Exhibit 10.31


 


INV.SPV.FL


 


{to be typed on the
headed notepaper of


Santander Corporate
Banking}


 


		To:	ARC CCLTRUK001, LLC



 


(registered
in the state of Delaware) (Borrower)


 


		Address:	2711 Centerville Road



 


Suite 400


 


Wilmington


 


Delaware


 


19808 USA


 


Date: 13th
February 2014


 


Dear Sirs


 


		1	Facility



 


This letter
sets out the terms and conditions on which the Lender agrees to make available to the Borrower a term loan facility in an amount
not exceeding £19,250,000.


 


		2	Definitions and interpretation



 


Words and expressions
used in this letter are defined in Schedule 1 and this letter shall be construed in accordance with Schedule 1.


 


		3	Purpose



 


		3.1	The Borrower shall apply the Loan towards the purchase of the Property.



 


		3.2	The Lender is not bound to monitor or verify the application of any amount borrowed pursuant to
this letter.



 


		4	Conditions of utilisation



 


		4.1	The Borrower may not request the Loan unless the Lender has received all of the documents and other
evidence listed in Schedule 2, in a form and substance satisfactory to the Lender.



 


		4.2	The Loan shall not be made unless on the proposed Utilisation Date:



 


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



 


		(b)	the representations and warranties in clause 15 are true.



 


		4.3	The Loan shall be drawn down as a single advance.



 






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		5	Utilisation



 


		5.1	The Borrower may request the Loan by delivering a notice to the Lender not later than 10 am
two Business Days prior to the proposed Utilisation Date (or such other period as the Lender may agree).



 


		5.2	That notice is irrevocable and must specify:



 


		(a)	the proposed Utilisation Date (being a Business Day within the Availability Period);



 


		(b)	the amount of the Facility to be drawn (which must not exceed £19,250,000); and



 


		(c)	the account to which the Loan should be credited.



 


		6	Repayment



 


		6.1	The Borrower shall repay the Loan in full (together with all other sums outstanding to the Lender
under this letter) on or before the Final Repayment Date.



 


		6.2	The Borrower may not reborrow any part of the Facility which is repaid.



 


		7	Illegality, prepayment and cancellation



 


		7.1	If it becomes unlawful for the Lender to perform any of its obligations under this letter or to
fund the Loan:



 


		(a)	on the Lender notifying the Borrower in writing, the Facility will be immediately cancelled; and



 


		(b)	the Borrower shall repay the Loan on the date specified by the Lender (being no earlier than the
last day of any applicable grace period permitted by law).



 


		7.2	The Borrower may, if it gives the Lender not less than 5 Business Days prior written notice, prepay
the whole or any part of the Loan (but, if in part, being an amount that reduces the Loan by a minimum amount and an integral multiple
of £100,000).



 


		7.3	



 


		(a)	If:



 


		(i)	any sum payable to the Lender by the Borrower is required to be increased under clause 11.1(b);
or



 


		(ii)	the Lender claims indemnification from the Borrower under clause 12.1,



 


the Borrower
may, whilst the circumstance giving rise to the requirement to pay an increased amount or indemnification continues, give the Lender
written notice of its intention to prepay the Loan in full.


 


		(b)	On the date specified by the Borrower in a notice under clause 7.3(a), the Borrower shall
repay the Loan in full.



 


		7.4	



 






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		(a)	Any notice of prepayment given under this clause 7 shall be irrevocable and shall specify
the date on which the relevant prepayment is to be made and the amount of that prepayment.



 


		(b)	Any prepayment under this letter shall be made together with accrued interest on the amount prepaid
and any amounts due under clause 13.



 


		(c)	The Borrower may not reborrow any part of the Facility which is prepaid.



 


		(d)	The Borrower shall not repay or prepay all or any part of the Loan except at the times and in the
manner expressly provided for in this letter.



 


		8	Interest



 


		8.1	



 


		(a)	Interest shall accrue on the Loan for each applicable Interest Period at the percentage rate per
annum which is the aggregate of:



 


		(i)	the Margin;



 


		(ii)	LIBOR; and



 


		(iii)	the Mandatory Cost.



 


		(b)	The Borrower shall pay accrued interest on the Loan on each Interest Payment Date.



 


		(c)	The Lender shall notify the Borrower of the determination of a rate of interest under this letter.



 


8.2


 


		(a)	The first Interest Period for the Loan shall start on the Utilisation Date and end on 31st
July 2014.



 


		(b)	Each subsequent Interest Period shall start on the expiry of the previous Interest Period and end
on the next Interest Payment Date.



 


		(c)	No Interest Period for the Loan shall extend beyond the Final Repayment Date.



 


		8.3	If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period
will instead end on the next Business Day in that month (if there is one) or the preceding Business Day (if there is not).



 


		8.4	



 


		(a)	If the Borrower fails to pay any amount payable by it under a Finance Document on its due date,
default interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment)
at a rate which, subject to clause 8.4(b), is 2 per cent higher than the rate which would have been payable if the overdue
amount had, during the period of non-payment, constituted the Loan for successive Interest Periods, each of a duration selected
by the Lender (acting reasonably). Any interest accruing under this clause 8.4 shall be immediately payable by the Borrower
on demand by the Lender.



 






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		(b)	If any overdue amount consists of all or part of the Loan which became due on a day which was not
the last day of an Interest Period relating to the Loan:



 


		(i)	the first Interest Period for that overdue amount shall have a duration equal to the unexpired
portion of the current Interest Period relating to the Loan; and



 


		(ii)	the rate of interest applying to the overdue amount during that first Interest Period shall be
2 per cent higher than the rate which would have applied if the overdue amount had not become due.



 


		(c)	Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount
at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.



 


8.5


 


		(a)	If a Market Disruption Event occurs in relation to the Loan for any Interest Period, then the rate
of interest on the Loan for that Interest Period shall be the rate per annum which is the sum of:



 


		(i)	the Margin;



 


		(ii)	the rate notified to the Borrower by the Lender as soon as practicable and in any event before
interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost
to the Lender of funding the Loan from whatever source it may reasonably select; and



 


		(iii)	the Mandatory Cost.



 


		(b)	In this letter, Market Disruption Event means that at or about 11 am on the first day of
the relevant Interest Period:



 


		(i)	the Screen Rate is not available; and



 


		(ii)	the Lender (acting reasonably) determines that, by reasons of circumstances affecting the London
Interbank Market generally, adequate and fair means do not existing for ascertaining LIBOR for that Interest Period.



 


		(c)	If a Market Disruption Event occurs and the Lender or the Borrower so requires, the Lender and
the Borrower shall enter into negotiations (for a period of not more than 20 Business Days) with a view to agreeing a substitute
basis for determining the rate of interest.



 


		8.6	The Borrower shall ensure that, no later than 1 Business Day after the Utilisation Date, Hedging
Arrangements are in place (in a form acceptable to the Lender) in respect of not less than 100% of the Loan and that such Hedging
Arrangements are maintained for the term of the Facility. The Borrower shall provide the Lender with all such information as the
Lender may reasonably request from time to time in relation to the Hedging Arrangements.



 


		9	Bank accounts



 


		9.1	The Borrower shall maintain with the Lender, a current account in the name of the Borrower designated
as "Rent Account" and shall not, without the prior written consent of the Lender (such consent not to be unreasonably
withheld, delayed or conditioned), maintain any other 



 






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    	INV.SPV.FL



    

 





		 	bank account, save that the Borrower shall be permitted to open and maintain
other bank accounts with the Lender that are required to be held pursuant to any additional facility arrangement entered into between
the Borrower and the Lender.






 


		9.2	The Borrower shall procure that all Net Rental Income and all other amounts received by the Managing
Agent are paid into the Rent Account in cleared funds on or before each Interest Payment Date.



 


		9.3	If, notwithstanding clause 9.2, the Borrower receives any amount otherwise than by credit
to the Rent Account or through the Lender, the Borrower shall pay that amount into the Rent Account or to the Lender immediately
on receipt and shall, in the meantime, hold that payment subject to the security created by the Finance Documents.



