DATED ___________________________________________2008

ST JAMES VILLAGE LIMITED

and

GLADEDALE SPECIAL PROJECTS LIMITED

and

NETWORK RAIL LIMITED

and

NETWORK RAIL INFRASTRUCTURE LIMITED

and

BANK OF SCOTLAND

and

ELMBRIDGE BOROUGH COUNCIL

and

SURREY COUNTY COUNCIL

Agreement pursuant to S106 of the Town and Country Planning Act 1990 in relation to land known as Hampton Court Station & The Jolly Boatman Hampton Court Way East Molesey Surrey KT8 9AE

CONTENTS

Definitions 1

Statutory Authorities 4

Conditionality 4

Owner's Obligations with the Borough Council 4

Owner's Obligations with the County Council 4

Borough Council's Obligations 5

County Council's Obligations 5

Owner's Obligations for Geocellular Maintenance 5

Interest 5

Obligations after disposal of whole or part 5

Notices 5

VAT 6

General 6

Local Land Charges 6

Borough Council's legal fees 7

County Council's legal fees 7

Contracts (Rights of Third Parties) Act 1999 7

Dispute 7

Mortgagee's Consent 7

Schedule 1 - Contributions 8

Schedule 2 - Affordable Housing Provisions 9

Schedule 3 - Highway Works 13

Schedule 4 - Borough Council's Obligations 14

Schedule 5 - County Council's Obligations 15

Schedule 6 - Cigarette Island Park Improvement Specification 16

Schedule 7 - Geocellular Tank Maintenance 16

This Agreement is dated ________________________________________________ 2008

And is made between:

(1) GLADEDALE SPECIAL PROJECTS LIMITED (Co. Regn. No. 4113703) of Ashley House, Ashley Road, Epsom, Surrey, KT18 5AZ (hereinafter referred to as "the Developer")

(2) ST JAMES VILLAGE LIMITED (Co. Regn. No. 2760151) of Ashley House, Ashley Road, Epsom, Surrey, KT18 5AZ (hereinafter referred to as "the First Owner")

(3) NETWORK RAIL LIMITED (Co. Regn. No. 4402220) of 40 Melton Street, London, NW1 2EE (hereinafter referred to as "the Second Owner")

(4) NETWORK RAIL INFRASTRUCTURE LIMITED (Co. Regn. No. 29045587) of Melton Street, London, NW1 2EE (hereinafter referred to as "the Third Owner")

(5) ELMBRIDGE BOROUGH COUNCIL of Civic Centre, High Street, Esher, Surrey, KT10 9SD (hereinafter referred to as "the Borough Council")

(6) SURREY COUNTY COUNCIL of County Hall, Penrhyn Road, Kingston Upon Thames, Surrey, KT1 2DN (hereinafter referred to as "the County Council")

(7) BANK OF SCOTLAND PLC (Co. Regn. No. SC327000) of The Mound, Edinburgh, EH1 1YZ (hereinafter referred to as "the Mortgagee")

Together referred to as "the Parties"

Recitals

A The Borough Council is the local planning authority for the purposes of Section 106 of the Act for the area within which the Site is situated

B The County Council is the highway authority for the area within which the Site is situated

C The First Owner is the registered freehold owner of part of the Site with title absolute at HM Land Registry under title number SY354700 subject to a legal charge between the First Owner and the Mortgagee dated 28 April 2005

D The Second Owner is the freehold owner of part of the Site with title absolute with part of the title unregistered and part of the title registered at HM Land Registry under title number SY83340

E The Third Owner is the registered freehold owner of part of the Site with title absolute at HM Land Registry under title number SY361328

F The County Council is the registered freehold owner of part of the Site with title absolute at HM Land Registry under title number SY767826

G The Developer and Second Owner along with Royal Star and Garter submitted the Planning Application to the Borough Council on 11 June 2008

H The First Owner Second Owner and Third Owner enter in to this Agreement and the covenants and obligations contained herein in order that any objection to the grant of Planning Permission are overcome

It is hereby agreed:

1. Definitions

In this Agreement the following expressions shall apply:

