the bank of new york mellon, london branch · private & confidential execution version dated 25...

Private & Confidential Execution Version

DATED 25 MAY 2016 AS AMENDED AND RESTATED ON 25 MAY 2018

DRIVER UK MASTER S.A.,

acting for and on behalf of its Compartment 3

as Issuer

and

THE BANK OF NEW YORK MELLON, LONDON BRANCH

as Account Bank and Cash Administrator

and

WILMINGTON TRUST SP SERVICES (FRANKFURT) GMBH

as Security Trustee

ACCOUNT AGREEMENT

RELATING TO THE OPENING OF AN ACCUMULATION ACCOUNT, A MONTHLY

COLLATERAL ACCOUNT, A CASH COLLATERAL ACCOUNT, A DISTRIBUTION

ACCOUNT AND A COUNTERPARTY DOWNGRADE COLLATERAL ACCOUNT

153290.000045

6741110

Hogan Lovells International LLP

Atlantic House, Holborn Viaduct, London EC1A 2FG

Private & Confidential Execution Version

LIB02/MANNSARI/8699338.7 Hogan Lovells

CONTENTS

CLAUSE PAGE

1. DEFINITIONS AND INTERPRETATION 1

2. APPOINTMENT OF THE ACCOUNT BANK 3

3. THE SECURITY TRUSTEE AS A PARTY 3

4. THE ACCOUNT HOLDER 6

5. INTEREST RATE 6

6. OPERATING/RELEASE PROCEDURE 7

7. RELIANCE OF ACCOUNT BANK 9

8. APPOINTMENT OF CASH ADMINISTRATOR 10

9. CASH ADMINISTRATION SERVICES 11

10. LIMITED RECOURSE AND NON-PETITION 12

11. REPRESENTATIONS AND WARRANTIES OF THE ISSUER 12

12. AMENDMENTS 13

13. DUTIES OF THE ACCOUNT BANK 13

14. FEES 13

15. INDEMNITY 14

16. SECURITY AND RESTRICTION ON THE ACCOUNT BANK'S RIGHTS 16

17. CHANGE OF ACCOUNT BANK 16

18. ASSIGNMENT AND AMENDMENT 17

19. JURISDICTION AND GOVERNING LAW 17

20. NOTICES 17

21. TERMINATION 17

22. MISCELLANEOUS 18

23. COUNTERPARTS 20

24. CONFIDENTIALITY 20

25. THE SECURITY TRUSTEE AS A PARTY 21

SCHEDULES

1. TRUST AGREEMENT 22

2. FORM OF PAYMENT INSTRUCTION 23

3. PART A AUTHORISED REPRESENTATIVES 24

4. PART B CALLBACK CONTACTS 24


THIS ACCOUNT AGREEMENT (this "Agreement") is made on 25 May 2016 as amended and

restated on 25 May 2018

BETWEEN:

(1) Driver UK Master S.A., a public company (société anonyme) incorporated with limited

liability under the laws of Luxembourg and registered with the Luxembourg Trade and

Companies Register under registration number B 162723 and having its registered office

at 22-24 boulevard Royal, L-2449 Luxembourg, acting for and on behalf of its

Compartment 3 (the "Issuer");

(2) The Bank of New York Mellon, London Branch, a banking corporation organised under

the laws of the State of New York and operating through its branch in London at One

Canada Square, London E14 5AL, United Kingdom (the "Account Bank" and the "Cash

Administrator"); and

(3) Wilmington Trust SP Services (Frankfurt) GmbH, a company with limited liability

incorporated under the laws of Germany (Gesellschaft mit beschränkter Haftung) and

registered in the commercial register (Handelsregister) of the lower local court

(Amtsgericht) Frankfurt am Main under registration number HRB 76380 and having its

office at Steinweg 3-5, 60313 Frankfurt, Germany (the "Security Trustee").

WHEREAS

(A) The Account Bank, the Issuer and the Security Trustee hereby agree that the terms and

conditions of the Accounts shall be governed by this Agreement.

(B) In addition to the services provided by the Account Bank, The Bank of New York Mellon,

London Branch has agreed to act as Cash Administrator in relation to the Accounts

pursuant to the terms of this Agreement.

NOW IT IS HEREBY AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

(a) Unless otherwise defined herein or the context requires otherwise, capitalised

terms used in this Agreement have the meanings ascribed to them in clause 1

(Definitions) of the master definitions schedule (the "Master Definitions

Schedule") set out in the Incorporated Terms Memorandum (the "Incorporated

Terms Memorandum") which is dated 25 May 2016, as amended from time to

time, signed by, inter alios, the parties hereto. The terms of the Incorporated

Terms Memorandum are hereby expressly incorporated into this Agreement by

reference and shall be construed in accordance with English law notwithstanding

the terms of Clause 7 of the Common Terms. In addition:

"Account Bank Fee Letter" shall mean any letter or letters dated on or about the

Closing Date between the Account Bank and the Issuer setting out any of the fees

referred to in clause 5 (Interest Rate) of this Agreement.

"Authorised Representative" shall mean the persons set out in Part A of

Schedule 3 (Authorised Representative), as amended pursuant to Clause 6.6

(Operation/Release Procedure) or any TPP (where applicable) of this Agreement.

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"Callback Contact" shall mean the persons set out in Part B of Schedule 3

(Callback Contact), as amended pursuant to Clause 6.6 (Operation/Release

Procedure).

"Client Assets Sourcebook" means the CASS sourcebook as set out in the FCA

Rules.

"Client Money Distribution and Transfer Rules" means the client money

distribution and transfer rules set out in Chapter 7A of the Client Assets

Sourcebook.

"Client Money Rules" means the client money rules set out in Chapter 7 of the

Client Assets Sourcebook of the FCA Rules.

"FCA" means the Financial Conduct Authority or any regulatory authority that may

succeed it as a United Kingdom regulator.

"FCA Rules" means the rules promulgated by the FCA under FSMA as amended

or replaced from time to time.

"FSMA" means the Financial Services and Markets Act 2000.

"Payment Instruction" shall have the meaning it is given in Clause 6.1

(Operation/Release Procedure) of this Agreement.

"TPP" means an authorised third party provider that has identified itself to the

Account Bank and acted in accordance with its obligations under the Second

Payment Services Directive 2015/366/EC (as amended from time to time), as

applicable

(b) In the event of any conflict between the Master Definitions Schedule and this

Agreement, this Agreement shall prevail.

1.2 Interpretation

Terms in this Agreement, except where otherwise stated or where the context otherwise

requires, shall be interpreted in the same way as set forth in Clause 2 of the Master

Definitions Schedule.

1.3 Common Terms

(a) Incorporation of Common Terms

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

be binding on the Transaction Parties to this Agreement as if set out in full in this

Agreement.

(b) Common Terms

In the event of any conflict between the provisions of the Common Terms and the

provisions of this Agreement, the provisions of this Agreement shall prevail,

subject always to compliance with Clause 3 (Limited Recourse; No Lien or Set-

Off; No Petition) of the Common Terms.

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(c) Governing law and jurisdiction

(i) This Agreement and all matters (including non-contractual duties and

claims) arising from or connected with it shall be governed by English law.

(ii) Each Transaction Party which is a party to this Agreement (other than the

Security Trustee) agrees 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.

