IMPORTANT NOTICE - Euronext Dublin

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IMPORTANT NOTICE

NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S.

IMPORTANT: You must read the following before continuing. The following applies to the Information Memorandum following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Information Memorandum. In accessing the Information Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THE SECURITIES OF THE ISSUER IN ANY JURISDICTION. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION. THE ISSUER OF THE NOTES HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. THE NOTES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES TO NON U.S. PERSONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT.

THE FOLLOWING INFORMATION MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. THE NOTES MAY NOT AT ANY TIME BE TRANSFERRED OR SOLD TO OR FOR THE ACCOUNT OF A U.S. PERSON.

Confirmation of your representations: This Information Memorandum has been delivered to you on the basis that you are a person into whose possession this Information Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. By accessing this Information Memorandum, you shall be deemed to have confirmed and represented to us that (a) you have understood and agree to the terms set out herein, (b) you consent to delivery of the Information Memorandum by electronic transmission, (c) you are not a U.S. person, where "U.S. person" means (i) a U.S. person as defined in Regulation S or (ii) any person that is not a "Non-United States Person" as that term is defined in Rule 4.7(a)(1)(iv) promulgated by the Commodity Futures Trading Commission under the Commodity Exchange Act of 1936 (as amended), or acting for the account or benefit of a U.S. person and the electronic mail address that you have given to us and to which this e mail has been delivered is not located in the United States, its territories or possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) or the District of Columbia, (d) you have not duplicated, distributed, forwarded, transferred or otherwise transmitted, and will not duplicate, distribute, forward, transfer or otherwise transmit, this document or any other presentational or other materials concerning this offering (including electronic copies thereof) to any other person, and (e) if you are a person in the United Kingdom, then you are a person who has professional experience in matters relating to investments. If you are unable to agree and do not confirm each of the items above, then you will not be eligible to view this Information Memorandum or make an investment decision with respect to the Notes on the basis of the information set out in this Information Memorandum and any investment activity (including, but not limited to, any invitation, offer or agreement to subscribe, purchase or otherwise acquire the Notes) to which this Information Memorandum relates will not be available to you nor will it be engaged in with you, and you must destroy all copies of this Information Memorandum immediately and notify us forthwith of having done so.

ERISA Considerations: The Notes may not be acquired or held by any Benefit Plan Investor. See "Purchase and Transfer Restrictions" below.

You are reminded that any investment decision as to any purchase of Notes must be made solely on the basis of information contained in this Information Memorandum. No representation, warranty or undertaking is made hereby or is to be implied by any person as to the completeness, accuracy or fairness of the information contained in this Information Memorandum and none of the Transaction Parties or any of their respective affiliates, officers, employees, or agents, accepts any liability or responsibility whatsoever in respect hereof.

This Information Memorandum has been sent to you in electronic format. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer or the Protection Buyers, nor any person who controls it nor any director, officer, employee nor agent of it or affiliate of any such person, accepts any liability or responsibility whatsoever in

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respect of any difference between the Information Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Issuer or the Protection Buyers.

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MOTOR SECURITIES 2018-1 DESIGNATED ACTIVITY COMPANY

(a private company with limited liability incorporated under the laws of Ireland with company number 636442)

Class A GBP 660,000,000 Portfolio Credit Linked Notes due 2024 Class B GBP 22,500,000 Portfolio Credit Linked Notes due 2024 Class C GBP 18,750,000 Portfolio Credit Linked Notes due 2024 Class D1 GBP 30,000,000 Portfolio Credit Linked Notes due 2024 Class D2 GBP 11,250,000 Portfolio Credit Linked Notes due 2024

Class E GBP 7,500,000 Portfolio Credit Linked Notes due 2024

The Notes

On such date as Motor Securities 2018-1 Designated Activity Company (the "Issuer") and Banco Santander, S.A. (the "Lead Manager") agree (the "Closing Date"), the Issuer will issue the GBP 660,000,000 Class A Portfolio Credit Linked Notes due 2024 (the "Class A Notes"), the GBP 22,500,000 Class B Portfolio Credit Linked Notes due 2024 (the "Class B Notes"), the GBP 18,750,000 Class C Portfolio Credit Linked Notes due 2024 (the "Class C Notes"), the GBP 30,000,000 Class D1 Portfolio Credit Linked Notes due 2024 (the "Class D1 Notes"), the GBP 11,250,000 Class D2 Portfolio Credit Linked Notes due 2024 (the "Class D2 Notes") and the GBP 7,500,000 Class E Portfolio Credit Linked Notes due 2024 (the "Class E Notes" and, together with the Class A Notes, the Class B Notes, the Class C Notes, the Class D1 Notes and the Class D2 Notes, the "Notes" and each, a "Class").

The Class C Notes and the Class D1 Notes are collectively referred to as the "Rated Notes". The Class C Notes are expected to be assigned a rating of A2 by Moody's Investors Service Limited ("Moody's") on or before the Closing Date and the Issuer has also solicited a rating in respect of the Class C Notes from Kroll Bond Rating Agency Europe Limited ("KBRA") and, together with Moody's, the "Rating Agencies" and each a "Rating Agency") but such rating is not expected to be assigned by KBRA before the Closing Date. The Class D1 Notes are expected to be assigned a rating of Ba3 by Moody's on or before the Closing Date and the Issuer has also solicited a rating in respect of the Class D1 Notes from KBRA but such rating is not expected to be assigned by KBRA before the Closing Date. The Class A Notes will not be rated on the Closing Date and no rating is intended to be sought for the Class A Notes thereafter. The Class B Notes will not be rated on the Closing Date and no rating is intended to be sought for the Class B Notes thereafter. The Class D2 Notes will not be rated on the Closing Date and no rating is intended to be sought for the Class D2 Notes thereafter. The Class E Notes will not be rated on the Closing Date and no rating is intended to be sought for the Class E Notes thereafter.

This Information Memorandum does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The Issuer is not offering the Notes in any jurisdiction in circumstances that would require a prospectus to be prepared pursuant to the Prospectus Regulation. Application has been made to The Irish Stock Exchange plc trading as Euronext Dublin (the "Euronext Dublin") for the Notes to be admitted to the Official List (the "Official List") and trading on the Global Exchange Market of Euronext Dublin (the "Global Exchange Market"). There can be no assurance that any such listing will be maintained. This Information Memorandum constitutes listing particulars for the purpose of this application and has been approved by Euronext Dublin. References in this Information Memorandum to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to trading on the Global Exchange Market of Euronext Dublin and have been admitted to the Official List.

The Notes have not been approved or disapproved by the United States Securities and Exchange Commission (the "SEC"), any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this Information Memorandum. Any representation to the contrary is a criminal offence in the United States. The Issuer has not been registered under the Investment Company Act of 1940, as amended (the "Investment Company Act") and the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The Notes are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act ("Regulation S") and the Notes may not at any time be offered or sold within the United States or to U.S. Persons as defined in Regulation S ("U.S. Persons"). The Notes may not at any time be transferred or sold to or for the account of a U.S. Person. See "Subscription and Sale" and "Purchase and Transfer Restrictions".

The Issuer is not, and will not be, regulated by the Central Bank by virtue of the issue of the Notes. Any investment in the Notes does not have the status of a bank deposit and is not subject to the deposit protection scheme operated by the Central Bank.

Obligations of Issuer Only

The Notes will be obligations of the Issuer only and will not be obligations or responsibilities of, or guaranteed by, any of the other parties to the transactions described in this Information Memorandum and any suggestion otherwise, express or implied, is expressly excluded.

Form of Notes

Each Class of Notes will initially be represented by a temporary global note in bearer form (the "Temporary Global Note") without interest coupons attached. The Notes will be deposited on or about the Closing Date with a common depositary for Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"). Each Temporary Global Note will be exchangeable for interests in a permanent global note in bearer form (the "Permanent Global Note") representing the Notes, without interest coupons attached, not earlier than forty (40) days after the Closing Date upon certification as to non-U.S. beneficial ownership. Ownership interests in a Temporary Global Note and a Permanent Global Note will be shown on, and transfers thereof will only be effected through, records maintained by Clearstream, Luxembourg and Euroclear and their respective participants. Interests in a Permanent Global Note will be exchangeable for Definitive Notes in bearer form only in certain limited circumstances as set forth therein.

Risk Factors

Each person contemplating making an investment in the Notes must make its own investigation and analysis of the creditworthiness of the Issuer, the Protection Buyers and the Reference Portfolio and its own determination of the suitability of any such investment, with particular reference to its own investment objectives and experience and any other factors which may be relevant to it in

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connection with such investment. A prospective investor who is in any doubt whatsoever as to the risks involved in investing in the Notes should consult its own independent professional advisors.

It should be remembered that the price of securities and the income from them can go down as well as up.

A discussion of certain factors, which should be considered by prospective Noteholders in connection with an investment in the Notes, is set out in the section entitled "Risk Factors".

Arranger and Lead Manager

Banco Santander, S.A.

The date of this Information Memorandum is 12 December 2019.

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Responsibility Statements

The Issuer accepts responsibility for the information contained in this Information Memorandum. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Information Memorandum is in accordance with the facts and does not omit anything likely to affect the meaning of such information.

The Notes are only intended to be offered in the primary market to, and held by, investors who are particularly knowledgeable in investment matters.

The information in the sections headed "Overview of Lending Market and Origination and Servicing of Reference Obligations", "Description of the Initial Reference Portfolio" and "Historical Performance Data" (the "Santander UK Information") has been accurately reproduced and, as far as the Issuer is aware and is able to ascertain from such information, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Representations about the Notes

No person is or has been authorised in connection with the issue and sale of the Notes to make any representation or provide any information other than as contained in this Information Memorandum and, if given or made, such representation or information should not be relied upon as having been authorised by or on behalf of the Issuer, the Arranger, the Lead Manager, the Trustee, the Principal Paying Agent, the Agent Bank, the Protection Buyers, the Junior Cash Deposit Bank the Senior Cash Deposit Bank, the Common Depositary, the Custodian, the Account Bank, the Cash Administrator, the Corporate Services Provider, the Note Calculation Agent or the Calculation Agent (the "Transaction Parties") (each as described in this Information Memorandum) or any person affiliated with them.

None of the Transaction Parties (other than the Issuer) or any person affiliated with them have separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Transaction Parties (other than the Issuer) or any person affiliated with them as to the accuracy or completeness of the information contained in this Information Memorandum or any other information supplied in connection with the Notes, their distribution or the future performance and adequacy of the Notes. Each person receiving this Information Memorandum acknowledges that such person has not relied on any of the Transaction Parties or any other person affiliated with any of them in connection with any investigation of the accuracy of the information contained herein and/or its investment decision.

Financial condition of the Issuer

Neither the delivery of this Information Memorandum nor the offer, sale, allocation, solicitation or delivery of any Note shall, in any circumstances, create any implication or constitute a representation that there has been no adverse change or event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer or in any other information contained herein since the date of this Information Memorandum or that the information contained herein is correct as at any time subsequent to the date of this Information Memorandum.

Selling Restrictions

No action has been or will be taken to permit a public offering of the Notes or the distribution of this Information Memorandum in any jurisdiction except as described in this Information Memorandum. The distribution of this Information Memorandum and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Information Memorandum (or any part thereof) comes are required by the Issuer and the Lead Manager to inform itself about and to observe any such restrictions.

Neither this Information Memorandum nor any part hereof constitutes an offer of, or an invitation by, or on behalf of, the Issuer or the Lead Manager to subscribe for or purchase any of the Notes. Neither this Information Memorandum, nor any part hereof, may be used for or in connection with an offer to, or solicitation by, any person in any jurisdiction or in any circumstance in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.

Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Information Memorandum nor any part hereof nor any other information memorandum, form of application, advertisement, other offering material or other information may be issued, distributed or published in any

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country or jurisdiction, except in circumstances that will result in compliance with all applicable laws, orders, rules and regulations.

None of the Issuer or the Lead Manager or any of their representatives is making any representation to any offeree or purchaser of the Notes offered by this Information Memorandum regarding the legality of an investment by such an offeree or purchaser under appropriate legal, investment or similar laws. Prospective purchasers should consult with their advisers as to the legal, tax, business, financial and related aspects of a purchase of the Notes.

For a further description of certain restrictions on offers and sales of the Notes and distribution of this Information Memorandum, see "Subscription and Sale" below.

Any individual intending to invest in any instrument described in this Information Memorandum should consult his or her professional adviser and ensure that he or she fully understands all the risks associated with making such an investment and has sufficient financial resources to sustain any loss that may arise from it.

Withholding Tax

Payments of interest, principal and premium (if any) in respect of the Notes will be made subject to any applicable withholding taxes and none of the Issuer, the Principal Paying Agent nor any other person will be obliged to pay additional amounts as a consequence thereof. See "Taxation In Ireland".

Interpretation

References in this Information Memorandum to "Sterling" and "GBP" are to the lawful currency of the United Kingdom.

Certain figures included in this Information Memorandum have been subject to rounding adjustments. Accordingly, figures shown for the same category in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.

This Information Memorandum contains summaries believed to be accurate with respect to certain terms of certain documents and such summaries are qualified in their entirety by reference to such documents. The contents of this Information Memorandum are not to be construed as legal, business or tax advice.

Capitalised terms used in this Information Memorandum, unless otherwise indicated, have the meaning set out in this Information Memorandum. A glossary of defined terms which are used but otherwise undefined in this Information Memorandum is set out in the section entitled "Glossary of Defined Terms".

Except as otherwise indicated, references to the "relevant Credit Protection Deed" are to the Junior Credit Protection Deed and/or the Senior Protection Deed, as applicable, and references to the "Protection Buyer" are to the Junior Protection Buyer and/or the Senior Protection Buyer, as applicable.

An index of defined terms appears at the end of this Information Memorandum.

Any website mentioned herein does not form part of this Information Memorandum.

Forward-looking Statements

This Information Memorandum contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical facts included in this Information Memorandum, are forward-looking statements and reflect significant assumptions and subjective judgments by the Issuer that may or may not prove to be correct. Such statements may be identified by reference to a future period or periods and the use of forward-looking terminology such as "may", "will", "could", "believes", "expects", "anticipates", "continues", "intends", "plans", or similar terms. Prospective purchasers of the Notes are cautioned that any such statements are not guarantees of performance and involve risks and uncertainties, many of which are beyond the control of the Issuer. The Lead Manager, the Note Trustee, the Security Trustee, the Agents and the Administrator have not attempted to verify any such statements, nor do they make any representations, express or implied, with respect thereto.

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Credit Rating Agencies

As of the date of this Information Memorandum, each of the Rating Agencies is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such, each of the Rating Agencies is included in the list of credit rating agencies published by the European Securities and Markets Authority ("ESMA") on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation.

Credit Ratings

Any ratings assigned by Moody's and KBRA address the likelihood of (a) timely payment of interest due to the Noteholders on each Note Payment Date and (b) full payment of principal by a date that is not later than the Final Redemption Date.

A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

Notice to U.S. Persons

The Notes have not been, and will not be, registered under the Securities Act, the securities laws of any State of the United States or the securities laws of any other jurisdiction. The Notes and any beneficial interests therein may not at any time be reoffered, resold, pledged, exchanged or otherwise transferred except to persons who are not U.S. Persons in an offshore transaction meeting the requirements of Regulation S.

Prohibition of Sales to EEA Retail Investors

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and the Council on markets in financial instruments (as amended, "MiFID II"). or; (ii) a customer within the meaning of Directive 2016/97/EU (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

MIFID II Product Governance

Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

CONTENTS

Page

TRANSACTION DIAGRAM ...................................................................................................................... 1

TRANSACTION PARTIES ......................................................................................................................... 2

OVERVIEW OF TERMS ............................................................................................................................ 3

RISK FACTORS ........................................................................................................................................ 15

OVERVIEW OF LENDING MARKET AND ORIGINATION AND SERVICING OF REFERENCE OBLIGATIONS ......................................................................................................................................... 50

DESCRIPTION OF THE INITIAL REFERENCE PORTFOLIO ............................................................. 52

HISTORICAL PERFORMANCE DATA .................................................................................................. 65

ISSUER ...................................................................................................................................................... 76

SANTANDER CONSUMER (UK) PLC ................................................................................................... 85

SANTANDER UK PLC ............................................................................................................................. 88

CREDIT PROTECTION DEEDS .............................................................................................................. 90

ELIGIBILITY CRITERIA ....................................................................................................................... 101

THE CASH DEPOSIT BANK AGREEMENTS, CUSTODY AGREEMENT AND COLLATERAL MANAGEMENT AGREEMENT ............................................................................................................ 102

SUMMARY OF OTHER TRANSACTION DOCUMENTS .................................................................. 107

USE OF PROCEEDS ............................................................................................................................... 110

SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............. 111

TERMS AND CONDITIONS OF THE NOTES ..................................................................................... 113

PERIODIC REPORTS ............................................................................................................................. 148

TAXATION IN IRELAND ...................................................................................................................... 154

SUBSCRIPTION AND SALE ................................................................................................................. 160

PURCHASE AND TRANSFER RESTRICTIONS ................................................................................. 164

BOOK ENTRY CLEARANCE PROCEDURES ..................................................................................... 168

GENERAL INFORMATION .................................................................................................................. 170

GLOSSARY OF DEFINED TERMS ....................................................................................................... 172

INDEX OF DEFINED TERMS ............................................................................................................... 191

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TRANSACTION DIAGRAM

This summary of terms and transaction overview is qualified in its entirety by reference to the detailed information appearing elsewhere in this Information Memorandum. In the event of any inconsistency between this summary of terms and transaction overview and the information provided elsewhere in this Information Memorandum, the information provided elsewhere in this Information Memorandum shall prevail.

Junior Credit

Protection

Deed

Motor Securities 2018‐1

Designated Activity Company

Credit Linked

Senior Cash Deposit

Account

Junior Cash

Deposit

Account

Account

Class A

Class B

Class C

Class D1

Class D2

Class G

Santander Consumer (UK) plc

Reference Portfolio

Class E

Notes

Santander UK plc

Reference Portfolio

Senior Credit

Protection

Deed

AccountDeposit

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TRANSACTION PARTIES

Issuer Motor Securities 2018-1 Designated Activity Company (the "Issuer"), a designated activity company limited by shares, incorporated under the laws of Ireland and having its registered office at 3rd Floor, Fleming Court, Fleming's Place, Dublin 4. The Issuer was established on 25 October 2018 for the purpose of engaging in the transactions described in this Information Memorandum. The entire issued share capital of the Issuer is held by CSC Share Trustee Services (Ireland) Limited in its capacity as trustee of the charitable trust established pursuant to the terms of a declaration of trust dated 25 October 2018.

Trustee Citicorp Trustee Company Limited

Corporate Services Provider CSC Capital Markets (Ireland) Limited, a private company with limited liability incorporated under the laws of Ireland and having its registered office at 3rd Floor, Fleming Court, Fleming's Place, Dublin 4.

Senior Protection Buyer Santander UK plc, a public limited company incorporated under the laws of England and Wales with its registered office at 2 Triton Square, London NW1 3AN, United Kingdom.

Junior Protection Buyer Santander Consumer (UK) plc, a public limited company incorporated under the laws of England and Wales whose registered office is at Santander House, 86 Station Road, Redhill, Surrey, RH1 1SR, United Kingdom.

Senior Cash Deposit Bank Santander UK plc

Junior Cash Deposit Bank Santander UK plc

Cash Administrator Santander Consumer (UK) plc

Agent Bank Citibank, N.A., London Branch

Principal Paying Agent Citibank, N.A., London Branch

Note Calculation Agent Santander Consumer (UK) plc

Calculation Agent Santander Consumer (UK) plc

Collateral Manager Santander UK plc

Custodian Citibank, N.A., London Branch

Account Bank Citibank, N.A., London Branch

Verification Agent a Big 4 Accounting Firm appointed by the Protection Buyer to perform the functions specified herein to be performed by the Verification Agent

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OVERVIEW OF TERMS

The following overview of terms does not purport to be complete and is taken from, and qualified in its entirety by, the more detailed information contained elsewhere in this Information Memorandum and certain of the documents referred to below and, without limitation, the Conditions. Words or expressions used but not expressly defined in this overview of terms shall have the meanings given to them elsewhere in this Information Memorandum, including the Conditions. An index of defined terms is set out at the back of this Information Memorandum. This overview of terms is not a summary for the purposes of the Prospectus Regulation.

Transaction Overview On the Closing Date, the Issuer will, concurrently with the issuance of the Notes, enter into the Junior Credit Protection Deed with the Junior Protection Buyer and the Senior Credit Protection Deed with the Senior Protection Buyer, pursuant to which the Issuer will sell credit protection to each Protection Buyer in respect of different tranches of a portfolio, designated by each Protection Buyer, of Reference Borrowers and related Reference Obligations. In return for periodic payments of Protection Fee Amounts, the Issuer will be liable to pay, amongst other things, positive Protection Payment Amounts to each Protection Buyer upon the occurrence of a Credit Event in relation to any of the Reference Borrowers and the fulfilment of certain other conditions.

On each Note Payment Date falling on or immediately following a Payment Date under the relevant Credit Protection Deed upon which the Issuer is obliged to pay a positive Protection Payment Amount to the relevant Protection Buyer, subject to the Conditions, the Adjusted Principal Balance of the corresponding Class of Notes will be reduced, without any commensurate payment to Noteholders, by the amount of the relevant positive Protection Payment Amount until the Adjusted Principal Balance of that Class of Notes is reduced to zero. The Adjusted Principal Balance of each Class of Notes will be adjusted automatically and interest shall not accrue on any Class of Notes if and for so long as the Adjusted Principal Balance of that Class of Notes is zero. Reductions to the Adjusted Principal Balance of one or more Classes of Notes may, in certain circumstances, be subsequently reinstated with interest. To the extent not previously paid or reduced, the Adjusted Principal Balance of, and accrued and unpaid interest on, such Notes will be due and payable on the Final Redemption Date.

On the Closing Date, the proceeds of the issue of the Class A Notes, the Class B Notes and the Class E Notes will be deposited by the Issuer into the Senior Cash Deposit Account. The proceeds of the issue of the Class C Notes, the Class D1 Notes and the Class D2 Notes will be deposited by the Issuer into the Junior Cash Deposit Account. The Issuer will grant security over its rights in respect of the Cash Deposit Accounts (amongst other accounts) by inter alia granting a first fixed charge in favour of the Trustee on behalf of itself and the Secured Creditors as more particularly set out in the Deed of Charge.

The balance of each Cash Deposit Account will be applied from time to time to pay, amongst other things, any positive Protection Payment Amounts that may be payable by the Issuer under the relevant Credit Protection Deed and, to the extent not so applied, will be used to redeem each Class of Notes as described below.

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The Notes

Initial Principal Balance The Class A Notes will have an Initial Principal Balance of GBP 660,000,000.

The Class B Notes will have an Initial Principal Balance of GBP 22,500,000.

The Class C Notes will have an Initial Principal Balance of GBP 18,750,000.

The Class D1 Notes will have an Initial Principal Balance of GBP 30,000,000.

The Class D2 Notes will have an Initial Principal Balance of GBP 11,250,000.

The Class E Notes will have an Initial Principal Balance of GBP 7,500,000.

The Notes will be issued on the terms and conditions set forth in, and have the benefit of, the Trust Deed and will be secured pursuant to the Deed of Charge.

The Notes will be issued by the Issuer.

Closing Date 12 December 2019

Scheduled Redemption Date The Note Payment Date scheduled to fall on 25 October 2024.

Final Redemption Date The Note Payment Date that falls two (2) years after the Scheduled Redemption Date, currently expected to be 25 October 2026.

Note Business Day Any day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange currency deposits) in London and Dublin, other than a Saturday or Sunday.

Ratings The Class C Notes and the Class D1 Notes are expected to be rated by KBRA and Moody's. The Class A Notes, the Class B Notes, the Class D2 Notes and the Class E Notes will not be rated by any rating agency.

Status The Notes will constitute secured, limited recourse obligations of the Issuer.

Ranking within each Class The Class A Notes rank pari passu without preference or priority amongst themselves, the Class B Notes rank pari passu without preference or priority amongst themselves, the Class C Notes rank pari passu without preference or priority amongst themselves, the Class D1 Notes rank pari passu without preference or priority amongst themselves, the Class D2 Notes rank pari passu without preference or priority amongst themselves and the Class E Notes rank pari passu without preference or priority amongst themselves.

Ranking between Classes Payments of principal and interest on each Class of Notes from Available Funds are subordinated to (as provided herein, in the Trust Deed and in the Cash Administration Agreement) inter alia, payments of principal and interest on each Class which is a More Senior Class of Notes to such Class of Notes in accordance with the Order of Seniority.

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Interest in respect of the Notes Interest on each Note will accrue on a periodic basis on the Adjusted Principal Balance of such Note from and including the Closing Date and will accrue provided that the Adjusted Principal Balance of such Note is in excess of zero. Interest payable on each Note in respect of a Note Interest Period will be calculated as such Note's pro rata share of an amount determined by the Note Calculation Agent to be the sum of:

(a) the product of the Adjusted Principal Balance of that Class of Notes as of the first day of such Note Interest Period (after giving effect to any adjustment to the Adjusted Principal Balance on such date), the applicable Collateral Income Rate for that Class of Notes and that Note Interest Period and the actual number of days in such Note Interest Period divided by 365;

(b) the Protection Fee Component Amount in respect of the relevant Note Payment Date and the relevant Class of Notes;

(c) any positive or negative Make-Up Protection Fee Amount in respect of the relevant Note Payment Date and the relevant Class of Notes; and

(d) the Negative Interest Shortfall Amount (if any) in respect of the immediately preceding Note Payment Date and the relevant Class of Notes,

and rounding the resulting figure to the nearest GBP 0.01, provided that, the Interest Amount in respect of any Note Interest Period may not be less than zero. If the Interest Amount in respect of a Note Payment Date would have been a negative amount but for the proviso at the end of the preceding sentence, such negative amount shall constitute the "Negative Interest Shortfall Amount" in respect of that Note Payment Date. For the avoidance of doubt, the Negative Interest Shortfall Amount shall be expressed as a negative amount.

Such interest shall be payable in arrear, on each Note Payment Date subject as provided in Condition 8 (Payments).

Note Payment Dates 25th day of each month from and including 25 January 2020 and ending on and including the Final Redemption Date, provided that, if any such date is not a Note Business Day, the Note Payment Date shall fall on the next Note Business Day.

Adjusted Principal Balance Amounts of principal payable in respect of the Notes will be determined by reference to the Adjusted Principal Balance of the Notes.

The "Adjusted Principal Balance" of any Class of Notes means, on any date, the greater of:

(a) an amount equal to:

(i) the Principal Balance of that Class of Notes on such date; minus

(ii) the aggregate amount of Protection Payment Amounts (if any) that have been applied to reduce the Adjusted Principal Balance of that Class of Notes pursuant to Condition 7(g) (Reduction and

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Reinstatement of the Adjusted Principal Balance of the Notes); plus

(iii) the aggregate amount of Protection Payment Adjustment Amounts (if any) that have been applied to reinstate the Adjusted Principal Balance of that Class of Notes pursuant to Condition 7(g) (Reduction and Reinstatement of the Adjusted Principal Balance of the Notes); minus

(iv) on any date on which the Issuer is obliged to redeem the Notes pursuant to Conditions 7 (Redemption, Reduction, Reinstatement and Cancellation) or 11(d) (Consequences of Notes becoming Due and Payable and Delivery of Note Enforcement Notice), the Negative Interest Shortfall Amount for that Class of Notes (if any) on such date; or

(b) zero.

Reductions of Adjusted Principal Balance

On each Note Payment Date falling on or immediately following a Payment Date under the relevant Credit Protection Deed upon which the Issuer is obliged to pay a positive Protection Payment Amount to the relevant Protection Buyer, subject to the Conditions, the Adjusted Principal Balance of the corresponding Class of Notes will be reduced, without any commensurate payment to Noteholders, by the amount of the relevant positive Protection Payment Amount until the Adjusted Principal Balance of that Class of Notes is reduced to zero. The Adjusted Principal Balance of each Class of Notes will be adjusted automatically and interest shall not accrue on any Class of Notes if and for so long as the Adjusted Principal Balance of that Class of Notes is zero.

Principal Reinstatement On each Note Payment Date falling on or immediately following a Payment Date upon which a Protection Payment Adjustment Amount is paid by the relevant Protection Buyer to the Issuer under the relevant Credit Protection Deed, subject to the Conditions, the Adjusted Principal Balance of the corresponding Class of Notes will be increased, without any corresponding payment to the Noteholders at such time, by an amount equal to such Protection Payment Adjustment Amount in order to reinstate any amounts previously applied in reduction of the Adjusted Principal Balance of that Class of Notes. Such reinstatement shall be allocated to that Class of Notes until its Adjusted Principal Balance is equal to its Principal Balance.

Timing of Redemption The date on which payment in full of principal on the Notes is scheduled to commence is the Scheduled Redemption Date, being the Note Payment Date scheduled to fall on 25 October 2024 (or, if such day is not a Note Business Day, on the following Note Business Day).

However, payment of principal on the Notes may commence prior to the Scheduled Redemption Date as a result of (a) the determination of an Amortisation Amount under the Credit Protection Deeds or (b) the occurrence of an Early Redemption Date (including a Tax Redemption Date or an Enforcement Date).

To the extent not previously paid or reduced, the Notes will be redeemed in full on the Final Redemption Date.

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Amortised Redemption Prior to the service of an Enforcement Notice, if any Amortisation Amount is determined in respect of any Calculation Date, then the Issuer shall, on the immediately following Note Payment Date, apply the applicable Notes Amortisation Amount in or towards redemption of each relevant Class of Notes (together with any accrued but unpaid interest thereon) in accordance with the Pre-Enforcement Priority of Payments.

Redemption during the Extension Period

If the Effective Protection Termination Date occurs prior to the Termination Date, and on the later of such date and the Calculation Date immediately preceding the Note Payment Date which follows the Effective Protection Termination Date there are Unsettled Reference Obligations, a portion of the Most Junior Classes of Notes shall remain Outstanding. Such Classes of Notes shall be redeemed in part, in the Order of Priority, as the number of Unsettled Reference Obligations reduces.

Redemption upon Tax Redemption Event

Following the occurrence of a Tax Redemption Event, the Issuer shall, if so requested in writing by the holders of at least 25 per cent. of the Instructing Class of Notes then outstanding or by way of an Extraordinary Resolution of the holders of the Instructing Class of Notes then outstanding, and subject to certain conditions, designate a Note Payment Date as the Tax Redemption Date on giving not less than thirty (30) days' and not more than forty-five (45) days' notice to the Noteholders. See "Terms and Conditions of the Notes — Condition 7(e) (Optional Redemption of the Notes in Whole for Tax Reasons)".

Regulatory Event A Regulatory Event will occur if:

(a) the a Protection Buyer receives a Regulator Notification; or

(b) in the sole opinion of a Protection Buyer, there is a material adverse change in the relevant Protection Buyer's ability to reflect the full regulatory capital benefit of the transaction contemplated by the relevant Credit Protection Deed as anticipated by the relevant Protection Buyer on the Effective Date (determined by reference to the Relevant Regulations) as a result of the enactment or effective date of or supplement or amendment to, or a change in, law, policy or official interpretation of any relevant regulations (other than the entry into force and implementation of the Relevant Regulations) or as a result of any official communication, interpretation or determination made by any relevant regulatory authority,

in each case occurring after the Effective Date and which cannot be avoided by the relevant Protection Buyer using commercially reasonable efforts. The relevant Protection Buyer shall be required, as a condition precedent to its ability to designate an Effective Protection Termination Date following the occurrence of Regulatory Event, to supply a certificate, signed by two managing directors (or other substantially equivalent title) of the relevant Protection Buyer, confirming the occurrence of such Regulatory Event and containing a description in reasonable detail of the facts relevant to the determination that a Regulatory Event has occurred, together with all relevant calculations involved in such determination.

Note Events of Default The Note Events of Default are set out in Condition 11 (Note Events of Default) and include, without limitation, (a) unremedied defaults by the Issuer relating to the payment of principal or interest on the

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Notes or relating to the performance of its other obligations under or in respect of the Notes for a specified period, (b) insolvency of the Issuer and (c) illegality.

Subject to the terms of the Trust Deed, and subject to being indemnified and/or secured and/or prefunded to its satisfaction, if a Note Event of Default occurs and is continuing the Trustee may, at its discretion, and shall, if so requested in writing by the holders of at least 25 per cent. of the Adjusted Principal Balance of the Instructing Class of Notes or if so directed by an Extraordinary Resolution of the holders of the Instructing Class of Notes, deliver a Note Enforcement Notice to the Issuer, the Principal Paying Agent, the Account Bank, the Custodian, the Cash Administrator and the Protection Buyers, declaring the Notes to be immediately due and payable and the Security shall become enforceable on the Enforcement Date.

Subject to the terms of the Trust Deed, at any time after the Enforcement Date, the Trustee may at its discretion and without notice, institute or take such proceedings, steps or other action as it thinks fit to enforce the provisions of the Notes or the Transaction Documents, but it shall not be bound to take any such proceedings, actions or steps unless (a) so requested in writing by the holders of at least 25 per cent. of the Adjusted Principal Balance of the Instructing Class of Notes or (b) so directed by an Extraordinary Resolution of the holders of the Instructing Class of Notes, and, in any case, it has been indemnified and/or secured and/or prefunded to its satisfaction in respect of all Liabilities to which it may thereby become liable or which it may incur by so doing.

Taxation of Payments on the Notes

All payments of principal and interest in respect of the Notes shall be made free and clear of, and without withholding or deduction for or on account of, any present or future Taxes unless the Issuer, the Trustee or the Principal Paying Agent is required by applicable law to make any payment in respect of the Notes subject to any such withholding or deduction. In that event, the Issuer, the Trustee or the Principal Paying Agent (as the case may be) shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so required to be withheld or deducted. None of the Issuer, the Trustee or the Principal Paying Agent will be obliged to make any additional payments to Noteholders in respect of such withholding or deduction.

However, if the a Protection Buyer elects to pay additional amounts to the Issuer that cover the amount of any such withholding or deduction (which such Protection Buyer is under no obligation to do), the Issuer shall pay such additional amounts as will result in the receipt by the Noteholders of such amounts as would have been received by them if no such withholding or deduction had been required.

In the event that the Issuer is or will be required to withhold or deduct an amount in respect of any Tax from payments to the Noteholders, or such Protection Buyer is or will be required to withhold or deduct an amount in respect of any Tax from payments to the Issuer under the relevant Credit Protection Deed, and such Protection Buyer has elected not to pay any additional amount under the relevant Credit Protection Deed to cover the amount of such withholding or deduction, the Notes may be redeemed in accordance

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with Condition 7(e) (Optional Redemption of the Notes in whole for Tax Reasons)".

United Kingdom Taxation See "Taxation of Noteholders – United Kingdom Taxation".

Irish Taxation See "Taxation of Noteholders – Irish Taxation".

Conditions References to the Conditions (or any Condition) are to the terms and conditions of the Notes in the form scheduled to the Trust Deed, as those terms and conditions may be modified from time to time in accordance with the terms of the Trust Deed. See "Terms and Conditions of the Notes".

Credit Protection Deeds On the Closing Date, the Issuer will enter into the Junior Credit Protection Deed with Santander Consumer (UK) plc as Junior Protection Buyer and into the Senior Credit Protection Deed with Santander UK plc as Senior Protection Buyer pursuant to which the Issuer will provide credit protection in respect of a number of Reference Borrowers and the related Reference Obligations. The principal terms of the Credit Protection Deeds will be as set out below.

Protection Fee Amounts As the buyer of credit protection, the Protection Buyers will make periodic payments of the Protection Fee Amounts to the Issuer.

The Reference Portfolio and Reference Obligations

The Protection Buyers designated, with respect to the Portfolio Cut-Off Date, the Reference Portfolio which shall be the subject of the Credit Protection Deeds. The Reference Portfolio will, at any time, consist of a pool of Reference Borrowers and the related Reference Obligations at that time, which may or may not have been originated or acquired by either Protection Buyer. Each Reference Obligation shall comply with the Eligibility Criteria on the Portfolio Cut-Off Date. The Reference Portfolio may be amended from time to time, as further described in "Credit Protection Deeds – Reference Portfolio".

Portfolio Cut-Off Date 30 November 2019

Reference Obligation Notional Amount

The Protection Buyers have designated a Reference Obligation Notional Amount in respect of each Reference Obligation in the Reference Registry. The Reference Obligation Notional Amount of a Reference Obligation may be reduced as a result of a Reduction in the manner described in "Credit Protection Deeds – Reference Obligation Notional Amount".

Reference Registry Each Protection Buyer will be required to maintain a registry specifying certain detailed information in respect of each Reference Obligation and Reference Borrower. See "Reference Registry" below for a description of the contents of the Reference Registry.

Servicing The administration, collection and enforcement of each Reference Obligation, including the enforcement of any security granted in respect thereof, shall be carried out by the Relevant Lender or a servicing agent in its capacity as a servicer (the "Servicer") on behalf of the Relevant Lender. See "Overview of Lending Market and Origination and Servicing of Reference Obligations".

Credit Events Subject to the occurrence of one or more Credit Events and certain other conditions, the Issuer may become liable to make payments of positive Protection Payment Amounts to the Protection Buyers. A Credit Event means, with respect to a Reference Borrower,

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Bankruptcy, Failure to Pay, Restructuring or Voluntary Termination. See "Credit Protection Deeds – Credit Events".

Following the occurrence of a Credit Event with respect to a Reference Borrower, the relevant Protection Buyer may elect to deliver a Credit Event Notice in respect of that Reference Borrower.

Loss Determination Following the occurrence of a Credit Event in respect of a Reference Borrower, if a Protection Buyer elects to make a credit protection claim then, subject to the satisfaction of certain Conditions to Settlement, the Calculation Agent will determine an Initial Loss Amount and, subsequently, a Final Loss Amount in respect of the Reference Obligation(s) of the relevant Reference Borrower. The Final Loss Amount will be equal to:

(i) in respect of a Defaulted Reference Obligation in respect of which a Failure to Pay, Bankruptcy or Voluntary Termination has occurred, an amount, which may be positive or negative, equal to:

(A) the Defaulted Notional Amount in respect of that Defaulted Reference Obligation on the Loss Determination Date minus the Total Recoveries in respect of that Defaulted Reference Obligation, provided that such amount may not be less than zero or greater than the accounting loss recorded by the Relevant Lender in respect of that Defaulted Reference Obligation (the "Total Loss Amount"); minus

(B) the Initial Loss Amount (if any) in respect of that Defaulted Reference Obligation; and

(ii) in respect of a Defaulted Reference Obligation in respect of which a Restructuring has occurred and the Conditions to Settlement have been satisfied, the Credit Loss Event Amount in respect of that Restructuring,

provided that, if the Loss Determination Date in respect of that Defaulted Reference Obligation occurs pursuant to limb (c) of the definition of Loss Determination Date, the Calculation Agent shall estimate the Final Loss Amount in respect of that Defaulted Reference Obligation acting in good faith and in a commercially reasonable manner based on the provisions in respect of such Defaulted Reference Obligation used in such Protection Buyer's financial accounts, which are determined and using such information regarding the Total Recoveries and the Credit Loss Event Amount (as applicable) as is available to it at the time of such Loss Determination Date.

See "Credit Protection Deeds – Calculation of Final Loss Amounts".

Protection Payment Amounts Following the satisfaction of the Conditions to Settlement and the completion of the loss determination and verification procedures described above, the Calculation Agent will ascertain the positive Protection Payment Amounts payable by the Issuer to the relevant Protection Buyer or the Protection Payment Adjustment Amounts payable by the relevant Protection Buyer to the Issuer, as applicable, and notify the Issuer, the Trustee and the Cash Administrator

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thereof. For the avoidance of doubt, the Protection Payment Amounts may be either positive or negative.

On the Payment Date immediately following a Calculation Date on which a Protection Payment Amount is:

(a) a positive amount, the Protection Seller will pay such Protection Payment Amount to the relevant Protection Buyer; and

(b) a negative amount, the relevant Protection Buyer will pay the absolute value of such Protection Payment Amount to the Protection Seller (such absolute value a "Protection Payment Adjustment Amount").

The above is more fully described in "Credit Protection Deeds – Protection Payment Amounts and Protection Payment Adjustment Amounts".

Note Proceeds On the Closing Date, the proceeds of the Class A Notes, the Class B Notes and the Class E Notes will be deposited by the Issuer into the Senior Cash Deposit Account. The proceeds of the Class C Notes, the Class D1 Notes and the Class D2 Notes will be deposited by the Issuer into the Junior Cash Deposit Account.

Pursuant to the Junior Cash Deposit Bank Agreement, the Junior Cash Deposit Bank shall pay interest on the junior cash deposit (the "Junior Cash Deposit") at a rate of interest agreed from time to time between the Issuer and the Junior Cash Deposit Bank, and shall pay to the Issuer from and to the extent of the credit balance of the Junior Cash Deposit Account such amount as may be required by the Issuer from time to time to pay positive Tranche C Protection Payment Amounts, Tranche D1 Protection Payment Amounts and Tranche D2 Protection Payment Amounts to the Junior Protection Buyer or principal in redemption of the Class C Notes, the Class D1 Notes and the Class D2 Notes.

Pursuant to the Senior Cash Deposit Bank Agreement, the Senior Cash Deposit Bank shall pay interest on the senior cash deposit (the "Senior Cash Deposit") at a rate of interest agreed from time to time between the Issuer and the Senior Cash Deposit Bank, and shall pay to the Issuer from and to the extent of the credit balance of the Senior Cash Deposit Account such amount as may be required by the Issuer from time to time to pay positive Tranche A Protection Payment Amounts, Tranche B Protection Payment Amounts and Tranche E Protection Payment Amounts to the Senior Protection Buyer or principal in redemption of the Class A Notes, the Class B Notes and the Class E Notes.

Junior Cash Deposit Bank Downgrade Event

If the Junior Cash Deposit Bank or any Relevant Guarantor (if any) thereof cease to have the Junior Cash Deposit Bank Required Rating or any such rating is withdrawn (any such event being a "Junior Cash Deposit Bank Downgrade Event"), then the Junior Cash Deposit Bank shall at its own cost and expense, within thirty (30) Note Business Days of such Junior Cash Deposit Bank Downgrade Event either:

(i) transfer all of its rights and obligations under the agreement to a replacement third party Junior Cash Deposit Bank that

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has the Junior Cash Deposit Bank Required Rating (the "Replacement Junior Cash Deposit Bank");

(ii) designate a date within such period as the Securities Collateral Start Date and, on such date, effect a withdrawal from the Junior Cash Deposit Account of an amount equal to the then Adjusted Principal Balance of the Class C Notes, the Class D1 Notes and the Class D2 Notes and a corresponding credit to the Cash Custody Account; or

(iii) take such other action as may be agreed between the Parties, which may include the Junior Cash Deposit Bank entering into arrangements to collateralise its obligations under the agreement by posting securities collateral to a custody account in the name of the Junior Cash Deposit Bank and granting security over such custody account in favour of the Issuer on terms satisfactory to the Issuer and the Trustee.

Eligible Securities Eligible Securities are debt securities which:

(i) are an Obligation of the UK government;

(ii) are denominated in GBP;

(iii) have a maturity date that is not later than the date falling two (2) Note Business Days prior to the next occurring Note Payment Date; and

(iv) are held with a depository, meaning Euroclear, Clearstream, Luxembourg or The Depository Trust Company.

The process of selecting Eligible Securities is described in more detail in the Collateral Management Agreement.

Cash Administration Accounts All payments of (a) Protection Fee Amounts will, upon receipt, be deposited into the Issuer Account and (b) the proceeds of the Notes, any Protection Payment Adjustment Amounts and all other amounts received by the Issuer (other than the proceeds of the Notes and of Protection Payment Adjustment Amounts) will, upon receipt, be deposited into the Senior Cash Deposit Account (in respect of the Class A Notes, the Class B Notes and the Class E Notes) and the Junior Cash Deposit Account (in respect of the Class C Notes, the Class D1 Notes and the Class D2 Notes).

The Issuer Account shall be established and maintained in the name of the Issuer at the Account Bank, the Junior Cash Deposit Account shall be established and maintained in the name of the Issuer at the Junior Cash Deposit Bank, and the Senior Cash Deposit Account shall be established and maintained in the name of the Issuer at the Senior Cash Deposit Bank.

Security

Security Documents The Security Documents will be comprised of the Deed of Charge and any other security document purporting to create security entered into from time to time by the Issuer in favour of the Trustee for the benefit of the Secured Creditors.

Secured Creditors As at the Closing Date, the Secured Creditors will be the Junior Cash Deposit Bank, the Senior Cash Deposit Bank, the Account Bank, the Cash Administrator, the Trustee (for itself), the Agents, the Calculation Agent, the Custodian, the Collateral Manager, the

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Noteholders, the Protection Buyers, the Corporate Services Provider and any Receiver.

Charged Assets Under the Deed of Charge, the Issuer will grant to the Trustee, among other things, a first fixed charge over the Benefit of the Charged Accounts and the Collateral Securities and an assignment of the Benefit under each Transaction Document (other than the Corporate Services Agreement, the Trust Deed and the Security Documents).

After the Enforcement Date, the proceeds of realisation of the Charged Assets will be allocated and applied by the Trustee in accordance with clause 15.1 (Post Enforcement Priority of Payments) of the Deed of Charge.

Limited Recourse The Notes will constitute secured, limited recourse obligations of the Issuer. Notwithstanding any provisions of the Security Documents or of any Transaction Document, all payments of principal and interest to be made by the Issuer under the Notes and all payments to be made by the Issuer to the Secured Creditors under the Transaction Documents will be payable only from the sums paid to, or net proceeds recovered by or on behalf of, the Issuer or the Trustee in respect of the Charged Assets and in accordance with the applicable priority of application specified in clause 9 (Priority of Payments) of the Trust Deed. There will be no other assets of the Issuer available for any further payments by the Issuer. The Trustee and each other Secured Creditor will look solely to such sums, proceeds and the rights of the Issuer in respect of the Charged Assets in accordance with the terms of the Security Documents for payments to be made by the Issuer. Having enforced the Security and distributed the net proceeds thereof in accordance with the terms of the Trust Deed, none of the Trustee or any other Secured Creditor may take any further steps against the Issuer to recover any unpaid sum or undischarged payment obligation, and the Issuer's liability for any such sum shall be extinguished.

Transaction Documents As at the Closing Date, the Transaction Documents will be the Agency Agreement, the Junior Cash Deposit Bank Agreement, the Senior Cash Deposit Bank Agreement, the Cash Administration Agreement, the Deed of Charge, the Credit Protection Deeds, the Account Bank Agreement, the Corporate Services Agreement, the Custody Agreement, the Collateral Management Agreement, any other Security Documents and the Trust Deed.

Particulars of the dates of, parties to and general nature of each Transaction Document are set out in various sections of this Information Memorandum.

Form and Denomination of Notes

The Notes will be in bearer form. Each Class of Notes will initially be represented by a Temporary Global Note in bearer form without interest coupons or principal receipts attached, each of which is expected to be deposited with the Common Depositary on or about the Closing Date. Interests in each Temporary Global Note are exchangeable forty (40) days after the Closing Date, provided certification of non-U.S. beneficial ownership by the relevant Noteholders has been received, for interests in a Permanent Global Note in bearer form without interest coupons or principal receipts attached (each of which will also be deposited with the Common Depositary). Definitive Notes, evidencing holdings of Notes, will only be available in certain limited circumstances. The Notes will

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be issued in minimum denominations of GBP 100,000 (and integral multiples of GBP 1,000 in excess thereof). See "Form of Notes".

Registration The Notes have not been and will not be registered under the Securities Act. The Notes are being offered outside the United States in accordance with Regulation S and may not at any time be offered or sold within the United States or to U.S. Persons. The Notes may not at any time be transferred or sold to or for the account of a U.S. Person. See "Subscription and Sale".

Governing Law The Junior Cash Deposit Bank Agreement, the Senior Cash Deposit Bank Agreement, the Account Bank Agreement, the Cash Administration Agreement, the Agency Agreement, the Custody Agreement, the Subscription Agreement, the Collateral Management Agreement, the Credit Protection Deeds, the Notes, the Trust Deed, the Deed of Charge and any non-contractual obligations arising out of or in connection with them will be governed by, and will be construed in accordance with, English law and the parties have submitted to the exclusive jurisdiction of the English courts for all purposes in connection with such documents.

The Issuer will appoint CSC Capital Markets UK Limited in England to accept service of process on its behalf in connection with such documents.

The Corporate Services Agreement will be governed by the laws of Ireland.

Listing Application has been made to Euronext Dublin for the Notes to be admitted to the Official List and trading on its Global Exchange Market. There can be no assurance that any such listing will be maintained.

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RISK FACTORS

The following is a summary of certain aspects of the Notes, the Issuer and the related transactions and Transaction Parties about which prospective Noteholders should be aware. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this Information Memorandum, including the risk factors detailed below. This summary is not intended to be exhaustive, and prospective Noteholders should make their own independent evaluations of all risk factors and should also read the detailed information set out elsewhere in this Information Memorandum prior to making an investment decision.

Investor Suitability

Investor Considerations

The Notes are complex securities and prospective investors should ensure that they have sufficient knowledge, experience and access to professional advisers with the expertise necessary to evaluate the information contained in this Information Memorandum and to make their own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Notes and that they consider the suitability of the Notes as an investment in light of their own circumstances and financial condition. An investor should not purchase Notes unless it understands the principal repayment, credit, liquidity, market and other risks associated with the Notes, including the risks relating to obligors' rights under the CCA.

The Notes may not be a suitable investment for all investors

Each potential investor in the Notes must determine the suitability of such investment in light of its own financial and risk circumstances. In particular, each potential investor should:

(a) be capable of bearing the economic risk of an investment in the Notes for the period up until the date on which the Notes mature and understand that the terms of the Notes are such that they may suffer a loss of some or all of their original principal investment;

(b) recognise that in case the Notes need to be sold prior to maturity, the investor may have to do so at a substantial discount from the initial price, and as a result may suffer substantial losses;

(c) have read and understand the terms of the Credit Protection Deeds at the time of investment and understand the risks associated with an indirect exposure to such agreements and understand that its exposure is synthetic and is to a blind pool of Reference Obligations under the Credit Protection Deeds;

(d) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes;

(e) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio;

(f) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes where the currency for principal or interest payments is different from the potential investor's currency;

(g) understand thoroughly the terms of the Notes and be familiar with the behaviours of any relevant financial markets;

(h) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks; and

(i) undertake such due diligence as it deems necessary in the circumstances in relation to each Protection Buyer and its business practices, the Reference Portfolio and the manner in which Recoveries may be determined.

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Investors may not rely on any Transaction Party in connection with its determination as to the legality of acquisition of the Notes or as to the other matters referred to in these risk factors. Neither the Issuer nor any of the other Transaction Parties is acting as an investment adviser, or assumes any fiduciary obligation, to any investor in the Notes. The Transaction Parties do not assume any responsibility for conducting or failing to conduct any investigation into the business, financial condition, prospects, creditworthiness, status and/or affairs of any Reference Borrower or any other Transaction Party.

The Notes are not a suitable investment for all investors. The Notes are not a conventional investment and carry various unique investment risks, which prospective investors should understand clearly before investing in the Notes. In particular, an investment in the Notes involves the risk of a partial or total loss of investment. An investment in the Notes does not provide the same exposure as a direct investment in the Credit Protection Deeds or any underlying Reference Obligation.

Noteholders will have no direct rights against any party other than the Issuer and in certain circumstances will only have indirect rights against the Issuer via the Trustee.

Tax consequences of holding the Notes

Potential investors should consider the tax consequences of investing in the Notes and consult their tax adviser about their own tax situation.

Considerations Related to the Notes

Obligations of the Issuer, Limited Assets and Liability under the Notes

The Issuer is a special purpose financing entity with no business operations other than the issue of the Notes and the entering into of the Transaction Documents. The Notes are limited recourse obligations of the Issuer and amounts due in respect of the Notes are payable only to the extent that the Issuer receives monies due to it under the Transaction Documents. The Issuer will not have any other funds available to it to meet its obligations under the Notes and its obligations ranking in priority to, or pari passu with, the Notes. Following enforcement of the Security, the only funds available to the Trustee for and on behalf of the Noteholders and the other Secured Creditors will consist solely of the proceeds of enforcement of the Security. The Noteholders will have no right to proceed directly against, amongst others, the Protection Buyers in respect of the Credit Protection Deeds or to take title to, or possession of, the Security.

In the event that the Issuer is subject to bankruptcy proceedings in Ireland, the bankruptcy laws of Ireland may not be as favourable as, or may otherwise be different from, the laws of other jurisdictions of which Noteholders may be familiar in certain areas, including creditors' rights, priority of creditors, debts mandatorily preferred by law, the ability to obtain post-petition interest and the duration of the insolvency proceeding.

The Issuer is the only entity responsible for making any payments on the Notes. The Notes will be obligations of the Issuer only and will not be obligations or responsibilities of, or guaranteed by, any other person or entity. In particular, the Notes will not be obligations or responsibilities of, and will not be guaranteed by, any of the other Transaction Parties or any person affiliated with them.

If distributions of amounts received by the Issuer under the Transaction Documents and, after enforcement of the Security, the proceeds of enforcement of the Security are insufficient to make payments on the Notes in full, no other assets will be available for payment of any such shortfall and, following realisation of the Security, no debt shall be owed by the Issuer in respect of any such shortfall. Although the Trustee will hold the benefit of the Security created under the Security Documents for the benefit of the Noteholders, such Security will also be held for the benefit of certain other Secured Creditors (including the Protection Buyers) that will rank ahead of the Noteholders. The entitlement of the Noteholder will be limited to the proceeds of the enforcement of the Security applied in accordance with the Post Enforcement Priority of Payments and will rank junior to (1) payment of all fees, costs, expenses and all other amounts then due and unpaid to the Trustee and any Receiver appointed pursuant to the Deed of Charge (including amounts by way of indemnity), (2) payment of any amounts due from the Issuer to any applicable tax authority, (3) payment pari passu and rateably to the other Operating Creditors of any Operating Expenses due and unpaid to such Operating Creditors and in respect of any fees or other amounts owing to the Process Agent in accordance with the terms of the Process Agent Letter, (4) payment or satisfaction of all amounts then due and unpaid to the Protection Buyers under the terms of the Credit Protection Deeds and (5) in respect of

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each More Senior Class of Notes (if any), payment pari passu and rateably of all interest and principal then due and unpaid in respect of such Class of Notes.

Accordingly, the Noteholders may receive on redemption an amount less than the face value of their Notes and the Issuer may be unable to pay, in full, interest due on the Notes.

Limited Funds Available to the Issuer to Pay Operating Expenses

The funds available to the Issuer to pay Operating Expenses are subject to receipt of such payment from the Protection Buyers. If such funds are not sufficient to pay such Operating Expenses the ability of the Issuer to operate effectively may be impaired, and it may not be able to defend or prosecute legal proceedings that may be brought against it or that it might otherwise bring to protect the interests of the Issuer.

Issuer's Third Party Litigation

The Issuer's investment activities subject it to the normal risks of becoming involved in litigation by third parties. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would be borne by the Issuer and would reduce the amounts available for distribution and the Issuer's net assets.

Uncertainty of redemption date since it is linked to the Termination Date under the Credit Protection Deeds

The redemption date of the Notes is not fixed and is linked to the Termination Date under each Credit Protection Deed. The Termination Date under each Credit Protection Deed may fall a significant period after 25 October 2024 (being the Scheduled Redemption Date) because, for example, of Reference Borrowers in respect of which Credit Events have occurred but in respect of which the Verified Loss Amount has not yet been confirmed as at that Scheduled Redemption Date.

Conversely, the redemption date of the Notes may arise much earlier than the Scheduled Redemption Date if, for instance, the Termination Date under each Credit Protection Deed occurs earlier as a result of an event of default or certain other termination events under each Credit Protection Deed. The circumstances in which the Termination Date may occur earlier than scheduled under each Credit Protection Deed are set out in more detail in each Credit Protection Deed – see "Credit Protection Deeds" below. No mark-to-market value will be payable by or to the Issuer in respect of any such early occurrence of the Termination Date. In these circumstances, the Noteholders will not have the benefit of any further positive performance in respect of the Notes and each Class of Notes will be redeemed in Order of Seniority at its Adjusted Principal Balance.

Non-Petition

None of the Noteholders or the parties to the Transaction Documents shall be entitled at any time to institute against the Issuer, or join in any institution against the Issuer, any Insolvency Proceedings for so long as the Notes are Outstanding or for two (2) years and a day after all sums outstanding and owing in respect of the Notes have been paid in full, provided that the Trustee may prove or lodge a claim in liquidation or bankruptcy of the Issuer initiated by another party and provided further that the Trustee may take proceedings to obtain a declaration or similar judgment or order as to the obligations and liabilities of the Issuer under the Trust Deed.

No Market for the Offered Notes; Lack of Liquidity

The offered Notes are a new issue of securities for which there is currently no market. Neither the Issuer nor the Lead Manager intend to create a market for the offered Notes. Accordingly, no assurance can be given as to the development or liquidity of any market for the offered Notes. Because there is currently no market for the offered Notes, investors must be able to bear the risks of their investment in the offered Notes for an indefinite period of time.

Lack of Liquidity in the Secondary Market May Adversely Affect the Market Value of the Notes

The secondary market for asset-backed securities has in the past experienced severe disruptions resulting from reduced investor demand for such securities. This has had a material adverse impact on the market

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value of asset-backed securities and resulted in the secondary market for asset-backed securities experiencing very limited liquidity during such severe disruptions. If limited liquidity were to occur in the secondary market it could have an adverse effect on the market value of asset-backed securities and instruments similar to the Notes, especially those securities that are more sensitive to prepayment, credit or interest rate risk and those securities that have been structured to meet the requirements of limited categories of investors. Consequently, an investor in the Notes may not be able to sell or acquire credit protection on its Notes readily and market values of the Notes are likely to fluctuate. Any fluctuations may be significant and could result in significant losses to an investor. It is not known whether such market conditions will reoccur.

Allocations of Loss

Upon satisfaction of the Conditions to Settlement in respect of one or more Reference Obligations under the relevant Credit Protection Deed and following the determination of a positive Protection Payment Amount in respect of such Reference Obligations, the Issuer may be obliged to pay that Protection Payment Amount to the relevant Protection Buyer on a Note Payment Date. Losses will be allocated to each tranche of the Reference Portfolio in the Reverse Order of Seniority to determine the Protection Payment Amount for each Class of Notes. If the Issuer is required to pay such an amount to such Protection Buyer, the Adjusted Principal Balance of the corresponding Class of Notes will be reduced on such Note Payment Date, without any commensurate payment to Noteholders, by an amount equal to such positive Protection Payment Amount.

Interest Entitlement

The amount of interest payable on each Class of Notes in respect of a Note Payment Date will be determined by reference to the Adjusted Principal Balance of that Class of Notes and reductions in the Adjusted Principal Balance of that Class of Notes will reduce the amount of such interest payable on that Class of Notes accordingly.

Volatility

The market value of the Notes may fluctuate with changes in prevailing rates of interest, market perceptions of the risks associated with the Notes, supply and other market conditions. Consequently, any sale of Notes by Noteholders in any secondary market which may develop may be at a discount to the original purchase price of such Notes.

Delays in Redemption Related to the Calculation of the Protection Payment Amounts

The Notes will be subject to mandatory or optional redemption in accordance with Condition 7 (Redemption, Reduction, Reinstatement and Cancellation), but redemption payments may be delayed in certain circumstances where Verified Loss Amounts have not been calculated under the Credit Protection Deeds in respect of any outstanding Credit Events as of the date of such redemption.

Since the Protection Buyers may deliver a Credit Event Notice at any time after the occurrence of a Credit Event, Credit Event Notices may have been delivered in respect of one or more Defaulted Reference Obligations on or prior to the Effective Protection Termination Date but the related Verified Loss Amount may not have been determined as of such date. In such circumstances, a portion of the Most Junior Classes of Notes, as determined pursuant to the Reverse Order of Seniority, equal to the Note Extension Amount shall remain outstanding until the end of the Extension Period.

During the Extension Period, any Notes remaining outstanding shall continue to bear interest, payable monthly in arrear at the rate specified in Condition 6 (Interest).

Early Redemption of the Notes

Subject to the Conditions, early redemption of each Class of Notes may occur in any of the following circumstances, in each instance at the Adjusted Principal Balance of such Class of Notes:

(a) in whole, following any early occurrence of the Effective Protection Termination Date under the relevant Credit Protection Deed, including:

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(i) at the option of the relevant Protection Buyer following the occurrence of a Regulatory Event or a Clean-Up Call Event; or

(ii) in whole, upon the occurrence of an Illegality, a Tax Event (under the Junior Credit Protection Deed only), a Note Tax Event or a Note Illegality Event; and

(b) in whole, upon the occurrence of a Note Event of Default.

Regulatory Event

The Credit Protection Deeds define "Regulatory Event" as meaning that:

(a) the Protection Buyer receives a Regulator Notification; or

(b) in the sole opinion of the Protection Buyer, there is a material adverse change in either Protection Buyer's ability to reflect the full regulatory capital benefit of the transaction contemplated by the relevant Credit Protection Deed as anticipated by such Protection Buyer on the Effective Date (determined by reference to the Relevant Regulations) as a result of the enactment or effective date of or supplement or amendment to, or a change in, law, policy or official interpretation of any relevant regulations (other than the entry into force and implementation of the Relevant Regulations) or as a result of any official communication, interpretation or determination made by any relevant regulatory authority,

in each case occurring after the Effective Date and which cannot be avoided by either Protection Buyer using commercially reasonable efforts. The Protection Buyer shall be required, as a condition precedent to its ability to designate an Effective Protection Termination Date following the occurrence of Regulatory Event, to supply a certificate, signed by two managing directors (or other substantially equivalent title) of such Protection Buyer, confirming the occurrence of such Regulatory Event and containing a description in reasonable detail of the facts relevant to the determination that a Regulatory Event has occurred, together with all relevant calculations involved in such determination.

Enforcement and Trustee Action

If a Note Event of Default occurs and is continuing, then the Trustee may, at any time, and shall, if so directed in writing by an Extraordinary Resolution of the holders of the Instructing Class of Notes or if so requested in writing by the holders of at least 25 per cent. of the aggregate Adjusted Principal Balance of the Instructing Class of Notes (but subject to the Trustee having been indemnified and/or secured and/or prefunded to its satisfaction), deliver a Note Enforcement Notice to the Issuer declaring the Notes to be due and payable on the date which is two (2) Note Business Days following the delivery of such Note Enforcement Notice and the Security shall become enforceable by the Trustee in accordance with the Security Documents.

Ratings assigned to the Notes may be lowered or withdrawn after you purchase the Notes, which may lower the market value of the Notes

Each Class of Rated Notes is expected to be assigned a rating by Moody's on or before the Closing Date. The Issuer has also solicited ratings from Kroll for each Class of Rated Notes, but the ratings are not anticipated to be assigned before the Closing Date. The ratings assigned by Moody's and anticipated to be assigned by Kroll to the each Class of Rated Notes address the likelihood of full and timely payment to Noteholders of all payments of interest on each Note Payment Date under that class of Notes in accordance with the terms of the Transaction Documents and the terms and conditions of the Notes. The ratings also address the likelihood of "ultimate" payment of principal by the Final Redemption Date of each class of Rated Notes.

A credit rating is not a recommendation to buy, sell or hold securities and any Rating Agency may qualify, suspend, lower its rating or withdraw its rating for any reason, including as a result of changes in, or unavailability of, information or a revision of its relevant rating methodology or if, in the sole judgment of the Rating Agency, the credit quality of the Notes has declined or is in question or circumstances so warrant. If any rating assigned to the Notes is subsequently qualified, suspended, lowered or withdrawn, the market value of the Notes may be reduced.

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In general, European regulated investors are restricted under the CRA Regulation from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU and registered under the CRA Regulation (and such registration has not been withdrawn or suspended, subject to transitional provisions that apply in certain circumstances). Such general restriction will also apply in the case of credit ratings issued by non-EU credit rating agencies, unless the relevant credit ratings are endorsed by an EU-registered credit rating agency or the relevant non-EU rating agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or suspended, subject to transitional provisions that apply in certain circumstances). The list of registered and certified rating agencies published by ESMA on its website in accordance with the CRA Regulation is not conclusive evidence of the status of the relevant Rating Agency included in such list, as there may be delays between certain supervisory measures being taken against a relevant Rating Agency and the publication of the updated ESMA list. The rating expected to be assigned to each class of Rated Notes by Moody's is set out above.

The issuance of unsolicited ratings on your Notes could adversely affect the market value of your Notes and/or liquidity of your Notes

Other credit rating agencies that have not been engaged to rate the Rated Notes by the Issuer may issue unsolicited credit ratings on the Notes at any time. Any unsolicited ratings in respect of the Notes may differ from the ratings expected to be assigned by Moody's, as reflected in this Information Memorandum, and the ratings KBRA is anticipated to assign to the Rated Notes following the Closing Date. Issuance of an unsolicited rating which is lower than the ratings assigned by Moody's or KBRA in respect of the Notes may adversely affect the market value and/or the liquidity of the Notes.

Risks related to the Transaction Parties

The Issuer's Reliance on Certain Transaction Parties

The Issuer is a party to contracts with a number of third parties who have agreed to perform certain services in relation to, amongst other things, the Notes. For example, each Protection Buyer has agreed to enter into a Credit Protection Deed with the Issuer; the Corporate Services Provider has agreed to provide various corporate services to the Issuer; and the Junior Cash Deposit Bank, the Senior Cash Deposit Bank, the Cash Administrator, the Account Bank, the Principal Paying Agent, the Agent Bank, the Custodian and the Collateral Manager have agreed to provide, amongst other things, payment, administration, calculation, custodial and collateral management services in connection with the Notes. In the event that any relevant third party fails to perform its obligations under the respective agreements to which it is a party, the Noteholders may be adversely affected.

Reliance on Creditworthiness and Performance of Transaction Parties

The ability of the Issuer to meet its obligations under the Notes will be dependent, where applicable, upon the payment of all sums due from the Protection Buyers under the Credit Protection Deeds, the payment of all sums due under the Senior Cash Deposit Bank Agreement by the Senior Cash Deposit Bank, the payment of all sums due under the Junior Cash Deposit Bank Agreement by the Junior Cash Deposit Bank (or the proceeds of enforcement of the security for such amounts over any Collateral Securities), the repayment by the Custodian of the cash balance of any Custody Account, the payment by the Principal Paying Agent of payments required pursuant to the Agency Agreement and upon the performance by all Transaction Parties of their respective obligations under the other Transaction Documents.

Accordingly, Noteholders are exposed, among other things, to the creditworthiness of the Protection Buyers, the Junior Cash Deposit Bank, the Senior Cash Deposit Bank, the issuer(s) of any Collateral Securities, the Custodian and the Principal Paying Agent, and should undertake their own due diligence in this regard.

None of the Transaction Parties (other than the Principal Paying Agent and pursuant to that role only) is obliged to make payments to the Noteholders in respect of the Notes. None of the Issuer or any other Transaction Parties guarantees the value of the Notes at any time or is obliged to make good on any losses suffered as a result of Credit Events under the Credit Protection Deeds or otherwise.

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Conflicts

Various potential and actual conflicts of interest may arise between the interests of the Noteholders, on the one hand, and the interests of any of the Transaction Parties, on the other hand, as a result of the various businesses and activities of the Transaction Parties, and none of such persons is required to resolve such conflicts of interest in favour of the Noteholders.

Roles of Transaction Participants

Santander Consumer (UK) plc will be the Junior Protection Buyer, the Cash Administrator, the Calculation Agent and the Note Calculation Agent.

Santander UK plc will be the Senior Protection Buyer, the Junior Cash Deposit Bank, the Senior Cash Deposit Bank and the Collateral Manager.

Citibank, N.A., London Branch will be the Principal Paying Agent, the Agent Bank, the Account Bank and the Custodian. Citicorp Trustee Company Limited will be the Trustee.

Each of Santander Consumer (UK) plc, Santander UK plc, Citicorp Trustee Company Limited, Citibank, N.A., London Branch and/or their respective Affiliates, acting in such capacities in connection with such transactions, will have only the duties and responsibilities expressly agreed to by such entity in the relevant capacity and will not, by virtue of its or any of its Affiliates acting in any other capacity, be deemed to have other duties or responsibilities or be deemed to be held to a standard of care other than as expressly provided with respect to each such capacity.

Other Business of the Protection Buyers

The Protection Buyers and their Affiliates may engage in other business and furnish investment management, advisory and other types of services to other clients whose investment policies differ from those followed by the Protection Buyers under the Credit Protection Deeds and from which they may derive revenues and profits in addition to the fees stated in the various Transaction Documents, without any duty to account to any person therefor. The Protection Buyers may make recommendations to or effect transactions with other clients which may differ from those effected with respect to the Credit Protection Deeds.

Conflicts between the Protection Buyers and the Noteholders

Under the Trust Deed, the Trustee will hold a security interest in the Secured Property for the benefit of, among others, the Noteholders whose rights on an enforcement of the Security will be subordinate to the prior rights of, among others, the Protection Buyers in respect of the Issuer's obligations to the Protection Buyers under the Credit Protection Deeds.

Conflicts between the Noteholders and other creditors

Under the Trust Deed, the Trustee will hold the Security for the benefit of, among others, the Noteholders whose rights on an enforcement of the Security will be subordinate to the prior rights of other creditors in accordance with the Post Enforcement Priorities of Payments.

Conflicts between the Classes of Notes

Subject to the provisions of clause 18.3.5 (Interests of Secured Creditors) of the Trust Deed, the Trustee shall, as regards all the powers, trusts, authorities, duties and discretions vested in it by the Trust Deed and the other Transaction Documents or the Notes, except where expressly provided otherwise, have regard to the interests of all Classes of Noteholders equally, but if, in the sole opinion of the Trustee there is a conflict between the interests of the holders of one or more Classes of Notes, the Trustee shall give priority to the interests of the holders of the Instructing Class of Notes whose interests shall prevail, and so long as any of the Notes remain outstanding, in the exercise of its rights, powers, trusts, authorities and discretions under the Trust Documents, the Trustee is not required to have regard to the interests of the other Secured Creditors.

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Trustee discretion

The Trustee will be entitled to agree, subject to the Issuer having provided the Noteholders with prior notification but without requiring the consent or sanction of the Noteholders or any other Secured Creditors (other than the Protection Buyers) at any time and from time to time, with the Issuer and any other relevant party to any of the Transaction Documents in making any modification (other than in respect of a Basic Terms Modification) to the Conditions, the Trust Documents, the Notes or the other Transaction Documents to which it is a party or over which it has security, or may give its consent to any event, matter or thing, if: (a) in its opinion, the interests of the holders of any individual Class of Notes then Outstanding would not be materially prejudiced thereby; (b) in its opinion, it is required to correct a manifest error or which in the opinion of the Trustee, is of a formal, minor, or technical nature; or (c) in its opinion it is required to comply with any applicable law relating to the Issuer's automatic exchange of information obligations (including pursuant to FATCA and or CRS).

The Trustee may not agree to any modification or waiver of any Transaction Document (including, for the avoidance of doubt, the making of any Basic Terms Modification) or any waiver of any of the Issuer's rights under the Notes, the Trust Deed, the Conditions, the Security Documents or any other Transaction Document without the prior written consent of the Protection Buyers. Further, the Trustee may not exercise any discretion which it may have in contravention of any express direction by an Extraordinary Resolution of the holders of the Instructing Class of Notes or of a request or direction in writing made by the holders of not less than 25 per cent. in aggregate Adjusted Principal Balance of the Instructing Class of Notes. Any such direction of the Noteholders will not affect any previous discretion exercised by the Trustee.

