Land to which this Schedule applies

The provisions of this Schedule 5 shall apply in respect of all the land failing within the
Relevant Phase (save in respect of Third Party Interests within the Relevant Phase acquired
pursuant to paragraph 7.4 of Part 1 of Schedule 6) and such land shall be the "Phase
Transfer Land" for the purposes of this Schedule.
2 Title and Title Guarantee
2.1
The Council sells the Phase Transfer Land with full title guarantee (save as to those areas
shaded blue on the plan attached and labelled Option Land Plan where the Council will
,...L_. 4.I.-. .... t-.....-.\ ...... ...-.

out ... 4.1-..-. .-..., -.

transfer s uch 1I1I It IIClJC1 01.41 III IL- 11 P1 lase I IIIIII
2.2 The Council shall:
2.2.1
provide all reasonable assistance to secure registration of the Buyer (or relevant Purchase
Company) as the registered proprietor of the Phase Transfer Land as soon as reasonably
practicable after each Relevant Phase Completion, 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
Buyer to respond to the Land Registry within the time limits set for doing so;
2.2.2 assist the Buyer with any application to remove reference to any matters and/or leasehold
interests relevant to the Phase Transfer Land and that are no longer subsisting as at the
Phase Completion Date.
2.2.3 The Buyer acknowledges that it has investigated title to such part of the Phase Transfer Land
comprised within title numbers title numbers 433567 (as at 02 NOV 2012 at 14:57:49),
LN21619 (as at 02 NOV 2012 at 14:59:16), LN130505 (as at 02 NOV 2012 at 14:52:23),
NGL61647 (as at 30OCT 2012 at 13:47:12), NGL1 11673 (as at 02 NOV 2012 at 15:05:15),
NGL21 0692 (as at 02 NOV 2012 at 15:10:34), NGL264674 (as at 02 NOV 2012 at 15:04:01),
NGL552056 (as at 02 NOV 2012 at 15:06:53) and 433579 (as at 06 NOV 2012 at 14:36:00)
and the Buyer shall not be entitled to raise requisitions on matters arising in connection with
such title numbers before the relevant dates specified.
Vacant Possession
The Phase Transfer Land is sold with vacant possession but subject only to and with the
benefit of those leases subsisting at the Phase Completion Date and which are vested in the
Buyer or a Sub-Buyer.
4 Matters affecting the Phase Transfer Land
Without prejudice to paragraph 2, the Phase Transfer Land is sold subject to and where
applicable with the benefit of the following matters (so far as they affect the Phase Transfer
Land and are subsisting or capable of taking effect) and the Buyer is deemed to purchase
with full knowledge of such matters:
4.1 The rights, covenants, easements and other matters contained or referred to in the Property
Register and Charges Register of the Phase Transfer Land (other than financial charges).
42878078.2\1o08 183
RGB/90883.00001/951 0001.11
Schedule 5
4.2 The matters contained or referred to in the Relevant Phase Transfer.
4.3
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:
4.3.1
override the disposition of any such estate which is currently registered or will be registered
prior to the Relevant Phase Completion Date; or
4.3.2
override the first registration of title to any such estate which is currently not registered and
will not be registered prior to the Relevant Phase Completion Date or would override first
registration of title to such estate if such estate were capable of being registered.
4.4 The matters mentioned in Standard Condition 3.1.2.
4.5 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.
4.6
All notices served and orders, demands, proposals or requirements made by any local or any
public authority before the date of this Agreement.
4.7
All actual or proposed orders, directions, notices, charges, restrictions, conditions,
agreements and other matters arising under any statute or statutory provision affecting the
Phase Transfer Land.
5 CPO and title
The provisions of paragraphs 2, 3 and 4 of this Schedule 5 are without prejudice to the
obligations of the Parties under Schedule 6.
6 State of Repair
The Phase Transfer Land shall be sold in its existing state of repair and no warranty is to be
given or implied that any repairing obligations pursuant to the relevant tenancy have been
complied with.
7 Form, Engrossment and Execution
7.1
The Phase Transfer shall be the form as agreed by the Parties pursuant to Schedule 7 and
the Council and the Buyer shall observe and perform their respective obligations therein.
7.2
The Buyer shall procure that the Buyers Solicitors shall prepare engrossments of each Phase
Transfer and a duplicate thereof and supply such engrossments to the Councils Solicitors not
later than 5 Working Days prior to each Relevant Phase Completion Date.
7.3
The Council shall procure that the engrossment of the Phase Transfer and the duplicate
thereof duly executed by the Council shall be returned to the Buyers Solicitors not later than
4 Working Days after such engrossments have been delivered to the Councils Solicitors
pursuant to paragraph 7.2.
8 Completion
8.1
The Relevant Phase Completion shall take place on the Relevant Phase Completion Date.
42878078.2\1o08
184
RGB/90883.00001 /9510001.11
Schedule 5
8.2
Each Phase Completion shall take place at the Buyers Solicitors offices (or such place as the
Buyer may nominate acting reasonably).
8.3 Any Phase 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.
9 Standard Conditions
The Standard Conditions shall apply to the sale and purchase of the Phase Transfer Land,
save as otherwise set out below or elsewhere in this Agreement:
9.1 References to the seller shall be to the Council and references to the buyer shall be to the
Buyer.
9.2 Standard Condition 7.1.2 shall apply.
9.3 Standard Conditions 1.3, 1.4, 1.5, 2, 3.2.2, 3.2.3, 4, 5, 6.3, 6.5, 6.6.4, 7.1.3, 8.1, 8.2, 8.3.6,
8.3.7, 8.3.8, 8.4, 10 and 11 shall not apply.
9.4 After the words "was made" in Standard Condition 6.2 the words "or, where applicable the
date on which title was deduced pursuant to clause 29 of this Agreement" and such Standard
Condition shall be read and construed accordingly.
42878078.2\1o08 185
RGB/9088300001/9510001.1 1