(iii) This Clause 1.3(c) is for the benefit of the Security Trustee for the purpose

of this Clause 1.3(c). As a result, each Transaction Party which is a party

to this Agreement acknowledges that Clause 1.3(c) does not prevent the

Security Trustee from taking any proceedings in any other courts with

jurisdiction. To the extent allowed by law, the Security Trustee may take

concurrent proceedings in any number of jurisdictions.

(iv) The Issuer shall, on the Closing Date, authorise and appoint Wilmington

Trust SP Services (London) Ltd to receive on its behalf process issued out

of the English courts in connection with this Agreement.

2. APPOINTMENT OF THE ACCOUNT BANK

2.1 Subject to Clauses 18 (Assignment and Amendment) and 21 (Termination), the Issuer

hereby appoints the Account Bank as the account bank with effect as of 25 May 2016 in

respect of the Accumulation Account, the Cash Collateral Account, the Monthly Collateral

Account and the Distribution Account. The Account Bank has accepted the appointment

on the terms and subject to the conditions of this Agreement.

2.2 The Issuer also appoints the Account Bank as the account bank in respect of the

Counterparty Downgrade Collateral Account with effect on and from the date of this

Agreement. The Account Bank hereby accepts the appointment on the terms and subject

to the conditions of this Agreement.

2.3 The Account Bank confirms that the Accumulation Account, the Cash Collateral Account,

the Monthly Collateral Account and the Distribution Account have been opened.

2.4 The Account Bank confirms that each Counterparty Downgrade Collateral Account has

been established. The Issuer will instruct the Account Bank to open the relevant

Counterparty Downgrade Collateral Account when collateral in the form of cash or

securities or Swap Termination Payments are required to be posted under any of the

Swap Agreements and/or the Trust Agreement.

2.5 As the collateral posted under the Swap Agreements may consist of certain securities, the

Issuer may wish to open a securities account and use certain custody services provided

by the Account Bank under a separate custody agreement to be entered into as

appropriate.

3. THE SECURITY TRUSTEE AS A PARTY

3.1 The Security Trustee hereby becomes party to this agreement between the Account Bank

and the Issuer relating to the opening and/or maintaining:

(a) of an interest bearing GBP current account (the "Accumulation Account") having

the following details:

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(i) Cash Correspondent Name: The Bank of New York Mellon, London

(ii) Cash Correspondent SWIFT: IRVTGB2X

(iii) Account: The Bank of New York Mellon SA/NV

(iv) Account Number: 153826-8260

(v) SWIFT: IRVTBEBB

(vi) IBAN Number: GB90IRVT70022588208860

(vii) Final Beneficiary Account Name: DM UK3 ACCUMULATION ACC CSH

(viii) Final Beneficiary Account Number: 8820888260

(b) of an interest bearing GBP current account (the "Cash Collateral Account")

having the following details:





(v) SWIFT: IRVTBEBB


(vii) Final Beneficiary Account Name:DM UK3 CASH COLLATERAL ACC CSH


(c) of an interest bearing GBP current account (the "Distribution Account") having

the following details:





(v) SWIFT: IRVTBEBB


(vii) Final Beneficiary Account Name: DM UK3 DISTRIBUTION ACC CSH

(viii) Final Beneficiary Account Number: 8820898260,

(d) of an interest bearing GBP current account (the "Monthly Collateral Account")

having the following details:


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(v) SWIFT: IRVTBEBB


(vii) Final Beneficiary Account Name: DM UK3 MONTHLY COLLATERAL ACC

CSH

(viii) Final Beneficiary Account Number: 8821228260, and

(e) of an interest bearing GBP current account (the "Counterparty Downgrade

Collateral Account") having the following details:





(v) SWIFT: IRVTBEBB


(vii) Final Beneficiary Account Name: DM UK3 CTRP DOWNGRADE COLLAT

AC CSH


each maintained by the Issuer with the Account Bank. The Account Bank shall

administrate, credit and debit each of the Accumulation Account, the Cash Collateral

Account, the Counterparty Downgrade Collateral Account, the Monthly Collateral Account

and the Distribution Account separately in accordance with the terms and provisions

hereunder.

3.2 Additional Rules in Relation to the Accounts:

Additional Rules in Relation to the Distribution Account

(a) The Distribution Account shall be used for the fulfilment of the payment obligations

of the Issuer. The Issuer shall ensure that all payments made to it shall be made

by way of a bank transfer to or deposit or in any other way into the Distribution

Account.

(b) Upon satisfaction of the conditions contained in this Agreement and in particular in

Clause 6 (Operating/Release Procedure) below, the Principal Paying Agent shall

be entitled to receive, pursuant to Clause 7 (Duties of the Principal Paying Agent,

the Interest Determination Agent and the Calculation Agent) of the Agency

Agreement, by debit by the Account Bank of the Distribution Account, the amount

notified to the Principal Paying Agent according to Clause 6 (Operating/Release

Procedure) below. The Issuer shall procure that the Principal Paying Agent shall

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receive: (a) before 11:00 a.m. Luxembourg time one Business Day before each

Payment Date a copy of the Issuer's irrevocable payment instruction; (b) before

12:00 p.m. Luxembourg time one Business Day before each Payment Date a

copy of irrevocable payment instruction by SWIFT MT 100 from the Account Bank

or any other bank through which the payment is to be made.

Additional Rules in Relation to the Cash Collateral Account

(c) The Cash Collateral Account shall be used for the deposits of the Cash Collateral

Amount as described in Clause 19 (Distribution Account and Cash Collateral

Account) of the Trust Agreement.

Additional Rules in Relation to the Accumulation Account

(d) The Accumulation Account shall be used for the deposits of the Accumulation

Amounts that may be used to purchase Additional Receivables on the Additional

Purchase Dates.

Additional Rules in Relation to the Counterparty Downgrade Collateral Accounts

(e) The Counterparty Downgrade Collateral Account shall be used for deposits of

collateral posted by a Swap Counterparty, payments of Swap Termination

Payments and deposits of the Swap Replacement Proceeds as described in

clause 19 (Distribution Account; Cash Collateral Account, Counterparty

Downgrade Collateral Account; Swap Provisions) of the Trust Agreement.

Additional Rules in relation to all Accounts

3.3 Notwithstanding any instruction received by the Account Bank to the contrary, amounts

shall only be withdrawn from the Accounts to the extent that there are sufficient funds

standing to the credit of the accounts and that such withdrawal does not cause the

relevant Account to become overdrawn.

3.4 For the avoidance of doubt none of the Accounts may go into overdraft.

4. THE ACCOUNT HOLDER

The sole account holder of the Accounts shall be the Issuer.

5. INTEREST RATE

5.1 The interest rate for any amounts standing to the credit of each of the Accumulation

Account, the Cash Collateral Account, the Monthly Collateral Account, the Distribution

Account and any cash collateral standing to the credit of the Counterparty Downgrade

Collateral Account shall be the interest rate as agreed between the Issuer and the

Account Bank from time to time.

5.2 If, for any currency, any recognised overnight benchmark rate or any official overnight

interest rate set by a central bank or other monetary authority is negative or zero, The

Bank of New York Mellon or its affiliates ("BNY Mellon") may apply a charge to any of the

Issuer’s accounts or balances. BNY Mellon will give the Issuer prompt written notice of the

application of any such charges and of the methodology by which they are applied.

