Draft/Linklaters LLP/01.10.2014 EXECUTION VERSION Dated 19 ... · DERBY TRUSTEE NO.1 LIMITED AND...

Draft/Linklaters LLP/01.10.2014

EXECUTION VERSION

Dated 19 March 2013 as amended and restated on [●] 2014

INTU (SGS) FINANCE PLC AS ISSUER

INTU (SGS) FINCO LIMITED

AS FINCO

INTU (SGS) LIMITED AS SGS SPV

INTU (SGS) HOLDCO LIMITED

AS SGS HOLDCO

INTU LAKESIDE LIMITED INTU WATFORD LIMITED

BRAEHEAD GLASGOW LIMITED BRAEHEAD PARK INVESTMENTS LIMITED

VCP NOMINEES NO. 1 LIMITED VCP NOMINEES NO. 2 LIMITED

THE VICTORIA CENTRE PARTNERSHIP AS PROPCOS

INTU PROPERTIES INVESTMENTS LIMITED

VCP (GP) LIMITED AS VICTORIA OBLIGORS

FINCO, SGS SPV, SGS HOLDCO, THE PROPCOS AND THE VICTORIA OBLIGORS TOGETHER

AS INITIAL OBLIGORS

INTU DERBY LIMITED INTU DERBY 2 LIMITED

THE WILMSLOW (NO.3) LIMITED PARTNERSHIP WILMSLOW (NO.3) GENERAL PARTNER LIMITED DERBY INVESTMENTS LIMITED PARTNERSHIP

DERBY INVESTMENTS GENERAL PARTNER LIMITED DERBY TRUSTEE NO.1 LIMITED AND DERBY TRUSTEE NO.2 LIMITED AS TRUSTEES OF INTU DERBY

JERSEY UNIT TRUST DERBY TRUSTEE NO.1 LIMITED AND DERBY TRUSTEE NO.2 LIMITED AS TRUSTEES OF THE

MIDLANDS SHOPPING CENTRE JERSEY UNIT TRUST (NO.1) W (NO.3) GP (NOMINEE A) LIMITED W (NO.3) GP (NOMINEE B) LIMITED

WILMSLOW (NO.3) (NOMINEE A) LIMITED WILMSLOW (NO.3) (NOMINEE B) LIMITED

AS DERBY OBLIGORS

THE CHAPELFIELD PARTNERSHIP CHAPELFIELD GP LIMITED CHAPELFIELD LP LIMITED

CHAPELFIELD NOMINEE LIMITED AS CHAPELFIELD OBLIGORS

HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED

AS OBLIGOR SECURITY TRUSTEE

HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED AS ISSUER TRUSTEE

HSBC BANK PLC

AS INITIAL AUTHORISED LOAN FACILITY AGENT

CERTAIN FINANCIAL INSTITUTIONS AS INITIAL AUTHORISED LOAN FACILITY PROVIDERS

CERTAIN FINANCIAL INSTITUTIONS AS INITIAL HEDGE COUNTERPARTIES

INTU PROPERTY MANAGEMENT LIMITED

INTU LAKESIDE PROPERTY MANAGEMENT LIMITED


INTU BRAEHEAD PROPERTY MANAGEMENT LIMITED INTU WATFORD PROPERTY MANAGEMENT LIMITED CHAPELFIELD PROPERTY MANAGEMENT LIMITED

AS PROPERTY ADMINISTRATORS

INTU PROPERTIES PLC AS OBLIGOR CASH MANAGER

HSBC BANK PLC

AS OBLIGOR ACCOUNT BANK

AND OTHERS COMMON TERMS AGREEMENT

Ref: L-198138/RJAH/AMJFL-227702

Linklaters LLP


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Table of Contents

Contents Page

1 Interpretation ....................................................................................................................... 34

2 Security Trust and Intercreditor Deed ................................................................................. 45

3 Conditions Precedent .......................................................................................................... 45

4 Representations and Warranties ........................................................................................ 46

5 Covenants ........................................................................................................................... 67

6 Prepayment ......................................................................................................................... 78

7 Obligor Events of Default .................................................................................................... 79

8 Obligor Guarantee ............................................................................................................. 910

9 The Administrative Parties .............................................................................................. 1213

10 Evidence and Determinations ......................................................................................... 1214

11 Indemnities ...................................................................................................................... 1214

12 Costs and Expenses ....................................................................................................... 1315

13 VAT and double counting ................................................................................................ 1416

14 Amendments and Waivers .............................................................................................. 1618

15 Severability ...................................................................................................................... 1718

16 Counterparts and Certificates ......................................................................................... 1718

17 Governing Law ................................................................................................................ 1719

18 Enforcement .................................................................................................................... 1719

Schedule 1 General Representations and Warranties ................................................................ 1920

Schedule 2 Covenants ................................................................................................................ 3034

Part 1 Information Covenants ...................................................................................................... 3034

Part 2 Financial Covenants ......................................................................................................... 3741

Part 3 General Covenants ........................................................................................................... 3842

Part 4 Property Covenants .......................................................................................................... 4954

Schedule 3 Covenant Testing ..................................................................................................... 5964

Schedule 4 Prepayment Events and Principles .......................................................................... 6570

Schedule 5 Obligor Events of Default ......................................................................................... 7479

Schedule 6 Cure Rights .............................................................................................................. 7782

Schedule 7 Part 1 Obligor Pre-Enforcement Priority of Payments ............................................. 7984

Schedule 7 Part 2 Obligor Post-Enforcement Priority of Payments ............................................ 8287

Schedule 8 Insurance Proceeds ................................................................................................. 8489

Schedule 9 Form of Investor Report ........................................................................................... 8590

Schedule 10 Part 1 Form of Compliance Certificate ................................................................... 9297

Part 2 Form of Compliance Certificate (Post-Forfeiture) ............................................................. 9499

Schedule 11 Conditions Precedent to be delivered by an Additional Obligor ........................... 95100

Schedule 12 Financial Institutions ............................................................................................. 97102

Signatories ................................................................................................................................. 98103


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This Agreement is made on 19 March 2013 as amended and restated on [●] 2014 between:

(1) INTU (SGS) FINANCE PLC, a company incorporated in England and Wales having its

registered office at 35 Great St. Helen's, London, EC3A 6AP (registered number

08351883) in its capacity as note issuer pursuant to the Note Trust Deed (the “Issuer”);

(2) INTU (SGS) FINCO LIMITED, a company incorporated in England and Wales with its

registered office at 40 Broadway, London, SW1H 0BU (registered number 08355746)

(“FinCo”);

(3) INTU (SGS) LIMITED, a company incorporated in England and Wales with its registered

office at 40 Broadway, London, SW1H 0BU (registered number 08355675) (“SGS SPV”);

(4) INTU (SGS) HOLDCO LIMITED, a company incorporated in England and Wales with its


(“SGS HoldCo”);

(5) INTU LAKESIDE LIMITED, a company incorporated in England and Wales with

its registered office at 40 Broadway, London, SW1H 0BU (registered number 04144192)

(“Lakeside Co”);

(6) INTU WATFORD LIMITED, a company incorporated in England and Wales with


(“Watford Co”);

(7) BRAEHEAD GLASGOW LIMITED, a company incorporated in England and Wales with


(“Braehead Co 1”);

(8) BRAEHEAD PARK INVESTMENTS LIMITED, a company incorporated in England

and Wales with its registered office at 40 Broadway, London, SW1H 0BU (registered

number 02722888) (“Braehead Co 2” and, together with Braehead Co 1, the “Braehead

Cos”);

(9) INTU PROPERTIES INVESTMENTS LIMITED, a company incorporated in England

and Wales with its registered office at 40 Broadway, London, SW1H 0BU (registered

number 03229523) (“Investments Co”);

(10) VCP (GP) LIMITED, a company incorporated in England and Wales with its


(“Victoria Centre Co 1”);

(11) VCP (GP) LIMITED, a company incorporated in England and Wales with its

registered office at 40 Broadway, London, SW1H 0BU (registered number 04531121) in its

capacity as general partner of the limited partnership carrying on business under the name

of THE VICTORIA CENTRE PARTNERSHIP (registered in England and Wales as a limited

partnership under the Limited Partnerships Act 1907 and with registration number

LP004172) (the “Partnership”);


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(12) VCP NOMINEES NO. 1 LIMITED, a company incorporated in England and Wales with


(“Victoria Centre Co 3”); and

(13) VCP NOMINEES NO. 2 LIMITED, a company incorporated in England and Wales with


(“Victoria Centre Co 4” and, together with Victoria Centre Co 1, the Partnership, Victoria

Centre Co 3 and Investments Co, the “Victoria Centre Cos”),

(14) INTU DERBY LIMITED, a company incorporated in Jersey with its registered office at

Ogier House, The Esplanade, St Helier, Jersey JE4 9WG (registered number 115095)

(“Derby Parent 1”);

(15) INTU DERBY 2 LIMITED, a company incorporated in Jersey with its registered office at

Ogier House, The Esplanade, St Helier, Jersey JE4 9WG (registered number 115096)

(“Derby Parent 2” and together with Derby Parent 1, the “Derby Parents”);

(16) THE WILMSLOW (NO.3) LIMITED PARTNERSHIP, a limited partnership registered in

England and Wales under the Limited Partnerships Act 1907 and with registration number

LP007037), acting by Derby General Partner 1 (the “Derby Borrower”);

(17) WILMSLOW (NO.3) GENERAL PARTNER LIMITED, a company incorporated in England

and Wales with its registered office at 40 Broadway, London SW1H 0BT (registered

number 03974021) in its capacity as general partner of the Derby Borrower (“Derby

General Partner 1”);

(18) DERBY INVESTMENTS LIMITED PARTNERSHIP, a limited partnership registered in

England and Wales under the Limited Partnerships Act 1907 and with registration number

LP12239 acting by Derby Investments General Partner Limited, a company incorporated in

England and Wales with its registered office at 40 Broadway, London SW1H 0BT

(registered number 6236774), acting by Derby General Partner 2 (“Derby Limited Partner

1”);

(19) DERBY INVESTMENTS GENERAL PARTNER LIMITED, a company incorporated in

England and Wales with its registered office at 40 Broadway, London SW1H 0BT

(registered number 6236774), (“Derby General Partner 2” and together with Derby

General Partner 1, the “Derby General Partners”);

(20) DERBY TRUSTEE NO. 1 LIMITED, a company incorporated in Jersey with its registered

office at Ogier House, The Esplanade, St Helier, Jersey JE4 9WG (registered number

115122) and DERBY TRUSTEE NO. 2 LIMITED, a company incorporated in Jersey with

its registered office at Ogier House, The Esplanade, St Helier, Jersey JE4 9WG (registered

number 115123) in their capacity as trustees of the INTU DERBY JERSEY UNIT TRUST,

a Jersey unit trust governed by and established pursuant to the Intu Derby Unit Trust

Instrument (“Derby Limited Partner 2”);

(21) DERBY TRUSTEE NO. 1 LIMITED, a company incorporated in Jersey with its registered

office at Ogier House, The Esplanade, St Helier, Jersey JE4 9WG (registered number

115122) and DERBY TRUSTEE NO. 2 LIMITED, a company incorporated in Jersey with

its registered office at Ogier House, The Esplanade, St Helier, Jersey JE4 9WG (registered

number 115123) in their capacity as trustees of the MIDLANDS SHOPPING CENTRE

JERSEY UNIT TRUST (NO. 1), a Jersey unit trust governed by and established pursuant


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to the Midlands Unit Trust Instrument (“Derby Limited Partner 3” and together with Derby

Limited Partner 1 and Derby Limited Partner 2, the “Derby Limited Partners”);

(22) W (NO.3) GP (NOMINEE A) LIMITED, a company incorporated in Jersey with its

registered office at Ogier House, The Esplanade, St Helier, Jersey JE4 9WG (registered

number 77729) (“Derby Nominee 1”);

(23) W (NO.3) GP (NOMINEE B) LIMITED, a company incorporated in Jersey with its

registered office at Ogier House, The Esplanade, St Helier, Jersey JE4 9WG (registered

number 77730) (“Derby Nominee 2”);

(24) WILMSLOW (NO.3) (NOMINEE A) LIMITED, a company incorporated in England and

Wales with its registered office at registered office at 40 Broadway, London SW1H 0BT

(registered number 04936137) (“Derby Nominee 3”);

(25) WILMSLOW (NO.3) (NOMINEE B) LIMITED, a company incorporated in England and

Wales with its registered office at 40 Broadway, London SW1H 0BT (registered number

04936419) (“Derby Nominee 4” and together with Derby Nominee 1, Derby Nominee 2

and Derby Nominee 3, the “Derby Nominees”);

(26) THE CHAPELFIELD PARTNERSHIP, a limited partnership registered in England and

Wales under the Limited Partnerships Act 1907 and with registration number LP007184),

acting by the Chapelfield General Partner (the “Chapelfield Borrower”);

(27) CHAPELFIELD GP LIMITED, a company incorporated in England and Wales with its

registered office at 40 Broadway, London SW1H 0BU (registered number 03920512) in its

capacity as general partner of the Chapelfield Borrower (the “Chapelfield General

Partner”);

(28) CHAPELFIELD LP LIMITED, a company incorporated in England and Wales with its

registered office at 40 Broadway, London SW1H 0BU (registered number 04090126) in its

capacity as limited partner of the Chapelfield Borrower (the “Chapelfield Limited

Partner”); and

(29) CHAPELFIELD NOMINEE LIMITED, a company incorporated in England and Wales with

its registered office at 40 Broadway, London SW1H 0BU (registered number 04373264)

(the “Chapelfield Nominee”),

( (Parties (2) to (13) inclusive are together the “Initial Obligors” and each an “Initial

Obligor”, parties (14) to (29) inclusive together the “Additional Obligors” and each an

“Additional Obligor”, parties (14) to (25) inclusive together the “Derby Obligors”, parties

(26) to (29) inclusive the “Chapelfield Obligors”, parties (14), (15) and (20) to (23)

inclusive the “Jersey Obligors”, and Lakeside Co, Watford Co, the Braehead Cos, Victoria

Centre Co 3, Victoria Centre Co 4 and , the Partnership (acting through Victoria Centre Co

1 as its general partner), the Derby Nominees, the Derby Borrower acting through Derby

General Partner 1, the Chapelfield Nominee and the Chapelfield Borrower acting through

the Chapelfield General Partner, together the “PropCos” and each a “PropCo”);

(30) (14)INTU PROPERTY MANAGEMENT LIMITED, a company incorporated in England and

Wales with its registered office at 40 Broadway, London, SW1H 0BU (registered number

04104680) (“Intu Property Management”);


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(31) (15) INTU LAKESIDE PROPERTY MANAGEMENT LIMITED, a company incorporated in

England and Wales with its registered office at 40 Broadway, London, SW1H 0BU

(registered number 05086815) (“Lakeside Management”);

(32) (16)INTU BRAEHEAD PROPERTY MANAGEMENT LIMITED, a company incorporated in


(registered number 05389484) (“Braehead Management”);

(33) (17)INTU WATFORD PROPERTY MANAGEMENT LIMITED, a company incorporated in


(registered number 05389481) (“Watford Management”), ; and

(34) CHAPELFIELD PROPERTY MANAGEMENT LIMITED, a company incorporated in


(registered number 05503286) (“Chapelfield Management”),

together, Intu Property Management, Lakeside Management and , Braehead Management,

Watford Management, and Chapelfield Management being the “Property

Administrators”);

(35) (18)HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED. in its capacity as security

trustee for the Secured Participants (the “Obligor Security Trustee”, which expression

shall include all persons acting as the Obligor Security Trustee or security trustees under

the Obligor Security Documents) on the terms set out in the STID.

(36) (19)HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED in its capacity as trustee

for and on behalf of the relevant Noteholders and security trustee for and on behalf of the

Issuer Secured Participants (the “Issuer Trustee”, which expression shall include all

persons acting as Issuer Trustee or issuer trustees pursuant to the Note Trust Deed and/or

the Issuer Security Documents).

(37) (20)THE FINANCIAL INSTITUTIONS listed in Part 1 (Initial Authorised Loan Facility

Providers) of Schedule 12 (Financial Institutions) to this Agreement, as initial lenders under

an Authorised Loan Facility (the “Initial Authorised Loan Facility Providers”).

(38) (21)HSBC BANK PLC, a company incorporated in England and Wales with its

registered office at 8 Canada Square, London, E14 5HQ (registered number 00014259) in

its capacity as agent in respect of the Initial Authorised Loan Facility (the “Initial

Authorised Loan Facility Agent”).

(39) (22)THE FINANCIAL INSTITUTIONS listed in Part 2 (Initial Hedge Counterparties) of

Schedule 12 (Financial Institutions) to this Agreement, as initial hedge counterparties (the

“Initial Hedge Counterparties”).

(40) (23)HSBC BANK PLC, a company incorporated in England and Wales (registered number

00014259) having its registered office at 8 Canada Square, London E14 5HQ as account

bank under the Obligor Account Bank Agreement (in this capacity, the “Obligor Account

Bank”).

(41) (24)INTU PROPERTIES PLC, a company incorporated in England and Wales (registered

number 03685527) having its registered office at 40 Broadway, London, SW1H 0BT as

cash manager under the Obligor Cash Management Agreement (in this capacity, the

“Obligor Cash Manager”).


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It is agreed as follows:

1 Interpretation

1.1 Definitions

Unless otherwise defined in this Agreement or the context otherwise requires, words used

in this Agreement have the meanings ascribed to them in the master definitions agreement

dated the date hereof between, among others, the parties to this Agreement (the “Master

Definitions Agreement”).

1.2 Construction and Interpretation

1.2.1 This Agreement will have expressly and specifically incorporated into it the

Principles of Construction set out in Schedule 2 (Principles of Construction) to the

Master Definitions Agreement as though they were set out in full in this Agreement.

In the event of any conflict between the provisions of this Agreement and the

Principles of Construction, the provisions of this Agreement will prevail.

1.2.2 This Agreement shall have expressly and specifically incorporated into it the

Common Provisions set out in the Master Definitions Agreement as though they

were set out in full in this Agreement. If there is any conflict between this

Agreement and the Master Definitions Agreement, this Agreement shall prevail.

1.3 Authorised Finance Facilities

Any person wishing to become a Finance Party, other than (i) those Secured Participants

which are party to this Agreement on the date hereof and (ii) any successor of a Secured

Participant whose accession to this Agreement, the STID and the MDA was in accordance

with Clause 31 (Benefit of Deed) of the STID, shall, upon execution and delivery by such

person or their duly authorised representative to the Obligor Security Trustee, of an

Accession Memorandum, acceding to the STID, this Agreement and the MDA (together

with the supporting documentation referred to in that Accession Memorandum), be bound

by the provisions of the STID, this Agreement and the MDA as if the terms set out therein

were incorporated in full into the arrangements made between that person and the

Obligors. The Secured Participants and the parties hereto from time to time hereby

authorise the Obligor Security Trustee to execute each Accession Memorandum (without

liability therefor) and the Secured Participants and the parties to this Agreement agree to

be bound by the terms of each such Accession Memorandum.

2 Security Trust and Intercreditor Deed

2.1 Each Party acknowledges the arrangements which have been entered into pursuant to the

terms of the STID and agrees that:

2.1.1 all actions to be taken, discretions to be exercised and other rights vested in the

Finance Parties under the terms of the Finance Documents will only be exercisable

as provided in or permitted by the STID;

2.1.2 no Finance Party will be obliged to monitor or enquire whether any of the other

Finance Parties is complying or has complied with the terms of the STID; and

2.1.3 any Finance Document entered into by it will be subject to the terms of the STID.


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3 Conditions Precedent

3.1 The Initial Issue Date will not occur, and no Authorised Loan Facility Provider will be

obliged to fund on such date, until all conditions precedent to the Initial Issue Date set out

in the CP Agreement have been satisfied or waived in accordance with the terms of the CP

Agreement.

3.2 Each Drawdown under an Authorised Finance Facility shall be subject to the conditions

precedent (if any) contained in the relevant Authorised Finance Facility Agreement.

4 Representations and Warranties

4.1 Representations and Warranties

4.1.1 The representations and warranties set out in Schedule 1 (General

Representations and Warranties) are made jointly and severally by each Obligor to

each Finance Party.

4.1.2 Each Authorised Finance Facility Agreement entered into after the date of this

Agreement shall contain such of the representations and warranties set out in

Schedule 1 (General Representations and Warranties) as may be agreed by FinCo

and the relevant Authorised Finance Provider in such Authorised Finance Facility

Agreement amended, as applicable, by reference to the facts and circumstances

then subsisting and subject to such disclosures as are made by FinCo to the

relevant Authorised Finance Provider prior to the entry into such Authorised

Finance Facility Agreement.

4.1.3 Subject to Clause 4.1.4 (Representations and Warranties) below, no Authorised

Finance Facility Agreement may contain any representations or warranties in

addition to those set out in Schedule 1 (General Representations and Warranties)

and no representation or warranty in any Authorised Finance Facility Agreement,

which is the same as a representation or warranty set out in Schedule 1 (General

Representations and Warranties), shall repeat more frequently than that same

representation or warranty is deemed (or is otherwise permitted under Clause 4.2

(Times for making representations and warranties)) to be repeated in this

Agreement. Any consequences in respect of such additional representation or

warranty or representation or warranty by any Obligor that repeats more frequently

than its equivalent in this Agreement (or than is permitted under this Agreement)

shall be unenforceable (to the extent of such additions or more frequent

repetitions) by any person.

4.1.4 Clause 4.1.3 (Representations and Warranties) above shall not apply to any tax

representation contained in any Finance Document, any additional representation

or warranty contained in any Hedging Agreement or any additional representation

or warranty contained in a Liquidity Facility Agreement.

4.1.5 Clause 4.1.3 (Representations and Warranties) above shall not apply to any

additional representations and warranties given in an Authorised Finance Facility

Agreement provided that such additional representations and warranties are given

to each other Finance Party for such time as any amounts remain outstanding

under the relevant Authorised Finance Facility Agreement and in each case the

related rights of each Finance Party are subject to the terms of this Agreement and

the STID.


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4.2 Times for making representations and warranties

4.2.1 The representations and warranties set out in Schedule 1 (General

Representations and Warranties) are made by each Obligor on the date of this

Agreement.

4.2.2 Each Repeated Representation which is stated in the definition thereof to be

repeated in relation to the Clauses and dates set out below, is deemed to be

repeated by the Obligors on:

(i) the date of signing of each Authorised Finance Facility Agreement, the date

of each Request and the date of each Drawdown under an Authorised

Finance Facility;

(ii) each Interest Payment Date;

(iii) the date upon which any Additional Obligor accedes to the Security Group;

(iv) the date of the Preliminary Prospectus, the Prospectus, the Subscription

Agreement in relation to the Initial Notes and the Initial Issue Date and, in

relation to any subsequent Issue Date, the date of the then relevant

Preliminary Prospectus, if applicable, the Prospectus, the related

Subscription Agreement and such Issue Date, provided that such Repeated

Representations shall be deemed to be made by reference to the facts and

circumstances then subsisting and not as at the date of the Preliminary

Prospectus or Prospectus (as applicable);

(v) each date on which the Prospectus is updated or supplemented;

(vi) each date of delivery of a Valuation, and, in relation to a Valuation delivered

in connection with a Permitted Acquisition, the date of accession to the

Common Documents of the relevant Additional Obligors, but only by such

Additional Obligors and only by reference to the facts and circumstances

existing as at the date of delivery of the Valuation;

(vii) each date of delivery of a Certificate of Title or a Materiality Report, and, in

relation to a Certificate of Title or Materiality Report delivered in connection

with a Permitted Acquisition, the date of accession to the Common

Documents of the relevant Additional Obligors, but only by such Additional

Obligors and only by reference to the facts and circumstances existing as

at the date of delivery of the Certificate of Title or Materiality Report;

(viii) on the date of delivery of any Financial Statements in accordance with

Clause 1 (Financial Statements) of Schedule 2 (Covenants) Part 1

(Information Covenants); and

(ix) on each Issue Date and on the date of the first Drawdown under each

Authorised Loan Facility.

4.2.3 When a representation or warranty is repeated it is applied to the facts and

circumstances existing at the date of repetition, save as provided to the contrary

under paragraphs (vi) and (vii) above.


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5 Covenants

5.1 Each Obligor agrees to be bound by the covenants relating to it set out in each part of

Schedule 2 (Covenants).

5.2 In respect of the covenants set out in each part of Schedule 2 (Covenants), where no

Covenant Regime is specified as being applicable thereto, the Obligors are required to

comply with the relevant covenant at all times while the T1, T2 or T3 Covenant Regime is

in effect. Where a covenant is specified as applying where the T2 Covenant Regime is

applicable, the Obligors are required to comply with the relevant covenant while the T2 and

T3 Covenant Regimes are in effect. Where a covenant is specified as applying where the

T3 Covenant Regime is applicable, the Obligors are required to comply with the relevant

covenant only while the T3 Covenant Regime is in effect.

5.3 The Obligors, jointly and severally, undertake to comply with the provisions set out in

Schedule 3 (Covenant Testing), including (without limitation) in relation to the periodic

calculation of the LTV and Historical ICR, and as a consequence which Covenant Regime

is at the relevant time applicable.

5.4 Any provisions in any Authorised Finance Facility Agreement (apart from, for the avoidance

of doubt, any Liquidity Facility Agreement, Hedging Agreement or the Tax Deed of

Covenant) which are in addition to the provisions in respect of an Obligor set out in this

Agreement, other than those relating to:

(i) transfer mechanics;

(ii) set-off;

(iii) the delivery of documents to allow payments to be made without deduction of Tax;

(iv) indemnities;

(v) covenants to pay (including related payment mechanics);

(vi) voluntary prepayment;

(vii) mandatory prepayment (excluding any mandatory prepayment under which such

Authorised Finance Facility requires a prepayment or cancellation of such

Authorised Finance Facility which is greater than the amount of prepayment

permitted by the Prepayment Principles);

(viii) notification of any changes in status relating to Tax;

(ix) “Know your customer” requirements;

(x) any Hedging Agreement (subject to the Hedging Covenant);

(xi) remuneration, costs and expenses;

(xii) withholding and/or grossing up payments for or on account of Tax; and

(xiii) information to be provided for any tax reporting or compliance requirements in any

jurisdiction;

and which, if breached, would give a right to the relevant Authorised Finance Provider to

seek to declare an Obligor Event of Default, shall be unenforceable by any person,

provided that (a) any provisions contained in the Initial Authorised Loan Facility Agreement

as at the Initial Issue Date shall not breach this Clause 5.4, (b) any provisions contained in

any Authorised Loan Facility Agreement entered into after the Initial Issue Date which are


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also contained in the Initial Authorised Loan Facility Agreement as at the Initial Issue Date

shall not breach this Clause 5.4 and (c), (other than as set out in (a) and (b) above), any

such provision agreed in any Authorised Finance Facility Agreement after the Initial Issue

Date shall be permitted under this Clause 5.4 if such additional provisions are given to

each other Finance Party for such time as any amounts remain outstanding under the

relevant Authorised Finance Facility Agreement and in each case the related rights of the

Issuer and each Finance Party are subject to the terms of the CTA and the STID.

6 Prepayment

6.1 FinCo will, upon the occurrence of a Prepayment Event, prepay the Senior Debt

Obligations and pay any associated Repayment Costs, in accordance with the provisions

of Schedule 4 (Prepayment Event and Principles) of this Agreement, including the

Prepayment Principles, and the Obligor Pre-Enforcement Priority of Payments.

6.2 In accordance with Clauses 8.5 and 8.6 (Prepayment Principles) of the Prepayment

Principles, all prepayments shall be made at par (or such lesser price as is permitted by

the Prepayment Principles), together with accrued interest on the amount prepaid and,

subject to any Break Costs or Make-Whole Amount, without additional premium or penalty.

FinCo shall only be obliged to pay a Make-Whole Amount, if the same is expressly

provided for under the terms of any Authorised Finance Facility, pursuant to a prepayment

undertaken in accordance with Clause 4 (Voluntary Prepayment) of Schedule 4

(Prepayment Events and Principles) of this Agreement.

