27 April E.M.I.S. FINANCE B.V. as Issuer. and. TMF TRUSTEE LIMITED as Trustee. and. THE BANK OF NEW YORK MELLON as Principal Paying Agent.

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1 27 April 2010 E.M.I.S. FINANCE B.V. as Issuer and TMF TRUSTEE LIMITED as Trustee and THE BANK OF NEW YORK MELLON as Principal Paying Agent and RENAISSANCE SECURITIES (CYPRUS) LIMITED as Calculation Agent and CJSC "ROSBUSINESSCONSULTING" as LPN Guarantor CONSTITUTING INSTRUMENT relating to the Series LPN-12-A US$140,000,000 Fixed Rate Loan Participation Notes due 2015 and Series LPN-12-B US$140,000,000 Fixed Rate Loan Participation Notes due / _14

2 TABLE OF CONTENTS Clause Headings Page 1. INTERPRETATION TRUST DEED AGENCY AGREEMENT ENFORCEMENT AGENCY AGREEMENT AMENDMENT TO THE SERIES DOCUMENTS COUNTERPARTS APPLICATION OF SERIES DOCUMENTS CONTRACTS (RIGHTS OF THIRD PARTIES) ACT TRUSTEE ACT LIMITED RECOURSE GOVERNING LAW AND JURISDICTION AGENT FOR SERVICE OF PROCESS ATTORNEYS...20 ANNEX A...21 ANNEX B...25 SCHEDULE 1 SCHEDULE 2 PARTIES TO DOCUMENT...29 FORM OF CLASS B PUT NOTICE...33 SCHEDULE 3 FORM OF COC PUT NOTICE...35 SCHEDULE 4 FINAL TERMS / _14

3 THIS CONSTITUTING INSTRUMENT is made as a deed on 27 April BETWEEN THE PARTIES LISTED IN COLUMN 1 OF SCHEDULE 1 each acting through the office or offices specified in Column 1 of Schedule 1 and in the capacity or capacities specified in Column 2 of Schedule 1. WHEREAS: This Constituting Instrument is entered into for the purpose of, inter alia, constituting the LPN-12- A US$140,000,000 Fixed Rate Loan Participation Notes due 2015 (the "Class A Loan Participation Notes") and the LPN-12-B US$140,000,000 Fixed Rate Loan Participation Notes due 2018 (the "Class B Loan Participation Notes", and together with the Class A Loan Participation Notes, the "Loan Participation Notes") and of making arrangements in connection therewith. NOW THIS DEED WITNESSES AND IT IS HEREBY AGREED AND DECLARED as follows: 1. INTERPRETATION 1.1 In this Constituting Instrument the following terms shall have the following meanings: "Agency Agreement" means the agency agreement created by this Constituting Instrument between the Issuer, the Principal Paying Agent, the Calculation Agent and the Trustee, incorporating the Master Agency Terms as amended and supplemented by this Constituting Instrument relating to the Class A Loan Participation Notes and the Class B Loan Participation Notes. "Final Terms" means the final terms executed or to be executed by the Issuer and dated the Issue Date substantially in the form set out in Schedule 4 relating to the Class A Loan Participation Notes and the Class B Loan Participation Notes. For the avoidance of doubt, any reference to the "Final Terms" includes Annex A to the Final Terms. "Master Agency Terms" means the Master Agency Terms January 2010 Edition (LPNs) signed for the purposes of identification by Renaissance Securities (Cyprus) Limited. "Master Conditions" means the Master Conditions January 2010 Edition (LPNs) signed for the purposes of identification by Renaissance Securities (Cyprus) Limited. "Master Trust Terms" means the Master Trust Terms January 2010 Edition (LPNs) signed for the purposes of identification by Renaissance Securities (Cyprus) Limited. "Purchase Price" has the meaning given thereto in the Subscription Agreement dated on or about the date hereof between the Issuer and Renaissance Securities (Cyprus) Limited. "Secured Parties" means the Trustee, the Holders of the Loan Participation Notes, the Agents and the Enforcement Agent. "Trust Deed" means the trust deed created by this Constituting Instrument between the Issuer, the LPN Guarantor and the Trustee, incorporating the Master Trust Terms as amended and supplemented by this Constituting Instrument relating to the Class A Loan Participation Notes and the Class B Loan Participation Notes. 10/LN-WORKSITE_London_10_ _14 1

4 1.2 References to the "Issuer", the "LPN Guarantor", the "Trustee", the "Principal Paying Agent" and the "Calculation Agent" shall be construed as a reference to the party or parties identified in Column 1 of Schedule 1 acting in that capacity in relation to the Loan Participation Notes pursuant to the relevant Series Documents (as defined below) specified in Column 3 of Schedule Unless otherwise specifically provided, terms used in this Constituting Instrument shall have the meanings given to such terms in, and shall be interpreted in accordance with the Conditions of the Loan Participation Notes and capitalised terms used in this Constituting Instrument but not defined shall have the meanings given to them in the Loan Agreement. 1.4 There shall be no Determination Agent or Swap Counterparty for the purposes of the Loan Participation Notes and any references in any Series Document to the Determination Agent or the Swap Counterparty (as the case may be) shall be ignored. 1.5 References to Recitals, Schedules and Clauses are to the Recitals, Schedules and Clauses of this Constituting Instrument (unless stated otherwise). The Recitals and Schedules are incorporated in and form part of this Constituting Instrument. 1.6 As used in this Constituting Instrument, "Series Documents" means the Trust Deed, the Agency Agreement and the Enforcement Agency Agreement. References to the "Master Conditions", the "Master Trust Terms" and the "Master Agency Terms" (each a "Master Terms Document") in this Constituting Instrument are to the relevant master document specified as such above and each signed for the purpose of identification by Renaissance Securities (Cyprus) Limited. 1.7 Notwithstanding any other provision of the Conditions, this Constituting Instrument, the Trust Deed or the Agency Agreement, the Class A Loan Participation Notes and the Class B Participation Notes are constituted and secured by the same Trust Deed, secured by the same Note Security and, other than in respect of Single Class Matters (as further described in Clause 2.19 below) vote together as a single class. 1.8 The definitions of the following expressions set out in the Master Definitions January 2010 Edition (the "Master Definitions") shall not apply to the Loan Participation Notes, the Trust Deed, the Conditions or the Agency Agreement (but without prejudice to the meanings given to any of those expressions in the Trust Deed, the Conditions, the Agency Agreement or this Constituting Instrument): "Account", "Agency Agreement", "Event of Default", "Extraordinary Resolution", "Final Terms" and "Trust Deed". In the event that the definition of any other term defined in the Master Definitions conflicts with or is inconsistent with the meaning given to such term in the Conditions, the Trust Deed, the Agency Agreement or, as the case may be, this Constituting Instrument, the meaning given to such term in the Conditions, the Trust Deed, the Agency Agreement or, as the case may be, this Constituting Instrument shall prevail. For the avoidance of doubt, any term which is defined in the Master Definitions but which is not used in the Conditions, the Trust Deed, the Agency Agreement or this Constituting Instrument shall be disregarded for the purposes of construing the Conditions, the Trust Deed, the Agency Agreement and this Constituting Instrument. 2. TRUST DEED 2.1 The Issuer, the LPN Guarantor and the Trustee agree that, by executing this Constituting Instrument, the Trust Deed for the Loan Participation Notes is constituted and entered into 10/LN-WORKSITE_London_10_ _14 2

