555,119,911 Notes of DECO6-UKLarge Loan 2 plc

Transcription

1 555,119,911 Notes of DECO6-UKLarge Loan 2 plc (a public company incorporated with limited liability under the laws of England and Wales with registration number ) Commercial Mortgage Backed Floating Rate Notes due 2017 Application has been made to the Irish Stock Exchange Limited (the Irish Stock Exchange ) for the 173,000,000 Class A1 Commercial Mortgage Backed Floating Rate Notes due 2017 (the Class A1 Notes ), the 259,900,000 Class A2 Commercial Mortgage Backed Floating Rate Notes due 2017 (the Class A2 Notes and together with the Class A1 Notes, the Class A Notes ), the 43,000,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2017 (the Class B Notes ), the 49,100,000 Class C Commercial Mortgage Backed Floating Rate Notes due 2017 (the Class C Notes ) and the 30,119,911 Class D Commercial Mortgage Backed Floating Rate Notes due 2017 (the Class D Notes, and, together with the Class A Notes, the Class B Notes and the Class C Notes, the Notes )ofdeco6 UKLarge Loan 2 plc (the Issuer ), a public company incorporated with limited liability in England and Wales, to be admitted to the Official List of the Irish Stock Exchange and to trading on its regulated market. This document constitutes a prospectus ( Prospectus ) for the purposes of Directive 2003/71/EC (the Prospectus Directive ). Application has been made to the Irish Financial Services Regulatory Authority (the Financial Regulator in Ireland ), as competent authority under the Prospectus Directive, for the Prospectus to be approved. Interest on the Notes will be payable quarterly in arrear in Sterling on the 27 th day of January, April, July and October in each year, subject to adjustment for non-business Days as described herein (each a Payment Date ). The first Payment Date will be in January Unless previously redeemed in full, the Notes are expected to mature on the Payment Dates indicated in the table below (the Expected Maturity Date ), and each class of Notes will, in any event, mature no later than the Payment Date falling in July 2017 (the Final Maturity Date ). Before the Expected Maturity Date and the Final Maturity Date, each class of Notes will be subject to mandatory and/or optional redemption in whole or in part in certain circumstances (as set out in Condition 6 (Redemption and Cancellation) of the terms and conditions of the Notes (the Conditions )). The Notes and interest thereon will not be obligations or responsibilities of any person other than the Issuer. On issue it is expected that each class of Notes will be assigned the respective ratings of Moody s Investor Service Limited ( Moody s ), Standard & Poor s Rating Services, a division of The McGraw-Hill Companies, Inc. ( S&P ) and Fitch Ratings Ltd ( Fitch and together with Moody s and S&P, the Rating Agencies ) set forth in the table below. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Class Initial Principal Amount Rating Fitch/ Moody s/s&p Margin over Base Interest Rate (1) Expected Maturity Date (2) Final Maturity Date Issue Price A1 173,000,000 AAA/Aaa/AAA 0.20 per cent July per cent. A2 259,900,000 AAA/Aaa/AAA 0.25 per cent July per cent. B 43,000,000 AA/Aa2/AA 0.44 per cent July per cent. C 49,100,000 A/A2/A 0.70 per cent July per cent. D (3) 30,119,911 BBB/Baa3/BBB 1.05 per cent July per cent. 1. All of the Notes will bear interest at the London inter-bank offered rate for three month sterling deposits ( Sterling LIBOR ) plus the margin specified above (other than in respect of the first Interest Period, the rate for which shall be determined by a linear interpolation of the rate for one month and two month sterling deposits). 2. Based on the assumptions set out in Yield, Prepayment and Maturity Considerations. 3. Prepayment in respect of the Mortgage Loans may result in some or all of the interest due in respect of the Class D Notes being deferred until the Final Maturity Date or the date upon which the Notes have been repaid in full, if earlier, as described in Condition 5(i). The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act ), or the securities laws of any state of the United States. The Notes are being offered and sold (1) within the United States in reliance on Rule 144A under the Securities Act ( Rule 144A ) only to persons that are qualified institutional buyers (each, a QIB ) within the meaning of Rule 144A, and the rules and regulations thereunder, in each case acting for their own account or for the account of another QIB, and (2) outside of the United States to non-u.s. persons (as defined in Regulation S under the Securities Act ( Regulation S )), in an offshore transaction in reliance on Regulation S. The Notes may not be reoffered, resold, pledged, exchanged or otherwise transferred except in transactions exempt from or not subject to the registration requirements of, the Securities Act and any other applicable securities laws. By its purchase of the Notes, each purchaser will be deemed to have (1) represented and warranted that (i) it is a QIB, acting for its own account or for the account of another QIB, or (ii) it is a non-u.s. person located outside of the United States, and (2) agreed that it will only resell or otherwise transfer such Notes in accordance with the applicable restrictions set forth herein. For a more complete description of restrictions on offers and sales, see Transfer Restrictions. If any withholding or deduction for or on account of tax is applicable to payments of interest and/or repayments of principal on any class of Notes, such payments and/or repayments will be made subject to such withholding or deduction, without the Issuer being obliged to pay any additional amounts as a consequence. Regulation S Notes (as defined herein) of each class will be represented on issue by beneficial interests in one or more permanent Global Note Certificates (each a Regulation S Global Note Certificate ), in fully registered form, without interest coupons attached, which will be deposited on the Closing Date with, and registered in the name of a nominee of, Deutsche Bank AG, London Branch, as common depositary (the Common Depositary ) for Euroclear Bank S.A./N.V., as operator of the Euroclear System ( Euroclear ) and Clearstream Banking, société anonyme ( Clearstream, Luxembourg ). Interests in any Regulation S Note may not at any time be held by any U.S. person (as defined in Regulation S) or any U.S. resident (as determined for the purposes of the Investment Company Act). Rule 144A Notes (as defined herein) of each Class will be represented on issue by beneficial interests in one or more permanent Global Note Certificates (each a Rule 144A Global Note Certificate ), in fully registered form, without interest coupons, which will be deposited on or about the Closing Date with Deutsche Bank Trust Company Americas as custodian for, and registered in the name of, Cede & Co. as nominee for, The Depository Trust Company ( DTC ). Ownership interests in the Regulation S Global Note Certificates and the Rule 144A Global Note Certificates (together, the Global Note Certificates ) will be shown on, and transfers thereof will only be effected through, records maintained by Euroclear, Clearstream, Luxembourg and DTC, respectively, and their respective participants. Notes in individual, certificated and fully registered form will be issued only in the limited circumstances described herein. In each case, purchasers and transferees of Notes will be deemed to have made certain representations and agreements. See Description of the Notes, Book-Entry Clearance Procedures, Subscription and Sale and Transfer Restrictions below. See Risk Factors for a discussion of certain factors that should be considered in connection with an investment in the Notes. Arranger and Lead Manager Deutsche Bank Co-Managers Calyon The date of this Prospectus is 1 December 2005 Credit Suisse First Boston

