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CLSA Schedule 19

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    CeSchedule 19

    Schedule 19 Forms of Charge

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    Schedule 19

    PART I

    FARM LANE MORTGAGE

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    PART 3

    GIBBS GREEN SCHOOL CHARGE

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    PART 4

    GIBBS GREEN SCHOOL LEGALMORTGAGE

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    PARTS

    STANDARD PROPERTY MORTGAGE

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    SNR DENTON~

    Draft: 30 November 2012ABH/90883.00001/9411414.04

    Legal mortgage of

    11 Farm Lane, Fuiham Broadway, London SW6 IPU

    Dated

    EC Properties GP Limited and EC Properties Nominee Limited(the Mortgagor)

    The Mayor and Burgesses of the London Borough of Hammersmith and Fuiham(the Council)

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    Mortgage

    Dated

    BetweenEC Properties LP a limited partnership registered in England and Wales under numberLP14695 whose registered office is at 15 Grosvenor Street, London WIK4QZ acting by itsgeneral partner EC Properties GP Limited (company number 7696161) whose registered offiqeis at 15 Grosvenor Street, London WI K 4QZ (the Mortgagor);and

    The Mayor and Burgesses of the London Borough of Hammersmithand Fulham of TownHall, King Street, Hammersmith, London W6 7JU (the Council).

    Recitals

    The Mortgagor has agreed to provide security to the Council to secure the payment anddischarge of the Secured Liabilities.

    This deed witnesses

    Definitions and interpretation

    1.1 Definitions

    In this Mortgage:

    Business Day means a day (other than a Saturday or a Sunday) on which banks areopen in London for the transaction of general business.

    CLSA means a conditional land sale agreement dated 2012 and madebetween the Council, EC Properties LP and Earls Court Limited.

    LPA means the Law of Property Act1925.

    Outstanding Liabilitieshas the meaning given to it in the CLSA.

    Property all that freehold land known as 11 Farm Lane, Fuiham Broadway, LondonSW6 1P U which is shown edged red on Plan the plan numbered ECM1O-SK0087attached to this mortgage and which comprises part of the land registered at the LandRegistry under title number NGL162125 andall of the land registered at the LandRegistry under titlenumbers NGL226384.

    Receiver means a receiver appointed pursuant to this Mortgage or to any applicablel h th l j i tl d i l d i d/

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    - (b) the Mortgagor, the Council or a Receiver includes any one or more of itsassigns, transferees and successors in title in the case of the Mortgagor, sofar as any such is permitted); and

    (c) the Council or a Receiver (except for the references in Clause 13 (Power of

    attorney)), includes its duly appointed nominees, attorneys, correspondents,trustees, advisers, agents, delegates and sub-delegates.

    1.2.2 Unless a contrary indication appears, any reference in this Mortgage to:

    (a) assets includes present, future, actual and contingent properties, revenuesand rights of every descnption whether tangible or intangible (includinguncalled share capital);

    (b) a Clause or Schedule is to be construed as a reference to the relevant clauseof, or schedule to, this Agreement;

    (c) indebtedness includes any obligation, whether incurred as principal or as

    surety, for the. payment or repayment of money, whether, present or future,actual or contingent and whether owed jointly or severally or in any othercapacity;

    (d) a disposal includes a sale, transfer, assignment, gr~nt, lease or otherdisposal, whether voluntary or involuntary, and dispose shall be construedaccordingly;

    (e) the words include(s) and including shall be construed as being by way ofillustrationor emphasis only and shall not be construed as, nor shall they takeeffect as, limiting thegenerality of any preceding words;

    (f) liabilities includes any obligation whether incurred as principal or as surety,

    whether or not in respect of indebtedness, whether present or future, actual orcontingent and whether owed jointlyor severally or in any other capacity;

    (g) the words other and otherwise shall not be. construed ejusdem generis withany preceding words where a wider cnstr uct ion is possible;

    (h) a regulation includes any regulation, rule, official directive, request orguideline (whether or not having the force of law) pf any governmental,intergovernmental or supranational body, agency, department or of anyregulatory, self-regulatory orother authority or organisation;

    i) any statute or statutory provision includes any statute or statutory provisionwhich amends, extends, consolidates or replaces it, or which has beenamended, extended, consolidated or replaced by it, and any orders,

    l ti i t t h b di t l i l ti d d i

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    under this Mortgage without the consent of any person who is not a party to thisMortgage.

    1.4 Effect asadeed

    This Mortgage shall take effect as a deed even if it is signed under hand on behalf ofthe Council.

    1.5 Law of Property (Miscellaneous Provisions)Act 1989

    The terms of any agreements or side letters in writing between any parties in relation tothe Secured Liabilities are incorporated in this Mortgage to the extent required to ensurethat any purported disposition ofan interest in Land contained in this Mortgage is a validdisposition in accordance with section 2(1) of the Law of Property (MiscellaneousProvisions) Act 1989.

    2 reation of security

    2.1 The Mortgagorcharges by way of legal mprtgage its interests in the Property up to theSecured Amount.

    2.2 If or to the extent that for any reason the charging of any Security Asset is prohibited,the Mortgagor holds it on trust for the Council.

    3 Nature of security created

    The security created under this Mortgage is created:

    (a) as a continuing security to secure the payment and discharge of the SecuredLiabilitiesup to the Secured Amount only;

    (b) in favour ofthe Council; and

    (c) with full limited guarantee (except that the covenant set out in section 3(1) ofthe Law of Property (Miscellaneous Provisions) Act 1994 shall extend to allcharges, incumbrances and rights, even if the Mortgagor does not know andcould not reasonably be expected to know about them). -

    4 Positive covenants

    The Mortgagor shall:

    4.1 observe and perform all covenants, undertakings, laws and regulations f rom t ime totime affecting the Security Asset;

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    5 Negative covenants

    Save as provided in the CLSA, the Mortgagor,shall not without the written consent ofthe Council:

    5.1 Enter into any onerous obhgation or restriction affecting the Property;or

    5.2 in relation to Land forming part of the Property:

    (a) part with possession of it, confer on any other person any right or licence tooccupy it or grant any licence to assign, underlet r:create any security over itor exercise any of the powers conferred by sections 99 and 100 of the LPA of -leasing, letting, entering into agreements for leases or lettings or accepting oragreeing to accept surrenders of leases Provided That this clause shall notprevent;

    i) the granting of leases at a market rent l~ut not for a premium) nor

    ii) the grant of any rights of access orpossession in connection with siteinvestigations or work undertaken to implement the Development asdefined in the CLSA.

    (b) allow aMyperson other than itselfto be registered under the Land RegistrationAct 2002 as proprietor, or create or permit to arise any interest whichoverrides under the Land Registration Act 2002 anl the Mortgagor shallreimburse the Council for its reasonable costs of lodging:

    i) a caution against first registration of the title to that Land; or

    ii) if that Land is unregistered, a land charge;

    (a) make an application, consent to or acquiesce in the application by any thirdparty, to the Land Registry to enter any matter on the register of title save inrelation to a mortgage permitted by clause 5.3;

    5.3 create or permit to subsist any security over the Security Asset save where suchsecurity ranks in priorityafter this Mortgage, the chargee agrees to give Notice to theCouncil prior to enforcing such charge and agrees to hold any proceeds it receives ontrust forthe Council pending satisfaction of the Secured Amount.

    6 Enforcement

    6 1 Wh i b f bl

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    prejudice to any other of its rights and remedies and withoutnotice to the Mortgagor) doall or any of the following:

    (a) exercise all the powers and rights conferred on rnortgagees by the LPA, asvaried and extended by this Mortgage, without the restrictions contained insections 103 or 109(1) ofthe LPA;

    (b) exercise the power of leasing, letting, entering into agreements for leases orlettings or accepting or agreeing to accept surrenders of leases in relation toany Security Asset, without the restrictions imposed by sections 99 a nd 100 ofthe LPA; and

    (c) subject to Clause 7.1.1 (Method of appointment and removal), appoint one ormore persons to be a Receiver or Receivers of all or any of the SecurityAssets.

    6.3 Disposal of the Security Assets

    In exercising the powers referred to in Clause 6.2(a) (Powers on enforcement), theCouncil or any Receiver may sel l or dispose of all.or any of the Security Assets on theterms snd conditions and for the consideration it can reasonably achieve at that time (In 3each case using its best endeavours).

    6.4 Applicationof moneys

    6.4.1 The Council or any Receiver shall apply moneys received by them under thisMortgage after the security created under this Mortgage ha s become enforceable in thefollowingorder:

    (as) first, in or towards the payment pro rats o f, o rthe provision prorats for, any unpaid costs and expenses of the Council and any

    Receiver under this Mortgage or which are incidental to anyReceivers appointment, together with interest at the DefaultRate (both before and after judgment) f rom the date thoseamounts became due until the date they are irrevocably paid infull;

    (bb) secondly, in or towards the payment pro rats of, or theprovision pro rata for, any unpaid fees, commission orremuneration of the Counciland any Receiver;

    (cc) thirdly, in or towards the discharge of all liabilities havingpriorityto the Secured Liabilities;

    (dd) fourthly, in or towards the discharge of the Secured Liabilitiesi h d h C il d i d

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    7.1.1 The C ouncil may not appoint a Receiver by reason only of a moratorium beingobtained, or anything being done with a view to a moratorium being obtained, undersection A of the Insolvency Act 1986.