5 and that the Master Trust Terms, as amended and supplemented by this Constituting Instrument, shall apply in respect of the Loan Participation Notes as if set out in full in this Constituting Instrument. Accordingly, each of the Issuer, the LPN Guarantor and the Trustee agree that by executing this Constituting Instrument they are deemed to enter into, and shall be bound by the terms of, the Trust Deed in the capacity of Issuer, LPN Guarantor and Trustee respectively. 2.2 Upon the issue of the Loan Participation Notes, the Loan Participation Notes shall forthwith be constituted by this Constituting Instrument without any further formality. In relation to the Loan Participation Notes, any reference to the "Terms and Conditions" or the "Conditions" means the Terms and Conditions of the Loan Participation Notes set out in the Master Conditions as supplemented, modified and/or replaced in relation to the Loan Participation Notes by the Final Terms and any reference to any particular Condition or Conditions means (if applicable) such Condition or Conditions as the same may have been supplemented, modified and/or replaced in relation to the Loan Participation Notes by the Final Terms. The terms set out in the Final Terms supplement and modify the Terms and Conditions of the Loan Participation Notes set out in the Master Conditions. In the event of any inconsistency between the Terms and Conditions of the Loan Participation Notes set out in the Master Conditions and the Final Terms, the Final Terms shall prevail. 2.3 Clause 1.1 of the Master Trust Terms shall be amended such that the words "any LPNs issued by the Issuer, the issue of which is arranged by Renaissance Securities (Cyprus) Limited or any of its subsidiaries or associated companies, and incorporate the Terms and Conditions" shall be deemed to be deleted and replaced by the words "any LPNs issued by the Issuer, and which incorporate the Terms and Conditions". 2.4 Clause 3.10 of the Master Trust Terms shall be amended such that the following shall be added at the end of Clause 3.10 as set out in the Master Trust Terms: Notwithstanding any other provision hereof, the Class A Loan Participation Notes and the Class B Participation Notes are constituted by the same Constituting Instrument governed and secured by the same Trust Deed, secured by the same Note Security and, other than in respect of Single Class Matters vote together as a single class. Any references to "LPNs of the relevant Series" shall be construed as references to the Class A Loan Participation Notes and the Class B Loan Participation Notes, and "LPNs", "Loan Participation Notes" and "Series" shall be construed accordingly. 2.5 Clause 4.2 of the Master Trust Terms shall be amended such that: the words "(the "Obligors" and each, an "Obligor"))" shall be deemed to be deleted and replaced by the following: (the "Obligors" and each, an "Obligor") or from the enforcement of the Security Documents); paragraph (b) thereof as set out in the Master Trust Terms shall be deleted and replaced with the following: in any case where any payment of principal, interest or additional amounts (if any) is not made to the Trustee or Principal Paying Agent on or before the due date (the "unpaid sum") default interest shall be payable as provided in the Conditions; and 10/LN-WORKSITE_London_10_ _14 3

6 2.6 Clause 4.4 as set out in the Master Trust Terms shall be deemed to be deleted and replaced by the following: Upon the occurrence of a Relevant Event and the Trustee becoming entitled or required, pursuant to the Terms and Conditions, to enforce the rights of the Holders (if any) and realise the security in respect of the Loan Participation Notes, the Trustee may: (a) by notice in writing to the Issuer and the Agents require each Agent until notified by the Trustee to the contrary, so far as permitted by any applicable law: (i) (ii) to act thereafter as the Agent of the Trustee in respect of the Loan Participation Notes on the terms provided in the Agency Agreement save that the Trustee s liability under any provisions thereof for the indemnification, remuneration and all other out-of-pocket expenses of the Agents shall be limited to the amounts for the time being held by the Trustee in respect of the Loan Participation Notes on the terms hereof and thereafter to hold all Loan Participation Notes and all moneys, documents and records held by them in respect of such Loan Participation Notes to the order of the Trustee; or to deliver all Loan Participation Notes in their possession or under their control, and all moneys, documents and records held by them in respect of such Loan participation Notes to the Trustee or as the Trustee shall direct in such notice provided that this sub-clause 4.4(a)(ii) shall be deemed not to apply to any documents or records which the relevant Agent is obliged by any applicable laws or regulations not so to release; and (b) (c) by notice in writing to the Issuer require it to make all subsequent payments in respect of the Loan Participation Notes to or to the order of the Trustee and not to the Principal Paying Agent and with effect from the receipt of any such notice by the Issuer until such notice is withdrawn, the first proviso to sub-clause 4.2 shall cease to have effect; by notice in writing to the Issuer and the Enforcement Agent require the Enforcement Agent, until notified by the Trustee to the contrary and so far as permitted by any applicable law: (1) to act thereafter as Enforcement Agent of the Trustee in respect of the Loan Participation Notes on the terms provided in the Enforcement Agency Agreement save that the Trustee's liability under any provisions thereof for the indemnification or remuneration and all other out-of-pocket expenses of the Enforcement Agent shall be limited to the amounts held by the Trustee in respect of the Loan Participation Notes on the terms hereof and thereafter to hold moneys, documents and records held by it in respect of the Loan Participation Notes to the order of the Trustee; or (2) to deliver all moneys, documents and records held by it in respect of the Loan Participation Notes to the Trustee or as the Trustee shall direct in such notice provided that this Sub-clause 4.4(c)(2) shall be deemed not to apply to any documents or records which the Enforcement Agent is obliged by any applicable laws or regulations not so to release. 10/LN-WORKSITE_London_10_ _14 4

