Dated 2010

(1) THE MAYOR AND BURGESSES OF THE LONDON BOROUGH OF BARN ET

(2) KLEINWORT BENSON (CHANNEL ISLANDS) CORPORATE SERVICES LIMITED

(3) KLEINWORT BENSON (JERSEY) TRUSTEES LIMITED ~ (4) HAMMERSON (BRENT CROSS) LIMITED

(5) CRICKLEWOOD REGENERATION LIMITED

(6) HAMMERSON (CRICKLEWOOD) LIMITED

(7) TRANSPORT FOR LONDON

Agreement

under Section 106 of the Town and Country Planning Act 1990 relating to land at Brent Cross, Cricklewood

Volume 1: Main Clauses &. Schedules 1 - 8

Eversheds LLP Tel 0845 497 9797 One Wood Street Fax 08454974919 London Int +442079194500 EC2V 7WS DX 154280 Cheapside 8

www.eversheds.com

.. EVERSHEDS-.

' ­

,- Dated 2010

(i) THE MAYOR AND BURGESSES O}" THE LONDON BOROUGH OF BARNET

(2) KLEINWORT BENSON (CHANNEL ISLANDS) CORPORATE SERVICES LIMITED

(3) KLEINWORT BENSON (JERSEY) TRUSTEES LIMITED

(4) HAMMERSON (BRENT CROSS) LIMITED

(5) CRICKLEWOOD REGENERATION LIMITED

(6) HAMMERSON (CRICKLEWOOD) LIMITED

(7) TRANSPORT FOR LONDON

Agreement

under Section 106 of the Town and Country Planning Act 1990 relating to land at Brent Cross, Cricklewood

Eversheds llP Tel 0845 497 9797 One Wood Street Fax 0845497 4919 London Int +442079194500 EC2V 7WS DX 154280 Cheapside 8

www.eversheds.com

CONTENTS Clause 1 INTERPRETATION 2 EFFECT OF THIS AGREEMENT 3 AGREEMENT TO BE CONDmONAL 4 OBLIGATIONS OF THE PARTIES 5 TERMINATION OF THIS AGREEMENT 6 AREAS OF THE SITE NOT BOUND BY THIS AGREEMENT AT

THE DATE HEREOF 7 NOTICES 8 COSTS OF THIS AGREEMENT 9 INDEX LINKING OF PAYMENTS 10 INTEREST ON LATE PAYMENTS 11 JURISDICTION 12 EXECUTION 13 MODIFICATION AND DISCHARGE OF OBLIGATIONS 14 VARIATION TO PHASES AND SUB-PHASES 15 VARIATION OR DISCHARGE OF CONDmONS 16 ALTERNATIVE DISPUTE RESOLUTION 17 COMMUNITY INFRASTRUCTURE LEVY 18 LIMITED RECOURSE Schedules 1. Defined Terms 2. Obligations of Developers, Brent Cross Partners and CRL to

LPA 2A. Affordable Housing Obligations of Developers, Brent Cross

Partners and CRL to LPA 3. Obligations of Developers, Brent Cross Partners and CRL to

LPA and TfL 4. LPA covenants to Developers 5. TfL covenants to Developers 6. Transport Interchange T2 (Replacement Brent Cross Bus

Station) - Design Principles 7. Developers' Interests in the Site (as at the

Agreement) 8. Plans attached to this Agreement 9. Forms for Confirmatory Deeds Forms 1 and 2 10. TSG Terms of Reference 11. Energy Panel's Terms of Reference 12. TAG Constitution 13. CAF Constitution including Wheelchair

Standards

date of this

Accessibility

14. Step-Free Access Feasibility Study - Scope and Brief (existing Brent Cross LUL Station and Cricklewood Station)

15. Framework Travel Plan (as at the date of this Agreement) 16. Car Parking Management Strategy Schedule - Car Parking

Management Principles 17. Matrix and Transport Reports Schedule (as at the date of this

lon_Jib1\4026141 \1

Page 2 5 9 11 13

14 15 16 16 17 17 17 17 18 18 19 21 22

18.

19. 20.

2l. 22.

23. 24.

25. 26.

27.

Agreement) Indicative Construction Programme (as at the date of this Agreement) CTF Schedule Construction Workers Travel Plan Framework (as at the date of this Agreement) The Estate Management Framework Principles PERS Study - Scope of proposal prepared by Transport Research Laboratory The Schedule of Mitigation Measures Parameters and Principles for Relocation Strategies (Non­Residential & Residential) The Draft Planning Conditions Framework Servicing and Delivery Strategy Parameters & Principles Dispute Resolution Procedure

_.. /

lon_lib1 \4026141\1

THIS AGREEMENT is made on ~& ~~2010

BETWEEN:

(1) The Mayor And Burgesses of the London Borough Of Barnet of The Town Hall, The

Burroughs, Hendon, London NW4 4BG ("the LPA");

(2) Kleinwort Benson (Channel Islands) Corporate Services Limited (registered in Jersey

under company number 332203) whose registered office is at Kleinwort Benson

House, West's Centre, St. Helier, Jersey, Channel Islands JE4 8PQ as the trustee of The Standard Life Investments UK Shopping Centre Trust (in such capacity

"Kleinwort") ;

(3) Kleinwort Benson (Jersey) Trustees Limited (registered in Jersey under company

number J7366) whose registered office is at Kleinwort Benson House, West's Centre, St. Helier, Jersey, Channel Islands JE4 8PQ as nominee for Kleinwort (in such

capacity "Kleinwort Trustees");

(4) Hammerson (Brent Cross) Limited (registered in England and Wales under company

number 03377460) whose registered office is at 10 Grosvenor Street, London W1K

4BJ ("HBCl");

(5) Cricklewood Regeneration Limited (registered in England under company number

03933142) whose registered office is at 10 Grosvenor Street, London W1K 4BJ

("Cricklewood Regeneration limited");

(6) Hammerson (Cricklewood) Limited (registered in England under company number

04789711) whose registered office is at 10 Grosvenor Street, London W1K 4BJ ("HCL"); and

-- (7) Transport for London of Windsor House 42-50 Victoria Street London SW1H OTL

("TfL").

BACKGROUND

(A) For the purposes of the 1990 Act, the lPA is the local planning authority for the area within which the Site is located and the local planning authority by which the

obligations contained in this Agreement are enforceable and which is principally responsible for the enforcement of the obligations.

