Resolutions Passed at a General Meeting

RESOLUTIONS PASSED AT A GENERAL MEETING

[] LLP (Partnership Number: [])

(the LLP)

At a General Meeting of the LLP, duly convened and held on [] 20[] at [ ], the following resolutions were duly passed unanimously:

1.THAT[], incorporated under the Companies Acts (Registered Number: []) and having their Registered Office at [], (the Developer) having indicated its willingness to do so be and is appointed as a Designated Member of the LLP from the date of this meeting and that the signed LL AP02 form in respect of the LLP received from the Developer should be counter-signed and submitted to Companies House; and

2.THAT [] Council, a Local Authority constituted and incorporated under the [Local Government etc (Scotland) Act 1994] and having its principal place of business at [] (the Local Authority) having indicated its willingness to do so be and is appointed as a Designated Member of the LLP from the date of this meeting and that the signed LL AP02 form in respect of the LLP received from the Local Authority should be counter-signed and submitted to Companies House.

The Developer and the Local Authority, having been duly appointed as Designated Members of the LLP, joined the meeting.

3.It was noted that Scottish Futures Trust Limited (Registered Number SC348382) had indicated its intention to resign as a Designated Member of the LLP. It was resolved to accept the resignation with immediate effect and to file the necessary LL TM01 form with Companies House.

Scottish Futures Trust Limited, having resigned as a member of the LLP, left the meeting. The following resolutions were duly passed unanimously:

4.THAT the following parties are elected to the Board of Management as members of the LLP:

[] on behalf of the Local Authority

[] on behalf of Scottish Futures Trust Investments Limited (SFTI)

[] on behalf of the Developer

5THAT the Developer should procure that Auditors for the LLP are appointed.

6.THAT [] should be appointed as the LLP’s Bank

7THAT, it would be in the best interests of the LLP to enter into and perform the obligations contained therein the following documents:

(a)Members' Agreement;

(b)Take Out Agreement;

(c)Management and Maintenance Agreement;

(d)Facility Agreement;

(e)Scottish Government Guarantee;

(f)Loan Note Instrument;

(g)Inter Creditor Agreement;

(h)Assignation ;

(i)Floating Charge;

(j)Guarantee Security Document;

As the document listed (a) above is the document with that name among the LLP, the Developer, the Local Authority and dated on or around the date hereof; as all documents listed (b) to (d) inclusive above are more properly defined and listed in the Members’ Agreement; as all documents listed (e) to (i) above are more properly defined in the Facility Agreement; and as the documents listed (j) above is more properly defined in the Inter Creditor Agreement.

8THAT the documents listed above in numbered Resolution 7 be and are executed on behalf of the LLP (along with any necessary amendments thereto) and duly delivered along with any other document or agreement needed in order to perform the obligations contained therein. For reference, a list of conditions precedent to the documents listed in Resolution 7 above is appended to this Minute of Resolutions.

9THAT the following parties are appointed as authorised signatories of the LLP in relation to the day to day running of the LLP, including but not limited to execution of banking documents and signing contracts of value less than ONE THOUSAND POUNDS (£1000):

[]

10THATon or before each Settlement Date(as defined in the Facility Agreement)it would be in the best interests of the LLP to enter into and perform the obligations contained therein the following documents:

(a)Standard Security; and

(b)Junior Security Document

as the document listed (a) above is more properly defined in the Facility Agreement and as the document listed (b) above is more properly defined in the Inter Creditor Agreement.

11.THATon or before each Settlement Date, the documents listed above in numbered Resolution 10 be and are executed on behalf of the LLP (along with any necessary amendments thereto) and duly delivered along with any other document, agreement, letter, deed, ancillary document, notice, intimation or acknowledgement needed in order to perform the obligations contained therein.

12.THATit would be in the best interests of the LLP to draw an Advance (as defined in the Facility Agreement) to finance [ ] of the Total Purchase Price (as defined in the Facility Agreement) on each Settlement Date by giving a Borrowing Notice (as defined in the Facility Agreement) to the Local Authoritybefore each Settlement Date.

13.THAT it would be in the best interests of the LLP to issue a Certificate (as defined in the Loan Note Instrument entered into by the LLP dated [on or about the date hereof]) to [] in consideration of five percent (5%) of the Total Purchase Price on each Settlement Date.

14.THATit would be in the best interests of the LLP to raise a subscription of an amount equal to 30% of the Total Purchase Price from [], to be offset against the obligation of the LLP to pay 30% of the Total Purchase Price on each Settlement Date.

15.THATon or before each Settlement Date, the Borrowing Notice referred to above in numbered Resolution 12 and the Certificate referred to above in numbered Resolution 13 be and are executed on behalf of the LLP (along with any necessary amendments thereto) and duly delivered along with any other document, agreement, letter, deed, ancillary document, notice, intimation or acknowledgement needed in order to perform the obligations contained within.

16.THATon or before each Settlement Date, the LLP provide the Local Authority with the documents, evidence and confirmations listed in Part 3 (Conditions Precedent) of the Schedule to the Facility Agreement (along with any necessary amendments thereto) and where necessary execute and duly deliver such documents and confirmations along with any other document or agreement needed in order to draw an Advance.

17.THAT the LLP negotiate, settle and execute (in the presence of a witness if required) any other document, agreement, letter, deed, ancillary document, notice, intimation or acknowledgement and generally do anything else which is necessary or appropriate, in each case in connection with the occurrence of each Settlement Date and payment of the Total Purchase Price.

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For and on behalf of Scottish Futures Trust Investments Limited in its capacity as a Designated Member of the LLP in respect of resolutions 1 to 17 above

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For and on behalf of Scottish Futures Trust Limited in its capacity as a Designated Member of the LLP in respect of resolutions 1 to 3 above

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For and on behalf of [ ] in its capacity as a Designated Member of the LLP in respect of resolutions 3 to 17 above

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For and on behalf of [ ] Council in its capacity as a Designated Member of the LLP in respect of resolutions 3 to 17 above