954453501

Ref: 647254.07000

DATED T1T 2013

(1) THE MAYOR AND BURGESSES OF THE

LONDON BOROUGH OF HAMMERSMITH & FULHAM

(3) EARLS COURT LIMITED

COMPULSORY PURCHASE, CLOSURE ORDER AND

APPROPRIATION SCHEME COSTS AND

COMPENSATION AGREEMENT

in relation to the Conditional Land and Sale Agreement

in relation to land at the West Kensington and Gibbs

Green Estates, London W14

U Pinsent Masons

4’4466831.1 Q

I DEFINITIONS AND INTERPRETATIONS 1

2 CPO, CLOSURE ORDER AND APPROPRIATION SCHEME COMPENSATION AND COSTS \11 7

3 THE CPO AND/OR CLOSURE ORDER: THIRD PARTY OBJECTIONS, REFERENCES TO THE TRIBUNAL AND/OR APPEALS THEREFROM 13

4 VALUE ADDED TAX AND SDLT 14

5 DISPUTES 15

6 NOTICES AND OTHER REQUESTS DEMANDS APPROVALS AND CONSENTS 17

7 INTEREST 17

8 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 17

9 CONTINUANCE OF AGREEMENT 17

10 CONFIDENTIALITY 17

11 FREEDOM OF INFORMATION 17

12 NO PARTNERSHIP 18

13 COUNCIL’S STATUTORY POWERS 18

14 TERMINATION 18

15 ALIENATION 18

16 GOVERNING LAW 18

17 GUARANTOR’S OBLIGATIONS 18

SCHEDULE 1 - CPO COMPENSATION AND COSTS AND CLOSURE ORDERS COMPENSATION AND COSTS AND APPROPRIATION SCHEME COMPENSATION AND COSTS 19

SCHEDULE 2 - NON DEDUCTIBLE APPROVED EXPENDITURE SCHEME 25

43466831 .1\MD

THIS DEED is made 2013

BETWEEN

(1) THE MAYOR AND BURGESSES OF THE LONDON BOROUGH OF HAMMERSMITH &

FULHAM of Town Hall, King Street, Hammersmith London, W6 9JU ("the Council");

(2) EC PROPERTIES LP a limited partnership registered in England and Wales under number

LP1 4695 whose registered office is at 15 Grosvenor Street, London W1 4QZ acting by its general

partner EC Properties GP Limited (company number 7696161) whose registered office is at 15

Grosvenor Street, London W1 4QZ ("the Buyer"); and

(3) EARLS COURT LIMITED (Company Number 557278) whose registered office is at 15 Grosvenor

Street, London Wi K 40Z ("the Guarantor").

RECITALS

(A) Capitalised terms and expressions used in these recitals shall have the meaning attributed to them

in Clause 1.

(B) The Council wishes to secure the comprehensive redevelopment of the Option Land as part of a

scheme for the Earls CourtRegeneration Site.

(C) The Council is prepared to consider passing a resolution to make one or more CPOs and to

undertake Appropriation and implement one or more Appropriation Schemes to secure the

acquisition and development of the Option Land on the basis that the Buyer funds all CPO

Compensation and Costs and Appropriation Scheme Compensation and Costs pursuant to the

terms of this Deed and the CLSA.

(D) The Council enters into this Deed in its capacity as the promoting and acquiring Council for the

purposes of the proposed CPOs, Closure Orders, Appropriation and Appropriation Scheme.

(E) At the same time as entering into this Deed the Council and the Buyer have entered into the CLSA

which provides for the sale of the Council’s land interests in the Option Land and the terms of this

Deed shall only apply from the date of delivery of the CLSA.

IT IS AGREED AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATIONS

1.1 In this Deed the following expressions shall have the following meanings:

4. 4631 1’MD

"Act" means the Town and Country Planning Act 1990

"Advance Payments" means the same as defined in the CLSA.

r’;4 44_,. +ko CIA F- JIJvv0.JIC …#apItoI means iC same 00 LAO!!! lOLA II I U LA _LAJfl.

Expenditure"

"Appropriation" means the same as defined in the CLSA

"Appropriation Scheme" means the same as defined in the CLSA

"Appropriation Scheme means the compensation in accordance with section 10 of the

Compensation" Compulsory Purchase Act 1965 (or as may otherwise be agreed)

in respect of the implementation of an Appropriation Scheme

specified in paragraph 3 of Schedule 1 to this Deed.

"Appropriation Scheme means the Appropriation Scheme Compensation and Appropriation

Compensation and Costs" Scheme Costs incurred by the Council as set out in Schedule 1 to

this Deed.

"Appropriation Scheme means the costs in respect of the implementation of an

Costs" Appropriation Scheme as set out in Schedule 1 to this Deed and in

each case reasonably and properly incurred by the Council.

"Appropriation Scheme means the same as defined in the CLSA.

Land"

"Approved Closure Order" means the same as defined in the CLSA.

"Approved CPO" means the same as defined in the CLSA.

"BIA" means the blight indemnity agreement dated 16 March 2012 and

made between (1) the Council and (2) Capital & Counties Limited

as extended by letter dated 9 July 2012.

43466831.1\MD

"BIA Covenantor" means the Covenantor as defined and named in the BIA,

"Blight Notice" means any valid blight notice served on the Council under the

provisions of Section 150 and paragraph 5 of schedule 13 to the

Act in respect of any Third Party Interest in the Option Land in

consequence of and arising from the adoption of the SPD and/ or

after making an Approved CPO any valid blight notice served as

aforesaid citing paragraph 22 of schedule 13 to the Act.

"Buyer’s Appropriation means the same as defined in the CLSA.

Scheme Notice"

"’Buyers Solicitors" means Pinsent Masons LLP of 30 Crown Place London EC2A 4ES

(Ref: 638930.07010!RDF) or such other firm of solicitors as the

Buyer notifies to the Council in writing.

"Closure Order" means the same as defined in the CLSA.

"Closure Orders means the compensation calculated in accordance with the Code

Compensation" in respect of Closure Orders specified in paragraph 1 of Schedule

1 to this Deed subject always to the Total CPO and Closure Orders

Compensation and Costs Sum.

"Closure Orders Costs" means the costs in respect of Closure Orders set out in Schedule 1

to this Deed and in each case reasonably and properly incurred by

the Council and subject always to the Total CPO and Closure

Orders Costs Sum.

"Closure Orders means the Closure Orders Compensation and Closure Orders

Compensation and Costs" Costs incurred by the Council as set out in Schedule 1 to this Deed

and subject always to the Total CPO and Closure Orders

Compensation and Costs Sum.

"CLSA" means the conditional land sale agreement made between the

parties to this Deed on or about the same date as this Deed.

