CLSA Schedule 19

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Schedule 19
Schedule 19 - Forms of Charge .
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PART I
FARM LANE MORTGAGE
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PART 2
NORTHERN ACCESS ROAD MORTGAGE
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PART 3
GIBBS GREEN SCHOOL CHARGE
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PART 4
GIBBS GREEN SCHOOL LEGAL MORTGAGE
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PARTS
STANDARD PROPERTY MORTGAGE
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SNR DENTON~
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ABH/90883.00001/941 1414.04
Legal mortgage of
11 Farm Lane, Fuiham Broadway, London SW6 IPU
Dated
EC Properties GP Limited and EC Properties Nominee Limited
(the Mortgagor)
The Mayor and Burgesses of the London Borough of Hammersmith and Fuiham
(the Council)
SNR Denton UK LLP
One Fleet Place
London EC4M YWS
United Kingdom
Schedule 19
Mortgage
Dated
Between
EC Properties LP a limited partnership registered in England and Wales under number
LP14695 whose registered office is at 15 Grosvenor Street, London WIK 4QZ acting by its
general partner EC Properties GP Limited (company number 7696161) whose registered offiqe
is at 15 Grosvenor Street, London WI K 4QZ (the Mortgagor); and
The Mayor and Burgesses of the London Borough of Hammersmith and Fulham of Town
Hall, King Street, Hammersmith, London W6 7JU (the Council).
Recitals
The Mortgagor has agreed to provide security to the Council to secure the payment and
discharge of the Secured Liabilities.
This deed witnesses
1 Definitions and interpretation
1.1 Definitions
In this Mortgage:
Business Day means a day (other than a Saturday or a Sunday) on which banks are
open in London for the transaction of general business.
CLSA means a conditional land sale agreement dated ** 2012 and made
between the Council, EC Properties LP and Earls Court Limited.
LPA means the Law of Property Act 1925.
Outstanding Liabilities has the meaning given to it in the CLSA.
Property all that freehold land known as 11 Farm Lane, Fuiham Broadway, London
SW6 1PU which is shown edged red on Plan the plan numbered ECM1O-SK0087
attached to this mortgage and which comprises part of the land registered at the Land
Registry under title number NGL162125 andall of the land registered at the Land
Registry under title numbers NGL226384.
Receiver means a receiver appointed pursuant to this Mortgage or to any applicable
law, whether alone or jointly, and includes a receiver and/or manager.
Secured amount has the meaning given to it in the CLSA.
Secured Liabilities means the Outstanding Liabilities of the Mortgagor to the Council
pursuant to the CLSA up to the Secured Amount in respect of the Property.
Security Assets means the Property.
1.2 Construction
1.2.1 Unless a contrary intention appears, any reference in this Mortgage to:
(a) this Mortgage is a reference to this Mortgage as amended, varied, novated,
supplemented and replaced from time to time;
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- (b) the Mortgagor, the Council or a Receiver includes any one or more of its
assigns, transferees and successors in title (in the case of the Mortgagor, so
far as any such is permitted); and
(c) the Council or a Receiver (except for the references in Clause 13 (Power of
attorney)), includes its duly appointed nominees, attorneys, correspondents,
trustees, advisers, agents, delegates and sub-delegates.
1.2.2 Unless a contrary indication appears, any reference in this Mortgage to:
(a) assets includes present, future, actual and contingent properties, revenues
and rights of every descnption whether tangible or intangible (including
uncalled share capital);
(b) a Clause or Schedule is to be construed as a reference to the relevant clause
of, or schedule to, this Agreement;
(c) indebtedness includes any obligation, whether incurred as principal or as
surety, for the. payment or repayment of money, whether, present or future,
actual or contingent and whether owed jointly or severally or in any other
capacity;
(d) a disposal includes a sale, transfer, assignment, gr~nt, lease or other
disposal, whether voluntary or involuntary, and dispose shall be construed
accordingly;
(e) the words include(s) and including shall be construed as being by way of
illustration or emphasis only and shall not be construed as, nor shall they take
effect as, limiting the generality of any preceding words;
(f) liabilities includes any obligation whether incurred as principal or as surety,
whether or not in respect of indebtedness, whether present or future, actual or
contingent and whether owed jointly or severally or in any other capacity;
(g) the words other and otherwise shall not be. construed ejusdem generis with
any preceding words where a wider cnstruction is possible;
(h) a regulation includes any regulation, rule, official directive, request or
guideline (whether or not having the force of law) pf any governmental,
intergovernmental or supranational body, agency, department or of any
regulatory, self-regulatory or other authority or organisation;
(i) any statute or statutory provision includes any statute or statutory provision
which amends, extends, consolidates or replaces it, or which has been
amended, extended, consolidated or replaced by it, and any orders,
regulations, instruments or other subordinate legislation made under it.
1.2.3 Clause and schedule headings are for ease of reference only.
1.3 Third party rights
1.3.1 The Council, any Receiver and their respective officers, employees and agents may
enforce any term of this Mortgage which purports to confer a benefit on that person, but
no other person who is not a party to this Mortgage has any right under the Contracts
(Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this
Mortgage.
1.3.2 The parties to this Mortgage and any Receiver may rescind, vary, waive, release,
assign, novate or otherwise dispose of all or any of their respective rights or obligations
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under this Mortgage without the consent of any person who is not a party to this
Mortgage.
1.4 Effect asadeed
This Mortgage shall take effect as a deed even if it is signed under hand on behalf of
the Council.
1.5 Law of Property (Miscellaneous Provisions) Act 1989
The terms of any agreements or side letters in writing between any parties in relation to
the Secured Liabilities are incorporated in this Mortgage to the extent required to ensure
that any purported disposition of an interest in Land contained in this Mortgage is a valid
disposition in accordance with section 2(1) of the Law of Property (Miscellaneous
Provisions) Act 1989.
2 Creation of security
2.1 The Mortgagor charges by way of legal mprtgage its interests in the Property up to the
Secured Amount.
2.2 If or to the extent that for any reason the charging of any Security Asset is prohibited,
the Mortgagor holds it on trust for the Council.
3 Nature of security created
The security created under this Mortgage is created:
(a) as a continuing security to secure the payment and discharge of the Secured
Liabilities up to the Secured Amount only;
(b) in favour of the Council; and
(c) with full limited guarantee (except that the covenant set out in section 3(1) of
the Law of Property (Miscellaneous Provisions) Act 1994 shall extend to all
charges, incumbrances and rights, even if the Mortgagor does not know and
could not reasonably be expected to know about them). -
4 Positive covenants
The Mortgagor shall:
4.1 observe and perform all covenants, undertakings, laws and regulations from time to
time affecting the Security Asset;
4.2 unless agreed otherwise under the CLSA, pay all tax, rents, rates, duties, fees, charges,
assessments, impositions, instalments and outgoings which are properly payable in
respect of the Security Asset;
4.3 notify the Cpuncil of any action commenced by a third party to seize, attach, charge,
take posession of or sell the Property which (to the best of its knowledge and belief)
has been started or threatened; and
4.4 at its own cost, defend any proceedings (including proceedings to seize, attach, charge,
take possession of or sell) brought by a third party relating to the Property.
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5 Negative covenants
Save as provided in the CLSA, the Mortgagor, shall not without the written consent of
the Council:
5.1 Enter into any onerous obhgation or restriction affecting the Property; or
5.2 in relation to Land forming part of the Property:
(a) part with possession of it, confer on any other person any right or licence to
occupy it or grant any licence to assign, underlet r:create any security over it
or exercise any of the powers conferred by sections 99 and 100 of the LPA of -
leasing, letting, entering into agreements for leases or lettings or accepting or
agreeing to accept surrenders of leases Provided That this clause shall not
prevent;
(i) the granting of leases at a market rent (l~ut not for a premium) nor
(ii) the grant of any rights of access orpossession in connection with site
investigations or work undertaken to implement the Development as
defined in the CLSA.
(b) allow aMy person other than itself to be registered under the Land Registration
Act 2002 as proprietor, or create or permit to arise any interest which
overrides under the Land Registration Act 2002 anl the Mortgagor shall
reimburse the Council for its reasonable costs of lodging:
(i) a caution against first registration of the title to that Land; or
(ii) if that Land is unregistered, a land charge;
(a) make an application, consent to or acquiesce in the application by any third
party, to the Land Registry to enter any matter on the register of title save in
relation to a mortgage permitted by clause 5.3;
5.3 create or permit to subsist any security over the Security Asset save where such
security ranks in priority after this Mortgage, the chargee agrees to give Notice to the
Council prior to enforcing such charge and agrees to hold any proceeds it receives on
trust for the Council pending satisfaction of the Secured Amount.
