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European Loan Conduit No. 34 (Scorpio): 12 June 2019

The Issuer will make payments on the Notes and the VRR Loan from payments of principal and interest received by the Issuer under the then outstanding Term Facility A1 Loans and Term Facility A2 Loans originally advanced by the Original Senior Lender to the Senior Obligors under the Senior Facility Agreement. Immediately prior to the Closing Date, the Loan Seller shall acquire from the Original Senior Lender the Term Facility A2 Loans in the amount of £236,382,516.77 (being approximately 82.5% of the Senior Loan) and on the Closing Date the Loan Seller shall sell such interest to the Issuer pursuant to the Securitised Senior Loan Sale Documents.

The Senior Loan will be secured by, among other things, a portfolio of logistics and industrial properties located throughout England, Wales and Scotland. The Property Portfolio comprises 110 industrial and 2 office assets situated throughout the United Kingdom. The properties offer approximately 7,795,665 sq ft of total lettable area which is currently let to over 850 tenants (1,015 units) at a level of approximately 90.7%. The majority of the properties are located in the North of England (25.21% of the lettable area and 26.43% of contractual gross rental income). The remaining assets are located in the Midlands Region (21.90% by GLA), Scotland (30.16% by GLA), the South England Region (5.63% by GLA) and Wales (17.09% by GLA).

EU Risk Retention: Morgan Stanley Bank, N.A., as originator in respect of the Senior Loan, will retain a material net economic interest of not less than 5% in the securitisation in accordance with the text of Article 6(1) of Regulation (EU) 2017/2402. As at the Closing Date, such retained material net economic interest will comprise not less than 5% of the nominal value of each of the tranches sold or transferred to investors in accordance with Article 6(3)(a) of the Securitisation Regulation in the form of the VRR Loan, which has a nominal value equal to at least 5% of the aggregate Principal Amount Outstanding of each Class of Notes and the principal balance of the VRR Loan in each case, in accordance with the EU Risk Retention Rules.

US Risk Retention: This securitisation transaction will be subject to the credit risk retention requirements of Section 15G of the Exchange Act. Morgan Stanley Bank Principal Funding, Inc. will act as the "retaining sponsor" and on the Closing Date will, pursuant to the VRR Loan Agreement, advance the VRR Loan to the Issuer in its capacity as Initial VRR Lender.

Compare/contrast: European Loan Conduit No. 33 (Salus), Elizabeth Finance 2018