Incorporated Terms Memorandum, dated June 30, 2020, by and among the Issuer, ACREFI B, LLC, ACREFI BN, LLC, the Trustee, Barclays Bank plc, and the other parties identified therein

CONTENTS

SCHEDULE 1

MASTER DEFINITIONS SCHEDULE

Except where the context otherwise requires, the following defined terms used in the Transaction Documents have the meanings set out below (as the same may be amended and supplemented from time to time):

“Account Bank” means Elavon Financial Services DAC, UK Branch or any other bank as the account bank with which an Issuer Account is maintained as nominated in accordance with the terms of the Account Bank Agreement;

“Account Bank Agreement” means the agreement so named dated on or about the Closing Date between the Issuer, the Seller, the Cash Manager, the Account Bank and the Trustee;

“Account Bank Minimum Rating” means:

or a comparable rating from an internationally recognised credit rating agency (each, the “Account Bank Minimum Rating” and together, the “Account Bank Minimum Ratings”).

“Account Details” means the details of each of the Issuer Accounts set out in Schedule 9 (Account Details) of this Incorporated Terms Memorandum;

“Accounting Reference Date” means, in each year in respect of the Issuer, 31 May.

“Accounts Final Delivery Date” means, in respect of the Issuer, the date which is 180 days after its Accounting Reference Date;

“Additional Account” means each additional Issuer Account which may be opened by the Issuer pursuant to clause 18 (Additional Accounts) of the Account Bank Agreement or any additional or replacement accounts that the Issuer may from time to time open with the consent of the Trustee (including, if applicable, any securities accounts);

“Additional Ledger” means each additional ledger which may be established by the Cash Manager on any Issuer Account pursuant to the terms of the Cash Management Agreement;

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

“Agency Agreement” means the agreement so named dated on or about the Closing Date between the Issuer, the Agents, the Trustee;

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“Agents” means the Note Calculation Agent, the Paying Agent and the Registrar and “Agent” means any one of them;

“Alternate Payment Date” means any Business Day on which the Purchase Price of a Purchased Security is reduced pursuant to paragraphs 2.8(g), 2.10(d), 2.19(d) and 2.20(i) of the Repurchase Agreement, provided that the Issuer (or the Servicer on its behalf) has provided the Cash Manager, the Trustee, the Agents and where applicable the Servicer, at least 3 Business Days’ notice of its intention to so redeem the Notes;

“Amortisation Amount” has the meaning ascribed to it in the Repurchase Agreement;

“Amortisation Ratio Threshold” has the meaning ascribed to it in the Repurchase Agreement. “Amortisation Ratio Threshold Event” has the meaning ascribed to it in the Repurchase Agreement.

“Ancillary Rights” means in relation to a Right, all ancillary rights, accretions and supplements to such Right, including any guarantees or indemnities in respect of such Right;

“Applicable Law” means any law or regulation including, but not limited to:

“Appointee” means any delegate, agent, nominee, custodian, attorney or manager appointed by the Trustee pursuant to the provisions of the Trust Documents and the other Transaction Documents;

“Asset Realisation Proceeds” means the sum of any and all realisation proceeds resulting from the realisation (sale or other disposal) of each Underlying Asset (including, for the avoidance of doubt, the Guarantee and any other Ancillary Rights) less any realisation costs incurred in connection with such realisation.

“Assigned Rights” means the Benefit of the Financial Assets and the Underlying Finance Documents assigned or to be assigned to the Issuer by the Seller pursuant to the terms of the Repurchase Agreement;

“Authorised Representative” means a person named in schedule 10 (Authorised Representatives) to the Account Bank Agreement, as amended pursuant to clause 5.12 (Payment mechanics) of the Account Bank Agreement;

“Authorised Signatory” means, in relation to any Transaction Party, any person who is duly authorised and in respect of whom a certificate has been provided signed by a director or another duly authorised person of such Transaction Party setting out the name and signature of such person and confirming such person’s authority to act;

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“Available Interest Amounts” means, for each Interest Payment Date, an amount equal to the aggregate of (without double-counting):

“Available Principal Receipts” means payments received by the Issuer representing Sequential Principal Receipts or Pro Rata Principal Receipts, appearing in the record of the Pro Rata Principal Receipts and Sequential Principal Receipts attributable to a Purchased Security as maintained by the Cash Manager in accordance with the Cash Management Agreement;

“Basic Terms Modification” means each of:

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“Benchmark Rate” means, for each Interest Period, the rate determined by the Servicer or the Realisation Agent (as applicable) as follows:

provided that if the Purchase Price for any Purchased Security is reduced during an Interest Period in accordance with the terms of the Repurchase Agreement:

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For the avoidance of doubt, re-calculation of the Benchmark Rate on an Alternate Payment Date shall occur immediately after reduction in the Purchase Price for the relevant Purchased Security and redemption of the relevant Notes.

“Benefit” in respect of any asset, agreement, property or right (each a “Right” for the purpose of this definition) held, assigned, conveyed, transferred, charged, sold or disposed of by any person shall be construed so as to include:

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“Block Voting Instruction” means, in relation to any Meeting, a document in the English language issued by the Paying Agent:

“Breach of Duty” means in relation to any person (other than the Trustee, the Account Bank, the Cash Manager and the Agents), a wilful default, fraud, illegal dealing, negligence or material breach of any agreement or breach of trust by such person and in relation to the Trustee, the Account Bank, the Cash Manager and each Agent means a wilful default, fraud or gross negligence by the Trustee, the Account Bank, the Cash Manager or the relevant Agent (as the case may be);

“Business Day has the meaning given to it in the Repurchase Agreement;

“Calculation Date” means:

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“Calculation Period” means each period from (but excluding) a Calculation Date (or in respect of the first Calculation Period, from and including the Closing Date to (and including) the next (or first) Calculation Date and, in relation to an Interest Payment Date, the “related Calculation Period” means, unless the context otherwise requires, the Calculation Period ending immediately before such Interest Payment Date;

“Call-back Contacts” has the meaning given to it in clause 5.13.2 of the Issuer Account Bank Agreement;

“Cash Management Agreement” means the agreement so named dated on or about the Closing Date between the Issuer, the Cash Manager, the Seller and the Trustee;

“Cash Manager” means U.S. Bank Global Corporate Trust Limited and/or any Replacement Cash Manager appointed in accordance with the terms of the Cash Management Agreement from time to time;

“Cash Manager Records” means the original and/or any copies of all documents and records, in whatever form or medium, relating to the Cash Manager Services including all computer tapes, files and discs relating to the Cash Manager Services;

“Cash Manager Services” means those services which the Cash Manager has agreed to perform pursuant to the Cash Management Agreement (including, without limitation, schedules to the Cash Management Agreement and in particular schedule 1 (Cash Manager Services) to the Cash Management Agreement);

“Cash Manager Termination Date” means the latest to occur of the date specified in a Cash Manager Termination Notice or in a notice delivered pursuant to clause 19.1 (Termination by notice) of the Cash Management Agreement or determined in accordance with clause 19.2 (Agreement to terminate on appointment of Replacement Cash Manager) of the Cash Management Agreement;

“Cash Manager Termination Event” means any of the events described in clause 17 (Cash Manager Termination Events) of the Cash Management Agreement;

“Cash Manager Termination Notice” means a notice to the Cash Manager from the Issuer or, as applicable, the Trustee delivered in accordance with the terms of clause 17 (Cash Manager Termination Events) of the Cash Management Agreement;

“Cash Manager Warranties” has the meaning given to it in clause 8.1 (Cash Manager Representations and Warranties) of the Cash Management Agreement;

“Cash Manager Website” means the website of https://pivot.usbank.com (or such other website as may be available for such purpose and notified by the Cash Manager to the Transaction Parties);

“Cash Margin Accounts” means the EUR Cash Margin Account, the GBP Cash Margin Account and the USD Cash Margin Account;

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“Cash Margin Account Mandates” means the EUR Cash Margin Account Mandate, the GBP Cash Margin Account Mandate and the USD Cash Margin Account Mandate;

“Cash Margin Ledger” means the ledger so named opened in the books of the Issuer by the Cash Manager in accordance with part 2 (Operation of Ledgers) schedule 1 (Maintenance and Operation of Ledgers) of the Cash Management Agreement which records the receipt and distribution of Margin Threshold Rectification Amounts and Default Exposure Threshold Rectification Amount;

“Certificateholders” means the persons who for the time being are registered in the Register as the holders of the Residual Certificates;

“Chairman” means, in relation to any Meeting, the individual who takes the chair in accordance with paragraph 6 (Chairman) of schedule 4 (Provisions for Meetings of Noteholders) of the Trust Deed;

“Charged Accounts” means the Issuer Accounts and any bank or other account in which the Issuer may at any time acquire a Benefit and over which the Issuer has created an Encumbrance in favour of the Trustee pursuant to the Deed of Charge;

“Charged Property” means all the property of the Issuer which is subject to the Security;

“Class A EUR Further Notes” means any Class A EUR Notes issued on any Interest Payment Date, such notes being consolidated, and forming a single series, with the Class A EUR Initial Notes;

“Class A EUR Initial Notes” means the €122,493,843.06 Class A EUR Asset Backed Floating Rate Notes due 2025 issued or due to be issued by the Issuer on the Closing Date or, as the case may be, a specific number thereof;

“Class A EUR Noteholders” means the persons who for the time being are the registered holders of the Class A EUR Notes;

“Class A EUR Notes” means the Class A EUR Initial Notes and any Class A EUR Further Notes;

“Class A EUR Prepayment Fee Amount” means, on any Interest Payment Date or Alternate Payment Date that the Class A Notes are redeemed pursuant to Condition 8 (Final Redemption, Mandatory Redemption, Optional Redemption and Cancellation) as a result of an early repurchase of EUR Purchased Securities where an Exit Fee is received by the Issuer under the Repurchase Agreement, an amount equal to 100 per cent. of the Exit Fee received by the Issuer;

“Class A EUR Principal Payment Amount” means, in respect of any Interest Payment Date or Alternate Payment Date, the lesser of:

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allocated to the Class A EUR Notes in accordance with the EUR Pre-Default Principal Allocation Rules on such Interest Payment Date or Alternate Payment Date;

“Class A Further Notes” means the Class A EUR Further Notes, the Class A GBP Further Notes and the Class A USD Notes;

“Class A GBP Further Notes” means any Class A GBP Notes issued on any Interest Payment Date, such notes being consolidated, and forming a single series, with the Class A GBP Initial Notes;

“Class A GBP Initial Notes” means the £519,632,743.56 Class A GBP Asset Backed Floating Rate Notes due 2025 issued or due to be issued by the Issuer on the Closing Date or, as the case may be, a specific number thereof;

“Class A GBP Noteholders” means the persons who for the time being are the registered holders of the Class A GBP Notes;

“Class A GBP Notes” means the Class A GBP Initial Notes and any Class A GBP Further Notes;

“Class A GBP Prepayment Fee Amount” means, on any Interest Payment Date or Alternate Payment Date that the Class A Notes are redeemed pursuant to Condition 8 (Final Redemption, Mandatory Redemption, Optional Redemption and Cancellation) as a result of an early repurchase of GBP Purchased Securities where an Exit Fee is received by the Issuer under the Repurchase Agreement, an amount equal to 100 per cent. of the Exit Fee received by the Issuer;

“Class A GBP Principal Payment Amount” means, in respect of any Interest Payment Date or Alternate Payment Date, the lesser of:

allocated to the Class A GBP Notes in accordance with the GBP Pre- Default Principal Allocation Rules on such Interest Payment Date or Alternate Payment Date;

“Class A Initial Notes” means the Class A EUR Initial Notes and the Class A GBP Initial Notes;

“Class A Noteholders” means the persons who for the time being are holders of the Class A Notes;

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“Class A Notes” means the Class A EUR Notes, the Class A GBP Notes and the Class A USD Notes;

“Class A Prepayment Fee Amount” means the Class A EUR Prepayment Fee Amount, the Class A GBP Prepayment Fee Amount and the Class A USD Prepayment Fee Amount;

“Class A Principal Payment Amount” means the Class A EUR Principal Payment Amount, the Class A GBP Principal Payment Amount and the Class A USD Principal Payment Amount;

“Class A USD Noteholders” means the persons who for the time being are the registered holders of the Class A USD Notes;

“Class A USD Notes” means any Class A USD Asset Backed Floating Rate Notes due 2025 issued on any Interest Payment Date;

“Class A USD Prepayment Fee Amount” means, on any Interest Payment Date or Alternate Payment Date that the Class A Notes are redeemed pursuant to condition 8 (Final Redemption, Mandatory Redemption, Optional Redemption and Cancellation) as a result of an early repurchase of USD Purchased Securities where an Exit Fee is received by the Issuer under the Repurchase Agreement, an amount equal to 100 per cent. of the Exit Fee received by the Issuer;

“Class A USD Principal Payment Amount” means, in respect of any Interest Payment Date or Alternate Payment Date, the lesser of:

allocated to the Class A USD Notes in accordance with the USD Pre-Default Principal Allocation Rules on such Interest Payment Date or Alternate Payment Date;

“Class B EUR Further Notes” means any Class B EUR Notes issued on any Interest Payment Date, such notes being consolidated, and forming a single series, with the Class B EUR Initial Notes;

“Class B EUR Initial Notes” means the €83,720,557.94 Class B EUR Asset Backed Floating Rate Notes due 2025 issued or due to be issued by the Issuer on the Closing Date or, as the case may be, a specific number thereof;

“Class B EUR Noteholders” means the persons who for the time being are the registered holders of the Class B EUR Notes;

“Class B EUR Notes” means the Class B EUR Initial Notes and any Class B EUR Further Notes;

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“Class B EUR Principal Payment Amount” means, in respect of any Interest Payment Date or Alternate Payment Date, the lesser of:

allocated to the Class B EUR Notes in accordance with the EUR Pre-Default Principal Allocation Rules on such Interest Payment Date or Alternate Payment Date;

“Class B Further Notes” means the Class B EUR Further Notes, the Class B GBP Further Notes and the Class B USD Notes;

“Class B GBP Further Notes” means any Class B GBP Notes issued on any Interest Payment Date, such notes being consolidated, and forming a single series, with the Class B GBP Initial Notes;

“Class B GBP Initial Notes” means the £174,149,194.44 Class B GBP Asset Backed Floating Rate Notes due 2025 issued or due to be issued by the Issuer on the Closing Date or, as the case may be, a specific number thereof;

“Class B GBP Noteholders” means the persons who for the time being are the registered holders of the Class B GBP Notes;

“Class B GBP Notes” means the Class B GBP Initial Notes and any Class B GBP Further Notes;

“Class B GBP Principal Payment Amount” means, in respect of any Interest Payment Date or Alternate Payment Date, the lesser of:

allocated to the Class B GBP Notes in accordance with the GBP Pre-Default Principal Allocation Rules on such Interest Payment Date or Alternate Payment Date.

