Schedule 14

42878078.2\1o08 247
Draft 8 November 2012RG5/9088300001/9510001 .11
Land Registry
Transfer of part of registered title(s)
TP1
.

1 Title number(s) out of which the property is transferred:
[I
2
Other title number(s) against which matters contained in this transfer are to be registered or
noted, if any:
NGL61647, LNI 30505, 433567,
433579, NGL264674, NGL1 11673, NGL552056 [and] NGL210692
[LN2295 1 and BGL1 8072]
[NB. To be checked in respect of each Transfer]
3 Property:
[TBC]
The property is identified
on the attached plan and shown:
[edged red]
LIon the title plan(s) of the above titles and shown:
4 Date: [date]
5 Transferor:
The Mayor [Aldermen] and Burgesses of the London Borough of Hammersmith and Fulham
For UK incorporated companies/LLPs
Registered number of company or limited liability partnership including any prefix:
For overseas companies
(a) Territory of incorporation:
(b) Registered number in the United Kingdom including any prefix:
6 Transferee for entry in the register:
[
]
For UK incorporated companies/LLPs
Registered number of company or limited liability partnership including any prefix:
[]
For overseas companies
(a) Territory of incorporation:
(b) Registered number in the United Kingdom including any prefix:
7 Transferees intended address(es) for service for entry in the register:
15 Grosvenor Street, London, W1K 4QZ
8 The transferor transfers the property to the transferee
DWSL!B-9544523-vl-Eajis Court Phases TP1 (4).DOC ' Crown copyright (ref. LRISC.3)
Laserform International 7/11
9 Consideration
The transferor has received from the transferee for the property the following sum (in words
and figures):
](f[
I )
LI
The transfer is not for money or anything that has a monetary value
Insert other receipt as appropriate:
10 The transferor transfers with
full title guarantee
limited title guarantee
The covenants set out in sections 2 and 3 of the Law of Property (Miscellaneous Provisions) Act 1994
shall not extend to any matters subject to which the Property is transferred under the terms of the
agreement dated [

] made between the Transferor and [

]
and
[
] or which
would be revealed by searches and enquiries of public records or matters which would be revealed by
any inspections or surveys of the Property (this transfer being made subject to all such inspections or
surveys which the Transferor has permitted the Transferee to undertake) . -
11
Declaration of trust. The transferee is more than one person and
they are to hold the property on trust for themselves as joint tenants
they are to hold the property on trust for themselves as tenants in common in equal shares
Lii
they are to hold the property on trust:
12 Additional provisions
Definitions
12.1 Interpretation
12.1.1
I n this Transfer, unless the context otherwise requires:-
"Conduits"
means any pipes, sewers, septic tank, mains, ducts, gutters, watercourses,
wires, cables, optic fibre channel and any other medium for the passage or
transmission of water, gas, electricity, heat, steam, light, information and other matter.
"Disposition"
includes a conveyance, transfer, lease, tenancy, licence (whether
amounting to a parting with or sharing of possession but the grant of any easement to
gas water electricity or telecommunications operators or statutory undertakers in
respect of services for the Retained Land shall not be deemed to be a Disposition.
"Plan" means the plan attached to this Transfer.
"Retained Land" means
[the remainder of the land at the date of this Transfer
comprised in Title Number [ ]
and all of the land in titles numbered NGL6 1647,
LN130505, 433567,
433579, NGL264674, NGL111673, NGL552056 [and]
NGL210692 [LN22951 and BGL18072]
[NB: To be checked for each transfer. This
is to be all of site still owned by the Transferor at the time of relevant transfer].
"Title Matters"
means the covenants contained in entry [1] of the Charges Register
of Title Number [ ] as at [ ] insofar as they are subsisting or capable of being
enforced and affects or relates to the Property
"Transferees Successors"
means the successors in title of the Transferee to the
Property and each and every part of it.
2
"Transferors Land" means
(a) those areas of land shown edged red on the plan numbered Plan 2 and annexed tc
this transfer; and [council is entitled to provide
a plan showing land outside oj
the option site but nearby to it that they want to benefit from this covenant]
(b) those areas of land shown edged red on the plan numbered 55100/75 and
annexed to this transfer; and [ie. the option land under the CLSA including
the Seagrave Road Houses. Naturally the covenant will cease to be of effect
to the phases as and when the transferee draws down phases under the
CLSA. When all phases are drawn down the covenant will not apply to any
of the option land save for the land at (c) below]
(c) those areas of land acquired by the Transferor from the Transferee as
Replacement Accommodation as defined in a Conditional Land Sale Agreement
dated [

