Trust Deed, dated June 30, 2020, by and between ACRE Debt 2 PLC, as issuer (the Issuer) and U.S. Bank Trustees Limited, as trustee (the Trustee)

1.

Definitions

2.

Common Terms

3.

Representations and Covenants by the Issuer

4.

Amount of the Notes

5.

Issue of Further Notes

6.

Covenant to Repay Principal

7.

Covenant to Pay Interest, Residual Payments and Prepayment Fees

8.

Conditions of Payment

9.

Trust

10.

Powers to be Additional

11.

Following a Note Event of Default

12.

Rate of Interest after a Default

13.

Note Certificates

14.

Residual Certificates

15.

Waiver

16.

Modifications

17.

Noteholders to bind Certificateholders

18.

Substitution

19.

Enforcement Notice, Enforceability of Security and Proceedings

20.

Proceedings and Actions

21.

Evidence of Default

22.

Monies Held on Trust

23.

Investment of Monies

24.

Permitted Investments

25.

Payment to Instrumentholders

26.

Currency Indemnity

27.

Supplement to Trustee Acts

28.

Remuneration

29.

Appointment of Trustees

30.

Notice of a New Trustee

31.

Separate and Co-Trustees

32.

Appointment, Removal, Remuneration of Separate/Co-Trustee

33.

Retirement of Trustees

34.

Competence of a Majority of Trustees

35. Powers Additional

36. Execution

Schedule 1

Form of Note Certificate

Schedule 2

Form of Residual Certificate

Schedule 3

Terms and Conditions of the Notes

Schedule 4

Provisions for Meetings of Noteholders

Schedule 5

Terms and Conditions of the Residual Certificates

Schedule 6

Provisions for Meetings of Certificateholders

Schedule 7

Form of Class B Noteholder write-down notice

EXECUTION PAGE(S)

ACRE DEBT 2 PLC (registered number 12635042) whose registered office is at 8^th Floor 20 Farringdon Street, London, United Kingdom, EC4A 4AB (the “Issuer”); and

U.S. BANK TRUSTEES LIMITED (registered number 02379632), a private limited company incorporated under the laws of England and Wales with its principal office at 5^th Floor, 125 Old Broad Street, London EC2N (in its capacity as the “Trustee” which expression shall include such company and all other persons or companies for the time being acting as trustee (or co-trustee) pursuant to the terms of this Deed and the Deed of Charge (as applicable)).

The Issuer has authorised the creation and issue of the Initial Notes and the Residual Certificates, to be constituted by this Deed and secured by the Security.

The Trustee has agreed to act as Trustee of the Trust Property in accordance with the provisions of this Deed and the other Trust Documents.

DEFINITIONS

Unless otherwise defined in this Deed or the context requires otherwise, words and expressions used in this Deed have the meanings and constructions ascribed to them in schedule 1 (Master Definitions Schedule) to the Incorporated Terms Memorandum dated on or about the date of this Deed and signed, inter alios, by the parties to this Deed and others (as the same may be amended, varied and/or supplemented from time to time with the consent of the parties to this Deed, the “Incorporated Terms Memorandum”). This Deed shall be construed in accordance with the principles of construction and interpretation set out in the Incorporated Terms Memorandum.

References to this Deed mean this Deed, the Conditions, the Residual Certificate Conditions and the Schedules and any trust deed supplemental hereto and the Schedules (if any) thereto.

COMMON TERMS

Incorporation of Common Terms

Conflict with Common Terms

Obligor/Obligee

Governing Law and Jurisdiction

REPRESENTATIONS AND COVENANTS BY THE ISSUER

Representations and Warranties

Times for making representations and warranties

The Issuer Warranties are made on the date of this Deed.

Unless a representation and warranty is expressed to be given at a specific date, each of the Issuer Warranties is deemed to be repeated by the Issuer on each date until the Final Discharge Date.

When a representation and warranty is repeated, it is applied to the circumstances existing at the time of repetition.

Covenants

Instruments subject to Trust Documents

AMOUNT OF THE NOTES

Initial Notes

Further Notes

The Issuer (or the Servicer on its behalf) may, not less than five (5) Business Days before an Interest Payment Date deliver to the Trustee and the Noteholders a prior written request from the Issuer for the Noteholders’ approval of the issue of Further Notes.

Subject to the Noteholders approving of such request for Further Notes (acting by way of Extraordinary Resolution), the Issuer shall issue Further Notes pursuant to Clause 5.1 (Notice of Further Notes), provided that the Issuer has confirmed in writing to the Trustee that the following conditions have been met:

the Issuer entering into a note purchase agreement pursuant to which Noteholders agree to purchase Further Notes with an aggregate Principal Amount Outstanding upon issue equal to the aggregate purchase price of the relevant securities that will be acquired by the Issuer which shall include a schedule containing the terms of the new Confirmation;

the Conditions of such Further Notes shall be in the same form as the Conditions in respect of the Initial Notes 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 than that applicable to the Initial Notes;

the Issuer and the Seller have executed the relevant transfer certificates and trade confirmations in relation to the purchased securities that will be acquired by the Issuer from the Seller following issuance of the Further Notes; and

no Note Event of Default has occurred and is continuing.

ISSUE OF FURTHER NOTES

Notice of Further Notes

Cancellation of right to issue Further Notes

Principal Amount Outstanding

Supplemental trust deed

COVENANT TO REPAY PRINCIPAL

the Notes or any of them become due to be redeemed; or

any principal on the Initial Notes or any of them becomes due to be repaid.

COVENANT TO PAY INTEREST, RESIDUAL PAYMENTS

Interest

Residual Payments

CONDITIONS OF PAYMENT

Manner of payment

Application of payments

Payment after due date

the date on which the full amount is paid to the relevant Instrumentholders; and

the seventh day after notice has been given to the relevant Instrumentholders in accordance with the Notices Condition that the full amount (together with any interest accrued to that date) has been received by the Paying Agent except to the extent that there is a default in the subsequent payment thereof to the Instrumentholders (as the case may be) under the Conditions or the Residual Certificates Conditions.

Default interest

the date on which such principal amount (together with accrued interest) due is paid to the relevant Noteholder; and

the seventh day after notice has been given to the relevant Noteholders in accordance with the Notices Condition that the full amount payable in respect of the said principal amount is available for collection by such Noteholders, provided that on further due presentation thereof (if so provided for in the Conditions) such payment is in fact made.

Maximum payments

an amount of principal in respect of a Note which exceeds the Principal Amount Outstanding of such Note at the relevant time; or

an amount of interest calculated on any principal amount in excess of such Principal Amount Outstanding.

TRUST

The Trustee will hold the benefit of the rights, powers and covenants in its favour (save for any rights, powers or covenants given to the Trustee in its personal capacity) contained in the Trust Documents and the other Transaction Documents upon trust for itself and the Instrumentholders according to its and their respective interests, upon and subject to the terms and conditions of the Transaction Documents.

The provisions contained in Schedule 3 (Terms and Conditions of the Notes) shall have effect with respect to the Notes as if set out herein and Schedule 4 (Provisions for Meetings of Noteholders) shall have effect with respect to all Notes as if set out herein.

The provisions contained in Schedule 5 (Terms and Conditions of the Residual Certificates) shall have effect with respect to the Residual Certificates, as if set out herein and Schedule 6 (Provisions for Meetings of Certificateholders) shall have effect with respect to the Residual Certificates as if set out herein.

POWERS TO BE ADDITIONAL

FOLLOWING A NOTE EVENT OF DEFAULT

Notes due and Payable

Residual Certificates due and payable

Appointment of Agents for Trustee

by notice in writing to the Issuer and the Agents (or such of them as are specified by the Trustee) require each or any of the Agents:

to act thereafter, until instructed otherwise by the Trustee, as agents of the Trustee under the provisions of the Trust Documents mutatis mutandis on the terms provided in the Agency Agreement and, where applicable, the other Transaction Documents (with consequential amendments as necessary) save that the Trustee’s liability under any provisions of the Agency Agreement and, where applicable, the other Transaction Documents for the indemnification, remuneration and payment of out-of-pocket expenses of the Paying Agent and the Agents (as applicable) shall be limited to amounts for the time being held by the Trustee on the trusts of the Trust Documents in relation to the Notes and the Residual Certificates on the terms of the Trust Documents and available to the Trustee for such purpose; and

to hold all Instruments and all sums, documents and records held by it in respect of the Instruments on behalf of the Trustee subject to the terms of the Agency Agreement; and/or

to deliver up all Instruments and all sums, documents and records held by them in respect of Instruments and, in the case of the Paying Agent, all Instruments held by it as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any document or record which the Paying Agent and/or any Agent is obliged not to release by any Requirement of Law or Regulatory Direction or by the terms of the Agency Agreement; and

by notice in writing to the Issuer, require the Issuer to make all subsequent payments in respect of the Instruments to or to the order of the Trustee and not to any Agent and with effect from the issue of any such notice until such notice is withdrawn, the provisions in Clause 8.2 (Application of payments) and (so far as it concerns payments by the Issuer) Clause 25 (Payment to Instrumentholders) shall cease to have effect.

RATE OF INTEREST AFTER A DEFAULT

NOTE CERTIFICATES

Authentication of Note Certificates

Form of the Note Certificates

Signature

Deemed Absolute Owner of Notes

The Issuer, the Trustee, the Registrar and the other Agents shall deem and treat the person registered in the Register as the holder of the relevant Note or, if more than one person is so registered, the first named of such persons as the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing on it or any notice of previous loss or theft of such Note) for all purposes.

Transfers of the Notes shall be effected by the execution of a completed transfer form by the transferor Noteholder as shown on the Register and the registration of the transfer in accordance with the terms of the Agency Agreement and Condition 3 (Form, Denomination and Title).

Except as ordered by a court of competent jurisdiction or as required by applicable law, the Issuer, the Trustee, the Registrar and the other Agents shall not be affected by any notice to the contrary and shall make payments thereon accordingly.

Payments valid

Agency: Noteholders

RESIDUAL CERTIFICATES

Authentication of Residual Certificates

Form of Residual Certificates

Signature

Deemed Absolute Owner of Residual Certificates

The Issuer, the Trustee, the Registrar and the other Agents shall deem and treat the person registered in the Register as the holder of the relevant Residual Certificate or, if more than one person is so registered, the first named of such persons as the absolute owner of such Residual Certificate (whether or not such Residual Certificate shall be overdue and notwithstanding any notation of ownership or other writing on it or any notice of previous loss or theft of such Residual Certificate) for all purposes.

Transfers of the Residual Certificates shall be effected by the execution of a completed transfer form by the transferor Certificateholder as shown on the Register and the registration of the transfer in accordance with the terms of the Agency Agreement and Residual Condition 3 (Form, Denomination and Title).

Except as ordered by a court of competent jurisdiction or as required by applicable law, the Issuer, the Trustee, the Registrar and the other Agents shall not be affected by any notice to the contrary and shall make payments thereon accordingly.

Payments valid

All payments made to the person registered in the Register as the holder of the Residual Certificate or, if more than one person is so registered, the first named of such persons in accordance with Clause 14.4 (Deemed Absolute Owner of Residual 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 Residual Certificates.

Agency: Certificateholders

WAIVER

Waiver of Breach

authorise or waive, on such terms and subject to such conditions (if any) as it may decide, any proposed breach or breach of any of the covenants or provisions contained in the Trust Documents, the Conditions, the Notes, the Residual Certificates, the Residual Certificate Conditions or any other of the Transaction Documents; or

determine, on such terms and subject to such conditions (if any) as it may decide, that any Note Event of Default or Potential Note Event of Default shall not be treated as such for the purposes of the Trust Documents, the Conditions, the Notes, the Residual Certificates, the Residual Certificate Conditions or any of the other Transaction Documents.

Binding Nature

Restriction on powers

Notice of waiver

MODIFICATIONS

Notwithstanding anything to the contrary in any Transaction Document but subject to Clause 16.2, 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 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, concur with the Issuer and any other relevant parties in making or sanctioning any modification (except in the case of a Basic Terms Modification) to the Conditions, the Residual Certificates Conditions, this Deed or any other Transaction Document. The Trustee shall not be obliged to agree to any modification 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.

