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This document constitutes a base prospectus in respect of non-equity securities within the meaning of Article 5.4 of Directive 2003/71/EC (the “Base Prospectus”).

BASE PROSPECTUS

DRIVER UK MASTER S.A. acting with respect to its Compartment 1

(incorporated with limited liability in Luxembourg with registered number B 162 723)

as Issuer

GBP 2,500,000,000 Programme for the Issuance of Asset Backed Notes (the "Programme")

Under this Programme, Driver UK Master S.A., acting with respect to its Compartment 1 (the "Issuer") may from time to time issue asset backed floating rate notes (together, the "Notes") denominated in GBP (subject always to compliance with all legal and/or regulatory requirements).

The Issuer will issue the Notes in series with the same or different issue dates, interest rates and scheduled repayment dates (but having the same interest payment dates) (each a "Series"). For each Series, the Issuer will deliver a permanent global bearer note to a Common Safekeeper for Clearstream, Luxembourg and Euroclear.

For each issue of Notes, final terms to this Base Prospectus (each such final terms referred to as "Final Terms") will be provided as a separate document. The Final Terms must be read in conjunction with the Base Prospectus.

The proceeds of any Further Notes will be used to finance the purchase by the Issuer of receivables arising against Obligors under financing agreements for the acquisition of vehicles granted to such Obligors by Volkswagen Financial Services (UK) Limited ("VWFS" or the "Seller") pursuant to the terms and under the conditions of the Receivables Purchase Agreement and to refinance such purchase of the Initial Receivables. The proceeds of the Initial Notes were used to finance the purchase by the Issuer of receivables from VWFS under the terms of the receivables purchase agreement dated 14 November 2011 and of receivables originally sold by VWFS to Dunyard Funding Limited ("Dunyard") under the terms and conditions of the Dunyard Receivables Purchase Agreement.

Each Note entitles the holder to demand the payment of a particular amount of interest and/or principal only, if and to the extent such amounts have been received by the Issuer as collections under the Receivables Purchase Agreement and the Servicing Agreement, from the Cash Collateral Account, from the enforcement of the Security with respect to the Receivables and from the Swap Agreements. In case of payment in full by the respective Obligors in accordance with the underlying Financing Contract and/or utilisation of the Cash Collateral Account to the extent any shortfall of Receivables is fully covered thereby, and subject to receipt in full of the amounts payable under the Swap Agreements each holder of a Note is entitled to payment of the principal amount plus interest calculated at a percentage rate per annum being the sum of one-month LIBOR plus the applicable Margin, in each case with reference to the principal amount of each Note remaining outstanding immediately prior to the time of each payment and published pursuant to Condition 13. Payments of principal and interest on each Series of Notes will be made monthly in arrear on the 20th day of each month in each year or, if such date is not a Business Day, on the next following Business Day unless that day falls in the next calendar month in which case the date will be the first preceding day that is a Business Day.

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Application has been made to the Luxembourg financial regulator (Commission de Surveillance du Secteur Financier) (the "CSSF") in its capacity as competent authority (the "Competent Authority") under the Luxembourg law relating to prospectuses for securities dated 10th July 2005 (loi relative aux Prospectus pour valeurs mobilières) for the approval of the Base Prospectus. In the context of such approval, the CSSF does not assume any responsibility as to the economic and financial soundness of the transaction and the quality or solvency of the Issuer. Application will be made to the Luxembourg Stock Exchange for the Notes to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the Luxembourg Stock Exchange’s regulated market upon their issuance. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purpose of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC. This Base Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu). This document constitutes a prospectus for the purposes of Article 5.4 of the Prospectus Directive and the Luxembourg law on prospectuses for securities of 10 July 2005, as amended on 03 July 2012 implementing the Prospectus Directive in Luxembourg.

Each of the Notes will be in the denomination of GBP 100,000 and will be governed by the laws of Germany (being specified that the provisions of articles 86 to 94-8 of the Luxembourg Companies Law are excluded) and will be represented by a permanent global bearer note in new global note ("NGN") form (the "Permanent Global Note"), without interest coupon, issued in respect of each Series of Notes, which will be deposited with a Common Safekeeper for Clearstream, Luxembourg and Euroclear. The Notes represented by the Permanent Global Notes will not be exchangeable for definitive Notes. See "OVERVIEW OF THE TERMS AND CONDITIONS OF THE NOTES – Global Notes."

Ratings will be assigned to the Notes by DBRS, Inc ("DBRS"), Fitch Ratings Limited ("Fitch") and Standard & Poor's Ratings Services ("S&P"). Each DBRS, Fitch and S&P is established in the European Community and has applied for registration under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended by Regulation (EU) No 513/2011. According to the press release from European Securities Markets Authority ("ESMA") dated 31 October 2011, DBRS, Fitch and S&P have been registered in accordance with Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended by Regulation (EU) No 513/2011. Reference is made to the list of registered or certified credit rating agencies published by ESMA on the webpage http://www.esma.europa.eu/page/List-registered-and-certified-CRAs as last updated on 14 May 2012. The assignment of ratings to the Notes or an outlook on these ratings is not a recommendation to invest in the Notes and may be revised, suspended or withdrawn at any time.

Although it is the intention of the Seller will to retain for the life of the Programme a material net economic interest of not less than 5 per cent. in the Transaction in accordance with Article 122a of Directive 2006/48/EC (as amended) (the "CRD") there is no contractual obligation in the Transaction Documents, which requires it to do so. As of the Issue Date, the Seller's material net economic interest in the Transaction will in accordance with Article 122a paragraph (1) subparagraph c) be comprised of randomly selected exposures equivalent to no less than 5 per cent. of the nominal amount of the securitised exposures.

After the Issue Date, the Issuer will prepare monthly investor reports wherein relevant information with regard to the purchased Receivables will be disclosed publicly together with an overview of the retention of the material net economic interest by the Seller for the purposes of which the Seller will provide the Issuer with all information reasonably required with a view to comply with Article 122a paragraph (7) of the CRD.

Each prospective investor is required to independently assess and determine the sufficiency of the information described in the preceding two paragraphs for the purposes of complying with Article

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122a. None of the Issuer, nor the Co-Arranger, nor the Managers or the Transaction Parties make any representation that the information described above or in this Base Prospectus is sufficient in all circumstances for such purposes. In addition, each prospective Noteholder should ensure that it complies with the implementing provisions in respect of Article 122a in its relevant jurisdiction. Investors who are uncertain as to the requirements which apply to them in respect of their relevant jurisdiction should seek guidance from their regulator. The Seller accepts responsibility for the information set out in this paragraph and in the preceding two paragraphs.

For a discussion of certain significant factors affecting investments in the Notes, see "RISK FACTORS".

For reference to the definitions of capitalised terms appearing in this Prospectus and certain interpretation rules, see "THE MASTER DEFINITIONS SCHEDULE".

Co-Arrangers and Joint Book Runners

Volkswagen Financial Services AG The Royal Bank of Scotland plc

Managers

Royal Bank of Canada Lloyds TSB Bank PLC

Credit Suisse AG, New York Branch Citibank International Plc

The Bank of Tokyo Mitsubishi UFJ Ltd

The date of this Base Prospectus is 16 November 2012.

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The Issuer accepts full responsibility for the information contained in this Base Prospectus and any Final Terms (other than information describing the Seller and Servicer, the Security Trustee, the Swap Counterparties, the Account Bank or any other party (other than the Issuer) where any of these parties has expressly accepted responsibility for its own description in this Base Prospectus). Subject to the foregoing, the Issuer has taken all reasonable care to ensure that the information given in this Base Prospectus and the Final Terms is to the best of its knowledge, is in accordance with the facts and does not omit anything likely to affect its importance and the Issuer has taken all reasonable care to ensure that the information stated herein is true and accurate in all material respects and that there are no other material facts the omission of which would make misleading any statement herein, whether of fact or opinion. Volkswagen Financial Services (UK) Limited as the Seller and Servicer only accepts full responsibility for information in this Base Prospectus and, if any, in the Final Terms relating to the Purchased Receivables, the disclosure of servicing related risk factors, risk factors relating to the Purchased Receivables, the information contained in "DESCRIPTION OF THE PORTFOLIO", "BUSINESS PROCEDURES OF VOLKSWAGEN FINANCIAL SERVICES (UK) LIMITED", "THE SELLER AND THE SERVICER", "ADMINISTRATION OF THE PURCHASED RECEIVABLES UNDER THE SERVICING AGREEMENT", "BUSINESS AND ORGANISATION OF VOLKSWAGEN FINANCIAL SERVICES (UK) LIMITED " and the paragraphs four to six on page 2. Subject to the foregoing, Volkswagen Financial Services (UK) Limited as Seller and Servicer has taken all reasonable care to ensure that the information given in this Base Prospectus and the Final Terms is to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect its import, and Volkswagen Financial Services (UK) Limited has taken all reasonable care to ensure that the information stated herein is true and accurate in all material respects and that there are no other material facts the omission of which would make misleading any statement herein, whether of fact or opinion.

No person has been authorised to give any information or to make any representations, other than those contained in this Base Prospectus, in connection with the issue and sale of the Notes and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer, Volkswagen Financial Services (UK) Limited, the Security Trustee, the Servicer or by the Co-Arrangers shown on the cover page or any other parties described in this Base Prospectus. The Co-Arrangers and the Managers do not constitute an underwriting syndicate or otherwise take responsibility for the subscription, sale or other matters in connection with the issue of any Notes under this Base Prospectus except to the extent that any of the Co-Arrangers or Managers takes part in such issue as manager, underwriter, selling agent or in similar capacity. The delivery of this Base Prospectus does not imply any assurance by the Issuer, Volkswagen Financial Services (UK) Limited, the Security Trustee, the Servicer, the Managers or by the Co-Arrangers shown on the cover page or any other parties described in this Base Prospectus that this Base Prospectus will continue to be correct at all times during the one-year period of validity except that the Issuer will publish a supplement to this Base Prospectus if and when required pursuant to article 13 of the Luxembourg law relating to prospectuses for securities dated 10th July 2005 (loi relative aux Prospectus pour valeurs mobilières). Any such supplement will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and constitute Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to U.S. Persons.

Neither the delivery of this Base Prospectus or any Final Terms, nor any offering, sale or delivery of any Notes shall, under any circumstances, create any implication (i) that the information in this Base Prospectus is correct as of any time subsequent to the date hereof, or (ii) that there has been no adverse change in the financial situation of the Issuer or with respect to Volkswagen Financial Services (UK) Limited since the date of this Base Prospectus or the balance sheet date of the most recent relevant financial statements or (iii) that any other information supplied in connection with the issue of the Notes is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. This does not affect the obligation of the Issuer to file

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a supplement in accordance with the Luxembourg law relating to prospectuses for securities dated 10th July 2005 (loi relative aux Prospectus pour valeurs mobilières).

No action has been taken by the Issuer, the Managers and the Co-Arrangers other than as set out in this Base Prospectus that would permit a public offering of the Notes, or possession or distribution of this Base Prospectus, any Final Terms or any other offering material in any country or jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Base Prospectus (or any part hereof) or any Final Terms, nor any advertisement or other offering materials may be issued, distributed or published in any country or jurisdiction except in compliance with applicable laws, orders, rules and regulations, and the Issuer, the Managers and the Co-Arrangers have represented that all offers and sales by them have been made on such terms.

Neither this Base Prospectus nor any Final Terms constitute an offer to sell or the solicitation of an offer to buy any securities. The distribution of this Base Prospectus (or of any part thereof) or any Final Terms and the offering and sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus (or any part thereof) comes are required by the Issuer, the Managers and the Co-Arrangers to inform themselves about and to observe any such restrictions. Neither this Base Prospectus nor any Final Terms constitute, or may be used for, or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. For a further description of certain restrictions on offerings and sales of the Notes and distribution of this Base Prospectus (or of any part thereof) or any Final Terms see "SUBSCRIPTION AND SALE".

If you are in any doubt about the contents of this document you should consult your stockbroker, bank manager, legal advisor, accountant or other financial adviser.

An investment in the Notes that are the subject of this Base Prospectus is only suitable for financially sophisticated investors who are capable of evaluating the merits and risks of such investment and who have sufficient resources to be able to bear any losses which may result from such investment (including the total loss of the amount invested in the Notes together with the expenses incurred for purchasing and holding the Notes).

It should be remembered that the price of securities and the expected income from them may decrease.

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PRINCIPAL FEATURES OF THE NOTES

Revolving Period The period from (and including) the Issue Date and ending on (but excluding) the earlier of (i) the Series Revolving Period Expiration Date of the last outstanding Series of Notes and (ii) the occurrence of an Early Amortisation Event.

Expected Ratings on Issue Date and any Further Issue Date for all Series of Notes

AAAsf by Fitch

AAA (sf) by DBRS AAA(sf) by S&P

Form Global bearer note in NGN form

Listing and Admission to Trading

Application will be made for listing on the official list of the Luxembourg Stock Exchange and for admission to trading of the Notes at the regulated market of the Luxembourg Stock Exchange

Clearing Clearstream, Luxembourg/ Euroclear

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TABLE OF CONTENTS

Clause Page

RISK FACTORS .................................................................................................................................. 10 

Risks relating to the assets and the Transaction Documents ................................................................ 10 

Historical and Other Information .......................................................................................................... 10 

Termination for Good Cause (Kündigung aus wichtigem Grund) ........................................................ 10 

Losses on the Receivables ..................................................................................................................... 11 

Reliance on Servicing and Collection Procedures ................................................................................. 19 

Risk of Change of Servicer ................................................................................................................... 19 

Conflicts of Interest ............................................................................................................................... 19 

Investment Risk related to Permitted Investments ................................................................................ 20 

Risks relating to the Notes .................................................................................................................... 20 

Market and Liquidity Risk for the Notes ............................................................................................... 20 

Responsibility of Prospective Investors ................................................................................................ 20 

Interest Rate Risk / Risk of Swap Counterparty Insolvency ................................................................. 20 

Subordination of Payments ................................................................................................................... 21 

German Act on Debt Securities of Entire Issues (Schuldverschreibungsgesetz) .................................. 23 

Liability and Limited Recourse under the Notes ................................................................................... 23 

Limitation of Time ................................................................................................................................ 23 

No gross up of payments ....................................................................................................................... 24 

Council Directive 2003/48/EC of 3 June 2003 on taxation of savings as interest payments ................ 24 

Regulatory Risks ................................................................................................................................... 24 

Risks relating to the Issuer ................................................................................................................... 28 

Compartments ....................................................................................................................................... 29 

STRUCTURE DIAGRAM................................................................................................................... 30 

TRANSACTION OVERVIEW ........................................................................................................... 31 

GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................... 33 

USE OF PROCEEDS ........................................................................................................................... 42 

OVERVIEW OF THE TERMS AND CONDITIONS OF THE NOTES ............................................ 43 

Denomination ........................................................................................................................................ 43 

Global Notes .......................................................................................................................................... 43 

Payments of Principal and Interest ........................................................................................................ 44 

Amortising Amounts ............................................................................................................................. 45 

Order of Priority of Distributions .......................................................................................................... 45 

Cash Collateral Account ........................................................................................................................ 48 

Sale of Receivables to other Secured Vehicles ..................................................................................... 49 

Principal Paying Agent .......................................................................................................................... 49 

Security, Security Trustee and Enforcement ......................................................................................... 49 

Servicer .................................................................................................................................................. 51 

Dismissal and Replacement of the Servicer .......................................................................................... 51 

Replacement of Issuer ........................................................................................................................... 51 

Notices ................................................................................................................................................... 51 

Applicable Law, Place of Performance and Place of Jurisdiction ......................................................... 51 

SWAP AGREEMENT AND SWAP COUNTERPARTY ................................................................... 53 

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TAXATION ......................................................................................................................................... 57 

Luxembourg Taxation ........................................................................................................................... 57 

EU Savings Directive ............................................................................................................................ 58 

DESCRIPTION OF THE PORTFOLIO .............................................................................................. 59 

The Receivables Purchase Agreements ................................................................................................. 59 

The Receivables .................................................................................................................................... 59 

The Purchase Price ................................................................................................................................ 60 

Representations and Warranties in relation to the Sale of the Receivables ........................................... 60 

Eligibility Criteria ................................................................................................................................. 62 

Notification of Assignment to Lessors .................................................................................................. 64 

Description of the Financing Contract as at the Initial Cut-Off Date .................................................... 65 

Weighted Average Lives of the Notes/Assumed Amortisation of the Receivables and Notes .......... 105 

BUSINESS AND ORGANISATION OF VWFS .............................................................................. 109 

ADMINISTRATION OF THE RECEIVABLES UNDER THE SERVICING AGREEMENT ....... 114 

Administration of Collections, Costs of Administration and Replacing of the Servicer ..................... 114 

Reporting Duties of Servicer ............................................................................................................... 115 

Dismissal and Replacement of the Servicer ........................................................................................ 115 

SECURITY TRUSTEE ...................................................................................................................... 118 

Paying Agent, Interest Determination Agent, Cash Administrator .................................................... 119 

Account Bank ..................................................................................................................................... 120 

RATINGS ........................................................................................................................................... 121 

THE ISSUER ..................................................................................................................................... 122 

CORPORATE ADMINISTRATION AND ACCOUNTS ................................................................ 127 

Corporate Administration .................................................................................................................... 127 

TERMS AND CONDITIONS OF THE NOTES ............................................................................... 128 

SCHEDULE 1 FORM OF NOTICE TO BE DELIVERED BY THE ISSUER TO THE HOLDERS OF THE NOTES IN ACCORDANCE WITH THE FOURTH PARAGRAPH OF CONDITION 9 (C) 138 

SCHEDULE 2 FORM OF NOTICE TO BE DELIVERED BY THE HOLDERS OF THE NOTES TO THE Principal Paying Agent, THE SECURITY TRUSTEE AND THE ISSUER IN ACCORDANCE WITH THE FOURTH PARAGRAPH OF CONDITION 9 (C) ........................................................ 139 

FORM OF FINAL TERMS ............................................................................................................... 140 

TRUST AGREEMENT ...................................................................................................................... 143 

INCORPORATED TERMS MEMORANDUM ................................................................................ 162 

SUBSCRIPTION AND SALE ........................................................................................................... 200 

Subscription of the Notes .................................................................................................................... 200 

Subscription and Sale .......................................................................................................................... 200 

Selling Restrictions ............................................................................................................................. 200 

General 200 European Economic Area ................................................................................................................... 200 United States of America and its Territories ...................................................................................... 201 United Kingdom ................................................................................................................................. 201 Republic of France ............................................................................................................................. 201 

GENERAL INFORMATION ............................................................................................................ 203 

Authorization of Note Issuance ........................................................................................................... 203 

Governmental, Legal and Arbitration Proceedings ............................................................................. 203 

Material Adverse Change .................................................................................................................... 203 

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Payment Information and Post-Issuance Information ......................................................................... 203 

Listing and Admission to Trading ....................................................................................................... 203 

ICSDs .................................................................................................................................................. 204 

Clearing Codes of Notes...................................................................................................................... 204 

Limitation of Time with respect to payment claims to Interest and Principal..................................... 204 

Inspection of Documents ..................................................................................................................... 204 

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RISK FACTORS

THE PURCHASE OF THE NOTES MAY INVOLVE SUBSTANTIAL RISKS AND BE SUITABLE ONLY FOR INVESTORS WHO HAVE THE KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS NECESSARY TO ENABLE THEM TO EVALUATE THE RISKS AND THE MERITS OF AN INVESTMENT IN THE NOTES. PRIOR TO MAKING AN INVESTMENT DECISION, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER IN LIGHT OF THEIR OWN FINANCIAL CIRCUMSTANCES AND INVESTMENT OBJECTIVES ALL THE INFORMATION SET FORTH IN THIS BASE PROSPECTUS AND, IN PARTICULAR, THE CONSIDERATIONS SET FORTH BELOW. PROSPECTIVE INVESTORS SHOULD MAKE SUCH INQUIRIES AS THEY DEEM NECESSARY WITHOUT RELYING ON THE ISSUER, THE MANAGERS OR THE CO-ARRANGERS.

The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. These factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring.

The following is a disclosure of risk factors that are material with respect to the Issuer and the Notes issued under the Programme that may affect the Issuer’s ability to fulfil its obligations under the Notes and of risk factors that are related to the Notes (and the assets backing such Notes) issued under this Base Prospectus. Prospective purchasers of Notes should consider these risk factors, together with the information in this Base Prospectus before deciding to purchase Notes issued under the Programme.

Prospective purchasers of Notes are also advised to consult their own tax advisors, legal advisors, accountants, or other relevant advisors as to the risks associated with, and consequences of, the purchase, ownership and disposition of Notes, including the effect of any laws of each country in which they are a resident. In addition, investors should be aware that the risks described may correlate and thus intensify one another.

The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Notes are exhaustive. Additional risks and uncertainties not presently known to the Issuer or that the Issuer currently believes to be immaterial could also have a material impact on the Issuer's financial strength.

Risks relating to the assets and the Transaction Documents

Historical and Other Information

The historical information set out in particular in "DESCRIPTION OF THE PORTFOLIO" reflects the historical experience and sets out the procedures applied by the initial Servicer to the Portfolio of the Seller. None of the Issuer, the Swap Counterparties, the Co-Arrangers, the Managers, the Security Trustee, the Principal Paying Agent, or the Corporate Services Provider has undertaken or will undertake any investigation or review of, or search to verify the historical information. The past performance of financial assets is no assurance as to the future performance of the respective assets.

Termination for Good Cause (Kündigung aus wichtigem Grund)

As a general principle of German law, a contract may always be terminated for good cause (Kündigung aus wichtigem Grund) and such right may not be totally excluded nor may it be subject to unreasonable restrictions or the consent from a third party. This may also have an impact on several limitations on the right of the parties to terminate any of the German Transaction Documents for good cause.

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Risk of Late Payment of Monthly Instalments

There is a risk in the event of late payment made in relation to Receivables becoming due in the respective Monthly Period that the funds received by the Issuer will not be sufficient to make the scheduled payments under the Notes.

Risk of Early Repayment

If the Financing Contracts underlying the Receivables are prematurely terminated or otherwise settled early, the Noteholders will (barring the loss of some or all of the Receivables, which is described below) be repaid the principal which they invested, but will receive interest for a shorter period than that provided in the respective Financing Contract.

Losses on the Receivables

The risk for the Noteholders that they will not receive the amount due to them under the Notes as stated on the cover page of this Base Prospectus is covered up to the Subordinated Loan Amount due to the subordination of the Subordinated Loan to the Notes and by the excess of the Included Principal Balance over the sum of the relevant Series Nominal Amount of the Notes outstanding and the Subordinated Loan.

There is no assurance that the Noteholders will receive for each Note the total nominal amount of GBP 100,000 plus interest at the Note Interest Rate nor that the distributions which are made will correspond to the monthly payments originally agreed upon in the underlying Financing Contracts.

Market Value of Receivables

There is no assurance that the market value of the Receivables will at any time be equal or greater than the Series Nominal Amount outstanding for all Series of Notes.

Credit Risk of the Parties

The ability of the Issuer to make any principal and interest payments in respect of the Notes depends to a large extent upon the ability of the parties to the Transaction Documents to perform their contractual obligations. In particular, and without limiting the generality of the foregoing, the timely payment of amounts due in respect of the Notes depends on the ability of the Servicer to service the Receivables and on the maintenance of the level of interest rate protection offered by the Swap Agreements.

Risk of Non-Existence of Receivables

If any of the Receivables have not come into existence at the time of their assignment to the Issuer under the Receivables Purchase Agreements and the Dunyard Receivables Purchase Agreement or belong to another Person than the relevant Seller, such assignment would not result in the Issuer acquiring ownership title in such Receivable. The Issuer would not receive adequate value in return for its purchase price payment. This result is independent of whether the Issuer, at the time of assignment, is not aware of the non-existence and therefore acts in good faith (gutgläubig) with respect to the existence of such Receivable or not. This risk, however, will be mitigated by contractual representations and warranties and the contractual obligation that VWFS shall pay to the Issuer an amount equal to the Repurchase Amount paid by the Issuer for such non-existing Receivable on the Repurchase Date. Such Repurchase Amount will be equal to the Outstanding Principal Balance plus accrued but unpaid interest.

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Reliance on Warranties

If the Receivables should partially or totally fail to conform at the Original Closing Date or any Additional Purchase Date to the representations and warranties given by VWFS in the Receivables Purchase Agreement and such failure materially and adversely affects the interests of the Issuer or the Noteholders, VWFS shall have until the end of the Monthly Period which includes the sixtieth (60th) day (or, if VWFS elects, an earlier date) after the date that VWFS became aware or was notified of such failure to cure or correct such failure. Any such breach or failure will not be deemed to have a material and adverse effect if such failure does not affect the ability of the Issuer to receive and retain timely payment in full on such Purchased Receivable. If VWFS does not cure or correct such failure prior to such time, then VWFS is required to repurchase any Purchased Receivable affected by such failure on the Repurchase Date following the expiration of such period.

If the Receivables should partially or totally fail to conform at the original Cut-Off Date or any Additional Cut-Off Date to the representations and warranties given by VWFS in the Warranty Breach Repurchase Deed and such failure materially and adversely affects the interests of the Issuer or the Noteholders (subject to VWFS’ right to cure), then VWFS shall, on the Monthly Investor Report Performance Date following such Monthly Period deliver a Repurchase Offer offering to purchase from the Purchaser: (a) the benefit of the Assigned Agreement related to such Purchased Receivable, including all Purchased Receivables under such Assigned Agreement and all Collections received in respect of such Purchased Receivables after the last day of the relevant Monthly Period immediately preceding such Monthly Investor Report Performance Date; and (b) (to the extent capable of assignment) all related security related to such Purchased Receivable.

Economic Downturn

The United Kingdom has experienced a severe economic downturn which, if such economic conditions continue, may adversely affect the performance of the Receivables. Rising unemployment and continued lack of availability of credit may lead to increased delinquency and default rates by Obligors, as well as decreased consumer demand for motor vehicles and reduced used vehicles prices which could increase the amount of a loss if Receivables default. If the economic downturn worsens, or continues for a prolonged period of time, delinquencies and losses on the Receivables could increase which could result in losses on the Notes.

Financing Contracts

The Issuer does not have any rights in, over or to the vehicles that are financed by the Financing Contracts - it only has rights in connection with the sale proceeds of those vehicles. Accordingly, in the event of any insolvency of VWFS, the Issuer is reliant on any administrator or liquidator of VWFS taking appropriate steps to sell such vehicles. Because the sale proceeds have been assigned to the Issuer, this will be of no value to VWFS's creditors as a whole and therefore an administrator or liquidator will not have any financial incentive to take such steps. This risk is mitigated by the inclusion of a provision in the Servicing Agreement providing that the Issuer will pay, in accordance with the Order of Priority, any administrator or liquidator's costs and expenses in selling such vehicles and an Administrator Recovery Incentive fee; however there can be no certainty that any administrator or liquidator would take such actions and no contractual obligations on VWFS to do so that would be enforceable against VWFS or an administrator or liquidator thereof after the commencement of the administration or liquidation of VWFS.

Market for Receivables

The ability of the Issuer to redeem all the Notes in full, including after the occurrence of an Enforcement Event, whilst any of the Receivables remain outstanding, may depend on whether the Receivables can be sold, otherwise realised or refinanced by the Issuer or the Trustee so as to obtain a sufficient amount available for the distribution to enable the Issuer to redeem the Notes. There is not yet an active and liquid secondary market for hire purchase and similar receivables in the United

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Kingdom. It might be, therefore, that none of the Issuer or the Trustee is able to sell, otherwise realise or refinance the Receivables on appropriate terms should it be necessary for it to do so.

Equitable Assignment

Assignment by VWFS to the Issuer of the benefit of the Receivables derived from Financing Contracts governed by the laws of England and Wales will take effect in equity only because no notice of the assignment will be given to Obligors.

The giving of notice to the Obligor of the assignment (whether directly or indirectly) to the Issuer would have the following consequences:

a) notice to the Obligor would "perfect" the assignment so that the Issuer would take priority over any interest of a later encumbrance or assignee of VWFS's rights who has no notice of the assignment to the Issuer;

b) notice to an Obligor would mean that the Obligor should no longer make payment to VWFS as creditor under the Financing Contract but should make payment instead to the Issuer. If the Obligor were to ignore a notice of assignment and pay VWFS for its own account, the Obligor might still be liable to the Issuer for the amount of such payment. However, for so long VWFS remains the Servicer under the Servicing Agreement, VWFS also is the agent of the Issuer for the purposes of the collection of the Receivables and will, accordingly, be accountable to the Issuer for any amount paid to VWFS in respect of the Receivables;

c) notice to the Obligor would prevent VWFS and the Obligor amending the relevant Financing Contract without the involvement of the Issuer. However, VWFS will undertake for the benefit of the Issuer that VWFS will not waive any breach under, or amend the terms of, any of the Financing Contracts, other than in accordance with VWFS’s Customary Operating Practices; and

d) lack of notice to the Obligor means that the Issuer will have to join VWFS as a party to any legal action which the Issuer may want to take against any Obligor. VWFS as Seller will, however, undertake for the benefit of the Issuer that VWFS will lend its name to, and take such other steps as may be required by the Issuer or the Trustee in relation to any action in respect of the Purchased Receivables.

Until notice is given to the Obligor, equitable set-offs (such as for misrepresentation or breach of contract as referred to in "Liability For Dealer's Misrepresentations And Breach Of Contract" below) may accrue in favour of the Obligor in respect of his obligation to make payments under the relevant Financing Contract. These may, therefore, result in the Issuer receiving less monies than anticipated from the Receivables. The assignment of any Receivables to the Issuer will be subject both to any prior equities which have arisen in favour of the Obligor and to any equities which may arise in the Obligor's favour after the assignment until such time (if ever) as he receives actual notice of the assignment.

Notification Events have been put in place in the transaction to mitigate the risk deriving from the equitable assignment but there can be no certainty as to the timing and effectiveness of such Notification Events.

Financing Contracts regulated by the Consumer Credit Act 1974 (as amended)

The Consumer Credit Act 1974, as amended by the Consumer Credit Act 2006 and associated secondary legislation (the "CCA") defines a consumer credit agreement as an agreement between a debtor and a creditor, by which the creditor provides the debtor with credit of any amount (the previous limit (of £25,000) has been abolished). Section 16B of the CCA introduces an exemption for consumer credit contracts exceeding the value of £25,000, which are entered into solely or predominantly for the debtor's business purposes.

The application of the CCA to the Financing Contracts which are regulated by the CCA (the "Regulated Financing Contracts") will have several consequences including the following:

(a) Voluntary Terminations

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At any time before the last payment falls due in respect of the relevant Regulated Financing Contract, the Obligor may, pursuant to section 99 of the CCA, terminate the relevant Regulated Financing Contract. In order to terminate the Regulated Financing Contract, the Obligor is required to notify VWFS on and upon notification the Obligor must return the vehicle, at its own expense, to an address as reasonably required by VWFS, together with everything supplied with the vehicle.

In such a case VWFS is entitled to:

(i) all arrears of payments due and damages incurred for any other breach of the Regulated Financing Contract by the Obligor prior to such termination;

(ii) the amount (if any) by which one half of the total amount which would have been payable under the Regulated Financing Contract if it had run its course exceeds the aggregate of sums already paid by the Obligor and amounts due from the Obligor under the Regulated Financing Contract immediately before exercise by the Obligor of its statutory right of termination;

(iii) possession of the relevant vehicle subject to the Regulated Financing Contract being terminated; and

any other sums due but unpaid by the Obligor under the Regulated Financing Contract.

Following the Voluntary Termination of a Financing Contract, VWFS will take possession of the relevant vehicle and will sell such Vehicle in accordance with its Customary Operating Practices. VWFS will apply (a) any amounts received per paragraphs (i) and (ii) above and (b) any proceeds from the sale of the vehicle to reduce the principal balance of the Financing Contract that remains outstanding following the Voluntary Termination. Following such application, any remaining amounts of principal balance on the Financing Contract that has been the subject of the Voluntary Termination will be written-off and reduced to zero.

If an Obligor terminates a Financing Contract pursuant to section 99 of the CCA, it is possible that the Issuer will not receive the full amount of the principal amount outstanding on the relevant Purchased Receivable and an amount of principal will accordingly be written-off. This in turn could trigger losses in respect of the Notes.

(b) Early Settlement of Regulated Financing Contracts

The Obligor has a statutory right to discharge his payment liability, and obtain title to the Vehicle, under the Regulated Financing Contract in advance of its scheduled final repayment date by paying VWFS all unpaid scheduled payments through to the scheduled final repayment date together with all other amounts due and payable under the relevant Regulated Financing Contract less a rebate calculated pursuant to the provisions of the Consumer Credit (Early Settlement) Regulations 2004 (the "Early Settlement Regulations") (see sub-paragraph (d) below).

In addition, from 1 February 2011, pursuant to Regulation 30 of the Consumer Credit (EU Directive) Regulations 2010 (SI 2010/1010) (the "EU Directive Regulations"), amending section 94 of the CCA, the Obligors under a Regulated Financing Contract entered into after 11 June 2010 have a right to make partial early repayments of the Regulated Financing Contract. One or more partial early repayment(s) may be made at any time during the life of the relevant Regulated Financing Contract, subject to the Obligor taking certain steps as outlined in Regulation 30(4). The provisions on partial early settlement are largely the same as those for full early settlement and the framework operates in much the same way.

(c) Termination of Regulated Financing Contracts

VWFS has the right to terminate the Regulated Financing Contract in the event of an unremedied material breach of agreement by the Obligor. In such case VWFS is entitled to repossess the vehicle (however, where the Obligor has paid at least one-

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third of the total amount payable, the vehicle becomes "protected" under the CCA with the consequences described in "Protected Goods" below) and recover either:

(i) (A) all arrears of payments due and damages incurred for any breach of the Regulated Financing Contract by the Obligor prior to such termination;

(B) all VWFS's expenses of recovering or trying to recover the Vehicle, storing it and tracing the Obligor and any shortfall relating to the sale or other disposal of vehicle (including all expenses of sale); and

(C) any other sums due but unpaid by the Obligor under the Regulated Financing Contract less a rebate calculated pursuant to the provisions of the Early Settlement Regulations (see below).

(ii) or such lesser amount as a court considers will compensate VWFS for its loss.

(d) Rebate on Early Settlement or on Termination of a Regulated Financing Contract by VWFS

In the case of Regulated Financing Contracts, a rebate of credit charges may be due on early settlement. The amount of the rebate is calculated in accordance with the Early Settlement Regulations. The rebate is available only in the circumstances specified in the Early Settlement Regulations. No such rebate is required where the Obligor exercises his right to terminate a Regulated Financing Contract as described in (a) above, as the Obligor may terminate the relevant Regulated Financing Contract, without discharging in full the total amount payable under the Regulated Financing Contract.

(e) Time Orders

If, with regards to a Regulated Financing Contract, certain default or enforcement proceedings are taken or notice of early termination is served on an Obligor, the Obligor can apply to the court for a time order to change the timing of payments under his Regulated Financing Contract or to repay the outstanding sum by lower instalments than provided for in his Regulated Financing Contract. Under the provisions of the CCA the court has a wide discretion to make an order incorporating such amendments to the relevant Regulated Financing Contract as it considers fit, in order to achieve the objectives of the time order.

(f) Enforcement of improperly executed or modified Regulated Financing Contracts

If a Regulated Financing Contract has been "improperly executed" (as such term is used in the CCA) or improperly modified in accordance with the provisions of the CCA, it may be unenforceable unless a court order has been obtained. A Regulated Financing Contract may be completely unenforceable in circumstances where (i) there is no Regulated Financing Contract signed by the Obligor; and/or (ii) the form and content of the agreement do not conform with the relevant detailed provisions of The Consumer Credit (Agreements) (Amendment) Regulations 2004 ("The Consumer Credit (Agreements) (Amendment) Regulations 2004").

(g) "Unfair relationship"

The Consumer Credit Act 2006 has extended the jurisdiction of the Financial Service Ombudsman to licence holders under the Consumer Credit Act and changed the grounds for challenging a credit agreement, from that of an "extortionate credit bargain", to that of an "unfair relationship" between a lender and an obligor.

In applying the new unfair relationship test, the courts are able to consider a wider range of circumstances surrounding the transaction, including the lender's conduct before and after making the agreement. There is no statutory definition of "unfair" as the intention is for the test to be flexible and subject to judicial discretion. However the word "unfair" is not an unfamiliar term in legal use in the United Kingdom due to

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the Unfair Contract Terms Act 1977 and the Unfair Terms in Consumer Contracts Regulations 1999 (SI 1999/2083). The courts may look to the above legislation for guidance. The FSA principles are also relevant and apply to the way contract terms are used in practice and not just the way they are drafted. Once an obligor alleges that an unfair relationship exists, the burden of proof is on the lender to prove the contrary.

Liability for dealer's misrepresentations and breach of contract

(a) Regulated Financing Contracts

Under section 75 of the CCA, an Obligor may make a claim against VWFS as well as a dealer in respect of any misrepresentations made by the dealer to the Obligor during negotiations between them before execution of the relevant Regulated Financing Contract or for a breach of contract.

In all the above circumstances, VWFS normally has a right to be reimbursed by the dealer for any amount paid to the Obligor in respect of the Obligor's claim and any costs (including legal costs) incurred in defending the claim. If any such case arises and the Obligor's claim is successful, VWFS would ordinarily seek to sell the vehicle back to the dealer.

(b) All Financing Contracts including Regulated Financing Contracts

Under the Supply of Goods (Implied Terms) Act 1973 an Obligor may also make a claim for breach of contract against VWFS if the vehicle the subject of the Financing Contract is not of satisfactory quality or fit for its intended purpose. Under the terms of each Financing Contract, there is one clause which purports to restrict VWFS's liability for any loss, injury or damage (other than death or personal injury) caused by VWFS's negligence or breach of contract. This clause is expressly stated to be subject to the relevant implied terms of the Supply of Goods (Implied Terms) Act 1973 in relation to title, conformity of the vehicles in question as to description, sample, quality and fitness for a particular purpose.

Where the Obligor makes the contract other than in the course of a business this exclusion does not affect the Obligor's statutory rights that the goods be of satisfactory quality and fit for their intended purpose. Where the Obligor makes the contract in the course of a business the exclusion of liability will only be binding if it meets a statutory test of reasonableness.

Protected Goods

If, under a Regulated Financing Contract, the Obligor has paid VWFS at least one-third of the total amount payable under the relevant Regulated Financing Contract, the vehicle becomes "protected" pursuant to the CCA and VWFS is not entitled to repossess it, unless VWFS first obtains an order from the court to this effect. If, however, the Obligor terminates the Regulated Financing Contract, the vehicle ceases to be "protected" and VWFS may effect repossession unless the court grants the Obligor a "time order" rescheduling the Obligor's outstanding liabilities under the Regulated Financing Contract, or otherwise exercises any other discretion which it may have under the CCA.

Other Risks Resulting from Consumer Credit Legislation

(a) Unfair Terms in Consumer Contracts Regulations 1999

The Unfair Terms in Consumer Contracts Regulations 1999 (the "UTCC Regulations") apply in relation to the Financing Contracts. An Obligor may challenge a term in an agreement on the basis that it is "unfair" within the meaning of the UTCC Regulations and therefore not binding on the Obligor. In addition the Director General of Fair Trading or a qualifying body (as defined in the UTCC Regulations) may seek an injunction (or, in Scotland, interdict) preventing a business from relying on an unfair term.

A term shall be regarded as unfair if, contrary to the requirement of good faith, it causes a significant imbalance in the parties' rights and obligations arising under the

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contract to the detriment of the consumer. It should be noted that there is no strict definition as to what will constitute an "unfair" term, although Schedule 2 to the UTCC Regulations provides some (non-exhaustive) guidance as to what terms may potentially be deemed to be unfair. The assessment of unfairness will take into account all the circumstances attending the conclusion of the contract.

It is the duty of the Director General of Fair Trading to consider any complaint about the fairness of a relevant contractual term. If such term is found to be unfair under the UTCC Regulations, then it is deemed to be unenforceable. The contract itself shall continue to bind the parties if it is capable of continuing in existence without the unfair term.

No assurance can be given that future changes to the UTCC Regulations or changes to guidance on interest variation terms will not have an adverse effect on the Receivables, VWFS, the Servicer, the Issuer and their respective businesses and operations. This may adversely affect the ability of the Issuer to dispose of Receivables, or any part thereof, in a timely manner and/or the realisable value of the Receivables, or any part thereof, and accordingly affect the ability of the Issuer to meet its obligations under the Notes when due.

Under the FSMA, the Financial Ombudsman Service is required to make decisions on, among others, complaints relating to the terms in agreements on the basis of what, in the Ombudsman's opinion, would be fair and reasonable in all the circumstances of the case, taking into account, among others, law and guidance. Complaints brought before the Financial Ombudsman Service for consideration must be decided on a case-by-case basis, with reference to the particular facts of any individual case. Each case would first be adjudicated by an adjudicator. Either party to the case may appeal against the adjudication. In the event of an appeal, the case proceeds to a final decision by the Ombudsman.

The Financial Ombudsman Service may order a money award to an Obligor, which may adversely affect the value at which the Financing Contracts in the Receivables could be realised and accordingly the ability of the Issuer to meet its obligations under the Notes.

From 6 April 2007 the jurisdiction of the Financial Ombudsman Service has been extended to cover licence holders under the Consumer Credit Act 2006, and such licence holders are required to have in place formal complaints-handling procedures that comply with the Consumer Credit Act 2006.

(b) Unfair Commercial Practices Directive 2005

On 11 May 2005, the European Parliament and the Council adopted the Unfair Commercial Practices Directive (SI 2005/29/EC) (the "UCPD"). The UCPD is a maximum harmonisation Directive, which means that (except for financial services and immoveable property) Member States may not impose more stringent provisions than those provided for by the UCPD.

The UCPD seeks to harmonise unfair trading laws in all Member States by: (i) introducing a general prohibition on traders not to treat consumers unfairly; (ii) obliging businesses not to mislead consumers through acts or omissions or through subjecting them to aggressive commercial practices such as high pressure selling techniques; and (iii) introducing a prohibition of specified practices that will be deemed unfair in all circumstances. The UCPD has a wide scope in that it prohibits unfair business-to-consumer practices in all sectors, however, it only focuses on the protection of economic interests. Other interests such as health, safety, taste or decency are outside its scope.

The UCPD is intended to protect only the collective interests of consumers; it does not seek to provide individual consumers with a private right of action.

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The Consumer Protection from Unfair Trading Regulations 2008 (SI 2008/1277) (the "Consumer Protection Regulations"), which implement the UCPD, came into force on 26 May 2008.

The Consumer Protection Regulations are comprised of three key restrictions:

(a) Regulation 3 sets out a general prohibition of unfair commercial practices, so as to catch all practices which do not fall into the specific prohibitions of misleading and aggressive practices or the specifically banned practices. In accordance with Regulation 3, a commercial practice is "unfair" if:

(i) the practice contravenes the requirements of "professional diligence" (which is the special skill and care a trader may be reasonably expected to exercise commensurate with honest market practice or the general principle of good faith in its field of activity; and

(ii) the practice materially distorts or is likely to materially distort the economic behaviour of the average consumer with regard to the product in question.

(b) Regulations 5 to 7 set out specific prohibitions in respect of misleading actions or omissions, and aggressive practices, respectively.

(c) Schedule 1 to the Consumer Protection Regulations contains a list of 31 specified commercial practices that are in all circumstances to be deemed unfair. Evidence of their effect, or likely effect, on the average consumer is not required in order to prove a breach under the Consumer Protection Regulations.

Enforcers (such as the Office of Fair Trading and the Trading Standards Service) may take civil enforcement action in respect of a breach of the Consumer Protection Regulations. There is no private right of action under the Consumer Protection Regulations for either consumers or competitors.

Scottish Receivables

Certain of the Financing Contracts (in respect of Receivables constituting approximately 10 per cent. of the Outstanding Principal Balance as at the Cut-Off Date) have been entered into with Obligors who are (a) consumers and (b) located in Scotland and certain of the vehicles financed pursuant to the Financing Contracts are located in Scotland. In such circumstances, notwithstanding the express choice of English law as the governing law of the contract, there is a risk that the Scottish courts could treat the express governing law clause and exclusive jurisdiction provisions as not binding on the relevant Obligor and instead apply Scots law based on regulations 5 and 8 of the Unfair Terms in Consumer Contracts Regulations 1999 and related OFT Guidance.

If a Scottish court were to declare that a Financing Contract was in fact governed by Scots law as the express governing law was unenforceable (a "Scottish Financing Contract"), the Scots court would declare that such Scottish Financing Contract had always been governed by Scots law, and that the Scottish Financing Contract should therefore be interpreted as a matter of Scots law. There is therefore a risk that the transfer of Receivables derived from Scottish Financing Contracts ("Scottish Receivables") by VWFS to the Issuer pursuant to an English law Receivables Purchase Agreement may not be considered to be a valid transfer by the Scots courts.

To mitigate this risk, VWFS will declare a trust (the "Scottish Trust") in favour of the Issuer over the Scottish Receivables and the Issuer will be the beneficiary under the Scottish Trust. To the extent a Scots court considers the Financing Contract to be governed by Scots law, legal title to the relevant Scottish Receivable will remain with VWFS because no formal assignation of the Scottish Receivable duly intimated to the relevant Obligor(s) will have been made. The legal position of the Issuer under the Scottish Trust is substantially in accordance with that set out above in relation to the holding of an equitable interest in the Purchased Receivables governed by the laws of England and Wales.

The fixed charge granted by the Issuer in favour of the Security Trustee over the Issuer's assets includes, among other things, an assignation in security of the Issuer's interest in the Scottish Trust.

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Restrictions on Transfer

The Notes have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. The offering of the Notes will be made pursuant to exemptions from the registration provisions of the Securities Act and from state securities laws. No Person is obliged or intends to register the Notes under the Securities Act or any state securities laws. Accordingly, offers and sales of the Notes are subject to the restrictions described under "SUBSCRIPTION AND SALE".

Reliance on Servicing and Collection Procedures

VWFS, in its capacity as Servicer, will carry out the servicing, collection and enforcement of the Receivables, including foreclosure on the Receivables in accordance with the Servicing Agreement (see "ADMINISTRATION OF THE RECEIVABLES UNDER THE SERVICING AGREEMENT").

Accordingly, the Noteholders are relying on the business judgment and practices of VWFS as they exist from time to time, in its capacity as Servicer to collect and enforce claims against the Obligors.

Risk of Change of Servicer

In the event VWFS is replaced as Servicer, there may be losses or delays in processing payments or losses on the purchased Receivables due to a disruption in service because a successor is not immediately available, or because the substitute servicer is not as experienced and efficient as VWFS. This may cause delays in payments or losses on the Notes. Under the terms of the Servicing Agreement, the Servicer will, however, not be released from its obligations under the Servicing Agreement until a substitute Servicer has entered into a new servicing agreement with the Issuer.

Conflicts of Interest

VWFS is acting in a number of capacities in connection with the transaction. VWFS will have only those duties and responsibilities expressly agreed to by it in the relevant agreement and will not, by virtue of it or any of its Affiliates’ acting in any other capacity, be deemed to have any other duties or responsibilities or be deemed to be held to a standard of care other than as expressly provided in each agreement to which it is a party. VWFS in its various capacities in connection with the Transaction may enter into business dealings from which it may derive revenues and profits without any duty to account therefore to any other Transaction Parties.

VWFS may hold and/or service claims against Obligors other than the Receivables. The interests or obligations of VWFS in its respective capacities with respect to such other claims may in certain aspects conflict with the interests of the Noteholders.

VWFS may freely engage in other commercial relationships with other parties. In such relationships VWFS is not obliged to take into account the interests of the Noteholders. Accordingly, because of these relationships, potential conflicts of interest may arise.

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Investment Risk related to Permitted Investments

Permitted Investments may be subject to investment risk. Pursuant to Clause 20 of the Trust Agreement the Issuer is authorised and obliged to invest its funds with the Account Bank in Permitted Investments which will be made by the Cash Administrator on behalf of the Issuer. However, it may be the case that such Permitted Investments will be irrecoverable due to insolvency of a debtor under such Permitted Investments or of a financial institution involved in such Permitted Investments. In such case, none of the Transaction Parties will be responsible for any consequential loss or shortfall. However, afore-described credit risk is limited as each Permitted Investment, at the time of investment, must be rated as required.

Risks relating to the Notes

Market and Liquidity Risk for the Notes

Presently, there is no secondary market for the Notes and there is no guarantee that a liquid secondary market will develop in future. If there are no market activities (i.e. bids and offers), it is unlikely that a liquid secondary market will develop. Even if such a market is established, there is no guarantee that it will provide sufficient liquidity to sell each Note. Accordingly, investors should be prepared to hold their investment in the Notes until final maturity.

Responsibility of Prospective Investors

The purchase of Notes is only suitable for investors (i) that possess adequate knowledge and experience in structured finance investments and have the necessary background and resources to evaluate all relevant risks related with such investments; (ii) that are able to bear the risk of loss of their investment (up to a total loss of the investment) without having to prematurely liquidate the investment; and (iii) that are able to assess the tax aspects and implications of such investment independently.

Furthermore, each potential investor should base its investment decision on its own and independent investigation and on the advice of its professional advisors (with whom the investor may deem it necessary to consult), be able to assess if an investment in the Notes (i) is in compliance with its financial requirements, its targets and situation (or if it is acquiring the Notes in a fiduciary capacity, those of the beneficiary); (ii) is in compliance with its principles for investments, guidelines for or restrictions on investments (regardless of whether it acquires the Notes for itself or as a trustee); and (iii) is an appropriate investment for itself (or for any beneficiary if acting as a trustee), notwithstanding the risks of such investment.

Interest Rate Risk / Risk of Swap Counterparty Insolvency

The Receivables bear interest at fixed rates while the Notes will bear interest at floating rates based on 1-month LIBOR. The Issuer will hedge afore-described interest rate risk and will use payments made by the Swap Counterparties to make payments on the Notes on each Payment Date, in each case calculated with respect to the swap notional amount which is equal to the outstanding Series Nominal Amount on the relevant Series of Notes, following payment on the immediately preceding Payment Date. For each Series of Notes, the Issuer, will enter into a separate Swap Agreement.

During those periods in which the floating rates payable by a Swap Counterparty under a Swap Agreement are substantially greater than the fixed rates payable by the Issuer under such Swap Agreement, the Issuer will be more dependent on receiving payments from such Swap Counterparty in order to make interest payments on the respective Series of Notes. If the Swap Counterparty fails to pay any amounts when due under a Swap Agreement, the Collections from Receivables and the Cash Collateral Amount may be insufficient to make the required payments on the respective Series of Notes and the Noteholders may experience delays and/or reductions in the interest and principal payments on the respective Series of Notes.

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A Swap Counterparty may terminate a Swap Agreement if the Issuer becomes insolvent, if the Issuer fails to make a payment under such Swap Agreement when due and such failure is not remedied within three (3) Business Days of notice of such failure being given, if performance of the respective Swap Agreement becomes illegal, if a Foreclosure Event occurs under the Trust Agreement or if payments to the respective Swap Counterparty are reduced or payments from the respective Swap Counterparty are increased for a set period of time due to tax reasons. The Issuer may terminate a Swap Agreement if, among other things, the Swap Counterparty becomes insolvent, the Swap Counterparty fails to make a payment under the Swap Agreement when due and such failure is not remedied within three (3) Business Days of notice of such failure being given, performance of the Swap Agreement becomes illegal or payments to the Issuer are reduced or payments from the Issuer are increased due to tax for a period of time.

The Issuer is exposed to the risk that the respective Swap Counterparty may become insolvent. If a Swap Counterparty suffers a ratings downgrade, the Issuer may terminate the related Swap Agreement if the Swap Counterparty fails, within a set period of time, to take certain actions intended to mitigate the effects of such downgrade. Such actions could include the respective Swap Counterparty collateralising its obligations as a referenced amount calculated in accordance with a credit support annex to the 1992 ISDA Master Agreement, transferring its obligations to a replacement Swap Counterparty or procuring a guarantee. However, in the event the Swap Counterparty is downgraded, there can be no assurance that a guarantor or replacement Swap Counterparty will be found or that the amount of collateral will be sufficient to meet the Swap Counterparty's obligations.

If a Swap Agreement is terminated by either party, then depending on the reason for the termination a termination payment may be due to the Issuer or to the respective Swap Counterparty. Any such termination payment could, if market interest rates and other conditions have changed materially, be substantial. Under certain circumstances, termination payments required to be made by the Issuer to the respective Swap Counterparty will rank higher in priority than all payments on the Notes. In such event, the Receivables and the Cash Collateral Amount may be insufficient to make the required payments on the respective Series of Notes and the Noteholders may experience delays and/or reductions in the interest and principal payments on such Series of Notes.

If a Swap Agreement is terminated by either party or the Swap Counterparty becomes insolvent, the Issuer may not be able to enter into a replacement Swap Agreement immediately or at all. To the extent a replacement Swap Agreement is not in place, the amount available to pay principal of and interest under the respective Series of Notes will be reduced if the interest rates under such Series of Notes exceed the fixed rate the Issuer would have been required to pay the respective Swap Counterparty under the terminated Swap Agreement. Under these circumstances the Receivables and the Cash Collateral Amount may be insufficient to make the required payments under the respective Series of Notes and the Noteholders may experience delays and/or reductions in the interest and principal payments under such Series of Notes.

If the Swap Counterparty is no longer an Eligible Swap Counterparty, the Swap Counterparty shall transfer its obligations under the respective Swap Agreement to a third party which is an Eligible Swap Counterparty.

Subordination of Payments

There is uncertainty as to the validity and/or enforceability of a provision which (based on contractual and/or trust principles) subordinates certain payment rights of a creditor to the payment rights of other creditors of its counterparty upon the occurrence of insolvency proceedings relating to that creditor. In particular, recent cases have focused on provisions involving the subordination of a swap counterparty's payment rights in respect of certain termination payments upon the occurrence of insolvency proceedings or other default on the part of such counterparty. Such provisions are similar in effect to the terms included in the Transaction Documents relating to the subordination of certain payments under a Swap Agreement.

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The Supreme Court of the United Kingdom in Belmont Park Investments PTY Limited (Respondent) v BNY Corporate Trustee Services Limited and Lehman Brothers Special Financing Inc [2011] UKSC 38 unanimously upheld the decision of the Court of Appeal in upholding the validity of similar priorities of payment, stating that, provided that such provisions form part of a commercial transaction entered into in good faith to those terms in the Transaction Documents which does not have, as its predominant purpose or one of its main purposes, the deprivation of the property of one of the parties on bankruptcy, the anti-deprivation principle was not breached by such provisions.

In parallel proceedings in New York, Judge Peck of the U.S. Bankruptcy Court for the Southern District of New York granted Lehman Brothers Special Finance Inc.'s ("LBSF") motion for summary judgement on the basis that the effect was that the provisions do infringe the anti-deprivation principle in a U.S. insolvency. Judge Peck acknowledged that this resulted in the U.S. courts coming to a decision "directly at odds with the judgement of the English Courts". In New York, whilst leave to appeal was granted, the case was settled before an appeal was heard. Therefore concerns still remain that the U.S. courts will diverge in their approach which, in the case of an unfavourable decision in New York, may adversely affect the Issuer's ability to make payments on the Notes.

If a creditor of the Issuer (such as the Swap Counterparty) or a related entity becomes subject to insolvency proceedings in any jurisdiction outside England and Wales (including, but not limited to, the US), and it is owed a payment by the Issuer, a question arises as to whether the insolvent creditor or any insolvency official appointed in respect of that creditor could successfully challenge the validity and/or enforceability of subordination provisions included in the Transaction Documents (such as a provision of the relevant Priority of Payments which refers to the ranking of the Swap Counterparty's rights in respect of certain amounts under the Swap Agreement). In particular, based on the decision of the US Bankruptcy Court referred to above, there is a risk that such subordination provisions would not be upheld under US bankruptcy law. Such laws may be relevant in certain circumstances with respect to a range of entities which may act as a Swap Counterparty, including US established entities and certain non-US established entities with assets or operations in the US (although the scope of any such proceedings may be limited if the relevant non-US entity is a bank with a licensed branch in a US state). In general, if a subordination provision included in the Transaction Documents was successfully challenged under the insolvency laws of any relevant jurisdiction outside England and Wales and any relevant foreign judgment or order was recognised by the English courts, there can be no assurance that such actions would not adversely affect the rights of the Noteholders, the market value of the Notes and/or the ability of the Issuer to satisfy its obligations under the Notes.

Given the general relevance of the issues under discussion in the judgments referred to above and that the Transaction Documents include terms providing for the subordination of certain payments under the Swap Agreement, there is a risk that the final outcome of the dispute in such judgments (including any recognition action by the English courts) may result in negative rating pressure in respect of the Notes. If any rating assigned to any of the Notes is lowered, the market value of such Notes may reduce.

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German Act on Debt Securities of Entire Issues (Schuldverschreibungsgesetz)

The Conditions of the Notes which are governed by German law may be modified through contractual agreement to be concluded between the Issuer, acting with respect to its Compartment 1, and all Noteholders of a particular Series of Notes as provided for in Sec. 4 of the German Act on Debt Securities of Entire Issues (Gesetz über Schuldverschreibungen aus Gesamtemissionen (Schuldverschreibungsgesetz - SchVG)) or by a Noteholder’s resolution adopted pursuant to Sections 5 to 22 of aforementioned act and in accordance with the terms and conditions with unanimous consent of the Noteholders of the respective Series. As long as the Notes are outstanding, the applicable Margin pursuant to Condition 9(d) may only be modified pursuant to an contractual agreement which requires the consent of the Issuer acting with respect to its Compartment 1, all Noteholders and of VWFS.

Liability and Limited Recourse under the Notes

The Notes and the Subordinated Loan represent obligations of the Issuer acting with respect to its Compartment 1 only and do not represent obligations of the Co-Arrangers, the Managers, the Security Trustee, VWFS or any of its affiliates or any other third party or entity. Neither the Co-Arrangers, nor the Managers, nor the Security Trustee, nor VWFS, nor any affiliate of VWFS, nor any affiliate of the Issuer, nor any other third person or entity, assumes any liability to the Noteholders if the Issuer, acting with respect to its Compartment 1, fails to make a payment due under the Notes or the Subordinated Loan.

All payment obligations of the Issuer acting with respect to its Compartment 1 under the Notes and the Subordinated Loan Agreement constitute limited recourse obligations to pay only the respective Available Distribution Amount which includes, inter alia, amounts received by the Issuer acting with respect to its Compartment 1 from the Receivables and under the Transaction Documents. The Available Distribution Amount may not be sufficient to pay amounts accrued under the Notes which may result in an Interest Shortfall when the same become due and payable, and if such default continues for a period of five (5) Business Days will constitute a Foreclosure Event. The Notes shall not give rise to any payment obligation in addition to the foregoing. The enforcement of the payment obligations under the Notes and the Subordinated Loan shall only be effected by the Security Trustee in accordance with the Trust Agreement. A Foreclosure Event results in the enforcement of the collateral held by the Security Trustee in respect of Compartment 1. If the Security Trustee enforces the claims under the Notes, such enforcement will be limited to the assets which were transferred to the Security Trustee for security purposes. To the extent that such assets, or the proceeds of the realisation thereof, prove ultimately insufficient to satisfy the claims of all respective Noteholders in full, then any shortfall arising shall be extinguished and neither any Noteholder, nor the Security Trustee shall have any further claims against the Issuer. Such assets and proceeds shall be deemed to be "ultimately insufficient" at such time when no further assets are available and no further proceeds can be realised therefrom to satisfy any outstanding claims of the Noteholders, and neither assets nor proceeds will be so available thereafter.

If any of the events which require the Security Trustee to take action should occur, the Security Trustee will have legal access to the Security only. The Security Trustee itself is not a guarantor, nor have any guarantees been given by other Transaction Parties, with respect to which the Security Trustee could assert claims on behalf of the Noteholders and/or the Subordinated Lender.

For the avoidance of doubt, the recourse of the Transaction Creditors is limited to the assets of the Issuer allocated to its Compartment 1.

Limitation of Time

Claims arising from a bearer note (Inhaberschuldverschreibung), i.e. claims for the payment of interest and principal, cease to exist with the expiration of thirty years after the occurrence of time determined for performance, unless the bearer note is submitted to the Issuer for redemption prior to

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the expiration of thirty years. In case of a submission, the claims will be time-barred in two years beginning with the end of the period for submission. The submission equals a judicial assertion of the claim arising from the bearer note.

No gross up of payments

The Notes will not provide for gross-up of payments if the payments on the Notes become subject to withholding taxes.

Council Directive 2003/48/EC of 3 June 2003 on taxation of savings as interest payments

Under EC Council Directive 2003/48/EC (the “Savings Directive”) on the taxation of savings income, each Member State will be bound to automatically communicate to the tax authorities of another Member State detailed information on the interest payments and similar income (notably premiums and lots related to all kinds of receivables and the accrued or capitalised interest gained from the sale, repayment of these receivables to these loans) paid by an economic operator (a paying agent in the meaning of the EU Savings Directive) in its jurisdiction for the benefit of an individual resident of another Member State. As an exception, and only for a transitional period (which will come to an end as soon as an agreement on a procedure for the exchange of information has been reached between the European Union and some third-party States), Luxembourg and Austria can alternatively apply a withholding tax on the said payments. The withholding tax will not, however, apply if the beneficiary of the income (a) expressly authorises the paying establishment to declare the payments or (b) provides a certificate issued in its name by the competent tax authorities allowing it to benefit from an exemption from withholding tax. By legislative regulations dated January 26, 2004 the Federal Government of Germany enacted provisions implementing the Directive into German law. These provisions apply from July 1, 2005. Luxembourg implemented the EU Savings Directive in the law of 21 June 2005. The attention of the Noteholders is drawn to (i) the "Overview of the Terms and Conditions of the Notes – Taxation" stating that no gross-up will be available with respect to any withholding tax imposed as a result of the EU Directive 2003/48/EC of 3 June 2003 and (ii) the sections “Taxation – Luxembourg Taxation” and “Taxation – EU Savings Directives” for more details.

Regulatory Risks

Basel Capital Accord and regulatory capital requirements

The original Basel Accord was agreed in 1988 by the Basel Committee on Banking Supervision (the "Committee"). The 1988 Accord, now referred to as Basel I, helped to strengthen the soundness and stability of the international banking system as a result of the higher capital ratios that it required. The Committee published the text of the new capital accord under the title: "Basel II; International Convergence on Capital Measurement and Capital Standards: a revised framework" (the "Framework") in June 2004. In November 2005, the Committee issued an updated version of the Framework. On 4 July 2006, the Committee issued a comprehensive version of the Framework. This Framework places enhanced emphasis on market discipline, internal procedures and governance and sensitivity to risk and serves as a basis for national and supra-national rule-making and approval processes for banking organisations. The Framework was put into effect for credit institutions in Europe via the recasting of a number of prior directives. This consolidating directive is referred to as the CRD. Member States were required to transpose, and the financial services industry had to apply, the CRD by 1 January 2007, subject to various transitional measures. The more sophisticated measurement approaches for operational risk are required to be implemented from January 2008. The Framework, as implemented, will affect risk weighting of the Notes for investors. Consequently, Noteholders should consult their own advisers as to the consequences to and effect on them of the application of the Framework as implemented by their own regulator, to their holding of any Notes. The Issuer is not responsible for informing Noteholders of the effects of the changes to risk-weighting which will result for investors from the adoption by their own regulator of the Framework.

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The Basel Committee announced in April 2008 that it would take steps to strengthen certain aspects of the Framework and, to this end, it introduced a package of consultative documents, the Revisions to the Basel II Market Risk Framework and Proposed Enhancements to the Basel II Framework in January 2009. The European Commission also published in April 2008 a consultation paper on certain changes proposed to the CRD and it has also sought technical advice on its proposed changes from the Committee of European Banking Supervisors. On 9 March 2009 the EU's Economic and Financial Affairs Council (ECOFIN) endorsed the European Commission's final proposal for amendments to the CRD published in December 2008. The European Commission's final proposal contains the "skin in the game" proposals that (broadly) require originators/sponsors of securitisations to retain a 5 per cent. net economic interest in those securitisations. The European Parliament has agreed to the amendments (including the 5 per cent. "skin in the game" retention requirement) to the CRD on 6 May 2009. On 17 November 2009, the Directive 2009/111/EC amending the CRD was published in the Official Journal of the European Union. Member States were required to transpose the Directive 2009/111/EC into national law by 31 October 2010, and apply the resulting regulation from 31 December 2010.

