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Schedule 16 M rSchedule 16 Term ination and ExpiryI ouncil Termination1 1 ubject to the provisions of paragraph 3 of this Schedule, if the Buyer become s Insolvent the

Counc il shall be entitled to Terminate this Agreemen t in accordance with the followingprovisions of this paragraph 1.1:

1.1.1 he Council may serve on the Buyer, any Guarantor and any Project Funder at least30 W orking Days written notice (the Termination Notice Period ) of its intention toTerminate;

1.1.2 unless prior to the expiry of the Termination Notice Period as extended pursuant toparagraph 1.1.3):a) the Buyer ceases to be Insolvent; orb) the Guaran tor or another entity (the Buyers Novatee ) (with or without a newguarantor and/or other security package) no tifies the Cou ncil that it intends to assume

direct responsibility for the outstanding obligations of the Buyer u nder this Agreem entwithin the Termination Notice Period and the Guarantor or the Buyers Novatee:i) provides to the Council a Buyer Insolvency NAV Report (or such other

evidence as may reasonably be acceptable to the Council) whichdemo nstrates that the Total NAV (as defined in the definition of BuyerInsolvency NAV Report ) taking into account the NAV of the Guarantor anyBuyers Novatee and any new guarantor and taking into account any othersecurity being offered is equal to or excee ds the O utstanding Liabilities of theBuyer as at the date of the Buyers Insolvency;

ii) provides to the Council a duly executed Deed of Novation and counterpart ofthe same; and

(iii) has or has acce ss to and can credibly man age and co-ordinate the skills andexpertise to undertake the developm ent proposed (or that part of it as has notbeen developed at the date of the Buyers Insolvency);

then following the expiry of the Termination Notice Period (extended as aforesaid) the C ouncilshall prior to the satisfaction of the requirements o f paragraph 1.1.2 be entitled to Terminatethis Agreement by further w ritten notice served on the B uyer, any Gua rantor and (subject andwithout prejudice to paragraph 3 of this Schedule 16) any P roject Funder.

1.1.3 The Termination Notice Period shall be extended to such date as shall be the later of a) theperiod of notice specified in the Co uncils Notice pursuant to paragraph 1.1.1 and (b) 10Working Da ys after it has been determined by agreement (or an Expert under clause 40 indefault of agreement) (a) whether any evidence provided under paragraph 1.1 .2(b)(i) shall bereasonably acceptable and (b) the am ount of the Outstanding Liabilities and (c) wh ether therequirements of paragraph 1.1 .2(b)(iii) have been satisfied and (d) whether the T otal NAVsatisfies the requirements of paragraph 1.1.2(b).

1.2 Buyer Insolvency N AV R eport shall be to substantially the sam e effect as the OutlineInterim N AV R eport save that:

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12.1 he Re levant Entities shall be those entities that are to have a direct liability to the Counc ilfor the performance of the O utstanding Obligations pursuant to paragraph 1.1 .2;1 .2.2 the report shall be prepared to a date after the date of the Buyer s Insolvency;1.2.3 the report shall also take into account the value of any assets being offered to the Council as

security pursuant to paragraph 1.1.2 (in addition to any security that shall remain in forcenotwithstanding such Insolvency) so far as the same are to be ch arged to the C ouncil assecurity for the performance of the Outstanding O bligations.

1.3 he Council shall within 10 Working Days of receipt execute the original and counterpart ofany Dee d of Novation provided to it pursuant to paragraph 1.1 .2(b)(ii) and return the dulyexecuted counterpart of the same to the Buyers Novatee preparatory to the com pletion of theDeed of Novation. The Deed of Novation shall be completed no later than 10 Working Daysfollowing the receipt by the Buyers Novatee of the Councils duly executed counterpart Deedof Novation.