Binding Nature

Notice of modification

NOTEHOLDERS TO BIND CERTIFICATEHOLDERS

SUBSTITUTION

Procedure

a trust deed is executed or some other written form of undertaking is given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by the terms of the Trust Documents, the Notes, the Residual Certificates and the other Transaction Documents with any consequential amendments which the Trustee may deem appropriate, as fully as if the Substituted Obligor had been named in the Trust Documents and the other Transaction Documents and on the Instruments as the principal debtor in respect of the Notes and the other Secured Amounts in place of the Issuer (or of any previous substitute under this Clause 18.1);

the Issuer (or any previous substitute) and the Substituted Obligor execute such other deeds, documents and instruments (if any) as the Trustee may require in order that the substitution is fully effective and complies with such other requirements as the Trustee may direct in the interests of the Noteholders, the Certificateholders and the other Secured Creditors;

if all or substantially all of the assets of the Issuer (or any previous substitute) are transferred to the Substituted Obligor, the Substituted Obligor:

acquires the Issuer’s (or such previous substitute’s) equity of redemption in the Charged Property (other than the undertaking of the Issuer or any previous substitute);

becomes a party to all the Transaction Documents to which the Issuer (or such previous substitute) is a party;

acknowledges the Security and the other matters created and effected in respect thereof pursuant to the Trust Documents; and

takes all such action as the Trustee may require so that the Charged Property continue to be subject to the Security and the other matters created and effected in respect thereof pursuant to the Trust Documents are otherwise effected or maintained in all respects corresponding to those previously subsisting on the part of the Issuer (or such previous substitute);

(unless all or substantially all of the assets of the Issuer (or any previous substitute) are transferred to the Substituted Obligor) an unconditional and irrevocable guarantee secured on the Charged Property in form and substance

the Substituted Obligor is a single purpose company similar to, and with like constitution as, and having substantially the same restrictions and prohibitions on its activities and operations as the Issuer, and undertakes to be bound by provisions corresponding to those set out in the Conditions, the Residual Certificates Conditions, the Trust Documents and the other Transaction Documents binding on the Issuer (or any previous substitute) and satisfies the SPV Criteria;

the Trustee is satisfied that in accordance with all applicable Requirements of Law and Regulatory Directions:

the Substituted Obligor has obtained all governmental and regulatory approvals and consents necessary for its assumption of liability as principal debtor in respect of the Notes, the Residual Certificates and the other Secured Amounts in place of the Issuer (or such previous substitute as aforesaid);

(if a guarantee is executed in accordance with sub-clause 18.1.4 above) the Issuer (or such previous substitute) has obtained all governmental and regulatory approvals and consents necessary for the guarantee to be fully effective; and

such approvals and consents are at the time of substitution in full force and effect; and

the Trustee is provided with legal opinions in respect of such substitution and the satisfaction of the conditions thereto in this Clause 18.1.7 in form and substance satisfactory to it. The Trustee may accept, without liability to any person, the opinions referred to above as satisfaction of the conditions thereto and shall rely on such opinions without liability to any person.

Change of law

Extra duties

Directors’ certification

Substitution for tax reasons

would be required to make a Tax Deduction in respect of any payments made on the Notes or at the time a Residual Payment is made on the Residual Certificates; or

by virtue of a change in the Tax law of the Issuer’s Jurisdiction (or the application or official interpretation thereof) would be subject to Tax on an amount in excess of the Issuer Profit Amount,

Interests of Instrumentholders and Secured Creditors

Release of Issuer

Notice of substitution

Completion of substitution

ENFORCEMENT NOTICE, ENFORCEABILITY OF SECURITY AND PROCEEDINGS

Enforcement Notices

Enforceability of Security

PROCEEDINGS AND ACTIONS

Proceedings

No action by Noteholders or any other Secured Creditor

Trustee discretions

When taking any action pursuant to the provisions of the Transaction Documents, the Trustee can rely on the provisions for its benefit as set out in this Deed, the Conditions, the Residual Certificates Conditions and the Deed of Charge.

In relation to any discretion to be exercised or action to be taken by the Trustee under any Transaction Document, the Trustee may, at its discretion, or shall, if it has been so directed by an Extraordinary Resolution of the holders of the Most Senior Class of Notes then outstanding or so requested in writing by the holders of at least 25 per cent. of the Most Senior Class of Notes then outstanding or if there are no Notes outstanding, by an Extraordinary Resolution of the Certificateholders or so requested in writing by 25 per cent. in number of the Residual Certificates and without further notice exercise such discretion or take such action, provided that, in either case, the Trustee shall not be obliged to exercise such discretion or take such action unless it shall have been indemnified and/or secured and/or prefunded to its satisfaction against all Liabilities and provided that the Trustee shall not be held liable for the consequences of exercising its discretion or taking any such action and may do so without having regard to the effect of such action on individual Noteholders, Certificateholders or Secured Creditors. Notwithstanding any other provision of this Deed or the other Transaction Documents, nothing shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance of any of its duties.

Action by the Trustee

EVIDENCE OF DEFAULT

MONIES HELD ON TRUST

INVESTMENT OF MONIES

Investment by the Trustee

Accumulations

PERMITTED INVESTMENTS

Types of Investment

any of the investments for the time being authorised by English law for the investment by trustees of trust moneys; or

in any other investments, whether similar to those aforesaid or not, whether or not they produce income which may be selected by the Trustee by placing the same on deposit in the name or under the control of the Trustee with such bank or other financial institution as the Trustee may think fit. If that bank or institution is the Trustee or a subsidiary, holding or associated company of the Trustee, it need only account for an amount of interest equal to the standard amount of interest payable by it on such deposit to an independent customer.

PAYMENT TO INSTRUMENTHOLDERS

CURRENCY INDEMNITY

SUPPLEMENT TO TRUSTEE ACTS

Reliance on Information

Advice: the Trustee may act on the opinion or advice of, or a certificate or any information (whether addressed to the Trustee or not) obtained from, any lawyer, banker, valuer, surveyor, securities company, broker, auctioneer, financial adviser, accountant or other expert in the United Kingdom or elsewhere (whether obtained by the Trustee, the Receiver, the Issuer, an Agent or any other Secured Creditor or any other person and whether or not the liability of such lawyer, banker, valuer, surveyor, securities company, broker, auctioneer, financial adviser, accountant or other expert is limited by monetary cap or otherwise or if any document entered into by that person limits the scope and/or basis of such opinion, advice, certificate or information), and shall not be responsible for any Liability occasioned by so acting or relying;

Transmission of Advice: any opinion, advice, certificate or information referred to in sub-clause 27.1.1 (Advice) may be sent or obtained by letter, telegram, e-mail or fax transmission and the Trustee shall not be liable for acting on any opinion, advice, certificate or information purporting to be so conveyed although the same contains some error or is not authentic;

Certificate of Directors or Authorised Signatories: the Trustee may call for and shall be at liberty to accept a certificate signed by two directors and/or two Authorised Signatories of the Issuer or any other Transaction Party (or other person duly authorised on its behalf):

as to any fact or matter prima facie within the knowledge of the Issuer or such other Transaction Party; and

to the effect that any particular dealing, transaction or step or thing is, in the opinion of the person so certifying, expedient,

Resolution or direction of Noteholders or Certificateholders: the Trustee shall not be responsible for acting upon any resolution purporting to be a Written Resolution or to have been passed at any Meeting in respect whereof minutes have been made and signed or a direction of the requisite percentage of Noteholders or Certificateholders, even though it may subsequently be found

Certificates of other parties to the Transaction Documents: the Trustee shall be entitled to call for and rely upon a certificate, believed by it to be genuine, of:

any of the parties to the Transaction Documents, in respect of every matter and circumstance for which a certificate is expressly provided for under the Trust Documents, the Conditions, the Residual Certificate Conditions or the other Transaction Documents;

the Servicer, the Realisation Agent or the Repo Calculation Agent, as to any other fact or matter prima facie within the knowledge of the Servicer, the Realisation Agent or the Repo Calculation Agent;

the Cash Manager, as to any other fact or matter prima facie within the knowledge of the Cash Manager;

the auditors or, if applicable, the Insolvency Official (if any) of the Issuer as to the amounts to be paid to Secured Creditors in accordance with the Post–Default Priority of Payments; and

the Issuer, that the Issuer has sufficient funds to make an optional redemption under the Conditions or the Residual Certificates Conditions,

Notes or Residual Certificates held by or for the benefit of the Issuer or any other person referred to in the proviso to the definition of outstanding: in the absence of knowledge or express notice to the contrary, the Trustee may assume without enquiry (other than requesting a certificate of the Issuer or the Seller) that no Notes or Residual Certificates are for the time being held by or for the benefit of the Issuer or any other person referred to in the proviso to the definition of outstanding;

Trustee not responsible for investigations: the Trustee shall not be responsible for, or for investigating any matter which is the subject of, any recital, statement, representation, warranty or covenant of any person contained in the Trust Documents, the other Transaction Documents, the Notes, the Conditions, the Residual Certificates, the Residual Certificates Conditions or any other agreement or document relating to the transactions herein or therein contemplated or for the execution, legality, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence thereof and shall assume the accuracy and correctness thereof nor shall the Trustee, by execution of the Trust Documents, be deemed to make any representation as to the validity, sufficiency or enforceability of either the whole or any part of the Trust Documents;

Information: it is a term of the trust created in this Deed that, except where expressly provided otherwise in the Transaction Documents, where the Trustee receives any information provided to it under to the terms of the Transaction Documents for information purposes only, the Trustee will not and is not expected to review or monitor such information;

Holding of documents: The Trustee shall be at liberty to hold this Deed and any other documents relating thereto or to deposit them in any part of the world with any banker or banking company or company whose business includes undertaking the safe custody of documents or lawyer or firm of lawyers considered by the Trustee to be of good repute and may deposit this Deed and any other documents relating to this Deed with such custodian and the Trustee shall not be responsible for or required to insure against any Liability incurred in connection with any such holding or deposit and may pay all sums required to be paid on account of or in respect of any such deposit;

No Liability as a result of the delivery of a certificate: the Trustee shall have no liability whatsoever for any Liability directly or indirectly suffered or incurred by the Issuer, any Noteholder, Certificateholder, Secured Creditor or any other person as a result of the delivery by the Trustee to the Issuer of a certificate as to material prejudice pursuant to Notes Condition 12.3 (Conditions to delivery of an Enforcement Notice) or Residual Certificate Condition 10.3 (Conditions to delivery of an Enforcement Notice), on the basis of an opinion formed by it in good faith;

Forged Notes or Residual Certificates: the Trustee shall not be liable to the Issuer or any Noteholder or any Certificateholder by reason of having accepted as valid or not having rejected any Note as such and subsequently found to be forged or not authentic;

Replacement of Servicer and Realisation Agent: in determining whether to serve any notice pursuant to clause 21 (Termination) of the Servicing and Realisation Agreement (or their equivalent in any replacement or back-up servicing and realisation agreements) it shall be entitled to seek directions by way of an Extraordinary Resolution of the holders of the Most Senior Class of Notes then outstanding or a request in writing by the holders of at least 25 per cent. in aggregate of the Principal Amount Outstanding of such Notes or if there are no Notes outstanding, by an Extraordinary Resolution of the Certificateholders or a request in writing by 25 per cent. in number of the Residual Certificates and shall not be responsible for any delays in taking action occasioned by so doing. The Trustee has no obligation to assume the role or responsibilities of the Servicer or Realisation Agent or to appoint a successor Servicer or Realisation Agent; and

Replacement of Cash Manager: in determining whether to serve any notice pursuant to clause 17 (Cash Manager Termination Events) of the Cash Management Agreement (or their equivalent in any replacement or back-up cash management agreements) it shall be entitled to seek directions by way of

