RECEIVABLES SALE AGREEMENT

EXECUTION VERSION RECEIVABLES SALE AGREEMENT 19 JUNE 2013 SANTANDER CONSUMER (UK) PLC as Seller MOTOR 2013-1 PLC as Issuer DEUTSCHE TRUSTEE COMPANY...
Author: Melvyn Mason
1 downloads 4 Views 1MB Size
EXECUTION VERSION

RECEIVABLES SALE AGREEMENT

19 JUNE 2013

SANTANDER CONSUMER (UK) PLC as Seller MOTOR 2013-1 PLC as Issuer DEUTSCHE TRUSTEE COMPANY LIMITED as Trustee

in relation to $450,000,000 Class A1 Asset Backed Floating Rate Notes Due February 2021 £400,000,000 Class A2 Asset Backed Floating Rate Notes Due February 2021 £104,859,000 Class B Asset Backed Fixed Rate Notes Due February 2021 £71,202,319 Class C Asset Backed Fixed Rate Notes Due February 2021

Allen & Overy LLP 0090662-0000063 ICM:16297158.12

CONTENTS Clause 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. 42.

Page Interpretation ......................................................................................................................................... 1 Agreement for Sale and Purchase.......................................................................................................... 2 Sale of the Portfolio............................................................................................................................... 2 Consideration......................................................................................................................................... 3 Seller Covenants .................................................................................................................................... 4 Issuer Covenants.................................................................................................................................... 9 Seller's Representations and Warranties.............................................................................................. 15 Issuer's Representations and Warranties ............................................................................................. 24 Acknowledgements ............................................................................................................................. 26 Option to Repurchase Defaulted Receivables ..................................................................................... 27 Clean-Up Call Option.......................................................................................................................... 28 Repurchase of Receivables .................................................................................................................. 29 Handback Receivable Put Option........................................................................................................ 30 Effect of Payments .............................................................................................................................. 31 Breach of Other Seller Warranties ...................................................................................................... 31 Power of Attorney ............................................................................................................................... 32 Netting ................................................................................................................................................. 33 Further Assurance................................................................................................................................ 33 Entire Agreement ................................................................................................................................ 33 Application of this Agreement ............................................................................................................ 33 Change of Trustee ............................................................................................................................... 34 Change of Trustee ............................................................................................................................... 34 Services Non Exclusive ....................................................................................................................... 34 Restriction on Enforcement of Security, Non Petition and Limited Recourse .................................... 35 Obligations as Corporate Obligations ................................................................................................. 36 Variation of this Agreement ................................................................................................................ 36 Exercise of Rights and Remedies ........................................................................................................ 36 Partial Invalidity .................................................................................................................................. 37 No Partnership ..................................................................................................................................... 37 Continuation of Obligations ................................................................................................................ 37 Assignment and Sub-contracting......................................................................................................... 37 Third Party Transaction Rights ........................................................................................................... 38 Notices ................................................................................................................................................. 38 Counterparts ........................................................................................................................................ 39 Governing Language ........................................................................................................................... 39 Calculations and Payments .................................................................................................................. 39 VAT ..................................................................................................................................................... 41 Withholding Taxes .............................................................................................................................. 43 Economic and Monetary Union........................................................................................................... 44 Costs .................................................................................................................................................... 44 Governing Law .................................................................................................................................... 44 Jurisdiction .......................................................................................................................................... 44

Signatories ........................................................................................................................................................ 45

0090662-0000063 ICM:16297158.12

Schedule 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12.

Form of Notice of Sale ........................................................................................................................ 47 Receivables.......................................................................................................................................... 49 Form of Notice of Repurchase ............................................................................................................ 50 Form of Scottish Transfer.................................................................................................................... 52 Form of Seller Solvency Certificate .................................................................................................... 55 Form of Seller Security Power of Attorney ......................................................................................... 63 Form of Deed of Reassignment in Respect of the Optional Repurchase of Defaulted Receivables.......................................................................................................................................... 66 Form of Deed of Reassignment in Respect of the Clean-Up Call Option ........................................... 70 Form of Deed of Reassignment in Respect of a Repurchase Upon Seller Asset Warranty Breach.................................................................................................................................................. 74 Form of Notification Event Notice ...................................................................................................... 78 Form of Deed of Reassignment in Respect of the Handback Receivable Put Option ......................... 80 Eligibility Criteria................................................................................................................................ 84

0090662-0000063 ICM:16297158.12

THIS RECEIVABLES SALE AGREEMENT (this Agreement) is made as a deed on 19 June 2013 BETWEEN: (1)

SANTANDER CONSUMER (UK) PLC (registered number 02248870) whose registered office is at 3 Princess Way, Redhill, RH1 1SR, United Kingdom (in its capacity as the Seller);

(2)

MOTOR 2013-1 PLC (registered number 08439129) whose registered office is at Winchester House, Mailstop 428, 1 Great Winchester Street, London EC2N 2DB, United Kingdom (in its capacity as the Issuer); and

(3)

DEUTSCHE TRUSTEE COMPANY LIMITED, a company incorporated under the laws of England and Wales, with company number 00338230, whose registered office is at Winchester House, 1 Great Winchester Street, London EC2N 2DB (the Trustee, which expression shall, wherever the context so admits, include such company and all other persons or companies for the time being the trustee or trustees pursuant to the terms of the Trust Deed) as trustee for the Noteholders,

each a Party and together the Parties. WHEREAS: (A)

The Seller carries on the business of originating Conditional Sale Agreements, Fixed-Sum Loan Agreements and PCP Agreements to Customers in England and Wales, Scotland and Northern Ireland.

(B)

The Seller has agreed to (i) sell and assign and transfer and the Issuer has agreed to purchase certain Receivables relating to such Conditional Sale Agreements, Fixed-Sum Loan Agreements and PCP Agreements (which shall include any Guaranteed Future Value Payments) originated by the Seller in its ordinary course of business in accordance with the terms and conditions and representations and warranties contained in this Agreement, and (ii) in respect of the Scottish Receivables, to hold those Scottish Receivables on trust for the benefit of the Issuer on and from the date hereof.

NOW THIS AGREEMENT WITNESSES AND IT IS AGREED AND DECLARED as follows: 1.

INTERPRETATION The Master Definitions and Construction Schedule signed for the purposes of identification by the Issuer and the Trustee on or about 19 June 2013 (as amended, restated, varied and/or supplemented from time to time with the consent of the parties hereto) is expressly and specifically incorporated into this Agreement and, accordingly the expressions defined in the Master Definitions and Construction Schedule shall, except where the context otherwise requires and save where otherwise defined herein, have the same meanings in this Agreement.

0090662-0000063 ICM:16297158.12

1

2.

AGREEMENT FOR SALE AND PURCHASE

2.1

Agreement for Sale and Purchase Subject to the terms and conditions of this Agreement, the Seller agrees to sell and the Issuer agrees to purchase on the Purchase Date all right, title and interest of the Seller in the assets listed in Clause 2.2(a) to (b) (inclusive), which on and from the Purchase Date, form the Portfolio, on the terms set out in Clause 2.2 (Sale). The Issuer will be entitled to Collections in respect of the Purchased Receivables and Related Collateral received by the Seller on or after the Reference Date.

2.2

Sale The sale pursuant to Clause 2.1 (Agreement for Sale and Purchase) shall be by way of absolute assignment and transfer and, accordingly, the Seller, with full title guarantee, (or, in the case of Scottish Receivables, with absolute warrandice) hereby assigns and agrees to assign and transfer to the Issuer all right, title and interest of the Seller in the Portfolio including, to the fullest extent possible under applicable law, the right, title and interest of the Seller in:

(a)

each Receivable specified in Schedule 1 (Form of Notice of Sale) attached hereto (including the Guaranteed Future Value Payments in relation to Receivables arising pursuant to PCP Agreements); and

(b)

the Related Collateral, comprised in or arising out of the Portfolio.

2.3

Time of sale and completion The sale, transfer and assignment of the Portfolio shall take effect on and with effect from the time on the Purchase Date when the Issuer confirms to the Trustee and the Managers that the Closing Conditions Precedent have been satisfied.

2.4

Scottish Transfer Upon completion of the sale and purchase of the Portfolio in accordance with Clause 2.3 (Time of sale and completion) the Seller will forthwith execute and deliver to the Issuer a Scottish Transfer (in the form set out in Schedule 4 (Form of Scottish Transfer)) in relation to any Scottish Receivables comprised in or arising out of the Portfolio, which the Issuer shall thereafter acknowledge as envisaged therein.

3.

SALE OF THE PORTFOLIO

3.1

Notice of Sale The Seller may deliver a Notice of Sale (in the form set out in Schedule 1 (Form of Notice of Sale) to the Issuer which the Seller shall copy to the Servicer, each of the Rating Agencies, the Managers and the Trustee. If delivered, the Notice of Sale shall be delivered on the Purchase Date.

0090662-0000063 ICM:16297158.12

2

3.2

Notice of Sale binding Subject to the provisions of this Clause 3.2 (Notice of Sale binding) and Clause 2 (Agreement for Sale and Purchase), the Notice of Sale shall be binding on the Issuer unless the Issuer notifies the Seller at any time before the Purchase Date that it has been unable to make arrangements for the subscription for, or purchase of, the Notes on the Purchase Date or otherwise to have funds available to it for the purchase of the Portfolio.

3.3

Transfer of Risk and Recourse

(a)

The Issuer and the Seller confirm the intention of this Agreement is that any purchase and transfer under or pursuant to this Agreement shall constitute a true sale of the Purchased Receivables and Related Collateral transferred hereunder or pursuant hereto and not a security arrangement for any obligations of the Seller.

(b)

Upon payment of the Purchase Price in respect of the Purchased Receivables and Related Collateral, the Issuer shall have no recourse to the Seller in respect of any arrears, bad debts or other losses in relation to such Purchased Receivables or Related Collateral except as provided for in this Agreement.

3.4

Guaranteed Future Value Payments The Seller and the Issuer acknowledge and agree the Receivables for which the Purchase Price will be paid by the Issuer to the Seller will include any Guaranteed Future Value Payments in respect of Receivables arising from PCP Agreements.

4.

CONSIDERATION

4.1

Consideration for Portfolio Subject to the terms of this Agreement and satisfaction or waiver by the Managers of the Closing Conditions Precedent and receipt by the Issuer of the Scottish Transfer, the Issuer shall be obliged to pay to the Seller the purchase price (the Purchase Price) for the purchase of the Portfolio (which, for the avoidance of doubt, shall include any Guaranteed Future Value Payments in respect of Receivables arising from PCP Agreements), which shall be an amount equal to the aggregate of:

4.2

(a)

£863,051,114.92; and

(b)

the Deferred Consideration payable in accordance with Clause 4.3 (Payment of Deferred Consideration).

Payment of Consideration Payment of the Purchase Price (pursuant to Clause 4.1 (Consideration for Portfolio)) shall, subject to the terms of this Agreement, be paid by the Issuer to the Seller on the Purchase Date save in respect of the portion thereof as comprises Deferred Consideration which shall be paid in accordance with Clause 4.3 (Payment of Deferred Consideration).

0090662-0000063 ICM:16297158.12

3

4.3

Payment of Deferred Consideration The Issuer shall, in accordance with the terms of this Agreement, pay to the Seller on each Payment Date Deferred Consideration in respect of the Purchased Receivables pursuant to the Priority of Payments.

5.

SELLER COVENANTS The Seller covenants with and undertakes to the Issuer and the Trustee on the terms set out below.

5.1

Corporate Covenants of the Seller The Seller shall:

(a)

Financial Statements (i)

Preparation of Financial Statements On request, cause to be prepared in respect of each of its financial years, Financial Statements in such form as will comply with the requirements for the time being of the Companies Acts;

(ii)

Delivery of Financial Statements On request, deliver to the Issuer and the Trustee, (A) as soon as the same become available, but in any event by the Accounts Final Delivery Date, two copies of its Financial Statements for such financial year and (B) as soon as practicable following the issue or giving of the same, two copies of every balance sheet, profit and loss account, source and application of funds statement (if any), report or other notice, statement, circular or document issued or given to any holder of securities or creditors generally of the Seller; and

(iii)

No Notification Event Certificate On request, on the Calculation Date immediately preceding each anniversary of the Closing Date and otherwise forthwith on request by the Trustee, deliver a certificate signed by two directors of the Seller stating that no Notification Event has occurred (or, if such is not the case, specifying the particulars of any Notification Event);

(b)

Conduct At all times carry on and conduct its affairs in a proper and efficient manner in compliance with any Requirements of Law and any Regulatory Direction from time to time in force in the Asset Jurisdiction or in any other jurisdiction in which the Seller carries on business and in compliance with its Memorandum and Articles of Association;

(c)

Authorised Signatories Deliver to the Issuer on the Closing Date and thereafter on request a list of Authorised Signatories of the Seller together with a specimen signature of each Authorised Signatory; and

0090662-0000063 ICM:16297158.12

4

(d)

No Merger Without Assumption of Obligations and Notification Not until after the Final Discharge Date, save to the extent permitted by the Transaction Documents consolidate or merge with any other person or convey or transfer its properties or assets substantially as an entirety to any person unless:

5.2

(i)

the entity formed by such consolidation or into which the Seller is merged or the person which acquires by conveyance or transfer the properties and assets of the Seller substantially as an entirety, shall expressly assume, by an agreement supplemental to each Transaction Document, executed and delivered to the Trustee, the performance of the obligations of the Seller under the Transaction Documents and, to the extent that any right, covenant or obligation of the Seller under the Transaction Documents is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such rights to the extent practicable;

(ii)

the Seller shall have delivered to the Trustee a certificate signed by two directors of the Seller stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Paragraph and that all conditions precedent herein provided for relating to such transaction have been complied with and an opinion of lawyers approved by the Trustee to the effect that such supplemental agreement is legal, valid, binding and enforceable; and

(iii)

the Seller shall have delivered notice to each Rating Agency of such consolidation, merger, conveyance or transfer.

Transaction Document Covenants of the Seller The Seller shall:

(a)

Exercise of rights Preserve, exercise and enforce its rights under the Transaction Documents;

(b)

Information to Trustee So long as it is entitled to do so, at all times give to the Trustee such information and evidence as the Trustee and any person appointed by the Trustee shall reasonably require (and which it is reasonably practicable to produce) for the purpose of the discharge of the duties, trusts, powers, authorities and discretions vested in the Trustee by or pursuant to the Trust Deed or any other Transaction Document;

(c)

Notification of Breach of Seller Warranties and Undertakings, Notification Events and Seller Asset Warranty Breach Immediately (but in any case within one Business Day) notify the Issuer and the Trustee if the Seller becomes aware of any breach of the Seller Warranties, any Seller Warranty Breach, any breach of a Seller Asset Warranty, the occurrence of any event which could constitute a Notification Event or of any material breach of any undertaking given by the Seller in any Transaction Document;

0090662-0000063 ICM:16297158.12

5

(d)

Notification of Legal Proceedings If any legal proceedings which relate to or involve the Portfolio or are material with respect to the Seller's ability to carry on its business of originating and selling receivables are instituted against it by any of its creditors, promptly, and in any event within five Business Days:

(e)

(i)

notify the Issuer and the Trustee of such proceedings; and

(ii)

notify the court and any receiver appointed in respect of the property the subject of such proceedings of the interests of the Issuer and the Trustee in the Purchased Receivables and Related Collateral;

No Encumbrances Not create or permit to subsist any Encumbrance in respect of the Seller Accounts other than as required or permitted by the Transaction Documents;

(f)

No Variation and Termination of the Transaction Documents Not, until the Final Discharge Date, save to the extent permitted by the Transaction Documents or with the prior consent of the Trustee:

(g)

(i)

terminate, repudiate, rescind or discharge any Transaction Document;

(ii)

vary, novate, amend, modify or waive any material provision of any Transaction Document;

(iii)

permit any person to do any of the things specified in this Clause 5.2(f) (No Variation and Termination of the Transaction Documents); or

(iv)

permit any person who has obligations under the Transaction Documents to be released from such obligations other than in accordance with the terms of the applicable Transaction Document and any applicable law or regulation; and

Filings File, record or enrol each Transaction Document required to be filed, recorded or enrolled with any court or other authority in the Asset Jurisdiction and ensure that such filings, recordings or enrolments are at all times maintained in accordance with any applicable law or regulation.

5.3

Asset Covenants of the Seller The Seller shall:

(a)

Designation of Sale Ensure that all Purchased Receivables and Related Collateral have been designated in the computer records of the Seller as having been the subject of the Receivables Sale Agreement;

0090662-0000063 ICM:16297158.12

6

(b)

Collections After the Closing Date ensure that the procedures applied by it in relation to the recovery of Collections of the Purchased Receivables and Related Collateral are on the same basis as all other assets originated, beneficially owned and administered by the Seller and in accordance with the Credit and Collection Policy;

(c)

Application of Payments by Customers Ensure that on receipt of a payment by a Customer, the payment shall be applied in or towards payment of any credit facility fee owing in respect of such Purchased Receivable before any credit is repaid or any interest or other sum owing in respect of such Purchased Receivable is paid;

(d)

No Further Advances to Customers Not advance any further monies to a Customer under the terms of an Underlying Agreement; and

(e)

No Dealing With Assets Not take any steps or cause any steps to be taken in respect of the Purchased Receivables and Related Collateral or any Collections, save in accordance with the terms of the relevant Underlying Agreements, the Transaction Documents, the Credit and Collection Policy, applicable law or regulation including:

5.4

(i)

the termination, repudiation, rescission or discharge of any Underlying Agreement;

(ii)

the release or retrocession of any Purchased Receivables and Related Collateral from the Security;

(iii)

the variation, novation, amendment, modification or waiver of any material provision of any Underlying Agreement other than any Permitted Variation effected in accordance with the Credit and Collection Policy;

(iv)

the assignment, assignation, transfer, sale, conveyance, discount, disposal of or dealing with any of the Purchased Receivables and Related Collateral (other than the assignment and transfer under or pursuant to the Receivables Sale Agreement of the Purchased Receivables and Related Collateral);

(v)

the grant, creation or existence of any Encumbrance over (including the grant of security or trust over or the occurrence of execution or diligence in respect of) all or any of the Benefit of any of the Purchased Receivables and Related Collateral, any Collections or the Seller Accounts; and

(vi)

permitting the release of any person from any obligation in respect of any of the Purchased Receivables and Related Collateral, any Collections or the Seller Accounts.