7 The Trustee shall not be entitled to give any such notice in writing in respect of the Enforcement Agent unless it has been instructed to do so in writing by the Holders of a majority in principal amount of the Loan Participation Notes. The Trustee hereby confirms that, in circumstances where the Enforcement Agent is acting as the agent of the Trustee pursuant to the Enforcement Agency Agreement: subject as provided in Clause 5 (Instructions) of the Enforcement Agency Agreement, the Enforcement Agent may, at its discretion and without notice, exercise all of the rights, powers and discretions conferred on it under the Loan Agreement and under the Enforcement Agency Agreement as the Enforcement Agent sees fit; and the Trustee shall not direct the Enforcement Agent to take any action in respect of the Loan Agreement or the Security Documents unless and until the Trustee has been requested to do so in writing by the Holders of a majority in aggregate principal amount of the outstanding Loan Participation Notes. 2.7 Clause 6 (Form of LPNs) of the Master Trust Terms shall be amended such that the following shall be added at the end of Clause 6.1 as set out in the Master Trust Terms: For the avoidance of doubt, this clause shall apply separately to each Class of the Loan Participation Notes. 2.8 Clause 7.2 (Assignment and charge) of the Master Trust Terms shall be amended as follows: paragraph (a) thereof shall be deemed to be deleted and replaced by the following: The Issuer hereby, with full title guarantee and as continuing security for the payment and discharge of all amounts now or hereafter due in respect of the Loan Participation Notes and all other moneys now or hereafter payable under the Trust Deed and the Terms and Conditions and amounts now or hereafter due to the Agents and the Enforcement Agent (to the extent the same may lawfully be charged), charges by way of first fixed security and assigns by way of security (together, the "Charge") in favour of the Trustee for the benefit of itself and the Secured Parties: (i) (ii) (iii) all its rights, interests and benefits whatsoever, both present and future, whether proprietary, contractual or otherwise under or arising out of or evidenced by the Loan Agreement and the Security Documents (including without limitation all amounts payable thereunder); the right to receive all sums which may be paid or be or become payable to or for the account of the Lender under any claim, award or judgment relating to the Loan Agreement or any Security Document; all its rights, title and interest in and to all sums of money now or in the future deposited in an account in the name of the Issuer with the Principal Paying Agent with the number set forth in, the Final Terms, together with the debts represented thereby and together with interest from time to time earned thereon (the "Account"); 10/LN-WORKSITE_London_10_ _14 5

8 (iv) (v) all its rights, interests and benefits whatsoever, both present and future, whether proprietary, contractual or otherwise under or arising out of or evidenced by the Agency Agreement; and all its rights, interests and benefits whatsoever, both present and future, whether proprietary, contractual or otherwise under or arising out of or evidenced by the Enforcement Agency Agreement, (together, the "Note Security"), PROVIDED THAT for the avoidance of doubt the Issuer shall remain the legal and, subject to the Charge, beneficial owner of the Note Security following the creation of, and prior to any enforcement of, the Charge. If the Issuer satisfies the Trustee that an amount in respect of Reserved Rights has been paid into the Account, the Trustee shall release such amount to, or to the order of, the Issuer. The security as described in Sub-clause 7.2(a) (Assignment and Charge) above shall be on terms that the Trustee shall hold the proceeds of such security for itself and on trust for the Secured Parties as specified in the Constituting Instrument, subject to the provisions of and in the order of priority provided in Clause paragraph (b) thereof shall be deemed to be deleted and replaced by the following: The Issuer shall give written notice to the Borrower, any other Obligor and any party granting security under any Security Document of the creation of the Charge in the form set out in Schedule 6 (Form of Notice of Charge over Loan Agreement and Security Documents) and shall use its best endeavours to procure that the Borrower, any other Obligor and any other such party granting security give to the Trustee the acknowledgements of receipt thereof in the forms set out in Schedule 7 (Form of Acknowledgement of Notice of Charge over Loan Agreement and Security Documents) respectively, PROVIDED THAT if the Issuer shall have paid all sums stated in Sub-clause 7.2(a) (Assignment and Charge) to be secured by the Charge therein set out, the Trustee will at any time thereafter at the request and expense of the Issuer (to the extent it receives funds therefor from the Borrower or any other Obligor) release the Note Security, details of which are set out above, to the Issuer, or as the Issuer shall direct, and shall release to the Issuer, or as the Issuer shall direct, any sums received by it in respect thereof and still held by it after such payment and discharge subject to the provisions of Sub-clause 7.18 (Priority of payments). 2.9 Clause 7.3 (Release of security) of the Master Trust Terms shall be amended such that the first sentence of paragraph (a) thereof as set out in the Master Trust Terms shall be deemed to be deleted and replaced with the following: The security created by or pursuant to the Constituting Instrument and/or the Charging Instrument pursuant to Sub-clause 7.2 (Assignment and Charge) is granted to the Trustee to hold for itself and as trustee for the Secured Parties under the Constituting Instrument as continuing security for the payment of any amounts due under the Class A Loan Participation Notes, the Class B Loan Participation Notes, the Trust Deed, the Agency Agreement and the Enforcement Agency Agreement. 10/LN-WORKSITE_London_10_ _14 6

9 2.10 Clause 7.6 (Event of Default and Enforcement) of the Master Trust Terms shall be amended such that: the words "more than one-half" will be replaced by "a majority" in paragraphs (a) and (b) thereof; the following wording shall be inserted at the end of paragraph 7.6(a): "(including, but not limited, to submitting any claims and initiating any proceedings against the Borrower or any Obligor in any court with jurisdiction or arbitration tribunal and the taking of any other enforcement action in accordance with the Loan Agreement and the Security Documents)" paragraph (d) as set out in the Master Trust Terms shall be deemed to be deleted and replaced with the following: (d) The Trustee shall be entitled, but not obliged unless it has first been indemnified and/or secured to its satisfaction, at any time after a Relevant Event has occurred, to do any of the acts and things listed in Schedule 5 (Trustee's Powers in relation to the Note Security) in relation to the Note Security either in the name of and on behalf of the Issuer or in its own name, and the Issuer hereby appoints irrevocably and by way of security and constitutes the Trustee as the Issuer's true and lawful attorney with full power in the name and on behalf of the Issuer to do any of the acts and things listed in Schedule 5 (Trustee's Powers in relation to the Note Security) and with full power for any such attorney to sub-delegate any of such powers including the power to sub-delegate a new paragraph (g) shall be inserted as follows: (g) prior to the occurrence of a Relevant Event, the Issuer shall not be required to take any action in connection with the acceleration or enforcement of the Loan Agreement unless it has been indemnified and/or provided with security to its satisfaction against all liabilities, proceedings, claims and demands to which it may thereby become liable and all costs, charges and expenses which may be incurred by it in connection therewith. The foregoing provision shall not restrict or impose any additional requirement on any action taken by the Enforcement Agent acting on the instructions in writing given by the Holders of a majority in principal amount of the outstanding Loan Participation Notes Clause 7.8 (Appointment of receiver) of the Master Trust Terms shall be amended such that in paragraph (g) thereof the words "of Sub-clauses 7.13 (Law of Property Act 1925), 7.16 (Investment of moneys) and 7.17 (Powers of investment)" shall deemed to be deleted and replaced by the word "hereof" Clause 7.18 (Priority of Payments) of the Master Trust Terms shall be amended and restated as follows: The Trustee shall apply all moneys received by it or held to its order in the Account or accumulated in accordance with Sub-clause 7.15 (Application of moneys) or received by it from the LPN Guarantor under these Master Trust Terms (without prejudice to Sub-clause 10/LN-WORKSITE_London_10_ _14 7

