From: Jenny Isle <jennyisle@BrierleyKhan.

com>
To: You <You@BrierleyKhan.com>
Subject: Land Law – Workshop 5 – Apply
Attachments: (1) Legal Charge in favour of Starr Financial Solutions (2) Document to ACR Limited (2)
Official Copies

Hello,

Please see the below email from Tristin Kotton at APP in respect of the Hardgate Centre (now rebranded
as ‘Destiny, London’).

Tristin has confirmed that since completion of the purchase and mortgage deed with Kingo Bank took
place, APP has entered into several further mortgage arrangements. I spoke to him quickly and
established the following:

1) In September of last year, APP signed a legal charge over the Hardgate Centre, in favour of Starr
Financial Solutions. I attach this mortgage deed.

2) Last month, ACR Limited, which is an investment company run by the parents of one of the Directors
of APP, loaned some money for the continued development of the Centre pursuant to the attached. This
appears to be a short term, informal transaction.

I also attach up to date official copies for the Centre, which I downloaded from the Land Registry today.
In advance of our scheduled meeting please:

I. Undertake some legal research into priority of mortgages over registered land. This is a complex
area of law, please check the up-to-date position in a Practitioner Text. Please reply to me with a
summary of the legal position as to priority of mortgages over registered land and the
Practitioner Text you used.
II. Consider the legal position in respect of which lender would have priority over the proceeds of
any sale of the Hardgate Centre? Bring your notes on this to our scheduled meeting.

Many thanks

Jenny

Jenny Isle
Real Estate Associate
Brierley Khan LLP

FW From: Tristin Kotton <Tristin.Kotton@app.com

To: Jenny Isle <jennyisle@BrierleyKhan.com>
Subject: Destiny - Development problems

Jenny
I am afraid that I need some advice from you regarding delays and difficulties at the Hardgate Centre,
which we’ve rebranded as Destiny, London.

Unfortunately, things are not going according to plan, as the development of the whole area has been
held up for a while due to land contamination problems in various areas around the site. Whilst these do
not directly affect us, the bad publicity generated has not been helpful in attracting the ‘high-end’ tenants
we are aiming for. Destiny is currently only about 88% occupied, which means that our rental income is
well below our target.

Since completion took place, we ended up entering into several financial charges over Destiny. We have
had a few rather tense meetings with the bank over the past couple of weeks. We have spent a lot of
money financing the development works but given the failed gentrification of the area and the fact that
retail uptake across the sector is generally down, we are concerned.

We are not worried about the future of APP [there is not a risk of insolvency proceedings you should not
consider this] but I would like to understand the rights of the lenders in respect of the Hardgate Centre. It
will enable us to reach a decision on the best way forward.

I look forward to hearing from you.

Kind regards

Tristin

Tristin Kotton
Director, Finance
Automatic reply:

From: Jenny Isle <jennyisle@BrierleyKhan.com>

To: You <You@BrierleyKhan.com>
Subject: Land Law – Workshop 5 – Apply

Hello

Thank you for your email in respect of priority of mortgages over registered land. This is a tricky area
of law and we will discuss it in our scheduled meeting. The aim of this task was to ensure you are
comfortable with using a Practitioner Text [you may need to refer to one for the combined
assessment].

Please make sure you consider the client position and bring your notes on this to the scheduled
meeting too.

Kind regards

Jenny