Article 122a of the CRD places an obligation on a credit institution that is subject to the CRD which assumes exposure to the credit risk of a securitisation (as defined in Article 4(36) of Directive 2006/48/EC) to ensure that the originator, sponsor or original lender has a thorough understanding of all structural features of a securitisation transaction that would materially impact the performance of their exposures to the transaction. Furthermore, Article 122a restricts an EU regulated credit institution from investing in asset-backed securities unless the originator, sponsor or original lender in respect of the relevant securitisation has explicitly disclosed to the EU regulated credit institution that it will retain, on an ongoing basis, a net economic interest of not less than 5 per cent. in respect of certain specified credit risk tranches or asset exposures as contemplated by Article 122a. Failure to comply with one or more of the requirements set out in Article 122a will result in the imposition of a penal capital charge on the notes acquired by the relevant investor.

Investors should therefore make themselves aware of the requirements of Article 122a, where applicable to them, in addition to any other regulatory requirements applicable to them with respect to their investment in the Notes.

With respect to the retention requirement of the Seller to retain a material net economic interest in the securitisation as contemplated by Article 122a, the Seller intends to retain, for the life of the Transaction, such net economic interest through retention of randomly selected "exposures" (i.e. Purchased Receivables), equivalent to no less than 5 per cent. of the nominal amount of the "securitised exposures" (i.e. the Purchased Receivables) at the Issue Date, where such exposures would otherwise have been securitised in the securitisation, provided that the number of potentially securitised exposures is no less than 100 at origination. However, there is no contractual obligation of the Seller to maintain such retention. The Seller will prepare a table as set out in the Monthly Investor Report with a view to reflect that it complies with Article 122a of the CRD. The pool of exposures (being Purchased Receivables) to be randomly selected and retained by the Seller will have the characteristics set out in the table titled "Retention according to §122 CRD".

The level of overcollateralisation may be reduced over time by, amongst other things, amortisation and allocation of losses or defaults on the underlying Receivables. The monthly investor reports will also set out monthly confirmation as to the level of overcollaterisation. It should be noted that there is no certainty that references to the retention obligations of the Seller in this Base Prospectus will constitute explicit disclosure (on the part of the Seller) or adequate due diligence (on the part of the Noteholders) for the purposes of Article 122a.

Article 122a of the CRD also places an obligation on credit institutions that are subject to the CRD, before investing in a securitisation and thereafter, to analyse, understand and stress test their securitisation positions, and monitor on an ongoing basis and in a timely manner performance information on the exposures underlying their securitisation positions. After the Issue Date, the Seller or the Servicer will prepare monthly investor reports wherein relevant information with regard to the purchased Receivables will be disclosed publicly together with an overview of the retention of the

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material net economic interest by the Seller with a view to complying with Article 122a paragraph (7) of the CRD.

Where the relevant requirements of Article 122a of the CRD are not complied with in any material respect and there is negligence or omission in the fulfilment of the due diligence obligations on the part of a credit institution that is subject to the CRD and that is investing in the Notes, a proportionate additional risk weight of no less than 250 per cent. of the risk weight (with the total risk weight capped at 1250 per cent.) which would otherwise apply to the relevant securitisation position shall be imposed on such credit institution, progressively increasing with each subsequent infringement of the due diligence provisions. Noteholders should make themselves aware of the provisions of the CRD and make their own investigation and analysis as to the impact of the CRD on any holding of Notes.

If the Seller does not comply with its obligations under Article 122a, the ability of the Noteholders to sell and/or the price investors receive for the Notes in the secondary market may be adversely affected.

Relevant investors are required to independently assess and determine the sufficiency of the information described above for the purposes of complying with Article 122a and none of the Issuer, the Seller, the Corporate Services Provider, the Co-Arrangers, nor the Managers makes any representation that the information described above is sufficient in all circumstances for such purposes.

The provisions of Article 122a of the CRD came into force on 31 December 2010. To date there is limited guidance, and no judicial determination, on the interpretation and application of Article 122a. Until additional guidance is available and such determinations are made, there will be uncertainty about the interpretation and application of these provisions. Noteholders should take their own advice on compliance with, and the application of, the provisions of Article 122a.

There can be no guarantee that the regulatory capital treatment of the Notes for investors will not be affected by any future implementation of and changes to the Directive 2009/111/EC or other regulatory or accounting changes.

Any failure to comply with the retention provisions of Article 122a of the CRD in the manner as set out above shall constitute an Early Amortisation Event. New U.S. Tax Law

The Foreign Account Tax Compliance Act ("FATCA") provisions of the U.S. Hiring Incentives to Restore Employment created a new 30% withholding tax on “withholdable payments” made to foreign financial institutions (“FFIs”) and non-financial foreign entities ("NFFEs") after 31 December 2012.

There are a number of issues that need to be clarified in future guidance from the United States Internal Revenue Service (the “IRS”) with respect to the application of, and exemptions from, withholding under FATCA. The IRS has provided guidance on some issues through the publication of Notice 2010-60, 2010-37 I.R.B. 329, Notice 2011-34, 2011-19 I.R.B. 765, and Notice 2011-53, 2011-32 I.R.B. 124 (collectively, the “FATCA Notices”). In addition, on 15 February 2012, the IRS published proposed regulations under FATCA. Additional guidance is expected. When and if the proposed regulations will be finalized is not certain, and it is possible that future guidance or the final regulations may differ significantly from the proposed regulations. In addition, it is anticipated that certain conforming changes will be made to U.S. withholding rules currently in effect.

As of the date of this Base Prospectus, the 31 December 2012 implementation date has been postponed to apply to payments made after 31 December 2013 for most types of withholdable payments, and to payments made after 31 December 2014 for certain other types of payments. It is unclear whether an additional deferral may be granted. The IRS stated in the summer of 2012, however, that it did not anticipate that additional deferral would be provided. The proposed

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regulations, however, would defer implementation of several (but not all) specific requirements under FATCA.

FATCA withholding generally does not apply to obligations outstanding on 18 March 2012 (the "Grandfather Rule"). The proposed regulations would extend grandfather status to obligations outstanding on 1 January 2013. For this purpose an obligation is limited to legal obligations treated as debt for U.S. federal income tax purposes with a definite expiration or term. In addition, obligations benefitting from the Grandfather Rule may lose grandfathered status in the event they are modified.

Withholdable payments include most U.S. source investment income other than income effectively connected with a U.S. trade or business. Withholdable payments under United States Internal Revenue Code include items that are not subject to withholding under current law. To the extent such items are subject to withholding but exempt from U.S. tax, it may be possible to obtain the benefit of the exemption by filing a claim for refund. However, the manner and limitations on such claims awaits clarification in future guidance and a refund may not be available in all circumstances. Where a refund is available to a Noteholder, the amount of the refund available will generally be treated as an amount paid on the Notes by the Issuer.

The Issuer believes that none of the payments it receives with respect to the Purchased Receivables, investment earnings on cash reserves and other investments it holds, or payments it receives from the Swap Counterparty, will constitute U.S. source income or withholdable payments within the meaning of FATCA. However, there can be no assurance that payments received by the Issuer will not be subject to withholding under FATCA. U.S. withholding tax, to the extent applicable, will reduce the cash available to the Issuer to make payments on the Notes.

Withholding on payments to an FFI generally can be avoided if the FFI assumes certain due diligence and reporting obligations with respect to U.S. accounts under an agreement with the IRS. Other exemptions may be available. While the terms of this agreement are not yet available, if the Issuer were determined to be an FFI and entered into an agreement with the IRS, it would be obligated to identify U.S. accounts (i.e., direct and certain indirect U.S. Noteholders) and report information on such accounts to the IRS. In addition, the Issuer would be required to withhold on certain "passthru payments" made to certain other FFIs or to certain "recalcitrant" Noteholders who refused to provide sufficient information on U.S. ownership. The Issuer might also be required either to (i) redeem Notes held directly or indirectly by U.S. persons to the extent such persons refused to waive bank secrecy protections in order to allow the Issuer to report information to the IRS or (ii) risk having its agreement with the IRS revoked.

The Issuer has not made any decision whether it will enter into an agreement with the IRS if it determines it is an FFI and does not qualify for another exemption. The Issuer will decide whether to enter into such an agreement, and whether to terminate such agreement if it does enter into one, in its sole and absolute discretion, subject to the consent of the Security Trustee. As explained above, if the Issuer enters into such an agreement with the IRS, it will be required to provide certain information on direct or indirect U.S. ownership of Notes. This could result in an audit of the Noteholder or its direct or indirect owners. Such an audit could result in an examination of tax items unrelated to the Notes and could result in the imposition of additional taxes, penalties and interest. The Issuer is not responsible for providing representation for any Noteholder or its owners in the event of an audit. Noteholders or their owners would be required to retain and pay their own counsel in connection with an audit and would bear any costs associated with such audit.

The IRS announced in the preamble explaining the proposed regulations that, to minimize the burden of FATCA, it was considering an alternative approach to implementation under which an FFI could satisfy the reporting requirements of FATCA if:

(1) the FFI collected the information required under FATCA and reported this information to its residence country government; and

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(2) the residence country government entered into an agreement to report this information annually to the IRS.

The IRS announced that it was working in consultation with several countries to pursue a framework for implementing FATCA. The IRS has since released model intergovernmental agreements developed in in consultation with France, Germany, Italy, Spain and the United Kingdom under which FFIs in those countries would identify and report U.S. accounts to their governing tax authorities, which would automatically pass that information on to IRS. In September 2012 it was announced that the United States had entered into such an agreement with the United Kingdom, and the model agreements are expected to be the basis for further bilateral agreements. FFIs in countries entering into such agreements would be deemed compliant and would not have to enter into a separate agreement with the IRS. It is anticipated that the U.S. will enter into such bilateral agreements with a number of countries, not simply those who participated in the creation of the model agreements.

Because many aspects of the application of FATCA to the Issuer are uncertain and will have to be addressed in future regulatory guidance from the IRS, it is not clear at this time what actions, if any, will be required to minimize the impact of FATCA on the Issuer and the Noteholders. No assurance can be given that the Issuer will take any actions or that, if actions are taken, they will be successful in minimizing the new withholding tax.

Because of the uncertainty of the issues surrounding the application of FATCA and its application to the Issuer, each Noteholder should consult its own tax advisor to obtain a more detailed explanation of FATCA, to learn how it might affect such holder in its particular circumstance, and with regard to FATCA guidance released after the date of this Base Prospectus.

Risks relating to the Issuer

The Issuer is a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, has its registered office in Luxembourg and is managed by its directors professionally residing in Luxembourg. Accordingly, insolvency proceedings with respect to the Issuer would likely proceed under, and be governed by, the insolvency laws of Luxembourg.

Under Luxembourg law, a company is bankrupt ("en faillite") when it is unable to meet its current liabilities and when its creditworthiness is impaired.

In particular, under Luxembourg bankruptcy law, certain acts deemed to be abnormal and carried out by the bankrupt party during the so-called "suspect period" may be unenforceable against the bankruptcy estate of such party. Whilst the unenforceability is compulsory in certain cases, it is optional in other cases. The "suspect period" is the shorter of: (i) the period that lapses between the date of cessation of payments (cessation de paiements), as determined by the bankruptcy court, and the date of the court order declaring the bankruptcy and (ii) the six months period prior to the date of the court order declaring the bankruptcy.

Under Article 445 of the Luxembourg Code of Commerce: (a) a contract for the transfer of movable or immovable property entered into or carried out without consideration, or a contract or transaction entered into or carried out with considerably insufficient consideration for the insolvent party; (b) a payment, whether in cash or by transfer, assignment, sale, set-off or otherwise for debts not yet due, or a payment other than in cash or bills of exchange for debts due, or (c) a contractual or judiciary mortgage, pledge, or charge on the debtor’s assets for previously contracted debts, would each be unenforceable against the bankruptcy estate if carried out during the suspect period or ten days preceding the suspect period.

According to Article 61(4) second paragraph of the Luxembourg Securitisation Law and without prejudice to the provisions of the law of 5 August 2005 on financial collateral arrangements, the validity and perfection of each of the security interests mentioned under item (c) in the above paragraph cannot be challenged by a bankruptcy receiver with respect to Article 445 of the

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Luxembourg Code of Commerce and such security interests are hence enforceable even if they were granted by the company during the suspect period. However, Article 61(4) second paragraph of the Luxembourg Securitisation Law is only applicable if (i) the articles of incorporation of the company granting the security interests are governed by the Luxembourg Securitisation Law and (ii) the company granted the respective security interest no later than the issue date of the securities or at the conclusion of the agreements secured by such security interest.

Under Article 446 of the Luxembourg Code of Commerce, any payments made by the bankrupt debtor in the suspect period may be rescinded if the creditor was aware of the cessation of payment of the debtor.

Under Article 448 of the Luxembourg Code of Commerce, transactions entered into by the bankrupt debtor with the intent to deprive its creditors are null and void (Article 448 of the Code of Commerce), regardless of the date on which they were made.

The Issuer can be declared bankrupt upon petition by a creditor of the Issuer or at the initiative of the court or at the request of the Issuer in accordance with the relevant provisions of Luxembourg insolvency law. The conditions for opening bankruptcy proceedings are the stoppage of payments (cessation des paiements) and the loss of commercial creditworthiness (ébranlement du credit commercial). The failure of controlled management proceedings may also constitute grounds for opening bankruptcy proceedings. If the above mentioned conditions are satisfied, the Luxembourg court will appoint a bankruptcy trustee ("curateur") who shall be the sole legal representative of the Issuer and obliged to take such action as he deems to be in the best interests of the Issuer and of all creditors of the Issuer. Certain preferred creditors of the Issuer (including the Luxembourg tax authorities) may have a privilege that ranks senior to the rights of the Noteholders in such circumstances. Other insolvency proceedings under Luxembourg law include controlled management and moratorium of payments ("gestion controlée et sursis de paiement") of the Issuer, composition proceedings ("concordat") and judicial liquidation proceedings ("liquidation judicaire").

Compartments

The Notes will be contractual obligations of the Issuer solely in respect of its Compartment 1. No third party guarantees the fulfilment of the obligations of the Issuer acting with respect to its Compartment 1 under the Notes. Consequently, the Noteholders have no rights of recourse against such third parties. In connection with the above it has also to be noted that, pursuant to Article 62 of the Luxembourg Securitisation Law, where individual compartment assets are insufficient for the purpose of meeting the Issuer’s obligations under a respective issuance, it is not possible for the Noteholders in that Compartment’s issuance to obtain the satisfaction of the debt owed to them by the Issuer from assets belonging to another compartment. Consequently, the Noteholders may have the risk of not being able to receive any income in respect of their investment or, at worst, of being unable to recover their initial investment.

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STRUCTURE DIAGRAM

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TRANSACTION OVERVIEW

The following "TRANSACTION OVERVIEW" must be read in conjunction with, and is qualified in its entirety by reference to, the more detailed information appearing elsewhere herein and in the relevant Final Terms. Any decision to invest in any Notes should be based on a consideration of this Base Prospectus as a whole. Capitalised terms not specifically defined in this "TRANSACTION OVERVIEW" shall have the respective meanings set out in Clause 1 "Master Definitions Schedule" as set out in the Incorporated Terms Memorandum dated on or about the date of this Prospectus and signed for identification purposes by the Transaction Parties and set out in this Prospecuts.

THE PARTIES

Issuer Driver UK Master S.A., acting with respect to its Compartment 1, a securitisation company within the meaning of the Luxembourg law of 22 March 2004 on securitisation ("Luxembourg Securitisation Law"), incorporated under the form of a public limited liability company (Société Anonyme), with registred office at 52-54 Avenue du X Septembre, L-2550 Luxembourg registered with the trade and companies register under number B 162 723. The Issuer has elected its Articles of Incorporation (Statuts) to be governed by the Luxembourg Securitisation Law. The exclusive purpose of the Issuer is to enter into one or more securitisation transactions, each via a separate compartment ("Compartment") within the meaning of the Luxembourg Securitisation Law. The Notes will be funding the first securitisation transaction (the "Transaction") of the Issuer.

Foundation Stichting CarLux, a foundation duly incorporated and validly existing under the laws of The Netherlands, having its registered office at Claude Debussylaan 24, 1082 MD Amsterdam, The Netherlands and registered with the trade register of the Chamber of Commerce in Amsterdam under number 34283304 (the "Foundation"). The Foundation owns all of the issued shares representing one hundred per cent (100 %) of the Issuer. The Foundation does not have shareholders would distribute any profits received from the Issuer (if any) to charitable organizations.

Driver UK Master S.A., Compartment 1

Compartment 1 of Driver UK Master S.A. relating to the Transaction and the issue of the Notes has been created by a decision of the board of directors of Driver UK Master S.A. taken on 03 November 2011. 

Sellers

Volkswagen Financial Services (UK) Limited ("VWFS"), incorporated under the laws of the England as a company with limited liability (see the section "BUSINESS AND ORGANISATION OF VOLKSWAGEN FINCIAL SERVICES (UK) LIMTIED") having its corporate seat at Milton Keynes, United Kingdom and its registered offices at Brunswick Court, Yeomans Drive, Blakelands, Milton Keynes with registered number 02835230.

Dunyard Funding Limited a company incorporated in Jersey with registered number 82627 having its registered office at 22

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Grenville Street, St. Helier, Jersey, JE4 8PX, Channel Islands. Dunyard Financing Limited has been liquidated with effect as of 27 June 2012, as all Receivables and assets originally held by Dunyard had been transferred to the Issuer prior to the liquidation date.

Servicer VWFS. VWFS will act as Servicer for both the Receivables sold to the Issuer by Dunyard and for the Receivables sold by VWFS.

Co-Arrangers Volkswagen Financial Services AG, Gifhorner Straße 57, 38112 Braunschweig, Germany; and The Royal Bank of Scotland plc, 135 Bishopsgate, London EC2M 3UR, United Kingdom.

Managers Royal Bank of Canada, 1 Place Ville Marie, Montreal, Quebec H3C 3A9, Canada

Lloyds TSB Bank PLC, 10 Gresham Street, London EC2V 7AE, United Kingdom

The Bank of Tokyo Mitsubishi UFJ Ltd, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9AJ, United Kingdom

Credit Suisse AG, New York Branch, 11 Madison Avenue, New York, NY 10010-3629, United States of America

Citibank International Plc, Citigroup Centre, Canada Square, London E14 5LB, United Kingdom

and any additional Managers appointed under the Programme. For the avoidance of doubt, each Manager and each Co-Arranger will act on its own behalf, and the Managers and the Co-Arrangers do not form a syndicate.

Swap Counterparties The Swap Counterparty for each Series of Notes is described in detail in this Base Prospectus.

Subordinated Lender Volkswagen International Payment Services N.V. Herengracht 495, 1017 BT Amsterdam, The Netherlands.

Cash Collateral Account Bank BNP Paribas Securities Services, Luxembourg Branch, 33, rue de Gasperich, Howald – Hesperange, L-2085 Luxembourg.

Distribution Account Bank BNP Paribas Securities Services, Luxembourg Branch, 33, rue de Gasperich, Howald – Hesperange, L-2085 Luxembourg.

Accumulation Account Bank BNP Paribas Securities Services, Luxembourg Branch, 33, rue de Gasperich, Howald – Hesperange, L-2085 Luxembourg.

Cash Administrator BNP Paribas Securities Services, Luxembourg Branch, 33, rue de Gasperich, Howald – Hesperange, L-2085 Luxembourg.

Security Trustee Wilmington Trust (London) Limited, Third Floor, 1 King’s Arms Yard, London EC2R 7AF, United Kingdom.

Principal Paying Agent and Interest BNP Paribas Securities Services, Luxembourg Branch, 33, rue

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Determination Agent de Gasperich, Howald – Hesperange, L-2085 Luxembourg.

Listing Agent BNP Paribas Securities Services, Luxembourg Branch, 33, rue de Gasperich, Howald – Hesperange, L-2085 Luxembourg.

Corporate Services Provider Wilmington Trust SP Services (Luxembourg) S.A., 52-54 Avenue du X Septembre, L-2550 Luxembourg.

Rating Agencies DBRS, Fitch and S&P.

Clearing Systems Clearstream Banking société anonyme, 42 Avenue JF Kennedy, L-1885 Luxembourg and Euroclear Bank NV./SA., 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium.

GENERAL DESCRIPTION OF THE PROGRAMME

The Programme is a GBP 2,500,000,000 Programme for the issuance of the Notes under which the Issuer may from time to time issue asset backed floating rate notes denominated in GBP (subject always to compliance with all legal and/or regulatory requirements). The applicable terms to any Notes will be agreed between the Issuer and the relevant purchaser prior to the issue of the Notes and will be set out in the Terms and Conditions of the Notes attached to, or incorporated by reference into, the relevant Permanent Global Note representing such Notes, as modified and supplemented by the applicable Final Terms attached to, or incorporated by reference into, such Permanent Global Note (see "TERMS AND CONDITIONS OF THE NOTES – 1. Form and Nominal Amount of the Notes" below for further detail).

THE NOTES

The subject of this Base Prospectus is the Notes which may be issued under the Programme by the Issuer on any date prior to October 2021 (the "Programme Maturity Date"), all as further described herein.

With respect to payment of interest and principal, each all Series of Notes rank pari passu amongst themselves.

Issue Dates Series of Notes will be issued on 20 November 2012 (the "Issue Date") or on any further Payment Date falling (i) in the case of Further Notes of an existing Series of Notes, prior to the Series Revolving Period Expiration Date applicable to such Series, or (ii) in the case of Further Notes of a different Series, on any Payment Date prior to the Programme Maturity Date (each such further Payment Date a "Further Issue Date").

Issue Price The issue price at which a Series of Notes will be sold is set out in the relevant Final Terms.

Denomination Each of the Notes will be issued in a principal amount of GBP 100,000.

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Interest and Principal Each Note entitles the holder thereof to receive from the Available Distribution Amount on each Payment Date interest at the floating rate specified in the relevant Final Terms on the nominal amount of each such Note outstanding immediately prior to such Payment Date.

With respect to payments of interest and principal, particular attention should be paid to the risk factor descriptions as set forth in "RISK FACTORS" and in particular the risk factor outlined under "RISK FACTORS - Liability and Limited Recourse under the Notes".

Ratings The Notes are expected to be rated AAAsf by Fitch, and AAA (sf) by DBRS and AAA(sf) by S&P. The ratings indicate the ultimate payment of principal and the timely payment of interest. The ratings should not be regarded as a recommendation by the Issuer, the Seller, the Servicer (if different from the Seller), the Managers, the Co-Arrangers, the Security Trustee, the Principal Paying Agent, the Interest Determination Agent, the Calculation Agent, the Swap Counterparties, the Account Bank or the Rating Agencies to buy, sell or hold the Notes; the ratings are subject to revision or withdrawal at any time.

Order of Priority All payments of the Issuer under the Transaction Documents have to be made subject to, and in accordance with, the Order of Priority. See "TRUST AGREEMENT".

Payment Dates Each 20th day of a calendar month or, if such day is not a Business Day, then the next following Business Day, unless that day falls in the next calendar month, in which case the date will be the first preceding day that is a Business Day, (each a "Payment Date").

Business Day Business Day means any day on which TARGET2 is open for business, provided that this day is also a day on which banks are open for business in London, Luxembourg and New York.

Revolving Period The Revolving Period means the period from (and including) the Issue Date and ending on (but excluding) the earlier of (i) the Series Revolving Period Expiration Date of the last outstanding Series of Notes and (ii) the occurrence of an Early Amortisation Event.

Series Revolving Period Expiration Date

The Series Revolving Period Expiration Date means with respect to each Series of Notes the date specified for such Series as "Revolving Period Expiration Date" in the applicable Final Terms, or as may have been subsequently extended in accordance with the Conditions of the Notes.

Available Distribution Amount The "Available Distribution Amount" on each Payment Date shall equal the sum of the following amounts:

(i) amounts received as Collections under the Receivables Purchase Agreements and the

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Servicing Agreement; plus

(ii) investment earnings from deposits in the Accumulation Account and the Distribution Account; plus

(iii) proceeds from the issuance of Notes and proceeds from the Subordinated Loan; plus

(iv) payments from the Cash Collateral Account as provided for in Clause 19.3 of the Trust Agreement; plus

(v) the aggregate Repurchase Amounts paid by VWFS to the Issuer on such Payment Date pursuant to the Warranty Breach Repurchase Deed and any payment received by the Issuer on such Payment Date pursuant to Clause 8 and Clause 10 of the Dunyard Receivables Purchase Agreement; plus

(vi) the aggregate Repurchase Amounts paid by VWFS to the Issuer on such Payment Date pursuant to Clause 9 of the Receivables Purchase Agreement or any payment received by the Issuer on such Payment Date pursuant to Clause 10 and Clause 14 of the Receivables Purchase Agreement; plus

(vii) Net Swap Receipts under the Swap Agreements and any other amounts included in the Available Distribution Amount pursuant to Clause 19 of the Trust Agreement; plus

(viii) in case of the occurrence of an Early Amortisation Event or after the end of the Revolving Period, transfers from the Accumulation Account to the Distribution Account pursuant to the Trust Agreement.

Distribution Account A Distribution Account of the Issuer will be maintained with the Distribution Account Bank into which the Servicer will remit collections from the Receivables on the specified times agreed under the Servicing Agreement.

Applicable Law The Notes are governed by the laws of Germany. The provisions of articles 86 to 94-8 of the Luxembourg Companies Law are excluded.

Tax Status of the Notes See "TAXATION".

Selling Restrictions See "SUBSCRIPTION AND SALE - Selling Restrictions".

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Clearing Codes for the Notes The Clearing Codes for the Notes will be set out in the relevant Final Terms.

Listing and Admission to Trading Application will be made for the Notes to be issued under the Programme to be listed on the official list of the Luxembourg Stock Exchange and to be admitted to trading at the regulated market of the Luxembourg Stock Exchange.

THE RECEIVABLES

Purchase of Initial Receivables Under the Receivables Purchase Agreement and under the Dunyard Receivables Purchase Agreement, the Issuer purchased and accepted on the Original Closing Date the assignment of the Initial Receivables as of the initial Cut-off Date, which Receivables have the characteristics described in "DESCRIPTION OF THE PORTFOLIO".

Cut-Off Date 31 October 2012.

Purchase of Additional Receivables The Receivables Purchase Agreement provides that the Issuer will, during the Revolving Period, on any Payment Date (each an "Additional Purchase Date") apply the amount standing to the credit of the Accumulation Account, any proceeds obtained by the Issuer from the issue of Further Notes and any Subordinated Loan Required Advances to purchase from VWFS any Additional Receivables if and to the extent offered by VWFS subject to the fulfilment of certain conditions. Such conditions include, inter alia, the requirement that (a) the Additional Receivables meet the Eligibility Criteria set forth in the Receivables Purchase Agreement and (b) the Additional Purchase Conditions Precedent are met, as set out in the Receivables Purchase Agreement (as further described under "DESCRIPTION OF THE PORTFOLIO – RECEIVABLES PURCHASE AGREEMENT") and (c) that the Additional Receivables are subject to the first floating charge pursuant to Clause 4 of the Deed of Charge and Assignment. Where the Additional Receivables include Scottish Receivables, pending perfection under Scots law of such sale by duly intimated assignation, VWFS will hold the benefit of the Scottish Receivables and the other Scottish Trust Property in trust for the benefit of the Issuer on the terms of the Scottish Trust. In addition, at the same time as completion of such sale of Receivables originated by VWFS; (a) the Issuer and VWFS will execute a Scottish Declaration of Trust in respect of those of the relevant Receivables which are Scottish Receivables and VWFS will deliver such Scottish Declaration of Trust to the Issuer; and (b) the Issuer will assign the benefit of the Scottish Trust so created to the Security Trustee substantially in the form as set out in the Deed of Charge and Assignment and the Issuer will procure that that assignation is intimated to VWFS. VWFS will further make certain the representations and warranties on each such Additional Purchase Date (as further described under "DESCRIPTION OF THE PORTFOLIO – Representations and Warranties of the Seller"). After the Revolving Period, the Issuer will no longer purchase and accept assignment of

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Additional Receivables.

Repurchase of Receivables Under the Receivables Purchase Agreement, in the event of a breach of a warranty given by VWFS in relation to a VWFS Receivable on the Original Closing Date or any Additional Purchase Date which materially and adversely affects the interests of the Purchaser or the Noteholders, VWFS shall have until the end of the Monthly Period, which for the avoidance of doubt shall include the 60th day (or, if VWFS elects an earlier date) after the day on which VWFS became aware or was notified of such breach, to cure or correct such breach. If VWFS does not cure or correct such breach prior to such time, then VWFS shall, on the Monthly Investor Report Performance Date following such Monthly Period, deliver a notice (a "Repurchase Notice") notifying the Issuer that VWFS will repurchase:

(a) the benefit of the Financing Contract related to the Non-Conforming Receivable, including all Purchased Receivables under such Financing Contract and all Collections received in respect of such Non-Confirming Receivable after the last day of the Monthly Period immediately preceding such Monthly Investor Report Performance Date; and

(b) (to the extent capable of assignment) all related Ancillary Rights related to such Non-Conforming Receivable.

The Issuer shall sell to VWFS the VWFS Receivables, Financing Contracts and all related Ancillary Rights related to such Financing Contract as may be identified in the relevant Repurchase Notice.

Under the Warranty Breach Repurchase Deed, as amended and novated on 14 November 2011, if in respect of any Dunyard Purchased Receivable during any Monthly Period, the Servicer discovers, or the Purchaser or the Agent notifies VWFS, that such Purchased Receivable was an Ineligible Receivable as of the relevant Cut-Off Date related to such Dunyard Purchased Receivable in any respect which has a Material Adverse Effect on the interest of the Purchaser or the Noteholders (subject to VWFS’ right to cure), then VWFS shall, on the Monthly Investor Report Performance Date following such Monthly Period, deliver a notice (a “Repurchase Offer”) offering to purchase from the Purchaser: (a) the benefit of the Assigned Agreement related to such Purchased Receivable, including all Purchased Receivables under such Assigned Agreement and all Collections received in respect of such Purchased Receivables after the last day of the relevant Monthly Period immediately preceding such Monthly Investor Report Performance Date; and (b) (to the extent capable of assignment) all related security related to such Purchased Receivable.

Purchased Receivables The Initial Receivables were sold by the Sellers pursuant to the Receivables Purchase Agreement, as amended from time to

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time, and the Dunyard Receivables Purchase Agreement and arise from loans granted to Obligors for the financing of the vehicles under the Financing Contracts. See further "DESCRIPTION OF PORTFOLIO". Additional Receivables will be sold by VWFS to the Issuer pursuant to the Receivables Purchase Agreement, and arise from loans granted to Obligors for the financing of vehicles under the Financing Contracts.

All Financing Contracts and Receivables at Original Closing met or, in case of Additional Receivables and the Financing Contracts relating thereto, will meet at the relevant Additional Purchase Date the Eligibility Criteria set forth in the Receivables Purchase Agreement and were selected prior to or on the original Closing Date or, in case of Additional Receivables, prior to the relevant Additional Purchase Date (see "DESCRIPTION OF THE PORTFOLIO – Eligibility Criteria").

THE SECURITY

Security for the obligations of the Issuer

The Issuer, acting with respect to its Compartment 1 has entered into a Trust Agreement, a Deed of Charge and Assignment and an assignation in security, governed by the laws of Germany, England and Scotland, as applicable.

Under the Trust Agreement, the Issuer has instructed and authorised the Security Trustee to act as trustee (Treuhänder) for the benefit of the Transaction Creditors pursuant to the terms of the Trust Agreement and the Deed of Charge and Assignment

In the Trust Agreement, the Issuer undertakes to pay the Security Trustee, under the same terms and conditions, an amount equal to the aggregate of all its undertakings, liabilities and obligations to all the Transaction Creditors (including the holders of the Notes) pursuant to the Transaction Documents (the "Trustee Claim").

To provide collateral for the respective Trustee Claim, the Issuer assigns to the Security Trustee all his claims and other rights arising from the German Transaction Documents (with the exception of claims and other rights arising from the Trust Agreement) for the avoidance of doubt (including the rights to unilaterally alter a legal relationship (unselbständige Gestaltungsrechte)) and from all present and future German law contracts the Issuer has entered or may enter into in connection with the Transaction Documents.

In addition, the Issuer pledges to the Security Trustee all its present and future claims against the Security Trustee arising under the Trust Agreement and in the Accounts.

In addition, the Notes are secured and share the same Security with the other Secured Obligations of the Issuer as set out in the Deed of Charge and the assignation in security.

The Security granted by the Issuer pursuant to the Deed of

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Charge and a supplement thereto includes:

(a) an assignment by way of first fixed security of the Benefit of all of its present and future right, title and interest to, in and under the English Purchased Receivables;

(b) an assignment by way of first fixed security of the Benefit of all of its present and future right, title and interest to, in and under:

● the Charged Transaction Documents;

● each other contract, agreement, deed and document, present and future, to which the Issuer is or becomes a party, including, without limitation, all rights to receive payment of any amounts which may become payable to the Issuer thereunder and all payments received by the Issuer thereunder from time to time, all rights to serve notices and/or make demands thereunder and/or to take such steps as are required to cause payments to become due and payable thereunder and all rights of action in respect of any breach thereof and all rights to receive damages or obtain other relief in respect thereof;

(c) first fixed security over the Benefit of all of its present and future right, title and interest to, in and under any Permitted Investment;

(d) a first fixed charge over the Benefit of each account of the Issuer, other than any such accounts situated outside England and Wales (and any replacement therefor), and all of its other book debts, present and future, the proceeds of the same and all other moneys due and payable to it and the benefit of all rights, securities and guarantees of any nature enjoyed or held by it in relation to any of the foregoing; and

(e) a first floating charge over the whole of the Issuer's undertaking and all the Issuer's property, assets and rights whatsoever and wheresoever present and future including the Issuer's uncalled capital (excluding any property or assets from time to time or for the time being effectively charged by way of fixed charge or assigned by way of security, but excepting from the foregoing exclusion the whole of the Issuer's undertaking, property assets and rights situated in Scotland or otherwise governed by Scottish law all of which are charged by the floating charge).

In addition, as continuing security for the payment or discharge of the Secured Obligations, the Issuer granted the Assignation in Security in favour of the Trustee, for itself and on trust for

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the Transaction Creditors.

Furthermore, to secure the Secured Obligations, the Issuer will enter into a Luxembourg law pledge agreement over the bank accounts it owns in Luxembourg with the Account Bank to the benefit of the Security Trustee.

Cash Collateral Account On the Issue Date, the Issuer will deposit GBP 19,800,000 (representing 1.2% per cent. of the Nominal Amount of the Notes to be issued on such Issue Date) in the Cash Collateral Account and upon the issuance of Further Notes the Issuer will make sure that there is always a deposit of 1.2% per cent. of the Nominal Amount of the then outstanding Notes in the Cash Collateral Account subject to a floor or 10,000,000% of the Nominal Amount. Drawings from the Cash Collateral Accounts will be made in accordance with the Order of Priority.

Subordinated Loan The Subordinated Lender granted the Subordinated Loan in a total initial nominal amount of GBP 696,764,303.87 to the Issuer on the Closing Date. Subject to the terms of the Subordinated Loan Agreement, the Subordinated Lender may agree from time to time to grant additional advances up to an total amount of the Subordinated Loan of GBP 1,026,000,000, provided that the Subordinated Lender shall be required to grant additional advances to the extent required to increase the loan amount to the Subordinated Loan Required Advance. The Subordinated Loan serves as credit enhancement and ranks below the Notes with respect to payment of interest and principal.

In addition, a portion of the Subordinated Loan will serve to provide the amounts to be deposited in the Cash Collateral Account from time to time in accordance with Clause 19 of the Trust Agreement.

IMPORTANT TRANSACTION DOCUMENTS AND TRANSACTION FEATURES

Servicing Agreement Under the Servicing Agreement between the Issuer, the Security Trustee and VWFS, VWFS, inter alia, agrees to:

– service and collect the Receivables in accordance with the Servicing Agreement;

– transfer to the Distribution Account of the Issuer on each Payment Date the Collections for the Monthly Period ending on the month end prior to such Payment Date; and

– perform other tasks incidental to the above.

Account Agreement Under the terms of the Account Agreement, the Issuer is holding the Distribution Account with the Distribution Account Bank and will hold the Cash Collateral Account with the Cash Collateral Account Bank, the Counterparty Downgrade

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Collateral Account with the Account Bank and maintain the Accumulation Account with the Accumulation Account Bank. Should the Distribution Account Bank, the Cash Collateral Account Bank or the Accumulation Account Bank (together the "Account Bank") cease to have the Account Bank Required Rating, the Account Bank shall within thirty (30) days procure transfer of the accounts held with it to an Eligible Collateral Bank, notified to it by the Issuer.

Swap Agreements The Issuer will enter into each Swap Agreements with the relevant Swap Counterparty. Each Swap Agreement will hedge in respect of a particular Series of Notes the interest rate risk deriving from fixed rate interest payments owed by the Obligors to the Issuer under the Receivables and floating rate interest payments owed by the Issuer under the relevant Series of Notes.

Corporate Services Agreement The Issuer entered into the Corporate Services Agreement with Wilmington Trust SP Services (Luxembourg) S.A. as Corporate Services Provider and the Security Trustee, pursuant to which the Corporate Services Provider shall perform certain services for the Issuer, particularly taking over the accounting for the Issuer and providing the directors of the Issuer in any company law matters and providing the registered office of the Issuer.

Risk Factors Prospective investors in the Notes should consider, among other things, certain risk factors in connection with the purchase of the Notes. Such risk factors as described below may influence the ability of the Issuer to pay interest, principal or other amounts on or in connection with any Notes. The risks in connection with the investment in the Notes include, inter alia, risks relating to the assets and the Transaction Documents, risks relating to the Notes and risks relating to the Issuer. These risk factors represent the principal risks inherent in investing in the Notes only and shall not be deemed as exhaustive.

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USE OF PROCEEDS

The aggregate gross proceeds from the issuance of the Notes and the borrowings under the Subordinated Loan will be used to (i) refinance the purchase of the initial Receivables from VWFS and Dunyard and to purchase Additional Receivables from VWFS, (ii) to pay costs related to the issue of the Notes and refinance the costs related to the receipt of the Subordinated Loan and (iii) to endow the Cash Collateral Account, all as further described for the relevant Series of Notes in the relevant Final Terms.

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OVERVIEW OF THE TERMS AND CONDITIONS OF THE NOTES

General Conditions of the Notes

The Notes do not represent obligations of Volkswagen Financial Services (UK) Limited or any other party other than the Issuer acting with respect to its Compartment 1.

Denomination

The issue in the aggregate Nominal Amount of up to GBP 2,500,000,000 consists of transferable Notes with a Nominal Amount of GBP 100,000 each, ranking equally among themselves. The Notes rank senior to the Subordinated Loan.

Global Notes

Each Series of Notes will be represented by a permanent global bearer note signed by two duly authorised directors of the Issuer (each a "Permanent Global Note") without coupons as described in further detail in Condition 1(b) of the terms and conditions applicable to such Series.

Each Permanent Global Note shall be deposited with a Common Safekeeper for Clearstream, Luxembourg and Euroclear and be held in book-entry form only. The interests in the Notes are transferable according to applicable rules and regulations of Clearstream, Luxembourg and Euroclear. None of the Permanent Global Notes will be exchangeable for definitive Notes.

The aggregate principal amount of Notes of a Series represented by the relevant Permanent Global Note issued with respect to such Series shall be the aggregate amount from time to time entered in the records of both ICSDs. The records of the ICSDs (which expression means the records that each ICSD holds for its customers which reflect the amount of such customer’s interest in the Notes) shall be conclusive evidence of the aggregate principal amount of Notes represented by the Permanent Global Notes and, for these purposes, a statement issued by an ICSD stating the aggregate principal amount of the Notes so represented at any time shall be conclusive evidence of the records of the relevant ICSD at that time. On any redemption or payment of an instalment or interest being made in respect of, or purchase and cancellation of, any of the Notes represented by the Permanent Global Notes the Issuer shall procure that details of any redemption, payment or purchase and cancellation (as the case may be) in respect of the Permanent Global Notes shall be entered accordingly in the records of the ICSDs and, upon any such entry being made, the aggregate principal amount of the Notes recorded in the records of the ICSDs and represented by the Permanent Global Notes shall be reduced by the aggregate principal amount of the Notes so redeemed or purchased and cancelled or by the aggregate amount of such instalment so paid.

Notices to Noteholders may be given by delivery of the relevant notice through Clearstream, Luxembourg and Euroclear and, in any case, such notices shall be deemed to have been given to the Noteholders in accordance with Condition 13 (Notices) on the seventh day after the date of delivery to Clearstream, Luxembourg and Euroclear; provided, however, that, so long as the Notes are listed on the official list of the Luxembourg Stock Exchange and are admitted to trading on the regulated market of the Luxembourg Stock Exchange and its rules so require, all notices concerning the Notes shall be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).

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Payments of Principal and Interest

Payments of principal and interest, if any, on the Notes shall be made by the Principal Paying Agent on behalf of the Issuer for further payment to Clearstream, Luxembourg and Euroclear or to its order for credit to the relevant account holders of Euroclear and Clearstream, Luxembourg. All payments in respect of any Note made by, or on behalf of, the Issuer to, or to the order of Euroclear or Clearstream, Luxembourg shall discharge the liability of the Issuer under such Note to the extent of sums so paid.

The Issuer shall have the right to request, by notice to the holders of any Series of the Notes to be delivered in accordance with Condition 13 not later than one month prior to the then current revolving period expiration date applicable to such Series of Notes (each a "Series Revolving Period Expiration Date", where the first such date for each Series will be set out in the relevant Final Terms), the extension of such current Series Revolving Period Expiration Date together with an amendment to the Margin with respect to such extension period (if relevant) and the extension of the relevant Series Legal Final Maturity Date for a period specified in the notice which shall equal to the period specified in such notice for the extension of the current Series Revolving Period Expiration Date. The extended relevant Series Revolving Period Expiration Date and the new Margin, if any, for the period for which such Series Revolving Period Expiration Date has been extended shall become effective only if (A) the Issuer received confirmation from the Rating Agencies that the rating of the relevant Series of Notes will not be affected by such amendments, or the Rating Agencies have confirmed that the assignment of new ratings are not lower than for the then outstanding Notes before the Series Revolving Period Expiration Date was extended, or, as applicable, the Issuer has received a new rating confirmation stating the same rating for the relevant Series of Notes as applicable prior to the amendments and (B) by no later than the third Business Day prior to the then current Series Revolving Period Expiration Date, the Issuer acting with respect to its Compartment 1 has confirmed by notice to the holders in the form prescribed in Condition 13 that it has received such reaffirmation and that it agrees to the requested amendments and (C) that the Issuer has arranged sufficient interest hedging for the amended Series Revolving Period Expiration Date.

The Notes of each Series are scheduled to be redeemed in full on the Payment Date specified to be the scheduled repayment date for such Series in the relevant Final Terms (each a "Scheduled Repayment Date"), provided that whenever with respect to a Series of Notes the relevant Series Revolving Period Expiration Date is extended, the relevant Scheduled Repayment Date shall be extended automatically for the same period as the relevant Series Revolving Period Expiration Date applicable to such Series.

Notwithstanding Condition 8 (d) of the Terms and Conditions applicable to the relevant Series of Notes, all payments of interest on and principal of each Series of Notes will be due and payable at the latest in full on the respective legal final maturity date of such Series of Notes as set out in the relevant Final Terms (each a "Legal Maturity Date") provided that whenever the Series Revolving Period Expiration Date is extended in accordance with the Conditions, the relevant Legal Maturity Date shall be extended automatically for the same period as the Series Revolving Period Expiration Date applicable to such Series.

On 20 November 2012 and thereafter until the final payment date, on the 20th day of each calendar month or, in the event such day is not a Business Day, on the next following Business Day, unless such day falls in the next calendar month, in which case the date will be the first preceding day that is a Business Day (the "Payment Date") the Issuer shall, subject to Condition 5(c), pay to each Noteholder interest on the nominal amount of Notes outstanding immediately prior to the respective Payment Date at the interest rate applicable to such Series of Notes (as specified in the relevant Final Terms), and shall make repayments of the principal amount of the relevant Notes by paying to the Noteholders of any Amortising Series of Notes the relevant Amortising Amount.

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The Available Distribution Amount on each Payment Date shall equal the sum of the following amounts: (i) amounts received as Collections under the Receivables Purchase Agreement and the Servicing Agreement; plus (ii) investment earnings from deposits in the Accumulation Account and the Distribution Account; plus (iii) proceeds from the issuance of Notes and proceeds from the Subordinated Loans; plus (iv) payments from the Cash Collateral Account, as provided for in Clause 19.3 of the Trust Agreement, plus (v) the aggregate Repurchase Amounts paid by VWFS to the Issuer on such Payment Date pursuant to the Warranty Breach Repurchase Deed and any payment received by the Issuer on such Payment Date pursuant to Clause 8 and Clause 10 of the Dunyard Receivables Purchase Agreement; plus (vi) the aggregate Repurchase Amounts paid by VWFS to the Issuer on such Payment Date pursuant to Clause 9 of the Receivables Purchase Agreement or any payment received by the Issuer on such Payment Date pursuant to Clause 10 and Clause 14 of the Receivables Purchase Agreement; plus (vii) Net Swap Receipts under the Swap Agreements and any other amounts included in the Available Distribution Amount pursuant to Clause 19 of the Trust Agreement; plus (viii) in case of the occurrence of an Early Amortisation Event or after the end of the Revolving Period, transfers from the Accumulation Account to the Distribution Account pursuant to the Trust Agreement.

The Issuer is only obligated to make any payments to the Noteholders if it has first received such amounts to freely dispose of them. It is understood that interest and principal on the Notes will not be due on any Payment Date except to the extent there are sufficient funds in the respective Available Distribution Amount to pay such amounts in accordance with the Order of Priority. All payment obligations of the Issuer are limited recourse and constitute solely obligations of the Issuer to distribute amounts out of the respective Available Distribution Amount according to the Order of Priority.

Amortising Amounts

On each Payment Date, to the extent of the respective Available Distribution Amount in accordance with the Order of Priority of distributions set forth below, the Issuer will pay to the holders of any Amortising Series of Notes an aggregate amount in respect of principal equal to the Amortising Amount of the respective Notes. The Amortising Amount for any Amortising Series of Notes is the amount necessary to reduce the outstanding principal amount of the respective Series of Notes to zero.

Order of Priority of Distributions

In respect of the Notes, distributions will be made on each Payment Date from the Available Distribution Amount according to the following Order of Priority, provided that any distributions arising from a disposal of assets by the Issuer to a separate securitisation vehicle in connection with term issuances of such separate securitisation vehicle in accordance with Clause 2 of the Receivables Purchase Agreement shall not be distributed according to the following Order of Priority but shall be distributed in the following order: first to the then outstanding Notes, until the Redeemable Amount of all then outstanding Notes and has been paid in full, and second to the then outstanding Subordinated Loan:

on each Payment Date prior to the occurrence of an Enforcement Event:

first, amounts due and payable in respect of taxes (if any) by the Issuer and allocated to the Compartment 1 of the Issuer;

second, amounts (excluding any payments under the Trustee Claim) due and payable and allocated to Compartment 1 of the Issuer (i) to the Security Trustee under the Trust Agreement, the Account Pledge Agreements and the Deed of Charge and Assignment and (ii) pari passu to any successor of the Security Trustee (if applicable) appointed pursuant to the Trust Agreement or under any agreement replacing the Trust Agreement;

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third, of equal rank amounts due and payable and allocated to Compartment 1 of the Issuer (i) to the Corporate Services Provider under the Corporate Services Agreement, (ii) to the Servicer, the Servicer Fee, (iv) to the Rating Agencies the fees for the monitoring, and (v) to the Process Agent and the English Process Agent under the process agency agreements;

fourth, of equal rank amounts due and payable and allocated to Compartment 1 of the Issuer (i) to the directors of Driver UK Master S.A. and (ii) in respect of other administration costs and expenses of the Issuer including, without limitation, any costs relating to the listing of the Notes on the official list of the Luxembourg Stock Exchange and the admission to trading of the Notes on the regulated market of the Luxembourg Stock Exchange, each Agent's fees and expenses, without limitation, the Administrator Recovery Incentive, any auditors' fees, any tax and any annual return filing fees which are to be allocated to Compartment 1;

fifth, amounts due and payable to the Account Bank and to the Cash Administrator maintaining the Accounts for account management fees due under the Account Agreement;

sixth, pari passu and rateably as to each other amounts due and payable by the Issuer to the Swap Counterparties in respect of any Net Swap Payments or any Swap Termination Payments under a Swap Agreement (if any and provided that a Swap Counterparty under the respective Swap Agreement is not a defaulting party (as defined in the respective Swap Agreement));

seventh, pari passu and rateably to each other, amounts due and payable in respect of (a) interest accrued during the immediately preceding Interest Period plus (b) Interest Shortfalls (if any) pari passu and rateably as to each other on all Notes;

eighth, to the Cash Collateral Account, until the Cash Collateral Amount is equal to the Specified Cash Collateral Account Balance;

ninth, pari passu and on a pro rata basis, the Amortising Amount to the holders of each Amortising Series of Notes;

tenth, during the Revolving Period, the Accumulation Amount plus the Further Funding Amount to the Accumulation Account maintained for the non-Amortising Series of Notes;

eleventh, pari passu and rateably as to each other by the Issuer to the Swap Counterparties, any payments under the respective Swap Agreements other than those made under item sixth above;

twelfth, amounts due and payable in respect of (a) interest accrued during the immediately preceding Interest Period plus (b) Interest Shortfalls (if any) on the Subordinated Loan;

thirteenth, to the Subordinated Lender the Subordinated Loan Principal Payment for such Payment Date plus any Replenishment Adjustment Payment; and

fourteenth, any surplus in or towards satisfaction of payment of the Deferred Purchase Price and the Additional Deferred Purchase Price Amount to VWFS.

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Distribution will be made from the Cash Collateral Account on any Payment Date prior to the occurrence of a Foreclosure Event on which the Cash Collateral Amount exceeds the Specified Cash Collateral Account Balance provided that no Credit Enhancement Increase Condition is in effect and any amounts as set out below will only be distributed from any amounts remaining after the distribution in accordance with Clause 20.3 (a) above:

first, to the Subordinated Lender, amounts payable in respect of accrued and unpaid interest on the Subordinated Loan (including, without limitation, overdue interest);

second, to the Subordinated Lender the amount necessary to reduce the Cash Collateral Amount to the Specified Cash Collateral Account Balance; and

third, any surplus in or towards satisfaction of payment of the Deferred Purchase Price and the Additional Deferred Purchase Price Amount to VWFS.

Following the occurrence of an Enforcement Event, distributions will be made by the Security Trustee from the Available Distribution Amount, and according to the following Order of Priority:

first, amounts due and payable in respect of taxes (if any) by the Issuer and allocated to Compartment 1 of the Issuer;

second, amounts (excluding any payments under the Trustee Claim) due and payable and allocated to Compartment 1 of the Issuer (i) to the Security Trustee under the Trust Agreement, the Account Pledge Agreements and the Deed of Charge and Assignment and (ii) pari passu to any successor of the Security Trustee (if applicable) appointed pursuant to the Trust Agreement or under any agreement replacing the Trust Agreement;

third, of equal rank amounts due and payable and allocated to Compartment 1 of the Issuer (i) to the Corporate Services Provider under the Corporate Services Agreement, (ii) to the Servicer, the Servicer Fee, (iv) to the Rating Agencies the fees for the monitoring, and (v) to the Process Agent and the English Process Agent under the process agency agreements;

fourth, of equal rank amounts due and payable and allocated to Compartment 1 of the Issuer (i) to the directors of the Issuer and (ii) in respect of other administration costs and expenses of the Issuer including without limitation, without limitation, any costs relating to the listing of the Notes on the official list of the Luxembourg Stock Exchange and the admission to trading of the Notes on the regulated market of the Luxembourg Stock Exchange, each Agent's fee and expenses, the Administrator Recovery Incentive, any auditors' fees, any tax filing fees and any annual return which are to be allocated to Compartment 1;

fifth, amounts due and payable to the Account Bank maintaining the Accounts for account management fees due under the Account Agreement;

sixth, pari passu and rateably as to each other amounts due and payable by the Issuer to the Swap Counterparties in respect of any Net Swap Payments or any Swap Termination Payments under a Swap Agreement (if any and provided that a Swap Counterparty under the respective Swap Agreement is not a defaulting party (as defined in the respective Swap Agreement));

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seventh, pari passu and rateably to each other amounts due and payable in respect of (a) interest accrued during the immediately preceding Interest Period plus (b) Interest Shortfalls (if any) pari passu and rateably as to each other on all Notes;

eighth, pari passu and on a pro-rata basis, to each Series of Notes the amount of principal due on such Series of Notes until the Notes have been redeemed in full;

ninth, pari passu and rateably as to each other by the Issuer to the Swap Counterparties, any payments under the respective Swap Agreements other than those made under item sixth above;

tenth, amounts due and payable in respect of (a) interest accrued during the immediately preceding Interest Period plus (b) Interest Shortfalls (if any) on the Subordinated Loan;

eleventh, to the Subordinated Lender the Subordinated Loan Principal Payment for such Payment Date; and

twelfth, any surplus in or towards satisfaction of payment of the Deferred Purchase Price and the Additional Deferred Purchase Price Amount to VWFS.

Cash Collateral Account

On the Issue Date, the Issuer will deposit GBP 19,800,000 in the Cash Collateral Account and has agreed to keep the Cash Collateral Account at all times with a bank that has Account Bank Required Ratings. If the Cash Collateral Account Bank ceases to have the Account Bank Required Ratings, the Issuer shall within 30 days of the Cash Collateral Account Bank ceasing to have the Account Bank Required Ratings procure transfer of the accounts held with it to an Eligible Collateral Bank notified to it by the Issuer.

An amount of GBP 19,800,000 (1.20 per cent. of the Nominal Amount of Notes to be issued as of the Closing Date) serves as the initial Cash Collateral Amount. On each Further Issue Date, such amount will be increased by an amount to increase it to 1.20 per cent. of the Series Nominal Amount of the all Series of Notes outstanding as of such Further Issue Date. The funds in the Cash Collateral Accounts may be invested by or on behalf of the Issuer in Permitted Investments.

Prior to the occurrence of an Enforcement Event, on each Payment Date, after the payment of interest on the Notes and certain other amounts payable by the Issuer, any remaining portion of the Available Distribution Amount will be deposited in the Cash Collateral Account until the Cash Collateral Amount on deposit in the Cash Collateral Account equals the Specified Cash Collateral Account Balance.

On each Payment Date amounts payable under item eighth of the Order of Priority above will be paid until the amount of funds in the Cash Collateral Account is equal to the Specified Cash Collateral Account Balance. Amounts on deposit in the Cash Collateral Account at any time shall be invested in Permitted Investments in accordance with the instructions of the Issuer acting with respect to its Compartment 1 and on each Payment Date the Cash Collateral Amount shall be used with respect to (a) to cover any shortfalls in the amounts payable under items first through seventh of to the Order of Priority, (b) the amounts payable under Clause 20.3(b) of the Trust Agreement and (c) the Cash Collateral Amount on the latest occurring Legal Maturity Date of any Series of Notes also for amounts payable pursuant to Clause 20.3(a) of the Trust Agreement under item tenth, and Clause 20(a) of the Trust Agreement under items twelfth, thirteenth and fourteenth of the Order of Priority.

On each Payment Date, any amount of the Cash Collateral Amount in excess of the Specified Cash Collateral Account Balance for that Payment Date provided that no Credit Enhancement Increase

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Condition is in effect will be released for payment to the Subordinated Lender of the Subordinated Loan Amortising Amount and thereafter to VWFS as the Additional Deferred Purchase Price Amount.

Sale of Receivables to other Secured Vehicles

The Issuer may at its option, provided the Issuer has obtained (i) the prior consent of the Noteholders holding not less than 100 per cent. of the aggregate outstanding principal amount of all outstanding Notes (whereby the votes of VW Bank GmbH and its affiliates as a Noteholder will not be taken into account), and (ii) the prior written consent of VWFS and the Security Trustee, choose to dispose of its assets, in particular to dispose of its assets in accordance with the relevant agreements to be concluded for this purpose for selling Purchased Receivables and in connection with term issuances of a separate securitisation vehicle, if the purchase price for the sale of Purchased Receivables is at least equal to the Aggregate Redeemable Amount and the Issuer obtained confirmation from the Rating Agencies that the sale of the Receivables will not result in a downgrade of the outstanding Notes below their rating on the Issue Date. In accordance with Clause 20.3 of the Trust Agreement, any distributions arising from such a disposal of assets by the Issuer to a separate securitisation vehicle in connection with term issuances of such separate securitisation vehicle shall not be distributed according to the Order of Priority set out in Clause 20.3 of the Trust Agreement but shall be distributed in the following order: first to the then outstanding Notes, until the Redeemable Amount of all then outstanding Notes has been paid in full, and second to the then outstanding Subordinated Loan. Any proceeds arising from such disposal of assets shall be paid to the Distribution Account.

Principal Paying Agent

The Issuer will make payments to the Noteholders through the Principal Paying Agent. Payments shall be made from the accounts of the Issuer with BNP Paribas Securities Services, Luxembourg Branch as Account Bank without having to execute an affidavit or fulfil any formalities other than the compliance with tax, currency exchange or other regulations of the country where the distribution takes place. BNP Paribas Securities Services, Luxembourg Branch is an independent credit institution and is not affiliate to VWFS or the Issuer and may be substituted as provided for in Condition 9(e) of the Conditions of the Notes.

Security, Security Trustee and Enforcement

For the benefit of the Transaction Creditors, the Issuer has appointed the Security Trustee pursuant to the Trust Agreement.

Trust Agreement

Pursuant to the Trust Agreement, the Issuer has assigned or transfered (as applicable) the following rights and claims to the Security Trustee for security purposes:

(a) all its claims and other rights arising from the German Transaction Documents (including the rights to unilaterally alter a legal relationship (unselbständige Gestaltungsrechte)) and from all present and future German law contracts the Issuer has entered or may enter into in connection with the Notes, the Subordinated Loan, the Swap Agreements, or the Receivables; and

(b) all transferable claims (i) in respect of the Accounts of the Issuer opened pursuant to the Account Agreement and (ii) in respect of all bank accounts which will be opened under this Agreement in the name of the Issuer in the future.

After the occurrence of a Foreclosure Event, the Security Trustee will at its reasonable discretion foreclose or enforce or cause the foreclosure or the enforcement of the Security.

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Deed of Charge and Assignment and Scottish Declaration of Trust

The Issuer, acting with respect to its Compartment 1 has entered into a Trust Agreement, a Deed of Charge and Assignment and an Assignation in Security.

Under the Trust Agreement, the Issuer has instructed and authorised the Security Trustee to act as trustee (Treuhänder) for the benefit of the Transaction Creditors pursuant to the terms of the Trust Agreement and the Deed of Charge and Assignment

In the Trust Agreement, the Issuer has undertaken to pay the Security Trustee, under the same terms and conditions, an amount equal to the aggregate of all its undertakings, liabilities and obligations to all the Transaction Creditors (including the holders of the Notes) pursuant to the Transaction Documents (the "Trustee Claim").

To provide collateral for the Trustee Claim, the Issuer assigns to the Security Trustee all its claims and other rights arising from the German Transaction Documents (with the exception of claims and other rights arising from the Trust Agreement) for the avoidance of doubt (including the rights to unilaterally alter a legal relationship (unselbständige Gestaltungsrechte)) and from all present and future German law contracts the Issuer has entered or may enter into from time to time in connection with the Transaction Documents.

In addition, the Issuer pledged to the Security Trustee all its present and future claims against the Security Trustee arising under the Trust Agreement and in the Accounts.

In addition, the Notes are secured and share the same Security with the other Secured Obligations of the Issuer as set out in the Deed of Charge (and a supplement thereto) and the Assignation in Security.

The Security granted by the Issuer pursuant to the Deed of Charge and a supplement thereto, includes:

(a) an assignment by way of first fixed security of the Benefit of all of its present and future right, title and interest to, in and under the English Purchased Receivables;

(b) an assignment by way of first fixed security of the Benefit of all of its present and future right, title and interest to, in and under:

● the Charged Transaction Documents;

● each other contract, agreement, deed and document, present and future, to which the Issuer is or becomes a party, including, without limitation, all rights to receive payment of any amounts which may become payable to the Issuer thereunder and all payments received by the Issuer thereunder from time to time, all rights to serve notices and/or make demands thereunder and/or to take such steps as are required to cause payments to become due and payable thereunder and all rights of action in respect of any breach thereof and all rights to receive damages or obtain other relief in respect thereof;

(c) first fixed security over the Benefit of all of its present and future right, title and interest to, in and under any Permitted Investment;

(d) a first fixed charge over the Benefit of each account of the Issuer, other than any such accounts situated outside England and Wales (and any replacement therefor), and all of its other book debts, present and future, the proceeds of the same and all other moneys due and payable to it and the benefit of all rights, securities and guarantees of any nature enjoyed or held by it in relation to any of the foregoing; and

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(e) a first floating charge over the whole of the Issuer's undertaking and all the Issuer's property, assets and rights whatsoever and wheresoever present and future including the Issuer's uncalled capital (excluding any property or assets from time to time or for the time being effectively charged by way of fixed charge or assigned by way of security, but excepting from the foregoing exclusion the whole of the Issuer's undertaking, property assets and rights situated in Scotland or otherwise governed by Scottish law all of which are charged by the floating charge).

In addition, as continuing security for the payment or discharge of the Secured Obligations, the Issuer granted the Assignation in Security in favour of the Trustee, for itself and on trust for the Transaction Creditors. Pursuant to a Scottish Declaration of Trust, the Issuer has assigned all his present and future rights, title and interest in, to and under the Scottish Receivables.

Bank Accounts Pledge Agreement

Furthermore, to secure the Secured Obligations, the Issuer will enter into a Luxembourg law pledge agreement over the bank accounts it owns in Luxembourg with the Account Bank to the benefit of the Security Trustee.

Servicer

Subject to revocation by the Issuer after a Servicer Replacement Event, the Issuer has appointed VWFS as the Servicer to provide the Services to the Issuer in relation to the Financing Contracts and the Receivables, and also to exercise certain of the Issuer's rights in respect of the Financing Contracts and the Receivables, all as further described below under "ADMINISTRATION OF THE RECEIVABLES".

Dismissal and Replacement of the Servicer

After a Servicer Replacement Event, the Issuer is entitled to dismiss the Servicer as outlined herein.

Replacement of Issuer

Subject to certain preconditions the Issuer acting with respect to its Compartment 1 is entitled to appoint another company (the "New Issuer") in place of itself as debtor for all obligations arising from and in connection with the Notes.

Notices

All notices to the Noteholders shall be published on the website of the Luxembourg Stock Exchange (www.bourse.lu) as long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require and (ii) delivered to the applicable clearing systems for communication by them to the Noteholders. Any notice referred to under (ii) above shall be deemed to have been given to all Noteholders on the seventh day after the day on which the said notice was delivered to the Relevant Clearing System. Any notice referred to under (i) above shall be deemed to have been given to all Noteholders on the seventh day after the day on which the said notice was published on the website of the Luxembourg Stock Exchange (www.bourse.lu).

Applicable Law, Place of Performance and Place of Jurisdiction

The form and content of the Notes and all of the rights and obligations of the Noteholders, the Issuer, the Principal Paying Agent and the Servicer under the Notes shall be subject in all respects to the laws of Germany (being specified that the provisions of articles 86 to 94-8 of the Luxembourg Companies Law are excluded).

Place of performance and venue is Frankfurt am Main.

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For any litigation in connection with the Conditions of the Notes, which will be initiated against the Issuer in a court of Germany, the Issuer has appointed Wilmington Trust SP Services (Frankfurt) GmbH, Steinweg 3-5, 60313 Frankfurt am Main, Federal Republic of Germany, to accept service of process.

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SWAP AGREEMENT AND SWAP COUNTERPARTY

The Issuer will enter into a Swap Agreement with respect to each Series of Notes with the swap counterparty as specified in the relevant Final Terms for such Series of Notes (the swap counterparty so specified being the "Swap Counterparty"). Each Swap Agreement will hedge the floating interest rate risk on the applicable Series of Notes.

If a Swap Counterparty suffers a ratings downgrade and ceases to be an Eligible Swap Counterparty, the Issuer may terminate the related Swap Agreement if the Swap Counterparty fails, within a set period of time, to take certain actions intended to mitigate the effects of such downgrade. Such actions could include the relevant Swap Counterparty collateralising its obligations as a referenced amount calculated in accordance with a credit support annex to the 1992 ISDA Master Agreement, transferring its obligations to a replacement Swap Counterparty or procuring a guarantee.

Under each Swap Agreement, the Issuer will undertake to pay to the relevant Swap Counterparty on each Payment Date an amount equal to the amount of interest on the nominal amount of the Notes outstanding on each Payment Date, calculated on the basis of a fixed rate of interest as specified for the relevant Series of Notes in the relevant Final Terms. The Swap Counterparty will undertake to pay to the Issuer on each Payment Date an amount equal to the floating rate of interest on such outstanding nominal amount of the relevant Series of Notes, calculated on the basis of 1-month LIBOR plus 0.60 per cent. per annum on the basis of the actual number of days elapsed in an interest period divided by 365.