6 Enforcement
6.1 When security becomes enforceable
The security created by this Mortgage shall become enforceable at any time after there
has been a default (which is continuing and has not been waived or, if capable of being
remedied, has not been remedied within any period agreed between the Mortgagor and
the Council under the CLSA) by the Mortgagor of any of its Outstanding Obligations
under the CLSA.
6.2 Powers on enforcement
Subject to the terms of the CLSA, at any time after the security created by this
Mortgage has become enforceable the Council must notify the Mortgagor in writing of
such breach and if the Secured Liabilities which are due have not been discharged in
full within 60 days of the Council giving such notice then the Council may (without
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prejudice to any other of its rights and remedies and without notice to the Mortgagor) do
all or any of the following:
(a) exercise all the powers and rights conferred on rnortgagees by the LPA, as
varied and extended by this Mortgage, without the restrictions contained in
sections 103 or 109(1) of the LPA;
(b) exercise the power of leasing, letting, entering into agreements for leases or
lettings or accepting or agreeing to accept surrenders of leases in relation to
any Security Asset, without the restrictions imposed by sections 99 and 100 of
the LPA; and
(c) subject to Clause 7.1.1 (Method of appointment and removal), appoint one or
more persons to be a Receiver or Receivers of all or any of the Security
Assets.
6.3 Disposal of the Security Assets
In exercising the powers referred to in Clause 6.2(a) (Powers on enforcement), the
Council or any Receiver may sell or dispose of all. or any of the Security Assets on the
terms snd conditions and for the consideration it can reasonably achieve at that time (In 3
each case using its best endeavours).
6.4 Application of moneys
6.4.1 The Council or any Receiver shall apply moneys received by them under this
Mortgage after the security created under this Mortgage has become enforceable in the
followingorder:
(as) first, in or towards the payment pro rats of, or the provision pro
rats for, any unpaid costs and expenses of the Council and any
Receiver under this Mortgage or which are incidental to any
Receivers appointment, together with interest at the Default
Rate (both before and after judgment) from the date those
amounts became due until the date they are irrevocably paid in
full;
(bb) secondly, in or towards the payment pro rats of, or the
provision pro rata for, any unpaid fees, commission or
remuneration of the Council and any Receiver;
(cc) thirdly, in or towards the discharge of all liabilities having
priority to the Secured Liabilities;
(dd) fourthly, in or towards the discharge of the Secured Liabilities
in such order as the Council determines; and
(ee) fifthly, in the payment of any surplus to the Mortgagor or other
person entitled to it
and section 109(8) of the LPA shall not apply.
6.4.2 Any surplus received above the Secured Amount shall be payable to the Mortgagor.
7 Appointment and powers of Receivers
7.1 Method of appointment and removal
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7.1.1 The Council may not appoint a Receiver by reason only of a moratorium being
obtained, or anything being done with a view to a moratorium being obtained, under
section 1 A of the Insolvency Act 1986.
7.1.2 Every appointment or removal of a Receiver, of any delegate or of any other person by
the Council pursuant to this Mortgage may be made in writing under the hand of
any officer or manager of the Council.
7.2 Powers of Receiver
Every Receiver shall have all the powers:
(a) of the Council under this Mortgage;
(b) conferred by the LPA on mortgagees in possession and on receivers
appointed under the LPA;
(c) in relation to) and to the extent applicable to, the Security Assets, the powers
specified in Schedule I of the Insolvency Act 1986 (whether or not the
Receiver is an administrative receiver within the meaning of that Act); and
(d) in relation to the Property, which he would have if he were its absolute
beneficial owner.
7.3 Joint or several
If two or more persons are appointed as Receivers of the same assets, they may act
jointly and/or severally so that (unless any instrument appointing them specifies to the
contrary) each of them may exercise individually all the powers and discretions
conferred on Receivers by this Mortgage.
7.4 Receiver as agent
Every Receiver shall be the agent of the Mortgagor which shall be solely responsible for
his acts and defaults and for the payment of his remuneration.
7.5 Receivers remuneration
Every Receiver shall be entitled to remuneration for his services at a rate to be fixed by
agreement between him and the Council and the maximum rate specified in section
109(6) of the LPA shall not apply.
8 Protection of purchasers
No purchaser or other person dealing with the Council or any Receiver shall be bound
or concerned:
8.1.1 to see or enquire whether the right of the Council or any Receiver to exercise any of the
powers conferred by this Mortgage has arisen or not;
8.1.2 with the propriety of the exercise or purported exercise of those powers; or
8.1.3 with the application of any moneys paid to the Council, to any Receiver or to any other
person. -
9 Protection of the Council and Receivers
9.1 Exclusion of liability
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None of the Council, any Receiver or any of their respective officers or employees shall
have any responsibility or liability:
(a) for any action taken, or any failure to take any action, in relation to the
Security Assets;
(b) to account as mortgagee in possession or for any loss upon realisation of the
Security Asset;
(c) for any loss resulting from any fluctuation in exchange rates; or
(d) for any other default or omission in relation to all or any of the Security Asset
for which a mortgagee in possession might be liable,
except in the case of gross negligence or wilful misconduct on the part of that person.
9.2 Indemnity
9.2.1 The Mortgagor shall indemnify the Council, any Receiver and their respective
officers and employees against all actions, proceedings, demands, claims, costs,
expenses and liabilities incurred by them arising from any breach of the terms of this
Mortgage or through the proper exercise of their powers under this Mortgage.
9.2.2 The Council and Receiver and their respective officers and employees shall be
entitled to be indemnified out of the Security Assets in respect to the actions,
proceedings, demands, claims , costs, expenses and liabilities referred to in Clause
9.2.1.
10 Preservation of security
10.1 Reinstatement
If any payment by the Mortgagor or discharge given by the Council in respect of the
obligations of the Mortgagor is avoided or reduced as a result of insolvency, liquidation,
administration or any similar event:
(a) the liability of the Mortgagor and the security created by this Mortgage shall
continue as if the payment, discharge, avoidance or reduction had not
occurred; and
(b) the Council shall be entitled to recover the value or amount of that security (up
to the Secured Amount) or payment from the Mortgagor, as if the payment,
discharge, avoidance or reduction had not occurred.
10.2 Waiver of defences
Neither the security created by this Mortgage nor the obligations of the Mortgagor under
this Mortgage will be affected by an act, omission, matter or thing which, but for this
clause, would reduce, release or prejudice that security or any of those obligations
(whether or not known to the Mortgagor or the Council) including:
(a) any time, waiver or consent granted to, or composition with, the Mortgagor or
any other person;
(b) the release of the Mortgagor or any other person under the terms of any
composition or arrangement with any person;
(c) the taking, variation, compromise, exchange, renewal, enforcement or release
of, or refusal or neglect to perfect, take up or enforce, any rights against, or
security over, assets of the Mortgagor or any other person or any non-
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presentation or non-observance of any formality or other requirement in
respect of any instrument or any failure to realise the full value of any security;
(d) any incapacity or lack of power, authority or legal personality of or dissolution
or change in the members or status of the Mortgagor or any other person;
(e) any amendment (however fundamental), replacement, variation, novation,
assignment or the avoidance or termination of any document or security;
(f) any unenforceability, illegality or invalidity of any obligation of, or any security
created by, any person under any document; or
(g) any insolvency, liquidation, administration or similar procedure.
10.3 Immediate recourse
The Mortgagor waive~ any right it may have of first requiring the Council (or any trustee
or agent on its behalf) to proceed against or enforce any other rights or security or claim
payment from any person before claiming from the Mortgagor under this Mortgage.
This waiver applies irrespective of any law or any provisiop of any document to the
contrary. -
10.4 Appropriations
The Council may:
(a) refrain from applying or enforcing any moneys, security or rights held or
received by it (or any trustee or agent on its behalf) in respect of the Secured
Liabilities, or, subject to Clause 6.4.1 (Application of moneys), apply and
enforce the same in such manner and order as it sees fit (against the Secured
Liabilities only) and the Mortgagor shall not be entitled to the benefit of the
same; and
(b) hold in an interest-bearing suspense account any moneys received from the
Mortgagor or. on account of the Secured Liabilities.
10.5 Additional security
Other than as required under the CLSA (or as otherwise agreed by the parties to the
CLSA), this Mortgage is in addition to, is not in any way prejudiced by and shall not
merge with any contractual right or remedy or other security now or in the future held by
or available to the Council.