 


		9.4	If the Rent Account is maintained with the Lender:



 


		(a)	subject to clause 9.4(b) and to the requirement that any amounts paid into the Rent Account for
a particular purpose must be used for that purpose, the Borrower shall have signing rights in relation to the Rent Account and
may withdraw any amount from the Rent Account for any purpose;



 


		(b)	while a Default is continuing, only the Lender may withdraw sums from the Rent Account;



 


		(c)	the Lender may, at any time, apply any monies standing to the credit of the Rent Account in or
towards payment of any amount then due and payable to it but unpaid under the Finance Documents;



 


		(d)	the Lender shall not be responsible to the Borrower for any non-payment of any liability of the
Borrower which could be paid out of moneys standing to the credit of the Rent Account. The Lender shall not be liable to the Borrower
for any withdrawal wrongly made if made in good faith; and



 


		(e)	the Lender may delegate its powers of withdrawal under this clause 9 to any administrator,
receiver and/or manager.



 


		10	Fees



 


The Borrower
shall pay to the Lender a non-refundable arrangement fee of £192,500 on the Utilisation Date.


 


		11	Tax gross up and indemnities



 


		11.1	



 


		(a)	The Borrower shall make all payments to be made by it under any Finance Document without any Tax
Deduction, unless a Tax Deduction is required by law.



 


		(b)	If a Tax Deduction is required by law to be made by the Borrower the amount of the payment due
from the Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment
which would have been due if no Tax Deduction had been required.



 


		11.2	The Borrower shall pay, and, on demand, indemnify the Lender against any cost, loss or liability
the Lender incurs in relation to, all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.



 






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    	INV.SPV.FL



    

 


		11.3	All amounts payable under a Finance Document by the Borrower shall be deemed to be exclusive of
any VAT. If VAT is chargeable, the Borrower shall pay to the Lender (in addition to and at the same time as paying such amount)
an amount equal to the amount of the VAT.



 


		11.4	Subject to clause 11.6 below, each of the Borrower and the Lender shall, within ten Business
Days of a reasonable request by the other party:



 


		(a)	confirm to the other whether it is:



 


(A)a FATCA
Exempt Party; or


 


(B)not
a FATCA Exempt Party; and


 


		(b)	supply to that other Party such forms, documentation and other information relating to its status
under FATCA (including its applicable "passthru payment percentage" or other information required under the US Treasury
Regulations or other official guidance including intergovernmental agreements) as that other party reasonably requests for the
purposes of that other party's compliance with FATCA.



 


		11.5	If a Party confirms to the other pursuant to 11.4(a) above that it is a FATCA Exempt Party and
it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party
reasonably promptly.



 


		11.6	Clause 11.4 above shall not oblige the Lender to do anything which would or might in its reasonable
opinion constitute a breach of:



 


		(a)	any law or regulation;



 


		(b)	any fiduciary duty; or



 


		(c)	any duty of confidentiality.



 


		11.7	If a Party fails to confirm its status or to supply forms, documentation or other information requested
in accordance with clause 11.4 above (including, for the avoidance of doubt, where clause 11.6) above applies), then:



 


		(a)	if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party
shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and



 


		(b)	if that Party failed to confirm its applicable "passthru payment percentage" then such
party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable "passthru
payment percentage" is 100%,



 


until (in
each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.


 


		11.8	Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required
in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such
a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.



 


		11.9	Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there
is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is making the payment.



 






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		12	Increased Costs



 


		12.1	



 


		(a)	Subject to clause 12.2, the Borrower shall, on demand by the Lender, pay to the Lender the
amount of any Increased Costs incurred by the Lender as a result of (i) the introduction of or any change in (or in the interpretation
or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this letter.



 


		(b)	In this letter, Increased Costs means:



 


		(i)	a reduction in the rate of return from the Facility or on the Lender's overall capital;



 


		(ii)	an additional or increased cost; or



 


		(iii)	a reduction of any amount due and payable under any Finance Document,



 


which is incurred
or suffered by the Lender to the extent that it is attributable to the Lender having entered into the Facility or funding or performing
its obligations under any Finance Document.


 


		12.2	Clause 12.1 does not apply to the extent any Increased Cost is:



 


		(a)	attributable to a Tax Deduction required by law to be made by the Borrower;



 


		(b)	compensated for by the payment of the Mandatory Cost;



 


		(c)	attributable to the wilful breach by the Lender of any law or regulation; or



 


		(d)	attributable to a FATCA Deduction required to be made by the Borrower.



 


		13	Other indemnities



 


		13.1	The Borrower shall within 3 Business Days of written demand, indemnify the Lender against any cost,
loss or liability incurred by it as a result of:



 


		(a)	the occurrence of any Event of Default; or



 


		(b)	the Loan not being advanced on, or being advanced on a date other than, the Utilisation Date specified
in any notice delivered pursuant to clause 5.1 other than as a result of a breach by the Lender of its obligations under this letter.



 


		13.2	The Borrower shall, on demand by the Lender, pay to the Lender the LIBOR Break Costs attributable
to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for
the Loan or Unpaid Sum.



 


		13.3	The Lender shall within 3 Business Days of certification by the Lender, pay to the Rent Account
any LIBOR Break Gain.



 






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		14	Costs and expenses



 


		14.1	The Borrower shall pay to the Lender within 3 Business Days of written demand the amount of all
costs and expenses (including legal fees and fees in respect of the Valuation) properly incurred by it in connection with:



 


		(a)	the negotiation, preparation and execution of this letter and any document referred to in this
letter or a Security Document, subject to an overall limit in the amount of £15,000 plus VAT thereon where applicable and
disbursements;



 


		(b)	the preparation of the initial Valuation, subject to an overall limit in the amount of £19,668
(including VAT and disbursements);



 


		(c)	any other Finance Document executed after the Utilisation Date; and



 


		(d)	any amendment, release, waiver or consent requested by the Borrower in relation to a Finance Document.



 


		14.2	The Borrower shall within 3 Business Days of written demand pay to the Lender the amount of all
costs and expenses (including legal fees) incurred by the Lender in connection with enforcement of, or the preservation of any
rights under, any Finance Document.



 


		15	Representations



 


The Borrower
makes the representations and warranties set out in this clause 15 to the Lender on the date of this letter and on the Utilisation
Date.


 


		15.1	



 


		(a)	The Borrower is a body corporate, duly incorporated and validly existing under the law of the jurisdiction
of its incorporation.



 


		(b)	The Borrower has the power to own its assets and carry on its activities as they are being conducted.



 


		15.2	Each Finance Document is in full force and effect and the obligations expressed to be assumed by
the Borrower in each Finance Document to which it is a party are legal, valid, binding and enforceable obligations, subject to
the Reservations and any qualification set out in any legal opinion or Report addressed to the Lender in connection with the Finance
Documents. The Lender agrees that the Borrower shall not be in breach of this clause 15.2 as a result of the Hedging Arrangements
being entered into by the Borrower within 1 Business Day of the Utilisation Date in accordance with clause 8.6.



 


		15.3	The entry into and performance by the Borrower of, and the transactions contemplated by, the Finance
Documents to which it is a party do not and will not conflict with:



 


		(a)	any law or regulation applicable to it; or



 


		(b)	its constitutional documents (if any).



 


		15.4	The entry into and performance by it of, and the transactions contemplated by, the Finance Documents
to which it is a party do not and will not conflict with any agreement or instrument binding on it or any of its assets nor oblige
it to create any Security over any of its assets (other than under a Security Document).



 






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		15.5	The Borrower has the power to enter into, perform and deliver, and has taken all necessary action
to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated
by those Finance Documents.



 


		15.6	All Authorisations required:



 


		(a)	to enable the Borrower lawfully to enter into, exercise its rights and comply with its obligations
under the Finance Documents to which it is a party; and



 


		(b)	to make the Finance Documents to which the Borrower is a party admissible in evidence in its Relevant
Jurisdictions,



 


have been obtained
or effected (as appropriate) and are in full force and effect.


 


		15.7	The choice of governing law of the Finance Documents to which it is a party will be recognised
and enforced in the Borrower's Relevant Jurisdictions, subject to the Reservations and any qualification set out in any legal opinion
or Report addressed to the Lender in connection with the Finance Documents.



 


		15.8	Any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law
of that Finance Document will be recognised and enforced in the Borrower's Relevant Jurisdictions, subject to the Reservations
and any qualification set out in any legal opinion or Report addressed to the Lender in connection with the Finance Documents.



 


		15.9	No Event of Default is continuing or is reasonably likely to result from the making of the Loan.



 


		15.10	No litigation, arbitration, administrative or bankruptcy proceedings of or before any court, arbitral
body or agency is current or pending or, so far as the Borrower is aware, threatened against it which, if adversely determined,
could reasonably be expected to have a Material Adverse Effect.



