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1.1 he Buyer shall procure that the Buyers Solicitors shall prepare engrossments of each of the

Replacement Accommodation Lease(s) and a duplicate thereof and supply each such originalto the Councils Solicitors within 3 Working Days of the relevant Habitable Date relevant tothat Replacement Accommodation Lease (or, if by the relevant Habitable Date, the form ofthe Replacement Accommodation Lease(s) for the relevant Build Phase has not yet beenagreed or determined pursuant to clause 16, then no later than 2 Working Days of the date onwhich it is so agreed or determined).

1.2 he Council shall procure that the original Replacement Accommodation Lease is dulyexecuted by the Council and returned to the Buyers Solicitors not later than 10 Working Daysafter such engrossments have been delivered to the Councils Solicitors pursuant toparagraph 1 .1 .

ompletion

2.1 ompletion of each Replacement Accommodation Lease shall take place on the date notifiedto the Counc il by the Buyer (and such date shall be the completion date for the purposes ofthe Standard Conditions), but such date cannot be a date before:

2.1.1 he issue of the Independent Certifiers Habitable Certificate relating to the ReplacementAccommodation to be demised under the said Replacement Accom modation Lease; and/or

2.1.2 the form of the relevant Replacement Accommodation Lease is agreed or determinedpursuant to clause 1 6.

2.2 ompletion shall take place at the Buyers Solicitors offices (or such place as the Buyer maynominate acting reasonably).

2.3 ny Completion by post or through a document exchange shall be at each Partys respectiveexpense and risk and neither the Buyer nor the Council (nor their respective solicitors) shallbe liable for the loss of any documents so sent so long as they were properly addressed.

Title and Title Guarantee

3.1 he Buyer shall grant each Replacement Accommodation Lease with full title guarantee.

3.2 he Buyer shall provide all reasonable assistance to secure registration of the Council as theregistered proprietor of Replacement Accommodation Lease as soon as reasonablypracticable after the grant of such lease, including but not limited to assisting with anyrelevant requisitions raised by the Land Registry as soon as reasonably practicable in respectof the relevant ap plication for registration within sufficient timescales to allow the Counc il torespond to the Land Registry within the time limits it sets for doing so.

3.3 he Council has not been able to investigate title to the Replacement Accommodation prior tothe date of this Agreement. No later than 3 months before the relevant Estimated HabitableDate, the Buyer shall deduce title to the Replacement Accommodation, such deduction of titleto comprise:

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3.3.1 here the Replacement Accommodation is registered official copies of the items referred to inrules 1 3 4 1) a) and b) of the Land Registration Rules 2003 and uned ited copies or abstractsof the items referred to in rule 13 5 1 ) a) of those rules; and

3.3.2 where the Replacement Accommodation is unregistered or in the process of registration

evidenc e of unregistered title in the form of an ab stract of the title or an epitome of title withphotocopies of the relevant copies and a copy of any application made to register the title tothe Replacement A ccommodation.

acant Possession

Each R eplacement Accom modation Lease shall be granted with vacant possession onsubject to any m atters specified in paragraph 5.

Matters affecting the Replacement Accommodation

The R eplacement Accom modation is sold subject to and w here applicable with the benefit ofthe following matters so far as they affect the Replacement Accomm odation and aresubsisting or capable of taking effect) and the Council is deemed to purchase with fullknowledge of such matters:

5.1 he rights, covenants, easements and other matters contained or referred to in the PropertyRegister and Charges R egister of the registered title out of which the ReplacementAccom modation Lease will be granted other than financial charges).

5.2 he matters contained or referred to in the Replacement Accommodation Lease.

5.3 ll unregistered interests which in accordance with the Land Registration Act 2002 will in the

case of each and any estate to be disposed of pursuant to this Agreement:

5.3.1 verride the disposition of any such estate which is currently registered or will be registeredprior to the Replacement Accommodation Completion Date; or

53.2 override the first registration of title to any such estate which is currently not registered andwill not be registered prior to the Replacement A ccomm odation Com pletion Date or wouldoverride first registration of title to such e state if such estate w ere capa ble of being registered

5.4 he matters mentioned in Standard Condition 3.1.2.

5.5 ll local land charges, whether or not registered be fore this Agreeme nt was e ntered into andall matters capable of registration as local land charges, whether or not actually registered.

5.6 ll notices served and orders, demands, proposals or requirements made by any local or anypublic authority after the date of this Agreeme nt.