“Class B Initial Notes” means the Class B EUR Initial Notes and the Class B GBP Initial Notes;

“Class B Noteholders” means the persons who for the time being are holders of the Class B Notes;

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“Class B Notes” means the Class B EUR Notes, the Class B GBP Notes and the Class B USD Notes;

“Class B Principal Payment Amount” means the Class B EUR Principal Payment Amount, the Class B GBP Principal Payment Amount and the Class B USD Principal Payment Amount;

“Class B Set-Off Date” means, in relation to a Write-Down Notice:

“Class B USD Noteholders” means the persons who for the time being are the registered holders of the Class B USD Notes;

“Class B USD Notes” means any Class B USD Asset Backed Floating Rate Notes due 2025 which may be issued by the Issuer on any Interest Payment Date;

“Class B USD Principal Payment Amount” means, in respect of any Interest Payment Date, the lesser of:

allocated to the Class B USD Notes in accordance with the USD Pre-Default Principal Allocation Rules on such Interest Payment Date;

“Clearing House Automated Payment System” or “CHAPS” means transfers by way of the Clearing House Automated Payment System or such other system as may replace it;

“Client Money Rules” means the FCA Rules in relation to client money from time to time;

“Client Money Distribution and Transfer Rules” means the FCA Rules in relation to the distribution and transfer of client money from time to time;

“Closing Date” means 30 June 2020;

“Common Terms” means the provisions set out in Schedule 2 (Common Terms) of this Incorporated Terms Memorandum;

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“Companies Acts” has the meaning given to it in Section 2 of the Companies Act 2006;

“Conditions” means:

as any of the same may from time to time be modified in accordance with the Trust Deed and any reference to a particular numbered Condition shall be construed in relation to the Initial Notes accordingly and any reference to a particular numbered Condition in relation to any Further Notes shall be construed as a reference to the provision (if any) in the Conditions of such Further Notes which corresponds to the particular numbered Condition of the Initial Notes;

“Confirmation” shall have the meaning ascribed to it in the Repurchase Agreement

“Corporate Services Agreement” means the agreement so named dated on or about the Closing Date between the Corporate Services Provider, the Issuer and the Trustee;

“Corporate Services Provider” means TMF Global Services (UK) Limited;

“Covenant to Pay” means the covenants of the Issuer in respect of the Notes and Residual Certificates contained in clause 6 (Covenant to Repay Principal) and clause 7 (Covenant to Pay Interest and Residual Payments) of the Trust Deed and, in respect of the Secured Amounts, contained in clause 3 (Issuer’s Undertaking to Pay) of the Deed of Charge and the corresponding covenants contained in any supplemental or further trust deeds executed in connection with the issue of any Further Notes;

“Cure Payment” has the meaning given to such term in paragraph 8.2.2(b) of Part 2 (Operation of Ledgers) of Schedule 1 (Cash Manager Services) of the Cash Management Agreement;

“Cut-Off Date” means the day falling 3 Business Days prior to the relevant Interest Payment Date or Alternate Payment Date;

“Data Protection Legislation” means the GDPR, the Data Protection Act 2018 and all other applicable data protection and data privacy laws and regulations;

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“Day Count Fraction” means in relation to any Interest Period, the quotient of:

where (a) is the numerator and (b) is the denominator;

“Deed of Charge” means the deed so named dated on or about the Closing Date between the Issuer and the Trustee;

“Default Bid Process” has the meaning given to such term in the Servicing and Realisation Agreement;

“Default Exposure Threshold” has the meaning ascribed to it in the Repurchase Agreement;

“Default Exposure Threshold Event” has the meaning ascribed to it in the Repurchase Agreement;

“Default Exposure Threshold Rectification Amount” has the meaning ascribed to it in the Repurchase Agreement;

“Dispute” means a dispute arising out of or in connection with any Transaction Document (including a dispute regarding the existence, validity or termination of any Transaction Document;

“Draft ESMA Disclosure RTS” has the meaning given to it in clause 12.2.1(a) of the Servicing and Realisation Agreement;

“Encumbrance” means:

“Enforcement Notice” means a notice delivered by the Trustee to the Issuer in accordance with Condition 13 (Events of Default) which declares the Notes to be immediately due and payable;

“Enforcement Procedures” means the exercise of rights and remedies against an Underlying Obligor in respect of such Underlying Obligor’s obligations arising from any Financial Asset in respect of which such Underlying Obligor is in default;

“Equivalent Securities” has the meaning given to it in the Repurchase Agreement;

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“ESMA” means the European Securities and Markets Authority;

“EUR Available Principal Receipts” means, for each Interest Payment Date, an amount equal to the aggregate of:

“EUR Cash Margin Account” means the account so named specified in the Account Details or such other account or accounts as may, with the prior written consent of the Trustee, be designated by the Issuer as such account;

“EUR Cash Margin Account Mandate” means the resolutions, instructions and signature authorities relating to the EUR Cash Margin Account in the form of the document set out in schedule 4 (EUR Cash Margin Account Mandate) of the Account Bank Agreement;

“EUR Cash Margin Account Payment Amount” means all amounts for the time being deposited and held in the EUR Cash Margin Account, including all interest accrued thereon and credited to the EUR Cash Margin Account from time to time;

“EUR Income Account” means the account so named specified in the Account Details or such other account or accounts as may, with the prior written consent of the Trustee, be designated by the Issuer as such account;

“EUR Income Account Mandate” means the resolutions, instructions and signature authorities relating to the EUR Income Account in the form of the document set out in schedule 7 (EUR Income Account Mandate) of the Account Bank Agreement;

“EUR Income Account Payment Amount” means all amounts for the time being deposited and held in the EUR Income Account, including all interest accrued thereon and credited to the EUR Income Account from time to time;

“EUR Notes” means the Class A EUR Notes and the Class B EUR Notes;

“EUR Pre-Default Principal Allocation Rules” has the meaning given to it in Condition 8.2.2;

“EUR Pro Rata Principal Receipts” means, for each Interest Payment Date or Alternate Payment Date, an amount equal to the aggregate of the following amounts received by the Issuer under the Repurchase Agreement to be applied in accordance with the EUR Pre-Default Principal Allocation Rules:

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“EUR Purchased Securities” means:

“EUR Sequential All Exposure Principal Receipts” means:

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“EUR Sequential Principal Receipts” means EUR Sequential All Exposure Principal Receipts and EUR Sequential Sole Exposure Principal Receipts appearing in the record of the EUR Sequential Principal Receipts attributable to a Purchased Security, which shall be equal to the EUR Sequential Sole Exposure Principal Receipts of such Purchased Security, as maintained by the Cash Manager in accordance with the Cash Management Agreement;

“EUR Sequential Sole Exposure Principal Receipts” means the following amounts received by the Issuer under the Repurchase Agreement:

where in relation to each of the above, a record of the EUR Sequential Sole Exposure Principal Receipts paid to the Class A Noteholders in relation to a Purchased Security will be kept by the Cash Manager so that the Senior Exposure of that Purchased Security can be updated accordingly in the Cash Management Agreement;

“EUR Transaction Account” means the account so named specified in the Account Details or such other account or accounts as may, with the prior written consent of the Trustee, be designated by the Issuer as such account;

“EUR Transaction Account Mandate” means the resolutions, instructions and signature authorities relating to the EUR Transaction Account in the form of the document set out in schedule 1 (EUR Transaction Account Mandate) of the Account Bank Agreement;

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“EUR Transaction Account Payment Amount” means all amounts for the time being deposited and held in the EUR Transaction Account, including all interest accrued thereon and credited to the EUR Transaction Account from time to time;

“Execution Policy” means the execution policy of Elavon Financial Services D.A.C., UK Branch in its capacity as Account Bank as provided to the Issuer from time to time;

“Exit Fee” shall have the meaning ascribed to it in the Repurchase Agreement;

“Extraordinary Resolution” means:

“Fallback Bid Process” has the meaning given to such term in the Servicing and Realisation Agreement;

“FATCA” means:

“FATCA Compliant Entity” means a person payments to whom are not subject to FATCA withholding;

“FCA” means United Kingdom Financial Conduct Authority or any successor entity that assumes its relevant functions;

“FCA Rules” means the rules established by the FCA in the FCA’s Handbook of rules and guidance from time to time;

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“Final Discharge Date” means the date on which the Trustee notifies the Issuer and the Secured Creditors that it is satisfied that all the Secured Amounts and/or all other moneys and other Liabilities due or owing by the Issuer in connection with the Instruments have been paid or discharged in full;

“Final Maturity Date” means the Interest Payment Date falling in August 2025;

“Financial Asset” means each of the Purchased Securities and the Margin Securities sold or to be sold to the Issuer on the Closing Date (and at any time thereafter pursuant to the Repurchase Agreement) but excluding (for the avoidance of doubt) a Financial Asset which is repurchased by the Seller pursuant to the Repurchase Agreement and no longer beneficially owned by the Issuer;

“Financial Statements” means, in respect of any person, audited financial statements of such person for a specified period (including, a balance sheet, profit and loss account (or other form of income statement) and statement of cash flow);

“First Interest Payment Date” means 22 August 2020;

“Fitch” means Fitch Ratings Limited or any successor to its credit rating business;

“Floating Charge” means the floating charge created by clause 5 (Creation of Floating Charge) of the Deed of Charge;

“Force Majeure Event” means an event beyond the reasonable control of the person affected including strike, lock out, labour dispute, act of God, war, riot, civil commotion, epidemics, malicious damage, accident, breakdown of plant or machinery, computer software, hardware or system failure, electricity power-cut, fire, flood, storm and other circumstances affecting the supply of goods or services;

“Foreign Transaction Party” means a Transaction Party which is incorporated or domiciled in a jurisdiction other than England and Wales;

“Form of Proxy” means, in relation to a Proxy, a document in the form provided by the Registrar confirming that the Proxy has been appointed;

“FSMA” means the Financial Services and Markets Act 2000 as amended from time to time;

“Further Initial Margin Securities” shall have the meaning ascribed to it in the Repurchase Agreement;

“Further Issue” means any issue of Further Notes;

“Further Note Purchase Agreement” means any agreement so named dated on or about a Further Signing Date and made between, among others, the Issuer and the Seller;

“Further Notes” means the Class A Further Notes and the Class B Further Notes or, as the case may require, all the Class A Further Notes and the Class B Further Notes issued on the same Interest Payment Date in accordance with an Upsize Request;

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“Further Signing Date” means any date on which a Further Note Purchase Agreement is or is to be executed;

“Further Transaction Documents” means, in respect of a Further Issue, the Further Note Purchase Agreement and the Supplemental Trust Deed in relation to such Further Issue and, if relevant, a US Repurchase Agreement;

“GBP Available Principal Receipts” means, for each Interest Payment Date or Alternate Payment Date, an amount equal to the aggregate of:

“GBP Cash Margin Account” means the account so named specified in the Account Details or such other account or accounts as may, with the prior written consent of the Trustee, be designated by the Issuer as such account;

“GBP Cash Margin Account Mandate” means the resolutions, instructions and signature authorities relating to the GBP Cash Margin Account in the form of the document set out in schedule 5 (GBP Transaction Account Mandate) of the Account Bank Agreement;

“GBP Cash Margin Account Payment Amount” means all amounts for the time being deposited and held in the GBP Cash Margin Account, including all interest accrued thereon and credited to the GBP Cash Margin Account from time to time;

“GBP Income Account” means the account so named specified in the Account Details or such other account or accounts as may, with the prior written consent of the Trustee, be designated by the Issuer as such account;

“GBP Income Account Mandate” means the resolutions, instructions and signature authorities relating to the GBP Transaction Account in the form of the document set out in schedule 8 (GBP Income Account Mandate) of the Account Bank Agreement;

“GBP Income Account Payment Amount” means all amounts for the time being deposited and held in the GBP Transaction Account, including all interest accrued thereon and credited to the GBP Transaction Account from time to time;

“GBP Notes” means the Class A GBP Notes and the Class B GBP Notes;

“GBP Pre-Default Principal Allocation Rules” has the meaning given to it in Condition 8.2.1;

“GBP Pro Rata Principal Receipts” means, for each Interest Payment Date or Alternate Payment Date, an amount equal to the aggregate of the following amounts received by the Issuer under the Repurchase Agreement to be applied in accordance with the GBP Pre-Default Principal Allocation Rules:

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“GBP Purchased Securities” means:

“GBP Sequential All Exposure Principal Receipts” means

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“GBP Sequential Principal Receipts” means GBP Sequential All Exposure Principal Receipts and GBP Sequential Sole Exposure Principal Receipts appearing in the record of the GBP Sequential Principal Receipts attributable to a Purchased Security, which shall be equal to the GBP Sequential Sole Exposure Principal Receipts of such Purchased Security, as maintained by the Cash Manager in accordance with the Cash Management Agreement;

“GBP Sequential Sole Exposure Principal Receipts” means the following amounts received by the Issuer under the Repurchase Agreement:

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“GBP Transaction Account” means the account so named specified in the Account Details or such other account or accounts as may, with the prior written consent of the Trustee, be designated by the Issuer as such account;

“GBP Transaction Account Mandate” means the resolutions, instructions and signature authorities relating to the GBP Transaction Account in the form of the document set out in schedule 2 (GBP Transaction Account Mandate) of the Account Bank Agreement;

“GBP Transaction Account Payment Amount” means all amounts for the time being deposited and held in the GBP Transaction Account, including all interest accrued thereon and credited to the GBP Transaction Account from time to time;

“GDPR” means the EU General Data Protection Regulation (EU) 2016/679;

“Governmental Authority” means any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government;

“Guarantee” means the payment guarantee dated the Closing Date provided by the Guarantor;

“Guarantor” means Apollo Commercial Real Estate Finance, Inc. in its capacity as Guarantor under the Guarantee;

“Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary;

“Holdings” means ACRE Debt Holdings Limited, the parent company of the Issuer;

“Income” has the meaning ascribed to it in the Repurchase Agreement;

“Income Accounts” means the EUR Income Account, the GBP Income Account and the USD Income Account;

“Incorporated Terms Memorandum” means the memorandum so named dated on or about the Closing Date and signed for the purpose of identification by each of the Transaction Parties;

“Initial Class A Noteholder” means Barclays Bank plc as initial holder of the Class A Notes;

“Initial Note Purchase Agreement” means the agreement so named dated on or about the Closing Date between, among others, the Issuer and the Seller;

“Initial Notes” means the Class A Initial Notes and the Class B Initial Notes;

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“Initial Principal Amount” means, in relation to any Note, the Principal Amount Outstanding of such Note on the Closing Date on which such Note is issued;

“Initial Repurchase Agreement” means the 2011 version of the Global Master Repurchase Agreement (as published by the International Capital Market Association) entered into by inter alios, the Issuer and the Seller from time to time dated on or before the Closing Date;

“Initial Transaction Documents” means the Account Bank Agreement, Cash Management Agreement, Corporate Services Agreement, Deed of Charge, the Initial Repurchase Agreement, the Guarantee, the Notes, Agency Agreement, Servicing and Realisation Agreement, Share Trust Deed, Note Purchase Agreement, the Risk Retention Letter, Trust Deed (including the Conditions) and such other related documents as are referred to in the terms of the above documents or which relate to the issue of the Notes;

“Insolvency Act” means the Insolvency Act 1986;

“Insolvency Event” in respect of a company means:

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“Insolvency Official” means, in relation to a company, a liquidator, (except, in the case of the Issuer, a liquidator appointed for the purpose of a merger, reorganisation or amalgamation the terms of which have previously been approved either in writing by the Trustee or by an Extraordinary Resolution of the holders of the Most Senior Class of Notes then outstanding) provisional liquidator, administrator, bank administrator, bank liquidator, investment bank administrator, administrative receiver, receiver, receiver or manager, compulsory or interim manager, nominee, supervisor, trustee, conservator, guardian or other similar officer in respect of such company or in respect of any arrangement, compromise or composition with any creditors or any equivalent or analogous officer under the law of any jurisdiction;

“Insolvency Proceedings” means any winding-up, dissolution or administration including bank administration, bank insolvency, special administration, special administration (bank administration) or special administration (bank insolvency) (whether by court action or otherwise) of a company and shall be construed so as to include any equivalent or analogous proceedings under the law of any jurisdiction including the seeking of liquidation, winding-up, reorganisation, dissolution, administration (whether by court action or otherwise), arrangement, adjustment, protection or relief of debtors;

“Instruction” means any Payment Instruction or any other instruction, communication or direction which the Account Bank is entitled to rely on for the purposes of the Account Bank Agreement;

“Instrument” or “Instruments” means the Notes and the Residual Certificates;

“Instrumentholders” means the persons who for the time being are the holders of the Instruments;

“Interest Amount” means, in respect of a Note for any Interest Period, the sum of the amounts of interest calculated on the related Interest Determination Date and on each Alternate Payment Date falling in such Interest Period, where:

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provided that:

“Interest Determination Date” means each Interest Payment Date or, in the case of the first Interest Period, the Closing Date and, in relation to an Interest Period, the “related Interest Determination Date” means the Interest Determination Date which falls on the first day of such Interest Period;

“Interest Income Ledger” means the ledger so named opened in the books of the Issuer by the Cash Manager in accordance with part 2 (Operation of Ledgers) schedule 1 (Maintenance and Operation of Ledgers) of the Cash Management Agreement which records the receipt and distribution of Interest Income;

“Interest Payment Date” means 22 February, 22 May, 22 August and 22 November in each year commencing on the First Interest Payment Date, provided that if any such day is not a Business Day, the Interest Payment Date will instead be the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not);

“Interest Period” means each period from (and including) an Interest Payment Date (except in the case of the first Interest Period, which shall commence on (and include) the Closing Date) to (but excluding) the next following Interest Payment Date;

“Interest Receipts Ledger” means the ledger so named opened in the books of the Issuer by the Cash Manager in accordance with part 2 (Operation of Ledgers) schedule 1 (Maintenance and Operation of Ledgers) of the Cash Management Agreement which records the receipt and distribution of Available Interest Amounts;

Interim Investor Report” means the report in respect of the Issuer in the form agreed between the Servicer (acting on the instructions of all the Noteholders) and the Cash Manager to be provided by the Cash Manager to the Servicer, the Seller, the Issuer and the Trustee following each Alternate Payment Date pursuant to the Cash Management Agreement;

“Investor Report” means the investor report prepared by the Cash Manager setting out information in accordance with paragraph 3.4 of part 4 of schedule 1 of the Cash Management Agreement;

“Issuer” means ACRE Debt 2 PLC, a public limited company incorporated in England and Wales with registered number 12635042 as issuer of the Notes;

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“Issuer Account Mandates” means each of the EUR Transaction Account Mandate, the USD Transaction Account Mandate, the Income Account Mandate, the Cash Margin Account Mandate and the GBP Transaction Account Mandate;

“Issuer Accounts” means the EUR Transaction Account, the GBP Transaction Account, the USD Transaction Account, the Income Account, the Cash Margin Account and any Additional Account;

“Issuer Covenants” means the covenants of the Issuer set out in Schedule 6 (Issuer Covenants) of this Incorporated Terms Memorandum;

“Issuer Incumbency Certificate” means the issuer incumbency certificate dated the Closing Date;

“Issuer Jurisdiction” means England and Wales or such other jurisdiction in which the Issuer or any Issuer substitute (as contemplated by Condition 20 (Substitution of the Issuer) and Residual Certificates Condition 18 (Substitution of the Issuer)) is incorporated and/or subject to taxation;

“Issuer Profit Amount” means £2,932 payable on the First Interest Payment Date and £250 on each Interest Payment Date thereafter, in each case to be credited to the GBP Transaction Account and to be retained by the Issuer as profit in respect of the business of the Issuer and recorded in the Issuer Profit Ledger;

“Issuer Profit Ledger” means the ledger so named opened in the books of the Issuer by the Cash Manager in accordance with part 2 (Operation of Ledgers) schedule 1 (Maintenance and Operation of Ledgers) of the Cash Management Agreement which records the receipt and distribution of the Issuer Profit Amount;

“Issuer Security Power of Attorney” means the power of attorney contained in clause 25 (Power of Attorney) of the Deed of Charge;

“Issuer Warranties” means the representations and warranties given by the Issuer and set out in Schedule 5 (Issuer’s Representations and Warranties) of the Incorporated Terms Memorandum and “Issuer Warranty” means any of them;

“Ledgers” means the Issuer Profit Ledger, Interest Receipts Ledger, Principal Receipts Ledger, the Senior Exposure Ledger, the Interest Income Ledger, the Principal Income Ledger, the Cash Margin Ledger and any Additional Ledger and “Ledger” means any one of them;

“Liabilities” means, in respect of any person, any losses, damages, costs, charges, awards, claims, demands, expenses, judgments, actions, proceedings (or threats of any actions or proceedings) or other liabilities whatsoever including properly incurred legal fees and any Taxes (including, without limitation VAT) and penalties incurred by that person;

“Listing Document” means the listing document dated on or about the Closing Date prepared in connection with the issue by the Issuer of the Initial Notes or, as the case may require, the listing document dated on or about a Further Signing Date prepared in connection with the issue by the Issuer of Further Notes;

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“LPA” means the Law of Property Act 1925;

“Margin Securities” means the:

“Margin Threshold Rectification Amount” has the meaning ascribed to it in the Repurchase Agreement;

“Master Definitions Schedule” means Schedule 1 of the Incorporated Terms Memorandum;

“Material Adverse Effect” means, as the context specifies:

“Meeting” means a meeting of Noteholders of any class or classes of Notes or a meeting of Certificateholders (as applicable) (whether originally convened or resumed following an adjournment);

“Minimum Amount” means £0.01, €0.01 or $0.01, as applicable;

“Minimum Denomination” means £100,000 in respect of the Class A GBP Notes and the Class B GBP Notes, €100,000 in respect of the Class A EUR Notes and the Class B EUR Notes and $100,000 in respect of the Class A USD Notes and the Class B USD Notes;

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“Moody’s” means Moody’s Investors Service Limited or any successor to its credit rating business;

“Most Senior Class of Notes” means, the Class A Notes whilst they remain outstanding and thereafter the Class B Notes whilst they remain outstanding;

“MTRA Return Amount” has the meaning ascribed to it in the Repurchase Agreement;

“Note Calculation Agent” means Elavon Financial Services D.A.C., UK Branch, in its capacity as note calculation agent in accordance with the terms of the Agency Agreement;

“Note Certificate” means a note certificate substantially in the form set out in schedule 1 (Form of Note Certificate) of the Trust Deed;

“Note Event of Default” means

“Note Event of Default Notice” means a notice delivered by the Issuer or any holder of the Most Senior Class of Notes to the Trustee, the Cash Manager, the Note Calculation Agent, the Servicer, the Noteholders, the Paying Agent, the Account Bank and the Realisation Agent specifying that a Note Event of Default has occurred;

“Note Principal Payment” means in respect of any Note on any Interest Payment Date or Alternate Payment Date, the principal amount redeemable in respect of such a Note, which shall be a proportion of the amount of Available Principal Receipts required as at that Interest Payment Date or Alternate Payment Date pursuant to the Pre-Default Principal Priority of Payments or Condition 8.2 (Mandatory redemption) to be applied in redemption of the relevant class of Notes on such date equal to the proportion that the Principal Amount Outstanding of the relevant Note bears to the aggregate Principal Amount Outstanding of such class of Notes rounded down to the nearest Minimum Amount provided always that no such Note Principal Payment may exceed the Principal Amount Outstanding of the relevant Note;

“Note Purchase Agreements” means the Initial Note Purchase Agreement and each Further Note Purchase Agreement;

“Noteholders” means the Class A Noteholders and the Class B Noteholders or, where the context otherwise requires, the holders of Notes of a particular class or classes;

“Notes” means the Class A Notes and the Class B Notes;

“Notice” means any notice delivered under or in connection with any Transaction Document;

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“Notice of Assignment to Account Bank” means a notice in, or substantially in, the form set out at schedule 1 (Form of Notice of Charge and Assignment to Account Bank) to the Deed of Charge;

“Notice of Assignment to Transaction Parties” means a notice in, or substantially in, the form set out at schedule 2 (Form of Notice of Assignment to Transaction Parties) to the Deed of Charge;

“Notices Condition” means:

“Notices Details” means the provisions set out in Schedule 8 (Notices Details) of this Incorporated Terms Memorandum;

“NPE Trigger” has the meaning ascribed to it in the Repurchase Agreement;

“Obligations” means all of the obligations of the Issuer created by or arising under the Notes and the Transaction Documents;

“outstanding” means, in relation to the Instruments, all the Instruments other than:

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provided that for each of the following purposes, namely:

those Instruments (if any) which are for the time being held by any person (including the Issuer,) for the benefit of the Issuer, the Seller, any holding company of the Seller or any other subsidiary of such holding company (each a “Relevant Persons”) shall (unless and until ceasing to be so held) be deemed not to remain outstanding except in the case where all of the Instruments of any class are held by or on behalf of or for the benefit of one or more Relevant Persons in which case such class of Notes or Residual Certificate (the “Relevant Class”) shall be deemed to remain outstanding unless there is another class of Notes or Residual Certificate ranking pari passu with or junior to the Relevant Class and one or more Relevant Persons are not the beneficial owners of all the Notes of such class or such Residual Certificate, when the Relevant Class shall be deemed not to be outstanding;

“Paying Agent” means Elavon Financial Services DAC, UK Branch in its capacity as paying agent in accordance with the terms of the Agency Agreement;

“Paying Transaction Party” means where any Transaction Party is under an obligation created by a Transaction Document to make a payment to a Receiving Transaction Party the Transaction Party who is to make such payment;