    7.1.2 Every appointment or removal of a Receiver, of any delegate or of any other person by

    the Council pursuant to this Mortgage may be made in writing under the ha nd ofany officer or manager of the Council.

    7.2 Powers of Receiver

    Every Receiver shall have all the powers:

    (a) of the Council under this Mortgage;

    (b) conferred by the LPA on mortgagees in possession and on receiversappointed under the LPA;

    (c) in relation to) and to the extent applicable to, the Security Assets, the powers

    specified in Schedule I of the Insolvency Act 1986 (w heth er or n ot theReceiver is an administrative receiver withinthe meaning of that Act); and

    (d) in relation to the Property, which he would have if he were its absolutebeneficial owner.

    7.3 Joint or several

    If two or more persons are appointed as Receivers of the same assets, they may actjointly and/or severally so that (unless any instrument appointing them specifies to thecontrary) each of them may exercise individually all the powers and discretionsconferred on Receivers by this Mortgage.

    7.4 Receiver as agentEvery Receiver shall be the agent of the Mortgagor which shall be solely responsible forhis acts and defaults and for the payment of his remuneration.

    7.5 Receivers remuneration

    Every Receiver shall be entitled to remuneration for his services at a rate to be fixed byagreement between him and the Council and the maximum rate specified in section109(6) of the LPA shallnot apply.

    8 Protection of purchasers

    No purchaser or other person dealing with the Council or any Receiver shall be bound

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    None of the Council, any Receiveror any of their respective officers or employees shallhave any responsibilityor liability:

    (a) for any action taken, or any failure to take any action, in relation to theSecurity Assets;

    (b) to account as mortgagee in possession or for any loss upon realisation of theSecurity Asset;

    (c) for any loss resulting from any fluctuation in exchange rates; or

    (d) for any other defaultor omission in relation to all or any of the Security Assetfor which a mortgagee in possession might be liable,

    except in the case of gross negligence or wilfulmisconduct on the part of that person.

    9.2 Indemnity

    9.2.1 The Mortgagor shall indemnify the Council, any Receiver and their respectiveofficers and employees against all actions, proceedings, demands, claims, costs,expenses and liabilities incurred by them arising from any breach of the terms of thisMortgage or through the proper exercise of their powers under thisMortgage.

    9.2.2 The Council and Receiver and their respective officers and employees shall beentitled to be indemnified out of the Security Assets in respect to the actions,proceedings, demands, claims , costs, expenses and liabilities referred to in Clause9.2.1.

    10 Preservation of security

    10.1 Reinstatement

    If any payment by the Mortgagor or discharge given by the Council in respect of theobligations of the Mortgagor is avoided or reduced as a result of insolvency, liquidation,administration or any similar event:

    (a) the liabilityof the Mortgagor and the security created by this Mortgage shallcontinue as if the payment, discharge, avoidance or reduction had notoccurred; and

    (b) the Council shall be entitled to recover the value or amount of that security (upto the Secured Amount) or payment from the Mortgagor, as if the payment,discharge, avoidance or reduction had not occurred.

    10 2 f d f

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    presentation or non-observance of any formality or other requirement inrespect of any instrument or any failure to realise the full value of any security;

    (d) any incapacity or lack of power, authority or legal personality of or dissolutionor change in the members or status of the Mortgagor or any other person;

    (e) any amendment (however fundamental), replacement, variation, novation,assignment or the avoidance or termination of any document or security;

    (f) any unenforceability, illegalityor invalidityof any obligation of, or any securitycreated by , any person under any document; or

    (g) any insolvency, liquidation,administrationor similarprocedure.

    10.3 Immediate recourse

    The Mortgagorwaive~ any rightit may have of first requiring the Council (orany trusteeor agent on its behalf) to proceed against or enforce any other rights or security or claim

    payment from any person before c la iming f rom the Mortgagor under thisMortgage.This waiver applies irrespective of any law or any provis iop of any document to thecontrary. -

    10.4 Appropriations

    The Council may:

    (a) refrain from applying or enforcing any moneys, security or r ights held orreceived by it (or any trustee or agent on its behalf) in respect of the SecuredLiabilities, or, subject to Clause 6.4.1 (Application of moneys), apply andenforce the same in such manner and order as it sees fit (against the SecuredLiabili ties only) and the Mortgagorshall not be entitled to the benefit of thesame; and

    (b) hold in an interest-bearing suspense account any moneys received from theMortgagor or. on account of the Secured Liabilities.

    10.5 Additionalsecurity

    Other than as required under the CLSA (or as otherwise agreed by the parties to theCLSA), this Mortgage is in addition to, is not in any way prejudiced by and shall notmerge with any contractual right or remedy or other security now or in the future held byor available to the Council.

    11 Tacking

    h f ( ) f h d ( ) f h d

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    before the entry of this restriction, is to be registered without a written consentsigned by the proprietor for the time being of the mor tgage dated [date of Mortgage1 in favour of The Mayor and Burgesses of the LondonBorough of Hammersmith and Fuiham referred to in the charges register ortheir conveyancer (Form P).

    12.2 Furtheraction

    The Mortgagor shall, a t its own expense, promptly take any action and sign or executeany furtherdocuments which the Council may require in order to:

    (a) give effect to the requirements of this Mortgage;

    (b) protect and preserve the ranking of the Security intended to be created by orpursuant to this Mortgage with any other security over any a ss ets o f theMortgagor;or

    (c) facilitate the realisation of all or any of the Security Assets or the exercise ofany rights, powers and discretions conferred on the Council or any Receiver inconnection with all or any of the Security Assets,

    and any such document may disapply section 93 o the LPA.

    12.3 Deposit ofdocuments

    The Mortgagor covenants that, as soon as it receives them (and in any event as soonas the Council so requests), it shall deposit with the Counc il, in respect of or inconnection with the Security Assets:

    (a) all deeds, certificates and other documents of or evidencing title; and

    (b) any other documents which the Council may from time to time requi re forperfecting its title, or the title of any purchaser,

    all of whichwillbe held by the Council.

    12.4 Law of Property (Miscellaneous Provisions)Act 1994

    The covenant set out in section 2(1)(b) of the Law of Property (MiscellaneousProvisions) Act 1994 shall extend to the provisions set out in this Clause 12 .

    13 Power of attorney

    The Mortgagor irrevocablyand by way of security appoints each of:

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    the Council or any Receiver, to ratifyand confirm all such actions taken and documentssigned or executed.

    14 ischarge of security

    The Council shall,or shall procure that its appointees will, atthe request and cost of theMortgagor release the Security Assets from this Mortgage when requiredto do so underthe CLSA or at any time after the Secured Liabilities have been discharged in full.Section 93 of the LPA shall notapply to this Mortgage.

    15 Costs and expenses

    15.1 Amendment costs

    If the Mortgagor requests an amendment, waiver, consent or release of or in relation tothis Mortgage, the Mortgagor shall, within three Business Days of demand, reimbursethe Council for the amount of all reasonable and proper costs and expenses (includinglegal fees) reasonably and properly incurred by it in responding to, evaluating,

    negotiating or complying with that request or requirement.15.2 Enforcement costs

    The Mortgagor shall, within three Business Days of demand, pay to the Council or anyReceiver the amount of all costs and expenses (including legal fees) incurred by theCouncil or any Receiver in connection with the enfoicement of, or the preservation ofany rights under, this Mortgage.

    16 Notices

    The provisions relating to notices contained in the CLSA shall be incorporated into thisMortgage.

    17 Calculations and certificates

    17.1 Accounts

    In any litigation or arbitration proceedings arising out of or in connection with thisMortgage, the entries made in the accounts maintained by the Council are prima fadeevidence of the matters to which theyrelate.

    17.2 Certificates and determinations

    Any certification or determination by the Council of a rate or amount under thisMortgage is, in the absence of manifest error, conclusive evidence of the matters to

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    any other right or remedy. The rights and remedies provided in this Mortgage arecumulative and not exclusive of any rights or remedies provided by law.

    20 Amendments and waivers

    Any term of thisMortgage may be amended or waived only with the written consent ofthe Mortgagor and the Council.

    21 Counterparts

    This Mortgage may be executed in any number of counterparts, and this has the sameeffect as if the signatures on the counterparts were on a single copy of this Mortgage.

    22 Governing law and enforcement

    22.1 Governing l?w

    English law governs this Mortgage, its interpretation and any non-contractualobligations arising from or connected with it.

    22.2 Jurisdiction

    22.2.1 The courts of England have exclusive jurisdictionto settle any dispute arising out oforin connection with this Mortgage (includinga dispute regarding the existence, validityortermination of this Mortgage) a Dispute).

    22.2.2 The parties agree that the courts of England are the most appropriate and convenientcourts to settle Disputes and accordingly no party willargue to the contrary.