5.7 ll actual or propose d orders, d irections, notices, cha rges, restrictions, conditions,agreements and other matters arising under any under any statute or statutory provisionaffecting the Replacement Accommodation.

5.8 ny matter referred to in any Planning Agreements entered into after the date of thisAgreement in connection with the De velopment.

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6 nsurance

6.1 rom and including each Replacement Accommodation Completion Date, those terms of theReplacement Accommodation Lease relating to insurance and reinstatement of the

Replacement Accommodation shall apply and for the avoidance of doubt the insurance risk in

respect of the Replacement Accommodation shall lie with the Buyer until completion of theReplacement Accommodation Lease.

o ssignment

Without prejudice to Standard Condition 1 .5, the Council shall not assign, sub-licence, charge

or otherwise deal with the benefit of the right to be granted a Replacement Accommodation

Lease in whole or in part prior to the Replacement Accommodation Completion Date.

8 tandard Conditions

The Standard Conditions shall apply to the sale and purchase of the Replacement

Accommodation Lease of the Replacement Accommodation save as otherwise set out belowor elsewhere in this Agreement:

8.1 eferences to the seller shall be to the Buyer, references to the buyer shall be to theCouncil

8.2 tandard Conditions 1.4,2,3.1.3,3.1.4,4,5,6.1,6.3,8.1, 10.3 and 11 shall not apply.

8.3 tandard Condition 6.6.5 is extended as follows:

But the foregoing provisions of this condition 6.5 do not apply to documents whichalso relate to land being retained by the Council or the Buyer .

9 o Demise

This Agreement shall not operate or be deemed to operate as a demise of any Replacement

Accommodation nor shall the Council have or be entitled to any estate right or interest in

Replacement Accommodation or any part of it or in any materials in or upon it other than such

equitable interest as is created by and such rights as are granted by this Agreement

1 ocuments and items to be provided on completion

10.1 n Completion of each Replacement Accommodation Lease the Buyer must provide to the

Council in respect of both the Replacement Accommodation and each Replacement Home asa requirement of completion, the following:

a) any documents that are required by law to be provided by a seller to a buyer or by alandlord to a tenant on the date of completion;

b) the collateral warranty or collateral warranties referred to in clause 13.9 of thisAgreement;

c) 3 sets of keys;

d) the Replacement Home Building Guarantees.

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10.2 he Buyer must provide the Council on or as soon as reasonably practicable followingcompletion with the following documents:

a) all instructions manuals relating to fixed plant and machinery and other apparatuswithin the Replacement Accommodation (but for the avoidance of doubt not falling

within a Replacement Home);

b) operating manuals, instruction booklets and guarantees (if any) in respect of thoseitems being provided under part (c) (iii); (c) (iv); (c) (v) and (c) (vi) of the Replacement

Home Package;

c) details of the postal address.

10.3 he Buyer must provide the Council within a reasonable time of the Council s reasonable andproper request any other document or documents in the control of the Buyer and reasonably

and properly required by the Council to comply with its obligations under the Replacement

Accommodation Lease or that it is required to supply to its tenants under the Replacement

Home Underleases.

10.4 he Buyer must also provide the items set out in 10.6 - 10.8 inclusive (to the extent not

covered by paragraph 10.4):

10.5 hose items to be provided to the relevant Owners on completion of the grant of theReplacement Home Underleases (in relation to those Replacement Homes forming part of the

relevant Replacement Accommodation), in accordance with the agreed form Standard

Purchase Contract as appended at Part 6 of Schedule 2 (or such other items listed in the finalform Standard Purchase Contract, where the Buyer has previously approved such items in

writing ;

10.6 hose items to be provided to the Secure Tenants on completion of the grant of a new SecureTenancy in relation to those Replacement Homes forming part of the relevant Replacement

Accommodation, in accordance with the agreed form Secure Tenant Contract as appended at

Part 6 of Schedule 2 (or such other items listed in the final form Secure Tenant Contract,

where the Buyer has previously approved such items in writing);

10.7 n relation to Replacement Accommodation that is not allocated to a Secure Tenant or Owner,those items, in respect of each residential unit, such items that would have been provided if a

new Secure Tenancy was to be granted (as appropriate); and

10.8 ny other matters that are provided as a matter of course or provided by way of goodconveyancing practice as part of a sale of a newly constructed residential property as at the

date of the grant of the Replacement Accommodation Lease.

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