Schedule 7

Schedule 7 = Phase Transfer

I Formof Phase Transfer
The Council and the Buyer acknowledge that the form or forms of the Phase Transfer for each
Relevant Phase shall be finalised in accordance with the mechanism set out in this Schedule
and that the form of each Phase Transfer shall be based on the Base Transfer (or a format
other than a Form TF1 as the Land Registry lawfully requires).
2 Procedure
2.1 No later than 6 months before the VP Date for the Relevant Phase, the Buyer shall:
2.1.1
provide the plan(s) to be appended to the Phase Transfer showing the extent and precise
boundaries of the Relevant Phase and any other colours or markings to be referred to by
reference to a plan in the Phase Transfer (if any);
2.1 .2 issue the proposed final form Phase Transfer for the Relevant Phase incorporating:
(a) the nature and extent of all temporary or permanent rights and easements reasonably
required for the benefit of the retained land over the Relevant Phase for the continued
use of such retained land;
(b) the nature and extent of all temporary and permanent rights and easements
reasonably required for the benefit of the Relevant Phase and/or any other land of
the Developer within the Earls Court Regeneration Site over the retained land in order
to cater for the Buyers proposed development and the continued use of the Relevant
Phase and/or any other land of the Developer within the Earls Court Regeneration
Site;
(c)
such other covenants or conditions which the Buyer may reasonably consider
appropriate to give proper effect to the future development of the Development or the
Relevant Phase and its continued use;
together (the "Transfer Pack").
2.2 In determining the nature of the appropriate reservations and the appropriate rights to be
documented in the Relevant Phase Transfer regard shall be had to:
2.2.1
such easements and rights relating to passage of amenities shall (where reasonably
practicable) be over an identified route and of an identified width of land reasonably
designated by the Buyer provided such route shall not be through or under any buildings used
or capable of being used for habitation;
2.2.2 such easements and rights relating to access shall (where reasonably practicable) be over an
identified route of an identified width reasonably designated by the Buyer;
2.2.3 such easements and rights may at any time in future be diverted by and at the expense of the
owner or proposed owner of the land burdened so long as such diversion does not materially
prejudice the enjoyment of the rights conferred by such easements or rights.
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2.3
Any rights granted shall be subject to such reasonable conditions as the Council may
reasonably require to ensure that the exercise of such rights will not materially affect the
reasonable beneficial use and enjoyment of the land which they affect.
2.3.1
Every Phase Transfer (or transfer of part of a Phase) must include the Restrictive Covenant
set out in clause 12.12 of the Base Transfer ("Restrictive Covenant).
2.3.2
The Buyer shall be entitled to require that a phase is transferred in a single Phase Transfer or
is transferred in part to one or more transferees but so that any transfer of part must comply
with the other requirements of this paragraph 2.
2.4
The Council shall within 10 Working Days after receipt of the Transfer Pack give written notice
to the Buyer either:
2.4.1
accepting the plan(s) and the form of proposed form of transfer for the Relevant Phase
contained in the Transfer Pack (the "Transfer Acceptance Notice"); or
2.4.2
rejecting the plan(s) and/or such form of transfer and specifying in detail the Councils
reasons therefor (the "Transfer Rejection Notice");
and where the Council fails to serve a Transfer Acceptance Notice or a Transfer Rejection
Notice the Council shall be deemed to have accepted the plan(s) and the form of proposed
form of Phase Transfer for the Relevant Phase contained in the Transfer Pack.
2.5
Where the Council serves or is deemed to have served a Transfer Acceptance Notice the
form of proposed Phase Transfer for the Relevant Phase contained in the Transfer Pack shall
be treated as the agreed form of plan(s) and Phase Transfer for the Relevant Phase for the
purposes of this Agreement and ancillary documents.
2.6
Where the Council serves a Transfer Rejection Notice, the Council and the Buyer shall use all
reasonable endeavours to agree the final form of the relevant Phase Transfer (including the
plan(s) to be appended) - as soon as reasonably practicable but in any event within 10 Working
Days of the date of service of the Transfer Rejection Notice. If agreement has not been
reached within this time frame, then either Party can refer the matter to be determined by
reference to clause 40.4. The expert shall be required to determine the matter in question
within 10 Working Days of being appointed.
2.7
Upon the Expert determining the plan(s) and/or Phase Transfer, then these shall be treated
as the agreed form of plan(s) and Phase Transfer for the Relevant Phase for the purposes of
this Agreement and ancillary documents subject to the provisions of paragraph 2.8 of this
Schedule.
3 Gibbs Green School
3.1
The provisions of paragraphs 2.8- 2.12 and paragraph 3 of this part of this Schedule shall
apply in relation to the transfer of Gibbs Green School pursuant to this Agreement on the
basis that:
3.1.1 reference in paragraph 2.8 to the VP Date shall be a reference to the date for completion of
the Gibbs Green School Transfer;
3.1 .2 references to the Base Transfer shall be construed as references to the Gibbs Green School
Transfer;
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3.1 .3 references to the Phase Transfer shall include a reference also to the Gibbs Green School
Transfer.
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