DRIVER UK Multi-Compartment S.A.

acting for and on behalf of its Compartment Driver UK six

(incorporated with limited liability in Luxembourg with registered number B 189.629)

GBP 340,200,000 Class A Floating Rate Asset Backed Registered Notes due February 2026, issueprice: 100 per cent.

GBP 29,200,000 Class B Floating Rate Asset Backed Registered Notes due February 2026, issueprice: 100 per cent.

The GBP Class A Floating Rate Asset Backed Registered Notes (the "Class A Notes"), the GBP Class BFloating Rate Asset Backed Registered Notes (the "Class B Notes" and together with the Class A Notes the"Notes") entitle each Noteholder to payment of a particular amount of interest and/or principal only, if andto the extent sufficient amounts have been received by Driver UK Multi-Compartment S.A., acting for andon behalf of its Compartment Driver UK six (the "Issuer"), from Collections in particular in respect ofPrincipal and Interest under the Purchased Receivables, from the enforcement of the Security, from theSwap Counterparty under the Swap Agreements or from amounts which have been deposited into the CashCollateral Account. The aggregate nominal amount of the Notes plus GBP 72,501,234.61 received underthe Subordinated Loan plus an amount of GBP 8,100,000 for overcollateralisation purposes equals thepresent value of the Initial Receivables discounted at the date of issue of the Notes at the Discount Rate of4.2390 per cent. per annum. Subject to the Order of Priority, each Class A and Class B Noteholder isentitled to the payment of GBP 100,000 of principal per Note plus applicable interest. Payments of interestand (following the end of the Revolving Period) principal on each Class of Notes will be made monthly inarrears on the 25th day of each month in each year, subject to adjustment for non-Business Days,commencing on the Payment Date falling on 25 October 2017. The Class A and B Notes will bear interestequal to, in respect of the Class A Notes, the sum (subject to a floor of zero) of LIBOR plus 0.48 per cent.per annum and in respect of the Class B Notes the sum (subject to a floor of zero) of LIBOR plus 0.90 percent. per annum calculated in each case with reference to the principal amount of each Note remainingoutstanding immediately prior to the time of each payment and published pursuant to Condition 11 of theterms and conditions of the Notes (the "Conditions"). This Offering Circular constitutes a prospectus underarticle 8 subparagraph 3 of the Luxembourg law on Prospectuses for Securities of 10 July 2005 as amendedimplementing the Prospectus Directive in Luxembourg (the "Luxembourg Prospectus Law").

Application has been made to the Luxembourg financial regulator (Commission de Surveillance du SecteurFinancier (the "CSSF")) in its capacity as competent authority (the "Competent Authority") for theapproval of the Offering Circular under the Luxembourg Prospectus Law. In the context of such approval,the CSSF neither assumes any responsibility nor gives any undertaking as to the economic and financialsoundness of the transaction and the quality or solvency of the Issuer in line with the provisions of article 7(7) of the Luxembourg Prospectus Law. Application has been made to the Luxembourg Stock Exchange forthe Notes to be listed on the official list and be admitted to trading on the regulated market of theLuxembourg Stock Exchange on the Issue Date. The Luxembourg Stock Exchange’s regulated market is aregulated market for the purpose of Directive 2004/39/EC of the European Parliament and of the Council of21 April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EECand Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive93/22/EEC. This Offering Circular will be published in electronic form on the website of the LuxembourgStock Exchange (www.bourse.lu). This document constitutes a prospectus for the purposes of Article 5.3 ofthe Prospectus Directive and the Luxembourg Prospectus Law.

Each of the Notes will be in the denomination of GBP 100,000 and will be governed by the laws ofGermany (where the governing law clause specifies that the provisions of Articles 84 to 94-8 of theLuxembourg Companies Law are excluded) and will be represented by a global registered note (the"Global Note"), without interest coupons, issued in respect of the Class A Notes and the Class B Notes.The Global Note representing the Class A Notes, will be deposited with a Common Safekeeper forClearstream Luxembourg and Euroclear under the new safekeeping structure ("NSS") whereas the Global

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Note representing the Class B Notes will be deposited with a Common Depositary for ClearstreamLuxembourg and Euroclear in the form of a classical global note ("CGN"). The Notes represented by theGlobal Notes will not be exchangeable for definitive Notes. The Class A Notes are intended to be held in amanner which will allow Eurosystem eligibility. This does not mean that the Class A Notes will berecognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations and theClass A Notes will not satisfy all of the applicable criteria that are currently in force to be recognised asEurosystem eligible collateral on issue. Such recognition will depend upon, inter alia, satisfaction of theEurosystem eligibility criteria. See "ABSTRACT OF THE CONDITIONS OF THE NOTES – Global Notes"and see "RISK FACTORS – Eurosystem Eligibility".

Ratings will be assigned to the Notes by Moody's Investors Service Limited ("Moody's") and Standard &Poor's Credit Market Services Europe Limited ("S&P"). In general, European regulated investors arerestricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agencyestablished in the European Union "EU" and registered under Regulation (EC) No 1060/2009 of theEuropean Parliament (the "CRA Regulation"), as amended by Regulation (EU) No 513/2011 and byRegulation (EU) No 462/2013 ("CRA3"). Each of Moody's and S&P is established in the EuropeanCommunity and according to the press release from European Securities Markets Authority ("ESMA")dated 31 October 2011, each of Moody's and S&P is registered under the CRA Regulation. Reference ismade to the list of registered or certified credit rating agencies published by ESMA on the webpagehttp://www.esma.europa.eu/page/List-registered-and-certified-CRAs as last updated on 29 March 2017.The assignment of ratings to the Notes or an outlook on these ratings is not a recommendation to invest inthe Notes and may be revised, suspended or withdrawn at any time.

VWFS considered the appointment of a small CRA when appointing the rating agencies for thisTransaction along with Moody's and S&P.

CRR, AIFM Regulation, Solvency II Regulation and U.S. Risk Retention Rules

The Seller will retain for the life of the Transaction a material net economic interest of not less than 5 percent. in the Transaction in accordance with Article 405 of Regulation (EU) No 575/2013 of the EuropeanParliament and of the Council of 26 June 2013 on prudential requirements for credit institutions andinvestment firms and amending Regulation (EU) No 648/2012 (the "CRR"), Article 51 of Regulation (EU)No 231/2013 of 19 December 2012 (the "AIFM Regulation") and Article 254 of Regulation (EU) 2015/35of 10 October 2014 on the taking up and pursuit of the business of insurance and reinsurance which tookeffect on 1 January 2016 (the "Solvency II Regulation"), each as interpreted and applied on the datehereof. As at the Issue Date, such interest will in accordance with Article 405 paragraph 1, subparagraph(c) of the CRR and Article 51 paragraph 1, subparagraph (c) of the AIFM Regulation and Article 254(2) ofthe Solvency II Regulation, be comprised of an interest in randomly selected exposures, equivalent to noless than 5 per cent. of the nominal amount of the securitised exposures.

After the Issue Date, the Servicer will prepare Servicer Reports wherein relevant information with regard tothe Purchased Receivables will be disclosed publicly together with an overview of the retention of thematerial net economic interest by the Seller for the purposes of which the Seller will provide the Servicerwith all information reasonably required with a view to compliance with Article 409 of the CRR.

Each prospective investor is required to independently assess and determine the sufficiency of theinformation described in the preceding two paragraphs and in this Offering Circular generally for thepurposes of complying with Articles 405 – 409 of the CRR and Section 5 of Chapter III of the AIFMRegulation (including Article 51) and chapter VIII of title I of the Solvency II Regulation (including Article254) and any corresponding national measures which may be relevant and none of the Issuer, the Seller (inits capacity as the Seller and the Servicer), the Joint Lead Managers, the Arranger nor the Managers makesany representation that the information described above or in this Offering Circular generally is sufficientin all circumstances for such purposes. In addition, each prospective investor should ensure that it complieswith the implementing provisions in respect of Article 405 to 409 of the CRR, section 5 of chapter III of theAIFM Regulation (including Article 51) and chapter VIII of Title I of the Solvency II Regulation(including Article 254) as applicable in its relevant jurisdiction. Prospective Investors who are uncertain asto the requirements which apply to them in respect of their relevant jurisdiction should seek guidance fromtheir regulator and/or independent legal advice on the issue.

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The Seller has internal policies and procedures in relation to the granting of credit, administration of credit-risk bearing portfolios and risk mitigation. The policies and procedures of the Seller in this regard broadlyinclude the following:

(a) criteria for the granting of credit and the process for approving, amending, renewing and re-financingcredits, as to which please see further the section of the Offering Circular headed "BUSINESSPROCEDURES OF VOLKSWAGEN FINANCIAL SERVICES (UK) LIMITED" and"ADMINISTRATION OF THE PURCHASED RECEIVABLES UNDER THE SERVICINGAGREEMENT";

(b) systems in place to administer and monitor the various credit-risk bearing portfolios and exposures, asto which we note that the Portfolio will be serviced in line with the usual servicing procedures of the Seller– please see further the section of the Offering Circular headed "ADMINISTRATION OF THEPURCHASED RECEIVABLES UNDER THE SERVICING AGREEMENT";

(c) diversification of credit portfolios given the Seller's target market and overall credit strategy, as towhich, in relation to the Portfolio, please see the section of the Offering Circular headed "THEPURCHASED RECEIVABLES POOL"; and

(d) policies and procedures in relation to risk mitigation techniques, as to which please see further thesections of the Offering Circular headed "BUSINESS PROCEDURES OF VOLKSWAGEN FINANCIALSERVICES (UK) LIMITED" and " ADMINISTRATION OF THE PURCHASED RECEIVABLESUNDER THE SERVICING AGREEMENT".

The issuance of the Notes was not designed to comply with the U.S. Risk Retention Rules other than theexemption under Section _.20 of the U.S. Risk Retention Rules, and no other steps have been taken by theIssuer, the Seller, Arranger, the Joint Lead Managers or the Managers or any of their affiliates or any otherparty to accomplish such compliance.

The Seller accepts responsibility for the information set out in this section "CRR, AIFM, Solvency IIRegulation and U.S. Risk Retention Rules".

For a discussion of certain significant factors affecting investments in the Notes, see "RISKFACTORS".

For reference to the definitions of capitalised terms appearing in this Offering Circular, see "THEMASTER DEFINITIONS SCHEDULE".

Arranger

Bank of America Merrill Lynch

Joint Lead Managers

Bank of America Merrill Lynch Skandinaviska Enskilda BankenAB (publ)

Managers

Crédit Agricole CIB DZ BANK AG Wells Fargo Securities

Offering Circular dated 20 September 2017.

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The Issuer accepts responsibility for the information contained in this Offering Circular, notwithstandingthat the Seller and Servicer, the Security Trustee, the Swap Counterparty, the Account Bank or any otherparty expressly accepts responsibility for its own description or information which it provides in thisOffering Circular, provided that, with respect to any information included herein and specified to besourced from a third party (i) the Issuer confirms that any such information has been accurately reproducedand as far as the Issuer is aware and is able to ascertain from the information available to it from such thirdparty, no facts have been omitted, the omission of which would render the reproduced informationinaccurate or misleading and (ii) the Issuer has not independently verified any such information andaccepts no responsibility for the accuracy thereof. The Issuer has taken all reasonable care to ensure thatthe information given in this Offering Circular is to the best of its knowledge in accordance with the factsand does not omit anything likely to affect its import. The Issuer has taken all reasonable care to ensurethat the information stated herein is true and accurate in all material respects and that there are no othermaterial facts the omission of which would make misleading any statement herein, whether of fact oropinion. VWFS as the Seller and Servicer accepts responsibility for any information in this OfferingCircular relating to the Purchased Receivables, the Security, the disclosure of servicing related risk factors,risk factors relating to the Purchased Receivables, the information contained in "DESCRIPTION OF THEPORTFOLIO", "THE PURCHASED RECEIVABLES POOL", "THE SELLER AND THE SERVICER","BUSINESS PROCEDURES OF VOLKSWAGEN FINANCIAL SERVICES (UK) LIMITED","ADMINISTRATION OF THE PURCHASED RECEIVABLES UNDER THE SERVICINGAGREEMENT" and the paragraphs on pages ii and iii headed "CRR, AIFM, Solvency II Regulation andU.S. Risk Retention Rules".

No person has been authorised to give any information or to make any representations, other than thosecontained in this Offering Circular, in connection with the issue and sale of the Notes and, if given ormade, such information or representations must not be relied upon as having been authorised by the Issuer,VWFS, the Security Trustee, the Servicer, the Swap Counterparty, the Arranger, the Joint Lead Managersor the Managers shown on the cover page or any other parties described in this Offering Circular.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended fromtime to time (the "Securities Act"). Subject to certain exceptions, the Notes may not be offered, sold ordelivered within the United States or to U.S. persons (within the meaning of Regulation S under theSecurities Act).

The Notes sold on the Closing Date may not be purchased by any person except for persons that are not“U.S. persons” as defined in the U.S. Risk Retention Rules (“Risk Retention U.S. Persons”). "U.S. RiskRetention Rules" means Regulation RR (17 C.F.R Part 246) implementing the risk retention requirementsof Section 15G of the U.S. Securities Exchange Act of 1934, as amended. Prospective investors should notethat whilst the definition of “U.S. person” in the U.S. Risk Retention Rules is substantially similar to thedefinition of “U.S. person” in Regulation S, the definitions are not identical and persons who are not “U.S.persons” under Regulation S may be “U.S. persons” under the U.S. Risk Retention Rules. Each Purchaserof Notes, including beneficial interests therein will be deemed, and in certain circumstances will berequired, to represent and agree that it (1) is not a Risk Retention U.S. Person (2) is acquiring such Note ora beneficial interest therein for its own account and not with a view to distribute such Note; and (3) is notacquiring such Note or a beneficial interest therein as part of a scheme to evade the requirements of theU.S. Risk Retention Rules. Each prospective investor will be required to make these representations (a) onor about the time of the announcement of the securitisation transaction involving the issuance of the Notesand (b) if such representations have not been previously made, as a condition to placing any offer topurchase the Notes. The Issuer, VWFS and the Banks will rely on these representations, without furtherinvestigation.

The Notes may not be offered, or sold within the United States or to, or for the account or benefit of, U.S.Persons except (i) pursuant to an exemption from, or in a transaction not subject to the registrationrequirements of, the Securities Act or (ii) in accordance with an exemption from the U.S. Risk RetentionRules.

The issuance of the Notes was not designed to comply with the U.S. Risk Retention Rules other than theexemption under Section _.20 of the U.S. Risk Retention Rules, and no other steps have been taken by theIssuer, the Seller, Arranger, the Joint Lead Managers or the Managers or any of their affiliates or any otherparty to accomplish such compliance.

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Neither the delivery of this Offering Circular nor any offering, sale or delivery of any Notes shall, underany circumstances, create any implication (i) that the information in this Offering Circular is correct as ofany time subsequent to the date hereof, or (ii) that there has been no adverse change in the financialsituation of the Issuer or with respect to VWFS since the date of this Offering Circular or the balance sheetdate of the most recent financial statements or (iii) that any other information supplied in connection withthe issue of the Notes is correct at any time subsequent to the date on which it is supplied or, if different,the date indicated in the document containing the same. This does not affect the obligation of the Issuer tofile a supplement in accordance with the Luxembourg law relating to prospectuses for securities dated10 July 2005 (loi relative aux Prospectus pour valeurs mobilieres) as amended on 3 July 2012implementing the Prospectus Directive in Luxembourg.

No action has been taken by the Issuer the Joint Lead Managers, the Managers or the Arranger other thanas set out in this Offering Circular that would permit a public offering of the Notes, or possession ordistribution of this Offering Circular or any other offering material in any country or jurisdiction whereaction for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, andneither this Offering Circular (nor any part hereof) nor any information memorandum, prospectus, form ofapplication, advertisement or other offering materials may be issued, distributed or published in anycountry or jurisdiction except in compliance with applicable laws, orders, rules and regulations, and theIssuer, the Joint Lead Managers and the Managers have represented that all offers and sales by them havebeen made on such terms. The Notes are not intended for investment by retail investors and this OfferingCircular has not been prepared for distribution to retail investors.

This Offering Circular may only be used for the purposes for which it has been published. This OfferingCircular does not constitute an offer to sell or the solicitation of an offer to buy any securities other than thesecurities to which it relates or an offer to sell or the solicitation of any offer to buy any of the securitiesoffered hereby in any circumstances in which such offer or solicitation is unlawful. The distribution of thisOffering Circular (or of any part thereof) and the offering and sale of the Notes in certain jurisdictions maybe restricted by law. Persons into whose possession this Offering Circular (or any part thereof) comes arerequired by the Issuer, the Joint Lead Managers and the Managers to inform themselves about and toobserve any such restrictions. This Offering Circular does not constitute, and may not be used for, or inconnection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation isnot authorised or to any person to whom it is unlawful to make such offer or solicitation. For a furtherdescription of certain restrictions on offerings and sales of the Notes and distribution of this OfferingCircular (or of any part thereof) see "SUBSCRIPTION AND SALE".

THE NOTES REPRESENT OBLIGATIONS OF THE ISSUER ONLY AND DO NOTREPRESENT AN INTEREST IN OR OBLIGATION OF ANY OF THE ARRANGER, THE JOINTLEAD MANAGERS THE MANAGERS, THE SELLER, THE SERVICER (IF DIFFERENT), THESWAP COUNTERPARTY, THE SECURITY TRUSTEE, THE ACCOUNT BANK, THE CASHADMINISTRATOR, THE REGISTRAR, THE PAYING AGENT, THE INTERESTDETERMINATION AGENT, THE CORPORATE SERVICES PROVIDER, THE DATAPROTECTION TRUSTEE, OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHERPARTY (OTHER THAN THE ISSUER) TO THE TRANSACTION DOCUMENTS. IT SHOULDBE NOTED FURTHER THAT THE NOTES WILL ONLY BE CAPABLE OF BEING SATISFIEDAND DISCHARGED FROM THE ASSETS OF THE ISSUER. NEITHER THE NOTES NOR THEUNDERLYING PURCHASED RECEIVABLES WILL BE INSURED OR GUARANTEED BYANY GOVERNMENTAL AUTHORITY OR BY ANY OF THE ARRANGER THE JOINT LEADMANAGERS, THE MANAGERS, THE SELLER, THE SERVICER (IF DIFFERENT), THE SWAPCOUNTERPARTY, THE SECURITY TRUSTEE, THE ACCOUNT BANK, THE CASHADMINISTRATOR, THE REGISTRAR, THE PAYING AGENT, THE INTERESTDETERMINATION AGENT, THE CORPORATE SERVICES PROVIDER, THE DATAPROTECTION TRUSTEE, OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHERPARTY (OTHER THAN THE ISSUER) TO THE TRANSACTION DOCUMENTS OR BY ANYOTHER PERSON OR ENTITY EXCEPT AS DESCRIBED HEREIN.

THE NOTES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTEREDUNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, NOR HAS THE ISSUER BEENREGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940 (THE"INVESTMENT COMPANY ACT"). THE ISSUER WILL BE RELYING ON AN EXCLUSIONOR EXEMPTION FROM THE DEFINITION OF "INVESTMENT COMPANY" UNDER THE

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INVESTMENT COMPANY ACT CONTAINED IN SECTION 3(C)(1) OF THE INVESTMENTCOMPANY ACT, ALTHOUGH THERE MAY BE ADDITIONAL STATUTORY ORREGULATORY EXCLUSIONS OR EXEMPTIONS AVAILABLE TO THE ISSUER. THEISSUER IS BEING STRUCTURED SO AS NOT TO CONSTITUTE A "COVERED FUND" FORPURPOSES OF REGULATIONS ADOPTED UNDER SECTION 13 OF THE BANK HOLDINGCOMPANY ACT OF 1956, AS AMENDED, COMMONLY KNOWN AS THE "VOLCKERRULE."

If you are in any doubt about the contents of this document you should consult your stockbroker,bank manager, solicitor, accountant or other financial adviser.

An investment in these Notes is only suitable for financially sophisticated investors who are capableof evaluating the merits and risks of such investment and who have sufficient resources to be able tobear any losses which may result from such investment.

It should be remembered that the price of securities and the expected income from them maydecrease.

Neither the Arranger nor the Joint Lead Managers nor the Managers have verified the informationcontained herein. Accordingly, no representation, warranty or undertaking, express or implied, ismade and no responsibility or liability is accepted by any of the Arranger or the Joint LeadManagers or the Managers as to the accuracy or completeness of the information contained in thisOffering Circular. In making an investment decision, investors must rely on their own examinationof the terms of this offering, including the merits and risks involved.

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OVERVIEW OF THE NOTES

Class A Notes Class B Notes

Nominal Amount GBP 340,200,000 GBP 29,200,000

Interest Rate The sum (subject to a floor of zero) ofLIBOR + 0.48 per cent. per annum.

The sum (subject to a floor of zero) ofLIBOR + 0.90 per cent. per annum.

Issue Price 100 per cent. 100 per cent.

ScheduledRepayment Date

26 February 2024 26 February 2024

Final MaturityDate

25 February 2026 25 February 2026

Expected Ratingson Issue

AAA(sf) from S&P AA(-)(sf) from S&P

Aaa (sf) from Moody's Aa3(sf) from Moody's

Form Global registered notes held under theNSS

Global registered notes held by a commondepositary for Euroclear and ClearstreamLuxembourg

Listing andAdmission toTrading

Application for listing on the official listof the Luxembourg Stock Exchange andfor admission to trading of the Class ANotes on the regulated market of theLuxembourg Stock Exchange

Application for listing on the official listof the Luxembourg Stock Exchange andfor admission to trading of the Class BNotes on the regulated market of theLuxembourg Stock Exchange

Clearing Clearstream Luxembourg and Euroclear Clearstream Luxembourg and Euroclear

ISIN XS1662097655 XS1662098117

Common Code 166209765 166209811

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TABLE OF CONTENTS

Page

OVERVIEW OF THE NOTES VII

RISK FACTORS 1

I RISKS RELATING TO THE ASSETS, THE ISSUER AND THE TRANSACTION DOCUMENTS 1

II. RISKS RELATING TO THE NOTES 19

STRUCTURE DIAGRAM 36

KEY MINIMUM REQUIRED RATING DURING THE TERM OF THE TRANSACTION 37

TRANSACTION OVERVIEW 39

THE PARTIES (INCLUDING DIRECT OR INDIRECT OWNERSHIP) 39

THE NOTES 41

PURCHASED RECEIVABLES 44

IMPORTANT TRANSACTION DOCUMENTS AND TRANSACTION FEATURES 52

USE OF PROCEEDS 59

DOCUMENTS INCORPORATED BY REFERENCE 60

ABSTRACT OF THE CONDITIONS OF THE NOTES 61

ABSTRACT OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS 70

TAXATION 75

CERTIFICATION BY TSI 79

DESCRIPTION OF THE PORTFOLIO 80

THE PURCHASED RECEIVABLES POOL 86

DELINQUENCIES 110

HISTORICAL PERFORMANCE DATA 113

SCHEDULED AMORTISATION OF THE PURCHASED RECEIVABLES 125

THE SELLER AND SERVICER 129

BUSINESS PROCEDURES OF VOLKSWAGEN FINANCIAL SERVICES (UK) LIMITED 131

ADMINISTRATION OF THE PURCHASED RECEIVABLES UNDER THE SERVICINGAGREEMENT 135

RATINGS 141

THE ISSUER 142

REGISTRAR 147

SWAP COUNTERPARTY 148

SECURITY TRUSTEE 150

ACCOUNT BANK, CASH ADMINISTRATOR, PAYING AGENT AND INTERESTDETERMINATION AGENT 151

CORPORATE ADMINISTRATION 152

CONDITIONS OF THE NOTES 153

Conditions of the Class A Notes 153

Conditions of the Class B Notes 159

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TRUST AGREEMENT 165

SUBSCRIPTION AND SALE 186

GENERAL INFORMATION 190

MASTER DEFINITIONS SCHEDULE 192

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RISK FACTORS

THE PURCHASE OF THE NOTES MAY INVOLVE SUBSTANTIAL RISKS AND BE SUITABLEONLY FOR INVESTORS WHO HAVE THE KNOWLEDGE AND EXPERIENCE IN FINANCIALAND BUSINESS MATTERS NECESSARY TO ENABLE THEM TO EVALUATE THE RISKS ANDTHE MERITS OF AN INVESTMENT IN THE NOTES. PRIOR TO MAKING AN INVESTMENTDECISION, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER IN LIGHT OF THEIROWN FINANCIAL CIRCUMSTANCES AND INVESTMENT OBJECTIVES ALL THEINFORMATION SET FORTH IN THIS OFFERING CIRCULAR AND, IN PARTICULAR, THECONSIDERATIONS SET FORTH BELOW. PROSPECTIVE INVESTORS SHOULD MAKE SUCHINQUIRIES AS THEY DEEM NECESSARY WITHOUT RELYING ON THE ISSUER THE JOINTLEAD MANAGERS, THE MANAGERS, OR THE ARRANGER.

The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes.These factors are contingencies which may or may not occur and the Issuer is not in a position to express aview on the likelihood of any such contingency occurring.

The Issuer believes that the risks described herein are the material risks inherent in the transaction forNoteholders, but the inability of the Issuer to pay interest, principal or other amounts on or in connectionwith the Notes may occur for other unknown reasons and the Issuer does not represent that the belowstatements regarding the risks of holding the Notes are exhaustive. Although the Issuer believes that thevarious structural elements described in this document mitigate some of these risks for Noteholders, therecan be no assurance that these measures will be sufficient to ensure payment to Noteholders of interest,principal or any other amounts on or in connection with the Notes on a timely basis or at all. Additionalrisks and uncertainties not presently known to the Issuer or that the Issuer currently believes to beimmaterial could also have a material impact on the Issuer's financial strength.

I RISKS RELATING TO THE ASSETS, THE ISSUER AND THE TRANSACTION DOCUMENTS

Historical and Other Information

The historical information set out in particular in "DESCRIPTION OF THE PORTFOLIO" is based on thehistorical experience and present procedures of the Seller. None of the Issuer, the Swap Counterparty, theArranger the Joint Lead Managers, the Managers, the Security Trustee, the Account Bank, the CashAdministrator, the Paying Agent, or the Corporate Services Provider has undertaken or will undertake anyinvestigation or review of, or search to verify the historical information. There can be no assurances as tothe future performance of the Purchased Receivables.

Risks relating to the Issuer

Driver UK Multi-Compartment S.A. is a public limited liability company (société anonyme) incorporatedunder the laws of Luxembourg, has its registered office in Luxembourg and is managed by its directorsprofessionally residing in Luxembourg. Accordingly, insolvency proceedings with respect to the Issuerwould likely proceed under, and be governed by, the insolvency laws of Luxembourg.

Under Luxembourg law, a company is bankrupt ("en faillite") when it is unable to meet its currentliabilities and when its creditworthiness is impaired.

In particular, under Luxembourg bankruptcy law, certain acts deemed to be abnormal and carried out bythe bankrupt party during the so-called "suspect period" may be unenforceable against the bankruptcyestate of such party. Whilst the unenforceability is compulsory in certain cases, it is optional in other cases.The "suspect period" is the shorter of: (i) the period between the date of cessation of payments (cessationde paiements), as determined by the bankruptcy court, and the date of the court order declaring thebankruptcy and (ii) the six months period prior to the date of the court order declaring the bankruptcy.

Under Article 445 of the Luxembourg Code of Commerce: (a) a contract for the transfer of movable orimmovable property entered into or carried out without consideration, or a contract or transaction enteredinto or carried out with considerably insufficient consideration for the insolvent party; (b) a payment,whether in cash or by transfer, assignment, sale, set-off or otherwise for debts not yet due, or a payment

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other than in cash or bills of exchange for debts due, or (c) a contractual or judiciary mortgage, pledge, orcharge on the debtor's assets for previously contracted debts, would each be unenforceable against thebankruptcy estate if carried out during the suspect period or ten days preceding the suspect period.

According to Article 61(4) second paragraph of the Luxembourg Securitisation Law and without prejudiceto the provisions of the law of 5 August 2005 on financial collateral arrangements, the validity andperfection of each of the security interests mentioned under item (c) in the above paragraph cannot bechallenged by a bankruptcy receiver with respect to Article 445 of the Luxembourg Code of Commerceand such security interests are hence enforceable even if they were granted by the company during thesuspect period. However, Article 61(4) second paragraph of the Luxembourg Securitisation Law is onlyapplicable if (i) the articles of incorporation of the company granting the security interests are governed bythe Luxembourg Securitisation Law and (ii) the company granted the respective security interest no laterthan the issue date of the securities or at the conclusion of the agreements secured by such security interest.

Under Article 446 of the Luxembourg Code of Commerce, any payments made by the bankrupt debtor inthe suspect period may be rescinded if the creditor was aware of the cessation of payment of the debtor.

Under Article 448 of the Luxembourg Code of Commerce, transactions entered into by the bankrupt debtorwith the intent to deprive its creditors are null and void (Article 448 of the Code of Commerce), regardlessof the date on which they were made.

Driver UK Multi-Compartment S.A. can be declared bankrupt upon petition by a creditor of Driver UKMulti-Compartment S.A. or at the initiative of the court or at the request of Driver UK Multi-CompartmentS.A. in accordance with the relevant provisions of Luxembourg insolvency law. The conditions for openingbankruptcy proceedings are the stoppage of payments (cessation des paiements) and the loss of commercialcreditworthiness (ebranlement du credit commercial). The failure of controlled management proceedingsmay also constitute grounds for opening bankruptcy proceedings. If the above mentioned conditions aresatisfied, the Luxembourg court will appoint a bankruptcy trustee ("curateur") who shall be the sole legalrepresentative of Driver UK Multi-Compartment S.A. and obliged to take such action as he deems to be inthe best interests of Driver UK Multi-Compartment S.A. and of all creditors of Driver UK Multi-Compartment S.A.. Certain preferred creditors of Driver UK Multi-Compartment S.A. (including theLuxembourg tax authorities) may have a privilege that ranks senior to the rights of the Noteholders in suchcircumstances. Other insolvency proceedings under Luxembourg law include controlled management andmoratorium of payments ("gestion contrôlée et sursis de paiement") of the Issuer, composition proceedings("concordat") and judicial liquidation proceedings ("liquidation judicaire").

Compartments

The Notes will be contractual obligations of the Issuer solely in respect of its Compartment Driver UK six.No third party guarantees the fulfilment of the obligations of the Issuer acting for and on behalf of itsCompartment Driver UK six under the Notes. Consequently, the Noteholders have no rights of recourseagainst such third parties. In connection with the above it has also to be noted that, pursuant to Article 62of the Luxembourg Securitisation Law, where individual compartment assets are insufficient for thepurpose of meeting the Issuer's obligations under a respective issuance, it is not possible for theNoteholders in that Compartment's issuance to obtain the satisfaction of the debt owed to them by theIssuer from assets belonging to another compartment. Consequently, the Noteholders may have the risk ofnot being able to receive any income in respect of their investment or, at worst, of being unable to recovertheir initial investment.

Termination for Good Cause (Kündigung aus wichtigem Grund)

As a general principle of German law, a contract may always be terminated for good cause (Kündigung auswichtigem Grund) and such right may not be totally excluded nor may it be subject to unreasonablerestrictions or consent from a third party. This may also have an impact on several limitations on the rightof the parties to terminate any of the German Transaction Documents for good cause.

Risk of Late Payment of Monthly Instalments

In the event of late payment made in relation to Purchased Receivables becoming due in the respectiveMonthly Period, the risk of late payment is in part mitigated for the Noteholders by payments from theGeneral Cash Collateral Amount to the extent that funds are available therein.

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Right to Vehicles and reliance on residual value

Under Financing Contracts which are PCP Agreements, at the end of the term of the PCP Agreement, anObligor may either settle the contract by paying the balloon payment (and thereby purchase the Vehicle)or, subject to the Vehicle being in a condition acceptable to VWFS and within the agreed mileage, returnthe Vehicle to VWFS in full and final settlement of the PCP Agreement. Where the Obligor chooses toreturn the Vehicle, title in the Vehicle passes to the Obligor when the Obligor pays the additional "optionto purchase" fee to VWFS (which does not form part of the Receivables). VWFS then acts as the Obligor'sagent in selling the Vehicle and the sale proceeds of the Vehicle are applied to settle the Final RentalAmount. The Issuer will be exposed to the risk that the residual value of the Vehicle may be less thananticipated at the outset of the Financing Contract and thus less than the Final Rental Amount.

Weighted average life of Class A Notes and Class B Notes

The weighted average life of the Class A Notes and the Class B Notes is volatile. In the event that thePurchased Receivables are prematurely terminated or otherwise settled early, the principal repayment ofthe Class A Notes and the Class B Notes may be earlier than expected and, therefore, the yield on theNotes may be adversely affected by a higher or lower than anticipated rate of prepayment of the PurchasedReceivables. The rate of prepayment of the Purchased Receivables cannot be predicted and is influencedby a wide variety of economic and other factors, including prevailing interest rates, the buoyancy of theauto finance market, the availability of alternative financing and local and regional economic conditions.Therefore, no assurance can be given as to the level of prepayment that the Purchased Receivables willexperience. Based on assumed rates of prepayment the approximate average lives and principal paymentwindows of each Class of Notes are set out in the section entitled "SCHEDULED AMORTISATION OFTHE PURCHASED RECEIVABLES".

However, the actual characteristics and performance of the Purchased Receivables will differ from suchassumptions and any difference will affect the percentages of the initial amount outstanding of the Noteswhich are outstanding over time and the weighted average lives of the Notes. See "SCHEDULEDAMORTISATION OF THE PURCHASED RECEIVABLES".

Market Value of Purchased Receivables

There is no assurance that the market value of the Purchased Receivables will at any time be equal orgreater than the principal amount of the then outstanding Notes.

Credit Risk of the Parties

The ability of the Issuer to make any principal and interest payments in respect of the Notes depends to alarge extent upon the ability of the parties to the Transaction Documents to perform their contractualobligations. In particular, and without limiting the generality of the foregoing, the timely payment ofamounts due in respect of the Notes depends on the ability of the Servicer to service the PurchasedReceivables and on the maintenance of the level of interest rate protection offered by the SwapAgreements. No assurance can be given as to the credit worthiness of these parties or that the creditworthiness will not decline in the future.

Risk of Non-Existence of Receivables

If any of the Receivables have not come into existence at the time of their transfer to the Issuer under theReceivables Purchase Agreement or belong to another Person other than the Seller, such transfer would notresult in the Issuer acquiring title to such Receivable. The Issuer would not receive adequate value in returnfor its purchase price payment. This risk, however, will be mitigated by contractual representations andwarranties and the contractual obligation that: (i) if such Receivable had not come into existence, VWFSshall pay to the Issuer an amount equal to the amount paid by the Issuer for such non-existent Receivableon the relevant Purchase Date or (ii) if such Receivable belongs to another person, VWFS shall pay to theIssuer an amount equal to the Settlement Amount for such non-existing Receivable on the RepurchaseDate. Such Settlement Amount will be equal to the present value of the Purchased Receivable on the lastcalendar day of the month prior to the repurchase date in which the buying back shall become effectiveusing, as applicable, the Discount Rate on the basis of one year of 360 days being equivalent to 12 months,each month consisting of 30 days.

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Reliance on Warranties

If the Purchased Receivables should partially or totally fail to conform with the warranties given by theSeller in the Receivables Purchase Agreement on (i) the Initial Cut-Off Date in respect of the InitialReceivables or (ii) the relevant Additional Cut-Off Date in respect of the Additional Receivables and suchfailure materially and adversely affects the interests of the Issuer or the Noteholders, the Seller shall haveuntil the end of the Monthly Period which includes the sixtieth (60th) day (or, if the Seller so elects, anearlier date) after the date that the Seller became aware or was notified of such breach to cure or correctsuch breach (the "Cure Period"). The Issuer's sole remedy will be to require the Seller to take one of thefollowing remedial actions:

(a) remedy the matter giving rise to such breach if such matter is capable of remedy provided that, if aremedy within the relevant Cure Period (as defined above) is not practicable, the Seller mayremedy such breach by the last day of the following calendar month; or

(b) repurchase the relevant Purchased Receivable at a price equal to, or, in case of a breach of Clause9.1(h) (Warranties and Representations) of the Receivables Purchase Agreement, pay to theIssuer, the Settlement Amount of such Purchased Receivable as at the end of the calendar monthimmediately preceding such repurchase provided that, if it is not practicable to repurchase suchPurchased Receivable within the relevant Cure Period (as defined above), the Seller mayrepurchase such Purchased Receivable on the immediately following Payment Date.

The Servicer shall immediately notify the Issuer and the Security Trustee if the Servicer becomes aware ofany breach of the Seller's representations and warranties set out in clause 9.1 (Warranties andRepresentations) of the Receivables Purchase Agreement set out in the section "PURCHASEDRECEIVABLES – Eligibility Criteria" below.

Each of the Issuer and Security Trustee agree to notify VWFS promptly upon becoming aware of anybreach of representation or warranty set out in Clause 9.1 (Warranties and Representations) of theReceivables Purchase Agreement of a Purchased Receivable. This will not constitute an obligation of theIssuer and/or the Security Trustee to investigate whether any such breach has occurred.

Financing Contracts

The Issuer does not have any rights in, over or to the vehicles that are financed by the Financing Contracts- it only has rights in connection with the sale proceeds of those vehicles. Accordingly, in the event of anyinsolvency of VWFS, the Issuer is reliant on any administrator or liquidator of VWFS taking appropriatesteps to sell such vehicles. Because the sale proceeds have been transferred to the Issuer, this will be of novalue to VWFS's creditors as a whole and therefore an administrator or liquidator will not have anyfinancial incentive to take such steps. This risk is mitigated by the inclusion of a provision in the ServicingAgreement providing that the Issuer (or the Servicer on behalf of the Issuer) will pay, in accordance withthe Order of Priority, any administrator or liquidator's costs and expenses in selling such vehicles and anAdministrator Recovery Incentive fee; however there can be no certainty that any administrator orliquidator would take such actions and no contractual obligations on VWFS to do so that would beenforceable against VWFS or an administrator or liquidator thereof after the commencement of theadministration or liquidation of VWFS.

Value of the financed vehicles

NOx issue in Europe

In September 2015, Volkswagen AG announced that certain diesel vehicles manufactured by Volkswagen,

Skoda, SEAT and Audi, which contain 1.2, 1.6 and 2.0 litre EA 189 engines (“affected vehicles”), were

fitted with software which operated so that when the vehicles were experiencing test conditions, the

characteristics of nitrogen oxides (“NOx”) were affected (“the NOx issue”). In the engine controller of the

vehicles with affected engines, a software function was used that recognised the driving curve of the

official type test, regardless of whether the vehicle is on a test bench or on the road. Depending on the

recognition of the driving curve the engine controller switches to 2 different modes. Volkswagen AG has

worked with UK and European type approval authorities to design and approve technical measures in

respect of all affected vehicles with the objective that they do not adversely affect CO2 emissions, fuel

consumption, engine output, maximum torque or noise emissions.

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Technical measures have been approved by the German type approval authority, the Kraftfahrt-Bundesamt

("KBA") in respect of Volkswagen and Audi branded vehicles, by the UK type approval authority, the

Vehicle Certification Agency ("VCA") in respect of Skoda branded vehicles, and by the Ministerio de

Industria, Energía y Turismo ("MDI") in respect of SEAT branded vehicles These approvals confirm that

the technical measures have no adverse impact on CO2 emissions figures, MPG figures, engine

performance and maximum torque, and noise emissions. The clear intention is that the technical measures

for all other affected models will similarly have no impact on performance.

Once technical measures are available for a vehicle variant, registered owners are contacted and invited to

attend for a voluntary service action. In the UK, the service action is not a mandatory recall and ultimately

it is up to the owners of the affected vehicles themselves to decide to have the measures implemented.

As of 18 August 2017, of the 1.2 million vehicles affected by the NOx issue sold in the UK, over 740,000

vehicles have had the technical measures undertaken.

NOx issue in United States

With regard to the NOx emissions issue in the U.S. and specifically regarding vehicles affected by the issuesold in the US, various settlements have been entered into by Volkswagen AG and/or VW Group ofAmerica.

On 18 September 2015, the U.S. Environmental Protection Agency (the “EPA”) publicly announced in a"Notice of Violation" of the U.S. Clean Air Act that irregularities in the level of nitrogen oxide (“NOx”)emissions had been discovered in emissions tests of certain vehicles with Volkswagen Group 2.0 litre TDIdiesel engines. The EPA alleged that Volkswagen had installed undisclosed engine management softwarein certain four-cylinder diesel engines used in certain model year 2009 to 2015 vehicles to circumvent NOxemissions testing regulations in the United States in order to comply with certification requirements. Theenvironmental regulatory authority of California, the California Air Resources Board (“CARB”),announced its own enforcement investigation related to this issue as well. Following these announcementsby the EPA and CARB, authorities in various jurisdictions worldwide commenced their own investigations.

On 22 September 2015, in its ad hoc release pursuant to section 15 of the German Securities Trading Act(Wertpapierhandelsgesetz), Volkswagen announced that discrepancies in the level of NOx emissionsfigures achieved in testing and in actual road use had been identified in around 11 million VolkswagenGroup vehicles worldwide with certain types of 1.2 litre, 1.6 litre and 2.0 litre TDI diesel engines, the latteralso including those vehicles with 2.0 litre TDI diesel engines sold in the United States. This predominantlyconcerns type EA 189 engines and includes vehicles from the VW Passenger Cars, VW CommercialVehicles, SEAT, ŠKODA and Audi brands. The software being used in these engines enabled a test benchsituation to be recognized by the vehicle and enabled the engine control system to optimize NOx emissionlevels during the test cycle.

On 2 November 2015, the EPA issued an additional "Notice of Violation" of the U.S. Clean Air Actannouncing that it had determined that engine management software installed in certain vehicles withVolkswagen Group's six-cylinder 3.0 litre TDI diesel engines contained “auxiliary emission controldevices” (“AECDs”) that had not been disclosed adequately in the U.S. approval process. Also on 2November 2015, and additionally on 25 November 2015, CARB published allegations that legalrequirements for NOx emissions were circumvented through the use of engine management software undertest conditions. Approximately 113,000 3.0 litre TDI diesel engines in vehicles from model years 2009 to2016 of the Audi, VW Passenger Cars and Porsche brands are affected in the United States and Canada.Audi has confirmed that at least three AECDs were inadequately disclosed in the course of the U.S.approval process.

On 4 January 2016, the U.S. Department of Justice (the “DoJ”), on behalf of the EPA, initiated a civillawsuit in connection with the diesel issue related to the 2.0 litre and 3.0 litre TDI vehicles againstVolkswagen AG, AUDI AG and certain other Volkswagen Group companies, seeking statutory penaltiesunder the U.S. Clean Air Act, as well as certain equitable relief.

On 12 January 2016, CARB announced that it intended to seek civil fines for alleged violations byVolkswagen of the California Health and Safety Code and various CARB regulations. The State of

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California, by and through CARB and the California Attorney General, ultimately filed a lawsuit on 27June 2016.

Following the publication of the EPA's "Notices of Violation" of the U.S. Clean Air Act, Volkswagen AGand other Volkswagen Group companies have been the subject of intense public and governmentalscrutiny, ongoing investigations (civil and criminal) and civil litigation worldwide.

In the United States and Canada, Volkswagen AG and other Volkswagen Group companies have receivedsubpoenas and inquiries from state attorneys general and other governmental authorities and are respondingto such investigations and inquiries. The DoJ also opened a criminal investigation into whether variousU.S. federal criminal offenses were committed. These investigations resulted and may further result inadditional assessments of monetary penalties and other consequences. The timing of the release of newinformation on the investigations and the maximum amount of penalties that may be imposed cannot bereliably determined at present. New information on these topics may arise at any time, including after theoffer, sale and delivery of the Notes.

In June and December 2016 and January 2017, Volkswagen announced that Volkswagen AG, AUDI AG,Volkswagen Group of America, Inc. and certain affiliates reached settlement agreements in the UnitedStates with (i) the DoJ on behalf of the EPA, CARB and the California Attorney General, (ii) the U.S.Federal Trade Commission (“FTC”), and (iii) private plaintiffs represented by a Plaintiffs’ SteeringCommittee (the “PSC”) in a multi-district litigation in California. The settlement agreements resolvecertain civil claims in relation to affected diesel vehicles in the United States: approximately 475,000vehicles with four-cylinder 2.0 litre TDI diesel engines from the Volkswagen Passenger Cars and Audibrands and around 83,000 vehicles with six-cylinder 3.0 litre TDI diesel engines from the VolkswagenPassenger Cars, Audi and Porsche brands. In October 2016, the court finally approved the settlementagreements in connection with the four-cylinder 2.0 litre TDI diesel engines. A number of class membershave filed appeals to a U.S. appellate court from the order approving the settlement agreements inconnection with the four-cylinder 2.0 litre TDI diesel engines. On 14 February 2017, the court grantedpreliminary approval of the settlement agreements in relation to the six-cylinder 3.0 litre TDI dieselengines, which were lodged with the court on 31 January 2017. A final approval hearing for theseagreements took place on 11 May 2017. The agreement with the FTC will also be subject to court approval.

The settlement agreements with respect to the four-cylinder 2.0 litre TDI diesel engine vehicles provideaffected customers with the option of a buyback or, for leased vehicles, early lease termination, or a freeemissions modification of the vehicles, provided that EPA and CARB approve the proposed modification.To date, the EPA/CARB have approved the first stage of the modification for Generation 3 (model year2015) vehicles. The settlement agreements with respect to the six-cylinder 3.0 litre TDI diesel enginevehicles, which remain subject to court approval, provide for: (i) a buyback or, for leased vehicles, earlylease termination program, or a free emissions modification provided that EPA and CARB approve themodification, for Generation 1 (model years 2009-2012) six-cylinder 3.0 litre TDI diesel engine vehicles,and (ii) a free emissions recall and modification program (pending EPA and CARB approval) forGeneration 2 (model years 2013-2016) six-cylinder 3.0 litre TDI diesel engine vehicles. If modificationsare not approved for Generation 2 six-cylinder 3.0 litre TDI diesel engine vehicles, the settlementagreements require Volkswagen to offer a buyback or, for leased vehicles, early lease termination for thosevehicles. Volkswagen will also make additional cash payments to affected current owners or lessees as wellas certain former owners or lessees.

In addition, Volkswagen agreed to support environmental programs. Under the settlement agreements inconnection with the four-cylinder 2.0 litre TDI diesel engines, Volkswagen will pay U.S.$2.7 billion overthree years. Volkswagen will also invest in total U.S.$2.0 billion over ten years in zero emissions vehicleinfrastructure as well as corresponding access and awareness initiatives in the United States. In addition,the six-cylinder 3.0 litre TDI diesel engine vehicle settlement agreements, if approved by the court, calls foran additional U.S.$25 million payment to CARB to support the availability of zero emissions vehicles inCalifornia and Audi will make an additional one-time payment in the amount of U.S.$225 million into anenvironmental trust, managed by a trustee appointed by the court, to offset excess NOx emissions.

In January 2017, Volkswagen AG agreed with the United States government to resolve federal criminalliability relating to the diesel issue. The Volkswagen Group also agreed with the United States governmentto resolve civil penalties and injunctive relief under the Clean Air Act and other civil claims relating to thediesel issue. The coordinated resolutions involve four settlements, including a plea agreement betweenVolkswagen AG and the DoJ. The plea agreement is accompanied by a published Statement of Facts that

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lays out relevant facts and has been acknowledged by Volkswagen AG. As part of its plea agreement,Volkswagen AG pleaded guilty on 10 March 2017 to three felony counts under United States law:conspiracy to commit fraud, obstruction of justice and using false statements to import cars into the UnitedStates. The court accepted Volkswagen AG's guilty plea to all three charges and sentenced the company tothree years' probation on 21 April 2017. The plea agreement provides, inter alia, for payment of a criminalfine of U.S.$2.8 billion following sentencing and the appointment of an independent monitor for a period ofthree years. The independent monitor, who was appointed in April 2017, will assess and oversee thecompliance with the terms of the resolutions. This includes overseeing the implementation of measures tofurther strengthen compliance, reporting and monitoring systems, including an enhanced ethics program.Volkswagen AG, AUDI AG and other Volkswagen Group companies have further agreed to pay, subject tocourt approval, a combined civil penalty of U.S.$1.45 billion (plus any accrued interest) to resolve U.S.federal environmental and customs-related claims in the United States. Furthermore, Volkswagen AG andVolkswagen Group of America, Inc. have agreed to pay a separate civil penalty of U.S.$50 million (plusany accrued interest) to the Civil Division of the DoJ to settle potential claims asserted under the FinancialInstitutions Reform, Recovery and Enforcement Act ("FIRREA"). On 13 April 2017, the court entered anorder approving the settlement of these civil penalty claims. By their terms, the aforementioned settlementagreements resolve only certain liability issues under United States law and are not intended to address anyliability issues, where such exist, under the laws or regulations of any jurisdiction outside the United States.Volkswagen continues to cooperate in full with investigations by the DoJ into the conduct of variousindividuals.

Volkswagen also reached separate settlement agreements with the attorneys general of 44 U.S. states, theDistrict of Columbia and Puerto Rico, to resolve their existing or potential consumer protection and unfairtrade practices claims – in connection with both 2.0 litre TDI and 3.0 litre TDI vehicles in the United States– for a settlement amount of U.S.$603 million. In addition, Volkswagen reached separate settlementagreements with the attorneys general of 10 U.S. states to resolve their existing or potential stateenvironmental law claims – in connection with both 2.0 litre TDI and 3.0 litre TDI vehicles in the UnitedStates – for a settlement amount of U.S.$157 million. Six states still have pending consumer protection andunfair trade practices claims against Volkswagen, and 13 states have pending claims under stateenvironmental laws. Moreover, investigations by various U.S. regulatory and government authorities,including in areas relating to securities, financing and tax, are ongoing.

On 30 September 2016, Volkswagen announced that it had finalized an agreement to resolve the claims ofVolkswagen-branded franchise dealers in the United States relating to the affected vehicles and othermatters asserted concerning the value of the franchise. The settlement agreement includes a cash paymentof up to U.S.$1.208 billion and additional benefits to resolve alleged past, current, and future claims oflosses in franchise value. The court approved the settlement agreement in January 2017. On 12 April 2017,the court granted the dealer class counsel U.S.$3.1 million in attorneys' fees and costs.

Other ongoing proceedings

In addition to ongoing extensive investigations by governmental authorities in various jurisdictions

worldwide (the most significant being in Europe, the United States, Australia and South Korea), further

investigations could be launched in the future and existing investigations could be expanded. Ongoing and

future investigations may result in further legal actions being taken against Volkswagen Group. The NOx

issue has also led to the commencement of significant third-party litigation against Volkswagen Group

worldwide, including in the UK (on which see below). This includes lawsuits by affected customers and

dealers seeking substantial damages. Further regulatory proceedings, product-related and investor claims

could be raised in the future in various jurisdictions worldwide.

Accordingly, there can be no assurance that the settlements mentioned above and any future disclosure or

settlement by or with respect to Volkswagen AG will not adversely affect the businesses of Volkswagen

AG or ultimately the Purchased Receivables and/or the Issuer’s ability to make payments on the Notes.

At the date of this Offering Circular, there are no indications that recent developments will have a negative

impact on payments on the Purchased Receivables, but any such negative impact cannot be ruled out.

Accordingly, it is expected that the Seller will continue to sell to the Issuer Receivables which relate to

Vehicles with an affected engine during the Revolving Period unless the underlying position changes

adversely.

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See also section "RISK FACTOR - Financing Contracts regulated by the Consumer Credit Act 1974 (as

amended)" and section "RISK FACTOR – Liability for misrepresentations and breach of contract" in

relation to these developments.

Litigation in connection with the NOx issue in the UK

Volkswagen Financial Services (UK) Limited ("VWFS") and other Volkswagen Group entities in the UKhave been contacted by a number of firms of solicitors based in the UK threatening claims on behalf ofaffected owners. Those firms have not identified all of their clients to VWFS, but VWFS's current estimateis that they may represent somewhere in the region of 50,000 claimants. As litigation progresses further,there is the potential for this number to increase. However, only a sub-population of these claimantsentered into a financial agreement with VWFS in respect of their vehicles and may pursue claims againstthem.

Claims, on behalf of 6,726 claimants who currently own, or formerly owned or are lessees of vehiclesaffected by the NOx issue have been issued in the High Court against Volkswagen AG, Audi AG, SkodaAuto AS and Seat SA (together, the "Manufacturing Defendants"), as well as against VWFS. Of the6,726 Claimants, 6,429 have indicated that they will have claims against the Manufacturing Defendants,and 1,713 have indicated that they will also have claims against VWFS.

Another law firm has, more recently, issued and served a claim form in the High Court on behalf of 37claimants against the Manufacturing Defendants, VWFS and particular Volkswagen Group authoriseddealers. In addition to the claim form, a signed Generic Particulars of Claim was served and a draft consentorder staying the claim until October 2017 was also provided. An acknowledgment of service has beenfiled on behalf of the Manufacturing Defendants and VWFS in respect of this claim. VWFS alsounderstandS that this law firm has issued but not served a second claim form on behalf of 35 claimantsagainst the same defendants as the first claim form. It is VWFS's understanding that both of these claimswere issued proactively on behalf of these claimants respectively due to their limitation period for bringinga claim being close to expiration.

A third law firm has issued proceedings on behalf of 9 Claimants but has not formally served a ClaimForm. The claim, issued in the High Court, was initially only issued against Volkswagen Group UnitedKingdom Limited (“VWUK”). Following several amendments, VWFS understands that this law firm nolonger intends on pursuing claims against VWUK. Rather, VWFS understands that the firm intends tobring claims on behalf of their claimants clients against VWAG, Audi AG, VWFS and particularVolkswagen Group authorised dealers.

On 28 October 2016 one of the claimant law firms representing the 6,726 claimants referred to aboveapplied to the High Court for a Group Litigation Order ("GLO") to enable the court to manage any claimsrelating to the NOx emissions issue. In January 2017 the application was heard by a Master of the HighCourt who decided to adjourn the hearing of the GLO application until early October 2017. All of theclaims, referred to above, are stayed or intended to be stayed pending this GLO application.

As referred to above, a signed Generic Particulars of Claim was served in respect of the claim on behalf of37 claimants. Except for this, to date, the other Claimants' solicitors have only provided (and not formallyserved) draft versions of Generic Particulars of Claim. The information about the Claims set out in thissection is taken from the Draft Generic Particulars of Claim. The way the Claimants put their case maychange as it progresses. It is also possible that other law firms may pursue their cases on a different basis.

The Claimants allege that the vehicles supplied to the Claimants contained an unlawful "defeat device" anddid not meet the relevant UK and EU statutory and regulatory emissions standards in relation to NOx. TheClaimants are seeking compensation and other relief for the losses they have suffered as a consequence ofthe alleged conduct of the defendants (as described in more detail below).

As against the Manufacturing Defendants, it is alleged that, among other misrepresentations, theyknowingly misrepresented to the Claimants that the affected vehicles were manufactured and tested so as tocomply with all statutory and regulatory requirements imposed by EU and UK law; that the vehicles werefit to be lawfully registered, or licensed or deemed to be fit to be kept and used in the UK and othermember states of the EU; and that the vehicles did not incorporate an unlawful “defeat device”. TheClaimants allege that were it not for these misrepresentations they would not have purchased or leased their

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vehicles and seek compensatory and exemplary damages for fraudulent misrepresentation/deceit. Asagainst VWFS, it is alleged that each of the relevant Claimants entered into a financial contract withVWFS regulated by the Consumer Credit Act 1974 ("CCA") and that it was an implied term of thatagreement that the vehicles would be of satisfactory quality. The Claimants allege the vehicles were not ofsatisfactory quality because, among other reasons, they contained the defeat device and did not meet therelevant emissions standards. In addition, the Claimants allege that an ‘unfair relationship’ under the termsof the CCA existed between VWFS and the Claimants, as a result of actions taken by VWFS and theManufacturing Defendants (whose behaviour, it is alleged, should be taken as the behaviour of VWFS asan "associate" of the Manufacturing Defendants under section 184(3) of the CCA), including the allegedmisrepresentations about the claimants’ vehicles. The claimants seek compensatory and exemplarydamages for these alleged breaches of the CCA and appropriate orders under section 140B of the CCA. Seethe section "RISK FACTORS – Other Risks Resulting from Consumer Legislation – (b) UnfairCommercial Practices Directive", and "RISK FACTORS – Unfair Relationship" and "RISK FACTORS –Liability for misrepresentations and breach of contract".

VWFS disputes the allegations being made and intends to vigorously defend this litigation and believesthat there are good defences to the Claims as it understands them. The Claims are likely to take about 2 to 3years to reach trial, and longer for any judgment to be rendered. If the Claims are ultimately determined inthe Claimants' favour at trial, absent remediation, VWFS would be required to repurchase any relevantaffected Receivables on the basis that the status and enforceability of such affected Purchased Receivablesis impaired due to warranty claims or any other rights of the Obligor (even if the Issuer knew or could haveknown on the Cut-Off Date of the existence of such defences or rights) or that the status and enforceabilityof the affected Purchased Receivables is impaired by set-off rights. See the section "RISK FACTOR -Reliance on Warranties".

According to the information provided by the Seller, approximately 2.75 per cent of the principal amountof the pool of Purchased Receivables as at the Initial Cut-Off Date had been used for the acquisition ofvehicles which could potentially be subject to the claims similar to the Claims.

The Issuer has been advised by VWAG that, based on both VWAG's data and leading market data andopinion, the residual values of the EA 189 engine vehicles affected by the NOx emissions issue have notbeen adversely affected as a result of the issue. However, there is evidence of a general degradation inresidual values in the UK used car market as a result of the existing economic cycle. This is likely toimpact the residual values of VWFS’s portfolio in the short term and beyond. VWFS is continuallymonitoring the residual values of its portfolio through robust, well-established and business as usualmonitoring processes, with the appropriate level of provisioning being maintained.

Equitable Assignment

Assignment by VWFS to the Issuer of the benefit of the Receivables derived from Financing Contractsgoverned by the laws of England and Wales will take effect in equity only because no notice of theassignment will be given to Obligors.

The giving of notice to the Obligor of the assignment (whether directly or indirectly) to the Issuer wouldhave the following consequences:

(a) notice to the Obligor would "perfect" the assignment so that the Issuer would take priority over anyinterest of a later encumbrance or assignee of VWFS's rights who has no notice of the assignmentto the Issuer;

(b) notice to an Obligor would mean that the Obligor should no longer make payment to VWFS ascreditor under the Financing Contract but should make payment instead to the Issuer. If theObligor were to ignore a notice of assignment and pay VWFS for its own account, the Obligormight still be liable to the Issuer for the amount of such payment. However, for so long VWFSremains the Servicer under the Servicing Agreement, VWFS also is the agent of the Issuer for thepurposes of the collection of the Receivables and will, accordingly, be accountable to the Issuer forany amount paid to VWFS in respect of the Receivables;

(c) notice to the Obligor would prevent VWFS and the Obligor amending the relevant FinancingContract without the involvement of the Issuer. However, VWFS will undertake for the benefit of

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the Issuer that VWFS will not waive any breach under, or amend the terms of, any of theFinancing Contracts, other than in accordance with VWFS's Customary Operating Practices; and

(d) lack of notice to the Obligor means that the Issuer will have to join VWFS as a party to any legalaction which the Issuer may want to take against any Obligor. VWFS as Seller will, however,undertake for the benefit of the Issuer that VWFS will lend its name to, and take such other stepsas may be required by the Issuer or the Security Trustee in relation to any action in respect of thePurchased Receivables and VWFS grants the Issuer a power of attorney in this regard.

Until notice is given to the Obligor, equitable set-off rights (such as for misrepresentation or breach ofcontract as referred to in "Liability For Misrepresentations And Breach Of Contract" below) may accrue infavour of an Obligor in respect of his obligation to make payments under the relevant Financing Contract.Exercise of such rights by the Obligor may, therefore, result in the Issuer receiving less money thananticipated from the Receivables, which may in turn lead to reduced amounts being available to pay theNoteholders. The assignment of any Receivables to the Issuer will be subject both to any prior equitieswhich have arisen in favour of the Obligor and to any equities which may arise in the Obligor's favour afterthe assignment until such time (if ever) as he receives actual notice of the assignment.

Notification Events have been put in place in the transaction to mitigate the risk deriving from the equitableassignment but there can be no certainty as to the timing and effectiveness of such Notification Events.

Employees

Some Obligors may be employees of VWFS. Consequently, they may have a right of set-off againstamounts due under the receivables against unpaid wages or other cash benefits. Any such set-off mayadversely affect the Issuer’s ability to make payments in full when due on the notes.

Financing Contracts regulated by the Consumer Credit Act 1974 (as amended)

Changes to the UK regulatory structure

The way in which providers of credit and related companies are licensed was recently changed in theUnited Kingdom. The Financial Services Act 2012, which received royal assent in December 2012,contains provisions which (among other things) on 1 April 2013 replaced the FSA with the PrudentialRegulation Authority (the "PRA"), which is responsible for micro-prudential regulation of financialinstitutions that manage significant risks on their balance sheets, and the Financial Conduct Authority (the"FCA"), which is responsible for conduct of business ensuring that business across financial services andmarkets is conducted in a way which advances the interests of all users and participants. The FCA haspower to render unenforceable contracts made in contravention of its product intervention rules, andformalises cooperation between the FCA and the Financial Ombudsman Service, particularly where issuesidentified potentially have wider implications. The Financial Services Act 2012 also contained provisionsenabling the transfer of regulation of credit agreements regulated by the CCA from the Office of FairTrading (the "OFT") to the FCA. The relevant secondary legislation was enacted in 2013 and 2014 andthe transfer was effected on 1 April 2014.

FCA has been the regulator since April 2014 and it is still evolving its practices in connection with theconsumer credit regime and the businesses it now regulates. In light of this it is possible that it will takefurther action to impose stricter rules on current practices of regulated firms and so it is possible that thischange in regulatory structure will have an effect on the Financing Contracts, the Seller, and the Issuer andtheir respective businesses and operations, which may, in turn, affect the Issuer's ability to make paymentsin full on the Notes when due.

Regulatory framework

The regulatory framework for consumer credit in the UK consists of the Financial Services and MarketsAct 2000 ("FSMA") and its secondary legislation, including the Financial Services and Markets Act(Regulated Activities) Order 2001 (the "RAO"), retained provisions in the Consumer Credit Act 1974, asamended by the Consumer Credit Act 2006, and its retained associated secondary legislation (the "CCA"),and rules and guidance in the FCA Handbook, including the Consumer Credit sourcebook ("CONC").Article 60B of the RAO defines a regulated credit agreement as an agreement between an individual ("A")and any other person ("B") under which B provides A with credit of any amount (the historic limit of£25,000 has been abolished) and which is not an exempt agreement under articles 60C to 60HA of the

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RAO. Article 60C of the RAO contains an exemption for consumer credit contracts exceeding the value of£25,000, which are entered into wholly or predominantly for the debtor's business purposes.

The application of the CCA to the Financing Contracts which are regulated by the CCA (the "RegulatedFinancing Contracts") will have several consequences including the following:

(a) Voluntary Terminations

At any time before the last payment falls due in respect of the relevant Regulated FinancingContract, the Obligor may, pursuant to sections 99 and 100 of the CCA, terminate the relevantRegulated Financing Contract. Obligors do not have to state a reason for exercising their rightsunder this section. Generally Obligors may take advantage of the right of voluntary terminationwhen they are in financial difficulty, or when the residual value of the Vehicle on part-exchange isless than the amount that would be payable on early settlement. In order to terminate the RegulatedFinancing Contract, the Obligor is required to notify VWFS. On and upon notification the Obligormust return the vehicle, at its own expense, to an address as reasonably required by VWFS,together with everything supplied with the vehicle.

In such a case VWFS is entitled to:

(i) all arrears of payments due and damages incurred for any other breach of the RegulatedFinancing Contract by the Obligor prior to such termination;

(ii) the amount (if any) by which one half of the total amount which would have been payableunder the Regulated Financing Contract if it had run its course exceeds the aggregate ofsums already paid by the Obligor and amounts due from the Obligor under the RegulatedFinancing Contract immediately before exercise by the Obligor of its statutory right oftermination;

(iii) possession of the relevant vehicle subject to the Regulated Financing Contract beingterminated; and

(iv) any other sums due but unpaid by the Obligor under the Regulated Financing Contract.

Following the Voluntary Termination of a Financing Contract, VWFS will take possession of therelevant vehicle and will sell such Vehicle in accordance with its Customary Operating Practices.VWFS will apply (a) any amounts received per paragraphs (i) and (ii) above and (b) any proceedsfrom the sale of the vehicle to reduce the receivables balance of the Financing Contract thatremains outstanding following the Voluntary Termination. Following such application, anyremaining amounts of receivables balance on the Financing Contract that has been the subject ofthe Voluntary Termination will be written-off and reduced to zero.

Following the end of the Revolving Period, if an Obligor exercises its rights to terminate aFinancing Contract pursuant to sections 99 and 100 of the CCA, it is possible that the Notes maybe redeemed earlier than anticipated.

Furthermore, if an Obligor terminates a Financing Contract pursuant to sections 99 and 100 of theCCA, it is possible that the Issuer will not receive the full amount of the principal amountoutstanding on the relevant Purchased Receivable and an amount of principal will accordingly bewritten-off. This in turn could trigger losses in respect of the Notes.

See also "RISK FACTOR – Regulatory Framework – Right to Vehicles and reliance on residualvalue" which will apply equally to any Vehicles to be disposed of following the exercise by anObligor of its right to voluntarily terminate any Financing Contract.

(b) Early Settlement of Regulated Financing Contracts

The Obligor has a statutory right to discharge his payment liability, and obtain title to the Vehicle,under the Regulated Financing Contract in advance of its scheduled final repayment date by payingVWFS all unpaid scheduled payments through to the scheduled final repayment date together withall other amounts due and payable under the relevant Regulated Financing Contract less a rebate

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calculated pursuant to the provisions of the Consumer Credit (Early Settlement) Regulations 2004(the "Early Settlement Regulations") (see sub-paragraph (d) below).

In addition, from 1 February 2011 the Obligors under a Regulated Financing Contract entered intoafter 11 June 2010 have a right to make partial early repayments of the Regulated FinancingContract. One or more partial early repayment(s) may be made at any time during the life of therelevant Regulated Financing Contract, subject to the Obligor taking certain steps as outlined inSection 94 of the CCA. The provisions on partial early settlement are largely the same as those forfull early settlement and the framework operates in much the same way.

(c) Termination of Regulated Financing Contracts

VWFS has the right to terminate the Regulated Financing Contract in the event of an unremediedmaterial breach of agreement by the Obligor. In such case VWFS is entitled to repossess thevehicle (however, where the Obligor has paid at least one-third of the total amount payable, thevehicle becomes "protected" under the CCA with the consequences described in "Protected Goods"below) and recover either:

(i)

(1) all arrears of payments due and damages incurred for any breach of the RegulatedFinancing Contract by the Obligor prior to such termination;

(2) all VWFS's expenses of recovering or trying to recover the Vehicle, storing it andtracing the Obligor and any shortfall relating to the sale or other disposal ofvehicle (including all expenses of sale); and

(3) any other sums due but unpaid by the Obligor under the Regulated FinancingContract less a rebate calculated pursuant to the provisions of the Early SettlementRegulations (see below).

(ii) or such lesser amount as a court considers will compensate VWFS for its loss.

Court decisions have conflicted on whether the amount payable by the obligors on termination bythe lender (for example, for repudiatory breach by the Obligor) is restricted to the amountcalculated by the one-half formula for termination by the Obligor. The Financing Contractsprovide that the amount payable by the Obligor on termination by VWFS is the outstandingbalance of the total amount payable under the Financing Contract less any statutory rebate for earlysettlement and less any proceeds of sale or estimated value of the vehicle so the FinancingContracts reflect those court decisions favourable to VWFS on this point.

(d) Rebate on Early Settlement or on Termination of a Regulated Financing Contract by VWFS

In the case of Regulated Financing Contracts, a rebate of credit charges may be due on earlysettlement. The amount of the rebate is calculated in accordance with the Early SettlementRegulations. The rebate is available only in the circumstances specified in the Early SettlementRegulations. No such rebate is required where the Obligor exercises his right to terminate aRegulated Financing Contract as described in (a) above, as the Obligor may terminate the relevantRegulated Financing Contract, without discharging in full the total amount payable under theRegulated Financing Contract.

(e) Time Orders

If, with regards to a Regulated Financing Contract, certain default or enforcement proceedings aretaken or notice of early termination is served on an Obligor, the Obligor can apply to the court fora time order to change the timing of payments under his Regulated Financing Contract or to repaythe outstanding sum by lower instalments than provided for in his Regulated Financing Contract.Under the provisions of the CCA the court has a wide discretion to make an order incorporatingsuch amendments to the relevant Regulated Financing Contract as it considers fit, in order toachieve the objectives of the time order.

(f) Bona fide purchaser

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A disposition of the vehicle by the Obligor to a bona fide private purchaser without notice of theFinancing Contract will transfer to the purchaser VWFS' title to the vehicle.

(g) Interpretation of technical rules

VWFS has interpreted certain technical rules under the CCA in a way common with many otherlenders in the vehicle finance market. If such interpretation were held to be incorrect by a court orother dispute resolution authority, then the Financing Contract would be unenforceable without acourt order. If such interpretation were challenged by a significant number of Obligors, then thiscould lead to significant disruption and shortfall in the income of the Issuer. Court decisions havebeen made on technical rules under the CCA against certain lenders, but such decisions are veryfew and are generally county court decisions which are not binding on other courts. Whereagreements are unenforceable without a court order due to minor documentary defects, lendershave historically pursued such debts as though they are simply enforceable, until such time asthose defects were raised by the borrower and/or the court in any claim. To mitigate the risksassociated with this approach, lenders currently rely on the decision in McGuffick v Royal Bank ofScotland [2010] 1 All ER 634, in which the High Court ruled that, in relation to agreements whichwere unenforceable by reason of failures to provide copies under sections 77 and 78 of the CCA,steps which fell short of obtaining a court judgment against the borrower were not “enforcement”within the meaning of the CCA.

(h) Enforcement of improperly executed or modified Regulated Financing Contracts

If a Regulated Financing Contract has been "improperly executed" (as such term is used in theCCA) or improperly modified in accordance with the provisions of the CCA, it may beunenforceable unless a court order has been obtained.

(i) "Unfair relationship"

The court has power under section 140A of the CCA to determine that the relationship between alender and a customer arising out of the credit agreement (whether alone or with any relatedagreement) is unfair to the consumer. In applying the new unfair relationship test, the courts areable to consider a wider range of circumstances surrounding the transaction, including the lender'sconduct before and after making the agreement. There is no statutory definition of "unfair" as theintention is for the test to be flexible and subject to judicial discretion. The Supreme Court hasgiven general guidance in respect of unfair relationships in Plevin v Paragon Personal Finance Ltd[2014] 1 WLR 4222. Whilst the court acknowledged that it is not possible to state a precise oruniversal test for an unfair relationship, which must depend on the court’s judgment of all therelevant facts, the court did give the guidance on the nature of the test which should be applied.The Supreme Court acknowledged that what must be unfair is the relationship between the debtorand the creditor. Although the court is concerned with hardship to the debtor, there may be featureswhich operate harshly against the debtor but it does not necessarily follow that the relationship isunfair because the features in question may be required in order to protect a legitimate interest ofthe creditor. The FCA principles are also relevant and apply to the way contract terms are used inpractice and not just the way they are drafted. Once an Obligor alleges that an unfair relationshipexists, the burden of proof is on the lender to prove the contrary.

(j) Financial Ombudsman Service

The Financial Ombudsman Service is an out-of-court dispute resolution scheme with jurisdictionto determine complaints against authorised persons under the FSMA relating to conduct in thecourse of specified regulated activities including in relation to consumer credit.

Under FSMA, the Financial Ombudsman Service is required to make decisions on, among others,complaints relating to the terms in agreements on the basis of what, in the Ombudsman's opinion,would be fair and reasonable in all the circumstances of the case, taking into account, amongothers, law and guidance. Complaints brought before the Financial Ombudsman Service forconsideration must be decided on a case-by-case basis, with reference to the particular facts of anyindividual case. Each case would first be adjudicated by an adjudicator. Either party to the casemay appeal against the adjudication. In the event of an appeal, the case proceeds to a final decisionby the Ombudsman. The Financial Ombudsman Service may order a money award to an Obligor,

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which may adversely affect the value at which the Financing Contracts in the Receivables could berealised and accordingly the ability of the Issuer to meet its obligations under the Notes. Thejurisdiction of the Financial Ombudsman Service has applied since 6 April 2007.

(k) Private rights of action under the FSMA

An Obligor who is a private person may be entitled to claim damages for loss suffered as a resultof any contravention by an FCA authorised person of a rule under the FSMA. From 1 April 2014,such rules include rules in the FCA Consumer Credit sourcebook (CONC), which transposescertain requirements previously made under the CCA and in OFT guidance. The Obligor may setoff the amount of the claim for contravention of CONC against the amount owing under theRegulated Financing Contract or any other credit agreement he has taken with the authorisedperson (or exercise analogous rights in Scotland). Any such set-off may adversely affect theIssuer's ability to make payments in full when due on the Notes.

(l) Enforcement action by the FCA

The FCA has a broad range of enforcement powers under the FSMA which it can take againstauthorised firms where the firm breaches a requirement of the FSMA. These powers include theability to order restitution and implement consumer redress schemes under Section 404 of FSMA.In addition where a lender or broker does not have the relevant permission an agreement will beunenforceable against the customer without an order of the FCA.

(m) Servicing Requirements

VWFS has to comply with certain post-contract information requirements under the CCA. Failureto comply with these requirements can have a significant impact. For example: (a) the creditagreement is unenforceable against the customer for any period when the lender fails to complywith requirements as to periodic statements, arrears notices or default notices (although any suchunenforceability may be cured prospectively by the lender complying with requirements as toperiodic statements, arrears notices and default notices); (b) the customer is not liable to payinterest or default fees for any period when the lender fails to comply with requirements as toperiodic statements or arrears notices; and (c) interest on default fees is restricted to nil until the29th day after the day on which a notice of default fees is given and then to simple interest (i.e.interest may only be calculated on the principal amount of the default fee).

Liability for misrepresentations and breach of contract

(a) Regulated Financing Contracts

Under section 75 of the CCA, an Obligor may make a claim against VWFS as well as a supplier inrespect of any misrepresentations made by the supplier in a transaction between the supplier andthe Obligor during negotiations between them before execution of the relevant RegulatedFinancing Contract or for a breach of contract. This liability arises in relation to, for example,insurance products where the creditor can be liable to the Obligor for misrepresentation or breachof contract by an insurer (or a dealer on its behalf) in relation to an insurance contract between theinsurer and the Obligor and financed by a Regulated Finance Contract.

In all the above circumstances, VWFS normally has a right to be reimbursed by the supplier forany amount paid to the Obligor in respect of the Obligor's claim and any costs (including legalcosts) incurred in defending the claim.

Equitable (or equivalent or analogous) set-off rights (such as for misrepresentation or breach ofcontract) may accrue in favour of an Obligor in respect of its obligation to make payments underthe relevant Financing Contract. Exercise of such rights by the Obligors may, therefore, result inthe Issuer receiving less money than anticipated from the Receivables, which may in turn lead toreduced amounts being available to pay the Noteholders.

In addition under section 56 of the CCA where a credit broker, such as a dealer, carries outantecedent negotiations with an Obligor those negotiations will be deemed to be carried out in thecapacity of agent of the creditor as well as in his actual capacity. As a result VWFS will bepotentially liable in respect of any misrepresentations made by any credit broker involved in

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introducing an Obligor to VWFS. This liability arises in relation to the Vehicle, and applies forexample, to the dealer's promise to the Obligor on the quality or fitness of the Vehicle, and canextend, for example, to the dealer's promise to apply a part-exchange allowance to discharge anexisting credit agreement. If any such pre-contractual statement is a misrepresentation or impliedcondition in the regulated consumer credit contract, then the Obligor is entitled to, amongst otherthings, rescind the contract and return the goods, and to treat the contract as repudiated by VWFSand accept such repudiation by notice, and is not liable to make any further payments, and mayclaim repayment of the amounts paid by the Obligor under the contract and damages such as thecost of hiring an alternative vehicle. The Obligor may set-off the amount of any such money claimagainst the amount owing by the Obligor under the credit agreement or any other credit agreementhe has taken with VWFS (or exercise analogous rights in Scotland).

(b) All Financing Contracts including Regulated Financing Contracts

Under the Supply of Goods (Implied Terms) Act 1973 an Obligor may also make a claim forbreach of contract against VWFS or, potentially, terminate the Financing Contract for repudiatorybreach if the vehicle the subject of the Financing Contract is not of satisfactory quality (whichincludes an assessment of whether it is fit for its intended purpose) or as described. Under theterms of each Financing Contract, there is one clause which purports to restrict VWFS's liabilityfor any loss, injury or damage (other than death or personal injury) caused by VWFS's negligenceor breach of contract. This clause is expressly stated to be subject to the relevant implied terms ofthe Supply of Goods (Implied Terms) Act 1973 in relation to title, conformity of the vehicles inquestion as to description, sample, quality and fitness for a particular purpose.

For Financing Contracts entered into on or after 1 October 2015 by Obligors acting wholly ormainly outside that Obligor's trade, business, craft or profession) equivalent protections arecontained in the Consumer Rights Act 2015 (the "CRA15"). Where the Obligor makes the contractother than in the course of a business this exclusion does not affect the Obligor's statutory rights,either under the Supply of Goods (Implied Terms) Act 1973 or the CRA15, that the goods be ofsatisfactory quality fit for their intended purpose and as described. Where the Obligor makes thecontract in the course of a business the exclusion of liability will only be binding if it meets astatutory test of reasonableness.

In the above circumstances, VWFS will normally have a right to claim against the dealer orsupplier for any amount paid to the Obligor in respect of the Obligor's claim and any costs(including legal costs) incurred in defending the claim. If any such case arises and the Obligor'sclaim is successful, VWFS would also ordinarily seek to sell the Vehicle back to the dealer.

In relation to the recent developments referred to in "Value of the financed vehicles", such mattersmay result in claims by Obligors for a breach of satisfactory quality, fitness for purpose ordescription. In the event of a disputed claim, then ultimately this determination would be made bythe relevant courts in the United Kingdom. There is a risk that such courts may be asked determinethat these circumstances amount to a breach of satisfactory quality fitness for purpose ordescription. VWFS believes that there are good defences to claims that vehicles affected by theNOx emissions issue are not of satisfactory quality, fit for purpose and/or as described.

Protected Goods

If, under a Regulated Financing Contract, the Obligor has paid VWFS one-third or more of the totalamount payable under the relevant Regulated Financing Contract, the vehicle becomes "protected"pursuant to section 90 of the CCA and VWFS is not entitled to repossess it, unless VWFS first obtains anorder from the court to this effect. If, however, the Obligor terminates the Regulated Financing Contract,the vehicle ceases to be "protected" and VWFS may effect repossession unless the court grants the Obligora "time order" rescheduling the Obligor's outstanding liabilities under the Regulated Financing Contract, orotherwise exercises any other discretion which it may have under the CCA. In the event any of the vehiclesowned by Obligors are protected, this could potentially cause delays in recovering amounts due from theObligors and consequently may reduce amounts available to Noteholders.

Other Risks Resulting from Consumer Legislation

(a) Unfair Terms in Consumer Contracts Regulations 1999

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The Unfair Terms in Consumer Contracts Regulations 1999 (the "UTCC Regulations") apply inrelation to the Financing Contracts involving consumers entered into prior to 1 October 2015. AnObligor may challenge a term in an agreement on the basis that it is "unfair" within the meaning ofthe UTCC Regulations and therefore not binding on the Obligor.

A term shall be regarded as unfair if, contrary to the requirement of good faith, it causes asignificant imbalance in the parties' rights and obligations arising under the contract to thedetriment of the consumer. It should be noted that there is no strict definition as to what willconstitute an "unfair" term, although Schedule 2 to the UTCC Regulations provides a (non-exhaustive) list of terms that may potentially be deemed to be unfair. The assessment of unfairnesswill take into account all the circumstances attending the conclusion of the contract.

Ultimately, only a court can decide whether a term is fair; however, it will take into account anyrelevant guidance published by the Competition and Markets Authority or the FCA. The FCA hadpreviously published guidance on how it would interpret the UTCC Regulations. This guidancewas withdrawn in March 2015 following a number of decisions by the Court of Justice of theEuropean Community and the then impending enactment of the CRA15 on 1 October 2015 and therepeal on that date of the UTCC Regulations. The FCA will also consider the terms of agreements,and how the terms are applied in light of their "Treating Customers Fairly" principle. In particular,they will look at whether satisfactory outcomes have been achieved for customers.

For transactions entered into on and after 1 October 2015, the CRA15 will apply in place of theUTCC Regulations. The CRA15 continues to provide consumers with substantially the same rightsas they enjoyed under the UTCC Regulations and also extends protection to announcements orother communications, whether or not in writing, that may be seen by the consumer that are relatedto the Financing Agreement. The CRA15 makes both consumer contracts and consumer noticesunenforceable if they fail the fairness test; introduces a more stringent test for fairness by makingmain subject matter of the contract or terms which set the price subject to the fairness test if theyare not both transparent and prominent; and introduces new terms into the list of potentially unfairclauses in consumer contracts.

No assurance can be given that the implementation of the CRA15 or changes to guidance will nothave an adverse effect on the Receivables, VWFS, the Servicer, the Issuer and their respectivebusinesses and operations. The broad and general wording of the UTCC Regulation and theCRA15 makes any assessment of the fairness of terms largely subjective and makes it difficult topredict whether or not a court would find a term to be unfair. It is therefore possible that anyagreements made with consumers may contain unfair terms, which may result in the possibleunenforceability of those unfair terms. This may adversely affect the ability of the Issuer to disposeof Receivables, or any part thereof, in a timely manner and/or the realisable value of theReceivables, or any part thereof, and accordingly affect the ability of the Issuer to meet itsobligations under the Notes when due.

No assurance is given that future changes to the CRA15, the manner in which the CRA15 isapplied, interpreted or enforced or changes to guidance relating to the CRA15 will not have anadverse effect on the Receivables, VWFS, the Servicer, the Issuer and their respective businessesand operations. This may adversely affect the ability of the Issuer to dispose of Receivables, or anypart thereof, in a timely manner and/or the realisable value of the Receivables, or any part thereof,and accordingly affect the ability of the Issuer to meet its obligations under the Notes when due.

(b) Unfair Commercial Practices Directive 2005

On 11 May 2005, the European Parliament and the Council adopted the Unfair CommercialPractices Directive ( S I 2005/29/EC) (the "UCPD"). The UCPD is a maximum harmonisationDirective, which means that (except for financial services and immoveable property) MemberStates may not impose more stringent provisions than those provided for by the UCPD.

The UCPD seeks to harmonise unfair trading laws in all Member States by: (i) introducing ageneral prohibition on traders not to treat consumers unfairly; (ii) obliging businesses not tomislead consumers through acts or omissions or through subjecting them to aggressive commercialpractices such as high pressure selling techniques; and (iii) introducing a prohibition of specifiedpractices that will be deemed unfair in all circumstances. The UCPD has a wide scope in that it

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prohibits unfair business-to-consumer practices in all sectors, however, it only focuses on theprotection of economic interests. Other interests such as health, safety, taste or decency are outsideits scope.

The UCPD is intended to protect only the collective interests of consumers; it does not seek toprovide individual consumers with a private right of action.

The Consumer Protection from Unfair Trading Regulations 2008 (SI 2008/1277) (the "ConsumerProtection Regulations"), which implement the UCPD, came into force on 26 May 2008.

The Consumer Protection Regulations are comprised of three key restrictions:

(i) Regulation 3 sets out a general prohibition of unfair commercial practices, so as to catchall practices which do not fall into the specific prohibitions of misleading and aggressivepractices or the specifically banned practices. In accordance with Regulation 3, acommercial practice is "unfair" if:

(1) the practice contravenes the requirements of "professional diligence" (which is thespecial skill and care a trader may be reasonably expected to exercisecommensurate with honest market practice or the general principle of good faithin its field of activity; and

(2) the practice materially distorts or is likely to materially distort the economicbehaviour of the average consumer with regard to the product in question.

(ii) Regulations 5 to 7 set out specific prohibitions in respect of misleading actions oromissions, and aggressive practices, respectively.

(iii) Schedule 1 to the Consumer Protection Regulations contains a list of 31 specifiedcommercial practices that are in all circumstances to be deemed unfair. Evidence of theireffect, or likely effect, on the average consumer is not required in order to prove a breachunder the Consumer Protection Regulations.

Enforcers (such as the Competition Markets Authority and local trading standards authorities) maytake civil enforcement action in respect of a breach of the Consumer Protection Regulations andconsumers also have a right to redress for prohibited practices, including a right to unwindagreements, claim damages or obtain a discount.

The Consumer Protection Regulations require the Competition and Markets Authority and local tradingstandards authorities to enforce the Consumer Protection Regulations by prosecution or by seeking anenforcement order to prevent a business from carrying on unfair practices. In addition, the FCA addressesunfair practices in its regulation of consumer finance. No assurance can be given that any regulatory actionor guidance in respect of the Consumer Protection Regulations will not have a material adverse effect onthe Financing Contracts and accordingly on the Issuer's ability to make payments in full when due on theNotes.

FCA review of the motor finance sector

The FCA in its Business Plan for 2017/2018 has indicated that it will be carrying out a review of the motorfinance sector in 2018/19. The FCA is concerned that there may be a lack of transparency, potentialconflicts of interest and irresponsible lending in the sector. Following its review it is possible that the FCAmay take further action including introducing new rules. The review may also highlight breaches of thecurrent regime and give rise to enforcement action against any firm found to be in breach of existing FCArules.

Scottish Receivables

Certain of the Financing Contracts have been entered into with Obligors who are (a) consumers and (b)located in Scotland and certain of the vehicles financed pursuant to the Financing Contracts are located inScotland. In such circumstances, there is a risk that the Scottish courts could apply Scots law based onregulations 5 and 8 of the Unfair Terms in Consumer Contracts Regulations 1999 and from 1 October 2015the CRA15.

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If a Scottish court were to declare that a Financing Contract was in fact governed by Scots law (a "ScottishFinancing Contract"), the Scots court may declare that such Scottish Financing Contract had always beengoverned by Scots law, and that the Scottish Financing Contract should therefore be interpreted as a matterof Scots law. There is therefore a risk that the transfer under English law of Receivables derived fromScottish Financing Contracts ("Scottish Receivables") sold by VWFS to the Issuer may not be consideredto be a valid transfer by the Scots courts.

To mitigate this risk, VWFS will declare trusts (each a "Scottish Trust") in favour of the Issuer over theScottish Receivables and the Vehicles relating thereto and the Issuer will be the beneficiary under eachScottish Trust. To the extent a Scots court considers the Financing Contract to be governed by Scots law,legal title to the relevant Scottish Receivable will remain with VWFS because no formal assignation of theScottish Receivable duly intimated to the relevant Obligor(s) will have been made. The legal position ofthe Issuer under each Scottish Trust is substantially in accordance with that set out above in relation to theholding of an equitable interest in the Purchased Receivables governed by the laws of England and Wales.

The fixed charge granted by the Issuer in favour of the Security Trustee over the Issuer's assets providesfor, among other things, an assignation in security of the Issuer's interest in Scottish Trusts.

Restrictions on Transfers

The Notes have not been, and will not be, registered under the Securities Act or with any securitiesregulatory authority of any state or other jurisdiction of the United States. The offering of the Notes will bemade pursuant to exemptions from the registration provisions of the Securities Act and from state securitieslaws. No Person is obliged or intends to register the Notes under the Securities Act or any state securitieslaws. Accordingly, offers and sales of the Notes are subject to the restrictions described under"SUBSCRIPTION AND SALE".

Reliance on Servicing and Collection Procedures

VWFS, in its capacity as Servicer, will carry out the servicing; collection and enforcement of theReceivables, including foreclosure on the Receivables in accordance with the Servicing Agreement (see"ADMINISTRATION OF THE PURCHASED RECEIVABLES UNDER THE SERVICINGAGREEMENT").

Accordingly, the Noteholders are relying on the business judgment and practices of VWFS as they existfrom time to time, in its capacity as Servicer to collect and enforce claims against the Obligors.

Risk of Change of Servicer

In the event VWFS is replaced as Servicer, there may be losses or delays in processing payments or losseson the Purchased Receivables due to a disruption in servicing during a transfer to a successor Servicer, orbecause the successor Servicer is not as experienced as VWFS. This may cause delays in payments orlosses under the Notes. There is no guarantee that a successor Servicer will provide the servicing at thesame level as VWFS. The Servicer will, however, not be released from its obligations under the ServicingAgreement until a successor Servicer has entered into a new servicing agreement with the Issuer. Asuccessor Servicer is under no obligation to effect advances on expected Collections as outlined belowunder "Commingling Risk".

Conflicts of Interest

VWFS, the Arranger, the Joint Lead Managers, the Managers the Security Trustee and the SwapCounterparty are acting in a number of capacities in connection with the transaction. These parties willhave only those duties and responsibilities expressly agreed to by them in the relevant agreement and willnot, by virtue of their or any of their Affiliates' acting in any other capacity, be deemed to have any otherduties or responsibilities or be deemed to be held to a standard of care other than as expressly providedwith respect to each agreement to which they are a party. The aforementioned parties in their variouscapacities in connection with the Transaction may enter into business dealings from which they may deriverevenues and profits without any duty to account therefore in connection with the transaction.

VWFS in its capacities as Servicer and Seller, and/or its affiliates, in particular, may hold and/or serviceclaims against the Obligors other than the Purchased Receivables. The interests or obligations of theaforementioned parties in their respective capacities with respect to such other claims may in certain

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aspects conflict with the interests of the Noteholders. In addition, VWFS and/or its affiliates will purchasesome or all of the Class A Notes and the Class B Notes on or after the Closing Date for their own accountwith an intention to hold to maturity or to trade. Such Notes held by VWFS and/or its affiliates will not bedisregarded for any purpose and VWFS and/or its affiliates will be free to act in their own commercialinterests in all matters relating to such Notes without regard to whether their interests conflict with those ofany other Noteholders. Such holding or future sale of the Class A Notes and the Class B Notes mayadversely affect the liquidity of the Notes and may also affect the prices of the Notes in the secondarymarket.

The aforementioned parties may engage in commercial relationships, in particular, be lender, providegeneral banking, investment and other financial services to the Obligors and other parties. In suchrelationships the aforementioned parties are not obliged to take into account the interests of theNoteholders. Accordingly, because of these relationships, potential conflicts of interest may arise out of thetransaction.

Commingling Risk

VWFS, as the Servicer, is entitled to commingle funds representing Collections with its own funds duringeach Monthly Period in accordance with the following procedure:

(a) if and so long as the Monthly Remittance Condition is satisfied, VWFS, will be entitled tocommingle funds representing Collections with its own funds during each Monthly Period and willbe required to make a single deposit of such monthly Collections to the Distribution Account oneach Payment Date; and

(b) if and so long as the Monthly Remittance Condition is not satisfied, VWFS, will be entitled tocommingle funds representing Collections with its own funds during each relevant Monthly Periodonly in accordance with the procedure outlined in detail in "ADMINISTRATION OF THEPURCHASED RECEIVABLES UNDER THE SERVICING AGREEMENT - Commingling".

Commingled funds may be used or invested by VWFS at its own risk and for its own benefit until the nextrelevant Payment Date. If VWFS were unable to remit those funds or were to become insolvent, losses ordelays in distributions to Noteholders may occur.