1.4 ubject to the provisions of paragraph 3 and paragraph 1.6 of this Schedule, if the Guarantorbecomes Insolvent the Counc il shall be entitled to Terminate this Agreement in accordancewith the following provisions of this paragraph 1.4:

1.4.1 the Council may serve on the Buyer, any Guarantor and any Project Funder at least30 W orking Days written notice (the Guarantor Termination Notice Period ) of its intentionto Terminate;

1.4.2 unless prior to the expiry of a Guarantor Termination Notice Period (as extended pursuant toparagraph 1.4.3):(a ) the Guarantor ceases to be Insolvent; or(b) another entity (the Guarantors Novatee ) (with or without a new or additionalguarantor or guarantors and/or other security package) notifies the Council that it

intends to assume direct responsibility for the outstanding obligations of theGuarantor under this Agreem ent within the Gu arantor Termination Notice Period andthe Guarantors Novatee:(I) rovides to the Council a Gu arantor Insolvency NAV R eport (or such otherevidence as may reasonably be acceptable to the Council) which

demonstrates that the NAV Test shall be satisfied in accordance withparagraph 2.11 of S chedule 1 and such report shall be substantially to thesame effect as the Outline Interim N AV Report save that (a) the RelevantEntities shall include the Guarantors Novatee in lieu of the originalGuarantor (b) the report shall be prepared to a date between the date onwhich the G uarantor became Insolvent and the Relevant Assessment Dateand (c) the report shall also take into account the value of any assets beingoffered to the Council as security pursuant to 1.4.2 (b) (in addition to anysecurity that shall remain in force notwithstanding such Insolvency) so far asthe same are to be charged to the Council as security for the performance ofthe Outstanding Obligations and (d) the Relevant Assessment D ate for thepurposes of the date to w hich the report is to be prepared and for thepurposes of the N AV Test shall be the da te of the Guarantors Insolvency;and

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(ii) rovides to the Council a duly executed D eed of Novation and counterpart ofthe same

then following the expiry of the Guarantor Termination Notice Period (extended as aforesaid)the Council prior to the satisfaction of the requirements of paragraph 1.4.2 shall be entitled toTerminate this Agreement by further written notice served on the Buyer, any Guarantor(subject and without prejudice to clause 3) and any Project Funder.

1.4.3 The Guarantor Termination Notice Period shall be extended to such date as shall be the laterof (a) the period of notice specified in the Council s Notice pursuant to paragraph 1.4.1 and(b) 10 Working Days after it has been determined by agreement (or an Expert under clause40 in default of agreement) (i) whether any evidence provided under paragraph 1 .4.2(b)(i) inlieu of a G uarantor Insolvency NAV Report shall be reasonably acceptable and (i i ) the am ountof the Outstanding Obligations and (i i i ) whether the N AV Te st shall be satisfied as at theRelevant Assessment Date.

1.5 he C ouncil shall within 10 Working Days of receipt execute the original and counterpart ofany Deed of Novation provided to it pursuant to paragraph 1.4.2(b) and return the dulyexecuted counterpart of the sam e to the Gu arantor s Novatee preparatory to the completionof the Deed of Novation. The Deed of Novation shall be completed no later than 10 WorkingDays following the receipt by the Gu arantor s Novatee of the C ouncil s duly executedcounterpart Deed of Novation.

1.6 he Council shall not be entitled to serve any notice pursuant to paragraph 1.4 of thisSchedule if the Guarantor has been and remains entitled to be released from its obligationsunder the provisions of Schedule I at the relevant time.

1.7 ubject to the provisions of paragraph 3 of this Schedule, if:1.7.1 any instalment of the Advance Payment shall be unpaid for 90 Working Days after it has been

demanded in writing and becomes due to the Council under the terms of this Agreement; or1.7.2 the Buyer fails after notice in writing to comply with its obligation to grant any Replacement

Accommodation Lease w ithin 90 Working Days of the date for such completion set inaccordance with Schedule 11 save where the Council is not ready, willing and able tocomplete any such Replacement Accomm odation Leasethen the C ouncil shall be entitled to T erminate this Agreement in accordance w ith thefollowing provisions of this paragraph 17:

1.7.3 the Council may serve at least 30 Working Days written notice the Default Notice Period )of its intention to Terminate on the B uyer, any Guarantor and any Project Fund er;

1.7.4 unless prior to the expiry of a Default Notice Period the breach shall be remedied thenfollowing the expiry of the Default Notice Period (unless the breach has be en remedied) theCouncil shall be entitled to Terminate this Agreement by further written notice served on theBuyer, any Guarantor and any Project Funder.

1.8 he C ouncil shall be entitled to Terminate this Agreement in accordance with clause 6.8 and6.9 of this Agreement.

