Exhibit 10.1

		CLIFFORD CHANCE LLP

EXECUTION VERSION

ACRE DEBT 2 PLC

AS ISSUER

AND

U.S. BANK TRUSTEES LIMITED

AS TRUSTEE

TRUST DEED

IN RELATION TO

£519,632,743.56 CLASS A GBP ASSET BACKED FLOATING RATE

NOTES DUE 2025

€122,493,843.06 CLASS A EUR ASSET BACKED FLOATING RATE

NOTES DUE 2025

£174,149,194.44 CLASS B GBP ASSET BACKED FLOATING RATE

NOTES DUE 2025

€83,720,557.94 CLASS B EUR ASSET BACKED FLOATING RATE

NOTES DUE 2025

AND

100 RESIDUAL CERTIFICATES

CONTENTS

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THIS DEED is made on 30 June 2020.

BETWEEN:

INTRODUCTION:

THIS DEED WITNESSES as follows:

SECTION A

INTERPRETATION

Except as provided below, the common terms set out in schedule 2 (Common Terms) to the Incorporated Terms Memorandum (the “Common Terms”) apply to this Deed and shall be binding on the parties to this Deed as if set out in full in this Deed.

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If there is any conflict between the provisions of the Common Terms and the provisions of this Deed, the provisions of this Deed shall prevail, unless any provisions of this Deed relate to VAT, in which case the VAT provisions of the Common Terms shall prevail.

For the purposes of this Deed, paragraph 1 (Further Assurance) of part 1 (General Legal Terms) of the Common Terms applies to this Deed as if set out in full in this Deed and as if the Issuer were the Obligor and the Trustee were an Obligee for the purposes of such paragraph.

This Deed and all non-contractual obligations arising out of or in connection with it shall be governed by English law in accordance with part 3 (Governing Law Provisions), paragraph 1 (Governing Law) of the Common Terms. Part 3 (Governing Law Provisions), paragraph 2.3 (Jurisdiction) of the Common Terms applies to this Deed as if set out in full in this Deed.

SECTION B

REPRESENTATIONS AND COVENANTS BY THE ISSUER

The Issuer gives certain representations and warranties to the Trustee (acting for itself and on behalf of the Instrumentholders).

The Issuer covenants with the Trustee (acting for itself and on behalf of the Instrumentholders) on the terms of the Issuer Covenants and covenants to comply with those provisions of the Conditions, the Residual Certificates Conditions, this Deed and the other Transaction Documents that are expressed to be binding on it and to perform and observe the same.

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The Notes and the Residual Certificates are subject to the provisions contained in the Trust Documents, all of which shall be binding upon the Issuer, the Instrumentholders and all persons claiming through or under them respectively.

SECTION C

AMOUNT OF THE NOTES AND COVENANT TO REPAY AND PAY INTEREST ON THE NOTES

The aggregate Principal Amount Outstanding of the Initial Notes on the Closing Date is limited to £693,781,938 in respect of the GBP denominated Notes and €206,214,401 in respect of the EUR denominated Notes. The Initial Notes shall be comprised on the Closing Date of the Class A GBP Initial Notes in a principal amount of £519,632,743.56, the Class A EUR Initial Notes in a principal amount of €122,493,843.06, the Class B GBP Initial Notes in a principal amount of £174,149,194.44 and the Class B EUR Initial Notes in a principal amount of €83,720,557.94. The Issuer will issue 100 Residual Certificates on the Closing Date and those Residual Certificates will not have a Principal Amount Outstanding.

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The Issuer may, following written notice delivered to the Trustee at least 30 days before the relevant Interest Payment Date on which the Further Notes are to be issued, issue Further Notes in accordance with Clause 4.2 (Further Notes) upon the Issuer confirming in writing to the Trustee compliance by all relevant parties with the relevant conditions precedent required in respect of such issue of Further Notes.

The Issuer may, upon irrevocable notice to the Trustee, irrevocably cancel its right to issue Further Notes (but without prejudice to any previous exercise in part of such right). Any such notice cancelling the Issuer’s right to issue Further Notes shall be of immediate effect on receipt by the Trustee and shall automatically cancel the Issuer’s right to issue Further Notes. Upon sending such notice, the Issuer shall also notify the Noteholders as soon as practicable in accordance with the Notices Condition.

On each date on which Further Notes are issued, the Principal Amount Outstanding of each Further Note shall, in respect of a Further Note of the relevant class, equal the Principal Amount Outstanding on that date in which Further Notes and in respect of the Notes as a whole, shall be the Principal Amount Outstanding of all the Notes at any given time.

Any Further Notes issued in accordance with Clause 4.2 (Further Notes) shall be constituted pursuant to a Supplemental Trust Deed. The Issuer shall, on or prior to the Interest Payment Date on which Further Notes are issued, in relation to any Further Notes, execute and deliver to the Trustee a Supplemental Trust Deed (if applicable, duly stamped or denoted) containing covenants by the Issuer in the form of and on the same terms as the Covenant to Pay, Clause 9 (Trust) and Clause 8 (Conditions of Payment) of this Deed in relation to the principal and interest in respect of such Further Notes and such other provisions (corresponding to any of the provisions contained in this Trust Deed) as the Trustee shall require.

The Issuer covenants with the Trustee (acting for itself and on behalf of the Noteholders) that it will unconditionally pay or procure to be paid to or to the order of the Trustee, in accordance with Clause 8 (Conditions of Payment), the principal amount of the Notes or any of them or any part thereof becoming due for redemption or repayment in accordance with this Deed and the Conditions as and when:

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Until all payments of principal on the Notes or any of them are duly made under Clause 6 (Covenant to Repay Principal) (after as well as before any judgment or other order of any court of competent jurisdiction), the Issuer shall pay or procure to be paid to or to the order of the Trustee (acting for itself and on behalf of the Noteholders) on the dates and in the amounts provided for in the Conditions and in accordance with Clause 8 (Conditions of Payment), interest on the Principal Amount Outstanding of the Notes or any of them outstanding from time to time and all other amounts payable in respect of the Notes in accordance with the Conditions, subject to the provisions of the Conditions and Clause 12 (Rate of Interest after a Default).

The Issuer shall pay or procure to be paid, in accordance with Clause 8 (Conditions of Payment), all Residual Payments or any part thereof becoming due for payment in accordance with the Residual Certificates Conditions when any such payments are due to be made. The Residual Certificates do not have a principal amount and therefore no interest accrues on the Residual Certificates.

Payments made pursuant to Clauses 6 (Covenant to Repay Principal) and 7 (Covenant to Pay Interest and Residual Payments) shall be made by, or on behalf of, the Issuer to the order of the Trustee in the currency in which the relevant Notes are denominated in immediately available funds subject to the following provisions of this Clause 8.

Subject to Clause 8.3 (Payment after due date), every payment in respect of the principal or interest in respect of the Notes and every payment in respect of Residual Payments in respect of the Residual Certificates made the Paying Agent in the manner provided in the Agency Agreement shall satisfy, to the extent of such payment, the relevant covenant by the Issuer contained in Clause 6 (Covenant to Repay Principal) and Clause 7 (Covenant to Pay Interest and Residual Payments).

If any payment of principal or interest in respect of the Notes or any Residual Payments in respect of the Residual Certificates is made after the due date, payment shall be deemed not to have been made until the earlier of:

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In any case where payment of the whole or any part of the principal amount due in respect of any Note is improperly withheld, or not made, or refused upon due presentation of the Note (if so provided for in the Conditions), interest at the rate specified in Clause 7 (Covenant to Pay Interest and Residual Payments) shall accrue on the whole or such part of such principal amount from the date of such withholding or refusal until the earlier of:

No provision contained in the Conditions or the Trust Documents will require the Issuer to pay:

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The powers conferred upon the Trustee by the Trust Documents shall be in addition to any powers which may from time to time be vested in the Trustee by the general law or as a holder of any of the Notes or Residual Certificates.

Upon the delivery of an Enforcement Notice in accordance with Condition 12, to the Issuer, (a) the Notes, without further action or formality, shall become immediately due and payable at their Principal Amount Outstanding, together with accrued interest, and (b) all entitlements of Certificateholders to any Residual Payments shall be suspended until such time as the Notes have been paid in full at their Principal Amount Outstanding, together with accrued interest.

Upon the delivery of an Enforcement Notice in accordance with Residual Certificate Condition 11 and provided there are no Notes outstanding, any Residual Payments pursuant to the Residual Certificates Conditions, without further action or formality, shall become immediately due and payable.

At any time after any Note Event of Default or Potential Note Event of Default shall have occurred, which shall not have been waived by the Trustee or remedied to its satisfaction or the Trustee shall have received any money which it proposes to pay under Clause 22 (Monies Held on Trust) to the Instrumentholders, the Trustee may:

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If the Notes become immediately repayable pursuant to the Conditions, the rate of interest payable thereon shall be calculated at quarterly intervals, the first of which shall commence on the expiry of the Interest Period during which the Notes become so repayable. In these circumstances, interest payable on the Notes will be calculated in accordance with Condition 7 (Interest) (with consequential amendments as necessary).

SECTION D

FORM AND ISSUE OF THE NOTES AND THE RESIDUAL CERTIFICATES

Each Note Certificate will represent the Principal Amount Outstanding of the Notes of the relevant class at any time.

The procedures as regards the authentication, delivery, surrender, cancellation, presentation, and marking down of the Note Certificates (or part thereof) and any other matters to be carried out by the relevant parties shall be made in accordance with the provisions of the relevant Note Certificates and the Agency Agreement.

The Note Certificates will not be security printed unless required by applicable legal requirements, and will be in the form, or substantially in the form set out in Schedule 1 (Form of Note Certificate). The Note Certificates will have the Conditions attached thereto.

