954453501

Ref: 647254.07000
DATED T1T 2013
(1) THE MAYOR AND BURGESSES OF THE
LONDON BOROUGH OF HAMMERSMITH & FULHAM
(3) EARLS COURT LIMITED
COMPULSORY PURCHASE, CLOSURE ORDER AND
APPROPRIATION SCHEME COSTS AND
COMPENSATION AGREEMENT
in relation to the Conditional Land and Sale Agreement
in relation to land at the West Kensington and Gibbs
Green Estates, London W14
U
Pinsent Masons
44466831.1 Q
I DEFINITIONS AND INTERPRETATIONS 1
2 CPO, CLOSURE ORDER AND APPROPRIATION SCHEME COMPENSATION AND
COSTS \1 1 7
3
THE CPO AND/OR CLOSURE ORDER: THIRD PARTY OBJECTIONS, REFERENCES TO
THE TRIBUNAL AND/OR APPEALS THEREFROM 1 3
4 VALUE ADDED TAX AND SDLT 1 4
5 DISPUTES 1 5
6
NOTICES AND OTHER REQUESTS DEMANDS APPROVALS AND CONSENTS 1 7
7 INTEREST 1 7
8 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1 999 1 7
9 CONTINUANCE OF AGREEMENT 1 7
1 0 CONFIDENTIALITY 1 7
1 1 FREEDOM OF INFORMATION 1 7
1 2 NO PARTNERSHIP 1 8
1 3 COUNCILS STATUTORY POWERS 1 8
1 4 TERMINATION 1 8
1 5 ALIENATION 1 8
1 6 GOVERNING LAW 1 8
1 7 GUARANTORS OBLIGATIONS 1 8
SCHEDULE 1 -CPO COMPENSATION AND COSTS AND CLOSURE ORDERS COMPENSATION
AND COSTS AND APPROPRIATION SCHEME COMPENSATION AND COSTS 1 9
SCHEDULE 2 -NON DEDUCTIBLE APPROVED EXPENDITURE SCHEME 2 5
43 46 6 8 3 1 .1 \MD
THIS DEED is made 2013
BETWEEN
(1) THE MAYOR AND BURGESSES OF THE LONDON BOROUGH OF HAMMERSMITH &
FULHAM of Town Hall, King Street, Hammersmith London, W6 9JU ("the Council");
(2) EC PROPERTIES LP a limited partnership registered in England and Wales under number
LP1 4695 whose registered office is at 15 Grosvenor Street, London W1 4QZ acting by its general
partner EC Properties GP Limited (company number 7696161) whose registered office is at 15
Grosvenor Street, London W1 4QZ ("the Buyer"); and
(3) EARLS COURT LIMITED (Company Number 557278) whose registered office is at 15 Grosvenor
Street, London Wi K 40Z ("the Guarantor").
RECITALS
(A) Capitalised terms and expressions used in these recitals shall have the meaning attributed to them
in Clause 1.
(B) The Council wishes to secure the comprehensive redevelopment of the Option Land as part of a
scheme for the Earls CourtRegeneration Site.
(C) The Council is prepared to consider passing a resolution to make one or more CPOs and to
undertake Appropriation and implement one or more Appropriation Schemes to secure the
acquisition and development of the Option Land on the basis that the Buyer funds all CPO
Compensation and Costs and Appropriation Scheme Compensation and Costs pursuant to the
terms of this Deed and the CLSA.
(D) The Council enters into this Deed in its capacity as the promoting and acquiring Council for the
purposes of the proposed CPOs, Closure Orders, Appropriation and Appropriation Scheme.
(E) At the same time as entering into this Deed the Council and the Buyer have entered into the CLSA
which provides for the sale of the Councils land interests in the Option Land and the terms of this
Deed shall only apply from the date of delivery of the CLSA.
IT IS AGREED AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATIONS
1.1 In this Deed the following expressions shall have the following meanings:
4. 4631 1MD
"Act" means the Town and Country Planning Act 1990
"Advance Payments" means the same as defined in the CLSA.
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Expenditure"
"Appropriation" means the same as defined in the CLSA
"Appropriation Scheme" means the same as defined in the CLSA
"Appropriation Scheme means the compensation in accordance with section 10 of the
Compensation" Compulsory Purchase Act 1965 (or as may otherwise be agreed)
in respect of the implementation of an Appropriation Scheme
specified in paragraph 3 of Schedule 1 to this Deed.
"Appropriation Scheme means the Appropriation Scheme Compensation and Appropriation
Compensation and Costs" Scheme Costs incurred by the Council as set out in Schedule 1 to
this Deed.
"Appropriation Scheme means the costs in respect of the implementation of an
Costs" Appropriation Scheme as set out in Schedule 1 to this Deed and in
each case reasonably and properly incurred by the Council.
"Appropriation Scheme means the same as defined in the CLSA.
Land"
"Approved Closure Order" means the same as defined in the CLSA.
"Approved CPO" means the same as defined in the CLSA.
"BIA" means the blight indemnity agreement dated 16 March 2012 and
made between (1) the Council and (2) Capital & Counties Limited
as extended by letter dated 9 July 2012.
43466831.1\MD
"BIA Covenantor" means the Covenantor as defined and named in the BIA,
"Blight Notice" means any valid blight notice served on the Council under the
provisions of Section 150 and paragraph 5 of schedule 13 to the
Act in respect of any Third Party Interest in the Option Land in
consequence of and arising from the adoption of the SPD and/ or
after making an Approved CPO any valid blight notice served as
aforesaid citing paragraph 22 of schedule 13 to the Act.
"Buyers Appropriation means the same as defined in the CLSA.
Scheme Notice"
"Buyers Solicitors" means Pinsent Masons LLP of 30 Crown Place London EC2A 4ES
(Ref: 638930.07010!RDF) or such other firm of solicitors as the
Buyer notifies to the Council in writing.
"Closure Order" means the same as defined in the CLSA.
"Closure Orders means the compensation calculated in accordance with the Code
Compensation" in respect of Closure Orders specified in paragraph 1 of Schedule
1 to this Deed subject always to the Total CPO and Closure Orders
Compensation and Costs Sum.
"Closure Orders Costs" means the costs in respect of Closure Orders set out in Schedule 1
to this Deed and in each case reasonably and properly incurred by
the Council and subject always to the Total CPO and Closure
Orders Costs Sum.
"Closure Orders means the Closure Orders Compensation and Closure Orders
Compensation and Costs" Costs incurred by the Council as set out in Schedule 1 to this Deed
and subject always to the Total CPO and Closure Orders
Compensation and Costs Sum.
"CLSA" means the conditional land sale agreement made between the
parties to this Deed on or about the same date as this Deed.
"Code" means the principles for calculating compensation for compulsory
acquisition laid down in the Compulsory Purchase Act 1965 and/or
the Land Compensation Acts 1961 and 1973 and/or the Act
together with case law and established practice.
"Councils Solicitors" means the solicitors appointed by the Council to assist the Council
in making and securing confirmation and implementation of
compulsory purchase orders and Appropriation and the
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implementtion of Appropriation Schemes to acquire Third Party
Interests and Closure Orders to enable the Development to be
carried out, which are notified to the Buyer and the Buyers
Solicitors in writina. or in default of such notification of the Councils
Head of Legal Services.
"Counsel" means the same as defined in the CLSA.
"CPO" means the same as defined in the CLSA.
"CPO Compensation" means the compensation calculated in accordance with the Code
in respect of a CPO an..or Appropriation and/or Appropriation
Scheme and/or Blight Notice specified in paragraph 1 of Schedule
1 to this Deed.
"CPO Compensation and means the CPO Compensation and CPO Costs as set out in
Costs" Schedule 1 to this Deed.
"CPO Costs" means the costs in respect of a CPO as set out in Schedule 1 to
this Deed and in each case reasonably and properly incurred by
the Council.
"CPO Land" means the same as defined in the CLSA.
"CPO Start Notice" means the same as defined in the CLSA.
"GPO Sub Group" means the CPO sub group of the Project Delivery Group as
established pursuant to Schedule 6 of the CLSA.
"Development" means the same as defined in the CLSA.
"Expert" means the person appointed as such pursuant to Clause 5.
"Earls Court Regeneration means the same as defined in the CLSA.
Site"
"Finally Determined" means finally determined with no ability to appeal or challenge
"GVD" means the same as defined in the CLSA.
"Indemnified Internal Legal means as defined in paragraph 2.1 of Schedule 1
and Other GPO Costs"
"Initial Guaranteed means the same as defined in the CLSA.
Amount"
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"Inquiry" means a public inquiry held by the Secretary of State into a CPO