5.3 The Issuer acknowledges and agrees that the application of a charge by BNY Mellon,

including as referred to in Clause 5.2 above may cause the effective interest rate

applicable to an Account or balance to be negative, notwithstanding that one or more of

the rates set by third parties specified in 5.2 above may be zero.

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5.4 If a charge is applied to an Account, the relevant charge will be billed to the Issuer by the

Account Bank via an invoice payable by the Issuer concurrently with the fees payable by

the Issuer to the Account Bank under the Account Bank Fee Letter, subject to the

applicable Order of Priority.

5.5 The agreed interest rates may be changed by the Account Bank upon providing a written

notice to the Issuer thirty days prior to such change taking effect.

5.6 Interest accruing on the Monthly Collateral Account shall not form part of the Available

Distribution Amount and will be retained on the Monthly Collateral Account and netted

against the Servicer's obligation to pay the Monthly Collateral Part 1 and the Monthly

Collateral Part 2 and be paid to the Seller following the exercise of the Clean-Up Call

Option or once the Notes and the Subordinated Loan have been fully redeemed.

5.7 For the avoidance of doubt, interest accruing on the Counterparty Downgrade Collateral

Accounts, (other than amounts payable under clause 19.10 and clause 19.12 (Distribution

Account, Cash Collateral Account, Counterparty Downgrade Collateral Account, Swap

Provisions) of the Trust Agreement) the Cash Collateral Account and the Monthly

Collateral Account will not form part of the Available Distribution Amount. Such accrued

interest and earned income will be retained on the relevant Account and (i) in the case of

the Counterparty Downgrade Collateral Accounts, interest accruing in respect of amounts

other than Swap Termination Payments received by the Issuer, be paid to the relevant

Swap Counterparty in accordance with the Swap Agreement; (ii) in the case of the

Counterparty Downgrade Collateral Account, interest accruing in respect of Swap

Termination Payments received by the Issuer, be paid to the Subordinated Lender and/or

VWFS in accordance with the priority of payment set out in Clause 19.13 (Distribution

Account; Cash Collateral Account, Counterparty Downgrade Collateral Account; Swap

Provisions) of the Trust Agreement unless otherwise specified therein; (iii) in the case of

interest accruing on the Cash Collateral Account form part of the General Cash Collateral

Amount and will be applied in accordance with clause 19.3 (Distribution Account, Cash

Collateral Account, Counterparty Downgrade Collateral Account, Swap Provisions) and

clause 20.3 (Order of Priority) of the Trust Agreement (iv) in the case of interest accruing

on the Monthly Collateral Account, be netted against the Servicer's obligation to pay the

Monthly Collateral Part 1 and the Monthly Collateral Part 2 and be paid to the Seller

following the exercise of the Clean-Up Call Option or once the Notes and the

Subordinated Loan have been fully redeemed.

6. OPERATING/RELEASE PROCEDURE

6.1 The Issuer shall procure that the Account Bank shall release an amount from the relevant

Account in accordance with a payment instruction executed by an Authorised

Representative in substantially the same form as Schedule 2 (Form of Payment

Instruction) and provided to the Account Bank at least one Business Days before the date

on which the payment is to be made ("Payment Instruction"), provided that the relevant

Account contains sufficient cleared funds to make such payment. The Issuer shall procure

that the Principal Paying Agent shall receive before 12.00 p.m. Luxembourg time one

Business Day before each Payment Date a copy of irrevocable payment instruction by

SWIFT MT 100 from the Account Bank through which the payment is to be made. For the

avoidance of doubt, as long as The Bank of New York Mellon, London Branch acts as

both Account Bank and Cash Administrator, no Payment Instruction will be sent between

the Account Bank and Cash Administrator.

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6.2 Following receipt of a Payment Instruction, the Account Bank shall

(a) arrange for all payments to be made by the Issuer with respect to Return Amounts

(as defined in the Swap Agreements) to be debited from the relevant Counterparty

Downgrade Collateral Account and applied in accordance with the relevant Swap

Agreement outside of the Order of Priority;

(b) arrange for payment of any Swap Termination Payments due and payable by the

Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap

Agreement (i) outside of the Order of Priority to the extent that they have been

received as Swap Replacement Proceeds or (ii) if insufficient, in accordance with

the Order of Priority in respect of the balance thereof. To the extent that there are

any excess Swap Replacement Proceeds, after application in respect of any

Swap Termination Payments, these will be applied in accordance with the Order

of Priority;

(c) (after returning any Excess Swap Collateral to the relevant Swap Counterparty)

arrange for payment of any Swap Termination Payments due to the Issuer and

which are standing to the credit of the relevant Counterparty Downgrade Collateral

Account to a replacement swap counterparty or, if no replacement Swap

Counterparty has been found, in accordance with the Order of Priority; and

(d) arrange for all amounts which the Issuer is obliged to pay under the Transaction

Documents to be paid on the due dates therefor by debiting from the Distribution

Account in accordance with the Order of Priority and transferring to such bank

account as may be notified to the Cash Administrator for such purposes by the

Issuer.

6.3 The Issuer confirms that the Account Bank shall not be obliged to make any payment or

act on any Payment Instruction from the Issuer if the Account Bank is unable to (i) verify

any signature and (ii) validate the authenticity of such Payment Instruction by speaking to

a Callback Contact.

6.4 The Account Bank shall be entitled to take any action or to refuse to take any action which

the Account Bank regards as necessary for the Account Bank to comply with any

applicable law, regulation or fiscal requirement, or the rules, operating procedures or

market practice of any relevant stock exchange or other market or clearing system.

6.5 In acting under this Agreement and in connection with the Notes, the Account Bank shall

act solely as a banker of the Issuer and/or the Security Trustee and will not assume any

obligation or responsibility towards or relationship of agency or trust for or with any of the

owners or holders of the Notes or any other third party.

6.6 The Issuer undertakes to give the Account Bank five Business Days' notice in writing with

a copy to the Security Trustee of any amendment to the Authorised Representatives or

Callback Contacts of the Issuer giving the details specified in Schedule 3 (Authorised

Representatives and Callback Contacts). Any amendment of Authorised Representatives

or Callback Contacts of the Issuer shall take effect upon the expiry of such five Business

Days' notice.

6.7 If there are insufficient cleared funds in the relevant Account to make a payment in

accordance with the Payment Instruction pursuant to the Order of Priority, then the

Account Bank shall inform the Issuer, the Cash Administrator and the Servicer of the

shortfall immediately. Until the Account Bank is able to contact the Issuer, the Cash

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Administrator and/or the Servicer and receive instructions, the Account Bank will be under

no obligation to make a payment in accordance with the Order of Priority.

7. RELIANCE OF ACCOUNT BANK

7.1 For the avoidance of doubt, notwithstanding any instructions from the Issuer, the Security

Trustee or otherwise, the Account Bank shall only be required to make payments from

any of the Accounts to the extent that funds are standing to the credit of the relevant

Account, and the Account Bank shall not be required to make any payment from such

Account where such payment would place the relevant Account in debit.

7.2 All money held for the Issuer is held by the Account Bank as banker and not as a trustee

under the Client Money Rules. If the Account Bank fails, the Client Money Distribution and

Transfer Rules will not apply to such money and so the Issuer will not be entitled to share

in any distribution under the Client Money Distribution and Transfer Rules.

