Common use of Dealing by the Developer Clause in Contracts

Dealing by the Developer. (a) Prior to registration of this document in accordance with clause 9, the Developer must not Deal with this document or the Mirvac Land without the City, the Developer and the third party the subject of the Dealing entering properly executing counterparts of the Deed of Novation and delivering those counterparts of the Deed of Novation to the City prior to or simultaneously with a transfer being signed in respect of the Mirvac Land. (b) On and from registration of this document in accordance with clause 9: (i) the Developer may Deal with this document without the consent of the City only as a result of the sale of the whole or part of the Mirvac Land (without subdivision) to a purchaser of the Land and provided the party the subject of the Dealing enters into a Deed of Novation and delivers a properly executed copy of the Deed of Novation to the City; (ii) the Developer may register a plan of strata subdivision on the Mirvac Land, and the City consents to this document remaining registered only on the certificate of title to the common property of the strata plan upon registration of the strata plan on the Mirvac Land; and (iii) the Developer must not otherwise Deal with this document to a third party that is not a purchaser of the whole or any part of the Mirvac Land without the prior written consent of the City and the City, the Developer and the third party the subject of the Dealing entering into Deed of Novation and delivering a properly executed copy of the Deed of Novation to the City (c) The Developer must pay the City’s costs and expenses relating to any consent or documentation required due to the operation of this clause 13.2. (d) Upon delivery of a Deed of Novation to the City pursuant to clause 13.2(a) the City must promptly, and in any event no later than 20 Business Days after receipt by the City of the Deed of Novation: (i) provide the Developer with a letter of consent by the City as caveator to the registration of the transfer transferring title to the Mirvac Land to the purchaser named as the incoming party under the Deed of Novation; and (ii) provide the Developer and the third party the subject of the Dealing with counterparts of the Deed of Novation properly executed by the City.

Dealing by the Developer. ‌ (a) Prior to registration of this document in accordance with clause 97, the Developer must not Deal with this document or the Mirvac Land without without:‌ (i) the prior written consent of the City, ; and (ii) the Developer and the third party the subject of the Dealing entering properly executing counterparts of into the Deed of Novation and (or other document agreed by the City in relation to a Dealing that is a mortgage, charge or encumbrance) by delivering those counterparts of the Deed of Novation to the City prior to completing that Dealing the Deed of Novation (executed in triplicate or simultaneously with a transfer being signed in respect of the Mirvac Landcounterparts or as agreed) properly executed by those parties. (b) On and from registration of this document in accordance with clause 9:7:‌ (i) the Developer may Deal with this document without the consent of the City only as a result of the sale of the whole or part of the Mirvac Land (without subdivision) to a purchaser of the Land and Land, provided the party parties the subject of the Dealing enters enter into a Deed of Novation and delivers a properly executed copy of the Deed of Novation by delivering to the CityCity prior to completing that Dealing the Deed of Novation (executed in triplicate or counterparts or as agreed) properly executed by those parties; (ii) the Developer may register a plan of strata subdivision on the Mirvac Landsubdivision, and the City consents to this document remaining registered only on the certificate of title to the common property of the strata plan upon registration of the strata plan on the Mirvac Landplan; and (iii) the Developer must not otherwise Deal with this document to a third party that is not a purchaser of the whole or any part of the Mirvac Land without without: (A) the prior written consent of the City and City; and (B) the City, the Developer and the third party the subject of the Dealing entering into Deed of Novation and delivering a properly executed copy of the Deed of Novation (or other document agreed by the City in relation to a Dealing that is a mortgage, charge or encumbrance) by delivering to the CityCity prior to completing that Dealing the Deed of Novation (or other agreed document) (executed in triplicate or counterparts or as agreed) properly executed by those parties. (c) The Developer must pay the City’s costs and expenses relating to any consent or documentation required due to the operation of this clause 13.211.2. (d) Upon delivery of For a Deed of Novation to the City pursuant to under clause 13.2(a11.2(a) or clause 11.2(b) the City must promptly, and in any event no later than 20 Business Days after receipt by the City of the Deed of Novationwill: (i) provide the Developer with a letter of consent by the City as caveator to the registration of the transfer Dealing transferring title to the Mirvac Land to the purchaser named as the incoming party under the Deed of Novation; and (ii) provide the Developer and the third party the subject of the Dealing with counterparts of the Deed of Novation properly executed by the City.