and if applicable a Closure Order.
"Legal Costs" means any and all reasonable and proper legal and other related
costs reasonably and properly incurred by the Council (including
any irrecoverable VAT) being:
(a) solicitors fees (including in-house legal costs to the
extent specified in this Deed), counsels fees, experts
fees, mediator fees and expenses;
(b) court fees, Upper Tribunal fees and expenses, official
search fees, charges and fees relating to public notices;
and
(c) copying charges, witness expenses, travelling and
subsistence;
occasioned by the preparation and promotion of an Approved CPO
and/or an Approved Closure Order, Appropriation and/or
Appropriation Scheme, receipt by the Council of a Blight Notice,
service by the Council of a counter-notice to the receipt of a Blight
Notice, any proceedings in the Upper Tribunal (Lands Chamber)
arising from such CPOs, Closure Orders, Blight Notices and
counter-notices thereto and any appeal therefrom to the Court of
Appeal and/or Supreme Court, the Council implementing a
Satisfactory CPO and/or a Satisfactory Closure Order and shall
include any third-party legal costs, and other expenses in respect
of such CPOs, Closure Orders, Blight Notices and counter-notices
to the same.
"New Rights" means the same as defined in the CLSA.
"Non-Deductible Approved means expenditure incurred in accordance with the Non Deductible
Expenditure" Approved Expenditure Scheme.
Non-Deductible Approved means the scheme set out in Schedule 2.
Expenditure Scheme"
"Non-Deductible means the compensation specified in Clause 2.4 that shall not be
Compensation" Allowable Capital Expenditure
"Non-Deductible Costs means the costs specified in Clause 2.4 that shall not be Allowable
43466831. 1 \MD
5
Capital Expenditure
"Non-Deductible means the compensation and costs specified in Clause 2.4 that
Compensation and Costs" shall not be Allowable Capital Expenditure.
"Non-Deductible Notice" means the notice referred to in paragraph 2.1 of Schedule 2.
"Option Land" means the same as defined in the CLSA..
"Outstanding Liabilities" means the same as defined in the CLSA.
"Panel Advisor" means the same as defined in the CLSA.
"Prescribed Rate" means the same as defined in the CLSA.
"Project Delivery Group" means the same as defined in the CLSA.
"RPI" means the same as defined in the CLSA.
"Satisfactory Closure means the same as defined in the CLSA.
Order"
"Satisfactory CPO" means the same as defined in the CLSA.
"SDLT" means Stamp Duty Land Tax levied in accordance with the
Finance Act 2003.
"Selected Agent" means the same as defined in the CLSA.
"Secretary of State" means the Secretary of State for Communities and Local
Government or other minister or authority for the time being having
or entitled to exercise the powers now conferred on such Secretary
of State to confirm a CPO and make and/or confirm Closure
Orders.
"SPD" means the Earls Court and West Kensington Opportunity Area
Joint Supplementary Planning Document adopted by the Council
on 19 March 2012.
"Third Party Interests" means the same as defined in the CLSA.
"Total CPO and Closure means the sum of f-10,000,000 (ten million pounds).
Orders Costs Sum"
44668311\MD
"Total CPO and Closure
Orders Compensation and
Costs Sum"
"Unsatisfactory CPa"
"VAT"
means the same as defined in the CLSA.
means the same as defined in the CLSA.
means the same as defined in the CLSA.
"VP Requirement Notice" means the same as defined in the CLSA.
"Working Day" means the same as defined in the CLSA.
1.2 The following rules of interpretation apply to this Deed:
1.2.1 Obligations undertaken by more than a single person are joint and several obligations
and where more than one person is bound to a condition in this Deed then all those
persons are bound jointly and severally.
1.2.2 Person includes a company corporation individual or other body.
12.3 A reference to a Clause or Schedule by a number is a reference to that number Clause or
Schedule as it appears in this Deed.
1.2.4 The Clause and Schedule headings in this Deed are for ease of reference only and are
not to be used for the purpose of construing this Deed.
1.2.5 Reference to the Council, the Guarantor and the Buyer includes all persons authorised by
the Council, the Guarantor and the Buyer respectively.
1.2.6 Words importing the singular number include the plural number and vice versa and words
importing gender include any other gender.
1.2.7 References in this Deed to any statute or section of any statute include a reference to any
statutory amendments modification replacement or re-enactment thereof for the time
being in force and to every instrument or direction regulation bye-law permission licence
consent condition scheme and matter made pursuant to any such statute.
1 .2.8 \.IVhere there is a requirement in this Deed for consent agreement or approval being
required by one party from the other it shall be deemed (unless expressly stated
otherwise) that such consent or approval shall not be unreasonably withheld or delayed
and shall be effective only when the consent or approval is given in writing.
2. CPO, CLOSURE ORDER AND APPROPRIATION SCHEME COMPENSATION AND COSTS
Termination of the Blight Indemnity Agreement
43466831.1
2.1 From the date of this Deed it is hereby agreed between the parties that the BIA is terminated (other
than Schedule 2 of the BIA and any provisions of the BIA necessary to give effect to Schedule 2 of
the BIA to the extent that there is anything remaining to be done thereunder) and notwithstanding
clause 3.6 of the BIA and clause 13.2 of the BIA, the BIA (including such clauses 3.6 and 13.2)
shall no longer have any effect and the obligations and liabilities of the parties to the BIA shall
cease and no longer take effect (save in respect of Schedule 2 of the BIA which shall continue in
full force and effect insofar as anything remaining to be done thereunder); and:
2.1 .1 all accrued liabilities of the BIA Covenantor to pay sums pursuant to the BIA in respect of
a "Blight Notice" as defined in the BIA having been served on the Council prior to the date
of this Deed, shall be deemed to be CPO Compensation and Costs and shall be
Allowable Capital Expenditure; and
2.1 .2 all accrued liabilities of the BIA Covenantor in respect of the transfer of a Third Party
Interest as defined in the BIA shall be deemed to be a Third Party Interest; and
21 .3 all payments made by the BIA Covenantor pursuant to the BIA shall be deemed to be
payments made by the Buyer pursuant to this Deed and be Allowable Capital
Expenditure; and
2.1.4 all payments made or liabilities accrued pursuant to the BIA shall be deemed to be CPO
Compensation and Costs.
CPO, Closure Orders and Appropriation Scheme Costs and Compensation Funding
2.2 Subject to the provisions of this Deed (including without limitation the provisions of this clause 2)
and the provisions of the CLSA, the Buyer shall pay to the Council any and all of the (i) CPO
Compensation and Costs and/or (ii) Closure Orders Compensation and Costs and/or (iii)
Appropriation Scheme Compensation and Costs PROVIDED THAT unless otherwise expressly
agreed in writing by the Buyer:
(a) no CPO Compensation and Costs and/or Closure Orders Compensation and
Costs shall be payable (other than in respect of a Blight Notice) unless and
until the Buyer has served on the Council pursuant to the terms of the CLSA in
respect of any relevant Phase a CPO Start Notice and (where Third Party
Interests are being acquired by use of a GVD or notice to treat or notice of
entry) a relevant VP Requirement Notice; or
43466831 1.MD
(b) no Appropriation Scheme Compensation and Costs in respect of an Appropriation
Scheme shall be payable unless and until a Buyers Appropriation Scheme Notice has
been served on the Council.
23 Subject to clause 2.4, all CPO Compensation and Costs and Closure Orders Compensation and
Costs shall be Allowable Capital Expenditure and the provisions of the CLSA relating to Allowable
Capital Expenditure shall apply.
2.4 The following costs and compensation shall not be Allowable Capital Expenditure:
2.4.1 any costs incurred by the Buyer itself (but not including any costs paid, payable or
deemed to have been paid by the Buyer to the Council pursuant to the terms of this
Deed) in connection with any CPO, Blight Notice, Appropriation, Appropriation Scheme or
