Definitions and Interpretation

The Facilities

Purpose

Conditions of Utilisation

Utilisation of Loans

Repayment

Prepayment and Cancellation

Accounts

Interest

Interest Periods

Changes to the Calculation of Interest

Fees

Tax Gross Up and Indemnities

Increased Costs

Other Indemnities

Mitigation by the Lenders

Costs and Expenses

Guarantee and Indemnity

Representations

Information Undertakings

General Undertakings

Property Undertakings

Events of Default

Role of the Facility Agent and the Mandated Lead Arrangers

The Security Agent

Application of Proceeds

Conduct of Business by the Finance Parties and Liability

Sharing among the Finance Parties

Changes to the Finance Parties

Changes to Obligors

Payment Mechanics

Confidentiality

Set Off

Notices

Calculations and Certificates

Partial Invalidity

Remedies and Waivers

Amendments and Waivers

Counterparts

Entire Agreement

Benefit

Debt Purchase Transactions

Formalities

Governing Law

Enforcement

The Original Parties

Part 1  The Original Lenders

Part 2  The Original Borrowers

Part 3  The Original Guarantors

Utilisation Request

Form of Assignment Agreement

Control Accounts

Transaction Security Documents

Part 1  Transaction Security Documents Required to be Delivered as Conditions Precedent

Part 2  Transaction Security Documents Required to be Delivered as Conditions Subsequent on the Closing Date

Part 3  Transaction Security Documents Required to be Delivered as Conditions Subsequent on the Account Opening Backstop Date

Part 4  Transaction Security Documents Required to be Delivered as Conditions subsequent to the accession of an Additional Obligor

Part 5  Transaction Security Documents required to be delivered as conditions subsequent to the acquisition of a Non-wholly Owned Entity or a Minority Owned Entity

Conditions Precedent and Conditions Subsequent

Part 1  Conditions Precedent

Part 2  Closing Date Conditions Subsequent

Part 3  Account Opening Backstop Date Conditions Subsequent

Part 4  Conditions subsequent to the Accession of an Additional Obligor

Part 5  Conditions subsequent to the acquisition of a Non-wholly Owned Entity or a Minority Owned Entity

Maximum Loan Balances

Forms of Notifiable Debt Purchase Transaction Notices

Part 1  Form of Notice on Entering into Notifiable Debt Purchase Transaction

Part 2  Form of Notice on Termination of Notifiable Debt Purchase Transaction/Notifiable Debt Purchase Transaction Ceasing to be with Investor Affiliate

Form of Accession Letter

Form of Resignation Letter

Form of Debt Transfer Letter

Reallocation Notice

PROJECT QUASAR PLEDGECO, S.L.U., a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain holding tax identification number B88038419 (the Company);

THE PERSONS listed in Part 2 of Schedule 1 (The Original Parties) as original borrowers (each an Original Borrower);

THE PERSONS listed in Part 3 of Schedule 1 (The Original Parties) as original guarantors (each an Original Guarantor);

BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED, DEUTSCHE BANK AG, LONDON BRANCH, J.P. MORGAN SECURITIES PLC, MORGAN STANLEY BANK, N.A., MORGAN STANLEY PRINCIPAL FUNDING, INC., PARLEX 15 LUX EUR FINCO, S.A R.L, THE ROYAL BANK OF SCOTLAND PLC, SOF INVESTMENTS S.À R.L. and SOF PARALLEL INVESTMENTS S.À R.L. as mandated lead arrangers (each a Mandated Lead Arranger);

THE PERSONS listed in Part 1 of Schedule 1 (The Original Parties) as original lenders (each an Original Lender);

SITUS ASSET MANAGEMENT LIMITED as facility agent of the Finance Parties (the Facility Agent); and

SITUS ASSET MANAGEMENT LIMITED as security agent and trustee for the Finance Parties (the Security Agent).

DEFINITIONS AND INTERPRETATION

Definitions

each Initial Account Bank; or

any other bank or financial institution which becomes an Account Bank in accordance with Clause 8.3 (Account Banks).

120 days after the Closing Date; and

10 Business Days prior to the first Interest Payment Date.

the agreement for sale and purchase of (i) 100% of the shares held by Banco Popular Español, S.A. or its affiliates in each of the Targets (directly or indirectly) (other than Canvives, Inversiones Inmobiliarias Popsol, S.L. and Elbrus Properties S.A.) and (ii) 100% of the shares of Canvives (other than those shares of Canvives already owned by Quasar Holdco), between Quasar Holdco and LoanCo as purchasers and Banco Popular Español, S.A., raised to the status of a Spanish Public Document (the Sale and Purchase Agreement);

the agreement for transfer of the credit rights which may arise from any Underlying Loans by way of sub-participation between Banco Popular Español, S.A., Banco Pastor, S.A. and Popular Banca Privada, S.A. as grantors, by LoanCo as participant and by Aliseda Servicios as servicer (the Transfer Agreement);

the Aliseda SGI Sale Agreement (as defined in the Acquisition Agreement);

the Second Aliseda SGI Sale Agreement (as defined in the Acquisition Agreement);

the Canvives Capital Increase; and

the BP Transfer Agreement Security.

amounts received in respect of Permitted Disposals and/or principal repayments and/or prepayments of Underlying Loans; and

any amounts received in respect of any Portfolio Asset the subject of a Permitted Disposal in the period for which Adjusted Portfolio Income is being calculated.

the Bank Secrecy Act, 31 U.S.C. sections 5301 et seq.;

the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107 56 (a/k/a the USA Patriot Act);

Laundering of Monetary Instruments, 18 U.S.C. section 1956;

Engaging in Monetary Transactions in Property Derived from Specified Unlawful Activity, 18 U.S.C. section 1957;

the Financial Recordkeeping and Reporting of Currency and Foreign Transactions Regulations, 31 C.F.R. Part 103; and

Spanish Law 10/2010, dated 28 April 2010, on anti-money laundering and terrorism financing (Ley 10/2010 de 28 de abril de prevención del blanqueo de capitales y de la financiación del terrorismo); the Royal Decree 304/2014, dated 5 May, approving the regulation of Spanish Law 10/2010 (Real Decreto 304/2014 de 5 de mayo por el que se aprueba el Reglamento de la Ley 10/2010 de 28 de abril); the Spanish Law 12/2003, dated 21 May, on terrorism financing blocking (Ley 12/2003 de 21 de mayo, de bloqueo de la financiación del terrorismo).

the amount of its participations in any outstanding Loans under that Facility; and

in relation to any proposed Loan under that Facility, the amount of its participation in any other Loans under that Facility that are due to be made on or before the proposed Utilisation Date for that proposed Loan.

the interest (excluding Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the European interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period in respect of that Loan or Unpaid Sum.

the general meeting of shareholders’ resolution agreeing a non-monetary capital increase in Topco by the shareholder Banco Popular Español, S.A. consisting of the shares of Canvives, that are not subject to transfers under the Sale and Purchase Agreement and raised to the status of Spanish Public Document on the Closing Date;

the general meeting of shareholders’ resolution agreeing a non-monetary capital increase in the Company by the shareholder Topco consisting of the shares of Inversiones Inmobiliarias Canvives S.A.U. referred to in item (i) above and raised to the status of Spanish Public Document on the Closing Date; and

the general meeting of shareholders’ resolution agreeing a non-monetary capital increase in Quasar Holdco by the shareholder the Company consisting of the shares of Inversiones Inmobiliarias Canvives S.A.U. referred to in item (i) above and raised to the status of Spanish Public Document on the Closing Date,

the LTC is more than 75%; or

Net Debt (Cash Trap/Sweep Event) is greater than the amount set out in the row opposite the Financial Quarter Date falling immediately prior to that Interest Payment Date in the column labelled “9 Months” in Schedule 7 (Maximum Loan Balances).

any member of the Group, any Investor or any of their respective advisers; or

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group, any Investor or any of their respective advisers,

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 32 (Confidentiality); or

is identified in writing at the time of delivery as non-confidential by any member of the Group, any Investor or any of their respective advisers; or

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group or any Investor and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

purchases by way of assignment or transfer;

enters into any sub-participation in respect of; or

enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

on any Interest Payment Date falling prior to the first anniversary of the Utilisation Date (the Relevant Test Date), the ratio (expressed as a percentage) of:

(API/D) x 365

is the Adjusted Portfolio Income for the period from the Utilisation Date until the Financial Quarter Date falling immediately prior to the Relevant Test Date; and

is the number of days during the period from the Utilisation Date until the Financial Quarter Date falling immediately prior to the Relevant Test Date;

to Average Net Debt (DY) for that Interest Payment Date; and

on any Interest Payment Date falling on or after the first anniversary of the Utilisation Date, the ratio (expressed as a percentage) of:

Adjusted Portfolio Income for the Relevant Period ending on the Financial Quarter Date falling immediately prior to that Interest Payment Date;

to Average Net Debt (DY) for that Interest Payment Date.

an Event of Default; or

any event or circumstance which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

a Lender which has failed to make its participation in a Loan available (or has notified the Facility Agent or the Company (which has notified the Facility Agent) that it will not make its participation in a Loan available) by the Utilisation Date of that Loan in accordance with Clause 5.3 (Lenders’ Participation) unless:

payment is made within three Business Days of its due date and its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; or

the Lender is disputing in good faith whether it is contractually obliged to make the payment in question;

a Lender which has rescinded or repudiated a Finance Document; and/or

a Lender with respect to which an Insolvency Event has occurred and is continuing.

any reasonable fees, costs and expenses which are incurred by any member of the Group with respect to that disposal to persons who are not members of the Group nor Investor Affiliates; and

any Tax incurred and required to be paid by any member of the Group in connection with that disposal (as reasonably determined by that member of the Group, on the basis of existing rates and taking account of any available credit, deduction or allowance).

