ISE - The Irish Stock Exchange plc

07/04/2019 | Press release | Distributed by Public on 07/04/2019 10:17

Notice to Noteholders Series 234

Special Conditions:

(I) Reference Obligations Liquidation

Nine Business Days prior to (a) the Maturity Date or (b) an Early Unwind Date, as applicable, the Noteholder Representative, or a third party appointed by the Noteholder Representative (with respect to such third party only, subject to completion of the relevant onboarding and know-your-client processes to the satisfaction of the Issuer, the Collateral Agent or the Swap Counterparty, as applicable, and provided that there is no legitimate reason preventing the Issuer, the Collateral Agent or the Swap Counterparty to transact with such third party), shall have the right to purchase all the Reference Obligations in the Reference Portfolio from the Issuer, the Collateral Agent and/or the Swap Counterparty, as applicable, at such purchase price(s) determined by the Noteholder Representative (or such third party) provided that the aggregate of such purchase price(s) would result in the hypothetical Net Liquidation Proceeds or the Early Redemption Amount, as the case may be, being greater than zero (as determined by the Calculation Agent).

Any purchase in accordance with the above paragraph shall be settled on the day falling eight Business Days prior to the Maturity Date or the Early Unwind Date, as applicable, and the proceeds from the sale of such Reference Obligations received by the Issuer, the Collateral Agent and/or the Swap Counterparty, as applicable, net of any costs incurred by the Issuer, the Collateral Agent and/or the Swap Counterparty, as applicable, in relation to such sale and any stamp duty, taxes or fees incurred in connection with such sale shall be deemed to be sale proceeds for the purpose of determining the Net Liquidation Proceeds or the Early Redemption Amount, as applicable, and for the avoidance of doubt, this should be without double counting of both sub-paragraph (i)(b) and sub-paragraph (i)(c) of the definitions of both Net Liquidation Proceeds and Early Redemption Amount.

If the Noteholder Representative does not exercise its purchase right in accordance with the paragraph above, or cannot take delivery of all or some Reference Obligations or fails to settle the purchase in accordance with the paragraph above (any such occurrence, an 'Auction Trigger Event'), the Issuer and, pursuant to the Charged Agreement, the Swap Counterparty shall, as applicable, follow the process set out in Special Condition (II) (Reference Obligation Auction Liquidation Process) below in connection with the realisation of the Reference Obligations (a 'Liquidation Auction') for the purpose of determining the sale proceeds of the Reference Obligations not purchased by the Noteholder Representative (such Reference Obligations 'Remaining Reference Obligations').

Pursuant to the terms of the Charged Agreement, the Swap Counterparty has agreed to the foregoing.

No interest or other amount shall accrue or be payable in respect of the Notes subject to redemption in connection with the period from and including the Maturity Date or Early Unwind Date, as applicable, up to and including the Reference Obligations Valuation Date.

The security created pursuant to the Trust Deed in respect of any such Reference Obligations comprised in the Charged Assets shall automatically be released to the extent required in connection with any such liquidation or sale pursuant to this Special Condition.

(II) Reference Obligations Liquidation Auction Provision

Following the occurrence of an Auction Trigger Event, on the fifth Business Day prior to the Maturity Date or the Early Unwind Date, as applicable, the Collateral Agent (in respect of the Remaining Reference Obligations credited to the Collateral Account) and the Swap Counterparty (in respect of the Remaining Reference Obligations delivered to it by the Issuer) (or, in each case, a third party instructed by the Collateral Agent and/or the Swap Counterparty, as applicable, to act on its behalf) will seek firm bid prices from (i) at least three independent dealer selected by the Collateral Agent or the Swap Counterparty, as applicable (or by such third party on its respective behalf), at its commercially reasonable discretion, and (ii) UBS AG, London Branch or its affiliates. Each of the Collateral Agent, the Swap Counterparty and any appropriately appointed third party, being an 'Auction Runner'.

The relevant Remaining Reference Obligations credited to the Collateral Account will be sold immediately by the Issuer (or the Collateral Agent on behalf of the Issuer) to the relevant highest auction bidder (the 'Auction Bidder'). The relevant Remaining Reference Obligations delivered to it by the Issuer will be sold immediately by the Swap Counterparty to the relevant highest auction bidder.

For the avoidance of doubt, where all the Auction Runners would otherwise be the same legal entity, only a single auction in connection with the foregoing process need be held in respect of all of the Remaining Reference Obligations.

If, for any reason, an Auction Runner, is not able to obtain firm bid prices for the full notional amount of one or more Remaining Reference Obligations for which it is conducting the applicable auction in accordance with the foregoing provisions, the auction process will be repeated in respect of such Remaining Reference Obligations until the earlier of (i) the date on which firm bid quotes for the full notional amount of all Remaining Reference Obligations have been obtained by such Auction Runner, and (ii) the date falling 15 Business Days after the date of the first auction (the 'Final Auction Date').

If no firm bid prices have been obtained by an Auction Runner for portions of Remaining Reference Obligations by the Final Auction Date, the applicable Auction Runner shall notify the Noteholder Representative within two Business Days following the Final Auction Date and the Noteholder Representative shall have the right to purchase all such portions of Remaining Reference Obligations from the Issuer, the Collateral Agent and/or the Swap Counterparty, as applicable, provided that the aggregate purchase price would result in the hypothetical Net Liquidation Proceeds or the Early Redemption Amount, as the case may be, being an amount greater than zero (the 'Noteholder Final Portfolio Purchase Option'). Where the Noteholder Representative intends to exercise such Noteholder Final Portfolio Purchase Option, the Noteholder Representative shall be required to notify the Collateral Agent and the Swap Counterparty of such intention and the relevant aggregate purchase price on the Business Day immediately following such notice from the Auction Runner. If the Noteholder Representative does not provide such notice by such Business Day, it shall be deemed that the Noteholder Representative is not exercising the Noteholder Final Portfolio Purchase Option.

If the Noteholder Representative:

(a) exercises the Noteholder Final Portfolio Purchase Option, such purchase shall be settled on the fifth Business Day following the Final Auction Date;

(b) does not exercise the Noteholder Final Portfolio Purchase Option, the liquidation proceeds of such portion of Remaining Reference Obligations shall be deemed to be zero.

On the seventh Business Day following such the Final Auction Date, the Swap Counterparty shall deliver the Net Liquidation Proceeds or the Early Redemption Amount (as the case may be) to the Issuer (such date, the 'Reference Portfolio Valuation Date').

All communications with the Noteholder Representative in connection with the foregoing shall be in such form and given in such manner as separately agreed by the Calculation Agent, on behalf of the Issuer, and the Swap Counterparty with the Noteholder Representative. None of the Issuer, the Trustee, the Custodian, the Registrar, any of the Agents or any other party shall have any liability or any responsibility for any determination, action, inaction or bid price made or given by the Noteholder Representative pursuant to this Special Condition (II) (Reference Obligations Liquidation Auction Provision).

The security created pursuant to the Trust Deed in respect of any such Reference Obligations comprised in the Charged Assets shall automatically be released to the extent required in connection with any such liquidation or sale pursuant to this Special Condition.

(III) Substitution of Reference Obligations

(a) Noteholder Representative Substitution

The Noteholder Representative shall be entitled to deliver a Substitution Notice to the Collateral Agent to request the substitution (a 'Substitution') of one or more Reference Obligations up to five (5) Business Days prior to the final Maturity Date to occur in respect of the Note (unless otherwise mutually agreed between the Noteholder Representative and the Collateral Agent) and in connection therewith, upon receipt of such Substitution Notice, the Collateral Agent shall be entitled to give such instructions to the Custodian and any other party as it determines necessary to give effect to such Substitution in accordance with this Special Condition.

Notwithstanding any other provisions herein, the maximum number of Substitution Notices that may be delivered by the Noteholder Representative in accordance with this sub-paragraph (a) shall be 5 for each twelve month period starting from the Issue Date, unless otherwise agreed by the Noteholder Representative and the Collateral Agent, acting on behalf of the Issuer (and for the avoidance of doubt (a) each Substitution Notice may include one or more Substituted Portfolio Assets and/or one or more New Portfolio Assets and (b) Substitutions requested for the purposes of removing any Affected Assets from the Reference Portfolio or any cash credited to the Cash Portfolio as a result of any and all principal payments in respect of any Reference Obligations are excluded from the foregoing limit. Further, if the Collateral Agent does not give Consent to the proposed Substitution, such proposed Substitution shall be excluded from the foregoing limit.

The provisions of sub-paragraph (c) below shall apply to any such Substitution.

(b) Swap Counterparty Substitution

Pursuant to the Charged Agreement and these Terms of the Notes, the Swap Counterparty shall have the right to give a Substitution Request Notice to the Noteholder Representative at any time provided that:

(i) the Proposed Substitution therein is required to comply with any law, regulation or court or other judicial order applicable to the Swap Counterparty;

(ii) the Substituted Portfolio Asset is a Reference Obligation which has been, or is expected to be, prepaid, repaid or redeemed prior to its scheduled maturity date; or

(iii) the Substituted Portfolio Asset is any Defaulted Reference Obligation,

(the Substituted Portfolio Asset in respect of any such Proposed Substitution relating to such Substitution Request Notice, an 'Affected Asset').

Upon delivery of any Substitution Request Notice by the Swap Counterparty in accordance with the preceding paragraph and subject to the remainder of this Special Condition paragraph (b) and paragraph (c), the Noteholder Representative shall, within two (2) Business Days of such delivery, give a Substitution Notice in writing to the Collateral Agent and effect a substitution (a 'Substitution') subject to and in accordance with the terms of this Special Condition.

If the Noteholder Representative fails to deliver a Substitution Notice to the Collateral Agent in accordance with the foregoing, or the Issuer, or the Collateral Agent, on behalf of the Issuer, does not give a Consent to such Substitution, or the Noteholder Representative fails to effect such Substitution in accordance with paragraph (c) below, the Collateral Agent, acting on behalf of the Issuer, shall have the right to liquidate, or to instruct a third party to liquidate, the Affected Asset (an 'Affected Asset Liquidation') in accordance with the following:

(i) the Collateral Agent, acting on behalf of the Issuer, shall notify the Noteholder Representative of its intention to effect an Affected Asset Liquidation;

(ii) the Notehholder Representative shall have the right to purchase the full notional amount of the Affected Asset included in the Reference Portfolio at its then prevailing market value (including any accrued and unpaid interest) determined by the Calculation Agent, by notifying the Collateral Agent (an 'Affected Asset Purchase Notification') on the Business Day immediately following the notification set out in item (i) above;

(iii) if the Noteholder Representative delivers an Affected Asset Purchase Notification in accordance with item (ii) above, the Collateral Agent, acting on behalf of the Issuer, shall sell or procure a third party to sell the Affected Asset to the Noteholder Representative within 5 Business Days after such Affected Asset Purchase Notification; and

(iv) if the Noteholder Representative does not deliver an Affected Asset Purchase Notification in accordance with item (ii) above, the Collateral Agent, acting on behalf of the Issuer, shall request, either directly or via a third party, firm bid prices for the notional amount of such Affected Asset included in the Reference Portfolio (each a 'Quotation') from three dealers in respect of the relevant Reference Obligation. The Affected Asset shall be sold immediately to the dealer providing the highest Quotation. In the case where no Quotation is available, the Collateral Agent shall repeat the above process until the earlier of (i) the date on which a Quotation is obtained or (ii) the date falling 15 Business Days after the date the first Quotation request was requested. If no Quotations have been obtained by such date, the market value of the Affected Asset shall be zero.