The Note Certificates will each be signed manually or in facsimile by an Authorised Signatory of the Issuer on behalf of the Issuer and will be authenticated manually by or on behalf of the Registrar. The Issuer may use the facsimile signature of a person who at the date of this Deed is an Authorised Signatory even if at the time of issue of any Note Certificate he no longer holds that office. Note Certificates so executed and authenticated will be binding and valid obligations of the Issuer.

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All payments made to the person registered in the Register as the holder of the Note or, if more than one person is so registered, the first named of such persons in accordance with Clause 13.4 (Deemed Absolute Owner of Note Certificates) shall be valid and, to the extent of the sums so paid, effective to satisfy and discharge the Issuer’s liability for the monies payable upon the Notes.

Without prejudice to Clause 13.4 (Deemed Absolute Owner of Note Certificates), the Trustee shall not recognise any person other than a Noteholder as being entitled to exercise rights of a Noteholder unless express written confirmation of such entitlement has been provided by the relevant Noteholder (as applicable) to the Trustee’s satisfaction.

The procedures as regards the authentication, delivery, surrender, cancellation, presentation, and marking down of the Residual Certificates (or part thereof) and any other matters to be carried out by the relevant parties shall be made in accordance with the provisions of the relevant Residual Certificates and the Agency Agreement.

The Residual Certificates will not be security printed unless required by applicable legal requirements, and will be in the form, or substantially in the form, set out in Schedule 2 (Form of Residual Certificate). The Residual Certificates will have the Residual Certificates Conditions attached thereto.

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The Residual Certificates will each be signed manually or in facsimile by an Authorised Signatory of the Issuer on behalf of the Issuer and will be authenticated manually by or on behalf of the Registrar. The Issuer may use the facsimile signature of a person who at the date of this Deed is an Authorised Signatory even if at the time of issue of any Residual Certificate he no longer holds that office. Residual Certificates so executed and authenticated will be binding and valid obligations of the Issuer.

Without prejudice to Clause 14.4 (Deemed Absolute Owner of Residual Certificates), the Trustee shall not recognise any person other than a Certificateholder as being entitled to exercise rights of a Certificateholder unless express written confirmation of such entitlement has been provided by the relevant Certificateholder (as applicable) to the Trustee’s satisfaction.

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SECTION E

WAIVER, MODIFICATIONS AND SUBSTITUTION

Other than in respect of any Basic Terms Modification and subject to Clause 15.3 (Restriction on powers), the Trustee shall on the instruction of the holders of the Most Senior Class of Notes then outstanding (acting by Extraordinary Resolution) (or, if there are no Notes outstanding, on the instruction of the Certificateholders (acting by Extraordinary Resolution)) subject to it being indemnified and/or secured and/or pre-funded to its satisfaction against all liabilities to which it may thereby become liable or which it may incur by so doing in accordance with the terms of the Trust Documents:

Any authorisation, waiver or determination referred to in Clause 15.1 (Waiver of Breach) shall be binding on the Noteholders, the Certificateholders and the other Secured Creditors.

Notwithstanding anything to the contrary in any Transaction Document the Trustee shall not be obliged to agree to any authorisation or waiver or determination which, in the sole opinion of the Trustee would have the effect of (i) exposing itself to any Liability against which it has not been indemnified and/or secured and/or pre-funded to its satisfaction or (ii) increasing the obligations or duties, or decreasing the rights or protection, it has in the Transaction Documents and/or the Conditions.

Unless the Trustee agrees otherwise, the Issuer shall cause any such authorisation, waiver or determination to be notified to the Noteholders, the Certificateholders and the other Secured Creditors in accordance with the Conditions, the Residual Certificates Conditions and the relevant Transaction Documents as soon as practicable after it has been made.

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Any modification referred to in this Clause 16 shall be binding on the Noteholders, the Certificateholders and the other Secured Creditors.

Unless the Trustee otherwise agrees, the Issuer shall cause any such modification to be notified to the Noteholders, the Certificateholders, the other Secured Creditors as soon as practicable after it has been made.

Except in the case of an Extraordinary Resolution relating to a Basic Terms Modification, any Extraordinary Resolution (or other direction in accordance with the Transaction Documents) of the Most Senior Class of Notes then outstanding shall also be binding upon the holders of all the other classes of Notes and the Residual Certificates. A matter which is a Basic Terms Modification affecting only the holders of the Residual Certificates and which would not, in the opinion of the Trustee, be materially prejudicial to the interests of the Noteholders of any of the Classes of Notes ranking senior to the Residual Certificates shall only require an Extraordinary Resolution of the holders of the Residual Certificates then in issue and, for the avoidance of doubt, shall not require an Extraordinary Resolution of the holders of any Class of Notes.

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The Trustee may, with the prior written consent of the Most Senior Class of Notes (acting by way of Extraordinary Resolution) but without the consent of any other Instrumentholder or any other Secured Creditor, concur with the Issuer (at the request of the Issuer) in substituting in place of the Issuer (or of any previous substitute under this Clause 18.1) a Substituted Obligor as the principal debtor in respect of the Transaction Documents, the Notes, the Residual Certificates and the other Secured Amounts if:

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In connection with any proposed substitution of the Issuer or any previous substitute, the Trustee may, with the prior written consent of the Most Senior Class of Notes (acting by way of Extraordinary Resolution) but without the consent of the other Instrumentholders or the other Secured Creditors, agree to a change of the law from time to time governing the Notes, the Residual Certificates and/or the Trust Documents and/or the other Transaction Documents.

Notwithstanding any of the forgoing provisions, the Trustee shall be entitled to refuse to approve any Substituted Obligor if, pursuant to the law of the country of incorporation of the Substituted Obligor, the assumption by the Substituted Obligor of its obligations under the Trust Documents and the other Transaction Documents imposes responsibilities and Liabilities on the Trustee over and above those which have been assumed under (or decreases the protections of the Trustee under) the Trust Documents or other Transaction Documents.

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If any two directors of the Substituted Obligor certify that at the date of the assumption of its obligations as Substituted Obligor under the Trust Documents and the other Transaction Documents and immediately thereafter the Substituted Obligor is solvent after taking account of all prospective and contingent liabilities resulting from its becoming the Substituted Obligor, the Trustee need not have regard to the financial condition, profits or prospects of the Substituted Obligor or compare the same with those of the Issuer (or of any previous substitute under this sub-clause) or have regard to the possibility of avoidance of the Security or any part thereof on the grounds of insolvency or the proximity to insolvency, liquidation or some other event of the creation of the Security and the Trustee can rely on such certification without liability.

then the Issuer shall with the prior written consent of the Most Senior Class of Notes (acting by way of Extraordinary Resolution) but without the consent of any Instrumentholder or any other Secured Creditor, use all reasonable endeavours to procure the substitution of the Issuer (or any previous substitute) as principal debtor under the Trust Documents, the Notes, the Residual Certificates and the other Secured Amounts upon the same terms and in the same form as are set out in Clause 18.1 (Procedure) of a company approved by the Trustee incorporated in some other jurisdiction, subject to and in accordance with the Conditions and the Residual Certificates Conditions.

In connection with any proposed substitution, the Trustee shall not have regard to, or be in any way liable for, the consequences of such substitution for individual Instrumentholders or the other Secured Creditors resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory. No Instrumentholder or other Secured Creditor shall, in connection with any such substitution, be entitled to claim from the Issuer or the Trustee any indemnification or payment in respect of any Tax consequence of any such substitution upon individual Instrumentholders or other Secured Creditors.

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Any agreement by the Trustee pursuant to Clause 18.1 (Procedure) shall, if so expressed, operate to release the Issuer (or such previous substitute) from any or all of its obligations as principal debtor under the Notes, the Residual Certificates, the Trust Documents and the other Secured Amounts but without prejudice to its liabilities under any guarantee given pursuant to sub-clause 18.1.4 above.

Not later than fourteen days after any substitution in accordance with this Clause 18.8 has effect in accordance with Clause 18.9 (Completion of substitution) the Substituted Obligor shall cause notice of the substitution to be given to the Noteholders, the Certificateholders and the other Secured Creditors in accordance with the Notices Condition and the relevant Transaction Documents.

Upon the execution of such documents as are required to be executed pursuant to Clause 18.1 (Procedure) and compliance with any requirements of the Trustee under such Clause, the Substituted Obligor shall be deemed to be named in the Trust Documents, the Notes, the Residual Certificates and the other Transaction Documents as the principal debtor in place of the Issuer (or of any previous substitute under this Clause 18.9) and the Trust Documents, the Notes, the Residual Certificates and the other Transaction Documents shall thereupon be deemed to be amended in such manner as shall be necessary to give effect to the substitution. Any references to the Issuer (or any previous substitute) in the Trust Documents, the Notes, the Residual Certificates and the other Transaction Documents shall be deemed to be references to the Substituted Obligor.

SECTION F

ENFORCEMENT

The parties hereto acknowledge and agree that:

The circumstances in which the Trustee may or shall deliver an Enforcement Notice and the conditions applicable to delivery of an Enforcement Notice are set out in the Deed of Charge and: (a) (while any Notes remain outstanding) in Conditions 12 (Events of Default) and 13 (Enforcement), respectively; and (b) (when no Notes remain outstanding) in Residual Certificates Conditions 10 (Events of Default) and 11 (Enforcement).

The Security shall become enforceable upon the delivery of an Enforcement Notice in accordance with clause 13 (Security Enforceable) of the Deed of Charge.

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The circumstances in which the Trustee may institute proceedings to enforce its rights under this Deed in respect of each class of Notes and the Residual Certificates and under the other Transaction Documents are set out (a) (while any Notes remain outstanding) in Conditions 12 (Events of Default) and 13 (Enforcement), respectively; and (b) (when no Notes remain outstanding) in Residual Certificates Conditions 10 (Events of Default) and 11 (Enforcement).

The Trustee shall be entitled to act as provided in (a) (while any Notes remain outstanding) Conditions 12 (Events of Default) and 13 (Enforcement) and (b) (when no Notes remain outstanding) Residual Certificates Condition 10 (Events of Default) and 11 (Enforcement), and the Noteholders, the Certificateholders and other Secured Creditors shall have their rights to act limited in accordance with the provisions of those Conditions and Residual Certificates Conditions.

