CLSA Schedule 21

7/21/2019 CLSA Schedule 21

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Schedule 2

Schedule 2 Ancillary Documents

Farm Lane Transfer

Gibbs Green School Transfer

42378078 2\1o08 7 7

Draft 8 November 201 2RGB/90883 00001/951 0001 11


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Land RegistryTransfer of part of registered tftFe s)

itle number(s) out of which the property is transferred:

NGL 62 25 and NGL226384

ther title number(s) against which matters contained in this transfer are to be registered ornoted, if any:

N/A

Property:

Land lying to the West of Farm Lane and 11 and 13 Farm Lane

The property is identified

on the attached plan and shown:

edged red

on the title plan(s) of the above titles and shown:

4 ate: [date]

5 Transferor:

The Mayor [Aldermen] and Burgesses of the London Borough of Hammersmith and Fulham

For UK incorporated companies/LLPsRegistered number of company or limited liability partnership including any prefix:

For overseas companies

a) Territory of incorporation:

b) Registered number in the United Kingdom including any prefix:

6 ransferee for entry in the register:

EC P roperties GP L imited as General Partner of EC Properties LP and EC Properties Nom inee Limited


7696161 and 7696994




7 Transferee s intended address(es) for service for entry in the register:

Grosvenor Street London W 1K 4QZ

8 The transferor transfers the property to the transferee

TP1 Farm Lane and 11-13 Farm Lane DOC Crown copyright (ref. LR/SC3) aserform International 7/11


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9 Consideration

The transferor has received from the transferee for the property the following sum in wordsand figures):

Five Million Seven Hundred Thousand Pounds f5,700,000.00)

LI The transfer is not for money or anything that has a monetary value

Insert other receipt as appropriate:

1 he transferor transfers with

full title guarantee

L I limited title guarantee

The covenants set out in sections 2 and 3 of the Law of Property Miscellaneous Provisions) Act 1994shall not extend to any matters subject to which the Property is transferred under the terms of theagreement dated [ ade between the Transferor and [ and [ or whichwould be revealed by searches and enquiries of public records or matters which would be revealed byany inspections or surveys of the Property this transfer being made subject to all such inspections orsurveys which the Transferor has permitted the Transferee to undertake)

11 eclaration of trust The transferee is more than one person and

they are to hold the property on trust for themselves as joint tenants

they are to hold the property on trust for themselves as tenants in common in equal shares

they are to hold the property on trust:

12 dditional provisions

Definitions

12 1nterpretation

1 2 1 1 n this Transfer, unless the context otherwise requires:-

Conduits means any pipes, sewers, septic tank, mains, ducts, gutters, watercourses, wires,cables, optic fibre channel and any other medium for the passage or transmission of water,gas, electricity, light, heat, steam, information and other matter.

Disposition includes a conveyance, transfer, lease, tenancy, licence whether amounting toa parting with or sharing of possession but the grant of any easement to gas water electricityor telecommunications operators or statutory undertakers in respect of services for theRetained Land shall not be deemed to be a Disposition.

Plan means the plan attached to this Transfer

Retained Land means the remainder of the land at the date of this Transfer comprised inTitle Number NGL162 125

Title Matters means the covenants contained in entry 1 Of the Charges Registers of TitlesNumbered NGL162125 and NGL226384 as at 2 9 t February 2011 insofar as they aresubsisting or capable of being enforced and affect or relate to the Property

Transferees Successors means the successors in title of the Transferee to the Property andeach and every part of it

Transferors Successors means the successors in title of the Transferor to the RetainedLand and each and every part of it

1 2 1 2 n interpreting this Transfer:-


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a) References to clauses and sub-clauses unless otherwise specified mean the clauses ancsub-clauses of this Transfer and headings to them are to be disregarded interpreting thiTransfer

b) Any covenant by the Transferor or the Transferee not to do any act or thing is deemedto include an obligation not to permit or suffer such act or thing to be done.

c) Where any party comprises more than one person the obligations and liabilities of thatparty under this Transfer shall be joint and several obligations and liabilities of thosepersons