Dealing by the Developer. (a) Prior to registration of this document in accordance with clause 9, (i) the Developer must not Deal with this document or the Mirvac Land without without: (A) the prior written consent of the City, which must not be unreasonably withheld or delayed where the Developer complies with clause 13.2(a)(i)(B); and (B) the City, the Developer and the third party the subject of the Dealing entering properly executing counterparts into a deed of novation generally in the form included in Annexure A to this document with the City’s entry into such a deed not to be unreasonably withheld or delayed; and (C) prior to the proposed novation of its obligations under this document to a third party (the Incoming Party), the Developer must satisfy the City (acting reasonably) that the Incoming Party has sufficient assets, resources and expertise required to perform the Developer’s obligations under this document; and the City will use best endeavours to execute a deed generally in the form of Annexure A promptly when requested by the Developer; and (ii) the parties acknowledge that clause 13.2(a)(i) does not apply to Dealings in relation to the Land specified in Schedule 4 (other than any Dealing which benefits or affects the rights of the Deed of Novation and delivering those counterparts City, where the City’s consent would otherwise be required by reason of the Deed terms of Novation to the Dealing, or where the City’s consent is required as part of the exercise of the City’s statutory functions); and (iii) in the event that the consent of the City prior is otherwise required in relation to any Dealings specified in Schedule 4, the City consents to those Dealings (other than any Dealing which benefits or simultaneously with a transfer being signed in respect affects the rights of the Mirvac LandCity, where the City’s consent would be required by reason of it being the beneficiary of the Dealing, or otherwise by the terms of the Dealing, or where the City’s consent is required as part of the exercise of the City’s statutory functions). (b) On and from registration of this document in accordance with clause 9: (i) the Developer may Deal with this document without the consent of the City only as a result of the sale of the whole or part of the Mirvac Land (without subdivision) to a purchaser of the Land and provided the party the subject of the Dealing enters into a Deed of Novation and delivers a properly executed copy of the Deed of Novation to the CityLand; (ii) the Developer may register a plan of strata subdivision on which subdivides the Mirvac LandLand to create separate stratum lots for: (A) the Hunter Street ▇▇▇▇▇ ▇▇▇▇▇▇▇ (Station Lot); (B) that part of the Land comprising the Development (Development Lot); and (C) the airspace above the Development Lot (Airspace Lot), and the City consents to this document remaining registered only on the certificate of title to the common property of the strata plan Development Lot upon registration of the strata plan on the Mirvac Land; andof Subdivision; (iii) the Developer must not otherwise Deal with this document to a third party that is not a purchaser of the whole or any part of the Mirvac Land without without: (A) the prior written consent of the City and City, which must not be unreasonably withheld or delayed where the Developer complies with clause 13.2(b)(iii)(B); and (B) the City, the Developer and the third party the subject of the Dealing entering into Deed a deed of Novation and delivering a properly executed copy of novation generally in the Deed of Novation form included in Annexure A to the City (c) The Developer must pay this document with the City’s costs and expenses relating entry into such a deed not to any consent be unreasonably withheld or documentation required due delayed; (C) for the purposes of clause 13.2(b)(iii)(B), prior to the operation proposed novation of its obligations under this clause 13.2. document to a third party (d) Upon delivery of a Deed of Novation to the Incoming Party), the Developer must satisfy the City pursuant (acting reasonably) that the Incoming Party has sufficient assets, resources and expertise required to clause 13.2(a) perform the Developer’s obligations under this document. The City must promptly, and will use best endeavours to execute a deed generally in any event no later than 20 Business Days after receipt the form of Annexure A promptly when requested by the City of the Deed of Novation: (i) provide the Developer with a letter of consent by the City as caveator to the registration of the transfer transferring title to the Mirvac Land to the purchaser named as the incoming party under the Deed of Novation; and (ii) provide the Developer and the third party the subject of the Dealing with counterparts of the Deed of Novation properly executed by the CityDeveloper.

