NOTICE OF EXERCISE OF THE MORTGAGE POOL OPTION
AND MANDATORY REDEMPTION IN FULL OF THE NOTES
Tower Bridge Funding 2021‑1 PLC
(Registered in England and Wales under number
13061746)
(the "Issuer")
Class A Notes due July 2064
(ISIN XS2321430295)
Class B Notes due July 2064 (ISIN XS2321430618)
Class C Notes due July 2064 (ISIN XS2321430881)
Class D Notes due July 2064 (ISIN XS2321431004)
Class X Notes due July 2064 (ISIN XS2321431186) (the
"Notes")
The Master Definitions Schedule, dated
25 March 2021 and signed for the purpose of identification by
Cadwalader, Wickersham & Taft LLP and Allen & Overy LLP in
connection with the Notes (as the same may have been amended,
varied or supplemented from time to time, the "Master Definitions
Schedule") is expressly and specifically incorporated into this
notice and, accordingly, the expressions
defined in the
Master Definitions Schedule shall, except
where the context otherwise requires and
save where otherwise defined in this notice, have the same meanings in this notice and this notice shall be
construed in
accordance with the interpretation provisions set out in Clause 2 (Interpretation) of the Master Definitions
Schedule.
IRREVOCABLE NOTICE IS HEREBY GIVEN by the Issuer
to each Noteholder in accordance with Note Condition 13 (Notice to
Noteholders) that:
(a) Belmont Green Finance Limited, as the
Mortgage Pool Option Holder, has exercised the Mortgage Pool Option
pursuant to the Deed Poll and has agreed to acquire the Mortgage
Pool Option Loans from the Issuer on the Interest
Payment Date falling in April 2024, such
date being 22 April 2024 (the
"Call Option Date");
(b) all of the outstanding Notes will be
redeemed by the Issuer on the Call Option Date pursuant to Note
Condition 5(d)(i) (Mandatory Redemption in
Full) at an amount equal to the Principal Amount Outstanding
of the relevant Note to be redeemed with accrued (and unpaid)
interest on the Principal Amount Outstanding of the relevant Note
up to but excluding the date of redemption; and
(c) the Issuer has delivered to the Note Trustee
a certificate signed by two directors of the Issuer stating that it
will on the date for redemption have the necessary funds from a
sale of the Charged Property pursuant to the Deed Poll, together
with any amounts standing to the credit of the Transaction Account
(including the General Reserve Fund and the Liquidity Reserve Fund)
and/or any other cash held by or on behalf of the Issuer (other
than any Swap Excluded Receivable Amounts and any Issuer Profit
Amount) as would be required to (I)
redeem all of the Notes then outstanding in full together
with accrued and unpaid interest on such Notes, (II)
pay amounts required under the Pre-Enforcement Priority of
Payments to be paid in priority to or pari
passu with the Notes on such Call Option Date; and
(III) pay any other costs associated with the
exercise of the Mortgage Pool Option.
By: Tower Bridge Funding
2021‑1 PLC
10th Floor, 5 Churchill Place
London E14 5HU
as Issuer
Dated 26 March 2024