Delivery of Notification Event Notice Following the occurrence of a Notification Event, the Seller (or the Servicer on the Seller's behalf) shall execute and deliver (or shall cause to be executed and delivered) Notification Event Notices

0090662-0000063 ICM:16297158.12

7

addressed to the Customers, guarantors and sureties and copied to the Issuer and the Trustee in respect of the Purchased Receivables and Related Collateral included in the Portfolio. Should the Seller (or the Servicer on the Seller's behalf) fail to deliver or cause to be delivered a Notification Event Notice as set out above within five Business Days of the occurrence of a Notification Event, the Issuer (or the Servicer) may, at the Seller's cost, deliver such Notification Event Notice itself. In accordance with Section 6.1 of the Servicing Agreement, following delivery of a Notification Event Notice, each Customer will be required to make all payments to the Collection Account in order to obtain valid discharge of its payment obligations in respect of the related Underlying Agreement. 5.5

Seller to Account for Monies The Seller will, on and following the Purchase Date, account to the Issuer for all sums received by it from any Customer, surety or guarantor to which the Issuer is entitled (including any proceeds of the sale of a Financed Vehicle in accordance with the Credit and Collection Policy) under or in respect of any of the Purchased Receivables and Related Collateral included in the Portfolio and the Seller will hold the same on trust for the Issuer and such amounts will be paid to the Issuer in accordance with the provisions of Part 5 of Schedule 1 (Payments from Seller Accounts) to the Servicing Agreement.

5.6

Payments under Underlying Agreements The Seller at the direction of the Servicer shall, within one Business Day following receipt by the Seller into the Seller Accounts, pay into the Collection Account all Collections and any other amounts received in respect of the Purchased Receivables and Related Collateral received by the Seller on such Business Day in accordance with the Servicing Agreement.

5.7

Indemnity for tax The Seller shall indemnify the Issuer in respect of any stamp duty, registration, transfer or other similar taxes in respect of this Agreement, the transfer of any Receivables pursuant to this Agreement, or any judgment given in connection therewith.

5.8

Indemnity for set-off If any Customer exercises any right of set-off or counterclaim against the Seller under Section 56, 75, or 75A of the CCA by withholding payment of any sum due by such Customer in respect of an Underlying Agreement (including any insurance proceeds), the Seller will pay to the Issuer (by crediting to the Collection Account) an amount equal to the amount so withheld by such Customer by the last day of the Collection Period in which the Seller becomes aware of such set-off or counterclaim.

0090662-0000063 ICM:16297158.12

8

5.9

Ascertaining the outstanding amounts of the Notes held by or for the Seller Upon receiving a written request from the Trustee, the Seller shall deliver to the Trustee a certificate of the Seller (signed on its behalf by two Authorised Signatories) setting out the total number and Principal Amount Outstanding of the outstanding Notes which:

5.10

(i)

up to and including the date of such certificate have been purchased and are held by the Seller and cancelled in accordance with the Agency Agreement; and

(ii)

at the date of such certificate are held by any person for the benefit of the Seller or, so far as the Seller is aware, any of its holding companies or any subsidiaries of any of its holding companies (without being required to make enquiries other than of its holding companies) or any of its Affiliates.

Insurance and Financed Vehicles Any proceeds received by the Seller or Servicer under an Insurance Agreement in respect of damage to a Financed Vehicle will be used towards the repair of such damaged Financed Vehicle or, if incapable of repair, included in Collections and applied towards repayment under the relevant Underlying Agreement.

6.

ISSUER COVENANTS The Issuer covenants with and undertakes to the Seller and the Trustee on the terms set out below.

6.1

Corporate Covenants of the Issuer The Issuer shall:

(a)

Financial Statements (i)

Preparation of Financial Statements Cause to be prepared in respect of each of its financial years, Financial Statements in such form as will comply with the requirements for the time being of the Companies Acts;

(ii)

Delivery of Financial Statements As soon as the same become available, but in any event by the Accounts Final Delivery Date, deliver to the Servicer and the Trustee two copies of its Financial Statements for such financial year and deliver to the Servicer and the Trustee as soon as practicable following the issue or giving of the same two copies of every balance sheet, profit and loss account, source and application of funds statement (if any), report or other notice, statement, circular or document issued or given to any holder of securities or creditors generally of the Issuer; and

(iii)

Certificate to accompany Financial Statements On the Calculation Date immediately preceding each anniversary of the Closing Date and otherwise forthwith on request by the Trustee, deliver a certificate signed by two directors of the Issuer stating that no Issuer Event of Default or Potential Event of Default has occurred

0090662-0000063 ICM:16297158.12

9

(or, if such is not the case, specifying the particulars of any Issuer Event of Default or Potential Event of Default); (b)

Conduct At all times carry on and conduct its affairs in a proper and efficient manner in compliance with any applicable law or regulation from time to time in force in England and Wales, any other Asset Jurisdiction or in any other jurisdiction in which it carries on business and in compliance with its Memorandum and Articles of Association;

(c)

Consents Obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorisations, approvals, licences and consents necessary under any applicable law or regulation from time to time in force in the England and Wales, any other Asset Jurisdiction or in any other applicable jurisdiction;

(d)

(i)

in connection with its business; and

(ii)

to enable it lawfully to enter into and perform its obligations under the Transaction Documents or to ensure the legality, validity, enforceability or admissibility in evidence in the Issuer Jurisdiction of the Transaction Documents including: (A)

any CCA Licence;

(B)

any DPA Registration; and

(C)

any registration required under the Companies Acts;

Authorised Signatories Deliver to the Trustee (with a copy to the Servicer) on the Closing Date and thereafter upon any change of the same, a list of Authorised Signatories of the Issuer together with a specimen signature of each Authorised Signatory;

(e)

Registered Office, Head Office and Centre of Main Interests Maintain its registered office, its head office and its centre of main interests, as that term is used in Article 3(i) of the EU Insolvency Regulation, in the Issuer Jurisdiction and will not move such offices to another jurisdiction;

(f)

Board Minutes, Management and Administration Hold all meetings of the board of directors of the Issuer in the Asset Jurisdiction and not hold any such meeting outside the Issuer Jurisdiction and procure that the Issuer's management, the places of residence of the directors of the Issuer and the place where the Issuer effects its central management and decision making are all, at all times, situated in the Issuer Jurisdiction;

0090662-0000063 ICM:16297158.12

10

(g)

No Foreign Establishment Not establish any establishment, as that term is used in Article 2(h) of the EU Insolvency Regulation, outside of the Issuer Jurisdiction; and

(h)

General Negative Covenants (i)

Not until after the Final Discharge Date, save to the extent permitted by the Transaction Documents: (A)

carry on any business or enter into any documents other than those contemplated by the Transaction Documents;

(B)

except as contemplated by the Transaction Documents, sell, convey, transfer, lease, assign or otherwise dispose of or agree or attempt or purport to sell, convey, transfer, lease or otherwise dispose of or use, invest or otherwise deal with any of its properties, assets or undertaking or grant any option or right to acquire the same;

(C)

grant, create or permit to exist any Encumbrance over (including the grant of security or trust over or the occurrence of execution or diligence in respect of) the Purchased Receivables and Related Collateral other than any Permitted Encumbrance;

(D)

pay dividends or make other distributions to its members out of profits available for distribution and then only in the manner permitted by its Memorandum and Articles of Association and by applicable laws;

(E)

incur or permit to subsist any indebtedness whatsoever;

(F)

make any loans, grant any credit or give any guarantee or indemnity to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any other person;

(G)

consolidate or merge with any other person;

(H)

be a member of any VAT Group;

(I)

voluntarily become registered (or part of any registration) for VAT in the United Kingdom;

(J)

have any employees or premises or have any subsidiary undertaking (as defined in Section 1162 of the Companies Act 2006) or become a director of any company;

(K)

have an interest in any bank account other than the Issuer Accounts and the bank account opened to hold its share capital and annual profit unless such account or interest is charged to the Trustee on terms acceptable to it;

(L)

amend, supplement or otherwise modify its Memorandum and Articles of Association; and

0090662-0000063 ICM:16297158.12

11

(M)

6.2

permit the validity or effectiveness of the Trust Documents or of the Security to be impaired or to be amended, hypothecated, subordinated, terminated or discharged.

Transaction Document Covenants of the Issuer The Issuer shall:

(a)

Compliance with relevant Transaction Documents At all times comply with and perform all of its obligations under the Transaction Documents and the Notes and use all reasonable endeavours to procure that the other Transaction Parties, other than the Seller and the Trustee, comply with and perform all their respective obligations under the Transaction Documents;

(b)

Exercise Rights Preserve and/or exercise and/or enforce its rights under and pursuant to the Notes and the Transaction Documents;

(c)

Dealing with Trustee (i)

Inspection by Trustee

Upon reasonable notice, during normal business hours allow the Trustee and any persons appointed by the Trustee access to such books of account and other business records as relate to the Purchased Receivables and Related Collateral or the Benefit of the Purchased Receivables and the Related Collateral as the Trustee or any such persons may reasonably require; and (ii)

Information to Trustee

At all times give to the Trustee such information, opinions, certificates and other evidence as the Trustee and any persons appointed by the Trustee shall reasonably require (and which it is reasonably practicable to produce) for the purposes of the discharge of the duties, trusts, powers, authorities and discretions vested in the Trustee by or pursuant to the Trust Deed or any other Transaction Document; (d)

Notification of Breach of Issuer Warranties and Undertakings Immediately notify the Servicer and the Trustee if the Issuer becomes aware of any breach of the Issuer Warranties or of any breach of any undertaking given by the Issuer in any Transaction Documents;

(e)

Notification of Legal Proceedings If any legal proceedings are instituted against it by any of its creditors or in respect of any of the Purchased Receivables and Related Collateral, including any litigation or claim calling into question in any material way the Issuer's interest therein, immediately: (i)

notify the Servicer and the Trustee of such proceedings; and

0090662-0000063 ICM:16297158.12

12

(ii)

(f)

notify the court and any receiver appointed in respect of the property the subject of such proceedings of the interests of the Trustee in the Purchased Receivables and Related Collateral;

Join in Legal Proceedings If the Trustee so requires the Issuer will join in any legal proceedings brought by the Trustee against any person;

(g)

Execution of Further Documents Perform any act required by any applicable law or regulation to be performed, and so far as permitted by applicable law, execute such further documents and perform such further acts as may be incidental to, or necessary in the opinion of the Trustee to give effect to, the Transaction Documents;

(h)

Notification of Issuer Event of Default or Potential Event of Default Deliver notice to the Trustee forthwith upon becoming aware of any Issuer Event of Default or Potential Event of Default without waiting for the Trustee to take any further action;

(i)

No Encumbrances Not create or permit to subsist any Encumbrance in respect of the Issuer Account or any assets of the Issuer other than pursuant to the Deed of Charge;

(j)

No Variation and Termination of Transaction Documents Not until the Final Discharge Date, save to the extent permitted by the Transaction Documents:

(k)

(i)

terminate, repudiate, rescind or discharge any Transaction Document;

(ii)

vary, novate, amend, modify or waive any provision of any Transaction Document;

(iii)

permit any person to do any of the things specified in Clauses 6.2(j)(i) or 6.2(j)(ii) (No Variation and Termination of Transaction Documents); or

(iv)

permit any person who has obligations under the Transaction Documents to be released from such obligations other than in accordance with the terms of the applicable Transaction Document and any applicable law or regulation;

Filings Effect all Required Filings in respect of the Issuer and file, record or enrol each Transaction Document required to be filed, recorded or enrolled with any court or other authority in the Asset Jurisdiction and ensure that such Required Filings and such other filings, recordings or enrolments are at all times maintained in accordance with any applicable law or regulation; and

0090662-0000063 ICM:16297158.12

13

(l)

Retentions Only retain amounts that have been and will be the Issuer's profit and amounts reasonably required to provide for losses or expenses arising from its business or to maintain or enhance its creditworthiness.

6.3

Asset Covenants of the Issuer The Issuer shall:

(a)

Books of Accounts Maintain, or procure that the Servicer maintains, clear and unambiguous records and books of account in respect of the Purchased Receivables and Related Collateral and all Collections received in respect of the Purchased Receivables and Related Collateral;

(b)

Notification of Litigation Promptly notify the Servicer and the Trustee if the Issuer receives, after the Closing Date in respect of any Purchased Receivables and Related Collateral, any notice of any litigation in relation to any of such Purchased Receivables and Related Collateral including any litigation or claim calling into question in any material way the Issuer's interest in any Purchased Receivables and Related Collateral;

(c)

Participation in Litigation If reasonably required to do so by the Servicer or the Trustee, participate in or join in and lend its name to, and take such other steps as may be required by the Servicer or the Trustee (as the case may be) in relation to any action (through the courts or otherwise) relating to any Purchased Receivables and Related Collateral after the Closing Date in respect of such Purchased Receivables and Related Collateral, including participation in any legal proceedings to the extent necessary for defending or contesting any litigation in relation to such Purchased Receivables and Related Collateral including any litigation or claim calling into question in any material way the Issuer's interest in any such Purchased Receivables and Related Collateral;

(d)

Interests in the Purchased Receivables and Related Collateral At all times own and exercise its rights in respect of the Purchased Receivables and Related Collateral and its interest in the Purchased Receivables and Related Collateral and perform and comply with its obligations in respect of the Purchased Receivables and Related Collateral under the terms of the Transaction Documents;

(e)

Further Action Perform any act incidental to or necessary in connection with the other covenants contained in Clause 6.1 (Corporate Covenants of the Issuer), Clause 6.2 (Transaction Document Covenants of the Issuer) and 6.3 (Asset Covenants of the Issuer) of this Schedule or any act required by any law, regulation or order of any court to be performed; and

0090662-0000063 ICM:16297158.12

14

(f)

Negative Covenant Not until the Final Discharge Date, save to the extent permitted by the Transaction Documents, permit any person other than the Issuer and the Trustee to have any interest in the Purchased Receivables and Related Collateral.

6.4

Notification Event The Issuer undertakes with the Seller that it will not deliver any notice of the assignment or transfer to the Issuer in respect of any of the Purchased Receivables and Related Collateral, whether to the relevant Customer or Customers or to any other person, unless at such time a Notification Event shall have occurred and the Issuer has been required to deliver Notification Event Notices by the Trustee.

6.5

Issuer to Account for Monies The Issuer will pay into the Seller Account with account number 90004038 – SCUK Funding A/C the following amounts standing to the credit of the Seller Returns Ledger:

7.

(a)

on any Payment Date, any Collections received prior to such Payment Date by the Issuer from any Customer in respect of any of the Purchased Receivables and Related Collateral included in the Portfolio if such Collections accrued due in respect of Purchased Receivables that have been repurchased by the Seller in accordance with this Agreement;

(b)

on any Payment Date, any required return of a direct debit (to the extent such returns do not reduce the Collections for the Collection Period ending immediately prior to such Payment Date);

(c)

on any Business Day, any Pre-Closing Interest Amounts; and

(d)

on any Payment Date, any amounts received by the Issuer but held on trust for the benefit of the Seller.

SELLER'S REPRESENTATIONS AND WARRANTIES The Seller represents and warrants to the Issuer and to the Trustee on the terms set out below as at the Purchase Date.

7.1

Corporate Representations and Warranties of the Seller

(a)

Incorporation The Seller is duly incorporated in England and Wales with limited liability under the Companies Act 1985 or the Companies Act 2006, with its registered office and its head office at 3 Princess Way, Redhill, Surrey, RH1 1SR and with full power and authority to own its property and assets and conduct its business as currently conducted by it.

0090662-0000063 ICM:16297158.12

15

(b)

Centre of Main Interests The Seller has its "centre of main interests", as that term is used in Article 3(i) of the EU Insolvency Regulation, in the Asset Jurisdiction.

(c)

Litigation No litigation, arbitration or administrative proceedings of or before any court, tribunal or governmental body have been commenced or, so far as the Seller is aware, are pending or threatened against the Seller or any of its subsidiaries or against any of its or its subsidiaries' directors or any of its assets or revenues (other than as specifically disclosed in writing on or prior to the Closing Date) which may have a Material Adverse Effect on the Seller or any of its subsidiaries, any Transaction Document or any Purchased Receivables and Related Collateral or which may have or may during the 12 months prior to the Closing Date have had a significant effect on the financial position of the Seller.

(d)

Solvency No Insolvency Event has occurred in respect of the Seller.

(e)

Tax Residence The Seller is a company which is resident for tax purposes solely in the United Kingdom.

(f)

No Establishment The Seller has no "establishment", as that term is used in Article 2(h) of the EU Insolvency Regulation, in any place outside of England and Wales.

(g)

Consents The Seller has obtained and maintains in effect all material authorisations, approvals, licences and consents required in connection with its entering into and compliance with its obligations under the Transaction Documents pursuant to any applicable law or regulation applicable to the Seller in the United Kingdom.

