Violencia Cultural

Each series of notes issued by the issuing entity will be governed by the trust deed made between the note trustee and the issuing entity. For each issue of a series, the trust deed will be varied and supplemented upon the issue date of such series by a supplemental trust deed for that series (each called a "trust deed supplement"). Under the trust deed, the issuing entity declares in favour of the note trustee that it (i) assigns by way of security its rights, title and interest in the programme documents and any documents specified in the relevant final terms and (ii) creates a floating charge over the whole of its undertaking and assets (other than those assets situated in Jersey) not charged by any fixed charge upon the security trust set out in the trust deed (as varied and supplemented by any trust deed supplement). The trust deed supplement for a series will also secure, in respect of that series, the rights of the issuing entity in and to the specific series loan note issued by the loan note issuing entity in favour of the issuing entity which supports the series in question. Together, the terms of the trust deed with the terms of a particular trust deed supplement for a series will set out the following:

• the constitution of the notes for that series;

• the applicable covenants, representations and warranties of the issuing entity in relation to that series;

• the security for that series;

• the pre-enforcement and post-enforcement payment priorities and enforcement procedures relating to that series; and

• the appointment of the note trustee, its powers and responsibilities and the limitations on those responsibilities.

Constitution of the notes

The trust deed, when supplemented by a particular trust deed supplement, sets out the form of each note for the relevant series. It also sets out the terms and conditions of each note and the conditions for the cancellation of any note of that series.

Covenants, representations and warranties of the issuing entity

The note trustee holds the benefit of the issuing entity covenants on trust for the noteholders. The covenants are set out in the trust deed. Covenants given by the issuing entity include compliance with and performance of all its obligations under the conditions, the payment of interest and repayment of principal on each note when due, and the provision to the note trustee of access to all information and reports that it may need in order to discharge its responsibilities in relation to the holders of the notes.

Note security

Each trust deed supplement will create a segregated security interest held on trust by the note trustee for the benefit of, among others, the holders of notes of that series and this security will be separate and distinct from the security created by any other trust deed supplement.

The trust deed and each trust deed supplement creates Jersey security interests (to the extent permitted by Jersey law) in relation to those of the above assets of the issuing entity which support the series in question and which are situated in Jersey. All other security is created under English law.

Enforcement and priority of payments

The terms and provisions of the trust deed and each trust deed supplement also set out the general procedures by which the note trustee may take steps to enforce the security created thereunder so that the note trustee may protect the interests of each of the noteholders (and any other secured parties) in accordance with the terms and conditions of each series.

The notes

As the holder of loan notes, the issuing entity will be entitled to receive payments of interest and principal, at specified times, as well as certain other amounts. These payments will be received by the issuing entity in respect of each relevant series and utilised in and towards payment of interest on and redemption of the relevant series as well as payments to the swap counterparty under any swap agreement (if one is entered into in relation to any class or sub-class of notes) and payment of certain other expenses.

See "Cashflows of the issuing entity", "Description of the Swap Agreements", "Interest and Payments"

and "Scheduled redemption of a series" below.

See also "The Loan Notes" for further information on the cashflows relating to the loan notes utilised to pay interest on and to redeem the notes.

The ability of the issuing entity to meet its obligations to repay the principal of, and to pay interest on, each series will depend on the receipt by it of funds from the loan note issuing entity and receipt by it of amounts from a swap counterparty under the swap agreement (if one is entered into in relation to a particular class or sub-class). See "Risk Factors" and "Description of the Swap Agreements".

Recourse

It should be noted that if the net proceeds of the enforcement of security in respect of a particular series following a mandatory redemption after meeting the expenses of the note trustee and any receiver are insufficient to make all payments due on the notes of that series, the assets of the issuing entity already secured under a charge for the benefit of other series will not be available for payment of that shortfall.

The issuing entity and the note trustee will have no recourse to RBS, NatWest or any of their affiliates.

Appointment, powers, responsibilities and liability of the note trustee

The trust deed sets out, amongst other things, the terms upon which the note trustee is appointed, the indemnification of the note trustee, the payment it receives and the extent of the note trustee's authority to act beyond its powers as a trustee under English law. It also contains provisions limiting or excluding liability of the note trustee in certain circumstances. The note trustee is also given the ability to appoint a delegate or agent in the execution of any of its duties under the trust deed. The trust deed also sets out the circumstances in which the note trustee may resign or retire.