Closure Order (whether or not such costs are incurred in connection with this Deed);
2.4.2 any CPO Compensation and Costs arising from or in consequence of that part of a CPO
for the acquisition of Third Party interests or Third Party rights within paragraphs (b), (c)
or (a)(iii) of the defined term CPO;
2.4.3 any Appropriation Scheme Compensation and Costs; and
2.4.4 any CPO Compensation payable in respect of the compulsory purchase of a Third Party
Interest which has been acquired by the Buyer pursuant to and in accordance with the
provisions of the CLSA to the extent that such CPO Compensation has already been
accounted for as Allowable Capital Expenditure pursuant to the CLSA.
2.4.5 in relation to that part of Mund Street which is shown coloured blue on the Option Land
Plan annexed to the CLSA, any CPO Compensation and Costs payable in respect of the
compulsory purchase of any Third Party Interest therein, or any Closure Orders Costs
relating thereto.
2.5 in respect of any Non-Deductible Compensation and Costs these shall only be payable by the
Buyer if such costs are incurred in accordance with the Non Deductible Approved Expenditure
Scheme and no more than a maximum of 10 (ten) percent over the estimate produced pursuant to
the provisions of Schedule 2 without first providing further estimates in respect of any anticipated or
potential further excess to be submitted to the Buyer as though they were further comments of the
Council pursuant to paragraph 2.2 of Schedule 2 and thereafter the Buyer shall consider the further
comments of the Council in accordance with paragraph 2.3 of Schedule 2.
2.6 The Buyer shall only be obliged to make a payment in respect of CPO Compensation and Costs or
Closure Orders Compensation and Costs to the extent that it is required to do so in accordance
with or as required by the provisions of this Deed or the CLSA.
4346831 11A4D
27 The Buyers liability to pay the CPO Compensation and Costs and Closure Orders Compensation
and Costs, other than Non-Deductable Compensation and Costs, shall be limited to the Total CPO
and Closure Orders Compensation and Costs Sum unless the Buyer has expressly agreed
otherwise with the Council in writing.
2.8 The Buyers liability to pay the CPO Costs and the Closure Orders Costs, other than Non-
Deductible Compensation and Costs, shall be limited to the Total CPO and Closure Orders Costs
Sum unless the Buyer has expressly agreed otherwise with the Council in writing.
2.9 If there is an ability by the Council to claim costs or claim reimbursement from the owner of a Third
Party Interest in relation to CPO Costs or Closure Orders Costs as applicable, the Council shall use
its reasonable endeavours to claim such costs or obtain such reimbursement and shall promptly
(and in any event within ten (10) Working Days) reimburse the Buyer (minus the reasonable and
proper costs of the Councils costs in obtaining such reimbursement which shall not exceed the
amount of such reimbursement unless expressly agreed by the Buyer) such amount obtained to
the extent that the Council has received money from the Buyer in respect of such CPO Costs or
Closure Order Costs.
2.10 Except where the Council has served a notice pursuant to clause 2.12 and except in respect of
internal Legal Costs and other internal costs which are not Indemnified Internal Legal and Other
CPO Costs or Appropriation Scheme Costs, the Council shall consult with the Buyer so far as
possible in advance of incurring any CPO Costs or Closure Orders Costs in excess of 750 (seven
hundred and fifty pounds) in aggregate per Third Party Interest claim and shall consult with the
Buyer and take account of the Buyers input prior to settling any such claim for CPO Costs or
Closure Orders Costs in excess of 750 (seven hundred and fifty pounds) and shall be obliged to
take reasonable steps to mitigate all CPO Costs and Closure Orders Costs incurred and the Buyer
shall not be liable to pay any CPO Costs or Closure Orders Costs arising from the Councils breach
or non-performance of this sub-clause.
2.11 If the Council acquires Third Party Interests which require registration at the Land Registry the
Buyer has the option in its absolute discretion to notify the Council if and when and if at all it wishes
to procure the preparation of the necessary applications for use by the Council and the Buyers
costs and the registration fees will be Allowable Capital Expenditure.
2.12 The Council may at any time elect by notice in writing served in accordance with paragraph 5.6.6 of
Schedule 6 to the CLSA to bear responsibility for any and all of the CPO Compensation and Costs
and Closure Orders Compensation and Costs (but will not be under any obligation to do so). From
the date on which the notice takes effect the provisions of this Deed in relation to CPO
Compensation and Costs and Closure Orders Compensation and Costs will not apply to the CPO
Compensation and Costs and Closure Orders Compensation and Costs specified in the notice.
Payment Provisions
4346631 .1 .MI:)
10
213 The Buyer shall make a payment due pursuant to clause 2.2 within twenty five (25) Working Days
of receipt of a monthly invoice from the Council with a detailed breakdown of the relevant CPO
Costs and Compensation and/or Closure Order Costs and Compensation and/or Appropriation
Scheme Costs and Compensation payable and providing details of the Third Party Interest or other
property or matter in respect of which the amount is payable and in the event of any dispute
between the parties in respect of such payment or the adequacy of such detailed breakdown or
such details provided by the Council which is unresolved within twenty (20) Working Days of such
dispute arising, the dispute shall be resolved pursuant to clause 5.
Liability Post Termination of this Deed
2.14 The Buyer shall have no obligation to make any payment under the terms of this Deed if this Deed
has been terminated EXCEPT TO THE EXTENT THAT if after this Deed is terminated there is still
a legal liability, arising prior to the date of termination, upon the Council to pay any CPO Costs and
Compensation or Closure Orders Costs and Compensation which the Council was legally required
to pay or was statutorily or legally liable for arising other than as a consequence of the service
upon the Council of a Blight Notice or arising as a consequence of the service on the Council of a
Blight Notice served in each case prior to the date of termination of this Deed, in which case the
Buyer shall remain obligated to make any such payment PROVIDED THAT such CPO Costs and
Compensation or such Closure Orders Costs and Compensation shall be determined in
accordance with this Deed as if the Deed still had effect.
2.15 If any payment of CPO Costs and Compensation or Closure Orders Costs and Compensation are
made after termination of this Deed or after termination of the CLSA to fund the acquisition of a
Third Party Interest, the Council shall use such payment to acquire such Third Party Interest and,
upon the acquisition of such Third Party Interest by the Council, such Third Party Interest shall be
transferred by the Council to the Buyer as if the transfer provisions of the CLSA in respect of Third
Party Interests acquired pursuant to a CPO still had effect.
2.16 If the Council either makes a GVD or serves any notice to treat or notice of entry, after this Deed
has been terminated or the CLSA has been terminated, the Council shall not be entitled to any
payment pursuant to this Deed in respect of the same or the consequences of the same.
Blight Notice
2.17 Where:
2.17.1 a Blight Notice is served upon the Council in respect of a Third Party Interest in the
Option Land under section 150 of the Act citing paragraph 5 of schedule 13 to the Act as
the reason why the Third Party Interest is blighted land as a consequence of the adoption
of the SF0; and
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11
2.1 7.2 after making an Approved CPO any Blight Notice is served upon the Council as set out in
Clause 2171(a) above and/or in respect of a Third Party Interest included in the
Approved CPO citing paragraph 22 of Schedule 13 to the Act as the reason why the Third
Party Interest is blighted land
then the following provisions shall apply:

217.3 the Council will act promptly and no later than ten (10) Working Days after service of the
Blight Notice deliver a copy of the Blight Notice to the Buyer, together with copies of any
supporting correspondence and documents which the Council received in relation to it
and thereafter the Council and the Buyer shall exchange any relevant advice,
documentation, correspondence and reports received and issued by them in respect of
valuations and negotiations by them for the Third Party Interest and shall at all times:
(a) assist and collaborate with each other by supplying such relevant information in
its possession to each other and if applicable as advised by Counsel; and
(b) proceed diligently and take prompt action and secure prompt advice and
involvement of Counsel according to relevant time constraints;

2.1 7.4 within fifteen (15) Working Days after service on the Council of such Blight Notice:
(a) the Council will and the Buyer may investigate the grounds for service of such
Blight Notice and a counter-notice to the Blight Notice;
(b) the Council will consult with the Buyer to discuss whether in their respective
opinions the Blight Notice is valid and the availability of any grounds for the
service of a counter-notice by the Council and will have due regard to the
Buyers representations concerning in respect thereof;
(c) the Council shall provide its preliminary view to the Buyer in respect of whether
the Blight Notice is valid and the availability of any grounds for the service of a
counter-notice by the Council ("the Councils Preliminary View"); and
(d) the Council will report to the Buyer the value of the Third Party Interest and the
CPO Compensation which may be payable to the owner of the Third Party
Interest;
(e) within a target timetable of five (5) Working Days of the Council providing the
Councils Preliminary View to the Buyer but in any event prior to ten (10)
Working Days before the expiry of the period within which a counter-notice must
be served by the Council if the relevant Blight Notice is valid, if either party so
elects, the opinion of Counsel instructed jointly by the Council and the Buyer will
43466n-1.1 % M
12
be sought as to the validity of the Blight Notice and/or the availability of any
grounds for the service of a counter-notice by the Council and the Buyer shall
be entitled to input into the instructions to Counsel and supplied with copies of
all instructions and documentation supplied to Counsel and be invited to attend
all consultations and conferences with Counsel and receive copies of all the
advice given by Counsel;
(f) if in the opinion of the Council (or Counsel if applicable) there exists a lawful
ground for the service of a counter-notice then the Council will, unless the Buyer
otherwise requests or the Councils Solicitors (or Counsel if applicable) advise
to the contrary, serve such a counter-notice;
(g) if contrary to the advice of Counsel and/or the Councils Solicitors the Council
does not serve a counter-notice and accepts a Blight Notice then the Council
shall not be entitled to any payment pursuant to this Deed for any CPO
Compensation and/or CPO Costs which are thereby incurred.

