1.

1
The 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 original
to the Councils Solicitors within 3 Working Days of the relevant Habitable Date relevant to
that Replacement Accommodation Lease (or, if by the relevant Habitable Date, the form of
the Replacement Accommodation Lease(s) for the relevant Build Phase has not yet been
agreed or determined pursuant to clause 16, then no later than 2 Working Days of the date on
which it is so agreed or determined).

1.2
The Council shall procure that the original Replacement Accommodation Lease is duly
executed by the Council and returned to the Buyers Solicitors not later than 10 Working Days
after such engrossments have been delivered to the Councils Solicitors pursuant to
paragraph 1.1.
2 Completion

2.1
Completion of each Replacement Accommodation Lease shall take place on the date notified
to the Council by the Buyer (and such date shall be the "completion date" for the purposes of
the Standard Conditions), but such date cannot be a date before:
2.1.1
the issue of the Independent Certifiers Habitable Certificate relating to the Replacement
Accommodation to be demised under the said Replacement Accommodation Lease; and/or
2.1.2 the form of the relevant Replacement Accommodation Lease is agreed or determined
pursuant to clause 16.

2.2
Completion shall take place at the Buyers Solicitors offices (or such place as the Buyer may
nominate acting reasonably).

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

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

3.2 The Buyer shall provide all reasonable assistance to secure registration of the Council as the
registered proprietor of Replacement Accommodation Lease as soon as reasonably
practicable after the grant of such lease, including but not limited to assisting with any
relevant requisitions raised by the Land Registry as soon as reasonably practicable in respect
of the relevant application for registration within sufficient timescales to allow the Council to
respond to the Land Registry within the time limits it sets for doing so.

3.3
The Council has not been able to investigate title to the Replacement Accommodation prior to
the date of this Agreement. No later than 3 months before the relevant Estimated Habitable
Date, the Buyer shall deduce title to the Replacement Accommodation, such deduction of title
to comprise:
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3.3.1 where the Replacement Accommodation is registered official copies of the items referred to in
rules 1 34(1)(a) and (b) of the Land Registration Rules 2003 and unedited copies or abstracts
of the items referred to in rule 135(1 )(a) of those rules; and
3.3.2 where the Replacement Accommodation is unregistered or in the process of registration,
evidence of unregistered title in the form of an abstract of the title or an epitome of title with
photocopies of the relevant copies and a copy of any application made to register the title to
the Replacement Accommodation.
4 Vacant Possession
Each Replacement Accommodation Lease shall be granted with vacant possession on
subject to any matters specified in paragraph 5.
Matters affecting the Replacement Accommodation
The Replacement Accommodation is sold subject to and where applicable with the benefit of
the following matters (so far as they affect the Replacement Accommodation and are
subsisting or capable of taking effect) and the Council is deemed to purchase with full
knowledge of such matters:
5.1 The rights, covenants, easements and other matters contained or referred to in the Property
Register and Charges Register of the registered title out of which the Replacement
Accommodation Lease will be granted (other than financial charges).
5.2 The matters contained or referred to in the Replacement Accommodation Lease.
5.3 All 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 override the disposition of any such estate which is currently registered or will be registered
prior to the Replacement Accommodation Completion Date; or
53.2 override the first registration of title to any such estate which is currently not registered and
will not be registered prior to the Replacement Accommodation Completion Date or would
override first registration of title to such estate if such estate were capable of being registered
5.4 The matters mentioned in Standard Condition 3.1.2.
5.5 All local land charges, whether or not registered before this Agreement was entered into and
all matters capable of registration as local land charges, whether or not actually registered.
5.6 All notices served and orders, demands, proposals or requirements made by any local or any
public authority after the date of this Agreement.
5.7 All actual or proposed orders, directions, notices, charges, restrictions, conditions,
agreements and other matters arising under any under any statute or statutory provision
affecting the Replacement Accommodation.
5.8 Any matter referred to in any Planning Agreements entered into after the date of this
Agreement in connection with the Development.
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6 Insurance
6.1
From and including each Replacement Accommodation Completion Date, those terms of the
Replacement 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 the
Replacement Accommodation Lease.
7 No Assignment
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 Standard 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 below
or elsewhere in this Agreement:
8.1 References to the seller shall be to the Buyer, references to the buyer shall be to the
Council.
8.2 Standard 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 Standard Condition 6.6.5 is extended as follows:
"But the foregoing provisions of this condition 6.5 do not apply to documents which
also relate to land being retained by the Council or the Buyer".
9 No 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
10 Documents and items to be provided on completion
10.1 On Completion of each Replacement Accommodation Lease the Buyer must provide to the
Council in respect of both the Replacement Accommodation and each Replacement Home as
a requirement of completion, the following:
(a) any documents that are required by law to be provided by a seller to a buyer or by a
landlord to a tenant on the date of completion;
(b) the collateral warranty or collateral warranties referred to in clause 13.9 of this
Agreement;
(c) 3 sets of keys;
(d) the Replacement Home Building Guarantees.
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10.2
The Buyer must provide the Council on or as soon as reasonably practicable following
completion with the following documents:
(a)
all instructions manuals relating to fixed plant and machinery and other apparatus
within 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 those
items 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
The Buyer must provide the Council within a reasonable time of the Councils reasonable and
proper 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
the 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
those items to be provided to the relevant Owners on completion of the grant of the
Replacement 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 final
form Standard Purchase Contract, where the Buyer has previously approved such items in
writing);
10.6
those items to be provided to the Secure Tenants on completion of the grant of a new Secure
Tenancy 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
in 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
any other matters that are provided as a matter of course or provided by way of good
conveyancing 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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