Dated 2021

(1) MOTO HOSPITALITY LIMITED

(2) LLOYDS BANK PLC

(3) ABIGAIL BRIGGS AND JESSICA GREENSIT IN THEIR CAPACITY AS THE EXECUTORS OF THE ESTATE OF RUTH ANGELA BELL

TO

(4) THE COUNCIL OF THE OF

(5) COUNCIL

Unilateral Undertaking

under section 106 of the Town and Country Planning Act 1990 relating to land comprising field at 435074 475842 North

THIS UNDERTAKING is given on 2021

BY:

(1) MOTO HOSPITALITY LIMITED (Company Registration Number 00734299) of Toddington Services Area, Junction 11-12 M1 Southbound, Toddington, Bedfordshire, LU5 6HR (“the Developer”);

(2) LLOYDS BANK PLC (Company Registration Number 00002065) of 10 Gresham Street, London EC2V 7AE (“the Mortgagee”)

(3) ABIGAIL BRIGGS of The Brooms Farm, St James, YO7 4PT and JESSICA GREENSIT of Watlass Moor House, DL8 2SL in their capacity as Executors of the estate of RUTH ANGELA BELL of Church End, Warth, , HG4 5ET ("the Landowner")

TO:

(4) THE COUNCIL OF THE of Civic Centre, St Lukes Mount, Harrogate, HG1 2AE ("the Council”);

(5) HAMBLETON DISTRICT COUNCIL of Civic Centre, Stone Cross, Rotary Way, DL6 2UU (“Hambleton”)

BACKGROUND

(A) For the purposes of the 1990 Act, the Council is the local planning authority for the area within which the Site is located and by whom the obligations contained in this Undertaking are enforceable.

(B) Hambleton is the local planning authority for the district of Hambleton, within which the Leeming Bar Site is located.

(C) The Landowner is the freehold owner of the Site free from encumbrances.

(D) The Developer has the benefit of an option to acquire the Site and has submitted the Application to the Council for planning permission to carry out and complete the Development. The Developer agrees to enter into this Undertaking to give its consent to the terms of this Undertaking.

(E) The Developer is the freehold owner of the whole of the Leeming Bar Site registered at HM Land Registry under title number NYK323987 and NYK412769.

(F) The Mortgagee has the benefit of a registered charge over the Leeming Bar Site registered against title numbers NYK323987 and NYK412769 dated 3 November 2017 and agrees to enter into this Undertaking to give its consent to the terms of this Undertaking in respect of the Leeming Bar Site.

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(G) By notice of refusal dated 9 October 2020, the Council refused to grant planning permission for the reasons set out in the refusal notice and the Planning Appeal has been made.

(H) The Landowner has agreed to enter into this Undertaking with the intention of binding its freehold interest in the Site and the intention that the obligations contained in this Undertaking relating to the Site may be enforced by the Council against the Landowner and its successors in title and assigns.

(I) The Developer has agreed to enter into this Undertaking with the intention of binding its freehold interest in the Leeming Bar Site and the intention that the obligations contained in this Undertaking relating to the Leeming Bar Site may be enforced by Hambleton against the Developer and its successors in title and assigns.

OPERATIVE PROVISIONS

1. INTERPRETATION

1.1 In this Undertaking, the following words and expressions have the following meanings:

“1990 Act” the Town and Country Planning Act 1990

“Development” the construction of new Motorway Service Area ("MSA") to comprise: Amenity Building, Lodge, Drive Thru Coffee Unit, associated car, coach, motorcycle, caravan, HGV and abnormal load parking and a Fuel Filling Station with retail shop, together with alterations to the adjacent roundabout at Junction 50 of the A1(M) to form an access point and works to the local highway network. Provision of landscaping, signage, infrastructure and ancillary works

“Inspector” the Inspector appointed by the Secretary of State to determine the Planning Appeal in relation to the refusal of the Planning Application by the Council

“Leeming Bar Development” the development of the Leeming Bar Site pursuant to the Leeming Bar Permission

“Leeming Bar Permission” planning permission reference 09/01202/OUT granted on appeal (appeal reference

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APP/G2713/V/09/2108815) for the Leeming Bar Development

“Leeming Bar Site” the land known as Motel Leeming Services, Bedale Road, Bedale in the district of Hambleton and shown for identification purposes only on the Leeming Bar Site Plan attached to this Undertaking at Appendix 2

“Leeming Bar Site Plan” the plan attached to this Undertaking at Appendix 2

“MSA” Motorway Service Area that complies with the relevant Circular advice with the benefit of a Traffic Signs Agreement (TSA) and signed as such in accordance with Circular 02/13 or the prevailing Policy advice at the time