10 7.16 (Investment of moneys)) and after payment of any amounts ranking in priority thereto by law (including, for the avoidance of doubt, the payment of the Series Minimum Profit (to the extent not already received by the Issuer)): (a) (b) (c) (d) (e) (f) (g) first, in payment or satisfaction of all amounts due and unpaid to the Trustee and/or any receiver, receiver and manager, administrative receiver, attorney, manager, nominee, custodian, delegate, agent or other person appointed by the Trustee pursuant to the provisions of the Trust Deed; secondly, in payment or satisfaction of all amounts due and unpaid to the Agents under the Agency Agreement, pari passu and rateably; thirdly, in payment or satisfaction of all amounts due and unpaid to the Enforcement Agent under the Enforcement Agency Agreement; fourthly, in or towards payment pari passu and rateably of all interest (if any) remaining unpaid in respect of the Loan Participation Notes (on a pari passu basis as between the Class A Loan Participation Notes and the Class B Loan Participation Notes); fifthly, in or towards payment pari passu and rateably of all principal (if any) remaining unpaid in respect of the Loan Participation Notes (on a pari passu basis as between the Class A Loan Participation Notes and the Class B Loan Participation Notes); sixthly, in or towards payment pari passu and rateably of all additional amounts (if any) remaining unpaid in respect of the Loan Participation Notes (on a pari passu basis as between the Class A Loan Participation Notes and the Class B Loan Participation Notes); and the balance (if any) in payment to the Issuer (without prejudice to, or liability in respect of, any question as to how such payment to the Issuer shall be dealt with as between the Issuer and any other person); and without prejudice to the provisions of this Clause, if the Trustee shall hold any moneys which represent amounts payable in respect of the Loan Participation Notes which have become void under Condition 9 (Prescription), the Trustee shall hold such moneys on the above trusts Clause 9.1 of the Master Trust Terms shall be amended as follows: paragraph (j) thereof as set out in the Master Trust Terms shall be amended such that the words "and the Enforcement Agency Agreement" shall be inserted immediately after the words "under the Agency Agreement"; paragraph (k) thereof as set out in the Master Trust Terms shall be amended such that the words "and the Enforcement Agency Agreement" shall be inserted immediately after the words "under the Agency Agreement (if any)" Clause 12.3 (Provisions in favour of the Trustee as regards the Note Security) of the Master Trust Terms shall be amended such that in paragraph (h) thereof the word "When" shall be deemed to be deleted and replaced by the words "Subject as provided in Clause 2.28 of the Constituting Instrument, when". 10/LN-WORKSITE_London_10_ _14 8

11 2.15 Clause 14.1 of the Master Trust Terms shall be deemed to be deleted Clause 17.1 (Amendments and Substitution) of the Master Trust Terms shall be deemed to be deleted and replaced by the following: The Trustee may, without the consent of the Holders, (a) agree to any modification to the Conditions, the Constituting Instrument, any Additional Charging Instrument, the Trust Deed, the Agency Agreement, the Loan Agreement, any Security Document and/or the Enforcement Agency Agreement (provided that, for the avoidance of doubt, any modification of the Constituting Instrument, the Agency Agreement and/or the Enforcement Agency Agreement shall require the written consent of the other parties thereto), which, in the opinion of the Trustee, will not be materially prejudicial to the interests of the Loan Participation Noteholders or is of a formal, minor or technical nature or is made to correct a manifest error, (b) authorise or waive any breach or proposed breach of any of the provisions of the Conditions, the Constituting Instrument, any Additional Charging Instrument, the Trust Deed, the Agency Agreement, the Loan Agreement, any Security Document and/or the Enforcement Agency Agreement (provided that, for the avoidance of doubt, any authorisation or waiver of any breach or proposed breach of the Constituting Instrument, the Agency Agreement and/or the Enforcement Agency Agreement shall require the written consent of the other parties thereto) if, in the opinion of the Trustee, the interests of the Loan Participation Noteholders will not be materially prejudiced thereby and (c) determine that (i) any event which would or might otherwise give rise to a right of acceleration under the Loan Agreement or (ii) any Relevant Event shall not be treated as such if, in the opinion of the Trustee the interests of the Loan Participation Noteholders will not be materially prejudiced thereby; provided that, any such agreement, authorisation, waiver or determination referred to in sub-paragraphs (a) to (c) above shall not extend to any Reserved Matter otherwise than in the case of manifest error. Any such modification, authorisation, waiver or determination referred to in subparagraphs (a) to (c) above shall be binding on the Holders Clause 22.2 as set out in the Master Trust Terms shall be deemed to be deleted and replaced by the following: Notwithstanding any other provision of the Trust Deed, the Trustee, the Loan Participation Noteholders, the Principal Paying Agent, the Enforcement Agent, the Calculation Agent and the LPN Guarantor shall have recourse only to the Note Security in relation to the Trust Deed, the Loan Participation Notes, the Agency Agreement or any other agreement or document or otherwise (subject to any limited recourse provision in any other agreement or document by which the Issuer is bound in respect of the Trustee, the Loan Participation Noteholders, the Enforcement Agent, the Calculation Agent, the Principal Paying Agent or the LPN Guarantor). Following the realisation of the security over the Note Security, none of the Trustee, the Loan Participation Noteholders, the Enforcement Agent, the Calculation Agent, the Principal Paying Agent or the LPN Guarantor shall be entitled to take any further steps against the Issuer or any of its other assets to recover any sums due but still unpaid in respect of the Trust Deed, the Loan Participation Notes, the Agency Agreement or any other agreement or document or otherwise (subject to any limited recourse provision in any other agreement or document by which the Issuer is bound in respect of the Trustee, the Loan Participation Noteholders, the Enforcement Agent, the Calculation Agent, the Principal Paying Agent or the LPN Guarantor), and all claims in respect of such sums due but still unpaid shall be extinguished. In particular, none of the Trustee, the Loan Participation Noteholders, the Enforcement Agent, the Calculation Agent, the Principal 10/LN-WORKSITE_London_10_ _14 9