Trustee’s powers and duties

Trustee’s determination: the Trustee may determine whether or not a default in the performance by the Issuer of any obligation under the provisions of the Trust Documents, the Conditions, the Residual Certificate Conditions or contained in the Notes, the Residual Certificates or any other Transaction Document is capable of remedy, including, inter alia, the following events: (i) the Issuer ceases or threatens to cease to carry on the whole or, in the opinion of the Trustee, a substantial part of its business, save for the purposes of reorganisation on terms approved in writing by the Trustee or by Extraordinary Resolution of the Most Senior Class of Noteholders or, if there are no Notes outstanding, by an Extraordinary Resolution of the Certificateholders, or (ii) the Issuer stops or threatens to stop payment of, or is unable to, or admits inability to, pay its debts (or any class of its debts) as they fall due or the value of its assets falls to less than the amount of its liabilities (taking into account its contingent and prospective liabilities), or (iii) the Issuer is deemed unable to pay its debts pursuant to or for the purposes of any Applicable Law or is adjudicated or found bankrupt or insolvent and/or materially prejudicial to the interests of the Noteholders or any class of Notes or the Certificateholders, such certificate shall be conclusive and binding upon the Issuer, the Noteholders, the Certificateholders and the other Secured Creditors;

Events of Default: the Trustee shall not be bound to give notice to any person of the execution of the Trust Documents or the other Transaction Documents or to take any steps to ascertain whether any Note Event of Default or Potential Note Event of Default or Residual Certificate Event of Default has happened and, until it has received a Note Event of Default Notice pursuant to the Trust Documents, the Trustee shall be entitled to assume that no Note Event of Default or Potential Note Event of Default or Residual Certificate of Event of Default has happened and that the Issuer is observing and performing all the obligations on its part contained in the Notes, the Conditions, the Residual Certificates, the Residual Certificates Conditions the other Transaction Documents and under the Trust Documents and no event has happened as a consequence of which any of the Notes may become repayable;

Determination of questions: the Trustee, as between itself, the Instrumentholders and the other Secured Creditors, shall have full power to determine all questions and doubts arising in relation to any of the provisions of the Trust Documents and every such determination, whether made upon a question actually raised or implied in the acts or proceedings of the Trustee, shall be conclusive and shall bind the Trustee, the Instrumentholders and the other Secured Creditors;

Noteholders and Certificateholders as a class: without prejudice to the provisions of sub-clause 27.2.5 (Consideration of the interests of the Noteholders, the Certificateholders and the other Secured Creditors), whenever in the Trust Documents the Trustee is required in connection with any exercise of its powers, trusts, authorities or discretions (including any modification, waiver, authorisation or determination) to have regard to the interests of the Noteholders or any class of Notes thereof or the Certificateholders, it shall have regard to the interests of the Noteholders (or such class of Notes) and the Certificateholders as a class. The Trustee shall not be obliged to have regard to the consequences of such exercise for any individual Noteholder or Certificateholder resulting from its being for any purpose domiciled or resident in, or otherwise connected in any way with, or subject to the jurisdiction of, any particular territory or taxing jurisdiction and the Noteholder or Certificateholders shall not be entitled to claim from the Issuer, the Trustee or any other person any indemnification or payment in respect of any Tax or stamp duty consequences of any such exercise upon individual Noteholders, except to the extent already provided for in Condition 11 (Taxation);

Consideration of the interests of the Noteholders, the Certificateholders and the other Secured Creditors: the Trustee shall, as regards all the powers, trusts, authorities, duties and discretions vested in it by the Trust Documents, the other Transaction Documents, the Conditions, the Residual Certificates Conditions, the Residual Certificates or the Notes, except where expressly provided otherwise, have regard to the interests only of the Noteholders and/or the Certificateholders and not of the other Secured Creditors. Where, in the opinion of the Trustee:

there is a conflict between the interests of:

the Class A Noteholders; and

the Class B Noteholders and/or the Certificateholders,

There is a conflict between the interest of:

the Class B Noteholders; and

the Certificateholders,

to do so would not, in its opinion, be materially prejudicial to the interests of the Noteholders of all the Classes of Notes ranking senior to such other Class or the Residual Certificates; or

(if the Trustee is not of that opinion) such action of each Class or the Residual Certificates is sanctioned by an Extraordinary Resolution of the Noteholders of the Class or Classes of the Notes ranking senior to such other Class or the Residual Certificates,

Trustee’s discretion: save as expressly otherwise provided herein or in the other Transaction Documents, the Trustee shall have absolute and uncontrolled discretion as to the exercise or non-exercise as regards all the trusts, powers, authorities and discretions vested in it by the Trust Documents, the other Transaction Documents or by operation of law. The Trustee shall not be responsible for any Liability that may result from the exercise or non-exercise of such discretion, but whenever the Trustee is under the provisions of the Trust Documents bound to act at the request or direction of the Noteholders or any class of Notes thereof or the Certificateholders, the Trustee shall nevertheless not be so bound unless first indemnified and/or secured and/or prefunded to its satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all Liabilities which it may incur by so doing;

Trustee’s consent: any consent, authority, approval or waiver given by the Trustee for the purposes of the Trust Documents, the Conditions, the Residual Certificates Conditions, the Notes, the Residual Certificates and the other Transaction Documents may be given on such terms and subject to such conditions (if any) as the Trustee may require and (notwithstanding any provision to the contrary) may be given retrospectively;

Conversion of currency: where it is necessary or desirable for any purpose in connection with the Trust Documents to convert any sum from one currency to another it shall (unless otherwise provided by the Trust Documents, the other Transaction Documents or required by law) be converted at such rate or rates, in accordance with such method and as at such date for the determination of such rate of exchange, as may be specified by the Trustee in its absolute discretion as relevant and any rate, method and date so specified shall be binding on the Issuer, the Instrumentholders and the other Secured Creditors;

Application of proceeds: the Trustee shall not be responsible for the receipt or application by the Issuer of the proceeds of the issue of the Notes Certificates or the Residual Certificates or the delivery of any Note or Residual Certificate to the persons entitled to them;

Error of judgment by employees: the Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Trustee assigned by the Trustee to administer its corporate trust matters;

Agents: the Trustee may, in the conduct of the trusts created pursuant to the Trust Documents, instead of acting personally, employ and pay an agent on any terms, whether or not a lawyer or other professional person, to transact or conduct, or concur in transacting or conducting, any business and to do or concur in doing all acts required to be done by the Trustee (including the receipt and payment of money), and the Trustee shall not be bound to supervise the proceedings or acts of, and shall not in any way or to any extent be responsible for, any Liability incurred by reason of the misconduct, omission or default on the part of any person appointed by it hereunder;

Delegation: the Trustee may, in the execution and exercise of all or any of the trusts, powers, authorities and discretions vested in it by the Trust Documents, act by responsible officers or a responsible officer for the time being of the Trustee and the Trustee may also whenever it thinks fit, whether by power of attorney or otherwise, delegate to any person or persons or fluctuating body of persons (whether being a joint trustee or co-trustee of the Trust Documents or not) all or any of the trusts, powers, authorities and discretions vested in it by the Trust Documents. Any such delegation may be made upon such terms and conditions and subject to such regulations (including power to sub-delegate with the consent of the Trustee) as the Trustee may think fit in the interests of the Noteholders and the Certificateholders and the Trustee shall not be bound to supervise the proceedings or acts of, and shall not in any way or to any extent be responsible for any Liability incurred by reason of the misconduct, omission or default on the part of, such delegate or sub-delegate;

Custodians and nominees: the Trustee may appoint and pay any person to act as a custodian or nominee on any terms in relation to the Trust Property as the Trustee may determine, including for the purpose of depositing with a custodian this Deed or any document relating to the trusts created by the Trust Documents and the Trustee shall not be responsible for any Liability incurred by reason of the misconduct, omission or default on the part of any person appointed by it hereunder or be bound to supervise the proceedings or acts of any such person; the Trustee is not obliged to appoint a custodian if the Trustee invests in securities payable to bearer;

Advice or opinion on material prejudice: where the Trustee is required to consider whether any event or the exercise by it of any power, trust, authority, duty or discretion, under or in relation to the Notes, the Residual Certificates, the Trust Documents or any other Transaction Document, is or will be materially prejudicial to the interests of the Noteholders (or any class of Notes thereof) or the Certificateholders, the Trustee shall be entitled to call for and rely and act upon the advice or opinion of any reputable financial or other adviser (whether or not such financial adviser shall be a Secured Creditor or other party to any Transaction Document) and the advice of such financial or other professional adviser if relied upon by the Trustee, shall be binding on the Noteholders and the Certificateholders and the Trustee shall not incur any Liability by reason of so acting or relying;

Directions from the holders of the Most Senior Class of Notes or the Certificateholders: The Trustee shall be entitled to seek and obtain the express direction by an Extraordinary Resolution of the holders of the Most Senior Class

Confidential information: the Trustee shall not (unless required pursuant to any Requirement of Law or any Regulatory Direction or ordered so to do by a court of competent jurisdiction) be required to disclose to any Instrumentholder, any other Secured Creditor or any other person confidential information or other information (including information of a financial or price sensitive nature) made available to the Trustee by the Issuer or any other person in connection with this Deed or the other Transaction Documents and no Instrumentholder, other Secured Creditor or any other person shall be entitled to take any action to obtain from the Trustee any such information;

No obligation to monitor performance: the Trustee shall be under no obligation to monitor or supervise the performance by the Issuer or any of the other Transaction Parties of their respective obligations under the Transaction Documents or under the Notes, the Residual Certificates the Conditions, the Residual Certificates Conditions or any other agreement or document relating to the transactions herein or therein contemplated and shall be entitled, in the absence of actual knowledge of a breach of obligation, to assume that each such person is properly performing and complying with its obligations;

Illegality: notwithstanding anything else contained in the Trust Documents or the other Transaction Documents, the Trustee may refrain from doing anything which would or might in its opinion be contrary to any Requirement of Law or Regulatory Direction or which would or might otherwise render it liable to any person and may do anything which is, in its opinion, necessary to comply with any such Requirement of Law or Regulatory Direction;

Responsibility for determination or procuring the determination of certain matters: the Issuer is responsible, pursuant to the Conditions and Residual Certificates Conditions (as applicable) for determining the amount of (i) the Note Principal Payment, (ii) the Principal Amount Outstanding, (iii) the Interest Amount and (iv) the Residual Payments and the Trustee shall have no responsibility to recalculate any such amounts notwithstanding a manifest error therein. If the Issuer does not at any time for any reason determine such amounts, the Trustee may (but is not obliged to) without responsibility or liability appoint an agent to determine the same and such calculation shall be deemed to have been made by the Issuer pursuant to the Conditions and the Residual Certificates Conditions and the Trustee shall have no liability in respect thereof;

Termination Events: The Trustee shall not be responsible for:

identifying the occurrence of an Issuer Termination in respect of the Servicer or the Realisation Agent or a Cash Manager Termination Event and shall assume that no such event or eventuality has occurred unless notified thereof by the Issuer, the Servicer, the Realisation Agent or the Cash Manager; or

analysing the circumstances which have informed the Servicer, the Realisation Agent, the Cash Manager or the Issuer when notifying the Trustee of an Issuer Termination in respect of the Servicer,

Trustee not responsible for monitoring compliance with the Securitisation Regulation: the Trustee shall not be responsible for the monitoring of, compliance with, or for investigating any matter which is the subject of the undertaking given by the Retention Holder to the Trustee in paragraph 6 of the Risk Retention Letter in relation to the Retention Holder’s (i) holding of a material net economic interest pursuant to article 6(3) of the Securitisation Regulation; and (ii) compliance with its other obligations under the Securitisation Regulation ((i) and (ii) above together, the “Compliance Undertaking”). The Trustee shall not be under any obligation to take any action in relation to the Retention Holder’s non-compliance with the Compliance Undertaking unless and until it receives actual written notice from any Transaction Party confirming a breach of the Compliance Undertaking, in which event the only obligation of the Trustee shall be to forthwith notify the Issuer (who shall notify the Noteholders and the other Secured Creditors of the same) and, subject to its being indemnified and/or secured and/or prefunded to its satisfaction, to take such further action as it is directed to take in connection with such breach in accordance with an Extraordinary Resolution of the holders of the Most Senior Class of Notes or if there are no Notes outstanding, by an Extraordinary Resolution of the Certificateholders;