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; and/or

the occurrence of any other event which results in a disruption (of a technical or systems related nature) to the treasury or payments operations of a Party preventing that, or any other Party from:

performing its payment obligations under the Finance Documents; or

communicating with other Parties in accordance with the terms of the Finance Documents,

the Primary Share Security has been enforced; or

notice has been given in accordance with paragraph (b) of Clause 23.15 (Acceleration) which has resulted in all of the Loans becoming immediately due and payable.

the pollution or protection of the Environment;

the conditions of the workplace; or

the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste.

the applicable Screen Rate;

(if no Screen Rate for euro is available for the Interest Period of that Loan or Unpaid Sum) the Interpolated Screen Rate for that Loan or Unpaid Sum; or

(if no Screen Rate is available for euro for the Interest Period of that Loan or Unpaid Sum and it is not possible to calculate an Interpolated Screen Rate for that Loan or Unpaid Sum) the Reference Bank Rate for euro for that Interest Period,

any proceeds of insurance claims of up to €50,000 per annum; and

any proceeds of an insurance claim which the Company notifies the Facility Agent are, or are to be, applied as soon as possible (but in any event within 12 months after receipt or 24 months after receipt provided that such proceeds are contractually committed to be applied no later than 12 months after receipt):

to meet a third party claim to which the relevant insurance proceeds relate; and/or

to cover operating losses or loss of rent in respect of which the relevant insurance claim was made; and/or

to replace, reinstate and/or repair the relevant assets of an Obligor which have been lost, destroyed or damaged.

to satisfy (or reimburse a member of the Group which has discharged) any liability, charge or claim upon a member of the Group by a person which is not a member of the Group nor an Investor Affiliate; and/or

in the replacement, reinstatement and/or repair of asset(s) of members of the Group which have been lost, destroyed or damaged and to which the relevant recovery proceeds relate,

sections 1471 to 1474 of the Code (or any amended or successor provisions which are substantially comparable thereto and not materially more onerous to comply with) or any associated regulations or other official guidance;

any treaty, law, agreement, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

any agreement pursuant to the implementation of any treaty, law, regulation or other official guidance referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction together with any laws, fiscal or regulatory legislation, rules, guidance notes and practices adopted to effect any such agreement.

in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; and

in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2019,

this Agreement;

each Fee Letter;

the Margin Letter;

each Portfolio Servicer/Asset Manager Duty of Care Agreement;

each Assignment Agreement;

each Utilisation Request;

the Subordination Agreement;

the Reports Side Letter;

each Accession Letter;

any Debt Transfer Letter;

any Resignation Letter;

each Debtor Accession Deed;

each Subordinated Creditor Accession Deed;

each Transaction Security Document; and

any other document designated as a Finance Document by the Facility Agent and the Company.

monies borrowed or raised and debit balances at banks or other financial institutions;

any amount raised by acceptance under any acceptance credit facility or by a bill discounting or factoring credit facility (or dematerialised equivalent);

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of any lease or hire purchase contract or other agreement which would, in accordance with the Accounting Principles, be treated as a balance sheet liability (other than any liability in respect of a lease or hire purchase contract which would, in accordance with the Accounting Principles in force prior to 1 January 2019 have been treated as an operating lease);

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

any Treasury Transaction (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) at the time of calculation shall be taken into account);

any counter indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

any amount raised by the issue of redeemable shares;

any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 180 days past the period customarily allowed by the relevant supplier to its customers generally for deferred payment;

any arrangement pursuant to which an asset sold or otherwise disposed of by an Obligor may be re-acquired by an Obligor (whether following the exercise of an option or otherwise);

any amount raised under any other transaction (including any forward sale or purchase agreement sale and sale back or sale and leaseback agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing; and

(without double counting) the amount of any liability in respect of any guarantee or indemnity or similar assurance against loss for any of the items referred to in the preceding paragraphs of this definition and any agreement to maintain the solvency of any person whether by investing in, lending to or purchasing the assets of such person.

the minority shareholders for that SOCIMI to be listed (and to maintain its listing) on the Listing Venue and comply with the free float requirements set out in the SOCIMI Regime; and

the liquidity provider under the agreement entered into with the liquidity provider in respect of that SOCIMI pursuant to the SOCIMI Regulations.

each account designated as such and required or permitted to be opened and maintained by an Obligor in accordance with Clause 8.1 (Opening of Control Accounts) and, in each case, includes the interest of that Obligor in any replacement account or sub division or sub-account of that account; and

each Extra General Account.

it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment provided that such payment has been received by the Facility Agent in accordance with the Finance Documents or, where such payment is not received by the Facility Agent but held by a third party to the order of the Facility Agent, only to the extent that the Facility Agent has control over such sums and has failed to issue the relevant payment instructions unless:

payment is made within three Business Days of its due date and its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; or

the Facility Agent is disputing in good faith whether it is contractually obliged to make the payment in question;

the Facility Agent otherwise rescinds or repudiates a Finance Document;

(if the Facility Agent is also a Lender) it is a Defaulting Lender; or

an Insolvency Event has occurred and is continuing with respect to the Facility Agent.

each account designated as such and required or permitted to be opened and maintained by an Obligor in accordance with Clause 8.1 (Opening of Control Accounts) and, in each case, includes the interest of that Obligor in any replacement account or sub division or sub-account of that account; and

each Extra Income Account.

to whom any Obligor becomes obligated to pay any amount pursuant to Clause 7.1 (Illegality), Clause 13 (Tax Gross Up and Indemnities) and/or Clause 14.1 (Increased costs); or

that has made, or is part of a group of Lenders that has made, a notification to the Facility Agent pursuant to paragraph (b)(ii) of Clause 11.2 (Market disruption).

the Initial Portfolio Servicer/Asset Manager Agreement (Aliseda-Quasar); or

the Initial Portfolio Servicer/Asset Manager Agreement (Anticipa).

is dissolved (other than pursuant to a consolidation, amalgamation or merger);

becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

makes a general assignment, arrangement or composition with or for the benefit of its creditors (other than in accordance with Clause 29.7 (Security over Lenders’ rights));

institutes or has had instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

has had instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

has had exercised (and only to the extent such exercise continues to be in effect) in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has had instituted (and only to the extent such institution continues to be in effect) against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;

has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i) above; or

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

in relation to any Loan, the 15th calendar day of each calendar month and the Final Repayment Date provided that the first Interest Payment Date shall not be less than three Months after the Utilisation Date; and

in relation to any Unpaid Sum, the last day of an Interest Period relevant to that Unpaid Sum.

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan or Unpaid Sum; and

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan or Unpaid Sum,

a Portfolio Asset with “1” in the column entitled “Flag” of the Allocated Cost Schedule;

a Portfolio Asset acquired pursuant to a Permitted Substitution in which a Ledger Asset is disposed of; or

any Listed Shares.

if, on that Interest Payment Date, the LTC is more than 60%, 80%; or

if, on that Interest Payment Date, the LTC is not more than 60%, 70%,

the principle that equitable or discretionary remedies (or remedies that are similar or equivalent to equitable remedies in any Relevant Jurisdiction) may be granted or refused at the discretion of a court, the limitation of enforcement by laws relating to insolvency, reorganisation, liquidation, bankruptcy, moratoria, administration, court schemes and other laws generally affecting the rights of creditors and similar principles, rights, defences and limitations under the laws of any applicable jurisdiction;

the time barring of claims under any applicable limitation laws, the possibility that a court may strike out provisions of a contract as being invalid for reasons of oppression, undue influence or similar reasons, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of stamp duty may be void, defences of set off or counterclaim and similar principles, rights, defences and limitations under the laws of any applicable jurisdiction;

any applicable public policy law provision and/or rules of mandatory application and any applicable provisions relating to conflict of law rules and recognition and enforcement of foreign judgments, in each case, including pursuant to EC Regulation no. 593/2008, 44/2001 (and, with regard to legal proceedings instituted on or after January 2015, pursuant to Regulation (EU) No. 1215/2012) and 864/2007; and

any other general principles, reservations or qualifications, in each case, as to matters of law in any legal opinion delivered to the Facility Agent under or in connection with the Finance Documents.

any Original Lender; or

any person, bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 29 (Changes to the Finance Parties),

Net Debt (LTC);

the aggregate of the Allocated Costs of all LTC Assets as at that date and excluding any LTC Asset listed in the then current Allocated Cost Schedule in respect of which a Permitted Asset Disposal has occurred.

will be considered to have been the subject of a Permitted Asset Disposal:

if that LTC Asset is an REO Property which has been disposed of in whole or part;

if that LTC Asset is an Underlying Property which has been disposed of in whole or part; or

if that LTC Asset is an Underlying Loan which has been repaid or cancelled in full; and

will not be considered to have been the subject of a Permitted Asset Disposal if that LTC Asset is an Underlying Loan which has been repaid or cancelled in part only.

if there are no Loans then outstanding, a Lender or Lenders whose Commitments aggregate more than 66 ²⁄₃% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 ²⁄₃% of the Total Commitments immediately prior to the reduction); or

at any other time, a Lender or Lenders whose participations in the Loans then outstanding aggregate more than 66 ²⁄₃% of all the Loans then outstanding.

to a Portfolio Servicer/Asset Manager under a Portfolio Servicer/Asset Manager Agreement; or

to a property manager or managing agent of any REO Property,

the consolidated business, assets or financial condition of the Obligors taken as a whole;

the ability of the Obligors taken as a whole to perform their payment obligations under the Finance Documents; or

subject to the Legal Reservations and the Perfection Requirements, the validity or enforceability of the:

Primary Share Security; or

the Transaction Security taken as a whole.

if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

the amount standing to the credit of the Cash Trap Account and

all prepayments of the Loans made on that date pursuant to subparagraphs (b)(x) to (b)(xiii) of Clause 8.6 (Collection Account).

the material terms of which are consistent with those of the existing Portfolio Servicer/Asset Manager Agreement it replaces (if any); or

which is otherwise in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders (acting reasonably)).

the delivery of all certificates of title to securities which are the subject of Transaction Security to the Security Agent, together with signed but otherwise undated transfer forms, confirmations and notices and acknowledgements duly executed in the form required pursuant to each Transaction Security Document; and

the making or the procuring of registrations, filings (including in any shareholder register or other person’s books), endorsements, notarisations, translations, stampings, notifications, acknowledgements and/or acceptances of the Transaction Documents (and/or the Security created thereunder) necessary for the validity, enforceability (as against the relevant Obligor as well as any third party) and/or perfection thereof.