Save as otherwise provided in the Deed of Charge, only the Trustee may pursue the remedies available under the general law or the Transaction Documents to enforce the rights under the Trust Documents of the Noteholders, the Certificateholders and the

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other Secured Creditors. No person shall be entitled to proceed directly against the Issuer to enforce the performance of any provision of the Trust Documents unless the Trustee is obliged by the Conditions, the Residual Certificates Conditions or any of the Transaction Documents to take such action but fails to do so.

If the Trustee makes any claim, institutes any legal proceeding or lodges any proof in respect of the Issuer under the Trust Documents or under the Notes or under the Residual Certificates, proof therein that, as regards any specified Note or Residual Certificate, the Issuer has made default in paying any principal or interest due in respect of such Note or Residual Payment in respect of such Residual Certificates shall (unless the contrary be proved) be sufficient evidence that the Issuer has made the like default as regards all other Notes or Residual Certificates in respect of which a corresponding payment is then due.

SECTION G

APPLICATION OF MONEYS

All moneys received by the Trustee in respect of the Instruments or amounts payable under the Trust Documents (including any moneys which represent principal or interest) in respect of Notes which have become void under the Conditions will, despite any appropriation by the Issuer, be held by the Trustee on trust to apply them (subject to Clause 23 (Investment of Monies)), if received prior to delivery of a Note Event of Default Notice or an Enforcement Notice, in accordance with the Pre-Default Interest Priority of Payments and Pre-Default Principal Priority of Payments and, if received after delivery of a Note Event of Default Notice or an Enforcement Notice, in accordance with the Post-Default Priority of Payments.

After the Security has become enforceable, the amount of the moneys at any time available for payment of principal and interest in respect of the Notes and any other amounts payable under Clause 22 (Monies Held on Trust) shall be less than a sum sufficient to pay at least one-tenth of the aggregate Principal Amount Outstanding of the Notes the Trustee may, at its absolute discretion, invest such moneys upon some or one of the investments hereinafter authorised with power from time to time, with like discretion, to vary such investments.

Any investment referred to in Clause 23.1 (Investment by the Trustee), with the resulting income thereof, may be accumulated until the accumulations together with any other funds for the time being under the control of the Trustee and available for the purpose shall amount to a sum sufficient to pay at least one-tenth of the aggregate Principal Amount Outstanding of the Notes and such accumulation and funds (after deduction of any taxes and any other deductibles applicable thereto) shall then be applied in accordance with the Post–Default Priority of Payments.

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Any moneys which under the Trust Documents may be invested by the Trustee may be invested in the name or under the control of the Trustee in the following:

The Trustee shall, after the delivery of an Enforcement Notice, give notice to the Noteholders and Certificateholders in accordance with the Conditions and the Residual Certificate Conditions of the date fixed for any payment to them under Clause 22 (Monies Held on Trust). Any payment to be made in respect of the Notes or the Residual Certificates by the Issuer or the Trustee to the Paying Agent may be made in the manner provided in the Conditions, the Residual Certificate Conditions, the Agency Agreement, the Trust Documents and any payment so made shall be a good discharge to the Issuer or to the Trustee as the case may be to the extent of such payment. Any payment in full in respect of the interest or principal or Residual Payment payable to the Paying Agent made in respect of the Instruments in the manner aforesaid shall extinguish any claim of a Noteholder or Certificateholder which may arise directly or indirectly in respect of such interest or principal or Residual Payment.

The indemnity contained in paragraph 1.3 (Currency Indemnity) of part 2 (Payment Provisions) of the Common Terms shall constitute an obligation of the Issuer separate and independent from its obligations under the other provisions of the Trust Documents and shall apply irrespective of any indulgence granted by the Trustee or the Instrumentholders from time to time and shall continue in full force and effect notwithstanding the judgment or filing of any proof or proofs in any bankruptcy, insolvency or liquidation of the Issuer for a liquidated sum or sums in respect of amounts due under the Trust Documents (other than this Clause 26). Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Instrumentholders and no proof or evidence of any actual loss shall be required by the Issuer or its liquidator or liquidators.

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SECTION H

TERMS OF APPOINTMENT

By way of supplement to the Trustee Acts, it is expressly declared as follows in relation to the Trustee and the trust created by the Trust Documents:

as sufficient evidence that such is the case, and the Trustee shall not be bound in any such case to call for further evidence or be responsible for any Liability that may be occasioned by its failing so to do and in any event (without limitation) shall be entitled to assume the truth and accuracy of any such certificate without being required to make any further investigation in respect thereof;

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as sufficient evidence thereof, and the Trustee shall not be bound in any such case to call for further evidence or be responsible for any liability or inconvenience that may be occasioned by its failing to do so;

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the Trustee shall give priority to the interests of the Class A Noteholders whose interests shall prevail.

the Trustee shall give priority to the interests of the Class B Noteholders whose interests shall prevail,

provided further that, while any Notes of a Class ranking senior to any other Class of Notes or the Residual Certificates are then outstanding, the Trustee shall not and shall not be bound to, act at the request or direction of the Noteholders of any other Class of Notes or the Certificateholders unless

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and in any such case, only if it shall have been indemnified and/or secured and/or pre-funded to its satisfaction against all liabilities to which it may thereby become liable or which it may incur by so doing in accordance with the terms of the Trust Deed.

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and the Trustee has no obligation to assume the role or responsibilities of the Servicer, Realisation Agent or Cash Manager or to appoint a replacement Servicer, Realisation Agent or Cash Manager.

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Notwithstanding anything in the Trust Documents or any other Transaction Document to the contrary, the Trustee shall not do, or be authorised or required to do, anything which might constitute a regulated activity for the purpose of FSMA, unless it is authorised under FSMA to do so.

The Trustee shall have the discretion at any time:

Nothing in these presents shall require the Trustee to assume an obligation of the Issuer arising under any provisions of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the FCA).

Subject to Sections 750 and 751 of the Companies Act 2006 (if applicable) and notwithstanding anything to the contrary in the Transaction Documents, the Trustee shall not be liable to any person for any matter or thing done or omitted in any way in connection with or in relation to the Transaction Documents save in relation to its own gross negligence, wilful default or fraud.

The Trustee will not responsible for any Liability caused by or any failure or delay in the performance of its obligations hereunder if it is prevented from so performing its obligations by a Force Majeure Event.

Notwithstanding anything to the contrary in the Transaction Documents, the Trustee shall not in any event be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits, goodwill reputation or business opportunity), whether or not foreseeable, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of whether the claim for loss or damage is made in negligence, for breach of contract, breach of trust or otherwise.

None of the provisions of the Trust Documents shall in any case in which the Trustee has failed to show the degree of care and diligence required by it as Trustee, having regard to the provisions of the Trust Documents conferring on the Trustee any powers, authorities or discretions, relieve or indemnify the Trustee against any liability which by virtue of any applicable rule of law would otherwise attach to it in respect of any gross negligence, wilful default or fraud (except insofar as the same arises because of the gross negligence, wilful default or fraud of the Issuer or any other Transaction Party) of which it is found guilty in relation to its duties under the Trust Documents.

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Section 1 of the Trustee Act 2000 shall not apply to the duties of the Trustee in relation to the trusts constituted by the Trust Documents. Where there are any inconsistencies between the Trustee Acts and the provisions of the Trust Documents, the provisions of the Trust Documents shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 2000, the provisions of the Trust Documents shall constitute a restriction or exclusion for the purposes of that Act.

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SECTION I

COSTS AND EXPENSES

The Issuer shall pay to the Trustee remuneration for its services as trustee as from the date of this Deed, such remuneration to be at such rate agreed in a separate fee letter between the Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable in accordance with the Priorities of Payments until the trusts of the Trust Documents are discharged.

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In the event of the occurrence of an Note Event of Default or a Potential Note Event of Default or a Residual Certificate Event of Default or the Trustee considering it expedient or necessary or being requested by the Issuer to undertake duties which the Trustee and the Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under the Trust Documents, including, without limitation, pre-enforcement actions such as amendments, noteholder meetings and other expert advice required by the Trustee, the Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them (and which may be calculated by reference to the Trustee’s normal hourly rates in force from time to time).

The Issuer shall in addition pay to the Trustee an amount of any VAT chargeable in respect of its remuneration and all sums of whatever nature payable under this Deed upon receipt of a valid VAT invoice from the Trustee in respect of the supply for which that remuneration is the consideration for VAT purposes.

In the event of the Trustee and the Issuer failing to agree:

such matters shall be determined by an independent third party (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such independent third party being payable by the Issuer) and the determination of any such independent third party shall be final and binding upon the Trustee and the Issuer.

The Issuer shall also pay or discharge all costs, charges and expenses properly incurred by the Trustee, any Appointee and (if applicable) the Receiver in relation to the preparation and execution of, the exercise or attempted or purported exercise of its powers and the performance of its duties under, and in any other manner in relation to, the Trust Documents and the other Transaction Documents, including, but not limited to, legal and travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee (other than a liability imposed on, or calculated by reference to, the Trustee’s, the Appointee’s and (if applicable) the

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Receiver’s net income, profits or gains) in connection with any action taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, the Trust Documents or the other Transaction Documents.

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The Trustee, any Appointee and the Receiver shall be entitled to be indemnified out of the Charged Property against all Liabilities payable pursuant to Clause 28.6 (Indemnity) in accordance with the Priorities of Payments and the Trustee may retain and pay out of the monies in its hands arising from the Charged Property all sums necessary to effect such indemnity.

Unless otherwise specifically stated in any discharge of the Trust Documents or the other Transaction Documents the provisions of this Clause 28 shall continue in full force and effect notwithstanding such discharge and whether or not the Trustee is then the Trustee of this Deed.

