SNR Denton UK LLP / Pinsent Masons LLP

Conditional Land Sale Agreement in respect of land at the WestKensington and Gibbs Green Estates, London W14

Dated ~3 3

The Mayor and Burgesses of The London Borough of Hammersmith and Fuiham(the Council)

EC Properties LP(the Buyer)

Earls Court Limited(the Guarantor)

ContentsDefinitions and interpretation 6

2 Sale of Gibbs Green School and Farm Lane 55

3 Not Used 56

4 Scheme conditionality and Trigger Notice 56

5 Seagrave Planning Permission 57

6 Sos Consent condition 577 Assurances 60

8 Sale and purchase of the Option Land (Seagrave Road Rouses) and AdvancePayments and adjustments 60

9 Deductions and adjustments and payments: Allowable Revenue Expenditure andAllowable Capital Expenditure 65

10 Councils adverse rights agreement 69

11 Phasing Programme and Phase drawdown 69

12 Phase Completion 79

13 Provision of Replacement Homes 80

14 Grouping of Replacement Homes and Preferred Replacement Accommodation 95

15 Not Used 95

16 Form of Replacement Accommodation Lease and completion 95

17 Form and completion of the Replacement Home Underlease 99

18 Early Purchase Contract 99

19 Standard Purchase Contract 100

20 Advance Existing Purchase Contract 100

21 Voluntary Advance Purchase Contract 101

22 Secure Tenant Contract 101

23 Existing Registered Providers 101

24 Panels and Independent Representative 102

25 Not used 103

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26 Vacant Possession Condition 103

27 Overage 103

28 Mitigation of adverse impact on cessation of works 103

29 Title 105

30 Access for surveys and further information 105

31 Snagging matters 107

32 Considerate constructors scheme 107

33 Copyright and licence to use documents 107

34 Access and copies 107

35 Notices 108

36 VAT 109

37 Interest and payments 109

38 Project Delivery Group 109

39 Damages 113

40 Disputes 113

41 Default, Termination and run off 116

42 Alienation 117

43 Guarantee 121

44 Guarantor and replacement of Guarantor 121

46 Liability caps 121

46 Freedom of information 121

47 Confidentiality 124

48 Miscellaneous 124

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SCHEDULES

Schedule I - Guarantor Substitution Covenant Adequacy and Enhancement 129

Schedule 2 Purchase Contracts 147 -.

Schedule 3Precedent PPDN and Phasing Programme 176

Schedule 4Sale and Purchase of Gibbs Green School 178

Schedule 5- Phase Completion Mechanics 183

Schedule 6 Land Release and Vacant Possession and Use of Option Land Pending Transferl86

Schedule 7- Phase Transfer 220.

Schedule 8 Replacement Accommodation Lease 223

Schedule 9 Aoquisition of out of phase properties 224

Schedule 10- Repurchase and Overage Provisions 227

Schedule 11 - Replacement Accommodation Completion Mechanics 241

Schedulel2 SecureTenancy 245

Schedule 13 Adverse Right Deeds 246

Schedule 14- Draft Phase Transfer 247

Schedule 15 Out of Phase Properties Lease 248

SchedulelsTerminatiOnand Expiry 249

Schedule 17 Deed of Novation 261

Schedule 18 Halfway Condition Date Extensions 267

Schedule 19- Forms of Charge 270

Schedule 20 Service Charge Strategy 276

Schedule 21 Ancillary Documents 277

Schedule 22 Phase Impact Assessment 278

Schedule 23 Agreed Collateral Warranties 280

Schedule 24- GIA Allowance 286

Schedule 25 Refund Termination Event 288

Schedule 26 Form of Rehousing Report 291

Schedule 27 - GEA Distribution by Phase 297

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This Deed is made on 2.3 _--~t2D~ 2013Between:

(1) The Mayor and Burgesses of The London Borough of Hammersmith and Fuiham ofTown Hall, King Street, Hammersmith, London W6 9JU (the Council);

(2) EC Properties LP a limited partnership registered in England and Wales under numberLPI 4695 whose registered office is at 15 Grosvenor Street, London WI K 4QZ acting by itsgeneral partner EC Properties GP Limited (company number 7696161) whose registeredoffice is at 15 Grosvenor Street, London Wi K 4QZ (the Buyer); and

(3) Earls Court Limited (Company Number 557276) whose registered office is at 15 GrosvenorStreet, London WIK 4QZ (the Guarantor).

Background:

A The Council is the freehold owner of land comprising part of the Option Land.

B The Council and the Buyer have agreed, subject to and in accordance with the terms of thisAgreement, to sell and buy respectively the Councils land interests in phases.

C The Council is not able to agree to dispose of a significant proportion of the Option Land andthe Buyer is not willing to acquire such land other than with vacant possession.

D The Parties have agreed to work together to secure agreement of terms with tenants andoccupiers in order to achieve greater certainty in relation to securing vacant possession. Inparticular, the Parties acknowledge the need to provide replacement housing units to rehouseresidents whose Existing Homes are located in a Demolition Phase in accordance with theSection 106 Agreement.

E The Council is the freehold owner of Gibbs Green School and Farm Lane.

F The Council has agreed to sell and the Buyer has agreed to purchase Gibbs Green Schooland Farm Lane subject to and in accordance with the terms of this Agreement.

It is agreed:

I Definitions and interpretation

1.1 In this Agreement unless the context otherwise requires:

Accounting Date means any Annual Accounting Date and any Interim Accounting Date.

Accounting Standards means UK GAAP or International Financial Reporting Standards providedthat where derivatives are held any liabilities connected with such derivatives will be determined inaccordance with International Financial Reporting Standards.

Actual GEA means the aggregate GEA permitted by a Satisfactory Scheme Overage PlanningPermission to be carried out on all such parts of the Scheme Overage Area in respect of which theScheme Overage Trigger Date has occurred but excluding all Excluded Areas.

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Adaptation Assessment Report means the agreed form of report to be completed by eachOccupational Therapist.

Adaptation Contribution Cap means 100000.

Adaptation Costs means the aggregate total costs incurred by the Buyer in connection with thebuilding or installing of Adaptations at Replacement Homes for the occupiers of those homespursuant to the Councils Adaptations Policy.

Adaptations means:

(a) those adaptations which are integral to the design and construction of the structure ofa Replacement Home (or the building of which it forms part)including (but not limitedto) the installation of access ramps and incorporating wider door frames forwheelchair access (Integral Adaptations) and

(b) those adaptations which are not Integral Adaptations including (but not limited to) theinstallation of any grab rail, stair rail, stair lift, bath or bed hoist or lift (Non-IntegralAdaptations)

and in either case are to be made to meet the needs of a prospective occupier of such ReplacementHome, as assessed by an Occupational Therapist in accordance with the Councils AdaptationsPolicy.

Adaptations Policy means the Councils p01 icy as to the entitlements of Qualifying Owners andSecure Tenants to Adaptations.

Additional Costs and Compensation Liability means any potential and/or actual liability of theCouncil for Non-Deductible Compensation and Costs.

Additional Costs and Compensation Liability Security means such additional securityarrangements as the Council might reasonably require the Buyer to provide in respect of anyAdditional Costs and Compensation Liability as shall come into effect pursuant to the provisions setout in paragraph 5.6.11 of Part I of Schedule 6.

Additional Costs and Compensation Security Arrangements means such additional security arrangements as shall come into effect pursuant to the provisions of paragraph 5.6 of Schedule 6.

Additional Qualifying Asset Value means the total of (a) the Secured Amounts in relation to anySecured Assets within the SAP not owned by a Relevant Entity and (b) the amounts secured by asecurity in favour of the Council created pursuant to clause 9.18 in respect j~xisting Homes notowned by a Relevant Entity and (c) the value of any other security in respectassets not owned by anyRelevant Entity available to the Council for the discharge of any Outstanding Liabilities (together withany other security being offered to the Council on the Insolvency of the Buyer or the Guarantorpursuant to paragraph 1 of Schedule 16).

Additional Security means any bonds cash deposits or other security provided to the Council inconnection with the Outstanding Liabilities in addition to the Collateral Security other than anyAdditional Costs and Compensation Security Arrangements.

Additional Security Arrangements means the arrangements relating to any Additional Securitypursuant to paragraph 2.17.5 of Schedule 1.

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Administrative Body means any administrative, public, quasi-public, judicial, quasi-judicial body orentity (including the Secretary of State, court or tribunal).

Advance Existing Purchase Contract means the forms of contract to be offered to registeredproprietors of Privately Owned Residential Units who are not entitled to or do not wish to take aReplacement Home within the Development pursuant to the provisions of clause 20.

Advance Payment(s) means each of 6 payments which subject to clause 8.1 .4(b)(ii) shall be of equalamounts and which in aggregate amount to the Balance to be paid by the Buyer to the Council inaccordance with the provisions of clause 8.

Affordable Housing means residential units where the rent or price is permanently reduced, directlyor indirectly, by means of subsidy from the public, private or voluntary sectors and which is providedor managed by a Registered Provider or local authority including shared ownership identified in ascheme submitted to and approved in writing by the local planning authority.

Agreed PPDN means a PPDN that has been agreed by Parties or the Project Delivery Group, ordetermined by the Expert, in accordance with the provisions of clause 11.6.

Agreed PPDN Date means the date the PPDN is agreed or determined pursuant to clause 11.6.