(B) Tfl is the strategic transport authority responsible for the Strategic Transport Network in the vicinity of the Site and where in Schedule 3 (but not otherwise)

obligations are stated to be entered into with Tfl then Tfl in addition to the LPA is entitled to enforce those obligations in this Agreement relating to the Strategic Highway Network as set out in Schedule 3.

(C) Kleinwort, Kleinwort Trustees and HBCl are referred to collectively hereinafter as the

"Brent Cross Partners" and are the proprietors of those interests in the Site north of the A406 listed at Part 1 of Schedule 7 and within the area shown

1

indicatively shown shaded blue on the plan PL1A attached in Schedule 8 on

which part of the Northern Development is to be carried out.

(D) HCL are the proprietors of interests on those parts of the Site to the south of the

A406 listed at Part 2 of Schedule 7 and shown indicatively shaded blue on the

Plan PL1B attached in Schedule 8 on which part of the Southern Development is

to be carried out.

(E) Cricklewood Regeneration Limited is the proprietor of a conditional option to

purchase part of the Site to the south of the A406 pursuant to an agreement

dated 25 April 2000 as further identified at Part 2 of Schedule 7 and on which

part of the Southern Development is to be carried out. The land subject to the

agreement dated 25 April 2000 is indicatively shown shaded pink on the Plan

PL1B attached in Schedule 8, part of which land may be purchased by

Cricklewood Regeneration Limited (subject to the conditions of that agreement

being fulfilled).

(F) Cricklewood Regeneration Limited is a company formed for the purposes of

carrying out the Southern Development and CRL and HCL are collectively

referred to in this Agreement as "CRL".

(G) Pursuant to the Planning Application the Developers have applied for full

planning permission for the Strategic Access Points in the Development and

outline planning permission for the remainder of the Development.

(H) On the 19th of November 2009 29 July 2010 and 20th September 2010 the LPA's

Planning Committee resolved to grant the Permission subject, among other

matters, to the completion of this Agreement which makes provision for

regulating the Development and securing the matters referred to in this

Agreement.

(I) The parties have agreed to enter into this Agreement with the intention that the

obligations contained in this Agreement may be enforced by the LPA and (where

indicated) TfL against the Developers (either collectively or individually as may

be provided for herein) and subject to clauses 2.6 and 2.7 their respective

successors in title.

OPERATIVE PROVISIONS

1. INTERPRETATION

1.1 In this Agreement those defined words terms and expressions set out in

Schedule 1 shall have the meanings ascribed to them therein.

2

1.2 In this Agreement:

1.2.1

1.2.2

1.2.3

1.2.4

'- 1.2'.5

'-'

1.2.6

1.2.7

1.2.8

1.2.9

1.2.10

the clause headings do not affect its interpretation;

unless otherwise indicated, references to clauses and Schedules are to

clauses of and Schedules to this Agreement and references in a

Schedule to a Part or paragraph are to a Part or paragraph of that

Schedule;

references to any statute or statutory provision include references to:

Ca) all Acts of Parliament and all other legislation having legal effect in

the United Kingdom as' directly or indirectly amended,

consolidated, extended, replaced or re-enacted by any subsequent

legislation; and

Cb) any orders, regulations, instruments or other subordinate

legislation made under that statute or statutory provision;

save for where covenants are expressed so as to bind a particular part

of the Site references to the Site include any part of it;

subject to clauses 2;6 and 2.7 references to any party in this

Agreement include the successors in title of that party in respect of the

interests in the Site bound by this Agreement at the date of this

Agreement and in the case of any other body referred to in this

Agreement shall include their successor bodies

references to the LPA include any successor local planning authority

under the 1990 Act;

any reference to the LPA shall mean The Mayor And Burgesses of the

London Borough Of Barnet exercising any of its statutory powers or

statutory functions as local planning authority for the purposes of the

1990 Act;

references to TfL include any statutory successor to TfL as strategic

transport authority for London exercising its current statutory powers

under or any of them under the Greater London Authority Acts 1999 and

2007 or any other relevant legislation;

"including" or "include" means "including, without limitation" or "include

without limitation";

any covenant by the Developers and/or by the Brent Cross Partners

and/or by CRL not to do any act or thing includes a covenant not to

permit or allow the doing of that act or thing;

3

1.2.11 if any provIsion is held to be illegal, invalid or unenforceable, the

legality, validity and enforceability of the remainder of this Agreement is

to be unaffected unless and to the extent that such illegality invalidity

and/or unenforceability shall cause the purposes of this agreement

taken as a whole to fail;

1.2.12 in this agreement references to "CRL" shall (subject to clause 1.3) be

deemed to include Cricklewood Regeneration Limited and HCL

collectively.

1.3 Covenants in this Agreement by the Brent Cross Partners shall be deemed to be

covenants by Kleinwort, Kleinwort Trustees and HBCL jointly and their liability for

such covenants shall be joint and several and all covenants by CRL shall be

deemed to be covenants by Cricklewood Regeneration Limited and HCL jointly

and their liability for such covenants shall be joint and several.

1.4 The Brent Cross Partners and CRL are referred to together as the "Developers"

in this Agreement and where any work or covenant under this Agreement is to

be performed by the Developers (as opposed to the Brent Cross Partners and/or

CRL individually) it shall be deemed to be a covenant by those parties jointly and

their liability for such covenant shall be joint and several (but otherwise the

liability of the Hrent Cross Partners and CRL shall not be joint and several).

1:5 Save where othe"rwise specified in this Agreement none of the provisions of this

Agreement shall be enforceable by virtue of the Contracts (Rights of Third

Parties) Act 1999 by any person not a party to it.

4

2. EFFECT OF THIS AGREEMENT

2.1 This Agreement is made pursuant to section 106 of the 1990 Act. To the extent

that they fall within the terms of section 106 of the 1990 Act, the obligations

contained in this Agreement are planning obligations for the purposes of section

106 of the 1990 Act and are enforceable by the LPA and certain of the

obligations and other covenants and agreements (where applicable as specified

in Schedule 3) are also enforceable by TfL pursuant to the statutory powers as

specified in clause 2.2 below.

2.2 The provisions of Schedule 3 and Schedule 5 are also made pursuant to

Section 156 and Schedules 10 and 11 of the Greater London Authority Act 1999

and all other powers so enabling in connection with the intent that the said

obligations covenants and agreements are also enforceable by and against TfL.