“Payment Instruction” means a payment instruction, substantially in the form set out at schedule 11 (Form of Payment Instruction) to the Account Bank Agreement signed by an Authorised Representative and given in accordance with the terms of the Issuer Account Mandates;

“Permitted Encumbrance” means any Encumbrance permitted to be created in accordance with a Transaction Document;

“Post-Default Priority of Payments” means the provisions relating to the order of priority of payments from the relevant Issuer Accounts set out in clause 15 (Post-Default Priority of Payments) of the Deed of Charge;

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“Potential Note Event of Default” means any event which may become (with the passage of time, the giving of notice, the making of any determination or any combination thereof) a Note Event of Default;

“Pre-Default Interest Priority of Payments” means the priority of payments set out in part A (Pre-Default Interest Priority of Payments) of schedule 3 (Priorities of Payments) of the Cash Management Agreement;

“Pre-Default Principal Allocation Rules” means the EUR Pre-Default Principal Allocation Rules, the GBP Pre-Default Principal Allocation Rules and the USD Pre-Default Principal Allocation Rules;

“Pre-Default Principal Priority of Payments” means the priority of payments set out in part B (Pre-Default Principal Priority of Payments) of schedule 3 (Priorities of Payment) of the Cash Management Agreement;

“Pre-Default Priorities of Payment” means the Pre-Default Principal Priority of Payments and the Pre-Default Interest Priority of Payments;

“Price Differential” has the meaning given to such term in the Repurchase Agreement;

“Principal Amount Outstanding” means, on any day:

“Principal Income Ledger” means the ledger so named opened in the books of the Issuer by the Cash Manager in accordance with part 2 (Operation of Ledgers) schedule 1 (Cash Manager Services) of the Cash Management Agreement which records the receipt and distribution of any Income received in the Income Account which constitutes Principal Receipts or other payments, to the extent not already accounted for;

“Principal Payment Amount” means, in respect of any Interest Payment Date or Alternate Payment Date, the Class A Principal Payment Amount and the Class B Principal Payment Amount (as applicable) for that Interest Payment Date or Alternate Payment Date;

“Pricing Rate Determination Date” has the meaning given to such term in the Repurchase Agreement;

“Principal Receipts” has the meaning given to such term in the Repurchase Agreement;

“Principal Receipts Ledger” means the ledger so named opened in the books of the Issuer by the Cash Manager in accordance with part 2 (Operation of Ledgers) schedule 1 (Cash Manager Services) of the Cash Management Agreement which records the receipt and distribution of Available Principal Receipts;

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“Priorities of Payment” means the Pre-Default Interest Priority of Payments, the Pre-Default Principal Priority of Payments or the Post-Default Priority of Payments, as the context requires;

“Pro Rata Principal Receipts” means the EUR Pro Rata Principal Receipts, the GBP Pro Rata Principal Receipts and the USD Pro Rata Principal Receipts appearing in the record of the Pro Rata Principal Receipts attributable to a Purchased Security as maintained by the Cash Manager in accordance with the Cash Management Agreement;

“Properties” means the properties mortgaged in favour of the relevant security agent pursuant to the Underlying Finance Documents;

“Proceedings” means any legal proceedings relating to a Dispute;

“Process Service Agent” means Apollo Global Management LLP or any replacement process agent appointed by any Foreign Transaction Party in relation to the Transaction Documents;

“Process Service Agent Address” means, in relation to each Foreign Transaction Party, the address of the Process Service Agent set opposite the name of each such Foreign Transaction Party in the Process Service Agent details set out in Schedule 8 (Notices Details) of the Incorporated Terms Memorandum;

“Project [***] Securities” has the meaning given to “[***] Securities” in the Repurchase Agreement;

“Project [***] Securities” has the meaning given to “[***] Securities” in the Repurchase Agreement;

“Project [***] Securities” has the meaning given to “Initial Margin [***] Securities” in the Repurchase Agreement;

“Project [***] Securities” has the meaning given to “[***] Securities” in the Repurchase Agreement;

“Project [***] Securities” “has the meaning given to “[***] Securities” in the Repurchase Agreement;

“Project [***] Securities” has the meaning given to “[***] Securities” in the Repurchase Agreement;

“Project [***] Securities” has the meaning given to “[***] Securities” in the Repurchase Agreement;

“Provisions for Meetings of Certificateholders” means the provisions contained in schedule 6 of the Trust Deed;

“Provisions for Meetings of Noteholders” means the provisions contained in schedule 4 of the Trust Deed;

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“Proxy” means, in relation to any Meeting, a person appointed to vote under a Block Voting Instruction other than:

“Purchased Securities” means:

and each a “Purchased Security”;

“Quarterly Reporting Date” means the date falling 5 Business Days prior to the immediately succeeding Calculation Date;

“Realisation” has the meaning given to it in Condition 9 (Limited Recourse);

“Realisation Agent” means Barclays Bank PLC in its capacity as Realisation Agent under the Servicing and Realisation Agreement;

“Recalculated Margin Threshold Rectification Amount” has the meaning given to such term in the Repurchase Agreement;

“Recast EU Insolvency Regulation” means Regulation (EC) 2015/848 of 20 May 2015 on insolvency proceedings;

“Receiver” means any receiver, manager, receiver or manager, administrator or administrative receiver appointed in respect of the Issuer by the Trustee in accordance with clause 17 (Appointment and Removal of Administrators and Receiver) of the Deed of Charge;

“Receiving Transaction Party” means, where any Transaction Party is under an obligation created by a Transaction Document to make payment to another Transaction Party, the Transaction Party which is to receive such payment;

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“Register” means, as applicable:

“Registrar” means Elavon Financial Services DAC, UK Branch acting in such capacity pursuant to the Agency Agreement (or any successor duly appointed);

“Regulatory Direction” means, in relation to any person, a direction or requirement of any Governmental Authority with whose directions or requirements such person is accustomed to comply;

“Release Price Excess” has the meaning given to such term in the Repurchase Agreement;

“Related Entity” means:

“Relevant” means:

and references to “Relevant Transaction Documents”, “Relevant Initial Transaction Documents” and “Relevant Further Transaction Documents” and cognate expressions shall be construed accordingly;

“Relevant Facility Agent” has the meaning ascribed to the term “Facility Agent” or “Trustee” (or equivalent thereof) in the loan or credit agreement, or the note purchase agreement, relating to an Underlying Asset;

“Relevant Information” means any written information provided by the Issuer or the Seller in connection with the preparation of the Listing Document;

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“Relevant Margin” means:

“Relevant Period” means, in relation to an Interest Determination Date, the length in months of the related Interest Period;

“Relevant Security Agent” has the meaning ascribed to the term “Security Agent” or “Security Trustee” (or equivalent thereof) in the loan or credit agreement, or the note purchase agreement, relating to an Underlying Asset;

“Relevant Transaction Documents” means, with reference to any particular Transaction Party, the Transaction Documents to which such Transaction Party is a party together with the Transaction Documents that contain provisions that otherwise bind or confer rights upon such Transaction Party;

“Relevant Transaction Party” means, in respect of any representation, warranty, covenant or undertaking, the Transaction Party to whom such representation, warranty, covenant or undertaking is given;

“Replacement Cash Manager” means an entity identified and appointed in accordance with clause 23 (Appointment of Replacement Cash Manager) of the Cash Management Agreement to perform the Cash Manager Services;

“Replacement Instruments” means any Instruments which have been authenticated and delivered by the Registrar under the terms of the Agency Agreement, as a replacement for any which have been mutilated or defaced or which are alleged to have been destroyed and “Replacement Instrument” means any one of them;

“Repo Benchmark Rate” has the meaning ascribed to the term “Benchmark Rate” in the Repurchase Agreement;

“Repo Calculation Agent” means ACREFI BN, LLC in its capacity as repo calculation agent in accordance with the terms of the Repurchase Agreement;

“Repo Event of Default” has the meaning ascribed to the term “Event of Default” in the Repurchase Agreement;

“Representative Amount” means an amount that is representative for a single transaction in the relevant market at the relevant time;

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“Repurchase Agreement” means the Initial Repurchase Agreement and any US Repurchase Agreement pursuant to which the Issuer will acquire the Purchased Securities and the Margin Securities;

“US Repurchase Agreement” means the Master Repurchase Agreement (September 1996 Version) as published by the Securities Industry and Financial Markets Association as may be entered into by inter alios, the Issuer and the Seller from time to time.

“Required Consents” means the registration of correctly completed Form MR01 and original executed copies of the Deed of Charge with the Registrar of Companies, in accordance with any relevant Requirements of Law or any Regulatory Direction;

“Requirement of Law” in respect of any person shall mean:

in each case applicable to or binding upon that person or to which that person is subject or with which it is customary for it to comply;

“Residual Certificate Conditions” means the terms and conditions to be endorsed on the Residual Certificates in, or substantially in, the form set out in Schedule 5 (Terms and Conditions of the Residual Certificates) of the Trust Deed as any of the same may from time to time be modified in accordance with the Trust Deed and any reference to a particular numbered Residual Certificate Condition shall be construed accordingly;

“Residual Certificates” means the 100 residual certificates issued or due to be issued by the Issuer on the Closing Date or, as the case may be, a specific number thereof;

“Residual Payment” means

“Restricted Transferee List” means the list of Restricted Transferees as may be amended from time to time;

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“Restricted Transferees” means, as at the Closing Date, each of the following entities (by trade name or otherwise) and any of their respective Affiliates from time to time:

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“Retention Holder” means ACREFI Operating LLC;

“Retiring Cash Manager” means the Cash Manager or any successor whose appointment is terminated pursuant to the Cash Management Agreement other than by termination at the Final Discharge Date;

“Reverse Charge” means the charge arising as a result of section 8(1) of VATA;

“Risk Retention Letter” means the risk retention letter from the Seller and the Retention Holder to the Issuer and the Trustee dated on or about the Closing Date;

“Risk Retention Undertaking” means the undertaking and obligations by the Retention Holder contained in the Risk Retention Letter, dated on or about the date hereof;

“Rounded Arithmetic Mean” means the arithmetic mean (rounded, if necessary, to the nearest 0.0001 per cent., 0.00005 per cent. being rounded upwards);

“Sanctions” means economic, financial or trade sanctions or restrictive measures enacted, imposed, administered or enforced from time to time by (i) the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State, or (ii) HM Treasury (or any other person which takes over the administration of this list) under the Consolidated List of Financial Sanctions Targets in the UK displayed on https://www.gov.uk/government/publications/financial-sanctions-consolidated-list-oftargets (or any replacement webpage which displays that list), or (iii) the United Nations Security Council, the European Union, or other relevant sanctions authority, or (iv) French Ministry of Foreign Affairs, the French Ministry of the Economy, or other relevant sanctions authority in France;

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“Secured Amounts” means the aggregate of all moneys and Liabilities which from time to time are or may become due, owing or payable by the Issuer to each, some or any of the Secured Creditors under the Notes or the Transaction Documents;

“Secured Creditors” means those persons listed as entitled to payment in clause 15 (Post-Default Priority of Payments) of the Deed of Charge;

“Securities Act” means the United States Securities Act of 1933, as amended;

“Securities Portfolio” means the portfolio comprising of the Purchased Securities and the Margin Securities;

“Securitisation Regulation” means Regulation (EU) 2017/2402 together with any implementing regulation, technical standards and official guidance thereto, in each case as amended, varied or substituted from time to time;

“Security” means security created by the Issuer in favour of the Trustee pursuant to the Deed of Charge;

“Security Protection Notice” means a notice in, or substantially in, the form set out in schedule 2 (Form of Security Protection Notice) of the Deed of Charge;

“Seller” means ACREFI B, LLC, a limited liability company organized under the laws of the State of Delaware as seller of the Financial Assets;

“Seller Account” means the Seller’s account so named specified in the Account Details or such other account or accounts as the Seller may have designated as the Seller Account;

“Seller Asset Warranties” means the representations and warranties contained in Part 3 of Schedule 3 (Seller’s Representations and Warranties) of the Incorporated Terms Memorandum and given by the Seller and “Seller Asset Warranty” means any of them;

“Seller Covenants” means the covenants set out in Schedule 4 (Seller Covenants) of this Incorporated Terms Memorandum and given by the Seller;

“Seller Warranties” means the representations and warranties given by the Seller set out in Schedule 3 (Seller’s Representations and Warranties) of this Incorporated Terms Memorandum and “Seller Warranty” means any of them;

“Senior Exposure” means, on the Closing Date:

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and thereafter such amount as reduced by reference to amortisation of the Notes and recorded in the Senior Exposure Ledger;

“Senior Exposure Ledger” means the ledger maintained by the Cash Manager to record the Senior Exposure of each Equivalent Security;

“Senior Exposure Reduction Rules” has the meaning given to that term in Condition 8.3 (Senior Exposure Reduction Rules);

“Sequential All Exposure Principal Receipts” means the EUR Sequential All Exposure Principal Receipts, the GBP Sequential All Exposure Principal Receipts and the USD Sequential All Exposure Principal Receipts;

“Sequential Sole Exposure Principal Receipts” means the EUR Sequential Sole Exposure Principal Receipts, the GBP Sequential Sole Exposure Principal Receipts and the USD Sequential Sole Exposure Principal Receipts;

“Sequential Principal Receipts” means the EUR Sequential Principal Receipts, the GBP Sequential Principal Receipts and the USD Sequential Principal Receipts appearing in the record of the Sequential Principal Receipts attributable to a Purchased Security;

“Servicer” means ACREFI BN, LLC in its capacity as servicer in accordance with the terms of the Servicing and Realisation Agreement;

