DATED 24 JUNE 2015 HSBC BANK PLC AS PRINCIPAL PAYING AGENT, REGISTRAR, AGENT BANK AND ISSUER ACCOUNT BANK

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1 CLIFFORD CHANCE LLP EXECUTION VERSION DATED 24 JUNE 2015 HSBC BANK PLC AS PRINCIPAL PAYING AGENT, REGISTRAR, AGENT BANK AND ISSUER ACCOUNT BANK HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED AS NOTE TRUSTEE NEWDAY FUNDING PLC AS ISSUER NEWDAY FUNDING SECURITISATION HOLDINGS LTD AS HOLDINGS NEWDAY FUNDING TRANSFEROR LTD AS TRANSFEROR SFM CORPORATE SERVICES LIMITED AS HOLDINGS SHARE TRUSTEE STRUCTURED FINANCE MANAGEMENT LIMITED AS ISSUER CORPORATE SERVICES PROVIDER AND HOLDINGS CORPORATE SERVICES PROVIDER ISSUER MASTER FRAMEWORK AGREEMENT

2 CONTENTS Clause Page 1. Interpretation Common Terms Execution and Delivery... 2 Schedule 1 Master Definitions Schedule Definitions Principles of Interpretation and Construction Schedule 2 Common Terms Part 1 General Legal Terms Further Assurance Entire Agreement Application of Common Terms Note Trustee Party to Issuer Documents Change of Note Trustee Services Non-Exclusive Restriction on Enforcement of Security; Non-Petition and Limited Recourse Provisions Relating to the Note Trust Deed Obligations as Corporate Obligations Variation of Documents Exercise of Rights and Remedies Partial Invalidity No Partnership Continuation of Obligations Assignment and Subcontracting Rating Confirmation and Notification Third Party Transaction Rights Confidentiality Notices Counterparts Part 2 Payment Provisions Calculations and Payments VAT Withholding Taxes Economic and Monetary Union Costs... 42

3 26. Payments Part 3 Governing Law Provisions Governing Law Jurisdiction Part 4 Transferor Undertaking Transferor Undertaking Schedule 3 Notices Details Schedule 4 Issuer Covenants... 48

4 THIS AGREEMENT is made on 24 June 2015 BETWEEN: (1) HSBC BANK PLC, a public limited company incorporated under the laws of England and Wales with registration number , having its registered office at 8 Canada Square, London E14 5HQ, as principal paying agent (the "Principal Paying Agent"), agent bank (the "Agent Bank"), registrar (the "Registrar") and Issuer account bank (the "Issuer Account Bank"); (2) HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED, a private company limited by shares incorporated under the laws of England and Wales with registration number , having its registered office at 8 Canada Square, London E14 5HQ (the "Note Trustee"); (3) NEWDAY FUNDING PLC, a public limited company incorporated under the laws of England and Wales (company registration number ) and having its registered office at 35 Great St. Helen's, London EC3A 6AP (the "Issuer"); (4) NEWDAY FUNDING SECURITISATION HOLDINGS LTD, a company incorporated under the laws of England and Wales (company registration number ) and having its registered office at 35 Great St. Helen's, London EC3A 6AP ("Holdings"); (5) NEWDAY FUNDING TRANSFEROR LTD, a private limited company incorporated under the laws of England and Wales (company registration number ) and having its registered office at Two Pancras Square, London N1C 4AG (the "Transferor"); (6) SFM CORPORATE SERVICES LIMITED, a private limited company incorporated under the laws of England and Wales (company registration number ) and whose registered office is at 35 Great St. Helen's, London EC3A 6AP (the "Holdings Share Trustee"); and (7) STRUCTURED FINANCE MANAGEMENT LIMITED, a private limited company incorporated under the laws of England and Wales (company registration number ) and whose registered office is at 35 Great St. Helen's, London EC3A 6AP (the "Issuer Corporate Services Provider" and "Holdings Corporate Services Provider"). INTRODUCTION: (A) (B) (C) The Loan Note Issuer has agreed to issue and the Issuer has agreed to subscribe for the Series Loan Notes. In order to finance its subscription of the Series Loan Notes, the Issuer will issue the Notes and will use the proceeds of the issue of the Notes to pay the Loan Note Issuer. The Transaction Parties have agreed to enter into the Issuer Documents pursuant to which Schedule 1 (Master Definitions Schedule) to this Agreement, the Common Terms, representations and warranties, covenants and other provisions set out in this - 1-

5 Agreement shall apply and be incorporated into all or some of the Issuer Documents, as set out in each of such Issuer Documents. THE PARTIES AGREE as follows: 1. INTERPRETATION Unless otherwise defined in this Agreement or the context requires otherwise, words and expressions used in this Agreement shall have the meanings and constructions ascribed to them in Schedule 1 (Master Definitions Schedule) to this Agreement. 2. COMMON TERMS 2.1 Incorporation of Common Terms Except as provided below, the Common Terms apply to this Agreement and shall be binding on the parties to this Agreement. 2.2 Amendments to Common Terms The Common Terms are, for the purposes of this Agreement, amended such that paragraph 1 (Further Assurance) of the Common Terms applies to this Agreement with the Issuer being the Obligor and the Note Trustee being the Obligee. 3. EXECUTION AND DELIVERY This Agreement is executed and delivered as a deed on the date written at the start of this Agreement. - 2-