7.3 The Account Bank shall be entitled to deal with the money paid to the Account Bank by

the Issuer for the purposes for this Agreement in the same manner as other money paid

to a banker by is customer, except that (a) it shall not exercise any right of set-off, lien or

similar claim in respect of the money; and (b) it shall not be liable to account to the Issuer

for any interest or other amounts in respect of the money.

7.4 Subject to Clause 6.3 (Operation/Release Procedure) above, the Account Bank shall

release an amount from the Accounts in accordance with any instructions received by the

Issuer.

7.5 Each of the Issuer and the Cash Administrator confirms that the Account Bank shall be

entitled to treat each Payment Instruction from the Issuer as conclusive evidence of the

same without any further investigation or enquiry.

7.6 Any payment by the Account Bank under this Agreement will be made without any

deduction or withholding for or on account of any tax, unless such deduction or

withholding is required by applicable law (or pursuant to FATCA).

7.7 If the Account Bank is required by law to make a deduction or withholding, it will not pay

an additional amount in respect of that deduction or withholding to the relevant party.

7.8 The Bank of New York Mellon shall be entitled to deduct FATCA Withholding Tax, and

shall have no obligation to gross-up any payment hereunder or to pay any additional

amount as a result of such FATCA Withholding Tax.

7.9 The Issuer hereby covenants with The Bank of New York Mellon that it will provide The

Bank of New York Mellon with sufficient information as reasonably required so as to

enable The Bank of New York Mellon to determine whether any payments to be made by

it pursuant to the Transaction Documents are withholdable payments as defined in

Section 1473(1) of the Code or otherwise defined in Sections 1471 through 1474 of the

Code and any regulations or agreement thereunder or official interpretations thereof or

any intergovernmental agreement between the United States and another jurisdiction

facilitating the implementation thereof (or any law implementing such an

intergovernmental agreement).

7.10 In clauses 7.8 and 7.9 above:

"FATCA Withholding Tax" shall mean any withholding or deduction pursuant to an

agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to

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Sections 1471 through 1474 of the Code (or any regulations or agreements thereunder or

official interpretations thereof) or any intergovernmental agreement between the United

States and another jurisdiction facilitating the implementation thereof (or any law

implementing such intergovernmental agreement).

"Code" shall mean the US Internal Revenue Code of 1986.

7.11 The Account Bank shall promptly notify each of the Issuer and the Security Trustee if the

Account Bank fails to maintain the Account Bank Required Rating. If the Account Bank

ceases to have the Account Bank Required Rating, the Account Bank shall notify the

Issuer and the Security Trustee thereof and within thirty (30) calendar days, at its own

cost (for the avoidance of doubt, the Account Bank shall cover any external legal fees as

separately agreed in a side letter between the Issuer and the Account Bank, but not any

fees charged by a successor Account Bank, which shall be paid by the Issuer), shall do

one of the following: (i) procure transfer of the Accounts (and all amounts in the Accounts)

held with it to an Eligible Collateral Bank, or (ii) (in the case of a rating from S&P and

Creditreform) take any other action in order to maintain the rating of the Notes or to

restore the rating of the Notes. If within the thirty (30) calendar day period none of the

aforementioned measures are taken, the Issuer shall terminate the Account Agreement,

provided that such termination shall not take effect until the transition of the Issuer's

banking arrangements has been completed as set out in Clause 21 (Termination).

7.12 The Account Bank shall not incur any liability for:

(a) any losses arising from an unauthorised or incorrectly executed funds transfer or a

non-executed or defectively executed funds transfer unless the Issuer has given

written notice thereof to the Account Bank without undue delay, and in any event

no later than thirty (30) days after the Account Bank makes available to the Issuer

the relevant statement with respect to the Account containing details of the funds

transfer or (in the case of a non-executed or defectively executed fund transfer)

after the date of the Payment Instruction, provided always that where the Issuer

has given such written notice, the Account Bank’s liability shall be subject to the

other exclusions and limitations set out in and provisions of this Agreement and (in

the case of a non-executed or defectively executed fund transfer) the Issuer’s sole

remedy shall be to request that the Account Bank make reasonable efforts to

recover the funds involved; or

(b) any losses arising where the Account Bank executes a Payment Instruction in

accordance with the unique numeric or alpha-numeric identifier of the beneficiary,

the beneficiary's bank or any intermediary bank included in the Payment

Instruction or with any other unique identifier specified by the Account Bank to the

Issuer, given by the Issuer in that Payment Instruction.

8. APPOINTMENT OF CASH ADMINISTRATOR

8.1 The parties to this Agreement hereby appoint The Bank of New York Mellon, London

Branch to be the Cash Administrator and, in their name and on their behalf, to perform the

Cash Administration Services (as defined below), and the Cash Administrator hereby

accepts such appointment on the terms and subject to the conditions of this Agreement.

8.2 During the continuance of its appointment hereunder, the Cash Administrator shall,

subject to and in accordance with, the terms and conditions of this Agreement, have the

full power, authority and right to do or cause to be done any and all things which the Cash

Administrator reasonably considers necessary, convenient or incidental to the exercise of

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the rights, powers, duties and the performance of its other duties and obligations in the

performance of the Cash Administration Services.

8.3 The Issuer grants the Cash Administrator power of attorney over the Accounts in a way

required to perform the services under Clause 9 (Cash Administration Services) of this

Agreement.

8.4 The power of attorney to the Cash Administrator shall remain in full force and effect until

such time when the Issuer notifies the Cash Administrator otherwise (with a copy to the

Account Bank) in writing, signed by 2 Authorised Representatives acting on behalf of the

Issuer

9. CASH ADMINISTRATION SERVICES

9.1 Without prejudice to the generality of Clause 8 (Appointment of Cash Administrator), the

duties of the Cash Administrator shall be limited to the provision of the Cash

Administration Services, which are set out in this Agreement. The Servicer shall provide

the Cash Administrator one Business Day in advance until 12 noon at the latest with the

Monthly Investor Report as well as any other reports, documents and information which

the Cash Administrator may reasonably request for the purposes of this Agreement.

9.2 The Cash Administrator shall provide the following services (the "Cash Administration

Services"):

(a) operate and maintain the Accounts in accordance with this Agreement;

(b) upon request, provide information and, where necessary, assistance in

accordance with its duties under this Agreement to the Issuer;

(c) check the payment instructions received from the Issuer for payments to be made

by the Issuer to be debited from the Distribution Account and/or any other bank

account (as the case may be) and applied in accordance with the Order of Priority

(where applicable) against the instructions received from the Servicer;

(d) if the instructions checked under item (c) match, arrange for all payments to be

made by the Issuer to be debited from the Accounts and applied in accordance

with the Order of Priority; and

(e) if the instructions checked under item (c) above match, give directions to the

Account Bank in respect of the transfers and payments to be arranged by it (if

any) by the times specified in this Agreement in order to ensure that the same

may be made on the relevant date provided that such directions are in accordance

with this Agreement or, if the instructions do not match, immediately upon

becoming aware of this, inform the Issuer and the Servicer of such mismatch.

