IMPORTANT NOTICE

IMPORTANT: You must read the following disclaimer before continuing. This notice applies to the Explanatory Memorandum (the “Memorandum”) following this Important Notice, whether received by email or otherwise received as a result of electronic or any other form of communication. You are therefore advised to read this page carefully before reading, accessing or making any other use of the Memorandum. In reading, accessing or making any other use of the Memorandum, you agree to be bound by the terms and conditions in this Important Notice, including any modifications to them from time to time.

THIS DOCUMENT AND THE ATTACHED MEMORANDUM IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of the Memorandum or the action you should take, you are recommended to seek your own financial advice, including in respect of any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the United Kingdom Financial Services and Markets Act 2000 or under any other relevant regulation of the applicable jurisdiction, or from another appropriately authorised independent financial adviser.

You are being sent the Memorandum on the basis that you have previously confirmed to BNP Paribas Securities Services, Luxembourg Branch (the “Tabulation Agent”) and Lifemark S.A. (“Lifemark”), acting in respect of its Compartment 1 (the “Issuer”), that:

(i) you are a holder or a beneficial owner of the Bonds (as defined below);

(ii) you are not a U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”));

(iii) you shall not pass on the Memorandum to third parties (save as otherwise permitted in this Important Notice)or otherwise make the Memorandum publicly available;

(iv) you are not a person to whom it is unlawful to send the Memorandum or to make the solicitation pursuant to the Memorandum (the “Solicitation”) under any other applicable law or regulation;

(v) you consent to delivery of the Memorandum and any amendments or supplements thereto by electronic transmission to you; and

(vi) you have understood and agree to the terms set forth herein.

The Memorandum is not being sent to any holders who are U.S. persons (as defined above). The bonds as listed in Annex 1 to the Memorandum (the “Bonds”) when issued were issued pursuant to an exemption from the registration requirements of the Securities Act and the Bonds have not been and will not be registered under the Securities Act or the securities law of any state or jurisdiction of the U.S.

THE MEMORANDUM AND THE ATTACHED DOCUMENTS HAVE NOT BEEN FILED WITH OR REVIEWED BY ANY SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY COMMENTED UPON OR APPROVED THE ACCURACY OR ADEQUACY OF THE MEMORANDUM, EXCEPT THAT THE ISSUER HAS FURNISHED OR WILL FURNISH THE MEMORANDUM TO THE COMMISSION DE SURVEILLANCE DU SECTEUR FINANCIER IN LUXEMBOURG AND THE LUXEMBOURG STOCK EXCHANGE. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENCE.

You are reminded that the Memorandum has been delivered to you on the basis that you are a person into whose possession the Memorandum may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located and/or resident and you may not, nor are you authorised to, deliver the Memorandum, electronically or otherwise, to any other person. If you have recently sold or otherwise transferred your entire holding of Bonds, you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee, but if and only if you are permitted to do so by applicable law, and subject to the restrictions set out in this Important Notice. Save as referred to above, the Memorandum should not be forwarded or distributed to any other person and should not be reproduced in any manner whatsoever.

The distribution of the Memorandum in certain jurisdictions may be restricted by law and persons into whose possession the Memorandum comes are requested to inform themselves about, and to observe, any such restrictions. No action has been or will be taken in any jurisdiction in relation to the Solicitation that would permit a public offering of securities.

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The materials relating to the Solicitation do not constitute, and may not be used in connection with, a solicitation in any place where such solicitations are not permitted by law.

If this document has been sent to you in an electronic form, you are reminded that documents transmitted via this medium may be altered or changed during the process of electronic communication and consequently none of the Tabulation Agent, Lifemark, the Issuer, KPMG Luxembourg S.à r.l. (in its capacity as provisional administrator of the Issuer) or SMP Trustees Limited (formerly known as Fortis Intertrust Trustees (IOM) Ltd) as trustee or any person who controls such person, or, in each case, any partner, director, officer, employee or agent of any such person or any affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any differences or discrepancies between the Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Tabulation Agent.

THE MEMORANDUM MAY NOT BE DOWNLOADED, FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON (SAVE AS OTHERWISE PERMITTED IN THIS IMPORTANT NOTICE)AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, SHOULD NOT BE FORWARDED TO ANY U.S. PERSON (AS DEFINED ABOVE). ANY DOWNLOADING, FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS AND REGULATIONS OF THE UNITED STATES AND OTHER JURISDICTIONS.

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR OWN INDEPENDENT PROFESSIONAL ADVISERS IMMEDIATELY.

THIS DOCUMENT CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE BENEFICIAL OWNERS OF THE BONDS (AS THAT TERM IS DEFINED BELOW). IF APPLICABLE, ALL ACCOUNT HOLDERS, DEPOSITARIES, CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING THIS DOCUMENT ARE REQUESTED TO PASS THIS DOCUMENT TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER.

IF YOU HAVE RECENTLY SOLD OR OTHERWISE TRANSFERRED YOUR ENTIRE HOLDING OF BONDS, YOU SHOULD, SUBJECT TO APPLICABLE LAW, IMMEDIATELY FORWARD THIS DOCUMENT TO THE PURCHASER OR TRANSFEREE, OR THE STOCKBROKER, BANK OR OTHER AGENT THROUGH WHOM SUCH SALE OR TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE.

THE SOLICITATION REFERRED TO IN THIS DOCUMENT MAY NOT BE MADE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED).

EXPLANATORY MEMORANDUM

DATED 31 OCTOBER 2011

SOLICITATION FOR VOTES ON A PROPOSAL FOR THE FUTURE OF LIFEMARK S.A.

by

LIFEMARK S.A. (“Lifemark”) acting in respect of its Compartment 1 (the “Issuer”)(a public limited liability company (société anonyme) incorporated as a securitisation company (société de titrisation) under the laws of the Grand Duchy of Luxembourg on 12 January 2006, having its registered

office at 46A, avenue John F. Kennedy, L-1855 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B-113616)

in respect of each of the outstanding bonds listed in Annex 1 hereto (each a “Bond” and together, the “Bonds”)

The Issuer is sending this Explanatory Memorandum (this “Memorandum”) to solicit (the “Solicitation”) from the holders (the “Bondholders” or “you” or “your”) of each of the 25 issues (each an “Issue” and together, the “Issues”) of the Bonds constituted under a separate trust deed (each such trust deed, as amended, supplemented and/or restated from time to time, a “Trust Deed” and together, the “Trust Deeds”) entered into on or about the issue date of such Issue with SMP Trustees Limited (formerly known as Fortis Intertrust Trustees (IOM) Ltd) as trustee (the “Trustee”) and represented by a registered global bond (each such global bond, a “Global Bond”, and together, the “Global Bonds”), your vote to pass the Extraordinary Resolutions set out herein at:

a single meeting of the Bondholders of all the Issues (the “Scheduled Plenary Meeting”); and

a separate meeting of the Bondholders of each Issue (each a “Scheduled Meeting by Issue” and, together with the Scheduled Plenary Meeting, the “Scheduled Meetings”).

The Scheduled Meetings will be held at The Barbican Hall, The Barbican Centre, Silk Street, London EC2Y 8DS on Thursday, 10 November 2011. The Scheduled Plenary Meeting will commence promptly at 10.00 a.m. London timeand each Scheduled Meeting by Issue shall commence as soon as practicable after the Scheduled Plenary Meetinghas ended (the specific order of each Scheduled Meeting by Issue is to be determined by the Trustee and will not follow the sequential numbering of the Issues) at the same venue and on the same day to consider and vote on the passage of the Proposal.

The Extraordinary Resolutions will allow you to vote for the following proposal described herein (unless it is withdrawn at or prior to the Scheduled Meetings):

the “Controlled Liquidation Proposal”, which involves a controlled liquidation (a “Controlled Liquidation”) of Lifemark to be carried out in accordance with the terms of a protocol approved by the liquidators appointed by the Luxembourg courts (as described in the section entitled “The Solicitation -Detailed Terms of the Controlled Liquidation Proposal” below).

The Controlled Liquidation Proposal is also referred to as the “Proposal”.

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Bondholders can:

vote in favour of or against the Controlled Liquidation Proposal under Extraordinary Resolution One; and/or

vote in favour of or against Extraordinary Resolution Three; or

abstain from taking any action (in which case, the Bondholders’ Bonds will not be taken into account in determining satisfaction of the quorum for the relevant Scheduled Meetings and the result of the votes at the relevant Scheduled Meetings).

For the avoidance of doubt, you can also choose to vote against any or all of the Extraordinary Resolutions or refrain from participating in the relevant Scheduled Meeting.

AN ALTERNATIVE PROPOSAL DESCRIBED IN THE NOTICE OF MEETINGS AS THE “SEAPORT PROPOSAL” HAS BEEN WITHDRAWN BECAUSE THE AFFILIATE OF THE US-BASED FINANCIAL INSTITUTION THAT WAS IN NEGOTIATIONS TO PROVIDE LONG-TERM FINANCING HAS WITHDRAWN ITS PROPOSAL FOR THE POTENTIAL TRANSACTION THAT FORMED THE BASIS OF THE SEAPORT PROPOSAL.