7 Obligor Events of Default

7.1 Obligor Events of Default

7.1.1 Each of the events set out in Schedule 5 (Obligor Events of Default) is an Obligor

Event of Default. Any events of default in an Authorised Finance Facility

Agreement (howsoever worded), in respect of any Obligor which are in addition to

those set out in Schedule 5 (Obligor Events of Default) (other than in relation to (i)

any representations or warranties or covenants which are permitted under Clauses

4.1.4 or 4.1.5 (Representations and Warranties) or 5.4 (Covenants), or (ii) any

mandatory prepayment events in an Authorised Finance Facility Agreement which

arise on the occurrence of any events of default (howsoever worded) or (iii) any

event of default or termination event (howsoever worded) contained in any Liquidity

Facility Agreement or Hedging Agreement or (iv) any event of default (howsoever

worded) contained in the Initial Authorised Loan Facility Agreement as at the Initial

Issue Date or (v) any event of default (howsoever worded) contained in any

Authorised Loan Facility Agreement entered into after the Initial Issue Date which

are also contained in the Initial Authorised Loan Facility Agreement) shall be

unenforceable by any person, unless the resulting prepayment would be a

payment expressly permitted by Clauses 7.1.1 or 7.1.2 (Undertakings of Secured

Participants) of the STID. For the avoidance of doubt, mandatory prepayment

events in any Authorised Finance Facility Agreement which arise due to the

application of the terms of the Common Documents shall be enforceable.

7.1.2 If an Obligor Event of Default or Obligor Potential Event of Default occurs including

(without limitation) pursuant to Clause 4 (Breach of the Tax Deed of Covenant) of

Schedule 5 (Obligor Events of Default), any Obligor becoming aware thereof will

promptly upon becoming aware thereof notify the Obligor Security Trustee and the


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Secured Participant Representatives thereof and of any steps being taken to

remedy the same. To the extent any remedy period in respect of any breach is

applicable, it will commence on the earlier of the date on which an Obligor first

becomes aware of the relevant Obligor Potential Event of Default (as the case may

be) and the date on which the Obligor Security Trustee notifies the Obligors

thereof.

7.2 Consequences of an Obligor Event of Default and delivery of an Obligor

Enforcement Notice

7.2.1 At any time after the delivery of an Obligor Enforcement Notice:

(i) on any Business Day, the Obligors shall apply the Available Funds

remaining after discharging items (a) to (f) inclusive of the Obligor Post-

Enforcement Priority of Payments towards making the payments referred to

in item (g) of the Obligor Post-Enforcement Priority of Payments on a pro

rata and pari passu basis;

(ii) subject to the provisions of the STID, the Obligor Security Trustee will be

entitled by notice to the Obligors to enforce any guarantee or security that it

holds as trustee or agent on behalf of the Secured Participants for the

Obligors' obligations to the Secured Participants under the Obligor Security

Documents;

(iii) subject to the provisions of the STID, any commitments under any

Authorised Loan Facility (howsoever defined) may be cancelled;

(iv) subject to the provisions of the STID, the Obligor Security Trustee may

declare all amounts outstanding under the Finance Documents to be

immediately due and payable or to be payable on demand of the Obligor

Security Trustee (whereupon the same shall become so due and payable

or (as the case may be) payable on such demand); and

(v) the Obligor Security Trustee may take any other Enforcement Action

subject to, and in accordance with, the STID.

8 Obligor Guarantee

8.1 Each Obligor irrevocably and unconditionally, jointly and severally:

8.1.1 guarantees to the Obligor Security Trustee (for itself and on behalf of the Secured

Participants) due and punctual performance by each other Obligor of all the Obligor

Secured Liabilities;

8.1.2 undertakes with the Obligor Security Trustee (for itself and on behalf of the

Secured Participants) that whenever another Obligor does not pay any amount

when due under or in connection with any Finance Document, that Obligor shall

immediately on demand by the Obligor Security Trustee pay that amount as if it

was the principal obligor; and

8.1.3 agrees with the Obligor Security Trustee (for itself and on behalf of the Secured

Participants) that if any payment obligation guaranteed by it is or becomes

unenforceable, invalid or illegal, it will, as an independent and primary obligation,

indemnify the Obligor Security Trustee (for itself and on behalf of the Secured

Participants) immediately on demand against any cost, loss or liability the Obligor


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Security Trustee or any Secured Participant incurs as a result of an Obligor not

paying any amount which would, but for such unenforceability, invalidity or illegality,

have been payable by it under any Finance Document on the date when it would

have been due. The amount payable by an Obligor under this indemnity will not

exceed the amount it would have had to pay under this Clause 8 (Obligor

Guarantee) if the amount claimed had been recoverable on the basis of a

guarantee.

8.2 Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of the

Obligor Secured Liabilities regardless of any intermediate payment or discharge in whole

or in part.

8.3 Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any

Obligor or any security for those obligations or otherwise) is made by the Obligor Security

Trustee in whole or in part on the basis of any payment, security or other disposition which

is avoided or must be restored in insolvency, liquidation, administration or otherwise, then

the liability of each Obligor under this Clause 8 (Obligor Guarantee) will continue or be

reinstated as if the discharge, release or arrangement had not occurred.

8.4 Waiver of defences

The obligations of each Obligor under this Clause 8 (Obligor Guarantee) will not be

affected by an act, omission, matter or thing which, but for this Clause 8 (Obligor

Guarantee), would reduce, release or prejudice any of its obligations under this Clause 8

(Obligor Guarantee) (without limitation and whether or not known to it, the Obligor Security

Trustee) including:

8.4.1 any time, waiver or consent granted to, or composition with, any Obligor or other

person;

8.4.2 the release of any other Obligor or any other person under the terms of any

composition or arrangement with any creditor of any member of the Security Group

or any other person;

8.4.3 the taking, variation, compromise, exchange, renewal or release of, or refusal or

neglect to perfect, take up or enforce, any rights against, or security over assets of,

any Obligor or other person or any non-presentation or non-observance of any

formality or other requirement in respect of any instrument or any failure to realise

the full value of any security;

8.4.4 any incapacity or lack of power, authority or legal personality of or dissolution or

change in the members or status of an Obligor or any other person;

8.4.5 any amendment, novation, supplement, extension, restatement (however

fundamental and whether or not more onerous) or replacement of any Finance

Document or any other document or security including without limitation any

change in the purpose of, any extension of or increase in any facility or the addition

of any new facility under any Finance Document or other document or security;

8.4.6 any unenforceability, illegality or invalidity of any obligation of any person under any

Finance Document or any other document or security; or

8.4.7 any insolvency or similar proceedings.


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8.5 Waiver of Droit de Division and Droit de Discussion

8.5.1 Each Obligor which is incorporated or established in Jersey irrevocably and

unconditionally waives and abandons any and all rights or entitlement which it has

or may have under the existing or future laws of Jersey, whether by virtue of the

customary law rights of Droit de Discussion or otherwise, to require that recourse

be had to the assets of any other Obligor or other person before any claim is

enforced against it in respect of its obligations under any Finance Document.

8.5.2 Each Obligor which is incorporated or established in Jersey irrevocably and

unconditionally waives and abandons any and all rights or entitlement which it has

or may have under the existing or future laws of Jersey, whether by virtue of the

customary law right of Droit de Division or otherwise, to require that any liability

under the guarantee contained herein or under any Finance Document be divided

or apportioned with any other person or reduced in any manner.

8.6 8.5Immediate recourse

Each Obligor waives any right it may have of first requiring the Obligor Security Trustee (for

itself and on behalf of the Secured Participants) to proceed against or enforce any other

rights or security or claim payment from any person before claiming from that Obligor

under this Clause 8 (Obligor Guarantee). This waiver applies irrespective of any law or any

provision of a Finance Document to the contrary.

8.7 8.6Appropriations

Until all the Obligor Secured Liabilities have been irrevocably paid in full and all facilities

which might give rise to Obligor Secured Liabilities have terminated, the Obligor Security

Trustee (or any trustee or agent on any of the Obligor Security Trustee’s behalf) may,

subject to the terms of the STID:

8.7.1 8.6.1refrain from applying or enforcing any other moneys, security or rights held or

received by the Obligor Security Trustee in respect of those amounts, or apply and

enforce the same in such manner and order as it sees fit (whether against those

amounts or otherwise) and no Obligor shall be entitled to the benefit of the same;

and

8.7.2 8.6.2hold in an interest-bearing suspense account any moneys received from any

Obligor or on account of any Obligor's liability under any Obligor Security

Document.

8.8 8.7Deferral of each guarantors’ rights

Except as contemplated under the Tax Deed of Covenant, until all the Obligor Secured

Liabilities have been irrevocably paid in full and all facilities which might give rise to Obligor

Secured Liabilities have terminated, and unless the Obligor Security Trustee otherwise

directs, no Obligor will exercise any rights which it may have by reason of performance by

it of its obligations under the Finance Documents or by reason of any amount being

payable, or liability arising, under any Obligor Security Document:

8.8.1 8.7.1to be indemnified by an Obligor;

8.8.2 8.7.2to claim any contribution from any other provider of a Security Interest for or

guarantor of any Obligor's obligations under the Finance Documents;


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8.8.3 8.7.3to take the benefit (in whole or in part and whether by way of subrogation or

otherwise) of any rights of the Obligor Security Trustee under the Finance

Documents or of any other guarantee or security taken pursuant to, or in

connection with, the Finance Documents by the Obligor Security Trustee;

8.8.4 8.7.4to bring legal or other proceedings for an order requiring any Obligor to make

any payment, or perform any obligation, in respect of which any Obligor has given

a guarantee, undertaking or indemnity;

8.8.5 8.7.5to exercise any right of set-off against any Obligor; and/or

8.8.6 8.7.6to claim or prove as a creditor of any Obligor in competition with the Obligor

Security Trustee.

If the Obligor receives any benefit, payment or distribution in relation to such rights it shall

hold that benefit, payment or distribution to the extent necessary to enable all amounts

which may be or become payable to the Obligor Security Trustee by the Obligors under or

in connection with the Finance Documents to be repaid in full on trust for the Obligor

Security Trustee and shall promptly pay or transfer the same to the Obligor Security

Trustee or as the Obligor Security Trustee may direct for application in accordance with the

STID.

8.9 8.8Release of Guarantors’ right of contribution

If any Obligor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the

terms of the Finance Documents for the purpose of any sale or other disposal of that

Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:

8.9.1 8.8.1that Retiring Guarantor is released by each other Obligor from any liability

(whether past, present or future and whether actual or contingent) to make a

contribution to any other Obligor arising by reason of the performance by any other

Obligor of its obligations under the Finance Documents; and

8.9.2 8.8.2each other Obligor waives any rights it may have by reason of the performance

of its obligations under the Finance Documents to take the benefit (in whole or in

part and whether by way of subrogation or otherwise) of any rights of the Secured

Participants under any Finance Document or of any other security taken pursuant

to, or in connection with, any Finance Document where such rights or security are

granted by or in relation to the assets of the Retiring Guarantor.

8.10 8.9Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or

security now or subsequently held by the Obligor Security Trustee (for itself and on behalf

of the Secured Participants).

8.11 8.10Victoria Centre Limited Partnership

Each of the Obligors confirms that its guarantee of the obligations of the Partnership

pursuant to Clause 8.1 (Obligor Guarantee) above is in respect of the Partnership as

constituted from time to time and shall not be revoked by any change in the constitution of

the Partnership.

8.12 The Chapelfield Partnership

Each of the Obligors confirms that its guarantee of the obligations of the Chapelfield

Borrower pursuant to Clause 8.1 (Obligor Guarantee) above is in respect of the Chapelfield


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Borrower as constituted from time to time and shall not be revoked by any change in the

constitution of the Chapelfield Borrower.

8.13 The Wilmslow (No.3) Limited Partnership

Each of the Obligors confirms that its guarantee of the obligations of the Derby Borrower

pursuant to Clause 8.1 (Obligor Guarantee) above is in respect of the Derby Borrower as

constituted from time to time and shall not be revoked by any change in the constitution of

the Derby Borrower.

9 The Administrative Parties

9.1 No fiduciary duties

Nothing in the Finance Documents makes an Administrative Party (other than the Obligor

Security Trustee) a trustee or fiduciary for any other Party or any other person. No

Administrative Party (other than the Obligor Security Trustee) need hold in trust any

moneys paid to it for a Party or be liable to account for interest on those moneys (and the

Obligor Security Trustee shall hold such amounts, but not on trust).

9.2 Individual position of an Administrative Party

9.2.1 If it is also a provider of credit under any Authorised Finance Facility, each

Administrative Party shall have the same rights and powers under the Finance

Documents as any other provider of financial accommodation and may exercise

those rights and powers as though it were not an Administrative Party.

9.2.2 Each Administrative Party may:

(i) carry on any business with any Obligor or their respective related entities

(including acting as an agent or a trustee for any other financing); and

(ii) retain any profits or remuneration it receives under the Finance Documents

or in relation to any other business it carries on with any Obligor or its

related entities.

9.3 Consent of the Obligor Security Trustee

In providing its consent or making a determination hereunder the Obligor Security Trustee

may take instructions from the Secured Participants to the extent required or permitted and

in each case in the manner set out in the STID.

10 Evidence and Determinations

10.1 Accounts

Accounts maintained by a Finance Party in connection with the Finance Documents are

prima facie evidence of the matters to which they relate for the purpose of any litigation or

arbitration proceedings.

10.2 Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under the Finance

Documents will be, in the absence of manifest error, conclusive evidence of the matters to

which it relates.


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11 Indemnities

Without prejudice to any indemnity contained in any other Finance Document, the following

provisions of this Clause 11 (Indemnities) shall apply:

11.1 Currency indemnity

11.1.1 Each Obligor jointly and severally indemnifies, within 1 Business Day of first

demand, each Finance Party against any loss or liability which that Finance Party

properly incurs as a consequence of:

(i) that Finance Party receiving an amount in respect of that Obligor’s liability

under the Finance Documents; or

(ii) that liability being converted into a claim, proof, judgment or order,

in a currency other than the currency in which the amount is expressed to be

payable under the relevant Finance Document.

11.1.2 Unless otherwise required by law, each Obligor waives any right it may have in any

jurisdiction to pay any amount under the Finance Documents in a currency other

than that in which it is expressed to be payable.

11.2 Other indemnities

11.2.1 Each Obligor joint and severally indemnifies within 1 Business Day of first demand,

each Finance Party against any loss, liability, fees, expenses, claims, charges or

damages which that Finance Party reasonably incurs, including for the avoidance

of doubt, any default or penalty interest payable by such Finance Party, (but

excluding any future loss of margin) as a consequence of:

(i) the occurrence or continuance of any Default;

(ii) a breach by an Obligor of any of its obligations under a Finance Document;

(iii) (other than by reason of negligence, wilful misconduct or default by that

Finance Party alone) any financial accommodation not being given after a

Request has been delivered for that financial accommodation;

(iv) any financial accommodation provided to FinCo not being prepaid in

accordance with a notice of prepayment; or

(v) any failure by an Obligor to pay any amount due under a Finance

Document on its due date, including any loss, liability, fees, expenses,

claims or damages resulting from any distribution or redistribution of any

amount among the Finance Parties under this Agreement, and/or the STID

or any other Finance Document.

Each Obligor’s liability in each case includes any loss or expense on account of

funds borrowed, contracted for or utilised to fund any amount payable under any

Finance Document, any amount repaid or prepaid or any relevant financial

accommodation.

11.2.2 Without prejudice to any indemnity contained in any other Finance Documents,

each Obligor shall jointly and severally indemnify within 1 Business Day of first

demand, the Obligor Security Trustee against any loss, liability, fees, expenses,

claims, charges or damages incurred by the Obligor Security Trustee as a result of:


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(i) investigating any event which the Obligor Security Trustee reasonably

believes to be a Default; or

(ii) acting or relying on any notice, which the Obligor Security Trustee

reasonably believes to be genuine, correct and appropriately authorised.

12 Costs and Expenses

12.1 Enforcement Costs and Expenses

Without prejudice to any other provision in any other Finance Document relating to

payments of costs and expenses incurred by a Finance Party, each Obligor, jointly and

severally, must pay within 3 Business Days of demand to the Obligor Security Trustee an

amount equal to all costs and expenses (including legal fees together with applicable VAT)

incurred by the Obligor Security Trustee in connection with the enforcement of, or the

preservation of any rights under, any Finance Document, including in relation to the

Charged Property and any proceedings instituted by or against the Obligor Security

Trustee as a consequence of taking or holding the Charged Property or enforcing these

rights.

12.2 Transaction Costs and Expenses

Without prejudice to any other provision in any other Finance Document relating to

payments of costs and expenses incurred by a Finance Party, each Obligor, jointly and

severally and promptly on demand, shall pay each Finance Party an amount equal to all

reasonable costs and expenses incurred by it in connection with the preparation,

negotiation, printing, execution, syndication and perfection of the Common Documents

(including all legal, tax, accounting and other professional fees incurred by it in connection

therewith) and including costs and expenses in relation to any Common Document

executed after the date of this Agreement or any amendment, waiver or consent requested

by or on behalf of FinCo or specifically allowed by the Common Documents, provided that

all such costs and expenses incurred by such Finance Party are previously agreed in

writing with FinCo.

13 VAT and double counting

13.1 Sums payable exclusive of VAT

Any sum set out in any Finance Document as payable, or otherwise payable to a Finance

Party pursuant to a Finance Document, shall be deemed to be exclusive of any VAT which

is or becomes chargeable on any supply or supplies for which that sum (or any part

thereof) is the whole or part of the consideration for VAT purposes, except as expressly

stated otherwise in a Finance Document.

13.2 Payment of amounts in respect of VAT

Where:

13.2.1 any person that is a party to a Finance Document (such person, the “Supplier” for

the purposes of this Clause 13 (VAT and double counting)) makes a supply to

another person that is also a party to that Finance Document (such person, the

“Recipient” in relation to that supply for the purposes of this Clause 13 (VAT and

double counting)) for VAT purposes pursuant to that Finance Document;


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13.2.2 the sum which is the consideration (in whole or in part) for that supply is (or, if the

consideration for that supply were in cash, would be) deemed to be exclusive of

VAT in accordance with Clause 13.1 (Sums payable exclusive of VAT) above; and

13.2.3 the Supplier is required to account to any relevant Tax Authority for any VAT

chargeable on that supply,

the Recipient shall, subject to the receipt of a valid VAT invoice in respect of that supply,

pay to the Supplier an additional amount equal to that VAT, such additional amount to be

paid at the same time as paying any other consideration for that supply, save that where

the consideration for that supply does not consist of, or wholly of, money, such sum shall

be paid no later than 4 (four) Business Days before the last day on which the Supplier can

account to the relevant Tax Authority for the VAT due in respect of that supply without

incurring interest or penalties.

13.3 Costs and expenses

13.3.1 References (including, for the avoidance of doubt, references within definitions) in

any Finance Document to any fee, cost, loss, disbursement, commission,

damages, expense, charge or other liability incurred by any person that is a party

to that Finance Document, other than the Issuer, the Issuer Trustee or the Obligor

Security Trustee, and in respect of which such person is to be reimbursed or

indemnified by any other person under the terms of, or the amount of which is to be

taken into account in any calculation or computation set out in, any Finance

Document shall include such part of such fee, cost, loss, disbursement,

commission, damages, expense, charge or other liability as represents any VAT

payable by such first person in relation to such fee, cost, loss, disbursement,

commission, damages, expense, charge or other liability, but (in each such case)

only to the extent that such first person is not entitled to a refund (by way of credit

or repayment) in respect of such VAT from any relevant Tax Authority, and except

as expressly stated otherwise.

13.3.2 References (including, for the avoidance of doubt, references within definitions) in

any Finance Document to any fee, cost, loss, disbursement, commission,

damages, expense, charge or other liability incurred by the Issuer, the Issuer

Trustee or the Obligor Security Trustee, and in respect of which the Issuer, the

Issuer Trustee or the Obligor Security Trustee is to be reimbursed or indemnified

by any other person under the terms of, or the amount of which is to be taken into

account in any calculation or computation set out in, any Finance Document shall

include such part of such fee, cost, loss, disbursement, commission, damages,

expense, charge or other liability as represents any VAT payable by the Issuer, the

Issuer Trustee or the Obligor Security Trustee in relation to such fee, cost, loss,

disbursement, commission, damages, expense, charge or other liability, but to the

extent that the Issuer, the Issuer Trustee or the Obligor Security Trustee (as

appropriate) obtains a refund (by way of credit or repayment) in respect of such

VAT from any relevant Tax Authority, they shall repay to the payer such amount as

they, acting in good faith, determine will leave them in no better and no worse

position.


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13.4 VAT groups

References in any Finance Document to any person shall, when construing any provision

in relation to VAT, be deemed at any time when such person (the “Relevant Person”) is a

member of a group or fiscal unity for VAT purposes (including, in relation to the United

Kingdom, a VAT Group) to include (where appropriate and unless the context otherwise

requires) a reference to:

13.4.1 any other member of such group or fiscal unity at such time which is or will be

under an obligation to account for, or pay, to any relevant Tax Authority any VAT

chargeable on or in respect of any supplies constituted by or otherwise arising from

the activities of the Relevant Person; or

13.4.2 in relation to any amounts representing VAT incurred by the Relevant Person (as

part of any fee, cost, loss, disbursement, commission, damages, expense, charge

or other liability incurred by such person), any other member of such group or fiscal

unity at such time which is or will be entitled to credit in respect of or repayment of

such VAT from any relevant Tax Authority,

including, in relation to the United Kingdom, the representative member of such VAT Group

(the term “representative member” to have the same meaning as for the purposes of

VATA).

13.5 VAT – Avoidance of double counting

Notwithstanding the foregoing provisions of this Clause 13 (VAT and double counting), no

party to a Finance Document shall be entitled to any amount in respect of VAT under this

Clause 13 (VAT and double counting) to the extent that party has received such amount

under any other provision contained in a Finance Document.

13.6 Avoidance of double counting

Each Finance Party agrees that neither it nor any of its Affiliates shall be entitled to recover

amounts from any of the Obligors pursuant to an indemnity, compensation or

reimbursement provision contained in any of the Finance Documents to the extent that the

Finance Party (or one of its Affiliates) has recovered an amount in respect of the same

matter giving rise to the claim against the Obligors under the provisions of another Finance

Document.

13.7 Initial Authorised Loan Facility Agreement

For the avoidance of doubt, the provisions of Clauses 13.1 (Sums payable exclusive of

VAT) to 13.4 (VAT groups) above shall not apply in respect of the Initial Authorised Loan

Facility Agreement.

14 Amendments and Waivers

14.1 Change of currency

If a change in any currency of a country occurs (including where there is more than one

currency or currency unit recognised at the same time as the lawful currency of a country),

the Finance Documents will be amended to the extent the relevant parties, or in the case

of the Common Documents, the Obligor Security Trustee, acting in accordance with the

STID, with the consent of FinCo (not to be unreasonably withheld or delayed), determines

is necessary to reflect the change.


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14.2 Waivers and remedies cumulative

14.2.1 The rights of each Finance Party under the Finance Documents:

(i) are subject to the provisions of the STID;

(ii) may be exercised as often as necessary;

(iii) are cumulative and not exclusive of its rights under the general law;

(iv) may be waived only in writing and specifically; and

(v) are separate and independent rights and a Finance Party may, except as

expressly provided to the contrary in any Finance Document, and subject in

particular always to the Common Provisions and to the terms of the STID,

separately enforce its rights under the Finance Documents.

14.2.2 Delay in exercising or non-exercise of any right (other than failure to vote within the

period permitted) is not a waiver of that right.

15 Severability

If a term of this Agreement is or becomes illegal, invalid or unenforceable in any

jurisdiction, that shall not affect:

15.1.1 the legality, validity or enforceability in that jurisdiction of any other term of this

Agreement; or

15.1.2 the legality, validity or enforceability in other jurisdictions of that or any other term of

this Agreement.

16 Counterparts and Certificates

16.1 This Agreement may be executed manually or by facsimile in any number of counterparts.

This has the same effect as if the signatures on the counterparts were on a single copy of

this Agreement.

16.2 Any certificate required under this Agreement or under the Tax Deed of Covenant to be

executed by an officer or director of a Party shall be executed in the capacity as such

officer or director (as applicable) and not in the signatory's personal capacity.

17 Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it

are governed by, and shall be construed in accordance with, English law (provided that

any terms of this Agreement that are particular to Scots law shall be governed by and

construed in accordance with the law of Scotland).

18 Enforcement

18.1 Jurisdiction

18.1.1

(i) Any dispute, claim, difference or controversy arising out of, relating to or

having any connection with this Agreement (including any dispute as to its

existence, validity, interpretation, performance, breach or termination or the


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consequences of its nullity and any dispute relating to any non-contractual

obligations arising out of or in connection with it) (a “Dispute”) shall be

subject to the exclusive jurisdiction of the courts of England and Wales to

settle any such Dispute, and each of the parties hereto submits to the

exclusive jurisdiction of such courts;

(ii) each of the Parties agrees that the courts of England and Wales are the

most appropriate and convenient courts to settle any Dispute and,

accordingly, that it will not argue to the contrary; and

(iii) this Clause 18.1 (Jurisdiction) is for the benefit of the Obligor Security

Trustee only. As a result, and notwithstanding Clauses 18.1.1(i) and

18.1.1(ii) (Jurisdiction) above, the Obligor Security Trustee may take

proceedings relating to a Dispute (“Proceedings”) in the courts of (a) any

jurisdiction in which an Obligor is incorporated, or (b) any jurisdiction of the

governing law of a Finance Document (concurrently with any other

proceedings in the courts of England and Wales to the extent allowed by

law) in each case, if such courts have jurisdiction in respect of that Dispute.

18.1.2 Each of the Parties to this Agreement agrees that a judgment or order of an

English or other court, in connection with a Dispute, shall be binding on it and may

be enforced against it in the courts of any competent jurisdiction. For the purposes

of the foregoing, in respect of any proceedings arising out of or connected with the

enforcement and/or execution of any award or judgment made against each of the

parties, each of the parties hereby expressly submits to the jurisdiction of any court

in which any such proceedings are brought.

18.2 Third Party Rights

A person who is not a party to this agreement has no rights under the Contracts (Rights of

Third Parties) Act 1999 to enforce any term of this Agreement.

This Agreement has been entered into on the date stated at the beginning of this Agreement.


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Schedule 1

General Representations and Warranties

1 Status

(a)

(i) In the case of each Obligor other than the Partnership, the Derby Borrower,

the Chapelfield Borrower and the Jersey Obligors, it is a limited liability

company, duly incorporated and validly existing under the laws of England

and Wales.;

(ii) In the case of each of the Partnership, the Derby Borrower and the

Chapelfield Borrower it is a duly registered and validly existing limited

partnership under the Limited Partnerships Act 1907 and having its

principal place of business in England.;

(iii) In the case of each Jersey Obligor other than Derby Limited Partner 2 and

Derby Limited Partner 3, it is a limited liability company, duly incorporated

and validly existing under the laws of Jersey; and

(iv) In the case of each of Derby Limited Partner 2 and Derby Limited Partner

3, it is a duly established and constituted and validly existing unit trust

scheme under article 7(3) of the Trusts (Jersey) Law 1984;

(b) It has the power and authority to carry on its business as it is being conducted.

(c) It is capable of being sued in its own name.

(d) Neither it nor its assets enjoys any right of set-off or immunity from suit in respect

of its obligations under the Finance Documents.

2 Powers and authority

(a) It has the power to enter into, perform and deliver, and has taken all necessary

action to authorise the entry into, performance and delivery of, the Finance

Documents to which it is a party and the transactions contemplated by such

Finance Documents to the extent applicable to it, including in the case of FinCo, to

enter into the Authorised Finance Facilities.

(b) No limit on its powers will be exceeded as a result of the borrowing, grant of

security or giving of guarantees or indemnities contemplated by the Finance

Documents.

3 Legal validity and admissibility in evidence

Subject to the Reservations, each Finance Document to which it is a party constitutes

legal, valid, binding and enforceable obligations on it and is admissible in evidence in its

jurisdiction of incorporation.

4 Non-conflict

The entry into and performance by it of, and the transactions contemplated by, the relevant

Finance Documents do not and will not conflict with:


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22

(a) any law or regulation applicable to it and which is material in the context of the

transactions contemplated in the Finance Documents;

(b) its constitutional documents;

(c) any document or agreement which is binding upon it or its assets, to the extent that

such conflict could reasonably be expected to have a Material Adverse Effect; or

(d) any licence that is required for the carrying on of its business, to the extent that

such conflict could reasonably be expected to have a Material Adverse Effect.

5 No Default

(a) No Obligor Event of Default is continuing, or will result from the execution of, or the

performance of any transaction contemplated by, any Finance Document;

(b) No Obligor Potential Event of Default is continuing, or will result from the execution

of, or the performance of any transaction contemplated by, any Finance Document;

and

(c) no other event or circumstance is outstanding which constitutes (or, with the expiry

of a grace period, the giving of notice, the making of any determination, the giving

of any certificate or any combination of any of the foregoing, would constitute) a

default or termination event (however described) under any other agreement or

instrument which is binding on it or any of its Subsidiaries or to which its (or any of

its Subsidiaries’) assets are subject, which could reasonably be expected to have a

Material Adverse Effect.