"Code" means the principles for calculating compensation for compulsory

acquisition laid down in the Compulsory Purchase Act 1965 and/or

the Land Compensation Acts 1961 and 1973 and/or the Act

together with case law and established practice.

"Council’s Solicitors" means the solicitors appointed by the Council to assist the Council

in making and securing confirmation and implementation of

compulsory purchase orders and Appropriation and the

43466831 1MD

implementtion of Appropriation Schemes to acquire Third Party

Interests and Closure Orders to enable the Development to be

carried out, which are notified to the Buyer and the Buyers

Solicitors in writina. or in default of such notification of the Councils

Head of Legal Services.

"Counsel" means the same as defined in the CLSA.

"CPO" means the same as defined in the CLSA.

"CPO Compensation" means the compensation calculated in accordance with the Code

in respect of a CPO an..’or Appropriation and/or Appropriation

Scheme and/or Blight Notice specified in paragraph 1 of Schedule

1 to this Deed.

"CPO Compensation and means the CPO Compensation and CPO Costs as set out in

Costs" Schedule 1 to this Deed.

"CPO Costs" means the costs in respect of a CPO as set out in Schedule 1 to

this Deed and in each case reasonably and properly incurred by

the Council.

"CPO Land" means the same as defined in the CLSA.

"CPO Start Notice" means the same as defined in the CLSA.

"GPO Sub Group" means the CPO sub group of the Project Delivery Group as

established pursuant to Schedule 6 of the CLSA.

"Development" means the same as defined in the CLSA.

"Expert" means the person appointed as such pursuant to Clause 5.

"Earls Court Regeneration means the same as defined in the CLSA.

Site"

"Finally Determined" means finally determined with no ability to appeal or challenge

"GVD" means the same as defined in the CLSA.

"Indemnified Internal Legal means as defined in paragraph 2.1 of Schedule 1

and Other GPO Costs"

"Initial Guaranteed means the same as defined in the CLSA.

Amount"

4466831 lMD

"Inquiry" means a public inquiry held by the Secretary of State into a CPO

and if applicable a Closure Order.

"Legal Costs" means any and all reasonable and proper legal and other related

costs reasonably and properly incurred by the Council (including

any irrecoverable VAT) being:

(a) solicitors fees (including in-house legal costs to the

extent specified in this Deed), counsel’s fees, expert’s

fees, mediator fees and expenses;

(b) court fees, Upper Tribunal fees and expenses, official

search fees, charges and fees relating to public notices;

and

(c) copying charges, witness expenses, travelling and

subsistence;

occasioned by the preparation and promotion of an Approved CPO

and/or an Approved Closure Order, Appropriation and/or

Appropriation Scheme, receipt by the Council of a Blight Notice,

service by the Council of a counter-notice to the receipt of a Blight

Notice, any proceedings in the Upper Tribunal (Lands Chamber)

arising from such CPOs, Closure Orders, Blight Notices and

counter-notices thereto and any appeal therefrom to the Court of

Appeal and/or Supreme Court, the Council implementing a

Satisfactory CPO and/or a Satisfactory Closure Order and shall

include any third-party legal costs, and other expenses in respect

of such CPOs, Closure Orders, Blight Notices and counter-notices

to the same.

"New Rights" means the same as defined in the CLSA.

"Non-Deductible Approved means expenditure incurred in accordance with the Non Deductible

Expenditure" Approved Expenditure Scheme.

Non-Deductible Approved means the scheme set out in Schedule 2.

Expenditure Scheme"

"Non-Deductible means the compensation specified in Clause 2.4 that shall not be

Compensation" Allowable Capital Expenditure

"Non-Deductible Costs means the costs specified in Clause 2.4 that shall not be Allowable

43466831. 1 \MD 5

Capital Expenditure

"Non-Deductible means the compensation and costs specified in Clause 2.4 that

Compensation and Costs" shall not be Allowable Capital Expenditure.

"Non-Deductible Notice" means the notice referred to in paragraph 2.1 of Schedule 2.

"Option Land" means the same as defined in the CLSA..

"Outstanding Liabilities" means the same as defined in the CLSA.

"Panel Advisor" means the same as defined in the CLSA.

"Prescribed Rate" means the same as defined in the CLSA.

"Project Delivery Group" means the same as defined in the CLSA.

"RPI" means the same as defined in the CLSA.

"Satisfactory Closure means the same as defined in the CLSA.

Order"

"Satisfactory CPO" means the same as defined in the CLSA.

"SDLT" means Stamp Duty Land Tax levied in accordance with the

Finance Act 2003.

"Selected Agent" means the same as defined in the CLSA.

"Secretary of State" means the Secretary of State for Communities and Local

Government or other minister or authority for the time being having

or entitled to exercise the powers now conferred on such Secretary

of State to confirm a CPO and make and/or confirm Closure

Orders.

"SPD" means the Earls Court and West Kensington Opportunity Area

Joint Supplementary Planning Document adopted by the Council

on 19 March 2012.

"Third Party Interests" means the same as defined in the CLSA.

"Total CPO and Closure means the sum of f-10,000,000 (ten million pounds).

Orders Costs Sum"

44668311\MD

"Total CPO and Closure

Orders Compensation and

Costs Sum"

"Unsatisfactory CPa"

"VAT"

means the same as defined in the CLSA.

means the same as defined in the CLSA.

means the same as defined in the CLSA.

"VP Requirement Notice" means the same as defined in the CLSA.

"Working Day" means the same as defined in the CLSA.

1.2 The following rules of interpretation apply to this Deed:

1.2.1 Obligations undertaken by more than a single person are joint and several obligations

and where more than one person is bound to a condition in this Deed then all those

persons are bound jointly and severally.

1.2.2 ’Person’ includes a company corporation individual or other body.

12.3 A reference to a Clause or Schedule by a number is a reference to that number Clause or

Schedule as it appears in this Deed.

1.2.4 The Clause and Schedule headings in this Deed are for ease of reference only and are

not to be used for the purpose of construing this Deed.

1.2.5 Reference to the Council, the Guarantor and the Buyer includes all persons authorised by

the Council, the Guarantor and the Buyer respectively.

1.2.6 Words importing the singular number include the plural number and vice versa and words

importing gender include any other gender.

1.2.7 References in this Deed to any statute or section of any statute include a reference to any

statutory amendments modification replacement or re-enactment thereof for the time

being in force and to every instrument or direction regulation bye-law permission licence

consent condition scheme and matter made pursuant to any such statute.

1 .2.8 \.IVhere there is a requirement in this Deed for consent agreement or approval being

required by one party from the other it shall be deemed (unless expressly stated

otherwise) that such consent or approval shall not be unreasonably withheld or delayed

and shall be effective only when the consent or approval is given in writing.