the Acquisition;

any acquisition pursuant to a Permitted Substitution;

any acquisition pursuant to which an Underlying Property becomes a REO Property;

the acquisition of all or part of the share capital in any Underlying Loan Obligor or any Holding Company thereof (a Permitted REO Acquisition) provided that:

if the acquisition consists of the acquisition of all of the shares of such entity, by no later than the date falling three months after that acquisition, it becomes an Additional Obligor in accordance with Clause 30.3 (Additional Obligors) (a Wholly Owned Acquired Underlying Loan Obligor) unless that Underlying Loan Obligor is legally or contractually prohibited from doing so and in which case the Obligors shall use reasonable endeavours to ensure that Underlying Loan Obligor becomes an Additional Obligor in accordance with Clause 30.3 (Additional Obligors) as soon as reasonably practicable following that acquisition; or

if the acquisition consists of the acquisition of some, but not all, of the shares of such entity, by no later than the date falling three months after that acquisition, the Company shall provide the Facility Agent with each of the documents and other evidence in respect of that entity listed in Part 5 of Schedule 6 (Conditions Precedent and Conditions Subsequent) (unless the requirement to provide any of such documents or other evidence is waived by the Facility Agent (acting on the instructions of the Majority Lenders)) in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders);

the acquisition of any asset in respect of or from Underlying Loan Obligors under Underlying Loans;

the acquisition of properties (including unimproved land) (or loans secured by properties or shares in person(s) that own such properties (a Permitted Acquisition Entity)) adjacent to, in the same building as, in close proximity to or which would be protective of or accretive to the value (present or future) of any Portfolio Asset provided that:

if the acquisition consists of the acquisition of all of the shares in a Permitted Acquisition Entity, by no later than the date falling three months after that acquisition, that Permitted Acquisition Entity becomes an Additional Obligor in accordance with Clause 30.3 (Additional Obligors) (a Wholly Owned Permitted Acquisition Obligor) unless that Permitted Acquisition Entity is legally or contractually prohibited from doing so and in which case the Obligors shall use reasonable endeavours to ensure that Permitted Acquisition Entity becomes an Additional Obligor in accordance with Clause 30.3 (Additional Obligors) as soon as reasonably practicable following that acquisition; or

if the acquisition consists of the acquisition of some, but not all, of the shares of such entity, by no later than the date falling three months after that acquisition, the Company shall provide the Facility Agent with each of the documents and other evidence in respect of that entity listed in Part 5 of Schedule 6 (Conditions Precedent and Conditions Subsequent) (unless the requirement to provide any of such documents or other evidence is waived by the Facility Agent (acting on the instructions of the Majority Lenders)) in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders);

the acquisition or incorporation of an Additional SPV consisting of a special purpose vehicle with no liabilities (other than liabilities owed to Obligors which will become Subordinated Loans on that Additional SPV becoming an Additional Obligor) which promptly, and in any event within 20 Business Days of that acquisition or incorporation, becomes an Additional Obligor in accordance with Clause 30.3 (Additional Obligors) provided that the Company shall procure that that Additional SPV complies with the obligations of an Obligor under this Agreement on and from the date on which it is incorporated or acquired by an Obligor; or

any acquisition of, or subscription for, shares permitted by paragraph (b) of Clause 21.18 (Share capital and status),

in the case of paragraphs (b), (f), (g) and (h) above, no Event of Default is continuing or would result from the relevant acquisition; and

in the case of paragraphs (c), (d) and (e) above, no Enforcement Event has occurred.

promptly after completion of such disposal the Disposal Proceeds in respect of that disposal are paid into the Collection Account;

on the date such disposal is contracted no Enforcement Event has occurred; and

such disposal is made on arms’ length terms.

is contracted on arm’s length terms and in accordance with the principles of good estate and portfolio management;

is required to be undertaken by law or regulation (including health and safety regulation);

is required to be undertaken by an Obligor under the terms of any Lease;

is made with the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders) (such consent not to be unreasonably withheld, delayed or conditioned (unless such Capex Project would reasonably be expected to result in a material adverse effect on the title to or value or marketability of the title to the relevant Property));

is required to be undertaken or permitted to be undertaken by a tenant under the terms of any Lease provided that the costs and expenses in connection with such Capex Project are not required to be paid (and are not paid for) for in whole or in part by any Obligor; or

is necessary to ensure that no Event of Default under Clause 23.14 (Major damage) occurs and which can be funded from the aggregate amounts then standing to the credit of the General Accounts (provided that such amounts are not allocated towards another purpose) and any Excluded Insurance Proceeds that the relevant insurer has committed to advance under any Insurance Policy.

provided that no Event of Default is continuing at the time at which the disposal is contracted, a disposal of obsolete non real estate assets which are no longer required for the operation of the disposing Obligor’s business;

any disposal pursuant to an Expropriation provided that the Disposal Proceeds received in respect of such Expropriation are paid upon receipt by the relevant Obligor into the Collection Account;

a disposal of any asset (other than of any Control Account, any shares in the Company, any shares in Quasar Holdco, any shares in an Obligor (other than Quasar Holdco or the Company) to the Company or any Portfolio Asset) made by one Obligor to another Obligor other than whilst an Event of Default is continuing provided that if the Obligor disposing of that asset has granted Transaction Security over that asset, the asset must be disposed of subject to that Transaction Security or new Transaction Security must be granted over that asset on terms equivalent to the terms of the existing Transaction Security;

expenditure of cash for purposes in compliance with the Finance Documents;

any disposal pursuant to or by way of an Agreement for Lease and/or an Occupational Lease existing on the date of this Agreement or permitted pursuant to Clause 22.2 (Occupational Leases);

a disposal (other than a disposal of any shares in an Obligor or of a Portfolio Asset) made with the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders));

a disposal arising as a result of Permitted Security;

a Permitted Asset Disposal;

any disposal pursuant to a Permitted Substitution;

any disposal of any person that has ceased to be an Obligor in accordance with the terms of the Finance Documents;

any disposal provided that the aggregate outstanding principal amount of the Loans are repaid and all other Secured Liabilities are irrevocably discharged in full on or prior to completion of such disposal;

provided that at the time at which the disposal is contracted no Event of Default is continuing or would result from that disposal, any other disposals (other than of any Control Account, any shares in an Obligor or any Portfolio Asset) where the aggregate value of the assets so disposed of by members of the Group (other than in accordance with paragraphs (a) to (g) (inclusive) above) in any Financial Year does not exceed €50,000 (or its currency equivalent); and

any disposal of Listed Shares provided that:

the Listed Shares subject to such disposal are those Listed Shares representing the Free Float Stake; and

the Free Float Proceeds are, promptly after receipt, paid into the Collection Account.

any distribution of cash:

made by any member of the Group to another member of the Group;

made by Topco to a person that is not a member of the Group;

made by a SOCIMI and/or any Subsidiary of a SOCIMI for an amount equal to the minimum amount which is required to be paid to comply with the SOCIMI Regime at such time,

may only be made out of monies standing to the credit of any REO Refund Proceeds Account or any General Account (other than any monies standing to the credit of any General Account which have been transferred to a General Account for any purpose expressly specified in Clause 8 (Accounts));

if made by Topco to a person that is not a member of the Group, is made at a time when no Event of Default is continuing or would occur immediately as a result of the distribution (unless such Event of Default would be remedied as a result of such distribution);

if it is made by Topco to a person that is not a member of the Group and out of monies transferred to a General Account from the Collection Account on an Interest Payment Date (the Relevant IPD and each such being a Distribution Blocked Amount) that is not a Quarterly IPD and:

on the Relevant IPD the outstanding principal amount of the Loans is not greater than the amount set out in the row opposite the Financial Quarter Date falling immediately after that Interest Payment Date in the column labelled “9 Months” in Schedule 7 (Maximum Loan Balances); or

a Quarterly IPD has occurred since the Relevant IPD and on that Quarterly IPD the outstanding principal amount of the Loans is not greater than the amount set out in the row opposite the Financial Quarter Date falling immediately prior to that Interest Payment Date in the column labelled “9 months” in Schedule 7 (Maximum Loan Balances).

any distribution other than of cash made by any SOCIMI and/or Subsidiary of a SOCIMI provided that:

the amount (or part of the amount) of such distribution that falls under this paragraph (b) is limited to the minimum amount required to comply with the SOCIMI Regime at such time; and

the relevant distribution is made by way of deferral of its payment and subsequent capitalisation of the relevant credit right by an issuance of shares permitted pursuant to Clause 21.18 (Share capital and status) or via a contribution to equity reserves; and

any distribution other than of cash (but not by transfer or disposal of a Control Account, any part of any Portfolio Asset or any of the rights to receive income in respect of any Portfolio Asset(s)) made by any member of the Group to another member of the Group or by Topco to any person that is not a member of the Group provided that such distribution:

if made by Topco to a person that is not a member of the Group, is made at a time when no Event of Default is continuing or would occur immediately as a result of the distribution (unless such Event of Default would be remedied as a result of such distribution); and

is either:

other than to the extent paragraph (B) below is complied with, made or discharged by an issuance of shares permitted pursuant to Clause 21.18 (Share capital and status), an increase in share premium or other equivalent arrangement: or

left outstanding and the amount outstanding in respect of that distribution owed to any such Holding Company or person constitutes Financial Indebtedness incurred by that member of the Group under a Subordinated Loan or Investor Debt.

which is discharged on the Utilisation Date;

arising under any Finance Document;

as permitted by Clause 21.21 (Treasury Transactions);

that is Investor Debt; or

that is a Subordinated Loan.

any guarantee which is released on the Utilisation Date;

any guarantee arising under any Finance Document; and

any guarantee given in the ordinary course of business not exceeding (when aggregated with the maximum liability under any other guarantee granted by any Obligor which is a Permitted Guarantee for the purposes of this paragraph (c)) €500,000 (or its currency equivalent) in aggregate at any time.

as an upfront premium paid within the time period required by market convention for the payment of upfront premium; and

out of the funds standing to the credit of the General Accounts, pursuant to the advance of Investor Debt and/or Subordinated Loans and/or the making of one or more Equity Contributions.

contracted on arm’s length terms and in accordance with the principles of good estate and portfolio management;

the grant (whether by grant of rights, lease, licence or otherwise) of rights of occupation and/or use in respect of any car parking spaces within or upon any REO Properties;

the exercise by an Obligor of any right to forfeit or exercise any right of re-entry in respect of, or exercise any option or power to break or determine, any Occupational Lease in circumstances where the tenant of the relevant Occupational Lease is in breach of its obligations under the relevant Occupational Lease to pay rent or is otherwise insolvent;

an acceptance or agreement to any Letting Activity required to be given pursuant to any applicable law or regulation;

made in accordance with the terms of any Agreement for Lease or Occupational Lease (provided that such Agreement for Lease or Occupational Lease is allowed to subsist, has been entered into in accordance with the terms of this Agreement or was entered into prior to the Closing Date); or

made with the prior written consent of the Facility Agent (acting on the instruction of the Majority Lenders (such consent not to be unreasonably withheld, delayed or conditioned (unless such Letting Activity would reasonably be expected to result in a material adverse effect on the title to, or value or marketability of, the title to the relevant Property)).

any loan made by Topco to its immediate Holding Company provided that:

such loan is made on arms’ length terms or otherwise out of amounts that may be subject to a Permitted Distribution;

the rights of the Topco in respect of such loan are the subject of Transaction Security; and

such loan may only be made:

(if made in cash) out of monies standing to the credit of any General Account (other than any monies standing to the credit of any General Account which have been transferred to a General Account for any purpose expressly specified in Clause 8 (Accounts); and

at a time when no Event of Default is continuing or would occur immediately as a result of that loan being made (unless such Event of Default would be remedied as a result of such loan being made);

credit balances held in any Control Account, Existing Account or Permitted Special Purpose Account with any banks or financial institutions;

any Underlying Loan; and

any Subordinated Loan.

