MIDLANDS POWER (HPL) LIMITED

The intercreditor agreement provides that: (a) if at any time the company receives a payment (including by set-off) or distribution or cash or in kind of, or on account of, any of the junior debt other than a permitted junior payment, the company will hold the same in trust for and pay or distribut it upon demand to thesecurity trustee for appliction in accordance with clause 10 (proceeds of enforcement of security) of the intercreditor agreement; and (b) if: (I) any resolution is passed or order made for the winding up, liquidation, dissolution or administration of a borrower. (Ii) a borrower assigns its assets for the benefit of its creditors or enters into any arrangement with its creditors generally, the, until the later of the bank discharge date and the lessor discharge date, the company will: (a) hold all distributions in cash or in kind received or receivable by it in respect of the junior debt in trust for and pay and distribute it upon demand to the security trustee for application in accordance with clause 10 (proceeds of enforcement of security) of the intercreditor agreement;. See the mortgage charge document for full details.

All monies under the junior debt other than a permitted junior payment to the security trustee under clause 10 of the intercreditor agreement. See the mortgage charge document for full details.