THE PROVISIONAL ADMINISTRATOR HAS WITHDRAWN THE SEAPORT PROPOSAL PURSUANT TO ITS RIGHT (AS SET OUT IN THE NOTICE OF MEETINGS) TO WITHDRAW ANY OR BOTH OF THE CONTROLLED LIQUIDATION PROPOSAL AND THE SEAPORT PROPOSAL TO THE EXTENT THAT IT BECOMES AWARE OF ANY NEW INFORMATION AND/OR FACTORS RELEVANT TO THE RELEVANT PROPOSAL OR IF THE TERMS OF THE RELEVANT PROPOSAL CHANGE MATERIALLY, OR IF IT CONSIDERS THAT A PARTICULAR COURSE OF ACTION IS NOT POSSIBLE OR VIABLE.

CONSEQUENTLY, BONDHOLDERS SHOULD NOTE THAT:

AMENDMENTS HAVE BEEN MADE TO EXTRAORDINARY RESOLUTION ONE AND EXTRAORDINARY RESOLUTION THREE (AS SET OUT IN THE NOTICE OF MEETINGS)AND BONDHOLDERS SHOULD REFER TO THE AMENDED FORMS OF THESE EXTRAORDINARY RESOLUTIONS SET OUT IN THIS MEMORANDUM AND IN THE SUPPLEMENTAL NOTICE OF MEETINGS; AND

EXTRAORDINARY RESOLUTION TWO (AS SET OUT IN THE NOTICE OF MEETINGS) HAS BEEN WITHDRAWN IN ITS ENTIRETY.

TO ENSURE CONSISTENCY WITH THE NUMBERING OF THE EXTRAORDINARY RESOLUTIONS SET OUT IN THE NOTICE OF MEETINGS, THERE WILL BE NO RENUMBERING OF THE EXTRAORDINARY RESOLUTIONS TO REFLECT THE WITHDRAWAL OF EXTRAORDINARYRESOLUTION TWO. AS SUCH, EXTRAORDINARY RESOLUTION ONE AND EXTRAORDINARY RESOLUTION THREE WILL CONTINUE TO BE SO NAMED.

If the required majority of Bondholders is not established in respect of an Extraordinary Resolution, or any of the Scheduled Meetings by Issue are not quorate, or the separate Scheduled Meetings do not each approve the Proposal, then the Proposal will not be adopted pursuant to the Extraordinary Resolutions. The Trustee will therefore have to consider whether to make an application to the English courts to obtain directions as to how to proceed in relation to the implementation of the Proposal. A provisional administrator (the “Provisional Administrator”), KPMG Luxembourg S.à r.l. (formerly KPMG Advisory S.à r.l.), represented by Mr. Eric Collard,has been appointed with respect to Lifemark by the Luxembourg court. One of the principal purposes of the appointment was to try to find a restructuring or other solution to the liquidity and structural issues that affected the Issuer and are described herein.

While the Provisional Administrator has taken all reasonable steps to ensure that the contents of this Memorandumare accurate and reasonably complete, it cannot accept any liability for any error, omission or mis-statement contained in this Memorandum or in any documentation entered into or prepared in connection with this Memorandum.

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IMPORTANT NOTICE TO BONDHOLDERS

There are important deadlines that you must meet in order to give your instructions or appoint proxies.

BONDHOLDERS MUST ENSURE DELIVERY OF THEIR INSTRUCTIONS BEFORE THE TIME ANDDATE SET BY THE RELEVANT CLEARING SYSTEM OR ANY OTHER RELEVANT INTERMEDIARY AND IN ACCORDANCE WITH THE PROCEDURES SET OUT IN THISMEMORANDUM SO THAT SUCH INSTRUCTIONS MAY BE COMMUNICATED TO THE TABULATION AGENT PRIOR TO THE BGL DEADLINE SET OUT IN THE SECTION ENTITLED “VOTING AND QUORUM” BELOW.

BONDHOLDERS WHOSE BONDS ARE HELD ON THEIR BEHALF BY A BROKER, DEALER, COMMERCIAL BANK, CUSTODIAN, TRUST COMPANY OR ACCOUNT HOLDER SHOULD CONTACT THEIR BROKER, DEALER, COMMERCIAL BANK, CUSTODIAN, TRUST COMPANY OR ACCOUNT HOLDER, AS THE CASE MAY BE, TO CONFIRM THE DEADLINE FOR RECEIPT OF THEIR INSTRUCTIONS SO THAT SUCH INSTRUCTIONS (AND ANY RELATED APPOINTMENTS OF PROXIES) MAY BE PROCESSED IN A TIMELY MANNER AND IN ACCORDANCE WITH THE RELEVANT DEADLINES AND DELIVERED TO THE RELEVANT CLEARING SYSTEM IN ACCORDANCE WITH SUCH CLEARING SYSTEM’S DEADLINES AND IN TIME FOR TRANSMISSION TO THE TABULATION AGENT PRIOR TO THE BGL DEADLINE SET OUT IN THE SECTION ENTITLED “VOTING AND QUORUM” BELOW.

Bondholders should note that, unless such Bondholder instructs otherwise, any Instructions given in respect of the Proposal at the Scheduled Plenary Meeting shall remain valid for any relevant Scheduled Meeting by Issue, and any Instructions given in respect of the Proposal at any Scheduled Meeting by Issue shall remain valid for any adjourned such meeting unless validly revoked.

Once you have given your Instructions, your Bonds will be blocked in the Clearing Systems. However, because there has been a change in the proposals being presented to Bondholders and a withdrawal of Extraordinary Resolution Two in its entirety between the date of the Notice of Meetings and the date of this Memorandum, any Bondholder that originally voted in favour of the Seaport Proposal pursuant to Extraordinary Resolution One will have its Bonds unblocked in accordance with the procedures of the relevant Clearing System and such Bondholder’s vote shall no longer be counted towards the determination of whether the requisite quorum (in the case of a Scheduled Meeting by issue) has been met or whether Extraordinary Resolution One has been passed at the relevant Scheduled Meeting.

If such Bondholder wishes to submit new Instructions for voting in respect of Extraordinary Resolution One, it may do so in accordance with the procedures set out in this Memorandum and the Notice of Meetings (as supplemented by the Supplemental Notice of Meeting) at which point, the Bondholder’s Bonds will again be blocked in accordance with the procedures of the relevant Clearing Systems.

For the avoidance of doubt, any Instruction submitted by a Bondholder voting in favour of the Controlled Liquidation Proposal pursuant to Extraordinary Resolution One shall remain valid and shall be counted towards the determination of whether the requisite quorum (in the case of a Scheduled Meeting by issue) has been met and whether Extraordinary Resolution One has been passed at the relevant Scheduled Meeting.

Bonds which are blocked may not be traded or transferred in the relevant Clearing System during the period starting from the time at which the Bondholder delivers, or instructs the Account Holder through which it holds such Bonds to deliver, Instructions, to the relevant Clearing System, until the earliest of (i) the conclusion of the relevant Scheduled Meeting in relation to the relevant Bonds, (ii) the date upon which the relevant Bondholder becomes entitled to withdraw, and does withdraw, its vote or its appointment of a proxy and (iii) the termination of the Solicitation for any reason. See “Voting and Quorum – Meeting Provisions” below.

Direct participants in any Clearing System that give Instructions will be disclosing their identity

Direct participants in any Clearing System by submission of Instructions authorise such Clearing System to disclose their identity to Lifemark, the Issuer, the Provisional Administrator, the Tabulation Agent, the Common Depositary,the Trustee and their respective advisers.

You must make your own independent appraisal of the merits of the Proposal

Each Bondholder is solely responsible for making its own independent appraisal of all matters (including those relating to the Solicitation, the Bonds, Lifemark and the Issuer) as such Bondholder deems appropriate in evaluating,

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and each Bondholder must make its own decision as to whether to vote in favour of, the Proposal. The Tabulation Agent is the agent of the Issuer and owes no duty to any Bondholder.

Neither Lifemark, the Issuer nor the Provisional Administrator expresses a view on how (or whether) you should vote in respect of the Extraordinary Resolutions. None of the Trustee, BNP Paribas Securities Services, Luxembourg Branch as the principal paying agent (the “Principal Paying Agent”) and the tabulation agent (the “Tabulation Agent”) nor any of their affiliates has independently verified the information contained herein nor been involved in the formulation of the Proposal and none of them express any opinion as to the merit of the Proposal nor do they accept any responsibility or liability for the sufficiency, accuracy, completeness or adequacy of the Proposal, the legality, validity or enforceability of the Proposal or the information contained or incorporated by reference in this Memorandum or any other information provided by Lifemark or the Issuer in connection with the Solicitation. None of the Trustee, the Principal Paying Agent and the Tabulation Agent nor any of their affiliates makes any recommendation to Bondholders as to whether or not to agree to the Proposal or whether or not to vote in favour of or against the Extraordinary Resolutions. Bondholders should take their own independent advice on the merits and on the consequences of voting in favour of the relevant Extraordinary Resolution, including any tax consequences. None of the Trustee, the Provisional Administrator (or its employees, partners or affiliates), the Principal Paying Agent and the Tabulation Agent nor any of their affiliates is responsible for the accuracy, completeness, validity or correctness of the statements made in this Memorandum or omissions therefrom.

