dated 24 june 2015 as principal paying agent, …...hsbc bank plc as principal paying agent,...

CLIFFORD CHANCE LLP

EXECUTION VERSION

DATED 24 JUNE 2015

HSBC BANK PLC

AS PRINCIPAL PAYING AGENT, REGISTRAR, AGENT BANK AND

ISSUER ACCOUNT BANK

HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED

AS NOTE TRUSTEE

NEWDAY FUNDING 2015-1 PLC

AS ISSUER

NEWDAY FUNDING SECURITISATION HOLDINGS LTD

AS HOLDINGS

NEWDAY FUNDING TRANSFEROR LTD

AS TRANSFEROR

SFM CORPORATE SERVICES LIMITED

AS HOLDINGS SHARE TRUSTEE

STRUCTURED FINANCE MANAGEMENT LIMITED

AS ISSUER CORPORATE SERVICES PROVIDER AND HOLDINGS CORPORATE

SERVICES PROVIDER

ISSUER MASTER FRAMEWORK AGREEMENT

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CONTENTS

Clause Page

1. Interpretation ..................................................................................................................... 2

2. Common Terms ................................................................................................................. 2

3. Execution and Delivery ..................................................................................................... 2

Schedule 1 Master Definitions Schedule ................................................................................... 3

1. Definitions ......................................................................................................................... 3

2. Principles of Interpretation and Construction ................................................................. 22

Schedule 2 Common Terms ..................................................................................................... 27

Part 1 General Legal Terms ..................................................................................................... 27

1. Further Assurance ............................................................................................................ 27

2. Entire Agreement ............................................................................................................ 27

3. Application of Common Terms ....................................................................................... 28

4. Note Trustee Party to Issuer Documents ......................................................................... 28

5. Change of Note Trustee ................................................................................................... 28

6. Services Non-Exclusive .................................................................................................. 29

7. Restriction on Enforcement of Security; Non-Petition and Limited Recourse ............... 29

8. Provisions Relating to the Note Trust Deed .................................................................... 31

9. Obligations as Corporate Obligations ............................................................................. 32

10. Variation of Documents .................................................................................................. 33

11. Exercise of Rights and Remedies .................................................................................... 33

12. Partial Invalidity .............................................................................................................. 33

13. No Partnership ................................................................................................................. 33

14. Continuation of Obligations ............................................................................................ 33

15. Assignment and Subcontracting ...................................................................................... 33

16. Rating Confirmation and Notification ............................................................................. 34

17. Third Party Transaction Rights ....................................................................................... 34

18. Confidentiality ................................................................................................................. 35

19. Notices ............................................................................................................................. 36

20. Counterparts .................................................................................................................... 37

Part 2 Payment Provisions ....................................................................................................... 38

21. Calculations and Payments .............................................................................................. 38

22. VAT ................................................................................................................................. 40

23. Withholding Taxes .......................................................................................................... 41

24. Economic and Monetary Union ...................................................................................... 42

25. Costs ................................................................................................................................ 42

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26. Payments ......................................................................................................................... 42

Part 3 Governing Law Provisions ............................................................................................ 44

27. Governing Law ................................................................................................................ 44

28. Jurisdiction ...................................................................................................................... 44

Part 4 Transferor Undertaking ................................................................................................. 45

29. Transferor Undertaking ................................................................................................... 45

Schedule 3 Notices Details ...................................................................................................... 46

Schedule 4 Issuer Covenants ................................................................................................... 48

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THIS AGREEMENT is made on 24 June 2015

BETWEEN:

(1) HSBC BANK PLC, a public limited company incorporated under the laws of

England and Wales with registration number 00014259, having its registered office at

8 Canada Square, London E14 5HQ, as principal paying agent (the "Principal Paying

Agent"), agent bank (the "Agent Bank"), registrar (the "Registrar") and Issuer

account bank (the "Issuer Account Bank");

(2) HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED, a private

company limited by shares incorporated under the laws of England and Wales with

registration number 06447555, having its registered office at 8 Canada Square,

London E14 5HQ (the "Note Trustee");

(3) NEWDAY FUNDING 2015-1 PLC, a public limited company incorporated under

the laws of England and Wales (company registration number 09385611) and having

its registered office at 35 Great St. Helen's, London EC3A 6AP (the "Issuer");

(4) NEWDAY FUNDING SECURITISATION HOLDINGS LTD, a company

incorporated under the laws of England and Wales (company registration number

09387831) and having its registered office at 35 Great St. Helen's, London EC3A 6AP

("Holdings");

(5) NEWDAY FUNDING TRANSFEROR LTD, a private limited company


08206590) and having its registered office at Two Pancras Square, London N1C 4AG

(the "Transferor");

(6) SFM CORPORATE SERVICES LIMITED, a private limited company


3920255) and whose registered office is at 35 Great St. Helen's, London EC3A 6AP

(the "Holdings Share Trustee"); and

(7) STRUCTURED FINANCE MANAGEMENT LIMITED, a private limited

company incorporated under the laws of England and Wales (company registration

number 03853947) and whose registered office is at 35 Great St. Helen's, London

EC3A 6AP (the "Issuer Corporate Services Provider" and "Holdings Corporate

Services Provider").

INTRODUCTION:

(A) The Loan Note Issuer has agreed to issue and the Issuer has agreed to subscribe for

the Series 2015-1 Loan Notes.

(B) In order to finance its subscription of the Series 2015-1 Loan Notes, the Issuer will

issue the Notes and will use the proceeds of the issue of the Notes to pay the Loan

Note Issuer.

(C) The Transaction Parties have agreed to enter into the Issuer Documents pursuant to

which Schedule 1 (Master Definitions Schedule) to this Agreement, the Common

Terms, representations and warranties, covenants and other provisions set out in this

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Agreement shall apply and be incorporated into all or some of the Issuer Documents,

as set out in each of such Issuer Documents.

THE PARTIES AGREE as follows:

1. INTERPRETATION

Unless otherwise defined in this Agreement or the context requires otherwise, words

and expressions used in this Agreement shall have the meanings and constructions

ascribed to them in Schedule 1 (Master Definitions Schedule) to this Agreement.

2. COMMON TERMS

2.1 Incorporation of Common Terms

Except as provided below, the Common Terms apply to this Agreement and shall be

binding on the parties to this Agreement.

2.2 Amendments to Common Terms

The Common Terms are, for the purposes of this Agreement, amended such that

paragraph 1 (Further Assurance) of the Common Terms applies to this Agreement

with the Issuer being the Obligor and the Note Trustee being the Obligee.

3. EXECUTION AND DELIVERY

This Agreement is executed and delivered as a deed on the date written at the start of

this Agreement.

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SCHEDULE 1

MASTER DEFINITIONS SCHEDULE

1. DEFINITIONS

Except where the context otherwise requires, the following defined terms used in the

Issuer Documents have the meanings set out below (as the same may be amended and

supplemented from time to time):

"24 hours" means a period of 24 hours including all or part of a day (disregarding for

this purpose the day upon which such Meeting is to be held) upon which banks are

open for business in both the place where the relevant Meeting is to be held and in

each of the places where the Paying Agents have their Specified Offices and such

period shall be extended by one period or, to the extent necessary, more periods of 24

hours until there is included as aforesaid all or part of a day upon which banks are

open for business as aforesaid;

"48 hours" means 2 consecutive periods of 24 hours;

"Accounting Reference Date" means, in each year, in respect of the Issuer, 31

December;

"Accounting Reference Period" means the period from (but excluding) an

Accounting Reference Date to (and including) the next Accounting Reference Date,

save that the first Accounting Reference Period shall commence on (and include) the

date of the Issuer's incorporation and end on (and include) 31 December 2015 and the

last Accounting Reference Period shall end on (and include) the date of the Issuer's

winding-up;

"Accounts" means the Issuer Distribution Account and any other accounts opened in

accordance with the Issuer Account Bank Agreement;

"Additional Funds" means an amount equal to the aggregate of any amounts

calculated, in respect of any Series, from time to time and pursuant to the relevant

Supplement as representing (and defined in such Supplement as) additional

consideration payable by an Investor Beneficiary to the Receivables Trustee for the

granting of the relevant Investor Interest;

"Additional Interest" has the meaning given to it in Note Condition 6(a) (Accrual of

Interest);

"Affiliates" means, with regard to any Person, any other Person controlling,

controlled by or under common control with such Person;

"Agent Bank" means HSBC Bank plc in its capacity as agent bank together with any

successor or additional agent bank appointed from time to time in connection with the

Notes;

"Agents" means, the Principal Paying Agent, each other Paying Agent, the Registrar

and the Agent Bank or any of them;

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"Ancillary Rights" means an Interest and all ancillary rights, accretions and

supplements to such Interest, including any guarantees or indemnities in respect of

such Interest;

"Applicable Law" means any law or regulation including, but not limited to: (a) any

relevant domestic or foreign statute or regulation; (b) any rule or practice of any

Authority with which an Agent is bound to or accustomed to comply; and (c) any

agreement entered into by an Agent and any Authority or between any two or more

Authorities;

"Appointee" means any delegate, agent, attorney, manager, nominee, custodian or co-

trustee appointed by the Note Trustee pursuant to the provisions of the Note Trust

Deed;

"Associated Debt" means the Notes issued by the Issuer to fund its subscription for

the Series 2015-1 Loan Notes, as more particularly specified in the Series 2015-1

Loan Note Supplement;

"Auditors" means, in respect of the Issuer, KPMG LLP or such other reputable firm

of accountants qualified to practise in England and Wales as may be appointed by the

Issuer from time to time;

"Authorised Signatory" means any director of the Issuer or any other person or

persons who are duly authorised to sign on behalf of the Issuer and in respect of

whom a certificate has been provided signed by a director or another Authorised

Signatory setting out the name and signature of such person and confirming such

person's authority to act;

"Authority" means any competent regulatory, prosecuting, tax or governmental

authority in any relevant jurisdiction, domestic or foreign;

"Back-Up Cash Management Agreement" means the back-up cash management

agreement entered into on or about the date of this Agreement, as amended, restated,

supplemented and/or novated from time to time, and made between, inter alios, the

Back-Up Cash Manager, the Transferor, the Loan Note Issuer and the Security

Trustee;

"Back-Up Cash Manager" means Citibank, N.A., London Branch, in its capacity as

such, acting through its office at Citigroup Centre, Canada Square, Canary Wharf,

London E14 5LB and/or, as the context requires, any other person appointed as any

successor back-up cash manager pursuant to the Back-Up Cash Management

Agreement;

"Basic Terms Modification" has the meaning given to it in schedule 4 (Provisions

for Meetings of Noteholders) to the Note Trust Deed;

"Beneficiaries Deed" means the deed entered into on or about the date of this

Agreement between the Initial Investor Beneficiary and the Transferor Beneficiary

(including any amendments and restatements thereof);

"Block Voting Instruction" has the meaning given to it in schedule 4 (Provisions for

Meetings of Noteholders) to the Note Trust Deed;

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"Breach of Duty" means, in relation to any person (other than the Note Trustee, the

Agents or the Issuer Account Bank), a wilful default, fraud, illegal dealing, negligence

or material breach of any agreement or breach of trust by such person and, in relation

to the Note Trustee, the Agents and the Issuer Account Bank (as applicable), means a

wilful default, fraud or gross negligence by the Note Trustee, the Agents or the Issuer

Account Bank (as applicable);

"Business Day" means any day other than a Saturday, a Sunday or a day on which

banking institutions in London, England or Jersey, Channel Islands are authorised or

obliged by law or executive order to be closed;

"Cash Manager" means NewDay Cards Ltd, a limited liability company incorporated

under the laws of England and Wales under registered number 04134880, having its

registered office at Two Pancras Square, London N1C 4AG;

"CCA" means the Consumer Credit Act 1974, as amended by the Consumer Credit

Act 2006 and as further amended from time to time;

"Chairman" has the meaning given to it in schedule 4 (Provisions for Meetings of

Noteholders) to the Note Trust Deed;

"Class A Global Note Certificate" means the Global Note Certificate in respect of

the Class A Notes;

"Class A Loan Note" means the £147,300,000 class A loan note issued by the Loan

Note Issuer in accordance with the terms of the Series 2015-1 Loan Note Supplement;

"Class A Noteholder" means a Person in whose name a Class A Note is registered in

the Register (or in the case of joint holders, the first named thereof) and "Class A

Noteholders" means all of them;

"Class A Notes" means the £147,300,000 class A asset backed notes in registered

form issued by the Issuer and constituted by the Note Trust Deed;

"Class B Global Note Certificate" means the Global Note Certificate in respect of

the Class B Notes;

"Class B Loan Note" means the £21,600,000 class B loan note issued by the Loan


"Class B Noteholder" means a Person in whose name a Class B Note is registered in

the Register (or in the case of joint holders, the first named thereof) and "Class B


"Class B Notes" means the £21,600,000 class B asset backed notes in registered form

issued by the Issuer and constituted by the Note Trust Deed;

"Class C Global Note Certificate" means the Global Note Certificate in respect of

the Class C Notes;

"Class C Loan Note" means the £31,800,000 class C loan note issued by the Loan


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"Class C Noteholder" means a Person in whose name a Class C Note is registered in

the Register (or in the case of joint holders, the first named thereof) and "Class C


"Class C Notes" means the £31,800,000 class C asset backed notes in registered form


"Class D Global Note Certificate" means the Global Note Certificate in respect of

the Class D Notes;

"Class D Loan Note" means the £44,100,000 class D loan note issued by the Loan


"Class D Noteholder" means a Person in whose name a Class D Note is registered in

the Register (or in the case of joint holders, the first named thereof) and "Class D