“Plan” the plan attached to this Undertaking at Appendix 1

“Planning Appeal” a planning appeal submitted by the Landowner on 22 October 2020 under section 78(1) of the 1990 Act in respect of the Council’s refusal of the Planning Application which has been given the reference APP/E3724/W/20/3261729

“Planning Application” the application for outline planning permission submitted to the Council and bearing reference 18/02713/EIAMAJ

“Planning Permission” the planning permission that may be granted in pursuance of the Planning Appeal

“Secretary of State” the Secretary of State or any other minister or authority for the time being entitled to exercise the powers given under sections 77 78 and 79 of the 1990 Act

“Site” the freehold land known as Baldersby Gate, Hutton Conyers, Thirsk, North Yorkshire and shown for identification purposes only edged red on the Plan

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1.2 In this Undertaking:

1.2.1 the clause headings do not affect its construction or interpretation;

1.2.2 unless otherwise indicated, references to clauses and Schedules are to clauses of and Schedules to this Undertaking and references in a Schedule to a Part or paragraph are to a Part or paragraph of that Schedule;

1.2.3 words of the masculine gender include the feminine and neutral genders and words denoting actual persons include companies, corporations and firms and all such words shall be construed interchangeable in that manner.

1.2.4 references to any statute or statutory provision include references to:

1.2.4.1 all Acts of Parliament and all other legislation having legal effect in the as directly or indirectly amended, consolidated, extended, replaced or re-enacted by any subsequent legislation; and

1.2.4.2 any orders, regulations, instruments or other subordinate legislation made under that statute or statutory provision.

1.2.5 references to the Site include any part of it;

1.2.6 references to any party in this Undertaking include the personal representatives successors in title and assigns of that party and in the case of the Council include any successor local planning authority exercising planning powers under the 1990 Act “including” means “including, without limitation”;

1.2.7 any covenant by the Landowner not to do any act or thing includes a covenant not to permit or allow the doing of that act or thing;

1.2.8 where two or more people form a party to this Undertaking, the obligations they undertake may be enforced against them all jointly or against each of them individually; and

1.2.9 if any provision is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remainder of the Undertaking is to be unaffected.

1.3 The parties to this Undertaking do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.

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2. EFFECT OF THIS UNDERTAKING

2.1 This Undertaking is made pursuant to section 106 of the 1990 Act and to the extent that they fall within the terms of section 106 of the 1990 Act the obligations contained in this Undertaking are planning obligations for the purposes of section 106 of the 1990 Act and the obligations relating to the Site are enforceable by the Council against the Landowner (its successors in title and assigns) and bind the Site and the obligations relating to the Leeming Bar Site are enforceable by Hambleton against the Developer (its successors in title and assigns) and bind the Leeming Bar Site.

2.2 The covenants, restrictions and obligations contained in this Undertaking are enforceable by the Council.

2.3 This Undertaking is capable of and may be registered as a local land charge by the Council and Hambleton.

2.4 Nothing in this Undertaking prohibits or limits the right to develop any part of the Site in accordance with a planning permission, other than the Planning Permission granted after the date of this Undertaking whether or not pursuant to an appeal.

2.5 Nothing in this Undertaking prohibits or limits the right to develop any part of the Leeming Bar Site in accordance with a planning permission, other than the Leeming Bar Permission granted after the date of this Undertaking whether or not pursuant to an appeal.

3. CONDITIONALITY

3.1 This Undertaking shall be conditional upon:

3.1.1 the successful determination of the Planning Appeal resulting in the grant of the Planning Permission; and

3.1.2 lawful implementation of the Planning Permission

SUBJECT TO Clause 5.1.2 of this Undertaking.

4. OBLIGATIONS TO THE COUNCIL

4.1 The Landowner and the Developer so as to bind the Site and the Leeming Bar Site and each and every part thereof undertake to comply with the obligations set out in Schedule 1.

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4.2 No person will be liable for any breach of the terms of this Undertaking occurring after parting with their interest in the Site or the Leeming Bar Site or the part of the Site or the Leeming Bar Site in respect of which such breach occurs but they will remain liable for any breaches of this Undertaking occurring before that date.