The proceeds of any such Affected Asset Liquidation (which, for the avoidance of doubt, shall include any proceeds from the prepayment, repayment or redemption of the Affected Asset)shall form part of the Cash Portfolio.

(c) Substitution Settlement

Upon receipt of a Substitution Notice in accordance with either paragraph (a) or (b) of this Special Condition, the Issuer, or the Collateral Agent on behalf of the Issuer, shall have the right to consent in writing to such Substitution to the Noteholder Representative and the Swap Counterparty in its commercially reasonable discretion (a 'Consent' in respect of such Substitution) within 3 Business Days after receipt of such Substitution Notice.

Where the Collateral Agent provides such Consent in respect of a Substitution, within five Business Days of giving such Consent:

(i) the Noteholder Representative shall, or shall procure a third party to, transfer the New Portfolio Assets (if any) to, or to the order of, the Issuer, and

(ii) the Collateral Agent shall:

a. transfer, or procure a third party to transfer, the Substituted Portfolio Assets (if any) to the Noteholder Representative; and

b. provide in writing to the Noteholder Representative, copied to the Issuer and the Trustee, the Reference Obligation Stop Loss Trigger (as determined and notified to the Issuer and the Collateral Agent by the Swap Counterparty pursuant to the Charged Agreement) and the 'Leverage Amount Substitution Adjustment', being the increase or the decrease in the Leverage Amount as a result of the proposed substitution due to changes in the termination amount of the Notional Swap Transaction. The Leverage Amount Substitution Adjustment will be determined based on the cashflows of the New Portfolio Assets pursuant to the Notional Swap Transaction and the cashflows of the relevant Substituted Portfolio Assets pursuant to the Notional Swap Transaction, summed in the case of a Substitution Request Notice that relates to more than one substitution.

Any such deliveries of Substituted Portfolio Assets or New Portfolio Assets shall be made free of payment through CMU Service, Euroclear, Clearstream, DTC or as otherwise agreed by the Noteholder Representative and the Collateral Agent.

The security created pursuant to the Trust Deed shall automatically be released in order to enable the substitution of any Substituted Portfolio. Any New Portfolio Assets being substituted for the Substituted Portfolio Assets shall, once delivered, transferred or assigned to the Custodian (on behalf of the Issuer) shall be subject to the security created pursuant to the Trust Deed.

Notwithstanding the foregoing, any Substitution shall be subject to compliance with all relevant laws, regulations and directives, to the terms of the Substituted Portfolio Assets and the New Portfolio Assets and to the Swap Counterparty paying any costs and expenses (including, without limitation, any stamp duty or other tax) payable in connection with such Substitution.

The Trustee shall not be liable to the Issuer, the Noteholders, the Noteholder Representative or any other person nor shall the Issuer be liable to the Trustee, any Noteholder, the Noteholder Representative or any other person for any loss arising from any arrangement referred to or otherwise from the operation of the foregoing.

None of the Issuer, the Trustee, the Custodian, the Registrar or any Agent shall be under any obligation to ensure that the Noteholder Representative (if any) complies with any of the requirements regarding substitutions provided in this Special Condition and/or the Charged Agreement and shall have no liability or responsibility to any Noteholder or any other person in respect of any loss suffered or incurred as a result of any substitution effected or which is not effected pursuant to this Special Condition.

(IV) Top-up Provision

On any Business Day, the Noteholder Representative shall be entitled to exercise its 'Election Right' to reduce the effective leverage of the Notes by paying to the Swap Counterparty (to an account specified by the Swap Counterparty) an amount in USD (an 'Election Payment'); provided that, if any Election Payment is made after an Early Redemption Event has occurred, then such Election Payment will not be effective and shall be repaid (net of any reasonable expenses actually incurred by the relevant parties relating to the repayment only) to the Noteholder Representative as soon as reasonably practicable after provision to the Swap Counterparty and the Calculation Agent by the Noteholder Representative of such details as may be required by the Swap Counterparty and Calculation Agent (as determined in their sole and absolute discretion) to make such payment to the Noteholder Representative outside the clearing systems.

The amount of each Election Payment shall not be less than 12.5% of the then prevailing Aggregate Nominal Amount.

Prior to making an Election Payment, the Noteholder Representative shall agree with the Swap Counterparty on (i) an amount by which the Leverage Amount shall be reduced, and (ii) a revised Note Market Value Stop Loss Trigger, and both the reduced Leverage Amount and Note Market Value Stop Loss Trigger shall become effective upon receipt of the Election Payment by the Swap Counterparty.

No interest shall accrue in respect of any Election Payments made by the Noteholder Representative.

None of the Issuer, the Trustee, the Custodian, the Registrar or any Agent shall be under any obligation to ensure that the Noteholder Representative (if any) complies with any of the requirements regarding the exercise of any Election Right provided in this Special Condition and/or the Charged Agreement and shall have no liability or responsibility to any Noteholder or any other person in respect of any loss suffered or incurred as a result of any exercise or lack of exercise of any Election Right pursuant to this Special Condition.

(V) Top-Down Provision

On any Business Day, the Noteholder Representative shall be entitled to submit a request to the Issuer and the Swap Counterparty (a 'Top-Down Amount Request') that the Issuer (or the Collateral Agent on the Issuer's behalf) pays an amount of cash in USD to the Noteholder Representative (for onward payment to the Noteholders) through the clearing systems (such amount, a 'Top-Down Amount') on a date specified by the Noteholder Representative in such Top-Down Amount Request (which such date shall be no more than 5 Business Days following the date of such Top-Down Amount Request) (a 'Top-Down Amount Payment Date').

Unless the Swap Counterparty expressly consents to a Top-Down Amount Request, the Swap Counterparty's consent in respect of such request shall be deemed to have not been given.

The payment of any Top-Down Amount in connection with any Top-Down Amount Request shall be subject to the consent of the Swap Counterparty, acting in good faith and in a commercially reasonable manner.

Prior to making payment of a Top-Down Amount, the Noteholder Representative shall agree with the Swap Counterparty on (i) an amount by which the Leverage Amount shall be increased, and (ii) a revised Note Market Value Stop Loss Trigger, and both the increased Leverage Amount and Note Market Value Stop Loss Trigger shall become effective upon delivery of the Top-Down Amount by the Issuer (or the Collateral Agent on the Issuer's behalf).

Pursuant to the provisions of the Charged Agreement, in connection with the obligation of the Issuer (or the Collateral Agent on the Issuer's behalf)to pay a Top-Down Amount to the Noteholders on a Top-DownAmount Payment Date, the Swap Counterparty shall pay an amount equal to such Top-DownAmount to the Issuer on the day falling 2 Business Days prior to such Top-DownAmount Payment Date.

(VI) Deleveraging Provision

Provided that such exercise would not cause a breach of the Deleveraging/Releveraging Limit, theNoteholder Representative has the right, on any Business Day, to submit a request to the Collateral Agent for an order (a 'Sale Order') to sell Reference Obligations (each, a 'Selected Reference Obligations'). Any such request (a 'Deleveraging Request') shall be in writing, substantially in the form acceptable to the Collateral Agent, and shall be delivered to the Collateral Agent who shall then forward such Deleveraging Request to the Swap Counterparty, the Issuer, the Trustee and the Custodian. Any Deleveraging Request shall be required to specify:

(i) the applicable principal amounts (or in respect of cash, the aggregate amount of such cash in its currency of denomination) of each Selected Reference Obligation;

(ii) in respect of securities only, the price level for each Selected Reference Obligation;

(iii) the duration of the Sale Order (or state that it is to remain outstanding until cancelled by the Noteholder Representative), provided that, in no circumstances, shall such duration exceed three Business Days; and

(iv) whether the Sale Order can be executed in part.

Following, subject to the consent of the Swap Counterparty (acting in good faith and in a commercially reasonable manner), execution of all or part of the Sale Order (which the Collateral Agent shall use reasonable efforts to effect on behalf of the Issuer, including in respect of giving any instructions to the Custodian or any other party as it determines necessary to effect such Sale Order), the Calculation Agent notionally or actually, as applicable, apply, the net sale proceeds (or in relation to Selected Reference Obligation that are comprised of cash, the aggregate amount of such cash) relating to such Sale Order to (x) decrease the amounts payable under the Charged Agreement to reflect the removal of such Selected Reference Obligations(s) from the Reference Portfolio(and the related decrease in coupons, amounts of interest and any other amounts, as applicable, to be received in respect of the Reference Portfolio) (and the Charged Agreement shall automatically be adjusted to reflect such changes, without the consent of the Issuer, the Swap Counterparty or any other party and without any documentation needing to be executed) and (y) decrease the Leverage Amount, all as mutually agreed by the Swap Counterparty and the Noteholder Representative acting in good faith and in a commercially reasonable manner, to reflect the consequence of such sale (any adjustments under (x) and (y), a 'Deleveraging Adjustment').

The date on which a Deleveraging Adjustment is effected is the 'DeleveragingEffectiveDate'.

The Collateral Agent shall procure that the delivery, transfer or assignment of any Selected Reference Obligations comprised in the Charged Assets to the relevant purchasers thereof (on behalf of the Issuer) and the charge or other security interest created by or pursuant to the Constituting Instrument in respect thereof shall automatically be released to enable such delivery.

Notwithstanding the foregoing, any such deleveraging shall be subject to compliance with all relevant laws, regulations and directives, to the terms of the Selected Reference Obligations and to the Noteholder Representative (or a third party selected by the Noteholder Representative) paying any costs and expenses (including, without limitation, any stamp duty or other tax) payable in connection with such deleveraging.

The Trustee shall not be liable to the Issuer, the Noteholders or any other person, nor shall the Issuer be liable to the Trustee, any Noteholder or any other person, for any loss arising from any arrangement referred to or otherwise arising from the operation of this Special Condition.

None of the Issuer, the Trustee, the Custodian, the Registrar or any Agent shall be under any obligation to ensure that the Noteholder Representative (or any third party selected by the Noteholder Representative) complies with any of the requirements regarding deleveraging provided in this Special Condition and/or the Charged Agreement and shall have no liability or responsibility to any Noteholder or any other person in respect of any loss suffered or incurred as a result of any substitution effected or which is not effected pursuant to this Special Condition.

(VII) Releverage Provision

Provided that such exercise would not cause a breach of the Deleveraging/Releveraging Limit, the Noteholder Representative has the right to (i) submit a request to the Collateral Agent to purchase, on behalf of the Issuer, additional securities (each, a 'Proposed Assets') (such process, a 'Purchase Order') and/or (ii) deliver some Reference Obligations and/or cash (comprised in the Cash Portfolio) on behalf of the Issuer to the Noteholders (a 'Proposed Assets Return', such Reference Obligations and/or cash being the 'Proposed Returned Assets').