Rights granted for the benefit of the Property

12.2 he Property and each and every part of it is transferred together with the following rightsfor the benefit of the Property and each and every part of it for the Transferee and theTransferee s Successors and their tenants and all those authorised by them but in common(where appropriate) with the Transferor, the Transferor s Successors, persons authorised byany of them and all others having the like right

12.2.1 onduits

a) to free and uninterrupted passage and running of services through the Conduitsserving the Property which are now laid on or under or passing through 01 over theRetained Land and through any new Conduits laid on or under or passing through 01over the Retained Land in the future

b) at all reasonable times (and except in case of emergency when no notice is required)in day time and by prior appointment to enter on to such parts of the Retained Landon which buildings have not been erected to lay, construct, extend, make connectionswith, inspect, cleanse, maintain, repair, upgrade, renew or re-lay any Conduits now orat any time in the future serving the Property or intended to serve the Property or anypart of it subject to such person exercising this right causing as little inconvenienceand damage as possible and making good as soon as reasonably practicable anyphysical damage thereby caused to the Retained Land (and/or to Conduits thereon andserving it) in the exercise of this right to the reasonable satisfaction of the Transferoror the Transferors Successors.

12.2.2 upport

of subjacent and lateral support (for the Property and the buildings from time to time erectedthereon) from the Retained Land and every part of it.

12.2.3 evelopment

to develop, build, rebuild, reconstruct, modify, amend, vary, demolish, alter and/or otherwise

re-develop the Property and every part of it in such manner as the Transferee and theTransferee s Successors and/or their respective tenants and all those authorised by any ofthem shall think fit notwithstanding any interference thereby occasioned to the access of lightand/or air to any buildings now or at any time in the future on the Retained Land or any partof it and notwithstanding any interference with or infringement of any other rights whatsoever(apart from the right of support granted at paragraph 12.3) which the Retained Land or anypart of it (and/or the tenants or occupiers thereof) may have against the Property to the intentthat the Transferor and the Transferor s Successors and their respective tenants and/or otheroccupiers of the Retained Land shall be deemed to enjoy the access and use of light and air tothe Retained Land and buildings from time to time erected thereon and any other rights whichthey may have over the Property (except for the right of support granted at paragraph 12.3)with the consent and by the licence of the Transferee and the Transferee s Successors and

shall not by the enjoyment thereof acquire any absolute or indefeasible or other rights theretofrom and over the Property nor acquire any right to restrain impede or control the erection ofany building or the alteration of or reconstruction of any building of whatever heightelevation and width upon the Property and the subsequent use and enjoyment thereof as theowners tenants and occupiers thereof see fit.


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12.2.4 vers ailing

To oversail the Retained Land and buildings from time to time on the Retained Landwith the booms and/or counter booms of cranes (but for the avoidance of doubt so thatany such crane shall be erected on the Property and not on any part of the RetainedLand) required in connection with any works of repair, maintenance and/orconstruction or demolition upon the Property PROVIDED ALWAYS that the personexercising this right shall ensure that any such cranes are erec ted kept andsubsequently dismantled in a good and workmanlike manner with all proper skill andcare and in compliance with any statutory requirements imposed by law, statute,statutory or public authority for the time being in force including all relevant healthand safety regulations and requirements and must carry insurance at a level to beapproved by the owner for the time being of the Retained Land (acting reasonably andsuch approval not to be unreasonably withheld or delayed) for third party and publicliability with a reputable insurer in this regard and must keep the Transferor and theTransferor s Successors indemnified against all proper costs claims, demands,damage, expenses, loss, proceedings and liability whatsoever caused by or arisingfrom the exercise of this right including (without prejudice to the generality of theforegoing) caused by anything falling on any person, property or thing of any kind

from any such crane or caused by the collapse of any such crane or any part of it ANDFURTHER PROVIDED THAT prior to the Transferee or the Transferee s Successorsexercising the rights set out in this clause 12.2.4 the Transferee or the Transferee sSuccessors as the case may be) must first:

(a) give to the Transferor or the Transferor s Successors not less than 21 days noticeof its intention to exercise this right; and

(b) comply with any other reasonable safety requirements of the Transferor or theTransferor s Successors for the protection of the Retained Land as are notified inwriting to the Transferee or the Transferee s Successors.

