Project Wise

Appointed legal panel firm will, in particular but without limitation, carry out the following in return for the appropriate fee, which should be capped at the amount mentioned in the Resource/Pricing Schedule: 1) Pre-instruction advice and discussions with Homes England personnel; 2) Preparation of the Framework agreement outlining the parameters of the lending alliance with XXX including the documentation and operation model of the lending alliance. Including: - Purpose: To support SME HBs to build more homes, more quickly, through the provision of development finance at up to 70% LTGDV.

- Term: Initial 5 years to expire 30 June 2025.

- Eligibility Criteria: Detailing the parameters within which XXX will operate (and be held to account) to deploy the loans, guiding risk and housing outputs in a structured manner.

- Loan Process: Describing the entire loan process, including pipeline/origination, deal structuring, credit process, due diligence, contracting, Homes England accession via a Lending Accession Request (template to be created), portfolio management, repayment and protocols in distress.

- Scope of various XXX roles: Agent/Lender of Record, Loan Originator & Servicer, Security Trustee, Account Bank, including specific Duty/Reliance owed to Homes England in each regard.

- Ongoing Periodic MI Suite: To include quarterly output forecasting, a quarterly information pack detailing investment specific progress updates and emerging risk issues, portfolio summary data and details of emerging pipeline.

- Security: will be taken and registered on a loan specific basis in favour of XXX in their capacity as Security Trustee. It will be taken via XXX standard debenture and charge documents which will have been pre-agreed as acceptable by both parties. In order to minimise the burden on the smaller target borrowers the security will be exercised over the loans and recovered by XXX (acting as Security Trustee). The Security Trustee will in turn administer the security in accordance with the Inter-Creditor Agreement.

- Transferability: to be discussed, but Homes England will seek to limit the ability of XXX to transfer their economic interest in the loans.

- Other provisions including: Representations and Warranties given, Consequences of Breach, Costs, Termination, Publicity and Exclusivity.

Framework Agreement Appendices: 1.) Template XXX Term Sheet. 2.) Template XXX Credit Paper. 3.) Template XXX Loan Agreement with Homes England amendments. 4.) Management Information Requirements and Format. 5.) Template Professional Appointments including Addressee wording. 6.) KYC Requirements. 7.) Framework Sub-Participation Agreement (incorporating Inter-Creditor Agreement) including form of Lending Accession Request and Homes England payment confirmation schedule.

Please find a description of the Alliance operating structure in Appendix I and the reporting requirement (XXX to Homes England) in Appendix II attached.