Notes held in Global Form – Book-Entry Interests

Each Class of Notes will initially be held by a common depositary on behalf of Euroclear and/or Clearstream, Luxembourg, in each case in the form of a Global Note which will be exchangeable for Definitive Notes only in limited circumstances. For as long as any Notes are represented by a Global Note held by a common depositary (or its nominee) on behalf of Euroclear and/or Clearstream, Luxembourg, payments of principal, interest (if any) and any other amounts on a Global Note will be made through Euroclear and/or Clearstream, Luxembourg against presentation or surrender (as the case may be) of the relevant Global Note and, in the case of a Temporary Global Note, certification as to non-U.S. beneficial ownership. The holder of the relevant Global Note, being the common depositary (or its nominee) for Euroclear and/or Clearstream, Luxembourg shall be treated by the Issuer and any Paying Agent as the sole holder of the relevant Notes represented by such Global Note with respect to the payment of principal, interest (if any) and any other amounts payable in respect of the Notes.

Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and/or Clearstream, Luxembourg, as the case may be. See "Summary of Provisions Relating to the Notes while in Global Form" below. Investors may hold their interests in such Global Notes directly through Euroclear or Clearstream, Luxembourg if they are accountholders ("Direct Participants") or indirectly ("Indirect Participants" and together with Direct Participants, "Participants") through organisations which are accountholders therein.

Unless and until Definitive Notes are issued, persons acquiring Notes will not be the legal owners or holders of such Notes but will have rights in their capacity as Participants in accordance with the rules and procedures of the relevant Clearing System and, in the case of Indirect Participants, their agreements with Direct Participants (such rights, "Book-Entry Interests"). After payment to the Common Depositary, the Issuer will have no responsibility or liability for the payment of interest, principal or other amounts to Euroclear, Clearstream, Luxembourg, the Common Depositary or to holders of Book-Entry Interests. The nominee for the Common Depositary will be the registered holder and legal owner of the Notes for so long as the Notes are represented by a Global Note. Accordingly, each person owning a Book-Entry Interest must rely on the relevant procedures of the Common Depositary, Euroclear and Clearstream, Luxembourg and, if such person is an Indirect Participant in such entities, on the procedures of the Direct Participant through which such person holds its interest, to exercise any rights of Noteholders under the Trust Deed.

So long as the Notes are in the form of a Global Note, payments of principal and interest on, and other amounts due in respect of, Notes will be made to the Common Depositary. Upon receipt of any payment, Euroclear and Clearstream, Luxembourg will promptly credit Direct Participants' accounts with payments in amounts proportionate to their respective ownership of Book-Entry Interests, as shown on their records. The Issuer expects that payments by Direct Participants or Indirect Participants to owners of interests in

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Book-Entry Interests held through such Participants or Indirect Participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form or registered in 'street name', and will be the responsibility of such Direct Participants or Indirect Participants. None of the Issuer, the Trustee or the Principal Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, the Book-Entry Interests or for maintaining, supervising or reviewing any records relating to such Book-Entry Interests.

Unlike holders of Definitive Notes, holders of the Book-Entry Interests will not have direct rights under the Trust Deed to act upon solicitations of consents or requests by the Issuer for waivers or other actions from Noteholders. Instead, a holder of Book-Entry Interests will be permitted to act only to the extent it has received appropriate proxies to do so from Euroclear or Clearstream, Luxembourg (as the case may be) and, if applicable, Direct Participants. There can be no assurance that procedures implemented for the granting of such proxies will be sufficient to enable holders of Book-Entry Interests to vote on any requested actions on a timely basis. Similarly, upon the occurrence of a Note Event of Default, holders of Book-Entry Interests will be restricted to acting through Euroclear, Clearstream, Luxembourg (as the case may be) unless and until Definitive Notes are issued. There can be no assurance that the procedures to be implemented by Euroclear or Clearstream, Luxembourg under such circumstances will be adequate to ensure the timely exercise of remedies under the Trust Deed or the Deed of Charge.

Considerations Related to the Credit Protection Deeds

Credit Exposure to Reference Obligations

The repayment of principal of and, due to the potential reduction in the principal amount, payment of interest on the Notes is conditional upon the performance of the Reference Borrowers as described herein.

Due to the credit-linked nature of the Notes, investors have a credit exposure to the Reference Obligations via the relevant Credit Protection Deed. Defaults, valuations and actual or estimated losses in respect of the Reference Obligations referenced under the relevant Credit Protection Deed may affect the extent of losses suffered by Noteholders.

Credit exposure via credit derivative transactions (as in the case of credit-linked notes or synthetic collateralised debt obligations) may involve risks that are additional to those which would occur if investors had a direct holding of the Reference Obligations. The terms of the Credit Protection Deeds include, in particular, credit events defined therein and a loss calculation methodology which may result in a different (and potentially greater) risk of loss and (if the measure of loss cannot be measured by reference to ultimate recoveries) a different (and potentially greater) measure of loss as compared to the risk of actual default and ultimate recovery applicable to an actual holding in the relevant Reference Obligations of the Reference Borrower.

The amount repayable in respect of the Notes is dependent in part upon whether, and the extent to which, one or more Credit Events have occurred in relation to any Reference Obligation on or before the date on which the Notes are to be redeemed. The occurrence of a Credit Event may affect the yield to maturity of the Notes, the rate of principal repayments on the Notes and ultimately the Issuer's ability to redeem the Notes in full. Accordingly, the Issuer, and therefore the Noteholders, will have exposure to the credit risk of the Reference Portfolio and the Noteholders may lose some or all of the amounts invested in the Notes as a result of Credit Events occurring with respect to all or a portion of the Reference Portfolio. Investors are referred to the sections entitled "Overview of Lending Market and Origination and Servicing of Reference Obligations", "Description of the Initial Reference Portfolio" and "Historical Performance Data" for more detailed information in respect of the Reference Portfolio and the market.

Upon a positive Protection Payment Amount being paid by the Issuer under the relevant Credit Protection Deed, the aggregate Adjusted Principal Balance of the corresponding Class of Notes will be reduced by such Protection Payment Amount on the relevant Note Payment Date until the Adjusted Principal Balance of such Class of Notes is zero.

Accordingly, Noteholders will be exposed to the credit risk of the Reference Borrowers to the full extent of their investment in the Notes.

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A reduction in the aggregate Adjusted Principal Balance of a Class of Notes will affect the Interest Amount due and payable on such Class of Notes on a Note Payment Date and the amount of principal ultimately payable on such Class of Notes on a Note Payment Date insofar as interest and principal on such Notes will only be paid on such Adjusted Principal Balance.

The Reference Obligations and/or the Reference Obligation Notional Amount of each Reference Obligation may be changed from time to time by the Protection Buyers, subject to certain conditions set out in the relevant Credit Protection Deed. See the sub-section entitled "Reference Obligation Notional Amounts" in the section "Credit Protection Deeds."

No Legal or Beneficial Interest in Reference Obligations

Under the terms of the Credit Protection Deeds, the Issuer will have a contractual relationship only with the Protection Buyers and will not have any recourse to the Reference Borrowers. Furthermore, the Protection Buyers will not be, and will not be deemed to be acting as, the agent or trustee of the Issuer in connection with the exercise of, or the failure to exercise, its rights or powers (if any) arising under or in connection with any Reference Obligation. Consequently, the Credit Protection Deeds does not constitute a purchase, assignment or other acquisition of any interest in any Reference Obligation. The Issuer, therefore, will have rights solely against the Protection Buyers in accordance with the Credit Protection Deeds and will have no recourse against any Reference Borrower or to any Reference Obligations or to any guarantor of any Reference Obligations. The Issuer will have no right directly to enforce compliance by the obligor and/or guarantor of a Reference Obligation with the terms of such Reference Obligation or any rights of set-off against the obligor and/or guarantor of a Reference Obligation or any voting rights with respect to any Reference Obligation. The Issuer will not have the benefits of any remedies that would normally be available to a holder of a Reference Obligation. The Reference Obligations will be administered and enforced by the relevant servicer in accordance with the servicing principles as in force from time to time or equivalent credit and collection policy and servicing principles (see the sections entitled "Overview of Lending Market and Origination and Servicing of Reference Obligations" and "Credit Protection Deeds - Reference Portfolio").

None of the Issuer, the Corporate Services Provider or the Lead Manager has undertaken any legal due diligence in respect of the Reference Portfolio, the Reference Borrowers or the terms of any Reference Obligation.

No Actual Loss

The Issuer is obliged to pay positive Protection Payment Amounts to the Protection Buyers pursuant to the Credit Protection Deeds, irrespective of whether the Protection Buyers have suffered an actual loss or risk of such loss following the occurrence of a Credit Event and regardless of whether it has any legal or beneficial interest in such Reference Obligation, notwithstanding that the Relevant Lender in respect of a Reference Obligation will at all times be a member of the Santander Consolidated Group. Other than in accordance with the calculation of the Protection Payment Amounts pursuant to the Credit Protection Deeds, the Protection Buyers are under no obligation to account, and will not account, for any amount that may be recovered in respect of a Reference Obligation by the holder thereof.

The Credit Protection Deeds are linked to a portfolio of Reference Obligations selected by the Protection Buyers

The Reference Obligations referenced by the Credit Protection Deeds are selected at the discretion of the Protection Buyers. Whilst the Reference Portfolio is required to satisfy certain eligibility criteria (see "Eligibility Criteria" below) and the Credit Protection Deeds set out the process, circumstances and conditions relating to the Reference Portfolio being the subject of a reduction and removal, any selections will be made in the Protection Buyers' sole and absolute discretion and acting in their sole commercial interest.

Investors may not be able to assess the specific risks associated with any particular Reference Obligation nor be able at any time to identify the exact composition of the Reference Portfolio, the probability of a Credit Event occurring, any correlation between Reference Obligations (such that a Credit Event in respect of one Reference Obligation is likely to result in a Credit Event on other Reference Obligations), the probable Recoveries or any other matter which ordinarily would be assessed when a party assumes credit exposure to one or more Reference Obligations. Investors may not at any time rely on the Issuer, the

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Protection Buyers or any of their Affiliates on their behalf to monitor whether or not a Credit Event, potential Credit Event or an event adversely affecting the Reference Borrowers or the Notes has occurred. Furthermore, upon work out of a Credit Event, the terms relating to precisely how the amounts relating to such work out are determined will not be disclosed to Noteholders.

Other than as set out in the terms of the Credit Protection Deeds, no assurance can be given that the Reference Portfolio will be fully compliant with the Eligibility Criteria (as set out in the Credit Protection Deeds) at any time and no representation is given by the Issuer, the Protection Buyers, the Trustee or any other person as to the creditworthiness, expected default rate or expected loss in respect of any Reference Obligation.

Investors must read and understand these criteria carefully in order to understand the potential universe of Reference Obligations which may be referenced by the Credit Protection Deeds and will be selected by the Protection Buyers acting in their own commercial interests (which may conflict with those of the Issuer and the Noteholders). Many of such criteria involve subjective determinations by the Protection Buyers (see further under "Information observed on the Protection Buyers' systems is information which has been prepared for the Protection Buyers' internal use; information may be based on other Relevant Lender information").

The Issuer, the Protection Buyers and/or their Affiliates or any other party may, whether by virtue of the types of relationships described herein or otherwise, at any time, be in possession of information in relation to a Reference Obligation, a Reference Borrower or any obligor relating to a Reference Obligation that is or may be material in the context of the issue of the Notes and that may or may not be publicly available or known to the Noteholders. Neither the Notes nor any of the Transaction Documents create any obligation on the part of the Issuer, the Protection Buyers or any other person to disclose to any Noteholder any such relationship or information (whether or not confidential). Unless otherwise expressly agreed in writing, neither Santander Consumer (UK) plc, Santander UK plc nor any of their respective Affiliates is required to provide any information to the Noteholders at any time regarding the Reference Borrowers or any obligor relating to the Obligation or the prospect or likelihood of the occurrence of a Credit Event in respect of a Reference Borrower.

Information observed on the Protection Buyers' systems is information which has been prepared for the Protection Buyers' internal use; information may be based on other Relevant Lender information

The determination of certain key matters in relation to the Notes and the Credit Protection Deeds (such as whether the Eligibility Criteria have been satisfied, identifying any security or collateral in respect of a Reference Obligation and, if applicable, the Recoveries under the Reference Obligations that will apply in connection with the determination under the Credit Protection Deeds of Verified Loss Amounts in respect of Reference Obligations following the occurrence of a Credit Event (as to which, see "Risks relating to determination of Verified Loss Amounts")) is dependent on certain information observed on each Protection Buyer's internal systems. Such information is prepared for internal purposes and each Protection Buyer and/or their respective Affiliates make no representation (either express or implied), and do not assume any liability, to third parties with respect to, or for, such information. Each prospective investor in the Notes should ensure that it has had such access to such financial and other information concerning the Protection Buyers and their Affiliates and the manner in which the Protection Buyers and their Affiliates run their affairs as it deems necessary and appropriate in order to make an informed investment decision. Furthermore, prospective investors must recognise that the Protection Buyers' systems and procedures may change from time to time, without notification to any third party including the Noteholders, and, in making any such changes, neither the Protection Buyers nor any of their Affiliates is required to take into account the interests of either the Notes or the Noteholders.

In respect of any Reference Obligations, certain key matters may alternatively be determined by reference to information provided by the holder of the relevant underlying obligation in circumstances where, for the purposes of the Credit Protection Deeds, the Relevant Lender is an entity other than the Protection Buyers. Such information will be determined on the basis of such matters as the Relevant Lender deems appropriate without regard to either the existence of the Notes or the considerations of the investors.

No representation or warranty whatsoever is given by the Protection Buyers, any Relevant Lender or any other person as to whether or not such information, data or related determination is accurate or complete or has reasonably been determined.

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Accordingly, investors are wholly subject to the quality of such data and information and the procedures, processes and policies of the relevant provider relating to how such data and information is determined and collated. Investors will have no way of verifying such data and other information and are not entitled to carry out any due diligence on such procedures, processes and policies (which, in any event may change from time to time) and will not have any remedy for any errors or omissions in the preparation of such data or information or in the relevant procedures, processes and policies.

Risks relating to determination of Credit Events

Following the occurrence of each Credit Event, the relevant Protection Buyer will determine, in accordance with the terms of the relevant Credit Protection Deed, whether and when a Credit Event has occurred with respect to a Reference Obligation. Such determination will be verified by the Verification Agent and Noteholders will be bound by such determination. The Protection Buyers will behave in respect of any Reference Obligation without regard to the interests of the Noteholders.

Risks relating to vehicles financed by the Reference Obligations

It may be difficult to trace and repossess a vehicle financed by a Reference Obligation. In addition, any proceeds of sale of such a vehicle by the Protection Buyers following its repossession or redelivery may be less than the amount owed under the related Reference Obligation, and any financed vehicle may be subject to an existing lien (for example, in respect of repairs carried out by a garage for which no payment has yet been made).

In particular, new vehicles may experience a significant decline in value immediately after the date on which they are first acquired by a Reference Borrower. Additionally, pricing of used vehicles fluctuates according to supply and demand which is driven by broader economic factors. Consequently, during the first years of a Reference Obligation, the value of the related vehicle may be lower than the outstanding principal amount of the Reference Obligation.

Risks relating to determination of Verified Loss Amounts

The amount by which the Adjusted Principal Balance of a Class of Notes may be reduced from time to time following the occurrence of Credit Events will depend on the size of Initial Loss Amounts and Verified Loss Amounts calculated in respect of such Credit Events under the relevant Credit Protection Deed.

Noteholders are subject to the decisions made by the Arrears Management Team of the Relevant Lender in respect of the relevant Credit Event and the processes and policies relating to how such Recoveries are obtained or the Defaulted Reference Obligation otherwise is treated by the Relevant Lender. The Relevant Lender may employ a number of different strategies in respect of obtaining Recoveries, including but not limited to the enforcement of any collateral. Recoveries may differ significantly from observed historic default rates and recoveries.

In determining the manner in which any Recoveries are made, the Relevant Lender is not obliged to take into account the effect on the Notes and therefore does not assume any liability to third parties, including the Noteholders, in respect of the same. See "Information observed on the Protection Buyers systems is information which has been prepared for the Protection Buyers' internal use; information may be based on other Relevant Lender information" above.

Performance of the Reference Obligations is uncertain

If the Relevant Lender does not receive the full amount of scheduled payments due from the Reference Borrowers in respect of the Reference Obligations, the Noteholders are at risk of receiving less than the face value of their Notes and interest payable thereon. Consequently, the Noteholders are exposed to the credit risk of the Reference Borrowers. Neither the Protection Buyers nor the Issuer guarantees or warrants the full and timely payment by the Reference Borrowers of any scheduled payments payable under the Reference Obligations. The ability of any Reference Borrower to make timely payments of scheduled payments due under the relevant Reference Obligation will mainly depend on his or her assets and liabilities as well as his or her ability to generate sufficient income to make the required payments. The Reference Borrowers' ability to generate income may be adversely affected by a large number of factors.

There can be no assurance as to the future geographical distribution of the Reference Borrowers or the vehicles financed by the Reference Obligations and its effect, in particular, on the rate of amortisation of

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the Reference Obligations. Although the Reference Borrowers are located throughout the United Kingdom, these Reference Borrowers may be concentrated in certain locations, such as densely populated or industrial areas. Any deterioration in the economic condition of the area(s) in which the Reference Borrowers are located (or any deterioration in the economic condition of other areas) may have an adverse effect on the ability of the Reference Borrowers to make scheduled payments under the Reference Obligations and the ability of the Protection Buyers to sell the financed vehicles. A concentration of the Reference Borrowers in such area(s) may therefore result in a greater risk that the Noteholders will ultimately not receive the full principal amount of the Notes and interest thereon than if such concentration had not been present.

The rate of recovery upon a Reference Borrower default may itself be influenced by various economic, tax, legal and other factors such as changes in the value of the financed vehicles or the level of interest rates from time to time. There might be various risks involved in the sales of used vehicles which could significantly influence the amount of proceeds generated from the sale, e.g. high mileage and damage, less popular configuration (engine, colour etc.), oversized special equipment, large numbers of homogeneous types of vehicles in short time intervals, general price volatility in the used vehicles market or seasonal impact on sales.

Reliance on the Performance by the Servicer to Effectively Service the Reference Obligations

Recoveries in respect of Defaulted Reference Obligations will affect the quantum of any Verified Loss Amount in respect thereof and thereby potentially result in a positive Protection Payment Amount being paid to the Protection Buyers.

The Protection Buyers will, in the Credit Protection Deeds, covenant to procure that the Reference Obligations will continue to be serviced in accordance with the relevant servicer's established procedures from time to time for servicing loans that are similar in type to the Reference Obligations. However, none of the Issuer, the Trustee or the Noteholders will have any right to compel any such servicer to take or refrain from taking any actions. If the relevant servicer fails to perform in accordance with the servicing principles, this could adversely affect the Recoveries in respect of Defaulted Reference Borrowers and the related positive Protection Payment Amounts, thereby potentially resulting in losses to Noteholders.

Accordingly, the Noteholders are relying on the business judgement and practices of the relevant servicer in administering the Reference Obligations, enforcing claims against Reference Obligations, including taking decisions with respect to enforcement of collateral.

Limited Provision of Information about the Reference Borrowers and the Reference Obligations

Save as disclosed in this Information Memorandum (see "Credit Protection Deeds – Reference Registry"), none of the Issuer, the Trustee and the Noteholders will have the right to receive information regarding any Reference Obligation, except for the purely statistical data set forth in each of the Reference Portfolio Report, the Reference Registry, the Loan Datatape and the Investor Report.

The Protection Buyers will have no obligation to keep the Issuer, the Trustee or the Noteholders informed as to the compliance of the Reference Portfolio with the Eligibility Criteria or as to matters arising in relation to any Reference Borrower or any Reference Obligation, including whether or not circumstances exist under which there is a possibility of the occurrence of a Credit Event. The Reference Portfolio Report will not contain any information that the Protection Buyers are legally constrained from disclosing under applicable laws, including but not limited to laws or regulations relating to bank secrecy.

None of the Issuer, the Trustee or the Noteholders will have the right to inspect any records of the Protection Buyers and the Protection Buyers will be under no obligation to disclose any further information or evidence regarding the existence or terms of any Reference Obligation of any Reference Borrower of any matters arising in relation thereto or otherwise regarding any Reference Borrower, any guarantor of any Reference Obligation or any other person.

Historical and Other Information

The historical information set out in "Historical Performance Data" represents the historical experience of the Protection Buyers. None of the other Transaction Parties nor an of their respective affiliates has undertaken or will undertake any investigation, review or searches to verify the historical information. There can be no assurance as to the future performance of the Reference Portfolio.

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The information set out in "Description of the Initial Reference Portfolio" represents information in relation to the Reference Portfolio as at the Portfolio Cut-Off Date. The information set out in "Description of the Initial Reference Portfolio" may change after the Portfolio Cut-Off Date and there can be no assurance that the Reference Portfolio will remain in compliance with the Eligibility Criteria after the Portfolio Cut-Off Date.

No Independent Investigations

No investigations, searches or other enquiries have been or will be made by or on behalf of the Issuer to verify the details of the Reference Portfolio, any Reference Borrower, any Reference Obligation or any historical information relating to the Reference Portfolio. No representations or warranties have been given by the Issuer in respect of any Reference Borrower or any Reference Obligation.

Limited Verification

Calculation of Verified Loss Amounts will be verified in certain circumstances by the Verification Agent, as more fully described in the Credit Protection Deeds – see sub-section "Verification of Final Loss Amounts" in section "Credit Protection Deeds " below.

The Verification Agent acts for the Protection Buyers under the Credit Protection Deeds rather than the Issuer.

Such verification by the Verification Agent is based solely on the information provided to the Verification Agent by the Protection Buyers. Such information will not be independently audited. The Verification Agent is, broadly speaking, solely appointed to compare certain information required to be provided to it from time to time by the Protection Buyers with the related terms of the Credit Protection Deeds and confirming whether, on the basis of the information received by it, those terms have been complied with. Consequently, there is a risk that a matter may be incorrectly verified by reason of the information provided to the Verification Agent being deficient. Reference is also made to the section above entitled "Information observed on the Protection Buyers' systems is information which has been prepared for the Protection Buyers' internal use; information may be based on other Relevant Lender information".

No Agency Relationship

Neither the Protection Buyers nor any Relevant Lender or servicer will be the agent or trustee of the Issuer, the Noteholders or any other Secured Creditor in connection with the exercise of, or the failure to exercise, any of the rights or powers of the Protection Buyers, the Relevant Lender or the servicer and/or their respective Affiliates arising under or in connection with their respective holdings (if any) of any Reference Obligation.

Dealings with respect to obligations of Reference Borrowers

Each of the Protection Buyers, the relevant servicer and each other Transaction Party and their respective Affiliates may:

(a) deal in any obligation of any Reference Borrower;

(b) accept deposits from, make loans or otherwise extend credit to, and generally engage in any kind of commercial or investment banking or other business transactions with any Reference Borrower and any investment manager or trustee related to any obligation of any Reference Borrower; and

(c) act, with respect to transactions described in the preceding clauses (a) and (b), in the same manner as if the relevant Credit Protection Deed and the Notes did not exist and without regard as to whether any such action might have an adverse effect on any Reference Obligation, any investment manager or trustee related to such Reference Obligation, the Issuer or the Noteholders.

Such parties may accordingly derive revenues and profits from such activities without any duty to account therefor.

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General Risks

No Rating

The Notes, other than the Rated Notes, will not be rated on the Closing Date and no rating is intended to be sought for the Notes thereafter.

Withholding Tax in Respect of the Notes

In the event that any withholding or deduction for or on account of tax is required by applicable law to be made from payments in respect of the Notes, Coupons or Receipts (as to which, see "Taxation In Ireland"), neither the Issuer nor any other person will be obliged to pay any additional amount to Noteholders or to otherwise compensate Noteholders for the reduction in the amounts they will receive as a result of such withholding or deduction. However, if a Protection Buyer elects to pay the additional amount to the Issuer to cover the amount of any such withholding or deduction, the Issuer shall be obliged to pay those additional amounts to the relevant Noteholders.

If the Issuer determines that any such withholding or deduction cannot be avoided by taking reasonable measures available to it (without incurring additional costs) and such Protection Buyer has not elected to pay the additional amount to the Issuer under the relevant Credit Protection Deed, then on any Note Payment Date under and in accordance with Condition 7(e) (Redemption, Reduction, Reinstatement and Cancellation - Optional Redemption of the Notes in Whole for Tax Reasons) the Issuer may be required to redeem the Notes at their Adjusted Principal Balance, together with accrued but unpaid interest thereon.

Withholding Tax in respect of the Credit Protection Deeds

If any Protection Fee Amount is subject by law to deduction or withholding for tax, the Protection Buyers may elect to gross up such Protection Fee Amount. If the Junior Protection Buyer do not so elect, the Issuer will have the right to terminate the Credit Protection Deeds. If any positive Protection Payment Amount or any other amount payable by the Issuer to the Protection Buyers is subject by law to deduction or withholding for tax, the Issuer shall not be under any obligation to gross up such payment. In these circumstances, the Junior Protection Buyer may elect to terminate the Credit Protection Deeds.

Description of the Transaction Documents

The descriptions of the Account Bank Agreement, the Cash Administration Agreement, the Agency Agreement, the Junior Cash Deposit Bank Agreement, the Senior Cash Deposit Bank Agreement, the Custody Agreement, the Collateral Management Agreement, the Corporate Services Agreement, the Credit Protection Deeds, the Trust Deed, the Deed of Charge and the Subscription Agreement contained in this Information Memorandum (see the sections entitled "Credit Protection Deeds", "The Cash Deposit Bank Agreements, Custody Agreement and Collateral Management Agreement", "Summary of Other Transaction Documents" and "Subscription and Sale" below) are summaries only and Noteholders are bound by, and are deemed to have notice of, all the provisions of such documents.

Consumer Credit Act 1974

A credit agreement is regulated by the Consumer Credit Act 1974 as amended (the "CCA") in the following circumstances:

(i) for agreements made prior to 1 April 2014, where (a) the customer is or includes an "individual" as defined in the CCA (which includes certain small partnerships and certain unincorporated associations); (b) the amount of "credit" as defined in the CCA does not exceed any applicable financial limit in force when the credit agreement was made (from 6 April 2008, subject to certain transitional provisions, no applicable financial limit is in force, except a limit of £25,000 for certain changes to credit agreements); and (c) the credit agreement is not an exempt agreement under the CCA (for example, certain credit agreements for business purposes with an amount of credit exceeding £25,000 are exempt agreements); or

(ii) for agreements made on or after 1 April 2014, if it is a regulated credit agreement for the purposes of Chapter 14A of Part 2 of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, as amended (the "RAO"), i.e. if it involves the provision of credit of any amount by a lender to an individual or "relevant recipient of credit" (which includes certain small partnerships

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and certain unincorporated associations) and does not fall within any of the exemptions set out in articles 60C to 60H of the RAO (for example, certain credit agreements for business purposes with an amount of credit exceeding £25,000 are exempt agreements).

All of the Reference Obligations are regulated by the CCA.

The main consequences of a credit agreement being regulated by the CCA are described in paragraphs (i) to (vi) below.

(i) The creditor has to comply with authorisation (or, prior to 1 April 2014, licensing) requirements and the credit agreement must comply with origination requirements. If they do not comply with those requirements and the credit agreement was made on or after 6 April 2007, then it is unenforceable against the customer: (a) without an order of the Financial Conduct Authority (the "FCA") or the court (depending on the facts), if the lender or any broker did not hold the required licence or authorisation at the relevant time; or (b) without a court order, if other origination requirements as to pre-contract disclosure, documentation and procedures are not complied with and, in exercising its discretion whether to make the order, the court will have regard to any prejudice suffered by the customer and any culpability by the lender.

(ii) The customer has a right to withdraw from the credit agreement (subject to certain exceptions). The customer may send notice to withdraw at any time during the 14 days starting with the day after the relevant day according to the origination procedures (i.e. the relevant day is the day on which the customer receives notice that the agreement has been executed in accordance with sections 66A(3)(c) and 61A(3) of the CCA). If the customer withdraws, then: (a) the customer is liable to repay to the lender any credit provided and the interest accrued on it; (b) the customer is not liable to pay to the lender any compensation, fees or charges except any non-returnable charges paid by the lender to a public administrative body; and (c) any insurance contract between the insurer and the customer and financed by the credit agreement on the basis of an agreement between the insurer and the lender is treated as if it had never been entered into.

(iii) The lender has to comply with servicing requirements. For example: (a) the credit agreement is unenforceable against the customer for any period when the lender fails to comply with requirements as to periodic statements, arrears notices, notices of default sums or default notices (although any such unenforceability may be cured prospectively by the lender remedying the breach); (b) the customer is not liable to pay interest or default fees for any period when the lender fails to comply with requirements as to periodic statements or arrears notices; and (c) interest on default fees is restricted to nil until the 29th day after the day on which a notice of default fees is given and then to simple interest (i.e. interest may only be calculated on the principal amount of the default fee).

(iv) The customer is not liable to pay default interest (i.e. interest on sums unpaid in breach of the credit agreement) at a higher rate than the non-default interest rate or (where the non-default interest rate is 0 per cent.) at a higher rate than the annual percentage rate of the total charge for credit (the "APR"). This means that, for example, where the underlying agreement imposes 0 per cent. APR, then the customer is not liable to pay default interest at all.

(v) The customer is entitled to terminate the credit agreement, and to keep the goods financed by the credit agreement, by giving notice and paying the amount payable on early settlement. The amount payable by the customer on early settlement of the credit agreement (whether on such termination by the customer, or on termination by the lender for repudiatory breach by the customer, or otherwise) is restricted by a formula under the CCA. A more restrictive formula for early settlement of a credit agreement in full or in part applies generally to credit agreements made on or after 11 June 2010.

(vi) The court has power to give relief to the customer. For example, the court may: (a) make a time order, giving the customer time to pay arrears or to remedy any other breach; (b) impose conditions on, or suspend, any order made by the court in relation to the credit agreement; and (c) amend the credit agreement in consequence of a term of an order made by the court under the CCA.

(vii) The court has power to determine that the relationship between the lender and the customer arising out of the credit agreement (whether alone or with any related agreement) is unfair to the customer.

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This power applies both to most exempt credit agreements, as well as to regulated credit agreements. If the court makes the determination, then it may make an order, among other things, requiring the originator to repay any sum paid by the customer. In deciding whether to make the determination, the court is required to have regard to all matters it thinks relevant, including the lender's conduct before and after making the credit agreement, and may make the determination even after the relationship has ended. Once the customer alleges that an unfair relationship exists, then the burden of proof is on the lender to prove the contrary. Where add-on products such as Guaranteed Asset Protection ("GAP") insurance are sold and are subject to significant commission payments, it is possible that the non-disclosure of commission by the lender is a factor that could form part of a finding of an unfair relationship. In November 2014, the Supreme Court clarified in Plevin v Paragon Personal Finance Limited [2014] UKSC 61 that compliance with the relevant regulatory rules by the creditor (or a person acting on behalf of the creditor) does not preclude a finding of unfairness, as a wider range of considerations may be relevant to the fairness of the relationship than those which would be relevant to the application of the rules. Following this judgment, the FCA published a consultation paper in November 2015 entitled "Rules and Guidance on payment protection insurance complaints" (CP 15/39). On 2 August 2016, the FCA published feedback to CP 15/39, together with a further consultation paper, CP 16/20, on changes to the proposed rules and guidance concerning the handling of payment protection insurance ("PPI") complaints in light of Plevin. The results of the consultation and the final rules and guidance, policy statement PS 17/3, were published on 3 March 2017 and may result in an increase in the volume of Plevin-based unfair relationship claims brought against lenders who failed to disclose significant PPI commissions when entering into credit agreements. A key aspect of the FCA's final rules is a PPI complaints deadline falling two years from 29 August 2017, when the proposed rules came into force – hence PPI consumers would have until 29 August 2019 to complain to the firm or the Financial Ombudsman Service (the "FOS"). In addition, it is possible, given the breadth of the provisions as interpreted by the Supreme Court, that unfair relationship challenges may be made in connection with aspects of personal contract purchase terms. It is not possible to identify all of the potential sources of challenge but, for example, terms which require the payment of excess mileage costs might operate adversely to certain Reference Borrowers and could therefore, in principle, be subject to challenge.

Although the FCA told firms to be aware of Plevin and its impact on lenders' failure to disclose commissions during its GAP insurance consultation CP 14/29 in the Spring of 2015, the FCA did not address Plevin when it published its policy statement PS 15/13 in June 2016 and PS 17/3 does not extend the Plevin PPI complaints rules and guidance specifically to undisclosed commissions in relation to GAP insurance.

(viii) The regulator for consumer credit is the FCA (and before 1 April 2014 it was the Office of Fair Trading (the "OFT")). Santander Consumer (UK) plc as the Protection Buyer was authorised by the FCA on 9 December 2015 and holds Part 4A permissions from the FCA for its regulated activities relating to consumer credit. Prior to receiving such authorisation, Santander Consumer (UK) plc held a consumer credit licence from the OFT and, subsequently, an interim permission from the FCA from 1 April 2014 to 9 December 2015. Santander Consumer (UK) plc is an FCA authorised person.

The Protection Buyers have interpreted certain technical rules under the CCA in a way common with many other lenders in the vehicle finance market. If such interpretation were held to be incorrect by a court or other dispute resolution authority, then the Reference Obligation concerned may be unenforceable. If such interpretation were challenged by a significant number of customers, then this could lead to significant disruption and shortfall in the income of each Protection Buyer. Court decisions have been made on technical rules under the CCA against certain lenders, but such decisions are very few and are generally county court decisions which are not binding on other courts. For example, where agreements are unenforceable without a court order due to minor documentary defects, lenders have historically pursued such debts as though they are simply enforceable, until such time as those defects were raised by the borrower and/or the court in any claim. However, in circumstances where such enforceability may be challenged, there is some doubt as to how a court or the FCA will interpret the relevant documentary defects and the enforcement of such debts. If a court or the FCA were to take a view that lenders are required to notify borrowers of such defects before pursuing enforcement, this would represent a significant compliance cost. It should thus be borne in mind that enforcement may be a lengthier and more costly process in future. In addition, the main consequences of a conditional sale agreement being regulated by the CCA are as described in paragraphs (i) to (vi) below.

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(i) When the customer is in breach of the conditional sale agreement, and has paid at least one-third of the total amount payable for the goods (including any deposit), then the goods become protected goods. The lender is not entitled to repossession of protected goods without a court order or the customer's consent given at the time of repossession. If the lender recovers protected goods without such order or consent, then the conditional sale agreement is totally unenforceable against the customer, and the customer is entitled to recover from the lender all sums paid by the customer under the agreement.

(ii) The lender is not entitled to enter any premises to take possession of any goods subject to a conditional sale agreement (whether protected goods or not) without a court order. In Scotland, the lender may need to obtain a court order to take possession of the goods in any event.

(iii) The customer is entitled to terminate the conditional sale agreement before final payment by giving notice, where he wishes to return the goods. On such termination, the Reference Borrower is liable to surrender possession of the goods and pay the amount (if any) payable on voluntary termination. The amount payable by the customer on voluntary termination is restricted under the CCA to the amount (if any) required to bring the sum of all payments made and to be made by the customer for the goods up to one-half of the total amount payable for the goods (including any deposit). The customer must pay all arrears for the goods and compensation for any breach of duty to take reasonable care of the goods. Reference Borrowers may take advantage of the right of voluntary termination when they are in financial difficulty, or when the value of the financed vehicle is less than the amount that would be payable on early settlement. Under the CPD, a Credit Event will occur if a Reference Borrower exercises its voluntary termination right.

(iv) Court decisions have conflicted on whether the amount payable by the customer on termination by the lender (for example, for repudiatory breach by the customer) is restricted to the amount calculated by the one-half formula for termination by the customer. The Reference Obligations provide that the amount payable by the Reference Borrower on termination by the relevant Protection Buyer is the outstanding balance of the total amount payable under the Reference Obligation, less any statutory rebate for early settlement, and (unless the relevant Protection Buyer elects to transfer ownership of the financed vehicle to the Reference Borrower under certain Reference Obligations) less any net proceeds of sale of the financed vehicle. Thus the Reference Obligations reflect those court decisions favourable to the lender on this point.

(v) The court has power to give additional relief to the customer. For example, the court may: (a) make a time order giving the customer time to pay future repayments; and (b) suspend a return order for the return of the goods to the lender until breach by the customer of a time order or until further court order.

(vi) A disposition of the financed goods by the customer to a bona fide private purchaser without notice of the conditional sale agreement will transfer to the purchaser the creditor's title to the financed goods.

The Financial Conduct Authority review of retained provisions of the Consumer Credit Act

On 2 August 2018, the FCA published its Interim Report in its Consumer Credit Review (Discussion Paper DP18/7).

As is mentioned above, the FCA took over regulation of consumer credit on 1 April 2014 and, at that point, a number of provisions which had previously been contained in the CCA and associated Regulations were replaced with the FCA rules. Nevertheless, many provisions remained in the CCA and the FCA was required by statute to review those retained provisions and report to HM Treasury by 1 April 2019.

The review needs to consider in particular whether the repeal of CCA provisions would adversely affect the appropriate degree of protection for consumers. This is referred to by the FCA as "the statutory question".

The Interim Report was prepared following an analysis of feedback received following the Call for Input published in February 2016.

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The review contained the following points:

1. the FCA has assumed that, irrespective of the UK's impeding exit from the European Union, it will not be possible to make substantive changes to the provisions implementing the EU Consumer Credit Directive (2008/48/EC) at this time;

2. the FCA's initial view is that the rights and protections afforded to consumers under the CCA should be retained (either in primary legislation or as equivalent FCA rules where appropriate);

3. in the FCA's initial opinion, certain of the rights provided to consumers, including the right under section 75 CCA to bring a claim against the creditor for a breach of contract or misrepresentation by a supplier (connected lender liability), should be reviewed to ensure that "the provisions continue to provide an appropriate level of consumer protection without imposing disproportionate burdens on firms";

4. in respect of provisions governing information requirements, the FCA is keen to move these into FCA rules (at least in part because this will allow for more efficient amendment) but acknowledged that this could result in an inappropriate loss of consumer protection;

5. the FCA suggested to move the substantive detail of the information requirements into FCA rules but retain the sanctions in the CCA with the appropriate amendments to refer to FCA rules rather than CCA Regulations;

6. the FCA recognised that some of the current information requirements are complicated and unclear and it is difficult for firms to know whether they have complied and/or how to properly remedy any breach through corrective notices; and

7. the FCA acknowledged that currently the breach of the information requirements can result in an inappropriate sanction (for example, unenforceability and a disentitlement in interest for a technical breach which has caused no consumer detriment). The FCA suggested that this could be remedied by limiting the draconian sanctions to cases where there has been a substantive failure which are likely to cause material harm to consumer. Other more minor breaches could then give rise to potential disciplinary intervention or civil action but would not result in unenforceability or disentitlement.

On 25 March 2019 the FCA submitted its final report to HM Treasury and published the report. This final report does not include formal recommendations to the Treasury. It is not possible to determine what effect the outcome of this review will have on the Reference Obligations.

Sale of Goods Act 1979

The Sale of Goods Act 1979 as amended (the "SGA") applies to all conditional sale agreements entered into prior to 1 October 2015 (the "CRA Commencement Date") and business-to-business conditional sale agreements (regardless of when they were entered into). For business-to-consumer conditional sale agreements entered into on or after the CRA Commencement Date, the Consumer Rights Act 2015 (the "CRA") applies (see "—Consumer Rights Act 2015").

Where the SGA applies, it provides that a contract for the sale of goods contains implied terms as to title, description and quality or fitness of the goods. The Unfair Contract Terms Act 1977 ("UCTA") provides that: (a) the implied term as to title cannot be excluded by any contract term; and (b) the implied terms as to description and quality or fitness cannot be excluded in a business-to-consumer contract, and can be excluded only in so far as reasonable in a business-to-business contract.

If any goods subject to a conditional sale agreement governed by English law are in breach of any term implied by the SGA, then the customer is entitled to rescind the contract and return the goods, and to treat the contract as repudiated by the lender and accept such repudiation by notice, and is not liable to make any further payments, and may claim repayment of the amounts paid by the customer under the contract and damages such as the cost of hiring an alternative vehicle. Alternatively, the customer may elect to affirm the contract and keep the goods and claim damages, which then include the difference in value of the goods had they complied with the implied term and their true value. The customer will not lose his right to rescind the contract and return the goods for any breach of which he is unaware, such as latent defects, or defects which a consumer has had no reasonable opportunity to discover.

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If there is a material breach of any term (express or implied) of a conditional sale agreement governed by Scots law, then the customer is entitled to reject the goods and to treat the contract as repudiated by the lender and also to claim damages. Where the breach is not material, the customer is not entitled to reject the goods but may claim damages. These provisions will not affect any other rights the customer may have under the relevant agreement.

The operating agreement entered into with each dealer provides that the dealer will indemnify the Protection Buyers for certain breaches by the dealer, including the financed vehicle being in breach of certain terms implied by statute. No assurance can be given, however, that the indemnity will cover all or any loss incurred by the Protection Buyers as a result of breach by the dealer, including as a result of any financed vehicle being in breach of any term implied by the SGA, or that the dealer would have the means to pay the indemnity.

Unfair Terms in Consumer Contracts Regulations 1999

The Unfair Terms in Consumer Contracts Regulations 1999, as amended (the "UTCCR"), apply to business-to-consumer contracts entered into prior to the CRA Commencement Date only. For business-to-consumer contracts entered into on or after the CRA Commencement Date, the CRA applies (see "—Consumer Rights Act 2015").

Where the UTCCR apply, they render unenforceable unfair terms in business-to-consumer contracts (subject to certain exceptions). The UTCCR provide that: (a) a consumer may challenge a standard term in a contract on the basis that it is unfair and not binding on the consumer (although the rest of the contract continues to bind the parties if it is capable of continuing in existence without the unfair term); and (b) the appropriate regulator and any qualifying body (such as local trading standards authorities) may seek to enjoin (or in Scotland interdict) a business from relying on unfair terms.

The UTCCR do not generally affect terms that define the main subject matter of the contract or price terms, such as the consumer's obligation to repay the fixed monthly repayments (provided that these terms are written in plain, intelligible language and are drawn adequately to the consumer's attention), but may affect terms that are not considered to define the main subject matter of the contract or to be price terms, such as terms imposing default fees.

Before 1 April 2014, the OFT addressed unfair terms in issuing licences and guidance under the CCA and in issuing guidance under the UTCCR. For example, in the context of the investigation by the OFT into credit card default fees, the OFT on 5 April 2006 issued a statement of its view of the principles that credit card issuers should follow in setting default fees, and that the principles were likely to apply to analogous default fees in other contracts. The principles were in essence that terms imposing default fees should not have the object of raising more in revenue than would be reasonably expected to be necessary to recover certain limited administrative costs incurred as a result of the consumer's default. This guidance now forms part of CONC, specifically CONC 7.7.5R, which provides that "a firm must not impose charges on customers in default or arrears difficulties unless the charges are no higher than necessary to cover the reasonable costs of the firm".

On 1 April 2014, the OFT ceased to exist and its enforcement powers in relation to unfair terms in consumer contracts transferred to the Competition and Markets Authority ("CMA"). Additionally, OFT's responsibilities for consumer credit, including enforcement of the UTCCR, transferred to the FCA (which also has responsibility for enforcement of the UTCCR in relation to financial services contracts for other regulated activities). The CMA and FCA concurrently supervise unfair terms under the UTCCR and the CRA. There is a memorandum of understanding dated 12 January 2016 (the "Memorandum of Understanding") that outlines the nature of this arrangement. Importantly, the Memorandum of Understanding clarifies that it is the FCA's responsibility to consider fairness within the meaning of the CRA and UTCCR in financial services contracts entered into by authorised firms or appointed representatives and take action where appropriate.

As noted above, on 1 April 2014, the OFT's responsibilities for consumer credit, including enforcement of the UTCCR, transferred to the FCA and the OFT ceased to exist. Therefore, guidance issued by the FCA from 1 April 2014 in relation to the UTCCR, as well as guidance previously issued by the OFT and the Financial Services Authority (the "FSA"), may apply to the Reference Obligations. It should be noted, however, that this guidance has changed over time and on 2 March 2015 the FCA removed certain guidance and other material on the UTCCR from its website, stating they no longer reflected the FCA's current views

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on unfair contract terms pending new guidance on the then Consumer Rights Bill (which was passing through the UK Parliament at the time (see "—Consumer Rights Act 2015")) and in light of wider legal developments. The FCA has not indicated how it considered the material it has removed to be inconsistent with its current views, but it has confirmed that it does not intend to issue further guidance on unfair contract terms. In January 2016, the FCA website was updated to refer to the CMA's guidance consultation as the latest development in guidance on unfair contract terms, and this guidance makes it clear that the CRA generally carries forward rather than changes the substance of the protections provided to consumers under earlier legislation and guidance. As such, even with the changes in regulatory structure in the UK that came into effect on 1 April 2013, in respect of the Reference Obligations originated before the CRA Commencement Date, the guidance issued by the FSA previously remains the most specific and relevant guidance on this topic; this is likely to continue to be the case as the FCA has confirmed that it does not intend to issue further guidance on unfair contract terms.

The CMA is the UK's national competition and consumer authority, which took over the role of principal enforcer of the UTCCR from the OFT in relation to unfair contract terms on 1 April 2014. On 26 January 2015, the CMA published a guidance consultation on the unfair contract terms provisions in the Consumer Rights Bill (which has been enacted as the CRA). These guidelines, which were finalised as of 31 July 2015 (reference CMA37), are intended to support the CRA. The CRA consolidates and repeals the UTCCR and parts of the UCTA (see "— Consumer Rights Act 2015"). However, as noted above, despite its revocation, the UTCCR will continue to apply to contracts entered into prior to the CRA Commencement Date.

The Unfair Contract Terms Regulatory Guide ("UNFCOG") in the FCA Handbook explains the FCA's policy on how it uses its formal powers under the UTCCR, although comprehensive guidance on the UTCCR themselves is not provided. The UNFCOG was updated on 1 October 2015, following the coming into force of the CRA, but the updated version (the "Unfair Contract Terms and Consumer Notices Regulatory Guide") applies only to contracts entered into on or after the CRA Commencement Date. The UNFCOG (in the form it was in on 30 September 2015) continues to apply to contracts entered into before the CRA Commencement Date.

The broad and general wording of the UTCCR, and the equivalent provisions of the CRA (see "—Consumer Rights Act 2015"), makes any assessment of the fairness of terms largely subjective and makes it difficult to predict whether or not a court would find a term to be unfair. It is therefore possible that any Reference Obligations made with consumers may contain unfair terms, which may result in the possible unenforceability of those unfair terms. No assurance can be given that any regulatory action or guidance in respect of the UTCCR will not have a material adverse effect on the Reference Obligations and accordingly on the likelihood of a Credit Event occurring in respect of a Reference Obligation.

Consumer Rights Act 2015

The CRA reformed and consolidated consumer protection law in the UK. The CRA involves the creation of a single regime for unfair contract terms, replacing the UCTA (which essentially deals with attempts to limit liability for breach of contract) and the UTCCR. On the CRA Commencement Date, certain sections of the CRA revoked the UTCCR, amended the SGA (such that much of the SGA no longer applies to business-to- consumer contracts) and introduced a new regime for dealing with unfair contractual terms with respect to contracts entered into on or after the CRA Commencement Date. The SGA and UTCCR will continue to apply to contracts entered into prior to the CRA Commencement Date as described above.

Under Part 2 of the CRA, an unfair term of a consumer contract (a contract between a trader and a consumer) is not binding on a consumer (a term which has been revised to mean an individual acting for purposes that are wholly or mainly outside that individual's trade, business, craft or profession). In an additional change from the old regime, from the CRA Commencement Date, an unfair consumer notice will also not be binding on a consumer, although a consumer may rely on the term or notice if the consumer chooses to do so. A term will be unfair where, contrary to the requirement of good faith, it causes significant imbalance in the parties' rights and obligations under the contract to the detriment of the consumer. In determining whether a term is fair it is necessary to: (i) take into account the nature of the subject matter of the contract; (ii) refer to all the circumstances existing when the term was agreed; and (iii) refer to all of the other terms of the contract or any other contract on which it depends. The CRA also applies substantially the same test of fairness to consumer notices and generally refers to terms and notices interchangeably.

Schedule 2 to the CRA contains an indicative and non-exhaustive "grey list" of terms of consumer contracts that may be regarded as unfair. Three of these "grey list" terms are new, having not been covered by the

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UTCCR. Notably, paragraph 11 lists "a term which has the object or effect of enabling the trader to alter the terms of the contract unilaterally without a valid reason which is specified in the contract". However, paragraph 22 provides that this does not include a term by which a supplier of financial services reserves the right to alter the rate of interest payable by or due to the consumer, or the amount of other charges for financial services without notice where there is a valid reason if the supplier is required to inform the consumer of the alteration at the earliest opportunity and the consumer is free to dissolve the contract immediately.

A consumer contract may not be assessed for fairness to the extent that (i) it specifies the main subject matter of the contract; and/or (ii) the assessment is of the appropriateness of the price payable under the contract by comparison with the goods, digital content or services supplied under it; unless one of its term appears on the "grey list" referenced above. A trader must ensure that a written term of a consumer contract, or a consumer notice in writing, is transparent, i.e. that it is expressed in plain and intelligible language and is legible. Under the CRA, a trader must also ensure that the term is sufficiently prominent. The CMA considers this to be fully consistent with an interpretation of "the core exemption" as intended to ensure that only those "principal obligations" or price terms which are subject to the correcting forces of competition and genuine decision- making are fully assessable for fairness.

Where a term of a consumer contract is "unfair", it will not bind the consumer. However, the remainder of the contract will, so far as practicable, continue to have effect. Where a term in a consumer contract is susceptible of different meanings, the meaning most favourable to the consumer will prevail. In a shift from the old regime, under the CRA it is the duty of the court to consider the fairness of any given term. This can be done even where neither of the parties to proceedings has explicitly raised the issue of fairness.

The CRA also provides that business-to-consumer conditional sale agreements contain implied terms as to title, description and quality or fitness of the goods. The CRA further provides that (a) the implied term as to title and (b) the implied terms as to description and quality or fitness cannot be excluded by any contract term. This is broadly the same as the position for business-to-business contracts under the SGA outlined above (see "—Sale of Goods Act 1979").

The provisions in the CRA governing unfair contractual terms and implied terms as to title, description and quality or fitness of the goods apply in respect of contracts entered into on or after the CRA Commencement Date. As stated above, the SGA, UCTA and UTCCR will continue to apply to contracts entered into prior to the CRA Commencement Date. This new regime does not seem to be significantly different from the regime under the UTCCR, UCTA or the SGA. However, this area of law is rapidly developing and new regulatory guidance and case law as a result of this new legislation can be expected. No assurance can be given that any changes in legislation, guidance or case law on unfair terms or implied terms as to title, description and quality or fitness of the goods will not have a material adverse effect on the Reference Obligations.

Consumer Protection from Unfair Trading Regulations 2008

The Consumer Protection from Unfair Trading Regulations 2008 (the "UTR") prohibit unfair, aggressive and misleading business-to-consumer commercial practices before, during and after a consumer contract is made. The UTR do not currently give any claim, defence or right of set-off to an individual consumer. Breach of the UTR does not (of itself) render an agreement void or unenforceable, but the possible liabilities for misrepresentation or breach of contract in relation to agreements may result in irrecoverable losses on amounts to which such agreements apply. The Consumer Protection (Amendment) Regulations 2014 amended the UTR (with effect from 1 October 2014) so as to give consumers a right to redress for certain prohibited practices, including a right to unwind agreements.

The UTR require the CMA (prior to 1 April 2014, the OFT) and local trading standards authorities to enforce the UTR by prosecution or by seeking an enforcement order to prevent a business from carrying on unfair practices. In addition, the FCA (prior to 1 April 2014, the OFT) addresses unfair practices in its regulation of consumer finance. No assurance can be given that any regulatory action, guidance in respect of the UTR or any changes to the UTR will not have a material adverse effect on the Reference Obligations.

Financial Services Act 2012

The Financial Services Act 2012 contains provisions enabling the transfer of consumer credit regulation from the OFT to the FCA. The related secondary legislation was enacted in 2013 to 2014 and the transfer

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occurred on 1 April 2014. Pursuant to changes made to FSMA by the Financial Services Act 2012: (a) carrying on certain credit-related regulated activities (including in relation to servicing) otherwise than in accordance with permission from the FCA will render the credit agreement unenforceable without FCA approval; and (b) the FCA has the power to render unenforceable contracts made in contravention of its rules on cost and duration of credit agreements or in contravention of its product intervention rules. This Act also provides for formalised cooperation to exist between the FCA and the FOS, particularly where issues identified potentially have wider implications, with a view to the FCA requiring affected firms to operate consumer redress schemes.

FCA Business Plan

On 18 April 2017, the FCA announced in its 2017/18 Business Plan that it intends to conduct an exploratory review of the motor finance industry as a result of concerns that there may be a lack of transparency, potential conflicts of interest and irresponsible lending in the industry. No assurance can be given that changes will not be made to the regulatory regime described above in respect of the vehicle finance market in the United Kingdom generally, the Protection Buyers' particular sector in that market or specifically in relation to the Protection Buyers, whether arising from the FCA review into the motor finance industry or otherwise. Any such action, in particular, but not limited to, action which restricts the Protection Buyers' business or imposes additional compliance or mediation costs, may have a material adverse effect on the Protection Buyers, the Issuer and/or the Servicer and their respective businesses and operations.

The Credit Protection Deeds provide that obligations of the Issuer to pay Protection Payment Amounts are not affected by any act, omission or thing which would reduce, release or prejudice any of its obligations under the Credit Protection Deeds. In particular, the Issuer's obligations will not be affected by any Reference Obligation being or becoming wholly or in part void, invalid, illegal or unenforceable for any reason. Accordingly, to the extent that a Reference Borrower has rights pursuant to applicable statutory provisions to avoid its obligations under a Reference Obligation, or to have the Reference Obligation declared void or unenforceable, investors may be exposed to any resulting loss suffered by the Relevant Lender in such circumstances.

Risks Relating to the Bank Recovery and Resolution Directive and the Banking Act 2009

On 2 July 2014, Directive 2014/59/EU of the European Parliament and the Council on Bank Recovery and Resolution (the "BRRD") came into force. The stated aim of the BRRD is to provide supervisory authorities, including the relevant UK and Irish resolution authorities, with common tools and powers to address banking crises pre-emptively in order to safeguard financial stability and minimise taxpayers' exposure to losses. These tools include, among other things, powers to transfer shares or property of an entity subject to resolution measures to a third party (including a "bridge bank" or an "asset management vehicle"), a "bail-in" power and a "writedown and conversion of capital instruments" power.

In the UK, the BRRD is implemented by the Banking Act 2009 (the "Banking Act"), which includes provision for a special resolution regime pursuant to which specified UK authorities have extended tools to deal with the failure (or likely failure) of a UK bank or building society. In addition to the tools provided for under the BRRD, the Banking Act also provides the UK authorities with certain powers including share and property transfer powers (including powers for partial property transfers), certain ancillary powers (including powers to modify certain contractual arrangements in certain circumstances) and two new special insolvency procedures which may be commenced by UK authorities (i.e. bank insolvency and bank administration). It is possible that the extended tools described above could be used prior to the point at which an application for insolvency proceedings with respect to a relevant entity could be made.

The relevant transaction entities for the purposes of the Banking Act may include the Protection Buyers, the Senior Cash Deposit Bank and the Junior Cash Deposit Bank.

In general, the Banking Act requires the UK authorities to have regard to specified objectives in exercising the powers provided for by the Banking Act. One of the objectives (which is required to be balanced as appropriate with the other specified objectives) refers to the protection and enhancement of the stability of the financial systems of the United Kingdom. The Banking Act includes provisions related to compensation in respect of transfer instruments and orders made under it. In general, there is considerable uncertainty about the scope of the powers afforded to UK authorities under the Banking Act and how the UK authorities may choose to exercise them.

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If an instrument or order were to be made under the Banking Act in respect of a relevant entity as described above, such instrument or order may (amongst other things) affect the scope of such relevant entity's obligations under the Transaction Documents and/or the ability of such entities to satisfy their obligations under the Transaction Documents and/or result in modifications to such documents. In particular:

(a) pursuant to the "bail-in" power, the unsecured obligations of a relevant entity under the Transaction Documents may be reduced or extinguished; and

(b) modifications may be made via powers which permit provision to be included in an instrument or order such that the relevant instrument or order (and certain related events) is required to be disregarded in determining whether certain widely defined "default events" have occurred (which events would include certain trigger events included in the Transaction Documents in respect of the relevant entity, including termination events.

As a result, the making of an instrument or order or the taking of a measure in respect of a relevant entity as described above may affect the ability of the Issuer to meet its obligations in respect of the Notes. While there is provision for compensation in certain circumstances under the Banking Act, there can be no assurance that Noteholders would recover compensation promptly and equal to any loss actually incurred.

At present, the UK authorities have not made an instrument or order under the Banking Act in respect of the entities referred to above and there has been no indication that they will make any such instrument or order, but there can be no assurance that this will not change and/or that Noteholders will not be adversely affected by any such instrument or order if made, or measure if taken.

Irish Corporation Tax Risks

To the extent the Notes and/or the Noteholders do not satisfy the various exemption conditions set out under "Taxation in Ireland" no deduction for interest paid by the Issuer under the Notes may be available in Ireland. As a result the Issuer may suffer additional Irish corporation tax and the return to the Noteholders may be affected.

Irish Withholding Tax Risks

To the extent that changes in Irish tax law or current interest withholding tax exemption conditions no longer being fulfilled result in the imposition of a withholding tax, interest payments to Noteholders may be reduced by the amount of tax required to be withheld by the Issuer.

Interest payments on the Notes may be subject to Irish withholding tax if there is a change in Irish tax law or if the various exemption conditions set forth under "Taxation in Ireland" are not fulfilled. The Issuer is not obligated to gross up or otherwise compensate Noteholders for withholding taxes incurred. This may, therefore, affect the return that Noteholders receive on the Notes.

Changes in Irish Tax Laws

Changes in Irish tax laws may adversely impact the business of the Issuer and the value of Noteholders' investment.

The Issuer is treated as a securitization vehicle which is taxed pursuant to Section 110 TCA 1997. There is no guarantee that the tax treatment of an Irish securitization company will not change in the future. The tax deductibility of the Issuer's interest costs will depend on the applicability of Section 110 TCA 1997 and the current practice of the Irish Revenue Commissioners in relation to same. Any change to these rules may have an impact on Noteholders.

Taxation - Issuer

A withholding or deduction for or on account of tax other than Irish tax may be required to be made in circumstances other than those set out above under the law of countries other than Ireland (including countries that are Member States of the EU). The outline in this Information Memorandum of certain key Irish taxation issues does not include consideration of any such requirements.

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Regulation - Issuer

The Issuer believes that it is not required to be licensed, registered or authorised under any current securities, commodities or banking laws of Ireland and will operate without supervision by any authority in any jurisdiction. There can be no assurance, however, that regulatory authorities in one or more jurisdictions would not take a contrary view regarding the applicability of any such laws. The taking of a contrary view by such regulatory authorities could have a material adverse effect on the Notes and/or the Issuer and/or the Noteholders.

Centre of Main Interests

Pursuant to Regulation (EU) 2015/848 on insolvency proceedings (recast) ("Recast Regulation"), which came into force on 26 June 2017, the centre of main interests ("COMI") of a debtor shall be the place where the debtor conducts the administration of its interests on a regular basis and which is ascertainable by third parties. In the case of a company or legal person, the place of the registered office shall be presumed to be the centre of main interests in the absence of proof to the contrary. That presumption shall only apply if the registered office has not been moved to another Member State within the 3-month period prior to the request for the opening of insolvency proceedings. The Issuer has its registered office in Ireland. As a result there is a rebuttable presumption that its COMI is in Ireland and consequently that any main insolvency proceedings applicable to it would be governed by Irish law. In the decision by the European Court of Justice ("ECJ") in relation to Eurofood IFSC Limited, the ECJ restated the presumption in the then applicable Council Regulation (EC) No. 1346/2000 of 29 May 2000 on Insolvency Proceedings, that the place of a company's registered office is presumed to be the company's COMI and stated that the presumption can only be rebutted if "factors which are both objective and ascertainable by third parties enable it to be established that an actual situation exists which is different from that which locating it at the registered office is deemed to reflect". As the Issuer has its registered office in Ireland, has Irish directors, is registered for tax in Ireland and has an Irish corporate services provider, the Issuer does not believe that factors exist that would rebut this presumption, although this would ultimately be a matter for the relevant court to decide, based on the circumstances existing at the time when it was asked to make that decision. If the Issuer's COMI is not located in Ireland, and is held to be in a different jurisdiction within the European Union, main insolvency proceedings may not be opened in Ireland.

Potential Conflicts of Interests

Santander Consumer (UK) plc, Santander UK plc and their respective Affiliates act in a number of capacities (including as Arranger, Protection Buyers, Calculation Agent, Cash Administrator, Collateral Manager, Junior Cash Deposit Bank and Senior Cash Deposit Bank) in connection with the transactions contained herein. Santander Consumer (UK) plc, Santander UK plc and their respective Affiliates, acting in such capacities in connection with such transactions, shall have only the duties and responsibilities expressly agreed to by them in their relevant capacities and shall not, by virtue of acting in any other capacity, be deemed to have other duties or responsibilities or be deemed to hold a standard of care other than as expressly provided with respect to each such capacity. Santander Consumer (UK) plc, Santander UK plc and their respective Affiliates, in connection with the contemplated transactions, may enter into business dealings, including the acquisition of investment securities as contemplated by the Transaction Documents, from which it may derive revenues and profits in addition to the fees, if any, stated in the Transaction Documents, without any duty to account for such revenues and profits.

Implementation of and/or changes to the Basel III framework may affect the capital requirements and/or the liquidity associated with a holding of the Notes for certain investors

In 1988, the Basel Committee on Banking Supervision (the "Basel Committee") adopted capital guidelines that explicitly link the relationship between a bank's capital and its credit risks. In June 2006 the Basel Committee finalised and published new risk-adjusted capital guidelines ("Basel II"). Basel II includes the application of risk-weighting which depends upon, amongst other factors, the external or, in some circumstances and subject to approval of supervisory authorities, internal credit rating of the counterparty. The revised requirements also include allocation of risk capital in relation to operational risk and supervisory review of the process of evaluating risk measurement and capital ratios.

The Basel Committee approved significant changes to the Basel II regulatory capital and liquidity framework in 2011 (such changes being commonly referred to as "Basel III"), which was further amended by the Basel Committee on 7 December 2017. In particular, Basel III provides for a substantial

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strengthening of existing prudential rules, including new requirements intended to reinforce capital standards (with heightened requirements for global systemically important banks) and to establish a leverage ratio "backstop" for financial institutions and certain minimum liquidity standards (referred to as the "Liquidity Coverage Ratio" and the "Net Stable Funding Ratio").

The Basel III reform package has been implemented in the European Economic Area (the "EEA") through the CRR (which entered into force on 28 June 2013) and an associated directive (Directive 2013/36/EU (the "Capital Requirements Directive" or "CRD")) (which was required to be transposed by Member States by 31 December 2013) (together, "CRD IV"). The regulation establishes a single set of harmonised prudential rules which apply directly to all credit institutions and investment firms in the EEA, with the directive containing less prescriptive provisions which are required to be transposed into national law. Full implementation began from 1 January 2014, with particular elements being phased in over a period of time, with full implementation by 2019.

As CRD IV allows certain national discretions, the final rules and the timetable for their implementation in each jurisdiction may be subject to national variation.

The Basel Committee also published certain proposed revisions to the securitisation framework, including changes to the approaches to calculating risk weights applicable to securitisation positions. Two new regulations related to securitisations have been adopted by the European Union, each of which entered into force on 17 January 2018 and has applied since 1 January 2019: (i) Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 575/2013; and (ii) Regulation (EU) 2017/2401 of the European Parliament and of the Council of 12 December 2017 amending Regulation (EU) No 575/2013 on prudential requirements for credit institutions and investment firms (the "Relevant Regulations").

Further, the European Banking Authority (the "EBA") on 19 September 2017 published its Discussion Paper on the Significant Risk Transfer in Securitisation (the "SRT Consultation") seeking the views of market participants on enhancing the regulatory and supervisory level playing field with respect to the SRT assessment process, structural features utilised in securitisations and proposals aimed to tackle the identified limitations of the EU framework to measure SRT. The impact of the SRT Consultation, which completed on 19 December 2017, on the CRR and the consequent regulatory treatment of securitisations and the Notes is uncertain.

Prospective investors should therefore ensure that they have sufficient knowledge and awareness of the Relevant Regulations and the various reform proposals as they consider necessary to enable them to make their own evaluation of the risks and merits of an investment in the Notes. In general, investors should consult their own advisers as to the regulatory capital requirements in respect of the Notes and as to the consequences for and effect on them of any changes to the Basel framework (including the changes described above) and the relevant implementing measures. No predictions can be made as to the precise effects of such matters on any investor or otherwise.

The market continues to develop in relation to SONIA as a reference interest rate

Investors should be aware that the market continues to develop in relation to the Sterling Overnight Index Average ("SONIA") as a reference rate in the capital markets and its adoption as an alternative to Sterling LIBOR. In particular, market participants and relevant working groups are exploring alternative reference rates based on SONIA, including term SONIA reference rates (which seek to measure the market's forward expectation of an average SONIA rate over a designated term). The market or a significant part thereof may adopt an application of SONIA that differs significantly from that set out in the Conditions and used in relation to the Notes that reference a SONIA rate issued under this Information Memorandum. Interest on the Notes which reference a SONIA rate is only capable of being determined at the end of the relevant Note Interest Period and immediately prior to the relevant Note Payment Date. It may be difficult for investors in the Notes to reliably estimate the amount of interest which will be payable on such Notes. Further, if the Notes become due and payable under Condition 7 (Redemption, Reduction, Reinstatement and Cancellation) the Interest Rate payable shall be determined on the date the Notes became due and payable and shall not be reset thereafter. Investors should consider these matters when making their investment decision with respect to any such Notes.

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Brexit

On 23 June 2016 the United Kingdom voted to leave the European Union in a referendum (the "Brexit Vote") and on 29 March 2017 the United Kingdom gave formal notice (the "Article 50 Notice") under Article 50 of the Treaty on European Union ("Article 50") of its intention to leave the European Union. Under Article 50, the EU treaties automatically cease to apply to the UK two years after the Article 50 Notice, subject to any extensions agreed unanimously among the UK and the remaining EU Member States. Following a number of such extensions, the UK will leave the EU on 31 January 2020 in the absence of a withdrawal agreement or any further extensions. The terms of the UK's exit from the EU are unclear. Although a withdrawal agreement has been negotiated between the UK government and the EU, it remains uncertain whether that agreement will receive the required approvals. It therefore still remains possible that the UK will leave the EU with no withdrawal agreement if no agreement is approved by all relevant parties within the allotted time. If the UK leaves the EU with no withdrawal agreement, it is likely that a high degree of political, legal, economic and other uncertainty will result. A separate agreement on the future relationship between the UK and the EU will need to be negotiated following the UK's exit from the EU.

The Brexit Vote and delivery of the Article 50 Notice have resulted in political (including UK constitutional), legal, regulatory, economic and market uncertainty – the effects of each of which could adversely affect the Transaction and the interests of Noteholders. Such uncertainty and consequential market disruption may also cause investment decisions to be delayed, reduce job security and damage consumer confidence. The resulting adverse economic conditions could affect obligors' willingness or ability to meet their obligations, resulting in increased defaults in the reference portfolio and ultimately the ability of the Issuer to pay interest and repay principal to Noteholders.

The Brexit vote may also have an adverse effect on counterparties to the Transaction Documents. Depending on the terms of the exit from the EU they may become unable to perform their obligations resulting from changes in regulation, including the loss of existing regulatory rights to do cross-border business. Additionally, counterparties may be adversely affected by rating actions or volatile and illiquid markets (including currency markets and bank funding markets) arising from the Brexit Vote, the Article 50 Notice and the conduct and progress of the formal withdrawal negotiations. As a result, there is an increased risk of such counterparties becoming unable to fulfil their obligations which could have an adverse impact on their ability to provide services to the Issuer and, accordingly, on the ability of the Issuer to make payments of interest and repayments of principal to Noteholders. See "The Issuer's Reliance on Certain Transaction Parties" above.

Finally, the Brexit Vote has resulted in downgrades of the UK sovereign and the Bank of England by Standard & Poor's, Fitch and Moody's. Standard & Poor's and Fitch have both placed a negative outlook on these ratings, suggesting a strong possibility of further negative rating action. The rating of the sovereign affects the ratings of entities operating in its territory, and in particular the ratings of financial institutions. Further downgrades may cause downgrades to counterparties to the Transaction Documents meaning that they cease to have the relevant required ratings to fulfil their roles and need to be replaced. If rating action is widespread, it may become difficult or impossible to replace counterparties to the Transaction Documents with others who have the required ratings on similar terms or at all. Moreover, a more pessimistic economic outlook for the UK in general could lead to increased concerns around the future performance of the reference portfolio and accordingly payments on the Notes could be adversely affected.

While the extent and impact of these issues is not possible for the Issuer to predict, Noteholders should be aware that they could have an adverse impact on the Notes and payments on the Notes.

EU Risk Retention and Transparency Requirements

Investors should be aware and in some cases are required to be aware of the risk retention and due diligence requirements in Europe (the "EU Risk Retention, Transparency and Due Diligence Requirements") which currently apply in respect of various types of EU regulated investors including institutions for occupational retirement, credit institutions, alternative investment fund managers who manage or market alternative investment funds in the EU, investment firms, insurance and reinsurance undertakings and management companies of UCITS funds (or internally managed UCITS) which are set out in Regulation (EU) 2017/2402 (the "Securitisation Regulation"). These requirements restrict such investors from investing in securitisations unless such investors have verified among other things that: (i) the originator, sponsor or original lender will retain, on an ongoing basis, a material net economic interest of not less than five per cent. in the securitisation and the risk retention is disclosed to the investor (the "Risk Retention

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Requirements"); (ii) the originator, sponsor or securitisation special purpose entity ("SSPE") has, where applicable, made available certain information in accordance with the frequency and modalities provided for in the Securitisation Regulation; and (iii) where the originator or original lender is established in the EU, and is not a credit institution or an investment firm (as defined in the European Union Capital Requirements Regulation (Regulation (EU) No 575/2013 together with the Corrigendum to Regulation (EU) No. 575/2013) ("CRR"), as supplemented by Commission Delegated Regulation (EU) No 625/2014 of 13 March 2014 and Commission Implementing Regulation (EU) No 602/2014 of 4 June 2014), the originator or original lender grants all the credits giving rise to the underlying exposures on the basis of sound and well-defined criteria and clearly established processes as detailed in the Securitisation Regulation.

Santander Consumer (UK) plc in its capacity as an "originator" within the meaning of Article 2(3) of the Securitisation Regulation, undertakes to retain, at all times until the redemption in full of the Junior Notes, a material net economic interest in the securitisation of not less than 5% as contemplated by Article 6(3)(c) of the Securitisation Regulation (the "Risk Retention Undertaking"). Such holding will be achieved by the Junior Protection Buyer retaining randomly selected loans which are selected in accordance with the same Eligibility Criteria as the Reference Portfolio, having an aggregate outstanding principal amount equivalent to no less than five (5) per cent. of the Reference Portfolio Notional Amount on the Closing Date, which would otherwise have been included in the Reference Portfolio as Reference Obligations (the "Retained Exposures").

Santander Consumer (UK) plc undertakes that it will not enter into any hedging or credit risk mitigation transaction in respect of the Retained Exposures which would have the effect of either (i) causing the undertaking in the preceding paragraph not to be satisfied at any time or (ii) double-hedging the same risk.

There remains significant uncertainty in respect of some of the key aspects of application of the EU Risk Retention, Transparency and Due Diligence Requirements, particularly those relating to disclosure and transparency, due diligence and risk retention.