Allowable Capital Expenditure means:

(a) all moneys required to be paid pursuant to every Early Purchase Contract, StandardPurchase Contract, Advance Existing Purchase Contract and Secure Tenant Contract(including without limitation the purchase price where calculated and payable asprovided in this Agreement, payments under the Contribution Policies, home losspayments and early redemption payments) and every Voluntary Advance PurchaseContract Provided that:

(i) any part of the purchase price in respect of a property acquired pursuant to aVoluntary Advance Purchase Contract which exceeds the open market valueof such property (as determined in accordance with Part 4 of Schedule 2 orany costs including Stamp Duty Land Tax attributable to (or which would nototherwise have been payable if it were not for) the element of the price whichexceeds the open market value as so determined) without the consent of theCouncil;

(ii) the aggregate amount of payments towards or cost incurred in the acquisitionof property taking the aggregate cost of acquisition under Voluntary AdvancePurchase Contracts to more than 5,000,000 without the consent of theCouncil;

(Ni) any payment for Adaptations up to the Adaptation Contribution Cap;

(iv) any payment towards Car Parking and Garden Compensation Policy as paidunder PartS of Schedule 2; and

(v) any payment towards Considerate Constructors Compensation Policy aspaid under clause 32.2,

shall not be included as Allowable Capital Expenditure;

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(b) all sums which are to be Allowable Capital Expenditure by virtue of clause 2 of theCompulsory Purchase, Closure Order and Appropriation Scheme Costs andCompensation Agreement; -

(c) Stamp Duty Land Tax paid by the Buyer to a Qualifying Owner or otherwise pursuantto the terms agreed in connection with any Early Purchase Contract, StandardPurchase Contract, Advance Existing Purchase Contract or Voluntary AdvancePurchase Contract (subject in the case of Voluntary Advance Purchase Contracts tothe aggregate cap of 5,000,000 and the exclusion of tax triggered by over marketvalue consideration referred to in (a) above);

(d) reasonable legal and valuation fees properly incurred in connection with the enteringinto or administration of any Early Purchase Contract, Secure Tenant Contract,Standard Purchase Contract, Advance Existing Purchase Contract and VoluntaryAdvance Purchase Contract (subject in the case of Voluntary Advance PurchaseContracts to the aggregate cap of 5,000,000 referred to in (a) above) including thosepaid to the Panel Advisors on behalf of sellers of Qualifying Acquisitions by way ofreimbursement.

Allowable Revenue Expenditure means expenditure comprising:

(a) ground rent paid out in respect of a property (including any paid on completion of theacquisition of that property due to apportionments made on such completion for theperiod after the date of completion);

(b) service charge and insurance costs payable in respect of a property (including anypaid on completion due to apportionments for the period after the date of completion);

(c) all other properly incurred outgoings of any description incurred in respect of aproperty (including any paid on completion due to apportionments for the period afterthe date of completion);

(d) costs incurred in connection with and/or the performance of obligations in any chargeentered into pursuant to clause 9.18;

(e) maintenance costs incurred in relation to a property so far as the same qualify to beincluded as Allowable Revenue Expenditure pursuant to the provisions of clause 9;

(1) the reasonable and proper managing/letting agents fees incurred in respect of aproperty (provided that if letting and management services are undertaken by theBuyer or a Connected Party (as the case may be) the Buyer or the Connected Partywill be entitled to charge a market rate and this shall be included as AllowableRevenue Expenditure);

(g) irrecoverable VAT incurred in respect to a property;

(h) tax deductible or payable in respect to income earned from a property after dueallowance for any available allowance or set-off and the Buyer agrees to actreasonably and to apply tax accounting and audit policies with respect to the mannerin which income is received or treated in its accounts which are consistent with suchpolicies as are applied in the preparation and audit of the financial statements andaccounts for the whole of the corporate group of which the Buyer is a memberprovided that the Buyer should not be obliged to utilise allowances or tax credits from

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activities in other parts of the Buyers corporate group which do not relate to theDevelopment; and

(i) all other taxes, rates levies or duties (including any paid on completion due toapportionments) properly payable in respect to a property,

in each case incurred in relation to a property acquired by way of a Qualifying Acquisition and less allrent or other income received from such property.

Annual Accounting Date means the date in each year chosen by the Relevant Entity from time totime to which its annual accounts shall be prepared.

Annual NAV Certification Date means in the case of an Annual NAV Report the relevant AnnualAccounting Date.

Annual NAV Report means a report prepared pursuant to paragraph 2 of Schedule I that:

(a) certifies the aggregate NAV of the assets of any Relevant Entities;

(b) specifies the Additional Qualifying Asset Value; and

(c) specifies the aggregate of (a) and (b) this being the Total NAV,

as the relevant Annual NAV Certification Date.

Appeal means all or any of the following:

(a) an application to the Secretary of State under sections 78 and 79 of the Planning Actfollowing a Planning Refusal; or

(b) an application to the local planning authority under section 73 of the Planning Act fordevelopment without complying with one or more conditions in a PlanningPermission; or

(c) a Call-in; or

(d) an appeal to the Secretary of State in accordance with section 20 of the ListedBuildings Act against a Planning Refusal; or

(e) an application under section 19 of the Listed Buildings Act for development withoutcomplying with one or more conditions in a conservation consent.

Applicable Security Arrangements means the security arrangements applicable to the assets in theSAP from time to time as provided in Schedule 1.

Appropriate meana to appropriate Council interests for planning purposes by the Council undersection 122 of the Local Government Act 1972 (which shall have the effect, inter alia, of applyingsection 237 of the Town and Country Planning Act 1990).

Appropriation means the appropriation of land belonging to the Council which is not AppropriationScheme Land.

Appropriation Scheme means a scheme proposed by the Buyer (including all requireddocumentation for the implementation of the scheme) for the transfer of the interests of the Buyer or

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of the Connected Party (or in the case of the Seagrave Road Site any interest of the Buyer, anyConnected Party or Seagrave Road LP) in the Appropriation Scheme Land to the Council to allow for:

(a) the acquisition by agreement of the Appropriation Scheme Land by the Council forplanning purposes including enabling the implementation of and compliance with anyPlanning Permission and Planning Agreement (pursuant to section 227 of the Actwhich shall have the effect, inter alia, of applying section 237 of the Act); and

(b) the subsequent transfer back to the Buyer, the relevant owner or a Connected Partyof the freehold or long leasehold interest in the Appropriation Scheme Land sotransferred to the Council,

Provided That in the case of the Seagrave Road Site the transfer or lease shall be to theBuyer or a Connected Party or to Seagrave Road LP.

Appropriation Scheme Land means:

(c) the Seagrave Road Site; and/or

(d) other property within the Earls Court Regeneration Site which the Buyer or theGuarantor or any Connected Party or any of them owns or has an interest.

Approved Closure Order means a Closure Order promoted by the Council which has beenapproved by the Buyer in accordance with paragraph 5.11.2 of Part I of ScheduleS.

Approved CPO means a CPO which has been approved by the Buyer in accordance with paragraph5.10.3 of Part 1 of Schedule 6.

Assessment Date means the date 5 Working Days after the provision of a NAV Report to the Councilpursuant to Schedule 1.

Assured Tenant means a tenant of a Registered Provider under an assured tenancy (within themeaning of the Housing Act 1988) and resident within the Option Land as at the date of the DetailedNeeds Assessment.

Auditor means the auditors of the Relevant Entity commissioned to prepare any NAV Report or theconfirmation required under paragraph 2.4.3 of Schedule 1.

Balance means 74,500,000 (or 75,000,000 if the Seagrave Road Houses are included in theOption Land) but subject to adjustment in accordance with clause 8.1.4(b) if applicable.

Base GEA means 9,926,911 square feet (being the total GEA of 10,113,417 square feet less theareas for use as community cultural and educational purposes) being the GEA within the SchemeOverage Area apportioned to each part of the Scheme Overage Area as shown in Schedule 27 whichthe Parties have agreed to use as a base figure for the purposes of the calculation of SchemeOverage).

Base Transfer means the transfer in the form contained in at Schedule 14.

Blight Indemnity Agreement means an agreement dated 16 March 2012 and made between theCouncil, the Buyer and the Guarantor as extended by letter dated 9 July 2012.

Blight Notice has the meaning set out in the Compulsory Purchase, Closure Order and AppropriationScheme Costs and Compensation Agreement.

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Build Phase means that part or parts of the Replacement Homes Redevelopment Area on which theBuyer proposes to build, is building or has built Replacement Homes for the Relevant DemolitionPhase.

Buyer Insolvency NAV Report means a report prepared pursuant to paragraph 1.1.2 of Schedule 16that:

(a) certifies the aggregate NAV of the assets of any entity that is to have direct liability tothe Council with regard to the Outstanding Liabilities (whether as principal orguarantor) following the completion of a Deed of Novation pursuant to paragraph 1.1of Schedule 16;

(b) specifies the Additional Qualifying Asset Value; and

(c) specifies the aggregate of (a) and (b) as being the Total NAV,

as at a date specified in the report after the date of the relevant Insolvency.

Buyers Appropriation Scheme Notice means as defined in paragraph 5.1 of Part I of Schedule 6.

