DATED 3 July 2009 as the Original Obligors as the Original Participants as the Co-Arrangers - and - as Security Agent RECEIVABLES FINANCING AGREEMENT relating to £350,000,000 Sterling facility

Exhibit 5.0

DATED 3 July 2009

(1) BARCLAYS BANK PLC
as Receivables Purchaser

(2) THE COMPANY LISTED IN SCHEDULE 1
as the SPV

(3) THE COMPANIES LISTED IN SCHEDULE 1

as the Original Obligors

(4) THE COMPANIES LISTED IN SCHEDULE 1

as the Original Participants

(5) BARCLAYS BANK PLC and HSBC INVOICE FINANCE (UK) LIMITED

as the Co-Arrangers

- and -

(6) BARCLAYS BANK PLC

as Security Agent

RECEIVABLES FINANCING

AGREEMENT

relating to

£350,000,000 Sterling facility

CONTENTS

THIS DEED is made on 3 July 2009

BETWEEN

(1)                                 BARCLAYS BANK PLC acting through its Asset & Sales Finance division at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (the “Receivables Purchaser”);

(2)                                 THE COMPANY listed in part 1 of schedule 1 (The original parties) (the “SPV”);

(3)                                 THE COMPANIES listed in part 2 of schedule 1 (The original parties) (the “Original Obligors”);

(4)                                 THE COMPANIES listed in part 3 of schedule 1 (The original parties) (the “Original Participants”);

(5)                                 BARCLAYS BANK PLC and HSBC INVOICE FINANCE (UK) LIMITED as the co-arrangers (the “Co-Arrangers”); and

(6)                                 BARCLAYS BANK PLC as the security agent (the “Security Agent”).

IT IS AGREED as follows:

1.                                      DEFINITIONS AND INTERPRETATION

1.1                               Definitions

In this Deed, its schedules and all notices or other correspondence and documents between the Parties relating to this Deed:

“Acceptable Bank” has the meaning given in schedule 9 (Financial Covenants);

“Accession Letter” means a document substantially in the form set out in schedule 6 (Form of Accession Letter);

“ACP” means Airtime Contract Protection insurance provided by an Opco to an End User;

“Act” means if the relevant provision of the Companies ▇▇▇ ▇▇▇▇ is still in force, the Companies ▇▇▇ ▇▇▇▇ in so far as it relates to that provision and, if not, the Companies ▇▇▇ ▇▇▇▇;

“Additional Debt” has the meaning given to that term in clause 28.4(a);

“Additional Network Provider” means a company which becomes a Network Provider in accordance with clause 28.4 (Addition of a Network Provider);

“Additional Network Provider Accession Certificate” means a document substantially in the form set out in schedule 13 (Additional Network Provider Accession Certificate);

“Additional Obligor” means a company which becomes an Obligor in accordance with clause 28 (Changes to the Obligors and Network Providers);

“Additional Reserve” has the meaning given to such term in clause 56 Additional Reserve;

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“Additional Security Obligor” means any person which, after the Commencement Date, grants a Security Interest to the Receivables Purchaser in respect of an Obligor’s liabilities to the Receivables Purchaser pursuant to this Deed;

“Administrator” means any person appointed under schedule B1 to the Insolvency ▇▇▇ ▇▇▇▇ to manage a person or partnership’s affairs, business and property;

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

“Ancillary Document” means any document which is referred to as such in any part of schedule 12 (Terms specific to Network Providers);

“Annual Financial Statements” means the financial statements for a Financial Year delivered pursuant to clause 17.6 (Provision and contents of Compliance Certificate);

“Applicable Rate” means, for the purposes of calculating Discount during any calendar month, LIBOR;

“Approved Auditors” means any of KPMG LLP, PricewaterhouseCoopers LLP, Ernst & Young LLP, Deloitte LLP or such other firm approved in advance by the Receivables Purchaser (such approval not to be unreasonably withheld or delayed);