12 Paying Agent or the LPN Guarantor shall be entitled to petition or take any other step for the winding-up of the Issuer The following shall be deemed to be included in the Master Trust Terms as a new Clause 25: 25 Guarantee and Indemnity 25.1 Guarantee The LPN Guarantor unconditionally and irrevocably guarantees that if the Issuer does not pay any sum payable by it under this Trust Deed or the Loan Participation Notes (where such sum has become due by virtue of the receipt of the relevant funds by the Issuer from any Obligor subject to and as provided in the Conditions) by the time and on the date specified for such payment, the LPN Guarantor shall pay that sum to or to the order of the Trustee, in freely transferable funds (to such amount as is specified by the Trustee) before close of business on that date in the city to which payment is so to be made Guarantor as Principal Debtor As between the LPN Guarantor, the Trustee and the Loan Participation Noteholders but without affecting the Issuer's obligations, the LPN Guarantor shall be liable under this Clause as if it were the sole principal debtor and not merely a surety. Accordingly, it shall not be discharged, nor shall its liability be affected, by anything that would not discharge it or affect its liability if it were sole principal debtor (including (1) any time, indulgence, waiver or consent at any time given to the Issuer or any other person, (2) any amendment to any other provisions of this Trust Deed or to the Conditions or to any security or other guarantee or indemnity, (3) the making or absence of any demand on the Issuer or any other person for payment, (4) the enforcement or absence of enforcement of this Trust Deed, the Loan Participation Notes or of any security or other guarantee or indemnity, (5) the taking, existence or release of any security, guarantee or indemnity, (6) the dissolution, amalgamation, reconstruction or reorganisation of the Issuer or any other person or (7) the illegality, invalidity or unenforceability of or any defect in any provision of this Trust Deed, the Loan Participation Notes or any of the Issuer's obligations under any of them) Guarantor's Obligations Continuing The LPN Guarantor's obligations under this Trust Deed are and shall remain in full force and effect by way of continuing security until no sum remains payable under this Trust Deed or the Loan Participation Notes. Furthermore, those obligations of the LPN Guarantor are additional to, and not instead of, any security or other guarantee or indemnity at any time existing in favour of any person, whether from the LPN Guarantor or otherwise and may be enforced without first having recourse to the Issuer, any other person, any security or any other guarantee or indemnity. The LPN Guarantor irrevocably waives all notices and demands of any kind. 10/LN-WORKSITE_London_10_ _14 10

13 25.4 Exercise of Guarantor's Rights So long as any sum remains payable under this Trust Deed or the Loan Participation Notes: any right of the LPN Guarantor, by reason of the performance of any of its obligations under this Clause, to be indemnified by the Issuer or to take the benefit of or to enforce any security or other guarantee or indemnity shall be exercised and enforced by the LPN Guarantor only in such manner and on such terms as the Trustee may require or approve; and any amount received or recovered by the LPN Guarantor (a) as a result of any exercise of any such right or (b) in the dissolution, amalgamation, reconstruction or reorganisation of the Issuer shall be held in trust for the Trustee and immediately paid to the Trustee and the Trustee shall hold it on the trusts set out in Clause 7.18 (Priority of Payments) Suspense Accounts Any amount received or recovered by the Trustee (otherwise than as a result of a payment by the Issuer to the Trustee in accordance with Clause 4) in respect of any sum payable by the Issuer under this Trust Deed or the Loan Participation Notes may be placed in a suspense account and kept there for so long as the Trustee thinks fit and the Trustee shall hold it on trust as set out in Clause 7.18 (Priority of Payments) Avoidance of Payments The LPN Guarantor shall on demand indemnify the Trustee and each Loan Participation Noteholder against any costs, loss, expense or liability sustained or incurred by them as a result of them being required for any reason (including any bankruptcy, insolvency, winding-up, dissolution, or similar law of any jurisdiction) to refund all or part of any amount received or recovered by them in respect of any sum payable by the Issuer under this Trust Deed or any Loan Participation Note relating to that Loan Participation Note and shall in any event pay to it on demand the amount as refunded by it Debts of Issuer If any moneys become payable by the LPN Guarantor hereunder, the Issuer shall not (except in the event of the liquidation of that Issuer) so long as any such moneys remain unpaid, pay any moneys for the time being due from the Issuer to the LPN Guarantor Indemnity As separate, independent and alternative stipulations, the LPN Guarantor unconditionally and irrevocably agrees (1) that any sum that, although expressed to be payable by the Issuer under this Trust Deed or the Loan Participation Notes, is for any reason (whether or not now existing and whether or not now known or becoming known to the Issuer, the LPN Guarantor, the Trustee or any Loan Participation Noteholder) not recoverable from the LPN Guarantor on the basis of a guarantee shall nevertheless be recoverable from it as if it were the sole 10/LN-WORKSITE_London_10_ _14 11

