Common use of Bank Guarantee Clause in Contracts

Bank Guarantee. (a) Prior to the issue of a Construction Certificate the Developer must provide to the Council a Bank Guarantee in the amount of $150,000.00 to secure completion of the Works. (b) The Council may reject any Bank Guarantee that contains errors, or if it has received the Bank Guarantee, require at any time the Developer to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of the errors. The Developer must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 Business Days of receiving the Council’s request. (c) The Council may call on a Bank Guarantee provided under this clause if: (i) the Developer is in material or substantial breach of this agreement and has failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 Business Days) in writing to do so in accordance with clause 11.1 of this agreement; or (ii) the Developer becomes Insolvent. (d) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a), the Developer must provide Council with one or more replacement Bank Guarantees (Replacement Bank Guarantee) in an amount calculated in accordance with the following: A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B. (e) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d), the Council must release and return to the Developer, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (f) At any time following the provision of a Bank Guarantee under this clause, the Developer may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council must release and return to the Developer, as directed, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicable. (g) Subject to clause 11.2(c), the Council may apply the proceeds of a Bank Guarantee in satisfaction of: (i) any obligation of the Developer under this agreement that is secured by the Bank Guarantee; and (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement. (h) The Council must promptly return a Bank Guarantee provided under this clause to secure the provision of any Works if requested by the Developer and: (i) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (ii) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 for that item of Works; and (iii) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works. (i) Nothing in this clause 11.2 prevents or restricts the Council from taking any enforcement action in relation to: (i) any obligation of the Developer under this agreement; or (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement, that is not or cannot be satisfied by calling on a Bank Guarantee.

Bank Guarantee. (a) Prior to the issue of a Construction Certificate If the Developer Parties elect to provide a Bank Guarantee instead of paying the first instalment of the Monetary Contribution as set out in clause 6.1(b), the Developer Parties must provide to the Council a Bank Guarantee in the an amount of $150,000.00 equivalent to secure completion 75% of the WorksMonetary Contribution prior to the issue of a Construction Certificate for the Development. (b) The Council may reject any Bank Guarantee that contains errors, or if it has received the Bank Guarantee, require at any time the Developer Parties to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of the errors. The Developer Parties must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 Business Days of receiving the Council’s request. (c) The Council may call on a Bank Guarantee provided under this clause if: (i) the Developer is Parties are in material or substantial breach of this agreement and has failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 Business Days) in writing to do so in accordance with clause 11.1 of this agreement; or (ii) the Developer Sept Fortis or 8GWH becomes Insolvent. (d) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a), the Developer Parties must provide Council with one or more replacement Bank Guarantees (Replacement Bank Guarantee) in an amount calculated in accordance with the following: B x D A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B. (e) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d), the Council must release and return to the DeveloperDeveloper Parties, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (f) At any time following the provision of a Bank Guarantee under this clause, the Developer Parties may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council must release and return to the DeveloperDeveloper Parties, as directed, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicable. (g) Subject to clause 11.2(c), the Council may apply the proceeds of a Bank Guarantee in satisfaction of: (i) any obligation of the Developer Parties under this agreement that is secured by the Bank Guarantee; and (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer Parties to comply with this agreement. (h) The Council must promptly return a Bank Guarantee provided under this clause to secure the provision of any Works if requested by the Developer and: (i) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (ii) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 for that item of Works; and (iii) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works. (i) Nothing in this clause 11.2 prevents or restricts the Council from taking any enforcement action in relation to: (i) any obligation of the Developer Parties under this agreement; or (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer Parties to comply with this agreement, that is not or cannot be satisfied by calling on a Bank Guarantee.

Bank Guarantee. (a) Prior to the issue of a Construction Certificate the Developer must provide to the Council Council: (i) a Bank Guarantee in the amount of $150,000.00 2,627,532 to secure completion the cost of the Developer carrying out the Works referred to in items 1 to 6 of Schedule 1 (excluding the Road Works); and separately (ii) a Bank Guarantee in the amount of $2,554,946 to secure the cost of the Developer carrying out the Road Works, in accordance with this agreement. (b) The Council (acting reasonably) may reject any Bank Guarantee that contains errors, or if it has received the Bank Guarantee, require at any time the Developer to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of the errors. The Developer must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 Business Days of receiving the Council’s request. (c) The Council may call on a Bank Guarantee provided under this clause if: (i) the Developer is in material or substantial breach of this agreement and has have failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 Business Days) in writing to do so in accordance with clause 11.1 of this agreement; or (ii) the Developer becomes Insolvent. (d) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a), the Developer must provide Council with one or more replacement Bank Guarantees (Replacement Bank Guarantee) in an amount calculated in accordance with the following: B x D A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B. (e) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d), the Council must release and return to the Developer, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (f) At any time following the provision of a Bank Guarantee under this clause, the Developer may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council must release and return to the Developer, as directed, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicable. (g) Subject to clause 11.2(c), the Council may apply the proceeds of a Bank Guarantee in satisfaction of: (i) any obligation of the Developer under this agreement that is secured by the Bank GuaranteeGuarantee in accordance with clause 11.2(a); and (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement. (h) The Council must promptly return a Bank Guarantee provided under this clause to secure the provision of any Works if requested by the Developer and: (i) For items of the Works to which the Construction Terms apply: (A) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (iiB) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 6.5 of the Construction Terms (defects liability guarantee) for that item of Works; and (iiiC) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works; and (ii) For items of the Works to which the Construction Terms do not apply: (A) the Works are complete in accordance with the relevant Approvals; and (B) if the items of Works are situated on Dedication Land, the relevant land has been dedicated or transferred to Council. (i) For the avoidance of doubt, the Developer may direct Council in writing to continue to hold a Bank Guarantee in satisfaction of the requirement to submit a Bank Guarantee under clause 6.5 of the Construction Terms for defects liability. (j) Nothing in this clause 11.2 prevents or restricts the Council from taking any enforcement action in relation to: (i) any obligation of the Developer under this agreement; or (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement, that is not or cannot be satisfied by calling on a Bank Guarantee.

Bank Guarantee. (a) Prior If the Developer Parties elect to provide Bank Guarantees instead of paying instalments of the Monetary Contribution as set out in clause 6.1(b), the Developer Parties must provide to the Council: a Bank Guarantee in an amount equivalent to 25% of the Monetary Contribution within 5 Business Days of the grant of Development Consent for any Development that includes a residential component; and a Bank Guarantee in an amount equivalent to 50% of the Monetary Contribution prior to the issue of a Construction Certificate for the Developer must provide to the Council a Bank Guarantee in the amount of $150,000.00 to secure completion of the WorksDevelopment. (b) The Council may reject any Bank Guarantee that contains errors, or if it has received the Bank Guarantee, require at any time the Developer Parties to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of the errors. The Developer Parties must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 Business Days of receiving the Council’s request. (c) The Council may call on a Bank Guarantee provided under this clause if: (i) : the Developer is Parties are in material or substantial breach of this agreement and has have failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 Business Days) in writing to do so in accordance with clause 11.1 of this agreement; or (ii) or the Developer Proponent or Landowner becomes Insolvent. (d) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a), the Developer Parties must provide Council with one or more replacement Bank Guarantees (Replacement Bank Guarantee) in an amount calculated in accordance with the following: A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B. (e) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d), the Council must release and return to the DeveloperDeveloper Parties, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (f) At any time following the provision of a Bank Guarantee under this clause, the Developer Parties may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council must release and return to the DeveloperDeveloper Parties, as directed, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicable. (g) Subject to clause 11.2(c), the Council may apply the proceeds of a Bank Guarantee in satisfaction of: (i) : any obligation of the Developer Parties under this agreement that is secured by the Bank GuaranteeGuarantee in accordance with clause 11.2(a); and (ii) and any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer Parties to comply with this agreement. (h) The Council must promptly return a Bank Guarantee provided under this clause to secure the provision of any Works if requested by the Developer and: (i) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (ii) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 for that item of Works; and (iii) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works. (i) Nothing in this clause 11.2 prevents or restricts the Council from taking any enforcement action in relation to: (i) : any obligation of the Developer Parties under this agreement; or (ii) or any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer Parties to comply with this agreement, that is not or cannot be satisfied by calling on a Bank Guarantee.