 


		15.11	



 


		(a)	In each case save as disclosed in any Certificate of Title:



 


		(i)	the Borrower is the sole legal and beneficial owner of, and has good and marketable title to, the
Property subject to no Security;



 


		(ii)	there subsists no breach of any law or regulation which affects or might reasonably be expected
to affect the value of the Property;



 


		(iii)	there are no covenants, agreements, stipulations, reservations, conditions, interests, rights or
other matters whatsoever which affect the Property;



 


		(iv)	nothing has arisen or has been created or is subsisting which would be an overriding interest over
the Property;



 


		(v)	no facility necessary for the enjoyment and use of the Property is enjoyed on terms entitling any
person to terminate or curtail its use; and



 


		(vi)	the Borrower has not received notice of any adverse claim by any person in respect of the ownership
of the Property or any interest in it, nor has any acknowledgement been given to any person in respect of the Property.



 






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		(b)	Save as disclosed in any Certificate of Title, all deeds and documents necessary to show good and
marketable title to the Property are in the possession of, or held to the order of, the Lender.



 


		15.12	The Borrower is not required to make any deduction for or on account of Tax from any payment it
may make under any Finance Document.



 


		15.13	



 


		(a)	All information supplied by it to the Lender in connection with the Finance Documents was true
and accurate in all material respects as at the date it was provided or as at the date (if any) at which it was stated.



 


		(b)	All information supplied by or on behalf of the Borrower in connection with the preparation of
the Reports was true, complete and accurate in all material respects at the dates supplied.



 


		(c)	All statements of fact in the Reports (other than the Certificate of Title) are true and accurate
in all material respects.



 


		(d)	So far as the Borrower is aware (having made due and careful enquiry), no Report (other than the
Certificate of Title) is misleading in any material respect and there is no expression of opinion contained in, or any conclusion
reached in, any Report (other than the Certificate of Title) which is not fair and reasonable.



 


		(e)	So far as the Borrower is aware (having made due and careful enquiry), nothing has occurred or
come to light since the date of any Report (other than the Certificate of Title) which renders any material facts contained in
that Report (other than the Certificate of Title) inaccurate or misleading or which makes any of the opinions or conclusions contained
in the relevant Report (other than the Certificate of Title) unfair or unreasonable.



 


		(f)	The Borrower has read the Certificate of Title and is not aware of any material omission or inaccuracy
in the Certificate of Title.



 


		15.14	The Repeating Representations are deemed to be repeated by the Borrower on each Interest Payment
Date, by reference to the facts and circumstances then existing.



 


		16	Information undertakings



 


The undertakings
in this clause 16 remain in force from the date of this letter for so long as any amount is outstanding under the Finance
Documents or the Facility is available for drawing.


 


		16.1	The Borrower shall supply to the Lender as soon as the same become available, but in any event
within 270 days after the end of each of its financial years its (unaudited) financial statements for that financial year.



 


		16.2	The Borrower shall procure that each set of financial statements delivered under clause 16.1:



 


		(a)	is prepared using GAAP and accounting practices and financial reference periods consistent with
those applied in the preparation of the first set of financial statements provided under clause 16.1; and



 






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		(b)	give a true and fair view (if audited) or fairly present (if unaudited) of its financial condition
as at the end of, and results of operations for, the period to which they relate.



 


		16.3	The Borrower shall supply to the Lender:



 


		(a)	all documents despatched by the Borrower to its creditors generally, at the same time as they are
despatched;



 


		(b)	promptly on becoming aware of them, the details of any litigation, arbitration, administrative
or bankruptcy proceedings which are current, threatened or pending against it and which, if adversely determined, are likely to
have a Material Adverse Effect;



 


		(c)	immediate notification of any notice received by it under section 146 of the Law of Property Act
1925 or any proceedings commenced or steps taken against it for the forfeiture of any lease under which it holds an interest in
the Property;



 


		(d)	(unless otherwise agreed in writing by the Lender) no later than 28 days following the end of each
Interest Payment Date, a quarterly monitoring report containing such information in respect of the Property and each Occupational
Lease as the Lender shall reasonably require such report to be in a form acceptable to the Lender, but to include, without limitation,
the following information:



 


		(i)	the name of the tenant, or occupier;



 


		(ii)	the rent, service charge, VAT and any other payments payable and (separately) paid in that Quarter;



 


		(iii)	details of any rent or service charges arrears;



 


		(iv)	details of any rent review agreed or in progress during that Quarter and any rent review which
will fall to be determined in the following Quarter;



 


		(v)	details of any expiry, termination or surrender or any notice of expiry, termination or surrender
given by the tenant;



 


		(vi)	details of any new lettings and licences proposed;



 


		(vii)	details of any new insurance claims and the progress of existing insurance claims;



 


		(viii)	details of any dispute between the Borrower and any tenant or occupier of the Property which, if
adversely determined, would have or is reasonably likely to have a Material Adverse Effect;



 


		(ix)	details of any sinking fund in respect of the Property;



 


		(x)	details of any proposed disposal of the Property (including negotiations for the grant of any Occupational
Lease); and



 


		(xi)	details of all irrecoverable expenditure incurred or to be incurred by the Borrower in respect
of the Property) in excess of £10,000; and



 






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		(e)	such further information regarding the business and operations of the Borrower, the Property or
the financial condition of the Borrower as the Lender may reasonably request.



 


		16.4	The Borrower shall notify the Lender if any person becomes a member of the Borrower or ceases to
be a member of the Borrower.



 


		16.5	The Borrower shall notify the Lender of any Default (and the steps, if any, being taken to remedy
it) on becoming aware of its occurrence.



 


		16.6	The Borrower shall supply to the Lender a Compliance Certificate within 28 days of each Interest
Payment Date setting out (in reasonable detail) computations as to compliance with the financial covenants set out in clause 17.



 


		17	Financial covenants



 


		17.1	So long as any amount is outstanding under the Finance Documents or the Facility is available for
borrowing the Borrower shall ensure that:



 


		(a)	in respect of each Relevant Period, Annual Rent shall be at least 200 per cent of Annual Interest
Costs; and



 


		(b)	at all times the Loan shall not exceed 60 per cent of the Market Value of the Property.



 


		17.2	The covenant in clause 17.1(a) shall be tested on each Interest Payment Date. The covenant in clause
17.1(b) shall be tested annually by reference to the then most recent Valuation received by the Lender.



 


		17.3	If, following a Valuation, the Borrower is in breach of clause 17.1(b), the Borrower shall
within 20 Business Days of the date on which it is notified by the Lender of the breach, prepay the Loan in an amount sufficient
to ensure compliance with clause 17.1(b).



 


		17.4	



 


		(a)	The Borrower shall within 3 Business Days of written demand pay the costs of the initial Valuation
supplied under clause 4.1 and any Valuation requested in accordance with clauses 17.4(b) and 17.4(c).



 


		(b)	The Lender may request a Valuation no more than once in each three year period.



 


		(c)	Notwithstanding clause 17.4(b), the Lender may request a Valuation at any time if:



 


		(i)	a Default is outstanding; or



 


		(ii)	subject to clause 17.4(f), a Default is reasonably anticipated at the date of the request; and/or



 


		(iii)	the Borrower proposes to sell or otherwise dispose of all or any part of the Property.



 


		(d)	The Lender may call for a Valuation at any time at its own cost.



 


		(e)	The Borrower shall provide all reasonable assistance to a Valuer to enable it to carry out a Valuation.



 






    	12



    	INV.SPV.FL



    

 


		(f)	If the Lender requests a Valuation pursuant to clause 17.4(c)(ii) and the Valuation does not reveal
the existence of a Default, in the event that the Lender has requested a Valuation more than once pursuant to clause 17.4(b) or
17.4(c) in the previous three years the cost of the Valuation shall be for the Lender's account.



 


		18	General undertakings



 


The undertakings
in this clause 18 remain in force from the date of this letter for so long as any amount is outstanding under the Finance
Documents or the Facility is available for borrowing.


 


		18.1	The Borrower will comply with all laws and regulations applicable to it if failure so to comply
has or is reasonably likely to have a Material Adverse Effect.



 


		18.2	The Borrower will not, without the prior written consent of the Lender, (whether by a single transaction
or a series of related or unrelated transactions and whether at the same time or over a period of time) sell, transfer, lease or
otherwise dispose of any of its Charged Assets or agree to do so.



 


		18.3	



 


		(a)	The Borrower shall not create or permit to subsist any Security over any of its assets other than
Permitted Security.