II. RISKS RELATING TO THE NOTES

Risks from reliance on certification by True Sale International GmbH

True Sale International GmbH ("TSI") grants a registered certification label if a special purpose vehicle ora trust managed as a special fund complies with certain TSI conditions. These conditions ensure thatsecuritisations involving a special purpose vehicle or a trust managed as a special fund which is domiciledwithin the European Union or in a country which is an OECD member or partner country adhere to certainquality standards. The label "CERTIFIED BY TSI – DEUTSCHER VERBRIEFUNGSSTANDARD" thusindicates that standards based on the conditions established by TSI have been met. Nonetheless, the TSIcertification is not a recommendation to buy, sell or hold securities. Certification is granted on the basis ofthe declaration of undertaking made by the German parent company of Volkswagen Financial Services(UK) Limited, to comply with the main quality criteria of the "CERTIFIED BY TSI – DEUTSCHERVERBRIEFUNGSSTANDARD" label, in particular with the lending and servicing standards anddisclosure requirements, throughout the duration of the transaction. The certification does not represent anyassessment of the expected performance of the Purchased Receivables in the portfolio or the Notes. (For amore detailed explanation see "CERTIFICATION BY TSI" below.)

TSI has carried out no other investigations or surveys in respect of the Issuer or the Notes and disclaimsany responsibility for monitoring the Issuer’s continuing compliance with the above-mentioned standardsor any other aspect of the Issuer’s activities or operations, which the German parent company ofVolkswagen Financial Services (UK) Limited has agreed to perform.

Investors should therefore not evaluate their securities investments on the basis of this certification.

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Change of Law

The structure of the issue of the Notes and the related transaction is based on German law (including taxlaw) in effect as at the date of this Offering Circular. No assurance can be given as to the impact of anypossible judicial decision or changes to any relevant law, the interpretation thereof or administrativepractice after the date of this Offering Circular.

Political Uncertainty

On 23 June 2016, the United Kingdom held a referendum in which voters were asked to decide whether theUnited Kingdom should remain a member of the European Union or leave the European Union. Theoutcome of the referendum was a vote to leave the European Union. On 29 March 2017, the Government ofthe United Kingdom notified the European Council, in accordance with article 50(2) of the Treaty of theEuropean Union, of the United Kingdom's decision to withdraw from the European Union. Unlessotherwise agreed, the timeframe for such withdrawal is two years from the date of notification or, if earlier,the date of entry into force of a withdrawal agreement. While the United Kingdom is still a member of theEU, EU law will apply . There is uncertainty as to the impact and the outcome of the negotiations with theEU and the United Kingdom's exit from it on general economic conditions in the United Kingdom and theUnited Kingdom’s future relationship with the European Union. As the Volkswagen Group (as definedbelow) conducts business operations in the United Kingdom, no assurance can be given as to the impact ofthe United Kingdom's intention to withdraw from the European Union on the Volkswagen Group. Theoutcome of the UK referendum and the aforementioned notification may have an adverse impact on theVolkswagen Group’s operations, prospects and/or financial condition and no assurance can be given thatsuch matters would not adversely affect the ability of VWFS or the Issuer to satisfy their obligations underthe Transaction Documents, as well as their ability to perform their obligations under the TransactionDocuments. The period of uncertainty may extend for several years beyond the United Kingdom’s formalwithdrawal from the European Union as the United Kingdom’s new trading and other relationships with theEuropean Union, as well as implications for immigration and parliamentary sovereignty, and the rest of theworld are defined.

Market and Liquidity Risk for the Notes

Presently, there is not an active and liquid secondary market for the Notes and there is no guarantee that anactive and liquid secondary market will be established in the near future. Although the Joint LeadManagers or the Managers could establish a secondary market for the Notes, this does not necessarily meanthat they are obliged to do so and any market activity which has been there in the past can be easilyterminated without prior notice. If there are no market activities (i.e. bids and offers) by the Joint LeadManagers or the Managers, it is unlikely that a liquid secondary market will be established. It is thereforenot guaranteed that a secondary market will be established and even if such market is established that itprovides sufficient liquidity to absorb any bids or that any Noteholder will be able to find a buyer for Notesheld by it. Accordingly investors should be prepared to be invested in the Notes until final maturity of therelevant Note.

Noteholders should be aware of the prevailing and widely reported global credit market conditions whichcontinue at the date hereof, and the general lack of liquidity in the secondary market for instruments similarto the Notes. Specifically, the secondary markets have experienced disruptions resulting from reducedinvestor demand for asset-backed securities and increased investor yield requirements for those securities.As a result, the secondary market for asset-backed securities has experienced extremely limited liquiditywhich has had a severe adverse effect on the market value of asset-backed securities such as the Notes.Limited liquidity in the secondary market for asset-backed securities may continue to have a severe adverseeffect on the market value of asset-backed securities, especially those securities that are more sensitive toprepayment, credit or interest rate risk and those securities that have been structured to meet the investmentrequirements of limited categories of investors. Consequently, any purchaser of the Notes must be preparedto hold such Notes for an indefinite period of time or until final redemption or maturity of such Notes. Themarket values of the Notes are likely to fluctuate and may decrease. Any such fluctuation may besignificant and could result in significant losses to investors in the Notes. In addition, the forced sale intothe market of asset-backed securities held by structured investment vehicles, hedge funds, issuers ofcollateralised debt obligations and other similar entities that are currently experiencing funding difficultiescould adversely affect an investor's ability to sell, and/or the price an investor receives for, the Notes in thesecondary market.

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To facilitate the continuous valuation and the trading of the Notes, the Issuer will, pursuant to theConditions, publish or procure the publication of a figure each month (the "Notes Factor") for each Classof Notes, which is the ratio of the aggregate nominal amount of each Class of Notes then outstanding andthe original principal amount of such Class of Notes.

Losses on the Purchased Receivables

The risk for the Class A Noteholders that they will not receive the amount due to them under the Class ANotes as stated in this Offering Circular is covered up to the General Cash Collateral Amount, by theinvestment of principal of the Class B Notes and the Subordinated Lender due to the subordination of theClass B Notes and the Subordinated Loan to the Class A Notes and by the excess of the AggregateDiscounted Receivables Balance over the sum of the total nominal amounts of the Class A Notes, the ClassB Notes and the Subordinated Loan.

The risk for the Class B Noteholders that they will not receive the amount due to them under the Class BNotes as stated in this Offering Circular is covered up to the General Cash Collateral Amount to the extentthe Class A Noteholders are not entitled to such amounts, by the investment of the Subordinated Lenderdue to the subordination of the Subordinated Loan to the Class A Notes and the Class B Notes and by theexcess of the Aggregate Discounted Receivables Balance over the sum of the total nominal amounts of theClass A Notes, the Class B Notes and the Subordinated Loan.

There is no assurance that the Class A Noteholders will receive for each Class A Note the nominal amountof GBP 340,200,000 plus interest at the Class A Notes Interest Rate nor that the distributions which aremade will correspond to the monthly payments originally agreed upon in the underlying FinancingContracts.

There is no assurance that the Class B Noteholders will receive for each Class B Note the nominal amountof GBP 29,200,000 plus interest at the Class B Notes Interest Rate nor that the distributions which aremade will correspond to the monthly payments originally agreed upon in the underlying FinancingContracts.

Responsibility of Prospective Investors

The purchase of Notes is only suitable for investors that have adequate knowledge and experience in suchstructured investments and have the necessary background and resources to evaluate all risks related withthe investment that are able to bear the risk of loss of their investment (up to a total loss of the investment)without the necessity to liquidate the investment in the meantime and that are able to assess the tax aspectsof such investment independently.

Furthermore, each potential investor should on the basis of its own and independent investigation and helpof its professional advisors (the consultation of which the investor may deem necessary) be able to assess ifthe investment in the Notes is in compliance with its financial requirements, targets and situation (or if it isacquiring the Notes in a fiduciary capacity, the beneficiary's), is in compliance with its principles forinvestments, guidelines or any restrictions applicable to it arising from legal investment laws andregulations or review or regulation by certain authorities (regardless of whether it acquires the Notes foritself or as a trustee) and is an appropriate investment for the purchaser (or for any beneficiary if acting as atrustee), notwithstanding the risks of such investment.

Risks in connection with the application of the German Debenture Act (Gesetz überSchuldverschreibungen aus Gesamtemissionen)

A Noteholder is subject to the risk to be outvoted and to lose rights towards the Issuer against his will inthe case that the Noteholders agree pursuant to the Conditions to amendments of the Conditions bymajority vote according to the German Debenture Act (Gesetz über Schuldverschreibungen ausGesamtemissionen) (German Act on Debt Securities of Entire Issues).The German Debenture Act providesfor a majority of 50 per cent of the aggregate outstanding principal amount of the outstanding notes of agiven class, unless such vote relates to:

(a) amendments to the due dates, reduction or waiver of interest payable on the notes,

(b) amendments to the maturity of the principal of the notes,

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(c) a reduction of the principal of the notes,

(d) the subordination of the notes in insolvency proceedings against the Issuer,

(e) the conversion of the notes into equity, other securities or other undertakings,

(f) the replacement or release of security,

(g) amendments to the currency of the notes,

(h) a waiver or limitation of a noteholder's termination rights,

(i) a replacement of the Issuer, and

(j) amendments to the Trust Agreement,

in which case a majority requires 75 per cent of the aggregate outstanding principal amount of theoutstanding notes of a given class. In the case of an appointment of a Noteholder's representative for allNoteholders a particular Noteholder may lose, in whole or in part, the possibility to enforce and claim hisrights against the Issuer regardless of other Noteholders.

Reform of LIBOR Determinations

Financial market reference rates and their calculation and determination procedures have come under closepublic scrutiny in recent years. Starting in 2009, authorities in jurisdictions such as the European Union,the United States, Japan and others have investigated cases of alleged misconduct around the rate-setting ofLIBOR and other reference rates. A number of initiatives to reform reference rate-setting have beenlaunched as a consequence by the regulatory and supervisory communities as well as the financial markets.

At a European Union institutional level, Regulation (EU) 2016/1011 of the European Parliament and of theCouncil of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or tomeasure the performance of investment funds has been published in the Official Journal of the EuropeanUnion (the "Benchmark Regulation"). The Benchmark Regulation entered into force on 30 June 2016 andwill apply from January 2018.

At a United Kingdom level, certain reforms have already been adopted, including the replacement of theBritish Bankers' Association with ICE Benchmark Administration Limited ("IBA") as the newadministrator of LIBOR.

In a speech on 27 July 2017, Andrew Bailey, the Chief Executive of the FCA, announced the FCA’sintention to cease sustaining LIBOR from the end of 2021.

The FCA has statutory powers to compel panel banks to contribute to LIBOR where necessary. The FCAhas decided not to ask, or to require, that panel banks continue to submit contributions to LIBOR beyondthe end of 2021. The FCA has indicated that the current panel banks will voluntarily sustain LIBOR untilthe end of 2021. The FCA’s intention is that after 2021, it will no longer be necessary for the FCA topersuade, or to compel, banks to submit to LIBOR. The FCA does not intend to sustain LIBOR throughusing its influence or legal powers beyond that date.

It is possible that the LIBOR administrator, IBA, and the panel banks could continue to produce LIBOR onthe current basis after 2021, if they are willing and able to do so. However, the survival of LIBOR in itscurrent form, or at all, is not guaranteed after 2021.

It is not possible to ascertain as at the date of this Offering Circular (i) what the impact of these initiativesand the reforms will be on the determination of LIBOR in the future, which could adversely affect thevalue of the Notes, (ii) how such changes may impact the determination of LIBOR for the purposes of theNotes and the Swap Agreements, (iii) whether any changes will result in a sudden or prolonged increase ordecrease in LIBOR rates or (iv) whether such changes will have an adverse impact on the liquidity or themarket value of the Notes and the payment of interest thereunder.

Investors should note that if any of the relevant LIBOR benchmarks referenced in the definition of LIBORis discontinued, LIBOR will be determined by the Interest Determination Agent in accordance withCondition 7.3 (Payments of Interest) and the definition of LIBOR.

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Interest Rate Risk / Risk of Swap Counterparty Insolvency

Noteholders may be subject to interest rate risk

Payments in respect of the Purchased Receivables made to the Seller by an Obligor under a FinancingContract comprise monthly amounts calculated with respect to a fixed interest rate which may be differentto LIBOR, which is the rate of interest (plus a margin) payable on the Class A and Class B Notes.

The Issuer intends to enter into two interest rate swap agreements, in respect of the Class A Notes and inrespect of the Class B Notes (the "Class A Swap Agreement" and the "Class B Swap Agreement"respectively, and together "Swap Agreement"). On each Payment Date, the Issuer will pay to the Class ASwap Counterparty interest payments calculated on the basis of 0.942 per cent. and will receive paymentscalculated on the basis of LIBOR plus the Class A Interest Margin, calculated with respect to the swapnotional amount which is equal to the outstanding Notes balance on the immediately preceding PaymentDate. On each Payment Date, the Issuer will pay to the Class B Swap Counterparty interest paymentscalculated on the basis of 1.37 per cent. and will receive payments calculated on the basis of LIBOR plusthe Class B Interest Margin, calculated with respect to the swap notional amount which is equal to theoutstanding Notes balance on the immediately preceding Payment Date.

During those periods in which the floating rate payable by the Swap Counterparty under the SwapAgreement is substantially greater than the fixed rate payable by the Issuer under the Swap Agreement, theIssuer will be more dependent on receiving payments from the Swap Counterparty in order to make interestpayments on the Notes. If the Swap Counterparty fails to pay any amounts when due under the SwapAgreement, the Collections from Purchased Receivables and the General Cash Collateral Amount may beinsufficient to make the required payments on the Notes and the Noteholders may experience delays and/orreductions in the interest and principal payments on the Notes.

During periods in which the floating rate payable by the Swap Counterparty under the Swap Agreement isless than the fixed rate payable by the Issuer under the Swap Agreement, the Issuer will be obliged to makea payment to the Swap Counterparty. The Swap Counterparty's claims for payment (including certaintermination payments required to be made by the Issuer upon a termination of a Swap Agreement) underthe Swap Agreement will be higher in priority than all payments on the Notes. If a payment under theSwap Agreement is due to the Swap Counterparty on any Payment Date, the Purchased Receivables andthe General Cash Collateral Amount may be insufficient to make the required payments on the Notes andthe Noteholders may experience delays and/or reductions in the interest and principal payments under theNotes.

Termination of the Swap Agreements

The Swap Counterparty may terminate a Swap Agreement if, among other things, the Issuer becomesinsolvent, the Issuer fails to make a payment under the Swap Agreement when due and such failure is notremedied within the period of time specified in the relevant Swap Agreement, performance of the SwapAgreement becomes illegal, an Enforcement Event occurs under the Trust Agreement, payments to therespective Swap Counterparty are reduced or payments from the respective Swap Counterparty areincreased for a set period of time due to tax reasons or the Clean-Up Call Option is exercised. The Issuermay terminate a Swap Agreement if, among other things, such Swap Counterparty becomes insolvent, suchSwap Counterparty fails to make a payment under the Swap Agreement when due and such failure is notremedied within three (3) Business Days of notice of such failure being given, performance of the SwapAgreement becomes illegal or payments to the Issuer are reduced or payments from the Issuer areincreased due to tax for a period of time. The transaction under the Swap Agreement will terminate uponredemption of the Notes in full.

The Issuer is exposed to the risk that a Swap Counterparty may become insolvent or may suffer from aratings downgrade. In the event that a Swap Counterparty suffers a ratings downgrade and ceases to be anEligible Swap Counterparty, the Issuer may terminate the related Swap Agreement if such SwapCounterparty fails, within a set period of time, to take certain actions intended to mitigate the effects ofsuch downgrade. Such actions could include such Swap Counterparty collateralising its obligations as areferenced amount calculated in accordance with a credit support annex to the 2002 ISDA MasterAgreement, transferring its obligations to a replacement Swap Counterparty or procuring a guarantee.However, in the event such Swap Counterparty is downgraded there can be no assurance that a guarantor

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or replacement Swap Counterparty will be found or that the amount of collateral will be sufficient to meetthe Swap Counterparty's obligations.

Termination payment priorities and subordination

Generally, a swap transaction under a Swap Agreement may only be terminated early upon the occurrenceof certain events of default or termination events set forth in such Swap Agreement.

In the event that a Swap Agreement is terminated by either party due to an event of default or a terminationevent, then depending upon the market value of the swap a termination payment may be due to the Issuer orto the Swap Counterparty. Any such termination payment could, if market interest rates and otherconditions have changed materially, be substantial. Under certain circumstances, termination paymentsrequired to be made by the Issuer to such Swap Counterparty will rank higher in priority than all paymentson the Notes. In such event, the Purchased Receivables and the General Cash Collateral Amount may beinsufficient to satisfy the required payments under the relevant Notes and the Noteholders may experiencedelays and/or reductions in the interest and principal payments due in respect of the Notes.

If a Swap Agreement is terminated by either party or the Swap Counterparty becomes insolvent, the Issuermay not be able to enter into a replacement Swap Agreement immediately or at all. To the extent areplacement swap is not on a timely basis entered into, the amount available to pay the principal of andinterest under the Notes will be reduced if the interest rates under such Notes exceed the rate the Issuerwould have been required to pay the Swap Counterparty under the terminated Swap Agreement. Underthese circumstances the Purchased Receivables and the General Cash Collateral Amount may beinsufficient to make the required payments on the Notes and the Noteholders may experience delays and/orreductions in the interest and principal payments on the Notes.

In the event of the insolvency of a Swap Counterparty, the Issuer will be treated as a general creditor ofsuch Swap Counterparty and is consequently subject to the credit risk of such Swap Counterparty. Tomitigate this risk, under the terms of each Swap Agreement, the Swap Counterparty will be obliged to postcollateral or take an alternative remedy in accordance with the terms of the Swap Agreement in the eventthat the relevant ratings of such Swap Counterparty fall below certain levels (which are set out in the SwapAgreements and described in further detail in the section entitled “KEY MINIMUM REQUIRED RATINGDURING THE TERM OF THE TRANSACTION” above) while the Swap Agreement is outstanding.However, no assurance can be given that sufficient collateral will be available to the Swap Counterpartysuch that it is able to post collateral in accordance with the requirements of the relevant Swap Agreementor that the collateral will be posted on time in accordance with the relevant Swap Agreement. If the SwapCounterparty fails to post sufficient collateral, there is a risk that the Issuer will have insufficient funds tomake payments on the Notes.

In the event that the relevant ratings of the Swap Counterparty are below certain levels (which are set out inthe Swap Agreements and described in further detail in the section entitled “KEY MINIMUM REQUIREDRATING DURING THE TERM OF THE TRANSACTION” above) while the Swap Agreement isoutstanding, the Swap Counterparty will, in accordance with the terms of the applicable Swap Agreement,be required to elect to take certain remedial measures within the applicable time frame stipulated in theapplicable Swap Agreement (at its own cost) which may include providing collateral in support of itsobligations under the Swap Agreement, arranging for its obligations under the applicable Swap Agreementto be transferred to an entity which is an Eligible Swap Counterparty, procuring another entity which is anEligible Swap Counterparty to become co-obligor or guarantor in respect of its obligations under theapplicable Swap Agreement, or taking such other action as required to maintain or restore the rating of theClass A Notes and Class B Notes. However, no assurance can be given that, at the time that such actionsare required, sufficient collateral will be available to the Swap Counterparty for posting or that anotherentity which is an Eligible Swap Counterparty will be available to become a replacement swapcounterparty, co-obligor or guarantor or that the Swap Counterparty will be able to take the requisite otheraction. If the remedial measures following a downgrade of the Swap Counterparty below the level of anEligible Swap Counterparty are not taken within the applicable time frames, this will permit the Issuer toterminate the Swap Agreement early.

There is uncertainty as to the validity and/or enforceability of a provision which (based on contractualand/or trust principles) subordinates certain payment rights of a creditor to the payment rights of othercreditors of its counterparty upon the occurrence of insolvency proceedings relating to that creditor. Inparticular, recent cases have focused on provisions involving the subordination of a swap counterparty's

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payment rights in respect of certain termination payments upon the occurrence of insolvency proceedingsor other default on the part of such counterparty. Such provisions are similar in effect to the terms includedin the Transaction Documents relating to the subordination of certain payments under a Swap Agreement.

The Supreme Court of the United Kingdom in Belmont Park Investments PTY Limited (Respondent) v BNYCorporate Trustee Services Limited and Lehman Brothers Special Financing Inc [2011] UKSC 38unanimously upheld the decision of the Court of Appeal in upholding the validity of similar post-enforcement "flip" priorities of payment (a so-called "flip clause"), stating that, provided that suchprovisions formed part of a commercial transaction entered into in good faith which did not have, as itspredominant purpose or one of its main purposes, the deprivation of the property of one of the parties onbankruptcy, the anti-deprivation principle was not breached by such provisions. On that basis, suchprovisions would be enforceable as a matter of English law.

In parallel proceedings in New York, Judge Peck of the U.S. Bankruptcy Court for the Southern District ofNew York granted Lehman Brothers Special Finance Inc.'s motion for summary judgement on the basisthat the effect was that the provisions do infringe the anti-deprivation principle in a U.S. insolvency. JudgePeck acknowledged that this resulted in the U.S. courts coming to a decision "directly at odds with thejudgement of the English Courts". Subsequently, that same court distinguished its prior decisions in a June2016 opinion, Lehman Brothers Special Financing Inc. v Bank of America National Association, et al. (No.10-03547 (SCC)) (In re Lehman Bros. Holdings, Inc.). In that case, the court found, among other things,that provisions in a swap agreement that established the priority of distributions to a swap participant at thetime an early termination occurred resulting from the filing of a bankruptcy case, were not prohibited ipsofacto clauses under the U.S. Bankruptcy Code and were enforceable against the debtor. In contrast, in thecourt’s prior decisions, the priorities at issue there were established at the time the swaps were entered intoand then later reversed as a result of an early termination caused by the filing of a bankruptcy case.

Therefore, the court held in those cases that such provisions were prohibited ipso facto clauses. Consistentwith its prior rulings, the court also ruled in its June 2016 decision that certain other transactions at issue inthat case involving the reversing of pre-determined priorities resulting from the filing of a bankruptcy casealso violated the ipso facto prohibitions under the U.S. Bankruptcy Code

However, this is an aspect of cross border insolvency law which remains untested. So whilst the priorityissue is considered largely resolved in England and Wales, concerns still remain that the English and U.S.courts will diverge in their approach which, in the case of an unfavourable decision in the U.S., mayadversely affect the Issuer's ability to make payments on the Notes. In contrast, a U.S. Bankruptcy Courthas held in two separate cases that such a subordination provision is unenforceable under U.S. bankruptcylaw and that any action to enforce such provision may violate the automatic stay which applies under suchlaw in the case of a U.S. bankruptcy of the counterparty.

If a creditor of the Issuer (such as the Swap Counterparty) or a related entity becomes subject to insolvencyproceedings in any jurisdiction outside England and Wales (including, but not limited to, the US), and it isowed a payment by the Issuer, a question arises as to whether the insolvent creditor or any insolvencyofficial appointed in respect of that creditor could successfully challenge the validity and/or enforceabilityof subordination provisions included in the Transaction Documents (such as a provision of the relevantOrder of Priority which refers to the ranking of the Swap Counterparty's rights in respect of certainamounts under the Swap Agreements). In particular, based on the decision of the US Bankruptcy Courtreferred to above, there is a risk that such subordination provisions would not be upheld under USbankruptcy law. Such laws may be relevant in certain circumstances with respect to a range of entitieswhich may act as a Swap Counterparty, including US established entities and certain non-US establishedentities with assets or operations in the US (although the scope of any such proceedings may be limited ifthe relevant non-US entity is a bank with a licensed branch in a US state). In general, if a subordinationprovision included in the Transaction Documents was successfully challenged under the insolvency laws ofany relevant jurisdiction outside England and Wales and any relevant foreign judgment or order wasrecognised by the English courts, there can be no assurance that such actions would not adversely affect therights of the Noteholders, the market value of the Notes and/or the ability of the Issuer to satisfy itsobligations under the Notes.

Given the general relevance of the issues under discussion in the judgments referred to above and that theTransaction Documents include terms providing for the subordination of certain payments under the SwapAgreements, there is a risk that the final outcome of the dispute in such judgments (including any

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recognition action by the English courts) may result in negative rating pressure in respect of the Notes. Ifany rating assigned to any of the Notes is lowered, the market value of such Notes may reduce.

Ratings of each Class of Notes

Each rating assigned to any Class of Notes by the Rating Agencies take into consideration the structuraland legal aspects associated with the notes and the underlying Purchased Receivables, the credit quality ofthe Purchased Receivables, the extent to which the Obligors' payments under the Purchased Receivablesare adequate to make the payments required under the Notes as well as other relevant features of thestructure, including, inter alia, the credit situation of the Swap Counterparty, the Account Bank, the Sellerand the Servicer (if different). Each Rating Agency's rating reflects only the view of that Rating Agency.Each rating assigned to any Class of Notes assigned by the Rating Agencies addresses the likelihood of fulland timely payment to the Noteholders of all payments of interest on the Notes on each Payment Date andthe ultimate payment of principal on the Final Maturity Date of the Notes and takes into consideration thecharacteristics of the Purchased Receivables and the structural, legal, tax and Issuer-related aspectsassociated with the Notes.

Further, the Rating Agencies may revise their rating methodologies which could result in ratings assignedto contractual counterparties to be lowered or withdrawn.

The Issuer has not requested a rating of any Class of Notes by any rating agency other than the RatingAgencies. However, rating organisations other than the Rating Agencies may seek to rate any Class ofNotes and, if such "shadow ratings" or "unsolicited ratings" are lower than the comparable ratings assignedto such Class of Notes by the Rating Agencies, such shadow or unsolicited ratings could have an adverseeffect on the value of any Class of Notes. Future events, including events affecting the Account Bank, theSeller and the Servicer (if different) could also have an adverse effect on the rating of any Class of Notes.

A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision orwithdrawal at any time by the rating organisation. The ratings assigned to any Class of Notes should beevaluated independently from similar ratings on other types of securities. There is no assurance that theratings will continue for any period of time or that they will not be lowered, reviewed, suspended orwithdrawn by the Rating Agencies. In the event that the ratings initially assigned to any Class of Notes bythe Rating Agencies are subsequently withdrawn or lowered for any reason, no person or entity is obligedto provide any additional support or credit enhancement to the Notes.

Liability and Limited Recourse under the Notes and the Subordinated Loan

The Notes and the Subordinated Loan represent obligations of the Issuer acting for and on behalf of itsCompartment Driver UK six only, and do not represent obligations of the Arranger, the Joint LeadManagers the Managers, the Security Trustee, VWFS or Volkswagen AG or any of its Affiliates (togetherthe "Volkswagen Group") or any affiliate of the Issuer or any other third person or entity. Neither theArranger, nor the Joint Lead Managers nor the Managers, nor the Security Trustee, nor VWFS, nor theVolkswagen Group, nor any Affiliate of the Issuer, nor any other third person or entity, assumes anyliability to the Noteholders if the Issuer, acting for and on behalf of its Compartment Driver UK six only,fails to make a payment due under the Notes or the Subordinated Loan.

All payment obligations of the Issuer acting for and on behalf of its Compartment Driver UK six under theNotes and the Subordinated Loan constitute limited recourse obligations to pay only the AvailableDistribution Amount which includes, inter alia, amounts received by the Issuer under the PurchasedReceivables and under the other Transaction Documents. The Available Distribution Amount may not besufficient to pay amounts accrued under the Notes, which may result in an Interest Shortfall as defined inthe Master Definitions Schedule, however, an Interest Shortfall other than non-payment of interest on themost senior Class of the Notes will not constitute a Foreclosure Event as defined in Clause 17.1(Foreclosure on the Security; Foreclosure Event) of the Trust Agreement. The Notes shall not give rise toany payment obligation in addition to the foregoing. The enforcement of the payment obligations under theNotes and the Subordinated Loan shall only be effected by the Security Trustee in accordance with theTrust Agreement. A Foreclosure Event will, following the service of an Enforcement Notice by theSecurity Trustee, result in the enforcement of the collateral held by the Security Trustee. If the SecurityTrustee enforces the claims under the Notes and/or the Subordinated Loan, such enforcement will belimited to those assets which were transferred to the Security Trustee and to any other assets of the Issuer.To the extent that such assets, or the proceeds of the realisation thereof, prove ultimately insufficient to

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satisfy the claims of all Noteholders or the Subordinated Lender in full, then any shortfall arising shall beextinguished and neither any Noteholder, nor the Security Trustee shall have any further claims against theIssuer. Such assets and proceeds shall be deemed to be "ultimately insufficient" at such time when nofurther assets are available and no further proceeds can be realised therefrom to satisfy any outstandingclaims of the Noteholders, and neither assets nor proceeds will be so available thereafter.

If any of the events which require the Security Trustee to take action should occur, the Security Trusteewill have legal access to the Security (see the section "TRUST AGREEMENT" below) only. The SecurityTrustee itself is not a guarantor, nor have any guarantees been given by other Transaction Parties, withrespect to which the Security Trustee could assert claims on behalf of the Noteholders and/or theSubordinated Lender.

Taxation

The Issuer will not provide for gross-up of payments in the event that the payments on the Notes becomesubject to withholding taxes. See "ABSTRACT OF THE CONDITIONS OF THE NOTES – Taxes".

Transactions on the Notes could be subject to the European financial transaction tax, if adopted

On 14 February 2013, the EU Commission adopted a proposal (the "Commission's Proposal") for aCouncil Directive on a common financial transaction tax ("FTT") in Austria, Belgium, Estonia, France,Germany, Greece, Italy, Portugal, Slovakia, Slovenia and Spain (the "participating Member States").However, Estonia has since stated that it will not participate.

The Commission's Proposal has very broad scope and could, if introduced, apply to certain dealings in theNotes (including secondary market transactions) in certain circumstances.

Under the Commission’s Proposal the FTT could apply in certain circumstances to persons both within andoutside of the participating Member States. Generally, it would apply to certain dealings in the Noteswhere at least one party is a financial institution, and at least one party is established in a participatingMember State. A financial institution may be, or be deemed to be, "established" in a participating MemberState in a broad range of circumstances, including (a) by transacting with a person established in aparticipating Member State or (b) where the financial instrument which is subject to the dealings is issuedin a participating Member State.

However, the FTT remains subject to negotiation between participating Member States. It may therefore bealtered prior to any implementation, the timing of which remains unclear. Additional EU Member Statesmay decide to participate.

Prospective holders of the Notes are advised to seek their own professional advice in relation to theFTT.

U.S. Foreign Account Tax Compliance Act

Pursuant to certain provisions of the U.S. Internal Revenue Code of 1986, commonly known as FATCA, a"foreign financial institution" may be required to withhold on certain payments it makes ("foreignpassthru payments") to persons that fail to meet certain certification, reporting or related requirements.The Issuer may be a foreign financial institution for these purposes.

A number of jurisdictions (including Germany, Luxembourg and the United Kingdom) have entered into,or agreed in substance to, intergovernmental agreements with the United States to implement FATCA("IGAs"), which modify the way in which FATCA applies in their jurisdictions. Under the provisions ofthe IGAs as currently in effect, a foreign financial institution in an IGA jurisdiction would generally not berequired to withhold under FATCA or an IGA from payments that it makes.

Certain aspects of the application of the FATCA provisions and IGAs to instruments such as the Notes,including whether withholding would ever be required pursuant to FATCA or an IGA with respect topayments on instruments such as the Notes, are uncertain and may be subject to change. Even ifwithholding would be required pursuant to FATCA or an IGA with respect to payments on instrumentssuch as the Notes, such withholding would not apply prior to 1 January 2019 and Notes characterised asdebt (or which are not otherwise characterised as equity and have a fixed term) for U.S. federal taxpurposes that are issued on or prior to the date that is six months after the date on which final regulations

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defining "foreign passthru payments" are filed with the U.S. Federal Register generally would be"grandfathered" for the purposes of FATCA withholding unless materially modified after such date(including by reason of a substitution of the Issuer). In the event any withholding would be requiredpursuant to FATCA or an IGA with respect to payments on the Notes, no person will be required to payadditional amounts as a result of the withholding.

Prospective holders of the Notes should consult their own tax advisers with respect to the FATCArules and the application of FATCA to such holder in light of such holder's individual circumstances.

Regulatory Risks

European Market Infrastructure Regulation (EMIR)

Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTCderivatives, central counterparties and trade repositories, known as the European Market InfrastructureRegulation ("EMIR") came into force on 16 August 2012.

On 19 December 2012, the European Commission adopted nine of ESMA's Regulatory TechnicalStandards (the "Adopted RTS") and Implementing Technical Standards (the "Adopted ITS") on OTCDerivatives, CCPs and Trade Repositories (the Adopted RTS and Adopted ITS together being the"Adopted Technical Standards"), which included technical standards on clearing, reporting and riskmitigation (see further below). The Adopted ITS were published in the Official Journal of the EuropeanUnion on 21 December 2012 and entered into force on 10 January 2013 (although certain of the provisionsthereof only took effect once the associated regulatory technical standards entered into force). TheAdopted RTS were published in the Official Journal of the European Union on 23 February 2013 andentered into force on 15 March 2013.

EMIR introduces certain requirements in respect of OTC derivative contracts applying to financialcounterparties ("FCPs"), such as investment firms, credit institutions and insurance companies and certainclasses of non-financial counterparties ("Non-FCPs"). Such requirements include, amongst other things,the mandatory clearing of certain OTC derivative contracts (the "Clearing Obligation") through anauthorised central counterparty (a "CCP"), the reporting of OTC derivative contracts to a trade repository(the "Reporting Obligation") and certain risk mitigation requirements (including the requirement to postinitial and variation margin) in relation to OTC derivative contracts which are not centrally cleared (the"Risk Mitigation Obligations").

The Clearing Obligation applies to FCPs and certain Non-FCPs which have positions in OTC derivativecontracts exceeding specified 'clearing thresholds' (such Non-FCPs, "NFC+s"). Such OTC derivativecontracts also need to be of a class of derivative which has been designated by ESMA as being subject tothe Clearing Obligation. As at the date of this Offering Circular, ESMA has proposed certain classes ofinterest rate derivatives, credit derivatives and non-deliverable forwards to be subject to the ClearingObligation. In relation to interest rate derivatives, the Delegated Regulation containing the RegulatoryTechnical Standards on central clearing for interest rate derivatives ("Central Clearing RTS"), which waspublished in the Official Journal of the European Union on 1 December 2015 and took effect as of 21December 2015. In relation to certain classes of interest rate derivatives denominated in Swedish krona,Polish zloty or Norwegian Krone, the Delegated Regulation containing the Regulatory Technical Standardson the central clearing for certain classes of interest rate derivatives denominated in those currencies waspublished in the Official Journal of the European Union on 20 July 2016 and the first clearing obligationsstart on 9 February 2017. On the basis of the Adopted Technical Standards, it is likely that the Issuer willbe treated as a Non-FCP for the purposes of EMIR and the swap transactions to be entered into by it on theIssue Date will not exceed the "clearing threshold" and therefore should not be subject to the ClearingObligation.

A CCP will be used to meet the Clearing Obligation by interposing itself between the counterparties to theeligible OTC derivative contracts. For the purposes of satisfying the Clearing Obligation, EMIR requiresderivative counterparties to become clearing members of a CCP, a client of a clearing member or tootherwise establish indirect clearing arrangements with a clearing member. Each derivative counterpartywill be required to post both initial and variation margin to the clearing member (which in turn will itselfbe required to post margin to the CCP). EMIR requires CCPs to only accept highly liquid collateral withminimal credit and market risk, which is defined in the Adopted Technical Standards to include cash incertain currencies, gold and highly rated government bonds.

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The Reporting Obligation applies to all types of counterparties and covers the entry into, modification ortermination of cleared and non-cleared derivative contracts which were entered into (i) before 16 August2012 and which remain outstanding on 16 August 2012, or (ii) on or after 16 August 2012. The details ofall such derivative contracts (including details of any collateral posted) are required to be reported to atrade repository. It will therefore apply to the Swap Agreements and any replacement swap agreements.

FCPs and Non-FCPs which enter into non-cleared derivative contracts must ensure that appropriateprocedures and arrangements are in place to measure, monitor and mitigate operational and counterpartycredit risk. Such procedures and arrangements include, amongst other things, the timely confirmation of theterms of a derivative contract and formalised processes to reconcile trade portfolios, identify and resolvedisputes and monitor the value of outstanding contracts. In addition, FCPs and those Non-FCPs whichexceed the specified clearing thresholds must also mark-to-market the value of their outstanding derivativecontracts on a daily basis and have risk-management procedures that require the timely, accurate andappropriately segregated exchange of collateral. In relation to certain classes of interest rate derivativesdenominated in Swedish krona, Polish zloty or Norwegian Krone, the Delegated Regulation containing theRegulatory Technical Standards on the central clearing for certain classes of interest rate derivativesdenominated in those currencies was published in the Official Journal of the European Union on 20 July2016 and the first clearing obligations start on 9 February 2017.

The EU regulatory framework and legal regime relating to derivatives is set not only by EMIR but also bythe directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets infinancial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (together known as"MiFID II") and Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 (("MiFIR" togetherwith MiFiD II "MiFiD II / MiFIR") which were published in the EU Official Journal on 12 June 2014 andentered into force on 2 July 2014. MiFIR is a Level -1 regulation and requires secondary rules for fullimplementation of all elements. The implementing measures that supplement MiFIR will take the form ofdelegated acts and technical standards. On 23 April 2014 the Commission asked ESMA to producetechnical advice on the necessary delegated acts. On 22 May 2014 ESMA launched its consultation processwhich is on-going. It has recently been decided that the application of MiFID II / MiFIR in EU memberstates will be postponed and that the relevant rules will apply from 3 January 2018 rather than 3 January2017 as originally envisaged.

Prospective investors should be aware that the regulatory changes arising from EMIR and MiFID II /MiFIR may in due course significantly raise the costs of entering into derivative contracts and mayadversely affect the Issuer's ability to engage in transactions in OTC derivatives. As a result of suchincreased costs or increased regulatory requirements, investors may receive less interest or return, as thecase may be. Investors should be aware, however, that such risks are material and that the Issuer could bematerially and adversely affected thereby. As such, investors should consult their own independentadvisers and make their own assessment about the potential risks posed by EMIR, technical standardsmade thereunder (including the Adopted Technical Standards), the MIFID II /MiFIR in making anyinvestment decision in respect of the Notes.

In addition, the application of some of the EMIR provisions and the EMIR technical standards remainuncertain and being that additional technical standard or amendments to the existing EMIR provisions maycome into effect in due course, prospective investors should be aware that the relevant TransactionDocuments may need to be amended during the course of the Transaction, without the consent of anyNoteholder, to ensure that the terms thereof and the parties obligations thereunder are in compliance withEMIR and/or the then subsisting EMIR technical standards.

It should also be noted that further changes may be made to the EMIR framework in the context of theEMIR review process, including in respect of counterparty classification. In this regard, on 4 May 2017, theEuropean Commission has published legislative proposals providing for certain amendments to EMIR suchthat they are classified as FCPs. If the proposals are adopted in their current form, the classification ofcertain counterparties under EMIR would change including with respect to certain entities such as theIssuer. It is not clear when, and in what form, the legislative proposals (and any corresponding technicalstandards) will be adopted and will become applicable. In addition, the compliance position under anyadopted amended framework of swap transactions entered into prior to adoption is uncertain. No assurancescan be given that any changes made to EMIR would not cause the status of Issuer to change and lead tosome or all of the potentially adverse consequences outlined above.

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Basel Capital Accord and regulatory capital requirements

The regulatory capital framework published by the Basel Committee on Banking Supervision (the "BaselCommittee") in 2006 (the "Basel II framework") has not been fully implemented in all participatingcountries. The implementation of the framework in relevant jurisdictions may affect the risk-weighting ofthe Notes for investors who are or may become subject to capital adequacy requirements that follow theframework. The Basel Committee has subsequently approved significant changes and extensions to theBasel II framework (such changes and extensions being commonly referred to as "Basel III"), includingnew capital and liquidity requirements intended to reinforce capital standards and to establish minimumliquidity standards for credit institutions. In particular, the changes refer to, amongst other things, newrequirements for the capital base (including an increase in the minimum Tier 1 capital requirement),measures to strengthen the capital requirements for counterparty credit exposures arising from certaintransactions and the introduction of a leverage ratio as well as short-term and longer-term standards forfunding liquidity (the latter being referred to as the "Liquidity Coverage Ratio" and the "Net StableFunding Ratio", respectively). The European Union authorities have now incorporated the Basel IIIframework into EU law, primarily through Directive 2013/36/EU of the European Parliament and of theCouncil of 26 June 2013 on access to the activity of credit institutions and the prudential supervision ofcredit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives2006/48/EC and 2006/49/EC (Capital Requirements Directive - "CRD") and the Regulation (EU) No575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements forcredit institutions and investment firms and amending Regulation (EU) No 648/2012 (CapitalRequirements Regulation - "CRR") known as "CRD IV-Package", which generally entered intoapplication in the EU on 1 January 2014. It should be noted that, whilst the provisions of the CRD wererequired to be incorporated into the domestic law of each EU member state, the CRR has direct effect, anddoes not need to be implemented into the relevant national law. Additionally, in accordance with Article460 of the CRR, on 17 January 2015, the Commission Delegated Regulation (EU) 2015/61 of 10 October2014 to supplement Regulation (EU) No 575/2013 of the European Parliament and the Council with regardto liquidity coverage requirement for Credit Institutions (the "LCR Regulation") was published in theOfficial Journal of the European Union; this subsequently entered into application on 1 October 2015. TheLCR Regulation sets out assumed asset inflow and outflow rates to better reflect actual experience in timesof stress. Further, it sets out the EU application of the Liquidity Coverage Ratio, and defines specificcriteria for assets to qualify as "high quality liquid assets", the market value of which shall be used bycredit institutions for the purposes of calculating its relevant Liquidity Coverage Ratio. As the LCRRegulation is relatively new, and given the lack of EU-level guidance on the interpretation of the LCRRegulation, no assurance can be given as to whether the Notes qualify as high quality liquid assets in eachparticipating country and the Issuer makes no representation as to whether such criteria are met by theNotes. It should also be noted that, although the Liquidity Coverage Ratio entered into general applicationwith the remainder of the LCR Regulation on 1 October 2015 under certain transitional provisions theminimum liquidity coverage requirement will only initially be 60 per cent., before rising in stages to reach100 per cent. on 1 January 2018. The Net Stable Funding Ratio is also expected to come into force inJanuary 2018.

The Basel Committee has also published certain proposed revisions to the securitisation framework,including changes to the approaches to calculating risk weights and a new risk weight floor of 15 per cent.The European Commission has published legislative proposals to implement these provisions, includingthe text of the proposed amending regulations. However, there are material differences between thelegislative proposals and the current regulatory requirements; it is also not clear whether (and in the case ofany relevant technical standards, in what form), the legislative proposals (and any corresponding technicalstandards) will be adopted.

The changes under CRD IV and Basel III as described above may have an impact on the capitalrequirements in respect of the Notes and/or on incentives to hold the Notes for investors that are subject torequirements that follow the relevant framework and, as a result, may affect the liquidity and/or value ofthe Notes.

In general, investors should consult their own advisers as to the regulatory capital requirements in respectof the Notes and as to the consequences to and effect on them of any changes to the Basel II framework(including the Basel III changes described above) and by the CRD IV Package in particular and therelevant implementing measures. No predictions can be made as to the precise effects of such matters onany investor or otherwise.

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Risk Retention and Due Diligence Requirements

Article 405 of the CRR places an obligation on a credit institution that is subject to the CRD whichassumes exposure to the credit risk of a securitisation (as defined in Article 4(61) of the CRR) to ensurethat the originator, sponsor or original lender has explicitly disclosed that it will retain a material neteconomic interest of not less than 5 per cent. in the securitisation, and has a thorough understanding of allstructural features of a securitisation transaction that would materially impact the performance of theirexposures to the transaction. Furthermore, Article 405 of the CRR restricts an EU regulated creditinstitution from investing in asset-backed securities unless the originator, sponsor or original lender inrespect of the relevant securitisation has explicitly disclosed to the EU regulated credit institution that itwill retain, on an ongoing basis, a net economic interest of not less than 5 per cent. in respect of certainspecified credit risk tranches or asset exposures as contemplated by Article 405 of the CRR. Failure tocomply with one or more of the requirements set out in Article 405 of the CRR will result in the impositionof a penal capital charge on the notes acquired by the relevant investor.

Investors should therefore make themselves aware of the requirements of Articles 405 - 410 of the CRR,where applicable to them, in addition to any other regulatory requirements applicable to them with respectto their investment in the Notes.

With respect to the commitment of the Seller to retain a material net economic interest of not less than5 per cent. in the securitisation as contemplated by Article 405(c) of the CRR, the Seller will retain, for thelife of the Transaction, such net economic interest through retention of randomly selected "exposures" (i.e.Receivables), equivalent to no less than 5 per cent. of the nominal amount of the "securitised exposures"(i.e. the Purchased Receivables) at the Issue Date, where such exposures would otherwise have beensecuritised in the securitisation, provided that the number of potentially securitised exposures is no lessthan 100 at origination. The Seller has prepared a table as set out in the section "THE PURCHASEDRECEIVABLES POOL" of this Offering Circular with a view to reflect that it complies with Articles 405 -410 of the CRR. The pool of exposures (being Receivables) to be randomly selected and retained by theSeller will have the characteristics set out in the table titled "Retention according to Art. 405 CRR "in thesection "THE PURCHASED RECEIVABLES POOL".

The outstanding balance of the retained exposures may be reduced over time by, amongst other things,amortisation, allocation of losses or defaults on the underlying Receivables. The monthly servicer reportswill also set out monthly confirmation as to the Seller's continued holding of the original retainedexposures. It should be noted that there is no certainty that references to the retention obligations of theSeller in this Offering Circular will constitute explicit disclosure (on the part of the Seller) or adequate duediligence (on the part of the Noteholders) for the purposes of Article 406 of the CRR or for the purpose ofSection 5 (as defined below).

Article 406 of the CRR also places an obligation on credit institutions that are subject to the CRD, beforeinvesting in a securitisation and thereafter, to analyse, understand and stress test their securitisationpositions, and monitor on an ongoing basis and in a timely manner performance information on theexposures underlying their securitisation positions. After the Issue Date, the Seller or the Servicer willprepare monthly servicer reports wherein relevant information with regard to the Purchased Receivableswill be disclosed publicly together with an overview of the retention of the material net economic interestby the Seller with a view to complying with Article 409 of the CRR.

Where the relevant retention requirements are not complied with in any material respect and there isnegligence or omission in the fulfilment of the due diligence obligations on the part of a credit institutionthat is investing in the Notes, a proportionate additional risk weight of no less than 250 per cent. of the riskweight (with the total risk weight capped at 1250 per cent.) which would otherwise apply to the relevantsecuritisation position shall be imposed on such credit institution, progressively increasing with eachsubsequent infringement of the due diligence provisions. Noteholders should make themselves aware of theprovisions of the CRD IV Package and make their own investigation and analysis as to the impact of theCRD IV Package on any holding of Notes.

If the Seller does not comply with its obligations under CRD IV Package, the ability of the Noteholders tosell and/or the price investors receive for, the Notes in the secondary market may be adversely affected.

Relevant investors are required to independently assess and determine the sufficiency of the informationdescribed above for the purposes of complying with CRD IV Package or Section 5 (as defined below) and

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none of the Issuer, the Seller, the Corporate Services Provider, the Joint Lead Managers, the Arranger northe Managers makes any representation that the information described above is sufficient in allcircumstances for such purposes.

Article 405 CRR came into force as on 1 January 2014. The European Banking Authority ("EBA")published on 17 December 2013 the final draft technical standards to be made under the re-cast riskretention and due diligence requirements which do not largely replicate the previous guidelines publishedby the Committee of European Banking Supervisors ("CEBS"). On 13 March 2014 the EuropeanCommission published the final draft of the Delegated Regulation supplementing CRR by way ofRegulatory Technical Standards ("RTS") specifying the requirements for investor, sponsor, originallenders and originator institutions relating to exposures to transferred credit risk. The final RTS werepublished in the Official Journal of the European Union on 13 June 2014 and took effect on the 20th daythereafter. The final RTS do not differ significantly from the version submitted to the EuropeanCommission by the EBA, but there are some key additions and changes. Noteholders should take their ownadvice and/or seek guidance from their regulator on compliance with, and the application of, the provisionsof the CRD IV Package and Article 405 of the CRR in particular.

Investors should also be aware of section 5 of Chapter III of the Commission Delegated Regulation (EU)No 231/2013 implementing the EU Alternative Investment Managers Directive (2011/61/EC) AIFMD("Section 5"), the provisions of Section 5 introduced risk retention and due diligence requirements (whichtook effect from 22 July 2013) in respect of alternative investment fund managers that are required tobecome authorised under the EU Alternative Investment Managers Directive AIFMD and which assumeexposure to the credit risk of a securitisation on behalf of one or more alternative investment funds. Whilethe requirements under Section 5 are similar to those which apply under Article 405 of the CRR et seqq.(including in relation to the requirement to disclose to alternative investment fund managers that theoriginator, sponsor or original lender will retain, on an ongoing basis, a net economic interest of not lessthan 5 per cent in respect of certain specified credit risk tranches or asset exposures), they are not identicaland, in particular, additional due diligence obligations apply to relevant alternative investment fundmanagers. Similarly, investors should be aware of Article 254 of the Solvency II Regulation on the takingup and pursuit of the business of insurance and reinsurance which took effect on 1 January 2016 andrequires the imposition of similar requirements on insurers and reinsurers authorised in the EU.

In addition, prospective investors should be aware that the Servicer or the relevant Transaction Party(ies),as the case maybe, and the Issuer shall be entitled to amend the Servicing Agreement or any otherTransaction Documents to ensure that the terms thereof, and the parties' obligations thereunder, are incompliance with EMIR and/or SFTR and/or the then subsisting technical standards thereunder, anychanges in the requirements of Article 405 of the CRR, Article 17 of Directive 2011/61/EU (as amended),Article 51 of the AIFMR or Article 254 of the Solvency II Regulation, including as a result of the adoptionof regulatory technical standards in relation to the CRR, the AIFMR, the Solvency II Regulation or anyother risk retention legislation or regulations or official guidance in relation thereto; in each case with theconsent of the Issuer but without the consent of any Noteholder, the Subordinated Lender or any otherPerson, provided that such amendment or waiver shall only become valid if it is notified to the SecurityTrustee and the Rating Agencies, and the Issuer and the Swap Counterparty or the Servicer or the relevantTransaction Party(ies), as the case maybe, have received a confirmation from the Security Trustee that inthe sole professional judgment of the Security Trustee, such amendment or waiver will not be materiallyprejudicial to the interests of any such Transaction Creditor.

The regulatory capital treatment of the Notes for investors is likely to be affected by future implementationof and changes to the CRD IV Package, Section 5 or other regulatory or accounting changes. On30 September 2015 the European Commission issued two draft regulations on securitisations. Ifimplemented, these regulations will make some major changes to European securitisation rules. The firstregulation will harmonise rules on risk retention, due diligence and disclosure across the differentcategories of European institutional investors and will introduce a new framework for simple, transparentand standardised ("STS") securitisations (the "Securitisation Regulation"). The second regulation willimplement a more risk sensitive prudential treatment for STS securitisations into the CRR. On 19December 2016, the European Parliament approved in its full plenary session the text of the SecuritisationRegulation and the related regulation amending the CRR and on 30 May 2017 it was announced that acompromise had been reached between the European Parliament, European Commission and the Councilfollowing a number of trilogues. The European Council published a version of this text on 26 June 2017.Such compromise includes, among other things, the maintenance of the risk retention threshold at 5%.

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However, some changes to the compromise are to be expected and it is not clear when, or in what form, theagreed regulation and any corresponding regulatory technical standards will be adopted.

Also, in July 2016, the Basel Committee on Banking supervision published its own standard for theregulatory capital treatment of securitisation exposures that includes the regulatory capital treatment for"simple, transparent and comparable" (STC) securitisations.

There can be no guarantee that the regulatory capital treatment of the Notes for investors will not beaffected by any future implementation of and changes to the CRD IV Package, Section 5 or otherregulatory or accounting changes. CRA3

Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 oncredit rating agencies, as amended by Regulation (EU) No 513/2011 and by Regulation (EU) No 462/2013("CRA3") provides for certain additional disclosure requirements in relation to structured financetransactions. Such disclosures need to be made via a website to be set up by the ESMA in accordance withArticle 8b(4) of Regulation (EC) no. 1060/2009 of the European Parliament (the "SFIs Website"). On26 January 2015, the Commission Delegated Regulation (EU) 2015/3 of 30 September 2014 came intoforce containing regulatory technical standards ("CRA3 RTS") adopted by the European Commission toimplement provisions of CRA3. The CRA3 RTS specify (i) the information that the issuer, originator andsponsor of a structured finance instrument ("SFI") established in the European Union must jointly discloseon the SFIs website, (ii) the frequency with which this information is to be updated and (iii) thepresentation of this information by means of standardised disclosure templates. The CRA3 RTS will applyonly with effect from 1 January 2017. On 27 April 2016 ESMA announced that, due to several issues inpreparing for the establishment of the SFIs Website, it was unlikely that the SFIs Website would beavailable to reporting entities by 1 January 2017. At the date of this Offering Circular, the SFIs Website isnot available to the reporting entities. In addition, ESMA did not publish the related technical instructionsby 1 July 2016. In relation to SFIs issued between the date of entry into force of the CRA3 RTS and thedate of their application, the issuer, originator and sponsor are only required to comply with the reportingrequirements in relation to the SFIs which are still outstanding at the date of application of the CRA3 RTS.At the date of this Offering Circular, there remains uncertainty as to what the consequences would be forthe Issuer, related third parties and investors resulting from any potential non-compliance by the Issuerwith CRA3 upon application of the reporting obligations.

Additionally, CRA3 has introduced a requirement that issuers or related third parties of SFIs solicit twoindependent ratings for their obligations and should consider appointing at least one rating agency havingless than a 10 per cent market share. Where the issuer or a related third party does not appoint at least onecredit rating agency with no more than 10 per cent market share, this must be documented. Moody's andS&P have been engaged to rate all Classes of Notes and this decision has been documented. As there is noguidance on the requirements for any such documentation there remains some uncertainty whether theIssuer's documentation efforts will be considered sufficient for these purposes and what the consequencesof any non-compliance may be for investors in the Notes.

Additionally, CRA3 has introduced a requirement that issuers or related third parties of SFIs solicit twoindependent ratings for their obligations and should consider appointing at least one rating agency havingless than a 10% market share. VWFS considered the appointment of a small CRA when appointing therating agencies for this Transaction along with Moody's and S&P.

U.S. Risk Retention

The U.S. Risk Retention Rules generally require the “securitizer” of a “securitization transaction” to retainat least 5 per cent. of the “credit risk” of “securitized assets”, as such terms are defined for purposes of theU.S. Risk Retention Rules, and generally prohibit a securitizer from directly or indirectly eliminating orreducing its credit exposure by hedging or otherwise transferring the credit risk that the securitizer isrequired to retain. The U.S. Risk Retention Rules also provide for certain exemptions from the riskretention obligations that they generally impose.

The transaction will not involve risk retention by the Seller for the purposes of the U.S. Risk RetentionRules, but rather will be made in reliance on an exemption provided for in Section __.20 of the U.S. RiskRetention Rules regarding non-U.S. transactions. Such non-U.S. transactions must meet certainrequirements, including that (1) the transaction is not required to be and is not registered under theSecurities Act; (2) no more than 10 per cent. of the dollar value (or equivalent amount in the currency in

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which the securities are issued) of all classes of securities issued in the securitisation transaction are sold ortransferred to U.S. persons (in each case, as defined in the U.S. Risk Retention Rules) or for the account orbenefit of U.S. persons (as defined in the U.S. Risk Retention Rules and referred to in this OfferingCircular as “Risk Retention U.S. Persons”); (3) neither the sponsor nor the issuer of the securitisationtransaction is organised under U.S. law or is a branch located in the United States of a non-U.S. entity; and(4) no more than 25 per cent. of the underlying collateral was acquired from a majority-owned affiliate orbranch of the sponsor or issuer organised or located in the United States.

The Notes sold as part of the initial distribution of the Notes may not be purchased by Risk Retention U.S.Persons in the transaction. Prospective investors should note that whilst the definition of “U.S. person” inthe U.S. Risk Retention Rules is substantially similar to the definition of “U.S. person” in Regulation S, thedefinitions are not identical and persons who are not “U.S. persons” under Regulation S may be “U.S.persons” under the U.S. Risk Retention Rules.

There can be no assurance that the exemption provided for in Section __.20 of the U.S. Risk RetentionRules regarding non-U.S. transactions will be available. Failure of the Offering of the Notes to complywith the U.S. Risk Retention Rules (regardless of the reason for such failure to comply) could give rise toregulatory action which may adversely affect the Notes. Furthermore, the impact of the U.S. RiskRetention Rules on the securitisation market generally is uncertain, and a failure by a transaction to complywith the risk retention requirements of U.S. Risk Retention Rules could negatively affect the market valueand secondary market liquidity of the Notes.

None of the Arranger, the Managers, or any of their respective affiliates makes any representation to anyprospective investor or purchaser of the Notes as to whether the transactions described in this OfferingCircular comply as a matter of fact with the U.S. Risk Retention Rules on the Issue Date or at any time inthe future. Investors should consult their own advisers as to the U.S. Risk Retention Rules. No predictionscan be made as to the precise effects of such matters on any investor or otherwise.

Eurosystem Eligibility

The Class A Notes are intended to be held in a manner which will allow Eurosystem eligibility. This meansthat the Class A Notes are intended upon issue to be deposited with one of Euroclear or Clearstream,Luxembourg as Common Safekeeper and does not necessarily mean that the Class A Notes will berecognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by theEurosystem (the "Eurosystem eligible collateral") either upon issue or at any or all times during their life.Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria set out in theGuideline (EU) 2015/510 of the European Central Bank (the "ECB") of 19 December 2014 on theimplementation of the Eurosystem monetary policy framework (ECB/2014/60) (recast) as amended fromtime to time (the "ECB Guideline"), which was published in the Official Journal of the European Union on2 April 2015 and applies from 1 May 2015. Following amendments to the ECB Guideline made byGuideline (EU) 2016/64 of 18 November 2015 effective from 5 January 2016, asset backed securitiescomprising receivables with residual values have been excluded from the eligibility criteria. Consequently,the Class A Notes will not currently be recognised as Eurosystem eligible collateral. The Servicer willnevertheless make loan-level data available in such manner as required by the ECB to comply with theEurosystem eligibility criteria, subject to applicable data protection rules in case the Class A Notes becomeeligible in the future.

On 15 December 2010 the Governing Council of the ECB decided to establish loan-by-loan informationrequirements for asset-backed securities in the Eurosystem collateral framework. On 28 November 2012, inthe Guideline of the ECB of 26 November 2012 amending Guideline ECB/2011/14 on monetary policyinstruments and procedures of the Eurosystem (ECB/2012/25), the ECB has laid down the reportingrequirements related to the loan-level data for asset-backed securities. For asset-backed securities tobecome or to remain eligible for Eurosystem monetary policy operations, the Eurosystem requirescomprehensive and standardised loan-level data on the pool of cash flow generating assets underlying anasset-backed security to be submitted by the relevant parties in the asset-backed security, as set out inAnnex VIII (loan-level data reporting requirements for asset-backed securities) of the ECB Guideline.Non-compliance with provision of loan-level data will lead to suspension of or refusal to grant eligibility tothe asset-backed security transaction in question. For asset backed securities where the cash flowgenerating assets comprise auto loans, consumer finance loans or leasing receivables, the loan-by-loaninformation requirements have applied from 1 January 2013 and the nine-month transition period ended on30 September 2014.

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Neither the Issuer, the Joint Lead Managers, the Manager nor the Arranger gives any representation,warranty, confirmation or guarantee to any investor in the Class A Notes that the Class A Notes will, eitherupon issue, or any or at all times during their life, satisfy all or any requirements for Eurosystem eligibilityand be recognised as Eurosystem eligible collateral. Any prospective investor in the Class A Notes shouldconsult its professional advisers with respect to whether or not the Class A Notes may constituteEurosystem eligible collateral at any point of time during the life of the Class A Notes.

Bank of England Eligibility

Certain investors in the Class A Notes may wish to consider the use of the Class A Notes as eligiblesecurities for the purposes of the Bank of England's Discount Window Facility ("DWF"). Recognition ofthe Class A Notes as eligible securities for the purposes of the DWF will depend upon satisfaction of theeligibility criteria as specified by the Bank of England. If the Class A Notes do not satisfy the criteriaspecified by the Bank of England, there is a risk that the Class A Notes will not be eligible DWF collateral.None of the Issuer, the Arranger, the Joint Lead Managers or the Managers gives any representation,warranty, confirmation or guarantee to any investor in the Class A Notes that the Class A Notes will, eitherupon issue, or at any or all times during their life, satisfy all or any requirements for the DWF eligibilityand be recognised as eligible DWF collateral. Any potential investor in the Class A Notes should make itsown determinations and seek its own advice with respect to whether or not the Class A Notes constituteeligible DWF collateral.

Bail-In

As a result of the Banking Recovery and Resolution Directive 2014/59/EU of 15 May 2014, it is possiblethat a credit institution or investment firm with its head office in an EEA state and/or certain groupcompanies (such institution, investment firm or group company could encompass the Swap Counterparty)could be subject to certain resolution actions in that state. Any such action may affect the ability of anyrelevant entity to satisfy its obligations under the Transaction Documents (including the Swap Agreements)and there can be no assurance that Noteholders will not be adversely affected as a result.

Prospective holders of the Notes should consult their own professional advisers with respect to

whether or not the Notes constitute Eurosystem eligible collateral at any point of time during the life

of the Notes.

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STRUCTURE DIAGRAM

Cash

Collateral

Account

Stichting

CarLux

(Dutch

charitable

foundation)

Volkswagen

International

Luxembourg

S.A.

(Subordinated

Lender)

Noteholders

Volkswagen

Financial

Services (UK)

Limited

(Seller/Servicer)

(VWFS)

Driver UK Multi-Compartment S.A.,

acting for and on behalf of its Compartment Driver UK six

(Purchaser/Issuer)

Shareholding

Payments to

provide the

specified Cash

Collateral

Account Balance

Payments in respect

of losses and liquidity

shortfalls

Loan amount to

fund purchase of

Receivables and

Cash Collateral

Account

Repayment of

loan

subordinated to

claims of the

Noteholders Sale and

transfer of

Receivables/

Collections

Purchase

Price

Proceeds

from Issue

of the

Notes

Note interest

and principal

Interest Rate

Swap

Counterparty

Fixed rate

payments

Floating rate

payments

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KEY MINIMUM REQUIRED RATING DURING THE TERM OF THE TRANSACTION

Short-term ratings Long-term ratings

Account Bank Required Rating "A-1" from S&P and "A" from S&P or

"A+" from S&P and

"P-1" from Moody's or "A2" from Moody's

Account Bank Required Guarantee "A-1" from S&P and "A" from S&P or

"A+" from S&P and

"P-1" from Moody's "A2" from Moody's

Eligible Swap Counterparty

Having a long-term counterpartyrisk assessment of, or if it does nothave such counterparty riskassessment, a long-term, unsecuredand unsubordinated debt orcounterparty obligations rating of"A3" or above from Moody's or

Having a long-term counterpartyrisk assessment of, or if it does nothave such counterparty riskassessment, a long-term, unsecuredand unsubordinated debt orcounterparty obligations rating of"Baa3" or above from Moody's andwhich either posts collateral in theamount and manner set forth in theSwap Agreements or obtains aguarantee from a person having theratings of "A3" and

S&P Option 1 FirstRequired Rating, S&POption 2 First RequiredRating, S&P Option 3Required Rating or S&POption 4 Required Rating asdefined in the Swap

Agreements or

the S&P Second RequiredRating (in the event thatS&P Option 1 or S&POption 2 applies) and postscollateral in the amount andmanner set forth in the SwapAgreements or

obtaining either (1) aguarantee from a partyhaving the S&P Option 1First Required Rating, S&POption 2 First RequiredRating, S&P Option 3

S&P Option 1 First RequiredRating, S&P Option 2 FirstRequired Rating, S&P Option 3Required Rating or S&P Option 4Required Rating as defined in theSwap Agreements or

the S&P Second Required Rating(in the event that S&P Option 1 orS&P Option 2 applies) and postscollateral in the amount andmanner set forth in the SwapAgreements or

obtaining either (1) a guaranteefrom a party having the S&POption 1 First Required Rating,S&P Option 2 First RequiredRating, S&P Option 3 RequiredRating or S&P Option 4 RequiredRating or (2) a guarantee from aparty having the S&P SecondRequired Rating (in the event that

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Required Rating or S&POption 4 Required Rating or(2) a guarantee from a partyhaving the S&P SecondRequired Rating (in theevent that S&P Option 1 orS&P Option 2 applies) andposting collateral in theamount and manner set forthin the Swap Agreements or

in the case of S&P Option 1,S&P Option 2, S&P Option3 or S&P Option 4, takingsuch other action as it mayagree with S&P inaccordance with the SwapAgreements in order tomaintain or restore therating on the Notes to thelevel at which it wasimmediately prior to thefailure to meet theapplicable rating.

S&P Option 1 or S&P Option 2applies) and posting collateral inthe amount and manner set forth inthe Swap Agreements or

in the case of S&P Option 1, S&POption 2, S&P Option 3 or S&POption 4, taking such other actionas it may agree with S&P inaccordance with the SwapAgreements in order to maintain orrestore the rating on the Notes tothe level at which it wasimmediately prior to the failure tomeet the applicable rating.

Monthly Remittance Condition shall nolonger be satisfied if any of thefollowing events occur:

Volkswagen Bank GmbH(or any of its successorswithin the VolkswagenGroup as parent of theServicer) no longer has ashort-term rating forunsecured and unguaranteeddebt of at least "A-2" fromS&P or

Volkswagen Bank GmbH (or anyof its successors within theVolkswagen Group as parent of theServicer) no longer has a long-termrating for unsecured andunguaranteed debt of at least"BBB" from S&P, or

where Volkswagen Bank GmbH(or any of its successors within theVolkswagen Group as parent of theServicer) is not the subject of anS&P short-term rating, it has along-term rating for unsecured andunguaranteed debt of at least"BBB+" from S&P, or

S&P notifies the Issuer and/or theServicer that VWFS is no longerdeemed eligible under theapplicable rating criteria by S&P,or

Volkswagen Bank GmbH (or anyof its successors within theVolkswagen Group as parent of theServicer) holds less than 100 percent. of the shares of VWFS or

Volkswagen Bank GmbH (or anyof its successors within theVolkswagen Group as parent of theServicer) no longer has a long-termrating for unsecured andunguaranteed debt of at least"Baa1" from Moody's or

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TRANSACTION OVERVIEW

The following "TRANSACTION OVERVIEW" must be read in conjunction with and is qualified in itsentirety by reference to the more detailed information appearing elsewhere in this Offering Circular andrelated documents referred to herein. For a discussion of significant risk factors to be construed inconnection with an investment in the Notes, see "RISK FACTORS". Capitalised terms not specificallydefined in this TRANSACTION OVERVIEW shall have the meanings ascribed to them in Clause 1 of theMaster Definitions Schedule set out in the Incorporated Terms Memorandum which is dated on or aboutthe date of this Offering Circular and signed, for purposes of identification, by each of the TransactionParties.

THE PARTIES (INCLUDING DIRECT OR INDIRECT OWNERSHIP)

Issuer Driver UK Multi-Compartment S.A., acting for and on behalf of itsCompartment Driver UK six, Luxembourg, a securitisation companywithin the meaning of the Luxembourg law of 22 March 2004 onsecuritisation ("Luxembourg Securitisation Law"), incorporated underthe form of a public limited liability company (Société Anonyme), withregistered office at 52-54, Avenue du X Septembre, L-2550Luxembourg, registered with the Luxembourg trade and companiesregister under number B 189.629. The Issuer has elected in its Articlesof Incorporation (Statuts) to be governed by the LuxembourgSecuritisation Law. The exclusive purpose of Driver UK Multi-Compartment S.A., is to enter into one or more securitisationtransactions, each via a separate compartment ("Compartment") withinthe meaning of the Luxembourg Securitisation Law. The Notes will befunding the sixth securitisation transaction (the "Transaction") of theIssuer acting for and on behalf of its sixth Compartment ("Driver UKsix") as described further herein.

Foundation Stichting CarLux, a foundation duly incorporated and validly existingunder the laws of The Netherlands, having its registered office atBarbara Strozzilaan 101, 1083 HN Amsterdam, The Netherlands andregistered with the trade register of the Chamber of Commerce inAmsterdam under number 34283304 (the "Foundation"). TheFoundation owns all of the issued shares representing one hundred percent (100 %) of the Issuer. The Foundation does not have shareholdersand would distribute any profits received from the Issuer (if any) tocharitable organizations.

Driver UK six The sixth Compartment of Driver UK Multi-Compartment S.A. relatingto the Transaction and the issue of the Notes and created by a decisionof the Board of Directors taken on 4 July 2017.

Seller Volkswagen Financial Services (UK) Limited ("VWFS"), incorporatedunder the laws of England as a company with limited liability having itscorporate seat at Milton Keynes, United Kingdom and its registeredoffices at Brunswick Court, Yeomans Drive, Blakelands, Milton Keyneswith registered number 02835230.

Arranger Merrill Lynch International (trading as Bank of America Merrill Lynch),2 King Edward Street, London EC1A 1HQ, United Kingdom.

Joint Lead Managers Merrill Lynch International (trading as Bank of America Merrill Lynch),2 King Edward Street, London EC1A 1HQ, United Kingdom; and

Skandinaviska Enskilda Banken AB (publ), Kungstradgardsgatan 8, S-106 40 Stockholm, Sweden.

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Managers Crédit Agricole Corporate and Investment Bank, 12, place des Etats-Unis, CS 70052, 92547 Montrouge CEDEX, France;

DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt amMain, Platz der Republik, 60325 Frankfurt am Main, Germany; and

Wells Fargo Securities International Limited, One Plantation Place, 30Fenchurch Street, London, EC3M 3BD.

Servicer VWFS, incorporated under the laws of England as a company withlimited liability having its corporate seat at Milton Keynes, UnitedKingdom and its registered offices at Brunswick Court, Yeomans Drive,Blakelands, Milton Keynes with registered number 02835230.

Swap Counterparty Crédit Agricole Corporate and Investment Bank

Subordinated Lender Volkswagen International Luxemburg S.A., a public company (sociétéanonyme) incorporated with limited liability under the laws ofLuxembourg registered at Registre de Commerce et des SociétésLuxembourg under registration number B170123 and having itsregistered office at 19-21, Route d'Arlon, Bloc B, L-8009 StrassenLuxembourg. Volkswagen International Luxemburg S.A. providessubordinated loans in respect of securitisation transactions involvingReceivables originated by Volkswagen Financial Services (UK)Limited.

Cash Collateral Account Bank The Bank of New York Mellon, London Branch, One Canada Square,London E14 5AL, United Kingdom.

Accumulation Account Bank The Bank of New York Mellon, London Branch, One Canada Square,London E14 5AL, United Kingdom

Counterparty DowngradeCollateral Account Bank

The Bank of New York Mellon, London Branch, One Canada Square,London E14 5AL, United Kingdom

Distribution Account Bank The Bank of New York Mellon, London Branch, One Canada Square,London E14 5AL, United Kingdom

Monthly Collateral AccountBank

The Bank of New York Mellon, London Branch, One Canada Square,London E14 5AL, United Kingdom

Cash Administrator The Bank of New York Mellon, London Branch, One Canada Square,London E14 5AL, United Kingdom

Security Trustee Wilmington Trust SP Services (Frankfurt) GmbH, Steinweg 3-5, 60313Frankfurt am Main, Germany.

Paying Agent and InterestDetermination Agent

The Bank of New York Mellon, London Branch, One Canada Square,London E14 5AL, United Kingdom

Registrar The Bank of New York Mellon SA/NV, Luxembourg branch, VertigoBuilding – Polaris, 2-4 rue Eugène Ruppert, L-2453 Luxembourg

Data Protection Trustee Wilmington Trust SP Services (Frankfurt) GmbH, Steinweg 3 5, 60313Frankfurt am Main, Germany.

Clearing Clearstream Banking, société anonyme, Luxembourg, 42 Avenue J.F.Kennedy, L-1885 Luxembourg; and Euroclear Banking S.A./N.V., 1Boulevard du Roi Albert II, B-1210 Brussels, Belgium.

Corporate Services Provider Circumference FS (Luxembourg) S.A., 52-54 Avenue du X Septembre,L-2550 Luxembourg.

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Rating Agencies Moody's Investors Service Limited, Canary Wharf, 1 Canada Square,London E14 5FA, United Kingdom and Standard & Poor's RatingsServices, 20 Canada Square, Canary Wharf, London E14 5LH, UnitedKingdom.

THE NOTES

Class A Notes The GBP 340,200,000 class A floating rate asset-backed registerednotes due February 2026, consisting of 3,402 individual notes, each inthe nominal amount of GBP 100,000 ("Class A Notes"). With respect topayment of interest and principal the Class A Notes rank senior to theClass B Notes.

Class B Notes The GBP 29,200,000 class B floating rate asset-backed registered notesdue February 2026, consisting of 292 individual notes, each in thenominal amount of GBP 100,000 ("Class B Notes"). With respect topayment of interest and principal the Class B Notes rank junior to theClass A Notes.

Issue Date 25 September 2017.

Interest and principal The Class A Notes entitle the Class A Noteholders thereof to receivefrom the Available Distribution Amount on each Payment Date interestat the rate equivalent to the sum (subject to a floor of zero) of LIBORplus 0.48 per cent. per annum (the "Class A Notes Interest Rate") onthe nominal amount of the Class A Notes outstanding immediately priorto such Payment Date and, thereafter, following the end of theRevolving Period, from the remaining Available Distribution Amounton each Payment Date provided that the payment of interest due andpayable on the Class B Notes has been paid (prior to the occurrence of aForeclosure Event), payment of the Class A Amortisation Amount,which comprises a payment of principal in respect of the Class A Notesuntil the Note Principal Amount Outstanding of the Class A Notesequals the Targeted Class A Note Balance. All payments of interest onand principal of each Class of Notes will be due and payable at the latestin full (i.e. in respect of principal, at 100 per cent. of their nominalvalue) on the Final Maturity Date.

The Class B Notes entitle the Class B Noteholders thereof to receive oneach Payment Date, out of the amounts remaining from the AvailableDistribution Amount on each Payment Date after payment of interestdue and payable on the Class A Notes, interest at the rate equivalent tothe sum (subject to a floor of zero) of LIBOR plus 0.90 per cent. perannum (the "Class B Notes Interest Rate") on the nominal amount ofthe Class B Notes outstanding immediately prior to such Payment Date,and in addition, following the end of the Revolving Period, payment ofthe Class B Amortisation Amount, which comprises a payment ofprincipal in respect of the Class B Notes until the Note PrincipalAmount Outstanding of the Class B Notes equals the Targeted Class BNote Balance. All payments of interest on and principal of each Class ofNotes will be due and payable at the latest in full (i.e. in respect ofprincipal, at 100 per cent. of their nominal value) on the Final MaturityDate.

Interest Period Unless otherwise mutually agreed by the parties, the period from (andincluding) a Payment Date to (but excluding) the next succeedingPayment Date provided that the initial Interest Period shall be the periodfrom (and including) the Issue Date to (but excluding) the first PaymentDate.

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With respect to payments of interest and principal, particular attentionshould be paid to the risk factor descriptions as set forth in "RISKFACTORS" and in particular the risk factor outlined under "RISKFACTORS - Liability and Limited Recourse under the Notes".

Ratings The Class A Notes are expected to be rated AAA(sf) from S&P andAaa(sf) from Moody's. The Class B Notes are expected to be rated AA(-) (sf) from S&P and Aa3(sf) from Moody's. The ratings of the Class ANotes address the ultimate payment of principal and the timely paymentof interest. The ratings of the Class B Notes address the ultimatepayment of principal and interest. The rating should not be regarded as arecommendation by the Issuer or by the Joint Lead Managers and theManagers or by the Rating Agencies to buy, sell or hold the Notes: sucha rating is subject to revision or withdrawal at any time.

Discount Rate 4.2390 per cent. per annum, which equals the weighted average of (i) theestimated fixed rates under the Swap Agreement and (ii) an estimate ofthe hypothetical swap rate (being higher than the fixed rate under theSwap Agreement) theoretically needed to swap the floating ratepayments of the Subordinated Loan, plus the Servicer Fee at a rate of 1per cent. per annum, plus 0.03 per cent. for any administrative cost andfees.

The Discount Rate shall include an amount equal to the InterestCompensation Rate which is available to pay Interest CompensationOrder of Priority Required Amounts on any Payment Date.

Discounted ReceivablesBalance

The Discounted Receivables Balance means, in respect of eachPurchased Receivable, its scheduled cashflow (including amounts ofoverdue Principal and Interest under the relevant Financing Contract)discounted as of the relevant date at the Discount Rate on the basis ofone year having 360 days, with 12 months and each month having 30days. For the avoidance of doubt, the Discounted Receivables Balanceshall exclude a Purchased Receivable which becomes a Written-OffPurchased Receivable.

Order of Priority For the Order of Priority of payments applicable (i) prior to theoccurrence of a Foreclosure Event and (ii) upon the occurrence of aForeclosure Event see "ABSTRACT OF THE CONDITIONS OF THENOTES – Order of Priority".

Foreclosure Event Any of the following events:

(a) with respect to the Issuer an Insolvency Event occurs; or

(b) the Issuer defaults in the payment of any interest on the mostsenior Class of Notes then outstanding when the same becomesdue and payable, and such default continues for a period of fiveBusiness Days; or

(c) the Issuer defaults in the payment of principal of any Note onthe Final Maturity Date.

It is understood that interest and principal on the Notes other thaninterest on the most senior Notes will not be due and payable on anyPayment Date prior to the Final Maturity Date except to the extent thereare sufficient funds in the Available Distribution Amount to pay suchamounts in accordance with the Order of Priority.

Payment Dates The 25th of each month, or, in the event such day is not a Business Day,then on the next following Business Day unless that day falls in the nextcalendar month, in which case the date will be the first preceding day

- 43 -

that is a Business Day, beginning 25 October 2017 (each a "PaymentDate").

Business Day Business Day means any day on which TARGET2 or the successorsystem to TARGET2 is open for business provided that this day is also aday on which banks are open for business in London and Luxembourg.

Revolving Period Means the period from (and including) the Closing Date and ending on(and including) the earlier of (i) the Payment Date in March 2018 and(ii) the occurrence of an Early Amortisation Event.

Monthly Payments The monthly distribution of the Available Distribution Amount on eachPayment Date in accordance with the Order of Priority. The "AvailableDistribution Amount" on each Payment Date shall include in particularamounts calculated as follows:

• amounts received as Collections or collected by the Servicer;plus

• payments from the Cash Collateral Account as provided for inclause 20.3 of the Trust Agreement; plus

• (i) Net Swap Receipts under the Swap Agreements, (ii) wherethe relevant Swap Agreement has been terminated, any SwapTermination Payments due by the Issuer to the departing SwapCounterparty have been paid (after returning any Excess SwapCollateral to the Swap Counterparty), and no replacement SwapCounterparty has been found, an amount equal to the lesser of(A) the funds standing to the credit of the CounterpartyDowngrade Collateral Account received by the Issuer and (B)the Net Swap Receipts that would have been required to be paidunder the terminated Swap Agreement had there been notermination of such Swap Agreement; and (iii) where therelevant Swap Agreement has been terminated, amountsallocated in accordance with clause 20.12 of the TrustAgreement, plus

• after the end of the Revolving Period, transfers from theAccumulation Account to the Distribution Account pursuant tothe Trust Agreement; plus

• interest earned on the Distribution Account and theAccumulation Account; plus

• the Interest Compensation Order of Priority Amount; minus

• the Interest Compensation Amount.

Interest accruing on the Counterparty Downgrade Collateral Account(other than amounts payable under Clause 20.9 and Clause 20.10(Distribution Account; Accumulation Account; Cash CollateralAccount, Counterparty Downgrade Collateral Account; SwapProvisions) of the Trust Agreement), the Cash Collateral Account andthe Monthly Collateral Account will not form part of the AvailableDistribution Amount. Such accrued interest and earned income will beretained on the relevant Account and (i) in the case of the CounterpartyDowngrade Collateral Account, interest accruing in respect of amountsother than Swap Termination Payments received by the Issuer, be paidto the Swap Counterparty in accordance with the Swap Agreement; (ii)in the case of the Counterparty Downgrade Collateral Account, interestaccruing in respect of Swap Termination Payments received by the

- 44 -

Issuer, be paid to the Subordinated Lender and/or VWFS in accordancewith the priority of payment set out in Clause 20.13 (DistributionAccount; Accumulation Account; Cash Collateral Account,Counterparty Downgrade Collateral Account; Swap Provisions) unlessotherwise specified in the Trust Agreement; (iii) in the case of the CashCollateral Account, form part of the General Cash Collateral Amountand be applied accordingly in accordance with Clause 20.3 (DistributionAccount; Accumulation Account; Cash Collateral Account,Counterparty Downgrade Collateral Account; Swap Provisions) of theTrust Agreement and (iv) in the case of the Monthly Collateral Account,be netted against the Servicer's obligation to pay the Monthly CollateralPart 1 and the Monthly Collateral Part 2 and be paid to the Sellerfollowing the exercise of the Clean-Up Call Option or once the Notesand the Subordinated Loan have been fully redeemed (provided that asof the exercise of the Clean-Up Call Option or once the Notes have beenfully redeemed, no payments will be required to be made to the MonthlyCollateral Account).

Final Maturity Date The Payment Date falling in February 2026.

Applicable Law The Notes and the German Transaction Documents are governed byGerman law. The English Transaction Documents are governed byEnglish law.

Tax Status of the Notes See "TAXATION".

Selling Restrictions See "SUBSCRIPTION AND SALE - Selling Restrictions".

Clearing System Clearstream Luxembourg and Euroclear (see "GENERALINFORMATION - Payment Information").

Clearing Codes Class A Notes

ISIN: XS1662097655

Common Code: 166209765

Class B Notes

ISIN: XS1662098117

Common Code: 166209811

Listing and Admission toTrading

Application will be made for listing of the Notes on the official list ofthe Luxembourg Stock Exchange and for admission to trading of theNotes on the regulated market of the Luxembourg Stock Exchange on25 September 2017.

Restrictions on transferability Subject to applicable rules and regulations of Clearstream Luxembourgand Euroclear, the interests in the Notes represented by the Global Notesare freely transferable.

PURCHASED RECEIVABLES

Sale of Receivables The Receivables are sold by the Seller pursuant to the ReceivablesPurchase Agreement and arise from hire purchase agreements (includingpersonal contract plans) granted to Obligors for the financing of thevehicles under the Financing Contracts.

The Issuer will purchase and accept on the Closing Date the InitialReceivables as of the Initial Cut-Off Date.

- 45 -

The Receivables Purchase Agreement provides that the Issuer will,during the Revolving Period, on any Payment Date (each an"Additional Purchase Date") apply the amount standing to the credit ofthe Accumulation Account to purchase from the Seller any AdditionalReceivables if and to the extent offered by the Seller subject to thefulfilment of certain conditions. Such conditions include, inter alia, therequirement that the Additional Receivables meet the Eligibility Criteriaset forth in the Receivables Purchase Agreement. Where the AdditionalReceivables include Scottish Receivables, pending perfection underScots law of such sale by duly intimated assignation, the Seller will holdthe benefit of the Scottish Receivables and the other Scottish TrustProperty in trust for the benefit of the Issuer on the terms of a ScottishTrust.

In addition, at the same time as completion of such sale of Receivablesoriginated by the Seller:

(a) the Seller will execute a Scottish Declaration of Trust in respectof, inter alia, those of the relevant Receivables which areScottish Receivables and VWFS will intimate and deliver suchScottish Declaration of Trust to the Issuer; and

(b) the Issuer will assign the benefit of the Scottish Trust so createdto the Security Trustee substantially in the form of theassignation in security as set out in the Deed of Charge andAssignment and the Issuer will procure that that assignation isintimated to the Seller and delivered to the Security Trustee.

The Seller will further make certain representations and warranties oneach such Additional Purchase Date (as further described under"DESCRIPTION OF THE PORTFOLIO - Representations andWarranties in relation to the Sale of the Receivables"). After theRevolving Period, the Issuer will no longer purchase and acceptassignments of Additional Receivables.

The Seller will warrant to the Issuer in the Receivables PurchaseAgreement (i) as at the Initial Cut-Off Date in respect of the InitialReceivables and (ii) as at each Additional Cut-Off Date in relation to theAdditional Receivables, acquired on such Additional Purchase Date thatall Receivables sold under the Receivables Purchase Agreement at theClosing Date and the Additional Cut-Off Date (as applicable) meet theEligibility Criteria set forth in the Receivables Purchase Agreement andwere selected prior to or on the Closing Date or the Additional Cut-OffDate (as applicable).

Assignment by the Seller to the Issuer of the benefit of the Receivablesderived from Financing Contracts governed by the laws of England andWales will take effect in equity only because no notice of theassignment will be given to Obligors. The assignment will be perfectedfollowing the occurrence of certain Notification Events.

Purchased Receivables The Initial Receivables purchased by the Issuer from the Seller on theClosing Date and Additional Receivables purchased by the Issuer fromthe Seller on each Additional Purchase Date (the "PurchasedReceivables") comprise claims against Obligors in respect of paymentsdue under Financing Contracts (excluding Excluded Amounts) for theprovision of credit for the purchase of motor vehicles.

Although the borrower ("Obligor") is the registered keeper of thevehicle, the Seller retains title to the vehicles. The Financing Contractscontain provisions entitling, but not obliging, the Obligor to purchase

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the vehicle at the end of the hire period, normally on payment of aspecified purchase fee.

Remedy for breach ofrepresentation and warranty

If the Purchased Receivables should partially or totally fail to conformwith the warranties given by the Seller in the Receivables PurchaseAgreement (i) as at the Initial Cut-Off Date in respect of the InitialReceivables or (ii) as at the relevant Additional Cut-Off Date in respectof the Additional Receivables and such failure materially and adverselyaffects the interests of the Issuer or the Noteholders, the Seller shall haveuntil the end of the Monthly Period which includes the sixtieth (60th)day (or, if the Seller elects, an earlier date) after the date that the Sellerbecame aware or was notified of such breach to cure or correct suchbreach (the "Cure Period"). The Issuer's sole remedy will be to requirethe Seller to take one of the following remedial actions:

(a) remedy the matter giving rise to such breach if such matter iscapable of remedy provided that, if a remedy within therelevant Cure Period (as defined above) is not practicable, theSeller may remedy such breach by the last day of the followingcalendar month; or

(b) repurchase the relevant Purchased Receivable at a price equalto, or, in case of a breach of clause 9.1(h) (Warranties andRepresentations) of the Receivables Purchase Agreement, payto the Issuer, the Settlement Amount of such PurchasedReceivable as at the end of the calendar month immediatelypreceding such repurchase provided that, if it is not practicableto repurchase such Purchased Receivable within the relevantCure Period (as defined above), the Seller may repurchase suchPurchased Receivable on the immediately following PaymentDate.

The Servicer shall immediately notify the Issuer and the SecurityTrustee if the Servicer becomes aware of any breach of the Seller'srepresentations and warranties set out in clause 9.1 (Warranties andRepresentations) of the Receivables Purchase Agreement as set out insection "PURCHASED RECEIVABLES – Eligibility Criteria" below.

Each of the Issuer and the Security Trustee agrees to notify the Sellerpromptly upon becoming aware of any breach of representation orwarranty set out in clause 9.1 (Warranties and Representations) of theReceivables Purchase Agreement of a Purchased Receivable. This willnot constitute an obligation of the Issuer and/or the Security Trustee toinvestigate whether any such breach has occurred.

Initial Cut-off Date 31 August 2017

Applicable Law The Financing Contracts are governed by English law or Scottish law.

Form of Financing Contracts The Financing Contracts take the form of hire purchase agreements("HP Agreements" or "HP No Balloon") and personal contractpurchase agreements ("PCP Agreements" or "PCP") between VWFSand Obligors.

HP Agreements Mainly entered into with retail Obligors, HP Agreements are availablefor both new and used vehicles. HP Agreements contain standard rentalterms where an initial payment is made and then the balance is typicallyamortised in equal monthly instalments. At the end of the term of the HPAgreement, after an additional "option to purchase" fee is paid, theObligor owns the vehicle.

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PCP Agreements PCP Agreements are used for the financing of new and used vehicles inthe retail market. PCP Agreements are similar to HP Agreements butwith an additional larger "balloon" final rental payment at the end of theterm of the PCP Agreement, where the Obligor can either settle thecontract by paying the balloon payment (and thereby purchase thevehicle) or, subject to the vehicle being in a condition acceptable toVWFS and within agreed mileage, return the vehicle to VWFS in fulland final settlement of the PCP Agreement.

Where the Obligor chooses to return the vehicle, title in the vehiclepasses to the Obligor when the Obligor pays the additional "option topurchase" fee to VWFS (which fee does not form part of theReceivables). VWFS then acts as the Obligor's agent in selling thevehicle and the sale proceeds of the vehicle are applied to settle the FinalRental Amount. Any surplus on sale in excess of the Final RentalAmount is retained by VWFS as a fee for acting as the Obligor's agentand is not passed back to the Obligor. The sale proceeds of the vehicle,including any surplus on sale in excess of the Final Rental Amount, aretransferred to the Issuer as PCP Recoveries and Enforcement Proceeds.Any shortfall between the sale proceeds and the Final Rental Amount isnot recovered from the Obligor.

Initial Receivables PurchasePrice

GBP 436,501,234.61 (equal to the Aggregate Discounted ReceivablesBalance of the Purchased Receivables as of the Initial Cut-Off Date less(i) an amount of GBP 8,100,000 for overcollateralisation purposes less(ii) the Initial Cash Collateral Amount).

