Common use of Optional Redemption for Tax and other Reasons Clause in Contracts

Optional Redemption for Tax and other Reasons. Provided that a First Issuer Note Acceleration Notice has not been served and if the First Issuer at any time satisfies the Note Trustee immediately prior to the giving of the notice referred to below that on the next Interest Payment Date either (i) the First Issuer would by virtue of a change in the law or regulations of the United Kingdom or any other jurisdiction (or the application or interpretation thereof) be required to deduct or withhold from any payment of principal or interest or any other amount due under any of the Issuer Notes any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature (other than where the relevant holder or beneficial owner has some connection with the relevant jurisdiction other than the holding of the First Issuer Notes) or (ii) Funding 1 would be required to deduct or withhold from amounts due under the First Issuer Intercompany Loan any amount on account of any present or future taxes, duties, assessments or governmental charges of whatever nature, and (iii) such obligation of the First Issuer or Funding 1 (as the case may be) cannot be avoided by the First Issuer or Funding 1 (as the case may be) taking reasonable measures available to it, then the First Issuer shall use its reasonable endeavours to arrange the substitution of a company incorporated in another jurisdiction, if it avoids the relevant event described in (i) or (ii) above, approved in writing by the Note Trustee as principal debtor under the First Issuer Notes and as lender under the First Issuer Intercompany Loan Agreement, as the case may be, upon the Note Trustee being satisfied that (1) such substitution will not be materially prejudicial to the First issuer Noteholders (and in making such determination, the Note Trustee may rely, without further investigation or inquiry, on any confirmation from the Rating Agencies that the then current ratings of the First Issuer Notes would not be adversely affected by such substitution); and (2) that the position of the First Issuer Secured Creditors will not thereby be adversely affected; and (3) that such substitution would not require registration of any new security under US securities laws or materially increase the disclosure requirements under US law. Only if the First Issuer is unable to arrange a substitution will the First Issuer be entitled to redeem the Issuer Notes as described in this Condition 5(E). If the First Issuer or Funding 1 (as the case may be) is unable to arrange a substitution as described above and, as a result, one or more of the events described in (i) or (ii) above (as the case may be) is continuing, then the First Issuer may, having given not more than 60 nor less than 30 clays’ written notice to the Note Trustee and the First Issuer Noteholders in accordance with Condition 14, redeem all (but not some only) of the Issuer Notes on the next following Interest Payment Date at their aggregate Principal Amount Outstanding together with any interest accrued thereon provided that (in either case), prior to giving any such notice, the First Issuer shall have provided to the Note Trustee (1) a certificate signed by two directors of the First Issuer stating that the circumstances referred to in (i) and/or (ii) above prevail and setting out details of such circumstances, and (2) an opinion in form and substance satisfactory to the Note Trustee of independent legal advisers of recognised standing to the effect that the First Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment. The Note Trustee shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the circumstance set out in (i) and/or (ii) above, in which event they shall be conclusive and binding on the First Issuer Noteholders. The First Issuer may only redeem the Issuer Notes as described above if the Note Trustee is, in its absolute discretion, satisfied that the First Issuer will have the funds, not subject to the interest of any other person, required to redeem the First Issuer Notes as aforesaid and any amounts required under the First Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Issuer Cash Management Agreement to be paid in priority to or pari passu with the First Issuer Notes outstanding in accordance with the terms and conditions thereof. If, at any time, the First Issuer has delivered a certificate to Funding 1, the Note Trustee, the Security Trustee and the Rating Agencies to the effect that it would be unlawful for the First Issuer to make, fund or allow to remain outstanding a Term Advance made by it under the First Intercompany Loan Agreement and stating that the First Issuer requires Funding 1 to prepay the Term Advance, the First Issuer may, having given not more than 60 days and not less than 30 days’ (or such shorter period as may be required by any relevant law) prior written notice to the Note Trustee and the First Issuer Noteholders in accordance with Condition 14 redeem all (but not some only) of the First Issuer Notes on any Interest Payment Date at their aggregate Principal Amount Outstanding together with any interest accrued thereon provided that, prior to giving any such notice, the First Issuer shall have provided to the Note Trustee a certificate signed by two directors of the First Issuer to the effect that it will have the funds, not subject to the interest of any other person, required to redeem the First Issuer Notes as aforesaid and any amounts required under the First Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Issuer Cash Management Agreement to be paid in priority to or pari passu with the First Issuer Notes outstanding in accordance with the terms and conditions thereof.

Optional Redemption for Tax and other Reasons. Provided that a First Issuer Note Acceleration Notice has not been served and if If the First Current Issuer at any time satisfies the Note Trustee immediately prior to the giving of the notice referred to below that on the next Payment Date or Interest Payment Date either (i) the First Current Issuer would by virtue of a change in the law or regulations of the United Kingdom or any other jurisdiction (or the application or interpretation thereof) be required to deduct or withhold from any payment of principal or interest or any other amount due under any of the Issuer Notes any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature (other than where the relevant holder or beneficial owner has some connection with the relevant jurisdiction other than the holding of the First Issuer Notes) or (ii) Funding 1 would be required to deduct or withhold from amounts due under the First Current Issuer Intercompany Loan any amount on account of any present or future taxes, duties, assessments or governmental charges of whatever nature, nature and (iii) such obligation of the First Current Issuer or Funding 1 (as the case may be) cannot be avoided by the First Current Issuer or Funding 1 (as the case may be) taking reasonable measures available to it, then the First Current Issuer shall use its reasonable endeavours to arrange the substitution of a company incorporated in another jurisdiction, if it avoids the relevant event described in (i) or (ii) above, jurisdiction approved in writing by the Note Trustee as principal debtor under the First Issuer Class A Notes, the Class B Notes, the Class M Notes and the Class C Notes and/or as lender under the First Current Issuer Intercompany Loan Agreement, as the case may be, upon the Note Trustee being satisfied that (1) such substitution will not be materially prejudicial to the First issuer Noteholders (and in making such determinationNoteholders, the Note Trustee may rely, without further investigation or inquiry, on any confirmation from the Rating Agencies that the then current ratings of the First Issuer Notes would not be adversely affected by such substitution); and (2) that the position of the First Current Issuer Secured Creditors will not thereby be adversely affected; , and (3) that such substitution would not require registration of any new security under US United States securities laws or would materially increase the disclosure requirements under US lawUnited States law or the costs of issuance. Only if the First Current Issuer is unable to arrange a substitution will the First Current Issuer be entitled to redeem the Issuer Notes as described in this Condition 5(E). If Subject to the First proviso below, if the Current Issuer or Funding 1 (as the case may be) is unable to arrange a substitution as described above and, as a result, one or more of the events described in (i) or (ii) above (as the case may be) is continuing, then the First Current Issuer may, having given not more than 60 nor less than 30 clays’ written days' notice to the Note Trustee and the First Issuer Noteholders in accordance with Condition 14, redeem all (but not some only) of the Issuer Notes on the next following Interest immediately succeeding Payment Date at their aggregate Principal Amount Outstanding together with any accrued and unpaid interest accrued thereon in respect thereof provided that (in either case), prior to giving any such notice, the First Current Issuer shall have provided to the Note Trustee (1A) a certificate signed by two directors of the First Current Issuer stating that the circumstances referred to in (i) and/or or (ii) and (iii) above prevail and setting out details of such circumstances, circumstances and (2B) an opinion in form and substance satisfactory to the Note Trustee of independent legal advisers advisors of recognised standing to the effect that the First Current Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment. The Note Trustee shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the circumstance set out in (i) and/or or (ii) and (iii) above, in which event they shall be conclusive and binding on the First Issuer Noteholders. The First Current Issuer may only redeem the Issuer Notes as described above aforesaid if the Note Trustee is, is satisfied in its absolute discretion, satisfied accordance with the Transaction Documents that the First Current Issuer will have the funds, not subject to the interest of any other person, required to redeem the First Issuer Notes as aforesaid and any amounts required under the First Current Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Current Issuer Cash Management Agreement to be paid in priority to or pari passu with the First Issuer Notes outstanding in accordance with the terms and conditions thereof. IfIn addition to the foregoing, if at any time, the First Issuer has delivered a certificate to Funding 1, the Note Trustee, the Security Trustee and the Rating Agencies to the effect that time it would be becomes unlawful for the First Current Issuer to make, fund or allow to remain outstanding a Term Advance made by it under the First Current Issuer Intercompany Loan Agreement and stating that Loan, then the First Current Issuer requires may require Funding 1 to prepay the Term Advance, the First Issuer may, having given upon giving not more than 60 days and not nor less than 30 days’ ' (or such shorter period as may be required by under any relevant law) prior written notice to the Note Trustee Current Issuer and the First Note Trustee, to prepay the Current Issuer Noteholders in accordance with Condition 14 redeem all (but not some only) of the First Issuer Notes Intercompany Loan on any Interest Payment Date at their aggregate Principal Amount Outstanding together with any interest accrued thereon provided that, prior to giving any such notice, the First Issuer shall have provided to the Note Trustee a certificate signed by two directors of the First Issuer to the effect that it will have the funds, not subject to the interest of any other person, required to redeem the First Issuer Notes as aforesaid and any amounts required under the First Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Issuer Cash Management Agreement to be paid in priority to or pari passu with the First Issuer Notes outstanding in accordance with the terms and conditions thereofprovisions of the Current Issuer Intercompany Loan Agreement to the extent necessary to cure such illegality. Such monies received by the Current Issuer shall be used to redeem the Current Issuer Notes in full on that Payment Date.

Optional Redemption for Tax and other Reasons. Provided that a First Issuer Note Acceleration Notice has not been served and served, if the First Issuer at any time satisfies the Note Trustee immediately prior to the giving of the notice referred to below that on the next Interest Payment Date either either: (ia) the First Issuer would by virtue of a change in the law or regulations of the United Kingdom or any other jurisdiction (or the application or interpretation thereof) be required to deduct or withhold from any payment of principal or interest or any other amount due under any a Class of the Issuer Notes any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature (other than where the relevant holder Holder or beneficial owner has some connection with the relevant jurisdiction other than the holding of the First Issuer Notes) or ); or (iib) Funding 1 would by virtue of a change in the law or regulations of the United Kingdom or any other jurisdiction (or the application or interpretation thereof) be required to deduct or withhold from amounts due under the First Issuer Intercompany Loan Agreement any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature, ; and (c) in relation to either the events described in (a) and (iiib) above, such obligation of the First Issuer or Funding 1 (as the case may be) cannot be avoided by the First Issuer or Funding 1 (as the case may be) taking reasonable measures available to itthe Issuer or Funding 1 (as the case may be), then the First Issuer shall use its reasonable endeavours to arrange the substitution of a company incorporated in another jurisdiction, if it avoids the relevant event described in (i) or (ii) above, jurisdiction approved in writing by the Note Trustee as principal debtor under the First Issuer such Notes and and/or as lender under the First Issuer Intercompany Loan Agreement, as the case may be, Agreement upon the Note Trustee (1) being satisfied that (1) such substitution will not be materially prejudicial to the First issuer Noteholders interests of Noteholders, (and in making such determination, the Note Trustee may rely, without further investigation or inquiry, on any 2) receiving written confirmation from the Rating Agencies that the then current ratings of the First Issuer Rated Notes would will not be adversely affected by such substitutiondowngraded, withdrawn or qualified and any other confirmation which it considers, in its absolute discretion, is necessary and/or appropriate (subject to Condition 15 (Rating Agencies); ), and (23) receiving a certificate signed by two directors of the Issuer or Funding 1, as the case may be, certifying that such substitution would enable the Issuer or Funding 1, as the case may be, to make payments of principal and interest under the relevant Class of Notes or under the Intercompany Loan, as the case may be, without such deduction or withholding, and upon the Issuer Security Trustee being satisfied that the position of the First Issuer Secured Creditors (other than the Noteholders) will not thereby be adversely affected; and (3) that affected as confirmed in writing by such substitution would not require registration of any new security under US securities laws or materially increase Issuer Secured Creditors to the disclosure requirements under US lawIssuer Security Trustee. Only if the First Issuer is unable to arrange a substitution will the First Issuer be entitled to redeem the Issuer Notes as described in this Condition 5(E)5.5. If The Note Trustee may: (i) have regard to the First written confirmations referred to in (2) above; and (ii) rely on the certificate referred to in (3) above which shall be binding on the Note Trustee and the Noteholders, without having to call for any further evidence and without liability to any Noteholder for so doing. Subject to the proviso below, if the Issuer or Funding 1 (as the case may be) is unable to arrange a substitution as described above and, as a result, one or more of the events described in (ia) or (iib) above (as the case may be) and (c) is continuing, then the First Issuer may, having given not more than 60 nor less than 30 clays’ written days' notice to the Note Trustee and the First Issuer Noteholders in accordance with Condition 1414 (Notice to Noteholders), redeem all (but not some only) of the Issuer such Notes on the next following immediately succeeding Interest Payment Date for such Notes at their aggregate Principal Amount Outstanding together with any accrued and unpaid interest accrued thereon in respect thereof provided that (in either case), prior to giving any such notice, the First Issuer shall have provided to the Note Trustee Trustee: (1i) a certificate signed by two directors of the First Issuer stating that the circumstances referred to in (ia) and/or (ii) above prevail and setting out details of such circumstances, and (2) an opinion in form and substance satisfactory to the Note Trustee of independent legal advisers of recognised standing to the effect that the First Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment. The Note Trustee shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the circumstance set out in (i) and/or (ii) above, in which event they shall be conclusive and binding on the First Issuer Noteholders. The First Issuer may only redeem the Issuer Notes as described above if the Note Trustee is, in its absolute discretion, satisfied that the First Issuer will have the funds, not subject to the interest of any other person, required to redeem the First Issuer Notes as aforesaid and any amounts required under the First Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Issuer Cash Management Agreement to be paid in priority to or pari passu with the First Issuer Notes outstanding in accordance with the terms and conditions thereof. If, at any time, the First Issuer has delivered a certificate to Funding 1, the Note Trustee, the Security Trustee and the Rating Agencies to the effect that it would be unlawful for the First Issuer to make, fund or allow to remain outstanding a Term Advance made by it under the First Intercompany Loan Agreement and stating that the First Issuer requires Funding 1 to prepay the Term Advance, the First Issuer may, having given not more than 60 days and not less than 30 days’ (or such shorter period as may be required by any relevant law) prior written notice to the Note Trustee and the First Issuer Noteholders in accordance with Condition 14 redeem all (but not some only) of the First Issuer Notes on any Interest Payment Date at their aggregate Principal Amount Outstanding together with any interest accrued thereon provided that, prior to giving any such notice, the First Issuer shall have provided to the Note Trustee a certificate signed by two directors of the First Issuer to the effect that it will have the funds, not subject to the interest of any other person, required to redeem the First Issuer Notes as aforesaid and any amounts required under the First Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Issuer Cash Management Agreement to be paid in priority to or pari passu with the First Issuer Notes outstanding in accordance with the terms and conditions thereof.or

Optional Redemption for Tax and other Reasons. Provided that a First Issuer Note Acceleration Notice has not been served and if If the First Issuer Issuing Entity at any time satisfies the Note Trustee immediately prior to the giving of the notice referred to below that on the next Interest Note Payment Date either either: (i) the First Issuer Issuing Entity would by virtue of a change in the law or regulations of the United Kingdom or any other jurisdiction (or the application or interpretation thereof) be required to deduct or withhold from any payment of principal or interest or any other amount due under any a Series and Class of the Issuer Notes any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature (other than where the relevant holder or beneficial owner has some connection with the relevant jurisdiction other than the holding of the First Issuer Notes) or nature; or (ii) Funding 1 2 would be required to deduct or withhold from amounts due in respect of the Loan Tranche under the First Issuer Global Intercompany Loan Agreement which was funded by such Notes any amount on account of any present or future taxes, duties, assessments or governmental charges of whatever nature, and ; and (iii) in relation to either the events described in (i) and (ii) above, such obligation of the First Issuer Issuing Entity or Funding 1 2 (as the case may be) cannot be avoided by the First Issuer Issuing Entity or Funding 1 2 (as the case may be) taking reasonable measures available to it, then the First Issuer Issuing Entity shall use its reasonable endeavours to arrange the substitution of a company incorporated in another jurisdiction, if it avoids the relevant event described in (i) or (ii) above, jurisdiction approved in writing by the Note Trustee as principal debtor under the First Issuer such Notes and and/or as lender under the First Issuer Intercompany of such Loan Agreement, Tranche as the case may be, upon the Note Trustee being satisfied that (1) such substitution will not be materially prejudicial to the First issuer Noteholders W-58 Noteholders, and upon the Issuer Security Trustee being satisfied that (and in making such determination, the Note Trustee may rely, without further investigation or inquiry, on any confirmation from the Rating Agencies that the then current ratings of the First Issuer Notes would not be adversely affected by such substitution); and (21) that the position of the First Issuer Secured Creditors will not thereby be adversely affected; , and (32) that such substitution would not require registration of any new security under US United States securities laws or would materially increase the disclosure requirements under US lawUnited States law or the costs of issuance. Only if the First Issuer Issuing Entity is unable to arrange a substitution will the First Issuer Issuing Entity be entitled to redeem the Issuer Notes as described in this Condition 5(E). If Subject to the First Issuer or Funding 1 (as proviso below, if the case may be) Issuing Entity is unable to arrange a substitution as described above and, as a result, one or more of the events described in (i) or (ii) above (as the case may be) is continuing, then the First Issuer Issuing Entity may, having given not more than 60 nor less than 30 clays’ written days' notice to the Note Trustee and the First Issuer Noteholders in accordance with Condition 14, redeem all (but not some only) of the Issuer such Notes on the next following Interest immediately succeeding Note Payment Date for such Notes at their aggregate Principal Redemption Amount Outstanding together with any accrued and unpaid interest accrued thereon in respect thereof provided that (in either case), prior to giving any such notice, the First Issuer Issuing Entity shall have provided to the Note Trustee Trustee: (1a) a certificate signed by two directors of the First Issuer Issuing Entity stating that the circumstances referred to in (i) and/or or (ii) and (iii) above prevail and setting out details of such circumstances, and ; and (2b) an opinion in form and substance satisfactory to the Note Trustee of independent legal advisers advisors of recognised standing to the effect that the First Issuer Issuing Entity has or will become obliged to pay such additional amounts as a result of such change or amendment. The Note Trustee shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the circumstance set out in (i) and/or or (ii) and (iii) above, in which event they shall be conclusive and binding on the First Issuer Noteholders. The First Issuer Issuing Entity may only redeem the Issuer such Notes as described above aforesaid, if the Note Trustee is, in its absolute discretion, satisfied that the First Issuer will have the funds, not subject to the interest of any other person, required to redeem the First Issuer Notes as aforesaid and any amounts required under the First Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Issuer Cash Management Agreement to be paid in priority to on or pari passu with the First Issuer Notes outstanding in accordance with the terms and conditions thereof. If, at any time, the First Issuer has delivered a certificate to Funding 1, the Note Trustee, the Security Trustee and the Rating Agencies to the effect that it would be unlawful for the First Issuer to make, fund or allow to remain outstanding a Term Advance made by it under the First Intercompany Loan Agreement and stating that the First Issuer requires Funding 1 to prepay the Term Advance, the First Issuer may, having given not more than 60 days and not less than 30 days’ (or such shorter period as may be required by any relevant law) prior written notice to the Note Trustee and the First Issuer Noteholders in accordance with Condition 14 redeem all (but not some only) of the First Issuer Notes on any Interest Payment Date at their aggregate Principal Amount Outstanding together with any interest accrued thereon provided that, prior to giving any such notice, the First Issuer Issuing Entity shall have provided to the Note Trustee a certificate signed by two directors of the First Issuer Issuing Entity to the effect that (a) it will have the funds, not subject to the any interest of any other person, required to redeem the First Issuer such Notes as aforesaid and any amounts required under the First Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Issuer Cash Management Agreement to be paid in priority to or pari passu with the First Issuer such Notes outstanding in accordance with the terms and conditions thereofof the Issuer Deed of Charge and the Issuer Cash Management Agreement, and (b) the Repayment Tests will be satisfied following the making of such redemptions. In addition to the foregoing, if at any time it becomes unlawful for the Issuing Entity to make, fund or allow to remain outstanding the Global Intercompany Loan, then the Issuing Entity may require Funding 2 upon giving not more than 60 nor less than 30 days' (or such shorter period as may be required under any relevant law) prior written notice to the Issuing Entity (whereupon the Issuing Entity shall give notice to the Noteholders in accordance with Condition 14), the Issuer Security Trustee and the Note Trustee, to prepay the Global Intercompany Loan on any Loan Payment Date subject to and in accordance with the provisions of the Global Intercompany Loan Agreement to the extent necessary to cure such illegality. Such monies received by the Issuing Entity shall be used to redeem the Notes in full, together with any accrued and unpaid interest, on the equivalent Note Payment Date.

Optional Redemption for Tax and other Reasons. Provided that a First Issuer Note Acceleration Notice has not been served and if If the First Eighth Issuer at any time satisfies the Note Trustee immediately prior to the giving of the notice referred to below that either on the next Interest Payment Date either (i) the First Eighth Issuer would by virtue of a change in the law or regulations of the United Kingdom or any other jurisdiction (or the application or interpretation thereof) be required to deduct or withhold from any payment of principal or interest or any other amount due under any of the Issuer Notes any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature (other than where the relevant holder or beneficial owner has some connection with the relevant jurisdiction other than the holding of the First Issuer Notes) or (ii) Funding 1 would be required to deduct or withhold from amounts due under the First Eighth Issuer Intercompany Loan any amount on account of any present or future taxes, duties, assessments or governmental charges of whatever nature, and (iii) such obligation of the First Issuer or Funding 1 (as the case may be) cannot be avoided by the First Issuer or Funding 1 (as the case may be) taking reasonable measures available to it, then the First Eighth Issuer shall use its reasonable endeavours to arrange the substitution of a company incorporated in another jurisdictionshall, if it avoids the relevant event described in (i) or (ii) above, use its reasonable endeavours to arrange the substitution of a company incorporated in another jurisdiction approved in writing by the Note Trustee as principal debtor under the First Class A Eighth Issuer Notes, the Class B Eighth Issuer Notes and the Class M Eighth Issuer Notes and as lender under the First Eighth Issuer Intercompany Loan Agreement, as the case may be, upon the Note Trustee being satisfied that (1) such substitution will not be materially prejudicial to the First issuer Noteholders (and in making such determination, the Note Trustee may rely, without further investigation or inquiry, on any confirmation from the Rating Agencies that the then current ratings of the First Eighth Issuer Notes would not be adversely affected by such substitution)Noteholders; and (2) that the position of the First Eighth Issuer Secured Creditors will not thereby be adversely affected; and (3) that such substitution would not require registration of any new security under US securities laws or materially increase the disclosure requirements under US lawlaw or the cost of issuance. Only if the First Eighth Issuer is unable to arrange a substitution will the First Eighth Issuer be entitled to redeem the Issuer Notes as described in this Condition 5(E). If the First Eighth Issuer or Funding 1 (as the case may be) is unable to arrange a substitution as described above and, as a result, one or more of the events described in (i) or (ii) above (as the case may be) is continuing, then the First Eighth Issuer may, having given not more than 60 nor less than 30 clays’ written days' notice to the Note Trustee and the First Eighth Issuer Noteholders in accordance with Condition 14, redeem all (but not some only) of the Issuer Notes on the next following any Interest Payment Date at their aggregate Principal Amount Outstanding together with any interest accrued thereon provided that (in either case), prior to giving any such notice, the First Eighth Issuer shall have provided to the Note Trustee (1) a certificate signed by two directors of the First Eighth Issuer stating that the circumstances referred to in (i) and/or (ii) above prevail and setting out details of such circumstances, and (2) an opinion in form and substance satisfactory to the Note Trustee of independent legal advisers of recognised standing to the effect that the First Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment. The Note Trustee shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the circumstance set out in (i) and/or (ii) above, in which event they shall be conclusive and binding on the First Issuer Noteholders. The First Issuer may only redeem the Issuer Notes as described above if the Note Trustee is, in its absolute discretion, satisfied that the First Issuer it will have the funds, not subject to the interest of any other person, required to redeem the First Eighth Issuer Notes as aforesaid and any amounts required under the First Eighth Issuer Pre-Pre- Enforcement Revenue Priority of Payments currently set out in the First Eighth Issuer Cash Management Agreement to be paid in priority to or pari passu with the First Eighth Issuer Notes outstanding in accordance with the terms and conditions thereof. If, at any time, the First Eighth Issuer has delivered a certificate to Funding 1Funding, the Note Trustee, the Eighth Issuer Security Trustee and the Rating Agencies to the effect that it would be unlawful for the First Eighth Issuer to make, fund or allow to remain outstanding a Term Advance made by it under the First Eighth Intercompany Loan Agreement and stating that the First Eighth Issuer requires Funding 1 to prepay the Term Advance, the First Eighth Issuer may, having given not more than 60 days and not less than 30 days’ ' (or such shorter period as may be required by any relevant law) prior written notice to the Note Trustee and the First Eighth Issuer Noteholders in accordance with Condition 14 redeem all (but not some only) of the First Eighth Issuer Notes on any Interest Payment Date at their aggregate Principal Amount Outstanding together with any interest accrued thereon provided that, prior to giving any such notice, the First Eighth Issuer shall have provided to the Note Trustee a certificate signed by two directors of the First Eighth Issuer to the effect that it will have the funds, not subject to the interest of any other person, required to redeem the First Eighth Issuer Notes as aforesaid and any amounts required under the First Eighth Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Eighth Issuer Cash Management Agreement to be paid in priority to or pari passu with the First Eighth Issuer Notes outstanding in accordance with the terms and conditions thereof. If the New Basel Capital Accord (as described in the third consultative document "THE NEW BASEL CAPITAL ACCORD" published in April 2003 by the Basel Committee on Banking Supervision) has been implemented in the United Kingdom, whether by rule of law, recommendation of best practice or by any other regulation, and provided that an Eighth Issuer Note Enforcement Notice has not been served on the interest payment date falling in April 2007 and on any interest payment date thereafter, then the Eighth Issuer may redeem all (but not some only) of the Eighth Issuer Notes (other than the Series 1 Class A Eighth Issuer Notes) at the Principal Amount Outstanding thereof, together with any accrued interest thereon, on giving not more than 60 days and not less than 30 days' (or such shorter period as may be required by any relevant law) prior written notice thereof to the Note Trustee and the Eighth Issuer Noteholders in accordance with Condition 14, provided that, prior to giving any such notice, the Eighth Issue shall have provided to the Note Trustee a certificate signed by two directors of the Eighth Issuer to the effect that it will have the funds, not subject to the interest of any other person, required to redeem the Eighth Issuer Notes as aforesaid and any amounts required under the Eighth Issuer Pre-Enforcement Revenue Priority of Payments (or, as the case may be, the Eighth Issuer Post-Enforcement Revenue Priority of Payments) currently set out in the Eighth Issuer Cash Management Agreement to be paid in priority to or pari passu with the Eighth Issuer Notes outstanding in accordance with the terms and conditions thereof.

Optional Redemption for Tax and other Reasons. Provided that a First Issuer Note Acceleration Notice has not been served and if 77 If the First Seventh Issuer at any time satisfies the Note Trustee immediately prior to the giving of the notice referred to below that either on the next Interest Payment Date either (i) the First Seventh Issuer would by virtue of a change in the law or regulations of the United Kingdom or any other jurisdiction (or the application or interpretation thereof) be required to deduct or withhold from any payment of principal or interest or any other amount due under any of the Issuer Notes any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature (other than where the relevant holder or beneficial owner has some connection with the relevant jurisdiction other than the holding of the First Issuer Notes) or (ii) Funding 1 would be required to deduct or withhold from amounts due under the First Seventh Issuer Intercompany Loan any amount on account of any present or future taxes, duties, assessments or governmental charges of whatever nature, and (iii) such obligation of the First Issuer or Funding 1 (as the case may be) cannot be avoided by the First Issuer or Funding 1 (as the case may be) taking reasonable measures available to it, then the First Seventh Issuer shall use its reasonable endeavours to arrange the substitution of a company incorporated in another jurisdictionshall, if it avoids the relevant event described in (i) or (ii) above, use its reasonable endeavours to arrange the substitution of a company incorporated in another jurisdiction approved in writing by the Note Trustee as principal debtor under the First Class A Seventh Issuer Notes, the Class B Seventh Issuer Notes and the Class M Seventh Issuer Notes and as lender under the First Seventh Issuer Intercompany Loan Agreement, as the case may be, upon the Note Trustee being satisfied that (1) such substitution will not be materially prejudicial to the First issuer Noteholders (and in making such determination, the Note Trustee may rely, without further investigation or inquiry, on any confirmation from the Rating Agencies that the then current ratings of the First Seventh Issuer Notes would not be adversely affected by such substitution)Noteholders; and (2) that the position of the First Seventh Issuer Secured Creditors will not thereby be adversely affected; and (3) that such substitution would not require registration of any new security under US securities laws or materially increase the disclosure requirements under US lawlaw or the cost of issuance. Only if the First Seventh Issuer is unable to arrange a substitution will the First Seventh Issuer be entitled to redeem the Issuer Notes as described in this Condition 5(E). If the First Seventh Issuer or Funding 1 (as the case may be) is unable to arrange a substitution as described above and, as a result, one or more of the events described in (i) or (ii) above (as the case may be) is continuing, then the First Seventh Issuer may, having given not more than 60 nor less than 30 clays’ written days' notice to the Note Trustee and the First Seventh Issuer Noteholders in accordance with Condition 14, redeem all (but not some only) of the Issuer Notes on the next following any Interest Payment Date at their aggregate Principal Amount Outstanding together with any interest accrued thereon provided that (in either case), prior to giving any such notice, the First Seventh Issuer shall have provided to the Note Trustee (1) a certificate signed by two directors of the First Seventh Issuer stating that the circumstances referred to in (i) and/or (ii) above prevail and setting out details of such circumstances, and (2) an opinion in form and substance satisfactory to the Note Trustee of independent legal advisers of recognised standing to the effect that the First Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment. The Note Trustee shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the circumstance set out in (i) and/or (ii) above, in which event they shall be conclusive and binding on the First Issuer Noteholders. The First Issuer may only redeem the Issuer Notes as described above if the Note Trustee is, in its absolute discretion, satisfied that the First Issuer it will have the funds, not subject to the interest of any other person, required to redeem the First Seventh Issuer Notes as aforesaid and any amounts required under the First Seventh Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Seventh Issuer Cash Management Agreement to be paid in priority to or pari passu with the First Seventh Issuer Notes outstanding in accordance with the terms and conditions thereof. If, at any time, the First Seventh Issuer has delivered a certificate to Funding 1Funding, the Note Trustee, the Seventh Issuer Security Trustee and the Rating Agencies to the effect that it would be unlawful for the First Seventh Issuer to make, fund or allow to remain outstanding a Term Advance made by it under the First Seventh Intercompany Loan Agreement and stating that the First Seventh Issuer requires Funding 1 to prepay the Term Advance, the First Seventh Issuer may, having given not more than 60 days and not less than 30 days’ ' (or such shorter period as may be required by any relevant law) prior written notice to the Note Trustee and the First Seventh Issuer Noteholders in accordance with Condition 14 redeem all (but not some only) of the First Seventh Issuer Notes on any Interest Payment Date at their aggregate Principal Amount Outstanding together with any interest accrued thereon provided that, prior to giving any such notice, the First Seventh Issuer shall have provided to the Note Trustee a certificate signed by two directors of the First Seventh Issuer to the effect that it will have the funds, not subject to the interest of any other person, required to redeem the First Seventh Issuer Notes as aforesaid and any amounts required under the First Seventh Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Seventh Issuer Cash Management Agreement to be paid in priority to or pari passu with the First Seventh Issuer Notes outstanding in accordance with the terms and conditions thereof. If the new Basel Capital accord (as described in the consultative document "THE NEW BASEL CAPITAL ACCORD" published in January 2001 by the Basel Committee on Banking Supervision) has been implemented in the United Kingdom, whether by rule of law, recommendation of best practice or by any other regulation, and provided that a Seventh Issuer Note Enforcement Notice has not been served on the interest payment date falling in April 2007 and on any interest payment date thereafter, then the Seventh Issuer Notes at the Principal Amount Outstanding thereof, together with any accrued interest thereon, on giving not more than 60 days and not less than 30 days' (or such shorter period as may be required by any relevant law) prior written notice thereof to the Note Trustee and the Seventh Issuer Noteholders in accordance with Condition 14, provided that, prior to giving any such notice, the Seventh Issue shall have provided to the Note Trustee a certificate signed by two directors of the Seventh Issuer to the effect that it will have the funds, not subject to the interest of any other person, required to redeem the Seventh Issuer Notes as aforesaid and any amounts required under the Seventh Issuer Pre-Enforcement Revenue Priority of Payments (or, as the case may be, the Seventh Issuer Post-Enforcement Revenue Priority of Payments) currently set out in the Seventh Issuer Cash Management Agreement to be paid in priority to or pari passu with the Seventh Issuer Notes outstanding in accordance with the terms and conditions thereof.

Optional Redemption for Tax and other Reasons. Provided that a First Issuer Note Acceleration Notice has not been served and if If the First Issuer Issuing Entity at any time satisfies the Note Trustee immediately prior to the giving of the notice referred to below that on the next Interest Note Payment Date either either: (i) the First Issuer Issuing Entity would by virtue of a change in the law or regulations of the United Kingdom or any other jurisdiction (or the application or interpretation thereof) be required to deduct or withhold from any payment of principal or interest or any other amount due under any a Series and Class of the Issuer Notes any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature (other than where the relevant holder or beneficial owner has some connection with the relevant jurisdiction other than the holding of the First Issuer Notes) or nature; or (ii) Funding 1 2 would be required to deduct or withhold from amounts due in respect of the Loan Tranche under the First Issuer Global Intercompany Loan Agreement which was funded by such Notes any amount on account of any present or future taxes, duties, assessments or governmental charges of whatever nature, and ; and (iii) in relation to either the events described in (i) and (ii) above, such obligation of the First Issuer Issuing Entity or Funding 1 2 (as the case may be) cannot be avoided by the First Issuer Issuing Entity or Funding 1 2 (as the case may be) taking reasonable measures available to it, then the First Issuer Issuing Entity shall use its reasonable endeavours to arrange the substitution of a company incorporated in another jurisdiction, if it avoids the relevant event described in (i) or (ii) above, jurisdiction approved in writing by the Note Trustee as principal debtor under the First Issuer such Notes and and/or as lender under the First Issuer Intercompany of such Loan Agreement, Tranche as the case may be, upon the Note Trustee being satisfied that (1) such substitution will not be materially prejudicial to the First issuer Noteholders Noteholders, and upon the Issuer Security Trustee being satisfied that (and in making such determination, the Note Trustee may rely, without further investigation or inquiry, on any confirmation from the Rating Agencies that the then current ratings of the First Issuer Notes would not be adversely affected by such substitution); and (21) that the position of the First Issuer Secured Creditors will not thereby be adversely affected; , and (32) that such substitution would not require registration of any new security under US United States securities laws or would materially increase the disclosure requirements under US lawUnited States law or the costs of issuance. Only if the First Issuer Issuing Entity is unable to arrange a substitution will the First Issuer Issuing Entity be entitled to redeem the Issuer Notes as described in this Condition 5(E). If Subject to the First Issuer or Funding 1 (as proviso below, if the case may be) Issuing Entity is unable to arrange a substitution as described above and, as a result, one or more of the events described in (i) or (ii) above (as the case may be) is continuing, then the First Issuer Issuing Entity may, having given not more than 60 nor less than 30 clays’ written days' notice to the Note Trustee and the First Issuer Noteholders in accordance with Condition 14, redeem all (but not some only) of the Issuer such Notes on the next following Interest immediately succeeding Note Payment Date for such Notes at their aggregate Principal Redemption Amount Outstanding together with any accrued and unpaid interest accrued thereon in respect thereof provided that (in either case), prior to giving any such notice, the First Issuer Issuing Entity shall have provided to the Note Trustee Trustee: (1a) a certificate signed by two directors of the First Issuer Issuing Entity stating that the circumstances referred to in (i) and/or or (ii) and (iii) above prevail and setting out details of such circumstances, and ; and (2b) an opinion in form and substance satisfactory to the Note Trustee of independent legal advisers advisors of recognised standing to the effect that the First Issuer Issuing Entity has or will become obliged to pay such additional amounts as a result of such change or amendment. The Note Trustee shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the circumstance set out in (i) and/or or (ii) and (iii) above, in which event they shall be conclusive and binding on the First Issuer Noteholders. The First Issuer Issuing Entity may only redeem the Issuer such Notes as described above aforesaid, if the Note Trustee is, in its absolute discretion, satisfied that the First Issuer will have the funds, not subject to the interest of any other person, required to redeem the First Issuer Notes as aforesaid and any amounts required under the First Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Issuer Cash Management Agreement to be paid in priority to on or pari passu with the First Issuer Notes outstanding in accordance with the terms and conditions thereof. If, at any time, the First Issuer has delivered a certificate to Funding 1, the Note Trustee, the Security Trustee and the Rating Agencies to the effect that it would be unlawful for the First Issuer to make, fund or allow to remain outstanding a Term Advance made by it under the First Intercompany Loan Agreement and stating that the First Issuer requires Funding 1 to prepay the Term Advance, the First Issuer may, having given not more than 60 days and not less than 30 days’ (or such shorter period as may be required by any relevant law) prior written notice to the Note Trustee and the First Issuer Noteholders in accordance with Condition 14 redeem all (but not some only) of the First Issuer Notes on any Interest Payment Date at their aggregate Principal Amount Outstanding together with any interest accrued thereon provided that, prior to giving any such notice, the First Issuer Issuing Entity shall have provided to the Note Trustee a certificate signed by two directors of the First Issuer Issuing Entity to the effect that (a) it will have the funds, not subject to the any interest of any other person, required to redeem the First Issuer such Notes as aforesaid and any amounts required under the First Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Issuer Cash Management Agreement to be paid in priority to or pari passu with the First Issuer such Notes outstanding in accordance with the terms and conditions thereofof the Issuer Deed of Charge and the Issuer Cash Management Agreement, and (b) the Repayment Tests will be satisfied following the making of such redemptions. In addition to the foregoing, if at any time it becomes unlawful for the Issuing Entity to make, fund or allow to remain outstanding the Global Intercompany Loan, then the Issuing Entity may require Funding 2 upon giving not more than 60 nor less than 30 days' (or such shorter period as may be required under any relevant law) prior written notice to the Issuing Entity (whereupon the Issuing Entity shall give notice to the Noteholders in accordance with Condition 14), the Issuer Security Trustee and the Note Trustee, to prepay the Global Intercompany Loan on any Loan Payment Date subject to and in accordance with the provisions of the Global Intercompany Loan Agreement to the extent necessary to cure such illegality. Such monies received by the Issuing Entity shall be used to redeem the Notes in full, together with any accrued and unpaid interest, on the equivalent Note Payment Date.

Optional Redemption for Tax and other Reasons. Provided that a First Issuer Note Acceleration Notice has not been served and served, if the First Issuer at any time satisfies the Note Trustee immediately prior to the giving of the notice referred to below that on the next Interest Payment Date either either: (ia) the First Issuer would by virtue of a change in the law or regulations of the United Kingdom or any other jurisdiction (or the application or interpretation thereof) be required to deduct or withhold from any payment of principal or interest or any other amount due under any a Class of the Issuer Notes any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature (other than where the relevant holder Holder or beneficial owner has some connection with the relevant jurisdiction other than the holding of the First Issuer Notes) or ); or (iib) Funding 1 would by virtue of a change in the law or regulations of the United Kingdom or any other jurisdiction (or the application or interpretation thereof) be required to deduct or withhold from amounts due under the First Issuer Intercompany Loan Agreement any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature, ; and (c) in relation to either the events described in (a) and (iiib) above, such obligation of the First Issuer or Funding 1 (as the case may be) cannot be avoided by the First Issuer or Funding 1 (as the case may be) taking reasonable measures available to itthe Issuer or Funding 1 (as the case may be), then the First Issuer shall use its reasonable endeavours to arrange the substitution of a company incorporated in another jurisdiction, if it avoids the relevant event described in (i) or (ii) above, jurisdiction approved in writing by the Note Trustee as principal debtor under the First Issuer such Notes and and/or as lender under the First Issuer Intercompany Loan Agreement, as the case may be, Agreement upon the Note Trustee (1) being satisfied that (1) such substitution will not be materially prejudicial to the First issuer Noteholders interests of Noteholders, (and in making such determination, the Note Trustee may rely, without further investigation or inquiry, on any 2) receiving written confirmation from the Rating Agencies that the then current ratings of the First Issuer Rated Notes would will not be adversely affected by such substitutiondowngraded, withdrawn or qualified and any other confirmation which it considers, in its absolute discretion, is necessary and/or appropriate (subject to Condition 15 (Rating Agencies); ), and (23) receiving a certificate signed by two directors of the Issuer or Funding 1, as the case may be, certifying that such substitution would enable the Issuer or Funding 1, as the case may be, to make payments of principal and interest under the relevant Class of Notes or under the Intercompany Loan, as the case may be, without such deduction or withholding, and upon the Issuer Security Trustee being satisfied that the position of the First Issuer Secured Creditors (other than the Noteholders) will not thereby be adversely affected; and (3) that affected as confirmed in writing by such substitution would not require registration of any new security under US securities laws or materially increase Issuer Secured Creditors to the disclosure requirements under US lawIssuer Security Trustee. Only if the First Issuer is unable to arrange a substitution will the First Issuer be entitled to redeem the Issuer Notes as described in this Condition 5(E)5.5. If The Note Trustee may: (i) have regard to the First written confirmations referred to in (2) above; and (ii) rely on the certificate referred to in (3) above which shall be binding on the Note Trustee and the Noteholders, without having to call for any further evidence and without liability to any Noteholder for so doing. Subject to the proviso below, if the Issuer or Funding 1 (as the case may be) is unable to arrange a substitution as described above and, as a result, one or more of the events described in (ia) or (iib) above (as the case may be) and (c) is continuing, then the First Issuer may, having given not more than 60 nor less than 30 clays’ written days' notice to the Note Trustee and the First Issuer Noteholders in accordance with Condition 1414 (Notice to Noteholders), redeem all (but not some only) of the Issuer such Notes on the next following immediately succeeding Interest Payment Date for such Notes at their aggregate Principal Amount Outstanding together with any accrued and unpaid interest accrued thereon in respect thereof provided that (in either case), prior to giving any such notice, the First Issuer shall have provided to the Note Trustee Trustee: (1i) a certificate signed by two directors of the First Issuer stating that the circumstances referred to in (ia) and/or or (iib) and (c) above prevail and setting out details of such circumstances, and ; and (2ii) an opinion in form and substance satisfactory to the Note Trustee of independent legal advisers of recognised standing to the effect that the First Issuer has or will become obliged to pay deduct or withhold such additional amounts as a result of such change or amendment. The Note Trustee shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the circumstance set out in (ia) and/or or (iib) and (c) above, in which event they shall be conclusive and binding on the First Issuer Noteholders. The First Issuer may only redeem the Issuer such Notes as described above aforesaid, if the Note Trustee is, in its absolute discretion, satisfied that the First Issuer will have the funds, not subject to the interest of any other person, required to redeem the First Issuer Notes as aforesaid and any amounts required under the First Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Issuer Cash Management Agreement to be paid in priority to on or pari passu with the First Issuer Notes outstanding in accordance with the terms and conditions thereof. If, at any time, the First Issuer has delivered a certificate to Funding 1, the Note Trustee, the Security Trustee and the Rating Agencies to the effect that it would be unlawful for the First Issuer to make, fund or allow to remain outstanding a Term Advance made by it under the First Intercompany Loan Agreement and stating that the First Issuer requires Funding 1 to prepay the Term Advance, the First Issuer may, having given not more than 60 days and not less than 30 days’ (or such shorter period as may be required by any relevant law) prior written notice to the Note Trustee and the First Issuer Noteholders in accordance with Condition 14 redeem all (but not some only) of the First Issuer Notes on any Interest Payment Date at their aggregate Principal Amount Outstanding together with any interest accrued thereon provided that, prior to giving any such notice, the First Issuer shall have provided to the Note Trustee a certificate signed by two directors of the First Issuer to the effect that it will have the funds, not subject to any interest of any other person, required to redeem such Notes as aforesaid and any amounts required to be paid in priority to or pari passu with such Notes outstanding in accordance with the terms and conditions of the Issuer Deed of Charge and the Issuer Cash Management Agreement. In addition to the foregoing, if at any time the Issuer delivers a certificate to Funding 1, the Note Trustee and the Issuer Security Trustee to the effect that it would be unlawful for the Issuer to make, fund or allow to remain outstanding a Loan Tranche under the Intercompany Loan Agreement, then the Issuer may require Funding 1 to prepay the relevant Loan Tranche on a Funding 1 Interest Payment Date subject to and in accordance with the provisions of the Intercompany Loan Agreement to the extent necessary to cure such illegality and the Issuer may redeem all (but not some only) of the relevant Notes at their Principal Amount Outstanding together with any accrued interest upon giving not more than 60 nor less than 30 days' (or such shorter period as may be required under any relevant law) prior written notice to the Issuer Security Trustee, the Funding 1 Security Trustee, the Note Trustee, the Issuer Swap Providers and the Noteholders in accordance with Condition 14 (Notice to Noteholders), provided that, prior to giving any notice, the Issuer shall have provided to the Note Trustee a certificate signed by two directors of the Issuer to the effect that it will have the funds, not subject to the interest of any other person, required to redeem the First Issuer relevant Notes as aforesaid provided above and any amounts required under the First Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Issuer Cash Management Agreement amount to be paid in priority to or pari passu with the First relevant Notes. Such monies received by the Issuer shall be used to redeem the relevant Notes outstanding in accordance full, together with any accrued and unpaid interest, on the terms and conditions thereofequivalent Interest Payment Date.

Optional Redemption for Tax and other Reasons. Provided that a First Issuer Note Acceleration Notice has not been served and served, if the First Master Issuer at any time satisfies the Note Trustee immediately prior to the giving of the notice referred to below that on the next Interest Payment Date either Date: (ia) the First Master Issuer would by virtue of a change in the law or regulations of the United Kingdom or any other jurisdiction (or the application or interpretation thereof) be required to deduct or withhold from any payment of principal or interest or any other amount due under any a Series and Class of the Issuer Notes any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature (other than where the relevant holder Holder or beneficial owner has some connection with the relevant jurisdiction other than the holding of the First Issuer Notes) or ); or (iib) Funding 1 2 would be required to deduct or withhold from amounts due in respect of the Loan Tranche under the First Issuer Master Intercompany Loan Agreement which was funded by such Series and Class of Notes any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature; or (c) the Master Issuer or Funding 2, as the case may be, falls within the Securitisation Tax Regime but subsequently ceases to fall within such regime; and (d) in relation to either the events described in (a), (b) and (iiic) above, such obligation of the First Master Issuer or Funding 1 2 (as the case may be) or such ceasing to fall within the Securitisation Tax Regime cannot be avoided by the First Master Issuer or Funding 1 2 (as the case may be) taking reasonable measures available to itthe Master Issuer or Funding 2 (as the case may be), then (in the First case of any of the events described in (a) to (b) above) the Master Issuer shall use its reasonable endeavours to arrange the substitution of a company incorporated in another jurisdiction, if it avoids the relevant event described in (i) or (ii) above, jurisdiction approved in writing by the Note Trustee as principal debtor under the First Issuer Notes and as lender under the First Issuer Intercompany Loan Agreement, as the case may besuch Notes, upon the Note Trustee being satisfied that (1) such substitution will not be materially prejudicial to the First issuer Noteholders (and in making such determination, the Note Trustee may rely, without further investigation or inquiry, on any confirmation from the Rating Agencies that the then current ratings interests of the First Noteholders of any Series and Class, and upon the Master Issuer Notes would not be adversely affected by such substitution); and Security Trustee being satisfied that (2A) that the position of the First Master Issuer Secured Creditors will not thereby be adversely affected; , and (3B) that such substitution would not require registration of any new security under US United States securities laws or materially increase the disclosure requirements under US lawUnited States law or the costs of issuance. Only if the First Master Issuer is unable to arrange a substitution will the First Master Issuer be entitled to redeem the Issuer Notes as described in this Condition 5(E)CONDITION 5.5. If Subject to the First proviso below, if the Master Issuer or Funding 1 (as the case may be) is unable to arrange a substitution as described above and, as a result, one or more of the events described in (ia) or (iib) above (as the case may be) is continuing, or if the event described in (c) above is continuing, then the First Master Issuer may, having given not more than 60 nor less than 30 clays’ written days' notice to the Note Trustee Trustee, the relevant Master Issuer Swap Provider(s) and the First Issuer Noteholders in accordance with Condition CONDITION 14, redeem all (but not some only) of the Issuer such Series and Class of Notes on the next following immediately succeeding Interest Payment Date for such Notes at their aggregate Principal Redemption Amount Outstanding together with any accrued and unpaid interest accrued thereon in respect thereof provided that (in either case), prior to giving any such notice, the First Master Issuer shall have provided to the Note Trustee Trustee: (1i) a certificate signed by two directors of the First Master Issuer stating that the circumstances referred to in (ia), (b) and/or or (iic) above and (d) above prevail and setting out details of such circumstances, and ; and (2ii) an opinion in form and substance satisfactory to the Note Trustee of independent legal advisers advisors of recognised standing to the effect that the First Master Issuer has or will become obliged to pay deduct or withhold such additional amounts as a result of such change or amendmentamendment or, as the case may be, that the Master Issuer or Funding 2, as the case may be, has or will cease to fall within the Securitisation Tax Regime and that such cessation would result in the Master Issuer and/or Funding 2 having to pay more tax than if the Master Issuer and Funding 2 remained within the Securitisation Tax Regime. The Note Trustee shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the circumstance set out in (ia), (b) and/or or (iic) above, above and (d) above in which event they shall be conclusive and binding on the First Issuer Noteholders. The First Master Issuer may only redeem the Issuer such Series and Class of Notes as described above aforesaid, if the Note Trustee is, in its absolute discretion, satisfied that the First Issuer will have the funds, not subject to the interest of any other person, required to redeem the First Issuer Notes as aforesaid and any amounts required under the First Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Issuer Cash Management Agreement to be paid in priority to on or pari passu with the First Issuer Notes outstanding in accordance with the terms and conditions thereof. If, at any time, the First Issuer has delivered a certificate to Funding 1, the Note Trustee, the Security Trustee and the Rating Agencies to the effect that it would be unlawful for the First Issuer to make, fund or allow to remain outstanding a Term Advance made by it under the First Intercompany Loan Agreement and stating that the First Issuer requires Funding 1 to prepay the Term Advance, the First Issuer may, having given not more than 60 days and not less than 30 days’ (or such shorter period as may be required by any relevant law) prior written notice to the Note Trustee and the First Issuer Noteholders in accordance with Condition 14 redeem all (but not some only) of the First Issuer Notes on any Interest Payment Date at their aggregate Principal Amount Outstanding together with any interest accrued thereon provided that, prior to giving any such notice, the First Master Issuer shall have provided to the Note Trustee a certificate signed by two directors of the First Master Issuer to the effect that (A) it will have the funds available to make the required payment of principal and interest due in respect of such Series and Class of Notes on the relevant Interest Payment Date and to discharge all other amounts required to be paid by it on the relevant Interest Payment Date in priority to or pari passu with such Series and Class of Notes in accordance with the applicable Master Issuer Priority of Payments. In addition to the foregoing, if at any time the Master Issuer delivers a certificate to Funding 2, the Note Trustee and the Master Issuer Security Trustee to the effect that it would be unlawful for the Master Issuer to make, fund or allow to remain outstanding a Rated Loan Tranche under the Master Intercompany Loan Agreement, then the Master Issuer may require Funding 2 to prepay the relevant Loan Tranche on a Funding 2 Interest Payment Date subject to and in accordance with the provisions of the Master Intercompany Loan Agreement to the extent necessary to cure such illegality and the Master Issuer may redeem all (but not some only) of the relevant Series and Class of Notes at their Redemption Amount together with any accrued interest upon giving not more than 60 nor less than 30 days' (or such shorter period as may be required under any relevant law) prior written notice to the Master Issuer Security Trustee, the Note Trustee, the relevant Master Issuer Swap Provider(s) and the Noteholders in accordance with CONDITION 14, provided that, prior to giving any notice, the Master Issuer shall have provided to the Note Trustee a certificate signed by two directors of the Master Issuer to the effect that it will have the funds, not subject to the interest of any other person, required to redeem the First Issuer relevant Series and Class of Notes as aforesaid provided above and any amounts required under the First Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Issuer Cash Management Agreement amount to be paid in priority to or pari passu with the First relevant Series and Class of Notes. Such monies received by the Master Issuer shall be used to redeem the relevant Series and Class of Notes outstanding in accordance full, together with any accrued and unpaid interest, on the terms and conditions thereofequivalent Interest Payment Date.

Optional Redemption for Tax and other Reasons. Provided that a First Issuer Note Acceleration Notice has not been served and served, if the First Issuer at any time satisfies the Note Trustee immediately prior to the giving of the notice referred to below that on the next Interest Payment Date either either: (ia) the First Issuer would by virtue of a change in the law or regulations of the United Kingdom or any other jurisdiction (or the application or interpretation thereof) be required to deduct or withhold from any payment of principal or interest or any other amount due under any a Class of the Issuer Series 2011-2 Notes any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature (other than where the relevant holder Series 2011-2 Noteholder or beneficial owner has some connection with the relevant jurisdiction other than the holding of the First Issuer Series 2011-2 Notes) or ); or (iib) Funding 1 would by virtue of a change in the law or regulations of the United Kingdom or any other jurisdiction (or the application or interpretation thereof) be required to deduct or withhold from amounts due under the First Issuer Intercompany Loan Agreement in respect of any Series 2011-2 Issuer Loan Tranche any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature; and (c) in relation to either the events described in (a) or (b) above, and (iii) such obligation of the First Issuer or Funding 1 (as the case may be) cannot be avoided by the First Issuer or Funding 1 (as the case may be) taking reasonable measures available to itthe Issuer or Funding 1 (as the case may be), then the First Issuer shall use its reasonable endeavours to arrange the substitution of a company incorporated in another jurisdiction, if it avoids the relevant event described in (i) or (ii) above, jurisdiction approved in writing by the Note Trustee as principal debtor under the First Issuer such Series 2011-2 Notes and and/or as lender under the First Issuer Intercompany Loan Agreement, as the case may be, Agreement upon the Note Trustee (1) being satisfied that (1) such substitution will not be materially prejudicial to the First issuer Noteholders interests of Series 2011-2 Noteholders, (and in making such determination, the Note Trustee may rely, without further investigation or inquiry, on any 2) receiving written confirmation from the Rating Agencies that the then current ratings of the First Issuer Rated Notes would will not be adversely affected by such substitutiondowngraded, withdrawn or qualified and any other confirmation which it considers, in its absolute discretion, is necessary and/or appropriate (subject to Condition 15 (Rating Agencies); , and (23) receiving a certificate signed by two directors of the Issuer or Funding 1, as the case may be, certifying that such substitution would enable the Issuer or Funding 1, as the case may be, to make payments of principal and interest under the relevant Class of Series 2011-2 Notes or under the Intercompany Loan, as the case may be, without such deduction or withholding, and upon the Issuer Security Trustee being satisfied that the position of the First Issuer Secured Creditors (other than the Noteholders) will not thereby be adversely affected; and (3) that affected as confirmed in writing by such substitution would not require registration of any new security under US securities laws or materially increase Issuer Secured Creditors to the disclosure requirements under US lawIssuer Security Trustee. Only if the First Issuer is unable to arrange a substitution will the First Issuer be entitled to redeem the Issuer Series 2011-2 Notes as described in this Condition 5(E)5.5. If The Note Trustee may: (i) have regard to the First written confirmations referred to in (2) above; and (ii) rely on the certificate referred to in (3) above which shall be binding on the Note Trustee and the Noteholders, without having to call for any further evidence and without liability to any Series 2011-2 Noteholder for so doing. Subject to the proviso below, if the Issuer or Funding 1 (as the case may be) is unable to arrange a substitution as described above and, as a result, one or more of the events described in (ia) or (iib) above (as the case may be) and (c) is continuing, then the First Issuer may, having given not more than 60 nor less than 30 clays’ written 15 days' notice to the Note Trustee and the First Issuer Series 2011-2 Noteholders in accordance with Condition 1414 (Notice to Noteholders), redeem all (but not some only) of the Issuer such Series 2011-2 Notes on the next following immediately succeeding Interest Payment Date for such Series 2011-2 Notes at their aggregate Principal Amount Outstanding together with any accrued and unpaid interest accrued thereon in respect thereof provided that (in either case), prior to giving any such notice, the First Issuer shall have provided to the Note Trustee Trustee: (1iii) a certificate signed by two directors of the First Issuer stating that the circumstances referred to in (ia) and/or or (iib) and (c) above prevail and setting out details of such circumstances, and ; and (2iv) an opinion in form and substance satisfactory to the Note Trustee of independent legal advisers of recognised standing to the effect that the First Issuer has or will become obliged to pay deduct or withhold such additional amounts as a result of such change or amendment. The Note Trustee shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the circumstance set out in (ia) and/or or (iib) and (c) above, in which event they shall be conclusive and binding on the First Issuer Series 2011-2 Noteholders. The First Issuer may only redeem the Issuer such Series 2011-2 Notes as described above aforesaid, if the Note Trustee is, in its absolute discretion, satisfied that the First Issuer will have the funds, not subject to the interest of any other person, required to redeem the First Issuer Notes as aforesaid and any amounts required under the First Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Issuer Cash Management Agreement to be paid in priority to on or pari passu with the First Issuer Notes outstanding in accordance with the terms and conditions thereof. If, at any time, the First Issuer has delivered a certificate to Funding 1, the Note Trustee, the Security Trustee and the Rating Agencies to the effect that it would be unlawful for the First Issuer to make, fund or allow to remain outstanding a Term Advance made by it under the First Intercompany Loan Agreement and stating that the First Issuer requires Funding 1 to prepay the Term Advance, the First Issuer may, having given not more than 60 days and not less than 30 days’ (or such shorter period as may be required by any relevant law) prior written notice to the Note Trustee and the First Issuer Noteholders in accordance with Condition 14 redeem all (but not some only) of the First Issuer Notes on any Interest Payment Date at their aggregate Principal Amount Outstanding together with any interest accrued thereon provided that, prior to giving any such notice, the First Issuer shall have provided to the Note Trustee a certificate signed by two directors of the First Issuer to the effect that it will have the funds, not subject to any interest of any other person, required to redeem such Series 2011-2 Notes as aforesaid and any amounts required to be paid in priority to or pari passu with such Series 2011-2 Notes outstanding in accordance with the terms and conditions of the Issuer Deed of Charge and the Issuer Cash Management Agreement. In addition to the foregoing, if at any time the Issuer delivers a certificate to Funding 1, the Note Trustee and the Issuer Security Trustee to the effect that it would be unlawful for the Issuer to make, fund or allow to remain outstanding a Series 2011-2 Issuer Loan Tranche under the Intercompany Loan Agreement, then the Issuer may require Funding 1 to prepay the relevant Series 2011-2 Loan Tranche on a Funding 1 Interest Payment Date subject to and in accordance with the provisions of the Intercompany Loan Agreement to the extent necessary to cure such illegality and the Issuer may redeem all (but not some only) of the relevant Series 2011-2 Notes at their Principal Amount Outstanding together with any accrued interest upon giving not more than 60 nor less than 15 days' (or such shorter period as may be required under any relevant law) prior written notice to the Issuer Security Trustee, the Funding 1 Security Trustee, the Note Trustee and the Series 2011-2 Noteholders in accordance with Condition 14 (Notice to Noteholders), provided that, prior to giving any notice, the Issuer shall have provided to the Note Trustee a certificate signed by two directors of the Issuer to the effect that it will have the funds, not subject to the interest of any other person, required to redeem the First Issuer relevant Series 2011-2 Notes as aforesaid provided above and any amounts required under the First Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Issuer Cash Management Agreement amount to be paid in priority to or pari passu with the First relevant Series 2011-2 Notes. Such monies received by the Issuer shall be used to redeem the relevant Series 2011-2 Notes outstanding in accordance full, together with any accrued and unpaid interest, on the terms and conditions thereofequivalent Interest Payment Date.

Optional Redemption for Tax and other Reasons. Provided that a First Issuer Note Acceleration Notice has not been served and if If the First Current Issuer at any time satisfies the Note Trustee immediately prior to the giving of the notice referred to below that on the next Payment Date or Interest Payment Date either (i) the First Current Issuer would by virtue of a change in the law or regulations of the United Kingdom or any other jurisdiction (or the application or interpretation thereof) be required to deduct or withhold from any payment of principal or interest or any other amount due under any of the Issuer Notes any amount for or on account of any present or future taxes, duties, assessments or governmental 106 charges of whatever nature (other than where the relevant holder or beneficial owner has some connection with the relevant jurisdiction other than the holding of the First Issuer Notes) or (ii) Funding 1 would be required to deduct or withhold from amounts due under the First Current Issuer Intercompany Loan any amount on account of any present or future taxes, duties, assessments or governmental charges of whatever nature, nature and (iii) such obligation of the First Current Issuer or Funding 1 (as the case may be) cannot be avoided by the First Current Issuer or Funding 1 (as the case may be) taking reasonable measures available to it, then the First Current Issuer shall use its reasonable endeavours to arrange the substitution of a company incorporated in another jurisdiction, if it avoids the relevant event described in (i) or (ii) above, jurisdiction approved in writing by the Note Trustee as principal debtor under the First Issuer Class A Notes, the Class B Notes, the Class M Notes and the Class C Notes and/or as lender under the First Current Issuer Intercompany Loan Agreement, as the case may be, upon the Note Trustee being satisfied that (1) such substitution will not be materially prejudicial to the First issuer Noteholders (and in making such determinationNoteholders, the Note Trustee may rely, without further investigation or inquiry, on any confirmation from the Rating Agencies that the then current ratings of the First Issuer Notes would not be adversely affected by such substitution); and (2) that the position of the First Current Issuer Secured Creditors will not thereby be adversely affected; , and (3) that such substitution would not require registration of any new security under US United States securities laws or would materially increase the disclosure requirements under US lawUnited States law or the costs of issuance. Only if the First Current Issuer is unable to arrange a substitution will the First Current Issuer be entitled to redeem the Issuer Notes as described in this Condition 5(E). If Subject to the First proviso below, if the Current Issuer or Funding 1 (as the case may be) is unable to arrange a substitution as described above and, as a result, one or more of the events described in (i) or (ii) above (as the case may be) is continuing, then the First Current Issuer may, having given not more than 60 nor less than 30 clays’ written days' notice to the Note Trustee and the First Issuer Noteholders in accordance with Condition 14, redeem all (but not some only) of the Issuer Notes on the next following Interest immediately succeeding Payment Date at their aggregate Principal Amount Outstanding together with any accrued and unpaid interest accrued thereon in respect thereof provided that (in either case), prior to giving any such notice, the First Current Issuer shall have provided to the Note Trustee (1A) a certificate signed by two directors of the First Current Issuer stating that the circumstances referred to in (i) and/or or (ii) and (iii) above prevail and setting out details of such circumstances, circumstances and (2B) an opinion in form and substance satisfactory to the Note Trustee of independent legal advisers advisors of recognised standing to the effect that the First Current Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment. The Note Trustee shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the circumstance set out in (i) and/or or (ii) and (iii) above, in which event they shall be conclusive and binding on the First Issuer Noteholders. The First Current Issuer may only redeem the Issuer Notes as described above aforesaid if the Note Trustee is, is satisfied in its absolute discretion, satisfied accordance with the Transaction Documents that the First Current Issuer will have the funds, not subject to the interest of any other person, required to redeem the First Issuer Notes as aforesaid and any amounts required under the First Current Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Current Issuer Cash Management Agreement to be paid in priority to or pari passu with the First Issuer Notes outstanding in accordance with the terms and conditions thereof. IfIn addition to the foregoing, if at any time, the First Issuer has delivered a certificate to Funding 1, the Note Trustee, the Security Trustee and the Rating Agencies to the effect that time it would be becomes unlawful for the First Current Issuer to make, fund or allow to remain outstanding a Term Advance made by it under the First Current Issuer Intercompany Loan Agreement and stating that Loan, then the First Current Issuer requires may require Funding 1 to prepay the Term Advance, the First Issuer may, having given upon giving not more than 60 days and not nor less than 30 days’ ' (or such shorter period as may be required by under any relevant law) prior written notice to the Note Trustee Current Issuer and the First Note Trustee, to prepay the Current Issuer Noteholders in accordance with Condition 14 redeem all (but not some only) of the First Issuer Notes Intercompany Loan on any Interest Payment Date at their aggregate Principal Amount Outstanding together with any interest accrued thereon provided that, prior to giving any such notice, the First Issuer shall have provided to the Note Trustee a certificate signed by two directors of the First Issuer to the effect that it will have the funds, not subject to the interest of any other person, required to redeem the First Issuer Notes as aforesaid and any amounts required under the First Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Issuer Cash Management Agreement to be paid in priority to or pari passu with the First Issuer Notes outstanding in accordance with the terms and conditions thereofprovisions of the Current Issuer Intercompany Loan Agreement to the extent necessary to cure such illegality. Such monies received by the Current Issuer shall be used to redeem the Current Issuer Notes in full on that Payment Date.

Optional Redemption for Tax and other Reasons. Provided that a First Issuer Note Acceleration Notice has not been served and served, if the First Issuer at any time satisfies the Note Trustee immediately prior to the giving of the notice referred to below that on the next Interest Payment Date either either: (ia) the First Issuer would by virtue of a change in the law or regulations of the United Kingdom or any other jurisdiction (or the application or interpretation thereof) be required to deduct or withhold from any payment of principal or interest or any other amount due under any a Class of the Issuer Notes any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature (other than where the relevant holder Holder or beneficial owner has some connection with the relevant jurisdiction other than the holding of the First Issuer Notes) or ); or (iib) Funding 1 would by virtue of a change in the law or regulations of the United Kingdom or any other jurisdiction (or the application or interpretation thereof) be required to deduct or withhold from amounts due under the First Issuer Intercompany Loan Agreement any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature, ; and (c) in relation to either the events described in (a) and (iiib) above, such obligation of the First Issuer or Funding 1 (as the case may be) cannot be avoided by the First Issuer or Funding 1 (as the case may be) taking reasonable measures available to itthe Issuer or Funding 1 (as the case may be), then the First Issuer shall use its reasonable endeavours to arrange the substitution of a company incorporated in another jurisdiction, if it avoids the relevant event described in (i) or (ii) above, jurisdiction approved in writing by the Note Trustee as principal debtor under the First Issuer such Notes and and/or as lender under the First Issuer Intercompany Loan Agreement, as the case may be, Agreement upon the Note Trustee (1) being satisfied that (1) such substitution will not be materially prejudicial to the First issuer Noteholders interests of Noteholders, (and in making such determination, the Note Trustee may rely, without further investigation or inquiry, on any 2) receiving written confirmation from the Rating Agencies that the then current ratings of the First Issuer Rated Notes would will not be adversely affected by such substitutiondowngraded, withdrawn or qualified and any other confirmation which it considers, in its absolute discretion, is necessary and/or appropriate (subject to Condition 15 (Rating Agencies); ), and (23) receiving a certificate signed by two directors of the Issuer or Funding 1, as the case may be, certifying that such substitution would enable the Issuer or Funding 1, as the case may be, to make payments of principal and interest under the relevant Class of Notes or under the Intercompany Loan, as the case may be, without such deduction or withholding, and upon the Issuer Security Trustee being satisfied that the position of the First Issuer Secured Creditors (other than the Noteholders) will not thereby be adversely affected; and (3) that affected as confirmed in writing by such substitution would not require registration of any new security under US securities laws or materially increase Issuer Secured Creditors to the disclosure requirements under US lawIssuer Security Trustee. Only if the First Issuer is unable to arrange a substitution will the First Issuer be entitled to redeem the Issuer Notes as described in this Condition 5(E)5.5. If The Note Trustee may: (i) have regard to the First written confirmations referred to in (2) above; and (ii) rely on the certificate referred to in (3) above which shall be binding on the Note Trustee and the Noteholders, without having to call for any further evidence and without liability to any Noteholder for so doing. Subject to the proviso below, if the Issuer or Funding 1 (as the case may be) is unable to arrange a substitution as described above and, as a result, one or more of the events described in (ia) or (iib) above (as the case may be) and (c) is continuing, then the First Issuer may, having given not more than 60 nor less than 30 clays’ written 15 days' notice to the Note Trustee and the First Issuer Noteholders in accordance with Condition 1414 (Notice to Noteholders), redeem all (but not some only) of the Issuer such Notes on the next following immediately succeeding Interest Payment Date for such Notes at their aggregate Principal Amount Outstanding together with any accrued and unpaid interest accrued thereon in respect thereof provided that (in either case), prior to giving any such notice, the First Issuer shall have provided to the Note Trustee Trustee: (1i) a certificate signed by two directors of the First Issuer stating that the circumstances referred to in (ia) and/or or (iib) above prevail and setting out details of such circumstances, and (2) an opinion in form and substance satisfactory to the Note Trustee of independent legal advisers of recognised standing to the effect that the First Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment. The Note Trustee shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the circumstance set out in (i) and/or (ii) above, in which event they shall be conclusive and binding on the First Issuer Noteholders. The First Issuer may only redeem the Issuer Notes as described above if the Note Trustee is, in its absolute discretion, satisfied that the First Issuer will have the funds, not subject to the interest of any other person, required to redeem the First Issuer Notes as aforesaid and any amounts required under the First Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Issuer Cash Management Agreement to be paid in priority to or pari passu with the First Issuer Notes outstanding in accordance with the terms and conditions thereof. If, at any time, the First Issuer has delivered a certificate to Funding 1, the Note Trustee, the Security Trustee and the Rating Agencies to the effect that it would be unlawful for the First Issuer to make, fund or allow to remain outstanding a Term Advance made by it under the First Intercompany Loan Agreement and stating that the First Issuer requires Funding 1 to prepay the Term Advance, the First Issuer may, having given not more than 60 days and not less than 30 days’ (or such shorter period as may be required by any relevant law) prior written notice to the Note Trustee and the First Issuer Noteholders in accordance with Condition 14 redeem all (but not some only) of the First Issuer Notes on any Interest Payment Date at their aggregate Principal Amount Outstanding together with any interest accrued thereon provided that, prior to giving any such notice, the First Issuer shall have provided to the Note Trustee a certificate signed by two directors of the First Issuer to the effect that it will have the funds, not subject to the interest of any other person, required to redeem the First Issuer Notes as aforesaid and any amounts required under the First Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Issuer Cash Management Agreement to be paid in priority to or pari passu with the First Issuer Notes outstanding in accordance with the terms and conditions thereof.and

Optional Redemption for Tax and other Reasons. Provided that a First Issuer Note Acceleration Notice has not been served and served, if the First Master Issuer at any time satisfies the Note Trustee immediately prior to the giving of the notice referred to below that on the next Interest Payment Date either either: (ia) the First Master Issuer would by virtue of a change in the law or regulations of the United Kingdom or any other jurisdiction (or the application or interpretation thereof) be required to deduct or withhold from any payment of principal or interest or any other amount due under any a Series and Class of the Issuer Notes any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature (other than where the relevant holder Holder or beneficial owner has some connection with the relevant jurisdiction other than the holding of the First Issuer Notes) or ); or (iib) Funding 1 2 would be required to deduct or withhold from amounts due in respect of the Loan Tranche under the First Issuer Master Intercompany Loan Agreement which was funded by such Notes any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature; or (c) the Master Issuer or Funding 2, as the case may be, falls within the Securitisation Tax Regime but subsequently ceases to fall within such regime; and (d) in relation to either the events described in (a) and (iiic) above, such obligation of the First Master Issuer or Funding 1 2 (as the case may be) or such ceasing to fall within the Securitisation Tax Regime cannot be avoided by the First Master Issuer or Funding 1 2 (as the case may be) taking reasonable measures available to itthe Master Issuer or Funding 2 (as the case may be), then the First Master Issuer shall use its reasonable endeavours to arrange the substitution of a company incorporated in another jurisdiction, if it avoids the relevant event described in (i) or (ii) above, jurisdiction approved in writing by the Note Trustee as principal debtor under the First Issuer Notes and as lender under the First Issuer Intercompany Loan Agreement, as the case may besuch Notes, upon the Note Trustee being satisfied that (1) such substitution will not be materially prejudicial to the First issuer Noteholders (and in making such determination, the Note Trustee may rely, without further investigation or inquiry, on any confirmation from the Rating Agencies that the then current ratings interests of the First Noteholders of any Series and Class, and upon the Master Issuer Notes would not be adversely affected by such substitution); and Security Trustee being satisfied that (2A) that the position of the First Master Issuer Secured Creditors will not thereby be adversely affected; , and (3B) that such substitution would not require registration of any new security under US United States securities laws or materially increase the disclosure requirements under US lawUnited States law or the costs of issuance. Only if the First Master Issuer is unable to arrange a substitution will the First Master Issuer be entitled to redeem the Issuer Notes as described in this Condition 5(E)CONDITION 5.5. If Subject to the First proviso below, if the Master Issuer or Funding 1 (as the case may be) is unable to arrange a substitution as described above and, as a result, one or more of the events described in (ia) or (iib) above (as the case may be) is continuing, then the First Master Issuer may, having given not more than 60 nor less than 30 clays’ written days' notice to the Note Trustee Trustee, the relevant Master Issuer Swap Provider(s) and the First Issuer Noteholders in accordance with Condition CONDITION 14, redeem all (but not some only) of the Issuer such Notes on the next following immediately succeeding Interest Payment Date for such Notes at their aggregate Principal Redemption Amount Outstanding together with any accrued and unpaid interest accrued thereon in respect thereof provided that (in either case), prior to giving any such notice, the First Master Issuer shall have provided to the Note Trustee Trustee: (1i) a certificate signed by two directors of the First Master Issuer stating that the circumstances referred to in (ia), (b) and/or or (iic) above and (d) above prevail and setting out details of such circumstances, and ; and (2ii) an opinion in form and substance satisfactory to the Note Trustee of independent legal advisers advisors of recognised standing to the effect that the First Master Issuer has or will become obliged to pay deduct or withhold such additional amounts as a result of such change or amendmentamendment or, as the case may be, that the Master Issuer or Funding 2, as the case may be, has or will cease to fall within the Securitisation Tax Regime. The Note Trustee shall be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the circumstance set out in (ia), (b) and/or or (iic) above, above and (d) above in which event they shall be conclusive and binding on the First Issuer Noteholders. The First Master Issuer may only redeem the Issuer such Series and Class of Notes as described above aforesaid, if the Note Trustee is, in its absolute discretion, satisfied that the First Issuer will have the funds, not subject to the interest of any other person, required to redeem the First Issuer Notes as aforesaid and any amounts required under the First Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Issuer Cash Management Agreement to be paid in priority to on or pari passu with the First Issuer Notes outstanding in accordance with the terms and conditions thereof. If, at any time, the First Issuer has delivered a certificate to Funding 1, the Note Trustee, the Security Trustee and the Rating Agencies to the effect that it would be unlawful for the First Issuer to make, fund or allow to remain outstanding a Term Advance made by it under the First Intercompany Loan Agreement and stating that the First Issuer requires Funding 1 to prepay the Term Advance, the First Issuer may, having given not more than 60 days and not less than 30 days’ (or such shorter period as may be required by any relevant law) prior written notice to the Note Trustee and the First Issuer Noteholders in accordance with Condition 14 redeem all (but not some only) of the First Issuer Notes on any Interest Payment Date at their aggregate Principal Amount Outstanding together with any interest accrued thereon provided that, prior to giving any such notice, the First Master Issuer shall have provided to the Note Trustee a certificate signed by two directors of the First Master Issuer to the effect that it will have the funds available to make the required required payment of principal and interest due in respect of the Notes on the relevant Interest Payment Date and to discharge all other amounts required to be paid by it on the relevant Interest Payment Date in priority to or pari passu with such Series and Class of Notes in accordance with the applicable Master Issuer Priority of Payments. In addition to the foregoing, if at any time the Master Issuer delivers a certificate to Funding 2, the Note Trustee and the Master Issuer Security Trustee to the effect that it would be unlawful for the Master Issuer to make, fund or allow to remain outstanding a Rated Loan Tranche under the Master Intercompany Loan Agreement, then the Master Issuer may require Funding 2 to prepay the relevant Loan Tranche on a Funding 2 Interest Payment Date subject to and in accordance with the provisions of the Master Intercompany Loan Agreement to the extent necessary to cure such illegality and the Master Issuer may redeem all (but not some only) of the relevant Series and Class of Notes at their Redemption Amount together with any accrued interest upon giving not more than 60 nor less than 30 days' (or such shorter period as may be required under any relevant law) prior written notice to the Master Issuer Security Trustee, the Note Trustee, the relevant Master Issuer Swap Provider(s) and the Noteholders in accordance with CONDITION 14, provided that, prior to giving any notice, the Master Issuer shall have provided to the Note Trustee a certificate signed by two directors of the Master Issuer to the effect that it will have the funds, not subject to the interest of any other person, required to redeem the First Issuer relevant Series and Class of Notes as aforesaid provided above and any amounts required under the First Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the First Issuer Cash Management Agreement amount to be paid in priority to or pari passu with the First relevant Series and Class of Notes. Such monies received by the Master Issuer shall be used to redeem the relevant Series and Class of Notes outstanding in accordance full, together with any accrued and unpaid interest, on the terms and conditions thereofequivalent Interest Payment Date.