“Servicer Quarterly Report” means the report to be delivered by the Servicer in accordance with clause 12.1 of the Servicing and Realisation Agreement;

“Servicer Reporting Period” means the period from and excluding a Quarterly Reporting Date (except for the first Servicer Reporting Period which shall commence on the Closing Date) to and including the immediately succeeding Quarterly Reporting Date, provided that if any such day is not a Business Day, the Quarterly Reporting Date shall be the immediately preceding Business Day;

“Servicing and Realisation Agreement” means the agreement so named dated on or about the Closing Date between the Issuer, the Servicer, the Seller and the Trustee;

“Share Trust Deed” means declaration of trust dated 11 June 2020 pursuant to which the Share Trustee holds the beneficial interest in the shares of Holdings on trust for charitable purposes;

“Share Trustee” means ACRE Debt Holdings Limited as share trustee of the Issuer or the trustee or trustees for the time being of the Share Trust Deed;

“Specified Currency” means:

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“Specified Office” means, in relation to any Agent:

“SPV Criteria” means the criteria established from time to time by the Rating Agencies for a single purpose company in the Issuer Jurisdiction;

“SR Investor Report” means the investor report prepared by the Cash Manager setting out information required under Article 7(1)(e) of the Securitisation Regulation in accordance with paragraph 3.3.2 of part 4 of schedule 1 of the Cash Management Agreement;

“SR Loan Level Report” means the report prepared by the Servicer setting out loan level information required under Article 7(1)(a) of the Securitisation Regulation in accordance with the terms of clause 12.2.2 of the Servicing and Realisation Agreement;

“Subsidiary” means a subsidiary within the meaning of Section 1159 of the Companies Act 2006;

“Substituted Obligor” means a single purpose company incorporated in any jurisdiction that meets the SPV Criteria;

“Successor Trustee” means an entity appointed in accordance with clause 30 (Appointment of Trustees) of the Trust Deed to act as successor trustee;

“Supplemental Trust Deed” means a deed supplemental to the Trust Deed executed by the Issuer in accordance with clause 5.4 (Supplemental Trust Deed) of the Trust Deed;

“TARGET2 system” means the Trans European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single platform and which was launched on 19 November 2007;

“Tax” shall be construed so as to include any present or future tax, levy, impost, duty, charge, fee, deduction or withholding of any nature whatsoever (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) and “Taxes”, “taxation”, “taxable” and comparable expressions shall be construed accordingly;

“Tax Authority” means any government, state or municipality or any local, state, federal or other authority, body or official anywhere in the world including, without limitation, Her Majesty’s Revenue and Customs;

“Tax Credit” means any credit received by a Transaction Party from a Tax Authority in respect of any Tax paid by such Transaction Party;

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“Tax Deduction” means any deduction or withholding on account of Tax;

“Tax Payment” means any payment for or on account of Tax;

“TISE” means The International Stock Exchange;

“Transaction” means each of the transactions in the series of transactions contemplated by the Transaction Documents and “Transactions” means the total of each Transaction;

“Transaction Accounts” means the EUR Transaction Account, the GBP Transaction Account and the USD Transaction Account;

“Transaction Account Payment Amount” means the EUR Transaction Account Payment Amount, the GBP Transaction Account Payment Amount and the USD Transaction Account Payment Amount;

“Transaction Account Mandates” means the EUR Transaction Account Mandate, the GBP Transaction Account Mandate and the USD Transaction Account Mandate;

“Transaction Documents” means the Initial Transaction Documents and the Further Transaction Documents;

“Transaction Party” means any person who is a party to a Transaction Document and “Transaction Parties” means some or all of them;

“Trust Corporation” means a corporation entitled by the rules made under the Public Trustee Act 1906 to act as a custodian trustee or entitled pursuant to any other legislation applicable to a trustee in any jurisdiction other than England and Wales to act as trustee and carry on trust business under the laws of the country of its incorporation;

“Trust Deed” means the deed so named dated on or about the Closing Date between the Issuer and the Trustee and any document expressed to be supplemented to the Trust Deed;

“Trust Documents” means the Trust Deed and the Deed of Charge and (unless the context requires otherwise) includes any deed or other document executed in accordance with the provisions of the Trust Deed or (as applicable) the Deed of Charge and expressed to be supplemental to the Trust Deed or the Deed of Charge (as applicable);

“Trust Proceeds” means all recoveries, receipts and benefits received by the Trustee by virtue of the Trust Property save for monies or other assets which it is entitled to retain for its own account or which are earmarked for receipt by a third party other than as part of the Trust Property;

“Trust Property” means the Covenant to Pay, the Issuer Covenants, the Seller Covenants, the Issuer Warranties, the Seller Warranties, the Security and all proceeds of the Security;

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“Trustee” means U.S. Bank Trustees Limited in its capacity as trustee under the Trust Documents and such company and all other persons or companies for the time being acting as Trustee pursuant to the terms of the Trust Documents;

“Trustee Acts” means both the Trustee Act 1925 and the Trustee Act 2000 of England and Wales;

“Underlying Asset” means, with respect to a Purchased Security or Margin Security, a commercial mortgage loan or repacked note in relation to such Purchased Security or Margin Security, as applicable;

“Underlying Finance Document” means with respect to each Purchased Security or Margin Security:

and in each case all documents amending, modifying or supplementing the same;

“Underlying Loan” means a loan granted under an Underlying Finance Document;

“Underlying Obligor” means an obligor under an Underlying Finance Document;

“Underlying Security” means any transaction security created by an Underlying Obligor in favour of the Relevant Security Agent pursuant to the relevant Underlying Finance Documents

“Upsize Request” means the Seller’s request to sell to the Issuer additional Financial Assets pursuant to the terms of the Repurchase Agreement;

“U.S. Bank Fee Letter” means the fee letter entered into between the Issuer and U.S. Bank on or around the Closing Date in respect of the fees for the services to be provided by U.S. Bank pursuant to the Transaction Documents, including, without limitation, the Cash Manager Services;

“USD Available Principal Receipts” means, for each Interest Payment Date or Alternate Payment Date, an amount equal to the aggregate of:

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“USD Cash Margin Account” means the account so named specified in the Account Details or such other account or accounts as may, with the prior written consent of the Trustee, be designated by the Issuer as such account;

“USD Cash Margin Account Mandate” means the resolutions, instructions and signature authorities relating to the USD Cash Margin Account in the form of the document set out in schedule 6 (USD Cash Margin Account Mandate) of the Account Bank Agreement;

“USD Cash Margin Account Payment Amount” means all amounts for the time being deposited and held in the USD Cash Margin Account, including all interest accrued thereon and credited to the USD Cash Margin Account from time to time;

“USD Income Account” means the account so named specified in the Account Details or such other account or accounts as may, with the prior written consent of the Trustee, be designated by the Issuer as such account;

“USD Income Account Mandate” means the resolutions, instructions and signature authorities relating to the USD Income Account in the form of the document set out in schedule 9 (USD Income Account Mandate) of the Account Bank Agreement;

“USD Income Account Payment Amount” means all amounts for the time being deposited and held in the USD Income Account, including all interest accrued thereon and credited to the USD Income Account from time to time;

“USD Notes” means the Class A USD Notes and the Class B USD Notes;

“USD Pre-Default Principal Allocation Rules” has the meaning given to it in Condition 8.2.3;

“USD Pro Rata Principal Receipts” means, for each Interest Payment Date or Alternate Payment Date, an amount equal to the aggregate of the following amounts received by the Issuer under the US Repurchase Agreement to be applied in accordance with the USD Pre-Default Principal Allocation Rules:

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“USD Purchased Securities” means any further USD denominated securities acquired by the Issuer under the US Repurchase Agreement;

“USD Sequential All Exposure Principal Receipts” means:

“USD Sequential Principal Receipts” means USD Sequential All Exposure Principal Receipts and USD Sequential Sole Exposure Principal Receipts appearing in the record of the USD Sequential Principal Receipts attributable to a Purchased Security, which shall be equal to the USD Sequential Sole Exposure Principal Receipts of such Purchased Security, as maintained by the Cash Manager to update the Senior Exposure of each USD Purchased Security in accordance with the Cash Management Agreement;

“USD Sequential Sole Exposure Principal Receipts” means the following amounts received by the Issuer under the US Repurchase Agreement:

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where in relation to each of the above, a record of the USD Sequential Sole Exposure Principal Receipts paid to the Class A Noteholders in relation to a Purchased Security will be kept by the Cash Manager so that the Senior Exposure of that Purchased Security can be updated accordingly in the Cash Management Agreement.

“USD Transaction Account” means the account so named specified in the Account Details or such other account or accounts as may, with the prior written consent of the Trustee, be designated by the Issuer as such account;

“USD Transaction Account Mandate” means the resolutions, instructions and signature authorities relating to the USD Transaction Account in the form of the document set out in schedule 3 (USD Transaction Account Mandate) of the Account Bank Agreement;

“USD Transaction Account Payment Amount” means all amounts for the time being deposited and held in the USD Transaction Account, including all interest accrued thereon and credited to the USD Transaction Account from time to time;

“VAT” means value added tax imposed by VATA and legislation and regulations supplemental thereto and includes any other tax of a similar fiscal nature whether imposed in the United Kingdom (instead of or in addition to value added tax) or elsewhere from time to time;

“VAT Group” means a group for the purposes of the VAT Grouping Legislation;

“VAT Grouping Legislation” means:

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“VATA” means the Value Added Tax Act 1994;

“Voter” means, in relation to any Meeting, the bearer of a Voting Certificate, a Proxy or the bearer of a Note Certificate who produces such Note Certificate or the bearer of a Residual Certificate who produces such Residual Certificate at such Meeting;

“Voting Certificate” means, in relation to any Meeting, a certificate in the English language issued by the Paying Agent and dated in which it is stated:

“Written Resolution” means a resolution in writing signed by or on behalf of all holders of Notes of the relevant class or the Certificateholders for the time being outstanding who for the time being are entitled to receive notice of a Meeting in accordance with the provisions for the meetings of Noteholders or Certificateholders contained in the Trust Deed, as applicable, whether contained in one document or several documents in the same form, each signed by or on behalf of one or more such holders of the Notes;

“Write-Down Notice” means the write-down notice to be delivered by the Seller and the Class B Noteholder in the form set out in schedule 7 (Form of Class B Noteholder Write Down Notice) of the Trust Deed;

“24 hours” means a period of 24 hours including all or part of a day upon which banks are open for business in both the place where any Meeting is to be held and in each of the places where the Paying Agent has its Specified Office (disregarding for this purpose the day upon which such Meeting is to be held); and

“48 hours” means 2 consecutive periods of 24 hours.

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Any reference in the Transaction Documents to:

a document being in an “agreed form” means that the form of the document in question has been agreed between the proposed parties thereto;

“continuing”, in respect of a Note Event of Default or a Potential Note Event of Default, shall be construed as a reference to a Note Event of Default or a Potential Note Event of Default, as the case may be, which has not been waived in accordance with the terms of the Conditions or, as the case may be, the relevant Transaction Document and in respect of a Potential Note Event of Default, as the case may be, one which has not been remedied within the relevant grace period or waived in accordance with the terms of the Conditions or, as the case may be, the relevant Transaction Document;

a “class” shall be a reference to a class of the Notes being the Class A EUR Notes, the Class A GBP Notes, the Class A USD Notes, the Class B EUR Notes, the Class B GBP Notes and the Class B USD Notes and “classes” shall be construed accordingly;

“holder” means the bearer of a Note and the words “holders” and related expressions shall (where appropriate) be construed accordingly;

“including” shall be construed as a reference to “including without limitation”, so that any list of items or matters appearing after the word “including” shall be deemed not to be an exhaustive list, but shall be deemed rather to be a representative list, of those items or matters forming a part of the category described prior to the word “including”;

“indebtedness” shall be construed so as to include any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

a “law” shall be construed as any law (including common or customary law), statute, constitution, decree, judgement, treaty, regulation, directive, bye law, order or any other legislative measure (whether primary or subsidiary made pursuant to primary legislation) of any government, supranational, local government, statutory or regulatory body or court;

a “month” is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next succeeding calendar month except that:

and references to “months” shall be construed accordingly;

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a “person” shall be construed as a reference to any person, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing;

“principal” shall, where applicable, include premium;

“repay”, “redeem” and “pay” shall each include both of the others and “repaid”, “repayable” and “repayment”, “redeemed”, “redeemable” and “redemption” and “paid”, “payable” and “payment” shall be construed accordingly;

a reference to the “spot rate” of the Cash Manager shall be construed so as to include its own spot rate and the spot rate of any of its affiliates;

a reference to any person defined as a “Transaction Party” in this Incorporated Terms Memorandum or in any Transaction Document or in the Conditions shall be construed so as to include its and any subsequent successors and permitted transferees in accordance with their respective interests;

a “subsidiary” of a company or corporation shall be construed as a reference to any company or corporation:

and, for these purposes, a company or corporation means any other company or corporation which is a “subsidiary undertaking” of such company or corporation as defined pursuant to Section 1162 of the Companies Act 2006;

a “successor” of any party shall be construed so as to include an assignee or successor in title of such party and any person who under the laws of the jurisdiction of incorporation or domicile of such party has assumed the rights and obligations of such party under any Transaction Document or to which, under such laws, such rights and obligations have been transferred; and

a “wholly owned subsidiary” of a company or corporation shall be construed as a reference to any company or corporation which has no other members except that other company or corporation and that other company’s or corporation’s wholly owned subsidiaries or persons acting on behalf of that other company or corporation or its wholly owned subsidiaries.

