DATED 12 NOVEMBER 2015 NEWDAY FUNDING RECEIVABLES TRUSTEE LTD AS RECEIVABLES TRUSTEE

Transcription

1 CLIFFORD CHANCE LLP EXECUTION VERSION DATED 12 NOVEMBER 2015 NEWDAY FUNDING RECEIVABLES TRUSTEE LTD AS RECEIVABLES TRUSTEE NEWDAY FUNDING TRANSFEROR LTD AS TRANSFEROR BENEFICIARY AND TRANSFEROR NEWDAY CARDS LTD AS SERVICER NEWDAY FUNDING LOAN NOTE ISSUER LTD AS LOAN NOTE ISSUER AND SERIES INVESTOR BENEFICIARY, SERIES INVESTOR BENEFICIARY, SERIES 2015-VFN INVESTOR BENEFICIARY AND ORIGINATOR VFN INVESTOR BENEFICIARY SERIES SUPPLEMENT TO RECEIVABLES TRUST DEED AND SERVICING AGREEMENT

2 CONTENTS Clause Page 1. Defined Terms Acknowledgement of Beneficiaries Categories of Additional Beneficiaries, Designation and Additional Funds Rights of the Series Investor Beneficiary in Respect of Series Consent of Existing Beneficiaries Declaration of Receivables Trustee Advance Payments Undertaking by the Transferor and Transferor Beneficiary Agreements of Loan Note Issuer as Series Investor Beneficiary Negative Covenants of the Loan Note Issuer, in its capacity as the Series Investor Beneficiary Further Undertakings of the Loan Note Issuer as Series Investor Beneficiary Partial Amortisation Acknowledgement of Beneficial Entitlement Notices Governing Law and Jurisdiction The Schedule Supplement to the Receivables Trust Deed and Servicing Agreement and the Receivables Trust Part 1 Definitions Part 2 Servicing Compensation and Investor Acquired Interchange Amount Part 3 Investor Aggregate Trustee Payment Amount Part 4 Investor Dilution Losses Part 5 Operation of the Receivables Trust Part 6 Series Pay Out Events Exhibit A Form of Monthly Statement Exhibit B Form of Monthly Payment Advice and Notification to the Receivables Trustee 136 Exhibit C Form of Series Extension Notice

3 THIS SERIES SUPPLEMENT is made on 12 November 2015 as a deed BETWEEN: (1) NEWDAY FUNDING RECEIVABLES TRUSTEE LTD (the "Receivables Trustee"), a private limited company incorporated in Jersey, Channel Islands with registered number , having its registered office at 47 Esplanade, St. Helier, Jersey JE1 0BD, in its capacity as trustee of the trust (the "Receivables Trust") constituted by a receivables trust deed and servicing agreement (the "Receivables Trust Deed and Servicing Agreement") dated 24 June 2015 (as the same may be supplemented, amended and/or restated from time to time); (2) NEWDAY FUNDING TRANSFEROR LTD, a company incorporated under the laws of England and Wales with registered number , having its registered office at Two Pancras Square London N1C 4AG, in its capacities as Transferor Beneficiary (the "Transferor Beneficiary") of the Receivables Trust and as Transferor (the "Transferor") of the Receivables pursuant to the terms of a receivables securitisation deed (the "Receivables Securitisation Deed") dated 24 June 2015 (as the same may be supplemented, amended and/or restated from time to time); (3) NEWDAY CARDS LTD, a company incorporated under the laws of England and Wales under registered number , having its registered office at Two Pancras Square, London N1C 4AG, in its capacity as Servicer (the "Servicer") of the Receivables Trust; and (4) NEWDAY FUNDING LOAN NOTE ISSUER LTD, a private limited company incorporated under the laws of England and Wales with company number , having its registered office at 35 Great St. Helen's, London EC3A 6AP, in its capacity as Loan Note Issuer (the "Loan Note Issuer"), Investor Beneficiary for Series (the "Series Investor Beneficiary"), Investor Beneficiary for Series (the "Series Investor Beneficiary"), Investor Beneficiary for Series VFN (the "Series 2015-VFN Investor Beneficiary") and Investor Beneficiary for the Originator VFN Series (the "Originator VFN Investor Beneficiary"). WHEREAS (A) (B) (C) The Loan Note Issuer intends to be designated as the Series Investor Beneficiary of the Receivables Trust pursuant to a Contribution in accordance with clause 5.3 (Contributions and Additional Beneficiaries) of the Receivables Trust Deed and Servicing Agreement, in the manner and in the amount set out herein. The Transferor Beneficiary (which, prior to the execution of this Supplement, constituted a Beneficiary of the Receivables Trust together with the Loan Note Issuer) intends to consent in the manner set out herein to the Loan Note Issuer becoming the Series Investor Beneficiary. The Receivables Trustee intends to supplement and vary the Receivables Trust Deed and Servicing Agreement in the manner and to the extent set out herein

4 (D) (E) (F) It is intended by the parties hereto that, following the simultaneous execution and completion of the transactions contemplated by this Supplement, the Loan Note Issuer will be designated as the Series Investor Beneficiary of the Receivables Trust as supplemented and varied in accordance with the provisions hereof and that the Series Investor Interest will thereafter be considered to constitute a Series for the purposes of the Receivables Trust Deed and Servicing Agreement, such Series to be referred to as "Series ". It is acknowledged by the parties hereto that the Loan Note Issuer will issue the Series Related Debt (as defined herein) secured on its beneficial entitlement as the Series Investor Beneficiary to NewDay Funding Plc (the "Series Issuer") and that the Series Issuer will issue the Series Associated Debt (as defined herein) secured on the Series Related Debt held by the Series Issuer. Each month, the Receivables Trustee will deliver to the Series Investor Beneficiary calculations and information regarding the Receivables Trust, trust allocations and distributions and movements of monies and credits and debits to ledgers between or in respect of the undivided trust and the segregated bare trusts. The calculations and information to be provided are as set out in Parts 2 (Servicing Compensation and Investor Acquired Interchange Amount) to 4 (Investor Dilution Losses) (inclusive) and Part 5 (Operation of the Receivables Trust), Clauses 6.6 (Calculations and Distributions) to 6.16 (Reallocated Principal Collections) (other than Clause 6.7 (Cash Available for Investment)) (inclusive) of the Schedule to this Supplement. NOW IT IS HEREBY AGREED as follows: - 2 -

