3232 Brhdsc (Freeholdco) Limited

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ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES (WHETHER ACTUAL OR CONTINGENT AND WHETHER OWED JOINTYLY OR SEVERALLY OR IN ANY OTHER CAPACITY WHATSOEVER) OF THE CHARGOR TO ANY FINANCE PARTY UNDER E ACH FINANCE DOCUMENT

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THE FULL AND COMPLETE IMPLEMENTATION BY EACH OF BRAEHEAD PARK INVESTMENTS LIMITE D AND BRAEHEAD PARK RETAIL LIMITED OF TH EIR RESPECTIVE AND JOINT OBLIGATIONS AND OTHERS UNDERTAKEN BY BRAEHEAD PARK INVE STMENTS LIMITED AND BRAEHEAD PARK RETAIL LIMITED IN TERMS OF THE DEVELOPMENT AGR EEMENT ENTERED INTO BETWEEN BRAEHEAD PAR K INVESTMENTS LIMITED (THEREIN NAMED MAR KS AND SPENCER (BRAEHEAD) LIMITED), BRAE HEAD PARK RETAIL LIMITED (THEREIN NAMED J SAINSBURY (BRAEHEAD) INVESTMENTS LIMIT ED) AND CAPITAL SHOPPING CENTRES PLC (HE REINAFTER REFFERRED TO AS "CSC"), OF THE FIRST PART AND MARKS AND SPENCER P.L.C. AND J SAINSBURY PLC OF THE SECOND PART DATED 12TH OF JUNE 1995 AS AMENDED BY (I ) DEED OF VARIATION AMONG THE SAME PARTI ES DATED 26TH APRIL 1996 AND (II) DEED O F VARIATION THERETO AMONG THE SAME PARTI ES DATED 14TH DECEMBER 1998 AND SUBSEQUE NT DATE OR DATES HEREINAFTER REFERRED TO AS "THE DEVELOPMENT AGREEMENT" (WHICH D EFINITION SHALL INCLUDE ANY WRITTEN VARI ATIONS THERETO AGREED BY ALL THE PARTIES ) OR THE ACHIEVEMENT BY ANY SUCCESSOR OF BRAEHEAD PARK INVESTMENTS LIMITED AND B RAEHEAD PARK RETAIL LIMITED OF THE CENTR E OPENING DATE BY THE LONG STOP DATE ON THE SAME TERMS MUTATIS MUTANDIS AS PROVI DED IN THE DEVELOPMENT AGREEMENT; AND (I I) THE FULL AND COMPLETE IMPLEMENTATION BY CSC OF ITS OBLIGATIONS TO MARKS AND S PENCER P.L.C. AND J SAINSBURY PLC UNDER THE DEVELOPMENT AGREEMENT GUARANTEEING A CHIEVEMENT OF THE CENTRE OPENING DATE BY THE LONG STOP DATE; AND (III) THE SUMS REFERRED TO IN A VARIATION (SIX) (B) OF THE STANDARD SECURITY: WHICH READS:- FOR THE AVOIDANCE OF DOUBT, THE WHOLE COSTS PROPERLY INCCURED BY MARKS AND SPENCER P.L.C. AND J SAINSBURY PLC! IN EXERCISIN G THEIR! RIGHTS UNDER STANDARD CONDITION 10 (AS VARIED BY VARIATION (SIX) (A) HE REOF) (INCLUDING WITHOUT PREJUDICE TO TH E FOREGOING GENERALITY THE WHOLE CONSTRU CTION COSTS INCURRED BY MARKS AND SPENCE R P.L.C. AND J SAINSBURY PLC! IN CARRYIN G OUT OF THE WORKS SHOULD MARKS AND SPEN CER P.L.C. AND J SAINSBURY PLC! ELECT TO DO SO) CONSTITUTE SUMS SECURED BY THIS STANDARD SECURITY.

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