The Trustee does not intend to speak at the Scheduled Meetings. The Trustee has not been responsible for preparing this Memorandum. In particular, the Trustee did not propose a Controlled Liquidation, and the terms of the draft Protocol are still to be agreed between the Trustee and the proposed liquidator(s) with a view to facilitating the Proposal (if adopted).

EACH PERSON RECEIVING THIS MEMORANDUM ACKNOWLEDGES THAT SUCH PERSON HAS NOT RELIED ON LIFEMARK, THE ISSUER, THE PROVISIONAL ADMINISTRATOR, THE TRUSTEE, THE PRINCIPAL PAYING AGENT OR THE TABULATION AGENT OR ANY OF THEIR RESPECTIVE PARTNERS, AFFILIATES, DIRECTORS OR EMPLOYEES IN CONNECTION WITH ITS DECISION ON HOW (OR WHETHER) TO VOTE IN RELATION TO THE EXTRAORDINARY RESOLUTIONS. BONDHOLDERS SHOULD CONSULT WITH THEIR BROKER, FINANCIAL ADVISER, LEGAL COUNSEL OR OTHER ADVISERS REGARDING THE TAX, LEGAL AND OTHER IMPLICATIONS OF THE SOLICITATION. IF SUCH PERSON IS IN ANY DOUBT ABOUT ANY ASPECT OF THE PROPOSAL AND/OR THE ACTION IT SHOULD TAKE, IT SHOULD CONSULT ITS PROFESSIONAL ADVISERS.

There are restrictions on how this Memorandum is distributed and to whom it may be distributed

The distribution of this Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this Memorandum comes are required by the Issuer to inform themselves about, and to observe, any such restrictions. The Proposal is not being made to Bondholders in any jurisdiction in which the Proposal or acceptance thereof would not be in compliance with the laws of such jurisdiction.

This Memorandum does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities of the Issuer or any other entity. The distribution of this Memorandum may be restricted by law in certain jurisdictions. None of Lifemark, the Issuer, the Provisional Administrator, the Trustee, the Principal Paying Agent, the Tabulation Agent nor any other person represents that this Memorandum may be lawfully distributed in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to an exemption thereunder, or assumes any responsibility for facilitating any such distribution. Persons into whose possession this Memorandum comes are required by Lifemark, the Issuer, the Provisional Administrator, the Trustee, the Principal Paying Agent and the Tabulation Agent to inform themselves about, and to observe, any such restrictions. None of Lifemark, the Issuer, the Provisional Administrator, the Trustee, the Principal Paying Agent nor the Tabulation Agent will incur any liability for the failure of any person or persons to comply with the provisions of any such restrictions.

Definitions

Capitalised terms used herein are defined in the section entitled “Definitions” below.

From where can you obtain more information?

Questions relating to the terms of the Solicitation and requests for additional copies of this Memorandum may be directed to the Provisional Administrator at the email address set forth at the end of this Memorandum. Questions or requests for assistance in connection with voting at the meeting and/or the delivery of Instructions must be directed

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to the Tabulation Agent at the address, email address and telephone number set forth at the end of this Memorandum.

The Provisional Administrator is acting in its professional capacity as a provisional administrator in accordance with the laws of Luxembourg and the court order dated 10 May 2011, and its powers and duties are limited to the relevant court appointments pursuant to which it has been appointed. Nothing in this Memorandum should be interpreted in a manner which is inconsistent with the terms of its appointment.

There are forward-looking statements in this Memorandum and actual results or performance could differ materially from such statements

This Memorandum contains forward-looking statements, such as in the sections entitled “Summary” and “The Solicitation” below. Any forward-looking statements that are made involve known and unknown risks, uncertainties and other factors which may cause the actual results or performance of the Issuer to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such forward-looking statements are based on assumptions regarding the Issuer’s financial condition and the Proposal. Among the important factors that could cause the Issuer’s actual results or performance to differ materially from those in the forward-looking statements include the failure to approve the Proposal, the timing of receipts under the Life Insurance Policies, the ability to continue to fund premium payments and operating expenses and the timing of collections on the Life Insurance Policies. Any predictions, estimations or assumptions about: (a) the value of any Life Insurance Policies against which the Bonds are or are intended to be secured; (b) the likely life expectancy of the Insured under the Life Insurance Policy; and (c) the rate at which Life Insurance Policies mature are notoriously difficult to assess, and subject to a high degree of uncertainty. In addition, the Provisional Administrator is not qualified to make any statements about any of these matters, and has itself relied on third party experts in relation to any information contained in this Memorandum in relation to such matters.

Contents of this Memorandum

The Issuer has not authorised any person to give any information or to make any representation not contained in, or not consistent with, this Memorandum and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any other person.

The information in this Memorandum is believed to be correct as at 7 October 2011 (the “Cut-off Date”). The delivery of this Memorandum and any accompanying materials at any time shall not under any circumstances create any implication that the information contained in this Memorandum or any accompanying materials is correct as of any time subsequent to the Cut-off Date or that there has been no change in the information set forth in this Memorandum, any accompanying materials or in the affairs of the Issuer.

This Memorandum is issued and directed only to the Bondholders and no other person shall be or is entitled to rely or act on, or be able to act on, its content.

The Trustee is requesting an indemnity before implementing the Proposal (if approved)

The Trustee is entitled to request that it is indemnified subject to and in accordance with the terms of the Trust Deeds in relation to any action which it is requested to take. The Trustee has stated that it is only prepared to act in connection with the implementation of any of the matters contained in this Memorandum to the extent that it is sufficiently indemnified by Bondholders. Therefore, if the Trustee is not so indemnified to its satisfaction, it will not implement the Proposal if it is passed. As a result, Bondholders will be asked to enter into a Deed of Indemnity in favour of the Trustee at the Scheduled Meetings, pursuant to which the Bondholders signing up to such Deed of Indemnity agree to indemnify the Trustee for any actions which it takes pursuant to the Scheduled Meetings. A copy of such Deed of Indemnity will be made available for inspection at the Scheduled Meetings.

Quorum, voting and other requirements relating to the Proposal

There are two Extraordinary Resolutions described herein (Extraordinary Resolution One and Extraordinary Resolution Three). If the required majority of Bondholders is not established, or any of the Scheduled Meetings by Issue are not quorate, or the separate Scheduled Meetings do not each approve the Proposal, then the Trustee will have to consider whether to make an application to the English courts to obtain directions as to how to proceed. In the event that the Proposal is not adopted and no direction is sought (or received) from the English courts, the Issuer will face the risk of running out of cash and may see its licence withdrawn by the CSSF which (subject to appeal) may lead to it entering into liquidation (“Judicial Liquidation”), as described in the section entitled “The Solicitation - Detailed Terms of the Judicial Liquidation Procedure” below.

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The Proposal will require significant amendments to the terms and conditions of the Bonds (the “Conditions”) and the Trust Deed constituting the Bonds (the “Amendments”) all as more fully described herein.

BEFORE MAKING ANY DECISIONS IN RESPECT OF THE PROPOSAL, BONDHOLDERS SHOULD CAREFULLY CONSIDER ALL OF THE INFORMATION CONTAINED IN THIS MEMORANDUM. A BONDHOLDER MAY, BY VOTING OR COMMUNICATING INSTRUCTIONS TO VOTE:

APPROVE OR REJECT THE PROPOSAL UNDER EXTRAORDINARY RESOLUTION ONE; AND/OR

APPROVE OR REJECT EXTRAORDINARY RESOLUTION THREE IN RELATION TO THE REDENOMINATION OF THE BONDS (OTHER THAN BONDS ALREADY DENOMINATED IN USD) INTO UNITED STATES DOLLARS; OR

ABSTAIN FROM TAKING ANY ACTION (IN WHICH CASE THE BONDHOLDERS’ BONDS WILL NOT BE TAKEN INTO ACCOUNT IN DETERMINING SATISFACTION OF THE QUORUM FOR THE SCHEDULED MEETINGS AND THE RESULT OF THE VOTES AT THE SCHEDULED MEETINGS).

BONDHOLDERS MUST MAKE THEIR OWN DECISION WITH REGARD TO GIVING VOTING INSTRUCTIONS OR THE APPOINTMENT OF PROXIES IN RESPECT OF THE EXTRAORDINARY RESOLUTIONS.

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TABLE OF CONTENTS

SUMMARY............................................................................................................................................ 8ADDITIONAL DOCUMENTS............................................................................................................ 17DEFINITIONS...................................................................................................................................... 18EXPECTED TIMETABLE OF EVENTS ............................................................................................ 24TAX CONSEQUENCES...................................................................................................................... 25BACKGROUND TO THE SOLICITATION....................................................................................... 26THE SOLICITATION .......................................................................................................................... 33RISK FACTORS .................................................................................................................................. 40VOTING AND QUORUM................................................................................................................... 50GENERAL CONTACT DETAILS ...................................................................................................... 57ANNEX 1 OUTSTANDING ISSUES OF BONDS ............................................................................. 58ANNEX 2 GBP EQUIVALENT OF THE BONDS FOR VOTING PURPOSES ............................... 68

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SUMMARY

The following summary is provided solely for the convenience of Bondholders. This summary is not intended to be complete and is intended to help a reader’s understanding of this Memorandum. This summary is qualified in its entirety by (and must be read in conjunction with) the more detailed information contained elsewhere in this Memorandum.