] 2013 and made between the Mayor and Burgesses of the

London Borough of Hammersmith and Fulham (2) EC Properties LP and (3)
Earls Court Limited.
"Transferors Successors" means the successors in title of the Transferor to the
Retained Land and each and every part of it.
12.1.2 In interpreting this Transfer:-
(a) References to clauses and sub-clauses unless otherwise specified mean the
clauses and sub-clauses of this Transfer and headings to them are to be
disregarded interpreting this Transfer.
(b) Any covenant by the Transferor or the Transferee not to do any act or thing is
deemed to include an obligation not to permit or suffer such act or thing to be
done.
(c) Where any party comprises more than one person the obligations and liabilities
of that party under this Transfer shall be joint and several obligations and
liabilities of those persons.
Rights granted for the benefit of the Property
12.2 The Property and each and every part of it is transferred together with the following
rights for the benefit of the Property and each and every part of it for the Transferee
and the Transferees Successors and their tenants and all those authorised by them
but in common (where appropriate) with the Transferor, the Transferors Successors,
persons authorised by any of them and all others having the like right:
12.2.1 Conduits
(a) to free and uninterrupted passage and running of services through the Conduits
serving the Property which are now laid on or under or passing through or
over the Retained Land and through any new Conduits laid on or under or
passing through or over the Retained Land in the future
(b) at all reasonable times (and except in case of emergency when no notice is
required) in day time and by prior appointment to enter on to such parts of the
Retained Land on which buildings have not been erected to lay, construct,
extend, make connections with, inspect, cleanse, maintain, repair, upgrade,
renew or re-lay any Conduits now or at any time in the future serving the
Property or intended to serve the Property or any part of it subject to such
person exercising this right causing as little inconvenience and damage as
3
possible and making good as soon as reasonably practicable any physical
damage thereby caused to the Retained Land (and/or to Conduits thereon and
serving it) in the exercise of this right to the reasonable satisfaction of the
Transferor or the Transferors Successors.

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

12.2.5 Development
to develop, build, rebuild, reconstruct, modify, amend, vary, demolish, alter and/or
otherwise re-develop the Property and every part of it in such manner as the
Transferee and the Transferees Successors and/or their respective tenants and all
those authorised by any of them shall think fit notwithstanding any interference
thereby occasioned to the access of light and/or air to any buildings now or at any
time in the future on the Retained Land or any part of it and notwithstanding any
interference with or infringement of any other rights whatsoever (apart from the right
of support granted at paragraph 12,3.2) which the Properties or any of them or any
part of them (and/or the tenants or occupiers thereof) may have against the Property to
the intent that the Transferor and the Transferors Successors and their respective
tenants and/or other occupiers of the Retained Land shall be deemed to enjoy the
access and use of light and air to the Retained Land and buildings from time to time
erected thereon and any other rights which they may have over the Adjoining
Property (except for the right of support granted at paragraph 12.3.2) with the consent
and by the licence of the Transferee and the Transferees Successors and shall not by
the enjoyment thereof acquire any absolute or indefeasible or other rights thereto from
and over the Property nor acquire any right to restrain impede or control the erection
of any building or the alteration of or reconstruction of any building of whatever
height elevation and width upon the Property and the subsequent use and enjoyment
thereof as the owners tenants and occupiers thereof see fit.

