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Schedule = Phase Transferorm of Phase Transfer

The Council and the Buyer acknowledge that the form or forms of the Phase Transfer for eachRelevant Phase shall be finalised in accordance with the mechanism set out in this Scheduleand that the form of each Phase Transfer shall be based on the Base Transfer (or a formatother than a Form TF1 as the Land Registry lawfully requires).

rocedure2.1 o later than 6 months before the VP Date for the Relevant Phase, the Buyer shall:2.1.1 rovide 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 byreference to a plan in the Phase Transfer (if any);

2.1 .2 ssue 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 continueduse of such retained land;

b) the nature and extent of all temporary and permanent rights and easementsreasonably required for the benefit of the Relevant Phase and/or any other land ofthe Developer within the Earls Court Regeneration Site over the retained land in orderto cater for the Buyer s proposed development and the continued use of the RelevantPhase and/or any other land of the Developer within the Earls Court RegenerationSite

c) such other covenants or conditions which the Buyer may reasonably considerappropriate to give proper effect to the future development of the Development or theRelevant Phase and its continued use;

together (the Transfer Pack ).2 . 2 n 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 uch easements and rights relating to passage of amenities shall (where reasonablypracticable) be over an identified route and of an identified width of land reasonablydesignated by the Buyer provided such route shall not be through or under any buildings usedor capable of being used for habitation;

2.2.2 uch easements and rights relating to access shall (where reasonably practicable) be over anidentified 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 theowner or proposed owner of the land burdened so long as such diversion does not materiallyprejudice the enjoyment of the rights conferred by such easements or rights.

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2 3 ny rights granted shall be subject to such reasonable conditions as the Council mayreasonably require to ensure that the exercise of such rights will not materially affect thereasonable beneficial use and enjoyment of the land which they affect.

2 3 1 very Phase Transfer (or transfer of part of a Phase) must include the Restrictive Covenantset out in clause 12.12 of the Base Transfer ( Restrictive Covenant).

2 3 2 he Buyer shall be entitled to require that a phase is transferred in a single Phase Transfer oris transferred in part to one or more transferees but so that any transfer of part must complywith the other requirements of this paragraph 2.

2 4 he Council shall within 10 Working Days after receipt of the Transfer Pack give written noticeto the Buyer either:

2 4 1 ccepting the plan(s) and the form of proposed form of transfer for the Relevant Phasecontained in the Transfer Pack (the Transfer Acceptance Notice ); or

2 4 2 ejecting the plan(s) and/or such form of transfer and specifying in detail the Councilsreasons therefor (the Transfer Rejection Notice );and where the Council fails to serve a Transfer Acceptance Notice or a Transfer RejectionNotice the Council shall be deemed to have accepted the plan(s) and the form of proposedform of Phase Transfer for the Relevant Phase contained in the Transfer Pack.

2 5 here the Council serves or is deemed to have served a Transfer Acceptance Notice theform of proposed Phase Transfer for the Relevant Phase contained in the Transfer Pack shallbe treated as the agreed form of plan(s) and Phase Transfer for the Relevant Phase for thepurposes of this Agreement and ancillary documents.

2 6 here the Council serves a Transfer Rejection Notice, the Council and the Buyer shall use allreasonable endeavours to agree the final form of the relevant Phase Transfer (including theplan(s) to be appended) as soon as reasonably practicable but in any event within 10 WorkingDays of the date of service of the Transfer Rejection Notice. If agreement has not beenreached within this time frame, then either Party can refer the matter to be determined byreference to clause 40.4. The expert shall be required to determine the matter in questionwithin 10 Working Days of being appointed.

2 7 pon the Expert determining the plan(s) and/or Phase Transfer, then these shall be treatedas the agreed form of plan(s) and Phase Transfer for the Relevant Phase for the purposes ofthis Agreement and ancillary documents subject to the provisions of paragraph 2.8 of thisSchedule.

ibbs Green School3 1 he 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 thebasis that:

3 1 1 eference in paragraph 2.8 to the VP Date shall be a reference to the date for completion ofthe Gibbs Green School Transfer;

3.1 .2 references to the Base Transfer shall be construed as references to the Gibbs Green SchoolTransfer;

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3 1 3 references to the Phase Transfer shall include a reference also to the Gibbs Green SchoolTransfer

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