Buyers Estate Assets means any properties acquired by the Buyer (or relevant nominee) under anyEarly Purchase Contract, any Advance Existing Purchase Contract and Secure Tenant Contract andStandard Purchase Contract or any Voluntary Advance Purchase Contract or pursuant to the BlightIndemnity Agreement or the Compulsory Purchase, Closure Order and Appropriation Scheme Costsand Compensation Agreement.

Buyers Novatee has the meaning as in Schedule 16.

Buyers Overage Cap means 65,000,000.

Buyers Solicitors means Pinsent Masons LLP of 30 Crown Place, London EC2A 4ES (Ref:NJB/638930.07000/AMPL) or such other firm of solicitors as the Buyer notifies to the Council inwriting.

Call-in means the reference of a Planning Application to the Secretary of State under section 77 ofthe Planning Act.

CapCo PLC means Capital & Counties Properties PLC company number 07145051.

Capped Compensation and Costs means the aggregate of the following:

(a) all sums payable by the Buyer under the Blight Indemnity Agreement;

(b) all sums payable by the Buyer under Schedule 2 (other than sums paid in respect ofa Voluntary Advance Purchase Contract to the extent that the same do not qualify asAllowable Capital Expenditure); and

(c) any sums payable by the Buyer under the Compulsory Purchase, Closure Order andAppropriation Scheme Costs and Compensation Agreement (other than the NonDeductible Compensation and Costs).

Car Parking and Garden Compensation has the meaning given to it in paragraph 4.2.8 of Part I ofSchedule 2.

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Car Parking Ratio means the ratio of car parking spaces per residential unit (regardless of whetheror not it is a Replacement Home) permitted by the Planning Permission or a related PlanningAgreement.

Car Parking Space means a car parking space that the Buyer makes available to the Councilpursuant to the terms of this Agreement.

Certified Phase means any Phase for which, at the Halfway Condition Date, there is a Live AgreedPPDN in respect of which the Independent Certifier has issued Independent Certifiers HabitableCertificates (or the Buyer would be entitled for such to be issued) for all of the Replacement Homes(save for those Replacement Homes that the Buyer will make available pursuant to clause 13.2.1(b)set out in such Live Agreed PPDN.

Challenge means any application to the court by a third party for judicial review, or any ultra viresclaim, or other challenge (including a statutory challenge) by a third party as to:

(a) any decision made or to be made (including the decision to enter into thisAgreement), or any action taken or to be taken, or any omission, inaction or non-determination by the Council or any failure by the Council to reach an agreement witha third party in relation to the Development; or

(b) any decision made or to be made, or any action taken or to be taken, or anyomission, inaction or non-determination by an Administrative Body, or any failure byan Administrative Body to reach an agreement with the Council and/or the Buyerand/or any other person or legal entity, in relation to the Development.

Challenge Period means whichever of the following applies:

(a) the period of 6 weeks following an order or action to which section 288 of thePlanning Act and section 23 of the Acquisition of Land Act 1981 apply; and

(b) the period of 3 months following any other order or action of the Secretary of State orof any other competent authority; and

(c) the period of 6 weeks following any order, action or decision of any court inProceedings.

Closure Order means all statutory or regulatory orders required for the pedestrianisation, diversion,stopping-up, or closing of highways including footpaths and/or any order for controlling or regulatingvehicular and other traffic (including pedestrians) to enable the whole or part of the Development tobe carried out and used.

Closure Orders Compensation and Costs means the same as in the Compulsory Purchase,Closure Order and Appropriation Scheme Costs and Compensation Agreement.

Collateral Security means the securities to be provided and maintained pursuant to paragraph 3 ofSchedule 1 in order to provide the Minimum Security Cover.

Compensation Overage means the overage calculated in accordance with Part 3 of Schedule 10.

Compensation Overage Area means all such parts of the Option Land (or any interest of the Councilin it) which as at the earlier of the Final Phase Long Stop Date and the date on which this Agreementis Terminated or Expires has not already been transferred to the Buyer (save for land to which theBuyer is absolutely entitled to a transfer of and which remains to be completed).

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Compensation Overage Disposal means a Disposal of land forming part of the CompensationOverage Area.

Compensation Overage Period means the period of 5 years commencing on the earlier of:

(a) the Final Phase Long Stop Date; and

(b) Termination or Expiry of this Agreement.

Compensation Overage Rate means 12,500,000 per acre adjusted in line with the movement inRPI from the date upon which the first Advance Payment becomes due until the end of the calendarmonth preceding the relevant Compensation Overage Disposal such adjustment to be in the samemanner as set out in clause 8.1.4(b).

Compulsory Purchase, Closure Order and Appropriation Scheme Costs and CompensationAgreement means an agreement made on even date between the Council, the Buyer and theGuarantor.

Connected Party means a company, limited partnership or other entity which is any of the following:

(a) a person connected with the Buyer and/or the Guarantor and/or CapCo PLC withinthe meaning of section 839 of the Income and Corporation Taxes Act 1988; or

(b) any subsidiary undertaking or parent undertaking (as has the same meaning as setout in section 1162 of the Companies Act 2006) of the Buyer and/or the Guarantorand/or CapCo PLC or any subsidiary undertaking of a parent undertaking of theBuyer and/or the Guarantor and/or CapCo PLC or any subsidiary or holding company(as has the same meaning as set out in section 1159 of the Companies Act 2006) ofthe Buyer and/or the Guarantor and/or CapCo PLC; or

(c) an entity in which the Buyer and/or the Guarantor and/or CapCo PLC and/or anyProject Funder (whether jointly or otherwise) have a Controlling Interest; or

(d) an entity with which the Buyer and/or the Guarantor and/or CapCo PLC has enteredinto any form of joint venture, collaboration or other profit sharing arrangement inrespect of the Development or any part or parts thereof.

Constructors Compensation Cap means the sum of 200,000.

Contribution Policies has the meaning given to it in paragraph 4 of Part I of Schedule 2.

Controlled Dealing means the transfer of the freehold of the Relevant Land or the completion of thegrant of a lease for a term of more than 35 years but excluding leases or transfers of land for utilityinfrastructure, highway, public amenity community uses or other non-residential purposes.

Controlling Interest means:

(a) an interest in shares in a company conferring in the aggregate 50% or more of thetotal voting rights conferred by all the issued shares in that company taking accountof restrictions on voting rights contained in the articles of association of that company;or

(b) an interest in 50% or more of the total voting rights in a limited partnership or 50% ormore of the decision-making powers in any other vehicle.

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Council Abandonment Event means the occurrence of any of the events described in paragraphs5.8.4, 5.10.5, 5.13.3(e) of Part I of Schedule Gas a Council Abandonment Event.

Council Owned Residential Units means all residential dwellings owned by the Council at theOption Land (in respect of which the Parties acknowledge that if any Secure Tenants exercise theirRight to Buy and complete the acquisition of their dwellings such dwellings will cease to be treated asCouncil Owned Residential Units and will be treated as Privately Owned Residential Units).

Councils Solicitors means SNR Denton UK LLP (ref: RGB190883.00001) or such other firm ofsolicitors as the Council notifies to the Buyer in writing.

Counsel means counsel with at least 10 years experience in compulsory purchase procedures andcompensation claims and planning matters as the Council shall select in consultation with the Buyerand shall jointly appoint with the Buyer.

CPO means a compulsory purchase order authorising the acquisition by the Council of:(a) any (i) Third Party Interests in the Option Land and/or (H) Third Party Interests

affecting the Option Land (but for the benefit of a property situated outside of theOption Land) to the extent such Third Party Interests inhibit or restrict the carrying outand/or use of the Development of the Option Land and/or (iii) any Third PartyInterests other than (i) needed for any highways works or other mitigation measuresrequired by a Planning Permission and/or a Planning Agreement or otherwiserequired by the local planning or highways authority for the carrying out and/or use ofthe Development on the Option Land (which could include Third Party Interestsoutside the Earls Court Regeneration Site but within the Councils administrativearea); and/or

(b) any (i) Third Party Interests in the Seagrave Road Site (save for any interests ownedby the Buyer or a Connected Party) and/or (ii) any Third Party Interests affecting theSeagrave Road Site (but for the benefit of a property situated outside the SeagraveRoad Site) to the extent that such Third Party Interests inhibit or restrict the carryingout and/or use of the Development of the Seagrave Road Site; and/or (Ni) any ThirdParty Interests other than the above needed for any highways works or othermitigation measures required by a Planning Permission and/or a Planning Agreementor otherwise required by the local planning or highways authority for the carrying outand/or use of the Development on the Seagrave Road Site (which could include ThirdParty Interests outside the Earls Court Regeneration Site but within the Councilsadministrative area); and/or

(c) any (i) other Third Party Interests in the Earls Court Regeneration Site (excepting theinterests of TfL in the TfL Land and non-TfL interests in the TfL Land until TfL hasdisposed of an interest in all or part of the ilL Land to the Buyer or a ConnectedParty, whereupon such non TfL interests come within this paragraph (c) unlessacquired by the Buyer or a Connected Party) and/or (ii) any other Third PartyInterests to the extent such Third Party rights inhibit or restrict the carrying out anduse of the Development which benefit land or property situated within the Councilsadministrative area and/or (Hi) any other Third Party Interests needed for anyhighways works or mitigation measures required by a Planning Permission and/orPlanning Agreement or otherwise required by the local planning authority or ahighways authority for the carrying out and/or use of the Development (which couldinclude Third Party Interests outside the Earls Court Regeneration Site but within theCouncils administrative area) and shall not include any interest of the Buyer or a

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Connected Party in the Earls Court Regeneration Site without the prior writtenconsent of the Buyer,

in each case including the subsoil of any existing highway within the Option Land andrequired for the Development and to the mid point of any highway adjacent to the externalboundaries of the Option Land and the Seagrave Road Site and in each case pursuant tosection 226 of the Planning Act and/or section 13 of the Local Government (MiscellaneousProvisions) Act 1976 and/or any other powers so enabling and shall not include any interestof the Buyer or a Connected Party in the Earls Court Regeneration Site without the priorwritten consent of the Buyer.