Dealing by the Developer. (a) Prior to registration of this document in accordance with clause 9, (i) the Developer must not Deal with this document or the Mirvac whole or any part of the Land without without: (A) the prior written consent of the City, which must not be unreasonably withheld or delayed where the Developer complies with clause 13.2(a)(i)(B); and (B) the City, the Developer and the third party the subject of the Dealing entering properly executing counterparts into a deed of novation generally in the form included in Annexure B to this document with the City’s entry into such a deed not to be unreasonably withheld or delayed; and (C) prior to the proposed novation of its obligations under this document to a third party (the Incoming Party), the Developer must satisfy the City (acting reasonably) that the Incoming Party has sufficient assets, resources and expertise required to perform the Developer’s obligations under this document; and the City will use best endeavours to execute a deed generally in the form of Annexure B promptly when requested by the Developer; and (ii) the parties acknowledge that clause 13.2(a)(i) does not apply to Dealings in relation to the Land specified in Schedule 1 (other than any Dealing which benefits or affects the rights of the Deed of Novation and delivering those counterparts City, where the City’s consent would otherwise be required by reason of the Deed terms of Novation to the Dealing, or where the City’s consent is required as part of the exercise of the City’s statutory functions); and (iii) in the event that the consent of the City prior is otherwise required in relation to any Dealings specified in Schedule 1, the City consents to those Dealings (other than any Dealing which benefits or simultaneously with a transfer being signed in respect affects the rights of the Mirvac LandCity, where the City’s consent would be required by reason of it being the beneficiary of the Dealing, or otherwise by the terms of the Dealing, or where the City’s consent is required as part of the exercise of the City’s statutory functions). (b) On and from registration of this document in accordance with clause 9: (i) the Developer may Deal with this document without the consent of the City only as a result of the sale of the whole or any part of the Mirvac Land (without subdivision) to a purchaser of the Land and provided the party the subject of the Dealing enters into a Deed of Novation and delivers a properly executed copy of the Deed of Novation to the CityLand; (ii) the Developer may register a plan of strata subdivision on the Mirvac Landsubdivision, and the City consents to this document remaining registered only on the certificate of title to the common property of the strata plan upon registration of the strata plan on the Mirvac Landplan; and (iii) the Developer must not otherwise Deal with this document to a third party that is not a purchaser of the whole or any part of the Mirvac Land without without: (A) the prior written consent of the City and City, which must not be unreasonably withheld or delayed where the Developer complies with clause 13.2(b)(iii)(B); and (B) the City, the Developer and the third party the subject of the Dealing entering into Deed a deed of Novation and delivering a properly executed copy of novation generally in the Deed of Novation form included in Annexure B to the City (c) The Developer must pay this document with the City’s costs and expenses relating entry into such a deed not to any consent be unreasonably withheld or documentation required due delayed; (C) for the purposes of clause 13.2(b)(iii)(B), prior to the operation proposed novation of its obligations under this clause 13.2. document to a third party (d) Upon delivery of a Deed of Novation to the Incoming Party), the Developer must satisfy the City pursuant (acting reasonably that the Incoming Party has sufficient assets, resources and expertise required to clause 13.2(a) perform the Developer’s obligations under this document. The City must promptly, and will use best endeavours to execute a deed generally in any event no later than 20 Business Days after receipt the form of Annexure B promptly when requested by the City of the Deed of Novation: (i) provide the Developer with a letter of consent by the City as caveator to the registration of the transfer transferring title to the Mirvac Land to the purchaser named as the incoming party under the Deed of Novation; and (ii) provide the Developer and the third party the subject of the Dealing with counterparts of the Deed of Novation properly executed by the CityDeveloper.