2. CPO, CLOSURE ORDER AND APPROPRIATION SCHEME COMPENSATION AND COSTS

Termination of the Blight Indemnity Agreement

43466831.1

2.1 From the date of this Deed it is hereby agreed between the parties that the BIA is terminated (other

than Schedule 2 of the BIA and any provisions of the BIA necessary to give effect to Schedule 2 of

the BIA to the extent that there is anything remaining to be done thereunder) and notwithstanding

clause 3.6 of the BIA and clause 13.2 of the BIA, the BIA (including such clauses 3.6 and 13.2)

shall no longer have any effect and the obligations and liabilities of the parties to the BIA shall

cease and no longer take effect (save in respect of Schedule 2 of the BIA which shall continue in

full force and effect insofar as anything remaining to be done thereunder); and:

2.1 .1 all accrued liabilities of the BIA Covenantor to pay sums pursuant to the BIA in respect of

a "Blight Notice" as defined in the BIA having been served on the Council prior to the date

of this Deed, shall be deemed to be CPO Compensation and Costs and shall be

Allowable Capital Expenditure; and

2.1 .2 all accrued liabilities of the BIA Covenantor in respect of the transfer of a Third Party

Interest as defined in the BIA shall be deemed to be a Third Party Interest; and

21 .3 all payments made by the BIA Covenantor pursuant to the BIA shall be deemed to be

payments made by the Buyer pursuant to this Deed and be Allowable Capital

Expenditure; and

2.1.4 all payments made or liabilities accrued pursuant to the BIA shall be deemed to be CPO

Compensation and Costs.

CPO, Closure Orders and Appropriation Scheme Costs and Compensation Funding

2.2 Subject to the provisions of this Deed (including without limitation the provisions of this clause 2)

and the provisions of the CLSA, the Buyer shall pay to the Council any and all of the (i) CPO

Compensation and Costs and/or (ii) Closure Orders Compensation and Costs and/or (iii)

Appropriation Scheme Compensation and Costs PROVIDED THAT unless otherwise expressly

agreed in writing by the Buyer:

(a) no CPO Compensation and Costs and/or Closure Orders Compensation and

Costs shall be payable (other than in respect of a Blight Notice) unless and

until the Buyer has served on the Council pursuant to the terms of the CLSA in

respect of any relevant Phase a CPO Start Notice and (where Third Party

Interests are being acquired by use of a GVD or notice to treat or notice of

entry) a relevant VP Requirement Notice; or

43466831 1’.MD

(b) no Appropriation Scheme Compensation and Costs in respect of an Appropriation

Scheme shall be payable unless and until a Buyer’s Appropriation Scheme Notice has

been served on the Council.

23 Subject to clause 2.4, all CPO Compensation and Costs and Closure Orders Compensation and

Costs shall be Allowable Capital Expenditure and the provisions of the CLSA relating to Allowable

Capital Expenditure shall apply.

2.4 The following costs and compensation shall not be Allowable Capital Expenditure:

2.4.1 any costs incurred by the Buyer itself (but not including any costs paid, payable or

deemed to have been paid by the Buyer to the Council pursuant to the terms of this

Deed) in connection with any CPO, Blight Notice, Appropriation, Appropriation Scheme or

Closure Order (whether or not such costs are incurred in connection with this Deed);

2.4.2 any CPO Compensation and Costs arising from or in consequence of that part of a CPO

for the acquisition of Third Party interests or Third Party rights within paragraphs (b), (c)

or (a)(iii) of the defined term CPO;

2.4.3 any Appropriation Scheme Compensation and Costs; and

2.4.4 any CPO Compensation payable in respect of the compulsory purchase of a Third Party

Interest which has been acquired by the Buyer pursuant to and in accordance with the

provisions of the CLSA to the extent that such CPO Compensation has already been

accounted for as Allowable Capital Expenditure pursuant to the CLSA.

2.4.5 in relation to that part of Mund Street which is shown coloured blue on the Option Land

Plan annexed to the CLSA, any CPO Compensation and Costs payable in respect of the

compulsory purchase of any Third Party Interest therein, or any Closure Orders Costs

relating thereto.

2.5 in respect of any Non-Deductible Compensation and Costs these shall only be payable by the

Buyer if such costs are incurred in accordance with the Non Deductible Approved Expenditure

Scheme and no more than a maximum of 10 (ten) percent over the estimate produced pursuant to

the provisions of Schedule 2 without first providing further estimates in respect of any anticipated or

potential further excess to be submitted to the Buyer as though they were further comments of the

Council pursuant to paragraph 2.2 of Schedule 2 and thereafter the Buyer shall consider the further

comments of the Council in accordance with paragraph 2.3 of Schedule 2.

2.6 The Buyer shall only be obliged to make a payment in respect of CPO Compensation and Costs or

Closure Orders Compensation and Costs to the extent that it is required to do so in accordance

with or as required by the provisions of this Deed or the CLSA.

4346�831 11A4D

27 The Buyer’s liability to pay the CPO Compensation and Costs and Closure Orders Compensation

and Costs, other than Non-Deductable Compensation and Costs, shall be limited to the Total CPO

and Closure Orders Compensation and Costs Sum unless the Buyer has expressly agreed

otherwise with the Council in writing.

2.8 The Buyer’s liability to pay the CPO Costs and the Closure Orders Costs, other than Non-

Deductible Compensation and Costs, shall be limited to the Total CPO and Closure Orders Costs

Sum unless the Buyer has expressly agreed otherwise with the Council in writing.

2.9 If there is an ability by the Council to claim costs or claim reimbursement from the owner of a Third

Party Interest in relation to CPO Costs or Closure Orders Costs as applicable, the Council shall use

its reasonable endeavours to claim such costs or obtain such reimbursement and shall promptly

(and in any event within ten (10) Working Days) reimburse the Buyer (minus the reasonable and

proper costs of the Council’s costs in obtaining such reimbursement which shall not exceed the

amount of such reimbursement unless expressly agreed by the Buyer) such amount obtained to

the extent that the Council has received money from the Buyer in respect of such CPO Costs or

Closure Order Costs.

2.10 Except where the Council has served a notice pursuant to clause 2.12 and except in respect of

internal Legal Costs and other internal costs which are not Indemnified Internal Legal and Other

CPO Costs or Appropriation Scheme Costs, the Council shall consult with the Buyer so far as

possible in advance of incurring any CPO Costs or Closure Orders Costs in excess of £750 (seven

hundred and fifty pounds) in aggregate per Third Party Interest claim and shall consult with the

Buyer and take account of the Buyer’s input prior to settling any such claim for CPO Costs or

Closure Orders Costs in excess of £750 (seven hundred and fifty pounds) and shall be obliged to

take reasonable steps to mitigate all CPO Costs and Closure Orders Costs incurred and the Buyer

shall not be liable to pay any CPO Costs or Closure Orders Costs arising from the Council’s breach

or non-performance of this sub-clause.