6 SCHEDULE 1 MASTER DEFINITIONS SCHEDULE 1. DEFINITIONS Except where the context otherwise requires, the following defined terms used in the Issuer Documents have the meanings set out below (as the same may be amended and supplemented from time to time): "24 hours" means a period of 24 hours including all or part of a day (disregarding for this purpose the day upon which such Meeting is to be held) upon which banks are open for business in both the place where the relevant Meeting is to be held and in each of the places where the Paying Agents have their Specified Offices and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of a day upon which banks are open for business as aforesaid; "48 hours" means 2 consecutive periods of 24 hours; "Accounting Reference Date" means, in each year, in respect of the Issuer, 31 December; "Accounting Reference Period" means the period from (but excluding) an Accounting Reference Date to (and including) the next Accounting Reference Date, save that the first Accounting Reference Period shall commence on (and include) the date of the Issuer's incorporation and end on (and include) 31 December 2015 and the last Accounting Reference Period shall end on (and include) the date of the Issuer's winding-up; "Accounts" means the Issuer Distribution Account and any other accounts opened in accordance with the Issuer Account Bank Agreement; "Additional Funds" means an amount equal to the aggregate of any amounts calculated, in respect of any Series, from time to time and pursuant to the relevant Supplement as representing (and defined in such Supplement as) additional consideration payable by an Investor Beneficiary to the Receivables Trustee for the granting of the relevant Investor Interest; "Additional Interest" has the meaning given to it in Note Condition 6(a) (Accrual of Interest); "Affiliates" means, with regard to any Person, any other Person controlling, controlled by or under common control with such Person; "Agent Bank" means HSBC Bank plc in its capacity as agent bank together with any successor or additional agent bank appointed from time to time in connection with the Notes; "Agents" means, the Principal Paying Agent, each other Paying Agent, the Registrar and the Agent Bank or any of them; - 3-

7 "Ancillary Rights" means an Interest and all ancillary rights, accretions and supplements to such Interest, including any guarantees or indemnities in respect of such Interest; "Applicable Law" means any law or regulation including, but not limited to: (a) any relevant domestic or foreign statute or regulation; (b) any rule or practice of any Authority with which an Agent is bound to or accustomed to comply; and (c) any agreement entered into by an Agent and any Authority or between any two or more Authorities; "Appointee" means any delegate, agent, attorney, manager, nominee, custodian or cotrustee appointed by the Note Trustee pursuant to the provisions of the Note Trust Deed; "Associated Debt" means the Notes issued by the Issuer to fund its subscription for the Series Loan Notes, as more particularly specified in the Series Loan Note Supplement; "Auditors" means, in respect of the Issuer, KPMG LLP or such other reputable firm of accountants qualified to practise in England and Wales as may be appointed by the Issuer from time to time; "Authorised Signatory" means any director of the Issuer or any other person or persons who are duly authorised to sign on behalf of the Issuer and in respect of whom a certificate has been provided signed by a director or another Authorised Signatory setting out the name and signature of such person and confirming such person's authority to act; "Authority" means any competent regulatory, prosecuting, tax or governmental authority in any relevant jurisdiction, domestic or foreign; "Back-Up Cash Management Agreement" means the back-up cash management agreement entered into on or about the date of this Agreement, as amended, restated, supplemented and/or novated from time to time, and made between, inter alios, the Back-Up Cash Manager, the Transferor, the Loan Note Issuer and the Security Trustee; "Back-Up Cash Manager" means Citibank, N.A., London Branch, in its capacity as such, acting through its office at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB and/or, as the context requires, any other person appointed as any successor back-up cash manager pursuant to the Back-Up Cash Management Agreement; "Basic Terms Modification" has the meaning given to it in schedule 4 (Provisions for Meetings of Noteholders) to the Note Trust Deed; "Beneficiaries Deed" means the deed entered into on or about the date of this Agreement between the Initial Investor Beneficiary and the Transferor Beneficiary (including any amendments and restatements thereof); "Block Voting Instruction" has the meaning given to it in schedule 4 (Provisions for Meetings of Noteholders) to the Note Trust Deed; - 4-

8 "Breach of Duty" means, in relation to any person (other than the Note Trustee, the Agents or the Issuer Account Bank), a wilful default, fraud, illegal dealing, negligence or material breach of any agreement or breach of trust by such person and, in relation to the Note Trustee, the Agents and the Issuer Account Bank (as applicable), means a wilful default, fraud or gross negligence by the Note Trustee, the Agents or the Issuer Account Bank (as applicable); "Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions in London, England or Jersey, Channel Islands are authorised or obliged by law or executive order to be closed; "Cash Manager" means NewDay Cards Ltd, a limited liability company incorporated under the laws of England and Wales under registered number , having its registered office at Two Pancras Square, London N1C 4AG; "CCA" means the Consumer Credit Act 1974, as amended by the Consumer Credit Act 2006 and as further amended from time to time; "Chairman" has the meaning given to it in schedule 4 (Provisions for Meetings of Noteholders) to the Note Trust Deed; "Class A Global Note Certificate" means the Global Note Certificate in respect of the Class A Notes; "Class A Loan Note" means the 147,300,000 class A loan note issued by the Loan Note Issuer in accordance with the terms of the Series Loan Note Supplement; "Class A Noteholder" means a Person in whose name a Class A Note is registered in the Register (or in the case of joint holders, the first named thereof) and "Class A Noteholders" means all of them; "Class A Notes" means the 147,300,000 class A asset backed notes in registered form issued by the Issuer and constituted by the Note Trust Deed; "Class B Global Note Certificate" means the Global Note Certificate in respect of the Class B Notes; "Class B Loan Note" means the 21,600,000 class B loan note issued by the Loan Note Issuer in accordance with the terms of the Series Loan Note Supplement; "Class B Noteholder" means a Person in whose name a Class B Note is registered in the Register (or in the case of joint holders, the first named thereof) and "Class B Noteholders" means all of them; "Class B Notes" means the 21,600,000 class B asset backed notes in registered form issued by the Issuer and constituted by the Note Trust Deed; "Class C Global Note Certificate" means the Global Note Certificate in respect of the Class C Notes; "Class C Loan Note" means the 31,800,000 class C loan note issued by the Loan Note Issuer in accordance with the terms of the Series Loan Note Supplement; - 5-