9.3 The Cash Administrator shall not be authorised to enter into new agreements or amend

any of the Transaction Documents on behalf of the Issuer, or to act as the Issuer's office,

branch or permanent representative, or to conduct the Issuer's business pursuant to this

Agreement or any other Transaction Document. Only the actions which the Cash

Administrator is obliged to carry out, pursuant to this Agreement shall be exempted from

the above prohibition. The Cash Administrator shall have no discretion other than

contemplated under this Agreement and shall act strictly according to the instructions of

the Issuer, which at all times have to be in accordance with the terms and conditions of

this Agreement.

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9.4 The Cash Administrator shall not be obliged to appoint a third party with respect to the

Cash Administration Services unless it has been ensured by the Issuer or the Security

Trustee that it will be indemnified against any costs and expenses incurred in connection

therewith.

9.5 The Account Bank shall comply with any direction of the Cash Administrator to effect a

payment by debit from the respective Accounts if such direction is in writing (or as

otherwise agreed between the Account Bank and the Cash Administrator from time to

time), provided such direction complies with the respective mandate and certifies that the

payment specified therein is permitted to be made pursuant to this Agreement.

9.6 The Account Bank agrees that if directed pursuant to Clause 9.5 to make any payment,

the Account Bank will do so prior to close of business on the Business Day specified in

such direction and for value on such day provided that, if any direction is received by the

relevant Account Bank later than 1.00 p.m. (Luxembourg time) on any Business Day for

payment on such day, such the Account Bank shall make such payment at the latest at

the commencement of business on the following Business Day for value on that day.

10. LIMITED RECOURSE AND NON-PETITION

10.1 Notwithstanding any contrary provision herein, Clause 3 (Limited Recourse; No Lien or

Set-off; No Petition) of the Incorporated Terms Memorandum shall apply mutatis mutandis

as if set out herein in full. The Account Bank and the Cash Administrator each hereby

acknowledges, and agrees to, such limitation of its rights hereunder.

10.2 The provisions of this Clause 10 (Limited Recourse and Non-Petition) shall survive the

termination of this Agreement.

10.3 Notwithstanding anything to the contrary in this Agreement or any other document, the

Account Bank hereby:

(a) waives all its present and future rights under its general business conditions to a

lien or any other security interest over the Accounts;

(b) waives any right it has or may hereafter acquire to combine, consolidate or merge

the Accounts, any other accounts of the Issuer (if any) or the account of any other

person or set-off any liabilities of the Issuer or any other person to the Account

Bank and agrees that it shall not set-off or transfer any sum standing to the credit

of or to be credited to the Accounts in or towards satisfaction of any liabilities

owed to the Account Bank, the Issuer or any other person; and

(c) agrees, upon receipt of a copy of an Enforcement Notice from the Security

Trustee, to comply with any direction expressed to be given by the Security

Trustee in respect of the operation of the Accounts.

11. REPRESENTATIONS AND WARRANTIES OF THE ISSUER

11.1 The Issuer represents and warrants to the Account Bank and the Cash Administrator that:

(a) it is duly incorporated and validly existing under the laws of its jurisdiction of

incorporation, and is not subject to any insolvency procedure according to the

Applicable Insolvency Law;

(b) it has the power to enter into and perform its obligations under this Agreement

which constitutes its legally binding and enforceable obligations;

- 13 -


(c) this Agreement and the underlying transaction to which it relates will not conflict in

any material respect with:

(i) any applicable law or regulation or any official or judicial order or control;

or

(ii) its Articles of Incorporation; or

(iii) any material agreement to which it is a party or which is binding upon it or

its assets.

12. AMENDMENTS

12.1 In respect of any amendment, supplement or variation of this Agreement, Clause 6

(Amendments; Accession) of the Incorporated Terms Memorandum shall apply mutatis

mutandis as if set out herein in full.

12.2 Under no circumstances will the Account Bank or the Cash Administrator incur any liability

in respect of any changes or amendments to the Prospectus and the Transaction

Documents listed therein, not notified to the Account Bank. The Account Bank and the

Cash Administrator, as applicable should receive prior notification of any such changes or

amendments and where their effect is to change, or to add to, the responsibilities of the

Account Bank or the Cash Administrator, as applicable, the latter must be satisfied that

the amended, or additional responsibilities shall be practical to implement.

13. DUTIES OF THE ACCOUNT BANK

13.1 Notwithstanding anything to the contrary in this Agreement, the Account Bank undertakes

(and the Issuer acknowledges and agrees that), upon receipt by it of a written request

from the Security Trustee following the service of an Enforcement Notice:

(a) to comply with the directions only of the Security Trustee (expressed to be given

by the Security Trustee pursuant to the Deed of Charge and Assignment or the

Trust Agreement) or any Receiver in respect of the operation of the Accounts, and

the Account Bank shall be entitled to rely on any such direction purporting to have

been given on behalf of the Security Trustee or Receiver without enquiry; and

(b) that all right, authority and power of the Issuer in respect of the operation of the

Accounts shall be deemed terminated and of no further effect and the Account

Bank agrees that it shall, upon receipt of an Enforcement Notice from the Security

Trustee or Receiver comply with the directions of the Security Trustee or Receiver

appointed under the Deed of Charge and Assignment in relation to the operation

of the Accounts unless otherwise required by operation of law or by the order or

direction of a competent court,

and shall, for such purposes, be entitled to assume that a Receiver has been properly

appointed.

13.2 In case of any conflict between any instructions given to the Account Bank by the Security

Trustee and any other person the instructions of the Security Trustee will prevail.

14. FEES

14.1 With respect to fees and expenses, the parties agree as follows:

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(a) In consideration of the performance of its role under this Agreement, the Issuer

shall pay to the Account Bank and to the Cash Administrator, as applicable, in

accordance with the applicable Order of Priority the amounts set out by way of the

Account Bank Fee Letter.

(b) Notwithstanding the provisions of Clause 14.1(a), the Issuer acknowledges that

the Account Bank's or the Cash Administrator’s (as applicable) fees may be

adjusted from time to time. The Account Bank or the Cash Administrator, as

applicable, shall notify the Issuer of any increase in its fees in writing.

(c) In addition to the fees payable under Clause 14.1(a), the Issuer shall pay to the

Account Bank and to the Cash Administrator in accordance with the applicable

Order of Priority all out-of pocket expenses incurred by the Account Bank and/or

the Cash Administrator in the performance of its role under this Agreement

(including, but not limited to, all legal fees, stamp and other documentary duties or

taxes and expenses incurred in connection with the preparation and negotiation of

this Agreement) together with any applicable irrecoverable VAT.

(d) All amounts of whatever nature payable to, and recoverable by, the Account Bank

or the Cash Administrator, as applicable, pursuant to the terms of this Agreement

shall be payable by the Issuer at the next Payment Date out of the Available

Distribution Amount in accordance with the applicable Order of Priority provided

that the Servicer receives on behalf of the Issuer an invoice of the Account Bank

or the Cash Administrator, as applicable, prior to the end of a Monthly Period.

(e) After each Payment Date and after each credit or debit made to the relevant

Account, the Account Bank shall, within three (3) Business Days, provide both the

Issuer and the Servicer with a copy of the account statement evidencing each

payment made in accordance with the payment instructions or, each credit or

debit made to the relevant Account of the Issuer, as the case may be.