(h)

No Government Investigation No governmental or official investigation or inquiry concerning the Seller is, so far as the Seller is aware, progressing or pending or has been threatened which may have a Material Adverse Effect on the Seller, any Transaction Document or any Purchased Receivables and Related Collateral or which may have or may during the 12 months prior to the Closing Date have had a significant effect on the financial position of the Seller.

7.2

Transaction Document Representations and Warranties of the Seller

(a)

Corporate Power The Seller has the requisite power and authority to enter into each Transaction Document and to undertake and perform the obligations expressed to be assumed by it therein.

0090662-0000063 ICM:16297158.12

16

(b)

Authorisation All acts, conditions and things required to be done, fulfilled and performed in order: (i)

to enable the Seller lawfully to enter into each Transaction Document;

(ii)

to enable the Seller lawfully to exercise its rights under and perform and comply with the obligations expressed to be assumed by it in the Transaction Documents;

(iii)

to ensure that the obligations expressed to be assumed by it in the Transaction Documents are legal, valid, binding and enforceable against it; and

(iv)

to make the Transaction Documents admissible in evidence in the Asset Jurisdiction,

have been done, fulfilled and performed and are in full force and effect or, as the case may be, have been effected and no steps have been taken to challenge, revoke or cancel any such authorisation obtained or effected. (c)

Execution The Transaction Documents have been duly executed by the Seller.

(d)

No Breach of Law or Contract The entry of the Seller into and the execution of (and, where applicable, delivery of) the Transaction Documents and the performance by the Seller of its obligations under the Transaction Documents do not and will not conflict with or constitute a breach or infringement of any of the terms of, or constitute a default by, the Seller under: (i)

the Seller's Memorandum and Articles of Association;

(ii)

any applicable law or regulation; or

(iii)

any agreement, indenture, contract, mortgage, deed or other instrument to which the Seller is a party or which is binding on it or any of its assets,

where such conflict, breach, infringement or default might have a Material Adverse Effect on the Seller, any Transaction Documents or any Purchased Receivables and Related Collateral. (e)

Valid and Binding Obligations The obligations expressed to be assumed by the Seller under the Transaction Documents are legal and valid obligations binding on it and enforceable against it in accordance with their terms, except: (i)

as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium, reorganisation or other similar laws affecting the enforcement of the rights of creditors generally;

(ii)

as such enforceability may be limited by the effect of general principles of equity; and

0090662-0000063 ICM:16297158.12

17

(iii)

(f)

obligations relating to stamp duties may be void by virtue of Section 117 of the Stamp Act 1891.

Arms' Length Transactions The Transaction Documents have been entered into by the Seller in good faith for the benefit of the Seller and on arms' length commercial terms.

(g)

Compliance with Transaction Documents The Seller has complied with the terms of the Transaction Documents to the extent applicable.

(h)

Ranking of Claims Under the laws of the Asset Jurisdiction in force as at the date of making this representation, claims (including analogous rights) against the Seller under the Transaction Documents will rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors save those whose claims are preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application.

(i)

Consents The Seller does not require the consent of any other party or the consent, licence, approval or authorisation of any Governmental Authority in connection with the entering into or performance of the Transaction Documents.

(j)

No Revocation of Consents The Seller is not aware of any circumstance which indicates that any Obtained Consent of the Seller is likely to be terminated or revoked or not renewed.

(k)

Accuracy of Information All Relevant Information supplied by the Seller to the Issuer, the Trustee, the Security Trustee, the Rating Agencies or the Lead Managers in connection with the execution of the Transaction Documents and the performance of the obligations of the Seller under the Transaction Documents is, as far as the Seller is aware, having made all due enquiries and investigations, true and accurate in all respects and not misleading because of any omission or ambiguity or for any other reason.

7.3

Asset Representations and Warranties of the Seller

(a)

Principal Outstanding Balance: The Aggregate Asset Amount Outstanding at the Cut-Off Date is at least equal to £1,074,969,209.

(b)

Selection Procedures No selection procedures adverse to the Issuer have been employed by the Seller in selecting the Portfolio.

0090662-0000063 ICM:16297158.12

18

(c)

Compliance With Eligibility Criteria Each Purchased Receivable complies in all respects with the Eligibility Criteria as set out in Schedule 12 (Eligibility Criteria) hereto.

(d)

Status Each Underlying Agreement was entered into on the terms of one of the Standard Form Underlying Agreements without alteration or addition to the form (other than the form being completed in accordance with the Seller's policies). In this paragraph, "Standard Form Underlying Agreements" means the standard documents used by the Seller in originating Underlying Agreements in the respective forms provided to the Issuer on or before the Closing Date, and any revised or substitute form.

(e)

No Dealing With Assets Otherwise than in accordance with the Transaction Documents, the Seller has not, in whole or in part assigned (whether outright or by way of security), transferred, sold, conveyed, discounted, novated, charged, disposed of or dealt with the Benefit of the Purchased Receivables and Related Collateral in any way whatsoever and has not permitted any of the same to be seized, attached or subrogated.

(f)

No Breach by Seller of Underlying Agreements The Seller has in all material respects performed all its obligations which have fallen due under or in connection with the Underlying Agreements and no Customer has threatened or commenced any legal action with a claim in excess of £100,000 which has not been resolved against the Seller for any failure on the part of the Seller to perform any such obligation.

(g)

No Default So far as the Seller is aware, there is no material default, breach or violation under any Underlying Agreement which has not been remedied or any event which, with the giving of notice and/or the making of any determination and/or the expiration of any applicable grace period, would constitute such default, breach or violation, provided that any default, breach or violation shall be material if it affects the amount or Collectability of the Receivables arising under the Underlying Agreement and provided further that any default, breach or violation relating to non-payment shall not be material unless it would be such as would cause the relevant Receivable not to comply with the Eligibility Criteria.

(h)

No Breaches by Customers Neither the Seller nor any of its agents has received written notice of or become aware that: (i)

any Customer is or has since the date of the relevant Underlying Agreement been in material breach, default or violation of any obligation under such Underlying Agreement which has not been remedied (except for a breach consisting of a Receivable being no more than one Instalment in arrears); or

(ii)

any event has occurred which, with the giving of notice and/or the expiration of any applicable grace period, would constitute such a material breach, default or violation of any

0090662-0000063 ICM:16297158.12

19

Underlying Agreement and the Seller has not exercised any right of enforcement in respect of any such Underlying Agreement. (i)

Insurance The terms of each Underlying Agreement (other than Fixed-Sum Loan Agreements) require the Customer thereunder to insure the Financed Vehicle which is the subject thereof comprehensively against all normally insurable risks (subject to all normal excesses and deductibles).

(j)

No Litigation No proceedings have been taken by the Seller against any Customer in respect of any Purchased Receivable, the related Underlying Agreement or Related Collateral and no judgment has been obtained in respect of any Customer.

(k)

No Dispute Neither the Seller nor any of its agents has received written notice of any litigation, dispute or complaint subsisting, threatened or pending for a claim in excess of £100,000 which affects or might affect any Customer or any Underlying Agreement or which may have an adverse effect on the ability of an Customer to perform its obligations under any such Underlying Agreement.

(l)

No Legal Advice No Underlying Agreement has been passed to and remains with either the legal department or external lawyers of the Seller for advice connected with the performance of the relevant Underlying Agreement.

(m)

Fraud by the Customer No Underlying Agreement has (a) to the best of the Seller's knowledge, been entered into fraudulently by the related Customer; or (b) been passed to the claims or legal department or referred to external lawyers other than in respect of the issue by the Seller of letters demanding payment which are issued in the ordinary course of business.

(n)

Fraud by the Seller No Underlying Agreement has been entered into as a consequence of any conduct constituting fraud, misrepresentation, duress or undue influence by the Seller, its directors, officers or employees.

(o)

Modification No Underlying Agreement has been subject to any variation, amendment, modification, waiver or exclusion of any kind which in any material way adversely affects the terms of the related Receivable or its enforceability or Collectability.

(p)

No Termination or Right of Rescission No Underlying Agreement has been terminated or frustrated, nor has any event occurred which would make the Underlying Agreement subject to force majeure or any right of rescission and there

0090662-0000063 ICM:16297158.12

20

is no right or entitlement of any kind for the non-payment of the full amount of the Receivable when due. (q)

Representations No representation or warranty has been made by the Seller to any Customer (whether prior to entry into the applicable Underlying Agreement or thereafter) which is inconsistent with the terms and conditions of the Underlying Agreement to which such Customer is a party.

(r)

Asset Records The Seller has created and maintained and is in possession of all the Asset Records relating to the Purchased Receivables, the Underlying Agreements and the Related Collateral.

(s)

Administration of Underlying Agreements Since entering into the Underlying Agreements, the Seller has administered such Underlying Agreements acting as a reasonably prudent provider of auto loans and conditional sale contracts and in accordance with the Credit and Collection Policy.

(t)

Portfolio (i)

Neither the Purchased Receivables nor any Related Collateral consists of or includes any "stock" or "marketable securities" within the meaning of Section 125 of Finance Act 2003, "chargeable securities" (for the purposes of Section 99 Finance Act 1986) or a "chargeable interest" (for the purposes of Section 48 of the Finance Act 2003).

(ii)

The Related Collateral consists wholly and exclusively of rights held by way of security and does not comprise any beneficial entitlement to any assets other than assets which are rights held by way of security.

7.4

Consumer Credit Act Representations of the Seller

(a)

Licences Obtained The Seller holds and, since such time as the Seller first entered into any Underlying Agreement has held, a valid and current CCA Licence, authorising the Seller to carry on consumer credit business in the name, or names, in which the Seller carries on and has carried on such business. Every creditbroker who has effected the introduction of a Customer to the Seller has, at all times when it was effecting such introductions, held a valid and current CCA Licence, authorising the credit-broker to carry on the business of credit brokerage. The Seller is not aware of any circumstance which indicates that its CCA Licence is likely to be revoked.

(b)

Compliance With Licences The Seller and every credit-broker who has effected the introduction of a Customer to the Seller have, in relation to all Purchased Receivables, complied with the terms of the relevant CCA Licence.

0090662-0000063 ICM:16297158.12

21

(c)

Compliance With CCA Requirements for Antecedent Negotiations Neither the Seller, nor any credit-broker or supplier deemed, by virtue of Section 56(2) of the CCA, to have been acting on the Seller's behalf, has made any representation or promise to any Customer in the course of antecedent negotiations, as defined in Section 56(1) of the CCA, so as to give rise to any liability on the part of the Seller other than the liabilities arising from the written words of the Underlying Agreements, or so as to entitle any Customer to repudiate any of its obligations under any such Underlying Agreement.

(d)

Compliance With CCA Requirements for Executed Underlying Agreement No Underlying Agreement has been made without pre-contract information complying with section 55(1) of the CCA, or has been improperly executed for the purposes of sections 61(1), 61A(5) or 62(3) or 63(5) of the CCA, so as to be unenforceable against the Customer only on an order of the court under sections 55(2) or 65(1) of the CCA (other than an order of the court required in relation to a minor defect of a technical nature in the form or procedure of such precontract information or in the form or execution of such Underlying Agreement (a) which defect, for the avoidance of doubt, would not prejudice the rights of the relevant Customer and (b) which order will not be refused).

(e)

Compliance with Sections 140A TO 140D of CCA No Underlying Agreement, whether alone or with any related agreement, gives rise to any "unfair relationship" between the Seller and the Customer for the purposes of Sections 140A to 140D of the CCA.

(f)

No Cancellation Except a Right to Withdraw No Underlying Agreement is, or when entered into was, cancellable under section 67 of the CCA or otherwise, except that Underlying Agreements on forms designed to comply with the Consumer Credit (Agreements) Regulations 2010 were, when entered into, and may continue to be, subject to a right to withdraw under section 66A of the CCA, or were, when entered into, subject to a similar contractual right to withdraw.

(g)

No Termination Under CCA No Underlying Agreement has been terminated by any party pursuant to any provision of the CCA and no action has been taken which would cause any Underlying Agreement to be terminated by virtue of the provisions of the CCA.

(h)

Credit and Collection Policy and CCA The Credit and Collection Policy complies with the requirements of the CCA.

0090662-0000063 ICM:16297158.12

22

7.5

Unfair Terms in Consumer Contracts Regulations 1999 Representations of the Seller

(a)

Underlying Agreement and UTCCR In relation to any term of an Underlying Agreement which was entered into on or after 1 October 1999 between the Seller and a "consumer" which was not "individually negotiated" (as such terms are defined in the UTCCR): (i)

none of the terms contained in such Underlying Agreement are unfair within the meaning of the UTCCR;

(ii)

the Seller has received no complaints from Customers or otherwise that any of the terms contained in such Underlying Agreements are unfair within the meaning of the UTCCR;

(iii)

no injunction or interdict has been granted by the court pursuant to regulation 12 of the UTCCR which would prevent or restrict the use in an Underlying Agreement of any particular term or the enforcement of any such term;

(iv)

in carrying out the procedure for enabling Customers to enter into Underlying Agreements, the Seller complied with the UTCCR and, in particular, has ensured that each Customer had a real opportunity to become acquainted with the terms of the relevant Underlying Agreement before the conclusion of the Underlying Agreement; and

(v)

so far as the Seller is aware, in respect of the bulletins produced by the Office of Fair Trading in relation to the UTCCR, the Seller has received no complaints from Customers or otherwise that it has not complied with the terms of such bulletins.

7.6

Data Protection Act Representations of the Seller

(a)

Valid DPA Registration Held The Seller has and, since such time as the Seller first entered into any Underlying Agreement has held, a valid and current DPA Registration and, so far as the Seller is aware, such DPA Registration has not been revoked, suspended or expired and, where appropriate, the Seller has renewed such DPA Registration on or before its expiry and the Seller is not aware of any circumstance which indicates that such DPA Registration is likely to be revoked or which may confer any such rights of revocation.

(b)

Compliance with DPA Registration The Seller has in relation to all Purchased Receivables complied with the terms of the relevant DPA Registration.

(c)

Performance of Transaction Documents No Breach of DPA Registration The performance by the Seller of its obligations under the Transaction Documents will not constitute a material breach of the provisions of the DPA Registration.

0090662-0000063 ICM:16297158.12

23

8.

ISSUER'S REPRESENTATIONS AND WARRANTIES The Issuer represents and warrants to the Seller and the Trustee on the terms set out below at the Purchase Date.

8.1

Corporate Representations and Warranties of the Issuer

(a)

Incorporation The Issuer is duly incorporated in England and Wales as a public company with limited liability under the Companies Act 2006, with its registered office and its head office at Winchester House, Mailstop 428, 1 Great Winchester Street, London EC2N 2DB and with full power and authority to own its property and assets and conduct its business as described in the Prospectus.

(b)

Centre Of Main Interests The Issuer has its “centre of main interests”, as that term is used in Article 3(i) of the EU Insolvency Regulation, in the Issuer Jurisdiction.

(c)

Litigation No litigation, arbitration or administrative proceedings of or before any court, tribunal or governmental body have been commenced or are pending or threatened against the Issuer or against any of its directors or any of its assets or revenues which may have a Material Adverse Effect on the Issuer, any Transaction Document or any Purchased Receivables and Related Collateral.

(d)

Solvency No Insolvency Event has occurred in respect of the Issuer nor will occur as a result of the entry into or performance of its obligations and undertakings under the Transaction Documents.

(e)

Tax Residence The Issuer is a company which is and has, since incorporation, been resident for tax purposes solely in the United Kingdom and has its usual place of abode in the United Kingdom.

(f)

Management and Administration The Issuer's management, the places of residence of the directors of the Issuer and the place at which meetings of the board of directors of the Issuer are held are all situated in the Issuer Jurisdiction.

(g)

Accounting Reference Date The Accounting Reference Date of the Issuer is 31 December.

(h)

No Establishment, Subsidiaries, Employees Or Premises The Issuer has no “establishment”, as that term is used in Article 2(h) of the EU Insolvency Regulation or branch or office in any jurisdiction and no subsidiaries, employees or premises.

0090662-0000063 ICM:16297158.12

24

(i)

No Encumbrances No Encumbrance exists over or in respect of any asset of the Issuer, other than a Permitted Encumbrance.

(j)

Issuer's Activities The Issuer has not engaged in any activities since its incorporation other than:

(k)

(l)

(i)

those incidental to its registration under the Companies Acts;

(ii)

various changes to its directors, secretary, registered office and Memorandum and Articles of Association;

(iii)

increases in issued share capital;

(iv)

applying for a CCA Licence;

(v)

applying for a DPA Registration;

(vi)

other appropriate corporate steps;

(vii)

the authorisation of the issue of the Notes and the authorisation of entry into the Transaction Documents; and

(viii)

the activities referred to in or contemplated by the Transaction Documents and the Prospectus.

Financial Statements (i)

The Issuer has prepared Financial Statements as set out in the Prospectus and has not since incorporation prepared any other Financial Statements and has not paid any dividends or made any distributions since incorporation.

(ii)

The Issuer has Sterling as its functional currency.

Fair View The Financial Statements of the Issuer contained in the Prospectus: (i)

were prepared in accordance with accounting principles generally accepted in the Issuer Jurisdiction consistently applied;

(ii)

disclose all liabilities (contingent or otherwise) and all unrealised or anticipated losses of the Issuer; and

(iii)

present fairly the financial position of the Issuer as at the date of such Financial Statements.

0090662-0000063 ICM:16297158.12

25

(m)

No Adverse Change Since the date of its incorporation there has been no material adverse change in the financial position or prospects of the Issuer.

(n)

Consents The Issuer has obtained and maintains in effect all authorisations, approvals, licences and consents required in connection with its business and the consummation of the transactions contemplated by the Transaction Documents pursuant to any applicable law or regulation applicable to the Issuer in England and Wales, any other Asset Jurisdiction and in each other jurisdiction in which the Issuer carries on business.