 


		(b)	The Borrower shall procure that its payment obligations under the Finance Documents rank at least
pari passu with the claims of all other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by
law applying to companies generally.



 


		18.4	The Borrower will not without the prior written consent of the Lender (such consent not to be unreasonably
withheld, delayed or conditioned) form or acquire any Subsidiary or subscribe for shares in any company.



 


		18.5	The Borrower will not incur or permit to be outstanding any Financial Indebtedness, other than:



 


		(a)	amounts due under any Finance Document;



 


		(b)	any other Financial Indebtedness to which the Lender has given its prior written consent;



 


		(c)	Subordinated Loans;



 


		(d)	any other Financial Indebtedness which the Lender has made available to the Borrower; and



 


		(e)	other Financial Indebtedness not exceeding £5,000 in aggregate in any financial year.



 


		18.6	The Borrower will not without the prior written consent of the Lender redesignate all or any part
of any member's capital contribution as a loan.



 


		18.7	The Borrower shall not, without the prior written consent of the Lender:



 


		(a)	grant or agree to grant any new Occupational Lease;



 






    	13



    	INV.SPV.FL



    

 


		(b)	agree to any amendment or waiver or surrender or take any action which may lead to forfeiture in
respect of any existing Occupational Lease;



 


		(c)	grant any licence or right to occupy any part of the Property;



 


		(d)	(such consent not to be unreasonably withheld, delayed or conditioned where the Borrower may not
unreasonably withhold its consent) consent to any assignment or subletting or sub-lease of any lessee's or tenant's interest under
any Occupational Lease; or



 


		(e)	(except where required to do so under the terms of the relevant Occupational Lease) agree to any
rent review in respect of any Occupational Lease.



 


		18.8	



 


		(a)	The Borrower shall not appoint any Managing Agent of the Property other than Moor Park Capital
Partners LLP except with the consent of, and on terms approved by, the Lender (such consent not to be unreasonably withheld, delayed
or conditioned).



 


		(b)	The Borrower shall procure that each Managing Agent shall on its appointment enter into a Duty
of Care Deed and acknowledge to the Lender that it has notice of the Security created by the Security Documents and that it agrees
to pay all Net Rental Income received by it into the Rent Account in cleared funds on or before each Interest Payment Date without
withholding, set off or counterclaim.



 


		(c)	The Borrower shall not terminate the appointment of any Managing Agent without the consent of the
Lender (such consent not to be unreasonably withheld, delayed or conditioned).



 


		18.9	The Borrower shall not change its accounting reference period without the prior written consent
of the Lender (such consent not to be unreasonably withheld, delayed or conditioned).



 


		18.10	



 


		(a)	The Borrower shall effect:



 


		(i)	insurance of its assets in accordance with paragraph 6.14 of the CML Lenders' Handbook save that
the insurance shall be for the full reinstatement value of the Property which shall be deemed to be the value of that Property
as specified in the most recent Valuation;



 


		(ii)	insurance against acts of terrorism; and



 


		(iii)	insurance against 3 years loss of rent,



 


all such insurances
to be in amount and in a form and with an insurance company or underwriters acceptable to the Lender (acting reasonably).


 


		(b)	The Borrower will procure that the Lender is either joint insured or, if so agreed by the Lender,
noted as mortgagee and loss payee on each such insurance policy and that every such policy shall contain:



 


		(i)	a standard mortgagee clause whereby such insurance shall not be vitiated or avoided as against
a mortgagee in the event or as a result of any 



 






    	14



    	INV.SPV.FL



    

  


	 	 	misrepresentation, act or neglect or failure to make disclosure on the part of the
insured party or any circumstance beyond the control of the insured party; and






 


		(ii)	terms providing that it shall not be invalidated so far as the Lender is concerned for failure
to pay any premium due without the insurer first giving to the Lender not less than 10 Business Days' notice.



 


		(c)	The Borrower will promptly on request supply copies of its Insurances and will notify the Lender
of new policies, renewals made and material variations or cancellations of policies made or, to the knowledge of the Borrower,
threatened or pending.



 


		(d)	The Borrower shall not do or permit to be done anything which may make void or voidable any of
the Insurances.



 


		(e)	The Borrower shall promptly pay all premiums and do all other things necessary to keep all of the
Insurances.



 


		(f)	If the Borrower fails to comply with any of the provisions of this clause 18.10, the Lender
shall immediately be entitled to effect the Insurances concerned at the expense of the Borrower.



 


		(g)	Subject to clause 18.10(h), the Borrower shall apply all monies received or receivable under any
Insurance (other than any insurance in respect of third party liability) towards replacing, restoring or reinstating the relevant
asset. Any proceeds of insurance received by the Borrower shall, pending any such replacement, restoration or reinstatement, be
credited to the Rent Account.



 


		(h)	To the extent that any Insurance and any Occupational Lease does not restrict the proceeds of insurance
under that policy being used to prepay the Loan, the proceeds of insurance shall:



 


		(i)	if at the relevant time an Event of Default has occurred and is continuing; or



 


		(ii)	at any other time if the Lender requests or requires it in writing,



 


be used to prepay
the Loan.


 


		18.11	The Borrower shall use all reasonable endeavours to obtain (as soon as practicable) from each landlord
under any lease pursuant to which the Borrower holds an interest in the Property, an acknowledgement addressed to the Lender confirming
that such landlord will provide the Lender with 14 days' prior written notice of its intention to serve a notice under section
146 of the Law of Property Act 1925 or to take any other steps to forfeit or terminate such lease.



 


		19	Events of Default



 


Each of the
events or circumstances set out in this clause 19 is an Event of Default.


 


		19.1	The Borrower does not pay on the due date any amount pursuant to a Finance Document at the place
at and in the currency in which it is expressed to be payable unless its failure to pay is caused by an administrative or technical
error and payment is made within 3 Business Days of its due date.



 






    	15



    	INV.SPV.FL



    

 


		19.2	Any of the provisions in clauses 8.6, 16, 17.1(a), 17.3, 18.2, 18.3, 18.5 and 18.10 are not complied
with.



 


		19.3	



 


		(a)	The Borrower does not comply with any provision of the Finance Documents (other than clause 17.1(b)
and those provisions referred to in clauses 19.1 and 19.2).



 


		(b)	No Event of Default under clause 19.3(a) will occur if the failure to comply is capable of
remedy and is remedied within ten Business Days of the Lender giving written notice to the Borrower or the Borrower becoming
aware of the failure to comply.



 


		19.4	



 


		(a)	Any representation or statement made or deemed to be made by the Borrower in any Finance Document
or any other document delivered by or on behalf of the Borrower under or in connection with any Finance Document is or proves to
have been incorrect or misleading when made or deemed to be made.



 


		(b)	No Event of Default under clause 19.4(a) will occur if the failure to comply is capable of
remedy and is remedied within ten Business Days of the Lender giving written notice to the Borrower or the Borrower becoming aware
of the failure to comply.



 


		19.5	Any Financial Indebtedness of the Borrower (other than any Financial Indebtedness due to the Lender
other than pursuant to the Finance Documents) is not paid when due nor within any originally applicable grace period or is declared
to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).



 


		19.6	Any demand is made by a creditor in respect of any Financial Indebtedness of the Borrower (other
than any Financial Indebtedness due to the Lender other than pursuant to the Finance Documents) which is incurred pursuant to an
on demand facility (however described).



 


		19.7	The Borrower is unable or admits inability to pay its debts as they fall due, suspends making payments
on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its
creditors with a view to rescheduling any of its indebtedness (other than any Financial Indebtedness due to the Lender other than
pursuant to the Finance Documents).



 


		19.8	Any corporate action, legal proceedings or other procedure or step is taken in relation to or with
a view to:



 


		(a)	the suspension of payments, a moratorium of any indebtedness of the Borrower (other than any such
action taken in respect of any Financial Indebtedness due to the Lender other than pursuant to the Finance Documents);



 


		(b)	winding-up, dissolution, administration, bankruptcy or reorganisation (by way of voluntary arrangement,
scheme of arrangement or otherwise) of the Borrower;



 


		(c)	a composition, assignment or arrangement with any creditor of the Borrower (other than any such
action taken in respect of any Financial Indebtedness due to the Lender other than pursuant to the Finance Documents);



 


		(d)	the appointment of a receiver, administrative receiver, compulsory manager or other similar officer
in respect of the Borrower or any of its assets (other than any such 



 






    	16



    	INV.SPV.FL



    

  


	 	 	action taken in respect of any Financial Indebtedness due
to the Lender other than pursuant to the Finance Documents);






 


		(e)	the appointment of a liquidator, administrator, administrative receiver or other similar officer
in respect of the Borrower; or



 


		(f)	enforcement of any Security over any assets of the Borrower (other than any such action taken in
respect of any Financial Indebtedness due to the Lender other than pursuant to the Finance Documents),



 


or any analogous
procedure or step is taken in any jurisdiction.