Bank Guarantee. (a) Prior If the Developer elects to provide Bank Guarantees instead of paying instalments of the Monetary Contribution as set out in clause 6.1(b), the Developer must provide to the Council: (i) a Bank Guarantee in an amount equivalent to 25% of the Monetary Contribution as at the date of execution of this agreement; and (ii) a Bank Guarantee in an amount equivalent to 50% of the Monetary Contribution prior to the issue of a Construction Certificate for the Developer must provide to the Council a Bank Guarantee in the amount of $150,000.00 to secure completion of the WorksDevelopment. (b) The Council may reject any Bank Guarantee that contains errors, or if it has received the Bank Guarantee, require at any time the Developer to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of the errors. The Developer must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 Business Days of receiving the Council’s request. (c) The Council may call on a Bank Guarantee provided under this clause if: (i) the Developer is in material or substantial breach of this agreement and has have failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 Business Days) in writing to do so in accordance with clause 11.1 of this agreement; or (ii) the Developer becomes Insolvent. (d) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a), the Developer must provide Council with one or more replacement Bank Guarantees (Replacement Bank Guarantee) in an amount calculated in accordance with the following: B x D A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B. (e) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d), the Council must release and return to the Developer, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (f) At any time following the provision of a Bank Guarantee under this clause, the Developer may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council must release and return to the Developer, as directed, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicable. (g) Subject to clause 11.2(c), the Council may apply the proceeds of a Bank Guarantee in satisfaction of: (i) any obligation of the Developer under this agreement that is secured by the Bank GuaranteeGuarantee in accordance with clause 11.2(a); and (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement. (h) The Council must promptly return a Bank Guarantee provided under this clause to secure the provision of any Works if requested by the Developer and: (i) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (ii) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 for that item of Works; and (iii) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works. (i) Nothing in this clause 11.2 prevents or restricts the Council from taking any enforcement action in relation to: (i) any obligation of the Developer under this agreement; or (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement, that is not or cannot be satisfied by calling on a Bank Guarantee.

Bank Guarantee. (a) Prior to the issue of a Construction Certificate Instrument Change, the Developer must is to provide to the Council a Bank Guarantee in the amount of $150,000.00 to secure completion of the Works700,000. (b) The Council may reject any Bank Guarantee that contains errors, or if it has received the Bank Guarantee, require at any time the Developer to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of the errors. The Developer must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 Business Days of receiving the Council’s request. (c) The Council may call on a Bank Guarantee provided under this clause if: (i) the Developer is in material or substantial breach of this agreement Agreement and has failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 20 Business Days) in writing to do so in accordance with clause 11.1 of this agreementso; or (ii) the Developer becomes Insolventinsolvent. (d) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a), the Developer must provide Council with one or more replacement Bank Guarantees (Replacement Bank Guarantee) in an amount calculated in accordance with the following: A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B. (e) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d), the Council must release and return to the Developer, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (fc) At any time following the provision of a Bank Guarantee under this clauseGuarantee, the Developer may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council must release and return to the Developer, as directed, the Bank Guarantee(s) Guarantees which it holds that have been replaced as soon as reasonably practicablereplaced. (gd) Subject to clause 11.2(c)this clause, the Council may apply the proceeds of a Bank Guarantee in satisfaction of: (i) any obligation of the Developer under this agreement that is secured by Agreement to pay the Bank Guarantee; Monetary Contribution, and (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreementAgreement. (he) The Council must promptly return When an obligation of the Developer under this Agreement to which a Bank Guarantee provided under this clause to secure relates has been fulfilled, the provision of any Works Council must return the Bank Guarantee if requested by the Developer and: (i) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (ii) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 for that item of Works; and (iii) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of WorksDeveloper. (if) Nothing in this clause 11.2 11.1 prevents or restricts the Council from taking any enforcement action in relation to: (i) any obligation of the Developer under this agreementAgreement; or (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreementAgreement, that is not or nor cannot be satisfied by calling on a Bank Guarantee.

Bank Guarantee. 5.13.1 The Issuer may, with respect to the Debt Service Reserve Sub-Account, and after obtaining the prior written consent of IIFCL and the Debenture Trustee in this regard, provide to the Security Trustee an unconditional, irrevocable, on demand, bank guarantee from a bank acceptable to the Debenture Trustee and IIFCL, in favour of the Security Trustee having at all times when outstanding a face value not less than the Debt Service Reserve Amount in lieu of maintaining cash amounts in the Debt Service Reserve Sub-Account (the "DSRA Bank Guarantee"). 5.13.2 For the avoidance of doubt, amounts available to be drawn under the DSRA Bank Guarantee shall for all purposes hereof be deemed to be on deposit in the Debt Service Reserve Sub-Account. 5.13.3 The Issuer may at any time replace the DSRA Bank Guarantee: (i) in whole with an amount of cash equal to the face amount of the DSRA Bank Guarantee; or (ii) in part with an amount of cash equal to the partial reduction of such DSRA Bank Guarantee. 5.13.4 The DSRA Bank Guarantee shall include the following terms and provisions and shall otherwise substantially be in the form and substance satisfactory to the Debenture Trustee and IIFCL and by a bank/ financial institution acceptable to the Debenture Trustee and IIFCL: (a) Prior to the issue of a Construction Certificate the Developer must provide to the Council a DSRA Bank Guarantee in shall have a validity period of at least [•] days after the amount date of $150,000.00 to secure completion of the Works.issuance and shall be unsecured; (b) The Council may reject any the Issuer shall renew the DSRA Bank Guarantee that contains errors, or if it has received by the date falling [•] days prior to expiry of the validity period of the DSRA Bank Guarantee, require at and if it fails to do so, it shall immediately notify the Account Bank, the Security Trustee, IIFCL and the Debenture Trustee of any time the Developer to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification non-renewal of the errors. The Developer must provide the replacement DSRA Bank Guarantee, or otherwise obtain rectification of the errors, within 5 Business Days of receiving the Council’s request.; (c) The Council may call on a if the Issuer fails to renew the DSRA Bank Guarantee provided under this clause if: (i) or establish a substitute DSRA Bank Guarantee, at least [•] days prior to the Developer expiry of the validity period for the DSRA Bank Guarantee, the entire balance of the DSRA Bank Guarantee shall be drawn down by the Security Trustee, and deposited into the Debt Service Reserve Sub-Account such that the Debt Service Reserve Amount is in material or substantial breach of this agreement and has failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 Business Days) in writing to do so in accordance with clause 11.1 of this agreementmaintained; or (ii) the Developer becomes Insolvent.and (d) Within 20 Business Days of each anniversary of in the event that the Issuer has failed to renew or establish a Bank Guarantee provided under clause (a), the Developer must provide Council with one or more replacement Bank Guarantees (Replacement Bank Guarantee) in an amount calculated in accordance with the following: A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B. (e) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d), the Council must release and return to the Developer, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (f) At any time following the provision of a Bank Guarantee under this clause, the Developer may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council must release and return to the Developer, as directed, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicable. (g) Subject to clause 11.2(c), the Council may apply the proceeds of a substitute DSRA Bank Guarantee in satisfaction of: terms of (ib) any obligation of above or if the Developer under this agreement that is secured by the Bank Guarantee; and (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement. (h) The Council must promptly return a Bank Guarantee provided under this clause to secure the provision of any Works if requested by the Developer and: (i) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (ii) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 for that item of Works; and (iii) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement DSRA Bank Guarantee is provided by drawn in terms of (c) above, the Developer Issuer shall be required to maintain cash in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works. (i) Nothing in this clause 11.2 prevents or restricts the Council from taking any enforcement action in relation to: (i) any obligation of the Developer under this agreement; or (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement, that is not or canDebt Service Reserve Sub-Account and not be satisfied by calling on entitled to replace the same with a DSRA Bank Guarantee.