2.3 To the extent that any of the obligations contained in this Agreement are not

planning obligations within the meaning of the 1990 Act, they are entered into

by the LPA pursuant to the powers contained in section 111 Local Government

Act 1972, section 2 Local Government Act 2000 and section 16 of the Greater

London Council (General Powers) Act 1974 and all other enabling powers.

2.4 Save where legally permitted nothing in this Agreement restricts or is intended

to restrict the proper exercise at any time by the LPA, the Council or TfL of any

of their respective statutory powers, functions or discretions in relation to the

Site or otherwise.

2.5 This Agreement will be registered as a local land charge by the LPA.

2.6 Save if and to the extent that may be expressly provided in this clause 2.6 the

obligations in this Agreement will not be enforceable:

2.6.1 against any buyers or owners or lessees or occupiers or occupational

tenants or persons deriving title under the Developers or any of them

(but for the avoidance of doubt excluding any such party or parties

acting as a Principal Developer) in respect of any:

(a) individual Dwelling forming part of the Development erected or

constructed on the Site pursuant to the Permission; or

(b) individual commercial unit forming part of the Development

erected or constructed on the Site pursuant to the Permission,

5

(unless and to the extent that the obligations contained in Schedule 2,

Schedule 2A and Schedule 3 expressly state or necessarily imply that

they shall bind and be enforceable against owners, lessees and

occupiers of individual units of occupation within the Development); or

2.6.2 against any statutory undertaker in respect of its operational land and

any other land upon or in which their statutory apparatus is situated

(unless and to the extent that such land is intended to be acquired by

the Developers and/or the Brent Cross Partners and/or CRL for the

purposes of the Development); or

2.6.3 against any existing or future owners or lessees or occupiers or

occupational tenants or persons deriving title under the Developers or a

Principal Developer or any of them in respect of any residential dwelling

and/or commercial unit:

(a) which is currently erected on the Site at the date of this

Agreement with the exception of:

(i) the Existing John Lewis Store following the commencement

of the Development in respect of which those obligations in

Schedules 2 and 3 which are expressly binding on the

Existing John Lewis Store shall be binding on the future

owners or lessees or occupiers or occupational tenants or

persons deriving title to the Existing John Lewis Store under

the Developers;

(H) future owners or lessees or occupiers or occupational tenants

or persons deriving title under the Developers to any other

existing unit within the existing Brent Cross Shopping Centre

as and when any such unit shall be first occupied or re-let

. and thereafter on .any further occupation or re-letting

following the Commencement of the Development (including

the renewal or re-grant of any existing tenancy of any such

unit insofar as it may be lawful to impose such obligations

upon the renewal of such tenancies) in respect of the

Framework Travel Plan obligations and the Occupier Travel

Plan obligations contained respectively in paragraphs 16

and 17 of Schedule 3; and/or

(b) erected or constructed on the Site after the date of this Agreement

but which is not part of the Development pursuant to the

Permission or a Section 73 Permission and for the avoidance of

doubt the owner and/or occupier of any new units created

6

constructed extended or let within the existing Brent Cross

Shopping Centre (whether as a result of re-configuation of internal

'._- floorspace made possible or expedient by the Development or

otherwise) or any re-letting of any sub-divided or extended unit on

any other part of the Site prior to its redevelopment shall not be

excluded from liability under this sub-clause (b) in respect of the

Framework Travel Plan obligations and the Occupier Travel Plan

obligations contained respectively in paragraphs 16 and 17 of

Schedule 3,

and for the avoidance of doubt it is hereby expressly acknowledged by

the LPA that subject to the provisions of this clause 2.6 (unless and to

the extent that the obligations contained in Schedule 2, Schedule 2A

and Schedule 3 expressly state that they shall bind and be enforceable

against such persons) no individual buyer or lessee or occupier or

occupational tenant or persons deriving title under the Developers or

any Principal Developers or any of them in respect of an individual

Dwelling or of an individual commercial unit forming part of the

Development shall be liable for the payment of any financial

contributions or for the provision of the items of Critical Infrastructure

required by this Agreement SAVE AND EXCEPT if and to the extent any

estate management charges apportionments of costs or other payments

may be payable by such persons to the LPA in certain circumstances

pursuant to express provisions within the Estate Management

Framework and/or any supplementary planning agreement relating

thereto if and insofar as such payments shall or may become due to the

LPA either directly or in default following a reasonable period for the

Developers and or the Estate Management Body to remedy any breach

(including in the event of the insolvency or default of the Developers

and/or any Estate Management Body appointed to manage any part of

the Development under the Estate Management Framework and any

planning obligations contained in a Planning Agreement made

subsequent to the date of this Agreement in conjunction with the

approval of the Estate Management Framework pursuant to the

Permission).

2.7 No mortgagee or proprietor of a financial charge of any party to this Agreement

or of their successors in title or of any owner, lessee, occupier or tenant who is

liable for the performance of obligations under this Agreement will incur any

liability for any breach of the obligations contained in this Agreement unless and

7

'-_/

until it becomes a mortgagee or chargee in possession of the Site or appoints a

receiver or administrative receiver or forecloses under its security and then its

liability (including for antecedent breaches occurring before it becomes a

mortgagee or chargee in possession of the Site or appoints a receiver or

administrative receiver) shall endure only for such period when such mortgagee

or person is in possession save in respect of any breaches by such mortgagee or

person whilst it is in possession which shall be enforceable against such person

pursuant to clause 4.8.

2.8 For the avoidance of doubt, where any obligation in this Agreement is expressly

stated as binding a Phase of the Development (or any Sub Phase or Plot therein)

that obligation shall only be enforceable against those with an interest in the said

Phase (or as the case may be Sub Phase or Plot therein) PROVIDED

NEVERTHELESS that nothing in this clause 2.8 shall affect or apply to any of the

Developers' obligations which take effect and shall be complied with before

Commencement of the Development or before Commencement of any Phase of

the Development (including any obligation to make a Phase Contribution);

2.9 (Subject to clause 15 below relating to (a) any application made in respect of

the Permission and (b) any permission issued by the LPA, under Section 73 of

the 1990 Act) nothing in this Agreement prohibits or limits the right to develop

any part of the Site in accordance with a planning permission, other than the

Permission as specified in the Planning Application, granted after the date of this

Agreement, whether or not pursuant to an appeal.