14 principal debtor and shall be paid by it to the Trustee on demand and (2) as a primary obligation to indemnify the Trustee and each Loan Participation Noteholder against any loss suffered by it as a result of any sum expressed to be payable by the Issuer under this Trust Deed or the Loan Participation Notes not being paid on the date and otherwise in the manner specified in this Trust Deed or any payment obligation of the Issuer under this Trust Deed or the Loan Participation Notes being or becoming void, voidable or unenforceable for any reason (whether or not now existing and whether or not now known or becoming known to the Trustee or any Loan Participation Noteholder), the amount of that loss being the amount expressed to be payable by the Issuer in respect of the relevant sum The following shall be deemed to be included in the Master Trust Terms as a new Clause 26: Certain Documents The Loan Agreement provides that the Issuer shall cooperate with the Borrower and any other relevant Group Company in respect of the satisfaction by the Borrower and any relevant Group Company of certain matters referred to in the Loan Agreement, including, without limitation, by the Issuer executing certain Security Documents. The Loan Agreement further provides that the Issuer shall cooperate with the Borrower and any other relevant Group Company in respect of the satisfaction by the Borrower and any relevant Group Company of certain conditions precedent set out in the Loan Agreement including, without limitation, by executing certain Security Documents. The Issuer shall enter into such Security Documents and do such other things as may be necessary or appropriate in connection with the matters and conditions precedent referred to in the Loan Agreement and no consent, authorisation or instruction shall be required from the Trustee, the holders of the Loan Participation Notes or any other person in respect thereof Paragraph 1.1 of Schedule 1 (Provisions regarding meetings of Noteholders) of the Master Trust Terms shall be amended such that sub-paragraph (a)(i) thereof as set out in the Master Trust Terms shall be amended such that the words "not being c in respect of which" shall be deemed to be deleted and replaced by the words "not being LPNs in respect of which" Paragraph 1.14 of Schedule 1 (Provisions Regarding meetings of Noteholders) shall be amended by the deletion of the last sentence thereof and the insertion, in place thereof, of the following: None of the Issuer, any Group Company nor any Onexim Company shall be entitled to vote or to give any written instructions to the Trustee, the Issuer or the Enforcement Agent in respect of Loan Participation Notes beneficially owned by or on behalf of any of them but this shall not prevent any proxy named in a block voting instruction from being a director, officer or representative of, or otherwise connected with, the Issuer, any Group Company or any Onexim Company; provided that, any Onexim Company may vote and give written instructions to the Trustee, the Issuer and the Enforcement Agent in respect of any Loan Participation Notes held by or on behalf of or for the account of any of its clients Paragraph 1.19 of Schedule 1 (Provisions regarding meetings of Noteholders) of the Master Trust Terms shall be amended as follows: 10/LN-WORKSITE_London_10_ _14 12

15 sub-paragraph (a) thereof as set out in the Master Trust Terms shall be deemed to be deleted and replaced by the following: (a) power to sanction any proposal by the Issuer for any modification, alteration, abrogation, waiver, variation or compromise of, or arrangement in respect of, the Loan Agreement, the Enforcement Agency Agreement, the Security Documents, the Terms and Conditions and/or the Trust Deed; sub-paragraph (r) thereof as set out in the Master Trust Terms shall be deemed to be deleted and replaced by the following: (r) any amendment to the Loan Agreement the effect of which would be to cause any of the matters listed in paragraphs (j) to (q) of this proviso to occur; or the paragraph following sub-paragraph (s) thereof as set out in the Master Trust Terms shall be amended such that the word "than" shall be inserted between the words "less" and "two-thirds" Paragraph 1.20 of Schedule 1 (Provisions regarding meetings of Noteholders) of the Master Trust Terms shall be amended as follows: the words "or which is a Written Resolution" shall be inserted after the words "Master Trust Terms" in the first sentence thereof the following words shall be added to the end of Paragraph 1.20: A Written Resolution shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a duly constituted meeting of holders of Loan Participation Notes (or, as the case may be, Affected Loan Participation Notes) Paragraph 1.21 of Schedule 1 (Provisions regarding meetings of Noteholders) of the Master Trust Terms shall be deemed to be deleted and replaced by the following: For the purposes of the Loan Participation Notes, "Extraordinary Resolution" means (a) a resolution passed at a meeting of Loan Participation Noteholders (or, in the case of a Single Class Matter, holders of Affected Loan Participation Notes) duly convened and held in accordance with the provisions of the Trust Deed by a majority of the votes cast or (b) a resolution in writing (a "Written Resolution") signed by or on behalf of the holders of not less than a majority in principal amount of the Loan Participation Notes (or, in the case of a Single Class Matter, holders of not less than a majority in principal amount of Affected Loan Participation Notes) which resolution may be contained in one document or in several documents in like form each signed by or on behalf of one or more of such holders (and the date of such resolution in writing shall be the date on which the latest such document is signed). The holder of Loan Participation Notes (or, in the case of a Single Class Matter, the holder of Affected Loan Participation Notes) shall have one vote for each US$1.00 in principal amount of Loan Participation Notes (or, as the case may be, Affected Loan Participation Notes) held by it Paragraph 1.24 of Schedule 1 (Provisions regarding meetings of Noteholders) of the Master Trust Terms shall be deemed to be deleted including all sub-paragraphs thereof Schedule 6 (Form of Notice of Charge over Loan Agreement and Security Documents) shall be deemed to be deleted and replaced by the Schedule 6 contained in Annex A hereto. 10/LN-WORKSITE_London_10_ _14 13

16 2.27 Schedule 7 (Form of Acknowledgement of Notice of Charge over Loan Agreement and Security Documents) shall be deemed to be deleted and replaced by Schedule 7 contained in Annex B hereto Notwithstanding any provision of the Master Trust Terms to the contrary, for the purposes of the provisions (the "Determination Provisions"), of the Master Trust Terms concerning the convening of meetings of Loan Participation Noteholders to consider matters affecting their interests and the passing of Extraordinary Resolutions (including Written Resolutions), including in respect of the modification, waiver or abrogation by Extraordinary Resolution of any provision of the Loan Agreement, the Security Documents (as defined in the Loan Agreement), the Terms and Conditions and/or the Trust Deed, except in the case of a Single Class Matter, the holders of the Class A Loan Participation Notes and the holders of the Class B Loan Participation Notes shall act together (as a single class). For the purposes of the Loan Participation Notes, a "Single Class Matter" is a matter which, in the determination of the Trustee, affects (1) only the interests of the holders of the Class A Loan Participation Notes and not the interests of the holders of the Class B Loan Participation Notes (in which case the Class A Loan Participation Notes shall be the "Affected Loan Participation Notes") or (2) only the interests of the holders of the Class B Loan Participation Notes and not the interests of the holders of the Class A Loan Participation Notes (in which case the Class B Loan Participation Notes shall be the "Affected Loan Participation Notes"). In the case of a Single Class Matter, only the holders of the Affected Loan Participation Notes shall be treated as holders of Loan Participation Notes for the purposes of the Determination Provisions, and the holders of the Class of Loan Participation Notes which are not the Affected Loan Participation Notes shall be disregarded for such purposes. Without limiting the foregoing, the provisions of Schedule 1 (Provisions regarding meetings of Noteholders) shall be construed accordingly. Any modification, waiver or abrogation of any provision of the Loan Agreement, the Security Documents (as defined in the Loan Agreement), the Terms and Conditions or the Trust Deed may be made if sanctioned by an Extraordinary Resolution. A meeting may be convened by the Issuer, the Trustee or the Enforcement Agent and upon the request in writing of Loan Participation Noteholders holding not less than one tenth of the aggregate principal amount of the outstanding Loan Participation Notes (or, in the case of a Single Class Matter, holding not less than one tenth of the aggregate principal amount of the outstanding Affected Loan Participation Notes) shall be convened by the Issuer, the Trustee (subject to it being secured and/or indemnified to its satisfaction in relation to any costs and expenses thereby occasioned) or the Enforcement Agent. Subject as provided in the next sentence, the quorum at any meeting will be two or more persons present holding or representing a majority of the aggregate principal amount of the outstanding Loan Participation Notes (or, in the case of a Single Class Matter, holding or representing a majority of the aggregate principal amount of the outstanding Affected Loan Participation Notes) or, at any adjourned meeting, two or more persons present being or representing Loan Participation Noteholders (or, in the case of a Single Class Matter, being or representing holders of Affected Loan Participation Notes) whatever the principal amount of the Loan Participation Notes (or Affected Loan Participation Notes) held or represented. The quorum for a meeting to pass an Extraordinary Resolution in respect of a Reserved Matter shall be two or more persons present holding or representing not less than two thirds or, at any adjourned meeting, one third of the aggregate principal amount of the outstanding Loan Participation Notes (or, in the case of a Single Class Matter, of the 10/LN-WORKSITE_London_10_ _14 14