Eligibility Criteria The Seller represents and warrants to the Issuer and to the SecurityTrustee, in respect of the Receivables sold by it under the ReceivablesPurchase Agreement, (i) as at the Initial Cut-Off Date in relation to theInitial Receivables, and (ii) as at each Additional Cut-Off Date inrelation to the Additional Receivables, acquired on such AdditionalPurchase Date that each Receivable meets a number of conditionscomprising (for the avoidance of doubt, when applying the conditionsbelow the Receivables have been selected randomly and not with theintention to prejudice the Noteholders):

(a) that the purchase of the Receivables may not have the resultthat the Aggregate Discounted Receivables Balance of allPurchased Receivables exceeds the following concentrationlimits with respect to the percentage of Discounted ReceivablesBalance generated under Financing Contracts for used vehicles(concentration limit: 50 per cent.), and under FinancingContracts for non-VW group brand vehicles (concentrationlimit: 10 per cent.);

(b) that none of the Obligors is an affiliate of the Seller;

(c) that the related Financing Contracts have been entered intoexclusively with Obligors which, if they are corporate entitieshave their registered office in England, Scotland or Wales or, ifthey are individuals have their place of residence in England,Scotland or Wales;

(d) that (according to the Seller's records) no pending bankruptcyor insolvency proceedings are initiated against any of theObligors;

(e) that such Purchased Receivable is denominated and payable inSterling;

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(f) that no Purchased Receivable is overdue;

(g) that the related Financing Contracts shall be governed by thelaws of England and Wales or Scotland (depending on wherethe Obligor is resident or incorporated);

(h) that the relevant Financing Contracts constitute legal valid,binding and enforceable agreements;

(i) that the status and enforceability of the Purchased Receivablesis not impaired due to warranty claims or any other rights of theObligor (even if the Issuer knew or could have known on theCut-Off Date of the existence of such defences or rights);

(j) that the status and enforceability of the Purchased Receivablesis not impaired by set-off rights and that no Obligor maintainsdeposits on accounts with VWFS;

(k) that those related Financing Contracts which are regulated bythe Financial Services and Markets Act 2000 (RegulatedActivities) Order 2001 comply in all material respects with therequirements of the Consumer Credit Act 1974, as amended(the "CCA"), associated secondary legislation on consumerfinancing and the rules in the Consumer Credit Sourcebookwithin the FCA Handbook and, in particular contain legallyaccurate instructions in respect of the right of revocation of theObligors and that none of the Obligors has used its right ofrevocation within the term of revocation;

(l) that such Purchased Receivable arises under a FinancingContract that (a) contains an obligation to pay a specified sumof money and is subject to no contingencies (other than anobligation to pay interest on overdue amounts), (b) does notrequire the Obligor under such Financing Contract to consent tothe transfer, sale or assignment of the rights and duties of theSeller under such Financing Contract or to the sale to a thirdparty of the Vehicle the subject thereof, and (c) does notcontain a confidentiality provision that purports to restrict thePurchaser's or the Security Trustee's exercise of rights under theReceivables Purchase Agreement, including, without limitation,the right to review such Financing Contract;

(m) that it can dispose of the Purchased Receivables free fromrights of third parties;

(n) the Seller is the legal and beneficial owner, free from anySecurity Interest, of the Purchased Receivables;

(o) that such Purchased Receivable was generated in the ordinarycourse of the Seller's or its Affiliate's business from the sale ofgoods or provision of credit or other services to the relevantObligor and the related Financing Contract was entered into inaccordance with the Customary Operating Practices;

(p) that other than the right to make partial early repayments asprovided for in the CCA, there are no provisions in theFinancing Contract related to such Purchased Receivablewhereby the Obligor may reduce the amount of such PurchasedReceivable payable by the Obligor below the level of the statedpayments as at the date of commencement of such FinancingContract (excluding any change as a result of any change in therate of Value Added Tax or the corporation tax or capital

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allowances regimes). However, at the discretion of the Servicerand in accordance with its Customary Operating Practices, theObligor may be given an option to reschedule repayments in amanner that increases or decreases the term of such FinancingContract and the consequential finance income; provided, thatthe total capital repayment shall not be impacted by any suchmeasure;

(q) that the Seller had at the time of origination of the FinancingContract under which such Purchased Receivable arises thenecessary licences pursuant to the CCA, the necessary interimpermissions pursuant to the Financial Services and Markets Act2000 and as at the date of the Receivables Purchase Agreementhas the necessary permissions pursuant to the FinancialServices and Markets Act 2000, and each Financing Contractthat is regulated by the Financial Services and Markets Act2000 (Regulated Activities) Order 2001 complies with theCCA, any statutory instrument or regulation made thereunderand the rules in the Consumer Credit Sourcebook within theFCA Handbook, and the Seller has not done anything thatwould cause such Purchased Receivable to be unenforceableunder the CCA;

(r) that on the relevant Cut-Off Date at least two instalments havebeen paid in respect of each of the Purchased Receivables andthat the Purchased Receivables require substantially equalmonthly payments to be made within seventy two (72) monthsof the date of origination of the Financing Contract and mayalso provide for a final balloon payment;

(s) that the Seller has complied with all material laws andregulations under the Data Protection Act 1998 with respect tosuch Purchased Receivable;

(t) that the terms of the Financing Contract related to suchPurchased Receivable require the Obligor to pay all insurance,repair/maintenance and taxes with respect to the relatedVehicle;

(u) that the Vehicle related to such Purchased Receivable is notrecorded in the records of the Servicer as at such Purchase Dateas having been (a) a total loss for insurance purposes or (b)stolen;

(v) that the purchase of Receivables may not have the result thatthe total outstanding amount (for the avoidance of doubt, thisrefers to the Aggregate Discounted Receivables Balance) ofPurchased Receivables resulting from Financing Contracts withone and the same Obligor exceeds GBP 500,000 in respect ofany single Obligor;

(w) that each of the Purchased Receivables will mature no earlierthan six (6) months and no later than seventy (70) months afterthe Cut-Off Date;

(x) that applicable details of the Vehicle relating to such PurchasedReceivable and the relevant motor finance contract have beensubmitted by VWFS for registration with HP Information Ltd;and

(y) that in the case of any PCP Receivable, the Vehicle relating to

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such PCP Receivable is not a Porsche.

Collections With respect to any Purchased Receivable and at a given Payment Date,the following amounts received during the relevant Monthly Period:

(a) all payments received by the Servicer related to such PurchasedReceivable in the form of cash, cheques, SWIFT payments,wire transfers, direct debits, bank giro credits or other form ofpayment made by an Obligor in respect of such PurchasedReceivable, including PCP Recoveries, excess mileage charges,Enforcement Proceeds and Insurance Proceeds;

(b) any payments received by the Servicer under any AncillaryRights related to such Purchased Receivable;

(c) any and all amounts received by the Servicer (after expenses ofrecovery, repair and sale in accordance with CustomaryOperating Practices) in connection with any sale or otherdisposition of the Vehicle related to such PurchasedReceivable;

(d) any payments received by the Servicer by way of recoveries inrespect of any such Purchased Receivable that has become aDefaulted Receivable;

(e) the aggregate Settlement Amounts or any payment received bythe Issuer on such Payment Date pursuant to Clause 11(Payment for non-existent Receivables) of the ReceivablesPurchase Agreement,

but shall not include any payments constituting Excluded Amounts.

Ancillary Rights Means, in relation to a Purchased Receivable, all remedies for enforcingthe same including, for the avoidance of doubt and without limitation:

(a) the right to demand, sue for, recover, receive and give receiptsfor all amounts due and to become due whether or not fromObligors or guarantors under or relating to the FinancingContract to which such Purchased Receivable relates and allguarantees (if any) (including, for the avoidance of doubt, anyEnforcement Proceeds received by the Seller or its agents);

(b) the benefit of all covenants and undertakings from Obligors andfrom guarantors under the Financing Contract to which suchReceivable relates and under all guarantees (if any);

(c) the benefit of all causes and rights of actions against Obligorsand guarantors under and relating to the Financing Contract towhich such Receivable relates and under and relating to allguarantees (if any);

(d) the benefit of any other rights, title, interest, powers andbenefits of the Seller into, under, pursuant to or in relation tosuch Financing Contract other than rights specifically relatingto the Vehicle itself (with such rights specifically relating to theVehicle including, without limitation, the right of ownershipbut excluding the rights to any PCP Recoveries);

(e) any Insurance Proceeds received by the Seller or its agentspursuant to Insurance Claims in each case insofar as the samerelate to the Financing Contract to which such Receivable

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relates; plus

(f) the benefit of any rights, title, interest, powers and benefits ofthe Seller in and to PCP Recoveries.

Excluded Amounts Comprise the following, which are not sold to the Issuer: (a) anySupplemental Servicer Fee, (b) any credit protection, asset value orother insurance premiums payable by Obligors to the relevant insurersvia the Servicer, (c) the VAT Component on payments received by theServicer, (d) any amounts payable by an Obligor in respect ofrefurbishment charges, wear-and-tear and other similar types ofrecoveries and charges (other than excess mileage charges), (e) anyoption to purchase fee specified in the Financing Contract and (f) anycashflows from maintenance contracts.

Interest Compensation Amount The element of the Discount Rate which with respect to any PaymentDate is available to compensate the Issuer for interest shortfalls sufferedby the Issuer as a result of the Early Settlement of PurchasedReceivables during the relevant Monthly Period. The InterestCompensation Amount shall be calculated on each Payment Date as theproduct of (a) the Interest Compensation Rate divided by 12, and (b) theFuture Discounted Receivables Balance. If, on any Payment Date, theInterest Compensation Amount is greater than the InterestCompensation Order of Priority Required Amount, the excess shall becredited to the Interest Compensation Ledger.

Interest Compensation Order ofPriority Amount

On any Payment Date, the sum of:

(a) the amount of Interest Compensation Amount necessary tosatisfy the Interest Compensation Order of Priority RequiredAmount due on such date; and

(b) if the Interest Compensation Amount is insufficient to satisfythe Interest Compensation Order of Priority Required Amountdue on such date, a drawing from the Interest CompensationLedger in an amount equal to the shortfall, until the balance ofthe Interest Compensation Ledger is equal to zero.

Interest Compensation Order ofPriority Required Amount

On each Payment Date the aggregate amount for all Financing Contractsthat have been subject to Early Settlement during the relevant MonthlyPeriod calculated as the Discounted Receivables Balance for theFinancing Contract subject to Early Settlement less the net present valueof the future payments for the same Financing Contract calculated usingthe relevant internal rate of return (rather than the Discount Rate).

Interest Compensation Ledger The ledger maintained on the Cash Collateral Account. The InterestCompensation Ledger will not form part of the General Cash CollateralAmount. The Interest Compensation Ledger will be available to payInterest Compensation Order of Priority Required Amounts on anyPayment Date. On the Issue Date VWFS will fund the InterestCompensation Ledger in an amount equal to the Interest CompensationLedger Initial Amount. Thereafter VWFS will be entitled to receive anyInterest Compensation Ledger Release Amounts outside of the Order ofPriority.

Interest Compensation LedgerRelease Amount

Means:

(a) if an Insolvency Event in respect of VWFS has occurred and iscontinuing, zero; or

(b)

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(i) on any Payment Date prior to the exercise of the Clean-UpCall Option:

(1) until an amount equal to the Interest CompensationLedger Initial Amount has been paid to VWFS, theamount standing to the credit of the InterestCompensation Ledger in excess of GBP 1,500,000;and

(2) thereafter, the amount standing to the credit of theInterest Compensation Ledger in excess of GBP3,000,000; and

(3) in connection with the repurchase of a PurchasedReceivable following a breach of representation andwarranty set out in Clause 9.1 (Warranties andRepresentations) of the Receivables PurchaseAgreement, an amount equal to the element of theinterest shortfall suffered by the Issuer as a result ofthe early settlement (by way of repurchase byVWFS) of that Purchased Receivable;

(ii) following the exercise of the Clean-Up Call Option, thebalance standing to the credit of the Interest CompensationLedger,

which shall be paid to the Seller.

IMPORTANT TRANSACTION DOCUMENTS AND TRANSACTION FEATURES

Receivables PurchaseAgreement

Pursuant to the provisions of the Receivables Purchase Agreement, theIssuer will acquire from VWFS the Purchased Receivables.

Clean-Up Call Option Under the Receivables Purchase Agreement, VWFS will have the optionbut not the obligation, to require the Issuer to exercise the Clean-Up CallOption and to repurchase the outstanding Purchased Receivables fromthe Issuer at any time when the Aggregate Discounted ReceivablesBalance for all outstanding Purchased Receivables is less than 10 percent of the sum of the Initial Receivables.

Overcollateralisation In addition to the Subordinated Loan there will be overcollateralisationin the amount of GBP 8,100,000 in the form of the additional AggregateDiscounted Receivables Balance as at the Closing Date. During theRevolving Period, Additional Receivables will be purchased at theAdditional Receivables Purchase Price which includesovercollateralisation in the form of the Additional ReceivablesOvercollateralisation Percentage.

Subordinated Loan The Subordinated Lender will grant the Subordinated Loan in a totalinitial nominal amount of GBP 72,501,234.61 to the Issuer on theClosing Date. The Subordinated Loan serves as credit enhancement andranks below the Notes with respect to payment of interest and principal.

Cash Collateral Account No later than the Closing Date, the Issuer will deposit GBP 5,400,000into the Cash Collateral Account which will serve as the initial CashCollateral Amount ("Initial Cash Collateral Amount"). Drawings fromthe Cash Collateral Account will be made in accordance with the Orderof Priority.

Monthly Collateral Account An account of the Issuer established with the Monthly CollateralAccount Bank.

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For the purposes of the below, the "Monthly Remittance Condition"shall be no longer satisfied if any of the following events occur: (a)Either Volkswagen Bank GmbH (or any of its successors within theVolkswagen Group as parent of the Servicer) (i) no longer has a short-term rating for unsecured and unguaranteed debt of at least "A-2" fromS&P or a long-term rating for unsecured and unguaranteed debt of atleast "BBB" from S&P, or (ii) where Volkswagen Bank GmbH (or anyof its successors within the Volkswagen Group as parent of the Servicer)is not the subject of an S&P short-term rating, a long-term rating forunsecured and unguaranteed debt of at least "BBB+" from S&P, or (iii)S&P notifies the Issuer and/or the Servicer that VWFS is no longerdeemed eligible under the applicable rating criteria by S&P.Volkswagen Bank GmbH (or any of its successors within theVolkswagen Group as parent of the Servicer) holds less than 100 percent. of the shares of VWFS, or (b) Volkswagen Bank GmbH (or any ofits successors within the Volkswagen Group as parent of the Servicer)no longer has a long-term rating for unsecured and unguaranteed debt ofat least "Baa1" from Moody's..

VWFS, in its capacity as the Servicer will be entitled to comminglefunds representing Collections with its own funds during each MonthlyPeriod in accordance with the following procedure:

(a) If and so long as the Monthly Remittance Condition is satisfied,VWFS will be entitled to commingle funds representingCollections with its own funds during each Monthly Period andwill be required to make a single deposit of such monthlyCollections to the Distribution Account on each Payment Dateand

(b) if and so long as the Monthly Remittance Condition is notsatisfied, VWFS will be entitled to commingle funds representingCollections with its own funds during each Monthly Periodprovided that, no later than fourteen (14) calendar days after thefirst day on which the Monthly Remittance Condition has notbeen satisfied, VWFS complies with the following mechanism:

With regard to any Payment Date, VWFS will:

(i) be required (A) on the eleventh Business Day prior to thestart of the relevant Monthly Period to determine theamount representing the Monthly Collateral Part 1 and totransfer an amount equal to the Monthly Collateral Part 1to the Monthly Collateral Account as security for theIssuer's claim, with respect to the Monthly CollectionsPart 1, and (B) to maintain the Monthly Collateral Part 1as collateral on the Monthly Collateral Account until theMonthly Collections Part 1 have been paid; and

(ii) further be required (A) on the eleventh Business Dayprior to the sixteenth calendar day of the relevantMonthly Period, to determine the amount representingthe Monthly Collateral Part 2 and transfer an amountequal to the Monthly Collateral Part 2 to the MonthlyCollateral Account as security for the Issuer's claim withrespect to the Monthly Collections Part 2 and (B) tomaintain the Monthly Collateral Part 2 as collateral onthe Monthly Collateral Account until the MonthlyCollections Part 2 have been paid; and

(c) VWFS will be required to transfer the following amounts (each

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as a single deposit) to the Distribution Account:

(i) on the fifth Business Day of each calendar month, theMonthly Collections Part 2; and

(ii) on the fifth Business Day following the fifteenth calendarday of each calendar month, the Monthly Collections Part1.

Any funds credited to the Monthly Collateral Account shall be releasedto VWFS, (i) if and as long as the Monthly Remittance Condition issatisfied again or (ii) VWFS's obligation to transfer and maintain theMonthly Collateral Part 1 and the Monthly Collateral Part 2 has ceasedto exist or (iii) if and to the extent that the Monthly Collateral Part 1 or,as the case may be, the Monthly Collateral Part 2 for the currentMonthly Period is determined to be less than the Monthly Collateral Part1 or the Monthly Collateral Part 2, respectively, for the immediatelypreceding Monthly Period; and

(d) On each Payment Date the Servicer shall:

(i) if the amounts transferred to the Distribution Accountin accordance with paragraph (c) above exceed theCollections received during the preceding MonthlyPeriod, effect the release of such excess amounts fromthe Distribution Account; or

(ii) if the Collections received during the precedingMonthly Period exceed the amounts transferred to theDistribution Account in accordance with paragraph (c)above, transfer the excess amount of such Collectionsto the Distribution Account.

Accumulation Account An account of the Issuer established with the Accumulation AccountBank.

The Accumulation Account will collect during the Revolving Periodpayments as set forth in the items ninth and tenth of the Order ofPriority. During the Revolving Period, amounts on deposit in theAccumulation Account shall be used by the Issuer for the purchase ofAdditional Receivables from the Seller according to the terms for thepurchase of Additional Receivables as set forth in Clause 4 (Sales ofAdditional Receivables) of the Receivables Purchase Agreement. Afterthe end of the Revolving Period, the Accumulation Account shall beclosed on the subsequent Payment Date and any amounts on deposit inthe Accumulation Account shall be transferred on such Payment Date tothe Distribution Account.

Servicing Agreement Under the Servicing Agreement between the Issuer, the Security Trusteeand VWFS, VWFS, inter alia, agrees to:

(a) service and collect the Purchased Receivables in accordance withthe Servicing Agreement;

(b) transfer to the Distribution Account of the Issuer on eachPayment Date the Collections for the relevant Monthly Period(see "Monthly Collateral Account" above).

(c) undertake to facilitate ECB, Bank of England, CRA3 and EMIRreporting for the Issuer; and

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(d) perform other tasks incidental to the above.

Servicer Replacement Event Means the occurrence of any event described in paragraphs (a) to (d)below:

(a) any unremedied failure (and such failure is not remedied withinthree (3) Business Days of notice of such failure being given) bythe Servicer to deliver or cause to be delivered any requiredpayment to the Issuer for distribution to the Noteholders, to theSwap Counterparty, and the Subordinated Lender;

(b) any unremedied failure (and such failure is not remedied withinthree (3) Business Days of notice of such failure being given) bythe Servicer to duly observe and/or perform in any materialrespect any other of its covenants or agreements which failurematerially and adversely affects the rights of the Issuer or theNoteholders;

(c) the Servicer becomes subject to an Insolvency Event; or

(d) the Servicer fails to renew, or suffers the revocation of, thenecessary permissions pursuant to the Financial Services andMarkets Act 2000 or licences to conduct its business under theData Protection Act, and such authorisations or licences are notreplaced or reinstated within sixty days,

provided, however, that if a Servicer Replacement Event referred tounder paragraph (a), or (b) above has occurred and was caused by anevent beyond the reasonable control of the Servicer and if the respectivedelay or failure of performance is cured within a period of ninety days, aServicer Replacement Event will be deemed not to have occurred.

Trust Agreement, Deed ofCharge and Assignment andassignation in security

The Issuer, acting for and on behalf of its Compartment Driver UK sixhas entered into a Trust Agreement, a Deed of Charge and Assignmentand an assignation in security (an "Assignation in Security"), governedby the laws of Germany, England and Scotland, as applicable and mayenter into further Assignations in Security relative to further trustinterests in Additional Receivables that are Scottish Receivables.

Under the Trust Agreement, the Issuer has instructed and authorised theSecurity Trustee to hold, administer, collect and realise the collateral astrustee (Treuhänder) for the benefit of the Transaction Creditorspursuant to the terms of the Trust Agreement, the Deed of Charge andAssignment and Assignations in Security.

In the Trust Agreement, the Issuer undertakes to pay the SecurityTrustee, under the same terms and conditions, an amount equal to theaggregate of all its present and future obligations to all the TransactionCreditors (including the holders of the Notes) pursuant to theTransaction Documents (the "Trustee Claim").

To provide collateral for the respective Trustee Claim, under the TrustAgreement the Issuer assigns and/or pledges, as applicable, to theSecurity Trustee all its claims and other rights arising from the GermanTransaction Documents (with the exception of claims and other rightsarising from the Trust Agreement), for the avoidance of doubt includingthe rights to unilaterally alter a legal relationship (unselbständigeGestaltungsrechte) and from all present and future German lawcontracts the Issuer has entered or may enter into in connection with theTransaction Documents. In addition, the Issuer pledged to the SecurityTrustee all its present and further claims against the Security Trustee

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arising under the Trust Agreement.

In addition, the Notes are secured and share the same Security with theother Secured Obligations of the Issuer as set out in the Deed of Chargeand Assignment and the assignation in security.

The Security granted by the Issuer pursuant to the Deed of Charge andAssignment includes:

(a) an assignment by way of first fixed security of all of its presentand future right, title and interest to, in and under the PurchasedReceivables;

(b) an assignment by way of first fixed security of all of its presentand future right, title and interest to, in and under:

(i) the Charged Transaction Documents;

(ii) each other contract, agreement, deed and document,present and future, to which the Issuer is or becomes aparty (other than the Deed of Charge and Assignment,the German Transaction Documents, the LuxembourgTransaction Documents, any Scottish Declaration ofTrust and any Assignation in Security) (each an "OtherCharged Contract"),

(together, the "Relevant Contracts") including, withoutlimitation, all rights to receive payment of any amounts whichmay become payable to the Issuer thereunder and all paymentsreceived by the Issuer thereunder including, without limitation,all rights to serve notices and/or make demands thereunderand/or to take such steps as are required to cause payments tobecome due and payable thereunder and all rights of action inrespect of any breach thereof and all rights to receive damagesor obtain other relief in respect thereof;

(c) an assignment by way of first fixed security of all its right, title,interest and benefit, present and future, in, under and to allsums of money which may now be or hereafter are from time totime standing to the credit of the Accounts together with allinterest accruing from time to time thereon and the debtsrepresented thereby;

(d) an assignment by way of first fixed security of all of its presentand future right, title and interest to, in and under the proceedsof any of the interests referred to (a) to (b) above; and

(e) a first floating charge over the whole of the Issuer's undertakingand all the Issuer's property, assets and rights whatsoever andwheresoever present and future including the Issuer's uncalledcapital (including any property or assets from time to time orfor the time being effectively charged by way of fixed charge orassigned by way of security, and the whole of the Issuer'sundertaking, property assets and rights situated in Scotland orotherwise governed by Scottish law).

In addition, as continuing security for the payment or discharge of theSecured Obligations, the Issuer has granted and will grant Assignationsin Security in favour of the Security Trustee, for itself and on trust forthe Transaction Creditors relative to Scottish Declarations of Trust,under which VWFS holds and will hold in trust for the Issuer all itspresent and future rights, title and interest in, to and under, inter alia, the

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Scottish Receivables.

Swap Agreements The Issuer will enter into an interest rate swap in relation to the Class ANotes on or about the Closing Date with the Class A Swap Counterparty(the "Class A Swap Agreement") under which, on each Payment Date,it will exchange an amount equal to the product of (i) 0.942 per cent, (ii)the Note Principal Amount Outstanding of the Class A Notes and (iii)the relevant day count fraction, against payment by the Class A SwapCounterparty of an amount equal to the product of (i) the sum of LIBORand the Class A Interest Margin (ii) the Note Principal AmountOutstanding of the Class A Notes and (iii) the relevant day countfraction.

The Issuer will enter into an interest rate swap in relation to the Class BNotes on or about the Closing Date with the Class B Swap Counterparty(the "Class B Swap Agreement") under which, on each Payment Date,it will exchange an amount equal to the product of (i) 1.370 per cent, (ii)the Note Principal Amount Outstanding of the Class B Notes and (iii)the relevant day count fraction, against payment by the Class B SwapCounterparty of an amount equal to the product of (i) the sum of LIBORand the Class B Interest Margin (ii) the Note Principal AmountOutstanding of the Class B Notes and (iii) the relevant day countfraction.

Data Protection TrustAgreement

VWFS has appointed Wilmington Trust SP Services (Frankfurt) GmbH,as Data Protection Trustee under the provisions of the Data ProtectionTrust Agreement and, on the Closing Date, will make the PortfolioDecryption Key (which is for the identification of the names andaddresses of the Obligors in respect of the Purchased Receivables)available to the Data Protection Trustee. The Data Protection Trusteewill carefully safeguard the Portfolio Decryption Key and protect itagainst unauthorised access by any third party. Delivery of the PortfolioDecryption Key is permissible only to (i) (at the request of the SecurityTrustee) a replacement Servicer or (ii) to the Seller or, at the request ofthe Seller or the Security Trustee, to the replacement Data ProtectionTrustee subject to applicable data protection laws and banking secrecyprovisions. The Data Protection Trustee has agreed to notify theObligors of the assignment of the Purchased Receivables to the Issuerand instruct the Obligors to make all payments in respect of thePurchased Receivables to the Distribution Account of the Issuerfollowing delivery to it of a Notification Event Notice.

Corporate Services Agreement The Issuer entered into the Corporate Services Agreement withCircumference FS (Luxembourg) S.A. as Corporate Services Providerand the Security Trustee, pursuant to which the Corporate ServicesProvider shall perform certain services for the Issuer, particularly takingover the accounting for the Issuer and providing the directors of theIssuer in any company law matters and providing the registered office ofthe Issuer.

Account Agreement Under the terms of the Account Agreement, the Issuer holds theAccumulation Account with the Accumulation Account Bank, theDistribution Account with the Distribution Account Bank, theCounterparty Downgrade Collateral Account with the CounterpartyDowngrade Collateral Account Bank, the Cash Collateral Account withthe Cash Collateral Account Bank and the Monthly Collateral Accountwith the Monthly Collateral Account Bank.

Should the Account Bank cease to have the Account Bank RequiredRating or fails to maintain an Account Bank Required Guarantee, theAccount Bank shall use all endeavours within its control for a period of

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thirty (30) calendar days to assist the Issuer to, and the Issuer shall: (i)transfer the Accounts held with it to an Eligible Collateral Bank or (ii)find an irrevocable and unconditional guarantor providing the AccountBank Required Guarantee, or (iii) (in the case of a rating from S&Ponly) take any other action in order to maintain the rating of the Notesor to restore the rating of the Notes or such other rating or ratings asmay be agreed by the relevant Rating Agency from time to time aswould maintain the then current ratings of the Notes.

Counterparty DowngradeCollateral Account

The counterparty downgrade collateral account of the Issuer establishedwith the Counterparty Downgrade Collateral Account Bank forcollateral provided by the Swap Counterparty pursuant to the SwapAgreements. Any cash or securities collateral posted to suchCounterparty Downgrade Collateral Account as a result of a ratingsdowngrade of the Swap Counterparty shall be monitored on a specificledger and any cash collateral shall bear interest. Such collateral shall besegregated from the Distribution Account and from the general cashflow of the Issuer and shall not constitute Collections. Collateral postedto such Counterparty Downgrade Collateral Account is solely for thepurposes of, and in connection with, collateralising the SwapAgreements and may only be paid out of the Counterparty DowngradeCollateral Account to enable the Issuer to return collateral to the SwapCounterparty in accordance with the terms of the relevant SwapAgreement or applied in or towards satisfaction of the SwapCounterparty's obligations to the Issuer upon termination of therespective Swap Agreement.

Risk Factors Prospective investors in the Notes should consider, among other things,certain risk factors in connection with the purchase of the Notes. Suchrisk factors as described below may influence the ability of the Issuer topay interest, principal or other amounts on or in connection with anyNotes. The risks in connection with the investment in the Notes include,inter alia, risks relating to the assets and the Transaction Documents,risks relating to the Notes and risks relating to the Issuer. These riskfactors represent the principal risks inherent in investing in the Notesonly and shall not be deemed as exhaustive. See "RISK FACTORS".

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USE OF PROCEEDS

The aggregate gross proceeds from the issue of the Notes and the Subordinated Loan will be used topurchase the Purchased Receivables from VWFS, against payment of the Initial Receivables PurchasePrice, and to endow the Cash Collateral Account with GBP 5,400,000 which is equal to the sum of theInitial Cash Collateral Amount.

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DOCUMENTS INCORPORATED BY REFERENCE

This Offering Circular should be read and construed in conjunction with:

(a) The Issuer's 2015 Financial Statements (defined below); and

(b) The Issuer's 2016 Financial Statements (defined below).

The following information, which has been published and filed with the Commission de Surveillance du Secteur

Financier, shall be deemed to be incorporated by reference in, and to form part of, this Offering Circular and have been

published on the website of the Luxembourg Stock Exchange (www.bourse.lu).

The information incorporated by reference above is available as follows:

Page Section of OfferingCircular

Document incorporated by reference

The Issuer, FinancialStatements

Driver UK Multi-Compartment S.A.'s audited annual financial statements for theyear ended 31 March 2016 (the "2016 Financial Statements"), prepared inaccordance with Luxembourg legal and regulatory requirements relating to thepreparation of annual accounts:

Page

Directors' report................................................................................................2-6

Audit report ......................................................................................................7-8

Balance sheet as at 31 March 2016 ................................................................9-14

Profit and loss account for the year ended 31 March 2016...........................15-17

Notes to the accounts…………………………………………………………18-37

The Issuer, FinancialStatements

Driver UK Multi-Compartment S.A.'s audited annual financial statements forthe year ended 31 March 2015 (the "2015 Financial Statements"), prepared inaccordance with Luxembourg legal and regulatory requirements relating to thepreparation of annual accounts:

Page

Directors' report................................................................................................2-4

Audit report ......................................................................................................5-6

Balance sheet as at 31 March 2015 ..................................................................... 7

Profit and loss account for the year ended 31 March 2015.................................. 8

Notes to the accounts……………………………………………….……..…9-15

The information incorporated by reference that is not included in the above cross-reference list, is consideredadditional information and is not required by the relevant schedules of Commission Regulation (EC) No. 809/2004 of29 April 2004, as amended.

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ABSTRACT OF THE CONDITIONS OF THE NOTES

GENERAL ABSTRACT OF THE CONDITIONS OF THE NOTES

The Notes do not represent obligations of VWFS or any other party other than the Issuer.

Denomination

The Issue in the aggregate nominal amount of GBP 340,200,000 registered Class A Notes of GBP 100,000nominal amount each, ranking equally among themselves but senior to the Class B Notes and of GBP29,200,000 registered Class B Notes of GBP 100,000 nominal amount each ranking equally amongthemselves but subordinated to the Class A Notes.

Registered Global Notes

The Notes of each Class are represented by a global registered note (the "Global Note") without coupons.The Global Notes representing the Class A Notes will be deposited with a Common Safekeeper forClearstream Luxembourg and Euroclear and will be held in book-entry form only. The Global Notesrepresenting the Class B Notes will be deposited with a common depositary for Clearstream Luxembourgand Euroclear and will be held in book-entry form only. Each Global Note will bear the personal signaturesof two (2) duly authorised directors of the Issuer and will be authenticated by one or more employees of theRegistrar. The Global Notes representing the Class A Notes will be effectuated by the CommonSafekeeper.

The Issuer will cause to be kept at the specified office of the Registrar a register (the "Register") on whichwill be entered the names and addresses of the Noteholders (as specified below) and the particulars of suchNotes held by them and all transfers and payments (of interest and principal) of such Notes. The rights ofthe Noteholders evidenced by the Global Note and title to the respective Global Note itself (held on behalfof the Noteholders by the Registered Holder) pass by assignment and registration in the Register. TheGlobal Notes representing the Class A Notes will be issued in the name of a nominee of the CommonSafekeeper and the Global Notes representing the Class B Notes will be issued in the name of a nominee ofthe common depositary for Clearstream Luxembourg and Euroclear (each such nominee, respectively, the"Registered Holder"). The Registered Holder will be registered as Noteholder in the Register and holdssuch Notes on behalf of the actual Noteholders.

Each person (other than Euroclear or Clearstream Luxembourg) who is for the time being shown in therecords of Euroclear and/or Clearstream Luxembourg, as the holder of a particular nominal amount of suchNotes shall be treated by the Issuer and any paying agent as the holder of such nominal amount of theNotes for all purposes.

No transfer of Notes will be valid unless entered into the Register, provided that the interests in the Notesrepresented by a Global Note are transferable only according to applicable rules and regulations ofClearstream Luxembourg, and Euroclear, as the case may be. The Global Note will not be exchangeablefor definitive Notes.

Notwithstanding Condition 11 (Notices), as long as the Global Notes are registered in the name of theRegistered Holder notices to Noteholders may be validly given if transmitted to Euroclear and ClearstreamLuxembourg for further communication to the persons shown as holders of the Notes in their records. Anynotice so given shall be deemed to have been given to all Noteholders on the seventh day after the day onwhich the said notice was given to Euroclear and Clearstream Luxembourg; provided, however, that, solong as the Notes are listed on the official list of the Luxembourg Stock Exchange and are admitted totrading on the regulated market of the Luxembourg Stock Exchange and its rules so require, all noticesconcerning the Notes shall be published in an official journal with nation-wide circulation of theLuxembourg Stock Exchange to which the Notes are listed on the official list and admitted to trading onthe regulated market (which is expected to be the Luxemburger Wort) or on the website of the LuxembourgStock Exchange (www.bourse.lu).

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Payments of Principal and Interest

Payments of principal and interest, if any, under the Notes shall be made by the Paying Agent on theIssuer's behalf for further payment to Clearstream Luxembourg and Euroclear or to its order for credit tothe relevant account holders of Euroclear and Clearstream Luxembourg. All Payments in respect of anyNote made by, or on behalf of, the Issuer to, or to the order of Euroclear or Clearstream Luxembourg shalldischarge the liability of the Issuer under such Note to the extent of sums so paid.

The first payment shall be made on 25 October 2017. The final payment of the then outstanding principalamount plus interest thereon is expected to be made on the Payment Date relating to the Monthly Periodwhich includes the last day on which a payment on outstanding Purchased Receivables becomes due,falling on 26 February 2024 for the Class A Notes (the "Class A Scheduled Repayment Date") and thePayment Date falling on 26 February 2024 for the Class B Notes (the "Class B Scheduled RepaymentDate"). All payments of interest on and principal of each Class of Notes will be due and payable at thelatest in full on the Final Maturity Date of such Class of Notes (the "Final Maturity Date"), which shall betwenty four (24) months after the Scheduled Repayment Date and which shall be the Payment Date fallingon 25 February 2026 for the Class A Notes (the "Class A Final Maturity Date") and the Payment Date(defined below) falling on 25 February 2026 for the Class B Notes (the "Class B Final Maturity Date").

On 25 October 2017 and thereafter until the final payment on the 25th calendar day of each month or, in theevent such day is not a Business Day, on the next following Business Day, unless such day falls in the nextcalendar month, in which case the date will be the first preceding day that is a Business Day, (the"Payment Date") the Issuer shall, subject to Condition 4.3, pay to the Class A Noteholders interest on thenominal amount of the Class A Notes immediately prior to the respective Payment Date, at the Class ANotes Interest Rate, and thereafter, following the end of the Revolving Period, from the remainingAvailable Distribution Amount on each Payment Date provided that the payment of interest due andpayable on the Class B Notes has been paid (prior to the occurrence of a Foreclosure Event), payment ofthe Class A Amortisation Amount, which comprises a payment of principal in respect of the Class A Notesuntil the Note Principal Amount Outstanding of the Class A Notes equals the Targeted Class A NoteBalance.

On each Payment Date the Issuer shall, subject to Condition 4.3, pay to the Class B Noteholders interest onthe nominal amount of the Class B Notes immediately prior to the respective Payment Date after paymentof interest due and payable on the Class A Notes, at the Class B Notes Interest Rate, following the end ofthe Revolving Period, and shall make repayments of the nominal amount of the Class B Notes by paying tothe Noteholders thereof from any amounts remaining from the Available Distribution Amount afterpayment of interest due on the Notes on such Payment Date and after the payment of principal on the ClassA Notes, payment of the Class B Amortisation Amount, which comprises a payment of principal in respectof the Class B Notes until the Note Principal Amount Outstanding of the Class B Notes equals the TargetedClass B Note Balance.

Such Available Distribution Amount includes (i) amounts received as Collections or collected by theServicer, plus (ii) payments from the Cash Collateral Account in accordance with clause 20.3 of the TrustAgreement, plus (iii) (1) the Net Swap Receipts under the Swap Agreements, plus (2) where the relevantSwap Agreement has been terminated, any Swap Termination Payments due by the Issuer to the departingSwap Counterparty have been paid, (after returning any Excess Swap Collateral to the Swap Counterparty),and no replacement Swap Counterparty has been found, an amount equal to the lesser of (A) the fundsstanding to the credit of the Counterparty Downgrade Collateral Account and (B) the Net Swap Receiptsthat would have been required to be paid under the terminated Swap Agreement had there been notermination of such Swap Agreement, plus (3) where the relevant Swap Agreement has been terminated,amounts allocated in accordance with clause 20.12 of the Trust Agreement, plus (iv) after the end of theRevolving Period, transfers from the Accumulation Account to the Distribution Account pursuant to theTrust Agreement, plus (v) interest earned on the Distribution Account, and the Accumulation Account;plus (vi) the Interest Compensation Order of Priority Amount; minus (vii) the Interest CompensationAmount.

The Issuer is only obliged to make any payments to the Noteholders if it has first received such amountsfor its free disposal. Prior to a Foreclosure Event, payments to the Class A Noteholders of principal will beeffected only after the payment to the Class B Noteholders of interest on the respective Payment Date. Allpayment obligations of the Issuer constitute solely obligations of the Issuer to distribute amounts out of theAvailable Distribution Amount according to the Order of Priority and are limited recourse.

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Order of Priority

Pre-Foreclosure Event: Prior to the occurrence of a Foreclosure Event, distributions will be made on eachPayment Date from the Available Distribution Amount according to the following order of priority (the"Order of Priority") as set forth in Clause 21.3 (Order of Priority) of the Trust Agreement:

(a) first, amounts payable in respect of taxes (if any) by the Issuer;

(b) second, amounts (excluding any payments under the Trustee Claim) payable (i) to theSecurity Trustee under the Trust Agreement or the Deed of Charge and Assignmentand (ii) pari passu to any successor of the Security Trustee (if applicable) appointedpursuant to Clauses 30 (Termination by the Security Trustee for Good Cause) and 31(Replacement of the Security Trustee) of the Trust Agreement or under any agreementreplacing the Trust Agreement;

(c) third, to the Servicer the Servicer Fee;

(d) fourth, of equal rank amounts payable (i) to the directors of the Issuer; (ii) to theCorporate Services Provider under the Corporate Services Agreement; (iii) to eachAgent under the Agency Agreement; (iv) to the Account Bank and the CashAdministrator under the Account Agreement; (v) to the Rating Agencies the fees forthe monitoring of the Issue; (vi) to the Joint Lead Managers and the Managers underthe Note Purchase Agreement; (vii) to the Data Protection Trustee under the DataProtection Trust Agreement and (viii) to the Issuer in respect of other administrationcosts and expenses of the Issuer, including, without limitation, any costs relating to thelisting of the Notes on the official list of the Luxembourg Stock Exchange and theadmission to trading of the Notes on the regulated market of the Luxembourg StockExchange, any auditors' fees, any tax filing fees and any annual return or exemptcompany status fees and any Administrator Recovery Incentive;

(e) fifth, amounts payable by the Issuer to the (respective) Swap Counterparty in respect ofany Net Swap Payments or any Swap Termination Payments under the SwapAgreements (if any and provided that the Swap Counterparty is not the DefaultingParty (as defined in the relevant Swap Agreement) and there has been no terminationof the transaction under the Swap Agreement due to a termination event relating to theSwap Counterparty's downgrade); if the amounts available to the Issuer to makepayment to a Swap Counterparty are insufficient to meet the Issuer's paymentobligations under the Swap Agreements, the Issuer will use such amounts first forpayments due under the Class A Swap Agreement and, to the extent such paymentobligations have been fully satisfied, second, for payments due under the Class B SwapAgreement;

(f) sixth, on a pro rata and pari passu basis, amounts payable in respect of (a) interestaccrued during the immediately preceding Interest Period on the Class A Notes plus (b)Interest Shortfalls (if any) on the Class A Notes;

(g) seventh, on a pro rata and pari passu basis, amounts payable in respect of (a) interestaccrued during the immediately preceding Interest Period on the Class B Notes plus (b)Interest Shortfalls (if any) on the Class B Notes;

(h) eighth, to the Cash Collateral Account, until the General Cash Collateral Amount isequal to the Specified General Cash Collateral Account Balance;

(i) ninth, on a pro rata and pari passu basis, (1) the Class A Amortisation Amount and (2)an amount equal to the Class A Accumulation Amount (which, during the RevolvingPeriod, shall be credited to the Accumulation Account for the purposes of acquiringAdditional Receivables);

(j) tenth, on a pro rata and pari passu basis, (1) the Class B Amortisation Amount and (2)an amount equal to the Class B Accumulation Amount (which, during the RevolvingPeriod, shall be credited to the Accumulation Account for the purposes of acquiringAdditional Receivables);

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(k) eleventh, by the Issuer to the Swap Counterparty, any payments under the SwapAgreements other than those made under item fifth above; if the amounts available tothe Issuer to make payment to the Swap Counterparty are insufficient to meet theIssuer's payment obligations under the Swap Agreements, such payments by the Issuerwill be used first for payments due under the Class A Swap Agreement and, to theextent such payment obligations have been fully satisfied, second, for payments dueunder the Class B Swap Agreement;

(l) twelfth, to the Subordinated Lender amounts payable in respect of accrued and unpaidinterest on the Subordinated Loan (including, without limitation, overdue interest);

(m) thirteenth, to the Subordinated Lender, principal amounts until the aggregate principalamount of the Subordinated Loan has been reduced to zero; and

(n) fourteenth, to pay all remaining excess to VWFS by way of a final success fee.

On any Payment Date after satisfaction of the amounts in clause 20.3(a) (Distribution Account;Accumulation Account; Cash Collateral Account, Counterparty Downgrade Collateral Account; SwapProvisions) of the Trust Agreement, any positive difference between the General Cash Collateral Amountand the Specified General Cash Collateral Account Balance shall be distributed according to the followingOrder of Priority, provided that no Credit Enhancement Increase Condition is in effect. Any amounts as setout below will only be distributed from any amounts remaining after the distribution in accordance withClause 21.3 of the Trust Agreement:

(i) first, to the Subordinated Lender amounts payable in respect of accrued and unpaid intereston the Subordinated Loan (including, without limitation, overdue interest);

(ii) second, to the Subordinated Lender, until the aggregate principal amount of theSubordinated Loan has been reduced to zero; and

(iii) third, to pay all remaining excess to VWFS by way of a final success fee.

Foreclosure Event: Following the occurrence of a Foreclosure Event, distributions will be made by theSecurity Trustee from the Available Distribution Amount and any proceeds of enforcement of the Securityaccording to the following Order of Priority:

(a) first, amounts payable in respect of taxes (if any) by the Issuer;

(b) second, amounts (excluding any payments under the Trustee Claim) payable (i) to theSecurity Trustee under the Trust Agreement or the Deed of Charge and Assignment,(ii) pari passu to any successor of the Security Trustee (if applicable) appointedpursuant to Clauses 30 (Termination by the Security Trustee for Good Cause) and 31(Replacement of the Security Trustee) of the Trust Agreement or under any agreementreplacing the Trust Agreement and (iii) any fees, costs, expenses, indemnities and otheramounts due and payable to any receiver, manager, receiver and manager,administrator or administrative receiver appointed in respect of the Issuer inaccordance with the Deed of Charge and Assignment;

(c) third, to the Servicer the Servicer Fee;

(d) fourth, of equal rank amounts payable (i) to the directors of the Issuer; (ii) to theCorporate Services Provider under the Corporate Services Agreement; (iii) to eachAgent under the Agency Agreement; (iv) to the Account Bank and the CashAdministrator under the Account Agreement; (v) to the Rating Agencies the fees forthe monitoring of the Issue; (vi) to the Joint Lead Managers and the Managers underthe Note Purchase Agreement; (vii) to the Data Protection Trustee under the DataProtection Trust Agreement and (viii) to the Issuer in respect of other administrationcosts and expenses of the Issuer, including, without limitation, any costs relating to thelisting of the Notes on the official list of the Luxembourg Stock Exchange and theadmission to trading of the Notes on the regulated market of the Luxembourg StockExchange, any auditors' fees, any tax filing fees and any annual return or exemptcompany status fees and any Administrator Recovery Incentive;

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(e) fifth, amounts payable by the Issuer to the Swap Counterparty in respect of any NetSwap Payments or any Swap Termination Payments under the Swap Agreements (ifany and provided that the Swap Counterparty is not the Defaulting Party (as defined inthe relevant Swap Agreement) and there has been no termination of the transactionunder the Swap Agreement due to a termination event relating to the SwapCounterparty's downgrade); if the amounts available to the Issuer to make payment tothe Swap Counterparty are insufficient to meet the Issuer's payment obligations underthe Swap Agreements, such payments by the Issuer will be used first for payments dueunder the Class A Swap Agreement and, to the extent such payment obligations havebeen fully satisfied, second, for payments due under the Class B Swap Agreement;

(f) sixth, on a pro rata and pari passu basis, amounts payable in respect of (a) interestaccrued during the immediately preceding Interest Period on the Class A Notes plus (b)Interest Shortfalls (if any) on the Class A Notes;

(g) seventh, on a pro rata and pari passu basis to the holders of the Class A Notes in respectof principal until the Class A Notes are redeemed in full;

(h) eighth, on a pro rata and pari passu basis, amounts payable in respect of (a) interestaccrued during the immediately preceding Interest Period on the Class B Notes plus (b)Interest Shortfalls (if any) on the Class B Notes;

(i) ninth, on a pro rata and pari passu basis to the holders of the Class B Notes in respectof principal until the Class B Notes are redeemed in full;

(j) tenth, by the Issuer to the Swap Counterparty, any payments under the SwapAgreements other than those made under item fifth above; if the amounts available tothe Issuer to make payment to the Swap Counterparty are insufficient to meet theIssuer's payment obligations under the Swap Agreements, such payments by the Issuerwill be used first for payments due under the Class A Swap Agreement and, to theextent such payment obligations have been fully satisfied, second, for payments dueunder the Class B Swap Agreement;

(k) eleventh, to the Subordinated Lender amounts payable in respect of accrued and unpaidinterest on the Subordinated Loan (including, without limitation, overdue interest);

(l) twelfth, to the Subordinated Lender, principal amounts until the aggregate principalamount of the Subordinated Loan has been reduced to zero; and

(m) thirteenth, to pay all remaining excess to VWFS by way of a final success fee.

Optional Redemption of the Notes / Clean-Up Call Option

VWFS will have the option but not the obligation, to require the Issuer to exercise the Clean-Up CallOption and to repurchase the outstanding Purchased Receivables from the Issuer at any time when theAggregate Discounted Receivables Balance for all outstanding Purchased Receivables is less than 10 percent of the sum of the Initial Receivables.

Cash Collateral Account

On the date of the issue of the Notes, the Issuer will deposit GBP 5,400,000 in the Cash Collateral Account.The Issuer has agreed to keep the Cash Collateral Account at all times with a bank that has Account BankRequired Ratings. In the event that the Cash Collateral Account Bank ceases to have the Account BankRequired Ratings or fails to maintain an Account Bank Required Guarantee, Account Bank shall use allendeavours within its control for a period of thirty (30) calendar days to assist the Issuer to, and the Issuershall: (i) transfer the Accounts held with it to an Eligible Collateral Bank or (ii) find an irrevocable andunconditional guarantor providing the Account Bank Required Guarantee, or (iii) (in the case of a ratingfrom S&P only) take any other action in order to maintain the rating of the Notes or to restore the rating ofthe Notes or such other rating or ratings as may be agreed by the relevant Rating Agency from time to timeas would maintain the then current ratings of the Notes.

The amount of GBP 5,400,000 serves as the initial Cash Collateral Amount.

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On each Payment Date, amounts payable under item eighth of the Order of Priority set out in Clause 21.3(Order of Priority) of the Trust Agreement shall be deposited in the Cash Collateral Account until therelevant balance equals the Specified General Cash Collateral Account Balance. The funds in the CashCollateral Account (other than the balance standing to the credit of the Interest Compensation Ledger) arereferred to as the "General Cash Collateral Amount".

On each Payment Date prior to the occurrence of a Foreclosure Event the General Cash Collateral Amountshall be used:

(a) first, to cover any shortfalls in the amounts payable under items first through seventh of the Order

of Priority set out in clause 21.3 (Order of Priority) of the Trust Agreement;

(b) second, to make payment of the amounts due and payable under clause 21.4 (Order of Priority) of

the Trust Agreement; and

(c) third, on the latest occurring Final Maturity Date of any of the Notes, to make payment of the

amounts due and payable under items ninth, tenth, eleventh, twelfth, thirteenth and fourteenth of

the Order of Priority set out in clause 21.3 (Order of Priority) of the Trust Agreement.

In addition, the Servicer is entitled to utilise the General Cash Collateral Amount to the extent and in theamounts as agreed with its auditors for the purposes of the Clean-Up Call Option. In connection with theexercise of the Clean-Up Call Option, VWFS shall ensure that all amounts outstanding under the Notes andany obligations ranking pari passu with or senior to the Notes in the Order of Priority are discharged infull.

On each Payment Date, provided that amounts in (a) above are satisfied, any amount of the General CashCollateral Amount in excess of the Specified General Cash Collateral Account Balance for that PaymentDate, provided that no Credit Enhancement Increase Condition is in effect, will be released for payment tothe Subordinated Lender of the Subordinated Loan (until all amounts payable in respect of accrued andunpaid interest have been made and the principal of the Subordinated Loan has been reduced to zero) andthereafter to the Seller as provided for under the terms of the Trust Agreement.

Paying Agent, Registrar

The Issuer will make payments to the Noteholders through the Paying Agent. Payments shall be made fromthe Issuer's accounts with the Account Bank. The Bank of New York Mellon, London Branch as PayingAgent does not need to execute an affidavit or fulfil any formalities other than the compliance with tax,currency exchange or other regulations of the country where the distribution takes place. The Bank of NewYork Mellon, London Branch is a branch of an independent credit institution and is not affiliated to VWFSor the Issuer and may be substituted as provided for in Condition 8.6 of the Conditions of the Notes.

The Issuer has appointed The Bank of New York Mellon SA/NV, Luxembourg branch, as Registrar to keepthe Register. The Bank of New York Mellon SA/NV, Luxembourg branch is not affiliated to VWFS or theIssuer and may be substituted as provided for in Condition 8.6 of the Conditions of the Notes.

Security, Security Trustee and Enforcement

The Issuer, acting for and on behalf of its Compartment Driver UK six, has entered into a Trust Agreement,a Deed of Charge and Assignment and an Assignation in Security and may enter into further Assignationsin Security. In respect of the Trust Agreement, the Deed of Charge and Assignment, the Assignations inSecurity and the security created thereunder, see "ABSTRACT OF THE OTHER PRINCIPALTRANSACTION DOCUMENTS" below.

Trust Agreement

For the benefit of the Transaction Creditors, the Issuer has appointed the Security Trustee pursuant to theTrust Agreement and has instructed and authorised the Security Trustee to act as trustee for the benefit ofthe Transaction Creditors pursuant to the terms of the Trust Agreement (as Treuhänder), the Deed ofCharge and Assignment and the Assignation in Security.

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In the Trust Agreement, the Issuer has undertaken to pay the Security Trustee, under the same terms andconditions, an amount equal to the aggregate of all its present or future obligations to all the TransactionCreditors (including the holders of the Notes) pursuant to the Transaction Documents (the "TrusteeClaim").

After the occurrence of a Foreclosure Event, the Security Trustee will at its reasonable discretion forecloseor enforce or cause the foreclosure or the enforcement of the Security.

Pursuant to the Trust Agreement, the Issuer has assigned or transferred (as applicable) to the SecurityTrustee for security purposes all its claims and other rights arising from the German TransactionDocuments (with the exception of claims and other rights arising from the Trust Agreement) (including therights to unilaterally alter a legal relationship (unselbständige Gestaltungsrechte)) and from all present andfuture German law contracts the Issuer has entered or may enter into in connection with the Notes, theSubordinated Loan, the Swap Agreements or the Receivables. In addition, the Issuer pledged to theSecurity Trustee all its present and future claims against the Security Trustee arising under the TrustAgreement.

Deed of Charge and Assignment and Assignation in Security

In addition, the Notes are secured and share the same Security with the other Secured Obligations of theIssuer as set out in the Deed of Charge and Assignment and the Assignations in Security.

The Security granted by the Issuer pursuant to the Deed of Charge and Assignment, includes:

(a) an assignment by way of first fixed security of all of its present and future right, title and interestto, in and under the Purchased Receivables;

(b) an assignment by way of first fixed security of all of its present and future right, title and interestto, in and under:

(i) the Charged Transaction Documents;

(ii) each other contract, agreement, deed and document, present and future, to which the Issueris or becomes a party (other than the Deed of Charge and Assignment, the GermanTransaction Documents, the Luxembourg Transaction Documents, any ScottishDeclaration of Trust and any Assignation in Security) (each an "Other ChargedContract"),

(together, the "Relevant Contracts") including, without limitation, all rights to receive payment ofany amounts which may become payable to the Issuer thereunder and all payments received by theIssuer thereunder including, without limitation, all rights to serve notices and/or make demandsthereunder and/or to take such steps as are required to cause payments to become due and payablethereunder and all rights of action in respect of any breach thereof and all rights to receive damagesor obtain other relief in respect thereof;

(c) an assignment by way of first fixed security of all its right, title, interest and benefit, present andfuture, in, under and to all sums of money which may now be or hereafter are from time to timestanding to the credit of the Accounts together with all interest accruing from time to time thereonand the debts represented thereby;

(d) an assignment by way of first fixed security of all of its present and future right, title and interestto, in and under the proceeds of any of the interests referred to (a) to (c) above; and

(e) a first floating charge over the whole of the Issuer's undertaking and all the Issuer's property, assetsand rights whatsoever and wheresoever present and future including the Issuer's uncalled capital(including any property or assets from time to time or for the time being effectively charged byway of fixed charge or assigned by way of security, and the whole of the Issuer's undertaking,property assets and rights situated in Scotland or otherwise governed by Scottish law).

In addition, as continuing security for the payment or discharge of the Secured Obligations, the Issuer hasgranted and will grant Assignations in Security in favour of the Security Trustee, for itself and on trust forthe Transaction Creditors relative to Scottish Declarations of Trust, under which VWFS holds and will hold

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in trust for the Issuer, inter alia, all its present and future rights, title and interest in, to and under theScottish Receivables.

Servicer

Subject to revocation by the Issuer after a Servicer Replacement Event, the Issuer has appointed VWFS asthe Servicer to provide the Services to the Issuer in relation to the Financing Contracts and the Receivables,and also to exercise certain of the Issuer's rights in respect of the Financing Contracts and the Receivables,all as further described below under "ADMINISTRATION OF THE PURCHASED RECEIVABLES UNDERTHE SERVICING AGREEMENT".

Dismissal and Replacement of the Servicer

After a Servicer Replacement Event, the Issuer is entitled to dismiss the Servicer as outlined in theServicing Agreement.

Replacement of Issuer

Subject to certain preconditions the Issuer is entitled to appoint another company (the "New Issuer") inplace of itself as debtor for all obligations arising from and in connection with the Notes, as furtherdescribed in Condition 10 of the Class A Notes and the Class B Notes "CONDITIONS OF THE NOTES".

Taxes

Payments shall only be made after the deduction and withholding of current or future taxes, levies orgovernment charges, regardless of their nature, which are imposed, raised or collected (hereinaftercollectively referred to as "taxes") on the basis of the applicable laws of, or for the account of, an authorityor government agency authorised to levy taxes or of any country which claims fiscal jurisdiction, to theextent that such a collection is prescribed by applicable law (or pursuant to FATCA). The Issuer shallrender an account of the deducted or withheld taxes accruing to the competent government agencies andshall, upon a Noteholder's request, provide proof thereof. It is not obliged to pay any additional amounts asa result of the deduction or withholding.

Limited Recourse and Non-petition

The Notes and the Subordinated Loan represent obligations of the Issuer only, and do not representobligations of the Joint Lead Managers, the Arranger, the Managers the Security Trustee, VWFS orVolkswagen Bank GmbH, or any of its affiliates (together the "Volkswagen Group") or any affiliate ofthe Issuer or any other third person or entity. Neither the Joint Lead Managers, nor the Arranger, nor theManagers nor the Security Trustee, nor VWFS, nor the Volkswagen Group, nor any affiliate of the Issuer,nor any other third person or entity, assume any liability to the Noteholders if the Issuer fails to make apayment due under the Notes or the Subordinated Loan.

All payment obligations of the Issuer under the Notes and the Subordinated Loan constitute limitedrecourse obligations to pay only the Available Distribution Amount which includes, inter alia, amountsreceived by the Issuer under the Purchased Receivables and under the other Transaction Documents. TheAvailable Distribution Amount may not be sufficient to pay amounts accrued under the Notes, which mayresult in an Interest Shortfall as defined in the Master Definitions Schedule, however, an Interest Shortfallother than non-payment of interest on the most senior Class of the Notes (subject to the expiry of the 5Business Day grace period) will not constitute a Foreclosure Event. The Notes shall not give rise to anypayment obligation in addition to the foregoing. The enforcement of the payment obligations under theNotes and the Subordinated Loan shall only be effected by the Security Trustee in accordance with theTrust Agreement. A Foreclosure Event will, following the service of an Enforcement Notice by theSecurity Trustee, result in the enforcement of the collateral held by the Security Trustee. If the SecurityTrustee enforces the claims under the Notes and/or the Subordinated Loan, such enforcement will belimited to those assets which were transferred to the Security Trustee and to any other assets of the Issuer.To the extent that such assets, or the proceeds of the realisation thereof, prove ultimately insufficient tosatisfy the claims of all Noteholders the Subordinated Lender or Swap Counterparty in full, then anyshortfall arising shall be extinguished and neither any Noteholder, nor the Security Trustee shall have anyfurther claims against the Issuer. Such assets and proceeds shall be deemed to be "ultimately insufficient" atsuch time when no further assets are available and no further proceeds can be realised therefrom to satisfyany outstanding claims of the Noteholders, and neither assets nor proceeds will be so available thereafter.

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If any of the events which require the Security Trustee to take action should occur, the Security Trustee willhave legal access to the Security (see the section "TRUST AGREEMENT" below) only. The SecurityTrustee itself is not a guarantor, nor have any guarantees been given by other parties, with respect to whichthe Security Trustee could assert claims on behalf of the Noteholders and/or the Subordinated Lender.

None of the Noteholders (nor any other Person acting on behalf of any of them) shall be entitled at any timeuntil the expiry of at least one year and one day after the Final Maturity Date, to institute against the Issuer;or join in any institution against the Issuer of, any insolvency proceedings in connection with anyobligations of the Issuer relating to the Notes, save for lodging a claim in the liquidation of the Issuer whichis initiated by another Person who is not a Noteholder or a party to any Transaction Document.

Notices

Notices to the Noteholders will be validly given if transmitted individually to the address set out in theRegister for such Noteholder.

As long as the Global Note is registered in the Name of the Registered Holder notices to Noteholders maybe validly given if transmitted to Euroclear and Clearstream Luxembourg for further communication to thepersons shown as holders of the Notes in their records. Any notice so given shall be deemed to have beengiven to all Noteholders on the seventh day after the day on which the said notice was given to Euroclearand Clearstream Luxembourg.

In addition, as long as the Notes are listed on the official list of the Luxembourg Stock Exchange and therules of such exchange so require, all notices to the Noteholders regarding the Class B Notes shall bepublished in a newspaper having general circulation in Luxembourg (which is expected to be theLuxemburger Wort) or on the website of the Luxembourg Stock Exchange (www.bourse.lu). Any noticereferred to above shall be deemed to have been given to all Noteholders on the seventh day after the day onwhich the said notice was published in a newspaper having general circulation in Luxembourg (which isexpected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange(www.bourse.lu). Should an official listing be absent, then such notices shall be published in the electronicGerman Federal Gazette (elektronischer Bundesanzeiger)

Applicable Law, Place of Performance and Place of Jurisdiction, Prescription

The form and content of the Notes, all non-contractual obligations arising from or connected with it and allof the rights and privileges of the Noteholders, the Issuer, the Paying Agent, the Registrar, the InterestDetermination Agent, the Account Bank, the Cash Administrator and the Servicer under the Notes aregoverned by and shall be subject in all respects to the laws of Germany (where the governing law clausespecifies that the provisions of Articles 84 to 94-8 of the Luxembourg Companies Law are excluded).

Place of performance and venue for legal proceedings is Frankfurt am Main, Germany.

For any litigation in connection with the Conditions of the Notes, which will be initiated against the Issuerin a court of Germany, the Issuer has appointed Wilmington Trust SP Services (Frankfurt) GmbH,Steinweg 3-5, 60313 Frankfurt am Main, Germany, to accept service of process.

Claims arising from the Notes including claims for payment of interest and principal shall be prescribed inaccordance with general prescription rules under German law, i.e. either (i) upon the expiry of three yearsafter the end of the year in which the respective claim has come into existence and in which the creditor ofsuch claim had knowledge of such claim (or did not have such knowledge due to its own gross negligence)or (ii) in any event upon the expiry of ten years.

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ABSTRACT OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS

Trust Agreement

The Issuer has entered into the Trust Agreement with, amongst others, the Security Trustee and VWFS.Under the Trust Agreement the Issuer has instructed and authorised the Security Trustee to act as fiduciaryagent for the Transaction Creditors. The Security Trustee is not affiliated with the Issuer or VWFS andmaintains no relationships other than arm's length business relationships with the Issuer and VWFS.

The Trust Agreement creates the Trustee Claim of the Security Trustee against the Issuer pursuant to whichthe Security Trustee shall be entitled to demand that the Issuer makes all payments owed to the TransactionCreditors directly or, in the event of non-performance, to the Security Trustee for transfer of such amountsto the respective Transaction Creditors.

To provide collateral for the Trustee Claim, the Issuer assigns to the Security Trustee all its claims andother rights arising from the German Transaction Documents (with the exception of claims and other rightsarising from the Trust Agreement) for the avoidance of doubt (including the rights to unilaterally alter alegal relationship (unselbständige Gestaltungsrechte)) and from all present and future German lawcontracts the Issuer has entered or may enter into from time to time in connection with the TransactionDocuments.

The Security Trustee is not obliged to monitor the performance of the duties of the Issuer under the Notes,the Conditions of the Notes, the Subordinated Loan or any other Transaction Documents to which theIssuer is a party. All rights of the Noteholders shall remain at all times and under all circumstances vestedin the Noteholders.

In addition, the Issuer pledges to the Security Trustee all its present and future claims against the SecurityTrustee arising under the Trust Agreement. The parties to the Trust Agreement have agreed that theSecurity Trustee, under the Trust Agreement, shall act exclusively for the benefit of the TransactionCreditors.

Except as expressly provided for otherwise in the Trust Agreement, the Security Trustee is not required tomonitor the fulfilment of the Issuer's obligations under the Notes, the Conditions or any other TransactionDocument.

Notwithstanding the provisions of the Trust Agreement, all rights of the Noteholders under the Notes shallremain at all times and under all circumstances vested in the Noteholders.

Subject to the occurrence of a Foreclosure Event, amounts generally will not be due and payable on anyNote on any Payment Date prior to the Final Maturity Date of that Note except to the extent there aresufficient funds in the Available Distribution Amount and the General Cash Collateral Amount to pay suchamounts in accordance with the Order of Priority of distributions.

Amounts received by the Issuer (or the Cash Administrator on its behalf) which constitute Swap TaxCredits and Swap Replacement Proceeds (only to the extent such Swap Replacement Proceeds are applieddirectly to pay a Swap Termination Payment due and payable by the Issuer to the outgoing SwapCounterparty) and any Excess Swap Collateral shall, to the extent due and payable under the terms of suchSwap Agreement, be paid by the Cash Administrator on behalf of the Issuer directly to the SwapCounterparty without regard to the Order of Priority.

VWFS will be entitled to amend the Trust Agreement with the consent of the Issuer if such amendment isnotified to the Security Trustee and the Rating Agencies and that such amendment will not, according tothe Security Trustee, be materially prejudicial to the interests of any of the Transaction Creditors and it hasreceived confirmation from the Rating Agencies that the ratings assigned to the Notes will not be adverselyaffected, unless the Transaction Creditors that are materially affected by such amendment have consentedto it. If the amendment relates to the amount, the currency or the timing of the cash-flow received by theIssuer under the Purchased Receivables, the application of such cash-flow by the Issuer, or the ranking of aSwap Counterparty in the Order of Priority, then the consent of the Swap Counterparty will be required.

For the complete text of the Trust Agreement please see "TRUST AGREEMENT" of this OfferingCircular.

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The Swap Agreements

The Issuer will enter into an interest rate swap on or about the Closing Date with the Class A SwapCounterparty (the "Class A Swap Agreement") under which, on each Payment Date, it will exchange anamount equal to the product of (i) 0.942 per cent, (ii) the Note Principal Amount Outstanding of the ClassA Notes and (iii) the relevant day count fraction, against payment by the Class A Swap Counterparty of anamount equal to the product of (i) sum of LIBOR and the Class A Interest Margin (ii) the Note PrincipalAmount Outstanding of the Class A Notes and (iii) the relevant day count fraction.

The Issuer will enter into an interest rate swap on or about the Closing Date with the Class B SwapCounterparty (the "Class B Swap Agreement") under which, on each Payment Date, it will exchange anamount equal to the product of (i) 1.370 per cent, (ii) the Note Principal Amount Outstanding of the ClassB Notes and (iii) the relevant day count fraction, against payment by the Class B Swap Counterparty of anamount equal to the product of (i) the sum of LIBOR and the Class B Interest Margin (ii) the Note PrincipalAmount Outstanding of the Class B Notes and (iii) the relevant day count fraction.

Payments under the Swap Agreements will be exchanged on a net basis on each Payment Date. Paymentsmade by the Issuer under the Swap Agreements (provided that there has been no event of default under theSwap Agreement where the Swap Counterparty is the Defaulting Party (as defined in the relevant SwapAgreement) and there has been no termination of the transaction under the Swap Agreements due to atermination event relating to the Swap Counterparty's downgrade) rank higher in priority than all paymentson the Notes. If the amounts available to the Issuer to make payment to the Swap Counterparty areinsufficient to meet the Issuer's payment obligations under the Swap Agreements, such payments by theIssuer will be used for payments due under the Class A Swap Agreement and, to the extent such paymentobligations have been fully satisfied, will be used for payments due under the Class B Swap Agreement.

Payments by the Swap Counterparty to the Issuer under the Swap Agreements (except for payments by theSwap Counterparty into the Counterparty Downgrade Collateral Account) will be made into theDistribution Account and will, to the extent necessary, be increased to ensure that such payments are freeand clear of all taxes.

The Swap Agreements will terminate on the Final Maturity Date or once the Notes have been repaid in full.

The events of default applicable to the Issuer under the Swap Agreements are limited to if, among otherthings, the Issuer fails to make a payment under a Swap Agreement when due and such failure is notremedied within three (3) Business Days of notice of such failure being given or certain bankruptcy andinsolvency events occurring with respect to the Issuer.

Events of default under the Swap Agreements applicable to the Swap Counterparty include the following:

(a) failure to make a payment under the Swap Agreements when due, if such failure is not remediedwithin three (3) Business Days of notice of such failure being given; or

(b) the occurrence of certain bankruptcy and insolvency events.

Termination events under the Swap Agreements include, among other things, the following:

(a) illegality of the transactions contemplated by the Swap Agreements;

(b) an Enforcement Event under the Trust Agreement occurs or a Clean-Up Call Option is exercised orprepayment in full, but not in part, of the Notes occurs; or

(c) failure of the Swap Counterparty to maintain its credit rating at certain levels required by the SwapAgreement, which failure may not constitute a termination event if (in the time set forth in theapplicable Swap Agreement) the Swap Counterparty:

(i) posts an amount of collateral (in the form of cash and/or securities) as calculated inaccordance with the credit support annex to each Swap Agreement; or

(ii) obtains a guarantee from an institution with an acceptable rating; or

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(iii) assigns its rights and obligations under the Swap Agreement to a successor SwapCounterparty with an acceptable rating; or

(iv) takes such other action in order to maintain the rating of the Notes, or to restore the ratingof the Notes to the level it would have been at immediately prior to such downgrade.

A segregated Counterparty Downgrade Collateral Account is established with the Account Bank andsecurity created over such account in favour of the Security Trustee in accordance with provisions in theAccount Agreement and the Trust Agreement. Any cash or securities collateral posted to such CounterpartyDowngrade Collateral Account as a result of a ratings downgrade (as referred to in paragraph Terminationof the Swap Agreements above) shall be monitored on a specific collateral ledger and any cash collateralshall bear interest. Such collateral shall be segregated from the Distribution Account and from the generalcash flow of the Issuer and shall not constitute Collections. Collateral posted to such CounterpartyDowngrade Collateral Account is solely for the purposes of, and in connection with, collateralising theSwap Agreements.

Upon the occurrence of any event of default or termination event specified in a Swap Agreement, the non-Defaulting Party (as defined in the relevant Swap Agreement), an affected party or the party affected orburdened by a termination event pursuant to the provisions of the Swap Agreements may, after a period oftime set forth in the Swap Agreement, elect to terminate such Swap Agreement. If a Swap Agreement isterminated due to an event of default or a termination event, a Swap Termination Payment may be due tothe Swap Counterparty by the Issuer out of its available funds. The amount of any such swap terminationpayment may be based on the actual cost or market quotations of the cost of entering into a similar swaptransaction or such other methods as may be required under the Swap Agreement, in each case inaccordance with the procedures set forth in the Swap Agreement. Any such Swap Termination Paymentcould, if market rates or other conditions have changed materially, be substantial. Under certaincircumstances, Swap Termination Payments required to be made by the Issuer to the Swap Counterpartywill rank higher in priority than all payments on the Notes. In such event, the Purchased Receivables andthe General Cash Collateral Amount may be insufficient to the required payments under the relevant Notesand the Noteholders may experience delays and/or reductions in the interest and principal payments due inrespect of the Notes.

If a Swap Agreement is terminated by either party or the Swap Counterparty becomes insolvent, the Issuermay not be able to enter into a replacement Swap Agreement immediately or at all. To the extent areplacement swap is not on a timely basis entered into, the amount available to pay the principal of andinterest under the Notes will be reduced if the interest rates under such Notes exceed the rate the Issuerwould have been required to pay the Swap Counterparty under the terminated Swap Agreement. Underthese circumstances the Purchased Receivables and the General Cash Collateral Amount may beinsufficient to make the required payments on the Notes and the Noteholders may experience delays and/orreductions in the interest and principal payments on the Notes.

If a Swap Termination Payment is due to the Swap Counterparty, any Swap Replacement Proceeds shall tothe extent of that Swap Termination Payment be paid directly to such Swap Counterparty causing the eventof default or termination event without regard to the Order of Priority as specified in the relevant SwapAgreement.

The Swap Counterparty may, at its own cost, transfer its obligations under the Swap Agreement to a thirdparty which is an Eligible Swap Counterparty. There can be no assurance that the credit quality of thereplacement Swap Counterparty will ultimately prove as strong as that of the original Swap Counterparty.Any Swap Termination Payments exceeding Swap Replacement Proceeds will be paid to such SwapCounterparty in accordance with the Order of Priority.

Servicing Agreement

Subject to revocation by the Issuer after a Servicer Replacement Event, VWFS is instructed pursuant to theterms of the Servicing Agreement to act as Servicer and to make Collections in accordance with the termsof the Financing Contracts, the Servicing Agreement, any applicable laws, regulations, judgments and otherdirections or orders to which it may be subject and its Customary Operating Practices, devoting orprocuring that there is devoted to the performance of its obligations under the Servicing Agreement at leastthe same amount of time and attention and that there is exercised the same level of skill, care and diligencein the performance of those obligations, the exercise of its discretions under the Servicing Agreement and

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its exercise of the rights of the Issuer and the Security Trustee in respect of the Purchased Receivables, theFinancing Contracts and the Vehicles as it would if it were administering motor vehicle hire purchaseagreements and personal contract purchases in respect of which it held the entire benefit (both legally andbeneficially).

VWFS, in its capacity as the Servicer, is entitled to commingle funds representing Collections with its ownfunds during each Monthly Period in accordance with the following procedure:

(a) if and so long as the Monthly Remittance Condition is satisfied, VWFS will be entitled tocommingle funds representing Collections with its own funds during each Monthly Period and willbe required to make a single deposit of such monthly Collections to the Distribution Account oneach Payment Date; and

(b) if and so long as the Monthly Remittance Condition is not satisfied, VWFS will be entitled tocommingle funds representing Collections with its own funds during each Monthly Period only inaccordance with the procedure outlined in detail in "ADMINISTRATION OF THE PURCHASEDRECEIVABLES UNDER THE SERVICING AGREEMENT - Commingling".

VWFS as Servicer undertakes to the Issuer that it will, for as long as the Class A Notes or (if possible inaccordance with the Eurosystem eligibility criteria or Bank of England eligibility criteria in force from timeto time) any other Class of Notes are intended to be held in a manner which can allow Eurosystemeligibility or Bank of England eligibility, make loan level data in such a manner available as required tocomply with:

(a) the Eurosystem eligibility criteria set out in the Guideline (EU) 2015/510 of the ECB of19 December 2014 on the implementation of the Eurosystem monetary policy framework(ECB/2014/60) (recast), which was published in the Official Journal of the European Union on2 April 2015 and applies from 1 May 2015, as amended from time to time; and

(b) the Bank of England eligibility criteria and transparency criteria for asset backed securities (as setout in the Detailed Information Transparency for Asset-Backed Securities for Auto-loan ABS of17 December 2012 as amended and applicable from time to time).

Information as to the present lending business procedures of VWFS are described in the sections entitled"BUSINESS PROCEDURES OF VOLKSWAGEN FINANCIAL SERVICES (UK) LIMITED" and"ADMINISTRATION OF THE PURCHASED RECEIVABLES UNDER THE SERVICINGAGREEMENT" below, however, VWFS will be permitted to change those business procedures from timeto time in its own discretion.

The Servicer is permitted to delegate some or all of its duties to other entities, including its Affiliates andsubsidiaries, although the Servicer will remain liable for the performance of any duties that it delegates toanother entity.

The Servicer will be entitled to receive a fee on each Payment Date for the relevant Monthly Period inaccordance with the Order of Priority. The Servicer will pay all expenses incurred by it in connection withits collection activities and will not be entitled to reimbursement of those expenses. The Servicer will haveno responsibility, however, to pay or fund any credit losses with respect to the Purchased Receivables.

After a Servicer Replacement Event, the Issuer is entitled to dismiss the Servicer and is required to appointa successor servicer in accordance with the provisions of the Servicing Agreement.

Data Protection Trust Agreement

In accordance with the Data Protection Trust Agreement, VWFS, on a Business Day falling no later than 7Business Days after the Closing Date, will:

(a) make an encrypted list (with only the names and addresses and contract numbers of the respectiveObligors) available to the Issuer (the "Initial Encrypted List"); and

(b) deposit or cause to be deposited with the Data Protection Trustee a sealed containment key (the"Portfolio Decryption Key") (which is for the decryption of the Initial Encrypted List of the names

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and addresses of the respective Obligors for each contract number relating to a Financing Contractwhich relates to all Purchased Receivables).

On each Payment Date, VWFS further undertakes to update the encrypted list contained in the InitialEncrypted List (or the Additional Encrypted List, as applicable), and to make such updated encrypted listavailable to the Issuer (the "Additional Encrypted List") whilst at the same time ensuring that thePortfolio Decryption Key entrusted to the Data Protection Trustee remains valid and, if not, promptly makea new Portfolio Decryption Key available to the Data Protection Trustee.

The Data Protection Trustee will carefully safeguard the Portfolio Decryption Key and protect it againstunauthorised access by any third party. Delivery of the Portfolio Decryption Key is permissible only to (i)(at the request of the Security Trustee) a replacement Servicer or (ii) to the Seller or, at the request of theSeller or the Security Trustee, to the replacement Data Protection Trustee subject to applicable dataprotection laws and banking secrecy provisions. The Data Protection Trustee has agreed to notify theObligors of the assignment of the Purchased Receivables to the Issuer and instruct the Obligors to make allpayments in respect of the Purchased Receivables to the Distribution Account of the Issuer followingdelivery to it of a Notification Event Notice.

Modifications

The Incorporated Terms Memorandum, Account Agreement, Deed of Charge and Assignment, Receivables

Purchase Agreement and Servicing Agreement provide that save for any correction of a manifest or proven

error or variation of a formal, minor or technical nature, any amendment, restatement or variation of a

Transaction Document is valid only:

(a) in case of amendments which do not materially and adversely affect the interests of the Noteholdersand/or any other Transaction Creditor, if it is notified by the party requesting such amendment to theSecurity Trustee and the Rating Agencies in writing and it has been demonstrated to the reasonablesatisfaction of the Security Trustee that such amendment is not materially prejudicial to the interestsof the Noteholders and/or any other Transaction Creditor;

(b) in case of amendments which materially and adversely affect the interests of the Noteholders and/orany other Transaction Creditor, if it is notified by the party requesting such amendment to theSecurity Trustee and the Rating Agencies in writing and the Issuer has received the written consentto such amendment from the Security Trustee and the Transaction Creditors that are materially andadversely affected;

(c) if any of the amendments relate to the amount, the currency or the timing of the cash-flow receivedby the Issuer under the Purchased Receivables, the application of such cash-flow by the Issuer, or theranking of the Swap Counterparty in the Order of Priority, then the consent of the SwapCounterparty will be required; and

(d) in case of amendments which materially and adversely affect the interests of the Issuer, the SecurityTrustee, the Swap Counterparty and/or the Subordinated Lender if such Transaction Parties that arematerially and adversely affected have consented to such amendment.

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TAXATION

The following information is of a general nature and is not intended as tax advice and does not purport todescribe all of the tax considerations that may be relevant to a prospective investor in the Notes. It shouldbe read in conjunction with the section entitled "Risk Factors". Potential investors in the Notes shouldsatisfy themselves as to the overall tax consequences of purchasing, holding and/or selling the Notes and,therefore, should consult their professional tax advisors.

Taxation in Luxembourg

The statements herein regarding certain tax considerations effective in Luxembourg are based on the lawsin force in the Grand Duchy of Luxembourg on the date of this Offering Circular and are subject to anychanges in law.

The following information is of a general nature only, it is not intended to be, nor should it be construed tobe, legal or tax advice, and does not purport to be a comprehensive description of all the Luxembourg taxconsiderations which may be relevant to a decision to purchase, own or dispose of the Notes. Prospectiveinvestors in the Notes should thus consult their own professional advisors with respect to particularcircumstances, the effects of state, local or foreign laws, including Luxembourg tax law, to which they maybe subject as a result of the purchase, ownership and disposition of the Notes and as to their tax position.

Please be aware that the residence concept used under the respective headings below applies forLuxembourg income tax assessment purposes only. Any reference in the present section to a tax, duty,levy, impost or other charge or withholding of a similar nature refers to Luxembourg tax law and/orconcepts only. Investors may further be subject to net wealth tax (impôt sur la fortune) as well as otherduties, levies or taxes. Corporate income tax (impôt sur le revenu des collectivités), municipal business tax(impôt commercial communal) as well as the solidarity surcharge invariably apply to most corporatetaxpayers resident of Luxembourg for tax purposes. Individual taxpayers are generally subject to personalincome tax and the solidarity surcharge. Under certain circumstances, where an individual taxpayer acts inthe course of the management of a professional or business undertaking, municipal business tax may applyas well.

Withholding tax

Under Luxembourg tax law currently in effect and with the possible exception of interest paid toLuxembourg resident individual Noteholders, there is no Luxembourg withholding tax on payments ofinterest (including accrued but unpaid interest) or upon payment of principal in case of redemption orrepurchase of the Notes.

Payments under the Notes will only be made after deduction or withholding of any mandatory withholdingor deductions on account of tax. The Issuer will not be required to pay additional amounts in respect of anysuch withholding or other deduction for or on account of any present or future taxes, duties or charges ofwhatever nature. See "TERMS AND CONDITIONS OF THE NOTES — Condition 9 (Taxes)".

Luxembourg non-residents

Under Luxembourg general tax laws currently in force, there is no withholding tax on payments ofprincipal, premium or interest made to non-resident Noteholders, nor on accrued but unpaid interest inrespect of the Notes, nor is any Luxembourg withholding tax payable upon redemption, repurchase orexchange of the Notes held by non-resident Noteholders.

Luxembourg residents

Under Luxembourg general tax laws currently in force and subject to the Luxembourg law of 23 December2005 mentioned below, as amended, there is no withholding tax on payments of principal, premium orinterest made to resident Noteholders, nor on accrued but unpaid interest in respect of the Notes, nor is anyLuxembourg withholding tax payable upon redemption, repurchase or exchange of the Notes held byresident Noteholders.

Under the Luxembourg law of 23 December 2005, as amended (the "Relibi Law"), payments of interest orsimilar income made or ascribed by a paying agent established in Luxembourg to or for the benefit of an

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individual beneficial owner who is a resident of Luxembourg will be subject to a withholding tax of 20 percent.

The withholding tax applied in accordance with the Relibi Law will be in full discharge of income tax if thebeneficial owner is an individual acting in the course of the management of his/her private wealth.Responsibility for the withholding of the tax will be assumed by the Luxembourg paying agent. Paymentsof interest under the Notes coming within the scope of the Relibi Law, as amended would be subject towithholding tax of 20 per cent.

Income Taxation

Non-resident Noteholders

Non-resident Noteholders, not having a permanent establishment, a permanent representative, or a fixedplace of business in Luxembourg to which the Notes or income thereon are attributable, are not subject toLuxembourg income taxes on income accrued or received, redemption premiums or issue discounts, underthe Notes nor on capital gains realised on the sale, exchange or disposal of the Notes. Non-residentcorporate or individual holders acting in the course of the management of a professional or businessundertaking, who have a permanent establishment, a permanent representative, or a fixed place of businessin Luxembourg to which or to whom such Notes are attributable, are subject to Luxembourg income tax oninterest accrued or received, redemption premiums or issue discounts, under the Notes and on any gainsrealised upon the sale, exchange or disposal of the Notes.

Resident Noteholders

Luxembourg resident Noteholders will not be liable for any Luxembourg income tax on repayment ofprincipal under the Notes.

(i) resident individual Noteholders

Resident individual Noteholders, acting in the course of the management of his/her private wealth, aresubject to Luxembourg income tax at progressive rates in respect of interest or similar income received,redemption premiums or issue discounts, under the Notes, except if (i) withholding tax has been levied onsuch payments in accordance with the Relibi Law, or (ii) the individual holder of the Notes has opted forthe application of a 20 per cent tax in full discharge of income tax in accordance with the Relibi Law,which applies if a payment of interest has been made or ascribed by a paying agent established in a EUMember State (other than Luxembourg) or in a Member State of the European Economic Area (other than aEU Member State).

A gain realised by resident individual Noteholders, acting in the course of the management of his/herprivate wealth, upon the sale, exchange or disposal, in any form whatsoever, of Notes is not subject toLuxembourg income tax, provided this sale, exchange or disposal took place more than six (6) months afterthe Notes were acquired. However, any portion of such gain corresponding to accrued but unpaid interestincome is subject to Luxembourg income tax, except if tax has been levied on such interest in accordancewith the Relibi Law.

Resident Noteholders, acting in the course of the management of a professional or business undertakingmust include interest or similar income received, redemption premiums or issue discounts, under the Notes,as well as any gain realised upon the sale, exchange or disposal, in any form whatsoever, of Notes, in theirtaxable basis, which will be subject to Luxembourg income tax at progressive rates. If applicable, the taxlevied in accordance with the Relibi Law will be credited against his/her final tax liability.

(ii) resident corporate Noteholders

Resident corporate Noteholders must include any interest or similar income received, redemption premiumsor issue discounts, under the Notes, as well as any gain realised upon the sale, exchange or disposal, in anyform whatsoever, of the Notes, in their taxable income for Luxembourg income tax assessment purposes.

Noteholders that are governed by the law of 11 May 2007 on family estate management companies, asamended, or by the law of 17 December 2010 on undertakings for collective investment, as amended, or thelaw of 13 February 2007 on specialised investment funds, as amended, or the law of 23 July 2016 onreserved alternative investment funds not investing in risk capital are neither subject to Luxembourg

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income tax in respect of interest or similar income received, redemption premiums or issue discounts, underthe Notes, as well as any gain realised upon the sale, exchange or disposal, in any form whatsoever, of theNotes.

Net wealth taxation

Resident corporate Noteholders as well as non-resident corporate Noteholders which maintain a permanentestablishment, fixed place of business or a permanent representative in Luxembourg to which such Notes orincome thereon are attributable, are subject to Luxembourg wealth tax on such Notes, except if theNoteholders are a family estate management company introduced by the law of 11 May 2007, as amended,an undertaking for collective investment governed by the law of 17 December 2010, as amended, asecuritisation vehicle governed by and compliant with the law of 22 March 2004 on securitisation, asamended, a company governed by and compliant with the law of 15 June 2004 on venture capital vehicles,as amended, or a specialised investment fund governed by the law of 13 February 2007 on specialisedinvestment funds, as amended or a pension-saving company as well as a pension-saving association, bothgoverned by the law of 13 July 2005, as amended or reserved alternative investment funds governed by thelaw of 23 July 2016.

Non-resident corporate Noteholders, not having a permanent establishment, a permanent representative, ora fixed place of business in Luxembourg to which the Notes or income thereon are attributable, as well asindividual Noteholders, whether he/she is resident of Luxembourg or not, are not subject to Luxembourgwealth tax.

The net wealth tax charge for a given year can be avoided or reduced if a specific reserve, equal to fivetimes the net wealth tax to save, is created before the end of the subsequent tax year and maintained duringthe five following tax years. The net wealth tax reduction corresponds to one fifth of the reserve created,except that the maximum net wealth tax to be saved is limited to the corporate income tax amount due forthe same tax year, including the employment fund surcharge, but before imputation of available tax credits.

Corporate resident Noteholders will further be subject to (a) a minimum net wealth tax of EUR 4,815, if itholds assets such as fixed financial assets, receivables owed to affiliated companies, transferable securities,postal checking accounts, checks and cash, in a proportion that exceeds 90 per cent of its total balance sheetvalue and if the total balance sheet value exceeds EUR 350,000, or (b) a minimum net wealth tax betweenEUR 535 and EUR 32,100 based on the total amount of its assets. Items (e.g., real estate properties orassets allocated to a permanent establishment) located in a treaty country, where the latter has the exclusivetax right, are not considered for the calculation of the 90 per cent threshold. Despite the above mentionedexceptions, the minimum net wealth tax also applies if the resident corporate Noteholders is a securitizationcompany governed by the law of 22 March 2004 on securitization, as amended, or an investment companyin risk capital governed by the law of 15 June 2004 on venture capital vehicles, as amended, or a pension-saving company or a pension-saving association, both governed by the law of 13 July 2005, as amended orreserved alternative investment funds investing in risk capital governed by the law of 23 July 2016.

Other taxes

Neither the issuance nor the transfer of Notes will give rise to any Luxembourg stamp duty, value-addedtax, issuance tax, registration tax, transfer tax or similar taxes or duties, provided that the relevant issue ortransfer agreement is not submitted to registration in Luxembourg which is not per se mandatory.

However, a registration duty may be due upon the registration of the Notes in Luxembourg on a voluntarybasis.

Where a Noteholder is a resident of Luxembourg for tax purposes at the time of his/her death, the Notes areincluded in his/her taxable estate for inheritance tax assessment purposes.

Gift tax may be due on a gift or donation of Notes if embodied in a Luxembourg deed passed in front of anotary or recorded in Luxembourg.

Residence

A Noteholder will not become resident, or deemed to be resident, in Luxembourg by reason only of theholding of such Notes or the execution, performance, delivery and/or enforcement in respect thereof.

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THE FOREGOING INFORMATION IS NOT EXHAUSTIVE; IT DOES NOT, IN PARTICULAR,DEAL WITH ALL TYPES OF TAXES NOR WITH THE POSITION OF INDIVIDUALINVESTORS. PROSPECTIVE INVESTORS SHOULD, THEREFORE, CONSULT THEIRPROFESSIONAL ADVISORS.

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CERTIFICATION BY TSI

True Sale International GmbH ("TSI") grants the Issuer a certificate entitled "CERTIFIED BY TSI –DEUTSCHER VERBRIEFUNGSSTANDARD", which may be used as a quality label for the securities inquestion.

The certification label has been officially registered as a trademark and is usually licensed to an issuer ofsecurities if the securities meet, inter alia, the following conditions:

• compliance with specific requirements regarding the special purpose vehicle or the trust managed

as a special fund involved in the transaction;

• use of a special purpose vehicle or a trust managed as a special fund which is domiciled within the

European Union or in a country which is an OECD member or partner country;

• the Issuer must agree to the general certification conditions, including the annexes, and must pay a

certification fee;

• the Issuer must accept TSI’s disclosure and reporting standards, including the publication of the

investor reports, the Offering Circular and the declaration of undertaking made by the German

parent company of Volkswagen Financial Services (UK) Limited on the True Sale International

GmbH website (www.true-sale-international.de); and

• the German parent company of Volkswagen Financial Services (UK) Limited must confirm thatthe main quality criteria of the "CERTIFIED BY TSI – DEUTSCHERVERBRIEFUNGSSTANDARD" label, particularly with regard to lending and servicing standards,are maintained throughout the duration of the transaction.

Certification by True Sale International GmbH (TSI) is not a recommendation to buy, sell or holdsecurities. TSI's certification label is issued on the basis of an assurance given to True Sale InternationalGmbH by the German parent company of Volkswagen Financial Services (UK) Limited, as at the date ofthis Offering Circular, that, throughout the duration of the transaction, it will comply with:

(a) the reporting and disclosure requirements of True Sale International GmbH, and

(b) the main quality criteria of the "CERTIFIED BY TSI – DEUTSCHER

VERBRIEFUNGSSTANDARD" label, in particular regarding the lending and servicing standards.

True Sale International GmbH has relied on the above-mentioned declaration of undertaking and has not

made any investigations or examinations in respect of the declaration of undertaking, any transaction party

or the Notes, and disclaims any responsibility for monitoring continuing compliance with the above-

mentioned standards by the parties concerned or any other aspect of their activities or operations."

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DESCRIPTION OF THE PORTFOLIO

The Receivables Purchase Agreement

On the Closing Date, VWFS will sell to the Issuer and the Issuer will purchase from VWFS all right, titleand interest of VWFS in the Initial Receivables. Such sale is made by way of absolute assignment and,accordingly, VWFS, with full title guarantee, and so far as relating to the Scottish Receivables (which willbe held in trust), with absolute warrandice, will assign to (or hold on trust for) the Issuer all of its rights,title and interest in and to each Initial Receivable, including to the fullest extent possible under applicablelaw, all Ancillary Rights related to such Initial Receivable but excluding the Excluded Amounts. This willbe an equitable assignment until it is perfected following the occurrence of a Notification Event.

On each Additional Purchase Date, VWFS may sell to the Issuer and the Issuer may purchase from VWFSall rights, title and interest of VWFS to the Additional Receivables specified by VWFS in the relevantNotice of Sale. Each such sale is made by way of absolute assignment and, accordingly, VWFS, with fulltitle guarantee, and so far as relating to the Scottish Receivables (which will be held in trust), with absolutewarrandice, will agree to assign to or hold on trust for the Issuer all of its rights, title and interest in and toeach Additional Receivable, including to the fullest extent possible under applicable law, all AncillaryRights related to such Additional Receivables but excluding the Excluded Amounts. This will be anequitable assignment until it is perfected following the occurrence of a Notification Event.

Under the Receivables Purchase Agreement, VWFS will have the right at its option but not the obligation,to require the Issuer to exercise the Clean-Up Call Option and to repurchase the Purchased Receivablesfrom the Issuer at any time when the Aggregate Discounted Receivables Balances of all such PurchasedReceivables is less than 10 per cent. of the Initial Receivables, provided that all payment obligations underthe Notes will be met in full on the exercise of such option. VWFS shall give one month prior writtennotice of its intention to require the exercise of the Clean-Up Call Option. Such notice shall be published inaccordance with Condition 11 of the Notes (the " Clean-Up Call Option Notice") and, in addition shall bepublished in the Servicer Report.

The Clean-Up Call Option Settlement Amount shall be the lesser of:

a) an amount equal to the outstanding Discounted Receivables Balance which would have becomedue if the Clean-Up Call Option had not been exercised, calculated on the last calendar day of themonth in which the repurchase is to become effective; and

b) an amount equal to the theoretical present value of the Purchased Receivables remaining to be paid

in the future, calculated using a discount rate equal to (i) the weighted average (based on the Note

Principal Amount Outstanding of all the Notes and the Subordinated Loan outstanding principal

amount as of the end of the relevant Monthly Period) of the fixed rates under the Class A Swap

Agreement, the Class B Swap Agreement and an estimate of the hypothetical swap fixed rate

(being higher than the fixed rate under both Swap Agreements) theoretically needed to swap the

floating rate interest payments under the Subordinated Loan, plus (ii) the Servicer Fee at a rate of 1

per cent. per annum, and plus (iii) 0.03 per cent. for administrative costs and fees. It shall be

calculated on the last calendar day of the month in which the repurchase is to become effective.