SECTION J

APPOINTMENT AND RETIREMENT

The power of appointing new or replacement trustees of the Trust Documents shall be vested in the Issuer, but no person shall be appointed who shall not previously have been approved by an Extraordinary Resolution of the holders of the Most Senior Class of Notes then outstanding, or if there are no Notes outstanding, the Residual Certificates. One or more persons may hold office as trustee or trustees of the Trust Documents, provided that such trustee or trustees shall be (if there is only one) or include (if there is more than one) a Trust Corporation.

Any appointment of a new or replacement trustee of the Trust Documents shall, as soon as practicable thereafter, be notified by the Issuer to the Agents, the Noteholders, the

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Certificateholders and the other Secured Creditors. The Most Senior Class of Notes outstanding, or if there are no Notes outstanding the Residual Certificates, shall have the power, exercisable by Extraordinary Resolution, to remove any trustee or trustees for the time being hereof. The removal of any trustee shall not become effective unless there remains a trustee hereof (being a Trust Corporation) in office after such removal.

Notwithstanding the provisions of Clause 29 (Appointment of Trustees), the Trustee may, upon giving prior notice to the Issuer (but without the consent of the Issuer, the Noteholders, the Certificateholders or any other Secured Creditor), appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Trustee:

The Issuer hereby irrevocably appoints the Trustee to be its attorney in its name and on its behalf to execute any instrument of appointment of a separate or co-trustee pursuant to Clause 31 (Separate and Co-trustees). Such a person shall (subject always to the provisions of the Trust Documents and the other Transaction Documents) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Trustee by the Trust Documents and the other Transaction Documents) and such duties and obligations as shall be conferred on such person or imposed by the instrument of appointment. The Trustee shall have the power in like manner to remove any such person. Such remuneration as the Trustee may pay to any such person, together with any attributable Liabilities incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of the Trust Documents be treated as Liabilities of the Trustee.

Any Trustee for the time being of the Trust Documents may retire at any time upon giving not less than 60 calendar days’ notice in writing to the Issuer without assigning any reason therefor and without being responsible for any Liabilities occasioned by such retirement. The retirement of any Trustee shall not become effective unless there remains a trustee hereof (being a Trust Corporation) in office after such retirement. The Issuer covenants that, in the event of the sole trustee or the only Trustee hereof which

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is a Trust Corporation giving notice under this Clause 33, it shall use all reasonable endeavours to procure a new trustee, being a Trust Corporation, to be appointed. If the Issuer has not appointed a new Trustee prior to the expiry of the notice period given by the Trustee, the Trustee shall be entitled to nominate a replacement, being a Trust Corporation. Subject to Clause 29 (Appointment of Trustees), such appointment must be approved by an Extraordinary Resolution of the holders of the Most Senior Class of Notes outstanding or, if no Notes are outstanding the Residual Certificates. The Trustee shall resign at any time upon the resignation or termination of the appointment of the Trustee in accordance with the provisions of the Transaction Documents. On termination of the appointment of the Trustee, the Trustee shall be entitled to receive all fees and other moneys accrued and unpaid up to the date of termination.

Whenever there shall be more than two trustees hereof the majority of such trustees shall (provided such majority includes a Trust Corporation) be competent to execute and exercise all the trusts, powers, authorities and discretions vested by the Trust Documents in the Trustee generally.

The powers conferred by the Trust Documents upon the Trustee shall be in addition to any powers which may from time to time be vested in it by general law or as the holder of any of the Notes or Residual Certificates.

SECTION K

MISCELLANEOUS

The parties have executed this Deed as a deed and intend to deliver, and do deliver, this Deed on the date stated at the beginning of this Deed.

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SCHEDULE 1

FORM OF NOTE CERTIFICATE

[ISIN: [Class A: [●]] [Class B: [●]]

Common Code: [Class A: [●]] [Class B: [●]]

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OR ANY OTHER RELEVANT JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) (1) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (2) OTHERWISE PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF THE NOTES AND THE CLOSING OF THE OFFERING OF THE NOTES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.

[EACH PURCHASER OR HOLDER AGREES THAT, FOR U.S. FEDERAL, STATE AND LOCAL INCOME AND FRANCHISE TAX PURPOSES AND FOR ACCOUNTING PURPOSES, THIS NOTE SHALL BE TREATED AS INDEBTEDNESS OF APOLLO COMMERCIAL REAL ESTATE FINANCE INC. UNLESS PROHIBITED BY APPLICABLE LAW. EACH PURCHASER OR HOLDER AGREES TO TREAT SO TREAT THIS NOTE FOR ALL U.S. FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX PURPOSES (INCLUDING, WITHOUT LIMITATION, ON ANY AND ALL FILINGS WITH ANY U.S. FEDERAL, STATE, OR LOCAL TAXING AUTHORITY), AND SHALL NOT TAKE ANY ACTION INCONSISTENT WITH SUCH TREATMENT. ]¹

EACH PURCHASER OR HOLDER OF THIS NOTE SHALL BE DEEMED TO HAVE REPRESENTED BY SUCH PURCHASE AND/OR HOLDING THAT (I) IT IS NOT AND IS NOT USING THE ASSETS OF A BENEFIT PLAN INVESTOR, AND SHALL NOT AT ANY TIME HOLD THIS NOTE FOR OR ON BEHALF OF A BENEFIT PLAN INVESTOR AND (II) IT IS NOT AND IS NOT USING THE ASSETS OF A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN WHICH IS SUBJECT TO FEDERAL, STATE, LOCAL OR NON-U.S. LAWS WHICH ARE SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (“ERISA”) OR SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). THE TERM “BENEFIT PLAN INVESTOR” SHALL MEAN (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA), WHICH IS SUBJECT TO TITLE I OF ERISA, (II) A PLAN DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE CODE, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE ENTITY UNDER U.S. DEPARTMENT OF LABOR REGULATIONS § 2510.3-101 (29 C.F.R. § 2510.3-101) AS MODIFIED BY SECTION 3(42) OF ERISA.]

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ACRE Debt 2 PLC

(incorporated with limited liability under

the laws of England and Wales with registered number 12635042)

[£][initial principal amount in figures] Class [[A]/[B]] [[GBP]/[EUR]/[USD]] Asset

Backed Floating Rate Notes due 2025

This Note Certificate is issued in respect of the above captioned Notes (the “Notes”) of ACRE Debt 2 PLC (the “Issuer”). The Notes are constituted by, are subject to, and have the benefit of the Trust Deed and are the subject of the Agency Agreement and the other Transaction Documents.

Any reference herein to the “Conditions” is to the terms and conditions of the Notes attached hereto and any reference to a numbered “Condition” is to the correspondingly numbered provision thereof.

In this Note Certificate, unless otherwise defined herein or the context requires otherwise, words and expressions have the meanings and constructions ascribed to them in the Conditions.

This is to certify that:

is the person registered in the Register maintained by the Registrar in relation to the Notes as the duly registered holder or, if more than one person is so registered, the first-named of such persons (the “Holder”) of:

in aggregate principal amount of the Notes.

The Issuer, for value received, promises to pay such principal sum to the Holder on the dates and in the amounts specified in the Conditions or on such earlier date or dates as the same may become payable in accordance with the Conditions, and to pay interest on the unpaid balance of such principal sum in arrear on the dates and at the rate specified in the Conditions, together with any additional amounts payable in accordance with the Conditions, all subject to and in accordance with the Conditions.

The statements set out in the legend above are an integral part of this Note Certificate and, by acceptance hereof, each Holder of this Note Certificate agrees to be subject to and bound by such legends.

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This Note Certificate is evidence of entitlement only and is not a document of title. Entitlements are determined by the Register and only the Holder is entitled to payment in respect of this Note Certificate.

This Note Certificate shall not be valid for any purpose until it has been authenticated for and on behalf of the Registrar.

AS WITNESS the manual or facsimile signature of a duly authorised person on behalf of the Issuer.

SIGNED by

ACRE Debt 2 PLC

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TERMS AND CONDITIONS OF THE NOTES

(as set out in Schedule 3 (Terms and Conditions of the Notes) to the Trust Deed)

REGISTRAR

Elavon Financial Services D.A.C., UK Branch

125 Old Broad Street

London EC2N 1AR

United Kingdom

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SCHEDULE 2

FORM OF RESIDUAL CERTIFICATE

[ISIN: [●]

Common Code: [●]

THIS RESIDUAL CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OR ANY OTHER RELEVANT JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) (1) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (2) OTHERWISE PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF THE RESIDUAL CERTIFICATES AND THE CLOSING OF THE OFFERING OF THE RESIDUAL CERTIFICATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.

EACH PURCHASER OR HOLDER OF THIS RESIDUAL CERTIFICATES SHALL BE DEEMED TO HAVE REPRESENTED BY SUCH PURCHASE AND/OR HOLDING THAT (I) IT IS NOT AND IS NOT USING THE ASSETS OF A BENEFIT PLAN INVESTOR, AND SHALL NOT AT ANY TIME HOLD THIS NOTE FOR OR ON BEHALF OF A BENEFIT PLAN INVESTOR AND (II) IT IS NOT AND IS NOT USING THE ASSETS OF A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN WHICH IS SUBJECT TO FEDERAL, STATE, LOCAL OR NON-U.S. LAWS WHICH ARE SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (“ERISA”) OR SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). THE TERM “BENEFIT PLAN INVESTOR” SHALL MEAN (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA), WHICH IS SUBJECT TO TITLE I OF ERISA, (II) A PLAN DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE CODE, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE ENTITY UNDER U.S. DEPARTMENT OF LABOR REGULATIONS § 2510.3-101 (29 C.F.R. § 2510.3-101) AS MODIFIED BY SECTION 3(42) OF ERISA.]

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ACRE Debt 2 PLC

(incorporated with limited liability under

the laws of England and Wales with registered number 12635042)

RESIDUAL CERTIFICATE

This Residual Certificate is issued in respect of the above captioned residual certificate (the “Residual Certificate”) of ACRE Debt 2 PLC (the “Issuer”). The Residual Certificates are constituted by, are subject to, and have the benefit of the Trust Deed and are the subject of the Agency Agreement and the other Transaction Documents.