    22.2.3 This Clause 22.2 is for the benefit of the Council only. As a result, the Council shall notbe prevented from taking proceedings relating to a Dispute in any other courts withjurisdiction. To the extent allowed b y la w,the Council may take concurrent proceedingsin any number of jUrisdictions.

    Executed as a deed and delivered on the date appearing at the beginning of this Mortgage.

    I

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    SCHEDULE I Property charged by way of legal mortgage

    Description and address Title numbers

    11 Farm Lane, Fulham Broadway, London PartofTitleNGLl62l25SW O 1PU which is shown edged red on Planthe plan numbered ECM1O-SK0087 attached Allof Title NGL226384to this mortgage.

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    SCHEDULE 2 Additionalpowers of Receiver

    In addition to the powers conferred by the LPA on receivers and those conferred by Clause 7.2(Powers Of Receiver), each Receiver shall have the powers set out in this Schedule.

    To enter into, take possession of, collect and get in the Security Assets.

    2 To manage the Security Assets.

    3 To collect and get in a llmoneys or proceeds in any way arising from the Security Assetsor any deed, document, right or entitlement affecting the Security Assets whetherdirectlyor indirectly.

    4 To sell, exchange, surrender, renounce, deal with, convert into money and realise theSecurity Assets or any estate or interest in any of them.

    5 To convey, a~sign or transfer the Security Assets subject to such exceptions,reservations and covenants and obligations as the Council or any Receiver mayconsider necessary or expedient.

    6 For the purposes of realisation of any Security Asset, to convey, assign or transfer it toany person with or without consideration or exchange it for shares or other properly.Plant, machinery and other fixtures may be severed and sold separately from thepremises containing them.

    7 To apportion any rent and/or the performance of any obligations.

    8 To acquire, renew, extend, grant, vary or otherwise deal with such easements,servitudes, rights, privileges and/or licences as the Council or a Receiver considersexpedient.

    9 To grant without restriction any lease or tenancy for any term whether commencing atonce or at any future date at any or no rent and with or without any premium andgenerally on such terms as the Council or any Receiver may consider expedient.

    10 To accept the surrender or renunciation of any lease or tenancy whether or not for thepurpose of enabling a new lease to be granted.

    11 To give an effectual receipt for any premium payable on any grant or surrender orrenunciation of any lease.

    12 To exercise, observe and perform for and on behalf of the Mortgagor any or all of thepowers, obligations or duties conferred or imposed on any owner or occupier of property(whether as landlord and/or tenant) at common law or by statute (including the Landlord

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    15 To sign, seal, execute, deliver, complete and perfect all notices and documents as arethought fit by the Council or the Receiver for exercising, observing and performing anyof the powers, obligations or duties conferred or imposed on the Mor tgagor by thisMortgage or byany statute in respect of the Security Assets.

    16 To givereceipts

    forany compensation

    moneys payableto

    or by a landlord ortenant.

    17 To promote, incorporate, manage and wind up either alone or with others any companyeither for the purposes of:

    (a) taking a conveyance, transfer, assignment, assignation or lease of or otherinterest in any Security Asset; and/or

    (b) undertaking works on and/or providing services to the occupiers of any SecurityAsset,

    in any case where it ~sdesirable or convenient to do so and/or in connection with or forthe furtherance of all or any of the powers contained in this Mortgage as the Council orthe Receiver may consider expedient.

    18 To construct or complete any building (whether or not it is in accordance with thedevelopment planned or being carried on at any Land) and any roads, access ways andservices and generally to deve lop the Land in such manner as the Council or theReceiver may consider expedient.

    19 To carry out any work involvingfurnishing or fittingout or the installation or provision ofany plant, machinery, equipment or service.

    20 To utilise any moneys at any time or from time to time received for the purposes offinancing any expenditure at any time or from time to time incurred in connection with orincidental to the exercise of any of the powers conferred by this Mortgage in advance ofany other payments.

    21 To continue, commence or undertake any business (whether or not previously carriedon bythe Mortgagor).

    22 To borrow, raise or secure the payment of money which may be required for theexercise of any of the powers conferred by this Mortgage in such manner including thecreation of new assignments, mortgages or charges (whether or not having priority tothis charge) as may be considered expedient.

    23 To obtain , renew, extend, amend or otherwise deal with such permissions, consentsand/or licences for the benefit of or otherwise connected with or ancillaryto the SecurityAssets or the use or development of any business comprised in the Security Assets asthe Council or the Receiver may consider necessary or desirable.

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    28 Provided this does not result in a breach of the terms of the headleases or anyOccupational Lease, to effect and maintain insurance policies (whether against fire andother physical risks, loss of rentor third party or public liability, or structural or latentdefect, or for other indemnity or otherwise) and to make, prove, negotiate, adjust orenforce any claim on any policy whether effectedby the Mortgagor or the Council or the

    Receiver.

    29 To take, defend, appeal or otherwise join in any proceedings (including any arbitrationor determination of any i ssue or dispute by an independent expert) concerning orincidental to the Security Assets or to any of the powers set out in this Schedule.

    30 To make any arrangement or compromise or enter into any contracts which the Councilor the Receiver may consider expedient.

    31 To do all such other acts and things as the Council or the Receiver may considernecessary or desirable for the management, development or realisation of all or anypart or parts of the Security Assets and/or acts and things incidental or ancillary to thepowers set out in this Schedule and the exercise of them.

    PLANTOBEINSERTED

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    SCHEDULE3 PLAN

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    Signed as a deed byEC Properties GP Limited(for itselfand as general partnerof EC Properties LP)acting by two Directorsor

    one Director and its Secretary

    Director

    Director/Secretary

    Signed as a deed byEC Properties Nominee Limitedacting by two Directorsorone Director and its Secretary

    Director

    - Director/Secretary

    The Common Seal ofThe Mayoranci Burgesses of the London Borough ofHammersmith and Fulham was

    hereunto attached in the present of J

    Authorised Signatory

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    p

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    SNRDENTONZ1

    Draft: 28 November 2012ABH/90883.00001)9509057.02

    Legal mortgage of the land known as the Northern AccessRoad, lying to the south west of Philbeach Gardens, LondonSW5

    Dated

    EC Properties GP Limited (as general partner of EC Properties LP) and EC PropertiesNominee Limited (as nominee)(the Mortgagor)

    The Mayor and Burgesses of the London Boroughof Hammersmith and Fuiham(the Council)

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    Mortgage

    Dated

    Between

    I EC Properties LP a limited partnership registered in England and Wales undernumber LP14695 whose registered office is at 15 Grosvenor Street, London W1K4QZacting by its general partner EC Properties GP Limited (company number 7696161)whose registered office is at 15 Grosvenor Street, London WI K 4QZ and ECProperties Nominee Limited (company number 07696994)whose registered office isat 15 Grosvenor Street, London W1K 4QZ (the Mortgagor):and

    2 The Mayor and Burgesses of the London Borough of Hammersmith and Fuihamof Town Hall,King Street, Hammersmith, LondonW6 7JU (the Council).

    Recitals

    The Mortgagor has agreed to provide security to the Council to secure the payment anddischarge of the Secured Liabilities.

    This deed witnesses

    Definitions and interpretation

    1.1 Definitions

    In this Mortgage:

    Business Day means a day (other than a Saturday or a Sunday) on which banks areopen in London for the transaction of general business.

    CLSA means a conditional land sale agreement dated 2012 and madebetween the Council, EC Properties LP and Earls Court Limited.

    LPA means the Law ofProperty Act1925.

    Outstanding Liabilitieshas the meaning given to it in the CLSA.

    Property means the Land known as land lying tothe south west of Philbeach GardensLondon SW5 and registered with titleabsolute at the Land Registry under title numberB0L66824.

    Receiver means a receiver appointed pursuant to this Mortgage or to any applicable

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    (b) the Mortgagor, the Council or a Receiver includes any one or m ore of itsassigns, transferees and successors in title in the case of the Mortgagor, sofar as any such is permitted);and

    (c) the Council or a Receiver (except for the references in Clause 13 (Power ofattorney)), includes its duly appointed nominees, attorneys, correspondents,trustees, advisers, agents, delegates and sub-delegates.

    1.2.2 Unless a contrary indication appears, any reference in this Mortgage to:

    (a) assets includes present, future, actual and contingent properties, revenuesand r ights of every description, whether tangible or intangible (includinguncalled share capital);

    (b) a Clause or Schedule is tobe construed as a reference to the relevant clauseof, or schedule to, this Agreement;

    (c) indebtedness includes any obligation, whether incurred as principal or assurety, for the payment .or repayment of money, whether present or future,actual or contingent and whether owed jointly or severally or in any othercapacity;

    (d) a disposal includes a sale, transfer, assignment, grant , lease or otherdisposal, whether voluntary or involuntary, and dispose shall be construedaccordingly;

    (e) the words include(s) and including shall be construed as being by way ofillustrationor emphasis only and shall not be construed as, nor shall they takeeffect as , limiting the generality of any preceding words;

    (f) liabilities includes any obligation whether incurred as principal or as surety,whether or not in respect of indebtedness, whether present or future, actual orcontingent and whether owed jointlyor severally or in any other capacity;

    (g) the words other and otherwise shall not be construed ejusdem generis withany preceding words where a wider construction is possible;

    (h) a regulation includes any regulation, rule, official directive, request orguideline (whether or not having the force of laW) of any governmental,intergovernmental or supranational body, agency, department or of anyregulatory, self-regulatory or other authority or organisation;

    i) any statute or statutory provision includes any statute or statutory provisionwhich amends, extends, consolidates or replaces it, or which has been

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    under this Mortgage without the consent of any person who is not a party to thisMortgage.