CPO Budget means a total CPO Compensation and Costs budget estimate.

CPO Compensation means the compensation payable or paid to claimants in respect of Third PartyInterests in accordance with the Compulsory Purchase, Closure Order and Appropriation SchemeCosts and Compensation Agreement.

CPO Compensation and Costs means the CPO Compensation and Costs as set out in Schedule Ito the Compulsory Purchase, Closure Order and Appropriation Scheme Costs and CompensationAgreement.

CPO Implementation Programme means a programme agreed between the Council and the Buyerfor acquiring Third Party Interests which, by virtue of a confirmed CPO or negotiations with the ownersof Third Party Interests, the Council is authorised to acquire and which, where applicable, will havedue regard to the rehousing programme, Independent Certifiers Habitable Certificates and above allthe need to secure vacant possession of Third Party Interests in a Satisfactory CPO by the InitialTarget Vacant Possession Date, the VP Target Date and the VP Date, as applicable.

CPO Land means land the subject of Third Party Interests to which a CPO or proposed CPO relates.

CPa Restart Notice means a notice served upon the Council by the Buyer in respect of a proposedCPO which has been the subject of a CPO Suspension Notice.

CPO Start Date means the date on which the Council receives a CPO Start Notice.

CPO Start Notice means a notice served upon the Council by the Buyer requiring the Council tocommence preparing to make a CPO and if such a notice is in respect of any part of the Option Landit shall only be served where that part is the subject of the Demolition Phase identified in an AgreedPPDN.

CPO Suspension Notice means a notice served by the Buyer upon the Council in respect of aproposed CPO where either:

(a) not all the Reserved Matters approvals applied for by the Buyer in respect of the partof the Development to which the CPO relates have received approval; or

(b) in the opinion of the Buyer such a Reserved Matters approval is the subject ofOnerous Planning Conditions relevant to such part of the Development,

and the effect of such notice shall be that:

(I) the Council shall suspend carrying out any work (other than responding toany Blight Notice or Proceedings) in respect of a proposed CPO until a CPORestart Notice is served by the Buyer on the Council PROVIDED THAT work

42878o7a.2uo08 16RGB/90883.0000119510001 .11

may continue as specified in writing by the Buyer to the Council during suchsuspension; and

(ii) the Time Critical Item Completion Period in respect of such proposed CPO issuspended (whether or not the Buyer has specified in writing the continuationof any work during such suspension) until a CPO Restart Notice is served.

CPO Trigger Date means the date of a CPO Start Notice in respect of one or more Agreed PPDNsfor a Demolition Phase.

Damages Balance means all outstanding damages remaining due but unpaid by the Council to theBuyer on Termination of this Agreement in accordance with the provisions of Schedule 16.

Deductions Account means an annual account prepared in accordance with the provisions of clause9.

Deed of Novation means a deed of novation in the form (or substantially in the form) as set out atSchedule 17 with such amendments as may be required depending on whether the Guarantor intendsto assume the liabilities of the Buyer under paragraph 1.1.2 of Schedule 16.

Deemed Refusal means a failure by the local planning authority to give notice as described insection 78(2) of the Planning Act within the prescribed period (and including any extended periodagreed between the Buyer and the local planning uthority).

Demolition Phase means that part of the Option Land that the Buyer identifies (pursuant to clause11) as being a phase that it wishes to bring forward, in order to facilitate the demolition andconstruction of the Development, and in relation to which the Council will be obliged (pursuant to theterms of this Agreement) to decant any residents and transfer to the Buyer.

Detailed Needs Assessment means an assessment by the Council of the Needs of all SecureTenants and Assured Tenants, and any family members lawfully living with them on a permanentbasis at the time of the assessment, living within the Demolition Phase identified in a PPDN.

Development means the development of the whole or part of Earls Court Regeneration Site,including on a phase by phase basis, to create a mixed-use high-quality scheme reflecting the designprinciples and concepts as set out in the relevant Planning Permission and Reserved Mattersapprovals or any replacements, substitutions, variations or amendments thereto secured by the Buyeror secured with the Buyers consent or approval Provided that any application for planning permissionin respect of the Main Site or any replacements, substitutions, variations or amendments thereto shallbe in general accordance with the scheme applied for pursuant to the Planning Application (MainSite).

Development LBHF means Development of that part of the Main Site falling within the LondonBorough of Hammersmith and Fuiham comprising demolition of existing buildings and the creation ofany or all of open space and mixed-use development of office, residential, hotel, serviced apartments,leisure, hospital, education/health/community/culture use, car parking, replacement of existing depotstructure with new stabling structure, highway alterations and decking structures over railway linesand tunnels, waste and utilities temporary and incidental works.

Development RBKC means Development of the Earls Court Site RBKC comprising demolition ofexisting buildings and the creation of any or all of open space and mixed use development of office,residential, hotel, serviced apartments, leisure, hospital, education/health/community/culture use, carparking, works at Earls Court station, ticket hall, escalators, works to existing tunnel to create direct

42878078.2MoO8 17RGB/90883.00001195w0o1.1 1

access from the Main Site to the station, highway alterations and decking structures over railwaylines, demolition and replacement of the depot structure.

Disposal means a sale for a capital sum by way of a transfer of a freehold or the grant of a lease fora premium.

Earls Court Regeneration Site means the land shown edged red on the plan attached and markedPlan A being the Earls Court regeneration area (currently including but not limited to the landcommonly known as the Lillie Bridge Depot, the West Kensington estate, the Gibbs Green estate,Gibbs Green School, the Seagrave Road Site, ECI and EC2), as the same may be varied from timeto time pursuant to the terms of this Agreement.

Earls Court Site RBKC means the land and property within the Royal Borough of Kensington andChelsea as shown edged dotted red in Planning Application (Earls Court) on plan ECM2-PA-03-101-A.

Early Purchase Contract means the contract to be entered into between the Buyer and theregistered proprietors of Privately Owned Residential Units in accordance with clause 18.

Early Purchase Contract Financial Cap means 7,500,000.

Early Purchase Contract Purchase Price means the purchase price that the relevant Owner wouldreceive pursuant to the terms of the Early Purchase Contract as agreed or determined in accordancewith the provisions of Schedule 2.

ECI means that the part of the Earls Court Exhibition Centre known as Earls Court I shown edgedred on the plan attached and marked EC1 and EC2 Outline Plan.

EC2 means that part of the Earls Court Exhibition Centre known as Earls Court 2 shown edged red onthe plan attached and marked ECI and EC2 Outline Plan.

Estimated Habitable Date means each date notified to the Council as the anticipated date on whichan Independent Certifiers Habitable Certificate will be issued in relation to the ReplacementAccommodation for the Relevant Phase (as each date may change from time to time) (or such laterdate as may be referred to in a Home Election Notice).

Excluded Areas means:

(a) where they are external all of the following: highways, roadways, footpaths,balconies, forecourts, rooftops, terraces, canopies, fire escapes, open bin stores,service yards, gardens, landscaped areas, car parking, walls, fences, and buildings orstructures housing any utilities or Service Media (whether or not owned by a statutoryprovider) or any waste disposal apparatus used in connection with any development;and

(b) under floor voids, any parts of the undercroft which are not Lettable Undercroft, anyarea the permitted use of which pursuant to the Satisfactory Scheme OveragePlanning Permission is for community, cultural or educational purposes (making dueallowance for the extent to which such community, cultural or educational purpose isintended to be rentalised or to generate income, licence fees or capital receipts atrates equivalent to other commercial uses on the Development) and any land ownedby the Buyer or a Connected Party at the date of this Agreement or subsequentlyacquired by the Buyer or a Connected Party otherwise than pursuant to theconsideration paid by the Buyer to the Council under the terms of this Agreement.

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Exclusivity Agreement means an agreement dated 29 July 2011 and made between the Counciland Capital & Counties Properties PLC as varied by a supplemental agreement dated 29 July 2012.

Existing Homes means all homes on the Option Land that, as at the date of this Agreement, wereCouncil Owned Residential Units, Privately Owned Residential Units or RP Owned Residential Units.

Expert means as defined in clause 40.

Expiry in relation to this Agreement means any of the following:

(a) the Final Phase Long Stop Date has occurred;

(b) Phase Completion has occurred in respect of all Phases;

(c) a Trigger Notice has not been served within one month of the Councils noticepursuant to paragraph 1.9 of Schedule 16; or

(d) the Buyer has served a Scheme Discontinuance Notice,

and Expire Expires and Expired shall be construed accordingly.

Farm Lane means all that freehold land known as 11 Farm Lane, Fulham Broadway, London SWIG1PU as shown edged red on the plan attached with drawing number is 55100/66 as labelled 11 FarmLane and which comprises part of the land registered at the Land Registry under title numberNGLI 62125 and all of the land registered at the Land Registry under title number N0L226384.