Payments under each Swap Agreement will be exchanged on a net basis on each Payment Date. Payments made by the Issuer under the Swap Agreements (other than termination payments related to an event of default where the relevant Swap Counterparty is a defaulting party, or termination event due to the failure by the relevant Swap Counterparty to take required action after a downgrade of its credit rating) rank higher in priority than all payments on the Notes. Payments by the Swap Counterparty to the Issuer under each Swap Agreements will be made into the Distribution Account and will, to the extent necessary, be increased to insure that such payments are free and clear of all taxes.

Events of default under the Swap Agreements applicable to the Issuer are limited to failure to pay, and (among other things) events of default applicable to the relevant Swap Counterparty include, the following:

failure to make a payment under the relevant Swap Agreement when due, if such failure is not remedied within three Business Days of notice of such failure being given; or

the occurrence of certain bankruptcy and insolvency events.

Termination events under each Swap Agreement include, among other things, the following:

illegality of the transactions contemplated by the Swap Agreements; or

a Foreclosure Event under the Trust Agreement occurs; or

failure of the relevant Swap Counterparty to maintain its credit rating at certain levels required by the Swap Agreement, which failure may not constitute a termination event if (in the time set forth in the applicable Swap Agreement) the Swap Counterparty:

– posts an amount of collateral (in the form of cash and/or securities) as set forth in the Swap Agreement; or

– obtains a guaranty from an institution with an acceptable rating; or

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– assigns its rights and obligations under the relevant Swap Agreement to a substitute swap counterparty with an acceptable rating.

Upon the occurrence of any event of default or termination event specified in a Swap Agreement, the non-defaulting party, an affected party or the party which is not the affected party (as the case may be, depending on the termination event) may, after a period of time set forth in the Swap Agreement, elect to terminate such Swap Agreement. If a Swap Agreement is terminated due to an event of default or a termination event, a swap termination payment may be due to the Swap Counterparty by the Issuer out of its available funds. The amount of any such swap termination payment may be based on the actual cost or market quotations of the cost of entering into a similar swap transaction or such other methods as may be required under the Swap Agreement, in each case in accordance with the procedures set forth in the Swap Agreement. Any such swap termination payment could, if market rates or other conditions have changed materially, be substantial. Under certain circumstances, Swap Termination Payments required to be made by the Issuer to a Swap Counterparty will rank higher in priority than all payments on the Notes. In such event, the Receivables and the Cash Collateral Amount may be insufficient to make the required payments on the Notes and the Noteholders may experience delays and/or reductions in the interest and principal payments on the Notes. If a Swap Termination Payment is due to the Swap Counterparty, any Swap Replacement Proceeds shall to the extent of that Swap Termination Payment be paid directly to such Swap Counterparty causing the event of default or termination event without regard to the Order of Priority as specified in the relevant Swap Agreement.

The Swap Counterparties

Royal Bank of Canada

The Issuer will enter into a Swap Agreement with Royal Bank of Canada (referred to in this section as "Royal Bank") acting through its London branch (the "Series 2011-3 Swap Counterparty"). Such Swap Agreement will hedge the floating interest rate risk on the applicable Notes.

Royal Bank is a Schedule I bank under the Bank Act (Canada), which constitutes its charter and governs its operations. Royal Bank’s corporate headquarters are located at Royal Bank Plaza, 200 Bay Street, Toronto, Ontario M5J 2J5, Canada, and its head office is located at 1 Place Ville Marie, Montreal, Quebec H3C 3A9, Canada.

Royal Bank and its subsidiaries operate under the master brand name RBC. Royal Bank is Canada’s largest bank as measured by assets and market capitalization and is among the largest banks in the world based on market capitalization. Royal Bank is one of North America’s leading diversified financial services companies and provides personal and commercial banking, wealth management services, insurance, corporate and investment banking and investor services on a global basis. Royal Bank and its subsidiaries employ approximately 80,000 full- and part-time employees who serve more than 15 million personal, business, public sector and institutional clients through offices in Canada, the U.S. and 51 other countries.

Royal Bank had, on a consolidated basis, as at July 31, 2012, total assets of C$824.4 billion (approximately US$822 billion*), equity attributable to shareholders of C$43.2 billion (approximately US$43 billion*), and total deposits of C$502.8 billion (approximately US$501.4 billion*). The foregoing figures were prepared in accordance with International Financial Reporting Standards and have been extracted and derived from, and are qualified by reference to, Royal Bank’s unaudited Interim Condensed Consolidated Financial Statements included in Royal Bank’s Report to Shareholders for the fiscal period ended July 31, 2012 (*As at July 31, 2012: C$1.00 = US$0.9971083856815240).

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The senior long-term unsecured debt of Royal Bank has been assigned ratings of AA- (negative outlook) by Standard & Poor’s Ratings Services, Aa3 (stable outlook) by Moody’s Investors Service, AA (stable outlook) by Fitch Ratings and AA (stable) by DBRS. Royal Bank’s common shares are listed on the Toronto Stock Exchange, the New York Stock Exchange and the Swiss Exchange under the trading symbol “RY.” Its preferred shares are listed on the Toronto Stock Exchange.

The above disclosure in respect of Royal Bank shall not create any implication that there has been no change in the affairs of Royal Bank since the date hereof or that the information contained or referred to herein is correct as at any time subsequent to its date.

The information in the preceding 6 paragraphs has been provided by Royal Bank of Canada, London Branch, for use in this Prospectus and Royal Bank of Canada, London Branch, is solely responsible for the accuracy of the preceding 6 paragraphs. Except for the foregoing 6 paragraphs, Royal Bank of Canada, London Branch, in its capacity as Swap Counterparty, and its affiliates have not been involved in the preparation of, and do not accept responsibility for, this Prospectus.

To the best knowledge and belief of the Issuer, the above information has been accurately reproduced. The Issuer is able to ascertain from the above information published by the Swap Counterparty that no facts have been omitted which would render the reproduced information inaccurate or misleading.

Mitsubishi UFJ Securities International plc

Mitsubishi UFJ Securities International plc ("MUSI") was incorporated in England and Wales on 11 February, 1983 pursuant to the Companies Act 1948 to 1985 as a company with liability limited by shares, and changed its name from Alnery No. 180 Limited to Mitsubishi Finance International Limited on 16 May, 1983 prior to commencing business on 3 October, 1983. MUSI was re-registered as a public limited company on 3 August, 1989. MUSI's registered office is located at Ropemaker Place, 25 Ropemaker Street, London EC2Y 9AJ, and its telephone number is 44 20-7628-5555. MUSI's registration number is 01698498.

On 1 April, 1996, MUSI changed its name from Mitsubishi Finance International plc to Tokyo-Mitsubishi International plc, following the merger of its then parent The Mitsubishi Bank, Limited with The Bank of Tokyo, Ltd., the merged entity being named The Bank of Tokyo-Mitsubishi, Ltd. ("BTM"), which is now known as The Bank of Tokyo-Mitsubishi UFJ, Ltd. ("BTMU"). BTM subsequently became a wholly owned subsidiary of Mitsubishi Tokyo Financial Group, Inc ("MTFG", which is now known as Mitsubishi UFJ Financial Group, Inc. ("MUFG") following its merger with The Mitsubishi Trust and Banking Corporation ("MTBC") in 2001.

As part of a restructuring of the securities subsidiaries of BTM, on 1 July, 2004 BTM transferred its 100 per cent. shareholding in MUSI to Mitsubishi Securities Co., Ltd. ("Mitsubishi Securities", which became known as Mitsubishi UFJ Securities Co., Ltd. ("MUS") following the merger of MTFG and UFJ Holdings, Inc. which created MUFG), which at that time was a 52 per cent. owned subsidiary of BTMU. On 5 July, 2004, MUSI changed its name from Tokyo-Mitsubishi International plc to Mitsubishi Securities International plc. Further to the global merger between MTFG and UFJ Holdings, Inc., MUSI changed its name from Mitsubishi Securities International plc to Mitsubishi UFJ Securities International plc on 3 October, 2005.

The information in the preceding 3 paragraphs has been provided by Mitsubishi UFJ Securities International plc for use in this Base Prospectus and Mitsubishi UFJ Securities International plc is solely responsible for the accuracy of the preceding 3 paragraphs. Except for the foregoing 3 paragraphs, Mitsubishi UFJ Securities International plc in its capacity as a Swap Counterparty, and its affiliates, have not been involved in the preparation of, and does not accept responsibility for, this Base Prospectus.

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HSBC Bank plc

HSBC Bank plc and its subsidiaries form a UK-based group providing a comprehensive range of banking and related financial services.

HSBC Bank plc (formerly Midland Bank plc) was formed in England in 1836 and subsequently incorporated as a limited company in 1880. In 1923, the company adopted the name Midland Bank Limited which it held until 1982 when it re-registered and changed its name to Midland Bank plc.

During the year ended 31 December, 1992, Midland Bank plc became a wholly owned subsidiary undertaking of HSBC Holdings plc, whose Group Head Office is at 8 Canada Square, London E14 5HQ. HSBC Bank plc adopted its current name, changing from Midland Bank plc, in the year ended 31 December, 1999.

The HSBC Group is one of the largest banking and financial services organisations in the world, with over 6,900 offices in 80 countries and territories in six geographical regions: Europe; Hong Kong; Rest of Asia-Pacific; Middle East and North Africa; North America and Latin America. Its total assets at 30 September 2012 were U.S.$2,721 billion. HSBC Bank plc is the HSBC Group’s principal operating subsidiary undertaking in Europe.

The short term ratings of HSBC Bank plc are currently P-1 by Moody’s, A-1+ by S&P and F1+ by Fitch and the long term ratings of HSBC Bank plc are currently Aa3 by Moody’s, AA- by S&P and AA by Fitch.

HSBC is regulated pursuant to the Financial Services and Markets Act 2000 and is an authorised institution supervised by the Financial Services Authority. HSBC Bank plc’s principal place of business in the United Kingdom is 8 Canada Square, London E14 5HQ.

The above disclosure in respect of HSBC Bank plc shall not create any implication that there has been no change in the affairs of HSBC Bank plc since the date hereof or that the information contained or referred to herein is correct as at any time subsequent to its date.

The information in the preceding 6 paragraphs has been provided by HSBC Bank plc, for use in this Prospectus, is solely responsible for the accuracy of the preceding 6 paragraphs. Except for the foregoing 6 paragraphs, HSBC Bank plc, in its capacity as Swap Counterparty, and its affiliates have not been involved in the preparation of, and do not accept responsibility for, this Prospectus.

To the best knowledge and belief of the Issuer, the above information has been accurately reproduced. The Issuer is able to ascertain from the above information published by the Swap Counterparty that no facts have been omitted which would render the reproduced information inaccurate or misleading.

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TAXATION

The following information is not intended as tax advice and does not purport to describe all of the tax considerations that may be relevant to a prospective investor of the Notes. It should be read in conjunction with the section entitled "RISK FACTORS". Potential investors of the Notes are urged to satisfy themselves as to the overall tax consequences of purchasing, holding and/or selling the Notes and, therefore, to consult their professional tax advisors.

Luxembourg Taxation

By a law of 21 June 2005 (the "Savings Law"), Luxembourg has implemented the Savings Directive adopted on 3 June 2003 by the Council of Economic and Finance Ministers of the European Union (the "EU") regarding the taxation of savings income. In essence, under the Savings Law, which is in effect as of 1 July 2005, Luxembourg levies a withholding tax on payments of interest or other similar income paid by an economic operator (paying agent within the meaning of the Savings Directive) based in Luxembourg to or for an individual resident or to specific forms of transparent entities (not being legal persons and not being themselves subject to business taxation, i.e. the so-called "residual entities" as referred to in the EU Savings Directive) established in another EU member state or in certain dependent or associated territories (see “EU Savings Directive” section below) unless such individual or “residual entity” agree to an exchange of information regarding the interest or similar income it received between the tax authorities of Luxembourg and the relevant EU member state. The rate of the withholding tax is currently 35 per cent.

Payments under the Notes will only be made after deduction or withholding of any mandatory withholding or deductions on account of tax. The Issuer will not be required to pay additional amounts in respect of any such withholding or other deduction for or on account of any present or future taxes, duties or charges of whatever nature. See "TERMS AND CONDITIONS OF THE NOTES — Condition 10 (Taxes)".

The Issuer has been advised that under the existing laws of Luxembourg:

(a) without prejudice to what is stated above regarding the application of the Savings Law, all payments of interest and principal by the Issuer under the Notes can be made free of withholding or deduction for or on account of any taxes of whatsoever mature imposed, levied, withheld, or assessed by Luxembourg or any political subdivision or tax authority thereof or therein;

(b) a holder of a Note who derives income from a Note or who realises a gain on the disposal or redemption of a Note will not be subject to Luxembourg taxation on income or capital gains unless:

(i) the holder is, or is deemed to be, resident of Luxembourg for the purpose of the relevant provisions; or

(ii) such income or gain is attributable to an enterprise or part thereof which is carried on through a permanent establishment or a permanent representative in Luxembourg;

(c) Luxembourg net worth tax will not be levied on a holder of a Note unless:

(i) the holder is, or is deemed to be, a corporate entity being a resident in Luxembourg for the purpose of the relevant provisions; or

(ii) such Note is attributable to an enterprise or part thereof which is carried on through a permanent establishment or a permanent representative in Luxembourg;

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(d) Luxembourg gift or inheritance taxes will not be levied on the occasion of the transfer of a Note by way of gift by, or on the death of, a holder unless:

(i) the holder is, or is deemed to be, resident of Luxembourg for the purpose of the relevant provisions at the time of the transfer; or

(ii) the gift is registered in Luxembourg;

(e) there is no Luxembourg registration tax, capital tax, stamp duty or any other similar tax or duty payable in Luxembourg in respect of or in connection with the issue of the Notes or in respect of the payment of principal or interest under the Notes or the transfer of the Notes. If any documents in respect of the Notes are required to be registered in Luxembourg, they will be subject to a fixed registration duty; and

(f) a holder of a Note will not become resident, or deemed to be resident, in Luxembourg by reason only of the holding of a Note or the execution, performance, delivery and/or enforcement of the Note.

EU Savings Directive

The Savings Directive is applied by Member States since 1 July 2005.

According to the Savings Directive, Member States are required to provide to the tax authorities of other Member States details of payments of interest or other similar income paid by a paying agent within its jurisdiction to an individual resident in another Member State or a “residual entity” established in such Member State (the "Disclosure of Information Method").

However, throughout a transitional period, certain Member States, as well as certain associated or dependent territories to the EU and certain jurisdictions, which have signed an agreement with Member States (Switzerland, Liechtenstein, British Virgin Island, Guernsey, Isle of Man, Jersey, former Netherlands Antilles, San Marino, Monaco, Turks & Caicos Island and Andorra) to apply similar measures to those included in the Savings Directive, will withhold an amount on interest payments instead of using the Disclosure of Information Method, except if the beneficiaries of the interest payments opt for the Disclosure of Information Method.

The rate of such withholding tax is 35 per cent since 1st July 2011. Such transitional period will end if and when the European Community enters into agreements on exchange of information upon request with several jurisdictions (Switzerland, Liechtenstein, British Virgin Island, Guernsey, Isle of Man, Jersey, former Netherlands Antilles, San Marino, Monaco, Turks & Caicos Island and Andorra).

THE FOREGOING INFORMATION IS NOT EXHAUSTIVE; IT DOES NOT, IN PARTICULAR, DEAL WITH ALL TYPES OF TAXES NOR WITH THE POSITION OF INDIVIDUAL INVESTORS. PROSPECTIVE INVESTORS SHOULD, THEREFORE, CONSULT THEIR PROFESSIONAL ADVISORS.

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DESCRIPTION OF THE PORTFOLIO

The Receivables Purchase Agreements

On the Original Closing Date, VWFS sold to the Issuer and the Issuer purchased from VWFS all right, title and interest of VWFS in the Initial VWFS Receivables. Such sale was made by way of absolute assignment and, accordingly, VWFS, with full title guarantee, and so far as relating to the Scottish Receivables, with absolute warrandice, assigned to the Issuer all of its right, title and interest in and to each Initial VWFS Receivable, including to the fullest extent possible under applicable law, all Ancillary Rights related to such Initial VWFS Receivables but excluding the Excluded Amounts.

On each Additional Purchase Date, VWFS sold to and may sell to the Issuer and the Issuer purchased and may purchase from VWFS all right, title and interest of VWFS to the Additional Receivables specified by VWFS in the relevant Notice of Sale. Each such sale is made by way of absolute assignment and, accordingly, VWFS, with full title guarantee, and so far as relating to the Scottish Receivables, with absolute warrandice, assigned and will assign and agree to assign to the Issuer all of its rights, title and interest in and to each Additional Receivable, including to the fullest extent possible under applicable law, all Ancillary Rights related to such Additional Receivables but excluding the Excluded Amounts.

On the Original Closing Date, Dunyard sold to the Issuer and the Issuer purchased from Dunyard all right, title and interest of Dunyard in the Dunyard Receivables. Such sale was made by way of absolute assignment and, accordingly, Dunyard, as beneficial owner, and so far as relating to the Scottish Receivables, with absolute warrandice, assigned to the Issuer all of its right, title and interest in and to each Dunyard Receivable, including to the fullest extent possible under applicable law, all Ancillary Rights related to such Dunyard Receivables but excluding the Excluded Amounts. VWFS acknowledged such assignment by Dunyard.

Under the Receivables Purchase Agreement, VWFS will have the right at its option but not the obligation, to require the Issuer to exercise the Administrative Call Option and to repurchase the VWFS Purchased Receivables from the Issuer at any time when the sum of the Outstanding Principal Balances of such all Receivables is less than the Overcollateralisation Amount plus £ 25,000,000 -, provided that all payment obligations under the Notes will be met in full on the exercise of such option. VWFS shall give one month prior written notice of its intention to require the exercise of the Administrative Call Option. Such notice shall be published in accordance with Condition 13 of the Notes (the "Administrative Call Option Notice") and, in addition shall be published in the Monthly Investor Report.

The Administrative Call Option Settlement Amount shall be equal to the Outstanding Principal Balance for all Purchased Receivables. The aforementioned Outstanding Principal Balance shall be calculated as at the end of the Monthly Period in which the repurchase shall occur. For the calculation of such the Administrative Call Option Settlement Amount the risk of losses, if any, shall be taken into account, by applying the relevant principles of accounting impairment. The Administrative Call Option Settlement Amount shall be due on the Payment Date following the Administrative Call Option Notice.

The Receivables

The Initial Receivables purchased by the Issuer from the Sellers on the Original Closing Date and the Additional Receivables (together the "Purchased Receivables") comprise claims against Obligors in respect of payments due under Financing Contracts (excluding Excluded Amounts) for the provision of credit for the purchase of motor vehicles.

Although the borrower ("Obligor") is the registered keeper of the vehicle, VWFS retains title to the vehicles. The Financing Contracts contain provisions entitling, but not obliging, the Obligor to

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purchase the vehicle at the end of the hire period, normally on payment of a specified purchase fee.

The Financing Contracts are governed by English or Scottish law and take the form of hire purchase agreements ("HP Agreements") and lease purchase agreements ("LP Agreements") (including personal contract plan agreements ("PCP Agreements")) between VWFS and Obligors.

HP Agreements

Mainly directed at retail Obligors, HP Agreements are available for both new and used vehicles. HP Agreements contain standard rental terms where an initial payment is made and then the balance is typically amortised in equal monthly instalments. At the end of the term of the HP Agreement, after an additional "option to purchase" fee is paid, the Obligor owns the vehicle.

LP Agreements

Mainly directed at retail Obligors, LP Agreements are available for both new and used vehicles. LP Agreements are similar to HP Agreements where an initial payment is made and then the balance is typically amortised in equal monthly instalments, but with an additional larger "balloon" final rental payment at end of the term of the LP Agreement for the Obligor to pay in order to own the vehicle.

PCP Agreements

PCP Agreements are used for the financing of new and used vehicles in the retail market. PCP Agreements are similar to HP Agreements but with an additional larger "balloon" final rental payment at the end of the term of the PCP Agreement, where the Obligor can either settle the contract by paying the balloon payment (and thereby purchase the vehicle) or, subject to the vehicle being in a condition acceptable to VWFS and within agreed mileage, return the vehicle to VWFS in full and final settlement of the PCP Agreement.

Where the Obligor chooses to return the vehicle, title in the vehicle passes to the Obligor when the Obligor pays the additional "option to purchase" fee to VWFS (which fee does not form part of the Receivables). VWFS then acts as the Obligor's agent in selling the vehicle and the sale proceeds of the vehicle are applied to settle the Final Rental Amount. Any surplus on sale in excess of the Final Rental Amount is retained by VWFS as a fee for acting as the Obligor’s agent. Any shortfall between the sale proceeds and the Final Rental Amount is not recovered from the Obligor.

During the final six months of 2011, in respect of maturing PCP Agreements, 4.3 per cent. of the Obligors returned the vehicle for sale to VWFS.

The Purchase Price

The Funded Purchase Price will be paid by the Issuer to VWFS as total consideration with respect to the VWFS Receivables (together with the related Ancillary Rights) on any Purchase Date falling before the date of this Prospectus, and (ii) a deferred component equal to the amount payable in respect thereof pursuant to the Order of Priority (the "Deferred Purchase Price").

The total consideration paid by the Issuer to Dunyard with respect to the Dunyard Receivables (together with the related Ancillary Rights) on the Original Closing Date was equal to the aggregate Outstanding Principal Balance of the Dunyard Receivables sold to the Issuer on the Original Closing Date as at the original Cut-Off Date related thereto.

Representations and Warranties in relation to the Sale of the Receivables

VWFS represents and warrants to the Issuer and to the Security Trustee, in respect of itself (i) as at the Original Closing Date in relation to the Initial Receivables, and (ii) as at each Additional Purchase Date in relation to the relevant Additional Receivables, that:

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(a) VWFS is a company duly incorporated under the laws of England with full corporate power, authority and legal right to own its assets and conduct its business as such assets are presently owned and its business is presently conducted and with power to enter into this Agreement and the other Transaction Documents to which VWFS is a party and to exercise its rights and perform its obligations thereunder;

(b) all corporate actions required to be done, fulfilled and performed in order (a) to enable VWFS lawfully to enter into, exercise its rights under and perform and comply with the obligations expressed to be assumed by it in each Transaction Document to which VWFS is a party or under any assignment, made by it in respect of any Receivable assigned or scheduled to be assigned pursuant to this Agreement and (b) to ensure that the obligations expressed to be assumed by it in each Transaction Document to which VWFS is a party or under any such assignment are legal, valid and binding on it, have been done, fulfilled and performed or shall be done, fulfilled or performed prior to the execution of such Transaction Document or assignment (as the case may be);

(c) the execution by VWFS of each Transaction Document to which VWFS is a party and the making of each assignment made by it in respect of any Receivables assigned or scheduled to be assigned pursuant to this Agreement and the exercise of its rights and the performance of its obligations in any such assignment does not and will not conflict with or violate:

i. its Memorandum or Articles of Association; or

ii. (to an extent or in a manner which has or is likely to have a Material Adverse Effect) any law to which it is subject;

(d) all approvals, authorisations, consents, orders or other actions of any person or of any governmental or regulatory body or official required in connection with the execution and delivery of each Transaction Document to which VWFS is a party and/or the making of each assignment of Receivables in the manner contemplated herein or therein, the performance of the transactions contemplated by each Transaction Document to which VWFS is a party and the fulfilment of the terms thereof have been obtained;

(e) so far as it is aware, there are no proceedings or investigations pending against it before any court, regulatory body, arbitral tribunal or public or administrative body or agency or ruling that would in its opinion if adversely determined have a material and adverse effect on the collectability of the Receivables, or result in any material impairment of the right or ability of VWFS to carry on its business substantially as now conducted, or result in any material liability on the part of VWFS, or which would render invalid the Transaction Documents to which VWFS is a party or the Receivables or the obligations of VWFS contemplated in those documents, or which would materially impair the ability of VWFS to perform its obligations under the terms of any Transaction Document to which it VWFS is a party;

(f) the execution of any Transaction Document to which VWFS is a party or the assignment of any Receivables in the manner therein contemplated and the exercise by VWFS of its rights and the performance of its obligations thereunder with regard to such Receivables does not and will not conflict with, or constitute a material default under, any agreement, contract, mortgage, deed of charge or other instrument to which it is a party or by which it or any of its assets is otherwise bound;

(g) all information furnished by or on behalf of VWFS in writing to any Noteholder for purposes of or in connection with the Transaction Documents or any transaction contemplated under the Transaction Documents is true and accurate in all material respects on and as at the date such information was furnished (except to the extent that such furnished information relates solely to an earlier date, in which case such information is true and accurate in all material respects on and as at such earlier date);

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(h) VWFS has not taken any corporate action nor have any other steps been taken or legal proceedings been started or (to the best of its knowledge and belief) threatened against it for its winding-up, dissolution, administration or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of it or any or all of its assets;

(i) VWFS is resident for tax purposes in the United Kingdom and will not cease to be treated as being resident for tax purposes in the United Kingdom by virtue of the application of Section 249 Finance Act 1994. It belongs in the United Kingdom for the purposes of United Kingdom VAT;

(j) VWFS centre of main interests (as that term is used in Article 3(1) of Council Regulation (EC) No. 1346/2000 - the EU Insolvency Regulation) is situated in the United Kingdom.

Eligibility Criteria

VWFS represents and warrants to the Issuer and to the Security Trustee, in respect of the Receivables sold by it under the Receivables Purchase Agreement and by Dunyard under the Dunyard Receivables Purchase Agreement (i) as at the Original Closing Date in relation to the initial Receivables, and (ii) as at each Additional Purchase Date in relation to the Additional Receivables, acquired on such Additional Purchase Date, that each Receivable meets each of the following conditions:

(a) Vehicle Sale: Such Receivable originated out of the provision of hire purchase, lease purchase or personal contract purchase credit in connection with (i) the sale of a new vehicle, or (ii) the sale of a used vehicle; provided, that no Receivable shall be an Eligible Receivable if such Receivable would cause the Outstanding Principal Balance of all the Purchased Receivables as at such Offer Date that are of the type described in subclause (ii) above to exceed an amount equal to 50% of the Purchased Receivables as at the relevant Offer Date;

(b) Credit Score: If the Obligor related to such Receivable has a credit score of D or less (as currently defined or the substantial equivalent thereof in the event VWFS’s credit scoring methodology is modified at any time after the date hereof, in each case, subject to any non-material amendments or modifications to the Customary Operating Practices), such Receivable would not cause the Outstanding Principal Balance of all Purchased Receivables for which the Obligor related thereto has a credit score of D or less (as currently defined or the substantial equivalent thereof in the event the VWFS’s credit scoring methodology is modified at any time after the date hereof, in each case, subject to any non-material amendments or modifications to the Customary Operating Practices) to exceed an amount equal to 5% of the Aggregate Receivables Balance for such Purchase Date;

(c) Obligor: The Obligor of such Receivable (i) is a resident of, or incorporated or formed under the laws of or with a permanent place of business in England, Wales or Scotland; (ii) is not an Affiliate of VWFS; (iii) is not shown on the Servicer’s records as a debtor in a pending bankruptcy, insolvency or liquidation proceeding; and (iv) is not the Obligor in respect of any Defaulted Receivable (other than a Defaulted Receivable described in subclause (iii) of the definition thereof);

(d) Currency: Such Receivable is denominated and payable in Sterling;

(e) Not Delinquent: Such Receivable is not more than 15 days past due;

(f) Valid Financing Contract: Such Receivable arises under a duly authorised hire purchase, lease purchase or personal contract purchase Financing Contract (not being a loan relationship) governed by the laws of England and Wales or Scotland (depending where the Obligor is resident or incorporated) which Financing Contract is the legal, valid and binding obligation of the Obligor enforceable in accordance with its terms, except as such enforcement may be

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limited by bankruptcy, insolvency or administration proceedings;

(g) Contract Terms: Such Receivable arises under a Financing Contract that (a) contains an obligation to pay a specified sum of money and is subject to no contingencies (other than an obligation to pay interest on overdue amounts), (b) does not require the Obligor under such Financing Contract to consent to the transfer, sale or assignment of the rights and duties of VWFS under such Financing Contract or to the sale to a third party of the Vehicle the subject thereof, and (c) does not contain a confidentiality provision that purports to restrict the Purchaser’s or the Security Trustee's exercise of rights under this Agreement, including, without limitation, the right to review such Financing Contract;

(h) Ownership of the Receivables: VWFS is the legal and beneficial owner, free from any Security Interest, of the Receivables;

(i) Compliance with Laws: Such Receivable arises from a Financing Contract or course of dealing which does not, in whole or in part, contravene any applicable law, rule or regulation in the United Kingdom;

(j) Ordinary Business: Such Receivable was generated in the ordinary course of VWFS’s or its Affiliate’s business from the sale of goods or provision of credit or other services to the relevant Obligor and the related Financing Contract was entered into in accordance with the Customary Operating Practices;

(k) No Option to Reduce: Other than the right to make partial early repayments as provided for in the Consumer Credit Act 1974, as amended (the “CCA”), there are no provisions in the Financing Contract related to such Receivable whereby the Obligor may reduce the amount of such Receivable payable by the Obligor below the level of the stated payments as at the date of commencement of such Financing Contract (excluding any change as a result of any change in the rate of Value Added Tax or the corporation tax or capital allowances regimes). However, at the discretion of the Servicer and in accordance with its Customary Operating Practices, the Obligor may be given an option to reschedule repayments in a manner that increases or decreases the term of such Financing Contract and the consequential finance income; provided, that the total capital repayment shall not be impacted by any such measure;

(l) CCA: VWFS had at the time of origination of the Financing Contract under which such Receivable arises the necessary licences pursuant to the CCA, and each Financing Contract that is regulated by the CCA complies with the CCA and any statutory instrument or regulation made thereunder and VWFS has not done anything that would cause such Receivable to be unenforceable under the CCA;

(m) Payment Profile: Subject to the rights of partial early settlement under the CCA, other than the first and the final contracted payments (i) each scheduled monthly payment under the Contract related to such Receivable is an amount that falls within (+/-) 10% of every other scheduled monthly payment, and (ii) such scheduled monthly payments are required to be made within 72 months of the date of origination of such Receivable;

(n) Data Protection: VWFS has complied with all material laws and regulations under the Data Protection Act 1998 with respect to such Receivable;

(o) Insurance/Repair etc.: The terms of the Financing Contract related to such Receivable require the Obligor to pay all insurance, repair/maintenance and taxes with respect to the related Vehicle;

(p) Registration: Applicable details of the Vehicle related to such Receivable and the relevant motor finance contract have been submitted by VWFS for registration with HP Information Ltd.;

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(q) Excess Spread: Such Receivable would not cause the weighted average interest rate of the Purchased Receivables for such Cut-Off Date to be less than the sum of the Weighted Average Hedge Rate on such Cut-Off Date plus 2.5%;

(r) Vehicles: The Vehicle related to such Receivable is not recorded in the records of the Servicer as at such Purchase Date as having been (a) a total loss for insurance purposes or (b) stolen;

(s) Commercial PCP Receivables: In the case of any PCP Receivable, the Vehicle related to such PCP Receivable is not identified in the VWFS’s records as a “light commercial vehicle” (as currently defined or the equivalent thereof if VWFS’s identification thereof in its records is modified at any time after the date hereof);

(t) Obligor Concentration: The total outstanding amount of Purchased Receivables resulting from Financing Contracts with one and the same Obligor will not exceed £150,000;

(u) First Payment: The Obligor of such Receivable shall have made at least one repayment that constituted a payment with regard to the related Financing Contract;

(v) Z Scores: In respect of any Purchase Date, the Obligor of such Receivable has a credit score greater than Z (as currently defined or the substantial equivalent thereof in the event the VWFS’s credit scoring methodology is modified at any time after the date hereof, in each case, subject to any non-material amendments or modifications to the Customary Operating Practices);

(w) Lease Purchase Contract Concentration: such Receivable would not cause the aggregate Outstanding Principal Balance of Purchased Receivables that derive from lease purchase contracts to exceed 5% of the Aggregate Receivables Balance.

Notification of Assignment to Lessors

At any time after the occurrence of a Notification Event, each of the Issuer and the Security Trustee may:

(a) give notice in its own name (and/or on behalf of the Servicer pursuant to the VWFS Power of Attorney) to all or any of the Obligors of the sale and assignment of all or any of the Purchased Receivables by delivering a Notification Event Notice; and/or

(b) direct (and/or require the Servicer to direct) all or any of the Obligors to pay amounts outstanding in respect of Purchased Receivables directly to the Issuer, the Distribution Account or any other account which is specified by the Issuer; and/or

(c) give instructions (and/or require the Servicer to give instructions) to immediately transfer amounts standing to the credit of the Collection Accounts to the Distribution Account; and/or

(d) take such other action as it reasonably considers to be necessary, appropriate or desirable in order to recover any amount outstanding in respect of Purchased Receivables or to improve, protect, preserve or enforce their rights against the Obligors in respect of Purchased Receivables.

The Purchased Receivables acquired and transferred by assignment under the Receivables Purchase Agreement from VWFS generally have characteristics that demonstrate capacity to produce funds to service payments due and payable on the Notes, however, VWFS does not warrant the solvency (credit standing) of the relevant Obligors.

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Description of the Financing Contract as at the Initial Cut-Off Date

The numerical information set out below relates to the pool of Receivables as selected on the Cut-off Date and sold to the Issuer on the Original Closing Date.

Included Receivables Balance 2,350,468,577.37 Number of Financing Contracts 243,581 Number of underlying dealers 873 Average number of Financing Contracts per dealer 279.02 Average number of Financing Contracts per Obligor 1.02 Average Financing Contract original finance amount 13,402 Maximum Financing Contract internal rate of return (%) 24.17%Minimum Financing Contract internal rate of return (%) 0.00%Weighted Financing Contract internal rate of return (%) 8.01%Weighted Average Seasoning 14.71 Weighted average original maturity (months) 42.22 Weighted average remaining term (months) 27.43

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1. Distribution by Contract-type

Product Split

Category

Count Original Principal

Current Principal

Count Distbution

Original Principal

Distribution

Current Principal

Distribution

Average Original Principal

Average Current Principal

Weighted Average

Original Term

Weighted Average

Remaining Term

Weighted Avg Customer Yield

(by Original Principal)

Weighted Avg Customer Yield

(by Current Principal)

HP, No Balloon Total 104,008 1,054 m 593 m 42.70% 32.28% 25.22% 10,132 5,699 47 mths 32 mths 9.282% 9.671%HP, With Balloon Total 315 6 m 2 m 0.13% 0.17% 0.08% 17,756 6,056 47 mths 5 mths 10.923% 11.056%PCP Total 139,258 2,205 m 1,756 m 57.17% 67.55% 74.70% 15,835 12,608 40 mths 26 mths 7.512% 7.445%Other Total 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Total Portfolio 243,581 3,265 m 2,350 m 100.00% 100.00% 100.00% 13,402 9,650 42 mths 27 mths 8.089% 8.009%

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2. Geographic Distribution by Customer

Customer Geographic Region

Category

Count Original Principal

Current Principal

Count Distbution

Original Principal

Distribution

Current Principal

Distribution

Average Original Principal

Average Current Principal

Weighted Average Original Term

Weighted Average

Remaining Term

Weighted Avg Customer Yield

(by Original Principal)

Weighted Avg Customer Yield

(by Current Principal)

Channel Islands Total 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%East Total 0 20,855 290 m 212 m 8.56% 8.89% 9.00% 13,916 10,145 42 mths 27 mths 8.016% 7.917%East Midlands Total 0 12,947 179 m 131 m 5.32% 5.49% 5.55% 13,836 10,080 42 mths 28 mths 8.141% 8.067%Isle of Man Total 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%London Total 0 9,896 144 m 103 m 4.06% 4.42% 4.38% 14,578 10,403 41 mths 26 mths 8.577% 8.460%North East Total 0 12,975 166 m 120 m 5.33% 5.08% 5.09% 12,781 9,227 43 mths 29 mths 8.009% 7.941%North West Total 0 30,527 408 m 296 m 12.53% 12.51% 12.57% 13,380 9,681 43 mths 28 mths 8.071% 7.975%Northern Ireland Total 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Scotland Total 0 25,809 341 m 246 m 10.60% 10.43% 10.46% 13,194 9,529 43 mths 28 mths 7.886% 7.837%South East Total 0 50,781 697 m 499 m 20.85% 21.34% 21.21% 13,717 9,818 42 mths 27 mths 8.084% 8.009%South West Total 0 20,587 266 m 191 m 8.45% 8.15% 8.13% 12,919 9,286 42 mths 27 mths 8.045% 7.967%Wales Total 0 11,252 139 m 98 m 4.62% 4.25% 4.15% 12,328 8,673 43 mths 28 mths 8.132% 8.059%West Midlands Total 0 24,668 337 m 246 m 10.13% 10.32% 10.49% 13,656 9,992 42 mths 28 mths 8.089% 7.997%Yorkshire & Humberside Total 0 23,281 298 m 210 m 9.56% 9.13% 8.95% 12,800 9,038 43 mths 28 mths 8.226% 8.163%Other Total 0 3 0 m 0 m 0.00% 0.00% 0.00% 6,540 3,819 34 mths 16 mths 7.885% 7.723%Total Portfolio 243,581 3,265 m 2,350 m 100.00% 100.00% 100.00% 13,402 9,650 42 mths 27 mths 8.089% 8.009%

Channel Islands HP, No Balloon 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%East HP, No Balloon 0 8,043 84 m 47 m 7.73% 7.95% 7.85% 10,410 5,787 46 mths 31 mths 9.269% 9.610%East Midlands HP, No Balloon 0 5,322 55 m 31 m 5.12% 5.24% 5.28% 10,376 5,879 46 mths 31 mths 9.400% 9.827%Isle of Man HP, No Balloon 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%London HP, No Balloon 0 4,002 44 m 24 m 3.85% 4.14% 4.03% 10,912 5,969 46 mths 30 mths 9.788% 10.084%North East HP, No Balloon 0 6,293 63 m 36 m 6.05% 5.94% 6.14% 9,938 5,784 49 mths 33 mths 9.342% 9.761%North West HP, No Balloon 0 12,323 123 m 69 m 11.85% 11.65% 11.59% 9,959 5,576 48 mths 32 mths 9.468% 9.876%Northern Ireland HP, No Balloon 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Scotland HP, No Balloon 0 11,642 115 m 66 m 11.19% 10.88% 11.21% 9,846 5,709 48 mths 32 mths 9.181% 9.549%South East HP, No Balloon 0 20,963 218 m 121 m 20.16% 20.71% 20.46% 10,411 5,786 46 mths 31 mths 9.182% 9.578%South West HP, No Balloon 0 8,960 88 m 49 m 8.61% 8.31% 8.25% 9,770 5,458 47 mths 31 mths 9.254% 9.704%Wales HP, No Balloon 0 5,637 55 m 31 m 5.42% 5.25% 5.25% 9,808 5,516 48 mths 32 mths 9.241% 9.642%West Midlands HP, No Balloon 0 9,293 93 m 52 m 8.93% 8.78% 8.74% 9,959 5,575 47 mths 32 mths 9.330% 9.721%Yorkshire & Humberside HP, No Balloon 0 11,528 118 m 66 m 11.08% 11.16% 11.19% 10,204 5,754 47 mths 31 mths 9.107% 9.475%Other HP, No Balloon 0 2 0 m 0 m 0.00% 0.00% 0.00% 7,127 4,197 31 mths 19 mths 6.658% 6.474%Sub Total HP, No Balloon 104,008 1,054 m 593 m 100.00% 100.00% 100.00% 10,132 5,699 47 mths 32 mths 9.282% 9.671%

Channel Islands HP, With Balloon 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%East HP, With Balloon 0 29 1 m 0 m 9.21% 11.09% 10.30% 21,391 6,773 46 mths 4 mths 10.993% 11.070%East Midlands HP, With Balloon 0 11 0 m 0 m 3.49% 3.05% 2.87% 15,515 4,982 47 mths 8 mths 11.385% 12.287%Isle of Man HP, With Balloon 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%London HP, With Balloon 0 5 0 m 0 m 1.59% 2.07% 2.47% 23,153 9,438 49 mths 1 mths 10.459% 10.205%North East HP, With Balloon 0 5 0 m 0 m 1.59% 1.22% 1.10% 13,645 4,181 49 mths 6 mths 10.827% 11.580%North West HP, With Balloon 0 55 1 m 0 m 17.46% 15.78% 16.35% 16,049 5,671 49 mths 5 mths 11.195% 11.326%Northern Ireland HP, With Balloon 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Scotland HP, With Balloon 0 26 1 m 0 m 8.25% 10.01% 11.17% 21,536 8,194 48 mths 4 mths 9.772% 9.749%South East HP, With Balloon 0 67 1 m 0 m 21.27% 21.00% 21.05% 17,531 5,994 46 mths 6 mths 10.803% 11.068%South West HP, With Balloon 0 16 0 m 0 m 5.08% 5.40% 5.23% 18,869 6,237 47 mths 5 mths 11.047% 10.844%Wales HP, With Balloon 0 32 0 m 0 m 10.16% 7.60% 8.28% 13,280 4,935 48 mths 5 mths 10.970% 10.950%West Midlands HP, With Balloon 0 34 1 m 0 m 10.79% 12.61% 9.87% 20,738 5,540 48 mths 4 mths 10.936% 11.143%Yorkshire & Humberside HP, With Balloon 0 35 1 m 0 m 11.11% 10.17% 11.30% 16,256 6,161 47 mths 6 mths 11.661% 11.850%Other HP, With Balloon 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Sub Total HP, With Balloon 315 6 m 2 m 100.00% 100.00% 100.00% 17,756 6,056 47 mths 5 mths 10.923% 11.056%

Channel Islands PCP 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%East PCP 0 12,783 206 m 165 m 9.18% 9.34% 9.39% 16,106 12,894 40 mths 26 mths 7.498% 7.435%East Midlands PCP 0 7,614 124 m 99 m 5.47% 5.61% 5.65% 16,252 13,024 40 mths 27 mths 7.575% 7.510%Isle of Man PCP 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%London PCP 0 5,889 100 m 79 m 4.23% 4.56% 4.50% 17,063 13,418 40 mths 25 mths 8.048% 7.968%North East PCP 0 6,677 103 m 83 m 4.79% 4.68% 4.74% 15,459 12,477 40 mths 27 mths 7.199% 7.145%North West PCP 0 18,149 285 m 227 m 13.03% 12.92% 12.90% 15,695 12,481 40 mths 26 mths 7.459% 7.394%Northern Ireland PCP 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Scotland PCP 0 14,141 225 m 179 m 10.15% 10.22% 10.21% 15,935 12,676 40 mths 27 mths 7.222% 7.200%South East PCP 0 29,751 477 m 377 m 21.36% 21.64% 21.47% 16,037 12,668 40 mths 25 mths 7.576% 7.500%South West PCP 0 11,611 178 m 142 m 8.34% 8.08% 8.10% 15,340 12,244 40 mths 26 mths 7.446% 7.368%Wales PCP 0 5,583 83 m 66 m 4.01% 3.76% 3.78% 14,867 11,882 39 mths 25 mths 7.379% 7.311%West Midlands PCP 0 15,341 244 m 194 m 11.02% 11.05% 11.08% 15,879 12,677 40 mths 27 mths 7.609% 7.535%Yorkshire & Humberside PCP 0 11,718 180 m 144 m 8.41% 8.15% 8.19% 15,344 12,277 40 mths 26 mths 7.638% 7.553%Other PCP 0 1 0 m 0 m 0.00% 0.00% 0.00% 5,366 3,064 42 mths 8 mths 11.144% 11.144%Sub Total PCP 139,258 2,205 m 1,756 m 100.00% 100.00% 100.00% 15,835 12,608 40 mths 26 mths 7.512% 7.445%

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3. Geographic Distribution by Dealer

Dealer Geographic Region

Category

Count Original Principal

Current Principal

Count Distbution

Original Principal

Distribution

Current Principal

Distribution

Average Original Principal

Average Current Principal

Weighted Average Original Term

Weighted Average

Remaining Term

Weighted Avg Customer Yield

(by Original Principal)

Weighted Avg Customer Yield

(by Current Principal)

Channel Islands Total 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%East Total 0 19,393 268 m 196 m 7.96% 8.21% 8.34% 13,825 10,106 42 mths 27 mths 7.971% 7.860%East Midlands Total 0 11,621 163 m 118 m 4.77% 4.98% 5.04% 14,001 10,193 43 mths 28 mths 8.140% 8.057%Isle of Man Total 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%London Total 0 8,361 124 m 89 m 3.43% 3.78% 3.77% 14,773 10,587 42 mths 26 mths 8.441% 8.296%North East Total 0 13,432 171 m 124 m 5.51% 5.24% 5.27% 12,733 9,215 43 mths 28 mths 7.950% 7.885%North West Total 0 30,760 417 m 303 m 12.63% 12.78% 12.89% 13,566 9,850 43 mths 28 mths 8.066% 7.974%Northern Ireland Total 0 102 2 m 1 m 0.04% 0.05% 0.04% 14,997 9,783 44 mths 28 mths 8.750% 8.747%Scotland Total 0 24,381 321 m 232 m 10.01% 9.84% 9.87% 13,171 9,515 43 mths 28 mths 7.835% 7.782%South East Total 0 55,271 738 m 524 m 22.69% 22.60% 22.28% 13,347 9,476 41 mths 27 mths 8.130% 8.062%South West Total 0 19,998 263 m 190 m 8.21% 8.04% 8.08% 13,130 9,497 42 mths 27 mths 8.012% 7.933%Wales Total 0 10,123 125 m 88 m 4.16% 3.83% 3.75% 12,344 8,713 43 mths 28 mths 8.061% 7.987%West Midlands Total 0 26,094 363 m 266 m 10.71% 11.12% 11.33% 13,910 10,205 42 mths 28 mths 8.122% 8.034%Yorkshire & Humberside Total 0 24,045 311 m 220 m 9.87% 9.53% 9.34% 12,933 9,131 43 mths 28 mths 8.333% 8.276%Other Total 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Total Portfolio 243,581 3,265 m 2,350 m 100.00% 100.00% 100.00% 13,402 9,650 42 mths 27 mths 8.089% 8.009%

Channel Islands HP, No Balloon 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%East HP, No Balloon 0 7,143 75 m 41 m 6.87% 7.09% 6.99% 10,453 5,797 46 mths 31 mths 9.311% 9.662%East Midlands HP, No Balloon 0 4,738 50 m 29 m 4.56% 4.76% 4.84% 10,588 6,051 47 mths 32 mths 9.555% 9.983%Isle of Man HP, No Balloon 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%London HP, No Balloon 0 3,153 34 m 19 m 3.03% 3.26% 3.16% 10,888 5,950 47 mths 31 mths 10.035% 10.350%North East HP, No Balloon 0 6,294 62 m 36 m 6.05% 5.92% 6.11% 9,915 5,754 49 mths 33 mths 9.358% 9.817%North West HP, No Balloon 0 12,180 123 m 69 m 11.71% 11.71% 11.72% 10,129 5,701 49 mths 33 mths 9.476% 9.891%Northern Ireland HP, No Balloon 0 66 1 m 0 m 0.06% 0.08% 0.08% 12,860 7,215 49 mths 33 mths 9.414% 9.824%Scotland HP, No Balloon 0 10,734 105 m 61 m 10.32% 9.98% 10.27% 9,797 5,669 48 mths 33 mths 9.175% 9.548%South East HP, No Balloon 0 24,816 248 m 137 m 23.86% 23.49% 23.03% 9,975 5,501 45 mths 30 mths 9.064% 9.432%South West HP, No Balloon 0 8,420 84 m 47 m 8.10% 7.97% 7.96% 9,974 5,606 47 mths 32 mths 9.318% 9.777%Wales HP, No Balloon 0 4,935 49 m 28 m 4.74% 4.64% 4.66% 9,914 5,600 48 mths 33 mths 9.232% 9.631%West Midlands HP, No Balloon 0 9,467 96 m 54 m 9.10% 9.10% 9.03% 10,124 5,652 47 mths 31 mths 9.315% 9.713%Yorkshire & Humberside HP, No Balloon 0 12,062 127 m 72 m 11.60% 12.01% 12.15% 10,490 5,973 47 mths 32 mths 9.207% 9.562%Other HP, No Balloon 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Sub Total HP, No Balloon 104,008 1,054 m 593 m 100.00% 100.00% 100.00% 10,132 5,699 47 mths 32 mths 9.282% 9.671%

Channel Islands HP, With Balloon 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%East HP, With Balloon 0 25 0 m 0 m 7.94% 8.28% 7.70% 18,523 5,873 46 mths 5 mths 11.139% 11.574%East Midlands HP, With Balloon 0 12 0 m 0 m 3.81% 4.11% 4.23% 19,140 6,724 47 mths 4 mths 10.729% 11.108%Isle of Man HP, With Balloon 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%London HP, With Balloon 0 5 0 m 0 m 1.59% 2.48% 1.62% 27,751 6,188 45 mths 1 mths 10.500% 9.414%North East HP, With Balloon 0 8 0 m 0 m 2.54% 2.79% 2.92% 19,476 6,969 49 mths 7 mths 9.762% 9.873%North West HP, With Balloon 0 57 1 m 0 m 18.10% 14.61% 15.38% 14,333 5,147 49 mths 5 mths 11.574% 11.686%Northern Ireland HP, With Balloon 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Scotland HP, With Balloon 0 29 1 m 0 m 9.21% 14.65% 12.78% 28,248 8,403 46 mths 4 mths 9.464% 9.523%South East HP, With Balloon 0 62 1 m 0 m 19.68% 17.38% 18.99% 15,677 5,843 47 mths 6 mths 11.196% 11.213%South West HP, With Balloon 0 13 0 m 0 m 4.13% 5.48% 4.64% 23,557 6,811 45 mths 4 mths 10.155% 10.752%Wales HP, With Balloon 0 28 0 m 0 m 8.89% 6.24% 6.43% 12,455 4,378 48 mths 6 mths 10.882% 10.875%West Midlands HP, With Balloon 0 32 1 m 0 m 10.16% 11.94% 10.61% 20,870 6,324 49 mths 5 mths 11.176% 11.031%Yorkshire & Humberside HP, With Balloon 0 44 1 m 0 m 13.97% 12.07% 14.71% 15,338 6,375 48 mths 7 mths 11.908% 11.852%Other HP, With Balloon 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Sub Total HP, With Balloon 315 6 m 2 m 100.00% 100.00% 100.00% 17,756 6,056 47 mths 5 mths 10.923% 11.056%

Channel Islands PCP 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%East PCP 0 12,225 193 m 154 m 8.78% 8.75% 8.80% 15,785 12,633 40 mths 26 mths 7.445% 7.373%East Midlands PCP 0 6,871 112 m 90 m 4.93% 5.09% 5.11% 16,345 13,055 41 mths 27 mths 7.502% 7.439%Isle of Man PCP 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%London PCP 0 5,203 89 m 70 m 3.74% 4.04% 3.97% 17,115 13,402 40 mths 25 mths 7.824% 7.742%North East PCP 0 7,130 108 m 88 m 5.12% 4.92% 4.98% 15,214 12,273 40 mths 26 mths 7.137% 7.084%North West PCP 0 18,523 293 m 233 m 13.30% 13.29% 13.28% 15,824 12,593 40 mths 26 mths 7.463% 7.398%Northern Ireland PCP 0 36 1 m 1 m 0.03% 0.03% 0.03% 18,914 14,491 39 mths 23 mths 7.921% 7.765%Scotland PCP 0 13,618 215 m 171 m 9.78% 9.76% 9.73% 15,799 12,549 40 mths 26 mths 7.174% 7.151%South East PCP 0 30,393 489 m 387 m 21.82% 22.19% 22.03% 16,096 12,728 40 mths 25 mths 7.650% 7.576%South West PCP 0 11,565 178 m 143 m 8.30% 8.08% 8.12% 15,415 12,334 40 mths 26 mths 7.392% 7.322%Wales PCP 0 5,160 76 m 60 m 3.71% 3.43% 3.44% 14,668 11,714 39 mths 25 mths 7.291% 7.229%West Midlands PCP 0 16,595 266 m 213 m 11.92% 12.08% 12.11% 16,057 12,811 40 mths 27 mths 7.686% 7.608%Yorkshire & Humberside PCP 0 11,939 184 m 147 m 8.57% 8.33% 8.39% 15,393 12,333 40 mths 26 mths 7.718% 7.639%Other PCP 0 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Sub Total PCP 139,258 2,205 m 1,756 m 100.00% 100.00% 100.00% 15,835 12,608 40 mths 26 mths 7.512% 7.445%

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4. Distribution by Vehicle Brand Make Split

Category

Count Original Principal

Current Principal

Count Distbution

Original Principal

Distribution

Current Principal

Distribution

Average Original Principal

Average Current Principal

Weighted Average Original Term

Weighted Average

Remaining Term

Weighted Avg Customer Yield

(by Original Principal)

Weighted Avg Customer Yield

(by Current Principal)

Audi Total 78,340 1,461 m 1,103 m 32.16% 44.76% 46.93% 18,652 14,080 44 mths 29 mths 8.530% 8.436%Bentley Total 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Seat Total 22,631 224 m 155 m 9.29% 6.86% 6.59% 9,889 6,840 43 mths 28 mths 7.894% 8.069%Skoda Total 24,267 222 m 140 m 9.96% 6.81% 5.95% 9,162 5,763 39 mths 26 mths 6.473% 6.791%Volksw agen Total 112,596 1,308 m 924 m 46.23% 40.08% 39.30% 11,620 8,204 40 mths 25 mths 7.812% 7.588%Other Total 5,747 49 m 29 m 2.36% 1.50% 1.24% 8,506 5,055 50 mths 34 mths 10.578% 10.710%Total Portfolio 243,581 3,265 m 2,350 m 100.00% 100.00% 100.00% 13,402 9,650 42 mths 27 mths 8.089% 8.009%

Audi HP, No Balloon 23,020 318 m 186 m 22.13% 30.22% 31.46% 13,833 8,101 48 mths 33 mths 10.182% 10.371%Bentley HP, No Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Seat HP, No Balloon 9,757 81 m 43 m 9.38% 7.73% 7.30% 8,349 4,436 48 mths 31 mths 8.105% 8.913%Skoda HP, No Balloon 16,453 131 m 66 m 15.82% 12.43% 11.21% 7,958 4,038 40 mths 25 mths 6.157% 6.677%Volksw agen HP, No Balloon 49,041 475 m 268 m 47.15% 45.04% 45.14% 9,677 5,456 47 mths 32 mths 9.608% 9.937%Other HP, No Balloon 5,737 48 m 29 m 5.52% 4.59% 4.89% 8,429 5,049 50 mths 34 mths 10.595% 10.715%Sub Total HP, No Balloon 104,008 1,054 m 593 m 100.00% 100.00% 100.00% 10,132 5,699 47 mths 32 mths 9.282% 9.671%

Audi HP, With Balloon 88 2 m 1 m 27.94% 37.14% 28.27% 23,607 6,127 47 mths 3 mths 10.750% 10.436%Bentley HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Seat HP, With Balloon 9 0 m 0 m 2.86% 1.95% 2.45% 12,138 5,191 48 mths 5 mths 10.452% 10.699%Skoda HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Volksw agen HP, With Balloon 208 3 m 1 m 66.03% 51.47% 64.96% 13,839 5,957 48 mths 6 mths 11.426% 11.482%Other HP, With Balloon 10 1 m 0 m 3.17% 9.44% 4.33% 52,783 8,255 41 mths 4 mths 8.961% 8.923%Sub Total HP, With Balloon 315 6 m 2 m 100.00% 100.00% 100.00% 17,756 6,056 47 mths 5 mths 10.923% 11.056%

Audi PCP 55,232 1,141 m 916 m 39.66% 51.73% 52.17% 20,652 16,584 43 mths 28 mths 8.065% 8.041%Bentley PCP 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Seat PCP 12,865 142 m 111 m 9.24% 6.45% 6.35% 11,055 8,664 40 mths 27 mths 7.772% 7.741%Skoda PCP 7,814 91 m 73 m 5.61% 4.14% 4.18% 11,695 9,393 39 mths 27 mths 6.924% 6.895%Volksw agen PCP 63,347 831 m 655 m 45.49% 37.68% 37.30% 13,117 10,339 36 mths 23 mths 6.773% 6.622%Other PCP 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Sub Total PCP 139,258 2,205 m 1,756 m 100.00% 100.00% 100.00% 15,835 12,608 40 mths 26 mths 7.512% 7.445%

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5. Distribution by New and Used Vehicles

Distribution of New/Used Vehicles

Category

Count Original Principal

Current Principal

Count Distbution

Original Principal

Distribution

Current Principal

Distribution

Average Original Principal

Average Current Principal

Weighted Average

Original Term

Weighted Average

Remaining Term

Weighted Avg Customer Yield

(by Original Principal)

Weighted Avg Customer Yield

(by Current Principal)

New Total 140,644 2,084 m 1,573 m 57.74% 63.84% 66.93% 14,819 11,185 40 mths 26 mths 6.814% 6.823%Used Total 102,937 1,180 m 777 m 42.26% 36.16% 33.07% 11,466 7,551 46 mths 30 mths 10.342% 10.411%Total Portfolio 243,581 3,265 m 2,350 m 100.00% 100.00% 100.00% 13,402 9,650 42 mths 27 mths 8.089% 8.009%

New HP, No Balloon 27,567 299 m 141 m 26.50% 28.33% 23.80% 10,831 5,118 43 mths 26 mths 6.565% 7.027%Used HP, No Balloon 76,441 755 m 452 m 73.50% 71.67% 76.20% 9,880 5,909 49 mths 33 mths 10.356% 10.497%Sub Total HP, No Balloon 104,008 1,054 m 593 m 100.00% 100.00% 100.00% 10,132 5,699 47 mths 32 mths 9.282% 9.671%

New HP, With Balloon 91 2 m 1 m 28.89% 33.77% 35.48% 20,757 7,437 48 mths 5 mths 10.701% 10.871%Used HP, With Balloon 224 4 m 1 m 71.11% 66.23% 64.52% 16,537 5,494 47 mths 6 mths 11.037% 11.159%Sub Total HP, With Balloon 315 6 m 2 m 100.00% 100.00% 100.00% 17,756 6,056 47 mths 5 mths 10.923% 11.056%

New PCP 112,986 1,784 m 1,431 m 81.13% 80.89% 81.52% 15,788 12,669 40 mths 26 mths 6.851% 6.801%Used PCP 26,272 421 m 324 m 18.87% 19.11% 18.48% 16,039 12,349 42 mths 26 mths 10.310% 10.287%Sub Total PCP 139,258 2,205 m 1,756 m 100.00% 100.00% 100.00% 15,835 12,608 40 mths 26 mths 7.512% 7.445%

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6. Distribution by Credit Band Distribution by Credit Band

Category

Count Original Principal

Current Principal

Count Distbution

Original Principal

Distribution

Current Principal

Distribution

Average Original Principal

Average Current Principal

Weighted Average

Original Term

Weighted Average

Remaining Term

Weighted Avg Customer Yield

(by Original Principal)

Weighted Avg Customer Yield

(by Current Principal)

A Total 181,399 2,405 m 1,760 m 74.47% 73.66% 74.88% 13,256 9,703 41 mths 27 mths 7.793% 7.756%B Total 38,528 554 m 384 m 15.82% 16.98% 16.33% 14,391 9,963 45 mths 28 mths 8.805% 8.663%C Total 19,397 258 m 180 m 7.96% 7.91% 7.64% 13,309 9,258 46 mths 29 mths 9.094% 8.925%D Total 4,219 47 m 27 m 1.73% 1.44% 1.14% 11,125 6,377 46 mths 28 mths 9.275% 9.148%Z Total 38 0 m 0 m 0.02% 0.01% 0.00% 10,194 468 58 mths 4 mths 10.259% 9.988%Total Portfolio 243,581 3,265 m 2,350 m 100.00% 100.00% 100.00% 13,402 9,650 42 mths 27 mths 8.089% 8.009%

A HP, No Balloon 72,029 712 m 399 m 69.25% 67.61% 67.33% 9,892 5,541 45 mths 31 mths 8.784% 9.253%B HP, No Balloon 18,596 204 m 117 m 17.88% 19.32% 19.74% 10,947 6,292 51 mths 33 mths 10.225% 10.414%C HP, No Balloon 10,241 108 m 63 m 9.85% 10.22% 10.59% 10,514 6,132 52 mths 34 mths 10.606% 10.809%D HP, No Balloon 3,107 30 m 14 m 2.99% 2.82% 2.33% 9,555 4,451 49 mths 30 mths 9.944% 10.296%Z HP, No Balloon 35 0 m 0 m 0.03% 0.03% 0.00% 10,234 595 60 mths 4 mths 10.426% 10.353%Sub Total HP, No Balloon 104,008 1,054 m 593 m 100.00% 100.00% 100.00% 10,132 5,699 47 mths 32 mths 9.282% 9.671%

A HP, With Balloon 151 2 m 1 m 47.94% 40.65% 48.27% 15,057 6,098 48 mths 6 mths 11.297% 11.274%B HP, With Balloon 95 2 m 1 m 30.16% 34.78% 32.46% 20,475 6,519 46 mths 5 mths 10.453% 10.773%C HP, With Balloon 47 1 m 0 m 14.92% 15.62% 13.98% 18,585 5,672 49 mths 5 mths 11.249% 11.127%D HP, With Balloon 22 1 m 0 m 6.98% 8.95% 5.29% 22,764 4,583 47 mths 3 mths 10.483% 10.625%Z HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Sub Total HP, With Balloon 315 6 m 2 m 100.00% 100.00% 100.00% 17,756 6,056 47 mths 5 mths 10.923% 11.056%

A PCP 109,219 1,690 m 1,360 m 78.43% 76.63% 77.46% 15,472 12,453 39 mths 26 mths 7.370% 7.314%B PCP 19,837 349 m 266 m 14.24% 15.82% 15.16% 17,592 13,422 42 mths 26 mths 7.967% 7.889%C PCP 9,109 150 m 117 m 6.54% 6.78% 6.64% 16,424 12,790 42 mths 27 mths 7.993% 7.905%D PCP 1,090 17 m 13 m 0.78% 0.76% 0.74% 15,365 11,903 41 mths 26 mths 8.053% 7.913%Z PCP 3 0 m 0 m 0.00% 0.00% 0.00% 9,731 (1,015) 39 mths 0 mths 8.209% 12.484%Sub Total PCP 139,258 2,205 m 1,756 m 100.00% 100.00% 100.00% 15,835 12,608 40 mths 26 mths 7.512% 7.445%

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7. Distribution by Original Principal Amount

Distribution of Original Principal

Increment

Count Original Principal

Current Principal

Count Distbution

Original Principal

Distribution

Current Principal

Distribution

Average Original Principal

Average Current Principal

Weighted Average

Original Term

Weighted Average

Remaining Term

Weighted Avg Customer Yield

(by Original Principal)