Financial matters

Professional charges: any trustee being a banker, lawyer, broker or other person engaged in any profession or business shall be entitled to charge and be paid all usual professional and other charges for business transacted and acts done by him or his partner or firm on matters arising in connection with the trusts of the Trust Documents and also his properly incurred charges in addition to disbursements for all other work and business done and all time spent by him or his partner or firm on matters arising in connection with the Trust Documents, including matters which might or should have been attended to in person by a trustee not being a banker, lawyer, broker or other professional person;

Expenditure by the Trustee: the Trustee may refrain from taking any action or exercising any right, power, authority or discretion vested in it under the Trust Documents, any other Transaction Document, the Charged Property or any other agreement relating to the transactions herein or therein contemplated or from taking any action to enforce the Security until it has been indemnified and/or secured and/or prefunded to its satisfaction against any and all Liabilities which might be brought, made or conferred against or suffered, incurred or sustained by it as a result (which may include payment on account). Nothing

Deductions and withholdings: notwithstanding anything contained in the Trust Documents, to the extent required by applicable law, if the Trustee is required to make any deduction or withholding from any distribution or payment made by it under the Trust Documents (other than in connection with its remuneration as provided for herein) or if the Trustee is otherwise charged to, or may become liable to, Tax as a consequence of performing its duties under the Trust Documents or the other Transaction Documents (other than Tax imposed on or calculated by reference to the overall net income, profits or gains of the Trustee), then the Trustee shall be entitled to make such deduction or withholding or (as the case may be) to retain out of sums received by it an amount sufficient to discharge any liability to Tax which relates to sums so received or distributed or to discharge any such other liability of the Trustee to Tax from the funds held by the Trustee on the trusts of the Trust Documents;

Trustee may enter into financial transactions: no Trustee and no director or officer of any corporation being a Trustee hereof shall by reason of the fiduciary position of such Trustee be in any way precluded from making any contracts or entering into any transactions in the ordinary course of business with the Issuer or any other Transaction Party or any person or body corporate directly or indirectly associated with the Issuer or such other party, or from accepting the trusteeship of any other debenture stock, debentures or securities of the Issuer or such other party or any person or body corporate directly or indirectly associated with the Issuer or such other party. Neither the Trustee nor any director or officer of any corporation being a Trustee shall be accountable to the Instrumentholders, the other Secured Creditors, the Issuer or any other Transaction Party or any person or body corporate directly or indirectly associated with the Issuer or any such other Transaction Party for any profit, fees, commissions, interest, discounts or share of brokerage earned, arising or resulting from any such contracts or transactions and the Trustee and any such director or officer shall also be at liberty to retain the same for its or his own benefit; and

Noteholder and Certificateholder appraisal of financial condition: each Noteholder, each Certificateholder and each other Secured Creditor shall be solely responsible for making its own independent appraisal of and investigation into the financial condition, creditworthiness, affairs, status and nature of the Issuer and the other Transaction Parties, the Charged Property or the Security and the Trustee shall not at any time have any responsibility for any such appraisal or investigation and no Noteholder, Certificateholder or other Secured Creditors shall rely on the Trustee in respect thereof.

FSMA Authorisation

to delegate any of the functions which fall to be performed by an authorised person under FSMA to any other agent or person which also has the necessary authorisations and licences; and

to apply for authorisation under FSMA and perform any or all such functions itself if, in its absolute discretion, it considers necessary, desirable or appropriate to do so.

Trustee Liability

Consequential Damages or Loss of Profits

Trustee liable for gross negligence

Disapplication

Matters Relating to Security

Reliance on title to the Security: the Trustee may accept without investigation, requisition or objection such right and title as the Issuer may have to any of the Charged Property and the other Security created in favour of the Trustee by the Trust Documents and shall not be bound or concerned to examine or enquire into or be liable for any defect or failure in the right or title of the Issuer or any other person to all or any of the Charged Property whether such defect or failure was known to the Trustee or might have been discovered upon examination or enquiry and whether capable of remedy or not;

Registration and perfection of the Security: the Trustee shall not be liable for any failure, omission or defect in perfecting, protecting or further assuring the Security including:

any failure, omission or defect in registering or filing or procuring registration or filing of, or otherwise protecting or perfecting the Security or the priority thereof or the right or title of any person in or to the assets comprised in the Security; and

any failure or omission to require any further assurances in relation to the Security;

Adequacy of the Security: the Trustee shall not be responsible for any unsuitability, inadequacy or unfitness of any Charged Property as security for the Secured Amounts and shall not be obliged to make any investigation into, and shall be entitled to assume, the suitability, adequacy and fitness of the Charged Property as security for the Secured Amounts;

Monitoring: the Trustee shall not be responsible for investigating, monitoring or supervising the observance or performance by any person of its obligations in respect of the Charged Property or otherwise;

No responsibility for Security: the Trustee shall not be responsible for any Liabilities occasioned to the Security however caused, whether by an act or omission of the Issuer or any other party to the Transaction Documents or any other person (including any bank, broker, depositary, custodian or other intermediary or any clearing system or operator thereof) acting in accordance with or contrary to the provisions of any of the Transaction Documents or otherwise and irrespective of whether the Security is held by or to the order of any of such persons;

Insurance: without prejudice to the provisions of any Transaction Document relating to insurance, the Trustee shall not be under any obligation to insure any of the Security or Charged Property or any deeds or documents of title or other evidence in respect of the Security or Charged Property or to require any other person to maintain any such insurance or monitor the adequacy of any such insurance and shall not be responsible for any Liability which may be suffered by any person as a result of the lack of or inadequacy of any such insurance;

Depreciation in value: the monies standing to the credit of any account comprised in the Charged Property shall be dealt with in accordance with the provisions of the Transaction Documents and the Trustee shall not be responsible in such circumstances or at any other time for any Liability suffered by any person, whether by reason of depreciation in value or by fluctuation in exchange rates or otherwise;

No liability for loss: the Trustee will not be liable for any decline in the value nor any loss realised upon any sale or other disposition pursuant to the Trust Documents of, any of the Charged Property. In particular and without limitation, the Trustee shall not be liable for any such decline or loss directly or indirectly arising from its acting or failing to act as a consequence of an opinion reached by it in good faith based on advice received by it in accordance with the Trust Documents and the Conditions;

Liability to Tax: the Trustee shall have no responsibility whatsoever to the Issuer, any Noteholder or other Secured Creditors as regards any deficiency which might arise because the Trustee is subject to any Tax in respect of all or any of the Charged Property, the income therefrom or the proceeds thereof; and

Responsibility: the Trustee shall not be responsible for the execution, legality, effectiveness, adequacy, genuineness, validity, enforceability, admissibility in evidence or suitability of any of the Underlying Assets, the Underlying Finance Documents, the Underlying Security, the Financial Assets or the Repurchase Agreement or other documents entered into in connection therewith, nor shall it be responsible or liable to any person because of any invalidity of any provisions of such documents or the unenforceability thereof, whether arising from statute, law or decision of any court. The Trustee shall not have any responsibility for, or have any duty to make any investigation in respect of or in any way be liable whatsoever for:

the nature, status, creditworthiness or solvency of any Underlying Obligor or any other person or entity who has at any time provided any security or support whether by way of guarantee, charge or otherwise in respect of any advance made to any Underlying Obligor;

the execution, delivery, legality, effectiveness, genuineness, validity, adequacy, admissibility in evidence, suitability or enforceability of any Underlying Assets, the Underlying Finance Documents, the Underlying Security, the Financial Assets or the Repurchase Agreement or any other document entered into in connection therewith;

the scope or accuracy of any representations, warranties or statements made by or on behalf of any Underlying Obligor in any application for any advance or any document entered into in connection therewith;

the performance or observance by any Underlying Obligor or any other person of any provisions of any Underlying Assets, the Underlying Finance Documents, the Underlying Security, the Financial Assets or the Repurchase Agreement or in any document entered into in connection therewith or the fulfilment or satisfaction of any conditions contained therein or relating thereto or as to the existence or occurrence at any time of any default, event of default or similar event contained therein or waiver or consent which has at any time been granted in relation to any of the foregoing;

the existence, accuracy or sufficiency of any legal or other opinions, searches, reports, certificates, valuations or investigations delivered or obtained or required to be delivered or obtained at any time in connection with any Underlying Assets, the Underlying Finance Documents, the Underlying Security, the Financial Assets or the Repurchase Agreement;

the title of the Issuer to any Financial Assets;

the compliance of the provisions and contents of and the manner and formalities applicable to the execution of the Underlying Assets or the Repurchase Agreement and any documents connected therewith, with any Requirement of Law or Regulatory Disclosure;

the failure to call for delivery of documents of title to or require any transfers, legal mortgages, charges or other further assurances in relation to any of the assets the subject matter of any of the Transaction Documents or any other document;

any other matter or thing relating to or in any way connected with any Underlying Assets or the Repurchase Agreement or any document entered into in connection therewith, whether or not similar to the foregoing.

REMUNERATION

Normal Remuneration

Extra Remuneration

Value Added Tax

Failure to agree

(in a case to which Clause 28.1 (Normal Remuneration) applies) upon the amount of the remuneration; or

(in a case to which Clause 28.2 (Extra Remuneration) applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under the Trust Documents or upon such additional remuneration,

Expenses

Indemnity

Without prejudice to the right of indemnity by law given to trustees, the Issuer covenants with and undertakes to the Trustee to indemnify the Trustee on demand on an after-Tax basis against any Liabilities (other than a liability to Tax imposed on, or calculated by reference to, the Trustee’s, the Appointee’s and (if applicable) the Receiver’s net income, profits or gains) which are properly incurred by the Trustee, any Receiver or any Appointee or any other person appointed by the Trustee under the Trust Documents to whom any trust, power, authority or discretion may be delegated by the Trustee in the execution, or the purported execution, of the trusts, powers, authorities and discretions vested in it or performance or attempted performance of its duties imposed by the Trust Documents or the other Transaction Documents, in, or in connection with (except insofar as the same are incurred because of any gross negligence, fraud or wilful default of the Trustee, any Appointee or the Receiver):

the performance of the terms of the Trust Documents or the other Transaction Documents;

anything done or purported to be done or omitted by the Trustee, any Appointee or the Receiver in relation to the Charged Property or under the Trust Documents or any other Transaction Document;

the exercise or attempted or purported or omitted exercise by or on behalf of the Trustee, any Appointee or the Receiver of any of the powers or performance or attempted performance of the Trustee, any Appointee or the Receiver or any other action taken by or on behalf of the Trustee with a view to or in connection with enforcing any obligations of the Issuer or any other person under any Transaction Document or the recovery by the Trustee, any Appointee or the Receiver from the Issuer of the Secured Amounts; or

any payment made in respect of the Secured Amounts (whether by the Issuer or any other person) which is subsequently impeached or declared void for any reason whatsoever.

The Issuer shall, if required by the Trustee, put the Trustee in funds prior to the Trustee being required to make a payment in respect of any Liability incurred by the Trustee where the Trustee would have a right to be indemnified by the Issuer for such Liability under sub-clause 28.6.1 above and the Trustee shall only be required to pay such liability to the extent that the Trustee has been prefunded therefor.

Priority of Indemnity

Payment of amounts due

All amounts due and payable pursuant to Clauses 28.5 (Expenses) and 28.6 (Indemnity) shall be payable by the Issuer on the date specified in a demand by the Trustee; the rate of interest applicable to such payments shall be 2 per cent. per annum above the base rate from time to time of Bank of England or 2 per cent. whichever is higher and interest shall accrue:

in the case of payments made by the Trustee prior to the date of the demand, from the date on which the payment was made or such later date as specified in such demand;

in the case of payments made by the Trustee on or after the date of the demand, from the date specified in such demand, which date shall not be a date earlier than the date such payments are made.

All remuneration or indemnity payments due and payable to the Trustee shall carry interest at the rate specified in sub-clause 28.8.1 above from the due date thereof.