1.9 f the Trigger Notice has not been se rved on or before the Trigger Notice Long S top Date thenthe Council ma y (but not after the Trigger Notice has been se rved) serve one m onth s writtennotice upon the Bu yer, any Guarantor and any Project Funder Te rminating this Agreeme nt

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uyer Termination4 1 he Buyer may Terminate this Agreement in the circumstances and in accordance with the

provisions of clause 6 of this Agreement.

4 2 he Buyer may Terminate this Agreement by serving written notice on the Council in any ofthe following circumstances and on service of such notice, this Agreement shall Terminate):

4 2 1 a) where the Council has failed to complete any Time Critical Item by the expiry of therelevant Time Critical Item Completion Period for such Time Critical Item allowing for anyextension arising due to paragraphs 1 .3, 1.5 or 1.6 of Part 2 of Schedule 6), or b) in relationto a CPO within paragraph c) of the defined term CPO ( a Paragraph C CPO ), where 8months from the date of service on the Council of the CPO Start Notice has expired withoutsuch a Paragraph C CPO being made or where the Council fails to comply with the provisionsof paragraphs 5.6, 5.10, 5.13 or 5.14 of Schedule 6 in relation to a Paragraph C CPO;

4.2.2 where the Appropriation of Council interests pursuant to paragraph 5.10.4 of Part 1 ofSchedule 6 does not occur within the time specified in paragraph 510.4 of Part 1 of Schedule6 or fails for whatever reason;

4.2.3 where in respect of an Appropriation Scheme it has not been agreed between the Partiespursuant to paragraph 5.1.4 of Part 1 of Schedule 6;

4.2.4 where in respect of an Appropriation Scheme it has not been implemented as required byparagraph 5.1.6 of Part 1 of Schedule 6;

4.2.5 where a CPO has not been made within 6 months following a CPO Start Notice in respect ofsuch CPO or where the Council is able to confirm a CPO but fails to do so within 2 months ofbeing enabled to do so;

4.2.6 where a Council Abandonment Event has occurred;4.2.7 where the Secretary of State or any other confirming authority has either i) decided not to

confirm a Satisfactory CPO or ii) has not within 12 months of the date on which theapplication was sent to the Secretary of State for such confirmation made a decisionconfirming the same;

4.2.8 where within 20 Working Days of a written request from the Buyer do so, the Council does notmake any GVD and/or serve notices to treat or notices of entry in respect of all Third PartyInterests which are the subject of a Satisfactory CPO;

4.2.9 where the Council fails to secure vacant possession of any CPO Land and to complete theRelevant Phase Transfer and the transfer of all Third Party Interests by the relevant VP Dateapplying to the relevant CPO and this shall include any land in respect of which a VPAbandonment Event has occurred).

4.2.10 where a Satisfactory Closure Order is necessary to enable a Phase to be developed inaccordance with a Satisfactory Main Site Planning Permission and such Satisfactory ClosureOrder will not be or has not been obtained and is free from Challenge) by the VP Date forsuch Phase;

4.2.11 if the Trigger Notice has not been served on or before the Trigger Notice Long Stop Date butnot under this paragraph after the Trigger Notice has been served);

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4.2.12 if the Council fails to perform its obligations in relation to the making of payments within 90days of the same having been demanded in writing and becoming due;

4213 without prejudice to any other right of the Buyer to Terminate under any other relevantprovision of this Agreement (where the right shall arise whether or not the relevantcircumstances have arisen wholly or partly by reason of a breach by the Council of itsobligations to the Buyer) where there is a material breach of the Councils other obligationsand the Council has failed to remedy such breach within 90 days of a notice requiring suchremedy and indicating that the Buyer may Terminate this Agreement and the Buyersubsequently serves a further written notice on the Council stating that Termination will takeeffect in a further 10 working days of such further notice unless such breach is remedied priorto such Termination but without prejudice to any other specific right for the Buyer to Terminatefor such breach provided for in this Agreement; or

4.2.14 in respect of either the Development LBHF or Development RBKC there is a Challenge:i) to any resolution to grant or grant of planning permission or resolution to

grant or approval of Reserved Matters or proposed planning permission orproposed approval of Reserved Matters in relation to the Development whichis not defended by the Council unless the Council has obtained the advice ofCounsel that the Councils chances of successfully defending the Challengewere less than 40 ; or

ii) to a decision to grant planning permission in relation to the Development bythe Secretary of State or any other appropriate body other than the Counciland the Council does not seek to support and defend the decision of theSecretary of State or other body Council unless the Council has obtained theadvice of Counsel within 15 Working Days of the Challenge that the chancesof successfully defending the Challenge were less than 40 ; or

iii) to the preparation and/or adoption of the SPD from which the Councilwithdraws (unless the Council has obtained the advice of Counsel that thechances of defending the Challenge are less than 40 ); or

iv) or such Challenge in respect of (i), (ii) or (iii) has not been finally determined2 years from the date on which it commenced