6 Authorisations

All Authorisations:

(a) required to be obtained or completed by it to enable the consummation and

performance of the transactions constituted by the Finance Documents to which it

is a party have been obtained or completed;

(b) necessary for the conduct of its business (including purchasing and owning the

Properties and granting, managing, varying and enforcing Leases and licences in

respect of the Properties) have been obtained, effected or complied with, their

terms and conditions have been complied with and they are in full force and effect

and have not been and, so far as it is aware, will not be revoked or otherwise

terminated as a result of entry into the Finance Documents and the consummation

of the transactions constituted thereby; and

(c) necessary to make the Finance Documents to which each Obligor is a party

admissible in evidence in its jurisdiction of incorporation subject to any

Reservations have been obtained or completed and are in full force and effect.

7 Ownership

Other than as provided pursuant to the Obligor Security Documents, that:

(a) the entire issued share capital of each Obligor (other than SGS SPV, SGS HoldCo,

the Partnership, the Derby Borrower, the Derby Limited Partners, the Chapelfield

Borrower, Victoria Centre Co 3 and Victoria Centre Co 4, the Derby Nominees and

the Chapelfield Nominee) is duly authorised, validly issued and fully paid, non-


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23

assessable, freely transferable and ultimately beneficially owned and controlled by

SGS SPV, there are no moneys or liabilities outstanding or payable in respect of

any of such share capital and no person has or is entitled to any conditional or

unconditional option, warrant or other right to subscribe for, purchase or otherwise

acquire any issued or unissued shares, or any interest in shares, in the capital of

such Obligor;

(b) SGS SPV’s entire issued share capital is duly authorised, validly issued and fully

paid, non-assessable, freely transferable and ultimately beneficially owned and

controlled by SGS HoldCo, there are no moneys or liabilities outstanding or

payable in respect of any of such share capital and no person has or is entitled to

any conditional or unconditional option, warrant or other right to subscribe for,

purchase or otherwise acquire any issued or unissued shares, or any interest in

shares, in the capital of SGS SPV;

(c) the Partnership is registered as a limited partnership under the Limited

Partnerships Act 1907, acting through Victoria Centre Co 1 as its general partner

and Investments Co as its limited partner;

(d) the Derby Borrower is registered as a limited partnership under the Limited

Partnerships Act 1907, acting through Derby General Partner 1 as its general

partner;

(e) the Derby Limited Partner 1 is registered as a limited partnership under the Limited

Partnerships Act 1907, acting through Derby General Partner 2 as its general

partner and the entire issued partnership interest of Derby Limited Partner 1 is

validly issued, non-assessable, freely transferable. 99.5 per cent of the partnership

interest of Derby Limited Partner 1 is owned by Derby Limited Partner 2 and the

remaining 0.5 per cent of the partnership interest is owned by Derby General

Partner 2. There are no moneys or liabilities outstanding or payable in respect of

any such partnership interest and no person has or is entitled to any conditional or

unconditional option, warrant or other right to purchase or otherwise acquire any

partnership interests in Derby Limited Partner 1;

(f) the entire issued units of Derby Limited Partner 2 are duly authorised, validly

issued, fully paid, non-assessable and freely transferable. 99 per cent of the issued

units in Derby Limited Partner 2 are owned by Derby Parent 1 and the remaining

one per cent of the issued units are owned by Derby Parent 2. There are no

moneys or liabilities outstanding or payable in respect of any of such units and no

person has or is entitled to any conditional or unconditional option, warrant or other

right to subscribe for, purchase or otherwise acquire any issued or unissued units

or any interest in units, in Derby Limited Partner 2;

(g) the entire issued units of Derby Limited Partner 3 are duly authorised, validly

issued, fully paid, non-assessable and freely transferable. 99 per cent of the issued

units in Derby Limited Partner 3 are owned by Derby Limited Partner 2 and the

remaining one per cent of the issued units are owned by Derby Parent 2. There are

no moneys or liabilities outstanding or payable in respect of any of such units and

no person has or is entitled to any conditional or unconditional option, warrant or

other right to subscribe for, purchase or otherwise acquire any issued or unissued

units or any interest in units, in Derby Limited Partner 3;


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(h) the Chapelfield Borrower is registered as a limited partnership under the Limited

Partnerships Act 1907, acting through the Chapelfield General Partner as its

general partner;

(i) (d)the entire issued share capital of each of Victoria Centre Co 3 and Victoria

Centre Co 4 is duly authorised, validly issued and fully paid, non-assessable, freely

transferable and ultimately beneficially owned and controlled by Victoria Centre Co

1, there are no moneys or liabilities outstanding or payable in respect of any of

such share capital and no person has or is entitled to any conditional or

unconditional option, warrant or other right to subscribe for, purchase or otherwise

acquire any issued or unissued shares, or any interest in shares, in the capital of

each of Victoria Centre Co 3 and Victoria Centre Co 4;

(j) the entire issued share capital of each of the Derby Nominees is duly authorised,

validly issued and fully paid, non-assessable, freely transferable and ultimately

beneficially owned and controlled by the Derby General Partner 1, there are no

moneys or liabilities outstanding or payable in respect of any of such share capital

and no person has or is entitled to any conditional or unconditional option, warrant

or other right to subscribe for, purchase or otherwise acquire any issued or

unissued shares, or any interest in shares, in the capital of the Derby Nominees;

(k) the entire issued share capital of the Chapelfield Nominee is duly authorised,

validly issued and fully paid, non-assessable, freely transferable and ultimately

beneficially owned and controlled by the Chapelfield General Partner, there are no

moneys or liabilities outstanding or payable in respect of any of such share capital

and no person has or is entitled to any conditional or unconditional option, warrant

or other right to subscribe for, purchase or otherwise acquire any issued or

unissued shares, or any interest in shares, in the capital of the Chapelfield

Nominee;

(l) (e)SGS HoldCo’s entire issued share capital is duly authorised, validly issued and

fully paid, non-assessable, freely transferable and ultimately beneficially owned

and controlled by SGS TopCo, there are no moneys or liabilities outstanding or

payable in respect of any of such share capital and no person has or is entitled to

any conditional or unconditional option, warrant or other right to subscribe for,

purchase or otherwise acquire any issued or unissued shares, or any interest in

shares, in the capital of SGS HoldCo; and

(m) (f)SGS TopCo is a wholly-owned Subsidiary (directly or indirectly) of the Parent, its

entire issued share capital is duly authorised, validly issued and fully paid, non-

assessable, freely transferable and ultimately beneficially owned and controlled by

the Parent, and no person has or is entitled to any conditional or unconditional

option, warrant or other right to subscribe for, purchase or otherwise acquire any

issued or unissued shares, or any interest in shares, in the capital of SGS TopCo.

8 Business of Obligors

Each Obligor represents and warrants as follows:

(a) Each Obligor does not own assets or incur any material liabilities or obligations

(actual or contingent, present or future) other than, in each case, as permitted

under the terms of or incidental to or arising from actions permitted by the Finance

Documents;


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25

(b) Each Obligor does not carry on any business other than a Permitted Business;

(c) No Obligor has any employees.

9 Centre of Main Interests

9.1 Its Centre of Main Interests is in its jurisdiction of incorporation or, if different, in the United

Kingdom.

9.2 The meetings of the board of directors are customarily held in the jurisdiction of

incorporation or, if different, the United Kingdom.

10 No branches

It has not registered one or more “establishments” (as that term is defined in Part I of the

Overseas Companies Regulations 2009) with the Companies Registry in England and

Wales or Scotland.

11 Litigation

No litigation, arbitration or administrative proceedings before any court, arbitral body or

agency (including any arising from or relating to Environmental Law) are current or, to its

knowledge, pending or threatened, which are reasonably likely to be adversely determined

and, if adversely determined, could reasonably be expected to have a Material Adverse

Effect.

12 No Insolvency Event

No Insolvency Event has occurred or is continuing in relation to it.

13 Status of security

Subject to the Reservations, each Obligor Security Document to which it is a party confers

the Security Interests it purports to confer over all of the assets referred to in it and it is the

absolute legal and beneficial owner of (or in the case of assets located in Scotland, is the

registered or heritable proprietor and does not hold such assets on trust) the assets

(including share capital in the Obligors) over which it purports to confer a Security Interest

and those Security Interests are not subject to any prior or pari passu or any other Security

Interests (other than any Permitted Security Interest) and those Security Interests are valid

and effective.

14 Ranking of secured claims

Other than Permitted Security Interests, the claims of Secured Participants to the extent

that they are secured pursuant to the Obligor Security Documents against it will rank

(subject to the Reservations), prior to the claims of all its other unsecured and/or

unsubordinated creditors save for creditors whose claims are preferred by law.

15 Financial Indebtedness

It has no outstanding Financial Indebtedness (including by way of primary obligation,

guarantee, surety or in any other manner whether direct or indirect) other than Permitted

Financial Indebtedness.


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26

16 Taxation

(a) No claims (other than claims which are being or which are to be disputed in good

faith) were being or, as far as it is aware, could reasonably be expected to be

asserted against it with respect to Taxes where, if determined adversely to it, it

would result in a material liability to tax (and for these purposes, but no other, a

material liability to Tax shall mean an aggregate liability of the Obligors in respect of

all such actual and contingent claims being in excess of £500,000).

(b) So far as it is aware, it is not currently the subject of any non-routine investigation

or series of enquiries by any Taxation Authority, which are reasonably likely to be

adversely determined and, if adversely determined, could reasonably be expected

to have a Material Adverse Effect.

17 Financial Statements

(a) Its Financial Statements:

(i) have been prepared in accordance with Applicable Accounting Principles;

(ii) give a true and fair view of (or, in the case of any unaudited Financial

Statements, fairly present) its financial condition as at the date to which

they were drawn up and the results of its operations during the relevant

period for which they were prepared (where they relate to the Security

Group, as if the Security Group were a statutory group for consolidation

purposes).

(b) No event has occurred or circumstance has arisen since the date of the last

Financial Statements, which could reasonably be expected to have a Material

Adverse Effect, and which has not been disclosed prior to the date of this

Agreement or, if repeated thereafter, prior to the date of signing of the relevant

Authorised Finance Facility or accession of the relevant Additional Obligor.

18 Information

Save in relation to information the subject of Clauses 17 (Financial Statements), 19

(Prospectus and Preliminary Prospectus), 20 (Investor Presentation), 21 (Valuations) and

22 (Certificates of Title and Materiality Report) of this Schedule 1 (General

Representations and Warranties):

(a) All information provided by or on behalf of it in connection with the Finance

Documents (including to the Dealers and each consultant or third party expert

providing information or due diligence reports in connection with the Prospectus or

Preliminary Prospectus, Investor Presentation, any bank information memorandum

provided in connection with any primary syndicate process and any private

placement memorandum) to which it is a party is true, complete and accurate in all

material respects as at its date;

(b) The information referred to in Clause (a) above did not omit as at its date any

information which results in that information being untrue or misleading in any

material respect;

(c) Nothing has occurred since the date that information was provided which renders

that information untrue, incomplete, inaccurate or misleading in any material

respect;


A15735797 A18569624

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(d) It has not withheld any information which if disclosed may reasonably be expected

materially and adversely to affect the decision of any Finance Party considering

whether or not to provide finance to the Issuer or FinCo or enter into any Finance

Document; and

(e) In the case of non-factual information, assumptions, forecasts or projections most

recently provided by any member of the Security Group to the Obligor Security

Trustee or otherwise used by any member of the Security Group as the basis for

any calculations in the Finance Documents, these are provided by such member of

the Security Group in good faith on reasonable grounds after careful consideration

and enquiry by it in the context of which they were made and were consistent with

Applicable Accounting Principles and Good Industry Practice.

19 Prospectus and Preliminary Prospectus

(a) The Prospectus and the Preliminary Prospectus (as at the date of the Preliminary

Prospectus) contained all information with respect to the Issuer, the Obligors and

the Properties (the “Relevant Persons and Assets”) that is material in the context

of the issue and offering of the Notes (including all information required by

applicable laws and the information that, according to the particular nature of the

Issuer and the Notes, is necessary to enable investors to make an informed

assessment of the assets and liabilities, financial position, profits and losses, and

prospects of the Issuer, the Obligors and the rights attaching to the Notes) and

such information is in accordance with the facts.

(b) The information contained in the Prospectus and the Preliminary Prospectus (as at

the date of the Preliminary Prospectus) relating to the Relevant Persons and

Assets is true, accurate and complete in all material respects and not misleading in

any material respect and does not omit anything likely to affect the import of such

information.

(c) The opinions, intentions, projections and forecast (if any) expressed in the

Prospectus and the Preliminary Prospectus (as at the date of the Preliminary

Prospectus) with regard to the Relevant Persons and Assets are honestly held,

have been reached after considering all relevant circumstances and are based on

reasonable assumptions.

(d) There are no other facts in relation to the Relevant Persons and Assets the

omission of which would, in the context of the issue and offering of the Notes,

make any information in the Prospectus and the Preliminary Prospectus (as at the

date of the Preliminary Prospectus) misleading in any material respect.

(e) All reasonable enquiries have been made by the Obligors to ascertain such facts

and to verify the accuracy of all such information and statements.

(f) The Prospectus has been or will be published as required by the Prospectus

Directive.

20 Investor Presentation

The statements, projections and forecast (if any) contained in each Investor Presentation

as of its date are in every material particular true and accurate and not misleading in any

material respect, the opinions and intentions expressed in each Investor Presentation on

the part of the Issuer and the Obligors are honestly held, have been reached after


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considering all relevant circumstances and are based on reasonable assumptions, there

are no other facts the omission of which would, in the context of the entry and performance

by the Obligors of the Finance Documents to which they are a party, makes any statement

in each Investor Presentation misleading in any material respect, and all reasonable

enquiries have been made by the Issuer and the Obligors to ascertain such facts and to

verify the accuracy of all such information and statements.

21 Valuations

(a) All information supplied by it or on its behalf to the Valuer for the purposes of the

each Valuation was true, complete and accurate in all material respects as at its

date.

(b) The information referred to in Clause (a) above did not omit any information which,

if disclosed, might adversely affect the relevant Valuation in any material respect.

(c) Any financial projections provided by it or on its behalf in relation to the Valuation

have been prepared on the basis of recent historical information and on the basis

of assumptions believed by it to be reasonable at the time of such preparation in

accordance with Good Industry Practice.

(d) Each Obligor Valuation has been instructed by the Obligors to be undertaken in

accordance with the then-current edition of the RICS Appraisal and Valuation

Standards and FinCo’s instructions in respect of each Obligor Valuation has not

contained any special assumptions which would be unusual in the context of such

a valuation of properties of the same type and nature as the Properties.

22 Certificates of Title and Materiality Report

(a) All information provided by or on behalf of it in respect of the relevant Certificates

of Title and any Materiality Report in respect of each Property was true and

accurate in all material respects as at the date it was provided or as at the date (if

any) at which it is stated.

(b) The information referred to in Clause (a) above does not omit any information

which results in that information being untrue or misleading in any material respect.

(c) Nothing has occurred since the date the information referred to in Clause (a) above

was provided that results in that information being untrue or misleading in any

material respect.

(d) Save as disclosed in the Prospectus, such Obligor is not aware of the occurrence

of any event or circumstance which has occurred since the date of the Certificate

of Title and Materiality Report, and which would either:

(i) render such Obligor unable to make the statements set out in Clauses 23

(Good Title to Assets), 24 (The Properties) and 27 (Planning laws and

permissions) of this Schedule 1 (General Representations and Warranties);

or

(ii) in such Obligor’s reasonable opinion, could be reasonably expected to

have a material adverse effect on the Total Collateral Value of the Portfolio.


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23 Good Title to Assets

Save as revealed in the relevant Certificates of Title and any Materiality Report and/or for

equipment, plant and machinery used for the maintenance and management of a Property

and which is for the time being held under the terms of leasing, hire purchase, hiring or

such other similar arrangement:

(a) it is (subject to (b) below and any necessary registrations in the books of the entity

whose shares are being charged) the absolute legal and beneficial owner of (or in

the case of assets located in Scotland, is the registered or heritable proprietor and

does not hold such assets on trust) all of its assets subject to the Security Interests

created by the Obligor Security Document and is entitled to use all of its assets

necessary to carry on its business as presently conducted, in both cases if and to

the extent the absence of which could reasonably be expected to be material; and

(b) without limitation to the generality of the foregoing, it is (or where owned together

with any other Obligor, they are), the absolute legal and beneficial owner of (or in

the case of Scottish Property is the registered or heritable proprietor and does not

hold the Property on trust), and has a good and legally marketable title in its own

(or where owned together with any other Obligor, their) name to, the freehold

estate, leasehold interest or heritable title (as the case may be) in the Property of

which it is (or where owned together with any other Obligor, they are) stated to be

the owner in the relevant Certificate of Title, and the landlord's interest in all of the

Leases, (subject to other adverse interests the existence of which could not

reasonably be expected to be material),

and provided that in the case of the Partnership, joint legal title is held by Victoria Centre

Co 3 and Victoria Centre Co 4, and joint beneficial title is held by Victoria Centre Co 1 and

Investments Co, in the case of the Derby Borrower, joint legal title is held by the Derby

Nominees, and sole beneficial title is held by the Derby Borrower, and in the case of the

Chapelfield Borrower, joint legal title is held by the Chapelfield Nominee and Chapelfield

General Partner, and sole beneficial title is held by the Chapelfield Borrower.

24 The Properties

Save as disclosed in any of the Certificates of Title or any Materiality Report:

(a) there subsists no breach of any law or regulation which affects or might be

reasonably likely to affect the value of the relevant Property in a materially adverse

manner;

(b) there are no covenants, agreements, stipulations, reservations, conditions,

interests, rights or other matters whatsoever which are not permitted or

contemplated by the Finance Documents, which materially adversely affect the

relevant Property;

(c) Save in respect of any Leases granted pursuant to the provisions of Clause 3(a)

(Leasing) of Part 4 (Property Covenants) of Schedule 2 (Covenants), nothing has

arisen or has been created or is subsisting which would be an overriding interest

over the relevant Property, which would materially adversely affect the relevant

Property;


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30

(d) no right or interest in land necessary for the enjoyment and use of the relevant

Property as contemplated by the Finance Documents is enjoyed on terms entitling

any person to terminate or curtail its use;

(e) it has not received any notice of any claim which may be material and adverse by

any person in respect of the ownership of the relevant Property or any interest in it,

nor has any acknowledgement of such a claim been given by it to any person in

respect of the relevant Property; and

(f) there are no compulsory purchase orders existing or threatened in respect of the

relevant Property which have not been otherwise disclosed by the Obligors in

accordance with the Finance Documents.

25 Environmental compliance

Each Obligor has obtained all applicable Environmental Licences and has observed in all

respects the requirements of such Environmental Licences and all Environmental Law

necessary for the conduct of its business, which if not obtained or observed could

reasonably be expected to have a Material Adverse Effect.

26 Environmental Claims

(a) No Environmental Claim has been commenced or has been threatened in writing

against it which could reasonably be expected to be adversely determined against

the relevant Obligor and, if adversely determined against the relevant Obligor,

could reasonably be expected to have a Material Adverse Effect, other than as

previously disclosed to the Secured Participants.

(b) Any processes which are carried out on the Property owned by it are regulated by

the appropriate Environmental Law and have been licensed by the appropriate

authorities.

(c) There are no facts or circumstances which will or are reasonably likely to result in

an Environmental Claim being commenced or threatened against it, which

Environmental Claim could reasonably be expected to be adversely determined

against the relevant Obligor and, if adversely determined against the relevant

Obligor, could reasonably be expected to have a Material Adverse Effect.

27 Planning laws and permissions

Save as disclosed in any of the Certificates of Title or any Materiality Report, it has:

(a) complied with all planning laws, civil defence, fire and police regulations and any

building regulation to which it may be subject;

(b) obtained all permanent planning permissions and all existing use rights required in

connection with each Property, and complied with the terms thereof;

(c) obtained all building regulation approvals required in connection with each Property

and complied with the terms thereof; and

(d) complied with the terms of any agreement entered into with, or undertakings given

to, any relevant planning authority, other public body or authority charged with

administering planning law or any building regulation, any relevant environmental

authority or any relevant health and safety authority,


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in each case which if not obtained, observed or complied with could reasonably be

expected to have a Material Adverse Effect.

28 Insurances

(a) In respect of all Insurances:

(i) such Insurances are in full force and effect and all premiums have been

paid, and

(ii) to the best of its knowledge and belief, there are no outstanding claims

under such Insurances which are reasonably likely to be adversely

determined and, if adversely determined, could reasonably be expected to

have a Material Adverse Effect.

(b) There has been no breach of any term of any Insurances that, so far as it is aware,

would entitle the relevant insurer to materially avoid such Insurances.

(c) The Insurances maintained by each of the Obligors are consistent with Good

Industry Practice.

29 Accounting Reference Date

The accounting reference date of each Obligor is the Accounting Reference Date.

30 No filings

Except as disclosed in the Opinions in relation to the jurisdiction to which the relevant

Opinion relates and/or to the extent that a relevant Finance Document has been filed,

registered or recorded as required, it is not necessary to file, register or record any Finance

Document in any public place or elsewhere in any relevant jurisdiction or that any stamp

duty, stamp duty reserve tax, stamp duty land tax, registration or similar tax be paid in the

United Kingdom on or in respect thereof.

31 Security Group Structure Chart

(a) As at the Initial Issue Date, the Security Group Structure Chart delivered by the Obligors

pursuant to the conditions precedent specified in the CP Agreement is true, complete and

accurate in all material respects and is not misleading in any material respect.

(b) As at the Second Issue Date, the updated group structure chart delivered by the Obligors

pursuant to the conditions precedent specified in the Subscription Agreement is true,

complete and accurate in all material respects and is not misleading in any material

respect.

32 Pension Arrangements

It shall not operate or agree to assume obligations generally in respect of any occupational

pension scheme.

33 Financial Assistance

The entry into and performance by it of, and the transactions contemplated by, the relevant

Finance Documents do not and will not result in a breach of the prohibition on financial

assistance set out in sections 678 and 679 of the Companies Act 2006.


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34 Arm’s length terms

No Obligor has entered into any arrangement or contract other than:

(a) where such arrangement or contract is entered into on an arm's length basis; or

(b) where such arrangement or contract is between members of the Security Group or

with Non-Restricted Group Entities (other than any unsubordinated, material

contract with a Non-Restricted Group Entity to document any service which would

reasonably be expected to be documented in a contract, which has been entered

into on an arm’s length basis or on reasonable market terms); or

(c) the Finance Documents and any contracts incidental to the Finance Documents.

35 Choice of Law

(a) Subject to the Reservations, the choice of law and jurisdiction specified in each

Finance Document as the governing law and jurisdiction of that Finance Document

will be recognised and enforced in its jurisdiction of incorporation.

(b) Any judgement obtained in relation to a Finance Document in the jurisdiction of the

governing law of that Finance Document will be recognised and enforced in its

jurisdiction of incorporation and in the jurisdiction of the governing law of that

Finance Document.

36 Intellectual Property

Pursuant to the IP Licence, it has the licence and right to use of any Intellectual Property

reasonably required by it in order to conduct its Permitted Business, and it is in compliance

with the terms of such licence, in each case where failure to do so would be reasonably

likely to have a Material Adverse Effect.

37 Material Headlease

No Material Headlease is by its terms subject to forfeiture or irritancy on any Insolvency

Event of an Obligor.

38 The Unit Trusts

(a) Neither Derby Trustee No.1 Limited nor Derby Trustee No.2 Limited is carrying on

unauthorised financial service business, as defined in the Financial Services

(Jersey) Law 1998.

(b) Derby Trustee No.1 Limited and Derby Trustee No.2 Limited have each been duly

and validly appointed as trustees of each Intu Derby Jersey Unit Trust and

Midlands Shopping Centre Jersey Unit Trust (No.1), are the only trustees of the

such unit trusts and have not been removed as trustees of such trusts.

(c) Neither Derby Trustee No.1 Limited nor Derby Trustee No.2 Limited are required to

hold permits under the Collective Investment Funds (Jersey) Law 1988.

(d) The Intu Derby Jersey Unit Trust and Midlands Shopping Centre Jersey Unit Trust

(No.1) have obtained from the Jersey Comptroller of Taxes all tax clearances and

confirmations necessary or desirable under or relating to Paragraph M1 (Jersey

trustees of a trust for the benefit of non-Jersey residents) of ‘Concession and

Practice’ published by the said Comptroller.


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(e) Intu Derby Jersey Unit Trust and Midlands Shopping Centre Jersey Unit Trust

(No.1) each qualify as a professional investor regulated scheme for the purposes

of the Financial Services (Investment Business (Restricted Investment Business –

Exemption)) (Jersey) Order 2001 and the Financial Services (Trust Company

Business (Exception No. 5)) (Jersey) Order 2001.

(f) All consents required under the Control of Borrowing (Jersey) Order 1958 to issue

any units in each of Intu Derby Jersey Unit Trust and Midlands Shopping Centre

Jersey Unit Trust (No.1), and required by Derby Trustee No.1 Limited and Derby

Trustee No.2 Limited in their own corporate capacity, have been obtained and all

such consents (including all conditions attached thereto) have at all times been

complied with in all respects.

(g) The trust instruments for each of Intu Derby Jersey Unit Trust and Midlands

Shopping Centre Jersey Unit Trust (No.1) do not and would not restrict or inhibit

any transfer of Units on creation or enforcement of any Security Interest over such

Units.

(h) The trust instrument for Intu Derby Jersey Unit Trust and the trust instrument for

Midlands Shopping Centre Jersey Unit Trust (No.1) are each in full force and effect

and there has been no material breach of trust.

(i) Intu Derby Jersey Unit Trust and Midlands Shopping Centre Jersey Unit Trust

(No.1) each is and has at all times been treated as a transparent Baker Trust in

respect of income for United Kingdom Tax purposes as described in the case

Archer-Shee v Baker (H M Inspector of Taxes) (11 TC 749).

39 The Trustees

(a) Each of Derby Trustee No.1 Limited and Derby Trustee No.2 Limited:

(i) is a private limited company duly incorporated and validly existing in all

respects under the laws of Jersey;

(ii) has the power and authority to own the assets and to carry on the business

of the applicable Unit Trust as it is being conducted;

(iii) is exempt from registration under the Financial Services (Jersey) Law 1998

in respect of trust company business in accordance with the Financial

Services (Trust Company Business (Exemptions)) (Jersey) Order 2000 as

amended;

(iv) is complying with the applicable trust instrument;

(v) is not in default of its duties or obligations (including its fiduciary duties and

obligations) to the applicable unitholders under the applicable trust

instrument and it is not guilty of any negligence, fraud or wilful misconduct

for such duties and obligations under the applicable trust instrument;

(vi) has the power and authority as trustee, as the case may be, of the

applicable unit trust to enter into and perform its obligations under the

Finance Documents to which it is a party and the transactions

contemplated by those Finance Documents;

(vii) represents, in respect of the applicable unit trust, that:


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34

A. it is duly established and validly existing in all respects under the

laws of Jersey;

B. it is not a collective investment fund, as defined in the Collective

Investment Funds (Jersey) Law 1988 (without prejudice to its status

under English law);

C. it is a unit trust scheme within the meaning of section 237(1) of the

FSMA 2000;

(viii) represents that each of the units in Intu Derby Jersey Unit Trust and

Midlands Shopping Centre Jersey Unit Trust (No.1) has been offered only

to a restricted circle of persons as defined in Article 3(3) of the Collective

Investment Funds (Jersey) Law 1988.

(ix) represents that no resolution has been passed or direction has been given

by the applicable Unitholders or the applicable Trustees for the winding-up

or termination of the applicable Unit Trust or distribution of any part of the

trust fund of Intu Derby Jersey Unit Trust or of Midlands Shopping Centre

Jersey Unit Trust (No.1);

(x) represents that the Finance Parties' rights under the Finance Documents

rank in priority to the interests of the unitholders of Intu Derby Jersey Unit

Trust or of Midlands Shopping Centre Jersey Unit Trust (No.1); and

(xi) represents that no resolution has been passed or direction or notice been

given removing a them as a trustee of Intu Derby Jersey Unit Trust or of

Midlands Shopping Centre Jersey Unit Trust (No.1).

40 Title

Derby Trustee No.1 Limited and Derby Trustee No.2 Limited have the power and authority

to own the applicable trust fund of each of Intu Derby Jersey Unit Trust or of Midlands

Shopping Centre Jersey Unit Trust (No.1) and to carry on the business of the applicable

unit trust as it is being conducted and in compliance with the Finance Documents.