The risk retention and due diligence requirements described above apply in respect of the Junior Notes. Investors in such Notes should therefore make themselves aware of such requirements (and any corresponding implementing rules of their regulators), where applicable to them, in addition to any other regulatory requirements applicable to them with respect to their investment in the such Notes.

Relevant investors are required to independently assess and determine the sufficiency of the information described therein for the purposes of complying with any relevant requirements and none of the Issuer, any other member of the Santander Consolidated Group, the Trustee, any of their Affiliates or any other person makes any representation that the information described therein is sufficient in all circumstances for such purposes or any other purpose or that the structure of the Junior Notes, the Issuer and the transactions described herein are compliant with the EU Risk Retention, Transparency and Due Diligence Requirements described above or any other applicable legal or regulatory or other requirements and no such person shall have any liability to any prospective investor with respect to any deficiency in such information or any failure of the transactions or structure contemplated hereby to comply with or otherwise satisfy such requirements.

Prospective investors should therefore make themselves aware of the EU Risk Retention and Due Diligence Requirements described above (and any corresponding implementing rules of their regulator), where applicable to them, in addition to any other applicable regulatory requirements with respect to their investment in the relevant Notes. If a regulator determines that the transaction did not comply or is no longer in compliance with the EU Risk Retention and Due Diligence Requirements or any applicable legal, regulatory or other requirement, then investors may be required by their regulator to set aside additional capital against their investment in the Notes or take other remedial measures in respect of their investment in the Notes.

Any changes in the law or regulation, the interpretation or application of any law or regulation or changes in the regulatory capital treatment of the Notes for some or all investors may negatively impact the regulatory position of individual investors and, in addition, may have a negative impact on the price and liquidity of the Notes in the secondary market. Without limitation to the foregoing, no assurance can be given that the EU Risk Retention, Transparency and Due Diligence Requirements, or the interpretation or application thereof, will not change (whether as a result of the legislative proposals put forward by the

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European Commission or otherwise), and, if any such change is effected, whether such change would affect the regulatory position of current or future investors in the Notes.

Article 7 of the Securitisation Regulation contains extensive transparency requirements (the "Transparency Requirements") that require the originator, sponsor and SSPE of a securitisation to make certain prescribed information relating to the securitisation available to investors, competent authorities and, upon request, to potential investors. Article 7 also requires the originator, sponsor and SSPE must designate amongst themselves one entity to fulfil the disclosure requirements (the "reporting entity") under the Securitisation Regulation. The Junior Protection Buyer has undertaken to act as the reporting entity in relation to the issuance of the Notes and shall be liable for ensuring the satisfaction of the disclosure requirements.

The Junior Protection Buyer has made the documentation referred to in Article 7.1(b) of the Securitisation Regulation available to Noteholders, prospective holders of the Notes and the competent authorities via a website currently located at https://EuroABS.com (or such other website as may be notified in writing by the Issuer to the Trustee and the Noteholders in accordance with the "Notices to Noteholders" section of the Conditions) which shall be accessible to the competent authorities, any Noteholder and any potential investor in the Notes. Investors should note that while Article 7.1(b) of the Securitisation Regulation requires the provision of, among other things, the "final offering circular" and the "closing transaction documentation" before pricing this is not possible, therefore the Junior Protection Buyer intends to make such documents available in draft form to potential investors in the Notes prior to pricing and to make final versions of such documents available to investors, competent authorities and, upon request, potential investors within 5 Business Days of the Closing Date. As a result, investors should note that the documents which were made available before pricing are subject to change. None of the Issuer, any member of the Santander Consolidated Group, the Trustee, any of their Affiliates or any other person gives any assurance as to whether competent authorities will determine that such disclosure is sufficient for the purposes of the Securitisation Regulation.

Article 7 of the Securitisation Regulation also includes ongoing reporting obligations which include quarterly portfolio level disclosure ("Loan Reports"); quarterly investor reports ("Investor Reports"); and any inside information relating to the securitisation that the reporting entity is obliged to make public under the Market Abuse Regulation ("Inside Information"). At present, it is unclear whether the ongoing reporting obligations will also include the reporting of any significant events ("Significant Events") for transactions which are already subject to the Market Abuse Regulation regime, but to the extent this does apply such events will need to be reported on an ongoing basis in addition to the Inside Information.

On 16 October 2019, the European Commission adopted the delegated regulation (the "Delegated Regulation") on the technical standards on the disclosure requirements under the Securitisation Regulation. The Delegated Regulation includes detailed disclosure templates for asset-level and investor reporting and templates for disclosure of inside information and significant events (the "reporting templates"). The Delegated Regulation is currently in a three month non-objection period, which may be extended to six months at the option of either the European Parliament or of the Council. Following the expiry of such non-objection period, and provided that no objections are made by either the European Parliament or the Council, the Delegated Regulation can be published in the Official Journal of the European Union. The delegated Regulation is expected to enter into force on the 20th day following its publication in the Official Journal of the European Union. As of the date of this Information Memorandum, the Delegated Regulation has not been published in the Official Journal of the European Union.

In the absence of the final reporting templates, the transitional provisions of the Securitisation Regulation with respect to the reporting obligations provide that for the purposes of the asset level reports and the investor reporting, the reporting entity shall make available the information referred to in Annexes I to VIII of Delegated Regulation (EU) 2015/3 (the "CRA3 RTS"). In their current form, the CRA3 RTS only apply to structured finance instruments for which a reporting template has been specified. Currently there is no template for a portfolio of large corporate loans (such as the Reference Portfolio) nor is it expected that one will be developed in accordance with the CRA3 RTS.

Whether the Junior Protection Buyers will be able to obtain and report all of the information required in connection with the reporting in accordance with Article 7 of the Securitisation Regulation, particularly after the SR Reporting Effective Date, is unclear as the templates to be used for reporting such information are not yet final (as to which, see below). The Junior Protection Buyers will make available such reports and information via a website currently located at https://EuroABS.com (or such other website as may be

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notified in writing by the Junior Protection Buyers to the Issuer, the Trustee and the Noteholders in accordance with the "Notices to Noteholders" section of the Conditions) which shall be accessible to any person who certifies to the Issuer that it is (i) a Noteholder, (ii) a competent authority or (iii) a potential investor in the Notes.

Any failure by the Junior Protection Buyer to fulfil its obligations in respect of the reporting obligations of Article 7 of the Securitisation Regulation, whether as a result of the inability of such Protection Buyer to provide all or any of the additional information which may be required to be provided by it after the SR Reporting Effective Date or for any other reason, may cause the transaction to be non-compliant with the Securitisation Regulation. If a regulator determines that the transaction did not comply or is no longer in compliance with the reporting obligations, then investors may be required by their regulator to set aside additional capital against their investment in the Notes or take other remedial measures in respect of their investment in the Notes.

On 30 November, 2018 the EBA, ESMA and the European Insurance and Occupational Pensions Authority (collectively the "European Supervising Authorities" or "ESAs") published a joint statement (the "Joint Statement") regarding the reporting templates under Article 7 of the Securitisation Regulation. In the Joint Statement the ESAs stated that they expect national competent authorities to generally apply their supervisory powers in their day-to-day supervision and enforcement of applicable legislation in a proportionate and risk-based manner. This approach entails that national competent authorities ("CAs") can, when examining reporting entities' compliance with the disclosure requirements of the Securitisation Regulations (which apply from 1 January 2019, albeit in a non-standardised manner), take into account the type and extent of information already being disclosed by reporting entities. The ESAs also noted that they expect that difficulties with compliance will be solved with the publication in the Official Journal of the disclosure templates in respect of the Transparency Requirements of Article 7 of the Securitisation Regulation. As such, the Joint Statement from the ESAs should be viewed as a temporary measure. The Joint Statement goes on to state that this approach does not entail general forbearance, but a case-by-case assessment by the CAs of the degree of compliance with the Securitisation Regulation.

In light of the Joint Statement, the transaction described herein will initially seek to comply with subparagraphs (a) and (e) of Article 7 of the Securitisation Regulation through preparation of Loan information in the form prescribed in the CRAs RTS, as well as the Periodic Reports (see "Periodic Reports" and "The EU Retention and Transparency Requirements – Securitisation Regulation – Transparency Requirements"). Investors should note that it is for relevant competent authorities to determine whether they consider that this form of reporting satisfies Article 7 of the Securitisation Regulation and none of the Issuer, any other member of the Santander Consolidated Group, the Trustee, any of their Affiliates or any other person gives any assurance as to whether this form of reporting will satisfy Article 7 of the Securitisation Regulation. As the Joint Statement does not "grandfather" transactions that are issued after 1 January 2019 but before the final disclosure templates are published in the Official Journal, such transactions, including the transaction described herein, will need to comply with the disclosure templates required by Article 7 of the Securitisation Regulation once the Delegated Regulation enters into force.

Santander Consumer (UK) plc Credit Policy

Santander Consumer (UK) plc will operate within the parameters of its internal Credit Policy (as defined below) and Servicing Principles. In formulating and acting in accordance with such Credit Policy and Servicing Principles, Santander Consumer (UK) plc has acted, and will continue to act, as a prudent lender.

Santander Consumer (UK) plc has internal policies and procedures in relation to the granting of credit, administration of credit-risk bearing portfolios and risk mitigation. The policies and procedures of Santander Consumer (UK) plc in this regard broadly include the following:

(a) criteria for the granting of credit and the process for approving, amending, renewing and re-financing credits (as to which, in relation to the Reference Obligations, see the information set out in this Information Memorandum headed "Eligibility Criteria and Portfolio Guidelines" which describes the criteria that the selection of Reference Obligations to be included in the Reference Portfolio is subject to);

(b) systems and committees in place to administer and monitor the various credit-risk bearing portfolios and exposures (as to which it should be noted that the Reference Portfolio will be

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serviced in line with the servicing procedures of Santander Consumer (UK) plc and/or the Relevant Lender – please see the sub-sections of this Information Memorandum headed "Overview of Lending Market and Origination and Servicing of Reference Obligations" and "Credit Protection Deeds - Reference Portfolio");

(c) adequate diversification of credit portfolios given the overall credit strategy (as to which, in relation to the Reference Portfolio, see the section of this Information Memorandum headed "Description of the Initial Reference Portfolio");

(d) policies, procedures, governance and committees in relation to risk mitigation techniques; and

(e) to the extent not subject to confidentiality restrictions, upon reasonable request, as soon as reasonably practicable grant readily available access to up to date information in respect of the Reference Portfolio to the extent provided in respect of the Initial Reference Portfolio pursuant to the section of this Information Memorandum entitled "Description of the Initial Reference Portfolio".

AIFMD

AIFMD provides, among other things, that all AIFs must have a designated AIFM with responsibility for portfolio and risk management. AIFMD is transposed into Irish law by the AIFM Regulation.

On 8 November 2013, in order to assist in limiting any uncertainty until definitive positions and practises are finalized at a European level, the Central Bank published a fifth edition of its AIFMD Questions and Answers ("Q&A") pursuant to which it confirmed that, as a transitional arrangement, entities which are either:

(a) registered financial vehicle corporations within the meaning of Article 1(1) of Regulation (EU) No. 1075/2013 of the European Central Bank of 18 October 2013 concerning statistics on the assets and liabilities of financial vehicle corporations engaged in securitisation transactions (recast)(ECB/2013/40); or

(b) financial vehicles (such as the Issuer) engaged solely in activities where economic participation is by way of debt or other corresponding instruments which do not provide ownership rights in the financial vehicle (as are provided by the sale of its shares),

are advised that they do not need to seek authorisation as, or appoint, an AIFM (unless the Central Bank advises those entities otherwise in a replacement Q&A, which, according to the most recent edition of the Q&A which was published on 29 March 2019, it does not intend to do, at least for so long as the European Securities and Markets Authority ("ESMA") continues its current work on the matter) (the "Transitional Arrangements").

ESMA has not yet given any formal guidance on the application of AIFMD to entities such as the Issuer which issue solely debt securities. If AIFMD were to apply to the Issuer, the Collateral Manager would need to be appropriately regulated. The Issuer would also be classified as a "financial counterparty" under the European Market Infrastructure Regulation EU 648/2012 and may be required to comply with clearing obligations or other risk mitigation techniques with respect to derivative transactions including obligations to post margin to any central clearing counterparty or market counterparty. In addition, AIFMD would entail several consequences for the Issuer, notably:

(a) the Issuer would have to delegate the management of its assets to a duly licensed AIFM (the "Issuer AIFM");

(b) the Issuer AIFM would have to implement procedures in order to identify, prevent, manage, monitor and disclose conflict of interests;

(c) adequate risk management systems would need to be implemented by the Issuer AIFM to identify, measure, manage and monitor appropriately all risks relevant to the Issuer's investment strategy and to which the Issuer is or can be exposed (including appropriate stress testing procedures);

(d) valuation procedures would need to be designed at the Issuer level;

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(e) a depositary would have to be appointed in relation to the Issuer's assets; and

(f) the Issuer and the Issuer AIFM would be subject to certain reporting and disclosure obligations.

From the Issuer's perspective, if the Issuer were considered to be an AIF and could not benefit from the exemption afforded to special purpose entities ("SSPEs") (as defined in AIFMD) provided in AIFMD or the Transitional Arrangements, AIFMD would require the Collateral Manager and/or the Issuer to seek authorisation to become an AIFM under AIFMD. If the Collateral Manager or the Issuer were to fail to, or be unable to, obtain such authorisation, the Collateral Manager may not be able to continue to manage the Issuer's assets, or its ability to do so may be impaired and, in the event that AIFMD becomes applicable to the Issuer, the Issuer's costs and expenses could increase significantly.

The Issuer intends to treat itself as a financial vehicle engaged solely in activities where economic participation is by way of debt or other corresponding instruments which do not provide ownership rights in the financial vehicle (as are provided by the sale of its shares) and therefore does not currently expect to fall within the ambit of AIFMD or the AIFM Regulation in accordance with the Q&A. However, as the AIFM Regulation is open to interpretation, the Issuer cannot be sure that the Central Bank, ESMA or a court would take the same view, notwithstanding the fact that the Central Bank currently considers entities such as the Issuer to fall outside of the ambit of AIFMD and the AIFM Regulation.

Changes in Law and/or Regulatory, Accounting and/or Administrative Practices

The structure of the issue of the Notes is based on English and Irish law, regulatory and administrative practice in effect as at the date of this Information Memorandum, and having due regard to the expected tax treatment of all relevant entities under English and Irish tax law. No assurance can be given as to the impact of any possible change in English law, Irish law, regulatory or administrative practices in Irish tax law, or the interpretation or administration thereof.

Foreign Account Tax Compliance Act

In certain circumstances payments made on or with respect to the Notes after 31 December 2016 may be subject to U.S. withholding tax under Sections 1471 through 1474 of the U.S. Internal Revenue Code (commonly referred to as "FATCA"). This withholding does not apply to payments on Notes that are issued prior to the date that is six (6) months after the date on which the final regulations that define "foreign passthru payments" are published unless the Notes are "materially modified" after that date or are characterized as equity for U.S. federal income tax purposes.

Whilst the Notes are in global form and held within Euroclear and Clearstream (together, the "ICSDs"), in all but the most remote circumstances, it is not expected that FATCA will affect the amount of any payment received by the ICSDs. However, FATCA may affect payments made to custodians or intermediaries in the subsequent payment chain leading to the ultimate investor if any such custodian or intermediary generally is unable to receive payments free of FATCA withholding. It also may affect payment to any ultimate investor that is a financial institution that is not entitled to receive payments free of withholding under FATCA, or an ultimate investor that fails to provide its broker (or other custodian or intermediary from which it receives payment) with any information, forms, other documentation or consents that may be necessary for the payments to be made free of FATCA withholding. Investors should choose the custodians or intermediaries with care (to ensure each is compliant with FATCA or other laws or agreements related to FATCA) and provide each custodian or intermediary with any information, forms, other documentation or consents that may be necessary for such custodian or intermediary to make a payment free of FATCA withholding. Investors should consult their own tax adviser to obtain a more detailed explanation of FATCA and how FATCA may affect them. The Issuer's obligations under the Notes are discharged once it has paid the common depositary or common safekeeper for the ICSDs (as bearer holder of the Notes) and the Issuer has therefore no responsibility for any amount thereafter transmitted through hands of the ICSDs and custodians or intermediaries.

FATCA potentially imposes a 30 per cent withholding tax on certain payments made to the Issuer unless the Issuer complies with regulations in Ireland that implement the intergovernmental agreement dated 21 December 2012 between the government of Ireland and the United States (the "Irish IGA"). The Irish IGA requires, among other things, that the Issuer collect and provide to the Irish tax authorities, which will provide such information to the US Internal Revenue Service, certain information regarding direct and

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indirect holders of the Notes unless the Issuer qualifies as a "Non-Reporting Irish Financial Institution" (as defined in the Ireland IGA) or is otherwise entitled to an exemption under FATCA.

The Issuer intends to comply with its obligations under the Irish IGA and FATCA. However, in some cases, the ability to comply could depend on factors outside of the Issuer's control.

The rules under FATCA or the Irish IGA may also change in the future. There can be no assurance, however, that the measures adopted by the Issuer will be effective, and that the Issuer and holders of the Notes will not be subject to withholding taxes under FATCA. The imposition of such taxes could materially affect the Issuer's ability to make payments on the Notes or could reduce such payments and the costs of compliance with FATCA and the Irish IGA may be significant.

FATCA is particularly complex. The above description is based in part on regulations, official guidance and the Ireland IGA, all of which are subject to potential change in the future. Prospective investors should consult their own tax advisers on how these rules may apply to the Issuer and to payments they may receive in connection with the Notes.

Common Reporting Standard (CRS)

On 21 July 2014, the Standard for Automatic Exchange of Financial Account Information in Tax Matters was published by the OECD and this includes the Common Reporting Standard ("CRS"). The CRS provides that certain entities (known as Financial Institutions) shall identify "Accounts" (as defined, broadly equity and debt interests in the Financial Institution) held by persons who are tax resident in another CRS participating jurisdiction. That information is then subject to annual automatic exchange between governments in CRS participating jurisdictions.

Directive 2014/107/EU on Administrative Cooperation in the Field of Taxation ("DAC II") implements CRS in a European context and creates a mandatory obligation for all EU Member States to exchange financial account information in respect of residents in other EU Member States on an annual basis. Ireland has provided for the implementation of (i) CRS through Section 891F of the TCA and the enactment of the Returns of Certain Information by Reporting Financial Institutions Regulations 2015 (the "CRS Regulations"); (ii) DAC II through Section 891G of the Irish IGA and the enactment of the Mandatory Automatic Exchange of Information in the Fields of Taxation Regulators 2013. Irish Financial Institutions are obliged to make a single return in respect of CRS and DAC II. CRS has applied in Ireland since 1 January 2016.

The Issuer is expected to constitute a Financial Institution for CRS purposes. In order to comply with its obligations under CRS and DAC II, the Issuer shall be entitled to require Noteholders to provide certain information in respect of the Noteholder's and, in certain circumstances, their controlling persons' tax status, identity or residence. Noteholders will be deemed, by their holding of the Note, to have authorised the automatic disclosure of such information by the Issuer (or any nominated service provider) to the Irish Revenue Commissioners. The information will be reported by the Issuer to the Irish Revenue Commissioners who will then exchange the information with the tax or governmental authorities of other participating jurisdictions, as applicable. To the extent that the Notes are held within a recognised clearing system, the Issuer should have no reportable accounts in a tax year.

Provided the Issuer complies with these obligations, it should be deemed compliant for CRS and DAC II purposes. Failure by the Issuer to comply with its CRS and DAC II obligations may result in it being deemed to be non-compliant in respect of its CRS obligations and monetary penalties may be imposed pursuant to the Irish implementing legislation.

Listing

Application has been made to Euronext Dublin for the Notes to be admitted to the Official List and trading on its Global Exchange Market. There can be no assurance that any such listing will be maintained.

Irish Law Risk Factors

Preferred creditors and floating charges under Irish law

Under Irish law, upon the insolvency of an Irish incorporated company (such as the Issuer), when applying the proceeds of assets subject to fixed security which may have been realised in the course of a liquidation

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or receivership, the claims of a limited category of preferential creditors will take priority over the claims of creditors holding the relevant fixed security. These preferred claims include the remuneration, costs and expenses properly incurred by an examiner of the company (which may include any borrowing made by any examiner to fund the company's requirements for the duration of his appointment) which have been approved by the Irish courts. See "Examinership" below.

The holder of a fixed security over the book debts of an Irish incorporated company (which would include the money standing to the credit of the accounts of the Issuer) may be required by the Irish Revenue Commissioners, by notice in writing from the Irish Revenue Commissioners, to pay to them sums equivalent to those which the holder of the fixed security thereafter receives in payment of debts due to it by the company. Where the holder of the security has given notice to the Irish Revenue Commissioners of the creation of the security within twenty-one (21) calendar days of its creation, the holder's liability is limited to the amount of certain outstanding Irish tax liabilities of the company (including liabilities in respect of value added tax) arising after the issuance of a notice by the Irish Revenue Commissioners to the holder of fixed security.

The Irish Revenue Commissioners may also attach any debt due to an Irish tax resident company by another person in order to discharge any liabilities of the company in respect of outstanding tax whether the liabilities are due on its own account or as an agent or trustee. The scope of this right of the Irish Revenue Commissioners has not yet been considered by the Irish courts and it may override the rights of holders of security (whether fixed or floating) over the debt in question.

In relation to the disposal of assets of an Irish tax resident company which are subject to security, a person entitled to the benefit of the security may be liable for tax in relation to any capital gains made by the company on a disposal of those assets on exercise of the security.

The essence of a fixed charge is that the person creating the charge does not have liberty to deal with the assets which are the subject matter of the security in the sense of disposing of such assets or expending or appropriating the moneys or claims constituting such assets and, accordingly, if and to the extent that such liberty is given to the Issuer, any security constituted by the Security Documents may operate as a floating, rather than a fixed charge.

Depending on the level of control actually exercised by the chargor, it is possible that security created by the Issuer pursuant to the Security Document(s) would be regarded by the Irish courts as creating a floating charge. Under Irish law, floating charges have certain weaknesses, including the following:

(a) they have weak priority against purchasers (who are not on notice of any negative pledge contained in the floating charge) and chargees of the assets concerned and against lien holders, execution creditors and creditors with rights of set-off;

(b) they rank after certain preferential creditors, such as claims of employees and certain taxes on winding up;

(c) they rank after certain insolvency remuneration expenses and liabilities;

(d) the examiner of a company has certain rights to deal with the property covered by floating charges; and

(e) they rank after fixed charges.

Examinership

Examination is a court procedure available under the Companies Act 2014 to facilitate the survival of Irish companies in financial difficulties.

The Issuer, the Directors, a contingent, prospective or actual creditor of the Issuer, or shareholders of the Issuer holding, at the date of presentation of the petition, not less than one-tenth of the voting share capital of the Issuer are each entitled to petition the court for the appointment of an examiner. The examiner, once appointed, has the power to set aside contracts and arrangements entered into by the company after his appointment and, in certain circumstances, can avoid a negative pledge given by the company prior to his appointment. Furthermore, the examiner may sell assets which are the subject of a fixed charge. However,

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if such power is exercised, the examiner must account to the holders of the fixed charge for the amount realised and discharge the amount due to the holders of the fixed charge out of the proceeds of the sale.

During the period of protection, the examiner will formulate proposals for a compromise or scheme of arrangement to assist the survival of the company or the whole or any part of its undertaking as a going concern. A scheme of arrangement may be approved by the Irish High Court when at least one class of creditors has voted in favour of the proposals and the Irish High Court is satisfied that such proposals are fair and equitable in relation to any class of members or creditors who have not accepted the proposals and whose interests would be impaired by implementation of the scheme of arrangement.

In considering proposals by the examiner, it is likely that secured and unsecured creditors would form separate classes of creditors. In the case of the Issuer, if the Trustee represented the majority in number and value of claims within the secured creditor class, the Trustee would be in a position to reject any proposal not in favour of the Noteholders. The Trustee would also be entitled to argue at the Irish High Court, being the relevant court for the purposes of the Companies Act 2014, hearing at which the proposed scheme of arrangement is considered that the proposals are unfair and inequitable in relation to the creditors of the Issuer, especially if such proposals included a writing down of the value of amounts due from the Issuer to the creditors or resulted in the creditors receiving less than they would have if the Issuer were to be wound up. The primary risks to the holders of Notes if an examiner were appointed to the Issuer are as follows:

(a) the potential for a compromise or scheme of arrangement being approved involving the writing down or rescheduling of the debt due from the Issuer to the Noteholders as secured by the Security Document(s);

(b) the potential for the examiner to seek to set aside any negative pledge in the Transaction Documents prohibiting the creation of security or the incurring of borrowings by the Issuer to enable the examiner to borrow to fund the Issuer during the protection period; and

(c) in the event that a scheme of arrangement is not approved and the Issuer subsequently goes into liquidation, the examiner's remuneration and expenses (including certain borrowings incurred by the examiner on behalf of the Issuer and approved by the Irish High Court) will take priority over the monies and liabilities which from time to time are or may become due, owing or payable to each of the Noteholders under the Notes or the other Transaction Documents and which are secured by the security granted pursuant to the Security Document(s).

The Issuer believes that the risks described above are the principal risks inherent in the transaction for Noteholders, but the inability of the Issuer to pay interest, principal or other amounts on, or in connection with, the Notes may occur for other reasons and the Issuer does not represent that the above statements regarding the risks relating to the Notes are exhaustive. Although the Issuer believes that the various structural elements described in this Information Memorandum lessen some of these risks for Noteholders, there can be no assurance that these measures will be sufficient to ensure payment to Noteholders of interest, principal or any other amounts on or in connection with the Notes on a timely basis or at all.

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OVERVIEW OF LENDING MARKET AND ORIGINATION AND SERVICING OF REFERENCE OBLIGATIONS

Santander Consumer (UK) plc ("SCUK") was founded in 2005 and remain a major player in the independent consumer finance market in the UK, specialising in vehicle finance and predominantly car finance in both the new and used market. SCUK is wholly owned by Santander UK but also fits into the strategic plans of Santander Consumer which is a division of Banco Santander. The strategic alliance with Santander Consumer division allows SCUK to leverage many internal relationships that complement the SCUK business in terms of technology, resourcing and origination with Santander Consumer having alliances and joint ventures with many car manufacturers across Europe.

Within the UK SCUK has a diverse range of origination channels, which include two formal joint ventures in the local vicinity to its Surrey location in Redhill. The first of these joint ventures is Hyundai Capital UK ltd (HCUK), which was formed in 2012 and secondly PSAF UK, which was formed with PSA in 2014. These joint ventures contribute to an overall Balance Sheet of £7.8bn as at the end of June 2019.

SCUK itself operates wholly from its head office in Redhill, with a total headcount of 628 people as at the end of September 2019. A significant number of the staff of SCUK are however in field based roles to support and monitor the many thousands of dealers with whom the business transacts with each year. In addition to the retail lending of the business, SCUK also provides a significant amount of wholesale lending to assist dealers in stocking their forecourts. As at the end of September 2019 SCUK was managing a portfolio of over 450,000 receivables for its own book and an additional 194,000 for its joint venture HCUK.

The operations of the business housed in Redhill are responsible for a number of key functions, such as underwriting, customer services, collections, risk management, finance, compliance and human resources. SCUK uses third parties for a number of key roles in its business such as credit reference agencies and a number of auction houses which are used to sell cars returned to SCUK on PCP agreements or recovered after a hostile termination of indeed a voluntary termination. SCUK does leverage its wider relationships with the Santander group particularly to provide the information technology infrastructure that supports the day to day operational business.

SCUK, HCUK and PSAFUK all maintain and active presence in the capital markets, with SCUK in particular having a long standing presence in the securitisation market having issued in Sterling and Dollars since 2012 as part of a long standing strategy to diversify its funding sources from Securitisation. The remainder of the funding of SCUK is derived from Santander UK plc via a facility agreement that has grown in step with the business that has now expanded it range of manufacturer partners to include Mazda, Volvo, Yamaha, Caterham, McLaren, MG Motors, Husqvarna and KTM, not to mention Citroen, Peugeot, Hyundai and Kia by virtue of the joint ventures in place.

As well as its leading position in the new car market, SCUK maintains a strong presence in the used car market, noting however that the lending products will differ between the new and used car markets, with Personal Contract Purchase (PCP) lending being the predominant product choice for new car finance, however SCUK has significantly grown its Personal Contract Hire portfolio in recent years to complement its secured offering to retail customers. Used car lending has also been a growth area for SCUK, with whom it operates across the UK, although the business has recently reduced the level of brokers it deals with to originate business to a select number of such introducers such that the vast majority of business is derived from purely retail channels and primarily non-major car dealerships, with whom SCUK will continue to operate with when profitable to do so.

SCUK is authorised in the UK by the Financial Conduct Authority (FCA) and has engaged alongside other finance houses with the FCA in its recent review of the motor finance market and as updated last month on the FCA website1. Through its ownership by Santander UK plc, the business of SCUK also falls under the auspices of the Prudential Regulation Authority (PRA) and as such there is a strong governance structure to administer the operations of the business with senior members of the Santander UK plc management also serving on the board of SCUK.

Santander is a prime lender within the UK auto loan market and credit quality of the portfolio has remained strong throughout 2018 and 2019, with its stage 3 ratio standing at just 0.55% as at June 2019. Gross write offs in the same period were £17million, with gross write offs being £24m in the full year to 31st December

1 https://www.fca.org.uk/publications/multi-firm-reviews/fca-acts-address-unclear-and-excessive-motor-finance-costs

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2018. Loans and advances to customers as at 30th June stood at £7.8 billion versus £7.3bn as at the end of 2018, so SCUK has maintained it growth in a challenging market given recent political turmoil in the UK due to the ongoing uncertainty due to BREXIT.

SCUK's profitability has remained strong through the course of recent years and Profit Before Tax was reported at £159.39m for the full year ending 31st December 2018, which was a small increase on 2017 (£151.96m). SCUK’s contribution to overall profitability of San UK was 10% in 2018 and its cost income ratio was maintained at an efficient level of 32.77% in 2018 (31.84% in 2017).

SCUK did not issue any securitisations in 2018, with its revolving securitisations still providing funding throughout the course of the year. Both these transactions are now amortising and SCUK will review its need to enter the public ABS (Asset Backed Security) markets in 2020 where recent changes to the securitisation regulation will influence the type of issuance it may offer going forward.

Across the brands SCUK work with, Volvo in particular has enjoyed a strong 2019 and of the 2million new car registrations registered in the UK this year, SCUK comprises just over 18% of the new car market, down 3% on 2018.

The overall UK car market has demonstrated some weakness since 2018, with new car registrations down 6.7% year on year (YoY) in October 2019 (versus October 2018) but were only down 2.9% year to date (YTD) as at September 2019. Used Car registrations are down -0.8% over the same period (YTD).

The car finance market has however strengthened YoY with new car finance up 5% by value, although -1% in terms of cases when comparing September 2019 with the same period last year.

Used car finance was up 12% in terms of value and 9% in cases over the same period and this has been a driver of the growth in SCUK’s balance sheet over the same period. The overall car finance market is up 3% by value over the same period and static in terms of cases.

SCUK is well positioned in both new and used markets across a number of manufacturers and strategic joint venture relationships, and so is well placed to grow in the UK market, whilst maintaining a its focus on risk management, compliance and diversified funding sources.

Marque 2019 YTD Market Share 2018 YTD Market Share Change

Citroen 45,031 2.25% 44,736 2.17% 0.66%

DS 3,111 0.16% 4,789 0.23% ‐35.04%

Hyundai 74,207 3.70% 81,095 3.93% ‐8.49%

Kia 86,345 4.31% 85,038 4.12% 1.54%

Mazda 35,316 1.76% 35,062 1.70% 0.72%

Peugeot 69,628 3.47% 71,010 3.44% ‐1.95%

Volvo 48,069 2.40% 42,044 2.04% 14.33%

Total 2,005,522 2,064,419 ‐2.85%

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DESCRIPTION OF THE INITIAL REFERENCE PORTFOLIO

General

The Reference Obligations included in the Reference Portfolio are derived from a portfolio of credit agreements with retail customers to finance the purchase of vehicles. The Initial Reference Portfolio Notional Amount is GBP 749,998,425.25. The number of Reference Obligations in the Initial Reference Portfolio is 79,293.

The Reference Obligations comprise Conditional Sale Agreements. These are fixed interest rate, usually fully amortising, level payment conditional sale contracts entered into by the Protection Buyers and the Reference Borrowers, with retention of title to the financed vehicle. Title to the financed vehicle passes to the Reference Borrower once all payments have been made. These agreements require the Reference Borrower to make an initial payment followed by scheduled payments which fully amortise the amount financed. In certain cases, a completion fee may be payable under the relevant Conditional Sale Agreement. In certain cases the final payment will not be level with all others. In the case of a conditional sale with a balloon, the final payment set out in these Conditional Sale Agreements will be significantly larger than the previous monthly payments of interest and principal. The Reference Borrower is required to insure the financed vehicle for its replacement value and against liability to others for loss or damage. The Reference Borrower may be required to provide a guarantee for his or her obligations under such Reference Obligation.

Information tables

The following tables relate to the initial pool of Conditional Sale Contracts.

Collateral Summary

Table 1: Composition of Provisional Loan Pool at November 2019 month-end.

Conditional Sale Contracts

New Used Total Aggregate Pool Balance ................................................................ 124,331,978 625,666,447 749,998,425 Number of Loans .......................................................................... 10,726 68,567 79,293

Minimum Loan Balance ............................................................ 129.32 92.36 92.36 Maximum Loan Balance ........................................................... 199,742 215,725 215,725

Arithmetic Average Loan Balance ............................................... 11,592 9,125 9,459 Balloon Payments ......................................................................... 2,928,629 71,078,323 74,006,952

Wtd Avg. Balloon Payments / Loan Origination Value ........... 29,300 16,658 17,160 Monthly Pay % ............................................................................. 100% 100% 100% Current Weighted Average LTV % .............................................. 43.73% 73.57% 68.62% Weighted Average Original Term to Maturity ............................. 40 52 50

Minimum Term ......................................................................... 12 12 12 Maximum Term ......................................................................... 60 60 60

Weighted Average Remaining Term to Maturity ......................... 30 41 39 Minimum Term ......................................................................... 1 1 1 Maximum Term ......................................................................... 58 58 58

Weighted Average Seasoning ....................................................... 10 11 11 Minimum Term ......................................................................... 2 2 2 Maximum Term ......................................................................... 59 59 59

Weighted Average APR 1.59% 7.91% 6.86% Number of Broker Loans 934 11,249 12,183 Number of Dealer Loans 9,792 57,318 67,110 Broker Balance 11,239,485 92,082,871 103,322,356 Dealer Balance 113,092,493 533,583,576 646,676,069

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Pool Cut Characteristics

Table 2: Agreement Balances at Origination

Original Balance

Percentage of Balance

Number of Agreements

Percentage of Agreements

1. Conditional Sale - New (£) .................. 176,471,813 18.47% 10,726 13.53% 2. Conditional Sale - Used (£) ................. 778,799,183 81.53% 68,567 86.47%

Total ......................................................... 955,270,995 100% 79,293 100%

Table 3: Current Agreement Balances

Current Balance




1. Conditional Sale - New (£) .................. 124,331,978 16.58% 10,726 13.53% 2. Conditional Sale - Used (£) ................. 625,666,447 83.42% 68,567 86.47%

Total ......................................................... 749,998,425 100% 79,293 100%

Table 4: Total Period Agreements

Con

trac

tual

Per

iod

Total

Min

Max

Current Principal Balances


0 13 445,133 109 14 25 18,330,154 4,142 26 37 171,110,322 20,631 38 49 212,857,429 19,082 50 > 347,255,386 35,329 WA 50

Total 749,998,425 79,293

Con

trac

tual

Per

iod

New Secured

Min

Max



0 13 53,677 36 14 25 4,602,069 686 26 37 88,257,862 7,463 38 49 12,207,648 919 50 > 19,210,722 1,622 WA 40

Total 124,331,978 10,726

Con

trac

tual

Per

iod

Used Secured

Min

Max



0 13 391,456 73 14 25 13,728,085 3,456 26 37 82,852,460 13,168 38 49 200,649,781 18,163 50 > 328,044,664 33,707 WA 52

Total 625,666,447 68,567

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Table 5: Agreement Seasoning

Tim

e on

Boo

k

Total

Min Max Current Principal

Balances Number of Agreements

0 3 96,107,183 8,318 4 6 146,299,447 13,450 7 9 142,425,596 13,776 10 12 115,611,782 12,192 13 15 93,169,017 10,657 16 18 71,095,151 8,683 19 21 33,726,900 4,385 22 24 14,749,213 1,964 25 27 10,839,130 1,379 28 30 7,337,133 959 31 33 5,390,253 855 34 36 3,626,973 632 37 39 3,085,613 418 40 42 1,899,093 321 43 45 2,002,106 319 46 48 1,284,663 260 49 51 783,782 306 52 54 300,666 146 55 57 210,071 175 58 60 54,655 98

WA 11

Total

749,998,425 79,293

Tim

e on

Boo

k

New Secured



0 3 17,654,599 1,153 4 6 24,419,550 1,726 7 9 29,417,066 2,264 10 12 15,493,038 1,307 13 15 14,560,889 1,479 16 18 9,850,690 1,123 19 21 5,587,713 718 22 24 1,142,649 177 25 27 1,288,261 153 28 30 744,847 63 31 33 858,738 71 34 36 573,954 60 37 39 782,265 79 40 42 488,369 68 43 45 759,130 84 46 48 338,107 62 49 51 228,724 60 52 54 88,320 31 55 57 39,426 25 58 60 15,644 23

WA 10

Total

124,331,978 10,726

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Tim

e on

Boo

k

Used Secured



0 3 78,452,584 7,165 4 6 121,879,897 11,724 7 9 113,008,531 11,512 10 12 100,118,744 10,885 13 15 78,608,128 9,178 16 18 61,244,460 7,560 19 21 28,139,187 3,667 22 24 13,606,564 1,787 25 27 9,550,869 1,226 28 30 6,592,286 896 31 33 4,531,515 784 34 36 3,053,019 572 37 39 2,303,347 339 40 42 1,410,724 253 43 45 1,242,976 235 46 48 946,556 198 49 51 555,058 246 52 54 212,347 115 55 57 170,645 150 58 60 39,010 75

WA 11

Total

625,666,447 68,567

Table 6: Remaining Term of Agreements

Rem

aini

ng

Ter

m

Total



0 13 17,841,200 4,755 14 25 93,371,440 13,747 26 37 197,637,885 19,876 38 49 248,080,853 23,441 50 > 193,067,046 17,474

WA 39

Total

749,998,425 79,293

Rem

aini

ng

Ter

m

New Secured



0 13 4,584,315 886 14 25 34,685,347 3,764 26 37 63,994,995 4,552 38 49 11,041,417 791 50 > 10,025,904 733

WA 30

Total

124,331,978 10,726

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Rem

ain

ing

Ter

m

Used Secured



0 13 13,256,886 3,869 14 25 58,686,093 9,983 26 37 133,642,890 15,324 38 49 237,039,436 22,650 50 > 183,041,142 16,741

WA 41

Total

625,666,447 68,567

Table 7: Vehicle Type

Total

Total Current Principal Balances Number of Agreements

Car ................................................................................................... 719,428,175 76,182 LCV ................................................................................................... 30,570,250 3,111

Mean .................................................................................................. 9,459

Total .................................................................................................. 749,998,425 79,293

New / Used Product Total Current Principal


New Secured Car 117,208,043 10,064 New Secured LCV 7,123,935 662 Used Secured Car 602,220,132 66,118

Used Secured LCV 23,446,315 2,449

Total 749,998,425 79,293

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Table 8: Agreement Yields

Yie

ld

Total

Min % [>] Max % [<=] Current Principal


0 157,447,405 15,667 0 1 213,579 27 1 2 622,717 95 2 3 1,336,351 150 3 4 7,418,714 741 4 5 48,821,963 3,475 5 6 63,893,267 4,454 6 7 69,837,132 5,888 7 8 107,168,366 9,987 8 9 61,053,243 6,482 9 10 97,353,178 11,977 10 11 47,978,552 6,366 11 12 31,507,315 4,816 12 13 21,310,085 3,372 13 14 21,626,090 3,291 14 15 9,041,695 1,525 15 16 896,738 207 16 17 1,612,966 459 17 18 689,395 232 18 19 122,034 57 19 20 17,953 11 20 21 10,454 3 21 22 13,760 6 22 23 1,227 2 23 24 858 1 24 25 1,413 1 25 26 - - 26 27 1,975 1 27 28 - - 28 29 - - 29 30 - - 30 + -

WA 6.58%

Total 749,998,425 79,293

Yie

ld

New Secured

Min % [>] Max % [<=] Current Principal


0 95,976,268 8,332 0 1 - - 1 2 - - 2 3 393,416 29 3 4 839,898 73 4 5 6,138,273 477 5 6 5,022,376 334 6 7 5,658,808 469 7 8 3,153,016 263 8 9 1,553,592 164 9 10 3,844,726 377

10 11 1,340,560 151 11 12 218,637 29 12 13 104,537 15 13 14 71,374 10 14 15 16,497 3 15 16 - - 16 17 - - 17 18 - - 18 19 - - 19 20 - - 20 21 - - 21 22 - - 22 23 - - 23 24 - -

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24 25 - - 25 26 - - 26 27 - - 27 28 - - 28 29 - - 29 30 - - 30 + - -

WA 1.53%

Total 124,331,978 10,726

Yie

ld

Used Secured

Min % [>] Max % [<=] Current Principal Balances Number of Agreements

0 61,471,137 7,335 0 1 213,579 27 1 2 622,717 95 2 3 942,935 121 3 4 6,578,816 668 4 5 42,683,689 2,998 5 6 58,870,891 4,120 6 7 64,178,324 5,419 7 8 104,015,350 9,724 8 9 59,499,652 6,318 9 10 93,508,452 11,600 10 11 46,637,992 6,215 11 12 31,288,678 4,787 12 13 21,205,548 3,357 13 14 21,554,716 3,281 14 15 9,025,198 1,522 15 16 896,738 207 16 17 1,612,966 459 17 18 689,395 232 18 19 122,034 57 19 20 17,953 11 20 21 10,454 3 21 22 13,760 6 22 23 1,227 2 23 24 858 1 24 25 1,413 1 25 26 - - 26 27 1,975 1 27 28 - - 28 29 - - 29 30 - - 30 + - -

WA _________________ 7.58%_

_____________________

Total

625,666,447 68,567

Table 9: Distribution by Loan-to-Value Ratio

Ori

gina

tion

Am

ount

\ V

ehic

le V

alue

Total

Min % [>] Max % [<=] Origination Balances Number of Agreements

0 10 88,479 47 10 20 1,437,593 380 20 30 7,524,524 1,473 30 40 24,305,014 3,372 40 50 98,194,732 8,190 50 60 107,922,258 8,851 60 70 70,815,347 6,784 70 80 101,373,566 8,827 80 90 135,765,405 10,736 90 100 193,194,481 14,841 100 110 136,636,576 10,384

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110 120 53,235,325 3,803 120 130 19,282,311 1,245 130 140 4,601,646 297 140 150 882,703 62 150 160 11,034 1 160 170 - - 170 180 - - 180 190 - - 190 200 - - 200 + - -

WA 82.24%

Total 955,270,995 79,293

229792-3-21-v16.0 - 60 - 70-40693086

Ori

gina

tion

Am

ount

\ V

ehic

le V

alue

New Secured


0 10 60,055 36 10 20 327,149 72 20 30 1,573,541 228 30 40 9,511,829 849 40 50 62,743,396 3,875 50 60 55,473,844 3,223 60 70 11,815,600 731 70 80 11,004,326 582 80 90 11,187,439 521 90 100 7,507,441 313 100 110 4,214,726 230 110 120 841,764 53 120 130 173,330 11 130 140 37,372 2 140 150 - - 150 160 - - 160 170 - - 170 180 - - 180 190 - - 190 200 - - 200 + - -

WA 57.20%

Total 176,471,813 10,726

Ori

gin

atio

n A

mou

nt

\ Veh

icle

Val

ue

Used Secured


0 10 28,424 11 10 20 1,110,443 308 20 30 5,950,983 1,245 30 40 14,793,186 2,523 40 50 35,451,336 4,315 50 60 52,448,415 5,628 60 70 58,999,746 6,053 70 80 90,369,240 8,245 80 90 124,577,966 10,215 90 100 185,687,040 14,528

100 110 132,421,850 10,154 110 120 52,393,561 3,750 120 130 19,108,981 1,234 130 140 4,564,274 295 140 150 882,703 62 150 160 11,034 1 160 170 - - 170 180 - - 180 190 - - 190 200 - - 200 + - -

WA 87.21%

Total 778,799,183 68,567

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Table 10: Deposit as a Percentage of Purchase Price

Dep

osit

Val

ue

%

Total

Min % [>]

Max % [<=]

Origination Principal Balances



0 10 367,666,807 303,065,907 27,366 10 20 163,478,227 129,754,227 12,756 20 30 104,284,299 82,445,908 8,977 30 40 71,239,334 56,043,674 6,828 40 50 107,429,350 78,538,802 9,186 50 60 111,472,415 78,747,360 9,012 60 70 20,110,730 14,635,918 3,131 70 80 8,045,086 5,729,897 1,600 80 90 1,490,093 1,000,288 411 90 100 54,655 36,444 26 WA 21.57%

Total 955,270,995 749,998,425 79,293

Dep

osit

Val

ue %

New Secured

Min % [>]

Max % [<=]

Origination Principal Balances



0 10 17,087,972 12,252,974 910 10 20 13,682,836 8,734,261 663 20 30 7,671,985 5,374,927 394 30 40 8,176,752 6,163,662 501 40 50 47,818,567 34,642,522 2,907 50 60 76,309,417 53,255,371 4,605 60 70 3,976,077 2,757,823 434 70 80 1,403,464 927,110 212 80 90 320,704 207,899 86 90 100 24,038 15,429 14 WA 42.74%

Total 176,471,813 124,331,978 10,726

Dep

osit

Val

ue

%

Used Secured

Min % [>] Max % [<=] Origination Principal

Balances Current Principal


0 10 350,578,835 290,812,934 26,456 10 20 149,795,391 121,019,966 12,093 20 30 96,612,314 77,070,981 8,583 30 40 63,062,582 49,880,012 6,327 40 50 59,610,782 43,896,280 6,279 50 60 35,162,997 25,491,989 4,407 60 70 16,134,653 11,878,095 2,697 70 80 6,641,622 4,802,787 1,388 80 90 1,169,389 792,389 325 90 100 30,617 21,016 12 WA 17.36%

Total 778,799,183 625,666,447 68,567

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Table 11: Model Year

Yea

r of

Man

ufa

ctu

re

Total

Year of Manufacture

Cash Price

Percentage of Cash Price


Percentage of Loans

Pre - 2006 - 0.00% - 0.00% 2006 - 0.00% - 0.00% 2007 - 0.00% - 0.00% 2008 - 0.00% - 0.00% 2009 - 0.00% - 0.00% 2010 17,459,375 1.28% 2,001 2.52% 2011 25,767,551 1.89% 2,704 3.41% 2012 41,833,809 3.07% 3,922 4.95% 2013 75,969,534 5.57% 6,219 7.84% 2014 135,380,194 9.93% 10,065 12.69% 2015 226,735,193 16.63% 15,765 19.88% 2016 216,321,319 15.87% 13,741 17.33% 2017 159,749,192 11.72% 8,241 10.39% 2018 269,020,140 19.74% 10,259 12.94% 2019 194,879,484 14.30% 6,376 8.04% Mean 17,191

Total 1,363,115,792 100% 79,293 100%

Yea

r of

Man

ufa

ctu

re

New Secured

Year of Manufacture

Cash Price



Percentage of Loans

2014 382,255 0.11% 17 0.16% 2015 3,800,092 1.14% 169 1.58% 2016 7,759,437 2.33% 291 2.71% 2017 11,623,903 3.49% 401 3.74% 2018 136,012,147 40.79% 4,336 40.43% 2019 173,830,438 52.14% 5,512 51.39%

Mean 31,084

Total 333,408,272 100% 10,726 100%

Yea

r of

Man

ufac

ture

Used Secured

Year of Manufacture

Cash Price



Percentage of Loans

Pre - 2006 - 0.00% - 0.00% 2006 - 0.00% - 0.00% 2007 - 0.00% - 0.00% 2008 - 0.00% - 0.00% 2009 - 0.00% - 0.00% 2010 17,459,375 1.70% 2,001 2.92% 2011 25,767,551 2.50% 2,704 3.94% 2012 41,833,809 4.06% 3,922 5.72% 2013 75,969,534 7.38% 6,219 9.07% 2014 134,997,939 13.11% 10,048 14.65% 2015 222,935,101 21.65% 15,596 22.75% 2016 208,561,883 20.25% 13,450 19.62% 2017 148,125,289 14.39% 7,840 11.43% 2018 133,007,993 12.92% 5,923 8.64% 2019 21,049,046 2.04% 864 1.26% Mean 15,018

Total 1,029,707,520 100% 68,567 100%

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Table 12: Geographical Distribution

Total

Region Current Principal

Balance Number of Agreements

East Midlands ................................................................................................................. 107,811,756 11,718 Greater London .............................................................................................................. 101,290,638 8,489 North East ...................................................................................................................... 78,770,101 8,659 North West ..................................................................................................................... 101,233,021 11,013 Northern Ireland ............................................................................................................. 23,546,063 2,870 Scotland .......................................................................................................................... 59,090,985 6,872 South East ...................................................................................................................... 135,603,415 14,189 South West ..................................................................................................................... 49,649,518 5,563 Wales .............................................................................................................................. 28,422,163 2,962 West Midlands ............................................................................................................... 64,580,766 6,958

New / Used

Product

Region

Current Principal Balance


N Secured East Midlands 16,393,850 1,417 N Secured Greater London 13,950,389 1,083 N Secured North East 11,503,223 1,019 N Secured North West 12,149,006 1,106 N Secured Northern Ireland 2,238,232 217 N Secured Scotland 11,089,794 1,012 N Secured South East 27,178,626 2,287 N Secured South West 11,955,202 1,046 N Secured Wales 9,417,481 818 N Secured West Midlands 8,456,175 721 U Secured East Midlands 91,417,906 10,301 U Secured Greater London 87,340,249 7,406 U Secured North East 67,266,879 7,640 U Secured North West 89,084,015 9,907 U Secured Northern Ireland 21,307,830 2,653 U Secured Scotland 48,001,191 5,860 U Secured South East 108,424,789 11,902 U Secured South West 37,694,316 4,517 U Secured Wales 19,004,682 2,144 U Secured West Midlands 56,124,590 6,237

Table 13: Dealer & Broker Mix

Current Balance




Broker ............................................................................. 103,322,356 13.78% 12,183 15.36% Dealer ............................................................................. 646,676,069 86.22% 67,110 84.64%

Total ............................................................................... 749,998,425 100% 79,293 100%

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Table 14: Method of Payment

Payment Method

Principal Balance


Direct Debit .....................................................................................................

749,998,425

79,293

Total ................................................................................................................ 749,998,425 79,293

Table 15: Obligor Concentration

Rank Principal Balance

in GBP Number of

Loans

1 .................................................................................................... 415,467 2 2 .................................................................................................... 264,117 2 3 .................................................................................................... 212,417 2 4 .................................................................................................... 196,406 1 5 .................................................................................................... 195,768 2 6 .................................................................................................... 177,326 2 7 .................................................................................................... 175,975 2 8 .................................................................................................... 161,003 1 9 .................................................................................................... 158,828 1 10 .................................................................................................... 154,362 1 11 .................................................................................................... 144,580 1 12 .................................................................................................... 141,465 1 13 .................................................................................................... 136,730 1 14 .................................................................................................... 135,508 1 15 .................................................................................................... 132,663 1 16 .................................................................................................... 129,752 1 17 .................................................................................................... 128,012 1 18 .................................................................................................... 127,928 1 19 .................................................................................................... 127,337 1 20 .................................................................................................... 121,299 1

Total ............................................................................................... 3,436,947.06 26

Table 16: Fuel Type

Current Balance




Diesel.............................................................. 437,301,051 58.31% 42,447 53.53% Other ............................................................... 26,391,723 3.52% 1,980 2.50% Petrol .............................................................. 286,305,652 38.17% 34,866 43.97%

Total ............................................................... 749,998,425 100% 79,293 100%

Table 17: Luxury Vehicle (> £100k)

Luxury

Current Balance

Percentage of

Balance

Vehicle Valuation at

Funding

Percentage of

Value


Percentage of

Agreements No 739,105,121 98.55% 1,304,172,001 98.52% 79,161 99.83% Yes 10,893,304 1.45% 19,577,088 1.48% 132 0.17% Total 749,998,425 100% 1,323,749,089 100% 79,293 100%

229792-3-21-v16.0 - 65 - 70-40693086

HISTORICAL PERFORMANCE DATA

Historical performance data presented hereafter is relative to the entire portfolio of auto leases granted by the Protection Buyers to retail customers in order to finance the purchase of new and used vehicles for the periods and as at the dates stated therein. The tables below were prepared by the Junior Protection Buyer based on its internal records. There can be no assurance that the performance of the Reference Portfolio will be similar to the historical performance data set out below.

Dealer Credit Defaults

Year Financed 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019H1

Amount Financed 619,379,536 704,661,620 810,496,589 788,853,721 729,558,714 748,564,659 692,896,408 711,398,018 867,928,170 460,344,536

1 - 8,065 22,580 219 - - - 56 17,109 2 - 8,065 22,904 6,026 - 32,673 - 31,706 79,858 3 8,411 23,102 63,905 6,026 27,496 41,562 42,027 77,681 194,565 4 80,673 35,226 148,774 22,177 32,735 41,728 67,851 230,073 410,655 5 173,852 96,877 276,175 85,789 88,084 54,453 170,702 515,382 700,742 6 460,071 228,543 415,187 177,414 156,244 353,481 278,082 1,012,216 1,242,161 7 656,790 389,859 635,081 403,955 410,522 555,622 687,806 1,671,841 8 928,602 721,540 743,228 622,231 651,832 831,009 980,029 2,342,514 9 1,333,885 902,694 953,285 863,170 818,765 1,228,304 1,262,939 3,116,203 10 1,747,530 1,193,747 1,323,295 1,143,203 989,748 1,556,581 1,624,575 3,796,476 11 2,072,215 1,362,758 1,575,566 1,508,570 1,183,519 1,904,069 2,172,556 4,469,382 12 2,492,643 1,625,771 1,750,720 1,802,468 1,398,332 2,258,578 2,703,122 5,401,265 13 2,989,473 1,862,235 2,001,526 2,050,958 1,597,281 2,673,882 3,276,056 6,447,912 14 3,358,607 2,159,429 2,264,642 2,376,171 1,796,388 3,116,386 3,744,564 7,330,505 15 3,805,611 2,421,806 2,549,668 2,561,040 1,960,930 3,539,670 4,386,934 8,198,676 16 4,162,677 2,683,369 2,894,815 2,691,225 2,243,832 3,993,851 4,866,088 8,890,105 17 4,529,259 3,048,062 3,233,591 2,833,473 2,483,023 4,311,430 5,529,776 9,470,203 18 4,845,044 3,406,569 3,478,314 3,085,149 2,733,484 4,665,609 6,126,223 9,831,008 19 5,140,240 3,576,633 3,624,833 3,271,244 2,918,964 5,005,718 6,662,807 20 5,426,515 3,849,755 3,964,825 3,428,767 3,156,082 5,359,728 7,155,366 21 5,730,753 4,060,668 4,192,149 3,567,076 3,445,269 5,680,307 7,771,420 22 6,095,076 4,274,453 4,493,673 3,677,523 3,561,132 5,979,850 8,258,891 23 6,340,751 4,542,387 4,653,766 3,785,834 3,827,031 6,353,433 8,672,319 24 6,656,174 4,685,874 4,798,764 3,905,078 3,984,501 6,722,666 9,060,326 25 6,783,200 4,901,386 4,909,184 3,969,310 4,107,191 7,015,875 9,256,766 26 7,050,435 5,070,114 4,982,557 4,123,528 4,217,322 7,226,329 9,403,057 27 7,301,948 5,212,253 5,073,103 4,250,878 4,340,305 7,436,254 9,607,051 28 7,463,128 5,306,885 5,094,950 4,361,635 4,458,146 7,712,631 9,856,411 29 7,587,862 5,394,776 5,178,164 4,424,912 4,532,344 7,826,797 10,093,409 30 7,731,513 5,516,412 5,292,240 4,464,085 4,586,587 7,975,281 10,424,212 31 7,870,694 5,680,460 5,340,055 4,571,734 4,700,159 8,125,818 32 8,034,513 5,809,172 5,393,488 4,624,906 4,825,916 8,297,091 33 8,172,814 5,908,852 5,479,965 4,794,087 4,935,750 8,468,647 34 8,283,525 5,993,225 5,566,917 4,863,384 5,141,417 8,605,433 35 8,367,059 6,067,935 5,644,183 4,958,771 5,246,000 8,786,407 36 8,534,455 6,105,936 5,717,142 5,045,537 5,336,067 8,975,799 37 8,651,438 6,197,952 5,791,627 5,193,679 5,500,396 9,171,424 38 8,740,244 6,308,492 5,860,441 5,270,314 5,669,093 9,368,327 39 8,823,194 6,368,505 5,886,696 5,330,666 5,744,488 9,508,633 40 8,905,754 6,417,878 5,914,492 5,381,363 5,816,995 9,587,416 41 8,994,835 6,491,366 5,975,531 5,451,338 5,905,170 9,768,080 42 9,026,957 6,501,895 6,061,762 5,510,347 6,035,751 9,936,605 43 9,062,005 6,552,583 6,149,980 5,569,044 6,173,197 44 9,079,391 6,617,163 6,229,229 5,662,390 6,243,320 45 9,121,546 6,676,888 6,275,905 5,711,231 6,343,402 46 9,174,203 6,706,075 6,369,128 5,725,303 6,434,110 47 9,190,413 6,718,416 6,400,724 5,766,274 6,509,425 48 9,218,265 6,755,279 6,430,735 5,812,175 6,596,084 49 9,234,960 6,779,804 6,479,185 5,840,607 6,644,109 50 9,261,123 6,826,141 6,532,750 5,870,445 6,714,540 51 9,283,870 6,854,280 6,560,883 5,917,999 6,774,204 52 9,303,291 6,864,892 6,575,117 5,936,527 6,836,491 53 9,323,340 6,882,559 6,602,297 5,949,837 6,890,487 54 9,342,591 6,907,599 6,644,133 6,003,477 6,936,288 55 9,350,996 6,922,185 6,697,070 6,015,404 56 9,378,458 6,948,083 6,715,394 6,062,690 57 9,392,160 6,950,380 6,755,359 6,091,161 58 9,418,589 6,968,556 6,772,050 6,116,781 59 9,430,282 6,980,759 6,778,304 6,140,408 60 9,439,559 6,985,028 6,787,976 6,157,238 61 9,441,656 6,985,513 6,800,918 6,168,688 62 9,447,498 6,998,311 6,814,070 6,177,646 63 9,452,394 7,000,483 6,824,014 6,191,384 64 9,499,477 7,020,718 6,834,765 6,196,633 65 9,503,738 7,044,669 6,836,531 6,205,999 66 9,508,579 7,052,119 6,842,343 6,209,145 67 9,510,597 7,057,298 6,848,245 68 9,516,230 7,057,774 6,852,832 69 9,528,734 7,074,939 6,855,770 70 9,536,030 7,075,823 6,863,916 71 9,545,621 7,091,798 6,866,033 72 9,553,841 7,106,157 6,866,724 73 9,554,482 7,106,301 6,867,063 74 9,558,001 7,110,992 6,872,288 75 9,558,001 7,112,468 6,878,807 76 9,566,076 7,112,936 6,883,524 77 9,569,559 7,121,912 6,884,679 78 9,589,398 7,121,912 6,884,679 79 9,589,398 7,125,831 80 9,589,398 7,135,922

229792-3-21-v16.0 - 66 - 70-40693086

Year Financed 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019H1

81 9,589,398 7,138,999 82 9,590,627 7,138,999 83 9,590,627 7,138,999 84 9,590,672 7,138,999 85 9,602,284 7,138,999 86 9,605,128 7,138,999 87 9,605,128 7,138,999 88 9,605,128 7,139,118 89 9,607,953 7,139,118 90 9,607,953 7,141,741 91 9,607,953 92 9,607,953 93 9,607,953 94 9,607,953 95 9,608,603 96 9,608,603 97 9,608,603 98 9,608,603 99 9,608,603

100 9,608,603 101 9,608,603 102 9,608,603

Broker Credit Defaults

Year Financed 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019H1

Amount Financed 137,794,368 124,240,297 112,581,148 122,363,130 131,369,967 127,926,765 129,458,425 152,678,935 171,561,677 47,225,900

1 49,245 359 - - - - 57,450 40,565 - 2 113,413 7,005 17,082 - 137 - 123,619 77,973 1,525 3 135,230 7,307 17,126 38,525 1,584 17,756 158,478 135,559 45,952 4 179,892 25,386 46,365 66,564 6,256 35,183 197,407 136,557 228,979 5 227,736 62,961 47,981 77,170 6,256 64,254 245,564 250,806 419,408 6 329,488 117,651 69,015 96,451 61,740 71,552 342,367 519,985 622,076 7 433,945 260,582 120,238 131,247 104,358 140,014 372,515 666,509 8 573,616 385,247 163,848 160,220 112,746 188,906 416,094 1,041,615 9 760,220 478,203 235,560 213,129 264,257 267,635 530,279 1,291,850 10 942,366 605,314 300,287 361,189 294,671 364,965 643,410 1,824,743 11 1,188,129 732,578 384,282 365,885 360,844 413,266 1,000,218 2,158,477 12 1,459,788 851,802 436,230 416,247 421,598 505,901 1,214,955 2,534,379 13 1,592,421 1,008,338 468,500 480,573 512,243 606,543 1,365,703 2,810,255 14 1,864,815 1,094,386 578,221 507,773 573,194 644,425 1,514,623 3,295,411 15 2,112,012 1,227,982 651,005 533,749 604,680 780,596 1,595,595 3,568,071 16 2,370,145 1,354,010 782,506 620,814 676,382 906,249 1,749,811 3,815,214 17 2,630,739 1,473,131 806,775 678,179 759,881 975,726 1,850,822 4,016,117 18 2,791,271 1,587,319 900,189 703,246 916,624 1,049,949 1,967,215 4,207,207 19 2,891,794 1,751,011 950,707 763,603 1,010,768 1,211,610 2,238,916 20 2,981,651 1,868,032 1,046,822 846,354 1,091,781 1,305,795 2,416,793 21 3,150,673 1,931,726 1,123,111 861,498 1,215,544 1,412,623 2,534,859 22 3,308,761 2,007,101 1,136,235 880,080 1,253,882 1,471,249 2,633,605 23 3,411,483 2,068,114 1,154,708 887,746 1,309,081 1,578,084 2,681,003 24 3,482,653 2,133,097 1,173,198 900,620 1,347,879 1,654,031 2,784,381 25 3,586,645 2,175,765 1,206,391 913,572 1,429,968 1,770,557 2,850,601 26 3,623,553 2,195,547 1,221,488 941,800 1,498,838 1,822,278 2,969,466 27 3,712,046 2,273,033 1,229,566 947,614 1,506,002 1,913,493 3,153,566 28 3,784,656 2,305,133 1,231,722 984,071 1,529,477 1,938,530 3,176,086 29 3,900,327 2,335,568 1,251,325 1,006,837 1,543,670 1,980,723 3,258,818 30 3,986,299 2,361,359 1,257,135 1,050,565 1,649,453 2,051,999 3,341,336 31 4,075,928 2,436,947 1,293,378 1,061,488 1,653,472 2,080,218 32 4,141,690 2,494,992 1,324,050 1,087,500 1,683,369 2,112,143 33 4,197,009 2,505,775 1,345,440 1,115,008 1,743,587 2,217,530 34 4,242,845 2,550,288 1,367,858 1,126,940 1,768,763 2,300,046 35 4,278,504 2,570,539 1,387,402 1,174,527 1,833,252 2,374,779 36 4,313,722 2,594,097 1,401,469 1,213,788 1,864,819 2,383,544 37 4,352,614 2,629,915 1,426,210 1,248,101 1,888,984 2,449,205 38 4,415,551 2,642,958 1,427,593 1,280,280 1,895,866 2,486,624 39 4,492,587 2,658,351 1,470,841 1,296,112 1,992,559 2,517,328 40 4,504,774 2,673,431 1,500,128 1,297,443 2,060,389 2,626,354 41 4,534,768 2,686,365 1,518,769 1,297,593 2,114,347 2,663,045 42 4,555,027 2,703,219 1,590,776 1,311,616 2,165,672 2,685,385 43 4,576,925 2,727,639 1,595,298 1,314,123 2,188,785 44 4,590,186 2,744,818 1,599,590 1,327,193 2,274,490 45 4,604,676 2,744,947 1,608,396 1,330,121 2,293,422 46 4,624,686 2,766,349 1,640,759 1,346,110 2,300,086 47 4,644,259 2,771,581 1,659,536 1,363,775 2,310,018 48 4,648,433 2,781,844 1,675,406 1,370,191 2,314,175 49 4,675,310 2,791,693 1,686,369 1,375,896 2,316,996 50 4,683,009 2,811,808 1,708,546 1,377,000 2,342,134 51 4,704,534 2,816,460 1,724,148 1,394,388 2,342,541 52 4,712,797 2,823,443 1,729,822 1,394,388 2,351,561 53 4,721,917 2,823,691 1,751,601 1,406,862 2,357,660 54 4,723,245 2,833,656 1,756,815 1,412,822 2,396,878 55 4,723,832 2,836,977 1,757,858 1,429,894 56 4,723,832 2,839,172 1,759,588 1,432,726 57 4,742,460 2,839,657 1,761,203 1,433,426 58 4,747,138 2,841,235 1,765,724 1,433,426 59 4,747,677 2,850,511 1,791,544 1,443,334 60 4,752,488 2,855,587 1,791,544 1,443,334 61 4,760,667 2,869,577 1,793,772 1,443,334 62 4,777,776 2,869,577 1,793,772 1,460,789 63 4,781,356 2,873,349 1,798,663 1,460,958 64 4,781,356 2,884,201 1,805,673 1,460,958 65 4,781,356 2,884,201 1,806,094 1,460,958 66 4,781,612 2,884,441 1,806,094 1,467,044 67 4,781,612 2,884,870 1,806,094 68 4,787,890 2,884,870 1,811,174

229792-3-21-v16.0 - 67 - 70-40693086

Year Financed 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019H1

69 4,790,541 2,885,631 1,811,231 70 4,790,571 2,885,631 1,811,231 71 4,790,571 2,891,943 1,811,231 72 4,792,210 2,891,943 1,811,231 73 4,796,613 2,897,259 1,811,231 74 4,796,613 2,898,972 1,811,231 75 4,796,613 2,898,972 1,811,231 76 4,796,613 2,904,098 1,812,470 77 4,797,913 2,904,098 1,812,470 78 4,797,913 2,904,098 1,812,470 79 4,798,311 2,904,098 80 4,798,311 2,904,098 81 4,798,311 2,904,098 82 4,798,311 2,904,098 83 4,802,477 2,904,098 84 4,802,477 2,904,098 85 4,802,477 2,904,098 86 4,802,477 2,904,098 87 4,802,477 2,904,098 88 4,802,477 2,904,098 89 4,802,477 2,904,098 90 4,812,429 2,904,098 91 4,812,429 92 4,812,429 93 4,812,429 94 4,812,429 95 4,812,429 96 4,812,429 97 4,812,429 98 4,812,429 99 4,812,429

100 4,812,429 101 4,812,429 102 4,812,429

229792-3-21-v16.0 - 68 - 70-40693086

Dealer Recoveries

Loss Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2010 2011 2012 2013 2014 2015 2016 2017 2018

Default Amount 3,834,974 7,040,583 7,268,857 7,355,033 7,248,501 5,587,605 8,115,883 12,024,504 17,682,466 7,700,963

0 1,708,664 2,608,190 3,005,642 3,096,922 3,944,945 2,445,319 3,081,545 4,155,518 7,222,043 0 44.6% 37.0% 41.3% 42.1% 54.4% 43.8% 38.0% 34.6% 40.8% 1 1,713,927 2,621,838 3,017,890 3,109,797 3,997,674 2,474,627 3,141,094 4,278,284 7,299,750 1 44.7% 37.2% 41.5% 42.3% 55.2% 44.3% 38.7% 35.6% 41.3% 2 1,752,424 2,647,678 3,060,631 3,139,294 4,018,424 2,513,214 3,188,963 4,330,946 7,384,992 2 45.7% 37.6% 42.1% 42.7% 55.4% 45.0% 39.3% 36.0% 41.8% 3 1,778,345 2,658,455 3,082,095 3,173,675 4,047,691 2,544,759 3,236,839 4,429,686 7,537,648 3 46.4% 37.8% 42.4% 43.1% 55.8% 45.5% 39.9% 36.8% 42.6% 4 1,811,020 2,677,710 3,113,768 3,203,017 4,067,479 2,559,898 3,287,840 4,521,772 7,648,438 4 47.2% 38.0% 42.8% 43.5% 56.1% 45.8% 40.5% 37.6% 43.3% 5 1,813,474 2,691,820 3,133,573 3,211,417 4,079,206 2,584,164 3,332,479 4,612,223 7,736,126 5 47.3% 38.2% 43.1% 43.7% 56.3% 46.2% 41.1% 38.4% 43.8% 6 1,825,941 2,709,105 3,159,757 3,236,489 4,095,209 2,594,632 3,369,522 4,693,261 7,857,168 6 47.6% 38.5% 43.5% 44.0% 56.5% 46.4% 41.5% 39.0% 44.4% 7 1,832,028 2,728,178 3,176,989 3,245,011 4,114,658 2,609,695 3,439,403 4,748,704 7 47.8% 38.7% 43.7% 44.1% 56.8% 46.7% 42.4% 39.5% 8 1,834,346 2,747,359 3,195,838 3,252,524 4,156,129 2,636,455 3,486,014 4,817,911 8 47.8% 39.0% 44.0% 44.2% 57.3% 47.2% 43.0% 40.1% 9 1,840,552 2,758,800 3,218,850 3,268,845 4,176,691 2,658,769 3,521,967 4,855,892 9 48.0% 39.2% 44.3% 44.4% 57.6% 47.6% 43.4% 40.4%