Discharges

APPOINTMENT OF TRUSTEES

NOTICE OF A NEW TRUSTEE

SEPARATE AND CO-TRUSTEES

if the Trustee considers such appointment to be in the interests of the Noteholders and the Certificateholders; or

for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts are to be performed; or

for the purposes of obtaining a judgment against the Issuer in any jurisdiction or the enforcement in any jurisdiction either of a judgment already obtained against the Issuer or in respect of the Trust Documents or any other Transaction Document; or

if the Trustee in its absolute discretion determines that such appointment is necessary or desirable to avoid any potential conflicts of interest.

APPOINTMENT, REMOVAL, REMUNERATION OF SEPARATE/CO-TRUSTEE

RETIREMENT OF TRUSTEES

COMPETENCE OF A MAJORITY OF TRUSTEES

POWERS ADDITIONAL

EXECUTION

To be included in Class A Notes only.

A representative of such registered holder should state the capacity in which he signs, e.g. executor.

The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Registrar may require.

The Class B Notes shall not be transferred in part or separately from the Residual Certificates. However, all of the Class B Notes and Residual Certificates, together, may be transferred to a single transferee, provided that: (i) such transferee is a Related Entity of the Class B Noteholder and (ii) following delivery of a Write-Down Notice, any proposed transfer of the Class B Notes and Residual Certificates shall only be effective after the Class B Set-Off Date as specified in the notice.

A representative of such registered holder should state the capacity in which he signs, e.g. executor.

The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Registrar may require.

The Residual Certificates shall not be transferred in part or separately from the Class B Notes. However, all of the Residual Certificates and all of the Class B Notes, together, may be transferred to a single transferee.

GENERAL

The £519,632,743.56 Class A GBP Asset Backed Floating Rate Notes due 2025 (the “Class A GBP Notes”), the €122,493,843.06 Class A EUR Asset Backed Floating Rate Notes due 2025 (the “Class A EUR Notes” and, together with the Class A GBP Notes the “Class A Notes”), the £174,149,194.44 Class B GBP Asset Backed Floating Rate Notes due 2025 (the “Class B GBP Notes”), the €83,720,557.94 Class B EUR Asset Backed Floating Rate Notes due 2025 (the “Class B EUR Notes” and, together with the Class B GBP Notes, the “Class B Notes”) will be issued by ACRE DEBT 2 PLC (registered number 12635042) on or about the Closing Date.

The Issuer has agreed to issue the Notes subject to and with the benefit of the terms of the Trust Deed and the Agency Agreement. The security for the Notes is created pursuant to, and on the terms set out in, the Deed of Charge.

The Agency Agreement records certain arrangements in relation to the payment of interest and principal in respect of the Notes.

Certain provisions of these Conditions are summaries of the Trust Documents and the Agency Agreement and are subject to their detailed provisions.

The Noteholders are bound by the terms of the Trust Documents and are deemed to have notice of all the provisions of the Transaction Documents.

Copies of each of the Transaction Documents (including any related modification, waiver, authorisation or determination in writing) and the Restricted Transferees List will be sent by the Registrar to each Noteholder at its request upon entry of their name in the Register by uninsured first class mail (airmail if overseas) at the risk of the Noteholder to the address specified in the Register.

DEFINITIONS

Definitions

Interpretation

FORM, DENOMINATION AND TITLE

Form and Denomination

Title

Title to the Notes shall pass by registration in the Register.

The Issuer shall procure that the Registrar maintains the Register in accordance with the terms of the Agency Agreement.

The holder of each Note shall (except as otherwise required by law) be treated as its absolute owner for all purposes (including the making of any payment) whether or not any payment is overdue and regardless of any notice of ownership, trust or any other interest therein, any writing on the Note Certificate relating thereto (other than the endorsed form of transfer) or any notice of any previous loss or theft of such Note Certificate and no person shall be liable for so treating such holder.

Register

Transfers

Subject to Conditions 3.7 (Closed periods) and 3.8 (Regulations concerning transfers and registration) below, a Note may be transferred by delivery of a completed transfer form to the Specified Office of the Registrar or the Paying Agent, together with such evidence of the authority of the individuals who have executed the form of transfer; provided, however, that:

a Note may not be transferred unless the principal amount of Notes transferred and (where not all of the Notes held by a holder are being transferred) the principal amount of the balance of Notes not transferred are Authorised Holdings; and

the proposed transferee is not a Restricted Transferee (unless a Note Event of Default has occurred and is continuing at the time of transfer, in which case the Notes shall be freely transferable to any Restricted Transferee).

The Class B Notes shall not be transferred in part or separately from the Residual Certificates. However, all of the Class B Notes and Residual Certificates, together, may be transferred to a single transferee, provided that:

such transferee is a Related Entity of the Class B Noteholder;

such transfer would not be in breach of the Risk Retention Undertaking given by the Retention Holder; and

following the delivery of a Write-Down Notice, such transfer is effective only after the Class B Set-Off Date as specified in the notice,

Registration and delivery of Note Certificates

No charge

Closed periods

Regulations concerning transfers and registration

Listing

STATUS AND RANKING

Status

Ranking

Sole Obligations

Priority of Interest Payments

Priority of Principal Payments

Payment Priorities

SECURITY

Security

The Notes are secured by the Security.

The Security over the relevant assets will be released in the following circumstances:

over all amounts which the Cash Manager, on behalf of the Issuer and the Trustee (if applicable), is permitted to withdraw from the relevant

over an Underlying Asset and any security pertaining to it are sold by the Realisation Agent or Servicer (as applicable) pursuant to the Servicing and Realisation Agreement and the Deed of Charge.

Enforceability

ISSUER COVENANTS

INTEREST

Accrual of Interest

Cessation of Interest

the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder; and

the day which is seven days after the Paying Agent or the Trustee has notified the Noteholders of such Class in accordance with Condition 22 (Notices) that it has received all sums due in respect of the Notes of such class up to such seventh day (except to the extent that there is any subsequent default in payment).

Interest Payments

Interest on each of the Class A GBP Notes and the Class B GBP Notes is payable in Sterling in arrear on each Interest Payment Date commencing on the First Interest Payment Date, in an amount equal to the Interest Amount in respect of such Note for the Interest Period ending on the day immediately preceding such Interest Payment Date.

Interest on each of the Class A EUR Notes and the Class B EUR Notes is payable in EUR in arrear on each Interest Payment Date commencing on the First Interest Payment Date, in an amount equal to the Interest Amount in respect of such Note for the Interest Period ending on the day immediately preceding such Interest Payment Date.

Interest on each of the Class A USD Notes and the Class B USD Notes is payable in USD in arrear on each Interest Payment Date commencing on the First Interest Payment Date, in an amount equal to the Interest Amount in respect of such Note for the Interest Period ending on the day immediately preceding such Interest Payment Date.

Calculation of Interest Amount

Calculation and Publication of Interest Amount and Interest Payment Date

the Interest Amount payable in respect of each Note of each class for the related Interest Period; and

the Interest Payment Date next following the related Interest Period,

Amendments to Publications

Determination or Calculation by Trustee

Notifications to be final

Interest Deferral

To the extent that funds available to the Issuer to pay interest on the Notes of any Class (other than the Most Senior Class of Notes) on an Interest Payment Date are insufficient to pay the full amount of such interest, payment of the shortfall in respect of such Class of Notes (“Deferred Interest”) will not then fall due but will instead be deferred until the first Interest Payment Date thereafter on which funds are available to the Issuer (after allowing for the Issuer’s liabilities of higher priority in accordance with the Priorities of Payments and subject to and in accordance with these Conditions) to fund the payment of such Deferred Interest when the Deferred Interest will be paid to the extent of such available funds.

Payment of any amounts of Deferred Interest shall not be deferred beyond the Final Maturity Date or beyond any earlier date on which the relevant class of Notes falls to be redeemed in full in accordance with Condition 8 (Final Redemption, Mandatory Redemption, Optional Redemption and Cancellation) and any such amount which has not then been paid in respect of the relevant Class of Notes shall thereupon become due and payable in full.

Notification of Availability for Payment

Agents

FINAL REDEMPTION, MANDATORY REDEMPTION, OPTIONAL REDEMPTION AND CANCELLATION

Final Redemption

Mandatory redemption

Prior to delivery of a Note Event of Default Notice or an Enforcement Notice, on each Interest Payment Date or Alternate Payment Date, unless previously redeemed in full and cancelled, each class of GBP Notes is subject to mandatory early redemption in part in an amount not exceeding the GBP Available Principal Receipts for such class of GBP Notes on such Interest Payment Date, Alternate Payment Date or other date as follows:

GBP Pro Rata Principal Receipts

the Class A GBP Notes in an amount to the proportion of GBP Pro Rata Principal Receipts being the quotient of the Senior Exposure for the relevant Purchased Security divided by the Purchase Price for such Purchased Security; and

the Class B GBP Notes in an amount to the remaining GBP Pro Rata Principal Receipts.

GBP Sequential Principal Receipts

the Class A GBP Notes pro rata until the Class A GBP Notes are redeemed in full;

if the Class A GBP Notes have been or will be redeemed in full on such day, an amount equal to the GBP Sequential Principal Receipts (reduced by any amount allocated to the Class A GBP Notes under sub-paragraph (A) above on such Interest Payment Date or Alternate Payment Date) will be converted into euros and U.S. dollars (in each case at the Cash Manager’s spot rate) and used to redeem the Class A EUR Notes and the Class A USD Notes until redeemed in full. The amounts to be converted into euros and U.S. dollars shall be calculated by the Cash Manager so that the amounts applied pursuant to this paragraph to redeem the Class A EUR Notes and the Class A USD Notes are in proportion to the Principal Amount Outstanding of the relevant class by reference to the aggregate Principal Amount Outstanding of the Class A EUR Notes and Class A USD Notes;

if the Class A Notes have been or will be redeemed in full on such Interest Payment Date or Alternate Payment Date, an amount equal to the GBP Sequential Principal Receipts (reduced by any amount allocated to the Class A Notes under sub-paragraphs (A) and (B) above on such Interest Payment Date or Alternate Payment Date) will be allocated to the Class B GBP Notes pro rata until the Class B GBP Notes are redeemed in full; and

if the Class B GBP Notes have been or will be redeemed in full on such Interest Payment Date or Alternate Payment Date, an amount equal to the GBP Sequential Principal Receipts (reduced by any amount allocated to the Class A GBP Notes, Class A Notes and Class B GBP Notes under sub-paragraphs (A) to (C) above (inclusive) on such Interest Payment Date or Alternate Payment Date) will be converted into euros and U.S. dollars (in each case at the Cash Manager’s spot rate) and used to redeem the Class B EUR Notes and the Class B USD Notes until redeemed in full. The amounts to be converted into euros and U.S. dollars shall be calculated by the Cash Manager so that the amounts applied pursuant to this paragraph to redeem the Class B EUR Notes and the Class B USD Notes are in proportion to the Principal Amount Outstanding of the relevant class by reference to the aggregate Principal Amount Outstanding of the Class B EUR Notes and Class B USD Notes; and

if the Class B Notes have been or will be redeemed in full on such Interest Payment Date or Alternate Payment Date, an amount equal to the GBP Sequential Principal Receipts (reduced by any amount allocated to the Class A Notes and Class B Notes

Prior to delivery of a Note Event of Default Notice or an Enforcement Notice, on each Interest Payment Date or Alternate Payment Date (as applicable), unless previously redeemed in full and cancelled, the Class A EUR Notes and the Class B EUR Notes are subject to mandatory early redemption in part in an amount not exceeding the EUR Available Principal Amounts for such Class A EUR Notes or Class B EUR Notes (as applicable) on such Interest Payment Date or Alternate Payment Date or other date as follows:

EUR Pro Rata Principal Receipts

the Class A EUR Notes in an amount to the proportion of EUR Pro Rata Principal Receipts being the quotient of the Senior Exposure for the relevant Purchased Security divided by the Purchase Price for such Purchased Security; and

the Class B EUR Notes in an amount to the remaining EUR Pro Rata Principal Receipts.