General Overview

The Issuer has experienced, and continues to experience as at the Cut-off Date, an ongoing shortage of liquidity, which has meant that it has not been able to satisfy all of its liabilities as they have fallen due. Those liabilities include payments of premia on Life Insurance Policies, payments of principal and interest on the Bonds and payments to service providers. As a result, the Provisional Administrator has prioritised the payment of premia on Life Insurance Policies, as Life Insurance Policies lapse if the premia are not paid in accordance with the terms of each such Life Insurance Policy.

What contributed to the Issuer’s liquidity shortage?

The Issuer’s liquidity shortage and the resulting failure to meet its obligations to the Bondholders have been caused by a combination of factors, including, notably:

overly optimistic assumptions on life expectancy projections;

cash collateral requirements to maintain foreign exchange hedging facilities;

the Issuer’s premium payment obligations are high without strong investment manager control; and

the Issuer carried an expensive cost structure for bond distribution, including high upfront fees, trail commissions and a high investor coupon rate.

As a consequence, the revenue generated by the Issuer has not been, and as currently structured will not be,sufficient to cover all of its related costs (including, but not limited to, payments of interest and principal on the Bonds).

Why was the Provisional Administrator appointed?

The Provisional Administrator was appointed by the District court of Luxembourg sitting in commercial matters onthe recommendation of the CSSF in November 2009. The Provisional Administrator's appointment was for an initial period of three months with limited powers, and has subsequently been extended with expanded powers upon application to the court by the CSSF.

One of the principal purposes of the appointment was to try to find a restructuring or other solution to the liquidity and structural issues that affected the Issuer.

The Provisional Administrator was appointed for a further six-month period from 10 May 2011. The KPMG mandate was due to expire on 11 November 2011, although the court at its discretion has extended such appointment with a further extension of three months from 31 October 2011 in order to allow the decision of the Bondholders resulting from the vote on the Proposal to be implemented.

What was the Issuer’s business model?

The Issuer’s business model relied heavily on timely and sufficient cash flows generated by maturities of Life Insurance Policies and on the future proceeds of issues of new bonds to pay interest and principal on the Bonds, to pay the premium payments on the Life Insurance Policies, to acquire other Life Insurance Policies and to pay its ongoing operating expenses.

Mortality rates used to estimate cash flows were overly optimistic

The mortality rates and life expectancy tables that were used to estimate the cash flows from the Portfolio were overly optimistic and the Insured under the Life Insurance Policies have generally lived longer than the Issuer expected, resulting in higher ongoing premium payments and a longer period before cash receipts from the maturities of such Life Insurance Policies.

The asset and liability management of the Issuer also suffered from structural defects. The Issuer could not generate sufficient returns from Life Insurance Policy maturities to pay interest on the Bonds, to meet all its other costs and to pay out the first bond issues that matured in 2011. In order to meet its ongoing obligations in respect of the Bonds and its other costs, the Issuer would have had to issue new bonds to pay the earlier maturing Bonds.

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New bond issuances were not able to be made

The Issuer has been unable to issue any new bonds in the period from approximately April 2009 to the date of this Memorandum due to market conditions, the insolvency of one of its principal distributors and the instruction from the CSSF to the Issuer not to issue new bonds due to general uncertainties as well as concerns regarding the use of proceeds.

Currency mismatch and hedging

In addition, Bonds are denominated in various currencies, whereas Life Insurance Policy maturity payments are in USD. The Issuer hedged some of this exposure, requiring it to transfer cash collateral to its hedge counterparty as the funding currencies weakened against the USD. The remainder of the exposure was unhedged.

High cost of administration of the Life Insurance Policies

Furthermore, the Issuer outsourced all of its monitoring and administration processes to third parties, many of which are based in the U.S. In total, the Issuer entered into more than 30 contracts and agreements to assist in the servicing of its business. Some of those contracts were at rates which the Provisional Administrator considers, on the basis of advice which it has received, to be materially above prevailing market rates at the time. All these service providers led to a high cost base.

What fees and commissions did the Issuer pay?

The Issuer entered into contracts with third parties under which it agreed to pay commission for the sale of the Bonds to retail and other investors. The commission was to be paid, among others, to Keydata Investment Services Limited (“KIS”). KIS has been in administration since 8 June 2009.

In a letter dated 28 September 2011 from English solicitors representing Mr. Stewart Ford, Mr. Ford was described as being “the ultimate beneficial owner of Lifemark”. Therefore, it would appear that KIS and Lifemark were under common ownership and control, although Lifemark was presented to Luxembourg regulators as an independent entity. In addition, the Provisional Administrator is aware that certain other service providers with which the Issuer had entered into contracts had directors and/or owners in common with Lifemark.

The fees and commissions paid to service providers, notably LAS Global Limited (“LAS”) and KIS, for the Bonds issued between 2006 and 2009 significantly contributed to the Issuer’s liquidity shortage. A 10 per cent. issuance fee on all the Bonds paid to LAS amounted to approximately GBP 38.6 million (GBP 38,574,637) in total, and total fees and trail commissions paid and payable to KIS amounted to approximately GBP 70.5 million (GBP 70,472,820). These fees and commissions appear not to have been disclosed to Bondholders at the time.

How has the Issuer been able to survive after access to the capital markets was cut off?

As of the Cut-off Date, the Issuer has been able to fund itself since November 2009 through a combination of receipt of net death benefits from the maturity of 24 Life Insurance Policies for aggregate Net Death Benefits receipts of USD 103.3 million (USD 103,345,563), sales of 28 Life Insurance Policies for aggregate gross sales proceeds of USD 20.5 million to the Issuer (USD 20,517,835), and short-term liquidity facilities. These funds have been expended in, inter alia, paying premium payments on the remaining Life Insurance Policies. However, there has been, and continues to be, a real risk that Life Insurance Policies will lapse.

In addition, Société Européenne de Banque S.A. (“SEB”), as swap counterparty of the Issuer, has eight outstanding foreign exchange forward agreements and four outstanding interest rate swap agreements (together, the “Swap Agreements”) for a notional amount of USD 123.4 million and with a net mark to market loss for the Issuer of USD 18.8 million as of the Cut-off Date. The next scheduled payment under the Swap Agreements is due in December 2011 as at the date of this Memorandum, and amounts to approximately USD 3.8 million. The scheduled payment after that is due in November 2012 and amounts to approximately USD 4.0 million.

What is the new liquidity facility that may be entered into between the Issuer and the FSCS?

The Issuer may (with the consent of the Trustee exercising its discretion pursuant to the Trust Deed) enter into a loan facility with the Financial Services Compensation Scheme Limited (the “FSCS”) (as lender) up to the GBP equivalent of USD 10,000,000 (the “FSCS Loan”) in order to fund temporarily, inter alia, premium payments on the Life Insurance Policies and essential operating expenses of the Issuer. The final terms of the FSCS Loan are still being negotiated. In particular, the FSCS Loan may not be entered into or advanced if the FSCS and SEB are unable to reach agreement as to their respective rights of enforcement in respect of security over the Issuer’s Assets during the term of the FSCS Loan. Under the terms of the Swap Agreements, as a result of early termination event triggers

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which have already occurred and unconnected to the Proposal or its consequences, SEB has the right to terminate the swap transactions thereunder and to enforce its security over the Issuer’s Assets.

The FSCS Loan will also be secured by the collateral securing the Bonds and will rank pari passu up to the maximum amount of the FSCS Loan with SEB as the Swap Counterparty (and therefore in priority to the holders of the Bonds). If it becomes unlawful for the FSCS to perform any of its obligations under the FSCS Loan, the Issuer must repay the outstanding sum under the FSCS Loan. In any case, the FSCS Loan must be repaid on the date which will fall three months after the date of execution of the FSCS loan agreement, subject to the Issuer having the discretion to request an extension in accordance with its terms for a maximum period of up to a further three months. If the Issuer fails to pay any amount payable by it, default interest shall accrue on the overdue amount from the due date up to the date of actual payment.

The key provisions of the FSCS Loan are described in the section entitled “Background to Solicitation – The FSCS Loan”.

What has happened to KIS and how are the FSCS and N&P involved?

The principal business of KIS was to design, market and distribute structured investment products. These products were distributed to investors both directly and through a network of independent financial advisers. On behalf of its investors, KIS invested in corporate bonds. These were promoted to investors based primarily in the United Kingdom as eligible for using tax efficient ISA wrappers. However, during the course of a wider investigation, the FSA discovered that several KIS products may not have been eligible for ISA status. This created the potential for an unexpected tax liability cost for KIS and investors in these products.

KIS did not have sufficient funds to cover this potential liability and consequently, the FSA applied to court to have KIS put into administration. The appointment of partners from PWC as administrators of KIS took place on 8 June 2009. PWC continues to administer KIS.

The FSCS confirmed, on 13 November 2009, that KIS was ‘in default’ under the Financial Services and Compensation Scheme Rules, and therefore unable or likely to be unable to pay protected claims against it. As the compensation fund of last resort for retail customers, the FSCS subsequently paid compensation to KIS’ customers eligible under its rules in respect of KIS’ mis-selling of financial products and the FSCS received an assignment of those customers’ interests in products sold to them by KIS which included a large percentage of the Bonds. As a result of these assignments, the FSCS is a holder of interests in the Bonds.