Bank Guarantee. (a) Prior to Within 12 months of the issue commencement of a Construction Certificate construction the Developer Company must provide to the Council Host Councils a Bank Guarantee in the amount of $150,000.00 to secure completion of the Works100,000.00. (b) The Council may reject any Company must not cancel the Bank Guarantee provided under clause 13.3(a) or do anything to cause the Bank Guarantee to be ineffective unless the Host Councils have given written notice to the Company that contains errors, or the Bank Guarantee can be cancelled. The Host Councils must not unreasonably withhold its consent to the cancellation of the Bank Guarantee and if it has received does agree it may require the Bank Guarantee, require at any time the Developer Company to obtain provide a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of before the errors. The Developer must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 Business Days of receiving the Council’s requestGuarantee is cancelled. (c) The Council may call on a must release the Bank Guarantee provided under this clause if: (i) or any unused part of it to the Developer is in material or substantial breach Company within 25 Business Days of the termination of this agreement and has failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 Business Days) in writing to do so Agreement in accordance with clause 11.1 of this agreement; or (ii) the Developer becomes Insolvent3.2. (d) Within 20 If the Host Councils reasonably considers that the Company is in breach of its obligation to pay the Development Contributions and/or the Administration Contribution under this Agreement, it may give a written notice to the Company (a breach notice): i. specifying the nature and extent of the breach, ii. requiring the Company to pay the outstanding monetary Development Contributions, and iii. specifying the period within which the outstanding monetary Development Contributions are to be paid, being a period that is reasonable in the circumstances and not being less than 21 Business Days of each anniversary of a Bank Guarantee provided under clause (a), the Developer must provide Council with one or more replacement Bank Guarantees (Replacement Bank Guarantee) in an amount calculated in accordance with the following: A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before from the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B.written notice. (e) On receipt of If the Company fails to fully comply with a Replacement Bank Guarantee provided under clause 11.2(d)breach notice, the Council must release Host Councils may call-up and return to the Developer, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (f) At any time following the provision of a Bank Guarantee under this clause, the Developer may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council must release and return to the Developer, as directed, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicable. (g) Subject to clause 11.2(c), the Council may apply the proceeds of a Bank Guarantee provided under this Agreement in satisfaction of: (i) i. any obligation of the Developer Company under this agreement that is secured Agreement to pay the Development Contributions, and ii. any associated liability, loss, cost, charge or expense directly incurred by the Host Councils because of the failure by the Company to comply with this Agreement. (f) Subject to this clause, the Host Councils will release the Bank Guarantee if the Company’s rights and obligations under this Agreement are assigned in accordance with clause 14 and a replacement Bank Guarantee is provided to the satisfaction of the Host Councils. (g) If the Host Councils call on a Bank Guarantee in accordance with this Agreement, the Host Councils may, by notice in writing to the Company, require the Company to provide a further Bank Guarantee in an amount that, when added to any unused portion of the existing Bank Guarantee; and, does not exceed $100,000.00. (h) Nothing in this clause prevents or restricts the Host Councils from taking any enforcement action in relation to: i. any obligation of the Company under this Agreement; or ii) . any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council Host Councils because of the failure by the Developer Company to comply with this agreementAgreement. (h) The Council must promptly return a Bank Guarantee provided under this clause to secure the provision of any Works if requested by the Developer and: (i) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (ii) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 for that item of Works; and (iii) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works. (i) Nothing in this clause 11.2 prevents or restricts the Council from taking any enforcement action in relation to: (i) any obligation of the Developer under this agreement; or (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement, that is not or cannot be satisfied by calling on a Bank Guarantee.

Bank Guarantee. (a) Prior to On the issue execution of a Construction Certificate this agreement, the Developer Developers must provide to the Council a Bank Guarantee in the amount of $150,000.00 to secure completion 20,000 as security for the payment of the WorksMonetary Contributions. (b) The Council may reject any Bank Guarantee that contains errors, or if it has received the Bank Guarantee, require at any time the Developer to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of the errors. The Developer must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 Business Days of receiving the Council’s request. (c) The Council may call on upon a Bank Guarantee provided under this clause if: (i) the Developer is Developers are in material or substantial breach of this agreement and has have failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 Business Days) in writing to do so in accordance with clause 11.1 of this agreement; or (ii) the Developer Developers becomes Insolventinsolvent. (d) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a), the Developer must provide Council with one or more replacement Bank Guarantees (Replacement Bank Guarantee) in an amount calculated in accordance with the following: A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B. (e) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d), the Council must release and return to the Developer, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (f) At any time following the provision of a Bank Guarantee under this clause, the Developer may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council must release and return to the Developer, as directed, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicable. (gc) Subject to clause 11.2(c11.2(b), the Council may apply the proceeds of a Bank Guarantee in satisfaction of: (i) any obligation obligations of the Developer Developers under this agreement that is secured by the Bank Guarantee; agreement, and (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer Developers to comply with this agreement. (hd) The If Council must promptly return calls upon a Bank Guarantee provided to satisfy any obligations under this agreement, the Developers must provide a further Bank Guarantee to Council so the total of all Bank Guarantees held by Council are equivalent to the amount specified in clause 11.2(a). (e) Council has the right to retain all Bank Guarantees held by Council under this clause to secure 11.2 (including following any termination of this agreement) until the provision of any Works if requested by the Developer and: (i) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (ii) The Developer has provided a Bank Guarantee for any Maintenance Period Developers have satisfied their obligations under clause 6.2 for that item of Works; and (iii) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Worksthis agreement. (if) Subject to clause 11.2(e) and any recourse Council may have had to any Bank Guarantee under clause 11.2(b), Council will release and return any Bank Guarantee(s) then held to the Developers within 30 days of receiving a written notice from the Developer requesting the release and return of the Bank Guarantee(s). (g) Nothing in this clause 11.2 prevents or restricts the Council from taking any enforcement action in relation to: (i) any obligation of the Developer Developers under this agreement; or (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer Developers to comply with this agreement, that is not or cannot be satisfied by calling on a Bank GuaranteeGuarantee held by Council under this clause 11.2.

Bank Guarantee. (a) Prior If the Developer elects to provide a Bank Guarantee instead of paying the issue instalment of a Construction Certificate the Monetary Contribution as set out in clause 6.1(b)(i), the Developer must provide to the Council a Bank Guarantee in the an amount of $150,000.00 equivalent to secure completion 75% of the WorksMonetary Contribution prior to the issue of a Construction Certificate for the Development. (b) The Council may reject any Bank Guarantee that contains errors, or if it has received the Bank Guarantee, require at any time the Developer to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of the errors. The Developer must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 Business Days of receiving the Council’s request. (c) The Council may call on a Bank Guarantee provided under this clause if: (i) the Developer is in material or substantial breach of this agreement and has have failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 Business Days) in writing to do so in accordance with clause 11.1 of this agreement; or (ii) the Developer becomes Insolvent. (d) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a), the Developer must provide Council with one or more replacement Bank Guarantees (Replacement Bank Guarantee) in an amount calculated in accordance with the following: B x D A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B. (e) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d), the Council must release and return to the Developer, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (f) At any time following the provision of a Bank Guarantee under this clause, the Developer may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council must release and return to the Developer, as directed, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicable. (g) Subject to clause 11.2(c), the Council may apply the proceeds of a Bank Guarantee in satisfaction of: (i) any obligation of the Developer under this agreement that is secured by the Bank GuaranteeGuarantee in accordance with clause 11.2(a); and (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement. (h) The If the Developer elects to provide a Bank Guarantee instead of paying the instalment of the Monetary Contribution as set out in clause 6.1(b)(i), the Council must promptly return a the Bank Guarantee provided under this that clause to secure within seven (7) Business Days of receipt of payment of the provision of any Works if requested by the Developer and: (i) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (ii) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 for that item of Works; and (iii) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works100% Monetary Contribution. (i) Nothing in this clause 11.2 prevents or restricts the Council from taking any enforcement action in relation to: (i) any obligation of the Developer under this agreement; or (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement, that is not or cannot be satisfied by calling on a Bank Guarantee.