(o)

No Governmental Investigation No governmental or official investigation or inquiry concerning the Issuer is, so far as the Issuer is aware, progressing or pending or has been threatened which may have a Material Adverse Effect on the Issuer, any Transaction Document, or any of the Purchased Receivables and Related Collateral.

(p)

VAT (i)

The Issuer is not, and is not liable to be, registered (or part of any registration) for VAT in the United Kingdom immediately prior to entering into the Transaction.

(ii)

The Issuer is not treated as a member of any VAT Group.

9.

ACKNOWLEDGEMENTS

9.1

Seller's acknowledgement The Seller acknowledges that:

9.2

(a)

in order to induce the Issuer and the Trustee to enter into this Agreement the Seller has agreed to make the Seller Warranties and the Seller Asset Warranties on the Purchase Date;

(b)

the Issuer will purchase the Portfolio pursuant to this Agreement on the Purchase Date in reliance on the Seller Warranties and the Seller Asset Warranties and will rely upon the Seller Warranties and the Seller Asset Warranties notwithstanding any information possessed or discoverable by the Issuer or the Trustee; and

(c)

neither the Issuer nor the Trustee has made, nor will make, any enquiries of, or in respect of, any Underlying Agreement, any Receivable, any of the Related Collateral, any Customer, the creditworthiness of any Customer or the suitability of any Receivable or Related Collateral for purchase in accordance with the terms of this Agreement.

Issuer's and Trustee's acknowledgements The Issuer and the Trustee acknowledge that they have not entered into this Agreement with the Seller in reliance upon any representation or warranty by the Seller, or agreement by the Seller to

0090662-0000063 ICM:16297158.12

26

give any representation or warranty, other than the Seller Warranties and the Seller Asset Warranties or in reliance upon any other enquiry, investigation or search whatsoever. 10.

OPTION TO REPURCHASE DEFAULTED RECEIVABLES

10.1

Repurchase The Seller may, but shall have no obligation to, on any Business Day which is no fewer than five Business Days prior to a Payment Date, deliver to the Issuer, the Trustee and the Servicer a notice (a Repurchase Notice) in the form set out in Schedule 3 (Form of Notice of Repurchase). Upon receipt of such Repurchase Notice by the Issuer, the Issuer shall resell, retransfer and reassign to the Seller and the Seller shall repurchase on any Business Day preceding the following Payment Date after receipt by the Issuer of the relevant Repurchase Notice the Defaulted Receivables (together with any Related Collateral) identified in the Repurchase Notice.

10.2

Defaulted Receivable Repurchase Price The Defaulted Receivable Repurchase Price shall be an amount equal to the Face Amount of such Defaulted Receivables of each particular Debt Type multiplied by the Relevant Multiplier, and such amount shall be set out in the relevant Repurchase Notice.

10.3

Collections held on trust If, in respect of any Defaulted Receivable which is the subject of a Repurchase Notice, any Collections are received by or on behalf of the Issuer at any time after the Repurchase Date, the Issuer shall hold such Collections on trust for the benefit of the Seller and pay the amount of such Collections to the Seller on the next Payment Date and such payment, if any, will be made without interest.

10.4

Reassignment If any reassignment and retransfer is to occur pursuant to Clause 10.1 (Repurchase): (a)

the Seller, the Issuer and the Trustee shall execute and deliver a Deed of Reassignment in respect of the Purchased Receivables and Related Collateral, to be reassigned and retransferred in the form set out in Schedule 7 (Form of Deed of Reassignment in Respect of the Optional Repurchase of Defaulted Receivables); and

(b)

the Seller shall pay on the relevant Payment Date to the Issuer the Defaulted Receivable Repurchase Price set out in the Repurchase Notice under Clause 10.2 (Defaulted Receivable Repurchase Price).

0090662-0000063 ICM:16297158.12

27

11.

CLEAN-UP CALL OPTION

11.1

Exercise of Clean-Up Call Option

(a)

On any Payment Date on or following the Payment Date on which both of the Class A Notes and the Class B Notes have been redeemed in full, the Seller shall have the option to repurchase all (but not some only) outstanding Purchased Receivables at the Repurchase Price subject to the following requirements: (i)

the Seller having advised the Issuer of its intention to exercise the Clean-Up Call Option at least 30 days prior to the contemplated redemption date which shall be a Payment Date (the Early Redemption Date); and

(ii)

the proceeds distributable as a result of such repurchase on the Early Redemption Date being at least equal to the then Aggregate Note Principal Amount Outstanding of the Class C Notes plus accrued but unpaid interest thereon (if any) together with all amounts ranking prior thereto according to the Pre-Enforcement Priority of Payments.

(b)

In the event that the requirements referred to in (a) are met, and the Seller has so repurchased all of the outstanding Purchased Receivables (and Related Collateral) then the Issuer shall redeem all of the Class C Notes on the Early Redemption Date pursuant to the Pre-Enforcement Priority of Payments.

11.2

Collections held on trust If, in respect of the Purchased Receivables that are repurchased under the Clean-Up Call Option, any Collections are received by or on behalf of the Issuer on and from the date of such repurchase, the Issuer shall hold such Collections on trust for the benefit of the Seller and pay the amount of such Collections to the Seller on the next Payment Date. Any such payment will be made without interest.

11.3

Reassignment under Clean-Up Call Option If any reassignment and retransfer is to occur pursuant to Clause 11.1 (Exercise of Clean-Up Call Option): (a)

the Seller, the Issuer and the Trustee shall execute and deliver a Deed of Reassignment in respect of the Purchased Receivables and Related Collateral, to be reassigned and retransferred in the form set out in Schedule 8 (Form of Deed of Reassignment in Respect of the Clean-Up Call Option); and

(b)

the Seller shall pay to the Issuer the Repurchase Price set out in the Deed of Reassignment).

Such repurchase pursuant to Clause 11.1 (Exercise of Clean-Up Call Option) shall be made without any recourse against, or warranty or guarantee of the Issuer. The Issuer shall reassign and retransfer the Purchased Receivables (together with any Related Collateral) at the cost of the Seller. The consideration payable by the Seller to the Issuer for the reassignment and retransfer shall be an amount equal to the Repurchase Price.

0090662-0000063 ICM:16297158.12

28

12.

REPURCHASE OF RECEIVABLES

12.1

Seller Asset Warranty Breach Any matter or circumstance is a Seller Asset Warranty Breach (other than a breach of items (b) and (c) of the Concentration Limits) if it materially and adversely affects the Issuer's interest in the affected Purchased Receivable and Related Collateral (a Non-Compliant Receivable) (without regard to credit enhancement, if any) and if such matter or circumstance is capable of remedy, such matter or circumstance has not been remedied within 30 Business Days of the Seller becoming aware, or being notified by the Issuer (copied to the Trustee) in writing, of the occurrence of such Seller Asset Warranty Breach.

12.2

Repurchase upon Seller Asset Warranty Breach If a Seller Asset Warranty Breach occurs, the Seller shall be obliged to repurchase the NonCompliant Receivable at a repurchase price equal to the amount determined under Clause 12.3 (Consideration for repurchase).

12.3

Consideration for repurchase The consideration payable by the Seller to the Issuer for the reassignment and retransfer referred to in this Clause 12 (Repurchase of Receivables) shall be an amount equal to the aggregate of:

12.4

(a)

the Asset Amount Outstanding in respect of such Purchased Receivables; plus

(b)

an amount equal to all other amounts due from the relevant Customers in respect of the relevant Purchased Receivables as at the date of the repurchase; plus

(c)

unpaid interest or finance charges (as applicable) accrued but not yet due and payable in respect of the relevant Purchased Receivables as at the date of the repurchase; plus

(d)

an amount equal to the reasonable costs incurred by the Issuer in relation to such repurchase; less

(e)

any interest or finance charges not yet accrued but recovered or received by the Issuer.

Timing of Reassignment Completion of any reassignment and retransfer required pursuant to Clause 12 (Repurchase of Receivables) shall take place: (a)

in the case of any Seller Asset Warranty Breach which is capable of remedy but has not been remedied within the period referred to in Clause 12.1 (Seller Asset Warranty Breach), on a date selected by the Issuer but no earlier than 30 Business Days after the date upon which written notice of the relevant breach was received by the Seller from the Issuer (copied to the Trustee); or

(b)

in the case of any Seller Asset Warranty Breach which is not capable of remedy, immediately following expiry of the 30 Business Day period referred to in Clause 12.1 (Seller Asset Warranty Breach); or earlier, if the Seller so elects.

0090662-0000063 ICM:16297158.12

29

12.5

Completion of reassignment If any reassignment and retransfer is to occur pursuant to Clause 12 (Repurchase of Receivables):

12.6

(a)

the Seller, the Issuer and the Trustee shall, at the cost of the Seller, execute and deliver a Deed of Reassignment in respect of the Purchased Receivables and Related Collateral to be reassigned and retransferred in the form set out in Schedule 9 (Form of Deed of Reassignment in Respect of a Repurchase Upon Seller Asset Warranty Breach); and

(b)

the Seller shall pay to the Issuer the consideration under Clause 12.3 (Consideration for repurchase).

Indemnity from Seller If a Purchased Receivable sold to the Issuer on the Closing Date is found not to exist or if there has been a breach of the limits specified in items (b) or (c) of the Concentration Limits, the Seller will not be obliged to repurchase such non-existent Purchased Receivable(s) or, as the case may be, such Purchased Receivables required to rectify such breach of the Concentration Limits, but will be required to indemnify the Issuer in an amount, as calculated by the Servicer, equal to the Purchase Price of the relevant Purchased Receivable(s). Payments of such indemnified amounts shall fall immediately due and payable by the Seller upon receipt of written notice of such breach from the Issuer which notice shall include such indemnified amount.

13.

HANDBACK RECEIVABLE PUT OPTION

13.1

Repurchase of Handback Receivables The Seller hereby grants the Issuer an option to require the Seller to repurchase Handback Receivables from the Issuer in accordance with the provisions of this Clause 13 (the Handback Receivable Put Option). If, on any Business Day (prior to an Insolvency Event in relation to the Seller) the Seller notifies the Issuer (with a copy to the Trustee) that, in respect of a PCP Agreement, a Customer has returned the related Financed Vehicle in full and final settlement of that PCP Agreement, the Issuer is entitled to exercise the Handback Receivable Put Option. Exercise by the Issuer of the Handback Receivable Put Option shall require the Seller to repurchase the Handback Receivable relating to such PCP Agreement within 1 Business Day of being so notified by the Issuer.

13.2

Repurchase price – Handback Receivables The repurchase price payable by the Seller for each Handback Receivable in respect of which the Issuer has exercised the Handback Receivable Put Option shall be equal to the related Guaranteed Future Value Payment in respect of the relevant Financed Vehicle. The Seller is obliged to pay the repurchase price in respect of the relevant Handback Receivable within 1 Business Day of notification by the Issuer of the exercise of the Handback Receivable Put Option, by the Seller transferring the same to the Collection Account. Notwithstanding anything to the contrary, the parties hereto agree and acknowledge that the Guaranteed Future Value Payment constitutes fair market value for the Handback Receivable, and that the Issuer shall be entitled to no further payment in respect of the Handback Receivable above the Guaranteed Future Value Payment.

0090662-0000063 ICM:16297158.12

30

13.3

Identification of Handback Receivables The Servicer on behalf of the Issuer shall identify or procure the identification of the Handback Receivables which are the subject of the Handback Receivable Put Option to be put to the Seller in the relevant computer records of the Servicer, failing which by the insertion of details of such Handback Receivables in a computer record to be maintained for the purpose by or on behalf of the Issuer. If the Issuer chooses to exercise the Handback Receivable Put Option in respect of any Handback Receivables, the Servicer on behalf of the Issuer shall on or prior to the relevant repurchase date, deliver a list of the Handback Receivables and Related Collateral to the Seller and the Trustee in the form set out in Schedule 11 (Form of Deed of Reassignment in Respect of the Handback Receivable Put Option) hereto.

13.4

Completion of reassignment of PCP Agreements If any reassignment and retransfer is to occur pursuant to Clause 13 (Handback Receivable Put Option), the Issuer, the Seller and the Trustee shall (at the cost of the Seller) execute and deliver a Deed of Reassignment in respect of the Purchased Receivables and Related Collateral to be reassigned and retransferred in the form set out in Schedule 11 (Form of Deed of Reassignment in Respect of the Handback Receivable Put Option).

14.

EFFECT OF PAYMENTS

14.1

Effect of Payment Any payment by the Seller pursuant to Clause 12.5(b) (Completion of reassignment), shall constitute a discharge and release of the Seller only from any claims which the Issuer or the Trustee may have against it arising from a Seller Asset Warranty Breach in relation to the Purchased Receivables and Related Collateral specified in the relevant Deed of Reassignment or in respect of which the relevant payment pursuant to such provisions is made and shall not affect any rights arising from a breach of any other warranty or express provision of this Agreement or any representation, warranty or undertaking in relation to any other Purchased Receivables and Related Collateral.

14.2

No Other Remedy If the Seller makes any payment pursuant to Clause 12.5(b) (Completion of reassignment), such payment shall be in full satisfaction of any claim which might otherwise be made by the Issuer or the Trustee and each of the Issuer and Trustee acknowledges to and agrees with the Seller that such payment and repurchase is its sole remedy in relation to the relevant Seller Asset Warranty Breach which resulted in the relevant payment being made.

15.

BREACH OF OTHER SELLER WARRANTIES

15.1

Compensation Payment If there is a breach of any of the Seller Warranties other than a Seller Asset Warranty: (a)

the Seller shall forthwith notify the Issuer and within five Business Days of such notification the Issuer (or the Calculation Agent acting on the Issuer's behalf) shall calculate and notify the Seller of the amount of the Compensation Payment (if any) in respect of such breach;

0090662-0000063 ICM:16297158.12

31

15.2

(b)

within ten Business Days of being notified of the amount of the Compensation Payment (if any) the Seller shall pay the Compensation Payment to the Issuer;

(c)

if the Seller objects to the amount of any Compensation Payment notified to it by the Issuer, it shall within ten Business Days of being notified by the Issuer of the amount of such Compensation Payment advise the Issuer in writing of its objection and commence negotiations with the Issuer with a view to reaching an amicable decision as to the final assessment of the amount of the Compensation Payment due in such circumstances;

(d)

if such an amicable decision cannot be reached within 30 days from the date the Seller notifies the Issuer of its objection to the amount of the Compensation Payment, then the Seller and Issuer shall appoint an independent accountant, being a partner in the office in London of a major international accounting firm, to determine the amount of the Compensation Payment and, if the parties cannot agree upon an appointee within ten Business Days of the end of such 30 day period, either the Issuer or the Seller may request the Trustee to make such appointment;

(e)

any independent accountant appointed pursuant to Clause 15.1(d) shall be required to make a determination within 30 Business Days of his appointment and in making any determination of the amount of any Compensation Payment shall act as an expert and not as an arbitrator; and

(f)

the costs, fees and expenses of any independent accountant appointed pursuant to this Clause 15 (Breach of Other Seller Warranties) (or of his firm) shall be borne by the Seller if the Compensation Payment so determined is equal to or greater than the amount of the Compensation Payment originally proposed by the Issuer or otherwise by the Issuer.

Obligation to mitigate The Issuer agrees that it shall take care to mitigate any loss or damage which gives rise to any claim for a Compensation Payment.

15.3

Compensation Payment only entitlement Where a Compensation Payment has become due and payable by the Seller to the Issuer pursuant to this Clause 15 (Breach of Other Seller Warranties) in respect of any Seller Warranty Breach other than a Seller Asset Warranty Breach, then the Issuer shall not also be entitled to any payment or reassignment and retransfer pursuant to Clause 12.2 (Repurchase upon Seller Asset Warranty Breach).

16.

POWER OF ATTORNEY The Seller shall execute a power of attorney appointing the Issuer and the Trustee jointly, severally and independently to be its attorneys substantially in the form set out at Schedule 6 (Form of Seller Security Power of Attorney) hereto.

0090662-0000063 ICM:16297158.12

32

17.

NETTING Any amounts payable by the Seller to the Issuer in respect of Collections on any day shall be netted against any amounts to be paid by the Issuer to the Seller under Clauses 6.5(c) and 6.5(d) in respect of amounts standing to the credit of the Seller Returns Ledger.

18.

FURTHER ASSURANCE Each Party shall (at such Party's cost or, in the case of the Trustee, at the cost of the Issuer) do and execute, or arrange for the doing and executing of, each act, document and thing requested of it by any Party in order to implement and/or give effect to this Agreement.

19.

ENTIRE AGREEMENT

19.1

Entire Agreement This Agreement and any document entered into pursuant hereto constitute the entire agreement and understanding between the Parties and supersede any previous agreements between the parties relating to the subject matter of this Agreement.

19.2

No reliance Each Party agrees that:

19.3

(a)

it has not entered into any of the Transaction Documents in reliance upon any representation, warranty or undertaking of any other Party which is not expressly set out or referred to in one of the Transaction Documents; and

(b)

except in respect of an express representation or warranty under any of the Transaction Documents, it shall not have any claim or remedy (whether in equity, contract or tort, under the Misrepresentation Act 1967 or in any other way) in respect of any misrepresentation or breach of warranty by any other Party or in respect of any untrue statement by any other Party, regardless of whether such misrepresentation, breach or untrue statement was made, occurred or was given prior to the execution of any of the Transaction Documents.

Breach of Duty Nothing in this Clause 19 (Entire Agreement) shall have the effect of limiting or restricting any liability of a Party arising as a result of any Breach of Duty.