Rights reserved for the benefit of other land

12.3 here are excepted and reserve d out of the Property for the Transferor and the Transferor sSucc essors a right of subjacent and lateral suppo rt (for the Retained L and and the buildingsfrom time to time thereon) from the Property.

For the avoidance of dou bt it is acknow ledged and co nfirmed by the T ransferor that there are no otherrights whatsoever retained ov er the Property for the benefit of the Retained Land or any part of it(and/or for the benefit of the tenants or occu piers thereof)

Restrictive coven ants by the transferee

None.

Restrictive coven ants by the transferor

None.

Other

Transferee s Personal Indemnity Covenant in respect of Incumbrances

12.4 he Transferee cov enants with the Transferor by way of indenm ity only and not further orotherwise that the Transferee will at all times hereafter perform and observe the TitleM atters and will keep the Transferor and the Transferors Successors fully indem nified from


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and against all actions, claims, demands, losses, costs, expenses, damages and liability inrespect of any future breach or non-observance or non-performance of them.

Covenants by the Transferor

12 5 he Transferor covenants on behalf of itself and the Transferor s Successors with theTransferee and the Transferee s Successors for the benefit of the Property and each andevery part of it not to make any objection in respect of any planning applications or anyother applications of which ever nature which the Transferee or the Transferee s Successorsmay make at any time in respect of the Property or any part of it Provided That this shall notaffect the Transferor s powers duties and obligations in its capacity as a local planningauthority or in respect of its statutory duties.

12 6 o Reservation of Light and ir or of other rights

It is agreed and declared that this Transfer does not reserve for the benefit of the RetainedLand or any part of it any right of light or air or any other rights whatsoever (except for theright of support granted at paragraph 12.3) which would or might interfere with or restrictthe free use of the Property for building or any other purpose whatsoever and this Transfershall not be construed or operate so as to imply the reservation of any such rights and for theavoidance of doubt the Transferor (for itself, for the Transferor s Successors and all of theirrespective tenants, both present and future) agrees to waive all future claims against anyonewhich any of them (or any person claiming through or under any of them) may have inrespect of any loss of light and/or air to any part of the Retained Land and/or any buildingsnow or in the future erected thereon and/or in respect of the interference with orinfringement of any other rights whatsoever any of them may have over the Property (exceptfor the right of support grantee at paragraph 12 3) resulting from the erection of any newbuildings and/or alterations 01 additions to any buildings and/or other development workswhatsoever at the Property and/or its subsequent use and enjoyment as the owner tenants andoccupiers therefore see fit

12 7 onduits

It is agreed and declared that in respect of Conduits serving both the Retained Land and theProperty and situated under, in or on the Retained Land (if any) the cost of maintenance,repair and renewal of the same shall be borne by the parties using the same in fairproportions according to actual user thereof from time to time.

12 8 hird Party Rights

Pursuant to Section 1(2)(a) of the Contracts (Rights of Third Parties) Act 1999 the partiesintend that no term of this Transfer may be enforced by a third party other than theTransferor s Successors and/or the Transferee s Successors.

12 9 rbitration

Any dispute or difference arising under the provisions of this Transfer in respect of theproportion of contributions towards the cost of maintenance and repair to be paid by eitherparty shall be submitted to arbitration in the manner provided by the Arbitration Act 1996 orany statutory modification or re-enactment thereof.

3 xecution

5


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Executed as a deed by affixing the common seal of The ommon seal of companyMayor [ ldermen] and Burgesses of the LondonBorough of Hammersmith Fulham in the presence of:

[The officer duly authorised on behalf of the Council]

Executed as a deed by EC Properties GP Limited acting ignatureby a director and its secretary or two directors

Director

Signature

Director/Secretary

Executed as a deed by EC Properties Nominee Limitedacting by a director and its secretary or two directors

Signature

Director

Signature

Director/Secretary

WARNINGIf you dishonestly enter information or make a statement that you know is, or might be, untrue or misleading, and intend bydoing so to make a gain for yourself or another person, or to cause loss or the risk of loss to another person, you may committhe offence of fraud under section 1 of the Fraud Act 2006, the maximum penalty for which is 10 years imprisonment or anunlimited fine, or both.