"Act" shall mean the Town and Country Planning Act 1990

"Affordable Housing" shall mean subsidised housing comprising social housing and managed by a Registered Social Landlord

"Affordable Housing Units" shall mean seven (7) Dwellings constructed on the site comprising 5 x 1 bed flats and 2 x 2 bed flats and which shall be used to provide Affordable Housing and "Affordable Housing Unit" shall be construed accordingly

"Cigarette Island Park shall mean the sum of [ ] Pounds to be used

Contribution" towards the design, implementation and maintenance of improvements to Cigarette Island Park which are more fully detailed in the Sixth Schedule

"Commencement of shall mean the implementation of the Planning Permission by

Development" way of the carrying out of a Material Operation

"Commercial Buildings" shall mean any commercial floorspace which the Owners intend to develop on the Site pursuant to the Planning Permission

"Development" shall mean "Demolition and comprehensive redevelopment of Hampton Court Station, the Jolly Boatman site and adjoining land to include 66 residential units, retail and commercial floorspace (592sqm), 46 bedroom hotel (redesigned), 61 bedroom care home, refurbished railway station, new transport interchange, new areas of public open space, car parking, highway improvements together with other works incidental to the proposed development"

"Dwellings" means any residential units which the Owners intend to build on the Site pursuant to the Planning Permission and shall include both Affordable Housing Units and Open Market Dwellings

"Geocellular Maintenance" means the proposed maintenance scheme as described in Schedule 7

"Highway Works" shall mean the works more fully described in Third Schedule and as shown on Plan 2

"Material Operation" shall mean a material operation pursuant to Section 56(4) of the Act provided that for the purposes of this Agreement the following works shall be deemed not to be a material operation, namely;

- surveying

- ground investigation

- archaeological investigations

- structural or advance planting

- site clearance

- demolition

- decontamination works

- site preparation including earth moving and laying of sewers and services

- erection of fences and hoardings and creation of a site compound

"Occupation" shall mean occupation for the purpose intended but shall not include occupation for the purpose of construction, fitting out or marketing and "Occupy" and "Occupied" shall be construed accordingly

"Open Market Dwellings" shall mean any Dwelling constructed on the site which is not an Affordable Housing Unit

"Owners" shall mean the First Owner Second Owner and Third Owner

"Plan 1" shall mean the plan annexed to this Agreement and marked "Plan 1" and which shows the extent of the Site

"Plan 2" shall mean the plan annexed to this Agreement and marked "Plan 2" and which shows the general extent of the Highway Works as described in more detail in the Third Schedule

"Planning Application" shall mean the application submitted to the Borough Council seeking permission for the Development on the Site and given Council reference number 2008/1600

"Planning Permission" shall mean the planning permission granted by the Borough Council for the Development pursuant to the Planning Application

"Public Art Contribution" shall mean the sum of [ ] Pounds towards the provision of public art in the Riverfront Square

"Qualifying Occupier" shall mean any person(s) including residents of Elmbridge Borough who can satisfy the definition of Affordable Housing in that they are unable to resolve their housing needs in the local private sector market because of the relationship between housing costs and income

"Registered Social Landlord" shall mean a Social Landlord registered with the Housing Corporation under Part 1 of the Housing Act 1996 and which has received a rating of satisfactory from the Housing Corporation in their most recent assessment PROVIDED ALWAYS that if Social Landlord shall cease to exist or have been superseded by then the expression shall be taken to mean such nearest equivalent body whose objectives include the provision of low cost housing as the Borough Council may reasonably approve for the purposes of this Agreement

"Riverfront Square shall mean the sum of [ ] Pounds towards the

Contribution" repair of the embankment within and adjacent to the Site and the maintenance of the riverfront square and towards appropriate lighting and pedestrian signage

"Site" shall mean the land known as Hampton Court Station & The Jolly Boatman Hampton Court Way East Molesey Surrey KT8 9AE part of which is registered at HM Land Registry under title numbers SY354700 SY361328 SY767826 and SY83340 and part of which is unregistered and which is shown for identification purposes only edged red on Plan 1 attached hereto

