Tawny Funding SA (Secured Note Prog): 01 December 2017

A debt programme for the issuance of a series of secured notes secured, amongst other things, over the Issuer's rights as lender under one or more commercial real estate or other loans or loan tranches (or a portion thereof) purchased from Morgan Stanley Bank International Limited or an affiliate of Morgan Stanley Bank International Limited specified as the seller in the relevant Drawdown Document. The liability of the Company under the notes and the programme is separate in respect of each series of notes.

The maximum aggregate principal amount of notes outstanding at any one time under the programme will not exceed EUR5bln. The maximum aggregate principal amount of Notes which may be outstanding at any one time under the programme may be increased from time to time, subject to compliance with the relevant provisions of the Dealer Agreement.

Unless specified otherwise in the Drawdown Document for a Series, the Underlying Loans will be purchased by the Issuer from Morgan Stanley Bank International Limited and will have been originated by Morgan Stanley Bank International Limited itself or by an affiliate as specified in the Drawdown Document for a Series.

Generally, the underlying loans are made by the Originator for the purposes of enabling the relevant borrowers to refinance their indebtedness, acquire or refinance the relevant property or properties which constitute security for the relevant underlying loan and to finance or refinance relevant financing costs.