CLSA Schedule 17

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Schedule 17

Schedule 17 Deed of Novation

DATED 01

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

2 ) [ LIMITED/PLC

(IN [ADMINISTRATION] [ADMINISTRATIVE RECEIVERSHIP])

3) [ LIMITED/PLC

4) [ LIMITED/PLC

5) [ LIMITED/PLC

NOVATION DEED

ORIGINAL BUYER INSOLVENT

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THIS DEED is made on the 0[

BETWEEN

1) HE MAYOR AND BURGESSES OF THE LONDON BOROUGH OF HAMMERSMITHAND FULHAM of Town Hall, King Street, Hammersmith London, W6 9JU (the Council)

2) LIMITED PLC ([In Administration] [In Administrative Receivership])(Company No. [ ) whose registered office is at [ (the OriginalBuyer ) acting by its Joint Administrators [ and [ ofthe [ Administrators ] [ Administrative Receivers ])

3) LIMITED PLC (Company No. [ ) whose registered office is atthe Original Guarantor )

4) LIMITED PLC (Company No. [ whose registered office is at

the New Buyer )

[ 5) LIMITED PLC (Company No. [ ) whose registered office is atthe New Guarantor )]

WHEREAS

1) This Deed is supplemental to an agreement ( CLSA ) dated [ and madebetween (1) the Council (2) the Original Buyer and (3) the Original Guarantor.

2) This Deed is supplemental to a Compulsory Purchase, Closure Order and AppropriationScheme Costs and Compensation Agreement (CPCOASCC Agreement ) dated

and made between (1) the Council (2) the Original Buyer and (3) the OriginalGuarantor.

[ 3) The [Administrators] [Administrative Receivers] were appointed joint [administrators][administrative receivers] of the Original Buyer by order of the Court on [ in theHigh Court of Justice, Chancery Division, [Leeds District Registry] [Companies Court].]

[ 4) The undertaking and certain of the assets of the Original Buyer were sold to the New Buyerpursuant to an agreement dated [ the Effective Date ) and made between (1)the Original Buyer (2) the [Administrators] (3) the New Buyer (4) the Original Guarantor and

5) the New Guarantor.]

5) he New Buyer and the New Guarantor wish to become a party to the CLSA andCPCOASCC Agreement in place of the Original Buyer and the Original Guarantor and the

Council agrees to accept this on the terms set out in this Deed.

NOW IT IS HEREBY AGREED:

NEW BUYER

1.1 he Original Buyer hereby transfers all its rights and obligations under the CLSA and

CPCOASCC Agreement to the New Buyer and the New Buyer shall enjoy all the rights and

benefits of the Original Buyer under the CLSA and all references to the Original Buyer in the

CLSA and CPCOASCC Agreement and all the annexures to the CLSA and CPCOASCC

Agreement shall henceforth be read and construed as references to the New Buyer.

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1 2 he New Buyer undertakes to perform the CLSA and to be bound by its terms in every wayas if the New Buyer were a party to it in place of the Original Buyer.

1 3 he New Buyer undertakes to perform the CPCOASCC Agreement and to be bound by its

terms in every way as if the New Buyer were a party to it in place of the Original Buyer.

1 4 he Council releases and discharges the Original Buyer from all claims and demands

whatsoever in respect of the CLSA and CPCOASCC Agreement and accepts the liability of

the New Buyer upon the CLSA and CPCOASCC Agreement in lieu of the liability of the

Original Buyer and agrees to be bound by the terms thereof in every way as if the New Buyerwere named in the CLSA as a party thereto in place of the Original Buyer.

1 5 he Original Buyer releases and discharges the Council from all claims and demandswhatsoever in respect of the CLSA and CPCOASCC Agreement.

1 6 s from the date hereof, any payments and other obligations due or to become due under the

CLSA and CPCOASCC Agreement shall be discharged or made by the New Buyer to theCouncil or by the Council to the New Buyer as the case may be).

1 7 The Original Guarantor consents to the transfer referred to in this clause and agrees to

observe and perform all the obligations on its part contained in the CLSA and CPCOASCC

Agreement and to be bound by its terms in every way as if the New Buyer was the originalparty to the CLSA and CPCOASCC Agreement in place of the Original Buyer].