5 PART 1 INTERPRETATION 1. Defined Terms Terms defined in, and the rules of construction set out in, schedule 1 (Master Definitions Schedule) to the master framework agreement dated 24 June 2015 between, among others, the Receivables Trustee, the Loan Note Issuer and the Transferor (as the same may be amended, varied or supplemented from time to time, the "Master Framework Agreement") and in the Schedule attached hereto shall be incorporated into and have the same meanings when used in this Supplement and the recitals hereto unless the context requires otherwise, provided, however, that, in the event that any term or provision contained in the Schedule attached hereto shall conflict with or be inconsistent with any provision contained in the Receivables Trust Deed and Servicing Agreement or the terms of schedule 1 to the Master Framework Agreement, the terms and provisions of the Schedule attached hereto shall prevail with respect to Series only. The provisions of the Common Terms apply to this Supplement and shall be binding on the parties to this Supplement as if set out in full in this Supplement, provided that, if there is any conflict between the provisions of the Common Terms and the provisions of this Supplement, the provisions of this Supplement shall prevail, save for where any provision of this Supplement relates to VAT, in which case the provisions of the Common Terms shall prevail and provided that the provisions of paragraph 6 (Limited Recourse; Non-Petition) of the Common Terms shall prevail at all times. 2. Acknowledgement of Beneficiaries In this Supplement: (b) references to any income being allocated to or applied for the benefit of any Beneficiary shall mean that such Beneficiary is absolutely beneficially entitled to such income and, notwithstanding any other provisions of the Receivables Trust Deed and Servicing Agreement or this Supplement, nothing contained herein shall operate to constitute a reallocation of such income to any other Beneficiary; and the beneficial entitlements of the Beneficiaries to income and other Trust Property under the Receivables Trust shall be determined solely in accordance with the Receivables Trust Deed and Servicing Agreement and any Supplements (including this Supplement)

6 PART 2 EFFECT OF SUPPLEMENT 3. Categories of Additional Beneficiaries, Designation and Additional Funds (b) (c) Upon payment to the Receivables Trust of the Contribution referred to in Clause 3(b) below and annotation of the Trust Register to evidence such Contribution and the Loan Note Issuer's Aggregate Investor Interest in the Receivables Trust (which shall constitute the Initial Investor Interest), the Loan Note Issuer will on the Series Closing Date be designated as the Series Investor Beneficiary under this Supplement by way of a Contribution in accordance with clause 5.3 (Contributions and Additional Beneficiaries) of the Receivables Trust Deed and Servicing Agreement. The Loan Note Issuer, in its capacity as the Series Investor Beneficiary, shall, for all purposes under the Receivables Trust Deed and Servicing Agreement, as supplemented by this Supplement, be beneficially entitled to Trust Property in an amount equal to the Initial Investor Interest together with its associated proportional entitlement to Finance Charge Receivables and other Trust Property. The Loan Note Issuer shall make a Contribution on the Series Closing Date or such later date as may be agreed between the parties hereto in an amount of 282,000,000, which shall be payable by the Loan Note Issuer in its capacity as the Series Investor Beneficiary to the Receivables Trustee. In order to fund the Contribution, the Loan Note Issuer shall deposit the proceeds of the issue of the Series Related Debt, being 282,000,000, in the Receivables Trustee Investment Account, such amount to be held as Cash Available for Investment on the Series Closing Date or such other later date as may be agreed between the parties hereto. Each month, a further contribution as calculated by the Receivables Trustee in accordance with the Schedule to this Supplement and clause 6 (Distributions and Calculations in respect of Collections) of the Receivables Trust Deed and Servicing Agreement shall be paid by the Series Investor Beneficiary to the Receivables Trustee by way of further contribution in respect of its interest in the Receivables Trust ("Additional Funds"). The size of each of the constituent elements of any payment of Additional Funds will be identified. The different possible categories of Additional Funds are: 1. "Investor Aggregate Trustee Payment Amount"; 2. "Investor Servicing Fee Amount"; 3. "Loss Make-Up (Default)"; 4. "Loss Make-Up (Charge-off)" (including "Refunded Utilised Principal Collections"); 5. "Excess Spread"; - 4 -