(f) The fees, commissions and expenses payable to the Account Bank or the Cash

Administrator for the services rendered and the performance of its obligations

under this Agreement shall not be abated by any remuneration or other amounts

or profits receivable by the Account Bank or the Cash Administrator (or to its

knowledge by any of its associates) in connection with any transaction effected by

the Account Bank or the Cash Administrator with or for the Issuer.

15. INDEMNITY

15.1 The Issuer shall indemnify the Account Bank and the Cash Administrator, as applicable,

(together with its directors, officers and employees) against any losses, liabilities, costs,

expenses, claims, actions or demands which the Account Bank or the Cash Administrator,

as applicable, may incur or which may be made against it as a result of or in connection

with the appointment or the exercise of or performance of the powers, authorities and

duties of it under this Agreement except such as may result from its own wilful default,

fraud, gross negligence, bad faith or failure to comply with its obligations hereunder or

that of its officers, employees or agents.

15.2 The Account Bank and the Cash Administrator will only be liable to the Issuer for losses,

liabilities, costs, expenses and demands arising directly from the performance of its

obligations under this Agreement suffered by or occasioned to the Issuer (the "Liabilities"

to the extent that the Account Bank or the Cash Administrator has been negligent,

fraudulent or in wilful default in respect of its obligations under this Agreement. The

- 15 -


Account Bank or the Cash Administrator shall not otherwise be liable or responsible for

any Liabilities or inconveniences which may result from anything done or omitted to be

done by it in connection with this Agreement.

15.3 The Account Bank or the Cash Administrator, as applicable, shall only comply with the

provisions of this Agreement and instructions given by or on behalf of the Issuer (or the

Security Trustee or any Receiver in accordance with the terms of this Agreement). The

Issuer shall not be entitled to give any such instructions which may at any time cause the

balance of the Distribution Account, the Cash Collateral Account, the Accumulation

Account, a Counterparty Downgrade Collateral Account or the Monthly Collateral Account

to be or become a debit balance. The Account Bank or the Cash Administrator, as

applicable, shall not be liable for controlling or inquiring as to the appropriateness and

correctness of any instruction given to it by the Issuer pursuant to this Agreement or the

nature or the source of the moneys it receives for crediting to the Accumulation Account,

the Distribution Account, the Counterparty Downgrade Collateral Account, the Cash

Collateral Account or the Monthly Collateral Account, nor for controlling or inquiring as to

the destination or the purpose of withdrawals made from the Issuer from any of the

Accounts; in particular and irrespective of the generality of the foregoing provision, the

Account Bank or the Cash Administrator, as applicable (i) will not have to inquire or verify

if the transactions entered into on the Accumulation Account, the Counterparty

Downgrade Collateral Account, the Cash Collateral Account or the Monthly Collateral

Account conform with or are consistent with any of the obligations or undertakings

undertaken by any of the parties under any other Transaction Document, (ii) shall

consider as valid, authentic and binding any document, notice or instructions and the

signature thereon, which may be addressed or notified to it by the Issuer or its attorneys

in accordance with this Agreement and (iii) shall not have to verify the validity of any

power of attorney given by the Issuer and the Issuer undertakes to confirm any decisions

made by any of its attorneys or by anyone reasonably deemed to be one of such

attorneys.

15.4 The liability of the Account Bank or the Cash Administrator shall be limited to the amount

of the Issuer and/or the Security Trustee’s actual loss. Such actual loss shall be

determined (i) as at the date of default of the Account Bank or the Cash Administrator or,

if later, the date on which the loss arises as a result of such default; and (ii) without

reference to any special conditions or circumstances known to the Account Bank or the

Cash Administrator at the time of entering into the Agreement, or at the time of accepting

any relevant instructions, which increase the amount of the loss. In no event shall the

Account Bank or the Cash Administrator be liable for any loss of profits, goodwill,

reputation, business opportunity or anticipated saving, or for special, punitive or

consequential damages, whether or not the Account Bank or Cash Administrator has

been advised of the possibility of such loss or damages.

15.5 The liability of the Account Bank or the Cash Administrator will not extend to any

Liabilities arising through any acts, events or circumstances not reasonably within its

control, or resulting from the general risks of investment in or the holding of assets in any

jurisdiction, including, but not limited to, Liabilities arising from: nationalisation,

expropriation or other governmental actions; any law, order or regulation of a

governmental, supranational or regulatory body; regulation of the banking or securities

industry including changes in market rules or practice, currency restrictions, devaluations

or fluctuations; market conditions affecting the execution or settlement of transactions or

the value of assets; breakdown, failure or malfunction of any third party transport,

telecommunications, computer services or systems; natural disasters or acts of God; war,

terrorism, insurrection or revolution; and strikes or industrial action.

- 16 -


15.6 The indemnity set out in Clause 15.1 shall continue in full force and effect notwithstanding

any termination or expiry of this Agreement.

15.7 Notwithstanding any other provision of this Agreement, the Issuer will have no obligation

to pay for or indemnify the Account Bank or the Cash Administrator against any FATCA

Costs.

16. SECURITY AND RESTRICTION ON THE ACCOUNT BANK'S RIGHTS

16.1 Pursuant to the Deed of Charge and Assignment, the Issuer has charged all its rights, title

and interest in, under and to all sums of money which may now be or hereafter are from

time to time standing to the credit of the Accounts together with all interest accruing from

time to time thereon and the debt represented thereby, each of the Accounts and the

Account Agreement to the Security Trustee.

16.2 The Account Bank hereby:

(a) waives any right it has or may hereafter acquire to combine, consolidate or merge

any Account with any other account of the Cash Administrator, the Issuer, the

Seller, the Security Trustee, the Servicer, a Swap Counterparty or any other

person or any liabilities of the Cash Administrator, the Issuer, the Seller, the

Security Trustee, the Servicer, a Swap Counterparty or any other person owing to

it;

(b) agrees that it will not exercise any lien, or, to the extent permitted by law, any set-

off or transfer any sum standing to the credit of or to be credited to any Account in

or towards satisfaction of any liabilities of the Cash Administrator, the Issuer, the

Seller, the Security Trustee, the Servicer, a Swap Counterparty or any other

person owing to it;

(c) acknowledges that the Issuer has, pursuant to the Deed of Charge and

Assignment, inter alia, assigned by way of security and/or charged all its rights,

title, interest and benefit, present and future, in and to, all sums from time to time

standing to the credit of the Accounts and all of its rights under this Agreement to

the Security Trustee; and

(d) undertakes that it will not knowingly create any Security Interest in relation to each

Account other than as created under or permitted pursuant to the Deed of Charge

and Assignment.

17. CHANGE OF ACCOUNT BANK

17.1 Any legal entity (i) into which the Account Bank and/or the Cash Administrator may be

merged or converted, (ii) with which the Account Bank and/or the Cash Administrator may

be consolidated, (iii) to which the business of the Account Bank and/or the Cash

Administrator is transferred, (iv) with which the Account Bank and/or the Cash

Administrator agrees to transfer its respective rights and obligations hereunder, or (v)

which results from any merger, conversion, consolidation or transfer to which the Account

Bank and/or the Cash Administrator shall be a party shall, subject to the Conditions and to

the extent permitted by applicable law, be the successor Account Bank or the Cash

Administrator (as the case may be) under this Agreement without any further formality,

and after such effective date all references in this Agreement to the Account Bank and/or

the Cash Administrator shall be deemed to be references to such corporation and, by

virtue of a transfer by novation, such successor shall acquire and become subject to the

- 17 -


same rights and obligations under this Agreement as Account Bank or as Cash

Administrator as if the successor had entered into this Agreement on or about the Signing

Date. Notice of any such merger, conversion, consolidation or transfer shall forthwith be

given by the Account Bank and/or the Cash Administrator to the Issuer and the Security

Trustee.