2 IMPORTANT NOTICE The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law. No representation is made by the Issuer, the Originator, the Note Trustee or any of the Managers that this Prospectus may be lawfully distributed, or that the Notes may be lawfully offered in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, and none of them assumes any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Originator, the Note Trustee or any of the Managers which would permit a public offering of the Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published, in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations and each Manager has represented that all offers and sales by it will be made on such terms. Persons into whose possession this Prospectus comes are required by the Issuer and the Managers to inform themselves about and to observe any such restrictions. The Issuer accepts responsibility for the information contained in this Prospectus, other than the information for which Deutsche Bank AG accepts responsibility, as provided below. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Prospectus (other than as provided in the following paragraph) is in accordance with the facts and does not omit anything likely to affect the import of such information. Deutsche Bank AG accepts responsibility for the information contained in the section of this Prospectus entitled Deutsche Bank Aktiengesellschaft insofar as the same relates to it. To the best of the knowledge and belief of Deutsche Bank AG, the information contained in the section of this Prospectus entitled Deutsche Bank Aktiengesellschaft (insofar as the same relates to it) is in accordance with the facts and does not omit anything likely to affect the import of such information. No person is or has been authorised in connection with the issue and sale of the Notes to give any information or to make any representation not contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of Deutsche Bank AG or any associated body of Deutsche Bank AG or of or by the Managers, the Issuer, the Originator, the Servicer, the Special Servicer, the Cash Manager, the Note Trustee, the Borrower Security Trustee, the Corporate Services Provider, the Paying Agents, the Agent Bank, the Registrar, the Liquidity Facility Provider, the Interest Rate Swap Provider, the Exchange Agent or the Operating Bank (each as described in this Prospectus) or any of their respective affiliates or shareholders or the shareholders of the Issuer. Neither the delivery of this Prospectus nor any sale or allotment made in connection with the offering of any of the Notes shall, under any circumstances, constitute a representation or create any implication that there has been no change in the information contained herein since the date hereof or that the information contained herein is correct as of any time subsequent to its date. None of the Securities and Exchange Commission, any state securities commission or any other U.S. regulatory authority has approved or disapproved the Notes nor have any of the foregoing authorities passed upon or endorsed the merits, or the accuracy or adequacy of this Prospectus. The Notes and interest thereon will not be obligations or responsibilities of any person other than the Issuer. In particular, the Notes will not be obligations or responsibilities of, or be guaranteed by, Deutsche Bank AG or any associated body of Deutsche Bank AG or of or by the Managers, the Originator, the Servicer, the Special Servicer, the Cash Manager, the Note Trustee, the Borrower Security Trustee, the Corporate Services Provider, the Paying Agents, the Agent Bank, the Registrar, the Liquidity Facility Provider, the Interest Rate Swap Provider, the Exchange Agent or the Operating Bank (each as described in this Prospectus) or any of their respective affiliates or shareholders or the shareholders of the Issuer and none of such persons accepts any liability whatsoever in respect of any failure by the Issuer to make payment of any amount due on the Notes. 2

3 NOTICE TO U.S. INVESTORS This Prospectus has been prepared by the Issuer solely for use in connection with the issue of the Notes. In the United States, this Prospectus is personal to each person or entity to whom the Issuer, the Managers or an affiliate thereof has delivered it. Distribution in the United States of this Prospectus to any person other than such persons or entities and those persons or entities, if any, retained to advise such persons or entities with respect thereto, is unauthorised and any disclosure of any of its contents, without the prior written consent of the Issuer, is prohibited. Each prospective purchaser in the United States, by accepting delivery of this Prospectus, agrees to the foregoing and not to reproduce all or any part of this Prospectus. Each purchaser of the Notes will be deemed to have made the representations, warranties and acknowledgements that are described in this Prospectus under Transfer Restrictions. The Notes have not been and will not be registered under the Securities Act or any state securities law and are subject to certain restrictions on transfer. Prospective purchasers are hereby notified that the seller of any Note may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For further information on certain further restrictions on resale or transfer of the Notes, see Description of the Notes and Transfer Restrictions. Offers and sales of the Notes in the United States will be made by Deutsche Bank AG, London Branch (in such capacity the Lead Manager ) through affiliates that are registered broker-dealers under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act ). NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE STATE OF NEW HAMPSHIRE REVISED STATUTES ( RSA ) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. AVAILABLE INFORMATION To permit compliance with Rule 144A under the Securities Act for resale of the Rule 144A Notes, the Issuer will make available upon request to a holder of such Note and a prospective purchaser designated by such holder the information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the request, the Issuer is not a reporting company under Section 13 or Section 15(d) of the Exchange Act and is not exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act. ENFORCEABILITY OF JUDGMENTS The Issuer is a public company incorporated with limited liability in England and Wales. Both directors of the Issuer currently reside in England. As a result, it may not be possible to effect service of process within the United States upon such persons to enforce against them judgments of courts of the United States predicated upon the civil liability provisions of the federal or state securities laws of the United States. There is doubt as to the enforceability in England, in original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities predicated solely upon such securities laws. 3

