Promontoria contracts

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Prom (Chestnut) (Scottish) 27 Nov 14 PART REDACTED.pdf

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Prom (Henrico) (Scottish) 5 June 15 UNREDACTED .pdf

Redacted text is as follows :-

1. Interpretation

"English Assignment and Assumption Deed" means the assignment and assumption deed dated on or around the date of this Assignation between the Seller, Clydesdale and the Buyer.

"Novation Agreement" means the novation agreement dated 21 April 15 between the Seller, Clydesdale, Promontoria Holding 93 BV and the Novated Buyer whereby the rights and obligations of Promontoria Holding 93 BV under the Sale and Purchase Agreement were novated to the Novated Buyer.

"Sale & Purchase Agreement" means the sale and purchase agreement dated 15 December 2014 between the Seller, Clydesdale and Promontoria Holding 93 BV (as the initial buyer), as amended by the Novation Agreement.

"Specified Loan Asset" means :-

a) a Relevant Loan Asset (this line not redacted)

b) a Relevant Loan Asset as defined in the English Assignment and Assumption Deed (this line redacted)

3. Notification

On the settlement Date, the Seller shall notify the Buyer in writing promptly upon receipt by it of the Purchase Price for each Relevant Borrower Asset Group and shall confirm to the Buyer in such notice that the Effective Time has occurred.

4. Sale and Purchase Agreement

Each of the Seller, Clydesdale and the Buyer hereby agree that this Assignation is a Transaction Document for the purposes of the Sale and Purchase Agreement. Each of the Seller, Clydesdale and the Buyer hereby agree and acknowledge that their entry into this Assignation is without prejudice to the rights and obligations granted and assumed by them, as appropriate, by virtue of their entry into the Sale and Purchase Agreement.

5. Further Assurance

The Seller and the Buyer shall, and the Seller will procure that Clydesdale shall, promptly upon request of either the Seller or the Buyer (the "Requesting Party") and at the expense of such Requesting Party, do all acts and/or execute all documents including, for the avoidance of doubt, taking reasonable steps to obtain the consent of any third party or entering into any transfer documentation in respect of any Relevant Loan Asset (or procure the doing or execution of such acts and/or such documents) reasonably requested by such Requesting Party in form and substance satisfactory to such Requesting Party for the purpose of completing the Transfer to the Buyer of any Relevant Loan Asset and otherwise giving each Party the benefit of this Assignation. Unless otherwise agreed between the Seller and the Buyer, any such request must be given within three (3) months of the Settlement Date.