7 6. "Accumulation Reserve Ledger Surplus Amount"; 7. "Liquidity Reserve Ledger Surplus Release Amount"; and 8. "Investment Proceeds" (to the extent not included in Excess Spread). (d) (e) (f) Series shall be included in Group One. Series is not included in a Qualifying Swap Group on the Series Closing Date but may be identified by the Servicer as forming part of a Qualifying Swap Group at a future date, acting in its sole discretion in accordance with the terms of the documentation, upon written notice to the Receivables Trustee. Series shall not be subordinated to any other Series. The Scheduled Redemption Date of the Originator VFN Series that supports Series will be the Distribution Date falling in November 2019 or such later date as may be agreed from time to time by the Loan Note Issuer and the Transferor in any other Supplement. To the extent an Investor Charge-off resulting from Reallocated Principal Collections is reinstated by way of any Loss Make-Up (Charge-off), such Loss Make-Up (Charge-off) will be treated as Refunded Utilised Principal Collections. 4. Rights of the Series Investor Beneficiary in Respect of Series Following the Contribution referred to in Clause 3(b) (Categories of Additional Beneficiaries, Designation and Additional Funds), the beneficial entitlement of the Series Investor Beneficiary shall be as set out below: (b) (c) (d) in respect of Undivided Bare Trust Property other than Finance Charge Collections, Acquired Interchange and income on Permitted Investments, that proportion which the Series Adjusted Investor Interest bears on any day to the sum of the Combined Aggregate Adjusted Investor Interest and the Adjusted Transferor Interest on that day; in respect of Undivided Bare Trust Property which consists of Finance Charge Collections, Acquired Interchange and income on Permitted Investments received during any Collection Period, the Floating Investor Percentage for that Collection Period; in relation to Segregated Bare Trust Property, the Segregated Bare Trust Property held absolutely for the Series Investor Beneficiary from time to time; and the beneficial entitlement of the Series Investor Beneficiary to Trust Property shall terminate on the day immediately following the Series Termination Date. 5. Consent of Existing Beneficiaries The Transferor Beneficiary and the Loan Note Issuer as the Investor Beneficiary, being together all the existing Beneficiaries of the Receivables - 5 -

8 Trust prior to the execution of this Supplement, hereby consent to the Loan Note Issuer being designated as a Beneficiary of the Receivables Trust in its capacity as the Series Investor Beneficiary (pursuant to the terms of clause 5 (Trust Register and Additional Beneficiaries) of the Receivables Trust Deed and Servicing Agreement and the provisions of this Supplement) upon payment of the Contribution referred to in Clause 3(b) (Categories of Additional Beneficiaries, Designation and Additional Funds) (to which such existing Beneficiaries consent), as evidenced by annotation of the Trust Register to record such Contribution. (b) (c) The Transferor hereby consents to the creation by the Loan Note Issuer of an Encumbrance over the Series Investor Interest pursuant to the Security Trust Deed and Cash Management Agreement (and the Loan Note Supplement thereto executed in connection with the Series Related Debt). Each of the Transferor and the Loan Note Issuer hereby consent to the creation by the Series Issuer of an Encumbrance over its rights as a secured party in respect of the Series Related Debt pursuant to the Note Trust Deed executed by the Series Issuer in connection with, inter alia, the Series Associated Debt. 6. Declaration of Receivables Trustee With the consent of each of the existing Beneficiaries of the Receivables Trust as set out in Clause 5 (Consent of Existing Beneficiaries), the Receivables Trustee hereby declares that the Loan Note Issuer shall be designated as a Beneficiary of the Receivables Trust in its capacity as the Series Investor Beneficiary, with effect from the making of the Contribution referred to in Clause 3(b) (Categories of Additional Beneficiaries, Designation and Additional Funds), as evidenced by annotation of the Trust Register to record such Contribution on the Series Closing Date or such later date as may be agreed between the parties hereto (and, for the avoidance of doubt, prior to the undertaking of calculations and allocations of Trust Property by the Receivables Trustee on the Series Closing Date), the Receivables Trust Deed and Servicing Agreement shall be supplemented and varied in the manner and to the extent set out below, and (iii) the Receivables Trust Deed and Servicing Agreement shall from such time on the Series Closing Date be read and construed for all purposes as supplemented and varied as set out in the Schedule to this Supplement, and the terms of the Receivables Trust shall be supplemented and varied accordingly: clause 1 (Definitions) of the Receivables Trust Deed and Servicing Agreement shall be supplemented and varied with respect to Series by the addition of the definitions set out in Part 1 (Definitions) of the Schedule to this Supplement. In the event that any term or provision contained therein shall conflict with or be inconsistent with any provision contained in the Receivables Trust Deed and Servicing Agreement (whether by incorporation or otherwise), the terms and provisions of the Schedule shall govern with respect to Series only. All part or clause references in the Schedule shall be to the relevant part or clause of the Receivables Trust Deed and Servicing Agreement, except as otherwise provided in the Schedule. All capitalised terms used in the Schedule which are not otherwise defined therein - 6 -

9 are defined in schedule 1 (Master Definitions Schedule) to the Master Framework Agreement. Each capitalised term defined in the Schedule shall relate only to Series and no other Series; (b) for the purposes of Clause 3(c) (Categories of Additional Beneficiaries, Designation and Additional Funds), each constituent element of any payment of Additional Funds shall be paid, when due, by the Series Investor Beneficiary to the Receivables Trustee, in the following manner: (iii) in respect of Loss Make-Up (Default) and Loss Make-Up (Charge-off), by depositing such amounts in the Receivables Trustee Investment Account; in respect of Investor Aggregate Trustee Payment Amounts and Investor Servicing Fee Amounts, following the deposit of such amounts in the Loan Note Issuer Distribution Account, from the Loan Note Issuer Distribution Account to the Receivables Trustee as it shall direct; and in respect of Excess Spread, Investment Proceeds, Accumulation Reserve Ledger Surplus Amounts and Liquidity Reserve Ledger Surplus Release Amounts, by depositing such amounts in the Receivables Trustee Collection Account, whereupon such funds shall be credited to the Receivables Trustee Consideration Ledger and shall be used to make payments of Deferred Consideration; (c) (d) (e) for the purposes of clause 5.6 (Amounts Paid Pursuant to a Contribution) of the Receivables Trust Deed and Servicing Agreement in respect of Series , the Contribution referred to in Clause 3(b) (Categories of Additional Beneficiaries, Designation and Additional Funds) shall be made by the Series Investor Beneficiary on the Series Closing Date or such later date as may be agreed between the parties hereto by depositing the amount set out in Clause 3(b) (Categories of Additional Beneficiaries, Designation and Additional Funds) in the Receivables Trustee Investment Account, which shall constitute Cash Available for Investment in accordance with Clause 6.7 (Cash Available for Investment) of Part 5 (Operation of the Receivables Trust) of the Schedule on the Series Closing Date; clause 6 (Distributions and Calculations in respect of Collections) of the Receivables Trust Deed and Servicing Agreement shall, in respect of Series , comprise clauses 6.1 (Establishment of Trust Accounts) to 6.4A (Servicer and Sub-Servicer Accounts) (which shall be read in their entirety as provided in the Receivables Trust Deed and Servicing Agreement) and clauses 6.5 (Series Finance Charge Collections Ledger) to 6.18 (Series Extension) which shall be read in their entirety as set out in Part 5 (Operation of the Receivables Trust) of the Schedule and shall be applicable only to Series ; for the purposes of clause 7.2 (Series Pay Out Events) of the Receivables Trust Deed and Servicing Agreement, the Series Pay Out Events applicable to Series - 7 -