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

3.1 If a third party:

3.1.1 objects to a CPO submitted to the Secretary of State for confirmation;
3.1 .2 objects to a draft Closure Order or Closure Order submitted for confirmation to the
Secretary of State (as appropriate) made or applied for by either the Council or the Buyer;
3.1.3 objects to a counter-notice served by the Council in response to a Blight Notice and
refers the notices to the Upper Tribunal (Lands Chamber);
3.1.4 refers an issue of disputed CPO Compensation or Closure Order Compensation or
Appropriation Scheme Compensation to the Upper Tribunal (Lands Chamber) including a
disputed counter-notice served by the Council in respect of a Blight Notice to the Upper
Tribunal (Lands Chamber);
3.1 .5 challenges by way of Judicial Review an Appropriation or the implementation of an
Appropriation Scheme; or
3.1.6 appeals to the Court of Appeal from a decision of the Upper Tribunal (Lands Chamber)
and as appropriate to the Supreme Court
in addition to and subject to the applicable provisions of the CLSA (in particular schedule 6 thereof)
and this Deed, then the Council and the Buyer shall:
43466831 1MD
13
3.1.7 assist and collaborate with each other by supplying such relevant information in its
possession to each other, and if applicable as advised by Counsel; and
3,1 .8 at all times proceed diligently and take prompt action and secure prompt advice and
involvement of Counsel according to the time constraints of any appropriate forum for
determining the issue; and
3.1 .9 in respect of such a reference to the Upper Tribunal (Lands Chamber):
(a) the Council shall consult with the Buyer regarding the conduct of such a
reference and fully involve the Buyer in the consideration of all evidence and
instructions to witnesses and Counsel to represent the Council in respect of
such a reference; and
(b) upon receiving the decision of Upper Tribunal (Lands Chamber), if the Buyer or
the Council reasonably considers the decision unfavourable and either party
elects within 20 (twenty) Working Days of the decision, the Buyer and the
Council shall elect to jointly seek Counsels opinion as to whether there are any
grounds for appealing such decision. If Counsel advises that there is at least a
50% chance of success on appeal of any CPO Compensation being reduced by
an amount greater than the cost of such an appeal (and the impact (if any) of
the decision or of a potential successful appeal on the valuation of other Third
Party Interests shall be taken into account in the calculation of the potential
reduction in any CPO Compensation), then at the request of the Buyer an
appeal shall be made to the Court of Appeal by the Council and on the same
basis an appeal may be made from the Court of Appeal to the Supreme Court
at the request of the Buyer.

4. VALUE ADDED TAX AND SDLT

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

4.2 The parties to this Deed will use their reasonable endeavours to structure the transactions
envisaged by this Deed and the agreements which are referred to in it to procure the most
economically advantageous result available by the use of legitimate measures to reduce the
incidences of VAT and SDLT, and the parties shall exchange information and advice from time to
time in these respects and generally continue throughout the Development to co-operate and take
steps with this intent providing it shall not be outside the Councils statutory powers to do so.

4.3 Where the Council is required to pay VAT on any supplies made under or in connection with this
Deed which the Council is unable to recover under Section 33 of the Value Added Tax Act 1994
the Buyer will pay to the Council any such VAT that is not recoverable.
43466831 1MD
14
a1iuII
5.1 Any dispute or difference arising between the parties under this Deed, other than a dispute or
difference which is in respect of the meaning or construction of this Deed or where it is specifically
provided by this Deed to the contrary, shall be referred to and determined by an independent
person (the Expert") if so required by either of the parties by notice to the other party.
5.2 The Expert shall have been professionally qualified for not less than ten years and shall have
substantial recent experience in respect of the subject matter of the dispute or difference and shall
be a specialist in relation to such subject matter.
5.3 The Expert shall be appointed by agreement between the parties within 15 (f ifteen) Working Days
of the notice referred to in Clause 5,1, or in the case of a dispute as to the Councils Legal Costs
within 15 (fifteen) Working Days of service of the Buyers points of dispute referred to in Clause
5.4.2, on the application of either of the parties by such one of the following persons as the parties
shall agree to be appropriate having regard to the nature of the dispute or difference in question:
5.3.1 the Chairman for the time being of the Bar Council;
5.3.2 the President for the time being of the Royal Institution of Chartered Surveyors;
5.3.3 the President for the time being of the Law Society
or, in any such case, his duly appointed deputy or any other person authorised by him to make
appointments on his behalf.
5.4 If the Buyer wishes to refer a dispute concerning the amount of the Councils Legal Costs to the
Expert, it shall give notice in writing to that effect to the Council pursuant to Clause 5.1 and the
Council shall serve on the Buyer, within 20 (twenty) Working Days of receiving such notice, a bill of
costs in a form similar to that which would be required if prepared pursuant to Part 47 of the Civil
Procedure Rules.
5.5 Within 20 (twenty) Working Days of receipt of such bill of costs, the Buyer shall serve on the
Council its points of dispute to the Councils bill of costs in a form similar to that which would be
required if prepared pursuant to Part 47 of the Civil Procedure Rules.
5.6 Following service of the Buyers points of dispute, and in default of agreement, either party may
then refer the matter to the Expert and the bill of costs and points of dispute shall be included within
such instructions to the Expert.
5.7 If within fifteen (15) Working Days after service of the notice referred to in Clause 5.1, or in the
case of a dispute as to the Councils Legal Costs within 15 (fifteen) working days of the service of
the Buyers points of dispute in accordance with Clause 5.5, the parties have been unable to agree
which of the persons referred to in Clause 5.3 is appropriate to appoint the Expert then:
43466P3 1.1 ML
15
5.7.1 in the case of a dispute as to the Councils Legal Costs the Expert will be appointed, on
the application by a party to this Deed by the President for the time being of the Law
Society;
5.7.2 in the case of a dispute on a matter other than the Councils Legal Costs on the
application by a party to this Deed by the President for the time being of the Royal
Institution of Chartered Surveyors.

5.8 Whenever the Expert is to be appointed under this Clause he shall act as an expert and not as an
arbitrator and the following provisions shall have effect:
5.8.1 the Experts decision --,hall in the absence of
m..
nifest error be final and hind inn
upon the
parties;
5.8.2 the Expert will allow the parties to make either written or oral representations to him within
such time limits as he shall specify, which time limits shall be as short as he shall
consider practicable in the circumstances but will not be in any way fettered by such
representations and counter-representations and will rely on his own judgment (and such
period cannot be extended without the consent of the parties);
5.8.3 the Expert shall make available to each party copies of the other partys representations
and allow the other party to make further written representations thereon, to which Clause
5.6.2 shall apply;
5.8.4 the Expert shall as quickly as possible thereafter notify the parties in writing of his
determination of the dispute or difference referred to him and in any event within 15
(fifteen) Working Days of receipt of instructions as to the dispute by the referring party or
within such extended period as the parties may agree in writing;
5.8.5 the parties shall use reasonable endeavours to procure that the Expert shall give his
decision with reasons as speedily as possible and shall give such assistance to the
Expert as the Expert considers and notifies the parties that he considers necessary to
carry out his function; and
5.8.6 the costs of appointing the Expert and his costs and disbursements in connection with his
duties under this Deed shall be shared between the parties in such proportions as the
Expert shall determine or in the absence of such determination equally between them.

