Common use of Further Assurance and Power of Attorney Clause in Contracts

Further Assurance and Power of Attorney. 15.1 The Issuer hereby further covenants with and undertakes to the Note Trustee that it will from time to time upon demand: (a) execute, at its own cost, any document or do any act or thing which the Note Trustee or the Receiver may specify with a view to: (i) perfecting or improving any charge or security created or intended to be created by this Deed, including, without limitation, such additional or corroborative security document and in such forms as the Note Trustee or the Receiver may specify; or (ii) after service of an Enforcement Notice, facilitating the exercise, or the proposed exercise, of any of their powers; and (b) give or join in giving or procuring the giving of such notices to such persons, and all in such form, as the Note Trustee or the Receiver may require at the cost of the Issuer, PROVIDED, HOWEVER that for the avoidance of doubt, the Issuer and the Note Trustee shall not (and shall not be entitled to) execute or cause to be executed any assignments and shall not give any notices to any of the underlying credit card obligors. 15.2 For the purpose of securing the interest of the Note Trustee, the Swap Counterparty, the Expenses Loan Provider and the Noteholders in and to the Charged Property and the performance of its obligations to the Note Trustee, the Noteholders, the Swap Counterparty and the Expenses Loan Provider, whether under or pursuant to this Deed or any Issuer Related Document or in relation to the Charged Property, the Issuer irrevocably for value and by way of security appoints the Note Trustee and every Receiver of the Charged Property or any part thereof to be its attorney (with full power to appoint substitutes or to sub-delegate, including power to authorise the person so appointed to make further appointments) on behalf of the Issuer and in its name or otherwise, to execute any document or do any act or thing which the Note Trustee or such Receiver (or such substitute or delegate) may, in its or his absolute discretion, properly consider appropriate in connection with the exercise of any of the rights or powers of the Note Trustee or the Receiver under or pursuant to this Deed or any Issuer Related Document, provided, however, that the appointment comprised in this Clause 15.2 shall not entitle any person to act as attorney of the Issuer until such time as an Event of Default has occurred, and then only for so long as an Event of Default is subsisting. 15.3 The Issuer hereby ratifies and confirms and agrees to ratify and confirm whatever any such attorney shall lawfully do or purport to do in the exercise or purported exercise of all or any of the powers, authorities and discretions referred to in this Clause 15.

Further Assurance and Power of Attorney. 15.1 7.12.1 The Issuer hereby further covenants with and undertakes to the Note Trustee Customer agrees that it will shall from time to time upon demand: at the request of the Bank do all such things and execute and deliver all such transfers, notices and other documents (a) execute, at its own cost, any document or do any act or thing which the Note Trustee or the Receiver may specify with a view to: (i) perfecting or improving any charge or security created or intended to be created by this Deed, including, without limitation, such additional a replacement or corroborative supplemental security document and in such forms document) as the Note Trustee Bank may consider necessary or desirable for creating, completing, maintaining, enhancing or perfecting the Receiver may specify; or (ii) after service of an Enforcement Notice, facilitating the exercisesecurity contemplated hereby, or for securing the proposed exercise, of any of their powers; and (b) give or join in giving or procuring the giving of such notices to such persons, and all in such form, as the Note Trustee or the Receiver may require at the cost rights of the IssuerBank hereunder or, PROVIDED, HOWEVER that for the avoidance of doubt, the Issuer and the Note Trustee shall not (and shall not be entitled to) execute or cause to be executed any assignments and shall not give any notices to any of the underlying credit card obligors. 15.2 For the purpose of securing the interest of the Note Trustee, the Swap Counterparty, the Expenses Loan Provider and the Noteholders in and to the Charged Property and the performance of its obligations to the Note Trustee, the Noteholders, the Swap Counterparty and the Expenses Loan Provider, whether under or pursuant to this Deed or any Issuer Related Document or in relation to the Charged Property, the Issuer irrevocably for value and by way of security appoints the Note Trustee and every Receiver of the Charged Property or any part thereof to be its attorney (with full power to appoint substitutes or to sub-delegate, including power to authorise the person so appointed to make further appointments) on behalf of the Issuer and in its name or otherwise, to execute any document or do any act or thing which the Note Trustee or such Receiver (or such substitute or delegate) may, in its or his absolute discretion, properly consider appropriate in connection with the exercise of any of the rights or powers of the Note Trustee or the Receiver under or pursuant to this Deed or any Issuer Related Document, provided, however, that the appointment comprised in this Clause 15.2 shall not entitle any person to act as attorney of the Issuer until such time as if an Event of Default has occurredoccurred and is continuing, and then only for so long as an Event of Default is subsistingenforcing its security or rights under this paragraph 7 or the Securities Law. 15.3 The Issuer hereby ratifies 7.12.2 By way of security the Customer irrevocably and confirms severally appoints each of the Bank and agrees to ratify any person nominated in writing under the hand of any person authorised in that behalf by the Bank as the Customer’s agent and confirm whatever any such attorney shall lawfully do or purport for the purpose of creating, completing, maintaining, perfecting and enforcing the security interest created and to do in the exercise name and on behalf of the Customer all such acts and things and execute all such documents which the Customer as Account holder could do or purported exercise of all execute in relation to the Collateral and in its name and on its behalf to execute, seal, deliver and perform any conveyance, mortgage, transfer, renunciation, disposition or other deed or document which may be requisite or expedient for any of the powerspurposes set out herein. 7.12.3 The Customer hereby agrees to indemnify and keep indemnified the Bank and any person authorised by the Bank (including substitute attorneys) against all losses, authorities liabilities, costs (including, without limitation, legal fees), claims, actions, demands and discretions referred expenses which may be incurred by the Bank or any person authorised by the Bank (including substitute attorneys) or which may be made or brought against the Bank or any person authorised by the Bank (including substitute attorneys) as a result of or in connection with anything done by the Bank or any person authorised by the Bank (including substitute attorneys) under or pursuant to in this Clause 15the power of attorney granted hereunder other than where any such losses, liabilities, costs (including, without limitation, legal fees), claims, actions, demands or expenses arise as a result of the fraud, wilful misconduct or gross negligence of the Bank or any person authorised by the Bank (including substitute attorneys).

Further Assurance and Power of Attorney. 15.1 15.1. If so requested by the Agent after the occurrence or declaration (as the case may be) of an Event of Default in accordance with Section 6 of the Receivables Funding Agreement, the Company shall execute in favour of the Agent such documents in relation to the Charged Property and give or join in giving such notice thereof to the relevant Charged Obligors, insurers and other persons, and all in such form as the Agent or the Receiver may require at the Company’s own cost. 15.2. The Issuer hereby Company further covenants with and undertakes to the Note Trustee that it will Agent, and the Secured Parties, from time to time upon demand: (a) demand to execute, at its the Company’s own cost, any document or to do any act or thing which the Note Trustee Agent or the Receiver may reasonably specify with a view to: (i) to perfecting or improving any charge or security created or intended to be created by or pursuant to this Deed, including, without limitation, such additional Deed or corroborative security document and in such forms as the Note Trustee or the Receiver may specify; or (ii) after service of an Enforcement Notice, facilitating the exercise, or the proposed exercise, exercise of any of their powers; and, provided that this Clause 15.2 shall not extend to matters which are the subject of Clause 15.1. (b) give or join in giving or procuring 15.3. For good and valuable consideration, the giving of such notices to such persons, Company irrevocably and all in such form, as security for the Note Trustee or the Receiver may require at the cost interests of the Issuer, PROVIDED, HOWEVER that for the avoidance of doubt, the Issuer and the Note Trustee shall not (and shall not be entitled to) execute or cause to be executed any assignments and shall not give any notices to any of the underlying credit card obligors. 15.2 For the purpose of securing the interest of the Note Trustee, the Swap Counterparty, the Expenses Loan Provider and the Noteholders in and to the Charged Property and the performance of its obligations to the Note Trustee, the Noteholders, the Swap Counterparty and the Expenses Loan Provider, whether under or pursuant to this Deed or any Issuer Related Document or in relation to the Charged Property, the Issuer irrevocably for value and by way of security appoints the Note Trustee Agent and every Receiver of hereunder hereby appoints the Charged Property or any part thereof Agent and every Receiver severally to be its attorney and its agent (with full power to appoint substitutes or and to sub-delegate, including power to authorise the person so appointed to make further appointments) on behalf of the Issuer Company and in its name or otherwise, to execute any document or with power to date the same and to do any act or thing which the Note Trustee Agent or such Receiver (or such substitute or delegate) may, in its or his absolute discretion, properly consider appropriate in connection with the exercise of any of the rights or powers of the Note Trustee Agent or the Receiver or which the Company is obliged to execute or do whether under these presents or pursuant otherwise; and, without prejudice to this Deed Clause 11.2(e) or any Issuer Related Documentto the generality of the Agent’s its power to appoint substitutes and to delegate, provided, however, that the appointment comprised in this Clause 15.2 shall not entitle Agent may appoint the Receiver as its substitute or delegate and any person to act as attorney appointed the substitute or delegate of the Issuer until such time as an Event Agent shall, in connection with the exercise of Default has occurredthe said power of attorney, and then only for so long as an Event be the agent of Default is subsistingthe Company. 15.3 15.4. The Issuer Company hereby ratifies and confirms and agrees to ratify and confirm whatever any such attorney shall lawfully do or purport to do in the exercise or purported exercise of all or any of the powers, authorities and discretions referred to in this Clause 15Clause.

Further Assurance and Power of Attorney. 15.1 11.1 The Issuer hereby further covenants with and undertakes to the Note Trustee Debtor agrees that it will shall, at its own cost and at any time and from time to time time, upon demandthe written request of the Bank, promptly do any and all such acts and things and execute and deliver all such instruments and documents (including, without limitation, any replacement or supplemental security) as the Bank may reasonably consider necessary or desirable for creating, perfecting or maintaining the security contemplated hereunder, or as the Bank may consider necessary or desirable for enforcing the security contemplated hereunder, giving full effect to this agreement or for securing, protecting or exercising the rights of the Bank hereunder or under the Law. 11.2 In accordance with Article 5(2)(a) of the Powers of Attorney (Jersey) Law, 1995 (the “Powers of Attorney Law”), the Debtor hereby irrevocably appoints the Bank as the Debtor’s attorney (with full power of substitution in accordance with Article 8 of the Powers of Attorney Law) with authority in the name of and on behalf of the Debtor to sign, execute, seal, deliver, acknowledge, file, register and perfect any and all assurances, documents, instruments, agreements, certificates and consents whatsoever and to do any and all such acts and things in relation to any matters dealt with in this agreement which the Bank may deem reasonably necessary or desirable for creating, perfecting or maintaining the security contemplated hereunder, or as the Bank may consider necessary or desirable for enforcing the security contemplated hereunder, giving full effect to this agreement or for securing, protecting or exercising the rights of the Bank hereunder or under the Law, including without limitation: (a) executecompleting, at its own costdating, executing and/or delivering any document notices, authorisations or do any act or thing which instructions in respect of the Note Trustee or the Receiver may specify with a view to:Collateral; (ib) perfecting or improving exercising any charge or security created or intended to be created by this Deed, including, without limitation, such additional or corroborative security document and rights in such forms as respect of the Note Trustee or the Receiver may specify; or (ii) after service of an Enforcement Notice, facilitating the exercise, or the proposed exercise, of any of their powersCollateral; and (bc) give or join in giving or procuring taking any action which the giving of such notices Debtor is required to such persons, and all in such form, as the Note Trustee or the Receiver may require at the cost of the Issuer, PROVIDED, HOWEVER that for the avoidance of doubt, the Issuer and the Note Trustee shall not (and shall not be entitled to) execute or cause to be executed any assignments and shall not give any notices to any of the underlying credit card obligors. 15.2 For the purpose of securing the interest of the Note Trustee, the Swap Counterparty, the Expenses Loan Provider and the Noteholders in and to the Charged Property and the performance of its obligations to the Note Trustee, the Noteholders, the Swap Counterparty and the Expenses Loan Provider, whether under or take pursuant to this Deed or any Issuer Related Document or in relation to the Charged Property, the Issuer irrevocably for value and by way of security appoints the Note Trustee and every Receiver of the Charged Property or any part thereof to be its attorney (with full power to appoint substitutes or to sub-delegate, including power to authorise the person so appointed to make further appointments) on behalf of the Issuer and in its name or otherwise, to execute any document or do any act or thing which the Note Trustee or such Receiver (or such substitute or delegate) may, in its or his absolute discretion, properly consider appropriate in connection agreement. 11.3 The Debtor hereby covenants with the exercise of any of the rights or powers of the Note Trustee or the Receiver under or pursuant to this Deed or any Issuer Related Document, provided, however, that the appointment comprised in this Clause 15.2 shall not entitle any person to act as attorney of the Issuer until such time as an Event of Default has occurred, and then only for so long as an Event of Default is subsisting. 15.3 The Issuer hereby ratifies and confirms and agrees Bank to ratify and confirm whatever any such attorney shall lawfully do or purport to do in the lawful exercise or purported exercise of all or any the power of the powers, authorities and discretions attorney referred to in this Clause 15clause.

Further Assurance and Power of Attorney. 15.1 9.1 The Issuer hereby further covenants with and undertakes to the Note Trustee Debtor agrees that it will shall from time to time upon demand: the written request of the Required Holders promptly do all such things and execute and deliver all such instruments and documents (a) execute, at its own cost, any document or do any act or thing which the Note Trustee or the Receiver may specify with a view to: (i) perfecting or improving any charge or security created or intended to be created by this Deed, including, without limitation, such additional any replacement or corroborative security document and in such forms supplemental security) as the Note Trustee Required Holders may consider necessary or desirable for creating the Receiver may specify; orsecurity contemplated hereby, giving full effect to this Agreement or for securing or protecting the rights of the Secured Parties hereunder. 9.2 In accordance with the Powers of Attorney and Affidavits (iiBailiwick of Guernsey) after service Law, 1995 (the "POWERS OF ATTORNEY LAW"), for the purpose of an Enforcement Notice, facilitating the exerciseexercise of the powers of the Secured Parties under the Law and the powers given pursuant to this Agreement, or the proposed exerciseDebtor hereby irrevocably appoints the Security Agent, acting upon the written instructions of any of their powers; and (b) give or join in giving or procuring the giving of such notices to such persons, and all in such formRequired Holders, as the Note Trustee or the Receiver may require at the cost of the Issuer, PROVIDED, HOWEVER that for the avoidance of doubt, the Issuer Debtor's true and the Note Trustee shall not (and shall not be entitled to) execute or cause to be executed any assignments and shall not give any notices to any of the underlying credit card obligors. 15.2 For the purpose of securing the interest of the Note Trustee, the Swap Counterparty, the Expenses Loan Provider and the Noteholders in and to the Charged Property and the performance of its obligations to the Note Trustee, the Noteholders, the Swap Counterparty and the Expenses Loan Provider, whether under or pursuant to this Deed or any Issuer Related Document or in relation to the Charged Property, the Issuer irrevocably for value and by way of security appoints the Note Trustee and every Receiver of the Charged Property or any part thereof to be its lawful attorney (with full power to appoint substitutes or to sub-delegate, including power to authorise of substitution and delegation) with authority in the person so appointed to make further appointments) name of and on behalf of the Issuer and in its name or otherwise, to execute any document or do any act or thing which Debtor upon the Note Trustee or such Receiver (or such substitute or delegate) may, in its or his absolute discretion, properly consider appropriate in connection with the exercise occurrence of any of the rights or powers of the Note Trustee or the Receiver under or pursuant to this Deed or any Issuer Related Document, provided, however, that the appointment comprised in this Clause 15.2 shall not entitle any person to act as attorney of the Issuer until such time as an Event of Default has occurredwhich is continuing to sign, execute, seal, deliver, complete, acknowledge, file, register and then only for so long as an Event of Default is subsisting. 15.3 perfect any and all assurances, documents, transfers, instruments, agreements, certificates and consents whatsoever and to do any and all such acts and things in relation to any matters dealt with in this Agreement and which the Required Holders may deem necessary or advisable in order to give full effect to this Agreement (including, without limitation, anything referred to in Clause 8 (Enforcement by the Secured Parties)) and anything to perfect its security over the Collateral. The Issuer hereby ratifies and confirms and agrees Debtor further covenants with the Secured Parties to ratify and confirm whatever any such attorney shall lawfully do or purport to do in the lawful exercise or purported exercise of all this power of attorney. 10 SUSPENSE ACCOUNT All monies received, recovered or any realised by the Security Agent under this Agreement may, at the discretion of the powersRequired Holders, authorities be credited to a separate or suspense account for so long as the Required Holders may think fit without any intermediate obligation on the part of the Security Agent or the Secured Parties to apply the same in or towards payment and discretions referred to in this Clause 15discharge of the Secured Obligations.

Further Assurance and Power of Attorney. 15.1 9.1 The Issuer hereby further covenants with and undertakes to the Note Trustee Debtor agrees that it will shall from time to time upon demand: the written request of the Required Holders promptly do all such things and execute and deliver all such instruments and documents (a) execute, at its own cost, any document or do any act or thing which the Note Trustee or the Receiver may specify with a view to: (i) perfecting or improving any charge or security created or intended to be created by this Deed, including, without limitation, such additional any replacement or corroborative security document and in such forms supplemental security) as the Note Trustee Required Holders may consider necessary or desirable for creating the Receiver may specify; orsecurity contemplated hereby, giving full effect to this Agreement or for securing or protecting the rights of the Secured Parties hereunder. 9.2 In accordance with the Powers of Attorney and Affidavits (iiBailiwick of Guernsey) after service Law, 1995 (the "POWERS OF ATTORNEY LAX"), xxx the purpose of an Enforcement Notice, facilitating the exerciseexercise of the powers of the Secured Parties under the Law and the powers given pursuant to this Agreement, or the proposed exerciseDebtor hereby irrevocably appoints the Security Agent, acting upon the written instructions of any of their powers; and (b) give or join in giving or procuring the giving of such notices to such persons, and all in such formRequired Holders, as the Note Trustee or the Receiver may require at the cost of the Issuer, PROVIDED, HOWEVER that for the avoidance of doubt, the Issuer Debtor's true and the Note Trustee shall not (and shall not be entitled to) execute or cause to be executed any assignments and shall not give any notices to any of the underlying credit card obligors. 15.2 For the purpose of securing the interest of the Note Trustee, the Swap Counterparty, the Expenses Loan Provider and the Noteholders in and to the Charged Property and the performance of its obligations to the Note Trustee, the Noteholders, the Swap Counterparty and the Expenses Loan Provider, whether under or pursuant to this Deed or any Issuer Related Document or in relation to the Charged Property, the Issuer irrevocably for value and by way of security appoints the Note Trustee and every Receiver of the Charged Property or any part thereof to be its lawful attorney (with full power to appoint substitutes or to sub-delegate, including power to authorise of substitution and delegation) with authority in the person so appointed to make further appointments) name of and on behalf of the Issuer and in its name or otherwise, to execute any document or do any act or thing which Debtor upon the Note Trustee or such Receiver (or such substitute or delegate) may, in its or his absolute discretion, properly consider appropriate in connection with the exercise occurrence of any of the rights or powers of the Note Trustee or the Receiver under or pursuant to this Deed or any Issuer Related Document, provided, however, that the appointment comprised in this Clause 15.2 shall not entitle any person to act as attorney of the Issuer until such time as an Event of Default has occurredwhich is continuing to sign, execute, seal, deliver, complete, acknowledge, file, register and then only for so long as an Event of Default is subsisting. 15.3 perfect any and all assurances, documents, transfers, instruments, agreements, certificates and consents whatsoever and to do any and all such acts and things in relation to any matters dealt with in this Agreement and which the Required Holders may deem necessary or advisable in order to give full effect to this Agreement (including, without limitation, anything referred to in Clause 8 (Enforcement by the Secured Parties)) and anything to perfect its security over the Collateral. The Issuer hereby ratifies and confirms and agrees Debtor further covenants with the Secured Parties to ratify and confirm whatever any such attorney shall lawfully do or purport to do in the lawful exercise or purported exercise of all this power of attorney. 10 SUSPENSE ACCOUNT All monies received, recovered or any realised by the Security Agent under this Agreement may, at the discretion of the powersRequired Holders, authorities be credited to a separate or suspense account for so long as the Required Holders may think fit without any intermediate obligation on the part of the Security Agent or the Secured Parties to apply the same in or towards payment and discretions referred to in this Clause 15discharge of the Secured Obligations.

Further Assurance and Power of Attorney. 15.1 13.1 The Issuer hereby further covenants with and Mortgagor undertakes to execute and do all such assurances, acts and things as the Note Trustee that it will from time Security Agent may consider necessary or desirable for obtaining the full benefit of this Mortgage and the right, title, interest, authorisations and discretions herein contained and, in particular, to time upon demand: (aexecute all transfers, conveyances, assignments and assurances of the Mortgaged Securities whether to the Security Agent or to its nominee(s) executeor purchasers and give all notices, at its own cost, any document or do any act or thing orders and directions which the Note Trustee or the Receiver Security Agent may specify with a view to: (i) perfecting or improving any charge or security created or intended to be created by this Deed, including, without limitation, such additional or corroborative security document and in such forms as the Note Trustee or the Receiver may specify; or (ii) after service of an Enforcement Notice, facilitating the exercise, or the proposed exercise, of any of their powers; and (b) give or join in giving or procuring the giving of such notices to such persons, and all in such form, as the Note Trustee or the Receiver may require at the cost of the Issuer, PROVIDED, HOWEVER that think expedient for the avoidance purposes of doubt, the Issuer and the Note Trustee shall not (and shall not be entitled to) execute or cause to be executed any assignments and shall not give any notices to any of the underlying credit card obligorsthis Clause. 15.2 For the purpose of securing the interest of the Note Trustee, the Swap Counterparty, the Expenses Loan Provider and the Noteholders in and to the Charged Property and the performance of its obligations to the Note Trustee, the Noteholders, the Swap Counterparty and the Expenses Loan Provider, whether under or pursuant to this Deed or any Issuer Related Document or in relation to the Charged Property, the Issuer irrevocably for value and by way of security 13.2 The Mortgagor hereby appoints the Note Trustee and every Receiver Security Agent with full power of the Charged Property or any part thereof substitution to be its attorney (with full power to appoint substitutes or to sub-delegate, including power to authorise the person so appointed to make further appointments) on behalf of the Issuer and in its name or otherwise, to execute any document or do any otherwise on its behalf and as its act or thing which deed to sign, seal, execute, deliver, perfect and do all deeds, instruments, acts, directions and things to any nominee for the Note Trustee or such Receiver (or such substitute or delegate) may, in its or his absolute discretion, properly consider appropriate in connection with the exercise of time being holding any of the Mortgaged Securities on behalf of the Mortgagor and all such other documents whatsoever which the Security Agent may consider to be necessary (acting reasonably) for vesting or enabling the Security Agent to vest the Mortgaged Securities or any of them in itself or in its nominee or nominees or in any purchaser and to execute, seal, deliver and otherwise perfect any deed, assurance, agreement, instrument or act which may in the reasonable opinion of the Security Agent be required or be necessary for any of the purposes of this Mortgage and so that the appointment hereby made shall, to the extent of the matters described above, operate as a general power of attorney made under the laws of the Bermuda. The Security Agent shall not exercise any rights or powers under this power of the Note Trustee or the Receiver under or pursuant to attorney unless and until this Deed or any Issuer Related Document, provided, however, that the appointment comprised Mortgage has become enforceable in this accordance with Clause 15.2 shall not entitle any person to act as attorney of the Issuer until such time as an Event of Default has occurred, and then only for so long as an Event of Default is subsisting9.1. 15.3 13.3 The Issuer hereby Mortgagor ratifies and confirms and agrees to ratify and confirm whatever any such its attorney appointed by Clause 13.2 shall lawfully do or purport to do in the exercise or purported exercise of all or any of the powers, authorities and discretions referred conferred on it by the Mortgagor. 13.4 The Security Agent may enter (or procure the entry of) this Mortgage as a charge on any appropriate register and the Mortgagor agrees to in procure execution by it of all relevant documents required by the Security Agent which are necessary to procure the registration of this Clause 15Mortgage.

Further Assurance and Power of Attorney. 15.1 13.1 The Issuer hereby further covenants with Grantor shall, at any time and undertakes to the Note Trustee that it will from time to time time, upon demandthe written request of the Collateral Agent promptly do any and all such acts and things and execute and deliver all such instruments and any documents (including, without limitation, any replacement or supplemental security agreements) as the Collateral Agent may consider reasonably require for creating, attaching, perfecting, protecting, maintaining or enforcing its security or rights under this agreement or the Law. 13.2 In accordance with Article 5(2)(a) of the Powers of Attorney (Jersey) Law, 1995 (the Powers of Attorney Law), the Grantor, by way of security, hereby irrevocably and severally appoints the Collateral Agent and any of its duly appointed nominees as the Grantor’s attorney (with full power of substitution in accordance with Article 8 of the Powers of Attorney Law) with authority in the name of and on behalf of the Grantor to take any action which the Grantor is obliged to take under this agreement and/or which the Collateral Agent may deem necessary or advisable for creating, perfecting, maintaining or enforcing the security contemplated hereunder, giving full effect to this agreement or for securing, protecting or exercising the rights of the Collateral Agent hereunder or under the Law, including without limitation: (a) executecompleting, at its own costdating, executing and/or delivering any document or do any act or thing which stock transfer forms and/or notices in respect of the Note Trustee or the Receiver may specify with a view to:Collateral; (ib) perfecting exercising any voting or improving any charge or security created or intended to be created by this Deed, including, without limitation, such additional or corroborative security document and other rights in such forms as respect of the Note Trustee or the Receiver may specify; or (ii) after service of an Enforcement Notice, facilitating the exercise, or the proposed exercise, of any of their powersCollateral; and (bc) give or join in giving or procuring taking any action which the giving of such notices Grantor is required to such persons, and all in such form, as the Note Trustee or the Receiver may require at the cost of the Issuer, PROVIDED, HOWEVER that for the avoidance of doubt, the Issuer and the Note Trustee shall not (and shall not be entitled to) execute or cause to be executed any assignments and shall not give any notices to any of the underlying credit card obligors. 15.2 For the purpose of securing the interest of the Note Trustee, the Swap Counterparty, the Expenses Loan Provider and the Noteholders in and to the Charged Property and the performance of its obligations to the Note Trustee, the Noteholders, the Swap Counterparty and the Expenses Loan Provider, whether under or take pursuant to this Deed or any Issuer Related Document or in relation to the Charged Propertyagreement, the Issuer irrevocably for value and by way of security appoints the Note Trustee and every Receiver of the Charged Property or any part thereof to provided that such power may only be its attorney exercised after (with full power to appoint substitutes or to sub-delegate, including power to authorise the person so appointed to make further appointmentsi) on behalf of the Issuer and in its name or otherwise, to execute any document or do any act or thing which the Note Trustee or such Receiver (or such substitute or delegate) may, in its or his absolute discretion, properly consider appropriate in connection with the exercise of any of the rights or powers of the Note Trustee or the Receiver under or pursuant to this Deed or any Issuer Related Document, provided, however, that the appointment comprised in this Clause 15.2 shall not entitle any person to act as attorney of the Issuer until such time as an Event of Default has occurredoccurred and is continuing or (ii) where such obligation relates to further assurance or perfection and the Grantor has failed to comply with such obligation within ten Business Days of receiving notice requiring it to do so (and, and then only for so long in each case, the Collateral Agent may delegate that power or on such terms as an Event of Default is subsistingit sees fit). 15.3 13.3 The Issuer Grantor hereby ratifies and confirms and agrees covenants with the Collateral Agent to ratify and confirm whatever any such attorney shall lawfully do or purport to do in the lawful exercise or purported exercise of all or any the power of the powers, authorities and discretions attorney referred to in this Clause 15clause.

Further Assurance and Power of Attorney. 15.1 9.1 The Issuer hereby further covenants with Chargor shall, at any time and undertakes to the Note Trustee that it will from time to time upon demand: (a) execute, at its own cost, any document or promptly do any act or thing which and all such acts and things and execute and deliver all such instruments and any documents to the Note Trustee or the Receiver may specify with a view to: Collateral Agent (i) perfecting or improving any charge or security created or intended to be created by this Deed, including, without limitation, such additional any replacement or corroborative supplemental security document and in such forms agreements) as are necessary or desirable for creating, perfecting, protecting, maintaining or enforcing the Note Trustee Collateral Agent’s security or rights under this Charge or the Receiver may specify; or (ii) after service of an Enforcement Notice, facilitating the exercise, or the proposed exercise, of any of their powers; and (b) give or join in giving or procuring the giving of such notices to such persons, and all in such form, as the Note Trustee or the Receiver may require at the cost laws of the Issuer, PROVIDED, HOWEVER that Cayman Islands. 9.2 The Chargor hereby irrevocably and by way of security for the avoidance of doubt, the Issuer and the Note Trustee shall not (and shall not be entitled to) execute or cause to be executed any assignments and shall not give any notices to any payment of the underlying credit card obligors. 15.2 For the purpose of securing the interest of the Note Trustee, the Swap Counterparty, the Expenses Loan Provider and the Noteholders in and to the Charged Property Secured Obligations and the performance of its obligations to the Note Trusteeunder this Charge, the Noteholders, the Swap Counterparty and the Expenses Loan Provider, whether under or pursuant to this Deed or any Issuer Related Document or in relation to the Charged Property, the Issuer irrevocably for value and by way of security appoints the Note Trustee Collateral Agent and each and every Receiver person to whom the Collateral Agent from time to time has delegated the exercise of the Charged Property or any part thereof power of attorney conferred by this clause to be its true and lawful attorney or attorneys (with full power to appoint substitutes or and to sub-delegate, including power to authorise the person so appointed to make further appointments) on behalf of the Issuer Chargor and in its the Chargor's own name or otherwise, at any time and from time to execute time, to sign, execute, seal, deliver, acknowledge, file, register and perfect any document or and all assurances, documents, instruments, agreements, certificates and consents whatsoever and to do any act or thing and all such acts and things in relation to any matters dealt with in this Charge and/or which the Note Trustee Collateral Agent may deem necessary or such Receiver (desirable for creating, perfecting, protecting, maintaining or such substitute enforcing the security contemplated hereunder, giving full effect to this Charge or delegate) mayfor securing, in its protecting or his absolute discretion, properly consider appropriate in connection with exercising the exercise of any rights of the rights Collateral Agent hereunder or powers under the Law, including without limitation: (a) completing, dating, executing and/or delivering any share transfer forms and/or notices in respect of the Note Trustee Charged Property; (b) exercising any voting or other rights in respect of the Receiver under or Charged Property to the extent permitted pursuant to the other provisions of this Charge; and (c) taking any action which the Chargor is required to take pursuant to this Deed Charge. 9.3 The Chargor hereby covenants with the Collateral Agent to ratify and confirm any lawful exercise or any Issuer Related Document, provided, however, that purported exercise of the appointment comprised power of attorney referred to in this Clause 15.2 clause. 9.4 All sums expended by the Collateral Agent under this clause shall not entitle be recoverable from the Chargor in accordance with the terms of this Charge. 9.5 The power of attorney contained in this clause 9 shall only be exercisable by the Collateral Agent at any person to act as attorney of the Issuer until such time as that an Event of Default has occurred, occurred and then only for so long as an Event of Default is subsistingcontinuing. 15.3 The Issuer hereby ratifies and confirms and agrees to ratify and confirm whatever any such attorney shall lawfully do or purport to do in the exercise or purported exercise of all or any of the powers, authorities and discretions referred to in this Clause 15.

Further Assurance and Power of Attorney. 15.1 The Issuer hereby further covenants with and undertakes to the Note Trustee that it will from time to time upon demand: (a) execute, at its own cost, any document or do any act or thing which the Note Trustee or the Receiver may specify with a view to: (i) perfecting or improving any charge or security created or intended to be created by this Deed, including, without limitation, such additional or corroborative security document and in such forms as the Note Trustee or the Receiver may specify; or (ii) after service of an Enforcement Notice, facilitating the exercise, or the proposed exercise, of any of their powers; and (b) give or join in giving or procuring the giving of such notices to such persons, and all in such form, as the Note Trustee or the Receiver may require at the cost of the Issuer, PROVIDEDProvided, HOWEVER however that for the avoidance of doubt, the Issuer and the Note Trustee shall not (and shall not be entitled to) execute or cause to be executed any assignments and shall not give any notices to any of the underlying credit card obligors. 15.2 For the purpose of securing the interest of the Note Trustee, the Swap Counterparty, the Expenses Loan Provider and the Noteholders in and to the Charged Property and the performance of its obligations to the Note Trustee, the Noteholders, the Swap Counterparty and the Expenses Loan Provider, whether under or pursuant to this Deed or any Issuer Related Document or in relation to the Charged Property, the Issuer irrevocably for value and by way of security appoints the Note Trustee and every Receiver of the Charged Property or any part thereof to be its attorney (with full power to appoint substitutes or to sub-delegate, including power to authorise the person so appointed to make further appointments) on behalf of the Issuer and in its name or otherwise, to execute any document or do any act or thing which the Note Trustee or such Receiver (or such substitute or delegate) may, in its or his absolute discretion, properly consider appropriate in connection with the exercise of any of the rights or powers of the Note Trustee or the Receiver under or pursuant to this Deed or any Issuer Related Document, provided, however, that the appointment comprised in this Clause 15.2 shall not entitle any person to act as attorney of the Issuer until such time as an Event of Default has occurred, and then only for so long as an Event of Default is subsisting. 15.3 The Issuer hereby ratifies and confirms and agrees to ratify and confirm whatever any such attorney shall lawfully do or purport to do in the exercise or purported exercise of all or any of the powers, authorities and discretions referred to in this Clause 15.

Further Assurance and Power of Attorney. 15.1 The Issuer hereby further covenants with and undertakes to the Note Trustee that it will from time to time upon demand: (a) executeMortgagor agrees to take such actions and to execute such other instruments as Collateral Agent may request further to perfect, at its own costconfirm and assure Collateral Agent’s security interest in the Loan Collateral and, any document or do any act or thing which upon the Note Trustee or the Receiver may specify with a view to: (i) perfecting or improving any charge or security created or intended to be created by this Deed, including, without limitation, such additional or corroborative security document and in such forms as the Note Trustee or the Receiver may specify; or (ii) after service occurrence of an Enforcement NoticeEvent of Default and/or during the continuance thereof, facilitating the exercise, or the proposed exercise, of any of their powers; andto assist Collateral Agent’s realization thereon. (b) give or join in giving or procuring the giving of such notices to such persons, and all in such form, as the Note Trustee or the Receiver may require at the cost of the Issuer, PROVIDED, HOWEVER that for the avoidance of doubt, the Issuer and the Note Trustee shall not (and shall not be entitled to) execute or cause to be executed any assignments and shall not give any notices to any of the underlying credit card obligors. 15.2 For the purpose of securing the interest of the Note Trustee, the Swap Counterparty, the Expenses Loan Provider and the Noteholders in and to the Charged Property and the performance of its obligations to the Note Trustee, the Noteholders, the Swap Counterparty and the Expenses Loan Provider, whether under or pursuant to this Deed or any Issuer Related Document or in relation to the Charged Property, the Issuer The Mortgagor hereby irrevocably for value and by way of security appoints the Note Trustee and every Receiver of the Charged Property or any part thereof to be its attorney Collateral Agent (with full power to appoint substitutes or and to sub-delegate, including power ) to authorise the person so appointed to make further appointments) on behalf of the Issuer be its attorney for it and in its name and on its behalf or otherwiseotherwise and, after this security becomes enforceable, to execute and do all such acts and things which the Mortgagor is required to do pursuant to or relating to this Assignment, including without limitation to sign, seal, deliver, perfect and do any deed, assurance, document or do act which may be required or may be deemed proper by the Collateral Agent whether in favor of the Collateral Agent or any act other person and whether for the purpose of exercising any power conferred by this Assignment or thing which the Note Trustee or such Receiver (or such substitute or delegate) may, in its or his absolute discretion, properly consider appropriate otherwise in connection with the exercise enforcement of any this security. (c) Without prejudice to the generality of the rights or powers of provisions contained in Section 10(b), the Note Trustee or Mortgagor hereby covenants with the Receiver under or pursuant Collateral Agent that if required so to this Deed or any Issuer Related Documentdo, provided, however, that the appointment comprised in this Clause 15.2 shall not entitle any person to act as attorney of the Issuer until such time as an Event of Default has occurred, and then only for so long as an Event of Default is subsisting. 15.3 The Issuer hereby ratifies and confirms and agrees to Mortgagor will ratify and confirm whatever any such attorney shall lawfully do confirm: (i) all acts done by the Collateral Agent or purport to do by the Mortgagor at the Collateral Agent’s instance in the exercise of the Collateral Agent’s powers in accordance with this Assignment; and (ii) all transactions entered into by the Collateral Agent in signing, sealing, delivering and otherwise perfecting any assignment, mortgage, charge, security, deed, assurance, document or purported act in the exercise of all or any of the powers, authorities and discretions referred to Collateral Agent’s powers in accordance with this Clause 15Assignment.

Further Assurance and Power of Attorney. 15.1 The Issuer hereby further covenants with and undertakes to the Note Trustee that it will from time to time upon demand: (a) execute, at its own cost, any document or do any act or thing which the Note Trustee or the Receiver may specify with a view to: (i) perfecting or improving any charge or security created or intended to be created by this Deed, including, without limitation, such additional or corroborative security document and in such forms as the Note Trustee or the Receiver may specify; or (ii) after service of an Enforcement Notice, facilitating the exercise, or the proposed exercise, of any of their powers; and (b) give or join in giving or procuring the giving of such notices to such persons, and all in such form, as the Note Trustee or the Receiver may require at the cost of the Issuer, PROVIDED, HOWEVER that for the avoidance of doubt, the Issuer and the Note Trustee shall not (and shall not be entitled to) execute or cause to be executed any assignments and shall not give any notices to any of the underlying credit card obligors. 15.2 For the purpose of securing the interest of the Note Trustee, the Swap Counterparty, the Expenses Loan Provider and the Noteholders in and to the Charged Property and the performance of its obligations to the Note Trustee, the Noteholders, Noteholders the Swap Counterparty and the Expenses Loan Provider, whether under or pursuant to this Deed or any Issuer Related Document or in relation to the Charged Property, the Issuer irrevocably for value and by way of security appoints the Note Trustee and every Receiver of the Charged Property or any part thereof to be its attorney (with full power to appoint substitutes or to sub-delegate, including power to authorise the person so appointed to make further appointments) on behalf of the Issuer and in its name or otherwise, to execute any document or do any act or thing which the Note Trustee or such Receiver (or such substitute or delegate) may, in its or his absolute discretion, properly consider appropriate in connection with the exercise of any of the rights or powers of the Note Trustee or the Receiver under or pursuant to this Deed or any Issuer Related Document, provided, however, that the appointment comprised in this Clause 15.2 shall not entitle any person to act as attorney of the Issuer until such time as an Event of Default has occurred, and then only for so long as an Event of Default is subsisting. 15.3 The Issuer hereby ratifies and confirms and agrees to ratify and confirm whatever any such attorney shall lawfully do or purport to do in the exercise or purported exercise of all or any of the powers, authorities and discretions referred to in this Clause 15.

Further Assurance and Power of Attorney. 15.1 7.1 The Issuer hereby further covenants with Pledgor shall at any time and undertakes to the Note Trustee that it will from time to time upon demand: (a) execute, at its own costexpense, execute all such further instruments and documents and do all such things as the Pledgee may deem reasonably necessary for the purpose of obtaining the full benefit of the pledge and of the rights, title, interest, powers, authorities and discretions conferred on the Pledgee by this Agreement including (without limitation) procuring the Company to execute any such instruments and documents as aforesaid. 7.2 The Pledgor hereby irrevocably appoints the Pledgee (or any other person which at any time may be nominated by the Pledgee) by way of security as its true and lawful attorney with full power to act alone and with full power of substitution, for the purpose of doing in its name, following the occurrence of an Enforcement Event which is continuing, any document or do any act or thing and all acts whatsoever which the Note Trustee or Pledgor itself could do in connection with the Receiver may specify with a view to: (i) perfecting or improving any charge or security created or intended to be created by this Deed, Charged Property including, but without limitation, such additional or corroborative security document and in such forms as the Note Trustee or the Receiver may specify; or (ii) after service of an Enforcement Notice, facilitating the exercise, or the proposed exercise, of appointing any of their powers; and (b) give or join in giving or procuring the giving of such notices to such persons, and all in such form, as the Note Trustee or the Receiver may require at the cost of the Issuer, PROVIDED, HOWEVER that brokers for the avoidance of doubt, the Issuer and the Note Trustee shall not (and shall not be entitled to) execute or cause to be executed any assignments and shall not give any notices to any of the underlying credit card obligors. 15.2 For the purpose of securing selling or otherwise disposing the interest Charged Property, the making of all necessary transfers of the Note TrusteeCharged Property, the Swap Counterpartyexecution of all necessary instruments of conveyance, assignment and transfer, the Expenses Loan Provider demanding, collecting, receiving, compromising and the Noteholders in securing for, so far as may be permitted by law, all claims, rights and to the Charged Property interests whatsoever and the performance of its obligations to the Note Trustee, the Noteholders, the Swap Counterparty and the Expenses Loan Provider, whether under or pursuant to this Deed or any Issuer Related Document or in relation howsoever related to the Charged Property, the Issuer irrevocably for value Pledgor hereby ratifying and confirming all that its said attorney shall lawfully do by way virtue hereof. 7.3 The exercise of security appoints the Note Trustee and every Receiver of the Charged Property such powers as mentioned in Clause 7.2 by or any part thereof to be its attorney (with full power to appoint substitutes or to sub-delegate, including power to authorise the person so appointed to make further appointments) on behalf of the Issuer and in its name or otherwise, to execute Pledgee shall not put any document or do any act or thing which the Note Trustee or such Receiver (or such substitute or delegate) may, in its or his absolute discretion, properly consider appropriate in connection person dealing with the Pledgee upon any inquiry as to whether the security created by this Agreement has become immediately enforceable nor shall such person be in any way affected by notice that the security created by this Agreement has not become enforceable and the exercise by the Pledgee of any such power shall be conclusive evidence of its right to exercise the same. 7.4 The appointment of the rights or powers Pledgee as attorney under Clause 7.2 shall be immediately terminated and revoked upon the expiry of the Note Trustee or the Receiver under or pursuant to this Deed or any Issuer Related Document, provided, however, that the appointment comprised in this Clause 15.2 shall not entitle any person to act as attorney of the Issuer until such time as an Event of Default has occurred, and then only for so long as an Event of Default is subsistingSecurity Period. 15.3 The Issuer hereby ratifies and confirms and agrees to ratify and confirm whatever any such attorney shall lawfully do or purport to do in the exercise or purported exercise of all or any of the powers, authorities and discretions referred to in this Clause 15.