“£”, “GBP”, “pounds” and “Sterling” denote the lawful currency for the time being of the of the United Kingdom of Great Britain and Northern Ireland.

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“euro”, “EUR” or “€” means the currency introduced at the start of the third stage of European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended.

“$”, “USD” or “U.S. dollar” denote the lawful currency for the time being of the United States of America.

Any reference to the Incorporated Terms Memorandum, any document defined as a Transaction Document or any other agreement or document shall be construed as a reference to the Incorporated Terms Memorandum, such Transaction Document or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended, varied, novated, supplemented or replaced.

Any reference to any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primary legislation) or treaty shall be construed as a reference to such legislation or treaty as the same may have been, or may from time to time be, amended or re-enacted.

Any reference in any Transaction Document to a time of day shall, unless a contrary indication appears, be a reference to London time.

Any Schedule of, or Appendix to a Transaction Document forms part of such Transaction Document and shall have the same force and effect as if the provisions of such Schedule or Appendix were set out in the body of such Transaction Document. Any reference to a Transaction Document shall include any such Schedule or Appendix.

Section, Part, Schedule, Paragraph and Clause headings are for ease of reference only.

Except as otherwise specified in a Transaction Document, reference in a Transaction Document to:

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In any Transaction Document, save where the context otherwise requires, words importing the singular number include the plural and vice versa.

Any date or period specified in any Transaction Document may be postponed or extended by mutual agreement between the parties thereto, but as regards any date or period originally fixed or so postponed or extended, time shall be of the essence.

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SCHEDULE 2

COMMON TERMS

PART 1

GENERAL LEGAL TERMS

Each Transaction Party referred to as an “Obligor” in any Transaction Document for the purposes of this Paragraph shall (at such Transaction Party’s cost) do and execute, or arrange for the doing and executing of, each act, document and thing requested of it by any Transaction Party referred to as an “Obligee” in such Transaction Document for the purposes of this paragraph in order to implement and/or give effect to such Transaction Document and the Transaction contemplated by it.

The Transaction Documents and any document referred to in the Transaction Documents constitute the entire agreement and understanding between the Transaction Parties relating to the Transactions and supersede any previous agreements between the parties relating to the subject matter of the Transaction Documents.

Each Transaction Party agrees that:

Nothing in this Paragraph shall have the effect of limiting or restricting any liability of a Transaction Party arising as a result of any Breach of Duty.

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Where any Transaction Party acts in more than one capacity, the provisions of the Common Terms shall apply to such person as though it were a separate party in each such capacity.

If a provision of any Transaction Document is inconsistent with any provision of the Common Terms or the Master Definitions Schedule, the provision of such Transaction Document shall prevail.

The Trustee shall not have any responsibility for any of the obligations of the other Transaction Parties and the other Transaction Parties acknowledge that the Trustee has no such responsibility and that the Trustee is entitled to the protections contained in and on the terms set out in the Trust Documents.

If there is an appointment of a Successor Trustee in accordance with the terms of the Trust Deed, each of the other Transaction Parties shall execute such documents and take such action as the Successor Trustee and the outgoing Trustee may reasonably require for the purposes of vesting in the Successor Trustee the benefit of the Transaction Documents and the rights, powers and obligations of the Trustee under the Transaction Documents, and releasing the outgoing Trustee from its future obligations under the Transaction Documents.

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Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, as applicable, shall be the successor of the Trustee hereunder as applicable, provided such corporation shall be otherwise qualified and eligible under this Clause, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

Subject to the provisions of the Transaction Documents, nothing in the Transaction Documents shall prevent any Transaction Party from rendering services similar to those provided for in the Transaction Documents to other persons, firms or companies or from carrying on any business similar to or in competition with the business of any of the Transaction Parties.

Nothing in the Transaction Documents shall prevent any Transaction Party from carrying on its own business in the manner which it thinks fit, unless, by so doing, it would render itself unable to perform its obligations under the Transaction Documents in the manner contemplated in the Transaction Documents.

Only the Trustee may pursue the remedies available under the general law or under the Trust Documents to enforce the Security and no Transaction Party shall be entitled to proceed Insolvency Proceedings directly against the Issuer to enforce the Security. Each Transaction Party (other than the Issuer and the Trustee) agrees with and acknowledges to each of the Issuer and the Trustee, and the Trustee agrees with and acknowledges to the Issuer, that:

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Each Transaction Party (other than the Issuer and the Trustee) agrees with and acknowledges to each of the Issuer and the Trustee, and the Trustee agrees with and acknowledges to the Issuer, that if at any time following

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

For the purposes of this Paragraph 7.2, “Realisation” means, in relation to any Charged Property, the deriving, to the fullest extent practicable, (in accordance with the provisions of the Transaction Documents) of proceeds from or in respect of such Charged Property including (without limitation) through sale or through performance by an obligor.

Each Transaction Party (other than the Trustee):

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Each Secured Creditor shall be deemed to have notice of, all of the provisions of the Transaction Documents.

The Trustee is hereby authorised to execute on behalf of the Secured Creditors a receipt in respect of all or part only of the Secured Amounts, as may be appropriate from time to time.

Except for moneys paid out by the Trustee pursuant to the Post-Default Priority of Payments, all monies received or recovered by the Secured Creditors in respect of the Secured Amounts after delivery of an Enforcement Notice (whether by way of set off, retention, compensation, balancing of accounts or otherwise) shall forthwith be paid to (and pending such payment held on trust for) the Trustee.

No Transaction Party shall have any recourse against nor shall any personal liability attach to any shareholder, officer, agent, employee or director of the Issuer in his capacity as such, by any Proceedings or otherwise, in respect of any obligation, covenant, or agreement of the Issuer contained in the Transaction Documents.

The Transaction Parties, other than the Issuer, shall not have any liability for the Obligations of the Issuer and nothing in the Transaction Documents shall constitute the giving of a guarantee, an indemnity or the assumption of a similar obligation by any of such other Transaction Parties in respect of the performance by the Issuer of the Obligations.

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A variation of any Transaction Document is valid only if it is in writing and signed by or on behalf of each Transaction Party which is a party to such Transaction Document.

A variation of the Incorporated Terms Memorandum is valid only if it is approved by each of the Transaction Parties.

A failure to exercise or delay in exercising a right or remedy provided by any Transaction Document or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by any Transaction Document or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.

Except where any Transaction Document specifically provides otherwise, the rights and remedies contained in a Transaction Document are cumulative and not exclusive of rights or remedies provided by law.

The invalidity, illegality or unenforceability of a provision of a Transaction Document does not affect or impair the continuation in force of the remainder of such Transaction Document.

Except where any Transaction Document specifically provides otherwise, no provision of any Transaction Document creates a partnership between any of the Transaction Parties or makes a Transaction Party the agent of another Transaction Party for any purpose. Except where any Transaction Document provides otherwise, a Transaction Party has no authority or power to bind, to contract in the name of, or to create a liability for another Transaction Party in any way or for any purpose.

Except to the extent that they have been performed and except where any Transaction Document specifically provides otherwise, the warranties, representations, indemnities, and obligations contained in any Transaction Document remain in force after the date on which they were expressed to take effect until the Final Discharge Date.

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Each Transaction Document shall be binding upon and enure to the benefit of each Transaction Party which is a party to such Transaction Document or is otherwise bound by its terms and its or any subsequent successors, transferees and assigns.

Except where any Transaction Document provides otherwise or with the prior written consent of the Trustee, a Transaction Party (other than the Trustee) may not assign or transfer or purport to assign or transfer a right or obligation under any Transaction Document to which it is a party.

Each Transaction Party (other than the Trustee) is entering into each Transaction Document to which it is a party for its benefit and not for the benefit of another person.

Except where any Transaction Document specifically provides otherwise, a Transaction Party may not subcontract or delegate the performance of any of its obligations under a Transaction Document.

Rights under a Transaction Document only accrue to a person party to such Transaction Document. Accordingly, a person who is not a party to a Transaction Document shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of any Transaction Document, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

Each Transaction Party agrees that prior to the Final Discharge Date and thereafter it shall keep confidential and it shall not disclose to any person whatsoever, any information relating to the business, finances or other matters of a confidential nature of any of the Seller, the Servicer or the Issuer (as the case may be) which it may have obtained as a result of the execution of any Transaction Document or of which it may otherwise have become possessed as a result of the performance of its obligations in respect of the Transaction including any information concerning the identity of any Underlying Obligor.

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The Transaction Parties shall use all reasonable endeavours to prevent any disclosure referred to in Paragraph 17.1 (Confidentiality of information) provided however that the provisions of Paragraph 17.1 (Confidentiality of information) shall not apply:

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Except as specified in any Transaction Document, any Notice:

Unless there is evidence that it was received earlier, a Notice marked for the attention of the person specified in accordance with Paragraph 18.1 (Communications in writing) is deemed given:

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provided that in each case where personal delivery or delivery by fax occurs after 6:00p.m. on a business day or on a day which is not a business day, service shall be deemed to occur at 9:00a.m. on the following business day.

In Paragraph 18.2 (Time of receipt) “business day” means a day other than a Saturday, Sunday or public holiday in either the country from which the Notice is sent or in the country to which the Notice is sent.

Where any reference is made to a direction or communication being made by the Noteholders to a Transaction Party but without reference to any express requirements (including without limitation as regards Extraordinary Resolution or specified percentage), such direction shall be deemed to have been validly given if:

Each Transaction Document may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

The Transaction Documents are in the English language. If the Transaction Documents are translated into another language, the English language text prevails.

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PART 2

PAYMENT PROVISIONS

Except as otherwise provided in any Transaction Document, any interest, commitment commission, or fees due from one Transaction Party to another under any Transaction Document shall accrue from day to day and shall be calculated on the basis of a year of the number of days referred to in the definition of Day Count Fraction (or, in any case where market practice differs, in accordance with market practice).

In any legal action or proceeding arising out of or in connection with any Transaction Document, the records of the Servicer shall be prima facie evidence of the existence and amounts due from one Transaction Party to another or to any third party.

If any sum (a “ Sum”) due from a Paying Transaction Party to a Receiving Transaction Party under any Transaction Document or any order, judgement, award or decision given or made in relation thereto has to be converted from the currency (the “First Currency”) in which such Sum is payable into another currency (the “Second Currency”) for the purpose of:

the Paying Transaction Party shall indemnify the Receiving Transaction Party from and against any loss suffered or incurred as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert such Sum from the First Currency into the Second Currency and (b) the rate or rates of exchange available to such person at the time of receipt of such Sum.

Except where otherwise specified, Sterling is the currency of account and payment for each and every sum at any time due from one Transaction Party to another under the Transaction Documents, except that each payment in respect of costs and expenses in respect of a Transaction Document shall be made in the currency in which the same were incurred.

On each date on which any Transaction Document requires an amount to be paid by a Transaction Party to the Seller, such Transaction Party shall make the relevant amount available to the Seller by payment to the Seller Account for value on the due date no later than the time specified in the relevant Transaction Document or, if no time is specified in the Transaction Document, by close of banking hours in the place of payment on the due date.

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On each date on which any Transaction Document requires an amount to be paid by a Transaction Party to the Issuer, such Transaction Party shall make the relevant amount available to the Issuer by payment to the GBP Transaction Account, the USD Transaction Account, the Cash Margin Account or the Income Account or the EUR Transaction Account, as applicable, for value on the due date no later than the time specified in the relevant Transaction Document or, if no time is specified in the relevant Transaction Document, by close of banking hours in the place of payment on the due date.

On each date on which any Transaction Document requires an amount to be paid by one Transaction Party to another Transaction Party (other than to the Seller or to the Issuer), the Paying Transaction Party shall make the relevant amount available to the Receiving Transaction Party by payment to the account specified in the relevant Transaction Document for value on the due date no later than the time specified in the relevant Transaction Document or, if no time is specified in the relevant Transaction Document, by close of banking hours in the place of payment on the due date.

All payments required to be made by any Transaction Party under the Transaction Documents shall be calculated without reference to any set off or counterclaim and shall be made free and clear of and without any deduction for or on account of any set off or counterclaim.

If and whenever a payment is made by any Transaction Party to another under any Transaction Document, the Receiving Transaction Party shall, except as otherwise provided in any Transaction Document, apply the amount received towards the obligations of the Paying Transaction Party under the relevant Transaction Document in the following order:

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The order of payments set out in Paragraph 1.9 (Partial Payments) shall override any appropriation made by any Paying Transaction Party but the order set out in subparagraphs 1.9.2, 1.9.3 and 1.9.4 of Paragraph 1.9 (Partial Payments) may be varied if the relevant Transaction Parties so agree and for this purpose “relevant Transaction Parties” means Transaction Parties who might, in the Trustee’s sole opinion, be affected by such variation in application.

Except as otherwise provided in any Transaction Document any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or on the preceding Business Day (if there is not).

If any amount paid pursuant to a Transaction Document (other than by or to the Trustee) shall be determined (after consultation in good faith between the Transaction Parties which are parties to the relevant Transaction Document) to have been incorrect, the Transaction Parties shall consult in good faith in order to agree upon an appropriate method for rectifying such error so that the amounts subsequently received and retained by all relevant Transaction Parties are those which they would have received and retained if no such error had been made.

If any Secured Creditor (other than the Trustee):

such Secured Creditor shall hold the amount so received or applied on trust for the Issuer and for application in accordance with the Priorities of Payments.

Any sum set out in any Transaction Document as payable, or otherwise payable pursuant to any Transaction Document:

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shall be deemed to be exclusive of any VAT which is or becomes chargeable on any supply or supplies for which that sum (or any part thereof) is the whole or part of the consideration for VAT purposes.