5.9 If the Expert shall die or become unwilling or incapable of acting or in the reasonable opinion of
either party shall delay his determination avoidably or if for any other reason he shall not deliver his
decision, either party shall be entitled to apply to the President for the time being of the relevant
professional institution to discharge the Expert and appoint another in his place and the time limits
43466831 1MD
16
referred to above shall accordingly be extended and run from the date of the appointment of any
such replacement Expert.
5.10 Where the Buyer disputes the amount of the Councils Legal Costs (or any part of the Councils
Legal Costs) pursuant to this Clause 5 but the Buyers dispute is not upheld by the Expert, interest
shall accrue on the Councils Legal Costs (or the disputed part of the Councils Legal Costs) on a
daily basis from the date on which it gives notice to the Council pursuant to clause 5.4 up to the
date of actual payment at the Prescribed Rate.
6. NOTICES AND OTHER REQUESTS DEMANDS APPROVALS AND CONSENTS
........... .1 -------_...J.....4.-.. \........4 ...L....II I-S.-. ._...._.4....
All notices, ItIUtbt, (JI IdI IUb, approvals and consents lb IVtI I under this UUshall L) made II
accordance with clause 35 of the CLSAwhich shall apply to this Deed mutatis mutandis.
r IH1*i
Clause 37 of the CLSAshall apply to this Deed mutatis mutandis.
8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
8.1 This Deed does not create any rights enforceable by any person not a Party to it except that a
person who is the permitted successor to or assignee of the rights of a Party is deemed to be a
Party of this Agreement.
8.2 Save where expressly required by the provisions of this Deed this Deed may be rescinded or
varied by the Parties hereto without the consent of or the need to give notice to any person not a
party to it.
9. CONTINUANCE OF AGREEMENT
Notwithstanding the completion of any of the transfers of land or other dispositions or dealings
envisaged by this Deed or the CLSAthis Deed shall remain in full force and effect in relation to
anything remaining to be done performed or observed hereunder on the part of any of the parties
hereto.
Subject to Clause 11 of this Deed, clause 47 (Confidentiality) of the CLSAshall apply to this Deed
mutatis mutandis.
Clause 46 (Freedom of Information) of the CLSAshall apply to this Deed mutatis mutandis.
43466831 1MD
17
Clause 4810 of the CLSA shall apply to this Deed mutatis mutandis.
C %01
M19i CCTAT9iit.I icC
I s) J*.J I I_JI I I I .J IxF.. VV"I )
Nothing contained or implied in this Deed shall unlawfully prejudice or unlawfully affect the rights,
powers, duties and obligations of the Council in the exercise of its functions as a local planning
highways or building regulations authority or as a local authority under any statutory provisions and
the rights, powers, duties and obligations of the Council under all public and private statutes, bye
laws, orders and regulations may be as fully and effectively exercised in relation to the Earls Court
Rr1cner2flcn qitp, c1nrl th flvrnmnf
14. TERMINATION
This Deed shall automatically terminate and expire on the same date as the CLSA is terminated or
expires Provided That clauses 2.1, 2.13 to 2.15 inclusive of this Deed shall continue to apply
notwithstanding any such termination or expiry.
15, ALIENATION
Contemporaneously with any assignment or novation of the CLSA pursuant to and in accordance
with Clause 42(Alienation) or Schedule 17 of the CLSA, the Buyer shall assign or novate (as the
case may be), this Deed to the relevant third party assignee or novatee (and the Council shall be a
party to any such assignment or novation as required).
16. GOVERNING LAW
16.1 Without prejudice to clause 5 and unless expressly stated otherwise in this Deed or the provisions
of the CLSA which apply to this Deed the provisions of clause 48.12of the CLSA shall apply to this
Deed mutatis mutandis.
17. GUARANTORS OBLIGATIONS
The Guarantor is joining as a party to this Deed for the purposes of acknowledging that its
obligations in respect of guaranteeing the Outstanding Liabilities under the CLSA extend to and
include guaranteeing the liabilities of the Buyer pursuant to this Deed subject to and in accordance
with the provisions of Schedule 1 of the CLSA.
IN WITNESS whereof the parties have executed this agreement as a Deed and delivered the same the day
and year first before written.
4346831 .1MD
18
CPO COMPENSATION AND COSTS AND CLOSURE ORDERS COMPENSATION AND COSTS AND
1 CPO COMPENSATION AND CLOSURE ORDERS COMPENSATION
CPO Compensation (excluding Appropriation Scheme Compensation) and Closure Orders
Compensation means as applicable any monies properly payable to a claimant by the Council
under the Code (a) as a result of the acceptance of a valid Blight Notice by the Council in
accordance with this Deed or confirmation by the Upper Tribunal (Lands Chamber) of a valid Blight
-------------- - --------------- -- - -------SLAL....__u
NOUUt UI U) UI.UII1IUHoi t WU riiyIFI1Ut by yiiIIiIi by iII Louiiuii uagreed by the
Buyer) or by the Buyer on the Councils behalf or (c) pursuant to a notice to treat or GVD or (d) the
making and/or implementation of any Satisfactory Closure Orders or (e) Appropriation in each case
including and in accordance with the following:
1.1in respect of compensation payable as a result of:
1.1.1the acceptance of a valid Blight Notice by the Council;
1.1.2 the purchase price and any compensation for any Third Party Interests which the Council
is required by a valid Blight Notice to acquire and subsequently acquires with the
agreement of the Buyer including:
(a) the value of the Third Party interests;
(b) severance, injurious affection, disturbance payments made pursuant to the
Land Compensation Act 1973, and other matters not directly based on the value
of land; and
(c) compensation pursuant to Section 68 of the Lands Clauses Consolidation Act
1845 and Sections 10 and 20 of the Compulsory Purchase Act 1965
and including any and all of the above in respect of Third Party Interests which the Council is
required to purchase or otherwise acquire as a result of any Blight Notice and in each case in
connection with the Development and the Option Land and/or other CPO Land and in consequence
of the adoption of the SPD and/or pursuant to a Satisfactory CPO and/or the making and/or
implementation of a Satisfactory Closure Order and/or Appropriation.
1.2 All loss payments arising on acquisition to which any owner or occupier is entitled and is paid as a
result of the acquisition consequent upon the service of a Blight Notice or the taking of possession
of the Option Land and/or of the CPO Land or any part thereof.
434668311\MD
19
1.3 Any advance payment of compensation which the Council is required to make in respect of all or
any part of the Option Land pursuant to the acquisition and taking of possession of the Third Party
Interest under the provisions of sections 52, 52ZA, 52ZB, 52ZC and 52A of the Land
Compensation Act 1973.

