MEADOWHALL SHOPPING CENTRE PROPERTY HOLDINGS LIMITED

Security agreement

Created on 28 Mar 2002

Delivered on 10 Apr 2002

Status fully-satisfied

Persons Entitled

Capita Irg Trustees Limited in Its Capacity as Secured Note Trustee (The "Trustee") as Trusteefor, Inter Alios, the Secured Noteholders

Amount Secured

All monies due or to become due from the borrower to the borrower secured parties under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

To all the companys right title and interest in and to the collateral being all stocks shares and securities. See the mortgage charge document for full details.

Transactions

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A share charge deed (the "holdings share charge deed") dated 5TH december 2001 entered into by holdings and capita irg trustees limited acting as trustee for meadowhall shopping centre limited (the "property company") pursuant to the terms of the holdings share charge deed (the "share charge trustee")

Created on 05 Dec 2001

Delivered on 18 Dec 2001

Status fully-satisfied

Persons Entitled

Capita Irg Trustees Limited as Share Charge Trustee and All Other Persons or Companies for Thetime Being Acting as Share Charge Trustee or Share Charge Trustees

Amount Secured

All monies due or to become due from the company to the chargee under clause 7(3) c of the tax deed of covenant

Short Particulars

All the shares and all securities and rights accruing therefrom. See the mortgage charge document for full details.

Transactions

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A security deed (the "intra-group subordinated loan a security deed") dated 5TH december 2001 entered into by, holdings and capita irg trustees limited as trustee for meadowhall shopping centre limited (the "property company") pursuant to the terms of the intra group subordinated loan a security deed

Created on 05 Dec 2001

Delivered on 18 Dec 2001

Status fully-satisfied

Persons Entitled

Capita Irg Trustees Limitedand All Other Persons or Companies for the Timebeing Acting as Loan Charge Trustee or Loan Charge Trustees

Amount Secured

All monies due or to become due from the company to the chargee under clause 7(9) c of the tax deed of covenant (the "holdings secured liabilities")

Short Particulars

All the company's right title interest and benefit present and future in,to and under property company loan a all rights to receive payments of any amounts which may become payable to it thereunder all payments received by it thereunder all rights to serve notices and/or make demands thereunder. See the mortgage charge document for full details.

Transactions

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A deed of charge entered into by, inter alios, holdings and capita irg trustees limited (the "secured note trustee") for itself and as trustee for the other borrower secured parties

Created on 05 Dec 2001

Delivered on 18 Dec 2001

Status fully-satisfied

Persons Entitled

Capita Irg Trustees Limited, as Secured Note Trustee, Which Expressionshall Include Such Company and All Other Persons and Companies for the Time Being Acting Under the Secured Note Trust Deed and the Secured Notedeed of Charge

Amount Secured

All of the borrower secured liabilities which from time to time become due, owing or payable by the borrower to or to the order of the borrower secured parties. (All terms as defined)

Short Particulars

By way of first fixed security all of the shares of the borrower, the charging company and the borrower cash manager, together with all future shares or securities and all rights, dividends, monies, warrants or property paid, accruing or deriving directly or indirectly therefrom. By way of a first floating charge all of its property, assets and undertakingsnot otherwise effectively mortgaged or C. see the mortgage charge document for full details.

Transactions

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