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35

Schedule 2

Covenants

In respect of the covenants set out in this Schedule 2 (Covenants), where no Covenant Regime is

specified as being applicable, the relevant Obligors are required to comply with the relevant

covenant while the T1 Covenant Regime, T2 Covenant Regime or T3 Covenant Regime is in

effect. Where a covenant is specified as applying where the T2 Covenant Regime is applicable,

the relevant Obligors are required to comply with the relevant covenant while the T2 Covenant

Regime and the T3 Covenant Regime is in effect. Where a covenant is specified as applying

where the T3 Covenant Regime is applicable, the relevant Obligors are required to comply with the

relevant covenant only while the T3 Covenant Regime is in effect.

Part 1

Information Covenants

1 Financial Statements

FinCo undertakes, on behalf of the Security Group, to supply to the Obligor Security

Trustee, the Issuer Trustee and the Rating Agency:

(a) the annual audited (or, in the case of Victoria Centre Co 3 and , Victoria Centre Co

4 and any other Obligor which is a dormant company, unaudited, unless and until

such companies cease to be dormant companies and are required by applicable

law to produce audited financial statements) Financial Statements of each Obligor,

within 180 days after the end of the preceding financial year (or after the end of the

first financial year) (each such set of Financial Statements to include profit and loss

account, balance sheet and cashflow statement, the associated notes thereto, and

(where audited) the associated audit report);

(b) the annual audited Financial Statements of the Issuer, within 180 days after the

end of the preceding financial year (or after the end of the first financial year) (each

such set of Financial Statements to include profit and loss account, balance sheet

and cashflow statement, the associated notes thereto, and the associated audit

report);

(c) the annual audited Financial Statements of the Security Group, as if they

constituted a statutory group for consolidation purposes, within 180 days after the

end of the preceding financial year (or after the end of the first financial year) (such

Financial Statements to include profit and loss account, balance sheet and

cashflow statement, the associated notes thereto, and the associated audit report);

(d) the unaudited semi-annual Financial Statements of the Security Group, as if they

constituted a statutory group for consolidation purposes, within 90 days after the

end of such financial half-year (or after the end of the first financial half-year) (such

Financial Statements to include profit and loss account, balance sheet and

cashflow statement for such financial half-year, and the associated notes thereto);

(e) the semi-annual, unaudited Financial Statements of each Obligor within 90 days

after the end of the financial half-year (such semi-annual Financial Statements to

include profit and loss account, balance sheet and cashflow statement for such

financial half-year, and the associated notes thereto); and

(f) the semi-annual, unaudited Financial Statements of the Issuer within 90 days after

the end of the financial half-year (such semi-annual Financial Statements to


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include profit and loss account, balance sheet and cashflow statement for such

financial half-year and the associated notes thereto).

2 Form of Financial Statements

(a) Each Obligor undertakes to ensure that each set of Financial Statements supplied

by it under Clauses (a) and (b) of Clause 1 (Financial Statements) of Part 1

(Information Covenants) of this Schedule 2 (Covenants):

(i) is prepared in accordance with Applicable Accounting Principles (and

includes a cash flow statement, a profit and loss account and a balance

sheet); and

(ii) gives a true and fair view of or, in the case of any unaudited Financial

Statements, fairly presents the financial condition of the relevant company

or companies (consolidated or otherwise) as at the date to which those

Financial Statements were drawn up and of the results of its operations

during such period (where they related to the Security Group, as if the

Security Group were a consolidated group for statutory purposes).

(b) Each Obligor undertakes to notify the Obligor Security Trustee of any material

change to the basis on which such Financial Statements are prepared.

3 Compliance Certificate

(a) FinCo undertakes, on behalf of each Obligor, to supply to the Obligor Security

Trustee, the Issuer Trustee, the Issuer and the Rating Agency, within 90 days of

the Financial Year End and within 60 days of the Financial Half Year End, a

Compliance Certificate signed by two directors (one of which must be the finance

director or chief financial officer) of FinCo, which shall confirm as at the relevant

Financial Year End or Financial Half Year End (as applicable) all the matters listed

therein.

(b) In addition, while the T3 Covenant Regime is applicable, within 45 days of each

Quarter Calculation Date, FinCo (on behalf of each Obligor) will deliver to the

Obligor Security Trustee, the Issuer Trustee, the Issuer and the Rating Agency a

Compliance Certificate containing the information set out in the form thereof

attached to this Agreement at Schedule 10, Part 1 (Form of Compliance

Certificate).

The obligation of FinCo to provide Compliance Certificates on each Quarter

Calculation Date pursuant to Clause (b) above will cease if the LTV and Historical

ICR are restored to a level at least equal to the T2 Covenant Regime, on at least

two consecutive Quarter Calculation Dates.

(c) In connection with the delivery of a Compliance Certificate, the Obligor Security

Trustee will be entitled but not obliged to unless on receipt of the written

instructions of Qualifying Secured Participants holding at least 25 per cent. of

Qualifying Debt in accordance with Clause 22 (Qualifying Secured Participant

Instructions) of the STID (save that the reference therein to 10 per cent. shall be

construed as 25 per cent.), during the period of 30 Business Days commencing on

the date of delivery of the Compliance Certificate (the “Compliance Certificate

Challenge Period”), to challenge any calculation or statement contained in that

Compliance Certificate or to demand further supporting evidence (a “Compliance


A15735797 A18569624

37

Certificate Challenge”) if there is reasonable reason to believe that any

calculation or statement thereof may be incorrect or misleading in any material

respect, in accordance with the following provisions:

(i) In respect of a Compliance Certificate Challenge, the Obligor Security

Trustee must send a written notice (a “Compliance Certificate Challenge

Notice”) within the Compliance Certificate Challenge Period to FinCo

stating the reason for the Compliance Certificate Challenge and requesting

such substantiating evidence as is deemed necessary to investigate and/or

confirm the disputed calculations and/or statements contained in any

Compliance Certificate or any accompanying statement;

(ii) Following the delivery of a Compliance Certificate Challenge Notice, FinCo

shall promptly provide or procure the provision of such information as the

Obligor Security Trustee has requested;

(d) Following receipt of such information, the Obligor Security Trustee, acting upon the

instructions of the Qualifying Secured Participants in accordance with the STID,

shall as soon as reasonably practicable (and in any event within 14 days of receipt

thereof) confirm either:

(i) that it has no further questions or concerns in connection with the

Compliance Certificate Challenge; or

(ii) that the information provided is insufficient to determine whether the

disputed calculations and/or statements contained in the relevant

Compliance Certificate are accurate, and that accordingly it wishes to

appoint an Independent Expert, whose identity and terms of appointment

are to be agreed between the Obligor Security Trustee and FinCo each

acting reasonably (or, failing an agreement, by the Obligor Security Trustee

alone, acting reasonably) to undertake a review of the relevant Compliance

Certificate, and the assumptions and information on which the calculations

and statements therein are made, to determine whether such disputed

statements and calculations are true and accurate in all material respects

(the “Compliance Certificate Investigation Mandate”).

(e) The Obligors shall promptly provide or procure the provision of such information as

the Independent Expert shall reasonably request in respect of the Compliance

Certificate Investigation Mandate.

(f) The Independent Expert shall agree that it shall keep all such information received

in respect of the Compliance Certificate Investigation Mandate confidential.

(g) The Independent Expert shall be required to report to the Obligor Security Trustee

within 30 days of its appointment as to its conclusions in respect of the Compliance

Certificate Investigation Mandate, and state whether, in its reasonable opinion the

disputed statements and/or calculations contained in the relevant Compliance

Certificate are true and accurate in all material respects (a “Compliance

Confirmed Certificate”), or not (a “Compliance Unconfirmed Certificate”). The

findings of the Independent Expert will be binding on all parties.

(h) In the case of an Compliance Unconfirmed Certificate, FinCo may provide a re-

stated certificate to the Obligor Security Trustee promptly following the receipt of

the decision of the Independent Expert. The foregoing provisions relating to

Compliance Certificate Challenge shall apply to such re-stated certificate.


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38

(i) The costs and expenses of the Independent Expert will, in all cases, be paid by

FinCo.

4 Investor Reports

(a) FinCo undertakes, within 90 days of the Financial Year End and within 60 days of

the Financial Half Year End, to deliver to the Obligor Security Trustee, the Issuer

Trustee, the Issuer and Rating Agency and to post on a Designated Website, a

duly completed Investor Report in the form set out in Schedule 9 (Form of Investor

Report).

(b) FinCo shall confirm in the Investor Report that it delivers in respect of the Financial

Year End only that it shall, subject to receipt by the Obligor Security Trustee of

written requests of 20 per cent. of the Outstanding Principal Amount of all

Qualifying Debt in accordance with Clause 22 (Qualifying Secured Participant

Instructions) of the STID, but so that the reference therein to 10 per cent. shall be

construed as being to 20 per cent., for such a presentation, arrange a meeting

and/or conference call at which the management of FinCo and the Obligors shall

deliver a management presentation, such meeting or conference call not to be held

more than once a year at a time and (if a meeting) in a place chosen by FinCo

acting reasonably.

5 Miscellaneous Information

So far as permitted by any applicable law, regulation, order, any binding arm’s length third

party confidentiality obligations, or the rules of any relevant listing authority or stock

exchange (including where such rules would permit such disclosure but would require a

general disclosure of such information as a consequence, in which case the relevant

Obligor shall not be required to make disclosure under this Clause 5), each Obligor

undertakes in relation to itself to supply to the Obligor Security Trustee, as soon as

reasonably practicable after becoming aware of the same details of:

(a) any litigation, arbitration, administrative proceedings, statutory notice (including any

enforcement or prohibition notice), claim, investigation or other proceeding

(including by any regulator) (in this Clause 5, “Proceedings”) which are current,

threatened in writing or pending which is reasonably likely to result in a liability to

the relevant Obligor and which if adversely determined, could reasonably be

expected to have a Material Adverse Effect;

(b) any such Proceedings which had not previously been considered could reasonably

be expected to have a Material Adverse Effect, if at any time the circumstances of

the Proceedings change such that they could reasonably be expected to have a

Material Adverse Effect, and set out the action to be taken with respect to such

matters;

(c) such general information as is filed or required to be filed with the Registrar of

Companies in England and Wales, or to be made generally available through the

Irish Stock Exchange in respect of it or its creditors generally or any class thereof;

(d) upon becoming aware of any downgrade action taken by the Rating Agency in

respect of the Notes including placing them on negative credit watch, details of

such downgrade action;


A15735797 A18569624

39

(e) any changes to any Authorisation which could reasonably be expected to have a

Material Adverse Effect;

(f) details of any non-compliance with any judgment, law, regulation order or decree

applicable to it and which non-compliance has or is, if enforced, reasonably likely

to have a Material Adverse Effect;

(g) any information concerning any fact or circumstance which could reasonably be

expected to lead to any of the statements in paragraphs (b) to (f) of Clause 24 (The

Properties) of Schedule 1 (General Representations and Warranties) to this

Agreement no longer being true in a material respect in respect of any Obligor; and

(h) such other information as the Obligor Security Trustee may reasonably request.

If any duty of confidentiality would preclude disclosure of the relevant details of any

Proceeding outlined above to the Obligor Security Trustee, the relevant Obligor will use its

reasonable endeavours to obtain the consent of the applicable third party to whom a duty

of confidentiality is owed to such disclosure on the basis that such information shall remain

confidential and shall not be disclosed by any recipient for so long as such information

remains confidential.

6 Notification of Default

(a) Unless the Obligor Security Trustee has already been so notified by another

Obligor, each Obligor (or FinCo on its behalf) undertakes to notify the Obligor

Security Trustee of any Default relating to it (and the steps, if any, being taken to

remedy it) promptly upon becoming aware of its occurrence.

(b) Promptly and in any case within 5 Business Days, following any request by the

Obligor Security Trustee where it has grounds for believing that a Default has

occurred, any Obligor (or FinCo on its behalf) must supply to the Obligor Security

Trustee a certificate, signed by two of its directors on its behalf, certifying that no

Default is outstanding and of which it is aware, having made all reasonable

enquiries or, if a Default is outstanding, specifying the Default and the steps, if any,

being taken or proposed to be taken to remedy it.

7 Use of websites

(a) FinCo may satisfy its obligations under the Finance Documents to deliver any

information in relation to the Authorised Finance Providers who accept this method

of communication by posting the information onto a Designated Website if:

(i) the Obligor Security Trustee expressly agrees that it will accept

communication of the information by this method;

(ii) FinCo notifies the Obligor Security Trustee and each Secured Participant

Representative of the address of and any relevant password specifications

for the Designated Website; and

(iii) the information is in a format previously agreed between FinCo and the

Obligor Security Trustee in accordance with the STID.

If any Authorised Finance Provider does not agree to the delivery of information

electronically then the Obligor Security Trustee shall notify FinCo accordingly, and

FinCo shall supply the information to the Obligor Security Trustee and the relevant


A15735797 A18569624

40

Secured Participant Representative of such Authorised Finance Provider in paper

form.

(b) The relevant Secured Participant Representative shall supply each Authorised

Facility Provider with the address of and any relevant password specifications for

the Designated Website following designation of that website.

(c) FinCo shall promptly upon becoming aware of the occurrence notify the Obligor

Security Trustee and each Secured Participant Representative if:

(i) the Designated Website cannot be accessed due to technical failure for a

period of 3 Business Days;

(ii) the password specifications for the Designated Website change;

(iii) any new information which is required to be provided under the Finance

Documents is posted onto the Designated Website; or

(iv) FinCo becomes aware that the Designated Website or any information

posted onto the Designated Website is or has been infected by any

electronic virus or similar software for a period of 3 Business Days.

If FinCo notifies the Obligor Security Trustee under Clauses 7(c)(i) or 7(c)(iv) (Use

of websites) above, all information to be provided by FinCo after the date of that

notice shall be supplied in paper form to the Secured Participant Representatives

unless and until the Obligor Security Trustee is satisfied that the circumstances

giving rise to the notification are no longer continuing.

8 "Know your customer" checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration

or application of) any law or regulation made after the Initial Issue Date;

(ii) any change in the status of FinCo or any Obligor after the Initial Issue Date;

(iii) a proposed assignment or transfer by an Authorised Loan Facility Provider

of any of its rights and obligations under the Finance Documents to a party

that is not an Authorised Loan Facility Provider prior to such assignment or

transfer; or

(iv) any change in the internal “know your customer” requirements of any

Authorised Loan Facility Provider, or the periodic renewal or refreshment of

the existing “know your customer” approvals,

obliges any Authorised Loan Facility Provider or its agent (or in the case of

paragraph (iii) above, any prospective new Authorised Loan Facility Provider) to

comply with “know your customer” or similar identification procedures in

circumstances where the necessary information is not already available to it, FinCo

shall promptly upon the request of any Authorised Loan Facility Provider or its

agent supply, or procure the supply of, such documentation and other evidence as

is reasonably requested by the relevant Authorised Loan Facility Provider or its

agent or any Authorised Loan Facility Provider (for itself, or in the event described

in (iii) above, any prospective new Authorised Loan Facility Provider), in order for

the Authorised Loan Facility Provider or its agent or the prospective new


A15735797 A18569624

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Authorised Loan Facility Provider to carry out and be satisfied it has complied with

all necessary “know your customer” or other similar checks under all applicable

laws and regulations pursuant to the transactions contemplated in the Finance

Documents.

(b) Each Authorised Loan Facility Provider shall promptly upon the request of its agent

supply, or procure the supply of, such documentation and other evidence as is

reasonably required by its agent (for itself) in order for its agent to carry out and be

satisfied it has complied with all necessary “know your customer” or other similar

checks under all applicable laws and regulations pursuant to the transactions

contemplated in the Finance Documents.

9 Tenancy Schedule

FinCo undertakes to deliver to each Rating Agency, as soon as reasonably practicable

following each of the Financial Year End and the Financial Half Year End, an updated

tenancy schedule in respect of each Property.


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Part 2

Financial Covenants

1 Financial Covenants

1.1 The Obligors undertake that:

1.1.1 the LTV will not exceed 80%; and

1.1.2 the Historical ICR will not be less than 1.25:1x,

provided that any Obligor Event of Default under Clause 2 (Breach of Financial Covenants)

of Schedule 5 (Obligor Events of Default) of this Agreement caused by any breach thereof

is subject to the Cure Rights set out in Schedule 6 (Cure Rights) of this Agreement.


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Part 3

General Covenants

1 Restricted Business

(a) Each Obligor undertakes in relation to itself that it shall not carry on any business

other than a Permitted Business:

(b) Each Obligor undertakes in relation to itself that it shall procure that there is not,

save as contemplated by the Finance Documents, any substantial change made to

the nature or scope of its business from that carried out on the date of this

Agreement.

2 Authorisations

Each Obligor undertakes in relation to itself:

(a) promptly to obtain and maintain in full force and effect all governmental and

regulatory consents, licences, authorisations and approvals (including

Environmental Licences) necessary for the conduct of its business to enable it to

perform its obligations under the Finance Documents, and to ensure the legality,

validity, enforceability or admissibility in evidence of any Finance Document;

(b) to do all such things as are necessary to maintain its corporate status; and

(c) to satisfy the Perfection Requirements within any applicable time limits.

3 Compliance with laws

Without prejudice to the requirements of Clause 10 (Environmental undertakings) of Part 4

(Property Covenants) of Schedule 2 (Covenants), each Obligor undertakes in relation to

itself, in accordance with Good Industry Practice, to comply with all judgments, laws, rules,

regulations, agreements, orders or decrees to which it is subject.

4 Conduct of business

(a) Each Obligor undertakes in relation to itself to operate and maintain, or ensure the

operation and maintenance of, its business in accordance with:

(i) its constitutional documents;

(ii) the Finance Documents; and

(iii) any applicable laws or regulations which apply from time to time with which

it is obliged to comply.

(b) Each Obligor undertakes that it shall not enter into any contracts other than:

(i) the Finance Documents;

(ii) contracts connected with its Permitted Business; and

(iii) any other contracts expressly permitted under any other provision of the

Finance Documents.


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(c) Each Obligor undertakes in relation to itself to use reasonable endeavours to

operate and maintain and protect its assets in accordance with Good Industry

Practice.

5 Share capital

(a) Except as provided in Clause (b) below, each Obligor agrees in relation to itself not

to:

(i) redeem, repurchase, defease, retire or repay any of its share capital or

units, or resolve to do so;

(ii) issue any shares or units which by their terms are redeemable or

convertible or exchangeable for Financial Indebtedness; or

(iii) after the Initial Issue Date, issue or transfer any share capital or units to

any person which is not an Obligor.

(b) Clauses (a)(i) to (a)(iii) above do not apply to:

(i) any such action which is in furtherance of making any payment from the

Restricted Payment Account in accordance with the provisions of Clause

3.7 (Restricted Payment Account) of Schedule 2 (Obligor Cash

Management Services) of the Obligor Cash Management Agreement or

other payment permitted by the Finance Documents;

(ii) any transaction which is expressly permitted under the Finance

Documents, including pursuant to a Permitted Re-organisation, the sale of

an Eligible JV Interest in accordance with the Finance Documents, and

pursuant to the incurrence of Permitted Other Debt Obligations;

(iii) the issue of any shares or units to any Obligor which is an immediate

Holding Company of the issuer of such shares or units;

(iv) any transaction which has received the prior written consent of the Obligor

Security Trustee acting in accordance with the STID; or

(v) the redemption, repurchase, defeasance, retirement or repayment of its

share capital or units held by another Obligor.

6 Ranking of Secured Claims

Each Obligor undertakes in relation to itself to ensure that the claims of Secured

Participants against it under the Finance Documents to the extent that they are secured

pursuant to the Obligor Security Documents will rank (subject to the Reservations) prior to

the claims of all its unsecured and unsubordinated creditors save for those whose claims

are preferred solely by any law whether under bankruptcy, insolvency, liquidation or other

similar laws of general application or otherwise and that claims in respect of the Senior

Debt Obligations and (subject to the Priorities of Payments) any Hedging Agreement will

rank pari passu among themselves.

7 Status of Security

Each Obligor undertakes in relation to itself that it shall maintain the Security Interests

conferred over the assets referred to in the Obligor Security Documents pursuant to and in

accordance with the Obligor Security Documents, shall maintain absolute legal and


A15735797 A18569624

45

beneficial ownership of (or in the case of assets located in Scotland, shall be the registered

or heritable proprietor and does not hold such assets on trust) the assets (including share

capital in the Obligors) over which it purports to confer a Security Interest and that those

Security Interests shall continue to be valid and effective, in each case subject to the

Finance Documents

8 Negative pledge

(a) Each Obligor undertakes in relation to itself not to create or permit to exist any

Security Interest on any of its present or future business, assets, Properties or

undertakings, other than any Permitted Security Interest.

(b) Each Obligor undertakes in relation to itself not to, without the prior written consent

of the Obligor Security Trustee:

(i) sell, transfer or otherwise dispose of any of its assets on terms where such

asset is or may be leased to or re-acquired or acquired by a member of the

Security Group, other than pursuant to a Permitted Disposal or Permitted

Withdrawal, or any Permitted Security Interest; or

(ii) save to the extent permitted by this Agreement or pursuant to any

Permitted Security Interest, purchase any asset on terms providing for a

retention of title by the vendor or on conditional sale terms or on terms

having a like substantive effect to any of the foregoing except for assets

acquired in the ordinary course of its business or pursuant to a Permitted

Acquisition,

in each case, in circumstances where the transaction is entered into primarily as a

method of raising Financial Indebtedness or of financing the acquisition of an

asset.

9 Withdrawals

(a) Subject to Clause (b) below, each Obligor undertakes in relation to itself not to,

either in a single transaction or in a series of transactions and whether related or

not, carry out a Withdrawal other than a Permitted Withdrawal.

(b) Each Obligor agrees that where the T2 Covenant Regime applies, no Withdrawal

from the Security Group or the Portfolio in the manner described under Clause (a)

above will be permitted (other than as permitted under Clause 3 (Conduct of Tests

on a Net Basis) of Schedule 3 (Covenant Testing) of this Agreement), unless the

T1 Covenant Regime would be reinstated and in effect following such Withdrawal.

(c) Each Obligor agrees that where the T3 Covenant Regime applies, no Withdrawal

from the Security Group or the Portfolio in the manner described under Clause (a)

above will be permitted without the consent of the Property Manager (and provided

that the Property Manager may not consent if it would result in a higher LTV or a

lower Projected ICR following such Withdrawal than existed immediately prior to

such Withdrawal).

10 Disposals

(a) Subject to Clause (b) below, each Obligor undertakes in relation to itself not to,

either in a single transaction or in a series of transactions and whether related or


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not, dispose of all or any part of its undertaking, revenues, business or assets other

than a Permitted Disposal, and provided that, for the avoidance of doubt, this

Clause 9 (Disposals) shall not restrict the Obligors’ leasing activities permitted

under Clause 3 (Leasing) of Part 4 (Property Covenants) of this Schedule 2

(Covenants).

(b) Each Obligor undertakes to deposit the Net Disposal Proceeds of any Permitted

Disposal under paragraph (A), (B)(i) or (B)(v) (in the case of (B)(v) only where the

aggregate proceeds in any one calendar year have exceeded £4,000,000 in

respect of the Portfolio) of the definition of Permitted Disposal in the Prepayments

Account promptly upon receipt, from which account, such amounts shall be

applied:

(i) firstly, in prepayment of Senior Debt Obligations pursuant to the provisions

of Clause 6 (Proposed Additional Transactions Prepayment) or Clause 7

(Other Permitted Disposals Prepayment), as the case may be, of Schedule

4 (Prepayment Events and Principles) of this Agreement and Clause 8.5

and Clause 8.6 (Prepayment Principles) of Schedule 4 (Prepayment Events

and Principles) of this Agreement, such amounts to be transferred to the

Debt Service Account; and

(ii) secondly, in making a Restricted Payment provided that the same is made

in accordance with Clause 16 (Restricted Payments) of this Part 3 (General

Covenants) of this Schedule 2 (Covenants) (failing which such amount

shall be deposited into the Rent and General Account),

(and provided that, for the avoidance of doubt, in the case of proceeds received

under paragraph (B)(v) of the definition of Permitted Disposal only, if less than

£4,000,000 in aggregate in respect of the Portfolio, such proceeds will be

deposited into the Rent and General Account in accordance with the applicable

provisions of the Common Terms Agreement and the Obligor Cash Management

Agreement).

(c) Each Obligor undertakes to credit the proceeds of any Permitted Disposal under

paragraph (B) (other than under paragraphs (B)(i) or B(v)) of the definition of

Permitted Disposal to the Restricted Payment Account in making a Restricted

Payment, provided that the Obligors shall deposit into the Restricted Payments

Account only so much of the proceeds thereof as do not require to be paid or

reserved for the matters set out in paragraphs (a) to (e) of the definition of Net

Disposal Proceeds, with any such amounts being deposited into the

Disposal/Withdrawal Deposit Account in accordance with Clause 3.4.1(iii)

(Disposal/Withdrawal Deposit Account) of Schedule 2 (Obligor Cash Management

Services) of the Obligor Cash Management Agreement or the Tax Reserve Account

in accordance with Clause 3.16.1(i) (Tax Reserve Account) of Schedule 2 (Obligor

Cash Management Services) of the Obligor Cash Management Agreement, as the

case may be, and held therein until applied to meet the relevant liability or, once

the relevant liability has ceased, in the reasonable opinion of the Obligors acting in

accordance with prudent commercial practice, to require to be reserved against,

the same shall be released and transferred to the Restricted Payments Account.

(d) Each Obligor agrees that where the T3 Covenant Regime applies, no Permitted

Disposal will be permitted without the consent of the Property Manager (and

provided that the Property Manager may not consent if it would result in a higher


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LTV or a lower Projected ICR following such Permitted Disposal than existed

immediately prior to such Permitted Disposal).

11 Acquisitions

(a) Subject to Clause (b) below, each Obligor undertakes in relation to itself not to

make any acquisition or investment (including incorporating any company or

acquiring shares or other ownership interests or the business of any company)

other than Permitted Acquisitions.

(b) Where the T3 Covenant Regime applies, no acquisition of any Eligible Property by

the Security Group will be permitted without the consent of the Property Manager,

such consent not to be unreasonably withheld or delayed (and provided that the

Property Manager may not consent if it would result in a higher LTV or a lower

Projected ICR following such Permitted Acquisition than existed immediately prior

to such Permitted Acquisition and provided that the Property Manager may not

instruct or compel the Security Group or any Obligor to make any such acquisition).

12 Mergers

Each Obligor undertakes in relation to itself not to enter into any amalgamation, demerger,

merger, consolidation or reconstruction other than a Permitted Disposal, a Permitted

Withdrawal, a Permitted Reorganisation or a Permitted Acquisition or otherwise as

approved by the Obligor Security Trustee in accordance with the terms of the STID.

13 Financial Indebtedness

Each Obligor undertakes in relation to itself not to incur any Financial Indebtedness other

than Permitted Financial Indebtedness.

14 Advances

Each Obligor undertakes in relation to itself not to make or grant any advance, guarantee

or indemnity to any third party other than a Permitted Advance/Guarantee.

15 Hedging

(a) FinCo undertakes that any Hedging Agreement entered into by it from time to time

will be entered into:

(i) in the form, as amended by the parties thereto, of the 2002 ISDA Master

Agreement (Multicurrency - Cross Border) or any successor thereto

published by ISDA;

(ii) with counterparties whose short-term or long-term, as applicable,

unsecured and unsubordinated debt obligations are assigned the Hedge

Counterparty Required Rating by each Rating Agency, or otherwise have

the Approved Counterparty Rating, or where a guarantee is provided by an

institution which meets the same criteria; and

(iii) on terms which include an ability for FinCo to terminate if there is a Hedge

Counterparty Required Rating Downgrade and the relevant Hedge

Counterparty has failed to post collateral in accordance with the relevant

Hedging Agreement, and/or take such other steps as may be stipulated in


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the relevant Hedging Agreement pursuant to the relevant provisions

relating to counterparty credit risk in accordance with the applicable criteria

of the Rating Agency at the time of execution thereof, and are otherwise in

compliance with the prevailing criteria of the Rating Agency at the time of

execution thereof.

(b) In respect of the whole of the principal amount of the Senior Debt Obligations

outstanding from time to time, FinCo undertakes at all times to procure that at least

75% of such principal amount benefits from interest rate protection for its

scheduled interest payments (the “Underhedging Limit”), such protection to

consist of the terms of the relevant Senior Debt Obligations being fixed rate interest

paying, or by entering into Hedging Agreements for the purposes of hedging

interest rates risk (including by means of caps, collars, floors, swaps and other

derivative transactions), provided that such protection is entered into in accordance

with prudent hedging treasury management. The Obligors undertake not to enter

into derivative transactions other than for the purposes of interest rate hedging

pursuant to this Clause 15 (Hedging).