KIS also provided these products through N&P, who in turn provided them to their customers. N&P announced on 22 March 2011 that it would voluntarily make ex gratia payments to all customers who purchased KIS products through N&P, in return for the transfer of the investors’ rights in and relating to the investments. As a result of such transfer and the assignment of FSCS's interests of certain of the Bonds it previously held to N&P, N&P is also a holder of interests in the Bonds.

What is the aggregate principal amount of the current outstanding Bonds and the size of the current portfolioof Life Insurance Policies?

As at the Cut-off Date, Bonds with an aggregate principal amount of GBP 370.6 million, EUR 15.2 million, SEK 24.4 million, CAD 1.1 million, USD 3.3 million and CHF 0.6 million, respectively, are outstanding in 25 Issues (248 series). This equates to approximately USD 605.7 million at prevailing exchange rates (calculated as at the Cut-off Date).

As at the Cut-off Date, the Portfolio held by the Issuer comprises 285 Life Insurance Policies with aggregate face values of approximately USD 1,045.9 million. Approximate aggregate monthly premia for the Life Insurance Policies total USD 4.5 million as at the Cut-off Date, although significantly higher premia are payable in some months, and the actual amounts paid on a monthly basis can therefore vary significantly.

Are there any unsecured creditors?

The Issuer has several unsecured creditors, in particular the following (which are set out in further detail in the section entitled “Risk Factors” below):

On 28 July 2006, Lifemark entered into a Corporate Management Services Agreement with Tandem. The signatories to the agreement were Mr. Colm Smith and Mrs. Joanna Gilbride in their capacity as directors of Lifemark, and Mr. Colm Smith on behalf of Tandem in his capacity as managing partner. The signatory to the fee schedule was Mr. Stewart Ford in his capacity as director of Lifemark. This agreement was replaced by a Management and Servicing Agreement with Tandem dated 31 October 2008 with effect from

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1 November 2008. Fees were payable by Lifemark to Tandem for services rendered thereunder. On 13 May 2011, Tandem unilaterally terminated the agreement. Tandem claims management fees equivalent to approximately GBP 2.5 million from Lifemark, and Tandem and Lifemark are currently in litigation over these claims;

Effective on 30 June 2009, the Issuer entered into an unsecured (subordinated), interest-free loan with Billericay for an amount of USD 17.2 million. The purpose of the Billericay Loan was to finance the acquisition by the Issuer of a portfolio of 28 Life Insurance Policies on terms that limited recourse to the Issuer and the loan proceeds were passed directly to the seller of the portfolio and were never received directly by the Issuer. The Provisional Administrator has requested the previous board of directors to supply it with analysis regarding the valuation of the portfolio, but has not received any such analysis or any other supporting documentation. In a letter dated 28 September 2011 from English solicitors representing Mr. Stewart Ford and Billericay, references are made to the roles of Mr. Ford and Billericay surrounding the circumstances of the making of the Billericay Loan. On 14 April 2011, Billericay sued the Issuer for immediate repayment of the Billericay Loan;

On 24 June 2008, the Issuer entered into a Servicing Agreement with Montage. The servicer fees and termination clauses of the Montage Servicing Agreement are heavily in favour of Montage. Montage refused to allow the Issuer to terminate the Montage Servicing Agreement for failure to provide information to the Issuer. Since December 2010, Lifemark has asked Montage several times and by several means to provide Lifemark with up-to-date information in respect of the life expectancies in relation to the Life Insurance Policies. Montage did not reply to the emails of Lifemark nor provide Lifemark with any of the requested information. The Issuer has not paid Montage since December 2010 and the outstanding unpaid amount is approximately USD 3.7 million;

There are unpaid commissions being claimed by KIS for the trail commission on Bonds issued between 2006 and 2009. The administrators on behalf of KIS are claiming approximately GBP 18.9 million for such commissions.

Is there litigation relating to Lifemark?

In addition to the disputes with the unsecured creditors referred to above, the Provisional Administrator expects that it may be subject to further court or arbitration proceedings by unsecured creditors (in addition to those unsecured creditors referred to above). A liquidator of Lifemark is likely to consider, as part of its statutory function, whether to take proceedings against third parties who might have contributed to the non-performance by Lifemark of its financial obligations.

What is the Proposal?

There is one Proposal which is being presented to Bondholders. An alternative proposal described in the Notice of Meetings as the “Seaport Proposal” has been withdrawn because the affiliate of the US-based financial institution that was in negotiations to provide long-term financing has withdrawn from the potential transaction that formed the basis of the Seaport Proposal.

The Controlled Liquidation Proposal

Under the Controlled Liquidation Proposal, Lifemark would be put into compulsory liquidation in the context of which a protocol (the “Protocol”) is to be entered into by the Trustee, Lifemark (in liquidation) and the liquidators of Lifemark. The purpose of the Protocol is to regulate the terms and conditions on which the liquidators may sell policies so that an orderly wind down of the Portfolio can be effected with the purpose of endeavouring to achieve the objectives of identifying, preserving and maximising the value and/or marketability of the Life Insurance Policies (or any rights or interest in any policy) for the benefit of the creditors of Lifemark and facilitating the generation and/or preservation of liquidity.

Lifemark will not continue as a going concern under the Controlled Liquidation Proposal, as the licence granted to it under the Securitisation Law will be withdrawn by the CSSF at its discretion. Following such withdrawal becoming final, Lifemark will be put into compulsory liquidation under Luxembourg law by the District court of Luxembourg upon request of either the public prosecutor or the CSSF. The District court of Luxembourg will pronounce the dissolution and order the compulsory liquidation of Lifemark and will be required to determine the way in which the liquidation of Lifemark will be managed. It is envisaged that the District court of Luxembourg, whilst determining the applicable liquidation strategy, will decide that the liquidation methods will need to take into account and be based on the Protocol.

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The pending payments by Lifemark will be suspended and all actions (other than those considered to be of a conservatory nature) of Lifemark will be prohibited during the period between the withdrawal of the licence by the CSSF and the liquidation judgement of the District court of Luxembourg unless the written authorisation of the controlling judge (juge commissaire) is obtained. When ordering the compulsory liquidation, the District court of Luxembourg shall appoint one or more liquidators and a juge commissaire. The liquidator(s) will be in charge of the compulsory liquidation of Lifemark in compliance with the liquidation strategy as determined by the District court of Luxembourg. A controlling judge has a general duty of control over the actions of the liquidator(s) and the proper conduct of the liquidation. Although the approval of the controlling judge is necessary in certain circumstances, it is the District court of Luxembourg which will determine the scope of action of the controlling judge (and certain acts may thus not require his/her approval). In practice, the liquidator(s) would generally seek the approval of the controlling judge for any substantial actions (such as the substantial disposal of assets or substantial payments) to be taken. However, the controlling judge would not void an action taken by the liquidator(s). It is the District court of Luxembourg which would be able to void acts of the liquidator(s) which would have required the approval of the controlling judge. The controlling judge has an important role (which is granting guidance/approval to the liquidator(s)) notably to ensure that the liquidator(s) follows the liquidation judgment and any agreement sanctioned by the District court of Luxembourg (such as the Protocol). Payments to creditors whose claims existed prior to the opening of the compulsory liquidation will be suspended from the date on which Lifemark goes into compulsory liquidation. Notwithstanding such suspension, secured creditors (including the Bondholders) will be able to realise their security interest in order to obtain payment of their claims. The Issuer’s unsecured creditors would not be able to pursue or recover any money in respect of their claims until the secured creditors had been paid in full, so there will be no risk of claims of unsecured creditors being settled with money that might otherwise have been distributed to the Bondholders.

Pursuant to the terms of the Protocol, proceeds received from sales of Life Insurance Policies and any Net Death Benefits collected under individual Life Insurance Policies upon maturity together with any other amounts paid to the Issuer will be used to pay the expenses of the liquidation, to fund a liquidity reserve for the purpose of meeting ongoing premium payments on remaining Life Insurance Policies and to repay amounts owing to the FSCS (under the FSCS Loan), SEB (as swap counterparty) and the Trustee (acting on behalf of the secured creditors, which includes the Bondholders).

What will happen to the Bonds under the Proposal?

If the Controlled Liquidation Proposal is passed, amendments will be made to the Conditions and the Trust Deeds(and related documentation), which includes the ratification of certain changes made to the Trust Deeds prior to the date of this Memorandum and/or the date of the Scheduled Meetings (as the case may be) with the consent of the Trustee subject to, and in accordance with, its powers. See the section entitled “The Solicitation” below.

In addition, if Extraordinary Resolution Three is passed, amendments will also be made to the Conditions and the Trust Deeds (and related documentation) to reflect the conversion of amounts due under the Bonds to USD. Thesechanges are intended, inter alia, to simplify the process for voting at any future bondholders’ meetings and to achieve an equitable distribution among all Bonds.

The Trustee shall have no liability for acting upon either Extraordinary Resolution passed, even though it may subsequently be found that there is a defect in the passing of such Extraordinary Resolution or that for any reason the Extraordinary Resolution is not valid or binding on the holders of the Bonds.

Risks of the Proposal

The Proposal involves risks. Under the Proposal it is likely that Bondholders will not receive their fullprincipal and will receive no interest at all. See the section entitled “Risk Factors” below.