"Class D Notes" means the £44,100,000 class D asset backed notes in registered form


"Class E Global Note Certificate" means the Global Note Certificate in respect of

the Class E Notes;

"Class E Loan Note" means the £22,800,000 class E loan note issued by the Loan


"Class E Noteholder" means a Person in whose name a Class E Note is registered in

the Register (or in the case of joint holders, the first named thereof) and "Class E


"Class E Notes" means the £22,800,000 class E asset backed notes in registered form


"Class F Global Note Certificate" means the Global Note Certificate in respect of

the Class F Notes;

"Class F Loan Note" means the £15,300,000 class F loan note issued by the Loan


"Class F Noteholder" means a Person in whose name a Class F Note is registered in

the Register (or in the case of joint holders, the first named thereof) and "Class F


"Class F Notes" means the £15,300,000 class F asset backed notes in registered form


"Clearing Systems" means Euroclear and Clearstream, Luxembourg;

"Clearstream, Luxembourg" means Clearstream Banking, société anonyme,

Luxembourg;

"Closing Date" means 24 June 2015;

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"Code" means the United States Internal Revenue Code of 1986, as amended;

"Collection Period" shall have the meaning specified in the Master Framework

Agreement, except that the first Collection Period with respect to Series 2015-1 shall

begin on and include the Closing Date and shall end on and include the last day of the

calendar month following the calendar month in which the Closing Date falls;

"Common Terms" means the provisions set out in Schedule 2 (Common Terms);

"Covenant to Pay" means the covenants of the Issuer contained in clause 2.6

(Covenant to pay) of the Note Trust Deed;

"Credit Guidelines" has the meaning given to it in the Master Framework Agreement;

"DBRS" means DBRS Ratings Limited or any successor to its rating business;

"DBRS Equivalent Chart" means:

DBRS Moody’s S&P Fitch AAA Aaa AAA AAA AA(high) Aa1 AA+ AA+ AA Aa2 AA AA AA(low) Aa3 AA- AA- A(high) A1 A+ A+ A A2 A A A(low) A3 A- A- BBB (high) Baa1 BBB+ BBB+ BBB Baa2 BBB BBB BBB (low) Baa3 BBB- BBB BB (high) Ba1 BB+ BB+ BB Ba2 BB BB BB (low) Ba3 BB- BB- B (high) B1 B+ B+ B B2 B B B (low) B3 B- B- CCC(high) Caa1 CCC+

CCC CCC Caa2 CCC CCC(low) Caa3 CCC-

CC

Ca

CC C

D C D D

"DBRS Equivalent Rating" means: (i) if a Fitch public rating, a Moody's public

rating and an S&P public rating are all available, (a) the remaining rating (upon

conversion on the basis of the DBRS Equivalent Chart) once the highest and the

lowest rating have been excluded or (b) in the case of two or more same ratings, any

of such ratings (upon conversion on the basis of the DBRS Equivalent Chart); (ii) if

the DBRS Equivalent Rating cannot be determined under paragraph (i) above, but

public ratings by any two of Fitch, Moody's and S&P are available, the lower rating

available (upon conversion on the basis of the DBRS Equivalent Chart); and (iii) if

the DBRS Equivalent Rating cannot be determined under (i) or (ii) above, and

therefore only a public rating by one of Fitch, Moody's and S&P is available, such

rating will be the DBRS Equivalent Rating upon conversion on the basis of the DBRS

Equivalent Chart).

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"Deferred Interest" has the meaning given to it in Note Condition 6 (Interest);

"Determination Date" means the fifth Business Day prior to each Distribution Date;

"Director" means any director or alternate director of the Issuer from time to time;

"Dispute" means a dispute arising out of or in connection with any Issuer Document

(including a dispute regarding the existence, validity or termination of any Issuer

Document or the consequences of its nullity);

"Distribution Date" means 15 August 2015 or, if 15 August 2015 is not a Business

Day, the next succeeding Business Day and the 15th

day of each calendar month

thereafter or, if any such 15th

day is not a Business Day, the next succeeding Business

Day;

"Encumbrance" means any mortgage, charge, pledge, lien or other encumbrance

securing any obligation of any person or any other type of preferential arrangement

(including, without limitation, title transfer and retention arrangements) having

similar effect;

"Enforcement Notice" means a written notice to the Issuer from the Note Trustee

declaring all of the Notes to be immediately due and payable;

"Euroclear" means Euroclear Bank S.A./N.V.;

"Event of Default" means any of the events specified in Note Condition 11 (Events of

Default);

"Exchange Event" has the meaning given to it in paragraph 7 (Exchange for

Regulation S Individual Note Certificates) of each Regulation S Global Note

Certificate;

"Extraordinary Resolution" has the meaning given to it in schedule 4 (Provisions

for Meetings of Noteholders) to the Note Trust Deed;

"FATCA" means:

(a) Sections 1471 to 1474 of the Code or any associated regulations;

(b) any treaty, law or regulation of any other jurisdiction, or relating to an

intergovernmental agreement between the US and any other jurisdiction,

which (in either case) facilitates the implementation of any law or regulation

referred to in paragraph (a) above; or

(c) any agreement pursuant to the implementation of any treaty, law or regulation

referred to in paragraphs (a) and (b) above with the US Internal Revenue

Service, the US Government or any governmental or taxation authority in any

other jurisdiction;

"Final Discharge Date" means the date on which the Note Trustee is satisfied that all

of the Secured Obligations and/or all other moneys and other liabilities due or owing

by the Issuer pursuant to the Issuer Documents have been paid or discharged in full;

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"Final Redemption Date" means the Interest Payment Date falling in July 2023;

"Fitch" means Fitch Ratings Limited, or any successor to its ratings business;

"Floating Charge" means the floating charge created by clause 3.1 (Creation of

Security) of the Note Trust Deed;

"Form of Proxy" has the meaning given to it in schedule 4 (Provisions for Meetings

of Noteholders) to the Note Trust Deed;

"FSMA" means the Financial Services and Markets Act 2000, as amended;

"Global Note Certificates" means the Regulation S Global Note Certificates;

"Governmental Authority" means any entity exercising executive, legislative,

judicial, regulatory or administrative functions of or pertaining to government;

"Holder" means the registered owner of a Note and the words "holders" and related

expressions shall (where appropriate) be construed accordingly;

"Holdings" means NewDay Funding Securitisation Holdings Ltd, a private limited

liability company incorporated in England and Wales (company registration number

09387831) and having its registered office at 35 Great St. Helen's, London EC3A 6AP;

"Holdings Corporate Services Agreement" means the corporate services agreement

dated on or about the date hereof between, amongst others, Holdings and the Holdings

Corporate Services Provider;

"Holdings Corporate Services Provider" means Structured Finance Management

Limited, a private limited company incorporated in England and Wales (company

registration number 3853947) and having its registered office at 35 Great St. Helen's,

London EC3A 6AP;

"Holdings Share Trustee" means SFM Corporate Services Limited, a private limited

company incorporated in England and Wales (registered number 03920255) and

having its registered office at 35 Great St. Helen's, London EC3A 6AP;

"Indemnity Deed" means, in respect of Series 2015-1, the indemnity deed dated on

or about the date of this Agreement, as amended, restated, novated or supplemented

from time to time and made between the Loan Note Issuer and the Indemnity Provider;

"Indemnity Provider" means LuxCo;

"Individual Note Certificates" means the Regulation S Individual Note Certificates;

"Initial Investor Beneficiary" means the Loan Note Issuer or any successor;

"Insolvency Act" means the Insolvency Act 1986;

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"Insolvency Event" means, in respect of a company, the occurrence of any one of the

following events:

(a) the company consents to the appointment of, or takes any corporate action to

appoint, a receiver, administrator, administrative receiver, liquidator, trustee in

bankruptcy or similar officer of it or over all or substantially all of its revenues

and assets;

(b) proceedings are started against the company under any applicable liquidation,

insolvency, composition or reorganisation or similar laws for its winding up,

dissolution, administration or reorganisation (other than a solvent

reorganisation) and the proceedings are not frivolous or vexatious or

discharged within 60 days, or a receiver, administrator, administrative receiver,

liquidator, trustee in bankruptcy or similar officer of it or relating to all or

substantially all of its revenues and assets is legally and validly appointed and

is not discharged within 30 days; or

(c) a duly authorised officer of the company admits in writing that it is unable to

pay its debts when they fall due within the meaning of Section 123(1) of the

Insolvency Act 1986 or the company makes a general assignment or trust for

the benefit of or a composition with its creditors or voluntarily suspends

payment of its obligations;

"Interest" means any asset, agreement, bank account, property or right;

"Interest Amount" has the meaning given to it in Note Condition 6 (Interest);

"Interest Payment Date" has the meaning given to it in Note Condition 6 (Interest);

"Interest Period" has the meaning given to it in Note Condition 6 (Interest);

"Interest Rate" means the Rate of Interest payable in respect of the Notes as

specified in the Note Trust Deed or calculated in accordance with the provisions of

the Note Conditions;

"Investor Beneficiary" means any person in its capacity as an investor beneficiary of

the Receivables Trust, which may include any investor beneficiary subordinate to

another investor beneficiary as a provider of Enhancement as specified in any

Supplement;

"Investor Interest" means that part of the aggregate beneficial interest of any

Investor Beneficiary in the Receivables Trust which was acquired by such Investor

Beneficiary with the proceeds of a single Series of Related Debt, or with Additional

Funds (if any) related to such Series, and shall be calculated in accordance with the

provisions of the related Supplement.

"Issuer" means NewDay Funding 2015-1 Plc, a public limited company incorporated

in England and Wales (company registration number 09385611) and having its

registered office at 35 Great St. Helen's, London EC3A 6AP;

"Issuer Account Bank" means HSBC Bank plc or any other bank at which the Issuer

Distribution Account is to be maintained from time to time;

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"Issuer Account Bank Agreement" means the agreement so named dated on or

about the date hereof between, inter alios, the Issuer, the Note Trustee and the Issuer

Account Bank;

"Issuer Corporate Services Agreement" means the corporate services agreement

dated on or about the date hereof between, amongst others, the Issuer and the Issuer

Corporate Services Provider;

"Issuer Corporate Services Provider" means Structured Finance Management

Limited, a private limited company incorporated in England and Wales (company

registration number 3853947) and having its registered office at 35 Great St. Helen's,

London EC3A 6AP, in its capacity as corporate services provider under the Issuer

Corporate Services Agreement;

"Issuer Covenants" means the covenants of the Issuer set out in Schedule 4 (Issuer

Covenants);

"Issuer Distribution Account" means the account opened pursuant to the Issuer

Account Bank Agreement entitled "Issuer Distribution Account" in the name of the

Issuer and maintained by the Issuer Account Bank having account number 76175100

and sort code 40-05-15, or any account at any branch of the Issuer Account Bank in

the United Kingdom or a Qualified Institution which replaces the same from time to

time;

"Issuer Documents" means this Agreement, the Paying Agency and Agent Bank

Agreement, the Issuer Account Bank Agreement, the Note Trust Deed, the Notes, the

Issuer Corporate Services Agreement and the Holdings Corporate Services

Agreement;

"Issuer Profit Amount" shall mean, with respect to:

(a) each Transfer Date up to and including the Transfer Date falling in December

2015, an amount of £8,000; and

(b) each Transfer Date thereafter, an amount of £100;

"Issuer's Jurisdiction" means the United Kingdom or such other jurisdiction in

which the Issuer is subject to taxation as substituted pursuant to Note Condition 15(d)

(Substitution);

"Joint Lead Managers" means Citigroup Global Markets Limited, The Royal Bank

of Scotland plc, Lloyds Bank plc and Deutsche Bank AG, London Branch;

"Liabilities" means, in respect of any person, any losses, damages, costs, charges,

awards, claims, demands, expenses, judgments, actions, proceedings (or threats of any

actions of proceedings) or other liabilities whatsoever including properly incurred

legal fees, Taxes and penalties incurred by that person;

"Loan Note Holder" has the meaning given to it in the Master Framework

Agreement;

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"Loan Note Issuer" means NewDay Funding Loan Note Issuer Ltd, a private limited

company incorporated in England and Wales (company registration number

09381659) and having its registered office at 35 Great St. Helen's, London, EC3A

6AP;

"Loan Note Issuer Account Bank" means HSBC Bank plc, acting through its office

at 8 Canada Square, London, E14 5HQ, including any successor account bank;

"Loan Note Issuer Account Bank Agreement" means the account bank agreement

entered into on or about the date hereof, as amended, restated, supplemented and/or

novated from time to time, between, inter alios, the Loan Note Issuer and the Loan

Note Issuer Account Bank;

"Loan Note Issuer Corporate Services Agreement" means the corporate services

agreement entered into on or about the date hereof, as amended, restated,

supplemented and/or novated from time to time, between the Loan Note Issuer and

the Loan Note Issuer Corporate Services Provider;

"Loan Note Issuer Corporate Services Provider" means Structured Finance

Management Limited, a private limited company incorporated under the laws of

England and Wales (company registration number 03853947) and having its

registered office at 35 Great St. Helen's, London EC3A 6AP, in its capacity as

corporate services provider under the Loan Note Issuer Corporate Services Agreement;

"LPA" means the Law of Property Act 1925;

"LuxCo" means NewDay Group Holdings S.à r.l., a limited liability company

incorporated under the laws of Luxembourg and registered with RCS Luxembourg

under number B 164614 and with its registered office at 6C, rue Gabriel Lippmann,

L-5365 Munsbach, Grand Duchy of Luxembourg;