1.4 Compensation pursuant to a Satisfactory CPO for the acquisition of any other land which is
required to be acquired by the Council following the service of a notice served pursuant to section 8
of the Compulsory Purchase Act 1965 or section 12 of and Schedule 1 to the Compulsory
Purchase (General Vesting Declarations) Act 1981, including the value of the land or rights,
severance, injurious affection, disturbance and other matters not directly based on the value of
land.

1.5Any other form of statutory compensation properly payable by the Council pursuant to a
Satisfactory CPO and/or Satisfactory Closure Order and/or in respect of a Third Party Interest
which the Council is required to purchase or otherwise acquire as a result of any Blight Notice
and/or in respect of an Appropriation.

2. CPO COSTS AND CLOSURE ORDERS COSTS

2.1 The CPO Costs and Closure Orders Costs shall comprise all reasonable and proper costs and
expenses (including fees, disbursements and VAT to the extent that VAT is not recoverable)
reasonably and properly incurred by the Council as acquiring authority or promoting authority in
respect of Appropriation and/or in promoting a CPO, a Closure Order or dealing with a Blight Notice
(including a counter-notice to a Blight Notice) except:
2.1 .1 where such a CPO is not an Approved CPO, such CPO Costs and Closure Orders Costs
incurred after it is made; or
2.1 .2where such CPO is not a Satisfactory CPO, such CPO Costs and Closure Orders Costs
incurred after it is confirmed;
2.1.3 where a Closure Order is not an Approved Closure Order, such CPO Costs and Closure
Orders Costs incurred after it is applied for or made by the Council, or a Closure Order is
not a Satisfactory Closure Order after it has been confirmed or made by the Council, such
CPO Costs and Closure Orders Costs incurred after it is confirmed or made;
2,1 .4 where after an Approved CPO is confirmed it is not a Satisfactory CPO and a Blight
Notice is thereafter served upon the Council citing paragraph 22 of Schedule 13 to the
Act as the reason for blight;
but including (subject to those exceptions listed above):
43466831.1.MD
20
2.1.5 all reasonable and proper costs, fees and expenses in respect of a CPO, Blight Notice,
counter-notice to a Blight Notice, Closure Orders and Appropriation and any Inquiry in
relation to the same, including those of Counsel, other external consultants and external
PYnt \AfltflSRPS

2.1.6 the Councils reasonable and proper external Legal Costs and valuation and other costs,
fees and expenses in respect of the promotion preparation and procedural requirements
of a CPO and any Appropriation, and the implementation of a Satisfactory CPO and any
Satisfactory Closure Order including those in connection with the following:
(a) the obtaining of any necessary resolution of the Council to make an Approved
CPO and/or an Approved Closure Order and/or an Appropriation;
(b) investigations and enquiries as to the current ownerships of Third Party
Interests;
(c) the preparation of notices of the making of an Approved CPO and/or an
Approved Closure Order and/or Appropriation and (as relevant) confirmation of
a Satisfactory CPO and Satisfactory Closure Order and service of those
statutorily required notices on all relevant owners and third parties entitled to
receive those notices;

2.1.7 all reasonable and proper costs, fees and expenses in connection with the preparation
and publication of appropriate notices in the press as required by law in respect of an
Approved CPO and/or an Approved Closure Order and/or Appropriation prior to
confirmation and a Satisfactory CPO and/or Satisfactory Closure Order post confirmation;

2.1.8 notwithstanding paragraphs 2.1.1 to 2.1.3 above, all reasonable and proper costs and
expenses (including fees, disbursements and VAT to the extent that VAT is not
recoverable) reasonably and properly incurred by the Council in respect of:
(a) any CPO which the Buyer has decided to treat as a Satisfactory CPO pursuant
to Part 1 of Schedule 6 to the CLSA; and
(b) any Closure Order which the Buyer has decided to treat as a Satisfactory
Closure Order pursuant to Parfti of Schedule 6 to the CLSA

2.1 .9 all reasonable and proper costs, fees and expenses in connection with the submission of
an Approved CPO and/or an Approved Closure Order as appropriate to the Secretary of
State;
1346631.1\MD
21
2110 all reasonable and proper costs, fees and expenses in connection with the making of a
GVD or serving notices to treat with notices of entry including any preparatory steps in
respect of the same pursuant to a Satisfactory CPO or accepted Blight Notice;
21.11 the costs of an inspector appointed by the Secretary of State to conduct an Inquiry in
respect of an Approved CPO and/or an Approved Closure Order;
2.1.12 SDLT and HM Land Registry fees arising out of the acquisition by the Council of any
Third Party Interests and the vesting of such Third Party Interests in the Council and/or
transfer to the Buyer;
2.1.13 all reasonable and proper costs reasonably and properly incurred by the Council,
including the payment of costs of any other party, as a result of taking or defending any
action before the Upper Tribunal (Lands Chamber) arising out of the service of a Blight
Notice and/or counter-notice to a Blight Notice and/or pursuant to a Satisfactory CPO
and/or Satisfactory Closure Order including any costs awarded to any other party by the
Upper Tribunal (Lands Chamber) and any appeal therefrom;
2.1.14 all reasonable and proper legal, valuation and other expenses which the Council
reasonably and properly incurs or is required to pay to any third party in connection with
any CPO Compensation and/or Closure Orders Compensation including the negotiation
of compensation, transfer or conveyance of title, or in connection with the settling of
objections raised against an Approved CPO and/or an Approved Closure Order;
2.1.15 all reasonable and proper fees of the Selected Agent and land referencers in respect of a
CPO;
2.1.16 all irrecoverable VAT or other tax or duty which the Council shall be required to pay in
connection with any sums payable by the Buyer in this Schedule; and
2.1.17 all statutory interest payable in connection with any sums payable by the Buyer in this
Schedule.
and in each case in respect of the Councils internal Legal Costs or other internal costs these shall
be limited to where such internal Legal Costs or other internal costs are Non-
and Costs (Indemnified Internal Legal and Other CPO Costs")