For the purposes of calculating the Clean-Up Call Option Settlement Amount, the risk of losses inherent to

the relevant Purchased Receivables shall be taken into account on the basis of the risk status of such

Purchased Receivables assessed by VWFS immediately prior to the buyback becoming effective. The

Clean-Up Call Option Settlement Amount shall be due on the Payment Date following the Clean-Up Call

Option Notice and, for the purposes of the definition of Collections shall be treated as a Settlement

Amount.

The Receivables

The Initial Receivables purchased by the Issuer from the Seller on the Closing Date and the AdditionalReceivables purchased from the Seller on an Additional Purchase Date (together the "PurchasedReceivables") comprise claims against Obligors in respect of payments due under Financing Contracts(excluding Excluded Amounts) for the provision of credit for the purchase of motor vehicles.

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Although the borrower ("Obligor") is the registered keeper of the vehicle, VWFS retains title to thevehicles. The Financing Contracts contain provisions entitling, but not obliging, the Obligor to purchase thevehicle at the end of the hire period, normally on payment of a specified purchase fee.

The Financing Contracts are governed by English or Scottish law and take the form of hire purchaseagreements ("HP Agreements" or "HP No Balloon") and personal contract purchase agreements ("PCPAgreements" or "PCP") between VWFS and Obligors.

HP Agreements

Mainly directed at retail Obligors, HP Agreements are available for both new and used vehicles. HPAgreements contain standard rental terms where an initial payment is made and then the balance istypically amortised in equal monthly instalments. At the end of the term of the HP Agreement, after anadditional "option to purchase" fee is paid, the Obligor owns the vehicle.

PCP Agreements

PCP Agreements are used for the financing of new and used vehicles in the retail market. PCP Agreementsare similar to HP Agreements but with an additional larger "balloon" final rental payment at the end of theterm of the PCP Agreement, where the Obligor can either settle the contract by paying the balloon payment(and thereby purchase the vehicle) or, subject to the vehicle being in a condition acceptable to VWFS andwithin agreed mileage, return the vehicle to VWFS in full and final settlement of the PCP Agreement.

Where the Obligor chooses to return the vehicle, title in the vehicle passes to the Obligor when the Obligorpays the additional "option to purchase" fee to VWFS (which fee does not form part of the Receivables).VWFS then acts as the Obligor's agent in selling the vehicle and the sale proceeds of the vehicle are appliedto settle the Final Rental Amount. Any surplus on sale in excess of the Final Rental Amount is retained byVWFS as a fee for acting as the Obligor's agent and is not passed back to the Obligor. The sale proceeds ofthe vehicle, including any surplus on sale in excess of the Final Rental Amount, are transferred to the Issueras PCP Recoveries and Enforcement Proceeds. Any shortfall between the sale proceeds and the FinalRental Amount is not recovered from the Obligor.

During the first six months of 2017, in respect of maturing PCP Agreements, 1.6 per cent. of the Obligorsreturned the vehicle for sale to VWFS.

The Initial Receivables Purchase Price

The Initial Receivables Purchase Price will be paid by the Issuer to VWFS as total consideration withrespect to the Initial Receivables, discounted by the Discount Rate (together with the related AncillaryRights) on the Closing Date.

Representations and Warranties in relation to the Sale of the Purchased Receivables

Representations and Warranties in relation to the Sale of the Receivables

VWFS represents and warrants to the Issuer and to the Security Trustee, in respect of itself (i) as at theClosing Date in relation to the Initial Receivables, and (ii) as at each Additional Purchase Date in relationto the relevant Additional Receivables, that:

(a) the Seller is a company duly incorporated under the laws of England with full corporate power,authority and legal right to own its assets and conduct its business as such assets are presently ownedand its business is presently conducted and with power to enter into the Receivables PurchaseAgreement and the other Transaction Documents to which the Seller is a party and to exercise itsrights and perform its obligations thereunder.

(b) all corporate actions required to be done, fulfilled and performed in order (a) to enable the Sellerlawfully to enter into, exercise its rights under and perform and comply with the obligationsexpressed to be assumed by it in each Transaction Document to which the Seller is a party or underany assignment or trust, made by it in respect of any Receivable assigned or held on trust orscheduled to be assigned or held on trust pursuant to the Receivables Purchase Agreement and (b) toensure that the obligations expressed to be assumed by it in each Transaction Document to which theSeller is a party or under any such assignment are legal, valid and binding on it, have been done,

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fulfilled and performed or shall be done, fulfilled or performed prior to the execution of suchTransaction Document or assignment (as the case may be).

(c) the execution by the Seller of each Transaction Document to which the Seller is a party and themaking of each assignment or trust made by it in respect of any Purchased Receivables assigned orheld on trust or scheduled to be assigned or held on trust pursuant to the Receivables PurchaseAgreement and the exercise of its rights and the performance of its obligations in any suchassignment or holding on trust does not and will not conflict with or violate:

(i) its Memorandum or Articles of Association; or

(ii) (to an extent or in a manner which has or is likely to have a Material Adverse Effect) any lawto which it is subject.

(d) all approvals, authorisations, consents, orders or other actions of any person or of any governmentalor regulatory body or official required in connection with the execution and delivery of eachTransaction Document to which the Seller is a party and/or the making of each assignment orholding on trust of Purchased Receivables in the manner contemplated herein or therein, theperformance of the transactions contemplated by each Transaction Document to which the Seller is aparty and the fulfilment of the terms thereof have been obtained.

(e) so far as it is aware, there are no proceedings or investigations pending against it before any court,regulatory body, arbitral tribunal or public or administrative body or agency or ruling that would inits opinion if adversely determined have a material and adverse effect on the collectability of thePurchased Receivables, or result in any material impairment of the right or ability of the Seller tocarry on its business substantially as now conducted, or result in any material liability on the part ofthe Seller, or which would render invalid the Transaction Documents to which the Seller is a party orthe Purchased Receivables or the obligations of the Seller contemplated in those documents, orwhich would materially impair the ability of the Seller to perform its obligations under the terms ofany Transaction Document to which it is a party.

(f) the execution of any Transaction Document to which the Seller is a party or the assignment orholding on trust of any Receivables in the manner therein contemplated and the exercise by theSeller of its rights and the performance of its obligations thereunder with regard to such Receivablesdoes not and will not conflict with, or constitute a material default under, any agreement, contract,mortgage, deed of charge or other instrument to which it is a party or by which it or any of its assetsis otherwise bound.

(g) all information furnished by or on behalf of the Seller in writing to any Noteholder for purposes of orin connection with the Transaction Documents or any transaction contemplated under theTransaction Documents is true and accurate in all material respects on and as at the date suchinformation was furnished (except to the extent that such furnished information relates solely to anearlier date, in which case such information is true and accurate in all material respects on and as atsuch earlier date).

(h) the Seller has not taken any corporate action nor have any other steps been taken or legalproceedings been started or (to the best of its knowledge and belief) threatened against it for itswinding-up, dissolution, administration or reorganisation or for the appointment of a receiver,administrator, administrative receiver, trustee or similar officer of it or any or all of its assets.

(i) the Seller is resident for tax purposes in England and will not cease to be treated as being resident fortax purposes in England by virtue of the application of Section 18 of the Corporation Tax Act 2009.It belongs in England for the purposes of United Kingdom VAT.

(j) the Seller's centre of main interests (as that term is used in Article 3(1) of the EU InsolvencyRegulation) is situated in the United Kingdom and it does not have an establishment (as that term isused in Article 2(10) of the EU Insolvency Regulation) branch, business establishment or other fixedestablishment other than in the United Kingdom.

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Eligibility Criteria

VWFS represents and warrants to the Issuer and to the Security Trustee, in respect of the Receivables soldby it under the Receivables Purchase Agreement (i) as at the Initial Cut-Off Date in relation to the InitialReceivables, and (ii) as at each Additional Cut-Off Date in relation to the Additional Receivables, acquiredon such Additional Purchase Date, that each Purchased Receivable meets each of the following conditions(for the avoidance of doubt, when applying the conditions below the Receivables have been selectedrandomly and not with the intention to prejudice the Noteholders):

(a) that the purchase of the Receivables may not have the result that the Aggregate DiscountedReceivables Balance of all Purchased Receivables exceeds the following concentration limits withrespect to the percentage of Discounted Receivables Balance generated under Financing Contractsfor used vehicles (concentration limit: 50 per cent.), and under Financing Contracts for non-VWgroup brand vehicles (concentration limit: 10 per cent.);

(b) that none of the Obligors is an affiliate of the Seller;

(c) that the related Financing Contracts have been entered into exclusively with Obligors which, if theyare corporate entities have their registered office in England, Scotland or Wales or, if they areindividuals have their place of residence in England, Scotland or Wales;

(d) that (according to the Seller's records) no pending bankruptcy or insolvency proceedings are initiatedagainst any of the Obligors;

(e) that such Purchased Receivable is denominated and payable in Sterling;

(f) that no Purchased Receivable is overdue;

(g) that the related Financing Contracts shall be governed by the laws of England and Wales or Scotland(depending on where the Obligor is resident or incorporated);

(h) that the relevant Financing Contracts constitute legal valid, binding and enforceable agreements;

(i) that the status and enforceability of the Purchased Receivables is not impaired due to warrantyclaims or any other rights of the Obligor (even if the Issuer knew or could have known on the Cut-Off Date of the existence of such defences or rights);

(j) that the status and enforceability of the Purchased Receivables is not impaired by set-off rights andthat no Obligor maintains deposits on accounts with VWFS;

(k) that those related Financing Contracts which are regulated by the Financial Services and MarketsAct 2000 (Regulated Activities Order) 2001 comply in all material respects with the requirements ofthe Consumer Credit Act 1974, as amended (the "CCA"), associated secondary legislation onconsumer financing and the rules in the Consumer Credit Sourcebook within the FCA Handbookand, in particular contain legally accurate instructions in respect of the right of revocation of theObligors and that none of the Obligors has used its right of revocation within the term of revocation;

(l) that such Purchased Receivable arises under a Financing Contract that (a) contains an obligation topay a specified sum of money and is subject to no contingencies (other than an obligation to payinterest on overdue amounts), (b) does not require the Obligor under such Financing Contract toconsent to the transfer, sale or assignment of the rights and duties of the Seller under such FinancingContract or to the sale to a third party of the Vehicle the subject thereof, and (c) does not contain aconfidentiality provision that purports to restrict the Purchaser's or the Security Trustee's exercise ofrights under the Receivables Purchase Agreement, including, without limitation, the right to reviewsuch Financing Contract;

(m) that it can dispose of the Purchased Receivables free from rights of third parties;

(n) the Seller is the legal and beneficial owner, free from any Security Interest, of the PurchasedReceivables;

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(o) that such Purchased Receivable was generated in the ordinary course of the Seller's or its Affiliate'sbusiness from the sale of goods or provision of credit or other services to the relevant Obligor andthe related Financing Contract was entered into in accordance with the Customary OperatingPractices;

(p) that other than the right to make partial early repayments as provided for in the CCA, there are noprovisions in the Financing Contract related to such Purchased Receivable whereby the Obligor mayreduce the amount of such Purchased Receivable payable by the Obligor below the level of thestated payments as at the date of commencement of such Financing Contract (excluding any changeas a result of any change in the rate of Value Added Tax or the corporation tax or capital allowancesregimes). However, at the discretion of the Servicer and in accordance with its Customary OperatingPractices, the Obligor may be given an option to reschedule repayments in a manner that increases ordecreases the term of such Financing Contract and the consequential finance income; provided, thatthe total capital repayment shall not be impacted by any such measure;

(q) that the Seller had at the time of origination of the Financing Contract under which such PurchasedReceivable arises the necessary licences pursuant to the CCA, the necessary interim permissionspursuant to the Financial Services and Markets Act 2000 and as at the date of the ReceivablesPurchase Agreement has the necessary permissions pursuant to the Financial Services and MarketsAct 2000, and each Financing Contract that is regulated by the Financial Services and Markets Act2000 (Regulated Activities) Order 2001 complies with the CCA, any statutory instrument orregulation made thereunder and the rules in the Consumer Credit Sourcebook within the FCAHandbook, and the Seller has not done anything that would cause such Purchased Receivable to beunenforceable under the CCA;

(r) that on the relevant Cut-Off Date at least two instalments have been paid in respect of each of thePurchased Receivables and that the Purchased Receivables require substantially equal monthlypayments to be made within seventy two (72) months of the date of origination of the FinancingContract and may also provide for a final balloon payment;

(s) that the Seller has complied with all material laws and regulations under the Data Protection Act1998 with respect to such Purchased Receivable;

(t) that the terms of the Financing Contract related to such Purchased Receivable require the Obligor topay all insurance, repair/maintenance and taxes with respect to the related Vehicle;

(u) that the Vehicle related to such Purchased Receivable is not recorded in the records of the Serviceras at such Purchase Date as having been (a) a total loss for insurance purposes or (b) stolen;

(v) that the purchase of Receivables may not have the result that the total outstanding amount (for theavoidance of doubt, this refers to the Aggregate Discounted Receivables Balance) of PurchasedReceivables resulting from Financing Contracts with one and the same Obligor exceeds GBP500,000 in respect of any single Obligor;

(w) that each of the Purchased Receivables will mature no earlier than six (6) months and no later thanseventy (70) months after the Cut-Off Date;

(x) that applicable details of the Vehicle relating to such Purchased Receivable and the relevant motorfinance contract have been submitted by VWFS for registration with HP Information Ltd; and

(y) that in the case of any PCP Receivable, the Vehicle relating to such PCP Receivable is not a Porsche.

Notification of Assignment to Obligors

At any time after the occurrence of a Notification Event, each of the Issuer and the Security Trustee may:

(a) give notice in its own name (and/or on behalf of the Servicer pursuant to the VWFS Power ofAttorney) to all or any of the Obligors of the sale, assignment and assignation of all or any of thePurchased Receivables by delivering a Notification Event Notice; and/or

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(b) direct (and/or require the Servicer to direct) all or any of the Obligors to pay amounts outstanding inrespect of Purchased Receivables directly to the Issuer, the Distribution Account or any otheraccount which is specified by the Issuer or the Security Trustee; and/or

(c) give instructions (and/or require the Servicer to give instructions) to immediately transfer amountsreceived in respect of Collections to the Distribution Account but (if applicable) which have notalready been paid to the Issuer as Monthly Collections Part 1 or Monthly Collections Part 2 (asapplicable); and/or

(d) take such other action and enter into such documents as it reasonably considers to be necessary,appropriate or desirable in order to recover any amount outstanding in respect of PurchasedReceivables or to perfect, improve, protect, preserve or enforce their rights against the Obligors inrespect of Purchased Receivables (including, without limitation, entering into supplemental transferdocuments).

The Purchased Receivables acquired and transferred by assignment or held in trust under the ReceivablesPurchase Agreement have characteristics that demonstrate capacity to produce funds to service paymentsdue and payable on the Notes, however, VWFS does not warrant the solvency (credit standing) of therelevant Obligors.

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THE PURCHASED RECEIVABLES POOL

The characteristics set forth in this section are based on the portfolio of Purchased Receivables as of the

Initial Cut-Off Date. The statistical distribution of the characteristics of the portfolio of Purchased

Receivables as of the Initial Cut-Off Date are illustrated in the tables below.

As of the Initial Cut-off Date falling on 31 August 2017, the Purchased Receivables:

• had an original term of maturity of 11 to 72 months and a remaining term to maturity between6 and 59 months;

• had a contract rate of 0 per cent. to 14.80 per cent. and a weighted average contract rate of 6.30per cent.;

• were not past due; and

• satisfied the other criteria set forth in the transaction documents, including the criteria set forthunder "DESCRIPTION OF THE PORTFOLIO" in this Offering Circular.

The monthly Servicer Report will contain the information outlined in the paragraph entitled"ADMINISTRATION OF THE PURCHASED RECEIVABLES UNDER THE SERVICINGAGREEMENT - Servicer Report and Duties of the Servicer" of this Offering Circular. As part of theServicer Report prepared by the Servicer in connection with the Notes, the Servicer will compute NotesFactor.

The composition, distribution by remaining term, distribution by contract rate and geographic distribution,in each case of the Purchased Receivables as of the Initial Cut-Off Date, are set forth in the tables below.

Composition of the Purchased Receivables Pool as at the Initial Cut-Off Date

Outstanding Aggregate Discounted Receivables Balance GBP 450,001,234.61Number of Financing Contracts 24,463Average Outstanding Discounted Receivables Balance GBP 18,395.18Range of Outstanding Discounted Receivables Balance GBP 460.77 to GBP 233,472.71Weighted average contract rate 6.30 per centRange of contract rates 0 per cent to 14.80 per centWeighted average remaining term 40.99 monthsRange of remaining terms 6 months to 59 monthsWeighted average original term 45.88 monthsRange of original terms 11 months to 72 months

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1. Run Out Schedule

This amortisation scenario is based on the assumptions that no losses, prepayments or delinquencies occur.

It should be noted that the actual amortisation of the Purchased Loan Receivables may differ substantially

from the amortisation scenario indicated below.

Month Amortisation Balance

09.2017 £5,776,062.23 £444,225,172.38

10.2017 £5,807,730.16 £438,417,442.22

11.2017 £5,831,545.94 £432,585,896.28

12.2017 £5,852,145.59 £426,733,750.69

01.2018 £5,872,818.46 £420,860,932.23

02.2018 £5,922,347.45 £414,938,584.78

03.2018 £6,042,613.73 £408,895,971.05

04.2018 £5,971,585.91 £402,924,385.14

05.2018 £5,966,467.76 £396,957,917.38

06.2018 £6,157,383.19 £390,800,534.19

07.2018 £5,932,022.86 £384,868,511.33

08.2018 £6,102,777.72 £378,765,733.61

09.2018 £6,156,184.79 £372,609,548.82

10.2018 £6,527,776.13 £366,081,772.69

11.2018 £6,392,156.97 £359,689,615.72

12.2018 £6,360,066.58 £353,329,549.14

01.2019 £6,230,377.97 £347,099,171.17

02.2019 £6,173,447.44 £340,925,723.73

03.2019 £6,571,110.29 £334,354,613.44

04.2019 £7,111,731.03 £327,242,882.41

05.2019 £7,116,312.91 £320,126,569.50

06.2019 £7,324,147.16 £312,802,422.34

07.2019 £6,507,036.02 £306,295,386.32

08.2019 £6,105,286.71 £300,190,099.61

09.2019 £6,866,376.86 £293,323,722.75

10.2019 £7,561,333.52 £285,762,389.23

11.2019 £6,922,515.50 £278,839,873.73

12.2019 £7,127,271.72 £271,712,602.01

01.2020 £7,022,504.55 £264,690,097.46

02.2020 £7,875,864.48 £256,814,232.98

03.2020 £10,744,706.04 £246,069,526.94

04.2020 £11,737,202.71 £234,332,324.23

05.2020 £12,296,501.62 £222,035,822.61

06.2020 £13,540,174.49 £208,495,648.12

07.2020 £9,792,091.76 £198,703,556.36

08.2020 £6,568,746.68 £192,134,809.68

09.2020 £8,925,999.61 £183,208,810.07

10.2020 £13,408,094.94 £169,800,715.13

11.2020 £10,594,447.21 £159,206,267.92

12.2020 £12,506,592.18 £146,699,675.74

01.2021 £8,713,641.06 £137,986,034.68

- 88 -

01.2021 £8,713,641.06 £137,986,034.68

02.2021 £9,997,751.44 £127,988,283.24

03.2021 £14,136,403.83 £113,851,879.41

04.2021 £26,686,431.35 £87,165,448.06

05.2021 £23,997,392.12 £63,168,055.94

06.2021 £29,358,133.78 £33,809,922.16

07.2021 £31,870,537.69 £1,939,384.47

08.2021 £344,685.78 £1,594,698.69

09.2021 £210,457.88 £1,384,240.81

10.2021 £205,260.94 £1,178,979.87

11.2021 £198,512.51 £980,467.36

12.2021 £192,205.11 £788,262.25

01.2022 £184,807.69 £603,454.56

02.2022 £176,026.17 £427,428.39

03.2022 £156,477.77 £270,950.62

04.2022 £129,543.79 £141,406.83

05.2022 £95,357.16 £46,049.67

06.2022 £45,898.66 £151.01

07.2022 £151.01 £0.00

450,001,234.61

- 89 -

2. Brand and type of Vehicle

Audi

New/Used

Number

of

Contracts

Percentage

of

Contracts

Outstanding

Discounted

Balance

Percentage

of

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

New Cars 5,998 24.52% 159,512,622.65 35.45% 20 302,750.92 5,978 159,209,871.73 5,904 156,557,880.05 94 2,954,742.60

Used Cars 3,304 13.51% 65,208,293.13 14.49% 682 8,169,615.65 2,622 57,038,677.48 3,253 64,060,377.92 51 1,147,915.21

Total 9,302 38.02% 224,720,915.78 49.94% 702 8,472,366.57 8,600 216,248,549.21 9,157 220,618,257.97 145 4,102,657.81

Seat

New/Used

Number

of

Contracts

Percentage

of

Contracts

Outstanding

Discounted

Balance

Percentage

of

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

New Cars 1,365 5.58% 18,824,879.79 4.18% 38 287,086.60 1,327 18,537,793.19 1,363 18,796,417.24 2 28,462.55

Used Cars 590 2.41% 5,999,035.33 1.33% 218 1,369,078.12 372 4,629,957.21 589 5,992,335.98 1 6,699.35

Total 1,955 7.99% 24,823,915.12 5.52% 256 1,656,164.72 1,699 23,167,750.40 1,952 24,788,753.22 3 35,161.90

Skoda

New/Used

Number

of

Contracts

Percentage

of

Contracts

Outstanding

Discounted

Balance

Percentage

of

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

New Cars 2,529 10.34% 33,108,261.23 7.36% 13 128,403.06 2,516 32,979,858.17 2,516 32,935,662.51 13 172,598.72

Used Cars 962 3.93% 9,828,951.01 2.18% 315 2,124,737.17 647 7,704,213.84 951 9,720,007.64 11 108,943.37

Total 3,491 14.27% 42,937,212.24 9.54% 328 2,253,140.23 3,163 40,684,072.01 3,467 42,655,670.15 24 281,542.09

Volkswagen

New/Used

Number

of

Contracts

Percentage

of

Contracts

Outstanding

Discounted

Balance

Percentage

of

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

New Cars 5,717 23.37% 95,134,357.45 21.14% 168 2,653,851.91 5,549 92,480,505.54 5,536 91,570,644.95 181 3,563,712.50

Used Cars 3,697 15.11% 47,044,701.73 10.45% 1,023 9,752,416.28 2,674 37,292,285.45 3,421 43,307,365.83 276 3,737,335.90

Total 9,414 38.48% 142,179,059.18 31.60% 1,191 12,406,268.19 8,223 129,772,790.99 8,957 134,878,010.78 457 7,301,048.40

Other

New/Used

Number

of

Contracts

Percentage

of

Contracts

Outstanding

Discounted

Balance

Percentage

of

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

New Cars 93 0.38% 7,739,033.44 1.72% 44 1,635,577.41 49 6,103,456.03 79 6,392,234.08 14 1,346,799.36

Used Cars 208 0.85% 7,601,098.85 1.69% 166 3,366,079.41 42 4,235,019.44 199 7,264,199.71 9 336,899.14

Total 301 1.23% 15,340,132.29 3.41% 210 5,001,656.82 91 10,338,475.47 278 13,656,433.79 23 1,683,698.50

Type of Obligor

Hire Purchase Retail Corporate

Retail Corporate

PCP

PCP

Type of Obligor

Type of Obligor

Retail Corporate

Type of Contract

Type of Contract

PCP

Type of Contract

PCP

Hire Purchase

Hire Purchase

Type of Contract

Type of Obligor

Hire Purchase Retail Corporate

Type of Contract Type of Obligor

Hire Purchase Retail Corporate

PCP

- 90 -

3. Downpayment

Down PaymentNumber of

Contracts

Percentage

of Contracts

Outstanding

Discounted

Balance

Percentage

of

Outstanding

Discounted

Balance

Down Payment /

Purchase Price in

%

Number of

Contracts

Outstanding

Discounted

Balance

Down

Payment /

Purchase

Price in %

Number of

Contracts

Outstanding

Discounted

Balance

Down

Payment /

Purchase

Price in %

Number of

Contracts

Outstanding

Discounted

Balance

Down

Payment /

Purchase

Price in %

Number of

Contracts

Outstanding

Discounted

Balance

Down

Payment /

Purchase

Price in %

Number of

Contracts

Outstanding

Discounted

Balance

Down

Payment /

Purchase

Price in %

Number of

Contracts

Outstanding

Discounted

Balance

Down

Payment /

Purchase

Price in %

No Down Payment 824 3.37% 11,934,467.64 2.65% - 305 2,773,247.23 - 519 9,161,220.41 - 793 11,257,453.22 - 31 677,014.42 - 61 1,034,283.85 - 763 10,900,183.79 -

<= 1,000 4,196 17.15% 72,162,124.10 16.04% 2.83% 321 3,694,764.60 4.40% 3,875 68,467,359.50 2.75% 4,145 71,147,627.23 2.83% 51 1,014,496.87 2.86% 2,082 40,223,883.76 2.49% 2,114 31,938,240.34 3.31%

1,001 - 2,000 4,007 16.38% 65,315,903.75 14.51% 8.57% 232 2,397,617.57 13.54% 3,775 62,918,286.18 8.37% 3,962 64,505,494.74 8.57% 45 810,409.01 8.47% 2,650 45,147,508.40 7.98% 1,357 20,168,395.35 9.99%

2,001 - 3,000 3,754 15.35% 61,256,548.43 13.61% 13.33% 206 2,100,141.00 20.25% 3,548 59,156,407.43 13.06% 3,694 60,126,446.16 13.36% 60 1,130,102.27 11.68% 2,666 45,155,071.91 12.59% 1,088 16,101,476.52 15.55%

3,001 - 4,000 2,885 11.79% 48,400,226.23 10.76% 17.17% 200 2,157,758.43 24.86% 2,685 46,242,467.80 16.77% 2,827 47,431,229.69 17.17% 58 968,996.54 17.08% 2,067 35,931,810.64 16.29% 818 12,468,415.59 19.83%

4,001 - 5,000 2,293 9.37% 41,128,417.28 9.14% 19.84% 195 2,110,853.81 28.56% 2,098 39,017,563.47 19.28% 2,240 40,129,926.78 19.87% 53 998,490.50 18.58% 1,662 30,788,938.91 18.94% 631 10,339,478.37 22.60%

5,001 - 6,000 1,470 6.01% 29,495,475.22 6.55% 21.26% 140 1,553,544.59 32.48% 1,330 27,941,930.63 20.51% 1,424 28,577,467.81 21.28% 46 918,007.41 20.85% 1,043 22,491,247.60 19.78% 427 7,004,227.62 26.03%

6,001 - 7,000 1,142 4.67% 23,720,306.49 5.27% 23.34% 109 1,078,644.18 39.27% 1,033 22,641,662.31 22.37% 1,108 23,088,153.79 23.29% 34 632,152.70 24.86% 871 19,289,699.90 21.88% 271 4,430,606.59 29.68%

7,001 - 8,000 766 3.13% 16,892,201.29 3.75% 24.98% 96 902,913.89 43.38% 670 15,989,287.40 23.54% 727 16,129,812.73 24.89% 39 762,388.56 26.86% 563 13,714,345.78 22.90% 203 3,177,855.51 33.34%

8,001 - 9,000 630 2.58% 14,217,201.42 3.16% 26.95% 95 965,737.52 44.28% 535 13,251,463.90 25.18% 598 13,521,566.35 26.95% 32 695,635.07 26.88% 461 11,431,338.37 24.85% 169 2,785,863.05 34.94%

9,001 - 10,000 516 2.11% 11,750,959.05 2.61% 29.20% 121 1,325,434.76 45.05% 395 10,425,524.29 26.33% 489 11,250,901.31 29.02% 27 500,057.74 32.74% 341 9,142,846.25 25.65% 175 2,608,112.80 39.80%

10,001 - 11,000 358 1.46% 7,649,073.30 1.70% 32.37% 93 892,429.26 49.73% 265 6,756,644.04 28.85% 333 7,234,563.36 32.09% 25 414,509.94 36.63% 224 5,867,432.39 27.97% 134 1,781,640.91 43.95%

11,001 - 12,000 239 0.98% 5,588,649.78 1.24% 32.48% 58 596,621.05 50.19% 181 4,992,028.73 29.16% 221 5,185,338.00 32.52% 18 403,311.78 31.91% 155 4,356,545.42 28.34% 84 1,232,104.36 44.31%

12,001 - 13,000 226 0.92% 5,746,633.55 1.28% 32.75% 51 419,060.83 58.47% 175 5,327,572.72 29.04% 206 5,202,299.97 32.95% 20 544,333.58 30.86% 146 4,490,236.04 28.46% 80 1,256,397.51 45.18%

13,001 - 14,000 166 0.68% 4,090,243.11 0.91% 34.83% 41 426,528.93 55.64% 125 3,663,714.18 31.00% 152 3,871,368.31 34.15% 14 218,874.80 44.54% 116 3,365,985.17 30.97% 50 724,257.94 48.81%

14,001 - 15,000 154 0.63% 3,527,948.36 0.78% 38.25% 59 676,511.83 55.39% 95 2,851,436.53 32.05% 142 3,343,984.77 37.61% 12 183,963.59 47.76% 85 2,482,287.27 32.32% 69 1,045,661.09 49.36%

> 15,000 837 3.42% 27,124,855.61 6.03% 44.03% 365 5,717,787.05 60.53% 472 21,407,068.56 36.01% 750 24,593,491.69 44.01% 87 2,531,363.92 44.21% 509 19,405,692.90 40.22% 328 7,719,162.71 51.78%

Total 24,463 100.00% 450,001,234.61 100.00% 18.85% 2,687 29,789,596.53 39.53% 21,776 420,211,638.08 16.73% 23,811 436,597,125.91 18.55% 652 13,404,108.70 27.08% 15,702 314,319,154.56 18.02% 8,761 135,682,080.05 20.84%

Statistics

0.01

135,310.80

Average Down Payment (Obligors who made a Down Payment) 4,480.99

4,330.05

Type of Car

New car Used car

Type of Contract

Hire Purchase

Type of Obligor

Retail CorporatePCP

Minimum Down Payment

Maximum Down Payment

Average Down Payment (Total)

Total Portfolio

- 91 -

4. Obligor Type

Obligor Type Number of ContractsPercentage of

Contracts

Outstanding

Discounted Balance

Percentage of

Outstanding

Discounted Balance

Retail 23,811 97.33% 436,597,125.91 97.02%

Corporate 652 2.67% 13,404,108.70 2.98%

Total 24,463 100.00% 450,001,234.61 100.00%

Total Portfolio

- 92 -

5. Payment Type

Payment TypeNumber of

Contracts

Percentage

of Contracts

Outstanding

Discounted

Balance

Percentage of

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Direct Debit 24,428 99.86% 449,273,516.61 99.84% 2,678 29,711,398.09 21,750 419,562,118.52 23,776 435,869,407.91 652 13,404,108.70 15,678 313,750,623.42 8,750 135,522,893.19

Others 35 0.14% 727,718.00 0.16% 9 78,198.44 26 649,519.56 35 727,718.00 - - 24 568,531.14 11 159,186.86

Total 24,463 100.00% 450,001,234.61 100.00% 2,687 29,789,596.53 21,776 420,211,638.08 23,811 436,597,125.91 652 13,404,108.70 15,702 314,319,154.56 8,761 135,682,080.05

Total PortfolioType of Contract Type of Obligor Type of Car

Hire Purchase Retail CorporatePCP New car Used car

- 93 -

6. Obligor Concentration

ContractsNumber of

Obligors

Percentage

of

Obligors

Number of

Loans

Percentage

of

Loans

Outstanding

Discounted

Balance

Percentage

of

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

1 24,392 99.86% 24,392 99.71% 448,698,121.94 99.71% 2,670 29,584,692.99 21,722 419,113,428.95 23,771 435,722,096.73 621 12,976,025.21 15,652 313,219,447.35 8,740 135,478,674.59

2 28 0.11% 56 0.23% 1,130,731.96 0.25% 10 99,576.97 46 1,031,154.99 40 875,029.18 16 255,702.78 39 945,024.45 17 185,707.51

3 5 0.02% 15 0.06% 172,380.71 0.04% 7 105,326.57 8 67,054.14 - - 15 172,380.71 11 154,682.76 4 17,697.95

4 - - - - - - - - - - - - - - - - - -

5 - - - - - - - - - - - - - - - - - -

6-10 - - - - - - - - - - - - - - - - - -

>10 - - - - - - - - - - - - - - - - - -

Total 24,425 100.00% 24,463 100.00% 450,001,234.61 100.00% 2,687 29,789,596.53 21,776 420,211,638.08 23,811 436,597,125.91 652 13,404,108.70 15,702 314,319,154.56 8,761 135,682,080.05

Total PortfolioType of Contract Type of Obligor Type of Car

Hire Purchase Retail CorporatePCP New car Used car

- 94 -

7. Top 20 Obligors

NumberNumber of

Contracts

Percentage

of Contracts

Outstanding

Discounted

Balance

Percentage of

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

1 1 0.00% 233,472.71 0.05% - - 1 233,472.71 1 233,472.71 - - 1 233,472.71 - -

2 1 0.00% 212,697.05 0.05% - - 1 212,697.05 - - 1 212,697.05 1 212,697.05 - -

3 1 0.00% 205,184.94 0.05% - - 1 205,184.94 1 205,184.94 - - - - 1 205,184.94

4 1 0.00% 195,843.06 0.04% - - 1 195,843.06 1 195,843.06 - - - - 1 195,843.06

5 1 0.00% 191,823.10 0.04% - - 1 191,823.10 1 191,823.10 - - 1 191,823.10 - -

6 1 0.00% 177,927.41 0.04% - - 1 177,927.41 1 177,927.41 - - - - 1 177,927.41

7 1 0.00% 175,921.93 0.04% - - 1 175,921.93 1 175,921.93 - - 1 175,921.93 - -

8 1 0.00% 170,087.78 0.04% - - 1 170,087.78 - - 1 170,087.78 1 170,087.78 - -

9 1 0.00% 169,116.58 0.04% - - 1 169,116.58 1 169,116.58 - - 1 169,116.58 - -

10 1 0.00% 168,984.08 0.04% - - 1 168,984.08 - - 1 168,984.08 1 168,984.08 - -

11 1 0.00% 165,613.19 0.04% - - 1 165,613.19 1 165,613.19 - - 1 165,613.19 - -

12 1 0.00% 161,927.08 0.04% - - 1 161,927.08 1 161,927.08 - - - - 1 161,927.08

13 1 0.00% 159,262.07 0.04% - - 1 159,262.07 1 159,262.07 - - - - 1 159,262.07

14 1 0.00% 155,704.58 0.03% - - 1 155,704.58 - - 1 155,704.58 1 155,704.58 - -

15 1 0.00% 152,583.86 0.03% - - 1 152,583.86 1 152,583.86 - - 1 152,583.86 - -

16 1 0.00% 151,754.45 0.03% - - 1 151,754.45 1 151,754.45 - - 1 151,754.45 - -

17 1 0.00% 144,522.06 0.03% - - 1 144,522.06 1 144,522.06 - - 1 144,522.06 - -

18 1 0.00% 144,068.39 0.03% - - 1 144,068.39 - - 1 144,068.39 - - 1 144,068.39

19 1 0.00% 141,913.74 0.03% - - 1 141,913.74 1 141,913.74 - - 1 141,913.74 - -

20 1 0.00% 141,323.35 0.03% - - 1 141,323.35 1 141,323.35 - - 1 141,323.35 - -

Total 1 - 20 20 0.08% 3,419,731.41 0.76% 0 0.00 20 3,419,731.41 15 2,568,189.53 5 851,541.88 14 2,375,518.46 6 1,044,212.95

Total PortfolioType of Contract Type of Obligor Type of Car

Hire Purchase Retail CorporatePCP New car Used car

- 95 -

8. Outstanding Discounted Balance

Outstanding Discounted Balance

Number

of

Contracts

Percentage

of

Contracts

Outstanding

Discounted

Balance

Percentage of

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

0.01 - 5,000.00 677 2.77% 2,436,561.47 0.54% 567 1,987,943.45 110 448,618.02 650 2,344,017.97 27 92,543.50 42 144,989.95 635 2,291,571.52

5,000.01 - 10,000.00 3,541 14.47% 28,194,942.42 6.27% 973 7,275,946.91 2,568 20,918,995.51 3,444 27,426,310.00 97 768,632.42 1,507 12,514,316.10 2,034 15,680,626.32

10,000.01 - 15,000.00 6,588 26.93% 82,031,207.63 18.23% 567 6,928,373.48 6,021 75,102,834.15 6,445 80,257,684.69 143 1,773,522.94 4,413 54,861,300.50 2,175 27,169,907.13

15,000.01 - 20,000.00 5,064 20.70% 87,953,173.55 19.55% 302 5,183,348.26 4,762 82,769,825.29 4,928 85,607,446.53 136 2,345,727.02 3,231 56,125,255.92 1,833 31,827,917.63

20,000.01 - 25,000.00 3,754 15.35% 84,045,078.93 18.68% 140 3,101,582.67 3,614 80,943,496.26 3,659 81,934,246.37 95 2,110,832.56 2,647 59,475,678.03 1,107 24,569,400.90

25,000.01 - 30,000.00 2,440 9.97% 66,404,403.86 14.76% 53 1,443,252.49 2,387 64,961,151.37 2,376 64,647,110.37 64 1,757,293.49 1,932 52,656,947.67 508 13,747,456.19

> 30,000.00 2,399 9.81% 98,935,866.75 21.99% 85 3,869,149.27 2,314 95,066,717.48 2,309 94,380,309.98 90 4,555,556.77 1,930 78,540,666.39 469 20,395,200.36

Total 24,463 100.00% 450,001,234.61 100.00% 2,687 29,789,596.53 21,776 420,211,638.08 23,811 436,597,125.91 652 13,404,108.70 15,702 314,319,154.56 8,761 135,682,080.05

Statistics

Minimum Outstanding Discounted Balance460.77

233,472.71

Average Outstanding Discounted Balance 18,395.18

Maximum Outstanding Discounted Balance

Type of Car

Hire Purchase Retail Corporate New car Used carPCPTotal Portfolio

Type of Contract Type of Obligor

Minimum Outstanding Discounted Balance

- 96 -

9. Outstanding Discounted Balance Sub-Portfolios

Sub-PF: Hire Purchase/New Cars

Outstanding Discounted Balance

Number

of

Contracts

Percentage

of

Contracts

Outstanding

Discounted

Balance

Percentage of

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

0.01 - 5,000.00 32 0.13% 108,809.41 0.02% 25 85,905.86 7 22,903.55

5,000.01 - 10,000.00 59 0.24% 457,412.76 0.10% 48 362,143.01 11 95,269.75

10,000.01 - 15,000.00 55 0.22% 698,651.49 0.16% 27 342,593.76 28 356,057.73

15,000.01 - 20,000.00 53 0.22% 939,535.04 0.21% 16 278,947.45 37 660,587.59

20,000.01 - 25,000.00 36 0.15% 809,164.88 0.18% 8 181,556.90 28 627,607.98

25,000.01 - 30,000.00 17 0.07% 470,635.56 0.10% 7 196,193.16 10 274,442.40

> 30,000.00 31 0.13% 1,523,460.76 0.34% 21 1,056,037.60 10 467,423.16

Total 283 1.16% 5,007,669.90 1.11% 152 2,503,377.74 131 2,504,292.16

Sub-PF: Hire Purchase/Used Cars

Outstanding Discounted Balance

Number

of

Contracts

Percentage

of

Contracts

Outstanding

Discounted

Balance

Percentage of

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

0.01 - 5,000.00 535 2.19% 1,879,134.04 0.42% 519 1,824,599.83 16 54,534.21

5,000.01 - 10,000.00 914 3.74% 6,818,534.15 1.52% 839 6,236,251.66 75 582,282.49

10,000.01 - 15,000.00 512 2.09% 6,229,721.99 1.38% 423 5,131,713.99 89 1,098,008.00

15,000.01 - 20,000.00 249 1.02% 4,243,813.22 0.94% 187 3,199,225.09 62 1,044,588.13

20,000.01 - 25,000.00 104 0.43% 2,292,417.79 0.51% 84 1,864,192.87 20 428,224.92

25,000.01 - 30,000.00 36 0.15% 972,616.93 0.22% 34 919,074.89 2 53,542.04

> 30,000.00 54 0.22% 2,345,688.51 0.52% 45 1,993,579.80 9 352,108.71

Total 2,404 9.83% 24,781,926.63 5.51% 2,131 21,168,638.13 273 3,613,288.50

Sub-PF: PCP/New Cars

Outstanding Discounted Balance

Number

of

Contracts

Percentage

of

Contracts

Outstanding

Discounted

Balance

Percentage of

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

0.01 - 5,000.00 10 0.04% 36,180.54 0.01% 9 31,995.05 1 4,185.49

5,000.01 - 10,000.00 1,448 5.92% 12,056,903.34 2.68% 1,441 11,995,816.69 7 61,086.65

10,000.01 - 15,000.00 4,358 17.81% 54,162,649.01 12.04% 4,345 54,000,442.62 13 162,206.39

15,000.01 - 20,000.00 3,178 12.99% 55,185,720.88 12.26% 3,158 54,835,809.91 20 349,910.97

20,000.01 - 25,000.00 2,611 10.67% 58,666,513.15 13.04% 2,577 57,897,407.82 34 769,105.33

25,000.01 - 30,000.00 1,915 7.83% 52,186,312.11 11.60% 1,874 51,064,649.45 41 1,121,662.66

> 30,000.00 1,899 7.76% 77,017,205.63 17.11% 1,842 73,923,339.55 57 3,093,866.08

Total 15,419 63.03% 309,311,484.66 68.74% 15,246 303,749,461.09 173 5,562,023.57

Sub-PF: PCP/Used Cars

Outstanding Discounted Balance

Number

of

Contracts

Percentage

of

Contracts

Outstanding

Discounted

Balance

Percentage of

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

0.01 - 5,000.00 100 0.41% 412,437.48 0.09% 97 401,517.23 3 10,920.25

5,000.01 - 10,000.00 1,120 4.58% 8,862,092.17 1.97% 1,116 8,832,098.64 4 29,993.53

10,000.01 - 15,000.00 1,663 6.80% 20,940,185.14 4.65% 1,650 20,782,934.32 13 157,250.82

15,000.01 - 20,000.00 1,584 6.48% 27,584,104.41 6.13% 1,567 27,293,464.08 17 290,640.33

20,000.01 - 25,000.00 1,003 4.10% 22,276,983.11 4.95% 990 21,991,088.78 13 285,894.33

25,000.01 - 30,000.00 472 1.93% 12,774,839.26 2.84% 461 12,467,192.87 11 307,646.39

> 30,000.00 415 1.70% 18,049,511.85 4.01% 401 17,407,353.03 14 642,158.82

Total 6,357 25.99% 110,900,153.42 24.64% 6,282 109,175,648.95 75 1,724,504.47

Overall Total

Outstanding Discounted Balance

Number

of

Contracts

Percentage

of

Contracts

Outstanding

Discounted

Balance

Percentage of

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

0.01 - 5,000.00 677 2.77% 2,436,561.47 0.54% 650 2,344,017.97 27 92,543.50

5,000.01 - 10,000.00 3,541 14.47% 28,194,942.42 6.27% 3,444 27,426,310.00 97 768,632.42

10,000.01 - 15,000.00 6,588 26.93% 82,031,207.63 18.23% 6,445 80,257,684.69 143 1,773,522.94

15,000.01 - 20,000.00 5,064 20.70% 87,953,173.55 19.55% 4,928 85,607,446.53 136 2,345,727.02

20,000.01 - 25,000.00 3,754 15.35% 84,045,078.93 18.68% 3,659 81,934,246.37 95 2,110,832.56

25,000.01 - 30,000.00 2,440 9.97% 66,404,403.86 14.76% 2,376 64,647,110.37 64 1,757,293.49

> 30,000.00 2,399 9.81% 98,935,866.75 21.99% 2,309 94,380,309.98 90 4,555,556.77

Total 24,463 100.00% 450,001,234.61 100.00% 23,811 436,597,125.91 652 13,404,108.70

Total PortfolioType of Obligor

Total PortfolioType of Obligor

Retail Corporate

Retail Corporate

Retail CorporateTotal Portfolio

Type of Obligor

Retail Corporate

Total PortfolioType of Obligor

Retail Corporate

Total PortfolioType of Obligor

- 97 -

10. Original Principal Balance

Original Balance

Number

of

Contracts

Percentage

of

Contracts

Outstanding

Discounted

Balance

Percentage of

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

Number

of

Contracts

Outstanding

Discounted

Balance

0.01 - 5,000.00 568 2.32% 2,071,292.39 0.46% 491 1,718,531.29 77 352,761.10 546 1,998,508.85 22 72,783.54 23 75,337.61 545 1,995,954.78

5,000.01 - 10,000.00 3,322 13.58% 26,079,338.37 5.80% 1,011 7,354,128.45 2,311 18,725,209.92 3,240 25,452,902.98 82 626,435.39 1,119 8,918,425.68 2,203 17,160,912.69

10,000.01 - 15,000.00 6,724 27.49% 83,045,077.57 18.45% 598 7,194,446.03 6,126 75,850,631.54 6,580 81,348,781.65 144 1,696,295.92 4,234 50,516,223.90 2,490 32,528,853.67

15,000.01 - 20,000.00 5,176 21.16% 89,340,560.48 19.85% 289 4,878,695.83 4,887 84,461,864.65 5,041 87,078,649.63 135 2,261,910.85 3,328 55,186,036.62 1,848 34,154,523.86

20,000.01 - 25,000.00 3,758 15.36% 83,289,762.00 18.51% 144 3,091,650.90 3,614 80,198,111.10 3,663 81,283,934.28 95 2,005,827.72 2,807 60,739,870.14 951 22,549,891.86

25,000.01 - 30,000.00 2,415 9.87% 64,991,420.22 14.44% 59 1,497,700.87 2,356 63,493,719.35 2,342 63,102,232.61 73 1,889,187.61 2,035 53,997,819.79 380 10,993,600.43

> 30,000.00 2,500 10.22% 101,183,783.58 22.49% 95 4,054,443.16 2,405 97,129,340.42 2,399 96,332,115.91 101 4,851,667.67 2,156 84,885,440.82 344 16,298,342.76

Total 24,463 100.00% 450,001,234.61 100.00% 2,687 29,789,596.53 21,776 420,211,638.08 23,811 436,597,125.91 652 13,404,108.70 15,702 314,319,154.56 8,761 135,682,080.05

Statistics

1,500.00

228,849.00

Average Original Balance 18,646.86

Total PortfolioType of Contract Type of Obligor

PCP

Minimum Original Balance

Maximum Original Balance

Type of Car

Hire Purchase Retail Corporate New car Used car

- 98 -

11. Effective Interest Rate

Effective Interest Rate Paid by ObligorNumber of

Contracts

Percentage

of Contracts

Outstanding

Discounted

Balance

Percentage of

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

< 0.10% 1,508 6.16% 18,501,509.64 4.11% 82 780,591.87 1,426 17,720,917.77 1,472 17,857,551.26 36 643,958.38 1,471 18,273,614.36 37 227,895.28

0.10% - 0.59% - - - - - - - - - - - - - - - -

0.60% - 1.09% 2 0.01% 59,195.92 0.01% 2 59,195.92 - - 2 59,195.92 - - 2 59,195.92 - -

1.10% - 1.59% - - - - - - - - - - - - - - - -

1.60% - 2.09% 12 0.05% 438,664.84 0.10% 4 134,763.04 8 303,901.80 12 438,664.84 - - 9 380,742.24 3 57,922.60

2.10% - 2.59% 11 0.04% 166,395.40 0.04% 3 26,015.81 8 140,379.59 10 159,129.47 1 7,265.93 7 101,791.07 4 64,604.33

2.60% - 3.09% 940 3.84% 11,942,430.08 2.65% 4 140,711.22 936 11,801,718.86 936 11,854,964.04 4 87,466.04 936 11,801,718.86 4 140,711.22

3.10% - 3.59% 3 0.01% 23,834.28 0.01% 2 13,404.46 1 10,429.82 3 23,834.28 - - 1 7,911.31 2 15,922.97

3.60% - 4.09% 765 3.13% 21,383,385.36 4.75% 12 236,775.83 753 21,146,609.53 743 20,812,872.71 22 570,512.65 757 21,233,316.44 8 150,068.92

4.10% - 4.59% 196 0.80% 1,864,181.34 0.41% 5 32,014.77 191 1,832,166.57 191 1,825,752.10 5 38,429.24 192 1,815,489.59 4 48,691.75

4.60% - 5.09% 2,940 12.02% 67,753,904.16 15.06% 70 1,250,527.73 2,870 66,503,376.43 2,845 65,493,201.22 95 2,260,702.94 2,919 67,494,730.64 21 259,173.52

5.10% - 5.59% 1,274 5.21% 35,129,499.02 7.81% 21 360,540.15 1,253 34,768,958.87 1,251 34,522,410.59 23 607,088.43 1,261 34,952,872.87 13 176,626.15

5.60% - 6.09% 6,814 27.85% 137,858,570.59 30.64% 71 1,584,861.93 6,743 136,273,708.66 6,728 135,063,432.74 86 2,795,137.85 6,092 122,973,739.24 722 14,884,831.35

6.10% - 6.59% 1,921 7.85% 32,246,944.27 7.17% 25 348,154.94 1,896 31,898,789.33 1,903 31,662,069.57 18 584,874.70 1,762 29,823,534.32 159 2,423,409.95

6.60% - 7.09% 893 3.65% 11,760,144.73 2.61% 53 773,246.88 840 10,986,897.85 848 11,017,486.23 45 742,658.50 158 2,113,771.20 735 9,646,373.53

7.10% - 7.59% 614 2.51% 7,402,648.41 1.65% 493 5,224,345.39 121 2,178,303.02 503 5,784,165.86 111 1,618,482.55 26 366,812.68 588 7,035,835.73

7.60% - 8.09% 287 1.17% 4,999,252.08 1.11% 154 2,008,469.55 133 2,990,782.53 267 4,702,727.79 20 296,524.29 10 241,808.65 277 4,757,443.43

8.10% - 8.59% 425 1.74% 6,407,423.88 1.42% 215 2,422,198.39 210 3,985,225.49 388 5,833,897.07 37 573,526.81 23 362,876.94 402 6,044,546.94

8.60% - 9.09% 440 1.80% 7,942,423.59 1.76% 163 1,587,745.50 277 6,354,678.09 428 7,628,936.12 12 313,487.47 15 744,266.75 425 7,198,156.84

9.10% - 9.59% 956 3.91% 16,016,928.20 3.56% 272 2,924,212.58 684 13,092,715.62 898 15,195,231.52 58 821,696.68 25 923,515.71 931 15,093,412.49

9.60% - 10.00% 392 1.60% 6,948,129.92 1.54% 66 700,135.99 326 6,247,993.93 385 6,625,720.79 7 322,409.13 3 207,221.30 389 6,740,908.62

> 10.00% 4,070 16.64% 61,155,768.90 13.59% 970 9,181,684.58 3,100 51,974,084.32 3,998 60,035,881.79 72 1,119,887.11 33 440,224.47 4,037 60,715,544.43

Total 24,463 100.00% 450,001,234.61 100.00% 2,687 29,789,596.53 21,776 420,211,638.08 23,811 436,597,125.91 652 13,404,108.70 15,702 314,319,154.56 8,761 135,682,080.05

Minimum Effective Interest Rate Paid by Obligor-

14.80%

Weighted Average Effective Interest Rate Paid by Obligor 6.30%

Total PortfolioType of Contract Type of Obligor

PCP

Minimum Effective Interest Rate Paid by Obligor

Maximum Effective Interest Rate Paid by Obligor

Type of Car

Hire Purchase Retail Corporate New car Used car

- 99 -

12. Original Term

Length of Original Term

(months)

Number of

Contracts

Percentage

of Contracts

Outstanding

Discounted

Balance

Percentage of

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

01 - 12 108 0.44% 803,629.83 0.18% 106 791,124.12 2 12,505.71 92 696,411.09 16 107,218.74 16 215,670.23 92 587,959.60

13 - 24 889 3.63% 11,005,370.22 2.45% 423 2,811,488.90 466 8,193,881.32 838 10,513,022.96 51 492,347.26 250 4,908,607.31 639 6,096,762.91

25 - 36 3,009 12.30% 45,952,940.89 10.21% 756 7,092,956.09 2,253 38,859,984.80 2,806 42,128,901.79 203 3,824,039.10 1,570 29,087,362.31 1,439 16,865,578.58

37 - 48 6,131 25.06% 101,236,181.88 22.50% 594 7,212,238.07 5,537 94,023,943.81 5,947 97,217,415.13 184 4,018,766.75 4,156 72,340,862.37 1,975 28,895,319.51

49 - 60 14,265 58.31% 290,219,831.03 64.49% 747 11,098,508.59 13,518 279,121,322.44 14,068 285,274,996.92 197 4,944,834.11 9,709 207,745,819.12 4,556 82,474,011.91

61 - 72 61 0.25% 783,280.76 0.17% 61 783,280.76 - - 60 766,378.02 1 16,902.74 1 20,833.22 60 762,447.54

>72 - - - - - - - - - - - - - - - -

Total 24,463 100.00% 450,001,234.61 100.00% 2,687 29,789,596.53 21,776 420,211,638.08 23,811 436,597,125.91 652 13,404,108.70 15,702 314,319,154.56 8,761 135,682,080.05

Statistics

11

72

Weighted Average Original Term 45.88

CorporatePCP

Minimum Original Term

Maximum Original Term

New car Used carTotal Portfolio

Type of Contract Type of Obligor Type of Car

Hire Purchase Retail

- 100 -

13. Remaining Term

Length of Remaining Term

(Months)

Number of

Contracts

Percentage

of Contracts

Outstanding

Discounted

Balance

Percentage of

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

01 - 12 204 0.83% 1,971,473.38 0.44% 137 876,355.02 67 1,095,118.36 183 1,817,567.02 21 153,906.36 48 856,670.74 156 1,114,802.64

13 - 24 1,180 4.82% 16,245,850.76 3.61% 464 3,220,871.71 716 13,024,979.05 1,114 15,057,032.11 66 1,188,818.65 412 8,106,699.40 768 8,139,151.36

25 - 36 5,286 21.61% 84,101,067.58 18.69% 771 7,404,580.15 4,515 76,696,487.43 5,057 79,722,464.51 229 4,378,603.07 3,263 58,038,242.02 2,023 26,062,825.56

37 - 48 17,078 69.81% 336,813,759.55 74.85% 600 7,418,706.31 16,478 329,395,053.24 16,826 330,709,087.52 252 6,104,672.03 11,936 246,305,566.78 5,142 90,508,192.77

49 - 60 715 2.92% 10,869,083.34 2.42% 715 10,869,083.34 - - 631 9,290,974.75 84 1,578,108.59 43 1,011,975.62 672 9,857,107.72

61 - 72 - - - - - - - - - - - - - - - -

> 72 - - - - - - - - - - - - - - - -

Total 24,463 100.00% 450,001,234.61 100.00% 2,687 29,789,596.53 21,776 420,211,638.08 23,811 436,597,125.91 652 13,404,108.70 15,702 314,319,154.56 8,761 135,682,080.05

Statistics

6

59

40.99Weighted Average Remaining Term

New car Used car

Minimum Remaining Term

Maximum Remaining Term

Total PortfolioType of Contract Type of Obligor Type of Car

Hire Purchase Retail CorporatePCP

- 101 -

14. Seasoning

Seasoning (months)Number of

Contracts

Percentage

of Contracts

Outstanding

Discounted

Balance

Percentage of

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

01 - 12 23,669 96.75% 437,785,573.59 97.29% 2,596 29,068,306.30 21,073 408,717,267.29 23,039 424,718,937.36 630 13,066,636.23 15,136 304,846,882.44 8,533 132,938,691.15

13 - 24 737 3.01% 11,498,456.92 2.56% 86 703,612.28 651 10,794,844.64 717 11,167,902.39 20 330,554.53 527 8,925,925.77 210 2,572,531.15

25 - 36 56 0.23% 706,052.23 0.16% 5 17,677.95 51 688,374.28 54 699,134.29 2 6,917.94 39 546,346.35 17 159,705.88

37 - 48 1 0.00% 11,151.87 0.00% - - 1 11,151.87 1 11,151.87 - - - - 1 11,151.87

49 - 60 - - - - - - - - - - - - - - - -

61 - 72 - - - - - - - - - - - - - - - -

>72 - - - - - - - - - - - - - - - -

Total 24,463 100.00% 450,001,234.61 100.00% 2,687 29,789,596.53 21,776 420,211,638.08 23,811 436,597,125.91 652 13,404,108.70 15,702 314,319,154.56 8,761 135,682,080.05

Statistics

1

39

Weighted Average Months Since Started 4.84

CorporatePCP New car Used car

Type of Obligor Type of Car

Minimum Months Since Started

Maximum Months Since Started

Total PortfolioType of Contract

Hire Purchase Retail

- 102 -

15. Type of Credit

Type of CreditNumber of

Contracts

Percentage

of Contracts

Outstanding

Discounted

Balance

Percentage of

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Hire Purchase 2,687 10.98% 29,789,596.53 6.62% 2,283 23,672,015.87 404 6,117,580.66 283 5,007,669.90 2,404 24,781,926.63

PCP 21,776 89.02% 420,211,638.08 93.38% 21,528 412,925,110.04 248 7,286,528.04 15,419 309,311,484.66 6,357 110,900,153.42

Lease Purchase - - - - - - - - - - - -

Total 24,463 100.00% 450,001,234.61 100.00% 23,811 436,597,125.91 652 13,404,108.70 15,702 314,319,154.56 8,761 135,682,080.05

New car Used carTotal Portfolio

Type of Obligor Type of Car

Retail Corporate

- 103 -

16. Balloon as a % of Outstanding Discounted Balance

Length of Remaining Term

(months)

Number of

Balloon

Contracts

Percentage

of Balloon

Contracts

Discounted

Principal

Balloon Balance

Outstanding

Discounted

Balance

Remaining

Balloon as % of

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

1 - - - - - - - - - - - - - - - - -

2 - - - - - - - - - - - - - - - - -

3 - - - - - - - - - - - - - - - - -

4 - - - - - - - - - - - - - - - - -

5 - - - - - - - - - - - - - - - - -

6 3 0.01% 29,683.25 107,682.22 27.57% 9 74,164.12 3 33,518.10 9 94,416.79 3 13,265.43 2 69,216.88 10 38,465.34

7 11 0.05% 146,533.47 293,676.73 49.90% 26 121,140.90 11 172,535.83 33 275,288.36 4 18,388.37 10 166,052.32 27 127,624.41

8 13 0.06% 76,655.00 301,094.65 25.46% 34 192,445.72 13 108,648.93 44 286,263.81 3 14,830.84 8 73,925.35 39 227,169.30

9 12 0.06% 79,185.01 337,537.50 23.46% 22 226,940.02 12 110,597.48 29 293,303.77 5 44,233.73 13 152,327.33 21 185,210.17

10 5 0.02% 277,647.24 523,836.82 53.00% 35 229,631.54 5 294,205.28 36 490,184.52 4 33,652.30 5 161,949.25 35 361,887.57

11 10 0.05% 58,163.03 104,035.80 55.91% 4 7,383.89 10 96,651.91 12 74,500.11 2 29,535.69 4 47,148.72 10 56,887.08

12 13 0.06% 215,324.92 303,609.66 70.92% 7 24,648.83 13 278,960.83 20 303,609.66 - - 6 186,050.89 14 117,558.77

13 40 0.18% 268,053.05 610,007.21 43.94% 19 133,786.43 40 476,220.78 59 610,007.21 - - 27 399,203.26 32 210,803.95

14 56 0.26% 654,127.93 1,079,461.52 60.60% 23 130,615.08 56 948,846.44 76 906,909.87 3 172,551.65 28 612,971.07 51 466,490.45

15 66 0.30% 533,840.96 1,087,616.74 49.08% 23 188,773.17 66 898,843.57 80 1,014,880.22 9 72,736.52 40 755,561.15 49 332,055.59

16 51 0.23% 513,000.88 968,294.01 52.98% 24 180,512.05 51 787,781.96 72 951,112.63 3 17,181.38 31 495,389.57 44 472,904.44

17 24 0.11% 380,964.98 651,235.11 58.50% 24 167,680.43 24 483,554.68 44 583,116.66 4 68,118.45 12 178,014.32 36 473,220.79

18 30 0.14% 319,569.09 675,260.61 47.33% 38 245,149.94 30 430,110.67 63 551,590.05 5 123,670.56 12 196,037.24 56 479,223.37

19 72 0.33% 731,062.60 1,406,378.01 51.98% 54 347,380.69 72 1,058,997.32 118 1,332,776.14 8 73,601.87 48 728,944.70 78 677,433.31

20 81 0.37% 1,301,793.42 2,273,022.53 57.27% 58 434,298.80 81 1,838,723.73 131 2,210,840.08 8 62,182.45 41 1,029,115.34 98 1,243,907.19

21 96 0.44% 1,343,065.96 2,619,329.10 51.28% 87 609,604.57 96 2,009,724.53 172 2,358,110.28 11 261,218.82 48 1,222,410.74 135 1,396,918.36

22 102 0.47% 1,599,612.21 3,012,584.21 53.10% 96 649,777.62 102 2,362,806.59 189 2,779,507.44 9 233,076.77 63 1,360,154.95 135 1,652,429.26

23 56 0.26% 805,969.58 1,193,221.13 67.55% 7 57,157.39 56 1,136,063.74 61 1,127,461.24 2 65,759.89 38 784,140.76 25 409,080.37

24 42 0.19% 394,273.33 669,440.58 58.90% 11 76,135.54 42 593,305.04 49 630,720.29 4 38,720.29 24 344,756.30 29 324,684.28

25 129 0.59% 1,169,287.77 1,985,738.73 58.88% 28 179,733.71 129 1,806,005.02 154 1,959,866.92 3 25,871.81 111 1,572,715.16 46 413,023.57

26 165 0.76% 1,895,403.94 3,049,131.07 62.16% 33 172,653.73 165 2,876,477.34 189 2,933,805.16 9 115,325.91 127 2,260,617.26 71 788,513.81

27 128 0.59% 1,272,367.28 2,259,496.79 56.31% 28 225,301.29 128 2,034,195.50 147 2,165,272.91 9 94,223.88 89 1,517,893.72 67 741,603.07

28 149 0.68% 1,504,951.32 2,730,741.61 55.11% 25 244,721.04 149 2,486,020.57 163 2,420,212.40 11 310,529.21 106 1,870,715.22 68 860,026.39

29 162 0.74% 1,427,587.44 2,799,183.96 51.00% 45 354,466.12 162 2,444,717.84 193 2,558,545.33 14 240,638.63 127 1,971,420.03 80 827,763.93

30 234 1.07% 2,339,173.91 4,649,473.23 50.31% 65 615,929.17 234 4,033,544.06 278 4,340,938.87 21 308,534.36 143 2,657,380.86 156 1,992,092.37

31 593 2.72% 5,353,018.85 9,853,914.80 54.32% 83 759,846.13 593 9,094,068.67 646 9,311,037.50 30 542,877.30 473 7,476,328.64 203 2,377,586.16

32 657 3.02% 6,510,117.75 12,387,213.10 52.56% 135 1,401,770.13 657 10,985,442.97 753 11,651,360.09 39 735,853.01 458 8,307,024.35 334 4,080,188.75

33 697 3.20% 7,275,458.41 13,897,484.96 52.35% 138 1,338,510.78 697 12,558,974.18 795 13,072,135.18 40 825,349.78 467 9,187,980.54 368 4,709,504.42

34 850 3.90% 8,757,762.26 17,055,018.23 51.35% 172 1,856,885.89 850 15,198,132.34 979 16,251,147.56 43 803,870.67 600 11,355,290.66 422 5,699,727.57

35 485 2.23% 5,167,633.00 9,459,148.65 54.63% 10 166,625.49 485 9,292,523.16 488 9,124,284.67 7 334,863.98 345 6,715,534.51 150 2,743,614.14

36 266 1.22% 1,980,026.76 3,974,522.45 49.82% 9 88,136.67 266 3,886,385.78 272 3,933,857.92 3 40,664.53 217 3,145,341.07 58 829,181.38

37 612 2.81% 4,459,834.54 9,008,899.78 49.50% 26 260,235.84 612 8,748,663.94 629 8,868,058.00 9 140,841.78 553 7,922,024.87 85 1,086,874.91

38 1,030 4.73% 9,199,986.45 18,059,196.78 50.94% 23 245,288.74 1,030 17,813,908.04 1,037 17,765,048.63 16 294,148.15 870 15,387,026.28 183 2,672,170.50

39 775 3.56% 6,551,502.90 13,273,046.74 49.36% 25 263,738.89 775 13,009,307.85 782 12,904,416.66 18 368,630.08 594 10,145,631.20 206 3,127,415.54

40 1,041 4.78% 8,707,230.14 17,860,640.73 48.75% 26 342,005.54 1,041 17,518,635.19 1,061 17,720,761.21 6 139,879.52 850 14,291,544.62 217 3,569,096.11

41 504 2.31% 5,031,105.41 10,319,285.36 48.75% 26 311,952.17 504 10,007,333.19 520 10,079,896.17 10 239,389.19 336 7,119,325.35 194 3,199,960.01

42 696 3.20% 6,497,463.79 13,937,103.62 46.62% 51 528,322.83 696 13,408,780.79 739 13,774,632.75 8 162,470.87 452 9,286,548.82 295 4,650,554.80

43 1,177 5.41% 10,960,394.56 23,742,414.67 46.16% 63 839,652.93 1,177 22,902,761.74 1,214 23,079,360.25 26 663,054.42 792 16,224,581.07 448 7,517,833.60

44 2,396 11.00% 24,218,653.50 51,229,602.33 47.27% 92 1,122,407.68 2,396 50,107,194.65 2,447 50,172,504.02 41 1,057,098.31 1,866 40,175,692.38 622 11,053,909.95

45 2,280 10.47% 22,151,526.05 48,329,898.32 45.83% 107 1,427,555.35 2,280 46,902,342.97 2,354 47,640,551.24 33 689,347.08 1,486 32,512,618.67 901 15,817,279.65

46 2,841 13.05% 28,341,424.84 62,464,072.80 45.37% 141 1,833,597.58 2,841 60,630,475.22 2,922 61,153,350.42 60 1,310,722.38 1,923 42,795,949.86 1,059 19,668,122.94

47 3,113 14.30% 31,764,226.58 68,182,795.56 46.59% 10 126,103.38 3,113 68,056,692.18 3,098 67,143,705.31 25 1,039,090.25 2,203 50,189,384.33 920 17,993,411.23

48 13 0.06% 132,804.38 406,802.86 32.65% 10 117,845.38 13 288,957.48 23 406,802.86 - - 11 255,239.33 12 151,563.53

49 - - - 264,453.77 - 25 264,453.77 - - 24 247,695.12 1 16,758.65 - - 25 264,453.77

50 - - - 342,947.28 - 25 342,947.28 - - 21 292,700.28 4 50,247.00 - - 25 342,947.28

51 - - - 326,373.08 - 26 326,373.08 - - 23 273,075.70 3 53,297.38 3 35,780.54 23 290,592.54

52 - - - 383,056.38 - 26 383,056.38 - - 20 248,807.85 6 134,248.53 4 53,362.23 22 329,694.15

53 - - - 455,249.63 - 34 455,249.63 - - 29 377,484.38 5 77,765.25 - - 34 455,249.63

54 - - - 990,043.70 - 66 990,043.70 - - 61 887,391.19 5 102,652.51 4 63,629.77 62 926,413.93

55 - - - 1,371,783.25 - 85 1,371,783.25 - - 75 1,210,076.40 10 161,706.85 6 108,929.60 79 1,262,853.65

56 - - - 1,757,200.41 - 123 1,757,200.41 - - 114 1,602,512.82 9 154,687.59 3 43,694.35 120 1,713,506.06

57 - - - 2,566,671.27 - 145 2,566,671.27 - - 124 2,118,948.22 21 447,723.05 10 372,922.89 135 2,193,748.38

58 - - - 2,403,399.27 - 159 2,403,399.27 - - 139 2,024,377.49 20 379,021.78 13 333,656.24 146 2,069,743.03

59 - - - 7,905.30 - 1 7,905.30 - - 1 7,905.30 - - - - 1 7,905.30

60 - - - - - - - - - - - - - - - - -

61 - - - - - - - - - - - - - - - - -

62 - - - - - - - - - - - - - - - - -

63 - - - - - - - - - - - - - - - - -

64 - - - - - - - - - - - - - - - - -

65 - - - - - - - - - - - - - - - - -

66 - - - - - - - - - - - - - - - - -

67 - - - - - - - - - - - - - - - - -

68 - - - - - - - - - - - - - - - - -

69 - - - - - - - - - - - - - - - - -

70 - - - - - - - - - - - - - - - - -

71 - - - - - - - - - - - - - - - - -

>=72 - - - - - - - - - - - - - - - - -

Total 21,776 100.00% 212,397,467.74 450,001,234.61 47.20% 2,687 29,789,596.53 21,776 420,211,638.08 23,811 436,597,125.91 652 13,404,108.70 15,702 314,319,154.56 8,761 135,682,080.05

Type of Contract Type of Obligor Type of Car

Hire Purchase Retail CorporateTotal Portfolio

PCP New car Used car

- 104 -

17. Type of Car

Type of CarNumber of

Contracts

Percentage

of Contracts

Outstanding

Discounted

Balance

Percentage of

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

New 15,702 64.19% 314,319,154.56 69.85% 15,398 306,252,838.83 304 8,066,315.73

Used 8,761 35.81% 135,682,080.05 30.15% 8,413 130,344,287.08 348 5,337,792.97

Total 24,463 100.00% 450,001,234.61 100.00% 23,811 436,597,125.91 652 13,404,108.70

Type of Car: Only Hire Purchase

Type of CarNumber of

Contracts

Percentage

of Contracts

Outstanding

Discounted

Balance

Percentage of

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

New 283 1.16% 5,007,669.90 1.11% 152 2,503,377.74 131 2,504,292.16

Used 2,404 9.83% 24,781,926.63 5.51% 2,131 21,168,638.13 273 3,613,288.50

Total 2,687 10.98% 29,789,596.53 6.62% 2,283 23,672,015.87 404 6,117,580.66

Type of Car: Only PCP

Type of CarNumber of

Contracts

Percentage

of Contracts

Outstanding

Discounted

Balance

Percentage of

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

New 15,419 63.03% 309,311,484.66 68.74% 15,246 303,749,461.09 173 5,562,023.57

Used 6,357 25.99% 110,900,153.42 24.64% 6,282 109,175,648.95 75 1,724,504.47

Total 21,776 89.02% 420,211,638.08 93.38% 21,528 412,925,110.04 248 7,286,528.04

Type of Obligor

Retail Corporate

Type of Obligor

Retail Corporate

Total PortfolioType of Obligor

Retail Corporate

- 105 -

18. Brand and Model

Brand ModelNumber of

Contracts

Percentage

of Contracts

Outstanding

Discounted

Balance

Percentage of

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Audi A1 1,751 7.16% 27,558,399.76 6.12% 113 1,026,300.89 1,638 26,532,098.87 1,737 27,340,633.21 14 217,766.55 1,234 20,706,679.81 517 6,851,719.95

A3 2,030 8.30% 42,837,674.08 9.52% 165 1,802,804.52 1,865 41,034,869.56 2,013 42,479,514.28 17 358,159.80 1,173 27,727,621.34 857 15,110,052.74

A4 988 4.04% 23,294,422.73 5.18% 76 875,277.10 912 22,419,145.63 967 22,782,220.35 21 512,202.38 588 15,674,532.41 400 7,619,890.32

A5 737 3.01% 20,531,820.43 4.56% 61 733,931.47 676 19,797,888.96 723 20,081,231.76 14 450,588.67 396 13,310,879.31 341 7,220,941.12

A6 562 2.30% 14,251,104.78 3.17% 62 781,179.38 500 13,469,925.40 549 13,940,460.57 13 310,644.21 336 9,588,541.89 226 4,662,562.89

A7 154 0.63% 5,187,131.17 1.15% 12 150,535.01 142 5,036,596.16 149 5,001,951.95 5 185,179.22 97 3,664,876.41 57 1,522,254.76

A8 38 0.16% 1,412,171.36 0.31% 10 212,839.27 28 1,199,332.09 35 1,306,594.65 3 105,576.71 18 887,159.66 20 525,011.70

Allroad 90 0.37% 2,642,523.92 0.59% 10 131,018.93 80 2,511,504.99 88 2,581,718.77 2 60,805.15 57 1,933,835.49 33 708,688.43

Q2 433 1.77% 10,175,268.74 2.26% 7 78,149.71 426 10,097,119.03 426 9,997,558.64 7 177,710.10 410 9,711,986.97 23 463,281.77

Q3 894 3.65% 21,922,090.87 4.87% 64 712,299.22 830 21,209,791.65 883 21,671,095.09 11 250,995.78 629 16,760,955.29 265 5,161,135.58

Q5 613 2.51% 19,723,643.84 4.38% 40 626,740.62 573 19,096,903.22 595 19,088,363.60 18 635,280.24 391 13,875,370.52 222 5,848,273.32

Q7 352 1.44% 15,757,121.75 3.50% 33 725,969.51 319 15,031,152.24 337 15,109,190.56 15 647,931.19 233 11,797,812.20 119 3,959,309.55

R Models 105 0.43% 5,613,406.50 1.25% 7 122,526.76 98 5,490,879.74 102 5,461,527.23 3 151,879.27 48 3,218,244.41 57 2,395,162.09

TT 555 2.27% 13,814,135.85 3.07% 42 492,794.18 513 13,321,341.67 553 13,776,197.31 2 37,938.54 388 10,654,126.94 167 3,160,008.91

Sub-Total Audi Sub-Total Audi 9,302 38.02% 224,720,915.78 49.94% 702 8,472,366.57 8,600 216,248,549.21 9,157 220,618,257.97 145 4,102,657.81 5,998 159,512,622.65 3,304 65,208,293.13

Bentley Bentayga 17 0.07% 2,192,438.34 0.49% 2 197,690.29 15 1,994,748.05 15 1,909,176.07 2 283,262.27 9 1,113,188.50 8 1,079,249.84

Continental Convertible 26 0.11% 2,746,189.72 0.61% 3 149,309.32 23 2,596,880.40 23 2,345,196.61 3 400,993.11 15 1,852,931.37 11 893,258.35

Flying Spur 3 0.01% 312,081.77 0.07% - - 3 312,081.77 3 312,081.77 - - 3 312,081.77 - -

Continental Coupe 41 0.17% 3,889,496.42 0.86% 3 127,999.30 38 3,761,497.12 38 3,494,056.38 3 395,440.04 20 2,459,985.67 21 1,429,510.75

Mulsanne 4 0.02% 436,249.51 0.10% 1 44,903.64 3 391,345.87 3 391,345.87 1 44,903.64 1 44,903.64 3 391,345.87

Sub-Total Bentley Sub-Total Bentley 91 0.37% 9,576,455.76 2.13% 9 519,902.55 82 9,056,553.21 82 8,451,856.70 9 1,124,599.06 48 5,783,090.95 43 3,793,364.81

Lamborghini Huracan 10 0.04% 1,382,498.51 0.31% 1 100,576.25 9 1,281,922.26 9 1,226,793.93 1 155,704.58 4 566,720.76 6 815,777.75

Sub-Total Lamborghini Sub-Total Lamborghini 10 0.04% 1,382,498.51 0.31% 1 100,576.25 9 1,281,922.26 9 1,226,793.93 1 155,704.58 4 566,720.76 6 815,777.75

Porsche 911 44 0.18% 1,475,228.21 0.33% 44 1,475,228.21 - - 42 1,344,508.92 2 130,719.29 11 482,327.61 33 992,900.60

Boxster 16 0.07% 343,877.02 0.08% 16 343,877.02 - - 16 343,877.02 - - 1 53,261.92 15 290,615.10

Cayenne 16 0.07% 516,366.38 0.11% 16 516,366.38 - - 15 451,986.34 1 64,380.04 3 163,306.93 13 353,059.45

Cayman 11 0.04% 301,758.71 0.07% 11 301,758.71 - - 10 279,146.71 1 22,612.00 3 50,563.65 8 251,195.06

Macan 30 0.12% 803,047.29 0.18% 30 803,047.29 - - 26 667,404.89 4 135,642.40 22 595,190.50 8 207,856.79

Panamera 9 0.04% 187,711.24 0.04% 9 187,711.24 - - 9 187,711.24 - - 1 44,571.12 8 143,140.12

Sub-Total Porsche Sub-Total Porsche 126 0.52% 3,627,988.85 0.81% 126 3,627,988.85 - - 118 3,274,635.12 8 353,353.73 41 1,389,221.73 85 2,238,767.12

Seat Alhambra 42 0.17% 859,899.95 0.19% 8 121,977.58 34 737,922.37 41 839,966.92 1 19,933.03 17 379,005.12 25 480,894.83

Altea 4 0.02% 21,323.39 0.00% 3 15,728.62 1 5,594.77 4 21,323.39 - - - - 4 21,323.39

Ateca 254 1.04% 5,148,882.76 1.14% 5 59,443.65 249 5,089,439.11 254 5,148,882.76 - - 235 4,740,487.03 19 408,395.73

Exeo 1 0.00% 7,089.41 0.00% 1 7,089.41 - - 1 7,089.41 - - - - 1 7,089.41

Ibiza 980 4.01% 10,075,907.60 2.24% 136 742,554.17 844 9,333,353.43 978 10,060,678.73 2 15,228.87 713 8,114,018.91 267 1,961,888.69

Leon 539 2.20% 7,691,629.29 1.71% 74 562,154.95 465 7,129,474.34 539 7,691,629.29 - - 304 4,816,797.95 235 2,874,831.34

Mii 115 0.47% 815,171.28 0.18% 22 96,982.63 93 718,188.65 115 815,171.28 - - 88 679,003.24 27 136,168.04

Toledo 20 0.08% 204,011.44 0.05% 7 50,233.71 13 153,777.73 20 204,011.44 - - 8 95,567.54 12 108,443.90

Sub-Total Seat Sub-Total Seat 1,955 7.99% 24,823,915.12 5.52% 256 1,656,164.72 1,699 23,167,750.40 1,952 24,788,753.22 3 35,161.90 1,365 18,824,879.79 590 5,999,035.33

Skoda Fabia 1,051 4.30% 10,738,285.57 2.39% 93 450,766.32 958 10,287,519.25 1,046 10,687,352.97 5 50,932.60 830 9,133,307.34 221 1,604,978.23

Citigo 614 2.51% 4,419,369.56 0.98% 31 113,815.77 583 4,305,553.79 612 4,411,442.83 2 7,926.73 514 3,911,617.54 100 507,752.02

Kodiaq 112 0.46% 2,875,565.85 0.64% 1 14,324.87 111 2,861,240.98 111 2,849,786.28 1 25,779.57 103 2,638,688.39 9 236,877.46

Octavia 641 2.62% 9,364,115.75 2.08% 77 649,880.66 564 8,714,235.09 629 9,243,191.62 12 120,924.13 362 5,907,691.86 279 3,456,423.89

Roomster 15 0.06% 79,480.92 0.02% 7 25,599.20 8 53,881.72 15 79,480.92 - - - - 15 79,480.92

Rapid 182 0.74% 1,885,189.80 0.42% 27 175,309.37 155 1,709,880.43 182 1,885,189.80 - - 104 1,236,898.69 78 648,291.11

Superb 235 0.96% 4,290,767.20 0.95% 44 479,632.03 191 3,811,135.17 233 4,242,737.43 2 48,029.77 122 2,554,996.21 113 1,735,770.99

Yeti 641 2.62% 9,284,437.59 2.06% 48 343,812.01 593 8,940,625.58 639 9,256,488.30 2 27,949.29 494 7,725,061.20 147 1,559,376.39

Sub-Total Skoda Sub-Total Skoda 3,491 14.27% 42,937,212.24 9.54% 328 2,253,140.23 3,163 40,684,072.01 3,467 42,655,670.15 24 281,542.09 2,529 33,108,261.23 962 9,828,951.01

Total PortfolioType of Contract Type of Obligor Type of Car

Hire Purchase Retail CorporatePCP New car Used car

- 106 -

Sub-Total Skoda Sub-Total Skoda 3,491 14.27% 42,937,212.24 9.54% 328 2,253,140.23 3,163 40,684,072.01 3,467 42,655,670.15 24 281,542.09 2,529 33,108,261.23 962 9,828,951.01

Volkswagen Golf 2,428 9.93% 40,952,308.22 9.10% 214 1,756,227.87 2,214 39,196,080.35 2,413 40,637,267.09 15 315,041.13 1,340 25,843,090.66 1,088 15,109,217.56

VW Commercial 583 2.38% 9,355,404.55 2.08% 481 6,802,985.03 102 2,552,419.52 187 3,205,655.66 396 6,149,748.89 212 4,264,632.04 371 5,090,772.51

Beetle 112 0.46% 1,593,065.29 0.35% 17 129,968.39 95 1,463,096.90 109 1,546,703.41 3 46,361.88 40 721,973.58 72 871,091.71

Passat 499 2.04% 8,276,581.60 1.84% 59 514,407.41 440 7,762,174.19 492 8,155,867.74 7 120,713.86 113 2,525,968.16 386 5,750,613.44

California 21 0.09% 702,375.19 0.16% 5 85,417.73 16 616,957.46 17 565,404.49 4 136,970.70 14 493,248.49 7 209,126.70

Eos 2 0.01% 12,150.46 0.00% 2 12,150.46 - - 2 12,150.46 - - - - 2 12,150.46

Fox 1 0.00% 3,555.79 0.00% 1 3,555.79 - - 1 3,555.79 - - - - 1 3,555.79

Jetta 25 0.10% 262,983.58 0.06% 7 55,593.67 18 207,389.91 24 255,153.23 1 7,830.35 1 13,295.18 24 249,688.40

Polo 3,349 13.69% 39,181,880.34 8.71% 193 1,237,850.27 3,156 37,944,030.07 3,337 39,063,896.13 12 117,984.21 2,552 32,209,603.84 797 6,972,276.50

Scirocco 329 1.34% 5,846,625.48 1.30% 24 227,875.93 305 5,618,749.55 328 5,826,455.88 1 20,169.60 120 2,439,230.80 209 3,407,394.68

Sharan 76 0.31% 1,388,500.37 0.31% 26 309,256.26 50 1,079,244.11 75 1,370,613.64 1 17,886.73 23 530,919.87 53 857,580.50

Tiguan 1,093 4.47% 24,628,184.88 5.47% 61 516,922.26 1,032 24,111,262.62 1,083 24,370,350.76 10 257,834.12 821 20,337,191.96 272 4,290,992.92

Touareg 83 0.34% 2,338,866.90 0.52% 12 175,004.14 71 2,163,862.76 82 2,301,661.31 1 37,205.59 26 950,331.01 57 1,388,535.89

Touran 137 0.56% 2,346,510.38 0.52% 29 281,787.31 108 2,064,723.07 134 2,301,856.64 3 44,653.74 67 1,383,579.21 70 962,931.17

VWUP 676 2.76% 5,290,066.15 1.18% 60 297,265.67 616 4,992,800.48 673 5,261,418.55 3 28,647.60 388 3,421,292.65 288 1,868,773.50

Sub-Total Volkswagen Sub-Total Volkswagen 9,414 38.48% 142,179,059.18 31.60% 1,191 12,406,268.19 8,223 129,772,790.99 8,957 134,878,010.78 457 7,301,048.40 5,717 95,134,357.45 3,697 47,044,701.73

Other Brands Other Brands 74 0.30% 753,189.17 0.17% 74 753,189.17 - - 69 703,148.04 5 50,041.13 - - 74 753,189.17

Total Total 24,463 100.00% 450,001,234.61 100.00% 2,687 29,789,596.53 21,776 420,211,638.08 23,811 436,597,125.91 652 13,404,108.70 15,702 314,319,154.56 8,761 135,682,080.05

- 107 -

19. Geographical Region

RegionNumber of

Contracts

Percentage

of Contracts

Outstanding

Discounted

Balance

Percentage of

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Channel Islands - - - - - - - - - - - - - - - -

East of England 2,106 8.61% 40,110,953.67 8.91% 209 2,186,675.34 1,897 37,924,278.33 2,044 38,679,858.66 62 1,431,095.01 1,334 27,984,730.15 772 12,126,223.52

East Midlands 1,433 5.86% 27,997,614.56 6.22% 197 2,283,340.31 1,236 25,714,274.25 1,389 26,809,275.29 44 1,188,339.27 866 18,608,229.18 567 9,389,385.38

Isle of Man - - - - - - - - - - - - - - - -

London 845 3.45% 17,689,692.11 3.93% 122 1,745,824.74 723 15,943,867.37 813 17,045,229.46 32 644,462.65 522 12,221,416.38 323 5,468,275.73

North East England 1,241 5.07% 21,839,917.69 4.85% 131 1,407,077.01 1,110 20,432,840.68 1,210 21,328,351.79 31 511,565.90 836 15,673,043.88 405 6,166,873.81

North West England 3,000 12.26% 55,126,448.02 12.25% 267 2,964,046.07 2,733 52,162,401.95 2,942 53,709,511.90 58 1,416,936.12 1,934 38,527,973.21 1,066 16,598,474.81

Northern Ireland - - - - - - - - - - - - - - - -

Scotland 2,645 10.81% 48,441,672.81 10.76% 237 2,508,895.26 2,408 45,932,777.55 2,598 47,620,208.04 47 821,464.77 1,653 33,071,263.22 992 15,370,409.59

South East England 5,129 20.97% 96,112,189.00 21.36% 563 6,777,424.78 4,566 89,334,764.22 4,988 93,449,730.93 141 2,662,458.07 3,256 66,633,696.89 1,873 29,478,492.11

South West England 2,241 9.16% 39,491,601.86 8.78% 240 2,531,033.10 2,001 36,960,568.76 2,163 37,984,878.30 78 1,506,723.56 1,439 27,733,142.57 802 11,758,459.29

Wales 1,079 4.41% 17,885,737.70 3.97% 147 1,457,940.81 932 16,427,796.89 1,045 17,250,831.23 34 634,906.47 706 12,936,028.10 373 4,949,709.60

West Midlands 2,477 10.13% 45,071,524.21 10.02% 258 2,645,196.65 2,219 42,426,327.56 2,402 43,445,650.81 75 1,625,873.40 1,690 33,214,710.48 787 11,856,813.73

Yorkshire & Humberside 2,267 9.27% 40,233,882.98 8.94% 316 3,282,142.46 1,951 36,951,740.52 2,217 39,273,599.50 50 960,283.48 1,466 27,714,920.50 801 12,518,962.48

Total 24,463 100.00% 450,001,234.61 100.00% 2,687 29,789,596.53 21,776 420,211,638.08 23,811 436,597,125.91 652 13,404,108.70 15,702 314,319,154.56 8,761 135,682,080.05

Total PortfolioType of Contract Type of Obligor Type of Car

Hire Purchase Retail CorporatePCP New car Used car

- 108 -

20. Loan to Value

Loan to ValueNumber of

Loans

Percentage

of Loans

Outstanding

Discounted

Balance

Percentage of

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

Number of

Contracts

Outstanding

Discounted

Balance

<= 50% 918 3.75% 8,248,722.29 1.83% 807 6,082,621.73 111 2,166,100.56 821 7,273,320.07 97 975,402.22 171 2,722,254.89 747 5,526,467.40

50% <= 60% 660 2.70% 11,534,910.66 2.56% 285 3,202,864.31 375 8,332,046.35 605 10,701,921.57 55 832,989.09 293 7,021,584.35 367 4,513,326.31

60% <= 70% 1,552 6.34% 27,086,913.54 6.02% 264 3,360,893.14 1,288 23,726,020.40 1,474 25,683,991.64 78 1,402,921.90 937 18,451,401.23 615 8,635,512.31

70% <= 80% 5,643 23.07% 95,818,462.70 21.29% 349 4,733,156.17 5,294 91,085,306.53 5,512 93,004,433.62 131 2,814,029.08 4,070 72,563,689.83 1,573 23,254,772.87

80% <= 90% 7,677 31.38% 147,867,634.86 32.86% 337 4,811,182.82 7,340 143,056,452.04 7,512 143,537,271.70 165 4,330,363.16 5,703 113,827,086.13 1,974 34,040,548.73

90% <= 100% 8,013 32.76% 159,444,590.56 35.43% 645 7,598,878.36 7,368 151,845,712.20 7,887 156,396,187.31 126 3,048,403.25 4,528 99,733,138.13 3,485 59,711,452.43

> 100% - - - - - - - - - - - - - - - -

Total 24,463 100.00% 450,001,234.61 100.00% 2,687 29,789,596.53 21,776 420,211,638.08 23,811 436,597,125.91 652 13,404,108.70 15,702 314,319,154.56 8,761 135,682,080.05

Total PortfolioType of Contract Type of Obligor Type of Car

Hire Purchase Retail CorporatePCP New car Used car

0.00

20,000,000.00

40,000,000.00

60,000,000.00

80,000,000.00

100,000,000.00

120,000,000.00

140,000,000.00

160,000,000.00

180,000,000.00

<= 50% 50% <= 60% 60% <= 70% 70% <= 80% 80% <= 90% 90% <=

100%

> 100%

Ou

tsta

nd

ing

Dis

cou

nte

dB

alan

ce(£

)

- 109 -

21. Retention § 405 CRR

Type of AssetNumber of

Contracts

Percentage of

Contracts

Outstanding

Nominal Balance

Percentage of

Outstanding

Nominal Balance

Portfolio sold to SPV 24,463 92.97% 429,833,650.26 93.00%

Retention of VWFS UK 1,849 7.03% 32,372,172.52 7.00%

Total 26,312 100.00% 462,205,822.78 100.00%

Retention AmountsOutstanding

Nominal Balance

Percentage of

Outstanding

Nominal Balance

Minimum retention 21,491,682.51 5.00%

Actual retention 32,372,172.52 7.53%

- 110 -

DELINQUENCIES

The following data indicates, for the auto loan portfolio of VWFS and for a given month the outstanding

balance of the receivables which are current, one up to thirty (1-30) days, thirty-one up to sixty (31-60)

days, sixty-one up to ninety (61-90) days or more than ninety (90) days in arrears, expressed as a

percentage of the total outstanding balance of the auto loan portfolio at the beginning of such period.

The report records the oldest unpaid instalment as the starting point for the calculation of days in arrears. A

payment of subsequent instalments does not affect the reference date for this calculation, which was the

case in the old delinquency report.

Arrear status credit portfolio VWFS in per cent. of receivables volume (rounded off to two decimal

places).