11 Tacking
For the purposes of section 94(1) of the LPA and section 49(3) of the Land Registration
Act 2002 the Council confirms that it shall make further advances to the Mortgagor on
the terms and subject to the conditions of any agreement in writing between the Counci!
and the Mortgagor.
12 Further assurance
12.1 Application to Land Registrar
The Mortgagor consents to the registration against the registered titles of the Property
of a restriction in the following terms:
No disposition of the registered estate by the proprietor of the registered estate
or by the proprietor of any registered charge, not being a charge registered
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before the entry of this restriction, is to be registered without a written consent
signed by the proprietor for the time being of the mortgage dated **
[date of Mortgage1 in favour of The Mayor and Burgesses of the London
Borough of Hammersmith and Fuiham referred to in the charges register or
their conveyancer (Form P).
12.2 Furtheraction
The Mortgagor shall, at its own expense, promptly take any action and sign or execute
any further documents which the Council may require in order to:
(a) give effect to the requirements of this Mortgage;
(b) protect and preserve the ranking of the Security intended to be created by or
pursuant to this Mortgage with any other security over any assets of the
Mortgagor; or
(c) facilitate the realisation of all or any of the Security Assets or the exercise of
any rights, powers and discretions conferred on the Council or any Receiver in
connection with all or any of the Security Assets,
and any such document may disapply section 93 of the LPA.
12.3 Deposit of documents
The Mortgagor covenants that, as soon as it receives them (and in any event as soon
as the Council so requests), it shall deposit with the Council, in respect of or in
connection with the Security Assets:
(a) all deeds, certificates and other documents of or evidencing title; and
(b) any other documents which the Council may from time to time require for
perfecting its title, or the title of any purchaser,
all of which will be held by the Council.
The covenant set out in section 2(1)(b) of the Law of Property (Miscellaneous
Provisions) Act 1994 shall extend to the provisions set out in this Clause 12.
13 Power of attorney
The Mortgagor irrevocably and by way of security appoints each of:
(a) the Council;
(b) any delegate or sub-deegate of, or other person nominated in writing by, an
officer of the Council; and
(c) any Receiver,
jointly and severally as the Mortgagors attorney, in the Mortgagors name, on its behalf
and in such manner as the attorney may in its or his absolute discretion think fit after the
Council has served notice on the Mortgagor demanding payment or discharge by the
Mortgagor of all or any of the Secured Liabilities following the failure by the Mortgagor
to comply with a request or demand from the Council, to take any action and sign or
execute any further documents which the Mortgagor is required to take, sign or execute
in accordance with this Mortgage. The Mortgagor agrees, promptly on the request of
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the Council or any Receiver, to ratify and confirm all such actions taken and documents
signed or executed.
14 Discharge of security
The Council shall, or shall procure that its appointees will, at the request and cost of the
Mortgagor release the Security Assets from this Mortgage when required to do so under
the CLSA or at any time after the Secured Liabilities have been discharged in full.
Section 93 of the LPA shall not apply to this Mortgage.
15 Costs and expenses
15.1 Amendment costs
If the Mortgagor requests an amendment, waiver, consent or release of or in relation to
this Mortgage, the Mortgagor shall, within three Business Days of demand, reimburse
the Council for the amount of all reasonable and proper costs and expenses (including
legal fees) reasonably and properly incurred by it in responding to, evaluating,
negotiating or complying with that request or requirement.
15.2 Enforcement costs
The Mortgagor shall, within three Business Days of demand, pay to the Council or any
Receiver the amount of all costs and expenses (including legal fees) incurred by the
Council or any Receiver in connection with the enfoicement of, or the preservation of
any rights under, this Mortgage.
16 Notices
The provisions relating to notices contained in the CLSA shall be incorporated into this
Mortgage.
17 Calculations and certificates
17.1 Accounts
In any litigation or arbitration proceedings arising out of or in connection with this
Mortgage, the entries made in the accounts maintained by the Council are prima fade
evidence of the matters to which they relate.
17.2 Certificates and determinations
Any certification or determination by the Council of a rate or amount under this
Mortgage is, in the absence of manifest error, conclusive evidence of the matters to
which it relates.
18 Partial invalidity
If, at any time, any provision of this Mortgage is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions nor the legality, validity or
enforceability of such provision under the law of any other jurisdiction will in any way be
affected or impaired.
19 Remedies and waivers
No failure to exercise, nor any delay in exercising, on the part of the Council, any right
or remedy under this Mortgage shall operate as a waiver, nor shall any single or partial
exercise of any right or remedy prevent any further or other exercise or the exercise of
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any other right or remedy. The rights and remedies provided in this Mortgage are
cumulative and not exclusive of any rights or remedies provided by law.
20 Amendments and waivers
Any term of this Mortgage may be amended or waived only with the written consent of
the Mortgagor and the Council.
21 Counterparts
This Mortgage may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of this Mortgage.
22 Governing law and enforcement
22.1 Governing l?w
English law governs this Mortgage, its interpretation and any non-contractual
obligations arising from or connected with it.
22.2 Jurisdiction
22.2.1 The courts of England have exclusive jurisdiction to settle any dispute arising out of or
in connection with this Mortgage (including a dispute regarding the existence, validity or
termination of this Mortgage) (a Dispute).
22.2.2 The parties agree that the courts of England are the most appropriate and convenient
courts to settle Disputes and accordingly no party will argue to the contrary.
22.2.3 This Clause 22.2 is for the benefit of the Council only. As a result, the Council shall not
be prevented from taking proceedings relating to a Dispute in any other courts with
jurisdiction. To the extent allowed by law, the Council may take concurrent proceedings
in any number of jUrisdictions.
Executed as a deed and delivered on the date appearing at the beginning of this Mortgage.
I
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SCHEDULE I Property charged by way of legal mortgage
Description and address Title numbers
11 Farm Lane, Fulham Broadway, London PartofTitleNGLl62l25
SWO 1PU which is shown edged red on Plan
the plan numbered ECM1O-SK0087 attached All of Title NGL226384
to this mortgage.
j
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SCHEDULE 2 Additional powers of Receiver
In addition to the powers conferred by the LPA on receivers and those conferred by Clause 7.2
(Powers Of Receiver), each Receiver shall have the powers set out in this Schedule.
To enter into, take possession of, collect and get in the Security Assets.
2 To manage the Security Assets.
3 To collect and get in all moneys or proceeds in any way arising from the Security Assets
or any deed, document, right or entitlement affecting the Security Assets whether
directly or indirectly.
4 To sell, exchange, surrender, renounce, deal with, convert into money and realise the
Security Assets or any estate or interest in any of them.
5 To convey, a~sign or transfer the Security Assets subject to such exceptions,
reservations and covenants and obligations as the Council or any Receiver may
consider necessary or expedient.
6 For the purposes of realisation of any Security Asset, to convey, assign or transfer it to
any person with or without consideration or exchange it for shares or other properly.
Plant, machinery and other fixtures may be severed and sold separately from the
premises containing them.
7 To apportion any rent and/or the performance of any obligations.
8 To acquire, renew, extend, grant, vary or otherwise deal with such easements,
servitudes, rights, privileges and/or licences as the Council or a Receiver considers
expedient.
9 To grant without restriction any lease or tenancy for any term whether commencing at
once or at any future date at any or no rent and with or without any premium and
generally on such terms as the Council or any Receiver may consider expedient.
10 To accept the surrender or renunciation of any lease or tenancy whether or not for the
purpose of enabling a new lease to be granted.
11 To give an effectual receipt for any premium payable on any grant or surrender or
renunciation of any lease.
12 To exercise, observe and perform for and on behalf of the Mortgagor any or all of the
powers, obligations or duties conferred or imposed on any owner or occupier of property
(whether as landlord and/or tenant) at common law or by statute (including the Landlord
and Tenant Acts 1927 to 1988, the Landlord and Tenant (Covenants) Act 1995, the
Rent Act 1977, the Town and Country Planning Act 1990, the Planning (Listed Buildings
and Conservation Areas) Act 1990, the Planning (Hazardous Substances) Act 1990, the
Town and Country Planning (Scotland) Acts, the Public Health Act 1936, the Control of
Pollution Act 1974 the Water Act 1989 and the Environmental Protection Act 1990).
13 To initiate, oppose, negotiate, participate in, compromise or conclude any review or
revision of any rent payable in respect of any lease or tenancy.
14 To exercise (whether on the Mortgagors behalf or otherwise) any option or right of
election available in law to the Mortgagor or the Council or any Receiver to waive
exemption so that the supplies shall be supplies chargeable or taxable for VAT
purposes at the standard or other applicable rate of tax.