Any reference herein to the “Conditions” is to the terms and conditions of the Notes attached hereto and any reference to a numbered “Condition” is to the corresponding numbered provision thereof.

In this Residual Certificate, unless otherwise defined herein or the context require otherwise, words and expressions have the meanings and constructions ascribed to them in the Residual Certificate Conditions.

This is to certify that:

is the person registered in the Register maintained by the Registrar in relation to the Residual Certificate as the duly registered holder or, if more than one person is so registered, the first-named of such persons (the “Holder”) of:

Residual Certificates.

The Issuer, for value received, promises to pay such sums to the Holder on the dates and in the amounts specified in the Residual Certificate Conditions or on such earlier date or dates as the same may become payable in accordance with the Residual Certificate Conditions, together with any additional amounts payable in accordance with the Conditions, all subject to and in accordance with the Residual Certificate Conditions.

The statements set out in the legend above are an integral part of this Residual Certificate and, by acceptance hereof, each Holder of this Residual Certificate agrees to be subject to and bound by such legends.

This Residual Certificate is evidence of entitlement only and is not a document of title. Entitlements are determined by the Register and only the Holder is entitled to payment in respect of this Residual Certificate.

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This Residual Certificate shall not be valid for any purpose until has been authenticated for and on behalf of the Registrar.

AS WITNESS the manual or facsimile signature of a duly authorised person on behalf of the Issuer.

SIGNED by

ACRE Debt 2 PLC

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TERMS AND CONDITIONS OF THE RESIDUAL CERTIFICATES

(as set out in Schedule 5 (Terms and Conditions of the Residual Certificates) to the Trust Deed)

REGISTRAR

Elavon Financial Services D.A.C., UK Branch

125 Old Broad Street

London EC2N 1AR

United Kingdom

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SCHEDULE 3

TERMS AND CONDITIONS OF THE NOTES

Capitalised terms not otherwise defined in these Conditions shall bear the meanings given to them in the Incorporated Terms Memorandum available as described above.

These Conditions shall be construed in accordance with the principles of construction set out in the Incorporated Terms Memorandum.

The Notes are in registered form without interest coupons or principal coupons and in the denomination of (i) £100,000 each and integral multiples of £0.01 in excess thereof in respect of the Class A GBP Notes and the Class B GBP Notes, (ii) €100,000 each

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and integral multiples of €0.01 in excess thereof in respect of the Class A EUR Notes and the Class B EUR Notes and (iii) $100,000 each and integral multiples of $0.01 in excess thereof in respect of the Class A USD Notes and the Class B USD Notes (each, an “Authorised Holding”), as reduced by the prior redemptions pursuant to Condition 8 (Final Redemption, Mandatory Redemption, Optional Redemption and Cancellation).

The Registrar will maintain the Register in respect of the Notes in accordance with the provisions of the Agency Agreement. A Note Certificate will be issued (at the request of the Noteholder) to each Noteholder in respect of its registered holding. Each Note Certificate will be numbered serially with an identifying number which will be recorded in the Register. For the avoidance of doubt, the entry on the Register shall be conclusive proof of title to the Notes and not any Note Certificate.

Where not all the Notes held by a Noteholder are transferred, the Noteholder may surrender its Note Certificate and request a new Note Certificate in respect of the balance of the Notes and the Registrar will issue such new Note Certificate in accordance with the terms of the Agency Agreement.

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in each case as confirmed by the Servicer to the Registrar, which confirmation the Registrar may rely on without liability and without further investigation .

Within five Business Days of delivery of a completed transfer form, the Registrar will (provided it has available in its possession an inventory of Note Certificates) register the transfer in question and, if requested to do so, authenticate and make available at its Specified Office or at the Specified Office of the Paying Agent, as the case may be, to the transferee or send to by uninsured first class mail (airmail if overseas) the authenticated Note Certificates to the address specified for the purpose by the transferee.

The transfer of a Note will be effected without charge by or on behalf of the Issuer and the Registrar but against such indemnity as the Registrar may require from the transferee to the transfer for any stamp duty, documentary, registration, transfer or other similar taxes or other government charges which may be levied or imposed in connection with such transfer.

Noteholders may not require transfers to be registered during the period of 5 Business Days ending on an Interest Payment Date or Final Maturity Date.

All transfers of Notes and entries on the Register are subject to the detailed regulations concerning the transfer of Notes scheduled to the Agency Agreement. The regulations may be changed by the Issuer with the prior written approval of all Noteholders and the Registrar. A copy of the current regulations will be mailed (free of charge) by the Registrar to every Noteholder who requests it in writing to the Registrar by uninsured first class mail (airmail if overseas) at the risk of the Noteholder to the address specified in the Register.

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An application will be made to TISE for the Notes to be admitted to listing as soon as possible after the Closing Date, in any case by no later than the first Interest Payment Date.

The Notes of each class constitute secured, limited recourse obligations of the Issuer.

The Notes of each Class will at all times rank without preference or priority pari passu amongst themselves.

The Notes are obligations solely of the Issuer and are not obligations of or guaranteed by any of the other Transaction Parties.

Payments of interest on the Class A Notes will at all times rank in priority to payments of interest on the Class B Notes, in each case in accordance with the Pre-Default Interest Priority of Payments or, after delivery of a Note Event of Default Notice or an Enforcement Notice, in accordance with the Post-Default Priority of Payments.

Payments of principal on the Class A Notes will at all times rank in priority to payments of principal on the Class B Notes in accordance with the Pre-Default Principal Priority of Payments or, after delivery of a Note Event of Default Notice or an Enforcement Notice, in accordance with the Post-Default Priority of Payments.

Prior to the delivery of a Note Event of Default Notice or an Enforcement Notice, the Issuer is required to apply Available Interest Amounts and Available Principal Receipts in accordance with the Pre-Default Priorities of Payment and thereafter in accordance with the Post-Default Priority of Payments.

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The Security will become enforceable upon the delivery by the Trustee of an Enforcement Notice in accordance with Condition 12 (Events of Default) and subject to the matters referred to in Condition 13 (Enforcement).

The Issuer Covenants contain certain covenants in favour of the Trustee from the Issuer which, amongst other things, restrict the ability of the Issuer to create or incur any indebtedness (save as permitted in the Trust Deed), dispose of assets or change the nature of its business. So long as any Note remains outstanding, the Issuer shall comply with the Issuer Covenants.

Each Note bears interest on its Principal Amount Outstanding, from (and including) the Closing Date.

Each Note of each Class (or in the case of redemption of part only of a Note, that part only of such Note) shall cease to bear interest from its due date for redemption unless, upon due presentation, payment of the principal is improperly withheld or refused or default is otherwise made in respect of the payment, in which case, it will continue to bear interest in accordance with this Condition 7 (both before and after judgment) until whichever is the earlier of:

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Upon or as soon as practicable after each Interest Determination Date, the Issuer shall calculate (or shall cause the Note Calculation Agent to calculate) the Interest Amount payable on each Note for the related Interest Period.

On or as soon as practicable after each Interest Determination Date, the Note Calculation Agent will calculate:

and notify the Issuer, the Cash Manager, the Trustee, the Registrar and the Paying Agent. The Issuer will cause notice thereof promptly to be given to Noteholders in accordance with the Notices Condition and provide a breakdown of the calculations of the Interest Amount (including by reference to each sub-paragraph of the Interest Amount definition).    

The Note Calculation Agent will be entitled to recalculate the Interest Amount for the Notes of any Class (on the basis of the foregoing provisions) and the Interest Payment Date so published may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice in the event of any extension or shortening of the relevant Interest Period.

If the Issuer does not at any time for any reason determine (or cause the Note Calculation Agent to determine) any Interest Amount payable on any Note of any Class in accordance with this Condition 7, the Trustee may (but is not obliged to and without any responsibility and without any liability accruing to the Trustee as a result) appoint, at the expense of the Issuer, an agent to calculate the Interest Amount in respect of any Note of any Class in the manner specified in this Condition 7, and any such determination and/or calculation shall be deemed to have been made by the Issuer.

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All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 7, by the Note Calculation Agent, the Realisation Agent or the Servicer (as applicable) shall (in the absence of any Breach of Duty, or manifest error) be binding on the Issuer and all Noteholders and (in the absence of any Breach of Duty or manifest error) no liability to the Issuer shall attach to the Servicer, the Realisation Agent or the Note Calculation Agent, in connection with the exercise or non-exercise by them or any of them of their powers, duties and discretions under this Condition 7.

The Issuer shall cause notice of the availability for payment of any Deferred Interest in respect of a Class (and the date of payment thereof in respect of such Class) to be published in accordance with the Notices Condition.

The Issuer shall use best endeavours to ensure that, so long as any of the Notes remains outstanding there shall at all times be a Note Calculation Agent and a Realisation Agent. If the Note Calculation Agent or the Realisation Agent is unable or unwilling to continue to act as such, the Issuer shall appoint such other bank as may be previously approved in writing by the Trustee to act as such in its place. The Note Calculation Agent or the Realisation Agent may not resign until a successor approved in writing by the Trustee is appointed by the Issuer. Notice of any change in any of the Agents or in their Specified Offices shall promptly be given to the Noteholders in accordance with the Notices Condition.

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Unless previously redeemed or purchased and cancelled as provided in this Condition 8, the Issuer shall redeem the Notes in each Class at their Principal Amount Outstanding together with accrued interest on the Final Maturity Date.