12.2.6 Oversailing
To oversail the Retained Land and buildings from time to time on the Retained Land
with the booms and/or counter booms of cranes (but for the avoidance of doubt so that
any such crane shall be erected on the Property and not on any part of the Retained
Land) required in connection with any works of repair, maintenance and/or
construction or demolition upon the Property PROVIDED ALWAYS that the person
exercising this right shall ensure that any such cranes are erected kept and
subsequently dismantled in a good and workmanlike manner with all proper skill and
care and in compliance with any statutory requirements imposed by law, statute,
statutory or public authority for the time being in force including all relevant health
and safety regulations and requirements and must carry insurance at a level to be
approved by the owner for the time being of the Retained Land (acting reasonably and
such approval not to be unreasonably withheld or delayed) for third party and public
liability with a reputable insurer in this regard and must keep the Transferor and the
Transferors Successors indemnified against all proper costs, claims, demands,
damage, expenses, loss, proceedings and liability whatsoever caused by or arising
from the exercise of this right including (without prejudice to the generality of the
foregoing) caused by anything falling on any person, property or thing of any kind
from any such crane or caused by the collapse of any such crane or any part of it AND
FURTHER PROVIDED THAT prior to the Transferee or the Transferees Successors
exercising the rights set out in this clause 12.2.6 the Transferee or the Transferees
Successors (as the case may be) must first:
4
(a)
give to the Transferor or the Transferors Successors not less than 21 days notice
of its intention to exercise this right; and
(b)
comply with any other reasonable safety requirements of the Transferor or the
Transferors Successors for the protection of the Retained Land as are notified in
writing to the Transferee or the Transferees Successors.
Rights reserved for the benefit of other land
12.3
There are excepted and reserved out of the Property for the benefit of the Retained
Land and each and every part of it the following rights for the benefit of the Retained
Land and each and every part of it for the Transferor and the Transferors Successors
but in common (where appropriate) with the Transferee, the Transferees Successors
their tenants and all persons authorised by any of them and all others having the like
right: -
12.3.1 Alterations
The Transferor or the Transferors Successors or persons authorised by any of them
may alter or replace any of the Conduits on or under the Retained Land in respect of
which rights are granted to the Transferee by this Transfer in order to alter their
routes, to improve their capabilities or otherwise as reasonably required by the
Transferor or the Transferors Successors PROVIDED THAT:
(a)
any altered routes of the conduits are as materially convenient as before for use
by the relevant buildings at the Property which they benefit
(b)
all necessary planning permissions and any building regulations consent
required for any such works has been obtained and copies supplied to the
Transferee or the Transferees Successors (as the case may be);
(c)
any such alterations or replacements are effected in such a way as to cause the
minimum possible inconvenience and disruption in the use of the Conduits by
the Transferee or the Transferees Successors and/or their respective tenants
and others authorised by any of them (as the case may be)
(d) any references to Conduits in the rights granted by this Transfer or covenants
contained in this Transfer means the Conduits as so altered or replaced from
time to time;
(e)
any rights granted in respect of the Conduits contained in this Transfer are
deemed to be subject to the foregoing provisions of this sub-clause
12.3.2 Support
of subjacent and lateral support (for the Retained Land and the buildings from time to
time thereon) from the Property.
For the avoidance of doubt it is acknowledged and confirmed by the Transferor that there are no
other rights whatsoever retained over the Property for the benefit of the Retained Land or any
part of it (and or for the benefit of the tenants or occupiers thereof)
Restrictive covenants by the transferee
See clause 12.12 below
5
Restrictive covenants by the transferor
None.
Other
Transferees Personal Indemnity Covenant in respect of Incumbrances

12.5
The Transferee covenants with the Transferor by way of indemnity only and not
further or otherwise that the Transferee will at all times hereafter perform and
observe the Title Matters and will keep the Transferor and the Transferors
Successors fully indemnified from and against all actions, claims, demands, losses,
costs, expenses, damages and liability in respect of any future breach or non-
observance or non-performance of them.
Covenants by the Transferor

12.6
The Transferor covenants on behalf of itself and the Transferors Successors with the
Transferee and the Transferees Successors for the benefit of the Property and each
and every part of it as follows:

12.7 Planning
Not to make any objection in respect of any planning applications or any other
applications of which ever nature which the Transferee or the Transferees successors
may make at any time in respect of the Property or any part of it Provided That this
shall not affect the Transferors powers duties and obligations in its capacity as a local
planning authority or in respect of its statutory duties.

