Dated 4th September 2013 (1) NORTHERN ROCK (ASSET MANAGEMENT) PLC - and - (2) ARC NRSLDUK001, LLC AGREEMENT relating to the sale and leaseback of Solar House, 7 Admiral Way, Doxford International Park, Sunderland SL3 3XW and 1 Grayling Court, Doxford International Business Park, Sunderland SR3 3XE CONTENTS

(company number ###-###-####) whose registered office is at Croft Road, Crossflats, Bingley BD16 2UA

all that leasehold property known as Solar House, 7 Admiral Way, Doxford International Business Park, Sunderland SL3 3XW being the whole of the property registered at the Land Registry under title number TY435046 and comprised in the First Lease

all that leasehold property known as 1 Grayling Court, Doxford International Business Park, Sunderland SR3 3XE being the whole of the property registered at the Land Registry under title number TY286932 and 'comprised in the Second Lease

Ten Million Five Hundred Thousand Pounds

"Deed of Assignment" means the agreed form deed of assignment in respect of the pre-emption deed dated 7 April 2004 and made between (I) Capita Trust Company Ltd and (2) the Seller duly executed by the Seller;

"Capitalisation rate. (gross rent/Purchase Price)": 8.5% (based on the combined gross annual rent of £891.970 for the Solar House Lease and the Grayling Court Lease) and a Purchase Price of £10,500,000

"Deed of Release" means a deed of release made between the Bank of England and the Seller releasing any security over the Properties in the agreed form annexed at appendix 10:

"DS1s" means the DS IS required to release all financial charges registered against the title to the Properties, the form of which is annexed to this Agreement at appendix I 1 duly signed by or on behalf of the charge holder;

"First Deed of Covenant" means the agreed form of deed of covenant annexed hereto at appendix 6;

"First Lease" means a lease of the First Property dated 8 April 2004 and made between Capita Trust Company Limited (1) and the Seller (known as Northern Rock plc) (2);

"Fourth Deed of Covenant" means the agreed form deed of covenant annexed hereto at appendix 9;

"Grayling Court Lease" means the lease of the Second Property in the agreed form as annexed at appendix 3 to be granted by the Buyer to the Seller in accordance with the terms of the agreement;

"Incumbrances" means the matters set out in Standard Conditions 3.1.2 (b) to (e) and the matters (other than financial charges) contained or referred to in the registers of the title numbers under which title to the Property is registered;

"Rents" means all rents payable under the Grayling Court Lease and the Solar House Lease;

"Second Deed of Covenant" means the agreed form of deed of covenant annexed hereto at appendix;

"Second Lease" means the lease of the Second Property dated 6 July 1993 and made between Midland Bank Trust Company Limited (I), North of England Financial Services Limited (2), Doxford International Management Company Limited (3) and Doxford Phase 1 Management Company Limited (4);

"Seller's Conveyancers" means DLA Piper UK LIP of Princes Exchange, Princes Square. Leeds LS1 ABY (reference: TFF/327457/26);

"Solar House Lease" means the lease of the First Property in the agreed form annexed at appendix 2 hereto to be granted by the Buyer to the Seller in accordance with the terms of this agreement;

"Standard Conditions" means the Standard Commercial Property Conditions (Second Edition) and a reference in this agreement to a "Standard Condition" means the respective condition in the Standard Conditions; "Third Deed of Covenant" means the agreed form deed of covenant annexed hereto at appendix 8; and "VAT" means value added tax and any substituted or similar tax.

words in singular form include the plural and vice versa and words with any one gender include either other gender:

interchangeably as having the same meaning in the context of bringing this agreement to an end and the terms "rescission", "determination" and "termination" may be interpreted accordingly; and

an obligation not to do something includes an obligation not to allow it to be done.