Bank Guarantee. (a) Prior to the issue of a Construction Certificate the Developer must provide to the Council a Bank Guarantee in the amount of $150,000.00 to secure completion of the Works. (b) The Council may reject any Bank Guarantee provided to it that contains errors, or if it has received the Bank Guarantee, require at any time the Developer Landowner to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of the errors. The Developer Landowner must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 Business Days of receiving the Council’s request. (c) The Council may call on a Bank Guarantee provided under this clause if: (i) the Developer is in material or substantial breach of this agreement and has failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 Business Days) in writing to do so in accordance with clause 11.1 of this agreement; or (ii) the Developer becomes Insolvent. (db) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a6.1(b), the Developer Landowner must provide Council with one or more replacement Bank Guarantees (Replacement Bank Guarantee) in an amount calculated in accordance with the following: A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B. (ec) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d11.2(b), the Council must release and return to the DeveloperLandowner, as directeddirected by the Landowner, the Bank Guarantee that has been replaced as soon as reasonably practicable. (fd) At any time following the provision of a Bank Guarantee under this clause, the Developer Landowner may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time beingthen held by Council. On receipt of such replacement Bank Guarantee, the Council must release and return to the DeveloperLandowner, as directed, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicable. (ge) Subject to clause 11.2(c)this agreement, the Council may apply the proceeds of a Bank Guarantee in satisfaction of: (i) of any obligation of that the Developer Landowner has failed to comply with under this agreement that is secured by the Bank Guarantee; and (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement. (h) The Council must promptly return a Bank Guarantee provided under this clause to secure the provision of any Works if requested by the Developer and: (i) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (ii) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 for that item of Works; and (iii) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works. (if) Nothing in this clause 11.2 prevents or restricts the Council from taking any enforcement action in relation to: (i) any obligation of the Developer Landowner under this agreement; or (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer Landowner to comply with this agreement, that is not or cannot be satisfied by calling on a Bank Guarantee.

Bank Guarantee. (a) Prior If the Developer elects to provide a Bank Guarantee instead of paying the issue first instalment of a Construction Certificate the Monetary Contribution as set out in clause 6.1(b), the Developer must provide to the Council a Bank Guarantee in the an amount of $150,000.00 equivalent to secure completion 75% of the WorksMonetary Contribution prior to the issue of a Construction Certificate for the Development. (b) The Council may reject any Bank Guarantee that contains errors, or if it has received the Bank Guarantee, require at any time the Developer to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of the errors. The Developer must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 Business Days of receiving the Council’s request. (c) The Council may call on a Bank Guarantee provided under this clause if: (i) the Developer is in material or substantial breach of this agreement and has failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 Business Days) in writing to do so in accordance with clause 11.1 of this agreement; or (ii) the Developer becomes Insolvent. (d) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a), the Developer must provide Council with one or more replacement Bank Guarantees (Replacement Bank Guarantee) in an amount calculated in accordance with the following: B x D A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B. (e) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d), the Council must release and return to the DeveloperDeveloper , as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (f) At any time following the provision of a Bank Guarantee under this clause, the Developer may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council must release and return to the DeveloperDeveloper , as directed, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicable. (g) Subject to clause 11.2(c), the Council may apply the proceeds of a Bank Guarantee in satisfaction of: (i) : any obligation of the Developer under this agreement that is secured by the Bank Guarantee; and (ii) and any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement. (h) The Council must promptly return a Bank Guarantee provided under this clause to secure the provision of any Works if requested by the Developer and: (i) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (ii) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 for that item of Works; and (iii) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works. (i) Nothing in this clause 11.2 prevents or restricts the Council from taking any enforcement action in relation to: (i) : any obligation of the Developer under this agreement; or (ii) or any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement, that is not or cannot be satisfied by calling on a Bank Guarantee.

Bank Guarantee. (a) Prior to the issue of a Construction Certificate for Xxxxx 0 Xxxxxxxxx Xxxx works, the Developer must provide to the Council a Bank Guarantee in the amount of $150,000.00 16.12 million to secure the completion of the Works. (b) The Council may reject any Bank Guarantee that contains errors, or if it has received the Bank Guarantee, require at any time the Developer to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of the errors. The Developer must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 Business Days of receiving the Council’s request. (c) The Council may call on a Bank Guarantee provided under this clause if: (i) the Developer is in material or substantial breach of this agreement and has failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 Business Days) in writing to do so in accordance with clause 11.1 11.11.1 of this agreement; or (ii) the Developer becomes Insolvent. (d) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a)in accordance with this Deed, the Developer must provide Council with one or more replacement Bank Guarantees (Replacement Bank Guarantee) in an amount calculated in accordance with the following: A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B. (e) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d), the Council must release and return to the Developer, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (f) At any time following the provision of a Bank Guarantee under this clause, the Developer may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council must release and return to the Developer, as directed, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicable. (g) Subject to clause 11.2(c), the Council may apply the proceeds of a Bank Guarantee in satisfaction of: (i) any obligation of the Developer under this agreement that is secured by the Bank Guarantee; and (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement. (h) The Council must promptly return a Bank Guarantee provided under this clause to secure the provision of any Works if requested by the Developer and: (i) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (ii) The Developer has provided a Bond or Bank Guarantee under clause 8.5 of the Construction Terms (defects liability guarantee) for that item of Works. if such a Bank Guarantee is required under this Agreement; (iii) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 6.5 for that item of Works, if such a Bank Guarantee is required under this Agreement; and (iiiiv) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works. (i) For the avoidance of doubt, the Developer may direct Council in writing to continue to hold a Bank Guarantee provided under this clause 11.2 in satisfaction of the requirement to submit a Bank Guarantee or Bond under clause 8.5 of the Construction Terms for defects liability. (j) Nothing in this clause 11.2 prevents or restricts the Council from taking any enforcement action in relation to: (i) any obligation of the Developer under this agreement; or (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement, that is not or cannot be satisfied by calling on a Bank Guarantee.

Bank Guarantee. (a) Prior to the issue of a Construction Certificate Instrument Change, the Developer must is to provide to the Council a Bank Guarantee in the amount of $150,000.00 to secure completion of the Works1,150,000.00. (b) The Except as expressly permitted by this Agreement, the Council may reject any Bank Guarantee that contains errors, or if it has received the Bank Guarantee, require at any time the Developer is not to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of the errors. The Developer must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 Business Days of receiving the Council’s request. (c) The Council may call on a Bank Guarantee provided under this clause ifunless: (i) the Developer is in material or substantial breach of this agreement Agreement and has failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 20 Business Days) in writing to do so in accordance with clause 11.1 of this agreementso; or (ii) the Developer becomes Insolvent. (dc) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a11.1(a), the Developer must provide Council with one or more replacement Bank Guarantees (Replacement Guarantees. Each replacement Bank GuaranteeGuarantee is to be in the amount specified in clause 11.1(a) in an amount calculated indexed annually in accordance with the following: A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is any movement (but not any decrease) in the CPI for the quarter ending immediately before from the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before entry into this Agreement until the date of the Replacement that replacement Bank Guarantee, provided A is greater than B. (e) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d), the Council must release and return to the Developer, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (fd) At any time following the provision of a Bank Guarantee under this clauseGuarantee, the Developer may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. . (e) On receipt of such any replacement Bank Guarantee, the Council must release and return to the Developer, as directed, the Bank Guarantee(s) Guarantees which it holds that have been replaced as soon as reasonably practicablereplaced. (gf) Subject to clause 11.2(c)this clause, the Council may apply the proceeds of a Bank Guarantee in satisfaction of: (i) any obligation of the Developer under this agreement that is secured by Agreement to pay the Bank Guarantee; Monetary Contribution, and (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreementAgreement. (g) When an obligation of the Developer under this Agreement to which a Bank Guarantee relates has been fulfilled, the Council must return the Bank Guarantee if requested by the Developer. (h) The Council must promptly return a Bank Guarantee provided under this clause to secure the provision of any Works if requested by the Developer and: (i) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (ii) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 for that item of Works; and (iii) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works. (i) Nothing in this clause 11.2 11.1 prevents or restricts the Council from taking any enforcement action in relation to: (i) any obligation of the Developer under this agreementAgreement; or (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreementAgreement, that is not or nor cannot be satisfied by calling on a Bank Guarantee.