10 shall be the Series Pay Out Events set out in Part 6 (Series Pay Out Events) of the Schedule; (f) (g) (h) for the purposes of clause 8.15(b) (Fees, Costs and Expenses of the Receivables Trustee) of the Receivables Trust Deed and Servicing Agreement, the amount of the Investor Aggregate Trustee Payment Amount payable by the Series Investor Beneficiary on each Transfer Date in respect of Series shall, as provided in Clause 11(b) (Investor Aggregate Trustee Payment Amount), be calculated, allocated and paid in the manner set out in Part 3 (Investor Aggregate Trustee Payment Amount) of the Schedule; for the purposes of clause 10.2(b) (Investor Servicing Fee Amount) of the Receivables Trust Deed and Servicing Agreement in respect of Series , the amount of the Servicing Fee payable by the Receivables Trustee to the Servicer (identified as the "Investor Servicing Fee Amount") which is to be met from payments made to the Receivables Trustee by the Series Investor Beneficiary shall, as provided in Clause 11 (Investor Servicing Fee Amount), be calculated, allocated and paid in the manner set out in Part 2 (Servicing Compensation and Investor Acquired Interchange Amount) of the Schedule; an amount equal to the Investor Acquired Interchange Amount allocable to Series shall be allocated and utilised in the manner set out in Part 2 (Servicing Compensation and Investor Acquired Interchange Amount) of the Schedule; for the purposes of clause 10.5(b) (Monthly Servicer's Report) of the Receivables Trust Deed and Servicing Agreement, a Monthly Servicer's Report relating to Series shall (upon request) be provided to the Receivables Trustee, containing substantially all of the information set out in Exhibits A (Form of Monthly Statement) and B (Form of Monthly Payment Advice and Notification to the Receivables Trustee) of the Schedule; and the Servicer shall prepare (and, upon request, deliver to the Cash Manager and the Issuer), in the form determined by the Servicer and the Issuer from time to time, a monthly investor report to be made available by the Cash Manager to the holders of the Series Associated Debt via the Bloomberg service or any other replacement service designated by the Servicer (on behalf of the Issuer and notified to the noteholders) and/or on the website at containing: (A) material information relevant to the holders of the Series Associated Debt; and (B) if applicable, confirmation of the ongoing retention (including the nature of such retention) by the Transferor of a material net economic interest of not less than 5 per cent. of the nominal - 8 -

11 value of the securitisation to which the Transaction Documents relate in accordance with Article 405 of EU Regulation 575/2013 and Article 51 of EU Regulation 231/2013; and (j) for the avoidance of doubt, clause 13.1 (Amendment) of the Receivables Trust Deed and Servicing Agreement shall apply to any amendment of this Supplement, including the Schedule. 7. Advance Payments (b) (c) The provisions of the Master Cash Settlement Agreement shall apply to Series and, for the purposes of the Master Cash Settlement Agreement, Series shall be a Relevant Series (as defined therein). For the purposes of Series , the "Senior Expense Amount" shall be an amount calculated by the Servicer on the first day of each Collection Period as being equal to the expected payments under clause 6.11 to (j), (s), (v), (z) and (bb) (Payments of Amounts Representing Available Funds) of the Receivables Trust Deed and Servicing Agreement, as inserted by Part 5 (Operation of the Receivables Trust) of the Schedule hereto, on the related Transfer Date, provided that the Reference Rate for such purposes, if applicable, will be at least equal to the Reference Rate on the date of calculation of such expected payments as notified to the Servicer by the Calculation Agent on such date. The expected payments under clause 6.11(f), (g), (h),, (s) and (v) (Payments of Amounts Representing Available Funds) and if so provided in the relevant Qualifying Swap Agreement, clauses 6.11(e), (f) and (bb), and the Senior Expense Amount shall be recalculated for the purposes of Series on the Distribution Date falling during such Collection Period (being the date of determination of the LN Rates for payments to be made on the Distribution Date following such Collection Period)