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15 To sign, seal, execute, deliver, complete and perfect all notices and documents as are
thought fit by the Council or the Receiver for exercising, observing and performing any
of the powers, obligations or duties conferred or imposed on the Mortgagor by this
Mortgage or by any statute in respect of the Security Assets.
16 To give receipts for any compensation moneys payable to or by a landlord or tenant.
17 To promote, incorporate, manage and wind up either alone or with others any company
either for the purposes of:
(a) taking a conveyance, transfer, assignment, assignation or lease of or other
interest in any Security Asset; and/or
(b) undertaking works on and/or providing services to the occupiers of any Security
Asset,
in any case where it ~s desirable or convenient to do so and/or in connection with or for
the furtherance of all or any of the powers contained in this Mortgage as the Council or
the Receiver may consider expedient.
18 To construct or complete any building (whether or not it is in accordance with the
development planned or being carried on at any Land) and any roads, access ways and
services and generally to develop the Land in such manner as the Council or the
Receiver may consider expedient.
19 To carry out any work involving furnishing or fitting out or the installation or provision of
any plant, machinery, equipment or service.
20 To utilise any moneys at any time or from time to time received for the purposes of
financing any expenditure at any time or from time to time incurred in connection with or
incidental to the exercise of any of the powers conferred by this Mortgage in advance of
any other payments.
21 To continue, commence or undertake any business (whether or not previously carried
on by the Mortgagor).
22 To borrow, raise or secure the payment of money which may be required for the
exercise of any of the powers conferred by this Mortgage in such manner including the
creation of new assignments, mortgages or charges (whether or not having priority to
this charge) as may be considered expedient.
23 To obtain, renew, extend, amend or otherwise deal with such permissions, consents
and/or licences for the benefit of or otherwise connected with or ancillary to the Security
Assets or the use or development of any business comprised in the Security Assets as
the Council or the Receiver may consider necessary or desirable.
24 To agree any variation, modification or determination of any existing deeds or
agreements and enter into make or obtain any new agreements, deeds or bonds which
the Council or Receiver considers may be necessary or desirable.
25 To employ staff, solicitors, architects, surveyors, quantity surveyors, estate agents,
insurance brokers, contractors, builders, workmen, security staff, watchmen, building
managers and others and purchase all proper stock, materials and other items as the
Council or the Receiver may consider expedient.
26 To dedicate any part or parts of the Land as a highway where to do so is desirable in
order that the Land may more conveniently be developed.
27 To make any change or arrangement as to boundaries with adjoining owners and
neighbours so as to resolve any dispute or to facilitate development.
37582009.3\sw27 14
Schedule 19
28 Provided this does not result in a breach of the terms of the headleases or any
Occupational Lease, to effect and maintain insurance policies (whether against fire and
other physical risks, loss of rentor third party or public liability, or structural or latent
defect, or for other indemnity or otherwise) and to make, prove, negotiate, adjust or
enforce any claim on any policy whether effected by the Mortgagor or the Council or the
Receiver.
29 To take, defend, appeal or otherwise join in any proceedings (including any arbitration
or determination of any issue or dispute by an independent expert) concerning or
incidental to the Security Assets or to any of the powers set out in this Schedule.
30 To make any arrangement or compromise or enter into any contracts which the Council
or the Receiver may consider expedient.
31 To do all such other acts and things as the Council or the Receiver may consider
necessary or desirable for the management, development or realisation of all or any
part or parts of the Security Assets and/or acts and things incidental or ancillary to the
powers set out in this Schedule and the exercise of them.
PLANTOBEINSERTED
37582009.3\sw27 15
Schedule 19
SCHEDULE3-PLAN
37582009.3\sw27 16 ~
Schedule 19
Signed as a deed by
EC Properties GP Limited
(for itself and as general partner
of EC Properties LP)
acting by two Directors or
one Director and its Secretary
Director
Director/Secretary
Signed as a deed by
EC Properties Nominee Limited
Director
- Director/Secretary
The Common Seal of
The Mayoranci Burgesses of )
the London Borough of
Hammersmith and Fulham was
hereunto attached in the present of )
J
Authorised Signatory
37582009.3\sw27 17
-- p
11 FARM LANE
LONDON SW6IPU
8SF
FS 32255
CL
Schedule 19
SNRDENTONZ1
Draft: 28 November 2012
ABH/90883.00001)9509057.02
Legal mortgage of the land known as the Northern Access
Road, lying to the south west of Philbeach Gardens, London
SW5
Dated
EC Properties GP Limited (as general partner of EC Properties LP) and EC Properties
Nominee Limited (as nominee)
(the Mortgagor)
(the Council)
SNR Denton UK LLP
One Fleet Place
London EC4M 7W5
United Kingdom
Schedule 19
Mortgage
Dated
Between
I EC Properties LP a limited partnership registered in England and Wales under
number LP14695 whose registered office is at 15 Grosvenor Street, London W1K4QZ
acting by its general partner EC Properties GP Limited (company number 7696161)
whose registered office is at 15 Grosvenor Street, London WI K 4QZ and EC
Properties Nominee Limited (company number 07696994) whose registered office is
at 15 Grosvenor Street, London W1K 4QZ (the Mortgagor): and
2 The Mayor and Burgesses of the London Borough of Hammersmith and Fuiham
of Town Hall, King Street, Hammersmith, London W6 7JU (the Council).
Recitals
This deed witnesses
Definitions and interpretation
1.1 Definitions
In this Mortgage:
Property means the Land known as land lying to the south west of Philbeach Gardens
London SW5 and registered with title absolute at the Land Registry under title number
B0L66824.
Secured Amount means has the meaning given to it in the CLSA.
1.2 Construction
9509057.02
Schedule 19
(b) the Mortgagor, the Council or a Receiver includes any one or more of its
and rights of every description, whether tangible or intangible (including
(b) a Clause or Schedule is tobe construed as a reference to the relevant clause
surety, for the payment .or repayment of money, whether present or future,
capacity;
(d) a disposal includes a sale, transfer, assignment, grant, lease or other
accordingly;
(g) the words other and otherwise shall not be construed ejusdem generis with
any preceding words where a wider construction is possible;
guideline (whether or not having the force of laW) of any governmental,
Mortgage.
1 .3.2 The parties to this Mortgage and any Receiver may rescind, vary, waive, release,
9509057.02 2
Schedule 19
Mortgage.
1.4 Effectasadeed
the Council.
The ferms of any agreements or side letters in writing between any parties in relation to
Provision) Act 1989:
2.1 The Mortgagor charges by way of legal mortgage its interests in the Property up to the
Secured Amount.
(c) with full title guarantee.
4.3 notify the Council of any action commenced by a third party to seize, attach, charge,
take possession of or sell the Property which (to the best of its knowledge and belief)
the Council:
9509057.02 3
Schedule 19
5.1 enter into any onerous obligation or restriction affecting the Property; or
occupy it or grant any licence to assign, underlet or create any Security over it
or exercise any of the powers conferred by sections 99 and 100 of the LPA of
prevent
(i) the granting of leases at a market rent (but not for a premium) nor
(B) the grant of any rights of access or possession in connection with site
(b) allow any person other than itself to be registered under the Land Registration
overrides under the Land Registration Act 2002 and the Mortgagor shall
(ii) if that Land is unregistered, a land charge;
(c) make an application, consent to or acquiesce in the application by any third
6 Enforcement
I
has been a default which is continuing and has not been waived or, if capable of being
the Council under the CLSA by the Mortgagor of any of its Outstanding Obligations
under the CLSA.
(a) exercise all the powers and rights conferred on mortgagees by the LPA, as
9509057.02 4
Schedule 19
the LPA; and
(c) subject to Clause 8.1 (Method of appointment and removal), appoint one or
Assets.
In exercising the powers referred to in Clause 7.2 (Powers on enforcement), the Council
or any Receiver may sell or dispose of all or any of the Security Assets on the terms
and conditions and for the consideration it can reasonably achieve at that time.
6.4.1 The Council or any Receiver shall apply moneys received by them under this Mortgage
after the security created under this Mortgage has become enforceable in the following
order:
(aa) first, in or towards the payment pro rata of, or the provision pro
rata for, any unpaid costs and expenses of the Council and any
full;
(bb) secondly, in or towards the payment pro rata of, or the
in such order as the Council determines; and
7,1 Method of appointment and removal
7.1.1 The Council maynot appoint a Receiver by reason only of a moratorium being obtained,
or anything being done with a view to a moratorium being obtained, under section 1A of
the Insolvency Act 1986.