43 he Buyer shall be entitled to Terminate this Agreement under this paragraph 4.3 by writtennotice to the Council (and such notice shall specifically refer to this paragraph 4.3) at any timeprior to service of a Trigger Notice provided that if the Buyer exercises its right to Terminateunder this paragraph 4.3 the provisions of paragraph 8.1 of Schedule 16 shall not apply.

5 ffect of Termination or Expiry of this greement5 1 reparation of Final ccount5.1 .1 ithin 2 months of the date of Termination or Expiry of this Agreement, the Buyer shall

prepare the Final Account for the purposes of reconciling all payments and receipts asbetween the Council and the Buyer.

5 1 2 The Buyer will prepare the Final Account which shall be audited and certified as at the FinalAccounting Date on behalf of the Buyer as set out in clause 9.4 (but subject to paragraph

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5.1.7 of this Schedule 16) and within 20 Working Days of receipt by the Council of the FinalAccount payments shall be made in accordance with the provisions of Schedule 16.

5.1.3 The Final Account shall be prepared upon normal accounting principles and so as to reflectthe matters set out in this Schedule. There shall be shown as due to the Buyer alloutstanding Allowable Capital Expenditure, Allowable Revenue Expenditure and Holding CostAllowance together with any amounts which are payable or repayable to the Buyer pursuantto paragraph 8.2 of this Schedule. The Final Account shall also show any other moneys dueand outstanding or payable from the Buyer to the Council or from the Council to the Buyer,as the case may be) under this Agreement or under the Compulsory Purchase Closure Orderand Appropriation Scheme Costs and Compensation Agreement.

5.1.4 There shall be such payments or repayments) of Allowable Capital Expenditure between theParties as is required in order to achieve the following:a) any Allowable Capital Expenditure which relates to a Property which has been

included in a Phase Completion is to be paid by the Council to the Buyer;b) any Allowable Capital Expenditure which relates to a Property which has not been

included in a Phase Completion but where title to such Property is vested in theBuyer, shall be borne by the Buyer;

c) any Allowable Capital Expenditure which relates to a Property which has not beenincluded in a Phase Completion and title to such Property is vested in the Councilshall be borne by the Council except where the Buyer elects to proceed underparagraph 5.1.4 d) below);

d) any Properties which are vested in the Council but in relation to which the Buyer haspaid or reimbursed) to the Council all Allowable Capital Expenditure incurred in theacquisition of such Properties shall be transferred by the Council to the Buyer for nilconsideration

5.1.5 All Holding Cost Allowance and Allowable Revenue Expenditure will be apportioned on a dailybasis up to the date of Termination or Expiry and shall be shown as so payable in the FinalAccount

5.1.6 Any Advance Payments which have not accrued due for payment on or before the date ofTermination or Expiry of this Agreement shall not be payable by the Buyer and all AdvancePayments which have already been paid shall be taken into account to the extent it comprisesany overpayment

5.1.7 In the event of a dispute as to the Final Account, such dispute may be referred at any time byeither Party to be determined pursuant to the provisions of clause 40 of this Agreement.

5.1.8 Within 15 Working Days after the Final Account has been agreed or determined, the Councilwill pay to the Buyer all moneys which are shown in the Final Account as being due to theBuyer and the Buyer shall pay or allow) to the Council all moneys shown in the Final Accountas being due to the Council.

5.1.9 The Final Account shall be updated and re-calculated from time to time and as often asnecessary) to take into account:

i) ny errors or omissions therein which have become apparent; or

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ii) ny matters which were not known or quantified or have arisen pursuant tocontinuing obligations of the Parties since the date when the Final Accountwas prepared (or last updated).

5.1.10 Either party may upon not less than 2 months written notice require the Final Account to be soupdated and re-calculated and all the provisions of this paragraph 5 shall apply to suchupdated Final Account

5.1 .11 The provisions of this paragraph 5 of this Schedule shall continue to apply so long as any re-calculation or updating of the Final Account is necessary.