(c) FinCo undertakes to procure that, at any time, the principal amount of the Senior

Debt Obligations outstanding which accrue interest at a floating rate will not be

hedged through Hedging Agreements with an aggregate notional amount of greater

than 110% of the principal amount outstanding of such Senior Debt Obligations

(the “Overhedging Limit”).

(d) If at any time FinCo is not in compliance with the Overhedging Limit, then, subject

to Clause (f) below, FinCo shall, within a period of 90 days or such shorter period

as is consistent with prudent hedging treasury management, take steps to ensure

that it complies with the Overhedging Limit.

(e) If at any time FinCo is not in compliance with the Underhedging Limit, then, FinCo

shall within a period of 90 days or such shorter period as is consistent with prudent

hedging treasury management take steps to ensure that it complies with the

Underhedging Limit.

(f) If at any time FinCo is not in compliance with the Overhedging Limit by reason of

the Security Group having undertaken a Permitted Disposal, FinCo shall be

required promptly following the completion of such Permitted Disposal to reserve

and make provision from the Net Disposal Proceeds thereof in the

Disposal/Withdrawal Deposit Account for its reasonable estimate of any amounts

payable to any Hedge Counterparty under any Hedging Agreement in relation to

the partial or complete termination of any transaction, or transactions thereunder in

order to comply with the Overhedging Limit, with the amounts so deposited to be

available for application by FinCo to or towards the payment of any Early

Termination Amount (as defined in the applicable Hedging Agreement) under any

Hedging Agreement in respect of any such partial or complete termination of any

transaction, or transactions, thereunder.

16 Restricted Payments

(a) Subject to Clauses (c) and (d) below, each Obligor undertakes not to make a

Restricted Payment unless:

(i) it is made in accordance with the applicable provisions of the Finance

Documents, including where such payment is made from the Rent and


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49

General Account pursuant to the Obligor Pre-Enforcement Priority of

Payments; or

(ii) it is made in a manner which is not consistent with Clause (a)(i) above, but

FinCo has received a Ratings Affirmation in respect thereof,

provided that a Restricted Payment may only be made for so long as (a) FinCo is

not aware that a Default has occurred and is continuing and (b) there are not any

amounts drawn under a Liquidity Facility (other than any Standby Drawing) which

have not been repaid and the Liquidity Account is fully funded to the then

applicable Liquidity Reserve Required Amount.

(b) To the extent that a Restricted Payment is made while a Compliance Certificate

Challenge or a challenge to a Compliance Certificate (Post-Forfeiture) is ongoing,

if, as a result of such challenge, any amount of such payment would (had the

Compliance Certificate been correctly prepared and acceptable to the Obligor

Security Trustee (acting in accordance with this Agreement and the STID) or been

a Confirmed Compliance Certificate or had the same applied to a Compliance

Certificate (Post-Forfeiture) not have been permitted to have been paid as a

Restricted Payment in accordance with this Clause 16 (Restricted Payments) (the

“Prohibited Amount”), the Obligors undertake, jointly and severally, to procure that

an amount equal to the Prohibited Amount shall be paid into the Rent and General

Account, and no Restricted Payment may be made until an amount equal to such

Prohibited Amount has been so repaid.

(c) Notwithstanding Clause (a)(ii) above, where the T3 Covenant Regime applies,

each Obligor undertakes in relation to itself not to make a Restricted Payment at

any time (whether or not a Ratings Affirmation is obtained).

(d) Notwithstanding Clause (a)(ii) above and subject to Clause (c) above, where there

are outstanding Retrospective De-REITing Additional Tax Liabilities no Restricted

Payments may be made except as provided in Clause 5.6 (Tax liabilities on leaving

the REIT regime) of the Tax Deed of Covenant.

17 Liquidity Requirements

(a) If:

(i) the T2 Covenant Regime is applicable; and

(ii) the LTV as at the last Calculation Date is greater than 63.75% or the

Historical ICR as at the last Calculation Date is less than 1.50x,

then FinCo shall either:

(iii) on each Trap Date, in accordance with Clause (i) of the Obligor Pre-

Enforcement Priority of Payments or otherwise by direct deposit into the

Liquidity Account of the proceeds of any Permitted Subordinated

Obligations or any funds standing to the credit of the Restricted Payment

Account, reserve in the Liquidity Account the full amount of the then-

applicable Liquidity Reserve Required Amount; or

(iv) as soon as reasonably practicable enter into a Liquidity Facility under which

committed funds are available up to the then applicable Liquidity Reserve

Required Amount, provided that until such Liquidity Facility has been

entered into, FinCo shall reserve amounts in the Liquidity Account in


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accordance with paragraph (iii) above, and following the entry into such

Liquidity Facility, FinCo shall withdraw any such amounts reserved and

transfer such amounts into the Debt Service Account; or

(v) carry out a combination of (iii) and (iv) above, provided that any amount

reserved in the Liquidity Account together with any amount of committed

funds under a Liquidity Facility shall not be less than the applicable

Liquidity Reserve Required Amount.

(b) If the T3 Covenant Regime is applicable, then FinCo shall either:

(i) on each Trap Date, in accordance with Clause (i) of the Obligor Pre-

Enforcement Priority of Payments or otherwise by direct deposit into the

Liquidity Account of the proceeds of any Permitted Subordinated

Obligations or any funds standing to the credit of the Restricted Payment

Account, reserve in the Liquidity Account the full amount of the then-

applicable Liquidity Reserve Required Amount; or

(ii) as soon as reasonably practicable enter into a Liquidity Facility under which

committed funds are available up to the then applicable Liquidity Reserve

Required Amount, provided that until such Liquidity Facility has been

entered into, FinCo shall reserve amounts in the Liquidity Account in

accordance with Clause (a)(iii) above, and following the entry into such

Liquidity Facility, FinCo shall withdraw any such amounts reserved and

transfer such amounts into the Debt Service Account;

(iii) carry out a combination of (i) and (ii) above, provided that any amount

reserved in the Liquidity Account together with any amount of committed

funds under a Liquidity Facility shall not be less than the applicable

Liquidity Reserve Required Amount.

(c) Pursuant to the terms of the Obligor Cash Management Agreement, the Obligors

will be permitted on any Business Day to transfer to the Liquidity Account the

proceeds of drawing of any Permitted Subordinated Obligation, or any transfer

from the Restricted Payment Account, up to the then-applicable Liquidity Reserve

Required Amount, taking into account any amounts deposited under the preceding

provisions of this Clause 17 (Liquidity Requirements).

18 Tax Covenants

Each Obligor undertakes in relation to itself to:

(a) punctually pay and discharge prior to the imposition of any interest and penalties in

respect thereof, all Taxes imposed upon it or its assets, unless such Taxes,

assessments or governmental charges are disputed in good faith;

(b) to the extent that any Taxes are treated as becoming due and payable in

instalments based on its total liability for the period, either (A) pay on any date on

which such an instalment is treated as becoming due and payable the amount then

treated as becoming due and payable on the basis of a reasonable estimate of its

total liability for the period or (B) claim repayment of the aggregate amount

previously paid by way of instalments in respect of its total liability for the period to

the extent that it is entitled to do so on the basis of that estimate.


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19 Accounting Reference Date

Each Obligor undertakes in relation to itself not to change its Accounting Reference Date

without the prior written consent of the Obligor Security Trustee (acting in accordance with

the STID).

20 Arm’s length terms

Each Obligor, undertakes in relation to itself not to enter into any arrangement or contract

other than:

(a) where such arrangement or contract is entered into on an arm's length basis; or

(b) where such arrangement or contract is between members of the Security Group or

with Non-Restricted Group Entities (other than any unsubordinated, material

contract with a Non-Restricted Group Entity to document any service which would

reasonably be expected to be documented in a contract, which shall be entered

into on an arm’s length basis or on reasonable market terms); or

(c) the Finance Documents and any contracts incidental to the Finance Documents.

21 Further assurance and co-operation

Each Obligor undertakes in relation to itself promptly to do all such acts or execute all such

documents (including assignments, assignations, transfers, mortgages, standard

securities, charges, notices and instructions) as the Obligor Security Trustee may specify

(and in such form as the Obligor Security Trustee may require in favour of the Obligor

Security Trustee or its nominee(s)):

(a) to perfect the Security Interests created or intended to be created under or

evidenced by the Obligor Security Documents (which may include the execution of

a mortgage, standard security, charge, assignment, assignation or other Security

Interest over all or any of the assets which are, or are intended to be, the subject of

the Security) or, for the exercise of any rights, powers and remedies of the Obligor

Security Trustee or the Finance Parties provided by or pursuant to the Finance

Documents or by law within any applicable time frame; and/or

(b) once any Obligor Security has become enforceable, to facilitate the realisation of

the assets which are, or are intended to be, the subject of that Obligor Security

irrespective of the jurisdiction in which they are located.

22 Obligor Account Bank Agreement, Obligor Cash Management Agreement

and Obligor Accounts

(a) Each Obligor undertakes in relation to itself not to make any change to the terms of

the Obligor Account Bank Agreement or the Obligor Cash Management Agreement

without the prior consent of the Obligor Security Trustee and the Obligor Account

Bank.

(b) Each Obligor undertakes, save as otherwise provided in the Finance Documents:

(i) to ensure that all Income is paid into the Collections Accounts in

accordance with the Obligor Cash Management Agreement; and

(ii) not to grant, create or permit any right of set-off or similar right over the

Obligor Accounts.


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23 No Employees

Each Obligor undertakes that it shall not have any employees.

24 Credit Rating

For so long as any Notes are outstanding, each Obligor undertakes that it shall use

reasonable endeavours to procure that the Issuer maintains long term ratings for the Notes

with at least one Rating Agency.

25 Ascertaining the amount outstanding of the Notes held by Affiliates

FinCo undertakes in relation to itself, upon receiving a written request from the Obligor

Security Trustee, to deliver to the Obligor Security Trustee a certificate setting out, inter

alia, details of the aggregate principal amount outstanding of Notes which, for the time

being, are held by any Affiliate of the Security Group or by any person for the benefit of

such Affiliate.

26 UD Headroom Test

The Obligors undertake that they shall not breach the UD Headroom Test.

27 Amendments to constitutional documents

No Obligor may, without the prior written consent of the Obligor Security Trustee, change

its memorandum or articles of association or other constitutional documents where such

change has or could reasonably be expected to have a Material Adverse Effect.

28 Pension Arrangements

Each Obligor agrees that it shall ensure that it shall not operate or agree to assume

obligations generally in respect of any occupational pension scheme.

29 Auditors

Each Obligor agrees that it shall at all times retain reputable auditors provided that such

obligation shall only apply if the relevant Financial Statements are required under

applicable laws to be audited.

30 Access Rights

Subject to all applicable laws, following an Obligor Event of Default or an Obligor Potential

Event of Default in each case which is continuing, each Obligor shall provide access or

procure that access is provided to all books of record and accounts of that Obligor to the

Obligor Security Trustee and its agents upon reasonable notice.

31 Intellectual Property

Each Obligor undertakes to take all actions (including payment of any licence fees)

required to maintain its rights under the IP Licence to use any Intellectual Property

reasonably required by it in order to conduct its Permitted Business, and to comply with the

terms of such licence, in each case where failure to do so would be reasonably likely to



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32 Centre of Main Interests

32.1 Each Obligor agrees not to cause or allow its Centre of Main Interests to be situated in any

jurisdiction other than its jurisdiction of incorporation or, if different, the United Kingdom.

32.2 Each Obligor agrees that the meetings of its board of directors will be customarily held in

its jurisdiction of incorporation, or if different, the United Kingdom.

33 Covenant to Pay Third Party Unsecured Financial Indebtedness

33.1 Each Obligor undertakes to pay all amounts of any Third Party Unsecured Financial

Indebtedness as they fall due, subject to any applicable grace periods.

34 Separateness Covenants

Each Obligor undertakes, on a joint and several basis, that it will at all times:

34.1.1 keep separate books and records from any Non-Restricted Group Entity;

34.1.2 not commingle any of its assets with any Non-Restricted Group Entity;

34.1.3 conduct its own business in its own name;

34.1.4 observe all corporate and other formalities required by its memorandum and

articles of association and any other constitutional or organisational documents;

34.1.5 pay its own liabilities out of its own funds and not out of the funds of any Non-

Restricted Group Entity;

34.1.6 maintain adequate capital in light of its contemplated business operations;

34.1.7 use separate stationary and invoices from any Non-Restricted Group Entity;

34.1.8 hold itself out as a separate entity from any Non-Restricted Group Entity; and

34.1.9 correct any known misunderstanding regarding its separate identity from any Non-

Restricted Group Entity.

35 Jersey trust instruments

35.1 The Obligors must not without the prior written consent of the Obligor Security Trustee in

accordance with the terms of the STID:

(a) terminate, amend, waive or agree to any termination, amendment or waiver of the

trust instrument constituting the Intu Derby Jersey Unit Trust or the trust instrument

constituting the Midlands Shopping Centre Jersey Unit Trust (No.1);

(b) subject to Clause 35.2 below, admit, or replace or remove (or purport to admit,

replace or remove), any person as a trustee of the Intu Derby Jersey Unit Trust or

the Midlands Shopping Centre Jersey Unit Trust (No.1)

(c) subject to Clause 35.2 below, retire Derby Trustee No.1 Limited and Derby Trustee

No.2 Limited as trustees;

(d) enter into any agreement or arrangement inconsistent with the trust instrument

constituting the Intu Derby Jersey Unit Trust or the trust instrument constituting the

Midlands Shopping Centre Jersey Unit Trust (No.1); or


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(e) amend the terms of issue of any units in the Intu Derby Jersey Unit Trust or the

Midlands Shopping Centre Jersey Unit Trust (No.1), or any rights thereto,

except as required by law.

35.2 An Obligor may request that Derby Trustee No.1 Limited or Derby Trustee No.2 Limited is

removed or replaced or a new trustee is admitted as an additional trustee of Intu Derby

Jersey Unit Trust or the Midlands Shopping Centre Jersey Unit Trust (No.1) with the prior

written consent of the Obligor Security Trustee in accordance with the terms of the STID

including, without limitation, the provision of such constitutional documents, corporate

authorisations, Land Registry registrations, legal opinions, accession or novation

agreements, finance and security agreements and other documents and matters that the

Obligor Security Trustee may reasonably require, in form and substance satisfactory to it,

in order to verify that the new trustee’s obligations are legally binding, valid and

enforceable and to satisfy any applicable legal and regulatory requirements (including,

without limitation, compliance with any customer due diligence requirements of a Finance

Party).

35.3 No Units shall be transferred without the prior written consent of the Obligor Security

Trustee in accordance with the terms of the STID.

35.4 Notwithstanding the security created over the units in Intu Derby Jersey Unit Trust and

Midlands Shopping Centre Jersey Unit Trust (No.1) by the relevant unitholders pursuant to

the relevant Jersey Security Documents, those of the Obligors that are unitholders in each

such trust undertake and agree that they shall remain liable to observe and perform all of

the conditions and obligations assumed by it or by which a holder of units in such unit trust

is bound.


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Part 4

Property Covenants

1 Asset Criteria

(a) Subject to Clauses (b), (c), (d) and (e) below, FinCo undertakes to procure that the

Portfolio complies with the Asset Criteria as at each of the following dates:

(i) the Initial Issue Date;

(ii) the date upon which any Eligible Property first becomes part of the Portfolio

pursuant to a Permitted Acquisition on an Individual Basis;

(iii) the date of completion of any Permitted Disposal or Permitted Withdrawal

on an Individual Basis;

(iv) the date of completion of a Transaction Series or confirmation by FinCo

that it will be unable to complete a Transaction Series;

(v) the date of delivery of any Compliance Certificate or Compliance Certificate

(Post-Forfeiture).

(b) Notwithstanding Clause (a) above, on any of the dates referred to in Clause (a)

above, the Obligors may elect to include any Eligible Property in, or dispose of or

withdraw any Eligible Property from, the Portfolio that, without the adjustment

referred to in Clause (c) below, would result in a breach of the Asset Criteria.

(c) If the Obligors wish to include, dispose of or withdraw any Eligible Property in or

from the Portfolio pursuant to Clause (b) above, FinCo may elect to apply an Asset

Criteria Adjustment to the Market Value of the relevant Property, or of the other

Properties in the Portfolio, for the purposes of ensuring compliance with the Asset

Criteria.

(d) The amount of the Market Value to be excluded may be, in the aggregate, only so

much of the Market Value of each Property as is sufficient to ensure overall

compliance with the Asset Criteria as at the relevant date. FinCo shall be

permitted, at its sole discretion, on any future date, to elect to apply the Asset

Criteria Adjustment Mechanism pursuant to Clause (c) above.

(e) For the avoidance of doubt, any Property in respect of which the Market Value is

excluded pursuant to Clause (c) above shall not, as a result of such exclusion, be

released, in part or in whole, from the Obligor Security.

2 Good title to assets

(a) Save to the extent disposed of as a Permitted Disposal or Permitted Withdrawal:

(i) each Obligor undertakes in relation to itself that it will (subject to any

necessary registrations in the books of the entity whose shares are being

charged) remain the absolute legal and beneficial owner of all of its assets

(other than the Properties), subject to the Obligor Security Documents to

which it is a party, and remain entitled to use all of its assets necessary or

desirable to carry on its business as conducted at the Initial Issue Date, in

both cases if and to the extent that the absence of such could reasonably

be expected to be material; and


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(ii) each Obligor undertakes in relation to each PropCo and the Property of

which it is the owner that it (or where owned together with any other

Obligor, they) will remain the absolute legal and beneficial owner of (or in

the case of Scottish Property is the registered or heritable proprietor and

does not hold the Property on trust), and have a good and legally

marketable title in its own (or where owned together with any other Obligor,

their) name to, the freehold estate, leasehold interest or heritable title (as

the case may be) in all of the Properties which it (or where owned together

with any other Obligor, they) owns (subject to matters specifically referred

to in the Certificates of Title and Materiality Report, and subject to other

adverse interests the existence of which could not reasonably be expected

to be material),

and provided that in the case of the Partnership, joint legal title will be held by

Victoria Centre Co 3 and Victoria Centre Co 4, and joint beneficial title will be held

by Victoria Centre Co 1 and Investments Co, in the case of the Derby Borrower,

joint legal title will be held by the Derby Nominees, and sole beneficial title will be

held by the Derby Borrower, and in the case of the Chapelfield Borrower, joint legal

title will be held by the Chapelfield Nominee and Chapelfield General Partner, and

sole beneficial title will be held by the Chapelfield Borrower.

(b) FinCo undertakes that if a Material Headlease owned by an Obligor in respect of

any Eligible Property located in England and Wales is forfeited by the competent

landlord or a Material Headlease in respect of a Scottish Property is irritated by the

competent landlord following service of a valid irritancy notice, and in either case

the relevant Obligor owning the Eligible Property the subject of the Material

Headlease has either (i) not, prior to such forfeiture or irritancy taking effect,

successfully obtained relief against such forfeiture or has not successfully

remedied any remediable breach intimated by the competent landlord within the

time limit specified in a valid pre-irritancy notice (providing such time limit is

reasonable or accords with relevant requirements of law in the circumstances) or

(ii) otherwise provided evidence satisfactory to the Obligor Security Trustee (acting

in accordance with the STID) and the Secured Participant Representatives that the

Obligor’s interest in the Eligible Property will not be terminated or cease to continue

on the basis of the breach giving rise to such forfeiture or irritancy or that the

competent landlord has otherwise waived its right to forfeiture or irritancy for such

breach, in each case within the Forfeiture Remedial Period, then FinCo shall

comply with the provisions of Clause 5 (Revised Covenant Testing upon Headlease

Forfeiture) of Schedule 3 (Covenant Testing).

3 Leasing

(a) Subject to Clause (c) below, each Obligor undertakes in relation to itself and the

Properties that it shall use its reasonable efforts to manage each part of any

Property which now is or subsequently falls vacant and to find tenants to lease

such vacant parts, provided that in all cases it shall only grant a Lease if, subject to

any relevant laws, such Lease is a Lease which is in compliance with the Leasing

Criteria, failing which, such lease is either:

(i) a Lease in respect of which the relevant Obligor (or FinCo on its behalf)

delivers to the Obligor Security Trustee and the Secured Participant

Representatives a Leasing Certificate; or


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(ii) a Minor Occupational Interest; or

(iii) a Short Term Lease (provided that the aggregate passing Rental Income of

all Short Term Leases in respect of a Property is no greater than 5% of the

aggregate passing Rental Income of that Property).

(b) Each Obligor in relation to itself and the Properties undertakes that it shall, subject

to market conditions and any relevant laws, not without the prior written consent of

the Obligor Security Trustee amend, waive, release or vary (or agree to do any of

the foregoing) any provision of any Lease where such amendment, waiver, release

or variation would result in a material permanent reduction or delay in the payment

of Income of any Property or result in the Lease no longer complying with the

Leasing Criteria, unless the Obligors deliver to the Obligor Security Trustee and the

Secured Participant Representatives a Leasing Certificate.

(c) Notwithstanding Clause (a) above, if the T3 Covenant Regime is applicable, then

each Obligor undertakes to follow the Property Manager’s recommendations in

relation to leasing activities, subject to certain exceptions as set out in Clause 8

(Property Manager) of this Part 4 (Property Covenants) of this Schedule 2

(Covenants).

4 Leasing Criteria

Each Obligor undertakes that it shall not amend, waive, release or vary (or agree to do any

of the foregoing) the Leasing Criteria without the written consent of the Obligor Security

Trustee (acting in accordance with the STID), such consent not to be unreasonably

withheld or delayed.

5 Lease Surrenders and Termination

5.1 Subject to Clause 5.2 (Lease Surrenders and Termination) below, each Obligor may at any

time accept a surrender or (in relation to a Scottish lease) renunciation, or exercise a

termination right in respect of any Lease (other than, for the avoidance of doubt, a Material

Headlease).

5.2 For so long as the T3 Covenant Regime applies, each Obligor in relation to itself and the

Properties undertakes that it shall only accept a surrender or (in relation to a Scottish

Lease) renunciation, or exercise a termination right, in respect of any Lease if:

(a) such surrender or renunciation is accepted because the Tenant has fallen into

material default of its obligations and the relevant demised premises are to be

made available for re-letting;

(b) the relevant Obligor has before or at the same time as such surrender or

renunciation contracted with a new Tenant for a Lease which complies with the

Leasing Criteria and on terms which could reasonably be expected to increase (or

maintain) the Historical ICR as of the next Calculation Date;

(c) the relevant Tenant is subject to an Insolvency Event, or the relevant Obligor

reasonably believes that it will, or is likely to, no longer pay Income which is due

and owing; or

(d) the approval of the Property Manager has been obtained (unless one of the

exceptions set out in Clause 8 (Property Manager) of this Part 4 (Property

Covenants) of this Schedule 2 (Covenants) applies).


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6 Property Administration Obligations

Each Obligor undertakes that it shall, or shall procure to:

(a) ensure that the Properties it owns are managed in accordance with Good Industry

Practice; and

(b) subject to Clause (a) above, ensure that the Properties it owns are managed at all

times by the relevant Property Administrator or, at its discretion, another suitably

experienced and prudent manager of similar properties.

7 Development

(a) Subject to Clauses (b), (c) and (d) below, each Obligor undertakes that no

Development shall be undertaken unless FinCo issues a Development Certificate

to the Obligor Security Trustee and the Secured Participant Representatives.

(b) If the T2 Covenant Regime is applicable, the requirements of the Development

Certificate will be as referred to in paragraph (b) of the definition thereof in the

Master Definitions Agreement.

(c) If the T3 Covenant Regime applies, each Obligor undertakes not to carry out any

Development without the approval of the Property Manager.

(d) For the avoidance of any doubt, any PropCo may conduct any refurbishment of, or

other works in relation to, a Property in the Portfolio, and which does not constitute

a Development, at any time without consent of the Obligor Security Trustee or any

other party.

(e) In relation to the Charter Place Development, and notwithstanding any provision of

any Finance Document to the contrary, the Obligors shall from time to time be

permitted to agree in relation to the Harlequin Headleases or any of them any

amendment thereto or consolidation thereof which:

(i) is in accordance with Good Industry Practice;

(ii) would not, in the Obligors’ reasonable opinion, materially and adversely

affect the Valuation of Harlequin;

(iii) could not reasonably be expected to have a Material Adverse Effect;

(iv) would not cause the Property to cease to be a Prime Shopping Centre; and

(v) does not impair the Obligor Security (including, for the avoidance of doubt,

pursuant to the provision of fresh Security Interests over such consolidated

headlease).

8 Property Manager

(a) If the PM Trigger has been applicable for at least two consecutive Calculation

Dates, FinCo will be required (at its own expense) promptly to appoint the Property

Manager. If FinCo does not appoint the Property Manager promptly, the Obligor

Security Trustee (acting in accordance with the STID) shall so appoint the Property

Manager at the expense of FinCo.


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(b) The terms of appointment of the Property Manager will be required to include that it

has a duty to act consistently with the following standard (with no individual

element being accorded a higher priority than any other):

(i) in accordance with the principles of Good Industry Practice;

(ii) taking into account the interests of the Secured Participants; and

(iii) taking into account the views of the directors of FinCo and the other

Obligors (without any obligation to follow such views),

provided that, notwithstanding paragraphs (i) to (iii) above, at all times, the

Property Manager shall act in the interests of improving the projected Income of

the Properties in the Portfolio and the capital or investment value of the Properties

in the Portfolio.

(c) The Property Manager’s responsibilities will be to:

(i) review the Portfolio; and

(ii) prepare and deliver to the Obligor Security Trustee and FinCo, within 60

days of its appointment, a report which recommends such steps as will, in

the opinion of the Property Manager (reasonably held), improve, to the

extent possible, in the following order of priority: (x) the projected Income of

the Properties in the Portfolio and (y) the capital or investment value of the

Properties in the Portfolio including (but not limited to) a proposed letting

and disposal strategy in respect of the Portfolio.

(d) Following the appointment of the Property Manager, and other than while the T3

Covenant Regime applies, the Obligors will not be obliged to follow or take into

account the recommendations of the Property Manager, including (but without

limitation) the conclusions and recommendations contained in the report referred to

in Clause (c) above.

(e) FinCo may require the prompt termination by the Obligor Security Trustee of the

appointment of the Property Manager when the PM Trigger ceases to apply, and

the Obligor Security Trustee undertakes to procure such termination at the

expense of FinCo as soon as reasonably practicable following a request from

FinCo.

(f) If the T3 Covenant Regime applies, FinCo will procure the appointment of the

Property Manager at its own expense as soon as reasonably practicable and, at

the latest, within 3 months of the T3 Covenant Regime becoming applicable, upon

terms of appointment which include those required pursuant to Clauses (b) and (c)

above.

(g) While the T3 Covenant Regime applies, each Obligor undertakes to follow all of the

Property Manager’s recommendations and conclusions in all respects (as

amended, supplemented or withdrawn by the Property Manager from time to time),

including (but without limitation) in relation to:

(i) the withdrawal or disposal of a Property from the Portfolio;

(ii) the undertaking of any new Development; and

(iii) the acceptance of any surrender or renunciation, or exercise of a

termination right, in respect of any Lease,


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unless it can be demonstrated that following such recommendations will put the

Obligors, or any of them, in breach of any contractual obligation, or breach any

applicable law or regulation, and provided that the Property Manager may not

instruct or compel, but may approve a request for, the Security Group or any

Obligor to make any acquisition of Eligible Property.

(h) Notwithstanding Clause (g) above, the Property Manager may not instruct, or

consent to, a withdrawal, disposal or acquisition in relation to the Portfolio, where it

would otherwise have the power to do so and the Obligors would otherwise be

required to comply with such consent or instruction pursuant to the provisions of

this Clause, if to do so would result in a higher LTV or lower Projected ICR than

immediately prior to such withdrawal, disposal or acquisition.

9 Valuation of the Portfolio

(a) Pursuant to Clause 7 (Valuation) of Schedule 2 (Conditions Precedent to the Initial

Issue Date) to the CP Agreement, on or prior to the Initial Issue Date, FinCo will be

required to obtain an Obligor Valuation of the Portfolio, to be addressed to (and

which may be relied upon by) each of the Issuer, the Issuer Trustee, the Arrangers,

the Dealers and the Obligor Security Trustee.

(b) Subject to Clauses (c), (d) and (f) below, FinCo will be required to obtain and

deliver to the Obligor Security Trustee, the Secured Participant Representatives

and the Rating Agency an Obligor Valuation of the Portfolio prepared by a Valuer

selected by FinCo semi-annually. FinCo may deliver Obligor Valuations more

frequently at its sole discretion.

