of a Write-Down Notice, any proposed transfer of the
Class B Notes and Residual Certificates shall only be effective after the
Class B Set-Off Date as specified in the notice.
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TERMS AND CONDITIONS OF THE NOTES
(as set out in Schedule 3 (Terms and Conditions of the Notes) to the Trust Deed)
REGISTRAR
Elavon Financial Services D.A.C., UK Branch
125 Old Broad Street
London EC2N 1AR
United Kingdom
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SCHEDULE 2
FORM OF RESIDUAL CERTIFICATE
[ISIN: []
Common Code: []
THIS RESIDUAL CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES OR ANY OTHER RELEVANT JURISDICTION AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT
OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT) (1) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (2) OTHERWISE PRIOR TO THE
DATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF THE
RESIDUAL CERTIFICATES AND THE CLOSING OF THE OFFERING OF THE RESIDUAL
CERTIFICATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES.
EACH PURCHASER OR HOLDER OF THIS RESIDUAL CERTIFICATES SHALL BE DEEMED TO HAVE
REPRESENTED BY SUCH PURCHASE AND/OR HOLDING THAT (I) IT IS NOT AND IS NOT USING
THE ASSETS OF A BENEFIT PLAN INVESTOR, AND SHALL NOT AT ANY TIME HOLD THIS NOTE
FOR OR ON BEHALF OF A BENEFIT PLAN INVESTOR AND (II) IT IS NOT AND IS NOT USING
THE ASSETS OF A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN WHICH IS SUBJECT TO
FEDERAL, STATE, LOCAL OR NON-U.S. LAWS WHICH ARE SIMILAR TO THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 OF THE U.S. EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, ("ERISA") OR SECTION 4975 OF THE U.S. INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). THE TERM "BENEFIT PLAN INVESTOR"
SHALL MEAN (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA),
WHICH IS SUBJECT TO TITLE I OF ERISA, (II) A PLAN DESCRIBED IN AND SUBJECT TO
SECTION 4975 OF THE CODE, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY UNDER U.S. DEPARTMENT
OF LABOR REGULATIONS § 2510.3-101 (29 C.F.R. § 2510.3-101) AS MODIFIED BY
SECTION 3(42) OF ERISA.]
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ACRE Debt 2 PLC
(incorporated with limited liability under
the laws of England and Wales with registered number 12635042)
RESIDUAL CERTIFICATE
This Residual Certificate is issued in respect of the above captioned residual
certificate (the "Residual Certificate") of ACRE Debt 2 PLC (the "Issuer"). The
Residual Certificates are constituted by,