17 aggregate principal amount of outstanding Affected Loan Participation Notes). The Holder of a Global Loan Participation Note representing the whole of a Class will be treated as being two persons for the purposes of any quorum requirements of a meeting of Loan Participation Noteholders. Any Extraordinary Resolution duly passed at any such meeting or which is a Written Resolution shall be binding on all the Loan Participation Noteholders, whether present or not at the meeting (where applicable). A Written Resolution shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a duly constituted meeting of holders of Loan Participation Notes (or, as the case may be, Affected Loan Participation Notes). For the purposes of the Loan Participation Notes, "Extraordinary Resolution" means (a) a resolution passed at a meeting of Loan Participation Noteholders (or, in the case of a Single Class Matter, holders of Affected Loan Participation Notes) duly convened and held in accordance with the provisions of the Trust Deed by a majority consisting of a majority of the votes cast or (b) a resolution in writing (a "Written Resolution") signed by or on behalf of the holders of a majority in principal amount of the Loan Participation Notes (or, in the case of a Single Class Matter, holders of a majority in principal amount of Affected Loan Participation Notes) which resolution may be contained in one document or in several documents in like form each signed by or on behalf of one or more of such holders (and the date of such resolution in writing shall be the date on which the latest such document is signed). The holder of Loan Participation Notes (or, in the case of a Single Class Matter, the holder of Affected Loan Participation Notes) shall have one vote for each US$1.00 in principal amount of Loan Participation Notes (or, as the case may be, Affected Loan Participation Notes) held by it. For the avoidance of doubt, if there is any inconsistency between the Determination Provisions set out in the Master Trust Terms (including, without limitation, Schedule 1 (Provisions Regarding Meetings of Noteholders) thereof) and the provisions of this Clause 2.28, the provisions of this Clause 2.28 shall prevail Notwithstanding any other provision in the Trust Deed or the Conditions, in order to exercise any voting rights in respect of any Loan Participation Notes (including, without limitation, in relation to a Written Resolution) and in order to give any instruction in writing to the Trustee, the Issuer or the Enforcement Agent in respect of any Loan Participation Notes, a Holder of Loan Participation Notes shall be required to provide to the Trustee and the Enforcement Agent a written certification addressed to them that such Loan Participation Notes are not beneficially owned by or on behalf of the Issuer, any Group Company or any Onexim Company not including any such Loan Participation Notes held by or on behalf of or for the account of any client of any Onexim Company Notwithstanding any provisions in the Master Trust Terms to the contrary, the Trustee shall hold the Note Security on trust for itself and the Secured Parties Clause 4.1 of the Master Trust Terms shall be amended by incorporating the following as a second sentence thereof: "The Issuer shall, subject to and in accordance with the terms of the Loan Agreement, make the Class A Advance and the Class B Advance available to the Borrower by procuring that the Dealer pays the Purchase Price directly to the Borrower's Account." 3. AGENCY AGREEMENT 3.1 The Issuer, the Principal Paying Agent, the Calculation Agent and the Trustee agree that, by executing this Constituting Instrument, the Agency Agreement for the Loan 10/LN-WORKSITE_London_10_ _14 15

18 Participation Notes is entered into and that the Master Agency Terms, as amended and supplemented by this Constituting Instrument, shall apply in respect of the Loan Participation Notes as if set out in full in this Constituting Instrument. Accordingly, each of the Issuer, the Principal Paying Agent, the Calculation Agent and the Trustee agree that by executing this Constituting Instrument they shall be deemed to enter into, and shall be bound by the terms of, the Agency Agreement in the capacity of Issuer, Principal Paying Agent, Calculation Agent and Trustee respectively. 3.2 Clause 1 (Background) of the Master Agency Terms shall be amended such that subparagraph (a) shall be deemed to be deleted and replaced by the following: These Master Agency Terms (January 2010 Edition (LPNs)) contain provisions which may be used with respect to any LPNs issued by the Issuer. 3.3 Clause 2 (Appointment of Agents) of the Master Agency Terms shall be amended such that the following shall be added to the end of Clause 2 (Appointment of Agents) as set out in the Master Agency Terms: Notwithstanding any other provision hereof, the Class A Loan Participation Notes and the Class B Participation Notes are constituted and secured by the same Trust Deed, secured by the same Note Security and, other than in respect of Single Class Matters vote together as a single class. Any references to "LPNs of the relevant Series" shall be construed as references to the Class A Loan Participation Notes and the Class B Loan Participation Notes, and "LPNs", "Loan Participation Notes" and "Series" shall be construed accordingly. 3.4 Clause 4.1 (By the Issuer) of the Master Agency Terms shall be amended as follows: sub-paragraph (b) thereof as set out in the Master Agency Terms shall be deemed to be deleted and replaced by the following: (b) Subject to Condition 2(b) (Limited Recourse), the Issuer shall instruct the Borrower and/or any other Obligor (as applicable) to pay or cause to be paid, amounts due under the applicable Loan Agreement to the Account, not later than 10:00 a.m. (London time) on the day on which such payment becomes due under the Loan Agreement. The Issuer confirms that unless it or, following a Relevant Event, the Trustee notifies the Principal Paying Agent to the contrary, the Principal Paying Agent is authorised to release from the Account as and when necessary such funds as shall satisfy the Issuer's payment obligations to the Noteholders. For the avoidance of doubt, the Principal Paying Agent shall release funds from the Account no earlier than the first Business day after the date on which the relevant are received into the Account the first sentence of sub-paragraph (c) thereof shall be deemed to be deleted The word "lien" shall be deemed to be deleted from sub-paragraph (d) thereof. 3.5 Clause 4.3 (Notification of Non-Receipt) of the Master Agency Terms shall be deemed to be deleted. 3.6 The following shall be inserted as a new Clause 4.10 in the Master Agency Terms: The Principal Paying Agent shall: 10/LN-WORKSITE_London_10_ _14 16