9 "Class C Noteholder" means a Person in whose name a Class C Note is registered in the Register (or in the case of joint holders, the first named thereof) and "Class C Noteholders" means all of them; "Class C Notes" means the 31,800,000 class C asset backed notes in registered form issued by the Issuer and constituted by the Note Trust Deed; "Class D Global Note Certificate" means the Global Note Certificate in respect of the Class D Notes; "Class D Loan Note" means the 44,100,000 class D loan note issued by the Loan Note Issuer in accordance with the terms of the Series Loan Note Supplement; "Class D Noteholder" means a Person in whose name a Class D Note is registered in the Register (or in the case of joint holders, the first named thereof) and "Class D Noteholders" means all of them; "Class D Notes" means the 44,100,000 class D asset backed notes in registered form issued by the Issuer and constituted by the Note Trust Deed; "Class E Global Note Certificate" means the Global Note Certificate in respect of the Class E Notes; "Class E Loan Note" means the 22,800,000 class E loan note issued by the Loan Note Issuer in accordance with the terms of the Series Loan Note Supplement; "Class E Noteholder" means a Person in whose name a Class E Note is registered in the Register (or in the case of joint holders, the first named thereof) and "Class E Noteholders" means all of them; "Class E Notes" means the 22,800,000 class E asset backed notes in registered form issued by the Issuer and constituted by the Note Trust Deed; "Class F Global Note Certificate" means the Global Note Certificate in respect of the Class F Notes; "Class F Loan Note" means the 15,300,000 class F loan note issued by the Loan Note Issuer in accordance with the terms of the Series Loan Note Supplement; "Class F Noteholder" means a Person in whose name a Class F Note is registered in the Register (or in the case of joint holders, the first named thereof) and "Class F Noteholders" means all of them; "Class F Notes" means the 15,300,000 class F asset backed notes in registered form issued by the Issuer and constituted by the Note Trust Deed; "Clearing Systems" means Euroclear and Clearstream, Luxembourg; "Clearstream, Luxembourg" means Clearstream Banking, société anonyme, Luxembourg; "Closing Date" means 24 June 2015; - 6-

10 "Code" means the United States Internal Revenue Code of 1986, as amended; "Collection Period" shall have the meaning specified in the Master Framework Agreement, except that the first Collection Period with respect to Series shall begin on and include the Closing Date and shall end on and include the last day of the calendar month following the calendar month in which the Closing Date falls; "Common Terms" means the provisions set out in Schedule 2 (Common Terms); "Covenant to Pay" means the covenants of the Issuer contained in clause 2.6 (Covenant to pay) of the Note Trust Deed; "Credit Guidelines" has the meaning given to it in the Master Framework Agreement; "DBRS" means DBRS Ratings Limited or any successor to its rating business; "DBRS Equivalent Chart" means: DBRS Moody s S&P Fitch AAA Aaa AAA AAA AA(high) Aa1 AA+ AA+ AA Aa2 AA AA AA(low) Aa3 AA- AA- A(high) A1 A+ A+ A A2 A A A(low) A3 A- A- BBB (high) Baa1 BBB+ BBB+ BBB Baa2 BBB BBB BBB (low) Baa3 BBB- BBB BB (high) Ba1 BB+ BB+ BB Ba2 BB BB BB (low) Ba3 BB- BB- B (high) B1 B+ B+ B B2 B B B (low) B3 B- B- CCC(high) Caa1 CCC+ CCC Caa2 CCC CCC(low) Caa3 CCC- CCC CC Ca CC C D C D D "DBRS Equivalent Rating" means: (i) if a Fitch public rating, a Moody's public rating and an S&P public rating are all available, (a) the remaining rating (upon conversion on the basis of the DBRS Equivalent Chart) once the highest and the lowest rating have been excluded or (b) in the case of two or more same ratings, any of such ratings (upon conversion on the basis of the DBRS Equivalent Chart); (ii) if the DBRS Equivalent Rating cannot be determined under paragraph (i) above, but public ratings by any two of Fitch, Moody's and S&P are available, the lower rating available (upon conversion on the basis of the DBRS Equivalent Chart); and (iii) if the DBRS Equivalent Rating cannot be determined under (i) or (ii) above, and therefore only a public rating by one of Fitch, Moody's and S&P is available, such rating will be the DBRS Equivalent Rating upon conversion on the basis of the DBRS Equivalent Chart). - 7-