Purchase Order

Any such request (a 'Proposed Asset Purchase Request') shall be in writing, substantially in the form acceptable to the Collateral Agent, and shall be delivered to the Collateral Agent who shall then forward such Proposed Asset Purchase Request to the Swap Counterparty, the Issuer, the Trustee and the Custodian. Any Proposed Asset Purchase Request shall be required to specify:

(i) the applicable principal amounts of each Proposed Asset;

(ii) the price level for each Proposed Asset;

(iii) the duration of the Purchase Order (or state that it is to remain outstanding until cancelled by the Noteholder Representative), provided that, in no circumstances, shall such duration exceed three Business Days; and

(iv) whether the Purchase Order can be executed in part.

Following, subject to the consent of the Swap Counterparty (acting in good faith and in a commercially reasonable manner), execution of all or part of the Purchase Order (which the Collateral Agent shall use reasonable efforts to effect on behalf of the Issuer, including in respect of giving any instructions to the Custodian or any other party as it determines necessary to effect such Purchase Order), the Calculation Agent notionally or actually, as applicable, apply, the net purchase consideration relating to such Purchase Order to (x) increase the amounts payable under the Charged Agreement to reflect the addition of such Proposed Asset(s) to the Reference Portfolio (and the related increased coupons, amounts of interest and any other amounts, as applicable, to be received in respect of the Reference Portfolio) (and the Charged Agreement shall automatically be adjusted to reflect such changes, without the consent of the Issuer, the Swap Counterparty or any other party and without any documentation needing to be executed) and (y) increase the Leverage Amount, all as mutually agreed by the Swap Counterparty and the Noteholder Representative acting in good faith and in a commercially reasonable manner, to reflect the consequence of such purchase (any adjustments under (x) and (y), a 'Purchase Order Adjustment').

The date on which a Purchase Order Adjustment is effected is the 'Purchase OrderEffectiveDate'. The Proposed Assets shall become Reference Obligations as soon as they are purchased by or on behalf of the Issuer.

The Collateral Agent shall procure that the delivery, transfer or assignment of any Proposed Assets to the Custodian (on behalf of the Issuer) to the extent applicable where they are to comprise Charged Assets and subject to the charge or other security interest created by or pursuant to the Constituting Instrument.

Proposed Asset Return

In respect of a Proposed Asset Return, subject to the consent of the Swap Counterparty in its sole and absolute discretion, the Noteholder Representative shall leave an order specifying the amount of each Proposed Returned Asset to be delivered and the delivery date (a 'Return Order').

Following, subject to the consent of the Swap Counterparty (acting in good faith and in a commercially reasonable manner), execution of all or part of the Return Order (which the Collateral Agent shall use reasonable efforts to effect on behalf of the Issuer, including in respect of giving any instructions to the Custodian or any other party as it determines necessary to effect such Return Order), the Calculation Agent shall notionally or actually, as applicable, apply, the net purchase consideration relating to such Return Order to (x) decrease the amounts payable under the Charged Agreement to reflect the removal of such Proposed Returned Asset(s) from the Reference Portfolio(and the related decrease in coupons, amounts of interest and any other amounts, as applicable, to be received in respect of the Reference Portfolio) (and the Charged Agreement shall automatically be adjusted to reflect such changes, without the consent of the Issuer, the Swap Counterparty or any other party and without any documentation needing to be executed) and (y) increase the Leverage Amount, all as mutually agreed by the Swap Counterparty and the Noteholder Representative acting in good faith and in a commercially reasonable manner (any adjustments under (x) and (y), a 'Asset Return Adjustment').

The date on which a Asset Return Adjustment is effected is the 'Asset Return OrderEffectiveDate'. The Proposed Returned Asset(s) shall cease being Reference Obligations as soon as they are delivered by or on behalf of the Issuer to the Noteholders.

The Collateral Agent shall procure that the delivery, transfer or assignment of any Proposed Returned Asset(s) comprised in the Charged Assets to the Noteholders (on behalf of the Issuer) and the charge or other security interest created by or pursuant to the Constituting Instrument in respect thereof shall automatically be released to enable such delivery.

Notwithstanding the foregoing, any such releveraging shall be subject to compliance with all relevant laws, regulations and directives, to the terms of the Proposed Returned Asset(s) and/or Proposed Assets (as applicable) and to the Noteholder Representative (or a third party selected by the Noteholder Representative) paying any costs and expenses (including, without limitation, any stamp duty or other tax) payable in connection with such releveraging.

The Trustee shall not be liable to the Issuer, the Noteholders or any other person, nor shall the Issuer be liable to the Trustee, any Noteholder or any other person, for any loss arising from any arrangement referred to or otherwise arising from the operation of this Special Condition.

None of the Issuer, the Trustee, the Custodian, the Registrar or any Agent shall be under any obligation to ensure that the Noteholder Representative (or any third party selected by the Noteholder Representative) complies with any of the requirements regarding releveraging provided in this Special Condition and/or the Charged Agreement and shall have no liability or responsibility to any Noteholder or any other person in respect of any loss suffered or incurred as a result of any substitution effected or which is not effected pursuant to this Special Condition.

(VIII) IRS Option

Pursuant to the Charged Agreement, the Swap Counterparty and the Noteholder Representative may agree, at any time, to enter into a USD fixed-to-floating interest rate swap (an 'IRS Transaction') to hedge the Leverage Interest Rate (the 'IRS Hedging Option'), and the terms of the IRS Transaction shall be as separately agreed between Swap Counterparty and the Noteholder Representative.

(IX) Calculations, Determinations and Notifications

Except where otherwise provided, any determination by the Calculation Agent or the Collateral Agent, as applicable, or exercise of discretion by the same Agent, shall be made by such Agent in good faith and in a commercially reasonable manner and shall be binding on the Issuer, the Noteholders, the Swap Counterparty, the Registrar, the Custodian, each other Agent and the Trustee in the absence of manifest error and unless provided in wilful default or bad faith.

In the event of (a) any purchase and cancellation of Notes pursuant to Condition 7(g) (Purchase) and Condition 7(j) (Cancellation) or item 7(ii) of the Terms, or (b) any issuance of Further Notes of this Series of Notes pursuant to Condition 16 (Further Issues) or item 7(ii) of the Terms or (c) any circumstance contemplated in item 7(ii) of the Terms generally or any of these Special Conditions, the Calculation Agent or Collateral Agent, as applicable, shall be entitled to make such adjustments to these Terms including, without limitation, in respect of the definitions of (i) Aggregate Nominal Amount, and (ii) Leverage Amount, as the Calculation Agent or Collateral Agent, as applicable, acting in good faith, determines necessary to reflect such purchase and cancellation of Notes or issuance of Further Notes or circumstance, as applicable and no consent of the Issuer, the Trustee, any other Agent, the Swap Counterparty or any Noteholder shall be required in connection with any such adjustments.

None of the Issuer, the Calculation Agent, the Swap Counterparty, the Custodian, the Registrar, the Principal Paying Agent, the Collateral Agent or the Trustee shall have any duty or responsibility to investigate or check whether any default or any other event in respect of the Charged Assets has occurred nor shall any of such persons (excluding the Swap Counterparty) have any duty or responsibility to investigate or check whether any UBS Default Event has occurred.

Each of the Issuer, the Swap Counterparty, the Collateral Agent, the Principal Paying Agent, the Custodian, the Registrar and the Trustee shall be entitled to rely on any certification, notification, calculation or determination of the Calculation Agent given or copied to it as being true and accurate for all purposes and none of them shall be obliged to make any investigation or enquiry into any such certification, notification, calculation or determination or into the basis on which such certification, notification, calculation or determination was prepared, given or made.

Each of the Issuer, the Swap Counterparty, the Calculation Agent, the Principal Paying Agent, the Custodian, the Registrar and the Trustee shall be entitled to rely on any certification, notification, calculation or determination of the Collateral Agent given or copied to it as being true and accurate for all purposes and none of them shall be obliged to make any investigation or enquiry into any such certification, notification, calculation or determination or into the basis on which such certification, notification, calculation or determination was prepared, given or made.

Each of the Issuer, the Swap Counterparty, the Collateral Agent, the Calculation Agent,the Principal Paying Agent, the Custodian, the Registrar and the Trustee shall be entitled to rely on any certification, notification, request, quote or determination or other action contemplated in these Terms purported to be given by or made by a Noteholder Representative as being true and accurate and as being validly given or made by a Noteholder Representative, as applicable, for all purposes contemplated in these Terms and none of them shall be obliged to make any investigation or enquiry into any such certification, notification, request or determination or other action or into the basis on which such certification, notification, request or determination or other action was prepared, given or made or the identity of the person or entity so giving or making it.

Any notices expressly contemplated as being given by the Noteholder Representative to the Issuer and/or the Calculation Agent and/or the Collateral Agent and/or the Swap Counterparty pursuant to the Terms must be provided by the Noteholder Representative to all of the following email addresses: [email protected], [email protected]and [email protected](and the Calculation Agent and/or the Collateral Agent shall provide a copy thereof to the Issuer separately).

In addition, to the extent that the Trustee is to be an addressee or cope of any such notice by a Noteholder Representative, such notice may be provided to the Trustee to the following email address: [email protected].

Any communication to the Trustee from a Noteholder Representative by email will only be effective upon written confirmation of receipt from the Trustee (for the avoidance of doubt an automatically generated 'received' or 'read' receipt will not constitute written confirmation).

(X) Voting Rights

Unless a UBS Default Event has occurred and such UBS Default Event is continuing, Condition 13(b) shall be amended in relation to the Notes by the deletion of the words 'or by an Extraordinary Resolution of the Noteholders' and the words 'or directed by an Extraordinary Resolution of the Noteholders' and by their replacement with the words 'or the Swap Counterparty' and the Trustee shall not exercise any rights in respect of the Charged Assets pursuant to Condition 13(b) without the prior written consent of the Swap Counterparty. The Swap Counterparty or the Trustee may direct the Custodian to, and the Custodian shall, exercise any such rights (at the cost of the Swap Counterparty) in such manner as the Swap Counterparty or the Trustee, as the case may be, may direct subject always (for the avoidance of any doubt) to the sentence of Condition 13(b) (as amended) commencing with the words 'If any such persons aforesaid'. The Swap Counterparty or the Trustee shall promptly notify the Issuer and the Trustee or the Swap Counterparty, as the case may be, of any such directions so given. In addition to the foregoing, Condition 13(b) shall be amended by the deletion of the words 'Notwithstanding the foregoing, if the Swap Counterparty is expressed to rank ahead of the Noteholders pursuant to Condition 4(d) and if any sum of money is or may become due to the Swap Counterparty pursuant to the Charged Agreement, the Issuer shall not act in accordance with the directions of the Trustee or of the Noteholders given as aforesaid in relation to the Charged Assets without the Issuer obtaining the prior written consent of the Swap Counterparty.'.

(XI) Discharge of Issuer's Obligations

Following the designation of an Early Unwind Date pursuant to item 22 above, upon any payment in full of the Early Redemption Amount in respect of the Notes on the Early Redemption Date, the Issuer's obligations under the Notes shall be cancelled and discharged in full (and, without limitation to the generality of the foregoing, the Issuer shall have no obligation to make any further payments in respect of the Notes) and the Noteholders in respect of the Notes shall have no further recourse to the Issuer or any other party in respect of the Notes.