5.2 wnership of Properties and Other Matters upon Termination or Expiry of thisAgreementUpon the Termination or Expiry of this Agreement:

5.2.1 any Option Land which has been transferred to the Buyer shall remain the property of theBuyer.

5.2.2 properties which are owned by the Buyer anywhere within the Option Land shall remain theproperty of the Buyer

5.2.3 the Parties will work together so as to mitigate and so far as practicable eliminate allremaining potential liabilities or obligations to each other under this Agreement, the BlightIndemnity Agreement and the Compulsory Purchase, Closure Order and AppropriationScheme Costs and Compensation Agreement and the Council will expressly release theBuyer from any further liability under such agreements or indemnities save to the extent thatthe Buyer is liable to the Council under clause 2.14 of the Compulsory Purchase ClosureOrder and Appropriation Scheme Costs and Compensation Agreement.

5.2.4 where construction of a Build Phase has been commenced, the Buyer shall be entitled toelect not later than 6 months after the date of Termination or Expiry of this Agreement toserve upon the Council a notice ( Run-Off Notice ) either:

i) in which the Buyer elects to complete the relevant Build Phase, grant theReplacement Accommodation Lease for the Replacement Homes thereonand complete its acquisition of the relevant Demolition Phase (or otherProperties in respect of which Replacement Homes are included in therelevant Build Phase) as if Termination or Expiry of this Agreement had notoccurred; or

ii ) to retain the Replacement Homes within the relevant Build Phase for its ownbenefit together also with any Properties within the Demolition Phase orelsewhere which are already vested in the Buyer or which the Buyer is boundin contract to any third party to purchase.

5.2.5 the provisions of this Agreement shall remain in full force and effect in relation to any Phasesincluded in a Run-off Notice Provided That in the event that completion of the relevant BuildPhase has not occurred by the date 18 months after the service of the Run-off Notice theCouncil shall be entitled to serve notice on the Buyer terminating the obligation on the Councilto transfer the relevant Build Phase in which case the provisions of paragraph 5.2.4(u) shallapply with effect from the date upon which the Council s notice is served.

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52.6 the Final Account will be prepared as at the date of Termination or Expiry of this Agreement(in accordance with paragraph 5.1.1 of this Schedule) and where a Run-off Notice has beenserved, the Final Account will be updated in accordance with paragraph 5.1 .9 of this Scheduleupon the earlier of:a) completion of the relevant Build Phase and completion of the transfer of the relevantDemolition Phase; andb) the date of the service of the Council s notice under paragraph 5,2.5 above ( Run-Off

Notice Longstop Date ).5.3 here Phase Completion of a Demolition Phase has not occurred but the Council been

granted or transferred an interest in one or more Replacement Homes in the correspondingBuild Phase (including the grant of a Replacement Accommodation Lease) then:

5.3.1 nless the Buyer opts to proceed as set out in the first alternative in paragraph 5.2.4 above,the Buyer shall retain for its sole benefit any Replacement Homes in respect of which noReplacement Accommodation Lease has been granted prior to the date of such Terminationor Expiry;

5.3.2 f so required by the Buyer the Council shall for nil consideration grant a TerminationReplacement Home Lease or transfer the freehold to the Buyer or its nominee in respect ofany Council Owned Residential Unit within or outside the Demolition Phase that shall havebeen vacated pursuant to any Standard Purchase Contract or Advance Existing PurchaseContract or by a tenant of the Council relocating to the Build Phase or that shall otherwise bevacant and in respect of which a Replacement Home shall have been provided; and

5.3.3 f so required by the Buyer the Council shall for nil consideration grant a TerminationReplacement Home Lease to the Buyer or its nominee in respect of any Replacement Homewhere a Replacement Accommodation Lease has been granted to the Council and theRelevant Replacement Home has not been provided to a Qualifying Owner pursuant to aStandard Purchase Contract or to a secure tenant relocating from the relevant DemolitionPhase.

5.3.4 all such freehold transfers or grant of any Termination Replacement Home Lease shall becompleted by the Council within 10 Working Days of such request by the Buyer PROVIDEDTHAT where the Council shall be in breach of this Agreement the Buyer shall still be entitledto claim damages for its loss as a result of such breach but any freehold or TerminationReplacement Home Lease granted to the Buyer or its nominee pursuant to these provisionsshall be taken into account in assessing such loss.