any merger involving Topco;

any merger involving the Company; or

any merger involving Quasar Holdco unless it is the surviving entity,

any Investor Affiliate; and/or

any other person as may be agreed from time to time between the Company (acting reasonably) and the Facility Agent (acting on the instructions of the Majority Lenders (acting reasonably)),

any Security or Quasi Security which is discharged (which term shall include release and/or re-assignment) on the Utilisation Date;

any property right (including, without limitation, any easement, right of way, right of access and restrictive covenant) easement or other agreement or arrangement having similar effect which is granted in connection with a Permitted Letting Activity, a Permitted Asset Disposal or a Permitted Substitution provided that the grant of such easement or arrangement does not adversely affect the value of the relevant Portfolio Asset or restrict the rights of any Finance Party under the Transaction Security Documents;

any easement or other agreement or arrangement having similar effect which exists on the Closing Date and is disclosed in a Report;

any Security, easement or other agreement or arrangement that arises at law (provided that it does not adversely affect the validity or enforceability of the Transaction Security over the relevant Portfolio Asset or restrict the rights of any Finance Party under the Transaction Security Documents);

any Security or Quasi Security arising under the Finance Documents;

any Security or Quasi Security arising by operation of law and in the ordinary course of business and not as a result of any default or omission by any member of the Group provided that it is discharged within 60 days of coming into existence;

any Security or Quasi Security arising by operation of law and in respect of Taxes being contested or required to be created in favour of any Tax or other government authority in order to appeal or otherwise challenge Tax assessments and/or claims in good faith provided that, in each case:

payment is being contested in good faith;

it has maintained adequate reserves for the payment of such Taxes; and

payment can be lawfully withheld;

any netting or set-off arrangement under any Permitted Hedging Transaction;

any Security or Quasi Security entered into by any Obligor to comply with the requirements of the standard terms of business of any account bank but only so long as (i) such arrangement does not permit credit balances of any Obligor to be netted or set off against debit balances of persons who are not Obligors and (ii) such arrangement does not give rise to other Security or Quasi Security over the assets of Obligors in support of liabilities of persons who are not Obligors; and

any Security or Quasi Security arising under any retention of title arrangements, any hire purchase or conditional sale arrangement or arrangements having similar effect in each case, in respect of goods supplied to an Obligor in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by an Obligor provided that such Security or Quasi Security is discharged within 60 days of coming into existence.

such Substitution is made on arms’ length terms;

the value of the asset(s) to be acquired pursuant to that Substitution is projected by the Company based on a good faith estimate (or, in the case of a Substitution consisting of some, but not all, of the shares in a Permitted Substitution Entity determined by reference to a red book valuation from a reputable independent third party valuer experienced in valuing assets equivalent to the relevant Portfolio Assets being acquired unless that Permitted Substitution Entity is a listed company in which case value will be determined by reference to the relevant trading price at the time of the acquisition) to be no less than the value of the Portfolio Asset(s) to be disposed of pursuant to that Substitution;

the value (projected by the Company based on a good faith estimate) of (in the case of a REO Property) or outstanding principal amount (in the case of an Underlying Loan) of the Portfolio Asset being disposed pursuant to that Substitution does not exceed:

€25,000,000; or

(when aggregated with each other Portfolio Asset disposed of pursuant to a Permitted Substitution during the life of the Facilities) €400,000,000;

in the case of a Substitution consisting of an acquisition of Listed Shares at the time of such Substitution, the aggregate Allocated Cost of all Portfolio Assets disposed of pursuant to a Permitted Substitution for Listed Shares, does not exceed:

€90,000,000, minus:

the difference between (A) the aggregate of the Disposal Proceeds received in respect of all Listed Shares acquired pursuant to a Substitution during the life of the Facilities and (B) the aggregate Allocated Cost of all Portfolio Assets disposed of pursuant to a Permitted Substitution for Listed Shares during the life of the Facilities provided that if such (A) is greater than such (B) such difference shall be deemed to be zero.

in the case of a Substitution:

consisting of the acquisition of all of the shares in a Permitted Substitution Entity, by no later than the date falling three months after that Substitution that Permitted Substitution Entity becomes an Additional Obligor in accordance with Clause 30.3 (Additional Obligors) (a Wholly Owned Permitted Substitution Obligor) unless that Permitted Substitution Entity is legally or contractually prohibited from doing so and in which case the Obligors shall use reasonable endeavours to ensure that Permitted Substitution Entity becomes an Additional Obligor in accordance with Clause 30.3 (Additional Obligors) as soon as reasonably practicable following that Substitution; or

consisting of the acquisition of some, but not all, of the shares in a Permitted Substitution Entity, by no later than the date falling three months after that acquisition, the Company shall provide the Facility Agent with each of the documents and other evidence in respect of that Permitted Substitution Entity listed in Part 5 of Schedule 6 (Conditions Precedent and Conditions Subsequent) (unless the requirement to provide any of such documents or other evidence is waived by the Facility Agent (acting on the instructions of the Majority Lenders)) in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders); and

no Event of Default is continuing or would result from such Substitution.

any Underlying Loan; and

any REO Property,

including fees, costs, expenses and payments in respect of Permitted Acquisitions (other than any acquisition falling under paragraph (a) or (b) of the definition of “Permitted Acquisition”) and Development Capex Projects provided that the maximum amount of fees, costs, expenses and payments (other than where such Permitted Acquisition is of a loan advanced to a borrower under an existing Underlying Loan) that may constitute Portfolio Expenses in respect of:

an individual Permitted Acquisition or Development Capex Project shall not exceed €10,000,000; and

all Permitted Acquisitions and Development Capex Projects completed during the life of the Facilities shall not exceed €250,000,000 in aggregate;

including any fees, costs, expenses and payments incurred by an Obligor in respect of the exercise of its rights under clause 7 of the Transfer Agreement and the taking of all necessary steps to procure that it becomes a Lender under each Finance Document (as defined in the Transfer Agreement) with respect to each Non-Performing Loan (as defined in the Transfer Agreement); and

excluding Property/Underlying Loan Expenses, Taxes, Corporate Expenses and Management Fees.

the Portfolio Assets (including from disposals and resolutions) and all proceeds from any Insurance Policy in respect of operating losses or loss of rent;

any distribution to Quasar Holdco that constitutes Quasar Management Fees (Profit Element); and

Permitted Hedging Transactions,

in a form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders (acting reasonably)); or

in form and substance substantially the same as an existing Portfolio Servicer/Asset Manager Duty of Care Agreement.

any person (other than a Securitisation Issuer) unless such person is regularly engaged in the business of making, originating or owning commercial real estate loans and (taken together with its Affiliates and Related Funds) holds at least EUR500,000,000 (or equivalent in any other currency) of such commercial real estate loans; or

any competitor of the Blackstone Investors in the business of owning or operating commercial real estate, excluding any Affiliate, investment fund, managed account, proprietary investing, general-purpose lending or flow trading operation of a competitor or of an Affiliate of a competitor, in each case, that is engaged in the business of providing, arranging or underwriting debt obligations or of investing in, trading in, or managing debt obligations in the primary or secondary market for commercial real estate debt, which has a track record in this business and which is managed and/or operated separately from any competitor’s business.

the Vendor or any of its Affiliates (or any of their respective employees, officers or advisers) in relation to any Acquisition Document (excluding any Pre-Close Collections);

any counterparty to any acquisition agreement (or similar instrument) in respect of a Permitted Acquisition (other than the Acquisition);

the provider of any Report (in its capacity as a provider of that Report); or

any counterparty to a construction contract or collateral warranty (in its capacity as counterparty to that construction contract or collateral warranty (as applicable)) with, or benefitting, an Obligor,

any reasonable fees, costs and expenses which are incurred by any member of the Group to any persons who are neither members of the Group nor Investor Affiliates; and

any Tax incurred and required to be paid by a member of the Group (on the basis of existing rates and taking into account any available credit, deduction or allowance),

(other than where paragraph (b) below applies) as the rate at which the relevant Reference Bank could borrow funds in the European interbank market in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period; or

if different, as the rate (if any and applied to the relevant Reference Bank and the relevant currency and period) which contributors to the Screen Rate are asked to submit to the relevant administrator.

in relation to a Fund (the first fund), a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund; and

in relation to any other person (the first person), each fund which is managed or advised by an investment manager or investment adviser which is the first person or an Affiliate of the first person.

its jurisdiction of incorporation or formation;

the jurisdiction of its Centre of Main Interests;

any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;

any jurisdiction where it conducts its business; and

the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it.

the relevant laws and requirements of the applicable land registry and/or cadastral registry to register such a partition; and

the REO Property Title Split Conditions.

the Company gives at least 10 Business Days’ prior notice of the REO Property Title Split to the Facility Agent, such notification to include the specific boundaries of each REO Property Portion and copies of the submissions to be made to the relevant land registry in connection with such REO Property Title Split;

the relevant Obligor has and will continue to have a good and marketable title to each REO Property Portion following completion of the REO Property Title Split (other than in respect of any REO Property Portion being immediately disposed of as a Permitted Asset Disposal);

the ownership title of each REO Property Portion will, upon registration in each land registry, be subject to all easements, public charges, agreements, reservations, restrictions, utility rights, access rights, all other easements necessary to permit any encroachment from these REO Property Portions, all waivers necessary to waive any encroachment rent otherwise payable by the owners of these REO Property Portions, conditions or other matters, in each case if and to the extent as required to enjoy and use each REO Property Portion (including those necessary for the carrying on of the business on each REO Property Portion ) (the Relevant Rights) following the REO Property Title Split;

any Relevant Rights which were for the benefit of the relevant REO Properties (as a whole) before the REO Property Title Split will not be adversely affected by the REO Property Title Split (or will be replaced with equivalent rights) and will continue to benefit any REO Property Portion retained by the Obligors following the REO Property Title Split (or a disposal thereof);

copies of land register extracts (or equivalent) providing evidence for the registration of the relevant REO Property Portion as a new REO Property in a legal sense and any other documents formalising the REO Property Title Split are provided to the Facility Agent;

all Authorisations are obtained by the relevant Obligors to effect the REO Property Title Split; and

no Default is continuing or would arise as a result of the REO Property Title Split.

the Project Quasar limited corporate due diligence red flag report dated 21 July 2017 and updated regarding share titles or about the date of this Agreement and prepared by J&A Garrigues, S.L.P.;

the Project Quasar REOs and Top 10 lease agreements limited legal due diligence red flag report dated on or about the date of this Agreement and prepared by J&A Garrigues, S.L.P.;

the Project Quasar limited due diligence red flag report on non-performing loans dated on or about the date of this Agreement and prepared by J&A Garrigues, S.L.P.;

the Project Quasar limited due diligence red flag report on corporate, tax and employee analysis for certain asset management companies dated on or about the date of this Agreement and prepared by J&A Garrigues, S.L.P.;

the financial due diligence report dated on or about the date of this Agreement and prepared by PricewaterhouseCoopers LLP; or

the Tax Structure Paper.

the aggregate of the amount payable by the Borrower to the Vendor pursuant to the Acquisition Documents and the Transaction Costs, in each case, on the Closing Date and as set out in the Sources and Uses Statement minus;

an amount equal to the Total Commitments.