 


		19.9	Any expropriation, attachment, sequestration, distress or execution affects any asset or assets
of the Borrower and is not discharged within 10 Business Days (other than any such action taken in respect of any Financial
Indebtedness due to the Lender other than pursuant to the Finance Documents).



 


		19.10	Any part of the Property is destroyed or is damaged to a material extent such that, taking into
account the actually recoverable or recovered proceeds of insurance effected under the Finance Documents, in the opinion of the
Lender, the destruction or damage will have a Material Adverse Effect.



 


		19.11	It is or becomes unlawful for the Borrower to perform any of its obligations under the Finance
Documents.



 


		19.12	All or any part of the Property is compulsorily purchased.



 


		19.13	Any person, other than the Lender, commits any breach of, or omits to observe, any of the obligations
expressed to be assumed by such person under the Subordination Deed.



 


		19.14	The entire issued share capital of the Borrower ceases to be legally and beneficially owned by
the Shareholder.



 


		19.15	Any event or series of events or any circumstances whether related or not occurs or circumstances
arise which has or is reasonably likely to have a Material Adverse Effect.



 


		19.16	On and at any time after the occurrence of an Event of Default which is continuing the Lender may,
by notice to the Borrower:



 


		(a)	cancel the Facility, at which time it shall immediately be cancelled; and/or



 


		(b)	declare that all or part of the Loan, together with accrued interest, and all other amounts accrued
under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable; and/or



 


		(c)	declare that all or part of the Loan be payable on demand, at which time it shall immediately become
payable on demand by the Lender,



 


and at any
time thereafter the Lender may, without prejudice to its rights under the Security Documents, enforce any or all of the Security
Documents.


 


		20	Changes to the parties



 


		20.1	The Lender may:



 






    	17



    	INV.SPV.FL



    

 


		(a)	assign any of its rights; or



 


		(b)	transfer by novation any of its rights and obligations,



 


under the Finance
Documents to any Qualifying Lender and the Borrower shall promptly take (at the cost of the Lender) all steps necessary or desirable
to facilitate any such assignment or transfer.


 


		20.2	The Lender may disclose to any person:



 


		(a)	to (or through) whom the Lender assigns or transfers (or may potentially assign or transfer) all
or any of its rights and obligations under this letter;



 


		(b)	with (or through) whom the Lender enters into (or may potentially enter into) any sub-participation
in relation to, or any other transaction under which payments are to be made by reference to, this letter or the Borrower;



 


		(c)	to whom, and to the extent that, information is required to be disclosed by any applicable law
or regulation; or



 


		(d)	who is an Affiliate of the Lender,



 


any information
about the Borrower and the Finance Documents as the Lender shall consider appropriate provided that, in each case, any person to
whom such information is to be given is informed in writing of its confidential nature and (except in the case of 20.2(c) above)
gives an appropriate confidentiality undertaking in respect of such information.


 


		20.3	The Borrower may not assign any of its rights or transfer any of its rights or obligations under
the Finance Documents.



 


		21	Conduct of business by the Lender



 


No provision
of this letter will:


 


		(a)	interfere with the right of the Lender to arrange its affairs (tax or otherwise) in whatever manner
it thinks fit; or



 


		(b)	oblige the Lender to disclose any information relating to its affairs (tax or otherwise) or any
compensation in respect of Tax.



 


		22	Payment mechanics



 


		22.1	On each date on which the Borrower is required to make a payment under a Finance Document, the
Borrower shall ensure that the Managing Agent makes the same available to the Lender for value on the due date.



 


		22.2	If the Lender receives a payment that is insufficient to discharge all the amounts then due and
payable by the Borrower under the Finance Documents, the Lender shall apply that payment towards the obligations of the Borrower
under the Finance Documents in such order as the Lender shall determine.



 


		22.3	All payments to be made by the Borrower under the Finance Documents shall be calculated and be
made without (and free and clear of any deduction for) set off or counterclaim.



 


		22.4	



 






    	18



    	INV.SPV.FL



    

 


		(a)	Any payment which is due to be made on a day that is not a Business Day shall be made on the next
Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).



 


		(b)	During any extension of the due date for payment of any principal amount under this letter, interest
is payable on that principal amount at the rate payable on the original due date.



 


		22.5	If a change in any currency of the United Kingdom occurs, this letter will, to the extent the Lender
(acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally
accepted conventions and market practice in the relevant interbank market and otherwise to reflect the change in currency.



 


		22.6	Set off



 


The Lender
may set off any matured obligation due from the Borrower under the Finance Documents against any matured obligation owed by the
Lender to the Borrower under the Finance Documents, regardless of the place of payment, booking branch or currency of either obligation.
If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual
course of business for the purpose of the set off.


 


		23	Security and recourse



 


		23.1	All obligations of the Borrower to the Lender under the Finance Documents will be secured by the
Security Documents.



 


		23.2	Notwithstanding anything in this letter or in the Security Documents to the contrary the Lender
acknowledges and agrees that all amounts payable or expressed to be payable by the Borrower to the Lender under, or in respect
of its obligations and liabilities under, this letter, the VAT Facility Letter and the Security Documents shall be recoverable
only from and to the extent of:



 


		(a)	the Charged Assets; and



 


		(b)	any proceeds of realisation or enforcement of any such Security,



 


and the Borrower
shall not be personally liable for such amounts (and the Lender on behalf of itself and any parties claiming through it (whether
by assignment, novation, subrogation, reimbursement or otherwise) waives all rights against the Borrower personally in respect
of such amounts).


 


		24	Notices



 


		24.1	Any communication to be made under or in connection with this letter shall be made in writing and,
unless otherwise stated, may be made by fax or letter.



 


		24.2	The address and fax number (and the department or officer, if any, for whose attention the communication
is to be made) of each party for any communication or document to be made or delivered under or in connection with this letter
is:



 


		(a)	in the case of the Borrower: Moor Park Capital Partners LLP



 


		Address:	Second Floor



37-38 Margaret
Street


 






    	19



    	INV.SPV.FL



    

 


London


W1G 0JF


 


		Fax number:	+44 (0)203 0111 573



 


		Attention:	Graydon Butler; and



 


		(b)	in the case of the Lender:



 


		Address:	Santander UK plc

298 Deansgate

Manchester

M3 4HH



 


		Fax number:	0161 953 3517



 


		Attention:	Commercial Property Administration Manager,



 


or any substitute
address, fax number or department or officer as either party may notify to the other by not less than 5 Business Days' notice.


 


		24.3	



 


		(a)	Any communication or document made or delivered by one person to another under or in connection
with the Finance Documents will only be effective:



 


		(i)	if by way of fax, when received in legible form; or



 


		(ii)	if by way of letter, when it has been left at the relevant address or 5 days after being deposited
in the post postage prepaid in an envelope addressed to it at that address,



 


and, if a particular
department or officer is specified as part of its address details provided under clause 24.2, if addressed to that department
or officer.


 


		(b)	Any communication or document to be made or delivered to the Lender will be effective only when
actually received by the Lender and then only if it is expressly marked for the attention of the department or officer identified
above (or any substitute department or officer as the Lender shall specify for this purpose).



 


		(c)	Where the Borrower's registered office is outside the United Kingdom then without prejudice to
any other mode of service allowed under any relevant law, it irrevocably appoints Moor Park Capital Partners LLP as its agent for
service of notices and all other communications in relation to the Finance Documents (including process in relation to any proceedings
before the English courts in connection with any Finance Document).



 


		(d)	If any person appointed as an agent for service is unable for any reason to act as agent the Borrower
must immediately (and in any event within five days of such event taking place) appoint another agent on terms acceptable to the
Lender. Failing this, the Lender may appoint another agent for this purpose.



 


		25	Calculations and certificates



 


		25.1	In any litigation or arbitration proceedings arising out of or in connection with a Finance Document,
in the absence of manifest error, the entries made in the accounts maintained by the Lender are prima facie evidence of the matters
to which they relate.