5. TERMINATION OF THIS UNDERTAKING

5.1 This Undertaking will come to an end if:

5.1.1 the Planning Appeal is dismissed;

5.1.2 in determining the Planning Appeal, the Secretary of State or the Inspector expressly states in his decision letter that this Undertaking:

5.1.2.1 is an immaterial planning consideration; or

5.1.2.2 that no weight can be attached to this Undertaking in determining the Planning Appeal;

5.1.3 the Planning Permission is quashed, revoked or otherwise withdrawn;

5.1.4 the Planning Permission expires without having been lawfully implemented.

5.2 Insofar as this Undertaking contains a specific obligation which the Inspector states in his decision letter is immaterial to the grant of the Planning Permission and that no weight has been given to the same in reaching his/her decision then the Landowners nor the Developer shall not be obliged to comply with the terms of that obligation notwithstanding that the remaining obligations (if any) are expressly stated by the Inspector to be required shall be complied with in full and the validity of this Undertaking shall not be called into question so far as it relates to those remaining obligations.

6. NOTICES

6.1 Save where provided otherwise any notice, demand or any other communication served under this Undertaking will be effective only if delivered by hand or sent by first class post, pre-paid or recorded delivery.

6.2 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.

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6.3 Unless the time of actual receipt is proved, a notice, demand or communication sent by the following means is to be treated as having been served:

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

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

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

6.4 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.

6.5 For the avoidance of doubt, where proceedings have been issued in the Courts of and Wales, the provisions of the Civil Procedure Rules must be complied with in respect of the service of documents in connections with those proceedings.

7. JURISDICTION

7.1 This Undertaking is to be governed by and interpreted in accordance with the law of England and Wales.

7.2 The courts of England and Wales are to have jurisdiction in relation to any disputes between the parties arising out of or related to this Undertaking.

8. EXECUTION

8.1 The parties have executed this Undertaking as a deed and it is delivered on the date set out above.

9. MORTGAGEE IN POSSESSION

9.1 The Mortgagee agrees to be bound by the obligations relating to the Leeming Bar Site contained in this Undertaking only in the event it takes possession of the Leeming Bar Site and any future mortgagee of the Leeming Bar Site will only be bound by the obligations in this Undertaking in the event they take possession of the Leeming Bar Site.

10 FUTURE APPLICATIONS

10.1 In the event that an application is made pursuant to Section 73 of the 1990 Act for an amendment to the Planning Permission or the Leeming Bar Permission and planning permission is granted in respect of the application, and the Council and Hambleton using their sole discretion confirms in writing that they are satisfied that no revised planning obligations are required as a result of such amendment,

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references to Planning Permission and Leeming Bar Permission in this Undertaking shall be to the new planning permission(s) granted pursuant to Section 73 of the 1990 Act and this Undertaking shall apply to and bind the Owner and Developer and remain in full force in respect of that new planning permission(s) without the need for a further agreement or deed of variation to be entered into pursuant to Section 106 or 106A of the 1990 Act.

10.2 In the event that a condition or conditions to the Planning Permission or Leeming Bar Permission is or are varied pursuant to Section 96A of the 1990 Act this Undertaking shall continue in full force in respect of the Planning Permission or Leeming Bar Permission with the relevant condition or conditions as so varied.

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SCHEDULE 1

LANDOWNER AND DEVELOPER OBLIGATIONS

1. The Landowner and the Developer covenant with the Council:

1.1 not to implement and carry out the Development on the Site pursuant to the Planning Permission or otherwise seek to rely on the Planning Permission in the event that the Leeming Bar Development is continued to be constructed by the Developer pursuant to the Leeming Bar Permission;

1.2 in so far as the Developer is able to control such development, not to permit or suffer the continued construction of the Leeming Bar Development.

2. The Developer covenants with Hambleton not to develop or operate as a MSA the Leeming Bar Site and it shall not seek to rely on the Leeming Bar Permission

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APPENDIX 1

Plan

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APPENDIX 2

Leeming Bar Site Plan

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EXECUTED as a DEED by ) MOTO HOSPITALITY LIMITED ) ……………………………………………………….. acting by two Director Director or a Director and Company Secretary ) ………………………………………………………… Director / Company Secretary

SIGNED as a DEED by

as attorney for and on behalf of LLOYDS BANK PLC Signature: ………………………………………………….. in the presence of:

Witness Signature: Witness Name: Witness Address: Witness Occupation:

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SIGNED as a DEED ) by ABIGAIL BRIGGS ) in the presence of: - ) Signature: …………………………………………………..

Witness Signature: Witness Name: Witness Address: Witness Occupation:

SIGNED as a DEED ) by JESSICA GREENSIT ) in the presence of: - ) Signature: …………………………………………………..

Witness Signature: Witness Name: Witness Address: Witness Occupation:

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