(XII) Sale of Charged Assets

To the extent not otherwise provided in the Terms, following the designation of an Early Unwind Date pursuant to item 22 above or in connection with the Maturity Date or any delivery, sale, transfer or liquidation of any Charged Assets contemplated in the Terms, the security constituted by the Trust Deed over such Charged Assets shall be released to the extent required to enable the delivery, sale, transfer or liquidation of such Charged Assets pursuant to the provisions of the Terms and the payment of the proceeds of such sale to, or to the order of, the Swap Counterparty pursuant to the Charged Agreement or to such other person entitled to receipt thereof.

(XIII) Duties of Calculation Agent, Collateral Agent and Substitution Agent

Each of the Calculation Agent, the Collateral Agent and the Substitution Agent has undertaken in the Agency Agreement (as amended, modified and supplemented) to make the calculations, to perform the duties and to give, or (as applicable) procure the giving of, the notices required to be given by it pursuant to the Terms of the Notes.

(XIV) Redemption following Breach of Selling Restrictions

Condition 7(b)(5) shall not apply and the following shall apply in its place:

'If the Notes are sold or otherwise transferred to any person in breach of: (i) any applicable restrictions on sale of securities; and/or (ii) any restrictions, rules and/or regulations which are applicable to the sale of securities to US Persons (as defined in Regulation S under the United States Securities Act of 1933, as amended) or to any person other than Non-United States Persons (as defined by the United States Commodity Futures Trading Commission) (in each case as determined by the Arranger with regards or by reference to the facts and circumstances then existing) (such Notes the 'Affected Notes'), the Issuer shall, if instructed to do so by the Arranger, redeem the Affected Notes sold to that person on the date notified by the Arranger to the Issuer for such purpose (the 'SaleRestriction Redemption Date'). On the Sale Restriction Redemption Date, the Affected Notes shall be redeemed in the same manner as if such Sale Restriction Redemption Date were an Early Redemption Event (and in this regard the provisions of item 22 shall apply mutatis mutandis) (such amount payable the 'Sale Restriction Redemption Amount'). No further amounts will be due to such Noteholders after payment of the Sale Restriction Redemption Amount.'.

(XV) Adjusted Interest Rate

If the Maturity Date is extended pursuant to item 7(ii) above (a 'Maturity Date Extension Revision') and an Amendment Agreement is entered into in respect thereof that seeks to adjust Interest Ratepursuant to item 7(ii) above, the Interest Rate for the applicable Interest Period (the 'Adjusted Interest Rate') shall be calculated by the Calculation Agent (and the Calculation Agent shall notify Issuer, the Noteholders and the Swap Counterparty of the Adjusted Interest Rate by no later than one Business Day prior to the Scheduled Maturity Date or the then Maturity Date (as applicable) as a rate such that, as a result of applying such rate, the sum of all scheduled Interest Amounts payable in respect of the Notes up to (and including) the relevant Extended Maturity Date equal to:

(i) the cumulative coupons accruing in respect of the Reference Obligations from and including the Scheduled Maturity Date or the previous Extended Maturity Date (as applicable) to but excluding the relevant Extended Maturity Date, net of any applicable withholding or any other deduction howsoever incurred; less

(ii) the cumulative amount of interest accrued daily on the Leverage Amount at the Leverage Interest Rate, from and including, the Scheduled Maturity Date or the previous Extended Maturity Date (as applicable) to, but excluding, the relevant Extended Maturity Date; less

(iii) USD 35,000 (the estimated SPV costs for the period from and including the Scheduled Maturity Date or the previous Extended Maturity Date (as applicable) to but excluding the relevant Extended Maturity Date), save that this item (iii) shall not apply if the Interest Rate is adjusted at the same time as the applicable Maturity Date Extension Revision.

The Adjusted Interest Rate determined in accordance with this Special Condition (XV) shall be rounded down to the nearest 0.01%.

(XVI) Additional Definitions

In these Conditions, the following terms shall have the following meanings:

'Aggregate Top-down Amount' means, on any date, the aggregate of each Top-Down Amount paid by the Issuer (or the Collateral Agent) to the Noteholder Representative on or before such date in accordance with Special Condition (V) (Top-Down Provision).

'Aggregate Top-Up Amount' means, on any date, the aggregate of each Top-Up Amount paid by the Noteholder Representative to the Issuer (or to the Swap Counterparty in satisfaction of the equivalent obligation on the Issuer) on or before such date in accordance with Special Condition (IV) (Top-up Provision), excluding any amount that has been repaid or returned in respect of any such Top-Up Amount.

'Bond Portfolio' means on the Issue Date, the portfolio comprised of the securities forming the Initial Bond Portfolio, as modified from time to time in accordance with these Terms (including the Special Conditions),including as a result of a Substitution (including in accordance with an Affected Asset Liquidation), following the redemption of a Reference Obligation or as a result of an amendment of the Aggregate Nominal Amount and/or the Leverage Amount pursuant to an Amendment Agreement and/or following a Deleveraging Adjustment, Purchase Order Adjustment and/or Asset Return Adjustment.

'Cash Portfolio' means, at any time, the sum of the following:

(i) the aggregate of any and all principal payment amounts actually received by, or on behalf of, the Issuer in respect of any Reference Obligation (or, to the extent that the Issuer does not hold such Reference Obligation, such principal payment amounts which would be expected to be received by, or on behalf of, the Issuer if it were to hold such Reference Obligation); plus

(ii) the aggregate of any cash substituted into the Reference Portfolio as a New Portfolio Asset in connection with a Substitution; less

(iii) the aggregate of any cash substituted out of the Reference Portfolio as a Substituted Portfolio Asset in connection with a Substitution; plus

(iv) any interest accrued on cash standing to the credit of the Collateral Account (if such interest is positive); less

(v) any amounts paid to Noteholder pursuant to an Asset Return Adjustment; less

(vi) the absolute value of any interest accrued on cash standing to the credit of the Collateral Account (if such interest is negative); plus

(vii) the cash sale proceeds obtained by the Issuer in connection with an Affected Asset Liquidation net of the present value of all scheduled amounts that would have been payable in relation to the Affected Asset in accordance with part (i) of the Notional Swap Transaction,

provided that where any amount may be taken into account more than once pursuant to the foregoing, such amount shall only be taken into account once for the purposes of calculating the Cash Portfolio at the relevant time.

'Clearstream' means Clearstream Banking, société anonyme.

'CMU Service' means the Central Money Markets Unit operated by the Hong Kong Monetary Authority.

'Dealer Poll' means the following process:

(i) the Calculation Agent will seek firm bid prices from three Reference Dealers chosen at the commercially reasonable discretion of the Calculation Agent acting in good faith and a commercially reasonable manner, including one Reference Dealer nominated by the Noteholder Representative if the Noteholder Representative informs the Calculation Agent prior to the Dealer Poll;

(ii) each dealer will be requested to provide a firm bid price for each of the Reference Obligations, for a size chosen by the Calculation Agent in good faith and a commercially reasonably matter; and

(iii) the arithmetic average of the aggregate Market Values implied from the above bid prices obtained will be used by the Calculation Agent in order to determine if a Note Market Value Trigger Event has occurred.

For the avoidance of doubt, the Calculation Agent will require at least 1 firm bid price to make a determination. If the Calculation Agent is unable to obtain any firm bid price on a Reference Obligation, the Market Value of such Reference Obligation shall be determined by the Calculation Agent in good faith and commercially reasonable manner and could be zero.

'Defaulted Reference Obligation' means a Reference Obligation in respect of which one of the following events has occurred, as determined by the Calculation Agent in good faith and in a commercially reasonable manner (each such event, a 'Default Event'):

(i) the Market Value of such Reference Obligation on any trading day is equal to or lower than the Reference Obligation Stop Loss Trigger multiplied by such Reference Obligation's outstanding notional amount;

(ii) a default, event of default or termination event (in each case howsoever described) which has occurred in respect of such Reference Obligation becoming capable of being declared due and payable before it would otherwise have been due and payable under its terms and conditions;

(iii) the cancellation or deferral of distributions of such Reference Obligation;

(iv) the conversion into shares or any principal write down occurs in respect of such Reference Obligation under its terms and conditions;

(v) Bankruptcy (as defined in the 2014 ISDA Credit Derivatives Definitions) with respect to the issuer or guarantor (if any) of such Reference Obligation;

(vi) a Restructuring of such Reference Obligation (as defined in the 2014 ISDA Credit Derivatives Definitions);

(vii) a Government Intervention (as defined in the 2014 ISDA Credit Derivatives Definitions) has occurred in respect of the Reference Obligation; and

(viii) a suspension, material limitation or disruption imposed on trading of such Reference Obligation for more than 10 Business Days.

'Deleveraging/Releveraging Limit' means a limit, in aggregate, of 5 Sale Orders (in connection with a deleveraging pursuant to Special Condition (VI) and/or Purchase Orders and/or Return Order (each in connection with a releveraging pursuant to Special Condition (VII), save that such limit may be adjusted if agreed between the Swap Counterparty and the Noteholder Representative.

'DTC' means The Depositary Trust Company.

'Early Redemption Amount' means an amount in USD determined by the Calculation Agent equal to the greater of (a) zero and (b) the result of the following:

(i) the sale proceeds of the Reference Obligations (including any proceeds of the Remaining Reference Obligations purchased by the Noteholder Representative and/or the Auction Bidder) in accordance with Special Condition (I) (Reference Obligations Liquidation) and/or (Special Condition (II) (Reference Obligations Liquidation Auction Provision) above net of (a) any accrued but unpaid interest on the Reference Obligations, (b) any costs incurred in connection with the liquidation of the Reference Obligations by the Swap Counterparty, the Collateral Agent, the Issuer or any Auction Runner in accordance with such Special Conditions and (c) any stamp duty, taxes or fees incurred in connection with any such sale; plus

(ii) without duplication of (i) above, the cash, if any, in the Cash Portfolio; less

(iii) the Notional Swap Transaction Termination Amount; plus

(iv) the IRS Termination Amount (if the IRS Hedging Option has been exercised prior to the determination date of the Early Redemption Amount)

For the purposes of determining the Early Redemption Amount, any amount denominated in a currency other than USD shall be notionally converted into USD at the then prevailing exchange rate, as determined by the Calculation Agent in its sole and absolute discretion.

'Early Redemption Event' means the occurrence of any of the following events:

(i) a Note Market Value Trigger Event;

(ii) the Noteholder Representative delivers a request to the Issuer and the Calculation Agent for the Notes to redeem early;

(iii) any Notes become due and payable under Condition 7(b)(4), Condition 7(c) or Condition 9.

'Early Unwind Date' has the meaning given to it in item 22 above.

'Euroclear' means Euroclear S.A./N.V.