 






    	20



    	INV.SPV.FL



    

 


		25.2	Any certification or determination by the Lender under any Finance Document is, in the absence
of manifest error, conclusive evidence of the matters to which it relates.



 


		25.3	Any interest, commission or fee accruing under a Finance Document will accrue from day to day and
is calculated on the basis of the actual number of days elapsed and a year of 365 days.



 


		26	Partial invalidity



 


If, at any
time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any
jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability
of such provision under the law of any other jurisdiction will in any way be affected or impaired.


 


		27	Remedies and waivers



 


No failure
to exercise, nor any delay in exercising, on the part of the Lender, any right or remedy available to it under the Finance Documents
or otherwise shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or
other exercise or the exercise of any other right or remedy. The rights and remedies provided in the Finance Documents are cumulative
and not exclusive of any rights or remedies provided by law.


 


		28	Third parties



 


		28.1	Unless expressly provided to the contrary in this letter, a person who is not a party to this letter
has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this letter.



 


		28.2	The consent of any person who is not a party to this letter is not required to rescind or vary
this letter or any other agreement entered into in connection with it.



 


		29	Publicity



 


The Borrower
agrees that the Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed),
publicise details of the Facility.


 


		30	Inconsistency with Security Documents



 


To the extent
that there is any inconsistency between the terms of any Security Documents and the terms of this letter, then until such time
as all liabilities and obligations of the Borrower under this letter are repaid and discharged in full, the terms of this letter
shall prevail.


 


		31	Governing law



 


		31.1	This letter shall be governed by, and construed in accordance with, English law and all claims
and disputes between the parties arising out of or in connection with this letter (whether or not contractual in nature) shall
be determined in accordance with English law.



 


		31.2	If in any court either party argues that a court other than the courts of England and Wales has
jurisdiction to determine any dispute or difference between the parties arising out of or in connection with this letter that issue
shall be determined in accordance with English law and each party irrevocably and unconditionally waives any right it might otherwise
have to rely upon the law of the forum or any other law.



 






    	21



    	INV.SPV.FL



    

 


		32	Submission to jurisdiction



 


		32.1	For the benefit of the Lender, the Borrower submits to the exclusive jurisdiction of the courts
of England and Wales in relation to all claims, disputes, differences or other matters arising out of or in connection with this
letter provided that nothing in this clause shall prevent the Lender in its sole and unfettered discretion, from commencing proceedings
against the Borrower in any court of competent jurisdiction.



 


		32.2	The Borrower irrevocably waives any right that it may have:



 


		(a)	to object on any ground to an action being brought in the courts of England and Wales, to claim
that the action brought in the courts of England and Wales has been brought in an inconvenient forum, or to claim that the courts
of England and Wales do not have jurisdiction; or



 


		(b)	to oppose the enforcement of any judgment of any court of England and Wales.



 


		33	Acceptance



 


		33.1	The offer contained in this letter shall be open for acceptance for 20 Business Days following
the date of this letter.



 


		33.2	Please indicate your acceptance of the terms set out in this letter by signing and returning to
us the enclosed copy of this letter.



 


Yours faithfully


 


/s/ Santander UK plc


 




    	22



    	INV.SPV.FL



    

 


We acknowledge receipt
of the facility letter of which this is a copy. We accept the terms set out in that letter.


 





	Signed by:	/s/ Jesse C. Galloway 	 
	 	Authorised Signatory, Jesse C. Galloway
	 	 
	on behalf of: 	ARC CCLTRUK001, LLC a Delaware limited liability company
	 	 
	Date:	13 February, 2014




  




    	23



    	INV.SPV.FL



    

 


Schedule 1


 


Definitions and construction


 


Affiliate means
in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding
Company


 


Annual Interest Costs
means, in relation to any Relevant Period, the amount determined by the Lender to be the aggregate of the fixed rate and other
amounts payable by the Borrower under the Hedging Arrangements during that Relevant Period


 


Annual Rent means,
in relation to any Relevant Period, the amount determined by the Lender to be the aggregate Rental Income received by or on behalf
of the Borrower in respect of the Property during that Relevant Period


 


Authorisation
means an authorisation, consent, approval, resolution, licence, exemption, filing or registration


 


Availability Period
means the period of 20 Business Days from and including the date of this letter


 


Business Day means
a day (other than a Saturday or Sunday) on which banks are open for general business in London


 


Certificate of Title
means a certificate prepared by the Lender's solicitors, in form and substance satisfactory to the Lender, relating to the Borrower's
title to the Property


 


Charged Assets
means the undertaking, property and assets of the Borrower which are subject to Security created by the Security Documents in favour
of the Lender


 


CML Lenders' Handbook
means the Council of Mortgage Lenders Lenders' Handbook for England and Wales for the time being, a copy of the latest edition
of which is available at www.cml.org.uk


 


Code means the
US Internal Revenue Code of 1986


 


Compliance Certificate
means a certificate signed by a special member of the Borrower and substantially in the form set out in Schedule 3


 


Default means
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


 


Duty of Care Deed
means the deed executed or to be executed by each of the Borrower, the Lender and a Managing Agent


 


Event of Default
means any event or circumstance specified as such in clause 19


 


Facility means
the term loan facility made available under this letter as described in clause 1


 


FATCA means:


 


		(a)	sections 1471 to 1474 of the Code or any associated regulations or other official guidance;



 


		(b)	any treaty, law, 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 paragraph (a) above; or



 






    	24



    	INV.SPV.FL



    

 


		(c)	any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal
Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction



 


FATCA Deduction
means a deduction or withholding from a payment under a Finance Document required by FATCA


 


FATCA Exempt Party
means a party that is entitled to receive payments free from any FATCA Deduction


 


Final Repayment Date
means 5 (five) years after the Utilisation Date


 


Finance Document
means this letter, each Security Document, the Subordination Deed, each Duty of Care Deed, each Hedging Arrangement, each Compliance
Certificate, the VAT Facility Letter and each other document designated as such by the Lender and the Borrower


 


Financial Indebtedness
means any indebtedness for or in respect of:


 


		(a)	moneys borrowed;



 


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



 


		(c)	the amount of any liability in respect of any lease or hire purchase contract which would, in accordance
with GAAP, be treated as a finance or capital lease;



 


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



 


		(e)	any amount raised under any other transaction (including, without limitation, any forward sale
or purchase agreement) having the commercial effect of a borrowing;



 


		(f)	any derivative transaction entered into in connection with protection against or benefit from fluctuation
in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken
into account);



 


		(g)	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; and



 


		(h)	the amount of any liability in respect of any guarantee or indemnity for any of the items referred
to in paragraphs (a) to (g) above



 


GAAP means generally
accepted accounting principles in the country of incorporation of the Borrower


 


Hedging Arrangement
means any interest rate management agreement or arrangement entered into by the Borrower to hedge its floating rate interest payment
obligations under this letter


 


Holding Company
means in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary


 


Insurances means
all contracts or policies of insurance in which the Borrower has an interest


 


Interest Payment Date
means:


 


		(a)	30 April, 31 July, 31 October, 31 January in each year; and



 






    	25



    	INV.SPV.FL



    

 


		(b)	the Final Repayment Date



 


Interest Period
means in relation to the Loan each period determined in accordance with clause 8.2 and, in relation to any sum due and payable
but unpaid by the Borrower under the Finance Documents, each period determined in accordance with clause 8.4


 


ITA means the
Income Tax Act 2007


 


Legal Charge means
a charge by way of legal mortgage of the Property executed or to be executed by the Borrower in favour of the Lender


 


Lender means Santander
UK plc


 


LIBOR means in
relation to the Loan:


 


		(a)	the applicable Screen Rate; or



 


		(b)	(if no Screen Rate is available for the currency or period of that Loan) the rate (rounded upwards
to four decimal places) quoted by leading banks to the Lender in the London Interbank Market,



 


as of 11.00 am on
the first day of an Interest Period for the offering of deposits in the currency of that Loan and for a period comparable to such
Interest Period for that Loan


 


LIBOR Break Costs
means the amount (if any) by which:


 


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



 


exceeds:


 


		(b)	the amount which the 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 London 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,



 


provided that if the
LIBOR Break Costs as calculated above should be a negative figure, that figure shall be a LIBOR Break Gain


 


Loan means the
principal amount of the borrowing by the Borrower made or to be made under the Facility or the principal amount outstanding for
the time being of that borrowing