Weighted Avg Customer Yield

(by Current Principal)

a 0 - 2,500 Total 1,083 2 m 1 m 0.44% 0.07% 0.05% 2,049 1,138 28 mths 18 mths 8.792% 8.646%b 2,501 - 5,000 Total 13,729 59 m 31 m 5.64% 1.80% 1.32% 4,279 2,252 36 mths 23 mths 9.686% 9.893%c 5,001 - 7,500 Total 29,634 191 m 107 m 12.17% 5.85% 4.57% 6,443 3,624 41 mths 25 mths 8.930% 9.192%d 7,501 - 10,000 Total 44,674 397 m 263 m 18.34% 12.18% 11.20% 8,898 5,894 41 mths 26 mths 8.262% 8.261%e 10,001 - 12,500 Total 40,807 456 m 320 m 16.75% 13.97% 13.63% 11,179 7,851 42 mths 26 mths 8.253% 8.189%f 12,501 - 15,000 Total 32,346 446 m 321 m 13.28% 13.66% 13.68% 13,786 9,938 42 mths 27 mths 8.002% 7.919%g 15,001 - 17,500 Total 26,087 423 m 319 m 10.71% 12.96% 13.55% 16,213 12,211 42 mths 27 mths 7.785% 7.662%h 17,501 - 20,000 Total 18,288 342 m 258 m 7.51% 10.49% 10.99% 18,717 14,129 42 mths 27 mths 7.822% 7.724%i 20,001 - 25,000 Total 20,797 464 m 354 m 8.54% 14.21% 15.06% 22,308 17,018 43 mths 28 mths 7.891% 7.830%j 25,001 - 30,000 Total 10,472 285 m 221 m 4.30% 8.72% 9.40% 27,168 21,104 44 mths 30 mths 7.834% 7.780%k 30,001 - 35,000 Total 3,709 119 m 93 m 1.52% 3.65% 3.98% 32,095 25,196 45 mths 31 mths 8.121% 8.057%l 35,001 - 40,000 Total 1,189 44 m 35 m 0.49% 1.35% 1.47% 37,166 29,046 45 mths 32 mths 8.214% 8.102%m > 40,000 Total 766 36 m 26 m 0.31% 1.11% 1.10% 47,102 33,863 45 mths 32 mths 8.503% 8.391%Total Portfolio Total 243,581 3,265 m 2,350 m 100.00% 100.00% 100.00% 13,402 9,650 42 mths 27 mths 8.089% 8.009%

a 0 - 2,500 HP, No Balloon 1,083 2 m 1 m 1.04% 0.21% 0.21% 2,049 1,138 28 mths 18 mths 8.792% 8.646%b 2,501 - 5,000 HP, No Balloon 13,512 58 m 30 m 12.99% 5.48% 5.10% 4,273 2,236 36 mths 23 mths 9.712% 9.934%c 5,001 - 7,500 HP, No Balloon 24,275 155 m 81 m 23.34% 14.75% 13.68% 6,404 3,341 41 mths 26 mths 9.252% 9.746%d 7,501 - 10,000 HP, No Balloon 23,559 208 m 112 m 22.65% 19.78% 18.88% 8,847 4,750 45 mths 29 mths 9.073% 9.547%e 10,001 - 12,500 HP, No Balloon 15,505 174 m 99 m 14.91% 16.52% 16.66% 11,226 6,368 49 mths 32 mths 9.429% 9.790%f 12,501 - 15,000 HP, No Balloon 11,016 152 m 88 m 10.59% 14.40% 14.81% 13,774 7,970 50 mths 34 mths 9.167% 9.577%g 15,001 - 17,500 HP, No Balloon 5,948 96 m 57 m 5.72% 9.13% 9.70% 16,176 9,664 51 mths 35 mths 9.319% 9.676%h 17,501 - 20,000 HP, No Balloon 3,802 72 m 42 m 3.66% 6.79% 7.15% 18,809 11,142 50 mths 34 mths 9.177% 9.530%i 20,001 - 25,000 HP, No Balloon 3,393 76 m 46 m 3.26% 7.18% 7.74% 22,298 13,529 51 mths 36 mths 9.393% 9.721%j 25,001 - 30,000 HP, No Balloon 1,150 31 m 19 m 1.11% 2.97% 3.19% 27,192 16,432 51 mths 36 mths 9.595% 9.821%k 30,001 - 35,000 HP, No Balloon 403 13 m 8 m 0.39% 1.23% 1.36% 32,208 19,952 50 mths 36 mths 9.685% 9.854%l 35,001 - 40,000 HP, No Balloon 162 6 m 3 m 0.16% 0.57% 0.58% 37,330 21,198 50 mths 35 mths 9.499% 9.656%m > 40,000 HP, No Balloon 200 10 m 6 m 0.19% 0.99% 0.95% 52,212 28,130 48 mths 34 mths 8.830% 9.136%Sub Total HP, No Balloon 104,008 1,054 m 593 m 100.00% 100.00% 100.00% 10,132 5,699 47 mths 32 mths 9.282% 9.671%

a 0 - 2,500 HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%b 2,501 - 5,000 HP, With Balloon 1 0 m 0 m 0.32% 0.09% 0.10% 4,815 1,992 49 mths 1 mths 14.193% 14.193%c 5,001 - 7,500 HP, With Balloon 12 0 m 0 m 3.81% 1.45% 1.84% 6,751 2,918 46 mths 7 mths 11.674% 11.413%d 7,501 - 10,000 HP, With Balloon 40 0 m 0 m 12.70% 6.41% 7.60% 8,958 3,624 47 mths 6 mths 11.568% 11.691%e 10,001 - 12,500 HP, With Balloon 62 1 m 0 m 19.68% 12.62% 15.76% 11,380 4,849 48 mths 6 mths 11.613% 11.666%f 12,501 - 15,000 HP, With Balloon 51 1 m 0 m 16.19% 12.65% 13.57% 13,869 5,077 48 mths 6 mths 11.454% 11.478%g 15,001 - 17,500 HP, With Balloon 43 1 m 0 m 13.65% 12.38% 14.72% 16,107 6,531 49 mths 6 mths 11.514% 11.492%h 17,501 - 20,000 HP, With Balloon 23 0 m 0 m 7.30% 7.63% 8.78% 18,565 7,278 49 mths 5 mths 11.337% 11.302%i 20,001 - 25,000 HP, With Balloon 34 1 m 0 m 10.79% 13.49% 14.36% 22,186 8,058 49 mths 6 mths 10.885% 10.817%j 25,001 - 30,000 HP, With Balloon 25 1 m 0 m 7.94% 12.21% 10.89% 27,325 8,312 48 mths 3 mths 10.517% 10.394%k 30,001 - 35,000 HP, With Balloon 10 0 m 0 m 3.17% 5.67% 6.44% 31,710 12,292 49 mths 2 mths 9.882% 9.996%l 35,001 - 40,000 HP, With Balloon 3 0 m 0 m 0.95% 2.00% 2.56% 37,336 16,292 49 mths 3 mths 9.328% 9.332%m > 40,000 HP, With Balloon 11 1 m 0 m 3.49% 13.41% 3.37% 68,180 5,836 42 mths 5 mths 9.670% 8.742%Sub Total HP, With Balloon 315 6 m 2 m 100.00% 100.00% 100.00% 17,756 6,056 47 mths 5 mths 10.923% 11.056%

a 0 - 2,500 PCP 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%b 2,501 - 5,000 PCP 216 1 m 1 m 0.16% 0.05% 0.04% 4,662 3,244 36 mths 13 mths 8.184% 8.128%c 5,001 - 7,500 PCP 5,347 35 m 26 m 3.84% 1.61% 1.49% 6,619 4,907 37 mths 20 mths 7.507% 7.474%d 7,501 - 10,000 PCP 21,075 189 m 151 m 15.13% 8.56% 8.62% 8,954 7,178 37 mths 23 mths 7.359% 7.306%e 10,001 - 12,500 PCP 25,240 281 m 221 m 18.12% 12.76% 12.61% 11,150 8,769 38 mths 24 mths 7.517% 7.471%f 12,501 - 15,000 PCP 21,279 293 m 233 m 15.28% 13.31% 13.29% 13,792 10,969 38 mths 24 mths 7.391% 7.292%g 15,001 - 17,500 PCP 20,096 326 m 261 m 14.43% 14.79% 14.85% 16,225 12,977 39 mths 25 mths 7.324% 7.214%h 17,501 - 20,000 PCP 14,463 270 m 216 m 10.39% 12.26% 12.29% 18,693 14,925 40 mths 26 mths 7.458% 7.366%i 20,001 - 25,000 PCP 17,370 388 m 308 m 12.47% 17.57% 17.53% 22,310 17,717 41 mths 27 mths 7.592% 7.546%j 25,001 - 30,000 PCP 9,297 253 m 202 m 6.68% 11.45% 11.50% 27,165 21,716 44 mths 30 mths 7.609% 7.586%k 30,001 - 35,000 PCP 3,296 106 m 85 m 2.37% 4.80% 4.86% 32,082 25,876 44 mths 31 mths 7.923% 7.885%l 35,001 - 40,000 PCP 1,024 38 m 31 m 0.74% 1.72% 1.77% 37,140 30,325 44 mths 31 mths 8.006% 7.928%m > 40,000 PCP 555 25 m 20 m 0.40% 1.13% 1.15% 44,843 36,485 44 mths 32 mths 8.330% 8.183%Sub Total PCP 139,258 2,205 m 1,756 m 100.00% 100.00% 100.00% 15,835 12,608 40 mths 26 mths 7.512% 7.445%

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8. Distribution by Current Principal Balance Distribution of Current Principal

Increment

Count Original Principal

Current Principal

Count Distbution

Original Principal

Distribution

Current Principal

Distribution

Average Original Principal

Average Current Principal

Weighted Average

Original Term

Weighted Average

Remaining Term

Weighted Avg Customer Yield

(by Original Principal)

Weighted Avg Customer Yield

(by Current Principal)

a 0 - 2,500 Total 27,253 197 m 37 m 11.19% 6.05% 1.57% 7,242 1,354 39 mths 10 mths 8.158% 8.422%b 2,501 - 5,000 Total 34,500 274 m 130 m 14.16% 8.39% 5.53% 7,939 3,766 42 mths 19 mths 8.736% 9.028%c 5,001 - 7,500 Total 40,201 397 m 254 m 16.50% 12.16% 10.82% 9,877 6,328 43 mths 22 mths 8.677% 8.700%d 7,501 - 10,000 Total 43,053 506 m 374 m 17.68% 15.50% 15.92% 11,756 8,690 42 mths 26 mths 8.248% 8.188%e 10,001 - 12,500 Total 30,608 446 m 343 m 12.57% 13.66% 14.59% 14,567 11,206 42 mths 26 mths 8.198% 8.151%f 12,501 - 15,000 Total 24,452 417 m 334 m 10.04% 12.78% 14.23% 17,064 13,676 42 mths 27 mths 7.674% 7.598%g 15,001 - 17,500 Total 16,058 315 m 259 m 6.59% 9.63% 11.04% 19,587 16,156 42 mths 29 mths 7.631% 7.550%h 17,501 - 20,000 Total 10,034 223 m 187 m 4.12% 6.82% 7.97% 22,176 18,665 43 mths 30 mths 7.721% 7.659%i 20,001 - 25,000 Total 11,165 285 m 247 m 4.58% 8.73% 10.52% 25,519 22,141 44 mths 33 mths 7.706% 7.659%j 25,001 - 30,000 Total 4,324 130 m 117 m 1.78% 4.00% 4.97% 30,171 27,043 45 mths 37 mths 7.800% 7.772%k 30,001 - 35,000 Total 1,291 46 m 41 m 0.53% 1.41% 1.76% 35,571 31,971 45 mths 37 mths 7.945% 7.923%l 35,001 - 40,000 Total 414 17 m 15 m 0.17% 0.52% 0.65% 40,876 36,904 46 mths 38 mths 8.020% 7.990%m > 40,000 Total 228 12 m 10 m 0.09% 0.36% 0.44% 51,263 45,207 47 mths 39 mths 8.164% 8.117%Total Portfolio 243,581 3,265 m 2,350 m 100.00% 100.00% 100.00% 13,402 9,650 42 mths 27 mths 8.089% 8.009%

a 0 - 2,500 HP, No Balloon 26,160 181 m 36 m 25.15% 17.22% 6.14% 6,937 1,391 39 mths 10 mths 8.148% 8.442%b 2,501 - 5,000 HP, No Balloon 29,725 237 m 111 m 28.58% 22.52% 18.66% 7,982 3,721 43 mths 21 mths 8.880% 9.239%c 5,001 - 7,500 HP, No Balloon 20,751 209 m 128 m 19.95% 19.85% 21.59% 10,079 6,168 47 mths 29 mths 9.504% 9.712%d 7,501 - 10,000 HP, No Balloon 12,522 155 m 108 m 12.04% 14.69% 18.25% 12,359 8,639 50 mths 35 mths 9.882% 9.968%e 10,001 - 12,500 HP, No Balloon 6,848 103 m 76 m 6.58% 9.73% 12.87% 14,980 11,141 52 mths 38 mths 9.841% 9.915%f 12,501 - 15,000 HP, No Balloon 3,741 66 m 51 m 3.60% 6.23% 8.59% 17,545 13,617 53 mths 41 mths 9.952% 10.001%g 15,001 - 17,500 HP, No Balloon 1,977 40 m 32 m 1.90% 3.84% 5.38% 20,486 16,129 53 mths 42 mths 9.818% 9.860%h 17,501 - 20,000 HP, No Balloon 1,026 24 m 19 m 0.99% 2.26% 3.22% 23,162 18,592 54 mths 43 mths 9.980% 10.001%i 20,001 - 25,000 HP, No Balloon 868 23 m 19 m 0.83% 2.22% 3.22% 27,001 21,975 54 mths 44 mths 10.019% 10.055%j 25,001 - 30,000 HP, No Balloon 230 8 m 6 m 0.22% 0.73% 1.05% 33,449 27,168 52 mths 44 mths 9.695% 9.812%k 30,001 - 35,000 HP, No Balloon 83 3 m 3 m 0.08% 0.31% 0.45% 38,731 32,138 55 mths 45 mths 9.761% 9.843%l 35,001 - 40,000 HP, No Balloon 25 1 m 1 m 0.02% 0.11% 0.16% 47,346 37,088 56 mths 43 mths 9.319% 9.337%m > 40,000 HP, No Balloon 52 3 m 2 m 0.05% 0.30% 0.41% 59,850 47,285 52 mths 40 mths 9.266% 9.322%Sub Total HP, No Balloon 104,008 1,054 m 593 m 100.00% 100.00% 100.00% 10,132 5,699 47 mths 32 mths 9.282% 9.671%

a 0 - 2,500 HP, With Balloon 55 1 m 0 m 17.46% 24.23% 0.44% 24,641 151 44 mths 3 mths 10.554% 11.794%b 2,501 - 5,000 HP, With Balloon 65 1 m 0 m 20.63% 11.91% 14.25% 10,246 4,182 48 mths 5 mths 11.519% 11.536%c 5,001 - 7,500 HP, With Balloon 108 1 m 1 m 34.29% 26.75% 34.63% 13,852 6,116 48 mths 6 mths 11.359% 11.379%d 7,501 - 10,000 HP, With Balloon 42 1 m 0 m 13.33% 14.72% 19.37% 19,604 8,796 49 mths 5 mths 11.507% 11.616%e 10,001 - 12,500 HP, With Balloon 25 1 m 0 m 7.94% 11.26% 14.72% 25,185 11,230 49 mths 6 mths 10.378% 10.381%f 12,501 - 15,000 HP, With Balloon 12 0 m 0 m 3.81% 5.75% 8.38% 26,811 13,318 47 mths 5 mths 10.318% 10.476%g 15,001 - 17,500 HP, With Balloon 3 0 m 0 m 0.95% 1.57% 2.54% 29,252 16,156 49 mths 3 mths 9.548% 9.574%h 17,501 - 20,000 HP, With Balloon 4 0 m 0 m 1.27% 2.83% 3.83% 39,585 18,247 48 mths 1 mths 9.479% 9.595%i 20,001 - 25,000 HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%j 25,001 - 30,000 HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%k 30,001 - 35,000 HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%l 35,001 - 40,000 HP, With Balloon 1 0 m 0 m 0.32% 0.98% 1.86% 55,000 35,446 49 mths 6 mths 8.365% 8.365%m > 40,000 HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Sub Total HP, With Balloon 315 6 m 2 m 100.00% 100.00% 100.00% 17,756 6,056 47 mths 5 mths 10.923% 11.056%

a 0 - 2,500 PCP 1,038 15 m 1 m 0.75% 0.66% 0.03% 14,016 491 38 mths 7 mths 8.061% 6.988%b 2,501 - 5,000 PCP 4,710 36 m 19 m 3.38% 1.63% 1.08% 7,638 4,041 37 mths 10 mths 7.731% 7.765%c 5,001 - 7,500 PCP 19,342 186 m 126 m 13.89% 8.45% 7.16% 9,637 6,501 38 mths 15 mths 7.728% 7.656%d 7,501 - 10,000 PCP 30,489 351 m 266 m 21.89% 15.90% 15.13% 11,497 8,711 38 mths 22 mths 7.519% 7.459%e 10,001 - 12,500 PCP 23,735 343 m 266 m 17.04% 15.54% 15.17% 14,436 11,224 39 mths 22 mths 7.702% 7.644%f 12,501 - 15,000 PCP 20,699 351 m 283 m 14.86% 15.93% 16.13% 16,972 13,687 39 mths 25 mths 7.245% 7.164%g 15,001 - 17,500 PCP 14,078 274 m 227 m 10.11% 12.42% 12.96% 19,459 16,160 40 mths 27 mths 7.308% 7.226%h 17,501 - 20,000 PCP 9,004 199 m 168 m 6.47% 9.01% 9.58% 22,056 18,674 41 mths 29 mths 7.450% 7.392%i 20,001 - 25,000 PCP 10,297 261 m 228 m 7.39% 11.86% 12.99% 25,394 22,155 43 mths 32 mths 7.498% 7.459%j 25,001 - 30,000 PCP 4,094 123 m 111 m 2.94% 5.57% 6.30% 29,987 27,036 45 mths 37 mths 7.681% 7.656%k 30,001 - 35,000 PCP 1,208 43 m 39 m 0.87% 1.94% 2.20% 35,354 31,959 44 mths 36 mths 7.808% 7.791%l 35,001 - 40,000 PCP 388 16 m 14 m 0.28% 0.71% 0.82% 40,422 36,895 45 mths 37 mths 7.920% 7.902%m > 40,000 PCP 176 9 m 8 m 0.13% 0.39% 0.45% 48,726 44,593 45 mths 38 mths 7.765% 7.739%Sub Total PCP 139,258 2,205 m 1,756 m 100.00% 100.00% 100.00% 15,835 12,608 40 mths 26 mths 7.512% 7.445%

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9. Distribution by Original Term

Distribution by Original Maturity

Increment

Count Original Principal

Current Principal

Count Distbution

Original Principal

Distribution

Current Principal

Distribution

Average Original Principal

Average Current Principal

Weighted Average

Original Term

Weighted Average

Remaining Term

Weighted Avg Customer Yield

(by Original Principal)

Weighted Avg Customer Yield

(by Current Principal)

a <= 6 mths Total 2 0 m 0 m 0.00% 0.00% 0.00% 11,306 8,730 6 mths 4 mths 1.871% 1.412%b 7 - 12 mths Total 468 2 m 1 m 0.19% 0.06% 0.04% 4,015 1,871 12 mths 7 mths 5.643% 6.740%c 13 - 18 mths Total 817 9 m 6 m 0.34% 0.29% 0.27% 11,415 7,802 18 mths 12 mths 6.217% 6.405%d 19 - 24 mths Total 13,393 115 m 67 m 5.50% 3.52% 2.87% 8,584 5,030 24 mths 14 mths 6.668% 6.925%e 25 - 30 mths Total 2,560 25 m 16 m 1.05% 0.78% 0.69% 9,941 6,373 28 mths 15 mths 8.746% 8.747%f 31 - 36 mths Total 104,736 1,309 m 945 m 43.00% 40.10% 40.21% 12,498 9,024 36 mths 22 mths 6.977% 6.913%g 37 - 42 mths Total 36,078 501 m 380 m 14.81% 15.34% 16.18% 13,884 10,544 39 mths 24 mths 8.289% 8.193%h 43 - 48 mths Total 40,926 679 m 505 m 16.80% 20.80% 21.51% 16,588 12,351 48 mths 34 mths 8.135% 7.958%i 49 - 54 mths Total 11,538 222 m 166 m 4.74% 6.81% 7.07% 19,281 14,409 49 mths 32 mths 10.145% 10.082%j 55 - 60 mths Total 28,606 348 m 229 m 11.74% 10.67% 9.73% 12,180 7,998 60 mths 41 mths 10.665% 10.744%k 61 - 66 mths Total 4,457 53 m 33 m 1.83% 1.63% 1.42% 11,931 7,511 61 mths 40 mths 10.703% 10.809%l 67 - 72 mths Total 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%m > 72 mths Total 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Total Portfolio 243,581 3,265 m 2,350 m 100.00% 100.00% 100.00% 13,402 9,650 42 mths 27 mths 8.089% 8.009%

a <= 6 mths HP, No Balloon 1 0 m 0 m 0.00% 0.00% 0.00% 5,000 268 6 mths 1 mths 3.607% 3.607%b 7 - 12 mths HP, No Balloon 457 2 m 1 m 0.44% 0.16% 0.13% 3,767 1,714 12 mths 7 mths 5.440% 6.601%c 13 - 18 mths HP, No Balloon 311 2 m 1 m 0.30% 0.19% 0.14% 6,577 2,695 17 mths 10 mths 7.117% 9.161%d 19 - 24 mths HP, No Balloon 11,103 78 m 37 m 10.68% 7.44% 6.30% 7,061 3,363 24 mths 14 mths 6.231% 6.332%e 25 - 30 mths HP, No Balloon 1,581 11 m 5 m 1.52% 1.06% 0.89% 7,043 3,340 28 mths 17 mths 9.075% 9.224%f 31 - 36 mths HP, No Balloon 32,844 300 m 142 m 31.58% 28.52% 24.03% 9,149 4,337 36 mths 21 mths 7.561% 7.996%g 37 - 42 mths HP, No Balloon 3,875 34 m 17 m 3.73% 3.22% 2.86% 8,762 4,372 39 mths 24 mths 9.604% 9.960%h 43 - 48 mths HP, No Balloon 17,946 195 m 110 m 17.25% 18.51% 18.60% 10,871 6,143 48 mths 31 mths 10.127% 10.249%i 49 - 54 mths HP, No Balloon 2,827 29 m 17 m 2.72% 2.78% 2.80% 10,378 5,867 50 mths 32 mths 10.520% 10.667%j 55 - 60 mths HP, No Balloon 28,606 348 m 229 m 27.50% 33.06% 38.60% 12,180 7,998 60 mths 41 mths 10.665% 10.744%k 61 - 66 mths HP, No Balloon 4,457 53 m 33 m 4.29% 5.05% 5.65% 11,931 7,511 61 mths 40 mths 10.703% 10.809%l 67 - 72 mths HP, No Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%m > 72 mths HP, No Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Sub Total HP, No Balloon 104,008 1,054 m 593 m 100.00% 100.00% 100.00% 10,132 5,699 47 mths 32 mths 9.282% 9.671%

a <= 6 mths HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%b 7 - 12 mths HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%c 13 - 18 mths HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%d 19 - 24 mths HP, With Balloon 1 0 m 0 m 0.32% 0.17% 0.00% 9,675 0 22 mths 0 mths 13.619% 0.000%e 25 - 30 mths HP, With Balloon 1 0 m 0 m 0.32% 1.59% 0.00% 89,000 0 25 mths 0 mths 8.873% 0.000%f 31 - 36 mths HP, With Balloon 10 0 m 0 m 3.17% 2.60% 0.29% 14,566 554 36 mths 6 mths 11.746% 13.713%g 37 - 42 mths HP, With Balloon 19 0 m 0 m 6.03% 7.83% 4.22% 23,051 4,234 38 mths 5 mths 10.409% 11.871%h 43 - 48 mths HP, With Balloon 43 1 m 0 m 13.65% 12.73% 13.55% 16,555 6,011 48 mths 6 mths 11.100% 11.093%i 49 - 54 mths HP, With Balloon 241 4 m 2 m 76.51% 75.07% 81.94% 17,423 6,486 49 mths 5 mths 10.956% 10.999%j 55 - 60 mths HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%k 61 - 66 mths HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%l 67 - 72 mths HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%m > 72 mths HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Sub Total HP, With Balloon 315 6 m 2 m 100.00% 100.00% 100.00% 17,756 6,056 47 mths 5 mths 10.923% 11.056%

a <= 6 mths PCP 1 0 m 0 m 0.00% 0.00% 0.00% 17,611 17,191 6 mths 4 mths 1.378% 1.378%b 7 - 12 mths PCP 11 0 m 0 m 0.01% 0.01% 0.01% 14,306 8,409 10 mths 6 mths 7.874% 7.918%c 13 - 18 mths PCP 506 7 m 6 m 0.36% 0.33% 0.32% 14,388 10,941 18 mths 13 mths 5.964% 5.988%d 19 - 24 mths PCP 2,289 37 m 30 m 1.64% 1.66% 1.71% 15,971 13,117 24 mths 13 mths 7.604% 7.662%e 25 - 30 mths PCP 978 14 m 11 m 0.70% 0.65% 0.63% 14,545 11,283 27 mths 14 mths 8.486% 8.518%f 31 - 36 mths PCP 71,882 1,008 m 803 m 51.62% 45.73% 45.71% 14,028 11,166 36 mths 22 mths 6.802% 6.721%g 37 - 42 mths PCP 32,184 467 m 363 m 23.11% 21.16% 20.70% 14,496 11,290 39 mths 24 mths 8.191% 8.110%h 43 - 48 mths PCP 22,937 483 m 395 m 16.47% 21.91% 22.50% 21,062 17,220 48 mths 34 mths 7.327% 7.317%i 49 - 54 mths PCP 8,470 189 m 148 m 6.08% 8.57% 8.44% 22,305 17,486 49 mths 32 mths 10.068% 10.007%j 55 - 60 mths PCP 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%k 61 - 66 mths PCP 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%l 67 - 72 mths PCP 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%m > 72 mths PCP 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Sub Total PCP 139,258 2,205 m 1,756 m 100.00% 100.00% 100.00% 15,835 12,608 40 mths 26 mths 7.512% 7.445%

- 75 -

10. Distribution by Remaining Term

Distribution by Remaining Maturity

Increment

Count Original Principal

Current Principal

Count Distbution

Original Principal

Distribution

Current Principal

Distribution

Average Original Principal

Average Current Principal

Weighted Average

Original Term

Weighted Average

Remaining Term

Weighted Avg Customer Yield

(by Original Principal)

Weighted Avg Customer Yield

(by Current Principal)

a <= 6 mths Total 23,768 274 m 100 m 9.76% 8.39% 4.25% 11,528 4,202 37 mths 4 mths 8.179% 8.461%b 7 - 12 mths Total 33,260 404 m 207 m 13.65% 12.38% 8.80% 12,155 6,217 38 mths 10 mths 7.807% 7.810%c 13 - 18 mths Total 37,081 458 m 289 m 15.22% 14.02% 12.28% 12,344 7,784 39 mths 16 mths 7.909% 7.802%d 19 - 24 mths Total 39,282 519 m 373 m 16.13% 15.89% 15.87% 13,205 9,497 40 mths 22 mths 8.070% 7.912%e 25 - 30 mths Total 38,083 525 m 423 m 15.63% 16.08% 18.00% 13,785 11,110 41 mths 28 mths 7.576% 7.387%f 31 - 36 mths Total 35,255 510 m 444 m 14.47% 15.63% 18.89% 14,477 12,593 43 mths 33 mths 7.835% 7.649%g 37 - 42 mths Total 17,324 271 m 237 m 7.11% 8.30% 10.09% 15,642 13,691 50 mths 40 mths 8.719% 8.606%h 43 - 48 mths Total 12,579 215 m 197 m 5.16% 6.59% 8.39% 17,098 15,685 52 mths 45 mths 8.855% 8.737%i 49 - 54 mths Total 4,702 60 m 53 m 1.93% 1.82% 2.25% 12,659 11,261 60 mths 52 mths 10.866% 10.878%j 55 - 60 mths Total 2,247 29 m 28 m 0.92% 0.88% 1.17% 12,839 12,287 60 mths 57 mths 10.857% 10.862%k 61 - 66 mths Total 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%l 67 - 72 mths Total 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%m > 72 mths Total 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Total Portfolio 243,581 3,265 m 2,350 m 100.00% 100.00% 100.00% 13,402 9,650 42 mths 27 mths 8.089% 8.009%

a <= 6 mths HP, No Balloon 12,558 111 m 13 m 12.07% 10.50% 2.25% 8,813 1,063 37 mths 5 mths 7.613% 7.593%b 7 - 12 mths HP, No Balloon 15,836 142 m 42 m 15.23% 13.47% 7.08% 8,965 2,652 38 mths 10 mths 7.696% 7.556%c 13 - 18 mths HP, No Balloon 15,558 140 m 64 m 14.96% 13.33% 10.79% 9,028 4,110 40 mths 16 mths 8.348% 8.158%d 19 - 24 mths HP, No Balloon 14,911 145 m 82 m 14.34% 13.81% 13.76% 9,756 5,471 44 mths 22 mths 9.359% 9.181%e 25 - 30 mths HP, No Balloon 13,028 133 m 87 m 12.53% 12.65% 14.72% 10,235 6,698 48 mths 28 mths 9.603% 9.469%f 31 - 36 mths HP, No Balloon 11,058 122 m 87 m 10.63% 11.58% 14.73% 11,034 7,893 52 mths 33 mths 10.159% 10.071%g 37 - 42 mths HP, No Balloon 7,431 89 m 68 m 7.14% 8.40% 11.48% 11,914 9,160 56 mths 40 mths 10.568% 10.571%h 43 - 48 mths HP, No Balloon 6,680 83 m 69 m 6.42% 7.87% 11.59% 12,419 10,285 58 mths 45 mths 10.803% 10.808%i 49 - 54 mths HP, No Balloon 4,701 60 m 53 m 4.52% 5.65% 8.93% 12,659 11,260 60 mths 52 mths 10.866% 10.879%j 55 - 60 mths HP, No Balloon 2,247 29 m 28 m 2.16% 2.74% 4.66% 12,839 12,287 60 mths 57 mths 10.857% 10.862%k 61 - 66 mths HP, No Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%l 67 - 72 mths HP, No Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%m > 72 mths HP, No Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Sub Total HP, No Balloon 104,008 1,054 m 593 m 100.00% 100.00% 100.00% 10,132 5,699 47 mths 32 mths 9.282% 9.671%

a <= 6 mths HP, With Balloon 227 4 m 1 m 72.06% 75.16% 66.61% 18,518 5,597 47 mths 3 mths 10.879% 10.948%b 7 - 12 mths HP, With Balloon 73 1 m 1 m 23.17% 21.02% 26.82% 16,108 7,009 49 mths 9 mths 11.077% 11.344%c 13 - 18 mths HP, With Balloon 15 0 m 0 m 4.76% 3.82% 6.57% 14,243 8,355 49 mths 14 mths 10.961% 10.987%d 19 - 24 mths HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%e 25 - 30 mths HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%f 31 - 36 mths HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%g 37 - 42 mths HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%h 43 - 48 mths HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%i 49 - 54 mths HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%j 55 - 60 mths HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%k 61 - 66 mths HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%l 67 - 72 mths HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%m > 72 mths HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Sub Total HP, With Balloon 315 6 m 2 m 100.00% 100.00% 100.00% 17,756 6,056 47 mths 5 mths 10.923% 11.056%

a <= 6 mths PCP 10,983 159 m 85 m 7.89% 7.22% 4.86% 14,489 7,763 37 mths 4 mths 8.501% 8.559%b 7 - 12 mths PCP 17,351 261 m 164 m 12.46% 11.84% 9.36% 15,051 9,467 37 mths 10 mths 7.852% 7.864%c 13 - 18 mths PCP 21,508 317 m 225 m 15.44% 14.38% 12.79% 14,741 10,442 38 mths 16 mths 7.712% 7.699%d 19 - 24 mths PCP 24,371 373 m 291 m 17.50% 16.93% 16.60% 15,315 11,960 39 mths 22 mths 7.568% 7.556%e 25 - 30 mths PCP 25,055 392 m 336 m 17.99% 17.76% 19.13% 15,631 13,404 39 mths 28 mths 6.886% 6.846%f 31 - 36 mths PCP 24,197 388 m 357 m 17.38% 17.61% 20.31% 16,050 14,741 41 mths 33 mths 7.105% 7.056%g 37 - 42 mths PCP 9,893 182 m 169 m 7.10% 8.27% 9.63% 18,442 17,095 47 mths 40 mths 7.822% 7.815%h 43 - 48 mths PCP 5,899 132 m 129 m 4.24% 5.99% 7.32% 22,396 21,799 48 mths 45 mths 7.633% 7.630%i 49 - 54 mths PCP 1 0 m 0 m 0.00% 0.00% 0.00% 14,600 14,606 50 mths 49 mths 9.243% 9.243%j 55 - 60 mths PCP 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%k 61 - 66 mths PCP 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%l 67 - 72 mths PCP 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%m > 72 mths PCP 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Sub Total PCP 139,258 2,205 m 1,756 m 100.00% 100.00% 100.00% 15,835 12,608 40 mths 26 mths 7.512% 7.445%

- 76 -

11. Distribution by Seasoning Distribution by Seasoning

Increment

Count Original Principal

Current Principal

Count Distbution

Original Principal

Distribution

Current Principal

Distribution

Average Original Principal

Average Current Principal

Weighted Average

Original Term

Weighted Average

Remaining Term

Weighted Avg Customer Yield

(by Original Principal)

Weighted Avg Customer Yield

(by Current Principal)

a <= 6 mths Total 41,180 591 m 564 m 16.91% 18.10% 23.97% 14,353 13,684 41 mths 38 mths 7.310% 7.311%b 7 - 12 mths Total 45,542 623 m 535 m 18.70% 19.08% 22.77% 13,675 11,751 41 mths 32 mths 7.739% 7.753%c 13 - 18 mths Total 46,931 634 m 482 m 19.27% 19.41% 20.49% 13,499 10,264 41 mths 27 mths 8.181% 8.233%d 19 - 24 mths Total 40,707 520 m 339 m 16.71% 15.93% 14.43% 12,776 8,334 41 mths 21 mths 8.002% 8.120%e 25 - 30 mths Total 33,126 443 m 248 m 13.60% 13.57% 10.56% 13,376 7,492 43 mths 16 mths 8.385% 8.532%f 31 - 36 mths Total 21,470 270 m 123 m 8.81% 8.27% 5.22% 12,580 5,717 44 mths 12 mths 8.910% 9.230%g 37 - 42 mths Total 8,341 108 m 42 m 3.42% 3.31% 1.80% 12,937 5,081 51 mths 12 mths 9.615% 9.638%h 43 - 48 mths Total 3,904 48 m 14 m 1.60% 1.47% 0.58% 12,323 3,501 53 mths 9 mths 9.898% 9.935%i 49 - 54 mths Total 1,573 18 m 3 m 0.65% 0.56% 0.14% 11,636 2,145 58 mths 8 mths 10.443% 10.611%j 55 - 60 mths Total 740 9 m 1 m 0.30% 0.27% 0.02% 11,723 740 58 mths 4 mths 10.091% 10.249%k 61 - 66 mths Total 32 0 m 0 m 0.01% 0.01% 0.00% 14,554 (685) 50 mths 0 mths 9.740% 7.841%l 67 - 72 mths Total 14 0 m 0 m 0.01% 0.01% 0.00% 16,142 0 44 mths 0 mths 7.914% 0.000%m > 72 mths Total 21 0 m 0 m 0.01% 0.01% 0.00% 12,466 147 49 mths 0 mths 9.783% 11.201%Total Portfolio 243,581 3,265 m 2,350 m 100.00% 100.00% 100.00% 13,402 9,650 42 mths 27 mths 8.089% 8.009%

a <= 6 mths HP, No Balloon 10,856 104 m 95 m 10.44% 9.91% 16.10% 9,623 8,793 45 mths 42 mths 9.463% 9.545%b 7 - 12 mths HP, No Balloon 18,035 179 m 141 m 17.34% 16.99% 23.87% 9,926 7,844 45 mths 37 mths 9.356% 9.568%c 13 - 18 mths HP, No Balloon 19,169 193 m 126 m 18.43% 18.29% 21.33% 10,052 6,594 45 mths 32 mths 9.365% 9.765%d 19 - 24 mths HP, No Balloon 17,617 174 m 90 m 16.94% 16.48% 15.20% 9,857 5,114 45 mths 27 mths 8.858% 9.501%e 25 - 30 mths HP, No Balloon 15,782 168 m 72 m 15.17% 15.96% 12.16% 10,659 4,566 47 mths 24 mths 9.004% 9.679%f 31 - 36 mths HP, No Balloon 11,680 119 m 38 m 11.23% 11.32% 6.34% 10,216 3,215 48 mths 21 mths 8.989% 9.926%g 37 - 42 mths HP, No Balloon 5,665 61 m 20 m 5.45% 5.75% 3.31% 10,697 3,460 55 mths 18 mths 10.170% 10.312%h 43 - 48 mths HP, No Balloon 3,010 31 m 7 m 2.89% 2.97% 1.13% 10,389 2,222 55 mths 13 mths 10.201% 10.374%i 49 - 54 mths HP, No Balloon 1,469 16 m 3 m 1.41% 1.54% 0.48% 11,067 1,956 60 mths 9 mths 10.379% 10.524%j 55 - 60 mths HP, No Balloon 690 8 m 1 m 0.66% 0.74% 0.09% 11,266 774 60 mths 4 mths 10.129% 10.168%k 61 - 66 mths HP, No Balloon 19 0 m 0 m 0.02% 0.03% 0.00% 16,187 528 57 mths 0 mths 10.158% 12.660%l 67 - 72 mths HP, No Balloon 7 0 m 0 m 0.01% 0.01% 0.00% 10,935 0 57 mths 0 mths 7.546% 0.000%m > 72 mths HP, No Balloon 9 0 m 0 m 0.01% 0.01% 0.00% 11,203 0 57 mths 0 mths 10.008% 0.000%Sub Total HP, No Balloon 104,008 1,054 m 593 m 100.00% 100.00% 100.00% 10,132 5,699 47 mths 32 mths 9.282% 9.671%

a <= 6 mths HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%b 7 - 12 mths HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%c 13 - 18 mths HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%d 19 - 24 mths HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%e 25 - 30 mths HP, With Balloon 1 0 m 0 m 0.32% 0.27% 0.66% 15,209 12,598 37 mths 11 mths 13.945% 13.945%f 31 - 36 mths HP, With Balloon 27 0 m 0 m 8.57% 6.47% 10.35% 13,395 7,309 45 mths 11 mths 11.284% 11.178%g 37 - 42 mths HP, With Balloon 75 1 m 0 m 23.81% 21.11% 26.16% 15,746 6,654 48 mths 8 mths 11.104% 11.360%h 43 - 48 mths HP, With Balloon 143 2 m 1 m 45.40% 43.14% 49.54% 16,873 6,608 48 mths 4 mths 10.852% 10.940%i 49 - 54 mths HP, With Balloon 42 1 m 0 m 13.33% 16.10% 12.23% 21,437 5,556 48 mths 0 mths 11.199% 10.695%j 55 - 60 mths HP, With Balloon 17 1 m 0 m 5.40% 9.04% 1.52% 29,743 1,708 44 mths 0 mths 10.562% 10.754%k 61 - 66 mths HP, With Balloon 1 0 m 0 m 0.32% 0.27% -0.62% 14,900 (11,778) 36 mths 0 mths 11.783% 11.783%l 67 - 72 mths HP, With Balloon 3 0 m 0 m 0.95% 1.71% 0.00% 31,923 0 39 mths 0 mths 8.793% 0.000%m > 72 mths HP, With Balloon 6 0 m 0 m 1.90% 1.89% 0.15% 17,642 490 49 mths 0 mths 10.067% 11.131%Sub Total HP, With Balloon 315 6 m 2 m 100.00% 100.00% 100.00% 17,756 6,056 47 mths 5 mths 10.923% 11.056%

a <= 6 mths PCP 30,324 487 m 468 m 21.78% 22.07% 26.66% 16,046 15,435 40 mths 37 mths 6.848% 6.855%b 7 - 12 mths PCP 27,507 444 m 394 m 19.75% 20.12% 22.42% 16,132 14,312 40 mths 31 mths 7.086% 7.101%c 13 - 18 mths PCP 27,762 441 m 355 m 19.94% 19.99% 20.24% 15,879 12,798 40 mths 24 mths 7.664% 7.688%d 19 - 24 mths PCP 23,090 346 m 249 m 16.58% 15.71% 14.19% 15,004 10,791 39 mths 18 mths 7.572% 7.621%e 25 - 30 mths PCP 17,343 275 m 176 m 12.45% 12.46% 10.03% 15,848 10,154 40 mths 13 mths 8.006% 8.063%f 31 - 36 mths PCP 9,763 150 m 85 m 7.01% 6.82% 4.84% 15,405 8,705 41 mths 8 mths 8.842% 8.918%g 37 - 42 mths PCP 2,601 46 m 22 m 1.87% 2.09% 1.27% 17,733 8,566 46 mths 8 mths 8.848% 9.007%h 43 - 48 mths PCP 751 14 m 6 m 0.54% 0.65% 0.34% 19,204 8,038 48 mths 4 mths 9.083% 9.291%i 49 - 54 mths PCP 62 1 m 0 m 0.04% 0.05% 0.02% 18,465 4,326 44 mths 0 mths 10.752% 11.464%j 55 - 60 mths PCP 33 0 m 0 m 0.02% 0.02% 0.00% 11,989 (484) 37 mths 0 mths 8.735% 8.462%k 61 - 66 mths PCP 12 0 m 0 m 0.01% 0.01% 0.00% 11,939 (1,681) 37 mths 0 mths 8.632% 7.937%l 67 - 72 mths PCP 4 0 m 0 m 0.00% 0.00% 0.00% 13,417 0 36 mths 0 mths 6.870% 0.000%m > 72 mths PCP 6 0 m 0 m 0.00% 0.00% 0.00% 9,185 23 37 mths 0 mths 8.827% 12.706%Sub Total PCP 139,258 2,205 m 1,756 m 100.00% 100.00% 100.00% 15,835 12,608 40 mths 26 mths 7.512% 7.445%

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12. Distribution by Interest Rate

Distribution by Customer Yield (1/2)

Increment

Count Original Principal

Current Principal

Count Distbution

Original Principal

Distribution

Current Principal

Distribution

Average Original Principal

Average Current Principal

Weighted Average

Original Term

Weighted Average

Remaining Term

Weighted Avg Customer Yield

(by Original Principal)

Weighted Avg Customer Yield

(by Current Principal)

a <= 0.250% Total 8,687 90 m 47 m 3.57% 2.76% 2.00% 10,362 5,406 32 mths 22 mths -0.083% -0.007%b 0.251% - 0.500% Total 8 0 m 0 m 0.00% 0.00% 0.00% 7,196 3,780 24 mths 14 mths 0.338% 0.346%c 0.501% - 1.000% Total 84 2 m 1 m 0.03% 0.05% 0.02% 20,992 6,846 45 mths 7 mths 0.778% 0.779%d 1.001% - 2.000% Total 193 3 m 1 m 0.08% 0.10% 0.06% 17,392 7,096 43 mths 10 mths 1.441% 1.445%e 2.001% - 4.000% Total 2,169 23 m 9 m 0.89% 0.70% 0.39% 10,551 4,181 35 mths 18 mths 3.295% 3.641%f 4.001% - 6.000% Total 23,206 383 m 282 m 9.53% 11.73% 12.01% 16,498 12,165 39 mths 24 mths 4.777% 4.728%g 6.001% - 8.000% Total 96,926 1,382 m 1,113 m 39.79% 42.34% 47.33% 14,262 11,479 40 mths 28 mths 6.890% 6.874%h 8.001% - 10.000% Total 35,370 445 m 267 m 14.52% 13.63% 11.36% 12,584 7,547 46 mths 28 mths 9.116% 9.141%i 10.001% - 12.500% Total 56,525 723 m 487 m 23.21% 22.16% 20.71% 12,798 8,611 47 mths 29 mths 11.093% 11.109%j 12.501% - 15.000% Total 17,690 188 m 127 m 7.26% 5.77% 5.41% 10,648 7,190 46 mths 29 mths 13.279% 13.280%k 15.001% - 17.500% Total 2,320 21 m 15 m 0.95% 0.65% 0.62% 9,190 6,280 45 mths 28 mths 15.913% 15.913%l 17.501% - 20.000% Total 401 3 m 2 m 0.16% 0.09% 0.09% 7,706 5,301 45 mths 29 mths 18.419% 18.447%m 20.001% - 25.000% Total 2 0 m 0 m 0.00% 0.00% 0.00% 8,330 1,092 54 mths 0 mths 22.910% 23.452%n 25.001% - 30.000% Total 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%o 30.001% - 35.000% Total 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%p 35.001% - 40.000% Total 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%q 40.001% - 45.000% Total 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%r 45.001% - 50.000% Total 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%s > 50.000% Total 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Total Portfolio 243,581 3,265 m 2,350 m 100.00% 100.00% 100.00% 13,402 9,650 42 mths 27 mths 8.089% 8.009%

a <= 0.250% HP, No Balloon 7,832 72 m 31 m 7.53% 6.86% 5.15% 9,226 3,895 32 mths 18 mths -0.101% -0.011%b 0.251% - 0.500% HP, No Balloon 7 0 m 0 m 0.01% 0.00% 0.00% 6,709 3,182 22 mths 12 mths 0.336% 0.345%c 0.501% - 1.000% HP, No Balloon 17 0 m 0 m 0.02% 0.02% 0.01% 9,415 2,763 24 mths 11 mths 0.811% 0.832%d 1.001% - 2.000% HP, No Balloon 78 1 m 0 m 0.07% 0.06% 0.04% 7,759 3,234 25 mths 13 mths 1.685% 1.689%e 2.001% - 4.000% HP, No Balloon 1,595 15 m 3 m 1.53% 1.44% 0.58% 9,533 2,171 35 mths 13 mths 3.005% 3.213%f 4.001% - 6.000% HP, No Balloon 5,612 45 m 21 m 5.40% 4.27% 3.61% 8,015 3,813 35 mths 19 mths 4.839% 4.950%g 6.001% - 8.000% HP, No Balloon 9,041 105 m 55 m 8.69% 9.95% 9.35% 11,595 6,128 42 mths 27 mths 7.417% 7.384%h 8.001% - 10.000% HP, No Balloon 27,009 295 m 162 m 25.97% 28.01% 27.37% 10,929 6,007 49 mths 32 mths 9.067% 9.087%i 10.001% - 12.500% HP, No Balloon 37,894 394 m 240 m 36.43% 37.39% 40.51% 10,397 6,337 51 mths 35 mths 11.031% 11.042%j 12.501% - 15.000% HP, No Balloon 12,896 111 m 70 m 12.40% 10.57% 11.75% 8,641 5,399 49 mths 34 mths 13.252% 13.248%k 15.001% - 17.500% HP, No Balloon 1,680 13 m 8 m 1.62% 1.21% 1.36% 7,560 4,806 50 mths 34 mths 15.977% 15.986%l 17.501% - 20.000% HP, No Balloon 345 2 m 2 m 0.33% 0.22% 0.27% 6,829 4,560 48 mths 34 mths 18.433% 18.456%m 20.001% - 25.000% HP, No Balloon 2 0 m 0 m 0.00% 0.00% 0.00% 8,330 1,092 54 mths 0 mths 22.910% 23.452%n 25.001% - 30.000% HP, No Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%o 30.001% - 35.000% HP, No Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%p 35.001% - 40.000% HP, No Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%q 40.001% - 45.000% HP, No Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%r 45.001% - 50.000% HP, No Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%s > 50.000% HP, No Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Sub Total HP, No Balloon 104,008 1,054 m 593 m 100.00% 100.00% 100.00% 10,132 5,699 47 mths 32 mths 9.282% 9.671%

- 78 -

Distribution by Customer Yield (2/2)

Increment

Count Original Principal

Current Principal

Count Distbution

Original Principal

Distribution

Current Principal

Distribution

Average Original Principal

Average Current Principal

Weighted Average

Original Term

Weighted Average

Remaining Term

Weighted Avg Customer Yield

(by Original Principal)

Weighted Avg Customer Yield

(by Current Principal)

a <= 0.250% HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%b 0.251% - 0.500% HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%c 0.501% - 1.000% HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%d 1.001% - 2.000% HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%e 2.001% - 4.000% HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%f 4.001% - 6.000% HP, With Balloon 1 0 m 0 m 0.32% 0.14% 0.00% 7,995 0 36 mths 0 mths 5.168% 0.000%g 6.001% - 8.000% HP, With Balloon 1 0 m 0 m 0.32% 1.35% 0.00% 75,680 0 37 mths 0 mths 7.771% 0.000%h 8.001% - 10.000% HP, With Balloon 60 1 m 0 m 19.05% 26.51% 23.91% 24,708 7,602 46 mths 5 mths 9.140% 9.165%i 10.001% - 12.500% HP, With Balloon 190 3 m 1 m 60.32% 55.64% 59.21% 16,380 5,945 48 mths 5 mths 11.100% 11.101%j 12.501% - 15.000% HP, With Balloon 60 1 m 0 m 19.05% 15.77% 16.13% 14,698 5,129 48 mths 5 mths 13.446% 13.495%k 15.001% - 17.500% HP, With Balloon 3 0 m 0 m 0.95% 0.59% 0.74% 10,973 4,729 46 mths 7 mths 15.630% 15.453%l 17.501% - 20.000% HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%m 20.001% - 25.000% HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%n 25.001% - 30.000% HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%o 30.001% - 35.000% HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%p 35.001% - 40.000% HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%q 40.001% - 45.000% HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%r 45.001% - 50.000% HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%s > 50.000% HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Sub Total HP, With Balloon 315 6 m 2 m 100.00% 100.00% 100.00% 17,756 6,056 47 mths 5 mths 10.923% 11.056%

a <= 0.250% PCP 855 18 m 16 m 0.61% 0.81% 0.94% 20,774 19,251 36 mths 31 mths -0.006% 0.000%b 0.251% - 0.500% PCP 1 0 m 0 m 0.00% 0.00% 0.00% 10,605 7,970 36 mths 19 mths 0.349% 0.349%c 0.501% - 1.000% PCP 67 2 m 1 m 0.05% 0.07% 0.03% 23,929 7,882 48 mths 7 mths 0.774% 0.774%d 1.001% - 2.000% PCP 115 3 m 1 m 0.08% 0.12% 0.06% 23,927 9,716 47 mths 9 mths 1.388% 1.390%e 2.001% - 4.000% PCP 574 8 m 6 m 0.41% 0.35% 0.32% 13,382 9,764 34 mths 21 mths 3.867% 3.906%f 4.001% - 6.000% PCP 17,593 338 m 261 m 12.63% 15.32% 14.86% 19,205 14,829 39 mths 24 mths 4.769% 4.710%g 6.001% - 8.000% PCP 87,884 1,277 m 1,057 m 63.11% 57.93% 60.21% 14,535 12,029 39 mths 28 mths 6.847% 6.847%h 8.001% - 10.000% PCP 8,301 148 m 104 m 5.96% 6.73% 5.94% 17,880 12,558 42 mths 21 mths 9.212% 9.225%i 10.001% - 12.500% PCP 18,441 326 m 245 m 13.24% 14.80% 13.98% 17,694 13,312 42 mths 24 mths 11.169% 11.176%j 12.501% - 15.000% PCP 4,734 76 m 57 m 3.40% 3.45% 3.26% 16,064 12,096 41 mths 23 mths 13.315% 13.318%k 15.001% - 17.500% PCP 637 9 m 6 m 0.46% 0.39% 0.37% 13,480 10,175 39 mths 21 mths 15.820% 15.824%l 17.501% - 20.000% PCP 56 1 m 1 m 0.04% 0.03% 0.03% 13,107 9,870 35 mths 15 mths 18.373% 18.424%m 20.001% - 25.000% PCP 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%n 25.001% - 30.000% PCP 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%o 30.001% - 35.000% PCP 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%p 35.001% - 40.000% PCP 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%q 40.001% - 45.000% PCP 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%r 45.001% - 50.000% PCP 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%s > 50.000% PCP 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Sub Total PCP 139,258 2,205 m 1,756 m 100.00% 100.00% 100.00% 15,835 12,608 40 mths 26 mths 7.512% 7.445%

- 79 -

13. Distribution by Supported Vehicles

Distribution of Supported Vehicles

Category

Count Original Principal

Current Principal

Count Distbution

Original Principal

Distribution

Current Principal

Distribution

Average Original Principal

Average Current Principal

Weighted Average

Original Term

Weighted Average

Remaining Term

Weighted Avg Customer Yield

(by Original Principal)

Weighted Avg Customer Yield

(by Current Principal)

Dealer Subsidy Total 26,481 369 m 229 m 10.87% 11.29% 9.75% 13,918 8,656 46 mths 29 mths 9.245% 9.393%Manufacturer Subsidy Total 59,721 870 m 620 m 24.52% 26.66% 26.36% 14,575 10,373 38 mths 23 mths 5.084% 5.242%Manuf & Dealer Subsidy Total 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Non-subsidised Total 157,379 2,026 m 1,502 m 64.61% 62.05% 63.89% 12,870 9,542 43 mths 29 mths 9.171% 8.940%Total Portfolio 243,581 3,265 m 2,350 m 100.00% 100.00% 100.00% 13,402 9,650 42 mths 27 mths 8.089% 8.009%

Dealer Subsidy HP, No Balloon 20,138 244 m 137 m 19.36% 23.17% 23.03% 12,122 6,778 48 mths 32 mths 8.888% 9.030%Manufacturer Subsidy HP, No Balloon 13,600 117 m 49 m 13.08% 11.10% 8.27% 8,601 3,605 33 mths 18 mths 1.916% 2.220%Manuf & Dealer Subsidy HP, No Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Non-subsidised HP, No Balloon 70,270 693 m 407 m 67.56% 65.73% 68.70% 9,857 5,795 49 mths 33 mths 10.665% 10.783%Sub Total HP, No Balloon 104,008 1,054 m 593 m 100.00% 100.00% 100.00% 10,132 5,699 47 mths 32 mths 9.282% 9.671%

Dealer Subsidy HP, With Balloon 72 1 m 0 m 22.86% 22.11% 24.20% 17,172 6,413 49 mths 6 mths 10.052% 10.054%Manufacturer Subsidy HP, With Balloon 1 0 m 0 m 0.32% 0.14% 0.00% 7,995 0 36 mths 0 mths 5.168% 0.000%Manuf & Dealer Subsidy HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Non-subsidised HP, With Balloon 242 4 m 1 m 76.83% 77.75% 75.80% 17,970 5,975 47 mths 5 mths 11.182% 11.377%Sub Total HP, With Balloon 315 6 m 2 m 100.00% 100.00% 100.00% 17,756 6,056 47 mths 5 mths 10.923% 11.056%

Dealer Subsidy PCP 6,271 123 m 92 m 4.50% 5.59% 5.25% 19,648 14,710 43 mths 24 mths 9.944% 9.926%Manufacturer Subsidy PCP 46,120 753 m 570 m 33.12% 34.17% 32.49% 16,337 12,369 39 mths 23 mths 5.575% 5.502%Manuf & Dealer Subsidy PCP 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%Non-subsidised PCP 86,867 1,328 m 1,093 m 62.38% 60.24% 62.26% 15,293 12,584 40 mths 28 mths 8.385% 8.250%Sub Total PCP 139,258 2,205 m 1,756 m 100.00% 100.00% 100.00% 15,835 12,608 40 mths 26 mths 7.512% 7.445%

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14. Distribution by Type of Payment

Distribution by Payment Method

Category

Count Original Principal

Current Principal

Count Distbution

Original Principal

Distribution

Current Principal

Distribution

Average Original Principal

Average Current Principal

Weighted Average

Original Term

Weighted Average

Remaining Term

Weighted Avg Customer Yield

(by Original Principal)

Weighted Avg Customer Yield

(by Current Principal)

Direct Debit Total 241,012 3,229 m 2,331 m 98.95% 98.91% 99.17% 13,397 9,671 42 mths 27 mths 8.075% 7.999%Others Total 2,569 36 m 20 m 1.05% 1.09% 0.83% 13,885 7,635 47 mths 23 mths 9.376% 9.187%Total Portfolio 243,581 3,265 m 2,350 m 100.00% 100.00% 100.00% 13,402 9,650 42 mths 27 mths 8.089% 8.009%

Direct Debit HP, No Balloon 102,544 1,037 m 585 m 98.59% 98.41% 98.74% 10,113 5,707 47 mths 32 mths 9.264% 9.659%Others HP, No Balloon 1,464 17 m 7 m 1.41% 1.59% 1.26% 11,436 5,117 53 mths 29 mths 10.400% 10.609%Sub Total HP, No Balloon 104,008 1,054 m 593 m 100.00% 100.00% 100.00% 10,132 5,699 47 mths 32 mths 9.282% 9.671%

Direct Debit HP, With Balloon 284 5 m 2 m 90.16% 89.71% 88.30% 17,667 5,931 47 mths 6 mths 10.970% 11.143%Others HP, With Balloon 31 1 m 0 m 9.84% 10.29% 11.70% 18,574 7,199 49 mths 3 mths 10.520% 10.406%Sub Total HP, With Balloon 315 6 m 2 m 100.00% 100.00% 100.00% 17,756 6,056 47 mths 5 mths 10.923% 11.056%

Direct Debit PCP 138,184 2,187 m 1,744 m 99.23% 99.17% 99.32% 15,825 12,620 40 mths 26 mths 7.505% 7.439%Others PCP 1,074 18 m 12 m 0.77% 0.83% 0.68% 17,089 11,080 42 mths 20 mths 8.407% 8.269%Sub Total PCP 139,258 2,205 m 1,756 m 100.00% 100.00% 100.00% 15,835 12,608 40 mths 26 mths 7.512% 7.445%

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15. Distribution by Type of Customer Distribution by Customer Type

Category

Count Original Principal

Current Principal

Count Distbution

Original Principal

Distribution

Current Principal

Distribution

Average Original Principal

Average Current Principal

Weighted Average

Original Term

Weighted Average

Remaining Term

Weighted Avg Customer Yield

(by Original Principal)

Weighted Avg Customer Yield

(by Current Principal)

Retail Total 235,292 3,139 m 2,275 m 96.60% 96.17% 96.78% 13,342 9,668 42 mths 27 mths 8.072% 7.990%Corporate Total 8,289 125 m 76 m 3.40% 3.83% 3.22% 15,103 9,131 41 mths 27 mths 8.522% 8.601%Total Portfolio 243,581 3,265 m 2,350 m 100.00% 100.00% 100.00% 13,402 9,650 42 mths 27 mths 8.089% 8.009%

Retail HP, No Balloon 97,494 961 m 540 m 93.74% 91.23% 91.18% 9,861 5,544 47 mths 32 mths 9.326% 9.731%Corporate HP, No Balloon 6,514 92 m 52 m 6.26% 8.77% 8.82% 14,181 8,023 42 mths 29 mths 8.821% 9.052%Sub Total HP, No Balloon 104,008 1,054 m 593 m 100.00% 100.00% 100.00% 10,132 5,699 47 mths 32 mths 9.282% 9.671%

Retail HP, With Balloon 305 5 m 2 m 96.83% 96.10% 97.61% 17,623 6,105 47 mths 5 mths 10.874% 11.037%Corporate HP, With Balloon 10 0 m 0 m 3.17% 3.90% 2.39% 21,798 4,562 47 mths 5 mths 12.152% 11.866%Sub Total HP, With Balloon 315 6 m 2 m 100.00% 100.00% 100.00% 17,756 6,056 47 mths 5 mths 10.923% 11.056%

Retail PCP 137,493 2,173 m 1,732 m 98.73% 98.52% 98.67% 15,801 12,600 40 mths 26 mths 7.510% 7.443%Corporate PCP 1,765 33 m 23 m 1.27% 1.48% 1.33% 18,467 13,246 39 mths 22 mths 7.649% 7.586%Sub Total PCP 139,258 2,205 m 1,756 m 100.00% 100.00% 100.00% 15,835 12,608 40 mths 26 mths 7.512% 7.445%

- 82 -

16. Distribution by Brands and Models Distribution by Vehicle Model

Category

Count Original Principal

Current Principal

Count Distbution

Original Principal

Distribution

Current Principal

Distribution

Average Original Principal

Average Current Principal

Weighted Average Original Term

Weighted Average

Remaining Term

Weighted Avg Customer Yield

(by Original Principal)

Weighted Avg Customer Yield

(by Current Principal)

A1 Audi 10,602 154 m 134 m 13.53% 10.52% 12.12% 14,494 12,610 41 mths 31 mths 7.538% 7.512%A2 Audi 21 0 m 0 m 0.03% 0.01% 0.00% 5,199 1,532 47 mths 16 mths 11.349% 11.837%A3 Audi 21,473 330 m 242 m 27.41% 22.55% 21.94% 15,348 11,268 44 mths 28 mths 8.922% 8.820%A4 Audi 14,875 268 m 188 m 18.99% 18.32% 17.08% 17,998 12,665 45 mths 28 mths 8.238% 8.081%A5 Audi 8,675 211 m 161 m 11.07% 14.44% 14.59% 24,329 18,556 44 mths 29 mths 8.735% 8.619%A6 Audi 8,454 179 m 134 m 10.79% 12.27% 12.14% 21,201 15,840 44 mths 30 mths 7.206% 7.245%A7 Audi 819 27 m 24 m 1.05% 1.87% 2.13% 33,326 28,724 41 mths 32 mths 7.468% 7.459%A8 Audi 345 7 m 4 m 0.44% 0.50% 0.38% 21,200 12,047 48 mths 32 mths 9.756% 10.011%Allroad Audi 257 4 m 2 m 0.33% 0.30% 0.21% 16,824 9,148 47 mths 29 mths 9.860% 10.060%Q3 Audi 702 16 m 15 m 0.90% 1.11% 1.40% 23,185 22,043 43 mths 39 mths 9.182% 9.184%Q5 Audi 2,774 69 m 52 m 3.54% 4.69% 4.74% 24,705 18,833 44 mths 30 mths 10.242% 10.282%Q7 Audi 1,070 23 m 13 m 1.37% 1.55% 1.21% 21,172 12,518 50 mths 35 mths 10.333% 10.519%R Models Audi 786 26 m 19 m 1.00% 1.80% 1.75% 33,532 24,512 44 mths 32 mths 9.351% 9.442%TT Audi 7,487 147 m 114 m 9.56% 10.07% 10.30% 19,643 15,177 43 mths 28 mths 9.341% 9.185%Sub Total 78,340 1,461 m 1,103 m 100.00% 100.00% 100.00% 18,652 14,080 44 mths 29 mths 8.530% 8.436%

Alhambra Seat 361 6 m 4 m 1.60% 2.48% 2.60% 15,344 11,154 45 mths 32 mths 7.506% 7.075%Arosa Seat 3 0 m 0 m 0.01% 0.00% 0.00% 2,898 747 45 mths 9 mths 11.999% 11.982%Altea Seat 916 9 m 5 m 4.05% 3.90% 3.11% 9,521 5,254 47 mths 27 mths 9.001% 9.153%Cordoba Seat 2 0 m 0 m 0.01% 0.00% 0.00% 3,592 1,735 43 mths 25 mths 12.161% 13.796%Exeo Seat 460 6 m 4 m 2.03% 2.81% 2.70% 13,670 9,090 44 mths 29 mths 7.766% 8.351%Ibiza Seat 15,333 141 m 100 m 67.75% 63.17% 64.87% 9,219 6,549 42 mths 28 mths 7.618% 7.874%Leon Seat 5,297 60 m 39 m 23.41% 26.70% 25.45% 11,280 7,436 45 mths 29 mths 8.439% 8.527%Mii Seat 224 2 m 2 m 0.99% 0.85% 1.20% 8,478 8,272 41 mths 39 mths 7.437% 7.435%Toledo Seat 35 0 m 0 m 0.15% 0.09% 0.07% 6,046 3,017 51 mths 30 mths 10.864% 11.337%Sub Total 22,631 224 m 155 m 100.00% 100.00% 100.00% 9,889 6,840 43 mths 28 mths 7.894% 8.069%

Citigo Skoda 478 4 m 4 m 1.97% 1.68% 2.63% 7,830 7,703 39 mths 37 mths 6.216% 6.220%Fabia Skoda 10,488 77 m 49 m 43.22% 34.55% 34.68% 7,325 4,625 39 mths 25 mths 6.405% 6.652%Octavia Skoda 8,918 91 m 53 m 36.75% 40.83% 37.74% 10,179 5,918 39 mths 25 mths 6.334% 6.806%Roomster Skoda 1,048 8 m 5 m 4.32% 3.58% 3.57% 7,584 4,757 40 mths 27 mths 6.972% 7.132%Superb Skoda 1,535 20 m 14 m 6.33% 9.16% 9.75% 13,268 8,885 40 mths 27 mths 6.761% 6.786%Yeti Skoda 1,800 23 m 16 m 7.42% 10.20% 11.63% 12,595 9,033 40 mths 28 mths 6.866% 7.191%Sub Total 24,267 222 m 140 m 100.00% 100.00% 100.00% 9,162 5,763 39 mths 26 mths 6.473% 6.791%