in relation to a bank or financial institution at which a Control Account (other than a General Account, an Income Account or a Collection Account) or Rent Deposit Account is held (provided that for the purposes of determining the Requisite Rating of an Account Bank, the ratings held by a Holding Company of such Account Bank may be used), either:

a short term counterparty rating or a rating of short term instruments with at least two of the following ratings: F3 (or better) by Fitch, P-3 (or better) by Moody’s or A-3 (or better) by S&P or, if that Account Bank is not rated for short term counterparty ratings, a long term counterparty rating or a rating of long term instruments with at least two of the following ratings: BBB- (or better) by Fitch, Baa3 (or better) by Moody’s or BBB- (or better) by S&P; or

a long term counterparty rating or a rating of long term instruments with at least one of the following ratings: BBB (or better) by Fitch, Baa2 (or better) by Moody’s or BBB (or better) by S&P; and

in relation to a bank or financial institution at which a Collection Account is held (provided that for the purposes of determining the Requisite Rating of an Account Bank, the ratings held by a Holding Company of such Account Bank may be used), a short term counterparty rating or a rating of short term instruments with at least one of the following ratings: F2 (or better) by Fitch, P-2 (or better) by Moody’s or A-2 (or better) by S&P.

the United States;

the United Nations Security Council;

the European Union;

the United Kingdom; or

the respective governmental institutions of any of the foregoing including, without limitation, Her Majesty’s Treasury, the Office of Foreign Assets Control of the US Department of the Treasury (OFAC), the US Department of Commerce, the US Department of State and any other agency of the US government.

listed on, or owned or controlled by a person listed on, a Sanctions List,

a government of a Sanctioned Country,

an agency or instrumentality of, or an entity directly or indirectly owned or controlled by, a government of a Sanctioned Country,

resident or located in, operating from, or incorporated under the laws of, a Sanctioned Country; or

involving any part of the rights of any Lender under this Agreement; or

relating to, or using as a reference, the whole or part of the Loans (whether alone or in conjunction with other loans) through the issue of notes on the capital markets.

the SOCIMI Regime (taking into account any cure periods provided for in the SOCIMI Regime) as and when required by the SOCIMI Regime; or

the EDAV Regime (including the requirements provided in the SOCIMI Act to be considered as a subsidiary included in article 2.1(c) of the SOCIMI Act),

such Subsidiary is 100% directly owned and controlled by a SOCIMI;

the share capital of such Subsidiary is not listed; and

such Subsidiary does not itself have any Subsidiaries.

such Financial Indebtedness has been subordinated to the Secured Liabilities under the terms of the Subordination Agreement;

the rights of the creditor in respect of such Financial Indebtedness are the subject of Transaction Security; and

such Financial Indebtedness is governed by Spanish law.

which is controlled, directly or indirectly, by the first mentioned person;

where more than half of the issued shares of such person is beneficially owned, directly or indirectly by the first mentioned person; or

which is a Subsidiary of another Subsidiary of the first mentioned person,

Canvives;

Aliseda SA;

Tamadaba;

Aliseda Servicios;

Taler Real Estate S.L.U. a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at C/Andres Segovia 53 2, Modulo 2A, 18008 (Granada) being registered with the Commercial Registry (Registro Mercantil) of Granada under volume 928, page GR-17644 and sheet 86, and holding tax identification number B-18558130;

Tifany Investments S.L. a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at Paseo de la Castellana 93, 13ª, 28046 (Madrid) being registered with the Commercial Registry (Registro Mercantil) of Madrid under volume 32896, page M-592303 and sheet 191, and holding tax identification number B-87157780;

Corporación Financiera ISSOS, S.L. a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at Paseo de la Castellana 40, 9ª, 28046 (Madrid) being registered with the Commercial Registry (Registro Mercantil) of Madrid under volume 24688, page M-444408 and sheet 35, and holding tax identification number B-85207165;

Pandantan, S.L. (Mindanao) a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at Paseo de Recoletos 19, 3ª planta, 28004 (Madrid) being registered with the Commercial Registry (Registro Mercantil) of Madrid under volume 30092, page M-541673 and sheet 41, and holding tax identification number B-41968264;

Vilamar Gestion, S.L. a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at Jose Ortega y Gasset número 29, 28006 (Madrid) being registered with the Commercial Registry (Registro Mercantil) of Madrid under volume 30092, page M-541673 and sheet 41, and holding tax identification number B-41968264;

General de Terrenos y Edificios, S.L.U. (GTE) a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at C/ Jose Ortega y Gasset, 29, Madrid, being registered with the Commercial Registry (Registro Mercantil) of Madrid under volume 30092, page 209 and sheet M-541687, and holding tax identification number B-15853450;

General de Terrenos y Edificios Servicios Integrales, S.L., a private limited liability Company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at C/ Ortega y Gasset, 29 (Madrid) being registered with the Commercial Registry (Registro Mercantil) of Madrid under volume 30279, sheet 3, page M-544951, and holding tax identification number B-70255534;

Inversiones Inmobiliarias Popsol, S.L., a private limited liability Company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at Madrid, calle Ortega y Gasset, 29 being registered with the Commercial Registry of Madrid under volume 35,436, sheet 58, page M-636970, and holding tax identification number B.87703187;

Elbrus Properties S.A., a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at Carrer Roure 6-8, Planta 4ª, El Prat de Llobregat, Polígono Industrial Mas Mateu, 08820 (Barcelona), being registered with the Commercial Registry (Registro Mercantil) of Barcelona under volume 45906, page 502652, sheet 148, and holding tax identification number A-66968421;

Cercebelo Assets, S.L. a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at C/ Jose Ortega y Gasset 29, 28006 (Madrid), being registered with the Commercial Registry (Registro Mercantil) of Madrid under volume 30092, page M-541685, sheet 159, and holding tax identification number B70257308;

Marina Golf, S.L., a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at Urbanización Marina de la Torre, Avenida del Mar, s/n, Mojacar, 04000 (Almeria), being registered with the Commercial Registry (Registro Mercantil) of Almeria under volume 575, page AL-14559, sheet 199, and holding tax identification number B-15698582;

Eagle Hispania, S.L., a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at Paseo de la Castellana 40, Planta 9ª, 28046 (Madrid), being registered with the Commercial Registry (Registro Mercantil) of Madrid under volume 16805, page M-00287131, sheet 156, and holding tax identification number B96293907;

Edificaciones Nimec, S.L., a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at Paseo de la Castellana 40, Planta 9ª, 28046 (Madrid), being registered with the Commercial Registry (Registro Mercantil) of Madrid under volume 16147, page M-273616, sheet 177, and holding tax identification number B82896358; or

Las Canteras de Abanilla, S.L., a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at Paseo de la Castellana 40, Planta 9ª, 28046 (Madrid), being registered with the Commercial Registry (Registro Mercantil) of Madrid under volume 21196, page M-376435, sheet 22, and holding tax identification number B84307172,

Nuberos Retail 1, S.L.U. a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at C/ Andres Segovia 53 - Planta 2ª, Módulo 2, 18008 (Granada), being registered with the Commercial Registry (Registro Mercantil) of Granada under volume 1627, page GR-50142, sheet 98, and holding tax identification number B19639053;

Andara Retail, S.L.U. a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at C/ Andres Segovia 53 - Planta 2ª, Módulo 2, 18008 (Granada), being registered with the Commercial Registry (Registro Mercantil) of Granada under volume 1629, page GR-49971, sheet 70, and holding tax identification number B19640754;

Trentis Retail, S.L.U. a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at C/ Andres Segovia 53 - Planta 2ª, Módulo 2, 18008 (Granada), being registered with the Commercial Registry (Registro Mercantil) of Granada under volume 1629, page GR-49979, sheet 83, and holding tax identification number B19640705;

Cinema Serrallo Plaza, S.L.U. a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at C/ Andres Segovia 53 - Planta 2ª, Módulo 2, 18008 (Granada), being registered with the Commercial Registry (Registro Mercantil) of Granada under volume 1638, page GR-50476, sheet 156, and holding tax identification number B19644160;

Citara Retail, S.L.U. a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at C/ Andres Segovia 53 - Planta 2ª, Módulo 2, 18008 (Granada), being registered with the Commercial Registry (Registro Mercantil) of Granada under volume 1638, page GR-50506, sheet 216, and holding tax identification number B19647478;

Mandolina Retaill, S.L.U. a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at C/ Andres Segovia 53 - Planta 2ª, Módulo 2, 18008 (Granada), being registered with the Commercial Registry (Registro Mercantil) of Granada under volume 1638, page GR-50504, sheet 212, and holding tax identification number B19647486;

Quasar Multifamily, S.L., a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at C/ Roure 6,8, 4 Pl. Polígono Industrial Can Vinyalets, El Prat de Llobregat (Barcelona), being registered with the Commercial Registry (Registro Mercantil) of Barcelona, under volume 46199, page B-512710, sheet 81, and holding tax identification number B67121301;

Inversiones Inmobiliarias Limara, S.L., a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at C/ José Ortega y Gasset, 29 (Madrid), being registered with the Commercial Registry (Registro Mercantil) of Madrid, under volume 35436, page M-636973, sheet 94, and holding tax identification number B-87703260;

Inversiones Inmobiliarias Popsol, S.L., a private limited liability Company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at C/ Ortega y Gasset, 29 (Madrid) being registered with the Commercial Registry (Registro Mercantil) of Madrid under volume 35436, sheet 58, page M-636970, and holding tax identification number B-87703187;

Rondano Properties 2018, S.L., a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at C/ Roure 6,8, 4 Pl. Polígono Industrial Can Vinyalets, El Prat de Llobregat (Barcelona), being registered with the Commercial Registry (Registro Mercantil) of Barcelona, under volume 46199, page B-512710, sheet 91, and holding tax identification number B67121285; and

Gorbea Properties 2017, S.L., a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at C/ Roure 6,8, 4 Pl. Polígono Industrial Can Vinyalets, El Prat de Llobregat (Barcelona), being registered with the Commercial Registry (Registro Mercantil) of Barcelona, under volume 46212, page B-508725, sheet 142, and holding tax identification number B67066290; and