Failure to complete this form with proper care may result in a loss of protection under the Land Registration Act 2002 if, as aresult, a mistake is made in the register.

Under section 66 of the Land Registration Act 2002 most documents (including this form) kept by the registrar relating to anapplication to the registrar or referred to in the register are open to public inspection and copying. If you believe a documentcontains prejudicial information, you may apply for that part of the document to b e made exempt using Form EX1, under rule136 of the Land Registration Rules 2003:


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Land RegistryTransfer of part of registered title s ) TP1

Title number(s) out of which the property is transferred:

NGL2 10692

2 Other title number(s) against which matters contained in this transfer are to be registered ornoted, if any:

NG L61647 LN130505 433567 433579 N GL264674 NG L1 11673 N GL552056 [and] NG L210692[LN22951 and BGL1 8072]

3 Property:

Land lying to the N orth East of Mund Street

The property is identified

on the attached plan and shown:edged red

L n the title plan(s) of the above titles and shown:

4 Date: [date]

5 Transferor:The Mayor [Aldermen] and Bu rgesses of the London B orough of Hamm ersmith and Fulham

For UK incorporated companies/LLPs

Registered number of company or limited liability partnership including any prefix:




6 Transferee for entry in the register:

EC Properties GP L imited as General Partner of EC Properties LP and EC Properties Nom inee Limited


7696161 and 7696994




7 Transferee s intended address(es) for service for entry in the register:

15 Grosvenor Street London W1K 4QZ

The ransferor transfers the property to the transferee

DWSLIB-9544518-v1Gibbs Green updated TP1 - 21 1 2013 (4).DOC Crown copyright (ref. LRISC.3) aserform International 7/11


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9 Consideration

The transferor has received from the transferee for the property the following sum in wordsand figures):

Nine Million Three Hundred Thousand Pounds 9,300,000)

L I The transfer is not for money or anything that has a monetary value

Insert other receipt as appropriate:

10 The transferor transfers with

full title guarantee

LI limited title guaranteeThe covenants set out in sections 2 and 3 of the Law of Property Miscellaneous Provisions) Ac t 1994shall not extend to any m atters subject to which the Prop erty is transferred under the terms of theagreement dated [ m ade betw een the Transferor and [ and[ or whichwould be revealed by searches and enquiries of public records or matters which would be revealed byany inspections or surveys of the Property this transfer being made subject to all such inspections orsurveys w hich the Transferor has nermitted the Transferee to undertake).

eclaration of trust. The transferee is more than one person and

L they are to hold the property on trust for themselves as joint tenants

they are to hold the property on trust for themselves as tenants in common in equal shares

they are to hold the property on trust:

2 dditional provisions

Definitions

12.1 nterpretation

12.1.1 n this Transfer, unless the context otherwise requires:-

Conduits means any pipes, sewers, septic tank, mains, ducts, gutters, watercourses,wires, cables, optic fibre channe l and any other m edium for the passage ortransmission of water, gas, electricity, light, heat, steam, information and other matter.

Disposition includes a conveyance, transfer, lease, tenancy, licence whetheramounting to a parting with or sharing of possession but the grant of any easement togas water electricity or telecommunications operators or statutory undertakers inrespect of services for the Retained Land shall not be deemed to be a Disposition.

Plan means the plan attached to this Transfer.

Retained Land means the remainder of the land at the date of this Transfercomprised in Title Number NGL2 10692 and all of the land in titles numberedNGL61647, LN130505, 433567 433579 NGL264674, NGL111673, NGL552056[and] NGL210692 [LN22951 and BGL18072]

Title M atters means the covenants contained in entry 1 of the Charges Register ofTitle Number NGL2 10692 as at 26 August 2011 insofar as they are subsisting orcapable of being enforced and affects or relates to the Property

Transferees Successors means the successors in title of the Transferee to theProperty and each and every part of it