Beetle Volksw agen 2,493 26 m 16 m 2.21% 1.97% 1.72% 10,349 6,389 42 mths 23 mths 7.729% 7.430%Bora Volksw agen 52 0 m 0 m 0.05% 0.02% 0.01% 5,932 2,093 54 mths 20 mths 11.484% 11.513%California Volksw agen 108 3 m 2 m 0.10% 0.24% 0.25% 29,569 21,611 44 mths 28 mths 6.793% 6.764%Eos Volksw agen 1,699 25 m 16 m 1.51% 1.92% 1.73% 14,812 9,396 41 mths 21 mths 8.107% 8.236%Fox Volksw agen 4,553 27 m 16 m 4.04% 2.03% 1.71% 5,827 3,476 39 mths 17 mths 7.996% 7.843%Golf Volksw agen 36,002 456 m 329 m 31.97% 34.85% 35.61% 12,665 9,138 40 mths 26 mths 7.380% 6.930%Jetta Volksw agen 1,301 14 m 9 m 1.16% 1.04% 0.92% 10,424 6,539 43 mths 26 mths 7.996% 7.783%Lupo Volksw agen 11 0 m 0 m 0.01% 0.00% 0.00% 4,175 1,312 52 mths 19 mths 13.648% 13.767%Passat Volksw agen 8,444 109 m 64 m 7.50% 8.34% 6.90% 12,920 7,549 43 mths 26 mths 8.012% 8.735%Phaeton Volksw agen 84 1 m 1 m 0.07% 0.11% 0.09% 17,491 9,778 48 mths 31 mths 9.898% 10.110%Polo Volksw agen 36,044 336 m 252 m 32.01% 25.69% 27.28% 9,323 6,992 38 mths 23 mths 7.666% 7.494%Scirocco Volksw agen 4,395 74 m 55 m 3.90% 5.69% 6.00% 16,940 12,614 40 mths 24 mths 8.041% 7.901%Sharan Volksw agen 854 13 m 9 m 0.76% 0.99% 0.97% 15,181 10,489 43 mths 28 mths 8.500% 8.035%Tiguan Volksw agen 4,588 78 m 57 m 4.07% 5.93% 6.19% 16,905 12,468 40 mths 26 mths 8.396% 8.305%Touareg Volksw agen 865 15 m 9 m 0.77% 1.15% 0.96% 17,378 10,304 50 mths 33 mths 9.908% 10.043%Touran Volksw agen 3,631 45 m 30 m 3.22% 3.47% 3.28% 12,495 8,353 42 mths 25 mths 8.163% 7.812%VWUP Volksw agen 2,192 18 m 18 m 1.95% 1.40% 1.91% 8,345 8,036 36 mths 32 mths 6.501% 6.498%VW Commercial Volksw agen 5,280 67 m 41 m 4.69% 5.16% 4.44% 12,782 7,777 46 mths 33 mths 9.518% 9.574%Sub Total 112,596 1,308 m 924 m 100.00% 100.00% 100.00% 11,620 8,204 40 mths 25 mths 7.812% 7.588%

Other Non VW 5,747 49 m 29 m 100.00% 100.00% 100.00% 8,506 5,055 50 mths 34 mths 10.578% 10.710%Sub Total 5,747 49 m 29 m 100.00% 100.00% 100.00% 8,506 5,055 50 mths 34 mths 10.578% 10.710%

Total Portfolio 243,581 3,265 m 2,350 m 13,402 9,650 42 mths 27 mths 8.089% 8.009%

- 83 -

17. Distribution by Balloon Value Distribution of of Balloon Payments

Increment

Count Original Principal

Current Principal

Count Distbution

Original Principal

Distribution

Current Principal

Distribution

Average Original Principal

Average Current Principal

Weighted Average

Original Term

Weighted Average

Remaining Term

Weighted Avg Customer Yield

(by Original Principal)

Weighted Avg Customer Yield

(by Current Principal)

No Balloon Total 104,010 1,054 m 593 m 42.70% 32.28% 25.22% 10,132 5,699 47 mths 32 mths 9.282% 9.671%a <= 1000 Total 1,420 17 m 11 m 0.58% 0.51% 0.45% 11,660 7,493 40 mths 29 mths 6.720% 6.921%b 1,001 - 2,000 Total 2,171 30 m 20 m 0.89% 0.92% 0.87% 13,829 9,393 35 mths 26 mths 6.383% 6.458%c 2,001 - 3,000 Total 3,461 29 m 19 m 1.42% 0.88% 0.82% 8,284 5,585 36 mths 20 mths 7.094% 7.061%d 3,001 - 4,000 Total 7,171 65 m 50 m 2.94% 1.98% 2.13% 9,032 6,981 39 mths 27 mths 7.827% 7.745%e 4,001 - 5,000 Total 20,560 207 m 164 m 8.44% 6.35% 6.97% 10,090 7,972 39 mths 25 mths 7.510% 7.423%f 5,001 - 6,000 Total 21,891 254 m 196 m 8.99% 7.78% 8.34% 11,608 8,958 38 mths 23 mths 7.528% 7.460%g 6,001 - 7,000 Total 13,959 201 m 155 m 5.73% 6.16% 6.58% 14,400 11,081 41 mths 26 mths 7.932% 7.882%h 7,001 - 8,000 Total 15,204 247 m 197 m 6.24% 7.58% 8.38% 16,265 12,951 41 mths 27 mths 7.228% 7.118%i 8,001 - 9,000 Total 14,323 250 m 201 m 5.88% 7.65% 8.54% 17,431 14,010 40 mths 26 mths 7.242% 7.134%j 9,001 - 10,000 Total 10,374 202 m 161 m 4.26% 6.19% 6.84% 19,468 15,504 41 mths 26 mths 7.427% 7.337%k 10,001 - 11,000 Total 8,132 175 m 140 m 3.34% 5.36% 5.97% 21,510 17,248 41 mths 27 mths 7.424% 7.352%l 11,001 - 12,000 Total 6,513 148 m 122 m 2.67% 4.54% 5.17% 22,732 18,675 41 mths 28 mths 7.358% 7.253%m 12,001 - 13,000 Total 4,737 117 m 97 m 1.94% 3.58% 4.12% 24,639 20,441 42 mths 29 mths 7.497% 7.430%n 13,001 - 14,000 Total 3,031 78 m 65 m 1.24% 2.40% 2.77% 25,844 21,494 42 mths 28 mths 7.860% 7.813%o 14,001 - 15,000 Total 2,191 59 m 49 m 0.90% 1.80% 2.08% 26,766 22,295 40 mths 27 mths 8.199% 8.125%p > 15,000 Total 4,433 133 m 111 m 1.82% 4.06% 4.74% 29,896 25,143 38 mths 25 mths 8.242% 8.188%Total Portfolio Total 243,581 3,265 m 2,350 m 100.00% 100.00% 100.00% 13,402 9,650 42 mths 27 mths 8.089% 8.009%

No Balloon HP, No Balloon 104,008 1,054 m 593 m 100.00% 100.00% 100.00% 10,132 5,699 47 mths 32 mths 9.282% 9.671%Sub Total HP, No Balloon 104,008 1,054 m 593 m 100.00% 100.00% 100.00% 10,132 5,699 47 mths 32 mths 9.282% 9.671%

No Balloon HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%a <= 1000 HP, With Balloon 1 0 m 0 m 0.32% 0.23% 0.20% 12,807 3,904 48 mths 12 mths 13.143% 13.143%b 1,001 - 2,000 HP, With Balloon 3 0 m 0 m 0.95% 0.37% 0.20% 6,857 1,274 40 mths 5 mths 12.808% 12.715%c 2,001 - 3,000 HP, With Balloon 17 0 m 0 m 5.40% 2.47% 2.89% 8,115 3,242 48 mths 8 mths 11.218% 11.325%d 3,001 - 4,000 HP, With Balloon 49 1 m 0 m 15.56% 9.71% 11.22% 11,078 4,368 48 mths 7 mths 11.128% 11.184%e 4,001 - 5,000 HP, With Balloon 58 1 m 0 m 18.41% 12.58% 13.85% 12,136 4,554 48 mths 7 mths 11.575% 11.653%f 5,001 - 6,000 HP, With Balloon 51 1 m 0 m 16.19% 12.87% 15.97% 14,117 5,972 48 mths 5 mths 11.663% 11.724%g 6,001 - 7,000 HP, With Balloon 36 1 m 0 m 11.43% 10.42% 11.93% 16,187 6,324 48 mths 6 mths 11.218% 11.299%h 7,001 - 8,000 HP, With Balloon 28 1 m 0 m 8.89% 10.15% 9.83% 20,282 6,695 49 mths 7 mths 11.106% 11.132%i 8,001 - 9,000 HP, With Balloon 14 0 m 0 m 4.44% 5.22% 5.42% 20,871 7,384 49 mths 7 mths 11.135% 10.925%j 9,001 - 10,000 HP, With Balloon 14 0 m 0 m 4.44% 5.87% 6.70% 23,437 9,133 48 mths 3 mths 10.758% 10.671%k 10,001 - 11,000 HP, With Balloon 7 0 m 0 m 2.22% 3.23% 3.61% 25,840 9,849 49 mths 3 mths 10.464% 10.415%l 11,001 - 12,000 HP, With Balloon 6 0 m 0 m 1.90% 2.70% 3.72% 25,169 11,841 48 mths 3 mths 10.988% 11.162%m 12,001 - 13,000 HP, With Balloon 6 0 m 0 m 1.90% 3.07% 2.76% 28,664 8,764 49 mths 3 mths 10.177% 10.223%n 13,001 - 14,000 HP, With Balloon 4 0 m 0 m 1.27% 2.18% 2.91% 30,494 13,882 47 mths 1 mths 9.875% 9.943%o 14,001 - 15,000 HP, With Balloon 3 0 m 0 m 0.95% 1.70% 0.90% 31,603 5,737 47 mths 7 mths 10.182% 9.060%p > 15,000 HP, With Balloon 18 1 m 0 m 5.71% 17.23% 7.88% 53,527 8,348 43 mths 2 mths 9.789% 9.411%Sub Total HP, With Balloon 315 6 m 2 m 100.00% 100.00% 100.00% 17,756 6,056 47 mths 5 mths 10.923% 11.056%

No Balloon PCP 2 0 m 0 m 0.00% 0.00% 0.00% 18,111 10,381 37 mths 1 mths 6.989% 7.246%a <= 1000 PCP 1,419 17 m 11 m 1.02% 0.75% 0.61% 11,659 7,496 40 mths 29 mths 6.715% 6.919%b 1,001 - 2,000 PCP 2,168 30 m 20 m 1.56% 1.36% 1.16% 13,838 9,404 35 mths 26 mths 6.378% 6.456%c 2,001 - 3,000 PCP 3,444 29 m 19 m 2.47% 1.29% 1.10% 8,285 5,597 36 mths 20 mths 7.074% 7.049%d 3,001 - 4,000 PCP 7,122 64 m 50 m 5.11% 2.91% 2.84% 9,018 6,999 39 mths 27 mths 7.799% 7.730%e 4,001 - 5,000 PCP 20,502 207 m 164 m 14.72% 9.38% 9.32% 10,084 7,982 39 mths 25 mths 7.496% 7.416%f 5,001 - 6,000 PCP 21,840 253 m 196 m 15.68% 11.49% 11.15% 11,602 8,965 38 mths 23 mths 7.516% 7.453%g 6,001 - 7,000 PCP 13,923 200 m 154 m 10.00% 9.09% 8.80% 14,396 11,093 41 mths 26 mths 7.923% 7.877%h 7,001 - 8,000 PCP 15,176 247 m 197 m 10.90% 11.19% 11.20% 16,258 12,963 41 mths 27 mths 7.219% 7.114%i 8,001 - 9,000 PCP 14,309 249 m 201 m 10.28% 11.31% 11.42% 17,428 14,017 40 mths 26 mths 7.237% 7.132%j 9,001 - 10,000 PCP 10,360 202 m 161 m 7.44% 9.14% 9.15% 19,463 15,512 41 mths 26 mths 7.422% 7.334%k 10,001 - 11,000 PCP 8,125 175 m 140 m 5.83% 7.92% 7.98% 21,506 17,254 41 mths 27 mths 7.420% 7.350%l 11,001 - 12,000 PCP 6,507 148 m 122 m 4.67% 6.71% 6.92% 22,730 18,682 41 mths 28 mths 7.354% 7.251%m 12,001 - 13,000 PCP 4,731 117 m 97 m 3.40% 5.29% 5.51% 24,634 20,456 42 mths 29 mths 7.494% 7.428%n 13,001 - 14,000 PCP 3,027 78 m 65 m 2.17% 3.55% 3.71% 25,838 21,504 42 mths 28 mths 7.857% 7.811%o 14,001 - 15,000 PCP 2,188 59 m 49 m 1.57% 2.66% 2.78% 26,759 22,318 40 mths 27 mths 8.195% 8.125%p > 15,000 PCP 4,415 132 m 111 m 3.17% 5.97% 6.34% 29,800 25,212 38 mths 25 mths 8.231% 8.186%Sub Total PCP 139,258 2,205 m 1,756 m 100.00% 100.00% 100.00% 15,835 12,608 40 mths 26 mths 7.512% 7.445%

- 84 -

18. Distribution by Deposit

Distribution by Original Deposit (1/2)

Increment

Count Original Principal

Current Principal

Count Distbution

Original Principal

Distribution

Current Principal

Distribution

Average Original Principal

Average Current Principal

Weighted Average

Original Term

Weighted Average

Remaining Term

Weighted Avg Customer Yield

(by Original Principal)

Weighted Avg Customer Yield

(by Current Principal)

No Deposit Total 9,677 103 m 63 m 3.97% 3.15% 2.69% 10,615 6,532 46 mths 30 mths 9.541% 9.589%a <= 1000 Total 39,658 475 m 340 m 16.28% 14.54% 14.47% 11,972 8,578 45 mths 29 mths 8.681% 8.545%b 1,001 - 2,000 Total 36,186 452 m 327 m 14.86% 13.85% 13.91% 12,498 9,036 43 mths 28 mths 8.248% 8.096%c 2,001 - 3,000 Total 32,058 409 m 295 m 13.16% 12.52% 12.57% 12,745 9,215 43 mths 27 mths 8.239% 8.077%d 3,001 - 4,000 Total 27,805 380 m 282 m 11.42% 11.63% 12.00% 13,653 10,147 42 mths 27 mths 7.933% 7.798%e 4,001 - 5,000 Total 22,319 332 m 241 m 9.16% 10.16% 10.24% 14,857 10,787 42 mths 27 mths 7.845% 7.826%f 5,001 - 6,000 Total 18,020 268 m 198 m 7.40% 8.21% 8.42% 14,878 10,987 41 mths 27 mths 7.416% 7.377%g 6,001 - 7,000 Total 13,659 203 m 150 m 5.61% 6.23% 6.38% 14,896 10,987 40 mths 27 mths 7.291% 7.313%h 7,001 - 8,000 Total 9,800 148 m 107 m 4.02% 4.53% 4.56% 15,080 10,942 40 mths 26 mths 7.588% 7.628%i 8,001 - 9,000 Total 6,938 103 m 74 m 2.85% 3.15% 3.14% 14,821 10,626 40 mths 27 mths 7.446% 7.548%j 9,001 - 10,000 Total 6,213 93 m 65 m 2.55% 2.85% 2.75% 14,985 10,407 40 mths 27 mths 8.032% 8.160%k 10,001 - 11,000 Total 4,367 61 m 42 m 1.79% 1.86% 1.80% 13,914 9,662 40 mths 27 mths 7.902% 8.052%l 11,001 - 12,000 Total 3,258 47 m 33 m 1.34% 1.44% 1.40% 14,412 10,135 40 mths 26 mths 8.022% 8.113%m 12,001 - 13,000 Total 2,659 36 m 25 m 1.09% 1.10% 1.06% 13,458 9,377 40 mths 26 mths 8.159% 8.219%n 13,001 - 14,000 Total 2,133 29 m 21 m 0.88% 0.90% 0.89% 13,760 9,775 39 mths 27 mths 8.272% 8.284%o 14,001 - 15,000 Total 1,921 27 m 19 m 0.79% 0.82% 0.80% 13,973 9,814 39 mths 26 mths 8.656% 8.665%p > 15,000 Total 6,910 100 m 68 m 2.84% 3.06% 2.90% 14,471 9,879 38 mths 26 mths 8.653% 8.584%Total Portfolio Total 243,581 3,265 m 2,350 m 100.00% 100.00% 100.00% 13,402 9,650 42 mths 27 mths 8.089% 8.009%

No Deposit HP, No Balloon 7,848 73 m 42 m 7.55% 6.95% 7.01% 9,327 5,292 47 mths 32 mths 9.571% 9.742%a <= 1000 HP, No Balloon 15,858 162 m 100 m 15.25% 15.42% 16.83% 10,246 6,289 55 mths 37 mths 10.683% 10.873%b 1,001 - 2,000 HP, No Balloon 12,819 132 m 76 m 12.33% 12.50% 12.85% 10,275 5,941 51 mths 34 mths 10.126% 10.457%c 2,001 - 3,000 HP, No Balloon 10,924 114 m 65 m 10.50% 10.83% 10.89% 10,448 5,911 50 mths 33 mths 9.901% 10.212%d 3,001 - 4,000 HP, No Balloon 8,680 89 m 50 m 8.35% 8.46% 8.42% 10,268 5,752 48 mths 32 mths 9.645% 10.010%e 4,001 - 5,000 HP, No Balloon 8,354 86 m 47 m 8.03% 8.19% 7.88% 10,335 5,594 46 mths 31 mths 8.898% 9.525%f 5,001 - 6,000 HP, No Balloon 7,000 69 m 37 m 6.73% 6.52% 6.24% 9,812 5,285 44 mths 29 mths 8.295% 8.932%g 6,001 - 7,000 HP, No Balloon 6,065 58 m 31 m 5.83% 5.48% 5.25% 9,527 5,135 42 mths 28 mths 7.604% 8.144%h 7,001 - 8,000 HP, No Balloon 4,910 48 m 26 m 4.72% 4.58% 4.45% 9,836 5,376 41 mths 28 mths 7.801% 8.177%i 8,001 - 9,000 HP, No Balloon 3,794 37 m 20 m 3.65% 3.51% 3.34% 9,757 5,217 40 mths 27 mths 7.489% 7.922%j 9,001 - 10,000 HP, No Balloon 3,762 40 m 21 m 3.62% 3.77% 3.55% 10,556 5,586 41 mths 27 mths 8.032% 8.470%k 10,001 - 11,000 HP, No Balloon 2,851 28 m 15 m 2.74% 2.70% 2.56% 9,966 5,322 40 mths 26 mths 7.799% 8.137%l 11,001 - 12,000 HP, No Balloon 2,043 21 m 11 m 1.96% 1.96% 1.88% 10,095 5,459 40 mths 26 mths 8.078% 8.320%m 12,001 - 13,000 HP, No Balloon 1,702 16 m 9 m 1.64% 1.52% 1.47% 9,417 5,108 40 mths 26 mths 8.555% 8.843%n 13,001 - 14,000 HP, No Balloon 1,345 13 m 7 m 1.29% 1.25% 1.22% 9,822 5,388 40 mths 27 mths 8.800% 9.050%o 14,001 - 15,000 HP, No Balloon 1,223 13 m 7 m 1.18% 1.19% 1.18% 10,277 5,695 40 mths 27 mths 9.237% 9.428%p > 15,000 HP, No Balloon 4,830 54 m 30 m 4.64% 5.17% 4.98% 11,271 6,109 39 mths 26 mths 9.426% 9.617%Sub Total HP, No Balloon 104,008 1,054 m 593 m 100.00% 100.00% 100.00% 10,132 5,699 47 mths 32 mths 9.282% 9.671%

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Distribution by Original Deposit (2/2)

Increment

Count Original Principal

Current Principal

Count Distbution

Original Principal

Distribution

Current Principal

Distribution

Average Original Principal

Average Current Principal

Weighted Average

Original Term

Weighted Average

Remaining Term

Weighted Avg Customer Yield

(by Original Principal)

Weighted Avg Customer Yield

(by Current Principal)

No Deposit HP, With Balloon 36 1 m 0 m 11.43% 10.99% 11.86% 17,068 6,285 49 mths 5 mths 10.857% 10.857%a <= 1000 HP, With Balloon 92 2 m 1 m 29.21% 26.99% 26.32% 16,410 5,458 48 mths 6 mths 10.898% 10.981%b 1,001 - 2,000 HP, With Balloon 62 1 m 0 m 19.68% 17.45% 19.70% 15,744 6,062 47 mths 6 mths 10.911% 10.910%c 2,001 - 3,000 HP, With Balloon 36 1 m 0 m 11.43% 11.00% 12.53% 17,092 6,637 48 mths 5 mths 11.243% 11.270%d 3,001 - 4,000 HP, With Balloon 29 1 m 0 m 9.21% 9.20% 10.27% 17,744 6,755 49 mths 3 mths 11.003% 11.019%e 4,001 - 5,000 HP, With Balloon 17 0 m 0 m 5.40% 4.61% 3.66% 15,154 4,110 45 mths 7 mths 10.929% 11.477%f 5,001 - 6,000 HP, With Balloon 12 0 m 0 m 3.81% 3.18% 3.84% 14,821 6,100 45 mths 7 mths 12.232% 11.994%g 6,001 - 7,000 HP, With Balloon 9 0 m 0 m 2.86% 2.36% 3.72% 14,647 7,876 48 mths 4 mths 11.849% 12.072%h 7,001 - 8,000 HP, With Balloon 6 0 m 0 m 1.90% 2.06% 2.85% 19,225 9,074 49 mths 6 mths 11.697% 11.850%i 8,001 - 9,000 HP, With Balloon 4 0 m 0 m 1.27% 1.86% 1.26% 26,009 6,021 49 mths 5 mths 10.445% 10.926%j 9,001 - 10,000 HP, With Balloon 5 0 m 0 m 1.59% 2.74% 1.26% 30,622 4,815 48 mths 1 mths 12.813% 10.757%k 10,001 - 11,000 HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%l 11,001 - 12,000 HP, With Balloon 3 0 m 0 m 0.95% 2.82% 0.07% 52,569 441 37 mths 2 mths 9.214% 16.833%m 12,001 - 13,000 HP, With Balloon 1 0 m 0 m 0.32% 1.78% 0.00% 99,750 0 49 mths 0 mths 8.807% 0.000%n 13,001 - 14,000 HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%o 14,001 - 15,000 HP, With Balloon 0 0 m 0 m 0.00% 0.00% 0.00% #DIV/0! #DIV/0! 0 mths 0 mths 0.000% 0.000%p > 15,000 HP, With Balloon 3 0 m 0 m 0.95% 2.96% 2.65% 55,235 16,854 36 mths 4 mths 8.811% 8.759%Sub Total HP, With Balloon 315 6 m 2 m 100.00% 100.00% 100.00% 17,756 6,056 47 mths 5 mths 10.923% 11.056%

No Deposit PCP 1,793 29 m 21 m 1.29% 1.31% 1.22% 16,126 11,966 43 mths 28 mths 9.436% 9.279%a <= 1000 PCP 23,708 311 m 240 m 17.02% 14.09% 13.67% 13,110 10,120 40 mths 26 mths 7.623% 7.572%b 1,001 - 2,000 PCP 23,305 320 m 250 m 16.74% 14.49% 14.26% 13,711 10,746 40 mths 26 mths 7.466% 7.374%c 2,001 - 3,000 PCP 21,098 294 m 231 m 15.15% 13.33% 13.13% 13,928 10,931 40 mths 25 mths 7.587% 7.476%d 3,001 - 4,000 PCP 19,096 290 m 232 m 13.71% 13.15% 13.21% 15,185 12,150 40 mths 26 mths 7.402% 7.319%e 4,001 - 5,000 PCP 13,948 245 m 194 m 10.02% 11.11% 11.05% 17,565 13,906 40 mths 26 mths 7.471% 7.416%f 5,001 - 6,000 PCP 11,008 199 m 161 m 7.90% 9.04% 9.17% 18,100 14,619 40 mths 26 mths 7.109% 7.018%g 6,001 - 7,000 PCP 7,585 146 m 119 m 5.45% 6.60% 6.77% 19,189 15,670 40 mths 26 mths 7.163% 7.092%h 7,001 - 8,000 PCP 4,884 99 m 81 m 3.51% 4.51% 4.60% 20,347 16,540 40 mths 26 mths 7.479% 7.446%i 8,001 - 9,000 PCP 3,140 66 m 54 m 2.25% 2.98% 3.07% 20,924 17,169 41 mths 27 mths 7.417% 7.410%j 9,001 - 10,000 PCP 2,446 53 m 44 m 1.76% 2.41% 2.48% 21,765 17,832 40 mths 27 mths 8.018% 8.009%k 10,001 - 11,000 PCP 1,516 32 m 27 m 1.09% 1.47% 1.54% 21,339 17,823 41 mths 28 mths 7.993% 8.004%l 11,001 - 12,000 PCP 1,212 26 m 22 m 0.87% 1.19% 1.25% 21,593 18,040 40 mths 26 mths 7.971% 8.006%m 12,001 - 13,000 PCP 956 20 m 16 m 0.69% 0.89% 0.92% 20,561 16,988 40 mths 27 mths 7.833% 7.885%n 13,001 - 14,000 PCP 788 16 m 14 m 0.57% 0.73% 0.77% 20,481 17,261 39 mths 27 mths 7.840% 7.876%o 14,001 - 15,000 PCP 698 14 m 12 m 0.50% 0.65% 0.68% 20,448 17,032 38 mths 25 mths 8.144% 8.218%p > 15,000 PCP 2,077 45 m 39 m 1.49% 2.06% 2.20% 21,852 18,635 37 mths 26 mths 7.726% 7.797%Sub Total PCP 139,258 2,205 m 1,756 m 100.00% 100.00% 100.00% 15,835 12,608 40 mths 26 mths 7.512% 7.445%

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19. Distribution by Customer concentration (Top 20 Borrowers)

Distribution by Obligor Concetration

Category

Count Original Principal

Current Principal

Count Distbution

Original Principal

Distribution

Current Principal

Distribution

Average Original Principal

Average Current Principal

Weighted Average

Original Term

Weighted Average

Remaining Term

Weighted Avg Customer Yield

(by Original Principal)

Weighted Avg Customer Yield

(by Current Principal)

1 Total 0007983708 20 162 k 86 k 0.01% 0.00% 0.00% 8,088 4,301 34 mths 25 mths 7.422% 7.455%2 Total 0008159532 3 85 k 73 k 0.00% 0.00% 0.00% 28,403 24,309 60 mths 50 mths 10.323% 10.317%3 Total 0004982330 6 90 k 68 k 0.00% 0.00% 0.00% 14,999 11,387 48 mths 34 mths 10.497% 10.456%4 Total 0002636403 10 114 k 74 k 0.00% 0.00% 0.00% 11,412 7,412 36 mths 23 mths 6.036% 6.203%5 Total 0006728988 7 105 k 67 k 0.00% 0.00% 0.00% 14,970 9,611 48 mths 30 mths 9.237% 9.237%6 Total 0006115298 2 89 k 66 k 0.00% 0.00% 0.00% 44,402 33,165 52 mths 43 mths 11.177% 10.775%7 Total 0001846915 11 138 k 62 k 0.00% 0.00% 0.00% 12,541 5,681 36 mths 17 mths 10.415% 10.378%8 Total 0007739574 6 112 k 63 k 0.00% 0.00% 0.00% 18,612 10,561 36 mths 20 mths 8.427% 8.427%9 Total 0001029908 5 90 k 65 k 0.00% 0.00% 0.00% 18,095 12,966 36 mths 13 mths 6.108% 6.224%10 Total 0005957731 1 75 k 64 k 0.00% 0.00% 0.00% 74,995 63,677 60 mths 49 mths 9.154% 9.154%11 Total 0003469463 3 81 k 63 k 0.00% 0.00% 0.00% 26,956 20,839 36 mths 27 mths 8.019% 8.012%12 Total 0001539300 3 78 k 63 k 0.00% 0.00% 0.00% 26,059 20,909 43 mths 27 mths 6.927% 6.927%13 Total 0001119567 8 165 k 78 k 0.00% 0.01% 0.00% 20,594 9,739 36 mths 23 mths 5.568% 6.625%14 Total 0009762083 3 72 k 63 k 0.00% 0.00% 0.00% 23,997 21,065 48 mths 41 mths 10.127% 10.127%15 Total 0009898901 2 78 k 72 k 0.00% 0.00% 0.00% 38,793 35,774 49 mths 42 mths 8.306% 8.302%16 Total 0006828196 2 72 k 68 k 0.00% 0.00% 0.00% 35,845 33,974 48 mths 43 mths 6.387% 6.387%17 Total 0005581712 1 64 k 63 k 0.00% 0.00% 0.00% 64,042 63,481 48 mths 47 mths 9.667% 9.667%18 Total 0010214806 3 71 k 63 k 0.00% 0.00% 0.00% 23,833 20,940 36 mths 31 mths 6.355% 6.355%19 Total 0001302667 2 78 k 76 k 0.00% 0.00% 0.00% 39,060 37,887 49 mths 46 mths 9.301% 9.365%20 Total 0009379301 2 75 k 67 k 0.00% 0.00% 0.00% 37,433 33,658 48 mths 39 mths 7.083% 7.077%

>20 Subtotal 243,481 3,262,635 k 2,349,104 k 99.96% 99.94% 99.94% 13,400 9,648

Total Portfolio 243,581 3,264,529 k 2,350,469 k 100.00% 100.00% 100.00% 13,402 9,650 42 mths 27 mths 8.089% 8.009%

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Historical Portfolio Losses NetLosses

1. All HP Total exposure

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- 89 -

2. All HP New

Total exposure

- 90 -

- 91 -

3. All HP Used

Total exposure

- 92 -

- 93 -

4. HP New

Total exposure

- 94 -

- 95 -

5. PCP New

Total Exposure

- 96 -

- 97 -

6. LP New

Total exposure

- 98 -

- 99 -

7. HP Used Total exposure

- 100 -

- 101 -

8. PCP Used

Total exposure

- 102 -

- 103 -

9. LP Used Total exposure

- 104 -

- 105 -

WEIGHTED AVERAGE LIVES OF THE NOTES/ASSUMED AMORTISATION OF THE RECEIVABLES AND NOTES

Weighted Average Lives of the Notes Weighted average lives of the Notes refers to the average amount of time that will elapse (on an act/365 basis) from the date of issuance of a Note to the date of distribution of amounts to the investor distributed in reduction of principal of such Note (assuming no losses) to zero without taking into account the Revolving Period. The weighted average life of the Notes will be influenced by, amongst other things, the rate at which the receivables are paid, which may be in the form of scheduled amortisation, prepayments or liquidations. Purchased Receivables The following table is prepared on the basis of certain assumptions, as described below, regarding the weighted average characteristics of the purchased receivables and the performance thereof.

ABS Calender Month Due (Run out Schedule)

Schedule Balance Interest Balance Receivable Balance Contract value

Overall Result £ 2,342,401,253.43 £ 303,681,722.97 £ 2,646,082,976.40 £ 2,350,468,577.37 11.2012 £ 59,180,895.66 £ 15,614,830.18 £ 74,795,725.84 £ 67,248,219.60 12.2012 £ 61,774,936.68 £ 15,222,989.19 £ 76,997,925.87 £ 61,774,936.68 01.2013 £ 60,593,499.81 £ 14,802,960.17 £ 75,396,459.98 £ 60,593,499.81 02.2013 £ 60,981,657.35 £ 14,390,704.38 £ 75,372,361.73 £ 60,981,657.35 03.2013 £ 74,692,849.56 £ 13,973,766.15 £ 88,666,615.71 £ 74,692,849.56 04.2013 £ 71,959,577.89 £ 13,467,126.34 £ 85,426,704.23 £ 71,959,577.89 05.2013 £ 69,153,283.99 £ 12,980,015.43 £ 82,133,299.42 £ 69,153,283.99 06.2013 £ 70,149,215.94 £ 12,512,166.47 £ 82,661,382.41 £ 70,149,215.94 07.2013 £ 63,798,333.70 £ 12,042,933.32 £ 75,841,267.02 £ 63,798,333.70 08.2013 £ 58,984,089.34 £ 11,610,317.34 £ 70,594,406.68 £ 58,984,089.34 09.2013 £ 80,049,171.91 £ 11,204,581.12 £ 91,253,753.03 £ 80,049,171.91 10.2013 £ 67,482,124.83 £ 10,681,523.96 £ 78,163,648.79 £ 67,482,124.83 11.2013 £ 64,413,679.22 £ 10,228,032.70 £ 74,641,711.92 £ 64,413,679.22 12.2013 £ 61,101,033.24 £ 9,797,060.92 £ 70,898,094.16 £ 61,101,033.24 01.2014 £ 57,326,508.14 £ 9,385,690.50 £ 66,712,198.64 £ 57,326,508.14 02.2014 £ 54,517,930.85 £ 8,995,167.10 £ 63,513,097.95 £ 54,517,930.85 03.2014 £ 84,262,200.17 £ 8,619,617.15 £ 92,881,817.32 £ 84,262,200.17 04.2014 £ 68,040,145.02 £ 8,068,753.83 £ 76,108,898.85 £ 68,040,145.02 05.2014 £ 63,177,976.21 £ 7,611,934.98 £ 70,789,911.19 £ 63,177,976.21 06.2014 £ 62,837,047.19 £ 7,186,470.07 £ 70,023,517.26 £ 62,837,047.19 07.2014 £ 56,113,118.47 £ 6,765,680.82 £ 62,878,799.29 £ 56,113,118.47 08.2014 £ 46,591,506.38 £ 6,385,188.95 £ 52,976,695.33 £ 46,591,506.38 09.2014 £ 76,947,413.93 £ 6,059,968.35 £ 83,007,382.28 £ 76,947,413.93 10.2014 £ 57,887,514.26 £ 5,566,409.89 £ 63,453,924.15 £ 57,887,514.26 11.2014 £ 53,069,458.16 £ 5,186,213.36 £ 58,255,671.52 £ 53,069,458.16 12.2014 £ 47,571,019.98 £ 4,845,090.35 £ 52,416,110.33 £ 47,571,019.98 01.2015 £ 43,764,796.63 £ 4,535,155.11 £ 48,299,951.74 £ 43,764,796.63 02.2015 £ 39,594,845.49 £ 4,244,745.26 £ 43,839,590.75 £ 39,594,845.49 03.2015 £ 77,587,693.61 £ 3,978,575.88 £ 81,566,269.49 £ 77,587,693.61 04.2015 £ 57,557,998.79 £ 3,529,259.20 £ 61,087,257.99 £ 57,557,998.79 05.2015 £ 51,137,098.19 £ 3,179,737.87 £ 54,316,836.06 £ 51,137,098.19 06.2015 £ 48,203,952.16 £ 2,868,596.73 £ 51,072,548.89 £ 48,203,952.16 07.2015 £ 42,965,448.95 £ 2,565,351.08 £ 45,530,800.03 £ 42,965,448.95 08.2015 £ 30,377,227.79 £ 2,283,283.63 £ 32,660,511.42 £ 30,377,227.79 09.2015 £ 64,537,179.42 £ 2,072,666.05 £ 66,609,845.47 £ 64,537,179.42 10.2015 £ 24,580,778.29 £ 1,675,953.30 £ 26,256,731.59 £ 24,580,778.29

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11.2015 £ 19,013,829.28 £ 1,494,324.65 £ 20,508,153.93 £ 19,013,829.28 12.2015 £ 18,115,955.68 £ 1,352,744.29 £ 19,468,699.97 £ 18,115,955.68 01.2016 £ 18,429,529.54 £ 1,220,376.04 £ 19,649,905.58 £ 18,429,529.54 02.2016 £ 16,169,892.55 £ 1,086,170.31 £ 17,256,062.86 £ 16,169,892.55 03.2016 £ 31,524,252.21 £ 970,857.60 £ 32,495,109.81 £ 31,524,252.21 04.2016 £ 18,572,161.96 £ 765,609.57 £ 19,337,771.53 £ 18,572,161.96 05.2016 £ 16,434,934.36 £ 638,018.12 £ 17,072,952.48 £ 16,434,934.36 06.2016 £ 15,101,684.69 £ 524,997.40 £ 15,626,682.09 £ 15,101,684.69 07.2016 £ 13,481,631.28 £ 420,825.25 £ 13,902,456.53 £ 13,481,631.28 08.2016 £ 8,475,442.07 £ 324,385.06 £ 8,799,827.13 £ 8,475,442.07 09.2016 £ 20,992,400.78 £ 263,905.41 £ 21,256,306.19 £ 20,992,400.78 10.2016 £ 3,617,635.23 £ 121,489.02 £ 3,739,124.25 £ 3,617,635.23 11.2016 £ 1,835,933.31 £ 87,538.03 £ 1,923,471.34 £ 1,835,933.31 12.2016 £ 1,606,330.06 £ 70,674.51 £ 1,677,004.57 £ 1,606,330.06 01.2017 £ 1,430,631.27 £ 56,241.85 £ 1,486,873.12 £ 1,430,631.27 02.2017 £ 1,257,713.77 £ 43,259.08 £ 1,300,972.85 £ 1,257,713.77 03.2017 £ 1,036,673.47 £ 32,018.95 £ 1,068,692.42 £ 1,036,673.47 04.2017 £ 783,724.05 £ 24,405.96 £ 808,130.01 £ 783,724.05 05.2017 £ 607,430.31 £ 18,990.58 £ 626,420.89 £ 607,430.31 06.2017 £ 440,855.74 £ 12,764.27 £ 453,620.01 £ 440,855.74 07.2017 £ 294,721.60 £ 7,649.20 £ 302,370.80 £ 294,721.60 08.2017 £ 148,029.80 £ 4,506.46 £ 152,536.26 £ 148,029.80 09.2017 £ 66,653.22 £ 1,454.23 £ 68,107.45 £ 66,653.22

The table assumes, among other things, that the Issuer holds a pool of purchased receivables with the following characteristics: (a) the Portfolio is subject to a constant annual rate of prepayment as set out under “CPR”; (b) no purchased receivables are repurchased by the Seller; (c) the Notes are purchased on the Issue Date of 20 November; (d) the Payment Date is assumed to be the 20th day of each month; (e) a Revolving Period of 12 months was assumed; (f) the run-off profile of the assets at the end of the Revolving Period is assumed as the profile of today (g) the purchased receivables are fully performing; (h) the original outstanding balance of each Series of Notes is equal to the Notes of each Series of Notes; (i) third party expenses and servicing fees together are assumed to be 1.60 per cent. of the Aggregate Receivables Balance; and (j) a weighted average fixed rate of 1.092954545 per cent. under the Swap Agreements based on an assumption of five Swap Agreements and five Series of Notes; (k) no Early Amortisation Event has occurred; (l) no tap issuance has been made; (m) no extension of the Revolving Period;

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(n) each Series of Notes amortises at the end of the Revolving Period; (o) no Credit Enhancement Increase Condition occurs: (p) no swap termination events occur and no swap payments are due to the Swap Counterparties other than those due under item sixth of the pre-enforcement Order of Priority. The approximate average lives of the Notes, at various assumed rates of prepayment of the purchased receivables, would be as follows: The exact average lives of the Notes cannot be predicted as the actual rate at which the purchased receivables will be repaid and a number of other relevant factors are unknown. The average lives of the Notes are subject to factors largely outside the control of the Issuer, acting with respect to its Compartment 1, and consequently no assurance can be given that the assumptions and the estimates above will prove in any way to be realistic and they must therefore be viewed with considerable caution.

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Assumed Amortisation of the Notes Please find tables showing the weighted average life of the Notes below. This amortisation scenario is based on the assumptions listed under “Weighted Average Lives of the Notes” above and on a CPR of 15 per cent. The amortisation of the purchased receivables is subject to factors largely outside the control of the Issuer acting with respect to its Compartment 1 and consequently no assurance can be given that the assumptions and the estimates above will prove in any way to be realistic and they must therefore be viewed with considerable caution.

CPR per annum 0% 10% 20% 25% 30% 35%Initial PercentageNovember 2012 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%Mai 2013 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%November 2013 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%Mai 2014 79.5% 75.5% 71.2% 69.0% 66.7% 64.3%November 2014 62.9% 56.6% 50.3% 47.2% 44.0% 40.9%Mai 2015 47.0% 40.1% 33.7% 30.6% 27.6% 24.7%November 2015 32.2% 26.1% 20.6% 18.1% 14.8% 11.7%Mai 2016 19.2% 13.7% 7.5% 4.5% 2.6% 0.7%November 2016 3.9% 0.5% 0.0% 0.0% 0.0% 0.0%Mai 2017 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%November 2017 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%Mai 2018 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%November 2018 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%Weighted Average Life 2.51 yrs 2.34 yrs 2.19 yrs 2.12 yrs 2.05 yrs 1.98 yrsRepayments start Mth 13 Mth 13 Mth 13 Mth 13 Mth 13 Mth 13Repayments end Mth 52 Mth 49 Mth 47 Mth 45 Mth 44 Mth 43

Senior Notes

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BUSINESS AND ORGANISATION OF VWFS

BUSINESS AND ORGANISATION OF VOLKSWAGEN FINANCIAL SERVICES (UK) LIMITED

Auto Finance Business in the United Kingdom

Although the economy in the United Kingdom achieved positive growth overall of 0.7 % in 2011, the fourth quarter saw a decline of 0.3%. The first quarter of 2012 has recorded a further decline of 0.3 which means that the UK is in a recession. Although output in the production and construction industries fell in the first quarter of 2012, both output of the service industries and household final consumption expenditure showed a small increase of 0.1%. The latest forecast for gross domestic product for 2012 shows a small overall increase of 0.3% with a stronger recovery expected in 2013. The average unemployment rate in 2011 was 8.1% which is expected to peak at 9.1% in 2012 before falling back again.

Total car registrations of 1.94 million in 2011 were 4.4% lower than in the previous year. The market is forecast to increase by 0.4% in 2012 to 1.95 million units, with stronger growth of 2.6% in 2013 expected to produce a total market of 2.00 million units. Against the current climate of falling registrations, Volkswagen Group's performance has been very strong in comparison with its peers, with total registrations in 2011 being 8.7% higher than in the previous year. This trend has continued in the first quarter of 2012 with total registrations being 8.4% higher than in the first quarter of 2011.

As a consequence of this strong performance, the passenger car market share of the Volkswagen Group within the United Kingdom has seen a steady growth in recent years, with a total share in 2011 of 18.7% compared to 16.7% in 2010. The overall share is forecast to increase further in the next few years and is expected to break through the 20% barrier in 2013.

The origination of auto loans tends to be closely linked to the sale of new vehicles. The motor finance market in the UK is highly competitive and no single player dominates. Consumers are able to arrange their finance through a diverse number of companies; ranging from the high-street banks and building societies, to independent finance companies and car companies' affiliated finance arms. Many of the high-street supermarkets, including Tesco and Sainsbury's, also offer personal loans.

About 70% of all cars (new and used) in western markets are financed by auto loans. Following the acquisition of domestic property, the acquisition of a car is the second biggest investment, undertaken up to 10 times in the average customer's lifetime.

Competition in the auto finance business in the UK has historically been fierce, with traditional banks having to compete with new entrants such as independent leasing companies and specialised car finance institutions. However, as a result of the on-going financial crisis a number of competitors have scaled back their activities in the motor finance market which has given VWFS the opportunity to significantly increase volumes whilst maintaining favourable margins.

Incorporation, Registered Office and Purpose

VWFS (UK) Limited ("VWFS") is a wholly owned subsidiary of Volkswagen Financial Services AG which has its headquarters in Braunschweig, Germany. VWFS was incorporated on 11th November 1993 and commenced trading on 1st April 1994. It is currently the second largest (in terms of retail financing) finance subsidiary after the German parent company operation.

Prior to 1994, financial services within the UK were operated under a joint venture agreement, between V.A.G (UK) Limited and Lloyds-Bowmaker (now LUDT) and marketed under the trading

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name of V.A.G Finance. In 1994 VWFS began to trade within the UK. Core finance case administrative functions were sub contracted to Lloyds-Bowmaker.

In June 1999, following the development of core operating systems, staffing and processes, VWFS began the origination of finance contracts in order to create its own business portfolio. Existing contracts continued to be administered by Lloyds-Bowmaker.

VWFS provides financial services to support all of the automotive brands within the Volkswagen Group. These include Volkswagen (including Volkswagen commercial vehicles), Audi, Bentley, SEAT and Skoda. Since July 2010, VWFS has also provided financial services to Porsche Cars Great Britain. The hire purchase retail portfolio contained £3.6 billion of earning assets at December 2011. VWFS' administrative headquarters are within a purpose built complex located at Milton Keynes, Buckinghamshire, England. At the end of 2011 the company employed just over 500 people. Milton Keynes is also the base for the headquarters of Volkswagen Group (UK) Limited which is the UK importer for Volkswagen (including Volkswagen commercial vehicles), Audi, Skoda and SEAT.

VWFS co-operates closely with approximately 800 dealerships of the Volkswagen Group. A dealer can thus offer the customer a complete, competent, personal one-stop service from a single source, including the financing. The co-operation between VWFS, the importer and the dealer-partner is established by dealer agreements. Under these agreements the dealer-partner is given the responsibility for marketing the products and services of the Volkswagen Group and VWFS and to service the trade-marked-products of the Volkswagen Group and VWFS. Dealers receive valuable support in the form of diverse training measures and extensive marketing support.

Volkswagen Financial Services (UK) Limited is incorporated under the laws of the England as a company with limited liability having its corporate seat at Milton Keynes, United Kingdom and its registered offices at Brunswick Court, Yeomans Drive, Blakelands, Milton Keynes with registered number 02835230.

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BUSINESS PROCEDURES OF VOLKSWAGEN FINANCIAL SERVICES (UK) LIMITED

Under the Servicing Agreement, the Receivables are to be administered together with all other Receivables of VWFS according to VWFS's normal business procedures as they exist from time to time. The Obligors will not be notified of the fact that the Receivables from their Financing Contracts have been assigned to the Issuer, except upon the occurrence of a Notification Event.

The normal business procedures of VWFS currently include the following:

Negotiation of the Financing Contract and Appraisal of the Creditworthiness of the Prospective Obligor

The customer provides information to enable an application for the financing of a specific vehicle against a specified monthly payment in accordance with the applicable legislation. Before an application is accepted, VWFS checks the credit standing of the customer. For private and commercial retail customer contracts, applications are automatically approved by a scoring system if the information on the application demonstrates that the applicant meets VWFS' criteria for an automatic approval. For this purpose, information from credit reference agencies and data of customer profile are brought together into the connect online system. The scoring system takes into account different criteria and factors. Depending on the information which applies to each criterion, the financing application receives a certain amount of scores per criterion according to statistical methods and historical experience. The sum of scores gives VWFS an assessment with respect to the risk of granting a financing contract to the relevant applicant. The scoring process (in particular the weight or the value of the individual scoring criteria and the scoring result) is treated as strictly confidential by VWFS. The performance of the scoring system is monitored regularly by VWFS. Changes to the scoring system are based on the results of regular VWFS statistical analysis. Applications not automatically accepted by the scoring system have to be decided by an employee of the new business department. The employees of the new business department have a high level of experience in underwriting (generally with at least two years or more and a wider experience within VWFS). Each employee is personally assigned a credit ceiling up to which she/he may underwrite a given loan. The Obligor pays a contractually specified monthly instalment at a stipulated payment date, with the number of payments corresponding with the number of months covered by the financing period. In the case of personal contract purchase agreements and lease purchase agreements, a larger final instalment is due at the end of the Financing Contract term. Under personal contract purchase agreements the Obligor has the right to return the vehicle at the contract maturity without payment of the balloon payment, provided that if the vehicle has completed greater than the specified number of miles, excess mileage charges are due from the Obligor. This option does not apply to the lease purchase agreements. VWFS requests each Obligor to accept a procedure by which the monthly instalments shall be debited directly from the Obligor's bank account. So far approximately 99% of all Obligors voluntarily chose to make use of this procedure. Collections

The main task of the Collections department is to control/reduce aged debts whilst being fully compliant with all regulations, yet delivering the best possible customer experience. Our intention is to assist customers that have genuinely hit hard times to bring their agreements back up to date in the shortest possible time in order to achieve excellent customer retention. Depending on their agreed levels of authority, staff can approve payment plans if deemed to be justifiable/reasonable.

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VWFS receives regular direct debits on the agreed due date (this process is normally initiated three business days before the specified due date). In cases where the customer’s bank fails to honour payment of the direct debit amount, a reversal of the amount is recorded on the corresponding account at VWFS. Daily electronic updates of the unpaid claims are usually received by VWFS 1 day after the due date. Depending on the rejection code, VWFS will automatically represent the direct application request, advising the customer by automatic letter. If payment fails for a second time, VWFS will contact the customer by telephone (or letter if telephone contact is unsuccessful). All agreements in arrears are managed by a bespoke SAP collections workflow system which is risk based. High-risk accounts are generally passed on for phone collection as of the 10th day. In the event of continued non-payment, Collections attempt to make further contact by telephone, a suite of system letters or email.

Where rectifying the arrears situation is not possible, a robust collections process is followed. Once all appropriate reminder notices (e.g. a default notice on a regulated agreement) have been issued and expired, a termination notice is issued. Once termination has been executed, VWFS secures the legal return of the vehicles as quickly as possible using the most appropriate methods (e.g. repossession agents, Return of Goods action via VWFS’ solicitors if the agreement is regulated and a third paid, Debt Counselling etc).

Termination Procedure

Upon legal termination of an agreement, the customer is required to pay the full balance or, alternatively, to deliver the vehicle to a location nominated by VWFS. In the event of non-compliance, the agreement is transferred to one of the four nominated repossession agents to make contact with the customer. Under FSA guidelines, the customer is advised of this by letter when the agreement is allocated to the agent.

The agent will either secure the return of the vehicle, arranging for it to be delivered to a nominated BCA site, or collect payment of the balance. On occasion we may accept payment of the full arrears, but advise the customer the agreement remains terminated and any payments are deducted from the full outstanding balance. Should they default in future, the customer is given no further opportunity to pay the accrued sums – only the full balance or vehicle return will be acceptable.

When a vehicle arrives at the nominated BCA site, it is scanned upon entry to the site and entered into the BCA stock management system. Vehicles are then sold in a series of auctions by BCA, some of these are specific to VWFS vehicles.

If any liability remains outstanding following the sale of the vehicle, the customer is advised of the outstanding amount by letter and if unable to clear the liability in full, we would agree a payment plan. Where the customer is unable or unwilling to pay we will consider legal action or full and final write off.

Charged-Off Receivables

Charged-Off Receivables are Purchased Receivables in respect of which:

(a) the relevant financing contract has terminated (whether by way of early settlement, termination or maturity), as recorded on the Servicer's contract management system; and

(b) at least 180 days has passed from the date of such termination; and

(c) the relevant Vehicle has been sold by the Servicer.

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Audits

The internal audit department of Volkswagen Financial Services AG audits VWFS. Its controlling procedures include audits of customer receivables with respect to their amounts and their punctual payment. Under UK law the annual financial statements of a company must be audited by an independent audit company. Auditors

PricewaterhouseCoopers LLP, Exchange House, Central Business Exchange, Midsummer Boulevard, Central Milton Keynes, MK9 2DF, ("PwC") audits the annual financial statements of VWFS.

Volkswagen Financial Services UK Ltd Retail Financing Business Selected figures for the years 2006-2011:

2011 2010 2009 2008 2007 2006 New contracts 179,779 157,527 127,015 123,528 103,602 86,726 (number) - thereof new cars 108,922 87,071 70,477 76,204 63,928 51,524 - thereof used cars 70,857 70,456 56,538 47,324 39,674 35,202 Contracts outstanding 388,578 337,796 293,987 261,379 216,657 193,647 (number) - thereof new cars 231,395 196,166 179,560 167,276 136,948 126,249 - thereof used cars 157,183 141,630 114,427 94,103 79,709 67,398

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ADMINISTRATION OF THE RECEIVABLES UNDER THE SERVICING AGREEMENT

VWFS has agreed to act as Servicer under the Servicing Agreement. In this capacity, VWFS has agreed to perform the following tasks according to its usual business practices as they exist from time to time:

- service and collect the Receivables in accordance with the Servicing Agreement;

- transfer to the Distribution Account of the Issuer on each Payment Date the Collections for the Monthly Period ending on the month end prior to such Payment Date;

- invest the funds standing to the credit of the Distribution Account in Permitted Investments, provided that such funds are not required for payment of any other amount under the applicable Order of Priority; and

- perform other tasks incidental to the above.

Administration of Collections, Costs of Administration and Replacing of the Servicer

The Servicer shall use all reasonable endeavours to:

(a) collect all Purchased Receivables, and ensure payment of all sums, due under or in connection with the relevant Purchased Receivables;

(b) ensure payment of all sums so collected into the Collection Accounts in accordance with this Agreement;

(c) recover amounts from Obligors that are not paid when due;

(d) enforce all obligations of Obligors under the Financing Contracts; and

(e) assist in the sale or disposal of each Vehicle following termination of its related Financing Contract where the Vehicle is returned to the Servicer and use its reasonable commercial endeavours to achieve a fair market price for such Vehicle sold or disposed of,

in each case on behalf of the Issuer and the Security Trustee in an efficient and timely fashion in accordance with the provisions of the Financing Contracts and its Customary Operating Practices.

In case, an action needs to be taken in relation to an Obligor, the Servicer may, in accordance with its Customary Operating Practices:

(a) take such action as may be necessary or desirable or as the Servicer determines (including, if necessary, court proceedings and the employment by the Servicer as disclosed agent for the Issuer of solicitors to carry out any necessary court or other proceedings) against any Obligor in relation to a defaulted Purchased Receivable; and

(b) on requests keep the Issuer or the Security Trustee informed (respectively) of all material actions and decisions taken in each case following its Customary Operating Practices.

Subject to and in accordance with the applicable Order of Priority and the Servicing Agreement, as consideration for the provision by it of the Services, the Servicer will be entitled to receive the Servicer Fee on each Payment Date in arrears.

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If a Servicer Replacement Event (as described below) occurs and is continuing, the Issuer may, with the consent of the Security Trustee, or the Security Trustee may itself, elect to terminate the Servicer's appointment hereunder by giving written notice of such election to the Servicer and specifying the date of such termination in such notice provided that such termination shall not take effect until a successor servicer has been appointed in accordance with the provisions of the Servicing Agreement. After receipt by the Servicer of a notice from the Issuer or Security Trustee but prior to the Servicer Termination Date, the Servicer shall:

(a) hold to the order of the Issuer and the Security Trustee (or such person as the Issuer shall direct) the Purchased Receivable Records, the Servicer Records and the Transaction Documents;

(b) hold to the order of the Issuer and the Security Trustee any monies then held by it on behalf of the Issuer together with any other assets of the Issuer then held by it;

(c) other than as the Issuer or the Security Trustee may direct pursuant to paragraph (e) below, continue to perform all of the Services (unless prevented by any applicable laws, regulations, judgments and other directions or orders to which it may be subject) until the time and date specified in a Servicer Termination Notice or until the date mutually agreed between the Servicer, the Issuer and the Security Trustee;

(d) take such further action in accordance with the terms of this Agreement as the Issuer or the Security Trustee may reasonably direct in relation to the Servicer's obligations under this Agreement, including, if so requested, giving a Notification Event Notice to the Obligors as may be necessary to enable the Services to be performed by a successor servicer; and

(e) stop taking any such action under the terms of this Agreement as the Issuer or the Security Trustee may reasonably direct, including, the collection of Collections into the Collection Accounts, communication with Obligors or dealing with the Purchased Receivables.

Reporting Duties of Servicer

The Servicer will, on each Monthly Investor Report Performance Date, calculate the following items in respect of the preceding Monthly Period:

(a) the expected Collections for the relevant fifteen day period following such day of determination;

(b) the estimated Collections for the relevant fifteen day period preceding such day of determination; and

(c) the aggregate amount of Collections to be paid to the Distribution Account.

The Servicer shall, furthermore, provide the Rating Agencies with the reports and information which the latter reasonably need to maintain their rating of the Notes.

Dismissal and Replacement of the Servicer

If any of the following events (each a "Servicer Replacement Event") shall occur:

(a) the Servicer fails to make any payment or deposit to be made by it to the Distribution Account within five (5) Business Days of when due;

(b) the Servicer fails on two separate occasions within any continuous period of 12 months to deliver a copy of the Monthly Investor Report to the Noteholders within five (5) Business Days of the date upon which it is required so to do pursuant to the terms of the Servicing Agreement;

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(c) the Servicer shall fail to perform or observe in any material respect any material term, covenant or agreement hereunder applicable to it (other than as referred to in paragraphs (a) or (b) above) and such failure shall remain unremedied for sixty (60) days (or if such failure is not capable of remedy, in the Servicer's sole discretion, five Business Days) after receipt by the Servicer of written notice from the Issuer or any Noteholder requiring the failure to be remedied, (which Servicer Replacement Event shall be deemed to occur only upon the last day of the relevant period);

(d) any material written representation or warranty made by the Servicer in its capacity as such in the Servicing Agreement or any of the Transaction Documents proves to have been incorrect, in any material respect, when made or deemed to be made by reference to the facts and circumstances then subsisting (provided, that repurchase or exchange of a Receivable by VWFS in accordance with the Receivables Purchase Agreement or the Warranty Breach Repurchase Deed shall be deemed to remedy such circumstances with respect to such Receivable), and such incorrect representation or warranty shall remain unremedied for sixty (60) days (or, if such failure is not capable of remedy, in the Servicer's sole discretion, five Business Days) after receipt by the Servicer of written notice from the Issuer or any Noteholder requiring the circumstances causing or responsible for such misrepresentation to be remedied (which Servicer Replacement Event shall be deemed to occur only upon the last day of the relevant period);

(e) the Servicer becomes subject to an Insolvency Event;

(f) the Servicer fails to renew, or suffers the revocation of, the necessary licences to conduct its business under the Consumer Credit Act 1974 or the Data Protection Act, and such licences are not replaced or reinstated within 60 days; or

(g) there is a going concern qualification in the annual audited financial statements of the Servicer,

provided, however, that if a Servicer Replacement Event referred to under paragraph (a), or (b) above has occurred and was caused by an event beyond the reasonable control of the Servicer and if the respective delay or failure of performance is cured within a period of 90 days, a Servicer Replacement Event will be deemed not to have occurred.

If a Servicer Replacement Event occurs and is continuing, the Issuer may, with the consent of the Security Trustee, or the Security Trustee may itself, elect to terminate the Servicer’s appointment under the Servicing Agreement by giving written notice of such election to the Servicer and specifying a date of such termination in such notice, provided that such termination shall not take effect until a successor servicer has been appointed in accordance with the provisions of the Servicing Agreement.

Upon and after such termination, all authority and power of the Servicer will terminate and be of no further effect and (a) the retiring Servicer shall no longer hold itself out in any way as the agent of any party to the Agreement pursuant to the Servicing Agreement; (b) the rights and obligations of the retiring Servicer and any obligations of the Issuer, each of the Sellers and the Security Trustee to the retiring Servicer shall cease but the relevant termination shall be without prejudice to (i) any liabilities or obligations of the retiring Servicer to the Issuer, each of the Sellers or the Security Trustee or any successor servicer incurred or arising up to the Servicer Termination Date; (ii) any liabilities or obligations of the Issuer, each of the Sellers or the Security Trustee to the retiring Servicer incurred or arising up to the Servicer Termination Date and (iii) the retiring Servicer's obligation to deliver documents and materials.

On the Servicer Termination Date, the retiring Servicer shall (save as prohibited or required otherwise by any applicable laws, regulations, judgments and other directions or orders to which it may be subject) immediately deliver or make available to (and in the meantime shall hold to the order of) (a) if a successor servicer has then been appointed, such successor servicer; or (b) failing such appointment,

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the Issuer; the Purchased Receivable Records, the Servicer Records and the Transaction Documents (provided that the retiring Servicer shall have the right to make and retain such copies of any such records as it desires at its own cost) and any monies then held by the retiring Servicer on behalf of the Issuer and any other assets of the Issuer then held by it; and take such further action as the Issuer, the Security Trustee or the successor servicer appointed to replace the retiring Servicer may reasonably direct in order to effectively transfer its rights and obligations under the Servicing Agreement to a successor servicer.

The successor servicer shall be appointed by the Issuer and the Security Trustee with effect from the Servicer Termination Date by the entry of the successor servicer, the Issuer and the Security Trustee into a replacement servicing agreement which complies with the following provisions:

An entity may be appointed as successor servicer only if:

(a) it has experience of administering assets reasonably similar to the Purchased Receivables being administered by the Servicer or is able to demonstrate that it has the capability to administer assets reasonably similar to the Purchased Receivables being administered by the Servicer;

(b) it has a net worth of not less than £25,000,000;

(c) it is willing to enter into an agreement with the parties to Servicing Agreement (other than VWFS except in its capacity as Seller) which provides for the successor servicer to be remunerated at such a rate as is agreed by the Issuer but which does not exceed the rate then commonly charged by providers of services of the kind described in the Servicing Agreement and required by the Servicing Agreement to be provided by the Servicer and is otherwise on substantially the same terms as those of the Servicing Agreement;

(d) the Noteholders have consented to its appointment; and

(e) the Rating Agencies are notified of the identity and intended appointment of the successor servicer.

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SECURITY TRUSTEE

Wilmington Trust (London) Limited has been appointed as Security Trustee under the Trust Agreement.

Wilmington Trust (London) Limited, a limited liability company incorporated in London and having its registered address at Third Floor, 1 King’s Arms Yard, London EC2R 7AF, United Kingdom and acting through its managing directors (the "Security Trustee") will provide the trustee services to the Noteholders pursuant the Trust Agreement. Wilmington Trust (London) Limited belongs to the worldwide active Wilmington Trust group with Wilmington Trust Corporation as its head.

Wilmington Trust Corporation is a division of the M&T Bank group. M&T’s common stock is traded on the New York Stock Exchange (NYSE, stock trading symbol: MTB).

The Wilmington Trust group exists since more than 100 years being a major player in the trust business. Wilmington Trust is mandated in over 3,000 mortgage and asset-backed securitisations representing nearly 200 issuers and a wide variety of asset classes. Wilmington Trust is the independent and neutral partner with no lending or securities underwriting conflicts.

The information in the preceding 3 paragraphs has been provided by Wilmington Trust (London) Limited for use in this Base Prospectus and Wilmington Trust (London) Limited is solely responsible for the accuracy of the preceding 3 paragraphs. Except for the foregoing 3 paragraphs, Wilmington Trust (London) Limited in its capacity as Security Trustee, and its affiliates have not been involved in the preparation of, and do not accept responsibility for, this Base Prospectus.

To the best knowledge and belief of the Issuer, the above information has been accurately reproduced. The Issuer is able to ascertain from the above information published by the Security Trustee that no facts have been omitted which would render the reproduced information inaccurate or misleading.

For the complete text of the Trust Agreement, see "TRUST AGREEMENT".

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PAYING AGENT, INTEREST DETERMINATION AGENT, CASH ADMINISTRATOR

BNP Paribas Securities Services, a société en commandite par actions (S.C.A.) incorporated under the laws of France, registered with the Registre du Commerce et des Sociétés of Paris under number 552 108 011, whose registered office is at 3, Rue d’Antin - 75002 Paris, France and acting through its Luxembourg Branch whose offices are at 33, rue de Gasperich, L-5826 Hesperange, having as postal address L-2085 Luxembourg and registered with the Luxembourg trade and companies register under number B 86862. The information in the preceding paragraph has been provided by BNP Paribas Securities Services, Luxembourg Branch for use in this Base Prospectus and BNP Paribas Securities Services, Luxembourg Branch is solely responsible for the accuracy of the preceding paragraph. Except for the foregoing paragraph, BNP Paribas Securities Services, Luxembourg Branch in its capacity as Calculation Agent has not been involved in the preparation of and does not accept responsibility for, this Base Prospectus. To the best knowledge and belief of the Issuer, the above information about the Agent has been accurately reproduced. The Issuer is able to ascertain from such information published by the Agent that no facts have been omitted which would render the reproduced information inaccurate or misleading.

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ACCOUNT BANK

This description of Account Bank does not purport to be a summary of, and is therefore subject to, and qualified in its entirety by reference to, the detailed provisions of the Account Agreement and the other Transaction Documents.

BNP Paribas Securities Services, a société en commandite par actions (S.C.A.) incorporated under the laws of France, registered with the Registre du Commerce et des Sociétés of Paris under number 552 108 011, whose registered office is at 3, Rue d’Antin - 75002 Paris, France and acting through its Luxembourg Branch whose offices are at 33, rue de Gasperich, L-5826 Hesperange, having as postal address L-2085 Luxembourg and registered with the Luxembourg trade and companies register under number B 86862. The information in the preceding paragraph has been provided by BNP Paribas Securities Services, Luxembourg Branch for use in this Base Prospectus and BNP Paribas Securities Services, Luxembourg Branch is solely responsible for the accuracy of the preceding paragraph. Except for the foregoing paragraph, BNP Paribas Securities Services, Luxembourg Branch in its capacity as Calculation Agent has not been involved in the preparation of and does not accept responsibility for, this Base Prospectus. To the best knowledge and belief of the Issuer, the above information about the Account Bank has been accurately reproduced. The Issuer is able to ascertain from such information published by the Account Bank that no facts have been omitted which would render the reproduced information inaccurate or misleading.

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RATINGS

The Notes are expected to be rated AAAsf by Fitch, AAA (sf) by DBRS and AAA(sf) by S&P.