(c) In lieu of any Obligor Valuation provided under Clause (b) above, FinCo shall be

entitled to require that the Obligor Security Trustee (acting in accordance with the

STID) instruct an OST Valuation for delivery as provided under Clause (b) above

and to be relied upon as provided in Clause (d) below.

(d) In relation to the Obligor Valuations of the Portfolio provided under Clause (b)

above, FinCo will procure that the Valuer will allow reliance by each of the Obligor

Security Trustee, the Issuer, the Issuer Trustee, the Arrangers and the Dealers on

the Valuations and summaries provided and to permit disclosure to the Rating

Agency.

(e) At any time that FinCo carries out an Obligor Valuation in accordance with Clause

(b) above, the Obligor Security Trustee may (acting in accordance with the STID)

by giving 5 Business Days notice to FinCo, instruct an OST Valuation in addition to

such Obligor Valuation, for delivery as provided under Clause (b) above and to be

relied upon as provided under Clause (d) above. If (i) the Market Value of the

Portfolio under the Valuation of the Obligor Security Trustee differs by an amount

greater than 7.5 per cent. from that in the Valuation of FinCo and (ii) the T3

Covenant Regime would apply if the Valuation of the Obligor Security Trustee was

accepted, the Obligor Security Trustee (acting in accordance with the STID) shall

be entitled to rely on its OST Valuation rather than the Obligor Valuation of FinCo,

including for the purpose of determining the applicable Covenant Regime and

compliance with the Financial Covenants.

(f) Where the T3 Covenant Regime applies, FinCo shall not be entitled to provide

Obligor Valuations of the Portfolio under Clause (b) above, and instead shall

procure the delivery of an OST Valuation by the Obligor Security Trustee (acting in


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accordance with the STID). The Obligor Security Trustee may seek the Property

Manager’s advice on the basis of the instruction.

(g) All Obligor Valuations or OST Valuations of the Portfolio prepared in accordance

with this Clause 9 (Valuation of the Portfolio) of this Part 4 (Property Covenants) of

this Schedule 2 (Covenants) will be prepared at the expense of FinCo.

(h) Each Obligor undertakes, promptly upon becoming aware thereof, to notify the

Valuer of any items which could reasonably be expected to have a Material

Adverse Effect on the preparation of the next Obligor Valuation or OST Valuation of

the Portfolio.

(i) Each Obligor undertakes that:

(i) in relation to a Permitted Acquisition of an Eligible Property which is a

Proposed Additional Transaction being undertaken as part of a Transaction

Series, FinCo shall procure that an OST Valuation is undertaken in lieu of

an Obligor Valuation, and that such OST Valuation shall be capable of

delivery and reliance as provided for in the foregoing provisions of this

Clause 9 (Valuation of the Portfolio) of this Part 4 (Property Covenants) of

this Schedule 2 (Covenants); and

(ii) in relation to any indebtedness incurred by an Obligor pursuant to

paragraph (d) of the definition of Permitted Additional Financial

Indebtedness (other than in respect of which the proceeds are fully applied

to refinance existing Senior Debt Obligations, such that the total aggregate

principal amount outstanding of the Senior Debt Obligations following the

incurrence of such Financial Indebtedness is not greater than that

outstanding prior thereto), the Total Collateral Value to be determined

pursuant to paragraph (d)(E) of the definition of Permitted Additional

Financial Indebtedness shall be calculated by reference to an OST

Valuation.

10 Environmental undertakings

Each Obligor undertakes in relation to itself and the Properties that it shall:

(a) comply with all Environmental Laws to which it is, or may be, subject and take all

reasonable steps to prepare for known changes thereto or new obligations

thereunder; and

(b) obtain and comply with all Environmental Licences required or desirable in

connection with the relevant Property,

in each case where failure to do so could reasonably be expected to have a Material

Adverse Effect.

11 Environmental claims

Each Obligor undertakes that it shall promptly notify the Obligor Security Trustee and the

Secured Participant Representatives in writing upon becoming aware of:

(a) any Environmental Claim against an Obligor or a Property that is current, or, to the

best of its knowledge and belief having made due and careful enquiry, is

threatened in writing and which is reasonably likely to be adversely determined,


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and if adversely determined could reasonably be expected to have a Material

Adverse Effect;

(b) any fact or circumstance that would prevent compliance by an Obligor or a

Property with applicable Environmental Law in the future if any non-compliance

could reasonably be expected to (i) have a Material Adverse Effect or (ii) give rise

to any actual liability by an Obligor and the same could reasonably be expected to


12 Planning laws and permissions

Each Obligor undertakes in relation to itself and the Properties that it shall:

(a) comply with all planning laws, civil defence, fire and police regulations and any

building regulation to which it may be subject;

(b) comply with the terms all permanent planning permissions and all existing use

rights required in connection with each Property;

(c) obtain all building regulation approvals required in connection with each Property

and comply with the terms thereof; and

(d) comply with the terms of any agreement entered into with, or undertakings given

to, any relevant planning authority, other public body or authority charged with

administering planning law or any building regulation, any relevant environmental

authority or any relevant health and safety authority,

in each case where failure to do so could reasonably be expected to have a Material

Adverse Effect.

13 Insurances and Insurance Proceeds

Each Obligor undertakes that it shall:

(a) maintain in accordance with Schedule 8 (Insurance Proceeds) valid insurance

cover for the Properties against:

(i) risk of material damage, for a sum equal to at least each Property’s full

reinstatement value (as confirmed by the most recent reinstatement

valuation and taking into account any reasonable deductible or excess) and

loss of rent on all occupational tenancies for a period not less than the

greater of (1) five years (or, if less, the remaining full unexpired term) and

(2) such period as may be required pursuant to the relevant Leases in

respect of the relevant Property, resulting (in each case) from subsidence,

terrorism and other risks usually covered by a reasonably prudent owner of

such a property in accordance with Good Industry Practice; and

(ii) third party liabilities and such other property-related risks as in the

reasonable opinion of the Obligors ought to be covered in accordance with

Good Industry Practice,

provided in each case that such insurance is generally available in the United

Kingdom insurance market and that it is, in the reasonable opinion of the Obligors

in accordance with Good Industry Practice;


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(b) if at any time the above-mentioned insurances in Clause (a) above are

underwritten by an insurer or insurers whose credit rating is less than BBB (or its

equivalent in the rating scales of the Rating Agency then rating the transaction

under the Finance Documents), the Obligors undertake, jointly and severally, to

use reasonable efforts to ensure (so far as such insurance is commercially

available on reasonable commercial terms from insurers whose credit rating is

sufficient to rectify the insurance ratings breach) that such insurance rating breach

is rectified not later than the next renewal date for that insurance policy;

(c) grant a Security Interest in such insurance policies in favour of the Obligor Security

Trustee pursuant to the Obligor Deed of Charge; and

(d) promptly notify the Obligor Security Trustee of any amendments to, termination of,

or entry into, any such insurance policy.

14 Repair

Each Obligor undertakes in relation to the Properties that it will use reasonable endeavours

to keep or (where the relevant obligation falls on a Tenant under a Lease or upon a third

party) use its reasonable endeavours to procure that all buildings, structures, fixtures,

fittings, plant, machinery and equipment in relation to the relevant Properties and

belonging to it are kept in a good state of maintenance, repair and preservation (fair wear

and tear excepted) and will renew and replace the same when necessary or desirable and

without requiring the prior written consent of the Obligor Security Trustee, where the failure

to repair or keep in good working order could reasonably be expected to have a Material

Adverse Effect.

15 Involuntary Loss of Property

Each Obligor will promptly notify the Obligor Security Trustee if the whole or any material

part of any Property is, or will be, seized, expropriated or compulsorily acquired or

purchased in a manner which could reasonably be expected to have a Material Adverse

Effect, and will apply the full amount of any proceeds, net of any amount reimbursed by

way of costs, fees and expenses in relation to such seizure, expropriation or compulsory

acquisition, thereof to or towards the prepayment of Senior Debt Obligations, in

accordance with the provisions set out in Schedule 4 (Prepayment Events and Principles).

16 Lease Covenants

Each Obligor undertakes that it will perform all the obligations applicable to it under each

Lease comprised within the relevant Properties and under any headlease under which the

Obligor is a tenant, where the failure to perform could reasonably be expected to have a

Material Adverse Effect.

17 Eligible Property owned through an Eligible JV Interest

Each Obligor undertakes, in relation to any Eligible Property (within the meaning of

paragraphs (a) – (c) of the definition thereof, but for the purposes of which the words ‘over

which, in each case, an existing Obligor or Obligors or a Group entity which will become an

Obligor as part of a Permitted Acquisition holds the freehold, leasehold or heritable title’

shall not apply) over which a joint venture company, partnership or other entity in which an

Obligor or Obligors has an Eligible JV Interest holds the freehold, leasehold or heritable

title, that it will use reasonable endeavours (and provided that, in doing so, it shall not be


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required to undertake any act or omission which would cause the relevant obligor to

breach the joint venture agreement, partnership agreement or other agreement governing

its Eligible JV Interest and its relationship with its partner or partners) to procure that such

underlying Eligible Property is:

17.1 managed in accordance with Good Industry Practice; and

17.2 managed in a manner not materially inconsistent with the following clauses applicable to

the Properties, as set out in this Part 4 (Property Covenants) of this Schedule 2

(Covenants) above:

17.2.1 Clause 2(a)(ii) (Good title to assets);

17.2.2 Clause 3 (Leasing);

17.2.3 Clause 5 (Lease Surrenders and Termination);

17.2.4 Clause 6 (Property Administration Obligations);

17.2.5 Clause 10 (Environmental undertakings);

17.2.6 Clause 11 (Environmental claims);

17.2.7 Clause 12 (Planning laws and permissions);

17.2.8 Clauses 13 (a) and (b) (Insurances and Insurance Proceeds);

17.2.9 Clause 14 (Repair);

17.2.10 Clause 15 (Involuntary Loss of Property); and

17.2.11 Clause 16 (Lease Covenants),

(in each case mutatis mutandis).


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Schedule 3

Covenant Testing

1 Scheduled Testing

1.1 Pursuant to Clause 3 (Compliance Certificate) of Schedule 2 (Covenants), Part 1

(Information Covenants) of this Agreement, FinCo undertakes to calculate on each

Financial Year End or Financial Half Year End (as applicable) or, (if the T3 Covenant

Regime is in effect) on each Quarter Calculation Date, the LTV and Historical ICR, and to

include the same in each Compliance Certificate delivered in accordance with that Clause.

2 Testing in Connection with a Proposed Additional Transaction

2.1 Prior to the entry by any Obligor into a Proposed Additional Transaction, FinCo undertakes

to calculate:

2.1.1 the Pro Forma LTV;

2.1.2 the Projected ICR; and

2.1.3 the Pro Forma Projected ICR,

and, in each case, to deliver a certificate to the Obligor Security Trustee:

2.1.4 giving reasonable details of the calculation thereof;

2.1.5 giving reasonable details of any Exceptional Items;

2.1.6 in relation to the calculation and certification of the Projected ICR and Pro Forma

Projected ICR only, representing and warranting that such calculations have been

made:

(i) in good faith;

(ii) under the going concern assumption (using reasonable and prudent

assumptions);

(iii) after careful consideration and in a commercially reasonable manner

materially consistent with Applicable Accounting Principles and Good

Industry Practice; and

2.1.7 signed by the chief financial officer or financial director of FinCo (a “Proposed

Additional Transaction Certificate”).

2.2 In connection with the delivery of a Proposed Additional Transaction Certificate, the Obligor

Security Trustee will be entitled, on the written instructions of Qualifying Secured

Participants holding at least 25 per cent. of Qualifying Debt in accordance with Clause 22

(Qualifying Secured Participant Instructions) of the STID (save that the reference therein to

10 per cent. shall be construed as 25 per cent.), during the period of 30 Business Days

commencing on the date of delivery of the Proposed Additional Transaction Certificate (the

“Challenge Period”), to challenge any calculation or statement contained in that certificate

or to demand further supporting evidence (a “Challenge”) if there is reasonable reason to

believe that any calculation or statement thereof may be incorrect or misleading in any

material respect, in accordance with the following provisions:

2.2.1 In respect of a Challenge, the Obligor Security Trustee must send a written notice

(a “Challenge Notice”) within the Challenge Period to FinCo stating the reason for


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the Challenge and requesting such substantiating evidence as is deemed

necessary to investigate and/or confirm the disputed calculations and/or

statements contained in any Proposed Additional Transaction Certificate or any

accompanying statement;

2.2.2 Following the delivery of a Challenge Notice, FinCo shall promptly provide or

procure the provision of such information as the Obligor Security Trustee has

requested;

2.2.3 Following receipt of such information, the Obligor Security Trustee, acting upon the

instructions of the Qualifying Secured Participant in accordance with the STID shall

promptly (and in any event within 14 days of receipt thereof) confirm either:

(i) that it has no further questions or concerns in connection with the

Challenge; or

(ii) that the information provided is insufficient to determine whether the

disputed calculations and/or statements contained in the relevant Proposed

Additional Transaction Certificate are accurate, and that accordingly it

wishes to appoint an accounting firm, advisory firm or investment bank of

international repute and standing (the “Independent Expert”), whose

identity and terms of appointment are to be agreed between the Obligor

Security Trustee and FinCo each acting reasonably (or, failing an

agreement, by the Obligor Security Trustee alone, acting reasonably) to

undertake a review of the relevant Proposed Additional Transaction

Certificate, and the assumptions and information on which the disputed

calculations and/or statements therein are made, to determine whether

such statements and calculations are true and accurate in all material

respects (the “Investigation Mandate”).

2.2.4 The Obligors shall promptly provide or procure the provision of such information as

the Independent Expert shall reasonably request in respect of the Investigation

Mandate.

2.2.5 The Independent Expert shall agree that it shall keep all such information received

in respect of the Investigation Mandate confidential.

2.2.6 The Independent Expert shall be required to report to the Obligor Security Trustee

within 30 days of its appointment as to its conclusions in respect of the

Investigation Mandate, and state whether, in its reasonable opinion the disputed

statements and/or calculations contained in the relevant Proposed Additional

Transaction Certificate are true and accurate in all material respects (a “Confirmed

Certificate”), or not (an “Unconfirmed Certificate”). The findings of the

Independent Expert will be binding on all parties.

2.2.7 In the case of an Unconfirmed Certificate, FinCo may provide a re-stated certificate

to the Obligor Security Trustee at any time following the receipt of the decision of

the Independent Expert. The foregoing provisions relating to Challenge shall apply

to such re-stated certificate.

2.2.8 The relevant Proposed Additional Transaction or Transactions may not be

undertaken until a Proposed Additional Transaction Certificate has been delivered

which is not the subject of a Challenge.


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2.2.9 The costs and expenses of the Independent Expert will, in all cases, be paid by

FinCo.

3 Conduct of Tests on a Net Basis

3.1 If the Obligors intend to conduct more than one Proposed Additional Transaction, within a

period of 180 days (the “Net Basis Testing Period”), then FinCo may elect to:

3.1.1 test the Pro Forma LTV, Projected ICR and Pro Forma Projected ICR on a stand-

alone basis prior to entering into each Proposed Additional Transaction (an

“Individual Basis”); or

3.1.2 test the Pro Forma LTV, Projected ICR and Pro Forma Projected ICR on a net

basis taking into account some or all of such Proposed Additional Transactions (all

such Proposed Additional Transactions together, the “Transaction Series”) (a “Net

Basis”), provided that:

(i) any testing of the Pro Forma LTV, Projected ICR and Pro Forma Projected

ICR on a Net Basis must be conducted twice for each Transaction Series

as follows:

(a) prior to the date that the first Proposed Additional Transaction is

entered into; and

(b) on the earlier of (X) the date of completion of the Last Proposed

Additional Transaction or (Y) the last day of the Net Basis Testing

Period, or (Z) the date upon which FinCo gives notice that it

considers it will be unable to complete the Transaction Series;

(ii) if any Proposed Additional Transaction comprises a Permitted Withdrawal,

Permitted Disposal or Permitted Acquisition, the Asset Criteria are complied

with:

(a) on the first day of the Net Basis Testing Period; and

(b) on the earlier of (X) the date of completion of the Last Proposed

Additional Transaction or (Y) the last day of the relevant Net Basis

Testing Period, or (Z) the date upon which FinCo gives notice that it

considers it will be unable to complete the Transaction Series;

(iii) if any Proposed Additional Transaction in a Transaction Series comprises a

Permitted Disposal, either:

(a) the disposal is the final Proposed Additional Transaction in a

Transaction Series; or

(b) the Obligors deposit an amount into the Disposal/Withdrawal Deposit

Account and/or provide in favour of the Obligor Security Trustee a

letter of credit (from, in the case of the letter of credit, a counterparty

with an Approved Counterparty Rating) in an aggregate amount at

least equal to the amount of Senior Debt Obligations which would be

required to be prepaid in order to restore the T1 Covenant Regime

(calculated on the assumption that the subsequent Proposed

Additional Transactions in any Transaction Series do not occur),

together with the Obligors’ reasonable estimate of any amount

payable under Clause 8.5, Clause 8.6 (Prepayment Principles) and


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Clause 9 (Payment of Repayment Costs upon Prepayment of Senior

Debt Obligations) of Schedule 4 (Prepayment Events and

Principles), and Clause 15(f) (Hedging) of Schedule 2 (Covenants)

Part 3 (General Covenants) of this Agreement, in connection with

such prepayment up to a maximum of the full amount of the Net

Disposal Proceeds of the relevant Permitted Disposal, such amount

to remain on deposit until the earlier of (X) the date of completion of

the Last Proposed Additional Transaction or (Y) the last day of the

Net Basis Testing Period, or (Z) the date upon which FinCo gives

notice that it considers it will be unable to complete the Transaction

Series. Any amount so deposited shall be available to be applied by

the Obligors to complete any Proposed Additional Transaction

forming part of the relevant Transaction Series. Following the date of

(X), (Y) or (Z) above, and after the application of such deposited

amount towards the completion of any prepayment of Senior Debt

Obligations as may be required to be made in accordance with

Clause 6.2 (Net Basis), Clause 8.5, Clause 8.6 (Prepayment

Principles) and Clause 9 (Payment of Repayment Costs upon

Prepayment of Senior Debt Obligations) of Schedule 4 (Prepayment

Events and Principles), and Clause 15(f) (Hedging) of Schedule 2

(Covenants) Part 3 (General Covenants) of this Agreement, any

remaining deposited amount shall be released and, provided a

Restricted Payment may be made pursuant to Clause 16 (Restricted

Payments) of Part 3 (General Covenants) of Schedule 2

(Covenants), deposited into the Restricted Payment Account as a

Restricted Payment for application by FinCo at its sole discretion

(and otherwise deposited into the Rent and General Account);

(iv) if any Proposed Additional Transaction comprises a Permitted Withdrawal,

either:

(a) the withdrawal is the final Proposed Additional Transaction in a

Transaction Series; or

(b) the Obligors deposit an amount into the Disposal/Withdrawal Deposit

Account or provide in favour of the Obligor Security Trustee a

security deposit or letter of credit (from, in the case of the letter of

credit, a counterparty with an Approved Counterparty Rating) in an

aggregate amount at least equal to the amount of Senior Debt

Obligations which would be required to be prepaid in order to restore

the T1 Covenant Regime (calculated on the assumption that the

subsequent Proposed Additional Transactions in any Transaction

Series do not occur), together with the Obligors’ reasonable estimate

of any amount payable under Clause 8.5, Clause 8.6 (Prepayment

Principles) and Clause 9 (Payment of Repayment Costs upon

Prepayment of Senior Debt Obligations) of Schedule 4 (Prepayment

Events and Principles) in connection with such prepayment until the

earlier of (X) the date of completion of the Last Proposed Additional

Transaction or (Y) the last day of the Net Basis Testing Period, or (Z)

the date upon which FinCo gives notice that it considers it will be

unable to complete the Transaction Series. Any amount so deposited

shall be available to be applied by the Obligors to complete any


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Proposed Additional Transaction forming part of the relevant

Transaction Series. Following the date of (X), (Y) or (Z) above, and

after the application of such deposited amount towards the

completion of any prepayment of Senior Debt Obligations as may be

required to be made in accordance with Clause 6.2 (Net Basis),

Clause 8.5, Clause 8.6 (Prepayment Principles) and Clause 9

(Payment of Repayment Costs upon Prepayment of Senior Debt

Obligations) of Schedule 4 (Prepayment Events and Principles), any

remaining deposited amount shall be released and, provided a

Restricted Payment may be made pursuant to Clause 16 (Restricted

Payments) of Part 3 (General Covenants) of Schedule 2

(Covenants), credited to the Restricted Payment Account as a

Restricted Payment for application by FinCo at its sole discretion

(and otherwise deposited into the Rent and General Account); and

(v) for the avoidance of doubt:

(a) subject to the foregoing provisions of this Clause 3.1 (Conduct of

Tests on a Net Basis), the Obligors may conduct all relevant

Proposed Additional Transactions in a Transaction Series

notwithstanding the consequences that would apply if any

transaction was instead conducted individually; and

(b) any prepayment requirement under Clause 4 (Consequences of

Proposed Additional Transactions) of this Schedule 3 (Covenant

Testing) shall be assessed on a Net Basis only.

4 Consequences of Proposed Additional Transactions

4.1 If a Financial Covenant would be thereby breached, the Obligors may not complete any

Proposed Additional Transaction (whether on an Individual Basis or a Net Basis).

4.2 Where Individual Basis applies: FinCo may be obliged to make prepayment of the

Senior Debt Obligations pursuant to Schedule 4 (Prepayment Events and Principles) of

this Agreement.

4.3 Where Net Basis applies: FinCo may be obliged to make prepayment of the Senior Debt

Obligations pursuant to Schedule 4 (Prepayment Events and Principles) of this Agreement.

5 Revised Covenant Testing upon Headlease Forfeiture

5.1 If a Material Headlease has been forfeited or irritated as provided in Clause 2 (Good title to

assets) of Part 4 (Property Covenants) of Schedule 2 (Covenants), then FinCo shall

prepare and deliver to the Obligor Security Trustee, Issuer Trustee, Issuer and Rating

Agency, a Compliance Certificate (Post-Forfeiture) on or before the expiry of the Forfeiture

Remedial Period.

5.2 FinCo shall provide details of any forfeiture or irritancy of any Material Headlease owned

by an Obligor within 5 Business Days of such act having been taken by a competent

landlord, or of a request by the Obligor Security Trustee under Clause 5.3 (Revised

Covenant Testing upon Headlease Forfeiture) below.

5.3 If the Obligor Security Trustee has been instructed by an Instruction Notice in accordance

with the STID (save that the reference therein to 10 per cent. shall be construed as 25 per


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cent.) that the Secured Participants reasonably believe that forfeiture or irritancy of a

Material Headlease has occurred but no details have been given under Clause 5.2

(Revised Covenant Testing upon Headlease Forfeiture) above, the Obligor Security

Trustee may give notice to FinCo requesting it to deliver the same.

5.4 As from the date the Compliance Certificate (Post-Forfeiture) is provided to the Obligor

Security Trustee under Clause 5.1 (Revised Covenant Testing upon Headlease Forfeiture)

above, the Pro Forma LTV, Projected ICR and Pro Forma Projected ICR set out in the

Compliance Certificate (Post-Forfeiture) delivered pursuant to Clause 5.1 (Revised

Covenant Testing upon Headlease Forfeiture) above shall apply for the purposes of

determining the then applicable Covenant Regime and all covenants, restrictions and

obligations relating to the Obligors determined by reference to the applicable Covenant

Regime will be to the Covenant Regime as amended by the provisions of this Clause 5.4

(Revised Covenant Testing upon Headlease Forfeiture) until delivery of the next

Compliance Certificate in accordance with the Finance Documents when such covenants,

restrictions and obligations will be determined by reference to the Covenant Regime

applicable following delivery of such Compliance Certificate.

5.5 In relation to the delivery of a Compliance Certificate (Post-Forfeiture), the provisions of

Clause 2.2 (Testing in Connection with a Proposed Additional Transaction) of this Schedule

3 (Covenant Testing) shall apply mutatis mutandis, such that the Obligor Security Trustee

shall enjoy equivalent rights of challenge in respect of such Compliance Certificate (Post-

Forfeiture).


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Schedule 4

Prepayment Events and Principles

1 Prepayment of Senior Debt Obligations

FinCo undertakes that it shall prepay Senior Debt Obligations in accordance with the

following provisions of this Schedule 4 (Prepayment Events and Principles).

2 T3 Covenant Regime Cash Sweep Prepayment

For so long as the T3 Covenant Regime applies, FinCo undertakes that it will, on each

Interest Payment Date, using any Excess Cash, mandatorily prepay Senior Debt

Obligations whose Interest Payment Date falls on such date, pro rata to the amounts

required to be prepaid in accordance with the Prepayment Principles. For the avoidance of

doubt, if any amount is allocated to be prepaid pursuant to this Clause 2 (T3 Covenant

Regime Cash Sweep Prepayment) during the T3 Covenant Regime, it shall still be

allocated to be prepaid in the event that the T3 Covenant Regime ceases to apply.

3 Proceeds of Material Damage Insurance Prepayment

FinCo undertakes that it will, on each Interest Payment Date, utilising cash standing to the

credit of the Insurance Proceeds Account which has been deposited following receipt

thereof under a material damage insurance policy in accordance with Clause 2 (Application

of Insurance Proceeds) of Schedule 8 (Insurance Proceeds) of this Agreement, and is

required to be so applied pursuant to Clause 2.1 (Application of Insurance Proceeds) of

Schedule 8 (Insurance Proceeds) of this Agreement, prepay Senior Debt Obligations

whose Interest Payment Date falls on such date, pro rata to the amounts required to be

prepaid in accordance with the Prepayment Principles.

4 Voluntary Prepayment

FinCo may, upon not less than 5 Business Days prior notice (and, in respect of a

prepayment of an ICL Loan, such notice shall expire on an Interest Payment Date of the

corresponding Tranche of Notes) to the relevant Secured Participant Representatives (or

such shorter period as the relevant Secured Participants may agree), prepay the whole or

any part of an Authorised Finance Facility in accordance with the Prepayment Principles.

5 Proceeds of Involuntary Loss of Property

FinCo undertakes that it will, on each Interest Payment Date, utilising cash standing to the

credit of the Prepayments Account which has been deposited following receipt thereof

pursuant to any compulsory purchase of a Property pursuant to Clause 15 (Involuntary

Loss of Property) of Schedule 2 (Covenants), Part 4 (Property Covenants) of this

Agreement, following transfer thereof to the Debt Service Account mandatorily prepay

Senior Debt Obligations whose Interest Payment Date falls on such date, pro rata to the

amounts required to be prepaid in accordance with the Prepayment Principles.