Properties on the terms of this agreement for the unexpired residue of the term created by the First Lease and Second Lease respectively.

as they are preserved by the transitional provisions of schedule 12 to the Land Registration Act 2002.

with the express provisions of this agreement all of the conditions in part 1 of the Standard Conditions are incorporated (and are deemed incorporated for the purposes of section 2 of the Law of Property (Miscellaneous Provisions) Act 1989) in this agreement in relation to both the sale of the Properties and the grant of the First Lease and the Second Lease.

transfer of cleared funds from either the client account of the Buyer's conveyancers, maintained at a clearing bank, or another account maintained at a clearing bank approved by the Seller's Conveyancers, to an account nominated by the Seller's Conveyancers and maintained at a clearing bank;

"If a notice to complete is served by the Seller or the Buyer, the other will immediately pay to the party which served such notice £350 plus VAT towards the costs of preparing and serving such notice"; and

accordance with Standard Condition 6.1 and a copy of each of the First Lease and Second Lease in accordance with Standard Condition 10.1: and

Incumbrances in relation to save any matters revealed by the Buyer's pre-completion searches.

On exchange of this agreement the Buyer must pay a deposit of five per cent of the Purchase Price to the Seller's Conveyancers as stakeholders. On receipt of a notice to complete, the Buyer is immediately to pay on such terms a further deposit of five per cent of the Purchase Price.

If the Seller's Conveyancers agree to complete without the personal attendance of the Buyer's conveyancers, this does not mean that they have agreed to act as the agents of the Buyer's conveyancers at completion.

Buyer a counterpart duly executed as a deed and delivered by the Seller the Solar House lease and the Grayling Court Lease.

the Deed of Release: and the DS1s (or agreed undertaking from the Seller's Conveyancers to forward the DS is upon receipt) to the Buyer.

Covenant and the Second Deed of Covenant and the Seller shall execute and deliver to the Buyer the Third Deed of Covenant and the Fourth Deed of Covenant.

including the date of completion to the day before the next rent payment dates as provided for in the Grayling Court Lease and the Solar House Lease.

The Buyer must not disclose this agreement or provide any copy of this agreement or provide any details (other than those necessary to register a unilateral notice of this agreement against the Seller's title to the Property under rule 83 of the Land Registration Rules 2003) to the Land Registry.

features" have the respective meaning attributed to those terms in the Capital Allowances Act 2001.

required to bring a disposal value into account in accordance with item 2 or 3 of the Table in section 196 Capital Allowances Act 2001 or item 7 of the Table in section 61 Capital Allowances Act 2001.

into an election under section 198 Capital Allowances Act 2001 in relation to the fixtures and integral features which form part of that Property and in relation to which the Seller is required to bring a disposal value into account ("Elections"). The Elections are to be in the forms set out in appendix 5 and 6 and the amount attributed to each fixture or group of fixtures and each integral feature or group of integral features is such amount specified in appendix 5 and 6.

reference number in the Elections then the Buyer undertakes to provide such a number to the Seller as soon as such a number is allocated to the Buyer.

The chattels at each of the Properties will belong to the Seller following completion of the sale of the Properties.

The Buyer and Seller each confirms that they are not entering into this agreement in reliance upon any representation or warranty whether express or implied given by or on behalf of the Seller Or Buyer (as appropriate) other than any contained in written replies to enquiries and other statements or facts communicated to the other party's conveyancers on or before the date of this agreement. This agreement contains the whole agreement between the Seller and the Buyer relating to the sale of the Properties and supersedes all previous agreements between such parties on such matter.

A person who is not party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right

This agreement and any document completed or to be completed in accordance with its. terms are to be governed by and construed in accordance with the law of England. The Buyer and the Seller agree to submit to the exclusive jurisdiction of' the courts of England in relation to this agreement and any document completed or to be completed in accordance with its provisions.

the Properties (or any one or more of them) under section 78F of the Environmental Protection Act 1990, the exclusion test set out in sections 7.46 to 7.50 of the Contaminated Land Statutory Guidance issued by the Department for Environment, Food and Rural Affairs in April 2012 should apply on the transfer of the Properties so as to transfer any liabilities relating to the condition of the Properties from the Seller to the Buyer.