Quasar Holdings REIT, S.L. a private limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of Spain with its registered office at C/ Roure 6,8, 4 Pl. Polígono Industrial Can Vinyalets, El Prat de Llobregat (Barcelona), being registered with the Commercial Registry (Registro Mercantil) of Barcelona, under volume 46199, page B-512697, sheet 1, and holding tax identification number B67121327,

in relation to each Original Lender, the amount set opposite its name under the heading “Term Facility A1A Commitment” in the Commitment Schedule and the amount of any other Term Facility A1A Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Term Facility A1A Commitment transferred to it under this Agreement,

in relation to each Original Lender, the amount set opposite its name under the heading “Term Facility A1B Commitment” in the Commitment Schedule and the amount of any other Term Facility A1B Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Term Facility A1B Commitment transferred to it under this Agreement,

in relation to each Original Lender, the amount set opposite its name under the heading “Term Facility A2A Commitment” in the Commitment Schedule and the amount of any other Term Facility A2A Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Term Facility A2A Commitment transferred to it under this Agreement,

in relation to each Original Lender, the amount set opposite its name under the heading “Term Facility A2B Commitment” in the Commitment Schedule and the amount of any other Term Facility A2B Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Term Facility A2B Commitment transferred to it under this Agreement,

in relation to each Original Lender, the amount set opposite its name under the heading “Term Facility A3A Commitment” in the Commitment Schedule and the amount of any other Term Facility A3A Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Term Facility A3A Commitment transferred to it under this Agreement,

in relation to each Original Lender, the amount set opposite its name under the heading “Term Facility A3B Commitment” in the Commitment Schedule and the amount of any other Term Facility A3B Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Term Facility A3B Commitment transferred to it under this Agreement,

in relation to each Original Lender, the amount set opposite its name under the heading “Term Facility A4A Commitment” in the Commitment Schedule and the amount of any other Term Facility A4A Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Term Facility A4A Commitment transferred to it under this Agreement,

in relation to each Original Lender, the amount set opposite its name under the heading “Term Facility A4B Commitment” in the Commitment Schedule and the amount of any other Term Facility A4B Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Term Facility A4B Commitment transferred to it under this Agreement,

in relation to each Original Lender, the amount set opposite its name under the heading “Term Facility BA Commitment” in the Commitment Schedule and the amount of any other Term Facility BA Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Term Facility BA Commitment transferred to it under this Agreement,

in relation to each Original Lender, the amount set opposite its name under the heading “Term Facility BB Commitment” in the Commitment Schedule and the amount of any other Term Facility BB Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Term Facility BB Commitment transferred to it under this Agreement,

each Acquisition Document;

each Finance Document;

each Portfolio Servicer/Asset Manager Agreement;

each Occupational Lease;

each Agreement for Lease; and

any other document designated as such by the Facility Agent and the Company.

the documents set out in Schedule 5 (Transaction Security Documents);

any other document entered into at any time by any Transaction Obligor creating any guarantee, indemnity, Security or other assurance against financial loss in favour of any of the Finance Parties as Security for any of the Secured Liabilities;

any other document amending, extending and/or ratifying any of the above Transaction Security Documents; and

the proposed Transfer Date specified in the relevant Assignment Agreement; and

the date on which the Facility Agent executes the relevant Assignment Agreement.

any loan acquired (including by way of sub-participation) by an Obligor pursuant to the Acquisition Documents; and

any new loans, payment plans or other related rights which an Obligor acquires or benefits from directly or indirectly as a result of a Permitted Acquisition,

completion of a Permitted Asset Disposal of that loan; or

repayment or discharge in full (including via discounted pay-off) of that loan and all related rights.

any tax imposed in compliance with the EC Directive 2006/112 of 28 November 2006 on the common system of value added tax; and

any other tax of a similar nature, whether imposed in a member state of the European Union in substitution or replacement for, or levied in addition to, such tax referred to in paragraph (a) above, or elsewhere.

Construction

Unless a contrary indication appears a reference in each Finance Document to:

any Finance Party, any Lender, any Mandated Lead Arranger, any Obligor, any Transaction Obligor, any Party, the Security Agent, the Facility Agent, any Non-wholly Owned Entity or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Facility Agent, any person for the time being appointed as facility agent in accordance with this Agreement and, in the case of the Security Agent, any person for the time being appointed as Security Agent in accordance with the terms of this Agreement;

a document in agreed form is a document which is:

initialled by or agreed in writing as being in “agreed form” by or on behalf of the Company and the Facility Agent; or

executed on or before the date of this Agreement by the Company and the Facility Agent;

asset includes present and future properties, shares, businesses, undertakings, revenues and rights of every description ;

constitutional documents includes, in relation to any person, as the context so requires, the certificate or deed of incorporation, articles of association or incorporation, by-laws, regulations, limited partnership agreement, charter, trust instrument or deed of that person and/or other document(s) defining the existence and regulating the control of that person as between it and its shareholders (but not between its shareholders only);

disposal includes a sale, lease, transfer, grant, conveyance, assignment, participation or other transfer of legal or economic ownership, compulsory acquisition, Expropriation, compulsory sale or other disposal or agreement for the disposal of, or the grant or creation of any interest derived from, any asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions) and includes, in respect of any Underlying Loan, any discounted pay off, resolution or settlement in respect of that Underlying Loan (and dispose shall be construed accordingly);

distribution means any form of payment (whether by way of distribution, dividend, bonus issue, return, redemption, repurchase and cancellation, liquidation, reduction or decrease of capital, fee, interest, principal, distribution or reduction of any share premium reserve, repayment or payment of shares in another person, the making of any loan or any other payment and, in each case, whether in cash or in kind) other than the payment of any Management Fees or Corporate Expenses;

director includes any statutory legal representative(s) of a person pursuant to the laws of its jurisdiction of incorporation or establishment;

the equivalent at any time of one currency in another currency shall be the equivalent of the first currency in the second currency at the applicable spot rate of exchange at such time;

any Acquisition Document, this Agreement, any Lease, any Finance Document, any Transaction Document, or any other agreement or instrument is a reference to that document or other agreement or instrument as amended, supplemented, varied, modified, replaced, restated and/or novated (however fundamentally) (each an amendment and as amended shall be construed accordingly);

a guarantee means any guarantee, bond, indemnity, letter of credit, or other legally binding assurance against loss granted by one person in respect of any obligation(s) of another person, or any legally binding agreement by one person to assume any obligation(s) of (or any legally binding arrangement by or under which obligation(s) is/are assumed in respect of) any other person, or any legally binding agreement under which two or more persons assume joint and several liability in respect of any obligation(s) of any person and guaranteed shall be construed accordingly;

indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

investment in a person includes the acquisition or subscription of shares of that person, the granting of indebtedness to or for the benefit of that person (whether by way of loan, Security or otherwise), the incurring of any liability or guarantee (actual or contingent, including any performance or financial bond or undertaking) for or in relation to the benefit of that person, or the making of any disposal to or for the benefit of that person;

know your customer requirements are identification checks that a Finance Party (acting for itself or on behalf of a prospective new Lender) requests in order to meet its obligations under any anti-money laundering laws and regulations to identify a person who is (or is to become) its customer;

land registry means in respect of any property, any land registry or any other equivalent registry in the jurisdiction in which that property is located and which exercises a registration function in respect of that property;

law includes any law (including common law), treaty, international convention, statute, ordinance, code, judgment, order, decree, ruling, directive, regulation, enforcement policy or decision or determination issued, entered into or promulgated by any international, supra-national, federal, national, state, provincial or local government, political subdivision, governmental, regulatory or administrative authority, instrumentality, agency, body or commission, self-regulatory organization or any court, tribunal or judicial or arbitral body;

a participation of a Lender in a Loan, means the amount of such Loan which that Lender has made or is to make available and thereafter that part of the Loan which is owed to that Lender;

person includes any person, firm, company, corporation, fund, unincorporated association, partnership, government, intergovernmental or supranational body, agency, department, regulatory, self-regulatory or other authority or organisation;

a property includes any present or future freehold and/or leasehold property and any other interest in land or buildings, including, without limitation, all constructions, improvements and accessions and all rights relating thereto, in each case howsoever described;

a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

share or share capital includes, as the context so requires, a share, quota, stock, limited or other partnership interest, unit, warrant, and any other interest in, or related to, the equity of a person (other than a natural person) and shareholder shall be construed accordingly;

a provision of law or of a regulation, directive, statute or statutory instrument is a reference to that provision as amended or re-enacted from time to time; and

a time of day is a reference to London time.

In any provision of a Finance Document where any Finance Party is required to consult with any member of the Group before making any decision, such Finance Party’s obligation to consult will be treated as being discharged if it follows the following procedure:

the consultation period will start upon the relevant Finance Party’s notice (giving reasonable details of the relevant matter (including, for the avoidance of doubt, in the case of any proposed assignment or transfer pursuant to Clause 29 (Changes to the Finance Parties), details of the proposed New Lender and the amount of Loans and/or Commitments the subject of such proposed assignment or transfer) in writing to the relevant member of the Group and will last for the period (the Consultation Period) required by the relevant provision or, if no period is specified, five Business Days;

during the Consultation Period the relevant member of the Group may submit comments and/or suggestions in writing to the relevant Finance Party relating to the relevant decision for consideration by that Finance Party; and

the relevant Finance Party will not take the relevant decision prior to the expiry of the Consultation Period and in taking the decision will take account of any comments or suggestions submitted to it by the relevant member of the Group during the Consultation Period but shall not be bound by them,

Any references within the Finance Documents to the Facility Agent and/or the Security Agent providing approval or consent or making a request, or to an item or a person being acceptable to, satisfactory to, to the satisfaction of or approved by the Facility Agent and/or the Security Agent are to be construed, unless otherwise specified, as references to the Facility Agent and/or the Security Agent (as applicable) taking such action or refraining from acting on the instructions of the Majority Lenders, and any references in the Finance Documents to (i) the Facility Agent and/or the Security Agent acting reasonably, (ii) a matter being in the reasonable opinion of the Facility Agent and/or the Security Agent, (iii) the Facility Agent’s and/or the Security Agent’s approval or consent not being unreasonably withheld, delayed or conditioned or (iv) any document, report, confirmation or evidence being required to be reasonably satisfactory to the Facility Agent and/or the Security Agent, are to be construed, unless otherwise specified in the Finance Documents, as the Facility Agent and/or the Security Agent (as applicable) acting on the instructions of the Majority Lenders (and the Lenders hereby agree to act reasonably in circumstances where the Facility Agent and/or the Security Agent would otherwise be required to act reasonably if this paragraph (c) did not apply). Where the Facility Agent or the Security Agent is obliged to consult under the terms of the Finance Documents, unless otherwise specified, the Majority Lenders must instruct the Facility Agent or the Security Agent to consult in accordance with the terms of the relevant Finance Document and the Facility Agent or the Security Agent must carry out that consultation in accordance with the instructions it receives from the Majority Lenders or the Lenders’ as the case may be.

Where the Facility Agent and/or the Security Agent is obliged to consult under the terms of the Finance Documents, unless otherwise specified, the Majority Lenders must instruct the Facility Agent and/or the Security Agent (as applicable) to consult in accordance with the terms of the relevant Finance Document and the Facility Agent and/or the Security Agent must carry out that consultation in accordance with the instructions it receives from the Majority Lenders.

Section, Clause and Schedule headings are for ease of reference only.

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

A Default is continuing if it has occurred and has not been remedied or waived.

Currency symbols and definitions

Personal liability

Third party rights

Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the Third Parties Act) or otherwise to enforce or enjoy the benefit of any term of any Finance Document.

Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary any Finance Document at any time.

