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Schedule 13

art I Seag rave Road Adverse Rights Deed2 art 2 Second Adverse Rights Deed

42878078.2\ o08 46Draft 8 November 2O12RGB/908830000119510001 11

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Dated 1

THE BURGESSESOF THE LONDON BOROUGH OFHAMMERSMITH AND FULHAM

nd

2) SEAGRAVE ROAD GP LIMITED AS GENERALPARTNER OF SEAGRAVE ROAD LP ANDSEAGRAVE ROAD NOMINEE LIMITED

Draft 6: 14 December 2012DEED OF

RIGHTS OF LIGHT AND AIRRELATING TO PREMISES ATSE GR VE RO D

LONDON SW6

Mishcon de ReyaSummit House12 Red Lion SquareLondon WC1R 4QDTel: 020 7440 7000Fax: 020 7404 598Ref: APM/20794 116

E mail: arnaud.montagnamishcon. com

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I AIN DEFINITIONS2 ROPERTY INTERESTS 2

GREEMENT4 OTICES 45 OSTS 4

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THIS DEED is made on the 01[ ] between the parties namedbelow as 1) the Owner and 2) the Adjoining Owners

1 IN DEFINITIONS1.1 hese definitions apply in this Deed:

Owner THE M YOR [ LDERMEN] NDBURGESSES OF LONDON BOROUGH OFH MMERSMITH ND FULH M of TownHall, King Street, Hammersmith, London, W69JU

djoining Owners SE GR VE RO D GP LIMITED as GeneralPartner of Seagrave Road LP company reg no7696132 and SE GR VE RO DNOMINEE LIMITED company reg no.7696293) both of whose registered office is at15 Grosvenor Street London W 1K 4QZ

Properties the following freehold properties:a) 12 Seagrave Road being the whole of

the land in title number 339781b) Premises on the South West side of

Seagrave Road including 59 61 63, 67and 69-71 Seagrave Road and 162Haiford Road being the whole of theland in title number 1NUL2230 /

c) 10 Seagrave Road being the whole ofthe land in title number 339780

d) 21 to 27 odd) Seagrave Road including1-45 Seagrave Lodge being the whole

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of the land in title number NGL207 102

e) Seagrave Road being the whole of theland in title number 339779

f Seagrave Road being the whole of theland in title number 275197

djoining Properties 1-the freehold property briefly known as theSeagrave Road Car Park being the whole of theland registered under title number NGL523 0492-the freehold property briefly known as RoxbyPlace London being the whole of the landregistered under title number BGL 43541

1.2 he following provisions apply to this Deed:

the expressions the Owner, and the Adjoining Owners shall includetheir respective successors in title and assigns for the time being totheir respective interests in the Properties and the AdjoiningProperties

1.2 .2 he parties to this Deed do not intend any of its terms to beenforceable by a third party as defined in Section 1 of theContracts Rights of Third Parties) Act 1999) except for theirrespective successors in title to the Properties and the AdjoiningProperties

JS]1 k1I3It1D11

2.1 he Owner owns the Properties free of any legal charges.

2 .2 he Adjoining Owners own the Adjoining Property.

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3 GREEMENT

3 1 he Owner with the intent to bind the Properties and each and every part ofeach of them grants to the Adjoining Owners with Full Title Guarantee for thebenefit of the Adjoining Properties and each and every part of them for theAdjoining Owners and their tenants and all those authorised by any of themthe right to develop build rebuild reconstruct modify amend vary demolishalter and/or otherwise re-develop the Adjoining Properties and every part ofthem in such manner as the Adjoining Owners and their tenants and all thoseauthorised by any of them shall think fit notwithstanding any interferencethereby occasioned to the access of light and/or air to any buildings now or atany time in the future on the Properties or any part of any of them to the intentthat the Owner its successors in title and then respective tenants and/or otheroccupiers of the Properties shall be deemed to enjoy the access and use of lightand/or air to the Properties and buildings from time to time erected thereonwith the consent and by the licence of the Adjoining Owners and theirsuccessors in title and shall not by the enjoyment thereof acquire any absoluteor indefeasible or other rights thereto from and over the Adjoining Propertiesnor acquire any right to restrain impede or control the erection of any buildingor the alteration of or reconstruction of any buildings of whatever heightelevation and width upon the Adjoining Properties.