9509057.02 5
Schedule 19
(c) in relation to, and to the extent applicable to, the Security Assets,the powers
specified in Schedule 1 of the Insolvency Act 1986 (whether or not the
Receiver is an administrative receiver within the meaning of that Act): and
beneficial owner.
contrary) each of them may exercise individually all the powers and discretions
8, Protection of purchasers
or concerned:
8.1.1 to see or enquire whether the right of the Council or any Receiver to exercise .any of the
person.
g Protection of the Council and Receivers
Security Assets;
Security Asset;
9509057.02 6
Schedule 19
for which a mortgagee in possession might be liable
9.2 Indemnity
9.2.1 The Mortgagor shall indemnify the Council, any Receiver and their respective officers
and employees against all actions, proceedings, demands, claims, costs, expenses and
liabilities incurred by them arising from any breaoh of the terms of this Mortgage or
through the proper exercise of their powers under this Mortgage.
9.2.2 The Council and Receiver and their respective officers and employees shall be entitled
to be indemnified out of the Security Assets in respect to the actions, proceedings,
demands, claims , costs, expenses and liabilities referred to in Clause 9.2.1.
10.1 Reinstatement
If any payment by the Mortgagor or discharge given by the Council (only in respect of
the obligations of the Mortgagor) is avoided or reduced as a result of insolvency,
liquidation, administration or any similar event:
occurred; and
(a) anytime, waiver or consent granted to, or composition with, the Mortgagor or
any other person;
respect of any instrument or any failure to realise the full value of any security:
(d) any incapacity or lack of power, authority ~r legal personality of or dissolution
created by, any person under any document: or
9509057.02 7
Schedule 19
The Mortgagor waives any right it may have of first requiring the Council (or any trustee
This waiver applies irrespective of any law or any provision of any document to the
contrary.
10.4 Appropriations
The Council may:
same; and
Mortgagor or on account of the Secured Liabilities.
This Mortgage is in addition to, is not in any way prejudiced by and shall not merge with
any contractual right or remedy or other security now or in the future held by or
available to the Council.
11 Tacking
Act 2002 the Council confirms that it shall make further advances to the Morigagor on
the terms and subject to the conditions of any agreement in writing between the Council
and the Mortgagor.
The Mortgagor consents to the registration against the registered titles specified in
Schedule 1 of:
(a) a restriction in the following terms:
No disposWon of the registered estate by the proprietor of the registered estate
signed by the proprietor for the time being of the mortgage dated
[date of Mortgage] in favour of The Mayor and Burgesses of the London
Borough of Hammeramith and Fulham referred to in the charges register or
12.2 Further action
9509057.02 8
Schedule 19
pursUant to this Mortgage with any other security over any assets of the
Mortgagor; or
(a) the Council;
(b) any delegate or sub-delegate of, or other person nominated in writing by, an
officer of the Council; arid
(c) any Receiver,
in accordance, with this Mortgage. The Mortgagor agrees, promptly on the request of
signed or executed.
the CLSA or at any time after the Secured Liabilities have been discharged in full
9509057.02 9
Schedule 19
Council or any Receiver in connection with the enforcement of, or the preservation of
16 Notices
Mortgage.
17.1 Accounts
Mortgage, the entries made in the accounts maintained by the Council are prima facile
which it relates.
9509057.02 10
Schedule 19
21 Counterparts
22.1 Governing law
obligations arising from or conhected with it.
22.2 JUrisdiction
22.2.1 The courts of England have exclusive jurisdiction to settle any dispute arising out of or in
connection with this Mortgage (including a dispute regarding the existence, validity or
be prevented from taking pioceedings relating to a Dispute in any other courts with
in any number of jurisdictions.
9509057.02 - 11
Schedule 19
Description and address Title number
Land lying to the south west of Philbeach BGL66824
Gardens, London SW5
9509057.02 12
Schedule 19
In ~ddition to the powers conferred by the LPA on receivers and those conferred by Clause 7.2
(Powers of Receiver), each Receiver shall have the powers set out in this Schedule.
5 To convey, assign or transfer the Security Assets subject to such exceptions,
any person with or without consideration or exchange it for shares or other property.
expedient.
11 To give an effectual receipt for any premium payable on any grant or surrender or )
Town and Country Planning (Scotland) Acta, the Public Health Act 1936, the Control of
exemption ao that the supplies shall be supplies chargeable or taxable for VAT
9509057.02 13
Schedule 19
interest in any Security Asset: and/or
Asset,
in any case where it is desirable or convenient to do so and/or in connection with or for
any plant machinery, equipment or service.
any other payments.
on by the Mortgagor). -
this charge) as may be considered expedient.
26 To dedicate any part or parts of the Land as a highway where to do so is desirable in
9509057.02 14
Schedule 19
28 Provided this does not result in a breach of the terms of the headleases or an~
- Occupational Lease, to effect and maintain insurance policies (whether against fire and
other physical risks, loss of rent or third party or public liability, or structural or latent
Receiver.
30 To make any arrangement or compromise or enter into any contracts which the Council
9509057.02 15
Schedule 19
Signedasadeedby )
one Director and its Secretary )
Director
Director/Secretary
Signed as a deed by
Director
Director/Secretary
The Common Seal of
The Mayor and Burgesses of
Hammersmith and Fuiham was
hereunto attached in the presence of
- Authorised Signatory
9509057.02 15
Schedule 19
SNR DENTONZI
Draft: 30 November2012
ABI-l/90883.00001/9509113.03
Legal charge in respect of Gibbs Green School (beneficial
interest)
Dated 2012
Ec Properties GP Limited (as General Partner of EC Properties LP) and EC Properties
Nominee Limited
(the Chargor)
The Mayor and Burgesses of the London Borough of Hammersmith and Fulham
(the Council)
SNR Denton UK LLP
One Fleet Place
London EC4M TWS
United Kingdom
Schedule 19
Charge
Dated
Between
(1) EC Properties LP a limited partnership registered in England and Wales under
number LP14695 whose registered office is at 15 Grosvenor Street, London WIK 4QZ
whose registered office is at 15 Grosvenor Street, London Wi K 4QZ and EC
Properties Nominee Limited (company number 07696994) whose registered office is
at 15 Grosvenor Street, London Wi K 4QZ (the Chargor); and
(2) The Mayor and Burgesses of the London Borough of Hammersmith and Fulham
Recitals
The Chargor has agreed to provide security to the Council to secure the payment and discharge
of the Secured Liabilities.
This deed witnesses
1.1 Definitions
In this Charge:
Outstanding Liabilities has the meaning given to it in the CLSA
Property means all that freehold land known as Gibbs Green School, Mund Street,
London W14 9LY and which is shown edged red on Plan annexed to this deed and
which forms part of the land registered at the Land Registry under title number
NGL210692.
Receiver means a receiver appointed pursuant to this Charge or to any applicable law,
whether alone or jointly, and includes a receiver and/or manager.
Secured Amount has the meaning given to it in the CLSA
Secured Liabilities means the Outstanding Liabilities of the Chargor to the Council
pursuant to the CLSA up to the Secured Amount.
Security Assets mean (i) all of the Chargors beneficial interests in the Property and (H)
all of the Chargors rights under Clause 2.1 (Sale of Gibbs Green School and Farm
Lane) and Schedule 4 of the CLSA.
1.2 Construction
1.2.1 Unless a contrary intention appears, any reference in this Charge to:
9509113.03
Schedule ~9
(a) this Charge is a reference to this Charge as amended, varied, novated,
(b) the Chargor, the Council or a Receiver includes any one or more of its
assigns, transferees and successors in title (in the caseof the Chargor, so far
as any such is permitted); and
1 .2.2 Unless a contrary indication appears, any reference in this Agreement to:
and rights of every description;
(c) indebtedness includes any obligation whether incurred as principal or as
surety, for the payment or repayment of money, whether present br future,
actual or contingent;
disposal, whether voluntary Or involuntary, and cfithpose shall be construed
accordingly;
Ce) the words include(s) and including shall be construed as being by way of
contingent;
an~ preceding words where a wider construction is possible;
guideline (whether or not having the force of law) of any governmental,
intergovernmental or supranational boy, agency, department or of any
regulatory, self-regulatory or other authority or organisAtion;
enforce any term of this Charge which purports to confer a benefit on that person, but
no other person who is not a party to this Charge has any right under the Contracts
Charge
9509113.03 2
Schedule 19
1.3.2 The parties to this Charge and any Receiver may rescind, vary, waive, release, assign,
novate or otherwise dispose of all or any of their respective rights or obligations under
this Charge without the consent of any person who is not a party to this Charge.
1.4 Fifectasadeed
This Charge shall take effect as a deed even if it is signed under hand on behalf of the
Council.