2


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Transferors Land means

a) those areas of land shown edged red on the plan numbered Plan 2 and annexed tothis transfer and council is entitled to provide a plan showing land outside othe option site but nearby to it that they want to ben efit from this covenant

b) those areas of land shown edged red on the plan numbered 55100/75 andannexed to this transfer; and [ie. the option land under the CLSA includingthe Seagrave Road Houses. Naturally the covenant will cease to be of effectto the phases as and when the transferee draws down phases under theCLSA. When all phases are drawn down the covenant will not apply to anyof the option land save for the land at (c) below]

c) those areas of land acquired by the Transferor from the Transferee asReplacement Accommodation as defined in a Conditional Land Sale Agreementdated [ 2013 and made between the Mayor and Burgesses of theLondon Borough of Harnmersmith and Fulham (2) EC Properties LP and (3)Earls Court Limited

Transferors Successors means the successors in title of the Transferor to theRetained Land and each and every part of it.

12.1.2 n interpreting this Transfer:-

a) References to clauses and sub-clauses unless otherwise specified mean theclauses and sub-clauses of this Transfer and headings to them are to bedisregarded interpreting this Transfer.

b) Any covenant by the Transferor or the Transferee not to do any act or thing isdeemed to include an obligation not to permit or suffer such act or thing to bedone

c) Where any party comprises more than one person the obligations and liabilitiesof that party under this Transfer shall be joint and several obligations andliabilities of those persons.

Rights granted for the b enefit of the Property

12.2 he Property and each and every part of it is transferred together with the followingrights for the benefit of the Property and each and every part of it for the Transfereeand the Transferee s Successors and their tenants and all those authorised by them

but in common (where appropriate) with the Transferor, the Transferor s Successors,persons authorised by any of them and all others having the like right:

12.2.1 onduits

a) to free and uninterrupted passage and running of services through the Conduitsserving the Property which are now laid on or under or passing through orover the Retained Land and through any new Conduits laid on or under orpassing through or over the Retained Land in the future

b) at all reasonable times (and except in case of emergency when no notice is

required) in day time and by prior appointment to enter on to such parts of theRetained Land on which buildings have not been erected to lay, construct,extend, make connections with, inspect, cleanse, maintain, repair, upgrade,renew or re-lay any Conduits now or at any time in the future serving theProperty or intended to serve the Property or any part of it subject to suchperson exercising this right causing as little inconvenience and damage as


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possible and making good as soon as reasonably practicable any physicaldamage thereby caused to the Retained Land (and/or to Conduits thereon andserving it) in the exercise of this right to the reasonable satisfaction of theTransferor or the Transferors Successors.

12 2 2 upport

of subjacent and lateral support (for the Property and the buildings from time to time

erected thereon) from the Retained Land and every part of it.12 2 3 evelopment

to develop, build, rebuild, reconstruct, modify, amend, vary, demolish, alter and/orotherwise re-develop the Property and every part of it in such manner as theTransferee and the Transferee s Successors and/or their respective tenants and allthose authorised by any of them shall think fit notwithstanding any interferencethereby occasioned to the access of light and/or air to any buildings now or at anytime in the future on the Retained Land or any part of it and notwithstanding anyinterference with or infringement of any other rights whatsoever (apart from the right

of support granted at paragraph 12.3.2which the Properties or any of them or any

part of them (and/or the tenants or occupiers thereof) may have against the Property tothe intent that the Transferor and the Transferor s Successors and their respectivetenants and/or other occupiers of the Retained Land shall be deemed to enjoy theaccess and use of light and air to the Retained Land and buildings from time to timeerected thereon and any other rights which they may have over the AdjoiningProperty (except for the right of support granted at paragraph 12.3.2) with the consentand by the licence of the Transferee and the Transferee s Successors and shall not bythe enjoyment thereof acquire any absolute or indefeasible or other rights thereto fromand over the Property nor acquire any right to restrain impede or control the erectionof any building or the alteration of or reconstruction of any building of whatever

height elevation and width upon the Property and the subsequent use and enjoymentthereof as the owners tenants and occupiers thereof see fit.