N E W G U A R A N TO R

2 1 he Original Guarantor hereby transfers all its rights and obligations under the CLSA

CPCOASCC Agreement to the New Guarantor and the New Guarantor shall enjoy all therights and benefits of the Original Guarantor under the CLSA and CPCOASCC Agreement

and all references to the Original Guarantor in the CLSA and CPCOASCC Agreement and all

the annexures to the CLSA and CPCOASCC Agreement shall henceforth be read andconstrued as references to the New Guarantor.

2 2 he New Guarantor undertakes to perform the CLSA and to be bound by its terms in everyway as if the New Guarantor were a party to it in place of the Original Guarantor.

2 3 he New Guarantor undertakes to perform the CPCOASCC Agreement and to be bound byits terms in every way as if the New Guarantor were a party to it in place of the OriginalGuarantor.

2 4 he Council releases and discharges the Original Guarantor from all claims and demands

whatsoever in respect of the CLSA and CPCOASCC Agreement and accepts the liability of

the New Guarantor upon the CLSA in lieu of the liability of the Original Guarantor and agrees

to be bound by the terms thereof in every way as if the New Guarantor were named in the

CLSA and CPCOASCC Agreement as a party thereto in place of the Original Guarantor.

2 5 he Original Guarantor releases and discharges the Council from all claims and demandswhatsoever in respect of the CLSA and CPCOASCC Agreement.]

3 C C E P TA N C E O F N E W B U Y E R [ A N D N E W G U A R A N TO R ]

3 1 he Council hereby accepts and approves the New Buyer as the new buyer for the purposes

of Schedule 16 of the CLSA and irrevocably waives its right to terminate the CLSA pursuant

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Schedule 17

to the provisions of Schedule 16 as a result of the Original Buyer (as originally named in the

CLSA) being Insolvent (as defined in the CLSA) but not further or otherwise.

3 2 The Council hereby accepts and approves the New Guarantor as the new guarantor for the

purposes of Schedule 16 of the CLSA and irrevocably waives its right to terminate the CLSA

pursuant to the provisions of Schedule 16 as a result of the Original Buyer (as originally

named in the CLSA) being Insolvent (as defined in the CLSA) but not further or otherwise.]

4 1 he New Buyer and the Council acknowledge that the [Administrators] [Administrative

Receivers] are not a party to the CLSA and CPCOASCC Agreement and have no personal

liability whatsoever thereunder or in connection with any works performed thereunder and thatthey enter into this Deed as agents of the Original Buyer and without personal liability

(whether arising under the Insolvency Act 1986 or otherwise howsoever) and join in this Deed

for the benefit of the exclusions of liability and acknowledgement in their favour contained in

this Deed.i

4 2 he New Buyer acknowledges that it enters into this Deed at its own risk following its owninvestigation of the CLSA and CPCOASCC Agreement and matters requiring to be done

thereunder and has not relied on and shall have no right of action against the [Administrators][Administrative Receivers] in respect of any representation or information received by it from

the [Administrators] [Administrative Receivers] or any person acting or purporting to act on

behalf of the [Administrators] [Administrative Receivers] in relation to the CLSA andCPCOASCC Agreement, the state of completion thereof or the obligations and liabilities to be

assumed by it hereunder or the benefits which may be obtained by it pursuant to the CLSA

and CPCOASCC Agreement.]

i [c i :11 i53011 ai i

Notwithstanding any other provision of this Deed nothing in this Deed confers or purports to

confer expressly or impliedly any right to enforce any of its terms on any person who is not a

party to it and that it may be rescinded or varied by the parties without the consent of or the

need to give notice to any person not party to it.

IN WITNESS the parties have executed this Deed as a deed the day and year first above written.

Or such other provision relating to its exclusion of liability as the IP may reasonably require

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Schedule 7

The C O M M O N S E L of M Y O R N DURGESSES OF THE LONDON OROUGH OF

H M M E R S M I T H N D F U L H M was hereuntoaffixed under the au thentication of:

Authorised by the Council to sign in that behalf

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EXECUTED but not delivered until the datehereof AS DEED by

[ LIMITED PLCby the signatures of:

Director

Director/Secretary

EXECUTED but not delivered until the datehereof AS DEEDbyE on behalf of

the ORIGINAL BUYERand on his own behalfand on behalf of his [joint administrator] [joint

administrative receiver] [

in the presence of:

Signature of witness:

Name of witness:

Address:

Occupation:

EXECUTED but not delivered until the datehereof AS DEED by

] LIMITED PLCby the signatures of:

Director

Director/Secretary

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Documents

CLSA Schedule 17