19 (i) (ii) provide the issuer with a statement showing any amounts received into the Account in relation to the Loan Agreement and shall, subject to and in accordance with the Agency Agreement, apply such amounts on behalf of the Issuer pursuant to the Conditions and the Trust Deed (which amounts shall be applied no earlier than the next Business Day after the Principal Paying Agent is satisfied that the relevant amount has been received in the Account); and promptly notify the Issuer of the receipt of any Class B Put Notice or CoC Put Notice delivered by any Holder pursuant to the Conditions. 3.7 Clause 6.1 (Acting for the Trustee) of the Master Agency Terms shall be amended such that the words "an Event of Default or" shall be deemed to be deleted. 3.8 Clause 8 (Early Redemption of the LPNs) of the Master Agency Terms shall be deemed to be deleted and replaced by the following: 8. EARLY REDEMPTION OF THE LPNS (a) (b) If, pursuant to Condition 6 (Redemption and Purchase), the Issuer is required to redeem the LPNs in whole or in part before their stated maturity date, it shall promptly upon becoming aware of the same, give notice of such redemption to the Principal Paying Agent, the Agent, the Trustee, the Borrower and any other Obligor in accordance with the Conditions, setting out the date for redemption. The Principal Paying Agent shall notify the Noteholders and any other Paying Agents of the date for redemption as soon as practicable after receipt of such notice from the Issuer. 3.9 Clause 19 (Meetings of Noteholders) of the Master Agency Terms shall be amended such that the words "as amended by the Constituting Instrument" shall be inserted after the words "the First Schedule to the Master Trust Terms" each time they appear in subparagraphs (a) and (b) thereof as set out in the Master Agency Terms Clause 20 (Limited Recourse) as set out in the Master Agency Terms shall be deemed to be amended by deleting the first sentence thereof and replacing it by the following: Notwithstanding any other provision of this Agency Agreement, the Trustee, the Loan Participation Noteholders, the Principal Paying Agent, the Enforcement Agent, the Calculation Agent and the LPN Guarantor shall have recourse only to the Note Security in relation to this Agency Agreement, the Loan Participation Notes, the Trust Deed or any other agreement or document or otherwise (subject to any limited recourse provision in any other agreement or document by which the Issuer is bound in respect of the Trustee, the Loan Participation Noteholders, the Enforcement Agent, the Calculation Agent, the Principal Paying Agent or the LPN Guarantor). Following the realisation of the security over the Note Security, none of the Trustee, the Loan Participation Noteholders, the Enforcement Agent, the Calculation Agent, the Principal Paying Agent or the LPN Guarantor shall be entitled to take any further steps against the Issuer or any of its other assets to recover any sums due but still unpaid in respect of this Agency Agreement, the Loan Participation Notes, the Trust Deed or any other agreement or document or otherwise (subject to any limited recourse provision in any other agreement or document by which the Issuer is bound in respect of the Trustee, the Loan Participation Noteholders, the Enforcement Agent, the Calculation Agent, the Principal Paying Agent or the LPN 10/LN-WORKSITE_London_10_ _14 17

20 Guarantor), and all claims in respect of such sums due but still unpaid shall be extinguished. In particular, none of the Trustee, the Loan Participation Noteholders, the Enforcement Agent, the Calculation Agent, the Principal Paying Agent or the LPN Guarantor shall be entitled to petition or take any other step for the winding-up of the Issuer. 4. ENFORCEMENT AGENCY AGREEMENT 4.1 The Issuer and for the purposes of Clause 11 (Enforcement Agent to Act for Trustee) of the Enforcement Agency Agreement, the Trustee have, pursuant to the Enforcement Agency Agreement, appointed the Enforcement Agent to perform the obligations required of it under the Loan Agreement and the Enforcement Agency Agreement. 4.2 If the Enforcement Agent is unable or unwilling to act, the Issuer shall (subject to being indemnified or provided with security to its satisfaction), if instructed by an Extraordinary Resolution or instructed in writing by the Holders of a majority in principal amount of the Loan Participation Notes, terminate the Enforcement Agency Agreement and enter into an agreement on substantially the same terms as the Enforcement Agency Agreement with a party designated in such Extraordinary Resolution or written instruction to be the replacement Enforcement Agent. 5. AMENDMENT TO THE SERIES DOCUMENTS Each of the Series Documents may be amended and/or supplemented by agreement of the parties thereto without any requirement for consent or any other action from any other party to this Constituting Instrument unless provided otherwise in this Constituting Instrument, the relevant Master Terms Document or by any of the other Series Documents. 6. COUNTERPARTS This Constituting Instrument may be executed in any number of counterparts in which case this Constituting Instrument will be as effective as if all the signatures or seals on the counterparts were on a single copy of this Constituting Instrument. 7. APPLICATION OF SERIES DOCUMENTS Each of the Trust Deed and Agency Agreement constituted hereby shall apply to the Loan Participation Notes constituted hereby as a separate agreement and shall not apply to any other Series of Notes. 8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 A person which is not a party to this Constituting Instrument has no rights under the Contracts (Right of Third Parties) Act 1999 to enforce any terms of this Constituting Instrument or any agreement or deed constituted hereby, but this does not affect any right or remedy of a third party which exists or is available apart from that Act. 9. TRUSTEE ACT 2000 The duty of care that applies to a trustee under section 2 of the Trustee Act 2000 shall not apply to the Trustee. Subject thereto, if the Trustee fails to show the degree of care and due diligence required of it as a trustee, due regard being given to the provisions of this Trust Deed, nothing in the Trust Deed shall relieve or indemnify it from or against any liability 10/LN-WORKSITE_London_10_ _14 18