    1.4 Effectasadeed

    This Mortgage shall take effect as a deed even if it is signed under hand on behalf ofthe Council.

    1.5 Law of Property (Miscellaneous Provisions) Act 1989

    The ferms of any agreements or side letters in writing between any parties in relation tothe Secured Liabilitiesare incorporated in this Mortgage to the extent required to ensurethat any purported disposition of an interest in Land contained in this Mortgage is a validdisposition in accordance with section 2(1) of the Law of Property (MiscellaneousProvision) Act 1989:

    2 reation of security

    2.1 The Mortgagor charges by way of legal mortgage its interests in the Property up to theSecured Amount.

    2.2 If or to the extent that for any reason the charging of any Security Asset is prohibited,the Mortgagor holds it on trust forthe Council.

    3 Nature of security created

    The security created under this Mortgage is created:

    (a) as a continuing security to secure the payment and discharge of the SecuredLiabilitiesup to the Secured Amount only;

    (b) in favour of the Council; and

    (c) with full titleguarantee.

    4 Positive covenants

    The Mortgagor shall:

    4.1 observe and perform all covenants, undertakings, laws and regulations from time totime affecting the Security Asset;

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    5.1 enter into any onerous obligation or restriction affectingthe Property; or

    5.2 in relation to Land forming part ofthe Property:

    (a) part with possession of it, confer on any other person any right or licence tooccupy it or grant any licence to assign, underlet or create any Security over itor exercise any of the powers conferred by sections 99 and 100 of the LPA ofleasing, letting, entering into agreements for leases or lettings or accepting oragreeing to accept surrenders of leases Provided That this clause shall notprevent

    i) the granting of leases at a market rent (but not for a premium) nor

    B) the grant of any rights of access or possession in connection with siteinvestigations or work undertaken to implement the Development asdefined in the CLSA.

    (b) allow any person other than itself to be registered under the Land RegistrationAct 2002 as proprietor, or create or permit to arise any interest whichoverrides under the Land Registration Act 2002 and the Mortgagor shallreimburse the Council for its reasonable costs of lodging:

    i) a caution against first registration of the tit le to that Land;or

    ii) if that Land is unregistered, a land charge;

    (c) make an application, consent to or acquiesce in the application by any thirdparty, to the Land Registry to enter any matter on the register of title save inrelation to a mortgage permitted by clause 5.3;

    5.3 create or permit to subsist any security over the Security Asset save where suchsecurity ranks in priorityafter this Mortgage, the chargee agrees to give Notice to theCouncil priorto enforcing such charge and agrees to hold any proceeds it receives ontrust forthe Council pending satisfaction of the Secured Amount.

    6 Enforcement

    6.1 When security becomes enforceable

    The security created by this Mortgage shall become enforceable at any time after therehas been a default which is continuing and has not been waived or, if capable of beingremedied, has not been remedied within any period agreed between the Mortgagorandthe Council under the CLSA by the Mortgagor of a ny of its Outstanding Obligationsunder the CLSA.

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    any Security Asset, without the restrictions imposed by sections 99 and 100 ofthe LPA; and

    c) subject to Clause 8.1 (Method of appointment and removal), appoint one or

    more persons to be a Receiver or Receivers of all or any of the SecurityAssets.

    6.3 Disposal of the Security Assets

    In exercising the powers referred to in Clause 7.2 (Powers on enforcement), the Councilor any Receiver may sell or dispose of all or any of the Security Assets on the termsand conditions and for the consideration it can reasonably achieve at that time.

    6.4 Application ofmoneys

    6.4.1 The Council orany Receiver shall apply moneys received by them under this Mortgageafter the security created under this Mortgage has become enforceable in the followingorder:

    (aa) first, in or towards the payment pro rata of, or the provision prorata for, any unpaid costs and expenses of the Council and anyReceiver under this Mortgage or which are incidental to anyReceivers appointment, together with interest at the DefaultRate (bo th before and after judgment) from the date thoseamounts became due until the date they are irrevocably paid infull;

    (bb) secondly, in or towards the payment pro rata of, or theprovision pro rata for, any unpaid fees, commission orremuneration of the Council and any Receiver;

    (cc) thirdly, in or towards the discharge of all liabilities havingpriorityto the Secured Liabilities;

    (dd) fourthly, in or towards the discharge of the Secured Liabilitiesin such order as the Council determines; and

    (ee) fifthly, in the payment of any surplus to the Mortgagor or otherperson entitled to it

    and section 109(8) ofthe LPA shall not apply.

    6 .4 .2 Any surp lus rece ived above the Secured Amount shall be payable to the Mortgagor.

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    (a) of the Council under this Mortgage;

    (b) conferred by the LPA on mortgagees in possession and on receiversappointed under the LPA;

    (c) in relation to, and to the extent applicable to, the Security Assets,the powersspecified in Schedule of the Insolvency Act 1986 (whether or not theReceiver is an administrative receiver within the meaning of that Act): and

    (d) in relation to the Property, which he would have if he were its absolutebeneficial owner.

    7.3 Joint or several

    If two or more persons are appointed as Receivers of the same assets, they may actjointlyand/or severally so that (unless any instrument appointing them specifies to thecontrary) each of them may exercise individually all the powers and discretionsconferred on Receivers by this Mortgage.

    7.4 Receiver as agent

    Every Receiver shall be the agent of the Mortgagor whichshall be solely responsible forhis acts and defaults and for the payment of his remuneration.

    7.5 Receivers remuneration

    Every Receiver shall be entitled to remuneration for his services at a rate to be fixed byagreement between him and the Council and the maximum rate specified in section109(6) ofthe LPA shall not apply.

    8, Protection of purchasers

    No purchaser or other person dealing with the Council or any Receiver shall be boundor concerned:

    8.1.1 to see or enquire whether the right ofthe Council or any Receiver to exercise .any of thepowers conferred by this Mortgage has arisen or not;

    8.1.2 with the propriety ofthe exercise or purported exercise of those powers; or

    8.1.3 with the application of any moneys paid to the Council, to any Receiver or to any otherperson.

    g Protection of the Council and Receivers

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    (d) for any other default or omission in relation to all orany of the Security Assetfor which a mortgagee in possession might be liable

    except in the case of gross negligence or wilfulmisconduct on the part o fthat person.

    9.2 Indemnity

    9.2.1 The Mortgagor shall indemnify the Council, any Receiver and their respective officersand employees against all actions, proceedings, demands, claims, costs, expenses andliabilities incurredby them arising from any breaoh of the t erms of this Mortgage orthrough the proper exercise of their powers under this Mortgage.

    9.2.2 The Council and Receiver and their respective officers and employees shall be entitledto be indemnified out of the Security Assets in respect to the actions, proceedings,demands, claims , costs, expenses and liabilities referredto inClause 9.2.1.

    10 Preservation of security

    10.1 Reinstatement

    If any payment by the Mortgagor or discharge given by the Council (onlyin respect ofthe obligations of the Mortgagor) is avoided or reduced as a result of insolvency,liquidation, administrationor any similarevent:

    (a) the liabilityof the Mortgagor an d the security created by this Mortgage shallcontinue as if the payment, discharge, avoidance or reduction had notoccurred; and

    (b) the Council shall be entitled to recover the value or amount of that security upto the Secured Amount) or payment from the Mortgagor, as if the payment,discharge, avoidance or reduction had not occurred.

    10.2 Waiver of defences

    Neither the security created by this Mortgage nor the obligations of the Mortgagor underthis Mortgage will be affected by an act, omission, matter or thing which, but for thisclause, would reduce, release or prejudice that security or any of those obligations(whether or not known to the Mortgagoror the Council) including:

    (a) anytime, waiver or consent granted to, or composition with, the Mortgagor orany other person;

    (b) the release of the Mortgagor or any other person under the t erm s o f anycomposition or arrangement with any person;

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    (g) any insolvency, liquidation, administrationor similar procedure.

    10.3 Immediate recourse

    The Mortgagor waives any right it may have of first requiring the Council (orany trusteeor agent o n its behalf) to proceed against or enforce any other rights or security or claimpayment from any person before claiming from the Mortgagor under this Mortgage.This waiver applies irrespective of any law or any provision of any document to thecontrary.