- 111 -

Calendar Year/Month

1-30

dpd (%)

31-60

dpd (%)

61-90

dpd (%)

91+

dpd (%)

07.2012 1.13% 0.34% 0.12% 0.21%

08.2012 1.07% 0.35% 0.14% 0.20%

09.2012 1.01% 0.36% 0.14% 0.19%

10.2012 0.99% 0.29% 0.11% 0.17%

11.2012 1.03% 0.30% 0.12% 0.15%

12.2012 0.97% 0.34% 0.14% 0.19%

01.2013 0.99% 0.37% 0.19% 0.20%

02.2013 0.85% 0.38% 0.15% 0.22%

03.2013 4.28% 0.36% 0.15% 0.23%

04.2013 0.96% 0.37% 0.17% 0.21%

05.2013 0.95% 0.31% 0.17% 0.24%

06.2013 0.91% 0.35% 0.16% 0.22%

07.2013 1.35% 0.41% 0.16% 0.22%

08.2013 0.88% 0.46% 0.19% 0.24%

09.2013 0.83% 0.40% 0.17% 0.25%

10.2013 0.89% 0.31% 0.15% 0.23%

11.2013 0.76% 0.32% 0.15% 0.24%

12.2013 0.84% 0.29% 0.14% 0.25%

01.2014 0.75% 0.31% 0.15% 0.26%

02.2014 0.65% 0.28% 0.15% 0.23%

03.2014 0.70% 0.25% 0.12% 0.21%

04.2014 0.78% 0.28% 0.11% 0.22%

05.2014 0.70% 0.23% 0.12% 0.20%

06.2014 0.64% 0.24% 0.12% 0.21%

07.2014 0.70% 0.21% 0.11% 0.20%

08.2014 0.60% 0.26% 0.12% 0.22%

09.2014 0.64% 0.24% 0.12% 0.22%

10.2014 0.69% 0.21% 0.11% 0.22%

11.2014 0.54% 0.24% 0.12% 0.22%

12.2014 0.65% 0.22% 0.12% 0.21%

01.2015 0.59% 0.30% 0.13% 0.21%

02.2015 0.53% 0.28% 0.12% 0.20%

03.2015 0.69% 0.26% 0.12% 0.20%

04.2015 0.43% 0.23% 0.11% 0.20%

05.2015 0.58% 0.21% 0.12% 0.23%

06.2015 0.84% 0.23% 0.11% 0.21%

07.2015 0.76% 0.20% 0.12% 0.21%

08.2015 0.51% 0.27% 0.11% 0.24%

09.2015 0.54% 0.24% 0.11% 0.24%

10.2015 0.55% 0.20% 0.10% 0.26%

11.2015 0.50% 0.22% 0.11% 0.26%

12.2015 0.58% 0.19% 0.10% 0.26%

01.2016 0.52% 0.24% 0.11% 0.25%

02.2016 0.50% 0.24% 0.11% 0.24%

03.2016 0.63% 0.21% 0.09% 0.21%

04.2016 0.50% 0.24% 0.10% 0.19%

05.2016 0.54% 0.18% 0.11% 0.19%

Dynamic Delinquency Rate

- 112 -

06.2016 0.57% 0.22% 0.09% 0.13%

07.2016 0.57% 0.19% 0.09% 0.14%

08.2016 0.61% 0.25% 0.10% 0.15%

09.2016 0.58% 0.27% 0.09% 0.12%

10.2016 0.60% 0.23% 0.09% 0.13%

11.2016 0.55% 0.26% 0.10% 0.13%

12.2016 0.54% 0.22% 0.11% 0.16%

01.2017 0.65% 0.26% 0.11% 0.17%

02.2017 0.57% 0.28% 0.11% 0.15%

03.2017 0.65% 0.25% 0.09% 0.14%

04.2017 0.51% 0.30% 0.11% 0.15%

05.2017 0.67% 0.25% 0.11% 0.18%

06.2017 0.58% 0.27% 0.11% 0.17%

- 113 -

HISTORICAL PERFORMANCE DATA

Historical Performance Data

VWFS has extracted data on the historical performance of the entire managed portfolio for the HP & PCPauto loan portfolio. The tables below show historical data on net losses, for the period from 2002 to 2017from contracts originated since 2002 Q3 and defaulted before 2017 Q2.

Total Portfolio

The net losses data displayed below are in static format and show the cumulative net losses realised afterthe specified number of months since origination, for each portfolio of loans originated in a particularmonth, expressed as a percentage of the original principal balance of that portfolio. Net losses arecalculated by deducting the vehicle sales proceeds as well as any other recoveries from the outstandingbalances of the respective loans up to the final write-off of the loan (net losses are shown in the monthwhere the write-off of the loan contract has been carried out by the Seller). The data includes standard andballoon loans to corporate and private debtors to finance new and used vehicles.

The terms used in the following tables have the following meanings:

New Cars: means cars which are first time sold to Obligors.

Used Cars: means cars which are previously owned by other Obligors.

Vintage Loss Curve: means the Cumulative Net Loss Ratio in relation to the contact age expressed as acurve for the whole portfolio and each sub portfolio.

- 114 -

-0.50%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

00 Mths 03 Mths 06 Mths 09 Mths 12 Mths 15 Mths 18 Mths 21 Mths 24 Mths 27 Mths 30 Mths 33 Mths 36 Mths 39 Mths 42 Mths 45 Mths 48 Mths 51 Mths 54 Mths 57 Mths 60 Mths 63 Mths 66 Mths 69 Mths 72 Mths 75 Mths

2002.Q3 2002.Q4 2003.Q1 2003.Q2 2003.Q3 2003.Q4 2004.Q1 2004.Q2 2004.Q3 2004.Q4 2005.Q1 2005.Q2 2005.Q3 2005.Q4 2006.Q1

2006.Q2 2006.Q3 2006.Q4 2007.Q1 2007.Q2 2007.Q3 2007.Q4 2008.Q1 2008.Q2 2008.Q3 2008.Q4 2009.Q1 2009.Q2 2009.Q3 2009.Q4

2010.Q1 2010.Q2 2010.Q3 2010.Q4 2011.Q1 2011.Q2 2011.Q3 2011.Q4 2012.Q1 2012.Q2 2012.Q3 2012.Q4 2013.Q1 2013.Q2 2013.Q3

2013.Q4 2014.Q1 2014.Q2 2014.Q3 2014.Q4 2015.Q1 2015.Q2 2015.Q3 2015.Q4 2016.Q1 2016.Q2 2016.Q3 2016.Q4 2017.Q1 2017.Q2

1. STATIC NET LOSS DATA – TOTAL PORTFOLIO

- 115 -

VLC Cohort Table Period : June 2017

Cohort Year/Qrt 00 Mths 03 Mths 06 Mths 09 Mths 12 Mths 15 Mths 18 Mths 21 Mths 24 Mths 27 Mths 30 Mths 33 Mths 36 Mths 39 Mths 42 Mths 45 Mths 48 Mths 51 Mths 54 Mths 57 Mths 60 Mths 63 Mths 66 Mths 69 Mths 72 Mths 75 Mths

2002.Q3 0.00% 0.00% 0.01% 0.02% 0.04% 0.06% 0.07% 0.08% 0.28% 0.37% 0.40% 0.47% 0.53% 0.55% 0.64% 0.67% 0.72% 0.74% 0.76% 0.76% 0.77% 0.79% 0.79% 0.80% 0.81% 0.81%

2002.Q4 0.00% 0.00% 0.00% 0.01% 0.04% 0.06% 0.09% 0.25% 0.32% 0.36% 0.41% 0.47% 0.50% 0.62% 0.67% 0.74% 0.75% 0.77% 0.78% 0.78% 0.78% 0.79% 0.79% 0.79% 0.80% 0.81%

2003.Q1 0.00% 0.00% 0.00% 0.01% 0.03% 0.05% 0.14% 0.19% 0.24% 0.30% 0.35% 0.41% 0.53% 0.57% 0.59% 0.64% 0.66% 0.68% 0.68% 0.68% 0.69% 0.69% 0.69% 0.69% 0.70% 0.72%

2003.Q2 0.00% 0.01% 0.01% 0.02% 0.03% 0.04% 0.10% 0.14% 0.16% 0.19% 0.27% 0.43% 0.49% 0.52% 0.55% 0.60% 0.62% 0.63% 0.65% 0.66% 0.67% 0.67% 0.67% 0.67% 0.67% 0.68%

2003.Q3 0.00% 0.00% 0.01% 0.02% 0.03% 0.06% 0.10% 0.15% 0.18% 0.22% 0.36% 0.43% 0.48% 0.54% 0.55% 0.61% 0.64% 0.66% 0.67% 0.68% 0.68% 0.69% 0.69% 0.69% 0.69% 0.70%

2003.Q4 0.00% 0.00% 0.01% 0.01% 0.05% 0.08% 0.12% 0.16% 0.20% 0.31% 0.38% 0.48% 0.55% 0.56% 0.58% 0.63% 0.67% 0.70% 0.71% 0.72% 0.73% 0.73% 0.74% 0.74% 0.74% 0.74%

2004.Q1 0.00% 0.00% 0.00% 0.00% 0.01% 0.05% 0.09% 0.12% 0.24% 0.29% 0.37% 0.46% 0.52% 0.53% 0.56% 0.61% 0.64% 0.66% 0.67% 0.68% 0.69% 0.69% 0.70% 0.70% 0.70% 0.70%

2004.Q2 0.00% 0.00% 0.01% 0.03% 0.04% 0.09% 0.14% 0.20% 0.27% 0.37% 0.43% 0.52% 0.59% 0.60% 0.61% 0.66% 0.69% 0.71% 0.72% 0.74% 0.74% 0.74% 0.75% 0.75% 0.75% 0.76%

2004.Q3 0.00% 0.01% 0.01% 0.02% 0.04% 0.07% 0.17% 0.24% 0.35% 0.42% 0.50% 0.56% 0.61% 0.63% 0.66% 0.78% 0.82% 0.87% 0.87% 0.89% 0.89% 0.89% 0.90% 0.90% 0.90% 0.91%

2004.Q4 0.00% 0.00% 0.01% 0.02% 0.06% 0.17% 0.28% 0.30% 0.38% 0.45% 0.52% 0.59% 0.66% 0.68% 0.74% 0.78% 0.82% 0.86% 0.87% 0.88% 0.88% 0.89% 0.90% 0.90% 0.90% 0.91%

2005.Q1 0.00% 0.00% 0.01% 0.03% 0.06% 0.11% 0.14% 0.18% 0.26% 0.29% 0.34% 0.40% 0.44% 0.46% 0.50% 0.56% 0.59% 0.63% 0.64% 0.66% 0.66% 0.67% 0.68% 0.68% 0.68% 0.69%

2005.Q2 0.00% 0.01% 0.02% 0.05% 0.08% 0.11% 0.17% 0.22% 0.27% 0.31% 0.38% 0.43% 0.47% 0.50% 0.56% 0.67% 0.70% 0.74% 0.75% 0.77% 0.77% 0.77% 0.78% 0.78% 0.78% 0.79%

2005.Q3 0.00% 0.00% 0.00% 0.01% 0.04% 0.09% 0.14% 0.19% 0.26% 0.32% 0.36% 0.42% 0.46% 0.52% 0.67% 0.77% 0.80% 0.85% 0.87% 0.89% 0.89% 0.91% 0.91% 0.91% 0.91% 0.92%

2005.Q4 0.00% 0.00% 0.00% 0.02% 0.04% 0.10% 0.13% 0.22% 0.27% 0.32% 0.37% 0.43% 0.51% 0.72% 0.88% 1.00% 1.05% 1.13% 1.15% 1.16% 1.17% 1.17% 1.18% 1.18% 1.18% 1.18%

2006.Q1 0.00% 0.01% 0.01% 0.02% 0.05% 0.07% 0.14% 0.21% 0.29% 0.34% 0.38% 0.50% 0.65% 0.71% 0.64% 0.72% 0.75% 0.82% 0.88% 0.89% 0.88% 0.88% 0.88% 0.89% 0.89% 0.92%

2006.Q2 0.00% 0.01% 0.01% 0.01% 0.04% 0.06% 0.10% 0.16% 0.19% 0.26% 0.36% 0.55% 0.67% 0.61% 0.58% 0.68% 0.73% 0.94% 0.95% 0.92% 0.92% 0.93% 0.94% 0.96% 0.96% 0.97%

2006.Q3 0.00% 0.01% 0.01% 0.03% 0.05% 0.10% 0.16% 0.21% 0.25% 0.34% 0.54% 0.75% 0.86% 0.79% 0.85% 0.96% 1.13% 1.18% 1.19% 1.21% 1.22% 1.22% 1.22% 1.23% 1.23% 1.23%

2006.Q4 0.00% 0.00% 0.00% 0.03% 0.05% 0.08% 0.11% 0.19% 0.25% 0.39% 0.59% 0.72% 0.81% 0.88% 1.00% 1.30% 1.33% 1.40% 1.42% 1.45% 1.45% 1.45% 1.47% 1.48% 1.49% 1.50%

2007.Q1 0.00% 0.01% 0.02% 0.03% 0.05% 0.08% 0.10% 0.18% 0.26% 0.39% 0.47% 0.55% 0.62% 0.68% 0.75% 0.85% 0.92% 0.97% 0.99% 1.00% 1.01% 1.01% 1.02% 1.03% 1.03% 1.04%

2007.Q2 0.00% -0.01% -0.01% 0.02% 0.06% 0.09% 0.17% 0.29% 0.45% 0.61% 0.69% 0.81% 0.97% 1.07% 1.16% 1.25% 1.31% 1.36% 1.37% 1.38% 1.40% 1.42% 1.42% 1.42% 1.43% 1.44%

2007.Q3 0.00% 0.01% 0.01% 0.02% 0.06% 0.13% 0.21% 0.31% 0.40% 0.46% 0.53% 0.66% 0.78% 0.88% 0.96% 1.09% 1.12% 1.16% 1.19% 1.21% 1.22% 1.23% 1.23% 1.25% 1.26% 1.26%

2007.Q4 0.00% 0.01% 0.02% 0.02% 0.09% 0.15% 0.27% 0.44% 0.53% 0.60% 0.75% 1.07% 1.20% 1.30% 1.36% 1.50% 1.55% 1.62% 1.64% 1.67% 1.68% 1.69% 1.69% 1.69% 1.70% 1.72%

2008.Q1 0.00% 0.01% 0.01% 0.04% 0.07% 0.19% 0.31% 0.41% 0.47% 0.57% 0.66% 0.76% 0.84% 0.88% 0.97% 1.06% 1.10% 1.18% 1.22% 1.24% 1.24% 1.25% 1.25% 1.25% 1.25% 1.26%

2008.Q2 0.00% 0.02% 0.03% 0.06% 0.12% 0.19% 0.29% 0.37% 0.48% 0.82% 0.93% 1.03% 1.14% 1.27% 1.39% 1.57% 1.65% 1.73% 1.77% 1.79% 1.80% 1.80% 1.81% 1.83% 1.83% 1.83%

2008.Q3 0.00% 0.01% 0.02% 0.07% 0.12% 0.20% 0.25% 0.35% 0.85% 0.94% 1.07% 1.16% 1.30% 1.51% 1.67% 1.90% 2.00% 2.09% 2.13% 2.16% 2.16% 2.17% 2.18% 2.19% 2.19% 2.19%

2008.Q4 0.00% 0.00% 0.00% 0.04% 0.07% 0.10% 0.19% 0.30% 0.42% 0.49% 0.50% 0.59% 0.72% 0.84% 0.95% 1.05% 1.11% 1.16% 1.17% 1.20% 1.22% 1.23% 1.23% 1.24% 1.24% 1.24%

2009.Q1 0.00% 0.00% 0.01% 0.02% 0.04% 0.07% 0.14% 0.20% 0.24% 0.25% 0.33% 0.40% 0.47% 0.50% 0.53% 0.60% 0.63% 0.65% 0.67% 0.70% 0.72% 0.72% 0.72% 0.72% 0.72% 0.73%

2009.Q2 0.00% 0.00% 0.00% 0.02% 0.05% 0.13% 0.21% 0.25% 0.28% 0.31% 0.36% 0.47% 0.57% 0.63% 0.70% 0.79% 0.83% 0.85% 0.87% 0.91% 0.93% 0.94% 0.94% 0.94% 0.95% 0.96%

2009.Q3 0.00% 0.01% 0.02% 0.03% 0.04% 0.08% 0.12% 0.16% 0.18% 0.25% 0.33% 0.43% 0.56% 0.65% 0.70% 0.78% 0.81% 0.85% 0.86% 0.89% 0.91% 0.91% 0.91% 0.91% 0.92% 0.93%

2009.Q4 0.00% 0.00% 0.00% 0.01% 0.04% 0.07% 0.10% 0.13% 0.16% 0.25% 0.32% 0.45% 0.60% 0.70% 0.78% 0.86% 0.89% 0.91% 0.92% 0.96% 0.96% 0.97% 0.98% 0.98% 0.98% 0.99%

2010.Q1 0.00% 0.00% 0.01% 0.01% 0.03% 0.06% 0.08% 0.13% 0.17% 0.22% 0.32% 0.43% 0.58% 0.64% 0.71% 0.80% 0.84% 0.87% 0.88% 0.91% 0.93% 0.93% 0.94% 0.95% 0.95% 0.95%

2010.Q2 0.00% 0.01% 0.01% 0.02% 0.04% 0.05% 0.09% 0.13% 0.19% 0.27% 0.34% 0.46% 0.55% 0.66% 0.72% 0.81% 0.83% 0.84% 0.85% 0.91% 0.92% 0.92% 0.93% 0.94% 0.94% 0.94%

2010.Q3 0.00% 0.01% 0.01% 0.02% 0.03% 0.07% 0.12% 0.18% 0.22% 0.27% 0.37% 0.49% 0.64% 0.84% 0.92% 1.01% 1.04% 1.05% 1.07% 1.09% 1.10% 1.10% 1.10% 1.11% 1.11% 1.11%

2010.Q4 0.00% 0.01% 0.01% 0.02% 0.04% 0.08% 0.09% 0.14% 0.19% 0.25% 0.32% 0.45% 0.59% 0.70% 0.75% 0.84% 0.86% 0.89% 0.90% 0.94% 0.94% 0.95% 0.95% 0.95% 0.95% 0.95%

2011.Q1 0.00% 0.00% 0.00% 0.03% 0.04% 0.07% 0.11% 0.14% 0.18% 0.23% 0.32% 0.46% 0.61% 0.66% 0.70% 0.79% 0.83% 0.85% 0.87% 0.89% 0.91% 0.91% 0.93% 0.93% 0.93% 0.93%

2011.Q2 0.00% 0.00% 0.01% 0.02% 0.05% 0.08% 0.12% 0.15% 0.19% 0.26% 0.39% 0.53% 0.63% 0.70% 0.74% 0.85% 0.86% 0.88% 0.90% 0.92% 0.92% 0.92% 0.92% 0.93% 0.93% 0.93%

2011.Q3 0.00% 0.00% 0.01% 0.02% 0.05% 0.08% 0.11% 0.13% 0.18% 0.30% 0.40% 0.49% 0.61% 0.70% 0.76% 0.86% 0.91% 0.94% 0.94% 0.96% 0.97% 0.97% 0.98% 0.98% 0.98%

2011.Q4 0.00% 0.00% 0.01% 0.02% 0.04% 0.06% 0.08% 0.11% 0.16% 0.25% 0.29% 0.40% 0.51% 0.60% 0.65% 0.74% 0.77% 0.80% 0.82% 0.84% 0.84% 0.84% 0.84% 0.84%

2012.Q1 0.00% 0.00% 0.00% 0.02% 0.04% 0.06% 0.09% 0.15% 0.19% 0.23% 0.29% 0.36% 0.46% 0.52% 0.58% 0.63% 0.67% 0.69% 0.69% 0.70% 0.70% 0.70% 0.70%

2012.Q2 0.00% 0.00% 0.01% 0.02% 0.03% 0.07% 0.13% 0.19% 0.23% 0.27% 0.32% 0.43% 0.53% 0.65% 0.72% 0.81% 0.84% 0.88% 0.89% 0.89% 0.90% 0.90%

2012.Q3 0.00% 0.00% 0.01% 0.01% 0.03% 0.07% 0.12% 0.15% 0.19% 0.25% 0.32% 0.42% 0.52% 0.62% 0.70% 0.80% 0.85% 0.87% 0.88% 0.88% 0.88%

2012.Q4 0.00% 0.00% 0.00% 0.02% 0.05% 0.11% 0.16% 0.19% 0.23% 0.29% 0.35% 0.45% 0.54% 0.69% 0.76% 0.83% 0.88% 0.90% 0.90% 0.90%

2013.Q1 0.00% 0.00% 0.00% 0.01% 0.03% 0.07% 0.10% 0.14% 0.19% 0.23% 0.29% 0.36% 0.46% 0.59% 0.70% 0.77% 0.80% 0.83% 0.85%

2013.Q2 0.00% 0.00% 0.00% 0.01% 0.04% 0.08% 0.11% 0.15% 0.19% 0.25% 0.30% 0.38% 0.51% 0.70% 0.82% 0.89% 0.96% 0.99%

2013.Q3 0.00% 0.00% 0.00% 0.01% 0.03% 0.07% 0.10% 0.14% 0.17% 0.22% 0.29% 0.38% 0.56% 0.83% 1.01% 1.15% 1.24%

2013.Q4 0.00% 0.00% 0.00% 0.01% 0.02% 0.04% 0.07% 0.12% 0.16% 0.21% 0.28% 0.42% 0.62% 0.89% 1.14% 1.29%

2014.Q1 0.00% 0.00% 0.00% 0.01% 0.02% 0.04% 0.08% 0.13% 0.16% 0.20% 0.28% 0.39% 0.56% 0.86% 1.16%

2014.Q2 0.00% 0.00% 0.00% 0.01% 0.02% 0.06% 0.10% 0.13% 0.17% 0.24% 0.33% 0.46% 0.69% 1.03%

2014.Q3 0.00% 0.00% 0.00% 0.01% 0.02% 0.06% 0.11% 0.15% 0.21% 0.28% 0.38% 0.54% 0.80%

2014.Q4 0.00% 0.00% 0.00% 0.01% 0.02% 0.05% 0.09% 0.13% 0.19% 0.28% 0.39% 0.52%

2015.Q1 0.00% 0.00% 0.00% 0.01% 0.02% 0.05% 0.12% 0.15% 0.22% 0.29% 0.40%

2015.Q2 0.00% 0.00% 0.00% 0.00% 0.03% 0.06% 0.12% 0.18% 0.24% 0.32%

2015.Q3 0.00% 0.00% 0.00% 0.01% 0.02% 0.05% 0.09% 0.14% 0.21%

2015.Q4 0.00% 0.00% 0.00% 0.02% 0.06% 0.12% 0.17% 0.22%

2016.Q1 0.00% 0.00% 0.00% 0.01% 0.04% 0.08% 0.11%

2016.Q2 0.00% 0.00% 0.00% 0.01% 0.04% 0.08%

2016.Q3 0.00% 0.00% 0.00% 0.01% 0.02%

2016.Q4 0.00% 0.00% 0.00% 0.02%

2017.Q1 0.00% 0.00% 0.00%

2017.Q2 0.00% 0.00%

- 116 -

2. STATIC NET LOSS DATA – HP (NEW CARS)

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

00 Mths 03 Mths 06 Mths 09 Mths 12 Mths 15 Mths 18 Mths 21 Mths 24 Mths 27 Mths 30 Mths 33 Mths 36 Mths 39 Mths 42 Mths 45 Mths 48 Mths 51 Mths 54 Mths 57 Mths 60 Mths 63 Mths 66 Mths 69 Mths 72 Mths 75 Mths

2002.Q3 2002.Q4 2003.Q1 2003.Q2 2003.Q3 2003.Q4 2004.Q1 2004.Q2 2004.Q3 2004.Q4 2005.Q1 2005.Q2 2005.Q3 2005.Q4 2006.Q1

2006.Q2 2006.Q3 2006.Q4 2007.Q1 2007.Q2 2007.Q3 2007.Q4 2008.Q1 2008.Q2 2008.Q3 2008.Q4 2009.Q1 2009.Q2 2009.Q3 2009.Q4

2010.Q1 2010.Q2 2010.Q3 2010.Q4 2011.Q1 2011.Q2 2011.Q3 2011.Q4 2012.Q1 2012.Q2 2012.Q3 2012.Q4 2013.Q1 2013.Q2 2013.Q3

2013.Q4 2014.Q1 2014.Q2 2014.Q3 2014.Q4 2015.Q1 2015.Q2 2015.Q3 2015.Q4 2016.Q1 2016.Q2 2016.Q3 2016.Q4 2017.Q1 2017.Q2

- 117 -

VLC Cohort Table Period : June 2017Cohort Year/Qrt 00 Mths 03 Mths 06 Mths 09 Mths 12 Mths 15 Mths 18 Mths 21 Mths 24 Mths 27 Mths 30 Mths 33 Mths 36 Mths 39 Mths 42 Mths 45 Mths 48 Mths 51 Mths 54 Mths 57 Mths 60 Mths 63 Mths 66 Mths 69 Mths 72 Mths 75 Mths

2002.Q3 0.00% 0.00% 0.00% 0.00% 0.02% 0.03% 0.03% 0.03% 0.24% 0.30% 0.32% 0.37% 0.40% 0.42% 0.53% 0.56% 0.61% 0.63% 0.66% 0.66% 0.67% 0.69% 0.70% 0.70% 0.72% 0.72%

2002.Q4 0.00% 0.00% 0.00% 0.01% 0.02% 0.05% 0.05% 0.15% 0.18% 0.19% 0.23% 0.26% 0.31% 0.43% 0.46% 0.49% 0.50% 0.52% 0.53% 0.53% 0.53% 0.54% 0.55% 0.55% 0.55% 0.57%

2003.Q1 0.00% 0.00% 0.00% 0.00% 0.01% 0.03% 0.07% 0.09% 0.12% 0.18% 0.22% 0.27% 0.35% 0.38% 0.38% 0.40% 0.42% 0.41% 0.41% 0.41% 0.41% 0.41% 0.41% 0.42% 0.43% 0.43%

2003.Q2 0.00% 0.00% 0.01% 0.01% 0.02% 0.01% 0.02% 0.03% 0.05% 0.08% 0.12% 0.22% 0.25% 0.28% 0.31% 0.32% 0.33% 0.33% 0.34% 0.34% 0.35% 0.35% 0.36% 0.36% 0.36% 0.36%

2003.Q3 0.00% 0.01% 0.01% 0.02% 0.03% 0.05% 0.07% 0.09% 0.11% 0.13% 0.19% 0.24% 0.28% 0.33% 0.33% 0.35% 0.37% 0.37% 0.38% 0.38% 0.38% 0.38% 0.39% 0.39% 0.39% 0.39%

2003.Q4 0.00% 0.00% 0.00% 0.01% 0.06% 0.07% 0.12% 0.14% 0.16% 0.26% 0.35% 0.44% 0.47% 0.49% 0.49% 0.51% 0.54% 0.56% 0.56% 0.57% 0.58% 0.58% 0.58% 0.59% 0.59% 0.59%

2004.Q1 0.00% -0.01% -0.02% -0.01% -0.01% 0.03% 0.04% 0.07% 0.15% 0.19% 0.22% 0.27% 0.31% 0.36% 0.36% 0.36% 0.38% 0.39% 0.40% 0.41% 0.41% 0.41% 0.41% 0.42% 0.42% 0.42%

2004.Q2 0.00% 0.00% 0.00% 0.01% -0.01% 0.03% 0.06% 0.08% 0.14% 0.19% 0.22% 0.30% 0.39% 0.41% 0.41% 0.43% 0.43% 0.43% 0.43% 0.44% 0.44% 0.44% 0.44% 0.44% 0.44% 0.46%

2004.Q3 0.00% 0.00% 0.00% -0.01% -0.01% 0.00% 0.07% 0.12% 0.15% 0.20% 0.24% 0.27% 0.30% 0.33% 0.34% 0.41% 0.43% 0.44% 0.44% 0.45% 0.45% 0.45% 0.46% 0.46% 0.46% 0.46%

2004.Q4 0.00% 0.00% 0.00% 0.00% 0.05% 0.17% 0.20% 0.20% 0.23% 0.29% 0.36% 0.45% 0.50% 0.54% 0.57% 0.57% 0.58% 0.59% 0.60% 0.59% 0.60% 0.62% 0.62% 0.63% 0.63% 0.62%

2005.Q1 0.00% 0.00% 0.00% 0.00% 0.04% 0.04% 0.06% 0.07% 0.09% 0.12% 0.14% 0.23% 0.24% 0.26% 0.26% 0.27% 0.29% 0.31% 0.32% 0.33% 0.33% 0.33% 0.34% 0.34% 0.34% 0.34%

2005.Q2 0.00% 0.00% 0.00% 0.02% 0.05% 0.05% 0.07% 0.08% 0.11% 0.10% 0.20% 0.21% 0.25% 0.25% 0.27% 0.28% 0.30% 0.33% 0.34% 0.34% 0.34% 0.34% 0.34% 0.34% 0.34% 0.34%

2005.Q3 0.00% 0.00% 0.00% 0.00% 0.03% 0.06% 0.12% 0.16% 0.18% 0.23% 0.26% 0.28% 0.32% 0.33% 0.40% 0.40% 0.43% 0.44% 0.45% 0.45% 0.47% 0.49% 0.47% 0.48% 0.48% 0.48%

2005.Q4 0.00% 0.00% 0.00% 0.02% 0.04% 0.05% 0.05% 0.08% 0.14% 0.21% 0.25% 0.32% 0.35% 0.38% 0.43% 0.48% 0.55% 0.70% 0.71% 0.72% 0.72% 0.72% 0.73% 0.73% 0.73% 0.73%

2006.Q1 0.00% 0.01% 0.01% 0.01% 0.02% 0.04% 0.13% 0.18% 0.23% 0.30% 0.32% 0.37% 0.47% 0.55% 0.61% 0.63% 0.70% 0.76% 0.90% 0.91% 0.85% 0.85% 0.85% 0.85% 0.85% 0.88%

2006.Q2 0.00% 0.00% 0.00% 0.01% 0.02% 0.02% 0.02% 0.11% 0.16% 0.18% 0.31% 0.44% 0.52% 0.55% 0.57% 0.62% 0.65% 1.27% 1.28% 1.14% 1.14% 1.14% 1.14% 1.16% 1.16% 1.16%

2006.Q3 0.00% 0.00% 0.00% 0.00% 0.01% 0.02% 0.07% 0.11% 0.14% 0.22% 0.33% 0.35% 0.40% 0.47% 0.47% 0.61% 1.12% 1.13% 1.12% 1.14% 1.14% 1.14% 1.15% 1.17% 1.17% 1.17%

2006.Q4 0.00% 0.01% 0.01% 0.00% 0.02% 0.04% 0.06% 0.13% 0.14% 0.15% 0.22% 0.29% 0.42% 0.50% 0.60% 1.35% 1.36% 1.45% 1.47% 1.47% 1.49% 1.49% 1.53% 1.55% 1.55% 1.57%

2007.Q1 0.00% 0.00% 0.00% 0.01% 0.03% 0.04% 0.06% 0.10% 0.13% 0.16% 0.20% 0.21% 0.26% 0.26% 0.41% 0.42% 0.46% 0.47% 0.47% 0.48% 0.49% 0.50% 0.51% 0.52% 0.52% 0.52%

2007.Q2 0.00% 0.00% 0.00% 0.00% 0.08% 0.08% 0.14% 0.22% 0.27% 0.41% 0.44% 0.47% 0.57% 0.60% 0.62% 0.64% 0.66% 0.68% 0.68% 0.67% 0.70% 0.71% 0.71% 0.71% 0.71% 0.71%

2007.Q3 0.00% 0.00% 0.01% 0.01% 0.05% 0.09% 0.08% 0.11% 0.15% 0.23% 0.32% 0.45% 0.55% 0.68% 0.71% 0.76% 0.77% 0.78% 0.78% 0.80% 0.80% 0.80% 0.80% 0.80% 0.80% 0.81%

2007.Q4 0.00% 0.00% 0.00% 0.00% 0.11% 0.14% 0.36% 0.55% 0.68% 0.71% 0.86% 1.96% 2.07% 2.13% 2.15% 2.17% 2.19% 2.25% 2.29% 2.32% 2.33% 2.33% 2.33% 2.33% 2.33% 2.33%

2008.Q1 0.00% 0.00% 0.00% 0.03% 0.05% 0.11% 0.23% 0.26% 0.35% 0.42% 0.45% 0.49% 0.54% 0.57% 0.60% 0.62% 0.64% 0.67% 0.67% 0.67% 0.67% 0.69% 0.70% 0.70% 0.70% 0.70%

2008.Q2 0.00% 0.00% 0.00% 0.00% 0.06% 0.07% 0.11% 0.19% 0.26% 1.48% 1.52% 1.58% 1.63% 1.63% 1.64% 1.64% 1.66% 1.67% 1.69% 1.70% 1.70% 1.70% 1.70% 1.73% 1.73% 1.73%

2008.Q3 0.00% 0.00% 0.00% 0.00% 0.02% 0.06% 0.07% 0.14% 2.61% 2.64% 2.76% 2.78% 2.81% 2.82% 2.89% 2.96% 3.00% 3.01% 3.03% 3.03% 3.03% 3.05% 3.06% 3.06% 3.07% 3.07%

2008.Q4 0.00% 0.00% 0.00% 0.03% 0.05% 0.06% 0.11% 0.18% 0.29% 0.37% 0.41% 0.44% 0.46% 0.47% 0.54% 0.56% 0.57% 0.57% 0.57% 0.57% 0.59% 0.59% 0.59% 0.61% 0.62% 0.62%

2009.Q1 0.00% 0.00% 0.00% 0.01% 0.06% 0.07% 0.10% 0.26% 0.30% 0.34% 0.59% 0.67% 0.77% 0.79% 0.81% 0.82% 0.88% 0.92% 0.94% 0.94% 0.98% 0.98% 0.98% 0.98% 0.98% 0.98%

2009.Q2 0.00% 0.00% 0.00% 0.01% 0.06% 0.20% 0.37% 0.40% 0.43% 0.44% 0.46% 0.52% 0.59% 0.66% 0.70% 0.70% 0.72% 0.72% 0.72% 0.75% 0.76% 0.76% 0.77% 0.78% 0.78% 0.78%

2009.Q3 0.00% 0.00% 0.02% 0.02% 0.02% 0.08% 0.14% 0.19% 0.21% 0.20% 0.23% 0.27% 0.31% 0.36% 0.37% 0.37% 0.37% 0.39% 0.39% 0.43% 0.45% 0.45% 0.46% 0.46% 0.46% 0.50%

2009.Q4 0.00% 0.00% 0.00% 0.00% 0.02% 0.05% 0.05% 0.09% 0.10% 0.13% 0.14% 0.18% 0.27% 0.28% 0.30% 0.32% 0.34% 0.34% 0.34% 0.35% 0.35% 0.36% 0.36% 0.36% 0.36% 0.36%

2010.Q1 0.00% 0.00% 0.00% 0.01% 0.01% 0.03% 0.04% 0.06% 0.08% 0.09% 0.11% 0.14% 0.19% 0.19% 0.21% 0.23% 0.24% 0.23% 0.24% 0.25% 0.27% 0.27% 0.27% 0.27% 0.28% 0.28%

2010.Q2 0.00% 0.01% 0.01% 0.01% 0.02% 0.03% 0.04% 0.06% 0.06% 0.13% 0.19% 0.21% 0.25% 0.31% 0.33% 0.33% 0.34% 0.34% 0.36% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40% 0.40%

2010.Q3 0.00% 0.00% 0.00% 0.03% 0.02% 0.03% 0.03% 0.11% 0.16% 0.16% 0.19% 0.20% 0.22% 0.22% 0.23% 0.24% 0.27% 0.27% 0.28% 0.28% 0.28% 0.28% 0.28% 0.31% 0.31% 0.31%

2010.Q4 0.00% 0.00% 0.02% 0.02% 0.04% 0.04% 0.04% 0.04% 0.05% 0.05% 0.09% 0.11% 0.22% 0.24% 0.24% 0.28% 0.28% 0.29% 0.28% 0.29% 0.29% 0.29% 0.29% 0.30% 0.31% 0.31%

2011.Q1 0.00% 0.00% 0.00% 0.01% 0.02% 0.03% 0.06% 0.07% 0.07% 0.08% 0.10% 0.15% 0.20% 0.23% 0.23% 0.25% 0.28% 0.29% 0.35% 0.36% 0.36% 0.36% 0.36% 0.37% 0.37% 0.37%

2011.Q2 0.00% 0.00% 0.01% 0.01% 0.05% 0.07% 0.09% 0.10% 0.12% 0.14% 0.20% 0.20% 0.24% 0.28% 0.31% 0.31% 0.33% 0.35% 0.35% 0.35% 0.35% 0.35% 0.35% 0.40% 0.40% 0.40%

2011.Q3 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% -0.01% 0.02% 0.11% 0.15% 0.17% 0.22% 0.25% 0.28% 0.31% 0.30% 0.37% 0.39% 0.40% 0.41% 0.41% 0.41% 0.41% 0.41%

2011.Q4 0.00% 0.00% 0.04% 0.04% 0.04% 0.03% 0.04% 0.05% 0.07% 0.07% 0.12% 0.22% 0.32% 0.35% 0.36% 0.45% 0.45% 0.45% 0.45% 0.45% 0.45% 0.45% 0.45% 0.45%

2012.Q1 0.00% 0.00% 0.00% 0.00% -0.02% -0.02% 0.02% 0.02% 0.01% 0.05% 0.14% 0.20% 0.32% 0.34% 0.35% 0.37% 0.39% 0.39% 0.39% 0.41% 0.41% 0.41% 0.41%

2012.Q2 0.00% 0.00% 0.00% 0.00% 0.01% 0.00% 0.13% 0.15% 0.16% 0.19% 0.20% 0.24% 0.26% 0.39% 0.42% 0.43% 0.44% 0.44% 0.45% 0.45% 0.45% 0.45%

2012.Q3 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.02% 0.03% 0.08% 0.15% 0.16% 0.29% 0.37% 0.42% 0.43% 0.45% 0.45% 0.47% 0.47% 0.47% 0.47%

2012.Q4 0.00% 0.00% 0.06% 0.11% 0.19% 0.20% 0.21% 0.23% 0.28% 0.37% 0.40% 0.46% 0.48% 0.49% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50%

2013.Q1 0.00% 0.00% 0.00% 0.04% 0.03% 0.04% 0.05% 0.10% 0.18% 0.18% 0.20% 0.20% 0.23% 0.24% 0.24% 0.25% 0.25% 0.26% 0.26%

2013.Q2 0.00% 0.00% 0.00% 0.00% 0.01% 0.03% 0.07% 0.06% 0.05% 0.09% 0.10% 0.19% 0.22% 0.24% 0.24% 0.25% 0.25% 0.25%

2013.Q3 0.00% 0.00% 0.00% 0.00% 0.00% 0.01% 0.04% 0.04% 0.04% 0.12% 0.14% 0.16% 0.18% 0.19% 0.19% 0.21% 0.21%

2013.Q4 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.09% 0.11% 0.17% 0.23% 0.34% 0.39% 0.39% 0.39% 0.39%

2014.Q1 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.04% 0.06% 0.07% 0.06% 0.07% 0.14% 0.17% 0.20% 0.25%

2014.Q2 0.00% 0.00% 0.00% 0.00% 0.00% 0.14% 0.14% 0.24% 0.30% 0.30% 0.34% 0.37% 0.40% 0.42%

2014.Q3 0.00% 0.00% 0.00% 0.00% 0.01% 0.02% 0.22% 0.32% 0.33% 0.43% 0.43% 0.42% 0.45%

2014.Q4 0.00% 0.00% 0.00% 0.00% 0.06% 0.07% 0.08% 0.08% 0.09% 0.09% 0.09% 0.09%

2015.Q1 0.00% 0.00% 0.02% 0.06% 0.05% 0.05% 0.28% 0.34% 0.35% 0.41% 0.45%

2015.Q2 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.14% 0.19% 0.22% 0.20%

2015.Q3 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% -0.01% -0.01% -0.01%

2015.Q4 0.00% 0.00% 0.00% 0.03% 0.03% 0.03% 0.03% 0.04%

2016.Q1 0.00% 0.00% 0.00% 0.00% -0.03% -0.01% -0.04%

2016.Q2 0.00% 0.00% 0.00% -0.04% -0.02% 0.01%

2016.Q3 0.00% 0.00% 0.00% 0.00% 0.00%

2016.Q4 0.00% 0.00% 0.00% 0.00%

2017.Q1 0.00% 0.00% 0.00%

2017.Q2 0.00% 0.00%

2017.Q3

- 118 -

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

1.40%

1.60%

1.80%

2.00%

00 Mths 03 Mths 06 Mths 09 Mths 12 Mths 15 Mths 18 Mths 21 Mths 24 Mths 27 Mths 30 Mths 33 Mths 36 Mths 39 Mths 42 Mths 45 Mths 48 Mths 51 Mths 54 Mths 57 Mths 60 Mths 63 Mths 66 Mths 69 Mths 72 Mths 75 Mths

2002.Q3 2002.Q4 2003.Q1 2003.Q2 2003.Q3 2003.Q4 2004.Q1 2004.Q2 2004.Q3 2004.Q4 2005.Q1 2005.Q2 2005.Q3 2005.Q4 2006.Q1

2006.Q2 2006.Q3 2006.Q4 2007.Q1 2007.Q2 2007.Q3 2007.Q4 2008.Q1 2008.Q2 2008.Q3 2008.Q4 2009.Q1 2009.Q2 2009.Q3 2009.Q4

2010.Q1 2010.Q2 2010.Q3 2010.Q4 2011.Q1 2011.Q2 2011.Q3 2011.Q4 2012.Q1 2012.Q2 2012.Q3 2012.Q4 2013.Q1 2013.Q2 2013.Q3

2013.Q4 2014.Q1 2014.Q2 2014.Q3 2014.Q4 2015.Q1 2015.Q2 2015.Q3 2015.Q4 2016.Q1 2016.Q2 2016.Q3 2016.Q4 2017.Q1 2017.Q2

3. STATIC NET LOSS DATA – HP (USED CARS)

- 119 -

VLC Cohort Table Period : June 2017Cohort Year/Qrt 00 Mths 03 Mths 06 Mths 09 Mths 12 Mths 15 Mths 18 Mths 21 Mths 24 Mths 27 Mths 30 Mths 33 Mths 36 Mths 39 Mths 42 Mths 45 Mths 48 Mths 51 Mths 54 Mths 57 Mths 60 Mths 63 Mths 66 Mths 69 Mths 72 Mths 75 Mths

2002.Q3 0.00% 0.00% 0.03% 0.07% 0.08% 0.10% 0.12% 0.15% 0.40% 0.52% 0.56% 0.61% 0.71% 0.75% 0.88% 0.89% 0.95% 0.98% 1.02% 1.02% 1.02% 1.06% 1.06% 1.06% 1.06% 1.07%

2002.Q4 0.00% 0.00% 0.00% 0.02% 0.05% 0.08% 0.11% 0.33% 0.43% 0.52% 0.59% 0.65% 0.72% 0.84% 0.93% 1.01% 1.04% 1.05% 1.05% 1.06% 1.06% 1.06% 1.06% 1.06% 1.07% 1.08%

2003.Q1 0.00% 0.00% 0.00% 0.01% 0.03% 0.05% 0.23% 0.31% 0.35% 0.42% 0.45% 0.53% 0.67% 0.77% 0.81% 0.83% 0.85% 0.86% 0.87% 0.88% 0.90% 0.90% 0.90% 0.91% 0.91% 0.92%

2003.Q2 0.00% 0.00% 0.00% 0.02% 0.03% 0.08% 0.20% 0.32% 0.35% 0.38% 0.47% 0.70% 0.78% 0.83% 0.87% 0.91% 0.91% 0.93% 0.99% 1.00% 1.02% 1.02% 1.03% 1.03% 1.03% 1.04%

2003.Q3 0.00% 0.00% 0.02% 0.03% 0.04% 0.09% 0.19% 0.21% 0.25% 0.31% 0.45% 0.58% 0.65% 0.73% 0.77% 0.82% 0.84% 0.86% 0.88% 0.90% 0.91% 0.92% 0.92% 0.92% 0.92% 0.92%

2003.Q4 0.00% 0.00% 0.01% 0.00% 0.07% 0.14% 0.19% 0.25% 0.29% 0.38% 0.46% 0.62% 0.80% 0.88% 0.96% 1.00% 1.06% 1.10% 1.10% 1.11% 1.14% 1.14% 1.15% 1.16% 1.16% 1.16%

2004.Q1 0.00% 0.00% 0.01% 0.02% 0.04% 0.07% 0.10% 0.15% 0.36% 0.46% 0.63% 0.77% 0.91% 0.95% 1.01% 1.06% 1.09% 1.13% 1.14% 1.17% 1.18% 1.20% 1.20% 1.22% 1.22% 1.22%

2004.Q2 0.00% 0.00% 0.00% 0.04% 0.06% 0.13% 0.24% 0.32% 0.40% 0.59% 0.70% 0.83% 0.94% 0.99% 1.02% 1.06% 1.11% 1.13% 1.18% 1.21% 1.22% 1.23% 1.25% 1.25% 1.25% 1.25%

2004.Q3 0.00% 0.00% 0.00% 0.02% 0.05% 0.13% 0.23% 0.32% 0.47% 0.63% 0.77% 0.84% 0.92% 1.00% 1.06% 1.12% 1.14% 1.20% 1.22% 1.25% 1.25% 1.27% 1.27% 1.28% 1.28% 1.29%

2004.Q4 0.00% 0.00% 0.02% 0.06% 0.08% 0.22% 0.43% 0.45% 0.56% 0.64% 0.77% 0.87% 0.96% 1.03% 1.14% 1.18% 1.23% 1.27% 1.28% 1.30% 1.31% 1.31% 1.33% 1.33% 1.33% 1.35%

2005.Q1 0.00% -0.01% 0.01% 0.06% 0.09% 0.18% 0.25% 0.36% 0.49% 0.54% 0.61% 0.68% 0.78% 0.86% 0.92% 0.99% 1.03% 1.07% 1.11% 1.15% 1.16% 1.18% 1.18% 1.19% 1.19% 1.19%

2005.Q2 0.00% 0.00% 0.03% 0.07% 0.11% 0.18% 0.28% 0.36% 0.43% 0.54% 0.57% 0.66% 0.74% 0.76% 0.82% 0.90% 0.95% 0.95% 0.95% 0.99% 1.00% 1.00% 1.02% 1.03% 1.03% 1.05%

2005.Q3 0.00% 0.00% 0.00% 0.02% 0.06% 0.15% 0.19% 0.25% 0.31% 0.37% 0.44% 0.50% 0.55% 0.63% 0.69% 0.74% 0.77% 0.84% 0.88% 0.91% 0.91% 0.92% 0.93% 0.93% 0.94% 0.96%

2005.Q4 0.00% 0.00% 0.00% 0.02% 0.05% 0.20% 0.24% 0.37% 0.43% 0.50% 0.58% 0.66% 0.77% 0.85% 0.88% 0.92% 0.93% 0.95% 0.99% 1.01% 1.04% 1.04% 1.04% 1.05% 1.05% 1.05%

2006.Q1 0.00% -0.01% -0.01% 0.02% 0.07% 0.09% 0.14% 0.22% 0.34% 0.37% 0.40% 0.61% 0.73% 0.83% 0.86% 0.88% 0.89% 0.95% 0.99% 1.02% 1.02% 1.02% 1.02% 1.05% 1.06% 1.10%

2006.Q2 0.00% 0.00% 0.00% 0.01% 0.06% 0.11% 0.20% 0.23% 0.27% 0.39% 0.42% 0.58% 0.69% 0.80% 0.87% 0.94% 1.00% 1.03% 1.04% 1.07% 1.07% 1.07% 1.10% 1.12% 1.12% 1.12%

2006.Q3 0.00% 0.00% 0.00% 0.02% 0.08% 0.21% 0.27% 0.37% 0.44% 0.54% 0.75% 0.98% 1.12% 1.19% 1.27% 1.40% 1.45% 1.49% 1.51% 1.53% 1.53% 1.53% 1.54% 1.56% 1.56% 1.56%

2006.Q4 0.00% -0.01% -0.01% 0.04% 0.07% 0.10% 0.15% 0.29% 0.38% 0.56% 0.74% 0.96% 1.08% 1.16% 1.26% 1.30% 1.33% 1.33% 1.34% 1.39% 1.38% 1.40% 1.41% 1.42% 1.42% 1.44%

2007.Q1 0.00% 0.00% 0.00% 0.03% 0.07% 0.11% 0.15% 0.26% 0.39% 0.53% 0.64% 0.81% 0.93% 1.09% 1.17% 1.23% 1.25% 1.29% 1.32% 1.35% 1.37% 1.39% 1.41% 1.44% 1.44% 1.45%

2007.Q2 0.00% 0.00% 0.00% 0.04% 0.08% 0.15% 0.26% 0.49% 0.77% 0.98% 1.14% 1.31% 1.50% 1.58% 1.64% 1.69% 1.71% 1.75% 1.77% 1.77% 1.81% 1.81% 1.82% 1.83% 1.84% 1.84%

2007.Q3 0.00% 0.00% 0.00% 0.02% 0.05% 0.19% 0.29% 0.43% 0.55% 0.65% 0.73% 0.87% 0.99% 1.09% 1.11% 1.15% 1.18% 1.20% 1.25% 1.31% 1.31% 1.34% 1.36% 1.40% 1.41% 1.41%

2007.Q4 0.00% 0.00% 0.00% 0.02% 0.09% 0.19% 0.29% 0.54% 0.64% 0.72% 0.94% 1.07% 1.29% 1.35% 1.34% 1.46% 1.52% 1.57% 1.59% 1.63% 1.64% 1.65% 1.66% 1.67% 1.68% 1.69%

2008.Q1 0.00% 0.00% 0.00% 0.02% 0.07% 0.20% 0.41% 0.53% 0.64% 0.82% 0.93% 1.12% 1.23% 1.30% 1.35% 1.40% 1.42% 1.53% 1.54% 1.58% 1.59% 1.59% 1.60% 1.61% 1.61% 1.63%

2008.Q2 0.00% 0.00% 0.01% 0.03% 0.10% 0.22% 0.44% 0.58% 0.71% 0.91% 1.03% 1.13% 1.25% 1.37% 1.43% 1.49% 1.54% 1.61% 1.64% 1.69% 1.69% 1.69% 1.71% 1.74% 1.74% 1.74%

2008.Q3 0.00% 0.00% 0.01% 0.06% 0.17% 0.30% 0.36% 0.45% 0.52% 0.60% 0.72% 0.84% 0.95% 1.00% 1.11% 1.24% 1.31% 1.34% 1.37% 1.41% 1.42% 1.44% 1.46% 1.47% 1.49% 1.49%

2008.Q4 0.00% 0.02% 0.02% 0.05% 0.08% 0.13% 0.21% 0.37% 0.51% 0.58% 0.53% 0.67% 0.78% 0.84% 0.91% 0.95% 1.00% 1.03% 1.03% 1.10% 1.12% 1.14% 1.14% 1.16% 1.16% 1.16%

2009.Q1 0.00% 0.00% 0.01% 0.01% 0.01% 0.04% 0.10% 0.20% 0.25% 0.27% 0.29% 0.37% 0.41% 0.49% 0.52% 0.58% 0.58% 0.61% 0.65% 0.66% 0.67% 0.68% 0.69% 0.70% 0.70% 0.70%

2009.Q2 0.00% 0.00% 0.00% 0.03% 0.05% 0.16% 0.25% 0.31% 0.40% 0.46% 0.53% 0.63% 0.75% 0.79% 0.85% 0.90% 0.91% 0.94% 0.95% 0.99% 1.00% 1.02% 1.02% 1.04% 1.04% 1.07%

2009.Q3 0.00% 0.00% 0.01% 0.02% 0.05% 0.08% 0.13% 0.16% 0.18% 0.27% 0.36% 0.53% 0.67% 0.75% 0.80% 0.87% 0.90% 0.94% 0.98% 0.99% 1.00% 1.00% 1.01% 1.01% 1.02% 1.03%

2009.Q4 0.00% -0.01% -0.01% 0.02% 0.08% 0.11% 0.18% 0.22% 0.27% 0.38% 0.48% 0.60% 0.76% 0.82% 0.84% 0.90% 0.93% 0.94% 0.95% 0.95% 0.96% 0.97% 0.99% 1.00% 1.01% 1.01%

2010.Q1 0.00% 0.00% 0.00% 0.01% 0.05% 0.09% 0.17% 0.23% 0.29% 0.33% 0.45% 0.60% 0.73% 0.79% 0.84% 0.91% 0.94% 0.97% 0.99% 1.01% 1.03% 1.04% 1.05% 1.06% 1.06% 1.06%

2010.Q2 0.00% 0.00% 0.00% 0.01% 0.05% 0.08% 0.14% 0.21% 0.30% 0.37% 0.44% 0.60% 0.71% 0.81% 0.85% 0.91% 0.91% 0.92% 0.94% 0.97% 0.99% 1.00% 1.01% 1.03% 1.03% 1.03%

2010.Q3 0.00% 0.00% 0.00% 0.02% 0.03% 0.09% 0.16% 0.25% 0.30% 0.36% 0.42% 0.51% 0.66% 0.77% 0.85% 0.86% 0.87% 0.89% 0.91% 0.92% 0.94% 0.94% 0.94% 0.96% 0.96% 0.96%

2010.Q4 0.00% 0.00% 0.00% 0.01% 0.03% 0.10% 0.11% 0.16% 0.24% 0.30% 0.34% 0.43% 0.53% 0.60% 0.64% 0.66% 0.68% 0.72% 0.74% 0.74% 0.75% 0.75% 0.75% 0.77% 0.77% 0.77%

2011.Q1 0.00% 0.00% 0.00% 0.02% 0.05% 0.07% 0.11% 0.20% 0.29% 0.35% 0.41% 0.57% 0.71% 0.76% 0.85% 0.88% 0.90% 0.91% 0.92% 0.92% 0.93% 0.95% 0.96% 0.97% 0.97% 0.97%

2011.Q2 0.00% 0.00% 0.00% 0.02% 0.05% 0.08% 0.12% 0.17% 0.19% 0.25% 0.36% 0.46% 0.53% 0.59% 0.64% 0.74% 0.75% 0.78% 0.79% 0.80% 0.80% 0.80% 0.81% 0.82% 0.82% 0.82%

2011.Q3 0.00% 0.00% 0.02% 0.03% 0.05% 0.10% 0.13% 0.17% 0.23% 0.33% 0.40% 0.47% 0.56% 0.64% 0.71% 0.74% 0.79% 0.80% 0.80% 0.81% 0.82% 0.83% 0.84% 0.84% 0.84%

2011.Q4 0.00% 0.00% 0.00% 0.02% 0.02% 0.05% 0.08% 0.12% 0.19% 0.28% 0.32% 0.40% 0.50% 0.60% 0.62% 0.67% 0.67% 0.71% 0.74% 0.76% 0.77% 0.77% 0.77% 0.77%

2012.Q1 0.00% 0.00% 0.00% 0.02% 0.02% 0.07% 0.11% 0.15% 0.20% 0.24% 0.35% 0.42% 0.53% 0.56% 0.61% 0.64% 0.68% 0.69% 0.69% 0.71% 0.71% 0.72% 0.73%

2012.Q2 0.00% 0.00% 0.00% 0.01% 0.04% 0.08% 0.18% 0.25% 0.29% 0.36% 0.43% 0.54% 0.63% 0.69% 0.71% 0.74% 0.74% 0.76% 0.78% 0.79% 0.80% 0.80%

2012.Q3 0.00% 0.00% 0.00% 0.02% 0.04% 0.10% 0.15% 0.19% 0.23% 0.30% 0.42% 0.49% 0.59% 0.60% 0.64% 0.66% 0.67% 0.68% 0.70% 0.70% 0.70%

2012.Q4 0.00% 0.00% 0.00% 0.02% 0.04% 0.10% 0.14% 0.21% 0.24% 0.29% 0.30% 0.38% 0.44% 0.48% 0.52% 0.54% 0.61% 0.61% 0.62% 0.62%

2013.Q1 0.00% -0.01% -0.01% 0.00% 0.04% 0.08% 0.11% 0.18% 0.25% 0.31% 0.40% 0.48% 0.54% 0.61% 0.64% 0.68% 0.67% 0.69% 0.70%

2013.Q2 0.00% 0.00% 0.00% 0.01% 0.04% 0.10% 0.15% 0.21% 0.27% 0.36% 0.41% 0.50% 0.57% 0.60% 0.66% 0.68% 0.73% 0.73%

2013.Q3 0.00% 0.00% 0.01% 0.02% 0.05% 0.12% 0.17% 0.21% 0.27% 0.28% 0.35% 0.41% 0.46% 0.52% 0.56% 0.58% 0.59%

2013.Q4 0.00% 0.00% 0.01% 0.02% 0.03% 0.05% 0.10% 0.23% 0.27% 0.34% 0.39% 0.49% 0.58% 0.61% 0.63% 0.64%

2014.Q1 0.00% 0.00% 0.00% 0.00% 0.03% 0.04% 0.07% 0.09% 0.13% 0.17% 0.23% 0.31% 0.41% 0.43% 0.44%

2014.Q2 0.00% 0.00% 0.00% -0.01% 0.00% 0.02% 0.04% 0.07% 0.11% 0.16% 0.22% 0.28% 0.36% 0.40%

2014.Q3 0.00% 0.00% 0.00% 0.00% 0.00% 0.06% 0.17% 0.21% 0.29% 0.38% 0.47% 0.56% 0.63%

2014.Q4 0.00% 0.00% 0.00% 0.01% 0.02% 0.06% 0.07% 0.11% 0.18% 0.27% 0.37% 0.42%

2015.Q1 0.00% 0.00% 0.00% 0.00% 0.02% 0.06% 0.09% 0.13% 0.15% 0.23% 0.28%

2015.Q2 0.00% 0.00% 0.00% 0.02% 0.02% 0.03% 0.13% 0.18% 0.19% 0.24%

2015.Q3 0.00% 0.00% 0.00% 0.00% -0.01% 0.04% 0.09% 0.14% 0.22%

2015.Q4 0.00% 0.00% 0.00% 0.01% 0.06% 0.07% 0.17% 0.22%

2016.Q1 0.00% 0.00% 0.00% 0.00% 0.03% 0.07% 0.09%

2016.Q2 0.00% 0.00% 0.00% 0.01% 0.02% 0.04%

2016.Q3 0.00% 0.00% 0.00% 0.00% 0.02%

2016.Q4 0.00% 0.00% 0.00% 0.00%

2017.Q1 0.00% 0.00% 0.00%

2017.Q2 0.00% 0.00%

- 120 -

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

1.40%

1.60%

1.80%

00 Mths 03 Mths 06 Mths 09 Mths 12 Mths 15 Mths 18 Mths 21 Mths 24 Mths 27 Mths 30 Mths 33 Mths 36 Mths 39 Mths 42 Mths 45 Mths 48 Mths 51 Mths 54 Mths 57 Mths 60 Mths 63 Mths 66 Mths 69 Mths 72 Mths 75 Mths

2002.Q3 2002.Q4 2003.Q1 2003.Q2 2003.Q3 2003.Q4 2004.Q1 2004.Q2 2004.Q3 2004.Q4 2005.Q1 2005.Q2 2005.Q3 2005.Q4 2006.Q1

2006.Q2 2006.Q3 2006.Q4 2007.Q1 2007.Q2 2007.Q3 2007.Q4 2008.Q1 2008.Q2 2008.Q3 2008.Q4 2009.Q1 2009.Q2 2009.Q3 2009.Q4

2010.Q1 2010.Q2 2010.Q3 2010.Q4 2011.Q1 2011.Q2 2011.Q3 2011.Q4 2012.Q1 2012.Q2 2012.Q3 2012.Q4 2013.Q1 2013.Q2 2013.Q3

2013.Q4 2014.Q1 2014.Q2 2014.Q3 2014.Q4 2015.Q1 2015.Q2 2015.Q3 2015.Q4 2016.Q1 2016.Q2 2016.Q3 2016.Q4 2017.Q1 2017.Q2

4. STATIC NET LOSS DATA – PCP (NEW CARS)

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VLC Cohort Table Period : June 2017

Cohort Year/Qrt 00 Mths 03 Mths 06 Mths 09 Mths 12 Mths 15 Mths 18 Mths 21 Mths 24 Mths 27 Mths 30 Mths 33 Mths 36 Mths 39 Mths 42 Mths 45 Mths 48 Mths 51 Mths 54 Mths 57 Mths 60 Mths 63 Mths 66 Mths 69 Mths 72 Mths 75 Mths

2002.Q3 0.00% 0.00% 0.00% 0.00% 0.03% 0.06% 0.06% 0.07% 0.16% 0.18% 0.23% 0.32% 0.37% 0.33% 0.34% 0.38% 0.40% 0.41% 0.41% 0.41% 0.41% 0.41% 0.41% 0.45% 0.45% 0.45%

2002.Q4 0.00% 0.00% 0.00% 0.00% 0.02% 0.05% 0.08% 0.25% 0.28% 0.30% 0.30% 0.35% 0.35% 0.39% 0.43% 0.56% 0.57% 0.60% 0.60% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62% 0.62%

2003.Q1 0.00% 0.00% 0.00% 0.01% 0.01% 0.02% 0.08% 0.17% 0.21% 0.24% 0.31% 0.35% 0.45% 0.38% 0.38% 0.51% 0.52% 0.52% 0.52% 0.52% 0.52% 0.52% 0.53% 0.53% 0.53% 0.53%

2003.Q2 0.00% 0.01% 0.01% 0.03% 0.03% 0.04% 0.08% 0.10% 0.11% 0.12% 0.18% 0.31% 0.38% 0.35% 0.32% 0.44% 0.45% 0.49% 0.49% 0.49% 0.49% 0.49% 0.49% 0.49% 0.49% 0.49%

2003.Q3 0.00% 0.00% 0.00% 0.01% 0.03% 0.06% 0.07% 0.18% 0.23% 0.27% 0.42% 0.46% 0.53% 0.56% 0.53% 0.62% 0.65% 0.68% 0.69% 0.69% 0.69% 0.69% 0.69% 0.69% 0.69% 0.70%

2003.Q4 0.00% 0.00% 0.00% 0.00% 0.01% 0.02% 0.04% 0.07% 0.11% 0.19% 0.21% 0.28% 0.31% 0.24% 0.22% 0.35% 0.37% 0.42% 0.43% 0.44% 0.44% 0.44% 0.44% 0.44% 0.44% 0.44%

2004.Q1 0.00% 0.00% 0.01% 0.01% 0.01% 0.04% 0.06% 0.07% 0.10% 0.11% 0.12% 0.14% 0.15% 0.06% 0.12% 0.28% 0.33% 0.40% 0.40% 0.39% 0.39% 0.39% 0.39% 0.39% 0.39% 0.39%

2004.Q2 0.00% 0.00% 0.03% 0.03% 0.04% 0.05% 0.05% 0.14% 0.21% 0.26% 0.27% 0.35% 0.32% 0.26% 0.26% 0.31% 0.34% 0.43% 0.43% 0.43% 0.43% 0.43% 0.43% 0.43% 0.43% 0.43%

2004.Q3 0.00% 0.03% 0.04% 0.05% 0.08% 0.11% 0.28% 0.37% 0.41% 0.44% 0.49% 0.56% 0.55% 0.46% 0.48% 0.76% 0.87% 0.93% 0.94% 0.94% 0.94% 0.94% 0.94% 0.94% 0.94% 0.94%

2004.Q4 0.00% 0.00% 0.00% 0.00% 0.01% 0.04% 0.12% 0.18% 0.19% 0.18% 0.16% 0.16% 0.23% 0.18% 0.15% 0.23% 0.24% 0.35% 0.37% 0.37% 0.37% 0.37% 0.37% 0.37% 0.37% 0.37%

2005.Q1 0.00% 0.03% 0.03% 0.03% 0.07% 0.10% 0.14% 0.15% 0.25% 0.25% 0.29% 0.26% 0.26% 0.20% 0.27% 0.34% 0.38% 0.42% 0.42% 0.42% 0.42% 0.43% 0.43% 0.43% 0.43% 0.43%

2005.Q2 0.00% 0.05% 0.06% 0.08% 0.08% 0.10% 0.15% 0.26% 0.31% 0.40% 0.46% 0.51% 0.51% 0.59% 0.69% 0.93% 0.95% 1.07% 1.09% 1.09% 1.09% 1.09% 1.09% 1.09% 1.09% 1.09%

2005.Q3 0.00% 0.00% 0.00% 0.02% 0.04% 0.06% 0.14% 0.20% 0.30% 0.37% 0.42% 0.50% 0.54% 0.61% 0.95% 1.20% 1.26% 1.34% 1.37% 1.38% 1.38% 1.40% 1.40% 1.40% 1.40% 1.40%

2005.Q4 0.00% 0.00% 0.00% 0.01% 0.01% 0.02% 0.03% 0.03% 0.07% 0.10% 0.11% 0.14% 0.23% 0.67% 0.92% 1.08% 1.10% 1.17% 1.17% 1.18% 1.19% 1.19% 1.19% 1.19% 1.19% 1.19%

2006.Q1 0.00% 0.02% 0.02% 0.03% 0.03% 0.06% 0.13% 0.19% 0.24% 0.28% 0.35% 0.44% 0.65% 0.62% 0.32% 0.48% 0.49% 0.56% 0.58% 0.58% 0.58% 0.58% 0.58% 0.58% 0.59% 0.59%

2006.Q2 0.00% 0.01% 0.02% 0.02% 0.03% 0.06% 0.10% 0.14% 0.17% 0.21% 0.35% 0.55% 0.68% 0.35% 0.22% 0.40% 0.47% 0.54% 0.54% 0.54% 0.54% 0.54% 0.54% 0.54% 0.54% 0.58%

2006.Q3 0.00% 0.03% 0.03% 0.03% 0.05% 0.07% 0.12% 0.14% 0.17% 0.25% 0.41% 0.67% 0.77% 0.50% 0.60% 0.69% 0.77% 0.85% 0.87% 0.89% 0.90% 0.90% 0.90% 0.90% 0.90% 0.90%

2006.Q4 0.00% 0.00% 0.00% 0.02% 0.04% 0.06% 0.08% 0.13% 0.21% 0.38% 0.63% 0.73% 0.75% 0.82% 0.95% 1.13% 1.18% 1.25% 1.27% 1.31% 1.31% 1.31% 1.31% 1.31% 1.34% 1.34%

2007.Q1 0.00% 0.02% 0.04% 0.04% 0.06% 0.07% 0.09% 0.13% 0.19% 0.30% 0.35% 0.37% 0.39% 0.43% 0.44% 0.61% 0.73% 0.80% 0.81% 0.81% 0.82% 0.82% 0.82% 0.82% 0.82% 0.82%

2007.Q2 0.00% 0.01% 0.01% 0.03% 0.05% 0.10% 0.14% 0.23% 0.31% 0.43% 0.48% 0.59% 0.69% 0.77% 0.89% 1.02% 1.09% 1.13% 1.15% 1.16% 1.16% 1.21% 1.21% 1.21% 1.21% 1.22%

2007.Q3 0.00% 0.02% 0.02% 0.03% 0.06% 0.09% 0.18% 0.23% 0.30% 0.34% 0.41% 0.52% 0.60% 0.68% 0.79% 1.01% 1.05% 1.10% 1.12% 1.13% 1.14% 1.14% 1.14% 1.14% 1.16% 1.16%

2007.Q4 0.00% 0.03% 0.03% 0.03% 0.09% 0.14% 0.24% 0.30% 0.33% 0.38% 0.48% 0.57% 0.67% 0.81% 0.94% 1.17% 1.24% 1.32% 1.34% 1.34% 1.34% 1.34% 1.34% 1.34% 1.34% 1.36%

2008.Q1 0.00% 0.02% 0.02% 0.05% 0.08% 0.22% 0.25% 0.33% 0.33% 0.40% 0.46% 0.51% 0.56% 0.56% 0.64% 0.79% 0.82% 0.85% 0.90% 0.91% 0.92% 0.92% 0.92% 0.92% 0.92% 0.92%

2008.Q2 0.00% 0.03% 0.03% 0.08% 0.12% 0.21% 0.25% 0.28% 0.34% 0.37% 0.48% 0.60% 0.71% 0.86% 1.02% 1.26% 1.37% 1.43% 1.45% 1.46% 1.49% 1.49% 1.51% 1.51% 1.51% 1.51%

2008.Q3 0.00% 0.01% 0.03% 0.06% 0.09% 0.14% 0.18% 0.26% 0.34% 0.44% 0.51% 0.59% 0.74% 0.95% 1.15% 1.36% 1.45% 1.54% 1.58% 1.61% 1.61% 1.62% 1.62% 1.62% 1.62% 1.62%

2008.Q4 0.00% 0.00% 0.00% 0.04% 0.08% 0.10% 0.21% 0.28% 0.33% 0.40% 0.45% 0.52% 0.66% 0.79% 0.83% 0.94% 1.04% 1.08% 1.09% 1.10% 1.14% 1.14% 1.14% 1.14% 1.14% 1.14%

2009.Q1 0.00% 0.00% 0.00% 0.01% 0.02% 0.05% 0.16% 0.17% 0.18% 0.19% 0.25% 0.33% 0.39% 0.39% 0.42% 0.49% 0.52% 0.53% 0.55% 0.58% 0.61% 0.61% 0.61% 0.61% 0.61% 0.61%

2009.Q2 0.00% -0.02% -0.01% 0.00% 0.04% 0.08% 0.10% 0.12% 0.14% 0.16% 0.20% 0.32% 0.42% 0.45% 0.49% 0.60% 0.65% 0.68% 0.69% 0.75% 0.76% 0.77% 0.77% 0.77% 0.77% 0.78%

2009.Q3 0.00% 0.01% 0.02% 0.04% 0.04% 0.06% 0.11% 0.15% 0.16% 0.25% 0.34% 0.40% 0.52% 0.61% 0.67% 0.73% 0.77% 0.81% 0.81% 0.83% 0.85% 0.85% 0.85% 0.85% 0.85% 0.86%

2009.Q4 0.00% -0.01% -0.01% -0.01% 0.00% 0.03% 0.06% 0.07% 0.10% 0.18% 0.24% 0.39% 0.52% 0.67% 0.77% 0.89% 0.92% 0.94% 0.95% 0.99% 1.00% 1.00% 1.00% 1.00% 1.00% 1.01%

2010.Q1 0.00% 0.01% 0.01% 0.01% 0.02% 0.04% 0.05% 0.08% 0.11% 0.18% 0.29% 0.40% 0.57% 0.65% 0.74% 0.87% 0.90% 0.93% 0.93% 0.97% 0.99% 0.99% 1.00% 1.00% 1.00% 1.00%

2010.Q2 0.00% 0.01% 0.01% 0.02% 0.03% 0.04% 0.07% 0.08% 0.11% 0.19% 0.27% 0.39% 0.50% 0.63% 0.70% 0.83% 0.85% 0.86% 0.87% 0.92% 0.93% 0.93% 0.93% 0.94% 0.94% 0.94%

2010.Q3 0.00% 0.01% 0.01% 0.02% 0.03% 0.07% 0.11% 0.14% 0.17% 0.22% 0.36% 0.51% 0.68% 1.03% 1.13% 1.29% 1.33% 1.33% 1.34% 1.38% 1.38% 1.38% 1.38% 1.38% 1.38% 1.38%

2010.Q4 0.00% 0.01% 0.02% 0.02% 0.05% 0.09% 0.10% 0.16% 0.20% 0.28% 0.37% 0.53% 0.69% 0.88% 0.95% 1.06% 1.08% 1.11% 1.13% 1.18% 1.19% 1.19% 1.19% 1.19% 1.19% 1.19%

2011.Q1 0.00% 0.01% 0.01% 0.03% 0.05% 0.08% 0.12% 0.14% 0.15% 0.20% 0.32% 0.45% 0.60% 0.66% 0.71% 0.82% 0.88% 0.89% 0.91% 0.94% 0.95% 0.95% 0.97% 0.97% 0.97% 0.97%

2011.Q2 0.00% 0.00% 0.02% 0.02% 0.04% 0.07% 0.11% 0.13% 0.17% 0.27% 0.42% 0.60% 0.73% 0.82% 0.86% 0.98% 1.00% 1.02% 1.03% 1.05% 1.05% 1.06% 1.06% 1.06% 1.06% 1.06%

2011.Q3 0.00% 0.00% 0.00% 0.02% 0.05% 0.07% 0.08% 0.10% 0.14% 0.27% 0.38% 0.51% 0.64% 0.75% 0.80% 0.94% 1.01% 1.03% 1.03% 1.06% 1.07% 1.07% 1.07% 1.07% 1.07%

2011.Q4 0.00% 0.00% 0.01% 0.01% 0.05% 0.06% 0.07% 0.10% 0.14% 0.25% 0.29% 0.41% 0.52% 0.63% 0.67% 0.79% 0.81% 0.84% 0.85% 0.88% 0.88% 0.88% 0.88% 0.88%

2012.Q1 0.00% 0.00% 0.01% 0.03% 0.04% 0.06% 0.08% 0.13% 0.18% 0.21% 0.25% 0.33% 0.41% 0.49% 0.56% 0.63% 0.66% 0.68% 0.68% 0.68% 0.68% 0.68% 0.68%

2012.Q2 0.00% 0.00% 0.01% 0.03% 0.03% 0.07% 0.12% 0.16% 0.20% 0.24% 0.29% 0.42% 0.54% 0.69% 0.78% 0.91% 0.95% 0.99% 1.00% 1.00% 1.00% 1.00%

2012.Q3 0.00% 0.00% 0.01% 0.01% 0.03% 0.06% 0.11% 0.14% 0.18% 0.24% 0.30% 0.40% 0.51% 0.65% 0.76% 0.89% 0.95% 0.98% 0.99% 0.99% 0.99%

2012.Q4 0.00% 0.00% 0.00% 0.01% 0.04% 0.09% 0.13% 0.16% 0.19% 0.26% 0.34% 0.46% 0.56% 0.78% 0.87% 0.98% 1.02% 1.05% 1.05% 1.05%

2013.Q1 0.00% 0.00% 0.00% 0.01% 0.02% 0.07% 0.10% 0.12% 0.17% 0.21% 0.26% 0.34% 0.46% 0.63% 0.76% 0.85% 0.89% 0.93% 0.94%

2013.Q2 0.00% 0.00% 0.01% 0.02% 0.04% 0.09% 0.11% 0.14% 0.19% 0.23% 0.29% 0.37% 0.53% 0.79% 0.94% 1.03% 1.11% 1.16%

2013.Q3 0.00% 0.00% 0.00% 0.02% 0.03% 0.07% 0.09% 0.12% 0.15% 0.21% 0.29% 0.39% 0.60% 0.94% 1.16% 1.34% 1.46%

2013.Q4 0.00% 0.00% 0.00% 0.01% 0.02% 0.04% 0.06% 0.11% 0.15% 0.19% 0.26% 0.42% 0.66% 1.01% 1.34% 1.54%

2014.Q1 0.00% 0.00% 0.00% 0.00% 0.02% 0.03% 0.08% 0.14% 0.16% 0.21% 0.29% 0.41% 0.59% 0.96% 1.35%

2014.Q2 0.00% 0.00% 0.00% 0.01% 0.03% 0.05% 0.09% 0.11% 0.15% 0.22% 0.33% 0.47% 0.74% 1.17%

2014.Q3 0.00% 0.00% 0.00% 0.01% 0.02% 0.05% 0.10% 0.13% 0.19% 0.26% 0.36% 0.53% 0.85%

2014.Q4 0.00% 0.00% 0.00% 0.01% 0.02% 0.05% 0.08% 0.13% 0.19% 0.29% 0.42% 0.58%

2015.Q1 0.00% 0.00% 0.00% 0.01% 0.02% 0.05% 0.12% 0.15% 0.22% 0.29% 0.41%

2015.Q2 0.00% 0.00% 0.00% 0.00% 0.03% 0.07% 0.13% 0.17% 0.24% 0.33%

2015.Q3 0.00% 0.00% 0.00% 0.00% 0.02% 0.06% 0.10% 0.15% 0.22%

2015.Q4 0.00% 0.00% 0.01% 0.03% 0.08% 0.14% 0.20% 0.26%

2016.Q1 0.00% 0.00% 0.00% 0.01% 0.04% 0.08% 0.11%

2016.Q2 0.00% 0.00% 0.00% 0.01% 0.05% 0.09%

2016.Q3 0.00% 0.00% 0.00% 0.02% 0.03%

2016.Q4 0.00% 0.00% 0.00% 0.02%

2017.Q1 0.00% 0.00% 0.00%

2017.Q2 0.00% 0.00%

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0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

00 Mths 03 Mths 06 Mths 09 Mths 12 Mths 15 Mths 18 Mths 21 Mths 24 Mths 27 Mths 30 Mths 33 Mths 36 Mths 39 Mths 42 Mths 45 Mths 48 Mths 51 Mths 54 Mths 57 Mths 60 Mths 63 Mths 66 Mths 69 Mths 72 Mths 75 Mths

2002.Q3 2002.Q4 2003.Q1 2003.Q2 2003.Q3 2003.Q4 2004.Q1 2004.Q2 2004.Q3 2004.Q4 2005.Q1 2005.Q2 2005.Q3 2005.Q4 2006.Q1

2006.Q2 2006.Q3 2006.Q4 2007.Q1 2007.Q2 2007.Q3 2007.Q4 2008.Q1 2008.Q2 2008.Q3 2008.Q4 2009.Q1 2009.Q2 2009.Q3 2009.Q4

2010.Q1 2010.Q2 2010.Q3 2010.Q4 2011.Q1 2011.Q2 2011.Q3 2011.Q4 2012.Q1 2012.Q2 2012.Q3 2012.Q4 2013.Q1 2013.Q2 2013.Q3

2013.Q4 2014.Q1 2014.Q2 2014.Q3 2014.Q4 2015.Q1 2015.Q2 2015.Q3 2015.Q4 2016.Q1 2016.Q2 2016.Q3 2016.Q4 2017.Q1 2017.Q2

5. STATIC NET LOSS DATA – PCP (USED CARS)

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- 124 -

VLC Cohort Table Period : June 2017Cohort Year/Qrt 00 Mths 03 Mths 06 Mths 09 Mths 12 Mths 15 Mths 18 Mths 21 Mths 24 Mths 27 Mths 30 Mths 33 Mths 36 Mths 39 Mths 42 Mths 45 Mths 48 Mths 51 Mths 54 Mths 57 Mths 60 Mths 63 Mths 66 Mths 69 Mths 72 Mths 75 Mths

2002.Q3 0.00% 0.00% 0.00% 0.02% 0.05% 0.04% 0.07% 0.06% 0.35% 0.58% 0.67% 0.84% 0.94% 1.05% 1.13% 1.19% 1.19% 1.22% 1.22% 1.22% 1.22% 1.22% 1.22% 1.22% 1.22% 1.22%

2002.Q4 0.00% 0.02% 0.02% 0.05% 0.09% 0.12% 0.19% 0.49% 0.71% 0.77% 0.99% 1.11% 1.11% 1.35% 1.39% 1.43% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.46% 1.49% 1.49%

2003.Q1 0.00% 0.03% 0.03% 0.09% 0.11% 0.20% 0.26% 0.31% 0.51% 0.58% 0.70% 0.87% 1.14% 1.26% 1.32% 1.48% 1.50% 1.72% 1.72% 1.72% 1.72% 1.72% 1.72% 1.72% 1.72% 1.92%

2003.Q2 0.00% 0.04% 0.03% 0.05% 0.06% 0.09% 0.21% 0.21% 0.22% 0.30% 0.59% 0.93% 1.04% 1.17% 1.38% 1.49% 1.56% 1.61% 1.62% 1.62% 1.62% 1.62% 1.62% 1.62% 1.62% 1.65%

2003.Q3 0.00% -0.01% -0.01% -0.01% -0.01% -0.01% 0.01% 0.25% 0.31% 0.36% 0.90% 0.95% 1.00% 1.05% 1.12% 1.33% 1.58% 1.68% 1.68% 1.68% 1.68% 1.68% 1.68% 1.68% 1.68% 1.78%

2003.Q4 0.00% 0.00% 0.04% 0.08% 0.11% 0.14% 0.16% 0.22% 0.41% 0.78% 0.91% 0.94% 0.94% 0.93% 0.88% 1.04% 1.05% 1.16% 1.16% 1.16% 1.16% 1.16% 1.16% 1.16% 1.16% 1.16%

2004.Q1 0.00% 0.00% 0.00% 0.02% 0.08% 0.15% 0.38% 0.44% 0.61% 0.71% 0.86% 1.12% 1.19% 1.03% 1.08% 1.16% 1.18% 1.18% 1.18% 1.18% 1.18% 1.18% 1.18% 1.18% 1.18% 1.18%

2004.Q2 0.00% 0.01% 0.08% 0.12% 0.18% 0.35% 0.40% 0.50% 0.51% 0.64% 0.68% 0.72% 0.77% 0.73% 0.68% 0.91% 0.96% 0.96% 0.96% 0.96% 0.96% 0.96% 0.96% 0.96% 0.96% 0.96%

2004.Q3 0.00% 0.00% 0.05% 0.05% 0.05% 0.06% 0.11% 0.18% 0.52% 0.40% 0.51% 0.59% 0.75% 0.78% 0.77% 1.06% 1.09% 1.16% 1.16% 1.16% 1.16% 1.16% 1.16% 1.16% 1.16% 1.16%

2004.Q4 0.00% 0.02% 0.02% 0.02% 0.08% 0.20% 0.26% 0.35% 0.61% 0.80% 0.93% 0.96% 0.96% 0.93% 0.97% 1.13% 1.29% 1.33% 1.33% 1.33% 1.33% 1.33% 1.33% 1.33% 1.33% 1.33%

2005.Q1 0.00% 0.04% 0.06% 0.07% 0.11% 0.21% 0.24% 0.26% 0.43% 0.43% 0.58% 0.72% 0.72% 0.77% 0.86% 1.04% 1.19% 1.24% 1.24% 1.28% 1.28% 1.28% 1.29% 1.29% 1.29% 1.38%

2005.Q2 0.00% 0.00% 0.01% 0.06% 0.09% 0.20% 0.32% 0.38% 0.47% 0.46% 0.51% 0.58% 0.63% 0.70% 0.92% 1.41% 1.50% 1.52% 1.52% 1.60% 1.64% 1.64% 1.64% 1.65% 1.65% 1.65%

2005.Q3 0.00% 0.00% 0.01% 0.01% 0.04% 0.05% 0.07% 0.12% 0.22% 0.32% 0.35% 0.42% 0.47% 0.55% 0.76% 0.97% 0.95% 0.99% 1.00% 1.01% 1.01% 1.01% 1.01% 1.01% 1.01% 1.01%

2005.Q4 0.00% 0.00% 0.02% 0.02% 0.06% 0.15% 0.31% 0.67% 0.68% 0.70% 0.85% 0.91% 1.00% 1.44% 2.13% 2.57% 2.71% 2.84% 2.84% 2.84% 2.84% 2.84% 2.89% 2.89% 2.89% 2.89%

2006.Q1 0.00% 0.06% 0.06% 0.06% 0.14% 0.15% 0.20% 0.32% 0.45% 0.51% 0.58% 0.67% 0.91% 1.11% 1.05% 1.19% 1.24% 1.30% 1.31% 1.36% 1.39% 1.39% 1.39% 1.39% 1.39% 1.45%

2006.Q2 0.00% 0.02% 0.02% 0.02% 0.03% 0.05% 0.07% 0.09% 0.13% 0.20% 0.37% 0.67% 0.96% 0.93% 0.75% 0.84% 0.84% 0.94% 0.99% 1.01% 1.01% 1.07% 1.07% 1.10% 1.10% 1.10%

2006.Q3 0.00% 0.04% 0.04% 0.06% 0.09% 0.15% 0.19% 0.26% 0.31% 0.42% 0.90% 1.38% 1.53% 1.44% 1.48% 1.50% 1.52% 1.62% 1.64% 1.64% 1.64% 1.64% 1.64% 1.64% 1.64% 1.64%

2006.Q4 0.00% 0.02% 0.02% 0.07% 0.16% 0.20% 0.21% 0.23% 0.28% 0.51% 0.97% 1.18% 1.21% 1.25% 1.51% 1.63% 1.65% 1.88% 1.92% 1.92% 1.91% 1.92% 1.92% 1.96% 1.96% 1.96%

2007.Q1 0.00% 0.00% 0.00% 0.02% 0.03% 0.12% 0.14% 0.34% 0.49% 0.90% 1.14% 1.32% 1.50% 1.50% 1.62% 1.81% 1.91% 1.98% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.01% 2.05%

2007.Q2 0.00% -0.10% -0.10% -0.07% -0.04% -0.03% 0.08% 0.16% 0.45% 0.64% 0.77% 0.94% 1.41% 1.67% 1.91% 2.12% 2.33% 2.53% 2.53% 2.53% 2.53% 2.53% 2.53% 2.53% 2.53% 2.64%

2007.Q3 0.00% 0.05% 0.05% 0.07% 0.12% 0.25% 0.35% 0.68% 0.83% 0.87% 0.89% 1.03% 1.40% 1.55% 1.75% 1.85% 1.86% 1.97% 2.02% 2.04% 2.08% 2.08% 2.08% 2.08% 2.08% 2.08%

2007.Q4 0.00% 0.01% 0.04% 0.06% 0.07% 0.07% 0.18% 0.39% 0.60% 0.76% 0.90% 1.14% 1.24% 1.36% 1.43% 1.56% 1.58% 1.66% 1.69% 1.76% 1.79% 1.79% 1.79% 1.79% 1.86% 1.95%

2008.Q1 0.00% 0.03% 0.08% 0.11% 0.14% 0.26% 0.44% 0.71% 0.85% 0.95% 1.20% 1.35% 1.55% 1.65% 2.00% 2.21% 2.37% 2.67% 2.83% 2.84% 2.84% 2.84% 2.84% 2.84% 2.84% 2.84%

2008.Q2 0.00% 0.07% 0.09% 0.12% 0.21% 0.25% 0.36% 0.53% 0.77% 0.86% 1.01% 1.15% 1.32% 1.59% 1.91% 2.42% 2.56% 2.84% 2.93% 2.98% 2.98% 2.98% 2.98% 2.98% 3.01% 3.04%

2008.Q3 0.00% 0.04% 0.04% 0.14% 0.23% 0.36% 0.43% 0.61% 0.85% 1.04% 1.29% 1.40% 1.71% 2.31% 2.56% 3.07% 3.33% 3.53% 3.59% 3.65% 3.66% 3.66% 3.69% 3.69% 3.69% 3.69%

2008.Q4 0.00% 0.00% 0.00% 0.04% 0.04% 0.08% 0.16% 0.35% 0.54% 0.63% 0.63% 0.70% 0.92% 1.19% 1.51% 1.75% 1.82% 1.92% 1.93% 2.00% 2.00% 2.00% 2.00% 2.00% 2.00% 2.00%

2009.Q1 0.00% 0.02% 0.02% 0.08% 0.08% 0.16% 0.16% 0.23% 0.33% 0.32% 0.42% 0.47% 0.58% 0.63% 0.65% 0.76% 0.82% 0.85% 0.86% 0.88% 0.89% 0.89% 0.89% 0.89% 0.89% 0.89%

2009.Q2 0.00% 0.03% 0.04% 0.05% 0.07% 0.14% 0.30% 0.34% 0.35% 0.36% 0.41% 0.56% 0.63% 0.77% 0.95% 1.12% 1.17% 1.19% 1.25% 1.27% 1.29% 1.29% 1.29% 1.29% 1.29% 1.29%

2009.Q3 0.00% 0.01% 0.01% 0.02% 0.02% 0.13% 0.15% 0.17% 0.20% 0.28% 0.37% 0.53% 0.71% 0.84% 0.96% 1.17% 1.18% 1.23% 1.23% 1.35% 1.35% 1.35% 1.35% 1.35% 1.35% 1.38%

2009.Q4 0.00% 0.03% 0.02% 0.03% 0.06% 0.11% 0.11% 0.18% 0.22% 0.32% 0.40% 0.65% 0.87% 1.05% 1.23% 1.32% 1.39% 1.43% 1.48% 1.58% 1.58% 1.60% 1.60% 1.60% 1.60% 1.60%

2010.Q1 0.00% 0.00% 0.01% 0.02% 0.04% 0.07% 0.08% 0.16% 0.23% 0.30% 0.41% 0.53% 0.82% 0.86% 0.93% 1.04% 1.12% 1.22% 1.25% 1.29% 1.31% 1.31% 1.31% 1.34% 1.34% 1.34%

2010.Q2 0.00% 0.01% 0.01% 0.03% 0.06% 0.06% 0.09% 0.20% 0.35% 0.42% 0.50% 0.60% 0.65% 0.76% 0.85% 0.99% 1.01% 1.03% 1.03% 1.19% 1.20% 1.20% 1.23% 1.23% 1.23% 1.23%

2010.Q3 0.00% 0.00% 0.01% 0.03% 0.02% 0.04% 0.13% 0.19% 0.24% 0.33% 0.43% 0.56% 0.74% 0.84% 0.90% 0.99% 1.02% 1.08% 1.09% 1.14% 1.14% 1.14% 1.14% 1.14% 1.14% 1.14%

2010.Q4 0.00% 0.00% 0.00% 0.00% 0.05% 0.06% 0.09% 0.15% 0.18% 0.23% 0.31% 0.48% 0.61% 0.68% 0.71% 0.83% 0.90% 0.92% 0.92% 0.95% 0.97% 0.98% 0.99% 0.99% 0.99% 0.99%

2011.Q1 0.00% 0.00% 0.00% 0.01% 0.03% 0.07% 0.09% 0.12% 0.17% 0.20% 0.30% 0.51% 0.73% 0.71% 0.74% 0.84% 0.88% 0.96% 0.98% 1.02% 1.06% 1.06% 1.06% 1.06% 1.06% 1.06%

2011.Q2 0.00% 0.00% 0.02% 0.02% 0.10% 0.17% 0.20% 0.25% 0.28% 0.34% 0.46% 0.57% 0.62% 0.68% 0.71% 0.83% 0.85% 0.88% 0.93% 0.96% 0.96% 0.96% 0.96% 0.96% 0.96% 0.96%

2011.Q3 0.00% 0.00% 0.00% 0.03% 0.06% 0.17% 0.23% 0.31% 0.34% 0.48% 0.61% 0.68% 0.79% 0.87% 0.95% 1.10% 1.11% 1.15% 1.15% 1.17% 1.18% 1.18% 1.18% 1.18% 1.18%

2011.Q4 0.00% 0.00% 0.03% 0.06% 0.07% 0.09% 0.11% 0.18% 0.23% 0.28% 0.33% 0.50% 0.56% 0.61% 0.74% 0.84% 0.95% 1.00% 1.01% 1.02% 1.02% 1.02% 1.02% 1.02%

2012.Q1 0.00% 0.01% 0.01% 0.04% 0.06% 0.09% 0.17% 0.29% 0.31% 0.45% 0.48% 0.53% 0.69% 0.70% 0.75% 0.79% 0.87% 0.90% 0.90% 0.90% 0.90% 0.90% 0.90%

2012.Q2 0.00% 0.00% 0.00% 0.01% 0.02% 0.06% 0.16% 0.25% 0.28% 0.31% 0.36% 0.41% 0.46% 0.54% 0.55% 0.61% 0.65% 0.72% 0.74% 0.74% 0.74% 0.74%

2012.Q3 0.00% 0.00% 0.01% 0.02% 0.04% 0.16% 0.20% 0.22% 0.25% 0.30% 0.34% 0.48% 0.56% 0.59% 0.61% 0.66% 0.70% 0.71% 0.72% 0.73% 0.73%

2012.Q4 0.00% 0.00% 0.00% 0.01% 0.03% 0.19% 0.26% 0.27% 0.33% 0.39% 0.44% 0.50% 0.57% 0.64% 0.69% 0.71% 0.77% 0.77% 0.79% 0.79%

2013.Q1 0.00% 0.00% 0.00% 0.01% 0.02% 0.06% 0.13% 0.18% 0.26% 0.30% 0.35% 0.38% 0.45% 0.52% 0.62% 0.67% 0.68% 0.72% 0.73%

2013.Q2 0.00% 0.00% 0.00% 0.01% 0.02% 0.06% 0.10% 0.14% 0.19% 0.25% 0.28% 0.38% 0.45% 0.53% 0.60% 0.66% 0.68% 0.71%

2013.Q3 0.00% 0.00% 0.00% 0.00% 0.02% 0.04% 0.12% 0.17% 0.19% 0.22% 0.29% 0.39% 0.55% 0.71% 0.87% 0.98% 1.04%

2013.Q4 0.00% 0.00% 0.00% 0.01% 0.02% 0.04% 0.05% 0.09% 0.12% 0.18% 0.25% 0.34% 0.52% 0.71% 0.90% 1.00%

2014.Q1 0.00% 0.00% 0.00% 0.02% 0.02% 0.07% 0.07% 0.12% 0.15% 0.21% 0.28% 0.42% 0.57% 0.80% 0.94%

2014.Q2 0.00% 0.00% 0.00% 0.03% 0.04% 0.14% 0.17% 0.22% 0.29% 0.35% 0.42% 0.55% 0.75% 0.98%

2014.Q3 0.00% 0.00% 0.00% 0.01% 0.01% 0.07% 0.11% 0.16% 0.21% 0.31% 0.41% 0.54% 0.70%

2014.Q4 0.00% 0.00% 0.00% 0.00% 0.02% 0.06% 0.10% 0.16% 0.20% 0.26% 0.36% 0.45%

2015.Q1 0.00% 0.00% 0.00% 0.01% 0.02% 0.07% 0.11% 0.14% 0.21% 0.29% 0.37%

2015.Q2 0.00% 0.00% 0.00% 0.00% 0.03% 0.08% 0.12% 0.21% 0.27% 0.30%

2015.Q3 0.00% 0.00% 0.00% 0.02% 0.02% 0.04% 0.09% 0.11% 0.19%

2015.Q4 0.00% 0.00% 0.00% 0.00% 0.02% 0.06% 0.09% 0.12%

2016.Q1 0.00% 0.00% 0.01% 0.01% 0.05% 0.09% 0.11%

2016.Q2 0.00% 0.00% 0.01% 0.02% 0.02% 0.08%

2016.Q3 0.00% 0.00% 0.00% 0.00% 0.02%

2016.Q4 0.00% 0.00% 0.00% 0.02%

2017.Q1 0.00% 0.00% 0.00%

2017.Q2 0.00% 0.00%

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SCHEDULED AMORTISATION OF THE PURCHASED RECEIVABLES

Weighted Average Life of the Notes

Weighted average life of the Notes refers to the average amount of time that will elapse (on a 30/360 basis)from the date of issuance of the Notes to the date of distribution of amounts to the Noteholders distributedin reduction of principal of such Notes (assuming no losses). The weighted average life of the Notes will beinfluenced by, amongst other things, the rate at which the Purchased Receivables are paid, which may be inthe form of scheduled amortisation, prepayments or liquidations.