4 INFORMATION AS TO PLACEMENT WITHIN THE UNITED STATES Notwithstanding the foregoing, each prospective investor (and each employee, representative or other agent of each prospective investor) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of an investment in the Notes and all materials of any kind (including opinions or other tax analyses) that are provided to the prospective investor relating to such tax treatment and tax structure. For these purposes, the tax treatment of an investment in the Notes means the purported or claimed United States federal income tax treatment of an investment in the Notes. Moreover, the tax structure of an investment in the Notes includes any fact that may be relevant to understanding the purported or claimed United States federal income tax treatment of an investment in the Notes. OFFEREE ACKNOWLEDGMENTS Each person receiving this Prospectus, by acceptance hereof, hereby acknowledges that: This Prospectus has been prepared by the Issuer solely for the purpose of offering the Notes described herein. Notwithstanding any investigation that the Managers may have made with respect to the information set forth herein, this Prospectus does not constitute, and shall not be construed as, any representation or warranty by the Managers as to the adequacy or accuracy of the information set forth herein. Delivery of this Prospectus to any person other than the prospective investor and those persons, if any, retained to advise such prospective investor with respect to the possible offer and sale of the Notes is unauthorised, and any disclosure of any of its contents for any purpose other than considering an investment in the Notes is strictly prohibited. A prospective investor shall not be entitled to, and must not rely on this Prospectus unless it was furnished to such prospective investor directly by the Issuer or the Managers. The obligations of the parties to the transactions contemplated herein are set forth in and will be governed by certain documents described herein, and all of the statements and information contained herein are qualified in their entirety by reference to such documents. This Prospectus contains summaries, which the Issuer believes to be accurate, of certain of these documents, but for a complete description of the rights and obligations summarised herein, reference is hereby made to the actual documents, copies of which may (on giving reasonable notice) be obtained from the Note Trustee. EACH PERSON RECEIVING THIS PROSPECTUS ACKNOWLEDGES THAT (A) SUCH PERSON HAS BEEN AFFORDED AN OPPORTUNITY TO REQUEST AND TO REVIEW, AND HAS RECEIVED, ALL ADDITIONAL INFORMATION CONSIDERED BY IT TO BE NECESSARY TO VERIFY THE ACCURACY OF OR TO SUPPLEMENT THE INFORMATION HEREIN, (B) SUCH PERSON HAS NOT RELIED ON THE MANAGERS OR ANY PERSON AFFILIATED WITH THE MANAGERS IN CONNECTION WITH ITS INVESTIGATION OF THE ACCURACY OF SUCH INFORMATION OR ITS INVESTMENT DECISION, (C) NO PERSON HAS BEEN AUTHORISED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION REGARDING THE NOTES OTHER THAN AS CONTAINED HEREIN, AND IF GIVEN OR MADE, ANY SUCH OTHER INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORISED, AND (D) NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER WILL CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS AT ANY TIME SINCE THE DATE HEREOF. EACH PROSPECTIVE PURCHASER SHOULD CONSULT ITS OWN BUSINESS, LEGAL AND TAX ADVISORS FOR INVESTMENT, LEGAL AND TAX ADVICE AND AS TO THE DESIRABILITY AND CONSEQUENCES OF AN INVESTMENT IN THE NOTES. FORWARD-LOOKING STATEMENTS Certain matters contained herein are forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of Such statements appear in a number of places in this Prospectus, including with respect to assumptions on prepayment and certain other characteristics of the Mortgage Loans and reflect significant assumptions and subjective judgments by the Issuer that may or may not prove to be correct. Such statements may be identified by reference to a future period or periods and the use of forward-looking terminology such as may, will, could, believes, expects, projects, anticipates, continues, intends, plans or similar terms. Consequently, future results may differ from the Issuer s expectations due to a variety of factors, including (but not limited to) the economic environment and changes in governmental regulations, fiscal policy, planning or tax laws in the United Kingdom. Moreover, past financial performance should not be considered a 4

5 reliable indicator of future performance and prospective purchasers of the Notes are cautioned that any such statements are not guarantees of performance and involve risks and uncertainties, many of which are beyond the control of the Issuer. The Managers have not attempted to verify any such statements, nor do they make any representation, express or implied, with respect thereto. Prospective purchasers should therefore not place undue reliance on any of these forward-looking statements. Neither the Issuer nor any of the Managers assumes any obligation to update these forward-looking statements or to update the reasons for which actual results could differ materially from those anticipated in the forward-looking statements. All references in this document to euro or Euro or W are to the currency introduced at the commencement of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended by the Treaty on European Union, as amended by the Treaty of Amsterdam, references to sterling or pounds or are to the lawful currency for the time being of the United Kingdom of Great Britain and Northern Ireland, references to USD, dollars or $ are to the lawful currency for the time being of the United States of America. TRANSFER RESTRICTIONS THE NOTES HAVE NOT BEEN AND ARE NOT EXPECTED TO BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S) EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE ISSUER HAS BEEN ADVISED THAT (A) DEUTSCHE BANK AG PROPOSES TO RESELL THE NOTES OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S AND (B) DEUTSCHE BANK AG PROPOSES TO RESELL THE NOTES IN THE UNITED STATES (DIRECTLY OR THROUGH ITS U.S. BROKER-DEALER AFFILIATE) IN RELIANCE ON RULE 144A ONLY TO QIBS PURCHASING FOR THEIR OWN ACCOUNT OR FOR THE ACCOUNTS OF QIBS. THE REGULATION S NOTES WILL NOT BE OFFERED, SOLD OR DELIVERED TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON AS PART OF THEIR DISTRIBUTION AT ANY TIME AND EACH DISTRIBUTOR, DEALER OR PERSON RECEIVING A SELLING CONCESSION, FEE OR OTHER REMUNERATION TO WHICH REGULATION S NOTES ARE SOLD WILL RECEIVE A CONFIRMATION OR OTHER NOTICE SETTING OUT THE PROHIBITION ON OFFERS AND SALES OF THE REGULATION S NOTES WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON. THE NOTES ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 5

6 GENERAL NOTICE TO INVESTORS Other than the approval by the Financial Regulator in Ireland of this Prospectus as a prospectus in accordance with the requirements of the Prospectus Directive and the relevant implementing measures in Ireland, no action has been or will be taken to permit a public offering of the Notes or the distribution of this Prospectus in any jurisdiction where action for that purpose is required. The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus (or any part hereof) comes are required by the Issuer and the Managers to inform themselves about, and to observe, any such restrictions. Neither this Prospectus nor any part hereof constitutes an offer of, or an invitation by or on behalf of the Issuer or the Managers to subscribe for or purchase any of the Notes and neither this Prospectus, nor any part hereof, may be used for or in connection with an offer to, or solicitation by, any person in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. For a further description of certain restrictions on offers and sales of the Notes and distribution of this Prospectus (or any part hereof) see Notice to U.S. Investors, Subscription and Sale and Transfer Restrictions. In connection with the issue of Notes, Deutsche Bank AG, London Branch (in such capacity the Stabilising Manager ) (or any person acting for the Stabilising Manager) may for a limited period over-allot Notes (provided that the aggregate principal amount of Notes allotted does not exceed 105 per cent. of the aggregate principal amount of The Notes) or effect transactions with a view to supporting the market price of The Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or any person acting on behalf of the Stabilising Manager) will undertake stabilisation action and there is no obligation on the Stabilising Manager to take any such action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of The Notes is made and, if begun, may end at any time, but it must end no later than the earlier of 30 days after the issue date of The Notes and 60 days after the date of the allotment of The Notes. Any loss or profit sustained as a consequence of any such over-allotment or stabilising shall be for the account of Deutsche Bank AG, London Branch. 6