“Approved Debt” means a Debt which is referred to as such in any part of schedule 12 (Terms specific to Network Providers);

“ARPU” means the average revenue per End User per Month;

“Assignment Date” means:

(a)                                  in relation to an Original Obligor and Debts relating to Original Network Providers, the Commencement Date;

(b)                                 in relation to the SPV and Debts relating to Original Network Providers and assigned to the SPV by an Original Obligor, the Commencement Date;

(c)                                  in relation to any Additional Obligor, the date of its accession to this Deed;

(d)                                 in relation to the SPV and Debts assigned to the SPV by an Additional Obligor, the date of that Additional Obligor’s accession to this Deed;

(e)                                  in relation to an Obligor and Additional Debts, the date of delivery of an Additional Network Provider Accession Certificate; and

(f)                                    in relation to the SPV and Additional Debts assigned to the SPV by an Original Obligor, the date of delivery of an Additional Network Provider Accession Certificate;

“Audit” means an audit undertaken by the Receivables Purchaser in accordance with the terms of this Deed and the Receivables Purchaser’s customary practice in relation to Debts, including the Receivables Purchaser’s consideration of:

(a)                                  all documentation evidencing creation of Debts;

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(b)                                 an Obligor’s orders and proofs of delivery/service relating to Debts;

(c)                                  an Obligor’s procedures in relation to the collection of the proceeds of Debts as agent for the Receivables Purchaser;

(d)                                 an Obligor’s accounting systems, processes or procedures;

(e)                                  each Obligor’s bank statements;

(f)                                    each Obligor’s Preferential Creditors; and

(g)                                 each Obligor’s general financial records;

“Auditors” means Deloitte LLP;

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration;

“Availability” means the maximum aggregate amount of monies capable of being drawn down by the SPV at any time on account of the Purchase Price of Debts, and is the lesser of (from time to time and at any time):

(a)                                  the Facility Limit less the Payment Account Balance; and

(b)                                 the amount calculated by applying the Early Payment Percentage to the aggregate of all Outstanding Approved Debts less Reserves, and then deducting the Payment Account Balance;

but, in each case, adding the Payment Account Balance if in credit.

“Bank Instruction Letter” means the bank instruction letter relating to the operation of the Managed Base Account (as defined in the Trust Deed), entered into between the Receivables Purchaser, CPW and HSBC Bank Plc on or around the Commencement Date;

“Best Buy Co. Inc,” means the US company located in Richfield, Minnesota;

“Best Buy JV” means the joint venture between the Carphone Warehouse group of companies and Best Buy, (a US group of companies), effected through joint ownership of the shares in the Parent, as more particularly described in the JV Agreement;

“Binding Amendment” means, in respect of each Participation:

(a)                                  any amendment or waiver of any term of the Finance Documents applicable to each such Participation, in each case made in accordance with the terms of this Deed; and

(b)                                 any rescheduling, restructuring or reorganisation of the indebtedness of any member of the Group made pursuant to any insolvency legislation or other legislation affecting creditors’ rights generally, in each case in any applicable jurisdiction;

“Breakage Costs” means the sum calculated in accordance with the formula set out at paragraph 1 of schedule 15 (Principal commercial terms at the Commencement Date);

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London:

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“Cash Equivalent Investments” means at any time:

(a)                                  certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;

(b)                                 any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

(c)                                  commercial paper not convertible or exchangeable to any other security:

(i)                                     for which a recognised trading market exists;

(ii)                                  issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State;

(iii)                               which matures within one year after the relevant date of calculation; and

(iv)                              which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or Fl or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investors Service Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

(d)                                 Sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or their dematerialised equivalent);

(e)                                  any investment in money market funds which (i) have a credit rating of either A-1 or higher by Standard & Poor’s Ratings Services or Fl or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investors Service Limited, (ii) invest substantially all their assets in securities of the types described in paragraphs (a) to (d) above and (iii) can be turned into cash on not more than 30 days’ notice; or