The trust deed states that the note trustee is entitled to be indemnified and/or secured and relieved from responsibility in certain circumstances including, without restriction, in relation to taking action to enforce security or debt which it holds. The note trustee is also entitled to be paid its costs and expenses in priority to the claims of the noteholders.

The note trustee is not responsible for any liability which may be suffered because any assets comprised in the security or any deeds or documents of title to such assets, are inadequately insured or are held by custodians on behalf of the note trustee.

The note trustee and its related companies are entitled to enter into business transactions with the issuing entity, loan note issuing entity, RBS, NatWest or related companies of any of these without accounting for any profit resulting from those transactions.

The note trustee is relieved of liability for making searches or other enquiries in relation to the assets comprising the security. The note trustee has no responsibility in relation to the legality and the enforceability of the trust arrangements and the connected security. The note trustee will not be obliged to take any action which might result in its incurring personal liabilities. The note trustee is not obliged to monitor or investigate the performance of any other person under the documents relating to the issuing entity, the loan note issuing entity or the documents relating to the receivables trust and shall be entitled to assume, until it has actual notice to the contrary, that all such persons are properly performing their duties and that no pay-out event has occurred, unless it receives express notice to the contrary.

The note trustee may agree, without the consent of the issuing entity, to (a) (except in relation to a basic terms modification (as defined in the trust deed)) any modification of, or to the waiver or authorisation of any breach or proposed breach of any notes or trust deed supplement or the trust deed which is not, in the opinion of the note trustee, materially prejudicial to the interests of the holders of the most senior class of

outstanding notes or (b) any modification of any notes or trust deed supplement or the trust deed, which, in the note trustee's opinion, is to correct a manifest error or is of a formal, minor or technical nature.

Any such modification, waiver, authorisation or determination shall be binding on the noteholders and, unless the note trustee agrees otherwise, any such modification shall be notified to the noteholders in accordance with the terms and conditions of the notes.

The note trustee is not responsible for any deficiency which may arise in relation to checking the calculations contained in or otherwise verifying any information coming into its possession in relation to the receivables trust.

The trust deed will be governed by English law and, to the extent that it relates to security interests over assets situated in Jersey, by Jersey law.

The note trustee is not bound or concerned to examine or enquire into or be liable for any defect or failure in the right or title of the issuing entity to all or any of the property in respect of which the issuing entity has created security. The note trustee is not liable for any failure, omission or defect in perfecting, protecting or further assuring the security. The note trustee is not responsible for investigating, monitoring or supervising the observance or performance by any person in respect of the charged property or otherwise. The note trustee is not under any obligation to insure any of the security or any deed or documents of title. The note trustee is not responsible for any deficiency which may arise because it is liable to tax in respect of the proceeds of enforcement of security. The note trustee shall not be responsible for monitoring whether a loan note event of default or an event of default has occurred.

The note trustee may resign at any time. The noteholders shall together have the power, exercisable by extraordinary resolution, to remove the note trustee. In all circumstances, the issuing entity must appoint a successor note trustee for the notes. Any resignation or removal of the note trustee and appointment of a successor note trustee will not become effective unless there remains a note trustee (being a trust corporation) in office after such resignation or removal.

The US Trust Indenture Act

The trust deed includes certain provisions required by the US Trust Indenture Act. Generally, these provisions outline the duties, rights and responsibilities of the note trustee and the issuing entity and the rights of the noteholders. Specifically these include, but are not limited to:

• the maintenance of a list of noteholders by the note trustee;

• the provision of financial statements and other information by the issuing entity to the note trustee;

• the duty of the note trustee to use the same degree of care in exercising its responsibilities as would be exercised by a prudent person conducting its own affairs;

• the duty of the note trustee to notify all noteholders of any events of default of which it has actual knowledge;

• the right of the note trustee to resign at any time by notifying the issuing entity in writing, and the ability of the issuing entity to remove the note trustee under certain circumstances; and

• the requirement that the issuing entity provide an annual certificate to the note trustee as to the issuing entity's compliance with the conditions and covenants contained in the trust deed.

The trust deed contains a provision that, if any other provision of the trust deed limits, qualifies or conflicts with another provision which is required to be included in the trust deed by, and is not subject to contractual waiver under, the Trust Indenture Act, the Trust Indenture Act provision will prevail.