Farm Lane Mortgage means the legal mortgage over Farm Lane to be provided by the Buyer to theCouncil as part of the Collateral Security immediately following the transfer of Farm Lane to the Buyerpursuant to this Agreement in the form of the draft mortgage in Part I of Schedule 19.

Farm Lane Transfer means the transfer deed effecting the transfer of Farm Lane from the Council tothe Buyer in accordance with the provisions of clause 2 and to be in the form (or substantially in theform) of the transfer annexed at Schedule 21.

Final Account means the final account to be prepared pursuant to clause 9.

Final Accounting Date means 31 March next following the earliest of:

(a) the date upon which Phase Completion has occurred in respect of all Phases;

(b) the Final Phase Long Stop Date; and

(c) Termination or Expiry of this Agreement.

Final Phase Long Stop Date means 31 December 2035 (being the date after which no further CPUStart Notices may be served).

Finally Disposed of means in the case of a Judicial Review:

(a) the determination of the Proceedings or action or appeal in question (and any furtherappeal or appeals); and

(b) the expiration of any time allowed for an appeal against such determination, withoutsuch appeal being made.

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Financial Assessment Date means the date of the application of the Financial Test (being not lessthan 3 months prior to the date of any assignment or novation of this Agreement).

Financial Test means where the aggregate of the NAV of the assignee or the novatee (as the casemay be) and (if applicable) the NAV of any continuing or new guarantor and (if applicable) any otherproposed form of security acceptable to the Council acting reasonably is equal to or exceeds thelower of:

(a) 120% of the Outstanding Liabilities at the Financial Assessment Date; and

(b) the Initial Guaranteed Amount.

Flex has the meaning given to it in clause 13.4.1 (and Flexed and Flexes shall be construedaccordingly).

GEA means gross external area as measured in accordance with the RICS Code of MeasuringPractice 6th Edition.

GGS Charge means the charge over the Buyers beneficial interest in Gibbs School to be provided bythe Buyer to the Council in the form of the draft charge in Part 3 of Schedule 19.

GGS Legal Mortgage means the legal mortgage in relation to Gibbs Green School in the form of thedraft legal mortgage in Part 4 of Schedule 19 that may be provided to the Council pursuant toparagraph 3.28 of Schedule 1.

GIA means gross internal area as measured in accordance with the RICS Code of MeasuringPractice 6th Edition.

Gibbs Green School means all that freehold land known as Gibbs Green School, Mund Street,London W14 9LY and which is shown edged red on the plan attached with drawing number 55100/65as labelled 11 Mund Street (Gibbs Green School) and which forms part of the land registered at theLand Registry under title number NGL210692.

Gibbs Green School Consents means the consents of the relevant Secretary of State (if required) tothe disposal of Gibbs Green School under (a) schedule Ito the Academies Act 2010 and (b) section77 of the School Standards and Framework Act 1998.

Gibbs Green School Schedule of Condition means the photographic schedule of condition relatingto Gibbs Green School annexed hereto and dated 1 November 2012.

Gibbs Green School Transfer means the transfer deed effecting the transfer of Gibbs Green SchoQifrom the Council to the Buyer in accordance with the provisions of clause 2 and to be in the form (orsubstantially in the form) of the transfer annexed at Schedule 21.

Guaranteed Amount means the amount defined in paragraph 2.9 of Schedule 1 subject to revisionsfrom time to time in accordance with Schedule 1.

Guarantor Insolvency NAV Report means a report prepared pursuant to paragraph 1 ofSchedule 16 that:

(a) certifies the aggregate NAV of the assets of any Relevant Entities but including theproposed new guarantor pursuant to paragraph I of Schedule 16 in lieu of theguarantor that shall be Insolvent; and

42878078.2\IoOB 20RGBl90883.00001/9510001.1 I

(b) specifies the Additional Qualifying Asset Value; and

(c) specifies the aggregate of (a) and (b) as being the Total NAy,

as at a date specified in the report after the date of the relevant Insolvency of the Guarantor.

GVD means a general vesting declaration made under the Compulsory Purchase (VestingDeclarations) Act 1981.

Habitable means:

(a) the Replacement Home meets all the aspects of the Replacement Home BaseSpecification and agreed Integral Adaptations applicable to that Replacement Home(in accordance with the Home Allocation Plan) are complete save for: (i) anySnagging Items and (ii) any Adaptations for which the Council has not paid (once theAdaptation Contribution Cap has been exceeded);

(b) the Replacement Home and/or the Building (as defined in the ReplacementAccommodation Lease (once agreed pursuant to the terms of this Agreement)) areconnected to foul and surface water drains water and electrical supplies;

(c) the communal parts (as referred to in the Replacement Accommodation Lease (onceagreed pursuant to the terms of this Agreement)) are complete in accordance with therequirements of the Replacement Home Base Specification to the extent reasonablyrequired for beneficial use and occupation of the Replacement Home provided thatfor the avoidance of doubt:

(i) soft landscaping need not be practically complete if it is scheduled to becarried out in the next planting season; and

(ii) final surfaces of all roads and footpaths to be adopted need not be practicallycomplete;

(d) there are adequate and lawful means of pedestrian access to and egress from theReplacement Home to an adopted highway Provided that the Independent Certifiershall not be entitled to object to any means of access (whether temporary orpermanent) where the Council has approved such access; and

(e) where a dedicated car parking space is to be provided with the Replacement Homeor the right to use or share a car parking area or space or spaces is to be granted bythe Replacement Accommodation Lease, there are adequate and lawful means ofvehicular access to and egress from such car parking space to an adopted highway.

Habitable Date means the date on which an Independent Certifiers Habitable Certificate is issued.

Halfway Condition means that, in respect of Replacement Homes that are being provided to replaceExisiting Homes that are Social Housing Units, the Independent Certifier has issued one or moreIndependent Certifiers Habitable Certificates (or the Buyer would be entitled for such to be issued atthe relevant date) in respect of:

(a) no fewer than 294, or if the Seagrave Road Houses are included 297, ReplacementHomes; or

42878078.2\~oO8 21R0B190883.00001/951 0001.11

(b) Replacement Homes with a total GIA of not less than 26,270 square metres or if theSeagrave Road Houses are included 26,538 square metres,

subject to the adjustment of the figures in (a) and (b) as may be required pursuant to clause 8and Schedule 18.

Halfway Condition Date means that date that is the day after the tenth anniversary of thisAgreement as extended by the provisions of Schedule 18.

Holding Cost Allowance means a notional rate of interest (at the rate of 6.5% above the 6 monthsLondon Interbank Offered Rate (LIBOR) from time to time (or if such rate shall cease to be publishedsuch equivalent rate as may be agreed between the Parties or in default of any agreement as may bedetermined by an Expert in accordance with clause 40)) which shall accrue to the Buyer in respect ofAllowable Capital Expenditure and Allowable Revenue Expenditure incurred by the Buyer in respectof the following periods:

(a) for Allowable Capital Expenditure in respect of the period from the date suchexpenditure was incurred until the date it is reimbursed by payment from or on behalfof the Council or by deduction from Advance Payments; and

(b) for Allowable Revenue Expenditure from the 31 March next following the date suchexpenditure was incurred until the date it is reimbursed by payment from or on behalfof the Council or by deduction from Advance Payments.

Home Allocation Plan means a plan setting out the location of each Replacement Home and eachCar Parking Space (including each Outstanding Car Parking Space) for which one or moreReplacement Accommodation Lease(s) will be granted in relation to a Phase and which the Buyerprovides to the Council in accordance with clause 13.5.

Home Election Notice means a notice served by the Council on a Qualifying Owner followingnotification by the Buyer in accordance with the Standard Purchase Contract agreed pursuant toSchedule 2.

House Equivalent Replacement Home means a. property with direct ground floor acceas to theoutside and a garden or other defensible space.

House means a residential property which:

(a) does not have other accommodation above it vertically; and

(b) has a roof forming part of the property; and

(c) has a ground floor accommodation with access direct to the outside; and

(d) has an external self-contained garden or yard.

Implementation of Development means the date on which any material operation (as defined insection 56(4) of the Planning Act) forming part of the Development begins to be carried out other than(for the purposes of this Agreement and for no other purpose) operations consisting of site clearance,demolition work, archaeological investigations, remedial work in respect of any contamination or otheradverse ground conditions, diversion and laying of services, erection of any temporary means ofenclosure and Implemented shall be construed accordingly provided that in the case of theSatisfactory Main Site Planning Permission Implementation of Development shall require such

42875078.2\1008 22RGBIQO8S3.00001/9510001.1 1

material operations to be carried out in the Option Land Provided that Implementation shall bedeemed to have occurred when EC2 has been demolished.

Independent Certifier means the independent certifier(s) to be appointed by the Buyer pursuant toclause 13.7.1 for the purposes of confirming when a Replacement Home is Habitable.