(f)                                    any other debt security approved by the Majority Finance Parties,

in each case, denominated in Sterling, euros or US dollars and to which any member of the Group is alone (or together with other members of the Group) beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security Interest (other than Security Interest arising under the Transaction Security Documents);

“Change of Control” means any person or group of persons acting in concert gains direct or direct control of the Parent. For the purposes of this definition:

(a)                                  “control” of the Parent means:

(i)             the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(A)                              cast, or control the casting of, more than 50 per cent of the maximum number of votes that might be cast at a general meeting of the Parent; or

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(B)                                appoint or remove all, or the majority, of the directors or other equivalent officers of the Parent; or

(C)                                give directions with respect to the operating and financial policies of the Parent with which the directors or other equivalent officers of the Parent are obliged to comply; or

(ii)          the holding beneficially of more than 50 per cent of the issued share capital of the Parent (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital);

(b)                                 “acting in concert” means, a group of persons which, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly of shares in the Parent by any of them, either directly or indirectly, to obtain or consolidate control of the Parent;

“Charged Property” means all of the assets of the Group which from time to time are, or are expressed to be, the subject of the Transaction Security;

“Closing Fee” means a sum specified as such in a Fee Letter;

“Collection Date” means, in relation to a Debt, the date on which the Receivables Purchaser receives cleared funds in respect of the proceeds of that Debt;

“Commencement Date” means the date on which the Receivables Purchaser confirms to CPW that all conditions set out in clause 4.1 (Initial conditions precedent) have been satisfied or waived (as the case may be);

“Commitment” means, in relation to the Facility, the aggregate of the Drawn Commitment and the Receivables Purchaser’s undrawn commitment from time to time under the Facility being a sum equal to the Facility Limit;

“Compliance Certificate” means a certificate substantially in the form set out in schedule 7 (Form of Compliance Certificate);

“Confidentiality Undertaking” means a confidentiality undertaking substantially in the recommended form of the Loan Market Association or in any other form agreed between CPW and the Receivables Purchaser;

“Connection” means the commencement of a telecommunications network service by a Network Provider to a valid End User pursuant to a Minimum Term Contract purchased by the End User from an Opco;

“Contra Accounts” means the actual and potential amount that a Network Provider could set off against the amount owed by the Network Provider to an Opco by virtue of a reciprocal trading relationship (and not otherwise represented as a Specified Reserve), as determined from time to time (acting reasonably and in good faith at all times) by the Receivables Purchaser from the information provided to the Receivables Purchaser by the Opcos and in relation to which the Receivables Purchaser consults with CPW at least three Business Days before such application and provides a written explanation to CPW justifying such application;

“Contractual Rate” means a sum equal to accrued Discount, less any Discount calculated through the application of the Applicable Rate;

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“Costs” means all reasonable fees, costs, charges and expenses (including all reasonable legal fees and expenses);

“CPW” means The Carphone Warehouse Limited (company number 2142673);

“CPW Brands” means CPW Brands Limited (company number 05840856);

“CPW PLC” means The Carphone Warehouse Group plc (company number 3253714);

“Data Controller” has the meaning set out in section 1 of the DPA;

“Data Subject” has the meaning set out in section 1 of the DPA;

“Debt” means any book debt or other monetary claim or obligation of a Network Provider under a Network Agreement (including any applicable tax or duty payable), present, future or contingent, together with all its Related Rights, and a Debt, where the context permits, shall include a part of a Debt and all or part of its Related Rights, but shall exclude all Excluded Debts;

“Debt Specific Warranties” means the warranties set out at clause 19 (Debt specific warranties) and any warranties referred to as Debt Specific Warranties in any part of schedule 12 (Terms specific to Network Providers);