2.11 If the Council acquires Third Party Interests which require registration at the Land Registry the

Buyer has the option in its absolute discretion to notify the Council if and when and if at all it wishes

to procure the preparation of the necessary applications for use by the Council and the Buyer’s

costs and the registration fees will be Allowable Capital Expenditure.

2.12 The Council may at any time elect by notice in writing served in accordance with paragraph 5.6.6 of

Schedule 6 to the CLSA to bear responsibility for any and all of the CPO Compensation and Costs

and Closure Orders Compensation and Costs (but will not be under any obligation to do so). From

the date on which the notice takes effect the provisions of this Deed in relation to CPO

Compensation and Costs and Closure Orders Compensation and Costs will not apply to the CPO

Compensation and Costs and Closure Orders Compensation and Costs specified in the notice.

Payment Provisions

4346631 .1 .MI:) 10

213 The Buyer shall make a payment due pursuant to clause 2.2 within twenty five (25) Working Days

of receipt of a monthly invoice from the Council with a detailed breakdown of the relevant CPO

Costs and Compensation and/or Closure Order Costs and Compensation and/or Appropriation

Scheme Costs and Compensation payable and providing details of the Third Party Interest or other

property or matter in respect of which the amount is payable and in the event of any dispute

between the parties in respect of such payment or the adequacy of such detailed breakdown or

such details provided by the Council which is unresolved within twenty (20) Working Days of such

dispute arising, the dispute shall be resolved pursuant to clause 5.

Liability Post Termination of this Deed

2.14 The Buyer shall have no obligation to make any payment under the terms of this Deed if this Deed

has been terminated EXCEPT TO THE EXTENT THAT if after this Deed is terminated there is still

a legal liability, arising prior to the date of termination, upon the Council to pay any CPO Costs and

Compensation or Closure Orders Costs and Compensation which the Council was legally required

to pay or was statutorily or legally liable for arising other than as a consequence of the service

upon the Council of a Blight Notice or arising as a consequence of the service on the Council of a

Blight Notice served in each case prior to the date of termination of this Deed, in which case the

Buyer shall remain obligated to make any such payment PROVIDED THAT such CPO Costs and

Compensation or such Closure Orders Costs and Compensation shall be determined in

accordance with this Deed as if the Deed still had effect.

2.15 If any payment of CPO Costs and Compensation or Closure Orders Costs and Compensation are

made after termination of this Deed or after termination of the CLSA to fund the acquisition of a

Third Party Interest, the Council shall use such payment to acquire such Third Party Interest and,

upon the acquisition of such Third Party Interest by the Council, such Third Party Interest shall be

transferred by the Council to the Buyer as if the transfer provisions of the CLSA in respect of Third

Party Interests acquired pursuant to a CPO still had effect.

2.16 If the Council either makes a GVD or serves any notice to treat or notice of entry, after this Deed

has been terminated or the CLSA has been terminated, the Council shall not be entitled to any

payment pursuant to this Deed in respect of the same or the consequences of the same.

Blight Notice

2.17 Where:

2.17.1 a Blight Notice is served upon the Council in respect of a Third Party Interest in the

Option Land under section 150 of the Act citing paragraph 5 of schedule 13 to the Act as

the reason why the Third Party Interest is blighted land as a consequence of the adoption

of the SF0; and

4346831 1\MD 11

2.1 7.2 after making an Approved CPO any Blight Notice is served upon the Council as set out in

Clause 2171(a) above and/or in respect of a Third Party Interest included in the

Approved CPO citing paragraph 22 of Schedule 13 to the Act as the reason why the Third

Party Interest is blighted land

then the following provisions shall apply:

217.3 the Council will act promptly and no later than ten (10) Working Days after service of the

Blight Notice deliver a copy of the Blight Notice to the Buyer, together with copies of any

supporting correspondence and documents which the Council received in relation to it

and thereafter the Council and the Buyer shall exchange any relevant advice,

documentation, correspondence and reports received and issued by them in respect of

valuations and negotiations by them for the Third Party Interest and shall at all times:

(a) assist and collaborate with each other by supplying such relevant information in

its possession to each other and if applicable as advised by Counsel; and

(b) proceed diligently and take prompt action and secure prompt advice and

involvement of Counsel according to relevant time constraints;

2.1 7.4 within fifteen (15) Working Days after service on the Council of such Blight Notice:

(a) the Council will and the Buyer may investigate the grounds for service of such

Blight Notice and a counter-notice to the Blight Notice;

(b) the Council will consult with the Buyer to discuss whether in their respective

opinions the Blight Notice is valid and the availability of any grounds for the

service of a counter-notice by the Council and will have due regard to the

Buyer’s representations concerning in respect thereof;

(c) the Council shall provide its preliminary view to the Buyer in respect of whether

the Blight Notice is valid and the availability of any grounds for the service of a

counter-notice by the Council ("the Council’s Preliminary View"); and

(d) the Council will report to the Buyer the value of the Third Party Interest and the

CPO Compensation which may be payable to the owner of the Third Party

Interest;

(e) within a target timetable of five (5) Working Days of the Council providing the

Council’s Preliminary View to the Buyer but in any event prior to ten (10)

Working Days before the expiry of the period within which a counter-notice must

be served by the Council if the relevant Blight Notice is valid, if either party so

elects, the opinion of Counsel instructed jointly by the Council and the Buyer will

43466n-1.1 %M 12

be sought as to the validity of the Blight Notice and/or the availability of any

grounds for the service of a counter-notice by the Council and the Buyer shall

be entitled to input into the instructions to Counsel and supplied with copies of

all instructions and documentation supplied to Counsel and be invited to attend

all consultations and conferences with Counsel and receive copies of all the

advice given by Counsel;

(f) if in the opinion of the Council (or Counsel if applicable) there exists a lawful

ground for the service of a counter-notice then the Council will, unless the Buyer

otherwise requests or the Council’s Solicitors (or Counsel if applicable) advise

to the contrary, serve such a counter-notice;

(g) if contrary to the advice of Counsel and/or the Council’s Solicitors the Council

does not serve a counter-notice and accepts a Blight Notice then the Council

shall not be entitled to any payment pursuant to this Deed for any CPO

Compensation and/or CPO Costs which are thereby incurred.