20.

APPLICATION OF THIS AGREEMENT Where any Party acts in more than one capacity, the provisions of this Agreement shall apply to such person as though it were a separate party in each such capacity.

0090662-0000063 ICM:16297158.12

33

21.

CHANGE OF TRUSTEE

21.1

Better preservation and enforcement of rights The Trustee has agreed to become a party to this Agreement for the better preservation and enforcement of its rights under this Agreement, the Conditions, the Trust Deed and the Deed of Charge, and shall not assume any liabilities or obligations under this Agreement unless such obligation or liability is expressly assumed by the Trustee in this Agreement.

21.2

Trustee has no responsibility The Trustee shall not have any responsibility for any of the obligations of the other Parties and the other Parties acknowledge that the Trustee has no such responsibility and that the Trustee is entitled to the protection contained in and on the terms set out in the Trust Deed.

21.3

Assumption of no material prejudice The Trustee will be entitled to assume, for the purposes of exercising any right, power, duty or discretion under or in relation to the Conditions, the Trust Deed, the Deed of Charge or this Agreement, that to do so will not be materially prejudicial to the interests of the Noteholders or the relevant Class thereof (a) if it has obtained the consent of the holders of the Controlling Class or (b) in relation to a non-economic or non-financial matter, if the Trustee obtains an opinion from lawyers or other professional advisors to such effect.

21.4

Confirmation from Rating Agencies In respect of the exercise of any right, power, duty or discretion as contemplated by Clause 21.3 (Assumption of no material prejudice), the Trustee will also be entitled to take into account, among other things, any confirmation or affirmation from the relevant Rating Agencies that the then current ratings of the Class A or the Class B Notes will not be reduced, qualified or withdrawn thereby.

22.

CHANGE OF TRUSTEE If there is an appointment of a Successor Trustee in accordance with the terms of the Trust Deed, each of the Parties shall execute such documents and take such action as the Successor Trustee and the outgoing Trustee may reasonably require for the purposes of vesting in the Successor Trustee the benefit of this Agreement and the rights, powers and obligations of the Trustee under this Agreement, and releasing the outgoing Trustee from its future obligations under this Agreement.

23.

SERVICES NON EXCLUSIVE

23.1

Non-Exclusivity Subject to the provisions of this Agreement, nothing in this Agreement shall prevent any Party from rendering services similar to those provided for in this Agreement to other persons, firms or companies or from carrying on any business similar to or in competition with the business of any of the Parties.

0090662-0000063 ICM:16297158.12

34

23.2

Existing Businesses Nothing in this Agreement shall prevent any Party from carrying on its own business in the manner which it thinks fit, unless, by so doing, it would render itself unable to perform its obligations under this Agreement in the manner contemplated in this Agreement.

24.

RESTRICTION ON ENFORCEMENT OF SECURITY, NON PETITION AND LIMITED RECOURSE

24.1

No proceedings against the Issuer Notwithstanding anything to the contrary in this Agreement, only the Trustee may pursue the remedies available under the general law, the Conditions, the Trust Deed and the Deed of Charge to enforce the Security and no Party shall be entitled to proceed directly against the Issuer to enforce the Security. Each Party (other than the Issuer and the Trustee) agrees with and acknowledges to each of the Issuer and the Trustee and the Trustee agrees with and acknowledges to the Issuer, that: (a)

none of the Parties (nor any person on their behalf, other than the Trustee where appropriate) are entitled, otherwise than as permitted by this Agreement, to direct the Trustee to enforce the Security or take any proceedings against the Issuer to enforce the Security;

(b)

none of the Parties (other than the Trustee who may appoint a receiver or an administrator only) shall have the right to take or join any person in taking any steps against the Issuer for the purpose of obtaining payment of any amount due from the Issuer to any of such Parties or to appoint an Insolvency Official in respect of the Issuer; and

(c)

none of the Parties shall be entitled to take or join in the taking of any corporate action, legal proceedings or other procedure or step which would result in the Priority of Payments not being complied with or which would result in an Insolvency Event in respect of the Issuer,

save where the Trustee or any Receiver, having being bound to do so, fails to enforce the Security within a reasonable period of time and that failure is continuing, in which case each of the Secured Creditors will be entitled to take any steps and proceedings against the Issuer for the purpose of recovering any of the Secured Amounts or enforcing any rights arising out of this Agreement as it considers necessary, other than any steps or proceedings:

24.2

(i)

in respect of procuring the winding up, administration or liquidation of the Issuer; and/or

(ii)

which would result in a breach of the Priority of Payments and/or any term of this Agreement.

Limited Recourse Notwithstanding anything to the contrary in this Agreement, if at any time following: (a)

the occurrence of either: (i)

the Legal Maturity Date or any earlier date upon which all of the Notes of each Class are due and payable; or

0090662-0000063 ICM:16297158.12

35

(ii) (b)

the service of an Enforcement Notice; and

Realisation of the Security and application in full of any amounts available to pay amounts due and payable under the Notes in accordance with the applicable Priority of Payments,

the proceeds of such Realisation are insufficient, after payment of all other claims ranking in priority in accordance with the applicable Priority of Payments, to pay in full all amounts then due and payable in respect of the Notes in accordance with the applicable Priority of Payments then the amount remaining to be paid (after such application in full of the amounts first referred to in (b) above) in respect of the Notes shall, on the day following such application in full of the amounts referred to in (b) above, cease to be due and payable by the Issuer. For the purposes of this Clause 24.2 (Limited Recourse) Realisation means, in relation to any Security, the deriving, to the fullest extent practicable, (in accordance with the provisions of this Agreement) of proceeds from or in respect of such Security including (without limitation) through sale or through performance by a Customer. 25.

OBLIGATIONS AS CORPORATE OBLIGATIONS

25.1

No recourse against shareholders and others No Party shall have any recourse against nor shall any personal liability attach to any shareholder, officer, agent, employee or director of the Issuer in his capacity as such, by any Proceedings or otherwise, in respect of any obligation, covenant, or agreement of the Issuer contained in this Agreement.

25.2

No liability for Obligations of the Issuer The Parties, other than the Issuer, shall not have any liability for the Obligations of the Issuer and nothing in this Agreement shall constitute the giving of a guarantee, an indemnity or the assumption of a similar obligation by any of such other Parties in respect of the performance by the Issuer of the Obligations.

26.

VARIATION OF THIS AGREEMENT Subject to the provisions of Clause 15 (Modifications) of the Trust Deed, any variation of this Agreement is valid only if it is in writing and signed by or on behalf of each Party which is a party to this Agreement.

27.

EXERCISE OF RIGHTS AND REMEDIES

27.1

No waiver A failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.

0090662-0000063 ICM:16297158.12

36

27.2

Rights and remedies cumulative Except where this Agreement specifically provides otherwise, the rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.

28.

PARTIAL INVALIDITY The invalidity, illegality or unenforceability of a provision of this Agreement does not affect or impair the continuation in force of the remainder of this Agreement.

29.

NO PARTNERSHIP Except where this Agreement specifically provides otherwise, no provision of this Agreement creates a partnership between any of the Parties or makes a Party the agent of another Party for any purpose. Except where this Agreement provides otherwise, a Party has no authority or power to bind, to contract in the name of, or to create a liability for another Party in any way or for any purpose.

30.

CONTINUATION OF OBLIGATIONS Except to the extent that they have been performed and except where this Agreement specifically provides otherwise, the warranties, representations, indemnities, and obligations contained in this Agreement remain in force after the date on which they were expressed to take effect until the Final Discharge Date.

31.

ASSIGNMENT AND SUB-CONTRACTING

31.1

Successors This Agreement shall be binding upon and endure to the benefit of each Party to this Agreement and its or any subsequent successors, transferees and assigns.

31.2

Assignment No Party (other than the Trustee and, in respect of the security assignment under the Deed of Charge, the Issuer) may assign or transfer or purport to assign or transfer a right or obligation under this Agreement.

31.3

Benefit Each Party (other than the Trustee) is entering into this Agreement to which it is a party for its benefit and not for the benefit of another person.

31.4

Delegation Except where this Agreement specifically provides otherwise, a Party may not sub-contract or delegate the performance of any of its obligations under this Agreement.

0090662-0000063 ICM:16297158.12

37

32.

THIRD PARTY TRANSACTION RIGHTS Rights under this Agreement only accrue to a person party to this Agreement. Accordingly a person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

33.

NOTICES

33.1

Notices details Notices under this Agreement shall be in writing and shall be sent by first class post, pre-paid recorded delivery (and air mail if overseas) or by fax or email as follows: (a)

If to the Issuer, to it at: Address:

Tel: Fax: Email: Attention: (b)

If to the Seller, to it at: Address:

Tel: Fax: Email: Attention: (c)

Winchester House, Mailstop 428, 1 Great Winchester Street, London EC2N 2DB United Kingdom +44 (0) 207 547 0253 +44 (0) 207 547 6732 [email protected] The Directors

3 Princess Way, Redhill, Surrey, RH1 1SR +44 (0) 871 200 4150 +44 (0) 871 200 4151 [email protected] Ms Diane Roberts

If to the Trustee, to it at: Address:

Facsimile: Attention:

0090662-0000063 ICM:16297158.12

Winchester House, 1 Great Winchester Street, London EC2N 2DB United Kingdom +44 (0)207 547 6149 The Managing Director

38

33.2

Time of receipt Unless there is evidence that it was received earlier, a Notice marked for the attention of the person specified in Clause 33.1 (Notices details) is deemed given:

33.3

(a)

if delivered personally, when left at the relevant address referred to in the Notices Details;

(b)

if sent by post, except air mail, two Business Days after posting it;

(c)

if sent by air mail, six Business Days after posting it;

(d)

if sent by fax, on completion of its transmission/when confirmation of its transmission has been recorded by the sender's fax machine; and

(e)

if sent by email, on the date such email is received.

Business day In Clause 33.2 (Time of receipt) business day means a day other than a Saturday, Sunday or public holiday in either the country from which the Notice is sent or in the country to which the Notice is sent.

34.

COUNTERPARTS This Agreement may be executed in any number of counterparts and by different Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when so executed shall constitute one and the same binding agreement between the Parties.

35.

GOVERNING LANGUAGE This Agreement is in the English language. If this Agreement is translated into another language, the English language text shall prevail.

36.

CALCULATIONS AND PAYMENTS

36.1

Basis of accrual Except as otherwise provided in this Agreement, any interest, commitment commission, or fees due from one Party to another under this Agreement shall accrue from day to day and shall be calculated on the basis of a year of the number of days referred to in Paragraph (b) of the definition of Day Count Fraction in the Master Definitions and Construction Schedule (or, in any case where market practice differs, in accordance with market practice).

36.2

Prima facie evidence In any legal action or proceeding arising out of or in connection with this Agreement, the Servicer Records (except in relation to the Notes where the records of Euroclear, Clearstream, Luxembourg or DTC shall prevail) shall be prima facie evidence of the existence and amounts due from one Party to another or to any third party.

0090662-0000063 ICM:16297158.12

39

36.3

Currency of account and payment Sterling is the currency of account and payment for each and every sum at any time due from one Party to another under this Agreement, except that each payment in respect of costs and expenses in respect of this Agreement shall be made in the currency in which the same were incurred.

36.4

Payments to other Parties On each date on which this Agreement requires an amount to be paid by one Party to another Party (other than to the Seller or to the Issuer), the Paying Transaction Party shall make the relevant amount available to the Receiving Transaction Party by payment to the account specified by such Receiving Transaction Parties for value on the due date no later than the time specified in this Agreement or, if no time is specified in this Agreement, by close of banking hours in the place of payment on the due date.

36.5

No set-off Without prejudice to Clause 17 (Netting) of this Agreement, all payments required to be made by any Party under this Agreement shall be calculated without reference to any set-off or counterclaim and shall be made free and clear of and without any deduction for or on account of any set-off or counterclaim.

36.6

Partial Payments If and whenever a payment is made by any Party to another under this Agreement, the Receiving Transaction Party shall, except as otherwise provided in this Agreement, apply the amount received towards the obligations of the Paying Transaction Party under this Agreement in the following order:

36.7

(a)

first, in or towards payment of any Liabilities which the Receiving Transaction Party is entitled to be paid under the terms of this Agreement;

(b)

secondly, in or towards payment pro rata of any accrued interest due but unpaid;

(c)

thirdly, in or towards payment pro rata of any principal due but unpaid; and

(d)

fourthly, in or towards payment pro rata of any other sum due but unpaid.

Variation of partial payments The order of payments set out in Clause 36.6 (Partial Payments) shall override any appropriation made by any Paying Transaction Party but the order set out in Clauses 36.6(b), 36.6(c) and 36.6(d) may be varied if the relevant Parties so agree and for this purpose relevant Parties means Parties who might, in the Trustee's sole opinion, be affected by such variation in application.

36.8

Business Days Except as otherwise provided in this Agreement any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or on the preceding Business Day (if there is not).

0090662-0000063 ICM:16297158.12

40

36.9

Rectification If any amount paid pursuant to this Agreement (other than by or to the Trustee) shall be determined (after consultation in good faith between the Parties which are parties to this Agreement) to have been incorrect, the Parties shall consult in good faith in order to agree upon an appropriate method for rectifying such error so that the amounts subsequently received and retained by all relevant Parties are those which they would have received and retained if no such error had been made.

37.

VAT

37.1

Sums payable exclusive of VAT Except as otherwise provided in this Agreement any sum set out in this Agreement as payable, or otherwise payable pursuant to this Agreement: (a)

by any Party other than the Trustee or the Issuer to any other Party; or

(b)

by the Issuer to a Specified Party or the Trustee,

shall be deemed to be exclusive of any VAT which is or becomes chargeable on any supply or supplies for which that sum (or any part thereof) is the whole or part of the consideration for VAT purposes. 37.2

Sums payable inclusive of VAT Except as otherwise provided in this Agreement any sum set out in this Agreement as payable, or otherwise payable pursuant to this Agreement: (a)

by the Issuer to any Party other than a Specified Party or the Trustee; or

(b)

by the Trustee to any Party,

shall be inclusive of any VAT which is or becomes chargeable on any supply or supplies for which that sum (or any part thereof) is the whole or part of the consideration for VAT purposes and Section 89 of the VATA shall not apply to affect the amount of such sum payable. 37.3

Payment of amounts in respect of VAT Where, pursuant to this Agreement: (a)

any Party (such person, a Supplier for the purposes of this Clause 37 (VAT)) makes a supply to another Party (such person, the Recipient in relation to that supply for the purposes of this Clause 37 (VAT)) for VAT purposes;

(b)

the sum which is the consideration (in whole or in part) for that supply is (or, if the consideration for that supply were in cash, would be) deemed to be exclusive of VAT in accordance with Clause 37.1 (Sums payable exclusive of VAT) above; and

(c)

the Supplier is required to account to any relevant Tax Authority for any VAT chargeable on that supply,

0090662-0000063 ICM:16297158.12

41

the Recipient shall pay to the Supplier an additional amount equal to that VAT, such additional amount to be paid at the same time as paying any other consideration for that supply, save that where the consideration for that supply does not consist of, or wholly of, money, such sum shall be paid no later than five Business Days before the last day on which the Supplier can account to the relevant Tax Authority for the VAT due in respect of that supply without incurring interest or penalties and the Supplier shall (in either case) provide the Recipient with a valid VAT invoice in respect of that supply. 37.4

Acquisitions and reverse charges In relation to any supply that gives rise to either an acquisition for VAT purposes or a Reverse Charge, where the Recipient (which for the purposes of this Clause 37.4 (Acquisitions and reverse charges) shall include the person making any acquisition) of that supply or acquisition is the Issuer or the Trustee: (a)

the consideration for such supply or acquisition shall (unless the Supplier (which for the purposes of this Clause 37.4 (Acquisitions and reverse charges) shall include any person from whom an acquisition is made) in relation thereto is a Specified Party, the Issuer or the Trustee)) be reduced to such amount as, with the addition thereto of the VAT chargeable on such supply or acquisition, equals the amount which would have been payable by the Recipient had such supply not given rise to such charge as aforesaid; or

(b)

if the consideration does not consist of, or wholly of, money, or the consideration actually paid is less than the amount in respect of or by reference to which VAT is charged, the Supplier shall (unless it is a Specified Party, the Issuer or the Trustee) pay to the Recipient an amount equal to the VAT chargeable on the supply no later than five Business Days before the last day (which the Recipient shall notify the Supplier of in writing) on which the Recipient can account to the relevant Tax Authority for the VAT due in respect of that supply or acquisition without incurring interest or penalties.

37.5

Costs and expenses

(b)

References (including, for the avoidance of doubt, references within definitions) in this Agreement to any fee, cost, loss, disbursement, commission, damages, expense, charge or other liability (including a Liability) incurred by the Issuer or the Trustee and in respect of which the Issuer or the Trustee (as appropriate) is to be reimbursed or indemnified by any other person under the terms of, or the amount of which is to be taken into account in any calculation or computation set out in, this Agreement shall include such part of such fee, cost, loss, disbursement, commission, damages, expense, charge or other liability as represents any VAT and also any VAT for which the Issuer or the Trustee (as appropriate) is required to account to any relevant Tax Authority under any regime applicable to acquisitions for VAT purposes or the Reverse Charge in relation to such fee, cost, loss, disbursement, commission, damages, expense, charge or other liability, but (in each case) only to the extent that the Issuer or the Trustee (as appropriate) is not entitled to a refund (by way of credit or repayment) in respect of such VAT from any relevant Tax Authority.