The rating of "AAA" is the highest rating that Fitch assigns to long term debts, "AAA" is the highest rating that DBRS assigns to long term debts and "AAA" is the highest rating S&P assigns.

The rating of the Notes addresses the ultimate payment of principal and timely payment of interest according to the Conditions. The rating takes into consideration the characteristics of the Receivables and the structural, legal, tax and Issuer-related aspects associated with the Notes.

The ratings assigned to the Notes should be evaluated independently from similar ratings on other types of securities. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal by the Rating Agencies at any time. In the event that the ratings initially assigned the Notes by the Rating Agencies are subsequently withdrawn or lowered for any reason, no person or entity is obliged to provide any additional support or credit enhancement with respect to such Notes.

The Issuer has not requested a rating of the Notes by any rating agency other than the Rating Agencies; there can be no assurance, however, as to whether any other rating agency will rate the Notes or, if it does, what rating would be assigned by such other rating agency. The rating assigned to the Notes by such other rating agency could be lower than the respective ratings assigned by the Rating Agencies.

References to ratings of Fitch, DBRS and S&P in this Base Prospectus shall refer to www.fitchratings.com, www.dbrs.com and www.standardandpoors.com respectively.

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THE ISSUER

1. General

The Issuer, a public company with limited liability (société anonyme), was incorporated for the purpose, amongst others, of issuing asset backed securities under the laws of Luxembourg on 29 July 2011 for an unlimited period and has its registered office at 52-54 Avenue du X Septembre, L-2550 Luxembourg (telephone: (+352) 2602 491) acting for and on behalf of its specific Compartment 1 duly created by resolutions of its Board of Directors on 23 November 2011. The Issuer is registered with the Luxembourg Commercial Register under registration number B 162.723.

The Issuer has expressly elected in its Articles of Incorporation to be governed by the Luxembourg Securitisation Law. It is considered that the Issuer will qualify as a "securitisation company" under Luxembourg Securitisation Law with effect from the Issue Date and will be subject to Luxembourg taxation on its retained earnings in accordance with the aforementioned Law. The amount of such of such profits is expected to be Euro 1,750.

The Issuer currently does not intend to issue securities on a continuous basis to the public and if at a later point it did, it will first apply for a license pursuant to, and in accordance with the provisions of the Luxembourg Securitisation Law.

2. Corporate purpose of the Issuer

The Issuer has as its business purpose the securitisation (within the meaning of the Luxembourg Securitisation Law which has been expressly adopted by the Issuer in its articles of incorporation) of risks associated to any kind of hiring and purchase receivables, vehicles and related assets and collateral. The Issuer may issue securities of any nature and in any currency and, to the largest extent permitted by the Luxembourg Securitisation Law, pledge, mortgage or charge or otherwise create security interests in and over its assets, property and rights to secure its obligations. The Issuer may enter into any agreement and perform any action necessary or useful for the purposes of carrying out transactions permitted by the Luxembourg Securitisation Law, including, without limitation, disposing of its assets in accordance with the relevant agreements and its articles of incorporation. The Issuer may only carry out the above activities if and to the extent that they are compatible with the Luxembourg Securitisation Law.

3. Compartment

The board of directors of the Issuer may, in accordance with the terms of the Luxembourg Securitisation Law, and in particular its article 5, create one or more Compartments within the Issuer. Each Compartment shall correspond to a distinct part of the assets and liabilities in respect of the corresponding funding. The resolution of the board of directors creating one or more Compartments within the Issuer, as well as any subsequent amendments thereto, shall be binding as of the date of such resolutions against any third party.

As between investors, each Compartment of the Issuer shall be treated as a separate entity. Rights of creditors and investors of the Issuer that (i) relate to a Compartment or (ii) have arisen in connection with the creation, the operation or the liquidation of a Compartment are strictly limited to the assets of that Compartment which shall be exclusively available to satisfy such creditors and investors. Creditors and investors of the Issuer whose rights are not related to a specific Compartment of the Issuer shall have no rights to the assets of such Compartment.

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Unless otherwise provided for in the resolution of the board of directors of the Issuer creating such Compartment, no resolution of the board of directors of the Issuer may amend the resolution creating such Compartment or to directly affect the rights of the creditors and investors whose rights relate to such Compartment without the prior approval of the creditors and investors whose rights relate to such Compartment. Any decision of the board of directors taken in breach of this provision shall be void.

Without prejudice to what is stated in the precedent paragraph, each Compartment of the Issuer may be separately liquidated without such liquidation resulting in the liquidation of another Compartment of the Issuer or of the Issuer itself.

Fees, costs, expenses and other liabilities incurred on behalf of the Issuer but which do not relate specifically to any Compartment shall be general liabilities of the Issuer and shall not be payable out of the assets of any Compartment. The board of directors of the Issuer shall ensure that creditors of such liabilities waive recourse to the assets of any Compartment. If such creditors do not waive recourse and such general liabilities cannot be otherwise funded, they shall be apportioned pro rata among the Compartments of the Issuer upon a decision of the board of directors.

With board resolution dated 03 November 2011 the Issuer created Compartment 1. With board resolution dated 15 November 2012, the Issuer authorised the transaction and the issuance of the Notes.

4. Business Activity

In respect of the Transaction, the principal activities of the Issuer, acting with respect to its Compartment 1, will be the issue of the Notes, in connection with the Transaction, the granting of the Security, the entering into the Subordinated Loan Agreement, respectively, the entering into the Swap Agreements and the entering into all other Transaction Documents to which it is a party and the opening of the Distribution Account, the Accumulation Account, the Counterparty Downgrade Collateral Account and the Cash Collateral Account and the exercise of related rights and powers and other activities reasonably incidental thereto.

5. Corporate Administration and Management

The following directors of the Issuer have been appointed in the shareholders’ meeting following the incorporation of the Issuer:

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DIRECTOR BUSINESS ADDRESS PRINCIPAL ACTIVITIES OUTSIDE THE ISSUER

Zamyra Heleen Cammans, born in Utrecht on 11 February 1969

52-54 Avenue du X Septembre, L-2550 Luxembourg

Professional in the domiciliation business

Petronella Johanna Sophia Dunselman, born in Amsterdam on 6 April 1965

52-54 Avenue du X Septembre, L-2550 Luxembourg

Professional in the domiciliation business

Bernard Herman Hoftijzer, born in Arnhem on 24 March 1969

52-54 Avenue du X Septembre, L-2550 Luxembourg

Professional in the domiciliation business

Each of the directors confirms that there is no conflict of interest between his or her duties as a director of the Issuer and his or her principal and/or other activities outside Driver UK Master S.A.

6. Capital, Shares and Shareholders

The subscribed capital of the Issuer is set at GBP 29,000 divided into 2,900 fully paid up, registered shares with a par value of GBP 10 each. Each of the directors confirms that there is no conflict of interest between his or her duties as a director of the Issuer and his or her principal and/or other activities outside the Issuer.

The sole shareholder of the Issuer is Stichting CarLux. Stichting CarLux is a foundation duly incorporated and validly existing under the laws of The Netherlands with its registered office at Claude Debussylaan 24, 1082 MD Amsterdam, The Netherlands. Stichting CarLux is registered with the trade register of the Chamber of Commerce in Amsterdam under number 34283304.

7. Capitalisation

The share capital of the Issuer as at the date of this Base Prospectus is as follows:

Share Capital

Authorised, subscribed, issued and fully paid up: GBP 29,000

8. Indebtedness

The Issuer has no material indebtedness, contingent liabilities and/or guarantees as at the date of the Base Prospectus, other than that which the Issuer has incurred or shall incur in relation to the transactions contemplated in the Base Prospectus.

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9. Holding Structure

Stichting CarLux, prenamed 2,900 shares

⎯⎯⎯⎯⎯⎯⎯⎯⎯⎯⎯⎯⎯⎯⎯ 

Total 2,900 shares

10. Subsidiaries

The Issuer has no subsidiaries or Affiliates.

11. Name of the Issuer’s Financial Auditors

PricewaterhouseCoopers S.à.r.l. 400, route d'Esch B.P. 1443 L-1014 Luxembourg Luxembourg PricewaterhouseCoopers S.à.r.l. is a member of the Institut des Réviseurs d' Entreprises.

12. Main Process for Director’s Meetings and Decisions

The Issuer is managed by a board of directors comprising at least three (3) members, whether shareholders or not, who are appointed for a period not exceeding six years by the general meeting of shareholders which may at any time remove them.

The number of directors, their term and their remuneration are fixed by the general meeting of the shareholders.

The board of directors may elect from among its members a chairman.

The board of directors convenes upon call by the chairman, as often as the interest of the Issuer so requires. It must be convened each time two directors so request.

Directors may participate in a meeting of the board of directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other, and such participation in a meeting will constitute presence in person at the meeting, provided that all actions approved by the directors at any such meeting will be reproduced in writing in the form of resolutions.

Resolutions signed by all members of the board of directors will be as valid and effective as if passed at a meeting duly convened and held. Such signatures may appear on a single document or multiple copies of an identical resolution and may be evidenced by letter, fax, email or similar communication.

The board of directors is vested with the powers to perform all acts of administration and disposition in compliance with the corporate objects of the Issuer.

13. Financial Statements

Audited financial statements will be published by the Issuer on an annual basis.

The business year of the Issuer extends from 1 July to 30 June of each year. The first business year begins on 29 July 2011 (date of incorporation) and ends on 30 June 2011 so that the first annual general meeting of the shareholder will be held in 2012. Since its incorporation, no annual accounts have yet been prepared or published.

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14. Inspection of Documents

For the life of the Notes, the following documents (or copies thereof)

the Articles of Incorporation of the Issuer;

minutes of the meeting of the board of directors of the Issuer approving the issue of the Notes, the issue of this Base Prospectus and the Transaction as a whole;

the commitment letter of the shareholder of the Issuer approving the negative covenants as set out in Clauses (37.4, 37.8, 37.9 37.10 and 37.12) of the Trust Agreement;

the Base Prospectus, the Incorporated Terms Memorandum and all the Transaction Documents referred in this Base Prospectus; and

may be inspected at the Issuer’s registered office at 52-54, Avenue du X Septembre, L-2550 Luxembourg.

The Notes will be obligations of the Issuer acting with respect to its Compartment 1 only and will not be guaranteed by, or be the responsibility of VWFS or any other person or entity. It should be noted, in particular, that the Notes will not be obligations of, and will not be guaranteed by the Seller, the Servicer (if different), the Interest Determination Agent, the Security Trustee, the Managers, the Co-Arrangers or any of their respective Affiliates, the Subordinated Lender, the Account Bank, the Principal Paying Agent, the Calculation Agent, the Swap Counterparties, the Corporate Services Provider or any other party described under this Base Prospectus.

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CORPORATE ADMINISTRATION AND ACCOUNTS

Corporate Administration

Pursuant to the Corporate Services Agreement, the Issuer has appointed Wilmington Trust SP Services (Luxembourg) S.A., 52-54 Avenue du X Septembre, L-2550 Luxembourg as Corporate Services Provider to provide management, secretarial and administrative services to the Issuer including the provision of directors of the Issuer. The Corporate Services Provider is a public limited liability company (Société Anonyme) incorporated in Luxembourg. It is not in any manner associated with the Issuer or with the Volkswagen Group. The Corporate Services Provider will inter alia provide the following services to the Issuer:

– provide three directors and secretarial, clerical, administrative services;

– convene meetings of shareholders;

– maintain accounting records; and

– procure that the annual accounts of the Issuer are prepared, audited and filed.

The Corporate Services Provider will, furthermore, fulfil or cause to be fulfilled all the obligations of the Issuer under the contracts to which the Issuer is a party and which are mentioned in this Base Prospectus, which are as follows:

– Receivables Purchase Agreements;

– Servicing Agreement;

– Corporate Services Agreement;

– Trust Agreement, Pledge Agreements and Supplemental Deed of Charge and Assignment;

– Swap Agreements;

– Agency Agreement;

– Subordinated Loan Agreement;

– Account Agreement; and

– Note Purchase Agreements.

As consideration for the performance of its services and functions under the Corporate Services Agreement, the Issuer will pay the Corporate Services Provider a fee as separately agreed. Recourse of the Corporate Services Provider against the Issuer is limited accordingly. See "TERMS AND CONDITIONS OF THE NOTES".

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TERMS AND CONDITIONS OF THE NOTES

The terms and conditions of the Notes (the "Conditions") are set out below. Annex A to the Conditions sets out the "TRUST AGREEMENT", Annex B to the Conditions sets out the "INCORPORATED TERMS MEMORANDUM". In case of any overlap or inconsistency in the definition of a term or expression in the Conditions and elsewhere in this Prospectus, the definition contained in the Conditions will prevail. For Annex A referred to under the Conditions of the Notes see "TRUST AGREEMENT".

1. Form and Nominal Amount of the Notes

(a) The issue by Driver UK Master S.A., acting with respect to its Compartment 1 (the "Issuer") in an aggregate nominal amount of up to GBP 2,500,000,000 (the "Nominal Amount") is divided into up to

Notes payable to bearer (the "Notes"), each having a nominal amount of GBP100,000.

(b) The Notes of each Series are represented by a permanent global bearer note (the "Permanent Global Note") without coupons. The Permanent Global Note will be kept in custody by or on behalf of the Clearing System. "Clearing System" means each of the following: Clearstream Banking, société anonyme (42 Avenue JF Kennedy, 1855 Luxembourg, Luxembourg) ("Clearstream, Luxembourg") and Euroclear Bank SA/NV (Boulevard du Roi Albert II, 1210 Brussels, Belgium) ("Euroclear") (CBL and Euroclear each an "ICSD" and together the "ICSDs") and any successor in such capacity. The Permanent Global Note is issued in new global note ("NGN") form and is kept in custody by a common safekeeper on behalf of both ICSDs. Any reference to the "holder" shall be a reference to any holder of a proportionate co-ownership or other beneficial interest or right in the Notes. The Permanent Global Note will bear the personal signatures of two directors of Driver UK Master S.A. and will be authenticated by two authorised signatories of the Principal Paying Agent.

(c) The interests in the Notes are transferable only according to applicable rules and regulations of Clearstream, Luxembourg and Euroclear, as the case may be. The Permanent Global Note issued for a particular Series of Notes will not be exchangeable for definitive Notes of such Series.

(d) The Issuer issued on the Closing Date other Series of Notes in an amount of up to GBP 2,500,000,000 which rank pari passu to Notes with respect to payment of interest and principal as described in the Order of Priority. The Issuer borrowed from the Subordinated Lender the Subordinated Loan on the Closing Date and further Subordinated Loan Required Advances on Additional Borrowing Dates, which ranks junior to the Notes with respect to payment of interest and principal as described in the Order of Priority.

(e) The Notes are subject to the provisions of the Trust Agreement between, inter alia, the Issuer, the Security Trustee and Volkswagen Financial Services (UK) Limited. The provisions of the Trust Agreement are set out in Annex A. Annex A constitutes part of these Conditions. The Trust Agreement is available for inspection during normal business hours at the specified offices of BNP Paribas Securities Services, Luxembourg Branch (the "Listing Agent").

(f) The aggregate principal amount of a Series of Notes represented by the relevant Permanent Global Note shall be the aggregate amount from time to time entered in the

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records of both ICSDs. The records of the ICSDs (which expression means the records that each ICSD holds for its customers which reflect the amount of such customer’s interest in the Notes of such Series) shall be conclusive evidence of the aggregate principal amount of the Notes of such Series represented by the Permanent Global Note and, for these purposes, a statement issued by an ICSD stating the aggregate principal amount of the Notes of such Series so represented at any time shall be conclusive evidence of the records of the relevant ICSD at that time. On any redemption or payment of an instalment or interest being made in respect of, or purchase and cancellation of, any of the Notes represented by a Permanent Global Note the Issuer shall procure that details of any redemption, payment or purchase and cancellation (as the case may be) in respect of such Permanent Global Note shall be entered accordingly in the records of the ICSDs and, upon any such entry being made, the aggregate principal amount of the Notes recorded in the records of the ICSDs and represented by such Permanent Global Note shall be reduced by the aggregate principal amount of the Notes so redeemed or purchased and cancelled or by the aggregate amount of such instalment so paid.

2. Series

(a) Series of Notes:

On a given Issue Date falling within the Revolving Period, all Notes issued on that date will constitute one or several Series of Notes, which shall be identified by means of:

a four digit number representing the year on which the Series was issued, in the following format: Series "20xx", followed by:

the number of such Series in respect of the relevant year, in the following format "y".

in the following format: Series 20xx-y.

(b) General principles relating to the Series of Notes:

The Notes of different Series shall not be fungible among themselves.

All Notes issued within the same Series shall be fungible among themselves in accordance with and subject to the following provisions:

the Series 20xx-y Notes of the same Series shall all bear the same interest rate in accordance with the provisions of Condition 8;

the interest rate payable under the Series 20xx-y Notes of a given Series shall be paid on the same Payment Dates; and

The Series 20xx-y Notes in respect of a given Series shall have the same Scheduled Repayment Date and the same Series 20xx-y Legal Maturity Date as set out in Condition 9(c).

3. Status and Ranking

(a) The Notes of any Series constitute direct, secured, unconditional and unsubordinated obligations of the Issuer. The Notes rank pari passu among themselves.

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(b) The claims of the holders of the Notes under the Notes are ranked against the claims of all other creditors of the Issuer in accordance with the Order of Priority, unless mandatory provisions of law provide otherwise.

4. The Issuer

The Issuer whose Articles of Incorporation are subject to the Luxembourg Securitisation Law is a company incorporated with limited liability under the laws of Luxembourg and which has been founded solely for the purpose of acquiring the Receivables and issuing the Notes and raising the Subordinated Loan and concluding and executing various agreements in connection therewith.

5. Assets of the Issuer for the Purpose of Payments on the Notes and on the Subordinated Loan, Provision of Security, Limited Payment Obligation

(a) The Issuer will use the proceeds of the Issue of the Notes and of the Subordinated Loan to refinance the acquisition of the Receivables from VWFS and Dunyard to acquire from VWFS Receivables during the Revolving Period and to acquire Additional Receivables from VWFS. The servicing and collection of the Receivables shall initially be carried out on the basis of the Servicing Agreement by VWFS (in this capacity, the "Servicer"). In addition, subject to revocation by the Security Trustee, the Issuer is authorised to collect, to have collected, to realise and to have realised in the ordinary course of its business or otherwise to use the rights and assets assigned for security purposes as necessary. Furthermore, the Issuer has entered into additional agreements in connection with the acquisition of the Receivables and the issue of the Notes and the raising of the Subordinated Loan, in particular, the Subordinated Loan Agreement with Volkswagen International Payment Services N.V., a Corporate Services Agreement with the Corporate Services Provider, the Swap Agreement(s) with the Swap Counterparties, the Trust Agreement with the Security Trustee, the Agency Agreement with VWFS and the Principal Paying Agent, and the Account Agreement with the Account Bank. The Receivables Purchase Agreements, the Servicing Agreement, the Corporate Services Agreement, the Subordinated Loan Agreement, the Agency Agreement and the Account Agreement, are (amongst others) collectively referred to as the "Transaction Documents" and the creditors of the Issuer under these Transaction Documents are referred to as "Transaction Creditors".

(b) In accordance with the Deed of Charge and Assignment and an Assignation in Security, the Issuer with full title guarantee, has assigned in favour of the Security Trustee by first fixed security, all of its present and future right, title and interest to, in and under the English Purchased Receivables. The Issuer also executed and delivered to the Security Trustee a Scottish Declaration of Trust in respect of the Scottish Receivables.

The Issuer also assigned in favour of the Security Trustee by way of first fixed security the benefit of all its present and future rights, title and interest in and under the Charged Transaction Documents and the other charged contracts. Further, the Issuer assigned and pledged its rights under the German Transaction Documents and the Accounts to the Security Trustee under the Trust Agreement.

(c) All payment obligations of the Issuer under the Notes and the Subordinated Loan Agreement constitute solely obligations to distribute amounts out of the Available Distribution Amount as generated, inter alia, by payments to the Issuer by the obligors and by the Swap Counterparties under the Swap Agreement(s), as available on the respective Payment Dates according to the Order of Priority of distribution. The Notes of any Series shall not give rise to any payment obligation in excess of the foregoing

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and recourse shall be limited accordingly. The Issuer shall hold all moneys paid to it – save for certain investments permitted under Clause 20.2 of the Trust Agreement – pursuant to Clause 19 of the Trust Agreement in the Distribution Account. Further, the Issuer will on or around the Issue Date establish and thereafter maintain the Cash Collateral Account pursuant to Clause 19 of the Trust Agreement to provide limited coverage for payments of interest and principal on the Notes and certain other amounts. Furthermore, the Issuer shall exercise all of its rights under the Transaction Documents with the due care of a prudent businessman such that obligations under the Notes may, subject always to the provisions of these Conditions of the Notes as to the Order of Priority, be performed to the fullest extent possible. To the extent that upon the exercise of such rights funds of the Issuer, including in the Distribution Account and the Cash Collateral Account, are insufficient to satisfy in full the claims of all holders of Notes any claims of holders of Notes of the respective Series remaining unpaid shall be extinguished at the Legal Maturity Date applicable to the respective Series of Notes and the Issuer shall have no further obligations thereto and, for the avoidance of doubt, neither the holders of the Notes of the respective Series nor the Security Trustee shall have any further claims against the Issuer in respect of such claims remaining unpaid.

(d) The enforcement of the payment obligations under the Notes, the Subordinated Loan Agreement and the Swap Agreement(s) pursuant to paragraph (c) shall only be effected by the Security Trustee for the benefit of all Noteholders, the Swap Counterparties and the Subordinated Lender. The Security Trustee is required to foreclose on the Receivables and the other collateral it holds in case of a Foreclosure Event, on the conditions and in accordance with the terms set forth in the Trust Agreement.

(e) The other parties to the Transaction Documents shall not be liable for the obligations of the Issuer.

(f) No shareholder, officer, director, employee or manager of the Issuer or of VWFS or its Affiliates shall incur any personal liability as a result of the performance or non-performance by the Issuer of its obligations under the Transaction Documents. Any recourse against such a person is excluded accordingly.

(g) The recourse of the Transaction Creditors is limited to the assets allocated to Compartment 1 of the Driver UK Master S.A..

6. Further Covenants of the Issuer

(a) As long as any of the Notes and/or the Subordinated Loan remains outstanding, the Issuer is not entitled, without the prior consent of the Security Trustee, to develop any activities described in Clause 37 of the Trust Agreement.

(b) The counterparties of the Transaction Documents are not liable for covenants of the Issuer.

7. Payment Date, Payment Related Information

The Issuer shall inform the holders of the Notes, not later than the day on which the Monthly Investor Report is provided, which is the 3rd Business Day prior to each Payment Date by means of the publication provided for under Condition 13, with reference to the Payment Date (as described below) of such month, as follows:

(a) the repayment of the nominal amount payable on each Series of the Notes (if any) and the amount of interest calculated and payable on each Series of Notes on the

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succeeding 20th day of such calendar month, or, if such date is not a Business Day, on the next following Business Day unless that day falls in the next calendar month, in which case the date will be the first preceding day that is a Business Day (each respectively a "Payment Date");

(b) the nominal amount remaining outstanding on each Series of Notes on each respective Payment Date and the amount of interest remaining unpaid, if any, on the Notes of each Series as from such Payment Date;

(c) the remaining Cash Collateral Amount; and

(d) in the event of the final Payment Date with respect to a Series of Notes, the fact that this is the last Payment Date.

The Issuer shall make available for inspection by the holders of the Notes, in its offices at 52-54 avenue du X Septembre, L-2550 Luxembourg and during normal business hours, the documents from which the figures reported to the holders of the Notes are calculated.

8. Payments of Interest

(a) Subject to the limitations set forth in Condition 5(c), each outstanding principal amount in respect of the Notes shall bear interest from (and including) November 2012 (the "[Further] Issue Date") until (and including) the day preceding the day on which the principal amount has been reduced to zero.

(b) Interest shall be paid in arrears on each Payment Date. The amount of interest payable in respect of each Note on any Payment Date shall be calculated by applying the Notes Interest Rate for the relevant Interest Accrual Period to the principal amount outstanding immediately prior to the relevant Payment Date and multiplying the result by the actual number of days in the relevant Interest Accrual Period divided by 365 and rounding the result to the nearest full cent, all as determined by BNP Paribas Securities Services, Luxembourg (the "Interest Determination Agent").

(c) The interest rate to be used for calculating the amount of interest payable pursuant to paragraph (b) shall be LIBOR plus 0.60 per cent (the "Margin", as set out in the relevant Final Terms) per annum (the " Notes Interest Rate") per annum, with LIBOR being determined by the Interest Determination Agent on the following basis:

(i) at or about 11.00 a.m. on each Payment Date (each such day, a "LIBOR Determination Date"), the Interest Determination Agent will determine the offered quotation to leading banks in the London interbank market ("LIBOR") for one month Sterling deposits (rounded to five decimal places with the mid-point rounded up) by reference to the display designated as the British Bankers' Association's Interest Settlement Rate as quoted on page LIBOR01 of the Reuters screen service (the "LIBOR Screen Rate"). If the agreed page is replaced or service ceases to be available, the Interest Determination Agent may specify another page or service displaying the appropriate rate after consultation with the Trustee and the Principal Paying Agent; or

(ii) if the LIBOR Screen Rate is not then available for Sterling or for the Interest Period of Notes, the arithmetic mean of the rates (rounded to five decimal places with the mid-point rounded up) as supplied to the Interest Determination Agent at its request by the principal London office of each of The Royal Bank of Scotland PLC, HSBC Bank PLC and Barclays Bank PLC or such other banks which the Interest Determination Agent (in consultation

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with the Security Trustee) may appoint from time to time (the "Reference Banks") at or about 11.00 a.m. on the LIBOR Determination Date for the offering of deposits to the leading banks in the London interbank market in Sterling and for a period comparable to the Interest Period for the Notes. If on any LIBOR Determination Date, only two of three of the Reference Banks provide such offered quotations to the Interest Determination Agent, the relevant rate shall be determined, as aforesaid, on the basis of the offered quotations of those Reference Banks providing such quotations. If on any such LIBOR Determination Date, only one quotation is provided as requested, the rate for that LIBOR Determination Date will be the arithmetic mean (rounded to five decimal places with the mid-point rounded up) of the rates quoted by leading banks in London selected by the Interest Determination Agent (which bank or banks is or are in the opinion of the Security Trustee suitable for such purpose).

(d) Accrued Interest not paid on a Note on the Payment Date related to the Interest Accrual Period in which it accrued, will be an "Interest Shortfall" with respect to such Note and will constitute a Foreclosure Event.

9. Payment obligations, Agents

(a) On each Payment Date, the Issuer shall, subject to Condition 5(c), pay to each holder of a Note interest at the Notes Interest Rate on the Series Nominal Amount outstanding immediately prior to the respective Payment Date, and on each Payment Date the Note qualifies as an Amortising Series, the Amortising Amount applicable to such Series of Notes in accordance with the Order of Priority.

(b) Sums which are to be paid to holders of a Note shall be rounded down to the next lowest cent amount for each of the Notes. The amount of such rounding down to the next pence amount shall be used in the next following Payment Date and the surplus carried over to the following Payment Date. The Servicer shall be entitled to retain any amount less than GBP [500] remaining on the Legal Maturity Date (as defined below).

(c) Payments of principal and interest, if any, on the Notes shall be made by the Principal Paying Agent on the Issuer’s behalf for further payment to Clearstream, Luxembourg and Euroclear or to their order for credit to the relevant account holders of Euroclear and Clearstream, Luxembourg. All Payments in respect of any Note made by, or on behalf of, the Issuer to, or to their order of Euroclear or Clearstream, Luxembourg shall discharge the liability of the Issuer under such Note to the extent of sums so paid.

The first Payment Date for the Notes shall be December 2012. The final payment of the then outstanding principal amount plus interest thereon is expected to take place on or before the Payment Date falling in October 2019 (the " Scheduled Repayment Date").

Notwithstanding Condition 8(d), all payments of interest on and principal of the Notes will be due and payable at the latest in full on the legal final maturity date of the Notes, which shall be the Payment Date falling in October 2021 (the " Legal Maturity Date").

Provided that the Noteholders have received a notice from the Issuer in accordance with Condition 13 substantially in the form set out in Schedule 1 to these Conditions no later than one month prior to the then current revolving period expiration date (the " Revolving Period Expiration Date"), the holders of the Notes, acting collectively, shall have the right (but not the obligation) to exercise by written notice to the

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Principal Paying Agent, the Security Trustee and the Issuer in the form of Schedule 2 to these Conditions to be received not later than on the tenth Business Day immediately preceding the then current Revolving Period Expiration Date to request:

(i) the extension of the Revolving Period Expiration Date for a period specified in the relevant notice;

(ii) an amendment to the Margin; and

(iii) the extension of the Legal Final Maturity Date for a period to be specified in the relevant notice, which shall be equal to the period specified in such notice for the extension of the Revolving Period Expiration Date.

Any amendments so requested shall become effective only if (A) (i) the Issuer has received confirmation from the Rating Agencies that the rating of the Notes will not be affected by such amendments, or (ii) the Rating Agencies have confirmed that the assignment of new ratings are not lower than the rating for the then outstanding Notes before the Revolving Period Expiration Date was extended, or, as applicable, the Issuer has received a new rating confirmation stating the same rating for the Notes (iii) prior to the amendments and (B) by no later than the [third] Business Day prior to the then current Revolving Period Expiration Date, the Issuer has confirmed by notice to the holders of the Notes in the form prescribed by Condition 13 that it has received such confirmation and that it agrees to the requested amendments; and (C) that the Issuer had arranged sufficient interest hedging for the amended Revolving Period Expiration Date.

The Issuer shall procure that the amendments that have become effective in accordance with these provisions will be notified to the Principal Paying Agent for further communication to the Common Safekeeper for Euroclear and Clearstream, Luxembourg immediately after the notice specified under (C) in the previous paragraph has been given.

(d) Payments of interest and principal shall be made by the Issuer to the Principal Paying Agent for on-payment to Clearstream Luxembourg and/or Euroclear or to their order for credit to the accounts of the relevant account holders of Clearstream Luxembourg or, as applicable Euroclear. Payment by the Issuer to the Principal Paying Agent may also include payment to a substitute or alternative paying agent duly appointed pursuant to paragraph (5) of Condition 9 (c) without having to execute an affidavit or fulfil any formalities other than the compliance with tax, currency exchange or other regulations of the country where the payment takes place. The Issuer is entitled to transfer paid-in amounts to the Account Bank prior to the Payment Date and leave with the Account Bank any amounts not claimed by the Noteholders upon maturity.

(e) In their capacity as such, the Principal Paying Agent, the Calculation Agent and the Interest Determination Agent, respectively, shall act solely as agents of the Issuer and shall not maintain an agency or trust relationship with the holders of the Notes. The Issuer may appoint a new principal paying agent, calculation agent and/or an interest determination agent, or if there are grounds to do so, appoint an alternative principal paying agent, calculation agent and/or an alternative interest determination agent and revoke the appointment of the Principal Paying Agent and/or the Interest Determination Agent as provided for in Clause 9 of the Agency Agreement. Appointments and revocations thereof shall be notified to the holders of the Notes pursuant to Condition 13. The Issuer will ensure that during the term of the Notes and as long as the Notes are listed on the Luxembourg Stock Exchange a paying agent, an interest determination agent and a calculation agent will be appointed at all times and will be released from the restrictions of section 181 of the German Civil Code.

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10. Taxes

Payments shall only be made after the deduction and withholding of current or future taxes, levies or government charges, regardless of their nature, which are imposed, raised or collected ("taxes") on the basis of the applicable laws of, or for the account of, an authority or government agency authorised to levy taxes or of any country which claims fiscal jurisdiction, to the extent that such a collection is prescribed by statute. The Issuer shall render an account of the deducted or withheld taxes accruing to the competent government agencies and shall, upon a Noteholder’s request, provide proof thereof. It is not obligated to pay any additional amounts to settle tax claims.

11. Replacement of Issuer

(a) The Issuer is at any time entitled to appoint another company (the "New Issuer") in place of the Issuer as debtor for all obligations arising from and in connection with the Notes insofar as (i) the New Issuer assumes all rights and duties of the Issuer under or pursuant to the Notes, the Subordinated Loan, the Receivables Purchase Agreement, the Trust Agreement, the Account Agreement, the Deed of Charge and Assignment, the Servicing Agreement, the Corporate Services Agreement, the Swap Agreements and the Agency Agreement and any other Transaction Document by means of an agreement with the Issuer; provided (ii) the Security is, upon the Issuer’s replacement, to be held by the Security Trustee for the purpose of securing the obligations of the New Issuer vis-à-vis the Transaction Creditors, (iii) the holders of the Notes and the Subordinated Lender of the Subordinated Loan confirm that no further expenses or legal disadvantages of any kind arise for any of them from such an assumption of debt and this fact has been established in legal opinions which can be examined at the premises of the Principal Paying Agent, (iv) the New Issuer provides proof that it has obtained all of the necessary governmental approvals, licenses and consents in the country in which it has its corporate seat and that it may fulfil all of the duties arising out of or in connection with the Trust Agreement without discrimination against the holders of the Notes or the Subordinated Lender as a whole, (v) the Issuer and the New Issuer conclude such agreements and execute such documents which the Security Trustee considers necessary for the effectiveness of the replacement. The Issuer will notify the Rating Agencies on the replacement of the Issuer. The replacement shall only become effective if the Issuer has received confirmation from the Rating Agencies that the rating of the Notes will not be affected by such amendments, or the Rating Agencies have confirmed that the assignment of new ratings are not lower than the rating for the then outstanding Notes before the replacement, or, as applicable, the Issuer has received a new rating confirmation stating the same rating for the Notes as applicable prior to the replacement. Upon fulfilment of the aforementioned conditions the New Issuer shall in every respect replace the Issuer, and the Issuer shall be released from all obligations relating to the function of an issuer vis-à-vis the holders of the Notes under or in connection with the Notes and the Subordinated Lender under or in connection with the Subordinated Loan.

(b) Such replacement of the Issuer must be published in accordance with Condition 13.

(c) In the event of such replacement of the Issuer, each reference to the Issuer in these Conditions of the Notes shall be deemed to be a reference to the New Issuer.

12. Loss of Notes

(a) The period for presenting the Permanent Global Note prescribed in section 801 para. 1 German Civil Code shall end five (5) years after the final Payment Date.

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(b) Should the Permanent Global Note become lost, stolen, damaged or destroyed, then it may be replaced at the Issuer’s offices upon payment by the claimant of the costs arising in connection thereto. The Issuer may require proof of a declaration of exemption and/or adequate security prior to replacement. In the event of damage, the Permanent Global Note shall be surrendered before a replacement is issued. In the event of the loss, theft or destruction of the Permanent Global Note, the possibility of invalidation under statutory provisions shall remain unaffected.

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13. Notices

All notices to the Noteholders regarding the Notes shall be (i) published in a newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange (www.bourse.lu) as long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require and (ii) delivered to the applicable clearing systems for communication by them to the Noteholders. Any notice referred to under (ii) above shall be deemed to have been given to all Noteholders on the seventh day after the day on which the said notice was delivered to the Relevant Clearing System. Any notice referred to under (i) above shall be deemed to have been given to all Noteholders on the seventh day after the day on which the said notice was published in a newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange (www.bourse.lu).

14. Miscellaneous

(a) The form and content of the Notes and all of the rights and obligations of the holders of the Notes, the Issuer, the Principal Paying Agent and the Servicer under these Notes shall be subject in all respects to the laws of Germany and the provisions of articles 86 to 94-8 of the Luxembourg Companies Law are expressly excluded. The Conditions of any Series of the Notes may only be modified through contractual agreement to be concluded between the Issuer and all Noteholders of each Series with a prior notification to the Rating Agencies as provided for in Sec. 4 of the German Act on Debt Securities of Entire Issues (Gesetz über Schuldverschreibungen aus Gesamtemissionen (Schuldverschreibungsgesetz - SchVG)) or by a Noteholder’s resolution adopted with unanimous consent of the Noteholders of such Series pursuant to Sections 5 to 22 of aforementioned act.

(b) Should any of the provisions hereof be or become invalid in whole or in part, the other provisions shall remain in force. The invalid provision shall, according to the intent and purpose of these Conditions, be replaced by such valid provision which in its economic effect comes as close as legally possible to that of the invalid provision.

(c) The place of performance and venue is Frankfurt am Main. The German courts have jurisdiction for the annulment of the Permanent Global Note in the event of loss or destruction.

(d) For any legal proceedings brought in connection with these Conditions of the Notes which have been initiated against the Issuer in a court of Germany, the Issuer grants Wilmington Trust SP Services (Frankfurt) GmbH, Steinweg 3-5, 60313 Frankfurt am Main, Federal Republic of Germany the authority to accept service of process. The Issuer undertakes to maintain an agent for accepting such service in the Federal Republic of Germany as long as any of the Notes are outstanding.

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SCHEDULE 1

FORM OF NOTICE TO BE DELIVERED BY THE ISSUER TO THE HOLDERS OF THE NOTES IN ACCORDANCE WITH THE FOURTH PARAGRAPH OF CONDITION 9 (C)

Notice to the registered holders of the Notes, issued by Driver UK Master S.A. acting with respect to its Compartment 1 (the "Notes"), to be given one month prior to the expiration of the Expiration Date

Terms not defined herein shall have the meaning given to them in the terms and conditions of the Notes.

Notice is hereby given to the holders of the Notes that they shall have the right exercisable by written notice to the Principal Paying Agent, the Security Trustee and the Issuer to be received not later than on the tenth Business Day immediately preceding then current Revolving Period Expiration Date, to request

(i) the extension of the Revolving Period Expiration Date for a period to be specified in the relevant notice,

(ii) an amendment to the Margin, and

(iii) the extension of the Legal Final Maturity Date for a period to be specified in the relevant notice, which shall be equal to the period specified in such notice for the extension of the Revolving Period Expiration Date.

Luxembourg, [date]

Driver UK Master S.A. acting with respect to its Compartment 1

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SCHEDULE 2

FORM OF NOTICE TO BE DELIVERED BY THE HOLDERS OF THE NOTES TO THE PRINCIPAL PAYING AGENT, THE SECURITY TRUSTEE AND THE ISSUER IN

ACCORDANCE WITH THE FOURTH PARAGRAPH OF CONDITION 9 (C)

From:

[Name, address, phone number and fax number of relevant holder]

To:

[Issuer]

[Principal Paying Agent]

[Security Trustee]

[Rating Agencies]

GBP Notes, issued by Driver UK Master S.A. acting with respect to its Compartment 1 (the "Notes")

Dear Sirs,

terms not defined in herein shall have the meaning given to them in the terms and conditions of the Notes.

Reference is made to the fourth paragraph of Condition 9 (c) of the terms and conditions of the above mentioned Notes and the notice published on [date].

We hereby request

(i) the extension of the Revolving Period Expiration Date for a period of one year so that the extended Revolving Period Expiration Date shall be [to be inserted] ,

(ii) [to be inserted] as amended Margin with effect from (and including) the Payment Date falling in [to be inserted], and

(iii) the extension of the Legal Final Maturity Date for a period equal to the period specified under (i) above so that the extended Legal Final Maturity Date shall be [to be inserted].

We hereby represent and warrant that as of the date of this notice that we will not sell or transfer or otherwise dispose of any of the Notes prior to the 20th Business Day after the date of this notice.

We hereby acknowledge that the amendments requested above shall become effective only if (A) the Issuer has received confirmation from the Rating Agencies that the rating of the Notes will not be affected by such amendments and (B) by no later than the third Business Day prior to the then current Revolving Period Expiration Date, the Issuer has confirmed by notice to us (as holders of the Notes) in the form prescribed in Condition 13 that it has received such reaffirmation and that it agrees to the requested amendments.

Kind regards,

[name and signatures of holders]

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FORM OF FINAL TERMS

Final Terms

[Date]

DRIVER UK MASTER S.A.

acting with respect to its Compartment 1

(incorporated with limited liability in Luxembourg with R.C.S. registration number B [●])

as Issuer

for the issuance of the

GBP [●] Series [●] Notes

[(to be consolidated and form a single Series with the GBP[●] Series[●] Notes already outstanding)].

issued pursuant to the

GBP 2,500,000,000 Programme for the Issuance of Notes

These Final Terms are issued to give details of an issue of Notes by Driver UK Master S.A. acting with respect to its Compartment 1 under the GBP 2,500,000,000 Programme for the Issuance of Notes (the "Programme"). The Final Terms have been prepared for the purpose of Article 5 (4) of Directive 2003/ 71/ EC and must be read in connection with the Base Prospectus dated [●] 2012 [and its supplements dated ●]. The Base Prospectus [and any supplement thereto] and the Final Terms have been published on the website of the Luxembourg Stock Exchange (www.bourse.lu).

Full information on the Issuer and the offer of the Series [●] Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus [as so supplemented]. Capitalised terms not otherwise defined herein shall have the meaning specified in the Conditions of the Notes. All references in these Final Terms to numbered Conditions are to be read as reference to the respective Conditions of the Notes.

1. Issue Price: [●]

2. [Further] Issue Date (Condition 8 (a)): [●]

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3. Series Number: [●]

Tranche Number: [●]

4. Nominal Amount: GBP[●]

[Aggregate Nominal Amount of Series[●] Notes (including the Notes subject of these Final Terms):]

GBP[●]

5. Series [●] Notes Interest Rate (Condition 8 (c)): LIBOR rate for [one month] GBP deposits plus the Margin

Amount on which interest is to be paid on the first Payment Date (Condition 9 (a)):

GBP [●]

6. Margin (Condition 8 (c )): [●] per cent. per annum

First occurring Payment Date with respect to the Series[●] Notes:

[●]

Series [●] Revolving Period Expiration Date: Payment Date falling in [●] (or as extended in accordance with the Conditions)

7. Series [●] Scheduled Repayment Date (Condition 9 (c)):

Payment Date falling in [●] (or as extended in accordance with the Conditions as a consequence of the extension of the Series[●] Revolving Period Expiration Date)

8. Series [●] Legal Maturity Date (Condition 9 (c)): [●] (or as extended in accordance with the Conditions as a consequence of the extension of the Series[●] Revolving Period Expiration Date)

9. Clearing Codes:

- ISIN Code [●]

- Common Code [●]

10. Listing: Official List of the Luxembourg Stock Exchange

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11. Admission to trading: Application has been made for the Series [●] Notes to be admitted to trading on the regulated market of the Luxembourg Stock Exchange with effect from [●]. The total expenses related to the admission to trading will amount to GBP [●].

Other Information

12. Overcollateralisation Percentage: [●]

13. Included Receivables Balance: [●]

[In case of Further Notes being subject to these Final Terms: please insert updated portfolio data.]

The Issuer has taken all reasonable care to ensure that the information given in these Final Terms is to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect its import and the Issuer has taken all reasonable care to ensure that the information stated herein is true and accurate in all material respects and that there are no other material facts the omission of which would make misleading any statement herein, whether of fact or opinion, in each case when read together with the Base Prospectus. Volkswagen Financial Services (UK) Limited as the Seller and the Servicer only accepts full responsibility for information in these Final Terms relating to the Receivables.

Driver UK Master S.A., acting with respect to its Compartment 1

[Name & title of signatories]

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TRUST AGREEMENT

The following is the text of the material terms of the Trust Agreement between the Issuer acting with respect to its Compartment 1, the Seller, the Servicer, the Note Purchasers, the Security Trustee, the Subordinated Lender, the Corporate Services Provider, the Swap Counterparties, the Principal Paying Agent, the Interest Determination Agent, the Calculation Agent, the Account Bank, the Listing Agent, the Managers and the Co-Arrangers. The text is attached to the Conditions as Annex A and constitutes an integral part of the Conditions – In case of any overlap or inconsistency in the definition of a term or expression in the Trust Agreement and elsewhere in this Base Prospectus, the definition contained in the Trust Agreement will prevail.

WHEREAS:

(A) The Issuer was established on 29 July 2011 as a public company incorporated with limited liability under the Luxembourg Securitisation Law for the purposes of an asset-backed securitisation. The sole shareholder of the Issuer is Stichting CarLux, a foundation duly incorporated in Amsterdam, the Netherlands.

(B) The Issuer has acquired from VWFS, as outlined in the Receivables Purchase Agreement and from Dunyard Funding Limited, as outlined in the Dunyard Receivables Purchase Agreement, the Purchased Receivables and the related Ancillary Rights.

(C) The Issuer funded the acquisition of the Initial Receivables through the issuance of the Initial Notes to be purchased by several Noteholders under the terms of one or several Note Purchase Agreements, through the initial schuldschein loans (the "Initial Schuldschein Loans") to be granted under the terms of a schuldschein loan agreement (the "Schuldschein Loan Agreement") and through the Subordinated Loan granted by the Subordinated Lender in accordance with the Subordinated Loan Agreement. In order to refinance such acquisition, the Issuer intends to exchange the Initial Notes, which were issued in registered form, for Permanent Global Notes issued in new global note form. The Issuer intends to finance the acquisition of Additional Receivables through the issuance of Further Notes and/or new Series of Notes to be purchased by one or several Noteholders under the terms of a Purchase Agreement and through obtaining additional advances under the Subordinated Loan Agreement.

(D) To secure its obligations to the Transaction Creditors under the relevant Transaction Documents, the Issuer has agreed to enter into this Agreement. The Issuer also entered into the First Account Pledge Agreement and the Deed of Charge and Assignment to secure such obligations.

IT IS AGREED as follows:

1. Definitions and Interpretation

1.1 Unless otherwise defined herein, capitalised terms shall have the respective meanings set forth in Clause 1 ("Master Definitions Schedule") of the incorporated terms memorandum dated the Signing Date, as amended on 16 November 2012 and as further amended from time to time and signed by, inter alios, the parties hereto (the "Incorporated Terms Memorandum"). The terms of the Incorporated Terms Memorandum are hereby expressly incorporated into this Agreement by reference.

1.2 If there is any conflict between the Incorporated Terms Memorandum and this Agreement, this Agreement shall prevail.

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1.3 Terms in this Agreement, except where otherwise stated or the context otherwise requires, shall be interpreted in the same way as set forth in Clause 2 of the Incorporated Terms Memorandum.

2. Duties of the Security Trustee

2.1 This Agreement establishes the rights and obligations of the Security Trustee to carry out the tasks assigned to it in this Agreement. Unless otherwise explicitly set forth in this Agreement, in the Account Pledge Agreements or in the Deed of Charge and Assignment, the Security Trustee shall not be obligated to supervise the discharge of the payment and other obligations of the Issuer arising from the Funding and the Transaction Documents or to carry out duties which are the responsibility of the management of Driver UK Master S.A.

2.2 The Issuer agrees and authorises that the Security Trustee acts as trustee (Treuhänder) for the benefit of the Transaction Creditors pursuant to the terms of this Agreement and the Deed of Charge and Assignment. The Security Trustee agrees to act accordingly.

3. Position of the Security Trustee in relation to the Transaction Creditors

3.1 The Security Trustee carries out the duties specified in this Agreement as a security trustee for the benefit of the Transaction Creditors. The Security Trustee shall exercise its respective duties hereunder with particular regard to the interests of the Transaction Creditors, giving priority to the interests of each Transaction Creditor in accordance with the Order of Priority, especially to the interests of the Noteholders.

3.2 This Agreement grants all Transaction Creditors the right to demand that the Security Trustee performs its duties under Clause 2 (Duties of the Security Trustee) and all its other duties hereunder in accordance with this Agreement and therefore this Agreement constitutes, in favour of the Transaction Creditors that are not directly parties to this Agreement (in particular the Noteholders of Notes of Series initially issued later than the Closing Date) a contract for the benefit of a third party (echter Vertrag zugunsten Dritter)pursuant to section 328 of the German Civil Code (Bürgerliches Gesetzbuch). The rights of the Issuer pursuant to Clause 4.2 (Position of the Security Trustee in Relation to the Issuer) shall not be affected. For the avoidance of doubt, in case trust arrangements are not regarded as valid in a jurisdiction other than Germany, the relation between the Security Trustee and the Transaction Creditors created hereunder shall be regarded as an agency (Auftrag).

4. Position of the Security Trustee in relation to the Issuer

4.1 The Issuer hereby grants to the Security Trustee a separate and independent claim (the "Trustee Claim") pursuant to which the Issuer owes the Security Trustee amounts equal to the amounts due at present or at any time hereafter:

(a) by the Issuer to the Noteholders; and

(b) by the Issuer to a Transaction Creditor under the Transaction Documents.

The obligation of the Issuer to make payments to the respective Noteholder and/or Transaction Creditor shall remain unaffected. Any discharge of the Secured Obligations to the Security Trustee or any other relevant Transaction Creditor shall, to the same extent, discharge the corresponding obligations owing to the other. The Trustee Claim in whole or in part may be enforced separately from the relevant Transaction Creditor's claim related thereto.

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4.2 The obligations of the Security Trustee under this Agreement are owed exclusively to the Transaction Creditors, except for the obligations and declarations of the Security Trustee to the Issuer pursuant to Clause 10 and Clauses 37 through 42.

5. Assignment for Security Purposes

5.1 The Issuer hereby assigns the following rights and claims to the Security Trustee for security purposes all its claims and other rights arising from the German Transaction Documents (with the exception of claims and other rights arising from this Agreement) for the avoidance of doubt (including the rights to unilaterally alter a legal relationship (unselbständige Gestaltungsrechte)) and from all present and future German law contracts the Issuer has entered or may enter into in connection with the Notes, the Subordinated Loan, the Swap Agreements, or the Receivables.

The Security Trustee hereby accepts such assignments.

5.2 The assignments for security purposes pursuant to Clause 5.1 are subject to the condition precedent that the German Transaction Documents (for the avoidance of doubt excluding this Agreement) are signed.

5.3 If an express or implied current account relationship exists or is later established between the Issuer and a third party, the Issuer hereby assigns to the Security Trustee – without prejudice to the generality of the provisions in Clause 5.1 – the right to receive a periodic account statement and the right to payment of present or future balances (including a final net balance determined upon the institution of any insolvency proceedings according to the Applicable Insolvency Law regarding the estate of the Issuer), as well as the right to terminate the current account relationship and to the determination and payment of the closing net balance upon termination.

6. Pledge

The Issuer hereby pledges to the Security Trustee all its present and future claims against the Security Trustee arising under this Agreement. The Security Trustee hereby accepts such pledges. The Issuer hereby gives notice to the Security Trustee of such pledge in accordance with Section 1280 of the German Civil Code and the Security Trustee hereby confirms the receipt of such notice.

7. Security Purpose

The assignment for security purposes pursuant to Clause 5.1 and the pledge pursuant to Clause 6 (Pledge) serve to secure the Trustee Claim of the Security Trustee. In addition, the assignment pursuant to Clause 5.1 is made for the purpose of securing the rights of the Transaction Creditors against the Issuer arising under the Funding and the Transaction Documents.

8. Authority to Collect; Assumption of Obligations

8.1 The Issuer is authorised to collect, to have collected, to realise and to have realised in the ordinary course of its business or otherwise to use the rights and assets assigned for security purposes pursuant to Clause 5 (Assignment for Security Purposes) and the rights pledged pursuant to Clause 6 (Pledge) and, pursuant to the terms of the Deed of Charge and Assignment, the Charged Property (as defined in the Deed of Charge and Assignment) and, pursuant to the terms of the Account Pledge Agreements, the Pledge Assets as defined in the Account Pledge Agreements) for allocation to its Compartment 1.

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8.2 The authority provided in Clause 8.1 is deemed to be granted only to the extent that all obligations of the Issuer are fulfilled in accordance with the Order of Priority prior to an Enforcement Event. The authority may be revoked by the Security Trustee at any time if this is necessary in the opinion of the Security Trustee to avoid endangering the Security or its value. The authority shall automatically terminate upon the occurrence of an Enforcement Event pursuant to Clause 16 (Foreclosure on the Security; Foreclosure Event; Enforcement Event).

8.3 The Security Trustee shall in its relationship to the Issuer and to VWFS comply with the continuing duties of care of the Issuer arising from the Receivables Purchase Agreement and the Servicing Agreement. Such continuing duties shall not include, in particular, any of the payment obligations of the Issuer, including the payment obligations of the Issuer (i) pursuant to Clause 5 of the Receivables Purchase Agreement, or (ii) as compensation for damages.

9. Representation of the Issuer

9.1 The Issuer represents and warrants to the Security Trustee that:

(a) the Security has not already been assigned or pledged to a third party; and

(b) the Issuer has not established any third-party rights on or in connection with the Security.

9.2 The Issuer shall pay damages pursuant to sections 280(1) and 280(3) of the German Civil Code (Bürgerliches Gesetzbuch) (Schadensersatz statt der Leistung) if the legal existence of the Security transferred for security purposes in accordance with this Agreement and/or the Deed of Charge and Assignment is invalid as a consequence of any action or omission by the Issuer contrary to Clause 9.1.

10. Representations of the Security Trustee

The Security Trustee represents and warrants to the Issuer

(a) that it is legally competent and in a position to perform the duties assigned to it in this Agreement in accordance with the provisions of this Agreement; and

(b) it has and will continue to have its centre of main interests (as that term is used in Article 3(l) of the EU Regulation on Insolvency Proceedings (EC No. 1346/2000) in the United Kingdom and has not and will have not an establishment (being a place of operations where a company carries out non-transitory economic activity within human means and goods) as referred to in the EU Regulation on Insolvency Proceedings outside of the United Kingdom.

11. Release of Security

11.1 Subject to Clause 11.2, subject to Clause 14 of the Account Pledge Agreements and subject to Clause 19.5 of the Deed of Charge and Assignment, as soon as the Issuer has fully performed and discharged all obligations secured by this Agreement, the Security Trustee shall promptly retransfer any Security transferred to it under this Agreement and that it still holds at such time to or to the order of the Issuer.

11.2 Clause 19 of the Deed of Charge and Assignment Assignment and Clause 14 of the Account Pledge Agreements shall remain unaffected.

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12. Acceptance, Safekeeping, and Review of Documents; Notification of the Issuer

12.1 The Security Trustee may demand from the Issuer the on-transfer of the documents delivered to the Issuer in connection with the reporting of VWFS pursuant to the Receivables Purchase Agreement and the Servicing Agreement (including any Notice of Sale and lists of Purchased Receivables) and the Security Trustee shall keep such documents for one year after the termination of this Agreement and, at the discretion of the Issuer, thereafter either destroy such documents or deliver the same to the Issuer or to the Seller, in each case subject to mandatory law applicable to the Security Trustee.

12.2 The Security Trustee shall to a reasonable extent check the conformity of the documents provided to it in accordance with Part 8 of Schedule 1 to the Servicing Agreement without being obligated to recalculate the figures. If this does not reveal any indication of a breach of duties or any risk for the Security, the Security Trustee is not obliged to examine such documents any further. If, on the basis of such checks, the Security Trustee comes to the conclusion that a Transaction Creditor is not properly fulfilling its obligations under a Transaction Document, the Security Trustee shall promptly inform the directors of the Issuer thereof. The right of the Security Trustee to obtain additional information from the Seller shall not be affected hereby.

13. Accounts

13.1 The terms of each of the Accounts are set out in the Account Agreement. Should the Account Bank cease to have the Account Bank Required Ratings, the Account Bank shall notify the Security Trustee thereof and within thirty (30) days from the loss of the Account Bank Required Rating procure transfer of the relevant Account held with it to an Eligible Collateral Bank (a "Successor Bank"), notified to it by the Issuer. If within this thirty (30) day period the measure set out above is not taken, the Issuer shall arrange the opening of such Account with a Successor Bank pursuant to Clause 13.2 and shall terminate the Account Agreement, effective to the date of the opening of the account with such Successor Bank.

13.2 Should any Account be terminated either by the Account Bank, or by the Issuer, the Issuer shall promptly inform the Security Trustee of such termination. The Issuer shall, together with the Security Trustee, open an account, on conditions as close as possible to those previously received, with the Successor Bank specified by the Security Trustee, which has at least the Account Bank Required Ratings. The Issuer shall conclude a new Account Agreement with the Successor Bank as counterparty and with the consent of the Security Trustee the new Account Agreement shall include a provision, in which the Successor Bank undertakes to promptly notify the other contract parties of any downgrade in its rating.

13.3 For the avoidance of doubt, in case any Account is at any time held with a Successor Bank, and the Issuer or the Security Trustee receives a notice pursuant to Clause 13.113.1 with regard to the Successor Bank, then the procedure laid out in Clause 13.1 and 13.2 shall also apply for such Successor Bank.

14. Breach of Obligations by the Issuer

14.1 If the Security Trustee in the course of its activities becomes aware that the existence or the value of the Security is at risk due to any failure of the Issuer to properly comply with its obligations under this Agreement, the Account Pledge Agreements or the Deed of Charge and Assignment, the Security Trustee shall, subject to the provisions in Clause14.2, deliver a notice to the Issuer in reasonable detail of such failure (with a copy to the Servicer) and, if the Issuer does not remedy such failure within ninety (90) days after the delivery of such notice, the Security Trustee shall at its discretion take or induce all actions which in the opinion of the Security Trustee are necessary or beneficial to avoid such threat. To the extent that the Issuer does not comply with its obligations pursuant to Clause 35 (Undertakings of the Issuer in

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Respect of the Security) in respect of the Security and does not remedy such failure within the 90-day period after the notice set forth above, the Security Trustee is in particular authorised and shall exercise all rights arising under the Transaction Documents on behalf of the Issuer.

14.2 The Security Trustee shall only intervene in accordance with Clause 14.1 if and to the extent that it is assured that it will be indemnified to its satisfaction, at its discretion either by reimbursement of costs or in any other way it deems appropriate, against all costs and expenses resulting from its activities (including fees for retaining counsel, banks, auditors, or other experts as well as the expenses for retaining third parties to perform certain duties) and against all liability, any other obligations and legal proceedings. Clause 33 (Standard of Care) shall not be affected hereby.

15. Power of Attorney

The Issuer hereby grants by way of security power of attorney to the Security Trustee, waiving the restrictions set forth in section 181 of the German Civil Code (Bürgerliches Gesetzbuch), and with the right to grant substitute power of attorney, to act in the name of the Issuer with respect to all rights of the Issuer arising under the Transaction Documents (except for the rights vis-à-vis the Security Trustee). Such power of attorney is irrevocable. The Security Trustee shall only act under this power of attorney in the context of its rights and obligations pursuant to this Agreement.

16. Foreclosure on the Security; Foreclosure Event; Enforcement Event

16.1 The Security shall be subject to enforcement and/or foreclosure upon the occurrence of an Enforcement Event, provided that the pledge granted under Clause 6 shall only be subject to enforcement if, in addition to the occurrence of the Enforcement Event, the requirements set forth in sections 1273 para 2, 1204 et seq. of the German Civil Code (Bürgerliches Gesetzbuch) with regard to the enforcement of pledge is met (Pfandreife) and further provided that the Security granted under the Account Pledge Agreements and the Deed of Charge and Assignment shall be subject to enforcement in accordance with the provisions set out therein.

The Security Trustee shall without undue delay give notice to the Noteholders and the Subordinated Lender of the occurrence of a Foreclosure Event.

16.2 After the occurrence of a Foreclosure Event and after the Enforcement Notice has been given, the Security Trustee will at its reasonable discretion foreclose or enforce or cause the foreclosure or the enforcement of the Security in accordance with this Agreement and, as relevant, the Deed of Charge and Assignment. Unless compelling grounds to the contrary exist, the foreclosure and enforcement shall be performed by collecting payments made into the Distribution Account from the Security. The provisions of the Corporate Services Agreement shall be unaffected by the foreclosure of the Security.

16.3 Within fifteen (15) days after the occurrence of an Enforcement Event, the Security Trustee shall give notice to the Noteholders, the Subordinated Lender and each Swap Counterparty, specifying the manner in which it intends to foreclose and enforce on the Security, in particular, whether it intends to sell the Security, and apply the proceeds from such foreclosure and/or enforcement to satisfy the obligations of the Issuer, subject to the Order of Priority in Clause 20 (Permitted Investment; Order of Priority). If, within 60 days after such notice has been given, the Security Trustee receives written notice from a Noteholder or Noteholders representing more than 66 2/3 per cent. of the outstanding principal amount of the Notes (whereby the votes of a Noteholder VW Bank GmbH and its affiliates will not be taken into account), objecting to the action proposed in the Security Trustee's notice or directing the Security Trustee to take another measure to enforce the Security, the Security Trustee shall not undertake or shall cease undertaking such action (other than the collection of payments on the Accounts from the Security) or, as applicable, shall take such enforcement measure as directed

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in such notice. Furthermore, the Security Trustee is obliged to provide the Rating Agencies upon their request, with all relevant information pertaining to the Enforcement Event to the extent that such information is available to and may be disclosed by the Security Trustee. For the avoidance of doubt, the Security Trustee shall not be under any obligation to obtain information in order to be able to comply with a request made by a Rating Agency.

17. Payments upon Occurrence of the Enforcement Event

17.1 Upon the occurrence of an Enforcement Event the Security may be claimed exclusively by the Security Trustee. All payments from such Security hereafter shall only be made to the Security Trustee. The Security Trustee shall invest the payments which it receives in this manner, as provided for in Clause 20 (Permitted Investment; Order of Priority), until they are paid to the Transaction Creditors of the Issuer in accordance with the Order of Priority pursuant to Clause 20.3(c) (Permitted Investment; Order of Priority).

17.2 As of the Enforcement Event, payments on the obligations of the Issuer may not be made as long as, in the opinion of the Security Trustee, such payment will jeopardise the fulfilment of any later maturing obligation of the Issuer with higher rank in accordance with the Order of Priority.

17.3 In the case of payments on the Notes or the Subordinated Loan, the Security Trustee shall provide the Noteholders and the Subordinated Lender with advance notice of the Payment Date pursuant to the Conditions of the Notes or the Subordinated Loan Agreement. In the case of such payment, the Security Trustee is only responsible for making the relevant amount available to the Principal Paying Agent. In order to do so, the Security Trustee shall rely on the records that each of the Relevant Clearing Systems holds for its customers which reflect the amount of such customer's interest in the Notes.

17.4 After all obligations under the Transaction Documents have been finally discharged and paid in full the Security Trustee shall pay out any remaining amounts to the Issuer.

18. Continuing Duties

Clauses 12 (Acceptance, Safekeeping and Review of Documents; Notification of the Issuer) through 14 (Breach of Obligations by the Issuer) shall continue to apply after the Foreclosure Event has occurred.

19. Distribution Account; Cash Collateral Account; Swap Provisions

19.1 The Distribution Account shall be used for the fulfilment of the payment obligations of the Issuer.

19.2 The Issuer will no later than the Closing Date establish at the Account Bank the Cash Collateral Account to be used for the cash collateral in the initial amount of GBP 19,800,000. The amount of GBP 19,800,000 (1.2 % per cent. of the nominal amount of the Notes as of the Closing Date) serves as the initial Cash Collateral Amount. All funds in the Cash Collateral Account and any amounts invested in Permitted Investments in accordance with Clause 19.3 below are referred to as the “Cash Collateral Amount”.

19.3 On each Payment Date amounts payable under item eight of the respective Order of Priority according to Clause 20.3(a) below will be paid until the amount of funds in the Cash Collateral Account is equal to the Specified Cash Collateral Account Balance. Amounts on deposit in the Cash Collateral Accounts at any time shall be invested in Permitted Investments in accordance with the instructions of the Issuer (as set out in Clause 20.2) and on each Payment Date the Cash Collateral Amount shall be used with respect to (a) to cover any shortfalls in the amounts payable under items first through seventh of to the Order of Priority

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in Clause 20.3(a) below, (b) the amounts payable under Clause 20.3(b) (Permitted Investment; Order of Priority) below and (c) the Cash Collateral Amount on the latest occurring Legal Maturity Date of any Series of Notes also for amounts payable pursuant to Clause 20.3(a) under item ninth, Clause 20.3(a) under items eleventh, twelfth, thirteenth and fourteenth of the Order of Priority.

19.4 The Issuer shall ensure that all payments made to it shall be made by way of a bank transfer to or deposit or in any other way into the Distribution Account (other than any payments of amounts transferred as collateral under any Swap Agreement which shall be deposited in accordance with Clause 19.5 below).

19.5 The Issuer has entered into Swap Agreements to hedge the floating rate interest exposure on the respective Series of Notes. The Issuer may in the following situations and under the following conditions enter into new swap transactions:

(a) The Issuer shall, as soon as practicable following the termination of a Swap Agreement, enter into replacement Swap Agreements with replacement Swap Counterparties in the event that a Swap Agreement is terminated prior to its scheduled expiration pursuant to an "event of default" (where the Swap Counterparty is the "defaulting party") or "termination event" under the respective Swap Agreement. The respective replacement Swap Agreement will have an initial notional amount equal to the applicable notional amount of the terminated Swap Agreement as at termination. The notional amount of the respective replacement Swap Agreement will decrease by the amount of any principal repayments on the Series of Notes or increase by the amount of any principal increase on the Series of Notes from time to time.