3. THE CPO AND/OR CLOSURE ORDER: THIRD PARTY OBJECTIONS, REFERENCES TO THE

TRIBUNAL AND/OR APPEALS THEREFROM

3.1 If a third party:

3.1.1 objects to a CPO submitted to the Secretary of State for confirmation;

3.1 .2 objects to a draft Closure Order or Closure Order submitted for confirmation to the

Secretary of State (as appropriate) made or applied for by either the Council or the Buyer;

3.1.3 objects to a counter-notice served by the Council in response to a Blight Notice and

refers the notices to the Upper Tribunal (Lands Chamber);

3.1.4 refers an issue of disputed CPO Compensation or Closure Order Compensation or

Appropriation Scheme Compensation to the Upper Tribunal (Lands Chamber) including a

disputed counter-notice served by the Council in respect of a Blight Notice to the Upper

Tribunal (Lands Chamber);

3.1 .5 challenges by way of Judicial Review an Appropriation or the implementation of an

Appropriation Scheme; or

3.1.6 appeals to the Court of Appeal from a decision of the Upper Tribunal (Lands Chamber)

and as appropriate to the Supreme Court

in addition to and subject to the applicable provisions of the CLSA (in particular schedule 6 thereof)

and this Deed, then the Council and the Buyer shall:

43466831 1MD 13

3.1.7 assist and collaborate with each other by supplying such relevant information in its

possession to each other, and if applicable as advised by Counsel; and

3,1 .8 at all times proceed diligently and take prompt action and secure prompt advice and

involvement of Counsel according to the time constraints of any appropriate forum for

determining the issue; and

3.1 .9 in respect of such a reference to the Upper Tribunal (Lands Chamber):

(a) the Council shall consult with the Buyer regarding the conduct of such a

reference and fully involve the Buyer in the consideration of all evidence and

instructions to witnesses and Counsel to represent the Council in respect of

such a reference; and

(b) upon receiving the decision of Upper Tribunal (Lands Chamber), if the Buyer or

the Council reasonably considers the decision unfavourable and either party

elects within 20 (twenty) Working Days of the decision, the Buyer and the

Council shall elect to jointly seek Counsel’s opinion as to whether there are any

grounds for appealing such decision. If Counsel advises that there is at least a

50% chance of success on appeal of any CPO Compensation being reduced by

an amount greater than the cost of such an appeal (and the impact (if any) of

the decision or of a potential successful appeal on the valuation of other Third

Party Interests shall be taken into account in the calculation of the potential

reduction in any CPO Compensation), then at the request of the Buyer an

appeal shall be made to the Court of Appeal by the Council and on the same

basis an appeal may be made from the Court of Appeal to the Supreme Court

at the request of the Buyer.

4. VALUE ADDED TAX AND SDLT

4.1 Clause 36 of the CLSA shall apply to this Deed mutatis mutandis.

4.2 The parties to this Deed will use their reasonable endeavours to structure the transactions

envisaged by this Deed and the agreements which are referred to in it to procure the most

economically advantageous result available by the use of legitimate measures to reduce the

incidences of VAT and SDLT, and the parties shall exchange information and advice from time to

time in these respects and generally continue throughout the Development to co-operate and take

steps with this intent providing it shall not be outside the Council’s statutory powers to do so.

4.3 Where the Council is required to pay VAT on any supplies made under or in connection with this

Deed which the Council is unable to recover under Section 33 of the Value Added Tax Act 1994

the Buyer will pay to the Council any such VAT that is not recoverable.

43466831 1MD 14

a1iuII

5.1 Any dispute or difference arising between the parties under this Deed, other than a dispute or

difference which is in respect of the meaning or construction of this Deed or where it is specifically

provided by this Deed to the contrary, shall be referred to and determined by an independent

person (the ’Expert") if so required by either of the parties by notice to the other party.

5.2 The Expert shall have been professionally qualified for not less than ten years and shall have

substantial recent experience in respect of the subject matter of the dispute or difference and shall

be a specialist in relation to such subject matter.

5.3 The Expert shall be appointed by agreement between the parties within 15 (fifteen) Working Days

of the notice referred to in Clause 5,1, or in the case of a dispute as to the Council’s Legal Costs

within 15 (fifteen) Working Days of service of the Buyer’s points of dispute referred to in Clause

5.4.2, on the application of either of the parties by such one of the following persons as the parties

shall agree to be appropriate having regard to the nature of the dispute or difference in question:

5.3.1 the Chairman for the time being of the Bar Council;

5.3.2 the President for the time being of the Royal Institution of Chartered Surveyors;

5.3.3 the President for the time being of the Law Society

or, in any such case, his duly appointed deputy or any other person authorised by him to make

appointments on his behalf.

5.4 If the Buyer wishes to refer a dispute concerning the amount of the Council’s Legal Costs to the

Expert, it shall give notice in writing to that effect to the Council pursuant to Clause 5.1 and the

Council shall serve on the Buyer, within 20 (twenty) Working Days of receiving such notice, a bill of

costs in a form similar to that which would be required if prepared pursuant to Part 47 of the Civil

Procedure Rules.

5.5 Within 20 (twenty) Working Days of receipt of such bill of costs, the Buyer shall serve on the

Council its points of dispute to the Council’s bill of costs in a form similar to that which would be

required if prepared pursuant to Part 47 of the Civil Procedure Rules.

5.6 Following service of the Buyer’s points of dispute, and in default of agreement, either party may

then refer the matter to the Expert and the bill of costs and points of dispute shall be included within

such instructions to the Expert.

5.7 If within fifteen (15) Working Days after service of the notice referred to in Clause 5.1, or in the

case of a dispute as to the Council’s Legal Costs within 15 (fifteen) working days of the service of

the Buyer’s points of dispute in accordance with Clause 5.5, the parties have been unable to agree

which of the persons referred to in Clause 5.3 is appropriate to appoint the Expert then:

43466P 3 1.1 ML 15

5.7.1 in the case of a dispute as to the Council’s Legal Costs the Expert will be appointed, on

the application by a party to this Deed by the President for the time being of the Law

Society;

5.7.2 in the case of a dispute on a matter other than the Council’s Legal Costs on the

application by a party to this Deed by the President for the time being of the Royal

Institution of Chartered Surveyors.

5.8 Whenever the Expert is to be appointed under this Clause he shall act as an expert and not as an

arbitrator and the following provisions shall have effect:

5.8.1 the Expert’s decision --,hall in the absence of m..nifest error be final and hind inn upon the

parties;

5.8.2 the Expert will allow the parties to make either written or oral representations to him within

such time limits as he shall specify, which time limits shall be as short as he shall

consider practicable in the circumstances but will not be in any way fettered by such

representations and counter-representations and will rely on his own judgment (and such

period cannot be extended without the consent of the parties);

5.8.3 the Expert shall make available to each party copies of the other party’s representations

and allow the other party to make further written representations thereon, to which Clause

5.6.2 shall apply;

5.8.4 the Expert shall as quickly as possible thereafter notify the parties in writing of his

determination of the dispute or difference referred to him and in any event within 15

(fifteen) Working Days of receipt of instructions as to the dispute by the referring party or

within such extended period as the parties may agree in writing;

5.8.5 the parties shall use reasonable endeavours to procure that the Expert shall give his

decision with reasons as speedily as possible and shall give such assistance to the

Expert as the Expert considers and notifies the parties that he considers necessary to

carry out his function; and

5.8.6 the costs of appointing the Expert and his costs and disbursements in connection with his

duties under this Deed shall be shared between the parties in such proportions as the

Expert shall determine or in the absence of such determination equally between them.