"Master Framework Agreement" means the master framework agreement dated on

or about the date hereof between, inter alios, the Receivables Trustee, the Transferor,

NewDay Cards Ltd, the Loan Note Issuer and the Security Trustee;

"Meeting" has the meaning given to it in schedule 4 (Provisions for Meetings of

Noteholders) to the Note Trust Deed;

"Monthly Period" means, unless otherwise defined in any Supplement, the period

from and including the first day of a calendar month to and including the last day of

the same calendar month;

"Moody's" means Moody's Investors Service Limited or any successor to its rating

business;

"Most Senior Class of Notes" means the Class A Notes for so long as there are any

Class A Notes outstanding, thereafter the Class B Notes for so long as there are any

Class B Notes outstanding, thereafter the Class C Notes for so long as there are any

Class C Notes outstanding, thereafter the Class D Notes for so long as there are any

Class D Notes outstanding, thereafter the Class E Notes for so long as there are any

Class E Notes outstanding and thereafter the Class F Notes;

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"NewDay Group" means NewDay Group Holdings S.à r.l. (or any successor holding

company which directly or indirectly holds the shares in the Originator and the

Transferor and delivers a notice to the Receivables Trustee to that effect) and its

subsidiaries;

"Note Certificates" means the Global Note Certificates and the Individual Note

Certificates;

"Note Conditions" means, in relation to the Notes, the terms and conditions of the

Notes set out in schedule 1 (Terms and Conditions of the Notes) to the Note Trust

Deed as the same may from time to time be modified in accordance with the Note

Trust Deed and any reference to a particular "Note Condition" shall be construed

accordingly;

"Note Trust Deed" means the deed so named dated on or about the date hereof

between the Issuer and the Note Trustee;

"Note Trustee" means HSBC Corporate Trustee Company (UK) Limited, a private

company limited by shares incorporated under the laws of England and Wales with

registration number 06447555, having its registered office at 8 Canada Square,

London E14 5HQ, England and any successor or additional trustee appointed under

the Note Trust Deed;

"Noteholders" means the Class A Noteholders, the Class B Noteholders, the Class C

Noteholders the Class D Noteholders, the Class E Noteholders and the Class F

Noteholders;

"Notes" means the Class A Notes, the Class B Notes, the Class C Notes, the Class D

Notes, the Class E Notes and the Class F Notes;

"Notice" means any notice delivered under or in connection with any Issuer

Document;

"Notice of Assignment to Transaction Parties" means a notice in, or substantially in,

the form set out in schedule 7 (Form of Notice of Assignment to Transaction Parties)

to the Note Trust Deed;

"Notices Condition" means Note Condition 18 (Notices);

"Notices Details" means the notices details of each party set out in Schedule 3

(Notices Details);

"Obligations" means all the legal obligations of the Issuer created by or arising under

the Notes and the Issuer Documents;

"Obligor" or "Obligors" means, with respect to any Account, the person or persons

obliged directly or indirectly to make payments in respect of Receivables generated

on that Account;

"Officer's Certificate" means a certificate given by an officer or an authorised

signatory of the relevant Transaction Party, whose name appears on a list of officers

178062-3-5551-v7.0 - 14- 70-40594887

or an authorised signatory list furnished to the Note Trustee, as such list may from

time to time be amended;

"Official List" means the official list, admission to which is regulated by the listing

rules made by the UKLA under Part VI of the Financial Services and Markets Act

2000;

"Originator" means NewDay Ltd, a private limited company incorporated under the

laws of England and Wales with registered number 07297722, having its registered

office at Two Pancras Square, London N1C 4AG, United Kingdom;

"Originator VFN Loan Note" means the variable funding loan note issued by the

Loan Note Issuer to the Transferor on or about the Closing Date, which, inter alia,

provides credit and dilution enhancement to certain other Series;

"outstanding" means, in relation to the Notes, all the Notes other than:

(a) those which have been redeemed in full in accordance with the Note

Conditions;

(b) those in respect of which the date for redemption, in accordance with the

provisions of the Note Conditions, has occurred and for which the redemption

monies (including all interest accrued thereon to such date for redemption)

have been duly paid to the Note Trustee or the Principal Paying Agent in the

manner provided for in the Paying Agency and Agent Bank Agreement (and,

where appropriate, notice to that effect has been given to the Noteholders in

accordance with the Notices Condition) and remain available for payment in

accordance with the Note Conditions;

(c) those which have been redeemed and surrendered for cancellation as provided

for in Note Condition 7 (Redemption) and notice of the cancellation of which

has been given to the Note Trustee; and

(d) those which have become void under the Note Conditions,

provided that for each of the following purposes, namely:

(i) the right to attend and vote at any meeting of Noteholders;

(ii) the determination of how many and which Notes are for the time being

outstanding for the purposes of clauses 11 (Cancellation of Notes), 14

(Proceedings), 20.1 (Waiver), 20.2 (Modifications) and 21.1 (Appointment of a

new Note Trustee) of the Note Trust Deed and Note Condition 11 (Events of

Default), Note Condition 15(a) (Meetings of Noteholders) and Note Condition

16 (Enforcement) and schedule 4 (Provisions for Meetings of Noteholders);

and

(iii) any discretion, power or authority, whether contained in the Note Trust Deed

or provided by law, which the Note Trustee is required to exercise in or by

reference to the interests of the Noteholders or any of them,

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those Notes (if any) which are for the time being held by the Issuer or a member of

the NewDay Group, or for the benefit of the Issuer or a member of the NewDay

Group shall (unless and until ceasing to be so held) be deemed not to remain

outstanding;

"Participating Member State" means a member state of the European Union which

adopts the Euro as its lawful currency in accordance with the Treaty;

"Pay Out Event" means a Trust Pay Out Event or a Series 2015-1 Pay Out Event;

"Paying Agency and Agent Bank Agreement" means the agreement so named dated

on or about the date hereof between (inter alios) the Issuer, the Agents and the Note

Trustee;

"Paying Agents" means the Principal Paying Agent together with any successor or

additional paying agents appointed from time to time in connection with the Notes

under the Paying Agency and Agent Bank Agreement;

"Paying Transaction Party" means any Transaction Party which is under an

obligation created by an Issuer Document to make a payment to a Receiving

Transaction Party;

"Permitted Activities" means the primary activities of the Issuer to be carried out in

the United Kingdom, which are:

(a) issuing notes from time to time including without limitation the Notes

pursuant to the Note Trust Deed;

(b) granting, in accordance with the Note Trust Deed, the security or additional

security contemplated thereby in favour of the relevant Secured Creditors and

Security Beneficiaries;

(c) engaging in other activities pursuant to the terms of the Note Trust Deed that

are necessary or incidental to accomplish these purposes; and

(d) any other activities contemplated or permitted by the Issuer Documents;

"Permitted Investments" means any one or more of the following:

(a) demand or time deposits made with, or certificates of deposit and other short-

term unsecured debt obligations issued by, a financial institution, provided

that, in each case, at the time the deposit is made or the certificate or

obligation is acquired, the then current rating from each Rating Agency which

then rates any outstanding Rated Debt of the unsecured and unguaranteed debt

obligations of that institution (or, where the investment in question is

guaranteed, of the guaranteeing institution) is (i) at least A-1 short-term or

(where no short-term rating is available) at least A+ long-term from S&P, at

least P-1 short-term or (where no short-term rating is available) at least A1

long-term from Moody's, at least F1 short-term or (where no short-term rating

is available) at least A long-term from Fitch, at least 'A' or R-1 (middle) by

DBRS, or (ii) consistent with such other rating as is consistent with the then

prevailing published rating criteria of the relevant Rating Agency; or

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(b) short-term unsecured debt obligations (including commercial paper) issued by

a body corporate, provided that, in each case, at the time the obligation is

acquired, the then current rating from each Rating Agency which then rates

any outstanding Rated Debt of the unsecured and unguaranteed debt

obligations of that body corporate (or, where the debt obligations in question

are guaranteed, of the guaranteeing institution) is (i) at least A-1 short-term or

(where no short-term rating is available) at least A+ long-term from S&P, at

least P-1 short-term or (where no short-term rating is available) at least A1

long-term from Moody's, at least F1 short-term or (where no short-term rating

is available) at least A long-term from Fitch, at least 'A' or R-1 (middle) by

DBRS, or (ii) consistent with such other rating as is consistent with the then

prevailing published rating criteria of the relevant Rating Agency,

provided that no withholding or deduction for or on account of Tax will be made on

any payments of interest or principal in respect of any such investment (except that,

where any withholding or deduction on interest results in a net amount of interest

being paid which the Servicer considers is a reasonable return for the amount of

principal invested, such an investment would not result in a breach of this proviso),

and provided further that no such instrument will be a volatile instrument (as

specified in the Rating Agencies' published criteria) and/or an instrument issued by a

mutual fund or similar investment vehicle, and provided further that each such

instrument shall mature, or be capable of realisation, at the latest on the Business Day

preceding the following Transfer Date so that such funds will be available for

withdrawal on or prior to the following Transfer Date;

"Principal Amount Outstanding" means, in relation to a Note on any date, the

principal amount of that Note on the Closing Date, less the aggregate amount of all

repayments of principal in respect of that Note that have become due and payable

(and been paid) by the Issuer to the Noteholder concerned by virtue of the Issuer

having received funds in respect thereof from the Loan Note Issuer as described in

Note Condition 7 (Redemption) prior to such date in accordance with the conditions

of the Series 2015-1 Loan Notes, provided that, solely for the purpose of calculating

the Principal Amount Outstanding under Note Conditions 6 (Interest), 7 (Redemption),

11 (Events of Default) and 15 (Meetings of Noteholders, Modification and Waiver,

Substitution and Addition), all such repayments of principal due and unpaid on or

prior to such date shall also be taken into account as forming part of such Principal

Amount Outstanding;

"Principal Paying Agent" means HSBC Bank plc, a public limited company

incorporated under the laws of England and Wales with registration number

00014259, having its registered office at 8 Canada Square, London E14 5HQ,

England in its capacity as principal paying agent or any successor principal paying

agent appointed in accordance with the Paying Agency and Agent Bank Agreement;

"Proceedings" means any legal proceedings relating to a Dispute;

"Prospectus" means, in relation to the Notes, the prospectus published by the Issuer

dated on or about 12 June 2015 relating to the issue of the Notes;

"Provisions for Meetings of Noteholders" means the provisions contained in

schedule 4 (Provisions for Meetings of Noteholders) of the Note Trust Deed;

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"Qualified Institution" means (i) an institution which is a bank within the meaning

of section 991 of the Income Tax Act 2007 and for the purposes of section 878 of the

Income Tax Act 2007 and which pays any interest under any relevant Issuer

Document in the ordinary course of its business and is (ii) an institution which,

insofar as the relevant Rating Agency rates any Related Debt or Associated Debt, at

all times has (a) a short-term unsecured debt rating of at least F1 by Fitch and a long-

term unsecured debt rating of at least A by Fitch; (b) a long-term senior debt and

deposits rating of at least A by DBRS, or in the absence of a rating assigned by DBRS,

a DBRS Equivalent Rating at least equal to A by DBRS, or such other rating from

time to time notified or published by DBRS replacing any of the above ratings or

implementing a rating requirement; and/or (c) such other short-term or long-term

rating which is otherwise acceptable to the relevant Rating Agency.

"Qualifying Swap Agreement" has the meaning given to it in the Master Framework

Agreement;

"Rate of Interest" means the rate or rates (expressed as a percentage per year) of

interest payable in respect of the Notes calculated or determined in accordance with

the provisions of the relevant Note Conditions;

"Rated Debt" means, in respect of any Series, any Related Debt or Associated Debt

which is rated by one or more Rating Agencies where such rating was procured by the

Loan Note Issuer and/or the issuer of the relevant Associated Debt and, in respect of a

VFN Series only, which is expressly designated as being Rated Debt for the purposes

of the transaction;

"Rating" means the rating of each Class of Notes given by each of the Rating

Agencies;

"Rating Agencies" means:

(a) with respect to Series 2015-1, Fitch and DBRS; and

(b) with respect to any other Series, the rating agency or agencies, if any, selected

by the Loan Note Issuer and/or the issuer of the relevant Associated Debt to

provide a rating for any Associated Debt and/or Related Debt, as applicable;

"Rating Confirmation" has the meaning given to it in the Master Framework

Agreement;

"Receivables" has the meaning given to it in the Master Framework Agreement;

"Receivables Securitisation Deed" or "RSD" means the receivables securitisation

deed dated on or about the date of this Agreement between the Transferor and the

Receivables Trustee;

"Receivables Trust" means the trusts constituted pursuant to the Receivables Trust

Deed and Servicing Agreement as set out in clause 3.1 (Receivables Trust Deed) of

the Receivables Trust Deed and Servicing Agreement;

"Receivables Trust Deed and Servicing Agreement" means the receivables trust

deed and servicing agreement dated on or about the date of this Agreement, between,

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inter alios, the Receivables Trustee, the Transferor, the Transferor Beneficiary, the

Servicer and the Loan Note Issuer and all amendments thereof and supplements

thereto from time to time, including any Supplement;

"Receivables Trustee" means NewDay Funding Receivables Trustee Ltd, in its

capacity as trustee of the Receivables Trust pursuant to the terms of the Receivables

Trust Deed and Servicing Agreement, and its permitted successors and any person

appointed as a successor trustee, co-trustee or separate trustee of the Receivables

Trust in accordance with the provisions of the Receivables Trust Deed and Servicing

Agreement or by operation of law;

"Receivables Trustee Account Bank" means HSBC Bank plc, a public limited

company incorporated under the laws of England and Wales with registration number