2.1 To the extent of its interest (whether joint or several, legal or beneficial) the Chargor
charges (up to the Secured Amount) all of its rights under Clause 2.1 (Sale of Gibbs
Green School and Farm Lane) and Schedule 4 of the CLSA.
2.2 If or to the extent that for any reason the charging of all or part the Security Assets is
prohibited, the Chargor holds them on trust for the Council.
The security created under this Charge is created:
Liabilities (up to the Secured Amount); and
(b) in favour of the Council.
4 Not Used
Save as provided in the CLSA, the Chargor, shall not without the written consent of the
Council create or permit to subsist any security over the Security Asset save where
such security ranks in priority after this Charge, the chargee agrees to give Notice to the
6 Enforcement
The security created by this Charge shall become enforceable at any time after there
remedied, has not been remedied within any period agreed between the Chargor and
the Council under the CLSA) by the Chargor of any of its Outstanding Obligations under
the CLSA up to the Secured Amount.
Subject to the terms of the CLSA, at any time after the security created by this Charge
has become enforceable the Council must notify the Chargor in writing of such breach
and if the Secured Liabilities which are due have not been discharged in full within 60
days of the Council giving such notice then the Council may (without prejudice to any
other of its rights and remedies and without notice to the Chargor) do all or any of the
following:
9509113.03 3
Schedule 19
(a) all the Chargors present and future right, title and interest in and to, and all
benefits accruing under or in connection with the its rights under the Security
Assets may be assigned in favour pf the Council or such other person as the
Council may direct; and
(b) subject to Clause 7.1.1 (Method of appointment and removal), the Council
may appoint one or more persons to be a Receiver or Receivers of all or any
of the Security Assets.
6.3.1 The Council or any Receiver shall apply moneys received by them under this Charge
after the security created under this Charge has become enforceable in or towards the
discharge of the Secured Liabilities only (up to the Secured Amount).
6.3.2 Clause 6.3.1 will override any appropriation made by the Chargor.
section 1 A of the Insolvency Act 1986.
the Council pursuant to this Charge may be made in writing under the hand of
(a) of the Council under this Charge;
(b) conferred by the LPA on chargees in possession and on receivers appointed
under the LPA;
(c) in relation to, and to the extent applicable to, the Security Assets the powers
beneficial owner.
contrary) each of them may exercise individually all the pOwers and discretions
conferred on Receivers by this Charge.
Every Receiver shall be the agent of the Chargor which shall be solely responsible for
9509113.03 4
Schedule 19
or concerned:
(a) to see or enquire whether the right of the Council or any Receiver toexercise
~ny of the powers conferred by this Charge has arisen or not;
(b) with the propriety of the exercise or purported exercise of those powers; or
(c) with the application of any moneys paid to the Council, to any Receiver or to
any other person. -
Security Assets;
Security Asset;
9.2 Indemnity
9.2.1 The Chargor shall indemnify the Council, any Receiver and their respective officers and
employees against all actions, proceedings, demands, claims, costs, expenses and
liabilities incurred by them arising from any breach of the terms of this Charge or
through the proper exercise of their powers under this Charge.
demands, claim costs, expenses and liabilities referred to in Clause 9.2.1 -
10 Preservation of security -
10.1 Reinstatement
If any payment by the Chargor or .discharge given by the Council (only in respect of the
obligations of the Chargor) is avoided or reduced as a result of insolvency, liquidation,
administration or any similar event the Council shall be entitled to recover the value or
amount of that security (only up to the Secured Amount) or payment from the Chargor,
as if the payment, discharge, avoidance or reduction had not occurred.
9509113.03 5
Schedule 19
Neither the security created by this Charge nor the obligations of the Chargor under this
Charge will be affected by an act, omission, mailer or thing which, but for this clause,
would reduce, release or prejudice that security or any of those obligations (whether or
not known to the Chargor or the Council) including:
(a) any time, waiver or consent granted to, or composition with, the Chargor or
any other person;
(b) the release of the Chargor or any other person under the terms of any
security over, assets of the Chargor or any other person or any non-
or change in the members or status of the Chargor or any other person;
(e) any amendment (however fundamental), replacement, yariation, novation,
~f) any unenforceability, illegality or invalidity of any obligation of, or any security
10.3 Appropriations
The Council may:
received by it (or ~ny trustee or agent on its behalf) in respect of the Secured
enforce the same in such manner and order as it sees fit (only against the
Secured Liabilities) and the Chargor shall not be entitled to the benefit of the
same; and
Chargor or on account of the Secured Liabilities.
Other than as required pursuant to the CLSA (or as otherwise agreed by the parties to
the CLSA), this Charge is in addition to, is not in any way prejudiced by and shall not
merge with any contractual right or remedy or othe~ security now or in the future held by
11 Tacking
Act 2002 the Council confirms that it shall make furtheradvances to the Chargor on the
terms and subject to the conditions of any agreement in writing between the Council
and the Chargor.
9509113.03 6
Schedule 19
The Council shall promptly after the date of this Charge enter a caution against the title
number of the Property, noting the interest of the Chargor in respect of the Property.
12.2 Further action
The Chargor shall, at its own expense, promptly take any action and sign or execute
(a) give effect to the requirements of this Charge;
pursuant to this Charge with any other security over any assets of the
Chargor; or
The Chargor covenants that, as soon as it receives them (and in any event as soon as
the Council so requests), it shall deposit with the Council, in respect of or in connection
with the Security Assets:
The Chargor irrevocably and by way of security appoints each of:
(a) the Council;
(c) any Receiver,
jointly and severally as the Chargors attorney, in the Chargors name, on its behalf and
in such manner as the attorney may in its or his absolute discretion think fit after the
Council has served notice on the Chargor demanding payment or discharge by the
Chargor of all or any of the Secured Liabilities following the failure by the Chargor to
comply with a request or demand from the Council, to take any action and sign or
execute any further documents which the Chargor is required to take, sign or execute in
accordance with this Charge. The Chargor agrees, promptly on the request of the
Council or any Receiver, to ratify and confirm all such actions taken and documents
signed or executed.
Unless any third party has any subrogation or other rights in respect of the security
created by this Charge at that time, the Council shall, or shall procure that its
9509113.03 7
Schedule 19
appointees will, at the request of the Chargor promptly release the Security Assets from
this Charge:
(a) when the legal transfer of the title of the Property occurs in accordance with
the Gibbs Green Transfer and CLSA;
(b) when required to do so under the CLSA: or
(c) when the Secured Liabilities have been unconditionally and irrevocably
discharged in full or in part (provided that immediately after the release of the
charge of the Property pursuant to this Charge there are assets of sufficient
value in the Secured Allocation Pool (as such term is defined in the CLSA)
to meet the Secured Liabilities.
If the Chargor requests an amendment, waiver, consent or release of or in relation to
this Charge, the Chargor shall, within five Business Days of demand, reimburse the
Council for the amount of all reasonable and proper costs and expenses (including legal
fees) reasonably and properly incurred by it in responding to, evaluating, negotiating or
complying with that request or requirement.
The Chargor shall, within five Business Days of demand, pay to the Council or any
any rights under, this Charge.
16 Notices
Charge.
17.1 Accounts
Charge, the entries made in the accounts maintained by the Council are prima fade
Any certification or determination by the Council of a rate or amount under this Charge
is, in the absence of manifest error, conclusive evidence of the matters to which it
relates.
If, at any time, any provision of this Charge is or becomes illegal, invalid or
9509113.03 8
Schedule 19
or remedy under this Charge shall operate as a waiver, nor shall any single or partial
any other right or remedy. The rights and remedies provided in this Charge are
Any term of this Charge may be amended or waived only with the written consent of the
Chargor and the Council.
21 Counterparts
This Charge may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterp~rts were on a single copy of this Charge.
22.1 Governing law
English law governs this Charge, its interpretation and any non-contractual obligations
arising from or connected with it.
22.2 Jurisdiction
22.2.1 The courts of England have exclusive jurisdiction to settle any dispute arising out of or
in connection with this Charge (including a dispute regarding the existence, validity or
termination of this Charge) (a Dispute).
in any number of jurisdictions. .
Executed as a deed and delivered on the date appearing at the beginning of this Charge.