EUR Sequential Principal Receipts

the Class A EUR Notes pro rata until the Class A EUR Notes are redeemed in full;

if the Class A EUR Notes have been or will be redeemed in full on such day, an amount equal to the EUR Sequential Principal Receipts (reduced by any amount allocated to the Class A EUR Notes under sub-paragraph (A) above on such Interest Payment Date or Alternate Payment Date) will be converted into Sterling and U.S. dollars (in each case at the Cash Manager’s spot rate) and used to redeem the Class A GBP Notes and the Class A USD Notes until redeemed in full. The amounts to be converted into Sterling and U.S. dollars shall be calculated by the Cash Manager so that the amounts applied pursuant to this paragraph are distributed to redeem the Class A GBP Notes and the Class A USD Notes are in proportion to the Principal Amount Outstanding of the relevant class by reference to the aggregate Principal Amount Outstanding of the Class A GBP Notes and Class A USD Notes;

if the Class A Notes have been or will be redeemed in full on such Interest Payment Date or Alternate Payment Date an amount equal to the EUR Sequential Principal Receipts (reduced by any amount allocated to the Class A Notes under sub-paragraphs (A) and (B) above on such Interest Payment Date or Alternate Payment Date) will be allocated to the Class B EUR Notes pro rata until the Class B EUR Notes are redeemed in full; and

if the Class B EUR Notes have been or will be redeemed in full on such Interest Payment Date or Alternate Payment Date, an amount equal to the EUR Sequential Principal Receipts (reduced by any amount allocated to the Class A EUR Notes, Class A Notes and Class B EUR Notes under sub-paragraphs (A) to (C) above (inclusive) on such Interest Payment Date or Alternate Payment Date) will be converted into Sterling and U.S. dollars (in each case at the Cash Manager’s spot rate) and used to redeem the Class B GBP Notes and the Class B USD Notes until redeemed in full. The amounts to be converted into Sterling and U.S. dollars shall be calculated by the Cash Manager so that the amounts applied pursuant to this paragraph to redeem the Class B GBP Notes and the Class B USD Notes are in proportion to the Principal Amount Outstanding of the relevant class by reference to the aggregate Principal Amount Outstanding of the Class B GBP Notes and Class B USD Notes; and

if the Class B Notes have been or will be redeemed in full on such Interest Payment Date or Alternate Payment Date, an amount equal to the EUR Sequential Principal Receipts (reduced by any amount allocated to the Class A Notes and Class B Notes under sub-paragraphs (A) to (D) above (inclusive) 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.

Prior to the delivery of a Note Event of Default Notice or an Enforcement Notice, on each Interest Payment Date or Alternate Payment Date (as applicable), unless previously redeemed in full and cancelled, each class of USD Notes is subject to mandatory early redemption in part in an amount not exceeding the USD Available Principal Amounts for such class of USD Notes on such Interest Payment Date, Alternate Payment Date or other date as follows:

USD Pro Rata Principal Receipts

the Class A USD Notes in an amount to the proportion of USD Pro Rata Principal Receipts being the quotient of the Senior Exposure for the relevant Purchased Security divided by the Purchase Price for such Purchased Security; and

the Class B USD Notes in an amount to the remaining USD Pro Rata Principal Receipts.

USD Sequential Principal Receipts

the Class A USD Notes pro rata until the Class A USD Notes are redeemed in full;

if the Class A USD Notes have been or will be redeemed in full on such day, an amount equal to the USD Sequential Principal Receipts (reduced by any amount allocated to the Class A USD Notes under sub-paragraph (A) above on such Interest Payment Date or Alternate Payment Date) will be converted into Sterling and euro (in each case at the Cash Manager’s spot rate) and used to redeem the Class A GBP Notes and the Class A EUR Notes until redeemed in full. The amounts to convert into Sterling and euro shall be calculated by the Cash Manager so that the amounts applied pursuant to this paragraph to redeem the Class A GBP Notes and the Class A EUR Notes in proportion to the Principal Amount Outstanding of the relevant class by reference to the aggregate Principal Amount Outstanding of the Class A GBP Notes and Class A EUR Notes;

if the Class A Notes have been or will be redeemed in full on such Interest Payment Date or Alternate Payment Date, an amount equal to the USD Sequential Principal Receipts (reduced by any amount allocated to the Class A Notes under sub-paragraphs (A) and (B) above on such Interest Payment Date or Alternate Payment Date) will be allocated to the Class B USD Notes pro rata until the Class B USD Notes are redeemed in full; and

if the Class B USD Notes have been or will be redeemed in full on such Interest Payment Date or Alternate Payment Date, an amount equal to the USD Sequential Principal Receipts (reduced by any amount allocated to the Class A USD Notes, Class A Notes and Class B USD Notes under sub-paragraphs (A) to (C) above (inclusive) on such Interest Payment Date or Alternate Payment Date) will be converted into Sterling and euro (in each case at the Cash Manager’s spot rate) and used to redeem the Class B GBP Notes and the Class B EUR Notes until redeemed in full. The amounts to be converted into Sterling and euro shall be calculated by the Cash Manager so that the amounts applied pursuant to this paragraph to redeem the Class B GBP Notes and the Class B EUR Notes in proportion to the Principal Amount

if the Class B Notes have been or will be redeemed in full on such Interest Payment Date or Alternate Payment Date, an amount equal to the USD Sequential Principal Receipts (reduced by any amount allocated to the Class A Notes and Class B Notes under sub-paragraphs (A) to (D) above (inclusive) 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.

Notwithstanding the foregoing or any other provision of the Transaction Documents:

the Issuer shall not be obliged to redeem the Notes on an Alternate Payment Date unless the aggregate Available Principal Receipts due to be applied in accordance with this Condition 8.2 towards redemption of the Notes on such Alternate Payment Date is in an aggregate amount equal to or greater than equivalent of £2,500,000; and

the Class B Noteholder may deliver a Write-Down Notice to the Issuer, the Trustee, the Realisation Agent and the Seller pursuant to the terms of the Repurchase Agreement in the form set out under Schedule 7 (Form of Class B Noteholder Write-Down Notice). If the Class B Noteholder delivers a Write-Down Notice, the Issuer shall reduce (or procure the reduction of) the Principal Amount Outstanding of the Class B Notes by the amount specified in the Write-Down Notice on the Class B Set-Off Date specified in the Write-Down Notice.

Senior Exposure Reduction Rules

The Cash Manager shall maintain a record of all principal amounts paid to the holders of the Class A Notes attributable to each Purchased Security such that the Senior Exposure of such Purchased Security is reduced by the relevant principal amount. For the avoidance of doubt, the aggregate amount by which the Senior Exposures of all Purchased Securities is reduced by on any relevant Ledger shall at all times equal the aggregate principal amounts paid to the Class A Notes. On any Interest Payment Date or Alternate Payment Date on which Class A Notes are redeemed in part or in full, the Cash Manager shall record

firstly, by the amount of the Pro Rata Principal Receipts used to redeem the Class A Notes on such day in relation to a Purchased Security;

secondly, by the amount of the Sequential Sole Exposure Principal Receipts used to redeem to the Class A Notes on such day in relation to a Purchased Security;

third, by the proportion of the Sequential All Exposure Principal Receipts used to redeem the Class A Notes on such day in the currency of the Purchased Security, which shall be equal to the quotient of (a) the Senior Exposure of such Purchased Security (after giving effect to (i) and (ii) above, if applicable)) over (b) the aggregate of the Senior Exposures of all Purchased Securities denominated in the same currency (after giving effect to (i) and (ii) above, if applicable, in relation to all such Purchased Securities);

fourth, if any Sequential Sole Exposure Principal Receipts used to redeem the Class A Notes on such day in relation to the Purchased Securities, which are denominated in the same currency as such Purchased Security, are in excess of the Senior Exposure of the Purchased Securities to which the Sequential Sole Exposure Principal Receipts received by the Issuer are attributable, the Senior Exposure shall be reduced by the amount equal to the proportion of such excess being the quotient of (a) the Senior Exposure of such Purchased Security (after giving effect to (i), (ii) and (iii) above, if applicable)) over (b) the aggregate of the Senior Exposures of all Purchased Securities denominated in the same currency (after giving effect to (i), (ii) and (iii) above, if applicable, in relation to all such Purchased Securities);

fifth, if any Sequential Sole Exposure Principal Receipts paid to the Class A Notes on such day in relation to Purchased Securities, which are denominated in a different currency than such Purchased Security, are in excess of the aggregate of the Senior Exposure of the Purchased Securities in the currency of these Sequential Sole Exposure Principal Receipts, the Senior Exposure shall be reduced by the amount equal to the proportion of such excess being the quotient of the Senior Exposure of (a) such Purchased Security (after giving effect to (i), (ii), (iii) and (iv) above, if applicable)) over (b) the aggregate of the Senior Exposures of all other Purchased Securities (after giving effect to (i), (ii), (iii) and (iv) above, if applicable, in relation to all such Purchased Securities). Any conversion calculations required under this sub-paragraph shall be made by the Cash Manager using the relevant spot rate; and

sixth, if the Sequential All Exposure Principal Receipts paid to the Class A Notes on such day in relation to Purchased Securities, which are denominated in a different currency than such Purchased Security, are in excess of the aggregate of the Senior Exposure of the Purchased Securities in the currency of these Sequential All Exposure Principal

if the amounts described in (i) to (vi) above are in excess of the Senior Exposure of such Purchased Security, the resulting amounts as described in the relevant sub-paragraph shall be applied to reduce the Senior Exposure of the Purchased Security to zero and all remaining amounts shall be used to reduce the Senior Exposure of all other Purchased Securities as per (i) to (vi) above; and

the Senior Exposure of all Purchased Securities shall be recalculated under any given sub-paragraph above simultaneously and the calculations required under the immediately following sub-paragraph shall only be performed once the calculations of the preceding paragraph have been performed on all Purchased Securities.

Optional Redemption in whole for taxation reasons

after the date on which by virtue of a change in Tax law (or the application or official interpretation of such Tax law) the Issuer is (or the Paying Agent on behalf of the Issuer is) to make any payment in respect of the Notes and either the Issuer (or the Paying Agent on behalf of the Issuer) would be required to make a Tax Deduction in respect of such relevant payment; or

after the date on which by virtue of a change in Tax law (or the application or official interpretation of such Tax law) the Issuer would be subject to United Kingdom corporation tax or any other tax of a similar fiscal nature elsewhere in an accounting period on an amount which exceeds the aggregate Issuer Profit Amount retained during that accounting period;

no Enforcement Notice has been delivered by the Trustee;

the Issuer has given not more than 60 nor less than 30 days’ notice to the Trustee and the Noteholders in accordance with the Notices Condition of its intention to redeem all (but not some only) of the Notes in each class; and

prior to giving any such notice, the Issuer has provided to the Trustee:

a legal opinion (in form and substance satisfactory to the Trustee) from a firm of lawyers in the applicable jurisdiction (approved in writing by the Trustee), opining on the relevant change in Tax law; and

a certificate signed by two directors of the Issuer to the effect that the obligation to make a Tax Deduction cannot be avoided; and

a certificate signed by two directors of the Issuer to the effect that it will have the funds on the relevant Interest Payment Date, not subject to the interest of any other person, required to redeem the Notes pursuant to this Condition 8.4.5 and meet its payment obligations of a higher priority under the Pre-Default Interest Priority of Payments and the Pre-Default Principal Priority of Payments or if a Note Event of Default Notice has been issued, the Post-Default Priority of Payments.