Independent Certifier Approved Terms means the minimum terms of appointment of theIndependent Certifier:

(a) an obligation on the Independent Certifier to enter into a collateral warranty in favourof each of the Council, any Sub-Buyer, any guarantor (and any funder of the same)and any other relevant third parties (including, but not limited to, any relevant buildingcontractor) in respect of the Independent Certifiers obligations under its appointmentwith the Buyer;

(b) an appropriate duty of care to a standard reasonably to be expected of an appropriatequalified and professional consultant suitably experienced in undertaking the role ofan employers agent/contract administrator on residential developments projectssimilar to the Development;

(c) a requirement for the appointment to be by deed and for any breach to be actionablefor at least 6 years from performance or non-performance by the IndependentCertifier of the relevant service under the appointment;

(d) professional indemnity insurance cover of at least 10,000,000 in respect of each andevery claim (or such lower figure as the Buyer may accept in its absolute discretion);

(e) procedures to be followed by the Independent Certifier for the purposes of confirmingwhether a Replacement Home is Habitable, such procedurea to comply with thecertification procedures detailed in this Agreement (including, but not limited to,clause 13-7.3).

Independent Certifiers Habitable Certificate means a certificate issued by the IndependentCertifier stating that he is satisfied that the relevant Replacement Home(s) or ReplacementAccommodation is Habitable.

Independent Certifiers Non Habitable Certificate means a certificate issued by the IndependentCertifier stating that the relevant Replacement Home or Replacement Accommodation (as applicable)not Habitable.

Independent Representative means the independent representative appointed by the Council inaccordance with the provisions of clause 24.2.

Indexed has the meaning given to it in paragraph 3.4 of Part 2 of Schedule 6 save where providedotherwise.

Initial Assets means the first assets to be included in the SAP on the date of this Agreement asdescribed in paragraph 3.21 of Schedule 1.

Initial Guaranteed Amount means

(a) from the date of this Agreement to (but not including) the Trigger Date 50,000,000;

(b) from and including the Trigger Date the lowest of:

42878075.2\Jo08 23RGB/90883.00001/9510001.1 1

(i) the sum of 75,000,000;

(H) from and including the date of payment of the first instalment of the AdvancePayment pursuant to clause 8, 60,000,000; and

(Hi) from and including the date of payment of the second instalment of theAdvance Payment pursuant to clause 8, 50,000,000,

subject to such adjustments as may be provided for pursuant to paragraph 5.6.11 of Part I ofSchedule 6.

Initial Target Vacant Possession Date means the date notified by the Buyer to the Council asprovided in the PPDN and/or the Agreed PPDN being the anticipated date by which the Council shalldeliver vacant possession of all of the properties located within a Demolition Phase.

Inquiry means such public inquiry as may be called by the Secretary of State to hear evidence anddetermine any critical and substantive Planning Application, any CPO or any Closure Order or otherhighways order in relation to the proposed Development.

Insolvent means:

(a) in relation to a company a receiver, administrative receiver or manager is appointedover all or any of its assets or a provisional liquidator is appointed under section 135of the Insolvency Act 1986 or it goes into liquidation either voluntarily or compulsorily(other than a voluntary liquidation solely for the purpose of amalgamation orreconstruction while solvent);

(b) in relation to a partnership or limited partnership:

(i) a voluntary arrangement or any compromise is made with all or any of itscreditors; or

(ii) a receiver or manager or (to the extent applicable) administrative receiver isappointed over all or any material part of its assets; or

(Hi) it goes into liquidation either voluntarily or compulsorily (other than avoluntary liquidation solely for the purpose of amalgamation or reconstructionwhile solvent); or

(iv) the partnership or limited partnership has an administrator appointed;

(c) in relation to an individual a voluntary arrangement is made under Part VIII of theInsolvency Act 1986 or a bankruptcy order is made under Part IX of the InsolvencyAct 1986 or he enters into any deed of arrangement or composition in satisfaction ofhis debts,

and Insolvency shall be construed accordingly.

Interim Accounting Date means the half yearly date in each year chosen by the Relevant Entity fromtime to time to which its half yearly accounts shall be prepared.

Interim Assessment Date means the date 5 Working Days after the provision of an Interim NAVReport to the Council pursuant to Schedule 1.

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Interim NAV Certification Date means in the case of an Interim NAV Report the relevant InterimAccounting Date.

Interim NAV Report means a report prepared pursuant to paragraph 2 of Schedule 1 that:

(a) certifies the aggregate NAV of the assets of any Relevant Entities;

(b) specifies the Additional Qualifying Asset Value; and

(c) specifies the aggregate of (a) and (b) this being the Total NAV,

as at the relevant Interim NAV Certification Date.

Judicial Review means in respect of a planning permission an application or appeal to the HighCourt (whether by way of Part 54 of the Civil Procedure Rules or pursuant to section 288 of thePlanning Act) by any person to review any decision by the relevant Secretary of State or the localplanning authority relating to any Planning Application and any subsequent application or appeal to ahigher court and the reconsideration by the Secretary of State or the local planning authority of anyPlanning Application upon remission to him or them by the High Court or any higher court.

Key Phase Criteria means:

(a) the provision of Replacement Homes on the Replacement Homes RedevelopmentArea;

(b) unless otherwise requested by residents, the provision of Replacement Homes withinthe vicinity of each other in order to ensure that residents who are moving fromExisting Homes that are located in the immediate vicinity of each other on aDemolition Phase can continue to live in the vicinity of each other;

(c) no resident of an Existing Home will need to move more than once.

LADS means liquidated and ascertained damages calculated in accordance with the provisions ofPart 2 of Schedule 6.

LADS Cap means the cap on LADS in the sum of 10 million Indexed.

LBHF Estates Solicitors means Ashfords LLP Solicitors or such other solicitors appointed from timeto time to give feedback on behalf of the Owners.

LBHF Land means those parts of the Main Site within the London Borough of Hammersmith andFulham.

Lettable Undercroft means all areas below ground level but only to the extent that such areas arethemselves intended to be rentalised or to generate income, licence fees or capital receipts in respectof a Scheme Overage Use.

Liabilities means in respect of the Relevant Entity all the liabilities of that entity that shall haveaccrued and that shall remain outstanding as at the NAV Certification Date (other than those under(a) this Agreement or (b) the Compulsory Purchaae, Closure Order and Appropriation Scheme Costsand Compensation Agreement or (c) any mortgage charge or other security relating to such liabilitiescreated by such agreements or in order to comply with such agreements regardless of whether theRelevant Entity is itself a party to this Agreement) provided that:

42878078.2\1o08 25RGB/90883.00001/951 0001.11

(a) contingent liabilities shall not be treated as Liabilities and only those liabilities thatshall have accrued and are required to be discharged at the NAV Certification Dateshall be treated as Liabilities save as provided in (c) below.

(b) where sums are payable periodically only such sums as shall be payable as at theNAV Certification Date shall be treated as Liabilities save as provided in (c) below.

(c) sums payable on demand or upon the insolvency of the relevant entity shall howeverbe treated as Liabilities

(d) notwithstanding the foregoing provisions of this definition, any liabilities of theRelevant Entity that shall have been assumed on terms that the claim of the relevantcreditor shall rank in priority after the discharge of any Outstanding Liabilities at theNAV Certification Date shall not be treated as Liabilities,

Provided Further That (a) that save as to the specific directions set out in this definition (whichshall have precedence) Liabilities shall be determined in accordance with the AccountingStandards and (b) that where on the NAV Certification Date the relevant entity has employeeswho participate in a pension scheme an appropriate provision shall be made to take accountof any consequential liability that the Relevant Entity would have to discharge in relation tosuch employees on the NAV Certification Date whether or not such liability is required to bereported in the accounts of the Relevant Entity by reason of group accounting practice (b) anydispute as to the liabilities that should be treated as Liabilities for the purposes of thisAgreement the amount thereof or the appropriate provision in relation to such liability under(b) may be referred by the Buyer to an Expert for determination under clause 40.4.

Liability Release Certificate means a certificate pursuant to paragraph 2.15 of Schedule 1.

Live Agreed PPDNs means anyone of the following:

(a) an Agreed PPDN in relation to which a CPO Start Notice can be served;

(b) an Agreed PPDN in relation to which a CPO Start Notice has been served where theBuyer has not yet confirmed to the Council, pursuant to paragraph 5.13.3(a) of Part Iof Schedule 6, that a confirmed Approved CPO is not a Satisfactory CPO or wherethe Buyer has elected to recommence the CPO process pursuant to paragraph 5.15of Part I of Schedule 6;

(c) an Agreed PPDN in relation to which a CPO Start Notice has been served and aSatisfactory CPO has been obtained (including, for the avoidance of doubt, anAgreed PPDN in relation to which a VP Requirement Notice is served subsequentlyand an Agreed PPDN in relation to which the Demolition Phase identified in thatAgreed PPDN has been transferred to the Buyer pursuant to clause 12).

Live PPDN means a proposed PPDN served pursuant to clause 11.4 and which has not beenabandoned or become an Agreed PPDN.

Losses means all losses, indebtedness, claims, actions, damage, proper costs and expenses(including the cost of legal or professional services), proceedings, demands and charges howsoeverarising and without implying limitation whether arising under or pursuant to statute or contract or atcommon law.

MAC Certification Date means the date specified in the MAC NAV Report as the date to which it isprepared provided that such date falls between the date of the relevant Material Adverse Change

42678078.2\1o08 26RGB/90883.0000I/9510001 .11

Notice served pursuant to paragraph 2.3 of Schedule 1 or request by the Council for a MAC NAVReport pursuant to paragraph 2.4 of Schedule 1 (as the case may be) and the date of the actual MACNAV Report.