7 TABLE OF CONTENTS Page DIAGRAMMATIC OVERVIEW OF THE TRANSACTION... 8 SUMMARY... 9 RISK FACTORS DEUTSCHE BANK AKTIENGESELLSCHAFT THE MORTGAGE LOANS THE LOAN SALE AGREEMENT AND THE BRUNEL INTERCREDITOR DEED THE MORTGAGED PROPERTIES MANAGEMENT OF THE MORTGAGED PROPERTIES SERVICING OF THE MORTGAGE LOANS CASH MANAGEMENT THE LIQUIDITY FACILITY AGREEMENT THE INTEREST RATE SWAP AGREEMENT YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS THE ISSUER POST-ENFORCEMENT CALL OPTION HOLDER DESCRIPTION OF THE NOTES BOOK-ENTRY CLEARANCE PROCEDURES TERMS AND CONDITIONS OF THE NOTES USE OF PROCEEDS UNITED KINGDOM TAXATION UNITED STATES TAXATION U.S. ERISA AND CERTAIN OTHER CONSIDERATIONS SUBSCRIPTION AND SALE TRANSFER RESTRICTIONS GENERAL INFORMATION APPENDIX 1 INDEX OF PRINCIPAL DEFINITIONS APPENDIX 2 THE CANARY WHARF BORROWER APPENDIX 3 COLLATERAL TERM SHEET

8 DIAGRAMMATIC OVERVIEW OF THE TRANSACTION Noteholders Note Trustee Interest Rate Swap Provider Interest Rate Swap Agreement Issue of Notes Liquidity Facility Agreement Liquidity Facility Provider Cash Manager Cash Management Agreement Issuer Servicing Agreement Servicer and Special Servicer Sale of Mortgage Loans Borrower Security Trustee Originator Security Trustee for Mortgage Loans HRE Joint Arranger 50% Participation Canary Wharf Borrower Mapeley Borrowers Brunel Borrowers St. Enoch Borrowers 50% Participation MS Joint Arranger Canary Wharf Properties Mapeley Properties Brunel Property St. Enoch Property 8

9 SUMMARY The following summary does not purport to be complete and should be read in conjunction with, and is qualified in its entirety by, the more detailed information contained elsewhere in this Prospectus and the terms and conditions of the Notes (the Conditions ) and the Transaction Documents. Capitalised terms utilised in this summary and not otherwise defined have the meanings attributable to them elsewhere in this Prospectus. A listing of the pages on which these terms are defined is found in Index of Defined Terms. 1. Introduction to the Transaction The Issuer will issue the Notes on 6 December 2005 (or such other date as the Issuer and the Lead Manager may agree) (the Closing Date ) and, using an amount equal to the proceeds of the Note issuance (having an aggregate initial principal amount of 555,119,911), will acquire from Deutsche Bank AG, London Branch (the Originator ) its interest in each of the Canary Wharf Loan, the Mapeley Loan, the Brunel Loan (which for the avoidance of doubt, excludes the Brunel B Piece) and the St Enoch Loan (each a Mortgage Loan ), together with a beneficial interest in the Security Trusts created over the security granted in respect of the Mortgage Loans. Each Mortgage Loan is denominated in sterling and made to different borrowers (each, a Borrower and together, the Borrowers ). The Mortgage Loans will be secured by first ranking legal mortgages over 24 commercial properties located in England, Wales and Scotland (the Mortgaged Properties ). See The Mortgage Loans. The Canary Wharf Whole Loan was arranged jointly by the Originator and Hypo Real Estate Bank International in its capacity as joint arranger under the relevant Facility Agreement (the HRE Joint Arranger ) and the Issuer will have, after its purchase of the Canary Wharf Loan, a pari passu fifty per cent. participation in the Canary Wharf Whole Loan. See The Mortgage Loans the Canary Wharf Loan below. The St Enoch Whole Loan was arranged jointly by the Originator and Morgan Stanley & Co. International Limited in its capacity as joint arranger under the relevant Facility Agreement (the MS Joint Arranger ) and the Issuer will have, after its purchase of the St Enoch Loan, a pari passu fifty per cent. participation in the St Enoch Whole Loan. See The Mortgage Loans the St. Enoch Loan below. A portion of the Brunel Loan will, on or after the Closing Date, be sold to a junior lender. An intercreditor deed sets out provisions for the arrangements between such junior lender and the Issuer. For details of the intercreditor deed, see The Loan Sale Agreement and the Brunel Intercreditor Deed below. As at the Cut Off Date, the Mortgage Loans (which for the avoidance of doubt does not include the Brunel B Piece) had an aggregate outstanding principal balance of 555,119,911 (the Securitised Loans Cut Off Date Pool Balance ). The obligations of the Issuer under the Notes and to the other Issuer Secured Creditors will be secured pursuant to the terms of the Issuer Deed of Charge. The Notes will constitute a single series of notes, designated the DECO 6 UKLarge Loan 2 plc Commercial Mortgage-Backed Notes, consisting of multiple classes. The table below identifies the respective classes of the Notes and specifies various characteristics of the Notes. 2. Principal features of the Notes Class Initial Principal Amount Rating Fitch/ Moody s/s&p Margin over Base Interest Rate (1) Expected Maturity Date (2) Final Maturity Date Issue Price A ,000,000 AAA/Aaa/AAA 0.20 per cent July per cent. A ,900,000 AAA/Aaa/AAA 0.25 per cent July per cent. B... 43,000,000 AA/Aa2/AA 0.44 per cent July per cent. C... 49,100,000 A/A2/A 0.70 per cent July per cent. D (3)... 30,119,911 BBB/Baa3/BBB 1.05 per cent July per cent. 1. All of the Notes will bear interest at the London inter-bank offered rate for three month sterling deposits ( Sterling LIBOR ) plus the margin specified above (other than in respect of the first Interest Period, the rate for which shall be determined by a linear interpolation of the rate for one month and two month sterling deposits). 2. Based on the assumptions set out in Yield, Prepayment and Maturity Considerations. 3. Prepayments in respect of the Mortgage Loans may result in some or all of the interest due in respect of the Class D Notes being deferred until the Final Maturity Date or the date upon which the Notes have been paid in full, if earlier, as described in Condition 5(i). 9