2.10 Following complete compliance With any obligation and a reasonable written

request to do so the LPA and/or the TfL shall as soon as reasonably practicable

following such request issue written notification of such compliance to the

Developers and/or the Brent Cross Partners and/or CRL (as the case may

require).

2.11 Subject to the proviso to clause 4.7 below and the appropriate application of

the Reconciliation Mechanism in accordance with Condition 1.17 of the

Permission and paragraph 3 of Schedule 2 to this Agreement any details

programme method statement specification drawing strategy report or other

document annexed or referred to or approved by the LPA (and/or TfL where

required) under this Agreement or under the Permission (or both) will be

deemed from the date of the relevant Reserved Matters Approval or Other

Matters Approval (as the case may be) to be amended or replaced for the

purposes of this Agreement and (where applicable the Permission) by an

8

amendment to or replacement of such document that is duly submitted to and

approved by the LPA and/or TfL under this clause or any other provision in this

Agreement or under any condition attached to the Permission (as the case may

be) PROVIDED that (for the avoidance of doubt) the Developers shall have dUly

complied with Clause 14 in relation to any relevant variations to any Phase

and/or Sub-Phase.

'­3. AGREEMENT TO BE CONDITIONAL

- 3.1 Subject to (and save as detailed in) clause 3.2, the obligations contained in

clauses 4.1 to 4.3 (and the Schedules referred to in those clauses) shall come -~

into effect so as to be enforceable against the Developers or the Brent Cross

Partners and/or CRL as the case may be on the dates or the happening of the

events as specified or necessarily implied having due regard to the Conditions

contained in the Permission in relation to the specific obligations as set out in

Schedules 2, and 2A of this Agreement and the Developers, the Brent Cross

Partners, CRL, the LPA and TfL agree that the provisions of Schedule 3 shall

come into force forthwith on the date when the Permission is granted and that

the obligations covenants and provisions therein contained shall take effect from

that date unless and to the extent that a contrary intention is clearly expressed

in the paragraphs of Schedule 3 PROVIDED THAT (in the case of any obligations

under this Agreement which come into effect or which bind any part of the Site

(or which link any liability to) as and when any actions (including

Commencement) are taken or events occur pursuant to the Permission or under

any of the conditions attached to the Permission) the Developers the Brent Cross

Partners and/or CRL shall only be liable to observe and perform such obligations

if and to the extent that they (or in the case of joint and several obligations

either of them) directly or indirectly take the relevant actions and/or procure or

cause the relevant actions to be taken or the relevant event to occur PROVIDED

NEVERTHELESS THAT the Commencement of Phase 1 by either the Brent Cross

Partners or CRL shall have the effect of making the other party liable to observe

and perform its obligations in respect of the Northern Primary Development or

the Southern Primary Development as the case may require.

3.2 Save in relation to:

3.2.1 any joint and several obligations binding on the Developers under the

terms of this Agreement (which joint and several obligations for the

avoidance of doubt shall include the Developers' obligations to make the

9

relevant Phased Payments relating to the Consolidated Transport Fund

under paragraph 1 of Schedule 3); and

3.2.2 the obligation of the Brent Cross Partners to carry out the Bus Station

(Permanent Enhancement Works) in accordance with paragraph 4.1 of

Schedule 3,

(and subject to any deed of modification or planning obligation completed in

accordance with clauses 13 and 14 and Condition 4.2 of the Permission (or,

as the case may require, under a Section 73 Permission and an appropriate

deed of modification under clause 15) to effect any consequential changes

resulting from a change of Phase. or to approve a Sub-Phase) in the event that a

Phase or Sub-Phase is approved under Condition 4.2 of the Permission or under

a Section 73 Permission which only comprises development to be carried out by

the Brent Cross Partners in the Northern Development or by CRL in the Southern

Development (as the case may be) and such development is Commenced by the

Brent Cross Partners or CRL (as the case may be) without the other Developer

having Commenced the Development then the obligations contained in clauses

4.1 to 4.3 (and the Schedules referred to in those clauses) only come into effect

so as to be enforceable against the Developer which has Commenced the

Development in such Phase and will not be enforceable against the other

Developer (or any persons deriving title under them) unless and until they

subsequently Commence the Development in such Phase or Phases (save and

except as otherwise provided in clause 3.1) AND PROVIDED NEVERTHELESS

THAT,

3.2.3 (for the avoidance of doubt) nothing in this clause 3.2 shall exclude the

Brent Cross Partners and/or CRL from being liable to perform and

observe their respective covenants and obligations in relation to the

Northern Primary Development and the Southern Primary Development

respectively if and when the Development shall have Commenced

(whichever of them shall have Commenced the Development);

3.2.4 nothing in this clause 3.2 shall exempt the Developers (and/or the

Brent Cross Partners and/or CRL as the case may be) from making the

Phased Payments into the Consolidated Transport Fund as defined in the

CTF Schedule (subject tcany deed of modification or planning obligation

completed in accordance with clauses 13 and 14 and Condition 4.2 of

the Permission to effect the consequential changes resulting from a

change of any Phase or Sub-Phase); and

3.2.5 this clause 3.2 shall be subject to the Developers (and/or the Brent

Cross Partners and/or CRL as the case may be) complying fully with the

provisions of clauses 6, 13 and 14 and with paragraph 2.1 of

Schedule 2 in relation to the Commencement of Phase 1.

10

4.1

4.

4.2

4.3

4.4

4.5

4.6

OBLIGATIONS OF THE PARTIES

The Developers (and/or the Brent Cross Partners and/or CRL as the case may

be) (so as to bind their relevant interests in the Site or any part thereof already

held by any of them and such further interests in the Site or any part thereof as

shall be acquired by any of them after the date of this Agreement and bound by

a completed Confirmatory Deed Form 1 in accordance with clause 6 and

Condition 6 of the Permission) covenant with the LPA to comply with the

Developers' obligations set out in Schedule 2 and 2A and covenant with the

LPA and TfL to comply with the Developers' obligations set out at Schedule 3 in

relation to the Development.