(c)

References (including, for the avoidance of doubt, references within definitions) in this Agreement to any fee, cost, loss, disbursement, commission, damages, expense, charge or other liability (including a Liability) incurred by any person (other than the Issuer or the Trustee) that is a party to this Agreement and in respect of which such person is to be reimbursed or indemnified by any other

0090662-0000063 ICM:16297158.12

42

person under the terms of, or the amount of which is to be taken into account in any calculation or computation set out in, this Agreement shall include such part of such fee, cost, loss, disbursement, commission, damages, expense, charge or other liability as represents any VAT and also any VAT for which such first person is required to account to any relevant Tax Authority under any regime applicable to acquisitions for VAT purposes or the Reverse Charge in relation to such fee, cost, loss, disbursement, commission, damages, expense, charge or other liability, but (in each case) only to the extent that such first person is not entitled to a refund (by way of credit or repayment) in respect of such VAT from any relevant Tax Authority. 37.6

VAT Groups Any reference in this Agreement to any person, when construing any provision in relation to VAT, shall (where appropriate and unless the context otherwise requires) be construed, at any time when such person is treated as a member of a VAT Group, to include a reference to the representative member of such group at such time (so that a reference to x, for example, would read "x or the relevant representative member of the VAT Group of which x is a member (as the case may be)") (the term representative member to have the same meaning as for the purposes of the VAT Grouping Legislation).

38.

WITHHOLDING TAXES

38.1

Tax Deduction Except as otherwise provided in this Agreement, each payment made by a Paying Transaction Party to a Receiving Transaction Party under this Agreement shall be made without any Tax Deduction, unless a Tax Deduction is required by any applicable law or regulation.

38.2

Notification If a Paying Transaction Party becomes aware that it must make a Tax Deduction in respect of any payment under this Agreement (or that there is any change in the rate or the basis of a Tax Deduction) it shall notify the Receiving Transaction Party accordingly.

38.3

Tax gross up If a Tax Deduction is required by law to be made by a Paying Transaction Party (other than the Issuer or the Trustee) the amount of the payment due from such Paying Transaction Party shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. This Clause 38.3 (Tax gross up) shall not apply to any deduction or withholding for or on account of Tax which is required to be made from any payment to the Issuer (or the Trustee): (a) in respect of any Purchased Receivable (or any amount realised from any Related Collateral) by the obligor of such Purchased Receivable (or in respect of such Related Collateral) (an Obligor Payment) or (b) by any Party as a person by or through whom such Obligor Payment is made directly or indirectly to the Issuer.

0090662-0000063 ICM:16297158.12

43

38.4

Tax Credits If a Paying Transaction Party makes a Tax Payment and a Receiving Transaction Party determines that a Tax Credit is attributable to that Tax Payment and the Receiving Transaction Party has obtained, utilised and retained that Tax Credit then the Receiving Transaction Party shall pay an amount to the Paying Transaction Party which the Receiving Transaction Party determines will leave it (after that payment) in the same after tax position as it would have been in had the Tax Payment not been required to be made by the Paying Transaction Party.

39.

ECONOMIC AND MONETARY UNION If the United Kingdom becomes a Participating Member State and as a result the Bank of England recognises the euro as the lawful currency of the Asset Jurisdiction, this Agreement shall be subject to such reasonable amendments as the Trustee may specify from time to time to be appropriate to reflect the adoption of the euro in the Asset Jurisdiction and any relevant market conventions or practices relating to the euro, provided always that the Trustee is not obliged to so act otherwise than in accordance with the provisions of the Trust Deed.

40.

COSTS Except as otherwise provided in this Agreement, the Seller shall pay all of the costs relating to the negotiation, preparation, execution and implementation by the Parties of this Agreement and of each document referred to in it.

41.

GOVERNING LAW This Agreement and all non-contractual obligations arising out of or in connection with it shall be governed by English law.

42.

JURISDICTION

42.1

English courts The courts of England have exclusive jurisdiction to settle any Dispute arising out of or in connection with this Agreement.

42.2

Convenient forum Each Party (other than the Trustee) agrees that the courts of England are the most appropriate and convenient courts to settle disputes between them and, accordingly, waive any objection to the contrary.

42.3

Jurisdiction Clause 42.1 (English courts) is for the benefit of the Trustee for the purpose of this Clause 42 (Jurisdiction) in this Agreement. As a result, each Party acknowledges that Clause 42.1 (English courts), does not prevent the Trustee from taking any Proceedings in any other courts with jurisdiction. To the extent allowed by law, the Trustee may take concurrent Proceedings in any number of jurisdictions.

0090662-0000063 ICM:16297158.12

44

SCHEDULE 1 FORM OF NOTICE OF SALE Letterhead of Santander Consumer (UK) plc To:

Motor 2013-1 PLC

Copy to:

S&P

Copy to:

Fitch

Copy to:

Deutsche Trustee Company Limited

Copy to:

Banco Santander, S.A.

Copy to:

Santander Investment Securities Inc.

Copy to:

Citigroup Global Markets Limited

Copy to:

Deutsche Bank AG, London Branch

Copy to:

Deutsche Bank Securities Inc.

Copy to:

Merrill Lynch International

Copy to:

Merrill Lynch, Pierce, Fenner & Smith Incorporated [] 2013

Dear Sirs, Notice of Sale Receivables Sale Agreement dated 19 June 2013 between Santander Consumer (UK) plc, Motor 2013-1 PLC and Deutsche Trustee Company Limited (the Receivables Sale Agreement) 1.

INTRODUCTION This Notice of Sale is delivered pursuant to Clause 3.1 (Notice of Sale) of the Receivables Sale Agreement. Words and expressions used herein shall have the meanings ascribed to them for the purposes of the Receivables Sale Agreement.

2.

SALE AND PURCHASE We hereby give you notice that we require you to purchase a portfolio of Receivables and Related Collateral (the Portfolio) pursuant to Clause 2.1 (Agreement for Sale and Purchase) of the Receivables Sale Agreement in conjunction with the issue by you of the Notes. We deliver with this notice a CD Rom signed for identification purposes containing details of the Receivables.

0090662-0000063 ICM:16297158.12

47

3.

PURCHASE DATE The Purchase Date for the purchase of the Portfolio shall be [] 2013.

4.

CONSIDERATION FOR PORTFOLIO In accordance with Clause 4.1 (Consideration for Portfolio) of the Receivables Sale Agreement, the Purchase Price payable by the Issuer for the purchase of the Portfolio shall be equal to the sum of (a) £[] and (b) Deferred Consideration (if any) payable in accordance with Clause 4.3 (Payment of Deferred Consideration) of the Receivables Sale Agreement.

Yours faithfully,

................................................... For and on behalf of Santander Consumer (UK) plc

0090662-0000063 ICM:16297158.12

48

SCHEDULE 2 RECEIVABLES See accompanying CD Rom

0090662-0000063 ICM:16297158.12

49

SCHEDULE 3 FORM OF NOTICE OF REPURCHASE To:

Motor 2013-1 PLC (the Issuer)

From: Santander Consumer (UK) plc (the Seller) Date:

Dear Sirs, 1.

We refer to a receivables sale agreement dated 19 June 2013 between, among others, the Issuer and the Seller (the Receivables Sale Agreement). Terms defined in the Receivables Sale Agreement have the same meaning herein.

2.

We hereby direct (subject to Clause 10.1 (Repurchase) of the Receivables Sale Agreement) that you resell, retransfer and reassign to us on [ ] (the Repurchase Date) the Purchased Receivables listed on the CD Rom delivered herewith and the Related Collateral relating thereto and notify you that:

3.

(a)

the aggregate Face Amounts of the Receivables listed on the CD Rom delivered herewith was £[ ] and

(b)

the aggregate repurchase price is £[

].

We confirm that the Receivables comprise the following Debt Types:

Debt Type

Aggregate Face Amount

Multiplier

Repurchase Price

With Asset Account

£

%

£

Without Asset Account

£

%

£

Asset Loan

£

%

£

Total Face Amount £

Total Repurchase Price £

Yours faithfully, For and on behalf of

Santander Consumer (UK) plc

0090662-0000063 ICM:16297158.12

50

Schedule 1 Purchased Receivables See accompanying CD Rom

0090662-0000063 ICM:16297158.12

51

SCHEDULE 4 FORM OF SCOTTISH TRANSFER ASSIGNATION AND TRUST DEED by (1)

SANTANDER CONSUMER (UK) PLC (registered number 02248870) whose registered office is at 3 Princess Way, Redhill, RH1 1SR (the Seller),

in favour of (2)

MOTOR 2013-1 PLC (registered number 08439129) whose registered office is at Winchester House-Mailstop 428, 1 Great Winchester Street, London EC2N 2DB, United Kingdom (the Issuer).

WHEREAS (A)

Pursuant to the Receivables Sale Agreement dated 19 June 2013 and a Notice of Sale dated [] 2013 (the Notice of Sale), the Seller has sold, transferred and assigned to the Issuer the Portfolio.

(B)

Legal title to the Scottish Assets after mentioned is held by and vested in the Seller.

(C)

Pursuant to Clause 2.4 (Scottish Transfer) of the Receivables Sale Agreement, the Seller proposes to assign and declare a trust over the Scottish Assets.

IT IS AGREED: 1.

Unless otherwise defined in this deed or the context requires otherwise, words and expressions used in this deed have the meanings and constructions ascribed to them in the Master Definitions and Construction Schedule dated on or about 19 June 2013 and signed for the purposes of identification by the Issuer and the Trustee.

2.

The Seller hereby:

3.

(a)

assigns, conveys and transfers to the Issuer, with absolute warrandice, its whole rights, title, interest and Benefit, present and future, in, to, under and relative to the Receivables identified in the CD Rom delivered herewith and together with all Related Collateral, to the extent governed by or otherwise subject to Scots law (together, the Scottish Assets); and

(b)

declares that it holds in trust (the Scottish Trust) in favour of the Issuer in terms and for the purposes of the Receivables Sale Agreement its whole rights, title, interest and Benefit, present and future, in, to, under and relative to the Scottish Assets pending perfection of the legal title of the Issuer thereto pursuant to Clause 2(a) above and the Receivables Sale Agreement or otherwise.

The Scottish Trust shall ipso facto fall and cease to be of effect in respect of any part or parts of the Scottish Assets subject to a Deed of Reassignment on due delivery thereof and payment relative thereto in accordance with the Receivables Sale Agreement but without prejudice to the continuance

0090662-0000063 ICM:16297158.12

52

in full force and effect of the Scottish Trust in respect of the whole remainder (if any) of the Scottish Assets and provided the Scottish Trust so continues. 4.

The Seller warrants and undertakes that it will deal with the Scottish Assets in accordance with the Receivables Sale Agreement and the specific instructions (if any) of the Issuer, including regarding the payment of amounts received in respect of or comprised in the Scottish Assets, charging the Issuer's rights to the Trustee and the taking of such action (including court or other proceedings) as may be necessary to secure or protect the title to the Scottish Assets.

5.

The obligations and liabilities stated in or incorporated into the Receivables Sale Agreement to be or become or being or becoming incumbent on the Seller to or for the benefit of the Issuer will be deemed mutatis mutandis to be provisions of the assignation and trust so far as the same pertain to the Scottish Assets.

6.

This deed shall be deemed delivered and notice hereof given to the Issuer on receipt by the Issuer of this deed or a copy hereof (whether by email, fax or otherwise), whether or not acknowledged hereon or thereon and whether or not the principal of this deed is also physically delivered.

7.

This deed will not be varied in any respect without the consent in writing of the Issuer.

8.

This deed will be governed by and construed in accordance with the laws of Scotland.

IN WITNESS WHEREOF this Assignation and Trust Deed is executed as follows: SUBSCRIBED for and on behalf of SANTANDER CONSUMER (UK) PLC At ........................................................... On .......................................................... By ................................................................ (Print Name)

................................................................. Authorised Signatory

................................................................ (Print Name)

................................................................. Authorised Signatory

We, Motor 2013-1 PLC, hereby acknowledge receipt of a copy of the foregoing Assignation and Trust Deed, the trust constituted thereby and the intimation thereof. SUBSCRIBED for and on behalf of MOTOR 2013-1 PLC At

................................................................

On

................................................................

0090662-0000063 ICM:16297158.12

53

By ................................................................ (Print Name)

................................................................. Authorised Signatory

................................................................ (Print Name)

................................................................. Authorised Signatory

0090662-0000063 ICM:16297158.12

54

SCHEDULE 5 FORM OF SELLER SOLVENCY CERTIFICATE Santander Consumer (UK) plc (incorporated in England and Wales, Registered No. 02248870) Registered Office: 3 Princess Way, Redhill, RH1 1SR Date [ The Directors Motor 2013-1 PLC Winchester House Mailstop 248 1 Great Winchester Street London, EC2N 2DB (as Issuer) and Deutsche Trustee Company Limited Winchester House 1 Great Winchester Street London, EC2N 2DB (as Trustee) and Banco Santander, S.A. Paseo de Pereda 9-12 Santander Spain (as Banco Santander) and Santander Investment Securities Inc. 45 East 53rd Street New York New York 10022 (as Santander) and Merrill Lynch International Bank of America Merrill Lynch Financial Centre 2 King Edward Street London, EC1A 1HQ

0090662-0000063 ICM:16297158.12

55

]

(as MLI) and Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park 11th Floor New York New York 10036 (as MLPFS, and together with MLI, as Bank of America Merrill Lynch) and Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB (as DB London) and Deutsche Bank Securities Inc. 60 Wall Street New York New York 10005 (as DBSI) and Citigroup Global Markets Limited as Lead Manager Citigroup Centre Canada Square Canary Wharf London, E14 5LB (as Citigroup, and together with Banco Santander, Santander, SIS, Bank of America Merrill Lynch, DB London and DBSI, the Managers and each a Lead Manager)

0090662-0000063 ICM:16297158.12

56

Seller Solvency Certificate MOTOR 2013-1 PLC $450,000,000 Class A1 Asset Backed Floating Rate Notes Due February 2021 £400,000,000 Class A2 Asset Backed Floating Rate Notes Due February 2021 £104,859,000 Class B Asset Backed Fixed Rate Notes Due February 2021 £71,202,319 Class C Asset Backed Fixed Rate Notes Due February 2021 (the Notes) 1.

Words and expressions used in this Seller Solvency Certificate have the meanings and constructions ascribed to them in the Master Definitions and Construction Schedule dated on or about 19 June 2013 and signed for the purpose of identification by the Issuer and the Trustee.

2.

The Directors of the Seller are of the opinion that:

3.

(a)

the Seller is able to pay its debts within the meaning of Section 123(1) of the Insolvency Act and will not become unable to do so in consequence of the exercise by it of the Clean-up Call Option and repurchase of the relevant Purchased Receivables in accordance with Clause 11.1 (Exercise of Clean-Up Call Option) of the Receivables Sale Agreement (the Repurchase);

(b)

the Seller is entering into the Repurchase in good faith and for the purpose of carrying on its business;

(c)

the arrangements contemplated by the Repurchase benefit the Seller;

(d)

the value of the assets of the Seller are now, and will remain immediately after the Repurchase, greater than its liabilities, taking into account its prospective and contingent liabilities for the purposes of Section 123(2) of the Insolvency Act (and for all other purposes) and there is no reason for believing that this state of affairs will not continue;

(e)

in entering into the Repurchase, the Seller has not been influenced by a desire to prefer the Issuer as a creditor over any other creditors of the Seller within the meaning of Section 239 of the Insolvency Act;

(f)

the entry into the Repurchase would not be a gratuitous alienation under Section 242 of the Insolvency Act or Scottish common law, since the Seller would be entering into the Repurchase for adequate consideration; and

(g)

the Repurchase constitutes reciprocal obligations of the Seller with the other parties thereto for the purposes of Section 243 of the Insolvency Act (and equivalent provisions of the common of law of Scotland) and the entry into of the Repurchase by the Seller and the performance of its obligations thereunder is not collusive with the purpose of prejudicing the general body of creditors of the Seller.

Oral disclosure at the Central Registry of Winding-up Petitions on the date of this Seller Solvency Certificate failed to disclose the occurrence of any Insolvency Event in respect of the Seller or any other material information.

0090662-0000063 ICM:16297158.12

57

Form of Seller Solvency Memorandum (to be attached to the Seller Solvency Certificate) Schedule to Seller Solvency Certificate Form Of Seller Solvency Memorandum 1.

Words and expressions used in this Seller Solvency Certificate have the meanings and constructions ascribed to them in the Master Definitions and Construction Schedule dated on or about 19 June 2013 and signed for the purpose of identification by the Issuer and the Trustee.

2.

In order for the Board of Directors of Santander Consumer (UK) plc (the Seller) to give the English law certificate relating to solvency (the Solvency Certificate) and other matters which will be required on the exercise of the Clean-Up Call Option and repurchase of Purchased Receivables on [] (the Repurchase Date) in accordance with Clause 11.1 (Exercise of Clean-Up Call Option) of the Receivables Sale Agreement (the Repurchase), there are four tests which the Seller must certify that it has met.

3.

The written demand – Section 123(1)(a) Insolvency Act 1986 (IA86) To satisfy this test the Seller must be certain that no creditor to whom more than £750 is due, has served on the Seller (to its registered office) a written demand in the prescribed form requiring the Seller to pay the sum so due and the Seller has neglected to pay such sum for three weeks or has neglected to secure or compound such sum to the reasonable satisfaction of the creditor.

4.

The issue of process – Section 123(1)(b) IA86 To satisfy this test the Seller must be certain that no execution or other process (e.g. writs to seize or distrain property of the Seller) issued on a judgment, decree or order of any court in favour of a creditor of the Seller has been unsatisfied in whole or in part.

5.