10 Principal Amount Outstanding... Adjusted Notional Amount Outstanding. Interest Rates on the Notes... Ratings Parties to the transaction Issuer... The Principal Amount Outstanding of a Note of any class or any class of Notes at any time will equal the face amount of that Note or the aggregate face amount of all Notes of such class, as the case may be, less the aggregate amount of principal payments made in respect of that Note or all Notes of such Class, as the case may be. The Adjusted Notional Amount Outstanding of a Note of any class or any class of Notes on any date shall be the face amount of such Note or all the Notes of such class as the case may be, on the date of issuance thereof less (a) the aggregate amount of all principal payments made in respect of such Note that have been paid since the Issue Date and on or prior to the date of calculation and (b) the aggregate amount of all Applicable Principal Losses (as defined in the Conditions) in respect of such Note or in respect of the Notes of such Class, as the case may be, that have been applied to such Note or in respect of the Notes of such class as the case may be, since the Issue Date and on or prior to the date of calculation. See Risk Factors Considerations Related to the Notes Effect of Principal Losses on interest payments and principal payments on the Notes. The interest rate applicable to the Notes from time to time ( Rate of Interest ) will be equal to: (a) the London interbank offered rate for three month (or in the case of the first Interest Period, the linear interpolation of one and two month) sterling deposits ( Sterling LIBOR ); plus (b) the Relevant Margin (as defined in Condition 5(c) (Rate of Interest). The Relevant Margin in respect of each class of Notes is also identified in the table above. Interest will be payable in sterling quarterly in arrears on each Payment Date. See The Notes Interest. Theexpected ratings to be assigned by Moody s, S&P and Fitch, respectively, on issue of the Notes are shown in the table above. The ratings of the Notes address the timely payment of interest and the ultimate payment of principal on or before the related Final Maturity Date. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. For a description of the limitations of the ratings of the Notes, see Risk Factors Considerations Related to the Notes Ratings of the Notes. DECO 6 UK Large Loan 2 plc (the Issuer ), a public company incorporated with limited liability in England and Wales, whose registered office is at c/o SPV Management Limited, Tower 42 (Level 11), 25 Old Broad Street, London EC2N 1HQ (See The Issuer ). 10

11 Originator... Borrowers... Facility Agent... Borrower Security Trustee... Note Trustee... Deutsche Bank AG, London Branch at Winchester House, 1 Great Winchester Street, London EC2N 2DB (in its capacity as originator of the Mortgage Loans, the Originator ). The Borrowers for the Mortgage Loans are as described in The Mortgage Loans. Deutsche Bank AG, London Branch (in its capacity as the facility agent as appointed by the finance parties to the Mortgage Loans, the Facility Agent ). The Facility Agent is authorised under the relevant Facility Agreement to exercise the rights, powers, authorities and discretions specifically given to it under or in connection with the Finance Documents and the Facility Agreements and in certain circumstances to act as trustee for the benefit of the Originator under the Mortgage Loans, as further set out under The Mortgage Loans. In the case of the Canary Wharf Loan, the Facility Agent has been appointed by both the Originator and the HRE Joint Arranger, and in the case of the St Enoch Loan, the Facility Agent has been appointed by both the Originator and the MS Joint Arranger. Therefore the Facility Agent is required under the terms of the relevant Facility Agreements to act in the interests of the lenders (including the HRE Joint Arranger and the MS Joint Arranger and any transferee in each case) of the whole loan in each case. See Risk Factors Canary Wharf Loan and St Enoch Loan Loan Participations for a further description of risks associated with the fulfilment of the duties of the Facility Agent thereunder. Deutsche Bank AG, London Branch (in its capacity as the borrower security trustee for the finance parties to the Mortgage Loans, the Borrower Security Trustee ). The Borrower Security Trustee holds all the security granted by each relevant Borrower and each other relevant security provider on trust for the Issuer as security for the repayment of the related Mortgage Loan (each such security trust in respect of the security granted in relation to each Mortgage Loan, a Security Trust and, together, the Security Trusts ). The Borrower Security Trustee acts in such capacity under the Canary Wharf Whole Loan and the St Enoch Whole Loan. Accordingly, the Borrower Security Trustee holds the Security Trust for the Canary Wharf Whole Loan and the Security Trust for the St Enoch Whole Loan for the benefit of the HRE Joint Arranger and the MS Joint Arranger (or any purchaser of the relevant participation in each case) respectively as well as for the benefit of the Issuer after the purchase by the Issuer from the Originator of the Canary Wharf Loan and the St Enoch Loan. Deutsche Trustee Company Limited, a limited liability company incorporated in England, whose registered office is at Winchester House, 1 Great Winchester Street, London EC2N 2DB will act as the trustee (the Note Trustee ) for the holders of the Notes pursuant to the terms of a note trust deed to be dated on or about the Closing Date (the Note 11

12 Trust Deed ) between the Note Trustee and the Issuer. Servicer... Special Servicer... Cash Manager... Operating Bank... Principal Paying Agent... Irish Paying Agent... Deutsche Bank AG, London Branch will, pursuant to the terms of a servicing agreement to be dated on or about the Closing Date (the Servicing Agreement ) between, inter alios, the Servicer, the Special Servicer, the Issuer, the Note Trustee and the Borrower Security Trustee, act as the servicer (in such capacity, the Servicer ) in respect of the Mortgage Loans, the Brunel B Piece and the Related Security. Hatfield Philips International Limited, a company registered with limited liability under the laws of England and Wales, will, pursuant to the terms of the Servicing Agreement, act as the initial special servicer (in such capacity, the Special Servicer ) in respect of the Mortgage Loans and the Brunel B Piece if it is appointed to act in such capacity in the circumstances described in Servicing of the Mortgage Loans Roles of the Servicer and Special Servicer. The role of special servicer may in the future be transferred to another third party with, inter alia, prior written notification to the Rating Agencies. Deutsche Bank AG, London Branch will be the cash manager to the Issuer (in such capacity, the Cash Manager ) pursuant to the terms of a cash management agreement to be dated on or about the Closing Date (the Cash Management Agreement ) between, inter alios, the Issuer, the Note Trustee and the Cash Manager. The Cash Manager will, subject to the terms of the Cash Management Agreement, on behalf of the Issuer, manage the Issuer Accounts, determine the amounts of and arrange payments to be made by the Issuer and keep certain records on the Issuer s behalf. Deutsche Bank AG, London Branch will be the account bank to the Issuer (in such capacity, the Operating Bank ) pursuant to the terms of the Cash Management Agreement. Pursuant to the terms of the Cash Management Agreement, the Operating Bank will provide certain banking services to the Issuer in relation to the accounts to be opened with the Operating Bank in the name of the Issuer (the Issuer Accounts ). The Operating Bank is required to have a short-term rating of at least A-1+ from S&P, P-1 from Moody s and F1+ from Fitch. Deutsche Bank AG, London Branch will be the principal paying agent (in such capacity, the Principal Paying Agent ) pursuant to the terms of an agency agreement to be dated on or about the Closing Date (the Agency Agreement ) between, inter alios, the Issuer, the Note Trustee, the Agent Bank, the Registrar, the Exchange Agent, the Principal Paying Agent and the Irish Paying Agent. Deutsche International Corporate Services (Ireland) Limited, whose registered office is at 5 Harbourmaster Place, International Financial Services Centre, Dublin 1, Ireland will be the Irish paying agent (in such capacity, the Irish Paying Agent and together with the Principal Paying Agent and 12