(b) The Issuer will use reasonable efforts to enter into new interest rate Swap Agreements upon the issuance of further Series of Notes, provided that:

(i) Such new interest rate Swap Agreements are basically on the same terms and conditions as the existing Swap Agreements; and

(ii) It is ensured that the notional amount under the new Swap Agreement will at all times be equal to the lower of (x) the maximum notional amount under the new swap Agreement and (y) the outstanding principal balance of the corresponding new issued Series of Notes.

19.6 In the event that a Swap Counterparty is required to collateralise its obligations pursuant to the terms of the applicable Swap Agreement, the Security Trustee, upon written request of the Servicer, will establish an individual Counterparty Downgrade Collateral Account for such Swap Agreement and will hold any securities deposited therein on trust for the relevant Swap Counterparty and will invest any cash amounts in accordance with the provisions of the respective Swap Agreement. The Counterparty Downgrade Collateral Account shall be segregated from the Distribution Account and from the general cash flow of the Issuer. Collateral deposited in such Counterparty Downgrade Collateral Account shall not constitute Available Distribution Amounts. Amounts standing to the credit of the Counterparty Downgrade Collateral Account (or securities deposited therein) shall secure solely the payment obligations of the Swap Counterparty to the Issuer under the applicable Swap Agreement. The amounts in the Counterparty Downgrade Collateral Account will be applied in or towards satisfaction of the Swap Counterparty's obligations to the Issuer upon termination of the respective Swap Agreement. Any amount in excess of such obligations and owing to the respective Swap Counterparty pursuant to the relevant Swap Agreement shall not be available to Transaction Creditors and shall be returned to such Swap Counterparty outside of the Order of Priority.

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19.7 The Servicer shall calculate and provide, by delivery of the Monthly Investor Report, written notification to each Swap Counterparty and to the Security Trustee of the notional amount of each Swap Agreement as of each Payment Date on or before the Monthly Investor Report Performance Date in the month of the related Payment Date. The Interest Determination Agent shall provide the Servicer with the calculation of LIBOR (as further described in the Note Purchase Agreements and the Subordinated Loan Agreement). The Servicer shall provide the calculation of LIBOR to the Security Trustee under this Agreement and shall calculate the amount, for each Payment Date, of all Net Swap Payments, Net Swap Receipts and Swap Termination Payments payable in accordance with Clause 20 (Permitted Investment; Order of Priority) below on each Payment Date and shall provide written notification of such amounts to the Swap Counterparty and to the Security Trustee no later on the Investor Report Performance Date prior to such Payment Date. The parties hereto hereby acknowledge that with respect to the obligations under each Swap Agreement of the parties thereto, all calculations shall be performed by the calculation agent thereunder.

19.8 Any Swap Replacement Proceeds received by the Issuer or the Security Trustee on behalf of the Issuer from a replacement Swap Counterparty will be remitted directly to the Distribution Account, shall be treated as part of the respective Available Distribution Amount and shall be paid in accordance with the Order of Priority.

20. Permitted Investment; Order of Priority

20.1 Prior to the full and unconditional discharge of all obligations of the Issuer to the Transaction Creditors, any credit in the Distribution Account (the "Credit") shall be distributed exclusively in accordance with Clauses 20.2, 20.3 and 20.4 of this Agreement.

20.2 To the extent that no obligations of the Issuer are then due and payable, the Issuer is authorised and shall invest any amounts standing to the credit of the Distribution Account in Permitted Investments. VWFS shall have the right to make non-binding suggestions to the Issuer regarding the selection of the Permitted Investments.

20.3 Distributions will be made on each Payment Date from the Available Distribution Amount and subject to Clause 19.3, the Cash Collateral Account, according to the following Order of Priority, provided that any distributions arising from a disposal of assets by the Issuer to a separate securitisation vehicle in connection with term issuances of such separate securitisation vehicle in accordance with Clause 11 of the Receivables Purchase Agreement shall not be distributed according to the following Order of Priority but shall be distributed in the following order: first to the then outstanding Notes, until the Redeemable Amount of all then outstanding Notes have been paid in full, and second to the then outstanding Subordinated Loan:

(a) on each Payment Date prior to the occurrence of an Enforcement Event:

first, amounts due and payable in respect of taxes (if any) by the Issuer and allocated to the Compartment 1 of the Issuer;

second, amounts (excluding any payments under the Trustee Claim) due and payable and allocated to Compartment 1 of the Issuer (i) to the Security Trustee under the Trust Agreement, the Account Pledge Agreements and the Deed of Charge and Assignment and (ii) pari passu to any successor of the Security Trustee (if applicable) appointed pursuant to the Trust Agreement or under any agreement replacing the Trust Agreement;

third, of equal rank amounts due and payable and allocated to Compartment 1 of the Issuer (i) to the Corporate Services Provider under the Corporate Services

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Agreement, (ii) to the Servicer, the Servicer Fee, (iv) to the Rating Agencies the fees for the monitoring, and (v) to the Process Agent and the English Process Agent under the process agency agreements;

fourth, of equal rank amounts due and payable and allocated to Compartment 1 of the Issuer (i) to the directors of Driver UK Master S.A. and (ii) in respect of other administration costs and expenses of the Issuer including, without limitation, any costs relating to the listing of the Notes on the official list of the Luxembourg Stock Exchange and the admission to trading of the Notes on the regulated market of the Luxembourg Stock Exchange, each Agent's fees and expenses, without limitation, the Administrator Recovery Incentive, any auditors' fees, any tax and any annual return filing fees which are to be allocated to Compartment 1;

fifth, amounts due and payable to the Account Bank and to the Cash Administrator maintaining the Accounts for account management fees due under the Account Agreement;

sixth, pari passu and rateably as to each other amounts due and payable by the Issuer to the Swap Counterparties in respect of any Net Swap Payments or any Swap Termination Payments under a Swap Agreement (if any and provided that a Swap Counterparty under the respective Swap Agreement is not a defaulting party (as defined in the respective Swap Agreement));

seventh, pari passu and rateably to each other, amounts due and payable in respect of (a) interest accrued during the immediately preceding Interest Period plus (b) Interest Shortfalls (if any) pari passu and rateably as to each other on all Notes;

eighth, to the Cash Collateral Account, until the Cash Collateral Amount is equal to the Specified Cash Collateral Account Balance;

ninth, pari passu and on a pro rata basis, the Amortising Amount to the holders of each Amortising Series of Notes;

tenth, during the Revolving Period, the Accumulation Amount plus the Further Funding Amount to the Accumulation Account maintained for the non-Amortising Series of Notes;

eleventh, pari passu and rateably as to each other by the Issuer to the Swap Counterparties, any payments under the respective Swap Agreements other than those made under item sixth above;

twelfth, amounts due and payable in respect of (a) interest accrued during the immediately preceding Interest Period plus (b) Interest Shortfalls (if any) on the Subordinated Loan;

thirteenth, to the Subordinated Lender the Subordinated Loan Principal Payment for such Payment Date plus any Replenishment Adjustment Payment; and

fourteenth, any surplus in or towards satisfaction of payment of the Deferred Purchase Price and the Additional Deferred Purchase Price Amount to VWFS.

(b) Distribution will be made from the Cash Collateral Account on any Payment Date prior to the occurrence of a Foreclosure Event on which the Cash Collateral Amount exceeds the Specified Cash Collateral Account Balance provided that no Credit

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Enhancement Increase Condition is in effect and any amounts as set out below will only be distributed from any amounts remaining after the distribution in accordance with Clause 20.3 (a) above:

first, to the Subordinated Lender, amounts payable in respect of accrued and unpaid interest on the Subordinated Loan (including, without limitation, overdue interest);

second, to the Subordinated Lender the amount necessary to reduce the Cash Collateral Amount to the Specified Cash Collateral Account Balance; and

third, any surplus in or towards satisfaction of payment of the Deferred Purchase Price and the Additional Deferred Purchase Price Amount to VWFS.

(c) Following the occurrence of an Enforcement Event, distributions will be made by the Security Trustee from the Available Distribution Amount, and according to the following Order of Priority:

first, amounts due and payable in respect of taxes (if any) by the Issuer and allocated to Compartment 1 of the Issuer;

second, amounts (excluding any payments under the Trustee Claim) due and payable and allocated to Compartment 1 of the Issuer (i) to the Security Trustee under the Trust Agreement, the Account Pledge Agreements and the Deed of Charge and Assignment and (ii) pari passu to any successor of the Security Trustee (if applicable) appointed pursuant to the Trust Agreement or under any agreement replacing the Trust Agreement;

third, of equal rank amounts due and payable and allocated to Compartment 1 of the Issuer (i) to the Corporate Services Provider under the Corporate Services Agreement, (ii) to the Servicer, the Servicer Fee, (iv) to the Rating Agencies the fees for the monitoring, and (v) to the Process Agent and the English Process Agent under the process agency agreements;

fourth, of equal rank amounts due and payable and allocated to Compartment 1 of the Issuer (i) to the directors of the Issuer and (ii) in respect of other administration costs and expenses of the Issuer including without limitation, without limitation, any costs relating to the listing of the Notes on the official list of the Luxembourg Stock Exchange and the admission to trading of the Notes on the regulated market of the Luxembourg Stock Exchange, each Agent's fee and expenses, the Administrator Recovery Incentive, any auditors' fees, any tax filing fees and any annual return which are to be allocated to Compartment 1;

fifth, amounts due and payable to the Account Bank maintaining the Accounts for account management fees due under the Account Agreement;

sixth, pari passu and rateably as to each other amounts due and payable by the Issuer to the Swap Counterparties in respect of any Net Swap Payments or any Swap Termination Payments under a Swap Agreement (if any and provided that a Swap Counterparty under the respective Swap Agreement is not a defaulting party (as defined in the respective Swap Agreement));

seventh, pari passu and rateably to each other amounts due and payable in respect of (a) interest accrued during the immediately preceding Interest Period plus (b) Interest Shortfalls (if any) pari passu and rateably as to each other on all Notes;

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eighth, pari passu and on a pro-rata basis, to each Series of Notes the amount of principal due on such Series of Notes until the Notes have been redeemed in full;

ninth, pari passu and rateably as to each other by the Issuer to the Swap Counterparties, any payments under the respective Swap Agreements other than those made under item sixth above;

tenth, amounts due and payable in respect of (a) interest accrued during the immediately preceding Interest Period plus (b) Interest Shortfalls (if any) on the Subordinated Loan;

eleventh, to the Subordinated Lender the Subordinated Loan Principal Payment for such Payment Date; and

twelfth, any surplus in or towards satisfaction of payment of the Deferred Purchase Price and the Additional Deferred Purchase Price Amount to VWFS.

20.4 Notwithstanding the provisions of Clause 20.3(c) (Permitted Investment; Order of Priority) amounts due and payable under items first through fifth may be paid once a Monthly Period on any date other than a Payment Date from any funds available on the Distribution Account in the Order of Priority.

21. Accumulation Account

The Issuer will on the date of this Agreement establish at the Account Bank the Accumulation Account to collect during the Revolving Period payments as set forth in the tenth item of the Order of Priority according to Clause 20.3(a). During the Revolving Period, amounts on deposit in the Accumulation Account shall be used by the Issuer for the purchase of Additional Receivables from VWFS according to the terms for the purchase of Additional Receivables as set forth in Clause 4 of the Receivables Purchase Agreement. Upon the occurrence of an Early Amortisation Event, an Enforcement Event or the end of the Revolving Period, the Accumulation Account shall be closed on the subsequent Payment Date and any amounts on deposit in the Accumulation Accounts shall be transferred on the subsequent Payment Date to the Distribution Account.

22. Relation to Third Parties; Overpayment

22.1 In respect of the Security, the Order of Priority shall be binding on all Transaction Creditors of the Issuer. In respect of other assets of the Issuer, such Order of Priority shall only be applicable internally between the Transaction Creditors, the Security Trustee and the Issuer; in third party relationships, the rights of the Transaction Creditors and the Security Trustee shall have equal rank to those of the third-party creditors of the Issuer.

22.2 The Order of Priority set forth in Clause 20 (Permitted Investment; Order of Priority) shall also be applicable if the claims are transferred to a third party by assignment, subrogation into a contract, or otherwise.

22.3 All payments to Transaction Creditors shall be subject to the condition that, if a payment is made to a Transaction Creditor in breach of the Order of Priority such Transaction Creditor shall repay - with commercial effect to the relevant Payment Date - the received amount to the Security Trustee; the Security Trustee shall then pay - with commercial effect to the relevant Payment Date - such moneys received in the way that they were payable in accordance with the aforementioned Order of Priority on the relevant Payment Date. If such non-complying payment is not repaid on the relevant Payment Date by such Transaction Creditor, following the non-complying payment or if the claim to repayment is not enforceable, the Security Trustee is authorised and obliged to adapt the distribution provisions pursuant to Clause 20

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(Permitted Investment; Order of Priority) in such a way that any over- or underpayments made in breach of Clause 20 (Permitted Investment; Order of Priority) are set off by correspondingly increased or decreased payments on such Payment Date (and, to the extent necessary, on all subsequent Payment Dates).

23. Delegation

23.1 In individual instances, the Security Trustee may, at market prices (if appropriate, after obtaining several offers), retain the services of a suitable law firm or credit institution to assist it in performing the duties assigned to it under this Agreement, by delegating the entire or partial performance of the following duties:

(a) the undertaking of individual measures pursuant to Clause 14 (Breach of Obligation by the Issuer), specifically the enforcement of certain claims against the Issuer or a Transaction Creditor;

(b) the foreclosure on Security pursuant to Clause 16 (Foreclosure on the Security; Foreclosure Event; Enforcement Event);

(c) the settlement of payments pursuant to Clause 17 (Payments upon Occurrence of the Enforcement Event); and

(d) the settlement of overpayments pursuant to Clause 22 (Relation to the Third Parties; Overpayment).

23.2 If third parties are retained pursuant to Clause 23.1, the Security Trustee shall only be liable for the exercise of due care in the selection and supervision of the third party to a degree that the Security Trustee would exercise in its own affairs. The Security Trustee, however, shall not be liable for any negligence of the third party. In case of any damage caused by such third party, the Security Trustee shall enforce any claims for damages against such third party for the benefit of the Transaction Creditors.

23.3 The Security Trustee shall promptly notify the Rating Agencies and the Noteholders of every hiring pursuant to Clause 23.1.

24. Advisors

24.1 The Security Trustee is authorised, in connection with the performance of its duties under the Funding and the Transaction Documents, at its own discretion, to seek information and advice from legal counsel, financial consultants, banks, and other experts in the United Kingdom or elsewhere (and irrespective of whether such persons are already retained by the Security Trustee, the Issuer, a Transaction Creditor, or any other person involved in the transactions under the Notes, the Subordinated Loan or the Transaction Documents), at market prices (if appropriate, after obtaining several offers).

24.2 The Security Trustee may rely on such information and such advice of such external advisors without having to make its own investigations. The Security Trustee shall not be liable for any damages or losses caused by acting in reliance on the information or the advice of such Persons. If such Persons are retained pursuant to Clause 24.1, the Security Trustee shall only be liable for the exercise of due care in the selection and supervision of the third party to a degree that the Security Trustee would exercise in its own affairs. The Security Trustee, however, shall not be liable for any negligence of the third party.

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25. Fees

25.1 The Issuer will pay the Security Trustee a fee, the amount of which shall be separately agreed between the Issuer and the Security Trustee.

25.2 Upon the occurrence of a Foreclosure Event or a default of any party (other than the Security Trustee) to a Transaction Document which results in that the Security Trustee undertaking tasks, the Issuer shall pay or procure to be paid to the Security Trustee such additional remuneration as shall be agreed between the Issuer and the Security Trustee. In the event that the Issuer and the Security Trustee fail to agree as to whether and/or in which amount an additional remuneration shall be payable in accordance with the preceding sentence, such matters shall be determined by a bank, financial services institution or auditing firm of recognised standing (acting as an expert and not as an arbitrator) jointly determined by the Issuer and the Security Trustee. The determination made by such expert shall be final and binding upon the Issuer and the Security Trustee. It is understood that the additional tasks to be performed by the Security Trustee will not be delayed, but instead will be continued as if the Issuer and the Security Trustee would have agreed on a fee immediately.

26. Reimbursement of Expenses; Advance

The Issuer shall bear all reasonable costs and disbursements (including costs for legal advice and costs of other experts) incurred by the Security Trustee in connection with the performance of its respective duties under this Agreement, including the costs and disbursements in connection with the creation, holding, and foreclosure on the Security.

27. Right to Indemnification

The Issuer shall indemnify the Security Trustee against all losses, liabilities, obligations (including any taxes), actions in and out of court, and costs and disbursements incurred by the Security Trustee in connection with this Agreement or any other Transaction Document, unless such costs and expenses are incurred by the Security Trustee due to a breach of its standard of care pursuant to Clause 33 (Standard of Care), as limited pursuant to Clause 34 (Exclusion of Liability).

28. Taxes

28.1 The Issuer shall bear all transfer taxes and other similar taxes or charges which are imposed in the United Kingdom or in Luxembourg on or in connection with (i) the creation, holding, foreclosure or enforcement of Security, (ii) any measure taken by the Security Trustee pursuant to the Conditions of the Notes, the Subordinated Loan or the Transaction Documents, and (iii) the Issue of the Notes or the Subordinated Loan Agreements or the conclusion of Transaction Documents.

28.2 All payments of fees and reimbursements of reasonable expenses to the Security Trustee shall include any turnover taxes, value added taxes or similar taxes, other than taxes on the Security Trustee's overall income or gains, which are imposed in the future on the services of the Security Trustee.

29. Limited Recourse; No Lien or Set-Off; No Petition

29.1 Clause 3 (Limited Recourse; No Lien or Set-Off; No Petition) of the Incorporated Terms Memorandum shall apply mutadis mutandis, as if set out in full herein.

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30. Termination by the Security Trustee for good cause

30.1 The Security Trustee may resign from its office as Security Trustee for good cause (aus wichtigem Grund) at any time provided that upon or prior to its resignation the Security Trustee, on behalf of the Issuer, appoints a reputable firm as successor and such appointee who needs to be experienced in the business of security trusteeship in the United Kingdom assumes all rights and obligations arising from this Agreement and has been furnished with all authorities and powers that have been granted to the Security Trustee.

30.2 Without prejudice to the obligation of the Security Trustee to appoint a successor in accordance with sub-clause 30.1 above, the Issuer shall be authorised to make such appointment in lieu of the Security Trustee.

30.3 The appointment of the new Security Trustee pursuant to sub-clauses 30.1 or 30.2 above shall only take effect if (i) VWFS and the Noteholders consent to the appointment of the proposed new Security Trustee; and (ii) the Issuer consents to the appointment of the proposed new Security Trustee or withholds such consent unreasonably. Consent pursuant to number (i) above shall be deemed granted if the Issuer or the Security Trustee requests VWFS, the Noteholders in writing for consent to the appointment and consent is not refused by VWFS, the Noteholders within five banking days in London of having received the request. Consent pursuant to number (ii) shall be deemed granted if the Security Trustee requests the Issuer in writing for consent to the appointment and consent or proof of reasonable cause for refusing to give consent is not provided within five banking days in London after the Issuer receives the request. Consent pursuant to number (i) above shall not require consent of VWFS to the extent VWFS became subject to the occurrence of an Insolvency Event with respect to itself.

30.4 A termination pursuant to sub-clause 30.1 above notwithstanding, the rights and obligations of the Security Trustee shall continue until the appointment of the new Security Trustee has become effective and the rights pursuant to Clause 33 (Transfer of Security; Costs; Publication) have been assigned to it.

31. Replacement of the Security Trustee

The Issuer shall be authorised and obligated to replace the Security Trustee with a reputable firm who needs to be experienced in the business of security trusteeship in the United Kingdom, if the Issuer has been so instructed in writing by a Noteholder or Noteholders and the Subordinated Lender together owning at least 50 per cent. of the aggregate outstanding nominal amount of the Notes and the Subordinated Loan. The Issuer shall be obliged to notify VWFS and the Rating Agencies within thirty (30) days upon receipt of such request to replace the Security Trustee on the request to replace the Security Trustee.

32. Transfer of Security; Costs; Publication

32.1 In the case of a replacement of the Security Trustee pursuant to Clause 30 (Termination by the Security Trustee for Good Cause) or Clause 31 (Replacement of the Security Trustee), the Security Trustee shall forthwith transfer the assets and other rights it holds as fiduciary under this Agreement, as well as its Trustee Claim under Clause 4 (including the pledge rights granted for the same pursuant to Clause 6) in its capacity as trustee to the new Security Trustee. Without prejudice to this obligation, the Issuer is hereby irrevocably authorised to effect such transfer on behalf of the Security Trustee.

32.2 The costs incurred in connection with replacing the Security Trustee pursuant to Clause 30 (Termination by the Security Trustee for Good Cause) or Clause 31 (Replacement of the Security Trustee) shall be borne by the Issuer. If the replacement pursuant to Clause 30 (Termination by the Security Trustee for Good Cause) or Clause 31 (Replacement of the Security Trustee) is caused by a violation of obligations of the Security Trustee as set out in

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Clauses 34 (Standard of Care) and 35 (Exclusion of Liability), the Issuer shall be entitled, without prejudice to any additional rights, to demand damages from the Security Trustee in the amount of such costs up to a maximum amount of EUR 20,000 (the "Replacement Costs"). For the avoidance of doubt, such Replacement Cost shall cover any and all replacement costs occurred in respect of a replacement of Wilmington Trust (London) Limited as Security Trustee, Wilmington Trust SP Services (Frankfurt) GmbH as Process Agent, and Wilmington Trust SP Services (Luxembourg) S.A. as Corporate Services Provider.

32.3 The appointment of a new Security Trustee in accordance with Clause 30 (Termination by the Security Trustee for Good Cause) or Clause 31 (Replacement of the Security Trustee) shall be published without delay in accordance with the Conditions and the Subordinated Loan Agreement, or, if this is not possible, in any other appropriate way.

32.4 The Security Trustee shall provide the new Security Trustee with a report regarding its activities within the framework of this Agreement.

33. Standard of Care

The Security Trustee shall be liable for breach of its obligations under this Agreement only if and to the extent that it fails to meet the standard of care which it would exercise in its own affairs (Sorgfalt in eigenen Angelegenheiten).

34. Exclusion of Liability

34.1 The Security Trustee shall not be liable for: (i) any action or failure to act of the Issuer or of other parties to the Transaction Documents (including to the extent performed on behalf of the Security Trustee), (ii) the Notes, the Subordinated Loan, the Receivables, the Security and the Transaction Documents being or not being legal, valid, binding, or enforceable, or for the fairness of the provisions set forth in the Notes, the Subordinated Loan or in the aforementioned agreements, (iii) a loss of documents related to the Receivables unless attributable to a violation of the standard of care set out in Clause 33 of the Security Trustee (iv) – without prejudice to the provisions of Clause 14 (Breach of Obligations by the Issuer) – the Seller's failure to meet all or part of its contractual obligations to submit documents to the Security Trustee.

34.2 No shareholder, officer or director of the Security Trustee shall incur any personal liability as a result of the performance or non-performance by the Security Trustee of its obligations hereunder. Any recourse against such a person is excluded accordingly.

35. Undertakings of the Issuer in Respect of the Security

The Issuer undertakes vis-à-vis the Security Trustee:

(a) not to sell the Security and to refrain from all actions and failure to act (excluding the collection and enforcement of the Security in the ordinary course of business) which may result in a material decrease in the aggregate value or in a loss of the Security; to the extent that there are indications that a Transaction Creditor does not properly fulfil its obligations under a Transaction Document, the Issuer will in particular exercise the due care of a merchant (die Sorgfalt eines ordentlichen Kaufmanns) to take all necessary action to prevent the Security or their value from being jeopardised;

(b) to mark in its books and documents the transfer for security purposes and the pledges to the Security Trustee and to disclose to third parties having a legal interest in becoming aware of the transfer for security purposes and the pledges that the transfer for security purposes and the pledges have taken place;

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(c) promptly to notify the Security Trustee if the rights of the Security Trustee in the Security are impaired or jeopardised by way of an attachment or other actions of third parties, by sending a copy of the attachment or transfer order or of any other document on which the enforcement of the third party is based, as well as all further documents which are required or useful to enable the Security Trustee to file proceedings and take other actions in defence of its rights. In addition, the Issuer shall promptly inform the attachment creditor and other third parties in writing of the rights of the Security Trustee in the Security;

(d) to permit the Security Trustee or its representatives to inspect its books and records at any time during usual business hours for purposes of verifying and enforcing the Security, to give any information necessary for such purpose, and to make the relevant records available for inspection; and

(e) to enter into alternative security arrangements pursuant to which the Security Trustee benefits from a valid, binding and enforceable security right over the assets assigned or pledged pursuant to Clauses 5 and 6 hereof in case that the arrangements under Clauses 5 and 6 are not regarded as valid under the laws of a jurisdiction other than Germany.

36. Other Undertakings of the Issuer

The Issuer undertakes vis-à-vis the Security Trustee to:

(a) promptly notify the Security Trustee in writing if circumstances occur which constitute a Foreclosure Event pursuant to Clause 16 (Foreclosure on the Security; Foreclosure Event; Enforcement Event);

(b) submit to the Security Trustee at least once a year and in any event not later than 120 days after the end of its fiscal year and at any time upon demand within five days a certificate signed by two directors of the Issuer in which such director, in good faith and to the best of his/her knowledge based on the information available represents, on behalf of the Issuer, that during the period between the date the preceding certificate was submitted (or, in the case of the first certificate, the date of this Agreement) and the date on which the relevant certificate is submitted, the Issuer has fulfilled its obligations under the Notes, the Subordinated Loan and the Transaction Documents or (if this is not the case) specifies the details of any breach;

(c) give the Security Trustee at any time such other information it may reasonably demand for the purpose of performing its duties under this Agreement;

(d) send to the Security Trustee one copy in the German or the English language of any balance sheet, any profit and loss accounts, any report or notice, or any other memorandum sent out by the Issuer to its shareholder either at the time of the mailing of those documents to the shareholder or as soon as possible thereafter;

(e) send or have sent to the Security Trustee a copy of any notice given in accordance with the Conditions of the Notes and/or the Subordinated Loan immediately, or at the latest on the day of the publication of such notice;

(f) ensure that the Principal Paying Agent notifies the Security Trustee immediately if it does not receive the moneys needed to discharge in full any obligation to repay the full or partial principal amount due to the Noteholders and/or the Subordinated Lender on any Payment Date;

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(g) have at all times at least one director independent from the Seller and the Issuer's shareholders;

(h) correct any known misunderstanding regarding its separate identity; and

(i) conduct its own business in its own name.

37. Actions of the Issuer Requiring Consent

As long as any of the Notes and the Subordinated Loan are outstanding, the Issuer is not authorised without prior written consent of the Security Trustee to:

37.1 engage in any business or activities other than:

(a) the performance of the obligations under this Agreement, the Notes, the Subordinated Loan and the other Transaction Documents and under any other agreements which have been entered or may be entered into in connection with the Funding;

(b) the enforcement of its rights;

(c) the performance of any acts which are necessary or useful in connection with (a) or (b) above; and

(d) the execution of all further documents and undertaking of all other actions, at any time and to the extent permitted by law, which, in the opinion of the Security Trustee, are necessary or desirable with respect to the reasonable interests of the Noteholders or the Subordinated Lender in order to ensure that the Conditions of the Notes or the Subordinated Loan Agreement are always valid;

37.2 hold, permit to subsist any subsidiary nor form or acquire any subsidiary (unless in the case of a substitution of the Issuer pursuant to the Conditions of the Notes and the Subordinated Loan);

37.3 dispose or pledge of any assets or any part thereof or interest therein and/or make, incur, assume or suffer to exist any loan, advance or guarantee to any person, unless otherwise provided in Clause 37.1;

37.4 pay dividends or make any other distribution to its shareholders;

37.5 incur, create, assume or suffer to exists or otherwise become liable in respect of any indebtedness, whether present or future;

37.6 have any employees or own any real estate assets;

37.7 create or permit to subsist any mortgages, or – except as otherwise permitted by the Transaction Documents – any liens, pledges or similar rights;

37.8 consolidate or merge;

37.9 materially amend its Articles of Incorporation;

37.10 issue new shares and acquire shares;

37.11 open new accounts (other than contemplated in the Transaction Documents);

37.12 change its country of incorporation;

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37.13 effect a substitution of the Issuer pursuant to the Conditions of the Notes and the Subordinated Loan;

37.14 permit its assets to become commingled with those of any other party; or

37.15 acquire obligations or securities of its affiliates;

37.16 if the Issuer requests that the Security Trustee grants its consent as required pursuant to this Clause 37, the Security Trustee may grant or withhold the requested consent at its discretion, taking into account the reasonable interests of the Transaction Creditors in accordance with Clause 3.1 hereof.

38. Notices

All communication under this Agreement shall be delivered to the addresses set out in Clause 4 of the Incorporated Terms Memorandum.

39. Severability Clause; Coordination

Clause 5 (Severability Clause, Coordination) of the Incorporated Terms Memorandum shall apply mutadis mutandis to this Agreement as if set out in full herein.

40. Amendments

Clause 6 (Amendments) of the Incorporated Terms Memorandum shall apply mutadis mutandis to this Agreement as if set out in full herein.

41. Applicable Law; Place of Performance; Jurisdiction

Clause 7 (Applicable Law, Place of Performance, Jurisdiction) of the Incorporated Terms Memorandum shall apply mutadis mutandis to this Agreement as if set out in full herein.

42. Condition Precedent

This Agreement and the rights and obligations hereunder will only become effective, once the condition precedent that under Note Purchase Agreement and the Receivables Purchase Agreement have been satisfied.

43. Third Party Benefit

Unless expressly stipulated herein otherwise, a Person who is not a party to this Agreement has no right under section 328 (echter Vertrag zugunsten Dritter) of the German Civil Code to enforce or to enjoy the benefit of any term of this Agreement.

44. Counterparts

14 counterparts of this Agreement shall be signed. Each signed counterpart shall be deemed an original.

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INCORPORATED TERMS MEMORANDUM

The following is the text of the Incorporated Terms Memorandum. The text is attached as Annex B to the Conditions of the Notes and constitutes an integral part of the Conditions of the Notes. In case of any overlap or inconsistency in the definitions of a term or expression in the Incorporated Terms Memorandum and elsewhere in the Base Prospectus, the definitions of the Incorporated Terms Memorandum will prevail.

1. Master Definitions Schedule

1.1 The parties that have signed this Incorporated Terms Memorandum agree that, except where expressly stated to the contrary or where the context otherwise requires, the definitions set out below shall apply to terms or expressions referred to but not otherwise defined in each of the German Transaction Documents, the Servicing Agreement, the Receivables Agreement, the Deed of Charge and Assignment and the termination, restatement and amendment deed, dated 16 November 2012 and signed by certain parties hereto (the "Termination, Restatement and Amendment Deed").

"Accession Agreement" means the agreement set out as a schedule to the Note Purchase Agreement and signed by any additional Note Purchaser.

"Accounts" means the Accumulation Account, the Distribution Account, the Counterparty Downgrade Collateral Account and the Cash Collateral Account.

"Account Agreement" means the account agreement between the Issuer, VWFS, the Account Bank and the Security Trustee governing, inter alia, the Distribution Account dated on 16 November 2012, as amended from time to time.

"Account Bank" means BNP Paribas Securities Services, Luxembourg Branch.

“Account Pledge Agreements” means the First Account Pledge Agreement and the Second Account Pledge Agreement together.

"Account Bank Required Guarantee" means a guarantee provided to the Account Bank in respect of the amounts deposited in the Distribution Account, the Accumulation Account, the Counterparty Downgrade Collateral Account and the Cash Collateral Account by a party with ratings, solicited or unsolicited, of at least "R1" or long-term rating of "A" from DBRS and "A-1" and "A" from S&P, or long-term ratings of at least "A+" from S&P or an unsecured and unsubordinated short-term rating of at least F1 from Fitch and an unsecured and unsubordinated long-term rating of at least A from Fitch. For the avoidance of doubt, such Account Bank Required Guarantee shall comply with the S&P guarantee criteria as published by S&P from time to time.

"Account Bank Required Rating" means (i) either (x) short-term, unsecured, unguaranteed and unsubordinated debt obligations which is rated by S&P at least A-1 (or its equivalent) and long-term, unsecured and unguaranteed debt obligations which is rated by S&P at least A (or its equivalent); or (y) long-term, unsecured and unguaranteed debt obligations of at least A+ (or its equivalent); and (ii) a short term rating of at least "R1" or long-term rating of "A" from DBRS and (iii) an unsecured and unsubordinated short-term rating of at least F1 from Fitch and an unsecured and unsubordinated long-term rating of at least A from Fitch.

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"Accumulation Account" means the accumulation account held with BNP Paribas Securities Services, Luxembourg Branch with IBAN LU 25 3280355288C03826.

"Accumulation Amount" means during the Revolving Period on a Payment Date the amount calculated as the Replenishment Amount less the Amortising Amount for each Amortising Series of Notes, less the Subordinated Loan Amortising Amount, less the Additional Deferred Purchase Price. "Accumulation Balance" means during the Revolving Period on a Payment Date the Accumulation Balance brought forward at the beginning of the Monthly Period plus the Accumulation Amount for the relevant Payment Date less the Funded Purchase Price plus

(i) on the Payment Date falling in November 2012 an amount calculated as the product of the Included Receivables Balance (including any Additional Receivables sold on such Payment Date) multiplied by the Overcollateralisation Percentage, plus the Subordinated Loan Required Amount on such Payment Date, plus any increase in the aggregate Series Nominal Amount for all Series of Notes due to an issuance of Further Notes; and

(ii) on any Payment Date other than the Payment Date falling in November

2012, to the extent Further Notes will be issued on such Payment Date (an Additional Purchase Date), the sum of the Subordinated Loan Required Amount in an amount as required to maintain the Subordinated Loan Target Percentage, plus any increase in the Series Nominal Amount for all Series of Notes due to an issuance of Further Notes.

"Accrued Interest" means in respect of a Note the interest which has accrued up to the relevant date.

"Additional Borrowing Date" shall have the meaning assigned to such term in Clause 2.3 of the Subordinated Loan Agreement.

"Additional Cut-Off Date" means the last day of a Monthly Period elapsing prior to an Additional Purchase Date.

"Additional Deferred Purchase Price Amount" means on any Payment Date on which one or more Series of Notes qualify as an Amortising Series, any amount that remained unpaid under this definition from the previous Payment Date plus (i) the Replenishment Amount multiplied by, (ii) (a) the Overcollateralisation Percentage multiplied by (b) the relevant Series Percentage, (iii) divided by the Note Percentage.

"Additional Offer Date" means the third Business Day prior to a Payment Date unless the Payments Date is a Payment Date on which Further Notes will be issued, in which case the Additional Offer Date shall fall on the fifth Business Day prior to a Payment Date.

"Additional Purchase Available Funds" means the amount available for the purchase of Additional Receivables under item tenth of the Order of Priority.

"Additional Purchase Conditions Precedent" means (i) the availability of the funds determined to be available for the purchase of Additional Receivables pursuant to the Order of Priority, (ii) to the extent Further Notes are to be issued on the respective

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Additional Purchase Date the issuance of such Further Notes, (iii) the payment of amounts to be advanced by the Subordinated Lender under the Subordinated Loan Agreement on the respective Additional Purchase Date and (iv) no Credit Enhancement Increase Condition is in effect.

"Additional Purchase Date" means a Payment Date falling in the Revolving Period, when an additional purchase is made pursuant to Clauses 2 and 4 of the Receivables Purchase Agreement.

"Additional Purchase Price" means the total consideration payable by the Issuer to VWFS with respect to the Additional Receivables (together with the related Ancillary Rights) on any Additional Purchase Date which shall consist of (i) the Funded Purchase Price, and (ii) a deferred component equal to the amount payable in respect thereof pursuant to the Order of Priority (with respect to such Additional Receivables, the "Deferred Purchase Price").

"Additional Receivables" means the Receivables purchased by the Issuer from VWFS on any Additional Purchase Date in accordance with the Receivables Purchase Agreement.

"Additional Receivables Overcollateralisation Percentage" means 1 per cent.

"Administrative Call Option" means the option of VWFS to repurchase the Receivables as set out in the Receivables Purchase Agreement.

"Administrative Call Option Notice" means the notice served under the Receivables Purchase Agreement for an Administrative Call Option.

"Administrator Recovery Incentive" means any incentive fee, costs and/or expenses payable, pursuant to the Servicing Agreement, to an Insolvency Official of VWFS in relation to the sale of Vehicles after any Insolvency Event of VWFS.

"Adverse Claim" means any mortgage, charge, pledge, hypothecation, lien, floating charge or other security interest or encumbrance or other right or claim under the laws of any jurisdiction, of or on any Person's assets or properties in favour of any other Person.

"Affiliate" means, in relation to any Person, any entity controlled, directly or indirectly by the Person, any entity that controls, directly or indirectly the Person or any entity directly or indirectly under common control with such Person (for this purpose, "control" of any entity of Person means ownership of a majority of the voting power of the entity or Person). For the purposes of this definition, with respect to the Issuer, "Affiliate" does not include the Corporate Services Provider or any entities which the Corporate Services Provider controls.

"Agency Agreement" means the agency agreement between, inter alios, the Issuer, the Principal Paying Agent, the Listing Agent, the Calculation Agent, the Interest Determination Agent and the Security Trustee dated on or about the Signing Date, as amended from time to time.

"Agents" means the Calculation Agent, the Interest Determination Agent, the Listing Agent and the Principal Paying Agent, and "Agent" means any one of them.

"Aggregate Receivables Balance" means the sum of the Receivables Balances for all Financing Contracts relating to Purchased Receivables.

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"Aggregate Redeemable Amount" means, on any Payment Date on which Receivables will be transferred to a separate securitization transaction in accordance with Clause 11 of the Receivables Purchase Agreement, the difference between (i) the aggregate Series Nominal Amount of all Notes prior to such transfer and (ii) the Targeted Note Balance calculated with respect to such Payment Date provided that for the purpose of this item (ii) only the term "Included Receivables Balance" shall, for the purpose of calculating the Targeted Note Balance, include only the Purchased Receivables not transferred to a separate securitization transaction with effect to such Payment Date.

"Amortising Amount" shall

(i) prior to a Credit Enhancement Increase Condition being in effect, in respect of a Series of Notes be calculated as follows:

(a) if on the relevant Payment Date all outstanding Series of Notes are non-Amortising Series, zero; or

(b) for any Series of Notes which on the relevant Payment Date qualifies as an

Amortising Series (such Payment Date with respect to such Series referred to as the "Series Amortisation Date") the Replenishment Amount multiplied by the relevant Series Percentage as determined for such Series of Notes, plus the Floor Adjustment; or

(c) upon expiration of the Revolving Period, the greater of (i) the amount required to reduce the sum of all Series Nominal Amounts to the product of the Included Receivables Balance multiplied by the Note Percentage and (ii) the Replenishment Amount multiplied by the relevant Series Percentage for such Series of Notes plus the Floor Adjustment.

(ii) when a Credit Enhancement Increase Condition is in effect, the amount required to

reduce the outstanding Series Nominal Amount of all outstanding Series of Notes to zero; whereby such amount shall be calculated for each Series of Notes, as the Series Nominal Amount for the relevant Series of Notes divided by the Series Nominal Amount for all Notes outstanding multiplied by Available Distribution Amount, after deduction of any senior costs and payments of interest on all Series of Notes in accordance with the Order of Priority.

"Amortising Series" means on any Payment Date:

any Series of Notes for which on or prior to such Payment Date the Series Revolving Period Expiration Date has occurred, or

following the occurrence of an Early Amortisation Event, all Series of Notes.

"Ancillary Rights" means, in relation to a Purchased Receivable, all remedies for enforcing the same including, for the avoidance of doubt and without limitation:

(a) the right to demand, sue for, recover, receive and give receipts for all amounts due and to become due whether or not from Obligors or guarantors under or relating to the Financing Contract to which such Purchased Receivable relates and all

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guarantees (if any) (including, for the avoidance of doubt, any Enforcement Proceeds received by the relevant Seller or its agents);

(b) the benefit of all covenants and undertakings from Obligors and from guarantors under the Financing Contract to which such Receivable relates and under all guarantees (if any);

(c) the benefit of all causes and rights of actions against Obligors and guarantors under and relating to the Financing Contract to which such Receivable relates and under and relating to all guarantees (if any);

(d) the benefit of any other rights, title, interest, powers and benefits of the relevant Seller into, under, pursuant to or in relation to such Financing Contract other than rights specifically relating to the Vehicle itself (with such rights specifically relating to the Vehicle including, without limitation, the right of ownership but excluding the rights to any PCP Recoveries);

(e) any Insurance Proceeds received by the relevant Seller or its agents pursuant to Insurance Claims in each case insofar as the same relate to the Financing Contract to which such Receivable relates; plus

(f) the benefit of any rights, title, interest, powers and benefits of the relevant Seller in and to PCP Recoveries.

"Applicable Insolvency Law" means any applicable bankruptcy, insolvency or other similar law affecting creditors' rights now or hereafter in effect in any jurisdiction.

"Articles of Incorporation" means the Statuts of Driver UK Master S.A. under Luxembourg law.

"Authorised Representative" shall mean the persons set out in Part A of Schedule 3 (Authorised Representative), as amended pursuant to Clause 5.1 of the Account Agreement.

"Available Distribution Amount" on each Payment Date shall equal the sum of the following amounts:

(i) amounts received as Collections under the Receivables Purchase Agreements and the Servicing Agreement; plus

(ii) investment earnings from deposits in the Accumulation Account and the Distribution Account; plus

(iii) proceeds from the issuance of Notes and proceeds from the Subordinated Loan; plus

(iv) payments from the Cash Collateral Account as provided for in Clause 19.3 of the Trust Agreement; plus

(v) the aggregate Repurchase Amounts paid by VWFS to the Issuer on such Payment Date pursuant to the Warranty Breach Repurchase Deed and any payment received by the Issuer on such Payment Date pursuant to Clause 8 and Clause 10 of the Dunyard Receivables Purchase Agreement; plus

(vi) the aggregate Repurchase Amounts paid by VWFS to the Issuer on such Payment Date pursuant to Clause 9 of the Receivables Purchase Agreement or any payment

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received by the Issuer on such Payment Date pursuant to Clause 10 and Clause 13 of the Receivables Purchase Agreement; plus

(vii) Net Swap Receipts under the Swap Agreements and any other amounts included in the Available Distribution Amount pursuant to Clause 19 of the Trust Agreement; plus

(viii) in case of the occurrence of an Early Amortisation Event or after the end of the Revolving Period, transfers from the Accumulation Account to the Distribution Account pursuant to the Trust Agreement.

"Borrowing Date" shall have the meaning assigned to such term in Clause 2.1 of the Subordinated Loan Agreement.

"Business Day" means any day on which TARGET2 is open for business, provided that this day is also a day on which banks are open for business in London, Luxembourg and New York.

"Calculation Agent" means BNP Paribas Securities Services, Luxembourg Branch.

"Calculation Check Notice" shall mean a notice to be supplied by the Calculation Agent pursuant to Clause 5 (The Calculation Agent) of the Agency Agreement in writing.

"Calculation Checks" means the checks of the relevant calculations to be performed by the Calculation Agent pursuant to Clause 5 (The Calculation Agent) of the Agency Agreement.

"Callback Contact" shall mean the persons set out in Part B of Schedule 3 (Callback Contact), as amended pursuant to Clause 5.1 of the Account Agreement.

"Cash Administrator" means BNP Paribas Securities Services, Luxembourg Branch.

"Cash Administration Services" has the meaning as set forth in Clause 8.2 of the Account Agreement.

"Cash Collateral Account" means the account held with BNP Paribas Securities Services with IBAN LU 88 3280355288C04826.

"Cash Collateral Amount" means the outstanding balance of the Cash Collateral Account from time to time.

"Cash Collateral Funding Amount" means the portion of the Subordinated Loan used to fund the amount deposited in the Cash Collateral Account from time to time.

"CET" means Central European Time as being the local time in Frankfurt am Main and Luxembourg.

"Charged Property" means the whole of the right, title, benefit and interest of the Issuer in such undertaking, property, assets and rights assigned to the Security Trustee as defined under the Deed of Charge and Assignment.

"Charged-Off Amounts" in the relation to a Charged-Off Receivable the sum of the accounting write-off in accordance with the Servicer’s Customary Operating Practices that the reduces the Outstanding Principal Balance (where the adjustment for Defaulted Receivables being zero shall not be applied) associated with the Vehicle to zero with regard to a Charged-

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Off Receivable and/or plus, if appropriate the accounting write off in accordance with the Servicer’s Customary Operating Practices of past due Receivables that remain unpaid.

"Charged off Receivables" means a Terminated Receivable upon the occurrence of the earlier of the following events (i) the Vehicle associated to a Terminated Receivable is being sold or written-off (as having a value of zero) or (ii) the value of the associated Terminated Receivable (excluding the Vehicle) is written off in accordance with the Servicer’s Customary Operating Practices. "Charged Transaction Documents" means the English Transaction Documents other than the Deed of Charge and Assignment together with the swap agreements novated from Dunyard Funding Limited to the Issuer on 21 November 2011. "Check Information" has the meaning as set forth in Clause 5.3(a) of the Agency Agreement. "Clearing System" means each of the following: Clearstream Banking, société anonyme (42 Avenue JF Kennedy, 1855 Luxembourg, Luxembourg) ("Clearstream, Luxembourg") and Euroclear Bank SA/NV (Boulevard du Roi Albert II, 1210 Brussels, Belgium) ("Euroclear"). "Closing Date" means 20 November 2012. "Co-Arranger" means each of Volkswagen Financial Services AG and The Royal Bank of Scotland plc. "Collection Accounts" means the accounts in the name of VWFS to which Collections are paid by the Obligors.

"Collections" means, with respect to any Purchased Receivable:

(a) all payments received by the Servicer after the applicable Cut-Off Date related to such Purchased Receivable in the form of cash, cheques, SWIFT payments, wire transfers, direct debits, bank giro credits or other form of payment made by an Obligor in respect of such Purchased Receivable, including PCP Recoveries, excess mileage charges, Enforcement Proceeds and Insurance Proceeds;

(b) any payments received by the Servicer after such Cut-Off Date under any Ancillary Rights related to such Purchased Receivable;

(c) any and all amounts received after such Cut-Off Date by the Servicer (after

expenses of recovery, repair and sale in accordance with Customary Operating Practices) in connection with any sale or other disposition of the Vehicle related to such Purchased Receivable; and

(d) any payments received by the Servicer after such Cut-Off Date by way of recoveries in respect of any such Purchased Receivable that has become a Defaulted Receivable;

but shall not include any payments constituting Excluded Amounts.

"Common Safekeeper" or "CSK" means the entity appointed by the Principal Paying Agent to provide safekeeping for the Notes under the new global note form (NGN).

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"Compartment" means a compartment of Driver UK Master S.A. within the meaning of the Luxembourg Securitisation Law.

"Compartment 1" means the first Compartment of Driver UK Master S.A. designated to acquire the Purchased Receivables and related collateral from VWFS under the Receivables Purchase Agreement and from Dunyard under the Dunyard Receivables Purchase Agreement.

"Conditions" means the terms and conditions of the Notes pursuant to the Note Purchase Agreement.

"Corporate Services Agreement" means the corporate services agreement entered into by Driver UK Master S.A. and the Corporate Services Provider on or about 21 November 2011 under which, the Corporate Services Provider is responsible for the day to day activities of Driver UK Master S.A, and shall provide secretarial, clerical, administrative and related services to Driver UK Master S.A. and maintain the books and records of Driver UK Master S.A. in accordance with applicable laws and regulations of Luxembourg.

"Corporate Services Provider" means Wilmington Trust SP Services (Luxembourg) S.A.

"Counterparty Downgrade Collateral Account" means the counterparty downgrade collateral account established by the Security Trustee for collateral provided by the Swap Counterparty pursuant to Clause 19.6 of the Trust Agreement.

"CRD" means Article 122a of the Directive 2006/48/EC.

"Credit Enhancement Increase Conditions" shall be deemed to be in effect if: (a) the Dynamic Net Loss Ratio for three consecutive Payment Dates exceeds (i) 0.25 per cent., if the Weighted Average Seasoning is less than or equal to 12 months (ii) 0.45 per cent., if the Weighted Average Seasoning is between 13 months (inclusive) and 24 months (inclusive), (iii) 2.0 per cent. if the Weighted Average Seasoning is between 25 months (inclusive) and 36 months (inclusive), or if the Weighted Average Seasoning is greater than 36 months the Dynamic Net Loss Ratio shall not apply; or (b) the Cumulative Net Loss Ratio exceeds (i) 0.6 per cent., if the Weighted Average Seasoning is less than or equal to 12 months (inclusive), (ii) 1.2 per cent., if the Weighted Average Seasoning is between 13 months (inclusive) and 24 months (inclusive), (iii) 2.3 per cent., if the Weighted Average Seasoning is between 25 months (inclusive) and 36 months (inclusive) (iv) 3.5 per cent. if the Weighted Average Seasoning is greater than 36 months,; or (c) if the Late Delinquency Ratio (prior to expiration of the Revolving Period) exceeds 0.7 per cent. on any Payment Date, for any Payments Date thereafter, provided that this event will be waived if the Issuer receives a confirmation of the Rating Agencies that the sale of the Receivables in accordance with Clause 11 of the Receivables Purchase Agreement will not result in a downgrade of the outstanding Notes on or before the Payment Date immediately following the occurrence of such event; or (d) in case of the occurrence of an Insolvency Event with respect to VWFS; or (e) the Cash Collateral Account does not contain the Specified Cash Collateral Account Balance.

"Cumulative Net Loss Ratio" means for any Payment Date a fraction expressed as a percentage, the numerator of which is the aggregate Charged-Off Amount of all Receivables (including Receivables which were not received on time and Receivables remaining to be paid in the future) less any recoveries made in relation to Charged-Off Receivables with effect from the Cut-Off Date falling in October 2012 (including any

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Receivables that were sold in accordance with Clause 11 of the Receivables Purchase Agreement and had later become Charged-Off Receivables) and the denominator of which is the sum of the Included Receivables Balance as of the Cut-Off Date falling in October 2012 plus all and Additional Receivables purchased by the Issuer on each Additional Purchase Date after the Cut-Off Date falling in October 2012.

"Cure Period" means the period until the end of the Monthly Period, which includes the sixtieth (60th) day (or, if the relevant Seller elects an earlier date) after the date when:

(a) VWFS became aware or was notified by the Servicer that: (i) a breach of any of the warranties set forth at the Initial Cut-Off Date, the Original Closing Date, the Additional Cut-Off Dates or Additional Purchase Dates (as applicable), which VWFS has to cure or correct pursuant to Clause 9 of the Receivables Purchase Agreement, has occurred; or (ii) a payment is required under Clause 13.3 of the Receivables Purchase Agreement (each as applicable);

(b) VWFS became aware or was notified by the Servicer that: (i) a breach of any of the warranties set forth at the Initial Cut-Off Date or the Original Closing Date (as applicable), which VWFS has to cure or correct pursuant to the Warranty Breach Repurchase Deed, has occurred; or (ii) a payment is required under Clauses 10.3 or 10.4 of the Dunyard Receivables Purchase Agreement (each as applicable).

"Customary Operating Practices" means the normal operating policies and practices in respect of the origination, management, administration and collection of receivables adopted by (as the case may be) VWFS or the Servicer from time to time with respect to hire purchase and lease purchase contracts (including PCP Agreements) entered into by VWFS.

"Cut-Off Date" means each of the Initial Cut-Off Date and each Additional Cut-Off Date.

"DBRS" means DBRS, Inc. or any successor to its rating business. "Deed of Charge and Assignment" means the English law deed of charge governing the granting of security and declaration of trust entered into, inter alios, between Driver UK Master S.A. acting with respect to its Compartment 1 and the Security Trustee dated on or about the Signing Date.

"Defaulted Receivable" means (without double-counting):

(a) any Receivable which has been written off as without value in accordance with the Customary Operating Practices; or

(b) any Receivable which has been "hostile terminated" in accordance with the Customary Operating Practices; or

(c) any PCP Receivable in respect of which (i) the related Obligor has elected to exercise its right to return the Vehicle related to such PCP Receivable pursuant to the PCP Agreement related to such PCP Receivable, and (ii) the Vehicle related to such PCP Receivable has not been sold or otherwise disposed of for more than 91 days from the date on which such Vehicle was returned.

"Deferred Purchase Price" means the deferred component of the total consideration payable by the Issuer to VWFS with respect to the VWFS Receivables (together with the

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related Ancillary Rights) on any Purchase Date which is equal to the amount payable in respect thereof pursuant to the Order of Priority.

"Delinquent Receivable" means any Receivable (other than a Defaulted Receivable) in respect of which any payment, or part thereof, remains unpaid by the relevant Obligor for more than 30 days but less than 91 days as calculated in accordance with the Customary Operating Practices.

"Direct Debit" means a written instruction of an Obligor authorising its bank to honour a request of VWFS to debit a sum of money on specified dates from the account of the Obligor for credit to an account of VWFS.

"Direct Debiting Scheme" means the system for the manual or automated debiting of bank accounts by Direct Debit operated in accordance with the principal rules of certain members of the Association for Payment Clearing Services.

"Distribution Account" means the interest bearing account with IBAN number LU59 3280 3552 88C0 2826 held by the Issuer with the Account Bank.

"Domiciliation Law" means article 1 of the Luxembourg law of 31 May 1999.

"Dunyard" means Dunyard Funding Limited, a limited liability company incorporated in Jersey with registered number 82627 having its registered office at 22 Grenville Street, St. Helier, Jersey, JE4 8PX, Channel Islands but which has been liquidated on 20 June 2012.

"Dunyard Receivables" means the Receivables purchased by the Issuer from Dunyard on the Original Closing Date in accordance with the Dunyard Receivables Purchase Agreement.

"Dunyard Receivables Purchase Agreement" means the receivables purchase agreement dated the Original Closing Date and entered into between Dunyard, the Issuer, VWFS and the Security Trustee.

"Dunyard Receivables Purchase Master Deed" means the Receivables Purchase Master Deed dated 15 August 2002 made between, inter alios, VWFS, Dunyard and Thames Asset Global Securitization No.1 Inc.

"Dynamic Net Loss Ratio" means for any Payment Date, a fraction expressed as a percentage rate, the numerator of which is the sum of the aggregate Charged-Off Amounts for the Monthly Period less any recoveries made in relation to the Receivables that were previously Charged-Off Receivables during the Monthly Period and the denominator of which is the Included Receivables Balance as of the beginning of the Monthly Period.

"Early Amortisation Event" shall mean any of the following: (i) the occurrence of a Servicer Replacement Event; (ii) the Accumulation Balance on two consecutive Payment Dates exceed in aggregate 15 per cent. of the Included Receivables Balance; (iii) any written representation or warranty made by the Issuer, the Seller or the Servicer in any Transaction Document to which it is a party was incorrect, in any material respect, when made or deemed to be made by reference to the facts and circumstances then subsisting (provided, that repurchase of a Receivable by the Seller shall be deemed to remedy such circumstances in respect of such Receivable) if such incorrect representation or warranty shall remain unremedied for sixty (60) days (or, if such failure is not capable of remedy, in the Servicer’s sole discretion, five Business Days) after receipt by the Servicer of written notice from (as the case may be) the Issuer or the Co-Manager requiring the circumstances

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causing or responsible for such misrepresentation to be remedied (which Early Amortisation Event shall be deemed to occur only upon the last day of the relevant period); (iv) the aggregate outstanding principal amount of Notes exceeds the Targeted Note Balance on any Payment Date; or (v) VWFS ceases to be an Affiliate of Volkswagen Financial Services AG or any successor thereto; or (vi) the Issuer or the Seller fails to observe or perform any material term, covenant or agreement under any Transaction Document to which it is a party, and such failure shall remain unremedied for sixty (60) days (or if such failure is not capable of remedy, in the Seller’s sole discretion, five Business Days) after receipt by the Issuer or the Seller of written notice from (as the case may be) the Issuer or a Noteholder requiring the relevant failure to be remedied (which Early Amortisation Event shall be deemed to occur only upon the last day of the relevant period).

"EC Treaty" means the Treaty establishing the European Community (signed in Rome on 25 March, 1957), as amended by the Treaty on European Union (signed in Maastricht on 7 February, 1992), as amended by the Treaty of Amsterdam (signed in Amsterdam on 2 November, 1997), as amended by the Treaty of Nice (signed in Nice on 26 February, 2001) and as amended by the Treaty of Lisbon (signed in Lisbon on 13 December 2007 and in force since 1 December 2009).

"EEA" means the European Economic Area established under the "The Agreement creating the European Economic Area" entered into force on 1 January 2004.

"Eligible Bank" means an internationally recognised bank with the Account Bank Required Ratings.

"Eligible Collateral Bank" means an international recognised bank with the Account Bank Required Ratings.

"Eligible Receivable" means a VWFS Receivable that complies with the representations and warranties in Clause 8 of the Receivables Purchase Agreement and/or a Dunyard Receivable that complies with the representations and warranties in Schedule 2 of the Dunyard Receivables Purchase Master Deed.

"Eligible Swap Counterparty" means any entity whose short term unsecured debt obligations are rated by S&P not less than A-1, or where such entity does not have a short term rating from S&P, whose long term senior unsecured debt is rated by S&P not less than A+, with short-term, unsecured, unguaranteed and unsubordinated debt obligations which are rated by Fitch not lower than F1, and long-term, unsecured, unguaranteed and unsubordinated debt obligations which are rated by Fitch not lower than A and with (A) short-term unsecured, unguaranteed and unsubordinated debt obligations which are rated by DBRS at least "R1" (low) or (B) long-term unsecured, unguaranteed and unsubordinated debt obligations which are rated by DBRS at least "A".

"Encumbrances" has the meaning as set forth in Annex 3 (A), Clause 8 of the Note Purchase Agreement.

"Enforcement Event" means a Foreclosure Event has occurred, the Security Trustee has served an Enforcement Notice upon the Issuer and (in the sole judgment of the Security Trustee or upon the request of a Noteholder or the Noteholders holding not less than 66 2/3 per cent. of the aggregate principal amount then outstanding under the Notes (whereby Notes owned by VW Bank or its affiliates will not be taken into account for the determination of the required majority of 66 2/3 per cent. of the aggregate principal amount then outstanding under the Notes) such event constitutes an Enforcement Event.

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"Enforcement Notice" means a notice delivered by the Security Trustee on the Issuer upon the occurrence of a Foreclosure Event stating that the Security Trustee commences with the enforcement of the Security pursuant to the procedures set out in the relevant Security Documents.

"Enforcement Proceeds" means the gross proceeds from the realisation of Vehicles in respect of Purchased Receivables and from the enforcement of any other Ancillary Rights.

"English Process Agent" means the agent appointed by the Issuer and entitled to receive correspondence on behalf of the Issuer in England and Wales.

"English Purchased Receivable" means a Purchased Receivable that is governed by English law.

"English Transaction Documents" means the Receivables Purchase Agreement, the Dunyard Receivables Purchase Agreement, the Warranty Breach Repurchase Deed, the Servicing Agreement, each Swap Agreement and the Deed of Charge and Assignment and any other documents designated as an English Transaction Document by the Issuer and the Security Trustee.

"Error Check Notice" has the meaning as set forth in Clause 5.4(b) of the Agency Agreement.

"EU Insolvency Regulation" means the Council Regulation (EC) No. 1346/2000.

"EUR" or "EURO" or "€" means the lawful currency of the member states of the European Union that have adopted the single currency in accordance with the EC Treaty.

"Event of Default" has the meaning as set forth in Clause 11 of the Subordinated Loan Agreement.

"Excluded Amounts" means (a) any Supplemental Servicing Fees, (b) any credit protection, asset value or other insurance premiums payable by Obligors to the relevant insurers via the Servicer, (c) the VAT Component on payments received by the Servicer and (d) any amounts payable by an Obligor in respect of refurbishment charges, wear-and-tear and other similar types of recoveries and charges (other than excess mileage charges).

"Expenses" has the meaning as set forth in Clause 7.1 of the Agency Agreement.

"Final Discharge Date" means the date on which the Security Trustee notifies the Issuer and the Secured Creditors that it is satisfied that all the Secured Obligations and/or all other moneys and other liabilities due or owing by the Issuer have been paid or discharged in full.

"Final Rental Amount" means the larger final payment due under the Financing Contracts.

"Final Terms" means the final terms to the Prospectus which will be prepared for each issue of Notes.

"Financing Contract" means an agreement for the provision of credit for the purchase of motor vehicles on hire purchase or lease purchase terms (including PCP Agreements) between VWFS and an Obligor.

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"First Account Pledge Agreement" means the account pledge agreement entered between the Issuer and the Security Trustee dated on the Signing Date.

"Fitch" means Fitch Ratings Limited, or any successor to its rating business.

"Floor Adjustment" means during any Monthly Period prior to a Credit Enhancement Increase Condition on which the Series Nominal Amount for all Series of Notes is greater than zero, the amount required (if any) to reduce the product of the Included Receivables Balance multiplied by the Note Percentage to the Targeted Note Balance.

"Force Majeure Event" means an event beyond the reasonable control of the person affected including, strike, lock-out, sit-in, labour dispute, act of God, war, insurrection, riot, epidemic, civil commotion, governmental directions and regulations, malicious damage, accident, breakdown of plant of machinery, computer software, hardware or system failure, earthquake, fire, flood, storm and other circumstances affecting the supply of goods or services.

"Foreclosure Event" means any of the following events:

(a) with respect to Driver UK Master S.A. an Insolvency Event occurs; or

(b) the Issuer defaults in the payment of any interest on any of the Notes then outstanding when the same becomes due and payable, and such default continues for a period of five Business Days; or

(c) the Issuer defaults in the payment of principal of any of the Notes outstanding on the Legal Maturity Date.

"FSMA" means the UK Financial Services and Markets Act 2000.

"Funded Purchase Price" means the cash component of the total consideration payable by the Issuer to VWFS with respect to the VWFS Receivables (together with the related Ancillary Rights) on any Purchase Date which is equal to the aggregate Outstanding Principal Balance of the VWFS Receivables sold to the Issuer on such Purchase Date as at the Cut-Off Date related thereto (see Clause 5.1 of the Receivables Purchase Agreement), subject to the following adjustments in order to establish and maintain the Overcollateralisation Amount:

(a) on the Payment Date in November 2012 the Funded Purchase Price shall be reduced by an amount calculated as follows: the Included Receivables Balance (including the Additional Receivables purchased on the Payment Date in November 2012) multiplied by the Overcollateralisation Percentage;

(b) on any Payment Date other than November 2012 to the extent that

Further Notes are to be issued on any Additional Purchase Date the Funded Purchase Price shall be reduced by the Replenishment Amount further multiplied by the Additional Receivables Overcollateralisation Percentage.

"Funding" means the Notes and the Subordinated Loan.

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"Further Funding Amount" means on any Payment Date during the Revolving Period, the Funded Purchase Price, less the Accumulation Amount, less

(a) on the Payment Date falling in November 2012, the product of the Included Receivables Balance (including any Additional Receivables sold on such Payment Date) multiplied by the Overcollateralisation Percentage;

(b) on any Payment Date other than the Payment Date falling in November 2012, on which Further Notes will be issued (an Additional Purchase Date) the the Outstanding Principal Balance for any Additional Receivables sold on such Additional Purchase Date in excess of the Replenishment Amount multiplied with the Additional Overcollateralisation Percentage.

"Further Issue Date" means each day which shall be a Payment Date other than the Closing Date on which Further Notes are issued, provided that with respect to each Series of Notes such date shall in no event be later than the Payment Date immediately preceding the Series Revolving Period Expiration Date applicable to such Series.

"Further Note Purchase Price" has the meaning as set forth in Clause 3.3(c) of the Note Purchase Agreement.

"Further Notes" means any notes of each series of floating rate asset backed notes issued by Driver UK Master S.A., acting with respect to its Compartment 1 on any Further Issue Date with a maximum total nominal amount of GBP 2,500,000,000.

"GBP" or "Sterling" means the lawful currency for the time being of the United Kingdom of Great Britain and Northern Ireland.

"German Civil Code" means the civil code (Bürgerliches Gesetzbuch) of Germany, as amended or restated from time to time.

"German Commercial Code" means the commercial code (Handelsgesetzbuch) of Germany, as amended or restated from time to time.

"German Transaction Documents" means the Conditions, the Trust Agreement, the Account Agreement, the Agency Agreement, the Note Purchase Agreement and the Subordinated Loan Agreement and any other documents designated as a German Transaction Documents by the Issuer and the Security Trustee.

"Governmental Authority" means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to a government, including without limitation any court, and any Person owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing including for the avoidance of doubt the German Federal Financial Supervisory Authority.