9509113.03 9
- Schedule 19
Signed asa deed by
EC Properties GP Limited )
Director
Director/Secretary
Signed as a deed by
acting by two Directors or )
Director
Director/Secretary
The Common Seal of
Hammersmith and Fulham was
9509113.03 10
Schedule 19
SNR DENTON ~
ABH/90883.00001)941 1428.04
Legal Mortgage in respect of Gibbs Greeh School
Dated 2012
EC Properties GP Limited and EC Properties Nominee Limited
(the Charger)
(the Council)
U
SNR Denton UK LLP
One Fleet Place
London EC4M 7WS
United Kingdom
Schedule 19
Charge
Dated
Between
(1) EC Properties LP a limited partnership registered in England and Wales under
number LP14695 whose registered office is at 15 Grosvenor Street, London W1K 4QZ
whose registered office is at 15 Grosvenor Street, London WIK 4QZ and EC
Properties Nominee Limited (company number 07696994) whose registeredoffice is
at 15 Grosvenor Street, London WIK 4QZ (the Chargor); and
(2) The Mayor and Burgesses of the London Borough of Hamrnersmith and Fulham
Recitals
The Chargor has agreed to provide security to the Council to secure the payment and discharge
of the Secured Liabilities.
This deed witnesses
1.1 Definitions
In this Charge:
Property means all that freehold land known as Gibbs Green School, Mund Street,
London W14 9LY and which is shown edged red on Plan annexed to this deed and
which forms part of the land registered at the Land Registry under title number
NGL210692.
1.2 Construction
9411428.04 1
Schedule 19
1 .2.2 Unless a contrary indication appears, any reference in this Mortgage to:
and rights of every description whether tangible or intangible (including
surety, for the payment or repayment of money, whether present or future,
capacity;
disposal, whether voluntary or involuntary, and dispose shall be constrUed
accordingly;
guideline (whether or not having the force of law) of any governmental,
1.3 Third party iights
1.3.1 The Council, any Receiver and their respective officers, employees and agents
may enforce any term of this Mortgage which purports to confer a benefit on that
person, but no other person who is not a party to this Mortgage has any right under the
Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any
term of this Mortgage.
9411428.04 2
Schedule 19
Mortgage.
1.4 Effect as a deed
the Council.
that any purprted disposition of an interest in Land contained in this Mortgage is a valid
Secured Amount.
(c) with limited guarantee (except that the covenant set out in section 3(1) of the
Law of Property (Miscellaneous Provisions) Act 1994 shall extend to all
charges, incumbrances and rights, even if the Mortgagor does not know and
could not reasonably be expected to know about them).
9411428.04 3
Schedule 19
5 Negative covenants - -
the Council:
5.1 Enter into any onerous obligation or restriction affecting the Property; or
occupy it or grant any licence to assign, underlet or create any security over it
or exercise any of the powers conferred by sections 99 and 100 of the LPA of
leasing, letting, entering into agreements for leases or lettings or accepting.or
prevent;
(U) the grant of any rights of access or possession in connection with site
(b) allow any person other than itself to be registered under the Land Registration
overrides under the Land Registration Act 2002 and. the Mortgagor shall
(B) if that Land is unregistered, a land charge;
Council priOr to enforcing such charge and agrees to hold any proceeds it receives on
6 Enforcement
the.Council under the CLSA) by the Mortgagor of any of its Outstanding Obligations
under the CLSA.
941142a.04 4
Schedule 19
(b) exercise the power of leasing, -letting, entering into agreements for leases or
the LPA; and
(c) aubject to Clause 7.1.1 (Method of appointment and removal), appoint one or
Assets.
In exercising the powers referred to in Clause 6.2(a) (Powers on enforcement); the
Council or any Receiver may sell or dispose of all or any of the Security Assets on the
terms and conditions and for the consideration it can reasonably achieve at that time (in
each case using its best endeavours).
6.4.1 The Council or any Receiver shall apply moneys received by them under this
Mortgage after the security created under this Mortgage has become enforceable in the
following order:
rata for, any unpaid costs and expenses of the Council and any
full;
(bb) secondly,, in or towards the payment pro rata of, or the
- remuneration of the Council and any Receiver;
- in such order as the Council determines; and
6.4.2 Any surplus received above the Sacured Amount shall be payable to the
Mortgagor. -
9411428.04 5
Schedule 19
section lAof the Insolvency Act 1986.
7.1.2 Every appointment or removal of a Receiver, of any delegate or of any other
person by the Council pursuant to this Mortgage may be made in writing under the hand
of any officer or manager of the Council.
appoi.nted under the LPA;
(c) in relation to, and to the extent applicable to, the Security Assets, the powers
beneficial owner.
jointly and/or severally so that (unless any instrument appointing them specifies to Ihe
contrary) each of them may exercise individually all the powers and discretions~
109(6) of the LPA sh?lI not apply.
or concerned:
8.1.1 to see or enquire whether the right of the Councfl oi any Receiver to exercise any
of the powers conferred by this Mortgage has ~risen or not;
8.1.3 with the application of any moneys paid to the Council, to any Receiver or to any
other person. -
941142a.04 6
Schedule 19
Security Assets;
Security Asset;
9.2 Indemnity
9.2.1 The Mortgagor shall indemnify the Council, any Receiver and their respective
officers and employees against all actions, proceedings, demands, claims, costs,
expenses and liabilities incurred by them arising from any breach of the terms of this
Mortgage or through the proper exercise of their powers under this Mortgage.
9.~.2 The Council and Receiver and their respective officers and employees shall be
entitled to be indemnified out of the Security Assets in respect to the actions,
proceedings, demands, claims , costs, expenses and liabilities referred to in Clause
9.2.1.
10.1 Reinstatement
If any payment by the Mortgagor or discharge given by the Council in respect of the
obligations of the Mortgagor is avoided or reduced as a result of insolvency, liquidation,
administration or any similar event:
occurred; and
(a) anytime, waiver or consent granted to, or composition with, the Mortgagor or
any other person;
security over, assets of the Mortgagor or any other person or any non
9411428.04 7
Schedule 19
created by, any person under any document; or. . .
contrary.
10.4 Appropriations
The Council may:
Liabilities, or, subject to Clause 6.4.1 (Application of moneys), apply and H
enforce the same in such manner and order as it see~ fit (against the Secured
same; and H
Other than as required under the CLSA (or as otherwise agreed by the. parties to the
CLSA), this Mortgage is in addition to, is not in any way prejudiced by and shall not
merge with any contractual right or remedy or other security now or in the future held by
11 Tacking
and the Mortgagor.
The Mortgagor consents to the registration against the registered titles of the Property
of a restriction in the following terms:
941 142a.o4 8
Schedule 19
signed by the proprietor for the time being of the mortgage dated ~*
12.2 Further action
(b) protect and preerve the ranking of the Security intended to be created by or
Mortgagor; or
all of which will be held by the Counbil.
(a) the Council;
(c) any Receiver,
execute any further douments which the Mortgagor is required to take, sign or execute
9411428.04 9
Schedule 19
signed or executed.
the CLSA or at any time after the Secured Liabilities have been discharged in full.
15 Costs arid.expenses
16 Notices
Mortgage.
17.1 Accounts
which it relates.
It at any time, any provision of this Mortgage is or becomes illegal, invalid or
941142804 10
Schedule 19
21 Counterparts
22.1 Governing law
22.2 Jurisdiction
22.2.1 The courts of England have exclusive jurisdiction to settle any dispute arising out
of or in connection with this Mortgage (including a dispute regarding the existence,
validity or termination of this Mortgage) (a Dispute).
22.2.2 The parties agree that the courts of England are the most appropr!ate and
convenient courts to settle Disputes and accordingly no party will argue to the contrary.
22.2.3 This Clause 22.2 is for the benefit of the Council only. As a result, the Council
shall not be prevented from taking proceedings relating to a Dispute in any other courts
with jurisdiction. To the extent allowed by law, the Council may take concurrent
proceedings in any number of jurisdictions.
9411428.04 11
Schedule 19
Gibbs Green School IViund Street London W6 As shown edged in red on the Plan
annexed to this deed and which forms
part of the land registered at the Land
Registry under title number
NGL2I 0692.
9411428.04 12
Schedule 19
expedient.
once or at ahy.future date at any or no rent and with or without any premium and
and Conservation Aress) Act 1990, the Planning (Hazardous Substances) Act 1990; the
Pollution Act the Water Act 1989 and the Environmental Protection Act 1990).
9411428.04 13
Schedule 19
Asset,
the furtherance of all or any of the powers contained in this Mortgage as the Qouncil or
.3 19 To car~ out any work involving furnishing or fitting out or the installation or provision of
any other payments.
- this charge) as may be considered expedient.
26 To dedicate any part or parts of the Land as a highway where tp do so is desirable in
9411428.04 14
Schedule 19
Receiver.
incidental to the Security Asaets or to any of the powers set out in this Schedule.