11 "Deferred Interest" has the meaning given to it in Note Condition 6 (Interest); "Determination Date" means the fifth Business Day prior to each Distribution Date; "Director" means any director or alternate director of the Issuer from time to time; "Dispute" means a dispute arising out of or in connection with any Issuer Document (including a dispute regarding the existence, validity or termination of any Issuer Document or the consequences of its nullity); "Distribution Date" means 15 August 2015 or, if 15 August 2015 is not a Business Day, the next succeeding Business Day and the 15 th day of each calendar month thereafter or, if any such 15 th day is not a Business Day, the next succeeding Business Day; "Encumbrance" means any mortgage, charge, pledge, lien or other encumbrance securing any obligation of any person or any other type of preferential arrangement (including, without limitation, title transfer and retention arrangements) having similar effect; "Enforcement Notice" means a written notice to the Issuer from the Note Trustee declaring all of the Notes to be immediately due and payable; "Euroclear" means Euroclear Bank S.A./N.V.; "Event of Default" means any of the events specified in Note Condition 11 (Events of Default); "Exchange Event" has the meaning given to it in paragraph 7 (Exchange for Regulation S Individual Note Certificates) of each Regulation S Global Note Certificate; "Extraordinary Resolution" has the meaning given to it in schedule 4 (Provisions for Meetings of Noteholders) to the Note Trust Deed; "FATCA" means: (a) (b) (c) Sections 1471 to 1474 of the Code or any associated regulations; any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) and (b) above with the US Internal Revenue Service, the US Government or any governmental or taxation authority in any other jurisdiction; "Final Discharge Date" means the date on which the Note Trustee is satisfied that all of the Secured Obligations and/or all other moneys and other liabilities due or owing by the Issuer pursuant to the Issuer Documents have been paid or discharged in full; - 8-

12 "Final Redemption Date" means the Interest Payment Date falling in July 2023; "Fitch" means Fitch Ratings Limited, or any successor to its ratings business; "Floating Charge" means the floating charge created by clause 3.1 (Creation of Security) of the Note Trust Deed; "Form of Proxy" has the meaning given to it in schedule 4 (Provisions for Meetings of Noteholders) to the Note Trust Deed; "FSMA" means the Financial Services and Markets Act 2000, as amended; "Global Note Certificates" means the Regulation S Global Note Certificates; "Governmental Authority" means any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government; "Holder" means the registered owner of a Note and the words "holders" and related expressions shall (where appropriate) be construed accordingly; "Holdings" means NewDay Funding Securitisation Holdings Ltd, a private limited liability company incorporated in England and Wales (company registration number ) and having its registered office at 35 Great St. Helen's, London EC3A 6AP; "Holdings Corporate Services Agreement" means the corporate services agreement dated on or about the date hereof between, amongst others, Holdings and the Holdings Corporate Services Provider; "Holdings Corporate Services Provider" means Structured Finance Management Limited, a private limited company incorporated in England and Wales (company registration number ) and having its registered office at 35 Great St. Helen's, London EC3A 6AP; "Holdings Share Trustee" means SFM Corporate Services Limited, a private limited company incorporated in England and Wales (registered number ) and having its registered office at 35 Great St. Helen's, London EC3A 6AP; "Indemnity Deed" means, in respect of Series , the indemnity deed dated on or about the date of this Agreement, as amended, restated, novated or supplemented from time to time and made between the Loan Note Issuer and the Indemnity Provider; "Indemnity Provider" means LuxCo; "Individual Note Certificates" means the Regulation S Individual Note Certificates; "Initial Investor Beneficiary" means the Loan Note Issuer or any successor; "Insolvency Act" means the Insolvency Act 1986; - 9-

13 "Insolvency Event" means, in respect of a company, the occurrence of any one of the following events: (a) (b) (c) the company consents to the appointment of, or takes any corporate action to appoint, a receiver, administrator, administrative receiver, liquidator, trustee in bankruptcy or similar officer of it or over all or substantially all of its revenues and assets; proceedings are started against the company under any applicable liquidation, insolvency, composition or reorganisation or similar laws for its winding up, dissolution, administration or reorganisation (other than a solvent reorganisation) and the proceedings are not frivolous or vexatious or discharged within 60 days, or a receiver, administrator, administrative receiver, liquidator, trustee in bankruptcy or similar officer of it or relating to all or substantially all of its revenues and assets is legally and validly appointed and is not discharged within 30 days; or a duly authorised officer of the company admits in writing that it is unable to pay its debts when they fall due within the meaning of Section 123(1) of the Insolvency Act 1986 or the company makes a general assignment or trust for the benefit of or a composition with its creditors or voluntarily suspends payment of its obligations; "Interest" means any asset, agreement, bank account, property or right; "Interest Amount" has the meaning given to it in Note Condition 6 (Interest); "Interest Payment Date" has the meaning given to it in Note Condition 6 (Interest); "Interest Period" has the meaning given to it in Note Condition 6 (Interest); "Interest Rate" means the Rate of Interest payable in respect of the Notes as specified in the Note Trust Deed or calculated in accordance with the provisions of the Note Conditions; "Investor Beneficiary" means any person in its capacity as an investor beneficiary of the Receivables Trust, which may include any investor beneficiary subordinate to another investor beneficiary as a provider of Enhancement as specified in any Supplement; "Investor Interest" means that part of the aggregate beneficial interest of any Investor Beneficiary in the Receivables Trust which was acquired by such Investor Beneficiary with the proceeds of a single Series of Related Debt, or with Additional Funds (if any) related to such Series, and shall be calculated in accordance with the provisions of the related Supplement. "Issuer" means NewDay Funding Plc, a public limited company incorporated in England and Wales (company registration number ) and having its registered office at 35 Great St. Helen's, London EC3A 6AP; "Issuer Account Bank" means HSBC Bank plc or any other bank at which the Issuer Distribution Account is to be maintained from time to time; - 10-