5.4 cquisition of an Existing Home under Purchase ContractsWhere this Agreement is Terminated or Expires paragraphs 3.4 and 4 of Part 3 of Schedule 2shall apply to subsisting Purchase Contracts.

ffect of Phase frustration6.1 t is agreed that there may be no partial Termination in the event that a Phase is frustrated for

any reason.6.2 n such event the Buyer shall be entitled to bring forward alternative Phases but without

prejudice to any right of either Party to Terminate this Agreement in its entirety if any of the

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Termination events in this Schedule which entitle that Party to trigger Termination haveoccurred subject to the conditions set out therein) and without prejudice to any other rightsand remedies of either PartyCouncil s Liability on Termination for Breach

7.1 here this Agreement is Terminated or Expires and the Council shall have failed to performits obligations under this Agreement then there shall be no cap on the amount of damagespayable to the Buyer in relation to any breach ( Damages ) but the Council shall only beliable to discharge those damages including any outstanding LADS that shall not have beenpaid) as provided for in this paragraph 7:

7.1 .1 o the extent that there is any unutilised balance of the LADS Cap calculated as set out inparagraph 3.2 of Part 2 of Schedule 6 the Council shall pay the balance of any such LADS ordamages for breach of the terms of clauses 2 1 to 2.11 inclusive up to the unutilised balanceof the LADS Cap) to the Buyer in cleared funds within 30 Working Days of the date ofTermination or Expiry;

7.1.2 if the LADS or any other Damages for which the Council is liable exceed the amount paidunder paragraph 7.1.1 above then the Council shall only be required to pay to the Buyertowards the discharge of any such Damages Balance sums that become payable to the Buyerunder paragraph 1.5 of Part 3 of Schedule 10 Provided That the provisions of thisparagraph 7 shall be without prejudice to the rights of the Buyer under paragraph 5 of thisSchedule in respect to payments due other than LADS or Damages) which shall applywhether or not the Council shall be in breach of this Agreement on Termination or Expiry.The Buyer s entitlement to repayment of Consideration upon Expiry orTermination of this Agreement

8.1 f this Agreement is Terminated:a) pursuant to clause 6; orb) at any time after the date 24 months from the date of this Agreement for any other

reason where there shall be no Secure Satisfactory SOS Consent at the date ofTermination or Expiry or

c) if there is a declaration of ineffectiveness or other challenge or legal proceedingsbrought by any third party which results in this Agreement or any other agreementsupplemental to this Agreement or any transfer of land hereunder) being orbecoming ineffective, unenforceable, void or illegal;

then the Council will forthwith upon such Termination, Expiry or the occurrence of suchcircumstances, repay to the Buyer the sum of 10,000,000 in repayment of theconsideration paid by the Buyer under clause 8.1.1 a)

8.2 f upon Termination or Expiry of this Agreement a Refund Termination Event exists the Buyershall be entitled to a Pro-Rata Repayment and any such repayment shall be taken intoaccount as to any overpayment) in the Final Account and shall be made by the Council to theBuyer within 30 Working Days of Termination or Expiry of this Agreement Provided That inthe event that construction of a Build Phase has been commenced the relevent DemolitionPhase linked to such Build Phase will for the purposes of calculation of the Pro-RataRepayment but not otherwise) be treated as having been transferred to the Buyer so that the

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Advance Payment deemed attributable to that Demolition Phase will not be repaid to theBuyer but without prejudice to any Pro-Rata Repayment to which the Buyer shallsubsequently become entitled if such Demolition Phase is not subsequently transferred to theBuyer) Provided Further

a) that where the Buyer shall have served irrevocable notice in writing on the Councilwaiving its entitlement pursuant to paragraph 5.3 of Schedule 16) to call for thetransfer of such Demolition Phase the relevant Demolition Phase will be treated inany recalculation of any Pro-Rata Repayment as remaining vested in the Council

b) where upon such Termination or Expiry of this Agreementi) no part of the Option Land has been transferred to the Buyerii) and either

aa) he construction of a Build Phase has commenced but the Buyer haswaived its entitlement to call for a transfer of the relevant DomolitionPhase as aforesaid or

bb) he construction of a Build Phase has not commencedthen the Buyer shall be entitled to the repayment of all Advance Payments and the terms ofparagraph 8.1 of this Schedule shall govern the return or otherwise of the sum of E10,000,000refered to in such paragraph.