10 1,843,508 2,767,199 3,236,731 3,281,680 4,190,921 2,699,960 3,554,687 4,917,564 10 48.1% 39.3% 44.5% 44.6% 57.8% 48.3% 43.8% 40.9% 11 1,850,605 2,792,236 3,257,335 3,296,623 4,214,595 2,712,935 3,605,852 4,962,283 11 48.3% 39.7% 44.8% 44.8% 58.1% 48.6% 44.4% 41.3% 12 1,873,438 2,811,211 3,313,433 3,304,785 4,236,732 2,730,550 3,625,124 4,994,072 12 48.9% 39.9% 45.6% 44.9% 58.4% 48.9% 44.7% 41.5% 13 1,885,701 2,819,872 3,326,256 3,311,276 4,249,981 2,744,715 3,650,675 5,014,943 13 49.2% 40.1% 45.8% 45.0% 58.6% 49.1% 45.0% 41.7% 14 1,893,324 2,843,017 3,332,866 3,321,099 4,265,567 2,768,605 3,665,918 5,048,305 14 49.4% 40.4% 45.9% 45.2% 58.8% 49.5% 45.2% 42.0% 15 1,895,728 2,858,554 3,349,892 3,343,294 4,290,115 2,779,063 3,702,806 5,079,543 15 49.4% 40.6% 46.1% 45.5% 59.2% 49.7% 45.6% 42.2% 16 1,899,304 2,873,406 3,363,587 3,361,243 4,307,547 2,792,152 3,730,329 5,111,556 16 49.5% 40.8% 46.3% 45.7% 59.4% 50.0% 46.0% 42.5% 17 1,907,671 2,879,187 3,372,092 3,368,706 4,320,576 2,802,262 3,761,332 5,135,936 17 49.7% 40.9% 46.4% 45.8% 59.6% 50.2% 46.3% 42.7% 18 1,913,380 2,886,304 3,381,906 3,376,057 4,342,790 2,818,709 3,793,446 5,166,713 18 49.9% 41.0% 46.5% 45.9% 59.9% 50.4% 46.7% 43.0% 19 1,915,547 2,892,551 3,390,224 3,395,802 4,359,099 2,829,489 3,833,625 19 49.9% 41.1% 46.6% 46.2% 60.1% 50.6% 47.2% 20 1,920,986 2,900,587 3,400,781 3,421,203 4,377,464 2,842,869 3,870,651 20 50.1% 41.2% 46.8% 46.5% 60.4% 50.9% 47.7% 21 1,927,129 2,905,874 3,410,129 3,432,325 4,405,088 2,850,936 3,895,491 21 50.3% 41.3% 46.9% 46.7% 60.8% 51.0% 48.0% 22 1,931,998 2,915,207 3,417,170 3,439,806 4,418,321 2,861,066 3,932,551 22 50.4% 41.4% 47.0% 46.8% 61.0% 51.2% 48.5% 23 1,934,826 2,922,349 3,429,618 3,445,818 4,437,234 2,871,042 3,954,073 23 50.5% 41.5% 47.2% 46.8% 61.2% 51.4% 48.7% 24 1,937,893 2,927,632 3,437,246 3,464,059 4,452,537 2,879,165 3,977,085 24 50.5% 41.6% 47.3% 47.1% 61.4% 51.5% 49.0% 25 1,940,450 2,938,060 3,456,172 3,471,369 4,465,328 2,886,859 4,001,336 25 50.6% 41.7% 47.5% 47.2% 61.6% 51.7% 49.3% 26 1,953,284 2,943,562 3,466,883 3,479,253 4,477,674 2,893,045 4,033,347 26 50.9% 41.8% 47.7% 47.3% 61.8% 51.8% 49.7% 27 1,957,399 2,948,345 3,473,722 3,487,133 4,496,397 2,898,405 4,061,814 27 51.0% 41.9% 47.8% 47.4% 62.0% 51.9% 50.0% 28 1,960,338 2,959,203 3,484,271 3,492,234 4,519,336 2,903,895 4,083,685 28 51.1% 42.0% 47.9% 47.5% 62.3% 52.0% 50.3% 29 1,965,150 2,970,067 3,492,791 3,520,736 4,532,037 2,909,496 4,107,297 29 51.2% 42.2% 48.1% 47.9% 62.5% 52.1% 50.6% 30 1,973,283 2,979,277 3,499,877 3,531,792 4,542,355 2,919,156 4,129,618 30 51.5% 42.3% 48.1% 48.0% 62.7% 52.2% 50.9% 31 1,976,090 2,984,727 3,508,682 3,537,507 4,553,476 2,923,529 31 51.5% 42.4% 48.3% 48.1% 62.8% 52.3% 32 1,980,011 2,989,009 3,517,411 3,556,409 4,563,931 2,931,552 32 51.6% 42.5% 48.4% 48.4% 63.0% 52.5% 33 1,982,229 2,994,425 3,532,457 3,564,659 4,572,702 2,935,050 33 51.7% 42.5% 48.6% 48.5% 63.1% 52.5% 34 1,985,746 2,999,100 3,539,075 3,569,081 4,583,129 2,939,305 34 51.8% 42.6% 48.7% 48.5% 63.2% 52.6% 35 1,988,202 3,003,355 3,545,361 3,577,729 4,589,960 2,945,499 35 51.8% 42.7% 48.8% 48.6% 63.3% 52.7% 36 1,990,256 3,008,795 3,554,010 3,581,815 4,599,463 2,952,227 36 51.9% 42.7% 48.9% 48.7% 63.5% 52.8% 37 1,993,633 3,021,963 3,559,677 3,589,307 4,606,688 2,958,348 37 52.0% 42.9% 49.0% 48.8% 63.6% 52.9% 38 1,997,610 3,030,034 3,566,682 3,601,536 4,615,444 2,963,353 38 52.1% 43.0% 49.1% 49.0% 63.7% 53.0% 39 2,009,544 3,036,719 3,579,756 3,607,596 4,636,783 2,966,729 39 52.4% 43.1% 49.2% 49.0% 64.0% 53.1% 40 2,011,573 3,042,300 3,584,659 3,611,349 4,640,923 2,970,212 40 52.5% 43.2% 49.3% 49.1% 64.0% 53.2% 41 2,013,735 3,046,197 3,590,089 3,622,100 4,646,067 2,978,475 41 52.5% 43.3% 49.4% 49.2% 64.1% 53.3% 42 2,015,740 3,057,941 3,595,700 3,628,045 4,649,399 2,984,742 42 52.6% 43.4% 49.5% 49.3% 64.1% 53.4% 43 2,017,495 3,065,968 3,601,091 3,632,021 4,656,202 44 2,018,974 3,071,852 3,606,630 3,635,538 4,661,191 45 2,022,617 3,074,656 3,611,888 3,638,759 4,666,406 46 2,028,485 3,081,475 3,621,426 3,641,893 4,671,101 47 2,030,225 3,086,455 3,625,746 3,644,971 4,674,285 48 2,031,993 3,092,153 3,630,130 3,648,231 4,677,592 49 2,033,295 3,095,606 3,638,404 3,651,707 4,682,492 50 2,034,962 3,103,123 3,641,762 3,666,681 4,685,089 51 2,036,454 3,107,081 3,648,165 3,671,339 4,687,997 52 2,037,858 3,110,806 3,672,200 3,674,274 4,690,502 53 2,039,083 3,113,024 3,676,149 3,677,101 4,693,198

229792-3-21-v16.0 - 69 - 70-40693086

Loss Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2010 2011 2012 2013 2014 2015 2016 2017 2018 54 2,042,578 3,115,682 3,679,334 3,679,303 4,695,797 55 2,044,030 3,118,336 3,683,629 3,682,029 56 2,045,344 3,123,301 3,686,184 3,684,676 57 2,046,504 3,125,357 3,688,714 3,686,943 58 2,048,790 3,132,423 3,702,634 3,689,002 59 2,050,075 3,136,559 3,714,295 3,691,268 60 2,051,273 3,138,990 3,717,832 3,692,882 61 2,052,680 3,152,601 3,720,642 3,695,499 62 2,060,388 3,157,343 3,725,051 3,697,700 63 2,061,528 3,161,833 3,726,800 3,699,099 64 2,063,121 3,167,058 3,728,593 3,701,290 65 2,064,544 3,169,917 3,730,421 3,707,134 66 2,065,449 3,172,681 3,732,151 3,720,855 67 2,066,414 3,178,738 3,734,471 68 2,068,343 3,180,707 3,736,287 69 2,069,240 3,182,494 3,738,788 70 2,070,449 3,184,650 3,740,950 71 2,072,796 3,192,575 3,742,575 72 2,073,593 3,194,310 3,747,825 73 2,074,681 3,196,179 3,749,437 74 2,075,656 3,201,469 3,757,154 75 2,077,617 3,203,280 3,758,373 76 2,079,018 3,204,903 3,759,796 77 2,079,983 3,214,578 3,761,153 78 2,080,922 3,219,468 3,762,262 79 2,082,653 3,221,098 80 2,086,483 3,222,832 81 2,088,122 3,224,557 82 2,089,186 3,225,918 83 2,090,078 3,227,283 84 2,090,740 3,228,433 85 2,091,408 3,229,950 86 2,092,001 3,230,904 87 2,092,549 3,232,100 88 2,094,242 3,233,127 89 2,094,921 3,234,000 90 2,095,620 3,234,882 91 2,101,965 92 2,102,533 93 2,103,111 94 2,106,259 95 2,106,775 96 2,107,414 97 2,107,969 98 2,108,782 99 2,109,566 100 2,110,228 101 2,110,718 102 2,111,560

229792-3-21-v16.0 - 70 - 70-40693086

Broker Recoveries

Loss Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2010 2011 2012 2013 2014 2015 2016 2017 2018

Default Amount 1,796,658 3,344,104 3,245,556 2,392,033 1,562,770 1,697,564 2,391,954 4,025,069 6,314,596 4,246,070

0 643,739 1,211,532 1,203,044 814,303 683,392 573,602 821,569 1,219,435 2,095,130 0 35.8% 36.2% 37.1% 34.0% 43.7% 33.8% 34.3% 30.3% 33.2% 1 668,433 1,222,077 1,218,939 819,020 689,719 575,206 875,653 1,233,503 2,141,362 1 37.2% 36.5% 37.6% 34.2% 44.1% 33.9% 36.6% 30.6% 33.9% 2 668,756 1,223,771 1,242,564 860,460 700,477 577,528 940,310 1,277,585 2,182,796 2 37.2% 36.6% 38.3% 36.0% 44.8% 34.0% 39.3% 31.7% 34.6% 3 682,106 1,230,993 1,244,045 862,278 711,730 579,433 952,621 1,327,934 2,267,796 3 38.0% 36.8% 38.3% 36.0% 45.5% 34.1% 39.8% 33.0% 35.9% 4 684,600 1,235,020 1,250,212 876,998 716,572 582,575 976,385 1,333,526 2,305,165 4 38.1% 36.9% 38.5% 36.7% 45.9% 34.3% 40.8% 33.1% 36.5% 5 691,110 1,248,178 1,265,678 879,409 719,524 586,973 987,481 1,373,488 2,329,459 5 38.5% 37.3% 39.0% 36.8% 46.0% 34.6% 41.3% 34.1% 36.9% 6 692,432 1,268,549 1,280,526 882,550 754,062 591,182 1,012,174 1,404,071 2,376,062 6 38.5% 37.9% 39.5% 36.9% 48.3% 34.8% 42.3% 34.9% 37.6% 7 699,053 1,275,519 1,315,029 893,620 767,144 599,983 1,028,266 1,429,941 7 38.9% 38.1% 40.5% 37.4% 49.1% 35.3% 43.0% 35.5% 8 722,790 1,300,695 1,319,199 896,071 769,499 616,100 1,037,467 1,466,915 8 40.2% 38.9% 40.6% 37.5% 49.2% 36.3% 43.4% 36.4% 9 731,767 1,305,773 1,322,297 900,774 775,805 634,618 1,067,762 1,473,164 9 40.7% 39.0% 40.7% 37.7% 49.6% 37.4% 44.6% 36.6%

10 733,599 1,320,208 1,347,145 902,767 779,165 643,006 1,081,785 1,489,734 10 40.8% 39.5% 41.5% 37.7% 49.9% 37.9% 45.2% 37.0% 11 737,037 1,325,472 1,349,983 904,499 783,360 644,608 1,099,504 1,501,951 11 41.0% 39.6% 41.6% 37.8% 50.1% 38.0% 46.0% 37.3% 12 741,338 1,329,324 1,352,325 910,148 786,523 647,127 1,111,600 1,507,390 12 41.3% 39.8% 41.7% 38.0% 50.3% 38.1% 46.5% 37.5% 13 743,923 1,336,405 1,356,339 913,247 789,639 648,476 1,127,020 1,511,667 13 41.4% 40.0% 41.8% 38.2% 50.5% 38.2% 47.1% 37.6% 14 748,563 1,343,258 1,360,762 914,703 793,351 652,868 1,141,680 1,520,945 14 41.7% 40.2% 41.9% 38.2% 50.8% 38.5% 47.7% 37.8% 15 749,681 1,358,960 1,376,530 916,964 795,519 656,231 1,149,147 1,527,777 15 41.7% 40.6% 42.4% 38.3% 50.9% 38.7% 48.0% 38.0% 16 750,966 1,364,075 1,378,768 918,957 811,274 659,177 1,159,628 1,560,163 16 41.8% 40.8% 42.5% 38.4% 51.9% 38.8% 48.5% 38.8% 17 752,340 1,367,524 1,382,198 921,142 814,600 662,411 1,176,153 1,571,302 17 41.9% 40.9% 42.6% 38.5% 52.1% 39.0% 49.2% 39.0% 18 754,393 1,371,844 1,398,832 923,193 823,147 663,297 1,187,831 1,575,083 18 42.0% 41.0% 43.1% 38.6% 52.7% 39.1% 49.7% 39.1% 19 755,562 1,378,984 1,402,535 925,333 826,795 664,788 1,199,533 19 42.1% 41.2% 43.2% 38.7% 52.9% 39.2% 50.1% 20 792,060 1,382,372 1,407,596 928,881 833,554 665,665 1,204,987 20 44.1% 41.3% 43.4% 38.8% 53.3% 39.2% 50.4% 21 793,634 1,385,761 1,414,509 932,541 842,955 676,249 1,212,392 21 44.2% 41.4% 43.6% 39.0% 53.9% 39.8% 50.7% 22 794,718 1,388,805 1,416,212 935,570 846,196 676,742 1,215,399 22 44.2% 41.5% 43.6% 39.1% 54.1% 39.9% 50.8% 23 796,653 1,391,458 1,422,980 938,289 854,735 677,225 1,220,354 23 44.3% 41.6% 43.8% 39.2% 54.7% 39.9% 51.0% 24 799,032 1,394,224 1,426,821 941,783 859,086 677,726 1,233,531 24 44.5% 41.7% 44.0% 39.4% 55.0% 39.9% 51.6% 25 801,353 1,396,825 1,429,346 944,257 871,263 677,956 1,236,696 25 44.6% 41.8% 44.0% 39.5% 55.8% 39.9% 51.7% 26 802,552 1,399,476 1,431,314 951,117 877,887 686,378 1,243,490 26 44.7% 41.8% 44.1% 39.8% 56.2% 40.4% 52.0% 27 812,534 1,411,804 1,437,250 961,328 880,963 686,869 1,251,193 27 45.2% 42.2% 44.3% 40.2% 56.4% 40.5% 52.3% 28 814,393 1,414,024 1,438,741 963,328 882,679 687,610 1,255,502 28 45.3% 42.3% 44.3% 40.3% 56.5% 40.5% 52.5% 29 815,199 1,416,693 1,440,382 965,344 884,758 688,027 1,258,733 29 45.4% 42.4% 44.4% 40.4% 56.6% 40.5% 52.6% 30 817,651 1,418,745 1,445,853 966,896 893,803 688,695 1,262,559 30 45.5% 42.4% 44.5% 40.4% 57.2% 40.6% 52.8% 31 818,364 1,428,646 1,447,141 969,258 895,699 688,984 31 45.5% 42.7% 44.6% 40.5% 57.3% 40.6% 32 820,295 1,431,742 1,450,238 976,157 897,136 689,212 32 45.7% 42.8% 44.7% 40.8% 57.4% 40.6% 33 821,195 1,434,337 1,451,826 977,617 898,082 689,444 33 45.7% 42.9% 44.7% 40.9% 57.5% 40.6% 34 822,239 1,445,205 1,452,942 983,434 900,034 689,986 34 45.8% 43.2% 44.8% 41.1% 57.6% 40.6% 35 823,298 1,447,054 1,454,656 990,312 900,483 690,325 35 45.8% 43.3% 44.8% 41.4% 57.6% 40.7% 36 823,920 1,448,626 1,456,240 1,000,252 901,122 690,997 36 45.9% 43.3% 44.9% 41.8% 57.7% 40.7% 37 824,693 1,450,112 1,458,300 1,002,037 901,582 691,580 37 45.9% 43.4% 44.9% 41.9% 57.7% 40.7% 38 825,430 1,451,921 1,459,691 1,005,827 902,120 691,962 38 45.9% 43.4% 45.0% 42.0% 57.7% 40.8% 39 826,226 1,463,632 1,460,868 1,007,198 902,658 692,553 39 46.0% 43.8% 45.0% 42.1% 57.8% 40.8% 40 826,957 1,465,593 1,461,927 1,010,198 903,133 693,021 40 46.0% 43.8% 45.0% 42.2% 57.8% 40.8% 41 827,717 1,470,699 1,469,169 1,011,802 903,593 693,422 41 46.1% 44.0% 45.3% 42.3% 57.8% 40.8% 42 828,496 1,472,786 1,470,376 1,013,215 904,011 694,034 42 46.1% 44.0% 45.3% 42.4% 57.8% 40.9% 43 829,118 1,474,575 1,477,194 1,014,541 904,773 44 829,895 1,476,856 1,480,041 1,016,450 905,754 45 830,550 1,479,124 1,480,908 1,018,157 906,231 46 831,255 1,481,072 1,482,350 1,019,475 908,652 47 832,102 1,482,575 1,483,980 1,021,218 909,309 48 832,555 1,485,102 1,485,461 1,022,896 915,888 49 834,204 1,486,831 1,486,489 1,024,608 916,569 50 835,278 1,494,352 1,487,650 1,025,910 917,188 51 835,607 1,499,114 1,488,468 1,027,207 917,665 52 836,318 1,500,423 1,489,657 1,028,753 918,420 53 836,970 1,501,524 1,490,828 1,030,038 918,858 54 837,560 1,502,505 1,491,819 1,031,528 919,506

229792-3-21-v16.0 - 71 - 70-40693086

Loss Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2010 2011 2012 2013 2014 2015 2016 2017 2018 55 837,928 1,503,772 1,493,818 1,033,161 56 839,780 1,504,844 1,495,332 1,034,563 57 840,579 1,506,407 1,496,359 1,035,970 58 841,204 1,516,299 1,497,621 1,037,456 59 841,848 1,517,982 1,498,139 1,038,816 60 842,199 1,519,769 1,499,120 1,044,839 61 845,508 1,520,795 1,505,524 1,045,886 62 845,998 1,521,478 1,506,339 1,046,916 63 847,605 1,522,308 1,506,980 1,047,635 64 848,039 1,524,567 1,507,602 1,048,721 65 848,582 1,530,108 1,508,188 1,049,197 66 849,033 1,531,296 1,510,935 1,049,894 67 849,744 1,532,196 1,511,701 68 850,361 1,533,057 1,512,447 69 850,811 1,533,645 1,513,082 70 851,279 1,534,211 1,526,399 71 851,760 1,534,739 1,526,853 72 852,227 1,535,272 1,527,621 73 852,604 1,535,971 1,528,062 74 855,645 1,536,458 1,528,487 75 856,209 1,536,836 1,528,838 76 856,839 1,537,233 1,530,037 77 857,418 1,537,550 1,531,575 78 858,114 1,537,935 1,531,924 79 858,657 1,538,473 80 859,176 1,538,827 81 859,644 1,539,389 82 861,751 1,539,793 83 862,236 1,540,122 84 862,710 1,540,634 85 863,069 1,541,001 86 863,562 1,541,501 87 864,009 1,542,891 88 864,487 1,543,875 89 864,877 1,544,389 90 865,302 1,544,930 91 865,784 92 866,249 93 866,715 94 867,170 95 867,610 96 868,020 97 868,659 98 868,937 99 869,410 100 869,823 101 870,207 102 867,836

229792-3-21-v16.0 - 72 - 70-40693086

Dealer VTs

Year Financed 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019H1

Amount Financed 619,379,536 704,661,620 810,496,589 788,853,721 729,576,889 748,620,552 692,991,857 711,477,505 867,949,568 460,344,536

1 - - - - - - - - - 2 - - - - - 7,518.95 - - - 3 - - 2,388.90 - - 7,518.95 - 7,018.63 4,962.51 4 8,661.91 2,456.79 2,388.90 - - 7,518.95 2,951.70 26,832.62 4,962.51 5 20,852.83 16,148.81 16,551.20 15,342.00 2,736.33 19,079.11 9,082.52 35,315.13 17,165.42 6 29,626.07 21,151.67 21,108.04 35,311.80 9,163.96 106,789.52 22,208.59 49,677.03 46,845.31 7 37,105.34 35,151.98 35,865.26 41,368.38 17,042.14 123,383.20 38,234.06 59,307.40 8 42,907.77 62,956.68 53,689.76 53,345.04 24,292.63 132,285.44 50,249.70 75,351.82 9 50,984.40 81,703.78 68,309.56 65,090.96 43,749.39 161,118.00 85,076.09 136,081.31

10 65,956.71 113,288.42 101,812.69 81,808.92 51,239.38 169,843.46 115,276.61 183,240.36 11 96,065.68 138,409.25 112,868.35 97,147.59 79,192.25 219,811.05 147,991.50 210,589.84 12 114,846.05 158,891.37 118,642.71 122,744.92 126,193.88 249,939.98 177,057.37 300,141.69 13 128,092.16 179,951.24 142,278.49 126,845.71 169,484.21 285,914.77 201,969.76 364,425.45 14 150,155.08 193,966.63 148,283.48 149,777.97 193,406.22 347,121.30 257,889.91 406,080.81 15 162,328.70 222,530.03 176,185.44 167,702.64 219,219.71 378,873.15 311,651.28 451,092.96 16 192,143.59 250,673.02 198,065.10 173,332.10 246,075.11 425,741.43 393,761.02 498,700.05 17 220,234.48 270,366.41 208,609.70 188,713.52 283,509.44 471,996.88 507,554.69 550,256.31 18 259,729.64 279,831.18 221,135.38 205,535.97 381,112.65 524,197.66 558,281.20 589,514.61 19 293,077.19 298,351.38 248,148.92 222,141.67 427,342.83 564,518.33 658,814.35 20 325,844.23 323,913.16 298,588.65 242,855.54 464,673.43 615,089.11 757,676.54 21 368,338.65 353,698.36 327,046.88 284,909.58 503,534.80 665,068.39 844,466.41 22 410,259.28 371,538.90 351,292.16 307,545.96 544,549.93 724,197.98 940,533.93 23 447,492.58 395,440.29 371,505.60 354,428.75 581,057.19 778,453.04 1,029,249.77 24 512,679.95 426,647.89 395,558.79 384,201.70 620,915.28 882,623.69 1,123,994.79 25 562,250.97 451,989.18 427,554.53 459,631.74 656,191.54 930,183.17 1,189,052.19 26 666,816.84 501,478.29 480,263.15 496,457.15 731,373.51 1,055,260.26 1,251,046.16 27 741,128.02 564,534.32 534,588.25 564,710.49 805,941.14 1,162,167.52 1,352,266.97 28 806,728.94 618,980.88 599,598.20 650,759.03 878,912.30 1,263,038.84 1,423,337.19 29 899,118.88 687,197.30 674,385.27 761,420.13 960,040.22 1,412,140.97 1,570,602.50 30 962,679.13 732,474.00 766,678.92 892,299.63 1,054,883.08 1,531,791.11 1,724,976.46 31 1,061,214.18 802,428.26 882,912.99 1,075,999.60 1,215,528.58 1,687,566.46 32 1,177,407.68 902,719.92 1,044,004.53 1,337,105.64 1,453,256.51 1,907,332.03 33 1,307,750.24 994,119.59 1,208,566.95 1,577,243.25 1,692,733.82 2,161,593.30 34 1,405,462.69 1,109,076.62 1,390,145.91 1,741,396.75 1,926,687.50 2,424,329.31 35 1,476,006.81 1,190,177.32 1,508,209.50 1,888,927.28 2,203,240.57 2,599,886.87 36 1,530,531.81 1,237,592.87 1,616,069.70 2,018,315.63 2,440,759.87 2,760,104.94 37 1,557,548.64 1,302,454.55 1,695,200.58 2,117,867.24 2,645,990.19 2,897,154.98 38 1,592,248.86 1,344,984.67 1,777,292.15 2,208,191.55 2,801,765.38 3,010,266.74 39 1,618,955.60 1,376,369.42 1,835,384.73 2,291,924.33 2,933,256.40 3,139,140.29 40 1,661,092.88 1,404,358.93 1,882,948.81 2,363,196.88 3,036,840.98 3,236,673.61 41 1,694,523.48 1,420,280.62 1,915,683.32 2,422,323.20 3,136,031.03 3,346,960.04 42 1,737,335.71 1,442,258.23 1,930,745.95 2,480,682.04 3,234,018.71 3,429,048.13 43 1,758,508.46 1,450,319.93 1,971,487.15 2,514,949.67 3,303,731.40 44 1,780,119.47 1,464,302.49 1,996,816.77 2,549,301.33 3,359,392.00 45 1,802,100.34 1,481,317.24 2,032,831.90 2,586,334.95 3,410,065.56 46 1,812,845.45 1,498,838.66 2,049,987.73 2,616,731.29 3,425,365.81 47 1,828,458.40 1,506,689.20 2,054,056.05 2,649,649.60 3,451,334.99 48 1,839,753.72 1,516,423.21 2,063,692.69 2,662,493.08 3,470,818.84 49 1,852,535.34 1,527,713.22 2,067,724.22 2,684,059.51 3,484,675.15 50 1,855,016.40 1,540,138.80 2,075,775.24 2,716,957.97 3,495,995.45 51 1,864,411.19 1,541,229.28 2,080,218.81 2,733,131.82 3,508,504.23 52 1,867,335.78 1,553,793.37 2,089,611.12 2,750,038.87 3,531,678.58 53 1,867,743.64 1,558,043.72 2,098,384.96 2,773,216.70 3,549,587.34 54 1,867,743.64 1,558,043.72 2,098,481.50 2,779,220.82 3,558,975.14 55 1,875,051.76 1,560,867.45 2,100,765.89 2,782,427.54 56 1,876,822.31 1,564,170.40 2,100,765.89 2,783,619.38 57 1,876,822.31 1,565,388.58 2,102,325.17 2,783,619.38 58 1,876,822.31 1,568,022.61 2,105,844.31 2,783,631.36 59 1,876,822.31 1,568,414.61 2,105,844.31 2,783,631.36 60 1,876,822.31 1,569,291.39 2,105,844.31 2,787,645.95 61 1,876,822.31 1,569,291.39 2,105,844.31 2,787,645.95 62 1,876,822.31 1,569,291.39 2,105,844.31 2,789,312.88 63 1,876,822.31 1,569,291.39 2,107,155.41 2,790,865.80 64 1,876,822.31 1,569,291.39 2,107,155.41 2,790,865.80 65 1,880,583.49 1,571,277.69 2,107,155.41 2,790,865.80 66 1,882,435.39 1,571,847.55 2,107,155.41 2,790,865.80 67 1,882,435.39 1,571,847.55 2,107,155.41 68 1,882,635.39 1,571,847.55 2,107,155.41 69 1,882,635.39 1,571,847.55 2,107,155.41 70 1,883,696.26 1,571,847.55 2,107,684.84 71 1,883,696.26 1,571,847.55 2,107,684.84 72 1,884,980.87 1,571,847.55 2,107,684.84 73 1,884,980.87 1,571,847.55 2,107,789.07 74 1,884,980.87 1,572,154.39 2,107,789.07 75 1,884,980.87 1,572,154.39 2,107,789.07 76 1,884,980.87 1,572,154.39 2,107,789.07 77 1,884,980.87 1,572,154.39 2,107,789.07 78 1,884,980.87 1,572,154.39 2,107,789.07 79 1,884,980.87 1,572,154.39 80 1,884,980.87 1,572,154.39 81 1,884,980.87 1,572,154.39 82 1,884,980.87 1,572,154.39 83 1,884,980.87 1,572,154.39 84 1,884,980.87 1,572,154.39 85 1,884,980.87 1,572,154.39 86 1,884,980.87 1,572,154.39 87 1,884,980.87 1,572,154.39 88 1,884,980.87 1,572,154.39 89 1,884,980.87 1,572,154.39 90 1,885,182.59 1,572,154.39 91 1,885,182.59 92 1,885,182.59 93 1,885,182.59 94 1,885,182.59 95 1,885,182.59 96 1,885,182.59 97 1,885,182.59 98 1,885,182.59 99 1,885,182.59 100 1,885,182.59 101 1,885,182.59

229792-3-21-v16.0 - 73 - 70-40693086

Year Financed 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019H1

102 1,885,182.59

Broker VTs

Year Financed 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Amount Financed 137,794,368 124,240,297 112,581,148 122,363,130 131,369,967 127,926,765 129,458,425 152,678,935 171,561,677 47,225,900

1 - - - - - - - - - - 2 - - - - - - - - - - 3 - - - - - - - - 2,328.58 - 4 - - - 3,361.11 - 662.11 588.71 6,308.13 2,328.58 - 5 4,816.89 - - 3,361.11 - 6,325.98 588.71 7,908.04 7,367.96 - 6 6,881.38 9,583.16 3,422.97 4,804.62 - 6,325.98 588.71 11,705.83 14,376.33 - 7 10,979.58 11,710.37 5,573.18 5,745.76 11,822.28 6,325.98 588.71 21,449.71 8 24,349.09 25,777.57 7,163.10 5,745.76 22,521.56 6,681.79 5,111.88 40,815.89 9 35,939.07 39,878.11 7,163.10 6,242.81 32,609.28 16,816.88 16,879.80 63,751.31 10 38,615.08 53,966.04 7,163.10 8,058.28 35,676.44 16,816.88 36,298.41 88,333.84 11 42,394.66 61,489.04 14,035.96 9,924.34 42,324.55 19,509.11 47,885.24 128,700.20 12 50,976.38 69,026.77 14,743.42 17,265.26 45,775.13 19,509.11 55,071.36 206,011.11 13 54,689.26 74,629.41 16,324.68 17,265.26 50,961.33 34,388.83 62,966.72 254,327.22 14 64,755.65 79,065.29 17,457.61 21,480.24 52,304.28 38,442.67 66,102.88 277,085.62 15 81,221.57 82,519.97 25,755.58 26,668.56 54,186.38 47,574.70 66,102.88 301,159.60 16 90,976.43 95,516.66 26,742.71 33,787.58 57,522.58 50,746.20 75,829.06 312,321.42 17 100,620.48 97,877.30 28,135.98 33,787.58 57,720.57 56,237.97 154,985.62 339,036.48 18 116,083.93 107,801.56 31,992.93 35,503.55 57,720.57 59,567.43 156,615.07 347,208.18 19 136,075.27 126,815.44 34,778.15 35,503.55 59,330.30 66,275.31 170,729.57 20 155,625.33 132,347.92 39,339.65 35,546.40 69,290.41 74,445.01 177,535.66 21 165,591.12 143,629.40 53,386.82 39,979.51 70,002.87 94,788.19 203,811.50 22 195,364.61 153,004.39 58,999.85 50,622.67 73,218.29 99,558.57 210,754.87 23 209,992.78 159,266.37 59,712.75 64,035.94 87,714.65 102,133.17 230,605.96 24 235,816.39 169,284.94 62,798.75 65,149.32 95,777.22 113,494.36 240,764.43 25 262,562.28 192,680.06 64,545.13 71,112.29 112,929.38 113,494.36 243,276.71 26 294,600.80 209,979.39 66,847.80 85,768.30 115,873.62 151,358.80 247,033.27 27 320,708.10 234,138.13 69,339.96 91,469.56 138,975.57 167,800.25 264,160.91 28 342,365.82 247,827.45 74,264.10 108,927.53 159,795.35 189,845.93 289,931.10 29 382,385.49 259,210.53 85,618.38 114,588.17 189,639.83 216,152.78 316,204.82 30 401,197.45 265,219.74 90,095.99 123,277.20 210,957.65 240,735.90 360,123.35 31 430,428.11 279,288.85 94,309.90 135,871.56 229,482.81 280,693.17 32 445,884.57 281,983.40 98,236.22 140,279.47 249,987.17 320,516.01 33 468,026.70 294,319.95 106,786.47 149,033.12 280,747.84 332,096.27 34 478,391.75 302,588.14 108,627.22 158,141.99 305,505.21 361,396.97 35 493,522.33 309,226.85 125,665.08 161,115.71 320,701.88 372,813.72 36 521,429.96 310,430.84 132,885.36 172,188.17 341,704.91 403,666.16 37 537,156.16 321,530.01 150,477.36 175,891.78 385,430.91 447,897.94 38 551,031.07 329,832.56 152,669.05 188,813.49 425,728.89 487,111.47 39 565,624.78 331,118.56 161,936.22 202,479.66 445,752.79 500,053.79 40 569,197.07 337,289.46 165,159.00 205,961.16 466,200.43 526,956.00 41 579,484.87 339,929.48 167,379.57 209,715.47 483,929.43 549,879.03 42 594,971.75 342,550.62 171,478.40 215,575.91 486,665.19 553,248.95 43 595,718.15 342,820.88 179,678.93 219,746.81 502,596.22 44 603,482.04 348,390.12 188,094.24 221,547.85 512,143.87 45 610,548.98 349,709.70 193,882.07 233,001.67 513,555.48 46 612,671.17 353,622.19 193,882.07 235,393.65 525,955.05 47 618,284.63 355,197.30 194,745.44 235,649.77 527,529.29 48 618,284.63 355,197.30 194,745.44 236,722.72 539,160.76 49 624,087.24 356,529.16 196,866.82 237,980.95 544,825.04 50 625,768.38 356,665.66 197,635.87 237,980.95 545,622.63 51 629,512.40 362,871.29 201,022.55 238,675.31 552,116.47 52 629,512.40 362,871.29 201,022.55 242,724.24 552,116.47 53 629,512.40 363,334.53 201,022.55 242,724.24 552,116.47 54 629,512.40 363,334.53 201,022.55 246,138.04 553,573.97 55 629,512.40 365,096.28 201,022.55 246,860.04 56 629,512.40 365,096.28 201,022.55 248,536.52 57 629,512.40 365,096.28 201,627.23 273,347.72 58 629,512.40 365,096.28 201,627.23 276,146.48 59 629,512.40 365,096.28 201,627.23 276,146.48 60 629,512.40 365,096.28 201,627.23 276,146.48 61 629,512.40 365,096.28 204,836.71 276,146.48 62 629,512.40 368,089.38 205,601.12 276,146.48 63 631,049.01 368,089.38 205,601.12 276,146.48 64 631,049.01 368,089.38 205,601.12 276,146.48 65 631,049.01 368,089.38 205,601.12 276,146.48 66 631,049.01 368,089.38 205,601.12 276,146.48 67 631,049.01 368,089.38 205,601.12 68 631,049.01 368,089.38 205,601.12 69 631,049.01 377,261.31 205,601.12 70 631,049.01 377,261.31 205,601.12 71 631,049.01 377,261.31 205,601.12 72 631,049.01 377,261.31 205,601.12 73 631,049.01 377,261.31 205,601.12 74 631,049.01 377,261.31 205,601.12 75 631,049.01 377,261.31 205,601.12 76 631,049.01 377,261.31 205,601.12 77 631,049.01 377,261.31 205,601.12 78 631,049.01 377,261.31 205,601.12 79 631,049.01 377,261.31 80 631,049.01 377,261.31 81 631,049.01 377,261.31 82 631,049.01 377,261.31 83 631,049.01 377,261.31 84 631,049.01 377,261.31 85 631,049.01 377,261.31 86 631,049.01 377,261.31 87 631,049.01 377,261.31 88 631,049.01 377,261.31 89 631,049.01 377,261.31

229792-3-21-v16.0 - 74 - 70-40693086

Year Financed 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

90 631,049.01 377,261.31 91 631,049.01 92 631,049.01 93 631,049.01 94 631,049.01 95 631,049.01 96 631,049.01 97 631,049.01 98 631,049.01 99 631,049.01

100 631,049.01 101 631,049.01 102 631,049.01

Dealer Delinquency2

Year Financed 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 H1

0 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.01% 0.00% 1 0.31% 0.34% 0.23% 0.21% 0.16% 0.12% 0.39% 0.76% 0.76% 2 0.22% 0.18% 0.12% 0.11% 0.09% 0.15% 0.48% 0.88% 0.89% 3 0.35% 0.22% 0.16% 0.15% 0.13% 0.26% 0.67% 1.14% 1.06% 4 0.43% 0.28% 0.23% 0.20% 0.20% 0.35% 0.82% 1.32% 1.18% 5 0.54% 0.31% 0.30% 0.25% 0.27% 0.52% 1.14% 1.44% 1.23% 6 0.58% 0.37% 0.33% 0.27% 0.35% 0.54% 1.29% 1.56% 1.32% 7 0.63% 0.49% 0.37% 0.29% 0.39% 0.66% 1.49% 1.81% 8 0.70% 0.50% 0.37% 0.34% 0.43% 0.71% 1.70% 1.92% 9 0.75% 0.53% 0.40% 0.40% 0.46% 0.83% 1.86% 2.09%

10 0.83% 0.53% 0.41% 0.40% 0.52% 0.92% 1.82% 2.12% 11 0.87% 0.58% 0.45% 0.42% 0.57% 1.06% 2.04% 2.31% 12 0.89% 0.60% 0.51% 0.43% 0.65% 1.24% 2.13% 2.39% 13 0.98% 0.67% 0.52% 0.38% 0.71% 1.32% 2.20% 2.51% 14 1.05% 0.71% 0.51% 0.40% 0.76% 1.50% 2.40% 2.46% 15 1.01% 0.73% 0.52% 0.44% 0.81% 1.59% 2.43% 2.55% 16 1.01% 0.75% 0.54% 0.49% 0.86% 1.68% 2.45% 2.56% 17 0.98% 0.74% 0.51% 0.50% 0.95% 1.83% 2.53% 2.57% 18 0.98% 0.75% 0.61% 0.51% 0.92% 1.78% 2.62% 2.65% 19 1.07% 0.82% 0.61% 0.52% 0.95% 2.00% 2.76% 20 1.10% 0.88% 0.66% 0.60% 1.01% 2.10% 2.87% 21 1.21% 0.78% 0.64% 0.67% 1.06% 2.16% 2.85% 22 1.25% 0.95% 0.68% 0.70% 1.26% 2.25% 2.86% 23 1.24% 0.89% 0.72% 0.80% 1.34% 2.27% 2.92% 24 1.27% 0.97% 0.82% 0.88% 1.53% 2.38% 3.09% 25 1.41% 1.04% 0.80% 0.97% 1.69% 2.49% 3.26% 26 1.45% 1.06% 0.86% 1.04% 1.92% 2.69% 3.47% 27 1.64% 1.13% 0.91% 1.08% 1.98% 2.87% 3.65% 28 1.69% 1.28% 1.00% 1.17% 2.14% 2.88% 3.70% 29 1.73% 1.40% 1.06% 1.30% 2.40% 3.05% 3.81% 30 1.96% 1.44% 1.11% 1.38% 2.68% 3.22% 4.02% 31 2.08% 1.56% 1.25% 1.41% 2.95% 3.50% 32 2.05% 1.56% 1.34% 1.59% 3.24% 3.63% 33 2.33% 1.62% 1.47% 1.63% 3.18% 3.79% 34 2.55% 1.85% 1.56% 1.80% 3.29% 4.02% 35 2.89% 1.92% 1.71% 1.83% 3.21% 3.90% 36 2.10% 1.71% 1.93% 3.41% 3.96% 37 2.23% 1.76% 2.00% 3.57% 4.11% 38 1.89% 2.02% 3.72% 4.47% 39 2.05% 2.14% 3.50% 4.43% 40 2.10% 2.39% 3.69% 4.47% 41 2.38% 4.54%

Broker Delinquency3

Year Financed 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 H1

0 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.00% 1 2.1% 2.0% 1.6% 1.5% 1.5% 1.5% 1.5% 1.8% 1.7% 2 2.5% 1.8% 1.9% 1.4% 1.2% 1.2% 1.7% 2.2% 2.3% 3 2.6% 2.2% 1.6% 1.3% 1.2% 1.4% 1.9% 2.9% 2.3% 4 2.8% 2.2% 1.7% 1.5% 1.4% 1.5% 1.9% 3.4% 2.9% 5 2.9% 2.7% 2.1% 1.6% 1.5% 1.6% 2.3% 3.9% 2.9% 6 3.4% 2.8% 1.9% 1.6% 1.6% 1.9% 2.7% 4.1% 3.1% 7 3.6% 2.9% 2.3% 1.5% 1.9% 2.3% 2.9% 4.2% 8 3.8% 3.0% 2.4% 1.8% 1.8% 2.1% 3.4% 4.5% 9 3.6% 3.2% 2.6% 1.7% 2.1% 2.2% 3.5% 4.9%

10 3.8% 3.1% 2.6% 1.7% 2.4% 2.5% 3.6% 5.2% 11 4.1% 3.0% 2.6% 1.7% 2.3% 2.5% 3.8% 5.0% 12 4.2% 3.3% 2.4% 1.8% 2.7% 2.6% 3.9% 5.3% 13 4.0% 3.4% 2.7% 2.1% 2.9% 2.6% 3.7% 5.4% 14 4.3% 3.3% 2.4% 1.9% 2.8% 2.9% 4.1% 5.1% 15 4.2% 3.5% 2.3% 1.9% 2.7% 2.9% 4.5% 5.2% 16 4.0% 3.7% 2.3% 2.1% 2.9% 3.2% 4.8% 5.7% 17 4.3% 3.6% 2.6% 2.0% 2.9% 3.7% 4.6% 5.8% 18 4.1% 3.6% 2.5% 2.1% 2.9% 3.3% 5.2% 5.6% 19 4.3% 3.5% 2.7% 2.4% 2.9% 3.3% 4.6% 20 4.4% 3.3% 2.5% 2.2% 3.3% 3.5% 4.5%

2 For each of the "Vintage Delinquency (Greater than 30 days delinquent)", the below data only sets out the historical position until

the point of time where at least 10 per cent. of the original portfolio was outstanding.

3 For each of the "Vintage Delinquency (Greater than 30 days delinquent)", the below data only sets out the historical position until the point of time where at least 10 per cent. of the original portfolio was outstanding.

229792-3-21-v16.0 - 75 - 70-40693086

Year Financed 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 H1

21 4.4% 3.9% 2.7% 2.5% 3.3% 3.5% 5.6% 22 4.5% 3.8% 3.0% 2.6% 3.4% 3.6% 4.4% 23 4.9% 3.6% 2.9% 3.0% 3.2% 4.1% 5.3% 24 4.6% 4.5% 3.7% 2.7% 3.5% 4.1% 5.3% 25 5.1% 4.3% 3.5% 3.4% 3.4% 4.4% 5.6% 26 5.6% 4.1% 3.3% 3.3% 3.5% 4.4% 6.1% 27 5.3% 5.0% 3.5% 3.7% 3.6% 4.4% 6.0% 28 5.8% 5.1% 4.1% 4.1% 3.8% 4.7% 6.0% 29 5.4% 4.7% 3.7% 4.3% 3.8% 4.9% 6.0% 30 5.3% 5.0% 4.0% 3.7% 3.7% 5.4% 6.9% 31 5.3% 5.2% 4.2% 3.7% 4.6% 4.9% 32 5.0% 4.8% 4.3% 4.2% 4.5% 5.0% 33 5.7% 5.1% 4.5% 4.5% 4.5% 5.6% 34 5.3% 4.9% 5.3% 4.5% 4.6% 5.6% 35 5.5% 5.3% 5.3% 3.9% 4.9% 6.4% 36 6.6% 5.6% 5.4% 4.2% 5.3% 7.0% 37 6.4% 4.7% 6.4% 7.4% 38 6.5% 7.5% 39 6.7% 6.7% 40 6.0% 6.2% 41 6.5%

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ISSUER

Introduction

The Issuer is a designated activity company limited by shares incorporated under the laws of Ireland on 25 October 2018 with registered number 636442, having its principal place of business in Ireland and its registered office at 3rd Floor, Fleming Court, Fleming's Place, Dublin 4. The directors of the Issuer are Siobhán Hallissey and Gerard Brennan who were appointed on 26 August 2019 and 25 October 2018 respectively and each of whose business address is 3rd Floor, Fleming Court, Fleming's Place, Dublin 4. The secretary of the Issuer is CSC Capital Markets (Ireland) Limited, which has its registered office at 3rd Floor, Fleming Court, Fleming's Place, Dublin 4.

None of the directors of the Issuer (i) have been or are subject to any legal or arbitration proceedings or (ii) are aware of any such proceedings being pending or threatened.

Financial Statements

The accounting year of the Issuer begins on 1 January of each year and terminates on 31 December the same year other than in respect of the first accounting year which commenced on 25 October 2018 and will terminate on 31 December 2019. The Issuer will separately appoint auditors after the Closing Date.

Principal Activities

The objects of the Issuer are restricted.

The Issuer was established for the purpose of issuing the Notes and is a special purpose vehicle for the purposes of the listing rules of Euronext Dublin. The Issuer has not engaged since its incorporation, and will not engage whilst the Notes remain outstanding, in any material activities other than activities which are incidental or ancillary to the matters described in this Information Memorandum.

The Issuer has no employees and has no subsidiaries.

Shareholder

The Issuer is authorised to issue 1,000 shares of EUR 1.00 each, of which one share has been issued. The entire issued share capital is held by CSC Share Trustee Services (Ireland) Limited in its capacity as trustee of a charitable trust established pursuant to the terms of a declaration of trust dated 25 October 2018. CSC Share Trustee Services (Ireland) Limited was incorporated in Ireland on 9 May 2017 and has its registered office at 3rd Floor, Fleming Court, Fleming's Place, Dublin 4 and is registered with the Companies Registration Office of Ireland under number 603819.

Issuer Management

Pursuant to the terms of a corporate services agreement (the "Corporate Services Agreement") between the Issuer and CSC Capital Markets (Ireland) Limited (the "Corporate Services Provider"), the Corporate Services Provider will provide corporate and administrative services to the Issuer in consideration for the payment of a semi-annual fee to the Corporate Services Provider. The directors and secretary of the Issuer have been provided by the Corporate Services Provider. The Corporate Services Provider may terminate the Corporate Services Agreement on not less than sixty (60) days' written notice to the other party. Furthermore, the Issuer may terminate the Corporate Services Agreement by giving not less than sixty (60) days' prior written notice to the Corporate Services Provider. Upon or prior to the termination of the Corporate Services Agreement, a successor corporate services provider will be appointed to provide corporate and administrative services to the Issuer.

There are no potential conflicts of interest other than those disclosed in the preceding paragraph.

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Capitalisation and Indebtedness

The unaudited capitalisation of the Issuer as at the Closing Date is as follows:

As at 12 December

2019 Shareholders' equity Share capital .................................................................................................................................................... EUR 1.00

Total capitalisation........................................................................................................................................ EUR 1.00

Indebtedness

GBP 750,000,000 (now being issued). ........................................................................................................... GBP 750,000,000

Total Indebtedness ........................................................................................................................................ GBP 750,000,000

Covenants

(a) Positive Covenants

In the Trust Deed the Issuer will covenant that until all amounts payable by the Issuer under the Transaction Documents and under the Notes have been paid in full the Issuer undertakes and agrees with the Trustee that it shall:

(i) perform each of its obligations under the Transaction Documents to which it is party and comply with all requirements of, and ensure that, the Notes shall be offered and sold in accordance with, (i) any Requirement of Law or Regulatory Direction applicable to it and (ii) the Transaction Documents to which it is a party and use all reasonable endeavours to procure that the other parties to the Transaction Documents, other than the Trustee, comply with and perform all their respective obligations under the relevant Transaction Documents;

(ii) obtain the written consent of the Trustee prior to entering into any agreement other than the Transaction Documents to which it is intended to be a party, the Verification Agreement and agreements in connection with the Issuer's annual reporting obligations;

(iii) maintain its corporate existence and at all times continue to be duly incorporated under the laws of Ireland and duly authorised and conduct its business in a proper and efficient manner in compliance with the laws and regulations from time to time in force in Ireland or in any other jurisdiction in which the Issuer carries on business and in accordance with the terms of its constitutional documents;

(iv) procure that the management of the Issuer, the place of residence of the directors of the Issuer for tax purposes, the place for the holding of the board meetings of the Issuer and the place where the Issuer's interests are administered are all situated in Ireland;

(v) procure that it maintains its centre of main interests in Ireland and does not have or maintain an establishment (in each case for the purpose of the Recast EU Insolvency Regulation) outside of Ireland or have or maintain any branch or subsidiary;

(vi) 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 Requirement of Law or any Regulatory Direction from time to time in force in Ireland or in any other applicable jurisdiction, in connection with its business and to enable it lawfully to enter into and perform its obligations under the relevant Transaction Documents or to ensure the legality, validity, enforceability or admissibility in evidence in the Issuer's jurisdiction of the relevant Transaction Documents;

(vii) deliver to the Trustee (with a copy to the Principal Paying Agent and the Cash Administrator) on the Closing Date and thereafter upon each anniversary of the Closing Date and upon any change of the same, a list of authorised signatories of the Issuer together with a specimen signature of each authorised signatory;

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(viii) preserve and/or exercise and/or enforce its rights under and pursuant to the Notes and the relevant Transaction Documents;

(ix) keep books and records of account of its assets and business as may be necessary to comply with all applicable laws, including, but not limited to, books and records relating to the transactions contemplated by the Transaction Documents to which it is a party, in conformity with generally accepted accounting principles as applied in Ireland. The Issuer shall furnish or cause to be furnished to the Trustee and any Appointee in English:

(A) as soon as available the audited accounts of the Issuer as of the end of such fiscal year, prepared in accordance with generally accepted accounting principles applicable in Ireland, consistently applied, and accompanied by a certificate of the Issuer's independent auditors and by a certificate signed by the Issuer stating that the accounts of the Issuer submitted in accordance with this paragraph (A) are complete and correct in all material respects and present fairly the financial condition and results of operation of the Issuer as of the dates and for the periods indicated, in accordance with generally accepted accounting principles in Ireland, consistently applied;

(B) within ten (10) days after any request, and in any event on each anniversary of the date of execution of the Trust Deed, a certificate of the Issuer signed by the Issuer to the effect that as at a date not more than seven (7) days before delivering such certificate (the "certificate date") there did not exist and had not existed since the certificate date of the previous certificate (or in the case of the first such certificate the date of this Trust Deed) any Note Event of Default, Potential Event of Default or any other matter which is required to be brought to the Trustee's or that Appointee's attention (or if such event or matter exists or existed, specifying the same) and that during the period from and including the last certification date of such certificate (or in the case of the first certificate the date of this Trust Deed) to and including the certification date of such certificate the Issuer has complied with all its obligations contained in the Trust Deed or (if such is not the case) specifying the respects in which it has not complied;

(C) promptly upon receipt thereof, copies of any reports submitted to the Issuer by its independent auditors in connection with any examination of the financial statements of the Issuer;

(D) from time to time, any other information about its business and financial condition as the Trustee or that Appointee may reasonably require;

(E) promptly upon receipt thereof, copies of all reports, statements, certifications, schedules, financial statements or other similar reports delivered to or by the Issuer pursuant to the terms of the Transaction Documents and, promptly upon request, such other data as the Trustee or that Appointee may reasonably request;

(F) such opinions, certificates, information and evidence as the Trustee or that Appointee shall require and in such form as it shall require (including without limitation the procurement by the Issuer of all such certificates called for by the Trustee or that Appointee pursuant to paragraph (B) above or sub-clause 18.2.3 (Certificate of Director or Authorised Signatory) of the Trust Deed) for the purpose of the discharge or exercise of the duties, trusts, powers, authorities and discretions vested in it under the Trust Deed or any other Transaction Document or by operation of law and the Trustee and that Appointee may rely on the contents of such opinions, certificates, information and evidence as conclusive evidence of the matters set out therein or the matters to which they relate and shall incur no liability to any person for so doing; and

(G) as soon as available, and in any event within five (5) Note Business Days of each establishment of, or adjustment to, the interest rate applicable to the Notes, the revised amount of interest payable on the Notes on the next Note Payment Date, together with a description in reasonable detail of the calculations which produced

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such amounts, the period to which such interest rate relates and the principal amount of Notes bearing such interest rate as notified to the Issuer by the Note Calculation Agent;

(x) upon the request of the Trustee, permit the Trustee or any Appointee:

(A) to inspect and make copies of and abstracts from the books and records of the Issuer as they may relate to the Notes, the obligations of the Issuer under the Transaction Documents to which it is a party and the transactions contemplated thereby;

(B) to receive such information, opinions, certificates and other evidence as the Trustee or their authorised agent 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 relevant Transaction Document; and

(C) to discuss the affairs, finances and accounts of the Issuer with any representatives or agents of the Issuer (such inspections and discussions shall be conducted upon reasonable notice being given and during normal business hours and shall not unreasonably disrupt the business of the Issuer's representatives or agents, as the case may be; the Issuer shall pay the proper expenses of the Trustee in connection with such inspections and discussions);

(xi) maintain its books and records at the address of the Issuer designated herein for receipt of notices, unless the Issuer shall otherwise advise the Trustee in writing, and shall not move its principal place of business (if any) outside of Ireland without the prior written consent of the Trustee;

(xii) promptly upon becoming aware of the same inform the Trustee in writing of the occurrence of any of the following:

(A) the submission of any claim or the initiation of any legal process, litigation or administrative or judicial investigation against the Issuer involving potential damages or penalties;

(B) the occurrence of any Note Event of Default or Potential Event of Default without waiting for the Trustee to take any further action;

(C) any breach of the Issuer's warranties or any undertaking given by the Issuer in any relevant Transaction Documents;

(D) the commencement of or threat of any rule making or disciplinary proceedings relating to or affecting the Issuer or any proceedings instituted by or against the Issuer in any court or before any governmental body or agency, or before any arbitration board, or the promulgation of any proceedings or any proposed or final rule, which, if adversely determined, would result in a material adverse change with respect to the Issuer;

(E) the commencement of any proceedings by or against the Issuer under any applicable bankruptcy, reorganisation, liquidation, rehabilitation, court protection, insolvency or other similar law now or hereafter in effect or of any proceedings in which a receiver, administrator, examiner, liquidator, conservator, trustee, bankruptcy official or similar official shall have been, or may be, appointed or requested for the Issuer or all or substantially all of its assets;

(F) the receipt of notice that (A) the Issuer is being placed under regulatory supervision, (B) any licence, permit, charter, registration or approval necessary for the conduct of the Issuer's business is to be, or may be, suspended or revoked, (C) the Issuer is to cease and desist any practice, procedure or policy employed by the Issuer in the conduct of its business, which cessation may result in a material adverse change with respect to the Issuer, (D) any Transaction Document

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to which it is a party is subject to possible amendment, revision, repudiation or termination, or (E) any change in any tax law has or will or may come into effect and has modified or will or may adversely affect the withholding status or other tax status of the Issuer; or

(G) any other event, circumstance or condition that has resulted, or has a material possibility of resulting, in a material adverse change in respect of the Issuer;

(xiii) at its own expense upon the request of the Trustee from time to time execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, within seven (7) Note Business Days of such request, such amendments hereto and such further instruments and take such further action as may be reasonably necessary to give effect to the mutual intention of the parties under the Trust Deed or to protect the interests of the Trustee and the other Secured Creditors under the Transaction Documents;

(xiv) prepare or procure the preparation of the Investor Report as set out in the Cash Administration Agreement and to make the Investor Report available as set out in the Conditions;

(xv) maintain all licences, permits, charters and registrations which are material to the conduct of its business and the performance of its obligations under the Transaction Documents to which it is party;

(xvi) effect all required filings in respect of the Issuer and file, record or enrol each relevant Transaction Document required to be filed, recorded or enrolled with any court or other authority in the relevant jurisdiction and ensure that such required filings, recordings or enrolments are at all times maintained in accordance with any applicable law or regulation;

(xvii) apply its funds towards the payment of amounts due under the Notes and towards the other sums payable by the Issuer under or as permitted by the Transaction Documents and for no other purpose;

(xviii) obtain proper authorisation from its shareholders of all corporate action requiring shareholder approval;

(xix) deliver or cause to be delivered to the Trustee an executed original copy of each Transaction Document within thirty (30) days after the Closing Date;

(xx) in the event of the unconditional payment to the Principal Paying Agent of any sum due in respect of the Notes or any of them being made after the due date for payment thereof, forthwith give (or procure to be given) notice to Noteholders in accordance with Condition 17 (Notices to Noteholders) that such payment has been made;

(xxi) use reasonable endeavours to obtain within thirty (30) days after the Closing Date and maintain the listing of the Notes on the Global Exchange Market of Euronext Dublin or, if it is unable to do so having used reasonable endeavours, use reasonable endeavours to obtain and maintain a quotation or listing of the relevant Notes on such other stock exchange or exchanges or securities market or markets as the Issuer may (with the prior written approval of the Trustee) decide, provided that such exchange or market is a "recognised stock exchange" for the purpose of Section 64 of the TCA, and shall also use reasonable endeavours to procure that (i) there will at all times be furnished to Euronext Dublin or to any other such stock exchange or securities market such information as Euronext Dublin or such other stock exchange or securities market may require to be furnished in accordance with its requirements and (ii) it shall comply with all rules, regulations and obligations of Euronext Dublin or such other stock exchange or securities market, and shall also upon obtaining a quotation or listing of the Notes on such other stock exchange or exchanges or securities market or markets enter into a deed supplemental to the Trust Deed to effect such consequential amendments to the Trust Deed as the Trustee may require or as shall be requisite to comply with the requirements of any such stock exchange or securities market;

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(xxii) if the Issuer gives notice to the Trustee that it intends to redeem the Notes pursuant to Condition 7 (Redemption, Reduction, Reinstatement and Cancellation) prior to giving such notice to the Noteholders, provide such information to the Trustee as the Trustee requires in order to satisfy itself of the matters referred to in those Conditions;

(xxiii) give notice to the Noteholders in accordance with Condition 17 (Notices to Noteholders) of any appointment, resignation or removal of any Agent (other than the appointment of the initial Agents) after having obtained the prior written approval of the Trustee thereto, or change of an Agent's Specified Office and (except as provided by the Agency Agreement) at least thirty (30) days prior to such event taking effect; provided that so long as any of the Notes remains outstanding, in the case of the termination of the appointment of the Agent Bank or Principal Paying Agent, no such termination shall take effect until a new Agent Bank or Principal Paying Agent has been appointed on terms approved in writing by the Trustee;

(xxiv) send or procure to be sent to the Trustee not less than two (2) Note Business Days prior to the date of publication, for the Trustee's approval, one copy of each notice to be given to the Noteholders in accordance with Condition 17 (Notices to Noteholders), and not to publish such notice without such approval and, upon publication, send to the Trustee two copies of the final form of such notice (such approval, unless so expressed, not to constitute approval for the purposes of Section 21 of the Financial Services and Markets Act 2000 ("FSMA") of such notice as an investment advertisement (as therein defined));

(xxv) at all times maintain an Agent Bank, a Principal Paying Agent and a Note Calculation Agent in accordance with the Conditions;

(xxvi) procure that the Principal Paying Agent makes available for inspection by the Noteholders at its Specified Office copies of the Trust Deed and the other Transaction Documents and any reports to be available to Noteholders;

(xxvii) comply with and perform all its obligations under the Transaction Documents and not make any amendment or modification thereto without the consent of the Trustee and use its best endeavours to procure that the other Transaction Parties comply with and perform all their respective obligations thereunder;

(xxviii) notify, or shall procure that the Trustee is notified, on or before any scheduled Note Payment Date, if the amount of interest and (if applicable) principal due and payable by the Issuer on such Note Payment Date has not been received by the Principal Paying Agent;

(xxix) in the event of the unconditional payment to the Principal Paying Agent, or the Trustee of any sum due in respect of the Notes being made after the due date for payment thereof, forthwith give notice to the Noteholders that such payment has been made;

(xxx) send to the Trustee forthwith upon being so requested in writing by the Trustee a certificate of the Issuer (signed on its behalf by an authorised representative) setting out the total number and aggregate Adjusted Principal Balance of the relevant Notes which:

(A) up to and including the date of such certificate have been purchased by the Issuer and cancelled in accordance with the Agency Agreement; and

(B) at the date of such certificate are held by or for the benefit of the Issuer;

(xxxi) pay moneys payable by it to the Trustee hereunder without set off, counterclaim, deduction or withholding, unless otherwise compelled by law and in the event of any deduction or withholding compelled by law, to pay such additional amount as will result in the payment to the Trustee of the amount which would otherwise have been payable by it to the Trustee hereunder;

(xxxii) notify the Trustee forthwith in writing of any financing transactions entered into by it and any security provided in connection therewith (but provided that any such financing transaction would be required to be in compliance with clause 15 (Negative Covenants by the Issuer) of the Trust Deed);

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(xxxiii) register with the US Internal Revenue Service as a "reporting financial institution" for FATCA purposes and carry on its business in such a way as to ensure that it is treated as complying with FATCA pursuant to the terms of the Irish IGA; and

(xxxiv) grant a security interest to the Trustee over its rights under any replacement cash deposit bank agreements or replacement custody agreement.

(b) Negative Covenants

In the Trust Deed the Issuer will covenant and agree with the Trustee that, until all amounts payable by the Issuer under the Transaction Documents and under the Notes have been paid in full, it shall not (save to the extent permitted by the relevant Transaction Documents or with the prior written consent of the Trustee):

(i) dispose of, deal with or grant any option or present or future right to acquire any of its assets or undertakings or any interest therein or thereto;

(ii) have an interest in a bank account other than as set out in the Transaction Documents;

(iii) incur any indebtedness or give any guarantee or indemnity in respect of any such indebtedness other than as envisaged pursuant to the Transaction Documents;

(iv) consolidate or merge with or transfer any of its property or assets to another person;

(v) issue any further shares or rights, warrants, or options in respect of shares or securities convertible into or exchangeable for shares in its capital;

(vi) have any employees (for the avoidance of doubt, managing directors will not be regarded as employees), premises or subsidiaries;

(vii) acquire assets other than pursuant to the Transaction Documents;

(viii) engage in any activities or derive income from any activities outside Ireland or hold any property if doing so would cause it to be engaged or deemed to be engaged in a trade or business outside Ireland;

(ix) enter into any contracts, agreements or other undertakings other than the Transaction Documents and the Verification Agreement;

(x) compromise, compound or release any debt due to it;

(xi) commence, defend, settle or compromise any litigation or other claims relating to it or any of its assets;

(xii) have more than one director that is not independent of the Collateral Manager or the other Transaction Parties (other than the Corporate Services Provider) on its board of Directors;

(xiii) maintain its bank accounts with the bank accounts of any other person or entity;

(xiv) maintain its books and records with any other person or entity;

(xv) commingle assets with those of any other entity;

(xvi) use stationery, invoices and cheques of any other person or entity;

(xvii) fail to hold itself out as a separate entity;

(xviii) fail to correct any known misunderstanding regarding its status as a separate entity;

(xix) terminate, repudiate, rescind or discharge any relevant Transaction Document or to permit any person to do so;

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(xx) vary, novate, amend, modify or waive any provision of any relevant Transaction Document or to permit any person to do so;

(xxi) permit any person who has obligations under the relevant Transaction Documents to be released from such obligations other than in accordance with the terms of the relevant Transaction Document and any Applicable Law;

(xxii) create, incur or suffer to exist or permit to subsist or agree to create, incur or suffer to exist, or consent to cause or permit in the future (upon happening of a contingency or otherwise) the creation, incurrence or existence of any Encumbrance other than any Permitted Encumbrance over the whole or any part of its assets or undertakings, present or future;

(xxiii) form, or cause to be formed any subsidiaries;

(xxiv) redeem any of its shares;

(xxv) pay dividends or make other distributions to its shareholder out of profits available for distribution other than in respect of the Issuer Profit Amount, and then only in the manner permitted by its constitutional documents and by applicable laws;

(xxvi) 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;

(xxvii) surrender any losses to any other company;

(xxviii) take any action, or fail to take any action, if such action or failure to take action may interfere with the enforcement of any rights under the Transaction Documents with respect to the rights, benefits or obligations of the Trustee;

(xxix) take any action, or fail to take any action, if such action or failure to take action may interfere with the enforcement of any rights with respect to the relevant Credit Protection Deed;

(xxx) fail to pay any tax which it is required to pay with respect to the relevant Credit Protection Deed, Transaction Documents or any profit realised by the Issuer, or fail to defend any action, if such failure to pay or defend may adversely affect the priority or enforceability of the security created by or pursuant to the Security Documents;

(xxxi) take or (if within its control) permit to be taken any action which would have the effect directly or indirectly of causing any amount to be deducted or withheld from interest payments on any of the Notes for or on account of tax and will perform all of its obligations under the Transaction Documents to which it is party to prevent or cure any default by, or other condition or event with respect to, the Issuer which would have the effect, directly or indirectly, of causing any amount to be deducted or withheld from interest payments on any of the Notes for or on account of tax;

(xxxii) take or (if within its control) permit to be taken any action which would have the effect directly or indirectly of causing any amount to be deducted or withheld from any payment in relation to the relevant Credit Protection Deed for or on account of any tax, and will perform all its obligations under the Transaction Documents to which it is a party to prevent or cure any default by, or other condition or event with respect to the Issuer which would have the effect, directly or indirectly, of causing any amount to be deducted or withheld from any payment in relation to the relevant Credit Protection Deed for or on account of tax;

(xxxiii) sell, convey, transfer, exchange, lease, assign or otherwise dispose of, or deal with or grant any option or present or future right to acquire any of its assets or undertakings or any interest therein or thereto or agree or attempt or purport to sell, convey, transfer, exchange, lease or otherwise dispose of or use, invest or otherwise deal with any of its assets, properties or undertaking or grant any option or right to acquire the same or present or

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future right to acquire any of its assets or undertakings or any interest therein or thereto except as permitted under the Transaction Documents and as contemplated by the definition of Permitted Encumbrance;

(xxxiv) amend, supplement or otherwise modify its constitutional documents;

(xxxv) permit the validity or effectiveness of the Security Documents or of the Security to be impaired or to be amended, hypothecated, subordinated, terminated or discharged; or

(xxxvi) engage in any business or activity or enter into any documents other than in connection with the transaction or contemplated by the Transaction Documents and the Verification Agreement and as permitted by its constitutional documents and as contemplated by the definition of Permitted Encumbrance.

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SANTANDER CONSUMER (UK) PLC

INFORMATION ABOUT SANTANDER CONSUMER (UK) PLC

Incorporation and Registered Office

Santander Consumer (UK) plc ("SCUK") is a public limited company incorporated under the laws of England and Wales with company number 02248870 whose registered office is at Santander House, 86 Station Road, Redhill, Surrey, RH1 1SR, United Kingdom.

Organisational Structure

SCUK is a wholly owned subsidiary of Santander UK plc ("Santander UK") and Santander UK is a wholly owned subsidiary of Santander UK Group Holdings plc. SCUK has implemented measures to ensure that such control is not abused.

Business Overview

SCUK, while treated as part of Santander UK under the UK perimeter rules, also benefits from membership to the Santander Consumer Finance division of Banco Santander, a centre of excellence in the bank for consumer finance with 24 million customers worldwide as at 30 June 2019.

The Santander Consumer Finance Group is the market leader in consumer finance in Europe. It is active in 15 countries, with more than 130,000 partnered points of sale (car dealers and retail businesses). In addition, Santander Consumer Finance has entered into a significant number of financing agreements with car and motorcycle manufacturers and with retail distribution groups. In 2018, Santander Consumer Finance continued to gain market share, driven forward by a solid business model: wide-ranging geographic diversification with a solid presence in key products, better cost-to-income than its peers and a risks and recovery management system that allows it to maintain a strong credit rating.

SCUK itself operates wholly from its head office in Redhill, with a total headcount of 628 people as at the end of September 2019. A significant number of the staff of SCUK are however in field based roles to support and monitor the many thousands of dealers with whom the business transacts with each year. In addition to the retail lending of the business, SCUK also provides a significant amount of wholesale lending to assist dealers in stocking their forecourts. As at the end of September 2019 SCUK was managing a portfolio of over 450,000 receivables for its own book and an additional 194,000 for its joint venture HCUK.

In the United Kingdom, SCUK has commercially entered into two Joint Ventures: Hyundai Capital UK Limited and PSA Finance UK Limited. The joint venture entity, Hyundai Capital UK Limited commenced trading in July 2012; this entity is consolidated on an equity basis in the Santander UK group accounts as SCUK does not have control. The joint venture agreement with Banque PSA started in February 2015, SCUK has control over PSA Finance UK Limited, for accounting purposes this entity is consolidated at a group level and a minority adjustment is made to adjust for the profits attributable to the joint venture partner. Together with its Joint Ventures, SCUK was a leading Independent Finance Provider for new and used Motor Vehicles in the United Kingdom in 2018.

SCUK continues to develop its core used car business, whilst continuing to seek further dealer and manufacturer partnerships. SCUK has a mix of white label and joint venture agreements with car and motorbike manufacturers including Mazda, Volvo, MG Motors, KTM, Yamaha, Husqvarna, McLaren, Caterham Cars, Peugeot, Citroen, Hyundai and Kia cars.

SCUK's profitability has remained strong through the course of recent years and Profit Before Tax was reported at £159.39m for the full year ending 31st December 2018, which was a small increase on 2017 (£151.96m). SCUK’s contribution to overall profitability of San UK was 10% in 2018 and its cost income ratio was maintained at an efficient level of 32.77% in 2018 (31.84% in 2017).

SCUK has been working on a long-term project to replace the existing administration legacy systems with a newly designed bespoke system. This is known internally as Project Solar and this new system is expected to be launched across the business during 2020. Other IT projects include new and improved digital technologies for the benefit of customers, dealers and manufacturers. SCUK also continues to invest in smaller internal projects to improve products, services and systems.

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SCUK is funded in part from its parent Santander UK but also maintains diversified funding sources through securitisation transactions, these are issued in Sterling and Dollars via market issuances or on a bilateral basis with third party banks.

SCUK is authorised in the UK by the Financial Conduct Authority (FCA) and through its ownership by Santander UK plc, the business of SCUK also falls under the auspices of the Prudential Regulation Authority (PRA) and as such there is a strong governance structure to administer the operations of the business with senior members of the Santander UK plc management also serving on the board of SCUK.

Administrative, Management and Supervisory Bodies

Directors

The directors of SCUK and their respective business addresses and their principal occupations are:

Name Business Address Principal Function

Santander Secretariat Services Limited

2 Triton Square, Regent's Place, London, United Kingdom, NW1 3AN

Secretary

Anton San Pablo, Javier Santander House, 86 Station Road, Redhill, Surrey, United Kingdom, RH1 1SR

Director

Attar-Zadeh, Reza 2 Triton Square, Regent's Place, London, United Kingdom, NW1 3AN

Director

Goldhagen, Adam Roy Santander House, 86 Station Road, Redhill, Surrey, United Kingdom, RH1 1SR

Director

Hill, Victor Thomas Santander House, 86 Station Road, Redhill, Surrey, United Kingdom, RH1 1SR

Director

Montalvo Wilmot, Bruno Santander House, 86 Station Road, Redhill, Surrey, United Kingdom, RH1 1SR

Director

Roberts, Diane Elisabeth Santander House, 86 Station Road, Redhill, Surrey, United Kingdom, RH1 1SR

Director

Staveley, Mark Elliott 2 Triton Square, Regent's Place, London, United Kingdom, NW1 3AN

Director

There are no conflicts of interest between the private interests of the Directors and their duties to SCUK.

Auditors

SCUK publishes audited financial statements on an annual basis and has a financial year end of 31 December. The independent auditors of SCUK are Pricewaterhouse Coopers LLP, 7 More London Riverside, London SE1 2RT.

Legal and Arbitration Proceedings

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which SCUK is aware) which may have or have had in the past 12 months a significant effect on SCUK's financial position or profitability.

No Material Adverse Change

There has been no material adverse change in the prospects of SCUK since 31 December 2018, the date of its last published audited financial statements, nor has there been any significant change in the financial or trading position of SCUK since 31 December 2018.

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Financial Statements Incorporated By Reference

The audited financial statements of SCUK for the financial years ended 31 December 2017 and 31 December 2018 have been filed with the Irish Stock Exchange and are incorporated by reference herein.

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SANTANDER UK PLC

Santander UK was originally formed as a building society and was registered in 1944 under the name Abbey National Building Society with registration number 1B. It is now a public limited liability company incorporated and registered in England and Wales under the Companies Act 2006. It was incorporated on 12 September 1988 with registered number 2294747. Santander UK plc is a wholly-owned subsidiary of Santander UK Group Holdings.

Santander UK Group Holdings plc is a subsidiary of Banco Santander and Santusa Holding. Banco Santander and its subsidiary Santusa Holding together hold the entire issued share capital of Santander UK Group Holdings plc.