6 Proposed Additional Transactions Prepayment

In connection with any Proposed Additional Transaction or Transactions:

6.1 Individual Basis

Where the Proposed Additional Transaction has been tested by FinCo in accordance with

the provisions of Schedule 3 (Covenant Testing) of this Agreement on an Individual Basis

(as defined therein), the following prepayment provisions will apply:


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6.1.1 Permitted Disposal

Where the relevant Proposed Additional Transaction is a Permitted Disposal

pursuant to paragraph (A) only of the definition of Permitted Disposal, FinCo

undertakes that, following completion of such Permitted Disposal, it shall, if

prepayment of Senior Debt Obligations is required pursuant to the table set out

below, promptly deliver a notice of prepayment to the Obligor Security Trustee and

the Secured Participant Representatives, and upon the expiry of 5 Business Days

following the delivery of such notice, utilising (inter alia) Net Disposal Proceeds

deposited into the Prepayments Account pursuant to Clause 10(b)(i) (Disposals) of

Schedule 2 (Covenants), Part 3 (General Covenants) of this Agreement, and

transferred to the Debt Service Account, it shall mandatorily prepay Senior Debt

Obligations (provided that a prepayment of the Notes shall only occur on an

Interest Payment Date in respect of such Notes) subject to and in accordance with

the Prepayment Principles as follows:

Covenant Regime in

force immediately prior

to completion of

Proposed Additional

Transaction

Covenant Regime in

force immediately after

completion of Proposed

Additional Transaction,

as evidenced by

Proposed Additional

Transaction Certificate

Amount of Senior Debt

Obligations due to be

Prepaid

Any T1 Covenant Regime None

T1 T2 or T3 Prepayment of Senior

Debt Obligations in an

amount sufficient to

achieve the T1 Covenant

Regime being in force

T2 Covenant Regime T2 or T3 Covenant

Regime

Prepayment of Senior


amount sufficient so that

(i) there is prepayment of

at least the full amount of

the net proceeds of such

Permitted Disposal or, if

less, the amount thereof

required to achieve the

T1 Covenant Regime

being in force, and (ii) (a)

the Pro Forma LTV is no

worse than the LTV which

applied prior to such

Permitted Disposal and

(b) the Pro Forma

Projected ICR is not more

than 0.1x worse than the

Projected ICR which

applied prior to such

Permitted Disposal


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Covenant Regime in


to completion of

Proposed Additional

Transaction

Covenant Regime in




as evidenced by

Proposed Additional




Prepaid

(provided that such

permitted worsening of

the Projected ICR is only

permitted to the extent it

does not cause the T3

Covenant Regime to

apply)

T3 Covenant Regime T2 Covenant Regime Prepayment of Senior


amount equal to at least

the full amount of the net

proceeds of such




T1 Covenant Regime

being in force

T3 Covenant Regime T3 Covenant Regime Prepayment of Senior


amount equal to at least

the full amount of the net

proceeds of such




T1 Covenant Regime

being in force

6.1.2 Permitted Withdrawal

Where the relevant Proposed Additional Transaction is a Permitted Withdrawal,

FinCo undertakes that, following completion of the Permitted Withdrawal, it shall, if

prepayment of Senior Debt Obligations is required pursuant to the table set out

below, promptly deliver a notice of prepayment to the Obligor Security Trustee and

the Secured Participant Representatives, and upon the expiry of 5 Business Days

following the delivery of such notice, it shall mandatorily prepay Senior Debt

Obligations (provided that a prepayment of the Notes shall only occur on an

Interest Payment Date in respect of such Notes) subject to and in accordance with

the Prepayment Principles as follows:


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Covenant Regime in


to completion of

Proposed Additional

Transaction

Covenant Regime in




as evidenced by

Proposed Additional




Prepaid


Any T2 or T3 Covenant

Regime






6.1.3 Permitted Acquisition

Where the relevant Proposed Additional Transaction is a Permitted Acquisition

within the meaning of paragraph (A) of the definition thereof only, FinCo undertakes

that, following completion of the Permitted Acquisition, it shall, if prepayment of

Senior Debt Obligations is required pursuant to the table set out below, promptly

deliver a notice of prepayment to the Obligor Security Trustee and the Secured

Participant Representatives, and upon the expiry of 5 Business Days following the

delivery of such notice, it shall mandatorily prepay Senior Debt Obligations

(provided that a prepayment of the Notes shall only occur on an Interest Payment

Date in respect of such Notes) subject to and in accordance with the Prepayment

Principles as follows:

Covenant Regime in


to completion of

Proposed Additional

Transaction

Covenant Regime in




as evidenced by

Proposed Additional




Prepaid



Regime







Regime



amount sufficient so that

(i) the Pro Forma LTV is

no worse than the LTV

which applied prior to the

Permitted Acquisition and

(ii) the Pro Forma

Projected ICR is not more


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than 0.1x worse than the

Projected ICR which

applied prior to the

Permitted Acquisition

(provided that such

permitted worsening of

the Projected ICR is only



Covenant Regime to

apply)

T3 Covenant Regime T2 Covenant Regime None

T3 Covenant Regime T3 Covenant Regime None

6.2 Net Basis

Where the Proposed Additional Transaction has been tested by FinCo in accordance with

the provisions of Schedule 3 (Covenant Testing) of this Agreement on a Net Basis (as

defined therein), FinCo undertakes that, following the earlier of the dates (X), (Y) and (Z)

referred to in Clause 3.1.2(ii), (iii) or (iv) (Conduct of Tests on a Net Basis) of Schedule 3

(Covenant Testing) of this Agreement, it shall, if prepayment of Senior Debt Obligations is

required pursuant to the table set out below, promptly deliver a notice of prepayment to the

Obligor Security Trustee and the Secured Participant Representatives, and upon the expiry

of 5 Business Days following the delivery of such notice, utilising (inter alia) any amount

deposited into the Disposal/Withdrawal Deposit Account in accordance with Clauses

3.1.2(iii) or (iv) (Conduct of Tests on a Net Basis) thereof mandatorily prepay Senior Debt

Obligations (provided that a prepayment of the Notes shall only occur on an Interest

Payment Date in respect of such Notes) subject to and in accordance with the Prepayment

Principles as follows:

Covenant Regime in force

immediately prior to

Transaction Series


immediately after

Transaction Series, as

evidenced by Proposed

Additional Transaction

Certificate



Prepaid

Any T1 None

T1 Covenant Regime T2 or T3 Covenant Regime Prepayment of Senior Debt

Obligations in an amount

sufficient to achieve the T1

Covenant Regime being in

force

T2 Covenant Regime T2 or T3 Covenant Regime Prepayment of Senior Debt


sufficient so that (i) there is

prepayment of at least the

full amount of the net

proceeds of the disposals of


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Transaction Series


immediately after




Certificate



Prepaid

the Transaction Series

falling within paragraph (A)

of the definition of Permitted

Disposal or, if less, the

amount thereof required to


Regime being in force, and

(ii) (a) the Pro Forma LTV is

no worse than the LTV

which applied prior to the

Transaction Series and (b)

the Pro Forma Projected

ICR is not more than 0.1x

worse than the Projected

ICR which applied prior to

the Transaction Series

(provided that such

permitted worsening of the

Projected ICR is only



Covenant Regime to apply)

T3 Covenant Regime T2 Covenant Regime Prepayment of Senior Debt


equal to at least the full

amount of the net proceeds

of the disposals of the

Transaction Series falling

within paragraph (A) of the

definition of Permitted





T3 Covenant Regime T3 Covenant Regime Prepayment of Senior Debt


equal to at least the full

amount of the net proceeds

of disposals of the

Transaction Series falling

within paragraph (A) of the

definition of Permitted



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Transaction Series


immediately after




Certificate



Prepaid




7 Other Permitted Disposals Prepayment

Where a Permitted Disposal pursuant to paragraph (B)(i) or (B)(v) (in the latter case only

where the aggregate proceeds in any one calendar year have exceeded £4,000,000 in

respect of the Portfolio) only of the definition of Permitted Disposal has occurred, FinCo

undertakes that, following completion of such Permitted Disposal, it shall promptly deposit

the proceeds thereof into the Prepayments Account (and provided that, if such proceeds

are less than £4,000,000 in aggregate in respect of the Portfolio, they shall be deposited

into the Rent and General Account in accordance with the applicable provisions of the

Common Terms Agreement and the Obligor Cash Management Agreement, to which

deposited sums the remaining provisions of this Clause 7 (Other Permitted Disposals

Prepayment) do not apply). Thereafter it shall promptly deliver a notice of prepayment to

the Obligor Security Trustee and the Secured Participant Representatives, and upon the

expiry of 5 Business Days following the delivery of such notice, it shall mandatorily prepay

Senior Debt Obligations (provided that a prepayment of the Notes shall only occur on an

Interest Payment Date in respect of such Notes) in accordance with the Prepayment

Principles.

8 Prepayment Principles

In relation to all prepayments, whether mandatory or voluntary, of Senior Debt Obligations

undertaken by FinCo pursuant to the provisions of this Schedule, prior to the occurrence of

an Obligor Event of Default and service of an Enforcement Notice, the following provisions

will apply (being the “Prepayment Principles”):

8.1 The Obligors may not, when undertaking a voluntary or mandatory prepayment of any

Authorised Loan Facility under which there is more than one Authorised Loan Facility

Provider, choose to prepay one Authorised Loan Facility Provider thereunder only, without

prepaying the other Authorised Loan Facility Providers of that Authorised Loan Facility on a

pro rata and pari passu basis;

8.2 Subject to Clause 8.3 (Prepayment Principles) below, if, following any voluntary or

mandatory prepayment of any amount having been made in full, the T1 Covenant Regime

applies or would apply, then any such prepayment will be of Senior Debt Obligations

selected by FinCo in its sole discretion;

8.3 In relation to all prepayments of Senior Debt Obligations, whether mandatory or voluntary,

of amounts in aggregate less than £10,000,000, FinCo shall either (i) deposit such

amounts in the Prepayments Account and shall not withdraw such amounts until it has

deposited, together with such amounts already deposited in accordance with this Clause

8.3 (Prepayment Principles), an amount which in aggregate exceeds £10,000,000,

following which it shall make a prepayment in accordance with Clause 8.2 (Prepayment


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Principles) above or Clause 8.4 (Prepayment Principles) below as applicable, or (ii) prepay

such Senior Debt Obligations selected by FinCo in its sole discretion;

8.4 In relation to prepayments of Senior Debt Obligations, whether mandatory or voluntary,

which do not fall within Clause 8.2 (Prepayment Principles) above, of amounts in

aggregate greater than £10,000,000, any such prepayment must be undertaken by FinCo

of all Senior Debt Obligations in accordance with the following provisions (the amount

required to be applied in prepayment, being the “Prepayment Amount”):

8.4.1 The Prepayment Amount shall be applied to prepay or purchase Senior Debt

Obligations on a pari passu and Pro Rata Basis across all Senior Debt Obligations,

subject to the following provisions:

(i) In respect of Senior Debt Obligations which constitute an Authorised Loan,

the portion of the Prepayment Amount allocated to such Senior Debt

Obligations shall be applied in or towards prepayment of the Authorised

Loan at par;

(ii) In respect of Senior Debt Obligations which constitute an ICL Loan and the

corresponding Tranche of Notes, the portion of the Prepayment Amount

allocated thereto shall be applied in making a market offer to the holders of

all such Notes to purchase Notes at par (or, if less, the then-current market

price) on customary market terms, with any such Notes to be cancelled. In

the event that such offer is over-subscribed, Notes shall be purchased from

the accepting Noteholders on a pro rata basis according to their respective

nominal holding of Notes on the date the offer is made (“Scale-back”). In

the event that the offer is under-subscribed, the excess amount shall be

reapplied to prepay Senior Debt Obligations as set out in this Clause 8.4.1

(Prepayment Principles), but excluding Senior Debt Obligations which

constitute Notes; and

(iii) In respect of other Senior Debt Obligations (“Other Applicable Senior

Debt”), the portion of the Prepayment Amount allocated to such Other

Applicable Senior Debt shall be applied in prepayment or as an offer to

purchase at par (or, if less, the then-current market price) (as appropriate)

on customary market terms (the “Relevant Mechanic”). In the event that

the Relevant Mechanic produces the result that any such Other Applicable

Senior Debt does not accept prepayment (or rejects an offer to purchase as

the case may be) either in whole or in part (the “Declining Senior Debt”),

the relevant amount allocated to the Declining Senior Debt shall be re-

applied to prepay Senior Debt Obligations as set out in this Clause 8.4.1

(Prepayment Principles), but excluding the Declining Senior Debt.

8.4.2 If, following the application of Clause 8.4.1 (Prepayment Principles) above and the

prepayment of the other Senior Debt Obligations (other than the Notes) in full,

there remains an excess Prepayment Amount then such excess shall be promptly

deposited into a Defeasance Account, for application thereafter by FinCo in

accordance with Clause 3.15 (Defeasance Account) of Schedule 2 (Obligor Cash

Management Services) of the Obligor Cash Management Agreement for the

following purposes only (as certified by FinCo to the Obligor Security Trustee in a

certificate signed by two directors (one of whom is the finance director or chief

financial officer)):


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(i) in voluntary prepayment and early redemption of any ICL Loan and the

Notes of the associated Tranche, in accordance with Clause 4 (Voluntary

Prepayment) of this Schedule 4 (Prepayment Events and Principles),

including (for the avoidance of any doubt) payment of any Make-Whole

Amount applicable to such Tranche of Notes;

(ii) in making a market offer to the holders of Notes to purchase Notes at par

(or, if less, the then-current market price) on customary market terms, with

any such Notes to be cancelled;

(iii) in or towards the purchase price for any Permitted Acquisition, provided

that prior to the release of any such funds for this purpose, FinCo delivers

to the Obligor Security Trustee a certificate, signed by two directors (one of

whom is the finance director or chief financial officer) confirming that the

applicable Covenant Regime for the Security Group has been, for the

whole of the 12-month period preceding the date of delivery of such

certificate, and will following such Permitted Acquisition be the T1 Covenant

Regime; or

(iv) to repay and redeem any ICL Loan and the Notes of the associated

Tranche at their Expected Maturity Date.

8.5 All prepayments shall be made at par (or such lesser price as is permitted by Clauses

8.4.1 and 8.4.2 (Prepayment Principles) above), together with accrued interest on the

amount prepaid and, subject to any Break Costs or Make-Whole Amount, without

additional premium or penalty.

8.6 FinCo shall only be obliged to pay a Make-Whole Amount, if the same is expressly

provided for under the terms of any Authorised Finance Facility, pursuant to a prepayment

undertaken in accordance with Clause 4 (Voluntary Prepayment) of this Schedule 4

(Prepayment Events and Principles).

9 Payment of Repayment Costs upon Prepayment of Senior Debt Obligations

In relation to all prepayments of Senior Debt Obligations made pursuant to this Schedule 4

(Prepayment Events and Principles), FinCo undertakes that it will, upon the date of any

such prepayment, make payment in full of any associated Repayment Costs, provided that

any amount of Repayment Costs as constitute amounts reserved in the

Disposal/Withdrawal Deposit Account pursuant to Clause 15(f) (Hedging) of Schedule 2

(Covenants), Part 3 (General Covenants) shall be paid by FinCo in accordance with the

relevant provisions of Clause 3.4 (Disposal/Withdrawal Deposit Account) of Schedule 2

(Obligor Cash Management Services) of the Obligor Cash Management Agreement at any

time during the period during which it is permitted to take action to address its non-

compliance with the Overhedging Limit pursuant to Clause 15(c) (Hedging) of Schedule 2

(Covenants), Part 3 (General Covenants).


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Schedule 5

Obligor Events of Default

Each of the events set out in this Schedule 5 (Obligor Events of Default) is an Obligor Event of

Default.

1 Non-payment

An Obligor does not pay on the due date any amount payable by it under any Finance

Document to which it is a party in the manner required under such documents other than

where such failure to pay is caused by an administrative or technical error and such

payment is made within 3 (three) Business Days of the due date.

2 Breach of Financial Covenants

(a) The LTV as stated in the Compliance Certificate produced in respect of any

Calculation Date is greater than 80%, or the Pro Forma LTV stated in a

Compliance Certificate (Post-Forfeiture) is greater than 80%; or

(b) the Historical ICR as stated in the Compliance Certificate produced in respect of

any Calculation Date is less than 1.25:1, or the Pro Forma Projected ICR stated in

a Compliance Certificate (Post-Forfeiture) is less than 1.25:1.

((a) and (b) each being a “Financial Covenant Ratio Level”), provided that it will not be

an Obligor Event of Default under this Clause 2 (Breach of Financial Covenants) where a

Cure Right is exercised within 14 Business Days of the date of such Compliance

Certificate or Compliance Certificate (Post-Forfeiture) as the case may be.

3 Breach of Covenants relating to Negative Pledge, Conduct of Business and

Permitted Business

(a) An Obligor does not comply with the covenants at Clauses 4 (Conduct of business)

or 8 (Negative pledge) of Schedule 2 (Covenants), Part 3 (General Covenants) of

this Agreement which, except where such non-compliance is not capable of

remedy, is not remedied within 30 days of the earlier of (i) the Obligor Security

Trustee giving notice to the relevant Obligor of such breach, or (ii) the relevant

Obligor becoming aware of its failure to comply; or

(b) An Obligor does not comply with the covenants at Clause 1 (Restricted Business)

of Schedule 2 (Covenants), Part 3 (General Covenants) of this Agreement which,

except where such non-compliance is not capable of remedy, is not remedied

within 20 days of the earlier of (i) the Obligor Security Trustee giving notice to the

relevant Obligor of such breach, or (ii) the relevant Obligor becoming aware of its

failure to comply.

4 Breach of the Tax Deed of Covenant

4.1 The occurrence of a Retrospective De-REITing Event of Default as provided for in Clause

5.6 (Tax liabilities on leaving the REIT regime) of the Tax Deed of Covenant.

4.2 The Covenantor does not comply with the covenants at Clause 3 (Representations and

Covenants by the Covenantor) of the Tax Deed of Covenant.

4.3 FinCo does not transfer to the Tax Reserve Account an amount identified in a Relevant Tax

Liability Certificate (as defined in Clause 8.1 (Acquisitions and Disposals) of the Tax Deed


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of Covenant) and required to be reserved pursuant to Clause 8.2 (Acquisitions and

Disposals) of the Tax Deed of Covenant

5 Breach of other obligations

An Obligor does not comply with any term of any covenant or undertaking in this

Agreement or any other Finance Document (other than as referred to in Clauses 1 (Non-

payment) to 4 (Breach of the Tax Deed of Covenant) above or Clause 10.10.2 (Application

of FATCA) of the Initial Authorised Loan Facility Agreement) which, except where such

non-compliance is not capable of remedy, is not remedied within 30 days of the earlier of

(i) the Obligor Security Trustee giving notice to the relevant Obligor of such breach, or (ii)

the relevant Obligor becoming aware of its failure to comply.

6 Misrepresentation

A representation or warranty made or repeated by an Obligor in this Agreement or in any

document delivered by or on behalf of any Obligor under any Finance Document is

incorrect or misleading in any material respect when made or deemed to be repeated,

unless the circumstances giving rise to the misrepresentation:

(a) are capable of remedy; and

(b) are remedied within 30 days of the earlier of (i) the Obligor Security Trustee giving

notice to the relevant Obligor of such breach, or (ii) the relevant Obligor becoming

aware of its failure to comply,

save that this paragraph 6 shall not apply to Clause 10.10.1 (Application of FATCA) of the

Initial Authorised Loan Facility Agreement.

7 Cross-default

Any of the following occurs in respect of one or more Obligors:

(a) any Financial Indebtedness is not paid when due after the expiry of any originally

applicable grace period; or

(b) any Financial Indebtedness in an aggregate amount exceeding £1,000,000:

(i) is declared to be or otherwise becomes due and payable prior to its

specified maturity; or

(ii) any commitment for such Financial Indebtedness is cancelled or

suspended;

(iii) any creditor of any Obligor becomes entitled to declare such Financial

Indebtedness due and payable prior to its specified maturity or is otherwise

placed on demand,

in each case, as a result of an event of default (howsoever described) or an

Termination Event (as defined in each Hedging Agreement).

8 Insolvency

An Insolvency Event occurs in respect of one or more Obligors.

9 Unlawfulness and invalidity

Any of the following occurs in respect of one or more Obligors:


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(a) (i) it becomes unlawful to perform any of its obligations under the Finance

Documents, or (ii) any Obligor Security Document does not (or ceases to) create

the Security Interests it purports to create (subject to the Reservations);

(b) any of its obligations under any Finance Documents are not or cease to be legal,

valid, binding or enforceable (subject to the Reservations); and

(c) an Obligor repudiates a Finance Document or evidences an intention to repudiate

a Finance Document.

10 Material Proceedings

Any litigation, arbitration, administration, or other proceedings occurs:

(a) concerning or arising in consequence of the Finance Documents, which is

reasonably likely to be adversely determined, and if adversely determined could

reasonably be expected to have a Material Adverse Effect; or

(b) which have been started in relation to the Security Group's business activities

which is reasonably likely to be adversely determined, and if adversely determined

could reasonably be expected to have a Material Adverse Effect.


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Schedule 6

Cure Rights

1 No Obligor Event of Default under Clause 2 (Breach of Financial Covenants) of Schedule 5

(Obligor Events of Default) shall continue to occur if within, 14 (fourteen) Business Days of

the delivery of the relevant Compliance Certificate or Compliance Certificate (Post-

Forfeiture) evidencing a breach if:

(a) in relation to an Obligor Event of Default under Clause 2(b) (Breach of Financial

Covenants):

the Obligors shall have procured that Additional Contributions in the form of

cash are made which, when any cash has been deposited in the

Deposit/Cure Account, applied in the acquisition of Eligible Investments

and/or applied in the prepayment of Senior Debt Obligations in accordance

with the Prepayment Principles, would result in the immediately preceding

Compliance Certificate or Compliance Certificate (Post-Forfeiture) (if such

Compliance Certificate or Compliance Certificate (Post-Forfeiture) was to

be reissued) confirming that there was no breach of the Historical ICR or

Pro Forma Projected ICR (as the case may be), provided that for the

purposes of calculating the Historical ICR or Pro Forma Projected ICR (as

the case may be) in such Compliance Certificate or Compliance Certificate

(Post-Forfeiture), the deposit of the relevant cash in the Deposit/Cure

Account and/or the prepayment of the Senior Debt Obligations and/or the

application of the interest on the Deposit/Cure Account and/or the income

from the Eligible Investments shall be deemed to have occurred at the

beginning of the Calculation Period to which the Compliance Certificate

relates, or prior to the date of the Compliance Certificate (Post-Forfeiture)

as the case may be;

(b) in relation to an Obligor Event of Default under Clause 2(a) (Breach of Financial

Covenants):

(i) the Obligors shall have procured that Additional Contributions in the form of

cash are made; and/or

(ii) the Obligors shall have procured that Additional Contributions in the form of

additional Eligible Properties to the Portfolio are made including (for the

avoidance of doubt) in cash for application towards the purchase price of

Eligible Properties referred to in paragraph (b)(i) above (subject to provision

of the document, any certificates and other evidence required pursuant to

paragraph (A) of the definition of Permitted Acquisition),

which, when any cash has been applied in the prepayment of Senior Debt

Obligations in accordance with the Prepayment Principles or has been put on

deposit in the Deposit/Cure Account and deducted from the Net Debt, would result

in the immediately preceding Compliance Certificate or Compliance Certificate

(Post-Forfeiture) (if such Compliance Certificate or Compliance Certificate (Post-

Forfeiture) was to be reissued) confirming that there was no breach of the

transaction LTV, provided that for the purposes of calculating the transaction LTV in

such Compliance Certificate or Compliance Certificate (Post-Forfeiture), the

prepayment of the Senior Debt Obligations and/or the deposit of the relevant cash

in the Deposit/Cure Account, shall be deemed to have occurred at the beginning of


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the Calculation Period to which the Compliance Certificate relates, or prior to the

date of the Compliance Certificate (Post-Forfeiture) as the case may be,

and in each case, the Obligors shall have delivered to the Obligor Security Trustee a

Compliance Certificate or Compliance Certificate (Post-Forfeiture) evidencing to the

satisfaction of the Obligor Security Trustee, after taking into account the Additional

Contributions and/or the prepayments of the Senior Debt Obligations which have been

made, that the relevant Obligor Event of Default is no longer continuing, the mechanism

described in Clauses (a) and (b) above being a “Cure Right”.

2 Following the exercise of a Cure Right, no breach of the Financial Covenant and no

Obligor Event of Default shall be deemed to have occurred but for the avoidance of doubt

an Obligor Event of Default will have occurred and be continuing prior to the exercise of a

Cure Right (although, for the avoidance of doubt, no Enforcement Action may be taken

during this period).

3 A Cure Right exercised under Clause 1(a) above may not be exercised in respect of any

two consecutive Calculation Dates, or more frequently than four times in any five year

period. A Cure Right exercised under Clause 1(b) above may be exercised on unlimited

occasions.


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Schedule 7

Part 1

Obligor Pre-Enforcement Priority of Payments

On any Business Day (or, in the case of any payment stated below to be made on any particular

date, on such date), and subject always to the Initial Issue Escrow Arrangements, the Obligor

Cash Manager shall instruct the Obligor Account Bank to make such payments or provide for such

payments from the Income and other Available Funds standing to the credit of the Rent and

General Account on such day as are required to ensure compliance with the Obligor Pre-

Enforcement Priority of Payments below:

(c) (a)first, in transfer to the Opex Accounts of all Non-Rental Income and other amounts

necessary to pay Operating Expenses of the Security Group;

(d) (b)second, pro rata and pari passu according to the respective amounts thereof, in or

towards satisfaction of payment:

(i) of any fees (including without limit, legal fees), other remuneration and indemnity

payments (if any), costs, claims, disbursements, charges, expenses, liabilities and

any other amounts (including any VAT thereon) due and payable to the Obligor

Security Trustee and any agent, attorney or delegate; and

(ii) to the Issuer of an amount equal to any fees (including without limit, legal fees),

other remuneration and indemnity payments (if any), costs, claims, disbursements,

charges, expenses, liabilities and any other amounts (including any VAT thereon)

due and payable to the Issuer Trustee and any agent, attorney or delegate;

(e) (c)third, pro rata and pari passu according to the respective amounts thereof, in or towards

satisfaction of payment of any Tax liabilities of the Security Group (and for the avoidance of

doubt, no amount shall be paid out under this paragraph (c) to fund any amounts required

to be reserved in the Tax Reserve Account pursuant to the Tax Deed of Covenant);

(f) (d)fourth, pro rata and pari passu according to the respective amounts thereof, in or

towards satisfaction of payment of fees (including without limit, legal fees), other

remuneration and indemnity payments (if any), costs, claims, disbursements, charges,

expenses, liabilities and any other amounts (including any VAT thereon) owing to:

(i) the Obligor Account Bank;

(ii) the Obligor Cash Manager;

(iii) any Authorised Loan Facility Agent fees, and equivalent fees and expenses of the

Issuer; and

(iv) to the Issuer in payment on any Business Day in respect of the Ongoing Facility

Fee of an amount equal to any liability of the Issuer to costs and expenses under

Clauses (i), (iii), (iv) and (v) of the Issuer Pre-Enforcement Priority of Payments;

(g) (e)fifth, pro rata and pari passu according to the respective amounts thereof, in or towards

satisfaction of payment of fees (including without limit, legal fees), other remuneration and

indemnity payments (if any), costs, claims, disbursements, charges, expenses, liabilities

and any other amounts (including any VAT thereon) owing to:

(i) the Property Administrators; and

(ii) the Property Manager (if appointed);


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(h) (f)sixth, in or towards satisfaction of payment of fees (including without limit, legal fees),


charges, liabilities and any other amounts (including any VAT thereon) owing to the

Liquidity Facility Provider (other than any Liquidity Facility Subordinated Amount as

provided under Clause (k) below);

(i) (g)seventh, on or before each Trap Date, to transfer to the Debt Service Account:

(i) the full amount of scheduled interest, fees, expenses and other amounts (including

any VAT thereon) (other than payments of principal) due on the Senior Debt

Obligations, together with any scheduled amounts due to a Hedge Counterparty

which are not Hedge Subordinated Amounts subordinated under Clause (l) below,

each due on any Interest Payment Dates falling prior to the next Trap Date, other

than any such amounts as are to be funded by a net payment to FinCo by a Hedge

Counterparty under a Hedging Agreement on or prior to any such Interest Payment

Date (which amounts shall be deposited directly into the Debt Service Account in

accordance with Clause 3.2.1(iv) (Debt Service Account) of Schedule 2 (Obligor

Cash Management Services) of the Obligor Cash Management Agreement), and to

the extent not covered by amounts already standing to the credit of the Debt

Service Account by virtue of (ii) below; and

(ii) in respect of any Trap Date and accrued interest on Senior Debt Obligations as at

such date but which does not fall due for payment prior to the next Trap Date, the

amount of such accrued interest,

and no payments may be made to items ranking below this Clause (g) during any Trap

Period, from Rental Income received during that Trap Period, until this transfer has been

made;

(j) (h)eighth, on or before each Trap Date, to transfer to the Debt Service Account, the full

amount of any scheduled payment, or mandatory or voluntary prepayment, of the principal

amount of Senior Debt Obligations due on any Interest Payment Dates falling prior to the

next Trap Date other than any such amounts as are to be funded by a net payment to

FinCo by a Hedge Counterparty under a Hedging Agreement on or prior to any such

Interest Payment Date (which amounts shall be deposited directly into the Debt Service

Account in accordance with Clause 3.2.1(iv) (Debt Service Account) of Schedule 2 (Obligor

Cash Management Services) of the Obligor Cash Management Agreement), or by a

Drawdown under an Authorised Finance Facility on or prior to any such Interest Payment

Date (which amounts shall be deposited directly into the Debt Service Account in

accordance with Clause 3.2.1(v) (Debt Service Account) of Schedule 2 (Obligor Cash

Management Services) of the Obligor Cash Management Agreement), (to the extent not

covered by amounts already standing to the credit of the Disposal/Withdrawal Deposit

Account, Prepayments Account, Deposit/Cure Account or Defeasance Account and

earmarked for the prepayment of Senior Debt Obligations pursuant to Schedule 4

(Prepayment Events and Principles) of this Agreement), together with any unscheduled

amounts (including any Early Termination Amount, as defined in the applicable Hedging

Agreement) due to any Hedge Counterparty which is not a Hedge Subordinated Amount

subordinated under Clause (l) below, and to the extent not already covered by amounts

already standing to the credit of the Debt Service Account. No payments may be made to

items ranking below this Clause (h) during any Trap Period, from Rental Income received

during that Trap Period, until this transfer has been made;


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(k) (i)ninth, on each Trap Date, to transfer to the Liquidity Account in an amount up to the then-

applicable Liquidity Reserve Required Amount. No payments may be made to items

ranking below this Clause (i) during any Trap Period, from Rental Income received during

that Trap Period, until this transfer has been made;

(l) (j)tenth, only following completion of the transfers referred to in paragraphs (g), (h) and (i)

above, pro rata and pari passu in or towards satisfaction of payment of any and all other

amounts due to the Finance Parties under the Finance Documents;

(m) (k)eleventh, only following completion of the transfers referred to in paragraphs (g), (h) and

(i) above, in or towards satisfaction of any payment due or overdue to the Liquidity Facility

Provider under the Liquidity Facility Agreement which arises as a result of the default of the

Liquidity Facility Provider;

(n) (l)twelfth, only following completion of the transfers referred to in paragraphs (g), (h) and (i)

above, pro rata and pari passu in or towards satisfaction of any Hedge Subordinated

Amounts;

(o) (m)thirteenth, only following completion of the transfers referred to in paragraphs (g), (h)

and (i) above, pro rata and pari passu according to the respective amounts thereof, in or

towards satisfaction of any payment due or overdue of interest payable on Third Party

Unsecured Financial Indebtedness;

(p) (n)fourteenth, only following completion of the transfers referred to in paragraphs (g), (h)

and (i) above, pro rata and pari passu according to the respective amounts thereof, in or

towards satisfaction of any payment due or overdue of principal of Third Party Unsecured

Financial Indebtedness;

(q) (o)fifteenth, following payment of, or provisioning for, the amount falling due or accruing

during a Trap Period under paragraphs (a) to (n) above, when the T3 Covenant Regime

applies only, a transfer of all remaining cash to the Debt Service Account for application in

accordance with Clause 2 (T3 Covenant Regime Cash Sweep Prepayment) of Schedule 4

(Prepayment Events and Principles) of this Agreement; and

(r) (p)sixteenth, following payment of, or provision for, the amounts falling due or accruing

during a Trap Period under paragraphs (a) to (o) above, save where the T3 Covenant

Regime applies, and only to the extent permitted by the Finance Documents, in payment of

any Restricted Payment.