14 "Issuer Account Bank Agreement" means the agreement so named dated on or about the date hereof between, inter alios, the Issuer, the Note Trustee and the Issuer Account Bank; "Issuer Corporate Services Agreement" means the corporate services agreement dated on or about the date hereof between, amongst others, the Issuer and the Issuer Corporate Services Provider; "Issuer Corporate Services Provider" means Structured Finance Management Limited, a private limited company incorporated in England and Wales (company registration number ) and having its registered office at 35 Great St. Helen's, London EC3A 6AP, in its capacity as corporate services provider under the Issuer Corporate Services Agreement; "Issuer Covenants" means the covenants of the Issuer set out in Schedule 4 (Issuer Covenants); "Issuer Distribution Account" means the account opened pursuant to the Issuer Account Bank Agreement entitled "Issuer Distribution Account" in the name of the Issuer and maintained by the Issuer Account Bank having account number and sort code , or any account at any branch of the Issuer Account Bank in the United Kingdom or a Qualified Institution which replaces the same from time to time; "Issuer Documents" means this Agreement, the Paying Agency and Agent Bank Agreement, the Issuer Account Bank Agreement, the Note Trust Deed, the Notes, the Issuer Corporate Services Agreement and the Holdings Corporate Services Agreement; "Issuer Profit Amount" shall mean, with respect to: (a) each Transfer Date up to and including the Transfer Date falling in December 2015, an amount of 8,000; and (b) each Transfer Date thereafter, an amount of 100; "Issuer's Jurisdiction" means the United Kingdom or such other jurisdiction in which the Issuer is subject to taxation as substituted pursuant to Note Condition 15(d) (Substitution); "Joint Lead Managers" means Citigroup Global Markets Limited, The Royal Bank of Scotland plc, Lloyds Bank plc and Deutsche Bank AG, London Branch; "Liabilities" means, in respect of any person, any losses, damages, costs, charges, awards, claims, demands, expenses, judgments, actions, proceedings (or threats of any actions of proceedings) or other liabilities whatsoever including properly incurred legal fees, Taxes and penalties incurred by that person; "Loan Note Holder" has the meaning given to it in the Master Framework Agreement; - 11-

15 "Loan Note Issuer" means NewDay Funding Loan Note Issuer Ltd, a private limited company incorporated in England and Wales (company registration number ) and having its registered office at 35 Great St. Helen's, London, EC3A 6AP; "Loan Note Issuer Account Bank" means HSBC Bank plc, acting through its office at 8 Canada Square, London, E14 5HQ, including any successor account bank; "Loan Note Issuer Account Bank Agreement" means the account bank agreement entered into on or about the date hereof, as amended, restated, supplemented and/or novated from time to time, between, inter alios, the Loan Note Issuer and the Loan Note Issuer Account Bank; "Loan Note Issuer Corporate Services Agreement" means the corporate services agreement entered into on or about the date hereof, as amended, restated, supplemented and/or novated from time to time, between the Loan Note Issuer and the Loan Note Issuer Corporate Services Provider; "Loan Note Issuer Corporate Services Provider" means Structured Finance Management Limited, a private limited company incorporated under the laws of England and Wales (company registration number ) and having its registered office at 35 Great St. Helen's, London EC3A 6AP, in its capacity as corporate services provider under the Loan Note Issuer Corporate Services Agreement; "LPA" means the Law of Property Act 1925; "LuxCo" means NewDay Group Holdings S.à r.l., a limited liability company incorporated under the laws of Luxembourg and registered with RCS Luxembourg under number B and with its registered office at 6C, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg; "Master Framework Agreement" means the master framework agreement dated on or about the date hereof between, inter alios, the Receivables Trustee, the Transferor, NewDay Cards Ltd, the Loan Note Issuer and the Security Trustee; "Meeting" has the meaning given to it in schedule 4 (Provisions for Meetings of Noteholders) to the Note Trust Deed; "Monthly Period" means, unless otherwise defined in any Supplement, the period from and including the first day of a calendar month to and including the last day of the same calendar month; "Moody's" means Moody's Investors Service Limited or any successor to its rating business; "Most Senior Class of Notes" means the Class A Notes for so long as there are any Class A Notes outstanding, thereafter the Class B Notes for so long as there are any Class B Notes outstanding, thereafter the Class C Notes for so long as there are any Class C Notes outstanding, thereafter the Class D Notes for so long as there are any Class D Notes outstanding, thereafter the Class E Notes for so long as there are any Class E Notes outstanding and thereafter the Class F Notes; - 12-

16 "NewDay Group" means NewDay Group Holdings S.à r.l. (or any successor holding company which directly or indirectly holds the shares in the Originator and the Transferor and delivers a notice to the Receivables Trustee to that effect) and its subsidiaries; "Note Certificates" means the Global Note Certificates and the Individual Note Certificates; "Note Conditions" means, in relation to the Notes, the terms and conditions of the Notes set out in schedule 1 (Terms and Conditions of the Notes) to the Note Trust Deed as the same may from time to time be modified in accordance with the Note Trust Deed and any reference to a particular "Note Condition" shall be construed accordingly; "Note Trust Deed" means the deed so named dated on or about the date hereof between the Issuer and the Note Trustee; "Note Trustee" means HSBC Corporate Trustee Company (UK) Limited, a private company limited by shares incorporated under the laws of England and Wales with registration number , having its registered office at 8 Canada Square, London E14 5HQ, England and any successor or additional trustee appointed under the Note Trust Deed; "Noteholders" means the Class A Noteholders, the Class B Noteholders, the Class C Noteholders the Class D Noteholders, the Class E Noteholders and the Class F Noteholders; "Notes" means the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes; "Notice" means any notice delivered under or in connection with any Issuer Document; "Notice of Assignment to Transaction Parties" means a notice in, or substantially in, the form set out in schedule 7 (Form of Notice of Assignment to Transaction Parties) to the Note Trust Deed; "Notices Condition" means Note Condition 18 (Notices); "Notices Details" means the notices details of each party set out in Schedule 3 (Notices Details); "Obligations" means all the legal obligations of the Issuer created by or arising under the Notes and the Issuer Documents; "Obligor" or "Obligors" means, with respect to any Account, the person or persons obliged directly or indirectly to make payments in respect of Receivables generated on that Account; "Officer's Certificate" means a certificate given by an officer or an authorised signatory of the relevant Transaction Party, whose name appears on a list of officers - 13-