Spanish Terms

an insolvency proceeding includes a declaración de concurso, con independencia de su carácter necesario o voluntario, any notice to a competent court pursuant to Article 5 Bis of the Spanish Insolvency Law and its “solicitud de inicio de procedimiento de concurso”, “auto de declaración de concurso”, “convenio judicial o extrajudicial con acreedores” and “transacción judicial o extrajudicial”;

a winding-up, administration or dissolution includes, without limitation, disolución, liquidación, procedimiento concursal or any other similar proceedings;

a receiver, administrative receiver, administrator or the like includes, without limitation, administración del concurso, administrador concursal or any other person performing the same function;

a composition, compromise, assignment or arrangement with any creditor includes, without limitation, the celebration of a convenio de acreedores in the context of a concurso;

a matured obligation includes, without limitation, any crédito líquido vencido y exigible;

Security includes, without limitation, any prenda (con o sin desplazamiento posesorio), hipoteca, garantía financiera pignoraticia and any other garantía real o personal, derecho de retención, crédito privilegiado, preferencia en el orden de prelación de créditos or other transaction having the same effect as each of the foregoing; and

a person being unable to pay its debts includes that person being in a state of insolvencia or concurso.

THE FACILITIES

The Facilities

Quasar Holdco, a euro term loan facility in an aggregate amount equal to the Total Term Facility A1A Commitments;

Quasar Holdco, a euro term loan facility in an aggregate amount equal to the Total Term Facility A1B Commitments;

Quasar Holdco, a euro term loan facility in an aggregate amount equal to the Total Term Facility A2A Commitments;

Quasar Holdco, a euro term loan facility in an aggregate amount equal to the Total Term Facility A2B Commitments;

Quasar Holdco, a euro term loan facility in an aggregate amount equal to the Total Term Facility A3A Commitments;

Quasar Holdco, a euro term loan facility in an aggregate amount equal to the Total Term Facility A3B Commitments;

LoanCo, a euro term loan facility in an aggregate amount equal to the Total Term Facility A4A Commitments;

LoanCo, a euro term loan facility in an aggregate amount equal to the Total Term Facility A4B Commitments;

the Borrowers (other than Quasar Holdco) a euro term loan facility in an aggregate amount equal to the Total Term Facility BA Commitments; and

the Borrowers (other than Quasar Holdco) a euro term loan facility in an aggregate amount equal to the Total Term Facility BB Commitments.

Finance Parties’ rights and obligations

The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in a Facility or its role under a Finance Document (including any such amount payable to the Facility Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

Obligors’ rights and obligations

Each Obligor (other than the Company) by its execution of this Agreement or an Accession Letter (as applicable) irrevocably appoints the Company to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

and empowers (even if it involves acting with multiple-representation, self-contracting (autocontracion) or a conflict with interests) the Company on its behalf to:

supply all information concerning itself contemplated by this Agreement to the Finance Parties;

give all notices and instructions including in respect of any of its Control Accounts or sums standing to the credit of any of its Control Accounts and, in the case of a Borrower, Utilisation Requests;

make such agreements (including the execution of any Spanish Public Document or the notarisation of any Finance Document) and effect the relevant amendments, supplements and variations capable of being given (including signing any Finance Document or any amendment or waiver in relation to it), made or effected by that Obligor notwithstanding that they may affect that Obligor, without further reference to or the consent of that Obligor;

sign, dispatch and receive as its agent (without prior consultation or agreement) all documents and notices to be signed, dispatched or received by that Obligor (including in respect of any of its Control Accounts);

sign or agree any amendment or waiver in relation to any Finance Document on behalf of that Obligor; and

take as its agent any other action necessary or desirable under or in connection with the Finance Documents; and

each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Company on its behalf,

The Company hereby accepts the appointment as agent of the other Obligors in relation to the Finance Documents on the terms set out in paragraph (a) above.

Every act, omission, agreement, undertaking, settlement, waiver, notice or other communication given or made by the Company or given to the Company under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with the same. In the event of any conflict between any notices or other communications of the Company and any other Obligor, those of the Company shall prevail.

Reallocation of Commitments

The Parties agree that, notwithstanding any provision of the Finance Documents to the contrary, a Lender (the Reallocating Lender) may, from time to time, deliver a Reallocation Notice to the Facility Agent for the purposes of reallocating its Commitments under:

Term Facility A1A to Term Facility A1B (or Term Facility A1B to Term Facility A1A);

Term Facility A2A to Term Facility A2B (or Term Facility A2B to Term Facility A2A);

Term Facility A3A to Term Facility A3B (or Term Facility A3B to Term Facility A3A);

Term Facility A4A to Term Facility A4B (or Term Facility A4B to Term Facility A4A); or

Term Facility BA to Term Facility BB (or Term Facility BB to Term Facility BA),

any such reallocation will not result in an increase in the principal amount of the Loans owed by a Borrower; and

no Reallocating Lender may reallocate any Commitments or participations in:

Term Facility A1A, Term Facility A2A, Term Facility A3A, Term Facility A4A or Term Facility BA unless the Commitments or participations which are to be reallocated represent a pro rata amount of all participations and Commitments owned by that Lender under each of Term Facility A1A, Term Facility A2A, Term Facility A3A, Term Facility A4A and Term Facility BA; or

Term Facility A1B, Term Facility A2B, Term Facility A3B, Term Facility A4B or Term Facility BB unless the Commitments or participations which are to be reallocated represent a pro rata amount of all participations and Commitments owned by that Lender under each of Term Facility A1B, Term Facility A2B, Term Facility A3B, Term Facility A4B and Term Facility BB.

Each Party (other than the Reallocating Lender) authorises the Facility Agent to execute any duly completed Reallocation Notice delivered to it pursuant to paragraph (a) above on its behalf.

A reallocation of Commitments referred to in paragraph (a) above will only be effective when the Facility Agent countersigns a Reallocation Notice which has been duly executed by the Reallocating Lender. The Facility Agent will promptly on receipt countersign any Reallocation Notice appearing on its face to comply with the terms of this Agreement. Each Party (other than the Reallocating Lender) authorises the Facility Agent to execute any duly completed Reallocation Notice delivered to it pursuant to paragraph (a) above on its behalf.

Any drawn Commitments reallocated under paragraph (a) above shall be deemed to have been originally drawn as a Loan by the relevant Borrower under the Facility to which that drawn Commitment has been reallocated.

The Facility Agent shall as soon as reasonably practicable inform the other Lenders and the Company if a Reallocating Lender reallocates its Commitments pursuant to this Clause 2.4.

PURPOSE

Term Facility A1A

financing the purchase price for the Acquisition (in respect of the shares in Canvives only) as set out in the Acquisition Agreement; and

financing or refinancing the Transaction Costs (in respect of the Financing Costs attributable to the shares in Canvives only).

Term Facility A1B

financing the purchase price for the Acquisition (in respect of the shares in Canvives only) as set out in the Acquisition Agreement; and

financing or refinancing the Transaction Costs (in respect of the Financing Costs attributable to the shares in Canvives only).

Term Facility A2A

financing the purchase price for the Acquisition (in respect of the shares in Aliseda SA only) as set out in the Acquisition Agreement; and

financing or refinancing the Transaction Costs (in respect of the Financing Costs attributable to the shares in Aliseda SA only).

Term Facility A2B

financing the purchase price for the Acquisition (in respect of the shares in Aliseda SA only) as set out in the Acquisition Agreement; and

financing or refinancing the Transaction Costs (in respect of the Financing Costs attributable to the shares in Aliseda SA only).

Term Facility A3A

financing the purchase price for the Acquisition (in respect of the shares in Tamadaba only) as set out in the Acquisition Agreement; and

financing or refinancing the Transaction Costs (in respect of the Financing Costs attributable to the shares in Tamadaba only).

Term Facility A3B

financing the purchase price for the Acquisition (in respect of the shares in Tamadaba only) as set out in the Acquisition Agreement; and

financing or refinancing the Transaction Costs (in respect of the Financing Costs attributable to the shares in Tamadaba only).

Term Facility A4A

financing the purchase price for the Acquisition (in respect of the shares in the Targets other than Canvives, Aliseda SA, Tamadaba, Aliseda Servicios, Inversiones Inmobiliarias Popsol, S.L. and Elbrus Properties S.A) as set out in the Acquisition Agreement; and

financing or refinancing the Transaction Costs (other than Financing Costs attributable to Term Facility BA and Term Facility BB only, Financing Costs attributable to the shares in Canvives only, Financing Costs attributable to the shares in Aliseda SA only or Financing Costs attributable to the shares in Tamadaba only).

Term Facility A4B

financing the purchase price for the Acquisition (in respect of the shares in the Targets other than Canvives, Aliseda SA, Tamadaba, Aliseda Servicios and Inversiones Inmobiliarias Popsol, S.L. and Elbrus Properties S.A) as set out in the Acquisition Agreement; and

financing or refinancing the Transaction Costs (other than Financing Costs attributable to Term Facility BA and Term Facility BB only, Financing Costs attributable to the shares in Canvives only, Financing Costs attributable to the shares in Aliseda SA only or Financing Costs attributable to the shares in Tamadaba only).

Term Facility BA

financing the purchase price for the Acquisition of the Underlying Loans to be purchased by LoanCo as set out in the Acquisition Agreement;

refinancing indebtedness of each Target (including, without limitation, accrued interest, hedge termination costs, break costs, prepayment fees and any other fees, costs and expenses in relation thereto), in each case in accordance with the Sources and Uses Statement; and

financing or refinancing the Financing Costs attributable to Term Facility BA and Term Facility BB only.

Term Facility BB

financing the purchase price for the Acquisition of the Underlying Loans to be purchased by LoanCo as set out in the Acquisition Agreement;

refinancing indebtedness of each Target (including, without limitation, accrued interest, hedge termination costs, break costs, prepayment fees and any other fees, costs and expenses in relation thereto), in each case in accordance with the Sources and Uses Statement; and

financing or refinancing the Financing Costs attributable to Term Facility BA and Term Facility BB only.

Monitoring

CONDITIONS OF UTILISATION

Initial Conditions Precedent

Additional Conditions Precedent

no Default is continuing or would result from the proposed Loan; and

each of the representations and warranties in Clause 19 (Representations) (to the extent required to be made on the date of the Utilisation Request and the proposed Utilisation Date in accordance with Clause 19.25 (Times at which representations are made)) are correct in all material respects.

