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Cleveland Row Finance No.1 DAC: 26 February 2017

The Issuer will make payments on the Notes from interest and principal received in respect of the £101,620,000 mezzanine notes issued by BSREP Citypoint Mezz Limited pursuant to a note issuance agreement dated 15 December 2016. On the Closing Date, each of the original mezzanine noteholders under the Mezzanine Note Issuance Agreement will sell and transfer by novation their respective rights and obligations in the Mezzanine Notes held by them to the Issuer. Payments of amounts under the Mezzanine Notes will be applied in accordance with the Pre-Enforcement Priority of Payments or the Post-Enforcement Priority of Payments, as applicable, and allocated to the Notes. The Mezzanine Notes are secured by the Property, the rental income from the Property and certain other assets that are subject to security interests created pursuant to the English Common Security Agreements and the Mezzanine Security Agreements (see appropriate section in the prospectus for additional information). During the life of the Notes, the Revenue Receipts are expected to be sufficient to pay the interest amounts under the Notes.

The underlying property is known as CityPoint, One Ropemaker Street, London EC2Y 9SS and comprises a single building subject to multiple underlettings. It is principally used for office purposes although it has a limited number of retail units.

The Property was originally constructed in 1967 as the worldwide headquarters of the British Petroleum (BP) Group but was substantially redeveloped and enlarged in 2001. It comprises a total of approximately 709,501 sq ft arranged on four basement levels, lower ground, ground and 34 upper floors.

The CityPoint property was valued at GBP557.3m as of 30 November 2016 and was previously securitised in Ulysses (ELoC 27).

CRR 405: The Issuer is of the opinion that Article 405 of Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 21 June 2013, referred to as the Capital Requirements Regulation, and Article 51 of Regulation (EU) 231/2013 and Article 254 of Regulation (EU) 2015/35 do not apply to the issue of the Notes.

Compare/contrast: European Loan Conduit No. 27 (Ulysses) (Redeemed)