'Initial Bond Portfolio' means each of the following securities:

ISIN

Issuer

Notional amount in USD

XS1471856424

WEALTH DRIVEN LTD

25,000,000

XS1535978800

FRANSHION BRILLIANT LTD

25,000,000

XS1545743442

EASY TACTIC LTD

25,000,000

XS1513700127

CIFI HOLDINGS GROUP

18,000,000

US404280AS86

HSBC HOLDINGS PLC

15,000,000

US539439AG42

LLOYDS BANKING GROUP PLC

7,000,000

US06738EAB11

BARCLAYS PLC

11,200,000

USG84228CX43

STANDARD CHARTERED PLC

10,000,000

US780097BB64

ROYAL BK SCOTLND GRP PLC

10,000,000

CH0352765157

CREDIT SUISSE GROUP AG

15,000,000

XS1497755360

ING GROEP NV

10,000,000

USF1R15XK698

BNP PARIBAS

16,000,000

USF1R15XK441

BNP PARIBAS

8,000,000

'IRS Termination Amount' means:

(i) on any date falling after the IRS Termination Date, zero;

(ii) otherwise, an amount in USD, determined by the Calculation Agent good faith and in a commercially reasonable manner, equal to the amount due to the Fixed Rate Payer (expressed as a positive number) or the amount payable by the Fixed Rate Payer (expressed as a negative number) in terminating, in full on the relevant date of determination, a hypothetical interest rate swap transaction entered into by the Issuer (as 'Fixed Rate Payer') with a hypothetical counterparty (the 'Floating Rate Payer') on the following terms:

1. Currency: USD

2. Notional Amount: an amount determined by the Calculation Agent in its sole and absolute discretion with reference to the IRS Transaction;

3. Effective Date: an amount determined by the Calculation Agent in its sole and absolute discretion with reference to the Hedge Transaction;

4. Termination Date: an amount determined by the Calculation Agent in its sole and absolute discretion with reference to the IRS Transaction;

5. Fixed Rate: an amount determined by the Calculation Agent in its sole and absolute discretion with reference to the IRS Transaction;

6. Floating Rate: Three-Month USD LIBOR (or such successor rate as determined by the Calculation Agent in its sole and absolute discretion).

'IRS Termination Date' means the date specified as such date by agreement between the Swap Counterparty and the Noteholder Representative at the time the IRS Option is exercised.

'Leverage Amount' means, on the Issue Date,USD 124,474,028.47. At any time after the Issue Date, the Leverage Amount may be amended from time to time in accordance with the Terms of the Notes (including the Special Conditions). The Leverage Amount shall never be a negative number.

'Leverage Interest Rate'means an interest rate to be mutually agreed between the Calculation Agent, on behalf of the Issuer, and the Noteholder Representative, which shall be (i) for any such amount payable on or before 29 June 2019, a fixed rate equivalent to Three-Month USD LIBOR + 1.90%, or (ii) Three-Month USD LIBOR + 1.70% for any amount payable thereafter, or (iii) adjusted in accordance with item 7(ii) above (in connection with an Amendment Agreement).

'Market Value' means:

(i) on any day of determination, in respect of cash in USD, such amount of cash, and in relation to cash in any other currency, the amount of such cash in such currency as converted into USD at the then prevailing spot rate as determined by the Calculation Agent in good faith and in a commercially reasonable manner; and

(ii) on any day of determination, in relation to a Reference Obligation, the market value of such Reference Obligation calculated on the bid clean price (such determination to be made by the Calculation Agent in a commercially reasonable manner by reference to such pricing sources as the Calculation Agent may select which may include but is not limited to observable third party prices and/or valuations) plus the aggregate amount of all interest or other distributions of income thereon which, as of such day has accrued but not yet been paid in respect of the relevant Reference Obligation, to the extent no included in such price, such determination to be made by the Calculation Agent and converted into USD at the then prevailing spot rate as determined by the Calculation Agent in good faith and in a commercially reasonable manner.

For the avoidance of doubt, the Market Value definition above shall be used for the purpose of (x) certain calculations in respect of the Initial Bond Portfolio, (y) determining if a Reference Obligation is a Defaulted Reference Obligation, and (z) determining the Leverage Amount Substitution Adjustment following a Substitution in accordance with the Special Conditions where references are made to 'Market Value'. For the purpose of determining the Note Market Value, the Calculation Agent shall calculate the Market Value of the Reference Portfolio based on the Dealer Poll.

'Moody's' means Moody's Investors Service Ltd. and any affiliate thereof (and shall include any successor of any of their ratings business(es)).

'Net Liquidation Proceeds' means an amount in USD determined by the Calculation Agent equal to the greater of (i) zero and (ii) each Note's pro ratashare of:

(i) the net sale proceeds of the Reference Obligations (including any proceeds of the Remaining Reference Obligations purchased by the Noteholder Representative and/or the Auction Bidder) in accordance with Special Condition (I) (Reference Obligations Liquidation) and/or (Special Condition (II) (Reference Obligations Liquidation Auction Provision) above net of (a) any accrued but unpaid interest on the Reference Obligations, (b) any costs actually incurred in connection with the liquidation of the Reference Obligations by the Swap Counterparty, the Collateral Agent, the Issuer or any Auction Runner in accordance with such Special Conditions and (c) any stamp duty, taxes or fees incurred in connection with any such liquidation (for the avoidance of doubt, any expense shall not be counted more than once); plus

(ii) without duplication of (i) above, the cash, if any, in the Cash Portfolio; less

(iii) the Leverage Amount; plus

(iv) the IRS Termination Amount (if the IRS Hedging Option has been exercised by the Noteholder Representative)

Any amount applicable to the determination of the Net Liquidation Proceeds denominated in a currency other than USD shall be converted to USD at the then prevailing exchange rate, as determined by the Calculation Agent.

'New Portfolio Assets' means the securities and/or the amount of cash specified in the relevant Substitution Notice delivered by the Noteholder Representative (in form and substance acceptable to the Collateral Agent) which is subject of a Consent from the Collateral Agent in accordance with the provisions of Special Condition (III) (Substitution of Reference Obligations).

'Noteholder Representative' means Huarong Rongde (Hong Kong) Investment Company Management Limited, or any successor thereof, as determined by the Calculation Agent on behalf of the Issuer.

'Note Market Value' means, on each date of determination:

(i) the aggregate Market Value of the Reference Portfolio calculated by Dealer Poll; less

(ii) the Notional Swap Transaction Termination Amount that would be determined on such date, plus

(iii) where the IRS Hedging Option has been exercised, the IRS Termination Amount that would be determined on such date,

each as determined by the Calculation Agent.

'Note Market Value Stop Loss Trigger' meanson any day of determination:

(i) if the Aggregate Top-Up Amount and the Aggregate Top-Down Amount are zero, 62.5 per cent.;

(ii) if the Aggregate Top-Up Amount and/or the Aggregate Top-Down Amount are greater than zero, the percentage agreed between the Swap Counterparty and the Noteholder Representative at the time of the later of (a) the most recent Election Payment made by the Noteholder Representative and (b) the most recent Top-Down Payment made by the Collateral Agent (and for the avoidance of doubt, the Leverage Amount shall be calculated to take into account any Election Payment or any Top-Down Payment made on or before such date of determination).

'Note Market Value Trigger Event' means the Calculation Agent determines, on any Business Day, that the Note Market Value on such day, expressed in USD, is equal to or lower than the product of (i) the Note Market Value Stop Loss Trigger and (ii) the Aggregate Nominal Amount as of such day, subject to the Calculation Agent providing evidence to the Noteholder Representative, the Issuer and the Swap Counterparty that, for the purpose of determining such Note Market Value, the aggregate Market Value of the Reference Portfolio has been determined in accordance with the Dealer Poll.

'Notional Swap Transaction' means a hypothetical swap transaction notionally entered into on the Issue Date with a scheduled termination date of the then current Maturity Date of the Notes, under which:

(i) a hypothetical counterparty in the same position as the Issuer (the 'Hypothetical Counterparty') pays to the Swap Counterparty amounts equal to all scheduled amounts payable under the Reference Obligations on or before the Maturity Date as and when due including accrued and unpaid interest (and, for the avoidance of doubt, (i) the scheduled amounts payable under the Reference Obligations refer to non-principal payments that would be made over the life of the Reference Obligations assuming no default or other early repayment in respect of such Reference Obligations, and (ii)reference to accrued and unpaid interest shall include interest accrued prior to the Issue Date and payable on or after the Issue Date);

(ii) the Hypothetical Counterparty pays to the Swap Counterparty an amount equal to the applicable Leverage Amount on the Termination Date; and

(iii) the Swap Counterparty pays to the Hypothetical Counterparty amounts equal to the interest amounts due on the Notes as and when such amounts are due and payable in accordance with the Terms of the Notes.

'Notional Swap Transaction Termination Amount' means an amount equal to the cost to the Swap Counterparty (expressed as a positive number) or the benefit to the Swap Counterparty (expressed as a negative number) in relation to the termination of the Notional Swap Transaction.

'Reference Dealers' means leading dealers, banks or banking corporations, which deal in obligations of the type of the Reference Obligation.

'Reference Portfolio' means, at any time, the Bond Portfolio and the Cash Portfolio as at such time, taken together.

'Reference Obligation' means each obligation comprised from time to time in the Bond Portfolio and references to a Reference Obligation are only to such Reference Obligation's outstanding principal amount as is comprised in the Bond Portfolio from time to time.

'Reference Obligation Stop Loss Trigger' means (a) for any Reference Obligation included in the Bond Portfolio on or prior to the First Restructuring Date, 80%; (b) subject to item (c), for any other Reference Obligation, the percentage determined by the Swap Counterparty as set out in Special Condition (III) (Substitution of Reference Obligations); or (c) as otherwise agreed between the Swap Counterparty and the Noteholder Representative, save that if no percentage is determined or agreed, the Reference Obligation Stop Loss Trigger shall be 80%.

'Substituted Portfolio Assets' means the Reference Obligations, or part thereof, and/or the amount of cash comprised in the Cash Portfolio specified in the relevant Substitution Notice for substitution out of the Reference Portfolio in accordance with the provisions of Special Condition (III) (Substitution of Reference Obligations).

'Substitution Notice' means an irrevocable notice in writing from the Noteholder Representative to the Collateral Agent (in form and substance acceptable to the Noteholder Representative) that:

(i) specifies the amount of cash (if any) in the Cash Portfolio to be substituted out of the Cash Portfolio as a Substituted Portfolio Asset;

(ii) if a Reference Obligation in the Bond Portfolio is to be substituted, specifies such Reference Obligation (and the nominal amount thereof subject to substitution) as a Substituted Portfolio Asset;

(iii) specifies the amount of cash (if any) to be included in the Reference Portfolio as a New Portfolio Asset; and

(iv) if a security is to be included in the Reference Portfolio as a New Portfolio Asset, contains a detailed description of such security, including the outstanding principal balance and, if available, the CUSIP or ISIN number (or if such identifying number is not available, the date and tenor of such security).

'Substitution Request Notice' means an irrevocable notice in writing from the Swap Counterparty to the Noteholder Representative requesting that the Noteholder Representative effects a Substitution (a 'Proposed Substitution') in accordance with the Terms of the Notes and which notice may identify one or more proposed Substituted Portfolio Assets which shall be the subject of such of the relevant Substitution but which shall not identify the relevant New Portfolio Assets which shall be the subject of such Substitution.

'Top-Up Amount' means: (a) in respect of any day on which the Noteholder Representative makes an Election Payment in USD to the Swap Counterparty (or to the Swap Counterparty in satisfaction of the equivalent obligation on the Issuer), the amount of such payment; and (b) in respect of any other day, zero.

'Trade Date' means 16 June 2017.

'Three-Month USD LIBOR' means the rate for deposits in U.S. Dollars for a period of three months maturity which appear on the Reuters Screen Page (or any successor service or page thereto) as of 11 a.m., London time and as determined in accordance with the more detailed provisions set out in the 2006 ISDA Definitions as construed and determined by the Calculation Agent.