14259, having its registered office at 8 Canada Square, London E14 5HQ, England,

and/or any successor account bank;

"Receivables Trustee Account Bank Agreement" means the account bank


supplemented and/or novated from time to time, between, inter alios, the Receivables

Trustee and the Receivables Trustee Account Bank;

"Receivables Trustee Corporate Services Agreement" means the corporate services


supplemented and/or novated from time to time, between the Receivables Trustee and

the Receivables Trustee Corporate Services Provider;

"Receivables Trustee Corporate Services Provider" means Structured Finance

Management Offshore Limited, a company incorporated under the laws of Jersey with

registered number 83135, whose registered office is at 47 Esplanade, St. Helier,

Jersey JE1 0BD, in its capacity as corporate services provider under the Receivables

Trustee Corporate Services Agreement;

"Receiver" means any receiver, manager or administrative receiver appointed in

respect of the Issuer by the Note Trustee in accordance with clause 8 (Provisions

Relating to Receiver) of the Note Trust Deed;

"Receiving Transaction Party" means, where one Transaction Party is required by

an Issuer Document to make payment to another Transaction Party, the Transaction

Party which is to receive such payment;

"Record Date" has the meaning given to it in Note Condition 9 (Payments);

"Register" means the register maintained by the Registrar in accordance with

clause 4.1 (Maintenance of the Register) of the Paying Agency and Agent Bank

Agreement;

"Regulation S" means Regulation S under the Securities Act;

"Regulation S Global Note Certificates" means, in relation to any Class of Notes, an

unrestricted note certificate representing Notes of such Class to be issued pursuant to

clause 9.1 (Global Note Certificates) of the Note Trust Deed substantially in the form

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set out in schedule 2 (Form of Regulation S Global Note Certificate) to the Note Trust

Deed;

"Regulation S Individual Note Certificates" means, in relation to a Class of Notes, a

restricted individual note certificate representing a Noteholder's entire holding of

Notes of such Class of Note in the form or substantially in the form set out in

schedule 3 (Form of Regulation S Individual Note Certificate) to the Note Trust Deed;

"Regulations" means the regulations concerning transfers and registration of Notes in

schedule 1 (Regulations Concerning Transfers and Registration of Notes) to the

Paying Agency and Agent Bank Agreement;

"Regulatory Direction" means, in relation to any person, a direction or requirement

of any Governmental Authority with whose directions or requirements such person is

required to or accustomed to comply;

"Related Debt" means, with respect to an Investor Interest in any Series, any Loan

Note issued by the Investor Beneficiary holding such Investor Interest, or other debt

described as such in the related Supplement in respect of such Series (if any), in each

case as further specified in the related Supplement for such Series;

"repay" includes "redeem" and vice versa and "repaid", "repayable", "repayment",

"redeemed", "redeemable" and "redemption" shall be construed accordingly;

"Requirement of Law" in respect of any person means:

(a) any law, treaty, rule, requirement or regulation;

(b) a notice by or an order of any court having jurisdiction;

(c) a mandatory requirement of any regulatory authority having jurisdiction; or

(d) a determination of an arbitrator or Governmental Authority,

in each case applicable to or binding upon that person or to which that person is

subject;

"S&P" means Standard & Poor's Credit Market Services Europe Limited or any

successor to its rating business;

"Secretary" means any secretary of the Issuer from time to time;

"Secured Creditors" means (i) the Noteholders; and (ii) the Note Trustee and any

Receiver appointed by the Note Trustee, pursuant to the Note Trust Deed;

"Secured Obligations" means all amounts due to the Secured Creditors in accordance

with the terms and conditions of the Issuer Documents;

"Secured Property" means all the property of the Issuer which is subject to the

Security created pursuant to the Note Trust Deed;

"Securities Act" means the United States Securities Act of 1933, as amended;

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"Security" has the meaning given to it in clause 3.1 (Creation of Security) of the Note

Trust Deed;

"Security Beneficiaries" means the Agents and the Issuer Account Bank;

"Security Trust Deed and Cash Management Agreement" means the security trust

deed and cash management agreement dated on or about the date hereof between,

inter alios, the Security Trustee and the Loan Note Issuer pursuant to which the

Security Trustee will act as trustee for the benefit of the secured creditors of the Loan

Note Issuer and all amendments thereof and supplements thereto from time to time,

including the Series 2015-1 Loan Note Supplement;

"Security Trustee" means HSBC Corporate Trustee Company (UK) Limited, a

private company limited by shares incorporated under the laws of England and Wales

with registration number 06447555, having its registered office at 8 Canada Square,

London E14 5HQ, England, in its capacity as trustee pursuant to the Security Trust

Deed and Cash Management Agreement and any successor security trustee or any

person appointed as a successor trustee, co-trustee or separate trustee in accordance

with the Security Trust Deed and Cash Management Agreement;

"Series" has the meaning given to it in the Master Framework Agreement;

"Series 2015-1" has the meaning given to it in the Series 2015-1 RTDSA Supplement;

"Series 2015-1 Loan Note Supplement" means a deed dated on or about the Closing

Date in respect of the Series 2015-1 Loan Notes between, inter alios, the Security

Trustee and the Loan Note Issuer, which is supplemental to the Security Trust Deed

and Cash Management Agreement;

"Series 2015-1 Loan Notes" means each of the Class A Loan Note, the Class B Loan

Note, the Class C Loan Note, the Class D Loan Note, the Class E Loan Note and the

Class F Loan Note;

"Series 2015-1 Pay Out Event" has the meaning specified in the Series 2015-1

RTDSA Supplement;

"Series 2015-1 RTDSA Supplement" means a deed dated on or about the Closing

Date between, inter alios, the Receivables Trustee and the Loan Note Issuer, which is

supplemental to the Receivables Trust Deed and Servicing Agreement;

"Servicer" means NewDay Cards Ltd, a private limited company incorporated under

the laws of England and Wales with registered number 04134880, having its

registered office at Two Pancras Square, London N1C 4AG, together with any

successor appointed in accordance with clause 12.3 (Receivables Trustee to Act:

Appointment of Successor) of the Receivables Trust Deed and Servicing Agreement;

"Share Declaration of Trust" means the declaration of trust so named dated 28 April

2015 and executed by the Holdings Share Trustee;

"Specified Office" means the offices of each Agent specified in schedule 2 (Specified

Offices of the Agents) to the Paying Agency and Agent Bank Agreement or as

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otherwise notified to the Issuer and the Note Trustee in accordance with the terms of

the Paying Agency and Agent Bank Agreement;

"SPV Criteria" means the criteria established from time to time by the Rating

Agencies for a single purpose company in the Issuer's Jurisdiction;

"Step-Up Date" has the meaning given to it in the Series 2015-1 RTDSA Supplement;

"Stock Exchange" means the Main Market operated by London Stock Exchange Plc;

"Subscription Agreement" means the agreement between, amongst others, the Issuer

and the Joint Lead Managers, concerning the subscription for and purchase of the

Notes;

"Substituted Issuer" has the meaning given to it in clause 21.3 (Substitution) of the

Note Trust Deed;

"Supplement" means the supplement to the Receivables Trust Deed and Servicing

Agreement;

"Swap Agreement" has the meaning given to it in the Master Framework Agreement;

"Tax" shall be construed so as to include any present or future tax, levy, impost, duty,

charge, fee, deduction or withholding of any nature whatsoever (including any penalty

or interest payable in connection with any failure to pay or any delay in paying any of

the same) and "Taxes", "taxation", "taxable" and comparable expressions shall be

construed accordingly;

"Tax Authority" means any government, state, municipal, local, federal or other

fiscal, revenue, customs or excise authority, body or official responsible for the

imposition, administration or collection of any Tax anywhere in the world, including

HM Revenue and Customs;

"Tax Deduction" means any deduction or withholding on account of Tax;

"Transaction Documents" has the meaning given to it in the Master Framework

Agreement;

"Transaction Party" means any person who is a party to an Issuer Document;

"Transfer Date" means, in relation to any Monthly Period or Collection Period, the

Business Day immediately prior to the Distribution Date immediately following the

end of such Monthly Period or Collection Period;

"Transferor" means NewDay Funding Transferor Ltd, in its capacity as transferor of

certain Receivables to the Receivables Trustee pursuant to the provisions of the

Receivables Securitisation Deed;

"Transferor Beneficiary" means the Transferor, in its capacity as transferor

beneficiary of the Receivables Trust;

"Treaty" means the Treaty on the Functioning of the European Union;

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"Trust Corporation" means a corporation entitled by the rules made under the Public

Trustee Act 1906 to act as a trustee or entitled pursuant to any other legislation

applicable to a trustee in any jurisdiction other than England and Wales to act as Note

Trustee and carry on trust business under the laws of the country of its incorporation;

"Trust Pay Out Event" has the meaning given to it in clause 7.1 (Trust Pay Out

Events) of the Receivables Trust Deed and Servicing Agreement;

"Trustee Acts" means both the Trustee Act 1925 and the Trustee Act 2000 of

England and Wales;

"UKLA" means the UK Listing Authority in its capacity as the competent authority

for the purposes of Part VI of the Financial Services and Markets Act 2000;

"VAT" means value added tax as imposed by VATA and legislation and regulations

supplemental thereto and any other tax of a similar nature imposed (instead of or in

addition to value added tax) from time to time;

"VAT Group" means a group for the purposes of the VAT Grouping Legislation;

"VAT Grouping Legislation" means (a) sections 43 to 43D (inclusive) of VATA and

(b) the Value Added Tax (Groups: eligibility) Order 2004 (SI 2004/1931);

"VATA" means the Value Added Tax Act 1994;

"VFN Series" means a Series in which the Related Debt comprises Loan Notes which

may, in accordance with their terms, periodically have their Principal Amount

Outstanding (as defined in the Security Trust Deed and Cash Management Agreement)

increased or decreased at the option of the Loan Note Issuer; and

"Written Resolution" means a resolution in writing signed by or on behalf of all

holders of the Notes of the relevant Class for the time being outstanding who for the

time being are entitled to receive notice of a Meeting in accordance with the

provisions of schedule 4 (Provisions for Meetings of Noteholders) to the Note Trust

Deed whether contained in one document or several documents in the same form,

each signed by or on behalf of one or more such holders of the Notes.

2. PRINCIPLES OF INTERPRETATION AND CONSTRUCTION

2.1 Knowledge

2.1.1 References in any Issuer Document to the expression "so far as the Transferor

is aware", or "to the best of the knowledge, information and belief of the

Transferor", or any similar expression in respect of any matter shall be deemed

to refer to the actual knowledge, in their area of responsibility, of senior

officers of the Transferor together with the knowledge which such persons

would have had, had the procedures regularly used by the Transferor in the

day to day operation of its consumer finance business actually been carried out,

provided that, for the avoidance of doubt, the Transferor shall be under no

obligation to make any enquiry of any other person to ascertain the truth or

accuracy of the matter to which such expression relates.

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2.1.2 References in any Issuer Document to the expressions "so far as the Note

Trustee is aware" or "to the best of the knowledge, information and belief of

the Note Trustee" or any similar expression in respect of any matter shall be

deemed to refer to the actual knowledge of senior officers of the Note Trustee.

2.2 Interpretation

Any reference in the Issuer Documents to:

a document being in an "agreed form" means that the form of the document in

question has been agreed between the proposed parties thereto and that a copy thereof

has, on the instructions of such parties, been signed for the purposes of identification

by Clifford Chance LLP;

a "Class" shall, as the context shall require, be a reference to (i) a class of Notes,

being the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the

Class E Notes or the Class F Notes or, (ii) a class of Noteholders, being the Class A

Noteholders, the Class B Noteholders, the Class C Noteholders, the Class D

Noteholders, the Class E Noteholders or the Class F Noteholders;

"continuing", in respect of an Event of Default, shall be construed as a reference to

an Event of Default which has not been remedied or waived in accordance with the

terms of the Note Conditions;

"Euroclear" and/or "Clearstream, Luxembourg" shall, wherever the context so

admits, be deemed to include reference to any additional or alternative clearing

system approved by the Issuer and the Note Trustee in relation to the Notes;

a "Noteholder" or "holder" of any Note means the registered owner of that Note and

the words "Noteholders" and "holders" and related expressions shall (where

appropriate) be construed accordingly, provided that, if such Note is registered in the

name of a nominee for one or more Clearing Systems, such expressions shall, except

where the context otherwise requires, mean and include any person entitled to any

beneficial interest in such Note;

"including" shall be construed as a reference to "including without limitation", so

that any list of items or matters appearing after the word "including" shall be deemed

not to be an exhaustive list, but shall be deemed rather to be a representative list, of

those items or matters forming a part of the category described prior to the word

"including";

"indebtedness" shall be construed so as to include any obligation (whether incurred

as principal or as surety) for the payment or repayment of money, whether present or

future, actual or contingent;

a "law" shall be construed as any law (including common or customary law), statute,

constitution, decree, judgment, treaty, regulation, directive, by-law, order or any other

legislative measure (whether primary legislation or regulations or other subsidiary

legislation made pursuant to primary legislation) of any government, supranational,

local government, statutory or regulatory body or court;

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a "month" is a reference to a period starting on one day in a calendar month and

ending on the numerically corresponding day in the next succeeding calendar month

except that:

(a) if any such numerically corresponding day is not a Business Day, such period

shall end on the immediately succeeding Business Day to occur in that next

succeeding calendar month or, if none, it shall end on the immediately

preceding Business Day; and

(b) if there is no numerically corresponding day in that next succeeding calendar

month, that period shall end on the last Business Day in that next succeeding

calendar month,

provided that the above rules of interpretation shall apply only to the last month in

any period of two or more months (and references to "months" shall be construed

accordingly);

a "Person" or "person" shall be construed as a reference to any person, firm,

company, corporation, government, state or agency of a state or any association or

partnership (whether or not having separate legal personality) of two or more of the

foregoing;

"principal" shall, where applicable, include premium;

"repay", "redeem" and "pay" shall each include both of the others and "repaid",

"repayable" and "repayment", "redeemed", "redeemable" and "redemption" and

"paid", "payable" and "payment" shall be construed accordingly;

any "Transaction Party" shall be construed so as to include its and any subsequent

successors and transferees in accordance with their respective interests;

"set-off" shall include equivalent or analogous rights or actions under other applicable

laws;

a "subsidiary" or "holding company" is to be construed in accordance with section

1159 of the Companies Act 2006 and a "subsidiary undertaking" or "parent

undertaking" is to be construed in accordance with section 1162 of the Companies

Act 2006;

a "successor" of any party shall be construed so as to include an assignee, transferee

or successor in title of such party and any person who under the laws of the

jurisdiction of incorporation or domicile of such party has assumed the rights and

obligations of such party under the relevant Issuer Document or to which, under such

laws, such rights and obligations have been transferred; and

a "wholly-owned subsidiary" of a company or corporation or other entity shall be

construed as a reference to any company, corporation or other entity which has no

other members except that other company, corporation or other entity and that other

company's, corporation's or other entity's wholly-owned subsidiaries or persons acting

on behalf of that other company, corporation or other entity or its wholly-owned

subsidiaries.