5.9 If the Expert shall die or become unwilling or incapable of acting or in the reasonable opinion of

either party shall delay his determination avoidably or if for any other reason he shall not deliver his

decision, either party shall be entitled to apply to the President for the time being of the relevant

professional institution to discharge the Expert and appoint another in his place and the time limits

43466831 1’MD 16

referred to above shall accordingly be extended and run from the date of the appointment of any

such replacement Expert.

5.10 Where the Buyer disputes the amount of the Council’s Legal Costs (or any part of the Council’s

Legal Costs) pursuant to this Clause 5 but the Buyer’s dispute is not upheld by the Expert, interest

shall accrue on the Council’s Legal Costs (or the disputed part of the Council’s Legal Costs) on a

daily basis from the date on which it gives notice to the Council pursuant to clause 5.4 up to the

date of actual payment at the Prescribed Rate.

6. NOTICES AND OTHER REQUESTS DEMANDS APPROVALS AND CONSENTS

........... .1 - ------ _...J .....4.-.. \........4 ...L....II I-S.-. ._...._.4.... All notices, ItIUtbt, (JI IdI IUb, approvals and consents lb IVtI I under this UU shall L) made II

accordance with clause 35 of the CLSA which shall apply to this Deed mutatis mutandis.

r IH1*i

Clause 37 of the CLSA shall apply to this Deed mutatis mutandis.

8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

8.1 This Deed does not create any rights enforceable by any person not a Party to it except that a

person who is the permitted successor to or assignee of the rights of a Party is deemed to be a

Party of this Agreement.

8.2 Save where expressly required by the provisions of this Deed this Deed may be rescinded or

varied by the Parties hereto without the consent of or the need to give notice to any person not a

party to it.

9. CONTINUANCE OF AGREEMENT

Notwithstanding the completion of any of the transfers of land or other dispositions or dealings

envisaged by this Deed or the CLSA this Deed shall remain in full force and effect in relation to

anything remaining to be done performed or observed hereunder on the part of any of the parties

hereto.

Subject to Clause 11 of this Deed, clause 47 (Confidentiality) of the CLSA shall apply to this Deed

mutatis mutandis.

Clause 46 (Freedom of Information) of the CLSA shall apply to this Deed mutatis mutandis.

43466831 1’MD 17

Clause 4810 of the CLSA shall apply to this Deed mutatis mutandis.

C’ %01 M19i ’C CTAT9 iit’.I icC

I s) J *.J I ’ I_ J I I I I ’.J Ix F ’.. V V "I )

Nothing contained or implied in this Deed shall unlawfully prejudice or unlawfully affect the rights,

powers, duties and obligations of the Council in the exercise of its functions as a local planning

highways or building regulations authority or as a local authority under any statutory provisions and

the rights, powers, duties and obligations of the Council under all public and private statutes, bye

laws, orders and regulations may be as fully and effectively exercised in relation to the Earls Court

Rr1cner2flcn qitp, c1nrl th flvrnmnf

14. TERMINATION

This Deed shall automatically terminate and expire on the same date as the CLSA is terminated or

expires Provided That clauses 2.1, 2.13 to 2.15 inclusive of this Deed shall continue to apply

notwithstanding any such termination or expiry.

15, ALIENATION

Contemporaneously with any assignment or novation of the CLSA pursuant to and in accordance

with Clause 42 (Alienation) or Schedule 17 of the CLSA, the Buyer shall assign or novate (as the

case may be), this Deed to the relevant third party assignee or novatee (and the Council shall be a

party to any such assignment or novation as required).

16. GOVERNING LAW

16.1 Without prejudice to clause 5 and unless expressly stated otherwise in this Deed or the provisions

of the CLSA which apply to this Deed the provisions of clause 48.12 of the CLSA shall apply to this

Deed mutatis mutandis.

17. GUARANTOR’S OBLIGATIONS

The Guarantor is joining as a party to this Deed for the purposes of acknowledging that its

obligations in respect of guaranteeing the Outstanding Liabilities under the CLSA extend to and

include guaranteeing the liabilities of the Buyer pursuant to this Deed subject to and in accordance

with the provisions of Schedule 1 of the CLSA.

IN WITNESS whereof the parties have executed this agreement as a Deed and delivered the same the day

and year first before written.

4346831 .1’�MD 18

CPO COMPENSATION AND COSTS AND CLOSURE ORDERS COMPENSATION AND COSTS AND

1 CPO COMPENSATION AND CLOSURE ORDERS COMPENSATION

CPO Compensation (excluding Appropriation Scheme Compensation) and Closure Orders

Compensation means as applicable any monies properly payable to a claimant by the Council

under the Code (a) as a result of the acceptance of a valid Blight Notice by the Council in

accordance with this Deed or confirmation by the Upper Tribunal (Lands Chamber) of a valid Blight -------------- - �--------------- -- - -------SLAL... .__u

NOUUt UI U) UI.UII1IUH oi t WU riiy IFI1Ut by yiiIIiIi by iII Louiiuii u agreed by the

Buyer) or by the Buyer on the Councils behalf or (c) pursuant to a notice to treat or GVD or (d) the

making and/or implementation of any Satisfactory Closure Orders or (e) Appropriation in each case

including and in accordance with the following:

1.1 in respect of compensation payable as a result of:

1.1.1 the acceptance of a valid Blight Notice by the Council;

1.1.2 the purchase price and any compensation for any Third Party Interests which the Council

is required by a valid Blight Notice to acquire and subsequently acquires with the

agreement of the Buyer including:

(a) the value of the Third Party interests;

(b) severance, injurious affection, disturbance payments made pursuant to the

Land Compensation Act 1973, and other matters not directly based on the value

of land; and

(c) compensation pursuant to Section 68 of the Lands Clauses Consolidation Act

1845 and Sections 10 and 20 of the Compulsory Purchase Act 1965

and including any and all of the above in respect of Third Party Interests which the Council is

required to purchase or otherwise acquire as a result of any Blight Notice and in each case in

connection with the Development and the Option Land and/or other CPO Land and in consequence

of the adoption of the SPD and/or pursuant to a Satisfactory CPO and/or the making and/or

implementation of a Satisfactory Closure Order and/or Appropriation.