12 2 4 versailing

To oversail the Retained Land and buildings from time to time on the Retained Landwith the booms and/or counter booms of cranes (but for the avoidance of doubt so thatany such crane shall be erected on the Property and not on any part of the RetainedLand) required in connection with any works of repair, maintenance and/orconstruction or demolition upon the Property PROVIDED ALWAYS that the personexercising this right shall ensure that any such cranes are erected kept and

subsequently dismantled in a good and workmanlike manner with all proper skill andcare and in compliance with any statutory requirements imposed by law, statute,statutory or public authority for the time being in force including all relevant healthand safety regulations and requirements and must carry insurance at a level to beapproved by the owner for the time being of the Retained Land (acting reasonably andsuch approval not to be unreasonably withheld or delayed) for third party and publicliability with a reputable insurer in this regard and must keep the Transferor and theTransferor s Successors indemnified against all proper costs, claims, demands,damage, expenses, loss, proceedings and liability whatsoever caused by or arisingfrom the exercise of this right including (without prejudice to the generality of theforegoing) caused by anything falling on any person, property or thing of any kindfrom any such crane or caused by the collapse of any such crane or any part of it ANDFURTHER PROVIDED THAT prior to the Transferee or the Transferee s Successorsexercising the rights set out in this clause 12.2.4 the Transferee or the Transferee sSuccessors (as the case may be) must first:


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a) give to the Transferor or the Transferor s Successors not less than 21 days noticeof its intention to exercise this right; and

b) comply with any other reasonable safety requirements of the Transferor or theTransferor s Successors for the protection of the Retained Land as are notified inwriting to the Transferee or the Transferee s Successors.

Rights reserved for the benefit of other land

12.3 here are excepted and reserved out of the Property for the benefit of the RetainedLand and each and every part of it the following rights for the benefit of the RetainedLand and each and every part of it for the Transferor and the Transferor s Successorsbut in common (where appropriate) with the Transferee, the Transferee s Successorstheir tenants and all persons authorised by any of them and all others having the likeright:-

12.3.1 lterations

The Transferor or the Transferor s Successors or persons authorised by any of them

may alter or replace any of the Conduits on or under the Retained Land in respect ofwhich rights are granted to the Transferee by this Transfer in order to alter theirroutes, to improve their capabilities or otherwise as reasonably required by theTransferor or the Transferor s Successors PROVIDED THAT:

a) all necessary planning permissions and any building regulations consentrequired for any such works has been obtained and copies supplied to theTransferee or the Transferee s Successors (as the case may be);

b) any such alterations or replacements are effected in such a way as to cause theminimum possible inconvenience and disruption in the use of the Conduits bythe Transferee or the Transferee s Successors and/or their respective tenantsand others authorised by any of them (as the case may be)

c) any references to Conduits in the rights granted by this Transfer or covenantscontained in this Transfer means the Conduits as so altered or replaced fromtime to time;

d) any rights granted in respect of the Conduits contained in this Transfer aredeemed to be subject to the foregoing provisions of this sub-clause

12.3.2 upport

of subjacent and lateral support (for the Retained Land and the buildings from time totime thereon from the Property.

Restrictive covenants by the transferee

See clause 12.10 below

Restrictive covenants by the transferor

None.

ther

Transferee s Personal Indemnity Covenant in respect of Incumbrances

12.4 he Transferee covenants with the Transferor by way of indemnity only and not


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further or otherwise that the Transferee will at all times hereafter perform andobserve the Title Matters and will keep the Transferor and the Transferor sSuccessors fully indemnified from and against all actions, claims, demands, losses,costs, expenses, damages and liability in respect of any future breach or non-observance or non performance of them.

ovenants by the Transferor

12 5 he Transferor covenants on behalf of itself and the Transferor s Successors with theTransferee and the Transferee s Successors for the benefit of the Property and eachand every part of it as follows:

12 5 1 lanning

Not to make any objection in respect of any planning applications or any otherapplications of which ever nature which the Transferee or the Transferee s successorsmay make at any time in respect of the Property or any part of it Provided That thisshall not affect the Transferor s powers duties and obligations in its capacity as a local

planning authority or in respect of its statutory duties.