2. Statutory Authorities

2.1 The obligations contained in this Agreement are planning obligations for the purposes of Section 106 of the Act and are enforceable by the Borough Council in respect of the obligations contained in Clause 4 and by the County Council in respect of the obligation contained in Clause 5;

2.2 The obligations contained in this Agreement are entered into by the Owners with the intention that these provisions should bind their interests in the freehold of the Site as provided by Section 106 of the Act;

2.3 Save where otherwise indicated and where possible pursuant to the relevant statutory provisions the covenants and obligations in this Agreement shall be binding on the Owners and their successors in title;

3. Conditionality

3.1 The obligations in Clause 4 and Clause 5 of this Agreement shall not have effect unless;

3.1.1 the Planning Permission has been granted, and

3.1.2 the Planning Permission has implemented by way of Commencement of Development;

3.2 If the Planning Permission shall expire prior to the Commencement of Development or shall at any time be revoked or modified without the agreement of the Owners this Agreement shall forthwith determine and cease to have effect;

3.3 If the Planning Permission is quashed before the Commencement of Development then this Agreement shall absolutely determine and become null and void but without prejudice to the rights of any party against any other party;

4. Owner's Obligations with the Borough Council

The Owners hereby:

4.1 undertake and covenant with the Borough Council to be bound by the obligations contained in the First Schedule and Second Schedule to this Agreement;

4.2 undertake to serve notice upon on the Borough Council fourteen (14) days in advance of the Commencement of Development;

4.3 confirm that no other person other than the Owners and the County Council holds a legal interest of ownership in the Site

5. Owner's Obligations with the County Council

5.1 The Owners hereby undertake and covenant with the County Council to be bound by the obligations contained in the Third Schedule to this Agreement

6. Borough Council's obligations

6.1 The Borough Council undertakes to comply with the obligations set out in the Fourth Schedule;

7. County Council's obligations

6.1 The County Council undertakes to comply with the obligations set out in the Fifth Schedule

8. Owner's Obligations for Geocellular Maintenance

8.1 The First and Second Owners agree to maintain the geocellular storage tank under the Riverside Plaza in general accordance with the regime set out in Schedule 7

9. Interest

8.1 Without prejudice to any other right remedy or power herein contained or otherwise available to either the Borough Council or County Council if any payment of any sum referred to herein shall have become due but shall remain unpaid for a period exceeding thirty (30) days the Owners shall pay on demand to either the Borough Council or County Council interest thereon at the interest rate of five percentum (5%) per annum above the Bank of England Base Rate from the date when the same became due until payment thereof;

10. Obligations after disposal of whole or part

10.1 The Owners shall cease to have any obligation or liability under the terms of this Deed in relation to the Site or any part thereof once it shall have parted with all its interest in the Site or that part thereof but without prejudice to liability for any subsisting breach of covenant prior to parting with such interest;

10.2 Subject to Clause 9.3, notwithstanding the foregoing sub-clause the obligations under this Agreement shall not be enforceable against the persons who purchase (including purchasers of long leases) for their own occupation by themselves or their lessees tenants or other individuals Dwellings or Commercial Buildings erected or to be erected on the Site nor against any statutory undertaker or public authority which acquires any part of the Site or any interest in it for the purpose of its statutory undertaking or functions (other than housing functions);

10.3 If the Owners permit the Occupation of any Dwelling or any part of any Commercial Building in circumstances that would be a breach of the obligations pursuant to Clause 4 or Clause 5 above and such obligation shall not be enforceable against the purchaser then, on notice from the Borough Council, all further development on the Site shall cease until the breaches have been remedied to the satisfaction of the Borough Council;

11. Notices

11.1 Any notice to be given hereunder shall be in writing and shall either be delivered personally or sent by first class pre paid post and the addresses for service on the First Owner Second Owner Third Owner the Borough Council and the County Council shall be those stated in this Agreement or such other address in England for service as the relevant party to be served may have previously notified in writing;

11.2 Each notice served in accordance with Clause 8.1 above shall be deemed to be have been given or made and delivered if by delivery when left at the relevant address or if by letter forty eight (48) hours after posting;