12 PART 3 UNDERTAKINGS AND AGREEMENTS 8. Undertaking by the Transferor and Transferor Beneficiary Periodic Finance Charges and other Fees The Transferor hereby covenants to the parties to this Supplement on the terms of paragraph 4 of schedule 7 (Covenants) to the Receivables Securitisation Deed (the ''RSD''). (b) Disposals The Transferor Beneficiary hereby undertakes to each of the parties to this Supplement and to the Receivables Trustee for itself and as trustee for each Beneficiary that it will not make any Disposal or create or grant any Encumbrance in respect of its beneficial entitlement in the Receivables Trust except in accordance with clause 5.2 (Disposals of Beneficial Entitlement) of the Receivables Trust Deed and Servicing Agreement and acknowledges that any attempt to do so shall be void. (c) Limited Recourse NFT as Transferor and Transferor Beneficiary and NewDay Cards Ltd as Servicer hereby undertake (and any Successor Servicer, by its appointment under the Receivables Trust Deed and Servicing Agreement shall also undertake) to the Receivables Trustee or any successor trustee for itself and as trustee for each Beneficiary that: the obligations of the Receivables Trustee hereunder at any time are limited to the lesser, at such time, of the amount of such obligation (the "nominal amount") and (b) an amount (the "available amount") equivalent to, in the case of obligations owed to the Transferor Beneficiary, the value of the Transferor Interest at such time and, in the case of obligations owed to an Investor Beneficiary, the value of that Investor Beneficiary's Aggregate Investor Interest at such time. No Beneficiary shall have a right to make demand or initiate proceedings against the Receivables Trustee for the excess of the nominal amount over the available amount. The Receivables Trustee shall incur no liability and be under no additional duty to any person solely as a result of any inability on its part to make payments or to perform other obligations hereunder, which inability results from the operation of the foregoing provisions of this Clause 8(c); and it shall have no recourse, in respect of any obligation, covenant or agreement of the Receivables Trustee, against any shareholder, officer, agent, secretary or director of the Receivables Trustee

13 (d) Risk Retention Requirements The Transferor undertakes that it will: retain a material net economic interest of not less than 5 per cent. of the nominal value of the securitisation to which the Transaction Documents relate in accordance with Article 405 of Regulation 575/2013 (the "CRR") and Article 51 of EU Regulation 231/2013 (the "AIFMR") until the Series Termination 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 of the AIFMR of an originator's interest in an amount of not less than 5% of the securitised exposures; and 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 or a successor regulator, 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. 9. Agreements of Loan Note Issuer as Series Investor Beneficiary Use of Undivided Bare Trust Property by Receivables Trustee The Loan Note Issuer as Series Investor Beneficiary acknowledges and agrees that the Receivables Trustee or any successor trustee shall utilise the Undivided Bare Trust Property in making payments for Receivables and otherwise operate the Undivided Bare Trust on the terms and subject to the conditions of the Receivables Trust Deed and Servicing Agreement and that the Series Investor Beneficiary shall not be entitled to receive any Undivided Bare Trust Property, except to the extent and in the circumstances set out in the Receivables Trust Deed and Servicing Agreement and this Supplement. For the avoidance of doubt, nothing in this Supplement shall be construed as resulting in a reallocation of beneficial entitlement between the beneficiaries of the Undivided Bare Trust. (b) Non-Petition The Series Investor Beneficiary hereby undertakes to the Receivables Trustee (and any successor trustee) for itself and as trustee for each other Beneficiary that it will not take any corporate action or other steps or legal proceedings seeking a declaration of désastre in respect of the property of, or for the winding up, dissolution or reorganisation of, or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator, bankruptcy official or similar officer of, any other Investor Beneficiary (unless such Investor Beneficiary specifies otherwise in any

14 related Supplement), the Receivables Trustee or any successor trustee of the Receivables Trust, or of any or all of the revenues and assets of any of them, nor, in relation to an Investor Beneficiary, participate in any ex parte proceedings or seek to enforce any judgment against any such person. (c) Disposals The Series Investor Beneficiary undertakes to the Receivables Trustee for the benefit of itself and as trustee for each other Beneficiary that it will not make any Disposal or create or grant any Encumbrance in respect of its beneficial entitlement in the Undivided Bare Trust, except in accordance with clause 5.2 (Disposals of Beneficial Entitlement) of the Receivables Trust Deed and Servicing Agreement and acknowledges that any attempt to do so shall be void. Without prejudice to the generality of Clause 9(c) above, the Loan Note Issuer hereby undertakes to the Receivables Trustee for the benefit of itself and as trustee for each other Beneficiary that it will not make any Disposal or create or grant any Encumbrance in respect of any of the Series Related Debt if the effect of any such Disposal or Encumbrance could result in the Series Investor Interest being beneficially held by or charged to more than one person and acknowledges that any attempt to do so shall be void, provided that the Receivables Trustee and the Transferor Beneficiary hereby acknowledge (as evidenced by their respective execution of this Supplement) that the Series Investor Interest shall be subject to the security granted for the benefit of the holders of the Series Related Debt pursuant to the Series Loan Note Supplement, and all of the foregoing hereby consent thereto and provided further that the Series Related Debt will be subject to the security that the Series Issuer has granted over its assets in order to secure its obligations under, inter alia, the Series Associated Debt. (d) Tax The Loan Note Issuer in its capacity as the Series Investor Beneficiary under this Supplement hereby confirms that its usual place of abode for the purposes of Section 874(1)(d) of the Income Tax Act 2007 is in the United Kingdom. (e) Additional Supplements The Loan Note Issuer in its capacity as the Series Investor Beneficiary confirms that: subject to clause 5.4(b) (Procedure for Contributions) of the Receivables Trust Deed and Servicing Agreement and the prior written consent of each of the Beneficiaries of the Receivables Trust (including the Loan Note Issuer), the Receivables Trust may be supplemented and varied from time to time in accordance with the terms of additional Supplements;