Brent Cross Partners (so as to bind their relevant interests in the Site or any part

thereof already held by any of them and such further interests in the Site or any

part thereof to be acquired by any of them after the date of this agreement and

bound by a completed Confirmatory Deed Form 1 in accordance with clause 6

hereof and Condition 6 of the Permission) covenant with the LPA to comply

with the Brent Cross Partners' obligations set out in Schedule 2 and 2A and

covenant with the LPA and TfL to comply with the Brent Cross Partners'

obligations set out at Schedule 3 in relation to the Northern Development.

CRL (so as to bind their relevant interests in the Site already held by any of

them and such further interests in the Site to be acquired by CRL after the date

of this agreement and bound by a completed Confirmatory Deed Form 1 in

accordance with clause 6 hereof and Condition 6 of the Permission) covenants

with the LPA to comply with CRL's obligations set out in Schedule 2 and 2A

and covenants with the LPA and TfL to comply with CRL's obligations set out at

Schedule 3 in relation to the Southern Development.

The LPA covenants with the Developers (and/or the Brent Cross Partners and/or

CRL as the case may be) to comply with the covenants specified to be on it in

this Agreement and the additional LPA covenants set out in Schedule 4.

TfL covenants with the Developers (and/or the Brent Cross Partners and/or CRL

as the case may be) to comply with the covenants specified to be on it in this

Agreement and the additional TfL covenants set out in Schedule 5.

The LPA agrees with the Developers that it will issue the Permission as soon as

reasonably practicable after completion of this Agreement.

11

4.7 The LPA and TfL agree with the Developers to act reasonably, properly and

diligently in the public interest in exercising their discretion and discharging their

functions under this Agreement. In particular, where any notice, consent,

approval, authorisation, deed, licence, order, certificate, determination,

response, inspection, agreement or other similar affirmation or expression of

satisfaction or the like is required or can expressly be sought by the Developers

under the terms of this Agreement, the LPA and TfL will not unreasonably

withhold or condition or delay such notice, consent, approval, authorisation,

deed, licence, order, certificate, determination, response, inspection, agreement

or other similar affirmation or expression of satisfaction or the like PROVIDED

THAT:

4.7.1 where:

(a) any clause paragraph or obligation in this Agreement is stated to

apply unless otherwise agreed with the LPA or any person acting

on its behalf (or according to words of similar effect); and

(b) an application for a Development Consent is expressed by or

intrinsic to or otherwise reasonably implied by any application to _./

the LPA for such agreement approval consent or authorisation to

vary the obligations by or on behalf of the Developers (and/or the

Brent Cross Partners and/or CRL as the case may be),

then the application for such agreement may only be made if and

insofar as any such application for a Development Consent is Within the

ambit and scope of the Permission and either (a) it is not reqUired to be

accompanied by an environmental statement under the EIA Process

(including having regard to conclusions of any appropriate screening

process under the EIA Process) or (b) the application to the LPA for such

Development Consent is accompanied by an additional and/or up to date

and relevant environmental statement which satisfies the requirements

of the EIA Process and upon receipt of which the LPA shall comply with

or procure compliance With and ensure satisfaction of all relevant _/

decision-making principles procedures formalities and consultation

requirements under the EIA Process before it proceeds to determine

such application);

4.7.2 any such agreement by the LPA may be on such terms as the LPA shall

acting reasonably in the public interest consider to be necessary as the

basis of such agreement including the requirement of any alternative or

additional mitigation measures and/or planning obligations in

substitution for (or in addition to) the provisions contained in such

12

clause paragraph or obligation in this Agreement or any subsequent

relevant Planning Agreement; and

4.7.3 the LPA and TfL shall have due regard to all material considerations

including the need to avoid undermining the requirement to seek

comprehensive development in accordance with UDP 2006 Policy C1.

4.8 No person will be liable for any breach of the terms of this Agreement occurring

after the date on which they part with their interest in the Site or (in respect

only of obligations which bind only part of the Site) the part of the Site in respect

of which such breach occurs PROVIDED NEVERTHELESS THAT they will remain

liable for any antecedent breaches of this Agreement occurring in respect of the

Site or (in respect only of obligations which bind only part of the Site) such part

of the Site in which they held an interest.

4.9 Neither (i) the reservation of any rights or benefit of such rights nor (iI) the

inclusion of any covenants or restrictions or easements over the Site or part of

the Site in any transfer or the benefit of such covenants or restrictions or

easements will constitute the retention of an interest for the purposes of

clause 4.8.

4.10 Where under the provisions of this Agreement it is agreed or required that a

subsequent Confirmatory Deed and/or Planning Agreement and/or deed of

modification is to be entered into between the Developers the LPA and/or TfL

then the LPA and TfL hereby covenant with the Developers.

4.10.1 to enter into any such Confirmatory Deed and/or Planning Agreement

and/or Deed of Modification if and insofar as it may be lawful and

reasonable in the public interest for them to do so and subject to

payment of their reasonable legal fees'in connection with the negotiation

and completion of the same; and

4.10.2 not to unreasonably withhold or delay agreeing to or executing or

completing any such Confirmatory Deed and/or Planning Agreement

and/or deed of modification in accordance with clause 4.7.

5. TE,RMINATION OF THIS AGREEMENT

5.1 This Agreement will be terminated and cease to have any further effect from the

date upon which:

13

5.1.1 the Permission is quashed, revoked or otherwise withdrawn without the

consent of the Brent Cross Partners and/or CRL (or the relevant one of

them as the case may be); or

5.1.2 the Permission expires without the Development having been

Commenced in accordance with Conditions 1.2 to 1.4 of the

Permission.

5.2 Where this Agreement is terminated and ceases to have. effect under clause 5.1

the LPA is, on the written request of the Brent Cross Partners or CRL, to vacate

or cancel the entry made in the Local Land Charges register in relation to this

Agreement and to issue written notification of such to the Brent Cross Partners

and CRL.

6. AREAS OF THE SITE NOT BOUND BY THIS AGREEMENT AT THE DATE

HEREOF

6.1 The Developers and Brent Cross Partners and CRL (as the case maybe) hereby

respectively covenant with the LPA and TfL that if and to the extent that they (or

any of them) shall acquire any freehold or leasehold and/or any eqUitable

interests in respect of any part of or interest in the Site not already bound by the

obligations of this Agreement then those of them that have acquired such

interests shall forthwith notify the LPA and enter into and deliver to the LPA an

executed deed substantially in the form of the Confirmatory Deed Form 1 (with

all relevant requisite details accurately entered) so as to bind and make such

interests subject to the planning obligations contained in this Agreement (in so

far as they relate to such interests and/or parts of the Site and remain to be

observed performed and/or complied with) unless otherwise agreed in writing by

the LPA in accordance with clause 4.7.