'UBS Default Event' means an Event of Default under the terms of the Charged Agreement with respect to which the Swap Counterparty is the Defaulting Party (as defined therein).

annex 1: form of amendment AGREEMENT

From: Huarong Rongde (Hong Kong) Investment Management Company Limited

(the 'Noteholder Representative')

To: UBS AG, London Branch

(the 'Calculation Agent')

ELM B.V.

(the 'Issuer')

Cc: UBS AG, London Branch

(the 'Swap Counterparty')

ELM B.V.

(the 'Issuer')

The Law Debenture Trust Corporation p.l.c.

(the 'Trustee')

The Bank of New York Mellon, London Branch.

(the 'Custodian')

Dated: [•]

Series 234 USD [] Secured Extendable Fixed Rate Leveraged Notes due [] (the 'Notes')

We refer to the Notes. Capitalised terms used but not defined in this Amendment Agreement shall have the meanings given to them in the Terms of the Notes.

We hereby request that the Maturity Date of the Notes be extended to the Extended Maturity Date as specified below and the adjustments and amendments to the other Terms of the Notes consequently be made (including the [issuance of the relevant Further Notes relating to the increase in the Aggregate Nominal Amount]/[purchase and cancellation of the relevant principal amount of Notes relating to the reduction in the Aggregate Nominal Amount]) in accordance with the Terms of the Notes.

Extended Maturity Date

Effective Date for the Amendment

Aggregate Nominal Amount (after adjustment)

Leverage Amount (after adjustment)

Interest Payment Dates (after adjustment)

Leverage Interest Rate (after adjustment)

Interest Rate (after adjustment)

Note Market Value Stop Loss Trigger (after adjustment)

Reference Obligation Stop Loss Trigger (after adjustment)

[Insert relevant Reference Obligation(s) and corresponding Reference Obligation Stop Loss Trigger(s)]

We hereby request that the foregoing take effect on [insert effective date].

By__________________

Authorised Signatory for, and on behalf of Huarong Rongde (Hong Kong) Investment Management Company Limited

We hereby agree to the foregoing

By_______________________

Authorised Signatory for and on behalf of UBS AG, London Branch, as Calculation Agent

By_______________________

Authorised Signatory for and on behalf of ELM B.V.

SCHEDULE 2: AMENDED AND RESTATED SWAP CONFIRMATION

UBS AG, London Branch

5 Broadgate

London EC2M 2QS

('UBS')

ELM B.V.

Prins Bernardplein 200
1097 JB Amsterdam
The Netherlands

('ELM')

Attention: The Directors

Fax No: +31 20 521 4832

27 June 2019

Dear Sirs

The purpose of this letter agreement is to set out the terms and conditions of the Asset Swap Transaction (as defined below) entered into between us on the Trade Date specified below (the 'Swap Transaction') as was amended and restated with effect from the Third Restructuring Date (as defined below).

This letter agreement constitutes a 'Confirmation' as referred to in the Agreement (as defined below) and replaces, in its entirety, the letter agreement relating to the Swap Transaction dated 29 June 2017.

Words and expressions used, but not otherwise defined herein, shall have the same meaning ascribed to them (or incorporated by reference) in the Terms and Conditions of ELM's Series 234 USD 83,000,000 Secured Extendable Fixed Rate Leveraged Notes due 2019 (the 'Notes').

In connection with the foregoing, this Confirmation sets out the terms of an asset swap transaction in respect of the Notes (the 'Asset Swap Transaction').

The definitions and provisions contained in the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.) are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will prevail.

2. Swap Agreement

This Confirmation supplements, forms part of, and is subject to, the Swap Agreement relating to the Notes dated as of today's date between us and you (as the same may be amended or supplemented from time to time, the 'Agreement'). All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

2. Terms of Swap Transaction

The terms of the Swap Transaction to which this Confirmation relates are as follows:-

Trade Date

:

Issue Date

Effective Date

:

Issue Date

First Restructuring Date

:

19 June 2019

First Restructuring Execution Date

:

19 June 2019

Second Restructuring Date

:

21 December 2019

Second Restructuring Execution Date

:

21 December 2019

Third Restructuring Date

:

27 June 2019

Third Restructuring Execution Date

:

2019

Termination Date

:

The earlier of:

(i) the Maturity Date in respect of the Notes; and

(ii) the Early Redemption Date (if any).

Calculation Agent

:

UBS.

Business Days

:

London, New York and Hong Kong.

Notional Amount

:

As at any date, the Leverage Amount in respect of the Notes as at such date.

Fixed and Floating Payments

Fixed Rate Payer

:

ELM.

Fixed Rate Payer Fixed Amounts

:

Amounts equal to all amounts of interest or distributions paid to ELM or the Custodian on ELM's behalf under the terms of the Collateral Obligations comprising the Charged Assets from time to time together with amounts equal to interest (if any) paid to ELM or the Custodian on ELM's behalf in respect of any amount standing to the credit of the Collateral Account from time to time. For the avoidance of doubt, if any such amounts received by ELM are subject to withholding or deduction for or on account of any tax so that ELM receives a net amount, ELM shall be obliged to pay to UBS in respect of such distribution only such net amount.

Fixed Rate Payer Payment Dates

:

No later than the Business Day following each date any amount is received by the Custodian under the terms of the Collateral Obligations from time to time and each date upon which interest (if any) is paid in respect of any amount standing to the credit of the Collateral Account from time to time.

Floating Rate Payer

:

UBS.

Floating Rate Payer Payment Dates

:

Two Business Days prior to each Interest Payment Date in respect of the Notes.

Floating Amounts

:

With respect to each Floating Rate Payer Payment Date, an amount in USD equal to the aggregate of the Interest Amounts payable by ELM in respect of the Notes on the applicable Interest Payment Date which is the same as such Floating Rate Payer Payment Date (as such Interest Amounts may be adjusted pursuant to any adjustment made pursuant to items 7(ii) and/or item 15 of the Terms of the Notes).

Final Exchanges

ELM Final Exchange Amount

:

On the ELM Final Exchange Date, ELM shall, or shall procure that the Collateral Agent shall, pay to UBS an amount equal to the proceeds of sale of the Collateral Obligations and any sum standing to the credit of the Collateral Account on the ELM Final Exchange Date.

UBS Final Exchange Amount

:

On the UBS Final Exchange Date, subject to receipt of the ELM Final Exchange Amount, UBS shall pay to ELM an amount equal to (x) where the UBS Final Exchange Date relates to the Maturity Date, the Net Liquidation Proceeds and (y) where the UBS Final Exchange Date relates to an Early Redemption Date in respect of all of the Notes, the aggregate Early Redemption Amount in respect of the Notes.

ELM Final Exchange Date

:

Within two Relevant Business Days of receipt by ELM of the final proceeds of sale of the Collateral Obligations sold by the Collateral Agent pursuant to Special Condition (I) (Reference Obligations Liquidation) and Special Condition (II) (Reference Obligations Liquidation Auction Provision)in connection with a redemption of all of the Notes.

UBS Final Exchange Date

:

Two Relevant Business Days following the date of receipt of the final proceeds of sale of the Collateral Obligations sold by the Collateral Agent pursuant to Special Condition (I) (Reference Obligations Liquidation) and Special Condition (II) (Reference Obligations Liquidation Auction Provision)in connection with a redemption of all of the Notes which such date for payment by UBS shall be, pursuant to the terms and conditions of the Notes, the day falling two Relevant Business Days prior to the Maturity Date or the Early Redemption Date in respect of all of the Notes, as applicable, of the Notes.

Other Provisions

3. Reference Obligations Liquidation

Pursuant to the Terms of the Notes, nine Business Days prior to (a) the Maturity Date or (b) an Early Unwind Date, as applicable, the Noteholder Representative, or a third party appointed by the Noteholder Representative (with respect to such third party, subject to completion of the relevant onboarding and know-your-client processes to the satisfaction of ELM, the Collateral Agent or UBS, as applicable, and provided that there is no legitimate reason preventing ELM, the Collateral Agent or UBS to transact with such third party), shall have the right to purchase all the Reference Obligations in the Reference Portfolio from ELM, the Collateral Agent and/or UBS, as applicable, at such purchase price(s) determined by the Noteholder Representative (or such third party) provided that the aggregate of such purchase price(s) would result in the hypothetical Net Liquidation Proceeds or the Early Redemption Amount, as the case may be, being greater than zero (as determined by the Calculation Agent).

Any purchase in accordance with the above paragraph pursuant to the Terms shall be settled on the day falling eight Business Days prior to the Maturity Date or the Early Unwind Date, as applicable, and the net proceeds from the sale of such Reference Obligations received by ELM, the Collateral Agent and/or UBS, as applicable, net of any costs incurred by ELM, the Collateral Agent and/or UBS, as applicable, in relation to such sale and any stamp duty, taxes or fees incurred in connection with such sale shall be deemed to be sale proceeds for the purpose of determining the Net Liquidation Proceeds or the Early Redemption Amount, as applicable and for the avoidance of doubt, this should be without double counting of both sub-paragraph (i)(b) and sub-paragraph (i)(c) of the definitions of both Net Liquidation Proceeds and Early Redemption Amount.

If an Auction Trigger Event occurs, ELM and UBS shall, as applicable, follow the process below with respect to a Liquidation Auction for the purpose of determining the sale proceeds of the Remaining Reference Obligations.

UBS and ELM hereby agree to the foregoing.

4. Reference Obligations Liquidation Auction Provision

Following the occurrence of an Auction Trigger Event, on the fifth Business Day prior to the Maturity Date or the Early Unwind Date, as applicable, the applicable Auction Runner will seek firm bid prices from (i) at least three independent dealer selected by such Auction Runner and (ii) UBS or its affiliates.

The relevant Remaining Reference Obligations credited to the Collateral Account will be sold immediately by ELM (or the Collateral Agent on behalf of ELM) to the Auction Bidder. The relevant Remaining Reference Obligations delivered to it by ELM will be sold immediately by UBS to the relevant highest auction bidder.

For the avoidance of doubt, where all the Auction Runners would otherwise be the same legal entity, only a single auction in connection with the foregoing process need be held in respect of all of the Remaining Reference Obligations.

If, for any reason, an Auction Runner, is not able to obtain firm bid prices for the full notional amount of one or more Remaining Reference Obligations for which it is conducting the applicable auction in accordance with the foregoing provisions, the auction process will be repeated in respect of such Remaining Reference Obligations until the applicable Final Auction Date.

If no firm bid prices have been obtained by an Auction Runner for portions of Remaining Reference Obligations by the Final Auction Date, the applicable Auction Runner shall notify the Noteholder Representative within two Business Days following the Final Auction Date and the Noteholder Representative shall have the right to purchase all such portions of Remaining Reference Obligations from ELM in accordance with the Noteholder Final Portfolio Purchase Option set out in the Terms of the Notes. Where the Noteholder Representative intends to exercise such Noteholder Final Portfolio Purchase Option, the Noteholder Representative shall be required to notify the Collateral Agent and UBS of such intention and the relevant aggregate purchase price on the Business Day immediately following such notice from the Auction Runner. If the Noteholder Representative does not provide such notice by such Business Day, it shall be deemed that the Noteholder Representative is not exercising the Noteholder Final Portfolio Purchase Option.