 


Management Agreement
means the management agreement entered into between the Borrower and the Managing Agent in a form and substance satisfactory to
the Lender


 


Managing Agent
means a managing agent of the Property or other person having authority to collect the Rental Income in respect of the Property,
in each case approved by the Lender (such approval not to be unreasonably withheld, delayed or conditioned)


 


Mandatory Cost
means the cost to the Lender of compliance with the requirements of the Bank of England and/or the Financial Conduct Authority
and/or the Prudential Regulation Authority (as applicable) (or, in each case, any other authority which replaces all or any of
its functions) or the


 






    	26



    	INV.SPV.FL



    

 


requirements of the European Central Bank, calculated by the Lender and expressed as a percentage rate per
annum


 


Margin means 2.25
per cent per annum


 


Market Value means
the market value (as defined in the Statements of Asset Valuation Practice and Guidance Notes issued by the Royal Institution of
Chartered Surveyors from time to time)


 


Material Adverse Effect
means, in the opinion of the Lender, a material adverse effect on:


 


		(a)	the business, assets or financial condition of the Borrower; and/or



 


		(b)	the ability of the Borrower to perform any of its obligations under the Finance Documents to which
it is a party; and/or



 


		(c)	the value or enforceability of the Security created by the Security Documents



 


Month means a
period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except
that:


 


		(a)	(subject to paragraph (c) below) 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;



 


		(b)	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; and



 


		(c)	if an Interest Period begins on the last Business Day of a calendar month, that Interest Period
shall end on the last Business Day in the calendar month in which that Interest Period is to end



 


provided that the rules
in (a), (b) and (c) above will only apply to the last Month of any period


 


Net Rental Income
means Rental Income less amounts properly deducted by the Managing Agent in accordance with the Management Agreement, in respect
of repairs, insurance, management and other professional fees in relation to the Property


 


Occupational Lease
means any agreement for lease or for licence or any occupational lease or licence to which the Property may be subject from
time to time


 


Permitted Security
means:


 


		(a)	any Security granted in favour of the Lender;



 


		(b)	any lien arising by operation of law and in the ordinary course of trading and not as a result
of any default or omission by the Borrower;



 


		(c)	any netting or set off arrangement entered into by the Borrower in the ordinary course of its banking
arrangements for the purpose of netting debit and credit balances;



 


		(d)	any Security arising under any retention of title, hire purchase or conditional sale arrangement
or arrangements having similar effect in respect of goods supplied to the Borrower 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 the Borrower; or



 






    	27



    	INV.SPV.FL



    

 


		(e)	any Security permitted by the Lender in writing



 


Property means
Crown Crest Building, Desford Road, Kirby Muxloe, Leicestershire LE9 2BJ currently being part of the freehold property registered
under title number LT221323


 


Qualifying Lender
means:


 


		(a)	the Lender provided that it is (on the date a payment falls due) within the charge to United Kingdom
corporation tax as respects that payment and is the Lender in respect of an advance made by a person that was a bank (as defined
in section 879 of the ITA) at the time that advance was made; or



 


		(b)	the Lender which is:



 


		(i)	a company resident in the United Kingdom for United Kingdom
tax purposes;



 


		(ii)	a partnership each member of which is:



 


		(A)	a company so resident in the United Kingdom; or



 


		(B)	a company not so resident in the United Kingdom which carries on a trade in the United Kingdom
through a permanent establishment and which is required to bring into account in computing its chargeable profits (within the meaning
of section 11(2) of the Taxes Act) the whole of any share of interest payable in respect of that advance that falls to it by reason
of sections 114 and 115 of the Taxes Act;



 


		(iii)	a company not so resident in the United Kingdom which carries on a trade in the United Kingdom
through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable
profits (for the purposes of section 11(2) of the Taxes Act) of that company; or



 


		(c)	a building society authorised under the Building Societies Act 1986 and which is entitled to receive
interest payable to it under this letter without deduction of tax pursuant to section 880 of the ITA



 


Quarter means
each consecutive three month period ending on an Interest Payment Date save that the first such period shall commence on the Utilisation
Date and end on the first Interest Payment Date thereafter


 


Relevant Jurisdiction
means, in relation to the Borrower:


 


		(a)	its jurisdiction of incorporation or (in the case of an individual) the jurisdiction in which it
is resident



 


		(b)	any jurisdiction where any asset subject to or intended to be subject to the Security to be created
by it pursuant to the Security Documents is situated



 


		(c)	any jurisdiction where it conducts its business and



 


		(d)	the jurisdiction whose laws govern the perfection of any of the Security Documents entered into
by it



 


Relevant Period
means:


 






    	28



    	INV.SPV.FL



    

 


		(a)	in respect of each Interest Payment Date occurring in the 12 month period from the Utilisation
Date, the period from the Utilisation Date to that Interest Payment Date; and



 


		(b)	thereafter, each 12 month period ending on an Interest Payment Date



 


Rent Account means
the account referred to in clause 9.1 and any account which replaces it from time to time with the prior written consent of
the Lender


 


Rental Income
means the aggregate of all amounts payable to, or for the benefit or account of, the Borrower in connection with the letting or
permitted third party occupation or use of the whole or any part of the Property including each of the following amounts:


 


		(a)	rent, licence fees and equivalent amounts paid or payable;



 


		(b)	any sum received or receivable from any deposit held as security for performance of a tenant's
obligations;



 


		(c)	any other moneys paid or payable in respect of occupation and/or usage of the Property and any
fixture and fitting on the Property including any fixture or fitting on the Property for display or advertisement, on licence or
otherwise;



 


		(d)	any sum paid or payable under any policy of insurance in respect of loss of rent or interest on
rent;



 


		(e)	any sum paid or payable, or the value of any consideration given, for the grant, surrender, amendment,
supplement or extension of any Occupational Lease;



 


		(f)	any sum paid or payable in respect of a breach of covenant or dilapidations under any Occupational
Lease;



 


		(g)	any sum paid or payable by or distribution received or receivable from any guarantor of any occupational
tenant under any Occupational Lease;



 


		(h)	any Tenant Contributions; and



 


		(i)	any interest paid or payable on, and any damages, compensation or settlement paid or payable in
respect of, any sum referred to above less any related fees and expenses incurred (which have not been reimbursed by another person)
by the Borrower



 


Repeating Representations
means each of the representations in clause 15.1 to clause 15.10 (inclusive)


 


Reports means
the Certificate of Title and the initial Valuation referred to in Schedule 2 and any other third party reports and assessments
referred to in paragraph 4 of Schedule 2


 


Reservations means:


 


		(a)	the principle that equitable remedies are remedies which may be granted or refused at the discretion
of the court;



 


		(b)	the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation,
court schemes, moratoria, administration and other laws generally affecting the rights of creditors;



 


		(c)	the time barring of claims under the Limitation Acts;



 






    	29



    	INV.SPV.FL



    

 


		(d)	the possibility that an undertaking to assume liability for or to indemnify a person against non
payment of stamp duty may be void;



 


		(e)	defences of set off or counter-claim; and



 


		(f)	similar principles and similar matters arising under the laws of any foreign jurisdictions in which
the relevant obligations may have to be performed



 


Screen Rate means,
in relation to LIBOR, the British Bankers' Association Interest Settlement Rate for Sterling and the relevant period displayed
on the relevant page of the Reuters screen save that if the agreed page is replaced or the service ceases to be available, the
Lender may specify another page or service displaying the appropriate rate after consultation with the Borrower


 


Security means
a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement
having a similar effect


 


Security Document
means the Legal Charge and any other document which confers Security on the Lender or constitutes a guarantee, indemnity or other
assurance in favour of the Lender in respect of liabilities of the Borrower in connection with the Finance Documents and any other
document designated as such by the Lender and the Borrower


 


Shareholder means
ARC Global Holdco, LLC (registered in the state of Delaware, United States of America)


 


Sterling and £
means the lawful currency of the United Kingdom


 


Subordinated Creditor
means ARC Global Holdco, LLC (a limited liability company incorporated the state of Delaware)


 


Subordinated Loans
means at any time the aggregate of any loans outstanding to the Subordinated Creditor from the Borrower


 


Subordination Deed
means a subordination deed executed or to be executed by the Borrower and the Subordinated Creditor in favour of the Lender in
connection with the Facility Letter


 


Subsidiary means
a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006


 


Tax means any
tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection
with any failure to pay or any delay in paying any of the same)


 


Tax Deduction
means a deduction or withholding for or on account of Tax from a payment under a Finance Document other than a FATCA Deduction


 


Taxes Act means
the Income and Corporation Taxes Act 1988


 


Tenant Contributions
means any amount paid or payable to the Borrower by any tenant under an Occupational Lease or any other occupier of the Property,
by way of:


 


		(a)	contribution to:



 


		(i)	ground rent;



 


		(ii)	insurance premia;



 






    	30



    	INV.SPV.FL



    

 


		(iii)	the cost of an insurance valuation;



 


		(iv)	a service or other charge in respect of the Borrower's costs in connection with any management,
repair, maintenance or similar obligation or in providing services to a tenant of, or with respect to, the Property; or



 


		(v)	a reserve or sinking fund; or



 


		(b)	VAT.