13 any other person appointed as a paying agent in accordance with and pursuant to the terms of the Agency Agreement, the Paying Agents ). Pursuant to the terms of the Agency Agreement, the Paying Agents will make payments on behalf of the Issuer of principal and interest on the Notes. Agent Bank... Deutsche Bank AG, London Branch will be the agent bank (in such capacity, the Agent Bank ) pursuant to the terms of the Agency Agreement. The Agent Bank will calculate the interest rates applicable to each class of Notes in accordance with the Conditions of the Notes. Exchange Agent... Deutsche Bank Trust Company Americas located at 1761 East St. Andrew Place, Santa Ana, California will be the exchange agent (in such capacity, the Exchange Agent ) pursuant to the terms of the Agency Agreement. Holders of beneficial interests in the Rule 144A Global Note Certificate who hold such interests directly with DTC or through its participants and who wish payments to be made to them in pounds sterling outside DTC must give advance notice to DTC in accordance with the rules and procedures of DTC prior to each Payment Date. If such instructions are not given, pounds sterling payments on the Rule 144A Global Note Certificate will be exchanged for dollars by the Exchange Agent prior to receipt by the DTC and the affected holders will receive dollars on the related Payment Date. Registrar... Transfer Agent... Interest Rate Swap Provider... Liquidity Facility Provider... Issuer Secured Creditors... Deutsche Bank Trust Company Americas will be the registrar (in such capacity, the Registrar ) pursuant to the terms of the Agency Agreement. Deutsche Bank Trust Company Americas will be the transfer agent (in such capacity, the Transfer Agent ) pursuant to the terms of the Agency Agreement. Deutsche Bank AG, London Branch will be the interest rate hedging provider (the Interest Rate Swap Provider ) pursuant to the terms of a hedging agreement (the Interest Rate Swap Agreement ) between the Issuer and the Interest Rate Swap Provider and in the form of an International Swaps and Derivatives Association Inc. ( ISDA ) 1992 Master Agreement (Multicurrency-Cross Border). Calyon (London Branch), acting through its office at Broadwalk House, 5 Appold Street, London EC2A 2DA, will act as the liquidity facility provider (the Liquidity Facility Provider ) pursuant to the terms of a liquidity facility agreement to be dated on or about the Closing Date (the Liquidity Facility Agreement ) between the Liquidity Facility Provider, the Issuer and the Note Trustee. As applicable in the relevant context, each of the Noteholders, the Note Trustee, any receiver appointed pursuant to the terms of the Issuer Deed of Charge, the Borrower Security Trustee, the Corporate Services Provider, the Servicer, the Special Servicer, the Cash Manager, the Liquidity Facility Provider, the Interest Rate Swap Provider, the Paying Agents, the Agent Bank, the Registrar, the Operating Bank, the Exchange Agent and the Originator (such persons, 13

14 collectively Issuer Secured Creditors ). Corporate Services Provider... Controlling Class... SPV Management Limited, whose registered office is at Tower 42 (Level 11), International Financial Centre, 25 Old Broad Street, London EC2N 1HQ, will be the corporate services provider (the Corporate Services Provider ) and will provide certain administrative services to the Issuer, pursuant to the terms of a corporate services agreement to be dated on or about the Closing Date (the Corporate Services Agreement ) between the Corporate Services Provider, the Note Trustee and the Issuer. Controlling Class, subject to the next sentence, means the most junior class of Notes outstanding from time to time which meets the Controlling Class Test, provided that for so long as no class of Notes meets the Controlling Class Test, the Controlling Class shall mean the most junior class of Notes then outstanding. In relation to the Brunel Loan only, provided a Brunel Control Valuation Event (as defined in Servicing of the Mortgage Loans Operating Advisor ) has not occurred, the Brunel B Piece Lenders (as defined in The Brunel Intercreditor Deed ) will be the Controlling Class in relation to the Brunel Loan and the Brunel B Piece (as defined in The Brunel Intercreditor Deed ). A class of Notes shall meet the Controlling Class Test if at the relevant time it has a total Adjusted Notional Amount Outstanding which is not less than 25 per cent. of the Principal Amount Outstanding of such class of Notes on the Closing Date and if no Class of Note has a Principal Amount Outstanding that satisfies the requirements then the Controlling Class will be the most junior classes of Notes then outstanding. In accordance with Condition 20 (Operating Advisor), the Controlling Class will be entitled to appoint an Operating Advisor to represent their interests in respect of any Specially Serviced Mortgage Loans. See Servicing of the Mortgage Loans Operating Advisor. 4. Relevant Dates and Periods Closing Date... The date of initial issuance for the Notes will be 6 December 2005 (or such other date as the Issuer and the Lead Manager may agree) (the Closing Date ). Cut Off Date... Final Maturity Date... Payment Date September 2005 (the Cut Off Date ). Unless previously redeemed in full, the Issuer will redeem the Notes in full (together with all accrued interest thereon) on the Payment Date falling in July 2017 (the Final Maturity Date ). Each Note will bear interest on its Principal Amount Outstanding from, and including, the Closing Date. Interest will be payable in respect of the Notes in Sterling quarterly in arrear on the 27 th day of January, April, July and October in each year or, if such day is not a Business Day, the next 14