15 (iii) subject to the prior written consent of each of the Beneficiaries of the Receivables Trust (including the Loan Note Issuer) and clause 13.1 (Amendment) of the Receivables Trust Deed and Servicing Agreement, this Supplement may be varied from time to time; and the Loan Note Issuer, in such capacity, hereby consents to the matters referred to in paragraphs and of this Clause 9(e). (f) Limited Recourse The Loan Note Issuer in its capacity as Series Investor Beneficiary hereby confirms to the Receivables Trustee (or any successor trustee) for itself and as trustee for each other Beneficiary that: the obligations of the Receivables Trustee hereunder at any time are limited to the lesser, at such time, of the nominal amount of (the "nominal amount") and (b) an amount (the "available amount") equivalent to, in the case of obligations owed to the Transferor Beneficiary, the value of the Transferor Interest at such time and, in the case of obligations owed to an Investor Beneficiary, the value of that Investor Beneficiary's Aggregate Investor Interest at such time. No Beneficiary shall have a right to make demand or initiate proceedings against the Receivables Trustee for the excess of the nominal amount of such obligations over the available amount of such obligations. The Receivables Trustee shall incur no liability and be under no additional duty to any person solely as a result of any inability on its part to make payments or to perform other obligations hereunder, which inability is provided for in the foregoing provisions of this Clause 9(f); and it shall have no recourse, in respect of any obligation, covenant or agreement of the Receivables Trustee, against any shareholder, officer, agent or director of the Receivables Trustee. (g) Authorisation for Receivables Trustee to make Transfers The Loan Note Issuer in its capacity as the Series Investor Beneficiary authorises the Receivables Trustee, to the extent required, to make the necessary transfers for the purposes of clause 6.11 (Payments of Amounts Representing Available Funds) of the Receivables Trust Deed and Servicing Agreement, as inserted by Part 5 (Operation of the Receivables Trust) of the Schedule. 10. Negative Covenants of the Loan Note Issuer, in its capacity as the Series Investor Beneficiary The Loan Note Issuer in its capacity as Series Investor Beneficiary shall not, save to the extent permitted by the Relevant Documents, the Series Relevant Documents (as defined below) or, in respect of any previous or future Series, by the Other Series Documents (as defined below):

16 (b) (c) (d) (e) (f) (g) create or permit to subsist any Encumbrance, including, without limitation, anything analogous to any Encumbrance under the laws of any jurisdiction, upon the whole or any part of its present or future undertaking, assets or revenues (including uncalled capital); carry on any business other than as described in the Relevant Documents and in respect of that business shall not engage in any activity or do anything whatsoever except preserve and/or exercise and/or enforce any of its rights and perform and observe its obligations under the Series Related Debt, the Receivables Trust Deed and Servicing Agreement, this Supplement, the Loan Note Issuer Account Bank Agreement, any mandates regarding the Loan Note Issuer Distribution Account (or any other bank account of the Loan Note Issuer in respect of Series ), the Security Trust Deed and Cash Management Agreement and the related Series Loan Note Supplement, the Master Framework Agreement and the Beneficiaries Deed (all of such, the "Series Relevant Documents") and preserve and/or exercise and/or enforce any of its rights and perform and observe its obligations under the documents it has entered into or will enter into in respect of any other Series (the "Other Series Documents"); use, invest or dispose of any of its property or assets other than in the manner provided in or contemplated by the Series Relevant Documents and the Other Series Documents; have or form, or cause to be formed, any subsidiary, subsidiary undertaking or undertaking of any other nature or have any employees or premises (other than a sufficient number of employees or premises in light of contemplated business operations), or have an interest in any bank account other than Trust Accounts, the Loan Note Issuer Distribution Account and any other bank accounts established by it as an Investor Beneficiary in respect of Series or any other Series; create, incur or suffer to exist any indebtedness (other than indebtedness permitted to be incurred under the terms of its articles of association and pursuant to or as contemplated in any of the Series Relevant Documents or Other Series Documents) or give any guarantee in respect of any obligation of any person; repurchase any shares or declare or pay any dividend or other distribution to its shareholders, provided that the Loan Note Issuer shall be entitled to declare and pay dividends after preparation of audited quarterly, semi-annual or annual accounts; waive, modify or amend, or consent to any waiver, modification or amendment of, in any material respect, any of the provisions of the Series Relevant Documents, without the prior written consent of the Security Trustee (and, in the case of the calculation of interest and determination of any interest period for the purposes of the Series Related Debt, the Transferor Beneficiary and, in the case of the Receivables Trust Deed and Servicing Agreement and this Supplement, each of the Beneficiaries of the

17 Receivables Trust, subject as provided in clause 13.1 (Amendment) of the Receivables Trust Deed and Servicing Agreement); or (h) offer to surrender to any company any amounts which are available for surrender by way of group relief. 11. Further Undertakings of the Loan Note Issuer as Series Investor Beneficiary Investor Servicing Fee Amount The Loan Note Issuer, in its capacity as Series Investor Beneficiary, hereby undertakes to the Receivables Trustee (by way of a contractual obligation owed by it as Series Investor Beneficiary to no other person and not as part of the terms of the Receivables Trust) that it will pay, by way of Additional Funds in accordance with Clause 3(c) (Categories of Additional Beneficiaries, Designation and Additional Funds), to the Receivables Trustee from its own resources in the circumstances and in the manner set out in Part 2 (Servicing Compensation and Investor Acquired Interchange Amount) of the Schedule, an amount equal to the Investor Servicing Fee Amount. The Receivables Trustee will apply such amount in meeting the Servicing Fee in respect of which the Receivables Trustee is entitled to be reimbursed by the Beneficiaries and which is payable by the Receivables Trustee to the Servicer pursuant to clause 10.2 (Servicing Compensation) of the Receivables Trust Deed and Servicing Agreement. The amount of any such reimbursement to be made by the Series Investor Beneficiary to the Receivables Trustee shall not exceed an amount equal to the amount of monies available for such purpose as set out in Part 2 (Servicing Compensation and Investor Acquired Interchange Amount) of the Schedule. (b) Investor Aggregate Trustee Payment Amount The Loan Note Issuer, in its capacity as Series Investor Beneficiary, hereby undertakes to the Receivables Trustee (by way of a contractual obligation owed by it as Series Investor Beneficiary to no other person and not as part of the terms of the Receivables Trust) that it will pay, by way of Additional Funds in accordance with Clause 3(c) (Categories of Additional Beneficiaries, Designation and Additional Funds) (such payment being identified as the Investor Aggregate Trustee Payment Amount) to the Receivables Trustee from its own resources in the circumstances and manner set out in Part 3 (Investor Aggregate Trustee Payment Amount) of the Schedule. The amount of any such Additional Funds to be paid by the Loan Note Issuer, in its capacity as Series Investor Beneficiary, shall not exceed an amount equal to the amount of monies available for such purpose as set out in Part 3 (Investor Aggregate Trustee Payment Amount) of the Schedule. (c) Investment Proceeds The Loan Note Issuer, in its capacity as Series Investor Beneficiary, hereby undertakes to the Receivables Trustee (by way of a contractual