'_. /

6.2 Without prejudice to any other approval that may be obtained under Condition

6.2 of the Permission the LPA hereby grants approval to the Brent Cross

Partners and CRL for the purposes of such condition so as to exclude the need

for them to bind the following estates and interests in any part of the Site under

Condition 6.1 of the Permission (or any subsequent eqUivalent condition) prior

to commencement of the relevant Phase of the Development and for the

avoidance of doubt it is agreed and declared that such estates and interests

(with the exception of those identified in paragraph 6.2.3 for the relevant

Phase) shall nevertheless be bound to such obligations (if and to the extent that

they remain to be performed observed or complied with) forthwith on the

14

transfer of such estates and interests to the Developers or the Brent Cross

Partners or CRL (as the case may be):

6.2.1 the Council's estates and interests included in the relevant Phase of the

Development if and to the extent that the Developers and/or Brent

Cross Partners and/or CRL (as the case may require) shall demonstrate

to the LPA's reasonable satisfaction that they are in the process of

preparing to Commence and carry out the relevant Phase of the

Development on that part of the Site pursuant to a development

agreement with the Council;

6.2.2 any operational land of statutory undertakers (and highways land and

structures u·nless and to the extent that any such highway comprising

such land or structure is to be extinguished under a highways stopping

up closure or diversion order) AND PROVIDED that (for the avoidance of

doubt) this sub-clause 6.2.2 shall not apply to any part of the land

shown shaded pink on Plan PLlB (contained in Schedule 8) which CRL

is entitled to acquire under CRL's option as referred to in Recital (E) to

this Agreement;

6.2.3 any other minor or marginal estate or interest in the Site which it is

agreed in writing by the LPA can be excluded from the obligation to bind

the Site in the relevant Phase without in any way compromising or

otherwise undermining the future enforceability of this Agreement in the

public interest and in accordance with the LPA's relevant statutory

duties. As soon as reasonably practical after any request to do so the

LPA will use reasonable endeavours to issue a notice to the Brent Cross

Partners or CRL as to whether or not it agrees that any particular estate

or interest qualifies for exclusion under this sub-clause 6.2.3.

6.3 Confirmatory Deeds Form 2 will (insofar as lawful and reasonably practicable) be

negotiated and completed in accordance with the provisions set out in

Schedules 4and 9.

7. NOTICES

7.1 Any notice, demand or any other communication served under this Agreement

will be effective only if delivered by hand or sent by first class post, pre-paid or

recorded delivery (unless expressly stated otherwise).

7.2 Any notice, demand or any other communication served is to be sent to the

address of the relevant party set out at the beginning of this Agreement or to

such other address as one party may notify in writing to the others at any time

as its address for service.

._. 15

7.3 Unless the time of actual receipt or a failure to receive is proved, a notice,

demand or communication sent by the following means is to be treated as

having been served:

7.3.1 if delivered by hand, at the time of delivery;

7.3.2 if sent by post, on the second working day after posting; or

7.3.3 if sent by recorded delivery, at the time delivery was signed for.

7.4 If a notice, demand or any other communication is served after 4.00 pm on a

working day, or on a day that is not a working day, it is to be treated as having

been served on the next working day.

7.5 For the avoidance of doubt, where proceedings have been issued in the Courts of

England and Wales, the provisions of the relevant Court's rules (such as the Civil

Procedure Rules) must be complied with in respect of the service of documents

in connections with those proceedings.

8. COSTS OF THIS AGREEMENT

8.1 Upon completion of this Agreement the Developers shall pay to the LPA and TfL

their reasonable and proper legal costs in connection with the preparation,

negotiation and completion of this .I\greement.

9. INDEX LINKING OF PAYMENTS

9.1 Unless otherwise specified where a specific fixed sum is referred to in this Deed

Indexation shall commence from 19 November 2009 and where appropriate in

other cases will run from the date whe:re the sum is ascertained.

9.2 Unless the provisions in this Deed provide otherwise any sums expressed to be

Index-linked shall be Index-linked from the most recently published index prior

to 19 November 2009 until the most recently published index prior to the date of

payment.

9.3 For the avoidance of doubt it is hereby agreed by the parties to this Agreement

that (if and to the extent that any of the relevant indices shall cease to exist or

shall change so as to no longer be appropriate for the purposes of index linking

the relevant payments to which they apply) all parties shall act reasonably and

properly in reaching agreement as to an appropriate alternative or replacement

index or basis to use for the index linking of the relevant payments under this

agreement with a view to ensuring that the specific financial contributions stated

16

in this Agreement are appropriately updated to ensure that they effectively

provide the benefits mitigation or improvements for which they are intended to

be used.

10. INTEREST ON LATE PAYMENTS TO THE LPA AND TfL

10.1 Without prejudice to any other remedies that may be available to the LPA in

respect of any delay or default in the Developers (or any of them) making any

payment to the LPA in accordance with this Agreement) the Developers (or as

the case may be the Brent Cross Partners or CRL) shall pay to the LPA in

addition to such payments interest at a rate equivalent to 2 % over Base

Lending Rate of Barclays Bank plc (or such other interest rate as may be

reasonably agreed with the Brent Cross Partners and/or CRL (as the case may

be) for this purpose from time to time) from the date when such payment was

due to be made until the date of actual payment.

11. JURISDICTION

11.1 This Agreement is to be governed by and interpreted in accordance with the law

of England and Wales.

11.2 The courts of England and Wales are to nave jurisdiction in relation to any Court

proceedings between the parties arising out of or related to this Agreement.

This clause operates for the benefit of all of the parties to this Agreement who

retain the right to sue and enforce any judgment in the courts of any competent

jurisdiction.

12. EXECUTION

12.1 The parties have executed this Agreement as a deed and it is delivered on the

date set out above.