    10.4 Appropriations

    The Council may:

    (a) refrain from applying or enforcing any moneys, security or r ights held orreceived by it (or any trustee or agent on its behalf) in respect of the SecuredLiabilities, or, subject to Clause 6.4.1 (Application of moneys), apply andenforce the same in such manner and order as it sees fit (against the SecuredLiabilities only)and the Mortgagor shall not be entitled to the benefit of thesame; and

    (b) hold in an interest-bearing suspense account any moneys received from theMortgagor or on account of the Secured Liabilities.

    10.5 Additionalsecurity

    This Mortgage is in addition to, is not in any way prejudiced by and shall not merge withany contractual right or remedy or other security now or in the future held by oravailable to the Council.

    11 Tacking

    For the purposes of section 94(1) of the LPA and section 49(3) ofthe Land RegistrationAct 2002 the Council confirms that it shall make further advances to the Morigagoronthe terms and subject to the conditions of any agreement in writingbetween the Counciland the Mortgagor.

    12 Further assurance

    12.1 Applicationto Land Registrar

    The Mortgagor consents to the registration against the registered titles specified inSchedule of:

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    a) give effect to the requirements of this Mortgage;

    (b) protect and preserve the ranking of the Security intended to be created by orpursUant to this Mortgage with any other security over any assets of theMortgagor; or

    c) facilitate the realisation of all or any of the Security Assets or the exercise ofany rights, powers and discretions conferred on the Council or any Receiver inconnection with all or any of the Security Assets,

    and any such document may disapply section 93 of the LPA.

    12.3 Deposit of documents

    The Mortgagor covenants that, as soon as it receives them (and in any event as soonas the Council so requests), it shall deposit with the Council, in respect of or inconnection with the Security Assets:

    (a) all deeds, certificates and other documents of or evidencing title; and

    b) any other documents which the Council may from time to time require forperfecting its title, or the title of any purchaser,

    all of whichwill be held by the Council.

    12.4 Law of Property (Miscellaneous Provisions) Act1994

    The covenant set out in section 2(1)(b) of the Law of Property (MiscellaneousProvisions) Act 1994 shall extend to the provisions set out in this Clause 12.

    13 Power of attorney

    The Mortgagor irrevocablyand byway of security appoints each of:

    (a) the Council;

    (b) any delegate or sub-delegate of, or other person nominated in writing by, anofficer ofthe Council; arid

    c) any Receiver,

    jointlyand severally as the Mortgagors attorney, in the Mortgagors name,on its behalfand in such manner as the attorney may in its or his absolute discretion thinkfit aftertheCouncil has served notice on the Mortgagor demanding payment or discharge by the

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    15 osts and expenses

    15.1 Amendment costs

    If the Mortgagor requests an amendment, waiver, consent or release of or in relation tothis Mortgage, the Mortgagor shall, within three Business Days of demand, reimbursethe Council for the amount of all reasonable and proper costs and expenses (includinglegal fees) reasonably and properly incurred by it in responding to, evaluating,negotiating or complying with that request or requirement.

    15.2 Enforcement costs

    The Mortgagor shall, within three Business Days of demand, pay to the Council or anyReceiver the amount of all costs and expenses (including legal fees) incurred by theCouncil or any Receiver in connection with the enforcement of, or the preservation ofany rights under, this Mortgage.

    16 Notices

    The provisions relating to notices contained in the CLSA shall be incorporated into thisMortgage.

    17 Calculations and certificates

    17.1 Accounts

    In any litigation or arbitration proceedings arising out of or in connection with thisMortgage, the entries made in the accounts maintained by the Council are prima facileevidence of the matters to which they relate.

    17.2 Certificates and determinations

    Any certification or determination by the Council of a rate or amount under thisMortgage is, in the absence of manifest error, conclusive evidence of the matters towhich it relates.

    18 Partial invalidity

    If, at an y time, a ny provision of this Mortgage is or becomes illegal, invalid orunenforceable in any respect under any law of any jurisdict ion,neither the legality,validity or enforceability of the remaining provisions nor the legality, validity orenforceability ofsuch provision under the law of any other jurisdictionwill in any way beaffected or impaired.

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    21 Counterparts

    This Mortgage may be executed in any number of counterparts, and this has the sameeffect as if the signatures on the counterparts were on a single copy of this Mortgage.

    22 Governing law and enforcement

    22.1 Governing law

    English law governs this Mortgage, its interpretation and any non-contractualobligations arising from or conhected with it.

    22.2 JUrisdiction

    22.2.1 The courts of England have exclusive jurisdictionto settle any dispute arising out of or inconnection with this Mortgage (includinga dispute regarding the existence, validity ortermination of this Mortgage) a Dispute).

    22.2.2 The parties agree that the courts of England are the most appropriate and convenientcourts to settle Disputes and accordingly no party willargue to the contrary.

    22.2.3 This Clause 22.2 is for the benefit ofthe Council only. As a result, the Council shall notbe prevented from taking pioceedings relating to a Dispute in any other courts withjurisdiction. To the extent allowed by law, the Council may take concurrent proceedingsin any number ofjurisdictions.

    Executed as a deed and delivered on the date appearing at the beginning of this Mortgage.

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    SCHEDULE I Property charged by way of legal mortgage

    Description and address Title number

    Land lying to the south west of Philbeach BGL66824Gardens, London SW5

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    SCHEDULE2 Additional powers of Receiver

    In ~ddition to the powers conferred by the LPA on receivers and those conferred by Clause 7.2(Powers of Receiver), each Receiver shall have the powers set out in this Schedule.

    To enter into, take possession of, collect and get in the Security Assets.

    2 To manage the Security Assets.

    3 To collect and get in all moneys or proceeds in any way arising from the Security Assetsor any deed, document, right or entitlement affecting the Security Assets whetherdirectlyor indirectly.

    4 To sell, exchange, surrender, renounce, deal with, convert into money and realise theSecurity Assets or any estate or interest in any of them.

    5 To convey, assign or transfer the Security Assets subject to such exceptions,

    reservations and covenants and obligations as the Council or any Receiver mayconsider necessary or expedient.

    6 For the purposes of realisation of any Security Asset, to convey, assign or transfer it toany person with or without consideration or exchange it for shares or other property.Plant, machinery and other fixtures may be severed and sold separately from thepremises containing them.

    7 To apportion any rent and/or the performance of any obligations.

    8 To acquire, renew, extend, grant, vary or otherwise deal with such easements,servitudes, rights, privileges and/or licences as the Council or a Receiver considersexpedient.

    9 To grant without restriction anylease or tenancy for any term whether commencing atonce or at any future date at any or no rent and with or without any premium andgenerally on such terms as the Council or any Receiver may consider expedient.

    10 To accept the surrender or renunciation of any lease or tenancy whether or not for thepurpose of enabling a new lease to be granted.

    11 To give an effectual receipt for any premium payable on any grant or surrender or )renunciation ofany lease.

    12 To exercise, observe and perform for and on behalf of the Mortgagor any or all of thepowers, obligations or duties conferred or imposed on any owner or occupier of property(whether as landlord and/or tenant)at common law or by statute (includingthe Landlord

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    15 To sign, seal, execute, deliver, complete and perfect all notices and documents as arethought fit by the Council or the Receiver for exercising, observing and performing anyof the powers, obligations or duties conferred or imposed on the Mortgagor by thisMortgage or by any statute in respect of the Security Assets.

    16 To give receipts for any compensation moneys payable to or bya landlord or tenant.

    17 To promote, incorporate, manage and wind up either alone or with others any companyeither for the purposes of:

    (a) taking a conveyance, transfer, assignment, assignation or lease of or otherinterest in any Security Asset: and/or

    (b) undertaking works on and/or providing services to the occupiers of any SecurityAsset,

    in any case where it is desirable or convenient to do so and/or in connection with or forthe furtherance of all or any of the powers contained in this Mortgage as the Council orthe Receiver may consider expedient.

    18 To construct or complete any building (whether or not it is in accordance with thedevelopment planned or being carried on at any Land) and any roads, access ways andservices and generally to develop the Land in such manner as the Council or theReceiver may consider expedient.

    19 To carry out any work involvingfurnishing or fitting out or the installation or provision ofany plant machinery, equipment or service.

    20 To utilise any moneys at any time or from time to time received for the purposes offinancing any expenditure at any time or from time to time incurred in connection with orincidental to the exercise of any of the powers conferred by this Mortgage in advance ofany other payments.

    21 To continue, commence or undertake any business (whether or not previously carriedon by the Mortgagor). -

    22 To borrow, raise or secure the payment of money which may be required for theexercise of any of the powers conferred by this Mortgage in such manner including thecreation of new assignments, mortgages or charges (whether or not having priority tothis charge) as may be considered expedient.

    23 To obtain, renew, extend, amend or otherwise deal with such permissions, consentsand/or licences for the benefit of or otherwise connected with or ancillary to the SecurityAssets or the use or development of any business comprised in the Security Assets as

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    28 Provided this does not result in a breach of the terms of the headleases or an~- Occupational Lease, to effect and maintain insurance policies (whether against fire and

    other physical risks, loss of rent or third party or public liability, or structural or latentdefect, or for other indemnity or otherwise) and to make, prove, negotiate, adjust orenforce any claim on any policy whether effected by the Mortgagor or the Council or theReceiver.