Dealing by the Developer. (a) Prior to registration of this document in accordance with clause 9, the Developer must not Deal with this document or the Mirvac Land without without: (i) the prior written consent of the City, which must not be unreasonably withheld or delayed; and (ii) the City, the Developer and the third party the subject of the Dealing entering properly executing counterparts into a deed of the Deed of Novation and delivering those counterparts of the Deed of Novation consent to the City prior Dealing on terms acceptable to or simultaneously with a transfer being signed in respect of the Mirvac LandCity, acting reasonably. (b) On and from registration of this document in accordance with clause 99.1: (i) the Developer may Deal with this document without the consent of the City only as a result of the sale of the whole or part of the Mirvac Land (without subdivision) to a purchaser of the Land and provided the party the subject of the Dealing enters into a Deed of Novation and delivers a properly executed copy of the Deed of Novation to the CityLand; (ii) the Developer may register a plan of subdivision, stratum subdivision or strata subdivision on the Mirvac Land, and the subdivision. The City consents may consent to this document remaining registered only on the certificate of title to the common property of the strata plan upon registration of a strata plan. If the City is satisfied that the Developer has provided all Public Benefits in relation to the Land or all the relevant Public Benefits in relation to a strata plan on lot forming part of the Mirvac Land and is not otherwise in default of its obligations under this document in respect of the Land or relevant part of the Land; and, the City must not withhold its consent; (iii) subject to clause 13.2(b)(i), the Developer must not otherwise Deal with this document to a third party that is not (including a purchaser of the whole or any part of the Mirvac Land without Related Party) without: (A) the prior written consent of the City and City; and (B) the City, the Developer and the third party the subject of the Dealing entering into Deed a deed of Novation and delivering a properly executed copy of consent to the Deed of Novation Dealing on terms acceptable to the City. (c) The Developer must pay the City’s reasonable costs and expenses relating to any consent or documentation required due to the operation of this clause 13.2. (d) Upon delivery of a Deed of Novation to the City pursuant to clause 13.2(a) the City must promptly, and in any event no later than 20 Business Days after receipt by the City of the Deed of Novation: (i) provide the Developer with a letter of consent by the City as caveator to the registration of the transfer transferring title to the Mirvac Land to the purchaser named as the incoming party under the Deed of Novation; and (ii) provide the Developer and the third party the subject of the Dealing with counterparts of the Deed of Novation properly executed by the City.

Dealing by the Developer. (a) Prior to registration of this document in accordance with clause 9, (i) the Developer must not Deal with this document or the Mirvac Land without without: (A) the prior written consent of the City, which must not be unreasonably withheld or delayed where the Developer complies with clause 13.2(a)(i)(B); and (B) the City, the Developer and the third party the subject of the Dealing entering properly executing counterparts into a deed of novation generally in the form included in Annexure A to this document with the City’s entry into such a deed not to be unreasonably withheld or delayed; and (C) prior to the proposed novation of its obligations under this document to a third party (the Incoming Party), the Developer must satisfy the City (acting reasonably) that the Incoming Party has sufficient assets, resources and expertise required to perform the Developer’s obligations under this document; and the City will use best endeavours to execute a deed generally in the form of Annexure A promptly when requested by the Developer; and (ii) the parties acknowledge that clause 13.2(a)(i) does not apply to Dealings in relation to the Land specified in Schedule 4 (other than any Dealing which benefits or affects the rights of the Deed of Novation and delivering those counterparts City, where the City’s consent would otherwise be required by reason of the Deed terms of Novation to the Dealing, or where the City’s consent is required as part of the exercise of the City’s statutory functions); and (iii) in the event that the consent of the City prior is otherwise required in relation to any Dealings specified in Schedule 4, the City consents to those Dealings (other than any Dealing which benefits or simultaneously with a transfer being signed in respect affects the rights of the Mirvac LandCity, where the City’s consent would be required by reason of it being the beneficiary of the Dealing, or otherwise by the terms of the Dealing, or where the City’s consent is required as part of the exercise of the City’s statutory functions). (b) On and from registration of this document in accordance with clause 9: (i) the Developer may Deal with this document without the consent of the City only as a result of the sale of the whole or part of the Mirvac Land (without subdivision) to a purchaser of the Land and provided the party the subject of the Dealing enters into a Deed of Novation and delivers a properly executed copy of the Deed of Novation to the CityLand; (ii) the Developer may register a plan of strata subdivision on which subdivides the Mirvac LandLand to create separate stratum lots for: (A) the Hunter Street Metro station (Station Lot); (B) that part of the Land comprising the Development (Development Lot); and (C) the airspace above the Development Lot (Airspace Lot), and the City consents to this document remaining registered only on the certificate of title to the common property of the strata plan Development Lot upon registration of the strata plan on the Mirvac Land; andof Subdivision; (iii) the Developer must not otherwise Deal with this document to a third party that is not a purchaser of the whole or any part of the Mirvac Land without without: (A) the prior written consent of the City and City, which must not be unreasonably withheld or delayed where the Developer complies with clause 13.2(b)(iii)(B); and (B) the City, the Developer and the third party the subject of the Dealing entering into Deed a deed of Novation and delivering a properly executed copy of novation generally in the Deed of Novation form included in Annexure A to the City (c) The Developer must pay this document with the City’s costs and expenses relating entry into such a deed not to any consent be unreasonably withheld or documentation required due delayed; (C) for the purposes of clause 13.2(b)(iii)(B), prior to the operation proposed novation of its obligations under this clause 13.2. document to a third party (d) Upon delivery of a Deed of Novation to the Incoming Party), the Developer must satisfy the City pursuant (acting reasonably) that the Incoming Party has sufficient assets, resources and expertise required to clause 13.2(a) perform the Developer’s obligations under this document. The City must promptly, and will use best endeavours to execute a deed generally in any event no later than 20 Business Days after receipt the form of Annexure A promptly when requested by the City of the Deed of Novation: (i) provide the Developer with a letter of consent by the City as caveator to the registration of the transfer transferring title to the Mirvac Land to the purchaser named as the incoming party under the Deed of Novation; and (ii) provide the Developer and the third party the subject of the Dealing with counterparts of the Deed of Novation properly executed by the CityDeveloper.