 


Utilisation Date
means the date on which the Loan is, or is to be, made


 


Valuation means
a valuation report by the Valuer addressed to the Lender, containing in particular a valuation of the Property on the basis of
the market value in accordance with the Statements of Asset Valuation Practice and Guidance Notes issued by the Royal Institution
of Chartered Surveyors from time to time


 


Valuer means Savills
of 33 Margaret Street, London or such other surveyor or valuer as may be appointed or approved by the Lender from time to time


 


VAT means value
added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature which may be imposed from time
to time


 


VAT Facility Letter
means the VAT facility letter dated on or about the date of this letter made between the Lender and the Borrower


 


Construction


 


1Any reference in
this letter to:


 


		1.1	assets includes present and future property, revenues and rights of every description;



 


		1.2	this letter, a Finance Document or any other agreement or instrument is a
reference to this letter, that Finance Document or that other agreement or instrument as the same may have been, or may from time
to time be, amended, novated, replaced, restated, supplemented or varied provided that, where the consent of the Lender is required
pursuant to any Finance Document or otherwise to such amendment, novation, replacement, restatement, supplement or variation, such
consent has been obtained;



 


		1.3	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;



 


		1.4	a guarantee includes any guarantee, indemnity, counter indemnity or other assurance in respect
of the indebtedness of any person;



 


		1.5	a person includes any person, firm, company, corporation, government, state or agency of
a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;



 


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



 


		1.7	a reference to determines or determined means a determination made in the absolute
discretion of the person making the determination;



 






    	31



    	INV.SPV.FL



    

 


		1.8	a provision of law is a reference to that provision as amended or re-enacted;



 


		1.9	any provision in the CML Lenders' Handbook shall be treated (where and when applicable)
as being a reference to the corresponding provision (or provisions) that most nearly corresponds to it in any amendment to or replacement
of the CML Lenders' Handbook as at the date of this letter;



 


		1.10	a clause number is to a clause in this letter and a reference to a paragraph number is to a paragraph
of the relevant schedule in which that reference appears, unless specified otherwise; and



 


		1.11	the masculine shall include the feminine.



 


		2	Clause and schedule headings are for ease of reference only.



 


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



 


		4	A reference in this letter to any person includes that person's successors and (in the case of
the Lender only) its permitted assignees and transferees.



 




    	32



    	INV.SPV.FL



    

 


Schedule 2


 


Conditions precedent


 


		1	The Borrower



 


		1.1	A copy of the constitutional documents of the Borrower.



 


		2	Financial Information



 


		2.1	A copy of the most recent financial statements of any material tenant of the Property.



 


		2.2	Evidence and details of funding (if any) in respect of the balance of the purchase price of the
Property provided other than under this letter.



 


		2.3	Written confirmation addressed to the Lender from the Borrower's solicitors that they are holding
£19,250,000 (being the balance of the purchase price for the Property) and that immediately on utilisation of the Facility
they will apply such sum and the Loan immediately in completion of the purchase of the Property.



 


		3	Insurance



 


Evidence of
the extent and level of insurance cover in force (including the extent and level of insurance cover in respect of acts of terrorism),
that the insurance accords with the terms of this letter and the Legal Charge and that the Lender is either joint insured or noted
on each relevant policy as mortgagee and loss payee.


 


		4	Valuation



 


The
initial Valuation in a form and substance satisfactory to the Lender confirming that:


 


		(a)	the maximum amount of the Facility (as shown in clause 1) does not exceed 50% of the Market Value
of the Property; and



 


		(b)	the Annual Rent for the 12 months immediately following the Utilisation Date is not less than 200%
of Annual Interest Costs for such period.



 


		5	Property



 


		5.1	A Certificate of Title in respect of the Property.



 


		5.2	An undertaking from the Borrower's solicitors in relation to the payment of SDLT, the title deeds
to the Property, the Occupational Lease and registration of the Security Documents and the form RX1 at the Land Registry.



 


		5.3	A completed Land Registry application form RX1.



 


		5.4	An effective discharge of all Security affecting the Property and all other Security affecting
any other assets the subject of the Security Documents.



 


		5.5	If applicable, a copy of the completion statement prepared by the vendor's solicitors.



 


		5.6	In respect of each subsisting Occupational Lease:



 


		(a)	a rental authority letter from the vendor of the Property addressed to the tenant(s); and



 






    	33



    	INV.SPV.FL



    

 


		(b)	copy rent receipts or other evidence of receipt of rent by the vendor of the Property.



 


		5.7	A copy of all consents (if any) required for the transfer of the Property to the Borrower and the
charging of the Property by the Borrower.



 


		5.8	Confirmation from the Valuer that it has received the Certificate of Title and specifying any resulting
alteration to the initial Valuation.



 


		5.9	A copy of the Inland Revenue land transaction return in connection with the Property signed by
the Borrower.



 


		6	Rent Account



 


Evidence that
the Rent Account has been opened.


 


		7	Finance Documents



 


		7.1	A duly completed notice in accordance with clause 5.



 


		7.2	This letter accepted by the Borrower.



 


		7.3	The Legal Charge executed by the Borrower.



 


		7.4	Hedging arrangements in accordance with clause 8.6.



 


		7.5	The Subordination Deed executed by the parties thereto.



 


		7.6	The VAT Facility Letter accepted by the Borrower.



 


		8	Managing Agent



 


		8.1	The Management Agreement executed by Moor Park Capital Partners LLP and the Borrower.



 


		8.2	Evidence of the Managing Agent's professional indemnity insurance cover.



 


		8.3	The Duty of Care Deed executed by the Managing Agent, the Lender and the Borrower.



 


		9	Legal opinions



 


The
following legal opinions, each addressed to the Lender a legal opinion of Proskauer Rose LLP, legal advisers to the Lender as to
Delaware law in substantially in the form provided to the Lender prior to execution and delivery of this letter.


 


		10	Miscellaneous



 


		10.1	Evidence that Moor Park Capital Partners LLP has accepted its appointment as process agent for
the Borrower.



 


		10.2	Evidence that all relevant fees, costs and expenses pursuant to clauses 10 and 14.1(a) have been
paid or will be paid on the Utilisation Date.



 


		10.3	A copy of any Authorisation or other document, opinion or assurance which the Lender considers
to be necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, any Finance
Document or for the validity and enforceability of any Finance Document.



 






    	34



    	INV.SPV.FL



    

 


		10.4	A copy of the Borrower's VAT registration certificate and evidence that it has elected to waive
the exemption in relation to the Property and that that election has been acknowledged by HM Revenue & Customs.



 


		10.5	Such information and documentation as the Lender may require in order to comply with its "know
your customer" procedures.



 




    	35



    	INV.SPV.FL



    

 


Schedule 3


 


Form of Compliance
Certificate


 


		To:	Santander UK plc



 


		From:	ARC CCLTRUK001, LLC



 


Dated:


 


Dear Sirs


 


ARC CCLTRUK001, LLC
– Facility Letter dated  ̈ 2014 (Facility Letter)


 


		2	We/I refer to the Facility Letter. This is a Compliance Certificate. Terms defined in the Facility
Letter have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.



 


		3	We/I confirm that:



 


		(a)	in respect of the period commencing on  ̈ and ending
on  ̈ (being the most recent Interest Payment Date) Annual Rent is not less than 200
per cent of Annual Interest Costs; and



 


		(b)	as at  ̈ (being the most recent Interest Payment Date),
the Loan is not greater than 60 per cent of the Market Value of the Property.



 


		4	We confirm that no Default is continuing.



 





	Signed: 	 	 
	 	Authorised Signatory of	 
	 	ARC CCLTRUK001, LLC	 







 






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