The GBP Pro Rata Principal Receipts as determined by the Cash Manager on any Calculation Date shall be allocated to the outstanding Notes on the immediately following Interest Payment Date or Alternate Payment Date in the following order to:

If all the Class A GBP Notes and Class B GBP Notes have been redeemed or will be redeemed in full on such Interest Payment Date or Alternate Payment Date, an amount equal to the GBP Pro Rata Principal Receipts (reduced by any amount allocated to the Class A GBP Notes and the Class B GBP Notes on such Interest Payment Date or Alternate Payment Date) will be applied in accordance with: (x) in respect of an Interest Payment Date, the Pre-Default Interest Priority of Payments and (y) in respect of an Alternate Payment Date, the Pre-Default Principal Priority of Payments and this Condition 8.2 on the immediately following Interest Payment Date or this Condition 8.2 on the immediately following Alternate Payment Date, whichever is the earlier to occur.

The GBP Sequential Principal Receipts as determined by the Cash Manager on any Calculation Date will be allocated to the outstanding

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Notes on the immediately following Interest Payment Date or Alternate Payment Date sequentially in the following order to:

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These are referred to as the “GBP Pre-Default Principal Allocation Rules”.

The EUR Pro Rata Principal Receipts as determined by the Cash Manager on any Calculation Date shall be allocated to the outstanding Notes on the immediately following Interest Payment Date or Alternate Payment Date in the following order to:

If all the Class A EUR Notes and Class B EUR Notes have been redeemed or will be redeemed in full on such Interest Payment Date or Alternate Payment Date, an amount equal to the EUR Pro Rata Principal Receipts (reduced by any amount allocated to the Class A EUR Notes and the Class B EUR Notes on such Interest Payment Date or Alternate Payment Date) will be applied in accordance (x) in respect of an Interest Payment Date, the Pre-Default Interest Priority of Payments and (y) in respect of an Alternate Payment Date, the Pre-Default Principal Priority of Payments and this Condition 8.2 on the immediately following Interest Payment Date or this Condition 8.2 on the immediately following Alternate Payment Date, whichever is the earlier to occur.

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The EUR Sequential Principal Receipts as determined by the Cash Manager on any Calculation Date will be allocated to the outstanding Notes on the immediately following Interest Payment Date or Alternate Payment Date sequentially in the following order to:

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These are referred to as the “EUR Pre-Default Principal Allocation Rules”.

The USD Pro Rata Principal Receipts as determined by the Cash Manager on any Calculation Date shall be allocated to the outstanding Notes on the immediately following Interest Payment Date or Alternate Payment Date in the following order to:

If all the Class A USD Notes and Class B USD Notes have been redeemed or will be redeemed in full on such Interest Payment Date or Alternate Payment Date, an amount equal to the USD Pro Rata Principal Receipts (reduced by any amount allocated to the Class A USD Notes and the Class B USD Notes on such Interest Payment Date or Alternate Payment Date will be applied in accordance with (x) in respect of an Interest Payment Date, the Pre-Default Interest Priority of Payments and (y) in respect of an Alternate Payment Date, the Pre-Default Principal Priority of Payments and this Condition 8.2 on the immediately following Interest Payment Date or this Condition 8.2 on the immediately following Alternate Payment Date, whichever is the earlier to occur.

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The USD Sequential Principal Receipts as determined by the Cash Manager on any Calculation Date will be allocated to the outstanding Notes on the immediately following Interest Payment Date or Alternate Payment Date sequentially in the following order to:

- 61 -

These are referred to as the “USD Pre-Default Principal Allocation Rules” and, together with the GBP Pre-Default Principal Allocation Rules and the EUR Pre-Default Principal Allocation Rules, the “Pre-Default Principal Allocation Rules”.

- 62 -

- 63 -

provided that:

The Issuer may redeem all (but not some only) of the Notes at their Principal Amount Outstanding together with any accrued interest, on any Interest Payment Date:

subject to the following:

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On each Calculation Date, the Issuer shall calculate (or cause the Note Calculation Agent to calculate):

and notify the Trustee and the Agents and the Issuer will immediately cause details of each calculation of a Principal Payment Amount and Principal Amount Outstanding to be notified in accordance with the Notices Condition by not later than: (x) in respect of an Interest Payment Date, three Business Days prior to each Interest Payment Date and (y) in respect of an Alternate Payment Date, one Business Day prior to each Alternate Payment Date.

Each calculation by or on behalf of the Issuer of any Principal Payment Amount and Principal Amount Outstanding pursuant to this Condition 8 shall in each case (in the absence of any Breach of Duty or manifest error) be final and binding on all persons.

If the Issuer does not at any time for any reason calculate (or cause the Cash Manager or the Note Calculation Agent to calculate) any Available Principal Receipts and Principal Amount Outstanding in accordance with this Condition 8, the Trustee may (but is not obliged to and without any responsibility and without any liability accruing

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to the Trustee as a result) appoint, at the expense of the Issuer, an agent to make such calculation in accordance with this Condition (based on information supplied to it by the Issuer, the Note Calculation Agent or the Cash Manager) and each such calculation shall be deemed to have been made by the Issuer.

Any certificate or legal opinion given by or on behalf of the Issuer pursuant to Condition 8.4 (Optional Redemption in whole for taxation reasons) may be relied on by the Trustee without further investigation and without liability to any other person and shall be conclusive and binding on the Noteholders, the Trustee and on the other Secured Creditors.

Any such notice as is referred to in Condition 8.4 (Optional Redemption in whole for tax reasons) shall be irrevocable and, upon the expiration of such notice, the Issuer shall be bound to redeem the Notes to which such notice relates in the amounts specified in these Conditions.

All Notes redeemed in full will be cancelled forthwith by the Issuer and no such Notes may be reissued or resold.

the proceeds of such Realisation are insufficient, after payment of all other claims ranking in priority in accordance with the applicable Priorities of Payments, to pay in full all amounts then due and payable under any Class of Notes then the amount remaining to be paid (after such application in full of the amounts first referred to in paragraph (b) above) under such Class of Notes (and any Class of Notes junior to that Class of Notes) shall, on the day following such application in full of the amounts referred to in paragraph (b) above, cease to be due and payable by the Issuer.

For the purposes of this Condition 9, “Realisation” means, in relation to any Charged Property, the deriving, to the fullest extent practicable, (in accordance with the provisions of the Transaction Documents) of proceeds from or in respect of such Charged Property including (without limitation) through sale or through performance by an obligor.

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Payments of principal and interest shall be made by cheque drawn in Sterling in the case of the GBP Notes, euro in the case of the EUR Notes and U.S. dollars in the case of the USD Notes or by transfer to an account in Sterling in the case of the GBP Notes, euro in the case of the EUR Notes or U.S. dollars in the case of the USD Notes, maintained by the payee and (in the case of final redemption) upon surrender (or, in the case of part payment only, endorsement) of the relevant Notes to the Paying Agent in accordance with the terms of the Agency Agreement.

Each payment in respect of a Note will be made to the person shown as the Noteholder in the Register at the opening of business in the place of the Registrar’s Specified Office on the fifth day before the due date for such payment (the “Record Date”). Where payment in respect of a Note is to be made by cheque, the cheque will be mailed to the address shown as the address of the Noteholder in the Register at the opening of business on the relevant Record Date. The person shown in the Register at the opening of business on the relevant Record Date in respect of a Note shall be the only person entitled to receive payments in respect of such Note and the Issuer will be discharged by payment to, or to the order of, such person in respect of each amount so paid.

All payments in respect of the Notes are subject in each case to any applicable fiscal or other laws and regulations. No commissions or expenses shall be charged to the Noteholders in respect of such payments.

If the Paying Agent makes a partial payment in respect of any Note, the Issuer shall procure that the amount and date of such payment are noted on the Register and, in the case of partial payment upon presentation of a Note, that a statement indicating the amount and the date of such payment is endorsed on the relevant Note.

If the due date for payment of any amount in respect of any Note is not a Business Day, then the holder shall not be entitled to payment until the next succeeding Business Day and no further payments of additional amounts by way of interest, principal or otherwise shall be due in respect of such Note.

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All payments of principal and interest in respect of the Notes by or on behalf of the Issuer shall be made free and clear of, and without withholding or deduction for or on account of, any Taxes imposed, levied, collected, withheld or assessed by or on behalf of the Issuer Jurisdiction or any political subdivision thereof or any authority therein or thereof having power to tax, unless the Issuer, the Trustee or the Paying Agent (as the case may be) are required by law to make any Tax Deduction. In that event, the Issuer, the Trustee or the Paying Agents (as the case may be) shall make such payments after such Tax Deduction and shall account to the relevant authorities for the amount so withheld or deducted. Notwithstanding any other provision in these Conditions, the Issuer, the Trustee and the Paying Agent shall be permitted to withhold or deduct any amounts required pursuant to a FATCA withholding.

The Issuer, the Trustee and the Agents will not be obliged to pay any additional amounts to the Noteholders as a result of any such Tax Deduction. None of the Issuer, the Trustee or the Paying Agent shall have any obligation to pay additional amounts or otherwise indemnify a holder for any FATCA withholding deducted or withheld by the Issuer, the Trustee, a Paying Agent or any other party as a result of any person not being entitled to receive payments free of FATCA withholding.

If the Issuer becomes subject at any time to any taxing jurisdiction other than the Issuer’s Jurisdiction, references in these Conditions to the Issuer Jurisdiction shall be construed as references to the Issuer Jurisdiction and/or such other taxing jurisdiction.

Notwithstanding that the Trustee, the Issuer or any Agent are required to make a Tax Deduction this shall not constitute a Note Event of Default.

Subject to the other provisions of this Condition 12, each of the following events shall be treated as a “Note Event of Default”:

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and, following any Note Event of Default, the Issuer or any holder of the Most Senior Class of Notes may deliver a Note Event of Default Notice.

If a Note Event of Default occurs and is continuing, the Trustee may at its discretion (following the delivery of a Note Event of Default Notice only) and shall:

deliver an Enforcement Notice to the Issuer.

Notwithstanding Condition 12.2 (Delivery of an Enforcement Notice) the Trustee shall not be obliged to deliver an Enforcement Notice unless:

Upon the delivery of an Enforcement Notice, the Notes of each Class shall become immediately due and payable without further action or formality at their Principal Amount Outstanding together with any accrued interest and deferred interest in accordance with the Post-Default Priority of Payments.