Purchased Receivables

The following table is prepared on the basis of certain assumptions, as described below, regarding theweighted average characteristics of the Purchased Receivables and the performance thereof.

The table assumes, among other things, that the Issuer holds a pool of purchased receivables with thefollowing characteristics:

(a) the portfolio is subject to a constant annual rate of prepayment as set out under "CPR";

(b) no Purchased Receivables are repurchased by the Seller;

(c) the Notes are purchased on the assumed Issue Date of 25 September 2017;

(d) the Payment Date is assumed to be the 25th of each month;

(e) the Clean-Up Call Option is exercised;

(f) the Purchased Receivables are fully performing (no losses or delinquencies occur);

(g) the original outstanding balance of each Class of Notes is equal to the nominal amountset forth on the front cover of this Offering Circular;

(h) a Discount Rate of 4.2390 per cent. and the Monthly Payments are discounted back tothe assumed Cut-off Date;

(i) the run-off profile of the Additional Receivables is assumed to follow the same run-offprofile as the Initial Receivables;

(j) the third party expenses and Servicer Fee together are 1.03 per cent. per annum;

(k) no Early Amortisation Event has occurred; and

(l) the Notes amortise at the end of the Revolving Period.

The approximate average life of the Notes, at various assumed rates of prepayment of the PurchasedReceivables, would be as follows whereby "CPR" means constant prepayment rate:

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Class A Notes Class B Notes

CPRWeighted

Average Life

First PrincipalPayment in

month

ExpectedMaturity

WeightedAverage Life

First PrincipalPayment in

month

ExpectedMaturity

0.00% 2.59 April 2018 July 2021 2.81 February 2019 July 2021

10.00% 2.33 April 2018 July 2021 2.51 November 2018 July 2021

20.00% 2.08 April 2018 June 2021 2.24 September 2018 June 2021

30.00% 1.86 April 2018 April 2021 1.98 July 2018 April 2021

40.00% 1.65 April 2018December

20201.75 June 2018

December2020

The exact average life of the Class A Notes and of the Class B Notes cannot be predicted as the actual rate at which the Purchased Receivables will be repaid and a number ofother relevant factors are unknown.

The average life of the Class A Notes and of the Class B Notes are subject to factors largely outside the control of the Issuer and consequently no assurance can be given that theassumptions and the estimates above will prove in any way to be realistic and they must therefore be viewed with considerable caution.

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Assumed Amortisation of the Notes

Please find tables showing the amortisation of the Notes below. This amortisation scenario is based on theassumptions listed above under "Purchased Receivables" above and on a CPR of 20 per cent.

Period

Payment

Date

Class A Note

Principal Amount

Outstanding

Class B Note

Principal Amount

Outstanding

1 Oct-17 340,200,000 29,200,000

2 Nov-17 340,200,000 29,200,000

3 Dec-17 340,200,000 29,200,000

4 Jan-18 340,200,000 29,200,000

5 Feb-18 340,200,000 29,200,000

6 Mar-18 340,200,000 29,200,000

7 Apr-18 325,174,627 29,200,000

8 May-18 310,580,285 29,200,000

9 June-18 296,394,231 29,200,000

10 July-18 282,400,330 29,200,000

11 Aug-18 268,979,427 29,200,000

12 Sept-18 259,164,769 25,811,943

13 Oct-18 250,234,950 23,236,103

14 Nov-18 241,341,915 22,410,321

15 Dec-18 232,755,722 21,613,031

16 Jan-19 224,414,251 20,838,466

17 Feb-19 216,365,962 20,091,125

18 Mar-19 208,562,299 19,366,499

19 Apr-19 200,774,143 18,643,313

20 May-19 192,932,049 17,915,119

21 June-19 185,301,304 17,206,550

22 July-19 177,778,523 16,508,006

23 Aug-19 170,833,710 15,863,130

24 Sept-19 164,262,431 15,252,940

25 Oct-19 157,537,595 14,628,491

26 Nov-19 150,698,333 13,993,417

27 Dec-19 144,327,114 13,401,803

28 Jan-20 138,058,323 12,819,701

29 Feb-20 132,020,218 12,259,020

30 Mar-20 125,806,902 11,682,070

31 Apr-20 118,617,095 11,014,445

32 May-20 111,216,288 10,327,227

33 June-20 103,785,696 9,637,243

34 July-20 96,061,009 8,919,951

35 Aug-20 89,883,203 8,346,297

36 Sept-20 85,022,702 7,894,965

37 Oct-20 79,490,434 7,381,255

38 Nov-20 72,607,427 6,742,118

39 Dec-20 66,895,734 6,211,747

40 Jan-21 60,761,361 5,642,126

41 Feb-21 56,090,093 5,208,366

42 Mar-21 51,175,372 4,751,999

43 Apr-21 45,090,536 4,186,978

44 May-21 35,321,010 3,279,808

45 June-21 0 0

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The amortisation of the purchased receivables is subject to factors largely outside the control of the Issueracting for and on behalf of its Compartment Driver UK six and consequently no assurance can be giventhat the assumptions and the estimates above will prove in any way to be realistic and they must thereforebe viewed with considerable caution.

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THE SELLER AND SERVICER

BUSINESS AND ORGANISATION OF VOLKSWAGEN FINANCIAL SERVICES (UK) LIMITED

Auto Finance Business in the United Kingdom

The new car market defied expectations in 2016, hitting an all time record driven by strong consumer andbusiness confidence. A competitive range of affordable finance is a crucial factor in driving demand asconsumers take advantage of low interest rates to secure some of the most innovative and high techvehicles ever produced. UK new car registrations increased 2.3% in 2016 (2015: 6.3%) to 2,692,786 units(2015: 2,633,503 units), sealing five years of consecutive growth. The overall rise in the market exceededforecast, petrol and alternatively fuelled vehicles continued to make modest gains in market share being1.5% up on 2015, while diesel continued to decline slightly.

Volkswagen Group UK Limited has continued its strong performance in the UK passenger car market withnew car registrations increasing to 527,305 units (2015: 526,385 units) with overall market share ofpassenger cars and light commercial vehicles at 18.7% (2015: 19.0%).

Despite increasing competition in the market, the Company continued to perform strongly in terms of newbusiness written, with 383,317 (2015: 327,664) vehicles being financed with the total value funded duringthe year of £7,330m (2015: £6,181m).

Penetration rate, a measure of the number of new cars funded by the Company as a percentage of total VWGroup registrations, increased to 55.7% (2015: 47.2%) showing strong commitment to our products.

The origination of auto finance tends to be closely linked to the sale of new vehicles. The motor financemarket in the UK is highly competitive and no single player dominates. Consumers are able to arrange theirfinance through a diverse number of companies; ranging from the high-street banks and building societies,to independent finance companies and car companies' affiliated finance arms. Many of the high streetsupermarkets, including Tesco and Sainsbury's, also offer personal loans.

About 70 per cent. of all cars (new and used) in Western markets are financed. Following the acquisition ofdomestic property, the acquisition of a car is the second biggest investment, undertaken up to 10 times inthe average customer's lifetime.

Competition in the auto finance business in the UK has historically been fierce, with traditional bankshaving to compete with new entrants such as independent leasing companies and specialised car financeinstitutions.

Incorporation, Registered Office and Purpose

VWFS is a wholly owned subsidiary of Volkswagen Bank GmbH which has its headquarters inBraunschweig, Germany. VWFS was incorporated on 11 November 1993 and commenced trading on 1April 1994. It is currently the second largest (in terms of retail financing) finance subsidiary within the VWGroup after the German parent company operation.

Prior to 1994, financial services within the UK were operated under a joint venture agreement, betweenV.A.G (UK) Limited and Lloyds-Bowmaker (now LUDT) and marketed under the trading name of V.A.GFinance. In 1994 VWFS began to trade within the UK. Core finance case administrative functions weresub-contracted to Lloyds-Bowmaker.

In June 1999, following the development of core operating systems, staffing and processes, VWFS beganthe origination of finance contracts in order to create its own business portfolio. Existing contractscontinued to be administered by Lloyds-Bowmaker.

VWFS provides financial services to support all of the automotive brands within the VW Group. Theseinclude Volkswagen (including Volkswagen commercial vehicles), Audi, Bentley, SEAT and Skoda.

Since July 2010, VWFS has also provided financial services to Porsche Cars Great Britain. At the end ofNovember 2016 VWFS acquired the shares of MAN Financial Services P.L.C. (MFS) from its parentcompany Volkswagen Financial Services AG (VWFS AG).

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The hire purchase retail portfolio contained £10,433m of earning assets at December 2016.

VWFS' administrative headquarters are within a purpose built complex located at Milton Keynes,Buckinghamshire, England. At the end of 2016 the company employed 812 staff. Milton Keynes is also thebase for the headquarters of Volkswagen Group (UK) Ltd which is the UK importer for Volkswagen(including Volkswagen commercial vehicles), Audi, Skoda and SEAT.

VWFS co-operates closely with approximately 800 dealerships of the VW Group. A dealer can thus offerthe Obligor a complete, competent, personal one-stop service from a single source, including the financing.The co-operation between VWFS, the importer and the dealer-partner is established by dealer agreements.Under these agreements the dealer-partner is given the responsibility for marketing the products andservices of the VW Group and VWFS and to service the trade-marked products of the VW Group andVWFS. Dealers receive valuable support in the form of diverse training measures and extensive marketingsupport.

VWFS is incorporated under the laws of the England as a company with limited liability having itscorporate seat at Milton Keynes, United Kingdom and its registered offices at Brunswick Court, YeomansDrive, Blakelands, Milton Keynes with registered number 02835230.

Data on VWFSSource: Annual Reports

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BUSINESS PROCEDURES OF VOLKSWAGEN FINANCIAL SERVICES (UK) LIMITED

Under the Servicing Agreement, the Receivables are to be administered together with all other receivablesof VWFS according to VWFS's normal business procedures as they exist from time to time. The Obligorswill not be notified of the fact that the receivables from their Financing Contracts have been assigned to theIssuer, except upon the occurrence of a Notification Event.

The normal business procedures of VWFS currently include the following:

Negotiation of the Financing Contract and Appraisal of the Creditworthiness of the Prospective

Obligor

The Obligor writes and signs an application for the financing of a specific vehicle against a specifiedmonthly payment in accordance with the applicable legislation.

Before an application is accepted, VWFS checks the credit standing of the Obligor. Retail applications(consumer and commercial) are assessed against a scorecard and internal policy rules; if the results of thescoring are above a prescribed level and all rules are satisfied the application will approve automatically.For this purpose, information from credit reference agencies and data of Obligor profile are broughttogether into the Connect Online system.

The scoring system takes into account different criteria and factors. Depending on the respectiveinformation which applies to each criterion, the financing application receives a certain amount of pointsper criterion based on statistical methods and historical experience. The sum of scores gives VWFS anassessment of the risk of granting finance to the respective applicant. The scoring process (in particular theweight or the value of the individual scoring criteria and the scoring result) is treated as strictly confidentialby VWFS. The performance of the scoring system is monitored regularly by VWFS. Changes to thescoring system are based on the results of regular VWFS statistical analysis.

Applications not automatically accepted by the scoring system are referred to an employee of the newbusiness department for further review and a final decision. The employees of the new business departmenthave a high level of experience in underwriting (generally with at least two years or more experienceunderwriting and a wider experience within VWFS). Each employee is personally assigned a credit limit upto which she/he may underwrite a loan referred to them.

The Obligor pays a contractually specified monthly instalment at a stipulated payment date, with thenumber of payments corresponding with the number of months covered by the financing period. In the caseof personal contract purchase agreements a larger final instalment is due at the end of the FinancingContract term. Under personal contract purchase agreements the Obligor has the right to return the vehicleat the contract maturity without payment of the balloon payment, provided that if the vehicle has completedgreater than the specified number of miles, excess mileage charges are due from the Obligor.

VWFS requests each Obligor to accept a procedure by which the monthly instalments shall be debiteddirectly from the Obligor's bank account. So far over 99 per cent of all Obligors voluntarily chose to makeuse of this procedure.

Collections

VWFS receives regular direct debit payments from Obligors on the due date specified in the Financing

Contract. If a payment is not received by VWFS it is usual for VWFS to automatically represent the direct

application request. If payment fails for a second time, VWFS will contact the Obligors by telephone or, if

the Obligors cannot successfully be contacted by telephone, by letter. All Financing Contracts in arrears are

managed by a bespoke SAP collections workflow system ("SAP") which is risk based. VWFS's collections

department manages arrears cases through SAP.

VWFS's collections department supports Obligors in a non-advisory capacity by providing options that

may assist Obligors through their financial difficulties and by signposting to help Obligors achieve the right

Obligor outcome.

The aim of VWFS's collections department is to treat all Obligors with respect, to act in a calm and

professional manner, and to demonstrate a sympathetic and flexible approach. VWFS's collections

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department regards all Obligors as individuals, with potentially unique circumstances, which it will take

into consideration when determining the appropriate action to be taken.

The function of VWFS's collections department is to work with Obligors who are experiencing, or indicate

to VWFS that they are about to experience, financial difficulty, which is or will adversely affect the

Obligor's ability to make payments due by them under their Financing Contract.

VWFS's collections department aims to identify, wherever possible, workable arrangements and to allow

the Obligors reasonable time and opportunity to repay amounts due under their Financing Contracts. These

solutions are designed around the relevant Obligor's personal and financial circumstances and allow the

Obligor to retain their Vehicle where this is feasible. According to VWFS's collections department, a

"feasible" arrangement is one which allows the Obligor to meet the requirements of the arrangement,

provided it falls within VWFS's established guidelines.

VWFS will always look to understand the Obligor’s financial circumstances and will work with the Obligor

to tailor a suitable payment plan taking into account whether or not the Obligor is still in possession of a

Vehicle.

Termination Procedure

Where it is not possible to rectify the arrears that have arisen under a Financing Contract, VWFS's

collections department follows a thorough collections process. Once all appropriate reminder notices have

been issued (e.g. a default notice is served in respect of a Regulated Financing Contract) and expired, a

termination notice is issued. Once the Financing Contract has been terminated, VWFS secures the legal

return of the Vehicles as quickly as possible using the most appropriate methods (e.g. through repossession

agents or a return of goods action via VWFS's solicitors if the Financing Contract is a Regulated Financing

Contract and the Obligor has paid one-third or more of the total amount payable under the relevant

Regulated Financing Contract).

Upon termination of a Financing Contract, the Obligor is required to pay the full balance or the Financing

Contract is transferred to one of VWFS' contracted repossession agents to make contact with the Obligor.

Under CCA guidelines, the Obligor is advised of this by letter when the Financing Contract is allocated to

the agent.

The agent will either secure the return of the Vehicle, by arranging for it to be delivered to a nominated

British Car Auctions ("BCA") site, or will collect payment of the balance outstanding under the Financing

Contract.

When a Vehicle arrives at the nominated BCA site, it is scanned upon entry and is entered into the BCA

stock management system. Vehicles are then sold in a series of auctions by BCA. Some BCA auctions are

specific to Vehicles owned by VWFS.

If any liability remains outstanding under the Financing Contract following the sale of the Vehicle, the

Obligor will be advised of the outstanding amount by letter. If the Obligor is unable to clear this remaining

liability in full then VWFS's collections department would consider agreeing a payment plan with the

Obligor.

VWFS will only proceed to litigation or repossession as a last resort and only after attempting and

exhausting all other options to agree an acceptable payment plan with the Obligor.

The advice of the appointed legal firm is obtained before taking any action in relation to a Financing

Contract where litigation and legal proceedings are being actively pursued.

Charged-Off Receivables

"Charged-Off Receivable" means a Terminated Receivable upon the occurrence of the earlier of the

following events (i) the Vehicle associated to a Terminated Receivable is being sold or written-off (as

having a value of zero) or (ii) the value of the associated Terminated Receivable (excluding the Vehicle) is

written off in accordance with the Servicer's Customary Operating Practices.

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Audits

The internal audit department of Volkswagen Financial Services AG audits VWFS. Its controllingprocedures include audits of Obligor receivables with respect to their amounts and their punctual payment.Under English law the annual financial statements of a company must be audited by an independent auditcompany.

Auditors

PricewaterhouseCoopers LLP, Exchange House, Central Business Exchange, Midsummer Boulevard,Central Milton Keynes, MK9 2DF (chartered accountants and registered auditors authorised and regulatedby the Financial Conduct Authority), have audited the financial statements of VWFS for the year ended 31December 2016 and have issued their audit report without qualification. PricewaterhouseCoopers LLP, is amember firm of the Institute of Chartered Accountants in England and Wales.

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Volkswagen Financial Services UK Ltd

Retail Financing BusinessSelected figures for the years 2009-2016:

2016 2015 2014 2013 2012 2011 2010 2009New contracts 396,094 337,189 299,965 262,485 219,367 179,779 157,527 127,015(number)- thereof new cars 286,086 232,957 202,632 173,786 142,877 108,922 87,071 70,477

- thereof used cars 110,008 104,232 97,333 88,699 76,490 70,857 70,456 56,538

Contracts outstanding 850,311 726,712 623,882 536,173 458,605 388,578 337,796 293,987

(number)

- thereof new cars 626,831 516,652 431,042 356,690 291,809 231,395 196,166 179,560

- thereof used cars 223,480 210,060 192,840 179,483 166,796 157,183 141,630 114,427

Data on VWFS

Source: Annual Reports

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ADMINISTRATION OF THE PURCHASED RECEIVABLES UNDER THE SERVICINGAGREEMENT

VWFS has agreed to act as Servicer under the Servicing Agreement. In this capacity, VWFS has agreed toperform the following tasks according to its usual business practices as they exist from time to time:

(a) service and collect the Receivables in accordance with the Servicing Agreement;

(b) as long as the Monthly Remittance Condition is satisfied, transfer by the Payment Date of eachmonth to the Distribution Account the Collections relating to the relevant Monthly Period (and ifthe Monthly Remittance Condition is no longer satisfied, take the action set out in"Commingling" below);

(c) repossess and sell Vehicles upon any default by any Obligor or sell the Vehicles upontermination of the Financing Contract where the Vehicle is returned to the Servicer; and

(d) perform other tasks incidental to the above.

Commingling

VWFS, in its capacity as the Servicer, will be entitled to commingle funds representing Collections with itsown funds during each Monthly Period in accordance with the following procedure:

(a) if and so long as the Monthly Remittance Condition is satisfied, VWFS will be entitled tocommingle funds representing Collections with its own funds during each Monthly Period and willbe required to make a single deposit of such monthly Collections to the Distribution Account oneach Payment Date and

(b) if and so long as the Monthly Remittance Condition is not satisfied, VWFS will be entitled tocommingle funds representing Collections with its own funds during each Monthly Period providedthat, no later than fourteen (14) calendar days after the first day on which the Monthly RemittanceCondition has not been satisfied, VWFS complies with the following mechanism:

With regard to any Payment Date, VWFS will:

(i) be required (A) on the eleventh Business Day prior to the start of the relevant Monthly Periodto determine the amount representing the Monthly Collateral Part 1 and to transfer an amountequal to the Monthly Collateral Part 1 to the Monthly Collateral Account as security for theIssuer's claim, with respect to the Monthly Collections Part 1, and (B) to maintain theMonthly Collateral Part 1 as collateral on the Monthly Collateral Account until the MonthlyCollections Part 1 have been paid; and

(ii) further be required (A) on the eleventh Business Day prior to the sixteenth calendar day of therelevant Monthly Period, to determine the amount representing the Monthly Collateral Part 2and transfer an amount equal to the Monthly Collateral Part 2 to the Monthly CollateralAccount as security for the Issuer's claim with respect to the Monthly Collections Part 2 and(B) to maintain the Monthly Collateral Part 2 as collateral on the Monthly Collateral Accountuntil the Monthly Collections Part 2 have been paid; and

(c) VWFS will be required to transfer the following amounts (each as a single deposit) to theDistribution Account:

(i) on the fifth Business Day of each calendar month, the Monthly Collections Part 2; and

(ii) on the fifth Business Day following the fifteenth calendar day of each calendar month, theMonthly Collections Part 1.

(d) Any funds credited to the Monthly Collateral Account shall be released to VWFS, (i) if and as longas the Monthly Remittance Condition is satisfied again or (ii) VWFS's obligation to transfer andmaintain the Monthly Collateral Part 1 and the Monthly Collateral Part 2 has ceased to exist or (iii) ifand to the extent that the Monthly Collateral Part 1 or, as the case may be, the Monthly CollateralPart 2 for the current Monthly Period is determined to be less than the Monthly Collateral Part 1 orthe Monthly Collateral Part 2, respectively, for the immediately preceding Monthly Period.

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(e) On each Payment Date the Servicer shall:

(i) if the amounts transferred to the Distribution Account in accordance with paragraph (c) aboveexceed the Collections received during the preceding Monthly Period, effect the release ofsuch excess amounts from the Distribution Account; or

(ii) if the Collections received during the preceding Monthly Period exceed the amountstransferred to the Distribution Account in accordance with paragraph (c) above, transfer theexcess amount of such Collections to the Distribution Account.

For the purposes of the above, the "Monthly Remittance Condition" shall be no longer satisfied if any ofthe following events occur: (a) Either Volkswagen Bank GmbH (or any of its successors within theVolkswagen Group as parent of the Servicer) (i) no longer has a short-term rating for unsecured andunguaranteed debt of at least "A-2" from S&P or a long-term rating for unsecured and unguaranteed debt ofat least "BBB" from S&P, or (ii) where Volkswagen Bank GmbH (or any of its successors within theVolkswagen Group as parent of the Servicer) is not the subject of an S&P short-term rating, a long-termrating for unsecured and unguaranteed debt of at least "BBB+" from S&P, or (iii) S&P notifies the Issuerand/or the Servicer that VWFS is no longer deemed eligible under the applicable rating criteria by S&P.Volkswagen Bank GmbH (or any of its successors within the Volkswagen Group as parent of the Servicer)holds less than 100 per cent. of the shares of VWFS, or (b) Volkswagen Bank GmbH (or any of itssuccessors within the Volkswagen Group as parent of the Servicer) no longer has a long-term rating forunsecured and unguaranteed debt of at least "Baa1" from Moody's.

Administration of Collections and Costs of Administration

The Servicer shall use all reasonable endeavours to:

(a) collect all Purchased Receivables, and ensure payment of all sums, due under or in connection withthe relevant Purchased Receivables;

(b) transfer all sums so collected into the Distribution Account in accordance with the ServicingAgreement;

(c) recover amounts from Obligors that are not paid when due;

(d) enforce all obligations of Obligors under the Financing Contracts; and

(e) assist in the sale or disposal of each Vehicle following termination of its related Financing Contractwhere the Vehicle is returned to the Servicer and use its reasonable commercial endeavours toachieve a fair market price for such Vehicle sold or disposed of,

in each case on behalf of the Issuer and the Security Trustee in an efficient and timely fashion inaccordance with the provisions of the Financing Contracts and its Customary Operating Practices.

In case an action needs to be taken in relation to an Obligor, the Servicer may, in accordance with itsCustomary Operating Practices:

(a) take such action as may be necessary or desirable or as the Servicer determines (including, ifnecessary, court proceedings and the employment by the Servicer as disclosed agent for the Issuer ofsolicitors to carry out any necessary court or other proceedings) against any Obligor in relation to adefaulted Purchased Receivable; and

(b) on request keep the Issuer or the Security Trustee informed (respectively) of all material actions anddecisions taken in each case following its Customary Operating Practices.

Subject to and in accordance with the applicable Order of Priority and the Servicing Agreement, asconsideration for the provision by it of the Services, the Servicer will be entitled to receive the Servicer Feeon each Payment Date in arrear.

Administration of Insurance Benefits and Realisation of Vehicles

The Servicer is authorised, until revocation by the Issuer and/or the Security Trustee and obliged to assertin accordance with the Servicer's Customary Operating Practices in effect from time to time in relation tothe respective insurance companies, the Insurance Claims assigned to the Issuer pursuant to the Receivables

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Purchase Agreement. The Servicer is not required to monitor the compliance by the Obligors with theinsurance provisions and the Servicer shall not be liable for any failure by an Obligor to comply with suchprovisions.

Upon the termination of a Financing Contract, the Servicer is obliged in accordance with its customarypractices as they are applied from time to time to repossess and realise the respective Vehicle. Afterdeducting any fees incurred in the sale of such Vehicle, the Servicer shall treat the remaining proceeds(except to the extent that the same relate to any Written-Off Purchased Receivables) as Collections andcredit such amounts to the Distribution Account in accordance with the Servicing Agreement.

Servicer Report and Duties under the Swap Agreements

Under the Servicing Agreement the Servicer undertakes to report, amongst others, the following facts to theIssuer, the Security Trustee, the Account Bank, the Cash Administrator, the Rating Agencies, theNoteholders, the Registrar and the Subordinated Lender on each Servicer Report Performance Date:

(a) the Available Distribution Amount and the aggregate amount to be distributed in relation to eachNote and the Subordinated Loan on the immediately following Payment Date;

(b) the repayment of the nominal amount attributed to each Note and to the Subordinated Loan asadvanced together with the interest payment;

(c) the nominal amount still outstanding on each Note and the Subordinated Loan as at each respectivePayment Date;

(d) the General Cash Collateral Amount remaining available on the immediately following PaymentDate;

(e) the sums corresponding to the administration fees and servicing fees;

(f) the Cumulative Net Loss Ratio;

(g) the Class A Actual Overcollateralisation Percentage and the Class B Actual OvercollateralisationPercentage;

(h) the applicable Class A Targeted Overcollateralisation Percentage and the applicable Class BTargeted Overcollateralisation Percentage;

(i) delinquency information for delinquency periods of up to 30 days, 30 to 60 days, 60 to 90 days, 90to 120 days, 120 to 150 days, 150 to 180 days and greater than 180 days with respect to the numberof delinquent Financing Contracts, the amount of delinquent Purchased Receivables and the totaloutstanding Discounted Receivables Balance of delinquent Financing Contracts;

(j) in the event of the final Payment Date, the fact that such date is the final payment date;

(k) stratification tables;

(l) information on the occurrence of an Early Amortisation Event;

(m) the amortisation profile of the outstanding pool;

(n) the Class A Aggregate Discounted Receivables Balance Increase Amount and the Class B AggregateDiscounted Receivables Balance Increase Amount;

(o) the sum of the credit balances (deposits) on the previous Payment Date of the Obligors of thePurchased Receivables at bank accounts maintained with VWFS; and

(p) the number and proportionate share of Vehicles which have an EA 189 EU5 diesel engine.

To a certain extent some of the above information will be included in the reports of the Issuer and sent toTrue Sale International GmbH, such information will be, among other things, accessible on the TSI website(www.true-sale-international.de).

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The Servicer shall, furthermore, provide the Rating Agencies with the reports and information which thelatter reasonably need to maintain their rating of the Notes.

In addition, under the Servicing Agreement, subject to the provisions of the Data Protection Act 1998, theServicer may, for as long as the Class A Notes or (if possible in accordance with the Eurosystem eligibilitycriteria or Bank of England eligibility criteria in force from time to time) any other Class of Notes areintended to be held in a manner which can allow Eurosystem eligibility or Bank of England eligibility,make loan level data in such a manner available as required to comply with:

(a) the Eurosystem eligibility criteria set out in the Guideline (EU) 2015/510 of the ECB of19 December 2014 on the implementation of the Eurosystem monetary policy framework(ECB/2014/60) (recast), which was published in the Official Journal of the European Union on2 April 2015 and applies from 1 May 2015, as amended from time to time, including as amended byGuideline (EU) 2016/64 of 18 November 2015 effective from 5 January 2016; and

(b) the Bank of England eligibility criteria and transparency criteria for asset backed securities (as setout in the Detailed Information Transparency for Asset-Backed Securities for Auto-loan ABS of 17December 2012 as amended and applicable from time to time).

Under the Servicing Agreement, the Servicer has undertaken to the Issuer that no less than once per annum(and as required in accordance with the European Market Infrastructure Regulation (EMIR)) commencingon the date of the Swap Agreements, it shall perform with the Swap Counterparty and on behalf of theIssuer, a reconciliation of all outstanding transactions under the Swap Agreements for the purposes ofensuring agreement as to the key terms of such transactions (including, without limitation, the effectivedate, position of the Swap Counterparty, currency of the transaction, the underlying instrument, thebusiness day convention, notional amounts, payment dates, termination dates, fixed amounts and/ orfloating amounts) and the then mark-to-market value of each such outstanding transaction under the SwapAgreements.

Under the Servicing Agreement, the Servicer has undertaken to the Issuer that by no later than the BusinessDay following the entry, modification or termination of any transaction between the Issuer and the SwapCounterparty under the Swap Agreements, it will (on behalf of the Issuer):

(a) prepare and submit any counterparty reports to the relevant trade repository (or, the EuropeanSecurities and Markets Authority as the case may be) that the Issuer is required to submit pursuant toArticle 9 of the EMIR; and

(b) prepare and submit any transaction reports to the relevant trade repository (or, the EuropeanSecurities and Markets Authority as the case may be) that the Issuer and Swap Counterparty arerequired to submit pursuant to Article 9 of the EMIR. To the extent agreed with the SwapCounterparty, for the purposes of complying with its obligations under this paragraph of theServicing Agreement, the Servicer agrees to correspond and liaise with the Swap Counterparty forthe purposes of jointly preparing, agreeing on and submitting a single transaction report to therelevant trade repository (or, the European Securities and Markets Authority as the case may be).

In connection with the reporting duties mentioned above, the Servicer has undertaken that it will, on behalfof the Issuer, keep records of the entry into, or modification of, each transaction entered into by the Issuerunder the Swap Agreements for a period of at least 5 years following the termination of such transaction.

Under the Servicing Agreement, the Servicer has further undertaken to the Issuer that it will keep record onbehalf of the Issuer of any notification provided to it by the Issuer and/or the Swap Counterparty pursuantto Part 6(c) of the schedule to the Swap Agreements.

Under the Servicing Agreement, the Servicer further undertakes to the Issuer that, without prejudice to anyof its specific obligations thereunder, it will, if required, appoint a suitable entity to enable the Issuer tocomply with any applicable disclosure and/or reporting requirements under Regulation (EC) No 1060/2009of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amendedby Regulation (EU) No 513/2011 and by Regulation (EU) No 462/2013, and the regulatory technicalstandards applicable pursuant to the Commission Delegated Regulation (EU) 2015/3 of 30 September2014, or other or further regulatory technical standards applicable from time to time.

Distribution Duties of the Servicer

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Each 25th day of each month or, if such day is not a Business Day, then the next following Business Day(unless that day falls in the next calendar month, in which case the date will be the first preceding day thatis a Business Day) shall be a Payment Date.

Distribution Procedure

The Servicer will transfer by the Payment Date of each month to the Distribution Account the Collectionsrelating to the relevant Monthly Period.

Dismissal and Replacement of the Servicer

Servicer Replacement Event means the occurrence of any event described in paragraphs (a) to (d) below:

(a) any unremedied failure (and such failure is not remedied within three (3) Business Days of notice ofsuch failure being given) by the Servicer to deliver or cause to be delivered any required payment tothe Issuer for distribution to the Noteholders, to the Swap Counterparty, and the SubordinatedLender;

(b) any unremedied failure (and such failure is not remedied within three (3) Business Days of notice ofsuch failure being given) by the Servicer to duly observe and/or perform in any material respect anyother of its covenants or agreements which failure materially and adversely affects the rights of theIssuer or the Noteholders;

(c) the Servicer becomes subject to an Insolvency Event; or

(d) the Servicer fails to renew, or suffers the revocation of, the necessary permissions pursuant to theFinancial Services and Markets Act 2000 or licences to conduct its business under the DataProtection Act, and such authorisations or licences are not replaced or reinstated within sixty days;

provided, however, that if a Servicer Replacement Event referred to under paragraph (a), or (b) above hasoccurred and was caused by an event beyond the reasonable control of the Servicer and if the respectivedelay or failure of performance is cured within a period of 90 days, a Servicer Replacement Event will bedeemed not to have occurred.

Upon and after such termination, all authority and power of the Servicer will terminate and be of no furthereffect and the retiring Servicer shall no longer hold itself out in any way as the agent of any party pursuantto any Transaction Document or the Servicing Agreement; the rights and obligations of the retiring Servicerand any obligations of the Issuer, the Seller and the Security Trustee to the retiring Servicer shall cease toexist but the relevant termination shall be without prejudice to (i) any liabilities or obligations of theretiring Servicer to the Issuer, the Seller or the Security Trustee or any successor servicer incurred orarising up to the Servicer Termination Date; (ii) any liabilities or obligations of the Issuer, the Seller or theSecurity Trustee to the retiring Servicer incurred or arising up to the Servicer Termination Date and (iii) theretiring Servicer's obligation to deliver documents and materials in accordance with the ServicingAgreement or any Transaction Document.

On the Servicer Termination Date, the retiring Servicer shall (save as prohibited or required otherwise byany applicable laws, regulations, judgments and other directions or orders to which it may be subject)immediately deliver or make available to (and in the meantime shall hold to the order of) (a) if a successorservicer has then been appointed, such successor servicer; or (b) failing such appointment, the Issuer; thePurchased Receivable Records, the Servicer Records and the Transaction Documents (provided that theretiring Servicer shall have the right to make and retain such copies of any such records as it desires at itsown cost) and any monies then held by the retiring Servicer on behalf of the Issuer and any other assets ofthe Issuer then held by it; and take such further action as the Issuer, the Security Trustee or the successorservicer appointed to replace the retiring Servicer may reasonably direct in order to effectively transfer itsrights and obligations under the Servicing Agreement to a successor servicer.

The successor servicer shall be appointed by the Issuer and the Security Trustee with effect from theServicer Termination Date by the entry of the successor servicer, the Issuer and the Security Trustee into areplacement servicing agreement which complies with the following provisions:

An entity may be appointed as successor servicer only if:

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(a) it has experience of administering assets reasonably similar to the Purchased Receivables beingadministered by the Servicer or is able to demonstrate that it has the capability to administer assetsreasonably similar to the Purchased Receivables being administered by the Servicer;

(b) it has the permissions pursuant to the Financial Services and Markets Act 2000 necessary toadminister the Purchased Receivables on behalf of the Issuer

(c) it has a net worth of not less than £25,000,000;

(d) it is willing to enter into an agreement with the parties to the Servicing Agreement (other thanVWFS except in its capacity as Seller) which provides for the successor servicer to be remuneratedat such a rate as is agreed by the Issuer but which does not exceed the rate then commonly chargedby providers of services of the kind described in the Servicing Agreement and required by theServicing Agreement to be provided by the Servicer and is otherwise on substantially the same termsas those of the Servicing Agreement; and

(e) the Security Trustee has consented to its appointment.

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RATINGS

The Class A Notes are expected to be rated AAA(sf) from S&P and Aaa (sf) from Moody's.

The Class B Notes are expected to be rated AA(-)(sf) from S&P and Aa3 (sf) from Moody's.

With respect to the Class A Notes, the rating of Aaa(sf) is the highest rating that Moody's assigns to longterm structured finance debts and AAA(sf) is the highest rating that S&P assigns to long term structuredfinance debts. With respect to the Class B Notes, the rating of A1 is the fifth highest rating that Moody'sassigns to long term structured finance debts and AA(-)(sf) is the fifth highest category of rating that S&Passigns to long term structured finance debts. The rating of the Class A Notes addresses the ultimatepayment of principal and timely payment of interest according to the Conditions. The rating of the Class BNotes addresses the ultimate payment of principal and interest according to the Conditions. The rating takesinto consideration the characteristics of the Receivables and the structural, legal, tax and Issuer-relatedaspects associated with the Notes.

The ratings assigned to the Notes should be evaluated independently from similar ratings on other types ofsecurities. A security rating is not a recommendation to buy, sell or hold securities and may be subject torevision or withdrawal by the Rating Agencies at any time. In the event that the ratings initially assigned toany Class of the Notes by the Rating Agencies are subsequently withdrawn or lowered for any reason, noperson or entity is obliged to provide any additional support or credit enhancement with respect to suchClass of Notes.

The Issuer has not requested a rating of the Notes by any rating agency other than the Rating Agencies;there can be no assurance, however, as to whether any other rating agency will rate the Notes or, if it does,what rating would be assigned by such other rating agency. The rating assigned to the Notes by such otherrating agency could be lower than the respective ratings assigned by the Rating Agencies.

References to ratings of Moody's and S&P in this Offering Circular shall refer to www.moodys.com and

www.standardandpoors.com respectively.

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THE ISSUER

ISSUER OF THE NOTES

General

Driver UK Multi-Compartment S.A. (the "Company"), a public company with limited liability (sociétéanonyme), was incorporated for the purpose of issuing asset backed securities under the laws ofLuxembourg on 8 August 2014 for an unlimited period and has its registered office at 52-54, Avenue du XSeptembre, L-2550 Luxembourg (telephone: + 352 2602 491) acting for and on behalf of its specificCompartment Driver UK six duly created by resolutions of its Board of Directors on 4 July 2017. TheCompany is registered with the Luxembourg Commercial Register of Commerce and Companies underregistration number B 189.629. A copy of its Articles of Incorporation has been published in the MemorialC, Recueil des Sociétés et Associations on 18 September 2014.

The Company has expressly elected in its Articles of Incorporation to be governed by the LuxembourgSecuritisation Law, and is hereby subject to the Luxembourg Securitisation Law.

The Company currently does not intend to issue securities on a continuous basis to the public and if at alater point it did, it will first apply and become approved as a regulation securitisation company pursuant to,and in accordance with the provisions of the Luxembourg Securitisation Law.

Corporate purpose of the Issuer

The corporate objects of the Company are to enter into, perform and serve as a special purpose vehicle for,any securitisation transactions as permitted under the Luxembourg Securitisation Law.

The Company may acquire or assume, directly or through another entity or vehicle, the risks relating to theholding or ownership of claims, receivables and/or other goods, either movable or immovable, tangible orintangible, and/or risks relating to liabilities or commitments of third parties or which are inherent to all orpart of the activities undertaken by third parties, by issuing securities (valeurs mobilières) of any kindwhose value or return is linked to these risks. The Company may assume or acquire these risks byacquiring, by any means, claims, structured deposits, receivables and/or other goods, structured productsrelating to commodities or assets, by guaranteeing the liabilities or commitments of third parties or bybinding itself in any other way. The method that will be used to determine the value of the securitisedassets will be set out in the relevant issue documents entered into by the Company.

The Company may, within the limits of the Luxembourg Securitisation Law, proceed, so far as they relateto securitisation transactions, to (i) the acquisition, holding and disposal, in any form, by any means,whether directly or indirectly, of participations, rights and interests in, and obligations of, Luxembourg andforeign companies, (ii) the acquisition by purchase, subscription, or in any other manner, as well as thetransfer by sale, exchange or in any other manner of stock, bonds, debentures, notes and other securities orfinancial instruments of any kind (including notes or parts or units issued by Luxembourg or foreign mutualfunds or similar undertakings and exchangeable or convertible securities), structured products relating tocommodities or assets (including debt or equity securities of any kind) and receivables, claims or loans orother credit facilities (and the agreements relating thereto), and (iii) the ownership, administration,development and management of a portfolio of assets (including, among other things, the assets referred toin (i) and (ii) above) in accordance with the provisions of the relevant issue documentation.

The Company may, within the limits of the Luxembourg Securitisation Law and for as long as it isnecessary to facilitate the performance of its corporate objects, borrow in any form and enter into any typeof loan agreement. It may issue notes, bonds (including exchangeable or convertible securities andsecurities linked to an index or a basket of indices or shares), debentures, certificates, shares, beneficiaryshares or parts, warrants and any kind of debt or equity securities, including under one or more issueprogrammes. The Company may lend funds including the proceeds of any borrowings and/or issues ofsecurities, within the limits of the Luxembourg Securitisation Law and provided such lending or suchborrowing relates to securitisation transactions, to its subsidiaries or affiliated companies or to any othercompany.

The Company may, within the limits of the Luxembourg Securitisation Law, give guarantees and grantsecurity over its assets in order to secure the obligations it has assumed for the securitisation of those assetsor for the benefit of investors (including their trustee or representative, if any) and/or any issuing entity

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participating in a securitisation transaction of the Company. The Company may not pledge, transfer,encumber or otherwise create security over some or all of its assets or transfer its assets for guaranteepurposes, unless permitted by the Luxembourg Securitisation Law.

The Company may enter into, execute and deliver and perform any swaps, futures, forwards, derivatives,options, repurchase, stock lending and similar transactions for as long as such agreements and transactionsare necessary to facilitate the performance of the Company's corporate objects. The Company maygenerally employ any techniques and instruments relating to investments for the purpose of their efficientmanagement, including, but not limited to, techniques and instruments designed to protect it against credit,currency exchange, interest rate risks and other risks.

The descriptions above are to be understood in their broadest sense and their enumeration is not limiting.The corporate objects of the Company shall include any transaction or agreement which is entered into bythe Company, provided that it is not inconsistent with the foregoing enumerated objects.

In general, the Company may take any controlling and supervisory measures and carry out any operation,transaction or acting which it considers necessary or useful in the accomplishment and development of itscorporate objects to the largest extent permitted under the Luxembourg Securitisation Law.

Compartment

The board of directors of the Company may, in accordance with the terms of the LuxembourgSecuritisation Law, and in particular its article 5, create one or more Compartments within the Company.

The board of directors is entitled to create one or more compartments (referencing the assets of theCompany relating to an issue by the Company of securities), in each case, corresponding to a separate partof the Company's estate.

Compartment Driver UK six is the sixth Compartment of the Company. The Company has already createdCompartment Driver UK two, Compartment Driver UK three, Compartment Private Driver UK 2016-1,Compartment Driver UK four and Compartment Driver UK five.

As between investors, each compartment of the Company shall be treated as a separate entity. Rights ofcreditors and investors of the Company that (i) relate to a compartment or (ii) have arisen in connectionwith the creation, the operation or the liquidation of a compartment are strictly limited to the assets of thatcompartment which shall be exclusively available to satisfy such creditors and investors. Creditors andinvestors of the Company whose rights are not related to a specific compartment of the Company shall haveno rights to the assets of any such compartment. Unless otherwise provided for in the resolution of theboard of directors of the Company creating such compartment, no resolution of the board of directors of theCompany may amend the resolution creating such compartment or to directly affect the rights of thecreditors and investors whose rights relate to such compartment without the prior approval of the creditorsand investors whose rights relate to such compartment. Any decision of the board of directors taken inbreach of this provision shall be void.

Without prejudice to what is stated in the precedent paragraph each compartment of the Company may beseparately liquidated without such liquidation resulting in the liquidation of another compartment of theCompany or of the Company itself.

If as of any payment date of the assets relating to a compartment (including a hedging agreement enteredinto by the Company in connection with a compartment) the total amount of monies received under theassets of that compartment exceeds the payments to be made by the Company under the samecompartment, the board may use the excess amount to pay off the claims of those creditors of the Companywhose claims cannot be allocated to a particular compartment.

The assets allocated to a compartment are exclusively available to (1) the investors in that compartment(the investors), (2) the creditors whose claims have arisen in connection with the creation, operation orliquidation of that compartment and who are provided for in the priority of payments provisions of therelevant issue documentation (the transaction creditors), (3) the creditors whose claims have arisen inconnection with the creation, operation or liquidation of that compartment and who are not provided for inthe priority of payments provisions of the relevant issue documentation (the compartment-specific claimscreditors and, together with the transaction creditors, the creditors) and (4), subject to the provisions of thenext following paragraph, the creditors whose claims have not arisen in connection with the creation,

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operation or liquidation of a compartment and who have not waived their recourse to the assets of anycompartment of the Company (the non compartment-specific claims creditors).

The rights of the non compartment-specific claims creditors can be allocated by the Company by decisionof the board, on a half year basis in arrear, to all the compartments, on an equal basis and pro rata temporisfor compartments created within such half year, where the relevant issue documentation expresslyauthorises non compartment-specific claims creditors to have recourse against the assets allocated to suchcompartments. Such right of a non compartment-specific claims creditor against a compartment arehereinafter referred to as the pro rata rights.

The investors and the creditors acknowledge and accept that once all the assets allocated to thecompartment under which they have invested or in respect of which their claims have arisen, have beenrealised, they are not entitled to take any further steps against the Company to recover any further sums dueand the right to receive any such sum shall be extinguished. Each non compartment-specific claims creditoracknowledges and accepts that once all the assets allocated to a compartment in respect of which it has prorata rights, have been realised, it is not entitled to take any further steps against the Company to recoversuch pro rata rights and the right to receive any sum in respect of the pro rata rights shall be extinguished.

The compartment-specific claims creditors and the non compartment-specific claims creditors expresslyaccept, and shall be deemed to have accepted by entering into contractual obligations with the Company,that priority of payment and waterfall provisions, limited recourse provisions and non-petition provisionswill be included in the relevant issue documentations and they expressly accept, and shall be deemed tohave accepted the consequences of such priority of payments and waterfall provisions, limited recourseprovisions and non-petition provisions.

The rights of the shareholders of the Company are limited to the assets of the Company which are notallocated to a compartment.

With board resolution dated 4 July 2017 the Company created Compartment Driver UK six. With boardresolution dated 19 September 2017, the Issuer authorised the transaction and the issuance of the Notes.

Business Activity

In respect of the Transaction, the principal activities of the Issuer, acting for and on behalf of itsCompartment Driver UK six, will be the acquisition of the Purchased Receivables and the issue of theNotes, in connection with the Transaction, the granting of the Security, the entering into the SubordinatedLoan Agreement, the entering into the Swap Agreements, respectively, and the entering into all otherTransaction Documents to which it is a party and the opening of the Accumulation Account, theDistribution Account, the Counterparty Downgrade Collateral Account and the Cash Collateral Accountand the exercise of related rights and powers and other activities reasonably incidental thereto.

Corporate Administration and Management

The following directors of the Company have been appointed in the shareholder's meeting following theincorporation of the Issuer:

DIRECTOR BUSINESS ADDRESS PRINCIPAL ACTIVITIESOUTSIDE THE ISSUER

Zamyra Helen Cammans, born inUtrecht on 11 February 1969

52-54 avenue du X Septembre,L-2550 Luxembourg

Professional in the domiciliationbusiness

Caroline Lampis, born inLongeville-lès-Metz on 16September 1976

52-54 avenue du X Septembre,L-2550 Luxembourg

Professional in the domiciliationbusiness

Catherine Pirrie, born inAmnéville on 29 June 1981

52-54 avenue du X Septembre,L-2550 Luxembourg

Professional in the domiciliationbusiness

The Company confirms that there is no conflict of interest between the duties of a director of the Companyand the principal and/or other activities outside Driver UK Multi-Compartment S.A.

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Capital, Shares and Shareholders

The subscribed capital of the Company is set at GBP 29,000 divided into 2,900 fully paid up, registeredshares with a par value of GBP 10 each.

The sole shareholder of the Company is Stichting CarLux. Stichting CarLux is a foundation dulyincorporated and validly existing under the laws of The Netherlands with its registered office at BarbaraStrozzilaan 101, 1083HN, Amsterdam, The Netherlands. Stichting CarLux is registered with the traderegister of the Chamber of Commerce in Amsterdam under number 34283304.

Capitalisation

The share capital of the Company as at the date of the Offering Circular is as follows: Share CapitalAuthorised, subscribed, issued and fully paid up: GBP 29,000 consisting of 2,900 shares of GBP 10 each.The shares rank pari passu to each other.

Indebtedness

The Issuer has no material indebtedness, contingent liabilities and/or guarantees as at the date of theOffering Circular, other than that which the Issuer has incurred or shall incur in relation to the transactionscontemplated in the Offering Circular.

Holding Structure

Stichting CarLux, prenamed 2,900 shares

Total 2,900 shares

Subsidiaries

The Issuer has no subsidiaries or Affiliates.

Name of the Issuer's Financial Auditors

The approved statutory auditors (réviseurs d'entreprises agréés) of the Company, which have beenappointed by a resolution of the board of directors of the Company dated 25 August 2014 are:

PricewaterhouseCoopers société coopérative2 rue Gerhard MercatorB.P. 1443 L-1014 LuxembourgLuxembourg

PricewaterhouseCoopers société coopérative is a member of the Institut des Reviseurs d' Entreprises.

Main Process for Director's Meetings and Decisions

The Company is managed by a board of directors comprising three (3) members, whether shareholders ornot, who are appointed for a period not exceeding six years by the general meeting of shareholder whichmay at any time remove them.

The director(s) shall be elected by the general meeting of the shareholders. The shareholders of theCompany shall also determine the number of directors, their remuneration and the term of their office. Theboard of directors may elect from among its members a chairman.

The board of Directors shall meet upon call by the chairman or any two directors at the place indicated inthe notice of meeting which shall be in Luxembourg.

Any director may participate in a meeting of the board of directors, and will be considered as having beenpersonally present at such meeting, by conference call, video conference or similar means ofcommunications equipment whereby (i) the directors attending the meeting can be identified, (ii) allpersons participating in the meeting can hear and speak to each other, (iii) the transmission of the meetingis performed on an on-going basis and (iv) the directors can properly deliberate, and participating in ameeting by such means shall constitute presence in person at such meeting.

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A resolution of the board of directors may also be passed in writing. Such resolution shall consist of one orseveral documents containing the resolutions and signed, manually or electronically by means of anelectronic signature which is valid under Luxembourg law, by each and every director. The date of suchresolution shall be the date of the last signature.

The board of directors is vested with the broadest powers to perform or cause to be performed all acts ofdisposition and administration in the Company's interest, including the power to transfer, assign or disposeof the assets of the Company in accordance with the Luxembourg Securitisation Law and the relevant issuedocumentation.

Financial Statements

Since its date of incorporation, the Issuer has not commenced operations (although Driver UK Multi-compartment acting for and on behalf of its compartment Driver UK two, Driver UK three, Private DriverUK 2016-1, Driver UK four, and Driver UK five have commenced business).

The business year of the Company extends from 1 April to 31 March of each year. The first business yearbegan on 8 August 2014 (date of incorporation) and ended on 31 March 2015 and the first annual generalmeeting of the shareholders was held in 2016.

PricewaterhouseCoopers, société coopérative, as the auditor of the Company audited the annual accounts ofthe Company displayed hereunder for the period from 8 August 2014 to 31 March 2015 and from 1 April2015 to 31 March 2016.

In the opinion of PricewaterhouseCoopers, société coopérative, the Company's annual accounts gave, inconformity with Luxembourg legal and regulatory requirements, a true and fair report of the financialposition of the Company as of the result of its operations from 8 August 2014 to 31 March 2015 and from1 April 2015 to 31 March 2016.

The financial statements of the Company for the fiscal years ended on 31 March 2015 and 31 March 2016,and from 1 April 2015 to 31 March 2016 are incorporated by reference into this Offering Circular. See"DOCUMENTS INCORPORATED BY REFERENCE".

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REGISTRAR

This description of the Registrar does not purport to be an abstract of, and is therefore subject to, andqualified in its entirety by reference to, the detailed provisions of the Transaction Documents.

The Bank of New York Mellon SA/NV is a Belgian limited liability company established September 30,2008 under the form of a Société Anonyme/Naamloze Vennootschap. It was granted its banking license bythe CBFA (former Belgian supervisor prior to the implementation of the Twin Peaks model) on March 102009. It has its headquarters and main establishment at 46 rue Montoyerstraat, 1000 Bruxelles/Brussel. TheBank of New York Mellon SA/NV is a subsidiary of BNY Mellon (BNYM), the main banking subsidiaryof The BNY Mellon Corporation. It is under the prudential supervision of the National Bank of Belgiumand regulated by the Belgian Financial Services and Markets Authority in respect of Conduct ofBusiness. The Bank of New York Mellon SA/NV engages in asset servicing, global collateralmanagement, global markets, corporate trust and depositary receipts. The Bank of New York MellonSA/NV operates from locations in Belgium, the Netherlands, Germany, London, Luxembourg, Milan, Parisand Dublin.

The information in the preceding paragraph has been provided by the Registrar for use in this OfferingCircular and the Registrar is solely responsible for the accuracy of the preceding paragraph.

To the best knowledge and belief of the Issuer, the above information has been accurately reproduced. TheIssuer is able to ascertain from the above information published by the Registrar that no facts have beenomitted which would render the reproduced information inaccurate or misleading.

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SWAP COUNTERPARTY

This description of the Swap Counterparty does not purport to be an abstract of, and is therefore subject to,and qualified in its entirety by reference to, the detailed provisions of the Swap Agreements and the otherTransaction Documents.

Crédit Agricole Corporate and Investment Bank will serve as the swap counterparty. Crédit AgricoleCorporate and Investment Bank is a société anonyme incorporated under, and governed by, the laws ofFrance, whose registered office is at 12, place des Etats-Unis, CS 70052, 92547 Montrouge Cedex - France.Crédit Agricole Corporate and Investment Bank is registered at the Trade and Commercial Register ofNanterre (France) under the number 304 187 701. Crédit Agricole Corporate and Investment Bank issubject to Articles L.225-1 et seq. of Book 2 of the French Commercial Code. As a credit institution, CréditAgricole Corporate and Investment Bank is subject to Articles L.511-1 et seq. and L.531-1 et seq. of theFrench Monetary and Financial Code.

As of 30 June 2017, Crédit Agricole Corporate and Investment Bank's shareholders' capital amounted to€7,851,636,342 divided into 290,801,346 shares with a nominal value of EUR 27 each. Crédit AgricoleCorporate and Investment Bank's share capital is held at more than 99% by the Crédit Agricole Group.Crédit Agricole S.A. holds more than 97% of the share capital of Crédit Agricole Corporate and InvestmentBank.

Crédit Agricole Corporate and Investment Bank is the corporate and investment banking arm of the CréditAgricole Group.

Crédit Agricole Corporate and Investment Bank offers banking services to its customers on a global basis.Its main activities are financing, capital markets and investment banking and wealth management.

Financing business covers:

(a) structured finance, i.e. originating, structuring and financing major export and investmentoperations in France and abroad, often backed with assets as collateral (aircraft, boats, businessproperty, commodities etc.), along with complex and structured loans; and

(b) commercial banking, i.e. trade and export finance, including domestic and international cashmanagement, short-term and medium-term trade finance, syndicated loans, leasing, factoring,international trade (letters of credit, receipts, pre-financing export, buyer credits, forfaiting etc.),domestic and international guarantees, market guarantees and interest rates and foreign exchangerisk management products, as well as debt optimisation and distribution with syndicated loans.

Capital markets and investment banking covers treasury and liquidity management, fixed income, foreignexchange, credit markets, mergers and acquisitions, equity capital markets and equity derivatives.

Crédit Agricole Corporate and Investment Bank also runs a wealth management business in Europe out ofSwitzerland, Luxembourg and Monaco.

S&P has affirmed A/A-1 ratings for long and short term unsecured debt on 2 December 2015 with a stableperspective; Moody’s has affirmed A1/P-1 ratings on 19 July 2016 upgrading one notch long-term ratingsto A1 with a perspective revised to stable from positive and Fitch has affirmed A+/Stable/F1 ratings on 23May 2017 upgrading long-term ratings to A+ with a perspective revised to stable from positive.

Any further information on Crédit Agricole Corporate and Investment Bank can be obtained on CréditAgricole Corporate and Investment Bank's website at www.ca-cib.com. This website does not form part ofthis prospectus.

The information in the preceding paragraphs has been provided by the Swap Counterparty for use in thisOffering Circular and the Swap Counterparty is solely responsible for the accuracy of the precedingparagraphs.

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To the best knowledge and belief of the Issuer, the above information has been accurately reproduced. TheIssuer is able to ascertain from the above information published by the Swap Counterparty that no factshave been omitted which would render the reproduced information inaccurate or misleading.

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SECURITY TRUSTEE

Wilmington Trust SP Services (Frankfurt) GmbH has been appointed as Security Trustee under the TrustAgreement.

Wilmington Trust SP Services (Frankfurt) GmbH, a company with limited liability incorporated under thelaws of Germany and having its registered office at Steinweg 3-5, 60313 Frankfurt am Main, Germany (the"Security Trustee") will provide the trustee services to the Noteholders pursuant the Trust Agreement.Wilmington Trust SP Services (Frankfurt) GmbH belongs to the worldwide active Wilmington Trust groupwith Wilmington Trust Corporation as its head.

Wilmington Trust Corporation is a 100 per cent subsidiary of the M&T Bank Corp., Buffalo/New York,USA, the stock of which is traded on the New York Stock Exchange (NYSE, stock trading symbol: MTB).

The Wilmington Trust group has existed for more than 100 years being a major player in the trust business.Wilmington Trust is mandated in over 3,000 mortgage and asset-backed securitisations representing nearly200 issuers and a wide variety of asset classes. Wilmington Trust is the independent and neutral partnerwith no lending or securities underwriting conflicts.

The information in the preceding 4 paragraphs has been provided by Wilmington Trust SP Services(Frankfurt) GmbH for use in this Offering Circular and Wilmington Trust SP Services (Frankfurt) GmbH issolely responsible for the accuracy of the preceding 4 paragraphs. Except for the foregoing 4 paragraphs,Wilmington Trust SP Services (Frankfurt) GmbH in its capacity as Security Trustee, and its affiliates havenot been involved in the preparation of, and do not accept responsibility for, this Offering Circular.

To the best knowledge and belief of the Issuer, the above information has been accurately reproduced. TheIssuer is able to ascertain from the above information published by the Security Trustee that no facts havebeen omitted which would render the reproduced information inaccurate or misleading.

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ACCOUNT BANK, CASH ADMINISTRATOR, PAYING AGENT AND INTERESTDETERMINATION AGENT

This description of Account Bank, Paying Agent, Cash Administrator and Interest Determination Agentdoes not purport to be an abstract of, and is therefore subject to, and qualified in its entirety by referenceto, the detailed provisions of the Account Agreement, the Agency Agreement and the other TransactionDocuments.

The Bank of New York Mellon, a wholly owned subsidiary of The Bank of New York Mellon Corporation,is incorporated, with limited liability by Charter, under the Laws of the State of New York by special act ofthe New York State Legislature, Chapter 616 of the Laws of 1871, with its Head Office situated at OneWall Street, New York, NY 10286, USA and having a branch registered in England & Wales with FC No005522 and BR No 000818 with its principal office in the United Kingdom situated at One Canada Square,London E14 5AL.

The Bank of New York Mellon’s corporate trust business services $12 trillion in outstanding debt from 55locations around the world. It services all major debt categories, including corporate and municipal debt,mortgage-backed and asset-backed securities, collateralized debt obligations, derivative securities andinternational debt offerings. The Bank of New York Mellon’s corporate trust and agency services aredelivered through The Bank of New York Mellon and The Bank of New York Mellon Trust Company,N.A.

The Bank of New York Mellon Corporation is a global financial services company focused on helpingclients manage and service their financial assets, operating in 35 countries and serving more than 100markets. The company is a leading provider of financial services for institutions, corporations and high-net-worth individuals, providing superior asset management and wealth management, asset servicing, issuerservices, clearing services and treasury services through a worldwide client-focused team. It has more than$26 trillion in assets under custody and administration and more than $1.4 trillion in assets undermanagement. Additional information is available at bnymellon.com.

The information in the preceding 3 paragraphs has been provided by The Bank of New York Mellon foruse in this Offering Circular and The Bank of New York Mellon is solely responsible for the accuracy ofthe preceding 3 paragraphs. Except for the foregoing 3 paragraphs, The Bank of New York Mellon in itscapacity as Account Bank, Cash Administrator, Paying Agent and Interest Determination Agent has notbeen involved in the preparation of and does not accept responsibility for, this Offering Circular.

The delivery of this Offering Circular shall not create any implication that there has been no change in theaffairs of The Bank of New York Mellon since the date hereof, or that the information contained or referredto herein is correct as of any time subsequent to such date.

To the best knowledge and belief of the Issuer, the above information has been accurately reproduced. TheIssuer is able to ascertain from the above information published by the Account Bank, Cash Administrator,Paying Agent and Interest Determination Agent that no facts have been omitted which would render thereproduced information inaccurate or misleading.

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CORPORATE ADMINISTRATION

Pursuant to the Corporate Services Agreement, the Issuer has appointed Circumference FS (Luxembourg)S.A. as the corporate services provider (the "Corporate Services Provider") to provide management,secretarial and administrative services to the Issuer including the provision of managing directors(Geschäftsführer) of the Issuer. It is not in any manner associated with the Issuer or with the VolkswagenGroup. Circumference FS (Luxembourg) S.A. will, inter alia, provide the following services:

(a) provide the Issuer with a registered office and make available telecommunication facilities andpremises for the purposes of the transaction;

(b) convene meetings of shareholders;

(c) prepare and maintain all necessary books and records;

(d) procure that the annual accounts and tax returns of the Issuer are prepared, audited and filed;

(e) deal with correspondence relating to the transaction; and

(f) carry on the administration of the Issuer.

Circumference FS (Luxembourg) S.A. will, furthermore act at all times in accordance with all reasonableand proper directions, orders and instructions given to it in writing or in board meetings by the board ofdirectors of the Issuer.

As consideration for the performance of its services and functions under the Corporate Services Agreement,the Issuer will pay the Corporate Services Provider a fee as separately agreed. Recourse of the CorporateServices Provider against the Issuer is limited accordingly. See "CONDITIONS OF THE NOTES".

The Corporate Services Provider and the Issuer may terminate the Corporate Services Agreement at anytime upon giving not less than three (3) months prior notice to the other party, however, no termination bythe Corporate Services Provider shall become effective until a successor Corporate Services Provider isappointed that is acceptable to the Issuer, is independent from, and maintains no relationships other thanstandard arm's length business relationships with VWFS, the Joint Lead Managers, the Managers and suchreplacement administrator enters into an administration agreement on substantially similar terms asprovided for in the Corporate Services Agreement.

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CONDITIONS OF THE NOTES

Conditions of the Class A Notes

The terms and conditions of the Class A Notes (the "Conditions") are set out below. Annex A to theConditions sets out the "TRUST AGREEMENT", Annex B to the Conditions sets out the "MASTERDEFINITIONS SCHEDULE". In case of any overlap or inconsistency in the definition of a term orexpression in the Conditions and elsewhere in this Offering Circular, the definition contained in theConditions will prevail. For Annex A referred to under the Conditions of the Class A Notes see "TRUSTAGREEMENT". For Annex B referred to under the Conditions of the Class A Notes see "MASTERDEFINITIONS SCHEDULE".

1. Form and Nominal Amount

1.1. The issue by Driver UK Multi-Compartment S.A., acting for and on behalf of its CompartmentDriver UK six (the "Issuer") in an aggregate nominal amount of GBP 340,200,000 (the "NominalAmount") is divided into

3,402 Class A Notes due February 2026 issued in registered global note form,

(the "Class A Notes")

each having a nominal amount of GBP 100,000

1.2. The Class A Notes are issued in registered form and represented by a registered global note (the"Global Note") without coupons. The Global Note shall be deposited with a Common Safekeeperfor Clearstream Luxembourg and Euroclear and will be held in book-entry form only. The GlobalNote will bear the personal signatures of two duly authorised directors of the Issuer and will beauthenticated by one or more employees or attorneys of The Bank of New York Mellon SA/NV,Luxembourg branch (the "Registrar") and will be effectuated by the Common Safekeeper.

1.3. The Issuer will cause to be kept at the specified office of the Registrar a register (the "Register")on which will be entered the name and address of the Registered Holder (as defined below) and theparticulars of such Class A Notes held by it and all transfers and payments (of interest andprincipal) of such Class A Notes. The rights of the Registered Holder (as defined below) evidencedby the Global Note and title to the Global Note itself pass by assignment and registration in theRegister. The Global Note representing the Class A Notes will be issued in the name of a nomineeof the Common Safekeeper (the "Registered Holder"). The Registered Holder will be registeredas Noteholder in the Register.

1.4. Notwithstanding paragraph 1.3, each person (other than Euroclear or Clearstream Luxembourg)who is for the time being shown in the records of Euroclear and/or Clearstream Luxembourg, asthe holder of a particular nominal amount of such Class A Notes (in which regard any certificate orother document issued by Euroclear or Clearstream Luxembourg, as to the nominal amount ofNotes standing to the account of any person shall be conclusive and binding for all purposes savein the case of manifest error) shall be treated by the Issuer and any paying agent as the holder ofsuch nominal amount of the Class A Notes for all purposes (and the expressions "Noteholder" and"holder of Notes" and related expressions shall be construed accordingly).

1.5. Notwithstanding paragraph 1.3, the interests in the Class A Notes represented by the Global Noteare transferable only according to applicable rules and regulations of Clearstream Luxembourg,and Euroclear, as the case may be. The Global Note will not be exchangeable for definitive ClassA Notes.

1.6. Simultaneously with the Class A Notes the Issuer has issued GBP 29,200,000 Class B FloatingRate Notes due February 2026 (the "Class B Notes" and together with the Class A Notes, the"Notes"), which rank junior to the Class A Notes with respect to payment of interest and principalas described in the Order of Priority.

1.7. The Issuer will borrow from the Subordinated Lender the Subordinated Loan in the nominalamount of GBP 72,501,234.61, which will rank junior to the Notes with respect to payment ofinterest and principal as described in the Order of Priority.

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1.8. The Notes are subject to the provisions of the Trust Agreement. The provisions of the TrustAgreement are set out in Annex A. Annex A constitutes part of these Conditions. The TrustAgreement is available for inspection during normal business hours at the specified offices of thePaying Agent.

2. Status and Ranking

2.1. The Class A Notes constitute direct, unconditional and secured obligations of the Issuer. The ClassA Notes rank pari passu among themselves.

2.2. The claims of the Class A Noteholders under the Class A Notes rank against the claims of all othercreditors of the Issuer in accordance with the Order of Priority, unless mandatory provisions of lawprovide otherwise.

3. The Issuer

The Issuer is a company incorporated with limited liability under the laws of Luxembourg and itsCompartment Driver UK six is set up solely for the purpose of issuing the Notes, raising theSubordinated Loan and concluding and executing various agreements in connection with the Issueof the Notes and the raising of the Subordinated Loan.

4. Assets of the Issuer for the Purpose of Payments on the Notes and on the Subordinated Loan,Provision of Security; Limited Payment Obligation

4.1. The Issuer will use the proceeds of the Issue of the Notes and of the Subordinated Loan to acquirefrom VWFS, pursuant to the Receivables Purchase Agreement, Initial Receivables and AncillaryRights arising from Financing Contracts which VWFS has concluded with private individual andcommercial Obligors and to acquire Additional Receivables from VWFS during the RevolvingPeriod. The collection and administration of the Purchased Receivables shall be carried out on thebasis of the Servicing Agreement between the Issuer, VWFS as Servicer and the Security Trustee.Furthermore, the Issuer has entered into additional agreements in connection with the acquisitionof the Purchased Receivables and the Issue of the Notes and the raising of the Subordinated Loan,the Corporate Services Agreement with the Corporate Services Provider, Swap Agreements withthe Swap Counterparty, the Agency Agreement with the Agents and VWFS, and the AccountAgreement with the Account Bank. The agreements and documents referred to in this Condition4.1 are collectively referred to as the "Transaction Documents" and the creditors of the Issuerunder these Transaction Documents are referred to as "Transaction Creditors".

4.2. The Issuer has transferred and assigned by way of first fixed security its interest in the PurchasedReceivables, all of its claims arising under the Relevant Contracts, its interest in the Accounts tothe Security Trustee as Security for its obligations under the Notes and other Secured Obligationspursuant to the Deed of Charge and Assignment and Assignations in Security. The Issuer hastransferred by way of security to the Security Trustee all its claims and other rights arising from theGerman Transaction Documents specified in the Trust Agreement.

4.3. All payment obligations of the Issuer under the Class A Notes, the Class B Notes and theSubordinated Loan Agreement constitute solely obligations to distribute amounts out of theAvailable Distribution Amount as generated, inter alia, by payments to the Issuer by the Obligorsand by the Swap Counterparty under the Swap Agreement(s) as available on the respectivePayment Dates according to the Order of Priority. The Class A Notes shall not give rise to anypayment obligation in excess of the foregoing and recourse shall be limited accordingly. The Issuershall hold all moneys paid to it in the Distribution Account. Furthermore, the Issuer will on orbefore the Issue Date establish and thereafter maintain the Cash Collateral Account to providelimited coverage for payments of interest and principal on the Notes and certain other amounts.Furthermore, the Issuer shall exercise all of its rights under the Transaction Documents with thedue care of a prudent businessman such that obligations under the Class A Notes may, subjectalways to the provisions of these Conditions of the Class A Notes as to the Order of Priority, beperformed to the fullest extent possible. To the extent that upon the exercise of such rights, fundsin the Distribution Account and/or the Cash Collateral Account will be insufficient to satisfy in fullthe claims of all Transaction Creditors any claims remaining unpaid shall be extinguished at theClass A Final Maturity Date which is 24 months after the Class A Scheduled Repayment Date andthe Issuer shall have no further obligations thereto and, for the avoidance of doubt, neither the

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Class A Noteholders nor the Security Trustee shall have any further claims against the Issuer inrespect of such claims remaining unpaid.

4.4. The enforcement of the payment obligations under the Class A Notes, the Class B Notes, the SwapAgreements and the Subordinated Loan Agreement pursuant to paragraph 4.3 shall only beeffected by the Security Trustee for the benefit of all Class A Noteholders, all Class B Noteholders,the Swap Counterparty, the Subordinated Lender and the other Secured Creditors. The SecurityTrustee is required to foreclose on the Security upon the occurrence of a Foreclosure Event, on theconditions and in accordance with the terms set forth in the Trust Agreement.

4.5. The other parties to the Transaction Documents shall not be liable for the obligations of the Issuer.

4.6. No shareholder, officer, director, employee or manager of the Issuer or of Volkswagen AG or itsaffiliates shall incur any personal liability as a result of the performance or non-performance by theIssuer of its obligations under the Transaction Documents and no Noteholder or TransactionCreditor shall have recourse against such Persons.

5. Further Covenants of the Issuer

5.1. As long as any of the Notes and/or the Subordinated Loan remains outstanding, the Issuer is notentitled, without the prior consent of the Security Trustee, to disregard its obligations described inClause 37 (Negative Undertakings) of the Trust Agreement.

5.2. The counterparties of the Transaction Documents are not liable to procure the Issuer's compliancewith its covenants.

6. Payment Date, Payment Related Information

6.1. The Issuer shall inform the Class A Noteholders, no later than on the Servicer Report PerformanceDate by means of a publication specified in Condition 11, with reference to the Payment Date (asdescribed below) of such month, as follows:

(a) the repayment of the nominal amount payable on each of the Class A Notes (if any) andthe amount of interest calculated and payable on the Class A Notes on the succeedingPayment Date;

(b) the nominal amount remaining outstanding on each of the Class A Notes as per eachrespective Payment Date and the amount of interest remaining unpaid, if any, on the ClassA Notes as from such Payment Date;

(c) the Class A Notes Factor, which shall be calculated as follows:

NF =340,200,000 − KR

340,200,000

whereby NF means the Class A Notes Factor which is calculated to six decimalplaces and KR means the total of all principal repayments of the nominal amountof all Class A Notes paid respectively on each Payment Date up to (but excluding)the relevant respective Payment Date;

(d) the remaining General Cash Collateral Amount; and

(e) in the event of the final Payment Date with respect to the Class A Notes, the fact that thisis the last Payment Date.

6.2. The Issuer shall make available for inspection by the Class A Noteholders, in its offices at 52-54avenue du X Septembre, L-2550 Luxembourg and at the specified offices of the Paying Agent andduring normal business hours, the documents from which the figures reported to the Class ANoteholders are calculated.

7. Payments of Interest

7.1. Subject to the limitations set forth in Condition 4.3 the outstanding principal amount in respect ofthe Class A Notes shall, subject to 7.2 below, bear interest from (and including) the Issue Date

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until (and including) the day preceding the day on which the principal amount has been reduced tozero.

7.2. The amount of interest payable in respect of all Class A Notes on any Payment Date shall becalculated not later than on the first day of the Interest Period by applying the interest rate for therelevant Interest Period pursuant to Condition 7.3 to the principal amount outstanding immediatelyprior to the relevant Payment Date and multiplying the result by the actual number of days in therelevant Interest Period divided by 365 and rounding the result to the nearest full penny, all asdetermined by the Interest Determination Agent (the "Interest Determination Agent").

7.3. The interest rate calculated pursuant to Condition 7.2 shall be the sum (subject to a floor of zero) ofLIBOR plus 0.480 per cent. (the "Class A Notes Interest Rate"). LIBOR shall be determined bythe Interest Determination Agent on the first day of the relevant Interest Period.

7.4. Accrued Interest not paid on the Class A Notes on the Payment Date related to the Interest Periodin which it accrued, will be an Interest Shortfall with respect to the Class A Notes and willconstitute a Foreclosure Event if such Interest Shortfall continues for a period of five BusinessDays.

7.5. On each Payment Date, the Issuer shall, subject to Condition 4.3, pay to the Class A Noteholdersinterest at the Class A Notes Interest Rate on the nominal amount of the Class A Notes outstandingimmediately prior to the respective Payment Date.

8. Payment obligations; Agents

8.1. On each Payment Date following the end of the Revolving Period, the Issuer shall, subject toCondition 4.3, redeem the nominal amount of the Class A Notes by paying principal according tothe Class A Amortisation Amount, which comprises payment of the amount of the Note PrincipalAmount Outstanding of the Class A Notes until the Note Principal Amount Outstanding of theClass A Notes equals the Targeted Class A Note Balance. Following the occurrence of aForeclosure Event, payments on the Class A Notes and the Class B Notes will be madesequentially. The record date shall be the close of the Business Day (in the ICSDs' city) prior to therelevant Payment Date. All payments to the Class A Noteholders shall be subject to the conditionthat, if a payment is made to the Class A Noteholders in breach of the Order of Priority, the Issuershall make future payments to the Noteholders hereunder only in such a way that any over- orunder-payments made in breach of Clause 21 (Order of Priority) of the Trust Agreement are set offby correspondingly increased or decreased payments on the immediately following Payment Date(and, to the extent necessary, on all subsequent Payment Dates).

8.2. Sums which are to be paid to the Class A Noteholders shall be rounded to the nearest full pennyamount for each of the Class A Notes. The amount of such rounding down to the nearest full pennyamount shall be used on the next following Payment Date and any surplus carried over to thefollowing Payment Date. The Servicer shall be entitled to any amount resulting from roundingdifferences of less than GBP 500 remaining on the Class A Final Maturity Date (as defined below).

8.3. Payments of principal and interest, if any, on the Notes shall be made by the Paying Agent on theIssuer's behalf for further payment to Clearstream Luxembourg and Euroclear or to its order forcredit to the relevant account holders of Euroclear and Clearstream Luxembourg. All Payments inrespect of any Note made by, or on behalf of, the Issuer to, or to the order of Euroclear orClearstream Luxembourg shall discharge the liability of the Issuer under such Note to the extent ofsums so paid.

8.4. The first Payment Date shall be 25 October 2017. The final payment of the then outstandingprincipal amount plus interest thereon is expected to take place on or before the Class A ScheduledRepayment Date. All payments of interest on and principal of the Class A Notes will be due andpayable at the latest in full on the Class A Final Maturity Date.

8.5. Payments by the Paying Agent, which may also include a substitute or alternative paying agentpursuant to Condition 8.6, shall be made from the Issuer's Accounts with The Bank of New YorkMellon, London Branch (the "Account Bank") without having to execute an affidavit or fulfil anyformalities other than the compliance with tax, currency exchange or other regulations of thecountry where the payment takes place. The Issuer is entitled to transfer paid-in amounts to the

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Account Bank prior to the Payment Date and leave with the Account Bank any amounts notclaimed by the Noteholders upon maturity.

8.6. The Bank of New York Mellon, London Branch in its capacity as the Paying Agent, the InterestDetermination Agent and The Bank of New York Mellon SA/NV, Luxembourg branch as theRegistrar, respectively, shall act solely as the agent of the Issuer and shall not maintain an agencyor trust relationship with the holders of the Class B Notes. The Issuer may appoint a new registrar,a new paying agent and/or a new interest determination agent, or if there are grounds to do so,appoint an alternative registrar, paying agent and/or an alternative interest determination agent andrevoke the appointment of the Registrar, Paying Agent and/or the Interest Determination Agent.Appointments and revocations thereof shall be announced pursuant to Condition 11. The Issuerwill ensure that during the term of the Notes and as long as the Notes are listed on the official listand admitted to trading on the regulated market of the Luxembourg Stock Exchange a paying agentwill be appointed at all times and that it will be released from the restrictions of § 181 of theGerman Civil Code (Bürgerliches Gesetzbuch).

9. Taxes

Payments shall only be made after the deduction and withholding of current or future taxes, leviesor government charges, regardless of their nature, which are imposed, raised or collected(hereinafter collectively referred to as "taxes") on the basis of the applicable laws of, or for theaccount of, an authority or government agency authorised to levy taxes or of any country whichclaims fiscal jurisdiction, to the extent that such a collection is prescribed by applicable law (orpursuant to FATCA). The Issuer shall render an account of the deducted or withheld taxes accruingto the competent government agencies and shall, upon a Class A Noteholder's request, provideproof thereof. It is not obliged to pay any additional amounts as a result of the deduction orwithholding.

10. Replacement of Issuer

10.1. The Issuer is at any time entitled to appoint another company (the "New Issuer") in place of theIssuer as debtor for all obligations arising from and in connection with the Notes insofar as (i) theNew Issuer assumes all rights and duties of the Issuer under or pursuant to the Class A Notes, theClass B Notes and any other Transaction Documents by means of an agreement with the Issuer;provided further, the Security is, upon the Issuer's replacement, to be held by the Security Trusteefor the purpose of securing the obligations of the New Issuer, (ii) no further expenses or legaldisadvantages of any kind arise for the Class A Noteholders, the Class B Noteholders or theSubordinated Lender of the Subordinated Loan Agreement from such an assumption of debt andthis fact has been established in legal opinions which can be examined at the premises of thePaying Agent, (iii) the New Issuer provides proof that it has obtained all of the necessarygovernmental approvals in the country in which it has its corporate seat and that it may fulfil all ofthe duties arising out of or in connection with the Trust Agreement without discrimination againstthe Noteholders or the Subordinated Lender of the Subordinated Loan Agreement as a whole, (iv)the Issuer and the New Issuer conclude such agreements and execute such documents which theSecurity Trustee considers necessary for the effectiveness of the replacement, and (v) the NewIssuer is incorporated under a tax neutral jurisdiction. Upon fulfilment of the aforementionedconditions, the New Issuer shall in every respect replace the Issuer, and the Issuer shall be releasedfrom all obligations relating to the function of an issuer vis-à-vis the Class A Noteholders under orin connection with the Class A Notes, the Class B Noteholders under or in connection with theClass B Notes and the Subordinated Lender under or in connection with the Subordinated LoanAgreement.

10.2. Such replacement of the Issuer must be published in accordance with Condition 11.

10.3. In the event of such replacement of the Issuer, each reference to the Issuer in these Conditions ofthe Class A Notes shall be deemed to be a reference to the New Issuer.

11. Notices

11.1. Notices to the Noteholders will be validly given if transmitted individually to the address set out inthe Register for such Noteholder.

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11.2. As long as the Global Note is registered in the Name of the Registered Holder notices toNoteholders may be validly given if transmitted to Euroclear and Clearstream Luxembourg forfurther communication to the persons shown as holders of the Notes in their records. Any notice sogiven shall be deemed to have been given to all Noteholders on the seventh day after the day onwhich the said notice was given to Euroclear and Clearstream Luxembourg.

11.3. In addition, as long as the Notes are listed on the official list of the Luxembourg Stock Exchangeand the rules of such exchange so require, all notices to the Noteholders regarding the Class ANotes shall be published in a newspaper having general circulation in Luxembourg (which isexpected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange(www.bourse.lu). Any notice referred to above shall be deemed to have been given to allNoteholders on the seventh day after the day on which the said notice was published in anewspaper having general circulation in Luxembourg (which is expected to be the LuxemburgerWort) or on the website of the Luxembourg Stock Exchange (www.bourse.lu). Should an officiallisting be absent, then such notices shall be published in the electronic German Federal Gazette(elektronischer Bundesanzeiger).

11.4. Additionally, investor reports with the information set forth in Condition 6 will be made availableto the Noteholders via the website of TSI (www.true-sale-international.de). This Offering Circularrelating to the Conditions will be published on the website of the Luxembourg Stock Exchange(www.bourse.lu).

12. Miscellaneous

12.1. The form and content of the Class A Notes and all of the rights and obligations of the Class ANoteholders, the Issuer, the Paying Agent, the Registrar and the Servicer under these Class ANotes shall be governed by and subject in all respects to the laws of Germany. For the avoidance ofdoubt, the provisions of articles 84 to 94-8 of the Luxembourg Companies Act relating to thenoteholders' representations and the noteholder register are expressly excluded.

12.2. Should any of the provisions hereof be or become invalid in whole or in part, the other provisionsshall remain in force. The invalid provision shall to the extent permitted by law, according to theintent and purpose of these Conditions, be replaced by the applicable valid provision of the laws ofGermany which in its economic effect comes as close as legally possible to that of the invalidprovision.

12.3. The place of performance and venue for legal proceedings is Frankfurt am Main, Germany. TheGerman courts have jurisdiction for the annulment of the Global Note in the event of loss ordestruction.

12.4. For any legal proceedings brought in connection with these Conditions of the Notes which havebeen initiated against the Issuer in a court of Germany, the Issuer grants Wilmington Trust SPServices (Frankfurt) GmbH, Steinweg 3-5, 60313 Frankfurt am Main, Germany, the authority toaccept service of process. The Issuer undertakes to maintain an agent for accepting such service inGermany for as long as any of the Notes are outstanding.

12.5. The Class A Noteholders may agree to amendments of the Conditions applicable to Class A Notesby majority vote and may appoint a noteholder's representative (gemeinsamer Vertreter) for allClass A Noteholders for the preservation of their rights (§ 5, paragraph (1) sentence 1 of theGerman Debenture Act (Gesetz über Schuldverschreibungen aus Gesamtemissionen(Schuldverschreibungsgesetz - SchVG)).

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Conditions of the Class B Notes

The terms and conditions of the Class B Notes (the "Conditions") are set out below. Annex A to theConditions sets out the "TRUST AGREEMENT", Annex B to the Conditions sets out the "MASTERDEFINITIONS SCHEDULE". In case of any overlap or inconsistency in the definition of a term orexpression in the Conditions and elsewhere in this Offering Circular, the definition contained in theConditions will prevail. For Annex A referred to under the Conditions of the Class B Notes see "TRUSTAGREEMENT". For Annex B referred to under the Conditions of the Class B Notes see "MASTERDEFINITIONS SCHEDULE".

1. Form and Nominal Amount

1.1. The issue by Driver UK Multi-Compartment S.A., acting for and on behalf of its CompartmentDriver UK six (the "Issuer") in an aggregate nominal amount of GBP 29,200,000 (the "NominalAmount") is divided into

292 Class B Notes due February 2026 issued in registered global note form,

(the "Class B Notes")

each having a nominal amount of GBP 100,000

1.2. The Class B Notes are issued in registered form and represented by a registered global note (the"Global Note") without coupons. The Global Note shall be deposited with a common depositaryfor Clearstream Luxembourg and Euroclear and will be held in book-entry form only. The GlobalNote will bear the personal signatures of two duly authorised directors of the Issuer and will beauthenticated by one or more employees or attorneys of The Bank of New York Mellon SA/NV,Luxembourg branch (the "Registrar").

1.3. The Issuer will cause to be kept at the specified office of the Registrar a register (the "Register")on which will be entered the name and address of the Registered Holder (as defined below) and theparticulars of such Class B Notes held by it and all transfers and payments (of interest andprincipal) of such Class B Notes. The rights of the Registered Holder (as defined below) evidencedby the Global Note and title to the Global Note itself pass by assignment and registration in theRegister. The Global Note representing the Class B Notes will be issued in the name of a nomineeof the common depositary for Clearstream Luxembourg and Euroclear (the "Registered Holder").The Registered Holder will be registered as Noteholder in the Register.

1.4. Notwithstanding paragraph 1.3 of this Condition 1, each person (other than Euroclear orClearstream Luxembourg) who is for the time being shown in the records of Euroclear and/orClearstream Luxembourg, as the holder of a particular nominal amount of such Class B Notes (inwhich regard any certificate or other document issued by Euroclear or Clearstream Luxembourg, asto the nominal amount of Notes standing to the account of any person shall be conclusive andbinding for all purposes save in the case of manifest error) shall be treated by the Issuer and anypaying agent as the holder of such nominal amount of the Class B Notes for all purposes (and theexpressions "Noteholder" and "holder of Notes" and related expressions shall be construedaccordingly).

1.5. Notwithstanding paragraph 1.3 of this Condition 1, the interests in the Class B Notes representedby the Global Note are transferable only according to applicable rules and regulations ofClearstream Luxembourg, and Euroclear, as the case may be. The Global Note will not beexchangeable for definitive Class B Notes.

1.6. Simultaneously with the Class B Notes the Issuer has issued GBP 340,200,000 Class A FloatingRate Notes due February 2026 (the "Class A Notes" and together with the Class B Notes, the"Notes"). The Class B Notes rank junior to the Class A Notes with respect to payment of interestand principal as described in the Order of Priority.

1.7. The Issuer will borrow from the Subordinated Lender the Subordinated Loan in the nominalamount of GBP 72,501,234.61 which will rank junior to the Notes with respect to payment ofinterest and principal as described in the Order of Priority.

1.8. The Notes are subject to the provisions of the Trust Agreement. The provisions of the TrustAgreement are set out in Annex A. Annex A constitutes part of these Conditions. The Trust

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Agreement is available for inspection during normal business hours at the specified offices of thePaying Agent.

2. Status and Ranking

2.1. The Class B Notes constitute direct, unconditional and secured obligations of the Issuer. The ClassB Notes rank pari passu among themselves.

2.2. The claims of the Class B Noteholders under the Class B Notes rank against the claims of all othercreditors of the Issuer in accordance with the Order of Priority, unless mandatory provisions of lawprovide otherwise.

3. The Issuer

The Issuer is a company incorporated with limited liability under the laws of Luxembourg and itsCompartment Driver UK six is set up solely for the purpose of issuing the Notes, raising theSubordinated Loan and concluding and executing various agreements in connection with the Issueof the Notes and the raising of the Subordinated Loan.

4. Assets of the Issuer for the Purpose of Payments on the Notes and on the Subordinated Loan,Provision of Security; Limited Payment Obligation

4.1. The Issuer will use the proceeds of the Issue of the Notes and of the Subordinated Loan to acquirefrom VWFS, pursuant to the Receivables Purchase Agreement, Initial Receivables and AncillaryRights arising from Financing Contracts which VWFS has concluded with private individual andcommercial Obligors and to acquire Additional Receivables from VWFS during the RevolvingPeriod. The collection and administration of the Purchased Receivables shall be carried out on thebasis of the Servicing Agreement between the Issuer, VWFS as Servicer and the Security Trustee.Furthermore, the Issuer has entered into additional agreements in connection with the acquisitionof the Purchased Receivables and the Issue of the Notes and the raising of the Subordinated Loan,the Corporate Services Agreement with the Corporate Services Provider, Swap Agreements withthe Swap Counterparty, the Agency Agreement with the Agents and VWFS, and the AccountAgreement with the Account Bank. The agreements and documents referred to in this Condition4.1 are collectively referred to as the "Transaction Documents" and the creditors of the Issuerunder these Transaction Documents are referred to as "Transaction Creditors".

4.2. The Issuer has transferred and assigned by way of first fixed security its interest in the PurchasedReceivables, all of its claims arising under the Relevant Contracts, its interest in the Accounts tothe Security Trustee as Security for its obligations under the Notes and other Secured Obligationspursuant to the Deed of Charge and Assignment and Assignations in Security. The Issuer hastransferred by way of security to the Security Trustee all its claims and other rights arising from theGerman Transaction Documents specified in the Trust Agreement.

4.3. All payment obligations of the Issuer under the Class A Notes, the Class B Notes and theSubordinated Loan Agreement constitute solely obligations to distribute amounts out of theAvailable Distribution Amount as generated, inter alia, by payments to the Issuer by the Obligorsand by the Swap Counterparty under the Swap Agreement(s) as available on the respectivePayment Dates according to the Order of Priority. The Class B Notes shall not give rise to anypayment obligation in excess of the foregoing and recourse shall be limited accordingly. The Issuershall hold all moneys paid to it in the Distribution Account. Furthermore, the Issuer will on orbefore the Issue Date establish and thereafter maintain the Cash Collateral Account to providelimited coverage for payments of interest and principal on the Notes and certain other amounts.Furthermore, the Issuer shall exercise all of its rights under the Transaction Documents with thedue care of a prudent businessman such that obligations under the Class B Notes may, subjectalways to the provisions of these Conditions of the Class B Notes as to the Order of Priority, beperformed to the fullest extent possible. To the extent that upon the exercise of such rights, fundsin the Distribution Account and/or the Cash Collateral Account will be insufficient to satisfy in fullthe claims of all Transaction Creditors any claims remaining unpaid shall be extinguished at theClass B Final Maturity Date which is 24 months after the Class B Scheduled Repayment Date andthe Issuer shall have no further obligations thereto and, for the avoidance of doubt, neither theClass B Noteholders nor the Security Trustee shall have any further claims against the Issuer inrespect of such claims remaining unpaid.

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4.4. The enforcement of the payment obligations under the Class A Notes, the Class B Notes, the SwapAgreements and the Subordinated Loan Agreement pursuant to paragraph 4.3 shall only beeffected by the Security Trustee for the benefit of all Class A Noteholders, all Class B Noteholders,the Swap Counterparty, the Subordinated Lender and the other Secured Creditors. The SecurityTrustee is required to foreclose on the Security upon the occurrence of a Foreclosure Event, on theconditions and in accordance with the terms set forth in the Trust Agreement.