Why is the Provisional Administrator unable to provide estimations on the recovery amounts of the Bonds?

The Provisional Administrator is unable to provide estimations on the recovery amounts of the Bonds due to the inherent uncertainty of projected cash flows arising from maturities of Life Insurance Policies. This uncertainty of projected cash flows is an important aspect of the life settlement industry and warrants particular and careful consideration for investment decisions. Any predictions, estimations or assumptions about: (a) the value of any Life Insurance Policies; (b) the likely life expectancy of the Insured under the Life Insurance Policy; and (c) the rate at which Life Insurance Policies mature, are notoriously difficult to assess and subject to a high degree of uncertainty. In addition, the Provisional Administrator is not qualified to make any statements about any of these matters, and has itself relied on third party experts in relation to any information contained in this Memorandum in relation to such matters.

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The accuracy of cash flow projections from the maturity of the Life Insurance Policies is directly linked to life expectancies of the Insured that are derived from standard insurance industry VBTs issued by the U.S. Society of Actuaries. Traditionally, basic medical underwriters’ LEs, before any proprietary adjustments, were based on 2001 VBTs. According to DBRS1, a rating agency, the 2001 VBTs were replaced in 2008 as the 2001 VBTs significantly underestimated mortality rates for policies in the life settlement industry. The Provisional Administrator understands that the use of 2001 VBTs in the life settlement industry potentially had the effect that cash flow projections were generally too optimistic.

The Provisional Administrator also understands that the life settlement industry has not generally agreed on the use of 2008 VBTs as these mortality tables are not specifically tailored towards the life settlement industry and exclude impaired lives2. The current methodology applied by LE underwriters is to use revised VBT 2008 LEs and further adjust the mortality matrices through proprietary modifications3. However, since no reliable data on the impact of these ‘standard industry adjustments’ is available, whether these additional adjustments have the desired effect of improving the accuracy of LEs for the life settlement industry remains subject to empirical confirmation.

The review of actuarial reports prepared in respect of the Issuer’s portfolio at various times (5 November 2008, 30 September 2009, 31 December 2009 and 3 August 2010) has further reinforced the understanding of the Provisional Administrator that predictions of future cash flows from the Issuer’s Portfolio are uncertain and cannot be estimated.

The Provisional Administrator further understands that a probabilistic approach in modelling mortality forecasts for the Issuer is not feasible. As of the Cut-off Date, the Portfolio of the Issuer comprised 285 individual Life Insurance Policies and 237 individual lives. This relatively low number of individual Life Insurance Policies has the effect that probabilistic simulations cannot yield accurate and statistically credible mortality projections and therefore reliable cash flow estimations. According to A.M. Best4, a rating agency, a portfolio of life insurance policies, similar to that of the Issuer, should include a minimum of 300-400 individual lives to reach a critical mass allowing a probabilistic valuation methodology.

What are the Extraordinary Resolutions being put to Bondholders at the Scheduled Meetings?

There are two Extraordinary Resolutions being put to the Bondholders at the Scheduled Meetings (unless an Extraordinary Resolution is withdrawn at or before any Scheduled Meeting).

Extraordinary Resolution Two (as set out in the Notice of Meetings) has been withdrawn in its entirety as a result of the withdrawal of the Seaport Proposal described herein. However, to ensure consistency with the numbering of the Extraordinary Resolutions set out in the Notice of Meetings, there will be no renumbering of the Extraordinary Resolutions to reflect the withdrawal of Extraordinary Resolution Two. As such, Extraordinary Resolution One and Extraordinary Resolution Three will continue to be so named.

The detailed text of each Extraordinary Resolution is set out under “The Solicitation” below.

Extraordinary Resolution One allows Bondholders to vote in favour of or against the Proposal.

Extraordinary Resolution Three is intended to assist the Trustee in making an equitable distribution among Bondholders of any payments to be made to Bondholders by redenominating all Bonds (other than Bonds already denominated in USD) into USD (which is the currency in which payments under maturing Life Insurance Policies owned by the Issuer will be made) at a specified exchange rate.

Please note that by voting for the Controlled Liquidation Proposal, you are also voting for the consequential amendments which would need to be made to the Trust Deeds as a result of the Proposal, and which are briefly referred to later in this Memorandum (and which should be read in conjunction with the Amended Trust Deed once available). This includes the ratification of certain changes made to the Trust Deeds prior to

1“Methodology: Rating U.S. Life Settlement Securisations”, DBRS, February 2008.

2“Life Expectancies: Special Issue”, Life Settlement Review, Vol. 1, No. 1, 5 February 2009. The 2008 VBTs are available at

http://www.soa.org/files/pdf/research-2008-vbt-report.pdf.3

“The Merlin Stone Report: the market for traded life policies”, Oxford Brookes University Business School & Managing Partners Limited, August 2010.4

“Structured Finance: Life Settlement Securisation”, A.M. Best Company, Inc., 24 March 2008.

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the date of this Memorandum with the consent of the Trustee subject to and in accordance with its powers, and, if Extraordinary Resolution Three is passed, the conversion of amounts due under the Bonds to USD.

What is the voting process for the Proposal?

There will be a two stage process for voting on the Proposal, all to be held on the same day at the same venue.

The first stage will involve a single meeting of holders of all 25 Issues of Bonds - the Scheduled Plenary Meeting. In order to become effective, the Proposal must be passed by Extraordinary Resolution of the Bondholders at the Scheduled Plenary Meeting. For this purpose, the voting requirements will be aggregated across all Issues of Bondstogether. An Extraordinary Resolution requires a majority consisting of at least 75 per cent. of the votes cast at the Scheduled Plenary Meeting being cast in favour of such Extraordinary Resolution.

The second stage will involve each of the 25 Issues of Bonds having its own meeting - each a Scheduled Meeting by Issue. The order of the Scheduled Meetings by Issue will be specified at the time of the Scheduled Plenary Meeting (and will not be in numerical sequence). In order to become effective, the Proposal must be passed by Extraordinary Resolution of the Bondholders of an Issue at each of the 25 Scheduled Meetings by Issue. An Extraordinary Resolution requires a majority consisting of at least 75 per cent. of the votes cast at such Scheduled Meeting by Issue. The quorum required at such Scheduled Meeting by Issue (that is not an adjourned meeting) is two or more persons present in person holding Bonds of the relevant Issue or being proxies or representatives and holding or representing in the aggregate not less than 75 per cent. in principal amount of Bonds of such Issue for the time being outstanding (as defined in the Trust Deed). There are provisions for holding adjourned Scheduled Meetings by Issueif the quorum requirements are not met for the first Scheduled Meeting by Issue. The quorum for an adjourned Scheduled Meeting by Issue is two or more persons present in person holding Bonds of such Issue or being proxies or representatives and holding or representing in the aggregate not less than 25 per cent. in principal amount of Bonds of such Issue for the time being outstanding. At an adjourned Scheduled Meeting by Issue, voting instructions given in respect of the original Scheduled Meeting by Issue shall, unless otherwise withdrawn or amended by a Bondholder, continue in force.

If the required quorum is not present at any adjourned Scheduled Meeting by Issue, then the Proposal will fail for that Issue and the Trustee will have to consider whether to make an application to the English courts to obtain directions as to how to proceed.

Similarly, if an Extraordinary Resolution approving the Proposal is passed in respect of some but not all Issues at the Scheduled Meetings by Issue, but the Extraordinary Resolution in respect of the Proposal (i.e. Extraordinary Resolution One) is passed at the Scheduled Plenary Meeting, the Trustee may seek an order from the English courts approving the implementation of the Proposal, on the basis that the Proposal has been approved by the requisite majority of Bondholders at the Scheduled Plenary Meeting, notwithstanding that the Proposal was not approved by the requisite majority of Bondholders at each Scheduled Meeting by Issue.

What happens if the Proposal is not passed?

If the Proposal is not passed and no direction is sought (or received) from the English courts as described above, Lifemark may see its licence withdrawn by the CSSF which (subject to appeal) may lead to it entering Judicial Liquidation as described below and also in the section entitled “The Solicitation - Detailed Terms of the Judicial Liquidation Procedure” below. The Issuer considers that this alternative to the Proposal being passed would yield the least favourable outcome for Bondholders as it will be run by the liquidator(s) only (under the supervision of the controlling judge and control of the District court of Luxembourg), and would be likely to be carried out without any framework agreement agreed upon between other parties (as opposed to the Controlled Liquidation Proposal, in which the Protocol defines the operational control of the liquidation and, once sanctioned by the District court of Luxembourg, forms part of the liquidation strategy).

The effect of this may be to significantly harm the values obtainable from the Life Insurance Policies. It is alsolikely that the Portfolio of the Issuer would be sold quickly at a distressed sale price because there will be few opportunities to obtain third party funds. This will ultimately have the effect of reducing returns to Bondholders.While it is not certain that the liquidator(s) will auction the entire Portfolio shortly following its appointment, this represents a significant risk to Bondholders’ returns. Given that Bondholders rank below certain privileged creditors (such as the liquidator(s)) and other secured parties (such as the Trustee in respect of its fees, expenses and other liabilities incurred by the Trustee in acting as trustee under the Trust Deeds, certain agents of the Issuer and SEB as the Swap Counterparty), the Bondholders may not receive any proceeds in a Judicial Liquidation.