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The whole of the Security shall become enforceable:

The Trustee may at its discretion and without further notice, institute such proceedings as it thinks fit to enforce its rights under the Trust Deed in respect of the Notes of each class and under the other Transaction Documents, but it shall not be bound to do so unless:

and in any such case, only if it shall have been indemnified and/or secured and/or prefunded to its satisfaction against all Liabilities to which it may thereby become liable or which it may incur by so doing.

If the Trustee shall take any action described in Condition 13.1.2 (Proceedings) it may take such action without having regard to the effect of such action on individual Noteholders or any other Secured Creditor, provided that, so long as any of the Most Senior Class of Notes are outstanding, the Trustee shall not, and shall not be bound to, act at the request or direction of the Noteholders of any other class of Notes or Certificateholders unless:

No person shall have any right to enforce any Condition or any provision of the Trust Deed under the Contracts (Rights of Third Parties) Act 1999.

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Only the Trustee may pursue the remedies available under the general law or under the Trust Documents to enforce the Security and no Noteholder or other Secured Creditor shall be entitled to proceed directly against the Issuer to enforce the Security. In particular, none of the Noteholders or any other Secured Creditor (nor any person on its or their behalf, other than the Trustee where appropriate) are entitled:

The Trust Deed contains “Provisions for Meetings of Noteholders” for convening separate or combined meetings of Noteholders of any class to consider matters relating to the Notes, including, subject to Condition 16 (Modification and Waiver) the modification of any provision of these Conditions or the Trust Deed, which modification may be made if sanctioned by an Extraordinary Resolution.

The Trust Deed provides that:

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A meeting of Noteholders of a particular class may be convened by the Trustee or the Issuer at any time and must be convened by the Trustee (subject to its being indemnified and/or secured and/or prefunded to its satisfaction) upon the request in writing of Noteholders of a particular class holding not less than 10 per cent. of the aggregate Principal Amount Outstanding of the outstanding Notes of that class.

The quorum at any meeting convened to vote on:

In relation to each class of Notes:

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A Written Resolution shall take effect as if it were an Extraordinary Resolution.

Notwithstanding anything to the contrary in any Transaction Document (but subject to Condition 16.3 (Restriction on power to modify or waive), the Trustee shall, on the instruction of the holders of the Most Senior Class of Notes then outstanding (acting by Extraordinary Resolution) (or, if there are no Notes outstanding, on the instruction of the Certificateholders (acting by Extraordinary Resolution)), concur with the Issuer and any other relevant parties in making or sanctioning any modification (except in the case of a Basic Terms Modification), subject to the Trustee being indemnified and/or secured and/or prefunded to its satisfaction against all liabilities to which it may thereby become liable or which it may incur by so doing in accordance with the terms of the Trust Documents with the written consent of the Secured Creditors which are a party to the relevant Transaction Document (such consent to be conclusively demonstrated by such Secured Creditor entering into any deed or document purporting to modify such Transaction Document), but without the consent or sanction of any other Noteholders, the Certificateholders or any other Secured Creditors.

Other than in respect of any Basic Terms Modification and subject to Condition 16.3 (Restriction on power to modify or waive), the Trustee shall on the instruction of the holders of the Most Senior Class of Notes then outstanding (acting by Extraordinary Resolution) or, if there are no Notes outstanding, on the instruction of the Certificateholders (acting by Extraordinary Resolution) subject to it being indemnified and/or secured and/or pre-funded to its satisfaction against all liabilities to which it may thereby become liable or which it may incur by so doing in accordance with the terms of the Trust Documents:

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Notwithstanding anything to the contrary in any Transaction Document the Trustee shall not be obliged to agree to any modification, authorisation or waiver or determination which, in the sole opinion of the Trustee would have the effect of (i) exposing itself to any Liability against which it has not been indemnified and/or secured and/or pre-funded to its satisfaction or (ii) increasing the obligations or duties, or decreasing the rights or protection, it has in the Transaction Documents and/or the Conditions.    

Unless the Trustee otherwise agrees, the Issuer shall cause any such authorisation, waiver, modification or determination to be notified to the Noteholders and the other Secured Creditors in accordance with the Notices Condition and the Transaction Documents, as soon as practicable after it has been made.

Any authorisation, waiver, determination or modification referred to in this Condition 16 shall be binding on the Noteholders and the other Secured Creditors.

Claims for principal in respect of Notes shall become void where application for payment is made more than 10 years after the due date therefor.

Claims for interest in respect of Notes, shall become void where application for payment is made more than five years after the due date therefor.

If any Note Certificate is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the Specified Office of the Paying Agent, subject to all applicable laws and stock exchange requirements, upon payment by the claimant of the expenses incurred in connection with such replacement and on such terms as to evidence, security, indemnity and otherwise as the Issuer may reasonably require. Mutilated or defaced Notes must be surrendered before replacements are issued.

Under the Transaction Documents, the Trustee is entitled to be indemnified and relieved from responsibility in certain circumstances and to be paid or reimbursed for any Liabilities incurred by it in priority to the claims of the Noteholders. In addition, the Trustee is entitled to enter into business transactions with the Issuer and any entity relating to the Issuer without accounting for any profit.

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The Trustee will not be responsible for any loss, expense or liability which may be suffered as a result of the Charged Property or any documents of title thereto being uninsured or inadequately insured or being held by or to the order of the Servicer or by any person on behalf of the Trustee. The Trustee shall not be responsible for monitoring the compliance by any of the other Transaction Parties with their obligations under the Transaction Documents.

In the exercise of its powers and discretions under these Conditions and the Trust Deed, the Trustee will:

In acting under the Agency Agreement and in connection with the Notes, the Realisation Agent, the Note Calculation Agent and the Registrar and the Paying Agent act solely as agents of the Issuer and (to the extent provided therein) the Trustee and do not assume any obligations towards or relationship of agency or trust for or with any of the Noteholders.

The Issuer reserves the right (with the prior written approval of the Trustee) to vary or terminate the appointment of any Agent and to appoint a successor paying agent, realisation agent, registrar or note calculation agent and additional or successor agents at any time, having given not less than 30 days’ notice to such agent.

The Trustee may, with the prior written consent of the Most Senior Class of Notes (acting by way of Extraordinary Resolution) but without the consent of any other Instrumentholder or any other Secured Creditor, subject to such further conditions as are specified in the Trust Deed, concur with the Issuer (at the request of the Issuer) to the substitution of a Substituted Obligor in place of the Issuer as the principal debtor in respect of the Trust Documents, the Transaction Documents, the Notes and the Secured Amounts.

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Not later than 14 days after any substitution of the Issuer in accordance with this Condition 20, the Substituted Obligor shall cause notice of such substitution to be given to the Noteholders and the other Secured Creditors in accordance with the Notices Condition and the other relevant Transaction Documents.

In the case of a substitution pursuant to this Condition 20, the Trustee may with the prior written consent of the Most Senior Class of Notes (acting by way of Extraordinary Resolution) but without the consent of any other Instrumentholder or any other Secured Creditor agree to a change of the law governing the Notes and/or any of the Transaction Documents.

No Noteholder shall, in connection with any such substitution, be entitled to claim from the Issuer any indemnification or payment in respect of any Tax consequence of any such substitution upon individual Noteholders.

The Issuer may, from time to time, in accordance with the Trust Deed, create and issue Further Notes having the same terms and conditions as the Notes in all respects including the benefit of the Security (except that the conditions in respect of the Further Notes will provide for a different issue date, first Interest Payment Date and (if applicable) purchase price in respect of the Further Notes than that applicable to the Initial Notes) so as to be consolidated and form a single series with such Notes.

The Issuer may from time to time, upon irrevocable notice to the Trustee and in accordance with the Trust Deed, cancel its right to issue Further Notes (but without prejudice to any previous exercise in part of such right). As soon as practicable after any such cancellation in accordance with this Condition 21.2, the Issuer will notify the Noteholders in accordance with Condition 22 (Notices) of the date from which such cancellation shall have effect.

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Email:    

The regular mail addresses, fax numbers and email addresses of the relevant person in whose name the Notes are registered in the Register at the time the notice is dispatched, as such addresses, fax numbers and email addresses may be reflected in the Register.

For so long as the Notes are listed on TISE, the Noteholders may direct the Issuer to make public such information as the Noteholders may deem necessary from time to time.

The Transaction Documents and the Notes and all non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, English law.

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The Courts of England are to have exclusive jurisdiction to settle any disputes that may arise out of or in connection with the Notes and the Transaction Documents (including a dispute regarding the existence, validity or termination of any of the Notes or the Transaction Documents, any non-contractual obligations arising out of or in connection with any of the Notes or the Transaction Documents or the consequences of their nullity) and accordingly any legal action or proceedings arising out of or in connection with the Notes and/or the Transaction Documents may be brought in such Courts. The Issuer has in each of the Transaction Documents irrevocably submitted to the jurisdiction of such Courts.

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SCHEDULE 4

PROVISIONS FOR MEETINGS OF NOTEHOLDERS

In this Schedule, “Notes” and “Noteholders” shall mean, except where the context otherwise requires: in connection with a meeting of the Class A Noteholders, the Class A Notes and the Class A Noteholders respectively; in connection with a meeting of the Class B Noteholders, the Class B Notes and the Class B Noteholders, respectively.

The holder of a Note that is outstanding may obtain a Voting Certificate from the Paying Agent to issue a Block Voting Instruction by depositing such Note with the Paying Agent or arranging for such Note to be (to its satisfaction) held to its order or under its control not later than 48 hours before the time fixed for the relevant Meeting.

Any Noteholder may obtain an uncompleted and unexecuted Form of Proxy from the Registrar.

A Form of Proxy or Block Voting Instruction shall be valid until the release of the deposited Notes to which it relates.