15 following Business Day (unless such Business Day falls in the next succeeding calendar month, in which event the immediately preceding Business Day) (each such day being a Payment Date ). The first Payment Date in respect of the Notes will be the Payment Date falling in January Loan Payment Date... Loan Business Day... Business Day... Determination Date... Interest Period... Thepayment dates for the Mortgage Loans (each a Loan Payment Date ) are: (a) in the case of the Canary Wharf Loan, the 22 nd day of each of January, April, July and October in each year and the Mortgage Loan Maturity Date for that Mortgage Loan or, if a non-loan Business Day, the next Loan Business Day in that calendar month (if there is one and that Loan Payment Date is not the Mortgage Loan Maturity Date for that Mortgage Loan) or the preceding Business Day (if there is not or it is the Mortgage Loan Maturity Date for that Mortgage Loan); (b) in the case of the Mapeley Loan, the 20 th day of each of January, April, July and October in each year and the Mortgage Loan Maturity Date for that Mortgage Loan or, if a non-loan Business Day, the Loan Business Day falling immediately thereafter; (c) in the case of the Brunel Whole Loan, the 25 th day of each of January, April, July and October in each year or, if a non-loan Business Day, the Loan Business Day falling immediately thereafter; (d) in the case of the St Enoch Loan, the 22 nd day of each of January, April, July and October in each year or, if a non-loan Business Day, the next Loan Business Day falling immediately thereafter. Loan Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London. Business Day means a day (other than a Saturday or a Sunday) on which banks are open for business in London, Dublin, Los Angeles and New York. Thethird Business Day prior to each Payment Date except in respect of the Payment Date which is the Final Maturity Date, when such date will be the Final Maturity Date (the Determination Date ). The Determination Date is the date on which the Servicer will be required to identify, among other things, the source and allocation of the amounts received in respect of the Mortgage Loans and the date on which the Cash Manager will be required to calculate, among other things, the amounts required to pay interest and principal in respect of the Notes. Interest on the Notes is payable by reference to successive interest periods (each an Interest Period ). The first Interest Period will commence on (and include) the Closing Date and end on (but exclude) the Payment Date falling in January Each successive Interest Period will commence on (and include) the next (or first) Payment Date and end on 15

16 (but exclude) the following Payment Date. Interest Rate Determination Date... Therate of interest applicable to each Note for each Interest Period will be calculated and set on, in respect of the first Interest Period, the Closing Date and, in respect of all subsequent Interest Periods, the first day of each such Interest Period (each an Interest Rate Determination Date ). 5. Hedging Arrangements and the Liquidity Facility Interest Rate Swap Transactions and Basis Rate Swap Transaction... Pursuant to the terms of the Interest Rate Swap Agreement, the Issuer will enter into one or more interest rate swap transactions (the Interest Rate Swap Transactions ) and the basis rate swap transaction (the Basis Rate Swap Transaction ) in relation to the Mortgage Loans. If the short-term, unsecured and unsubordinated debt obligations of the Interest Rate Swap Provider cease to be rated at least F1 by Fitch, A-1 by S&P or P-1 by Moody s or the long-term, unsecured, unsubordinated debt obligations of the Interest Rate Swap Provider cease to be rated at least A-1 by Moody s or A+ by Fitch (the Minimum Swap Provider Ratings ) or any such rating is withdrawn by Fitch or S&P or Moody s the Interest Rate Swap Agreement will require the Interest Rate Swap Provider, within 30 days of the occurrence of such downgrade at the cost of the Interest Rate Swap Provider, to: (a) procure a replacement interest rate swap provider with the applicable Minimum Swap Provider Ratings or such other rating as is commensurate with the ratings assigned to the Notes by the Rating Agencies from time to time; or (b) procure another person with the applicable Minimum Swap Provider Ratings to become co-obligor in respect of its obligations under the Interest Rate Swap Agreement; or (c) take such other action as the Interest Rate Swap Provider may agree with the Rating Agencies as will result in the ratings of the Notes being maintained at, or restored to, the level they were at immediately prior to such downgrade or withdrawal; or (d) execute, within 30 days of the rating downgrade or rating withdrawal, a swap credit support document and deliver to the Note Trustee collateral in respect of its obligations under the Interest Rate Swap Transactions and the Basis Rate Swap Transaction in an amount or value determined in accordance with the swap collateral requirements of the Rating Agencies. In the event that the rating of the Interest Rate Swap Provider falls below the Minimum Swap Provider Ratings to a further specified level, the option of posting collateral will be subject to certain conditions or may no longer be available to the Interest Rate Swap Provider. 16

17 For a more detailed description of the Interest Rate Swap Transactions and the Basis Rate Swap Transaction, See The Interest Rate Swap Agreement. Liquidity Facility... Pursuant to a liquidity facility agreement (the Liquidity Facility Agreement ) to be dated on or about the Closing Date between the Liquidity Facility Provider, the Issuer, the Cash Manager and the Note Trustee, the Liquidity Facility Provider will provide to the Issuer a liquidity facility (the Liquidity Facility ) with a maximum aggregate principal amount available for drawdown of 39,000,000 (the Liquidity Commitment ). The Liquidity Commitment will be reduced as the outstanding principal balance of the Mortgage Loans decrease in accordance with an agreed mechanism and may otherwise be reduced with the prior written consent of the Issuer and the Note Trustee provided that the Note Trustee receives confirmation in writing from the Rating Agencies that such reduction in the Liquidity Commitment will not result in a downgrading of the Notes. The Issuer will make and apply the drawings under the Liquidity Facility Agreement to meet any of the following shortfalls in the funds available to it as determined from time to time by the Servicer or the Special Servicer (in the case of a Mortgage Loan which is a Specially Serviced Mortgage Loan) (a) a Mortgage Loan Shortfall; (b) a Property Protection Shortfall; or (c) a Revenue Priority Amount Shortfall, each as more fully described in the section The Liquidity Facility Agreement. A Mortgage Loan Drawing, a Property Protection Drawing and a Revenue Priority Amount Drawing are each referred to as a Liquidity Drawing. Amounts drawn by the Issuer pursuant to the terms of the Liquidity Facility Agreement will be repayable to the Liquidity Facility Provider (together with, inter alia, any interest thereon) on the next subsequent Payment Date in accordance with the Pre-enforcement Priority of Payments or the Post-enforcement Priority of Payments (as applicable). The requisite rating for the Liquidity Facility Provider s short term unsecured, unsubordinated, unguaranteed debt obligations is a minimum rating of F-1+ by Fitch, P-1 by Moody s and A-1+ by S&P. For a more detailed description of the Liquidity Facility, See The Liquidity Facility Agreement. 6. The Mortgage Loans The Mortgage Portfolio... The loan portfolio will consist of four Mortgage Loans, each of which was originated by the Originator and is an obligation of the relevant Borrower or, as applicable, Borrowers. The Mortgaged Properties are all located in England, Wales and Scotland. 17