MAC NAV Report means a report prepared pursuant to paragraph 2 of Schedule 1 that:

(a) certifies the aggregate NAV of the assets of any Relevant Entities;

(b) specifies the Additional Qualifying Asset Value; and

(c) specifies the aggregate of (a) and (b) this being the Total NA!,

as at the relevant MAC Certification Date.

Main Site means the land and property within the London Borough of Hammersmith and Fulham andthe Royal Borough of Kensington and Chelsea as shown edged and dotted red in the PlanningApplication (Main Site) on the plan attached numbered ECM2-PA-03-1O1 A.

Maintenance Policy means the maintenance policy agreed or determined pursuant to clause 9.

Maintenance Policy Objectives means the objectives of the Maintenance Policy as specified inclause 9.

Material Adverse Change means:

(a) any material change in the Liabilities of the Buyer or the Guarantor or materialchange in the constitution of the assets of the Buyer or the Guarantor that may occurbetween Assessment Dates that would mean that the Guaranteed Amount would begreater than the Guaranteed Amount that was applicable from the last AssessmentDate if the date of such notification was treated as an Assessment Date and thatRemedial Actions would need to be taken as provided in Schedule 1; or

(b) the lengthening of the period to the next Accounting Date or Interim Accounting Date.

Material Adverse Change Notice means a notice served by the Buyer on the Council in notifying theCouncil of a Material Adverse Change.

Material Adverse Matter means such matter(s) as are set out in the title registers of the relevantproperty and/or revealed by due diligence, which the Council, in its reasonable opinion, considers thata reasonably prudent buyer having regard to the circumstances of the purchase and the Developmentwould not proceed.

Minimum Return Condition means a minimum anticipated return of 15% on anticipated TotalDevelopment Costs.

Minimum Security Cover means the amount defined in paragraph 3.9 of Schedule 1.

NAR Mortgage means the legal mortgage over the Northern Access Road to be provided by the legalowner of the Northern Access Road to the Council as part of the Collateral Security on the exchangeof this Agreement in the form of the draft mortgage in Part 2 of Schedule 19.

NAV Certification Date means the relevant date to which the Relevant NAV Report is to be preparedin accordance with Schedule 1.

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NAV Duty of Care means the duty of care to be provided in relation to NAV Reports and Interim NAVReports pursuant to paragraph 2.7 of Schedule 1.

NAV Report means a report prepared by the auditors or an independent firm of accountants onbehalf of the Buyer or the Buyers Novatee or by the auditors or an independent firm of accountantson behalf of any other relevant entity for this purpose certifying the Net Asset Value of the assets heldby the relevant entity.

NAV Test means the test set out in paragraph 2.10 of Schedule 1.

Needs means:

(a) the type of Replacement Home (e.g. a House, a House Equivalent ReplacementHome or a flat);

(b) the location of the Replacement Home (e.g. by reference to floor if the ReplacementHome is a flat);

(c) the number of bedrooms required in a Replacement Home,

in order to accommodate a Secure Tenant or an Assured Tenant (who has elected to berehoused by the Council on the Development either before or during the Detailed NeedsAssessment), and any family members lawfully living with them on a permanent basis, andNeeds shall be determined by having regard to the following:

(d) the Councils allocation policy in relation to the provision of housing to SecureTenants. For the avoidance of doubt, if an Existing Home is partially unlawfullyoccupied (e.g. where a room has been unlawfully sublet, but a Secure Tenant alsooccupies) then, for the purposes of any Detailed Needs Assessment, only the Needsof a Secure Tenant or the Assured Tenant, and any family members lawfully residingwith them on a permanent basis at the time of assessment, shall be taken intoaccount;

(e) any disabilities of the Secure Tenant, the Assured Tenant or any family memberslawfully living with them on a permanent basis;

(f) if an assessment of Needs under this definition would otherwise result in ahouseholds Needs:

(i) being fewer bedrooms than the number of bedrooms in their Existing Home,then the Needs of that household (for the purposes of the Detailed NeedsAssessment) shall be deemed to be one more bedroom than the Needs thatwould otherwise be determined under this definition unless the SecureTenant or Assured Tenant has elected otherwise (either during or prior to theDetailed Needs Assessment); or

() comprising a requirement for more than 5 bedrooms, then the Needs of thathousehold (for the purposes of the Detailed Needs Assessment) can onlyever result in a need that comprises 5 bedrooms only.

Negative Equity Compensation means both:

(a) that amount representing the difference between: (i) the Existing Home PurchasePrice or the Existing Home Valuation; and (ii) the Existing Home Acquisition Price

42878078.2\1o08 28RGB/90883.00001/9510001.1 1

(as all those terms are defined in the Standard Purchase Contract) as payablepursuant to the relevant Standard Purchase Contract; and

(b) that amount representing the difference between: (I) the Existing Home PurchasePrice or the Existing Home Valuation: and (H) the Existing Home Acquisition Price(as all those terms are defined in the Advance Existing Purchase Contract forQualifying Owners) as payable pursuant to the relevant Advance Existing PurchaseContract.

Net Asset Value or NAV means in relation to the Relevant Entity the gross value of the assets of theRelevant Entity less the Liabilities of the Relevant Entity.

New Rights means any new rights over the Option Land and/or any adjoining or adjacent land and/orany other land required for the carrying out and use of the Development.

No Scheme World means the circumstances that would exist in relation to the relevant portion of theOption Land if there had never been any Development.

Non-Deductible Compensation and Costs means the same as in the Compulsory Purchase,Closure Order and Appropriation Scheme Costs and Compensation Agreement.

Non-Qualifying Owner means an owner of a Privately Owned Residential Unit who is living at thatPrivately Owned Residential Unit as at the Standard Purchase Contract Trigger Date and who either:

(a) has been in occupation for less than one year as at the Standard Purchase ContractTrigger Date; or

(b) would otherwise be a Qualifying Owner but who does not satisfy the requirement of(b) in the definition of Qualifying Owner.

Non-Resident Owner means an owner of a Privately Owned Residential Unit who is not living at thatPrivately Owned Residential Unit as at the Standard Purchase Contract Trigger Date (and who doesnot fall into one of the exclusions in the definition of Qualifying Owner).

Northern Access Road means the property known as land lying to the south west of PhilbeachGardens London registered with title absolute at the Land Registry under title number BGL66824.

Occupational Therapists means the professionally qualified occupational therapists employed bythe Council from time to time (and each shall be an Occupational Therapist).

Onerous Planning Conditions means an obligation in a Planning Agreement and/or one or moreconditions or limitations attached to a Planning Permission or an approval of Reserved Matters:

(a) which restricts or controls hours of trading or operation in respect of the nonresidential elements of the Development in a way which is unacceptable to the Buyer(acting reasonably);

(b) which restricts or controls the use of plant or hours of use of plant in a way which isunacceptable to the Buyer (acting reasonably);

(c) either individually or together results in a return of less than 20% after carrying out aninternal rate of return valuation or would otherwise prevent or limit the carrying out ofthe Development or any part of it or materially adversely affect the Total Development

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Costs, the rent levels achievable or the value of the completed Development andprevent the satisfaction of the Minimum Return Condition;

(d) making a Planning Permission temporary in nature;

(e) making a Planning Permission personal to the Buyer or to any specific persons orclass of persons;

(f) preventing or limiting the Development or any part thereof or the implementation of aPlanning Permission without the agreement or co-operation of a third party whichcannot be obtained at reasonable cost;

(g) in the case of the Seagrave Road Site, planning permission requiring any public rightof access through or any public use of any part of the property to which a PlanningPermission applies over any highways or public open space forming part of theproperty or other land save in so far as is contemplated by the Planning Application(Seagrave);

(h) in the case of the Seagrave Road Site, planning permission requiring the property towhich a Planning Permission applies to be used for decant in relation to theDevelopment;

(i) limiting works, use or occupation or other activities that may be carried out on theproperty to which a Planning Permission applies or any dealings of any description inrespect of such property by reason of circumstances relating to other land;

(j) purporting to materially alter the design or layout of the proposed development of theSeagrave Road Site as shown in the Planning Application (Seagrave) or asapplicable the Planning Application (Main Site);

(k) in the case of the Planning Application (Main Site) or the Planning Application (EarlsCourt) imposing a time limit within which the development of the Planning Application(Main Site) or the Planning Application (Earls Court) must be begun of less than 15years or applications for approval of Reserved Matters must all be made of less than12 years pursuant to sections 91 and 92 of the Planning Act;

(I) in the case of the Planning Application (Main Site) or the Planning Application (EarlsCourt) or any part of them adversely affecting or limiting any other land or interestsowned or controlled by the Buyer or any Connected Party;

(m) in the case of the Planning Application (Main Site) or the Planning Application (EarlsCourt) preventing or limiting development of any phase of the Development by reasonof circumstances relating to any subsequent Phase of the Development that results ina return of less than 20% after carrying out an IRR valuation;

(n) in the case of the Planning Application (Main Site) or the Planning Application (EarlsCourt) restricts phasing in any way not contemplated by a Planning Application.

Option means the option granted by this Agreement to acquire the Option Land.