The cashflow test – Section 123(1)(e) IA86

5.1

To satisfy this test the Seller must be reasonably satisfied that it can be proved to the satisfaction of the Court that the Seller is able as at the Repurchase Date to pay its debts as they fall due and will continue to be able to do so after completion of the transactions effected by the Repurchase and throughout the period of at least two years immediately following the Repurchase Date (the Relevant Period) having regard to its intentions with respect to the management of the Seller's business during that two year period and the amount and character of financial resources that will, in the Seller’s view, be available to the Seller during the Relevant Period.

5.2

There are a number of points to be made in relation this test: (a)

existing obligations which will, or may with a reasonable degree of certainty, at a future date or on the happening of a future event make the Seller subject to a quantifiable liability should be regarded as a debt for this purpose (for example, an obligation to repay a sum of money during the Relevant Period should be regarded as a debt and the Seller should be in a position to show how it will repay it at the time it falls due during the Relevant Period);

0090662-0000063 ICM:16297158.12

58

(b)

the cashflow test is concerned with a realistic assessment of cashflows, and does not, in every case, require the Seller to show that it has an irrevocably committed facility to cover every potential liability falling due;

(c)

default in payment is sufficient evidence of inability to pay even though there may be evidence of a substantial surplus of assets over liabilities. Thus, if the Seller defaults in payment of an undisputed debt after demand has been made, that is sufficient evidence that the Seller is unable to pay its debts as they fall due, and if the Seller persists in its failure to pay, the Seller will be taken to be unable to pay its debts even if in fact it appears to be solvent;

(d)

for the purposes of the cashflow test, if there is a genuine dispute as to the debt, such a debt should be ignored to the extent disputed if the Seller has genuine and reasonable grounds for the dispute; and

(e)

for the purposes of the cashflow test it is irrelevant that the Seller's assets exceed its liabilities if the Seller cannot pay its way in the conduct of its business.

6.

The balance sheet test – Section 123(2) IA86

6.1

To satisfy this test the Seller must be reasonably satisfied that the value of its assets is not less than the amount of its liabilities, taking into account its contingent and prospective liabilities and that this will continue to be the case immediately after completion of the Repurchase as at the Repurchase Date and throughout the Relevant Period having regard to its intentions with respect to the Seller's business during the Relevant Period and the amount and character of financial resources that will, in the Seller's view, be available to the Seller during the Relevant Period.

6.2

There are a number of points to be made in relation to this test: (a)

Meaning of "liabilities" This is a much broader term than "debts". It includes all forms of liability, whether liquidated or unliquidated and whether arising in contract or in tort or by way of restitution or for damages for breach of statutory duty. Difficulties will be encountered in estimating some categories of liabilities such as unquantified existing liabilities. Such liabilities may be incapable of estimation in any real sense, but the giving of a Solvency Certificate requires an attempt to be made. Liabilities also include contingent and prospective liabilities. (i)

"contingent liabilities" There are liabilities which arise out of existing legal commitments or obligations but which are dependent on the happening of an event which may or may not occur. The valuation of contingent liabilities may be difficult but an estimate must nevertheless be made in each case. To the extent that a contingent liability is unlikely to arise at all then that would be a factor which could be taken into account in reducing the value to be given to the contingent liability. Every effort, however, must be made to place a value on each contingent liability unless, in a given case, there is absolutely no prospect of the contingency actually occurring.

(ii)

"prospective liabilities"

0090662-0000063 ICM:16297158.12

59

These are liabilities which are not presently due and payable but will inevitably fall in and become payable at a future date. It may be appropriate, depending on the time which will elapse before the liability falls in, to discount the liability on a present value basis in order to include it in the calculation. (b)

Meaning of "assets" This term will include current and prospective assets (for example, future benefits under existing contracts) where there is a real contractual right, rather than a mere hope, to the asset being acquired.

(c)

Meaning of "value" The determination of the "value" of the assets of the Seller must be made at the Repurchase Date and not at a later date. The valuation of the Seller's assets for accounting purposes, even if there are perfectly legitimate and reasonable methods of valuing the assets differently, may be good evidence but not conclusive evidence of their value for the purposes of a court valuing such assets. Whether assets should be valued on a break-up basis or a going concern basis depends on the circumstances. In principle, this should turn on whether, as seen at the Repurchase Date, the Seller's business will be continued as a going concern. If so, the Seller's assets should be valued on a going concern basis.

(d)

Meaning of "taking into account" The correct approach is that the value of the Seller's assets should be determined and the amount of its present liabilities calculated. The difference is determined and then the value of contingent and prospective liabilities is "taken into account" in the sense of being borne in mind or weighed against the difference.

7.

Identifying a Gratuitous Alienation

7.1

For the purposes of Section 242 of IA86, the Seller grants an alienation when: (a)

any part of the Seller's property is transferred; or

(b)

any claim or right of the Seller is discharged or renounced.

If the alienation occurs on a relevant day it can be challenged:

7.2

(i)

if the winding up of the Seller has commenced, by any creditor who is a creditor by virtue of a debt incurred on or before the date of such commencements, or by the liquidator; or

(ii)

in the case of an administration, by the administrator.

Meaning of "relevant day" (a)

relevant day means, if the alienation has the effect of favouring:

0090662-0000063 ICM:16297158.12

60

7.3

(b)

an associate (within the meaning of the Bankruptcy (Scotland) Act 1985) of the Seller, a day not earlier than five years prior to the date of commencement of the winding up or the date the Seller enters into administration; or

(c)

any other person, a day not earlier than two years before such date.

Defences to challenges of alienations The court will not grant an order in respect of an alienation if the person seeking to uphold the alienation establishes that immediately, or at any other time, after the alienation:

7.4

(a)

the Seller's assets were greater than its liabilities; or

(b)

that the alienation was made for adequate consideration.

Common law of Scotland It should be noted that similar provisions apply under the common law of Scotland, although there is no time limit for a challenge.

8.

Identifying an Unfair Preference

8.1

For the purposes of Section 243 of the IA86, an unfair preference arises when: (a)

the Seller enters into a transaction which has the effect of creating a preference in favour of a creditor to the prejudice of the general body of creditors; and

(b)

the preference is created not earlier than six months before the commencement of the winding up of the Seller or the date the Seller enters into administration.

An unfair preference is challengeable:

8.2

(c)

in the case of a winding up of the Seller, by any creditor who is a creditor by virtue of a debt incurred on or before the date of the commencement of the winding up or by the liquidator; or

(d)

in the case of an administration, the administrator.

Defences to challenges of unfair preferences The following cannot be challenged as unfair preferences: (a)

a transaction in the ordinary course of trade or business;

(b)

a payment in cash of a debt which when it was paid had become payable unless the transaction was collusive with the purpose of prejudicing the general body of creditors; or

(c)

a transaction whereby the parties to it undertake reciprocal obligations, unless the transaction was collusive with the purpose of prejudicing the general body of creditors.

0090662-0000063 ICM:16297158.12

61

8.3

Common law of Scotland It should be noted that similar provisions apply under the common law of Scotland, although there is no time limit for a challenge

ALLEN & OVERY LLP

0090662-0000063 ICM:16297158.12

62

SCHEDULE 6 FORM OF SELLER SECURITY POWER OF ATTORNEY THIS POWER OF ATTORNEY is made as a deed on [] 2013 BY: (1)

SANTANDER CONSUMER (UK) PLC (registered number 02248870) whose registered office is at 3 Princess Way, Redhill, RH1 1SR, United Kingdom (the Seller)

IN FAVOUR OF: (2)

MOTOR 2013-1 PLC (registered number 08439129) whose registered office is at Winchester House, Mailstop 428, 1 Great Winchester Street, London EC2N 2DB, United Kingdom (the Issuer); and

(3)

DEUTSCHE TRUSTEE COMPANY LIMITED, a company incorporated under the laws of England and Wales, with company number 00338230, whose registered office is at Winchester House, 1 Great Winchester Street, London EC2N 2DB (the Trustee, which expression shall, wherever the context so admits, include such company and all other persons or companies for the time being the trustee or trustees pursuant to the terms of the Trust Deed) as trustee for the Noteholders.

THIS DEED WITNESSES that, in accordance with Clause 16 (Power of Attorney) of a receivables sale agreement dated on or about 19 June 2013 between the Seller, the Issuer and the Trustee (the Receivables Sale Agreement), for good and valuable consideration and as security for the respective interests of the Issuer and the Trustee under the Transaction Documents and the performance of the Seller's obligations under the Transaction Documents, the Seller irrevocably appoints each of the Issuer, the Trustee and any receiver and/or administrator appointed from time to time in respect of the Issuer or the Issuer's assets (each an Attorney) jointly, severally and independently to be its true and lawful attorneys (with power to sub delegate) and to be the Seller's agent and, following the occurrence of a Notification Event, in the Seller's name to do any act, matter or thing from time to time which any Attorney, in its absolute discretion, considers appropriate for the protection or preservation of that Attorney's interest in the Purchased Receivables and their Related Collateral and other assets or which ought to be done by the Seller under the covenants, undertakings and provisions contained in the Receivables Sale Agreement and any Scottish declaration of trust executed pursuant thereto including (without limitation) any or all of the following: (a)

to exercise the Seller's rights, powers and discretions in respect of the Underlying Agreements, the Purchased Receivables and the Related Collateral, including the right (where applicable) to fix the Asset Rate in respect of each Underlying Agreement;

(b)

to demand, sue for and receive all monies due or payable under or in respect of the Underlying Agreements, the Receivables and the Related Collateral;

(c)

upon payment of such monies or any part thereof to give good receipt and discharge for the same and to execute such receipts, releases, surrenders, instruments and agreements as may be requisite or advisable; and

0090662-0000063 ICM:16297158.12

63

(d)

to execute and deliver Notification Event Notices in respect of the Purchased Receivables and Related Collateral included in the Portfolio and otherwise to perfect title to the Portfolio.

Each Attorney shall have the power by writing under its hand (or, if the Attorney is not an individual, under the hand of an officer of the Attorney) from time to time to appoint a substitute who shall have power to act on behalf of the Seller as if that substitute shall have been originally appointed as an attorney by this Deed (including, without limitation, the power of further substitution) and/or to revoke any such appointment at any time without assigning any reason therefor. The Seller hereby agrees at all times hereafter to ratify and confirm whatsoever any act matter or deed any Attorney or substitute shall lawfully do or cause to be done under or concerning this Deed. The Seller hereby declares that these presents having been given for security purposes and to secure a continuing obligation, the appointments made by it under this Deed shall be irrevocable until there are no Purchased Receivables outstanding or the Purchased Receivables and any Related Collateral have been repurchased (in full) by the Seller. This Deed is supplemental to the Receivables Sale Agreement. Words and expressions used in this Deed have the meanings and constructions ascribed to them in the Master Definitions and Construction Schedule dated on or about the date of the Receivables Sale Agreement and signed for the purpose of identification by the Issuer and the Trustee. This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law except for any terms particular to Scots law or Northern Irish law, as applicable, which shall construed in accordance with, Scots law or Northern Irish law, as applicable. The courts of England shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Deed (including any disputes relating to any non-contractual obligations in connection with this Deed). Each party hereto will be deemed to have waived any objection to the choice of or submission to the courts of England on the grounds of inconvenient forum or otherwise. Any judgment, declaration or order (whether interim or final) of a court of England is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction. IN WITNESS WHEREOF, SANTANDER CONSUMER (UK) PLC has caused this Power of Attorney to be executed and delivered as a deed on the day and year first before written. Executed as a deed by SANTANDER CONSUMER (UK) PLC Acting by:

) ) )

(in its capacity as the Seller) Director:

In the presence of:

0090662-0000063 ICM:16297158.12

64

Witness Signature: Witness Name: Witness Address:

0090662-0000063 ICM:16297158.12

65

SCHEDULE 7 FORM OF DEED OF REASSIGNMENT IN RESPECT OF THE OPTIONAL REPURCHASE OF DEFAULTED RECEIVABLES THIS DEED OF REASSIGNMENT AND RELEASE is made as a deed on [

]

BETWEEN: (1)

SANTANDER CONSUMER (UK) PLC (registered number 02248870) whose registered office is at 3 Princess Way, Redhill, RH1 1SR, United Kingdom as Seller;

(2)

MOTOR 2013-1 PLC (registered number 08439129) whose registered office is at Winchester House, Mailstop 428, 1 Great Winchester Street, London EC2N 2DB, United Kingdom as Issuer; and

(3)

DEUTSCHE TRUSTEE COMPANY LIMITED, a company incorporated under the laws of England and Wales, with company number 00338230, whose registered office is at Winchester House, 1 Great Winchester Street, London EC2N 2DB (the Trustee, which expression shall, wherever the context so admits, include such company and all other persons or companies for the time being the trustee or trustees pursuant to the terms of the Trust Deed) as trustee for the Noteholders.

WHEREAS: (A)

Pursuant to a receivables sale agreement between, among others, the Seller and the Issuer, and dated 19 June 2013 (the Receivables Sale Agreement), the Seller sold to the Issuer, inter alia, all right, title and interest of the Seller in the Purchased Receivables listed in the Schedule to this Deed and the Related Collateral (the Relevant Purchased Receivables)

(B)

Pursuant to the Deed of Charge the Issuer charged to the Trustee the Relevant Purchased Receivables.

(C)

The Issuer is obliged by Clause 10.1 (Repurchase) of the Receivables Sale Agreement to resell, reassign and retransfer the Relevant Purchased Receivables to the Seller and the Seller, the Issuer and the Trustee are obliged by Clause 10.4(a) (Reassignment) of the Receivables Sale Agreement to execute and deliver this Deed of Reassignment.

THIS DEED WITNESSES AND IT IS AGREED AND DECLARED as follows: 1.

Unless otherwise defined in this Deed or the context requires otherwise, words and expressions used in this Deed (including the recitals) shall have the meanings and constructions ascribed to them in the Master Definitions and Construction Schedule dated on or about the date of the Receivables Sale Agreement and signed for the purpose of identification by the Issuer and the Trustee.

2.

The Issuer, with full title guarantee or, in the case of Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Seller on and with effect from the date hereof the Relevant Purchased Receivables.

0090662-0000063 ICM:16297158.12

66

3.

The Trustee (without recourse or warranty) hereby releases the Relevant Purchased Receivables as listed in the schedule hereto from any right or interest that the Trustee may have under or pursuant to the Deed of Charge.

4.

The parties hereto have executed this Deed and intend to deliver and do deliver this Deed on the date stated at the beginning of this Deed.

5.

This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law except for any terms particular to Scots law or Northern Irish law, as applicable, which shall construed in accordance with, Scots law or Northern Irish law, as applicable.

6.

The courts of England shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Deed (including any disputes relating to any non-contractual obligations in connection with this Deed).

7.

Each party hereto will be deemed to have waived any objection to the choice of or submission to the courts of England on the grounds of inconvenient forum or otherwise. Any judgment, declaration or order (whether interim or final) of a court of England is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

IN WITNESS WHEREOF this DEED has been executed as a deed by the parties hereto and delivered on the date first stated herein EXECUTED as a DEED by SANTANDER CONSUMER (UK) PLC Acting by: (in its capacity as the Seller)

) ) )

Director: In the presence of: Witness Signature: Witness Name: Witness Address:

EXECUTED as a DEED by MOTOR 2013-1 PLC Acting by: (in its capacity as the Issuer)

) ) )

Director: In the presence of: Witness Signature:

0090662-0000063 ICM:16297158.12

67

Witness Name: Witness Address:

The Common Seal of DEUTSCHE TRUSTEE COMPANY LIMITED was affixed to this Deed in the presence of:

) ) )

Associate Director: Associate Director:

0090662-0000063 ICM:16297158.12

68

Schedule to the Deed of Reassignment Details of the relevant Purchased Receivable(s)

0090662-0000063 ICM:16297158.12

69

SCHEDULE 8 FORM OF DEED OF REASSIGNMENT IN RESPECT OF THE CLEAN-UP CALL OPTION THIS DEED OF REASSIGNMENT AND RELEASE is made as a deed on [

]

BETWEEN: (1)

SANTANDER CONSUMER (UK) PLC (registered number 02248870) whose registered office is at 3 Princess Way, Redhill, RH1 1SR, United Kingdom as Seller;

(2)

MOTOR 2013-1 PLC (registered number 08439129) whose registered office is at Winchester House, Mailstop 428, 1 Great Winchester Street, London EC2N 2DB, United Kingdom as Issuer; and

(3)

DEUTSCHE TRUSTEE COMPANY LIMITED, a company incorporated under the laws of England and Wales, with company number 00338230, whose registered office is at Winchester House, 1 Great Winchester Street, London EC2N 2DB (the Trustee, which expression shall, wherever the context so admits, include such company and all other persons or companies for the time being the trustee or trustees pursuant to the terms of the Trust Deed) as trustee for the Noteholders.

WHEREAS: (A)

Pursuant to the Receivables Sale Agreement the Seller sold to the Issuer, inter alia, all right, title and interest of the Seller in the Purchased Receivables listed in the Schedule to this Deed and the Related Collateral (the Relevant Purchased Receivables).

(B)

Pursuant to the Deed of Charge the Issuer charged to the Trustee the Relevant Purchased Receivables.

(C)

The Issuer may be directed by Clause 11.1 (Exercise of Clean-Up Call Option) of the Receivables Sale Agreement to resell, reassign and retransfer the Relevant Purchased Receivables to the Seller and the Seller, the Issuer and the Trustee are obliged by Clause 11.3(a) (Reassignment under CleanUp Call Option) of the Receivables Sale Agreement to execute and deliver this Deed of Reassignment.

NOW THIS DEED WITNESSES AND IT IS AGREED AND DECLARED as follows: 1.