18 Related Security... Borrower Accounts... Valuations... Prepayments... Each Mortgage Loan will be secured primarily by: (a) a first priority mortgage on the related Mortgaged Property or Mortgaged Properties; (b) a first ranking and perfected security interest in respect of the relevant rental payments; (c) a first ranking and perfected security interest over all other assets of the Borrower or Borrowers; and (d) a first ranking charge over the shares of the relevant Borrower or Borrowers, together the Related Security. Each Facility Agreement is structured such that the net rents (or, in the case of the Mapeley Loan, the gross rents) payable by the tenants occupying the relevant Mortgaged Property must be paid into a rental income account established by the relevant Borrower pursuant to the Facility Agreement. The relevant Borrower is entitled to perform the obligation to pay rent into the rental income account by having a managing agent collect the net rent (or, in the case of the Mapeley Loan, the gross rents) and, with a specified period after receipt, deposit such funds into the rental income account. Pending payment into the rental income account, such managing agent must hold the rent in a managing agent account of which the relevant Borrower is the sole beneficiary. Pursuant to the related security, each Borrower s rental income account is charged or assigned to the Borrower Security Trustee. On the basis of the valuation performed at the time of origination of the Canary Wharf Whole Loan, the market value of the Canary Wharf Properties was 497,500,000. On the basis of the valuation performed at the time of origination of the Mapeley Loan, the market value of the Mapeley Property was 244,824,000. On the basis of the valuation performed at the time of origination of the Brunel Whole Loan, the market value of the Brunel Property was 130,150,000. On the basis of the valuation performed at the time of origination of the St Enoch Whole Loan, the market value of the St Enoch Property was 272,500,000. Ingeneral, the Mortgage Loans may be voluntarily prepaid by the relevant Borrower or Borrowers thereof. Such prepayment is usually contingent upon the payment of a prepayment fee ( Prepayment Fee ). Under certain circumstances, the Originator will require mandatory prepayment of a Mortgage Loan. The most common circumstances in which the Originator requires mandatory prepayment is in the event of the relevant Mortgaged Property being sold or if it becomes unlawful for the Originator or its assigns to continue to fund the Mortgage Loan. Any Prepayment Fees required to be paid by a Borrower will be paid to the Originator for its own account and will not form part of the Available Funds. 18

19 Loan Sale Agreement... Class X Certificate Amount... Pursuant to the terms of a loan sale agreement to be dated on or about the Closing Date (the Loan Sale Agreement ) between the Issuer, the Originator and the Note Trustee, the Issuer will purchase the Mortgage Loans from the Originator (together with the Originator s beneficial interest in the related Security Trusts) on the Closing Date in consideration for the payment by the Issuer to the Originator of: (a) on the Closing Date, 555,119,911 (the Initial Purchase Price ); and (b) on each Payment Date, deferred consideration, which consideration includes any Prepayment Fees received in respect of the Mortgage Loans, Class X Certificate Amounts and swap breakage receipts (to the extent they do not constitute Revenue Receipts), the Deferred Consideration. See The Loan Sale Agreement. On each Payment Date, as a component of the Deferred Consideration, the Issuer will pay to the Originator (or any person to whom an interest in the Class X Certificate Amounts has been assigned in accordance with the Loan Sale Agreement) the Class X Certificate Amount. The Class X Certificate Amount for any Payment Date will be the sum of: (a) the product of: (i) the aggregate outstanding balance of the Mortgage Loans as of the beginning of the applicable Interest Period (after taking into account any write-offs of principal realised by the Special Servicer on a Mortgage Loan during the Collection Period immediately preceding such Interest Period) and (ii) the Class X Strip Rate, less (b) PID Reserve Amounts. See Loan Sale Agreement Deferred Consideration. PID Reserve Amounts will be applied in accordance with the Pre-enforcement Priority of Payments to fund or replenish the PID Reserve Fund. Following confirmation by Moody s to the Issuer and the Note Trustee that the PID Reserve Fund may be released, all amounts standing to the credit of the PID Reserve Fund will be released to the Originator or such other person then entitled to Class X Certificate Amounts and no further deposits will be made into the reserve. Prior to release of the PID Reserve Fund, amounts standing to the credit of the PID Reserve Fund will be used solely to meet any Prepayment Interest Deficiencies which arise as a result of a voluntary prepayment on a Mortgage Loan and amounts applied to meet such deficiencies and which would have otherwise been released to the Originator or such other relevant person entitled to Class X Certificate Amounts (following confirmation by Moody s that the PID Reserve Fund may be released) may not be recoverable by the Originator or such other relevant person. PID Reserve Amounts means on each Payment Date prior to confirmation being given by Moody s to the Issuer and the Note Trustee that the PID Reserve Fund may be 19

20 released, an amount equal to the lesser of (a) the difference between the PID Reserve Fund Limit and the amount standing to the credit of the PID Reserve Fund on such Payment Date and (b) the lesser of (i) 56,250 and (ii) the amount calculated in accordance with paragraph (a) of the definition of Class X Certificate Amount; Collection Period means a period beginning on and including a Determination Date (or, in the case of the first Collection Period, the Closing Date) and ending on the Business Day immediately preceding the next Determination Date. The Class X Strip Rate with respect to any Payment Date will be a per annum rate equal to the excess, if any, of (x) the Weighted Average Net Mortgage Rate for such Interest Period over (y) the weighted average rate of interest payable on all of the Notes (weighted on the basis of the respective Adjusted Notional Amount Outstanding of such Notes immediately prior to the related payment Date). Any obligation of the Issuer to pay Class X Certificate Amounts does not represent debt securities issued by the Issuer or any other person and is not part of the offering of the Notes under this Prospectus. The Weighted Average Net Mortgage Rate with respect to any Payment Date will be equal to the weighted average of the Net Mortgage Rates for the Mortgage Loans, weighted on the basis of their respective principal balances as at the beginning of the applicable Interest Period, after taking into account any write-offs of principal realised in respect of the Mortgage Loans during the Collection Period immediately preceding the last day of the relevant Interest Period), or in the case of the first Payment Date, the Closing Date. The Net Mortgage Rate for any Mortgage Loan, with respect to any Payment Date, will be equal to the per annum interest rate (excluding default interest) on such Mortgage Loan (which rate of interest shall be determined to reflect any Interest Rate Swap Transaction, Basis Rate Swap Transaction or other hedging transaction entered into in respect of such Mortgage Loan) less the Administrative Cost Rate. The Administrative Cost Factor is, at any Payment Date, equal to the fraction expressed as a percentage obtained by dividing: (a) the Administrative Fees for such Payment Date by (b) the aggregate outstanding principal balance of each Mortgage Loan, immediately after the second Loan Payment Date, immediately preceding such Payment Date. The Administrative Cost Rate is equal to a variable rate, which, as at any Payment Date, is the fraction, expressed as a percentage equal to the product of: (a) 365 and (b) the fraction obtained by dividing: (i) the Administrative Cost Factor by (ii) the actual number of days in the relevant Interest Period for such Payment Date. The Administrative Cost Rate represents as of any date of calculation, the per annum rate at which Administrative Fees for any Interest Period accrue against the outstanding principal balance of 20