    29 To take, defend, appeal or otherwise join in any proceedings (including any arbitrationor determination of any issue or dispute by an independent expert) concerning orincidental to the Security Assets or to any of the powers set out in this Schedule.

    30 To make any arrangement or compromise or enter into any contracts which the Councilor the Receiver may consider expedient.

    31 To do all such other acts and things as the Council or the Receiver may considernecessary or desirable for the management, development or realisation of all or anypart or parts of the Security Assets and/or acts and things incidental or ancillary to thepowers set out in this Schedule and the exercise of them.

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    Signedasadeedby EC Properties GP Limited(for itselfand as general partnerof EC Properties LP)acting by two Directors orone Director and its Secretary

    Director

    Director/Secretary

    Signed as a deed byEC Properties Nominee Limitedacting by two Directors orone Director and its Secretary

    Director

    Director/Secretary

    The Common Seal ofThe Mayor and Burgesses ofthe London Borough ofHammersmith and Fuiham was

    hereunto attached in the presence of

    - Authorised Signatory

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    SNR DENTONZI

    Draft: 30 November2012ABI-l/90883.00001/9509113.03

    Legal charge in respect of Gibbs Green School (beneficialinterest)

    Dated 2012

    Ec Properties GP Limited (as General Partner of EC Properties LP) and EC PropertiesNominee Limited(the Chargor)

    The Mayor and Burgesses of the London Borough of Hammersmith and Fulham(the Council)

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    Charge

    Dated

    Between

    (1) EC Properties LP a limited partnership registered in England an d Wales undernumber LP14695 whose registered office is at 15 Grosvenor Street, London WIK 4QZacting by its general partner EC Properties GP Limited (company number 7696161)whose registered office is at 15 Grosvenor Street, London WiK 4QZ and ECProperties Nominee Limited(company number 07696994) whose registered office isat 15 Grosvenor Street, London Wi K 4QZ (the Chargor); and

    (2) The Mayor and Burgesses of the London Borough of Hammersmith and Fulhamof Town Hall,King Street, Hammersmith, London W67JU (the Council).

    Recitals

    The Chargor has agreed to provide securityto the Council to secure the payment and dischargeof the Secured Liabilities.

    This deed witnesses

    Definitions and interpretation

    1.1 Definitions

    In this Charge:

    Business Day means a day (other than a Saturday or a Sunday) on which banks areopen in London for the transaction of general business.

    CLSA means a conditional land sale agreement dated 2012 and madebetween the Council, EC Properties LP and Earls Court Limited.

    LPA means the Law of Property Act1925.

    Outstanding Liabilities has the meaning given to it in the CLSA

    Property means all that freehold land known as Gibbs Green School, Mund Street,London W14 9LY and which is shown edged red on Plan annexed to this deed andwhich forms part of the land registered at the Land Registry under t it le numberNGL210692.

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    (a) this Charge is a reference to this Charge as amended, varied, novated,supplemented and replaced from time to time;

    (b) the Chargor, the Council or a Receiver includes any one or more of itsassigns, transferees and successors in title in the caseof the Chargor, so faras any such is permitted); and

    (c) the Council or a Receiver (except for the references in Clause 13 (Power ofattorney)), includes its duly appointed nominees, attorneys, correspondents,trustees, advisers, agents, delegates and sub-delegates.

    .2.2 Unless a contrary indication appears, any reference in this Agreement to:

    (a) assets includes present, future, actual and contingent properties, revenuesand rights of every description;

    (b) a Clause or Schedule is to be construed as a reference to the relevant clauseof, or schedule to, this Agreement;

    (c) indebtedness includes any obligation whether incurred as principal or assurety, for the payment or repayment of money, whether present br future,actual or contingent;

    (d) a disposal includes a sale, transfer, assignment, grant, lease or otherdisposal, whether voluntary Or involuntary, and cfithpose shall be construedaccordingly;

    Ce) the words include(s) and including shall be construed as being by way ofillustrationor emphasis only and shall not be construed as, nor shall they takeeffect as , limiting thegenerality of any preceding words;

    (f) liabilities includes any obligation whether incurred as principal or as surety,whether or not in respect of indebtedness, whether present or future, actual orcontingent;

    (g) the words other and otherwise shall not be construed ejusdem generis withan~ preceding words where a wider construction is possible;

    (h) a regulation includes any regulat ion, rule, official directive, request orguideline (whether or not having the force of law) of any governmental,intergovernmental or supranational boy, agency, department or of anyregulatory, self-regulatoryor other authority or organisAtion;

    i) any statute or statutory provision includes any statute or statutory provision

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    1.3.2 The parties to this Charge and any Receiver may rescind, vary, waive, release, assign,novate or otherwise dispose of all or any of their respective rights or obligations underthis Charge without the consent of any person who is not a party to this Charge.

    1.4 Fifectasadeed

    This Charge shall take effect as a deed even if it issigned under hand on behalf of theCouncil.

    2 reation of security

    2.1 To the extent of its interest (whether joint or several, legal or beneficial) the Chargorcharges (up to the Secured Amount) all of its rights under Clause 2.1 (Sale of GibbsGreen School and Farm Lane) and Schedule 4 of the CLSA.

    2.2 If or to the extent that for any reason the charging of all or part the Security Assets is

    prohibited, the Chargor holds them on trust for the Council.3 Nature of security created

    The security created under this Charge is created:

    (a) as a continuing security to secure the payment and discharge of the SecuredLiabilities(up to the Secured Amount); and

    (b) in favour of the Council.

    4 No t Used

    5 Negative covenants

    Save as provided in the CLSA, the Chargor, shall not without the written consent of theCouncil create or permit to subsist any security over the Security Asset save wheresuch security ranks in priority afterthis Charge, the chargee agrees to give Notice to theCouncil priorto enforcing such charge and agrees to hold any proceeds it receives ontrust for the Council pending satisfaction ofthe Secured Amount.

    6 Enforcement

    6.1 When security becomes enforceable

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    (a) all the Chargors present and future right, title and interest in and to, and allbenefits accruing under or in connection with the its rights under the SecurityAssets may be assigned in favour pfthe Council orsuch other person as theCouncil may direct; and

    (b) subject to Clause 7.1.1 (Method of appointment and removal), the Councilmay appoint one or more persons to be a Receiver or Receivers of all or anyof the Security Assets.

    6.3 Applicationof moneys

    6.3.1 The Council or any Receiver shall apply moneys received by them under this Chargeafter the security created under this Charge has become enforceable in or towards thedischarge of the Secured Liabilities only(up to the Secured Amount).

    6.3.2 Clause 6.3.1 willoverride any appropriation made by the Chargor.

    7 Appointment and powers of Receivers

    7.1 Method of appointment and removal

    7.1.1 The Council may not appoint a Receiver by reason only of a moratorium beingobtained, or anything being done with a view to a moratorium being obtained, undersection A of the InsolvencyAct 1986.

    7.1.2 Every appointment or removal of a Receiver, of any delegate or of any other person bythe Council pursuant to this Ch arge may be made in w ritin g un de r the hand ofany officeror manager of the Council.

    7.2 Powers of Receiver

    Every Receiver shall have all the powers:

    (a) of the Councilunder this Charge;

    (b) conferred by the LPA on chargees in possession and on receivers appointedunder the LPA;

    (c) in relation to, and to the extent applicable to, the Security Assets the powersspecified in Schedule of the Insolvency Act 1986 (whether or not theReceiver is an administrative receiverwithinthe meaning of that Act); and

    (d) in relation to the Property, which he would have if he were its absolutebeneficial owner.

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    Every Receiver shall be entitled to remuneration for his services at a rate to be fixed byagreement between him and the Council and the maximum rate specified in section109(6) of the LPA shall not apply.

    8 Protection of purchasers

    No purchaser or other person dealing with the Council or any Receiver shall be boundor concerned:

    (a) to see or enquire whether the right ofthe Council or any Receiver toexercise~ny of the powers conferred by this Charge has arisen o r n ot;

    (b) with the propriety of the exercise or purported exercise of those powers; or

    (c) with the application ofany moneys paid to the Council, to any Receiver or toany other person. -

    9 Protection of the ouncil and Receivers

    9.1 Exclusion of liability

    None of the Council, any Receiver or any of their respective officersor employees shallhave any responsibilityor liability:

    (a) for any action taken, or any failure to t ake any act ion , in relation to theSecurity Assets;

    (b) to account as mortgagee in possession or for any loss upon realisation of theSecurity Asset;

    (c) for any loss resulting fromany fluctuation in exchange rates; or

    (d) for any other default or omission in relation to all or any of the Security Assetfor whicha mortgagee in possession might be liable,

    except in the case of gross negligence or wilfulmisconduct on the part of that person.

    9.2 Indemnity

    9.2.1 The Chargor shall indemnifythe Council, any Receiver and their respective officers andemployees against all actions, proceedings, demands, claims, costs, expenses andliabilities incurred by them aris ing from any breach of the terms of this Charge orthrough the proper exercise of their powers under this Charge.