Any sum set out in any Transaction Document as payable, or otherwise payable, pursuant to any Transaction Document:

shall be inclusive of any VAT which is or becomes chargeable on any supply or supplies for which that sum (or any part thereof) is the whole or part of the consideration for VAT purposes and section 89 of VATA shall not apply to affect the amount of such sum payable.

Where:

the Recipient shall pay to the Supplier an additional amount equal to that VAT, such additional amount to be paid at the same time as paying any other consideration for that supply, save that where the consideration for that supply does not consist of, or wholly of, money, such sum shall be paid no later than five (5) Business Days before the last day on which the Supplier can account to the relevant Tax Authority for the VAT due in respect of that supply without incurring interest or penalties and the Supplier shall (in either case) provide the Recipient with a valid VAT invoice in respect of that supply.

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In relation to any supply that gives rise to either an acquisition for the purpose of Section 1(1)(b) of VATA or a Reverse Charge, where the Recipient (which for the purposes of this Paragraph 2.4 shall include the person making any acquisition) of that supply or acquisition is the Issuer or the Trustee:

Any reference in any Transaction Document to any person, when construing any provision in relation to VAT, shall (where appropriate and unless the context otherwise

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requires) be construed, at any time when such person is treated as a member of a VAT Group, to include a reference to the representative member of such group at such time (so that a reference to x, for example, would read “x or the relevant representative member of the VAT Group of which x is a member (as the case may be)”) (the term “representative member” to have the same meaning as for the purposes of the VAT Grouping Legislation).

Except as otherwise provided in any Transaction Document, each payment made by a Paying Transaction Party to a Receiving Transaction Party under any Transaction Document shall be made without any Tax Deduction, unless a Tax Deduction is required by any Requirement of Law.

If a Paying Transaction Party becomes aware that it must make a Tax Deduction in respect of any payment under any Transaction Document (or that there is any change in the rate or the basis of a Tax Deduction) it shall notify the Receiving Transaction Party accordingly.

If a Paying Transaction Party makes a Tax Payment and a Receiving Transaction Party determines that a Tax Credit is attributable to that Tax Payment and the Receiving Transaction Party has obtained, utilised and retained that Tax Credit then the Receiving Transaction Party shall pay an amount to the Paying Transaction Party which the Receiving Transaction Party determines will leave it (after that payment) in the same after tax position as it would have been in had the Tax Payment not been required to be made by the Paying Transaction Party.

Except as otherwise provided in any Transaction Document, the Seller shall pay all of the costs relating to the negotiation, preparation, execution and implementation by the Transaction Parties of each Transaction Document and of each document referred to in it.

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PART 3

Governing Law Provisions

Each Transaction Document and all non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

The courts of England have exclusive jurisdiction to settle any Dispute.

Each Transaction Party other than the Trustee agrees that the courts of England are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

Paragraph 2.1 (English Courts) is for the benefit of the Trustee for the purpose of this Paragraph 2 in any Transaction Document. As a result each other Transaction Party acknowledges that Paragraph 2.1 (English Courts), does not prevent the Trustee from taking any Proceedings in any other courts with jurisdiction. To the extent allowed by law, the Trustee may take concurrent Proceedings in any number of jurisdictions.

Each of the Seller, the Risk Retainer and the Servicer (where the Servicer is ACREFI Management, LLC) agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to Apollo Global Management LLP at 25 St George Street, London W1S 1FS for the attention of                      or, if different, such person’s registered office for the time being or at any other address in England and Wales at which process may be served on such person or the Issuer in accordance with Part 37 of the Companies Act 2006. If such person is not or ceases to be effectively appointed to accept service of process on behalf of the relevant party, such party shall appoint a further person in England to accept service of process on its behalf and, failing such appointment within 15 days, the Trustee shall be entitled to appoint such a person by written notice addressed to such party and delivered to such party. Nothing in this Paragraph shall affect the right of the Trustee to serve process in any other manner permitted by law. This clause applies to Proceedings in England and to Proceedings elsewhere.

Each of the Transaction Parties consents generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with such Proceedings including (without limitation) the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgement which is made or given in such Proceedings.

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To the extent that any Transaction Party may in any jurisdiction claim for itself or its assets or revenues immunity from suit, execution, attachment (whether in aid of execution, before judgement or otherwise) or other legal process and to the extent that such immunity (whether or not claimed) may be attributed in any such jurisdiction to the relevant Transaction Party or its respective assets or revenues, the relevant Transaction Party agrees not to claim and irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction.

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SCHEDULE 3

SELLER’S REPRESENTATIONS AND WARRANTIES

PART 1

CORPORATE REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller is a limited liability company incorporated under the laws of the State of Delaware, having its registered office at c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808 and with company registration number ###-###-#### and with full power and authority to own its property and assets and conduct its business as currently conducted by it.

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) which may have or may during the twelve months prior to the Closing Date have had a significant effect on the financial position or profitability of the Issuer or which may have a Material Adverse Effect on the Seller, any Relevant Transaction Document or any Assigned Rights.

No governmental or official investigation or inquiry concerning the Seller is, so far as the Seller is aware, progressing or pending or has been threatened which may have a Material Adverse Effect on the Seller, any Relevant Transaction Document or any Assigned Rights or which may have or may during the twelve months prior to or following the Closing Date have had a significant effect on the financial position of the Seller.

No Insolvency Event has occurred in respect of the Seller and no Insolvency Event in respect of the Seller will occur in consequence of the Seller entering into the Relevant Transaction Documents and performing its obligations thereunder.

The Seller has obtained and maintains in effect all authorisations, approvals, licences and consents required in connection with its business pursuant to any Requirement of Law and any Regulatory Direction applicable to the Seller in the United States of America and in each other jurisdiction in which the Seller carries on business.

The Seller’s centre of management of its interests and the place from which the Seller’s interests are administered on a regular basis is the United States of America.

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Since the date of the Seller’s incorporation there has been no adverse change nor any development or event involving a prospective adverse change in the condition (financial or otherwise), business, prospects, results of operations or general affairs of the Seller or the Seller’s group that is material in the context of its entry into, and performance of its obligations under, the Transaction Documents to which it is a party or the Assigned Rights.

There has been no breach of the representations and warranties given by the Seller under the Transaction Documents.

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PART 2

TRANSACTION DOCUMENT REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller has the requisite power and authority to enter into each Relevant Transaction Document and to undertake and perform the obligations expressed to be assumed by it therein.

All acts, conditions and things required to be done, fulfilled and performed in order:

have been done, fulfilled and performed and are in full force and effect or, as the case may be, have been effected, and no steps have been taken to challenge, revoke or cancel any such authorisation obtained or effected.

The Relevant Transaction Documents have been duly executed by the Seller.

The entry by the Seller into and the execution (and, where appropriate, delivery) of the Relevant Transaction Documents and the performance by the Issuer of its obligations under the Relevant Transaction Documents do not and will not conflict with or constitute a breach or infringement of any of the terms of, or constitute a default by the Seller under:

where such conflict, breach, infringement or default might have a Material Adverse Effect on the Seller, any Relevant Transaction Documents or any Assigned Rights.

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The obligations expressed to be assumed by the Seller under the Relevant Transaction Documents are legal and valid obligations, binding on it and enforceable against it in accordance with their terms, except:

The Relevant Transaction Documents to which the Seller is a party have been entered into by the Seller in good faith for the benefit of the Issuer and on arms’ length commercial terms.

The Seller is not in breach of or default under any agreement, indenture, contract, mortgage, deed or other instrument to which it is a party or which is binding on it or any of its assets to an extent or in a manner which would be reasonably likely to have a Material Adverse Effect on the Seller, any Relevant Transaction Document or any of the Assigned Rights.

The Seller has complied with the terms of the Relevant Transaction Documents.

The Seller does not require the consent of any other party or the consent, licence, approval or authorisation of any Governmental Authority or the filing, recording or enrolling of any Transaction Document with any court or other authority in England in connection with the performance of the Relevant Transaction Documents by the Seller.

All Relevant Information supplied by the Seller to the Trustee in connection with the execution of the Relevant Transaction Documents and the performance of the obligations of the Issuer under the Relevant Transaction is true and accurate in all respects and is not misleading because of any omission or ambiguity or for any other reason.

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Sanctions Target: the Seller is not, nor, to the knowledge of the Issuer, any director, officer, agent, employee or affiliate of the Issuer is currently a Sanctions Target and will not lend, invest, contribute or otherwise make available the proceeds of the offering of the Notes to or for the benefit of any then-current Sanctions Target; and

Anti-corruption: neither the Seller nor, to the best of the knowledge of the Seller, any director, officer, agent, employee, affiliate of or person acting on behalf of the Issuer has engaged in any activity or conduct which would violate any applicable anti-bribery or anti-corruption law or regulation.

The Seller is not a holding company of a bank, a building society or a credit union, or a group undertaking of any such entities as such terms are defined in Part 1 of the Banking Act 2009.

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PART 3

ASSET REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents that the representations set out in Schedule 2 of the Repurchase Agreement are true and correct.

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SCHEDULE 4

SELLER COVENANTS

PART 1

CORPORATE COVENANTS OF THE SELLER

The Seller shall:

at all times carry on and conduct its affairs in a proper and efficient manner in compliance with any Requirement of Law and any Regulatory Direction from time to time in force in any jurisdiction in which it carries on business and in compliance with its constitutive documents;

obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorisations, approvals, licences and consents necessary under any Requirement of Law and any Regulatory Direction from time to time in force in any other applicable jurisdiction;

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PART 2

TRANSACTION DOCUMENT COVENANTS OF THE SELLER

The Seller shall:

at all times comply with and perform all its obligations under the Relevant Transaction Documents and use all reasonable endeavours to procure that the other Transaction Parties, other than the Trustee, comply with and perform all their respective obligations under the Relevant Transaction Documents;

preserve and/or exercise and/or enforce its rights under and pursuant to the Relevant Transaction Documents;

immediately notify the Issuer and the Trustee if the Seller becomes aware of any breach of the Seller Warranties or of any breach of any undertaking given by the Seller in any Relevant Transaction Documents;

perform any act required by any Requirement of Law or any Regulatory Direction to be performed, and so far as permitted by applicable law, execute such further documents and perform such further acts as may be incidental to, or necessary in the opinion of the Trustee to give effect to, the Relevant Transaction Documents;

not until the Final Discharge Date, save to the extent permitted by the Relevant Transaction Documents or with the prior written consent of the Trustee:

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SCHEDULE 5

ISSUER’S REPRESENTATIONS AND WARRANTIES

PART 1

CORPORATE REPRESENTATIONS AND WARRANTIES OF THE ISSUER

The Issuer is duly incorporated in the Issuer Jurisdiction with limited liability under the Companies Acts, with its registered office and its head office at 8^th Floor 20 Farringdon Street, London, United Kingdom EC4A 4AB and with full power and authority to own its property and assets and conduct its business.

The Issuer has its “centre of main interests”, as that term is used in Article 3(1) of the Recast EU Insolvency Regulation, in the Issuer Jurisdiction.

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) which may have or may during the twelve months prior to the Closing Date have had a significant effect on the financial position or profitability of the Issuer or which may have a Material Adverse Effect on the Issuer, any Relevant Transaction Document or any Assigned Rights.

No Insolvency Event has occurred in respect of the Issuer and no Insolvency Event will occur in consequence of the Issuer entering into the Transaction Documents to which it is expressed to be a party.

The Issuer is a company which is and has, since incorporation, been resident for tax purposes solely in the Issuer Jurisdiction.

The Issuer’s management, the places of residence of the directors of the Issuer and the place at which meetings of the board of directors of the Issuer are held are all situated in the Issuer Jurisdiction.

The Accounting Reference Date of the Issuer is 31 May.

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The Issuer has no “establishment”, as that term is used in Article 2(10) of the Recast EU Insolvency Regulation or branch or office in any jurisdiction, no subsidiaries, no employees and no premises.

No Encumbrance exists over or in respect of any asset of the Issuer which would rank in priority to or pari passu with the Security.

The Issuer has not engaged in any activities since its incorporation other than:

No Financial Statements for the Issuer have been prepared for the period since its incorporation.

In respect of the Closing Date (or thereafter as permitted under the Transaction Documents) the Issuer has not paid any dividends or made any distributions since incorporation.

Since the date of its incorporation there has been no adverse change in the financial position or prospects of the Issuer that is material in the context of the issue of the Notes or the Residual Certificates.

The Issuer has obtained and maintained in effect all authorisations, approvals, licences and consents required in connection with its business and the consummation of the transactions contemplated by the Relevant Transaction Documents pursuant to any Requirement of Law or any Regulatory Direction applicable to the Issuer in the Issuer Jurisdiction and in each other jurisdiction in which the Issuer carries on business.

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No governmental or official investigation or inquiry concerning the Issuer is, so far as the Issuer is aware, progressing or pending or has been threatened which may have a Material Adverse Effect on the Issuer, any Relevant Transaction Document, or any of the Assigned Rights or which may have or may during the twelve months prior to the Closing Date have had a significant effect on the financial position of the Issuer.

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PART 2

TRANSACTION DOCUMENT REPRESENTATIONS AND WARRANTIES OF THE ISSUER

The Issuer has the requisite power and authority to:

and to undertake and perform the obligations expressed to be assumed by it therein.

All acts, conditions and things required to be done, fulfilled and performed in order:

have been done, fulfilled and performed and are in full force and effect or, as the case may be, have been effected, and no steps have been taken to challenge, revoke or cancel any such authorisation obtained or effected.