Unless otherwise defined in this Deed or the context requires otherwise, words and expressions used in this Deed (including the Introduction to this Deed) shall have the meanings and constructions ascribed to them in the Master Definitions and Construction Schedule dated on or about 19 June 2013 and signed for the purpose of identification by the Issuer and the Trustee.

2.

The Issuer, with full title guarantee or, in the case of Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Seller on and with effect from the date hereof the Relevant Purchased Receivables, in consideration for payment by the Seller of the Repurchase Price of [].

0090662-0000063 ICM:16297158.12

70

3.

The Trustee (without recourse or warranty) hereby releases the Relevant Purchased Receivables as listed in the schedule hereto from any right or interest that the Trustee may have under or pursuant to the Deed of Charge.

4.

This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law except for any terms particular to Scots law or Northern Irish law, as applicable, which shall construed in accordance with, Scots law or Northern Irish law, as applicable.

5.

The courts of England shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Deed (including any disputes relating to any non-contractual obligations in connection with this Deed).

6.

Each party hereto will be deemed to have waived any objection to the choice of or submission to the courts of England on the grounds of inconvenient forum or otherwise. Any judgment, declaration or order (whether interim or final) of a court of England is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

0090662-0000063 ICM:16297158.12

71

EXECUTED as a DEED by SANTANDER CONSUMER (UK) PLC Acting by: (in its capacity as the Seller)

) ) )

Director: In the presence of: Witness Signature: Witness Name: Witness Address:

EXECUTED as a DEED by MOTOR 2013-1 PLC Acting by: (in its capacity as the Issuer)

) ) )

Director: In the presence of: Witness Signature: Witness Name: Witness Address:

The Common Seal of DEUTSCHE TRUSTEE COMPANY LIMITED was affixed to this Deed in the presence of:

) ) )

Associate Director: Associate Director:

0090662-0000063 ICM:16297158.12

72

Schedule to the Deed of Reassignment Details of the relevant Purchased Receivable(s)

0090662-0000063 ICM:16297158.12

73

SCHEDULE 9 FORM OF DEED OF REASSIGNMENT IN RESPECT OF A REPURCHASE UPON SELLER ASSET WARRANTY BREACH THIS DEED OF REASSIGNMENT AND RELEASE is made on [

]

BETWEEN: (1)

SANTANDER CONSUMER (UK) PLC (registered number 02248870) whose registered office is at 3 Princess Way, Redhill, RH1 1SR, United Kingdom as Seller;

(2)

MOTOR 2013-1 PLC (registered number 08439129) whose registered office is at Winchester House, Mailstop 428, 1 Great Winchester Street, London EC2N 2DB, United Kingdom as Issuer; and

(3)

DEUTSCHE TRUSTEE COMPANY LIMITED, a company incorporated under the laws of England and Wales, with company number 00338230, whose registered office is at Winchester House, 1 Great Winchester Street, London EC2N 2DB (the Trustee, which expression shall, wherever the context so admits, include such company and all other persons or companies for the time being the trustee or trustees pursuant to the terms of the Trust Deed) as trustee for the Noteholders.

WHEREAS: (A)

Pursuant to the Receivables Sale Agreement the Seller sold to the Issuer, inter alia, all right, title and interest of the Seller in the Purchased Receivables listed in the Schedule to this Deed and the Related Collateral (the Relevant Purchased Receivables).

(B)

Pursuant to the Deed of Charge the Issuer charged to the Trustee the Relevant Purchased Receivables.

(C)

In the event of a Seller Asset Warranty Breach (other than a breach of items (b) and (c) of the Concentration Limits), the Issuer is obliged by Clause 12.1 (Seller Asset Warranty Breach) of the Receivables Sale Agreement to resell, reassign and retransfer the Relevant Purchased Receivables to the Seller and the Seller, the Issuer and the Trustee are obliged by Clause 12.5 (Completion of reassignment) of the Receivables Sale Agreement to execute and deliver this Deed of Reassignment.

NOW THIS DEED WITNESSES AND IT IS DECLARED AND AGREED as follows: 1.

Unless otherwise defined in this Deed or the context requires otherwise, words and expressions used in this Deed (including the Introduction to this Deed) shall have the meanings and constructions ascribed to them in the Master Definitions and Construction Schedule dated on or about 19 June 2013 and signed for the purpose of identification by the Issuer and the Trustee.

2.

The Issuer, with full title guarantee or, in the case of Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Seller on and with effect from the date hereof the Relevant Purchased Receivables.

0090662-0000063 ICM:16297158.12

74

3.

The Trustee (without recourse or warranty) hereby releases the Relevant Purchased Receivables as listed in the schedule hereto from any right or interest that the Trustee may have under or pursuant to the Deed of Charge.

4.

The parties hereto have executed this Deed and intend to deliver and do deliver this Deed on the date stated at the beginning of this Deed.

5.

This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law except for any terms particular to Scots law or Northern Irish law, as applicable, which shall construed in accordance with, Scots law or Northern Irish law, as applicable.

6.

The courts of England shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Deed (including any disputes relating to any non-contractual obligations in connection with this Deed).

7.

Each party hereto will be deemed to have waived any objection to the choice of or submission to the courts of England on the grounds of inconvenient forum or otherwise. Any judgment, declaration or order (whether interim or final) of a court of England is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

EXECUTED as a DEED by SANTANDER CONSUMER (UK) PLC Acting by: (in its capacity as the Seller)

) ) )

Director: In the presence of: Witness Signature: Witness Name: Witness Address: EXECUTED as a DEED by MOTOR 2013-1 PLC Acting by: (in its capacity as the Issuer)

) ) )

Director: In the presence of: Witness Signature: Witness Name: Witness Address:

0090662-0000063 ICM:16297158.12

75

The Common Seal of DEUTSCHE TRUSTEE COMPANY LIMITED was affixed to this Deed in the presence of:

) ) )

Associate Director: Associate Director:

0090662-0000063 ICM:16297158.12

76

Schedule to the Deed of Reassignment Details of the relevant Purchased Receivable(s)

0090662-0000063 ICM:16297158.12

77

SCHEDULE 10 FORM OF NOTIFICATION EVENT NOTICE To:

Customer(s) and guarantor(s)

Copy to:

Deutsche Trustee Company Limited Motor 2013-1 PLC Date [

]

Dear Sir/Madam, Notice of sale We refer to the agreement(s) detailed below (the Agreement(s)). We notify you in your [respective capacities]/[capacity] as borrower [and guarantor] that with effect from [date [ ]] that Santander Consumer (UK) plc has sold and Motor 2013-1 PLC] has purchased all right, title and interest of Santander Consumer (UK) plc in, to and under (present and future, actual and contingent) the relevant Agreement(s). You must on and from [date] pay all amounts due under the relevant Agreement(s) made via bank transfer or Giro Credit to Sort Code []-[]-[] and Account Number []. You will not be discharged from your payment obligations if payments due under the relevant Agreement(s) on and from [date] are made to a different account. If your payments are made via Direct Debit you do not need to do anything, the Direct Debit instruction will be transferred automatically and payments will continue to be claimed according to the schedule to the relevant Agreement(s). The reference shown on you bank statement for payments will change to "Motor 2013-1 PLC". Yours faithfully,

For and on behalf of Santander Consumer (UK) plc

0090662-0000063 ICM:16297158.12

78

Schedule to Notification Event Notice Particulars of the relevant Agreement(s)

0090662-0000063 ICM:16297158.12

79

SCHEDULE 11 FORM OF DEED OF REASSIGNMENT IN RESPECT OF THE HANDBACK RECEIVABLE PUT OPTION THIS DEED OF REASSIGNMENT AND RELEASE is made as a deed on [

]

BETWEEN: (1)

MOTOR 2013-1 PLC (registered number 08439129) whose registered office is at Winchester House, Mailstop 428, 1 Great Winchester Street, London EC2N 2DB, United Kingdom as Issuer

(2)

SANTANDER CONSUMER (UK) PLC (registered number 02248870) whose registered office is at 3 Princess Way, Redhill, RH1 1SR, United Kingdom as Seller; and

(3)

DEUTSCHE TRUSTEE COMPANY LIMITED, a company incorporated under the laws of England and Wales, with company number 00338230, whose registered office is at Winchester House, 1 Great Winchester Street, London EC2N 2DB (the Trustee, which expression shall, wherever the context so admits, include such company and all other persons or companies for the time being the trustee or trustees pursuant to the terms of the Trust Deed) as trustee for the Noteholders.

WHEREAS: (A)

Pursuant to the Receivables Sale Agreement the Seller sold to the Issuer, inter alia, all right, title and interest of the Seller in the Portfolio including arising pursuant to the Purchased Receivables, the PCP Agreements listed in the Schedule to this Deed and the Related Collateral (the Relevant Purchased Receivables).

(B)

Pursuant to the Deed of Charge the Issuer charged and assigned to the Trustee the Relevant Purchased Receivables.

(C)

The Issuer may direct the Seller pursuant to Clause 13 (Handback Receivable Put Option) of the Receivables Sale Agreement to repurchase the Relevant Purchased Receivables.

(D)

The Issuer shall resell, reassign and retransfer the Relevant Purchased Receivables to the Seller and the Seller, Issuer and Trustee are obliged by Clause 13 (Handback Receivable Put Option) of the Receivables Sale Agreement to execute and deliver this Deed of Reassignment.

NOW THIS DEED WITNESSES AND IT IS AGREED AND DECLARED as follows: 1.

Unless otherwise defined in this Deed or the context requires otherwise, words and expressions used in this Deed (including the Introduction to this Deed) shall have the meanings and constructions ascribed to them in the Master Definitions and Construction Schedule dated on or about 19 June 2013 and signed for the purpose of identification by the Issuer and the Trustee.

2.

The Issuer, with full title guarantee or, in the case of Scottish Receivables, with absolute warrandice, hereby assigns and agrees to assign to the Seller on and with effect from the date hereof the Relevant Purchased Receivables, in consideration for payment by the Seller of the Repurchase Price of [].

0090662-0000063 ICM:16297158.12

80

3.

The Trustee (without recourse or warranty) hereby releases the Relevant Purchased Receivables as listed in the schedule hereto from any right or interest that the Trustee may have under or pursuant to the Deed of Charge.

4.

This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law except for any terms particular to Scots law or Northern Irish law, as applicable, which shall construed in accordance with, Scots law or Northern Irish law, as applicable.

5.

The courts of England shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Deed (including any disputes relating to any non-contractual obligations in connection with this Deed).

6.

Each party hereto will be deemed to have waived any objection to the choice of or submission to the courts of England on the grounds of inconvenient forum or otherwise. Any judgment, declaration or order (whether interim or final) of a court of England is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

0090662-0000063 ICM:16297158.12

81

EXECUTED as a DEED by SANTANDER CONSUMER (UK) PLC Acting by: (in its capacity as the Seller)

) ) )

Director: In the presence of: Witness Signature: Witness Name: Witness Address: EXECUTED as a DEED by MOTOR 2013-1 PLC Acting by: (in its capacity as the Issuer)

) ) )

Director: In the presence of: Witness Signature: Witness Name: Witness Address: The Common Seal of DEUTSCHE TRUSTEE COMPANY LIMITED was affixed to this Deed in the presence of:

) ) )

Associate Director: Associate Director:

0090662-0000063 ICM:16297158.12

82

Schedule to Notification Event Notice Particulars of the relevant PCP Agreement(s)

0090662-0000063 ICM:16297158.12

83

SCHEDULE 12 ELIGIBILITY CRITERIA On the Purchase Date the criteria set out below must be complied with for a Receivable to be eligible for purchase by the Issuer and are referred to as the Eligibility Criteria. 1.

Title and Ownership; No Other Pledge or Adverse Claims: The Receivable is a receivable (including any part thereof and the other Related Collateral (if any)) to which the Seller is fully entitled, free of any Encumbrance and any rights of any third party, of which the Seller may freely dispose and in respect of which the Issuer will, upon completion of the purchase of such Receivable, acquire the title or beneficial interest therein unencumbered by any counter-claim, lien, right of rescission, compensation, retention or defence, set-off right or other objection; in particular, such Receivable (and the Related Collateral (if any)) has not been assigned to and is not held on trust for any third party for refinancing and has been documented in a set of documents which designates the Financed Vehicle, the acquisition costs thereof, the related Customer, the payments, the applicable interest rate, the initial due dates and the term of the relevant Underlying Agreement.

2.

Valid Asset Transfer: The Receivable is a claim or other analogous right which can be transferred by way of assignment or assignation or held on trust without the consent of the related Customer and which shall be validly transferred, together with the Related Collateral (if any), to the Issuer in the manner contemplated by the relevant Transaction Document and the Receivables Sale Agreement and no further act, condition or thing will be required to be done to enable the Issuer to require payment of the Purchased Receivables to the Issuer, to determine the applicable Asset Rate or to enforce any such right in court (other than the delivery to each Customer of a Notification Event Notice). Following the assignment and transfer of the Receivable and Related Collateral (if any), such Receivable and the Related Collateral (if any) shall not be available to the creditors of the Seller on the occasion of any insolvency of the Seller

3.

Receivables Constitute Valid Claims on Customers; Validity and Enforceability of Underlying Agreements: The Receivable and each Underlying Agreement exists and constitutes legally valid, binding and enforceable obligations of the Customer and is not subject to any right of revocation, setoff, lien, retention, right of rescission, subordination, compensation, balance of accounts or counterclaim or warranty claims of the Customer or any other right of objection, irrespective of whether the Issuer knew or could have known of the existence of objections, defences or counter-rights.

4.

Compliance with Relevant Laws and Legal Requirements: The Receivable has been created in compliance with all applicable laws, rules and regulations (in particular with respect to consumer protection and data protection) and all required consents, approvals and authorisations have been obtained in respect thereof and neither the Seller nor the relevant Underlying Agreement are in violation of any such law, rule or regulation. The sale, transfer and assignment of the Receivable does not violate any law or agreements (in particular with respect to consumer protection and data protection) to which the Seller is bound.

5.

Origination and Servicing; No Borrower Default: The Receivable: (a)

was originated in the United Kingdom in the ordinary course of business of the Seller in accordance with its Credit and Collection Policy, is based on the applicable general terms and conditions of business of the Seller, and has been serviced in compliance with the Servicer's standard servicing procedures;

0090662-0000063 ICM:16297158.12

84

(b)

with respect to Receivables purchased by the Seller from Motor 2011 PLC (the issuer under a securitisation backed by receivables originated by the Seller which receivables have been repurchased from Motor 2011 PLC by the Seller and sold to the Issuer), was originated after 1 May 2008, and with respect to all other Receivables, was originated after 1 January 2010;

(c)

is denominated and payable in Sterling;

(d)

is not subject to an Underlying Agreement which has been terminated;

(e)

is not a Defaulted Receivable; and

(f)

has a fixed interest rate and is fully amortising through payment of constant monthly instalments (except for the first instalment and the final instalment payable under the relevant Underlying Agreement which may differ from the monthly instalments payable for subsequent or previous months).

6.

No Untrue Information: As of the Closing Date, there is no untrue information on the particulars of the Receivable and the Related Collateral contained in the Receivables Sale Agreement.

7.

Agreed-upon procedures review: The Portfolio of which the Receivable forms part has been subject to an agreed-upon procedures review of a random selection of Receivables conducted by an independent accounting firm and completed on or about 19 June 2013 with respect to the Underlying Agreements in existence as of the Cut-Off Date.

8.

No withholding tax: Under UK tax law as of the Purchase Date, no withholding tax will apply to any payments made to the Issuer in respect of the Purchased Receivables.

9.

Obligors: The Receivable is due from a Customer who:

10.

(a)

is either a private individual resident in the United Kingdom or a self-employed individual resident in the United Kingdom.

(b)

has not been declared insolvent or bankrupt, and against whom so far as the Seller is aware, no legal insolvency or bankruptcy or sequestration proceedings are pending in any jurisdiction.

(c)

is neither an employee nor an officer of the Seller.

Underlying Agreements: The Underlying Agreement pursuant to which the Receivable arises: (a)

is governed by English, Scots or Northern Irish law.

(b)

relates to the supply to the Customer of the relevant Financed Vehicle and (except in respect of any Receivable relating to a Fixed-Sum Loan Agreement) SC UK retains title to such Financed Vehicle and at the time of sale and assignment of the relevant Receivable and of the Related Collateral (if any) the Seller has no direct possession and a valid claim for the return of such Financed Vehicle (subject to the rights of the Customer).

(c)

which does not contain confidentiality provisions which restrict the Issuer's rights as owner of the related Receivable.

0090662-0000063 ICM:16297158.12

85

11.

Other features of the Receivables: (a)

The Receivable is segregated and identifiable at any time for purposes of ownership and Related Collateral (if any) in the electronic files of the Seller and such electronic files and the related software are able to provide the information to be included in the offer with respect to such Receivable and Related Collateral (if any) pursuant to the relevant Underlying Agreement.

(b)

At least one payment has been fully made in accordance with the Underlying Agreement to which the relevant Receivable relates.

(c)

The Receivable does not have an overpayment balance on the Reference Date.

(d)

The Receivable together with all other Purchased Receivables does not exceed any Concentration Limit on the Cut-Off Date.

(e)

As of the Reference Date, none of the Receivables is more than one Instalment in arrears.

(f)

No Receivable has a principal balance at origination of more than £125,000.

(g)

(i)

The last scheduled payment date under a Conditional Sale Agreement is not more than 60 months from the first payment date of such Conditional Sale Agreement; and

(ii)

The last scheduled payment date under a PCP Agreement is not more than 43 months from the first payment date of such PCP Agreement.

(h)

As of the Reference Date, no Receivable has a negative net present value.

0090662-0000063 ICM:16297158.12

86