13. MODIFICATION AND DISCHARGE OF OBLIGATIONS IN THIS AGREEMENT

13.1 The individual obligation(s) in this Agreement may be modified and/or

discharged pursuant to Section 106A of the 1990 Act as follows:

13.1.1 any individual obligation(s) in Schedule 3 may be modified and/or

discharged by a deed of agreement between the LPA and TfL and the

party or parties against which such individual obligation(s) is or are

enforceable under the express terms of this Agreement including any

17

Confirmatory Deed or deed of modification or other deed supplemental

thereto; or

13.1.2 any individual obligations in Schedule 2 and/or Schedule 2A may be

modified by a deed of agreement between the LPA and the party or

parties against which such individual obligation(s) is or are enforceable

under the terms of this Agreement PROVIDED NEVERTHELESS (for the

avoidance of doubt) that if and to the extent that such variations or

modifications may have the effect of varying or discharging in whole or

in part the obligations and provisions contained in Schedule 3 then the

relevant deed of modification and/or discharge will also require TfL to be

a party;

13.1.3 pursuant to an application made pursuant to Section 106A(3) of the

1990 Act or appeal pursuant to Section 106B of the 1990 Act.

13.2 The LPA and where applicable TfL agree (subject to clauses 4.7 and 4.10) not

to unreasonably withhold or delay agreeing to or executing or completing any

deed of modification to this Agreement.

14. VARIATIONS TO PHASES AND SUB-PHASES

14.1 To assist in the interpretation and implementation of this Agreement and the

Permission (and for the avoidance of doubt) the Developers and/or Brent Cross

Partners and/or CRL (as the case may be) in relation to any application under

Condition 4.2 of the Permission (to change a Phase or sub-divide it into Sub­

Phases) shall:

14.1.1 diligently prepare and submit to the LPA and TfL a comprehensive and

clear statement of the proposed changes to the Phases or Sub-Phases

and provide all relevant information required in order to comply in full

with the requirements of Condition 2.1 and 4.2 of the Permission.

14.1.2 (unless the LPA shall otherwise agree in accordance with clause 4.7)

submit with any such application such draft deed of modification or

discharge as may be necessary to give effect to the consequential

changes to the wording and interpretation of this Agreement (including

any variations to the CTF Schedule) and/or the Indicative Construction

Programme and/or any relevant Detailed Delivery Programme to be

approved under Conditions 5.1 and/or 5.2) of the Permission,

15. VARIATION OR DISCHARGE OF CONDITIONS CONTAINED IN THE PERMISSION UNDER SECTION 73 OF THE 1990 ACT

18

15.1 The Developers covenant with the LPA:

15.1.1 that the Developers shall provide the LPA and TfL with not less than 5

(five) working days written notice of their intention to submit any

Section 73 Application;

15.1.2 that (unless the LPA otherwise agrees in accordance with clause 4.7)

any Section 73 Application shall be accompanied by a full draft deed of

modification setting out all necessary and consequential amendments to

this Agreement (including any such modifications amendments or

variations to this Agreement that may have been effected earlier than

such Section 73 Application);

15.1.3 the Developers shall not Commence or carry out any development under

the Section 73 Permission until a deed of modification (or in the event

that such Section 73 Application is determined at appeal a deed of

modification or a planning obligation) has been completed in relation to

such Section 73 Permission; and

15.1.4 that in the event that (following a failure by the Developers to comply

with this clause 15) a Section 73 Permission is granted by the LPA and

the relevant deed of modification has not been completed as required

and/or if the Developers shall (upon being requested to do so by the

LPA) refuse to enter into a deed of modification required under this

clause 15 then the LPA shall (under section 97 of the 1990 Act) be

entitled to revoke the Section 73 Permission without the LPA or the

Developers incurring liability for any payment or reimbursement of

compensation.

16. ALTERNATIVE DISPUTE RESOLUTION

16.1 Save in respect of disputes to be referred to an Expert under the terms of this

Agreement the LPA, TfL and the Developers (and/or the Brent Cross Partners

and/or CRL as the case may require) hereby agree that in the event that any

dispute disagreement or other substantive matter of contention shall arise

between them as to the terms of this Agreement and/or the performance of the

powers duties and other functions of any of the parties under it and in which

proceedings are likely to be or may already have been commenced in the courts:

(a) the parties shall (save in case of emergency) first refer said dispute to

senior representatives of the parties in dispute who shall (within ten

working days of a notice from any party to the others) meet to attempt

in good faith to resolve the dispute amicably on a full and final basis;

19

(b) in the absence of such resolution the parties shall then use such

alternative dispute resolution mechanisms as may be appropriate in the

circumstances of the case and having due regard to all relevant judicial

protocols and other relevant gUidance ?lnd advice and shall not

unreasonably withhold or delay their agreement to such a procedure;

(c) the parties shall act reasonably in consequence

under an alternative dispute resolution process.

of a decision made

16.2 For the avoidance of doubt it is agreed and declared that nothing in clause 16

shall require the LPA and/or TfL (as the case may require) to act otherwise than

lawfully and reasonably in the public· interest in resolving any such dispute

disagreement or other substantive matter of contention.

16.3 Subject to clauses 16.4 to 16.10 inclusive any difference disagreement

question which arises between the parties in respect of:

or

16.3.1 a failure to agree an alternative or replacement index in accordance with

clause 9.3; ~/

16.3.2 the amount of any external consultants and legal costs payable by the

Developers in accordance with paragraph 22.1.2 of Schedule 2; and

16.3.3 any amendments or revisions to the constitution and protocols of the

Transport Advisory Group in accordance with paragraph 9.3 ·of

Schedule 3;

may be referred to an Expert under

accordance with clauses 16.4 to 16.7.

the Dispute Resolution Procedure in

_/

16.4 Any such difference disagreement or question between the parties as is specified

in-clause 16.3 shall first be referred to senior representatives of the parties in

dispute who shall (within ten working days of a notice from any party to the

other(s) meet to attempt in good faith to resolve the dispute amicably on a full

and final basis.

16.5 The parties agree that such difference disagreement or question shall

constitute a Dispute for the purposes of clause 16.3 unless and until either:

not

16.5.1 the parties are not able to conduct such meeting within the ten working

day period; or

16.5.2 such meeting has taken place but the disagreement remains unresolved.

16.6 The decision of the Expert under the Dispute Resolution Procedure shall (save in

the case of manifest error) be final and binding on all of the parties to the

20

Dispute but shall not preclude the Developers from recommencing any approval

procedure under the terms of this Agreement with revised proposals.

16.7 Each party shall bear their own costs in relation to preparing and submitting

evidence to the Expert save that the Expert shall have the power to determine

how costs (including those for remunerating the Expert) are to be awarded and

such an award shall be final and binding on the parties (except in the case of

manifest error).

