FREEHOLD TITLE REPORT

Property: Backford South (GPSS site 5)

1. INTRODUCTION

This report summarises the legal aspects of the Property to be sold.

At section 6 there is a summary of points to note.

2. THE PROPERTY

The Property is known as Backford Fuel Depot, Chorlton Lane, Chorlton by Backford .

3. THE TITLE

Title is absolute, registered under title number CH588700. Due to its size, the title plan has been reproduced at the back of this report. The land edged and numbered green on the title plan has been removed from the title.

The surface and subsoil forming any highway maintainable at public expense is excluded from the title.

4. RIGHTS BENEFITTING THE PROPERTY

In a Transfer of the land edged green dated 30 April 2015 and made between (1) The Secretary of State for Defence and (2) Shelfco123 Limited ("Shelfco") ("the Shelfco Transfer"), Shelfco covenanted for the benefit of the Property, that on any disposal, they would procure that any disponee entered into a deed of covenant that they will comply with Shelfco's covenants contained in the Shelfco Transfer:

• To procure that all those authorised by them shall comply with the provisions of the Shelfco Transfer in relation to the exercise of any rights; • To indemnify against any costs, expenses, losses, damages, claims or liabilities caused by the exercise of any rights in the deed; • Not to make a disposal of the whole or any part of the Property without first procuring that any dispone enter into a deed of covenant directly that they will comply with the covenants in the Shelfco Transfer; • To indemnify and covenant that Shelfco will observe and perform the covenants contained in or referred to in the registers of title to the Property (including within document referred to in the registers of title), and indemnify against any actions, proceedings, damages, costs, claims and expenses which may be suffered for any breach or non-observance by Shelfco of the same.

5. RIGHTS RESERVED OVER THE PROPERTY

5.1 In the Shelfco Transfer, there was reserved in favour of Shelfco's property a right of support from the retained land.

6. POINTS TO NOTE

6.1 The Charges Register of the title to the Property contains five notices that may have been incorrectly included, as no benefit or burden affecting the Property has been identified.

The first and second notices relate to restrictive covenants and rights to which the Property is subject further to a Conveyance dated 10 March 1939. The land in question now forms part of title number CH639414, which is owned by CLH Pipeline System (CLH-PS) Limited (formerly Shelfco).

MA_39240729_1 1

The third notice relates to the rights contained in a Conveyance dated 10 August 1955 made between (1) William Wild & Son (Mollington) Limited and (2) The Minister of Fuel and Power. Our review of this document leads us to believe that the piece of land in question forms part of title number CH639414, as above.

The fourth and fifth notices relate to a Security Agreement dated 9 June 2015 made between (1) CLH Pipeline System (CLH-PS) Limited and (2) Santander UK Plc. This Agreement has been unconventially protected by way of unilateral notice.

CLH Pipeline System (CLH-PS) Limited was previously Shelfco, and it is believed these notices should have been moved or entered onto Shelfco's newly created title - CH639414 - following registration of the Shelfco Transfer.

Land Regsitry have confirmed that notices 1, 2 and 3 should no longer be included on the register, and have removed the entries. A new register accompanies this report. An application to remove the notices in favour of Santander has been submitted to the Land Regsitry.

MA_39240729_1 2 HM Land Registry s~ s~~s ••

0 FFicia I coPy Title number P174193 Edition date 17.06.2015 This official copy shows the entries on the register of title on o F reg ~S ~e I Q ~ 10 JUN 2019 at 15.28.30. • This date must be quoted as the "search from date" in any t~ ~Ie official search application based on this copy. The date at the beginning of an entry is the date on which the entry was made in the register. Issued on 10 Jun 2019. Under s.67 of the Land Registration Act 2002, this copy is admissible in evidence to the same extent as the original. This title is dealt with by HM Land Registry, Birkenhead Office.

A: Property Register This register describes the land and estate comprised in the title. WEST AND CHESTER

(06.09.1930) The Freehold land shown edged with red on the plan of the above Title filed at the Registry and being land on the South Eastern side of the , lying to the west of Road, Wervin, Chester.

A Transfer of the land tinted pink on the title plan dated 31 December 1940 made between (1) County Council of the Administrative County of Chester and (2) The Minister of Supply (the transferee) purported to grant the following rights:-

"Full right and liberty for the Transferee and his successors and assigns with or without agents contractors servants workmen horses carts carriages wagons engines machinery and materials to enter into and upon the lands of the Council situate partly in the said township of Wervin and partly in the township of Croughton in the said County commencing at the point marked A on the plan hereto annexed thence to the point marked B and from the point marked C and thence to the point marked D having a total length of 1450 yards and a uniform width of 10 feet as shown by two parallel broken lines coloured purple on the said plan and within the limits aforesaid to open the soil of and to dig bore make or open any trench or trenches in or under the said lands of the Council for the purpose of laying therein and as occasion shall require maintaining inspecting repairing renewing removing and relaying two mild steel pipes having diameters of 12 inches each including sectioning valves for the conveyance of petroleum and products of petroleum from the lands of the transferee at Stanlow in the said County or other lands of the Transferee."

NOTE: The 10 foot roadway here mentioned is shown by two parallel lines coloured purple on the title plan and the points A.B.C.D. are similarly shown on the title plan.

B: Proprietorship Register This register specifies the class of title and identifies the owner. It contains any entries that affect the right of disposal.

1 of 2 Title number P174193 Title absolute

1 (09.06.2015) PROPRIETOR: CLH Pipeline System (CLH-PS) Ltd (Co. Regn. No. 9497223) of 90 Fetter Lane, London EC4A lEN.

2 (09.06.2015) The price stated to have been paid on 30 April 2015 for the land in this title and other property was £290,393.

3 (09.06.2015) RESTRICTION: No disposition of the registered estate (other than a charge) by the proprietor of the registered estate is to be registered without a certificate signed by a conveyancer that the provisions of clause 11.1 of a transfer dated 30 April 2015 made between (1) Secretary of State for Defence and (2) Shelfcol23 Limited have been complied with.

C: Charges Register This register contains any charges and other matters that affect the land.

1 (17.06.2015) UNILATERAL NOTICE in respect of a Security Agreement dated 9 June 2015 made between (1) CLH Pipeline System (CLH-PS) Ltd and (2) Santander UK PLC.

NOTE: Copy filed.

2 (17.06.2015) BENEFICIARY: Santander UK PLC (Co. Regn. No. 02294747) of 2 Triton Square, Regent's Place, London NWl 3AN.

End of register

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