Conditions Subsequent

On or before the Closing Date the Company shall ensure that it provides the Facility Agent with each of the documents and other evidence listed in Part 2 of Schedule 6 (Conditions Precedent and Conditions Subsequent) (unless the requirement to provide any of such documents or other evidence is waived by the Facility Agent (acting on the instructions of the Lenders)) in each case in form and substance satisfactory to the Facility Agent (acting on the instructions of the Lenders). The Facility Agent shall (acting on the instructions of the Lenders) notify the Company promptly upon the Facility Agent (acting on the instructions of the Lenders) being so satisfied. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

On or before the Account Opening Backstop Date the Company shall ensure that it provides the Facility Agent with each of the documents and other evidence listed in Part 3 of Schedule 6 (Conditions Precedent and Conditions Subsequent) (unless the requirement to provide any of such documents or other evidence is waived by the Facility Agent (acting on the instructions of the Majority Lenders)) in each case in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders). The Facility Agent shall (acting on the instructions of the Majority Lenders) notify the Company promptly upon the Facility Agent (acting on the instructions of the Majority Lenders) being so satisfied. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

Within 10 Business Days of registration of the capital increase referred to in Schedule 5 (Transaction Security Documents), the Company shall (unless the requirement to provide any of such documents or other evidence is waived by the Facility Agent (acting on the instructions of the Majority Lenders)):

extend the pledge over the shares of Quasar Holdco to the newly registered shares by means of Spanish Public Document (and such pledge extension should be acknowledged by Quasar Holdco by executing such Transaction Security Document);

ratify the irrevocable power of attorney related to such pledge; and

deliver to the Security Agent a copy of:

a share pledge certificate issued by the secretary of the board of directors (or equivalent body) to evidence ownership of the newly registered shares and that the extension of the relevant Spanish law pledge has been duly recorded in the shareholders’ registry book (libro registro de) of Quasar Holdco, jointly with a copy of such book (as applicable) with the relevant extension of pledge duly recorded; and

copy of the ownership title of the newly registered shares with the relevant extension of pledge duly recorded,

Each Obligor shall procure that each Existing Account is:

closed; or

designated as a Control Account if the relevant Obligor has:

created and perfected Transaction Security over the Existing Account; and

provided the Facility Agent with each of the documents and other evidence listed in Part 3 of Schedule 6 (Conditions Precedent and Conditions Subsequent) in respect of that Existing Account (unless the requirement to provide any of such documents or other evidence is waived by the Facility Agent (acting on the instructions of the Majority Lenders)) in each case in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders),

Consolidation of Loans

Division of Loans

UTILISATION OF LOANS

Delivery of a Utilisation Request

Completion of a Utilisation Request

it identifies the Facility to be utilised;

it identifies the Borrower;

the proposed Utilisation Date is a Business Day within the Availability Period for the applicable Facility;

the currency specified is euro;

the amount of the proposed Loan (when aggregated with all other Loans advanced under the same Facility then outstanding or requested under this Agreement) must be an amount which is not more than the applicable Available Facility;

the payment instructions in the Utilisation Request provide that:

an amount equal to the Initial Capex Reserve Amount is to be transferred to Capex Reserve Account;

an amount equal to the Initial Interest Reserve Amount is to be transferred to Interest Reserve Account; and

the proceeds of the Loan (other than the fees and other amounts to be deducted from the proceeds of the Loan in accordance with paragraph 4 of the Utilisation Request and the amounts specified in subparagraphs (i) and (ii) above) are to be transferred to the Closing Account; and

the Utilisation Request provides for each of Term Facility A1A, Term Facility A1B, Term Facility A2A, Term Facility A2B, Term Facility A3A, Term Facility A3B, Term Facility A4A, Term Facility A4B, Term Facility BA and Term Facility BB to be utilised on the same date.

Lenders’ Participation

If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its applicable Available Commitment to the applicable Available Facility immediately prior to making the Loan.

The Facility Agent shall promptly notify each Lender of the details of the requested Loan and the amount of its share in that Loan.

REPAYMENT

PREPAYMENT AND CANCELLATION

Illegality

that Illegal Lender shall promptly notify the Facility Agent upon becoming aware of that event;

upon the Facility Agent receiving a notification pursuant to paragraph (a) above, the Facility Agent shall notify the Company in writing; and

on such date as that Illegal Lender shall have specified in the notice delivered pursuant to paragraph (a) above (being no earlier than the last Business Day allowed by the relevant law (taking into account any applicable grace period)):

the Commitments of that Illegal Lender shall be cancelled and reduced to the extent required by the relevant law; and

each Borrower shall repay that Illegal Lender’s participation in the Loans together with accrued interest thereon and all other amounts owing to that Illegal Lender under the Finance Documents, in each case to the extent required by the relevant law,

Voluntary prepayment

Voluntary cancellation

Mandatory cancellation

Change of Control

In this Clause 7.5:

the Blackstone Investors cease to control Topco; or

other than as a result of a Permitted Disposal, Topco ceases to control any Obligor (other than Topco).

the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

cast, or control the casting of:

in the case of Topco, more than one half of the maximum number of votes that might be cast at a general shareholders’ meeting of Topco;

in the case of an Obligor (other than Topco, any SOCIMI and any SOCIMI Sub), all of the votes that might be cast at a general shareholders’ meeting of that Obligor; or

in the case of any SOCIMI and any SOCIMI Sub, all of the votes that might be cast at a general shareholders’ meeting of that SOCIMI or that SOCIMI Sub (excluding the Free Float Stake);

appoint or remove all (in the case of an Obligor (other than Topco)), or a majority (in the case of Topco), of the directors, managers or other equivalent officers of the relevant Obligor; and

the holding of:

in the case of Topco, more than one half of the issued share capital of Topco;

in the case of an Obligor (other than Topco, any SOCIMI or any SOCIMI Sub), all of the issued share capital of that Obligor; or

in the case of any SOCIMI or any SOCIMI Sub, all of the issued share capital of that SOCIMI or that SOCIMI Sub (excluding the Free Float Stake),

The Company shall promptly notify the Facility Agent if it becomes aware of any Change of Control.

Following a Change of Control, if the Majority Lenders so require, the Facility Agent shall by notice to the Company:

cancel all Commitments; and

declare all outstanding Loans, together with accrued interest and all other accrued unpaid amounts under the Finance Documents, to be immediately due and payable.

Prepayments: General

Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

Any repayment or prepayment under this Agreement shall be made together with (without double counting):

accrued but unpaid interest (including Margin) on the amount repaid or prepaid;

any applicable Break Costs and the applicable Prepayment Fee (if any); and

payment of any other Secured Liabilities which become due and payable as a result of the prepayment or repayment,

No Borrower may re-borrow any part of a Facility which has been repaid or prepaid.

No Obligor may repay or prepay all or any part of the Loans other than at the times and in the manner expressly provided for in this Agreement, unless otherwise agreed by the Facility Agent.

If the Facility Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Company or the affected Lender(s), as appropriate.

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

If all or any part of any Lender’s participation in a Loan under a Facility is repaid or prepaid, an amount of that Lender’s Commitments under the relevant Facility (equal to the amount of the participation which is repaid or prepaid in respect of that Facility) will be deemed to be cancelled on the date of such repayment or prepayment.

Any prepayment of a Loan (other than a prepayment to a single Lender pursuant to Clause 7.1 (Illegality) or Clause 29.8 (Replacement of Lenders)) shall be applied pro rata to each Lender’s participation in that Loan.

Order of application

in respect of any prepayment funded from a Control Account of any Obligor other than a Target:

firstly, the Term Facility A1A Loans, Term Facility A1B Loans, Term Facility A2A Loans, Term Facility A2B Loans, Term Facility A3A Loans, Term Facility A3B Loans, Term Facility A4A Loans and Term Facility A4B Loans only, pro rata; and

second, the Term Facility BA Loans and the Term Facility BB Loans only, pro rata;

in respect of any prepayment funded from a Control Account of Canvives, against the Term Facility A2A Loans, Term Facility A2B Loans, Term Facility A3A Loans, Term Facility A3B Loans, Term Facility A4A Loans, Term Facility A4B Loans, Term Facility BA Loans and Term Facility BB Loans only, pro rata;

in respect of any prepayment funded from a Control Account of Aliseda SA, against the Term Facility A1A Loans, Term Facility A1B Loans, Term Facility A3A Loans, Term Facility A3B Loans, Term Facility A4A Loans, Term Facility A4B Loans, Term Facility BA Loans and Term Facility BB Loans only, pro rata;

in respect of any prepayment funded from a Control Account of Tamadaba, against the Term Facility A1A Loans, Term Facility A1B Loans, Term Facility A2A Loans, Term Facility A2B Loans, Term Facility A4A Loans, Term Facility A4B Loans, Term Facility BA Loans and Term Facility BB Loans only, pro rata;

in respect of any prepayment funded from a Control Account of a Target (other than Canvives, Aliseda SA, Tamadaba and Elbrus Properties S.A.), against the Term Facility BA Loans and the Term Facility BB Loans only, pro rata; and

in respect of any prepayment funded from a Control Account of Elbrus Properties S.A., against the Term Facility A2A Loans, Term Facility A2B Loans, Term Facility A3A Loans, Term Facility A3B Loans, Term Facility A4A Loans, Term Facility A4B Loans, Term Facility BA Loans and Term Facility BB Loans only, pro rata,

Disposal Deficit Ledger

The Company shall maintain a ledger (the Disposal Deficit Ledger).

If, on an Interest Payment Date, the Ledger Asset Actual Prepayment Amount of a Ledger Asset in respect of which the Disposal Proceeds were credited to the Collection Account during the Interest Period ending on that Interest Payment Date is less than the Ledger Asset Target Prepayment Amount of that Ledger Asset, the Company shall debit from the Disposal Deficit Ledger an amount equal to the amount by which that Ledger Asset Target Prepayment Amount exceeds that Ledger Asset Actual Prepayment Amount.

If, on an Interest Payment Date, the Ledger Asset Actual Prepayment Amount of a Ledger Asset in respect of which the Disposal Proceeds were credited to the Collection Account during the Interest Period ending on that Interest Payment Date is more than the Ledger Asset Target Prepayment Amount of that Ledger Asset, the Company shall credit to the Disposal Deficit Ledger an amount equal to the amount by which that Ledger Asset Actual Prepayment Amount exceeds that Ledger Asset Target Prepayment Amount.

Following a prepayment pursuant to subparagraph (b)(xiii) of Clause 8.6 (Collection Account), the Company shall credit to the Disposal Deficit Ledger an amount equal to the aggregate principal amount of the Loans so prepaid.

If the Company makes a voluntary prepayment under Clause 7.2 (Voluntary prepayment) (other than any such prepayment funded from amounts standing to the credit of the Collection Account or the Cash Trap Account), the Company shall credit an aggregate amount equal to the aggregate principal amount of the Loans so prepaid to the Disposal Deficit Ledger.

Permitted Substitution Shortfall Ledger

The Company shall maintain a ledger (the Permitted Substitution Shortfall Ledger ).

If a Permitted Substitution Valuation Event is outstanding, the Company shall debit from the Permitted Substitution Shortfall Ledger an amount equal to €25,000,000.

If a Permitted Substitution Valuation procured pursuant to paragraph (a) of Clause 22.4 (Permitted Substitutions) specifies that the aggregate value of Portfolio Asset(s) (the Permitted Substitution Aggregate Value) acquired;

is greater than €75,000,000, an amount equal to the Permitted Substitution Aggregate Value minus €75,000,000 shall be credited to the Permitted Substitution Shortfall Ledger by the Company; or

is less than €75,000,000, the Company shall debit from the Permitted Substitution Shortfall Ledger an amount equal to €75,000,000 minus the Permitted Substitution Aggregate Value.

Following a prepayment pursuant to subparagraph (b)(xii) of Clause 8.6 (Collection Account), the Company shall credit to the Permitted Substitution Shortfall Ledger an amount equal to the aggregate principal amount of the Loans so prepaid.