If the Proposal is not passed, no amendments will be made to the Conditions or the Trust Deeds.

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What happens to the Swap Agreements under the Proposal?

In connection with the Controlled Liquidation Proposal, if the FSCS and SEB are unable to reach agreement as to their respective rights of enforcement in respect of security over the Issuer’s Assets, it is possible that SEB will terminate the Swap Agreements as it is entitled to do in accordance with their terms and enforce its security over the Issuer’s Assets, and/or the liquidator(s) may decide to close out the Swap Agreements pursuant to its powers. Either of these actions could significantly negatively affect both the cash flow of the Issuer (the termination amounts due thereunder amount to approximately USD 18.8 million as at the Cut-off Date) and the proceeds from realisation of the Issuer’s Assets available for distribution to other secured creditors. If the FSCS Loan is entered into and advanced, the FSCS (as lender under the FSCS Loan) and SEB would rank pari passu as senior secured creditors ranking ahead of the Bondholders. In the latter circumstances, the Swap Agreements would remain in place notwithstanding (in the event that Extraordinary Resolution Three is passed) the redenomination of the Bonds to USD (so that the Issuer’s foreign currency exposure is eliminated) and could significantly adversely affect the cash flow of the Issuer. In particular, in the event that the Swap Agreements do remain in place, the next scheduled payment under the Swap Agreements (due in December 2011, as at the date of this Memorandum) will amount to approximately USD 3.8 million. The scheduled payment following the December 2011 payment is due in November 2012 and will amount to approximately USD 4.0 million.

Voting Procedure

On a poll, every person who is so present in person and who is a Bondholder or is a proxy or representative shall have one vote in respect of each GBP 0.01 of the Bonds, where such Bonds are denominated in GBP, or the sterling equivalent of GBP 0.01 of any Bonds not denominated in GBP, which shall be calculated on the terms set out in the paragraph below, of which he is a Bondholder or in respect of which he is a proxy or representative.

In relation to a series of Bonds which is denominated in a currency other than GBP, the GBP equivalent of such Bonds for the purposes of the above paragraph shall be calculated by the Provisional Administrator in its sole discretion by reference to the closing exchange rates on 7 October 2011.

Any person who is entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way.

The voting procedures in relation to the Scheduled Meetings are set out in more detail in the Notice of Meetings (as supplemented by the Supplemental Notice of Meetings) and in the section of this Memorandum entitled “Voting and Quorum” below.

Appointment of Proxies to Attend the Meetings in Person

A Beneficial Owner must arrange through the relevant Clearing System either (a) to attend and vote at the Scheduled Meetings in person or (b) for a named person (which can be either the Tabulation Agent or any other person selected by the Beneficial Owner) to attend and vote at the Scheduled Meetings as its proxy on its behalf.Unless otherwise notified by a Bondholder, the voting instructions and proxies will be valid for both the Scheduled Plenary Meeting and the relevant Scheduled Meeting by Issue.

Once you have given your Instructions, your Bonds will be blocked in the relevant Clearing Systems. However, because there has been a change in the proposals being presented to Bondholders and a withdrawal of Extraordinary Resolution Two in its entirety between the date of the Notice of Meetings and the date of this Memorandum, any Bondholder that originally voted in favour of the Seaport Proposal pursuant to Extraordinary Resolution One will have its Bonds unblocked in accordance with the procedures of the relevant Clearing System and such Bondholder’s vote shall no longer be counted towards the determination of whether the requisite quorum (in the case of a Scheduled Meeting by issue) has been met or whether Extraordinary Resolution One has been passed at the relevant Scheduled Meeting.

If such Bondholder wishes to submit new Instructions for voting in respect of Extraordinary Resolution One, it may do so in accordance with the procedures set out in this Memorandum and the Notice of Meetings (as supplemented by the Supplemental Notice of Meeting), at which point, the Bondholder’s Bonds will again be blocked in accordance with the procedures of the relevant Clearing Systems.

For the avoidance of doubt, any Instruction submitted by a Bondholder voting in favour of the Controlled Liquidation Proposal pursuant to Extraordinary Resolution One shall remain valid and shall be counted towards the determination of whether the requisite quorum (in the case of a Scheduled Meeting by issue) has been met and whether Extraordinary Resolution One has been passed at the relevant Scheduled Meeting.

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In addition, and in order to facilitate the appointment of proxies and the reconciliation of voting instructions, (i) each Beneficial Owner who is an Account Holder in a Clearing System by submission of Instructions authorises the relevant Clearing System to make certain disclosures to the Issuer, the Provisional Administrator, the Tabulation Agent, the Common Depositary, the Trustee and the Principal Paying Agent and their respective advisers and (ii) each Beneficial Owner who is not an Account Holder in the Clearing Systems is requested to arrange directly or through its broker, dealer, commercial bank, trust company or other nominee to contact the relevant Account Holderto authorise the relevant Clearing System to make certain disclosures to the Issuer, the Provisional Administrator, the Tabulation Agent, the Common Depositary, the Trustee and the Principal Paying Agent.

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ADDITIONAL DOCUMENTS

This Memorandum contains important information which Bondholders should read carefully before making any decision with respect to giving Instructions or appointing proxies.

This Memorandum should be read and construed in conjunction with the following documents, which are available, along with additional copies of this Memorandum, for inspection at any time during normal business hours on any weekday (Saturdays, Sundays and bank and other public holidays excepted) from on or about the date of the Supplemental Notice up to (and including) the date of the Scheduled Meetings, at the office of the Issuer, 46a, avenue J.F. Kennedy, L-1855 Luxembourg:

the Trust Deed per Issue (including the Terms and Conditions) and the Supplemental Trust Deeds entered into, inter alia, for the purposes of the entry into the FSCS Loan;

the Notice of Meetings; and

the Supplemental Notice of Meetings.

In addition, the following documents are available for inspection and collection during the times and at the addresses stated above:

this Memorandum;

the draft of the Amended Trust Deed; and

the draft of the Protocol.

Copies of each of the documents referred to above will also be available for inspection at the place of the Scheduled Meeting from the time one hour prior to the Scheduled Meetings and during the Scheduled Meetings.

If the draft of the Amended Trust Deed is amended in any material respect after the date of this Memorandum but before the date of the Scheduled Meetings, Bondholders will be notified of the fact that such amendments have been made by an announcement made via a notice through the Clearing Systems and via the website of the Luxembourg Stock Exchange (www.bourse.lu) and the revised version will be made available as aforesaid (marked to indicatechanges to the draft made available at the date of this Memorandum) no later than two Business Days before the date of the Scheduled Meetings and at the Scheduled Meetings.

If such document is amended to reflect the terms of the Proposal that is passed after the date of the Scheduled Meeting but on or before the Effective Date, Bondholders will be notified by an announcement made through the Clearing Systems and via the website of the Luxembourg Stock Exchange (www.bourse.lu) and revised versions will be made available as aforesaid (marked to indicate changes to the draft made available at the date of this Memorandum) on the same day as any such announcement. Any such revised document made available as aforesaid will supersede the previous draft of such document and Bondholders will be deemed to have notice of any changes.

Bondholders may also e-mail info@lifemark.lu in order to arrange a mutually convenient time to visit the offices of the Provisional Administrator on any Business Day prior to the date of the Scheduled Meetings, care of KPMG LLP, 8 Salisbury Square, London EC4Y 8BB in order to inspect the documents referred to above.

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DEFINITIONS

Definitions

In this Memorandum, the following capitalised terms shall, unless otherwise defined or the context otherwise requires, have the meanings ascribed to them below:

Account Holder A direct account holder with the Clearing Systems.

ACG ACG Life S.à r.l., a société à responsabilité limitée incorporated under the laws of France with a share capital of EUR 20,000.00, having its registered office located at 19 rue du 4 septembre, Paris 75002, France, registered with the French Register of Commerce under number Paris B 480 309 848.

Agents The Transfer Agent, the Registrar, the Custodian, the Principal Paying Agent and Paying Agents, each as defined in the relevant Trust Deed.

Amended Bonds The Bonds as constituted by the Amended Trust Deed.

Amended Trust Deed The amended trust deed to be entered into by the Issuer and SMP Trustees Limited as Trustee to implement the Proposal on the Effective Date, a draft of which will be available for inspection as described in the section entitled“Additional Documents” above.

Amendments Amendments to the Conditions of an Issue and the related Trust Deed by way of execution of the Amended Trust Deed.

Assets Life Insurance Policies in the Portfolio or interests in Life Insurance Policiesin the Portfolio and the proceeds thereof.

Beneficial Owner Has the meaning set out in “Voting and Quorum” below.

BGL Deadline 10.00 a.m. (London time) on Monday 7 November 2011. This is earlier than the deadline set out in the Notice of Meetings.

Billericay Billericay Trading Ltd, a limited liability company incorporated under the laws of Gibraltar on 19 May 2008, with an authorised share capital of GBP 1,000, having its registered office located at Suites 7B & 8B, 50 Town Range, P.O. Box 472, Gibraltar, registered with the Gibraltar registry of companies under company number 1000807 and established in the Island of Malta with registration address Tower Gate Place, Tal-Qroqq Street, Msida, Malta MSD 1703 and registration number POC442.