17 or an authorised signatory list furnished to the Note Trustee, as such list may from time to time be amended; "Official List" means the official list, admission to which is regulated by the listing rules made by the UKLA under Part VI of the Financial Services and Markets Act 2000; "Originator" means NewDay Ltd, a private limited company incorporated under the laws of England and Wales with registered number , having its registered office at Two Pancras Square, London N1C 4AG, United Kingdom; "Originator VFN Loan Note" means the variable funding loan note issued by the Loan Note Issuer to the Transferor on or about the Closing Date, which, inter alia, provides credit and dilution enhancement to certain other Series; "outstanding" means, in relation to the Notes, all the Notes other than: (a) (b) (c) (d) those which have been redeemed in full in accordance with the Note Conditions; those in respect of which the date for redemption, in accordance with the provisions of the Note Conditions, has occurred and for which the redemption monies (including all interest accrued thereon to such date for redemption) have been duly paid to the Note Trustee or the Principal Paying Agent in the manner provided for in the Paying Agency and Agent Bank Agreement (and, where appropriate, notice to that effect has been given to the Noteholders in accordance with the Notices Condition) and remain available for payment in accordance with the Note Conditions; those which have been redeemed and surrendered for cancellation as provided for in Note Condition 7 (Redemption) and notice of the cancellation of which has been given to the Note Trustee; and those which have become void under the Note Conditions, provided that for each of the following purposes, namely: (i) (ii) (iii) the right to attend and vote at any meeting of Noteholders; the determination of how many and which Notes are for the time being outstanding for the purposes of clauses 11 (Cancellation of Notes), 14 (Proceedings), 20.1 (Waiver), 20.2 (Modifications) and 21.1 (Appointment of a new Note Trustee) of the Note Trust Deed and Note Condition 11 (Events of Default), Note Condition 15(a) (Meetings of Noteholders) and Note Condition 16 (Enforcement) and schedule 4 (Provisions for Meetings of Noteholders); and any discretion, power or authority, whether contained in the Note Trust Deed or provided by law, which the Note Trustee is required to exercise in or by reference to the interests of the Noteholders or any of them, - 14-

18 those Notes (if any) which are for the time being held by the Issuer or a member of the NewDay Group, or for the benefit of the Issuer or a member of the NewDay Group shall (unless and until ceasing to be so held) be deemed not to remain outstanding; "Participating Member State" means a member state of the European Union which adopts the Euro as its lawful currency in accordance with the Treaty; "Pay Out Event" means a Trust Pay Out Event or a Series Pay Out Event; "Paying Agency and Agent Bank Agreement" means the agreement so named dated on or about the date hereof between (inter alios) the Issuer, the Agents and the Note Trustee; "Paying Agents" means the Principal Paying Agent together with any successor or additional paying agents appointed from time to time in connection with the Notes under the Paying Agency and Agent Bank Agreement; "Paying Transaction Party" means any Transaction Party which is under an obligation created by an Issuer Document to make a payment to a Receiving Transaction Party; "Permitted Activities" means the primary activities of the Issuer to be carried out in the United Kingdom, which are: (a) (b) (c) (d) issuing notes from time to time including without limitation the Notes pursuant to the Note Trust Deed; granting, in accordance with the Note Trust Deed, the security or additional security contemplated thereby in favour of the relevant Secured Creditors and Security Beneficiaries; engaging in other activities pursuant to the terms of the Note Trust Deed that are necessary or incidental to accomplish these purposes; and any other activities contemplated or permitted by the Issuer Documents; "Permitted Investments" means any one or more of the following: (a) demand or time deposits made with, or certificates of deposit and other shortterm unsecured debt obligations issued by, a financial institution, provided that, in each case, at the time the deposit is made or the certificate or obligation is acquired, the then current rating from each Rating Agency which then rates any outstanding Rated Debt of the unsecured and unguaranteed debt obligations of that institution (or, where the investment in question is guaranteed, of the guaranteeing institution) is (i) at least A-1 short-term or (where no short-term rating is available) at least A+ long-term from S&P, at least P-1 short-term or (where no short-term rating is available) at least A1 long-term from Moody's, at least F1 short-term or (where no short-term rating is available) at least A long-term from Fitch, at least 'A' or R-1 (middle) by DBRS, or (ii) consistent with such other rating as is consistent with the then prevailing published rating criteria of the relevant Rating Agency; or - 15-