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2.3 DBRS

In respect of any reference to a rating downgrade by DBRS, a party will be treated as

having being downgraded by DBRS if: (i) such party is or has been rated by DBRS

and such rating has been lowered or withdrawn; or (ii) such party is not rated by

DBRS but ceases to have a DBRS Equivalent Rating.

2.4 Currency symbols

"£", "pounds sterling" and "Sterling" denote the lawful currency of the United

Kingdom.

2.5 Issuer Documents and other agreements

Any reference to the Issuer Master Framework Agreement, to any Issuer Document,

to the Note Conditions or any other agreement or document shall be construed as a

reference to this Agreement, such Issuer Document, the Note Conditions or, as the

case may be, such other agreement or document as the same may have been, or may

from time to time be, amended, restated, varied, novated, supplemented or replaced

and to documents entered into pursuant thereto.

2.6 Statutes, Legislation and Treaties

Any reference to a statute (whether primary legislation or regulations or other

subsidiary legislation made pursuant to primary legislation), treaty or any other

legislative measure shall be construed as a reference to such statute, treaty or other

legislative measure as the same may have been, or may from time to time be,

amended or, in the case of a statute, re-enacted.

2.7 Headings

In any Issuer Document, section, part, schedule, paragraph and clause headings are for

ease of reference only.

2.8 Time

Any reference in any Issuer Document to a time of day shall, unless a contrary

indication appears, be a reference to London time.

2.9 Schedules

Any schedule of, or appendix to an Issuer Document forms part of such Issuer

Document and shall have the same force and effect as if the provisions of such

schedule or appendix were set out in the body of such Issuer Document. Any

reference to an Issuer Document shall include any such schedule or appendix.

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2.10 Sections

Except as otherwise specified in an Issuer Document, reference in an Issuer

Document to:

2.10.1 a "Section" shall be construed as a reference to a section of such Issuer

Document;

2.10.2 a "Part" shall be construed as a reference to a part of such Issuer Document;

2.10.3 a "Schedule" shall be construed as a reference to a schedule of such Issuer

Document;

2.10.4 a "Clause" shall be construed as a reference to a clause of a part or Section of

such Issuer Document;

2.10.5 a "paragraph" shall be construed as a reference to a paragraph of a schedule

of such Issuer Document; and

2.10.6 "this Agreement" shall be construed as a reference to such Issuer Document

together with any schedules thereto.

2.11 Number

In any Issuer Document, save where the context otherwise requires, words importing

the singular number include the plural and vice versa.

2.12 Enforcement of rights

In the Issuer Documents, any reference to an action, remedy or method of judicial

proceedings for the enforcement of rights of creditors shall include, in respect of any

jurisdiction other than England, references to such action, remedy or method of

judicial proceedings for the enforcement of rights of creditors available or appropriate

in such jurisdiction as shall most nearly approximate thereto.

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SCHEDULE 2

COMMON TERMS

PART 1

GENERAL LEGAL TERMS

1. FURTHER ASSURANCE

Each Transaction Party referred to as an "Obligor" in any Issuer Document for the

purposes of this paragraph shall (at such Transaction Party's cost) do and execute, or

arrange for the doing and executing of, each necessary act, document and thing

reasonably within its power and as may be reasonably requested of it by the

Transaction Party referred to as an "Obligee" in such Issuer Document for the

purposes of this paragraph in order to implement and/or give effect to such Issuer

Document and the transactions contemplated thereunder.

2. ENTIRE AGREEMENT

2.1 Entire Agreement

The Issuer Documents and any document referred to in the Issuer Documents

constitute the entire agreement and understanding between the Transaction Parties

relating to the transactions contemplated thereunder and supersede any previous

agreements between the parties relating to the subject matter of the Issuer Documents.

2.2 No reliance

Each Transaction Party agrees that:

2.2.1 it has not entered into any of the Issuer Documents in reliance upon any

representation, warranty or undertaking of any other Transaction Party which

is not expressly set out or referred to in one of the Issuer Documents; and

2.2.2 except in respect of an express representation or warranty under any of the

Issuer Documents, it shall not have any claim or remedy (whether in equity,

contract or tort, under the Misrepresentation Act 1967 or in any other way) in

respect of any misrepresentation or breach of warranty by any other

Transaction Party or in respect of any untrue statement by any other

Transaction Party, regardless of whether such misrepresentation, breach or

untrue statement was made, occurred or was given prior to the execution of

any of the Issuer Documents.

2.3 Breach of Duty

Nothing in this paragraph 2 shall have the effect of limiting or restricting any liability

of a Transaction Party arising as a result of any Breach of Duty.

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3. APPLICATION OF COMMON TERMS

3.1 Separate parties

Where any Transaction Party acts in more than one capacity, the provisions of these

Common Terms shall apply to such person as though it were a separate party in each

such capacity.

3.2 Inconsistency

If a term or provision of any Issuer Document (not including a term or provision

relating to VAT) is inconsistent with any provision of these Common Terms or any

term defined in Schedule 1 (Master Definitions Schedule), the term or provision of

such Issuer Document shall prevail. If a term or provision of any Issuer Document

relating to VAT is inconsistent with any provision of these Common Terms or any

term defined in Schedule 1, the provision of these Common Terms or such defined

term shall prevail.

4. NOTE TRUSTEE PARTY TO ISSUER DOCUMENTS

4.1 Better preservation and enforcement of rights

Except where any Issuer Document provides otherwise, the Note Trustee has agreed

to become a party to the Issuer Documents to which it is a party for the better

preservation and enforcement of its rights under such Issuer Documents and shall not

assume any liabilities or obligations under any Issuer Document unless such

obligation or liability is expressly assumed by the Note Trustee in such Issuer

Document.

4.2 Note Trustee has no responsibility

The Note Trustee shall not have any responsibility for any of the obligations of the

other Transaction Parties and the other Transaction Parties acknowledge that the Note

Trustee has no such responsibility and that the Note Trustee is entitled to the

protections contained in and on the terms set out in the Note Trust Deed.

5. CHANGE OF NOTE TRUSTEE

5.1 Successor Trustee

If there is any change in the identity of the Note Trustee in accordance with the terms

of the Note Trust Deed, each of the other Transaction Parties shall execute such

documents and take such action as the new Note Trustee and the outgoing Note

Trustee may reasonably require for the purposes of vesting in the new Note Trustee

the benefit of the Issuer Documents and the rights, powers and obligations of the Note

Trustee under the Issuer Documents, and releasing the outgoing Note Trustee from its

future obligations under the Issuer Documents.

5.2 Merger

Any corporation into which the Note Trustee may be merged or converted or with

which it may be consolidated, or any corporation resulting from any merger,

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conversion or consolidation to which the Note Trustee (to the greatest extent

permitted by law) shall be a party, or any corporation succeeding to all or

substantially all the corporate trust business of the Note Trustee, shall be the successor

of the Note Trustee hereunder, provided such corporation shall be otherwise qualified

and eligible under this paragraph, without the execution or filing of any documents or

any further act on the part of any of the parties hereto.

6. SERVICES NON-EXCLUSIVE

6.1 Non-Exclusivity

Subject to the provisions of the Issuer Documents, nothing in the Issuer Documents

shall prevent any Transaction Party from rendering services similar to those provided

for in the Issuer Documents to other persons, firms or companies or from carrying on

any business similar to or in competition with the business of any of the Transaction

Parties.

6.2 Existing Businesses

Nothing in the Issuer Documents shall prevent any Transaction Party from carrying

on its own business in the manner which it thinks fit, unless, by so doing, it would

render itself unable to perform its obligations under the Issuer Documents in the

manner contemplated in the Issuer Documents.

7. RESTRICTION ON ENFORCEMENT OF SECURITY, NON-PETITION AND

LIMITED RECOURSE

7.1 Restriction on Enforcement of Security, Non-Petition and Limited Recourse

7.1.1 Each Transaction Party (other than the Issuer and the Note Trustee) agrees

with the Issuer and the Note Trustee to be bound by the terms of the Note

Trust Deed (and, in particular, that no amount shall be payable by the Issuer to

it unless and until all amounts required by the relevant priority of payments

and the other provisions of the Note Trust Deed to be paid or provided for in

priority to that amount have been paid or provided for in full).

7.1.2 Each Transaction Party (other than the Issuer) agrees with the Issuer that it

shall not be entitled to take any actions, steps or proceedings which would

result in the priority of payments as specified in the Note Trust Deed not being

observed.

7.1.3 Each Transaction Party (other than the Note Trustee) agrees that only the Note

Trustee may enforce the security created by the Note Trust Deed and that no

Transaction Party (apart from the Note Trustee) shall take any steps for the

purpose of recovering any of the amounts owing to it by the Issuer or

enforcing any rights arising under or in connection with any of the Issuer

Documents against the Issuer or procuring the winding-up, administration,

bankruptcy or liquidation of the Issuer or any similar insolvency procedure in

any applicable jurisdiction in respect of any of their respective liabilities or to

direct the Note Trustee to do so.

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7.1.4 If the resources available to the Issuer (as the case may be) at any time are

insufficient to pay any liability in full, after payment of all other liabilities

ranking in priority to it in accordance with the provisions of Note Trust Deed,

the Transaction Party to which that liability is owed shall have no further

claim against the Issuer at that time in respect of that unpaid amount and shall

not then exercise any remedies against the Issuer in respect of that unpaid

amount and the Issuer shall not have any further obligation with respect to that

unpaid amount until and to the extent that it has sufficient resources to pay it

in accordance with this paragraph 7.

7.1.5 Upon the Note Trustee giving written notice to the relevant Transaction

Parties that it has determined in its opinion that there is no reasonable

likelihood of there being any further realisations in respect of the Secured

Property (whether arising from an enforcement of the Security or otherwise)

which would be available to pay unpaid amounts outstanding under the

relevant Issuer Documents, the relevant Transaction Party shall have no

further claim against the Issuer in respect of any such unpaid amounts and

such unpaid amounts shall be discharged in full. Notwithstanding any other

clause or provision in the Issuer Documents, no provision in any Issuer

Document other than Note Condition 8 (Limited Recourse) shall limit or in

any way reduce the amount of interest payable by the Issuer under any Note.

7.1.6 Each Transaction Party (save for the Issuer and the Note Trustee) agrees with

the Issuer and the Note Trustee that if, in the liquidation of the Issuer (and

notwithstanding paragraphs 7.1.1 and 7.1.3), any amount is received by it in

respect of any liability owed to it by the Issuer other than in accordance with

the provisions of the Note Trust Deed, that amount shall be received and held

by it as trustee for the Note Trustee and shall be paid over to, or to the order of,

the Note Trustee immediately upon receipt. This paragraph 7.1.6 shall have

effect only to the extent that it does not constitute or create and is not deemed

to constitute or create any Encumbrance or other security interest of any kind.

7.1.7 This paragraph 7 shall not prevent any Transaction Party from proving in any

winding up or bankruptcy of the Issuer if, without breach by the Transaction

Party of this paragraph 7, the Issuer goes into liquidation or becomes subject

to bankruptcy proceedings.

7.1.8 No recourse under any obligation, covenant or agreement of the Issuer

contained in the Issuer Documents shall be exercised against any shareholder,

officer, agent or director of the Issuer (in whatever capacity) 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 the Issuer

Documents are (to the extent to which each of them is a party) corporate

obligations of the Issuer and no liability shall attach to or be incurred by the

shareholders, officers, agents or directors of the Issuer as such, or any of them,

under or by reason of any of the obligations, covenants or agreements of the

Issuer contained in the Issuer Documents, or implied therefrom, and that any

and all personal liability for breaches by the Issuer 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

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other parties hereto as a condition of and consideration for the execution of the

Issuer Documents.

7.2 Each of the Transaction Parties hereby irrevocably undertakes and agrees that it shall

not, until the expiry of one year and one day after the payment of all sums outstanding

and owing under the latest maturing Associated Debt and Related Debt, take any

corporate action or other steps or legal proceedings for the winding-up, dissolution,

bankruptcy or re-organisation or for the appointment of a receiver, administrator,

administrative receiver, trustee, liquidator, sequestrator, bankruptcy official or similar

officer of the Issuer or of any or all of the revenues and assets of the Issuer provided

that nothing herein shall apply to the extent that it hinders the Note Trustee from

exercising its rights in relation to enforcing the security afforded to it by the Issuer.