1.2 All loss payments arising on acquisition to which any owner or occupier is entitled and is paid as a

result of the acquisition consequent upon the service of a Blight Notice or the taking of possession

of the Option Land and/or of the CPO Land or any part thereof.

43466831 1\MD 19

1.3 Any advance payment of compensation which the Council is required to make in respect of all or

any part of the Option Land pursuant to the acquisition and taking of possession of the Third Party

Interest under the provisions of sections 52, 52ZA, 52ZB, 52ZC and 52A of the Land

Compensation Act 1973.

1.4 Compensation pursuant to a Satisfactory CPO for the acquisition of any other land which is

required to be acquired by the Council following the service of a notice served pursuant to section 8

of the Compulsory Purchase Act 1965 or section 12 of and Schedule 1 to the Compulsory

Purchase (General Vesting Declarations) Act 1981, including the value of the land or rights,

severance, injurious affection, disturbance and other matters not directly based on the value of

land.

1.5 Any other form of statutory compensation properly payable by the Council pursuant to a

Satisfactory CPO and/or Satisfactory Closure Order and/or in respect of a Third Party Interest

which the Council is required to purchase or otherwise acquire as a result of any Blight Notice

and/or in respect of an Appropriation.

2. CPO COSTS AND CLOSURE ORDERS COSTS

2.1 The CPO Costs and Closure Orders Costs shall comprise all reasonable and proper costs and

expenses (including fees, disbursements and VAT to the extent that VAT is not recoverable)

reasonably and properly incurred by the Council as acquiring authority or promoting authority in

respect of Appropriation and/or in promoting a CPO, a Closure Order or dealing with a Blight Notice

(including a counter-notice to a Blight Notice) except:

2.1 .1 where such a CPO is not an Approved CPO, such CPO Costs and Closure Orders Costs

incurred after it is made; or

2.1 .2 where such CPO is not a Satisfactory CPO, such CPO Costs and Closure Orders Costs

incurred after it is confirmed;

2.1.3 where a Closure Order is not an Approved Closure Order, such CPO Costs and Closure

Orders Costs incurred after it is applied for or made by the Council, or a Closure Order is

not a Satisfactory Closure Order after it has been confirmed or made by the Council, such

CPO Costs and Closure Orders Costs incurred after it is confirmed or made;

2,1 .4 where after an Approved CPO is confirmed it is not a Satisfactory CPO and a Blight

Notice is thereafter served upon the Council citing paragraph 22 of Schedule 13 to the

Act as the reason for blight;

but including (subject to those exceptions listed above):

43466831.1.MD 20

2.1.5 all reasonable and proper costs, fees and expenses in respect of a CPO, Blight Notice,

counter-notice to a Blight Notice, Closure Orders and Appropriation and any Inquiry in

relation to the same, including those of Counsel, other external consultants and external

PYnt \AfltflSRPS

2.1.6 the Council’s reasonable and proper external Legal Costs and valuation and other costs,

fees and expenses in respect of the promotion preparation and procedural requirements

of a CPO and any Appropriation, and the implementation of a Satisfactory CPO and any

Satisfactory Closure Order including those in connection with the following:

(a) the obtaining of any necessary resolution of the Council to make an Approved

CPO and/or an Approved Closure Order and/or an Appropriation;

(b) investigations and enquiries as to the current ownerships of Third Party

Interests;

(c) the preparation of notices of the making of an Approved CPO and/or an

Approved Closure Order and/or Appropriation and (as relevant) confirmation of

a Satisfactory CPO and Satisfactory Closure Order and service of those

statutorily required notices on all relevant owners and third parties entitled to

receive those notices;

2.1.7 all reasonable and proper costs, fees and expenses in connection with the preparation

and publication of appropriate notices in the press as required by law in respect of an

Approved CPO and/or an Approved Closure Order and/or Appropriation prior to

confirmation and a Satisfactory CPO and/or Satisfactory Closure Order post confirmation;

2.1.8 notwithstanding paragraphs 2.1.1 to 2.1.3 above, all reasonable and proper costs and

expenses (including fees, disbursements and VAT to the extent that VAT is not

recoverable) reasonably and properly incurred by the Council in respect of:

(a) any CPO which the Buyer has decided to treat as a Satisfactory CPO pursuant

to Part 1 of Schedule 6 to the CLSA; and

(b) any Closure Order which the Buyer has decided to treat as a Satisfactory

Closure Order pursuant to Parfti of Schedule 6 to the CLSA

2.1 .9 all reasonable and proper costs, fees and expenses in connection with the submission of

an Approved CPO and/or an Approved Closure Order as appropriate to the Secretary of

State;

1346631.1\MD 21

2110 all reasonable and proper costs, fees and expenses in connection with the making of a

GVD or serving notices to treat with notices of entry including any preparatory steps in

respect of the same pursuant to a Satisfactory CPO or accepted Blight Notice;

21.11 the costs of an inspector appointed by the Secretary of State to conduct an Inquiry in

respect of an Approved CPO and/or an Approved Closure Order;

2.1.12 SDLT and HM Land Registry fees arising out of the acquisition by the Council of any

Third Party Interests and the vesting of such Third Party Interests in the Council and/or

transfer to the Buyer;

2.1.13 all reasonable and proper costs reasonably and properly incurred by the Council,

including the payment of costs of any other party, as a result of taking or defending any

action before the Upper Tribunal (Lands Chamber) arising out of the service of a Blight

Notice and/or counter-notice to a Blight Notice and/or pursuant to a Satisfactory CPO

and/or Satisfactory Closure Order including any costs awarded to any other party by the

Upper Tribunal (Lands Chamber) and any appeal therefrom;

2.1.14 all reasonable and proper legal, valuation and other expenses which the Council

reasonably and properly incurs or is required to pay to any third party in connection with

any CPO Compensation and/or Closure Orders Compensation including the negotiation

of compensation, transfer or conveyance of title, or in connection with the settling of

objections raised against an Approved CPO and/or an Approved Closure Order;

2.1.15 all reasonable and proper fees of the Selected Agent and land referencers in respect of a

CPO;

2.1.16 all irrecoverable VAT or other tax or duty which the Council shall be required to pay in

connection with any sums payable by the Buyer in this Schedule; and

2.1.17 all statutory interest payable in connection with any sums payable by the Buyer in this

Schedule.

and in each case in respect of the Councils internal Legal Costs or other internal costs these shall

be limited to where such internal Legal Costs or other internal costs are Non-

and Costs (’Indemnified Internal Legal and Other CPO Costs")

2.2 Costs incurred by the Buyer or the Council in registering title at the Land Registry after acquiring a

Third Party Interest.