Calculation of Principal Payment Amount and Principal Amount Outstanding

the aggregate (if any) Principal Payment Amount due in relation to each Class on the Interest Payment Date or Alternate Payment Date immediately succeeding such Calculation Date;

the Principal Payment Amount (if any) due on such Interest Payment Date or Alternate Payment Date in respect of each Note of each class;

the Principal Amount Outstanding of each Note of each class on the Interest Payment Date or Alternate Payment Date immediately succeeding such Calculation Date (after deducting any Principal Payment Amount due to be made on that Interest Payment Date or Alternate Payment Date in relation to such Note),

Calculations final and binding

Trustee to determine amounts in case of Issuer default

Conclusiveness of certificates and legal opinions

Notice irrevocable

Cancellation of redeemed Notes

LIMITED RECOURSE

If at any time following

the occurrence of either:

the Final Maturity Date or any earlier date upon which all of the Notes of each class are due and payable; or

the service of an Enforcement Notice; and

realisation of the Charged Property and application in full of any amounts available to pay amounts due and payable under the Notes in accordance with the applicable Priorities of Payments,

PAYMENTS

Principal and interest

Record date

Payments subject to fiscal laws

Partial Payments

Payments on Business Days

TAXATION

Payments free of Tax

No payment of additional amounts

Taxing Jurisdiction

Tax Deduction not Note Event of Default

EVENTS OF DEFAULT

Note Events of Default

Repo Event of Default: a Repo Event of Default occurs and is continuing under the Repurchase Agreement;

Non-payment: the Issuer fails to pay any amount of principal or interest in respect of the Most Senior Class of Notes within two days of the due date for payment of such principal or interest, provided that, for the avoidance of doubt, a deferral of interest in respect of a class of Notes (other than the Most Senior Class of Notes) in accordance with Condition 7.9 (Interest Deferral) shall not constitute a default in payment for the purpose of this Condition 12; or

Breach of material obligations: the Issuer defaults in the performance or observance of any of its material obligations under or in respect of the Most Senior Class of Notes or in respect of the Issuer Covenants, the Trust Deed, the

Insolvency Event: an Insolvency Event occurs in relation to the Issuer; or

Unlawfulness: it is or will become unlawful for the Issuer to perform or comply with any of its obligations under or in respect of the Notes or any of the Transaction Documents,

Delivery of an Enforcement Notice

if so requested in writing by the holders of at least 25 per cent. of the Principal Amount Outstanding of the Most Senior Class of Notes then outstanding; or

if so directed by an Extraordinary Resolution of the holders of the Most Senior Class of Notes then outstanding,

Conditions to delivery of an Enforcement Notice

in the case of the occurrence of any of the events mentioned in Condition 12.1.3 (Breach of material obligations), the Trustee shall have certified in writing that the happening of such event is in its opinion materially prejudicial to the interests of the holders of the Most Senior Class of Notes; and

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.

Consequences of delivery of an Enforcement Notice

ENFORCEMENT

Security Enforceable

upon the delivery of an Enforcement Notice, except where the Enforcement Notice has been delivered as a result of an Insolvency Event occurring solely as a result of the Issuer obtaining or taking steps to obtain a moratorium pursuant to section 1A of the Insolvency Act 1986; or

if any person who is entitled to do so presents an application for the appointment of an administrator of the Issuer, gives notice of intention to appoint an administrator of the Issuer or files such notice with the court.

Proceedings

so requested in writing by the holders of at least 25 per cent. of the Principal Amount Outstanding of the Most Senior Class of Notes then outstanding; or

so directed by an Extraordinary Resolution of the holders of the Most Senior Class of Notes then outstanding,

Action by the Trustee

to do so would not, in its opinion, be materially prejudicial to the interests of the Noteholders of the classes of Notes ranking senior to such other class; or

(if the Trustee is not of that opinion) such action is sanctioned by an Extraordinary Resolution of the Noteholders of the Notes ranking senior to such other class.

Third Party Rights

NO ACTION BY NOTEHOLDERS OR ANY OTHER SECURED CREDITOR

otherwise than as expressly permitted by these Conditions, to enforce the Security or take any proceedings against the Issuer to enforce the Security; or

to take or join any person in taking any steps against the Issuer for the purpose of obtaining payment of any amount due from the Issuer to such Noteholders or any other Secured Creditors; or

until the date falling two years after the Final Discharge Date, to initiate or join any person in initiating any Insolvency Proceedings in relation to the Issuer; or

to take or join in the taking of any steps or proceedings which would result in the Priorities of Payments not being observed.

MEETINGS OF NOTEHOLDERS

Convening

Separate and combined meetings

an Extraordinary Resolution which in the opinion of the Trustee affects the Notes of only one class shall be transacted at a separate meeting of the Noteholders of that class;

an Extraordinary Resolution which in the opinion of the Trustee affects the Noteholders of more than one class of Notes but does not give rise to an actual or potential conflict of interest between the Noteholders of one class of Notes and the holders of another class of Notes shall be transacted either at separate meetings of the Noteholders of each such class or at a single meeting of the Noteholders of all such classes of Notes, as the Trustee shall determine in its absolute discretion; and

an Extraordinary Resolution which, in the opinion of the Trustee, affects the Noteholders of more than one class and gives rise to any actual or potential conflict of interest between the Noteholders of one class of Notes and the Noteholders of any other class of Notes shall be transacted at separate meetings of the Noteholders of each such class.

Request from Noteholders

Quorum

an Extraordinary Resolution, other than regarding a Basic Terms Modification, relating to a meeting of a particular class or classes of the Notes will be one or more persons holding or representing 75 per cent. of the Principal Amount Outstanding of the outstanding Notes in that class or those classes or, at any adjourned meeting, one or more persons being or representing holders of not less than an aggregate of 25 per cent. of the Principal Amount Outstanding of the relevant class of Notes then outstanding; and

an Extraordinary Resolution relating to a Basic Terms Modification (which must be proposed separately to each class of Noteholders) will be one or more persons holding or representing in the 75 per cent. of the Principal Amount Outstanding of the outstanding Notes in the relevant class or, at any adjourned meeting, one or more persons being or representing holders of not less than an aggregate of 75 per cent. of the Principal Amount Outstanding of the relevant class of Notes then outstanding.

Relationship between classes

no Extraordinary Resolution involving a Basic Terms Modification that is passed by the holders of one 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 and the Residual Certificates;

no Extraordinary Resolution of any class of Noteholders to approve any matter other than a Basic Terms Modification 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 none of the holders of each of the other classes of Notes ranking senior to such class would be materially prejudiced by the absence of such sanction; and

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 or classes, whether or not present at such Meeting and whether or not voting and, except in the case of a meeting relating to a Basic Terms Modification, any resolution passed at a meeting of the holders of the Most Senior Class of Notes then outstanding duly convened shall also be binding upon the holders of all the other classes of Notes and the Residual Certificates.

Resolutions in writing

MODIFICATION AND WAIVER

Modification

Breach

authorise or waive, on such terms and subject to such conditions (if any) as it may decide, any proposed breach or breach of any of the covenants or provisions contained in the Trust Documents, the Conditions, the Notes, the Residual Certificates, the Residual Certificate Conditions or any other of the Transaction Documents; or

determine, on such terms and subject to such conditions (if any) as it may decide, that any Note Event of Default or Potential Note Event of Default shall not be treated as such for the purposes of the Trust Documents, the Conditions, the Notes, the Residual Certificates, the Residual Certificate Conditions or any of the other Transaction Documents.

Restriction on power to modify or waive

Notification

Binding Nature

PRESCRIPTION

Principal

Interest

REPLACEMENT OF NOTE CERTIFICATE

TRUSTEE AND AGENTS

Trustee’s right to Indemnity

Trustee not responsible for loss or for monitoring

Regard to classes of Noteholders

have regard to the interests of each class of Noteholders as a class and will not be responsible for any consequence for individual Noteholders as a result of such holders being domiciled or resident in, or otherwise connected in any way with, or subject to the jurisdiction of, a particular territory or taxing jurisdiction;

if there is a conflict of interest between the interests of the Most Senior Class of Notes and any other Class of Notes have regard only to the holders of the outstanding Notes of the Most Senior Class of Notes and will not have regard to any lower ranking class of Notes or Certificateholders; and

while the Notes are outstanding, not have regard to the interests of the other Secured Creditors except to ensure the application of the Issuer’s funds after the delivery of an Enforcement Notice in accordance with the Post-Default Priority of Payments.

Agents solely agents of Issuer

Initial Agents

SUBSTITUTION OF THE ISSUER

Substitution of the Issuer

Notice of Substitution of Issuer

Change of Law

No Indemnity

FURTHER NOTES

Right to issue Further Notes

Cancellation of right to issue Further Notes

NOTICES

Notice must be given in the manner provided hereunder.

Any notice or other communication under or in connection with these Conditions or the Transaction Documents (a “Notice”) shall be in writing, in the English language and shall be delivered personally or sent by pre-paid recorded delivery (and air mail if

In the absence of evidence of earlier receipt, a Notice shall be deemed to have been duly given:

if delivered personally, when left at the address referred to below;

if sent by mail other than air mail, two Business Days after posting it;

if sent by air mail, six Business Days after posting it;

if sent by fax, when confirmation of its transmission has been recorded on the sender’s fax machine; and

if sent by email, when a valid receipt of delivery or transmission is received by the sender.

Form of notices and addressees:

If to the Issuer:

If to the Noteholders:

PUBLICATION OF INFORMATION TO TISE

GOVERNING LAW AND JURISDICTION

Governing law

Jurisdiction

VOTING CERTIFICATES, BLOCK VOTING INSTRUCTIONS AND FORM OF PROXY

Issue of Block Voting Instructions

Issue of Form of Proxy

Expiry of Validity

Deemed Holder

Mutually Exclusive

VALIDITY OF BLOCK VOTING INSTRUCTIONS AND FORMS OF PROXY

RECORD DATE

CONVENING OF MEETING: MEETINGS OF COMBINED CLASSES OF NOTES

Convening of Meeting

The Issuer or the Trustee may convene a Meeting at any time. The Issuer or the Trustee shall be entitled to cancel any Meeting proposed in accordance with this Paragraph 4, provided that notice of such cancellation is provided no later than 24 hours before the time fixed for such Meeting.

The Trustee shall be obliged to convene a Meeting, subject to its being indemnified and/or secured and/or prefunded to its satisfaction, upon the request in writing of a class or classes of Noteholders holding not less than 10 per cent. of the aggregate Principal Amount Outstanding of the relevant classes or classes of Notes then outstanding.

Every Meeting shall be held on a date, and at a time and place, approved by the Trustee.

NOTICE

Notice period and notice details

Notice of proposed resolutions

CHAIRMAN

QUORUM

Quorum: The quorum at any initial meeting convened to vote on:

an Extraordinary Resolution, other than regarding a Basic Terms Modification, relating to a meeting of a particular class or classes of the Notes will be one or more persons holding or representing in the aggregate not less than 75 per cent. of the aggregate Principal Amount Outstanding of the outstanding Notes in that class or classes;

an Extraordinary Resolution relating to a Basic Terms Modification (which must be proposed separately to each class of Notes) will be one or more persons eligible to attend and vote such meeting holding or representing in the aggregate 75 per cent. of the aggregate Principal Amount Outstanding of the outstanding Notes in that class.

Quorum: The quorum at any adjourned meeting convened to vote on:

an Extraordinary Resolution, other than regarding a Basic Terms Modification, shall be one or more persons present and representing in the aggregate not less than 25 per cent. of the aggregate Principal Amount Outstanding of the relevant class or classes of Notes then outstanding;

an Extraordinary Resolution relating to a Basic Terms Modification shall be one or more persons eligible to attend and vote such meeting holding or representing in the aggregate not less than 75 per cent. of the aggregate Principal Amount Outstanding of each class of Notes then outstanding.

ADJOURNMENT FOR WANT OF QUORUM

in the case of a Meeting requested by Noteholders, it shall be dissolved; and

in the case of any other Meeting (unless the Issuer, the Trustee otherwise agree), it shall (subject to paragraphs (i) and (ii) below) be adjourned for such period (which shall be not less than 14 days and not more than 42 days) and to such place as the Chairman determines (with the approval of the Trustee), provided that:

the Meeting shall be dissolved if the Issuer and the Trustee together so decide; and

no Meeting may be adjourned more than once for want of a quorum.

ADJOURNED MEETING

NOTICE FOLLOWING ADJOURNMENT

10 days’ notice (exclusive of the day on which the notice is given and of the day on which the Meeting is to be resumed) shall be sufficient; and

the notice shall specifically set out the quorum requirements that will apply when the Meeting resumes.