19 (b) short-term unsecured debt obligations (including commercial paper) issued by a body corporate, provided that, in each case, at the time the obligation is acquired, the then current rating from each Rating Agency which then rates any outstanding Rated Debt of the unsecured and unguaranteed debt obligations of that body corporate (or, where the debt obligations in question are guaranteed, of the guaranteeing institution) is (i) at least A-1 short-term or (where no short-term rating is available) at least A+ long-term from S&P, at least P-1 short-term or (where no short-term rating is available) at least A1 long-term from Moody's, at least F1 short-term or (where no short-term rating is available) at least A long-term from Fitch, at least 'A' or R-1 (middle) by DBRS, or (ii) consistent with such other rating as is consistent with the then prevailing published rating criteria of the relevant Rating Agency, provided that no withholding or deduction for or on account of Tax will be made on any payments of interest or principal in respect of any such investment (except that, where any withholding or deduction on interest results in a net amount of interest being paid which the Servicer considers is a reasonable return for the amount of principal invested, such an investment would not result in a breach of this proviso), and provided further that no such instrument will be a volatile instrument (as specified in the Rating Agencies' published criteria) and/or an instrument issued by a mutual fund or similar investment vehicle, and provided further that each such instrument shall mature, or be capable of realisation, at the latest on the Business Day preceding the following Transfer Date so that such funds will be available for withdrawal on or prior to the following Transfer Date; "Principal Amount Outstanding" means, in relation to a Note on any date, the principal amount of that Note on the Closing Date, less the aggregate amount of all repayments of principal in respect of that Note that have become due and payable (and been paid) by the Issuer to the Noteholder concerned by virtue of the Issuer having received funds in respect thereof from the Loan Note Issuer as described in Note Condition 7 (Redemption) prior to such date in accordance with the conditions of the Series Loan Notes, provided that, solely for the purpose of calculating the Principal Amount Outstanding under Note Conditions 6 (Interest), 7 (Redemption), 11 (Events of Default) and 15 (Meetings of Noteholders, Modification and Waiver, Substitution and Addition), all such repayments of principal due and unpaid on or prior to such date shall also be taken into account as forming part of such Principal Amount Outstanding; "Principal Paying Agent" means HSBC Bank plc, a public limited company incorporated under the laws of England and Wales with registration number , having its registered office at 8 Canada Square, London E14 5HQ, England in its capacity as principal paying agent or any successor principal paying agent appointed in accordance with the Paying Agency and Agent Bank Agreement; "Proceedings" means any legal proceedings relating to a Dispute; "Prospectus" means, in relation to the Notes, the prospectus published by the Issuer dated on or about 12 June 2015 relating to the issue of the Notes; "Provisions for Meetings of Noteholders" means the provisions contained in schedule 4 (Provisions for Meetings of Noteholders) of the Note Trust Deed; - 16-

20 "Qualified Institution" means (i) an institution which is a bank within the meaning of section 991 of the Income Tax Act 2007 and for the purposes of section 878 of the Income Tax Act 2007 and which pays any interest under any relevant Issuer Document in the ordinary course of its business and is (ii) an institution which, insofar as the relevant Rating Agency rates any Related Debt or Associated Debt, at all times has (a) a short-term unsecured debt rating of at least F1 by Fitch and a longterm unsecured debt rating of at least A by Fitch; (b) a long-term senior debt and deposits rating of at least A by DBRS, or in the absence of a rating assigned by DBRS, a DBRS Equivalent Rating at least equal to A by DBRS, or such other rating from time to time notified or published by DBRS replacing any of the above ratings or implementing a rating requirement; and/or (c) such other short-term or long-term rating which is otherwise acceptable to the relevant Rating Agency. "Qualifying Swap Agreement" has the meaning given to it in the Master Framework Agreement; "Rate of Interest" means the rate or rates (expressed as a percentage per year) of interest payable in respect of the Notes calculated or determined in accordance with the provisions of the relevant Note Conditions; "Rated Debt" means, in respect of any Series, any Related Debt or Associated Debt which is rated by one or more Rating Agencies where such rating was procured by the Loan Note Issuer and/or the issuer of the relevant Associated Debt and, in respect of a VFN Series only, which is expressly designated as being Rated Debt for the purposes of the transaction; "Rating" means the rating of each Class of Notes given by each of the Rating Agencies; "Rating Agencies" means: (a) (b) with respect to Series , Fitch and DBRS; and with respect to any other Series, the rating agency or agencies, if any, selected by the Loan Note Issuer and/or the issuer of the relevant Associated Debt to provide a rating for any Associated Debt and/or Related Debt, as applicable; "Rating Confirmation" has the meaning given to it in the Master Framework Agreement; "Receivables" has the meaning given to it in the Master Framework Agreement; "Receivables Securitisation Deed" or "RSD" means the receivables securitisation deed dated on or about the date of this Agreement between the Transferor and the Receivables Trustee; "Receivables Trust" means the trusts constituted pursuant to the Receivables Trust Deed and Servicing Agreement as set out in clause 3.1 (Receivables Trust Deed) of the Receivables Trust Deed and Servicing Agreement; "Receivables Trust Deed and Servicing Agreement" means the receivables trust deed and servicing agreement dated on or about the date of this Agreement, between, - 17-

21 inter alios, the Receivables Trustee, the Transferor, the Transferor Beneficiary, the Servicer and the Loan Note Issuer and all amendments thereof and supplements thereto from time to time, including any Supplement; "Receivables Trustee" means NewDay Funding Receivables Trustee Ltd, in its capacity as trustee of the Receivables Trust pursuant to the terms of the Receivables Trust Deed and Servicing Agreement, and its permitted successors and any person appointed as a successor trustee, co-trustee or separate trustee of the Receivables Trust in accordance with the provisions of the Receivables Trust Deed and Servicing Agreement or by operation of law; "Receivables Trustee Account Bank" means HSBC Bank plc, a public limited company incorporated under the laws of England and Wales with registration number 14259, having its registered office at 8 Canada Square, London E14 5HQ, England, and/or any successor account bank; "Receivables Trustee Account Bank Agreement" means the account bank agreement entered into on or about the date hereof, as amended, restated, supplemented and/or novated from time to time, between, inter alios, the Receivables Trustee and the Receivables Trustee Account Bank; "Receivables Trustee Corporate Services Agreement" means the corporate services agreement entered into on or about the date hereof, as amended, restated, supplemented and/or novated from time to time, between the Receivables Trustee and the Receivables Trustee Corporate Services Provider; "Receivables Trustee Corporate Services Provider" means Structured Finance Management Offshore Limited, a company incorporated under the laws of Jersey with registered number 83135, whose registered office is at 47 Esplanade, St. Helier, Jersey JE1 0BD, in its capacity as corporate services provider under the Receivables Trustee Corporate Services Agreement; "Receiver" means any receiver, manager or administrative receiver appointed in respect of the Issuer by the Note Trustee in accordance with clause 8 (Provisions Relating to Receiver) of the Note Trust Deed; "Receiving Transaction Party" means, where one Transaction Party is required by an Issuer Document to make payment to another Transaction Party, the Transaction Party which is to receive such payment; "Record Date" has the meaning given to it in Note Condition 9 (Payments); "Register" means the register maintained by the Registrar in accordance with clause 4.1 (Maintenance of the Register) of the Paying Agency and Agent Bank Agreement; "Regulation S" means Regulation S under the Securities Act; "Regulation S Global Note Certificates" means, in relation to any Class of Notes, an unrestricted note certificate representing Notes of such Class to be issued pursuant to clause 9.1 (Global Note Certificates) of the Note Trust Deed substantially in the form - 18-