2.3 CPO Costs, CPO Compensation, Closure Orders Costs and Closure Orders Compensation

counted under one head (as set out in this Schedule 1) shall not, to that extent, be counted under

another head.

4346631.1MD 22

3.1 Appropriation Scheme Compensation shall comprise any monies properly payable to a claimant by

the Council resulting from:

3.1 .1 acquisition of a Third Party Interest in the Appropriation Scheme Land by the Council (if

agreed by the Buyer) or by the Buyer on the Council’s behalf; and/or

3.1 .2 the making and/or implementation of any Appropriation Scheme, in each case including

and in accordance with the following:

(a) in respect of compensation payable as a result of the purchase price and any

compensation for any Third Party Interests which the Council is required to

acquire and subsequently acquires with the agreement of the Buyer including:

(I) the value of the Third Party Interests;

(ii) severance, injurious affection, disturbance payments made pursuant

to the Land Compensation Act 1973, and other matters not directly

based on the value of land; and

3.1.3 compensation pursuant to Section 68 of the Lands Clauses Consolidation Act 1845 and

Sections 10 and 20 of the Compulsory Purchase Act 1965 in respect of the Appropriation

Scheme;

3.1 .4 any other form of statutory compensation properly payable by the Council in respect of a

Third Party Interest which the Council interferes with as a result of an Appropriation

Scheme.

3.2 The Appropriation Scheme Costs shall comprise all reasonable and proper costs and expenses

(including fees, disbursements and VAT to the extent that VAT is not recoverable) reasonably and

properly incurred by the Council in respect of an Appropriation Scheme including:

3.2.1 all reasonable and proper costs, fees and expenses in respect of an Appropriation

Scheme and any challenge by way of judicial review, Inquiry, including those of Counsel,

other external consultants and external expert witnesses;

3.2.2 the Council’s reasonable and proper internal and external Legal Costs and valuation and

other costs, fees and expenses in respect of the promotion preparation and procedural

requirements of an Appropriation Scheme, and its implementation, including those in

connection with the following:

(a) the obtaining of any necessary resolution of the Council to make and implement

an Appropriation Scheme;

43466831 1MC 23

(b) investigations and enquiries as to the current ownerships of Third Party

Interests;

(c) the preparation of notices of the making of an Appropriation Scheme and (as

relevant) confirmation of an Appropriation Scheme and publication of

appropriate notices in the press as required by law service of those statutorily

required notices on all relevant owners and third parties entitled to receive those

notices;

3.23 SDLT and HM Land Registry fees arising out of the acquisition by the Council of any

Third Party Interests and the vesting of such Third Party Interests in the Council and/or

transfer to the Buyer;

3.2.4 all reasonable and proper costs reasonably and properly incurred by the Council,

including the payment of costs of any other party, as a result of taking or defending any

action before the Upper Tribunal (Lands Chamber) arising out of an Appropriation

Scheme including any costs awarded to any other party by the Upper Tribunal (Lands

Chamber) and any appeal therefrom;

3.2.5 all reasonable and proper legal, valuation and other expenses which the Council

reasonably and properly incurs or is required to pay to any third party in connection with

any Appropriation Scheme including the negotiation of compensation, transfer or

conveyance of title, or in connection with the settling of objections raised against an

Appropriation Scheme;

3.2.6 all reasonable and proper fees of the Selected Agent and land referencers in respect of a

Appropriation Scheme;

3.2.7 all irrecoverable VAT or other tax or duty which the Council shall be required to pay in

connection with any sums payable by the Buyer in this Schedule; and

3.2.8 all statutory interest payable in connection with any sums payable by the Buyer in this

Schedule.

43466831.1 MD 24

SCHEDULE 2

NON DEDUCTIBLE APPROVED EXPENDITURE SCHEME

1. APPROVED NON DEDUCTIBLE EXPENDITURE

1.1 Non-Deductible Compensation and Costs to be incurred and incurred by the Council shall only be

incurred by the Council:

1.1.1 if reasonable in extent and reasonably and properly incurred in accordance with an

estimate of Non-Deductible Compensation and Costs produced in accordance with the

terms of this Schedule; or

1.1 .2 in accordance with the terms of a decision by the Expert; or

1,13 in accordance with a decision of the Upper Tribunal (Lands Chamber).

2. PROCEDURE TO PRODUCE AN ESTIMATE OF NON-DEDUCTIBLE COMPENSATION AND

COSTS

2.1 Prior to issuing a CPO Start Notice or applying for any Closure Order in respect of which Non-

Deductible Compensation and Costs may be incurred then the Buyer shall serve on the Council a

Non-Deductible Notice which shall contain a schedule of (I) the Buyer’s estimate of the Non-

Deductible Costs that the Council might reasonably incur and (ii) estimate (certified by an

independent surveyor not appointed as a Panel Advisor and owing a duty of care to the Council) of

the Non-Deductible Compensation that the Council might reasonably incur. The Council will

provide as far as reasonably practicable information requested by the Buyer in order to provide

such estimates.

2.2 Within twenty (20) Working Days of receipt of a Non-Deductible Notice the Council shall supply the

Buyer with its comments on the Non-Deductible Compensation and Costs that the Council is of the

opinion it might reasonably incur.

2.3 Within twenty (20) Working Days of receipt of the Council’s comments the Buyer shall either refer a

dispute to the Expert pursuant to Clause 5 or shall notify the Council that its estimate is accepted

and if a reference to the Expert is not made by the Buyer within this time period the Buyer shall be

deemed to have accepted the Council’s estimate and after any such acceptance pursuant to this

sub-paragraph (or as a result of the reference to the Expert) the schedule will be a Non Deductible

Approved Expenditure Scheme and the Buyer shall be able to serve a CPO Start Notice upon the

Council or apply for any Closure Order.

43466831 .1M[ 25

2.4 The Parties shall keep the Non Deductible Approved Expenditure Scheme and any revision thereof

made pursuant to Clause 2.5 under review at meetings of the CPO Sub Group and/or Project

Delivery Group and if any dispute arises in relation thereto including the amount of any Non-

Deductible Compensation and Costs proposed to be incurred and/or incurred then either Party may

refer the dispute to the Expert pursuant to Clause 5.

4466$1.lMD 26

THE COMMON SEAL of

LONDON BOROUGH OF UiIDQrjfirrLI 9 CiEE UAPfi

t?- lv tv i_ijtvt I I I I I I_I IIVI )

was hereunto affixed

in the presence of:

Solicitor Authorised by the Council

/ EXECUTED as a Deed

by EC PROPERTIES W Ø ) in the presence of: )

Director

EXECUTED as a Deed

by EARLS COURT LIMITED

in the presence of:

Director

D 1,_L~ jUtetor/Secretary

4:446631.1\MD 27