17. COMMUNITY INF~STRUCTURE lEVY

17.1 For the purposes of this clause, "CIl" means a tax, tariff or charge introduced by

the LPA pursuant to regulations enabled by the Planning Act 2008 including the

Community Infrastructure Regulations 2010 (or any. sUbsequent proposed

legislation to fund the delivery of infrastructure known as the "community

infrastructure levy" or known by any other name).

17.2 If, after the date of this Agreement, a CIl is introduced that is applicable to the

Development then the parties to this Agreement will use all reasonable

endeavours to agree variations to this Agreement with the intent that:

17.2.1 the mitigation measures delivery of Critical Infrastructure environmental

improvements and other improvements works and planning benefits

secured by this Agreement must continue to be effectively secured and

delivered and so as to ensure that adequate mitigation is prOVided in

relation to the anticipated impacts of the Development or any Phase or

Sub-Phase as appropriate; and

17.2.2 the Developers (and/or the Brent Cross Partners and/or CRl as the case

may be) must not be left or put in a position where they are

unreasonably and unnecessarily placed in a worse financial position as a

consequence of the CIl in respect of the obligations contained in the

Schedules than they would be in if they were to fully perform the

obligations in this Agreement on the assumption that no CIl had been

introduced.

17.3 Any variations that are agreed between the lPA and/or Tfl and the Developers

(and/or the Brent Cross Partners and/or CRl as the case may be) shall be

effected by means of a deed of modification completed in accordance with

clause 13..

17.4 The parties to this Agreement hereby agree and declare that (haVing taken

appropriate advice) they consider that all of the obligations contained in this

21

agreement satisfy the criteria set out in regulation 122 of the Community

Infrastructure Levy Regulations 2010 at the date of this Agreement.

18. LIMITED RECOURSE

18.1 Notwithstanding any other provision of this Agreement:

18.1.1 for the avoidance of doubt Kleinwort has executed this Agreement solely

as trustee and with the intention of binding the net assets of The

Standard Life Investments UK Shopping Centre Trust held by Kleinwort

from time to time on trust for The Standard Life Investments UK

ShoPP.ing Centre Trust (the "Trust Assets");

18.1.2 the aggregate of all liabilities of Kleinwort under this Agreement shall at

all times and for all purposes extend only to the Trust Assets;

18.1.3 in no circumstances shall any liability attach to or be enforced or

enforceable against the assets of Kleinwort (held in its capacity as

trustee of any other trust or in its personal capacity or in any other

capacity whatsoever) other than the assets which comprise the Trust

Assets;

18.1.4 all representations, warranties, undertakings, obligations and covenants

in this Agreement are made given owed or agreed by or in relation to

the Trust Assets and in Kleinwort's capacity as trustee of The Standard

Life Investments UK Shopping Centre Trust and for the avoidance of

doubt shall not be construed to be made given owed or agreed by or

relation to Kleinwort in its capacity as trustee of any other trust or in its

personal capacity or in any other capacity whatsoever;

18.1.5 for the avoidance of doubt Kleinwort Trustees has executed this

Agreement solely as trustee and with the intention of binding the net

assets from time to time of the trust created pursuant to the declaration

of trust dated 25 April 2005 entered into by Kleinwort and Kleinwort

Trustees (the "Nominee Trust") (the "Nominee Assets");

18.1.6 the aggregate of all liabilities of Kleinwort Trustees under this

Agreement shall at all times and for all purposes extend only to the

Nominee Assets;

18.1.7 in no circumstances shall any liability attach to or be enforced or

enforceable against the assets of Kleinwort Trustees (held in its capacity

as trustee of any other trust or in its personal capacity or in any other

capacity whatsoever) other than the assets which comprise the Nominee

Assets;

22

18.1.8 all representations, warranties, undertakings, obligations and covenants

in this Agreement are made given owed or agreed by or in relation to

the Nominee Assets and in the Kleinwort Trustees' capacity as trustee of

the Nominee Trust and for the avoidance of doubt shall not be construed

to be made given owed or agreed by or relation to the KJeinwort

Trustees in its capacity as trustee of any other trust or in its personal

capacity or in any other capacity whatsoever.

IN WITNESS whereof the parties have executed this Deed the day and year first before written

The Common Seal of THE MAYOR ) AND BURGESSES OF THE LONDON ) BOROUGH OF BARNET was hereunto ) affixed in the presence of: ­ )

SIGNED AS A DEED on behalf of KLEINWORT BENSON (CHANNEL ISLANDS) CORPORATE SERVICES LIMITED a company incorporated in Jersey as trustee of The Standard Life Investments UK Shopping Centre Trust, by Kerry Sunter - Director

~~ being persons who, in accordance with the laws of that territory, are acting under the authority of the company:­

) ) )

Authorised Signatory

Authorised Signatory

22A

(\, \Ib .l(2)J {~ Ri@.

SIGNED AS A DEED on behalf of ) R-re. KLEINWORT BENSON (JERSEY) TRUSTEES) R'\~ LIMITED a company incorporated in Jersey.;;!#: "" ) " ..~o;:. \<l....,~!>'t "~· .. l~ 1"'\"""-$'\ c..~ .. s.r.t1<U 1......+...(o.s .' -1' ... ~~~ \"',....~"V.~ :s""tt'..... ~ 1Nsk ~ ~~ ~ I

being persons who, in accordance with the laws of ) r~ that territory, are acting under the authority of the ) company:- ) -.

Authorised Signatory

Authorised Signatory

Executed as a Deed by HAMMERSON )

(BRENT CROSS) LIMITED in the )

presence of: )

Director/secr~rY

~- Qirpcto,/secreta;;;\\-\-'-. '"'--'- ­

Executed as a Deed by CRICKLEWOOD )

REGENERATION LIMITED in the )

presence of:

Director/Secretary ~ ~'v'-- ',--­

Dtrettor/Secretary .....

23

Executed as a Deed by HAMMERSON )

(CRICKLEWOOD) LIMITED in the )

presence of: )

Director/Secretary .A~ __-== rr~~?:s.

~\ "J..... '-'---,~iFeeto~s);retary

The corporate seal of )

TRANSPORT FOR LONDON )

was affixed to this Deed in the presence of:)

......... Lu:<\.~ Authorised Signatory

24