4.5. The other parties to the Transaction Documents shall not be liable for the obligations of the Issuer.

4.6. No shareholder, officer, director, employee or manager of the Issuer or of Volkswagen AG or itsaffiliates shall incur any personal liability as a result of the performance or non-performance by theIssuer of its obligations under the Transaction Documents and no Noteholder or TransactionCreditor shall have recourse against such Persons.

5. Further Covenants of the Issuer

5.1. As long as any of the Notes and/or the Subordinated Loan remains outstanding, the Issuer is notentitled, without the prior consent of the Security Trustee, to disregard its obligations described inClause 37 (Negative Undertakings) of the Trust Agreement.

5.2. The counterparties of the Transaction Documents are not liable to procure the Issuer's compliancewith its covenants.

6. Payment Date, Payment Related Information

6.1. The Issuer shall inform the Class B Noteholders, no later than on the Servicer Report PerformanceDate by means of a publication specified in Condition 11, with reference to the Payment Date (asdescribed below) of such month, as follows:

(a) the repayment of the nominal amount payable on each of the Class B Notes (if any) andthe amount of interest calculated and payable on the Class B Notes on the succeedingPayment Date;

(b) the nominal amount remaining outstanding on each of the Class B Notes as per eachrespective Payment Date and the amount of interest remaining unpaid, if any, on the ClassB Notes as from such Payment Date;

(c) the Class B Notes Factor, which shall be calculated as follows:

NF =29,200,000 − KR

29,200,000

whereby NF means the Class B Notes Factor which is calculated to six decimalplaces and KR means the total of all principal repayments of the nominal amountof all Class B Notes paid respectively on each Payment Date up to (but excluding)the relevant respective Payment Date;

(d) the remaining General Cash Collateral Amount; and

(e) in the event of the final Payment Date with respect to the Class B Notes, the fact that thisis the last Payment Date.

6.2. The Issuer shall make available for inspection by the Class B Noteholders, in its offices at 52-54avenue du X Septembre, L-2550 Luxembourg and at the specified offices of the Paying Agent andduring normal business hours, the documents from which the figures reported to the Class BNoteholders are calculated.

7. Payments of Interest

7.1. Subject to the limitations set forth in Condition 4.3 the outstanding principal amount in respect ofthe Class B Notes shall, subject to 7.2 below, bear interest from (and including) the Issue Dateuntil (and including) the day preceding the day on which the principal amount has been reduced tozero.

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7.2. The amount of interest payable in respect of all Class B Notes on any Payment Date shall becalculated not later than on the first day of the Interest Period by applying the interest rate for therelevant Interest Period pursuant to Condition 7.3 to the principal amount outstanding immediatelyprior to the relevant Payment Date and multiplying the result by the actual number of days in therelevant Interest Period divided by 365 and rounding the result to the nearest full penny, all asdetermined by the Interest Determination Agent (the "Interest Determination Agent").

7.3. The interest rate calculated pursuant to Condition 7.2 shall be the sum (subject to a floor of zero) ofLIBOR plus 0.90 per cent. (the "Class B Notes Interest Rate"). LIBOR shall be determined by theInterest Determination Agent on the first day of the relevant Interest Period.

7.4. Accrued Interest not paid on the Class B Notes on the Payment Date related to the Interest Periodin which it accrued, will be an Interest Shortfall with respect to the Class B Notes.

7.5. On each Payment Date, the Issuer shall, subject to Condition 4.3, pay to the Class B Noteholdersinterest at the Class B Notes Interest Rate on the nominal amount of the Class B Notes outstandingimmediately prior to the respective Payment Date.

8. Payment obligations; Agents

8.1. On each Payment Date following the end of the Revolving Period, the Issuer shall, subject toCondition 4.3, redeem the nominal amount of the Class B Notes by paying principal according tothe Class B Amortisation Amount, which comprises payment of the amount of the Note PrincipalAmount Outstanding of the Class B Notes until the Note Principal Amount Outstanding of theClass B Notes equals the Targeted Class B Note Balance. Following the occurrence of aForeclosure Event, payments on the Class A Notes and the Class B Notes will be madesequentially. The record date shall be the close of the Business Day (in the ICSDs' city) prior to therelevant Payment Date. All payments to the Class B Noteholders shall be subject to the conditionthat, if a payment is made to the Class B Noteholders in breach of the Order of Priority, the Issuershall make future payments to the Noteholders hereunder only in such a way that any over- orunder-payments made in breach of Clause 21 (Order of Priority) of the Trust Agreement are set offby correspondingly increased or decreased payments on the immediately following Payment Date(and, to the extent necessary, on all subsequent Payment Dates).

8.2. Sums which are to be paid to the Class B Noteholders shall be rounded to the nearest full pennyamount for each of the Class B Notes. The amount of such rounding down to the nearest full pennyamount shall be used on the next following Payment Date and any surplus carried over to thefollowing Payment Date. The Servicer shall be entitled to any amount resulting from roundingdifferences of less than GBP 500 remaining on the Class B Final Maturity Date (as defined below).

8.3. Payments of principal and interest, if any, on the Notes shall be made by the Paying Agent on theIssuer's behalf for further payment to Clearstream Luxembourg and Euroclear or to its order forcredit to the relevant account holders of Euroclear and Clearstream Luxembourg. All Payments inrespect of any Note made by, or on behalf of, the Issuer to, or to the order of Euroclear orClearstream Luxembourg shall discharge the liability of the Issuer under such Note to the extent ofsums so paid.

8.4. The first Payment Date shall be 25 October 2017. The final payment of the then outstandingprincipal amount plus interest thereon is expected to take place on or before the Class B ScheduledRepayment Date. All payments of interest on and principal of the Class B Notes will be due andpayable at the latest in full on the Class B Final Maturity Date.

8.5. Payments by the Paying Agent, which may also include a substitute or alternative paying agentpursuant to Condition 8.6, shall be made from the Issuer's Accounts with The Bank of New YorkMellon, London Branch (the "Account Bank") without having to execute an affidavit or fulfil anyformalities other than the compliance with tax, currency exchange or other regulations of thecountry where the payment takes place. The Issuer is entitled to transfer paid-in amounts to theAccount Bank prior to the Payment Date and leave with the Account Bank any amounts notclaimed by the Noteholders upon maturity.

8.6. The Bank of New York Mellon, London Branch in its capacity as the Paying Agent, the InterestDetermination Agent and The Bank of New York Mellon SA/NV, Luxembourg branch as theRegistrar, respectively, shall act solely as the agent of the Issuer and shall not maintain an agency

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or trust relationship with the holders of the Class A Notes. The Issuer may appoint a new registrar,a new paying agent and/or a new interest determination agent, or if there are grounds to do so,appoint an alternative registrar, paying agent and/or an alternative interest determination agent andrevoke the appointment of the Registrar, Paying Agent and/or the Interest Determination Agent.Appointments and revocations thereof shall be announced pursuant to Condition 11. The Issuerwill ensure that during the term of the Notes and as long as the Notes are listed on the official listand admitted to trading on the regulated market of the Luxembourg Stock Exchange a paying agentwill be appointed at all times and that it will be released from the restrictions of § 181 of theGerman Civil Code (Bürgerliches Gesetzbuch).

9. Taxes

Payments shall only be made after the deduction and withholding of current or future taxes, leviesor government charges, regardless of their nature, which are imposed, raised or collected(hereinafter collectively referred to as "taxes") on the basis of the applicable laws of, or for theaccount of, an authority or government agency authorised to levy taxes or of any country whichclaims fiscal jurisdiction, to the extent that such a collection is prescribed by applicable law (orpursuant to FATCA). The Issuer shall render an account of the deducted or withheld taxes accruingto the competent government agencies and shall, upon a Class B Noteholder's request, provideproof thereof. It is not obliged to pay any additional amounts as a result of the deduction orwithholding.

10. Replacement of Issuer

10.1. The Issuer is at any time entitled to appoint another company (the "New Issuer") in place of theIssuer as debtor for all obligations arising from and in connection with the Notes insofar as (i) theNew Issuer assumes all rights and duties of the Issuer under or pursuant to the Class A Notes, theClass B Notes and any other Transaction Documents by means of an agreement with the Issuer;provided further, the Security is, upon the Issuer's replacement, to be held by the Security Trusteefor the purpose of securing the obligations of the New Issuer, (ii) no further expenses or legaldisadvantages of any kind arise for the Class A Noteholders, the Class B Noteholders or theSubordinated Lender of the Subordinated Loan Agreement from such an assumption of debt andthis fact has been established in legal opinions which can be examined at the premises of thePaying Agent, (iii) the New Issuer provides proof that it has obtained all of the necessarygovernmental approvals in the country in which it has its corporate seat and that it may fulfil all ofthe duties arising out of or in connection with the Trust Agreement without discrimination againstthe Noteholders or the Subordinated Lender of the Subordinated Loan Agreement as a whole, (iv)the Issuer and the New Issuer conclude such agreements and execute such documents which theSecurity Trustee considers necessary for the effectiveness of the replacement, and (v) the NewIssuer is incorporated under a tax neutral jurisdiction. Upon fulfilment of the aforementionedconditions, the New Issuer shall in every respect replace the Issuer, and the Issuer shall be releasedfrom all obligations relating to the function of an issuer vis-à-vis the Class A Noteholders under orin connection with the Class A Notes, the Class B Noteholders under or in connection with theClass B Notes and the Subordinated Lender under or in connection with the Subordinated LoanAgreement.

10.2. Such replacement of the Issuer must be published in accordance with Condition 11.

10.3. In the event of such replacement of the Issuer, each reference to the Issuer in these Conditions ofthe Class B Notes shall be deemed to be a reference to the New Issuer.

11. Notices

11.1. Notices to the Noteholders will be validly given if transmitted individually to the address set out inthe Register for such Noteholder.

11.2. As long as the Global Note is registered in the Name of the Registered Holder notices toNoteholders may be validly given if transmitted to Euroclear and Clearstream Luxembourg forfurther communication to the persons shown as holders of the Notes in their records. Any notice sogiven shall be deemed to have been given to all Noteholders on the seventh day after the day onwhich the said notice was given to Euroclear and Clearstream Luxembourg.

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11.3. In addition, as long as the Notes are listed on the official list of the Luxembourg Stock Exchangeand the rules of such exchange so require, all notices to the Noteholders regarding the Class BNotes shall be published in a newspaper having general circulation in Luxembourg (which isexpected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange(www.bourse.lu). Any notice referred to above shall be deemed to have been given to allNoteholders on the seventh day after the day on which the said notice was published in anewspaper having general circulation in Luxembourg (which is expected to be the LuxemburgerWort) or on the website of the Luxembourg Stock Exchange (www.bourse.lu). Should an officiallisting be absent, then such notices shall be published in the electronic German Federal Gazette(elektronischer Bundesanzeiger).

11.4. Additionally, investor reports with the information set forth in Condition 6 will be made availableto the Noteholders via the website of TSI (www.true-sale-international.de). This Offering Circularrelating to the Conditions will be published on the website of the Luxembourg Stock Exchange(www.bourse.lu).

12. Miscellaneous

12.1. The form and content of the Class B Notes and all of the rights and obligations of the Class BNoteholders, the Issuer, the Paying Agent, the Registrar and the Servicer under these Class BNotes shall be governed by and subject in all respects to the laws of Germany. For the avoidance ofdoubt, the provisions of articles 84 to 94-8 of the Luxembourg Companies Act relating to thenoteholders' representations and the noteholder register are expressly excluded.

12.2. Should any of the provisions hereof be or become invalid in whole or in part, the other provisionsshall remain in force. The invalid provision shall to the extent permitted by law, according to theintent and purpose of these Conditions, be replaced by the applicable valid provision of the laws ofGermany which in its economic effect comes as close as legally possible to that of the invalidprovision.

12.3. The place of performance and venue for legal proceedings is Frankfurt am Main, Germany. TheGerman courts have jurisdiction for the annulment of the Global Note in the event of loss ordestruction.

12.4. For any legal proceedings brought in connection with these Conditions of the Notes which havebeen initiated against the Issuer in a court of Germany, the Issuer grants Wilmington Trust SPServices (Frankfurt) GmbH, Steinweg 3-5, 60313 Frankfurt am Main, Germany, the authority toaccept service of process. The Issuer undertakes to maintain an agent for accepting such service inGermany for as long as any of the Notes are outstanding.

12.5. The Class B Noteholders may agree to amendments of the Conditions applicable to Class B Notesby majority vote and may appoint a noteholder's representative (gemeinsamer Vertreter) for allClass B Noteholders for the preservation of their rights (§ 5, paragraph (1) sentence 1 of theGerman Debenture Act (Gesetz über Schuldverschreibungen aus Gesamtemissionen(Schuldverschreibungsgesetz - SchVG)).

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TRUST AGREEMENT

The following is the text of the material terms of the Trust Agreement between the Issuer acting for and onbehalf of its Compartment Driver UK six, the Security Trustee, the Joint Lead Managers, the Managers,the Arranger, the Subordinated Lender, the Corporate Services Provider, the Swap Counterparty, thePaying Agent, the Interest Determination Agent, the Registrar, the Cash Administrator, the Account Bank,the Data Protection Trustee and VWFS. The text is attached to the Conditions and constitutes an integralpart of the Conditions – in case of any overlap or inconsistency in the definition of a term or expression inthe Trust Agreement and elsewhere in this Offering Circular, the definition contained in the TrustAgreement will prevail.

1. Definitions, Interpretation and Common Terms

1.1. Definitions

(a) Unless otherwise defined herein or the context requires otherwise, capitalised termsused in this Agreement shall have the meanings ascribed to them in Clause 1 of theMaster Definitions Schedule (the "Master Definitions Schedule") of the IncorporatedTerms Memorandum dated on or about 21 September 2017, as amended from time totime and as amended and signed by the each of the Transaction Parties for purposes ofidentification (the "Incorporated Terms Memorandum"). The terms of theIncorporated Terms Memorandum are hereby expressly incorporated into thisAgreement by reference.

(b) In the event of any conflict between the Incorporated Terms Memorandum and thisAgreement, this Agreement shall prevail.

1.2. Interpretation

Terms in this Agreement, except where otherwise stated or where the context otherwise requires,shall be interpreted in the same way as set forth in Clause 2 of the Master Definitions Schedule.

1.3. Common Terms

(a) Incorporation of Common Terms

Except as provided below, the Common Terms apply to this Agreement and shall bebinding on the Transaction Parties to this Agreement as if set out in full in this Agreement.

(b) Common Terms

In the event of any conflict between the provisions of the Common Terms and theprovisions of this Agreement, the provisions of this Agreement shall prevail, subjectalways to compliance with clause 10 (Non-Petition and Limited Recourse) of the CommonTerms.

(c) Governing law and jurisdiction

This Agreement and all matters (including non-contractual duties and claims) arising fromor connected with it shall be governed by German law in accordance with clause 14(Governing Law) of the Common Terms. Clause 15 (Jurisdiction) of the Common Termsapplies to this Agreement as if set out in full in this Agreement.

Duties and position of the Security Trustee

2. Duties of the Security Trustee

This Agreement establishes the rights and obligations of the Security Trustee to carry out the tasksassigned to it in this Agreement. Unless otherwise set forth in this Agreement, the SecurityTrustee is not obliged to supervise the discharge of the payment and other obligations of the Issuer

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arising from the Funding and the Transaction Documents or to carry out duties which are theresponsibility of the management of the Issuer.

3. Position of the Security Trustee in relation to the Transaction Creditors

3.1. The Security Trustee carries out the duties specified in this Agreement as a trustee for the benefitof the Transaction Creditors. The Security Trustee shall exercise its duties hereunder withparticular regard to the interests of the Transaction Creditors, giving priority to the interests of eachTransaction Creditor in accordance with the Order of Priority, especially to the interests of theNoteholders.

3.2. This Agreement grants all Transaction Creditors the right to demand that the Security Trusteeperforms its duties under clause 2 (Duties of the Security Trustee) and all its other duties hereunderin accordance with this Agreement, and therefore this Agreement constitutes in favour of theTransaction Creditors that are not (validly) parties to this Agreement (in particular theNoteholders) a contract for the benefit of a third party pursuant to section 328 (echter Vertragzugunsten Dritter) of the German Civil Code. The rights of the Issuer pursuant to clause 4.3(Position of the Security Trustee in Relation to the Issuer) shall not be affected.

4. Position of the Security Trustee in relation to the Issuer

4.1. With respect to the Security, the Security Trustee is legally a secured party (Sicherungsnehmer) inrelation to the Issuer. Accordingly, to the extent that any rights and claims are assigned by theIssuer to the Security Trustee for security purposes in accordance with clause 5 (Assignment forSecurity Purposes), in insolvency proceedings on the Security Trustee's estate, such rights wouldbe segregated (Aussonderungsrecht) as assets of the Issuer held in trust.

4.2. The Issuer hereby grants the Security Trustee a separate trustee claim (the "Trustee Claim"),entitling the Security Trustee to demand from the Issuer:

(a) that any present or future obligation of the Issuer in relation to the Noteholders befulfilled;

(b) that any present or future obligation of the Issuer in relation to a Transaction Creditor ofthe Transaction Documents be fulfilled; and

(c) (if the Issuer is in default in respect of any Secured Obligation(s) and insolvencyproceedings have not been instituted against the estate of the Security Trustee) that anypayment owed under the respective Secured Obligation will be made to the SecurityTrustee for non-payment to the Transaction Creditors and discharge the Issuer's obligationaccordingly.

The right of the Issuer to make payments to the respective Transaction Creditor shall remainunaffected. The Trustee Claim in whole or in part may be enforced separately from the relevantTransaction Creditor's claim related thereto. In the case of a payment pursuant to clause 4.2(c)hereof, the Issuer shall have a claim against the Security Trustee for non-payment to the respectiveTransaction Creditors.

4.3. The obligations of the Security Trustee under this Agreement are owed exclusively to theTransaction Creditors, except for the obligations and declarations of the Security Trustee to theIssuer pursuant to clause 4.1, the last sentence of clause 4.2, clause 11, clause 32 and clauses 38through 39 hereof.

Granting of Security

5. Assignment for Security purposes

5.1. The Issuer hereby assigns to the Security Trustee for security purposes (Sicherungsabtretung) allits claims and other rights arising from the German Transaction Documents (with the exception ofclaims and other rights arising from this Agreement, but including the rights to unilaterally alter alegal relationship (unselbständige Gestaltungsrechte)) and from all present and future German lawcontracts the Issuer has entered into or may enter into in connection with the Notes, the

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Subordinated Loan, the Swap Agreements or the Receivables. The Security Trustee hereby acceptssuch assignments.

5.2. The assignments for security purposes pursuant to clause 5.1 are subject to the condition precedentthat the German Transaction Documents (for the avoidance of doubt excluding this Agreement) aresigned.

5.3. If an express or implied current account relationship exists or is later established between theIssuer and a third party, the Issuer hereby assigns to the Security Trustee - without prejudice to thegenerality of the provisions in clause 5.1 - the right to receive a periodic account statement and theright to payment of present or future balances (including a final net balance determined upon theinstitution of any insolvency proceedings according to the Applicable Insolvency Law regardingthe estate of Driver UK Multi-Compartment S.A.), as well as the right to terminate the currentaccount relationship and to the determination and payment of the closing net balance upontermination.

6. Pledge

The Issuer hereby pledges to the Security Trustee all its present and future claims against theSecurity Trustee arising under this Agreement. The Issuer hereby gives notice to the SecurityTrustee of such pledge and the Security Trustee hereby confirms the receipt of such notice.

7. Security Purpose

The assignment for security purposes pursuant to clauses 5.1 and 5.2 and the pledge pursuant toclause 6 (Pledge) serve to secure the Trustee Claim. In addition, the assignment pursuant toclauses 5.1 and 5.2 is made for the purpose of securing the rights of the Transaction Creditorsagainst the Issuer arising under the Funding and the Transaction Documents and any potentialobligations on the grounds of any invalidity or unenforceability of any Funding or any TransactionDocuments, in particular claims on the grounds of unjustified enrichment (ungerechtfertigteBereicherung).

8. Authority to collect; assumption of obligations; further assignment

8.1. The Issuer is authorised to collect, to have collected, to realise and to have realised in the ordinarycourse of its business or otherwise to use, the rights assigned for security purposes pursuant toclause 5 (Assignment for Security Purposes) and the rights pledged pursuant to clause 6 (Pledge)and to exercise or have exercised the unilateral rights (Gestaltungsrechte) pertaining to such rightsand the rights and assets assigned for security purposes pursuant to the Deed of Charge andAssignment and the Assignation in Security.

8.2. The authority provided in clause 8.1 above is deemed to be granted only to the extent that allobligations of the Issuer are fulfilled in accordance with the Order of Priority prior to a ForeclosureEvent. The authority may be revoked by the Security Trustee if this is necessary in the opinion ofthe Security Trustee to avoid endangering the Security or their value. The authority shallautomatically terminate upon the occurrence of a Foreclosure Event pursuant to clause 17(Foreclosure on the Security; Foreclosure Event) hereof.

8.3. The Security Trustee shall, in its relationship to the Issuer and to the Seller, comply with thecontinuing duties of care of the Issuer arising from the Receivables Purchase Agreement and theServicing Agreement (including the treatment of the transfer to the Issuer as an equitableassignment). Such continuing duties shall not include, in particular, the payment obligations of theIssuer (i) pursuant to clause 3 (Sale of the Initial Receivables) and clause 4 (Sales of AdditionalReceivables) of the Receivables Purchase Agreement, or (ii) as compensation for damages.

8.4.

(a) The Security Trustee is authorised to assign the Security assigned in accordance withclause 5 (Assignment for Security purposes) for security purposes:

(i) in the event the Security Trustee is replaced and all Security is assigned to a newsecurity trustee (the "New Security Trustee"); or

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(ii) upon occurrence of a Foreclosure Event pursuant to clause 17 (Foreclosure on theSecurity; Foreclosure Event) hereof; or

(iii) as long as Volkswagen Financial Services (UK) Limited is the Servicer,Volkswagen Financial Services (UK) Limited has given its consent to suchassignment or if it unreasonably withholds its consent; such a withholding ofconsent shall as a rule be considered unreasonable if a transfer does not affect theinterests of the Seller, the Obligors or the Issuer and the Transaction Creditors risksubstantial disadvantages without such a transfer.

(b) In the case of an assignment pursuant to clause 8.4(a)(i) above, the Security Trustee shallbe obliged to agree with the respective transferee that the transferee shall assume theobligations of Security Trustee pursuant to clause 8.3 above.

9. Representation of the Issuer

9.1. The Issuer represents to the Security Trustee that:

(a) the Security granted hereunder has not already been assigned, pledged or otherwiseencumbered to a third party by the Issuer; and

(b) the Issuer has not established any third-party rights on or in connection with the Security.

9.2. The Issuer shall pay damages pursuant to section 280(1) in connection with section 280(3)(Schadensersatz statt der Leistung) of the German Civil Code if the legal existence of the Securitytransferred for security purposes in accordance with this Agreement is invalid as a consequence ofan action by the Issuer contrary to clause 9.1 above.

10. Representations of the Security Trustee

The Security Trustee represents and warrants to the Issuer:

(a) that it is legally competent and in a position to perform the duties assigned to it in thisAgreement in accordance with the provisions of this Agreement; and

(b) it has and will continue to have its centre of main interests (as that term is used in Article3(l) of the EU Insolvency Regulation) in Germany and has not and will not have anestablishment (being a place of operations where a company carries out non-transitoryeconomic activity within human means and assets and as that term is used in Article 2(10)of the EU Insolvency Regulation outside of Germany.

11. Release of Security

11.1. As soon as the Issuer has fully and finally discharged all obligations secured by this Agreement,the Security Trustee shall promptly retransfer any remaining Security transferred to it under thisAgreement and that it still holds at such time to or to the order of the Issuer. The Security Trusteeundertakes to notify each shareholder of the Issuer of the full satisfaction of all obligations securedhereunder and of the retransfer of the Security. For the purpose of release, the Security Trusteemay rely on evidence which shows that all moneys necessary for the satisfaction of the obligationssecured by this Agreement have been transferred to the Paying Agent who then forwarded theproceeds. A confirmation of the Paying Agent will be sufficient evidence for the purpose of thepreceding sentence.

11.2. Subject to the provisions in the Transaction Documents, as soon as the Security has been released,the Transaction and all Transaction Documents shall automatically terminate.

Duties of the Security Trustee prior to occurrence of the Foreclosure Event

12. Acceptance, safekeeping and review of documents; notification of the Issuer

12.1. The Security Trustee shall accept the documents which are delivered to it in connection with thereporting of the Seller pursuant to clause 3 (Sale of the Initial Receivables), clause 4 (Sales ofAdditional Receivables) and clause 10 (Repurchase) of the Receivables Purchase Agreement and

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paragraph 2.16 (Reporting duties and duties under the Swap Agreements) of Schedule 1 (Servicesto be provided by the Servicer) of the Servicing Agreement and shall:

(a) keep such documents for one year after the termination of this Agreement and, at thediscretion of the Issuer, thereafter either destroy such documents or deliver the same to theIssuer or to the Seller; or

(b) forward the documents to the New Security Trustee if the Security Trustee is replaced inaccordance with clauses 30 (Termination by the Security Trustee for Good Cause) through32 (Transfer of Security; Costs; Publication) of this Agreement.

12.2. The Security Trustee shall to a reasonable extent check the conformity of the documents providedto it in accordance with paragraph 2.16 (Reporting Duties and duties under the Swap Agreements)of Schedule 1 (Services to be provided by the Servicer) of the Servicing Agreement without beingobliged to recalculate the figures. If this does not reveal any indication of a breach of duties or anyrisk for the Security, the Security Trustee is not obliged to examine such documents any further.If, on the basis of such checks, the Security Trustee comes to the conclusion that a TransactionCreditor is not properly fulfilling its obligations under a Transaction Document, the SecurityTrustee shall promptly inform the directors of the Issuer thereof. The right of the Security Trusteeto obtain additional information from the Seller shall not be affected hereby.

13. Accounts

13.1. The terms of the Accounts are set out in the Account Agreement. Should the Account Bank ceaseto have the Account Bank Required Rating or fails to maintain an Account Bank RequiredGuarantee, Account Bank shall use all endeavours within its control for a period of thirty (30)calendar days to assist the Issuer to, and the Issuer shall: (i) transfer the Accounts held with it to anEligible Collateral Bank or (ii) find an irrevocable and unconditional guarantor providing theAccount Bank Required Guarantee, or (iii) (in the case of a rating from S&P only) take any otheraction in order to maintain the rating of the Notes or to restore the rating of the Notes or such otherrating or ratings as may be agreed by the relevant Rating Agency from time to time as wouldmaintain the then current ratings of the Notes. If within this thirty (30) days period none of themeasures set out under (i) through (iii) above is taken, the Issuer shall terminate the AccountAgreement, provided that such termination shall not take effect until the transition of the Issuer'sbanking arrangements has been completed. The outgoing Account Bank shall, in case of atermination, reimburse (on a pro rata basis) to the Issuer any up-front fees paid by the Issuer forperiods after the date on which the substitution of the Account Bank is taking effect. In case of atermination as a result of the Account Bank failing to maintain an Account Bank RequiredGuarantee or if its short-term or long-term ratings fall below the Account Bank Required Rating,the outgoing Account Bank shall reimburse the Issuer for the costs (including legal costs andadministration costs) or pay any costs incurred for the purpose of appointing a Successor Bank upto an amount of GBP 15,000 (the "Account Bank Replacement Cost"). For the avoidance ofdoubt, such Account Bank Replacement Cost shall cover any and all replacement costs incurred inrespect of a replacement of The Bank of New York Mellon, London Branch as Account Bank andCash Administrator.

13.2. Should one of the Accounts be terminated either by the Account Bank or by the Issuer, the Issuershall promptly inform the Security Trustee of such termination. The Issuer shall, together with theSecurity Trustee, open an account, on conditions as close as possible to those previously receivedwith the Successor Bank, which has at least the Account Bank Required Ratings or has an AccountBank Required Guarantee. The Issuer shall conclude a new Account Agreement with theSuccessor Bank as counterparty, and with the consent of the Security Trustee the new AccountAgreement shall include a provision in which the Successor Bank undertakes to promptly notifythe other contract parties of any drop in its rating.

13.3. Should one of the Accounts be opened with a Successor Bank, and the Issuer or the SecurityTrustee receives a notice pursuant to clause 13.1 above, then within thirty (30) calendar days afterhaving received such notice, the Security Trustee shall open the relevant Issuer account withanother Successor Bank in accordance with the procedure laid out in clause 13.2 above on behalfof the Issuer and terminate the relevant Issuer account with the previous Successor Bank.

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13.4. For the avoidance of doubt, in case one of the Accounts is at any time held with a Successor Bank,and the Issuer or the Security Trustee receives a notice pursuant to clause 13.1 above with regardto the Successor Bank, then the procedure laid out in clauses 13.2 and 13.3 shall also apply forsuch Successor Bank.

14. Actions of the Issuer requiring Consent

If the Issuer requests that the Security Trustee grant its consent as required pursuant to clause 37(Negative Undertakings), the Security Trustee may grant or withhold the requested consent at itsdiscretion, taking into account the reasonable interests of the Transaction Creditors in accordancewith clause 3.1 hereof.

15. Breach of obligations by the Issuer

15.1. If the Security Trustee in the course of its activities becomes aware that the existence or the valueof the Security is at risk due to any failure of the Issuer to properly comply with its obligationsunder this Agreement, the Security Trustee shall, subject to the provisions in clause 15.2 below,deliver a notice to the Issuer in reasonable detail of such failure (with a copy to the Servicer) and, ifthe Issuer does not remedy such failure within 90 days after the delivery of such notice, theSecurity Trustee shall at its discretion take or induce all actions which in the opinion of theSecurity Trustee are warranted to avoid such threat. To the extent that the Issuer does not complywith its obligations pursuant to clause 35 (Undertakings of the Issuer in Respect of the Security)hereof in respect of the Security and does not remedy such failure within the ninety (90) day periodafter the notice set forth above, the Security Trustee is in particular authorised and obliged toexercise all rights arising under the Transaction Documents on behalf of the Issuer.

15.2. The Security Trustee shall only intervene in accordance with clause 15.1 above if and to the extentthat it is assured that it will be indemnified to its satisfaction, at its discretion either byreimbursement of costs or in any other way it deems appropriate, against all costs and expensesresulting from its activities (including fees for retaining counsel, banks, auditors, or other expertsas well as the expenses for retaining third parties to perform certain duties) and against all liability,obligations, and attempts to bring any action in or out of court. Clause 33 (Standard of Care) ofthis Agreement shall not be affected hereby.

16. Power of Attorney

The Issuer hereby grants by way of security power of attorney to the Security Trustee, waiving therestrictions set forth in section 181 of the German Civil Code, and with the right to grant substitutepower of attorney, to act in the name of the Issuer with respect to all rights of the Issuer arisingunder the Transaction Documents (except for the rights vis-à-vis the Security Trustee). Suchpower of attorney is irrevocable. It shall expire as soon as a New Security Trustee has beenappointed pursuant to clauses 30 (Termination by the Security Trustee for Good Cause) through 32(Transfer of Security; Costs; Publication) of this Agreement and the Issuer has issued a power ofattorney to such New Security Trustee having the same contents as the above power of attorney.The Security Trustee shall only act under this power of attorney in the context of its rights andobligations pursuant to this Agreement.

Duties of the Security Trustee after occurrence of a Foreclosure Event

17. Foreclosure on the Security; Foreclosure Event

17.1. The Security shall be subject to foreclosure upon the occurrence of a Foreclosure Event. AForeclosure Event shall occur when:

(a) with respect to the Issuer an Insolvency Event occurs;

(b) the Issuer defaults in the payment of any interest on the most senior Class of Notes thenoutstanding when the same becomes due and payable, and such default continues for aperiod of five (5) Business Days; or

(c) the Issuer defaults in the payment of principal of any Note on the Final Maturity Date.

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It is understood that the interest and principal on the Subordinated Loan and on the Notes (otherthan interest on the Class A Notes) will not be due and payable on any Payment Date (other thanthe Final Maturity Date) except to the extent there are sufficient funds in the Available DistributionAmount to pay such amounts in accordance with the Order of Priority.

The Security Trustee shall promptly give an Enforcement Notice to the Noteholders of the relevantClass and the Subordinated Lender and notify the Rating Agencies of the occurrence of aForeclosure Event.

17.2. After the occurrence of a Foreclosure Event, the Security Trustee will at its reasonable discretionforeclose or cause foreclosure on the Security, provided that Security granted under the Deed ofCharge and Assignment shall be subject to enforcement in accordance with the provisions therein.Unless compelling grounds to the contrary exist, the foreclosure shall be performed by collectingpayments made into the Accounts on the Security or, inter alia, by assignment pursuant to clause8.4(a) (Authority to Collect; Assumption of Obligations; Further Assignment). The provisions ofthe Corporate Services Agreement shall be unaffected by the foreclosure of the Security (subject tothe provisions of clause 8.4 (Authority to Collect; Assumption of Obligations; Further Assignment)hereof).

17.3. Within fifteen (15) days after the occurrence of a Foreclosure Event, the Security Trustee shall givenotice to the Noteholders, the Swap Counterparty and the Subordinated Lender, specifying themanner in which it intends to foreclose on the Security, in particular, whether it intends to sell theSecurity, and apply the proceeds from such foreclosure to satisfy the obligations of the Issuer,subject to the Order of Priority set out in clause 21 hereof. If, within sixty (60) days after thepublication of such notice, the Security Trustee receives written notice from a Noteholder orNoteholders, together representing more than 50 per cent of the aggregate outstanding principalamount of the Class A Notes, or, provided that no Class A Notes are outstanding, the Class BNotes, objecting to the action proposed in the Security Trustee's notice, the Security Trustee shallnot undertake such action (other than the collection of payments on the accounts for the Security).

18. Payments upon Occurrence of a Foreclosure Event

18.1. Upon the occurrence of a Foreclosure Event, the Security may be claimed exclusively by theSecurity Trustee. Payments on such Security thereafter will have effect only if made to theSecurity Trustee.

18.2. After the occurrence of the Foreclosure Event, payments on the obligations of the Issuer may notbe made as long as, in the opinion of the Security Trustee, such payment will jeopardise thefulfilment of any later maturing obligation of the Issuer with higher rank.

18.3. In the case of payments on the Notes or the Subordinated Loan, the Security Trustee shall providethe Noteholders and the Subordinated Lender with advance notice of the Payment Date pursuant tothe Conditions of the relevant Class of Notes or the Subordinated Loan Agreement. In the case ofsuch payment to the Noteholders, the Security Trustee is only responsible for making the relevantamount available to the Paying Agent. In order to do so, the Security Trustee shall rely on therecords of the Registrar in relation to any determination of the principal amount outstanding ofeach Global Note and on the records that each of the Relevant Clearing Systems holds for itscustomers which reflect the amount of such customer's interest in the Notes.

18.4. After all Secured Obligations have been fulfilled, the Security Trustee shall release any remainingSecurity and pay out any remaining amounts to the Issuer.

19. Continuing Duties

Clauses 12 (Acceptance, Safekeeping, and Review of Documents; Notification of the Issuer)through 15 (Breach of Obligations by the Issuer) of this Agreement shall continue to apply after aForeclosure Event has occurred.

Accounts; Order of Priority

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20. Distribution Account; Accumulation Account; Cash Collateral Account, CounterpartyDowngrade Collateral Account; Swap Provisions

20.1. The Distribution Account shall be used for the fulfilment of the payment obligations of the Issuer.

20.2. The Issuer has established at the Account Bank the Cash Collateral Account to be used for the cashcollateral, the initial Cash Collateral Amount being equal to GBP 5,400,000. On each PaymentDate, amounts payable under item eighth of the Order of Priority set out in Clause 21.3 (Order ofPriority) below shall be deposited in the Cash Collateral Account until the relevant balance equalsthe Specified General Cash Collateral Account Balance. The funds in the Cash Collateral Account(other than the balance standing to the credit of the Interest Compensation Amount) are referred toas the "General Cash Collateral Amount".

20.3. On each Payment Date, prior to the occurrence of a Foreclosure Event, the General Cash Collateral

Amount shall be used:

(a) to cover any shortfalls in the amounts payable under items first through seventh of the

Order of Priority set out in Clause 21.3 below;

(b) to make payment of the amounts due and payable under Clause 21.4; and

(c) on the latest occurring Final Maturity Date of any of the Notes, to make payment of the

amounts due and payable under items ninth, tenth, eleventh, twelfth, thirteenth and fourteenth of

the Order of Priority set out in Clause 21.3 above.

In addition, the Servicer is entitled to utilise the General Cash Collateral Amount to the extent and

in the amounts as agreed with its auditors for the purposes of the Clean-Up Call Option. In

connection with the exercise of the Clean-Up Call Option, VWFS shall ensure that all amounts

outstanding under the Notes and any obligations ranking pari passu with or senior to the Notes in

the Order of Priority are discharged in full.

On each Payment Date following the occurrence of a Foreclosure Event, the General Cash

Collateral Amount shall be applied in accordance with clause 21.5 (Order of Priority) of this

Agreement.

20.4. The Issuer shall ensure that all payments made to the Issuer (other than the collateral under theSwap Agreements and Swap Termination Payments which shall be deposited in accordance withclauses 20.6 and 20.8 below) shall be made by way of a bank transfer to or deposit or in any otherway into the Distribution Account.

20.5. The Issuer has entered into the Swap Agreements, in a form satisfactory to the Rating Agencies, tohedge the floating rate interest exposure on the Class A Notes and the Class B Notes. The Issuermay, from time to time, enter into one or more replacement Swap Agreements with one or morereplacement Swap Counterparty in the event that a Swap Agreement is terminated prior to itsscheduled expiration pursuant to an "event of default" where the Swap counterparty is theDefaulting Party (as defined in the relevant Swap Agreement) or "termination event" under theSwap Agreement. The replacement Class A Swap Agreement and the Class B Swap Agreementwill have initial notional amounts equal to the aggregate principal amounts of the Class A Notesand the Class B Notes, respectively, on the Issue Date. The notional amount of each SwapAgreement will decrease by the amount of any principal payments on the applicable Class A Notesor Class B Notes.

20.6. In the event that the Swap Counterparty is required to collateralise its obligations pursuant to theterms of the Swap Agreement such amounts will be held in the Counterparty Downgrade CollateralAccount and any such amounts deposited therein will be held on trust for the Swap Counterparty.The Counterparty Downgrade Collateral Account shall be segregated from the DistributionAccount and from the general cash flow of the Issuer. Collateral deposited in such CounterpartyDowngrade Collateral Account shall not constitute Available Distribution Amounts and shall bemonitored on a specific collateral ledger. Amounts standing to the credit of the CounterpartyDowngrade Collateral Account (or securities deposited therein) shall secure solely the paymentobligations of the Swap Counterparty to the Issuer under the Swap Agreement. The amounts in the

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Counterparty Downgrade Collateral Account will be applied in or towards satisfaction of the SwapCounterparty's obligations to the Issuer upon termination of the respective Swap Agreement. AnyExcess Swap Collateral owing to the respective Swap Counterparty pursuant to such SwapAgreement shall not be available to Transaction Creditors and shall be returned to such SwapCounterparty in accordance with the applicable Swap Agreement and outside of the Order ofPriority. Any Swap Tax Credits will be applied to the Swap Counterparty outside of the Order ofPriority. The Swap Counterparty shall bear any costs and expenses in connection with theCounterparty Downgrade Collateral Account. If the Issuer incurs any liabilities, costs or expensesin connection with the Counterparty Downgrade Collateral Account, the Swap Counterparty shallreimburse the Issuer immediately upon request from the Issuer.

20.7. The Servicer shall calculate and provide, by delivery of the Servicer Report, written notification tothe Swap Counterparty and to the Security Trustee of the notional amount of each SwapAgreement as of each Payment Date on or before the Servicer Report Performance Date in themonth of the related Payment Date. The Interest Determination Agent shall provide the Servicerwith the calculation of LIBOR. The Servicer shall provide the calculation of LIBOR to theSecurity Trustee under this Agreement and shall forward the amounts calculated by the calculationagent under each Swap Agreement in respect of all payments due under such Swap Agreement oneach Payment Date, including Net Swap Receipts and Swap Termination Payments, payable inaccordance with clause 21 (Order of Priority) below, and shall provide written notification of suchamounts to the Swap Counterparty and to the Security Trustee prior to such Payment Date. Theparties hereto hereby acknowledge that with respect to the obligations under each Swap Agreementof the parties thereto, all calculations shall be performed by the calculation agent as appointedunder the relevant Swap Agreement.

20.8. In the event of any early termination of the transaction under any Swap Agreement any SwapTermination Payments received by the Issuer or the Security Trustee on behalf of the Issuer fromthe related Swap Counterparty will be remitted to such Counterparty Downgrade CollateralAccount.

20.9. The Issuer shall promptly, following the early termination of the Swap Agreement due to an "eventof default" or "termination event" (each as defined in the applicable Swap Agreement) and inaccordance with the terms of the Swap Agreement, enter into a replacement Swap Agreement withan Eligible Swap Counterparty to the extent possible and practicable through application ofamounts in the Counterparty Downgrade Collateral Account (after returning any Excess SwapCollateral to the Swap Counterparty).

20.10. Subject to clause 20.11, on each Payment Date following the termination of a Swap Agreement,funds standing to the credit of the Counterparty Downgrade Collateral Account (after returning anyExcess Swap Collateral to the Swap Counterparty) shall be used to cover any shortfalls in theamounts payable under items first through tenth according to the Order of Priority set out in clause21.3 (Order of Priority) or items first through ninth in the Order of Priority set out in clause 21.5(Order of Priority), as applicable, provided that in no event will the amount withdrawn from theCounterparty Downgrade Collateral Account for such purpose exceed the amount of Net SwapReceipts that would have been required to be paid to the Issuer on such Payment Date under theterminated Swap Agreement had there been no termination of such Swap Agreement.

20.11. Any Swap Replacement Proceeds which are received by the Issuer or the Security Trustee onbehalf of the Issuer from a replacement Swap Counterparty will be remitted directly to theCounterparty Downgrade Collateral Account. Such Swap Replacement Proceeds shall be appliedin payment of any Swap Termination Payments to the Swap Counterparty under the initial SwapAgreement outside the Order of Priority. If Swap Replacement Proceeds are insufficient to pay theSwap Termination Payment due to the initial Swap Counterparty, any shortfall shall be paid inaccordance with the Order of Priority. If Swap Replacement Proceeds exceed the SwapTermination Payment due to the initial Swap Counterparty, any excess shall be treated as part ofthe Available Distribution Amount.

20.12. To the extent that the Issuer determines not to replace the initial Swap Agreements the Issuer willpromptly notify the Rating Agencies. Amounts in the Counterparty Downgrade Collateral Accountwhich correspond to Swap Termination Payments received by the Issuer (after returning anyExcess Swap Collateral to the Swap Counterparty) shall be remitted directly to the Distribution

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Account, shall be treated as part of the Available Distribution Amount and shall be paid inaccordance with the Order of Priority.

20.13. Upon payment of all amounts payable under the Notes the sums remaining in the CounterpartyDowngrade Collateral Account shall be paid according to the following order of priority:

(a) first, to the Subordinated Lender amounts payable in respect of accrued and unpaid intereston the Subordinated Loan (including, without limitation, overdue interest);

(b) second, to the Subordinated Lender, until the aggregate principal amount of theSubordinated Loan has been reduced to zero; and

(c) third, to pay all remaining excess to VWFS by way of a final success fee.

20.14. The Issuer will on the date of this Agreement establish at the Account Bank the AccumulationAccount to collect during the Revolving Period payments as set forth in the ninth and tenth items,of the Order of Priority according to Clause 21.3. During the Revolving Period, amounts ondeposit in the Accumulation Account shall be used by the Issuer for the purchase of AdditionalReceivables from the Seller according to the terms for the purchase of Additional Receivables asset forth in Clause 4 (Sales of Additional Receivables) of the Receivables Purchase Agreement.Upon the occurrence of an Early Amortisation Event, an Enforcement Event or the end of theRevolving Period, the Accumulation Account shall be closed on the subsequent Payment Date andany amounts on deposit in the Accumulation Accounts shall be transferred on the subsequentPayment Date to the Distribution Account.

21. Order of Priority

21.1. Prior to the full discharge of all obligations of the Issuer to the Transaction Creditors, any credit inthe Distribution Account, the Monthly Collateral Account and the Cash Collateral Account (the"Credit") shall be allocated exclusively in accordance with clauses 21.2 to 21.6 below and clause22 (Cash Collateral Account).

21.2. Interest accruing on the Distribution Account and the Accumulation Account shall form part of theAvailable Distribution Amount. Interest accruing on the Counterparty Downgrade CollateralAccount (other than amounts payable under Clause 20.9 and Clause 20.10 (Distribution Account;Accumulation Account; Cash Collateral Account, Counterparty Downgrade Collateral Account;Swap Provisions)), the Cash Collateral Account and the Monthly Collateral Account will not formpart of the Available Distribution Amount. Such accrued interest and earned income will beretained on the relevant Account and (i) in the case of the Counterparty Downgrade CollateralAccount, interest accruing in respect of amounts other than Swap Termination Payments receivedby the Issuer, be paid to the Swap Counterparty in accordance with the Swap Agreement (ii) in thecase of the Counterparty Downgrade Collateral Account, interest accruing in respect of SwapTermination Payments received by the Issuer, be paid to the Subordinated Lender and/or VWFS inaccordance with the priority of payment set out in Clause 20.13 (Distribution Account;Accumulation Account; Cash Collateral Account, Counterparty Downgrade Collateral Account;Swap Provisions) unless otherwise specified in this Agreement; (iii) in the case of the CashCollateral Account, form part of the General Cash Collateral Amount and be applied accordinglyin accordance with Clause 20.3 (Distribution Account; Accumulation Account; Cash CollateralAccount, Counterparty Downgrade Collateral Account; Swap Provisions) above and (iv) in thecase of the Monthly Collateral Account, be netted against the Servicer's obligation to pay theMonthly Collateral Part 1 and the Monthly Collateral Part 2 and be paid to the Seller following theexercise of the Clean-Up Call Option or once the Notes and the Subordinated Loan have been fullyredeemed (provided that as of the exercise of the Clean-Up Call Option or once the Notes havebeen fully redeemed, no payments will be required to be made to the Monthly Collateral Account).

21.3. Pre-Foreclosure Event: Prior to the occurrence of a Foreclosure Event, distributions will be madeon each Payment Date from the Available Distribution Amount according to the following Orderof Priority:

(a) first, amounts payable in respect of taxes (if any) by the Issuer;

(b) second, amounts (excluding any payments under the Trustee Claim) payable (i) to theSecurity Trustee under this Agreement or the Deed of Charge and Assignment and (ii) pari

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passu to any successor of the Security Trustee (if applicable) appointed pursuant toClauses 30 (Termination by the Security Trustee for Good Cause) and 31 (Replacement ofthe Security Trustee) of this Agreement or under any agreement replacing this Agreement;

(c) third, to the Servicer the Servicer Fee;

(d) fourth, of equal rank amounts payable (i) to the directors of the Issuer; (ii) to the CorporateServices Provider under the Corporate Services Agreement; (iii) to each Agent under theAgency Agreement; (iv) to the Account Bank and the Cash Administrator under theAccount Agreement; (v) to the Rating Agencies the fees for the monitoring of the Issue;(vi) to the Joint Lead Managers and the Managers under the Note Purchase Agreement;(vii) to the Data Protection Trustee under the Data Protection Trust Agreement and (viii)to the Issuer in respect of other administration costs and expenses of the Issuer, including,without limitation, any costs relating to the listing of the Notes on the official list of theLuxembourg Stock Exchange and the admission to trading of the Notes on the regulatedmarket of the Luxembourg Stock Exchange, any auditors' fees, any tax filing fees and anyannual return or exempt company status fees and any Administrator Recovery Incentive;

(e) fifth, amounts payable by the Issuer to the (respective) Swap Counterparty in respect ofany Net Swap Payments or any Swap Termination Payments under the Swap Agreements(if any and provided that the Swap Counterparty is not the Defaulting Party (as defined inthe relevant Swap Agreement) and there has been no termination of the transaction underthe Swap Agreement due to a termination event relating to the Swap Counterparty'sdowngrade); if the amounts available to the Issuer to make payment to a SwapCounterparty are insufficient to meet the Issuer's payment obligations under the SwapAgreements, the Issuer will use such amounts first for payments due under the Class ASwap Agreement and, to the extent such payment obligations have been fully satisfied,second, for payments due under the Class B Swap Agreement;

(f) sixth, on a pro rata and pari passu basis, amounts payable in respect of (a) interest accruedduring the immediately preceding Interest Period on the Class A Notes plus (b) InterestShortfalls (if any) on the Class A Notes;

(g) seventh, on a pro rata and pari passu basis, amounts payable in respect of (a) interestaccrued during the immediately preceding Interest Period on the Class B Notes plus (b)Interest Shortfalls (if any) on the Class B Notes;

(h) eighth, to the Cash Collateral Account, until the General Cash Collateral Amount is equalto the Specified General Cash Collateral Account Balance;

(i) ninth, on a pro rata and pari passu basis, (1) the Class A Amortisation Amount and (2) anamount equal to the Class A Accumulation Amount (which, during the Revolving Period,shall be credited to the Accumulation Account for the purposes of acquiring AdditionalReceivables);

(j) tenth, on a pro rata and pari passu basis, (1) the Class B Amortisation Amount and (2) anamount equal to the Class B Accumulation Amount (which, during the Revolving Period,shall be credited to the Accumulation Account for the purposes of acquiring AdditionalReceivables);

(k) eleventh, by the Issuer to the Swap Counterparty, any payments under the SwapAgreements other than those made under item fifth above; if the amounts available to theIssuer to make payment to the Swap Counterparty are insufficient to meet the Issuer'spayment obligations under the Swap Agreements, such payments by the Issuer will beused first for payments due under the Class A Swap Agreement and, to the extent suchpayment obligations have been fully satisfied, second, for payments due under the Class BSwap Agreement;

(l) twelfth, to the Subordinated Lender amounts payable in respect of accrued and unpaidinterest on the Subordinated Loan (including, without limitation, overdue interest);

(m) thirteenth, to the Subordinated Lender, principal amounts until the aggregate principalamount of the Subordinated Loan has been reduced to zero; and

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(n) fourteenth, to pay all remaining excess to VWFS by way of a final success fee.

21.4. On any Payment Date after satisfaction of the amounts in clause 20.3(a) (Distribution Account;Accumulation Account; Cash Collateral Account, Counterparty Downgrade Collateral Account;Swap Provisions) above, any positive difference between the General Cash Collateral Amount andthe Specified General Cash Collateral Account Balance shall be distributed according to thefollowing Order of Priority, provided that no Credit Enhancement Increase Condition is in effect:

(a) first, to the Subordinated Lender, amounts payable in respect of accrued and unpaidinterest on the Subordinated Loan (including, without limitation, overdue interest);

(b) second, to the Subordinated Lender, until the aggregate principal amount of theSubordinated Loan has been reduced to zero; and

(c) third, to pay all remaining excess to VWFS by way of a final success fee.

21.5. Foreclosure Event: Following the occurrence of a Foreclosure Event, distributions will be madeby the Security Trustee from the Available Distribution Amount and any proceeds of enforcementof the Security according to the following Order of Priority:

(a) first, amounts payable in respect of taxes (if any) by the Issuer;

(b) second, amounts (excluding any payments under the Trustee Claim) payable (i) to theSecurity Trustee under this Agreement or the Deed of Charge and Assignment, (ii) paripassu to any successor of the Security Trustee (if applicable) appointed pursuant toClauses 30 (Termination by the Security Trustee for Good Cause) and 31 (Replacement ofthe Security Trustee) of this Agreement or under any agreement replacing this Agreementand (iii) any fees, costs, expenses, indemnities and other amounts due and payable to anyreceiver, manager, receiver and manager, administrator or administrative receiverappointed in respect of the Issuer in accordance with the Deed of Charge and Assignment;

(c) third, to the Servicer the Servicer Fee;

(d) fourth, of equal rank amounts payable (i) to the directors of the Issuer; (ii) to the CorporateServices Provider under the Corporate Services Agreement; (iii) to each Agent under theAgency Agreement; (iv) to the Account Bank and the Cash Administrator under theAccount Agreement; (v) to the Rating Agencies the fees for the monitoring of the Issue;(vi) to the Joint Lead Managers and the Managers under the Note Purchase Agreement;(vii) to the Data Protection Trustee under the Data Protection Trust Agreement and (viii)to the Issuer in respect of other administration costs and expenses of the Issuer, including,without limitation, any costs relating to the listing of the Notes on the official list of theLuxembourg Stock Exchange and the admission to trading of the Notes on the regulatedmarket of the Luxembourg Stock Exchange, any auditors' fees, any tax filing fees and anyannual return or exempt company status fees and any Administrator Recovery Incentive;

(e) fifth, amounts payable by the Issuer to the Swap Counterparty in respect of any Net SwapPayments or any Swap Termination Payments under the Swap Agreements (if any andprovided that the Swap Counterparty is not the Defaulting Party (as defined in the relevantSwap Agreement) and there has been no termination of the transaction under the SwapAgreement due to a termination event relating to the Swap Counterparty's downgrade); ifthe amounts available to the Issuer to make payment to the Swap Counterparty areinsufficient to meet the Issuer's payment obligations under the Swap Agreements, suchpayments by the Issuer will be used first for payments due under the Class A SwapAgreement and, to the extent such payment obligations have been fully satisfied, second,for payments due under the Class B Swap Agreement;;

(f) sixth, on a pro rata and pari passu basis, amounts payable in respect of (a) interest accruedduring the immediately preceding Interest Period on the Class A Notes plus (b) InterestShortfalls (if any) on the Class A Notes;

(g) seventh, on a pro rata and pari passu basis to the holders of the Class A Notes in respect ofprincipal until the Class A Notes are redeemed in full;

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(h) eighth, on a pro rata and pari passu basis, amounts payable in respect of (a) interestaccrued during the immediately preceding Interest Period on the Class B Notes plus (b)Interest Shortfalls (if any) on the Class B Notes;

(i) ninth, on a pro rata and pari passu basis to the holders of the Class B Notes in respect ofprincipal until the Class B Notes are redeemed in full;

(j) tenth, by the Issuer to the Swap Counterparty, any payments under the Swap Agreementsother than those made under item fifth above; if the amounts available to the Issuer tomake payment to the Swap Counterparty are insufficient to meet the Issuer's paymentobligations under the Swap Agreements, such payments by the Issuer will be used first forpayments due under the Class A Swap Agreement and, to the extent such paymentobligations have been fully satisfied, second, for payments due under the Class B SwapAgreement;

(k) eleventh, to the Subordinated Lender amounts payable in respect of accrued and unpaidinterest on the Subordinated Loan (including, without limitation, overdue interest);

(l) twelfth, to the Subordinated Lender, principal amounts until the aggregate principalamount of the Subordinated Loan has been reduced to zero; and

(m) thirteenth, to pay all remaining excess to VWFS by way of a final success fee.

21.6. Notwithstanding the provisions of clauses 21.3, any obligations referred to in clauses 21.3(a) to21.3(d) may be satisfied on any date other than a Payment Date from any funds representingAvailable Distribution Amounts and available on the Accounts in the Order of Priority.

22. Cash Collateral Account

22.1. The Issuer will on the date of this Agreement establish the Cash Collateral Account transferringthereto the initial amount of GBP 5,400,000 which serves as the initial Cash Collateral Amount("Initial Cash Collateral Amount").

22.2. Upon (i) the Final Maturity Date; or (ii) all then outstanding Notes and the Subordinated Loan arefully redeemed and repaid respectively, or (iii) upon an exercise of the Clean-Up Call Option, theCash Collateral Account shall be closed and VWFS shall be entitled to the sums remaining in theCash Collateral Account together with the interests accrued thereof. After closing of the CashCollateral Account, VWFS is entitled to any Purchased Receivables still being collected.

23. Relation to Third Parties; Overpayment

23.1. In respect of the Security, the Order of Priority shall be binding on all Transaction Creditors of theIssuer. In respect of other assets of the Issuer, such Order of Priority shall only be applicableinternally between the Transaction Creditors, the Security Trustee, and the Issuer; in third partyrelationships, the rights of the Transaction Creditors and the Security Trustee shall have equal rankto those of the third-party creditors of the Issuer.

23.2. The Order of Priority set forth in clause 21 (Order of Priority) of this Agreement shall also beapplicable if the claims are transferred to a third party by assignment, subrogation into a contract,or otherwise.

23.3. All payments to Transaction Creditors shall be subject to the condition that if a payment is made toa creditor in breach of the Order of Priority, such creditor shall repay - with commercial effect tothe relevant Payment Date - the amount received to the Security Trustee; the Security Trustee shallthen pay - with commercial effect to the relevant Payment Date - out the moneys so received in theway that they were payable in accordance with the aforementioned Order of Priority on therelevant Payment Date. If such overpayment as regards a Funding is not repaid by the PaymentDate following the overpayment or if the claim to repayment is not enforceable, the SecurityTrustee is authorised and obliged to adapt the distribution provisions pursuant to clause 21 (Orderof Priority) of this Agreement in such a way that any over- or underpayments made in breach ofclause 21 (Order of Priority) of this Agreement are set off by correspondingly increased ordecreased payments on such Payment Date (and, to the extent necessary, on all subsequentPayment Dates).

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Delegation; Advisors

24. Delegation

24.1. In individual instances, the Security Trustee may, at market prices (if appropriate, after obtainingseveral offers), retain the services of a suitable law firm, credit institution, financial advisors orother experts to assist it in performing the duties assigned to it under this Agreement by delegatingthe entire or partial performance of the following duties:

(a) the undertaking of individual measures pursuant to clause 15 (Breach of Obligation by theIssuer) hereof, specifically the enforcement of certain claims against the Issuer or aTransaction Creditor;

(b) the foreclosure on Security pursuant to clause 17 (Foreclosure on the Security;Foreclosure Event) hereof;

(c) the settlement of payments pursuant to clause 18 (Payments upon Occurrence of theForeclosure Event) hereof; and

(d) the settlement of overpayments pursuant to clause 23.3 (Relation to Third Parties;Overpayment) hereof.

24.2. If third parties are retained pursuant to clause 24.1 above, the Security Trustee shall only be liablefor the exercise of due care in the selection and supervision of the third party to a degree that theSecurity Trustee would exercise in its own affairs. The Security Trustee shall, however, not beliable for any negligence of the third party provided that the Security Trustee has assigned hisclaims against the third party to the relevant damaged party of this Agreement.

24.3. The Security Trustee shall promptly notify the Rating Agencies of every hiring pursuant to clause24.1 above.

25. Advisors

25.1. The Security Trustee is authorised, in connection with the performance of its duties under theFunding and the Transaction Documents, at its own discretion, to seek information and advicefrom legal counsel, financial consultants, banks, and other experts in Germany or elsewhere (andirrespective of whether such Persons are already retained by the Security Trustee, the Issuer, aTransaction Creditor, or any other Person involved in the transactions under the Notes, theSubordinated Loan or the Transaction Documents), at market prices (if appropriate, after obtainingseveral offers).

25.2. The Security Trustee may rely on such information and such advice without having to make itsown investigations. The Security Trustee shall not be liable for any damages or losses caused byits acting in reliance on the information or the advice of such Persons. The Security Trustee shallnot be liable for any negligence of such Persons.

Fees; Reimbursement of Expenses; Indemnification; Taxes

26. Fees

26.1. The Issuer will pay the Security Trustee a fee, the amount of which shall be separately agreedbetween the Issuer and the Security Trustee.

26.2. Upon the occurrence of a Foreclosure Event or a default of any party (other than the SecurityTrustee) to a Transaction Document which results in that the Security Trustee undertakes tasks, theIssuer shall pay or procure to be paid to the Security Trustee such additional remuneration as shallbe agreed between them. In the event that the Issuer and the Security Trustee fail to agree as towhether and/or in which amount an additional remuneration shall be payable in accordance withthe preceding sentence, such matters shall be determined by a bank, financial services institution orauditing firm of recognised standing (acting as an expert and not as an arbitrator) jointlydetermined by the Issuer and the Security Trustee. The determination made by such expert shall befinal and binding upon the Issuer and the Security Trustee. It is understood that the additional

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tasks to be performed by the Security Trustee will not be delayed, but instead will be continued asif the Issuer and the Security Trustee would have agreed on a fee immediately.

27. Reimbursement of Expenses;

The Issuer shall bear all reasonable costs and disbursements (including costs for legal advice andcosts of other experts) incurred by the Security Trustee (other than in relation to tax on its ownincome, profits or gains or any FATCA Deduction) in connection with the performance of itsduties under this Agreement, including the costs and disbursements in connection with thecreation, holding, and foreclosure on the Security.

28. Right to Indemnification

28.1. The Issuer shall indemnify the Security Trustee against all losses, liabilities, obligations (includingany taxes (other than taxes on the Security Trustee's own income, profits or gains or any FATCADeduction)), actions in and out of court, and costs and disbursements incurred by the SecurityTrustee in connection with this Agreement or any other Transaction Document, unless such costsand expenses are incurred by the Security Trustee due to a breach of its standard of care pursuantto clause 33 (Standard of Care) of this Agreement.

28.2. The Security Trustee shall not be bound to take any action under or in connection with thisAgreement or any other Transaction Document or any document executed pursuant to any of themincluding, without limitation, forming any opinion or employing any agent, unless in all cases, it isfully indemnified or secured, and is reasonably satisfied that the Issuer will be able to honour anyindemnity in accordance with the Order of Priority as set out in clause 21 hereof, against allliabilities, proceedings, claims and demands to which it may be or become liable and all costs,charges and expenses which may be incurred by it in connection with them (other than taxes on theSecurity Trustee's own income, profits or gains or any FATCA Deduction) for which purpose theSecurity Trustee may require payment in advance of such liabilities being incurred of an amountwhich it considers (without prejudice to any further demand) sufficient to indemnify it or securitysatisfactory to it.

28.3. Notwithstanding any other provision of this Agreement, the Issuer will have no obligation toindemnify the Security Trustee for any FATCA Deductions.

29. Taxes

29.1. The Issuer shall bear all stamp and transfer taxes and other similar taxes or charges which areimposed in the United Kingdom, Germany or Luxembourg on or in connection with (i) thecreation, holding, or foreclosure on Security, (ii) on any measure taken by the Security Trusteepursuant to the Conditions, the Subordinated Loan Agreement or the other Transaction Documents,and (iii) the Issue of the Notes, the execution of the Subordinated Loan Agreement or the executionof the other Transaction Documents.

29.2. All payments of fees and reimbursements of reasonable expenses to the Security Trustee shallinclude any irrecoverable turnover taxes, value added taxes or similar taxes, other than taxes on theSecurity Trustee's own income, profits or gains, or any FATCA Deduction which are imposed inthe future on the services of the Security Trustee.

Replacement of the Security Trustee

30. Termination by the Security Trustee for Good Cause

30.1. The Security Trustee may resign from its office as Security Trustee for good cause (aus wichtigemGrund) at any time, provided that upon or prior to its resignation, the Security Trustee, on behalf ofthe Issuer, appoints a reputable bank in the European Union or a reputable German auditingcompany and/or fiduciary company as successor and such appointee who needs to be experiencedin the business of security trusteeship in Germany assumes all rights and obligations arising fromthis Agreement and has been furnished with all authorities and powers that have been granted tothe Security Trustee.

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30.2. Without prejudice to the obligation of the Security Trustee to appoint a successor in accordancewith clause 30.1 above, the Issuer shall be authorised to make such appointment in lieu of theSecurity Trustee.

30.3. The appointment of the new Security Trustee pursuant to clause 30.1 or clause 30.2 above shallonly take effect if (i) VWFS consents to the appointment of the proposed new Security Trustee;and (ii) the Issuer consents to the appointment of the proposed new Security Trustee or withholdssuch consent unreasonably. Consent pursuant to number (i) above shall be deemed granted if theIssuer or the Security Trustee requests VWFS in writing for consent to the appointment andconsent is not refused by VWFS within five banking days in Frankfurt am Main of having receivedthe request. Consent pursuant to number (ii) shall be deemed granted if the Security Trusteerequests the Issuer in writing for consent to the appointment and consent or proof of reasonablecause for refusing to give consent is not provided within five banking days in Frankfurt am Mainafter the Issuer receives the request.

30.4. A termination pursuant to clause 30.1 above notwithstanding, the rights and obligations of theSecurity Trustee shall continue until the appointment of the new Security Trustee has becomeeffective and the rights pursuant to clause 32 (Transfer of Security; Costs; Publication) hereofhave been assigned to it.

30.5. The outgoing Security Trustee shall, in case of a termination, reimburse (on a pro rata basis) to theIssuer any up-front fees paid by the Issuer for periods after the date on which the substitution of theSecurity Trustee is taking effect. In case of a termination by the Issuer for good cause (auswichtigem Grund) which is attributable to a breach by the Security Trustee of its standard of careset out in clause 33 hereof, the outgoing Security Trustee shall reimburse the Issuer for the costs(including legal costs and administration costs) or pay any costs incurred for the purpose ofappointing a new Security Trustee up to a maximum amount of GBP 15,000 (the "SecurityTrustee Replacement Cost").

31. Replacement of the Security Trustee

The Issuer shall be authorised and obliged to replace the Security Trustee with a reputable bank ora reputable German auditing company and/or law firm and/or a fiduciary company who needs to beexperienced in the business of security trusteeship in Germany if the Issuer has been so instructedin writing by a Noteholder or Noteholders and the Subordinated Lender owning at least 50 per centof the aggregate outstanding principal amount of the Notes and the Subordinated Loan. The Issuershall be obliged to notify VWFS and the Rating Agencies within thirty (30) calendar days uponreceipt of such request to replace the Security Trustee.

32. Transfer of Security; Costs; Publication

32.1. In the case of a replacement of the Security Trustee pursuant to clause 30 (Termination by theSecurity Trustee for Good Cause) or 31 (Replacement of the Security Trustee) of this Agreement,the Security Trustee shall forthwith transfer the Security it holds as fiduciary under thisAgreement, as well as its Trustee Claim under clause 4 (Position of the Security Trustee inRelation to the Issuer) (including the pledge rights granted for the same pursuant to clause 6(Pledge)) in its capacity as trustee to the new Security Trustee. Without prejudice to thisobligation, the Issuer is hereby irrevocably authorised to effect such transfer on behalf of theSecurity Trustee subject to the condition set forth in sentence 1.

32.2. The costs incurred in connection with replacing of the Security Trustee pursuant to clause 30(Termination by the Security Trustee for Good Cause) or 32 (Replacement of the Security Trustee)of this Agreement shall be borne by the Issuer. If the replacement pursuant to clause 30(Termination by the Security Trustee for Good Cause) or clause 31 (Replacement of the SecurityTrustee) of this Agreement is caused by a violation of obligations of the Security Trustee as set outin clause 33 hereof, the Issuer shall be entitled, without prejudice to any additional rights, todemand damages from the Security Trustee in the amount of such costs. The Security TrusteeReplacement Cost, as defined in clause 30.5, shall be limited to GBP 15,000, however, anyadditional rights to demand damages from the Security Trustee shall not be limited to the amountof the Security Trustee Replacement Cost.

32.3. The appointment of a new Security Trustee in accordance with clauses 30 (Termination by theSecurity Trustee for Good Cause) and 31 (Replacement of the Security Trustee) of this Agreement

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shall be published without delay in accordance with the Conditions of the Notes and theSubordinated Loan Agreement, or, if this is not possible, in any other appropriate way.

32.4. The Security Trustee shall provide the new Security Trustee with a report regarding its activitieswithin the framework of this Agreement.

Liability of the Security Trustee

33. Standard of Care

The Security Trustee shall be liable for breach of its obligations under this Agreement only if andto the extent that it fails to meet the standard of care which it would exercise in its own affairs(Sorgfalt in eigenen Angelegenheiten).

34. Exclusion of Liability

The Security Trustee shall not be liable for: (i) any action or failure to act of the Issuer or of otherparties to the Transaction Documents, (ii) the Notes, the Subordinated Loan, the PurchasedReceivables and the Transaction Documents being legal, valid, binding, or enforceable, or for thefairness of the provisions set forth in the Notes, the Subordinated Loan Agreement or in theaforementioned Transaction Documents and (iii) – without prejudice to the provisions of clause 15(Breach of Obligations by the Issuer) hereof – VWFS's failure to meet all or part of its contractualobligations to submit documents to the Security Trustee. In addition, no shareholder, officer ordirector of the Security Trustee shall incur any personal liability as a result of the performance ornon-performance by the Security Trustee of its obligations hereunder. Any recourse against such ashareholder, officer or director is excluded accordingly, save for any such shareholder's, officer's ordirector's own gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz).

Undertakings of the Issuer

35. Undertakings of the Issuer in respect of the Security

The Issuer undertakes vis-à-vis the Security Trustee:

(a) not to sell the Security and to refrain from all actions and failure to act (excluding thecollection and enforcement of the Security in the ordinary course of business) which mayresult in a significant (wesentlichen) decrease in the aggregate value or in a loss of theSecurity; to the extent that there are indications that a Transaction Creditor does notproperly fulfil its obligations under a Transaction Document, the Issuer will in particularexercise the due care from a prudent merchant (Sorgfalt eines ordentlichen Kaufmanns) totake all necessary action to prevent the Security or their value from being jeopardised;

(b) upon request of the Security Trustee, to mark in its accounting records the transfer forsecurity purposes and the pledge to the Security Trustee and to disclose to third partieshaving a legal interest in becoming aware of the transfer for security purposes and thepledge that the transfer for security purposes and the pledge has taken place;

(c) promptly to notify the Security Trustee if the rights of the Security Trustee in the Securityare impaired or jeopardised by way of an attachment or other actions of third parties, bysending a copy of the attachment or transfer order or of any other document on which theenforcement of the third party is based, as well as all further documents which are requiredor useful to enable the Security Trustee to file proceedings and take other actions indefence of its rights. In addition, the Issuer shall promptly inform the attachment creditorand other third parties in writing of the rights of the Security Trustee in the Security; and

(d) to permit the Security Trustee or its representatives to inspect its books and records at anytime during usual business hours for purposes of verifying and enforcing the Security, togive any information necessary for such purpose, and to make the relevant recordsavailable for inspection.

36. Other Undertakings of the Issuer

The Issuer undertakes to:

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(a) promptly notify the Security Trustee in writing if circumstances occur which constitute aForeclosure Event pursuant to clause 17 (Foreclosure on the Security; Foreclosure Event)of this Agreement;

(b) submit to the Security Trustee at least once a year and in any event not later than 180calendar days after the end of its fiscal year and at any time upon demand within five daysa certificate signed by a director of the Issuer in which such director, in good faith and tothe best of his/her knowledge based on the information available represents that during theperiod between the date the preceding certificate was submitted (or, in the case of the firstcertificate, the date of this Agreement) and the date on which the relevant certificate issubmitted, the Issuer has fulfilled its obligations under the Notes, the Subordinated LoanAgreement and the other Transaction Documents or (if this is not the case) specifies thedetails of any breach;

(c) give the Security Trustee at any time such other information it may reasonably demand forthe purpose of performing its duties under this Agreement;

(d) send to the Security Trustee one copy in the German or the English language of anybalance sheet, any profit and loss accounts, any report or notice, or any othermemorandum sent out by the Issuer to its shareholders either at the time of the mailing ofthose documents to the shareholders or as soon as possible thereafter;

(e) send or have sent to the Security Trustee a copy of any notice given in accordance with theConditions and/or the terms of the Subordinated Loan Agreement immediately, or at thelatest on the day of the publication of such notice;

(f) ensure that the Paying Agent notifies the Security Trustee immediately if they do notreceive the moneys needed to discharge in full any obligation to repay the full or partialprincipal amount due to the Noteholders and/or the Subordinated Lender on any PaymentDate;

(g) have at all times at least one director independent from the Seller and the Issuer'sshareholders;

(h) correct any known misunderstanding regarding its separate identity;

(i) conduct its own business in its own name; and

(j) at all times ensure that its central management and control is exercised in Luxembourg.

37. Negative Undertakings

As long as the Notes and the Subordinated Loan are outstanding, the Issuer is not authorisedwithout prior written consent of the Security Trustee to:

37.1. engage in any business or activities other than:

(a) the performance of the obligations under this Agreement, the Notes, the SubordinatedLoan Agreement and the other Transaction Documents and under any other agreementswhich have been entered into in connection with the Funding;

(b) the enforcement of its rights;

(c) the performance of any acts which are necessary or useful in connection with (a) or (b)above; and

(d) the execution of all further documents and undertaking of all other actions, at any time andto the extent permitted by law, which, in the opinion of the Security Trustee, are necessaryor warranted with respect to the reasonable interests of the Noteholders or theSubordinated Lender in order to ensure that the Conditions or the Subordinated LoanAgreement are always valid;

37.2. hold, permit to subsist any subsidiary nor form or acquire any subsidiary (unless in the case of asubstitution of the Issuer pursuant to the Conditions and the Subordinated Loan Agreement);

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37.3. dispose of any assets or any part thereof or interest therein and/or make, incur, assume or suffer toexist any loan, advance or guarantee to any person, unless provided otherwise in this clause 37.1above;

37.4. pay dividends or make any other distribution to its shareholders;

37.5. incur, create, assume or suffer to exist or otherwise become or be liable in respect of anyindebtedness, whether present or future;

37.6. have any employees or own any real estate assets;

37.7. create or permit to subsist any mortgages, or – notwithstanding of its obligations under theTransaction Documents - any liens, pledges or similar rights;

37.8. consolidate or merge;

37.9. materially amend its Articles of Incorporation;

37.10. issue new shares and acquire shares;

37.11. open new accounts (other than contemplated in the Transaction Documents);

37.12. change its country of incorporation;

37.13. effect a substitution of debtors pursuant to the Conditions and the Subordinated Loan Agreement;

37.14. permit its assets to become commingled with those of any other party;

37.15. acquire obligations or securities of its affiliates; or

37.16. take any action which will cause its central management and control to be located in anyjurisdiction other than Luxembourg.

Miscellaneous Provisions

38. Amendments

38.1. VWFS will be entitled to unilaterally amend any term or provision of this Agreement, includingthis clause 38.1 with the consent of the Issuer but without the consent of any Noteholder, any SwapCounterparty, the Subordinated Lender, the Arranger, the Joint Lead Managers, the Managers orany other Person; provided that such amendment shall only become valid,

(a) if it is notified to the Security Trustee, the Rating Agencies and the Issuer and VWFS havereceived a confirmation (x) from the Security Trustee that in the sole professionaljudgment of the Security Trustee, such amendment will not be materially prejudicial to theinterests of any such Transaction Creditor and (y) the Rating Agencies that the ratings thenassigned to the Notes will not be adversely affected by such amendment; and

(b) if any of the amendments relate to the amount, the currency or the timing of the cash-flowreceived by the Issuer under the Purchased Receivables, the application of such cash-flowby the Issuer, or the ranking of the Swap Counterparty in the Order of Priority, then theconsent of the Swap Counterparty will be required; and

(c) in case of amendments which materially and adversely affect the interests of the Issuer, theSecurity Trustee, the Swap Counterparty and/or the Subordinated Lender if suchTransaction Parties that are materially and adversely affected have consented to suchamendment.

38.2. By agreement between the Swap Counterparty and the Issuer, each of the Swap Counterparty andthe Issuer shall be entitled to:

(a) amend the Swap Agreements to ensure that the terms hereof, and the parties obligationsthereunder, are in compliance with:

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(i) the Regulation (EU) No 648/2012 of the European Parliament and of the Councilof 4 July 2012 on OTC derivatives, central counterparties and trade repositories,known as the European Market Infrastructure Regulation ("EMIR") and/or thethen subsisting technical standards under EMIR each as amended, supplemented,restated, verified, replaced or novated (in whole or in part) from time to time; and

(ii) Regulation (EU) No 2015/2365 of the European Parliament and of the Council of25 November 2015, known as the Securities Financing Transactions Regulation("SFTR") and/or any supplementing regulations, provisions or regulatory orimplementing technical standards and/or any technical standards being effectedunder or in connection with the SFTR, each as amended, supplemented, restated,verified, replaced or novated (in whole or in part) from time to time, or

(b) amend or waive (subject at all times to Article 15 (Dispute resolution), Chapter VII of thetechnical standards under EMIR (which relate to, inter alia, non-financial counterparties,risk-mitigation techniques for over the counter derivative contracts not cleared by a centralcounterparty) any of the time periods set out in Part 6(c) of the schedules to the SwapAgreements.

The Servicer or the relevant Transaction Party(ies), as the case maybe, and the Issuer shall beentitled to amend the Servicing Agreement or any other Transaction Documents to ensure that theterms thereof, and the parties' obligations thereunder, are in compliance with EMIR and/or SFTRand/or the then subsisting technical standards thereunder, any changes in the requirements ofArticle 405 of the CRR, Article 17 of Directive 2011/61/EU (as amended), Article 51 of theAIFMR or Article 254 of the Solvency II Regulation, including as a result of the adoption ofregulatory technical standards in relation to the CRR, the AIFMR, the Solvency II Regulation orany other risk retention legislation or regulations or official guidance in relation thereto; in eachcase with the consent of the Issuer but without the consent of any Noteholder, the SubordinatedLender or any other Person; provided that such amendment or waiver shall only become valid if itis notified to the Security Trustee and the Rating Agencies, and the Issuer and the SwapCounterparty or the Servicer or the relevant Transaction Party(ies), as the case maybe, havereceived a confirmation from the Security Trustee that in the sole professional judgment of theSecurity Trustee, such amendment or waiver will not be materially prejudicial to the interests ofany such Transaction Creditor.

38.3. The Security Trustee shall have the right to request a reputable international law firm to confirmthe legal validity of such amendment and/or to describe the legal effects of such amendment and toincur reasonable expenses for such consultation which shall be reimbursed by VWFS.

38.4. Subject to clause 38.2 above, this Agreement may also be amended from time to time inaccordance with the provisions set out in sections 5 to 21 of the German Debenture Act (Gesetzüber Schuldverschreibungen aus Gesamtemissionen Schuldverschreibungsgesetz - SchVG) withthe consent of (a) the Issuer and (b) the Class A Noteholders evidencing not less than a Majority ofthe aggregate outstanding principal amount of the outstanding Class A Notes, for the purpose ofadding any provisions to or changing in any manner or eliminating any of the provisions of thisAgreement or of modifying in any manner the rights of the Noteholders; (x) provided that no suchamendment shall (i) reduce the interest rate or principal amount of any Note or delay the ScheduledRepayment Date or Final Maturity Date of any Note without the consent of the respectiveNoteholder or (ii) reduce the percentage of the aggregate outstanding principal amount of the ClassB Notes without the consent of the Class B Noteholders evidencing not less than a Majority of theaggregate outstanding principal amount of the outstanding Class B Notes and (y) provided furtherthat if any of the amendments relate to the amount, the currency or the timing of the cash-flowreceived by the Seller under the Purchased Receivables, the application of such cash-flow by theIssuer, or the ranking of the Swap Counterparty in the Order of Priority, or materially andadversely affects the interests of the Swap Counterparty, then the prior written consent of the SwapCounterparty will be required. The manner of obtaining consents from the Noteholders may beeither a meeting of Noteholders or by way of a decision without a meeting of Noteholders (einerAbstimmung ohne Versammlung), in each case as further provided in sections 5 to 21 of theSchVG. The manner of obtaining any other consents of Noteholders provided for in thisAgreement and of evidencing the authorisation of the execution thereof by Noteholders will besubject to such reasonable requirements as the Security Trustee may prescribe, including theestablishment of record dates. Upon full redemption of all Class A Notes, the foregoing sentence

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shall apply with the modification that the required Class A Noteholder consent as set out under (b)shall be replaced by consent of Class B Noteholders evidencing not less than a Majority of theaggregate outstanding principal amount of the outstanding Class B Notes.

39. Condition Precedent

This Agreement is subject to the condition precedent that the Issue occurs. If by the Issue Date thishas not been done then this Agreement shall lose all effect by operation of law.

IN WITNESS WHEREOF, this Agreement is duly executed and delivered on the date and the year firstabove written.

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SUBSCRIPTION AND SALE

SUBSCRIPTION OF THE NOTES

Subscription and Sale

The Class A Notes will be underwritten by a syndicate of financial institutions, headed by Merrill LynchInternational and Skandinaviska Enskilda Banken AB (publ), as Joint Lead Managers and managed by: (1)Crédit Agricole Corporate and Investment Bank, (2) DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main and (3) Wells Fargo Securities International Limited asManagers at an issue price of 100 per cent. of their principal amounts on the Issue Date.

The Class B Notes will be underwritten by a syndicate of financial institutions, headed by Merrill LynchInternational and Skandinaviska Enskilda Banken AB (publ) as Joint Lead Managers and managed by (1)Crédit Agricole Corporate and Investment Bank, (2) DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main and (3) Wells Fargo Securities International Limited asManagers at an issue price of 100 per cent. of their principal amounts on the Issue Date.

The issuance of the Notes is not designed to comply with the U.S. Risk Retention Rules other than theexemption under Section _.20 of the U.S. Risk Retention Rules. "U.S. Risk Retention Rules" meansRegulation RR (17 C.F.R Part 246) implementing the risk retention requirements of Section 15G of theU.S. Securities Exchange Act of 1934, as amended, adopted pursuant to the requirements of Section 941 ofthe Dodd-Frank Wall Street Reform and Consumer Protection Act.

The Notes sold on the Closing Date may not be purchased by any person except for persons that are not“U.S. persons” as defined in the U.S. Risk Retention Rules (“Risk Retention U.S. Persons”). "U.S. RiskRetention Rules" means Regulation RR (17 C.F.R Part 246) implementing the risk retention requirementsof Section 15G of the U.S. Securities Exchange Act of 1934, as amended. Prospective investors should notethat whilst the definition of “U.S. person” in the U.S. Risk Retention Rules is substantially similar to thedefinition of “U.S. person” in Regulation S, the definitions are not identical and persons who are not “U.S.persons” under Regulation S may be “U.S. persons” under the U.S. Risk Retention Rules.

Each Purchaser of Notes, including beneficial interests therein will be deemed, and in certain circumstanceswill be required, to represent and agree that it (1) is not a Risk Retention U.S. Person (2) is acquiring suchNote or a beneficial interest therein for its own account and not with a view to distribute such Note; and (3)is not acquiring such Note or a beneficial interest therein as part of a scheme to evade the requirements ofthe U.S. Risk Retention Rules. Each prospective investor will be required to make these representations (a)on or about the time of the announcement of the securitisation transaction involving the issuance of theNotes and (b) if such representations have not been previously made, as a condition to placing any offer topurchase the Notes. The Issuer, VWFS and the Banks will rely on these representations, without furtherinvestigation.

The Notes may not be sold to, or for the account or benefit of, U.S. persons except (i) pursuant to anexemption from, or in a transaction not subject to the registration requirements of, the Securities Act or (ii)in accordance with an exemption from the U.S. Risk Retention Rules.

Selling Restrictions

General

All applicable laws and regulations must be observed in any jurisdiction in which the Notes may beoffered, sold or delivered, to the best of each Bank's knowledge and belief (subject that each Bank shallhave no liability to the Issuer or VWFS in respect of any non-observance of the U.S. Risk Retention Rulesby the Issuer or VWFS or any other person). Each Bank has agreed that it will not offer, sell or deliver anyof the Notes, directly or indirectly, or distribute the Offering Circular, the Offering Circular or any otheroffering material relating to the Notes, in or from any jurisdiction except under circumstances that willresult in compliance with the applicable laws and regulations thereof (other than the U.S. Risk RetentionRules), to the best of such Bank's knowledge and belief, and that it will not impose any obligations on theIssuer in connection with the U.S. Risk Retention Rules except as set out in the Note Purchase Agreementprovided that, as part of the initial distribution of the Notes, each Bank undertakes to the Issuer and VWFSto use reasonable efforts prior to the Closing Date to only, directly or indirectly, sell and deliver the Notesto a prospective investor in the Notes who has provided representations to the Issuer and VWFS relating to

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its status as a Risk Retention U.S. Person. Each prospective investor will be required to providerepresentations to the Issuer and VWFS relating to its status as a Risk Retention U.S. Person: (a) on orabout the time of the announcement of the securitisation transaction involving the issuance of the Notes and(b) if such representations have not been previously made, as a condition to placing any offer to purchasethe Notes. The Banks, the Issuer and VWFS will rely on the representations each prospective investor willbe required to make as outlined in the immediately preceding sentence without further investigation.

Notwithstanding the foregoing, the Banks will not have any liability to the Issuer or VWFS for compliancewith the U.S. Risk Retention Rules by the Issuer or VWFS or any other person except to the extent as setout in the Note Purchase Agreement.

Notwithstanding the foregoing, the parties acknowledge and agree that the Issuer can, with the consent of,and in reliance on, the Seller, sell a limited portion of the Notes to, or for the account or benefit of, RiskRetention U.S. Persons under the "foreign offering" exemption from the U.S. Risk Retention Rules.

United States of America and its Territories

Each of the Banks has represented and agreed with the Issuer in the Note Purchase Agreement that:

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the"Securities Act") or any U.S. state securities law and may not be offered, or sold or delivered within theUnited States or to, or for the account or benefit of, U.S. Persons except pursuant to an exemption from, orin a transaction not subject to, the registration requirements of the Securities Act and applicable state orlocal securities laws and under circumstances designed to preclude the Issuer from having to register underthe Investment Company Act. Each of the Banks represents and agrees that it has not offered or sold ordelivered the Notes, and will not offer or sell the Notes (i) as part of its distribution at any time or (ii)otherwise until forty (40) calendar days after the later of (a) the date the Notes are first offered to Personsother than distributors in reliance on Regulation S and (b) the Closing Date, except, in either case, only inaccordance with Rule 903 of Regulation S under the Securities Act. Neither the Banks nor their respectiveaffiliates (as defined in Rule 501(b) of Regulation D under the Securities Act) nor any Persons acting ontheir behalf have engaged or will engage in any directed selling efforts with respect to the Notes, and theyhave complied and will comply with the offering restrictions requirements of Regulation S under theSecurities Act. At or prior to confirmation of the sale of the Notes, the respective Banks will have sent toeach distributor, dealer or person receiving a selling concession, fee or other remuneration that purchasesNotes from them during the distribution compliance period (as defined in Regulation S) a confirmation ornotice to substantially the following effect:

"The Securities covered hereby have not been and will not be registered under the U.S. SecuritiesAct of 1933, as amended (the "Securities Act"), and may not be offered or sold within the UnitedStates or to, or for the account or benefit of, U.S. Persons (i) as part of their distribution at any timeor (ii) otherwise until forty (40) calendar days after the later of (a) the date the Notes are firstoffered to Persons other than distributors in reliance on Regulation S and (b) the Closing Date,except in either case, in accordance with Regulation S under the Securities Act. Terms used abovehave the meaning given to them in Regulation S under the Securities Act".

Terms used in this section have the meaning given to them in Regulation S under the Securities Act savethat as used herein "U.S. Person" means a U.S. person within the meaning of Regulation S.

The Notes may not be offered, or sold within the United States or to, or for the account or benefit of, U.S.Persons except pursuant to an exemption from, or in a transaction not subject to the registrationrequirements of, the Securities Act.

United Kingdom

Each of the Banks has represented and agreed with the Issuer in the Note Purchase Agreement that:

(a) it has only communicated or caused to be communicated and will only communicate orcause to be communicated an invitation or inducement to engage in investment activity(within the meaning of section 21 of the Financial Services and Markets Act 2000 (the"FSMA")) received by it in connection with the issue or sale of any Notes incircumstances in which section 21(1) of the FSMA does not apply to the Issuer; and

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(b) it has complied and will comply with all applicable provisions of the FSMA withrespect to anything done by it in relation to the Notes in, from or otherwise involvingthe United Kingdom.

Republic of France

Each of the Banks has represented and agreed with the Issuer in the Note Purchase Agreement that:

(a) the Offering Circular is not being distributed in the context of a public offering of financialsecurities (offre au public de titres financiers) in France within the meaning of Article L. 411-1 ofthe French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq.of the General Regulation of the French Autorité des Marchés Financiers ("AMF");

(b) the Notes have not been offered, sold or distributed and will not be offered, sold ordistributed, directly or indirectly, to the public in France. Such offers, sales anddistributions have been and shall only be made in France (i) to qualified investors(investisseurs qualifiés) acting for their own account and/or (ii) to persons providingportfolio management investment service for third parties (personnes fournissant leservice d'investissement de gestion de portefeuille pour compte de tiers), each asdefined in and in accordance with Articles L. 411-2-II, D. 411-1, D. 321-1, D. 744-1,D. 754-1 and D. 764-1 of the French Monetary and Financial Code and anyimplementing regulation and/or (iii) in a transaction that, in accordance with Article L.411-2-I of the French Monetary and Financial Code and Article 211-2 of the GeneralRegulation of the AMF, does not constitute a public offering of financial securities;

(c) investors in France are informed that the subsequent direct or indirect retransfer of theNotes to the public in France can only be made in compliance with Articles L. 411-1,L. 411-2, L. 412-1 and L. 621-8 through L. 621-8-3 of the French Monetary andFinancial Code; and

(d) the Offering Circular and any other offering material relating to the Notes have notbeen and will not be submitted to the AMF for approval and, accordingly, may not bedistributed or caused to be distributed, directly or indirectly, to the public in France.

Republic of Italy

The offering of the Notes in the Republic of Italy has not been authorised by the Italian Securities andExchange Commission (Commissione Nazionale per le Società e la Borsa, "CONSOB") pursuant to theItalian securities legislation and, accordingly, each of the Banks has represented and agreed that it has notoffered or sold, and will not offer, sell or deliver any Notes or distribute copies of the Offering Circular orof any other offering material relating to the Notes in the Republic of Italy in a public offer within themeaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998, as amended ("Decree No.58"), other than:

(a) to Italian qualified investors, as defined in Article 100 of Decree No. 58 by reference to Article 34-ter Paragraph 1(b) of CONSOB Regulation no. 11971 of 14 May 1999, as amended ("Regulationno. 11971") ("Qualified Investors"); and

(b) in other circumstances which are exempted from the rules on public offer pursuant toDecree No. 58 and Regulation No. 11971.

Any offer, sale or delivery of the Notes or distribution of copies of the Offering Circular or any otherdocument relating to the Notes in Italy under the paragraphs above must be:

(c) made by investment firms, banks or financial intermediaries permitted to conduct suchactivities in Italy in accordance with Legislative Decree No. 385 of 1 September 1993,as amended ("Decree No. 385"), Decree No. 58, CONSOB Regulation No. 16190of October 29, 2007, as amended, and any other applicable laws and regulations; and

(d) in compliance with all relevant Italian securities, tax and exchange controls and anyother applicable laws and regulations.

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Any subsequent distribution of the Notes in Italy must be made in compliance with the public offer andprospectus requirement rules provided under Decree No. 58 and Regulation No. 11971, unless anexemption from those rules applies. Failure to comply with such rules may result in the sale of such Notesbeing declared null and void and in the liability of the entity transferring the Notes for any damagessuffered by the investors.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the ProspectusDirective (each, a "Relevant Member State"), each of the Banks has represented and agreed that witheffect from and including the date on which the Prospectus Directive is implemented in that RelevantMember State, (the "Relevant Implementation Date"), none of them has made and none of them willmake an offer of notes to the public in that Relevant Member State other than the offers contemplated in theOffering Circular from the time the Offering Circular has been approved by the relevant competentauthority and published and notified to the relevant competent authority in accordance with the ProspectusDirective, except that it may, with effect from and including the Relevant Implementation Date, make anoffer of Notes to the public in that Relevant Member State:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive,

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined inthe Prospectus Directive) subject to obtaining the prior consent of the Joint LeadManagers, or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Notes will require the Issuer or any Joint Lead Manager to publish aprospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article16 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of notes to the public" with respect to any Notesin any Relevant Member State means the communication in any form and by any means of sufficientinformation on the terms of the offer and the Notes to be offered so as to enable an investor to decide topurchase or subscribe the Notes, as the same may be varied in that Member State by any measureimplementing the Prospectus Directive in that Member State, the expression "Prospectus Directive" meansDirective 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevantimplementing measure in the Relevant Member State.