PARTICIPATION

Voters;

representatives of the Issuer, the Paying Agent or the Trustee;

the financial advisers of the Issuer, the Paying Agent or the Trustee;

the legal counsel to the Issuer, the Paying Agent or the Trustee; and

any other person approved by the Meeting or the Trustee.

POLL

VOTES

Number

No obligation to exercise

VOTES BY PROXIES

Validity

Adjournment

POWERS

Power of a Meeting

Subject to Paragraph 16 (Extraordinary Resolution of Noteholders), a Meeting shall have the power (exercisable only by Extraordinary Resolution), without prejudice to any other powers conferred on it or any other person:

to sanction or to approve a Basic Terms Modification;

to sanction any compromise or arrangement proposed to be made between, among others, the Issuer or any other party to any Transaction Document;

to sanction any abrogation, modification, compromise or arrangement in respect of the rights of, among others, the Trustee or any other party to any Transaction Document against any other or others of them or against any of their property whether such rights arise under this Trust Deed, any other Transaction Document or otherwise;

to approve the substitution of any person for the Issuer as principal debtor and any change in law in accordance with Condition 20 (Substitution of the Issuer) or Clause 18 (Substitution) of the Trust Deed;

to assent to any modification of this Trust Deed or any other Transaction Document which is proposed by the Issuer or any other party to any Transaction Document or any Noteholder, other than those modifications which are sanctioned by the Trustee without the consent or sanction of the Noteholders in accordance with the terms of this Trust Deed;

to direct the Trustee to serve an Enforcement Notice in accordance with Condition 12 (Events of Default);

to remove the Trustee;

to approve the appointment of a new Trustee;

to approve the resignation of the Servicer and the appointment of a replacement Servicer in accordance with the terms of the Servicing and Realisation Agreement;

to authorise the Trustee and/or any Appointee to execute all documents and do all things necessary to give effect to any Extraordinary Resolution;

to discharge or exonerate the Trustee and/or any Appointee from any liability in respect of any act or omission for which it may become responsible under this Trust Deed or the Notes;

to make directions to the Trustee in connection with the breach of the Risk Retention Undertaking by the Retention Holder;

to appoint any persons as a committee to represent the interests of the Noteholders and to confer upon such committee any powers which the Noteholders could themselves exercise by Extraordinary Resolution;

other than pursuant to Clause 18 (Substitution) of the Trust Deed, to sanction any scheme or proposal for the exchange, sale, conversion or cancellation of the

to give any other authorisation or sanction which under the Trust Deed or any other Transaction Document is required to be given by Extraordinary Resolution.

Noteholders to bind Certificateholders and junior classes

EXTRAORDINARY RESOLUTION OF NOTEHOLDERS

EXTRAORDINARY RESOLUTION BINDS ALL HOLDERS

Binding Nature

Notice of Voting Results

MINUTES

WRITTEN RESOLUTION

SEPARATE AND COMBINED MEETINGS OF CLASSES OF NOTEHOLDERS

Subject to Paragraphs 16 (Extraordinary Resolution of Noteholders), and 17.1 (Binding Nature), the Trustee shall have certain discretions regarding the constitution of Meetings of Noteholders as set out below:

an Extraordinary Resolution which in the opinion of the Trustee affects the Notes of only one class shall be transacted at a separate Meeting of the Noteholders of that class;

an Extraordinary Resolution which in the opinion of the Trustee affects the Noteholders of more than one class of Notes but does not give rise to an actual or potential conflict of interest between the Noteholders of one class of Notes and the holders of another class of Notes shall be transacted either at separate Meetings of the Noteholders of each relevant class or at a single Meeting of the Noteholders of all such classes of Notes as the Trustee shall determine in its absolute discretion; and

an Extraordinary Resolution which in the opinion of the Trustee affects the Noteholders of more than one class and gives rise to any actual or potential conflict of interest between the Noteholders of one class of Notes and the Noteholders of any other class of Notes shall be transacted at separate Meetings of the Noteholders of each relevant class and the provisions of this Schedule 4 (Provisions for Meetings of Noteholders) shall apply mutatis mutandis thereto.

FURTHER REGULATIONS

GENERAL

The 100 residual certificates (the “Residual Certificates”) will be issued by ACRE DEBT 2 PLC (registered number 12635042) on or about the Closing Date.

The Issuer has agreed to issue the Residual Certificates subject to and with the benefit of the terms of the Trust Deed and the Agency Agreement. The security for the Residual Certificates is created pursuant to, and on the terms set out in, the Deed of Charge.

The Agency Agreement records certain arrangements in relation to the payment of interest and principal in respect of the Residual Certificates.

Certain provisions of these Residual Certificate Conditions are summaries of the Trust Documents and the Agency Agreement and are subject to their detailed provisions.

The Certificateholders are bound by the terms of the Trust Documents and are deemed to have notice of all the provisions of the Transaction Documents.

Copies of the Trust Deed, the Deed of Charge, the Agency Agreement, the Restricted Transferee List, the Incorporated Terms Memorandum and the Memorandum and Articles of Association of each of the Issuer and Holdings are available for inspection by Certificateholders on reasonable notice during normal business hours at the Specified Office for the time being of the Paying Agent.

DEFINITIONS

Definitions

Interpretation

FORM, DENOMINATION AND TITLE

Form and Denomination

Title

Title to the Residual Certificates shall pass by registration in the Register.

The Issuer shall procure that the Registrar maintains the Register in accordance with the terms of the Agency Agreement.

Register

Transfers

Subject to Residual Conditions 3.7 (Closed periods) and 3.8 (Regulations concerning transfers and registration) below, a Residual Certificate may be transferred by delivery of a completed transfer form to the Specified Office of the Registrar or the Paying Agent, together with such evidence of the authority of the individuals who have executed the form of transfer.

The Residual Certificates shall not be transferred in part or separately from the Class B Notes. However, all of the Residual Certificates and all of the Class B Notes, together may be transferred to a single transferee.

Registration and delivery of Residual Certificates

No charge

Closed periods

Regulations concerning transfers and registration

STATUS AND RANKING

Status

Ranking

Sole Obligations

Priority of Residual Payments

Payment Priorities

SECURITY

Security

The Residual Certificates are secured by the Security.

The Security over the relevant assets will be released in the following circumstances:

over all amounts which the Cash Manager, on behalf of the Issuer and the Trustee (if applicable), is permitted to withdraw from the relevant Issuer Account(s), in accordance with the Deed of Charge, any such release to take effect immediately upon the relevant withdrawal being made; or

over an Underlying Asset and any security pertaining to it are sold by the Realisation Agent or Servicer (as applicable) pursuant to the Servicing and Realisation Agreement and the Deed of Charge.

Enforceability

ISSUER COVENANTS

LIMITED RECOURSE

If at any time following

the occurrence of either:

the Final Maturity Date or any earlier date upon which all of the Residual Certificates are due and payable; or

the service of an Enforcement Notice; and

realisation of the Charged Property and application in full of any amounts available to pay amounts due and payable under the Residual Certificates in accordance with the applicable Priorities of Payments,

RESIDUAL PAYMENTS

Residual Payments

Record date

Payments subject to fiscal laws

Payments on Business Days

Termination of Payments

TAXATION

Payments free of Tax

No payment of additional amounts

Taxing Jurisdiction

Tax Deduction not Residual Certificate Event of Default

EVENTS OF DEFAULT

Residual Certificate Events of Default

Non-payment: the Issuer fails to pay any amount due in respect of the Residual Certificates within two days of the due date for payment of such amount; or

Breach of material obligations: the Issuer defaults in the performance or observance of any of its material obligations under or in respect of the Residual Certificates or in respect of the Issuer Covenants, the Trust Deed, the Deed of Charge of any of the other Transaction Documents and such default (a) is, in the opinion of the Trustee, incapable of remedy or (b) is, in the opinion of the Trustee, capable of remedy but remains unremedied for 30 days or such longer period as the Trustee may agree after the Trustee has given written notice of such default to the Issuer; or

Insolvency Event: an Insolvency Event occurs in relation to the Issuer; or

Unlawfulness: it is or will become unlawful for the Issuer to perform or comply with any of its obligations under or in respect of the Residual Certificates or any of the Transaction Documents.

Delivery of an Enforcement Notice

if so requested in writing by the Certificateholders; or

if so directed by an Extraordinary Resolution of the Certificateholders,

Conditions to delivery of an Enforcement Notice

in the case of the occurrence of any of the events mentioned in Residual Certificate Condition 12.1.3 (Breach of material obligations), the Trustee shall have certified in writing that the happening of such event is in its opinion materially prejudicial to the interests of the Certificateholders; and

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.

Consequences of delivery of an Enforcement Notice

ENFORCEMENT

Security Enforceable

upon the delivery of an Enforcement Notice, except where the Enforcement Notice has been delivered as a result of an Insolvency Event occurring solely as a result of the Issuer obtaining or taking steps to obtain a moratorium pursuant to section 1A of the Insolvency Act 1986; or

if any person who is entitled to do so presents an application for the appointment of an administrator of the Issuer, gives notice of intention to appoint an administrator of the Issuer or files such notice with the court.

Proceedings

so requested in writing by the holders of at least 25 per cent. of the Principal Amount Outstanding of the Most Senior Class of Notes then outstanding (or, if there are no Notes outstanding) so requested in writing by the holders of at least 25 per cent. of the Residual Certificates in number; or

so directed by an Extraordinary Resolution of the holders of the Most Senior Class of Notes then outstanding (or there are no Notes outstanding) so directed by an Extraordinary Resolution of the Certificateholders;

Action by the Trustee

Third Party Rights

NO ACTION BY CERTIFICATEHOLDERS OR ANY OTHER SECURED CREDITOR

otherwise than as expressly permitted by these Residual Certificate Conditions, to enforce the Security or take any proceedings against the Issuer to enforce the Security; or

to take or join any person in taking any steps against the Issuer for the purpose of obtaining payment of any amount due from the Issuer to such Noteholders or any other Secured Creditors; or

until the date falling two years after the Final Discharge Date, to initiate or join any person in initiating any Insolvency Proceedings in relation to the Issuer; or

to take or join in the taking of any steps or proceedings which would result in the Priorities of Payments not being observed.

MEETINGS OF CERTIFICATEHOLDERS

Convening

Separate and combined meetings

Request from Certificateholders

Quorum

an Extraordinary Resolution, other than regarding a Basic Terms Modification, relating to a meeting will be one or more persons holding or representing not less than 50 per cent. of the outstanding Residual Certificates by number then in issue or, at any adjourned meeting, one or more persons being or representing holders of the outstanding Residual Certificates then in issue, whatever the number held; and

an Extraordinary Resolution relating to a Basic Terms Modification will be one or more persons holding or representing in the aggregate not less than 75 per cent. of the outstanding Residual Certificates by number then in issue or, at any adjourned meeting, two or more persons holding or representing not less than in the aggregate 75 per cent. of the outstanding Residual Certificates then in issue.

Resolutions in writing

Relationship with Notes

MODIFICATION AND WAIVER

Modification

Breach

authorise or waive, on such terms and subject to such conditions (if any) as it may decide, any proposed breach or breach of any of the covenants or provisions contained in the Trust Documents, the Conditions, the Notes, the Residual Certificates, the Residual Certificate Conditions or any other of the Transaction Documents; or

determine, on such terms and subject to such conditions (if any) as it may decide, that any Note Event of Default or Potential Note Event of Default shall not be treated as such for the purposes of the Trust Documents, the Conditions, the Notes, the Residual Certificates, the Residual Certificate Conditions or any of the other Transaction Documents.

Restriction on power to modify or waive

Notification

Binding Nature

PRESCRIPTION

Principal

Replacement of Residual Certificates

TRUSTEE AND AGENTS

Trustee’s right to Indemnity

Trustee not responsible for loss or for monitoring

Regard to the Certificateholders

have regard to the interests of the Certificateholders as a class only and will not be responsible for any consequence for individual Certificateholders as a result of such holders being domiciled or resident in, or otherwise connected in any way with, or subject to the jurisdiction of, a particular territory or taxing jurisdiction; and