17.2 The Account Bank and/or the Cash Administrator is entitled to notify the Issuer and the

Security Trustee in writing that the Account Bank and/or the Cash Administrator intends to

resign as Account Bank and/or as Cash Administrator, as applicable. Within a period of

one month upon receipt of such resignation notice or under the prerequisites of Clause 13

(Accounts) of the Trust Agreement, the Account Bank and/or the Cash Administrator, as

applicable, shall be replaced by a Successor Bank as provided for in Clause 13

(Accounts) of the Trust Agreement. If within this period none of the measures set out

under Clause 13 (Accounts) of the Trust Agreement is taken, the Issuer shall terminate

the Account Agreement, provided that such termination shall not take effect until the

transition of the Issuer's banking arrangements and has been completed as set out in

Clause 21 (Termination).

18. ASSIGNMENT AND AMENDMENT

18.1 This Agreement shall be binding upon and inure solely for the benefit of the parties hereto

and their respective successors and assigns. No party may assign any of its rights or

obligations under this Agreement without the prior written consent of the other parties,

except in the cases mentioned under Clause 17 (Change of Account Bank) above.

18.2 The Account Bank or the Cash Administrator, as applicable, shall not be bound by any

modification of this Agreement, including the transfer of any interest hereunder, unless

such modification is in writing and signed by all the parties hereto.

18.3 Terms of this Agreement may only be waived by written consent signed by the party

hereto granting the waiver. The waiver by any party hereto of a breach of any provision of

this Agreement shall not operate or be construed as a waiver of any other provision and

any extension of time for the performance of any obligation shall not be deemed to be an

extension of time for the performance of any other obligation.

19. JURISDICTION AND GOVERNING LAW

Clause 7 (Applicable Law; Place of Performance; Jurisdiction) of the Incorporated Terms

Memorandum shall apply to this Agreement mutatis mutandis as if set out in full herein.

20. NOTICES

Subject to written notice of change of address, all communications required pursuant to

this Agreement shall be addressed as set out in Clause 4 (Notices) of the Incorporated

Terms Memorandum.

21. TERMINATION

21.1 Upon termination of this Agreement, the Account Bank shall be discharged from all duties

and liabilities hereunder, only upon such date as the Account Bank shall have distributed

all of the amounts standing to the credit of the Accounts pursuant to this Agreement. For

the avoidance of doubt, the discharge from all duties and liabilities of the Account Bank

under this Clause 21.1 shall not include any liabilities accrued under this Agreement prior

to its termination.

- 18 -


21.2 In case of a termination by the Account Bank or a termination due to a breach of this

Agreement by the Account Bank (notwithstanding and damage claims the Issuer may

have) the outgoing Account Bank shall, in case of a termination, reimburse (on a pro rata

basis) to the Issuer any up-front fees paid by the Issuer for periods after the date on which

the substitution of the Account Bank is taking effect. In case of a termination as a result of

the short-term or long-term ratings of the Account Bank falling below the Account Bank

Required Rating, the outgoing Account Bank shall reimburse the Issuer for the costs

(including legal costs and administration costs) or pay any costs incurred for the purpose

of appointing a successor Account Bank up to an amount of GBP 15,000 (the

"Replacement Cost"). For the avoidance of doubt, such Replacement Cost shall cover

any and all replacement costs occurred in respect of a replacement of The Bank of New

York Mellon, London Branch as Account Bank and Cash Administrator.

21.3 Upon termination of this Agreement in accordance with Clause 21.1 above, the Account

Bank shall upon instruction from the Issuer promptly close the Accounts.

22. MISCELLANEOUS

22.1 The obligations of the Account Bank and of the Cash Administrator shall be several and

not joint.

22.2 This Agreement expressly sets forth all the duties of the Account Bank and the Cash

Administrator. Except as expressly provided otherwise herein, neither the Account Bank

nor the Cash Administrator shall be bound by (and shall be deemed not to have notice of)

the provisions of any other agreement entered into by or involving the Issuer except this

Agreement and no implied duties or obligations of any kind (including without limitation,

duties of equitable or fiduciary nature) of the Account Bank or the Cash Administrator, as

applicable shall be read into this Agreement.

22.3 The Account Bank is under no duty to ensure that funds withdrawn from the Accounts are

actually applied for the purpose for which they were withdrawn or that any payment

instruction or other instruction or direction by the Issuer or the Cash Administrator is

accurate, correct or in accordance with this Agreement.

22.4 The Issuer and the Cash Administrator unconditionally agree to the use of any form of

telephonic or electronic monitoring or recording by the Account Bank as the Account Bank

deems appropriate for security and service purposes.

22.5 No party to this Agreement shall be required to perform any of its obligations under this

Agreement in the event of a force majeure event or if performance would result in such

party being in breach of any law or other regulation.

22.6 The Account Bank and the Cash Administrator, as applicable shall be entitled to rely upon

any order, judgment, decree, certification, demand, notice, or other written instrument

delivered to it hereunder without being required to determine the authenticity or the

correctness of any fact stated therein or validity or the service thereof. The Account Bank

or the Cash Administrator, as applicable, may act in reliance upon any instrument or

signature believed by it to be genuine and may assume that any person purporting to give

receipt or advice or make any statement or execute any document in connection with the

provisions hereof has been duly authorised to do so. The Account Bank shall be protected

and shall incur no liability for acting on such instruction.

22.7 Neither Account Bank nor the Cash Administrator, as applicable, shall have responsibility

for the contents of any ruling of the arbitrators or any third party contemplated in any other

- 19 -


document, to which the Issuer is privy, as a means to resolve disputes and may rely

without any liability upon the contents thereof.

22.8 In the event of any disagreement between the Issuer and any other person resulting in

adverse claims or demands being made in connection with the Accounts, or in the event

that the Account Bank in good faith is in doubt as to what action it should take hereunder,

the Account Bank shall be entitled to retain the funds in the Accounts until required to

release it in accordance with Clause 20 (Order of Priority) of the Trust Agreement.

22.9 The Account Bank may use (and its performance will be subject to the rules of) any

communications, clearing or payment system, intermediary bank or other system.

22.10 Any of the Account Bank, its officers, directors and employees may become the owner of,

and/or acquire any interest in, any Notes with the same rights that it or he would have had

if the Account Bank were not appointed under this Agreement, and may engage or be

interested in any financial or other transaction with the Issuer, and may act on, or as

depositary, trustee or agent for, any committee or body of holders of Notes or other

obligations of the Issuer, as freely as if the Account Bank were not appointed under this

Agreement without regard to the interests of the Issuer and shall be entitled to retain and

shall not in any way be liable to account for any profit made or share of brokerage or

commission or remuneration or other amount or benefit received thereby or in connection

therewith.