3 2 he Owner for itself and for its successors in title to the Properties) agrees towaive all future claims against anyone which any of them or any personclaiming through or under any of them) may have in respect of any loss oflight and/or air to any part of any of the Properties and/or any buildings now orin the future erected thereon resulting from the erection of any new buildingsand/or alterations or additions to any buildings and/or other developmentworks whatsoever on the Adjoining Properties.

3 3 he Owner hereby covenants with the Adjoining Owners not to object to anyplanning application made at any time in respect of the Adjoining Propertieson the ground of it having adverse light and/or air implications or otherwisefor the buildings from time to time standing on the Properties or any of them

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Provided That nothing in this Agreement shall fetter the statutory function ofthe Owner as a local planning authority or in respect of its statutory duties

3 4 As far as the Owner is aware as at the date of this Deed it does not have anyinterest whatsoever in any other premises which could benefit from any rightsof light and/or air and/or from any other adverse rights over the AdjoiningProperties or any part of them

4. NOTICES4 1 n completion of this Deed an agreed notice of it shall be entered in the

registers of the freehold titles of each of the Properties and in the registers ofthe freehold title of the Adjoining Properties and the Owner and the AdjoiningOwners shall each ensure that applications for registration against their owntitles are sent to the Land Registry as soon as reasonably practicable after thedate of this Deed and each party shall notify the other once the appropriateentry has been made against each of its titles

5 COSTS

Each party to this Deed shall pay its own legal and other costs relating to itIN WITNESS whereof this Deed has been duly executed by the parties hereto on theday and year first before written

EXECUTED as a deed by affixing thecommon seal of THE MAYOR[ LDERM ENJ ND BURGESSESOF THE LONDON BOROUGH OFHAMMERSMITH FULHAM in thepresence Of

[The officer duly authorised on behalf ofthe ouncil]

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EXE UTED as a deed by SE GR VERO D GP LIMITED as generalpartner of Seagrave Road LP acting bya director and its secretary or twodirectors

Signature

Directorrint name

Signature

[ irector] [ ecretary]rint name

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EXECUTED as a deed by SE GR VE ignatureRO D NOMINEE LIMITED actingby a director and its secretary or twodirectors irector

Print name

Signature

Director] ISPrint name

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Dated 1121

1) THE MAYOR [ALDERMEN] AND BURGESSES OF THE LONDON BOROUGH OFH MMERSMITH ND FULH M

2)

DEED OF RELE SE OF RIGHTS E SEMENTS NDCOVEN NTS REL TING TO PREMISES T

Mishcon de ReyaSummit House

12 Red Lion SquareLondon WC1R 4QDTel: 020 7440 7000Fax: 020 7404 5982

Ref: APM 20794 116E mail:

arnaud rnontagnamishcon corn

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T BLE OF CONTENTSN o eading ageI AIN DEFINITIONS 12 PROPERTY INTERESTS 13 AGREEMENT4 NOTICES 25 COSTS 2

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THIS EE is made on the 01 [ ] between the parties named below as 1) theOwner and 2) the Adjoining Owners1 IN DEFINITIONS

1 hese definitions apply in this Deed:Owner THE MAYOR [ALDERMEN] [TBC?] AND

BURGESSES OF THE LONDON BOROUGH OFHAMMERSMITH AND FULHAM of Town Hall,King Street, Hammersmith, London, W6 9J 1J

djoining Owners [ ] company reg no. [ ]) whose registered officeisat[

Properties the following [freehold] properties: [TBC]djoining Property [TBC]

CLSA A Conditional Land Sale Agreement made between theOwner 1) EC Properties LP 2) and Earls CourtLimited 3)

1 2 he following provisions apply to this Deed:1 2 1 he expressions the Owner, and the Adjoining Owners shall include their respective

successors in title and assigns for the time being to their respective interests in theProperties and the Adjoining Property.

