Cabot Place Limited

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ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF CANARY WHARF LIMITED TO TH E CHARGEE UNDER THE TERMS OF THE AFOREMENTIONED I NSTRUMENT CREATING OR EVIDENCING THE CHA RGE

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY, EACH OTHER CHARGING SUBSIDIARY AND EACH OTHER OBLIGOR TO THE CHARGEE U NDER THE TERMS OF THE AFOREMENTIONED INS TRUMENT CREATING OR EVIDENCING THE CHARG E

THE PRESENT AND FUTURE OBLIGATIONS AND LIABILITIES DUE OR TO BECOME DUE FROM TH E FT OBLIGORS (AS DEFINED) TO THE CHARGE E (THE "SECURITY TRUSTEE") OR THE BENEFI CIARIES (AS DEFINED) ON ANY ACCOUNT WHAT SOEVER UNDER THE TERMS OF THE AFOREMENTIONED I NSTRUMENT CREATING OR EVIDENCING THE CHA RGE

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES (WHETHER ACTUAL OR CONTINGENT AND WHETHER OWNED JOINTLY OR SEVERALLY OR IN ANY OTHER CAPACITY WHATSOEVER) OF CANARY WHARF LIMITED (CWL) TO EACH RENTA L UNDERTAKING PROVIDER UNDER EACH FINANC E DOCUMENT ALL TERMS AS DEFINED

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY AND/OR ANY OF THE OBLIGORS (AS DEFINED) TO THE CHARGEE

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES (WHETHER ACTUAL OR CONTINGENT AND WHETHER OWED JOINTLY OR SEVERALLY O R IN ANY OTHER CAPACITY WHATSOEVER) OF E ACH OBLIGOR (AS DEFINED) TO THE ISSUER U NDER EACH FINANCE DOCUMENT (AS DEFINED) INCLUDING ALL AMENDMENTS AND SUPPLEMENTS TO THEM

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH OBLIGOR TO THE FINANC E PARTIES UNDER EACH FINANCE DOCUMENT (C APITALISED TERMS BEING DEFINED AS IN A D EBENTURE DATED 23 DECEMBER 1998 AND MADE BETWEEN CABOT PLACE HOLDINGS LIMITED,CA BOT PLACE LIMITED,CANARY WHARF (CAR PARK S) LIMITED AND BAYERISCHE HYPO-UND VEREI NSBANK AKTIENGESELLSCHAFT,LONDON BRANCH (THE "ORIGINAL DEBENTURE")

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES WHETHER ACTUAL OR CONTINGENT AND WHETHER OWED JOINTLY OR SEVERALLY OR IN ANY OTHER CAPACITY OF EACH OBLIGOR ( AS DEFINED) TO THE CHARGEE AS AGENT AND TRUSTEE FOR THE FINANCE PARTIES (AS DEFI NED) AND TO THE FINANCE PARTIES UNDER EA CH FINANCE DOCUMENT (AS DEFINED)

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES WHETHER ACTUAL OR CONTINGENT AND WHETHER OWED JOINTLY OR SEVERALLY OR IN ANY OTHER CAPACITY OF EACH OBLIGOR ( AS DEFINED) TO THE CHARGEE AS AGENT AND TRUSTEE FOR THE FINANCE PARTIES (AS DEFI NED) AND TO THE FINANCE PARTIES UNDER EA CH FINANCE DOCUMENT (AS DEFINED)

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THE PAYMENT AND DISCHARGE OF ALL LIABILI TIES (AS DEFINED) IN FAVOUR OF THE CHARG EE

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES (WHETHER ACTUAL OR CONTINGENT AND WHETHER OWED JOINTLY OR SEVERALLY I N ANY OTHER CAPACITY WHATSOEVER) OF EACH OBLIGOR (AS DEFINED) TO THE CHARGEE UND ER EACH FINANCE DOCUMENT (AS DEFINED) EX CEPT FOR ANY OBLIGATION WHICH, IF IT WER E SO INCLUDED WOULD RESULT IN THE DEBENT URE CONTRAVENING SECTION 151 OF THE COMP ANIES ACT 1985

LIABILITIES OF ANY NATURE OF ANY MEMBER OF THE OBLIGOR GROUP (AS DEFINED) TO THE FACILITY AGENT, THE PAYMENT AGENT, THE CHARGEE (AS TRUSTEE), ANY OF THE LENDERS AND/OR ANY RECEIVER (ALL AS THEREIN DEF INED) UNDER OR IN CONNECTION WITH THE FA CILITY AGREEMENT (INCLUDING, WITHOUT LIM ITATION, UNDER CLAUSE 18.4 OF THE FACILI TY AGREEMENT) OR UNDER ANY OTHER FINANCE DOCUMENT AND WHETHER EXISTING AS AT 27T H DECEMBER 1995 OR ARISING THEREAFTER

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THE LIABILITIES OF ANY NATURE OF ANY MEM BER OF THE OBLIGOR GROUP (AS DEFINED) TO BANKERS TRUSTEE COMPANY LIMITED (AS SEC URITY AGENT), CONTINENTAL CASUALTY COMPA NY (AS FACILITY AGENT), THE PAYMENT AGEN T, ANY OF THE LENDERS (AS DEFINED) AND/O R ANY RECEIVER UNDER OR IN CONNECTION WI TH THE FACILITY AGREEMENT (INCLUDING WIT HOUT LIMITATION, UNDER CLAUSE 18.4 OF TH E FACILITY AGREEMENT) OR UNDER ANY OTHER FINANCE DOCUMENT AND WHETHER EXISTING A S AT 27TH DECEMBER 1995 OR ARISING THERE AFTER

AND VARYING THE TERMS OF THE "CORE DEBEN TURE" DATED 27TH DECEMBER 1995

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