Option Land means the land shown edged red on the plan attached with drawing number 55100/75as labelled Option Land Plan and which shall either include or exclude the Seagrave Road Houses asprovided in clause 8 but for the avoidance of doubt (a) this shall exclude Farm Lane and Gibbs GreenSchool) and (b) where the boundary of the Option Land follows the Councils title boundary it is

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intended that the Option Land should extend to the full extent of the Councils title (c) the part of theOption Land shaded blue shall be deemed to extend up to the adjacent boundaries of the land to betransferred to the Buyer by the Gibbs Green School Transfer and (d) where the Councils title to theparts of the land adjacent to the area shaded blue does not extend all the way to the part of theOption Land shaded blue then the part of the Option Land shaded blue shall be deemed to extend tothe boundary of the Councils title and (e) the Option Land shall also include any land between theland edged red on the said plan and the land to be transferred to the Buyer by the Gibbs GreenSchool Transfer.

Outline Annual NAV Report means the outline NAV Report in Part 3 of Schedule 1.

Outline Interim NAV Report means the outline NAV Report in Part 2 of Schedule 1.

Outstanding Car Parking Spaces means the number of Car Parking Spaces that the Buyer willneed to make available on subsequent Build Phases pursuant to Clause 13.3.3 and which will becalculated using the following formula:

rTotal Number of Replacement Homes Car Parking Ratio 1I x . 170L~ Seagrave Road Site for the Seagrave Road SitejFor example, if the number of Replacement Homes made available on the Seagrave Road Site was185 and the Car Parking Ratio for the Seagrave Road Site was 0.6, the number of Outstanding CarParking Spaces would be calculated as follows (185 x 0.6) 70 = 41.

Outstanding Liabilities means (subject to the following provisos to this definition and to theprovisions of Schedule 1) the aggregate of the following liabilities of the Buyer to the Council as at theRelevant Assessment Date (as agreed or in default of agreement as determined by an Expertpursuant to clause 40):

(a) following the service of the Trigger Notice the liability of the Buyer to pay the AdvancePayments so far as these are outstanding at the Relevant Assessment Date (whetheror not actually due);

(b) the liabilities of the Buyer to the Council under the Compulsory Purchase, ClosureOrder and Appropriation Scheme Costs and Compensation Agreement in relation tostatutory blight (save in relation to Third Party Interests already acquired at theRelevant Assessment Date);

(c) the liabilities of the Buyer to the Council under the Compulsory Purchase, ClosureOrder and Appropriation Scheme Costs and Compensation Agreement in relation tothe purchase of Third Party Interests pursuant to a CPO or an Appropriation (save inrelation to Third Party Interests already acquired at the Relevant Assessment Date);and

(d) the aggregate of all sums owed to the Council in the event of Termination of thisAgreement and in respect to which the Council is entitled to take security pursuant toclause 9.18.

PROVIDED THAT

(i) the cumulative total of (b) and (c) (together with any other liabilities within theCapped Compensation and Costs) shall not exceed the Total CPO andClosure Orders Compensation and Costs Sum;

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(H) any liabilities of the Buyer in relation to the purchase of any Third PartyInterest outside the Option Land or in relation to any Appropriation Schemeor the purchase of additional land or rights from the Council shall not beOutstanding Liabilities save insofar as they may be stipulated as such in anyAdditional Costs and Compensation Security Arrangements that shall be ineffect at the relevant time

(Hi) In calculating the amount of such liabilities any sums that would be creditedto the Buyer if a Final Account where drawn up on the Relevant AssessmentDate shall be deducted other than (i) any Advance Payment that shall beoutstanding at the Relevant Assessment Date (ii) the 5,000,000 referred toin clause 8.1.1 to be retained by the Council in all circumstances and (Hi) the10,000,000 paid to the Council pursuant to clause 8.1.1 unless the Councilshall be obHged to refund the same to the Buyer as at the RelevantAssessment Date.

Overage means the overage payable by the Council and or the Buyer as applicable in each of thecircumstances provided for in Schedule 10.

Owners means the Qualifying Owners, the Non-Qualifying Owners and the Non-Resident Owners.

Panel Advisors means together the Panel Dispute Valuers, the Panel Solicitors and the PanelValuers.

Panel Dispute Valuers means the panel of no fewer than 3 and no more than 8 independentsurveyors (whether an individual, a partnership, or a company) which may be established inaccordance with the terms of this Agreement as the Panel Dispute Valuers from time to time for thepurposes of resolving valuation disputes under the Early Purchase Contract, the Advance ExistingPurchase Contract or the Standard Purchase Contract and each is a Panel Dispute Valuer (and noPanel Dispute Valuer may also be a Panel Valuer at the same time).

Panel Dispute Valuers Minimum Terms means:

(a) the ability of the Buyer, (or as applicable any Connected Party, any Sub-Buyer, anyGuarantor (and any funder of the same)) and the Council to rely upon each and everyvaluation and any statements or confirmations provided in connection therewith;

(b) an appropriate duty of care to a standard reasonably expected of expert consultantsexpert and experienced in undertaking the role of a valuer of residential dwellings;

(c) an agreed capped fee scale for the work to be undertaken;

(d) a requirement for the appointment to be by deed and for any breach to be actionablefor at least 8 years from the date of any breach;

(e) an agreement as to which residents will be entitled to be provided with one-offvaluation advice in accordance with the terms of this Agreement;

(f) professional indemnity insurance cover of at least 5,000,000 (or such lower figure asthe Buyer and the Council may agree each Party acting reasonably);

(g) agreed timescales for responses in connection with different types of disputeresolution required;

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(h) so far as reasonably possible the provision of a non-exclusive duty of care to therelevant Owner; and

(i) such other terms as are otherwise agreed by the Buyer and the Council (each Partyacting reasonably).

Panel Solicitors means the panel of no fewer than 3 and no more than 6 independent residentialqualified conveyancers or solicitors (whether an individual, a partnership, or a company) to beestablished in accordance with the terms of this Agreement (and each is a Panel Solicitor).

Panel Solicitors Minimum Terms means:

(a) an agreed capped fee scale for the legal advice to be provided;

(b) a requirement for the appointment to be by deed and for any breach to be actionablefor at least 6 years from the date of any breach;

(c) an agreement as to which residents will be entitled to be provided with legal advice inaccordance with the terms of this Agreement;

(d) professional indemnity insurance cover of at least 3,000,000 (or such lower figure asthe Council and the Buyer may agree each Party acting reasonably);

(e) agreed timescales for responses in connection with different types of legal inputrequired; and

(f) such other terms as are otherwise agreed by the Buyer and the Council (each Partyacting reasonably).

Panel Valuers means the panel of no fewer than 3 and no more than 6 independent surveyors(whether an individual, a partnership, or a company) to be established in accordance with the terms ofthis Agreement as the Panel Valuers from time to time (and each is a Panel Valuer).

Panel Valuers Minimum Terms means:

(a) the ability of the Buyer (or as applicable any Connected Party, any Sub-Buyer, anyGuarantor (and any funder of the same)) and the Council to rely upon each and everyvaluation and any statements or confirmations provided in connection therewith;

(b) an appropriate duty of care to a standard reasonably expected of expert consultantsexpert and experienced in undertaking the role of a valuer of residential dwellings;

(c) an agreed capped fee scale for each type of work which equal capped fee scaleswhich are reasonable at the time of appointment;

(d) a requirement for the appointment to be by deed and for any breach to be actionablefor at least 6 years from the date of any breach;

(e) an agreement as to which residents will be entitled to be provided with one-offvaluation advice in accordance with the terms of this Agreement;

(f) professional indemnity insurance cover of at least 5,000,000 (or such lower figure asthe Buyer and the Council may agree each Party acting reasonably):

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(g) agreed timescales for responses in connection with different types of valuation inputrequired;

U) so far as reasonably possible the provision of a non-exclusive duty of care to therelevant Owner; and

(h) such other terms as are otherwise agreed by the Buyer and the Council (each Partyacting reasonably).

Permitted Sub Buyer means a Sub-Buyer that satisfies the Sub-Buyer Criterion.

Phase means a Demolition Phase and a corresponding Build Phase as:

(a) identified by the Buyer pursuant to clause 11.2; or

(b) identified in a PPDN, an Agreed PPDN or a CPO Start Notice (as applicable)

Phase IA Seagrave Road Affordable Housing means that part of the Affordable Housing to beconstructed pursuant to the Satisfactory Seagrave Planning Permission implemented by the Buyerand having a total GlA of not less than 13800 square metres.

Phase Car Parking Space Allowance means the figure which results when the number ofReplacement Homes that will be made available by the Buyer under an Agreed PPDN (including anyReplacement Homes to be provided pursuant to a request by the Council to use any Flex and/orShortfall in relation to the Relevant Phase) is multiplied by the Car Parking Ratio applicable to therelevant Build Phase with the answer rounded down to the nearest whole number.

For example, if the Planning Permission applicable to the Relevant Build Phase permits 0.6car parking spaces per residential unit and 100 Replacement Homes will be made availableby the Buyer under the Agreed PPDN then the Phase Car Parking Space Allowance will be60.

Phase Completion means completion of the sale and purchase of the Relevant Phase pursuant tothe terms of this Agreement.

Phase Completion Date means the latest of:

(a) the VP Date for the Relevant Demolition Phase; and

(b) the date 10 Working Days after the satisfaction of the Vacant Possession Conditionfor the relevant Demolition Phase; and

(c) the date 10 Working Days after the form of Phase Transfer and plans are agreed ordetermined pursuant to paragraph 2 of Schedule 7.

Phase House Equivalent Replacement Home Allowance means the maximum number of HouseEquivalent Replacement Homes that the Buyer may make available