Billericay Loan The USD 17.2 million unsecured, subordinated, interest-free loan with Billericay as described in the section entitled “Risk Factor – Risk factors relating to third parties - Subordinated creditor - Billericay Trading Limited”below.

Bondholders The beneficial holders of the outstanding Bonds of an Issue.

Bonds Each series of bonds listed in Annex 1 hereto.

Business Day A day, other than a Saturday or a Sunday or a public holiday, on which commercial banks and foreign exchange markets are open for business in bothLondon and Luxembourg.

CAD Canadian Dollar.

Carolus Carolus Capital Advisors, LLC, a limited liability company, with its registered office at 2479 Peachtree Rd. NE, Suite 100, Atlanta, GA 30305, U.S.A.

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Chairman In relation to a Scheduled Meeting, the person nominated in writing by the Trustee to take the chair at a Meeting or, if no such nomination is made or if such person nominated shall not be present within 15 minutes of the time fixed for such Scheduled Meeting, the person chosen by the Bondholders present or, if no such person is chosen by the Bondholders present, the person so appointed by the Issuer.

CHF Swiss Franc.

Clearing Systems The clearing and settlement systems operated by Euroclear and Clearstream, Luxembourg, respectively.

Clearstream, Luxembourg Clearstream Banking, Société Anonyme, Luxembourg, a société anonymeincorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 42, avenue J.F. Kennedy, L-1855 Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 9248.

Common Depositary BNP Paribas Securities Services, Luxembourg Branch incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 33 Rue de Gasperich, Howald - Hesperange - L-2085 Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B.86 862. BNP Paribas Securities Services, Luxembourg Branch has succeeded BGL BNP Paribas Société Anonyme, a société anonyme.

Conditions The terms and conditions of the Bonds as set out in the applicable Trust Deed.

Controlled Liquidation The compulsory liquidation of Lifemark to be carried out in accordance with the terms of the Protocol.

Controlled Liquidation Proposal

The Controlled Liquidation proposal as set out in the section entitled “The Solicitation – Detailed Terms of the Controlled Liquidation Proposal” below.

Creditors’ Committee A committee formed under the Controlled Liquidation Proposal, consisting of three or more representatives of the Secured Creditors constituted to provide recommendations to the liquidator(s) on the matters as set out in the section entitled “The Solicitation - Detailed Terms of the Controlled Liquidation Proposal” below.

CSSF Commission de Surveillance du Secteur Financier, the Luxembourg regulator of the Issuer.

Custodian Société Européenne de Banque S.A., a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 19-21, boulevard du Prince Henri, L-1724 Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 13859.

Custody Account An account held by SEB in the name of the Issuer established under the custodian agreement dated 6 December 2006 (as amended on 24 June 2008) between the Issuer and SEB (as custodian).

Cut-off Date 7 October 2011, being the date to which (unless otherwise provided) any dataor other information set out in this Memorandum is being provided.

Deed of Indemnity The deed of indemnity to be entered into by Bondholders in favour of the Trustee for the purposes of indemnifying the Trustee for any actions which it takes pursuant to the Scheduled Meetings.

Effective Date Subject to the Proposal having been passed, the date on which the Amended Trust Deed becomes effective as determined by the Trustee.

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Electronic Voting Instruction The electronic voting and blocking instruction which must be submitted or delivered through the relevant Clearing System by each Account Holder instructing the relevant Clearing System that the vote(s) attributable to the Bonds the subject of such electronic voting instruction should be cast in favour of or against (as the case may be) the relevant Extraordinary Resolution, which instructions shall form part of a block voting instruction to be issued by the Principal Paying Agent appointing the Tabulation Agent as its proxy in relation to the relevant Scheduled Meeting.

EUR Euro.

Euroclear Euroclear Bank S.A./N.V.

Extraordinary Resolution(s) The Extraordinary Resolutions to be proposed and considered at the Meetings.

FSA United Kingdom Financial Services Authority.

FSCS Financial Services Compensation Scheme Limited, a limited liability company registered in England and Wales, United Kingdom (registration number 3943048) whose registered office is at 7th floor, Lloyds Chambers, Portsoken Street, London E1 8BN, United Kingdom.

GBP British Pounds Sterling.

Instructions Instructions received from or on behalf of a Beneficial Owner relating to voting and/or the appointment of proxies.

Insured The person in respect of whom the Net Death Benefits of a Life Insurance Policy are payable.

Investment Adviser Meditron.

Investment Advisory Agreement

The advisory agreement entered into between the Investment Adviser and the Issuer, as amended and restated on 22 April 2009, pursuant to which the Investment Adviser provided certain investment, cash management, eligibility verification and payment services in respect of the Life Insurance Policies to be acquired pursuant to the Origination Agreement. This advisory agreement has since been terminated.

Investment Advisory and Verification Agent

ACG.

IRR Internal rate of return.

ISA Individual Savings Account.

Issue An issue of the Bonds constituted by a Trust Deed.

Issuer Lifemark S.A. acting in respect of its Compartment 1.

Judicial Liquidation The Judicial Liquidation procedure as summarised in the section entitled “The Solicitation - Detailed Terms of the Judicial Liquidation Procedure” below.

KIS Keydata Investment Services Limited (in administration), a limited liability company incorporated under the laws of England and Wales with registered number 3714989, whose registered office is at Floor 8, Fountain House, 2 Queens Walk, Reading RG1 7 QF, United Kingdom, and being the principal investment adviser which placed their structured investment products with investors. Those structured investment products subscribed to Bonds issued by the Issuer.

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KPMG KPMG Luxembourg S.à r.l. (formerly KPMG Advisory S.à r.l.), a société à responsabilité limitée incorporated under the laws of the Grand Duchy of Luxembourg with a share capital of EUR 12,502.00, having its registered office at 9, allée Scheffer, L-2520 Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 149133.

LAS LAS Global Limited, a limited liability company registered in Gibraltar with a share capital of GBP 50,000.00 (registration number 101819), having its registered office at Suites 7B & 8B, 50 Town Range, PO Box 472, Gibraltar.

LE Life expectancy.

LIBOR London Interbank Offered Rate.

Lifemark Lifemark S.A., a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office located at 46a, Avenue J.F. Kennedy, L-1855 Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B-113616, acting in respect of its Compartment 1 only, represented by KPMG Luxembourg S.à r.l., as provisional administrator represented by Mr. Eric Collard.

Life Insurance Policy All rights, titles and interests, including any and all policy benefits, of previously issued and currently in-force life insurance policies originated or to be originated by the Originator pursuant to the Origination Agreement and which, to the best of the Originator’s actual knowledge after due inquiry at the time of purchase, individually and in the aggregate, meets all the Portfolio Purchase Parameters as set out in Exhibit A to the Advisory Agreement and in the terms and conditions of the Origination Agreement, as advised by the Investment Adviser to the Issuer.

Maturity Date For each Bond, the date on which the principal amount of such Bonds is scheduled to become due in accordance with its original Conditions.

Meditron Meditron Asset Management, LLC, a limited liability company incorporated under the laws of New York, having its registered office located at 641 Lexington Avenue, Suite 1400, New York, NY 10022, U.S.A.

Meetings The Scheduled Plenary Meeting and each Scheduled Meeting by Issue.

Montage Montage Financial Services LLC, a limited company incorporated under the laws of Delaware, with registered office at 27201 Puerta Real, Suite 130, Mission Viejo, CA 92391, U.S.A.

Montage Servicing Agreement

The servicing agreement dated 24 June 2008 between the Issuer and Montage under which Montage agreed to act as servicer in respect of the Assets.

N&P Norwich and Peterborough Building Society, incorporated under the laws of England and Wales under the Building Societies Act 1986, with registered office at Peterborough Business Park, Lynch Wood, Peterborough PE2 6WZ, United Kingdom registered on the Financial Services Authority Register under Registration No. 150965.

Net Death Benefits This term has the meaning given to it in the Assets Agreements, as advised by the Investment Advisory/Investment Advisory and Verification Agent to the Issuer.

Notice of Meetings The notice to the Bondholders dated 14 October 2011 convening the Scheduled Meetings, and any notice of adjourned meeting in respect of any relevant Issue.

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Origination Agreement An origination agreement dated 11 July 2006 and entered into between the Originator and the Issuer pursuant to which life insurance policies are acquired by the Originator for the benefit of the Issuer, as amended and restated on 21 December 2007 and on 24 June 2008, and as may be further amended, restated, supplemented or replaced from time to time.

Originator Montage.

Portfolio The portfolio of Life Insurance Policies of the Issuer.

Principal Paying Agent BNP Paribas Securities Services, Luxembourg Branch, incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 33 Rue de Gasperich, Howald - Hesperange - L-2085 Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B.86 862. BNP Paribas Securities Services, Luxembourg Branch has succeeded BGL BNP Paribas Société Anonyme, a société anonyme.

Proposal The Controlled Liquidation Proposal.

Protocol The protocol to be entered into by the Trustee, Lifemark (in liquidation) and the liquidators of Lifemark (which is, as at the date of this Explanatory Memorandum still to be agreed between the Trustee and the proposed liquidator(s)) in order to regulate the terms and conditions on which the liquidators may sell policies so that an orderly wind down of the Portfolio can be effected with the purpose of