30 To make any arrangement or compromise or enter into any contracts which the bouncil
9411428.04 15
Schedule 19
SCHEDULE 3 PLAN
PLAN TO BE INSERTED
9411428.04 18
Schedule 19
Signed as a deed by
Director
Director/Secretary
Signed as a deed by
E~ Properties Nominee Limited
Director
Director/Secretary
The Common Seal of
Rammersmith and Fuiham was
941 142&04 17
HAMMERSMITI-1 AND FVLHAM
COUNCIL
insport & Technical Services
Mn Hall Extension, King Street
idonWG9JU
(ci. 020 8748 3020
WAS
1:1250
DWO NO.
55 100/65
11 MUND STREET
(GIBBS GREEN SCHOOL)
LONDON W14 9LY
9
cOwn cOPv,c001 and dalabos, ~hb
I 2212 O,dnanca Survey Ucence Na LA100019223
Schedule 19
SNR DENTON~
RGB/90883.0000h/949901 9.05
Legal mortgageof[ ]
Dated
EC Properties OP Limited and EC Properties Nominee Limited
(the Mortgagor)
(the CounGil)
SNR Denton UK LLP
One Fleet Place
London EC4M 7WS
United Kingdom
Scheduje 19
Mortgage
Dated
Between
EC Properties LP a limited partnership registered in England and Wales under number
LP1 4695 whose registered office is at 15 Grosvenor Street, London Wi K 4QZ acting by its
general partner EC Properties GP Limited (company number 7696161) whose registered office
is at 15 Grosvenor Street, London WIK 40Z (the Mortgagor); and
The Mayor and Burgesses of the London Borough of Hammersmith and Fuiham of Town
Hall, King Street, Hammersmith, London W6 7JU (the Council).
Recitals
This deed witnesses
1.1 Definitions
In this Mortgage:
Property means the Land known as [ ].
Receiver means a receiver appointed pursuant to this Mortgage or to any applicable 1
1 .2 Construction
9499019.05
Schedule 19
and rights of every description, whether tangible or intangible (including
uncalled share capital):
surety, for the payrrient or repayment of money, whether present or future,
capacity;
(d). a disposal includes a sale, transfer, assignment, grant, lease or other
accordingly;
- guideline (whether or not having the force of law) of any governmental,
1 .2.3 Clause and schedule headings are for ease of reference only.
1.3.1 The Council, any Receiver and their respective officers employees and agents may
Mortgage.
assign, novate or otherwise dispose of all or any of their respective lights or obligations
Mortgage.
1.4 Effectasadeed
9499019.05 2
Schedule 19
the Council.
Secured Amount.
(c) with full title guarantee in the event that the Security Asset is provided
pursuant to paragraph [4] of Schedule I to the CLSA; [SNRD the Council is
happy to allow the provision of alternative assets but is concerned it would
have to have to undertake a due diligence exercise on each occasion if the
guarantee assumes searches are obtained etc.]
(d) with limited title guarantee in the event that the Security Asset is. provided
pursuant to clause [9.18] of the CLSA.
the Council:
9499019.05 3
Schedule 19
5.1 enter into any onerous obligation or restriction affecting the Property; or
occupy it or grant any licence to assign, underlet or create any security over it
or exercise any of the powers conferredby sections 99 and 100 of the LPA of
prevent
(H) the grant of any rights of access or possession in connection with site
(b) allow any person dther than itself to be registered under the Land Registration
overrides under the Land Registration Act 200.2.. and the Mortgagor shall
(I) a caution against first registration of the title to that Land; or
(ii) if that Land is unregistered, a land bharge;
party, to the Land Registry to enter any. matter on the register of title save in
security ranks in priority after this Mortgage, the chsrgee agrees to give Notice to the
6 Enforcement
has been a default which is continuing and has not been waived or, if capable of being
the Council under the CLSA by the Mortgagor of any of its Outstanding Obligations
under the CLSA.
such breach and if the Secured Liabilities whibh are due have not been discharged in
9499019.05 4
Schedule 19
the LPA; and
(c) subject to Clause 8.1 (Method of appointment and removal), appoint one or
Assets.
In exercising the powers referred to in Clause 7.2 (PoWers on enforcement), the Council
or any Receiver may sell or dispose of all or any of the Security Assets on the terms
and conditions and for the consideration it can reasonably achieve at that time.
6.4.1 The Council or any Receiver shall apply moneys received by them under this Mortgage
after the security created under this Mortgage has become enforceable in the following
order:
rata for, any unpaid costs and expenses of the Council and any )
full;
(bb) secondly, in or towards the payment pro rata of, or the
in such order as the Cpuncil determines; and
perscn entitled to it
7.1.1 The Council iay not appoint a Receiver by reason only of a moratorium being obtained,
or anything being done with a view to a moratorium being obtained, under section 1A of
the Insolvency Act 1986.
9499019.05 5
Schedule 19
(c) in relation to, and to the extent applicable to, the Security Assets, the powers
specified in Schedule I of the Insolvency Act 1986 (whether or not the
(d) in relation to the Property, which he would, have if he were its absolute
beneficial owner.
contrary) each of them may exercise individually. ?ll the. powers and .discretions
his acts and defaults and for the payment of his remuneratidn.
or concerned:
8.1.1 to see or enquire whether the right of the Council or any Receiver to exercise any of the
8.1 .2 with the propriety of the exercise or purported exercise of those powers; or
person.
None of the Council, any Receiver or any of their respective officers or employees shaM
Security Assets;
Security Asset;
9499019.05 6
Schedule 19
9.2 Indemnity
9.2.1 The Mortgagor shall indemnify the Council, any Receiver and their respective officers
and employees against all actions, proceedings, demands, claims, costs, expenses and
liabilities incurred by them arising from any breach of the terms of this Mortgage or
through the proper exercise of their powers under this Mortgage.
demands, claims, costs, expenses and liabilities referred to in Clause 9.2.1.
10.1 Reinstatement
If any payment by the Mortgagor or discharge given by the Council (only in respect of
the obligations of the Mortgagor) is avoided or reduced as a result of insolvency,
liquidation, administration or any similar event:
occurred; and
(a) any time, waiver or consent granted to, or composition with, the Mortgagor or
any other person;
of, or refusal or neglect to perfect, lake up or enforce, any rights against, or
9499019.05 7
Schedule 19
contrary.
10.4 Appropriations
The Council may:
Liabilities, or, subject to Clause 6.4.1 (Application of moneys); apply and
Liabilities only) and the Mortgagor shall not jje entitled to the benefit of the
same and
This Mortgage is in addition to, is not in any way prejudiced by and shall not merge with
any contractual right or remedy or other security now or in the future held by or
available to the Council.
11 Tacking
and the Mortgagor.
The Mortgagor consents to the registration against the registered titles specified in
of:
(a) a restriction in the following terms:
signed by the proprietor for the time being of the mortgage dated
12.2 Further action
9499019.05 8
Schedue 19
Mortgagor; or
any rights., powers and discretions conferred on the Council or any Receiver in
The covenant set out in section 2(1 )(b) of the Law of Property (Miscellaneous
(a) the Council;
(c) any Receiver,
signed or executed.
the CLSA or at any time after the Secured Liabilities have been discharged in full
9499019.05 9
Schedule 19
16 Notices
Mortgage.
17.1 Accounts
Mortgage is, in the absence of manifest error, conclusive evidence of the mailers to
which it relates.
9499019.05 10
Schedule 19
21 Counterparts
22.1 Governing law
English la~ governs this Mortgage, its interpretation and any non-contractual
22.2 Jurisdiction
22.2.1 The courts of England have exclusive jurisdiction to settle any dispute arising out of or in
connection with this Mortgage (including a dispute regarding the existence, validity or
in any number of jurisdictions.
9499019.05 11
Schedule 19
** **
9499019.05 12
Schedule 19
1 To enter into, take possession of, collect and get in the Security Assets.
8 To acquire, renew1 extend, grant, vary or otherwise deal with such easements,
servitudes, rights, privileges and/or licences as the Council or a Receiver considers.
expedient.
12 To exercise, observe and perform for and on behslf of the Mortgagor any or all of the
9499019.05 13
Schedule 19
Asset,
any other payments.
this charge) as may be considere expedient.
26 To dedicate any part or parts of the Land as a highway where todo so is desirable in
9499019.05 14
Schedule 19
Receiver.
30 To make any arrangement or compromise or enter into any contracts whiph the Council
9499019.05 15
Schedule 19
Signed as a deed by
acting by Iwo Directors or
Director
Director/Secretary
Signed asa deed by
Director
Director/Secretary
The Common Seal of
Hammersmith and Fuiham was
hereunto attached in the present of
9499019.05 16

CLSA Schedule 19

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