Bank Guarantee. (a) Prior If the Owners Corporation elects to provide a Bank Guarantee instead of paying the issue first instalment of a Construction Certificate the Developer Monetary Contribution as set out in clause 8.1(b), the Owners Corporation must provide to the Council a Bank Guarantee in the an amount of $150,000.00 equivalent to secure completion 75% of the WorksMonetary Contribution prior to the issue of a Construction Certificate for the Development. (b) The Council may reject any Bank Guarantee that contains errors, or if it has received the Bank Guarantee, require at any time the Developer Owners Corporation to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of the errors. The Developer Owners Corporation must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 Business Days of receiving the Council’s request. (c) The Council may call on a Bank Guarantee provided under this clause if: (i) the Developer Owners Corporation is in material or substantial breach of this agreement and has failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 Business Days) in writing to do so in accordance with clause 11.1 15.1 of this agreement; or (ii) the Developer Owners Corporation becomes Insolvent. (d) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a9(a), the Developer Owners Corporation must provide Council with one or more replacement Bank Guarantees (Replacement Bank Guarantee) in an amount calculated in accordance with the following: A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B. (e) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d9(d), the Council must release and return to the DeveloperOwners Corporation, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (f) At any time following the provision of a Bank Guarantee under this clause, the Developer Owners Corporation may provide the Council with one or more replacement Bank Guarantees Guarantee totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council must release and return to the DeveloperOwners Corporation, as directed, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicable. (g) Subject to clause 11.2(c9(c), the Council may apply the proceeds of a Bank Guarantee in satisfaction of: (i) any obligation of the Developer Owners Corporation under this agreement that is secured by the Bank Guarantee; and (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer Owners Corporation to comply with this agreement. (h) The Council must promptly return a Bank Guarantee provided under this clause to secure the provision of any Works if requested by the Developer and: (i) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (ii) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 for that item of Works; and (iii) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works. (i) Nothing in this clause 11.2 9 prevents or restricts the Council from taking any enforcement action in relation to: (i) any obligation of the Developer Owners Corporation under this agreement; or (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer Owners Corporation to comply with this agreement, that is not or cannot be satisfied , (i) The Council must return any Bank Guarantees provided by calling on a Bank Guaranteethe Owners Corporation in accordance with this clause 9 no later than 14 days after the date the Owners Corporation has paid the Monetary Contribution in full in accordance with clause 8.1 of this this Agreement.

Bank Guarantee. (a) Prior The Developer must provide the following Bank Guarantees to the Council: (i) A Bank Guarantee in the amount of $1,000,000 to secure the payment of the Monetary Contribution, which must be provided to Council on execution of this agreement. (ii) A Bank Guarantee in the amount of $350,000 to secure the carrying out of the Works and the cost of registering any easement over the Pedestrian Link Land, which must be provided to Council prior to the issue of a Construction Certificate for the Developer must provide to the Council a Bank Guarantee in the amount of $150,000.00 to secure completion Development, or any part of the WorksDevelopment. (b) The Council may reject any Bank Guarantee that contains errors, or if it has received the Bank Guarantee, require at any time the Developer to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of the errors. The Developer must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 Business Days of receiving the Council’s request. (c) The Council may call on a Bank Guarantee provided under this clause if: (i) the Developer is in material or substantial breach of this agreement and has failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 15 Business Days) in writing to do so in accordance with clause 11.1 of this agreement; or (ii) the Developer becomes Insolvent. (d) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a11.2(a), the Developer must provide Council with one or more replacement Bank Guarantees (Replacement replacement Bank Guarantee) in an amount calculated in accordance with the following: A = C Where: A is the amount of the Replacement replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement replacement Bank Guarantee, provided A is greater than B. (e) On receipt of a Replacement replacement Bank Guarantee provided under clause 11.2(d), the Council must release and return to the Developer, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (f) At any time following the provision of a Bank Guarantee under this clause, the Developer may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council must release and return to the Developer, as directed, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicable. (g) Subject to clause 11.2(c), the Council may apply the proceeds of a Bank Guarantee in satisfaction of: (i) any obligation of the Developer under this agreement that is secured by the a Bank GuaranteeGuarantee provided in accordance with clause 11.2(a); and (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement; and if necessary, the Council it’s employees, officers, agents or contractors may enter the Land and carry out any Works required under this agreement. (h) The Council must promptly return a Bank Guarantee provided under this clause to secure the provision of any Works if requested by the Developer and: (i) A the Developer has satisfied the obligation to which the Bank Guarantee relates; and (ii) if the Bank Guarantee secures an item of Works; (A) a Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (iiB) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 for that item of Works; and (iii) If if the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works. (i) Nothing in this clause 11.2 prevents or restricts the Council from taking any enforcement action in relation to: (i) any obligation of the Developer under this agreement; or (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement, that is not or cannot be satisfied by calling on a Bank Guarantee.

Bank Guarantee. (a) Prior If the Developers elect to provide Bank Guarantees instead of paying instalments of the Monetary Contribution as set out in clause 6.1(b), the Developers must provide to the Council: (i) a Bank Guarantee in an amount equivalent to 25% of the Monetary Contribution within 5 Business Days of the grant of Development Consent for any Development that includes a residential component; and (ii) a Bank Guarantee in an amount equivalent to 50% of the Monetary Contribution prior to the issue of a Construction Certificate for the Developer must provide to the Council a Bank Guarantee in the amount of $150,000.00 to secure completion of the WorksDevelopment. (b) The Council may reject any Bank Guarantee that contains errors, or if it has received the Bank Guarantee, require at any time the Developer Developers to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of the errors. The Developer Developers must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 Business Days of receiving the Council’s request. (c) The Council may may, acting reasonably, call on a Bank Guarantee provided under this clause if: (i) the Developer is Developers are in material or substantial breach of this agreement and has have failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 Business Days) in writing to do so in accordance with clause 11.1 of this agreement; or (ii) either of the Developer Developers becomes Insolvent. (d) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a), the Developer Developers must provide Council with one or more replacement Bank Guarantees (Replacement Bank Guarantee) in an amount calculated in accordance with the following: A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B. (e) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d), the Council must release and return to the DeveloperDevelopers, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (f) At any time following the provision of a Bank Guarantee under this clause, the Developer Developers may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council must release and return to the DeveloperDevelopers, as directed, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicable. (g) Subject to clause 11.2(c), the Council may may, acting reasonably, apply the proceeds of a Bank Guarantee in satisfaction of: (i) any obligation of the Developer Developers under this agreement that is secured by the Bank GuaranteeGuarantee in accordance with clause 11.2(a); and (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer Developers to comply with this agreement. (h) The Council must promptly return a Bank Guarantee provided under this clause to secure the provision of any Works if requested by the Developer and: (i) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (ii) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 for that item of Works; and (iii) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works. (i) Nothing in this clause 11.2 prevents or restricts the Council from taking any enforcement action in relation to: (i) any obligation of the Developer Developers under this agreement; or (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer Developers to comply with this agreement, that is not or cannot be satisfied by calling on a Bank Guarantee.