12. VAT

12.1 All consideration given in accordance with the terms of this Agreement shall be exclusive of any VAT properly payable;

12.2 If at any time VAT is or becomes chargeable in respect of any supply made in accordance with the terms of this Agreement then to the extent that VAT has not been charged in respect of that supply the person making the supply shall the right to issue a VAT invoice to the person to whom the supply was made and the VAT shall be paid accordingly;

13. General

13.1 Nothing in this Agreement shall prevent the Owners from developing the Site in accordance with a planning permission (whether granted on appeal or not) other than the Planning Permission;

13.2 The headings appearing in this Agreement are for ease of reference only and shall not affect the construction of this Agreement;

13.3 For the avoidance of doubt the provisions of this Agreement (other than those contained in this sub-clause) shall not have any effect until this document has been signed and dated;

13.4 Any covenant in this Agreement by which the relevant party is not to do an act shall be construed as if it were a covenant not to do or permit or suffer to be done such act;

13.5 Any covenant contained herein whereby the relevant party is not to omit to do an act or thing shall be construed as if it were a covenant not to omit or permit or suffer to be omitted such act;

13.6 References to statues by-laws regulations orders and delegated legislation shall include any statute by-law regulation order or delegated legislation re-enacting or made pursuant to the same;

13.7 References to the Owners include references to their successors in title as owners of the Site or any part thereof and this Agreement shall bind such successors in title of the Site or any part thereof;

13.8 This Agreement is entered into as a Deed

13.9 The Mortgagee shall not be liable for any pre-existing breach and shall only be liable for any breach of this Agreement if it has itself caused the breach whilst the Mortgagee is in possession and shall have no liability after it has discharged its interest or has disposed of the Site whether by sale or otherwise

14. Local Land Charges

14.1 This Agreement is a Local Land Charge and shall be registered as such by the Borough Council in the Local Land Charges Register provided that if the Planning Permission expires unimplemented or is revoked or if all obligations under this Agreement have been discharged then the registered charge shall be treated as having ceased to have effect under Rule 8 of the Local Land Charges Rules 1977 or any statutory re-enactment thereof and the registration shall be cancelled by the Borough Council;

15. Borough Council's legal fees

15.1 The Owners agree to pay on completion the Borough Council's reasonable legal fees incurred in connection with the negotiation and completion of this Agreement to a maximum of £400.00 plus VAT;

16. County Council's legal fees

16.1 The Owners agree to pay on completion the County Council's reasonable legal fees incurred in connection with the negotiation and completion of this Agreement to a maximum of [£1,000.00] + VAT;

17. Contracts (Rights of Third Parties) Act 1999

17.1 The Parties to this Agreement do not intend that the provisions of this Agreement shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement;

18. Dispute

18.1 Any dispute of disagreement as to the interpretation of the terms of this Agreement shall be referred to a single arbitrator to be appointed on the agreement of the Parties concerned or appointed on the application of any of the Parties concerned by the President or other proper officer of the Royal Institute of Chartered Surveyors who shall act as an arbitrator and his decision shall be binding upon the Parties concerned

19. Mortgagee's consent

19.1 The Mortgagee HEREBY CONSENTS to the covenants on the Part of the First Owner herein contained

SCHEDULE 1

Contributions

The Owners undertake;

1. Prior to Occupation of any of the Dwellings to pay to the Borough Council the Cigarette Island Park Contribution and the Public Art Contribution

2. Prior to Occupation of the Hampton Court Way building to pay to the Borough Council the Riverfront Square Contribution

SCHEDULE 2

Affordable Housing Provisions

The Owners undertake;

Location of Affordable Housing Units

1. Prior to Commencement of Development to agree in writing with the Borough Council the location of the Affordable Housing Units on the Site

Construction of the Affordable Housing Units

2. To procure that the Affordable Housing Units are completed no later than the date on which the last of the Open Market Dwellings is completed

3. To ensure that the Affordable Housing Units are constructed to Code 3 of the Sustainable Homes Code as published by the Housing Corporation