12.8
No Reservation of Light and Air or of other rights
It is agreed and declared that this Transfer does not reserve for the benefit of the
Retained Land or any part of it any right of light or air or any other rights
whatsoever (except for the right of support granted at paragraph 12,3.2) which would
or might interfere with or restrict the free use of the Property for building or any
other purpose whatsoever and this Transfer shall not be construed or operate so as to
imply the reservation of any such rights and for the avoidance of doubt the
Transferor (for itself, for the Transferors Successors and all of their respective
tenants, both present and future) agrees to waive all future claims against anyone
which any of them (or any person claiming through or under any of them) may have
in respect of any loss of light and/or air to any part of the Retained Land and/or any
buildings now or in the future erected thereon and/or in respect of the interference
with or infringement of any other rights whatsoever any of them may have over the
Property (except for the right of support granted at paragraph 12.3.2) resulting from
the erection of any new buildings and/or alterations or additions to any buildings
and/or other development works whatsoever at the Property and/or its subsequent
use and enjoyment as the owner tenants and occupiers therefore see fit

12.9 Conduits
It is agreed and declared that in respect of Conduits serving both the Retained Land
and the Property and situated under, in or on the Retained Land (if any) the cost of
maintenance, repair and renewal of the same shall be borne by the parties using the
same in fair proportions according to actual user thereof from time to time.
12.10 Third Party Rights
Pursuant to Section 1(2)(a) of the Contracts (Rights of Third Parties) Act 1999 the
parties intend that no term of this Transfer may be enforced by a third party other
than the Transferors Successors and/or the Transferees Successors.
12.11 Arbitration
Any dispute or difference arising under the provisions of this Transfer in respect of
the proportion of contributions towards the cost of maintenance and repair to be paid
by either party shall be submitted to arbitration in the manner provided by the
Arbitration Act 1996 or any statutory modification or re-enactment thereof.
12.12 Restrictive Covenant
Subject to the following provisions of this clause 12,12 the Transferee covenants
with the Transferor (so as to bind the Property and every part of it and so as to protect
the Transferors Land and the amenity of the residential properties thereon owned by
the Transferor from time to time) that no part of the Property shall be developed or
used as a Stadium.
2 For the purposes of this clause "Stadium" means a building comprising an arena and
seating for sports events and having a seating capacity of more than 10,000.
3 This covenant is for the sole benefit of the Transferors Land (and the benefit of the
covenant shall not be annexed to or run with any land that shall cease to be owned by
the Transferor) and no person other than the Transferor (or any statutory successor to
its functions as a local authority) shall have any right to enforce release or vary this
covenant.
4 This covenant shall cease to apply or have effect on 3 1 December 203 5 (save in
respect to any enforcement commenced prior to such date relating to a breach prior to
that date).
No person shall have any liability in respect of any breach of this covenant that
occurs after it shall have parted with all interest in the land upon which such breach
occurs.
13 Execution
Executed as a deed by affixing the common seal of The

Common seal of company

Mayor [Aldermen] and Burgesses of the London
Borough of Hammersmith & Fulham in the presence of:
[The officer duly authorised on behalf of the Council]
Executed as a deed by [

] acting

Signature
by a director and its secretary or two directors
Director
Signature
Director/Secretary
WARNING
If you dishonestly enter information or make a statement that you know is, or might be, untrue or misleading, and intend by
doing so to make a gain for yourself or another person, or to cause loss or the risk of loss to another person, you may commit
the offence of fraud under section 1 of the Fraud Act 2006, the maximum penalty for which is 10 years imprisonment or an
unlimited fine, or both.
Failure to complete this form with proper care may result in a loss of protection under the Land Registration Act 2002 if, as a
result, a mistake is made in the register.
Under section 66 of the Land Registration Act 2002 most documents (including this form) kept by the registrar relating to an
application to the registrar or referred to in the register are open to public inspection and copying. If you believe a document
contains prejudicial information, you may apply for that part of the document to be made exempt using Form EX1, under rule
136 of the Land Registration Rules 2003.