8. PROVISIONS RELATING TO THE NOTE TRUST DEED

8.1 Acknowledgements by Secured Creditors

Each Secured Creditor:

8.1.1 acknowledges the Security created by the Note Trust Deed;

8.1.2 undertakes to the Note Trustee not to do anything inconsistent with the

Security or the terms of the Note Trust Deed;

8.1.3 agrees to observe the provisions of the Note Trust Deed;

8.1.4 acknowledges that the Security is held by the Note Trustee for the benefit of

all the Secured Creditors and that any Receiver shall be appointed by the Note

Trustee for the benefit of all the Secured Creditors; and

8.1.5 acknowledges the existence of the rights conferred on the Noteholders by Note

Condition 11 (Events of Default) and Note Condition 16 (Enforcement).

8.2 Secured Creditors and Issuer Documents

Each Secured Creditor shall be bound by, and deemed to have notice of, all of the

provisions of the Issuer Documents as if it were a party to each Issuer Document.

8.3 Restrictions on exercise of Security rights

If the Note Trustee, having become bound to do so, fails:

8.3.1 to deliver an Enforcement Notice; and/or

8.3.2 to take any steps or proceedings to enforce the Security in accordance with

clause 13 (Enforcement) of the Note Trust Deed,

within a reasonable time and such failure is continuing, any Noteholder shall be

entitled to take any such steps and proceedings as it shall deem necessary or desirable

and not involving any breach of paragraph 7 (Restriction on Enforcement of Security,

Non-Petition and Limited Recourse) including steps for the appointment of a

successor Note Trustee.

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8.4 Receipt

The Note Trustee is hereby authorised to execute on behalf of the Secured Creditors a

receipt in respect of all or part only of the Secured Obligations, as may be appropriate

from time to time.

8.5 Recoveries after Enforcement

Except for moneys paid out by the Note Trustee pursuant to and in accordance with

clause 15.1 (Priority of payments) of the Note Trust Deed and Note Condition 4(b)

(Priority of Payments), all monies received or recovered by the Secured Creditors in

respect of the Secured Obligations after delivery of an Enforcement Notice (whether

by way of set–off, retention, compensation, balancing of accounts or otherwise) shall

forthwith be paid to, or to the order of (and pending such payment held on trust for)

the Note Trustee.

9. OBLIGATIONS AS CORPORATE OBLIGATIONS

9.1 No recourse against shareholders and others

No Transaction Party shall have any recourse against any director, shareholder,

officer, agent, employee or director of any other Transaction Party in his capacity as

such, by any Proceedings or otherwise, in respect of any obligation, covenant, or

agreement of such Transaction Party (acting in any capacity whatsoever) contained in

any of the Issuer Documents.

9.2 Corporate obligations

It is expressly agreed and understood that each Issuer Document is a corporate

obligation of each Transaction Party which is a party to such Issuer Document.

9.3 No personal liability

No personal liability shall attach to or be incurred by any shareholder, officer, agent,

employee or director of a Transaction Party in his capacity as such, under or by reason

of any of the obligations, covenants or agreements of such Transaction Party

contained in the Issuer Documents or implied from the Issuer Documents and any and

all personal liability of every such shareholder, officer, agent, employee or director

for breaches by such Transaction Party of any such obligations, covenants or

agreements, either at law or by statute or constitution, is hereby expressly waived by

the other Transaction Parties as a condition of and consideration for the execution of

the Issuer Documents.

9.4 No liability for Obligations of the Issuer

The Transaction Parties, other than the Issuer, shall not have any liability for the

Obligations of the Issuer and nothing in the Issuer Documents shall constitute the

giving of a guarantee or an indemnity or the assumption of any similar obligation by

any of such other Transaction Parties in respect of the performance by the Issuer of

the Obligations.

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10. VARIATION OF DOCUMENTS

A variation of any Issuer Document is valid only if it is in writing and signed by or on

behalf of each Transaction Party which is a party to such Issuer Document.

11. EXERCISE OF RIGHTS AND REMEDIES

11.1 No waiver

A failure to exercise or delay in exercising a right or remedy provided by any Issuer

Document or by law does not constitute a waiver of the right or remedy or a waiver of

other rights or remedies. No single or partial exercise of a right or remedy provided

by any Issuer Document or by law prevents further exercise of the right or remedy or

the exercise of another right or remedy.

11.2 Rights and remedies cumulative

Except where any Issuer Document specifically provides otherwise, the rights and

remedies contained in an Issuer Document are cumulative and not exclusive of rights

or remedies provided by law.

12. PARTIAL INVALIDITY

The invalidity, illegality or unenforceability of a provision of an Issuer Document

does not affect or impair the continuation in force of the remainder of such Issuer

Document.

13. NO PARTNERSHIP

Except where any Issuer Document specifically provides otherwise, no provision of

any Issuer Document creates a partnership between any of the Transaction Parties or

makes a Transaction Party the agent of another Transaction Party for any purpose.

Except where any Issuer Document provides otherwise, a Transaction Party has no

authority or power to bind, to contract in the name of, or to create a liability for

another Transaction Party in any way or for any purpose.

14. CONTINUATION OF OBLIGATIONS

Except to the extent that they have been performed and except where any Issuer

Document specifically provides otherwise, the warranties, representations,

indemnities, and obligations contained in any Issuer Document remain in force from

the date on which they were expressed to take effect until the Final Discharge Date.

15. ASSIGNMENT AND SUBCONTRACTING

15.1 Successors

Each Issuer Document shall be binding upon and enure to the benefit of each

Transaction Party which is a party to such Issuer Document or is otherwise bound by

its terms and its or any subsequent successors and assignees.

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15.2 Assignment

Except where any Issuer Document provides otherwise or with the prior written

consent of the Note Trustee, a Transaction Party (other than the Note Trustee) may

not assign or transfer or purport to assign or transfer a right or obligation under any

Issuer Document to which it is a party.

15.3 Benefit

Each Transaction Party (other than the Note Trustee) is entering into each Issuer

Document to which it is a party for its benefit and not for the benefit of another

person.

15.4 Delegation

Except where any Issuer Document specifically provides otherwise, a Transaction

Party may not subcontract or delegate the performance of any of its obligations under

a Document.

16. RATING CONFIRMATION AND NOTIFICATION

16.1 Notwithstanding that none of the Transaction Parties may have any right of recourse

against the Rating Agencies in respect of any confirmation given by them and relied

upon by the Transaction Parties pursuant to this paragraph 16, the Transaction Parties

shall be entitled to take into account, for the purposes of exercising any power, trust,

authority, duty or discretion under or in relation to the Issuer Documents, and in

considering whether such exercise will not be materially prejudicial to the interests of

the Noteholders, any Rating Confirmation in respect of such exercise. In being

entitled to take into account the fact that the Rating Agencies have confirmed that the

then current ratings of the Notes would not be adversely affected, it is expressly

agreed and acknowledged by the Transaction Parties that the above does not impose

any obligation on any Rating Agency to give such confirmation nor does it impose or

extend any actual or contingent liability for the Rating Agencies to the Transaction

Parties or any other person or create any legal relations between the Rating Agencies

and the Transaction Parties or any other person, whether by way of contract or

otherwise.

16.2 In the absence of fraud, wilful misconduct, bad faith or gross negligence, none of the

Transaction Parties shall have any right of recourse against the Receivables Trustee,

the Transferor, the Originator, the Servicer or the Cash Manager (each, a

"Confirming Party") in respect of any Rating Confirmation or other assurance given

by such Confirming Party to the effect that an action, event or matter, in the opinion

of such Confirming Party, will not result in withdrawal of or reduction in the then

current rating of the Notes.

17. THIRD PARTY TRANSACTION RIGHTS

17.1 Save where expressly specified to the contrary in paragraph 17.2 below, a person who

is not a party to any Issuer Document has no right under the Contracts (Rights of

Third Parties) Act 1999 (the "Third Parties Act") to enforce any term of such Issuer

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Document but this does not affect any right or remedy of a third party which exists or

is available apart from the Third Parties Act.

17.2 The Receivables Trustee, the Transferor, the Originator, the Servicer or the Cash

Manager may enforce the terms of paragraph 16.2 (Rating Confirmation and

Notification) subject to and in accordance with this paragraph 17, paragraph 28

(Jurisdiction) and the provisions of the Third Parties Act.

18. CONFIDENTIALITY

18.1 Confidentiality of information

Subject to paragraph 18.2 (Disapplication of confidentiality provisions), each

Transaction Party agrees that prior to the Final Discharge Date and thereafter it shall

keep confidential and it shall not disclose to any person whatsoever, any information

relating to the business, finances or other matters of a confidential nature of the

Originator, the Servicer, the Cash Manager, the Transferor, the Loan Note Issuer or

the Issuer (as the case may be) which it may have obtained as a result of the execution

of any Issuer Document or of which it may otherwise have become possessed

including any information concerning any Obligor.

18.2 Disapplication of confidentiality provisions

The Transaction Parties shall use all reasonable endeavours to prevent any disclosure

referred to in paragraph 18.1 (Confidentiality of information), provided however that

the provisions of paragraph 18.1 (Confidentiality of information) shall not apply:

18.2.1 to the disclosure of any information to any person who is a Transaction Party

insofar as such disclosure is expressly permitted by the Issuer Documents;

18.2.2 to the disclosure of any information already known to the recipient otherwise

than as a result of entering into any of the Issuer Documents;

18.2.3 to the disclosure of any information with the consent of the relevant

Transaction Parties;

18.2.4 to the disclosure of any information which is or becomes public knowledge

otherwise than as a result of the conduct of the recipient;

18.2.5 to the disclosure of any information:

(a) in order to obtain the admission of the Notes to the Official List;

(b) in connection with the admission of the Notes to trading on the Stock

Exchange; or

(c) which it is necessary or desirable to provide to prospective investors in

the Notes in order to comply with any Requirement of Law;

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18.2.6 to the disclosure of any information with respect to the tax treatment or tax

structure of the transactions contemplated herein, provided that any

disclosure shall encompass solely matters relevant to:

(a) United States federal income taxation to the extent applicable; or

(b) the tax laws of any state or local jurisdiction within the United States

to the extent applicable;

18.2.7 to the extent that the recipient is required to disclose the same pursuant to any

Requirement of Law or any Regulatory Direction;

18.2.8 to the extent that the recipient needs to disclose the same for the exercise,

protection or enforcement of any of its rights under any of the Issuer

Documents or, in the case of the Note Trustee, for the purpose of discharging,

in such manner as it thinks fit, its duties or obligations under or in connection

with the Issuer Documents in each case to such persons as required to be

informed of such information for such purposes or, in the case of the Note

Trustee, in connection with transferring or purporting to transfer its rights and

obligations to a successor Note Trustee (subject to provisions of the Issuer

Documents);

18.2.9 to the extent that the recipient needs to disclose the same to any of its

employees, provided that before any such disclosure each Transaction Party

shall make the relevant employees aware of its obligations of confidentiality

under the relevant Issuer Document and shall at all times procure compliance

with such obligations by such employees;

18.2.10 to the disclosure of any information to professional advisers, including

auditors, who receive the same under a duty of confidentiality;

18.2.11 to the disclosure of any information which any Rating Agency may require to

be disclosed to it or its professional advisers; or

18.2.12 to the disclosure of any information which any of the Joint Lead Managers, in

their capacity as Joint Lead Managers of the transaction, may require to be

disclosed to it or its professional advisers.

19. NOTICES

19.1 Communications in writing

Except as specified in any Issuer Document, any Notice:

19.1.1 shall be in writing:

19.1.2 shall be in the English language or accompanied by a translation thereof into

English certified (by an officer of the person making or delivering the same)

as being a true and accurate translation thereof; and

19.1.3 shall be delivered personally or sent by first class post pre-paid recorded

delivery (and air mail if overseas) or by fax or by e-mail to the party due to

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receive the Notice at its address, fax number or e-mail address and marked for

the attention of the person or persons set out in the Notices Details or to

another address or fax number or e-mail address, or marked for the attention of

another person or persons, specified by the receiving party by not less than 7

days' written notice to the Transaction Parties received before the Notice was

despatched.

19.2 Time of receipt

Unless there is evidence that it was received earlier, a Notice marked for the attention

of the persons specified in accordance with paragraph 19.1 (Communications in

writing) is deemed given:

19.2.1 if delivered personally, when left at the relevant address referred to in

Schedule 3 (Notices Details);

19.2.2 if sent by post, except air mail, two business days after posting it;

19.2.3 if sent by air mail, six business days after posting it;

19.2.4 if sent by fax, when confirmation of its transmission has been recorded by the

sender's fax machine; and

19.2.5 if sent by e-mail, two business days after sending it.

19.3 Business day

In paragraph 19.2 (Time of receipt) "business day" means a day other than a Saturday,

Sunday or public holiday in the country from which the Notice is sent and in the

country to which the Notice is sent.

20. COUNTERPARTS

Each Issuer Document may be executed in any number of counterparts, all of which

taken together shall constitute one and the same instrument.

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PART 2

PAYMENT PROVISIONS

21. CALCULATIONS AND PAYMENTS

21.1 Basis of accrual

Except as otherwise provided in any Issuer Document, any interest, commission or

fees due from one Transaction Party to another under any Issuer Document shall

accrue from day to day and shall be calculated on the basis of a year of 365 days and

the actual number of days elapsed (or, in any case where market practice differs, in

accordance with market practice).