Provision of Affordable Housing

4. Not to Occupy more than 75% of the Open Market Dwellings without first having procured the disposal of the Affordable Housing Units to a Registered Social Landlord on terms which ensure that the Affordable Housing Units are to remain bound by the obligations in this Schedule SAVE THAT this obligation shall cease to apply in the event that the Owners make the payment referred to in paragraph 8 below

Mechanics and Terms of Transfer

5. The Owners shall make an offer to a Registered Social Landlord which offer shall include (a) Sale of Land Contract (b) a draft Transfer document (c) a price ("the First Offer")

6. Such offer shall remain open for acceptance for no less than three (3) months ("the First Offer Period") from the date of the offer being made

7. In the event that the First Offer made in accordance with the above is not accepted within the First Offer Period then the Owners shall make a second offer to another Registered Social Landlord to enter into an Affordable Housing Units Sale Contract not later than one month after the expiry of the First Offer Period (“the Second Offer”) and such offer shall consist of the same as the First Offer subject to revisions necessitated by lapse of time and shall remain open for acceptance for no less than three (3) months (“the Second Offer Period”) from the date of the offer being made

8. In the event of the Second Offer not being accepted within the Second Offer Period then the Owners will pay to the Borough Council a sum equivalent to the cost at that time of providing the Affordable Housing Units within the Borough of Elmbridge (provided that this provision does not obliges the Owners to provide the additional land as well as the Affordable Housing Units) on the date that the Second Offer Period expires and at that point the Affordable Housing Units shall cease to be considered as Affordable Housing Units for the purpose of this Agreement and shall be deemed to be Open Market Dwellings and can be sold on the open market as such free of the restrictions in this Schedule

Occupation of the Affordable Housing Units

10. With effect from the date on which they are completed to ensure that the Affordable Housing Units shall not be Occupied other than by Qualifying Occupiers and for the avoidance of doubt this restriction shall apply not just to the first Occupier of any of the Affordable Housing Units but to all subsequent Occupiers of them SAVE THAT this obligation shall not apply in the event that the Owners make the payment referred to in paragraph 8 above or as set out in paragraph 13 below

11. Following the transfer of the Affordable Housing Units to a Registered Social Landlord each Affordable Housing Units shall only be occupied for the purpose of providing Affordable Housing save as set out in paragraph 13 below

General provisions relating to the Affordable Housing Units

12. The provisions of this Schedule shall;

12.1 not bind any mortgagee in possession of a Registered Social Landlord or any receiver or manager (including any administrative receiver) appointed pursuant to the Law of Property Act 1925 or otherwise by a party who has provided loan facilities to a Registered Social Landlord save as set out in paragraph 14 of this Schedule

12.2 cease to apply to any Affordable Housing Unit should such unit be transferred or leased by any mortgagee in possession of a Registered Social Landlord or any receiver or manager (including an administrative receiver) appointed pursuant to the Law of Property Act 1925 or otherwise by a party who has provided loan facilities to the Registered Social Landlord save as set out in paragraph 14 of this Schedule

12.3 cease to apply to any Affordable Housing Unit where a Registered Social Landlord shall be required to dispose of such unit pursuant to a right to buy under the Housing Act 1985 or right to acquire under the Housing Act 1986 or any similar or substitute right or shall be required to sell to a tenant with the benefit of a voluntary purchase grant provided under Section 20 and Section 21 of the Housing Act 1996 (or any similar provision in any subsequent legislation)

12.4 not bind any individual owner of a share in or the whole of (pursuant to any rights of staircasing) the equity of any Affordable Housing Unit or any individual owner of an individual Affordable Housing Unit save as set out in paragraph 13 of this Schedule

13. The obligations of this Schedule shall not be binding on;

13.1 a person acquiring an Affordable Housing Unit pursuant to a statutory right to acquire or a statutory right to buy or acquiring with the benefit of a voluntary purchase grant provided under Section 20 and Section 21 of the Housing Act 1996 (or any similar provision in any subsequent legislation) or a mortgagee of that person

13.2 a mortgagee or charge of the Registered Social Landlord or any receiver appointed by such mortgagee or chargee in the event of such mortgagee or chargee becoming a mortgagee in possession (“Mortgagee in Possession”) PROVIDED THAT the Mortgagee in Possession has complied with the following requirements:-