If the Noteholder Representative:

(a) exercises the Noteholder Final Portfolio Purchase Option, such purchase shall be settled on the fifth Business Day following the Final Auction Date;

(b) does not exercise the Noteholder Final Portfolio Purchase Option, the liquidation proceeds of such portion of Remaining Reference Obligations shall be deemed to be zero.

On Reference Portfolio Valuation Date, UBS shall deliver the Net Liquidation Proceeds or the Early Redemption Amount (as the case may be) to ELM.

All communications with the Noteholder Representative in connection with the foregoing shall be in such form and given in such manner as separately agreed by the Calculation Agent, on behalf of ELM, and UBS with the Noteholder Representative.

5. Substitution of Reference Obligations

(a) Noteholder Representative Substitution

Pursuant to the Terms of the Notes, the Noteholder Representative shall be entitled to deliver a Substitution Notice to the Collateral Agent to request the substitution (a 'Substitution') of one or more Reference Obligations up to five (5) Business Days prior to the final Maturity Date to occur in respect of the Note (unless otherwise mutually agreed between the Noteholder Representative and the Collateral Agent) and in connection therewith, upon receipt of such Substitution Notice, the Collateral Agent shall be entitled to give such instructions to the Custodian and any other party as it determines necessary to give effect to such Substitution in accordance with the applicable Special Condition.

Notwithstanding any other provisions herein, the maximum number of Substitution Notices that may be delivered by the Noteholder Representative in accordance with this sub-paragraph (a) shall be 5 for each twelve month period starting from the Issue Date, unless otherwise agreed by the Noteholder Representative and the Collateral Agent, acting on behalf of ELM (and for the avoidance of doubt (a) each Substitution Notice may include one or more Substituted Portfolio Assets and/or one or more New Portfolio Assets and (b) Substitutions requested for the purposes of removing any Affected Assets from the Reference Portfolio or any cash credited to the Cash Portfolio as a result of any and all principal payments in respect of any Reference Obligations are excluded from the foregoing limit. Further, if the Collateral Agent does not give Consent to the proposed Substitution, such proposed Substitution shall be excluded from the foregoing limit.

The provisions of sub-paragraph (c) below shall apply to any such Substitution.

(b) Swap Counterparty Substitution

Pursuant to this Transaction and the Terms of the Notes, UBS shallhave the right to give a Substitution Request Notice to the Noteholder Representative at any time provided that:

(i) the Proposed Substitution therein is required to comply with any law, regulation or court or other judicial order applicable to UBS;

(ii) the Substituted Portfolio Asset is a Reference Obligation which has been, or is expected to be, prepaid, repaid or redeemed prior to its scheduled maturity date; or

(iii) the Substituted Portfolio Asset is any Defaulted Reference Obligation.

Upon delivery of any Substitution Request Notice by UBS in accordance with the preceding paragraph and subject to the remainder of this Other Provision and the Terms of the Notes paragraph (b) and paragraph (c), pursuant to the Terms of the Notes, the Noteholder Representative shall, within two (2) Business Days of such delivery, give a Substitution Notice in writing to the Collateral Agent and effect a Substitution subject to and in accordance with the terms of this Other Provision.

If the Noteholder Representative fails to deliver a Substitution Notice to the Collateral Agent in accordance with the foregoing, or ELM, or the Collateral Agent, on behalf of ELM, does not give a Consent to such Substitution, or the Noteholder Representative fails to effect such Substitution in accordance with paragraph (c) below, the Collateral Agent, acting on behalf of ELM, shall have the right to liquidate, or to instruct a third party to liquidate, the Affected Asset in accordance with the following:

(i) the Collateral Agent, acting on behalf of ELM, shall notify the Noteholder Representative of its intention to effect an Affected Asset Liquidation;

(ii) the Notehholder Representative shall have the right to purchase the full notional amount of the Affected Asset included in the Reference Portfolio at its then prevailing market value (including any accrued and unpaid interest) determined by the Calculation Agent, by notifying the Collateral Agent on the Business Day immediately following the notification set out in item (i) above;

(iii) if the Noteholder Representative delivers an Affected Asset Purchase Notification in accordance with item (ii) above, the Collateral Agent, acting on behalf of ELM, shall sell or procure a third party to sell the Affected Asset to the Noteholder Representative within 5 Business Days after such Affected Asset Purchase Notification;

(iv) if the Noteholder Representative does not deliver an Affected Asset Purchase Notification in accordance with item (ii) above, the Collateral Agent, acting on behalf of ELM, shall request, either directly or via a third party, firm bid prices for the notional amount of such Affected Asset included in the Reference Portfolio from three dealers in respect of the relevant Reference Obligation. The Affected Asset shall be sold immediately to the dealer providing the highest Quotation. In the case where no Quotation is available, the Collateral Agent shall repeat the above process until the earlier of (i) the date on which a Quotation is obtained or (ii) the date falling 15 Business Days after the date the first Quotation request was requested. If no Quotations have been obtained by such date, the market value of the Affected Asset shall be zero.

The proceeds of any such Affected Asset Liquidation (which, for the avoidance of doubt, shall include any proceeds from the prepayment, repayment or redemption of the Affected Asset)shall form part of the Cash Portfolio.

(c) Substitution Settlement

Pursuant to the Terms of the Notes, upon receipt of a Substitution Notice in accordance with either paragraph (a) or (b) above, ELM, or the Collateral Agent on behalf of ELM, shall have the right to Consent within 3 Business Days after receipt of such Substitution Notice.

Where the Collateral Agent provides such Consent in respect of a Substitution, within five Business Days of giving such Consent:

(i) the Noteholder Representative shall, or shall procure to a third party to, transfer the New Portfolio Assets (if any) to, or to the order of, the Collateral Agent, and

(ii) Collateral Agent shall:

a. transfer, or procure a third party to transfer, the Substituted Portfolio Assets (if any) to the Noteholder Representative; and

b. provide in writing to the Noteholder Representative, copied to ELM and the Trustee, the Reference Obligation Stop Loss Trigger (as determined by UBS and notified by UBS to ELM and the Collateral Agent) and the 'Leverage Amount Substitution Adjustment', being the increase or the decrease in the Leverage Amount as a result of the proposed substitution due to changes in the termination amount of the Notional Swap Transaction. The Leverage Amount Substitution Adjustment will be determined based on the cashflows of the New Portfolio Assets pursuant to the Notional Swap Transaction and the cashflows of the relevant Substituted Portfolio Assets pursuant to the Notional Swap Transaction, summed in the case of a Substitution Request Notice that relates to more than one substitution.

Any such deliveries of Substituted Portfolio Assets or New Portfolio Assets shall be made free of payment through CMU Service, Euroclear, Clearstream, DTC or as otherwise agreed by the Noteholder Representative and the Collateral Agent.

6. Top-up Provision

On any Business Day, the Noteholder Representative shall be entitled to exercise its Election Right to reduce the effective leverage of the Notes by paying to UBS (to an account specified by UBS) an Election Payment; provided that, if any Election Payment is made after an Early Redemption Event has occurred, then such Election Payment will not be effective and shall be repaid (net of any reasonable expenses actually incurred by the relevant parties relating to the repayment only) to the Noteholder Representative as soon as reasonably practicable after provision to UBS and the Calculation Agent by the Noteholder Representative of such details as may be required by UBS and Calculation Agent (as determined in their sole and absolute discretion) to make such payment to the Noteholder Representative outside the clearing systems.

The amount of each Election Payment shall not be less than 12.5% of the then prevailing Aggregate Nominal Amount.

Prior to making an Election Payment, the Noteholder Representative shall agree with UBS on (i) an amount by which the Leverage Amount shall be reduced, and (ii) a revised Note Market Value Stop Loss Trigger, and both the reduced Leverage Amount and Note Market Value Stop Loss Trigger shall become effective upon receipt of the Election Payment by UBS.

No interest shall accrue in respect of any Election Payments made by the Noteholder Representative.

7. Top-Down Provisions

On any Business Day, the Noteholder Representative shall be entitled to submit a Top-Down Amount Request to ELM and UBS, that ELM (or the Collateral Agent on the ELM's behalf) pays the Top-Down Amount to the Noteholder Representative (for onward payment to the Noteholders) on the Top-Down Amount Payment Date.

Unless UBS expressly consents to a Top-Down Amount Request given by the Noteholder Representative, UBS's consent in respect of such request shall be deemed to have not been given.

The payment of any Top-Down Amount in connection with any Top-Down Amount Request shall be subject to the consent of UBS, acting in good faith and in a commercially reasonable manner.

Prior to making payment of a Top-Down Amount, the Noteholder Representative shall agree with UBS on (i) an amount by which the Leverage Amount shall be increased, and (ii) a revised Note Market Value Stop Loss Trigger, and both the increased Leverage Amount and Note Market Value Stop Loss Trigger shall become effective upon delivery of the Top-Down Amount by ELM (or the Collateral Agent on the Issuer's behalf).

In connection with the obligation of ELM to pay a Top-DownAmount to the Noteholder Representative on a Top-DownAmount Payment Date, UBS shall pay an amount equal to such Top-DownAmount to ELM on the day falling 2 Business Days prior to such Top-DownAmount Payment Date.

8. Deleveraging

Pursuant to the Terms of the Notes, theNoteholder Representative has the right, provided that such exercise would not cause a breach of the Deleveraging/Releveraging Limit,on any Business Day, to submit a Sale Order to the Collateral Agent to sell Selected Reference Obligations. Any Deleveraging Request shall be in writing, substantially in the form acceptable to the Collateral Agent, and shall be delivered to the Collateral Agent who shall then forward such Deleveraging Request to UBS, ELM, the Trustee and the Custodian.

Any Deleveraging Request shall be required to specify:

(i) the applicable principal amounts (or in respect of cash, the aggregate amount of such cash in its currency of denomination) of each Selected Reference Obligation;

(ii) in respect of securities only, the price level for each Selected Reference Obligation;

(iii) the duration of the Sale Order (or state that it is to remain outstanding until cancelled by the Noteholder Representative), provided that, in no circumstances, shall such duration exceed three Business Days; and

(iv) whether the Sale Order can be executed in part.

Following, subject to the consent of UBS (acting in good faith and in a commercially reasonable manner), execution of all or part of the Sale Order (which the Collateral Agent shall use reasonable efforts to effect on behalf of ELM, including in respect of giving any instructions to the Custodian or any other party as it determines necessary to effect such Sale Order), the Calculation Agent notionally or actually, as applicable, apply, the net sale proceeds (or in relation to Selected Reference Obligations that are comprised of cash, the aggregate amount of such cash) relating to such Sale Order to (x) decrease the amounts payable under this Transaction to reflect the removal of such Selected Reference Obligation(s) from the Reference Portfolio (and the related decrease in coupons, amounts of interest and any other amounts, as applicable, to be received in respect of the Reference Portfolio) (and this Transaction shall automatically be adjusted to reflect such changes, without the consent of ELM, UBS or any other party and without any documentation needing to be executed) and (y) decrease the Leverage Amount, all as mutually agreed by UBS and the Noteholder Representative acting in good faith and in a commercially reasonable manner, to reflect the consequence of such sale.