8.3.1 f the Council fails to complete the sale of Gibbs Green School in accordance with any noticeto complete which has been served pursuant to the provisions of Schedule 4 or if thisAgreement is Terminated or Expires before such sale has been completed, the Buyer shall beentitled by notice to the Council either i) to affirm the provisions of this Agreement in relationto such sale in which case the Council will forthwith or if later upon the due date forcompletion of this transfer) complete the transfer of Gibbs Green School to the Buyer inaccordance with the terms of this Agreement or ii) require that the sum of 9,300,000 beingthe whole of the consideration for Gibbs Green School shall forthwith be repaid by the Councilto the Buyer but without prejudice to any other rights of the Buyer against the Council arisingin respect of such failure Provided That on payment of such sum in cleared funds theentitlement of the Buyer to call for the transfer of such property shall cease and all restrictionsimposed on the Council by the Buyer as to the use or disposal of such property shall cease tohave effect and the Buyer shall remove any relevant Land Registry entry protecting its interestin respect to such property.

8.3.2 Where the right of the Buyer to call for a transfer of Gibbs Green School shall have ceasedpursuant to paragraph 8.3.1 of this Schedule so that the Council must repay the said sum of9,300,000 to the Buyer or if Gibbs Green School has been or is to be repurchased by theCouncil pursuant to Schedule 10 then if there shall have been a transfer of part of the OptionLand so that a Pro-Rata Repayment pursuant to paragraph 8.2 is due to the Buyer onTermination or Expiry then without prejudice to the liability of the Council to make suchrepayment)a) he Apportionable Consideration shall be 90,000,000 if the Seagrave Road Houses

are included in the Option Land and 89,500,000 if they are not subject to adjustmentas provided for in clauses 8.1.4 b) ii) and 8.15

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b) he Pro-rata Repayment shall be so much of the Apportionable Considerationcalculated in accordance with paragraph 8.32 a) of this schedule which the Buyershall have paid to the Council excluding the 9,300,000 in relation to Gibbs GreenSchool that the Council must repay to the Buyer) which results in the Councilretaining the same proportion of the Apportionable Consideration so calculated inaccordance with paragraph 8.3.2 a) of this schedule as the aggregate of the acreageof so much of the Option Land as has been transferred to the Buyer pursuant toPhase Transfers bears to []acres being the total acreage of the Option Land but notincluding Gibbs Green School) Provided That where there shall be a SecureSatisfactory Secretary of State Consent at the date of Termination or Expiry of thisAgreement the Council shall in any event be entitled to retain at least 1 5,000,000being the amounts paid under clause 8.1 .1 unless in the case of 10,000,000 of

such 15,000,000) paragraph 8.1 of this Schedule applies)8.4 or the purposes of this paragraph 8;

A Refund Termination Event exists where a Refund Termination Event has occurred andsubsists as at the date of Expiry or Termination of this Agreement whether or not theexistence of the Refund Termination Event was the cause of such Termination or Expiry).Apportionable Consideration means the aggregate of the consideration specified in clauses8.1.1, 8.1.2 and 8.1.4 which aggregate is 99,300,000.00 if the Seagrave Houses areincluded in the Option Land and 98,800,000.00 if not and is also subject to adjustment asprovided for in clauses 8.1.4 b) ii) and 8.15)Pro rata Repayment means a repayment to the Buyer of so much of the ApportionableConsideration if any) which the Buyer has paid to the Council which after such repayment)results in the Council retaining the same proportion of the Apportionable Consideration as theaggregate of the acreage of Gibbs Green School and so much of the Option Land as hasbeen transferred to the Buyer pursuant to a Phase Completion bears to 20.863 acres beingthe aggregate total acreage of Gibbs Green School and all the Option Land) provided thatwhere there shall be a Secure Satisfactory Secretary of State Consent at the date ofTermination or Expiry of this Agreement the Council shall in any event be entitled to retain atleast 15,000,000 being the amounts paid under clause 8.1.1 unless in the case of10,000,000 of such 15,000,000) paragraph 8.1 of this Schedule 16 applies)

42878078 2\1o08 60Draft 8 November 201 2RGB190883 0000 119510001 11