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

2.3 CPO Costs, CPO Compensation, Closure Orders Costs and Closure Orders Compensation
counted under one head (as set out in this Schedule 1) shall not, to that extent, be counted under
another head.
4346631.1MD
22
3.1 Appropriation Scheme Compensation shall comprise any monies properly payable to a claimant by
the Council resulting from:
3.1 .1 acquisition of a Third Party Interest in the Appropriation Scheme Land by the Council (if
agreed by the Buyer) or by the Buyer on the Councils behalf; and/or
3.1 .2 the making and/or implementation of any Appropriation Scheme, in each case including
and in accordance with the following:
(a) in respect of compensation payable as a result of the purchase price and any
compensation for any Third Party Interests which the Council is required to
acquire and subsequently acquires with the agreement of the Buyer including:
(I) the value of the Third Party Interests;
(ii) severance, injurious affection, disturbance payments made pursuant
to the Land Compensation Act 1973, and other matters not directly
based on the value of land; and
3.1.3 compensation pursuant to Section 68 of the Lands Clauses Consolidation Act 1845 and
Sections 10 and 20 of the Compulsory Purchase Act 1965 in respect of the Appropriation
Scheme;
3.1 .4 any other form of statutory compensation properly payable by the Council in respect of a
Third Party Interest which the Council interferes with as a result of an Appropriation
Scheme.
3.2 The Appropriation Scheme Costs shall comprise all reasonable and proper costs and expenses
(including fees, disbursements and VAT to the extent that VAT is not recoverable) reasonably and
properly incurred by the Council in respect of an Appropriation Scheme including:
3.2.1 all reasonable and proper costs, fees and expenses in respect of an Appropriation
Scheme and any challenge by way of judicial review, Inquiry, including those of Counsel,
other external consultants and external expert witnesses;
3.2.2 the Councils reasonable and proper internal and external Legal Costs and valuation and
other costs, fees and expenses in respect of the promotion preparation and procedural
requirements of an Appropriation Scheme, and its implementation, including those in
connection with the following:
(a) the obtaining of any necessary resolution of the Council to make and implement
an Appropriation Scheme;
43466831 1MC
23
(b) investigations and enquiries as to the current ownerships of Third Party
Interests;
(c) the preparation of notices of the making of an Appropriation Scheme and (as
relevant) confirmation of an Appropriation Scheme and publication of
appropriate notices in the press as required by law service of those statutorily
required notices on all relevant owners and third parties entitled to receive those
notices;
3.23 SDLT and HM Land Registry fees arising out of the acquisition by the Council of any
Third Party Interests and the vesting of such Third Party Interests in the Council and/or
transfer to the Buyer;
3.2.4 all reasonable and proper costs reasonably and properly incurred by the Council,
including the payment of costs of any other party, as a result of taking or defending any
action before the Upper Tribunal (Lands Chamber) arising out of an Appropriation
Scheme including any costs awarded to any other party by the Upper Tribunal (Lands
Chamber) and any appeal therefrom;
3.2.5 all reasonable and proper legal, valuation and other expenses which the Council
reasonably and properly incurs or is required to pay to any third party in connection with
any Appropriation Scheme including the negotiation of compensation, transfer or
conveyance of title, or in connection with the settling of objections raised against an
Appropriation Scheme;
3.2.6 all reasonable and proper fees of the Selected Agent and land referencers in respect of a
Appropriation Scheme;
3.2.7 all irrecoverable VAT or other tax or duty which the Council shall be required to pay in
connection with any sums payable by the Buyer in this Schedule; and
3.2.8 all statutory interest payable in connection with any sums payable by the Buyer in this
Schedule.
43466831.1 MD
24
SCHEDULE 2
NON DEDUCTIBLE APPROVED EXPENDITURE SCHEME
1. APPROVED NON DEDUCTIBLE EXPENDITURE
1.1 Non-Deductible Compensation and Costs to be incurred and incurred by the Council shall only be
incurred by the Council:
1.1.1 if reasonable in extent and reasonably and properly incurred in accordance with an
estimate of Non-Deductible Compensation and Costs produced in accordance with the
terms of this Schedule; or
1.1 .2 in accordance with the terms of a decision by the Expert; or
1,13 in accordance with a decision of the Upper Tribunal (Lands Chamber).
2. PROCEDURE TO PRODUCE AN ESTIMATE OF NON-DEDUCTIBLE COMPENSATION AND
COSTS
2.1 Prior to issuing a CPO Start Notice or applying for any Closure Order in respect of which Non-
Deductible Compensation and Costs may be incurred then the Buyer shall serve on the Council a
Non-Deductible Notice which shall contain a schedule of (I) the Buyers estimate of the Non-
Deductible Costs that the Council might reasonably incur and (ii) estimate (certified by an
independent surveyor not appointed as a Panel Advisor and owing a duty of care to the Council) of
the Non-Deductible Compensation that the Council might reasonably incur. The Council will
provide as far as reasonably practicable information requested by the Buyer in order to provide
such estimates.
2.2 Within twenty (20) Working Days of receipt of a Non-Deductible Notice the Council shall supply the
Buyer with its comments on the Non-Deductible Compensation and Costs that the Council is of the
opinion it might reasonably incur.
2.3 Within twenty (20) Working Days of receipt of the Councils comments the Buyer shall either refer a
dispute to the Expert pursuant to Clause 5 or shall notify the Council that its estimate is accepted
and if a reference to the Expert is not made by the Buyer within this time period the Buyer shall be
deemed to have accepted the Councils estimate and after any such acceptance pursuant to this
sub-paragraph (or as a result of the reference to the Expert) the schedule will be a Non Deductible
Approved Expenditure Scheme and the Buyer shall be able to serve a CPO Start Notice upon the
Council or apply for any Closure Order.
43466831 .1M[
25
2.4 The Parties shall keep the Non Deductible Approved Expenditure Scheme and any revision thereof
made pursuant to Clause 2.5 under review at meetings of the CPO Sub Group and/or Project
Delivery Group and if any dispute arises in relation thereto including the amount of any Non-
Deductible Compensation and Costs proposed to be incurred and/or incurred then either Party may
refer the dispute to the Expert pursuant to Clause 5.
4466$1.lMD
26
THE COMMON SEAL of
LONDON BOROUGH OF
UiIDQrjfirrLI 9CiEE UAPfi
t?- lvtvi_ijtvt IIIIII_IIIVI
)
was hereunto affixed
in the presence of:
Solicitor Authorised by the Council
/
EXECUTED as a Deed
by EC PROPERTIES W
)
in the presence of:
)
Director
EXECUTED as a Deed
by EARLS COURT LIMITED
in the presence of:
Director
D
1 , _ L~
jUtetor/Secretary
4:446631.1\MD
27