A certified copy of each Block Voting Instruction or Form of Proxy and satisfactory proof of due execution (if applicable) must, if required by the Issuer, the Trustee or the Registrar, be produced by the proxy at the relevant Meeting or adjourned Meeting. If the Trustee requires, a notarised copy of each Block Voting Instruction and satisfactory proof of the identity of each Proxy named therein shall be produced at the Meeting, but the Trustee shall not be obliged to investigate the validity of any Block Voting Instructions or the authority of any Proxy.

So long as a Form of Proxy or Block Voting Instruction is valid, any Proxy named therein (including in the case of a Block Voting Instruction) shall be deemed to be the holder of the Notes to which it relates for all purposes in connection with the Meeting.

A Form of Proxy and a Block Voting Instruction cannot be outstanding simultaneously in respect of the same Note.

Block Voting Instructions and any Forms of Proxy shall be valid only if deposited at the registered office of the Paying Agent or at some other place approved by the Trustee, at least 24 hours before the time fixed for the relevant Meeting or the Chairman decides otherwise before the Meeting proceeds to business.

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The Issuer may fix a record date for the purposes of any Meeting or any resumption thereof following its adjournment for want of a quorum, provided that such record date is not more than 10 days prior to the time fixed for such Meeting or (as the case may be) its resumption. The person in whose name a Note is registered in the Register on the record date at close of business in the city in which the Registrar has its Specified Office shall be deemed to be the holder of such Note for the purposes of such Meeting and notwithstanding any subsequent transfer of such Note or entries in the Register.

At least 21 clear days’ notice (exclusive of the day on which the notice is given and of the day on which the relevant Meeting is to be held) specifying the date, time and place of the Meeting shall be given to the relevant Noteholders, the Registrar and the Agents (with a copy to the Issuer where the Meeting is convened by the Trustee or, where the Meeting is convened by the Issuer, with a copy to the Trustee).

The notice shall set out the full text of any resolutions to be proposed and shall state that Notes may be deposited with the Paying Agent (or to its order at a bank or other depositary) for the purposes of appointing Proxies under Block Voting Instructions 48 hours before the time fixed for the Meeting and a Noteholder may appoint a Proxy either under a Block Voting Instruction by delivering written instructions to the Paying Agent or by executing and delivering a Form of Proxy to the Specified Office of the Paying Agent, in either case until 48 hours before the time fixed for the Meeting.

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An individual (who may, but need not, be a Noteholder) nominated in writing by the Trustee may take the chair at any Meeting but, if no such nomination is made or if the individual nominated is not present within 15 minutes after the time fixed for the Meeting, those present shall elect one of themselves to take the chair, failing which, the Issuer may appoint a Chairman. The Chairman of an adjourned Meeting need not be the same person as was the Chairman of the original Meeting. The Chairman may, before the Meeting or adjourned Meeting proceeds to business, decide to treat as valid any Form of Proxy which has not been submitted to the Specified Office of the Registrar in accordance with the requirements of Paragraph 2 (Validity of Block Voting Instructions and Forms of Proxy).

If within 15 minutes after the time fixed for any Meeting a quorum is not present, then:

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Save as provided in Paragraph 8 (Adjournment for Want of Quorum), the Chairman may, with the consent of, and shall if directed by the Noteholders in relation to any Meeting adjourn such Meeting from time to time and from place to place, but no business shall be transacted at any adjourned Meeting except business which might lawfully have been transacted at the Meeting from which the adjournment took place.

Paragraph 5 (Notice) shall apply to any Meeting which is to be resumed after adjournment for want of a quorum save that:

It shall not be necessary to give notice of the resumption of a Meeting that has been adjourned for any other reason.

The following may attend and speak at a Meeting:

A demand for a poll shall be valid if it is made by the Chairman, the Issuer, the Trustee or one or more Voters representing or holding not less than one-fiftieth of the aggregate Principal Amount Outstanding of the outstanding Notes of the relevant class or classes. The poll may be taken immediately or after such adjournment as the Chairman directs, but any poll demanded on the election of the Chairman or on any question of adjournment shall be taken at the Meeting without adjournment. A valid demand for a poll shall not prevent the continuation of the relevant Meeting for any other business as the Chairman directs.

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Every Voter shall have on a poll, one vote (i) in the case of a Meeting of holders of Notes of a class comprised of Notes denominated in Sterling, in respect of each £1.00 in Principal Amount Outstanding of the outstanding Note(s) represented or held by him; (i) in the case of a Meeting of holders of Notes of a class comprised of Notes denominated in euro, each €1.00 Principal Amount Outstanding represented or held by him, (iii) in the case of a Meeting of holders of Notes of a class comprised of Notes denominated in US dollars, each $1.00 Principal Amount Outstanding represented or held by him and (iv) in the case of a Meeting of holders of Notes of a class comprised of Notes denominated in more than one currency each £1.00 Sterling Equivalent Principal Amount Outstanding represented or held by him. In this paragraph, “Sterling Equivalent Principal Amount Outstanding” means (a) in relation to a Note or Class of Notes which is denominated in a currency other than sterling, the sterling equivalent of the Principal Amount Outstanding of such Note or Class of Notes ascertained using the spot rate (or derived spot rate, as the case may be) of the relevant currency reported by Bloomberg L.P. at approximately 9:30 a.m. London time, and (b) in relation to any other Note or Class of Notes, the Principal Amount Outstanding of such Note or Class of Notes;

Unless the terms of any Block Voting Instruction state otherwise, a Voter shall not be obliged to exercise all the votes to which he is entitled or to cast all the votes which he exercises in the same way. In the case of a voting tie the Chairman shall have a casting vote.

Any vote by a Proxy in accordance with the relevant Block Voting Instruction or Form of Proxy shall be valid even if such Block Voting Instruction or Form of Proxy or any instruction pursuant to which it was given has been amended or revoked, provided that neither the Issuer, the Paying Agent, the Trustee nor the Chairman has been notified in writing of such amendment or revocation by the time which is 24 hours before the time fixed for the relevant Meeting.

Unless revoked, any appointment of a Proxy under a Block Voting Instruction or Form of Proxy in relation to a Meeting shall remain in force in relation to any resumption of such Meeting following an adjournment.

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Except in the case of an Extraordinary Resolution relating to a Basic Terms Modification, any Extraordinary Resolution (or other direction in accordance with the Transaction Documents) of the Most Senior Class of Notes then outstanding shall also be binding upon the holders of all the other classes of Notes and the Residual Certificates.

No Extraordinary Resolution to approve any matter other than a Basic Terms Modification of any class of Notes shall be effective unless it is sanctioned by an Extraordinary Resolution of the holders of each of the other classes of Notes then outstanding ranking senior to such class (to the extent that there are Notes outstanding ranking senior to such class of Notes) unless the Trustee considers that the interests of the holders of each of the other classes of Notes ranking senior to such class of Notes would not be materially prejudiced by the implementation of such first mentioned Extraordinary Resolution.

Subject to the following sentence, no Extraordinary Resolution of the holders of a class or classes of Notes or the Residual Certificates to sanction a Basic Terms Modification in respect of any class of Notes or Residual Certificates shall take effect unless it has been sanctioned by an Extraordinary Resolution of the holders of each other class of Notes then outstanding and of the holders of the Residual Certificates then in issue. A matter which is a Basic Terms Modification affecting only the holders of the Residual Certificates and which would not, in the opinion of the Trustee, be materially prejudicial to the interests of the Noteholders of any of the Classes of Notes ranking senior to the Residual Certificates shall only require an Extraordinary Resolution of the holders of the Residual Certificates then in issue and, for the avoidance of doubt, shall not require an Extraordinary Resolution of the holders of any Class of Notes.

Subject to Paragraph 16 (Extraordinary Resolution of Noteholders), which takes priority over the following, any resolution passed at a Meeting of Noteholders of one or more classes of Notes duly convened and held in accordance with the Trust Deed shall be binding upon all Noteholders of such class of Notes, whether or not present at such Meeting and whether or not voting and any resolution passed at a meeting of the holders of the Most Senior Class of Notes duly convened and held as aforesaid shall also be binding upon the holders of all the other classes of Notes and the Residual Certificates and will override any resolution to the contrary of the other classes of Notes and of the Residual Certificates.

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Notice of the result of every vote on a resolution duly considered by the Noteholders shall be published (at the cost of the Issuer) in accordance with the Conditions and given to the Registrar, Paying Agents and the Agents (with a copy to the Issuer and the Trustee) within 14 days of the conclusion of the Meeting.

Minutes of all resolutions and proceedings at each Meeting shall be made. The Chairman shall sign the minutes, which shall be prima facie evidence of the proceedings recorded therein. Unless and until the contrary is proved, every such Meeting in respect of the proceedings of which minutes have been summarised and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and transacted.

A Written Resolution shall take effect as if it were an Extraordinary Resolution.

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Subject to all other provisions contained in this Deed, the Trustee may without the consent of the Issuer or the Noteholders prescribe such further regulations regarding the requisitioning and/or holding of Meetings of Noteholders and attendance and voting at them and/or the provision of a Written Resolution as the Trustee may in its sole discretion determine.

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SCHEDULE 5

TERMS AND CONDITIONS OF THE RESIDUAL CERTIFICATES

Capitalised terms not otherwise defined in these Residual Certificate Conditions shall bear the meanings given to them in the Incorporated Terms Memorandum available as described above.

These Residual Certificate Conditions shall be construed in accordance with the principles of construction set out in the Incorporated Terms Memorandum.

The Residual Certificates will be represented by residual certificates in registered form.

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The Registrar will maintain the Register in respect of the Residual Certificates in accordance with the provisions of the Agency Agreement. A Residual Certificate will be issued to each Certificateholder (at the request of such Certificateholder) in respect of its registered holding. Each Residual Certificate will be numbered serially with an identifying number which will be recorded in the Register. For the avoidance of doubt, the entry on the Register shall be conclusive proof of title to the Residual Certificates and not any Residual Certificate.