21.2 Currency indemnity

If any sum (a "Sum") due from a Paying Transaction Party to a Receiving Transaction

Party under any Issuer Document or any order, judgment, award or decision given or

made in relation thereto has to be converted from the currency (the "First Currency")

in which such Sum is payable into another currency (the "Second Currency") for the

purpose of:

21.2.1 making or filing a claim or proof against the Paying Transaction Party; or

21.2.2 obtaining or enforcing an order, judgment, award or decision in any court or

other tribunal,

the Paying Transaction Party shall indemnify the Receiving Transaction Party from

and against any loss suffered or incurred as a result of any discrepancy between (a)

the rate of exchange used for such purpose to convert such Sum from the First

Currency into the Second Currency and (b) the rate or rates of exchange available to

such person at the time of receipt of such Sum.

21.3 Currency of account and payment

Except where specified otherwise, Sterling is the currency of account and payment for

each and every sum at any time due from one Transaction Party to another under the

Issuer Documents, except that each payment in respect of costs and expenses in

respect of an Issuer Document shall be made in the currency in which the same were

incurred.

21.4 Payments to other Transaction Parties

On each date on which any Issuer Document requires an amount to be paid by one

Transaction Party to another Transaction Party, the Paying Transaction Party shall

make the relevant amount available to the Receiving Transaction Party by payment to

the account specified in the relevant Issuer Document for value on the due date no

later than the time specified in the relevant Issuer Document or, if no time is specified

in the relevant Issuer Document, by close of banking hours in the place of payment on

the due date.

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21.5 No set-off

Except where a Transaction Document provides otherwise in respect of any payment,

all payments required to be made by any Transaction Party under the Issuer

Documents shall be calculated without reference to any set-off or counterclaim and

shall be made free and clear of and without any deduction for or on account of any

set-off or counterclaim.

21.6 Partial payments

If and whenever a payment is made by any Transaction Party to another under any

Issuer Document, the Receiving Transaction Party shall, except as otherwise provided

in any Issuer Document, apply the amount received towards the obligations of the

Paying Transaction Party under the relevant Issuer Document in the following order:

21.6.1 first, in or towards payment of any Liabilities which the Receiving Transaction

Party is entitled to be paid under the terms of the relevant Issuer Document;

21.6.2 secondly, in or towards payment pro rata of any accrued interest due but

unpaid;

21.6.3 thirdly, in or towards payment pro rata of any principal due but unpaid; and

21.6.4 fourthly, in or towards payment pro rata of any other sum due but unpaid.

21.7 Variation of partial payments

The order of payments set out in paragraph 21.6 (Partial payments) shall override any

appropriation made by the Paying Transaction Party, but the order set out in

paragraphs 21.6.2 to 21.6.4 (inclusive) may be varied if the relevant Transaction

Parties so agree.

21.8 Business Days

Except as otherwise provided in any Issuer Document, any payment which is due to

be made on a day that is not a Business Day shall be made on the next Business Day

in the same calendar month (if there is one) or on the preceding Business Day (if there

is not).

21.9 Rectification

If any amount paid pursuant to an Issuer Document shall be determined (after

consultation in good faith between the Transaction Parties which are parties to the

relevant Issuer Document) to have been incorrect, the Transaction Parties shall

consult in good faith in order to agree upon an appropriate method for rectifying such

error so that the amounts subsequently received and retained by all relevant

Transaction Parties are those which they would have received and retained if no such

error had been made.

21.10 Amounts not due to be held on trust

If any Secured Creditor:

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21.10.1 receives any amount which should not have been paid out of the Issuer

Distribution Account and which it purports to apply; or

21.10.2 purports to set off any amount owed to it by the Issuer in or towards

satisfaction of any sum owed by it under any Issuer Document other than

where the amount owed to it is to be paid out of amounts standing to the credit

of the Issuer Distribution Account and in strict accordance with the priority of

payments as specified in the Note Trust Deed,

such Secured Creditor shall hold the amount so received or applied on trust for the

Issuer and for application in accordance with the priority of payments as specified in

the Note Trust Deed.

22. VAT

22.1 Except as otherwise provided for in the relevant Issuer Document, any sum payable or

other consideration provided under an Issuer Document by one Transaction Party

(other than the Issuer or Loan Note Issuer) to another is deemed to be exclusive of any

VAT which is or becomes chargeable on any supply or supplies for which that sum or

other consideration (or any part thereof) is the consideration (in whole or in part) for

VAT purposes.

22.2 Except as otherwise provided in the relevant Issuer Document, any sum payable or

other consideration provided under an Issuer Document by the Issuer or the Loan

Note Issuer is inclusive of any VAT which is or becomes chargeable on any supply or

supplies for which that sum or other consideration (or any part thereof) is the

consideration (in whole or in part) for VAT purposes, and section 89 of VATA shall

not apply to affect the amount of such sum or other consideration.

22.3 Where:

22.3.1 any Transaction Party (such person being a "Supplier" for the purposes of this

paragraph 22) makes a supply to another Transaction Party (such person being

the "Recipient" in relation to that supply for the purposes of this paragraph 22)

for VAT purposes pursuant to an Issuer Document;

22.3.2 the sum or other consideration (or any part thereof) which is the consideration

(in whole or in part) for that supply is deemed to be exclusive of VAT; and

22.3.3 VAT is or becomes chargeable on such supply for which the Supplier is

required to account to any relevant Tax Authority,

the Recipient shall pay to the Supplier an amount equal to that VAT (in addition to

any other consideration for such supply), such payment to be made at the same time

as paying any other consideration for that supply, save that where the consideration

for that supply does not consist of, or wholly consist of, money, such sum shall be

paid no later than two Business Days before the last day (as notified to the Recipient

in writing by the Supplier) on which the Supplier can account to the relevant Tax

Authority for such VAT without incurring interest or penalties, and the Supplier shall

(in either case) provide the Recipient with a valid VAT invoice in respect of that

supply.

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22.4 If, in relation to any supply made pursuant to an Issuer Document for VAT purposes

which gives rise to a charge imposed by section 8 of VATA, the Recipient of the

supply is the Issuer and:

22.4.1 the consideration for such supply consists wholly of money, such

consideration shall be reduced to such amount as, with the addition thereto of

the VAT chargeable in respect of such supply, equals the amount which would

have been payable by the Recipient had such a supply not given rise to such

charge as aforesaid; or

22.4.2 the consideration for such supply does not consist of, or wholly of, money, the

Supplier shall pay to the Recipient an amount equal to the VAT chargeable in

respect of such supply, such payment to be made no later than two Business

Days before the last day (as notified to the Supplier in writing by the Recipient)

on which the Recipient can account to the relevant Tax Authority for such

VAT without incurring interest or penalties.

22.5 Any reference in an Issuer Document to any fee, cost, disbursement, expense or

liability incurred by any Transaction Party and in respect of which such party is to be

reimbursed (or indemnified) by any other person or the amount of which is to be

taken into account in any calculation or computation shall include such part of such

fee, cost, disbursement, expense or liability as represents any VAT (including,

without limitation, any VAT incurred under section 8 of VATA), save where the

Transaction Party concerned is not the Issuer, the Loan Note Issuer or the Note

Trustee, in which case the reference to VAT is only to the extent that such

Transaction Party is not entitled to obtain credit or repayment in respect of the

relevant VAT from any relevant Tax Authority.

22.6 Any reference in an Issuer Document to any person, when construing any provision in

relation to VAT, shall (where appropriate and unless the context otherwise requires)

be construed, at any time when such person is treated as a member of a VAT Group,

to include a reference to the representative member of such group at such time (so that

a reference to x, for example, would read "x or the relevant representative member of

the VAT Group of which x is a member (as the case may be)") (the term

"representative member" to have the same meaning as for the purposes of the VAT

Grouping Legislation).

23. WITHHOLDING TAXES

23.1 Tax Deduction

Except as otherwise provided in any Issuer Document, each payment made by a

Paying Transaction Party to a Receiving Transaction Party under any Issuer

Document shall be made without any Tax Deduction, unless a Tax Deduction is

required by any Requirement of Law.

23.2 Notification

If a Paying Transaction Party becomes aware that it must make a Tax Deduction in

respect of any payment under any Issuer Document (or that there is any change in the

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rate or the basis of a Tax Deduction) it shall notify the Receiving Transaction Party

accordingly.

24. ECONOMIC AND MONETARY UNION

If the United Kingdom becomes a Participating Member State and as a result the Bank

of England recognises more than one currency or currency unit as the lawful currency

of the United Kingdom:

24.1 (unless prohibited by law) the Note Trustee shall designate (upon receiving

instructions from the Noteholders pursuant to Schedule 4 (Provisions for Meetings of

Noteholders) to the Note Trust Deed) the currency or currency unit in which the

obligations arising under the Issuer Documents are to be denominated or payable;

24.2 (unless prohibited by law) any translation from one currency or currency unit to

another shall be at the official rate of exchange recognised by the Bank of England for

conversion, rounded up or down by the Note Trustee (upon receiving instructions

from the Noteholders pursuant to Schedule 4 (Provisions for Meetings of Noteholders)

to the Note Trust Deed); and

24.3 each Issuer Document shall be subject to such reasonable changes of construction as

the Note Trustee shall specify (upon receiving instructions from the Noteholders

pursuant to Schedule 4 (Provisions for Meetings of Noteholders) to the Note Trust

Deed) from time to time to be appropriate to reflect the adoption of the Euro in the

United Kingdom and any relevant market conventions or practices relating to the Euro.

25. COSTS

Except as otherwise provided in an Issuer Document, each Transaction Party (other

than the Note Trustee) shall pay its own costs relating to the negotiation, preparation,

execution and implementation by it of each Issuer Document and of each document

referred to in it.

26. PAYMENTS

26.1 Treatment of Amounts Received by the Issuer

Each of the parties hereto acknowledges and agrees that the Issuer is entering into the

Issuer Documents and Transaction Documents with the intention of ensuring that,

where it receives any amounts (such amounts in aggregate, the "Amounts Received")

during any accounting period (within the meaning of Chapter 2, Part 2 of the

Corporation Tax Act 2009, an "Accounting Period") during which any Notes are in

issue (such amounts being taken to include for this purpose, without limitation, (i)

amounts which have been posted as collateral pursuant to the Swap Agreement in that

or any previous Accounting Period and have been applied in that Accounting Period

in satisfaction of termination payments due to the Issuer following the designation of

an early termination date under and in accordance with the provisions of the Swap

Agreement) and (ii) amounts retained by the Issuer during that or any previous

Accounting Period as RA within the meaning of Regulation 11 of the Taxation of

Securitisation Company Regulations 2006 ("RA") where those amounts are no longer

reasonably required to be retained as RA), it will pay to persons other than the Issuer,

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during the same Accounting Period or within 18 months thereafter, amounts which

are in aggregate (such aggregate amounts being the "Third Party Payments") at least

equal to:

26.1.1 the Amounts Received; less

26.1.2 the aggregate of (a) any amounts retained by the Issuer as profit in that

Accounting Period, (b) amounts credited by the Swap Counterparty to an

account in the name of the Issuer as collateral pursuant to any Swap

Agreement, and (c) any other amounts retained by the Issuer as RA during that

Accounting Period,

provided that:

26.1.3 the reference above to payments to persons other than the Issuer shall not

include (a) dividend payments made by the Issuer, (b) payments of United

Kingdom corporation tax made by the Issuer or (c) payments into accounts or

other funds held or operated by third parties and solely owned by the Issuer

itself; and

26.1.4 in determining the Amounts Received and Third Party Payments, any amounts

received in a currency other than sterling are converted into sterling at the

appropriate exchange rate on the last day of the Accounting Period to which it

relates.

26.2 Acknowledgement

The parties to this Agreement (other than the Note Trustee) acknowledge the purposes

of paragraph 26.1 (Treatment of Amounts Received by the Issuer) above and

undertake to perform their obligations under the Issuer Documents and Transaction

Documents in accordance with good practice according to market standards so as to

ensure that amounts received by the Issuer are monitored, allocated, transferred and

paid out in accordance with the Issuer Documents and Transaction Documents and,

particularly, such that the terms of paragraph 26.1 above will be satisfied.

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PART 3

GOVERNING LAW PROVISIONS

27. GOVERNING LAW

Each Issuer Document and all matters arising from or connected with it (including,

but not limited to, any non-contractual obligations) are governed by and shall be

construed in accordance with English law.

28. JURISDICTION

28.1 English courts

The courts of England have exclusive jurisdiction to settle any Dispute.

28.2 Convenient forum

The parties agree that the courts of England are the most appropriate and convenient

courts to settle Disputes between them and, accordingly, that they will not argue to the

contrary.

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PART 4

TRANSFEROR UNDERTAKING

29. TRANSFEROR UNDERTAKING

NewDay Funding Transferor Ltd as Transferor undertakes to the Issuer that it will be

the originator of the securitisation to which this Agreement relates for the purposes of

EU Regulation 575/2013 (the "CRR") and EU Regulation 231/2013 (the "AIFMR")

and confirms that it will (i) retain a material net economic interest of not less than 5

per cent. of the nominal value of the securitisation to which this Agreement relates, in

accordance with Article 405 of the CRR and Article 51 of the AIFMR, until the Final

Redemption Date by way of a retention in accordance with paragraph 1(b) of Article

405 of the CRR and paragraph 1(b) of Article 51(1) of the AIFMR (as in force at the

Closing Date) of an originator's interest of not less than 5 per cent. of the nominal

value of the securitised exposures (such retention being in the form of the Originator

VFN Loan Note) and (ii) provide on a timely basis all information required to be

made available by the originator pursuant to Article 409 of the CRR as implemented

by the UK Prudential Regulation Authority, subject always to any requirement of law

and provided that the Transferor will not be in breach of such undertaking if it fails

to so comply due to events, actions or circumstances beyond the control of the

Transferor.