Dealing by the Developer. (a) Prior to registration of this document in accordance with clause 9, the Developer must not Deal with this document or the Mirvac Land, other than to acquire the Land without from the City in accordance with the Put and Call Option Deed between the Developer, the City, ▇▇▇ ▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇ dated 21 December 2018, without: (i) the prior written consent of the City which must not be unreasonably withheld or delayed; and (ii) the City, the Developer and the third party the subject of the Dealing entering properly executing counterparts into a deed of the Deed of Novation and delivering those counterparts of the Deed of Novation consent to the City prior Dealing on terms acceptable to or simultaneously with the City, acting reasonably and without delay. The preferred form of consent is a transfer being signed in respect deed of the Mirvac Land.novation, and a precedent deed of novation is attached to this document as Annexure C. (b) On and from registration of this document in accordance with clause 9: (i) the Developer may Deal with this document without the consent of the City only as a result of the sale of the whole Land or any part of the Mirvac Land (without subdivision) to a purchaser of provided that the Land Developer and provided the third party the subject of the Dealing enters have entered into a Deed deed of Novation and delivers novation, a properly executed copy precedent of the Deed of Novation such is attached to the Citythis document as Annexure C; (ii) the Developer may register lodge for registration with NSW Land Registry Services a: (A) plan of subdivision (including a strata or stratum plan of subdivision), and the City consents to this document remaining registered only on the certificate of title to the lot containing the ▇▇▇▇▇ Street Building and must do all things required to release this document from the certificate of title to the other lots created by the registration of that plan, as described at clause 9.2(b)(i); and (B) plan of strata subdivision on of the Mirvac Land or of any part of the Land, including a lot or stratum lot created upon the registration of a plan of subdivision as described in clause 13.2(b)(ii)(A), and the City consents to this document remaining registered only on the certificate of title to the common property of the strata plan for the ▇▇▇▇▇ Street Building, upon registration of the strata plan and must do all things required to release this document from the certificate of title to the other strata lots created by the registration of that plan, as described at clause 9.2(b)(ii). For the avoidance of doubt, it is intended this document will not be registered on title to any residential lots created following the Mirvac registration of a strata or stratum plan of subdivision of the Land or any part of the Land; (iii) the Developer may Deal with the Land or any part of the Land without the consent of the City if that Dealing is required to comply with any Authorisation (including the Development Consent); and (iiiiv) the Developer must not otherwise Deal with this document to a third party that is not a purchaser of the whole or any part of the Mirvac Land without without: (A) the prior written consent of the City and which must not be unreasonably withheld or delayed; and (B) the City, the Developer and the third party the subject of the Dealing entering into Deed a deed of Novation and delivering a properly executed copy of consent to the Deed of Novation Dealing on terms acceptable to the City. The preferred form of consent is a deed of novation, and a precedent deed of novation is attached to this document at Annexure C. (c) The Developer must pay the City’s reasonable costs and expenses relating to any consent or documentation required due to the operation of this clause 13.2. (d) Upon delivery of a Deed of Novation to the City pursuant to clause 13.2(a) the City must promptly, and in any event no later than 20 Business Days after receipt by the City of the Deed of Novation: (i) provide the Developer with a letter of consent by the City as caveator to the registration of the transfer transferring title to the Mirvac Land to the purchaser named as the incoming party under the Deed of Novation; and (ii) provide the Developer and the third party the subject of the Dealing with counterparts of the Deed of Novation properly executed by the City.