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    Neither the security created by this Charge nor the obligationsof the Chargor under thisCharge will be affected by an act, omission, mailer or thing which, but for this clause,would reduce, release or prejudice that security or any of those obligations (whether ornot known to the Chargor or the Council) including:

    (a) any time, waiver or consent granted to, or composition with, the Chargor orany other person;

    (b) the release of the Chargor or any other person under the terms of anycomposition or arrangement with any person;

    (c) the taking, variation,compromise, exchange, renewal, enforcement or releaseof, or refusal or neglect to perfect, take up or enforce, any rights against, orsecurity over, assets of the Chargor or an y other p erso n or any non-presentation or non-observance of any formality or other requirement inrespect of any instrument or any failure to realise the full value of any security;

    (d) any incapacity or lack of power, authority or legal personality of or dissolutionor change in the members or status of the Chargor or any other person;

    (e) any amendment (however fundamental), replacement, yariation, novation,assignment or the avoidance or termination of any document or security;

    ~ any unenforceability, illegalityor invalidity ofany obligation of, or any securitycreated by, any person under any document; or

    (g) any insolvency, liquidation,administration or similar procedure.

    10.3 Appropriations

    The Council may:

    (a) refrain from applying or enforcing any moneys, security or rights held orreceived by it (or ~ny trustee or agent o n its behalf) in respect of the SecuredLiabilities, or, subject to Clause 6.3.1 (Application of moneys), apply andenforce the same in such manner and order as it sees fit (only against theSecured Liabilities) and the Chargor shall not be entitled to the benefit of thesame; and

    (b) hold in an interest-bearing suspense account any moneys received from theChargor or on account of the Secured Liabilities.

    10.4 Additionalsecurity

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    The Council shall promptly after the date of this Charge enter a caution against the titlenumber of the Property, noting the interest of the Chargor in respect of the Property.

    12.2 Further action

    The Chargor shall, at i ts own expense, promptly take any action and sign or executeany further documents which the Council may require in order to:

    (a) give effect to the requirements of this Charge;

    b) protect and preserve the ranking of the Security intended to be created by orpursuant to this Charge with any other security over any assets of theChargor; or

    (c) facilitate the realisation of all or any o f the Security Assets or the exercise ofany rights, powers and discretions conferred on the Council or any Receiver inconnection with all or any of the Security Assets,

    and any such document may disapply section 93 of the LPA.

    12.3 Deposit of documents

    The Chargor covenants that, as soon as it receives them (and in any event as soon asthe Council so requests), it shall deposit with the Council, in respect of or in connectionwith the Security Assets:

    (a) all deeds, certificates and other documents of or evidencing title; and

    (b) any other documents which the Council may from t ime to time require forperfecting its title, or the title of any purchaser,

    all of whichwill be held by the Council.

    13 Power of attorney

    The Chargor irrevocablyand by way ofsecurity appoints each of:

    (a) the Council;

    (b) any delegate or sub-delegate of, or other person nominated in writing by, anofficer ofthe Council; and

    (c) any Receiver,

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    appointees will, at the request of the Chargor promptly release the Security Assets fromthis Charge:

    (a) when the legal transfer of the title of the Property occurs in accordance withthe Gibbs Green Transfer and CLSA;

    (b) when required to do so under the CLSA: or

    (c) when the Secured Liabilities have been unconditionallyand irrevocablydischarged in ful l orin part (provided that immediately afterthe release of thecharge of the Property pursuant to this Charge there are assets of sufficientvalue in the Secured Allocation Pool (as such term is defined in the CLSA)to meet the Secured Liabilities.

    15 osts and expenses

    15.1 Amendment costs

    If the Chargor requests an amendment, waiver, consent or release of or in relation tothis Charge, the Chargor shall, within fiveBusiness Days of demand, reimburse theCouncil for the amount of all reasonable and proper costs and expenses (including legalfees) reasonably and properly incurred by it in responding to, evaluating, negotiating orcomplyingwith that request or requirement.

    15.2 Enforcement costs

    The Chargor shall, within five Business Days of demand, pay to the Council or anyReceiver the amount of all costs and expenses (including legal fees) incurred by theCouncil or any Receiver in connection with the enforcement of, or the preservation ofany rights under, this Charge.

    16 NoticesThe provisions relating to notices contained in the CLSA shall be incorporated into thisCharge.

    17 Calculations and certificates

    17.1 Accounts

    In any litigation or arbitration proceedings arising out of or in connection with thisCharge, the entries made in the accounts maintained by the Council are prima fadeevidence of the matters to which they relate.

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    19 Remedies and waivers

    No failure to exercise, nor any delay in exercising, on the part of the Council, any rightor remedy under this Charge shall operate as a waiver, nor shall any single or partialexercise of any right or remedy prevent any further or other exercise or the exercise ofany other right or remedy. The rights and remedies provided in this Charge arecumulative and not exclusive of any rights or remedies provided by law.

    20 Amendments and waivers

    Any term of this Charge may be amended or waived only with the writtenconsent of theChargor and the Council.

    21 Counterparts

    This Charge may be executed in any number of counterparts, and this has the sameeffect as if the signatures on the counterp~rts were on a single copy of this Charge.

    22 Governing law and enforcement

    22.1 Governing law

    English law governs this Charge, its interpretation and any non-contractual obligationsarising fromor connected with it.

    22.2 Jurisdiction

    22.2.1 The courts of England have exclusive jurisdiction to settle any dispute arising out of orin connection with this Charge (includinga dispute regarding the existence, validity ortermination of this Charge) a Dispute).

    22.2.2 The parties agree tha t the cour ts of England are the most appropriate and convenientcourts to settle Disputes and accordingly no party willargue to the contrary.

    22.2.3 This Clause 22.2 is for the benefit ofthe Council only. As a result, the Council shall notbe prevented from taking proceedings relating to a Dispute in any other courts withjurisdiction. Tothe extent allowed b y la w,the Council may take concurrent proceedingsin any number of jurisdictions. .

    Executed as a deed and delivered on the date appearing at the beginning of this Charge.

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    Signed asa deed byEC Properties GP Limited (for itselfand as general partnerof EC Properties LP)acting by two Directorsor

    one Directorand its Secretary

    Director

    Director/Secretary

    Signed as a deed byEC Properties Nominee Limitedacting by two Directorsor one Director and its Secretary

    Director

    Director/Secretary

    The Common Seal ofThe Mayor and Burgesses ofthe London Borough ofHammersmith and Fulham was

    hereunto attached in the presence of

    Authorised Signatory

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    SNR DENTON ~

    Draft: 28 November2012ABH/90883.00001)9411428.04

    Legal Mortgage in respect of Gibbs Greeh School

    Dated 2012

    EC Properties GP Limited and EC Properties Nominee Limited(the Charger)

    The Mayor and Burgesses of the London Borough ofHammersmith and Fuiham(the Council)

    U

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    Charge

    Dated

    Between

    (1) EC Properties LP a limited partnership registered in England and Wales undernumber LP14695 whose registered office is at 15 Grosvenor Street, London W1 K 4QZacting by its general partner EC Properties GP Limited (company number 7696161)whose registered office is at 15 Grosvenor Street, London WIK4QZ and ECProperties Nominee Limited (company number 07696994) whose registeredoffice isat 15 Grosvenor Street, London WIK 4QZ (the Chargor); and

    (2) The Mayor and Burgesses of the London Borough of Hamrnersmithand Fulhamof Town Hall, KingStreet, Hammersmith, London W6 7JU (the Council).

    Recitals

    The Chargor has agreed to provide security to the Council to secure the payment and dischargeof the Secured Liabilities.

    This deed witnesses

    1 Definitions and interpretation

    1.1 Definitions

    In this Charge:

    Business Day means a day (other than a Saturday or a Sunday) on which banks areopen in London for the transaction of general business.

    CLSA means a conditional land sale agreement dated 2012 and madebetween the Council, EC Properties LP and Earls Court Limited.

    LPA means the Law ofProperty Act 1925.

    Outstanding Liabilitieshas the meaning given to it in the CLSA.

    Property means all that freehold land known as Gibbs Green School, Mund Street,London W14 9LY and which is shown edged red on Plan annexed to this deed andwhich forms part of the land registered at the Land Registry under t it le numberNGL210692.

    Receiver means a receiver appointed pursuant to thi s Mortgage or to any applicable

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    (a) this Mortgage is a reference to this Mortgage as amended, varied, novated,supplemented and replaced from time to time;

    (b) the Mortgagor, the Council or a Receiver includes any one or more of itsassigns, transferees and successors in title in the case of the Mortgagor, sofar as any such is permitted); and

    (c) the Council or a Receiver (except for the references in Clause 13 (Power ofattorney)), includes its duly appointed nominees, attorneys, correspondents,trustees, advisers, agents, delegates and sub-delegates.