1 2 2 he parties to this Deed do not intend any of its terms to be enforceable by a thirdparty as defined in Section 1 of the Contracts Rights of Third Parties) Act 1999except for their respective successors in title to the Properties and the AdjoiningProperty

2 ROPERTY INTERESTS2 1 he Owner owns the Properties free of any legal charges.2 2 he Adjoining Owners own the Adjoining Property.3 GREEMENT3 1 he Owner with the intent to bind the Properties and each and every part of each of them

grants to the Adjoining Owners for the benefit of the Adjoining Property and each and everypart of it for the Adjoining Owners and their tenants and all those authorised by any of themthe right to develop build rebuild reconstruct modify amend vary demolish alter and/orotherwise re-develop the Adjoining Property and every part of it in such manner as theAdjoining Owners and their tenants and all those authorised by any of them shall think fitnotwithstanding any interference thereby occasioned to the access of light and/or air to anybuildings now or at any time in the future on the Properties or any part of any of them andnotwithstanding any interference with or infringement of any other easements and/or rightswhatsoever which the Properties or any of them or any part of them and/or the tenants or

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occupiers thereof) may have had prior to the date of this deed against the Adjoining Propertyto the intent that the Owner its successors in title and their respective tenants and/or otheroccupiers of the Properties shall be deemed to enjoy the access and use of light and/or air tothe Properties and buildings from time to time erected thereon with the consent and by thelicence of the Adjoining Owners and their successors in title and shall not by the enjoymentthereof acquire any absolute or indefeasible or other rights thereto from and over theAdjoining Property nor acquire any right to restrain impede or control the erection of anybuilding or the alteration of or reconstruction of any buildings of whatever height elevationand width upon the Adjoining Property and the subsequent use and enjoyment thereof as theowners tenants and occupiers thereof see fit

3 2 he Owner for itself and for its successors in title to the Properties) agrees to waive allfuture claims against anyone which any of them or any person claiming through or underany of them) may have in respect of any loss of light and/or air to any part of any of theProperties arid/or any buildings now or in the future erected thereon and/or in respect of theinterference with or infringement of any other easements and/or rights whatsoever any ofthem may have had prior to the date of this deed over the Adjoining Properties resulting fromthe erection of any new buildings and/or alterations or additions to any buildings and/or otherdevelopment works whatsoever on the Adjoining Property and/or its subsequent use andenjoyment as the owner tenants and occupiers thereof see fit.

3 3 otwithstanding the generality of the above provisions and for the avoidance of doubt theOwner with the intent to bind the Properties and each and every part of each of them) withfull title guarantee hereby releases the Adjoining Owners, their successors in title and theAdjoining Property and each and every part of it from all restrictive or other covenants, alleasements and all other rights or matters of any description if any) which at the date of thisdeed may affect the Adjoining Property or any part of it with the effect that from the date ofthis deed they are all extinguished.

3 4 he Owner hereby covenants with the Adjoining Owners not to object to any planningapplication made at any time in respect of the Adjoining Property on the ground of it havingadverse light and/or air implications or otherwise for the buildings from time to timestanding on the Properties or any of them and/or on the ground that it would or mightinterfere with or infringe any other rights whatsoever which the Properties or any of themmay have over the Adjoining Property even if any such rights can no longer be exercised)Provided That nothing in this Agreement shall fetter the statutory function of the Owner as alocal planning authority or in respect of its statutory duties.

3 5 s far as the Owner is aware as at the date of this Deed it does not have any interestwhatsoever in any other premises which could benefit from any rights of light and/or airand/or from any other adverse rights over the Adjoining Property or any part of it.NOTI ES

4 1 n completion of this Deed an agreed notice of it shall be entered in the registers of thefreehold titles of each of the Properties and in the registers of the freehold title of theAdjoining Property and the Owner and the Adjoining Owners shall each ensure thatapplications for registration against their own titles are sent to the Land Registry as soon asreasonably practicable after the date of this Deed and each party shall notify the other oncethe appropriate entry has been made against each of its titles.

5 COSTSEach party to this Deed shall pay its own legal and other costs relating to it.

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6 LSThe parties to this Deed do not intend it to operate and agree that it shall not operate inrespect of any rights granted or reserved to the Owner under any transfers of land enteredinto pursuant to the CLSA

IN WITNESS whereof this Deed has been duly executed by the parties hereto on the day and yearfirst before written

EXECUTED as a deed by affixing thecommon se l of THE MAYOR[ALDERMEN] AND BURGESSES OFTHE LONDON BOROUGH OFHAMMERSMITH FULHAM in thepresence of

Signature

[Director]

rint name

Signature

[Director]

EXECUTED as a deed by [ ignatureacting by a director and secretary or twodirectors

[Director]

rint name

[Director][Secretaiy]