The date on which a Deleveraging Adjustment is effected is the Deleveraging Effective Date.

Pursuant to the Terms of the Notes, the Collateral Agent shall procure that the delivery, transfer or assignment of any Selected Reference Obligations comprised in the Charged Assets to the relevant purchasers thereof (on behalf of ELM) the charge or other security interest created by or pursuant to the Constituting Instrument in respect thereof shall automatically be released to enable such delivery.

Notwithstanding the foregoing, any such deleveraging shall be subject to compliance with all relevant laws, regulations and directives, to the terms of the Selected Reference Obligations and to the Noteholder Representative (or a third party selected by the Noteholder Representative) paying any costs and expenses (including, without limitation, any stamp duty or other tax) payable in connection with such deleveraging.

The Trustee shall not be liable to ELM, the Noteholders or any other person, nor shall ELM be liable to the Trustee, any Noteholder or any other person, for any loss arising from any arrangement referred to or otherwise arising from the operation of this Other Provision.

None of ELM, the Trustee, the Custodian, the Registrar or any Agent shall be under any obligation to ensure that the Noteholder Representative (or such third party selected by the Noteholder Representative) complies with any of the requirements regarding deleveraging provided in this Other Provision and/or the Terms of the Notes and shall have no liability or responsibility to any Noteholder or any other person in respect of any loss suffered or incurred as a result of any substitution effected or which is not effected pursuant to this Other Provision.

9. Releverage Provision

Pursuant to the Terms of the Notes, provided that such exercise would not cause a breach of the Deleveraging/Releveraging Limit, the Noteholder Representative has the right to (i) submit a request to the Collateral Agent to purchase, on behalf of ELM Proposed Assets and/or (ii) deliver Proposed Returned on behalf of ELM to the Noteholders.

Purchase Order

Any Proposed Asset Purchase Request shall be in writing, substantially in the form acceptable to the Collateral Agent, and shall be delivered to the Collateral Agent who shall then forward such Proposed Asset Purchase Request to UBS, ELM, the Trustee and the Custodian. Any Proposed Asset Purchase Request shall be required to specify:

(v) the applicable principal amounts of each Proposed Asset;

(vi) the price level for each Proposed Asset;

(vii) the duration of the Purchase Order (or state that it is to remain outstanding until cancelled by the Noteholder Representative), provided that, in no circumstances, shall such duration exceed three Business Days; and

(viii) whether the Purchase Order be executed in part.

Following, subject to the consent of UBS (acting in good faith and in a commercially reasonable manner), execution of all or part of the Purchase Order (which the Collateral Agent shall use reasonable efforts to effect on behalf of ELM, including in respect of giving any instructions to the Custodian or any other party as it determines necessary to effect such Purchase Order), the Calculation Agent notionally or actually, as applicable, apply, the net purchase consideration relating to such Purchase Order to (x) increase the amounts payable under this Transaction to reflect the addition of such Proposed Asset(s) to the Reference Portfolio (and the related increased coupons, amounts of interest and any other amounts, as applicable, to be received in respect of the Reference Portfolio) (and this Transaction shall automatically be adjusted to reflect such changes, without the consent of ELM, UBS or any other party and without any documentation needing to be executed) and (y) increase the Leverage Amount, all as mutually agreed by UBS and the Noteholder Representative acting in good faith and in a commercially reasonable manner, to reflect the consequence of such purchase (any adjustments under (x) and (y), a 'Purchase Order Adjustment').

The Purchase Order Adjustment shall be effected on the Purchase Order Effective Date.

The Collateral Agent shall procure that the delivery, transfer or assignment of any Proposed Assets to the Custodian (on behalf of ELM) to the extent applicable where they are to comprise Charged Assets and subject to the charge or other security interest created by or pursuant to the Constituting Instrument.

Proposed Asset Return

In respect of a Proposed Asset Return, subject to the consent of UBS in its sole and absolute discretion, the Noteholder Representative shall leave a Return Order.

Following, subject to the consent of UBS (acting in good faith and in a commercially reasonable manner), execution of all or part of the Return Order (which the Collateral Agent shall use reasonable efforts to effect on behalf of ELM, including in respect of giving any instructions to the Custodian or any other party as it determines necessary to effect such Return Order), the Calculation Agent shall notionally or actually, as applicable, apply, the net purchase consideration relating to such Return Order to (x) decrease the amounts payable under this Transaction to reflect the removal of such Proposed Returned Asset(s) from the Reference Portfolio(and the related decrease in coupons, amounts of interest and any other amounts, as applicable, to be received in respect of the Reference Portfolio) (and this Transaction shall automatically be adjusted to reflect such changes, without the consent of ELM, UBS or any other party and without any documentation needing to be executed) and (y) increase the Leverage Amount, all mutually agreed by UBS and the Noteholder Representative acting in good faith and in a commercially reasonable manner, to reflect the consequence of such purchase (any adjustments under (x) and (y), a 'Asset Return Adjustment').

The Asset Return Adjustment shall be effected on the Asset Return Order Effective Date.

The Collateral Agent shall procure that the delivery, transfer or assignment of any Proposed Returned Asset(s) comprised in the Charged Assets to the Noteholders (on behalf of ELM) and the charge or other security interest created by or pursuant to the Constituting Instrument in respect thereof shall automatically be released to enable such delivery.

Notwithstanding the foregoing, any such releveraging shall be subject to compliance with all relevant laws, regulations and directives, to the terms of the Proposed Returned Asset(s) and/or Proposed Assets (as applicable) and to the Noteholder Representative (or a third party selected by the Noteholder Representative) paying any costs and expenses (including, without limitation, any stamp duty or other tax) payable in connection with such releveraging.

The Trustee shall not be liable to ELM, the Noteholders or any other person, nor shall the Issuer be liable to the Trustee, any Noteholder or any other person, for any loss arising from any arrangement referred to or otherwise arising from the operation of this Special Condition.

None of ELM, the Trustee, the Custodian, the Registrar or any Agent shall be under any obligation to ensure that the Noteholder Representative (or any third party selected by the Noteholder Representative) complies with any of the requirements regarding releveraging provided in this Other Provision and shall have no liability or responsibility to any Noteholder or any other person in respect of any loss suffered or incurred as a result of any substitution effected or which is not effected pursuant to this Other Provision.

10. IRS Option

UBS and the Noteholder Representative may agree, at any time, to enter into a USD fixed-to-floating interest rate swap (an 'IRS Transaction') to hedge the Leverage Interest Rate (the 'IRS Hedging Option'), and the terms of the IRS Transaction (including the IRS Termination Date) shall be as separately agreed between UBS and the Noteholder Representative. The IRS Hedging Option is only exercisable once.

The Noteholder Representative shall leave an order with UBS specifying the Notional Amount, the Effective Date, the Termination Date, the Fixed Rate, the IRS Expiry Date and the duration of the order (each as may be defined in the order). Following the execution of such an order, UBS shall confirm execution to the Noteholder Representative.

11. Exercise of rights in connection with the Collateral Obligations

UBS and ELM hereby agree that, provided that a UBS Default Event has not occurred, to the extent that any rights become exercisable in connection with the Collateral Obligations, UBS may (at its own cost) direct the Custodian to exercise any such rights in such manner as UBS may direct subject always (for the avoidance of any doubt) to the sentence of Condition 13(b) (as amended) commencing with the words 'If any such persons aforesaid'. UBS shall promptly notify ELM and the Trustee of any such directions so given.

12. Additional Provisions

(A) Words and expressions defined in the Terms and Conditions of the Notes shall bear the same meanings in this Confirmation and, in the event of any inconsistency between words and expressions defined in the Terms and Conditions of the Notes and words and expressions defined in this Confirmation, this Confirmation will prevail.

(B) The Calculation Agent's calculations and determinations shall be made in good faith and in a commercially reasonable manner (except where otherwise provided), and shall be binding in the absence of manifest error.

(C) UBS hereby agrees to pay, and indemnify ELM against, any costs and expenses (including, without limitation, any securities transaction tax, stamp duty or other tax) payable by ELM or incurred by ELM in connection with the delivery of any Collateral Obligations to UBS by ELM, or the Collateral Agent on behalf of ELM, or to ELM.

(D) In calculating any amounts payable by ELM to UBS or vice versa upon the termination of the Swap Transaction it shall be assumed that the Notes and the Collateral Obligations will not be redeemed until the Maturity Date.

(E) Following the designation of an Early Unwind Date pursuant to item 22 of the Terms and Conditions of the Notes (other than in connection with an Early Redemption Event arising pursuant to Condition 7(c)(A)(2) or Condition 9), Section 6 of the Agreement shall be subject to the proviso that it shall only be possible for a party to designate an Early Termination Date in respect of the Swap Transaction if UBS does not pay the UBS Final Exchange Amount in accordance with the terms of this Agreement or ELM does not pay the ELM Final Exchange Amount in accordance with the terms of this Agreement or ELM does not pay the Early Redemption Amount payable to Noteholders in respect of the Notes on the Early Redemption Date.

(F) The terms of the Swiss Jurisdictional Module and the ISDA Resolution Stay Jurisdictional Modular Protocol (each published by the International Swaps and Derivatives Association, Inc. and together, the 'Swiss Stay Provisions') are incorporated into and form part of this Agreement. For purposes thereof, this Agreement shall be deemed a Covered Agreement and the terms of the Swiss Stay Provisions shall apply to this Agreement as if Party A is a Regulated Entity Counterparty and Party B is a Module Adhering Party with the Implementation Date deemed to be the date of this Agreement. In the event of any inconsistencies between this Agreement and the Swiss Stay Provisions, the Swiss Stay Provisions will prevail

(G) Each party agrees with the other that, so long as either party has or may have any obligation under the Swap Transaction:-

(i) each party, the Trustee and its affiliates may deal in any other obligations or assets of, or relating to, any issuer of the Collateral Obligations and may, where permitted, accept deposits from, make loans or otherwise extend credit to, and generally engage in any kind of commercial or investment banking or other business with any issuer of the Collateral Obligations, any affiliate of them, or any other person or entity having obligations relating to any thereof, and may act with respect to such business in the same manner as each of them would if the Swap Transaction did not exist, regardless of whether any such action might have an adverse effect on any issuer of the Collateral Obligations or the position of the other party to the Swap Transaction or otherwise; and

(ii) each party, the Trustee and its affiliates may, whether by virtue of the types of relationships described herein or otherwise, on the date hereof or at any time hereafter, be in possession of information in relation to the Collateral Obligations that is or may be material in the context of any Swap Transaction and that may or may not be publicly available or known to the other party. The Swap Transaction does not create any obligation on the part of such party,the Trustee and its affiliates to disclose to the other party any such relationship or information (whether or not confidential).

13. Account Details

Payments/Deliveries to UBS : to be advised

Payments/Deliveries to ELM : to be advised

Please confirm that the foregoing correctly sets out the terms of our agreement by executing two copies of this Confirmation and returning one duly executed copy to us at your earliest convenience.

Yours sincerely

UBS AG, LONDON BRANCH

By: ………………………… By: …………………………

Authorised Signatory Authorised Signatory

Accepted and confirmed as

of the date written above:

ELM B.V., having its seat (zetel) in Amsterdam, the Netherlands

By: …………………………

Authorised Signatory

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.