No offer to retail investors

Each of the Joint Lead Managers has represented and agreed with the Issuer in respect of the Notes that ithas not offered or sold and will not offer or sell the Notes, directly or indirectly, to retail investors in theEuropean Economic Area and has not distributed or caused to be distributed and will not distribute or causeto be distributed to retail investors in the European Economic Area, the Prospectus or any other offeringmaterial relating to the Notes.

For these purposes "retail investor" means a person who is one (or more) of the following: (a) a retail clientas defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II") or (b) acustomer within the meaning of Directive 2002/92/EC (as amended, the "Insurance MediationDirective"), where that customer would not qualify as a professional client as defined in point (10) ofArticle 4(1) of MiFID II or (c) not a qualified investor as specified in Directive 2003/71/EC (as amended)and the term “offer" includes the communication in any form and by any means of sufficient informationon the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase orsubscribe the Notes.

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GENERAL INFORMATION

Notes Issue

The Notes have been authorised by the managing directors of the Issuer on 19 September 2017 and will beissued by the Issuer on 25 September 2017. For the effective issue of the Notes, the managing directors donot require any shareholders' resolution or other internal approval. According to Clause 2 of the Issuer'sArticles of Incorporation, the issue of asset-backed secured notes is the purpose of the Issuer.

Legal and arbitration proceedings

Since its incorporation on 8 August 2014, Driver UK Multi-Compartment S.A. has not been engaged in anygovernmental, legal or arbitration proceedings (including any such proceedings which are pending orthreatened of which Driver UK Multi-Compartment S.A. is aware), during a period covering at least theprevious 12 months, which may have, or have had in the recent past, significant effects on Driver UKMulti-Compartment S.A.'s financial position or profitability.

Material Adverse Change

There has been no material adverse change in the financial position or prospects of the Issuer since the dateof its last financial statements dated 31 March 2016.

Payment Information and Post-Issuance Transaction Information

For so long as the Notes are listed on the official list and admitted to trading on the regulated market of theLuxembourg Stock Exchange, the Issuer will notify the Luxembourg Stock Exchange on the ServicerReport Performance Date of the Interest Amounts, Interest Period and the payments of interest andprincipal, in each case without delay after their determination pursuant to the Conditions. The informationwill be communicated to the Luxembourg Stock Exchange at the latest on the first day of each interestperiod.

All information to be given to the Noteholders pursuant to Condition 6, including monthly information onthe development of the portfolio as set out in Condition 6, will be available and may be obtained (free ofcharge) at the specified office of the Paying Agent.

The Notes have been accepted for clearance through Clearstream Banking société anonyme, Luxembourgand Euroclear Bank S.A./N.V.

All notices concerning the Notes shall be published on the website of the Luxembourg Stock Exchange(www.bourse.lu) and/or in a newspaper having general circulation in Luxembourg (which is expected to bethe Luxemburger Wort) insofar as required by the rules of the Luxembourg Stock Exchange and shall bedelivered to the applicable clearing systems for communications by them to the Noteholders.

Listing and Admission to Trading

Application has been made for listing of the Notes on the official list of the Luxembourg Stock Exchangeand for admission to trading of the Notes on the regulated market of the Luxembourg Stock Exchange on25 September 2017. The total expenses related to the admission to listing and trading will approximatelyamount to EUR 14,600.

ICSDs

Euroclear Bank S.A./N.V.

1 Boulevard du Roi Albert II

1210 Brussels

Belgium

Clearstream Banking, société anonyme, Luxembourg

42 Avenue JF Kennedy

L-1885 Luxembourg

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Clearing Codes

Class A Notes

ISIN: XS1662097655

Common Code: 166209765

Class B Notes

ISIN: XS1662098117

Common Code: 166209811

Inspection of Documents

Copies of the following documents may be inspected during customary business hours on any working dayfrom the date hereof (or the date of publication of such document, as relevant) as long as the Notes remainoutstanding at the registered office of the Issuer and the Paying Agent and as long as the Notes are listed onthe official list of the Luxembourg Stock Exchange and admitted to trading on the regulated market of theLuxembourg Stock Exchange they will also be available at the specified offices of the Paying Agent, (i)this Offering Circular, (ii) the Trust Agreement, (iii) the Deed of Charge and Assignment, (iv) the AgencyAgreement, (v) the Articles of Incorporation of the Issuer, (vi) the audited financial statements of the Issuerdated 31 March 2015 and 31 March 2016 and (vii) all future financial reports of the Issuer. A copy of theOffering Circular will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).

Driver UK Multi-Compartment S.A., acting for and on behalf of its Compartment Driver UK six

52-54 avenue du X SeptembreL-2550 Luxembourg

The Bank of New York Mellon, London BranchOne Canada SquareLondon E14 5ALUnited Kingdom

Any websites included in the Offering Circular are for information purposes only and do not form part ofthe Offering Circular.

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MASTER DEFINITIONS SCHEDULE

The following is an extract from the Master Definitions Schedule. The text will be attached as Appendix Bto the Conditions of both Classes and constitutes an integral part of the Conditions of both Classes. In caseof any overlap or inconsistency in the definitions of a term or expression in the Master Definitions Scheduleand elsewhere in the Offering Circular, the definitions of the Master Definitions Schedule will prevail.

1. Definitions

1.1. The parties to this Master Definitions Schedule agree that, except where expressly stated to thecontrary or where the context otherwise requires, the definitions set out below shall apply to termsor expressions referred to but not otherwise defined in each Transaction Document.

"Account Agreement" means the account agreement between the Issuer, VWFS, the AccountBank, the Cash Administrator and the Security Trustee governing the Accounts dated on or aboutthe Closing Date, as amended from time to time.

"Account Bank" means the Accumulation Account Bank, the Distribution Account Bank, theCounterparty Downgrade Collateral Account Bank, the Cash Collateral Account Bank and theMonthly Collateral Account Bank.

"Account Bank Replacement Cost" shall have the meaning given to that term in clause 13.1(Accounts) of the Trust Agreement.

"Account Bank Required Guarantee" means a guarantee provided to the Account Bank by aparty having an Account Bank Required Rating.

"Account Bank Required Rating" means ratings, solicited or unsolicited, of:

(a) a short-term rating of at least "A-1" and a long-term rating of at least "A" from S&P, or, ifsuch entity is not subject to a short-term rating from S&P, long-term ratings of at least"A+" from S&P; and

(b) a short-term rating of at least "P-1" or long-term ratings of at least "A2" from Moody's.

"Accounts" means the Accumulation Account, Distribution Account, the Counterparty DowngradeCollateral Account, the Cash Collateral Account and the Monthly Collateral Account.

"Accrued Interest" means in respect of a Note and on any date, the Note interest which hasaccrued up to such date.

"Accumulation Account" means the accumulation account held with the Accumulation AccountBank.

"Accumulation Account Bank" means The Bank of New York Mellon, London Branch.

"Accumulation Amount" means the sum of the Class A Accumulation Amount and the Class BAccumulation Amount.

"Accumulation Balance" means on a Payment Date during the Revolving Period theAccumulation Balance brought forward at the beginning of the relevant Monthly Period plus theAccumulation Amount for the relevant Payment Date.

"Additional Cut-Off Date" means the last day of a Monthly Period elapsing prior to an AdditionalPurchase Date.

"Additional Encrypted List" means the encrypted list (with only the names and addresses andcontract numbers of the respective Obligors) made available to the Issuer by VWFS on eachPayment Date.

"Additional Offer Date" means the third Business Day prior to a Payment Date.

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"Additional Purchase Date" means a Payment Date falling in the Revolving Period, when anadditional purchase is made pursuant to Clause 2 (Agreement for sale and purchase) of theReceivables Purchase Agreement.

"Additional Receivables" means the Receivables purchased by the Issuer from VWFS on anyAdditional Purchase Date in accordance with the Receivables Purchase Agreement.

"Additional Receivables Overcollateralisation Percentage" means 3.0 per cent.

"Additional Receivables Purchase Price" means, in respect of Additional Receivables, anamount equal to the Replenished Additional Discounted Receivables Balance multiplied by one (1)minus the Additional Receivables Overcollateralisation Percentage. The Additional ReceivablesPurchase Price shall be free of VAT and shall be debited at the Additional Purchase Date from theAccumulation Account (if not already netted).

"Administrator Recovery Incentive" means any incentive fee, costs and/or expenses payable,pursuant to the Servicing Agreement, to an Insolvency Official of VWFS in relation to the sale ofVehicles after an Insolvency Event of VWFS.

"Adverse Claim" means any mortgage, charge, pledge, hypothecation, lien, floating charge,security assignment or other security interest or encumbrance or other right or claim under the lawsof any jurisdiction, of or on any Person's assets or properties in favour of any other Person.

"Affected Party" has the meaning given to that term in paragraph 1.3 (Mitigation) of Schedule 1to the Servicing Agreement.

"Affiliate" means, in relation to any Person, any entity controlled, directly or indirectly by thePerson, any entity that controls, directly or indirectly the Person or any entity directly or indirectlyunder common control with such Person (for this purpose, "control" of any entity of Person meansownership of a majority of the voting power of the entity or Person). For the purposes of thisdefinition, with respect to the Issuer, "Affiliate" does not include the Corporate Services Provideror any entities which the Corporate Services Provider controls.

"Agency Agreement" means the agency agreement entered into between, amongst others, theIssuer, the Agents and the Security Trustee dated on or about the Closing Date, as amended fromtime to time.

"Agent Replacement Cost" shall have the meaning given to that term in clause 10.3 (Terminationand variation of appointment) of the Agency Agreement.

"Agents" means the Paying Agent, the Interest Determination Agent and the Registrar, and"Agent" means any one of them.

"Aggregate Cut-Off Date Discounted Receivables Balance" means the Aggregate DiscountedReceivables Balance as of the Initial Cut-Off Date and any Additional Cut-Off Date.

"Aggregate Discounted Receivables Balance" means the sum of the Discounted ReceivablesBalances for all Financing Contracts relating to Purchased Receivables.

"AIFM Regulation" means Regulation (EU) No 231/2013 of 19 December 2012.

"Ancillary Rights" means, in relation to a Purchased Receivable, all remedies for enforcing thesame including, for the avoidance of doubt and without limitation:

(a) the right to demand, sue for, recover, receive and give receipts for all amounts due and tobecome due whether or not from Obligors or guarantors under or relating to the FinancingContract to which such Purchased Receivable relates and all guarantees (if any)(including, for the avoidance of doubt, any Enforcement Proceeds received by the Seller orits agents);

(b) the benefit of all covenants and undertakings from Obligors and from guarantors under theFinancing Contract to which such Receivable relates and under all guarantees (if any);

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(c) the benefit of all causes and rights of actions against Obligors and guarantors under andrelating to the Financing Contract to which such Receivable relates and under and relatingto all guarantees (if any);

(d) the benefit of any other rights, title, interest, powers and benefits of the Seller into, under,pursuant to or in relation to such Financing Contract other than rights specifically relatingto the Vehicle itself (with such rights specifically relating to the Vehicle including, withoutlimitation, the right of ownership but excluding the rights to any PCP Recoveries);

(e) any Insurance Proceeds received by the Seller or its agents pursuant to Insurance Claims ineach case insofar as the same relate to the Financing Contract to which such Receivablerelates; plus

(f) the benefit of any rights, title, interest, powers and benefits of the Seller in and to PCPRecoveries.

"Applicable Insolvency Law" means any applicable bankruptcy, insolvency or other similar lawaffecting creditors' rights now or hereafter in effect in any jurisdiction.

"Arranger" means Merrill Lynch International.

"Articles of Incorporation" means the statutes of Driver UK Multi-Compartment S.A. underLuxembourg law.

"Assignation in Security" means any assignation in security of the Issuer's interest in the ScottishTrust Property granted pursuant to the terms of the Deed of Charge and Assignment and beingsubstantially in the form set out in either Part A or Part B of Schedule 4 (Assignation in Security)of the Deed of Charge and Assignment.

"Available Distribution Amount" on each Payment Date shall equal the sum of the followingamounts:

(a) amounts received as Collections or collected by the Servicer; plus

(b) payments from the Cash Collateral Account as provided for in clause 20.3 of the TrustAgreement; plus

(c) (i) Net Swap Receipts under the Swap Agreements; (ii) where the relevant SwapAgreement has been terminated, any Swap Termination Payments due by the Issuer to thedeparting Swap Counterparty have been paid, and no replacement Swap Counterparty hasbeen found, an amount equal to the lesser of (A) the Swap Termination Payments sittingon the Counterparty Downgrade Collateral Account received by the Issuer and (B) the NetSwap Receipts that would have been required to be paid under the terminated SwapAgreement had thereon such date assuming that there had been no termination of suchSwap Agreement and (iii) where the relevant Swap Agreement has been terminated,amounts allocated in accordance with clause 20.12 of the Trust Agreement; plus

(d) after the end of the Revolving Period, transfers from the Accumulation Account to theDistribution Account pursuant to the Trust Agreement; plus

(e) interest earned on the Distribution Account and the Accumulation Account; plus

(f) the Interest Compensation Order of Priority Amount; minus

(g) the Interest Compensation Amount.

Interest accruing on the Counterparty Downgrade Collateral Account (other than amounts payableunder Clause 20.9 and Clause 20.10 (Distribution Account; Accumulation Account; CashCollateral Account, Counterparty Downgrade Collateral Account; Swap Provisions) of the TrustAgreement), the Cash Collateral Account and the Monthly Collateral Account will not form part ofthe Available Distribution Amount. Such accrued interest and earned income will be retained onthe relevant Account and (i) in the case of the Counterparty Downgrade Collateral Account,interest accruing in respect of amounts other than Swap Termination Payments received by the

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Issuer, be paid to the Swap Counterparty in accordance with the Swap Agreement; (ii) in the caseof the Counterparty Downgrade Collateral Account, interest accruing in respect of SwapTermination Payments received by the Issuer, be paid to the Subordinated Lender and/or VWFS inaccordance with the priority of payment set out in Clause 20.13 (Distribution Account;Accumulation Account; Cash Collateral Account, Counterparty Downgrade Collateral Account;Swap Provisions) unless otherwise specified in the Trust Agreement; (iii) in the case of the CashCollateral Account, form part of the General Cash Collateral Amount and be applied accordinglyin accordance with Clause 20.3 (Distribution Account; Accumulation Account; Cash CollateralAccount, Counterparty Downgrade Collateral Account; Swap Provisions) of the Trust Agreementand (iv) in the case of the Monthly Collateral Account, be netted against the Servicer's obligationto pay the Monthly Collateral Part 1 and the Monthly Collateral Part 2 and be paid to the Sellerfollowing the exercise of the Clean-Up Call Option or once the Notes and the Subordinated Loanhave been fully redeemed (provided that as of the exercise of the Clean-Up Call Option or once theNotes have been fully redeemed, no payments will be required to be made to the MonthlyCollateral Account).

"Banks" means the Arranger, the Joint Lead Managers and the Managers collectively and "Bank"means any one of the Arranger, the Joint Lead Managers and the Managers.

"Borrowing Date" shall have the meaning given to that term in clause 2.1 (The SubordinatedLoan) of the Subordinated Loan Agreement.

"Business Day" means any day on which TARGET2 or the successor system to TARGET2 is openfor business provided that this day is also a day on which banks are open for business in Londonand Luxembourg.

"Cash Administrator" means The Bank of New York Mellon, London Branch.

"Cash Collateral Account" means the interest bearing account held with the Cash CollateralAccount Bank.

"Cash Collateral Account Balance" means, as at the relevant date of determination, the balancestanding to the credit of the Cash Collateral Account.

"Cash Collateral Account Bank" means The Bank of New York Mellon, London Branch.

"Cash Collateral Amount" means an amount equal to GBP 5,400,000 (representing 1.2 per cent.of the Aggregate Discounted Receivables Balance on the Issue Date).

"CCA" means the Consumer Credit Act 1974, as amended by the Consumer Credit Act 2006 andassociated secondary legislation.

"Charged-Off Amount" in the relation to a Charged-Off Receivable the sum of the accountingwrite-off in accordance with the Servicer's Customary Operating Practices that reduces theDiscounted Receivables Balance (where the adjustment for Defaulted Receivables being zero shallnot be applied) associated with the Vehicle to zero with regard to a Charged-Off Receivable and/or

plus, if appropriate the accounting write off in accordance with the Servicer′s Customary Operating

Practices of past due Receivables that remain unpaid and reduced to a value of zero.

"Charged-Off Receivable" means a Terminated Receivable upon the occurrence of the earlier ofthe following events (i) the Vehicle associated to a Terminated Receivable is being sold or written-off (as having a value of zero) or (ii) the value of the associated Terminated Receivable (excludingthe Vehicle) is written off in accordance with the Servicer's Customary Operating Practices.

"Charged Property" means the whole of the right, title, benefit and interest of the Issuer in suchundertaking, property, assets and rights assigned to the Security Trustee as defined under the Deedof Charge and Assignment.

"Charged Transaction Documents" means the English Transaction Documents other than theDeed of Charge and Assignment.

"Class" means, as the context may require, the Class A of the Notes or the Class B of the Notes.

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"Class A Accumulation Amount" means, on any Payment Date during the Revolving Period, anamount no less than zero equal to the lesser of (a) the Class A Principal Payment Amount and (b)the Class A Available Redemption Collections.

"Class A Actual Overcollateralisation Percentage" means, with respect to any Payment Date,one minus the quotient of (i) the Note Principal Amount Outstanding of the Class A Notes dividedby (ii) the Aggregate Discounted Receivables Balance, in each case as determined immediatelyafter the preceding Payment Date.

"Class A Aggregate Discounted Receivables Balance Increase Amount" means in respect of aPayment Date the amount necessary to increase the Aggregate Discounted Receivables Balance asof the end of the relevant Monthly Period to the Class A Targeted Aggregate DiscountedReceivables Balance.

"Class A Amortisation Amount" in respect of the Class A Notes: (i) on a Payment Date fallingduring the Revolving Period, zero or (ii) on any Payment Date falling after the end of theRevolving Period, the Class A Principal Payment Amount.

"Class A Available Redemption Collections" means an amount equal to the AvailableDistribution Amount less any amounts due and payable on the relevant Payment Date under itemsfirst through eighth of the Order of Priority set out in Clause 21.3 (Order of Priority) of the TrustAgreement.

"Class A Cash Component" shall be equal to the Class A Aggregate Discounted ReceivablesBalance Increase Amount multiplied by one minus the Additional ReceivablesOvercollateralisation Percentage.

"Class A Final Maturity Date" means 25 February 2026.

"Class A Floating Rate Asset Backed Registered Notes" means the GBP 340,200,000 class Afloating rate asset-backed registered notes due February 2026, consisting of 3,402 individual notes,each in the nominal amount of GBP 100,000.

"Class A Global Note" means the Global Note representing the Class A Notes.

"Class A Interest Margin" means 0.480 per cent. per annum.

"Class A Noteholders" means the holders of the Class A Notes.

"Class A Notes" means the Class A Floating Rate Asset Backed Registered Notes.

"Class A Notes Factor" shall be calculated as follows:

NF =

340,200,000 – KR

340,200,000

whereby NF means the Class A Notes Factor which is calculated to six decimal places and KRmeans the total of all principal repayments of the nominal amount of all Class A Notes paidrespectively on each Payment Date up to (but excluding) the relevant respective Payment Date.

"Class A Notes Interest Rate" means the rate equivalent to the sum (subject to a floor of zero) ofLIBOR plus the Class A Interest Margin.

"Class A Principal Payment Amount" means:

(a) during the Revolving Period, an aggregate amount equal to the Class A Cash Component;

(b) after the end of the Revolving Period, an aggregate amount for any Payment Date which isequal to the amount necessary to reduce the outstanding principal amount of the Class ANotes to the Targeted Class A Note Balance.

"Class A Scheduled Repayment Date" means 26 February 2024.

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"Class A Swap Agreement" means the interest rate swap entered into by the Issuer and the ClassA Swap Counterparty in relation to the Class A Notes on or about the Closing Date to beconstituted by an ISDA Master Agreement, credit support annex and Schedule thereto and aconfirmation documented thereunder.

"Class A Swap Counterparty" means Crédit Agricole Corporate and Investment Bank.

"Class A Targeted Aggregate Discounted Receivables Balance" means: (a) the Note PrincipalAmount Outstanding of all Class A Notes divided by (b)(i) 100% minus (ii) the Class A TargetedOvercollateralisation Percentage.

"Class A Targeted Overcollateralisation Amount" means, on each Payment Date, the Class ATargeted Overcollateralisation Percentage multiplied by the Aggregate Discounted ReceivablesBalance as at the end of the relevant Monthly Period.

"Class A Targeted Overcollateralisation Percentage" means:

(a) 26 per cent. during the Revolving Period until a Credit Enhancement Increase Conditionshall be in effect;

(b) 30 per cent. after the end of the Revolving Period until a Credit Enhancement IncreaseCondition shall be in effect; and

(c) 100 per cent. if a Credit Enhancement Increase Condition shall be in effect.

"Class B Accumulation Amount" means, on any Payment Date during the Revolving Period, anamount no less than zero equal to the lesser of (a) the Class B Principal Payment Amount and (b)the Class B Available Redemption Collections.

"Class B Aggregate Discounted Receivables Balance Increase Amount" means in respect of aPayment Date the amount necessary to increase the Aggregate Discounted Receivables Balance asof the end of the relevant Monthly Period to the Class B Targeted Aggregate DiscountedReceivables Balance.

"Class B Amortisation Amount" in respect of the Class B Notes: (i) on a Payment Date fallingduring the Revolving Period, zero or (ii) on any Payment Date falling after the end of theRevolving Period, the Class B Principal Payment Amount.

"Class B Available Redemption Collections" means an amount equal to the AvailableDistribution Amount less any amount due and payable on the relevant Payment Date under itemsfirst through ninth of the Order of Priority set out in Clause 21.3 (Order of Priority) of the TrustAgreement.

"Class B Cash Component" shall be equal to the Class B Aggregate Discounted ReceivablesBalance Increase Amount multiplied by one minus the Additional ReceivablesOvercollateralisation Percentage.

"Class B Final Maturity Date" means 25 February 2026.

"Class B Floating Rate Asset Backed Registered Notes" means the GBP 29,200,000 class Bfloating rate asset-backed registered notes due February 2026, consisting of 292 individual notes,each in the nominal amount of GBP 100,000.

"Class B Global Note" means the Global Note representing the Class B Notes.

"Class B Interest Margin" means 0.90 per cent. per annum.

"Class B Noteholders" means the holders of the Class B Notes.

"Class B Notes" means the Class B Floating Rate Asset Backed Registered Notes.

"Class B Notes Factor" shall be calculated as follows:

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NF =

29,200,000 - KR

29,200,000

whereby NF means the Class B Notes Factor which is calculated to six decimal places and KRmeans the total of all principal repayments of the nominal amount of all Class B Notes paidrespectively on each Payment Date up to (but excluding) the relevant respective Payment Date.

"Class B Notes Interest Rate" means the rate equivalent to the sum (subject to a floor of zero) ofLIBOR plus the Class B Interest Margin.

"Class B Principal Payment Amount" means:

(a) during the Revolving Period, an aggregate amount equal to the Class B Cash Component;

(b) after the end of the Revolving Period, an aggregate amount for any Payment Date which isequal to the amount necessary to reduce the outstanding principal amount of the Class BNotes to the Targeted Class B Note Balance.

"Class B Scheduled Repayment Date" means 26 February 2024.

"Class B Swap Agreement" means the interest rate swap entered into by the Issuer and the ClassB Swap Counterparty in relation to the Class B Notes on or about the Closing Date to beconstituted by an ISDA Master Agreement, credit support annex and Schedule thereto and aconfirmation documented thereunder.

"Class B Swap Counterparty" means Crédit Agricole Corporate and Investment Bank.

"Class B Targeted Aggregate Discounted Receivables Balance" means: (a) the Note PrincipalAmount Outstanding of all Notes divided by (b)(i) 100% minus (ii) the Class B TargetedOvercollateralisation Percentage.

"Class B Targeted Overcollateralisation Amount" means, on each Payment Date, the Class BTargeted Overcollateralisation Percentage multiplied by the Aggregate Discounted ReceivablesBalance as at the end of the relevant Monthly Period.

"Class B Targeted Overcollateralisation Percentage" means:

(a) 19.5 per cent. during the Revolving Period until a Credit Enhancement Increase Conditionshall be in effect;

(b) 23.5 per cent. after the end of the Revolving Period until a Credit Enhancement IncreaseCondition shall be in effect; and

(c) 100 per cent. if a Credit Enhancement Increase Condition shall be in effect.

"Clean-Up Call Option" means the option of VWFS to repurchase the outstanding PurchasedReceivables from the Issuer at any time when the Aggregate Discounted Receivables Balance forall outstanding Purchased Receivables is less than 10 per cent of the sum of the Initial Receivables.

"Clean-Up Call Option Notice" means the notice served pursuant to clause 13.1 (Clean-Up CallOption) the Receivables Purchase Agreement for a Clean-Up Call Option.

"Clean-Up Call Option Settlement Amount" means the amount as set out in Clause 13.2 (Clean-Up Call Option) of the Receivables Purchase Agreement which shall, for the purposes of thedefinition of Collections, be treated as a "Settlement Amount".

"Clearstream Luxembourg" means the Clearstream clearance system for inter-nationally tradedsecurities operated by Clearstream Banking, société anonyme, Luxembourg, 42 Avenue JFKennedy, L-1885 Luxembourg, and any successor thereto.

"Client Assets Sourcebook" means the CASS sourcebook as set out in the FCA Rules.

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"Client Money Distribution and Transfer Rules" means the client money distribution rules setout in Chapter 7 of the Client Assets Sourcebook.

"Client Money Rules" means the client money rules set out in Chapter 7 of the Client AssetsSourcebook of the FCA Rules.

"Closing Date" means 25 September 2017.

"Collections" means, with respect to any Purchased Receivable, the following amounts receivedduring the relevant Monthly Period:

(a) all payments received by the Servicer related to such Purchased Receivable in the form ofcash, cheques, SWIFT payments, wire transfers, direct debits, bank giro credits or otherform of payment made by an Obligor in respect of such Purchased Receivable, includingPCP Recoveries, excess mileage charges, Enforcement Proceeds and Insurance Proceeds;

(b) any payments received by the Servicer under any Ancillary Rights related to suchPurchased Receivable;

(c) any and all amounts received by the Servicer (after expenses of recovery, repair and sale inaccordance with Customary Operating Practices) in connection with any sale or otherdisposition of the Vehicle related to such Purchased Receivable;

(d) any payments received by the Servicer by way of recoveries in respect of any suchPurchased Receivable that has become a Defaulted Receivable;

(e) the aggregate Settlement Amounts or any payment received by the Issuer on such PaymentDate pursuant to Clause 11 (Payment for non-existent Receivables) of the ReceivablesPurchase Agreement,

but shall not include any payments constituting Excluded Amounts.

"Common Safekeeper" or "CSK" means the entity appointed by the ICSDs to providesafekeeping for the Class A Notes under the new safekeeping structure (NSS).

"Common Services Provider" or "CSP" means the entity appointed by the ICSDs to provide assetservicing for the Class A Notes under the new safekeeping structure (NSS).

"Common Terms" means the common terms set out in Schedule 2 of the Incorporated TermsMemorandum and incorporated into each of the German Transaction Documents by reference.

"Compartment" means a compartment of Driver UK Multi-Compartment S.A., within themeaning of the Luxembourg Securitisation Law.

"Compartment Driver UK six" means the sixth Compartment of Driver UK Multi-CompartmentS.A, designated to acquire the Purchased Receivables and related collateral from VWFS under theReceivables Purchase Agreement and issue the Notes.

"Conditions" means the terms and conditions of the Notes which are set out in the OfferingCircular.

"Consumer Protection Regulations" means the Consumer protection from Unfair TradingRegulations 2008, which implement the UCPD.

"Consumer Credit Sourcebook" means the consumer credit sourcebook as set out in the FCAHandbook.

"Corporate Services Agreement" means the corporate services agreement entered into by DriverUK Multi-Compartment S.A. and the Corporate Services Provider on or about 25 September 2014,under which the Corporate Services Provider is responsible for the day to day activities of DriverUK Multi-Compartment S.A, and shall provide secretarial, clerical, administrative and relatedservices to Driver UK Multi-Compartment S.A. and maintain the books and records of Driver UKMulti-Compartment S.A. in accordance with applicable laws and regulations of Luxembourg.

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"Corporate Services Provider" means Circumference FS (Luxembourg) S.A..

"Counterparty Downgrade Collateral Account" means the counterparty downgrade collateralaccount of the Issuer established with the Counterparty Downgrade Collateral Account Bank forcollateral provided by the Swap Counterparty pursuant to the Swap Agreements. Any cash orsecurities collateral posted to such Counterparty Downgrade Collateral Account as a result of aratings downgrade of the Swap Counterparty shall be monitored on a specific ledger and any cashcollateral shall bear interest. Such collateral shall be segregated from the Distribution Account andfrom the general cash flow of the Issuer and shall not constitute Collections.

"Counterparty Downgrade Collateral Account Bank" means The Bank of New York Mellon,London Branch.

"CPR" means constant prepayment rate.

"CRA15" means the Consumer Rights Act 2015.

"CRA Regulation" means Regulation (EC) No 1060/2009 of the European Parliament on creditrating agencies, as amended by Regulation (EU) No 513/2011 and by Regulation (EU) No462/2013 ("CRA3").

"Credit" has the meaning given to that term in Clause 21 (Order of Priority) of the TrustAgreement.

"Credit Enhancement Increase Condition" shall be deemed to be in effect if the Cumulative NetLoss Ratio exceeds (i) 1.50 per cent. for any Payment Date prior to or during September 2018; or(ii) 2.7 per cent. for any Payment Date from October 2018 but prior to or during June 2019, or (iii)if the Cumulative Net Loss Ratio exceeds 4.50 per cent. for any Payment Date.

"CRD" means Directive 2013/36/EU of the European Parliament and of the Council of 26 June2013 on access to the activity of credit institutions and the prudential supervision of creditinstitutions and investment firms, amending Directive 2002/87/EC and repealing Directives2006/48/EC and 2006/49/EC.

"CRD IV–Package" means CRD and CRR.

"CRR" means Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26June 2013 on prudential requirements for credit institutions and investment firms, as amended byRegulation (EU) No 648/2012.

"CSSF" means the Commission de Surveillance du Secteur Financier of Luxembourg.

"Cumulative Net Loss Ratio" means for any Payment Date a fraction expressed as a percentage,the numerator of which is the aggregate Charged-Off Amount of all Purchased Receivables(including Purchased Receivables which were not received on time and Purchased Receivablesremaining to be paid in the future) less any recoveries made in relation to Charged-Off Receivableswith effect from the Cut-Off Date and the denominator of which is the Aggregate Cut-Off DateDiscounted Receivables Balance.

"Cure Period" means, with respect of a breach or warranty given by the Seller in the ReceivablesPurchase Agreement, the period until the end of the Monthly Period which includes the sixtieth(60th) day (or, if VWFS so elects, an earlier date) after the date on which VWFS has becomeaware, or was notified, of such breach.

"Customary Operating Practices" means the normal operating policies and practices in respect ofthe origination, management, administration and collection of receivables adopted by (as the casemay be) VWFS or the Servicer from time to time with respect to hire purchase and PCPAgreements entered into by VWFS.

"Cut-Off Date" means each of the Initial Cut-Off Date and each Additional Cut-Off Date.

"Data Protection Act" means the Data Protection Act 1998.

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"Data Protection Trust Agreement" means the data protection trust agreement entered into on orabout the Closing Date by the Seller, the Data Protection Trustee, the Security Trustee and theIssuer, as amended from time to time.

"Data Protection Trustee" means Wilmington Trust SP Services (Frankfurt) GmbH.

"Deed of Charge and Assignment" means the deed of charge and assignment dated on or aboutthe Closing Date among, amongst others, the Issuer and the Security Trustee.

"Defaulted Receivable" means (without double-counting):

(a) any Purchased Receivable which has been written off as without value in accordance withthe Customary Operating Practices; or

(b) any Purchased Receivable which has been "hostile terminated" in accordance with theCustomary Operating Practices; or

(c) any PCP Receivable in respect of which (i) the related Obligor has elected to exercise itsright to return the Vehicle related to such PCP Receivable pursuant to the PCP Agreementrelated to such PCP Receivable, and (ii) the Vehicle related to such PCP Receivable hasnot been sold or otherwise disposed of for more than 91 days from the date on which suchVehicle was returned.

"Determination Date" means the first day of an Interest Period.

"Direct Debit" means a written instruction of an Obligor authorising its bank to honour a requestof VWFS to debit a sum of money on specified dates from the account of the Obligor for credit toan account of VWFS.

"Direct Debiting Scheme" means the system for the manual or automated debiting of bankaccounts by Direct Debit operated in accordance with the principal rules of certain members of theAssociation for Payment Clearing Services.

"Discount Rate" means 4.2390 per cent. per annum, which equals the weighted average of (i) theestimated fixed rates under the Swap Agreement and (ii) an estimate of the hypothetical swap rate(being higher than the fixed rate under the Swap Agreement) theoretically needed to swap thefloating rate payments of the Subordinated Loan, plus the Servicer Fee at a rate of 1 per cent. perannum, plus 0.03 per cent. for any administrative cost and fees. The Discount Rate shall include anamount equal to the Interest Compensation Rate which is available to pay Interest CompensationOrder of Priority Required Amounts on any Payment Date.

"Discounted Receivables Balance" means, in respect of each Purchased Receivable, its scheduledcashflow (including amounts of overdue Principal and Interest under the relevant FinancingContract) discounted as of the relevant date at the Discount Rate on the basis of one year having360 days, with 12 months and each month having 30 days. For the avoidance of doubt, theDiscounted Receivables Balance shall exclude a Purchased Receivable which becomes a Written-Off Purchased Receivable.

"Distribution Account" means the interest bearing account held with the Distribution AccountBank.

"Distribution Account Bank" means The Bank of New York Mellon, London Branch.

"Early Amortisation Event" shall mean any of the following:

(a) the occurrence of a Servicer Replacement Event;

(b) the Accumulation Balance on two consecutive Payment Dates exceeds in aggregate 15 percent. of the Discounted Receivables Balance;

(c) on any Payment Date falling after 3 consecutive Payment Dates following the Issue Date,the Class A Actual Overcollateralisation Percentage is determined as being lower than24.4 per cent.;

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(d) VWFS ceases to be an Affiliate of Volkswagen Bank GmbH or any successor thereto;

(e) the Seller fails to perform its obligations under clause 10 (Repurchase) and clause 11(Payment for Non-existent Receivables) of the Receivables Purchase Agreement;

(f) a Credit Enhancement Increase Condition is in effect;

(g) on any Payment Date the balance standing to the credit of the Interest CompensationLedger is equal to zero; or

(h) the occurrence of a Foreclosure Event.

"Early Settlement" means where (i) the Obligor of a Purchased Receivable requests from theServicer that the Servicer allows the Obligor on payment to the Servicer of the requested earlysettlement amount calculated in accordance with the Customary Operating Practices to terminatethe Financing Contract and (ii) the requested early settlement amount is paid in accordance withthe Customary Operating Practices with the result that no further liability exists from the Obligorunder the Financing Contract that is the subject of the early settlement request.

"Early Settlement Regulations" means the Consumer Credit (Early Settlement) Regulations2004.

"EC Treaty" means the Treaty establishing the European Community (signed in Rome on25 March, 1957), as amended by the Treaty on European Union (signed in Maastricht on7 February, 1992), as amended by the Treaty of Amsterdam (signed in Amsterdam on2 November, 1997), as amended by the Treaty of Nice (signed in Nice on 26 February, 2001) andas amended by the Treaty of Lisbon (signed in Lisbon on 13 December 2007 and in force since1 December 2009) and as amended from time to time.

"EMIR" means Regulation (EU) No 648/2012 of the European Parliament and of the Council of4 July 2012 on OTC derivatives, central counterparties and trade repositories, known as theEuropean Market Infrastructure Regulation.

"Eligibility Criteria" means, in relation to the Receivables, the eligibility criteria set forth inClause 9.1 (Warranties and Representations) of the Receivables Purchase Agreement.

"Eligible Collateral Bank" means an international recognised bank with the Account BankRequired Ratings.

"Eligible Swap Counterparty" means any entity:

(a) having (i) the S&P First Required Rating (in the event that S&P Option 1 or S&P Option 2 applies)or the S&P Option 3 Required Ratings (in the event that the S&P Option 3 applies) or the S&POption 4 Required Ratings (in the event that S&P Option 4 applies) or (ii) the S&P SecondRequired Rating (in the event that S&P Option 1 or S&P Option 2 applies) and posts collateral inthe amount and manner set forth in the Swap Agreements or (iii) obtaining either (1) a guaranteefrom a party having the ratings set forth in (c)(i) above or (2) a guarantee from a party having theS&P Second Required Rating (in the event that S&P Option 1 or S&P Option 2 applies) andposting collateral in the amount and manner set forth in the Swap Agreements or (iv) in the case ofS&P Option 1, S&P Option 2, S&P Option 3 or S&P Option 4, taking such other action as it mayagree with S&P in accordance with the Swap Agreements in order to maintain or restore the ratingon the Notes to the level at which it was immediately prior to the failure to meet the applicablerating; and

(b) having a long-term counterparty risk assessment of, or if it does not have such counterparty riskassessment, having long-term, unsecured and unsubordinated debt or counterparty obligationsrated, (i) "A3" or above by Moody's or (ii) "Baa3" or above by Moody's and which either postscollateral in the amount and manner set forth in the Swap Agreements or obtains a guarantee froma person having the ratings set forth in (i) above.

"Encumbrances" has the meaning as set forth in Annex 6 (Further Representations andWarranties), Clause 1.9 (No Encumbrances/Security), of the Note Purchase Agreement.

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"Enforcement Event" means the event that (in the sole judgment of the Security Trustee) aForeclosure Event has occurred and the Security Trustee has served an Enforcement Notice uponthe Issuer.

"Enforcement Notice" means a notice delivered by the Security Trustee on the Issuer upon theoccurrence of a Foreclosure Event stating that the Security Trustee commences with theenforcement of the Security pursuant to the procedures set out in the relevant Security Documents.

"Enforcement Proceeds" means the gross proceeds from the realisation of Vehicles in respect ofPurchased Receivables and from the enforcement of any other Ancillary Rights.

"English Transaction Documents" means the Receivables Purchase Agreement, the ServicingAgreement, the Account Agreement, each Swap Agreement and the Deed of Charge andAssignment and any other documents designated as an English Transaction Document by theIssuer and the Security Trustee.

"ESMA" means the European Securities Markets Authority.

"EU" means the European Union.

"EU Insolvency Regulation" means Regulation (EU) 2015/848 of the European Parliament and ofthe Council of 20 May 2015 on insolvency proceedings (recast)..

"EUR" or "Euro" or "€" means the lawful currency of the member states of the European Unionthat have adopted the single currency in accordance with the EC Treaty.

"Euroclear" means Euroclear Bank S.A./N.V., 1 Boulevard du Roi Albert II, B-1210 Brussels,Belgium and any successor thereto.

"Eurosystem" comprises the European Central Bank and the national central banks of thosecountries that have adopted the euro.

"Excess Swap Collateral" means, in respect of a Swap Agreement, an amount (which shall betransferred directly to the Swap Counterparty in accordance with the Swap Agreement) equal to theamount by which the value of the collateral (or the applicable part of any collateral) provided bythe Swap Counterparty to the Issuer pursuant to the Swap Agreement exceeds the SwapCounterparty's liability under the Swap Agreement as at the date of termination of the SwapAgreement or which it is otherwise entitled to have returned to it under the terms of the SwapAgreement.

"Expected Collections" means an amount, as determined by the Servicer and as set out in eachServicer Report, equal to the sum of (i) the expected monthly instalments to be received in relationto the Financing Contracts underlying the Purchased Receivables and (ii) the expected monthlyprepayments, calculated on the basis of a constant prepayment rate of 20 per cent.

"Excluded Amounts" comprise the following, which are not sold to the Issuer: (a) anySupplemental Servicer Fee, (b) any credit protection, asset value or other insurance premiumspayable by Obligors to the relevant insurers via the Servicer, (c) the VAT Component on paymentsreceived by the Servicer; (d) any amounts payable by an Obligor in respect of refurbishmentcharges, wear-and-tear and other similar types of recoveries and charges (other than excess mileagecharges); (e) any option to purchase fee specified in the Financing Contract; and (f) any cashflowsfrom maintenance contracts.

"FATCA" means:

(a) sections 1471 to 1474 of the US Internal Revenue Code and the Treasury regulations andofficial guidance issued thereunder, as amended from time to time ("US FATCA");

(b) any inter-governmental agreement between the United States and any other jurisdictionentered into in connection with US FATCA (an "IGA");

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(c) any treaty, law, regulation or official guidance enacted, issued or amended in anyjurisdiction which facilitates the implementation of US FATCA or an IGA("Implementing Law"); and

(d) any agreement entered into with the US Internal Revenue Service, the US government orany governmental or Tax authority in any other jurisdiction in connection with USFATCA, an IGA or any Implementing Law.

"FATCA Deduction" means a deduction or withholding from a payment under a TransactionDocument required by FATCA.

"FCA" means the Financial Conduct Authority of the United Kingdom (and any successorregulatory authority).

"FCA Rules" means the rules promulgated by the FCA under FSMA as amended or replaced fromtime to time.

"Final Maturity Date" means the Payment Date falling on 25 February 2026.

"Final Rental Amount" means, if any, the larger final payment due under the FinancingContracts.

"Financing Contract" means an agreement for the provision of credit for the purchase of motorvehicles, taking the form of hire purchase agreements ("HP Agreements" or "HP No Balloon")and personal contract purchase agreements ("PCP Agreements" or "PCP") between VWFS and anObligor.

"Fitch" means Fitch Ratings Limited, or any successor to its rating business.

"Force Majeure Event" means an event beyond the reasonable control of the person affectedincluding, strike, lock-out, sit-in, labour dispute, act of God, war, insurrection, riot, epidemic, civilcommotion, governmental directions and regulations, malicious damage, accident, breakdown ofplant of machinery, computer software, hardware or system failure, earthquake, fire, flood, stormand other circumstances affecting the supply of goods or services.

"Foreclosure Event" means any of the following events:

(a) with respect to the Issuer an Insolvency Event occurs; or

(b) the Issuer defaults in the payment of any interest on the most senior Class of Notes thenoutstanding when the same becomes due and payable, and such default continues for aperiod of five Business Days; or

(c) the Issuer defaults in the payment of principal of any Note on the Final Maturity Date.

It is understood that the interest and principal on the Notes other than interest on the most seniorNotes will not be due and payable on any Payment Date prior to the Final Maturity Date except tothe extent there are sufficient funds in the Available Distribution Amount to pay such amounts inaccordance with the Order of Priority.

"Foundation" means Stichting CarLux, a foundation duly incorporated and validly existing underthe laws of The Netherlands, having its registered office at Barbara Strozzilaan 101, 1083 HNAmsterdam, the Netherlands and registered with the trade register of the Chamber of Commerce inAmsterdam under number 34283304.

"FSMA" means the Financial Services and Markets Act 2000, as amended from time to time.

"Funding" means the Notes and the Subordinated Loan.

"Future Discounted Receivables Balance" means, at the beginning of the relevant MonthlyPeriod, the present value of the Purchased Receivables scheduled to be paid in the future calculatedby using the same mechanism as to calculate the Discounted Receivables Balance, excluding anyarrears and stock.

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"GBP" or "Sterling" means the lawful currency for the time being of the United Kingdom of GreatBritain and Northern Ireland.

"General Cash Collateral Amount" means the outstanding balance of the Cash CollateralAccount from time to time other than the amount standing to the credit of the InterestCompensation Ledger.

"German Civil Code" means the civil code (Bürgerliches Gesetzbuch) of Germany, as amended

or restated from time to time.

"German Transaction Documents" means the Conditions of the Class A Notes, the Conditions ofthe Class B Notes, the Trust Agreement, the Agency Agreement, the Note Purchase Agreementand the Subordinated Loan Agreement, the Data Protection Trust Agreement, and any otherdocuments designated as a German Transaction Documents by the Issuer and the Security Trustee.

"Global Notes" means in respect of each Class of Notes the global registered notes withoutcoupons attached representing each such Class as more specifically described in Condition 1.2., asset out in the Agency Agreement.

"Governmental Authority" means any nation or government, any state or other politicalsubdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, anybody or entity exercising executive, legislative, judicial, regulatory or administrative functions ofor pertaining to a government, including without limitation any court, and any Person owned orcontrolled, through stock or capital ownership or otherwise, by any of the foregoing including forthe avoidance of doubt the FCA.

"HP Agreements" or "HP No Balloon" means each hire purchase agreement entered into betweenVWFS and an Obligor.

"Incorporated Terms Memorandum" means the incorporated terms memorandum entered intobetween, amongst others, the Issuer and the Security Trustee on or about 21 September 2017.

"Initial Cut-Off Date" means 31 August 2017.

"Initial Cash Collateral Amount" means 5,400,000.

"Initial Encrypted List" means the encrypted list (with only the names and addresses and contractnumbers of the respective Obligors) made available to the Issuer by VWFS on a Business Dayfalling no later than 7 Business Days after the Closing Date.

"Initial Offer Date" means 25 September 2017.

"Initial Receivables" means the Receivables purchased by the Issuer from the Seller on theClosing Date in accordance with the Receivables Purchase Agreement.

"Initial Receivables Purchase Price" shall be GBP 436,501,234.61 (equal to the AggregateDiscounted Receivables Balance of the Purchased Receivables as of the Initial Cut-Off Date less(i) an amount of GBP 8,100,000 for overcollateralisation purposes and less (ii) the Initial CashCollateral Amount).

"Insolvency Event" means, with respect to Driver UK Multi-Compartment S.A., the Seller, theServicer, the Security Trustee, as the case may be, each of the following events:

(a) the making of an assignment, assignation, trust, conveyance, composition of assets for thebenefit of its creditors generally or any substantial portion of its creditors;

(b) the application for, seeking of, consents to, or acquiescence in, the appointment of areceiver, trustee, liquidator or similar official for it or a substantial portion of its property;

(c) the initiation of any case, action or proceedings before any court or GovernmentalAuthority against Driver UK Multi-Compartment S.A., the Seller, the Servicer or theSecurity Trustee under any applicable liquidation, insolvency, composition, bankruptcy,receivership, dissolution, reorganisation, winding-up, relief of debtors or other similar

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laws and such proceedings are not being disputed in good faith with a reasonable prospectof discontinuing or discharging the same;

(d) the levy or enforcement of a distress, diligence or execution or other process upon or suedout against the whole or any substantial portion of the undertaking or assets of Driver UKMulti-Compartment S.A., the Seller, the Servicer or the Security Trustee and suchpossession or process (as the case may be) shall not be discharged or otherwise shall notcease to apply within sixty days;

(e) initiation or consent to any case, action or proceedings in any court or GovernmentalAuthority relating to Driver UK Multi-Compartment S.A., the Seller, the Servicer or theSecurity Trustee under any applicable liquidation, insolvency, composition, bankruptcy,receivership, dissolution, reorganisation, winding-up, relief of debtors or other similarlaws;

(f) an order is made against Driver UK Multi-Compartment S.A., the Seller, the Servicer orthe Security Trustee or an effective resolution is passed for its winding-up; and

(g) Driver UK Multi-Compartment S.A., the Seller, the Servicer or the Security Trustee isdeemed generally unable to pay its debts within the meaning of any liquidation,insolvency, composition, reorganisation or other similar laws in the jurisdiction of itsincorporation or establishment (provided that, for the avoidance of doubt, any assignment,assignation, charge, pledge or lien made by the Issuer for the benefit of the SecurityTrustee under the Trust Agreement or the Deed of Charge and Assignment shall notconstitute an Insolvency Event in respect of the Issuer).

"Insolvency Official" means, in respect of any company, a liquidator, provisional liquidator,administrator (whether appointed by the court or otherwise), administrative receiver, receiver(including any receiver under the LPA), receiver or manager, nominee, supervisor, trustee inbankruptcy, conservator, guardian, the Viscount or other similar official in respect of suchcompany or in respect of all (or substantially all) of the company's assets or in respect of anyarrangement or composition with creditors or any equivalent or analogous officer under the law ofany jurisdiction.

"Insurance Claims" means any claims against any car insurer in relation to any damaged or stolenVehicle.

"Insurance Proceeds" means any proceeds or monetary benefit in respect of any InsuranceClaims.

"Interest" means, in respect of a Receivable, each of the scheduled periodic payments of interest(if any) payable by the respective Obligor as provided for in accordance with the terms of therelevant Financing Contract plus any applicable later payment penalties.

"Interest Amount" means, with respect to any Note as at any Payment Date, the amount ofinterest payable by the Issuer in respect of that Note on such Payment Date as determined inaccordance with the Conditions.

"Interest Compensation Amount" means the element of the Discount Rate which is available tocompensate the Issuer for interest shortfalls suffered by the Issuer as a result of the EarlySettlement of Purchased Receivables during the relevant Monthly Period. The InterestCompensation Amount shall be calculated on each Payment Date as the product of (a) the InterestCompensation Rate divided by 12, and (b) the Future Discounted Receivables Balance. If, on anyPayment Date, the Interest Compensation Amount is greater than the Interest Compensation Orderof Priority Required Amount, the excess shall be credited to the Interest Compensation Ledger.

"Interest Compensation Ledger" means the ledger maintained on the Cash Collateral Account.The Interest Compensation Ledger will not form part of the General Cash Collateral Amount. TheInterest Compensation Ledger will be available to pay Interest Compensation Order of PriorityRequired Amounts on any Payment Date. On the Issue Date VWFS will fund the InterestCompensation Ledger in an amount equal to the Interest Compensation Ledger Initial Amount andthereafter VWFS will be entitled to receive any Interest Compensation Ledger Release Amountsoutside of the Order of Priority.

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"Interest Compensation Ledger Initial Amount" means GBP 1,500,000.

"Interest Compensation Ledger Release Amount" means:

(a) if an Insolvency Event in respect of VWFS has occurred and is continuing, zero; or

(b)

(i) on any Payment Date prior to the exercise of the Clean-Up Call Option:

(1) until an amount equal to the Interest Compensation Ledger InitialAmount has been paid to VWFS, the amount standing to the credit of theInterest Compensation Ledger in excess of GBP 1,500,000; and

(2) thereafter, the amount standing to the credit of the Interest CompensationLedger in excess of GBP 3,000,000; and

(3) in connection with the repurchase of a Purchased Receivable following abreach of representation and warranty set out in Clause 9.1 (Warrantiesand Representations) of the Receivables Purchase Agreement, an amountequal to the element of the interest shortfall suffered by the Issuer as aresult of the early settlement (by way of repurchase by VWFS) of thatPurchased Receivable;

(ii) following the exercise of the Clean-Up Call Option, the balance standing to thecredit of the Interest Compensation Ledger,

which shall be paid to the Seller.

"Interest Compensation Order of Priority Amount" means, on any Payment Date, the sum of:

(a) the amount of Interest Compensation Amount necessary to satisfy the InterestCompensation Order of Priority Required Amount due on such date; and

(b) if the Interest Compensation Amount is insufficient to satisfy the Interest CompensationOrder of Priority Required Amount due on such date, a drawing from the InterestCompensation Ledger in an amount equal to the shortfall, until the balance of the InterestCompensation Ledger is equal to zero.

"Interest Compensation Order of Priority Required Amount" means, on each Payment Datethe aggregate amount for all Financing Contracts that have been subject to Early Settlement duringthe relevant Monthly Period calculated as the Discounted Receivables Balance for the FinancingContract subject to Early Settlement less the net present value of the future payments for the sameFinancing Contract calculated using the obligor internal rate of return (rather than the DiscountRate).

"Interest Compensation Rate" means 1.9689 per cent.

"Interest Determination Agent" means The Bank of New York Mellon, London Branch.

"Interest Period" means, unless otherwise mutually agreed by the parties, the period from (andincluding) a Payment Date to (but excluding) the next succeeding Payment Date provided that theinitial Interest Period shall be the period from (and including) the Issue Date to (but excluding) thefirst Payment Date.

"Interest Shortfall" means the accrued interest which is not paid on a Note on the Payment Daterelated to the Interest Period in which it accrued, including but not limited to any accrued interestresulting from the correction of any miscalculation of interest payable on a Note related to the lastInterest Period immediately preceding the Payment Date.

"International Central Securities Depositary" or "ICSD" means Clearstream Luxembourg orEuroclear and "ICSDs" means both Clearstream Luxembourg and Euroclear collectively.

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"Investment Company Act" means the U.S. Investment Company Act of 1940, as amended fromtime to time.

"ISIN" means the international securities identification number pursuant to the ISO – 6166Standard.

"ISO" means the International Organisation for Standardisation.

"Issue" means the issue of the Class A Notes and the Class B Notes by the Issuer on the IssueDate.

"Issue Date" means 25 September 2017.

"Issue Outstanding Amount" or "IOA" means, in respect of the Class A Notes held under thenew safekeeping structure (NSS), the total outstanding indebtedness of the Issuer as determinedfrom time to time by reference to the Register. Where relevant, the IOA is the result of the productbetween the nominal amount and the Class A Notes Factor, in respect of the Class A Notes heldunder the new safekeeping structure (NSS).

"Issuer" means Driver UK Multi-Compartment S.A., a public limited liability company (sociétéanonyme), having its registered office at 52-54, Avenue du X Septembre, L-2550 Luxembourg,registered with the Luxembourg trade and companies register under registration number B189.629, acting solely for and on behalf of its Compartment Driver UK six.

"Issuer-ICSDs Agreement" means the agreement entered into by the Issuer and the ICSDs beforethe Class A Notes will be accepted by the ICSDs to be held under the new safekeeping structure(NSS).

"Joint Lead Managers" means Merrill Lynch International and Skandinaviska Enskilda BankenAB (publ).

"Liabilities" means, in respect of any person, any losses, damages, costs, charges, awards, claims,demands, expenses, judgments, actions, proceedings or other liabilities whatsoever includingreasonable legal fees and any taxes and penalties incurred by that person, together with any VATcharged or chargeable in respect of any of the sums referred to in this definition.

"LIBOR" (London Interbank Offered Rate) means for any Interest Period commencing on theIssue Date and thereafter the rate for deposits in Sterling for a period of one month, such referencerate shown on the first day of the relevant Interest Period (the Determination Date) atapproximately 11:00 a.m. (London time) on Reuters page LIBOR01 and rounded down, ifnecessary, to a hundredth-thousandth of a percentage point (five digits after the decimal point),0.0000005 shall be rounded up. As used in this definition, "Reuters page LIBOR01" means thedisplay page so designated on the Reuters screen service administered by ICE BenchmarkAdministration Limited (or any other person which takes over the administration of that rate). IfReuters page LIBOR 01 is not available or if no such quotation appears thereon, in each case as atsuch time, the Interest Determination Agent shall determine LIBOR on the basis of such otherscreen rate the Interest Determination Agent shall determine in good faith. If no such screen rate isavailable, the Interest Determination Agent shall ask five reference banks selected by the Issuer fortheir reference rate (expressed as a percentage rate per annum) vis-à-vis leading banks in Europeon the Determination Date at approximately 11:00 a.m. (London time). If two or more of thereference banks provide the Interest Determination Agent with such reference rates, LIBOR shallbe the arithmetic mean (rounded up or down, if necessary, to a hundred thousandths of a per cent.(five digits after the decimal point), 0.000005 shall be rounded up) of such reference rates, all asdetermined by the Interest Determination Agent. If LIBOR cannot be determined in accordancewith the foregoing provisions, the LIBOR rate for the respective Interest Period shall equal thereference rate last shown prior to the Determination Date on the aforementioned screen page. If theagreed page is replaced or the service ceases to be available, the Issuer and the InterestDetermination Agent may specify another page or service displaying the appropriate rate after

consultation with each other.

"LPA" means the Law of Property Act 1925.

"Luxembourg" means the Grand Duchy of Luxembourg.

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"Luxembourg Securitisation Law" means the Luxembourg law on securitisation of 22 March2004, as amended from time to time.

"Luxembourg Stock Exchange" means Société de la Bourse de Luxembourg.

"Luxembourg Transaction Documents" means the Corporate Services Agreement and any otherdocuments designated as a Luxembourg Transaction Document by the Issuer and the SecurityTrustee.

"Majority" means, as the context may require, 75 per cent. of the aggregate outstanding principalamount of the outstanding notes of a given class.

"Managers" means: (1) Crédit Agricole Corporate and Investment Bank, (2) DZ BANK AGDeutsche Zentral-Genossenschaftsbank, Frankfurt am Main and (3) Wells Fargo SecuritiesInternational Limited.

"Master Definitions Schedule" means Schedule 1 (Master Definitions Schedule) to theIncorporated Terms Memorandum.

"Material Adverse Effect" means, as the context may require:

(a) a material adverse effect on the validity or enforceability of any of the TransactionDocuments; or

(b) in respect of a Transaction Party, a material adverse effect on:

(i) the business, operations, assets property, condition (financial or otherwise) orprospects of such Transaction Party; or

(ii) the ability of such Transaction Party to perform its obligations under any of theTransaction Documents; or

(iii) the rights or remedies of such Transaction Party under any of the TransactionDocuments.

"Maximum Discounted Receivables Balance" means the highest Aggregate DiscountedReceivables Balance at any time during the Transaction.

"Monthly Collateral Account" means the interest bearing account held with the MonthlyCollateral Account Bank.

"Monthly Collateral Account Bank" means The Bank of New York Mellon, London Branch.

"Monthly Collateral Part 1" means in respect of a Monthly Period an amount equal to theexpected Collections for the period from (and including) the first until (and including) the fifteenthcalendar day of such Monthly Period as determined by the Servicer on the eleventh Business Dayprior to the start of that Monthly Period.

"Monthly Collateral Part 2" means in respect of a Monthly Period an amount equal to theexpected Collections for the period from (and including) the sixteenth calendar day of the relevantMonthly Period until (and including) the last day of such Monthly Period, as determined by theServicer on the eleventh Business Day prior to the sixteenth calendar day of such Monthly Period.

"Monthly Collections Part 1" means, in respect of a Monthly Period, the Collections for theperiod from (and including) the first calendar day of such Monthly Period until (and including) thefifteenth calendar day of such Monthly Period, as determined by the Servicer on the fifth BusinessDay following the fifteenth calendar day of such Monthly Period.

"Monthly Collections Part 2" means, in respect of a Monthly Period, the Collections for theperiod from (and including) the sixteenth calendar day of such Monthly Period until (andincluding) the last day of the relevant Monthly Period, as determined by the Servicer on the fifthBusiness Day following the last day of such Monthly Period.

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"Monthly Investor Report" means the report so named prepared by the Servicer in accordancewith the Servicing Agreement.

"Monthly Payments" means the monthly distribution of the Available Distribution Amount oneach Payment Date in accordance with the Order of Priority.

"Monthly Period" means a calendar month, and with respect to any Payment Date, the calendarmonth immediately prior to each Payment Date.

"Monthly Remittance Condition" shall no longer be satisfied if any of the following eventsoccur: (a) Either Volkswagen Bank GmbH (or any of its successors within the Volkswagen Groupas parent of the Servicer) (i) no longer has a short-term rating for unsecured and unguaranteed debtof at least "A-2" from S&P or a long-term rating for unsecured and unguaranteed debt of at least"BBB" from S&P, or (ii) where Volkswagen Bank GmbH (or any of its successors within theVolkswagen Group as parent of the Servicer) is not the subject of an S&P short-term rating, along-term rating for unsecured and unguaranteed debt of at least "BBB+" from S&P, or (iii) S&Pnotifies the Issuer and/or the Servicer that VWFS is no longer deemed eligible under the applicablerating criteria by S&P. Volkswagen Bank GmbH (or any of its successors within the VolkswagenGroup as parent of the Servicer) holds less than 100 per cent. of the shares of VWFS, or (b)Volkswagen Bank GmbH (or any of its successors within the Volkswagen Group as parent of theServicer) no longer has a long-term rating for unsecured and unguaranteed debt of at least "Baa1"from Moody's.

"Moody's" means Moody's Investors Service Limited and any successor to the debt rating businessthereof.

"Net Swap Payment" means for the Swap Agreements, the net amounts with respect to regularlyscheduled payments owed by the Issuer to a Swap Counterparty, if any, on any Payment Date,including any interest accrued thereon, under the Swap Agreements, excluding Swap TerminationPayments and any other amounts payable to the Swap Counterparty under the Swap Agreements.

"Net Swap Receipts" means for the Swap Agreement, the net amounts owed by a SwapCounterparty to the Issuer, if any, on any Payment Date, excluding any Swap TerminationPayments. For further clarity, this term does not include any amounts transferred as collateral.

"New Issuer" means any Person which substitutes the Issuer pursuant to Condition 10.

"New Security Trustee" has the meaning given to that term in Clause 8.4 (Authority to Collect;Assumptions of Obligations; Further Assignment) of the Trust Agreement.

"Nominal Amount" means the amount issued for the Class A Notes or the Class B Notes, asapplicable.

"Non-Conforming Receivable" means each Receivable in respect of which any representationsand warranties set out in Clause 9.1 (Warranties and Representations) of the Receivables PurchaseAgreement proves to have been incorrect and has not been remedied by VWFS pursuant to theterms of Clause 10 (Repurchase) of the Receivables Purchase Agreement.

"Notes Factor" means the Class A Notes Factor or the Class B Notes Factor or the combination ofthem.

"Note Principal Amount Outstanding" means, in relation to a Note on any day, the principalamount of such Note upon issue as reduced by all amounts paid prior to such date on such Note inrespect of principal.

"Note Purchase Agreement" means the note purchase agreement dated on or about 21 September2017 and entered into between, amongst others, the Issuer, the Seller, the Joint Lead Managers, theManagers and the Security Trustee in relation to the Notes, as amended from time to time.

"Note Purchase Price" shall have the meaning given to that term in clause 3.1 (Purchase and Saleof the Notes) of the Note Purchase Agreement.

"Note Purchaser" means each purchaser of Notes under the Note Purchase Agreement.

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"Noteholders" means the holders of the Notes.

"Notes" means the Class A Notes and the Class B Notes, collectively.

"Notice of Sale" means a notice in writing regarding the sale of Receivables in the form set out inSchedule 1 (Form of Notice of Sale) to the Receivables Purchase Agreement

"Notification Event" means the occurrence of any of the following events:

(a) Non-Payment: VWFS or the guarantor fails to pay any amount due under any TransactionDocuments within three Business Days after the earlier of its becoming aware of suchdefault and its receipt of written notice by or on behalf of the Security Trustee requiringthe same to be remedied;

(b) Attachment: all or any part of the property, business, undertakings, assets or revenues ofVWFS having an aggregate value in excess of GBP 20 million has been attached as aresult of any distress, execution or diligence being levied or any encumbrance takingpossession or similar attachment and such attachment has not been lifted within 30 days,unless in any such case the Security Trustee certifies that in its reasonable opinion suchevent will not materially prejudice the ability of VWFS to observe or perform itsobligations under the Transaction Documents or the enforceability or collectability of theReceivables;

(c) Insolvency Event: an Insolvency Event, in respect of VWFS or the Servicer;

(d) Security Interest: VWFS creates or grants any Security Interest or permits any SecurityInterest to arise or purports to create or grant any Security Interest or purports to permitany Security Interest to arise (i) over or in relation to (1) any Purchased Receivable; (2)any right, title or interest or the Issuer in relation to a Purchased Receivable or theCollections; or (3) any proceeds of or sums received or payable in respect of a PurchasedReceivable, in each case other than as permitted under the Transaction Documents;

(e) Dispute: VWFS disputes, in any manner, the validity or efficacy of any sale and purchaseof a Receivable under the Receivables Purchase Agreement and as a result, in thereasonable opinion of the Security Trustee, there is, or is likely to be, a Material AdverseEffect on the ability of VWFS to perform its obligations under the Transaction Documentsor the enforceability, collectability or origination of the Purchased Receivables is or islikely to be materially prejudiced;

(f) Illegality: it becomes impossible or unlawful for VWFS to continue its business and/ordischarge its obligations as contemplated by the Transaction Documents and as a result, inthe reasonable opinion of the Security Trustee, there is, or is likely to be, a MaterialAdverse Effect on the ability of VWFS to perform its obligations under the TransactionDocuments or the enforceability, collectability or origination of the Purchased Receivablesis or is likely to be materially prejudiced;

(g) Failure to repurchase: VWFS fails to (i) repurchase a Non-Conforming Receivablehaving become obliged to do so pursuant to Clause 10 (Repurchase) of the ReceivablesPurchase Agreement or (ii) pay any amount required pursuant to Clause 11 (Payment fornon-existent Receivables) of the Receivables Purchase Agreement.

"Notification Event Notice" means a notice to be given pursuant to Clause 14 (Notification) of theReceivables Purchase Agreement in the form set out in Schedule 4 (Form of Notification EventNotice) of the Receivables Purchase Agreement.

"NSS" means the new safekeeping structure.

"Obligor" means, with respect to any Receivable, the person or persons obliged directly orindirectly to make payments in respect of such Receivable, including any person who hasguaranteed the obligations in respect of such Receivable.

"Offer Date" means the Initial Offer Date and each Additional Offer Date.

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"Offering Circular" means the offering circular dated 20 September 2017 prepared in connectionwith the issue by the Issuer of the Notes.

"Order of Priority" means the order of priority according to which the payments of interest andprincipal to the Noteholders are distributed and other payments due and payable by the Issuer aremade as more specifically described in Clause 21.3 and Clause 21.5 (Order of Priority) of theTrust Agreement.

"Other Charged Contracts" means, other than the Charged Transaction Documents, eachcontract, agreement, deed and document, present and future, to which the Issuer is or becomes aparty (other than the Deed of Charge and Assignment, the German Transaction Documents, theLuxembourg Transaction Documents, any Scottish Declaration of Trust and any Assignation inSecurity).

"Paying Agent" means The Bank of New York Mellon, London Branch.

"Payment Dates" means the 25th of each month, or, in the event such day is not a Business Day,then on the next following Business Day unless that day falls in the next calendar month, in whichcase the date will be the first preceding day that is a Business Day, beginning 25 October 2017(each a "Payment Date").

"Payment Instruction" shall have the meaning given to that term in clause 6.3 (Operating/ReleaseProcedure) of the Account Agreement.

"Payment Services Regulations" means the Payment Services Regulations 2009 (as amendedfrom time to time).

"PCP Agreement" or "PCP" means each personal contract plan agreement entered into betweenan Obligor and VWFS in the form of standard business terms or otherwise pursuant to whichVWFS has provided financing to an Obligor where the Final Rental Amount is substantiallygreater than the previous payments due under such contract and such Final Rental Amount isoptional pursuant to the terms of such contract.

"PCP Receivables" means the Purchased Receivables owing by the Obligors under the PCPAgreements.

"PCP Recoveries" means, with respect to any calendar month, an amount equal to the aggregate ofall amounts (other than scheduled payments) received during such month in respect of PCPAgreements with respect to which the related Vehicle was finally sold (whether to the user thereofor any other party), including the proceeds received during such month in respect of Vehicles soldpursuant to such PCP Agreements and the amounts received during such month in respect ofexcess mileage pursuant to such PCP Agreements.

"Person" means an individual, partnership, corporation (including a business trust), unincorporatedassociation, trust, joint stock company, limited liability company, joint venture or other entity, or agovernment or political subdivision, agency or instrumentality thereof.

"Portfolio Decryption Key" means the portfolio decryption key for the decryption of the list ofnames and addresses of the respective Obligors for each contract number relating to a FinancingContract.

"Preliminary Offering Circular" means the Offering Circular issued by the Issuer in preliminaryform dated 29 August 2017.

"Principal" means, in respect of a Receivable, each of the scheduled periodic payments ofprincipal payable by the respective Obligor as provided for in accordance with the terms of therelevant Financing Contract, as may be modified from time to time to account e.g. for unscheduledprepayments by the Obligor.

"Prospectus Directive" means Directive 2003/71/EC, as amended by Directive 2010/73/EU,including, where the context requires, Commission Regulation (EC) No. 809/2004, as amended byCommission Delegated Regulation (EU) No. 486/2012, Commission Delegated Regulation (EU)

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No. 862/2012 and Commission Delegated Regulation (EU) No. 759/2013 and any relevantimplementing measure in each relevant Member State of the European Economic Area.

"Purchase Date" means the Closing Date or an Additional Purchase Date, as applicable.

"Purchased Receivables" means the Initial Receivables and the Additional Receivables.

"Purchased Receivable Records" means the original and/or any copies of the Financing Contractsand all documents, books, records and information, in whatever form or medium, relating to theFinancing Contracts, including all computer tapes and discs specifying, among other things,Obligor details, the amount and dates on which payments are due and are paid under the FinancingContracts, which are from time to time maintained by the Servicer or the Seller with respect to thePurchased Receivables and/or the related Obligors.

"Purchaser" means the Issuer.

"Rating Agencies" means Moody's and S&P.

"Receivable" means any amount (other than Excluded Amounts) owing by an Obligor to the Sellerunder a Financing Contract and sold to the Issuer by the Seller, including, for the avoidance ofdoubt but without limitation, the Ancillary Rights relating to such Receivable.

"Receivables Purchase Agreement" means the receivables purchase agreement entered intobetween the Issuer, the Seller and the Security Trustee dated on or about the Closing Date, asamended from time to time.

"Receiver" or "receiver" means any receiver (including a receiver under the LPA), receiver andmanager or administrative receiver or any analogous officer in any jurisdiction (who in the case ofan administrative receiver is a qualified person in accordance with the Insolvency Act 1986) andwho is appointed by the Security Trustee under the Deed of Charge and Assignment in respect ofthe security and includes more than one such receiver and any substituted receiver.

"Register" means the register kept and maintained by the Registrar on which the names andaddresses of the Noteholders and the particulars of the Notes held by such Noteholders and alltransfers and payments (of interest and principal) of such Notes will be entered.

"Registered Holder" means the nominee of the Common Safekeeper, or, as applicable, of thecommon depositary for Euroclear and Clearstream Luxembourg in whose name the Global Notehas been registered.

"Registrar" means The Bank of New York Mellon SA/NV, Luxembourg branch.

"Regulated Financing Contracts" means the Financing Contracts which are regulated by theCCA.

"Regulation S" means Regulation S under the Securities Act, as amended from time to time.

"Relevant Clearing System" means either Clearstream Luxembourg or Euroclear and "RelevantClearing Systems" means both Clearstream Luxembourg and Euroclear collectively.

"Relevant Contracts" means the Charged Transaction Documents and the Other ChargedContracts.

"Relevant Information" has the meaning given to that term in paragraph 2.16 (RelevantInformation) of Schedule 1 to the Servicing Agreement.

"Replenished Additional Discounted Receivables Balance" means on any Additional PurchaseDate, the Accumulation Amount used to purchase Additional Receivables in order to maintain thethen outstanding principal amount of Class A Notes and then outstanding principal amount ofClass B Notes divided by one (1) minus the Additional Receivables OvercollateralisationPercentage, all as determined with respect to such Additional Purchase Date.

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"Repurchase Date" means any date on which Receivables are repurchased by VWFS followingretransfer of a Non-Conforming Receivable pursuant to the terms of the Receivables PurchaseAgreement.

"Repurchased Receivable" shall have the meaning given to that term in clause 10.5 (Repurchase)of the Receivables Purchase Agreement.

"Repurchase Notice" shall have the meaning given to that term in clause 10.2 (Repurchase) of theReceivables Purchase Agreement.

"Revolving Period" means the period from (and including) the Closing Date and ending on (andincluding) the earlier of (i) the Payment Date in March 2018 and (ii) the occurrence of an EarlyAmortisation Event.

"Rules" shall have the meaning given to that term in clause 12.3 (Miscellaneous) of the AgencyAgreement.

"RV Event" means that a PCP Agreement matures and the relevant Vehicle is returned to VWFSfor sale.

"S&P" means Standard & Poor's Credit Market Services Europe Limited and any successor to thedebt rating business thereof.

"S&P Option 1 First Required Ratings" shall have the meaning given to it in the relevant SwapAgreements.

"S&P Option 1 Second Required Ratings" shall have the meaning given to it in the relevantSwap Agreements.

"S&P Option 2 First Required Ratings" shall have the meaning given to it in the relevant SwapAgreements.

"S&P Option 2 Second Required Ratings" shall have the meaning given to it in the relevantSwap Agreements.

"S&P Option 3 Required Ratings" shall have the meaning given to it in the relevant SwapAgreements.

"S&P Option 4 Required Rating" shall have the meaning given to it in the relevant SwapAgreements.

"S&P Option 1" shall have the meaning given to it in the relevant Swap Agreements.

"S&P Option 2" shall have the meaning given to it in the relevant Swap Agreements.

"S&P Option 3" shall have the meaning given to it in the relevant Swap Agreements.

"S&P Option 4" shall have the meaning given to it in the relevant Swap Agreements.

"Scheduled Repayment Date" means the Class A Scheduled Repayment Date or the Class BScheduled Repayment Date, accordingly.

"Scottish Declaration of Trust" means a declaration of trust, substantially in the form of eitherPart A or Part B of Schedule 5 (Form of Scottish Declaration of Trust) to the Receivables PurchaseAgreement entered into by VWFS in favour of the Purchaser pursuant to the terms of theReceivables Purchase Agreement.

"Scottish Receivables" means all Purchased Receivables which are governed by or otherwisesubject to Scottish law (including, without limitation, those arising under Financing Contracts inrespect of which the address for invoicing of the relevant Obligor is situated in Scotland) and allrights (other than Excluded Amounts) of the Seller under the Financing Contracts from whichthose Purchased Receivables are derived including (without limitation) all Ancillary Rights.

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"Scottish Trust" means the trust in respect of Scottish Receivables constituted pursuant to anyScottish Declaration of Trust.

"Scottish Trust Property" means the Scottish Receivables, the Vehicles relating to such ScottishReceivables and all Collections received in respect of such Scottish Receivables, together with allAncillary Rights, funds, property, interest, right, title and proceeds, deriving from or relating tosuch Scottish Receivables (other than Excluded Amounts) held in trust pursuant to a ScottishDeclaration of Trust.

"Secured Obligations" means all present and future duties and liabilities of the Issuer which theIssuer has covenanted with the Security Trustee to pay to the Noteholders and the otherTransaction Creditors pursuant to Clause 4.2 (Position of the Security Trustee in relation to theIssuer) of the Trust Agreement.

"Securities Act" means the U.S. Securities Act of 1933, as amended from time to time.

"Security" means all the Adverse Claims from time to time created by the Issuer in favour of theSecurity Trustee (and also for the benefit of the Transaction Creditors) pursuant to the provisionsof the Deed of Charge and Assignment and the Trust Agreement.

"Security Documents" means the Trust Agreement, the Deed of Charge and Assignment and anyAssignation in Security and any other security documents executed pursuant to the Deed of Chargeand Assignment collectively.

"Security Interest" means any mortgage, charge, assignment or assignation by way of security,lien, pledge, hypothec, counterclaim or right of set-off (or other analogous rights), options, rightsto acquire, retention of title, flawed asset or blocked-deposit arrangement, right of recession,defence or any other encumbrance or security interest or security arrangement whatsoever createdor arising under any relevant law or any agreement or arrangement having the effect of orperforming the economic function of conferring security howsoever created or arising.

"Security Protection Notice" shall have the meaning given to that term in clause 5.1(Crystallisation by notice) of the Deed of Charge and Assignment.

"Security Trustee" means Wilmington Trust SP Services (Frankfurt) GmbH, Steinweg 3-5, 60313Frankfurt am Main Germany.

"Security Trustee Replacement Cost" shall have the meaning given to that term in clause 30.5(Termination by the Security Trustee for Good Cause) of the Trust Agreement.

"Seller" means Volkswagen Financial Services (UK) Limited.

"Servicer" means VWFS unless the engagement of VWFS as servicer of the Issuer is terminated inwhich case Servicer shall mean the replacement Servicer (if any).

"Servicer Fee" means 1 per cent. per annum.

"Servicer Records" means the original and/or any copies of all documents and records, inwhatever form or medium, relating to the Services including all computer tapes, files and discsrelating to the Services.

"Servicer Replacement Event" means the occurrence of any event described in paragraphs (a) to(d) below:

(a) any unremedied failure (and such failure is not remedied within three (3) Business Days ofnotice of such failure being given) by the Servicer to deliver or cause to be delivered anyrequired payment to the Issuer for distribution to the Noteholders, to the SwapCounterparty, and the Subordinated Lender;

(b) any unremedied failure (and such failure is not remedied within three (3) Business Days ofnotice of such failure being given) by the Servicer to duly observe and/or perform in anymaterial respect any other of its covenants or agreements which failure materially andadversely affects the rights of the Issuer or the Noteholders;

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(c) the Servicer becomes subject to an Insolvency Event; or

(d) the Servicer fails to renew, or suffers the revocation of, the necessary permissions pursuantto the Financial Services and Markets Act 2000 or licences to conduct its business underthe Data Protection Act, and such authorisations or licences are not replaced or reinstatedwithin sixty days,

provided, however, that if a Servicer Replacement Event referred to under paragraph (a), or (b)above has occurred and was caused by an event beyond the reasonable control of the Servicer andif the respective delay or failure of performance is cured within a period of ninety days, a ServicerReplacement Event will be deemed not to have occurred.

"Servicer Report" means the report so named prepared by the Servicer in accordance with theServicing Agreement.

"Servicer Report Performance Date" means the third Business Day prior to each Payment Date.

"Servicer Termination Date" means:

(a) the date specified by the Issuer and/or the Security Trustee in the Servicer TerminationNotice; or

(b) if a successor servicer has not been appointed by the Servicer Termination Date referred toin the relevant notice delivered pursuant to Clause 6.1 (Servicer Replacement andTermination) of the Servicing Agreement, the date of such appointment; or

(c) if a successor servicer is appointed prior to the Servicer Termination Date referred to inthe relevant notice delivered pursuant to Clause 6.1 (Servicer Replacement andTermination) of the Servicing Agreement, the date of such appointment.

"Servicer Termination Notice" means the notice given by the Issuer and by the Security Trusteeto the Servicer pursuant to Clause 6.1 (Servicer Replacement and Termination) of the ServicingAgreement.

"Services" means the services to be provided by the Servicer as set out in the ServicingAgreement.

"Servicing Agreement" means the servicing agreement between the Servicer, the Issuer and theSecurity Trustee dated on or about the Closing Date, as amended from time to time.

"Settlement Amount" means the amount payable by the Seller to the Issuer pursuant to theReceivables Purchase Agreement in relation to a breach of warranty by VWFS and, following theexercise of the Clean-Up Call Option, includes the Clean-Up Call Option Settlement Amount.

"Shortfall" shall have the meaning given to that term in clause 6.3 (Duties of the Paying Agent,Cash Administrator and Interest Determination Agent) of the Agency Agreement.

"SFTR" means the European Regulation 2015/2365 of 25 November 2015, known as theSecurities Financing Transactions Regulation.

"Solvency II Regulation" means Regulation (EU) 2015/35 of 10 October 2014 on the taking upand pursuit of the business of insurance and reinsurance.

"Specified General Cash Collateral Account Balance" means (1) initially GBP 5,400,000, (2) oneach Payment Date, the greater of (a) 1.2 per cent. of the Aggregate Discounted ReceivablesBalance as of the end of the relevant Monthly Period, and (b) the lesser of (i) GBP 4,500,000 and(ii) the aggregate Note Principal Amount Outstanding of the Class A Notes and Class B Notes asof the end of the relevant Monthly Period, provided such balance shall in no case increase abovethe initial balance of GBP 5,400,000.

"Subordinated Lender" means Volkswagen International Luxemburg S.A..

"Subordinated Loan" means the GBP 72,501,234.61 loan received (or to be received) by theIssuer under the Subordinated Loan Agreement.

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"Subordinated Loan Agreement" means the subordinated loan agreement dated on or about theClosing Date, as amended from time to time, and entered into by, amongst others, the Issuer, theSubordinated Lender and the Security Trustee, under which the Subordinated Lender will advance(or has advanced) the Subordinated Loan to the Issuer.

"Successor Bank" means the successor account bank determined in accordance with the AccountAgreement.

"Supplemental Servicer Fee" means any and all amounts charged to or payable by an Obligorunder or in respect of a Financing Contract in respect of (a) charges payable as a result of a latepayment of a Receivable owing under such Financing Contract, (b) fees for any extension of theterm of that Financing Contract, and (c) any other administrative fees payable under that FinancingContract.

"Swap Agreement" means the Class A Swap Agreement and Class B Swap Agreement,collectively.

"Swap Counterparty" means the counterparty to the respective Swap Agreement.

"Swap Replacement Proceeds" means any amounts received from a replacement SwapCounterparty in consideration for entering into a replacement Swap Agreement for a terminatedSwap Agreement.

"Swap Subordinated Amounts" means any termination amount payable by the Issuer to a SwapCounterparty under a Swap Agreement as a result of either (i) an Event of Default (as defined inthe Swap Agreement) where such Swap Counterparty is the Defaulting Party (as defined in theSwap Agreement), or (ii) an Additional Termination Event (as defined in the Swap Agreement)(which occurs as a result of the failure of such Swap Counterparty to comply with the requirementsof a rating downgrade provision set out under the Swap Agreement).

"Swap Tax Credit" means any amounts relating to tax credits payable by the Issuer to the SwapCounterparty pursuant to the provisions of any Swap Agreement;

"Swap Termination Payment" means the payment due to the Swap Counterparty by the Issuer orto the Issuer by the Swap Counterparty, including interest that may accrue thereon, under the SwapAgreements due to a termination of any Swap Agreement due to an "event of default" or"termination event" under that Swap Agreement.

"TARGET2" means the second generation of the Trans European Automated Real time Cross-Settlement Express Transfer System and was launched on 19 November 2007 by the EuropeanCentral Bank.

"Targeted Class A Note Balance" means:

(a) except in the case of (b), the excess of the Aggregate Discounted Receivables Balance asof the end of the relevant Monthly Period over the Class A Targeted OvercollateralisationAmount; and

(b) zero, if the Aggregate Discounted Receivables Balance as of the end of the relevantMonthly Period is less than 10 per cent. of the Maximum Discounted Receivables Balanceor if a Servicer Replacement Event occurs.

"Targeted Class B Note Balance" means:

(a) except in the case of (b), the excess of the Aggregate Discounted Receivables Balance asof the end of the relevant Monthly Period over the Targeted Class A Note Balance and theClass B Targeted Overcollateralisation Amount; and

(b) zero, if the Aggregate Discounted Receivables Balance as of the end of the relevantMonthly Period is less than 10 per cent. of the Maximum Discounted Receivables Balanceor if a Servicer Replacement Event occurs.

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"Tax Information Arrangement" means any governmental or inter-governmental arrangement, orother arrangement between competent authorities, for the cross-border exchange of Taxinformation applicable in any jurisdiction (or any treaty, law, regulation, or official guidanceenacted, issued or amended in any jurisdiction which facilitates the implementation of sucharrangement) including (without limitation) FATCA, any arrangement analogous to FATCA, andany bilateral or multilateral Tax information arrangement.

"Terminated Receivable" means any Purchased Receivable where:

(a) the Obligor related to such Purchased Receivable has elected to exercise its right to returnsuch Vehicle and terminate the Financing Contract to which such Purchased Receivablerelates under the Consumer Credit Act 1974; or

(b) any Receivable which has been "Hostile Terminated" in accordance with the Servicer'sCustomary Operating Practices; or

(c) any Receivable that has been subject to a RV Event.

"Transaction" means the Transaction Documents, together with all agreements and documentsexecuted in connection with the issuance of the Class A Notes and the Class B Notes, theperformance thereof and all other acts, undertakings and activities connected therewith.

"Transaction Creditors" means the Noteholders, the Note Purchasers, the Security Trustee, anyReceiver, VWFS in its capacity as Seller, the Servicer, the Subordinated Lender, the Paying Agent,the Registrar, the Swap Counterparty, the Cash Administrator, the Interest Determination Agent,the Joint Lead Managers, the Managers, the Account Bank, the Arranger and the CorporateServices Provider.

"Transaction Documents" means the English Transaction Documents, the German TransactionDocuments, the Luxembourg Transaction Documents any Scottish Declaration of Trust and anyAssignation in Security and any further documents entered into pursuant to any of them.

"Transaction Parties" means all transaction parties to the Transaction Documents.

"Transfer Period" has the meaning given to that term in Clause 6.17 (Servicer Replacement andTermination) of the Servicing Agreement.

"Trust Agreement" means the trust agreement dated on or about the Closing Date and entered intoby, amongst others, the Issuer and the Security Trustee as amended from time to time.

"Trustee Claim" shall have the meaning given to that term in Clause 4.2 (Position of the SecurityTrustee in relation to the Issuer) of the Trust Agreement.

"TSI" means True Sale International GmbH.

"UCPD" means the Unfair Commercial Practices Directive No 2005/29.

"United Kingdom" means the United Kingdom of Great Britain and Northern Ireland.

"United States" or "U.S." means, for the purpose of issue of the Notes and the TransactionDocuments, the United States of America (including the States thereof and the District ofColumbia) and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, AmericaSamoa, Wake Island and the Northern Mariana Islands).

"U.S. Person" means a U.S. person within the meaning of Regulation S and the U.S. RiskRetention Rules.

"U.S. Risk Retention Rules" means Regulation RR (17 C.F.R Part 246) implementing the riskretention requirements of Section 15G of the U.S. Securities Exchange Act of 1934, as amended,adopted pursuant to the requirements of Section 941 of the Dodd-Frank Wall Street Reform andConsumer Protection Act.

"UTCC Regulations" means the Unfair Terms in Consumer Contracts Regulations 1999.

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"Value Added Tax" (or "VAT") means, and shall be construed as, a reference to value added taxincluding any similar tax which may be imposed in place thereof from time to time.

"VAT Component" means the amount of each payment made in respect of a PurchasedReceivable which constitutes VAT thereof.

"Vehicle" means, with respect to any Receivable, any vehicle the subject of the Financing Contractrelated to such Receivable.

"Voluntary Termination" means the voluntary termination of a Regulated Financing Contract byan Obligor pursuant to sections 99 and 100 of the CCA.

"VW Bank" means Volkswagen Bank GmbH.

"VW Group" means Volkswagen Aktiengesellschaft and any of its Affiliates.

"VWFS" means Volkswagen Financial Services (UK) Limited.

"VWFS Power of Attorney" means the power of attorney granted in favour of the Issuer pursuantto the Receivables Purchase Agreement.

"Written-Off Purchased Receivables" means Purchased Receivables which have been reducedby recoveries and finally written off by VWFS in its capacity as Servicer in accordance with itscustomary accounting practice in effect from time to time.

1.2. In this Master Definitions Schedule, words denoting the singular number only shall also includethe plural number and vice versa, words denoting one gender only shall include the other genders,and words denoting individuals only shall include firms and corporations and vice versa.

2. Interpretation

In any Transaction Document, the following shall apply:

2.1. in the computation of periods of time from a specified date to a later specified date, the word"from" means "from and including" and the words "to" and "until" each mean "to but excluding".The word "including" shall not be exclusive and shall mean "including, without limitation";

2.2. if any date specified in any Transaction Document would otherwise fall on a day that is not aBusiness Day, that date will be the first following day that is a Business Day, unless that day fallsin the next calendar month, in which case that date will be the first preceding day that is a BusinessDay;

2.3. periods of days shall be counted in calendar days unless Business Days are expressly prescribed;

2.4. the expression "tax" shall be construed so as to include any tax, levy, impost, duty or other chargeof similar nature and all related withholdings or deductions and, including, without limitation, anypenalty, charge or interest relating to any of the foregoing;

2.5. a reference to law, treaty, statute, regulation, order, decree, directive or guideline of anygovernmental authority or agency, or any provision thereof, shall be construed as a reference tosuch law, statute, regulation, order, decree, directive or guideline, or provision, as the same mayhave been, or may from time to time be, amended or re-enacted;

2.6. any reference to any Person appearing in any of the Transaction Documents shall include itssuccessors and permitted assigns;

2.7. any reference to an agreement, deed or document shall be construed as a reference to suchagreement, deed or document as the same may from time to time be amended, varied, novated,supplemented, replaced or otherwise modified;

2.8. to the extent applicable, the headings of clauses, schedules, sections, articles and exhibits areprovided for convenience only. They do not form part of any Transaction Document and shall notaffect its construction or interpretation. Unless otherwise indicated, all references in any

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Transaction Document to clauses, schedules, sections, articles and exhibits refer to thecorresponding clauses, schedules, sections, articles or exhibits of that Transaction Document;

2.9. unless specified otherwise, "promptly" or "immediately" shall mean without undue delay (ohneschuldhaftes Zögern);

2.10. "novation" shall, for the purposes of documents governed by German law, be construed as"Vertragsübernahme". "To novate" shall be interpreted accordingly; and

2.11. an "assignment", a "transfer" and/or a "sale in relation to the Initial Receivables or the AdditionalReceivables transferred or to be transferred by the Seller to the Issuer pursuant to the ReceivablesPurchase Agreement shall, unless the context requires otherwise, in the context equivalent to thesale, transfer and equitable assignment of Scottish Receivables, be construed to include adeclaration of trust constituted by a Scottish Declaration of Trust in respect of any applicableReceivables and all rights and interests relative thereto and the terms "assigned", "assign","transferred", "sell" and "sold" shall be construed accordingly in the context of the InitialReceivables and/or the Additional Receivables and/or any Receivables and any right and interestrelating thereto as aforesaid;

2.12. "set-off" shall be deemed to include analogous rights in other relevant jurisdictions; and

2.13. in respect of assets, rights and interests governed by Scots law, references in the TransactionDocuments to (i) "beneficial title" shall be construed as references to the beneficial interest thereinpursuant to a declaration of trust, (ii) "beneficially owned" shall be construed as references toholding the beneficial interest therein pursuant to a declaration of trust, (iii) "beneficial owner"shall be construed as the holder of the beneficial interest therein pursuant to a declaration of trust,(iv) "legal interest" shall be construed as references to the whole right and title of the proprietor,holder, owner or creditor thereof, other than the beneficial interest and (v) "legal owner" shall beconstrued as "owner".

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REGISTERED DOMICILE OF THE ISSUER

Driver UK Multi-Compartment S.A., acting for and on behalf of its Compartment Driver UK six52-54, Avenue du X Septembre

L-2550 Luxembourg

THE SECURITY TRUSTEE

Wilmington Trust SP Services (Frankfurt) GmbH,Steinweg 3-5,

60313 Frankfurt am MainGermany

THE PAYING AGENT, THE ACCOUNT BANK, THE CASH ADMINISTRATOR, AND THEINTEREST DETERMINATION AGENT

The Bank of New York Mellon, London Branch,One Canada Square,London E14 5AL,United Kingdom.

THE REGISTRAR

The Bank of New York Mellon SA/NV, Luxembourg branchVertigo Building – Polaris,2-4 rue Eugène Ruppert,

L-2453 Luxembourg

LEGAL ADVISORS

as to German law as to English law

Hogan Lovells International LLP Hogan Lovells International LLPUntermainanlage 1 Atlantic House

60329 Frankfurt am Main Holborn ViaductGermany London EC1A 2FG

United Kingdom

as to Luxembourg law as to Scots law

Hogan Lovells (Luxembourg) LLP Shepherd and Wedderburn LLP13, rue Edward Steichen 5th Floor

L-2540 Luxembourg 1 Exchange Crescent

Grand Duchy of Luxembourg Conference Square

Edinburgh

EH3 8UL

AUDITORS

to the IssuerPricewaterhouseCoopers société coopérative.