The principal executive office and registered office of Santander UK is at 2 Triton Square, London, NW1 3AN. The telephone number of Santander UK is +44 (0) 800 389 7000.

Santander UK Group Holdings and Santander UK operate on the basis of a unified business strategy and have common boards, albeit the principal business activities of the Santander UK group ("Group") are carried on by Santander UK and its subsidiaries.

Santander UK has equity and debt securities listed on, amongst others, the London Stock Exchange, Euronext Dublin, Global Exchange Market of Euronext Dublin and Luxembourg Stock Exchange.

Corporate Purpose

The Group's purpose is to be the best bank for our people, customers, shareholder and communities.

Business and Support Divisions

The Group, headed by Nathan Bostock, Chief Executive Officer, operates four business divisions as follows:

Retail Banking

Retail Banking offers a wide range of products and financial services to individuals and small businesses through a network of branches and automatic transaction machines (ATMs), as well as through telephony, digital and intermediary channels. Retail Banking includes business banking customers, small businesses with an annual turnover of up to £6.5 million and Santander Consumer Finance, predominately a vehicle finance business.

Corporate & Commercial Banking

To better align reporting to the nature of the business segment following ring-fence transfers, Commercial Banking has been re-branded as Corporate & Commercial Banking. Corporate & Commercial Banking covers businesses with an annual turnover of £6.5m to £500m. Corporate & Commercial Banking offers a wide range of products and financial services provided by relationship teams that are based in a network of regional CBCs and through telephony and digital channels.

Corporate & Investment Banking

As part of a rebrand across the Banco Santander group, Global Corporate Banking (the UK segment of Santander Global Corporate Banking) has been branded as Corporate & Investment Banking ("CIB"). CIB services corporate clients with an annual turnover of £500m and above. CIB clients require specially tailored solutions and value-added services due to their size, complexity and sophistication. CIB provides these clients with products to manage currency fluctuations, protect against interest rate risk, and arrange capital markets finance and specialist trade finance solutions, as well as providing support to the rest of Santander UK's business segments.

Corporate Centre

Corporate Centre mainly includes the treasury, non-core corporate and legacy portfolios, including Crown Dependencies. Corporate Centre is also responsible for managing capital and funding, balance sheet composition, structure, pension and strategic liquidity risk. To enable a more targeted and strategically

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aligned apportionment of capital and other resources, revenues and costs incurred in Corporate Centre are allocated to the three business segments. The non-core corporate and legacy portfolios are being run-down and/or managed for value.

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CREDIT PROTECTION DEEDS

The following is a summary of certain provisions of each Credit Protection Deed and is qualified in its entirety by reference to the detailed provisions of the applicable Credit Protection Deed. The following summary does not purport to be complete, and prospective investors must refer to the applicable Credit Protection Deed for detailed information regarding the applicable Credit Protection Deed.

On the Closing Date, the Issuer will enter into the Junior Credit Protection Deed with the Junior Protection Buyer and the Senior Credit Protection Deed with the Senior Protection Buyer.

Pursuant to each Credit Protection Deed, in return for the payment of Protection Fee Amounts by the relevant Protection Buyer to the Issuer, the Issuer agrees to pay positive Protection Payment Amounts to the relevant Protection Buyer if Credit Events occur in respect of Reference Obligations comprised in the Reference Portfolio, subject to satisfaction of certain conditions as described more fully below and in the Credit Protection Deeds.

Junior Credit Protection Deed and Senior Credit Protection Deed

In the Senior Credit Protection Deed, the Senior Protection Buyer undertakes to the Protection Seller that:

(a) if the Junior Protection Buyer (i) delivers any notice, report or information (including the Reference Registry, any Reference Portfolio Report, the Loan Datatape or any Credit Protection Verification Report (in each case, as defined in the Junior Credit Protection Deed) or any information delivered at the request of the Protection Seller (as defined in the Junior Credit Protection Deed) pursuant to the Junior Credit Protection Deed or (ii) exercises any option or right which it may have under the Junior Credit Protection Deed (including, without limitation delivery of a Credit Event Notice in respect of a Reference Obligation (in each case, as defined in the Junior Credit Protection Deed) (other than a right to designate an Effective Protection Termination Date pursuant to the Junior Credit Protection Deed) or (iii) makes any changes to the Reference Portfolio or the Reference Obligation Notional Amount in respect of any Reference Obligation pursuant to the Junior Credit Protection Deed) or (iv) amends or modifies the Junior Credit Protection Deed, the Senior Protection Buyer will at the same time deliver a corresponding notice or exercise any such corresponding option or right which it has under the Senior Credit Protection Deed or make the corresponding amendment or modification to the Senior Credit Protection Deed, as applicable;

(b) it will not make any adjustment to the Reference Portfolio under the Senior Credit Protection Deed unless the Junior Protection Buyer also makes such adjustment to the Reference Portfolio pursuant to the Junior Credit Protection Deed;

(c) the Initial Loss Amount, Final Loss Amount and Verified Loss Amount determined in respect of any Defaulted Reference Obligation will be the same as the corresponding amount determined in respect of that Defaulted Reference Obligation under the Junior Credit Protection Deed.

The following is a summary of certain provisions of each Credit Protection Deed and references to "the Protection Buyer" are to the Junior Protection Buyer in the context of the Junior Credit Protection Deed and the Senior Protection Buyer in the context of the Senior Credit Protection Deed, and references to "the Credit Protection Deed" are to the Junior Credit Protection Deed or the Senior Credit Protection Deed, as applicable.

Reference Portfolio

The Protection Buyer has designated a portfolio of obligations (each a "Reference Obligation"). Each obligor in respect of each Reference Obligation will be a "Reference Borrower". The Reference Borrower for a Reference Obligation may change from time to time if another entity assumes all of the obligations of the original Reference Borrower in respect of such Reference Obligation in connection with any refinancing or restructuring of the Reference Obligation.

All Reference Obligations included in the Reference Portfolio on the Closing Date are required to satisfy the Eligibility Criteria as at 30 November 2019 (the "Portfolio Cut-Off Date").

To the extent that any Reference Obligation which formed part of the Reference Portfolio on the Effective Date did not comply with the Reference Obligation Eligibility Criteria on the Portfolio Cut-Off Date, the

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Protection Buyer shall be obliged to remove such Reference Obligation from the Reference Portfolio. Reference Obligations will be removed from the Portfolio and/or have their Reference Obligation Notional Amount reduced as set out in the sub-section entitled "Reference Obligation Notional Amounts" below.

The Protection Buyer is not required to have an interest in, or exposure to, any Reference Obligation as at the relevant Inclusion Date and if it holds, or has any exposure to, any Reference Obligation as at the relevant Inclusion Date, it is not obliged to retain or continue to hold or have any exposure to any Reference Obligation after the relevant Inclusion Date.

The Protection Buyer undertakes to procure that each Reference Obligation is serviced in accordance with the Servicing Principles.

Reference Registry

The Reference Registry will contain information in respect of each Reference Obligation and Reference Borrower.

The Protection Buyer will update the Reference Registry within seven (7) Business Days of each Calculation Date to reflect any adjustments thereto since the previous Calculation Date. The Junior Protection Buyer shall deliver a copy of the amended Reference Registry to the Protection Seller, the Trustee and the Cash Administrator within seven (7) Business Days of updating it.

On the 25th Business Day of each month (starting with the calendar month following the Effective Date and provided that the Junior Protection Buyer has not already provided such information pursuant to clause 4.7 (Reference Registry) of the Credit Protection Deed within such timeframe), the Junior Protection Buyer shall provide to the Protection Seller, the Trustee and the Cash Administrator a copy of the Reference Registry as at such Calculation Date.

On the 25th Business Day of each month (starting with the calendar month following the Effective Date and provided that the Junior Protection Buyer has not already provided such information pursuant to clause 4.7 (Reference Registry) of the Credit Protection Deed within such timeframe), the Junior Protection Buyer shall provide to the Protection Seller, the Trustee and the Cash Administrator, a report disclosing certain information with respect to the Reference Portfolio (the "Reference Portfolio Report").

On the 25th Business Day of every month (starting with the calendar month following the Effective Date), the Junior Protection Buyer shall provide to the Protection Seller, the Trustee and the Cash Administrator; a copy of the Loan Datatape updated as of the last Business Day of the immediately preceding calendar month.

Except for the Reference Registry, the Reference Portfolio Report and the Loan Datatape, none of the Protection Seller, the Trustee or the Cash Administrator shall be entitled to receive from the Protection Buyer or the Calculation Agent any details of the Reference Obligations from time to time designated on the Reference Registry.

Reference Obligation Notional Amounts

The Protection Buyer shall designate a notional amount (the "Reference Obligation Notional Amount") denominated in Sterling in respect of each Reference Obligation in the Reference Portfolio.

Repayments

If a Repayment or cancellation occurs in respect of a Reference Obligation, the Protection Buyer shall reduce the Reference Obligation Notional Amount of that Reference Obligation with effect from the date on which such Repayment occurs by an amount equal to the product of the amount of such Repayment and the Protected Commitment in respect of such Reference Obligation. Where such reduction results in the Reference Obligation Notional Amount being reduced to zero, the relevant Reference Obligation shall be removed from the Reference Portfolio.

Restructuring

If a Restructuring occurs in respect of a Reference Obligation, upon the calculation of the Credit Loss Event Amount, the Reference Obligation Notional Amount of such Reference Obligation shall be reduced to the

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Restructured Principal Amount and may then be subject to further adjustment in respect of any subsequent Repayment or Removal.

Removals

If a Full Disposal has occurred in respect of any Reference Obligation, the Protection Buyer shall remove such Reference Obligation from the Reference Portfolio with effect from the date of such Full Disposal.

If a Partial Disposal has occurred in respect of any Reference Obligation, the Reference Obligation Notional Amount of that Reference Obligation shall be reduced with effect from the date of such Partial Disposal, by an amount equal to the product the amount of such Partial Disposal and the Protected Commitment in respect of such Reference Obligation.

If the final maturity date for a Reference Obligation which is not under the control of the Relevant Lender's arrears management division (or its successors), is extended by more than four (4) months in circumstances which required the consent of the Relevant Lender, other than pursuant to (i) a Restructuring; (ii) the occurrence of any event that would have constituted a Restructuring if the Credit Loss Event Amount had been greater than zero; or (iii) in accordance with any extension options or provisions included in the transaction documents for such Reference Obligation, such Reference Obligation shall be removed from the Reference Portfolio with effect from the date of such extension.

A Reference Obligation, other than (i) a Reference Obligation in respect of which a Restructuring has occurred or (ii) a Reference Obligation that is a Cured Reference Obligation, shall be removed from the Reference Portfolio upon becoming a Worked-Out Reference Obligation with effect from the Loss Determination Date.

Amortisation

On each Calculation Date occurring prior to the Effective Protection Termination Date, after taking into account any Reductions occurring prior to or on that Calculation Date, the Protection Buyer shall determine the Amortisation Amount, the Tranche A Amortisation Amount, the Tranche B Amortisation Amount, the Tranche C Amortisation Amount, the Tranche D1 Amortisation Amount, the Tranche D2 Amortisation Amount and the Tranche E Amortisation Amount in respect of that Calculation Date and notify the Protection Seller, the Trustee and the Cash Administrator of such amounts.

EU Risk Retention and Related Disclosure Requirements

The Junior Protection Buyer, in its capacity as an "originator" within the meaning of Article 2(3) of the Securitisation Regulation, undertakes to retain, at all times until the redemption in full of the Notes, a material net economic interest in the securitisation of not less than 5% as contemplated by Article 6(3)(c) of the Securitisation Regulation (the "Risk Retention Undertaking"). Such holding will be achieved by the Junior Protection Buyer retaining randomly selected loans which are selected in accordance with the same Eligibility Criteria as the Reference Portfolio, having an aggregate outstanding principal amount equivalent to no less than five (5) per cent. of the Reference Portfolio Notional Amount on the Closing Date, which would otherwise have been included in the Reference Portfolio as Reference Obligations (the "Retained Exposures").

The Junior Protection Buyer undertakes that it will not enter into any hedging or credit risk mitigation transaction in respect of the Retained Exposures which would have the effect of either (i) causing the undertaking above not to be satisfied at any time or (ii) double-hedging the same risk.

Transaction Documents available to Noteholders

In accordance with Article 7(1)(a) and (b) of the Securitisation Regulation, if a Noteholder or prospective Noteholder applies to the Junior Protection Buyer and, in respect of a prospective Noteholder the Junior Protection Buyer regards the prospective Noteholder as being a bona fide prospective investor in the Notes from an existing Noteholder, the Noteholder or prospective Noteholder (as applicable) will, on entering into a confidentiality and non-disclosure agreement, be provided access by the Junior Protection Buyer with a copy (or, where applicable, a summary) of the following:

(a) the Notes and the Conditions appended thereto;

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(b) the Trust Deed;

(c) the Deed of Charge;

(d) the Credit Protection Deeds;

(e) the Agency Agreement;

(f) the Cash Administration Agreement;

(g) the Junior Cash Deposit Bank Agreement;

(h) the Senior Cash Deposit Bank Agreement;

(i) the Custody Agreement;

(j) the Collateral Management Agreement;

(k) the Account Bank Agreement; and

(l) the Corporate Services Agreement.

Disclosure of Reference Portfolio and other information to Noteholders

The Protection Buyer undertakes to use reasonable efforts to comply with the disclosure obligations to which it is subject under Article 7(1) of the Securitisation Regulation, in accordance with Article 7(2) of the Securitisation Regulation and any regulatory technical standards related thereto adopted from time to time by the European Commission pursuant to Articles 7(3) and 7(4) of the Securitisation Regulation.

Protection Fee Amounts

Calculation of Protection Fee Amounts

Pursuant to the Junior Credit Protection Deed, on each Interest Determination Date which immediately precedes a Payment Date, the Calculation Agent shall calculate the "Protection Fee Amount" in respect of that Payment Date, which shall be an amount equal to the sum of:

(a) the Tranche C Protection Fee Component Amount for the Calculation Period ending on the Calculation Date preceding that Payment Date;

(b) the Tranche D1 Protection Fee Component Amount for the Calculation Period ending on the Calculation Date preceding that Payment Date;

(c) the Tranche D2 Protection Fee Component Amount for the Calculation Period ending on the Calculation Date preceding that Payment Date;

(d) the SONIA Shortfall Amount for the Note Interest Period ending on that Payment Date;

(e) any Make-Up Protection Fee Amounts (which may be positive or negative) in respect of that Payment Date in respect of the Tranche C Protection Fee Component Amount, the Tranche D1 Protection Fee Component Amount and the Tranche D2 Protection Fee Component Amount;

(f) the Protection Fee Shortfall Amounts (if any) determined in respect of the immediately preceding Payment Date; and

(g) the Protection Seller Expenses for the Calculation Period ending immediately prior to that Payment Date,

provided that, such amount shall not be less than GBP 0.

Pursuant to the Senior Credit Protection Deed, on each Interest Determination Date which immediately precedes a Payment Date, the Calculation Agent shall calculate the "Protection Fee Amount" in respect of that Payment Date, which shall be an amount equal to the sum of:

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(a) the Tranche A Protection Fee Component Amount for the Calculation Period ending on the Calculation Date preceding that Payment Date;

(b) the Tranche B Protection Fee Component Amount for the Calculation Period ending on the Calculation Date preceding that Payment Date;

(c) the Tranche E Protection Fee Component Amount for the Calculation Period ending on the Calculation Date preceding that Payment Date;

(d) any Make-Up Protection Fee Amounts (which may be positive or negative) in respect of that Payment Date in respect of the Tranche A Protection Fee Component Amount, the Tranche B Protection Fee Component Amount and the Tranche E Protection Fee Component Amount; and

(e) the Protection Fee Shortfall Amounts (if any) determined in respect of the immediately preceding Payment Date,

provided that, such amount shall not be less than GBP 0.

Protection Fee Shortfall Amount

(a) If the Protection Fee Amount in respect of a Payment Date would have been a negative amount but for the proviso set out above, such negative amount shall constitute the "Protection Fee Shortfall Amount" in respect of that Payment Date. For the avoidance of doubt, the Protection Fee Shortfall Amount shall be expressed as a negative amount.

(b) If a Protection Fee Shortfall Amount arises in respect of the Payment Date which corresponds to the Termination Date, the Protection Seller shall pay the absolute value of such Protection Fee Shortfall Amount to the Protection Buyer on such Payment Date.

Payment of the Protection Fee Amounts

The relevant Protection Fee Amount will be payable by the Protection Buyer to the Issuer on each Payment Date.

Credit Events

Conditions to Settlement

If a Credit Event has occurred in relation to any Reference Obligation during the Credit Protection Period in respect of that Reference Obligation, then the Protection Buyer may deliver a notice with respect to such Reference Obligation to the Protection Seller, with a copy to the Trustee and the Cash Administrator, that specifies:

(a) a Credit Event has occurred during the Credit Protection Period in respect of that Reference Obligation;

(b) the date on which the Credit Event occurred and the type of Credit Event that has occurred; and

(c) details of the Reference Obligation, including the relevant identification number (such notice, the "Credit Event Notice"),

provided that the Protection Buyer shall not be required to include any information in the Credit Event Notice to the extent that the Protection Buyer determines that doing so would result in any breach of any confidentiality obligation to which the Protection Buyer or any Affiliate is subject.

The Protection Buyer may include the details of multiple Credit Events in a single Credit Event Notice. Such notice shall take effect as a separate Credit Event Notice in respect of each Reference Obligation and Credit Event referred to in such notice.

If the Protection Buyer has delivered a Potential Credit Event Notice in respect of a Reference Obligation prior to the Effective Protection Termination Date, it may deliver a Credit Event Notice after the Effective Protection Termination Date if any Credit Event occurs in respect of that Reference Obligation:

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(a) where the Potential Credit Event occurred pursuant to paragraph (a) of the definition of Potential Credit Event, on or prior to the date falling ninety (90) days after the relevant due date; and

(b) the Potential Credit Event occurred pursuant to paragraph (b) of the definition of Potential Credit Event, on or prior to the exercise by the relevant Reference Borrower of its Voluntary Termination Right in respect of such Reference Obligation.

Credit Event Verification Certificate

If the Protection Buyer delivers a Credit Event Notice in respect of a Reference Obligation, and such Reference Obligation is an Initial Verifiable Reference Obligation, the Protection Buyer shall procure that the Verification Agent shall deliver to the Protection Seller, the Protection Buyer, the Trustee and the Cash Administrator a notice in respect of the Reference Obligation which is the subject of that Credit Event Notice which confirms:

(a) that the relevant Reference Obligation was included in the Reference Portfolio on the date on which the Credit Event occurred;

(b) that a Credit Event has occurred:

(i) during the Credit Protection Period in respect of that Reference Obligation; or

(ii) after the Effective Protection Termination Date in respect of that Reference Obligation, where the Protection Buyer had delivered a Potential Credit Event Notice in respect of a Reference Obligation prior to the Effective Protection Termination Date;

(c) that, where the Protection Buyer had delivered a Potential Credit Event Notice in respect of a Reference Obligation prior to the Effective Protection Termination Date:

(i) the Potential Credit Event in respect of that Reference Obligation occurred prior to the Effective Protection Termination Date; and

(ii) the Potential Credit Event Notice in respect of that Reference Obligation was delivered prior to the Effective Protection Termination Date;

(d) that the Defaulted Notional Amount of that Reference Obligation is equal to or lower than the Reference Obligation Notional Amount of that Reference Obligation recorded in the Reference Registry;

(e) that the Reference Obligation is an Eligible Obligation; and

(f) that the Relevant Lender in respect of the Reference Obligation is the Protection Buyer or an Affiliate of the Protection Buyer and a member of the Santander Consolidated Group (such notice, the "Credit Event Verification Certificate").

Delivery by the Junior Protection Buyer of a Credit Event Verification Certificate in respect of a Reference Obligation shall be deemed to constitute delivery of a Credit Event Verification Certificate by the Senior Protection Buyer, as applicable.

If, following the delivery of a Credit Event Notice by the Protection Buyer in respect of an Initial Verifiable Reference Obligation, the Verification Agent does not deliver a corresponding Credit Event Verification Certificate or if such Credit Event Verification Certificate does not contain all relevant information, the relevant Credit Event Notice shall be deemed not to have been delivered by the Protection Buyer and shall be null and void. For the avoidance of doubt, the Protection Buyer may deliver a subsequent Credit Event Notice in respect of the same Credit Event.

Delivery by the Protection Buyer of a Credit Event Notice in respect of a Reference Obligation which is not an Initial Verifiable Reference Obligation shall itself constitute the satisfaction of the Conditions to Settlement in respect of that Reference Obligation. Delivery by the Protection Buyer of a Credit Event Notice and delivery by the Verification Agent of a Credit Event Verification Certificate in respect of a Reference Obligation which is an Initial Verifiable Reference Obligation shall together constitute the satisfaction of the Conditions to Settlement in respect of that Reference Obligation.

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The Conditions to Settlement may only be satisfied once in relation to each Reference Obligation, unless such Reference Obligation is (i) a Reference Obligation in respect of which a Restructuring has occurred or (ii) a Reference Obligation that is a Cured Reference Obligation.

The occurrence of a Credit Event in relation to a Reference Obligation in respect of which the Protection Buyer does not serve an effective Credit Event Notice or in respect of which the Conditions to Settlement are not otherwise satisfied shall not preclude the delivery of an effective Credit Event Notice and satisfaction of the Conditions to Settlement in respect of a subsequent Credit Event in respect of such Reference Obligation.

Selection of Initial Verifiable Reference Obligations

The Junior Protection Buyer will, from time to time, procure that the Verification Agent randomly selects, from all Reference Obligations in respect of which a Credit Event Notice has been delivered since the last time the Verification Agent made a selection (or, in the case of the initial selection, since the Effective Date), at least three per cent. of such Reference Obligations to be Initial Verifiable Reference Obligations.

Potential Credit Events

If a Potential Credit Event occurs in respect of a Reference Obligation on or prior to the Effective Protection Termination Date and such Reference Obligation has not become a Cured Reference Obligation in respect of the event which gave rise to the relevant Potential Credit Event, the Protection Buyer may deliver a notice to the Protection Seller, the Trustee and the Cash Administrator in respect of that Reference Obligation stating that a Potential Credit Event has occurred (such notice, the "Potential Credit Event Notice").

Loss Amounts

Calculation of Initial Loss Amounts

On the Calculation Date immediately following the satisfaction of the Conditions to Settlement in respect of a Defaulted Reference Obligation in respect of which a Failure to Pay or Bankruptcy has occurred, the Calculation Agent shall calculate the Initial Loss Amount in respect of that Defaulted Reference Obligation, which shall be equal to the product of:

(a) the Defaulted Notional Amount in respect of that Defaulted Reference Obligation at the time of calculation; and

(b) the Initial Loss Percentage (the "Initial Loss Amount"),

provided that, the Calculation Agent shall not be required to calculate the Initial Loss Amount in respect of that Defaulted Reference Obligation if the Loss Determination Date has occurred in respect of that Defaulted Reference Obligation on or prior to such Calculation Date.

No Initial Loss Amount shall be calculated in respect of a Defaulted Reference Obligation in respect of which a Restructuring or Voluntary Termination has occurred.

Cure of Credit Event

If a Defaulted Reference Obligation becomes a Cured Reference Obligation prior to the Loss Determination Date for such Defaulted Reference Obligation, then such Reference Obligation will cease to be Defaulted Reference Obligation and any Initial Loss Amount shall cease to be taken into account for the purpose of determining the Loss Balance.

Calculation of Final Loss Amounts

Upon the occurrence of the Loss Determination Date in respect of a Defaulted Reference Obligation the Calculation Agent shall calculate the Final Loss Amount in respect of that Defaulted Reference Obligation. The "Final Loss Amount" shall be equal to:

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(a) in respect of a Defaulted Reference Obligation in respect of which a Failure to Pay, Bankruptcy or Voluntary Termination has occurred, an amount, which may be positive or negative, equal to:

(i) the Defaulted Notional Amount in respect of that Defaulted Reference Obligation on the Loss Determination Date minus the Total Recoveries in respect of that Defaulted Reference Obligation, provided that such amount may not be less than zero or greater than the accounting loss recorded by the Relevant Lender in respect of that Defaulted Reference Obligation (the "Total Loss Amount"); minus

(ii) the Initial Loss Amount (if any) in respect of that Defaulted Reference Obligation; and

(b) in respect of a Defaulted Reference Obligation in respect of which a Restructuring has occurred and the Conditions to Settlement have been satisfied, the Credit Loss Event Amount in respect of that Restructuring,

provided that, if the Loss Determination Date in respect of that Defaulted Reference Obligation occurs pursuant to limb (c) of the definition of Loss Determination Date, the Calculation Agent shall estimate the Final Loss Amount in respect of that Defaulted Reference Obligation acting in good faith and in a commercially reasonable manner based on the provisions in respect of such Defaulted Reference Obligation used in the Protection Buyer's financial accounts, which are determined and using such information regarding the Total Recoveries and the Credit Loss Event Amount (as applicable) as is available to it at the time of such Loss Determination Date.

Verification of Final Loss Amounts

Upon the occurrence of the Loss Determination Date in respect of a Defaulted Reference Obligation that satisfied the Conditions to Settlement, if such Defaulted Reference Obligation is a Final Verifiable Reference Obligation, the Protection Buyer shall procure that the Verification Agent shall deliver to the Protection Seller, the Protection Buyer, the Trustee and the Cash Administrator a Credit Protection Verification Report in respect of that Defaulted Reference Obligation which confirms:

(a) that the Defaulted Notional Amount in respect of such Defaulted Reference Obligation did not exceed the Outstanding Principal Amount in respect of that Defaulted Reference Obligation as at the date on which the Credit Event occurred;

(a) in respect of a Defaulted Reference Obligation in respect of which a Failure to Pay, Bankruptcy or Voluntary Termination has occurred, the Total Recoveries in respect of that Defaulted Reference Obligation;

(b) in respect of a Defaulted Reference Obligation in respect of which a Restructuring has occurred, the Credit Loss Event Amount in respect of that Defaulted Reference Obligation; and

(c) the Final Loss Amount in respect of that Defaulted Reference Obligation,

provided that the Credit Protection Verification Report shall not contain any information to the extent that doing so would result in any breach of any confidentiality obligation to which the Protection Buyer or any Affiliate is subject.

Delivery by the Junior Protection Buyer of a Credit Event Verification Certificate in respect of a Reference Obligation shall be deemed to constitute delivery of a Credit Event Verification Certificate by the Senior Protection Buyer, as applicable.

Upon delivery of the Credit Protection Verification Report in respect of a Defaulted Reference Obligation which is a Final Verifiable Reference Obligation, the Final Loss Amount as confirmed in such Credit Protection Verification Report shall, subject to the paragraph below, constitute the "Verified Loss Amount" (which may be positive or negative) in respect of such Defaulted Reference Obligation.

For the avoidance of doubt, if the Credit Protection Verification Report for a Final Verifiable Reference Obligation does not confirm the Final Loss Amount in respect of the relevant Defaulted Reference Obligation, the Final Loss Amount of such Defaulted Reference Obligation shall be recalculated, provided that the Total Loss Amount for the purposes of such calculation shall be zero and the Verified Loss Amount

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for such Defaulted Reference Obligation shall be the recalculated Final Loss Amount notwithstanding that no Credit Protection Verification Report is delivered in respect of such Defaulted Reference Obligation.

Selection of Final Verifiable Reference Obligations

The Junior Protection Buyer will, from time to time, procure that the Verification Agent randomly selects, from all Defaulted Reference Obligations in respect of which a Final Loss Amount has been determined since the last time the Verification Agent made a selection (or, in the case of the initial selection, since the Effective Date), at least three per cent. of such Defaulted Reference Obligations to be Final Verifiable Reference Obligations.

Protection Payment Amounts and Protection Payment Adjustment Amounts

Calculation of Protection Payment Amounts

Under the terms of the Junior Credit Protection Deed:

(a) On each Calculation Date which immediately precedes a Payment Date, the Calculation Agent shall calculate the "Tranche C Protection Payment Amount" in respect of that Calculation Date, which shall be an amount equal to the Tranche C Loss Balance on that Calculation Date minus the Tranche C Loss Balance on the preceding Calculation Date. For the avoidance of doubt, the Tranche C Protection Payment Amount may be positive, negative or equal to zero.

(b) On each Calculation Date which immediately precedes a Payment Date, the Calculation Agent shall calculate the "Tranche D1 Protection Payment Amount" in respect of that Calculation Date, which shall be an amount equal to the Tranche D1 Loss Balance on that Calculation Date minus the Tranche D1 Loss Balance on the preceding Calculation Date. For the avoidance of doubt, the Tranche D1 Protection Payment Amount may be positive, negative or equal to zero.

(c) On each Calculation Date which immediately precedes a Payment Date, the Calculation Agent shall calculate the "Tranche D2 Protection Payment Amount" in respect of that Calculation Date, which shall be an amount equal to the Tranche D2 Loss Balance on that Calculation Date minus the Tranche D2 Loss Balance on the preceding Calculation Date. For the avoidance of doubt, the Tranche D2 Protection Payment Amount may be positive, negative or equal to zero.

The Protection Payment Amount with respect to the Junior Credit Protection Deed shall be the sum of these amounts.

The Calculation Agent shall notify the Protection Seller, the Trustee and the Cash Administrator of the amount of each Protection Payment Amount for each Calculation Date.

Under the terms of the Senior Credit Protection Deed:

(a) On each Calculation Date which immediately precedes a Payment Date, the Calculation Agent shall calculate the "Tranche A Protection Payment Amount" in respect of that Calculation Date, which shall be an amount equal to the Tranche A Loss Balance on that Calculation Date minus the Tranche A Loss Balance on the preceding Calculation Date. For the avoidance of doubt, the Tranche A Protection Payment Amount may be positive, negative or equal to zero.

(b) On each Calculation Date which immediately precedes a Payment Date, the Calculation Agent shall calculate the "Tranche B Protection Payment Amount" in respect of that Calculation Date, which shall be an amount equal to the Tranche B Loss Balance on that Calculation Date minus the Tranche B Loss Balance on the preceding Calculation Date. For the avoidance of doubt, the Tranche B Protection Payment Amount may be positive, negative or equal to zero.

(c) On each Calculation Date which immediately precedes a Payment Date, the Calculation Agent shall calculate the "Tranche E Protection Payment Amount" in respect of that Calculation Date, which shall be an amount equal to the Tranche E Loss Balance on that Calculation Date minus the Tranche E Loss Balance on the preceding Calculation Date. For the avoidance of doubt, the Tranche E Protection Payment Amount may be positive, negative or equal to zero.

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The Protection Payment Amount with respect to the Senior Credit Protection Deed shall be the sum of these amounts.

The Calculation Agent shall notify the Protection Seller, the Trustee and the Cash Administrator of the amount of each Protection Payment Amount for each Calculation Date.

Payment of Protection Payment Amounts

On the Payment Date immediately following a Calculation Date on which a Protection Payment Amount is:

(a) a positive amount, the Protection Seller will pay such Protection Payment Amount to the Protection Buyer; and

(b) a negative amount, the Protection Buyer will pay the absolute value of such Protection Payment Amount to the Protection Seller (such absolute value a "Protection Payment Adjustment Amount").

Early Termination of Credit Protection Period

Each Credit Protection Deed is scheduled to terminate on the Scheduled Redemption Date but may be subject to early termination if an Event of Default or a Termination Event occurs.

Consequences of an Event of Default

If at any time an Event of Default with respect to a party (the "Defaulting Party") has occurred and is then continuing, the other party (the "Non-Defaulting Party") may, by not more than twenty (20) days' notice to the Defaulting Party, designate a day not earlier than the date such notice is effective as the Effective Protection Termination Date in respect of the Credit Protection Deed.

Consequences of a Termination Event

(a) If a Tax Event occurs and there is only one Affected Party, each party will use all reasonable efforts (which will not require either party to incur a loss, other than immaterial, incidental expenses) to reach agreement within thirty (30) days after such occurrence to avoid that Termination Event.

(b) Following the occurrence of:

(i) an Illegality in respect of which any applicable Waiting Period has expired, either party;

(ii) in respect of the Junior Credit Protection Deed, a Tax Event in respect of which no agreement has been reached as contemplated at paragraph (a) above within the period referred to therein, the Affected Party; or

(iii) a Note Tax Event or Note Illegality Event, the Protection Seller,

may, by not more than twenty (20) days' notice to the other party, designate a date not earlier than the date on which such notice becomes effective as the Effective Protection Termination Date in respect of the relevant Credit Protection Deed.

(c) Following the occurrence of a Tax Event in respect of which there are two Affected Parties, either Affected Party may, by no more than twenty (20) days' notice to the other party, designate a date not earlier than the date on which such notice becomes effective as the Effective Protection Termination Date in respect of the Credit Protection Deed.

(d) Following the occurrence of a Clean-up Call Event, the Protection Buyer may, in its sole discretion, designate a Payment Date as the Effective Protection Termination Date in respect of the Credit Protection Deed.

(e) Following the occurrence of a Regulatory Event, the Protection Buyer may, by not less than thirty (30) days' notice to the other party, designate a Payment Date as the Effective Protection Termination Date in respect of the Credit Protection Deed.

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Effect of Designation of the Effective Protection Termination Date

If notice designating an Effective Protection Termination Date is given, the Effective Protection Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.

Governing Law

Each Credit Protection Deed will be governed by, and shall be construed in accordance with, the laws of England and Wales. Each of the Issuer and the Protection Buyer submits to the jurisdiction of the English courts in connection with each Credit Protection Deed.

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ELIGIBILITY CRITERIA

Eligibility Criteria

On the Portfolio Cut-Off Date, each Reference Obligation must comply with the criteria set out below (the "Eligibility Criteria"). For the avoidance of doubt, the Eligibility Criteria in respect of a particular Reference Obligation only need to be satisfied on the Portfolio Cut-Off Date.

1. Origination and Servicing; No Borrower Default: The Reference Obligation:

(a) was originated in the United Kingdom in the ordinary course of business of the Junior Protection Buyer in accordance with its Credit and Collection Policy in the form of a standard form conditional sale agreement and is based on the applicable general terms and conditions of business of the Junior Protection Buyer;

(b) is denominated and payable in Sterling; and

(c) is not subject to a conditional sale agreement which has been terminated.

2. Obligors: The Reference Borrower under the Reference Obligation:

(a) is a private individual resident in the United Kingdom;

(b) has not been declared insolvent or bankrupt; and

(c) is neither an employee nor an officer of the Junior Protection Buyer.

3. Conditional Sale Agreements: The conditional sale agreement pursuant to which the Reference Obligation arises:

(a) is governed by English, Scots or Northern Irish law; and

(b) relates to the supply to the Reference Borrower of the relevant financed vehicle and the Junior Protection Buyer retains title to such financed vehicle and at the Portfolio Cut-Off Date the Junior Protection Buyer has no direct possession and a valid claim for the return of such financed vehicle (subject to the rights of the Reference Borrower).

4. Other Features of the Reference Obligations:

(a) The Reference Obligation is segregated and identifiable at any time for purposes of ownership in the electronic files of the Junior Protection Buyer and such electronic files and the related software are able to provide the information to be included in the offer with respect to such Reference Obligation pursuant to the relevant conditional sale agreement.

(b) At least one payment has been fully made in accordance with the conditional sale agreement to which the relevant Reference Obligation relates.

(c) The Reference Obligation does not have an overpayment balance on the Reference Date.

(d) On the Reference Date immediately preceding the Portfolio Cut-Off Date, the Reference Obligation is not more than one Instalment in arrears.

(e) The last scheduled payment date is not more than 60 months from the first payment date of such Reference Obligation.

(f) The Reference Obligation Notional Amount in respect of the Reference Obligation does not exceed 0.15% of the Reference Portfolio Notional Amount on the Portfolio Cut-Off Date.

(g) The Reference Obligation has a fixed rate of interest amortising through constant monthly instalments (except for the final instalment which may differ).

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THE CASH DEPOSIT BANK AGREEMENTS, CUSTODY AGREEMENT AND COLLATERAL MANAGEMENT AGREEMENT

The following description of the Cash Deposit Bank Agreements, the Custody Agreement and the Collateral Management Agreement consists of a summary of certain provisions of these agreements and is qualified by reference to the provisions thereof. The following summary does not purport to be complete and prospective investors must refer to the applicable Cash Deposit Bank Agreement, the Custody Agreement and the Collateral Management Agreement, as appropriate, for detailed information.

Cash Deposit Bank Agreements

Senior Cash Deposit Bank Agreement:

On or about the Closing Date the Issuer, the Trustee, the Senior Cash Deposit Bank and the Cash Administrator will enter into an English law governed cash deposit bank agreement (the "Senior Cash Deposit Bank Agreement"), pursuant to which, among other things, the Senior Cash Deposit Bank will agree to open and operate a Sterling denominated account (the "Senior Cash Deposit Account"), maintained with the Senior Cash Deposit Bank. On the Closing Date, the Issuer will deposit the proceeds of the issue of the Class A Notes, the Class B Notes and the Class E Notes in the Senior Cash Deposit Account.

Junior Cash Deposit Bank Agreement:

On or about the Closing Date the Issuer, the Trustee, the Junior Cash Deposit Bank and the Cash Administrator will enter into an English law governed cash deposit bank agreement (the "Junior Cash Deposit Bank Agreement"), pursuant to which, among other things, the Junior Cash Deposit Bank will agree to open and operate a Sterling denominated account (the "Junior Cash Deposit Account"), maintained with the Junior Cash Deposit Bank. On the Closing Date, the Issuer will deposit the proceeds of the issue of the Class C Notes, the Class D1 Notes and the Class D2 Notes in the Junior Cash Deposit Account.

Termination of the Cash Deposit Bank Agreements and replacement of the Cash Deposit Banks

Termination by the Junior Cash Deposit Bank or the Senior Cash Deposit Bank

Each of the Junior Cash Deposit Bank or the Senior Cash Deposit Bank (as applicable) may terminate the Junior Cash Deposit Bank Agreement or the Senior Cash Deposit Bank Agreement (as applicable) and cease to operate the Junior Cash Deposit Account or the Senior Cash Deposit Account (as applicable) at any time on giving not less than sixty (60) days' prior written notice thereof ending on any Note Business Day which does not fall on either a Note Payment Date or less than ten (10) Note Business Days before a Note Payment Date to each of the other Parties without assigning any reason therefor, provided that such termination shall not take effect until a replacement financial institution (with, in respect of the replacement junior cash deposit bank only, the Junior Cash Deposit Bank Required Rating) has (or replacement financial institutions have) entered into an agreement in form and substance similar to the Junior Cash Deposit Bank Agreement or the Senior Cash Deposit Bank Agreement (as applicable).

The Issuer agrees with each Cash Deposit Bank that if, by the day falling ten (10) days before the expiry of any notice, the Issuer has not appointed a successor cash deposit bank then applicable Cash Deposit Bank shall be entitled, on behalf of the Issuer, to appoint in its place as a successor cash deposit bank a reputable financial institution of good standing subject to the consent of the Issuer and Trustee (such consent not to be unreasonably withheld or delayed).

Termination by the Issuer

The Issuer shall (with the prior written consent of the Trustee and subject to the Trustee's right to accelerate payment) terminate the Junior Cash Deposit Bank Agreement or the Senior Cash Deposit Bank Agreement (as applicable) if an Insolvency Event occurs in relation to the Junior Cash Deposit Bank or the Senior Cash Deposit Bank (as applicable) and may (with the prior written consent of the Trustee) terminate the Junior Cash Deposit Bank Agreement or the Senior Cash Deposit Bank Agreement (as applicable) in the event the Junior Cash Deposit Bank or the Senior Cash Deposit Bank (as applicable) fails to perform any of its material obligations under, pursuant to and/or in connection with such Junior Cash Deposit Bank Agreement or Senior Cash Deposit Bank Agreement (as applicable) and such failure remains unremedied

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for twenty (20) Note Business Days (or such longer period as the Trustee may permit) after the Cash Administrator or the Trustee has given notice of such failure requiring the same to be remedied. The Issuer may, by giving thirty (30) days' prior written notice to the Junior Cash Deposit Bank or the Senior Cash Deposit Bank (as applicable and in each case with a copy to the Trustee), terminate the appointment of such Junior Cash Deposit Bank or Senior Cash Deposit Bank (as applicable), provided that such termination shall not be effective until a replacement financial institution (with, in the case of the Junior Cash Deposit Bank, the Junior Cash Deposit Bank Required Rating) has (or replacement financial institutions have) entered into an agreement in form and substance similar to the Junior Cash Deposit Bank Agreement or the Senior Cash Deposit Bank Agreement (as applicable).

The Issuer shall use reasonable endeavours to agree such terms with such a replacement financial institution or replacement financial institutions within thirty (30) days of the date of the notice. If by the end of this thirty (30) day period a successor has not been duly appointed, the Junior Cash Deposit Bank or the Senior Cash Deposit Bank (as applicable) may itself, with the prior written approval of the Trustee and the Issuer (such approval not to be unreasonably withheld or delayed) (provided such failure to appoint was not due to default by the Issuer), appoint as its successor any reputable and experienced bank or financial institution and give notice of such appointment to the Issuer and the Trustee whereupon the Issuer, such successor agent and the Trustee shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of the Junior Cash Deposit Bank Agreement or the Senior Cash Deposit Bank agreement (as applicable).

Termination by Trustee

Following the service of an Enforcement Notice on the Issuer, the Trustee may serve a notice of termination in respect of the Junior Cash Deposit Bank Agreement or the Senior Cash Deposit Bank Agreement (as applicable) at any time on the Junior Cash Deposit Bank or the Senior Cash Deposit Bank (as applicable and in each case with a copy to all the other Parties to the Junior Cash Deposit Bank Agreement or the Senior Cash Deposit Bank Agreement, as applicable) and none of the Junior Cash Deposit Bank or the Senior Cash Deposit Bank (as applicable) or the Trustee shall be responsible for any costs or expenses occasioned by such termination and cessation, which shall be paid by the Issuer in accordance with the Post Enforcement Priority of Payments.

Automatic Termination

The Junior Cash Deposit Bank Agreement and the Senior Cash Deposit Bank Agreement shall automatically terminate (if not terminated earlier) on the date falling ninety (90) days after the termination of the Trust Deed.

Custody Agreement

On or about the Closing Date the Issuer, the Custodian and the Trustee will enter into an English law governed global custodial services agreement (the "Custody Agreement"), pursuant to which, among other things, the Issuer will appoint the Custodian as custodian of cash and securities which may be held with the Custodian following the designation of a Securities Collateral Start Date in, as applicable, a cash custody account (the "Cash Custody Account") and/or a securities custody account (the "Securities Custody Account", together with the Cash Custody Account, the "Custody Accounts") in the Issuer's name.

Termination of the Custody Agreement and replacement of Custodian

Termination by Custodian

The Custodian may terminate the Custody Agreement at any time on giving not less than sixty (60) days' prior written notice to the Issuer, provided that such termination shall not take effect until a replacement financial institution with the Custodian Required Rating has (or replacement financial institutions have) entered into an agreement in form and substance similar to the Custody Agreement.

The Issuer agrees with the Custodian that if, by the day falling ten (10) days before the expiry of any notice, the Issuer has not appointed a successor Custodian then the Custodian shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Custodian a reputable financial institution of good standing subject to the consent of the Issuer and Trustee (such consent not to be unreasonably withheld or delayed).

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The Issuer (with the prior consent of the Trustee) may terminate the Custody Agreement at any time on giving not less than sixty (60) days' prior written notice to the Custodian, provided that such termination shall not take effect until a replacement financial institution with the Custodian Required Rating has (or replacement financial institutions have) entered into an agreement in form and substance similar to the Custody Agreement.

Termination by Trustee

Following the service of an Enforcement Notice on the Issuer, the Trustee may serve a notice of termination in respect of the Custody Agreement at any time on the Custodian (with a copy to the Issuer) and neither the Custodian nor the Trustee shall be responsible for any costs or expenses occasioned by such termination and cessation, which shall be paid by the Issuer in accordance with the Post Enforcement Priority of Payments.

Collateral Management Agreement

On or about the Closing Date, the Issuer, the Custodian, the Trustee, the Cash Administrator and the Collateral Manager will enter into an English law governed collateral management agreement (the "Collateral Management Agreement"), pursuant to which, among other things, the Collateral Manager will agree to manage the Posted Collateral in the Custody Accounts following the designation of a Securities Collateral Start Date, subject to and in accordance with the terms of the Collateral Management Agreement.

If the Custodian ceases to have the Custodian Required Rating or any such rating is withdrawn (any such event being a "Custodian Downgrade Event") or if an Insolvency Event occurs in respect of the Custodian, then the Collateral Manager shall procure that a replacement third party custodian that has the Custodian Required Rating enters into each of the Collateral Management Agreement and a replacement custody agreement, within thirty (30) Note Business Days of such Custodian Downgrade Event.

Termination of Collateral Management Agreement and replacement of Collateral Manager


The Issuer shall (without the prior written consent of the Trustee) immediately terminate the Collateral Management Agreement if an Insolvency Event occurs in relation to the Collateral Manager and may (with the prior written consent of the Trustee) terminate the Collateral Management Agreement in the event the Collateral Manager fails to perform any of its material obligations under, pursuant to and/or in connection with the Collateral Management Agreement and such failure remains unremedied for twenty (20) Note Business Days (or such longer period as the Trustee may permit) after the Cash Administrator or the Trustee has given notice of such failure requiring the same to be remedied. The Issuer may, by giving thirty (30) days' prior written notice to the Collateral Manager (with a copy to the Trustee), terminate the appointment of the Collateral Manager, provided that such termination shall not be effective until a replacement financial institution has (or replacement financial institutions have) entered into an agreement in form and substance similar to the Collateral Management Agreement.

The Issuer shall use reasonable endeavours to agree such terms with such a replacement financial institution or replacement financial institutions within thirty (30) days of the date of the notice. If by the end of this thirty (30) day period a successor has not been duly appointed, the Collateral Manager may itself, with the prior written approval of the Trustee and the Issuer (such approval not to be unreasonably withheld or delayed) (provided such failure to appoint was not due to default by the Issuer), appoint as its successor any reputable and experienced bank or financial institution and give notice of such appointment to the Issuer and the Trustee whereupon the Issuer, such successor agent and the Trustee shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of the Collateral Management Agreement.

Junior Cash Deposit Bank Downgrade Event

If the Junior Cash Deposit Bank or any Relevant Guarantor (if any) ceases to have the Junior Cash Deposit Bank Required Rating or any such rating is withdrawn (any such event being a "Junior Cash Deposit Bank Downgrade Event"), then the Junior Cash Deposit Bank shall at its own cost and expense, within thirty (30) Note Business Days of such Junior Cash Deposit Bank Downgrade Event either:

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(i) transfer all of its rights and obligations under the agreement to a replacement third party cash deposit bank that has the Junior Cash Deposit Bank Required Rating (the "Replacement Junior Cash Deposit Bank");

(ii) designate a date within such period as the "Securities Collateral Start Date" and, on such date, effect a withdrawal from the Junior Cash Deposit Account of an amount equal to or higher than the then outstanding Principal Balance of the Class C Notes, the Class D1 Notes and the Class D2 Notes and a corresponding credit to the Cash Custody Account; or

(iii) take such other action as may be agreed between the parties to the Junior Cash Deposit Bank Agreement, which may include the Junior Cash Deposit Bank entering into arrangements to collateralise its obligations under the Junior Cash Deposit Bank Agreement by posting securities collateral to a custody account in the name of the Junior Cash Deposit Bank and granting security over such custody account in favour of the Issuer on terms satisfactory to the Issuer and the Trustee.

The Junior Cash Deposit Bank shall notify each of the Issuer, the Trustee, the Custodian and the Collateral Manager in respect of the designation of a Securities Collateral Start Date. Such notification shall be delivered no later than five (5) Note Business Days prior to the Securities Collateral Start Date.

The Junior Cash Deposit Bank shall, in relation to any transfer elected pursuant to a Junior Cash Deposit Bank Downgrade Event, procure that the Replacement Junior Cash Deposit Bank enter into a replacement junior cash deposit bank agreement within thirty (30) Note Business Days of the Junior Cash Deposit Bank Downgrade Event.

(i) Each of the Junior Cash Deposit Bank, Cash Administrator, the Issuer and (subject to the provisions of the Trust Deed) the Trustee agree that they will:

(a) consent to such change of Junior Cash Deposit Bank; and

(b) execute the necessary amendment and or novation agreements in relation to the change of Junior Cash Deposit Bank, as applicable at the relevant time.

(ii) The Issuer agrees to notify the Replacement Junior Cash Deposit Bank of the Security created pursuant to the Deed of Charge in respect of the Junior Cash Deposit Account which will apply to the replacement cash deposit accounts.

If, at any time when the Collateral Manager is not the Junior Cash Deposit Bank and a Junior Cash Deposit Bank Downgrade Event occurs, the Collateral Manager shall procure that:

(i) a Replacement Junior Cash Deposit Bank enters into a replacement cash deposit bank agreement with the Issuer; and

(ii) the Issuer and (subject to the provisions of the Trust Deed) the Trustee facilitate the transfer by the Junior Cash Deposit Bank of all of its rights and obligations under the Junior Cash Deposit Bank Agreement to the Replacement Junior Cash Deposit Bank pursuant to clause 8.1.1 of the Junior Cash Deposit Bank Agreement.

Purchase of Collateral Securities following a Securities Collateral Start Date

On each of:

(i) the Securities Collateral Start Date;

(ii) each Note Payment Date falling after the Securities Collateral Start Date; and

(iii) any other Note Business Day falling after the Securities Collateral Start Date, falling not less than two (2) Note Business Days prior to a Note Payment Date on which the balance of the Cash Custody Account (the "Available Cash Balance") is greater than GBP 1,000,000,

the Collateral Manager shall, on behalf of the Issuer, apply as much of such Available Cash Balance as is reasonably practicable to purchase Eligible Securities having scheduled redemption proceeds upon maturity which are not less than the purchase price of such Eligible Securities or, if such Eligible Securities cannot

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at that time be purchased for less than their scheduled redemption amount, have the highest scheduled redemption proceeds which the Collateral Manager can, using reasonable efforts, obtain at such time (each such purchase, a "Purchase Transaction").

The Collateral Manager shall notify the Custodian of the details of each Purchase Transaction no later than two (2) Note Business Days ahead of the relevant settlement date for such Purchase Transaction, and provide Purchase Transaction Instructions and other notifications to the Custodian as may be necessary to enable the settlement of such Purchase Transaction on a "delivery versus payment" basis into the Securities Custody Account. The Custodian shall effect such settlement by debiting the purchase price from the Cash Custody Account and crediting the relevant Purchased Securities to the Securities Custody Account.

Governing Law

The Junior Cash Deposit Bank Agreement, the Senior Cash Deposit Bank Agreement, the Custody Agreement and the Collateral Management Agreement and all non-contractual obligations arising out of or in connection with such agreements are governed by, and shall be construed in accordance with, English law. The parties have submitted to the exclusive jurisdiction of the courts of England to settle any dispute arising out of or in connection with the Junior Cash Deposit Bank Agreement, the Senior Cash Deposit Bank Agreement, the Custody Agreement or the Collateral Management Agreement (including a dispute relating to the existence, validity or termination of such agreements or any non-contractual obligation arising out of or in connection with such agreements) or the consequences of their nullity. The Issuer has appointed CSC Capital Markets UK Limited to accept service of process on its behalf in connection with the Junior Cash Deposit Bank Agreement, the Senior Cash Deposit Bank Agreement, the Custody Agreement and the Collateral Management Agreement.

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SUMMARY OF OTHER TRANSACTION DOCUMENTS

The following description of the Trust Deed, the Deed of Charge, the Agency Agreement, the Cash Administration Agreement, the Account Bank Agreement and the Corporate Services Agreement consists of a summary of certain provisions of these agreements and is qualified by reference to the provisions thereof. The following summary does not purport to be complete and prospective investors must refer to the Trust Deed, the Deed of Charge, the Agency Agreement, the Cash Administration Agreement, the Account Bank Agreement and the Corporate Services Agreement as appropriate, for detailed information.

Trust Deed

Pursuant to the terms of an English law governed trust deed (the "Trust Deed") to be dated on or about the Closing Date between the Issuer and the Trustee, the Issuer and the Trustee will agree that the Notes are issued in accordance with and subject to the provisions in the Trust Deed. The Conditions and the forms of the Notes are set out in the Trust Deed. The Trustee will agree to hold the benefit of the Issuer's covenant to pay amounts due in respect of the Notes on trust for the Noteholders. The Trust Deed also contains provisions for meetings of Noteholders.

The provisions of the Trust Deed will provide, inter alia, that at any time after the Notes have become due and repayable in accordance with the Conditions, the Trustee may, at its discretion, or shall be bound to do so if it shall have been directed or requested to do so in writing by the holders of at least one-quarter of the aggregate Adjusted Principal Balance of the holders of the Instructing Class of Notes then outstanding or if it shall have been so directed by an Extraordinary Resolution of the holders of the Instructing Class of Notes then outstanding, provided that in each case the Trustee shall have been indemnified and/or secured and/or prefunded to its satisfaction:

(i) enforce the security created pursuant to the Security Documents;

(ii) take such proceedings and/or other actions or steps as it may think fit against or in relation to the Issuer or any other party to any Transaction Document to enforce its obligations under the Trust Deed or any other Transaction Document and/or take any other proceedings (including lodging an appeal in any proceedings) in respect of or concerning the Issuer or any such other party; and

(iii) exercise any of its rights under, or in connection with, these presents or any other Transaction Document.

Pursuant to the terms of the Trust Deed, the Trustee will be entitled to agree, subject to the Issuer having provided the Noteholders with prior notification but without requiring the consent of the Noteholders, the Couponholders, the Receiptholders, or any other Secured Creditors (other than the Protection Buyers) at any time and from time to time, with the Issuer and any other relevant party to any of the Transaction Documents to make any modification (other than in respect of a Basic Terms Modification) to the Conditions, the Trust Documents, the Notes or the other Transaction Documents to which it is a party or over which it has security, or may give its consent to any event, matter or thing, if (a) in its opinion, the interests of each separate Class of Noteholders then Outstanding would not be materially prejudiced thereby; (b) in its opinion, it is required to correct a manifest error or which, in the opinion of the Trustee, is of a formal, minor or technical nature; or (c) if in its opinion it is required to comply with any applicable law relating to the Issuer's automatic exchange of information obligations (including pursuant to FATCA and or CRS).The Trustee may not agree to any modification or waiver of any Transaction Document (including, for the avoidance of doubt, the making of any Basic Terms Modification) or any waiver of any of the Issuer's rights under the Notes, the Trust Deed, the Security Documents or any other Transaction Document without the prior written consent of the Protection Buyers. Further, the Trustee may not exercise any discretion which it may have in contravention of any express direction by an Extraordinary Resolution of the holders of the Instructing Class of Notes then outstanding or of a request or direction in writing made by the holders of not less than 25 per cent. of the aggregate Adjusted Principal Balance of the Instructing Class of Notes then outstanding. Any such direction of the Noteholders will not affect any previous discretion exercised by the Trustee or waive any breach or proposed breach relating to a Basic Terms Modification unless the holders of each Class of Notes have authorised or waived such breach/proposed breach pursuant to an Extraordinary Resolution of the holders of such other Class of Notes then outstanding.

Without prejudice to the right of indemnity given by law to trustees, the Issuer will indemnify the Trustee and its officer, employees and directors and every Appointee and keep it or him indemnified against all

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Liabilities and expenses (including any value added tax payable) to which it or he may become subject or which may be incurred by it or him in the negotiation and preparation of the Trust Deed and the other Transaction Documents and the execution or purported execution or exercise of any of its or his trusts, duties, rights, powers, authorities and discretions under the Trust Deed or any other Transaction Document or its or his functions under any such appointment or in respect of any other matter or thing done or omitted in any way relating to the Trust Deed or any other Transaction Document or any such appointment (including, without limitation, liabilities incurred in disputing or defending any of the foregoing), save that this indemnity shall not extend to any loss, cost, damage, charge, expense or liability arising from any gross negligence, fraud or wilful default by the Trustee or any Appointee.

Subject to sections 750 and 751 of the Companies Act 2006 (if applicable) and notwithstanding anything to the contrary in the Transaction Documents, the Trustee shall not be liable to any person for any matter or thing done or omitted in any way in connection with or in relation to the Transaction Documents save in relation to its own gross negligence, wilful default or fraud having regard to the provisions of the Trust Deed and the other Transaction Documents conferring on it any trusts, powers, authorisations or discretions.

Deed of Charge

Pursuant to the terms of an English law governed deed of charge (the "Deed of Charge") to be dated on or about the Closing Date between the Issuer and the Trustee, the Issuer will grant in favour of the Trustee on behalf of itself and the Secured Creditors:

(i) a first fixed charge over the Benefit of the Charged Accounts and any bank or other accounts in which the Issuer may at any time have or acquire any Benefit (other than the Issuer Profit Account and any amounts standing to the credit thereof from time to time);

(ii) a first fixed charge over the Benefit of the Collateral Securities;

(iii) an assignment (or, to the extent not assignable, a charge by way of first fixed charge) of the Benefit under each Transaction Document (other than the Corporate Services Agreement, the Trust Deed and the Security Documents); and

(iv) a first floating charge over the whole of the Issuer's undertaking and all its property, assets (excluding the Issuer Profit Account and any amounts standing to the credit thereof from time to time and the Issuer's rights under the Corporate Services Agreement, the Trust Deed and the Security Documents) and rights whatsoever and wheresoever (other than its ordinary share capital) present and future.

Agency Agreement

On or about the Closing Date the Issuer, the Trustee, the Principal Paying Agent, the Agent Bank and the Note Calculation Agent will enter into an English law governed agency agreement (the "Agency Agreement"), pursuant to which provision will be made for, inter alia, the payment of principal and interest in respect of the Notes and to provide for certain parties to perform functions in respect of calculations and determinations to be made pursuant to the Conditions.

Cash Administration Agreement

Under an agreement to be dated on or about the Closing Date (the "Cash Administration Agreement") between the Issuer, the Cash Administrator, the Trustee, the Junior Cash Deposit Bank, the Senior Cash Deposit Bank, the Note Calculation Agent, the Protection Buyers, the Principal Paying Agent, the Agent Bank and the Account Bank, the Issuer will appoint Santander Consumer (UK) plc as the Cash Administrator, to provide certain cash administration services on behalf of the Issuer.

In performing the cash administration services, the Cash Administrator agrees that it will comply with any directions given by or on behalf of the Issuer or the Trustee in accordance with the Cash Administration Agreement. If there is a conflict between directions from the Issuer and the Trustee, the directions from the Trustee will prevail. The Cash Administrator may, in accordance with the terms of the Cash Administration Agreement, delegate its duties under the Cash Administration Agreement to third parties, but any such delegation shall not relieve the Cash Administrator of its liabilities and responsibility with respect to such duties, and shall not constitute a resignation of the Cash Administrator. The Cash Administrator shall give

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prior notification to the Issuer, the Trustee and the Protection Buyers if any such delegation is to a party other than an Affiliate of the Cash Administrator.

The governing law of the Cash Administration Agreement is English law.

Account Bank Agreement

On or about the Closing Date the Issuer, the Trustee, the Account Bank and the Cash Administrator will enter into an English law governed Account Bank Agreement (the "Account Bank Agreement"), pursuant to which, among other things, the Account Bank will agree to open and operate a Sterling denominated Issuer Account, maintained with the Account Bank and the Cash Administrator will agree to perform certain administrative functions in respect of the Issuer Account.

If the Account Bank ceases to have the Account Bank Required Rating or any such rating is withdrawn (any such event being a "Account Bank Downgrade Event"), the Account Bank shall, as soon as reasonably practicable, notify the Issuer of such Account Bank Downgrade Event (and for this purpose, the Account Bank may satisfy this requirement by way of a general public announcement), and the Issuer shall, within sixty (60) Note Business Days of such Account Bank Downgrade Event replace the Account Bank with a third party account bank that has the Account Bank Required Rating.

Corporate Services Agreement

On or about the Closing Date the Issuer and the Corporate Services Provider entered into a Corporate Services Agreement (the "Corporate Services Agreement") pursuant to which the Corporate Services Provider will provide certain administrative, company secretarial and accounting services to the Issuer.

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USE OF PROCEEDS

The total net proceeds of the issue of the Notes will be GBP 750,000,000 (the "Proceeds").

No expenses related to the listing of, and permission to deal in, the Notes on Euronext Dublin will be deducted from the proceeds of the issue of the Notes. All such expenses will be funded by the Issuer exclusively from the Protection Fee Amount paid by the Protection Buyers on the Closing Date.

The Issuer will apply the Proceeds on the Closing Date to fund:

(i) the deposit to be held by the Senior Cash Deposit Account Bank in respect of the Class A Notes, the Class B Notes and the Class E Notes, in accordance with the Senior Cash Deposit Bank Agreement, and

(ii) the deposit held by the Junior Cash Deposit Account Bank in respect of the Class C Notes, the Class D1 Notes and the Class D2 Notes in accordance with the Junior Cash Deposit Bank Agreement.

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SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM

Each Class of Notes will initially be represented by a Temporary Global Note in bearer form, without Coupons or Receipts which will be deposited on or around the Closing Date on behalf of the subscribers of the relevant Class of Notes with a common depositary for Euroclear and Clearstream, Luxembourg.

Upon deposit of each Temporary Global Note, Clearstream, Luxembourg or Euroclear (as the case may be) will credit each subscriber of the relevant Class of Notes with the principal amount of Notes equal to the aggregate principal amount thereof for which it had subscribed and paid.

Interests in each Temporary Global Note are exchangeable forty (40) days after the Closing Date (in each case, the "Exchange Date"), provided certification of non-U.S. beneficial ownership by the relevant Noteholders has been received, for interests in a Permanent Global Note in bearer form (each of which will also be deposited with the Common Depositary) representing the Notes, without Coupons or Receipts. On the exchange of each Temporary Global Note for a Permanent Global Note, each Permanent Global Note will remain deposited with the Common Depositary. Title to the Global Notes will pass by delivery. A Permanent Global Note shall be exchangeable, in whole but not in part only, for Notes in definitive bearer form ("Definitive Notes") in substantially the form set out in the Trust Deed if any of the following events (each, an "Exchange Event") occurs:

(i) Clearstream, Luxembourg and Euroclear are closed for business for a continuous period of fourteen (14) days (other than by reason of holiday, statutory or otherwise) or announce an intention permanently to cease business or do in fact do so, and it was not possible to deposit the relevant Permanent Global Note with the Common Depositary for Clearstream, Luxembourg and Euroclear and no other clearing system acceptable to the Trustee is then in existence; or

(ii) by reason of a change in law (or in the application or official interpretation thereof) or any change in the practice of Clearstream, Luxembourg and/or Euroclear, which change becomes effective on or after the Closing Date, the Issuer or the Principal Paying Agent is or will be required to make any withholding or deduction from any payment in respect of the Notes for or on account of any present or future taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by or on behalf of the government of Ireland or any political sub-division thereof or authority thereof or therein having the power to tax (other than by reason of the relevant holder having some connection with Ireland, other than the holding of the Notes or the related Coupons), or the Issuer suffers or will suffer any other disadvantage as a result of such change, which withholding or deduction would not be required or other disadvantage would not be suffered (as the case may be) if the Notes were in bearer definitive form.

Whenever a Permanent Global Note is to be exchanged for Definitive Notes, the Issuer shall procure the prompt delivery of such Definitive Notes, duly authenticated and with principal and interest coupons ("Coupons") attached, in an aggregate principal amount equal to the principal amount of the Permanent Global Note then outstanding to the bearer of the Permanent Global Note against the surrender of the Permanent Global Note at the Specified Office (as defined in the Conditions) of the Principal Paying Agent within thirty (30) days of the occurrence of the relevant Exchange Event.

In addition, each Temporary Global Note and Permanent Global Note will contain provisions which modify the Terms and Conditions of the Notes as they apply to such Temporary Global Note and Permanent Global Note. The following is a summary of certain of those provisions:

Payments: All payments in respect of each Temporary Global Note and each Permanent Global Note shall be made against presentation and (in the case of payment of principal in full with all interest accrued thereon) surrender of the relevant Global Note at the specified office of the Principal Paying Agent and shall be effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes. On each occasion on which a payment of interest is made in respect of a Global Note, the Issuer shall procure that the same is noted in Schedule I of such Global Note.

Notices: Notwithstanding Condition 17 (Notices to Noteholders), while all the Notes are represented by a Global Note and such Global Note is deposited with a common depositary for Euroclear and Clearstream, Luxembourg, notices to Noteholders may be given by delivery of the relevant notice to Euroclear and Clearstream, Luxembourg and, in any case, such notices shall be deemed to have been given to the Noteholders in accordance with Condition 17 (Notices to Noteholders) on the date of delivery to Euroclear

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and Clearstream, Luxembourg; provided, however, that, so long as the Notes are listed on Euronext Dublin and its rules so require, notices will also be sent to Euronext Dublin.

Meetings: The holder of a Global Note will be deemed to be two persons for the purpose of forming a quorum at a meeting of Noteholders.

Purchase and Cancellation: For so long as any Notes are represented by a Global Note, such Notes will be transferable in accordance with the rules and procedures for the time being of Clearstream, Luxembourg or Euroclear, as appropriate.

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TERMS AND CONDITIONS OF THE NOTES

The following are the Conditions of the Notes in the form (subject to completion and amendment) in which they will be set out in the Trust Deed. The Conditions set out below will apply to the Notes whether they are in definitive form or in global form.

The GBP 660,000,000 Class A Portfolio Credit Linked Notes (such of them as are Outstanding, the "Class A Notes"), the GBP 22,500,000 Class B Portfolio Credit Linked Notes (such of them as are Outstanding, the "Class B Notes"), the GBP 18,750,000 Class C Portfolio Credit Linked Notes (such of them as are Outstanding, the "Class C Notes"), the GBP 30,000,000 Class D1 Portfolio Credit Linked Notes (such of them as are Outstanding, the "Class D1 Notes"), the GBP 11,250,000 Class D2 Portfolio Credit Linked Notes (such of them as are Outstanding, the "Class D2 Notes") and the GBP 7,500,000 Class E Portfolio Credit Linked Notes (such of them as are Outstanding, the "Class E Notes" and, together with the Class A Notes, the Class B Notes, the Class C Notes, the Class D1 Notes and the Class D2 Notes, the "Notes" and each a "Class") in each case of Motor Securities 2018-1 Designated Activity Company (the "Issuer") are issued pursuant to a trust deed (the "Trust Deed", which expression includes such trust deed as from time to time modified or supplemented in accordance with the provisions therein contained and any deed or other document expressed to be supplemental thereto, as from time to time so modified) to be dated on or about 12 December 2019 (or such later date as may be agreed between the Issuer and Banco Santander, S.A. (the "Lead Manager)) (the "Closing Date") and made between the Issuer and Citicorp Trustee Company Limited (the "Trustee", which expression includes its successors or any additional or other trustee appointed pursuant to the Trust Deed) as trustee for the Noteholders, the Couponholders and the Receiptholders.

Any reference to "Notes" in these terms and conditions (the "Conditions") shall include, in relation to the Notes, the Global Notes and the Definitive Notes. In addition, any reference in these Conditions to a Class or a Class of Notes or a Class of Noteholders shall be a reference to the Class A Notes, the Class B Notes, the Class C Notes, the Class D1 Notes, the Class D2 Notes or the Class E Notes or, as the case may be, the respective holders thereof.

The Security (as defined below) is created pursuant to, and on the terms set out in, the Security Documents (as defined below).

Pursuant to an agency agreement (the "Agency Agreement", which expression includes such agency agreement as from time to time modified or supplemented in accordance with the provisions therein contained and any deed or other document expressed to be supplemental thereto, as from time to time so modified) to be dated on or about the Closing Date and made between the Issuer, the Trustee, Citibank, N.A., London Branch as principal paying agent (the "Principal Paying Agent", which expression includes its successors), Santander Consumer (UK) plc as note calculation agent (the "Note Calculation Agent") and Citibank, N.A., London Branch as agent bank (the "Agent Bank", which expression includes its successors and, together with the Principal Paying Agent and the Note Calculation Agent, the "Agents") and Santander UK plc as senior protection buyer (the "Senior Protection Buyer") and Santander Consumer (UK) plc as junior protection buyer (the "Junior Protection Buyer"), provision is made for, inter alia, the payment of principal and interest in respect of each Class of Notes.

The statements in these Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed, the Security Documents and the Agency Agreement.

Copies of the Trust Deed, any Security Documents, the Account Bank Agreement, the Agency Agreement, the Custody Agreement, the Cash Administration Agreement, the Credit Protection Deeds, the Cash Deposit Bank Agreements, the Collateral Management Agreement and the Corporate Services Agreement are obtainable during normal business hours at the Specified Office for the time being of the Principal Paying Agent, being at the date hereof at Citigroup Centre, 25 Canada Square, Canary Wharf, London E14 5LB, United Kingdom. The Noteholders, the Couponholders and the Receiptholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed, any Security Documents, the Agency Agreement and the other Transaction Documents.

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The issue of the Notes was authorised by resolution of the directors of the Issuer passed on or about 28 November 2019.