18 obligation owed by it as Series Investor Beneficiary to no other person and not as part of the terms of the Receivables Trust) that, unless specified otherwise herein, it will pay to the Receivables Trustee from its own resources by way of Additional Funds in accordance with Clause 3(c) (Categories of Additional Beneficiaries, Designation and Additional Funds) (such payments being identified as "Investment Proceeds") amounts equal to any payments it receives in respect of investment earnings (to the extent not included in Excess Spread) from Permitted Investments in the Receivables Trust. To the extent necessary, the Receivables Trustee is hereby authorised to make such payments described above in paragraphs to (c) on the Loan Note Issuer's behalf. 12. Partial Amortisation (b) (c) If, on any Determination Date, a Partial Amortisation Event occurs, the Servicer shall notify the Receivables Trustee (a "Partial Amortisation Notice") and will (on behalf of the Receivables Trustee) apply an amount of Cash Available for Investment equal to the Partial Amortisation Amount (if any) in respect of each outstanding Series in Group One to make a repayment in respect of such Series (each such repayment being referred to as a "Partial Amortisation") on the immediately following Transfer Date (a "Partial Amortisation Date"). The Servicer shall certify in the Partial Amortisation Notice or otherwise in advance of any Partial Amortisation Date that a Partial Amortisation Event has occurred and shall specify the Partial Amortisation Amount (if any) which it has determined for each Series in Group One, including Series The Servicer hereby agrees that it will provide all necessary assistance to each of the Receivables Trustee, the Transferor and the Loan Note Issuer in relation to a Partial Amortisation, including, but not limited to, the determination of the Partial Amortisation Amount (if any) for each Series. The Servicer hereby agrees that it will provide such services to the Receivables Trustee, the Transferor and the Loan Note Issuer as if it were a servicer function pursuant to clause 10 (Servicer Functions) of the Receivables Trust Deed and Servicing Agreement. Each of the Receivables Trustee, the Transferor and the Loan Note Issuer agrees and acknowledges that: the provision of the services to be provided by the Servicer pursuant to this paragraph (c) shall be subject to the limitations of liability and other protections for the Servicer set out in the Receivables Trust Deed and Servicing Agreement; and the Servicer shall not incur any liability to the Receivables Trustee, the Transferor or the Loan Note Issuer (including in its capacity as an Investor Beneficiary of any Series, including Series ) or otherwise in connection with its determination of the Partial Amortisation Amount (if any) for any Series, including Series , and any consequent payment or non-payment in respect of any Related Debt and/or Associated Debt (or any payment or non-payment, or

19 termination or non-termination, of any Enhancement), save in respect of its own gross negligence, fraud or wilful default. (d) Any Partial Amortisation Amount paid to the Series Investor Beneficiary shall be allocated between the various Classes of the Series Investor Interest pro rata, unless the Servicer certifies that, in its opinion, a different allocation is necessary in order to avoid a Pay Out Event or avoid any Rating Agency reducing or withdrawing its rating of any of the Series Associated Debt, in which case such Partial Amortisation Amount shall be allocated between the various Classes of the Series Investor Interest as the Servicer shall determine is necessary to avoid the relevant event

20 PART 4 MISCELLANEOUS 13. Acknowledgement of Beneficial Entitlement The parties acknowledge and agree that, where the Receivables Trustee: (b) holds any amount as being allocated to the Series Investor Beneficiary; and is authorised to apply such amount or any part thereof (such amount or part being referred to in this Clause 13 as the "relevant amount") in satisfying any obligation, expense or outgoing of the Series Investor Beneficiary (such obligation, expense or outgoing being referred to in this Clause 13 as the "relevant outgoing"), the Series Investor Beneficiary shall be free to meet the relevant outgoing out of any other resources which may be available to it (apart from amounts held on Segregated Bare Trust for the Series Investor Beneficiary under the terms of any of the Relevant Documents). If the Series Investor Beneficiary has met the relevant outgoing out of such other resources, the Receivables Trustee shall distribute the relevant amount to the Series Investor Beneficiary by depositing such amount in the Loan Note Issuer Distribution Account. 14. Notices Unless otherwise stated herein, each communication or notice to be made hereunder shall be made in accordance with the Master Framework Agreement. 15. Governing Law and Jurisdiction Governing Law This Supplement and all non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, the laws of England without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. (b) Jurisdiction Each of the parties hereto irrevocably agrees for the benefit of each other party that the courts of England shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Supplement (respectively, "Proceedings" and "Disputes"), and, for such purposes, irrevocably submits to the jurisdiction of such courts. Each of the parties hereto irrevocably waives any objection which it might now or hereafter have to the courts referred to in Clause 15(b) being nominated as the forum to hear and determine any Proceeding,