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Schedule 7

Part 2

Obligor Post-Enforcement Priority of Payments

Following the delivery of an Obligor Enforcement Notice, all monies received or recovered by the

Obligor Security Trustee (or the Receiver or any delegate appointed by the Obligor Security

Trustee) in respect of any Finance Document, the Security and the guarantees held by the Obligor

Security Trustee, other than (i) any Excess Hedge Collateral, which shall be applied in accordance

with the provisions of Clause 3.5.2(ii) (Hedge Collateral Accounts) of Schedule 2 (Obligor Cash

Management Services) of the Obligor Cash Management Agreement, (ii) any amounts standing to

the credit of the Defeasance Account, which shall be applied in repayment on a pro rata and pari

passu basis of, first, accrued but unpaid interest and, second, the principal amount outstanding of

the outstanding ICL Loans and the associated Tranches of Notes, (iii) any amount standing to the

credit of the Liquidity Account from any Standby Drawing under a Liquidity Facility (which shall be

returned to the relevant Liquidity Facility Provider) and (iv) any amounts standing to the credit of

the Restricted Payment Account, which shall be paid to such account of a Non-Restricted Group

Entity as FinCo may direct, shall be applied (to the extent that it is lawfully able to do so) by or on

behalf of the Obligor Security Trustee or, as the case may be, any Receiver or any delegate

appointed by the Obligor Security Trustee, in accordance with the following Obligor Post-

Enforcement Priority of Payments:

(a) first, pro rata and pari passu according to the respective amounts thereof, in or towards

satisfaction of payment:

(i) of any fees (including without limit, legal fees), other remuneration and indemnity

payments (if any), costs, claims, disbursements, charges, expenses, liabilities and

any other amounts (including any VAT thereon) due and payable to the Obligor

Security Trustee or any agent, attorney, delegate or receiver appointed by the

Obligor Security Trustee; and

(ii) to the Issuer of an amount equal to any fees (including without limit, legal fees),


charges, expenses, liabilities and any other amounts (including any VAT thereon)

due and payable to the Issuer Trustee or any agent, attorney, delegate or receiver

appointed by the Issuer Trustee;

(b) second, in transfer to the Opex Accounts of amounts as required to pay Operating

Expenses of the Security Group;

(c) third, pro rata and pari passu according to the respective amounts thereof, in or towards

satisfaction of payment of fees (including without limit, legal fees), other remuneration and

indemnity payments (if any), costs, claims, disbursements, charges, expenses, liabilities

and any other amounts (including any VAT thereon) owing to:

(i) the Obligor Account Bank;

(ii) the Obligor Cash Manager;

(iii) any Authorised Loan Facility Agent fees; and

(iv) to the Issuer in payment in respect of the Ongoing Facility Fee of an amount equal

to any liability of the Issuer to costs and expenses under Clauses (i) and (ii) of the

Issuer Post-Enforcement Priority of Payments;


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(d) fourth, pro rata and pari passu according to the respective amounts thereof, in or towards

satisfaction of payment of any fees (including without limit, legal fees), other remuneration

and indemnity payments (if any), costs, claims, disbursements, charges, expenses,

liabilities and any other amounts (including any VAT thereon) owing to:

(i) the Property Administrators; and

(ii) the Property Manager (if any);

(e) fifth, in or towards satisfaction of payment of any fees (including without limit, legal fees),


charges, expenses, liabilities and any other amounts (including any VAT thereon) owing to

the Liquidity Facility Provider (other than Liquidity Facility Subordinated Amounts as

provided under Clause (j) below);

(f) sixth, pro rata and pari passu according to the respective amounts thereof, in or towards

satisfaction of interest, fees and all other amounts (other than payments of principal) due in

respect of the Senior Debt Obligations and scheduled amounts due to a Hedge

Counterparty in respect of the Hedging Agreements (other than any Hedge Subordinated

Amount);

(g) seventh, pro rata and pari passu according to the respective amounts thereof, in or

towards satisfaction of the principal amount due in respect of the Senior Debt Obligations

and unscheduled amounts (including any Early Termination Amount, as defined in the

applicable Hedging Agreement) due to a Hedge Counterparty in respect of the Hedging

Agreements (other than any Hedge Subordinated Amount);

(h) eighth, pro rata and pari passu, in or towards satisfaction of payment of any and all other

amounts due to the Finance Parties under the Finance Documents;

(i) ninth, pro rata and pari passu according to the respective amounts thereof, in or towards

satisfaction of payment of any Tax liabilities of the Security Group;

(j) tenth, in or towards satisfaction of any payment due or overdue to the Liquidity Facility

Provider under the Liquidity Facility Agreement which arises as a result of the default of the

Liquidity Facility Provider;

(k) eleventh, pro rata and pari passu, in or towards satisfaction of any Hedge Subordinated

Amount;

(l) twelfth, pro rata and pari passu according to the respective amounts thereof, in or towards

satisfaction of any payment due or overdue of interest payable on Third Party Unsecured


(m) thirteenth, pro rata and pari passu according to the respective amounts thereof, in or

towards satisfaction of any payment due or overdue of principal of Third Party Unsecured


(n) fourteenth, in payment of any excess to FinCo or as it shall direct.


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Schedule 8

Insurance Proceeds

1 Definition

In this Schedule 8 (Insurance Proceeds), “Insurance Proceeds” means any proceeds in

respect of any claim received by any member of the Security Group under or pursuant to

any insurance policy (or equivalent) after the date of this Agreement, after deduction of:

(a) any reasonable expenses (including legal fees) which are incurred by any member

of the Security Group with respect to that claim to persons who are not members or

Affiliates of the Security Group; and

(b) any Tax arising in respect of the Insurance Proceeds and required to be paid or

reserved for pursuant to the provisions of the Tax Deed of Covenant by any

member of the Security Group (where such tax is required to be paid, as

reasonably determined by the relevant member of the Security Group on the basis

of existing rates and taking into account any available credit, and where such Tax is

required to be reserved, as determined in accordance with the Tax Deed of

Covenant),

but excluding any proceeds of any claim:

(a) in relation to third party liabilities that are actually applied or to be applied to meet

such liabilities;

(b) paid directly by any insurer to a third party claimant;

2 Application of Insurance Proceeds

2.1 The Obligors will, subject to obtaining the Obligor Security Trustee’s consent (acting in

accordance with the STID) (not to be unreasonably withheld) apply Insurance Proceeds as

follows:

(a) subject to any contrary obligations under the relevant Obligor's leasehold or other

interest in the Property, any relevant provisions of the insurance policy, and

provisions of applicable law, any proceeds of a claim relating to reinstatement

value and exceeding £1,000,000 (subject to Indexation) will be deposited into the

Insurance Proceeds Account for application by FinCo towards reinstatement of the

relevant Property, provided that if the same have not been committed, within a

period of 3 years of the date of the event leading to a claim, to be applied towards

reinstatement, they shall be applied by FinCo towards prepayment of Senior Debt

Obligations in an amount sufficient to achieve the T1 Covenant Regime being in

effect (or, if the same cannot be achieved by application of the full proceeds of

claim, then by application of the full amount of such proceeds towards prepayment

of the Senior Debt Obligations) in accordance with the Prepayment Principles;

(b) the proceeds of a claim relating to loss of Rental Income (whatever the amount)

will be deposited into the Rent and General Account promptly following receipt for

application by FinCo in accordance with the Obligor Pre-Enforcement Priority of

Payments; and

(c) the proceeds of a claim under any other risks policy (net of tax) shall be applied by

the relevant Obligor in or towards the relevant insured liability.


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Schedule 9

Form of Investor Report

INTU (SGS) FINANCE PLC

Report circulation date

Calculation date

Unless specified otherwise, all data as of

Contact Information

Obligor Security Trustee

HSBC Corporate Trustee Company (UK) Ltd.

8 Canada Square

London

E14 4BB

Issuer

Intu (SGS) Finance plc

35 Great St. Helen's

London, EC3A 6AP

EC3A 6AP

Key Data (calculated pursuant to the bi-annual covenant test dated [●])

Overall LTV

Historical EBITDA

Historical Interest Charges

Historical ICR

Gross leverage

Operational Tier Level for Previous Period

Operational Tier Level for Forthcoming Period

Any EoD outstanding

Any covenant breach outstanding

Debt Information

Bond debt Class A [Class B] [Class C]

ISIN

Issuance Date

Expected Maturity Date

Legal Final Maturity Date

Original Rating(s)


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Bond debt Class A [Class B] [Class C]

Standard & Poor's

Current Rating(s)

Standard & Poor's

Ratings watch

Date changed

Interest basis (fixed / floating)

Interest periods

Amortisation Type

Accrual Method

Original Principal Balance

Opening Principal Balance

Principal payments in last quarter

Scheduled Principal

Repayments

Unscheduled Principal

Repayments

Closing Principal Balance

Interest payments in last quarter

Date

Coupon

Payment

Scheduled principal repayments in

forthcoming quarter

Interest payments in forthcoming

quarter

Date

Coupon

Payment

Other secured debt Opening

Balance

Prepayments Closing

Balance

Maturity

Date

Loan 1 [Bridge]


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Other secured debt Opening

Balance

Prepayments Closing

Balance

Maturity

Date

Loan 2 [Core bank loan]

[Any other outstanding senior debt]

Unsecured debt

Amounts outstanding under UD Headroom

Test

Maximum

£45m / 2%

ATCV

Cash balances

Portfolio information

Number of shopping centres in portfolio

Portfolio changes in previous period Asset name Valuation Commentary

Acquisitions

Disposals

Withdrawals

Debt prepayment requirements following

portfolio changes in previous quarter

[Commentary]

Amount reserved pending prepayment /

reinvestment

[Commentary]

Most recent valuations Date of

Most

Recent

Valuation

Market

Value

Percenta

ge of

Market

Value

Net Initial

Yield

Normal

Equivalen

t Yield

Name of

Valuer

Lakeside

Braehead

Harlequin

Victoria Centre

[Any additional

centres]

Total Collateral Value

attributable to SCs


Attributable to Developments


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Date per property at period

close (where relevant for

previous 12 months)

Portfolio Lakeside Braehead Harlequin Victoria

Centre

[Other]

Tenure

Total area

Current net income

ERV

Net rental income

Vacancy (% of ERV)

Number of Leases

Lease term

unexpired / WARLT

Footfall

Portfolio Lease Expiry Profile

Year of Expiration

Number

of retail

leases

expiring

Expiring

area

Percenta

ge of total

let area

Passing

rent

Percenta

ge of total

passing

rent

Cumulati

ve %age

of total

passing

rent

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025+


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Portfolio Tenant

Concentration

Number of

units

Passing

rent

Percentag

e of

passing

rent

Cumulative

percentage

of passing

rent

Percentag

e of total

area let

Cumulative

percentage

of total

area let

Average

WARLT

Details of any tenants in

administration

Rent reviews outstanding

Developments

Percentage of Total Collateral Value

attributable to Developments

Max 15% T1, 10% T2 /

T3

Asset Criteria

Number of Prime Shopping Centres

(PSC)

Minimum 4

Number of PSCs in Major City or

Regional SC with min 1.4m sq ft

Minimum 1, OR

Number of PSCs in Major City or

Regional SC with min 1.0m sq ft

Minimum 2

Percentage of ATCV attributable to

Eligible JV Interests

Maximum 25%

Percentage of ATCV attributable to

PSC with Primary Catchment Area

that is a Sub-Regional Centre

Maximum 25%

Regional Concentrations (by Market

Value, according to most recent

Valuation)

Maximum

London & South East N/A


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Asset Criteria

South 50%

South West 50%

Wales 50%

Midlands 50%

North West 50%

North East 50%

Scotland 50%

Northern Ireland 50%

Amount of any Asset Criteria

Adjustment

Adjusted Total Collateral Value

(ATCV)

Liquidity

Opening Closing

Liquidity Reserve Required Amount

Amount of Liquidity Facility

Contents of Liquidity Account

Liquidity availability shortfall

Interest outstanding on any liquidity facility drawing

Amount of Liquidity drawn this period

Amount of Liquidity Facility repaid this period

Amount of interest paid on Liquidity Facility this period

Key Providers

Ratings

Account Bank

Agent Bank, Principal Paying

Irish Paying Agent

Hedge Counterparties

Liquidity Facility Provider


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Other

Percentage of outstanding senior debt benefiting from

interest rate protection

Min 75%, max

110%

Any Prohibited Amount outstanding


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Schedule 10

Part 1

Form of Compliance Certificate

To: HSBC Corporate Trustee Company (UK) Limited as Obligor Security Trustee

From: Intu (SGS) Finco Limited as FinCo

Dated: [●]

Dear Sirs

Common Terms Agreement dated [●] 2013 (the “Common Terms Agreement”)

We refer to the Common Terms Agreement. This is a Compliance Certificate. Terms defined in the

master definitions agreement dated on or around the same date as the Common Terms

Agreement between, inter alia, the Obligor Security Trustee and FinCo have the same meaning

when used in this Compliance Certificate unless given a different meaning in this Compliance

Certificate.

(a) We confirm that, in respect of the preceding Calculation Period:

(i) The LTV is [●];

(ii) The Historical ICR is [●]; and

(iii) The applicable Covenant Regime is [●];

[To provide reasonable details of the calculations used to determine the LTV and Historical

ICR]

(b) [We confirm that [no][a] Default has occurred and is continuing unwaived.] [To give details

if a Default has occurred.]

(c) [We confirm that [no][a] credit downgrade has occurred or is expected to occur and is

continued unwaived] [To give details if a credit downgrade has occurred.]

(d) [To provide reasonable details of any Exceptional Items]

(e) [To provide reasonable details of compliance with the Asset Criteria and information in

relation to any haircuts applied due to the Asset Criteria Adjustment Mechanism]; and

(f) [To provide details of any Notes held by any Obligor or any Restricted Non-Group Entity

and the amount of such holding];

We confirm that the contents of the Compliance Certificate are true and accurate in all material

respects and not misleading, and have been reached in good faith on reasonable grounds after

careful consideration and enquiry by it in the context in which they were made and were consistent

with Applicable Accounting Principles and Good Industry Practice.

Signed


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UUUUUUUUUUU. UUUUUUUUUUUUUU

Director of FinCo Director of FinCo


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Part 2

Form of Compliance Certificate (Post-Forfeiture)

To: HSBC Corporate Trustee Company (UK) Limited as Obligor Security Trustee

From: Intu (SGS) Finco Limited as FinCo

Dated: [●]

Dear Sirs

Common Terms Agreement dated [●] 2013 (the “Common Terms Agreement”)

We refer to the Common Terms Agreement. This is a Compliance Certificate (Post-Forfeiture).

Terms defined in the master definitions agreement dated on or around the same date as the

Common Terms Agreement between, inter alia, the Obligor Security Trustee and FinCo have the

same meaning when used in this Compliance Certificate (Post-Forfeiture) unless given a different

meaning in this Compliance Certificate (Post-Forfeiture).

(a) We confirm that, on the assumption that the Material Headlease with the following details:

[●] is no longer owned by the applicable Obligor and has ceased to be part of the relevant

Property, the:

(i) Pro Forma LTV is [●];

(ii) Projected ICR; and

(iii) Pro Forma Projected ICR is [●],

and, accordingly, that from the date of this Compliance Certificate (Post-Forfeiture) the

applicable Covenant Regime is [●].

(b) We set out below reasonable details of the calculations used to determine the foregoing:

[●].

(c) To provide reasonable details of compliance with the Asset Criteria and information in

relation to any haircuts applied due to the Asset Criteria Adjustment Mechanism.

We confirm that the contents of the Compliance Certificate (Post-Forfeiture) are accurate in all

material respects and not misleading and have been reached in good faith on reasonable grounds

after careful consideration and enquiry by it in the context in which they were made and were

consistent with Applicable Accounting Principles and Good Industry Practice.

Signed

UUUUUUUUUUU. UUUUUUUUUUUUUU

Director of FinCo Director of FinCo


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Schedule 11

Conditions Precedent to be delivered by an Additional Obligor

1 An Accession Memorandum to the STID, the Master Definitions Agreement, the Tax Deed

of Covenant and this Agreement executed by the Additional Obligor in substantially the

form set out in Part C of Schedule 1 (Form of Accession Memorandum (Additional

Obligor)) to the STID, and the Obligor Security Accessions executed by the Additional

Obligor (together, the “Accession Memoranda”).

2 A copy of the constitutional documents of the Additional Obligor.

3 If applicable, a copy of a resolution of the board of directors of the Additional Obligor:

(i) approving the terms of, and the transactions contemplated by, the documents

specified in the Accession Memoranda and the Finance Documents to which it is a

party and resolving that it execute, deliver and perform the Accession Memoranda

and any other Finance Document to which it is party;

(ii) authorising a specified person or persons to execute the Accession Memoranda

and other Finance Documents to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all

other documents and notices to be signed and/or despatched by it under or in

connection with the Finance Documents to which it is a party.

4 A specimen of the signature of each person authorised by the resolution referred to in

Clause 3 above and who is intended to sign the documents.

5 A certificate of the Additional Obligor, signed by a director, confirming that the entry into

any guarantee or security in connection with its accession would not cause any guarantee,

security or similar limit binding on it to be exceeded.

6 A certificate of an authorised signatory of the Additional Obligor certifying that each copy

document listed in this Schedule 11 (Conditions Precedent to be delivered by an Additional

Obligor) is correct, complete and in full force and effect and has not been amended or

superseded as at a date no earlier than the date of the Accession Memoranda.

7 A certificate of solvency of each Additional Obligor (signed by a director of that Additional

Obligor).

8 If available, the latest audited financial statements of the Additional Obligor and, if not

available, the latest unaudited financial statements and management accounts of the

Additional Obligor.

9 The following legal opinions, each addressed to the Obligor Security Trustee, the

Arrangers, the Dealers, the Issuer Trustee, the Issuer and FinCo: a legal opinion of the

legal advisers to the Additional Obligor, as the case may be, in the jurisdiction of its

incorporation or, as the case may be, the jurisdiction of its Centre of Main Interest or

establishment or the jurisdiction of the governing law of that Finance Document (the

“Applicable Jurisdiction”) as to the law of the Applicable Jurisdiction and in such form

and with such content as the Obligor Security Trustee may reasonably require.


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10 If the proposed Additional Obligor is incorporated outside the UK, a certificate (signed by a

director) certifying either that (i) it has not registered one or more “establishments” (as that

term is defined in Part 12 of the Overseas Companies Regulations 2009) with the Registrar

of Companies; or (ii) it has such an establishment and specifying the name and registered

number under which it is registered with the Registrar of Companies.

11 In respect of any Additional Obligor, any Obligor Security Documents which are reasonably

required by the Obligor Security Trustee to be executed by the proposed Additional

Obligor.

12 Any notices or documents required to be given or executed under the terms of the Obligor

Security Documents in Clause 11 above at the date of its accession, including, without

limitation, original share certificates, stock transfer forms executed in blank as are required

to be delivered thereunder.

13 A copy of any other authorisation, consent, approval, resolution, licence, exemption, filing,

notarisation or registration or other document, opinion or assurance which the Obligor

Security Trustee reasonably considers to be necessary in connection with the accession of

the Additional Obligor.

14 Delivery of a tax opinion provided by an Approved Firm which demonstrates that the tax

position of such Additional Obligor and tax effect on the Security Group is not materially

adverse to the Security Group as a whole.

15 Delivery by such Additional Obligor of the documentation to the Obligor Security Trustee

required pursuant to the definition of “Permitted Acquisition” in the Master Definitions

Agreement.

16 Delivery by such Additional Obligor of such documentation and other evidence as is

reasonably requested by any Authorised Loan Facility Agent (for itself and on behalf of the

Authorised Loan Facility Providers) in order for each Authorised Loan Facility Provider to

carry out and be satisfied with the results of all necessary “know your customer” or other

similar checks under all applicable laws and regulations.

17 In relation to any Additional Obligor which is not incorporated in any of England and Wales,

Scotland, Isle of Man or Jersey, evidence in writing of the consent to such accession by the

Obligor Security Trustee acting in accordance with the STID (together with such supporting

documentation, including legal and/or tax opinions, as the Obligor Security Trustee may

reasonably request in order to permit it to give such consent).


A15735797 A18569624

103

Schedule 12

Financial Institutions

PART 1

INITIAL AUTHORISED LOAN FACILITY PROVIDERS

Name of Initial Authorised Loan Facility

Provider

Commitment

BANK OF AMERICA N.A. ACTING

THROUGH ITS LONDON BRANCH

£117,250,000

HSBC BANK PLC £117,250,000

UBS AG, LONDON BRANCH £117,250,000

PART 2

INITIAL HEDGE COUNTERPARTIES

Name of Initial Hedge Counterparties

BANK OF AMERICA N.A.

HSBC BANK PLC

UBS AG


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Signatories

The Issuer

SIGNED by SFM Directors Limited, as Director

for and on behalf of INTU (SGS) FINANCE PLC

By:

Name:

FinCo

INTU (SGS) FINCO LIMITED

By:

Director

Name:

SGS SPV

INTU (SGS) LIMITED

By:

Director

Name:

SGS HoldCo

INTU (SGS) HOLDCO LIMITED

By:

Director


A15735797 A18569624

105

Name:

Lakeside Co

INTU LAKESIDE LIMITED

By:

Director

Name:

Watford Co

INTU WATFORD LIMITED

By:

Director

Name:

Braehead Co 1

BRAEHEAD GLASGOW LIMITED

By:

Director

Name:

Braehead Co 2

BRAEHEAD PARK INVESTMENTS LIMITED

By:

Director

Name:


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Investments Co

INTU PROPERTIES INVESTMENTS LIMITED

By:

Director

Name:

Victoria Centre Co 1

VCP (GP) LIMITED

By:

Director

Name:

The Partnership

VCP (GP) LIMITED, general partner, for and on behalf of THE VICTORIA CENTRE

PARTNERSHIP

By:

Director

Name:


VCP NOMINEES NO. 1 LIMITED

By:

Director


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Name:


VCP NOMINEES NO. 2 LIMITED

By:

Director

Name:

Derby Parent 1

INTU DERBY LIMITED

By:

Director

Name:

Derby Parent 2

INTU DERBY 2 LIMITED

By:

Director

Name:

Derby Borrower

THE WILMSLOW (NO.3) LIMITED PARTNERSHIP by its general partner WILMSLOW (NO.3)

GENERAL PARTNER LIMITED

By:

Director


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Name:

Derby General Partner 1

WILMSLOW (NO.3) GENERAL PARTNER LIMITED

By:

Director

Name:

Derby Limited Partner 1

DERBY INVESTMENTS LIMITED PARTNERSHIP by its general partner DERBY INVESTMENTS

GENERAL PARTNER LIMITED

By:

Director

Name:

Derby General Partner 2

DERBY INVESTMENTS GENERAL PARTNER LIMITED

By:

Director

Name:


DERBY TRUSTEE NO. 1 LIMITED in its capacity as trustee of Intu Derby Jersey Unit Trust

By:

Director


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109

Name:

DERBY TRUSTEE NO. 2 LIMITED in its capacity as trustee of Intu Derby Jersey Unit Trust

By:

Director

Name:


DERBY TRUSTEE NO. 1 LIMITED in its capacity as trustee of the Midlands Shopping Centre

Jersey Unit Trust (No.1)

By:

Director

Name:

DERBY TRUSTEE NO. 2 LIMITED in its capacity as trustee of the Midlands Shopping Centre

Jersey Unit Trust (No.1)

By:

Director

Name:

Derby Nominee 1

W (NO.3) GP (NOMINEE A) LIMITED

By:

Director


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110

Name:

Derby Nominee 2

W (NO.3) GP (NOMINEE B) LIMITED

By:

Director

Name:

Derby Nominee 3

WILMSLOW (NO.3) (NOMINEE A) LIMITED

By:

Director

Name:

Derby Nominee 4

WILMSLOW (NO.3) (NOMINEE B) LIMITED

By:

Director

Name:

Chapelfield Borrower

THE CHAPELFIELD PARTNERSHIP by its general partner CHAPELFIELD GP LIMITED

By:

Director


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111

Name:

Chapelfield General Partner

CHAPELFIELD GP LIMITED

By:

Director

Name:

Chapelfield Limited Partner

CHAPELFIELD LP LIMITED

By:

Director

Name:

Chapelfield Nominee

CHAPELFIELD NOMINEE LIMITED

By:

Director

Name:

Property Administrators

INTU PROPERTY MANAGEMENT LIMITED

By:

Director

Name:


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112

INTU LAKESIDE PROPERTY MANAGEMENT LIMITED

By:

Director

Name:

INTU BRAEHEAD PROPERTY MANAGEMENT LIMITED

By:

Director

Name:

INTU WATFORD PROPERTY MANAGEMENT LIMITED

By:

Director

Name:

CHAPELFIELD PROPERTY MANAGEMENT LIMITED

By:

Director

Name:

Obligor Security Trustee

SIGNED by HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED

(in its capacity as Obligor Security Trustee)


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113

by an authorised signatory

Name:

Issuer Trustee

SIGNED by HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED

(in its capacity as Issuer Trustee)


Name:

Initial Authorised Loan Facility Providers

signed for and on behalf of


By:

Authorised Signatory

Name:

Title:

HSBC BANK PLC

By:


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114


Name:

UBS AG, LONDON BRANCH

By:

For and on behalf of UBS AG, London Branch

Name:

By:

For and on behalf of UBS AG, London Branch

Name:

Initial Authorised Loan Facility Agent

HSBC BANK PLC

By:


Name:

Initial Hedge Counterparties

signed for and on behalf of



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By:


Name:

Title:

HSBC BANK PLC

By:


Name:

UBS AG

By:

For and on behalf of UBS AG

Name:

By:

For and on behalf of UBS AG

Name:

Obligor Account Bank (in relation to the Collections Accounts)

SIGNED by HSBC BANK PLC

(in its capacity as Obligor Account Bank in relation to the Collections Accounts)



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Name:

Obligor Account Bank (in relation to the Obligor Accounts other than the Collections

Accounts)

SIGNED by HSBC BANK PLC

(in its capacity as Obligor Account Bank in relation to the Obligor Accounts other than the

Collections Accounts)


Name:

Obligor Cash Manager

INTU PROPERTIES PLC

By:

Director

Name:

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