    .2.2 Unless a contrary indicationappears, any reference in this Mortgage to:

    (a) assets includes present, future, actual and contingent properties, revenuesand rights of every description whether tangible or intangible (includinguncalled share capital);

    (b) a Clause or Schedule is to be construed as a reference to the relevant clauseof, or schedule to, this Agreement;

    (c) indebtedness includes any obligation, whether incurred as principal or assurety, for the payment or repayment of money, whether present or future,actual or contingent and whether owed jointly or severally or in any othercapacity;

    (d) a disposal includes a sale, transfer, assignment, grant , lease or otherdisposal, whether voluntary or involuntary, and dispose shall be constrUedaccordingly;

    (e) the words include(s) and including shall be construed as being by way ofillustrationor emphasis only and shall not be construed as, nor shall they takeeffect as, limitingthe generality of any preceding words;

    f) liabilities includes any obligation whether incurred as principal or as surety,whether or not in respect of indebtedness, whether present or future, actual orcontingent and whether owed jointlyor severally or in any other capacity;

    (g) the words other and otherwise shall not be construed ejusdem generis withany preceding words where a wider construction is possible;

    (h) a regulation includes any regulation, rule, official directive, request orguideline (whether or not having the force of law) of any governmental,intergovernmental or supranational body, agency, department or of anyregulatory, self-regulatory or other authority or organisation;

    i) t t t t t t i i i l d t t t t t t i i

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    1.3.2 The parties to this Mortgage and any Receiver may rescind, vary, waive, release,assign, novate or otherwise dispose of all o rany of their respective rights or obligationsunder this Mortgage without the consent of any person who is not a party to thisMortgage.

    1.4 Effect as a deed

    This Mortgage shall take effect as a deed even if it is signed under hand on behalf ofthe Council.

    1.5 Law of Property (Miscellaneous Provisions) Act 1989

    The terms of any agreements or side letters in writing between anyparties in relation tothe Secured Liabilitiesare incorporated in this Mortgage to the extent required to ensurethat any purprted disposition ofan interest in Land contained in this Mortgage is a validdisposition in accordance with section 2(1) of the Law of Property (MiscellaneousProvisions) Act 1989.

    2 Creation of security

    2.1 The Mortgagorcharges by way of legal mortgage its interests in the Property up to theSecured Amount.

    2.2 If or to the extent that for any reason the charging of any Security Asset is prohibited,the Mortgagor holds it on trust for the Council.

    3 Nature of security created

    The security created under this Mortgage is created:

    (a) as a continuing security to secure the payment and discharge of the SecuredLiabilitiesup to the Secured Amountonly;

    (b) in favour of the Council; and

    (c) with limited guarantee (except that the covenant set out in section 3(1) of theLaw of Property (Miscellaneous Provisions) Act 1994 shall extend to allcharges, incumbrances and rights, even i f the Mortgagor does not know andcould not reasonably be expected to know about them).

    4 Positive covenants

    The Mortgagorshall:

    4 1 observe and perform all covenants undertakings laws and regulations from time to

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    5 Negative covenants - -

    Save as provided in the CLSA, the Mortgagor, shall not without the written consent ofthe Council:

    5.1 Enter into any onerous obligation or restriction affectingthe Property; or

    5.2 in relation to Land forming part of the Property:

    (a) part with possession of it, confer on any other person any right or licence tooccupy it or grant any licence to assign, underlet or create any security over itor exercise any of the powers conferred by sections 99 and 100 of the LPA ofleasing, letting, entering into agreements for leases or lettings or accepting.oragreeing to accept surrenders of leases Provided That this clause shall notprevent;

    i) the granting of leases at a market rent (but not for a premium) nor

    U) the grant of any rights of access or possession in connection with siteinvestigations or work undertaken to implement the Development asdefined in the CLSA.

    (b) allow any person other than itself to be registered under the Land RegistrationAct 2002 as proprietor, or create or permit to arise any interest whichoverrides under the Land Registration Act2002 and. the Mortgagor shallreimburse the Council forits reasonable costs of lodging:

    i) a caution against first registration of the title to that Land; or

    B) if that Land is unregistered, a land charge;

    (c) make an application, consent to or acquiesce in the application by any thirdparty, to the Land Registry to enter any matter on the register of title save inrelation to a mortgage permitted by clause 5.3;

    5.3 create or permit to subsist any security over the Security Asset save where suchsecurity ranks in priorityafter this Mortgage, the chargee agrees to give Notice to theCouncil priOr toenforcing such charge and agrees to hold any proceeds it receives ontrust for the Council pending satisfaction of the Secured Amount.

    6 Enforcement

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    full within60 days of the Council giving such notice then the Council may (withoutprejudice to any other of its rights and remedies and without notice to the Mortgagor) doa ll o rany of the following:

    (a) exercise all the powers and rights conferred on mortgagees by the LPA, asvaried and extended by this Mortgage, without the restrictions contained insections 103 or 109(1) of the LPA;

    (b) exercise the power of leasing, -letting, entering into agreements for leases orlettings or accepting or agreeing to accept surrenders of leases in relation toany Security Asset, withoutthe restrictions imposed by sections 99 and 100 ofthe LPA; and

    c) aubject to Clause 7.1.1 (Method of appointment and removal), appoint one ormore persons to be a Receiver or Receivers of all or any of the SecurityAssets.

    6.3 Disposal of the Security Assets

    In exercising the powers referred to in Clause 6.2(a) (Powers on enforcement); theCouncil or any Receiver may sel l or dispose of all o rany of the Security Assets on theterms and conditions and for the consideration it can reasonably achieve at that t ime ineach case using its best endeavours).

    6.4 Application of moneys

    6.4.1 The Council or any Receiver shall apply moneys received by them under thisMortgage after the security created under this Mortgage ha s become enforceable in thefollowing order:

    (aa) first, in or towards the payment pro rata of, or the provision prorata for, any unpaid costs and expenses of the Council and any

    Receiver under this Mortgage or which are incidental to anyReceivers appointment, together with interest at the DefaultRate (both before and after judgment) from the date thoseamounts became due until the date they are irrevocablypaid infull;

    (bb) secondly,, in or towards the payment pro rata of, or theprovision pro rata for, any unpaid fees, commission or

    - remuneration of the Council and any Receiver;

    (cc) thirdly, in or towards the discharge of all liabilities havingpriorityto the Secured Liabilities;

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    7.1.1 The Council may not appoint a Receiver by reason only of a moratorium beingobtained, or anything being done with a view to a moratorium being obtained, undersection lAof the InsolvencyAct 1986.

    7.1.2 Every appointment or removal of a Receiver, of any delegate or of any otherperson by the Council pursuant to this Mortgage may be made in writingunder the handof any officeror manager of the Council.

    7.2 Powers of Receiver

    Every Receiver shall have all the powers:

    (a) of the Council underthis Mortgage;

    (b) conferred by the LPA on mortgagees in possession and on receiversappoi.nted under the LPA;

    (c) in relation to, and to the extent applicable to, the Security Assets, the powersspecified in Schedule of the Insolvency Act 1986 (whether or not theReceiver is an administrative receiverwithinthe meaning of that Act); and

    (d) in relation to the Property, which he would have if he were its absolutebeneficial owner.

    7.3 Joint or several

    If two or more persons are appointed as Receivers of the same assets, they may actjointly and/or severally so that (unless any instrument appointing them specifies to Ihecontrary) each of them may exercise individually all the powers and discretions~conferred on Receivers by this Mortgage.

    7.4 Receiver as agent

    Every Receiver shall be the agent of the Mortgagor which shall be solely responsible forhis acts and defaults and for the payment of his remuneration.

    7.5 Receivers remuneration

    Every Receiver shall be entitled to remuneration for his services at a rate to be fixed byagreement between him and the Council and the maximum rate specified in section109(6) of the LPA sh?lI not apply.

    8 Protection of purchasers

    No purchaser or other person dealing with the Council or any Receiver shall be bound

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    None ofthe Council, anyReceiver or any of their respective officers or employees shallhave any responsibilityor liability:

    (a) for any action taken, o r any failure to take any action, in relation to theSecurity Assets;

    (b) to account as mortgagee in possession or for any loss upon realisation of theSecurity Asset;

    (c) for any loss resulting from anyfluctuation in exchange rates; or

    (d) for any other default or omission in relation to all or any of the Security Assetfor which a mortgagee in possession might be liable,

    except in the case of gross negligence or wilful misconducton the part of that person.

    9.2 Indemnity

    9.2.1 The Mortgagor shall indemnify the Council , any Receiver and their respectiveofficers and employees against all actions, proceedings, demands, claims, costs,expenses and liabilities incurred by them arising from any breach of the terms of thisMortgage or through the proper exercise of their powers under this Mortgage.

    9.~.2 The Council and Receiver and their respective officers and employees shall beentit led to be indemnif ied out of the Security Assets in respect to the actions,proceedings, demands, claims , costs, expenses and liabilities referred to in Clause9.2.1.

    10 Preservation of security

    10.1 Reinstatement

    If any payment by the Mortgagor or discharge given by the Council in respect of theobligations of the Mortgagor is avoided or reduced as a result of insolvency, liquidation,administrationor any similar event:

    (a) the liabilityof the Mortgagor and the security created by this Mortgage shallcontinue as if the payment, discharge, avoidance or reduction had notoccurred; and


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