21 and to settle any Disputes, which may arise out of or in connection with this Supplement and agrees not to claim that any such court is not a convenient or appropriate forum. IN WITNESS WHEREOF the Receivables Trustee, NFT (in its capacities as Transferor Beneficiary and Transferor), the Servicer and the Loan Note Issuer (in its capacities as Loan Note Issuer, Series Investor Beneficiary, Series Investor Beneficiary, Series 2015-VFN Investor Beneficiary and Originator VFN Investor Beneficiary) have caused this Supplement to be duly executed and delivered by their duly authorised representatives as a deed on the day and year first above written

22 THE SCHEDULE SUPPLEMENT TO THE RECEIVABLES TRUST DEED AND SERVICING AGREEMENT AND THE RECEIVABLES TRUST PART 1 DEFINITIONS "Accumulation Reserve Draw Amount" shall have the meaning given to it in Clause 6.17(c)(ix) (Series Principal Funding Ledger, Series Accumulation Reserve Ledger and Series Liquidity Reserve Ledger); "Accumulation Reserve Funding Date" shall mean the Transfer Date which occurs not later than the earliest of: (b) (c) (d) the Transfer Date which occurs 1 month prior to the commencement of the Controlled Accumulation Period; or the first Transfer Date, if any, for which the Portfolio Adjusted Yield is less than 2.6 per cent., and which falls no more than 12 months prior to the commencement of the Controlled Accumulation Period; or the first Transfer Date, if any, for which the Portfolio Adjusted Yield is less than 5.15 per cent., and which falls no more than 6 months prior to the commencement of the Controlled Accumulation Period; or the first Transfer Date, if any, for which the Portfolio Adjusted Yield is less than 7.75 per cent., and which falls no more than 4 months prior to the commencement of the Controlled Accumulation Period; "Accumulation Reserve Investment Proceeds" shall have the meaning given to it in Clause 6.17(c)(vii) (Series Principal Funding Ledger, Series Accumulation Reserve Ledger and Series Liquidity Reserve Ledger); "Accumulation Reserve Ledger Surplus Amount" shall have the meaning given to it in Clause 6.17(c)(xi) (Series Principal Funding Ledger, Accumulation Reserve Ledger and Series Liquidity Reserve Ledger); "Additional Funds" shall have the meaning specified in clause 3(c) (Categories of Additional Beneficiaries, Designation and Additional Funds) of the Series Supplement; "Adjusted Investor Interest" shall mean, in respect of Series , the Series Adjusted Investor Interest; "Aggregate Investor Dilution Amount" shall mean, with respect to any Collection Period, the sum of the Investor Dilution Losses in respect of such Collection Period; "Associated Debt" shall mean, in respect of Series , the Series Associated Debt; "Available Accumulation Reserve Amount" shall mean, with respect to any Transfer Date, the amount recorded on the Series Accumulation Reserve

23 Ledger on such date (before giving effect to any amount credited or to be credited pursuant to Clause 6.11(z) (Payments of Amounts Representing Available Funds) to the Series Accumulation Reserve Ledger on such date); "Available Funds" shall mean, with respect to any Collection Period (or the following Determination Date or Transfer Date), an amount equal to the sum of: (b) (c) (d) (e) the Investor Percentage of Finance Charge Collections, as allocated to the Series Investor Beneficiary by being credited to the Series Finance Charge Collections Ledger, for such Collection Period; the Investor Percentage of amounts of Acquired Interchange, as allocated to the Series Investor Beneficiary by being credited to the Series Finance Charge Collections Ledger for such Collection Period (or to be credited to the Series Finance Charge Collections Ledger on the related Transfer Date with respect to the preceding Collection Period) (excluding any such amount of Acquired Interchange which has been applied in accordance with paragraph (c) of part 2 (Servicing Compensation and Investor Acquired Interchange Amount) of the schedule to the Series Supplement); with respect to any Collection Period prior to the payment in full of the Series Investor Interest, the Principal Funding Investment Proceeds transferred from the Series Principal Funding Ledger of the Receivables Trustee Investment Account to the Receivables Trustee Collection Account pursuant to Clause 6.17(b)(iii) (Series Principal Funding Ledger, Series Accumulation Reserve Ledger and Series Liquidity Reserve Ledger) (up to a maximum amount equal to the aggregate of the Series Covered Amount), if any, with respect to the related Transfer Date; with respect to any Collection Period prior to the payment in full of the Series Investor Interest, the Accumulation Reserve Investment Proceeds and Liquidity Reserve Investment Proceeds transferred from the Series Accumulation Reserve Ledger and Series Liquidity Reserve Ledger of the Receivables Trustee Investment Account to the Receivables Trustee Collection Account pursuant to Clauses 6.17(c)(vii) and 6.17(c)(ix) (Series Principal Funding Ledger, Series Accumulation Reserve Ledger and Series Liquidity Reserve Ledger) and Clause 6.17(d)(viii)(B) (Series Principal Funding Ledger, Series Accumulation Reserve Ledger and Series Liquidity Reserve Ledger), if any, with respect to the related Transfer Date; and net amounts to be received by the Loan Note Issuer into the Loan Note Issuer Distribution Account pursuant to the terms of a Qualifying Swap Agreement and recorded on the Series Ledger as amounts being referable to Series in relation to the following Distribution Date; "Available Liquidity Reserve Amount" shall mean, with respect to any Transfer Date, the amount recorded on the Series Liquidity Reserve Ledger on such date (before giving effect to any amount credited or to be credited pursuant to Clause