"Included Receivables" means, at any time, all Receivables included in determining the Included Receivables Balance at such time.

"Included Receivables Balance" means, for any Payment Date, an amount equal to

(a) the sum of the aggregate Outstanding Principal Balance of all Purchased Receivables as at the end of the related Monthly Period and the aggregate

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Outstanding Principal Balance as at the end of such Monthly Period of all offered Receivables which were or shall be acquired by the Purchaser on such Payment Date; minus

(b) the aggregate Outstanding Principal Balance as at the end of such Monthly Period of all Purchased Receivables which were or shall be repurchased by VWFS pursuant to Clause 9 of the Receivables Purchase Agreement or the Warranty Breach Repurchase Deed on such Payment Date.

"Initial Cut-Off Date" means 31 October 2011.

"Initial Issue" means the issue of the Initial Notes by the Issuer.

"Initial Issue Date" means the Original Closing Date.

"Initial Notes" means the registered notes of each series issued by the Issuer on the Initial Issue Date.

"Initial Offer Date" means any Business Day on or prior to the Original Closing Date.

"Initial Purchase Conditions Precedent" means receipt by the Issuer of the funds payable to the Issuer on the Original Closing Date from the issue of the Initial Notes and and under the Subordinated Loan Agreement.

"Initial Receivables" means the Receivables purchased by the Issuer from the Sellers on the Original Closing Date in accordance with the Receivables Purchase Agreement and the Dunyard Receivables Purchase Agreement.

"Initial Schuldschein Loans" has the meaning as set forth in the Trust Agreement.

"Initial VWFS Receivables" means the Receivables purchased by the Issuer from VWFS on the Original Closing Date in accordance with the Receivables Purchase Agreement.

"Insolvency Event" means, with respect to Driver UK Master S.A., any Seller, the Servicer, the Security Trustee, as the case may be, each of the following events: (i) the making of an assignment, conveyance, composition or marshalling of assets for the benefit of its creditors generally or any substantial portion of its creditors; (ii) the application for, seeking of, consents to, or acquiescence in, the appointment of a receiver, custodian, trustee, liquidator or similar official for it or a substantial portion of its property; (iii) the initiation of any case, action or proceedings before any court or Governmental Authority against Driver UK Master S.A., any Seller, the Servicer or the Security Trustee under any applicable liquidation, insolvency, composition, bankruptcy, receivership, dissolution, reorganisation, winding-up, relief of debtors or other similar laws and such proceedings are not being disputed in good faith with a reasonable prospect of discontinuing or discharging the same; (iv) the levy or enforcement of a distress or execution or other process upon or sued out against the whole or any substantial portion of the undertaking or assets of Driver UK Master S.A., any Seller, the Servicer or the Security Trustee and such possession or process (as the case may be) shall not be discharged or otherwise shall not cease to apply within sixty (60) days; (v) initiation or consent to any case, action or proceedings in any court or Governmental Authority relating to Driver UK Master S.A., any Seller, the Servicer or the Security Trustee under any applicable liquidation, insolvency, composition, bankruptcy, receivership, dissolution, reorganisation, winding-up, relief of debtors or other similar laws; (vi) an order is made against Driver UK Master S.A., any Seller, the Servicer or the Security Trustee or an effective resolution is passed for its winding-up; and (vii) Driver UK Master S.A., any Seller, the Servicer or the

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Security Trustee is deemed generally unable to pay its debts within the meaning of any liquidation, insolvency, composition, reorganisation or other similar laws in the jurisdiction of its incorporation or establishment (provided that, for the avoidance of doubt, any assignment, charge, pledge or lien made by the Issuer for the benefit of the Security Trustee under the Trust Agreement or the Deed of Charge and Assignment shall not constitute an Insolvency Event in respect of the Issuer).

"Insolvency Official" means, in respect of any company, a liquidator, provisional liquidator, administrator (whether appointed by the court or otherwise), administrative receiver, receiver or manager, nominee, supervisor, trustee in bankruptcy, conservator, guardian, the Viscount or other similar official in respect of such company or in respect of all (or substantially all) of the company's assets or in respect of any arrangement or composition with creditors or any equivalent or analogous officer under the law of any jurisdiction.

"Insurance Claims" means any claims against any car insurer in relation to any damaged or stolen Vehicle.

"Insurance Proceeds" means any proceeds or monetary benefit in respect of any Insurance Claims.

"Interest" means in respect of a Receivable each of the scheduled periodic payments of interest (if any) payable under the Financing Contract plus any applicable later payment penalties.

"Interest Accrual Period" means in respect of the first Payment Date, the period commencing on the Issue Date and ending on the calendar day preceding the first Payment Date (both days inclusive) and in respect of any subsequent Payment Date, the period commencing on the preceding Payment Date and ending on the calendar day preceding the relevant Payment Date (both days inclusive).

"Interest Determination Agent" means initially BNP Paribas Securities Services, Luxembourg Branch.

"Interest Period" shall mean, unless otherwise mutually agreed by the parties, the period from (and including) a Payment Date to (but excluding) the next succeeding Payment Date; provided that the initial Interest Period shall be the period from (and including) the Initial Issue Date to (but excluding) first Payment Date.

"Interest Shortfall" means the Accrued Interest which is not paid on the Payment Date related to the Interest Accrual Period in which it accrued, including but not limited to any Accrued Interest resulted from correction of any miscalculation of interest payable on a Note related to the last Interest Accrual Period immediate prior to the Payment Date.

"International Central Securities Depositary" or "ICSD" means Clearstream Luxembourg or Euroclear, and "ICSDs" means both Clearstream Luxembourg and Euroclear collectively.

"Issue" means the issue of the Notes by the Issuer.

"Issue Date" means each of the Initial Issue Date, the Closing Date or Further Issue Date, as applicable.

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"Issue Notice" means a notice by the Issuer in a form as attached as Annex 5 to the Note Purchase Agreement.

"Issuer" means Driver UK Master S.A., acting with respect to its Compartment 1.

"Late Delinquency Ratio" means for any Monthly Period, the ratio expressed as a percentage of (a) the aggregate Outstanding Principal Balance of all Included Receivables that are Late Delinquent Receivables as at the end of such Monthly Period, to (b) the aggregate Outstanding Principal Balance of all Included Receivables (other than Defaulted Receivables) as at the end of such period.

"Late Delinquent Receivable" means any Receivable (other than a Terminated Receivable or a Defaulted Receivable) in respect of which any payment, or part thereof, remains unpaid by the relevant Obligor for more than 180 days as calculated in accordance with the Customary Operating Practices.

"Legal Maturity Date" means, for each Series of Notes, the date specified as such in the respective Final Terms.

"Liabilities" means, in respect of any person, any losses, damages, costs, charges, awards, claims, demands, expenses, judgments, actions, proceedings or other liabilities whatsoever including reasonable legal fees and any Taxes and penalties incurred by that person, together with any VAT charged or chargeable in respect of any of the sums referred to in this definition.

"LIBOR Determination Date" has the meaning as set forth in Annex 1, Clause 8(i) of the Note Purchase Agreement.

"LIBOR Screen Rate" has the meaning as set forth in Annex 1, Clause 8(i) of the Note Purchase Agreement.

"Listing Agent" means BNP Paribas Securities Services, Luxembourg Branch.

"Losses" has the meaning as set forth in Clause 7.1 of the Agency Agreement.

"LPA" means the Law of Property Act 1925.

"Luxembourg" means the Grand Duchy of Luxembourg.

"Luxembourg Companies Law" means the Luxembourg law on commercial companies of 10 August 1915, as amended from time to time.

"Luxembourg Securitisation Law" means the Luxembourg law on securitisation of 22 March 2004, as amended from time to time.

"Luxembourg Transaction Documents" means the Corporate Services Agreement and any other documents designated as a Luxembourg Transaction Document by the Issuer and the Security Trustee.

"Margin" has the meaning given to such term in the Conditions of the relevant Series of Notes.

"Material Adverse Effect" means, as the context may require:

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(a) a material adverse effect on the validity or enforceability of any of the Transaction Documents; or

(b) in respect of a Transaction Party, a material adverse effect on:

(i) the business, operations, assets property, condition (financial or otherwise) or prospects of such Transaction Party; or

(ii) the ability of such Transaction Party to perform its obligations under any of the Transaction Documents; or

(iii) the rights or remedies of such Transaction Party under any of the Transaction Documents.

"Maximum Receivables Balance" means the highest Included Receivables Balance at any time during the Transaction.

"Maximum Subscription Amount" means the maximum subscription amount of a Note Purchaser as set out in the relevant Final Terms (as the same may be amended in accordance with the Note Purchase Agreement).

"Monthly Investor Report" means the report so named prepared by the Servicer in accordance with the Servicing Agreement.

"Monthly Investor Report Performance Date" means the third Business Day prior to each Payment Date.

"Monthly Period" means the calendar month immediately prior to each Payment Date.

"Net Swap Payment" means for the Swap Agreement, the net amounts with respect to regularly scheduled payments owed by the Issuer to a Swap Counterparty, if any, on any Payment Date, including any interest accrued thereon, under the Swap Agreement, excluding Swap Termination Payments or any other amounts payable to the Swap Counterparty under the Swap Agreement.

"Net Swap Receipts" means for the Swap Agreement, the net amounts owed by a Swap Counterparty to the Issuer, if any, on any Payment Date, excluding any Swap Termination Payments. For further clarity, this term does not include any amounts transferred as collateral.

"New Issuer" means any Person which substitutes the Issuer pursuant to Condition 11.

"NGN" means new global note.

"Non-Conforming Receivable" means each VWFS Receivable in respect of which any representation or warranty set out in Clause 8.1 to the Receivables Purchase Agreement proves to have been incorrect and has not been remedied by VWFS pursuant to the terms of Clause 9.1 of the Receivables Purchase Agreement, and each Dunyard Receivable in respect of which any representation and warranty set out in Schedule 2 to the Dunyard Receivables Purchase Master Deed proves to have been incorrect and has not be remedied by VWFS pursuant to the terms of the Warranty Breach Repurchase Deed.

"Noteholders" mean the holders of the Notes.

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"Note Percentage" means 70.2 per cent. until the Credit Enhancement Increase Condition is in effect or an Enforcement Event has occurred and 67.2 per cent. after the expiration of the Revolving Period until a Credit Enhancement Increase Condition is in effect.

"Note Purchase Agreement" means the agreement dated 16 November 2012 and entered into between, inter alios, the Managers, the Issuer, the Security Trustee and the Note Purchasers.

"Note Purchase Price" has the meaning as set forth in Clause 2.2 of the Note Purchase Agreement.

"Note Purchaser" means each purchaser of a particular Series of Notes under the Note Purchase Agreement.

"Notes" means the initial Notes issued in global bearer form on or about the Closing Date and the Further Notes.

"Notes Interest Rate" means 1-month LIBOR plus 0.60 per cent.

"Notice of Sale" means a notice in writing regarding the sale of Receivables in the form set out in Schedule 1 to the Receivables Purchase Agreement or in Schedule 1 to the Dunyard Receivables Purchase Agreement.

"Notification Event" means the occurrence of any of the following events:

(a) Non-Payment: VWFS fails to pay any amount due under any Transaction Documents within three Business Days after the earlier of its becoming aware of such default and its receipt of written notice by or on behalf of the Security Trustee requiring the same to be remedied;

(b) Attachment: all or any part of the property, business, undertakings, assets or revenues of VWFS having an aggregate value in excess of £20 million has been attached as a result of any distress, execution or diligence being levied or any encumbrance taking possession or similar attachment and such attachment has not been lifted within 30 days, unless in any such case the Security Trustee certifies that in its reasonable opinion such event will not materially prejudice the ability of VWFS to observe or perform its obligations under the Transaction Documents or the enforceability or collectability of the Receivables;

(c) Insolvency Event: an Insolvency Event, in respect of VWFS or the Servicer;

(d) Security Interest: VWFS creates or grants any Security Interest or permits any Security Interest to arise or purports to create or grant any Security Interest or purports to permit any Security Interest to arise (i) over or in relation to (1) any Purchased Receivable; (2) any right, title or interest or the Issuer in relation to a Purchased Receivable or the Collections; or (3) any proceeds of or sums received or payable in respect of a Purchased Receivable, in each case other than as permitted under the Transaction Documents;

(e) Dispute: VWFS disputes, in any manner, the validity or efficacy of any sale and purchase of a Receivable under the Receivables Purchase Agreement or the Dunyard Receivables Purchase Agreement and as a result, in the reasonable opinion of the Security Trustee, there is, or is likely to be, a Material Adverse Effect on the ability of VWFS to perform its obligations under the Transaction Documents or the enforceability, collectability or origination of the Purchased Receivables is or is likely to be materially prejudiced;

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(f) Illegality: it becomes impossible or unlawful for VWFS to continue its business and/or discharge its obligations as contemplated by the Transaction Documents and as a result, in the reasonable opinion of the Security Trustee, there is, or is likely to be, a Material Adverse Effect on the ability of VWFS to perform its obligations under the Transaction Documents or the enforceability, collectability or origination of the Purchased Receivables is or is likely to be materially prejudiced;

(g) Failure to repurchase: VWFS fails to (i) repurchase a Non-Conforming Receivable having become obliged to do so pursuant to Clause 9 of the Receivables Purchase Agreement or the Warranty Breach Repurchase Deed or (ii) pay any amount required pursuant to Clause 10 of the Receivables Purchase Agreement or Clause 8 of the Dunyard Receivables Purchase Agreement.

"Notification Event Notice" means a notice to be given pursuant to Clause 12 of the Receivables Purchase Agreement in the form set out in Schedule 4 of the Receivables Purchase Agreement or Clause 9 of the Dunyard Receivables Purchase Agreement in the form set out in Schedule 4 of the Dunyard Receivables Purchase Agreement.

"Obligor" means, with respect to any Receivable, the person or persons obliged directly or indirectly to make payments in respect of such Receivable, including any person who has guaranteed the obligations in respect of such Receivable.

"Offer Date" means the Initial Offer Date and each Additional Offer Date.

"Order of Priority" means the order of priority according to which the payments of interest and principal to the Noteholders are distributed and other payments due and payable by the Issuer are made as more specifically described in Clause 20.3 (Permitted Investment; Order of Priority) of the Trust Agreement.

"Original Closing Date" means 21 November 2011.

"Outstanding Principal Balance" means, with respect to any Receivable as at any date, the outstanding principal balance of such Receivable on such date determined in accordance with the Servicer’s Customary Operating Practices; provided, that the Outstanding Principal Balance of any Defaulted Receivable shall be zero.

"Overcollateralisation Amount" means the amount calculated by multiplying the Overcollateralisation Percentage and the Included Receivables Balance as of a Payment Date.

"Overcollateralisation Percentage" means 1 per cent.

"Payment Date" means 20 December 2011 and thereafter until the final payment the 20th day of each month or in the event such day is not a Business Day, then the next following Business Day unless that day falls in the next calendar month, in which case the date will be the first preceding day that is a Business Day.

"Payment Instruction" shall have the meaning it is given in Clause 5.1 of this Agreement of the Account Agreement.

"PCP Agreement" means each personal contract plan agreement entered into between an Obligor and VWFS in the form of standard business terms or otherwise pursuant to which VWFS has provided financing to an Obligor where the Final Rental Amount is

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substantially greater than the previous payments due under such contract and such Final Rental Amount is optional pursuant to the terms of such contract.

"PCP Receivables" means the Receivables owing by the Obligors under the PCP Agreements.

"PCP Recoveries" means, with respect to any calendar month, an amount equal to the aggregate of all amounts (other than scheduled payments) received during such month in respect of PCP Agreements with respect to which the related Vehicle was finally sold (whether to the user thereof or any other party), including the proceeds received during such month in respect of Vehicles sold pursuant to such PCP Agreements and the amounts received during such month in respect of excess mileage pursuant to such PCP Agreements.

"PCP Return Balance" means the Outstanding Principal Balance of any Purchased Receivable which is subject to an RV Event.

"Permanent Global Note" means a Note represented by a permanent global bearer note in new global note form.

"Permitted Investments" means investments which:

(a) must be denominated and payable in GBP; (b) shall only be made:

(iv) in securities which are short-term rated at least R-1 (m) and A (high) by

DBRS, A-1 by S&P (or A+ or higher if they have no short-term ratings) and at least "AA-" or "F1+" by Fitch respectively; or

(v) in deposits with a credit institution which is at least short-term rated R-1 (l) and A by DBRS, at least A-1 by S&P (or A+ or higher if it has no short-term ratings) and "F1" (short-term) and "A" (long-term) by Fitch respectively;

(c) shall mature no later than the next following Payment Date; and (d) the Issuer shall not purchase Notes from the Funding.

For the avoidance of doubts, no such investment shall be made, in whole or in part, actually or potentially, in tranches of other asset-backed securities. In addition, any Permitted Investment must not consist, in whole or in part, actually or potentially, of credit-linked notes, swaps or other derivatives instruments, or synthetic securities.

"Person" means an individual, partnership, corporation (including a business trust), unincorporated association, trust, joint stock company, limited liability company, joint venture or other entity, or a government or political subdivision, agency or instrumentality thereof.

"Principal" means with respect to a Receivable each of the scheduled periodic payments of principal payable by the respective Obligor as provided for in accordance with the terms of the relevant Financing Contract as may be modified from time to time to account e.g. for the unscheduled prepayments by the Obligor.

"Principal Paying Agent" means BNP Paribas Securities Services, Luxembourg Branch.

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"Process Agent" means Wilmington Trust SP Services (Frankfurt) GmbH, Steinweg 3-5, 60313 Frankfurt am Main, Federal Republic of Germany.

"Programme" means the programme for the issuance of the Notes of the Issuer in an amount equal to the Programme Amount.

"Programme Amount" means GBP 2,500,000,000.

"Prospectus" means the base prospectus for the issuance of Notes under the Programme.

"Purchase Date" means the Original Closing Date, the Closing Date or an Additional Purchase Date, as applicable.

"Purchased Receivables" means the Initial Receivables and the Additional Receivables.

"Purchased Receivable Records" means the original and/or any copies of the Financing Contracts and all documents, books, records and information, in whatever form or medium, relating to the Financing Contracts, including all computer tapes and discs specifying, among other things, Obligor details, the amount and dates on which payments are due and are paid under the Financing Contracts, which are from time to time maintained by the Servicer or the relevant Seller with respect to the Purchased Receivables and/or the related Obligors.

"Purchaser" means the Issuer.

"Rating Agencies" means DBRS, Fitch and S&P.

"Receivable" means any amount (other than Excluded Amounts) owing by an Obligor to a Seller under a Financing Contract and sold to the Issuer by either VWFS or by Dunyard, including, for the avoidance of doubt but without limitation, the Ancillary Rights relating to such Receivable.

"Receivables Balances" means as of the end of any Monthly Period, with respect to any Receivable, the outstanding principal balance of such Receivable on such date determined in accordance with the Servicer’s Customary Operating Practices; provided that the Outstanding Principal Balance of any Defaulted Receivable shall be zero.

"Receivables Purchase Agreement" means the receivables purchase agreement dated 14 November 2011 and entered into between VWFS, the Issuer and the Security Trustee and as amended and restated on 16 November 2012 and as further amended or restated from time to time.

"Receiver" or "receiver" means any receiver or administrative receiver who (in the case of an administrative receiver) is a qualified person in accordance with the Insolvency Act and who is appointed by the Security Trustee under the Deed of Charge and Assignment in respect of the security and includes more than one such receiver and any substituted receiver.

"Redeemable Amount" means, the Aggregate Redeemable Amount.

"Reference Banks" has the meaning as set forth in Annex 1, Clause 8(ii) of the Note Purchase Agreement.

"Register" means the Luxembourg register of commerce and companies.

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"Relevant Clearing System" means either Clearstream Luxembourg or Euroclear and "Relevant Clearing Systems" means both Clearstream Luxembourg and Euroclear collectively.

"Relevant Final Terms" has the meaning as set forth in Clause 3.2(a) of the Note Purchase Agreement.

"Relevant Information" means any information relating to the transaction (or any individual item comprised therein) that is likely to have a material impact on the value or price of all or certain of the Notes and which is not already publicly available information.

"Relevant Principal Amount" has the meaning as set forth in Clause 3.6 of the Agency Agreement.

"Repayment Date" shall mean the date specified as such in the relevant Final Terms which shall in any event be a Payment Date.

“Replenished Additional Receivables Balance” means on any Additional Purchase Date, the Accumulation Amount, divided by one (1) minus the Additional Receivables Overcollateralisation Percentage, all as determined with respect to such Additional Purchase Date.

"Replenishment Adjustment Drawing" means any Subordinated Loan Advance made in relation to shortfalls in the Replenishment Amount.

"Replenishment Adjustment Payment" means any repayment of principal under the Subordinated Loan after a Replenishment Adjustment Drawing.

"Replenishment Amount" means on any Payment Date, the Included Receivables Balance as of the immediately preceding Payment Date less the Included Receivables Balance on the relevant Payment Date prior to the acquisition of any Additional Receivables.

"Repurchase Amount" means the amount payable by VWFS to the Issuer pursuant to the Receivables Purchase Agreement or the Warranty Breach Repurchase Deed, as applicable, and in relation to Non-Conforming Receivables which amount shall be equal to the Outstanding Principle Balance plus accrued but unpaid interest.

"Repurchase Date" means any date on which Receivables are repurchased by VWFS following the retransfer of a Non-Conforming Receivable pursuant to the terms of the Receivables Purchase Agreement or the Warranty Breach Repurchase Deed, as applicable.

"Revolving Period" means the period from (and including) the Original Closing Date and ending on the earlier of (i) the Series Revolving Period Expiration Date of the last outstanding Series of Notes, (ii) the occurrence of an Early Amortisation Event.

"RV Event" means that a PCP Agreement matures and the relevant Vehicle is returned to VWFS for sale.

"S&P" means Standard and Poor's, a subsidiary of the McGraw-Hill Companies, Inc. and any successor to the debt rating business thereof.

"Schuldschein Loan Agreement" has the meaning as set forth in the Trust Agreement.

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"Scottish Declaration of Trust" means a declaration of trust, substantially in the form of Schedule 5 to the Receivables Purchase Agreement, or Schedule 5 to the Dunyard Receivables Purchase Agreement, entered into by VWFS and/or, as applicable, Dunyard in favour of the Purchaser or in favour of Driver UK Master S.A.

"Scottish Receivables" means all Purchased Receivables which are governed by or otherwise subject to Scottish law (including, without limitation, those arising under Financing Contracts in respect of which the address for invoicing of the relevant Obligor is situated in Scotland) and all rights of the relevant Seller under the Financing Contracts from which those Purchased Receivables are derived.

"Scottish Trust" means any trust in respect of Scottish Receivables constituted pursuant to the procedures for acceptance of an offer.

"Scottish Trust Property" means the benefit of the Scottish Receivables and all Collections received in respect of such Scottish Receivables, together with all funds, property, interest, right, title and proceeds, deriving from or relating to such Scottish Receivables (other than Excluded Items).

"Second Account Pledge Agreement" means the account pledge agreement between the Issuer and the Security Trustee dated on or about 16 November 2012.

"Secured Obligations" means all present and future duties and liabilities of the Issuer which the Issuer has covenanted with the Security Trustee to pay to the Noteholders and the other Transaction Creditors pursuant to Clause 4.1 (Position of the Security Trustee in Relation to the Issuer) of the Trust Agreement.

"Securities Act" means the United States Act of 1933.

"Security" means all the Adverse Claims from time to time created by the Issuer in favour of the Security Trustee (and also for the benefit of the Transaction Creditors) pursuant to the provisions of the Deed of Charge and Assignment and the Trust Agreement.

"Security Documents" means the Trust Agreement and the Deed of Charge and Assignment and any of security documents executed pursuant to the Deed of Charge and Assignment collectively.

"Security Interest" means any mortgage, charge, assignment or assignation by way of security, lien, pledge, hypothec, counterclaim or right of set-off (or other analogous rights), options, rights to acquire, retention of title, flawed asset or blocked-deposit arrangement, right of recession, defence or any other encumbrance or security interest or security arrangement whatsoever created or arising under any relevant law or any agreement or arrangement having the effect of or performing the economic function of conferring security howsoever created or arising.

"Security Trustee" means Wilmington Trust (London) Limited.

"Sellers" means Volkswagen Financial Services (UK) Limited and/or Dunyard.

"Series" means in respect of the Notes, any series issued on a given Issue Date.

"Series Nominal Amount" means for each Note the nominal amount as set out in the relevant Final Terms, less any Amortising Amount paid on such Notes.

"Series Percentage" means in relation to a Series:

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the outstanding Series Nominal Amount on the Payment Date prior to such Series of Notes qualifying as an Amortising Series divided by the Included Receivables Balance on such Payment Date, provided that

(i) on any Payment Date on which any Series of Notes qualify as an Amortising Series where Further Notes are issued, the Series Percentage shall be calculated as follows: the outstanding Series Nominal Amount on the Payment Date prior to such Series qualifying as an Amortising Series, divided by the sum of the Included Receivables Balance as of such Payment Date, plus (i) the Funded Purchase Price, (ii) less any amounts required in relation to the establishment and maintenance of the Overcollateralisation Amount;

(j) On any Payment Date where all Series of Notes qualify as Amortising

Series, for each Series of Notes, the outstanding Series Nominal Amount on the Payment Date divided by the Included Receivables Balance on such Payment Date.

"Series Revolving Period Expiration Date" means with respect to each Series of Notes, the revolving period expiration as specified for such Series in the applicable Final Terms.

"Servicer" means VWFS unless the engagement of VWFS as servicer of the Issuer is terminated in which case Servicer shall mean the replacement Servicer (if any).

"Servicer Fee" means, on any Payment Date, an amount equal to one percent per annum (calculated on the basis of a 365 day year for days actually elapsed) of the Included Receivables Balance for such Payment Date.

"Servicer Records" means the original and/or any copies of all documents and records, in whatever form or medium, relating to the Services including all computer tapes, files and discs relating to the Services.

"Servicer Replacement Event" means the occurrence of any event described in paragraphs (a) to (g) below:

(a) the Servicer fails to make any payment or deposit to be made by it to the Distribution Account within five (5) Business Days of when due;

(b) the Servicer fails on two separate occasions within any continuous period of 12 months to deliver a copy of the Monthly Investor Report to the Noteholders within three (3) Business Days of the date upon which it is required so to do pursuant to the terms of the Servicing Agreement;

(c) the Servicer shall fail to perform or observe in any material respect any material term, covenant or agreement hereunder applicable to it (other than as referred to in paragraphs (a) or (b) above) and such failure shall remain unremedied for sixty (60) days (or if such failure is not capable of remedy, in the Servicer's sole discretion, five Business Days) after receipt by the Servicer of written notice from the Issuer or any Noteholder requiring the failure to be remedied, (which Servicer Replacement Event shall be deemed to occur only upon the last day of the relevant period);

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(d) any material written representation or warranty made by the Servicer in its capacity as such in the Servicing Agreement or any of the Transaction Documents proves to have been incorrect, in any material respect, when made or deemed to be made by reference to the facts and circumstances then subsisting (provided, that repurchase or exchange of a Receivable by VWFS in accordance with the Receivables Purchase Agreement or the Warranty Breach Repurchase Deed shall be deemed to remedy such circumstances with respect to such Receivable), and such incorrect representation or warranty shall remain unremedied for sixty (60) days (or, if such failure is not capable of remedy, in the Servicer's sole discretion, five Business Days) after receipt by the Servicer of written notice from the Issuer or any Noteholder requiring the circumstances causing or responsible for such misrepresentation to be remedied (which Servicer Replacement Event shall be deemed to occur only upon the last day of the relevant period);

(e) the Servicer becomes subject to an Insolvency Event;

(f) the Servicer fails to renew, or suffers the revocation of, the necessary licences to conduct its business under the Consumer Credit Act 1974 or the Data Protection Act, and such licences are not replaced or reinstated within 60 days; or

(g) there is a going concern qualification in the annual audited financial statements of the Servicer,

provided, however, that if a Servicer Replacement Event referred to under paragraph (a), or (b) above has occurred and was caused by an event beyond the reasonable control of the Servicer and if the respective delay or failure of performance is cured within a period of 90 days, a Servicer Replacement Event will be deemed not to have occurred.

"Servicer Termination Date" means the date specified by the Issuer and/or the Security Trustee in the Servicer Termination Notice.

"Servicer Termination Notice" means the notice given by the Issuer and by the Security Trustee to the Servicer pursuant to Clause 6.1 of the Servicing Agreement.

"Services" means the services to be provided by the Servicer as set out in Schedule 1 to the Servicing Agreement.

"Servicing Agreement" means the servicing agreement between the Servicer, the Issuer and the Security Trustee dated on or about the Signing Date, as amended from time to time.

"Shortfall" has the meaning as set forth in Clause 6.3 of the Agency Agreement.

"Signing Date" means 14 November 2011.

"Specified Cash Collateral Account Balance" means, on each Payment Date, the greater of (a) 1.2 per cent. of the nominal amount of the Notes outstanding as of the end of the Monthly Period and (b) a floor of GBP 10,000,000.

"Sponsor Bank" means, in respect of any conduit lender, the sponsor bank for such conduit lender.

"Subordinated Lender" means Volkswagen International Payment Services N.V.

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"Subordinated Loan" means the loan received (or to be received) by the Issuer under the Subordinated Loan Agreement.

"Subordinated Loan Advance Notice" shall have the meaning assigned to such term in Clause 2.3 of the Subordinated Loan Agreement.

"Subordinated Loan Amortising Amount" means any unpaid amount under this definition from the previous Payment Date plus:

(a) on any Payment Date, prior to the expiration of the Revolving Period, on which one or more Series of Notes are qualifying as an Amortising Series, the Replenishment Amount on such Payment Date multiplied by the Subordinated Loan Target Percentage multiplied by the relevant Series Percentage of each Amortising Series of Notes and divided by the Note Percentage;

(b) on any Payment Date, after the expiration of the Revolving Period, the Replenishment Amount of such Payment Date multiplied by the Subordinated Loan Target Percentage multiplied by the relevant Series Percentage of each Amortising Series of Notes and divided by the Note Percentage, less the Floor Adjustment;

(c) on any Payment Date on which the Nominal Amount of all Series of Notes is zero, the product of the Replenishment Amount multiplied by 100 less the Overcollateralisation Percentage.

"Subordinated Loan Agreement" means the subordinated loan agreement dated on or about 14 November 2011, as amended from time to time, and entered into by, inter alios, the Issuer, the Subordinated Lender and the Security Trustee, under which the Subordinated Lender will advance (or has advanced) the Subordinated Loan to the Issuer.

"Subordinated Loan Amount" means GBP 696,764,303.87.

"Subordinated Loan Balance" means the amount drawn and outstanding under the Subordinated Loan on the relevant Payment Date, which for the avoidance of doubt shall consist of the Cash Collateral Funding Amount and any other advances under the Subordinated Loan.

"Subordinated Loan Required Advance" means a Replenishment Adjustment Drawing, a drawing in relation to the Cash Collateral Funding Amount or the Subordinated Loan Required Amount, as applicable.

"Subordinated Loan Principal Payments" means any Replenishment Adjustment Payment and the Subordinated Loan Amortising Amount, as applicable.

"Subordinated Loan Required Amount" means for any Payment Date on which Further Notes are issued, the amount required to increase the Cash Collateral Amount up to the Specified Cash Collateral Account Balance and to ensure that the Subordinated Loan is at least equal to the Included Receivables multiplied by the Subordinated Loan Target Percentage.

"Subordinated Loan Target Percentage" Subordinated Loan Target Percentage means either (i), (ii) or (iii) where (i), prior to the expiration of the Revolving Period 28.8 per cent, (ii) after the expiration of the Revolving Period 31.8 per cent and (iii) after the Credit

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Enhancement Increase Condition is in effect or an Enforcement Event has occurred, 100 per cent.

"Successor Bank" has the meaning as set forth in Clause 13.1 of the Trust Agreement.

"Supplemental Servicing Fees" means any and all amounts charged to or payable by an Obligor under or in respect of a Financing Contract in respect of (a) charges payable as a result of a late payment of a Receivable owing under such Financing Contract, (b) fees for any extension of the term of that Financing Contract, and (c) any other administrative fees payable under that Financing Contract;

"Swap Agreement" means (i) the relevant interest rate swap agreement between the Issuer and the Swap Counterparty in respect of the respective Series of Notes pursuant to the 1992 ISDA Master Agreement, the associated schedule and the credit support annex and a confirmation dated on or about the Signing Date or any amendments thereto to swap a floating interest rate under such Series of Notes against a fixed rate, as well as (ii) each swap agreement novated to Driver UK Master S.A. acting with respect to its Compartment 1 from Dunyard Funding Limited relating to the Dunyard Receivables.

"Swap Counterparty" means the counterparty to the respective Swap Agreement. "Swap Replacement Proceeds" means any amounts received from a replacement Swap Counterparty in consideration for entering into a replacement Swap Agreement for a terminated Swap Agreement.

"Swap Termination Payment" means payment due to the Swap Counterparty by the Issuer or to the Issuer by the Swap Counterparty, including interest that may accrue thereon, under the Swap Agreements due to a termination of any Swap Agreement due to an "event of default" or "termination event" under that Swap Agreement.

"TARGET 2" means the Trans-European Automated Real-time Gross Settlement Express System (Target 2) which was launched on 19 November 2007.

"Targeted Note Balance" means for all Series of Notes (a) except in the case of (b); the Included Receivables Balance as of the Payment Date multiplied by the Note Percentage and (b) zero, if the Included Receivables Balance as of the end of the Monthly Period is less than 5.5 per cent. of the Maximum Receivables Balance divided by the Subordinated Loan Target Percentage.

"Taxes" means any present or future taxes, levies, duties, charges, fees, deductions or withholdings of any nature whatsoever (and whatever called) imposed, assessed or levied by any competent fiscal authority having power to tax, and shall include any interest or penalties which may attach as a consequence of failure to pay on the due date and/or non-payment, and "Tax", "Taxation", "taxes", "tax" and similar words shall be construed accordingly.

"Terminated Receivable" means any Purchased Receivable where:

(a) the Obligor related to such Purchased Receivable has elected to exercise its right to return such Vehicle and terminate the Financing Contract to which such Purchased Receivable relates under the Consumer Credit Act 1974; or

(b) any Receivable which has been "Hostile Terminated" in accordance with the Servicer’s Customary Operating Practices; or

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(c) any Receivable that has been subject to a RV Event.

"Transaction" means the Transaction Documents, together with all agreements and documents executed in connection with the issuance of the Notes, the performance thereof and all other acts, undertakings and activities connected therewith.

"Transaction Creditors" means the Noteholders, the Note Purchasers, the Security Trustee, any Receiver, VWFS in its capacity as a seller, the Servicer, the Subordinated Lender, the Principal Paying Agent, the Swap Counterparties, the Listing Agent, the Cash Administrator, the Interest Determination Agent, the Calculation Agent, the Account Bank, each Co-Arranger and the Corporate Services Provider.

"Transaction Documents" means the English Transaction Documents, the German Transaction Documents and the Luxembourg Transaction Document.

"Transaction Parties" means all transaction parties to the Transaction Documents.

"Trust Agreement" means the trust agreement dated on or about the Signing Date (as amended from time to time) and entered into by, inter alios, the Issuer and the Security Trustee.

"Trustee Claim" shall have the meaning ascribed to such term in Clause 4.1 (Position of the Security Trustee in Relation to the Issuer) of the Trust Agreement.

"UK" or "the United Kingdom" means the United Kingdom of Great Britain and Northern Ireland.

"VAT" means, and shall be construed as, a reference to value added tax including any similar tax which may be imposed in place thereof from time to time.

"VAT Component" means the amount of each payment made in respect of a Receivable which constitutes VAT thereof.

"Vehicle" means, with respect to any Receivable, any vehicle the subject of the Financing Contract related to such Receivable.

"VW Bank" means Volkswagen Bank GmbH.

"VWFS" means Volkswagen Financial Services (UK) Limited.

"VWFS Receivables" means the Initial VWFS Receivables and the Additional Receivables.

"Warranty Breach Repurchase Deed" means the warranty breach repurchase deed entered into between Dunyard and VWFS on 15 August 2002.

"Warranty Breach Repurchase Deed - Novation and Amendment Deed" means the agreement so named entered into on or about the Signing Date by the Issuer, Dunyard and VWFS.

"Waterfall Table" means the calculation for the Order of Priority as set out in the Monthly Investor Report.

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"Weighted Average Hedge Rate" means, on any Cut-Off Date, the quotient of (a) the sum of the Weighted Hedge Rates under all Swap Agreements entered into by the Issuer over (b) the sum of the notional amounts of such Swap Agreements.

"Weighted Average Seasoning" means, on each Payment Date, the weighted average seasoning being the sum for all Included Receivables calculated on a contract by contract basis as the original term minus the scheduled remaining term multiplied by the Included Receivables Balance and where the aforementioned sum is divided by the Included Receivables Balance.

"Weighted Hedge Rate" means, with respect to any Swap Agreement entered into by the Issuer, the product of the notional amount of such Swap Agreement multiplied by the fixed rate applicable to such Swap Agreement.

"Written-Off Purchased Receivables" means Purchased Receivables which have been reduced by recoveries and finally written off by VWFS in its capacity as Servicer in accordance with its customary accounting practice in effect from time to time.

1.2 In this Incorporated Terms Memorandum words denoting the singular number only shall also include the plural number and vice versa, words denoting one gender only shall include the other genders and words denoting individuals only shall include firms and corporations and vice versa.

2. Interpretation

In any Transaction Document, the following shall apply:

2.1 in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding".

2.2 The word "including" shall not be exclusive and shall mean "including, without limitation";

2.3 if any date specified in any Transaction Document would otherwise fall on a day that is not a Business Day, that date will be the first following day that is a Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day;

2.4 if an amount is specified to be calculated or outstanding on a Payment Date, such amount shall be determined prior to the distribution of the Available Distribution Amount in accordance with the applicable Order of Priority;

2.5 periods of days shall be counted in calendar days unless Business Days are expressly prescribed;

2.6 the expression "tax" shall be construed so as to include any tax, levy, impost, duty or other charge of similar nature, including, without limitation, any penalty or interest payable in connection with any failure to pay or delay in paying the same;

2.7 a reference to law, treaty, statute, regulation, order, decree, directive or guideline of any governmental authority or agency, or any provision thereof, shall be construed as a reference to such law, statute, regulation, order, decree, directive or guideline, or provision, as the same may have been, or may from time to time be, amended or re-enacted;

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2.8 any reference to any Person appearing in any of the Transaction Documents shall include its successors and permitted assigns;

2.9 any reference to an agreement, deed or document shall be construed as a reference to such agreement, deed or document as the same may from time to time be amended, varied, novated, supplemented, replaced or otherwise modified;

2.10 to the extent applicable, the headings of clauses, schedules, sections, articles and exhibits are provided for convenience only. They do not form part of any Transaction Document and shall not affect its construction or interpretation. Unless otherwise indicated, all references in any Transaction Document to clauses, schedules, sections, articles and exhibits refer to the corresponding clauses, schedules, sections, articles or exhibits of that Transaction Document;

2.11 unless specified otherwise, "promptly" or "immediately" shall mean without undue delay (ohne schuldhaftes Zögern); and

2.12 "novation" shall, for the purposes of documents governed by German law, be construed as Vertragsübernahme. "To novate" shall be interpreted accordingly.

3. Limited Recourse; No Lien or Set-Off; No Petition

3.1 In relation to the Issuer

(a) The rights of the Transaction Creditors under the Transaction Documents are limited to those funds standing to the credit of the Accounts at any given time as payable to the relevant Transaction Creditor pursuant to the Order of Priority; the Issuer has no further obligations. To the extent that the funds in the Accounts and any other assets of the Issuer allocated to its Compartment 1 are determined by the Security Trustee to be ultimately insufficient to satisfy in full the claims of all Transaction Creditors after exhausting all available remedies, legally and otherwise, any amounts remaining unpaid shall be extinguished and the Issuer shall have no further obligations thereto. The recourse of the Transaction Creditors under the relevant Transaction Document(s) is limited to the assets allocated to the Compartment 1 of the Issuer.

(vi) No shareholder, officer or director of the Issuer shall incur any personal liability as a result of the performance or non-performance by the Issuer of its obligations hereunder. Any recourse against such a person is excluded accordingly.

(vii) The Transaction Creditors shall under no circumstances have any lien, right of retention, right of set-off or similar right in respect of any moneys paid or payable to it or assets delivered or deliverable into its custody under this Agreement vis-à-vis the Issuer. For the avoidance of doubt, the Security Trustee is not subject to the aforementioned restrictions if the Security Trustee is acting in its respective capacity as Security Trustee on behalf of the Transaction Creditors.

(viii) Until one year and one day has passed after the last payment is effected on the Notes and the Subordinated Loan, none of the Transaction Creditors shall (i) take or induce any action the subject of which is a dissolution, liquidation, or bankruptcy or other insolvency proceedings with respect to the Issuer of any or all of its revenue or property or the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of the Issuer, that could impair or threaten the performance of obligations of the Issuer under the Notes, the Subordinated Loan or the Transaction Documents or that could jeopardise the Security, and (ii) assert judicially or extra-judicially claims for payment against the Issuer to which the relevant Transaction Creditor is entitled under or in connection with this Agreement and its performance, nor to permit third parties to assert such

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claims on their behalf. For the avoidance of doubt, the Security Trustee is not subject to the aforementioned restrictions if the Security Trustee is acting in its capacity as Security Trustee on behalf of the Transaction Creditors.

3.2 In relation to the Series 2011-2 Note Purchaser

(a) No recourse under any obligation, covenant or agreement of the Series 2011-2 Note Purchaser contained in any Transaction Document to which the Series 2011-2 Note Purchaser is a party shall be had against any incorporator, shareholder, officer, director, employee or agent of the Series 2011-2 Note Purchaser, as such by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that any Transaction Document to which the Series 2011-2 Note Purchaser is a party, is solely a corporate obligation of the Series 2011-2 Note Purchaser, and that no personal liability whatever shall attach to or be incurred by the shareholders, officers, directors, employees or agents of the Series 2011-2 Note Purchaser, as such, or any of them under or by reason of any of the obligations, covenants or agreements of the Series 2011-2 Note Purchaser contained in any of the Transaction Documents, to which the Series 2011-2 Note Purchaser is a party, or implied therefrom, and that any and all personal liability for breaches by the Series 2011-2 Note Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute or constitution, of every such incorporator, shareholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of any of the Transaction Documents, to which the Series 2011-2 Note Purchaser is a party.

(ix) Notwithstanding anything herein to the contrary, no recourse under any obligation, covenant, or agreement of the Series 2011-2 Note Purchaser contained in any Transaction Document to which the Series 2011-2 Note Purchaser is a party, shall be had against any shareholder, officer, agent or director of the Series 2011-2 Note Purchaser as such, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise, it being expressly agreed and understood that any of the Transaction Documents to which the Series 2011-2 Note Purchaser is a party is a corporate obligation of the Series 2011-2 Note Purchaser, payable solely from the assets of the Series 2011-2 Note Purchaser and following realisation of such assets and the application of the proceeds thereof, any claims of the other party against the Series 2011-2 Note Purchaser (and the obligations of the Series 2011-2 Note Purchaser) shall be extinguished and no personal liability shall attach to or be incurred by the shareholders, officers, agents or directors of the Series 2011-2 Note Purchaser as such, or any of them, under or by reason of any of the obligations, covenants or agreements of such party contained in any of the Transaction Documents, to which the Series 2011-2 Note Purchaser is a party, or implied therefrom, and that any and all personal liability for breaches by such party of any of such obligations, covenants or agreements, either at law or by statute or constitution, of every such shareholder, officer, agent or director is hereby expressly waived by the other parties (other than the Series 2011-2 Note Purchaser) as a condition of and consideration for the execution of any of the Transaction Documents to which the Series 2011-2 Note Purchaser is a party. The parties expressly hereby acknowledge and agree that this Clause shall also apply mutatis mutandis with respect to the relationships between the Issuer and the Series 2011-2 Note Purchaser for so long as the Series 2011-2 Note Purchaser holds any of the Notes.

(x) Notwithstanding anything herein to the contrary, each of the parties hereto (other than the Series 2011-2 Note Purchaser) agree that they shall not take any corporate action or other steps or legal proceedings for the winding-up, dissolution or re-organisation or for the appointment of a receiver, examiner, administrator, administrative receiver,

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trustee, examiner, liquidator, sequestrator or similar officer of the Series 2011-2 Note Purchaser or of any or all of the Series 2011-2 Note Purchaser’s revenues and assets.

3.3 The provisions of this Clause 3 (Limited Recourse; No Lien or Set-Off; No Petition) shall survive the termination of this Agreement.

4. Notices

4.1 All notices under this Agreement shall be made in the English language by mail or by fax which shall be confirmed by mail. Notices to the Seller and the Servicer shall be sent separately to the attention of the individuals nominated by the Seller and the Servicer in Clause 4.2.

Any communication which is received after 4.00 p.m. (in the city of the addressee) on any particular day or on a day on which commercial banks and foreign exchange markets do not settle payments in the city of the addressee shall be deemed to have been received and shall take effect from 10.00 a.m. on the next following day on which commercial banks and foreign exchange markets settle payments in the city of the addressee or on the next Business Day.

4.2 Subject to written notification of any change of address, all notices under this Agreement to the parties set forth below shall be directed to the following addresses:

(a) for the Issuer:

Driver UK Master S.A., acting for and on behalf of its Compartment 1 c/o Wilmington Trust SP Services (Luxembourg) S.A. Attn.: the Directors 52-54 Avenue du X Septembre L-2550 Luxembourg Luxembourg Fax: (+352) 2645 9628 Email: vcl@wilmingtontrust.com

(b) for the Seller and Servicer:

Volkswagen Financial Services (UK) Limited Attn: ABS Operations Brunswick Court Yeomans Drive Blakelands Milton Keynes MK14 5LR United Kingdom Fax: 01908 549773 Email: ABSOperations@vwfs.co.uk

(c) for the Co-Arranger:

The Royal Bank of Scotland PLC Attn.: Securitisation Support - Conduit Team 250 Bishopsgate London EC2M 4AA United Kingdom Fax: +44 207 085 5199 E-mail: secsupportconduit@rbs.com

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(d) for the Series 2011-1 Note Purchaser

The Royal Bank of Scotland PLC Attn.: Securitisation Support - Conduit Team 250 Bishopsgate London EC2M 4AA United Kingdom Fax: +44 207 085 5199 E-mail: secsupportconduit@rbs.com

(e) for the Series 2011-2 Note Purchaser

Gresham Receivables (No. 19) UK Limited Lloyds TSB Bank PLC Attn.: Chris Rigby 10 Gresham Street London. EC2V 7AE United Kingdom Telephone: +44 20 7158 1930 Fax: +44 20 7158 3247 E-mail: Chris.Rigby@lloydsbanking.com

(f) for the Series 2011-3 Note Purchaser

Royal Bank of Canada Attn.: Michael Cicerone Attn.: Daniel Press Riverbank House 2 Swan Lane London, EC4R 3BF United Kingdom Telefax No. +44 20 7029 7960 Email: michael.cicerone@rbccm.com

With copy to:

Royal Bank of Canada Attn: Kim Wagner Attn: Conduit Management 2751 Centerville Road Two Little Falls Centre Suite 212 Wilmington DE 19808-1627 USA Telefax: +1 302 892 5900 Email: conduit.management@rbccm.com

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(g) for the Series 2011-5 Note Purchaser

Albion Capital Corporation S.A. C/O The Bank of Tokyo-Mitsubishi UFJ, Ltd Ropemaker Place 25 Ropemaker Street London EC2Y 9AN United Kingdom Attn: Andrew Montford/ Brett Emms Telephone: +44 207 577 5221/ 5210 Email: andrew.montford@uk.mufg.jp/ brett.emms@uk.mufg.jp

(h) for the Sponsor Bank for the Series 2012-1 Note Purchaser

Credit Suisse AG, New York Branch 11 Madison Avenue New York, NY10010-3629 United States of America

(i) for the Swap Counterparty

Mitsubishi UFJ Securities International plc Attn.: Despoina Pavlidou Ropemaker Place 25 Ropemaker Street London EC2Y 9AJ Fax: 0044 20 7782 9144 Email: Despoina.Pavlidou@int.sc.mufg.jp

(j) for the Swap Counterparty

HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom

(k) for the Subordinated Lender:

Volkswagen International Payment Services N.V. Attn.: Bjoern Baetge (Managing Director) Herengracht 495 1017BT Amsterdam The Netherlands E-mail: b.baetge@vwfsag.com Fax (+31) 20 626 9254

(l) for the Security Trustee:

Wilmington Trust (London) Limited Attn.: Sunil Masson Third Floor 1 King's Arms Yard

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London EC2R 7AF United Kingdom Fax: +44 (0)20 7397 3601 Email: smasson@wilmingtontrust.com

(m) for the Account Bank, the Cash Administrator, the Principal Paying Agent, the Calculation Agent, the Listing Agent and the Interest Determination Agent:

BNP Paribas Securities Services, Luxembourg Branch 33, rue de Gasperich, Howald – Hesperange

L-2085 Luxembourg Tel. +352 2696 2000 Attn.: Corporate Trust Services Account Bank/ Calculation Agent: Fax: +352 2696 9758 Cash Administrator Fax: +352 2696 9758 Interest Determination Agent Fax: +352 2696 9757

(n) for the Corporate Services Provider: Wilmington Trust SP Services (Luxembourg) S.A. Attn.: Bernard Hoftijzer Attn.: Petra Dunselmann Attn.: Zamyra Cammans 52-54, Avenue du X Septembre L-2550 Luxembourg Luxembourg Fax: (+352) 2645 9628 Email: bhoftijzer@wilmingtontrust.com pdunselman@wilmingtontrust.com zcammans@wilmingtontrust.com

5. Severability Clause; Coordination

5.1 Without prejudice to any other provision hereof, if any provision of this Agreement or any of the German Transaction Documents is or becomes invalid in whole or in part, the remaining provisions shall remain unaffected thereby to the extent permitted by law. Invalid provisions shall be replaced by such valid provisions which taking into consideration the purpose and intent of this Agreement or any of the German Transaction Documents have to the extent legally possible the same economic effect as the invalid provisions. The preceding provisions shall be applicable mutatis mutandis to any gap or omission in this Agreement or any of the German Transaction Documents.

5.2 The parties to this Agreement each undertake vis-à-vis the respective other party to take all actions that become necessary pursuant to Clause 5.1 or for other reasons to implement this Agreement or any of the German Transaction Documents.

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6. Amendments; Accession

6.1 Any term of the Transaction Documents may be amended or waived only with the consent of all of the Noteholders and Note Purchasers and VWFS.

6.2 If any of the amendments to any term of the Transaction Documents relate to the amount, the currency or the timing of the cashflow received by the Issuer under the Receivables, the application of such cashflow by the Issuer, or the ranking of the Swap Counterparties in the Order of Priority, then the consent of the Swap Counterparties will be required.

6.3 In case of amendments to any term of the Transaction Documents which materially and adversely affect the interests of the Issuer, the Security Trustee, the Swap Counterparties or the Subordinated Lender then also the consent of such parties will be required.

6.4 Nothwithstanding any provision to the contrary herein, additional Note Purchasers may become a party to this Agreement by entering into an accession agreement substantially in the form as attached to the Note Purchase Agreement.

6.5 The Security Trustee shall have the right to request a reputable law firm in the relevant jurisdiction to confirm the legal validity of such amendment and/or to describe the legal effects of such amendment and to incur reasonable expenses for such consultation which shall be reimbursed by VWFS.

7. Applicable Law; Place of Performance; Jurisdiction

7.1 This Agreement and all non-contractual obligations arising in relation thereto are governed by and shall be construed in accordance with the laws of Germany.

7.2 Each party to this Agreement irrevocably agrees that the Regional Court (Landgericht) of Frankfurt/Main shall have non-exclusive jurisdiction to hear and determine any proceedings and to settle any disputes brought in connection herewith and each party hereto irrevocably submits to the jurisdiction of the German courts. This jurisdiction agreement is not concluded for the benefit of only one party. The Issuer hereby appoints Wilmington Trust SP Services (Frankfurt) GmbH, Steinweg 3 5, 60313 Frankfurt am Main, Federal Republic of Germany, as its agent for service of process with respect to any legal proceedings brought before any German court.

7.3 Nothing in this Clause 7 (Applicable Law; Place of Performance; Jurisdiction) shall limit any party's right to take proceedings against any other party in any other jurisdiction or in more than one jurisdiction concurrently, subject to article 17 of the Convention on jurisdiction and the enforcement of judgments in civil and commercial matters opened for signature in Brussels in 1968 and article 17 of the similarly-named Convention opened for signature in Lugano in 1988 or Council Regulation (EC) No. 44/2001 of 22 December 2000 on jurisdiction and the enforcement of judgments in civil and commercial matters.

7.4 Each party hereto also irrevocably waives (and irrevocably agrees not to raise) any objection which it might at any time have on the ground of forum non conveniens or any other ground to proceedings being taken in any court referred to in this Clause 7 (Applicable Law; Place of Performance; Jurisdiction), and irrevocably agrees that any judgment in proceedings taken in any such court shall be conclusive and binding on it and may be enforced in any other jurisdiction.

8. Confidentiality

8.1 Each of the Transaction Creditors hereby undertakes to keep strictly confidential all and any information that it directly or indirectly has received or shall receive from the Seller. The

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Transaction Creditors shall not use such information in connection with any other project than the Programme and shall ensure that this information shall neither be released to any third party, except as expressly permitted by this Agreement or with the consent of VWFS (such consent no to be unreasonably withheld), nor used in any way other than in connection with the Programme.

8.2 The confidentiality obligations under this Agreement shall also apply to all Representatives (as defined below) of the Transaction Creditors, regardless of kind and legal basis of the respective cooperation. The Transaction Creditors undertakes to impose respective confidentiality obligations on those Representatives (if that is not the case yet).

8.3 The confidentiality obligations under this Agreement shall remain binding for three years from the date of this Agreement.

8.4 The confidentiality obligations under this Agreement shall not apply to the extent that the respective information

- is publicly available, or

- becomes publicly available without breach of this Agreement, or

- was received by the Transaction Creditors on a non-confidential basis from any third person not known to the Transaction Creditors to be prohibited from transmitting the information by a confidentiality agreement with, or other legal or fiduciary obligation to, any of the Seller, or

- is known to the Transaction Creditor on a non-confidential basis prior to its disclosure to the Transaction Creditor by the Seller pursuant to this Agreement or is independently developed by the Transaction Creditor or its Representatives (as defined below) without reference to, incorporation of or other use of the confidential information furnished by the Sellers pursuant to this Agreement.

Notwithstanding anything herein to the contrary, confidential information may be disclosed (a) to the Transaction Creditor’s directors, officers, employees, advisors or agents ("Representatives") and any equity investor in any commercial paper conduit administered by Lloyds Bank plc and involved in the Programme, in each case who need to review the information in connection with the Programme, (b) to governmental or regulatory authorities (including bank examiners and self regulatory organizations), internal auditors and rating agencies, in each case upon their request therefor, (c) in the course of any litigation or court proceeding involving VWFS the relevant Transaction Creditor, (d) pursuant to subpoena or court process and (e) as may otherwise be required by law. In the event the relevant Transaction Creditor proposes to disclose confidential information pursuant to clause (b) (other than to a bank examiner, self regulatory organization or internal auditor), (d) or (e) of the preceding sentence, the relevant Transaction Creditor agrees to the extent practicable and lawful to provide the Sellers with prior notice thereof so that the Sellers may seek a protective order or other appropriate order. In the absence of a protective or similar order, the relevant Transaction Creditor may disclose confidential information pursuant to clause (b), (d) or (e) without liability to the Sellers, provided that the relevant Transaction Creditor shall disclose only such portion of the confidential information as its counsel advises must be disclosed.

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SUBSCRIPTION AND SALE

Subscription of the Notes

Subscription and Sale

Each of the Managers has entered into the Note Purchase Agreement with the Issuer. Each Manager has agreed to comply with the selling restrictions set out below.

Selling Restrictions

General

All applicable laws and regulations must be observed in any jurisdiction in which the Notes may be offered, sold or delivered, to the best of the respective Manager’s knowledge and belief. Each Manager has agreed (with respect to the respective Series of Notes acquired by such Manager) that it will not offer, sell or deliver any of the Notes, directly or indirectly, or distribute this Base Prospectus or any other offering material relating to the Notes, in or from any jurisdiction except under circumstances that will result in compliance with the applicable laws and regulations thereof, to the best of the respective Manager’s knowledge and belief, and that will not impose any obligations on the Issuer except as set out in the Note Purchase Agreement.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant Member State"), each Manager represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State it has not made and will not make an offer of the Notes which are the subject of the offering contemplated by this Base Prospectus to the public in that Relevant Member State other than:

(a) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

(a) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than EUR 43,000,000; and (3) an annual net turnover of more than EUR 50,000,000, as shown in its last annual or consolidated accounts;

(b) to any natural person or small and medium-sized enterprise that expressly asked to be considered and are considered qualified investors in the Relevant Member State; or

(c) to any other qualified investor as defined in Article 2 (1) (e) of the Prospectus Directive and as transposed into the laws of the Relevant Member State.

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United States of America and its Territories

Each Manager represents and agrees in the Note Purchase Agreement that:

The Notes have not been and will not be registered under the Securities Act and may not be offered, or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the Securities Act. Each Manager represents and agrees that it has offered and sold the Notes, and will offer and sell the Notes (i) as part of its distribution at any time or (ii) otherwise until forty (40) calendar days after the completion of the distribution of all the Notes only in accordance with Rule 903 of Regulation S under the Securities Act. Neither the Managers nor their respective Affiliates nor any Persons acting on their behalf have engaged or will engage in any directed selling efforts with respect to the Notes, and they have complied and will comply with the offering restrictions requirements of Regulation S under the Securities Act. At or prior to confirmation of sale of Notes, the respective Manager will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes from them during the distribution compliance period a confirmation or notice to substantially the following effect:

"The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until forty (40) calendar days after the completion of the distribution of the Securities as determined and certified by the respective Manager. Terms used above have the meaning given to them in Regulation S under the Securities Act".

Terms used in this Clause have the meaning given to them in Regulation S under the Securities Act.

United Kingdom

Each Manager represents and agrees that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

Republic of France

Each of the Managers represents and agrees that, it has not offered or sold and will not offer or sell, directly or indirectly, Notes to the public in the Republic of France (offre au public de titres financiers) within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq. of the General Regulations (Règlement Général) of the French Market Authority (Autorité des Marchés Financiers), and has not distributed or caused to be distributed and will not distribute or cause to be distributed, directly or indirectly, to the public in the Republic of France, this Base Prospectus and any other offering material relating to the Notes, and that such offers, sales and distributions have been and shall only be made in the Republic of France (i) to qualified investors (investisseurs qualifiés) acting for their own account, and/or (ii) to persons providing portfolio management investment service for third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers), each as defined in and in accordance with Articles L. 411-2-II°, D. 411-1 to D. 411-3, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the French Monetary and Financial Code (Code monétaire et financier) and any implementing regulation

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or decree and/or (iii) in a transaction that, in accordance with Articles L. 411-2-I-1° or 2° or 3° of the French Monetary and Financial Code (Code monétaire et financier) and Article 211-2 of the General Regulations (Règlement Général) of the French Market Authority (Autorité des Marchés Financiers), does not constitute an offer to the public (offre au public de titres financiers).

Each of the Managers has informed and/or will inform such investors that the subsequent direct or indirect retransfer of the Notes in France can only be made in compliance with Articles L. 411-1, L. 411-2, L.412-1 and L. 621-8 through L. 621-8-3 of the French Monetary and Financial Code (Code monétaire et financier). This Base Prospectus, any Final Terms and any other offering material relating to the Notes have not been and will not be submitted to the French Market Authority (Autorité des Marchés Financiers) for approval and do not constitute an offer to the public (offre au public de titres financiers).in the Republic of France for the sale or subscription of financial instruments.

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GENERAL INFORMATION

Authorization of Note Issuance

The issuance of the Notes were authorised by the board of directors of the Issuer on 15 November 2012. 

Governmental, Legal and Arbitration Proceedings

Since its incorporation on 29 July 2011, the Issuer has not been engaged in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware), which may have, or have had in the recent past significant effects on the Issuer’s financial position or profitability.

Material Adverse Change

There has been no material adverse change in the financial position or prospects of the Issuer since its incorporation.

Payment Information and Post-Issuance Information

The Issuer acting with respect to its Compartment 1 intends to provide post-issuance transaction information regarding the Notes to be admitted to trading and the performance of the underlying assets. The Servicer will provide the investors with monthly investor reports regarding the Notes and the performance of the underlying assets. Such investor reports will be provided on a monthly basis and send directly to the relevant investors.

For as long as any of the Notes are listed on the official list of the Luxembourg Stock Exchange, the Issuer acting with respect to its Compartment 1 will notify the Luxembourg Stock Exchange of the Interest Amounts, Interest Accrual Periods and the Interest Rates and the payments of principal, in each case without delay after their determination pursuant to the Conditions of the Notes. This information will be communicated to the Luxembourg Stock Exchange at the latest on the first day of each interest period.

All information to be given to the Noteholders pursuant to Condition 7 of the Notes will be available and may be obtained (free of charge) at the specified office of the Issuer.

The Notes have been accepted for clearance through Clearstream, Luxembourg and Euroclear as operator of the Euroclear system.

All notices concerning the Notes shall be published in a newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange (www.bourse.lu) insofar as required by the rules of the Luxembourg Stock Exchange and shall be delivered to the applicable clearing systems for communication by them to the Noteholders of the Notes.

Listing and Admission to Trading

BNP Paribas Securities Services, Luxembourg Branch as Listing Agent is expected to make application for the Notes issued under the Programme to be listed on the official list of the Luxembourg Stock Exchange and to be admitted to trading at the regulated market of the Luxembourg Stock Exchange.

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ICSDs

Euroclear Bank S.A./N.V. 1 Boulevard du Roi Albert II B-1210 Brussels Belgium

Clearstream Banking, société anonyme, 42 Avenue JF Kennedy L-1885 Luxembourg

Clearing Codes of Notes

As set out in the Final Terms prepared for the relevant Series of Notes. Limitation of Time with respect to payment claims to Interest and Principal

Claims arising from a bearer note (Inhaberschuldverschreibung) i.e. claims to interest and principal cease to exist with the expiration of thirty years after the occurrence of time determined for payment, unless the bearer note is submitted to the Issuer for redemption prior to the expiration of thirty years. In case of a submission, the claims will be time-barred in two years beginning with the end of the period for submission. The judicial assertion of the claim arising from the note has pursuant to Section 801 German Civil Code (Bürgerliches Gesetzbuch) the same effect as a submission.

Inspection of Documents

Copies of the following documents may be inspected during customary business hours on any working day from the date hereof (or the date of publication of such document, as relevant) as long as the Notes remain outstanding at the registered office of the Issuer and the Principal Paying Agent and as long as the Notes are listed on official list of the Luxembourg Stock Exchange they will also be available at the specified offices of the Principal Paying Agent, (i) this Base Prospectus and any Final Terms, (ii) the Trust Agreement, (iii) the Deed of Charge and Assignment, (iv) the Agency Agreement, and (v) the Articles of Incorporation of the Issuer and all future financial reports of the Issuer. A copy of this Base Prospectus will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).

The Servicer may publish monthly investor reports regarding the Notes and the performance of the underlying assets. Monthly investor reports may be published by the Servicer three days prior to the Payment Date of a calendar month available on www.vwfs.co.uk.

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REGISTERED ADDRESS OF

THE ISSUER

Driver UK Master S.A., acting with respect to its Compartment 1 52-54 Avenue du X Septembre

L-2550 Luxembourg

THE SECURITY TRUSTEE

Wilmington Trust (London) Limited 1 King's Arms Yard London EC2R 7AF

England

PRINCIPAL PAYING AGENT/ACCOUNT BANK

BNP Paribas Securities Services, Luxembourg Branch 33, rue de Gasperich Howald Hesperange L 2085 Luxembourg

Grand Duchy of Luxembourg

LEGAL ADVISERS

Transaction Counsel

Baker & McKenzie Partnerschaft von Rechtsanwälten, Wirtschaftsprüfern,

Steuerberatern und Solicitors Bethmannstrasse 50-54

60311 Frankfurt am Main Germany

as to English law as to Luxembourg law

Baker & McKenzie LLP Baker & McKenzie Luxembourg 100 New Bridge Street 10-12, Boulevard Roosevelt

London EC4A 6JA L-2450 Luxembourg England Luxembourg

AUDITORS

to the Issuer PricewaterhouseCoopers S.à.r.l.

400, route d'Esch B.P. 1443 L-1014 Luxembourg

Luxembourg