1. Definitions

In these Conditions, the following defined terms have the meanings set out below:

"Account Bank" means Citibank, N.A., London Branch or such other entity or entities appointed from time to time as Account Bank subject to and in accordance with the terms of the Account Bank Agreement;

"Account Bank Agreement" means the account bank agreement dated on or about the Closing Date and made between, among others, the Issuer and the Account Bank, and includes such account bank agreement as from time to time modified, supplemented or replaced in accordance with the provisions therein contained and any deed or other document expressed to be supplemental thereto, as from time to time so modified;

"Adjusted Principal Balance" of any Class of Notes means, on any date, the greater of:

(a) an amount equal to:

(i) the Principal Balance of that Class of Notes on such date;

minus

(ii) the aggregate amount of Protection Payment Amounts (if any) that have been applied to reduce the Adjusted Principal Balance of that Class of Notes pursuant to Condition 7(g) (Reduction and Reinstatement of the Adjusted Principal Balance of the Notes);

plus

(iii) the aggregate amount of Protection Payment Adjustment Amounts (if any) that have been applied to reinstate the Adjusted Principal Balance of that Class of Notes pursuant to Condition 7(g) (Reduction and Reinstatement of the Adjusted Principal Balance of the Notes);

minus

(iv) on any date on which the Issuer is obliged to redeem the Notes pursuant to Conditions 7 (Redemption, Reduction, Reinstatement and Cancellation) or 11(d) (Consequences of Notes becoming Due and Payable and Delivery of Note Enforcement Notice), the Negative Interest Shortfall Amount for that Class of Notes (if any) on such date; or

(b) zero;

"Affiliate" means, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person (and, for this purpose, "control" means ownership of a majority of the voting power of the entity or person);

"Amortisation Amount" has the meaning given to it in the Credit Protection Deeds;

"Applicable Priority of Payments" means the Pre Enforcement Priority of Payments, or following the delivery of an Enforcement Notice, the Post Enforcement Priority of Payments;

"Available Funds" means any amounts standing to the credit of any Issuer Account or Cash Deposit Account, and any amounts received by the Issuer pursuant to the Transaction Documents, other than amounts in respect of the Issuer Profit Amount;

"Basic Terms Modification" has the meaning ascribed thereto in the Trust Deed;

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"Benefit" has the meaning ascribed to such term in the Deed of Charge;

"Calculation Agent" means Santander Consumer (UK) plc or such other entity or entities appointed from time to time as calculation agent subject to and in accordance with the terms of the Credit Protection Deeds;

"Calculation Date" has the meaning ascribed to such term in the Credit Protection Deeds;

"Cash Administrator" means Santander Consumer (UK) plc, or such other entity or entities appointed from time to time as cash administrator subject to and in accordance with the terms of the Cash Administration Agreement;

"Cash Administration Agreement" means the cash administration agreement dated on or about the Closing Date and made between the Issuer, the Protection Buyers, the Principal Paying Agent, the Trustee, the Account Bank, the Cash Administrator and the Note Calculation Agent, the Senior Cash Deposit Bank, the Junior Cash Deposit Bank and the Corporate Services Provider and includes such cash administration agreement as from time to time modified, supplemented or replaced in accordance with the provisions therein contained and any deed or other document expressed to be supplemental thereto, as from time to time so modified;

"Cash Custody Account" means the account identified as such in Part C of Schedule 1 to the Cash Administration Agreement;

"Cash Deposit Accounts" means each of the Senior Cash Deposit Account and the Junior Cash Deposit Account;

"Cash Deposit Banks" means each of the Senior Cash Deposit Bank and the Junior Cash Deposit Bank;

"Cash Deposit Bank Agreements" means each of the Senior Cash Deposit Bank Agreement and the Junior Cash Deposit Bank Agreement;

"Cash Deposits" means all rights and interests in the GBP cash deposits held with the Cash Deposit Banks which are subject to the terms of the Cash Deposit Bank Agreements;

"Charged Accounts" has the meaning ascribed to such term in the Deed of Charge;

"Charged Assets" has the meaning ascribed to such term in Condition 4 (Security);

"Class A Amortisation Amount" means, in respect of each Calculation Date, the Tranche A Periodic Amortisation Amount;

"Class B Amortisation Amount" means, in respect of each Calculation Date, the Tranche B Periodic Amortisation Amount determined in respect of that Calculation Date;

"Class C Amortisation Amount" means, in respect of each Calculation Date, the Tranche C Periodic Amortisation Amount determined in respect of that Calculation Date;

"Class D1 Amortisation Amount" means, in respect of each Calculation Date, the Tranche D1 Periodic Amortisation Amount determined in respect of that Calculation Date;

"Class D2 Amortisation Amount" means, in respect of each Calculation Date, the Tranche D2 Periodic Amortisation Amount determined in respect of that Calculation Date;

"Class E Amortisation Amount" means, in respect of each Calculation Date, the Tranche E Periodic Amortisation Amount determined in respect of that Calculation Date;

"Clearstream, Luxembourg" means Clearstream Banking, société anonyme, acting through its office at 42 Avenue JF Kennedy, L-1855 Luxembourg, Luxembourg;

"Code" has the meaning given to such term in the definition of "FATCA";

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"Collateral Income" means any interest credited to the Cash Deposits and any income received in respect of any Collateral Securities;

"Collateral Income Rate" means, in respect of each Note Interest Period:

(a) in respect of each Class of Junior Notes:

(i) if and for so long as Santander UK plc is the Junior Cash Deposit Bank, the greater of zero and the Compounded Daily SONIA determined by the Note Calculation Agent on the Interest Determination Date for that Note Interest Period; and

"Compounded Daily SONIA" means the rate of return of a daily compound interest investment (with the daily Sterling overnight reference rate as reference rate for the calculation of interest) and will be calculated in accordance with the following formula (rounded, if necessary, to the fifth decimal place, with 0.000005 being rounded upwards):

where:

(1) "d" is the number of calendar days in the relevant Note Interest Period;

(2) "do" is the number of London Banking Days in the relevant Note Interest Period;

(3) "i" is a series of whole numbers from one to do, each representing the relevant London Banking Day in chronological order from, and including, the first London Banking Day in the relevant Note Interest Period;

(4) "London Banking Day" or "LBD" means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London;

(5) "ni", for any day "i", means the number of calendar days from and including such day "i" up to but excluding the following London Banking Day;

(6) "Observation Period" means the period from and including the date falling five London Banking Days prior to the first day of the relevant Note Interest Period and ending on, but excluding, the date falling five London Banking Days prior to the Note Payment Date immediately following such Note Interest Period;

(7) the "SONIA reference rate", in respect of any London Banking Day, is a reference rate equal to the daily Sterling Overnight Index Average ("SONIA") rate for such London Banking Day as provided by the administrator of SONIA to authorised distributors and as then published on the Relevant Screen Page or, if the Relevant Screen Page is unavailable, as otherwise published by such authorised distributors (on the London Banking Day immediately following such London Banking Day);

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(8) "Relevant Screen Page" means the Bloomberg Screen SONIA Page (or any replacement thereto); and

(9) "SONIAi-5LBD" means, in respect of any London Banking Day falling in the relevant Observation Period, the SONIA reference rate for the London Banking Day falling five London Banking Days prior to the relevant London Banking Day "i".

(A) If, in respect of any London Banking Day in the relevant Observation Period, the Note Calculation Agent determines that the SONIA reference rate is not available on the Relevant Screen Page or has not otherwise been published by the relevant authorised distributors, such SONIA reference rate shall be: (i) the Bank of England's Bank Rate (the "Bank Rate") prevailing at close of business on the relevant London Banking Day; plus (ii) the mean of the spread of the SONIA reference rate to the Bank Rate over the previous five days on which a SONIA reference rate has been published, excluding the highest spread (or, if there is more than one highest spread, one only of those highest spreads) and lowest spread (or, if there is more than one lowest spread, one only of those lowest spreads) to the Bank Rate.

(B) Notwithstanding paragraph (ii) above, in the event the Bank of England publishes guidance as to (i) how the SONIA reference rate is to be determined or (ii) any rate that is to replace the SONIA reference rate, the Note Calculation Agent shall, to the extent that it is reasonably practicable, follow such guidance in order to determine SONIAi for the purpose of the Notes for so long as the SONIA reference rate is not available or has not been published by the authorised distributors.

(C) In the event that the Collateral Income Rate cannot be determined in accordance with the foregoing provisions by the Note Calculation Agent, the Collateral Income Rate shall be (i) that determined as at the last preceding Interest Determination Date or (ii) if there is no such preceding Interest Determination Date, the initial Collateral Income Rate which would have been applicable to the Notes for the first Note Interest Period had the Notes been in issue for a period equal in duration to the scheduled first Note Interest Period; and

(ii) if and for so long as Santander UK plc is not the Junior Cash Deposit Bank, a percentage rate equal to the product of:

(A) the Collateral Income received by the Issuer during the relevant Note Interest Period in respect of the Junior Cash Deposit Account divided by the aggregate Adjusted Principal Balance of the Junior Notes; and

(B) 365 divided by the actual number of days in such Note Interest Period; and

(b) in respect of each Class of Senior Notes, a percentage rate equal to the product of:

(i) the Collateral Income received by the Issuer during the relevant Note Interest Period in respect of the Senior Cash Deposit Account divided by the aggregate Adjusted Principal Balance of the Senior Notes; and

(ii) 365 divided by the actual number of days in such Note Interest Period;

"Collateral Management Agreement" means the collateral management agreement between the Issuer, the Custodian, the Trustee and the Collateral Manager dated on or about the Closing Date;

"Collateral Manager" means Santander UK plc;

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"Collateral Securities" has the meaning ascribed to such term in the Collateral Management Agreement;

"Common Depositary" has the meaning ascribed to such term in Condition 2(a) (Form, Denomination and Title);

"Conditions to Settlement" has the meaning given to it in the Credit Protection Deeds;

"Corporate Services Agreement" means the corporate services agreement dated on or about the Closing Date between the Issuer and the Corporate Services Provider, and includes such corporate services agreement as from time to time modified, supplemented or replaced in accordance with the provisions therein contained and any deed or other document expressed to be supplemental thereto, as from time to time so modified;

"Corporate Services Provider" means CSC Capital Markets (Ireland) Limited, or such persons or entity appointed from time to time as corporate services provider subject to and in accordance with (or on terms substantially equivalent to) the Corporate Services Agreement;

"Couponholders" means the persons who for the time being are holders of the Coupons;

"Coupons" has the meaning given to it in Condition 2(c) (Form, Denomination and Title);

"Credit Event" has the meaning given to it in the Credit Protection Deeds;

"Credit Event Notice" has the meaning given to it in the Credit Protection Deeds;

"Credit Protection Deed" means each of the Junior Credit Protection Deed and the Senior Credit Protection Deed;

"Credit Protection Verification Report" has the meaning given to it in the Credit Protection Deeds;

"Credit Event Verification Certificate" has the meaning given to it in the Credit Protection Deeds;

"CRS" means the Common Reporting Standard more fully described as the Standard for Automatic Exchange of Financial Account Information approved on 15 July 2014 by the Council of the Organisation for Economic Cooperation and Development and any treaty, law or regulation of any other jurisdiction which facilitates the implementation of the Standard including Council Directive 2014/107/EU on the Administrative Cooperation in the Field of Taxation (DAC II);

"Custodian" means Citibank, N.A., London Branch or such other entity or entities appointed from time to time as custodian subject to and in accordance with the terms of the Custody Agreement;

"Custody Accounts" means the Cash Custody Account and the Securities Custody Account;

"Custody Agreement" means the custody agreement between the Issuer, the Trustee, the Collateral Manager, the Protection Buyers and the Custodian dated on or about the Closing Date;

"Custody Income Proceeds" has the meaning given to it in the Collateral Management Agreement;

"Deed of Charge" means the deed of charge between the Issuer and the Trustee dated on or about the Closing Date;

"Defaulted Notional Amount" has the meaning given to it in the Credit Protection Deeds;

"Defaulted Reference Obligation" has the meaning given to it in the Credit Protection Deeds;

"Definitive Notes" means the Notes issued in definitive bearer form;

"Early Redemption Date" means any date prior to the Scheduled Redemption Date upon which the Notes are redeemable in whole;

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"Effective Protection Termination Date" has the meaning given to it in the Credit Protection Deeds;

"Enforcement Date" means the date that an Enforcement Notice is delivered;

"Enforcement Notice" means a Note Enforcement Notice or a Protection Buyer Enforcement Notice, as applicable;

"EU Insolvency Regulation" means Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast);

"Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear System, acting through its office at 1 Boulevard du Roi Albert 11, B-1210 Brussels, Belgium;

"Euronext Dublin" means The Irish Stock Exchange plc trading as Euronext Dublin;

"Exchange Date" has the meaning given to it in Condition 2(a) (Form, Denomination and Title);

"Extension Period" means the period (if any) from (and including) the Effective Protection Termination Date to (and including) the Termination Date;

"Extension Period Redemption Amount" has the meaning given to it in Condition 7(f)(v) (Redemption of the Notes during the Extension Period);

"Extraordinary Resolution" has the meaning given to it in the Trust Deed;

"FATCA" means:

(a) Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986 (the "Code") or any associated regulations;

(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the U.S. and any other jurisdiction, which (in either case) facilitates the implementation of any treaty, law or regulation referred to in paragraph (a) above; or

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the U.S. Internal Revenue Service, the U.S. government or any governmental or taxation authority in any other jurisdiction.

"FATCA Withholding" means any withholding or deduction required by the rules of U.S. Internal Revenue Code Sections 1471 through 1474 (or any amended or successor provisions), pursuant to any inter-governmental agreement, or implementing legislation adopted by another jurisdiction in connection with these provisions, or pursuant to any agreement with the US Internal Revenue Service;

"Final Loss Amount" has the meaning given to it in the Credit Protection Deeds;

"Final Redemption Date" means the Note Payment Date that falls two (2) years after the Scheduled Redemption Date, currently expected to be 25 October 2026;

"Financial Statements" means the audited financial statements of the Issuer in respect of each financial year during the tenor of the Notes commencing with the financial year ending 31 December 2019;

"Global Notes" means each Temporary Global Note and each Permanent Global Note;

"Initial Loss Amount" has the meaning given to it in the Credit Protection Deeds;

"Initial Principal Balance" means:

(a) in respect of the Class A Notes, GBP 660,000,000;

(b) in respect of the Class B Notes, GBP 22,500,000;

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(c) in respect of the Class C Notes, GBP 18,750,000;

(d) in respect of the Class D1 Notes, GBP 30,000,000;

(e) in respect of the Class D2 Notes, GBP 11,250,000; and

(f) in respect of the Class E Notes, GBP 7,500,000;

"Insolvency Proceedings" has the meaning given to that term in Condition 11(a)(iii) (Note Events of Default);

"Instructing Class of Notes" means the Most Junior Class of Notes then Outstanding, provided that, for this purpose, a Class of Notes will not be considered to be Outstanding if its Adjusted Principal Balance is equal to zero and could not become greater than zero even if the Final Loss Amount in respect of all Unsettled Reference Obligations at that time was zero;

"Interest Amount" has the meaning given to it in Condition (6(c)) (Interest - Calculation of Interest Amount);

"Interest Determination Date" means, in relation to a Note Interest Period, the date falling five (5) London Banking Days before the end of the relevant Note Interest Period;

"Investor Report" means the duly completed investor report to be prepared by the Cash Administrator setting out details of, amongst other things, payments of interest and payments of principal on the Notes;

"Irish IGA" means the Agreement to Improve International Tax Compliance and to Implement FATCA signed on 21 December 2012 by the Governments of the United States and Ireland;

"Issuer Account" means the account of the Issuer opened by the Issuer pursuant to the Account Bank Agreement;

"Issuer Covenants" means the covenants of the Issuer set out in the Trust Deed;

"Issuer Profit Account" means the account in the name of the Issuer with Citibank, N.A., London Branch into which the Issuer Profit Amount will be deposited;

"Issuer Profit Amount" means the amount of GBP 1,000 per annum, credited in equal portions on each Note Payment Date to the Issuer Profit Account to be retained as profit in respect of the business of the Issuer;

"Junior Cash Deposit" means all rights and interests in the cash deposit held with the Junior Cash Deposit Bank which is subject to the terms of the Junior Cash Deposit Agreement;

"Junior Cash Deposit Account" means the account held in the name of the Issuer and maintained by the Junior Cash Deposit Bank pursuant to the terms of the Junior Cash Deposit Bank Agreement and into which the Junior Cash Deposit(and any income proceeds in respect thereof) shall be deposited, or such other account as may be opened, with the consent of the Trustee, at any branch of the Junior Cash Deposit Bank or at another bank in replacement of such account as may be required pursuant to the terms of the Junior Cash Deposit Bank Agreement;

"Junior Cash Deposit Bank" means Santander UK plc, or such other entity or entities appointed from time to time as cash deposit bank subject to and in accordance with the terms of the Junior Cash Deposit Bank Agreement;

"Junior Cash Deposit Bank Agreement" means the Junior Cash Deposit Bank Agreement dated on or about the Closing Date and made between, among others, the Issuer and the Junior Cash Deposit Bank, and includes such junior cash deposit bank agreement as from time to time modified, supplemented or replaced in accordance with the provisions therein contained and any deed or other document expressed to be supplemental thereto, as from time to time so modified;

"Junior Credit Protection Deed" means the junior credit protection deed dated on or about the Closing Date between the Junior Protection Buyer and Issuer;

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"Junior Notes" means the Class C Notes, the Class D1 Notes and the Class D2 Notes;

"Junior Protection Buyer" means Santander Consumer (UK) plc;

"Lead Manager" means Banco Santander, S.A.;

"Legal Reservations" means any matter specified to be a qualification or reservation in any legal opinion given in respect of the Notes and the transactions contemplated by the Transaction Documents;

"Liabilities" means, in respect of any person, any losses, damages, costs, charges, awards, claims, demands, expenses, judgments, decrees, actions, proceedings or other liabilities whatsoever (including legal fees and any Taxes and penalties and any part of such items as represents VAT) incurred by that person;

"London Banking Date" has the meaning given to it in the definition of Collateral Income Rate;

"Loss Determination Date" has the meaning given to it in the Credit Protection Deeds;

"Make-Up Protection Fee Amount" has the meaning given to it in the Credit Protection Deeds;

"More Senior Class of Notes" means, as between two or more such Classes of Notes then Outstanding, the Class which ranks most senior among such Classes in the Order of Seniority and, in relation to any Class, each Class which ranks more senior than such Class in the Order of Seniority;

"Most Junior Class of Notes" means the Class E Notes for so long as there are any Class E Notes Outstanding, thereafter the Class D2 Notes for so long as there are any Class D2 Notes Outstanding, thereafter the Class D1 Notes for so long as there are any Class D1 Notes Outstanding, thereafter the Class C Notes for so long as there are any Class C Notes Outstanding, thereafter the Class B Notes for so long as there are any Class B Notes Outstanding and thereafter the Class A Notes for so long as there are any Class A Notes Outstanding;

"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 D1 Notes for so long as there are any Class D1 Notes Outstanding, thereafter the Class D2 Notes for so long as there are any Class D2 Notes Outstanding and thereafter the Class E Notes for so long as there are any Class E Notes Outstanding;

"Negative Interest Shortfall Amount" has the meaning given to it in Condition 6(c) Calculation of Interest Amount);

"Note Business Day" means any day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London and Dublin, other than a Saturday or Sunday;

"Note Calculation Agent" means Santander Consumer (UK) plc or such other entity or entities appointed from time to time as note calculation agent subject to and in accordance with the terms of the Agency Agreement;

"Note Enforcement Notice" means a notice delivered by the Trustee to the Issuer in accordance with Condition 11 (Note Events of Default) which declares the Notes to be immediately due and payable;

"Note Event of Default" has the meaning given to it in Condition 11 (Note Events of Default);

"Note Extension Amount" has the meaning given to it in Condition 7(f)(ii) (Redemption of the Notes during the Extension Period);

"Note Extension Amount Calculation Date" has the meaning given to it in Condition 7(f)(iii) (Redemption of the Notes during the Extension Period);

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"Note Interest Period" has the meaning given to it in Condition (6(b)) (Interest - Note Payment Dates and Note Interest Periods);

"Note Payment Date" means 25th day of each month from and including 25 January 2020 and ending on and including the Final Redemption Date, provided that, if any such date is not a Note Business Day, the Note Payment Date shall fall on the next Note Business Day;

"Note Principal Payment" has the meaning given to it in Condition 7(h) (Redemption, Reduction, Reinstatement and Cancellation - Note Principal Payment);

"Noteholders" means the holders of each Class of Notes or, where the context otherwise requires, the holders of Notes of a particular Class or Classes and, unless the context requires otherwise, shall include Couponholders and Receiptholders relating to such Notes;

"Notes" means the Class A Notes, the Class B Notes, the Class C Notes, the Class D1 Notes, the Class D2 Notes and the Class E Notes;

"Notes Amortisation Amount" means, in respect of any Calculation Date, an amount equal to the Class A Amortisation Amount (if any) in respect of the Class A Notes, the Class B Amortisation Amount (if any) in respect of the Class B Notes, the Class C Amortisation Amount (if any) in respect of the Class C Notes, the Class D1 Amortisation Amount (if any) in respect of the Class D1 Notes, the Class D2 Amortisation Amount (if any) in respect of the Class D2 Notes and the Class E Amortisation Amount (if any) in respect of the Class E Notes, in each case in respect of that Calculation Date;

"Operating Creditor" means any of (1) the Corporate Services Provider, (2) any stock exchange on which the Notes are listed and any listing agent, (3) the Issuer's auditors and tax advisers, (4) the Cash Administrator, (5) the Agents, (6) the Verification Agent, (7) any legal and other professional advisers to the Issuer, (8) the Custodian, (9) the Collateral Manager, (10) the Account Bank (11) any liquidator appointed in respect of the Issuer, and (12) any other party or person (other than the Protection Buyers and the Noteholders), from time to time a creditor of the Issuer in respect of whom its status as an Operating Creditor has been agreed by the Issuer and each Protection Buyer;

"Operating Expenses" means any fees, expenses, or costs (including value added tax and including amounts by way of indemnity) which are properly incurred and any Taxes in respect of those fees, expenses or costs, in respect of which an invoice has been delivered by any Operating Creditor to the Issuer and copied to the Junior Protection Buyer and the Cash Administrator and which are payable by the Issuer;

"Order of Seniority" means, with respect to any payment of interest or principal or other amount on the Notes or any reinstatement of the Adjusted Principal Balance of any Class of Notes, the following order of seniority: first the Class A Notes, second the Class B Notes, third the Class C Notes, fourth the Class D1 Notes, fifth the Class D2 Notes and sixth the Class E Notes;

"Outstanding" shall, in relation to the Notes, have the meaning given to it in the Trust Deed;

"Permanent Global Note" means any permanent global note representing a Class of Notes in, or substantially in, the form set out in the Trust Deed;

"Post Enforcement Priority of Payments" means payments in the following order of priority:

(a) First, in or towards payment pari passu and rateably of all fees, costs, expenses and all other amounts then due and unpaid to the Trustee and any Receiver appointed pursuant to the Deed of Charge (including amounts by way of indemnity);

(b) Second, in payment of any amounts due from the Issuer to any applicable tax authority;

(c) Third, in or towards payment pari passu and rateably to the other Operating Creditors of any Operating Expenses due and unpaid to such Operating Creditors and in respect of any fees or other amounts owing to the Process Agent in accordance with the terms of the Process Agent Letter;

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(d) Fourth, in payment or satisfaction pari passu and rateably of all amounts then due and unpaid or which may subsequently become due to the Protection Buyers under the terms of the Credit Protection Deeds;

(e) Fifth, in or towards payment pari passu and rateably of any interest and principal amounts due to be paid in respect of redemption of the Class A Notes, if applicable;

(f) Sixth, in or towards payment pari passu and rateably of any interest and principal amounts due to be paid in respect of redemption of the Class B Notes, if applicable;

(g) Seventh, in or towards payment pari passu and rateably of any interest and principal amounts due to be paid in respect of redemption of the Class C Notes, if applicable;

(h) Eighth, in or towards payment pari passu and rateably of any interest and principal amounts due to be paid in respect of redemption of the Class D1 Notes, if applicable;

(i) Ninth, in or towards payment pari passu and rateably of any interest and principal amounts due to be paid in respect of redemption of the Class D2 Notes, if applicable;

(j) Tenth, in or towards payment pari passu and rateably of any interest and principal amounts due to be paid in respect of redemption of the Class E Notes, if applicable;

(k) Eleventh, in or towards payment pari passu and rateably of any other Secured Liabilities owed to any Secured Creditor, to the extent not already paid pursuant to the paragraphs above; and

(l) Twelfth, any amount of cash remaining following the application of the payments in paragraphs (a) to (k) above shall be paid back to the Issuer,

provided that:

(i) no amounts standing to the credit of the Junior Cash Deposit Account or to the credit of any Custody Accounts, or any amounts standing to the credit of the Issuer Account to the extent that they were paid into the Issuer Account from the Junior Cash Deposit Account or the Custody Accounts, may be applied in satisfaction of the amounts referred to in paragraphs (e) and (f) above; and

(ii) any Protection Fee Amounts received prior to the Effective Protection Termination Date shall not be applied towards payment of any amounts of principal in respect of the Class A Notes or the Class B Notes until such time as all payments of interest in respect of the Class C Notes, the Class D1 Notes and the Class D2 Notes have been made; and

(iii) any Protection Fee Amounts received pursuant to the Junior Credit Protection Deed shall not be applied towards payment of any interest amounts in respect of the Class A or Class B.

"Potential Credit Event" has the meaning given to it in the Credit Protection Deeds;

"Potential Credit Event Notice" has the meaning given to it in the Credit Protection Deeds;

"Potential Event of Default" means any event which may become (with the passage of time, the giving of notice, the making of any determination or any combination thereof) a Note Event of Default.

"Pre Enforcement Priority of Payments" means payments in the following order of priority:

(a) First, in or towards payment of all fees, costs, expenses and all other amounts then due and unpaid to the Trustee (including amounts by way of indemnity);

(b) Second, in payment of any amounts due from the Issuer to any applicable tax authority;

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(c) Third, in or towards payment pari passu and rateably (i) to the other Operating Creditors of any Operating Expenses due and unpaid to such Operating Creditors and in respect of any fees or other amounts owing to the Process Agent in accordance with the terms of the Process Agent Letter and (ii) to the Issuer Profit Account an amount equal to the proportionate amount of Issuer Profit Amount due on the relevant Note Payment Date;

(d) Fourth, in payment or satisfaction pari passu and rateably of all amounts then due and unpaid to the Protection Buyers under the terms of the Credit Protection Deeds;

(e) Fifth, in or towards payment in the Order of Seniority, and pari passu and pro rata within each Class of Notes, any accrued and unpaid interest on the Notes on such Note Payment Date;

(f) Sixth, in or towards payment in the Order of Seniority, and pari passu and pro rata within each Class of Notes, any accrued and unpaid principal amount on the Notes as such Note Payment Date if applicable; and

(g) Seventh, in or towards payment pari passu and rateably of any other Secured Liabilities owed to any Secured Creditor to the extent not already paid pursuant to the paragraphs above;

provided that no amounts standing to the credit of the Junior Cash Deposit Account or to the credit of any Custody Accounts, or any amounts standing to the credit of the Issuer Account to the extent that they were paid into the Issuer Account from the Junior Cash Deposit Account or the Custody Accounts may be applied in satisfaction of the amounts referred to in paragraphs (e) and (f) above in relation to the Class A Notes and the Class B Notes;

"Principal Balance" of any Class of Notes means, at any time and from time to time, the Initial Principal Balance of such Class of Notes less the aggregate of any amounts paid to the Noteholders in redemption of that Class of Notes at that time;

"Process Agent" means CSC Capital Markets UK Limited in its capacity as the Issuer's agent for the service of process in England and Wales in respect of the Transaction Documents;

"Process Agent Letter" means the letter between the Issuer and the Process Agent, dated on or about the Closing Date, pursuant to which the Issuer appoints the Process Agent;

"Protection Buyer" means each of the Junior Protection Buyer and the Senior Protection Buyer;

"Protection Buyer Enforcement Notice" has the meaning given to it in the Deed of Charge;

"Protection Seller" means Motor Securities 2018-1 Designated Activity Company;

"Protection Fee Amount" has the meaning given to it in the Credit Protection Deeds;

"Protection Fee Component Amount" has the meaning given to it in the Credit Protection Deeds;

"Protection Fee Shortfall Amount" has the meaning given to it in the Credit Protection Deeds;

"Protection Payment Adjustment Amount" has the meaning given to it in the Credit Protection Deeds;

"Protection Payment Amount" has the meaning given to it in the Credit Protection Deeds;

"Provisions for Meetings of Noteholders" means those provisions contained in the Trust Deed;

"Rating Agency" has the meaning given to it in the Credit Protection Deeds;

"Receiptholders" means the persons who for the time being are holders of the Receipts;

"Receipts" has the meaning given to it in Condition 2(c) (Form, Denomination and Title);

"Receiver" means any receiver appointed pursuant to the Security Documents;

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"Reference Obligation" has the meaning given to it in the Credit Protection Deeds;

"Relevant Lender" has the meaning given to it in the Credit Protection Deeds;

"Reverse Order of Seniority" means with respect to any reduction of the Adjusted Principal Balance of the Notes, the following order of priority: first the Class E Notes, second the Class D2 Notes, third the Class D1 Notes, fourth the Class C Notes, fifth the Class B Notes and sixth the Class A Notes, in each case until the Adjusted Principal Balance of such Class has been reduced to zero;

"Santander UK" means Santander UK plc;

"Scheduled Redemption Date" means the Note Payment Date scheduled to fall on 25 October 2024;

"Secured Creditors" means:

(a) the Trustee (for itself);

(b) the Noteholders;

(c) the Protection Buyers;

(d) the Receiver (if any);

(e) the Cash Deposit Banks;

(f) the Account Bank;

(g) the Cash Administrator;

(h) the Note Calculation Agent;

(i) the Calculation Agent;

(j) the Principal Paying Agent;

(k) the Custodian;

(l) the Collateral Manager;

(m) the Agent Bank; and

(n) the Corporate Services Provider.

and such other creditor for the benefit of whom the Security is expressed to be granted in accordance with the Security Documents;

"Secured Liabilities" means all present and future obligations and Liabilities (whether actual or contingent) owing or payable by the Issuer to each, some or any of the Secured Creditors in respect of the Notes and the Transaction Documents;

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

"Securities Custody Account" means the account identified as such in Part C of Schedule 1 to the Cash Administration Agreement;

"Security" has the meaning given to it in Condition 4 (Security);

"Security Documents" means the Deed of Charge and any additional security documents (if any) entered into after the Closing Date pursuant to which the Issuer grants additional security in respect of the Secured Liabilities;

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"Security Interest" means any mortgage, pledge, lien, charge, right of set-off, assignment, retention of title, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security;

"Senior Cash Deposit" means all rights and interests in the cash deposit held with the Senior Cash Deposit Bank which is subject to the terms of the Senior Cash Deposit Agreement;

"Senior Cash Deposit Account" means the account held in the name of the Issuer and maintained by the Senior Cash Deposit Bank pursuant to the terms of the Senior Cash Deposit Bank Agreement and into which the Senior Cash Deposit (and any income proceeds in respect thereof) shall be deposited, or such other account as may be opened, with the consent of the Trustee, at any branch of the Senior Cash Deposit Bank or at another bank in replacement of such account as may be required pursuant to the terms of the Senior Cash Deposit Bank Agreement;

"Senior Cash Deposit Bank" means Santander UK plc, or such other entity or entities appointed from time to time as cash deposit bank subject to and in accordance with the terms of the Senior Cash Deposit Bank Agreement;

"Senior Cash Deposit Bank Agreement" means the Senior Cash Deposit Bank Agreement dated on or about the Closing Date and made between, among others, the Issuer and the Senior Cash Deposit Bank, and includes such senior cash deposit bank agreement as from time to time modified, supplemented or replaced in accordance with the provisions therein contained and any deed or other document expressed to be supplemental thereto, as from time to time so modified;

"Senior Credit Protection Deed" means the senior credit protection deed dated on or about the Closing Date between the Senior Protection Buyer and Issuer;

"Senior Notes" means the Class A Notes, the Class B Notes and the Class E Notes;

"Specified Office" means, in relation to any Agent:

(a) the office specified against its name in the Agency Agreement; or

(b) such other office as such Agent may specify in accordance with the Agency Agreement;

"Senior Protection Buyer" means Santander UK plc or any transferee thereof from time to time;

"Subscription Agreement" means the subscription agreement dated on or about the Closing Date between the Issuer, the Protection Buyers and the Lead Manager pursuant to which the Lead Manager subscribes for the Notes;

"Talon" has the meaning given to it in Condition 2(c) (Form, Denomination and Title);

"Tax" means any present or future tax, levy, impost, duty or other charge or withholding of any nature whatsoever (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) imposed or levied by or on behalf of a Tax Authority and "Taxes", "taxation", "taxable" and comparable expressions shall be construed accordingly;

"Tax Authority" means any government, state, municipal, local, federal or other fiscal, revenue, customs or excise authority, body or official anywhere in the world;

"Tax Certificate" means a certificate of two of its directors stating that any obligation, imposition, withholding or deduction imposed on the Issuer or imposed on any payments to be made to the Issuer as a result of the events described in Condition 7(e) (Optional Redemption of the Notes in Whole for Tax Reasons), or, as the case may be, any Tax, cannot be avoided (without incurring additional cost) by the Issuer taking reasonable measures available to it;

"TCA" means the Taxes Consolidation Act, 1997 of Ireland (as amended);

"Temporary Global Note" means any temporary global note representing a Class of Notes in, or substantially in, the form set out in the Trust Deed;

"Termination Date" has the meaning given to it in the Credit Protection Deeds;

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"Tranche" has the meaning given to it in the Credit Protection Deeds;

"Tranche A Periodic Amortisation Amount" has the meaning given to it in the Senior Credit Protection Deed;

"Tranche B Periodic Amortisation Amount" has the meaning given to it in the Senior Credit Protection Deed;

"Tranche C Periodic Amortisation Amount" has the meaning given to it in the Senior Credit Protection Deed;

"Tranche D1 Periodic Amortisation Amount" has the meaning given to it in the Junior Credit Protection Deed;

"Tranche D2 Periodic Amortisation Amount" has the meaning given to it in the Junior Credit Protection Deed;

"Tranche E Periodic Amortisation Amount" has the meaning given to it in the Senior Credit Protection Deed;

"Transaction Documents" means the Agency Agreement, the Cash Deposit Bank Agreements, the Cash Administration Agreement, the Deed of Charge, the Credit Protection Deeds, the Account Bank Agreement, the Corporate Services Agreement, the Custody Agreement, the Collateral Management Agreement, any other Security Documents and the Trust Deed;

"Transaction Parties" means the Issuer, the Lead Manager, the Trustee, the Principal Paying Agent, the Agent Bank, the Protection Buyers, the Protection Seller, the Common Depositary, the Account Bank, the Cash Administrator, the Custodian, the Collateral Manager, the Cash Deposit Banks, the Corporate Services Provider, the Note Calculation Agent and the Calculation Agent, each a "Transaction Party" or any person affiliated with them;

"Trust Documents" means the Trust Deed and the Security Documents (each as from time to time modified in accordance therewith);

"Unsettled Reference Obligation" means any Reference Obligation in respect of which a Credit Event Notice or Potential Credit Event Notice has been delivered by a Protection Buyer pursuant to the Credit Protection Deeds but in respect of which the Verified Loss Amount has not yet been determined, provided that a Reference Obligation in respect of which a Potential Credit Event Notice has been delivered shall cease to be an Unsettled Reference Obligation if (i) the relevant Potential Credit Event is cured prior to the expiration of the applicable grace period provided for under the terms of such Reference Obligation or (ii) if it is otherwise no longer possible for such Potential Credit Event to become a Credit Event;

"Verification Agent" has the meaning given to it in the Credit Protection Deeds;

"Verification Agreement" means the agreement to be entered into between, inter alios, the Protection Buyers and the Verification Agent in respect of the Verification Agent's duties as set out in the Credit Protection Deeds;

"Verified Loss Amount" has the meaning given to it in the Credit Protection Deeds;

"Work-Out Obligation" has the meaning given to it in the Credit Protection Deeds; and

"Written Resolution" means, in relation a Class or Classes of Notes, a resolution in writing signed by or on behalf of all holders of such Class or Classes of Notes then Outstanding, who, for the time being are entitled to receive notice of a meeting in accordance with the Provisions for Meetings of Noteholders whether contained in one document or several documents in like form, each signed by or on behalf of one or more of the Noteholders of such Class or Classes.

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2. Form, Denomination and Title

(a) Each Class of Notes will be initially represented by a Temporary Global Note in bearer form, without Coupons or Receipts, each in the initial principal amount of GBP 660,000,000 in respect of the Class A Notes, GBP 22,500,000 in respect of the Class B Notes, GBP 18,750,000 in respect of the Class C Notes, GBP 30,000,000 in respect of the Class D1 Notes, GBP 11,250,000 in respect of the Class D2 Notes and GBP 7,500,000 in respect of the Class E Notes. Each Temporary Global Note will be deposited on behalf of the subscribers of the relevant Class of Notes with a common depositary (the "Common Depositary") for Clearstream, Luxembourg and Euroclear on or about the Closing Date. Upon deposit of each Temporary Global Note, Clearstream, Luxembourg or Euroclear (as the case may be) will credit each subscriber of the relevant Class of Notes with the principal amount of Notes equal to the aggregate principal amount thereof for which it had subscribed and paid. Interests in each Temporary Global Note are exchangeable forty (40) days after the Closing Date (in each case, the "Exchange Date"), provided certification of non-U.S. beneficial ownership by the relevant Noteholders has been received, for interests in a Permanent Global Note in bearer form (each of which will also be deposited with the Common Depositary) representing the Notes, without Coupons or Receipts. On the exchange of each Temporary Global Note for a Permanent Global Note, each Permanent Global Note will remain deposited with the Common Depositary. Title to the Global Notes will pass by delivery. Each Permanent Global Note will only be exchangeable for Definitive Notes in certain limited circumstances as specified in each such Permanent Global Note.

(b) For so long as any Class of Notes are represented by a Global Note, interests in such Notes will be transferable in accordance with the rules and procedures for the time being of Clearstream, Luxembourg or Euroclear, as appropriate.

(c) The Notes of each Class will each have a denomination of GBP 100,000 and integral multiples of GBP 1,000 in excess thereof. Definitive Notes will, if issued, be serially numbered and will be issued in bearer form with (at the date of issue) interest coupons ("Coupons"), receipts for payments of principal ("Receipts") and talons for further Coupons and Receipts (each, a "Talon") attached at the time of issue. Title to the Definitive Notes, Coupons and Receipts shall pass by delivery.

(d) The holder of any Note, of any Coupon and of any Receipt shall (to the fullest extent permitted by applicable laws) be deemed and treated at all times, by all persons and for all purposes (including the making of any payments), as the absolute owner of such Note, Coupon or Receipt, as the case may be, regardless of any notice of ownership, theft or loss, of any trust or other interest therein or of any writing thereon.

(e) References to "Notes" include the Global Notes and the Definitive Notes.

3. Status and Ranking of the Notes

(a) Status

Each Class of Notes and the Coupons and the Receipts relating thereto constitute direct and limited recourse obligations of the Issuer and are secured by the Security held by the Trustee. The Notes in each Class rank pari passu without preference or priority amongst themselves.

(b) Ranking within each Class

The Class A Notes rank pari passu without preference or priority amongst themselves, the Class B Notes rank pari passu without preference or priority amongst themselves, the Class C Notes rank pari passu without preference or priority amongst themselves, the Class D1 Notes rank pari passu without preference or priority amongst themselves, the Class D2 Notes rank pari passu without preference or priority amongst themselves and the Class E Notes rank pari passu without preference or priority amongst themselves.

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(c) Ranking between Classes

Payments of principal and interest on each Class from Available Funds are subordinated to (as provided herein, in the Trust Deed and in the Cash Administration Agreement) inter alia, payments of principal and interest on each Class which is a More Senior Class of Notes to such Class in accordance with the Order of Seniority.

(d) Priority of Payments

Amounts payable to the Noteholders and the other Secured Creditors will be applied out of Available Funds in accordance with the Applicable Priority of Payments.

(e) Status and Relationship between the Classes of Notes and the Secured Creditors

The Trust Deed contains provisions requiring the Trustee to have regard to the interests of the Noteholders equally as regards all rights, powers, trusts, authorities, duties and discretions of the Trustee (except where expressly provided otherwise), but requiring the Trustee to have regard only to the interests of the holders of the Instructing Class of Notes if, in the Trustee's opinion, there is or may be a conflict between the interests of the holders of such class and any other Class of Notes then Outstanding.

So long as any of the Notes remain Outstanding, in the exercise of its rights, powers, trusts, authorities and discretions under the Conditions and/or Transaction Documents (except where expressly provided otherwise), the Trustee shall have regard to the interests of both the Protection Buyers and the other Secured Creditors (but if, in the Trustee's sole opinion, there is a conflict between their interests, it will have regard solely to the interest of the Protection Buyers to the extent that the exercise of such power, authority, duty or discretion relates to the Secured Property or the rights of the Protection Buyers to be paid in accordance with the Applicable Priority of Payments and in accordance with the provisions of the Credit Protection Deeds, and no other Secured Creditor shall have any claim against the Trustee for so doing. If the exercise of such power, authority, duty or discretion does not relate to the Secured Property or the rights of the Protection Buyers to be paid in accordance with the Applicable Priority of Payments and in accordance with the Credit Protection Deeds, or if there are no Protection Buyers, the Trustee will have regard to the interests of the Noteholders only (in accordance with clauses 18.3.4 (Noteholders as a class) and 18.3.6 (Consideration of the interests of the Noteholders and the other Secured Creditors) of the Trust Deed) in the event of a conflict, and no other Secured Creditor shall have any claim against the Trustee for so doing. For the avoidance of doubt, this paragraph shall not apply to any instructions validly delivered to the Trustee by the Noteholders pursuant to Condition 11(b) (Delivery of Note Enforcement Notice) or Condition 12 (Enforcement), and the Trustee shall act in accordance with such instructions, pursuant to and to the extent further prescribed under Clause 18.3.5 (Interests of Secured Creditors) of the Trust Deed).

4. Security

As far as permitted by, and subject to compliance with, any applicable law, and as security for the payment or discharge of the Secured Liabilities, the Issuer has agreed pursuant to the Deed of Charge to grant the following security (the "Security") in favour of the Trustee, for the benefit of itself, the Noteholders and the other Secured Creditors:

(a) a first fixed charge over the Benefit of the Charged Accounts and any bank or other accounts in which the Issuer may at any time have or acquire any Benefit (other than the Issuer Profit Account and any amounts standing to the credit thereof from time to time);

(b) a first fixed charge over the Benefit of the Collateral Securities;

(c) an assignment (or, to the extent not assignable, a charge by way of first fixed charge) of the Benefit under each Transaction Document (other than the Corporate Services Agreement, the Trust Deed and the Security Documents); and

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(d) a first floating charge over the whole of the Issuer's undertaking and all its property, assets (excluding the Issuer Profit Account and any amounts standing to the credit thereof from time to time and the Issuer's rights under the Corporate Services Agreement, the Trust Deed and the Security Documents) and rights whatsoever and wheresoever (other than its ordinary share capital) present and future.

All of the assets and property which are expressed to be subject to the Security created under or pursuant to the Security Documents are herein referred to as the "Charged Assets".

5. Issuer Covenants

(a) Issuer Covenants

The Issuer Covenants contain certain covenants in favour of the Trustee from the Issuer which, amongst other things and save as permitted by the Transaction Documents, restrict the ability of the Issuer to create or incur any indebtedness, dispose of assets or change the nature of its business. So long as any Note remains Outstanding, the Issuer shall comply with the Issuer Covenants.

If at any time the Issuer becomes entitled to:

(i) designate an Effective Protection Termination Date pursuant to clause 11.1 (Consequences of an Event of Default) or clause 11.2 (Consequences of a Termination Event) of the Credit Protection Deeds; or

(ii) designate a Tax Redemption Date pursuant to Condition 7(e) (Optional Redemption of the Notes in Whole for Tax Reasons);

the Issuer shall do so if instructed to do so by an Extraordinary Resolution of the holders of the Instructing Class of Notes, or if so requested in writing by the holders of at least 25 per cent. of the Adjusted Principal Balance of the Instructing Class of Notes.

(b) Financial Statements and Investor Reports

The Issuer undertakes to provide promptly, following their publication or preparation, to the Trustee and the Principal Paying Agent or to procure that the Trustee and the Principal Paying Agent are provided with:

(i) the Financial Statements; and

(ii) the Investor Reports,

except to the extent that disclosure of such financial information would at that time breach any law, regulation, stock exchange requirement or rules of any applicable regulatory body to which the Issuer is subject.

Promptly following their publication or preparation, the Financial Statements and the Investor Reports will be available for inspection by the Noteholders during normal business hours on any Note Business Day at the Specified Office for the time being of the Principal Paying Agent and via a website, currently at https://www.sf.citidirect.com.

(c) Verification Agent Reports and other information

The Issuer undertakes to procure the provision to Noteholders and the Rating Agency of a copy of the Reference Registry, each Credit Event Verification Certificate and Credit Protection Verification Report delivered to the Issuer, provided that Noteholders have validly acquired an interest in the Notes in accordance with the terms of the Trust Deed and the Agency Agreement and have entered into any confidentiality and/or non-disclosure agreement as may be required by the Protection Buyers and any hold harmless arrangements as may be required by the Verification Agent from time to time.

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The Issuer undertakes to procure the provision to Noteholders of a copy of each Reference Portfolio Report, Potential Credit Event Notice, Credit Event Notice and Loan Datatape delivered to the Issuer, provided that they have validly acquired an interest in the Notes in accordance with the terms of the Trust Deed and the Agency Agreement and have entered into any confidentiality and/or non-disclosure agreement as may be required by the Protection Buyers and any hold harmless arrangements as may be required by the Verification Agent from time to time.

6. Interest

(a) Period of Accrual

Each Note bears interest on its Adjusted Principal Balance (as provided by the Cash Administrator or the Calculation Agent) from (and including) the Closing Date. Each Note (or in the case of the redemption of part only of a Note, that redeemed part only of such Note) shall cease to bear interest from its due date for redemption, unless, upon due presentation, payment of the relevant amount of principal or any part thereof is improperly withheld or refused. In such event, interest will continue to accrue on its Adjusted Principal Balance thereon (before and after any decree or judgment) at the rate applicable to such Note up to (but excluding) the date on which, on presentation of such Note, payment in full of the relevant amount of principal is made or (if earlier) the day after notice is duly given by the Principal Paying Agent to the holder thereof (in accordance with Condition 17 (Notices to Noteholders)) that upon presentation thereof, such payment will be made, provided that upon such presentation, such payment is in fact made.

(b) Note Payment Dates and Note Interest Periods

Interest on the Notes is payable monthly in arrear on each Note Payment Date in respect of the Note Interest Period ending immediately prior thereto.

A "Note Interest Period" means each period from (and including) a Note Payment Date to (but excluding) the next following Note Payment Date, provided that: (i) the initial Note Interest Period will commence on (and include) the Closing Date; and (ii) the final Note Interest Period will end on (but exclude) the Note Payment Date on which the Notes are finally redeemed in full in accordance with these Conditions and no further amounts are due or payable on the Notes.

(c) Calculation of Interest Amount

In respect of each Note Interest Period and in respect of each Class of Notes, the "Interest Amount" shall be an amount equal to the sum of:

(i) the product of the Adjusted Principal Balance of that Class of Notes as of the first day of such Note Interest Period (after giving effect to any adjustment to the Adjusted Principal Balance on such date), the applicable Collateral Income Rate for that Class of Notes and that Note Interest Period and the actual number of days in such Note Interest Period divided by 365;

(ii) the Protection Fee Component Amount in respect of the relevant Note Payment Date and the relevant Class of Notes;

(iii) any positive or negative Make-Up Protection Fee Amount in respect of the relevant Note Payment Date and the relevant Class of Notes; and

(iv) the Negative Interest Shortfall Amount (if any) in respect of the immediately preceding Note Payment Date and the relevant Class of Notes,

and rounding the resulting figure to the nearest GBP 0.01, provided that, the Interest Amount in respect of any Note Interest Period may not be less than zero. If the Interest Amount in respect of a Note Payment Date would have been a negative amount but for the proviso at the end of the preceding sentence, such negative amount shall constitute the "Negative Interest Shortfall Amount" in respect of that Note Payment Date. For the

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avoidance of doubt, the Negative Interest Shortfall Amount shall be expressed as a negative amount.

Where the Notes are in definitive form, the Interest Amount in respect of each Class of Notes shall be equal to the product of the Interest Amount (determined in the manner provided above) and a fraction equal to the Principal Balance of that Class of Note divided by the aggregate Principal Balance of all the Notes of such Class.

(d) Notification of Interest Amount

The Note Calculation Agent will, as soon as practicable after each Interest Determination Date in relation to each Note Interest Period, determine and notify the Agent Bank, the Issuer, the Trustee and the Principal Paying Agent, and the Agent Bank will cause notice thereof to be given to the relevant Noteholders in accordance with Condition 17 (Notices to Noteholders) of (i) the Adjusted Principal Balance of each Class of Notes, and (ii) the Interest Amount payable in respect of each Class of Notes for such Note Interest Period.

(e) Failure of Note Calculation Agent

If the Note Calculation Agent fails at any time to calculate an Interest Amount, the Trustee, or its appointed agent without accepting any liability therefor, may calculate such Interest Amount, in accordance with Condition 6(c) (Interest - Calculation of Interest Amount), and such calculation shall be deemed to have been made by the Note Calculation Agent.

In doing so, the Trustee or its appointed agent shall apply all of these Conditions with any necessary consequential amendments to the extent that, in its sole opinion and with absolute discretion, it can do so and in all other respects it shall do so in such manner as it shall deem fair and reasonable in all circumstances and will not be liable for any loss, liability, cost, charge or expense which may arise as a result thereof, and any such determination and/or calculation made by the Trustee or its appointed agent shall, save in the case of manifest error, be final and binding on the Issuer, the Noteholders and the Couponholders.

(f) Publication of Interest Amounts and other Notices

As soon as practicable after receiving notification thereof, the Issuer will cause the Interest Amount applicable to each Class of Notes for the relevant Note Interest Period and the immediately succeeding Note Payment Date to be notified to any stock exchange on which that Class of Notes is then listed (if the rules of that stock exchange so require), and will cause notice thereof to be given to the Noteholders of that Class in accordance with Condition 17 (Notices to Noteholders) to the extent such Noteholders have not already been so notified by the Agent Bank pursuant to Condition 6(d) (Interest - Notification of Interest Amount). The Interest Amounts and the Note Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice in the event of any extension or shortening of the Note Interest Period.

(g) Notification to be Final

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 6 (Interest), whether by the Note Calculation Agent or the Trustee or its appointed agent shall (in the absence of manifest error) be binding on the Issuer and all Noteholders, Couponholders and Receiptholders, and or the Note Calculation Agent and the Trustee and (in the absence of wilful default or gross negligence) no liability to any such person shall attach to the Issuer, the Note Calculation Agent or the Trustee in connection with the exercise or non-exercise by them or any of them of their powers, duties and discretions under this Condition 6 (Interest).

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(h) Agent Bank

The Issuer shall ensure that, so long as any of the Notes remain Outstanding, there shall at all times be an Agent Bank approved in writing by the Trustee. The Agent Bank may not resign until a successor so approved by the Trustee has been appointed.

7. Redemption, Reduction, Reinstatement and Cancellation

(a) Amortised Redemption

Prior to the service of an Enforcement Notice, if any Amortisation Amount is determined in respect of any Calculation Date, then the Issuer shall, on the immediately following Note Payment Date, apply the applicable Notes Amortisation Amount in or towards redemption of each Class of Notes (together with any accrued but unpaid interest thereon) in accordance with the Pre Enforcement Priority of Payments.

(b) Mandatory Redemption of the Notes on the Scheduled Redemption Date

Subject to Condition 7(f) (Redemption, Reduction, Reinstatement and Cancellation - Redemption of the Notes during the Extension Period), unless previously redeemed in full and cancelled as provided in this Condition 7 (Redemption, Reduction, Reinstatement and Cancellation), the Issuer shall redeem the Notes in accordance with the Applicable Priority of Payments at their then aggregate Adjusted Principal Balance together with accrued but unpaid interest on the Scheduled Redemption Date.

(c) Final Redemption of the Notes

Subject to Condition 7(f) (Redemption, Reduction, Reinstatement and Cancellation - Redemption of the Notes during the Extension Period), unless previously redeemed or repaid in full and cancelled as provided in this Condition 7 (Redemption, Reduction, Reinstatement and Cancellation), the Issuer shall redeem the Notes in accordance with the Applicable Priority of Payments at their then aggregate Adjusted Principal Balance together with accrued but unpaid interest on the Final Redemption Date.

The Issuer may not redeem Notes in whole or in part prior to that date, except as described in this Condition 7 (Redemption, Reduction, Reinstatement and Cancellation), but without prejudice to Condition 11 (Note Events of Default).

(d) Mandatory Redemption of the Notes following Effective Protection Termination Date

Subject to Condition 7(f) (Redemption, Reduction, Reinstatement and Cancellation - Redemption of the Notes during the Extension Period), if the Effective Protection Termination Date occurs under both Credit Protection Deeds prior to the Scheduled Redemption Date, the Issuer shall redeem the Notes then Outstanding in whole but not in part in accordance with the Applicable Priority of Payments on the Note Payment Date following the Effective Protection Termination Date at their Adjusted Principal Balance, together with any interest accrued to the date of redemption.

The Issuer shall give notice of such early redemption to Noteholders in accordance with Condition 17 (Notices to Noteholders) and to the Trustee, the Principal Paying Agent, the Account Bank, the Cash Administrator and the Custodian as soon as practicable after the Issuer becomes aware of the termination of the Credit Protection Deeds.

(e) Optional Redemption of the Notes in Whole for Tax Reasons

Subject to Condition 7(f) (Redemption of the Notes during the Extension Period), the Issuer shall, but only if so requested in writing by the holders of at least 25 per cent. of the Instructing Class of Notes then outstanding or by way of an Extraordinary Resolution of the holders of the Instructing Class of Notes then outstanding; and provided that it satisfies the Trustee that a Tax Redemption Event has occurred, by giving not less than thirty (30) days' and not more than forty-five (45) days' notice to the Noteholders in accordance with Condition 17 (Notice to Noteholders) (which notice will be irrevocable)

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designate a Note Payment Date as a redemption date (the "Tax Redemption Date"). On the Tax Redemption Date, the Issuer shall, subject to any prior ranking claims in accordance with the Applicable Priority of Payments, allocate and apply amounts in or towards redemption of the Notes at their Adjusted Principal Balance (together with any accrued but unpaid interest thereon).

A "Tax Redemption Event" shall occur if:

(i) In respect of the Issuer, any of the following events occurs:

(A) the Issuer determines that it has, or there is a substantial likelihood that it will, within ninety (90) days of the date of determination (such determination being made by the Issuer relying on an opinion of independent legal advisers, as described below), become obliged to withhold or deduct an amount in respect of any Tax from any payment of principal of, interest on, or any other amount payable in respect of, the Notes as a result of either (i) any change in, or amendment to the laws or regulations of its jurisdiction of incorporation or any political subdivision or any authority thereof or therein having power to tax or any change in the application or official interpretation of such laws or regulations (including a holding by a court of competent jurisdiction) or (ii) any failure by the Issuer to obtain or maintain a listing of the Notes on a recognised stock exchange for the purposes of Section 64 of the TCA;

(B) the Issuer determines that it has, or there is a substantial likelihood that it will, within ninety (90) days of the date of determination (such determination being made by the Issuer relying on an opinion of independent legal advisers, as described below), become subject to any circumstance or to a tax charge (whether by direct assessment or by withholding at source), regulatory imposition, or other imposition which would materially increase the costs to it of complying with its obligations under the Trust Deed or under the Notes or materially increase the operating or administrative expenses of the Issuer or the trust under which the shares in the Issuer are held or reduce the amount of any sums received or receivable by the Issuer or otherwise oblige the Issuer to make any payment on, or calculated by reference to, the amount of any sum received or receivable by the Trustee on behalf of the Issuer as contemplated in the Trust Deed or the Deed of Charge, as the case may be; or

(C) a Tax Event occurs in respect of the Issuer under the Junior Credit Protection Deed; and

(ii) in the case where any of the events described in Condition 7(e)(i)(A) or (B) (Optional Redemption of the Notes in Whole for Tax Reasons) has occurred, the Issuer determines that any obligation, imposition, withholding or deduction incurred as a result of such event cannot be avoided by the Issuer taking reasonable measures available to it (without incurring additional cost) and one or both of the Protection Buyers have not elected to pay the additional amount under Clause 13.3 (Deductions and Withholdings in respect of the Notes) of the relevant Credit Protection Deed.

Prior to the publication of any notice designating a Tax Redemption Date pursuant to this Condition 7 (Redemption, Reduction, Reinstatement and Cancellation), the Issuer shall deliver to the Trustee in form and substance satisfactory to the Trustee, (a) an opinion of independent legal advisers of recognised standing to the effect that the relevant Tax Redemption Event applies as of the date of such opinion or will apply within ninety (90) days of the date of such opinion and (b) in respect of any of the events described in Condition 7(e)(i) or (ii) (Optional Redemption of the Notes in Whole for Tax Reasons) only, a Tax Certificate. The Trustee shall be entitled to accept such opinion and Tax Certificate without liability or further enquiry (but may accept other evidence in lieu

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thereof, which in its sole opinion is satisfactory to the Trustee) as sufficient evidence of the existence of a Tax Redemption Event, in which event it shall be conclusive and binding on the Noteholders. A notice delivered by the Issuer designating a Tax Redemption Date will be irrevocable.

(f) Redemption of the Notes during the Extension Period

(i) If the Effective Protection Termination Date occurs prior to the Termination Date, and on the later of such date and the Calculation Date immediately preceding the Note Payment Date which follows the Effective Protection Termination Date there are Unsettled Reference Obligations, a portion of the Most Junior Classes of Notes, as determined pursuant to the Reverse Order of Seniority and in accordance with Condition 7(f)(ii) (the "Note Extension Amount") shall remain Outstanding in respect of such Unsettled Reference Obligations pending:

(A) the date on which it is no longer possible for the Conditions to Settlement to be satisfied in respect of each such Unsettled Reference Obligation in respect of which the Conditions to Settlement were not satisfied on the Effective Protection Termination Date; and

(B) the date on which the Verified Loss Amount has been determined in respect of all Defaulted Reference Obligations (including each such Unsettled Reference Obligation in respect of which a Credit Event Notice or Potential Credit Event Notice had been delivered on or prior to the Effective Protection Termination Date but in respect of which the Conditions to Settlement were satisfied following the Effective Protection Termination Date).

(ii) The Note Extension Amount on any date shall be equal to:

(A) the aggregate of the Defaulted Notional Amounts of each such Unsettled Reference Obligation on that date (or the amount which would be the Defaulted Notional Amount in respect of each such Unsettled Reference Obligation if it was a Defaulted Reference Obligation); minus

(B) the sum of all Initial Loss Amounts which have been determined in respect of each such Unsettled Reference Obligation as at that date.

(iii) The Note Extension Amount shall be calculated by the Note Calculation Agent (by reference to calculations provided to it for this purpose by the Calculation Agent) as of (and as soon as practicable following) the Effective Protection Termination Date and thereafter on each Calculation Date during the Extension Period which immediately precedes a Note Payment Date (each such date on which the Note Extension Amount is calculated, a "Note Extension Amount Calculation Date").

(iv) Any Notes remaining Outstanding during the Extension Period shall continue to bear interest on the then Adjusted Principal Balance of such Notes in accordance with Condition 6 (Interest).

(v) On each Note Payment Date immediately following a Note Extension Amount Calculation Date, the Issuer shall apply an amount equal to the Extension Period Redemption Amount to redeem the Notes in part in accordance with the Order of Seniority, where "Extension Period Redemption Amount" means, in respect of a Note Extension Amount Calculation Date, an amount equal to:

(A) the Adjusted Principal Balance of the Notes, as of such Note Payment Date, following any adjustment to the Adjusted Principal Balance of the Notes on that Note Payment Date in accordance with Condition 7(g) (Reduction and Reinstatement of the Adjusted Principal Balance of the Notes); minus

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(B) the Note Extension Amount calculated as of such immediately preceding Note Extension Amount Calculation Date.

For the avoidance of doubt, any Extension Period Redemption Amount for a given Calculation Date shall include the amounts set out in limbs (b) and (c) of the definition of Defaulted Notional Amount determined in respect of any Defaulted Reference Obligation during the Note Interest Period ending on that Calculation Date.

(g) Reduction and Reinstatement of the Adjusted Principal Balance of the Notes

On each Note Payment Date, the Adjusted Principal Balance of each Class of Notes shall be reduced by an amount equal to the Protection Payment Amount (if any) determined by the Cash Administrator in respect of that Note Payment Date and the relevant Class of Notes provided that, the Adjusted Principal Balance of any Class of Notes shall not be reduced below zero.

If, in respect of any Note Payment Date and the relevant Class of Notes, a Protection Payment Adjustment Amount is determined by the Cash Administrator, then, on that Note Payment Date, an amount equal to such Protection Payment Adjustment Amount shall be applied to reinstate the Adjusted Principal Balance of the Notes of that Class, provided that, the Adjusted Principal Balance of any Class of Notes shall not be greater than the Principal Balance of the Notes of such Class.

(h) Note Principal Payment

The principal amount (the "Note Principal Payment") which is required to be repaid in respect of each Note on any Note Payment Date under this Condition 7 (Redemption, Reduction, Reinstatement and Cancellation), shall be that Note's pro rata share of the aggregate amount required to be applied in redemption of the Notes of that Class on such Note Payment Date under this Condition 7 (Redemption, Reduction, Reinstatement and Cancellation), provided that no Note Principal Payment may exceed the Principal Balance of the related Note.

(i) Calculation of Note Principal Payments, Principal Balance and Adjusted Principal Balance

On each Calculation Date, the Issuer (or the Cash Administrator on its behalf) shall determine or shall cause to be determined:

(i) if there is to be a redemption (in whole or in part) of the Notes or any Class thereof pursuant to this Condition 7 (Redemption, Reduction, Reinstatement and Cancellation), the amount of any Note Principal Payment due in respect of each Note on the Note Payment Date immediately following such Calculation Date;

(ii) the Principal Balance of each Class of Notes on such Note Payment Date (after deducting any Note Principal Payment to be paid on that Note Payment Date); and

(iii) the Adjusted Principal Balance of each Class of Notes on such Note Payment Date.

Each determination by or on behalf of the Issuer (or the Cash Administrator on its behalf) of any Note Principal Payment, the Principal Balance and the Adjusted Principal Balance of a Note shall in each case (in the absence of manifest error) be final and binding on all persons.

The Issuer (or the Cash Administrator on its behalf) will cause each determination of a Note Principal Payment, Principal Balance and Adjusted Principal Balance relating to any Class of Notes to be notified in writing forthwith to the Trustee, the Principal Paying Agent, the Agent Bank and any stock exchange on which that Class of Notes is then listed (if the rules of that stock exchange so require) and will cause notice of each determination

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of a Note Principal Payment, Principal Balance and Adjusted Principal Balance relating to any Class of Notes to be given to the Noteholders of that Class in accordance with Condition 17 (Notices to Noteholders) by no later than the day which is three (3) Note Business Days prior to the Note Payment Date immediately following the Calculation Date on which such calculations are made.

If the Issuer or the Cash Administrator on behalf of the Issuer does not at any time for any reason determine a Note Principal Payment, Principal Balance or Adjusted Principal Balance in accordance with the preceding provisions of this Condition 7(i) (Calculation of Note Principal Payments, Principal Balance and Adjusted Principal Balance), such amounts may be determined by the Trustee (but without the Trustee being liable for any loss, liability, cost, charge or expense which may arise as a result thereof) (or an agent of its behalf), in accordance with this Condition 7(i) (Calculation of Note Principal Payments, Principal Balance and Adjusted Principal Balance), and each such determination or calculation shall be conclusive and binding on all persons and shall be deemed to have been made by the Issuer or the Cash Administrator, as the case may be.

(j) Notice of Redemption

Any such notice of redemption given by the Issuer in connection with a redemption described in this Condition 7 (Redemption, Reduction, Reinstatement and Cancellation) shall be irrevocable. Upon the expiration of such notice, the Issuer will be bound to redeem the Notes of the related Class in the amounts specified in these Conditions.

(k) Cancellation

All Notes redeemed in full together with payment of all accrued but unpaid interest or surrendered pursuant to Condition 16 (Replacement of Notes, Coupons, Receipts and Talons) will be cancelled upon redemption or surrender, together with any unmatured Coupons, Receipts and Talons (if any) appertaining thereto and attached thereto or surrendered therewith, and may not be resold or re-issued.

8. Payments

(a) Payments of Interest and Principal

Payments of interest in respect of the Definitive Notes will (subject as provided in Condition 8(c) (Unmatured Coupons for Notes Void) and Condition 8(e) (Payments of Interest on Improperly Withheld or Refused Notes) below) be made only against presentation and surrender of the relevant Coupons at the Specified Office of the Principal Paying Agent outside the United States or its possessions and otherwise in accordance with the provisions of this paragraph. Payments of principal and premium (if any) in respect of the Definitive Notes will be made against presentation and surrender of the relevant Receipts (except where, after such presentation and surrender, the unpaid principal amount of a Definitive Note would be reduced to zero (including as a result of any other payment of principal due in respect of such Definitive Note) in which case each payment of principal will be made against presentation and surrender of such Definitive Note) at the Specified Office of the Principal Paying Agent outside the United States or its possessions. Each such payment will be made in respect of the Notes in pounds Sterling at the Specified Office of the Principal Paying Agent outside the United States or its possessions.

(b) Payments Subject to Fiscal Laws

Payment of principal and interest in respect of the Notes are subject in all cases to any fiscal or other laws and regulations applicable thereto in the place of payment and to the provisions of the Agency Agreement and the other Transaction Documents.

(c) Unmatured Coupons for Notes Void

On the date upon which any Note becomes due and payable in full under Condition 7 (Redemption, Reduction, Reinstatement and Cancellation), unmatured Coupons, Receipts

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and Talons (if any) appertaining thereto (whether or not attached to such Note) shall become void and no payment shall be made in respect thereof. If the due date for redemption of any Note is not a Note Payment Date, accrued interest will be paid only against presentation and surrender of the relevant Note outside the United States or its possessions.

(d) Presentation on Non-Business Days

If the due date for payment of any amount in respect of any Note, Coupon or Receipt is not a business day in the place of presentation, the holder shall not be entitled to payment in such place of the amount due until the next succeeding business day in such place and shall not be entitled to any further interest or other payment in respect of any such delay.

(e) Payments of Interest on Improperly Withheld or Refused Notes

If any amount of principal or premium (if any) is improperly withheld or refused on or in respect of any Note or part thereof, the interest which continues to accrue in respect of such Note in accordance with Condition 6 (Interest) will be paid against presentation of such Note at the Specified Office of the Principal Paying Agent outside the United States or its possessions.

(f) Other Interest

Payments of interest other than in respect of matured Coupons shall be made only against presentation of the relevant Notes at the Specified Office of the Principal Paying Agent outside the United States or its possessions.

(g) Partial Payments

If the Principal Paying Agent makes a partial payment in respect of any Note, Coupon or Receipt presented to it for payment, the Principal Paying Agent will endorse on such Note, Coupon or Receipt a statement indicating the amount and date of such payment.

(h) Exchange of Talons

On or after the relevant Note Payment Date on which the final Coupon or Receipt forming part of a Coupon or Receipt sheet is surrendered, each Talon forming part of such Coupon or Receipt sheet may be surrendered at the Specified Office of the Principal Paying Agent for a further Coupon or Receipt sheet (including a further Talon) but excluding any Coupons or Receipts in respect of which claims have already become void under Condition 10 (Prescription). Upon the due date for redemption of any Note, any unexchanged Talon relating to such Note shall become void and no Coupon or Receipt will be delivered in respect of such Talon.

9. Taxation

(a) Payments Free of Tax

All payments of principal and interest in respect of the Notes, Coupons or Receipts shall be made free and clear of, and without withholding or deduction for or on account of any present or future Taxes unless the Issuer, the Trustee or the Principal Paying Agent is required by applicable law to make any payment in respect of the Notes, Coupons or Receipts subject to any such withholding or deduction. In that event, the Issuer, the Trustee or the Principal Paying Agent (as the case may be) shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so required to be withheld or deducted. For the avoidance of doubt, unless the Protection Buyers elect to pay additional amounts to the Issuer that cover the amount of any such withholding or deduction (which the Protection Buyers are under no obligation to do), the Issuer shall not be required to gross up any payments made to a Noteholder and shall withhold or deduct from any such payments any amounts on account of such tax where so required by law (including with respect to a FATCA Withholding) or any relevant authorities.

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(b) No Payment of Additional Amounts

Unless the Protection Buyers elect to pay additional amounts to the Issuer that cover the amount of any such withholding or deduction (which the Protection Buyers are under no obligation to do), none of the Issuer, the Trustee or the Principal Paying Agent will be obliged to make any additional payments to holders of Notes, Coupons or Receipts in respect of such withholding or deduction as is referred to in Condition 9(a) (Payments Free of Tax).

(c) Tax Deduction Note Event of Default

If the Issuer, the Trustee or the Principal Paying Agent is required to make a withholding or deduction as is referred to in Condition 9(a) (Payments Free of Tax), this shall not constitute a Note Event of Default.

(d) Provision of Information

Each Noteholder agrees or is deemed to agree that the Issuer and any other relevant party on its behalf may (1) request such forms, self-certifications, documentation and any other information from the Noteholder which the Issuer may require in order for it to comply with its automatic exchange of information obligations under, for example, FATCA and CRS (2) provide any such information or documentation collected from a Noteholder and any other information concerning any investment in the Notes to the relevant tax authorities and (3) take such other steps as it deems necessary or helpful to comply with its automatic exchange obligations under any applicable law.

10. Prescription

(a) Principal

Notes and Receipts (which expression shall not in this Condition 10 (Prescription) include Talons) shall become void unless presented for payment within a period of ten (10) years from the relevant date in respect thereof.

(b) Interest

Coupons shall become void unless presented for payment within a period of five (5) years from the relevant date in respect thereof.

(c) Note, Coupon or Receipt

After the date on which a Note, Coupon or a Receipt becomes void, no claim may be made in respect thereof.

(d) Relevant Date

For the purpose of this Condition 10 (Prescription), the "relevant date" in respect of a Note, Coupon or Receipt is the date on which a payment in respect thereof first becomes due or (if the full amount of the monies payable in respect of all the Notes, Coupons or Receipts due on or before the date has not been duly received by the Principal Paying Agent or the Trustee on or prior to such date) the date on which notice that the full amount of such monies has not been received is duly given to the Noteholders in accordance with Condition 17 (Notices to Noteholders).

11. Note Events of Default

(a) Note Events of Default

Each and any of the following events shall be treated as a "Note Event of Default":

(i) Non-Payment: default is made in the payment of any principal or interest in respect of any Class of Notes when due in accordance with these Conditions and such default continues for a period of: (i) ten (10) Note Business Days, where

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such default is caused by any administrative or technical errors; or (ii) in all other cases, five (5) Note Business Days;

(ii) Breach of Other Obligations: default is made by the Issuer in the performance or observance of any other obligation, Condition, provision, representation or warranty binding upon or made by it under any Class of Notes or the Transaction Documents (other than any obligation whose breach would give rise to the Note Event of Default provided for in Condition 11(a)(i) (Non-Payment)), and, except, where in the opinion of the Trustee, such default is not capable of remedy, such default continues for a period of thirty (30) days (or such longer period as the Trustee may permit) after written notice by the Trustee to the Issuer requiring the same to be remedied;

(iii) Insolvency, etc: (i) a receiver, administrator, examiner, bankruptcy official or liquidator or similar officer in respect of the Issuer or the whole or any part of the undertaking, assets or revenues of the Issuer is appointed (or application for any such appointment is made, and such application is not dismissed within thirty (30) days) or an encumbrancer shall take possession of the whole or any substantial part of the assets or revenues of the Issuer, (ii) an order is made by a competent court for any imposition of any applicable bankruptcy, suspension of payments, liquidation, administration, insolvency, composition, examinership, reorganisation or other similar laws in respect of the Issuer (each an "Insolvency Proceeding" and together the "Insolvency Proceedings"), (iii) the Issuer takes any action for a readjustment or deferment of any of its obligations or makes a general assignment or an arrangement or composition with or for the benefit of its creditors or is granted by a competent court a moratorium in respect of any of its indebtedness or any guarantee of any indebtedness given by it, or (iv) the Issuer ceases or threatens to cease to carry on all or any substantial part of its business except for the purposes of, or pursuant to, an amalgamation or reconstruction as is referred to in Condition 11(a)(iv) (Winding-up, etc) below;

(iv) Winding-up, etc: an order is made or an effective resolution is passed for the winding-up, liquidation or dissolution of the Issuer except a winding-up for the purposes of or pursuant to an amalgamation or reconstruction, the terms of which have previously been approved by an Extraordinary Resolution of the Noteholders;

(v) Illegality: it is or will become unlawful for the Issuer to perform or comply with any of its obligations under or in respect of the Notes.

(b) Delivery of Note Enforcement Notice

If a Note Event of Default occurs and is continuing, the Trustee may at its discretion and shall:

(i) if so requested in writing by the holders of at least 25 per cent. of the Adjusted Principal Balance of the Instructing Class of Notes; or

(ii) if so directed by an Extraordinary Resolution of the holders of the Instructing Class of Notes,

deliver a Note Enforcement Notice to the Issuer, the Principal Paying Agent, the Account Bank, the Custodian, the Cash Administrator and the Protection Buyers.

(c) Conditions to Delivery of Note Enforcement Notice

Notwithstanding Condition 11(b) (Delivery of Note Enforcement Notice), the Trustee:

(i) shall not deliver a Note Enforcement Notice unless, in the case of the occurrence of any of the events mentioned in Condition 11(a)(ii) (Breach of Other Obligations), the Trustee shall have certified in writing that the happening of such

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event is in its opinion materially prejudicial to the interests of any Class of Noteholders; and

(ii) shall not be obliged to deliver a Note Enforcement Notice unless it shall have been indemnified and/or secured and/or prefunded to its satisfaction against all Liabilities to which it may thereby become liable or which it may incur by so doing.

(d) Consequences of Notes becoming Due and Payable and Delivery of Note Enforcement Notice

Upon the delivery of a Note Enforcement Notice, all Classes of the Notes then Outstanding shall, subject to Condition 7(f) (Redemption of the Notes during the Extension Period), become due and repayable on the day which is two (2) Note Business Days following the delivery of such Note Enforcement Notice at their then Adjusted Principal Balance together with accrued interest as provided in the Trust Deed and the Security shall become enforceable by the Trustee in accordance with the Security Documents upon the delivery of such Note Enforcement Notice.

12. Enforcement

Subject to the provisions of Condition 11 (Note Events of Default) and Condition 18 (Non-petition and Limited Recourse), the Trustee may, at any time after the delivery of a Note Enforcement Notice, at its discretion and without notice, institute such proceedings or take any other actions or steps as it thinks fit to enforce the provisions of the Notes or the Trust Documents and the other Transaction Documents and at any time after delivery of a Note Enforcement Notice, the whole or any part of the Security shall become enforceable. The Trustee shall not be bound to take any such proceedings, actions or steps or to enforce the Security unless:

(a) so requested in writing by the holders of at least 25 per cent. of the Adjusted Principal Balance of the Instructing Class of Notes; or

(b) so directed by an Extraordinary Resolution of the holders of the Instructing Class of Notes,

and in any such case, only if it shall have been indemnified and/or secured and/or prefunded to its satisfaction against all Liabilities to which it may thereby become liable or which it may incur by so doing.

The Issuer shall cause notice of any enforcement action taken by the Trustee pursuant to this Condition 12 to be given to the Protection Buyers.

Enforcement of the Security shall be the only remedy available to the Trustee and the Noteholders for the repayment of the Notes and payment of unpaid interest on the Notes. No Noteholder shall be entitled to proceed directly against the Issuer or any other party to the Transaction Documents. Without limiting the rights of the holders of the Instructing Class of Notes pursuant to this Condition 12, the Trustee may not, while any of the Notes are Outstanding, be required to enforce the Security at the request of any other Secured Creditor (other than the Protection Buyers, pursuant to Clause 12.1 (Protection Buyer Enforcement Notice) of the Deed of Charge).

All monies received by the Issuer or the Trustee (or any Receiver appointed under the Deed of Charge) following a Note Event of Default, the delivery of a Note Enforcement Notice, a Protection Buyer Enforcement Notice and the proceeds of enforcement of the Security will be applied in accordance with the Post Enforcement Priority of Payments.

13. Meetings of Noteholders

(a) Convening

The Trust Deed contains provisions for convening separate or combined meetings of the Noteholders of any Class or Classes to consider any matters relating to the Notes, including the sanctioning by Extraordinary Resolution of a modification of the provisions of the Trust Deed, the Notes or these Conditions or the provisions of any of the other

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Transaction Documents. Meetings may be convened on not less than twenty-one (21) clear days' notice (or in the case of adjourned meetings, not less than ten (10) clear days' notice).

(b) Request from Noteholders

A meeting of Noteholders (or any Class thereof) may be convened by the Trustee or the Issuer at any time and must be convened by the Issuer upon the request in writing of Noteholders holding not less than 10 per cent. of the aggregate Adjusted Principal Balance of the Outstanding Notes of the relevant Class or Classes.

(c) Quorum

The Trust Deed provides that the quorum at any meeting convened to vote on:

(i) a resolution, other than an Extraordinary Resolution at any meeting, will be two (2) or more persons present holding voting certificates or being proxies and holding or representing, in the aggregate, not less than one-half of the aggregate Adjusted Principal Balance of the Notes of the relevant Class or Classes then Outstanding and shall form a quorum for the transaction of business and no business (other than choosing a Chairman) shall be transacted at any meeting unless the requisite quorum be present at the commencement of the meeting;

(ii) an Extraordinary Resolution, other than relating to a Basic Terms Modification, will be two (2) or more persons present holding voting certificates or being proxies and holding or representing not less than three-quarters of the aggregate Adjusted Principal Balance of the Notes of the relevant Class or Classes then Outstanding or, at any adjourned meeting, two (2) or more persons holding or representing in the aggregate not less than one-half of the Adjusted Principal Balance of the Notes of the relevant Class or Classes then Outstanding; and

(iii) an Extraordinary Resolution relating to a Basic Terms Modification will be two (2) or more persons present holding voting certificates, or being proxies, and holding or representing, in the aggregate, not less than three-quarters of the aggregate Adjusted Principal Balance of the Notes of the relevant Class or Classes then Outstanding or, at any adjourned meeting, two or more persons holding or representing in the aggregate not less than one-half of the Adjusted Principal Balance of the Notes of the relevant Class or Classes then Outstanding,

provided that, while all the Outstanding Notes of any Class are represented by a Temporary Global Note and/or Permanent Global Note, a single voter appointed in relation thereto or being the holder of the Notes thereby represented shall be deemed to be two voters for the purposes of forming a quorum.

(d) Relationship between Classes

No Extraordinary Resolution (including in respect of a Basic Terms Modification) that is passed by the holders of one Class of Notes shall be effective, except where otherwise expressly set out in these Conditions or the Transaction Documents, unless it is sanctioned by an Extraordinary Resolution of the holders of each of the other Classes of Notes (to the extent that there are Notes Outstanding in each such other Classes).

(e) Resolutions in Writing

A Written Resolution shall take effect as if it were an Extraordinary Resolution.

14. Modification, Waiver and Substitution

(a) Modification

Subject to Condition 14(c) (Restriction on Power to Modify, Waive or Substitute), the Trustee may agree, subject to the Issuer having provided the Noteholders with prior notification but without requiring the consent or sanction of the Noteholders, the

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Couponholders, the Receiptholders or any other Secured Creditors (other than the Protection Buyers) at any time and from time to time, with the Issuer and any other relevant party to any of the Transaction Documents in making any modification (other than in respect of a Basic Terms Modification) to these Conditions, the Trust Documents, the Notes or the other Transaction Documents to which it is a party or over which it has security, or may give its consent to any event, matter or thing, if:

(i) in its opinion, the interests of the holders of any individual Class of Notes then Outstanding would not be materially prejudiced thereby;

(ii) in its opinion, it is required to correct a manifest error or which in the opinion of the Trustee, is of a formal, minor, or technical nature; or

(iii) in its opinion it is required to comply with any applicable law relating to the Issuer's automatic exchange of information obligations (including pursuant to FATCA and or CRS).

(b) Waiver

Subject to Condition 14(c) (Restriction on Power to Modify, Waive or Substitute), the Trustee may, subject to the Issuer having provided the Noteholders with prior notification but without requiring the consent or sanction of the Noteholders, the Couponholders, the Receiptholders or any other Secured Creditors (other than the Protection Buyers) and without prejudice to its rights in respect of any subsequent breach, condition, event or act, from time to time and at anytime, but only if and in so far as, in its opinion, the interests of each separate Class of Noteholders shall not be materially prejudiced thereby and on such terms and subject to such conditions as it shall deem fit and proper, authorise or waive any proposed breach or breach of the covenants or provisions contained in the Trust Documents, the Notes or any of the other Transaction Documents (including a Note Event of Default or a Potential Event of Default) or determine that any such default shall not be treated as such.

(c) Restriction on Power to Modify, Waive or Substitute

The Trustee shall not exercise any powers conferred upon it by Condition 14(a) (Modification), Condition 14(b) (Waiver) or Condition 14(f) (Substitution of Principal Debtor):

(i) or otherwise exercise or purport to exercise any powers of modification (including, for the avoidance of doubt, the making of any Basic Terms Modification) or waiver in respect of the Notes, the Trust Deed, these Conditions, the Security Documents or any other Transaction Document, without the prior written consent of the Protection Buyers; and

(ii) in contravention of any express direction by an Extraordinary Resolution of the holders of the Instructing Class of Notes or of a request or direction in writing made by the holders of not less than 25 per cent. in aggregate Adjusted Principal Balance of the Instructing Class of Notes but so that no such direction or request shall:

(A) affect any authorisation, waiver or determination previously given or made; or

(B) authorise or waive any such proposed breach or breach relating to a Basic Terms Modification unless the holders of each Class of Notes have authorised or waived such proposed breach or breach pursuant to an Extraordinary Resolution of the holders of such other Class of Notes then Outstanding.

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(d) Notification

The Issuer shall cause any such authorisation, waiver, modification or determination to be notified to the Noteholders in accordance with Condition 17 (Notices to Noteholders) and the other Secured Creditors, as soon as practicable after it has been made.

(e) Binding Nature

Any authorisation, waiver, determination or modification referred to in Condition 14(a) (Modification) or Condition 14(b) (Waiver) shall be binding on the Noteholders, the Couponholders, the Receiptholders and the other Secured Creditors.

(f) Substitution of Principal Debtor

Subject to Condition 14(c) (Restriction on Power to Modify, Waive or Substitute), if a Tax Redemption Event is subsisting, the Trustee will agree, subject to such amendments of these Conditions and of any of the Transaction Documents or to such other conditions as the Trustee (in the interest of the Noteholders) may require and subject to the consent of Noteholders acting by an Extraordinary Resolution being obtained but without requiring the consent of the other Secured Creditors (other than the Protection Buyers), to the substitution of another body corporate in place of the Issuer as principal debtor under the Trust Deed and the Notes and in respect of the other Secured Liabilities, subject to the Notes being unconditionally and irrevocably guaranteed by the Issuer (unless all or substantially all of the assets of the Issuer are transferred to such body corporate) and such guarantee being secured on the Issuer's assets subject to the Security Documents and to such body corporate being a single purpose vehicle and undertaking itself to be bound by provisions corresponding to those set out in Condition 5 (Issuer Covenants) and the covenants applying to the Issuer under the Trust Deed provided that it shall be satisfied that the interests of each separate Class of Noteholders or the other Secured Creditors shall not be materially prejudiced thereby and subject to the conditions set out in the Trust Deed. In the event of any substitution under this provision, the Notes would be delisted from any stock exchange on which they are then listed and a new listing application would need to be made in respect of the new Issuer.

15. Trustee and Agents

(a) Trustee's Right to Indemnity

Under the Transaction Documents, the Trustee is entitled to be indemnified and relieved from responsibility in certain circumstances and to be paid or reimbursed any Liabilities incurred by it in priority to the claims of the Noteholders. In addition, the Trustee is entitled to enter into business transactions with the Issuer and the other Secured Creditors without accounting for any profit.

(b) Trustee Not Responsible for Loss or for Monitoring

Neither the Trustee nor the Custodian will be responsible for any loss, expense or Liability which may be suffered as a result of any assets comprised in the Security or any documents of title thereto being uninsured or inadequately insured. The Trustee shall not be responsible for monitoring the compliance of any of the other parties to the Transaction Documents with their obligations under the Transaction Documents.

(c) The Agents Solely Agents of Issuer

In acting under the Agency Agreement and in connection with the Notes, the Coupons and the Receipts, the Agents act solely as agents of the Issuer and (to the extent provided therein) the Trustee and do not assume any obligations towards, or relationship of agency or trust for or with, any of the Noteholders, the Couponholders or the Receiptholders.

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(d) The Agents

The Agents and their initial Specified Offices are listed below. The Issuer reserves the right (subject to the prior written approval of the Trustee) to vary or terminate the appointment of the Agents and to appoint successor agents at any time, having given not less than thirty (30) days' notice to the relevant Agent.

(e) Maintenance of Agents

The Issuer will at all times maintain a principal paying agent, an agent bank and a note calculation agent.

The Issuer reserves the right at any time to vary or terminate the appointment of the Principal Paying Agent and to appoint additional or other paying agents.

Notice of any change in the Principal Paying Agent or in its Specified Office shall promptly be given to the Noteholders in accordance with Condition 17 (Notices to Noteholders).

(f) Appointment and Removal of the Trustee

No person shall be appointed as Trustee under the Trust Deed and the Deed of Charge who has not previously been approved by the Protection Buyers and an Extraordinary Resolution of the holders of each Class of Notes then Outstanding in accordance with the Trust Deed. Any appointment of a new Trustee shall as soon as practicable thereafter be notified by the Issuer to the Principal Paying Agent, the Noteholders and the Protection Buyers. The Protection Buyers and the holders of each Class of Notes then Outstanding (by way of an Extraordinary Resolution) may together agree to jointly remove the Trustee. Pursuant to the Trust Deed, the removal of the Trustee shall not be effected unless there remains a trustee in office after such removal.

16. Replacement of Notes, Coupons, Receipts and Talons

If any Note, Coupon, Receipt or Talon is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the Specified Office of the Principal Paying Agent, subject to all applicable laws and stock exchange requirements, upon payment by the claimant of the expenses incurred in connection with such replacement and on such terms as to evidence, security, indemnity and otherwise as the Issuer may reasonably require. Mutilated or defaced Notes, Coupons, Receipts or Talons must be surrendered before replacements will be issued.

17. Notices to Noteholders

(a) Valid Notices and Date of Publication

Notices to Noteholders will be deemed to be validly given if published in a leading daily newspaper having general circulation in London (which is expected to be the Financial Times or, if in the opinion of the Trustee such publication shall not be practicable, in an English language newspaper of general circulation in Europe). The Issuer shall also ensure that all notices are duly published in a manner which complies with the rules and regulations of any listing authority, stock exchange and/or quotation system on which the Notes are for the time being listed. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the first date on which publication is made.

Until such time as any Definitive Notes are issued, there may, so long as Global Notes representing a Class of Notes are held in their entirety on behalf of Euroclear and/or Clearstream, Luxembourg, be substituted for publication in such newspaper(s) as are mentioned above the delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg for communication by them to the Noteholders and, in addition, for so long as any Class of Notes are listed on a stock exchange and the rules of that stock exchange or other relevant authority so require, such notice will be published in a daily newspaper of general circulation in the place or places required by that stock exchange or other

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relevant authority. Any such notice will be deemed to have been given on the date of delivery to Euroclear and/or Clearstream, Luxembourg or, if publication in any newspaper is required on the date of the first publication in all required newspapers.

(b) Other Methods

The Trustee may approve some other method of giving notice to the Noteholders if, in its opinion, that other method is reasonable having regard to market practice then prevailing and to the requirements of any stock exchange on which Notes are then listed and provided that notice of that other method is given to the Noteholders in the manner required by the Trustee.

(c) Couponholders and Receiptholders Deemed to Have Notice

Couponholders and Receiptholders shall be deemed for all purposes to have notice of the contents of any notice given to Noteholders. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the first date on which publication is made in the manner referred to above.

(d) Notices to Euronext Dublin

A copy of each notice given in accordance with this Condition 17 (Notices to Noteholders) shall be provided to Euronext Dublin (for so long as the Notes are listed on Euronext Dublin and the continuing obligation listing rules of Euronext Dublin so require).

(e) Notices under the Cash Administration Agreement

The Issuer shall procure that the Cash Administrator provides any notices to Noteholders that may be due pursuant to the terms of the Cash Administration Agreement.

18. Non-petition and Limited Recourse

(a) Each of the Noteholders by purchasing or subscribing for the Notes agrees with the Issuer that notwithstanding any other provision of the Transaction Documents, all obligations of the Issuer to the Noteholders, including, without limitation, its obligations under the Notes and the Transaction Documents, are limited in recourse as set out below:

(i) it will have a right of recourse only in respect of the Secured Property and will not have any claim, by operation of law or otherwise, against, or recourse to any of the Issuer's other assets or its contributed capital;

(ii) sums payable to each Noteholder in respect of the Issuer's obligations to such Noteholder shall be limited to the lesser of (a) the aggregate amount of all sums due and payable to such Noteholder and (b) the aggregate amounts received, realised or otherwise recovered by or for the account of the Trustee in respect of the Secured Property whether pursuant to enforcement of the Security or otherwise, net of any sums which are payable to other persons in priority to or pari passu with such Noteholder in accordance with the Applicable Priority of Payments; and

(iii) on the Final Redemption Date or following final distribution of net proceeds of enforcement of the Security, the Trustee gives written notice to the Noteholders that it has determined, in its sole discretion, that the Issuer has insufficient funds to pay in full all of the Issuer's obligations to the Noteholders, the Noteholders shall have no further claim against the Issuer in respect of any such unpaid amounts and such unpaid amounts shall be deemed to have been discharged in full.

(b) Subject to Condition 12 (Enforcement), none of the Noteholders or the parties to the Transaction Documents shall be entitled to petition or take any corporate action or other steps, actions or legal proceedings for the winding-up, dissolution, court protection, examinership, reorganisation, liquidation, bankruptcy or insolvency of the Issuer or for

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the appointment of a receiver, administrator, receiver or manager, administrative receiver, trustee, liquidator, examiner, sequestrator, bankruptcy official or similar officer in respect of the Issuer or any of its revenues or assets for so long as the Notes are Outstanding or for two (2) years and a day after all sums Outstanding and owing in respect of the Notes have been paid in full, provided that the Trustee may prove or lodge a claim in liquidation or bankruptcy of the Issuer initiated by another party and provided further that the Trustee may take proceedings to obtain a declaration or similar judgment or order as to the obligations and liabilities of the Issuer under the Trust Deed.

(c) None of the parties to the Transaction Documents shall have any recourse against any director, shareholder, or officer of the Issuer in respect of any obligations, covenant or agreement entered into or made by the Issuer pursuant to the terms of the Trust Deed or any other Transaction Document to which it is a party or any notice or documents which it is requested to deliver hereunder or thereunder.

(d) The provisions of this Condition 18 shall survive redemption of the Notes.

19. Rounding

For the purposes of any calculations referred to in these Conditions (unless otherwise specified in these Conditions) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with 0.000005 per cent. being rounded up to 0.00001 per cent.).

20. Contracts (Rights Of Third Parties) Act 1999

No person will have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999 but this shall not affect any right or remedy of a third party which exists or is available apart from that Act.

21. Governing Law

The Trust Deed and the Notes, and any non-contractual obligations arising out of or in connection with them, will be governed by English law.

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PERIODIC REPORTS

Motor Securities 2018-1 Designated Activity Company (DAC) - Investor Report

Closing Date 12 December 2019

Initial Reference Portfolio Notional Amount £749,998,425

Calculation Date Last working date of each month

Payment Date 27 January 2020 and 25th Business Day monthly thereafter

Reporting Period to Each Calculation Date (The Calculation Period)

Protection Buyer Santander Consumer Finance (UK) Santander House 86 Station Road Redhill RH1 1SR

Transaction Parties

Issuer Motor Securities 2018-1 Designated Activity Company

Trustee Citicorp Trustee Company Limited

Corporate Services Provider CSC Capital Markets (Ireland) Limited

Senior Protection Buyer Santander UK plc

Junior Protection Buyer Santander Consumer (UK) plc

Cash Administrator Santander Consumer (UK) plc

Agent Bank Citibank, N.A., London Branch

Principal Paying Agent Citibank, N.A., London Branch

Note Calculation Agent Santander Consumer (UK) plc

Calculation Agent Santander Consumer (UK) plc

Collateral Manager Santander UK plc

Custodian Citibank, N.A., London Branch

Account Bank Citibank, N.A., London Branch

Verification Agent a Big 4 Accounting Firm

Contacts [email protected]

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Monthly Interest Payment Class A Class B Class C Class D1 Class D2 Class E Adjusted Principal balance

(opening) ....................................... Interest Period (Start) ....................... Interest period (End) ........................ Actual Days (Act) ............................ Collateral Income (SONIA) ............. Protection Fee .................................. Protection Fee Shortfall Amount ..... Make-Up Protection Fee Amounts .. Total Interest Payment ..................

Protection Fee Amount under Junior Credit Protection Deed Amount (a) Tranche C Protection Fee Component Amount .......................... (b) Tranche D1 Protection Fee Component Amount ....................... (c) Tranche D2 Protection Fee Component Amount ........................ (d) SONIA Shortfall Amount ........................................................... (e) Make-Up Protection Fee Amounts .............................................. (f) Protection Fee Shortfall Amounts ............................................... (g) Protection Seller Expenses .......................................................... Total ...................................................................................................

Protection Fee Amount under Senior Credit Protection Deed Amount (a) Tranche A Protection Fee Component Amount .......................... (b) Tranche B Protection Fee Component Amount .......................... (c) Tranche E Protection Fee Component Amount .......................... (d) Make-Up Protection Fee Amounts ............................................. (e) Protection Fee Shortfall Amount ................................................ Total ...................................................................................................

Note Balance Class A Class B Class C Class D1 Class D2 Class E ISIN .................................. XS2082464020 XS2082464533 XS2082464616 XS2082464889 XS2082465001 XS2082465266 Rating (Moody's/KBRA) . NR NR A2/TBC Ba3/TBC NR NR Premium ........................... 0.50% 1.0% 3.25% 8.25% 11.00% 0% Opening Principal ............ 660,000,000 22,500,000 18,750,000 30,000,000 11,250,000 7,500,000 Principal Amortisation ..... - - - - - - Protection Payment

Amounts (+/-) .............. - - - - - - Closing Principal.............. - - - - - -

Portfolio Notional Amount Current Cumulative Reference Portfolio Notional Amount (opening) ............................................ Amortisation Amount ...................................................................................... Defaulted Notional Amount............................................................................. Recovery Amounts

Recoveries .................................................................................................... Late Recoveries ...........................................................................................

Reference Portfolio Notional Amount (closing) ............................................. Losses

Initial Loss Amount ..................................................................................... Final Loss Amount ......................................................................................

Portfolio Information Current Previous Initial Total Reference Obligation Notional Amount (excluding defaults) .................. Number of Reference Obligations (excluding defaults) ..................................... Average Current Balance of Reference Obligations (excluding defaults) ......... Number of Reference Entities (excluding defaults) ...........................................

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Credit Events in Current Reporting Period

Reference Obligation Identifier Credit Event

Type Credit Event

Date

Defaulted Notional Amount Initial Loss

Verified Credit Events in Current Reporting Period

Reference Obligation Identifier Credit Event

Type Defaulted Notional

Amount Initial Assumed

Loss

Potential Credit Events in Current Reporting Period

Reference Obligation Notional

Amount (£)


Amount (%) No. Loan No. Loan (%) Total ...................................................................

Credit Events (Cumulative)

Calculation Date

Credit Event Type

Defaulted Notional Amount

Initial Loss Claimed

Recovery Amount

(On Sale) Final Loss Claimed

Further Recovery Amounts

Protection Payments returned subject to Further

Recovery Amounts received

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Stratification Tables

Outstanding Principal Amount (£)


Amount (£)


Amount (%) No. Loan No. Loan (%) x≤0 ...................................................................... 0≤x≤1,500 .......................................................... 1,501≤x≤3,000 ................................................... 3,001≤x≤4,500 ................................................... 4,501≤x≤6,000 ................................................... 6,001≤x≤7,500 ................................................... 7,501≤x≤9,000 ................................................... 9,001≤x≤10,500 ................................................. 10,501≤x≤12,000 ............................................... 12,001≤x≤13,500 ............................................... 13,501+ .............................................................. Total ...................................................................

Vehicle Type


Amount (£)


Amount (%) No. Loan No. Loan (%) New .................................................................... Used .................................................................... Total ...................................................................

Original Term (Months)


Amount (£)


Amount (%) No. Loan No. Loan (%) 0≤x≤12 ............................................................... 12≤x≤24 ............................................................. 24≤x≤36 ............................................................. 36≤x≤48 ............................................................. 48≤x≤60 ............................................................. Total ...................................................................

Remaining Term (Months)


Amount (£)


Amount (%) No. Loan No. Loan (%) 0≤x≤12 ............................................................... 12≤x≤24 ............................................................. 24≤x≤36 ............................................................. 36≤x≤48 ............................................................. 48≤x≤60 ............................................................. Total ...................................................................

Seasoning (Months)


Amount (£)


Amount (%) No. Loan No. Loan (%) 0≤x≤12 .............................................................. 12≤x≤24 ............................................................ 24≤x≤36 ............................................................ 36≤x≤48 ............................................................ 48≤x≤60 ............................................................ Total ..................................................................

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Top Obligors


Amount (£)


Amount (%) No. Loan No. Loan (%) 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. Total ..................................................................

Top Ten Manufacturers


Amount (£)


Amount (%) No. Loan No. Loan (%) 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Total ..................................................................

Geography (Regional Area)


Amount (£)


Amount (%) No. Loan No. Loan (%) East Midlands .................................................... Greater London ................................................. North East ......................................................... North West ........................................................ Northern Ireland ................................................ Scotland ............................................................. South East ......................................................... South West ........................................................ Wales ................................................................. West Midlands .................................................. Total ..................................................................

Vehicle Type


Amount (£)


Amount (%) No. Loan No. Loan (%) New .................. Diesel ................................ Alternative Fuel ................ Petrol ................................. Used .................. Diesel ................................ Alternative Fuel ................ Petrol ................................. Total ..................................................................

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Portfolio APR Reference Obligation Notional

Amount (£)


Amount (%) No. Loan No. Loan (%) Min % [>] Max % [<=] 0

0 1 1 2 2 3 3 4 4 5 5 6 6 7 7 8 8 9 9 10 10 11 11 12 12 13 13 14 14 15 15 16 16 17 17 18 18 19 19 20 20 21 21 22 22 23 23 24 24 25 25 26 26 27 27 28 28 29 29 30 30 +

Total ..................................................................

Delinquency


Amount (£)


Amount (%) No. Loan No. Loan (%) Up to Date ......................................................... 1 - 30 DPD ........................................................ 31 - 60 DPD ...................................................... 61 - 90 DPD ...................................................... 91 - 120 DPD .................................................... 121 - 150 DPD .................................................. 151 - 180 DPD .................................................. 180+ DPD ......................................................... Total ..................................................................

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TAXATION IN IRELAND

Taxation of the Issuer

The Issuer will be taxable as a "qualifying company" pursuant to Section 110 of the Taxes Consolidation Act, 1997 of Ireland (as amended) (the "TCA 1997"). Profits arising to the Issuer shall be taxable at a rate of 25%. The rules applicable in order to calculate this tax are generally the same as those applicable to a regular trading company. All expenses that are not capital in nature and are wholly and exclusively for the purposes of the Issuer's activities and are not specifically prohibited by statute will be deductible from income in order to determine taxable profits. Any losses incurred by the Issuer will be available for set off against profits for any subsequent accounting period for so long as the Issuer continues to be subject to the Section 110 taxation regime. Where the interest on the Notes does not represent more than a reasonable commercial return on the principal outstanding and it is not to any extent dependent on the results of the Issuer's business (i.e. profit participating interest), the interest in respect of the Notes issued should be deductible in determining the taxable profits of the Issuer subject to the provisions of subsections (4A), (5) and (5A) of Section 110 of the TCA 1997.

However, where the interest on the Notes represents more than a reasonable commercial return on the principal outstanding or is to any extent dependent on the results of the Issuer's business, the interest will not be deductible if:

(i) at the time the interest is paid on the Notes, the Issuer is in possession, or aware, of information that can reasonably be taken to indicate that the payment is part of a scheme or arrangement, the main benefit or one of the main benefits of which is the obtaining of a tax relief or the reduction of a tax liability, the benefit of which would be expected to accrue to a person who, in relation to the Issuer is a "specified person" (as defined below); or

(ii) the interest:

(a) is paid to a person that is not resident in Ireland or is not otherwise within the charge to corporation tax in Ireland in respect of that interest; and

(b) is paid to a person that is not a pension fund, government body or other person resident in a relevant territory who, under the laws of that relevant territory (as defined below), is exempted from tax which generally applies to profits, income or gains in that territory (except where the person is a specified person); and

(c) is not subject, (1) to a tax under the laws of a relevant territory, without any reduction computed by reference to the amount of such interest, which generally applies to profits, income or gains received in the relevant territory by persons from outside the relevant territory, or (2) to Irish withholding tax at the standard rate of income tax (currently 20 per cent).

The provisions at (ii) above will not apply where the interest payment is made in respect of a specified instrument (as defined below), except where the interest is paid to a specified person and at the time the specified instrument was issued, the Issuer was in possession, or aware, of information, including information about any arrangement or understanding in relation to ownership of the specified instrument after that time, which could reasonably be taken to indicate that interest which would be payable in respect of that specified instrument would not be subject, without any reduction computed by reference to the amount of such interest, to a tax in a relevant territory which generally applies to profits, income or gains received in that territory, by persons, from sources outside that territory.

Where a payment is made out of the assets of the Issuer under a return agreement (as defined below) that is dependent on the results of the Issuer's business or any part of its business and that interest would not be deducted in computing the profits or gains of the Issuer if the payment was to be treated for the purposes of the TCA 1997 (other than Section 246 thereof) as a payment of interest in respect of securities of the Issuer other than a specified instrument that was dependent on the results of the Issuer's business, that payment will be treated as a payment of interest for the purposes of the provisions set out at (i) and (ii) above.

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For the purposes of this "Irish Taxation" section, terms have the meanings as set out below:

"specified person" currently means (i) a company which directly or indirectly controls (as defined in Section 11 TCA 1997) the Issuer or (ii) a person or connected persons from whom assets were acquired or to whom the Issuer has made loans or advances or with whom the Issuer has entered into certain specified agreements (as defined below), where the aggregate value of such assets, loans, advances or agreements represents not less than 75per cent. of the aggregate value of the qualifying assets of the Issuer. If the Finance Bill 2019 is enacted as published it will amend the definition of "specified person" in a number of ways including that 'control' at (i) above shall be determined broadly (A) by reference to the power to secure the affairs of the Issuer or (B) by a party exercising significant influence over the Issuer (and in respect of (B) only, which party also holds directly or indirectly more than (a) 20% of the issued share capital of the Issuer, (b) 20% of the principal value of any Notes issued by the Issuer on which profit dependent or excessive interest is payable or any such Notes having no principal value, or (c) the right to 20% of the interest payable in respect of any Notes attracting profit dependent or excessive interest);

"specified agreement" includes any agreement, arrangement or understanding that (a) provides for the exchange, on a fixed or contingent basis, of one or more payments based on the value, rate or amount of one or more interest or other rates, currencies, commodities, securities, instruments of indebtedness, indices, quantitative measures, or other financial or economic interests or property of any kind, or any interest therein or based on the value thereof, and (b) transfers to a person who is a party to the agreement, arrangement or understanding or to a person connected with that person, in whole or in part, the financial risk associated with a future change in any such value, rate or amount without also conveying a current or future direct or indirect ownership interest in an asset (including any enterprise or investment pool) or liability that incorporates the financial risk so transferred;

"specified instrument" means a quoted Eurobond for purposes of Section 64 of the TCA 1997 or a wholesale debt instrument within the meaning of Section 246A of the TCA 1997;

"relevant territory" means:

(i) a Member State of the European Union other than Ireland;

(ii) not being such a Member State, a territory with which Ireland has a signed a double taxation agreement that is in effect; and

(iii) a territory with the government of which arrangements have been made which on completion of the procedures set out in Section 826(1) of the TCA 1997 will have the force of law.

"return agreement" is a specified agreement whereby payments due under the specified agreement are dependent on the results of the Issuer's business or any part of the Issuer's business.

Taxation of Noteholders

The following is a general outline of certain Irish tax considerations relating to the Notes based on the current law and practice in Ireland. It does not purport to be a complete analysis of all Irish tax considerations relating to the Notes. It relates to the position of persons who are the absolute beneficial owners of Notes and may not apply to certain classes of persons such as dealers and certain tax exempt bodies. This general summary is based upon Irish taxation laws currently in force, regulations promulgated thereunder, specific proposals to amend any of the foregoing publicly announced prior to the date hereto and the currently published administrative practices of the Irish Revenue Commissioners, all as of the date hereof. Taxation laws are subject to change, from time to time, and no representation is or can be made as to whether such laws will change or what impact, if any, such changes will have on the statements contained in this summary. It is assumed for the purposes of this summary that any proposed amendments will be enacted in the form proposed. No assurance can be given that proposed amendments will be enacted as proposed or that legislative or judicial changes or changes in administrative practice will not modify or change the statements expressed herein.

This summary is of a general nature only. It does not constitute tax or legal advice and does not discuss all aspects of Irish taxation that may be relevant to any particular holder of Notes (including but not limited to social welfare taxes and health levies).

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PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISERS WITH RESPECT TO THE APPLICATION OF IRISH TAXATION LAWS TO THEIR PARTICULAR CIRCUMSTANCES IN RELATION TO THE PURCHASE, OWNERSHIP OR DISPOSITION OF NOTES.

Persons subject to Irish Income or Corporation Tax

In general, persons (individuals and companies) resident in Ireland are liable to Irish taxation on their worldwide income. Persons who are not resident in Ireland are liable to Irish taxation on their Irish source income unless specifically exempted.

Notes will be regarded as property situated in Ireland (on the grounds that a debt is deemed to be situate where the debtor resides). Interest earned on the Notes will be regarded as Irish source income. Accordingly, except as mentioned in the next paragraph, persons resident outside Ireland in receipt of such income will be liable to Irish income tax at the rates of tax detailed above for individuals. There is a statutory obligation to account to the Irish Revenue Commissioners for Irish income tax on a self-assessment basis and there is no obligation on the Irish Revenue Commissioners to issue or raise an assessment.

Persons exempted from Irish Income or Corporation Tax

For so long as the Issuer is taxable as a "qualifying company" pursuant to Section 110 of the TCA 1997 interest paid by the Issuer out of the assets of the Issuer to persons who are resident outside of Ireland and who are resident in a relevant territory (as defined above) will be exempt from Irish income tax.

Notwithstanding this exemption from income tax, a company that carries on a trade in Ireland through a branch or agency to which the Notes are attributed, may have a liability to Irish corporation tax on the interest. Noteholders receiving interest on the Notes which do not fall within the above exemptions may be within the charge to Irish income tax and the universal social charge on such interest.

Withholding Tax

In general, withholding tax (unless exempted) at the rate of 20 per cent must be deducted from yearly interest payments made by an Irish resident company. However, there is an exemption from withholding tax under Irish domestic law in respect of, inter alia, interest payments made by a qualifying company (within the meaning of Section 110 TCA 1997) provided the interest is paid to a person resident for tax purposes in a relevant territory (as defined above). For this purpose residence is determined by reference to the law of the country in which the recipient claims to be resident. This exemption from withholding tax will not apply, however, if the interest is paid to a company in connection with a trade or business carried on by it through a branch or agency located in Ireland. Ireland has entered into double tax treaties with 74 jurisdictions of which 73 are in force.

There is a further exemption from withholding tax under Irish domestic law in respect of interest on "quoted Eurobonds" in certain circumstances, which is expected to apply to the interest payments on the Notes. A "quoted Eurobond" is defined in Section 64 of the TCA 1997 as a security which:

(i) is issued by a company;

(ii) is quoted on a recognized stock exchange; and

(iii) carries a right to interest.

There is no obligation to withhold tax on quoted Eurobonds where:

(i) the person by or through whom the payment is made is not in Ireland, or

(ii) the payment is made by or through a person in Ireland, and

(a) the quoted Eurobond is held in a recognized clearing system (such as Euroclear and Clearstream), or

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(b) the person who is the beneficial owner of the quoted Eurobond and who is beneficially entitled to the interest is not resident in Ireland and has made an appropriate written declaration to this effect to a relevant person (such as a paying agent located in Ireland).

So long as the Notes are quoted on a recognised stock exchange and held in a recognised clearing system or if not so held, payments on the Notes are made by or through a paying agent that is not located in Ireland interest on the Notes can be paid without any withholding or deduction for or on account of Irish income tax.

Capital Gains Tax on Disposal of Notes

Persons who are resident in Ireland who realize a gain on the disposal of a Note may be liable to Irish taxation on capital gains at a rate of 33 per cent. of the amount of the chargeable capital gain. In addition, any currency gain realized by such a person from a U.S. denominated dollar offering may be also liable to capital gains at a rate of 33 per cent. of the amount of the chargeable capital gain.

Persons who are neither resident nor ordinarily resident in Ireland and, in the case of a company, a company not carrying on a trade in Ireland through a branch or agency will not be subject to Irish capital gains tax on the disposal of Notes.

Stamp Duty

For so long as the Issuer is a "qualifying company" within the meaning of Section 110 of the TCA 1997, Irish stamp duty will not be imposed on the issue or transfer of the Notes provided the money raised by the issue of the Notes is used in the course of the Issuer's business.

Capital Acquisitions Tax ("CAT")

If the Notes are comprised in a gift or inheritance taken from an Irish resident or ordinarily resident disponer or if the disponer's successor is resident or ordinarily resident in Ireland, or if the Notes are regarded as property situate in Ireland, the disponer's successor (primarily), or the disponer, may be liable to Irish Capital Acquisitions Tax (at a current rate of 33per cent.). The Notes, if in registered definitive form, would be regarded as property situate in Ireland if the principal register of the Notes is maintained in Ireland.

For the purposes of capital acquisitions tax, under current legislation a non-Irish domiciled person will not be treated as resident or ordinarily resident in Ireland for the purposes of the applicable legislation except where that person has been resident in Ireland for the purposes of Irish tax for the five (5) consecutive years of assessment immediately preceding the year of assessment in which the date of the gift or inheritance falls.

Encashment Tax

In certain circumstances, Irish tax will be required to be withheld at the standard rate of income tax (currently 20 per cent.) from interest on any Note, where such interest is collected or realised by a bank or encashment agent in Ireland on behalf of any Noteholder. There is an exemption from encashment tax where the beneficial owner of the interest is not resident in Ireland and has made a declaration to this effect in the prescribed form to the encashment agent or bank.

FATCA Implementation in Ireland

On 21 December 2012, the Governments of Ireland and the United States signed the Irish IGA. In July 2014, Ireland enacted Financial Accounts Reporting (United States of America) Regulations 2014 (the "Irish FATCA Regulations").

The Irish IGA and the Irish FATCA Regulations increase the amount of tax information automatically exchanged between Ireland and the United States. They provide for the automatic reporting and exchange of information in relation to accounts held in Irish "financial institutions" by U.S. persons and the reciprocal exchange of information regarding U.S. financial accounts held by Irish residents.

The Issuer intends to carry on its business in such a way as to ensure that it is treated as complying with FATCA pursuant to the terms of the Irish IGA and the Irish FATCA Regulations. The Issuer expects to be treated as a "financial institution". The Issuer shall be required to register with the US Internal Revenue

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Service as a "reporting financial institution" for FATCA purposes. In order for the Issuer to comply with its FATCA obligations it will be required to report certain information to the Irish Revenue Commissioners relating to Noteholders who, for FATCA purposes, are specified US persons, non-participating financial institutions or passive non-financial foreign entities ("NFFEs") that are controlled by specified US persons. Any information reported by the Issuer to the Irish Revenue Commissioners will be communicated to the US Internal Revenue Service pursuant to the IGA. It is possible that the Irish Revenue Commissioners may also communicate this information to other tax authorities pursuant to the terms of any applicable double tax treaty, intergovernmental agreement or exchange of information regime.

The Issuer shall be entitled to require Noteholders to provide any information regarding their FATCA status, identity or residency required by the Issuer to satisfy its FATCA obligations. Noteholders will be deemed, by their subscription for or holding of the Note to have authorised the automatic disclosure of such information by the Issuer or any other authorised person to the relevant tax authorities.

The Issuer should not generally be subject to FATCA withholding tax in respect of its US source income for so long as it complies with its FATCA obligations. However, FATCA withholding tax may arise on US source payments to the Issuer if the Issuer does not comply with its FATCA registration and reporting obligations and the US Internal Revenue Service has specifically identified the Issuer as being a 'non-participating financial institution' for FATCA purposes. In addition, the Issuer may be unable to comply with its FATCA obligations if Noteholders do not provide the required certifications or information. Noteholders should consult their own tax advisors as to the potential implication of the reporting requirements imposed on the Issuer by FATCA before investing.

Deductibility of Interest by Qualifying Companies Holding Specified Mortgages

As a result of changes to Section 110 of the TCA 1997 introduced in Finance Act 2016 a restriction on the deductibility of interest which represents more than a reasonable commercial return on the principal outstanding or is dependent on the results of the business of the "qualifying company" may apply to the extent that the "qualifying company" holds and/or manages one or more "specified mortgages" (as defined below), being, inter alia, a loan which is secured on, and which derives its value from, or the greater part of its value from, directly or indirectly, Irish land.

Finance Act 2017 extended the interest restriction introduced in Finance Act 2016 to profit participating or excessive interest paid by a "qualifying company" which holds and/or manages shares that derive their value, or the greater part of their value, directly or indirectly from Irish land assets in an Irish real estate fund (IREF) (within the meaning of Chapter 1B of Part 27 of the TCA).

For the purpose of the above, the following terms have the following meanings:

"specified mortgage" means:

a loan which is secured on, and which derives its value from, or the greater part of its value from, directly or indirectly, land in Ireland,

(a) a "specified agreement" (as defined above) which derives all of its value, or the greater part of its value, directly or indirectly, from land in Ireland or a loan to which paragraph (a) applies other than a loan or specified agreement which derives its value or the greater part of its value from a CLO transaction, a CMBS/RMBS transaction, a loan origination business or a sub-participation transaction (in each case as defined in Section 110(5A)(a) of the TCA 1997), or

(b) the portion of a specified security issued by a "qualifying company" and treated as attributable to the specified property business of the qualifying company in accordance with subsection (5A)(c)(ii) of Section 110 of the TCA 1997;

"specified security" means a security where Section 110(4) of the TCA 1997 would, or would but for subsection (5A) of Section 110 of the TCA 1997, apply to any interest or other distribution payable thereon;

"specified property business" in relation to a "qualifying company" means the whole, or part, of the business of the company that involves the holding, managing or both the holding and managing of (a) specified mortgages (as defined above), (b) units in an IREF (within the meaning of Chapter 1B of Part 27 of the TCA 1997), or (c) shares that derive their value from or the greater part of their value from, directly or indirectly, land in Ireland, and shall not include, (i) a CLO transaction, (ii) a CMBS/RMBS transaction,

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(iii) a loan origination business (in each case, as defined in Section 110(5A) of the TCA 1997), and (iv) a sub-participation transaction, or (v) activities which are preparatory to (i), (ii), (iii) and (iv) where the qualifying company, in respect of (i) or (ii), apart from activities incidental or preparatory to that transaction or business, carries on no other activities, and where the terms used and not otherwise defined above shall have the meanings set forth in subsection (5A) of Section 110 of the TCA 1997.

As such the restrictions on deductibility should not apply if, for example, either:

(a) the Issuer does not hold or manage specific mortgages, units in an IREF or shares delivering the greater part of their value from Irish real estate; or

(b) interest paid on the Notes is not profit dependent and does not exceed a reasonable commercial return.

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SUBSCRIPTION AND SALE

The Lead Manager, under a subscription agreement dated on or about 12 December 2019 (the "Subscription Agreement") between the Lead Manager and the Issuer, agreed with the Issuer to subscribe, or to procure subscriptions, for the Notes at the issue price of 100 per cent. of their initial principal amount, subject to certain conditions contained therein. The Issuer has agreed to indemnify the Lead Manager against certain liabilities incurred in connection with the offer and sale of the Notes.

The Subscription Agreement is subject to a number of conditions and may be terminated by the Lead Manager in certain circumstances prior to payment for the Notes to the Issuer.

Attention is also drawn to the information set out on the inside cover of this Information Memorandum.

United Kingdom

The Lead Manager has represented, warranted and undertaken that:

(a) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the "FSMA") with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and

(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer.

United States

(a) The Issuer and Lead Manager have represented, warranted and undertaken, each on their own behalf only, that neither of them nor any of their Affiliates (including any person acting on behalf of either of them or any of their Affiliates) has offered or sold, or will offer or sell, any Notes in any circumstances which would require the registration of any of the Notes under the Securities Act or the qualification of the Trust Deed as an indenture under the United States Trust Indenture Act of 1939 and, in particular, that:

(i) No directed selling efforts: neither of them nor any of their Affiliates nor any person acting on their behalf has engaged or will engage in any directed selling efforts with respect to the Notes;

(ii) No SUSMI: the Issuer and Lead Manager each reasonably believe that there is no substantial U.S. market interest in the Issuer's debt securities; and

(iii) the Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons.

Terms used in this paragraph (a) have the meanings given to them by Regulation S.

(b) The Notes will be issued in accordance with the provisions of U.S. Treasury Regulation Section 1.163-5(c)(2)(i)(D) (or substantially identical successor provisions) (the "TEFRA D Rules"). In relation to Notes to which the TEFRA D Rules apply, the Lead Manager represents, agrees and undertakes that:

(i) except to the extent permitted under the TEFRA D Rules, (i) it has not offered or sold, and during the restricted period (as defined in U.S. Treasury Regulation Section 1.163-5(c)(2)(i)(D)(7) (or substantially identical successor provisions)) will not offer or sell, Notes in bearer form to a person who is within the United States or its possessions or to a United States person, and (ii) the Lead Manager has not delivered and will not deliver within the United States or its possessions definitive Notes in bearer form that are sold during the restricted period;

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(ii) it has and throughout the restricted period it will have in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Notes in bearer form are aware that such Notes may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by the TEFRA D Rules;

(iii) if the Lead Manager is a United States person, it represents that it is acquiring the Notes in bearer form for purposes of resale in connection with their original issuance and, if the Lead Manager retains Notes in bearer form for its own account, it will only do so in accordance with the requirements of U.S. Treasury Regulation Section 1.163-5(c)(2)(i)(D)(6) (or substantially identical successor provisions);

(iv) with respect to each affiliate, if any, that acquires from the Lead Manager Notes in bearer form for the purpose of offering or selling such Notes during the restricted period, the Lead Manager either repeats and confirms the representations, warranties and undertakings to the effect set forth in sub-paragraphs (i), (ii) and (iii) of this paragraph (b) on such affiliate's behalf or agrees that it will obtain from such affiliate for the benefit of the Issuer the representations, warranties and undertakings contained in such sub-paragraphs (i), (ii) and (iii); and

(v) it shall obtain for the benefit of the Issuer, the representations, warranties and undertakings contained in sub-paragraphs (i), (ii), (iii), (iv) and this subparagraph (v) from any person other than its affiliate with whom it enters into a written contract (a "distributor" as defined in U.S. Treasury Regulation Section 1.163-5(c)(2)(i)(D)(4) (or substantially identical successor provisions)), for the offer and sale during the restricted period of the Notes in bearer form.

Terms used in this paragraph (b) have the meanings given to them by the U.S. Internal Revenue Code of 1986, as amended, and Treasury Regulations thereunder, including the TEFRA D Rules.

European Economic Area

Prohibition of Sales to EEA Retail Investors

The Lead Manager has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes to any retail investor in the European Economic Area. For the purposes of this provision the expression "retail investor" means a person who is one (or more) of the following:

(a) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or

(b) a customer within the meaning of Directive 2016/97/EU (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

France

The Lead Manager has represented, warranted and agreed that it has not offered or sold and will not offer or sell, directly or indirectly, any Notes to the public in France and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, this Information Memorandum or any other offering material relating to the Notes and such offers, sales and distributions have been and will be made in France only to (a) persons providing investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (b) qualified investors (investisseurs qualifiés), as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier.

Switzerland

The Notes shall not be publicly offered, sold, advertised, distributed or redistributed, directly or indirectly, in or from Switzerland, and neither this Information Memorandum nor any other solicitation for

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investments in the Notes may be communicated, distributed or otherwise made available in Switzerland in any way that could constitute a public offering within the meaning of Articles 652a and 1156 of the Swiss Code of Obligations (the "CO") or of Article 3 of the Swiss Federal Act on Collective Investment Schemes (the "CISA") unless the legal and regulatory conditions imposed on a public offering under the CO or CISA are satisfied. This Information Memorandum does not constitute a public offering within the meaning of Articles 652a, respectively 1156, of the CO and of Article 5 of the CISA and may not comply with the information standards required thereunder, and in particular with the guidelines on informing investors about structured products as published in July 2007 by the Swiss Bankers Association, as applicable.

The Notes do not constitute collective investments within the meaning of the CISA. Accordingly, holders of the Notes do not benefit from protection under the CISA or from the supervision of the Swiss Federal Banking Commission. Investors are exposed to the default risk of the Issuer.

Denmark

This Information Memorandum has not been filed with or approved by the Danish Financial Supervisory Authority or any other regulatory authority in the Kingdom of Denmark. The Notes have not been offered or sold and may not be offered, sold or delivered directly or indirectly in Denmark, unless in compliance with Chapter 6 or Chapter 12 of the Danish Act on Trading in Securities and executive orders issued pursuant thereto as amended from time to time.

Ireland

The Lead Manager has represented to and agreed with the Issuer that it will not offer, sell, place or underwrite or do anything in respect of the Notes other than in conformity with the provisions of:

(a) the Irish European Union (Markets in Financial Instruments) Regulations 2017 (as amended) ("MiFID Regulations"), including, without limitation, Regulation 5 (Requirement for authorisation (and certain provisions concerning MTFs and OTFs)) thereof, or any rules or codes of conduct made under the MiFID Regulations, the provisions of the Investor Compensation Act 1998 (as amended) and the Investment Intermediaries Act 1995, as amended, and they will conduct themselves in accordance with any codes and rules of conduct, conditions, requirements and any other enactment, imposed or approved by the Central Bank of Ireland with respect to anything done by them in relation to the Notes;

(b) the Irish Central Bank Acts 1942 – 2018 (as amended), and any codes of practice made under Section 117(1) of the Central Bank Act 1989 (as amended) and any regulations made under section 48 of the Central Bank (Supervision and Enforcement) Act 2013;

(c) the European Union (Prospectus) Regulations 2019 (S.I. No. 380 of 2019), EU Prospectus Regulation 2017/1129 and any rules and guidance issued under Section 1363 of the Companies Act, by the Central Bank;

(d) the Market Abuse Regulation (EU 596/2014) (as amended), ("MAR"), Directive 2014/57/EU on criminal sanctions for market abuse, the European Union (Market Abuse) Regulations 2016 (as amended) (2016 Regulations) and any rules and guidance issued under Section 1370 of the Companies Act by the Central Bank; and

(e) the Companies Act 2014 (as amended)

as each of the foregoing may be amended, restated, varied, supplemented and/or otherwise replaced from time to time.

Cayman Islands

The Lead Manager has represented, warranted and agreed that it has not, directly or indirectly, and will not sell or permit the Notes to be sold on the Issuer's behalf within the Cayman Islands and therefore the Issuer is not required to be registered as a foreign company in the Cayman Islands pursuant to the Companies Law (as amended) of the Cayman Islands.

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General

Except for listing the Notes on Euronext Dublin, and as otherwise described in this Information Memorandum no action is being taken in any jurisdiction that would or is intended to permit a public offering of the Notes, or the possession, circulation or distribution of this Information Memorandum or any other material relating to the Issuer or the Notes in any jurisdiction where action for that purpose is required. This Information Memorandum does not constitute, and may not be used for the purpose of, an offer or solicitation in or from any jurisdiction where such an offer or solicitation is not authorised. Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Information Memorandum nor any other offering material or advertisement in connection with the Notes may be distributed or published in or from any country or jurisdiction, except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction.

The Lead Manager has undertaken not to offer or sell any of the Notes, or to distribute this document or any other material relating to the Notes, in or from any jurisdiction except under circumstances that will result in compliance with applicable law and regulations.

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PURCHASE AND TRANSFER RESTRICTIONS

Resale

The Notes have not been and will not be registered under the Securities Act or any state securities or "Blue Sky" laws or the securities laws of any other jurisdiction and, accordingly, may not be reoffered, resold, pledged or otherwise transferred except in accordance with the restrictions set out herein.

Without limiting the foregoing, by holding a Note, each Noteholder acknowledges and agrees, among other things, that such Noteholder understands that the Issuer is not registered as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act").

Legend

Unless determined otherwise by the Issuer in accordance with applicable law and so long as any Notes are outstanding, Notes will bear a legend substantially set forth below:

THE NOTES ARE CONSTITUTED BY THE TRUST DEED, DATED ON OR ABOUT 12 DECEMBER 2019 (THE "TRUST DEED") BY AND BETWEEN THE ISSUER AND CITICORP TRUSTEE COMPANY LIMITED, AS TRUSTEE. COPIES OF THE TRUST DEED MAY BE OBTAINED BY NOTEHOLDERS FROM THE TRUSTEE.

ANY U.S. PERSON (AS DEFINED IN THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE CODE.

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS IN THE UNITED STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE MAY NOT BE REOFFERED, RESOLD, PLEDGED OR DELIVERED WITHIN THE UNITED STATES OR TO (A) U.S. PERSONS (AS DEFINED IN REGULATION S), OR (B) ANY PERSON THAT IS NOT A "NON-UNITED STATES PERSON" AS THAT TERM IS DEFINED IN RULE 4.7(A)(1)(IV) PROMULGATED BY THE COMMODITY FUTURES TRADING COMMISSION UNDER THE COMMODITY EXCHANGE ACT OF 1936 (AS AMENDED) ("U.S. PERSONS"). THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS NOTE, REPRESENTS THAT IT IS NOT A U.S. PERSON AND HAS OBTAINED THIS NOTE IN A TRANSACTION IN COMPLIANCE WITH THE SECURITIES ACT AND ALL OTHER APPLICABLE LAWS OF THE UNITED STATES OR ANY OTHER JURISDICTION, AND THE RESTRICTIONS ON SALE AND TRANSFER SET FORTH IN THE TRUST DEED. THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS NOTE, FURTHER REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE (OR ANY INTEREST HEREIN) EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND ALL OTHER APPLICABLE LAWS OF ANY JURISDICTION AND IN ACCORDANCE WITH THE RESTRICTIONS, CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE TRUST DEED TO A TRANSFEREE THAT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN A PRINCIPAL AMOUNT, WITH RESPECT TO THE NOTES OF NOT LESS THAN GBP 100,000 FOR THE PURCHASER AND FOR EACH ACCOUNT FOR WHICH IT IS ACTING. EACH PURCHASER OR TRANSFEREE OF THIS NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE TRUST DEED.

SOLELY FOR THE PURPOSES OF EACH MANUFACTURER'S PRODUCT APPROVAL PROCESS, THE TARGET MARKET ASSESSMENT IN RESPECT OF THE NOTES HAS LED TO THE CONCLUSION THAT: (I) THE TARGET MARKET FOR THE NOTES IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN DIRECTIVE 2014/65/EU (AS AMENDED, "MIFID II"); AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE NOTES TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR

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RECOMMENDING THE NOTES (A "DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE MANUFACTURERS' TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE NOTES (BY EITHER ADOPTING OR REFINING THE MANUFACTURERS' TARGET MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA ("EEA"). FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2016/97/EU (THE "INSURANCE DISTRIBUTION DIRECTIVE"), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II. CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE "PRIIPS REGULATION") FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.

ANY SALE OR TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE TRUSTEE OR ANY INTERMEDIARY.

IN ADDITION TO THE FOREGOING, THE ISSUER HAS THE RIGHT TO COMPEL ANY BENEFICIAL OWNER OF A NOTE THAT IS NOT A NON-U.S. PERSON, TO SELL SUCH NOTES, OR MAY SELL SUCH NOTES ON BEHALF OF SUCH OWNER.

EACH TRANSFEROR OF THIS NOTE AGREES TO PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE TRUST DEED TO THE TRANSFEREE. IN ADDITION TO THE FOREGOING, THE ISSUER MAINTAINS THE RIGHT TO RESELL ANY INTEREST IN THIS NOTE PREVIOUSLY TRANSFERRED TO HOLDERS NOT ELIGIBLE TO PURCHASE SUCH INTERESTS IN ACCORDANCE WITH AND SUBJECT TO THE TERMS OF THE TRUST DEED. HOWEVER, WITHOUT PREJUDICE TO THE RIGHTS OF THE ISSUER AGAINST ANY BENEFICIAL OWNER OR PURPORTED BENEFICIAL OWNER OF NOTES, NOTHING IN THE TRUST DEED OR THE NOTES SHALL BE INTERPRETED TO CONFER ON THE ISSUER, THE TRUSTEE OR THE PRINCIPAL PAYING AGENT ANY RIGHT AGAINST EUROCLEAR AND/OR CLEARSTREAM, LUXEMBOURG TO REQUIRE THAT EUROCLEAR AND/OR CLEARSTREAM, LUXEMBOURG, AS THE CASE MAY BE, REVERSE OR RESCIND ANY TRADE COMPLETED IN ACCORDANCE WITH THE RULES OF EUROCLEAR AND/OR CLEARSTREAM, LUXEMBOURG, AS THE CASE MAY BE.

BY ITS PURCHASE AND HOLDING OF A NOTE OR ANY INTEREST THEREIN, THE PURCHASER AND/OR HOLDER THEREOF AND EACH TRANSFEREE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED AT THE TIME OF ITS PURCHASE AND THROUGHOUT THE PERIOD THAT IT HOLDS SUCH NOTE OR INTEREST THEREIN, THAT (1) IT IS NOT AND WILL NOT BE (I) A BENEFIT PLAN INVESTOR (AS DEFINED IN SECTION 3(42) OF ERISA OR 29 CFR SECTION 2510.3-101) OR (II) A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY AND/OR THE PROHIBITED TRANSACTION PROVISIONS OF THE ERISA AND/OR SECTION 4975 OF THE CODE ("SIMILAR LAWS"), UNLESS SUCH ACQUISITION DOES NOT AND WILL NOT RESULT IN A NON EXEMPT VIOLATION OF ANY SIMILAR LAWS; AND (2) IT WILL NOT SELL OR OTHERWISE TRANSFER ANY NOTE OR INTEREST THEREIN TO ANY PERSON WITHOUT FIRST OBTAINING THE SAME FOREGOING REPRESENTATIONS, WARRANTIES AND COVENANTS FROM THAT PERSON.

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PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH IN THE TRUST DEED. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE PRINCIPAL PAYING AGENT. THE HOLDER OF THIS NOTE ACKNOWLEDGES THAT NOTWITHSTANDING ANY OTHER PROVISION OF THE TRUST DEED OR ANY OTHER TRANSACTION DOCUMENT, ALL PAYMENTS OF PRINCIPAL, INTEREST OR ANY OTHER AMOUNT TO BE MADE BY THE ISSUER IN RESPECT OF THE NOTES OR UNDER ANY TRANSACTION DOCUMENT WILL BE PAYABLE PURSUANT TO THE APPLICABLE PRIORITY OF PAYMENTS AND ONLY FROM, AND TO THE EXTENT OF, THE SUMS PAID TO, OR NET PROCEEDS RECOVERED BY OR ON BEHALF OF, THE ISSUER IN RESPECT OF THE SECURITY (AS DEFINED IN THE DEED OF CHARGE). IF THE PROCEEDS OF THE SECURITY (AS DEFINED IN THE DEED OF CHARGE) ARE NOT SUFFICIENT FOR THE ISSUER TO MEET ITS OBLIGATIONS IN RESPECT OF THE NOTES AND OTHER TRANSACTION DOCUMENTS, NO OTHER ASSETS OF THE ISSUER WILL BE AVAILABLE TO MEET SUCH INSUFFICIENCY.

NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, NO PARTICIPANT TO THIS TRANSACTION SHALL BE LIMITED FROM DISCLOSING THE UNITED STATES TAX TREATMENT OR THE UNITED STATES TAX STRUCTURE OF THIS TRANSACTION.

EACH TRANSFEROR OF THIS NOTE AGREES TO PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN TO THE TRANSFEREE.

Transfer Restrictions Applicable to the Notes:

(a) Each transferee of a Note or any interest therein will be deemed to have represented and agreed, that on and as of the relevant date of delivery of such Notes to it and in each case with respect to the Notes:

(i) it understands and acknowledges that the Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and that the Notes may not be offered or sold except in transactions exempt from, or not subject to, the registration requirements of the Securities Act or unless registered under the Securities Act;

(ii) it understands and acknowledges that the Issuer has not been registered under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act");

(iii) it is acquiring the Notes for its own account (not as a nominee or an agent);

(iv) it is a sophisticated investor with such knowledge and experience in financial and business matters, including but not limited to sales and purchases of the type of debt securities issued by the Issuer, as to be capable of evaluating the merits and risks of the purchase of the Notes; it has sought such financial, accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the Notes; it is able to bear the economic risk of an investment in the Notes and can afford a complete loss of an investment;

(v) in making the decision to purchase the Notes it has relied solely upon its own independent investigation;

(vi) it is not a U.S. Person and that it is presently located outside the United States (a "Non-U.S. Person") and is taking possession of the Notes in Regulation S form, where "U.S. Person" means (a) U.S. persons (as defined in Regulation S), or (b) any person that is not a "non-United States person" as that term is defined in Rule 4.7(a)(1)(iv) promulgated by the Commodity Futures Trading Commission under the Commodity Exchange Act of 1936 (as amended);

(vii) it understands and acknowledges that none of the parties to the transaction makes any representation that the information described in the Information Memorandum produced in respect of the Notes or which may otherwise be available (if any) to investors is

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sufficient for the purposes of demonstrating compliance with the Securitisation Regulation. Each transferee of the Notes acknowledges that it has sought its own advice regarding compliance with the Securitisation Regulation requirements and as to whether an investment in the Notes is permitted under applicable laws;

(viii) it is an eligible counterparty or professional client, each as defined in MiFID II, for the purposes of any product governance target market assessment in respect of the Notes; and

(ix) it shall not treat the Issuer as an "affiliate" for the purposes of the Interpretive Guidance and Policy Statement Regarding Compliance with Certain Swap Regulations, 78 Fed. Reg. 45292 (July 26, 2013) issued by the Commodity Futures Trading Commission.

(b) With respect to any transfer of a Note or any interest therein to any person:

(i) the Notes may only be transferred in denominations of GBP 100,000 and integral multiples of GBP 1,000 in excess thereof;

(ii) the Notes may only be transferred in accordance with all applicable securities laws of the United States; and

(iii) any purported transfer in violation of any securities laws of the United States or any provision of the Trust Deed or the Conditions will not be permitted.

(c) The Issuer shall have the right to compel any beneficial owner of any Note that is not a Non-U.S. Person, to sell such Notes, or may sell such Notes on behalf of such owner.

(d) The Notes are and will be subject to certain transfer restrictions as more fully set out in the Trust Deed and each transferor of the Notes shall provide notice of such transfer restrictions to any proposed transferee of the Notes.

(e) Each of the Issuer and the Trustee is entitled to rely upon these representations and warranties provided by a transferee.

(f) Each transferee of the Notes represents and will be required to represent throughout the time of its holding of any Notes that:

(i) it is not and is not deemed for purposes of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") to be (a) an "employee benefit plan" as defined in ERISA and subject to part 4 of subtitle B of title I of ERISA, (b) a "plan" as defined in and subject to section 4975 of the Code, or (c) any entity whose underlying assets are deemed for purposes of ERISA or the code to include "plan assets" by reason of such plan investment in the entity;

(ii) if, at any time, it will be an employee benefit plan that is not a benefit plan investor and that is subject to any U.S. Federal, state, or local law that is substantially similar to section 406 of ERISA or Section 4975 of the Code (a "Similar Law"), the purchase and holding of the notes do not and will not violate any Similar Law; and

(iii) it acknowledges and agrees that any purported transfer of any Note that does not comply with these requirements shall be null and void ab initio.

(g) Each transferee of the Notes acknowledges and agrees that this Global Note may only be held by a Non-U.S. Person.

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BOOK ENTRY CLEARANCE PROCEDURES

The information set out below has been obtained from information published by the Clearing Systems (as defined herein) and the Issuer believes that such sources are reliable, but prospective investors are advised to make their own enquiries as to such procedures. The Issuer accepts responsibility for the accurate reproduction of such information from public information published by the Clearing Systems and as far as the Issuer is aware and are able to ascertain from information published by the Clearing Systems, no facts have been omitted which would render the reproduced information inaccurate or misleading. In particular, such information is subject to any change in or reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream, Luxembourg (together, the "Clearing Systems") currently in effect and investors wishing to use the facilities of any of the Clearing Systems are therefore advised to confirm the continued applicability of the rules, regulations and procedures of the relevant Clearing System. None of the Common Depositary, the Issuer, the Note Trustee, the Security Trustee, the Lead Manager, any Paying Agent or the Protection Buyers (or any affiliate of any of the above, or any person by whom any of the above is controlled for the purposes of the Securities Act), will have any responsibility for the performance by the Clearing Systems or their respective direct or indirect participants or accountholders of their respective obligations under the rules and procedures governing their operations or for the sufficiency for any purpose of the arrangements described below.

Euroclear and Clearstream, Luxembourg

Custodial and depositary links have been established between Euroclear and Clearstream, Luxembourg to facilitate the initial issue of the Notes and cross-market transfers of the Notes associated with secondary market trading. See "Settlement and Transfer of Notes" below.


Euroclear and Clearstream, Luxembourg each hold securities for their customers and facilitate the clearance and settlement of securities transactions through electronic book-entry transfer between their respective accountholders. Indirect access to Euroclear and Clearstream, Luxembourg is available to other institutions which clear through or maintain a custodial relationship with an accountholder of either system. Euroclear and Clearstream, Luxembourg provide various services including safekeeping, administration, clearance and settlement of internationally-traded securities and securities lending and borrowing. Euroclear and Clearstream, Luxembourg also deal with domestic securities markets in several countries through established depositary and custodial relationships. Euroclear and Clearstream, Luxembourg have established an electronic bridge between their two systems across which their respective customers may settle trades with each other. Their customers are worldwide financial institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Investors may hold their interests in such Global Note Certificates directly through Euroclear or Clearstream, Luxembourg if they are accountholders ("Direct Participants") or indirectly ("Indirect Participants" and together with Direct Participants, "Participants") through organisations which are accountholders therein.

Book-Entry Ownership


Each Global Note Certificate will have an ISIN and a Common Code and will be deposited with the Common Depositary as common depositary for Euroclear and Clearstream, Luxembourg, and registered in the name of a nominee of the Common Depositary.

Payments and Relationship of Participants with Clearing Systems

Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a Note represented by a Global Note Certificate must look solely to Euroclear or Clearstream, Luxembourg for its share of each payment made by the Issuer to the holder of such Global Note Certificate and in relation to all other rights arising under the Global Note Certificates, subject to and in accordance with the respective rules and procedures of Euroclear or Clearstream, Luxembourg (as the case may be).

The Issuer expects that, upon receipt of any payment in respect of Notes represented by a Global Note Certificate, the depositary by whom such Note is held, or nominee in whose name it is registered, will immediately credit the relevant participants' or accountholders' accounts in the relevant Clearing System with payments in amounts proportionate to their respective beneficial interests in the principal amount of

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the relevant Global Note Certificate as shown on the records of the relevant clearing system or its nominee. The Issuer also expects that payments by Direct Participants in any Clearing System to owners of beneficial interests in any Global Note Certificate held through such Direct Participants in any clearing system will be governed by standing instructions and customary practices.

Save as aforesaid, such persons shall have no claim directly against the Issuer in respect of payments due on the Notes for so long as the Notes are represented by such Global Note Certificate and the obligations of the Issuer will be discharged by payment to the registered holder, as the case may be, of such Global Note Certificate in respect of each amount so paid. None of the Common Depositary, the Issuer, the Note Trustee, the Security Trustee, any Paying Agent, the Protection Buyers or the Corporate Services Provider will have any responsibility or liability for any aspect of the records relating to or payments made on account of ownership interests in any Global Note Certificate or for maintaining, supervising or reviewing any records relating to such ownership interests.

Settlement and Transfer of Notes

Subject to the rules and procedures of each applicable Clearing System, purchases of Notes held within a Clearing System must be made by or through Direct Participants, which will receive a credit for such Notes on the Clearing System's records. The ownership interest of each actual purchaser of each such Note (the "Beneficial Owner") will in turn be recorded on the Direct and Indirect Participant's records. Beneficial Owners will not receive written confirmation from any Clearing System of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which such Beneficial Owner entered into the transaction. Transfers of ownership interests in Notes held within the Clearing System will be effected by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in such Notes, unless and until interests in any Global Note Certificate held within a Clearing System are exchanged for Individual Note Certificates.

No Clearing System has knowledge of the actual Beneficial Owners of the Notes held within such Clearing System and their records will reflect only the identity of the Direct Participants to whose accounts such Notes are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by the Clearing Systems to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Trading between Euroclear and/or Clearstream, Luxembourg Participants

Secondary market sales of Book-Entry Interests in the Notes held through Euroclear or Clearstream, Luxembourg to purchasers of Book-Entry Interests in the Notes held through Euroclear or Clearstream, Luxembourg will be conducted in accordance with the normal rules and operating procedures of Euroclear and Clearstream, Luxembourg and will be settled using the procedures applicable to conventional US dollar-denominated bonds.

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GENERAL INFORMATION

1. All authorisations, consents and approvals to be obtained by the Issuer for, or in connection with, the creation and issue of the Notes, the performance by the Issuer of the obligations expressed to be undertaken by it and the distribution of this Information Memorandum have been obtained and are in full force and effect. The issue of the Notes has been authorised by a resolution of the Board of Directors of the Issuer passed on or about 28 November 2019.

2. Application has been made to Euronext Dublin for the Notes to be admitted to the Official List and trading on its Global Exchange Market. There can be no assurance that any such listing will be maintained.

The listing of the Notes will be cancelled if the Global Notes are not issued. The listing advisor responsible for such listing is Walkers Listing Services Limited.

Walkers Listing Services Limited is acting solely in its capacity as listing agent for the Issuer in relation to the Notes and is not itself seeking admission of the Notes to the Official List of Euronext Dublin or to trading on the Global Exchange Market.

3. Each Class of Notes have been accepted for clearance through Clearstream, Luxembourg, Euroclear as follows:

Common Code: ISIN:

Class A Notes:................................................................................. 208246402 XS2082464020 Class B Notes: ................................................................................. 208246453 XS2082464533 Class C Notes:................................................................................. 208246461 XS2082464616 Class D1 Notes:............................................................................... 208246488 XS2082464889 Class D2 Notes:............................................................................... 208246500 XS2082465001 Class E Notes: ................................................................................. 208246526 XS2082465266

4. The Issuer's Legal Entity Identifier (LEI) is 635400IZ8OI6VBVM4N84.

5. The Issuer is not involved, nor has been involved, in any legal, governmental or arbitration proceedings which may have, or have had, since the date of its incorporation, a significant effect on its financial position or profitability, nor is the Issuer aware that any such proceedings are pending or threatened.

6. Since 25 October 2018 (being the date of incorporation of the Issuer), the Issuer has not:

(a) commenced operations;

(b) made up annual financial accounts as at the date of this Information Memorandum; or

(c) entered into any contracts or arrangements not being in its ordinary course of business.

7. Since 25 October 2018 (being the date of incorporation of the Issuer), there has been no material adverse change in the financial position or prospects and no significant change in the financial or trading position of the Issuer.

8. For so long as the Notes are listed on Euronext Dublin, the Issuer will not provide post-issuance reporting other than the Investor Reports, which will be made available at the Specified Office of the Principal Paying Agent and at the Issuer's registered office and will be made available via a website, currently at https://EuroABS.com.

9. For so long as the Notes are admitted to listing on Euronext Dublin and the listing rules of Euronext Dublin so require, copies of the following documents will be available during usual business hours on any week day (excluding Saturdays, Sundays and public holidays) at the Specified Office of the Principal Paying Agent and at the Issuer's registered office free of charge from the date of this Information Memorandum:

(a) the most recently published Investor Report;

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(b) the latest annual financial reports of the Issuer (which will be prepared in accordance with Irish statutory requirements) will be available on or about 270 days after the preceding year end, with the first such financial reports being available on or about 270 days after the financial year ending 31 December 2019. No interim financial reports will be produced by the Issuer unless required by a future law or regulation;

(c) the Memorandum and Articles of Association of Santander Consumer (UK) plc;

(d) the annual financial reports of Santander Consumer (UK) plc for the financial years 2017 and 2018;

(e) the Memorandum and Articles of Association of Santander UK plc; and

(f) the annual financial reports of Santander UK plc for the financial years 2017 and 2018.

10. For the life of the Notes, copies of the following documents and this Information Memorandum may be inspected (in either physical or electronic format) (and, in the case of the documents listed in items (b)(i) to (xvi) (inclusive), may be obtained free of charge) during usual business hours on any week day (excluding Saturdays, Sundays and public holidays) at the Specified Offices of the Principal Paying Agent and at the registered office of the Issuer:

(a) the Memorandum and Articles of Association of the Issuer; and

(b) executed copies of the following documents:

(i) the Notes and the Conditions appended thereto;

(ii) the Trust Deed;

(iii) the Deed of Charge;

(iv) the Credit Protection Deeds;

(v) the Agency Agreement;

(vi) the Cash Administration Agreement;

(vii) the Junior Cash Deposit Bank Agreements;

(viii) the Senior Cash Deposit Bank Agreements;

(ix) the Custody Agreement;

(x) the Collateral Management Agreement;

(xi) the Account Bank Agreement; and

(xii) the Corporate Services Agreement.

11. The Issuer does not intend to accumulate a surplus.

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GLOSSARY OF DEFINED TERMS

In addition to the terms otherwise used and defined in this Information Memorandum or the Terms and Conditions of the Notes, the following terms (which are defined in the Transaction Documents) are used in this Information Memorandum:

"Account Bank Required Rating" means that the long-term, unsecured and unsubordinated debt obligations of the Account Bank are rated as high as "BBB" by Fitch, "BBB" by S&P and "Baa2" by Moody's.

"Affected Party" has the meaning given to that term in the definition of "Termination Event".

"Affiliate" means, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person (and, for this purpose, "control" means ownership of a majority of the voting power of the entity or person).

"Amortisation Amount" means:

(a) in respect of each Calculation Period which ends prior to the Effective Protection Termination Date, an amount equal to:

(i) the Maximum Reference Portfolio Notional Amount on the last day of that Calculation Period; minus

(ii) the Reference Portfolio Notional Amount on the last day of that Calculation Period (after giving effect to any Reductions occurring on or prior to that date); and

(b) in respect of any Calculation Period from (and including) the Calculation Period which ends on the Effective Protection Termination Date to (and including) the Calculation Period which ends on the Termination Date, zero.

"Appointee" means any delegate, agent, attorney, nominee, custodian, receiver or manager appointed by the Trustee pursuant to the provisions of the Trust Deed;

"Bankruptcy" means, in respect of a person or entity, that such person or entity:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b) becomes insolvent (which, for the avoidance of doubt, but without prejudice to the other paragraphs of this definition, will not be the case merely because the entity's liabilities at any time are greater than its assets at that time) or is unable to pay its debts or fails or admits, in writing in a judicial, regulatory or administrative proceeding or filing, its inability generally to pay its debts as they become due;

(c) makes a general assignment, scheme, arrangement or composition with or for the benefit of its creditors (including, without limitation, in respect of an individual, an individual voluntary arrangement if such entity is an individual) or such assignment, scheme, arrangement or composition becomes effective;

(d) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other similar relief under any bankruptcy or insolvency law or other law affecting creditors' rights, or any proceeding seeking to compromise or stay the claims of creditors under any corporate law at a time when the relevant entity is experiencing financial distress, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition:

(i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii) is not dismissed, discharged, stayed or restrained in each case within thirty (30) calendar days of the institution or presentation thereof;

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(e) has a resolution passed for its winding-up or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(f) seeks or becomes subject to the appointment of an administrator, examiner, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

(g) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within thirty (30) calendar days thereafter; or

(h) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in sub-paragraphs (a) to (g) (inclusive).

"Benefit" in respect of any asset, agreement, property or right (each a "Right" for the purpose of this definition) held, assigned, conveyed, transferred, charged, sold or disposed of by any person shall be construed so as to include:

(a) all right, title, interest and benefit, present and future, actual and contingent (and interests arising in respect thereof) of such person in, to, under and in respect of such Right and all Ancillary Rights in respect of such Right;

(b) all monies and proceeds payable or to become payable under, in respect of, or pursuant to such Right or its Ancillary Rights and the right to receive payment of such monies and proceeds and all payments made including, in respect of any bank account, all sums of money which may at any time be credited to such bank account together with all interest accruing from time to time on such money and the debts represented by such bank account;

(c) the benefit of all covenants, undertakings, representations, warranties and indemnities in favour of such person contained in or relating to such Right or its Ancillary Rights;

(d) the benefit of all powers of and remedies for enforcing or protecting such person's right, title, interest and benefit in, to, under and in respect of such Right or its Ancillary Rights, including the right to demand, sue for, recover, receive and give receipts for proceeds of and amounts due under or in respect of or relating to such Right or its Ancillary Rights; and

(e) all items expressed to be held on trust for such person under or comprised in any such Right or its Ancillary Rights, all rights to deliver notices and/or take such steps as are required to cause payment to become due and payable in respect of such Right and its Ancillary Rights, all rights of action in respect of any breach of or in connection with any such Right and its Ancillary Rights and all rights to receive damages or obtain other relief in respect of such breach.

"Big 4 Accounting Firm" means any of Deloitte & Touche; Ernst & Young; KPMG or PricewaterhouseCoopers or any Affiliate thereof.

"Business Day" means a day (other than a Saturday or Sunday) on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deficits) in London and Dublin.

"Calculation Date" means the last Business Day of each calendar month.

"Calculation Period" means the period commencing on (and including) a Calculation Date and ending on (but excluding) the next following Calculation Date, provided that, the initial Calculation Period will commence on (and include) the Effective Date, and the final Calculation Period will end on (and include) the Termination Date.

"Capital Requirements Regulation" or "CRR" means Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms.

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"Change in Tax Law" means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs after the date of the relevant Credit Protection Deed.

"Charged Assets" has the meaning ascribed to such term in Condition 4 (Security).

"Charged Accounts" means:

(a) the Issuer Account;

(b) the Cash Deposit Accounts;

(c) the Custody Accounts; and

(d) any bank or other account in which the Issuer may at any time acquire a Benefit (excluding the Issuer Profit Account) and over which the Issuer has created an Encumbrance in favour of the Trustee pursuant to the terms of the Deed of Charge.

"Collateral Cash" means all cash, distributions, monies and redemption proceeds denominated in GBP received by the Custodian for deposit from time to time into the Cash Custody Account.

"Collateral Securities" means any Eligible Securities owned by the Issuer, from time to time recorded in the Securities Custody Account.

"Conditions to Settlement" means:

(a) in respect of a Reference Obligation which is not an Initial Verifiable Reference Obligation, delivery by the relevant Protection Buyer of a Credit Event Notice pursuant to the terms of the relevant Credit Protection Deed; or

(b) in respect of a Reference Obligation which is an Initial Verifiable Reference Obligation, both the delivery by the relevant Protection Buyer of a Credit Event Notice pursuant to the terms of the relevant Credit Protection Deed together with the delivery by the Verification Agent of a Credit Event Verification Certificate pursuant to the terms of the relevant Credit Protection Deed.

"Credit Event" means in respect of a Reference Obligation, one or more of the following events:

(a) Failure to Pay;

(b) Bankruptcy in respect of any relevant Reference Borrower;

(c) Restructuring; or

(d) Voluntary Termination.

"Credit Loss Event Amount" means, in respect of a Reference Obligation which is subject to a Restructuring, an amount calculated by the Calculation Agent equal to the greater of zero and an amount equal to the accounting loss the Relevant Lender incurs calculated in accordance with the IFRS or other internationally recognised accounting rules in respect of such Restructuring.

"Credit Protection Period" means the period from and including 12.01 a.m. on the Effective Date to and including 11.59 p.m. on the Effective Protection Termination Date.

"Credit Protection Verification Report" means a report delivered by the Verification Agent pursuant to the terms of the relevant Credit Protection Deed which is substantially in the form set out in Schedule 7 (Form of Credit Protection Verification Report) to the relevant Credit Protection Deed.

"Cumulative Defaulted Notional Amounts" means, on any date, an amount equal to:

(a) the Cumulative Gross Default as at that date; minus

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(b) the sum of all Recoveries received on or prior to that date in respect of all Defaulted Reference Obligations in respect of which a Failure to Pay, Bankruptcy or Voluntary Termination has occurred (including any Recoveries included in the calculation of a Late Recovery Amount); minus

(c) the sum of all Late Recovery Amounts determined on or prior to that date in respect of all Reference Obligations in respect of which the Conditions to Settlement were satisfied following a Restructuring.

"Cumulative Gross Default" means, on any date, an amount equal to the sum, as at that date, of:

(a) the Defaulted Notional Amounts in respect of all Defaulted Reference Obligations other than in respect of a Restructuring; and

(b) the Credit Loss Event Amounts in respect of all Reference Obligations which were previously the subject of a Restructuring.

"Cured Reference Obligation" means a Reference Obligation in respect of which a Failure to Pay had occurred but the Relevant Lender has since determined that all overdue amounts in respect of such Reference Obligation have been paid in full (together with any interest on such amounts).

"Custodian Required Rating" means that the long-term, unsecured and unsubordinated debt obligations of the Custodian are rated at least as high as "BBB" by Fitch, "BBB" by S&P and "Baa2" by Moody's.

"Defaulted Notional Amount" means, in respect of any Defaulted Reference Obligation, and on any date, an amount equal to the lesser of:

(a) the Reference Obligation Notional Amount in respect of that Defaulted Reference Obligation; and

(b) the Total Exposure Amount in respect of that Defaulted Reference Obligation.

"Defaulted Reference Obligation" means a Reference Obligation in respect of which the Conditions to Settlement have been satisfied, provided that:

(a) such Reference Obligation shall cease to be a Defaulted Reference Obligation (and will automatically be a Reference Obligation again) upon becoming a Cured Reference Obligation; and

(b) in respect of a Reference Obligation in respect of which a Restructuring has occurred, such Reference Obligation will cease to be a Defaulted Reference Obligation (and will automatically be a Reference Obligation again) following:

(i) if such Reference Obligation is a Final Verifiable Reference Obligation, the verification of the Final Loss Amount in respect of that Restructuring pursuant to clause 5.7(b) (Verification of Final Loss Amount) of the relevant Credit Protection Deed; or

(ii) if such Reference Obligation is not a Final Verifiable Reference Obligation, the determination of the Final Loss Amount in respect of that Restructuring pursuant to clause 5.6(b) (Determination of Final Loss Amount) of the relevant Credit Protection Deed.

"Disposal" means, in respect of a Reference Obligation, that the entity which was the Relevant Lender on the Inclusion Date has disposed of all (a "Full Disposal") or some (a "Partial Disposal") of its interest in such Reference Obligation to another entity which is neither the Protection Buyers, nor an Affiliate of the Protection Buyers.

"Effective Date" means 12 December 2019.

"Effective Protection Termination Date" means the earlier of:

(a) the Scheduled Termination Date; and

(b) any Effective Protection Termination Date designated in accordance with clauses 11.1 (Consequences of an Event of Default) or 11.2 (Consequences of a Termination Event) of the relevant Credit Protection Deed.

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"Eligible Securities" means an Obligation which:

(a) is an Obligation of the UK government;

(b) is denominated in GBP;

(c) has a maturity date that is not later than the date falling two (2) Note Business Days prior to the next occurring Note Payment Date; and

(d) is held with a depository, meaning Euroclear, Clearstream, Luxembourg or The Depository Trust Company.

"Encumbrance" means:

(a) a mortgage, charge, pledge, lien or other encumbrance securing any obligation of any person;

(b) any arrangement under which money or claims to money, or the benefit of, a bank or other account may be applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person; or

(c) any other type of preferential arrangement (including any title transfer and retention arrangement) having a similar effect.

"Event of Default" means the occurrence of any of the following events:

(a) failure by such party to make, when due, any payment required to be made by it under the relevant Credit Protection Deed (including, for the avoidance of doubt, any amount which becomes due and payable following the Effective Protection Termination Date), if such failure is not remedied on or before the tenth (10th) Business Day after notice of such failure is given to such party;

(b) a Bankruptcy occurs in respect of such party; and

(c) failure by the Junior Protection Buyer to comply with its obligations under clauses 8.1(a) and 8.1(b) (Reporting) of the Junior Credit Protection Deed, if such failure is not remedied on or before the tenth (10th) Business Day after the Protection Seller or the Trustee gives notice of such failure to the Junior Protection Buyer.

For the avoidance of doubt, any resolution or recovery actions taken pursuant to Directive 2014/59/EU shall not of itself constitute an Event of Default.

"Excluded Amount" means, in respect of a Reference Obligation, any:

(a) default interest and fees for, and expenses, charges and costs, if any, arising as a consequence of, late payment; and

(b) administrative fees or charges or any fee payable upon purchase or return of the vehicle financed by that Reference Obligation and any interest accruing thereon.

"Extraordinary Resolution" means (i) a resolution passed at a Meeting duly convened and held in accordance with the provisions of the Trust Deed by a majority of not less than three quarters of the votes cast, or (ii) a Written Resolution;

"Failure to Pay" means, in respect of a Reference Obligation, either:

(a) that there are more than three (3) Instalments overdue in respect of that Reference Obligation, as shown in the latest Reference Portfolio Report;

(b) that the Reference Obligation is overdue in an aggregate amount which is not less than one and a half (1.5) Instalments overdue in respect of that Reference Obligation, as shown in the latest Reference Portfolio Report, and there have been at least three (3) Partial Payments in the last six (6) months without the occurrence of a Restructuring; or

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(c) such Reference Obligation has been written off in the accounts of the Relevant Lender in accordance with the Servicing Principles in circumstances which result in the Relevant Lender recording an accounting loss in respect of that Reference Obligation.

"Final Verifiable Reference Obligation" means each Defaulted Reference Obligation in respect of which the Verification Agent selects that Defaulted Reference Obligation to be a Final Verifiable Reference Obligation in accordance with the relevant Credit Protection Deed on or prior to the Calculation Date immediately following the Loss Determination Date in respect of that Defaulted Reference Obligation.

"Full Disposal" has the meaning specified in the definition of Disposal.

"Group Company" means any direct or indirect subsidiary of Santander UK Group Holdings plc.

"IFRS" means the International Financial Reporting Standards.

"Inclusion Date" means with respect to a Reference Obligation, the Effective Date.

"Initial Loss Percentage" means, in respect of each Reference Obligation, 50 per cent.

"Initial Reference Portfolio" means the obligations and related Reference Borrowers identified in the Reference Registry as of the Portfolio Cut-Off Date.

"Initial Reference Portfolio Notional Amount" means GBP 749,998,425.25.

"Initial Tranche A Notional Amount" means GBP 660,000,000.

"Initial Tranche B Notional Amount" means GBP 22,500,000.

"Initial Tranche C Notional Amount" means GBP 18,750,000.

"Initial Tranche D1 Notional Amount" means GBP 30,000,000.

"Initial Tranche D2 Notional Amount" means GBP 11,250,000.

"Initial Tranche E Notional Amount" means GBP 7,500,000.

"Initial Verifiable Reference Obligation" means each Reference Obligation in respect of which the Verification Agent selects that Reference Obligation to be an Initial Verifiable Reference Obligation in accordance with the relevant Credit Protection Deed on or prior to the Calculation Date immediately following the delivery of the Credit Event Notice in respect of that Reference Obligation.

"Insolvency Event" means, in respect of the Issuer, the occurrence of any or all of the events in Condition 11(a)(iii) (Insolvency, etc) and/or Condition 11(a)(iv) (Winding-up, etc).

"Instalment" means, in respect of a Reference Obligation, the monthly obligation of the Reference Borrower to pay any principal, interest and finance charges in respect of that Reference Obligation, but shall exclude any Excluded Amounts.

"Junior Cash Deposit Bank Required Rating" means that the long-term, unsecured and unsubordinated debt obligations of the Junior Cash Deposit Bank or any Relevant Guarantor are rated as high as "BBB-" by Fitch, "BBB-" by S&P and "Baa3" by Moody's.

"law" includes any treaty, law, rule, or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority), and "unlawful" will be construed accordingly.

"Loan Datatape" means the file entitled "Louis_LLD_Nov19Black" containing data relating to each Reference Obligation, including loan level and slotting classification details delivered by the Junior Protection Buyer to the Protection Seller on the Effective Date and files prepared using substantially the same template as such file subsequently delivered by the Junior Protection Buyer to the Protection Seller, in accordance with the terms of the Junior Credit Protection Deed.

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"Loss Balance" means, on any date, an amount equal to:

(a) the sum of all Initial Loss Amounts determined on or prior to that date in respect of all Defaulted Reference Obligations in respect of which a Failure to Pay or Bankruptcy occurred and which have not become Cured Reference Obligations in relation to that Credit Event; plus

(b) the sum of all positive and negative Verified Loss Amounts determined on or prior to that date in respect of all Defaulted Reference Obligations in respect of which a Failure to Pay, Bankruptcy or Voluntary Termination occurred; plus

(c) the sum of all Verified Loss Amounts determined on or prior to that date in respect of all Reference Obligations in respect of which a Restructuring has occurred and the Conditions to Settlement were satisfied; minus

(d) the sum of all Late Recovery Amounts determined on or prior to that date in respect of all Worked-Out Reference Obligations,

provided that, for the avoidance of doubt, if a Defaulted Reference Obligation is subsequently determined to have been a Non-Compliant Obligation, any Initial Loss Amount or Late Recovery Amount in respect of such Defaulted Reference Obligation shall be excluded from the Loss Balance.

"Loss Determination Date" means, in respect of a Defaulted Reference Obligation, the earlier of:

(a) if a Failure to Pay, Bankruptcy or Voluntary Termination occurred in respect of that Defaulted Reference Obligation, the date on which either:

(i) the Relevant Lender (or the Servicer on its behalf) shall have consummated the full sale or disposal of such Defaulted Reference Obligation in accordance with the Servicing Principles; or

(ii) the Servicer has determined, in accordance with the Servicing Principles and as reflected in the Relevant Lender's financial accounts, that the Defaulted Reference Obligation shall be written off (notwithstanding that the Servicer may continue to pursue the Reference Borrower for further Recoveries which would constitute Late Recovery Amounts),

and, in either case, the Relevant Lender has calculated the final accounting loss (if any) in respect of that Defaulted Reference Obligation;

(b) if a Restructuring occurred in respect of that Defaulted Reference Obligation, the date on which the Relevant Lender has determined, in its sole discretion and in accordance with the Servicing Principles, that it is able to calculate all components of the Credit Loss Event Amount; and

(c) the date falling two (2) years after the Effective Protection Termination Date.

"Make-Up Protection Fee Amount" means, in respect of each Tranche and the Payment Date, following the Calculation Date on which the Verified Loss Amount for a Defaulted Reference Obligation(s) is determined or any Defaulted Reference Obligation becomes a Cured Reference Obligation, an amount, which may be positive or negative, equal to the aggregate of the Protection Fee Component Amounts and the SONIA Amounts for that Tranche which would have been determined in respect of each previous Payment Date(s) had the amount of such Total Recoveries in respect of the relevant Defaulted Reference Obligation(s) been known or had it been known that such Defaulted Reference Obligation would become a Cured Reference Obligation, in each case, on the date on which the relevant Initial Loss Amount(s) were determined in respect of the relevant Credit Event(s) minus the aggregate of the actual Protection Fee Component Amounts and the SONIA Amounts for that Tranche determined in respect of each such previous Payment Date(s).

"Maximum Reference Portfolio Notional Amount" means, on any date, an amount equal to:

(a) the Initial Reference Portfolio Notional Amount; minus

(b) the Cumulative Defaulted Notional Amounts; minus

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(c) the sum of all Amortisation Amounts determined in respect of each Calculation Period ending prior to the Calculation Date immediately preceding such date.

"Meeting" means a meeting of Noteholders of any Class or Classes (whether originally convened or resumed following an adjournment).

"Obligation" means an obligation that (i) is in the form of or represented by a bond, note (other than notes delivered pursuant to loans), certificated debt security or other debt security, (ii) ranks at least pari passu with the obligations of the relevant obligor that are neither subordinated by their terms (or otherwise) nor secured, (iii) is payable in an amount equal to its stated principal amount, (iv) is not repayable in an amount determined by reference to any formula or index, (v) the repayment of which is not, pursuant to the terms of such obligation, subject to any contingency, (vi) except in respect of an Obligation which does not bear interest or bears a negative rate of interest, bears interest at either a fixed rate or a floating rate that is paid on a periodic basis and is computed on a benchmark plus or minus a margin, if any, and (vii) except in respect of an Obligation which does not bear interest or bears a negative rate of interest, does not have a principal amount due at maturity that varies or that is less than the amount advanced to the relevant obligor.

"Outstanding Principal Amount" means in respect of each Reference Obligation and on any date, the sum of the aggregate principal amount outstanding owed to the Relevant Lender in respect of that Reference Obligation.

"Partial Disposal" has the meaning specified in the definition of Disposal.

"Partial Payment" means, in respect of a Reference Obligation, the receipt by the Relevant Lender of an amount in respect of an Instalment that is less than or equal to ninety per cent of the scheduled Instalment Amount for a relevant Calculation Period.

"Payment Date" means:

(a) 25th day of each month from and including 25 January 2020 and ending on and including the Termination Date, provided that, if any such date is not a Business Day, the Payment Date shall fall on the next Business Day; and

(b) the Effective Protection Termination Date.

"Posted Collateral" means Collateral Cash or Collateral Securities.

"Potential Credit Event" means, in respect of a Reference Obligation:

(a) the failure by the relevant Reference Borrower to make, where and when due, any payments under such Reference Obligation in accordance with the terms of such Reference Obligation at the time of such failure, but where a Failure to Pay has not yet occurred; or

(b) the relevant Reference Borrower notifies the Relevant Lender that it intends to exercise its Voluntary Termination Right in respect of such Reference Obligation.

"Protected Commitment" means, in respect of a Reference Obligation at any time, a fraction, expressed as a percentage, equal to:

(a) the Reference Obligation Notional Amount in respect of that Reference Obligation; divided by

(b) the Outstanding Principal Amount.

"Protected Percentage" means, in respect of a Defaulted Reference Obligation at any time, a fraction, expressed as a percentage, equal to:

(a) the Defaulted Notional Amount in respect of that Defaulted Reference Obligation at the time of the Credit Event; divided by

(b) the Total Exposure Amount in respect of that Defaulted Reference Obligation.

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"Protection Fee Component Amount" means:

(a) in respect of the Junior Credit Protection Deed, each of the Tranche C Protection Fee Component Amount, the Tranche D1 Protection Fee Component Amount and the Tranche D2 Protection Fee Component Amount; and

(b) in respect of the Senior Credit Protection Deed, each of the Tranche A Protection Fee Component Amount, the Tranche B Protection Fee Component Amount and the Tranche E Protection Fee Component Amount.

"Protection Payment Amount" means:

(a) in respect of the Junior Credit Protection Deed on any Calculation Date, each of the Tranche C Protection Payment Amount, the Tranche D1 Protection Payment Amount and the Tranche D2 Protection Payment Amount in respect of that Calculation Date; and

(b) in respect of the Senior Credit Protection Deed on any Calculation Date, each of the Tranche A Protection Payment Amount, the Tranche B Protection Payment Amount and the Tranche E Protection Payment Amount in respect of that Calculation Date.

"Protection Seller Expenses" means, in respect of any Calculation Period, an amount sufficient to discharge the Protection Seller's costs and expenses incurred during that Calculation Period in connection with this transaction.

"Recoveries" means, in respect of a Defaulted Reference Obligation in respect of which a Failure to Pay, Bankruptcy or Voluntary Termination has occurred, the Protected Percentage multiplied by all amounts, whether in cash or otherwise, recovered and applied by the Relevant Lender in respect of principal upon a work-out of such Defaulted Reference Obligation in or towards discharge of the Defaulted Reference Obligation and/or reduction of the loss incurred by the Relevant Lender in respect of such Defaulted Reference Obligation in accordance with the Servicing Principles. For the purpose of determining the Recoveries, if a Defaulted Reference Obligation is subject to any refinancing or restructuring following the occurrence of the relevant Credit Event, any such refinanced or restructured obligation (each a "Work-Out Obligation") shall not itself constitute Recoveries, but any amounts recovered by the Relevant Lender in respect of any such Work-Out Obligation shall constitute Recoveries. The Recoveries may not be less than zero.

Such Recoveries shall:

(a) subject to the following paragraphs (b) to (l) of this definition, include any amounts so recovered and applied by the Relevant Lender in respect of the Defaulted Reference Obligation and any Work Out Obligations following the date on which the relevant Credit Event occurred;

(b) exclude any payments received by the Relevant Lender in respect of interest, fees or any indemnities (other than indemnities in respect of a principal amount) in respect of the Defaulted Reference Obligation and any Work-Out Obligations, provided that, for the avoidance of doubt, any amounts determined pursuant to paragraphs (f), (g) and (h) of this definition shall not be reduced by operation of this sub-paragraph;

(c) include amounts recovered from any third party (including any guarantor of the Defaulted Reference Obligation or any Work-Out Obligations or any other third party in respect of which either the Reference Borrower or the Relevant Lender may have any claim in connection with the vehicle which was financed by the Defaulted Reference Obligation) in respect of principal, but excluding any amount received from the Protection Seller pursuant to the Credit Protection Deeds;

(d) include the proceeds of any insurance received by the Relevant Lender;

(e) include the proceeds of enforcement of any security in respect of the Defaulted Reference Obligation and any Work-Out Obligations;

(f) include any amounts received by way of the operation of any set-off to the extent these are in respect of principal;

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(g) to the extent the Relevant Lender receives amounts which may be attributable to more than one obligation of the Reference Borrower in respect of that Reference Obligation, be allocated between the Defaulted Reference Obligation or any Work-Out Obligations (as applicable) and such other obligations in accordance with the ranking of such obligations. The allocation of any amounts referred to in this paragraph (g) between the Defaulted Reference Obligation or any Work-Out Obligations (as applicable) and any other obligations ranking pari passu with the Defaulted Reference Obligation shall be on a pro rata basis, by reference to the Total Exposure Amount of the Defaulted Reference Obligation and the aggregate principal amounts outstanding owed to the Relevant Lender in respect of such other pari passu obligations as of the date on which the Credit Event occurred;

(h) if the Relevant Lender disposes of the Defaulted Reference Obligation or any Work-Out Obligations in accordance with the Servicing Principles, include the net proceeds of such disposal prior to deducting any portion of those net proceeds which represents accrued but unpaid interest on such Defaulted Reference Obligation or Work-Out Obligations;

(i) be reduced by any Vehicle Improvement Amounts and any fees or expenses duly incurred and paid to third parties in respect of the recovery of the Defaulted Reference Obligation or any Work-Out Obligations and not take into account any internal costs or fees of the Relevant Lender (or, if applicable, the Servicer);

(j) in the case of any non-cash assets (other than a Work-Out Obligation) received by the Relevant Lender in satisfaction of the Reference Borrower's obligations under a Defaulted Reference Obligation or any Work-Out Obligation:

(i) if the Relevant Lender disposes of such non-cash assets prior to or on the Loss Determination Date, include the cash proceeds received upon such disposal; and

(ii) if the Relevant Lender does not dispose of such non-cash assets prior to or on the Loss Determination Date, take into account the market value (as determined by the Calculation Agent) as at the Loss Determination Date; and

(k) exclude any amounts received by the Relevant Lender in any agency capacity which are to be paid to any other lender in respect of the Defaulted Reference Obligation or any Work-Out Obligations; and

(l) in the case of a Voluntary Termination, include any proceeds from the sale of the Reference Vehicle.

"Reduction" means, any reduction in the Reference Obligation Notional Amount in respect of a Reference Obligation or any Removal.

"Reference Date" means 29 November 2019.

"Reference Portfolio" means the portfolio of Reference Obligations from time to time as determined in accordance with the provisions of the relevant Credit Protection Deed.

"Reference Portfolio Notional Amount" means, on any date of determination, an amount equal to the aggregate of the Reference Obligation Notional Amounts of all Reference Obligations comprising the Reference Portfolio on that date that are not Defaulted Reference Obligations.

"Reference Registry" means a registry established by the Protection Buyers on the Effective Date and containing details of the Reference Portfolio, as updated from time to time in accordance with the terms of the relevant Credit Protection Deed.

"Reference Vehicle" means in respect of a Reference Obligation, the vehicle the purchase of which was financed by that Reference Obligation.

"Regulator Notification" means a notification to the Protection Buyers by any applicable regulator that the amount of regulatory capital which either Protection Buyer is required to hold in respect of the Reference Portfolio is materially greater than the amount of regulatory capital which the Protection Buyers anticipated being required to hold in respect of the Reference Portfolio as a consequence of entering into

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the transaction contemplated by the relevant Credit Protection Deed (determined by reference to the Relevant Regulations). For the avoidance of doubt, a Regulator Notification includes notification of unanticipated material add-ons, buffers or other additions to the amount of regulatory capital required to be held by the Protection Buyers where the calculation of such amounts is not explicitly provided for in the Relevant Regulations and are being applied as a direct consequence of the transaction represented by the relevant Credit Protection Deed.

"Regulatory Event" means:

(a) a Protection Buyer receives a Regulator Notification; or

(b) in the sole opinion of the relevant Protection Buyer, there is a material adverse change in either Protection Buyer's ability to reflect the full regulatory capital benefit of the transaction contemplated by the relevant Credit Protection Deed as anticipated by the relevant Protection Buyer on the Effective Date (determined by reference to the Relevant Regulations) as a result of the enactment or effective date of or supplement or amendment to, or a change in, law, policy or official interpretation of any relevant regulations (other than the entry into force and implementation of the Relevant Regulations) or as a result of any official communication, interpretation or determination made by any relevant regulatory authority,

in each case occurring after the Effective Date and which cannot be avoided by the Protection Buyers using commercially reasonable efforts. Each Protection Buyer shall be required, as a condition precedent to its ability to designate an Effective Protection Termination Date following the occurrence of Regulatory Event, to supply a certificate, signed by two managing directors (or other substantially equivalent title) of the relevant Protection Buyer, confirming the occurrence of such Regulatory Event and containing a description in reasonable detail of the facts relevant to the determination that a Regulatory Event has occurred, together with all relevant calculations involved in such determination.

"Relevant Guarantor" means any person or entity who fully and unconditionally guarantees the Junior Cash Deposit Bank's obligations under the Junior Cash Deposit Bank Agreement.

"Relevant Lender" means, in respect of each Reference Obligation, the Santander Entity which owns that Reference Obligation from time to time. For the avoidance of doubt, the Relevant Lender may be an entity other than a Protection Buyer.

"Relevant Regulations" means the Capital Requirements Regulation and other regulatory requirements in force on the Effective Date including:

(a) Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 575/2013; and

(b) Regulation (EU) 2017/2401 of the European Parliament and of the Council of 12 December 2017 amending the Capital Requirements Regulation,

but excluding any regulatory technical standards or other regulatory policies supplementing or implementing any of the foregoing which are published after the Effective Date.

"Removal" means the removal of a Reference Obligation from the Reference Portfolio.

"Repayment" means, in respect of a Reference Obligation (including a Reference Obligation which was previously the subject of a Restructuring but has ceased to be a Defaulted Reference Obligation), any principal repayment (including mandatory repayments and prepayments) received by the Relevant Lender in respect of such Reference Obligation, provided that, if the Conditions to Settlement are satisfied in respect of a Reference Obligation, any amounts received during the period from the date on which the relevant Credit Event occurred, to the Loss Determination Date, shall not constitute a Repayment but will be deemed to constitute Recoveries (and, for the avoidance of doubt, if the Conditions to Settlement are not satisfied, any such amounts shall constitute a Repayment)."Restructured Principal Amount" means, where the Credit Event specified in the relevant Credit Event Notice is a Restructuring, the Reference Obligation Notional Amount minus the Credit Loss Event Amount, if any.

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"Restructuring" means, in respect of a Reference Obligation, the forgiveness or postponement of principal, interest or fees in respect of or a change in the subordination, ranking or priority of such Reference Obligation in circumstances where there is or has been a deterioration in the creditworthiness or financial condition of the relevant Reference Borrower, in either case, in accordance with the Servicing Principles and with the involvement of the Protection Buyers' or the Relevant Lender's arrears management division (or its successors) and which results in or occurs at a time when the Relevant Lender has recorded a Credit Loss Event Amount greater than zero and a debit to the profit and loss account of the Relevant Lender in respect of such Reference Obligation at the completion of the restructuring, provided that the same is effected:

(a) with regard to the standards of a reasonable and prudent lending institution (disregarding for such purposes the effect of the credit protection provided by the relevant Credit Protection Deed in respect of such Reference Obligation but taking into account any security allocable to that Reference Obligation); and

(b) in a manner designed to minimise any expected loss in respect of such Reference Obligation.

A change in the currency in which any payments or repayments of principal amounts, interest or fees in respect of such Reference Obligation are denominated shall not constitute a Restructuring of such Reference Obligation.

"Santander Consolidated Group" means the group of entities comprising the Protection Buyers and each other entity included in the scope of regulatory supervision on a consolidated basis.

"Santander Entity" means the Protection Buyer or another entity within the same ring-fenced banking group in the UK as the Protection Buyer.

"Scheduled Termination Date" means the Scheduled Redemption Date.

"Servicing Principles" means, with respect to each Reference Obligation, the relevant servicer's established procedures from time to time for servicing loans that are similar in type to the relevant Reference Obligation.

"SONIA Amount" means, in respect of each Tranche and each Note Interest Period, the amount determined pursuant to Condition 6(c)(i) (Calculation of Interest Amount) for the corresponding Class of Notes for that Note Interest Period.

"SONIA Shortfall Amount" means, in respect of each Note Interest Period, an amount, which may be positive or negative or equal to zero, equal to:

(a) the aggregate of the amount determined pursuant to Condition 6(c)(i) (Calculation of Interest Amount) for that Note Interest Period in respect of each Class of Junior Notes; minus

(b) the sum of all positive or negative interest paid on or charged in respect of the Junior Cash Deposit Account (if any) in respect of that Note Interest Period and any positive or negative Custody Income Proceeds (if any) in respect of that Note Interest Period.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under the Credit Protection Deeds other than a stamp, registration, documentation or similar tax, including any FATCA Withholding Tax.

"Termination Date" means the Effective Protection Termination Date, provided that, if on the Effective Protection Termination Date there are:

(a) Defaulted Reference Obligations in respect of which the Verified Loss Amount has not yet been determined and, if the relevant Defaulted Reference Obligation is a Final Verifiable Reference Obligation, confirmed by the Verification Agent;

(b) Reference Obligations in respect of which a Credit Event Notice has been delivered and in respect of which it is still possible to satisfy the Conditions to Settlement; or

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(c) Reference Obligations in respect of which a Potential Credit Event Notice has been delivered and in respect of which it is still possible for such Potential Credit Event to become a Credit Event,

the Termination Date shall be the Payment Date immediately following the latest to occur of the following:

(i) the date on which it is no longer possible for the Conditions to Settlement to be satisfied in respect of any Reference Obligation in respect of which the Conditions to Settlement were not satisfied on the Effective Protection Termination Date; and

(ii) the date on which the Verified Loss Amount has been determined and, if the relevant Defaulted Reference Obligation is a Final Verifiable Reference Obligation, confirmed by the Verification Agent, or on which the Total Loss Amount is determined to be zero pursuant to clause 5.7(c) (Verification of Final Loss Amount) of the relevant Credit Protection Deed, in respect of all Defaulted Reference Obligations (including any Reference Obligations in respect of which a Credit Event Notice or Potential Credit Event Notice had been delivered on or prior to the Effective Protection Termination Date but in respect of which the Conditions to Settlement were satisfied following the Effective Protection Termination Date).

"Termination Event" means the occurrence of any of the following events:

(a) due to an event or circumstance (other than any action taken by a party) occurring after the date of the relevant Credit Protection Deed, it becomes unlawful under any applicable law (including without limitation the laws of any country in which payment or compliance is required by either party) on any day, or it would be unlawful if the relevant payment or compliance were required on such day for a party (which will be the Affected Party) to perform any absolute or contingent obligation to make a payment under the relevant Credit Protection Deed, to receive a payment under the relevant Credit Protection Deed or to comply with any other material provision of the relevant Credit Protection Deed (an "Illegality");

(b) due to a Change in Tax Law, a party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding due date for payment under the Junior Credit Protection Deed be required to receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax and, where the recipient is the Protection Seller, the Junior Protection Buyer has not elected to pay the additional amount under clause 13.3 (Deductions and Withholdings) of the Junior Credit Protection Deed (a "Tax Event");

(c) irrevocable notice is given by the Protection Seller that a redemption of the Notes will occur pursuant to Condition 7(e) (Optional Redemption of the Notes in Whole for Tax Reasons) (a "Note Tax Event"); or

(d) irrevocable notice is given by the Protection Seller that a redemption of the Notes will occur pursuant Condition 11(d) (Consequences of Notes becoming Due and Payable and Delivery of Note Enforcement Notice) as a result of the occurrence of a Note Event of Default pursuant to Condition 11(a)(v) (Illegality) (a "Note Illegality Event");

(e) either:

(i) the Reference Portfolio Notional Amount is, or will be when calculated at the next succeeding Calculation Date, equal to or less than 10 per cent. of the Initial Reference Portfolio Notional Amount (a "Clean-Up Call Event"); or

(ii) a Regulatory Event occurs.

"Total Exposure Amount" means, in respect of a Defaulted Reference Obligation, the Outstanding Principal Amount of that Defaulted Reference Obligation at the time of the Credit Event.

"Total Recoveries" means, in respect of a Defaulted Reference Obligation, the aggregate amount of Recoveries recovered by the Relevant Lender during the period from (and including) the occurrence of the Credit Event to (and including) the Loss Determination Date.

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"Tranche" means each tranche of the Reference Portfolio as represented from time to time by each of the Tranche A Notional Amount, the Tranche B Notional Amount, the Tranche C Notional Amount, the Tranche D1 Notional Amount, the Tranche D2 Notional Amount and the Tranche E Notional Amount.

"Tranche A Amortisation Amount" means, on any date, an amount equal to the sum of all Tranche A Periodic Amortisation Amounts determined prior to that date.

"Tranche A Loss Balance" means, on any date, the lesser of:

(a) the Loss Balance on such date minus the sum of the Tranche B Loss Balance, the Tranche C Loss Balance, the Tranche D1 Loss Balance, the Tranche D2 Loss Balance and the Tranche E Loss Balance on such date; and

(b) the Initial Tranche A Notional Amount minus the Tranche A Amortisation Amount on such date.

"Tranche A Notional Amount" means, on any date, the greater of zero and an amount equal to:

(a) the Initial Tranche A Notional Amount; minus

(b) the Tranche A Amortisation Amount on such date; minus

(c) the Tranche A Loss Balance on that date.

"Tranche A Periodic Amortisation Amount" means, in respect of each Calculation Date, the lesser of:

(a) the Amortisation Amount for the Calculation Period ending on that Calculation Date; and

(b) the Tranche A Notional Amount in respect of that Calculation Date (after giving effect to any adjustment to the Tranche A Loss Balance on that Calculation Date but prior to taking into account any change to the Tranche A Amortisation Amount on that date).

"Tranche A Protection Fee Component Amount" means, in respect of each Payment Date, an amount equal to the product of:

(a) the Tranche A Notional Amount on the first day of the Calculation Period ending immediately prior to that Payment Date;

(b) the Tranche A Protection Fee Component Rate; and

(c) the actual number of days in the Calculation Period ending immediately prior to that Payment Date divided by 365.

"Tranche A Protection Fee Component Rate" means 0.5 per cent. per annum, provided that, in respect of each Payment Date following the Effective Protection Termination Date and, in relation to the calculation of the Tranche A Protection Fee Component Amount only, the Tranche A Protection Fee Component Rate shall be zero.

"Tranche A Protection Payment Amount" means, in respect of a Calculation Date, the amount determined pursuant to clause 6.1 (Calculation of Protection Payment Amounts) of each Credit Protection Deed in respect of that Calculation Date.

"Tranche B Amortisation Amount" means, on any date, an amount equal to the sum of all Tranche B Periodic Amortisation Amounts determined prior to that date.

"Tranche B Loss Balance" means, on any date, the lesser of:

(a) the Loss Balance on such date minus the sum of the Tranche C Loss Balance, the Tranche D1 Loss Balance, the Tranche D2 Loss Balance and the Tranche E Loss Balance on such date; and

(b) the Initial Tranche B Notional Amount minus the Tranche B Amortisation Amount on such date.

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"Tranche B Notional Amount" means, on any date, the greater of zero and an amount equal to:

(a) the Initial Tranche B Notional Amount; minus

(b) the Tranche B Amortisation Amount on such date; minus

(c) the Tranche B Loss Balance on that date.

"Tranche B Periodic Amortisation Amount" means, in respect of each Calculation Date, the lesser of:

(a) the Amortisation Amount for the Calculation Period ending on that Calculation Date minus the Tranche A Periodic Amortisation Amount in respect of that Calculation Date; and

(b) the Tranche B Notional Amount in respect of that Calculation Date (after giving effect to any adjustment to the Tranche B Loss Balance on that Calculation Date but prior to taking into account any change to the Tranche B Amortisation Amount on that date).

"Tranche B Protection Fee Component Amount" means, in respect of each Payment Date, an amount equal to the product of:

(a) the Tranche B Notional Amount on the first day of the Calculation Period ending immediately prior to that Payment Date;

(b) the Tranche B Protection Fee Component Rate; and


"Tranche B Protection Fee Component Rate" means 1 per cent. per annum, provided that, in respect of each Payment Date following the Effective Protection Termination Date and, in relation to the calculation of the Tranche B Protection Fee Component Amount only, the Tranche B Protection Fee Component Rate shall be zero.

"Tranche B Protection Payment Amount" means, in respect of a Calculation Date, the amount determined pursuant to clause 6.1 (Calculation of Protection Payment Amounts) of each Credit Protection Deed in respect of that Calculation Date.

"Tranche C Amortisation Amount" means, on any date, an amount equal to the sum of all Tranche C Periodic Amortisation Amounts determined prior to that date.

"Tranche C Loss Balance" means, on any date, the lesser of:

(a) the Loss Balance on such date minus the sum of the Tranche D1 Loss Balance, the Tranche D2 Loss Balance and the Tranche E Loss Balance on such date; and

(b) the Initial Tranche C Notional Amount minus the Tranche C Amortisation Amount on such date.

"Tranche C Notional Amount" means, on any date, the greater of zero and an amount equal to:

(a) the Initial Tranche C Notional Amount; minus

(b) the Tranche C Amortisation Amount on such date; minus

(c) the Tranche C Loss Balance on that date.

"Tranche C Periodic Amortisation Amount" means, in respect of each Calculation Date, the lesser of:

(a) the Amortisation Amount for the Calculation Period ending on that Calculation Date minus the sum of the Tranche A Periodic Amortisation Amount and the Tranche B Periodic Amortisation Amount in respect of that Calculation Date; and

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(b) the Tranche C Notional Amount in respect of that Calculation Date (after giving effect to any adjustment to the Tranche C Loss Balance on that Calculation Date but prior to taking into account any change to the Tranche C Amortisation Amount on that date).

"Tranche C Protection Fee Component Amount" means, in respect of each Payment Date, an amount equal to the product of:

(a) the Tranche C Notional Amount on the first day of the Calculation Period ending immediately prior to that Payment Date;

(b) the Tranche C Protection Fee Component Rate; and


"Tranche C Protection Fee Component Rate" means 3.25 per cent. per annum, provided that, in respect of each Payment Date following the Effective Protection Termination Date and, in relation to the calculation of the Tranche C Protection Fee Component Amount only, the Tranche C Protection Fee Component Rate shall be zero.

"Tranche C Protection Payment Amount" means, in respect of a Calculation Date, the amount determined pursuant to clause 6.1 (Calculation of Protection Payment Amounts) of each Credit Protection Deed in respect of that Calculation Date.

"Tranche D1 Amortisation Amount" means, on any date, an amount equal to the sum of all Tranche D1 Periodic Amortisation Amounts determined prior to that date.

"Tranche D1 Loss Balance" means, on any date, the lesser of:

(a) the Loss Balance on such date minus the sum of the Tranche D2 Loss Balance and the Tranche E Loss Balance on such date; and

(b) the Initial Tranche D1 Notional Amount minus the Tranche D1 Amortisation Amount on such date.

"Tranche D1 Notional Amount" means, on any date, the greater of zero and an amount equal to:

(a) the Initial Tranche D1 Notional Amount; minus

(b) the Tranche D1 Amortisation Amount on such date; minus

(c) the Tranche D1 Loss Balance on that date.

"Tranche D1 Periodic Amortisation Amount" means, in respect of each Calculation Date, the lesser of:

(a) the Amortisation Amount for the Calculation Period ending on that Calculation Date minus the sum of the Tranche A Periodic Amortisation Amount, the Tranche B Periodic Amortisation Amount and the Tranche C Periodic Amortisation Amount in respect of that Calculation Date; and

(b) the Tranche D1 Notional Amount in respect of that Calculation Date (after giving effect to any adjustment to the Tranche D1 Loss Balance on that Calculation Date but prior to taking into account any change to the Tranche D1 Amortisation Amount on that date).

"Tranche D1 Protection Fee Component Amount" means, in respect of each Payment Date, an amount equal to the product of:

(a) the Tranche D1 Notional Amount on the first day of the Calculation Period ending immediately prior to that Payment Date;

(b) the Tranche D1 Protection Fee Component Rate; and


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"Tranche D1 Protection Fee Component Rate" means 8.25 per cent. per annum, provided that, in respect of each Payment Date following the Effective Protection Termination Date and, in relation to the calculation of the Tranche D1 Protection Fee Component Amount only, the Tranche D1 Protection Fee Component Rate shall be zero.

"Tranche D1 Protection Payment Amount" means, in respect of a Calculation Date, the amount determined pursuant to clause 6.1 (Calculation of Protection Payment Amounts) of each Credit Protection Deed in respect of that Calculation Date.

"Tranche D2 Amortisation Amount" means, on any date, an amount equal to the sum of all Tranche D2 Periodic Amortisation Amounts determined prior to that date.

"Tranche D2 Loss Balance" means, on any date, the lesser of:

(a) the Loss Balance on such date minus the sum of the Tranche E Loss Balance on such date; and

(b) the Initial Tranche D2 Notional Amount minus the Tranche D2 Amortisation Amount on such date.

"Tranche D2 Notional Amount" means, on any date, the greater of zero and an amount equal to:

(a) the Initial Tranche D2 Notional Amount; minus

(b) the Tranche D2 Amortisation Amount on such date; minus

(c) the Tranche D2 Loss Balance on that date.

"Tranche D2 Periodic Amortisation Amount" means, in respect of each Calculation Date, the lesser of:

(a) the Amortisation Amount for the Calculation Period ending on that Calculation Date minus the sum of the Tranche A Periodic Amortisation Amount, the Tranche B Periodic Amortisation Amount, the Tranche C Periodic Amortisation Amount and the Tranche D1 Periodic Amortisation Amount in respect of that Calculation Date; and

(b) the Tranche D2 Notional Amount in respect of that Calculation Date (after giving effect to any adjustment to the Tranche D2 Loss Balance on that Calculation Date but prior to taking into account any change to the Tranche D2 Amortisation Amount on that date).

"Tranche D2 Protection Fee Component Amount" means, in respect of each Payment Date, an amount equal to the product of:

(a) the Tranche D2 Notional Amount on the first day of the Calculation Period ending immediately prior to that Payment Date;

(b) the Tranche D2 Protection Fee Component Rate; and


"Tranche D2 Protection Fee Component Rate" means 11 per cent. per annum, provided that, in respect of each Payment Date following the Effective Protection Termination Date and, in relation to the calculation of the Tranche D2 Protection Fee Component Amount only, the Tranche D2 Protection Fee Component Rate shall be zero.

"Tranche D2 Protection Payment Amount" means, in respect of a Calculation Date, the amount determined pursuant to clause 6.1 (Calculation of Protection Payment Amounts) of each Credit Protection Deed in respect of that Calculation Date.

"Tranche E Amortisation Amount" means, on any date, an amount equal to the sum of all Tranche E Periodic Amortisation Amounts determined prior to that date.

"Tranche E Loss Balance" means, on any date, the lesser of:

(a) the Loss Balance on such date; and

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(b) the Initial Tranche E Notional Amount minus the Tranche E Amortisation Amount on such date.

"Tranche E Notional Amount" means, on any date, the greater of zero and an amount equal to:

(a) the Initial Tranche E Notional Amount; minus

(b) the Tranche E Amortisation Amount on such date; minus

(c) the Tranche E Loss Balance on that date.

"Tranche E Periodic Amortisation Amount" means, in respect of any Calculation Date, the lesser of:

(a) the Amortisation Amount for the Calculation Period ending on that Calculation Date minus the sum of the Tranche A Periodic Amortisation Amount, the Tranche B Periodic Amortisation Amount, the Tranche C Periodic Amortisation Amount, the Tranche D1 Periodic Amortisation Amount and the Tranche D2 Periodic Amortisation Amount in respect of that Calculation Date; and

(b) the Tranche E Notional Amount in respect of that Calculation Date (after giving effect to any adjustment to the Tranche E Loss Balance on that Calculation Date but prior to taking into account any change to the Tranche E Amortisation Amount on that date).

"Tranche E Protection Fee Component Amount" means, in respect of each Payment Date, an amount equal to the product of:

(a) the Tranche E Notional Amount on the first day of the Calculation Period ending immediately prior to that Payment Date;

(b) the Tranche E Protection Fee Component Rate; and


"Tranche E Protection Fee Component Rate" means 0 per cent. per annum, provided that, in respect of each Payment Date following the Effective Protection Termination Date and, in relation to the calculation of the Tranche E Protection Fee Component Amount only, the Tranche E Protection Fee Component Rate shall be zero.

"Tranche E Protection Payment Amount" means, in respect of a Calculation Date, the amount determined pursuant to clause 6.1 (Calculation of Protection Payment Amounts) of each Credit Protection Deed in respect of that Calculation Date.

"Vehicle Improvement Amounts" means, in respect of any Reference Obligation, any amounts paid by the Relevant Lender which the Servicer determines to be necessary in order to preserve or enhance the value of the vehicle to which such Reference Obligation relates and therefore maximise the Total Recoveries which will be received in respect of such Reference Obligation.

"Verification Agent" means a Big 4 Accounting Firm appointed by the Protection Buyer to perform the functions specified herein to be performed by the Verification Agent.

"Verified Loss Amount" means (a) in respect of a Defaulted Reference Obligation which is a Final Verifiable Reference Obligation, the amount determined pursuant to clause 5.7(b) (Verification of Final Loss Amount) of each Credit Protection Deed in respect of such Defaulted Reference Obligation and (b) in respect of a Defaulted Reference Obligation which is not a Final Verifiable Reference Obligation, the Final Loss Amount determined in respect of such Defaulted Reference Obligation.

"Voluntary Termination" means, with respect to a Reference Obligation, the satisfaction by the relevant Reference Borrower of all of its obligations in respect of such Reference Obligation following the exercise of a Voluntary Termination Right.

"Voluntary Termination Right" means, with respect to a Reference Obligation, the right of the relevant Reference Borrower voluntarily to terminate such Reference Obligation at any time by transferring

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ownership of the Reference Vehicle to the Relevant Lender and making any corresponding payment required under such Reference Obligation.

"Waiting Period" means, in respect of any Illegality, a period of three (3) Business Days (or days that would have been Business Days but for the occurrence of that event or circumstance) following the occurrence of the event or circumstance.

"Work-Out Obligation" has the meaning given to it in the definition of Recoveries.

"Worked-Out Reference Obligation" means a Defaulted Reference Obligation in respect of which the Loss Determination Date has occurred.

INDEX OF DEFINED TERMS

There follows an index of the defined terms used in this Information Memorandum, together with details of the page(s) on which such term(s) is or are defined

Account Bank Downgrade Event ................. 109 Account Bank Required Rating .................... 172 Accounts ......................................................... 47 Adjusted Principal Balance ...................... 5, 114 Affected Party............................................... 172 Affiliate ........................................................ 172 Agency Agreement ............................... 108, 113 Agent Bank ................................................... 113 Agents........................................................... 113 Amortisation Amount ........................... 114, 172 Applicable Priority of Payments................... 114 Appointee ..................................................... 172 APR ................................................................ 30 Article 50 ........................................................ 41 Article 50 Notice ............................................ 41 Available Cash Balance ................................ 105 Available Funds ............................................ 114 Bank Rate ..................................................... 117 Banking Act .................................................... 37 Bankruptcy ................................................... 172 Basel Committee ............................................ 39 Basel II ........................................................... 39 Basel III .......................................................... 39 Basic Terms Modification ............................ 114 Beneficial Owner .......................................... 169 Benefit .......................................................... 173 Big 4 Accounting Firm ..................................... 2 Book Entry Interests ....................................... 22 Brexit Vote ..................................................... 41 BRRD ............................................................. 37 Business Day ................................................ 173 Calculation Agent ................................. 115, 121 Calculation Date ................................... 115, 173 Calculation Period ........................................ 173 Capital Requirements Directive...................... 40 Capital Requirements Regulation ................. 173 CAs ................................................................. 44 Cash Administration Agreement .......... 108, 115 Cash Administrator ............................... 115, 118 Cash Custody Account ................................. 103 Cash Deposit ................................................ 115 Cash Deposit Account .................................. 115 Cash Deposit Bank ....................................... 115 Cash Deposit Bank Agreement .................... 115 CAT .............................................................. 157 CCA ................................................................ 29 certificate date ................................................ 78 Change in Tax Law ...................................... 174 Charged Accounts ........................................ 174 Charged Assets ............................. 115, 130, 174 CIB ................................................................. 88 CISA ............................................................. 162 Class ........................................................ iii, 113 Class A Amortisation Amount ..................... 115 Class A Notes .......................................... iii, 113

Class B Amortisation Amount ...................... 115 Class B Notes .................................................. iii Class C Notes .................................................. iii Class D Amortisation Amount ...................... 115 Class D Notes .................................................. iii Class E Amortisation Amount ...................... 115 Class E Notes .................................................. iii Clean-Up Call Event ..................................... 184 Clearing Systems .......................................... 168 Clearstream, Luxembourg ........................ iii, 115 Closing Date ............................................ iii, 113 CMA ............................................................... 34 CO ................................................................. 162 Code ...................................... 115, 119, 164, 167 Collateral Cash .............................................. 174 Collateral Income .......................................... 116 Collateral Income Rate ................................. 116 Collateral Management Agreement ...... 104, 117 Collateral Manager........................................ 117 Collateral Securities .............................. 118, 174 COMI .............................................................. 39 Common Depositary ............................. 118, 128 Compounded Daily SONIA .......................... 116 Conditions ..................................................... 113 Conditions to Settlement ....................... 118, 174 Corporate Services Agreement ....... 76, 109, 118 Corporate Services Provider ................... 76, 118 Couponholders .............................................. 118 Coupons ........................................ 111, 118, 128 CRA ................................................................ 33 CRA Commencement Date ............................. 33 CRA Regulation .............................................. vii CRA3 RTS ...................................................... 43 CRD ................................................................ 40 CRD IV ........................................................... 40 Credit Event .......................................... 118, 174 Credit Event Notice................................. 94, 118 Credit Event Verification Certificate ...... 95, 118 Credit Loss Event Amount ............................ 174 Credit Protection Deed .................................. 118 Credit Protection Period ................................ 174 Credit Protection Verification Report ... 118, 174 CRR ........................................................ 42, 173 CRS ......................................................... 47, 118 CRS Regulations ............................................. 47 Cumulative Defaulted Notional Amounts ..... 174 Cumulative Gross Default ............................. 175 Cured Reference Obligation .......................... 175 Custodian Downgrade Event ........................ 104 Custodian Required Rating ........................... 175 Custody Account ........................................... 118 Custody Accounts ......................................... 103 Custody Agreement .............................. 103, 118 d 116 DAC II ............................................................ 47

Deed of Charge ..................................... 108, 118 Defaulted Notional Amount ................. 118, 175 Defaulted Reference Obligation ........... 118, 175 Defaulting Party ............................................. 99 Definitive Notes ................................... 111, 118 Delegated Regulation ..................................... 43 Direct Participants .................................. 22, 168 Disposal ........................................................ 175 distributor ....................................................... vii Distributor .................................................... 165 do 116 Early Redemption Date ................................ 118 EBA ................................................................ 40 ECJ ................................................................. 39 EEA .................................................. vii, 40, 165 Effective Date ............................................... 175 Effective Protection Termination Date .. 99, 119,

175 Eligibility Criteria ......................................... 101 Eligible Securities ......................................... 176 Encumbrance ................................................ 176 Enforcement Date ......................................... 119 Enforcement Notice ...................................... 119 ERISA .......................................................... 167 ESAs ............................................................... 44 ESMA ....................................................... vii, 45 EU Insolvency Regulation ............................ 119 EU Risk Retention, Transparency and Due

Diligence Requirements ............................. 41 Euroclear ................................................. iii, 119 Euronext Dublin .............................................. iii European Supervising Authorities .................. 44 Event of Default ........................................... 176 Exchange Date .............................. 111, 119, 128 Exchange Event ............................................ 111 Excluded Amount ......................................... 176 Extension Period........................................... 119 Extension Period Redemption Amount ........ 135 Extension Period Redemption Amount ........ 119 Extraordinary Resolution ...................... 119, 176 Failure to Pay ............................................... 176 FATCA ........................................... 46, 115, 119 FATCA Withholding .................................... 119 FCA ................................................................ 30 Final Loss Amount ................................. 96, 119 Final Redemption Date ................................. 119 Final Verifiable Reference Obligation ......... 177 Financial Statements ..................................... 119 FOS ................................................................ 31 FSA ................................................................ 34 FSMA ..................................................... 81, 160 Full Disposal ........................................ 175, 177 GAP ................................................................ 31 GBP ................................................................. vi Global Exchange Market ................................. iii Global Notes ................................................. 119 Group .............................................................. 88 Group Company ........................................... 177 i 116 ICSDs ............................................................. 46

IFRS .............................................................. 177 Illegality ........................................................ 184 Inclusion Date ............................................... 177 Indirect Participants ................................ 22, 168 Initial Loss Amount ................................ 96, 119 Initial Loss Percentage .................................. 177 Initial Principal Balance ................................ 119 Initial Reference Portfolio ............................. 177 Initial Reference Portfolio Notional Amount 177 Initial Tranche A Notional Amount .............. 177 Initial Tranche B Notional Amount .............. 177 Initial Tranche C Notional Amount .............. 177 Initial Tranche D1 Notional Amount ............ 177 Initial Tranche D2 Notional Amount ............ 177 Initial Tranche E Notional Amount .............. 177 Initial Verifiable Reference Obligation ......... 177 Inside Information ........................................... 43 Insolvency Event ........................................... 177 Insolvency Proceeding .................................. 140 Insolvency Proceedings ........................ 120, 140 Instalment ..................................................... 177 Instructing Class of Notes ............................. 120 Insurance Distribution Directive ..... vii, 161, 165 Interest Amount .................................... 120, 131 Interest Determination Date .......................... 120 Investment Company Act ................ iii, 164, 166 Investor Report ............................................. 120 Investor Reports .............................................. 43 Irish FATCA Regulations ............................. 157 Irish IGA ................................................. 46, 120 Issuer .................................................... iii, 2, 113 Issuer Account Agreement ............................ 114 Issuer Account Bank ..................................... 114 Issuer Account Bank Agreement .................. 109 Issuer Accounts ............................................. 120 Issuer AIFM .................................................... 45 Issuer Covenants ........................................... 120 Issuer Domestic Account .............................. 120 Issuer Profit Amount ..................................... 120 Joint Statement ................................................ 44 Junior Cash Deposit ................................ 11, 120 Junior Cash Deposit Account ................ 102, 120 Junior Cash Deposit Bank ............................. 120 Junior Cash Deposit Bank Agreement .. 102, 120 Junior Cash Deposit Bank Downgrade Event 11,

104 Junior Cash Deposit Bank Required Rating .. 177 Junior Notes .................................. 120, 121, 126 KBRA ............................................................. iii law................................................................. 177 LBD .............................................................. 116 Lead Manager .................................. iii, 113, 121 Legal Reservations ........................................ 121 Liabilities ...................................................... 121 Liquidity Coverage Ratio ................................ 40 Loan Datatape ............................................... 177 Loan Reports ................................................... 43 London Banking Day .................................... 116 Loss Balance ................................................. 178 Loss Determination Date ...................... 121, 178

Make-Up Protection Fee Amount ................. 178 MAR ............................................................. 162 Maximum Reference Portfolio Notional

Amount ..................................................... 178 Meeting ......................................................... 179 Memorandum of Understanding ..................... 34 MiFID II ................................................. vii, 161 MIFID II ....................................................... 164 MiFID Regulations ....................................... 162 Moody's ........................................................... iii More Senior Class of Notes .......................... 121 Most Junior Class of Notes ........................... 121 Most Senior Class of Notes .......................... 121 Negative Interest Shortfall Amount .. 5, 121, 131 Net Stable Funding Ratio ............................... 40 NFFEs........................................................... 158 ni 116 Non-Defaulting Party ..................................... 99 Non-U.S. Person ........................................... 166 non-United States person .............................. 166 Non-United States Person .................................. i Note Business Day ....................................... 121 Note Calculation Agent ................................ 113 Note Enforcement Notice ............................. 121 Note Event of Default ........................... 121, 139 Note Extension Amount ....................... 121, 135 Note Extension Amount Calculation Date .. 121,

135 Note Illegality Event .................................... 184 Note Interest Period .............................. 122, 131 Note Payment Date ....................................... 122 Note Principal Payment ........................ 122, 136 Note Tax Event ............................................. 184 Noteholders .................................................. 122 Notes ....................................... iii, 113, 122, 128 Obligation ..................................................... 179 Observation Period ....................................... 116 Official List ..................................................... iii OFT ................................................................ 31 Operating Creditor ........................................ 122 Operating Expenses ...................................... 122 Order of Seniority ......................................... 122 Outstanding .................................................. 122 Outstanding Principal Amount ..................... 179 Partial Disposal..................................... 175, 179 Partial Payment............................................. 179 Participants ............................................. 22, 168 Payment Date ............................................... 179 Permanent Global Note ................................... iii Permanent Global Notes ............................... 122 plan ............................................................... 167 Portfolio Cut-Off Date .................................... 90 Post Enforcement Priority of Payments ........ 122 Posted Collateral ........................................... 179 Potential Credit Event .......................... 123, 179 Potential Credit Event Notice ................. 96, 123 Potential Event of Default ............................ 123 PPI .................................................................. 31 PRIIPs Regulation .......................................... vii PRIIPS Regulation ....................................... 165

Principal Balance .......................................... 124 Principal Paying Agent ................................. 113 Priorities of Payments ................................... 123 Proceeds ........................................................ 110 Process Agent ............................................... 124 Process Agent Letter ..................................... 124 Prospectus Regulation ..................................... iii Protected Commitment ................................. 179 Protected Percentage ..................................... 179 Protection Buyer ........................... 113, 121, 126 Protection Buyer Enforcement Notice .......... 124 Protection Fee Amount ................................... 93 Protection Fee Amounts ................................ 124 Protection Fee Component Amount .............. 180 Protection Fee Shortfall Amount .................... 94 Protection Payment Adjustment Amount .. 11, 99 Protection Payment Amount ......................... 180 Protection Seller Expenses ............................ 180 Provisions for Meetings of Noteholders ....... 124 Purchase Transaction .................................... 106 Q&A ............................................................... 45 qualifying company ...................................... 157 quoted Eurobond ........................................... 156 RAO ................................................................ 29 Rated Notes ..................................................... iii Rating Agencies .............................................. iii Rating Agency ......................................... iii, 124 Recast Regulation ........................................... 39 Receiptholders .............................................. 124 Receipts ................................................. 124, 128 Receiver ........................................................ 124 Recoveries ..................................................... 180 Reduction ...................................................... 181 Reference Borrower ........................................ 90 Reference Date .............................................. 181 Reference Obligation .............................. 90, 125 Reference Obligation Notional Amount ......... 91 Reference Portfolio ....................................... 181 Reference Portfolio Notional Amount .......... 181 Reference Portfolio Report ............................. 91 Reference Registry ........................................ 181 Reference Vehicle ......................................... 181 Regulation S .................................................... iii Regulator Notification .................................. 181 Regulatory Event .................................... 19, 182 Relevant Guarantor ....................................... 182 Relevant Lender .................................... 125, 182 Relevant Regulations .............................. 40, 182 Relevant Screen Page .................................... 117 relevant territory ........................................... 155 Removal ........................................................ 182 Repayment .................................................... 182 Replacement Junior Cash Deposit Bank . 12, 105 reporting entity ................................................ 43 reporting templates.......................................... 43 Restructured Principal Amount ..................... 182 Restructuring ................................................. 183 Retained Exposures ................................... 42, 92 return agreement ........................................... 155 Reverse Order of Seniority ........................... 125

Right ............................................................. 173 Risk Retention Requirements ......................... 42 Risk Retention Undertaking ..................... 42, 92 Santander Consolidated Group ..................... 183 Santander Entity ........................................... 183 Santander UK Information ............................... v Scheduled Redemption Date ........................ 125 Scheduled Termination Date ........................ 183 SEC ................................................................. iii Secured Creditors ......................................... 125 Secured Liabilities ........................................ 125 Secured Property .......................................... 125 Securities Act ............................... i, iii, 164, 166 Securities Custody Account ......................... 103 Securitisation Regulation ................................ 41 Security ................................................. 125, 129 Security Documents ..................................... 125 Security Interest ............................................ 126 Senior Cash Deposit ............................... 11, 126 Senior Cash Deposit Account ............... 102, 126 Senior Cash Deposit Bank ............................ 126 Senior Cash Deposit Bank Agreement . 102, 126 Senior Notes ................................................. 126 Servicer ............................................................. 9 Servicing Principles ...................................... 183 SGA ................................................................ 33 Significant Events ........................................... 43 Similar Law .................................................. 167 Similar Laws ................................................ 165 SONIA .................................................... 40, 116 SONIA Amount ............................................ 183 SONIA reference rate ................................... 116 SONIA Shortfall Amount ............................. 183 SONIAi-5LBD ................................................. 117 specified agreement ...................................... 155 specified instrument ..................................... 155 specified mortgage ....................................... 158 Specified Office ............................................ 126 specified person .................................... 154, 155 specified property business ........................... 158 specified security .......................................... 158 SRT Consultation ........................................... 40 SSPE ............................................................... 42 SSPEs ............................................................. 46 Sterling ............................................................ vi Subscription Agreement ....................... 126, 160 Talon .................................................... 126, 128 Tax ........................................................ 126, 183 Tax Authority ............................................... 126 Tax Certificate .............................................. 126 Tax Event ..................................................... 184 Tax Redemption Date ................................... 134 Tax Redemption Event ................................. 134 Taxes ............................................................ 126 TCA 1997 ..................................................... 154 TEFRA D Rules ........................................... 160 Temporary Global Note ........................... iii, 126 Termination Date .................................. 126, 183 Termination Event ................................ 172, 184 Total Exposure Amount ............................... 184

Total Loss Amount ................................... 10, 97 Total Recoveries ........................................... 184 Tranche ................................................. 127, 185 Tranche A Amortisation Amount ................. 185 Tranche A Loss Balance ............................... 185 Tranche A Notional Amount......................... 185 Tranche A Periodic Amortisation Amount .. 127,

185 Tranche A Protection Fee Component

Amount ..................................................... 185 Tranche A Protection Fee Component Rate .. 185 Tranche A Protection Payment Amount . 98, 185 Tranche B Amortisation Amount .................. 185 Tranche B Loss Balance ............................... 185 Tranche B Notional Amount ......................... 186 Tranche B Periodic Amortisation Amount .. 127,

186 Tranche B Protection Fee Component

Amount ..................................................... 186 Tranche B Protection Fee Component Rate .. 186 Tranche B Protection Payment Amount . 98, 186 Tranche C Amortisation Amount .................. 186 Tranche C Loss Balance ............................... 186 Tranche C Notional Amount ......................... 186 Tranche C Periodic Amortisation Amount .. 127,

186 Tranche C Protection Fee Component

Amount ..................................................... 187 Tranche C Protection Fee Component Rate .. 187 Tranche C Protection Payment Amount . 98, 187 Tranche D Periodic Amortisation Amount ... 127 Tranche D1 Amortisation Amount ............... 187 Tranche D1 Loss Balance ............................. 187 Tranche D1 Notional Amount ....................... 187 Tranche D1 Periodic Amortisation Amount . 187 Tranche D1 Protection Fee Component

Amount ..................................................... 187 Tranche D1 Protection Fee Component Rate 188 Tranche D1 Protection Payment Amount 98, 188 Tranche D2 Amortisation Amount ............... 188 Tranche D2 Loss Balance ............................. 188 Tranche D2 Notional Amount ....................... 188 Tranche D2 Periodic Amortisation Amount . 188 Tranche D2 Protection Fee Component

Amount ..................................................... 188 Tranche D2 Protection Fee Component Rate 188 Tranche D2 Protection Payment Amount 98, 188 Tranche E Amortisation Amount .................. 188 Tranche E Loss Balance ................................ 188 Tranche E Notional Amount ......................... 189 Tranche E Periodic Amortisation Amount ... 127,

189 Tranche E Protection Fee Component

Amount ..................................................... 189 Tranche E Protection Fee Component Rate .. 189 Tranche E Protection Payment Amount .. 98, 189 Transaction Documents ................................ 127 Transaction Parties .................................... v, 127 Transaction Party .......................................... 127 Transitional Arrangements .............................. 45

Transparency Requirements ........................... 43 Trust Deed .................................... 107, 113, 164 Trust Documents .......................................... 127 Trustee .......................................................... 113 U.S. person ........................................................ i U.S. Person ................................................... 166 U.S. Persons ............................................ iii, 164 UCTA ............................................................. 33 Unfair Contract Terms and Consumer

Notices Regulatory Guide .......................... 35 UNFCOG ....................................................... 35 unlawful ........................................................ 177 Unsettled Reference Obligation ................... 127

UTCCR ........................................................... 34 UTR ................................................................ 36 Vehicle Improvement Amounts .................... 189 Verification Agent ........................................ 127 Verification Agreement ................................ 127 Verified Loss Amount ..................... 97, 127, 189 Voluntary Termination .................................. 189 Voluntary Termination Right ........................ 189 Waiting Period .............................................. 190 Worked-Out Reference Obligation ............... 190 Work-Out Obligation .................... 127, 180, 190 Written Resolution ........................................ 127

229792-3-21-v16.0 70-40693086

ISSUER

Motor Securities 2018-1 Designated Activity Company 3rd Floor, Fleming Court

Fleming's Place Dublin 4 Ireland

TRUSTEE

Citicorp Trustee Company Limited Citigroup Centre

25 Canada Square, Canary Wharf London E14 5LB United Kingdom

JUNIOR PROTECTION BUYER, CASH ADMINISTRATOR, CALCULATION AGENT AND NOTE CALCULATION

AGENT

PRINCIPAL PAYING AGENT, AGENT BANK, CUSTODIAN, ACCOUNT BANK

Santander Consumer (UK) plc Santander House

86 Station Road, Redhill Surrey RH1 1SR United Kingdom

Citibank, N.A., London Branch Citigroup Centre

25 Canada Square, Canary Wharf London E14 5LB United Kingdom

SENIOR PROTECTION BUYER, JUNIOR CASH DEPOSIT BANK, SENIOR CASH DEPOSIT BANK, COLLATERAL

MANAGER

Santander UK plc 2 Triton Square

London NW1 3AN United Kingdom

LISTING AGENT

Walkers Listing Services Limited The Exchange

George's Dock, IFSC Dublin 1 Ireland

LEGAL ADVISERS

To the Arranger and the Lead Manager as to English law

To the Issuer as to Irish law

Clifford Chance LLP 10 Upper Bank Street

London E14 5JJ United Kingdom

A&L Goodbody International Financial Services Centre

25-28 North Wall Quay Dublin 1 Ireland

To the Trustee

Linklaters LLP 1 Silk Street

London EC2Y 8HQ United Kingdom

229792-3-21-v16.0 70-40693086

ARRANGER AND LEAD MANAGER

Banco Santander, S.A. Paseo de Pereda 9-12

39004 Santander Spain

IMPORTANT NOTICE - Euronext Dublin

Documents

Transcript of IMPORTANT NOTICE - Euronext Dublin