(a) the Borough Council shall have two months from the date of receiving written confirmation from the Mortgagee in Possession of its intention to exercise its power of sale to nominate another Registered Social Landlord in writing to acquire the Affordable Housing Unit(s)

(b) if the Registered Social Landlord nominated by the Council in writing accepts the Mortgagee in Possession's offer to acquire the Affordable Housing Unit(s) it shall within 28 days of giving the Mortgagee in Possession written acceptance of the offer enter into a Transfer for completion of the acquisition of the Affordable Housing Unit(s)

(c) if the first Registered Social Landlord nominated in writing by the Borough Council does not wish to purchase the Affordable Housing Unit(s) then the Borough Council shall nominate another Registered Social Landlord in writing within two months from the date of receipt of notification by the first Registered Social Landlord that it does not wish to purchase the Affordable Housing Unit(s) and the procedure in sub-clauses (a) and (b) shall then apply to that offer

(d) if the alternative Registered Social Landlord nominated by the Borough Council in writing accepts the Mortgagee in Possession's offer to acquire the Affordable Housing Unit(s) it shall within 28 days of giving the Mortgagee in Possession written acceptance of the offer enter into a Transfer for completion of the acquisition of the Affordable Housing Unit(s)

(e) If:

(I) the Registered Social Landlord nominated by the Borough Council under sub-clause (a) and/or (c) of this paragraph 14.2 does not wish to purchase the Affordable Housing Unit(s); or

(ii) the Borough Council fails to nominate a Registered Social Landlord in accordance with sub-clause (b) and/or (c); or

(iii) the Transfer of the Affordable Housing Unit(s) is not completed within a period of six months from the date of receipt of the Mortgagee in Possession's written confirmation in accordance with sub-clause (a) above

then the Mortgagee in Possession shall be entitled to dispose of the Affordable Housing Unit(s) at its discretion

SCHEDULE 3

Highway Works

The Owners undertake;

1. Prior to Occupation of any of the Dwellings to reconfigure Hampton Court Way between Hampton Court Bridge and River Ember Bridge such works being generally in accordance with those shown on Plan 2 attached hereto but for the avoidance of doubt include the following;

a) The provision of a transport interchange with two bus stands and taxi facilities

b) Signalisation of the Creek Road/Hampton Court Way junction to include two new controlled crossing points North and South of Creek Road and across Creek Road itself.

c) Rearrangement of the Riverbank gyratory

d) New bus layby on the western side of Hampton Court Way

e) Continuation of the footway / cycleway on the eastern side of Hampton Court Way through to Hampton Court Bridge

f) Landscaping of all soft and hard areas of reconfigured highway

g) All street lighting to be replaced

h) Signing and lining to be replaced in the area of the reconfigured highway

i) Road traffic signs, street signs, and directional signs to be replaced as necessary

3. Prior to Occupation of any Dwelling to pay to the County Council up to a maximum of £2,000.00 for each order in respect of any Road Traffic Orders that are required for the implementation and completion Development

SCHEDULE 4

Borough Council's Obligations

The Borough Council hereby undertakes;

Repayment of contributions

1. To use all of the sums received from the Owners under the terms of this Deed for the purposes specified in this Deed and for which they are paid or for such other purposes for the benefit of the Development as the Owners and the Borough Council shall agree

2. To pay to the Owners such amount of any payment made by the Owners to the Borough Council under the terms of this Deed and which has not been expended in accordance with the provisions of this Deed within five (5) years of the date of receipt by the Borough Council of such payment together with interest at the Bank of England base rate from time to time for the period from the date of payment to the date of refund

3. To provide to the Owners such evidence as the Owners shall reasonably require in order to confirm the expenditure of the sums paid by the Owners under this Deed

Issue of the Planning Permission

4. To issue the Planning Permission on the date hereof

Discharge of Obligations

5. At the written request of the Owners to provide written confirmation of the discharge of the obligations contained in this Deed when satisfied that such obligations have been performed

6. Upon discharge of all of the obligations under this Deed to effect the removal of the Deed from the Local Land Charges Register in accordance with Clause 13.1 hereto