Bank Guarantee. (a) Prior If the Landowner elects to provide Bank Guarantees instead of paying the first two instalments of the Monetary Contribution in accordance with clause 6.1(g), the Landowner must provide to the Council: (i) a Bank Guarantee in an amount equivalent to 25% of the Monetary Contribution within 5 Business Days of the grant of Development Consent for any Development that includes a residential component; and (ii) a Bank Guarantee in an amount equivalent to 50% of the Monetary Contribution prior to the issue of a Construction Certificate for the Developer must provide to the Council a Bank Guarantee in the amount of $150,000.00 to secure completion of the Works.Development, (b) The Council may reject any Bank Guarantee that contains errors, or if it has received the Bank Guarantee, require at any time the Developer Landowner to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of the errors. The Developer Landowner must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 five Business Days of receiving the Council’s request. (c) The Council may call on a Bank Guarantee provided under this clause if: (i) the Developer Landowner is in material or substantial breach of this agreement and has have failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 Business Days) in writing to do so in accordance with clause 11.1 of this agreement; or (ii) the Developer Landowner becomes Insolvent. (d) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a11.2(a), the Developer Landowner must provide Council with one either a supplemental Bank Guarantee or more a replacement Bank Guarantees Guarantee (Replacement Bank Guarantee) in an amount calculated in accordance with the following: B x D A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B. (e) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d), the Council must release and return to the DeveloperLandowner, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (f) At any time following the provision of a Bank Guarantee under this clauseclause 11.2, the Developer Landowner may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council must release and return to the DeveloperLandowner, as directed, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicable. (g) Subject to clause 11.2(c), the Council may apply the proceeds of a Bank Guarantee in satisfaction of: (i) any obligation of the Developer Landowner under this agreement that is secured by the Bank GuaranteeGuarantee in accordance with clause 11.2(a); and (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer Landowner to comply with this agreement. (h) The Council must promptly return a Bank Guarantee provided under this clause to secure the provision of any Works if requested by the Developer and: (i) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (ii) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 for that item of Works; and (iii) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works. (i) Nothing in this clause 11.2 prevents or restricts the Council from taking any enforcement action in relation to: (i) any obligation of the Developer Landowner under this agreement; or (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer Landowner to comply with this agreement, that is not or cannot be satisfied by calling on a Bank Guarantee. (i) On full and final satisfaction of the Monetary Contributions, Council must promptly release and return any Bank Guarantee(s) which it holds to the Landowner, as directed.

Bank Guarantee. (a) Prior If the Developer elects to provide Bank Guarantees instead of paying the first two instalments of the Monetary Contribution as set out in clause 6.1(b), the Developer must provide to the Council: (i) a Bank Guarantee in an amount equivalent to 25% of the Monetary Contribution prior to the issue of a Development Consent; and (ii) a Bank Guarantee in an amount equivalent to 50% of the Monetary Contribution prior to the issue of a Construction Certificate for the Developer must provide to the Council a Bank Guarantee in the amount of $150,000.00 to secure completion of the WorksDevelopment. (b) The Council may reject any Bank Guarantee that contains errors, or if it has received the Bank Guarantee, require at any time the Developer to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of the errors. The Developer must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 Business Days of receiving the Council’s request. (c) The Council may call on a Bank Guarantee provided under this clause if: (i) the Developer is in material or substantial breach of this agreement and has have failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 Business Days) in writing to do so in accordance with clause 11.1 of this agreement; or (ii) the Developer becomes Insolvent. (d) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a), the Developer must provide Council with one or more replacement Bank Guarantees (Replacement Bank Guarantee) in an amount calculated in accordance with the following: A = B x D C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B. (e) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d), the Council must release and return to the Developer, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (f) At any time following the provision of a Bank Guarantee under this clause, the Developer may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council must release and return to the Developer, as directed, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicable. (g) Subject to clause 11.2(c), the Council may apply the proceeds of a Bank Guarantee in satisfaction of: (i) any obligation of the Developer under this agreement that is secured by the Bank GuaranteeGuarantee in accordance with clause 11.2(a); and (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement. (h) The Council must promptly return a Bank Guarantee provided under this clause to secure the provision of any Works if requested by the Developer and: (i) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (ii) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 for that item of Works; and (iii) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works. (i) Nothing in this clause 11.2 prevents or restricts the Council from taking any enforcement action in relation to: (i) any obligation of the Developer under this agreement; or (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement, that is not or cannot be satisfied by calling on a Bank Guarantee.

Bank Guarantee. (a) Prior If the Developer elects to provide a Bank Guarantee instead of paying the issue first instalment of a Construction Certificate the Monetary Contribution as set out in clause 6.1(b), the Developer must provide to the Council a Bank Guarantee in the an amount of $150,000.00 equivalent to secure completion 75% of the WorksMonetary Contribution prior to the issue of a Construction Certificate for the Development. (b) The Council may reject any Bank Guarantee that contains errors, or if it has received the Bank Guarantee, require at any time the Developer to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of the errors. The Developer must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 Business Days of receiving the Council’s request. (c) The Council may call on a Bank Guarantee provided under this clause if: (i) the Developer is in material or substantial breach of this agreement and has failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 Business Days) in writing to do so in accordance with clause 11.1 of this agreement; or (ii) the Developer becomes Insolvent. (d) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a), the Developer must provide Council with one or more replacement Bank Guarantees (Replacement Bank Guarantee) in an amount calculated in accordance with the following: A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B. (e) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d), the Council must release and return to the Developer, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (f) At any time following the provision of a Bank Guarantee under this clause, the Developer may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council must release and return to the Developer, as directed, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicable. (g) Subject to clause 11.2(c), the Council may apply the proceeds of a Bank Guarantee in satisfaction of: (i) any obligation of the Developer under this agreement that is secured by the Bank Guarantee; and (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement. (h) The Council must promptly return a Bank Guarantee provided under this clause to secure the provision of any Works if requested by the Developer and: (i) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (ii) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 for that item of Works; and (iii) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works. (i) Nothing in this clause 11.2 prevents or restricts the Council from taking any enforcement action in relation to: (i) any obligation of the Developer under this agreement; or (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement, that is not or cannot be satisfied by calling on a Bank Guarantee.

Bank Guarantee. OPTION: When monetary contributions or works are proposed and not to be provided on execution (a1) If the Developer elects to provide a Bank Guarantee instead of paying the first instalment of the Monetary Contribution as set out in clause 6.1(2), the Developer must provide to the Council a Bank Guarantee in an amount equivalent to 75% of the Monetary Contribution prior to the issue of a Construction Certificate for the Development. (2) Prior to the issue of a Construction Certificate [or other date as agreed] the Developer must provide to the Council a Bank Guarantee in the amount of $150,000.00 insert amount to secure secure: (a) [insert details of items secured by Bank Guarantee as required including the costs of compulsory acquisition, completion of the Worksworks, etc.]. (b3) The Council may reject any Bank Guarantee that contains errors, or if it has received the Bank Guarantee, require at any time the Developer to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of the errors. The Developer must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 Business Days of receiving the Council’s request. (c4) The Council may call on a Bank Guarantee provided under this clause if: (ia) the Developer is in material or substantial breach of this agreement and has failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 Business Days) in writing to do so in accordance with clause 11.1 10.1 of this agreement; or (iib) the Developer becomes Insolvent. (d5) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a1), the Developer must provide Council with one or more replacement Bank Guarantees (Replacement Bank Guarantee) in an amount calculated in accordance with the following: A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B. (e6) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d10.2(5), the Council must release and return to the Developer, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (f7) At any time following the provision of a Bank Guarantee under this clause, the Developer may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council must release and return to the Developer, as directed, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicable. (g) 8) Subject to clause 11.2(c10.2(4), the Council may apply the proceeds of a Bank Guarantee in satisfaction of: (ia) any obligation of the Developer under this agreement that is secured by the Bank Guarantee; and (iib) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement. (h9) The Council must promptly return a Bank Guarantee provided under this clause to secure the provision of any Works if requested by the Developer and: (ia) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (iib) The Developer has provided a Bond or Bank Guarantee under clause 8.5 of the Construction Terms (defects liability guarantee) for that item of Works; (c) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 6.4 for that item of Works; and (iiid) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works. (i10) For the avoidance of doubt, the Developer may direct Council in writing to continue to hold a Bank Guarantee provided under this clause 12.2 in satisfaction of the requirement to submit a Bank Guarantee or Bond under clause 8.5 of the Construction Terms for defects liability. (11) Nothing in this clause 11.2 10.2 prevents or restricts the Council from taking any enforcement action in relation to: (ia) any obligation of the Developer under this agreement; or (iib) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement, that is not or cannot be satisfied by calling on a Bank Guarantee.,