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SCHEDULE 3

NOTICES DETAILS

The initial notice details of each of the Transaction Parties referred to in paragraph 19

(Notices) of the Common Terms is:

1. in the case of the Issuer:

Address: 35 Great St. Helen's

London

EC3A 6AP

Email: [email protected]

Fax: +44(0) 207 398 6325

Tel: +44(0) 207 398 6300

Attention: The Directors

2. in the case of the Receivables Trustee:

Address: 47 Esplanade

St. Helier

Jersey JE1 0BD


Fax: +44 (0)1534 835 650

Tel: +44 (0)1534 835 600


3. in the case of the Agent Bank, the Principal Paying Agent and the Registrar:

Address: 8 Canada Square

London

E14 5HQ


Fax: +44 (0) 845 587 0429

Attention: The Senior Manager

4. in the case of the Note Trustee:

Address: 8 Canada Square

London

E14 5HQ


Fax: +44 20 7991 4350

Attention: CTLA Trustee Services Administration

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5. in the case of the Transferor:

Address: Two Pancras Square

London

N1C 4AG


Tel: +44 207 160 8935

Fax: None

Attention: Director of Treasury

6. in the case of the Issuer Corporate Services Provider and Holdings Corporate

Services Provider:


London

EC3A 6AP


Tel: +44(0) 207 398 6300

Fax: +44(0) 207 398 6325


7. in the case of the Holdings Share Trustee:


London

EC3A 6AP


Tel: +44(0) 207 398 6300

Fax: +44(0) 207 398 6325


8. in the case of Holdings


London

EC3A 6AP


Tel: +44(0) 207 398 6300

Fax: +44(0) 207 398 6325


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SCHEDULE 4

ISSUER COVENANTS

The Issuer hereby covenants with the Note Trustee that, until (i) no further sums are

outstanding in respect of any Secured Obligation of the Issuer; and (ii) the Issuer has fulfilled

and discharged all of the Secured Obligations, it shall:

(a) Conduct: at all times (i) carry on and conduct its affairs in a proper and efficient

manner in compliance with any Requirement of Law and not engage in any activities

other than Permitted Activities, (ii) conduct its own business in its own name, (iii)

observe all material corporate or other formalities required by the Issuer Documents

and (iv) hold itself out as a separate entity and use reasonable endeavours to correct

any known misunderstanding regarding its separate identity;

(b) Information: so far as permitted by law, at all times give to the Note Trustee and

procure that there is given to it such certificates, information and evidence as it shall

reasonably require and in such form as it shall reasonably require (including, but

without prejudice to the generality of the foregoing, the procurement by the Issuer of

all such certificates called for by the Note Trustee for the purpose of the discharge of

the duties, trusts, powers, authorities and discretions vested in it under the Issuer

Documents or by operation of law);

(c) Auditors' reports: cause to be prepared and certified by the Auditors, in respect of

each Accounting Reference Period, accounts in such form as will comply with

accounting principles generally accepted in the United Kingdom and with the

requirements of the UKLA;

(d) Guarantee: not without the prior written consent of the Note Trustee give any

guarantee or indemnity (other than as contemplated by the Issuer Documents and the

Articles of Association of the Issuer);

(e) Registered office: maintain its registered office in England and Wales and will not

move its registered office to another jurisdiction;

(f) No branch or employees: not at any time maintain any permanent "establishment" as

that term is used in Article 2(h) of the EU Insolvency Regulation, branch, office or

agency anywhere other than the United Kingdom nor have any employees;

(g) Books of accounts: at all times keep proper books of account (which shall be kept

separate from those of any other person or entity) and allow the Note Trustee and any

person appointed by it, to whom the Issuer has no reasonable objection, access to the

books of account and other business records of the Issuer at all reasonable times

during normal business hours and to discuss the same with a nominated officer of the

Issuer and, in the event that audited financial accounts of the Issuer are produced,

provide a copy thereof to the Note Trustee;

(h) Notification of Event of Default: give notice in writing to the Note Trustee and the

Noteholders forthwith upon becoming aware of the occurrence of an Event of Default

and without waiting for the Note Trustee to take any action;

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(i) Further acts: at all times execute all such further documents, and do all such acts and

things as may be necessary at any time or times in the reasonable opinion of the Note

Trustee or required by any Requirement of Law to give effect to the Note Conditions,

these presents and each of the other Issuer Documents;

(j) Tax jurisdiction: at all times maintain its residence in the United Kingdom for the

purposes of United Kingdom taxation;

(k) Tax: at all times use its reasonable efforts to minimise taxes and any other costs

arising in connection with its activities;

(l) VAT: not voluntarily become registered (or part of any registration) for VAT in the

United Kingdom and not be treated as a member of any VAT Group;

(m) Listing and admission to trading: use all reasonable endeavours to obtain and

maintain the listing of the Notes on the Official List and to obtain and maintain the

admission of the Notes to trading on the Stock Exchange (including compliance with

the continuing obligations applicable to the Issuer by virtue of the admission of the

Notes to the Official List or the admission to trading on the Stock Exchange) or, if it

is unable to do so having used all reasonable endeavours, use all reasonable

endeavours to obtain and maintain a quotation or listing of the Notes on such other

stock exchange or securities market which is a recognised stock exchange for the

purposes of section 1005 of the Income Tax Act 2007 as the Issuer may (with the

prior written approval of the Note Trustee) decide, and shall also use all reasonable

endeavours to procure that there will at all times be furnished to the Stock Exchange

or to any other such stock exchange or securities market such information as the Stock

Exchange, the UKLA or, as the case may be, any other such stock exchange or

securities market may require to be furnished in accordance with its requirements and

shall also, upon obtaining a quotation or listing of the Notes on such other stock

exchange or securities market, enter into a deed supplemental to the Note Trust Deed

to effect such consequential amendments to the Note Trust Deed as the Note Trustee

may require or as shall be requisite to comply with the requirements of any such stock

exchange or securities market;

(n) Notice to Noteholders: send or procure to be sent to the Note Trustee, not less than

three Business Days prior to the date of publication, for the Note Trustee's approval,

one copy of each notice to be given to Noteholders in accordance with the Notices

Condition and not publish without such approval and upon publication send to the

Note Trustee a copy of the form of every notice given to the Noteholders in

accordance with the Note Condition 18 (Notices); such approval, unless so expressed,

shall not constitute approval for any other purposes (including approval of such notice

for the purpose of Section 21 of the Financial Services and Markets Act 2000);

(o) Ascertainment of outstanding amounts of the Notes: in order to enable the Note

Trustee to ascertain the number and amount of Notes for the time being outstanding

for any of the purposes referred to in the proviso to the definition of "outstanding"

contained in Schedule 1 (Master Definitions Schedule), deliver to the Note Trustee

forthwith upon being so requested in writing by the Note Trustee a certificate in

writing signed by two directors of the Issuer setting out the total number and the

principal amount of the Notes which:

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(i) up to and including the date of such certificate have been redeemed by the

Issuer and cancelled; and

(ii) are at the date of such certificate beneficially held by or for the account of the

Issuer;

(p) Compliance: at all times comply with, perform and observe all the provisions of the

Note Trust Deed, the Note Conditions and the other Issuer Documents which are

expressed to be binding on it and use all reasonable endeavours to procure that the

other parties thereto, other than the Note Trustee (or any person which is the Note

Trustee acting in another capacity), comply with and perform all their respective

obligations thereunder and not agree to authorise any breach thereof without the prior

written approval of the Note Trustee;

(q) Applicable laws: ensure all actions taken by it in connection with the transactions to

be effected hereunder shall at the time when they are taken comply in all material

respects with all applicable Requirements of Law and Regulatory Directions of the

United Kingdom for the purposes of any Issuer Documents and that all consents and

approvals of, and registrations and filings with, any Governmental Authority in the

United Kingdom required to be obtained or made by it in connection therewith are

obtained and maintained in full force and effect and copies thereof are supplied

promptly to the Note Trustee;

(r) Modifications to Issuer Documents: unless specified otherwise in the Note Trust

Deed, not make or consent to any material amendment, modification, variation or

termination to any Issuer Document or any Secured Property without the prior written

consent of the Note Trustee (in its capacity as trustee);

(s) Series 2015-1 Loan Notes: provide such information to the Note Trustee as it shall

require regarding the Series 2015-1 Loan Notes;

(t) Notice of Security: promptly after the date hereof, join with the Note Trustee in

giving notice to each relevant person of the Security granted to the Note Trustee

pursuant to the Note Trust Deed and procure that each such person acknowledges the

same. In addition to the foregoing, the Issuer shall from time to time deliver, and

assist the Note Trustee in delivering, such other notices in relation to any Security as

the Note Trustee may reasonably request;

(u) Perfection: forthwith upon execution of any further instrument or document pursuant

to the Note Trust Deed creating or purporting to create or to perfect or to protect any

security interest by the Issuer, register, in any jurisdiction where such registration may

be required, details of such instrument or document;

(v) Authorised signatories: upon the execution of this Agreement and thereafter

forthwith upon any change of the same, deliver to the Note Trustee a list of the

Authorised Signatories of the Issuer, together with certified specimen signatures of

the same;

(w) Bank accounts: maintain a bank account in the United Kingdom (and such account

shall be separate from that of any other person or entity);

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(x) Stamp duty: pay any stamp, issue, documentary or other similar taxes and duties (if

any), including interest and penalties (but, for the avoidance of doubt, not including

any interest and penalties arising from a failure by any person to pay any amount to

any tax authority after the Issuer has paid such amount), payable in the United

Kingdom in respect of the creation, issue and offering of the Notes and the execution

or delivery of the Note Trust Deed. The Issuer will also indemnify the Note Trustee

and the Noteholders from and against all stamp, issue, documentary or other similar

taxes (excluding, for the avoidance of doubt, VAT) paid by any of them in any such

jurisdiction in connection with any action taken by or on behalf of the Note Trustee or,

as the case may be, the Noteholders to enforce the Issuer's obligations under the Note

Trust Deed or the Notes;

(y) Certificate of compliance: provide to the Note Trustee, within 10 days of any request

by the Note Trustee and at the time of the despatch to the Note Trustee of its annual

balance sheet and profit and loss account, and in any event not later than 180 days

after the end of its Accounting Reference Period, a certificate, signed by two

Directors of the Issuer, certifying that, up to a specified date not earlier than seven

days prior to the date of such certificate (the "Certified Date"), the Issuer has

complied with its obligations under the Note Trust Deed (or, if such is not the case,

giving details of the circumstances of such non compliance) and that, as at such date,

there did not exist, to the best of the knowledge and belief of such Directors, nor had

there existed at any time prior thereto since the Certified Date in respect of the

previous such certificate (or, in the case of the first such certificate, since the date of

the Note Trust Deed) any Event of Default or other matter which could affect the

ability of the Issuer to perform its obligations under the Note Trust Deed or (if such is

not the case) specifying the same;

(z) Financial statements: (i) prepare unconsolidated financial statements and (ii) send to

the Note Trustee and to the Principal Paying Agent (if the same are produced) as soon

as practicable after their date of publication and, in the case of annual financial

statements, in any event not more than 180 days after the end of each financial year,

two copies of the Issuer's annual balance sheet and profit and loss account and of

every balance sheet, profit and loss account, report or other notice, statement or

circular issued (or which, under any legal or contractual obligation, should be issued)

to the members or holders of debentures or other creditors (or any class of them) of

the Issuer in their capacity as such at the time of the actual (or legally or contractually

required) issue or publication thereof and procure that the same are made available for

inspection by Noteholders, at the Specified Offices of the Paying Agents as soon as

practicable thereafter;

(aa) Notification of non-payment: use its reasonable endeavours to procure that the

Principal Paying Agent notifies the Note Trustee forthwith in the event that it does not,

on or before the due date for payment in respect of the Notes or any of them, receive

unconditionally the full amount in the relevant currency of the moneys payable on

such due date on all such Notes;

(bb) Notification of late payment: in the event of the unconditional payment to the

Principal Paying Agent of any sum due in respect of any of the Notes or any of them

being made after the due date for payment thereof, give notice to the Noteholders that

such payment has been made;

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(cc) Notification of redemption or payment: not less than the number of days specified in

the relevant Note Condition prior to the redemption or payment date in respect of any

Note, give to the Note Trustee notice in writing of the amount of such redemption or

payment pursuant to the Note Conditions; and

(dd) Removal of Agents: give not less than 14 days’ prior notice to the Note Trustee and

the Noteholders of any appointment, resignation or removal of any Agent or of any

change by any Agent of its Specified Office and not make any such appointment or

removal without the Note Trustee's written approval;

(ee) Join in legal proceedings: if the Note Trustee reasonably requests it to do so, the

Issuer will join in any legal proceedings brought by the Note Trustee against any

person, provided that the Issuer shall not be required to do so if it would result in a

breach of any Requirement of Law; and

(ff) Board meetings, management and administration: (i) hold all meetings of the board

of directors of the Issuer in the United Kingdom, (ii) procure that its central

management and control, the places of residence of the majority of its directors and

the place where its interests are administered on a regular basis will, at all times,

remain situated in the United Kingdom, (iii) only hold board meetings when the

United Kingdom resident directors present at the meeting in the United Kingdom are

in the majority at the meeting and (iv) use corporate stationery, invoices and cheques

which are separate from those used by any other party.