22 set out in schedule 2 (Form of Regulation S Global Note Certificate) to the Note Trust Deed; "Regulation S Individual Note Certificates" means, in relation to a Class of Notes, a restricted individual note certificate representing a Noteholder's entire holding of Notes of such Class of Note in the form or substantially in the form set out in schedule 3 (Form of Regulation S Individual Note Certificate) to the Note Trust Deed; "Regulations" means the regulations concerning transfers and registration of Notes in schedule 1 (Regulations Concerning Transfers and Registration of Notes) to the Paying Agency and Agent Bank Agreement; "Regulatory Direction" means, in relation to any person, a direction or requirement of any Governmental Authority with whose directions or requirements such person is required to or accustomed to comply; "Related Debt" means, with respect to an Investor Interest in any Series, any Loan Note issued by the Investor Beneficiary holding such Investor Interest, or other debt described as such in the related Supplement in respect of such Series (if any), in each case as further specified in the related Supplement for such Series; "repay" includes "redeem" and vice versa and "repaid", "repayable", "repayment", "redeemed", "redeemable" and "redemption" shall be construed accordingly; "Requirement of Law" in respect of any person means: (a) (b) (c) (d) any law, treaty, rule, requirement or regulation; a notice by or an order of any court having jurisdiction; a mandatory requirement of any regulatory authority having jurisdiction; or a determination of an arbitrator or Governmental Authority, in each case applicable to or binding upon that person or to which that person is subject; "S&P" means Standard & Poor's Credit Market Services Europe Limited or any successor to its rating business; "Secretary" means any secretary of the Issuer from time to time; "Secured Creditors" means (i) the Noteholders; and (ii) the Note Trustee and any Receiver appointed by the Note Trustee, pursuant to the Note Trust Deed; "Secured Obligations" means all amounts due to the Secured Creditors in accordance with the terms and conditions of the Issuer Documents; "Secured Property" means all the property of the Issuer which is subject to the Security created pursuant to the Note Trust Deed; "Securities Act" means the United States Securities Act of 1933, as amended; - 19-

23 "Security" has the meaning given to it in clause 3.1 (Creation of Security) of the Note Trust Deed; "Security Beneficiaries" means the Agents and the Issuer Account Bank; "Security Trust Deed and Cash Management Agreement" means the security trust deed and cash management agreement dated on or about the date hereof between, inter alios, the Security Trustee and the Loan Note Issuer pursuant to which the Security Trustee will act as trustee for the benefit of the secured creditors of the Loan Note Issuer and all amendments thereof and supplements thereto from time to time, including the Series Loan Note Supplement; "Security Trustee" means HSBC Corporate Trustee Company (UK) Limited, a private company limited by shares incorporated under the laws of England and Wales with registration number , having its registered office at 8 Canada Square, London E14 5HQ, England, in its capacity as trustee pursuant to the Security Trust Deed and Cash Management Agreement and any successor security trustee or any person appointed as a successor trustee, co-trustee or separate trustee in accordance with the Security Trust Deed and Cash Management Agreement; "Series" has the meaning given to it in the Master Framework Agreement; "Series " has the meaning given to it in the Series RTDSA Supplement; "Series Loan Note Supplement" means a deed dated on or about the Closing Date in respect of the Series Loan Notes between, inter alios, the Security Trustee and the Loan Note Issuer, which is supplemental to the Security Trust Deed and Cash Management Agreement; "Series Loan Notes" means each of the Class A Loan Note, the Class B Loan Note, the Class C Loan Note, the Class D Loan Note, the Class E Loan Note and the Class F Loan Note; "Series Pay Out Event" has the meaning specified in the Series RTDSA Supplement; "Series RTDSA Supplement" means a deed dated on or about the Closing Date between, inter alios, the Receivables Trustee and the Loan Note Issuer, which is supplemental to the Receivables Trust Deed and Servicing Agreement; "Servicer" means NewDay Cards Ltd, a private limited company incorporated under the laws of England and Wales with registered number , having its registered office at Two Pancras Square, London N1C 4AG, together with any successor appointed in accordance with clause 12.3 (Receivables Trustee to Act: Appointment of Successor) of the Receivables Trust Deed and Servicing Agreement; "Share Declaration of Trust" means the declaration of trust so named dated 28 April 2015 and executed by the Holdings Share Trustee; "Specified Office" means the offices of each Agent specified in schedule 2 (Specified Offices of the Agents) to the Paying Agency and Agent Bank Agreement or as - 20-