22.11 The Account Bank or the Cash Administrator, as applicable, may consult with legal or

other professional advisers selected by it and the written opinion of such advisers shall be

full and complete authorisation and protection in respect of any action taken or omitted to

be taken by it hereunder in good faith and in accordance with the opinion of such

advisers. External counsel fees are payable by each of the Account Bank and the Cash

Administrator unless, subject to the prior written consent of VWFS as Servicer and Seller,

it is agreed that such legal fees will be paid by the Issuer. Any such consent or agreement

shall be required only to the extent it is legally permissible and shall not be unreasonably

withheld or delayed. For the avoidance of doubt, any pending agreement in respect of any

external counsel fees shall not exempt the Account Bank and/or the Cash Administrator

from carrying out its obligations under this Agreement.

22.12 The Account Bank may with respect to the Accounts and the services provided under this

Agreement be carrying out a payment service for the purposes of the Payment Services

Regulations 2017 (as amended from time to time, the "2017 Regulations"). To the extent

it is the Issuer represents and warrants that it is not a consumer, micro-enterprise or

charity as defined in the Payment Services Regulations and undertakes to notify the

Account Bank promptly if at any time it becomes a consumer, micro-enterprise or charity.

Broadly, for these purposes, a micro-enterprise is an autonomous enterprise that employs

fewer than ten people and whose annual turnover and/or balance sheet total does not

exceed €2 million (or its Sterling equivalent), a consumer is an individual acting for

purposes other than a trade, business or profession, and a charity includes only those

whose annual income is less than £1 million. On the basis of the foregoing and in

accordance with regulations 40(74) and 63(5) of the 2017 Regulations (which provide that

the parties may agree that certain provisions of the 2017 Regulations shall not apply), the

Issuer agrees that all of the provisions of Part 6 of the 2017 Regulations and regulations

66(1), 67(3), and (4), 75, 77, 79, 80, 83, 91, 92 and 94 of Part 7 of the 2017 Regulations

shall not apply with respect to the Accounts and services to be provided under this

Agreement and that a different time period shall apply for the purposes of regulation

74(1).

- 20 -


22.13 The Account Bank will treat the Issuer as a professional client under applicable regulatory

client classification rules (the "Rules"). Under the Rules a greater degree of protection is

provided to retail clients than to professional clients, and eligible counterparties receive

the least protection. Professional clients have the right to request categorisation as a retail

client. However, it is not the Account Bank's policy in respect of this type of business to

accept retail clients, the Account Bank is unlikely to be able to provide these services to

the Issuer if the Issuer is categorised as a retail client.

22.14 The Account Bank shall not be under any obligation to take any action under this

Agreement which it expects will result in any expense or liability accruing to it, the

payment of which within a reasonable time is not, in its opinion, assured.

22.15 In case of any default by the Issuer, the Account Bank shall have no duty or responsibility

in the performance of the Issuer's obligations under the Conditions.

22.16 The Account Bank may assume that no Enforcement Notice has been given and that no

party to this Agreement is in breach of or in default of its obligations hereunder, unless it

has actual notice to the contrary. The Account Bank shall not be bound to enquire as to

the occurrence or otherwise of a Foreclosure Event, the service of an Enforcement Notice

or the performance by any party to this Agreement or the other Transaction Documents of

its obligations hereunder or thereunder or be affected by notice of any of the same.

22.17 Any debit from or credit to an Account shall be made by the Account Bank in accordance

with its usual practice and, in the case of credits made in anticipation of the receipt of

funds, subject to receipt of such immediately available funds. In the event that such funds

are not received or payment is reversed, the Account Bank may debit the Accounts with

an amount representing (i) the funds which are not actually received for value at such

later date or (ii) the reversed payment.

22.18 The Account Bank is under no duty to enquire whether funds withdrawn from the

Accounts are actually applied for the purpose for which they were withdrawn or that any

payment instruction or direction by the relevant party is accurate, correct or in accordance

with this Agreement or any other transaction document.

22.19 The Issuer represents to the Account Bank that it has not granted any security over the

Accounts other than set forth in the Deed of Charge and Assignment.

22.20 All complaints to the Account Bank should be directed to the relevant relationship

manager. The Account Bank may reply to any such complaint on paper or by electronic

mail.

23. COUNTERPARTS

Three counterparts of this Agreement shall be signed. Each signed counterpart shall be

deemed an original.

24. CONFIDENTIALITY

Clause 8 (Confidentiality) of the Incorporated Terms Memorandum shall apply to this

Agreement mutatis mutandis, as if set out herein.

- 21 -


25. THE SECURITY TRUSTEE AS A PARTY

The Security Trustee is a party hereto solely for taking benefit of various covenants and

other obligations of other parties hereto and shall incur no liability in connection with this

Agreement and/or the transactions hereby envisaged.

- 22 -


Schedule 1

TRUST AGREEMENT

(please refer to the separate Trust Agreement)

- 23 -


Schedule 2

FORM OF PAYMENT INSTRUCTION

[]

[]

For the attention of: []

[DATE]

Account Agreement

We refer to the agreement dated 25 May 2016, as amended from time to time, between, inter

alia, Driver UK Master S.A., acting for and on behalf of its Compartment 3 and The Bank of New

York Mellon, London Branch as Account Bank (the "Account Agreement"). Words and

expressions used in this Payment Instruction shall have the same meanings as in the Account

Agreement.

This Payment Instruction is being provided to you in accordance with Clause 6

(Operating/Release Procedure) of the Account Agreement. You are instructed to pay the

following amount[s] from the Account[s] specified below to:

[Name of the Account/Debit Account Number]

(a) [Correspondent Bank]

[Swift Code]/[ABA number (if dollars)]:

(b) [Beneficiary Bank]

[SWIFT Code/[Sort Code/(if sterling)]]

(c) [Account Name]

(d) [Account Number]

(e) [Ref.]

Amount: [in words]

Currency: [ ]

This Payment Instruction and all non-contractual obligations arising therefrom shall be governed

by English law.

Yours sincerely,

Driver UK Master S.A. acting for and on behalf of its Compartment 3

By:

(Authorised Representative

- 24 -


Schedule 3

AUTHORISED REPRESENTATIVES AND CALLBACK CONTACTS

Part A

Authorised Representatives

Driver UK Master S.A., acting for and on behalf of its Compartment 3

Name Position Limitations

(if applicable)

Specimen

signature

Telephone number

1. Ms Zamyra H.

Cammans

Director +352 26 02 49 45

2. Ms Caroline Lampis Director +352 26 02 49 35

2. Ms Catherine Pirrie Director +352 26 02 49 71

4. Alexander Nelke Authorised

Signatory

+352 26 02 49 39

Part B

Callback Contacts

Driver UK Master S.A., acting for and on behalf of its Compartment 3

Name Position Telephone number

1. Ms Zamyra H. Cammans Director +352 26 02 49 45

2. Ms Caroline Lampis Director +352 26 02 49 35

3. Ms Catherine Pirrie Director +352 26 02 49 71

4. Alexander Nelke Authorised Signatory +352 26 02 49 39

- 25 -


SIGNATURE PAGE

DRIVER UK MASTER S.A., acting for and on behalf of its Compartment 3

as Issuer

Name:

Title:

THE BANK OF NEW YORK MELLON, LONDON BRANCH

as Account Bank and Cash Administrator

Name:

Title:

WILMINGTON TRUST SP SERVICES (FRANKFURT) GMBH

as Security Trustee

Name:

Title: