Common use of SUBORDINATION AND SECURITY Clause in Contracts

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer Intercompany Loan and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Start-Up Loan Provider under this Agreement in accordance with the Funding Priority of Payments and the Funding Deed of Charge. 7.2 The Current Issuer Start-Up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Start-Up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Start-Up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986. However, if there are Funding Available Revenue Rexxxxxx xvailable but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts), such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan Agreement. 7.3 Funding undertakes that its obligations to the Current Issuer Start-Up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Start-Up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-Enforcement

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer Intercompany Loan and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Start-Up Loan Provider under this Agreement in accordance with the Funding Priority of Payments and the Funding Deed of Charge. 7.2 The Current Issuer Start-Up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Start-Up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Start-Up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986. However, if there are Funding Available Revenue Rexxxxxx xvailable Recxxxxx xxailable but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts), such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan Agreement. 7.3 Funding undertakes that its obligations to the Current Issuer Start-Up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Start-Up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-Enforcement

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer Intercompany Loan and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Start-Up Loan Provider under this Agreement in accordance with the Funding Priority of Payments and the Funding Deed of Charge. 7.2 The Current Issuer Start-Up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Start-Up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Start-Up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986. However, if there are Funding Available Revenue Rexxxxxx xvailable Xxceipts available but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts), such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan Agreement. 7.3 Funding undertakes that its obligations to the Current Issuer Start-Up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Start-Up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-Enforcement

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer any Intercompany Loan Loan, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Funding 1 Start-Up Loan Provider under this Agreement Agreement, in each case in accordance with the Funding Priority priority of Payments payments or as provided in Clause 6 or, as applicable, Clause 7 and Schedule 4 of the Funding 1 Deed of Charge. 7.2 The Current Issuer Funding 1 Start-Up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) 6 or, as applicable, Clause 7 of the Funding 1 Deed of Charge, its rights against Funding 1 under this Agreement are limited to the extent that Funding 1 has sufficient assets to meet the Current Issuer Start-Up Loan Provider's claim its claims or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding 1 which pursuant to the Funding 1 Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Funding 1 Start-Up Loan Provider under this Agreement and so that Funding 1 shall not be obliged to make any payment to the Current Issuer Funding 1 Start-Up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding 1 to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986Xxx 0000. However, if there are sufficient Funding 1 Available Revenue Rexxxxxx xvailable but Receipts available and Funding 1 does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to in accordance with the extent of such available Funding Available Revenue Receipts)terms hereof, such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan AgreementAgreement causing the Advance and any accrued interest to be accelerated in accordance with Clause 5.2. 7.3 Funding 1 undertakes that its obligations to the Current Issuer Funding 1 Start-Up Loan Provider hereunder shall at all times be secured by the Funding 1 Deed of Charge. 7.4 The Current Issuer Funding 1 Start-Up Loan Provider hereby undertakes to be bound by the terms of the Funding 1 Deed of Charge and the Cash Management Agreement and in particular acknowledges that all of Funding 1's right, title, benefit and interest in this Agreement has been assigned by way of security to the Funding 1 Security Trustee under the Funding 1 Deed of Charge and agrees that on enforcement of the security created by the Funding 1 Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in Funding 1 Post-Enforcement Priority of Payments. 7.5 The Funding 1 Start-Up Loan Provider further covenants that, except as permitted under Clause 8 of the Funding Post1 Deed of Charge, it will not set off or claim to set off the Advance or any interest thereon or any part of either thereof against any liability owed by it to Funding 1. 7.6 The Funding 1 Start-EnforcementUp Loan Provider undertakes that, other than as provided under Clause 5.3 of the Funding 1 Deed of Charge, it will not, prior to the second anniversary of the date on which any Notes are redeemed in full, take any corporate action or other steps (including, without limitation, the filing of documents with the court or the service of a notice of intention to appoint an administrator) or legal proceedings for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Funding 1 or of any or all of the revenues and assets of Funding 1 nor participate in any ex parte proceedings nor seek to enforce any judgment against Funding 1, except as permitted under the provisions of the Funding 1 Deed of Charge.

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance (and any interest capitalised pursuant to Clause 3.4) shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer any previous Intercompany Loan made available by a previous issuing entity or the Master Issuer, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Issue 2016-1 Start-Up up Loan Provider under this Agreement in accordance with the Funding Priority priority of Payments payments or as provided in Clause 8 and Schedule 3 of the Funding Deed of Charge. 7.2 The Current Issuer Issue 2016-1 Start-Up up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's its claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Issue 2016- 1 Start-Up up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Issue 2016-1 Start-Up up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986Xxx 0000. However, if there are sufficient Funding Available Revenue Rexxxxxx xvailable Receipts available but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts)due, such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan AgreementAgreement causing the Advance (and any interest capitalised pursuant to Clause 3.4) and any accrued interest thereon to be accelerated in accordance with Clause 5. 7.3 Funding undertakes that its obligations to the Current Issuer Issue 2016-1 Start-Up up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Issue 2016-1 Start-Up up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that that, on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-EnforcementEnforcement Priority of Payments. 7.5 The Issue 2016-1 Start-up Loan Provider further covenants that, except as permitted under Clause 9 of the Funding Deed of Charge, it will not set off or purport to set off the Advance (and any interest capitalised pursuant to Clause 3.4) or any interest thereon or any part of either thereof against any liability owed by it to Funding. 7.6 The Issue 2016-1 Start-up Loan Provider undertakes that it will not, prior to the second anniversary of the date on which all of the Notes are redeemed in full, take any corporate action or other steps or legal proceedings for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Funding or of any or all of the revenues and assets of Funding nor participate in any proceedings without notice nor seek to enforce any judgment against Funding, except as permitted under the provisions of the Funding Deed of Charge.

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance (and any interest capitalised pursuant to Clause 3.4) shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer any previous Intercompany Loan made available by a previous issuing entity or the Master Issuer, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Issue 2018-2 Start-Up up Loan Provider under this Agreement in accordance with the Funding Priority priority of Payments payments or as provided in Clause 8 and Schedule 3 of the Funding Deed of Charge. 7.2 The Current Issuer Issue 2018-2 Start-Up up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's its claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Issue 2018- 2 Start-Up up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Issue 2018-2 Start-Up up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986Xxx 0000. However, if there are sufficient Funding Available Revenue Rexxxxxx xvailable Receipts available but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts)due, such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan AgreementAgreement causing the Advance (and any interest capitalised pursuant to Clause 3.4) and any accrued interest thereon to be accelerated in accordance with Clause 5. 7.3 Funding undertakes that its obligations to the Current Issuer Issue 2018-2 Start-Up up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Issue 2018-2 Start-Up up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that that, on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-EnforcementEnforcement Priority of Payments. 7.5 The Issue 2018-2 Start-up Loan Provider further covenants that, except as permitted under Clause 9 of the Funding Deed of Charge, it will not set off or purport to set off the Advance (and any interest capitalised pursuant to Clause 3.4) or any interest thereon or any part of either thereof against any liability owed by it to Funding. 7.6 The Issue 2018-2 Start-up Loan Provider undertakes that it will not, prior to the second anniversary of the date on which all of the Notes are redeemed in full, take any corporate action or other steps or legal proceedings for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Funding or of any or all of the revenues and assets of Funding nor participate in any proceedings without notice nor seek to enforce any judgment against Funding, except as permitted under the provisions of the Funding Deed of Charge.

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer Intercompany Loan and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Start-Up Loan Provider under this Agreement in accordance with the Funding Priority of Payments and the Funding Deed of Charge. 7.2 The Current Issuer Start-Up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Start-Up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Start-Up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986. However, if there are Funding Available Revenue Rexxxxxx xvailable Receixxx xxxxxxxxx but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts), such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan Agreement. 7.3 Funding undertakes that its obligations to the Current Issuer Start-Up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Start-Up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-Enforcement

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance (and any interest capitalised pursuant to Clause 3.4) shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer any previous Intercompany Loan made available by a previous issuing entity or the Master Issuer, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Issue 2024-1 Start-Up up Loan Provider under this Agreement in accordance with the Funding Priority priority of Payments payments or as provided in Clause 8 and Schedule 3 of the Funding Deed of Charge. 7.2 The Current Issuer Issue 2024-1 Start-Up up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's its claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Issue 2024- 1 Start-Up up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Issue 2024-1 Start-Up up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986. However, if there are sufficient Funding Available Revenue Rexxxxxx xvailable Receipts available but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts)due, such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan AgreementAgreement causing the Advance (and any interest capitalised pursuant to Clause 3.4) and any accrued interest thereon to be accelerated in accordance with Clause 5. 7.3 Funding undertakes that its obligations to the Current Issuer Issue 2024-1 Start-Up up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Issue 2024-1 Start-Up up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that that, on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-EnforcementEnforcement Priority of Payments. 7.5 The Issue 2024-1 Start-up Loan Provider further covenants that, except as permitted under Clause 9 of the Funding Deed of Charge, it will not set off or purport to set off the Advance (and any interest capitalised pursuant to Clause 3.4) or any interest thereon or any part of either thereof against any liability owed by it to Funding. 7.6 The Issue 2024-1 Start-up Loan Provider undertakes that it will not, prior to the second anniversary of the date on which all of the Notes are redeemed in full, take any corporate action or other steps or legal proceedings for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, monitor, liquidator, sequestrator or similar officer of Funding or of any or all of the revenues and assets of Funding nor participate in any proceedings without notice nor seek to enforce any judgment against Funding, except as permitted under the provisions of the Funding Deed of Charge.

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer any Intercompany Loan Loan, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Eighth Start-Up up Loan Provider under this Agreement in accordance with the Funding Priority priority of Payments payments or as provided in Clause 8 and Schedule 3 of the Funding Deed of Charge. 7.2 The Current Issuer Eighth Start-Up up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's its claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Eighth Start-Up up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Eighth Start-Up up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986. However, if there are sufficient Funding Available Revenue Rexxxxxx xvailable Xxxxxxx Receipts available but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts)due, such non-repayment will constitute an event of default under this Current Issuer Eighth Start-Up up Loan AgreementAgreement causing the Advance and any accrued interest thereon to be accelerated in accordance with Clause 5. 7.3 Funding undertakes that its obligations to the Current Issuer Eighth Start-Up up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Eighth Start-Up up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-Enforcementof

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer any Intercompany Loan Loan, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Third Start-Up up Loan Provider under this Agreement Agreement, in each case in accordance with the Funding Priority priority of Payments payments or as provided in Clause 8 and Schedule 3 of the Funding 1 Deed of Charge. 7.2 The Current Issuer Third Start-Up up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding 1 Deed of Charge, its rights against Funding 1 under this Agreement are limited to the extent that Funding 1 has sufficient assets to meet the Current Issuer Start-Up Loan Provider's claim its claims or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding 1 which pursuant to the Funding 1 Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Third Start-Up up Loan Provider under this Agreement and so that Funding 1 shall not be obliged to make any payment to the Current Issuer Third Start-Up up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding 1 to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986. However, if there are sufficient Funding Available Revenue Rexxxxxx xvailable but Funding 1 Availabxx Xxxxnue Receipts available and the Third Issuer does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to in accordance with the extent of such available Funding Available Revenue Receipts)terms hereof, such non-repayment will constitute an event of default under this Current Issuer Third Start-Up up Loan Agreement. 7.3 Funding 1 undertakes that its obligations to the Current Issuer Third Start-Up up Loan Provider hereunder shall at all times be secured by the Funding 1 Deed of Charge. 7.4 The Current Issuer Third Start-Up up Loan Provider hereby undertakes to be bound by the terms of the Funding 1 Deed of Charge and the Cash Management Agreement and in particular acknowledges that all of Funding 1's right, title, benefit and interest in this Agreement has been assigned to the Security Trustee under the Funding 1 Deed of Charge and agrees that on enforcement of the security created by the Funding 1 Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in Funding 1 Post-Enforcement Priority of Payments. 7.5 The Third Start-up Loan Provider further covenants that, except as permitted under Clause 9 of the Funding Post1 Deed of Charge, it will not set off or claim to set off the Advance or any interest thereon or any part of either thereof against any liability owed by it to Funding 1. 7.6 The Third Start-Enforcementup Loan Provider undertakes that it will not, prior to the second anniversary of the date on which any Notes are redeemed in full, take any corporate action or other steps (including, without limitation, the filing of documents with the court or the service of a notice of intention to appoint an administrator) or legal proceedings for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Funding 1 or of any or all of the revenues and assets of Funding 1 nor participate in any ex parte proceedings nor seek to enforce any judgment against Funding 1, except as permitted under the provisions of the Funding 1 Deed of Charge.

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer any Intercompany Loan Loan, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Funding 1 Start-Up Loan Provider under this Agreement Agreement, in each case in accordance with the Funding Priority priority of Payments payments or as provided in Clause 6 or, as applicable, Clause 7 and Schedule 4 of the Funding 1 Deed of Charge. 7.2 The Current Issuer Funding 1 Start-Up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) 6 or, as applicable, Clause 7 of the Funding 1 Deed of Charge, its rights against Funding 1 under this Agreement are limited to the extent that Funding 1 has sufficient assets to meet the Current Issuer Start-Up Loan Provider's claim its claims or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding 1 which pursuant to the Funding 1 Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Funding 1 Start-Up Loan Provider under this Agreement and so that Funding 1 shall not be obliged to make any payment to the Current Issuer Funding 1 Start-Up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding 1 to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986Xxx 0000. However, if there are sufficient Funding 1 Available Revenue Rexxxxxx xvailable but Receipts available and Funding 1 does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to in accordance with the extent of such available Funding Available Revenue Receipts)terms hereof, such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan AgreementAgreement causing the Advance and any accrued interest to be accelerated in accordance with Clause 5.2. 7.3 Funding 1 undertakes that its obligations to the Current Issuer Funding 1 Start-Up Loan Provider hereunder shall at all times be secured by the Funding 1 Deed of Charge. 7.4 The Current Issuer Funding 1 Start-Up Loan Provider hereby undertakes to be bound by the terms of the Funding 1 Deed of Charge and the Cash Management Agreement and in particular acknowledges that all of Funding 1's right, title, benefit and interest in this Agreement has been assigned by way of security to the Funding 1 Security Trustee under the Funding 1 Deed of Charge and agrees that on enforcement of the security created by the Funding 1 Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in Funding 1 Post-Enforcement Priority of Payments. 7.5 The Funding 1 Start-Up Loan Provider further covenants that, except as permitted under Clause 8 of the Funding Post1 Deed of Charge, it will not set off or claim to set off the Advance or any interest thereon or any part of either thereof against any liability owed by it to Funding 1. 7.6 The Funding 1 Start-EnforcementUp Loan Provider undertakes that, other than as provided under Xxxxxx 5.3 of the Funding 1 Deed of Charge, it will not, prior to the second anniversary of the date on which any Notes are redeemed in full, take any corporate action or other steps (including, without limitation, the filing of documents with the court or the service of a notice of intention to appoint an administrator) or legal proceedings for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Funding 1 or of any or all of the revenues and assets of Funding 1 nor participate in any ex parte proceedings nor seek to enforce any judgment against Funding 1, except as permitted under the provisions of the Funding 1 Deed of Charge.

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance shall be subordinated to, inter alia, payments of principal and interest on any previous intercompany loan made available by a previous issuing entity or the Current Issuer Intercompany Loan Master Issuer, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Issue 2007-1 Start-Up up Loan Provider under this Agreement in accordance with the Funding Priority priority of Payments payments or as provided in Clause 8 and Schedule 3 of the Funding Deed of Charge. 7.2 The Current Issuer Issue 2007-1 Start-Up up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's its claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Issue 2007-1 Start-Up up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Issue 2007-1 Start-Up up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986Xxx 0000. However, if there are sufficient Funding Available Revenue Rexxxxxx xvailable Receipts available but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts)due, such non-repayment will constitute an event of default under this Current Issuer Issue 2007-1 Start-Up up Loan AgreementAgreement causing the Advance and any accrued interest thereon to be accelerated in accordance with Clause 5. 7.3 Funding undertakes that its obligations to the Current Issuer Issue 2007-1 Start-Up up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Start-Up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-Enforcement

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance shall be subordinated to, inter aliaINTER ALIA, payments of principal and interest on the Current Issuer Intercompany Loan and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Start-Up Loan Provider under this Agreement in accordance with the Funding Priority of Payments and the Funding Deed of Charge. 7.2 The Current Issuer Start-Up Loan Provider further agrees that, without prejudice to Clause 8 (Upon EnforcementUPON ENFORCEMENT) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu PARI PASSU with or in priority to its liabilities to the Current Issuer Start-Up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Start-Up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986. However, if there are Funding txxxx xxx Xxxxxng Available Revenue Rexxxxxx xvailable Receipts available but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts), such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan Agreement. 7.3 Funding undertakes that its obligations to the Current Issuer Start-Up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Start-Up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-Enforcement

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer any Intercompany Loan Loan, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Seventh Start-Up up Loan Provider under this Agreement in accordance with the Funding Priority priority of Payments payments or as provided in Clause 8 and Schedule 3 of the Funding Deed of Charge. 7.2 The Current Issuer Seventh Start-Up up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's its claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Seventh Start-Up up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Seventh Start-Up up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986Axx 0000. However, if there are sufficient Funding Available Revenue Rexxxxxx xvailable Receipts available but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts)due, such non-repayment will constitute an event of default under this Current Issuer Seventh Start-Up up Loan AgreementAgreement causing the Advance and any accrued interest thereon to be accelerated in accordance with Clause 5. 7.3 Funding undertakes that its obligations to the Current Issuer Seventh Start-Up up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Seventh Start-Up up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-Enforcementof

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance (and any interest capitalised pursuant to Clause 3.4) shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer any previous Intercompany Loan made available by a previous issuing entity or the Master Issuer, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Issue 2012-4 Start-Up up Loan Provider under this Agreement in accordance with the Funding Priority priority of Payments payments or as provided in Clause 8 and Schedule 3 of the Funding Deed of Charge. 7.2 The Current Issuer Issue 2012-4 Start-Up up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's its claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Issue 2012- 4 Start-Up up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Issue 2012-4 Start-Up up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986Xxx 0000. However, if there are sufficient Funding Available Revenue Rexxxxxx xvailable Receipts available but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts)due, such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan AgreementAgreement causing the Advance (and any interest capitalised pursuant to Clause 3.4) and any accrued interest thereon to be accelerated in accordance with Clause 5. 7.3 Funding undertakes that its obligations to the Current Issuer Issue 2012-4 Start-Up up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Issue 2012-4 Start-Up up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that that, on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-EnforcementEnforcement Priority of Payments. 7.5 The Issue 2012-4 Start-up Loan Provider further covenants that, except as permitted under Clause 9 of the Funding Deed of Charge, it will not set off or purport to set off the Advance (and any interest capitalised pursuant to Clause 3.4) or any interest thereon or any part of either thereof against any liability owed by it to Funding. 7.6 The Issue 2012-4 Start-up Loan Provider undertakes that it will not, prior to the second anniversary of the date on which all of the Notes are redeemed in full, take any corporate action or other steps or legal proceedings for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Funding or of any or all of the revenues and assets of Funding nor participate in any proceedings without notice nor seek to enforce any judgment against Funding, except as permitted under the provisions of the Funding Deed of Charge.

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer Intercompany Loan and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Start-Up Loan Provider under this Agreement in accordance with the Funding Priority of Payments and the Funding Deed of Charge. 7.2 The Current Issuer Start-Up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Start-Up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Start-Up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986. However, if there are Funding Available Revenue Rexxxxxx xvailable Rxxxxxxx available but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts), such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan Agreement. 7.3 Funding undertakes that its obligations to the Current Issuer Start-Up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Start-Up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-Enforcement

SUBORDINATION AND SECURITY. 7.1 8.1 The parties hereby agree that repayments in respect of the Advance Extraordinary Payment Holiday Start-up Loan (and any interest capitalised pursuant to Clause 4.3) shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer any previous Intercompany Loan made available by a previous issuing entity or the Master Issuer, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Extraordinary Payment Holiday Start-Up up Loan Provider under this Agreement in accordance with the Funding Priority priority of Payments payments or as provided in Clause 8 and Schedule 3 of the Funding Deed of Charge. 7.2 8.2 The Current Issuer Extraordinary Payment Holiday Start-Up up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's its claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Extraordinary Payment Holiday Start-Up up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Extraordinary Payment Holiday Start-Up up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986Xxx 0000. However, if there are sufficient Funding Available Revenue Rexxxxxx xvailable Receipts available but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon Extraordinary Payment Holiday Start-up Loan when due (to the extent of such available Funding Available Revenue Receipts)due, such non-repayment will constitute an event of default under this Current Issuer Agreement causing the Extraordinary Payment Holiday Start-Up up Loan Agreement(and any interest capitalised pursuant to Clause 4.3) and any accrued interest thereon to be accelerated in accordance with Clause 6. 7.3 8.3 Funding undertakes that its obligations to the Current Issuer Extraordinary Payment Holiday Start-Up up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 8.4 The Current Issuer Extraordinary Payment Holiday Start-Up up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that that, on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-EnforcementEnforcement Priority of Payments. 8.5 The Extraordinary Payment Holiday Start-up Loan Provider further covenants that, except as permitted under Clause 9 of the Funding Deed of Charge, it will not set off or purport to set off the Extraordinary Payment Holiday Start-up Loan (and any interest capitalised pursuant to Clause 4.3) or any interest thereon or any part of either thereof against any liability owed by it to Funding. 8.6 The Extraordinary Payment Holiday Start-up Loan Provider undertakes that it will not, prior to the second anniversary of the date on which all of the Notes are redeemed in full, take any corporate action or other steps or legal proceedings for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Funding or of any or all of the revenues and assets of Funding nor participate in any proceedings without notice nor seek to enforce any judgment against Funding, except as permitted under the provisions of the Funding Deed of Charge.

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance each Start-Up Loan Tranche made under this Agreement shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer Intercompany Loan Notes and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Start-Up Loan Provider under this Agreement in accordance with the Funding Issuer Priority of Payments and the Funding Issuer Deed of Charge. 7.2 The Current If there are Issuer Available Revenue Receipts available but the Master Issuer fails to pay interest or repay principal in respect of any Start-Up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Start-Up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Start-Up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986. However, if there are Funding Available Revenue Rexxxxxx xvailable but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts)Tranche, such non-repayment will constitute an event of default under this Current Issuer cause each Start-Up Loan AgreementTranche made under this Agreement (including any interest accrued but unpaid) to become immediately due and payable. 7.3 Funding The Master Issuer undertakes that its obligations to the Current Issuer Start-Up Loan Provider hereunder shall at all times be secured by the Funding Issuer Deed of Charge. 7.4 The Current Issuer Start-Up Loan Provider covenants that, except as permitted under the Issuer Deed of Charge, it will not set off or claim to set off any Start-Up Loan Tranche made under this Agreement (including any interest accrued but unpaid) or any part thereof against any liability owed by it to the Master Issuer under this Agreement. 7.5 The Issuer Start-Up Loan Provider hereby undertakes to be bound by the terms each of the Funding Deed other parties hereto that it shall not take any steps for the purpose of Charge recovering any amount payable under this Agreement (including, without limitation, by exercising any rights of set-off) or enforcing any rights arising out of this Agreement against the Master Issuer and it shall not take any steps or legal proceedings for the Cash Management Agreement and in particular agrees that on enforcement winding-up, dissolution or reorganisation of, or the institution of insolvency proceedings against, the Master Issuer or for the appointment of a receiver, administrator, liquidator or similar officer of the security created by Master Issuer in respect of any or all of its revenues except to the Funding extent expressly permitted under the Issuer Deed of Charge. 7.6 Northern Rock plc, all amounts as the initial Issuer Start-Up Loan Provider, represents that it is within the charge to UK corporation tax in respect of principalany interest payable to it under this Agreement. 7.7 The Issuer Start-Up Loan Provider for the time being shall notify the Master Issuer in writing promptly, and in any event before the next following Monthly Payment Date, if it is not, or ceases to be, within the charge to UK corporation tax in respect of any interest payable to it under this Agreement. 7.8 Each party to this Agreement other than the Issuer Security Trustee hereby makes the representations and any warranties to each of the other amounts due hereunder shall rank parties to this Agreement that are specified in the order of priority set out in the Funding Post-EnforcementSchedule 1 hereto.

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer Intercompany Loan and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Start-Up Loan Provider under this Agreement in accordance with the Funding Priority of Payments and the Funding Deed of Charge. 7.2 The Current Issuer Start-Up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Start-Up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Start-Up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986. However, if there are Funding Available Revenue Rexxxxxx xvailable Receixxx xxxxlable but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts), such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan Agreement. 7.3 Funding undertakes that its obligations to the Current Issuer Start-Up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Start-Up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-Enforcement

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer any Intercompany Loan Loan, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Second Start-Up up Loan Provider under this Agreement Agreement, in each case in accordance with the Funding Priority priority of Payments payments or as provided in CLAUSE 8 and SCHEDULE 3 of the Funding 1 Deed of Charge. 7.2 The Current Issuer Second Start-Up up Loan Provider further agrees that, without prejudice to Clause CLAUSE 8 (Upon Enforcement) of the Funding 1 Deed of Charge, its rights against Funding 1 under this Agreement are limited to the extent that Funding 1 has sufficient assets to meet the Current Issuer Start-Up Loan Provider's claim its claims or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding 1 which pursuant to the Funding 1 Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Second Start-Up up Loan Provider under this Agreement and so that Funding 1 shall not be obliged to make any payment to the Current Issuer Second Start-Up up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding 1 to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986. However, if there are sufficient Funding 1 Available Revenue Rexxxxxx xvailable but Funding Rxxxxxx Xeceipts available and the Second Issuer does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to in accordance with the extent of such available Funding Available Revenue Receipts)terms hereof, such non-repayment will constitute an event of default under this Current Issuer Second Start-Up up Loan Agreement. 7.3 Funding 1 undertakes that its obligations to the Current Issuer Second Start-Up up Loan Provider hereunder shall at all times be secured by the Funding 1 Deed of Charge. 7.4 The Current Issuer Second Start-Up up Loan Provider hereby undertakes to be bound by the terms of the Funding 1 Deed of Charge and the Cash Management Agreement and in particular acknowledges that all of Funding 1's right, title, benefit and interest in this Agreement has been assigned to the Security Trustee under the Funding 1 Deed of Charge and agrees that on enforcement of the security created by the Funding 1 Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in Funding 1 Post-Enforcement Priority of Payments. 7.5 The Second Start-up Loan Provider further covenants that, except as permitted under CLAUSE 9 of the Funding Post1 Deed of Charge, it will not set off or claim to set off the Advance or any interest thereon or any part of either thereof against any liability owed by it to Funding 1. 7.6 The Second Start-Enforcementup Loan Provider undertakes that it will not, prior to the second anniversary of the date on which any Notes are redeemed in full, take any corporate action or other steps or legal proceedings for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Funding 1 or of any or all of the revenues and assets of Funding 1 nor participate in any ex parte proceedings nor seek to enforce any judgment against Funding 1, except as permitted under the provisions of the Funding 1 Deed of Charge.

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance (and any interest capitalised pursuant to Clause 3.4) shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer any previous Intercompany Loan made available by a previous issuing entity or the Master Issuer, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Issue 2023-2 Start-Up up Loan Provider under this Agreement in accordance with the Funding Priority priority of Payments payments or as provided in Clause 8 and Schedule 3 of the Funding Deed of Charge. 7.2 The Current Issuer Issue 2023-2 Start-Up up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's its claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Issue 2023- 2 Start-Up up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Issue 2023-2 Start-Up up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986. However, if there are sufficient Funding Available Revenue Rexxxxxx xvailable Receipts available but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts)due, such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan AgreementAgreement causing the Advance (and any interest capitalised pursuant to Clause 3.4) and any accrued interest thereon to be accelerated in accordance with Clause 5. 7.3 Funding undertakes that its obligations to the Current Issuer Issue 2023-2 Start-Up up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Issue 2023-2 Start-Up up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that that, on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-EnforcementEnforcement Priority of Payments. 7.5 The Issue 2023-2 Start-up Loan Provider further covenants that, except as permitted under Clause 9 of the Funding Deed of Charge, it will not set off or purport to set off the Advance (and any interest capitalised pursuant to Clause 3.4) or any interest thereon or any part of either thereof against any liability owed by it to Funding. 7.6 The Issue 2023-2 Start-up Loan Provider undertakes that it will not, prior to the second anniversary of the date on which all of the Notes are redeemed in full, take any corporate action or other steps or legal proceedings for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, monitor, liquidator, sequestrator or similar officer of Funding or of any or all of the revenues and assets of Funding nor participate in any proceedings without notice nor seek to enforce any judgment against Funding, except as permitted under the provisions of the Funding Deed of Charge.

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance each Start-up Loan Tranche made under this Agreement shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer Intercompany any Loan Tranche, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Funding 2 Start-Up up Loan Provider under this Agreement Agreement, in each case in accordance with the Funding Priority 2 Priorities of Payments and the terms of the Funding 2 Deed of Charge. 7.2 The Current Issuer Funding 2 Start-Up up Loan Provider further agrees that, without prejudice to Clause CLAUSE 8 (Upon Enforcement) of the Funding 2 Deed of Charge, its rights against Funding 2 under this Agreement are limited to the extent that Funding 2 has sufficient assets to meet the Current Issuer Start-Up Loan Provider's claim its claims or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding 2 which pursuant to the Funding 2 Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Funding 2 Start-Up up Loan Provider under this Agreement and so that Funding 2 shall not be obliged to make any payment to the Current Issuer Funding 2 Start-Up up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding 2 to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 19861986 (as amended). However, if there are sufficient Funding 2 Available Revenue Rexxxxxx xvailable but Receipts available and Funding 2 does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon Start-up Loan Tranches when due (to in accordance with the extent of such available Funding Available Revenue Receipts)terms hereof, such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan Agreement. 7.3 Funding undertakes that its obligations to the Current Issuer Start-Up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Start-Up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-Enforcement

SUBORDINATION AND SECURITY. 7.1 8.1 The parties hereby agree that repayments in respect of the Advance Funding Loan (and any interest capitalised pursuant to Clause 5.4) shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer Intercompany Loan and to all other payments or provisions ranking in priority to payments to be made to the Current Issuer Start-Up Funding Loan Provider under this Agreement as provided in accordance with the Funding Priority Clause 7 and Schedule 3 of Payments and the Funding Deed of Charge. 7.2 8.2 The Current Issuer Start-Up Funding Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) 7 of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's its claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Start-Up Funding Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Start-Up Funding Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986Xxx 0000. However, if there are sufficient Funding Available Revenue Rexxxxxx xvailable Receipts available but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon Funding Loan when due (to the extent of such available Funding Available Revenue Receipts)due, such non-non- repayment will constitute an event of default under this Current Issuer Start-Up Agreement causing the Funding Loan Agreement(and any interest capitalised pursuant to Clause 5.4) and any accrued interest thereon to be accelerated in accordance with Clause 6. 7.3 8.3 Funding undertakes that its obligations to the Current Issuer Start-Up Funding Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 8.4 The Current Issuer Start-Up Funding Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that that, on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-EnforcementEnforcement Priority of Payments. 8.5 The Funding Loan Provider further covenants that, except as permitted under Clause 8 of the Funding Deed of Charge, it will not set off or purport to set off the Funding Loan (and any interest capitalised pursuant to Clause 5.4) or any interest thereon or any part of either thereof against any liability owed by it to Funding. 8.6 The Funding Loan Provider undertakes that it will not, prior to the second anniversary of the date on which all of the Notes are redeemed in full, take any corporate action or other steps or legal proceedings for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Funding or of any or all of the revenues and assets of Funding nor participate in any proceedings without notice nor seek to enforce any judgment against Funding, except as permitted under the provisions of the Funding Deed of Charge.

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer any Intercompany Loan Loan, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Sixth Start-Up up Loan Provider under this Agreement in accordance with the Funding Priority priority of Payments payments or as provided in CLAUSE 8 and SCHEDULE 3 of the Funding Deed of Charge. 7.2 The Current Issuer Sixth Start-Up up Loan Provider further agrees that, without prejudice to Clause CLAUSE 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's its claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Sixth Start-Up up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Sixth Start-Up up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986. However, if there are sufficient Funding Available Revenue Rexxxxxx xvailable Xxxxxxx Receipts available but Funding the Sixth Issuer does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts)due, such non-repayment will constitute an event of default under this Current Issuer Sixth Start-Up up Loan Agreement. 7.3 Funding undertakes that its obligations to the Current Issuer Sixth Start-Up up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Sixth Start-Up up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-EnforcementEnforcement Priority of Payments. 7.5 The Sixth Start-up Loan Provider further covenants that, except as permitted under CLAUSE 9 of the Funding Deed of Charge, it will not set off or claim to set off the Advance or any interest thereon or any part of either thereof against any liability owed by it to Funding. 7.6 The Sixth Start-up Loan Provider undertakes that it will not, prior to the second anniversary of the date on which any Notes are redeemed in full, take any corporate action or other steps or legal proceedings for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Funding or of any or all of the revenues and assets of Funding nor participate in any proceedings without notice nor seek to enforce any judgment against Funding, except as permitted under the provisions of the Funding Deed of Charge.

SUBORDINATION AND SECURITY. 7.1 8.1 The parties hereby agree that repayments in respect of the Advance Extraordinary Payment Holiday Start-up Loan (and any interest capitalised pursuant to Clause 4.5) shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer any Intercompany Loan Loan, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Extraordinary Payment Holiday Start-Up Loan Provider under this Agreement Agreement, in each case in accordance with the Funding Priority priority of Payments payments or as provided in clause 6 or, as applicable, clause 7 and Schedule 4 of the Funding 1 Deed of Charge. 7.2 8.2 The Current Issuer Extraordinary Payment Holiday Start-Up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) clause 6 or, as applicable, clause 7 of the Funding 1 Deed of Charge, its rights against Funding 1 under this Agreement are limited to the extent that Funding 1 has sufficient assets to meet the Current Issuer Start-Up Loan Provider's claim its claims or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding 1 which pursuant to the Funding 1 Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Extraordinary Payment Holiday Start-Up Loan Provider under this Agreement and so that Funding 1 shall not be obliged to make any payment to the Current Issuer Extraordinary Payment Holiday Start-Up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding 1 to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986Xxx 0000. However, if there are sufficient Funding 1 Available Revenue Rexxxxxx xvailable but Receipts available and Funding 1 does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon Extraordinary Payment Holiday Start-up Loan when due (to in accordance with the extent of such available Funding Available Revenue Receipts)terms hereof, such non-repayment will constitute an event of default under this Current Issuer Agreement causing the Extraordinary Payment Holiday Start-Up up Loan Agreementand any accrued interest to be accelerated in accordance with Clause 6.2. 7.3 8.3 Funding 1 undertakes that its obligations to the Current Issuer Extraordinary Payment Holiday Start-Up Loan Provider hereunder shall at all times be secured by the Funding 1 Deed of Charge. 7.4 8.4 The Current Issuer Extraordinary Payment Holiday Start-Up Loan Provider hereby undertakes to be bound by the terms of the Funding 1 Deed of Charge and the Cash Management Agreement and in particular acknowledges that all of Funding 1's right, title, benefit and interest in this Agreement has been assigned by way of security to the Funding 1 Security Trustee under the Funding 1 Deed of Charge and agrees that on enforcement of the security created by the Funding 1 Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding 1 Post-EnforcementEnforcement Priority of Payments. 8.5 The Extraordinary Payment Holiday Start-Up Loan Provider further covenants that, except as permitted under clause 8 of the Funding 1 Deed of Charge, it will not set off or purport to set off the Extraordinary Payment Holiday Start-up Loan (and any interest capitalised pursuant to Clause 4.5) or any interest thereon or any part of either thereof against any liability owed by it to Funding 1. 8.6 The Extraordinary Payment Holiday Start-Up Loan Provider undertakes that, other than as provided under clause 5.3 of the Funding 1 Deed of Charge, it will not, prior to the second anniversary of the date on which all of the Notes are redeemed in full, take any corporate action or other steps (including, without limitation, the filing of documents with the court or the service of a notice of intention to appoint an administrator) or legal proceedings for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Funding 1 or of any or all of the revenues and assets of Funding 1 nor participate in any ex parte proceedings nor seek to enforce any judgment against Funding 1, except as permitted under the provisions of the Funding 1 Deed of Charge.

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer Intercompany Loan Notes, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Start-Up Loan Provider under this Agreement Agreement, in each case in accordance with the Funding Priority priority of Payments and payments or as provided in Clause 6 or, as applicable, Clause 7 of the Funding Issuer Deed of ChargeCharge and Schedule 2 of the Issuer Cash Management Agreement. 7.2 The Current Issuer Start-Up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) 6 or, as applicable, Clause 7 of the Funding Issuer Deed of Charge, its rights against Funding the Issuer under this Agreement are limited to the extent that Funding the Issuer has sufficient assets to meet the Current Issuer Start-Up Loan Provider's claim its claims or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding the Issuer which pursuant to the Funding Issuer Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Start-Up Loan Provider under this Agreement and so that Funding the Issuer shall not be obliged to make any payment to the Current Issuer Start-Up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding the Issuer to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986Xxx 0000. However, if there are Funding Available sufficient Issuer Revenue Rexxxxxx xvailable but Funding Receipts available and the Issuer does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to in accordance with the extent of such available Funding Available Revenue Receipts)terms hereof, such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan AgreementAgreement causing the Advance and any accrued interest to be accelerated in accordance with Clause 5.2. 7.3 Funding The Issuer undertakes that its obligations to the Current Issuer Start-Up Loan Provider hereunder shall at all times be secured by the Funding Issuer Deed of Charge. 7.4 The Current Issuer Start-Up Loan Provider hereby undertakes to be bound by the terms of the Funding Issuer Deed of Charge and the Issuer Cash Management Agreement and in particular acknowledges that all of the Issuer's right, title, benefit and interest in this Agreement has been assigned by way of security to the Issuer Security Trustee under the Issuer Deed of Charge and agrees that on enforcement of the security created by the Funding Issuer Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Issuer Post-EnforcementEnforcement Priority of Payments. 7.5 The Issuer Start-Up Loan Provider further covenants that, except as permitted under Clause 9 of the Issuer Deed of Charge, it will not set off or claim to set off the Advance or any interest thereon or any part of either thereof against any liability owed by it to the Issuer. 7.6 The Issuer Start-Up Loan Provider undertakes that, other than as provided under Clause 5.3 of the Issuer Deed of Charge, it will not, prior to the second anniversary of the date on which all Notes are redeemed in full, take any corporate action or other steps (including, without limitation, the filing of documents with the court or the service of a notice of intention to appoint an administrator) or legal proceedings for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Issuer or of any or all of the revenues and assets of Issuer nor participate in any ex parte proceedings nor seek to enforce any judgment against Issuer, except as permitted under the provisions of the Issuer Deed of Charge.

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance (and any interest capitalised pursuant to Clause 3.4) shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer any previous Intercompany Loan made available by a previous issuing entity or the Master Issuer, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Issue 2012-3 Start-Up up Loan Provider under this Agreement in accordance with the Funding Priority priority of Payments payments or as provided in Clause 8 and Schedule 3 of the Funding Deed of Charge. 7.2 The Current Issuer Issue 2012-3 Start-Up up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's its claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Issue 2012- 3 Start-Up up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Issue 2012-3 Start-Up up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986Xxx 0000. However, if there are sufficient Funding Available Revenue Rexxxxxx xvailable Receipts available but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts)due, such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan AgreementAgreement causing the Advance (and any interest capitalised pursuant to Clause 3.4) and any accrued interest thereon to be accelerated in accordance with Clause 5. 7.3 Funding undertakes that its obligations to the Current Issuer Issue 2012-3 Start-Up up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Issue 2012-3 Start-Up up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that that, on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-EnforcementEnforcement Priority of Payments. 7.5 The Issue 2012-3 Start-up Loan Provider further covenants that, except as permitted under Clause 9 of the Funding Deed of Charge, it will not set off or purport to set off the Advance (and any interest capitalised pursuant to Clause 3.4) or any interest thereon or any part of either thereof against any liability owed by it to Funding. 7.6 The Issue 2012-3 Start-up Loan Provider undertakes that it will not, prior to the second anniversary of the date on which all of the Notes are redeemed in full, take any corporate action or other steps or legal proceedings for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Funding or of any or all of the revenues and assets of Funding nor participate in any proceedings without notice nor seek to enforce any judgment against Funding, except as permitted under the provisions of the Funding Deed of Charge.

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer Intercompany Loan and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Start-Up Loan Provider under this Agreement in accordance with the Funding Priority of Payments and the Funding Deed of Charge. 7.2 The Current Issuer Start-Up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Start-Up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Start-Up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986. However, if there are Funding Available Revenue Rexxxxxx xvailable Receipts available but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts), such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan Agreement. 7.3 Funding undertakes that its obligations to the Current Issuer Start-Up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Start-Up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-Enforcement

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance (and any interest capitalised pursuant to Clause 3.4) shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer any previous Intercompany Loan made available by a previous issuing entity or the Master Issuer, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Issue 2024-2 Start-Up up Loan Provider under this Agreement in accordance with the Funding Priority priority of Payments payments or as provided in Clause 8 and Schedule 3 of the Funding Deed of Charge. 7.2 The Current Issuer Issue 2024-2 Start-Up up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's its claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Issue 2024- 2 Start-Up up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Issue 2024-2 Start-Up up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986. However, if there are sufficient Funding Available Revenue Rexxxxxx xvailable Receipts available but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts)due, such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan AgreementAgreement causing the Advance (and any interest capitalised pursuant to Clause 3.4) and any accrued interest thereon to be accelerated in accordance with Clause 5. 7.3 Funding undertakes that its obligations to the Current Issuer Issue 2024-2 Start-Up up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Issue 2024-2 Start-Up up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that that, on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-EnforcementEnforcement Priority of Payments. 7.5 The Issue 2024-2 Start-up Loan Provider further covenants that, except as permitted under Clause 9 of the Funding Deed of Charge, it will not set off or purport to set off the Advance (and any interest capitalised pursuant to Clause 3.4) or any interest thereon or any part of either thereof against any liability owed by it to Funding. 7.6 The Issue 2024-2 Start-up Loan Provider undertakes that it will not, prior to the second anniversary of the date on which all of the Notes are redeemed in full, take any corporate action or other steps or legal proceedings for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, monitor, liquidator, sequestrator or similar officer of Funding or of any or all of the revenues and assets of Funding nor participate in any proceedings without notice nor seek to enforce any judgment against Funding, except as permitted under the provisions of the Funding Deed of Charge.

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance (and any interest capitalised pursuant to Clause 3.4) shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer any previous Intercompany Loan made available by a previous issuing entity or the Master Issuer, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Issue 2017-1 Start-Up up Loan Provider under this Agreement in accordance with the Funding Priority priority of Payments payments or as provided in Clause 8 and Schedule 3 of the Funding Deed of Charge. 7.2 The Current Issuer Issue 2017-1 Start-Up up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's its claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Issue 2017- 1 Start-Up up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Issue 2017-1 Start-Up up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986. However, if there are sufficient Funding Available Revenue Rexxxxxx xvailable Receipts available but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts)due, such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan AgreementAgreement causing the Advance (and any interest capitalised pursuant to Clause 3.4) and any accrued interest thereon to be accelerated in accordance with Clause 5. 7.3 Funding undertakes that its obligations to the Current Issuer Issue 2017-1 Start-Up up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Issue 2017-1 Start-Up up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that that, on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-EnforcementEnforcement Priority of Payments. 7.5 The Issue 2017-1 Start-up Loan Provider further covenants that, except as permitted under Clause 9 of the Funding Deed of Charge, it will not set off or purport to set off the Advance (and any interest capitalised pursuant to Clause 3.4) or any interest thereon or any part of either thereof against any liability owed by it to Funding. 7.6 The Issue 2017-1 Start-up Loan Provider undertakes that it will not, prior to the second anniversary of the date on which all of the Notes are redeemed in full, take any corporate action or other steps or legal proceedings for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Funding or of any or all of the revenues and assets of Funding nor participate in any proceedings without notice nor seek to enforce any judgment against Funding, except as permitted under the provisions of the Funding Deed of Charge.

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance (and any interest capitalised pursuant to Clause 3.4) shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer any previous Intercompany Loan made available by a previous issuing entity or the Master Issuer, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Issue 2018-1 Start-Up up Loan Provider under this Agreement in accordance with the Funding Priority priority of Payments payments or as provided in Clause 8 and Schedule 3 of the Funding Deed of Charge. 7.2 The Current Issuer Issue 2018-1 Start-Up up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's its claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Issue 2018- 1 Start-Up up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Issue 2018-1 Start-Up up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986Xxx 0000. However, if there are sufficient Funding Available Revenue Rexxxxxx xvailable Receipts available but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts)due, such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan AgreementAgreement causing the Advance (and any interest capitalised pursuant to Clause 3.4) and any accrued interest thereon to be accelerated in accordance with Clause 5. 7.3 Funding undertakes that its obligations to the Current Issuer Issue 2018-1 Start-Up up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Issue 2018-1 Start-Up up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that that, on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-EnforcementEnforcement Priority of Payments. 7.5 The Issue 2018-1 Start-up Loan Provider further covenants that, except as permitted under Clause 9 of the Funding Deed of Charge, it will not set off or purport to set off the Advance (and any interest capitalised pursuant to Clause 3.4) or any interest thereon or any part of either thereof against any liability owed by it to Funding. 7.6 The Issue 2018-1 Start-up Loan Provider undertakes that it will not, prior to the second anniversary of the date on which all of the Notes are redeemed in full, take any corporate action or other steps or legal proceedings for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Funding or of any or all of the revenues and assets of Funding nor participate in any proceedings without notice nor seek to enforce any judgment against Funding, except as permitted under the provisions of the Funding Deed of Charge.

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance (and any interest capitalised pursuant to Clause 3.4) shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer any previous Intercompany Loan made available by a previous issuing entity or the Master Issuer, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Issue 2023-1 Start-Up up Loan Provider under this Agreement in accordance with the Funding Priority priority of Payments payments or as provided in Clause 8 and Schedule 3 of the Funding Deed of Charge. 7.2 The Current Issuer Issue 2023-1 Start-Up up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's its claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Issue 2023- 1 Start-Up up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Issue 2023-1 Start-Up up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986Xxx 0000. However, if there are sufficient Funding Available Revenue Rexxxxxx xvailable Receipts available but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts)due, such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan AgreementAgreement causing the Advance (and any interest capitalised pursuant to Clause 3.4) and any accrued interest thereon to be accelerated in accordance with Clause 5. 7.3 Funding undertakes that its obligations to the Current Issuer Issue 2023-1 Start-Up up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Issue 2023-1 Start-Up up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that that, on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-EnforcementEnforcement Priority of Payments. 7.5 The Issue 2023-1 Start-up Loan Provider further covenants that, except as permitted under Clause 9 of the Funding Deed of Charge, it will not set off or purport to set off the Advance (and any interest capitalised pursuant to Clause 3.4) or any interest thereon or any part of either thereof against any liability owed by it to Funding. 7.6 The Issue 2023-1 Start-up Loan Provider undertakes that it will not, prior to the second anniversary of the date on which all of the Notes are redeemed in full, take any corporate action or other steps or legal proceedings for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, monitor, liquidator, sequestrator or similar officer of Funding or of any or all of the revenues and assets of Funding nor participate in any proceedings without notice nor seek to enforce any judgment against Funding, except as permitted under the provisions of the Funding Deed of Charge.

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer any Intercompany Loan Loan, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Fifth Start-Up up Loan Provider under this Agreement Agreement, in each case in accordance with the Funding Priority priority of Payments payments or as provided in CLAUSE 8 and Schedule 3 of the Funding 1 Deed of Charge. 7.2 The Current Issuer Fifth Start-Up up Loan Provider further agrees that, without prejudice to Clause CLAUSE 8 (Upon Enforcement) of the Funding 1 Deed of Charge, its rights against Funding 1 under this Agreement are limited to the extent that Funding 1 has sufficient assets to meet the Current Issuer Start-Up Loan Provider's claim its claims or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding 1 which pursuant to the Funding 1 Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Fifth Start-Up up Loan Provider under this Agreement and so that Funding 1 shall not be obliged to make any payment to the Current Issuer Fifth Start-Up up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding 1 to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986Xxx 0000. However, if there are sufficient Funding 1 Available Revenue Rexxxxxx xvailable but Funding Receipts available and the Fifth Issuer does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to in accordance with the extent of such available Funding Available Revenue Receipts)terms hereof, such non-non- repayment will constitute an event of default under this Current Issuer Fifth Start-Up up Loan Agreement. 7.3 Funding 1 undertakes that its obligations to the Current Issuer Fifth Start-Up up Loan Provider hereunder shall at all times be secured by the Funding 1 Deed of Charge. 7.4 The Current Issuer Fifth Start-Up up Loan Provider hereby undertakes to be bound by the terms of the Funding 1 Deed of Charge and the Cash Management Agreement and in particular acknowledges that all of Funding 1's right, title, benefit and interest in this Agreement has been assigned to the Security Trustee under the Funding 1 Deed of Charge and agrees that on enforcement of the security created by the Funding 1 Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding 1 Post-Enforcement

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance each Start-Up Loan Tranche made under this Agreement shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer Intercompany Loan Notes and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Start-Up Loan Provider under this Agreement in accordance with the Funding Issuer Priority of Payments and the Funding Issuer Deed of Charge. 7.2 The Current If there are Issuer Available Revenue Receipts available but the Master Issuer fails to pay interest or repay principal in respect of any Start-Up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Start-Up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Start-Up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986. However, if there are Funding Available Revenue Rexxxxxx xvailable but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts)Tranche, such non-repayment will constitute an event of default under this Current Issuer cause each Start-Up Loan AgreementTranche made under this Agreement (including any interest accrued but unpaid) to become immediately due and payable. 7.3 Funding The Master Issuer undertakes that its obligations to the Current Issuer Start-Up Loan Provider hereunder shall at all times be secured by the Funding Issuer Deed of Charge. 7.4 The Current Issuer Start-Up Loan Provider further covenants that, except as permitted under the Issuer Deed of Charge, it will not set off or claim to set off any Start-Up Loan Tranche made under this Agreement (including any interest accrued but unpaid) or any part thereof against any liability owed by it to the Master Issuer under this Agreement. 7.5 The Issuer Start-Up Loan Provider hereby undertakes to be bound by the terms each of the Funding Deed other parties hereto that it shall not take any steps for the purpose of Charge recovering any amount payable under this Agreement (including, without limitation, by exercising any rights of set-off) or enforcing any rights arising out of this Agreement against the Master Issuer and it shall not take any steps or legal proceedings for the Cash Management Agreement and in particular agrees that on enforcement winding-up, dissolution or reorganisation of, or the institution of insolvency proceedings against, the Master Issuer or for the appointment of a receiver, administrator, liquidator or similar officer of the security created by Master Issuer in respect of any or all of its revenues except to the Funding extent expressly permitted under the Issuer Deed of Charge. 7.6 Northern Rock plc, all amounts as the initial Issuer Start-Up Loan Provider, represents that it is within the charge to UK corporation tax in respect of principalany interest payable to it under this Agreement. 7.7 The Issuer Start-Up Loan Provider for the time being shall notify the Master Issuer in writing promptly, and in any event before the next following Monthly Payment Date, if it is not, or ceases to be, within the charge to UK corporation tax in respect of any interest payable to it under this Agreement. 7.8 Each party to this Agreement other than the Issuer Security Trustee hereby makes the representations and any warranties to each of the other amounts due hereunder shall rank parties to this Agreement that are specified in the order of priority set out in the Funding Post-EnforcementSchedule 1 hereto.

SUBORDINATION AND SECURITY. 7.1 8.1 The parties hereby agree that repayments in respect of the Advance Extraordinary Payment Holiday Start-up Loan (and any interest capitalised pursuant to Clause 4.3) shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer any Intercompany Loan Loan, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Extraordinary Payment Holiday Start-Up Loan Provider under this Agreement Agreement, in each case in accordance with the priority of payments or as provided in Clause 7 (Payments out of Funding 1 Accounts upon Acceleration) or, as applicable, Clause 8 (Enforcement by the Funding 1 Security Trustee) and Schedule 4 (Funding 1 Priority of Payments and Payments) of the Funding 1 Deed of Charge. 7.2 8.2 The Current Issuer Extraordinary Payment Holiday Start-Up Loan Provider further agrees that, without prejudice to Clause 7 (Payments out of Funding 1 Accounts upon Acceleration) or, as applicable, Clause 8 (Upon EnforcementEnforcement by the Funding 1 Security Trustee) of the Funding 1 Deed of Charge, its rights against Funding 1 under this Agreement are limited to the extent that Funding 1 has sufficient assets to meet the Current Issuer Start-Up Loan Provider's claim its claims or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding 1 which pursuant to the Funding 1 Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Extraordinary Payment Holiday Start-Up Loan Provider under this Agreement and so that Funding 1 shall not be obliged to make any payment to the Current Issuer Extraordinary Payment Holiday Start-Up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding 1 to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986Xxx 0000. However, if there are sufficient Funding 1 Available Revenue Rexxxxxx xvailable but Receipts available and Funding 1 does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon Extraordinary Payment Holiday Start- up Loan when due (to in accordance with the extent of such available Funding Available Revenue Receipts)terms hereof, such non-repayment will constitute an event of default under this Current Issuer Agreement causing the Extraordinary Payment Holiday Start-Up up Loan Agreementand any accrued interest to be accelerated in accordance with Clause 6.2 (Acceleration). 7.3 8.3 Funding 1 undertakes that its obligations to the Current Issuer Extraordinary Payment Holiday Start-Up Loan Provider hereunder shall at all times be secured by the Funding 1 Deed of Charge. 7.4 8.4 The Current Issuer Extraordinary Payment Holiday Start-Up Loan Provider hereby undertakes to be bound by the terms of the Funding 1 Deed of Charge and the Cash Management Agreement and in particular acknowledges that all of Funding 1's right, title, benefit and interest in this Agreement has been assigned by way of security to the Funding 1 Security Trustee under the Funding 1 Deed of Charge and agrees that on enforcement of the security created by the Funding 1 Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in Funding 1 Post-Acceleration Priority of Payments. 8.5 The Extraordinary Payment Holiday Start-Up Loan Provider further covenants that, except as permitted under Clause 9 (Enforcement of Funding 1 Security) of the Funding Post1 Deed of Charge, it will not set off or purport to set off the Extraordinary Payment Holiday Start-Enforcementup Loan or any interest thereon or any part of either thereof against any liability owed by it to Funding 1. 8.6 The Extraordinary Payment Holiday Start-Up Loan Provider undertakes that, other than as provided under Clause 5.3 (No enforcement by Funding 1 Secured Creditors) of the Funding 1 Deed of Charge, it will not, prior to the second anniversary of the date on which all of the Notes are redeemed in full, take any corporate action or other steps (including, without limitation, the filing of documents with the court or the service of a notice of intention to appoint an administrator) or legal proceedings for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Funding 1 or of any or all of the revenues and assets of Funding 1 nor participate in any ex parte proceedings nor seek to enforce any judgment against Funding 1, except as permitted under the provisions of the Funding 1 Deed of Charge.

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance (and any interest capitalised pursuant to Clause 3.4) shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer any previous Intercompany Loan made available by a previous issuing entity or the Master Issuer, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Issue 2022-1 Start-Up up Loan Provider under this Agreement in accordance with the Funding Priority priority of Payments payments or as provided in Clause 8 and Schedule 3 of the Funding Deed of Charge. 7.2 The Current Issuer Issue 2022-1 Start-Up up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) of the Funding Deed of Charge, its rights against Funding under this Agreement are limited to the extent that Funding has sufficient assets to meet the Current Issuer Start-Up Loan Provider's its claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding which pursuant to the Funding Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Issue 2022- 1 Start-Up up Loan Provider under this Agreement and so that Funding shall not be obliged to make any payment to the Current Issuer Issue 2022-1 Start-Up up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986Xxx 0000. However, if there are sufficient Funding Available Revenue Rexxxxxx xvailable Receipts available but Funding does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts)due, such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan AgreementAgreement causing the Advance (and any interest capitalised pursuant to Clause 3.4) and any accrued interest thereon to be accelerated in accordance with Clause 5. 7.3 Funding undertakes that its obligations to the Current Issuer Issue 2022-1 Start-Up up Loan Provider hereunder shall at all times be secured by the Funding Deed of Charge. 7.4 The Current Issuer Issue 2022-1 Start-Up up Loan Provider hereby undertakes to be bound by the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that that, on enforcement of the security created by the Funding Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding Post-EnforcementEnforcement Priority of Payments. 7.5 The Issue 2022-1 Start-up Loan Provider further covenants that, except as permitted under Clause 9 of the Funding Deed of Charge, it will not set off or purport to set off the Advance (and any interest capitalised pursuant to Clause 3.4) or any interest thereon or any part of either thereof against any liability owed by it to Funding. 7.6 The Issue 2022-1 Start-up Loan Provider undertakes that it will not, prior to the second anniversary of the date on which all of the Notes are redeemed in full, take any corporate action or other steps or legal proceedings for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, monitor, liquidator, sequestrator or similar officer of Funding or of any or all of the revenues and assets of Funding nor participate in any proceedings without notice nor seek to enforce any judgment against Funding, except as permitted under the provisions of the Funding Deed of Charge.

SUBORDINATION AND SECURITY. 7.1 8.1 The parties hereby agree that repayments in respect of the Advance Funding 1 Loan (and any interest capitalised pursuant to Clause 5.4) shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer Intercompany Loan and to all other payments or provisions ranking in priority to payments to be made to the Current Issuer Start-Up Funding 1 Loan Provider under this Agreement as provided in accordance with Clause 6 and Schedules 1 to 3 of the Funding Priority of Payments and the Funding 1 Deed of Charge. 7.2 8.2 The Current Issuer Start-Up Funding 1 Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) 6 of the Funding 1 Deed of Charge, its rights against Funding 1 under this Agreement are limited to the extent that Funding 1 has sufficient assets to meet the Current Issuer Start-Up Loan Provider's its claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding 1 which pursuant to the Funding 1 Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Start-Up Funding 1 Loan Provider under this Agreement and so that Funding 1 shall not be obliged to make any payment to the Current Issuer Start-Up Funding 1 Loan Provider hereunder if and to the extent that the making of such payment would cause Funding 1 to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986Xxx 0000. However, if there are sufficient Funding 1 Available Revenue Rexxxxxx xvailable Receipts available but Funding 1 does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon Funding 1 Loan when due (to the extent of such available Funding Available Revenue Receipts)due, such non-repayment will constitute an event of default under this Current Issuer Start-Up Agreement causing the Funding 1 Loan Agreement(and any interest capitalised pursuant to Clause 5.4) and any accrued interest thereon to be accelerated in accordance with Clause 6. 7.3 8.3 Funding 1 undertakes that its obligations to the Current Issuer Start-Up Funding 1 Loan Provider hereunder shall at all times be secured by the Funding 1 Deed of Charge. 7.4 8.4 The Current Issuer Start-Up Funding 1 Loan Provider hereby undertakes to be bound by the terms of the Funding 1 Deed of Charge and the Cash Management Agreement and and, in particular particular, agrees that that, on enforcement of the security created by the Funding 1 Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in the Funding 1 Post-EnforcementEnforcement Priority of Payments. 8.5 The Funding 1 Loan Provider further covenants that, except as permitted under Clause 9 of the Funding 1 Deed of Charge, it will not set off or purport to set off the Funding 1 Loan (and any interest capitalised pursuant to Clause 5.4) or any interest thereon or any part of either thereof against any liability owed by it to Funding 1. 8.6 The Funding 1 Loan Provider undertakes that it will not, prior to the second anniversary of the date on which all of the Notes are redeemed in full, take any corporate action or other steps or legal proceedings for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Funding 1 or of any or all of the revenues and assets of Funding 1 nor participate in any proceedings without notice nor seek to enforce any judgment against Funding 1, except as permitted under the provisions of the Funding 1 Deed of Charge.

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance each Start-Up Loan Tranche made under this Agreement shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer Intercompany Loan Notes and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Start-Up Loan Provider under this Agreement in accordance with the Funding Issuer Priority of Payments and the Funding Issuer Deed of Charge. 7.2 The Current Issuer Start-Up Loan Provider further agrees that, without prejudice to Clause 8 [8] (Upon Enforcement) of the Funding Issuer Deed of ChargeCharge and subject to Clause 4.3 of this Agreement, its rights against Funding the Master Issuer under this Agreement are limited to the extent that Funding the Master Issuer has sufficient assets to meet the Current Issuer Start-Up Loan Provider's claim or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding the Master Issuer which pursuant to the Funding Issuer Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Start-Up Loan Provider under this Agreement and so that Funding the Master Issuer shall not be obliged to make any payment to the Current Issuer Start-Up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding deem the Master Issuer to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986. However, if there are Funding Issuer Available Revenue Rexxxxxx xvailable Rxxxxxxx available but Funding does not the Master Issuer to pay interest or repay the Advance (including principal in respect of any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to the extent of such available Funding Available Revenue Receipts)Start-Up Loan Tranche, such non-repayment will constitute an event of default under this Current Issuer cause each Start-Up Loan AgreementTranche made under this Agreement (including any interest accrued but unpaid) to become immediately due and payable. 7.3 Funding The Master Issuer undertakes that its obligations to the Current Issuer Start-Up Loan Provider hereunder shall at all times be secured by the Funding Issuer Deed of Charge. 7.4 The Current Issuer Start-Up Loan Provider hereby undertakes to be bound by further covenants that, except as permitted under the terms of the Funding Deed of Charge and the Cash Management Agreement and in particular agrees that on enforcement of the security created by the Funding Issuer Deed of Charge, all amounts it will not set off or claim to set off any Start-Up Loan Tranche made under this Agreement (including any interest accrued but unpaid) or any part thereof against any liability owed by it to the Master Issuer under this Agreement. 7.5 The Issuer Start-Up Loan Provider undertakes that it will not institute against the Master Issuer any winding-up, administration, insolvency or similar proceedings for so long as any sum is outstanding under the Issuer Notes or for two years plus one day since the last day on which any such sum was outstanding nor participate in any ex parte proceedings nor seek to enforce any judgment against the Master Issuer, except as permitted under the provisions of principalthe Issuer Deed of Charge. 7.6 The Issuer Start-Up Loan Provider acknowledges hereby that it is not entitled, other than by virtue of Section 208 of the Income and Corporation Taxes Act 1988 ("ICTA"), to any exemption from Tax in respect of any interest payable to it under this Agreement. 7.7 The Issuer Start-Up Loan Provider further represents that, pursuant to Section 212 of ICTA, any interest payable to it under this Agreement is paid to it within the charge to UK corporation tax. 7.8 The Issuer Start-Up Loan Provider further represents that it is an institution which is a bank for the purposes of Section 840A of ICTA. 7.9 Each party to this Agreement other than the Issuer Security Trustee hereby makes the representations and any warranties to each of the other amounts due hereunder shall rank parties to this Agreement that are specified in the order of priority set out in the Funding Post-EnforcementSchedule 1 hereto.

SUBORDINATION AND SECURITY. 7.1 The parties hereby agree that repayments in respect of the Advance shall be subordinated to, inter alia, payments of principal and interest on the Current Issuer any Intercompany Loan Loan, and all other payments or provisions ranking in priority to payments to be made to the Current Issuer Funding 1 Start-Up Loan Provider under this Agreement Agreement, in each case in accordance with the Funding Priority priority of Payments payments or as provided in clause 6 or, as applicable, clause 7 and Schedule 4 of the Funding 1 Deed of Charge. 7.2 . The Current Issuer Funding 1 Start-Up Loan Provider further agrees that, without prejudice to Clause 8 (Upon Enforcement) clause 6 or, as applicable, clause 7 of the Funding 1 Deed of Charge, its rights against Funding 1 under this Agreement are limited to the extent that Funding 1 has sufficient assets to meet the Current Issuer Start-Up Loan Provider's claim its claims or any part thereof having taken into account all other liabilities, both actual and contingent, of Funding 1 which pursuant to the Funding 1 Deed of Charge rank pari passu with or in priority to its liabilities to the Current Issuer Funding 1 Start-Up Loan Provider under this Agreement and so that Funding 1 shall not be obliged to make any payment to the Current Issuer Funding 1 Start-Up Loan Provider hereunder if and to the extent that the making of such payment would cause Funding 1 to be or become unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986. However, if there are sufficient Funding 1 Available Revenue Rexxxxxx xvailable but Receipts available and Funding 1 does not repay the Advance (including any interest capitalised pursuant to Clause 3.4) and/or interest thereon when due (to in accordance with the extent of such available Funding Available Revenue Receipts)terms hereof, such non-repayment will constitute an event of default under this Current Issuer Start-Up Loan Agreement. 7.3 Agreement causing the Advance and any accrued interest to be accelerated in accordance with clause 5.2. Funding 1 undertakes that its obligations to the Current Issuer Funding 1 Start-Up Loan Provider hereunder shall at all times be secured by the Funding 1 Deed of Charge. 7.4 . The Current Issuer Funding 1 Start-Up Loan Provider hereby undertakes to be bound by the terms of the Funding 1 Deed of Charge and the Cash Management Agreement and in particular acknowledges that all of Funding 1's right, title, benefit and interest in this Agreement has been assigned by way of security to the Funding 1 Security Trustee under the Funding 1 Deed of Charge and agrees that on enforcement of the security created by the Funding 1 Deed of Charge, all amounts of principal, interest and any other amounts due hereunder shall rank in the order of priority set out in Funding 1 Post-Enforcement Priority of Payments. The Funding 1 Start-Up Loan Provider further covenants that, except as permitted under clause 8 of the Funding Post1 Deed of Charge, it will not set off or claim to set off the Advance or any interest thereon or any part of either thereof against any liability owed by it to Funding 1. The Funding 1 Start-EnforcementUp Loan Provider undertakes that, other than as provided under clause 5.3 of the Funding 1 Deed of Charge, it will not, prior to the second anniversary of the date on which any Notes are redeemed in full, take any corporate action or other steps (including, without limitation, the filing of documents with the court or the service of a notice of intention to appoint an administrator) or legal proceedings for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Funding 1 or of any or all of the revenues and assets of Funding 1 nor participate in any ex parte proceedings nor seek to enforce any judgment against Funding 1, except as permitted under the provisions of the Funding 1 Deed of Charge.