12 6 o Reservation of Light and ir or of other rights

It is agreed and declared that this Transfer does not reserve for the benefit of theRetained Land or any part of it any right of light or air or any other rightswhatsoever (except for the right of support granted at paragraph 12.3.2) which wouldor might interfere with or restrict the free use of the Property for building or anyother purpose whatsoever and this Transfer shall not be construed or operate so as toimply the reservation of any such rights and for the avoidance of doubt theTransferor (for itself, for the Transferor s Successors and all of their respective

tenants, both present and future) agrees to waive all future claims against anyonewhich any of them (or any person claiming through or under any of them) may havein respect of any loss of light and/or air to any part of the Retained Land and/or anybuildings now or in the future erected thereon and/or in respect of the interferencewith or infringement of any other rights whatsoever any of them may have over theProperty (except for the right of support granted at paragraph 12.3.2) resulting fromthe erection of any new buildings and/or alterations or additions to any buildingsand/or other development works whatsoever at the Property and/or its subsequentuse and enjoyment as the owner tenants and occupiers therefore see fit

12 7 onduits

It is agreed and declared that in respect of Conduits serving both the Retained Landand the Property and situated under, in or on the Retained Land (if any) the cost ofmaintenance, repair and renewal of the same shall be borne by the parties using thesame in fair proportions according to actual user thereof from time to time.

12 8 hird Party Rights

Pursuant to Section 1(2)(a) of the Contracts (Rights of Third Parties) Act 1999 theparties intend that no term of this Transfer may be enforced by a third party otherthan the Transferor s Successors and/or the Transferee s Successors.

12 9 rbitration

Any dispute or difference arising under the provisions of this Transfer in respect ofthe proportion of contributions towards the cost of maintenance and repair to be paidby either party shall be submitted to arbitration in the manner provided by the


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Arbitration Act 1996 or any statutory modification or reenactment thereof.

12 10 estrictive Covenant

Subject to the following provisions of this clause 12.10 the Transferee covenantswith the Transferor (so as to bind the Property and every part of it and so as to protectthe Transferors Land and the amenity of the residential properties thereon owned bythe Transferor from time to time) that no part of the Property shall be developed orused as a Stadium.

2 or the purposes of this clause Stadium means a building comprising an arena andseating for sports events and having a seating capacity of more than 10,000.

his covenant is for the sole benefit of the Transferors Land (and the benefit of thecovenant shall not be annexed to or run with any land that shall cease to be owned bythe Transferor) and no person other than the Transferor (or any statutory successor toits functions as a local authority) shall have any right to enforce release or vary thiscovenant.

4 his covenant shall cease to apply or have effect on 31 December 2035 (save inrespect to any enforcement commenced prior to such date relating to a breach prior tothat date .

No person shall have any liability in respect of any breach of this covenant thatoccurs after it shall have parted with all interest in the land upon which such breachoccurs

3 Execution

Executed as a deed by affixing the common seal of TheMayor [ ldermen] and Burgesses of the LondonBorough of Hammersmith Fulham in the presence of:

Comm on seal of company

[The officer duly authorised on beh alf of the Council]

Executed as a deed by EC Properties GP Limited acting ignatureby a director and its secretary or tw o directors

Director

Signature

Director Secretary

Executed as a deed by EC Properties Nominee Limited ignatureacting by a director and its secretary or tw o directors

Director

Signature

Director Secretary


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WARNINGIf you dishonestly enter information or make a statement that you know is, or might be, untrue or misleading, and intend bydoing so to make a gain for yourself or another person, or to cause loss or the risk of loss to another person, you may committhe offence of fraud under section 1 of the Fraud Act 2006, the maximum penalty for which is 10 years imprisonment or anunlimited fine, or both.

Failure to complete this form with proper care may result in a loss of protection under the Land Registration Act 2002 if, as aresult, a mistake is made in the register.

Under section 66 of the Land Registration Act 2002 most documents (including this form) kept by the registrar relating to anapplication to the registrar or referred to in the register are open to public inspection and copying. If you believe a documentcontains prejudicial information, you may apply for that part of the document to be made exempt using Form EX1, under rule136 of the Land Registration Rules 2003.