Bank Guarantee. (a) Prior to the issue of a Construction Certificate the Developer must provide to the Council Council: (i) a Bank Guarantee in the amount of $150,000.00 2,632,532 to secure completion the cost of the Developer carrying out the Works referred to in items 1 to 8 of Schedule 1 (excluding the Road Works); and separately (ii) a Bank Guarantee in the amount of $768,208 to secure the cost of the Developer carrying out the Road Works, in accordance with this agreement. (b) The Council (acting reasonably) may reject any Bank Guarantee that contains errors, or if it has received the Bank Guarantee, require at any time the Developer to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of the errors. The Developer must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 Business Days of receiving the Council’s request. (c) The Council may call on a Bank Guarantee provided under this clause if: (i) the Developer is in material or substantial breach of this agreement and has have failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 Business Days) in writing to do so in accordance with clause 11.1 of this agreement; or (ii) the Developer becomes Insolvent. (d) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a), the Developer must provide Council with one or more replacement Bank Guarantees (Replacement Bank Guarantee) in an amount calculated in accordance with the following: A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B. (e) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d), the Council must release and return to the Developer, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (f) At any time following the provision of a Bank Guarantee under this clause, the Developer may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council must release and return to the Developer, as directed, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicable. (g) Subject to clause 11.2(c), the Council may apply the proceeds of a Bank Guarantee in satisfaction of: (i) any obligation of the Developer under this agreement that is secured by the Bank GuaranteeGuarantee in accordance with clause 11.2(a); and (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement. (h) The Council must promptly return a Bank Guarantee provided under this clause to secure the provision of any Works if requested by the Developer and: (i) For items of the Works to which the Construction Terms apply: (A) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (iiB) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 6.5 of the Construction Terms (defects liability guarantee) for that item of Works; and (iiiC) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works; and (ii) For items of the Works to which the Construction Terms do not apply: (A) the Works are complete in accordance with the relevant Approvals; and (B) if the items of Works are situated on Dedication Land, the relevant land has been dedicated or transferred to Council. (i) For the avoidance of doubt, the Developer may direct Council in writing to continue to hold a Bank Guarantee in satisfaction of the requirement to submit a Bank Guarantee under clause 6.5 of the Construction Terms for defects liability. (j) Nothing in this clause 11.2 prevents or restricts the Council from taking any enforcement action in relation to: (i) any obligation of the Developer under this agreement; or (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement, that is not or cannot be satisfied by calling on a Bank Guarantee.

Bank Guarantee. (a) Prior If the Landowner elects to provide a Bank Guarantee instead of paying instalments of the issue of a Construction Certificate Monetary Contribution as set out in clause 6.1(e), the Developer Landowner must provide to the Council a Bank Guarantee in an amount equivalent to the amount Monetary Contribution payable prior to the issue of $150,000.00 to secure completion of a Construction Certificate for the WorksDevelopment in accordance with clause 6.1(e)(i). (b) The Council may reject any Bank Guarantee that contains errors, or if it has received the Bank Guarantee, require at any time the Developer Landowner to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of the errors. The Developer Landowner must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 five Business Days of receiving the Council’s request. (c) The Council may call on a Bank Guarantee provided under this clause if: (i) the Developer Landowner is in material or substantial breach of this agreement and has have failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 Business Days) in writing to do so in accordance with clause 11.1 of this agreement; or (ii) the Developer Landowner becomes Insolvent. (d) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a11.2(a), the Developer Landowner must provide Council with one or more replacement Bank Guarantees (Replacement Bank Guarantee) in an amount calculated in accordance with the following: A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B. (e) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d), the Council must release and return to the DeveloperLandowner, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (f) At any time following the provision of a Bank Guarantee under this clauseclause 11.2, the Developer Landowner may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council must release and return to the DeveloperLandowner, as directed, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicable. (g) Subject to clause 11.2(c), the Council may apply the proceeds of a Bank Guarantee in satisfaction of: (i) any obligation of the Developer Landowner under this agreement that is secured by the Bank GuaranteeGuarantee in accordance with clause 11.2(a); and (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer Landowner to comply with this agreement. (h) The Council must promptly return a Bank Guarantee provided under this clause to secure the provision of any Works if requested by the Developer and: (i) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (ii) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 for that item of Works; and (iii) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works. (i) Nothing in this clause 11.2 prevents or restricts the Council from taking any enforcement action in relation to: (i) any obligation of the Developer Landowner under this agreement; or (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer Landowner to comply with this agreement, that is not or cannot be satisfied by calling on a Bank Guarantee. (i) On full and final satisfaction of the Monetary Contributions, Council must promptly release and return any Bank Guarantee(s) which it holds to the Landowner.

Bank Guarantee. (a) Prior to the issue of a Construction Certificate for Xxxxx 0 Xxxxxxxxx Xxxx works, the Developer must provide to the Council a Bank Guarantee in the amount of $150,000.00 16.12 million to secure the completion of the Works. (b) The Council may reject any Bank Guarantee that contains errors, or if it has received the Bank Guarantee, require at any time the Developer to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of the errors. The Developer must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 Business Days of receiving the Council’s request. (c) The Council may call on a Bank Guarantee provided under this clause if: (i) the Developer is in material or substantial breach of this agreement and has failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 Business Days) in writing to do so in accordance with clause 11.1 11.11.1 of this agreement; or (ii) the Developer becomes Insolvent. (d) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a)in accordance with this Deed, the Developer must provide Council with one or more replacement Bank Guarantees (Replacement Bank Guarantee) in an amount calculated in accordance with the following: B x D A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B. (e) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d), the Council must release and return to the Developer, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (f) At any time following the provision of a Bank Guarantee under this clause, the Developer may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council must release and return to the Developer, as directed, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicable. (g) Subject to clause 11.2(c), the Council may apply the proceeds of a Bank Guarantee in satisfaction of: (i) any obligation of the Developer under this agreement that is secured by the Bank Guarantee; and (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement. (h) The Council must promptly return a Bank Guarantee provided under this clause to secure the provision of any Works if requested by the Developer and: (i) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (ii) The Developer has provided a Bond or Bank Guarantee under clause 8.5 of the Construction Terms (defects liability guarantee) for that item of Works. if such a Bank Guarantee is required under this Agreement; (iii) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 6.5 for that item of Works, if such a Bank Guarantee is required under this Agreement; and (iiiiv) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works. (i) For the avoidance of doubt, the Developer may direct Council in writing to continue to hold a Bank Guarantee provided under this clause 11.2 in satisfaction of the requirement to submit a Bank Guarantee or Bond under clause 8.5 of the Construction Terms for defects liability. (j) Nothing in this clause 11.2 prevents or restricts the Council from taking any enforcement action in relation to: (i) any obligation of the Developer under this agreement; or (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreement, that is not or cannot be satisfied by calling on a Bank Guarantee.