SCHEDULE 5

County Council's Obligations

The County Council hereby undertakes;

Repayment of contributions

1. To use all of the sums received from the Owners under the terms of this Deed for the purposes specified in this Deed and for which they are paid or for such other purposes for the benefit of the Development as the Owners and the County Council shall agree

2. To pay to the Owners such amount of any payment made by the Owners to the County Council under the terms of this Deed and which has not been expended in accordance with the provisions of this Deed within five (5) years of the date of receipt by the Borough Council of such payment together with interest at the Bank of England base rate from time to time for the period from the date of payment to the date of refund

3. To provide to the Owners such evidence as the Owners shall reasonably require in order to confirm the expenditure of the sums paid by the Owners under this Deed

Making of Traffic Orders (pursuant to the S278 Agreement)

4. To make all necessary road traffic orders to facilitate the Development and the Highway Works in line with the necessary programme which will be agreed with the County Council after planning permission is granted

SCHEDULE 6

Cigarette Island Park Improvements Works

1. To be agreed with the LPA and to include the following works within Cigarette Park Island;

- landscaping,

- amenity and biodiversity improvements,

- maintenance contribution towards any trees requiring to be removed along the Thames Frontage

SCHEDULE 7

Geocellular Tank Maintenance

The geocellular tank under the Riverside Square will be designed to cater for:-

The water stored in the geocellular tank will be designed to discharge back in to the Thames once the design event has past. In order to operate satisfactorily the geocellular tank will need to be subject to a regular inspection and maintenance regime which will be carried out by the owners of the site and their successors in title. The following are the main points of this regime:-

Monthly and after any major storm or flood event

Visually inspect all gullies and inlets for the drainage system every month. Remove any debris paying particular attention to leaf fall in the autumn.

Yearly and after any major storm or flood event

In addition to the above visually inspect every manhole yearly and remove any debris.

Visually inspect the outfall to the river yearly and carry out any required remedial work.

Visually inspect the square above the geocellular tank for any signs of settlement. Investigate if necessary and carry out remedial works

If debris is more than nominal consider CCTV survey of the pipe work and jetting if necessary.

Every 5 years

Visually inspect the concrete supports to the step inlets and carry out remedial works as necessary.

Carry out a full CCTV survey of the system including the tank itself and the outfall carrier drains.

The geocellular tank will be designed to cater for normal pedestrian loading and cleaning access loadings only.

Notwithstanding the above it is for the owners of the site and their successors in title to ensure that the geocellular tank operates satisfactorily in accordance with the design parameters.

Executed as a Deed and delivered by GLADEDALE SPECIAL PROJECTS LIMITED and ST JAMES VILLAGE LIMITED and NETWORK RAIL LIMITED and NETWORK RAIL INFRASTRUCTURE LIMITED and BANK OF SCOTLAND PLC and ELMBRIDGE BOROUGH COUNCIL and SURREY COUNTY COUNCIL on the date appearing at the beginning of this Deed

Executed as a Deed by )

Gladedale Special Projects )

Limited acting by: )

Director: __________________________

Director / Company Secretary: ___________________________

Executed as a Deed by )

St James Village Limited )

acting by: )

Director: __________________________

Director / Company Secretary: ___________________________

Executed as a Deed by )

Network Rail Limited )

acting by: )

Director: __________________________

Director / Company Secretary: ___________________________

Executed as a Deed by )

Network Rail Limited )

Infrastructure Limited )

acting by: )

Director: __________________________

Director / Company Secretary: ___________________________

The Common Seal of )

Elmsbridge Borough Council )

was hereby affixed in the )

presence of: )

Duly Authorised Officer: __________________________

Seal Number:

The Common Seal of )

Surrey County Council )

was hereby affixed in the )

presence of: )

Duly Authorised Officer: __________________________

Seal Number:

Executed as a Deed by )

The Governor and Company )

of the Bank of Scotland )

acting by: )

Director: __________________________

Director / Company Secretary: ___________________________

5

Seacourt Tower

West Way

Oxford OX2 0FB

Ref: HGL.288051.37

17

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