The Relevant Transaction Documents have been duly executed by the Issuer.

The entry by the Issuer into and the execution (and, where appropriate, delivery) of the Relevant Transaction Documents, the issue of Notes and the Residual Certificates and, if required to be executed and delivered, the Definitive Notes in respect of the Notes and the Definitive Residual Certificates in respect of the Residual Certificates and the performance by the Issuer of its obligations under the Relevant Transaction Documents, the issue of the Notes and such Definitive Notes and the Residual Certificates and such Definitive Residual Certificates do not and will not conflict with or constitute a breach or infringement of any of the terms of, or constitute a default by the Issuer under:

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The obligations expressed to be assumed by the Issuer under the Relevant Transaction Documents (other than the Notes and the Residual Certificates) are legal and valid obligations, binding on it and enforceable against it in accordance with their terms, except:

The Note Certificates will, upon execution, due authentication and delivery, constitute legal and valid obligations, binding on it and enforceable against it in accordance with their terms, except:

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The Relevant Transaction Documents to which the Issuer is a party have been entered into by the Issuer in good faith for the benefit of the Issuer and on arms’ length commercial terms.

The Issuer is not in breach of or default under any agreement, indenture, contract, mortgage, deed or other instrument to which it is a party or which is binding on it or any of its assets to an extent or in a manner which would be reasonably likely to have a Material Adverse Effect on the Issuer, any Relevant Transaction Document, any of the Assigned Rights or the Notes.

The Issuer has complied with the terms of the Relevant Transaction Documents.

The Deed of Charge validly creates the Encumbrances in respect of the assets of the Issuer which it purports to create and with the ranking specified in the Deed of Charge.

The Encumbrances created by the Deed of Charge are legal and valid obligations, binding on it and enforceable against it in accordance with their respective terms and not liable to be avoided or otherwise set aside in the event of any Insolvency Event in relation to the Issuer.

The claims of the Secured Creditors against the Issuer will rank in priority to the claims of unsecured creditors of the Issuer as provided in the Deed of Charge.

The Issuer does not require the consent of any other party or the consent, licence, approval or authorisation of any Governmental Authority or the filing, recording or

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enrolling of any Transaction Document with any court or other authority in England in connection with the creation and issue of the Notes and the Residual Certificates, or the entering into or performance of the Relevant Transaction Documents other than the Required Consents in relation to the Issuer which have not been revoked or suspended and which are in full force and effect and the Issuer has complied with any conditions which apply to the Required Consents in relation to the Issuer.

The Issuer is not aware of any circumstance which indicates that any Required Consent of the Issuer is likely to be terminated or revoked or not renewed.

Under the laws of the Issuer Jurisdiction, it is not necessary that any stamp, registration or similar tax be paid on or in relation to the Relevant Transaction Documents or any of them.

Under the laws of the Issuer Jurisdiction the Issuer will not be required to make any Tax Deduction from any payment it may make under the Notes, the Residual Certificates or any Relevant Transaction Documents (including interest accruing after a payment default), subject to, in the case of manufactured payments under the Repurchase Agreement, the Issuer having received a direction given by the Commissioners of Revenue & Customs under Regulation 2 of the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 (SI 1970/488) with respect to such payments.

All Relevant Information supplied by the Issuer to the Trustee in connection with the execution of the Relevant Transaction Documents and the issue of the Notes and of the Residual Certificates and the performance of the obligations of the Issuer under the Relevant Transaction Documents and in respect of the Notes and of the Residual Certificates is true and accurate in all respects and is not misleading because of any omission or ambiguity or for any other reason.

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The Listing Document contains all such information as is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and of the rights attaching to the Notes.

Applications have been made or will be made within 5 Business Days of the Closing Date for each class of Notes to be admitted to listing on the Official List of TISE.

No Potential Note Event of Default or Note Event of Default has occurred.

On the Closing Date, the Issuer will be the beneficial owner of the Securities Portfolio to be acquired by it on the Closing Date pursuant to the Repurchase Agreement.

Sanctions Target: the Issuer is not, nor, to the knowledge of the Issuer, any director, officer, agent, employee or affiliate of the Issuer is currently a target of any economic sanctions administered by the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”) or any other US, EU, United Nations or UK economic sanctions (“Sanctions Target”) and will not lend, invest, contribute or otherwise make available the proceeds of the offering of the Notes to or for the benefit of any then-current Sanctions Target; and

Anti-corruption: neither the Issuer nor, to the best of the knowledge of the Issuer, any director, officer, agent, employee, affiliate of or person acting on behalf of the Issuer has engaged in any activity or conduct which would violate any applicable anti-bribery or anti-corruption law or regulation.

The Issuer is not a holding company of a bank, a building society or a credit union, or a group undertaking of any such entities as such terms are defined in Part 1 of the Banking Act 2009.

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SCHEDULE 6

ISSUER COVENANTS

PART 1

CORPORATE COVENANTS OF THE ISSUER

The Issuer shall:

cause to be prepared in respect of each of its financial years, Financial Statements in such form as will comply with the requirements for the time being of the Companies Acts;

as soon as the same become available, but in any event by the Accounts Final Delivery Date, deliver to the Servicer and the Trustee two copies of its Financial Statements for such financial year and deliver to the Servicer and the Trustee as soon as practicable following the issue or giving of the same two copies of every balance sheet, profit and loss account, source and application of funds statement (if any), report or other notice, statement, circular or document issued or given to any holder of securities or creditors generally of the Issuer;

on the Calculation Date immediately preceding each anniversary of the Closing Date and otherwise forthwith on request by the Trustee deliver a certificate signed by two directors of the Issuer stating that no Note Event of Default or Potential Note Event of Default has occurred (or, if such is not the case, specifying the particulars of any Note Event of Default);

at all times carry on and conduct its affairs in a proper and efficient manner in compliance with any Requirement of Law and any Regulatory Direction from time to time in force in the Issuer Jurisdiction or in any other jurisdiction in which it carries on business and in compliance with its constitutive documents;

obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorisations, approvals, licences and consents necessary under any Requirement of Law and any Regulatory Direction from time to time in force in the Issuer Jurisdiction or in any other applicable jurisdiction;

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deliver to the Trustee (with a copy to the Servicer) on the Closing Date and thereafter upon any change of the same, a list of Authorised Signatories of the Issuer together with a specimen signature of each Authorised Signatory;

maintain its registered office, its head office and its “centre of main interests”, as that term is used in Article 3(1) of the Recast EU Insolvency Regulation, in England and will not move such offices to another jurisdiction;

hold all meetings of the board of directors of the Issuer in the United Kingdom and not hold any such meeting outside the United Kingdom and procure that the Issuer’s management, the places of residence of the directors of the Issuer and the place where the Issuer effects its central management and decision making are all, at all times, situated in the United Kingdom;

not establish any “establishment”, as that term is used in Article 2(10) of the Recast EU Insolvency Regulation, outside of England.

not until after the Final Discharge Date, save to the extent permitted by the Relevant Transaction Documents or with the prior written consent of the Trustee:

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PART 2

TRANSACTION DOCUMENT COVENANTS OF THE ISSUER

The Issuer shall:

at all times comply with and perform all its obligations under the Relevant Transaction Documents and the Notes and Residual Certificates and use all reasonable endeavours to procure that the other Transaction Parties, other than the Trustee, comply with and perform all their respective obligations under the Relevant Transaction Documents;

preserve and/or exercise and/or enforce its rights under and pursuant to the Notes, the Residual Certificates and the Relevant Transaction Documents;

upon reasonable notice, during normal business hours allow the Trustee and any persons appointed by the Trustee access to such books of account and other business records as relate to the Assigned Rights or the Benefit of the Assigned Rights as the Trustee or any such persons may reasonably require;

at all times give to the Trustee such information, opinions, certificates and other evidence as the Trustee and any persons appointed by the Trustee shall reasonably require (and which it is reasonably practicable to produce) for the purposes of the discharge of the duties, trusts, powers, authorities and discretions vested in the Trustee by or pursuant to the Trust Deed or any other Relevant Transaction Document;

immediately notify the Servicer, the Trustee if the Issuer becomes aware of any breach of the Issuer Warranties or of any breach of any undertaking given by the Issuer in any Relevant Transaction Documents;

if any legal proceedings are instituted against it by any of its creditors or in respect of any of the Assigned Rights, including any litigation or claim calling into question in any material way the Issuer’s interest therein, immediately:

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if the Trustee so requires the Issuer will join in any legal proceedings brought by the Trustee against any person;

perform any act required by any Requirement of Law or any Regulatory Direction to be performed, and so far as permitted by applicable law, execute such further documents and perform such further acts as may be incidental to, or necessary in the opinion of the Trustee to give effect to, the Relevant Transaction Documents;

deliver notice to the Trustee forthwith upon becoming aware of any Note Event of Default or Potential Note Event of Default without waiting for the Trustee to take any further action;

not create or permit to subsist any Encumbrance in respect of the Issuer Accounts or any assets of the Issuer other than pursuant to the Deed of Charge;

not until the Final Discharge Date, save to the extent permitted by the Relevant Transaction Documents or with the prior written consent of the Trustee:

effect all Required Consents in respect of the Issuer and file, record or enrol each Relevant Transaction Document required to be filed, recorded or enrolled with any court or other authority in England and ensure that such Required Consents and such other filings, recordings or enrolments are at all times maintained in accordance with any applicable Requirement of Law or Regulatory Direction.

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PART 3

ASSET COVENANTS OF THE ISSUER

The Issuer shall:

maintain, or procure that the Servicer maintains, clear and unambiguous records and books of account in respect of the Assigned Rights and all amounts received in respect of the Assigned Rights;

promptly notify the Servicer and the Trustee if the Issuer receives, after the Closing Date in respect of any Assigned Rights, any notice of any litigation in relation to any of such Assigned Rights including any litigation or claim calling into question in any material way the Issuer’s interest in any Assigned Rights;

if reasonably required to do so by the Servicer or the Trustee, participate in or join in and lend its name to, and take such other steps as may be required by the Servicer or the Trustee (as the case may be) in relation to any action (through the courts or otherwise) relating to any Assigned Rights after the Closing Date in respect of such Assigned Rights, including participation in any legal proceedings to the extent necessary for defending or contesting any litigation in relation to such Assigned Rights including any litigation or claim calling into question the Issuer’s interest in any such Assigned Rights;

at all times own and exercise its rights in respect of the Assigned Rights and its interest in the Assigned Rights and perform and comply with its obligations in respect of the Assigned Rights under the terms of the Relevant Transaction Documents;

perform any act incidental to or necessary in connection with the other covenants contained in Part 1, Part 2 and Part 3 of this Schedule 6 or any act required by any law, regulation or order of any court to be performed; and

not until the Final Discharge Date, save to the extent permitted by the Transaction Documents, permit any person other than the Issuer and the Trustee to have any interest in the Assigned Rights.

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PART 4

COVENANTS OF THE ISSUER IN RESPECT OF THE NOTES

The Issuer shall:

upon receiving a written request from the Trustee, and subject to the Registrar providing the Issuer with the necessary information it has available to in accordance with the Transaction Documents, deliver to the Trustee a certificate of the Issuer (signed on its behalf by two Authorised Signatories) setting out the total number and aggregate Principal Amount Outstanding of the outstanding Notes which:

send or procure to be sent to the Trustee not less than three days prior to the date of publication, for the Trustee’s approval, one copy of each notice to be given to the Noteholders in accordance with the Conditions and not publish such notice without such approval and, upon publication, send to the Trustee a copy of such notice (such approval, unless so expressed, not to constitute approval of such notice for the purposes of Section 21 of the FSMA), provided that this Paragraph shall not apply to the submission of the Issuer’s Financial Statements with The International Stock Exchange;

procure that the Paying Agent notifies the Trustee forthwith if it does not, on or before the due date for payment in respect of the Notes, receive unconditionally the full amount in Sterling, euro or U.S. dollars of the monies payable on such due date on all such Notes;

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if unconditional payment to the Paying Agent or the Trustee of any sum due in respect of the Notes is made after the due date for such payment, forthwith give notice to the Noteholders in accordance with the Conditions that such payment has been made;

not less than the number of days specified in the relevant Conditions prior to the redemption or repayment date in respect of any Note, give to the Trustee notice in writing of the amount of such redemption or repayment pursuant to the Conditions;

if the Issuer gives notice to the Trustee that it intends to redeem the Notes pursuant to Condition 8.3 (Optional Redemption in whole for taxation reasons) prior to giving such notice to the Noteholders, provide such information to the Trustee as the Trustee requires in order to satisfy itself of the matters referred to in those Conditions;

promptly give notice to the Trustee:

and take such action as may be required by the Trustee in respect thereof; and

give not less than 14 days prior notice to the Noteholders in accordance with the Notices Condition of any future appointment or any resignation or removal of any Agent or of any change by any Agent of its Specified Office.

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SCHEDULE 7

SECURITISATION REGULATION COVENANTS OF THE ISSUER, THE SELLER AND THE SERVICER

The Seller as the originator and the Issuer as the SSPE (each for the purposes of the Securitisation Regulation) have agreed that the Issuer shall act as the ‘designated entity’ for the purposes of Article 7(2) of the Securitisation Regulation and will either fulfil such requirements itself or shall procure that such requirements are complied with on its behalf.

The Seller represents that the information contained in the transaction summary provided in accordance with Article 7(1)(c) of the Securitisation Regulation on or around the Closing Date to the Class A Noteholder and the Class B Noteholder is true and accurate in all material aspects.

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SCHEDULE 8

NOTICE DETAILS

The address referred to in Paragraph 18 (Notices) of the Common Terms is:

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