Bank Guarantee. (a) Prior If the Developer Parties elect to provide Bank Guarantees instead of paying instalments of the Monetary Contribution as set out in clause 6.1(b), the Developer Parties must provide to the Council: (i) a Bank Guarantee in an amount equivalent to 25% of the Monetary Contribution within 5 Business Days of the grant of Development Consent for any Development that includes a residential component; and (ii) a Bank Guarantee in an amount equivalent to 50% of the Monetary Contribution prior to the issue of a Construction Certificate for the Developer must provide to the Council a Bank Guarantee in the amount of $150,000.00 to secure completion of the WorksDevelopment. (b) The Council may reject any Bank Guarantee that contains errors, or if it has received the Bank Guarantee, require at any time the Developer Parties to obtain a replacement Bank Guarantee that rectifies any such errors or otherwise obtain rectification of the errors. The Developer Parties must provide the replacement Bank Guarantee, or otherwise obtain rectification of the errors, within 5 Business Days of receiving the Council’s request. (c) The Council may call on a Bank Guarantee provided under this clause if: (i) the Developer is Parties are in material or substantial breach of this agreement and has have failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 Business Days) in writing to do so in accordance with clause 11.1 of this agreement; or (ii) the Developer or Landowner becomes Insolvent. (d) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a), the Developer Parties must provide Council with one or more replacement Bank Guarantees (Replacement Bank Guarantee) in an amount calculated in accordance with the following: B x D A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B. (e) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d), the Council must release and return to the DeveloperDeveloper Parties, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (f) At any time following the provision of a Bank Guarantee under this clause, the Developer Parties may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council must release and return to the DeveloperDeveloper Parties, as directed, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicable. (g) Subject to clause 11.2(c), the Council may apply the proceeds of a Bank Guarantee in satisfaction of: (i) any obligation of the Developer Parties under this agreement that is secured by the Bank GuaranteeGuarantee in accordance with clause 11.2(a); and (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer Parties to comply with this agreement. (h) The Council must promptly return a Bank Guarantee provided under this clause to secure the provision of any Works if requested by the Developer and: (i) A Certificate of Practical Completion has been issued for the item of Works to which the Bank Guarantee relates; and (ii) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 for that item of Works; and (iii) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works. (i) Nothing in this clause 11.2 prevents or restricts the Council from taking any enforcement action in relation to: (i) any obligation of the Developer Parties under this agreement; or (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer Parties to comply with this agreement, that is not or cannot be satisfied by calling on a Bank Guarantee.

Bank Guarantee. 4.1 The Vendor may accept a Bank Guarantee from the Purchaser instead of actual payment of the Deposit or any part of the Deposit. 4.2 The Vendor is not deemed to accept a Bank Guarantee unless it notifies the Purchaser in writing that it accepts a Bank Guarantee. For the avoidance of doubt, the Vendor is not deemed to accept a Bank Guarantee merely by reason of its receipt of a Bank Guarantee or 'Yes' being selected in relation to 'Bank Guarantee' in Schedule 1 to the particulars of sale. 4.3 If the Vendor agrees to accept a Bank Guarantee, the Purchaser must deliver it to the Vendor's solicitor on the day of sale for an amount equal to the Deposit. For the avoidance of doubt, the Vendor's Agent is not authorised to hold the Bank Guarantee. 4.4 The Purchaser must provide a replacement Bank Guarantee within five (5) Business Days of being notified by the Vendor of any deficiencies in the Bank Guarantee. 4.5 If the Purchaser complies with special condition 4.3, the Purchaser must pay the Deposit in cleared funds to the Vendor's solicitors on the first to occur of: 4.5.1 the Settlement Date; 4.5.2 the date that is 30 days before the Bank Guarantee expires; 4.5.3 any earlier date on which: (a) Prior the Vendor would be entitled to the issue release of a Construction Certificate the Developer must provide Deposit to it having regard to the Council a Bank Guarantee in the amount provisions of $150,000.00 to secure completion this contract and section 27 of the Works.Sale of Land Act 1962; (b) The Council may reject any the Vendor rescinds or otherwise terminates this Contract for breach by the Purchaser; or (c) the Bank Guarantee that contains errors, or if it has received becomes ineffective; or (d) issuer of the Bank Guarantee, require Guarantee is not of at any time least the Developer to obtain Required Rating and the Purchaser has not served on the Vendor's solicitor a replacement Bank Guarantee that rectifies from an issuer of at least the Required Rating. 4.6 Should the Purchaser pay the Deposit or any such errors or otherwise obtain rectification part of the errors. The Developer must provide the replacement Bank Guarantee, or otherwise obtain rectification Deposit by way of the errors, within 5 Business Days of receiving the Council’s request. (c) The Council may call on a Bank Guarantee provided under this clause if: (i) the Developer is in material or substantial breach of this agreement and has failed to rectify the breach within a reasonable period of time after having been given reasonable notice (which must not be less than 21 Business Days) in writing to do so in accordance with clause 11.1 of this agreement; or (ii) the Developer becomes Insolvent. (d) Within 20 Business Days of each anniversary of a Bank Guarantee provided under clause (a), the Developer must provide Council with one or more replacement Bank Guarantees (Replacement Bank Guarantee) in an amount calculated in accordance with the following: A = C Where: A is the amount of the Replacement Bank Guarantee, B is the amount of the Bank Guarantee to be replaced, C is the CPI for the quarter ending immediately before the date of the Bank Guarantee to be replaced, D is the CPI for the quarter ending immediately before the date of the Replacement Bank Guarantee, provided A is greater than B. (e) On receipt of a Replacement Bank Guarantee provided under clause 11.2(d), the Council must release and return to the Developer, as directed, the Bank Guarantee that has been replaced as soon as reasonably practicable. (f) At any time following the provision of a Bank Guarantee under this clause, the Developer may provide the Council with one or more replacement Bank Guarantees totalling the amount of all Bank Guarantees required to be provided under this clause for the time being. On receipt of such replacement Bank Guarantee, the Council Purchaser must release and return procure its Bank to pay a fee of $360 plus GST to the Developer, Vendor's solicitor before such Bank Guarantee (including any replacement Bank Guarantee) is accepted and in any event before or as directeda condition of settlement. 4.7 If the Purchaser breaches special condition 4.3, the Bank Guarantee(s) which it holds that have been replaced as soon as reasonably practicablePurchaser must immediately pay the Deposit in cleared funds to the Vendor's solicitors. 4.8 If the Purchaser breaches special condition 4.4 or 4.6 (g) Subject to clause 11.2(ctime being of the essence), the Council may apply Purchaser will be in default under this Contract and without limiting the proceeds of a Vendor's rights the Vendor's solicitor (but in no circumstances the Vendor) is irrevocably authorised to draw on the Bank Guarantee in satisfaction of: (i) any obligation of the Developer under this agreement that is secured by the Bank Guarantee; and (ii) any associated liability, loss, cost, charge or expense directly or indirectly incurred by the Council because of the failure by the Developer to comply with this agreementif one has been provided. (h) The Council must promptly return a 4.9 Any Bank Guarantee provided to the Vendor under this clause to secure the provision of any Works if requested special condition 4 will be held on trust by the Developer andVendor's solicitor for the Purchaser. 4.10 Any moneys paid by the: (i) A Certificate of Practical Completion has been issued for the item of Works 4.10.1 Purchaser pursuant to which the Bank Guarantee relates; and (ii) The Developer has provided a Bank Guarantee for any Maintenance Period under clause 6.2 for that item of Works; and (iii) If the Bank Guarantee relates to other items of Works for which a Certificate of Practical Completion has not been issued, a replacement Bank Guarantee is provided by the Developer in an amount determined by the Council acting reasonably, that is equivalent to the costs of constructing those other items of Works. (i) Nothing in this clause 11.2 prevents special conditions 4.5 or restricts the Council from taking any enforcement action in relation to: (i) any obligation of the Developer under this agreement4.6; or (ii) any associated liability4.10.2 Bank pursuant to special condition 4.8, loss, cost, charge or expense directly or indirectly incurred must be dealt with by the Council because Vendor's solicitor and in accordance with special condition 3.1 and the Sale of Land Act 1962. For the failure by the Developer to comply with avoidance of doubt, this agreement, that is not or cannot be satisfied by calling on a Bank Guaranteespecial condition takes precedence over anything else in this special condition.