“Debtor Concentration” means the permitted maximum aggregate Notified Value of Outstanding Approved Debts of a single Network Provider at any time, calculated by applying the Debtor Concentration Percentage to the aggregate value of Outstanding Approved Debts at that time;

“Debtor Concentration Percentage” means the percentage specified as such in schedule 15 (Principal commercial terms at the Commencement Date);

“Default” means an Event of Default or an event or circumstance specified in clause 22 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default;

“Defaulting Participant” means any Participant in relation to which a Participation Default has occurred;

“Deferred Element” means any outstanding balance of the Purchase Price of an Approved Debt, less the amount of any Early Payment made in respect of such Approved Debt;

“Delegate” means any delegate, agent or attorney appointed by the Receivables Purchaser;

“Discount” means the charge described in clause 7.2(a):

“Discount Margin” means (subject to clause 23.1(i) (Increase Discount Margin)) the percentage specified as such in schedule 15 (Principal commercial terms at the Commencement Date);

“Discount Rate” means the Applicable Rate plus the Discount Margin;

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“Disposal” means:

(a)                                  a sale, transfer, discounting, factoring, leasing or otherwise disposing of all or any part of the Debts, Invoices, Network Agreements or any amount standing to the credit of a Trust Account or monies standing to the credit of any other bank account that are held on trust for the Receivables Purchaser; or

(b)                                 a sale, lease, licence, transfer, loan or other disposal by a person of any asset, undertaking or business,

in each case, whether by a voluntary or involuntary single transaction or series of transactions;

“Disruption Event” means either or both of:

(a)                                  a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)                                 the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)                                     from performing its payment obligations under the Finance Documents; or

(ii)                                  from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted;

“DPA” means the Data Protection ▇▇▇ ▇▇▇▇;

“Drawn Commitment” means the aggregate value of outstanding Early Payments;

“Early Payment” means a payment made by the Receivables Purchaser to the SPV on account of the Purchase Price of Approved Debts equal to the Notified Value of such Approved Debts less Reserves, multiplied by the Early Payment Percentage;

“Early Payment Percentage” means (subject to the terms of this Deed) the percentage specified as such in schedule 15 (Principal commercial terms at the Commencement Date);

“End User” means an End User which is referred to as such in any part of schedule 12 (Terms specific to Network Providers);

“EPOS” means the electronic point of sale computer network which is used by the Group to record transactions with End Users and Network Providers;

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“Equipment” means any Equipment which is referred to as such in any part of schedule 12 (Terms specific to Network Providers);

“Event of Default” means any event or circumstance specified as such in clause 22 (Events of Default);

“Excluded Debt” means any debt present, future or contingent:

(a)                                  due from the sale of any of an Obligor’s fixed or capital assets;

(b)                                 due from one member of the Group to another member of the Group; and

(c)                                  created by Opcos other than pursuant to a Network Agreement;

“Existing Debt” means a Debt created by an Opco which is Outstanding on the Commencement Date;

“Facility” means the receivables financing facility operating by way of sale and purchase and provided under this Deed;

“Facility Limit” means the sum specified as such in schedule 15 (Principal commercial terms at the Commencement Date);

“Facility Office” means the office or office through which a Finance Party will perform its obligations under this Deed;

“Fee Letter” means:

(a)                                  a letter dated on or about the date of this Deed between the Receivables Purchaser and CPW setting out any of the fees referred to in clause 11 (Fees); or

(b)                                 any agreement setting out fees payable to a Finance Party under any provision of this Deed or any other Finance Document;

“Finance Documents” means this Deed, the Parent Side Letter, any Additional Network Provider Accession Certificate, any Accession Letter, any Compliance Certificate, any Fee Letter, any Intercreditor Agreement, any Transaction Security Document, the Bank Instruction Letter, the Trust Deed or any document referred to as such in any part of schedule 12 (Terms specific to Network Providers) on or after the Commencement Date, any other agreement granted in favour of the Receivables Purchaser or any Affiliate of the Receivables Purchaser by a member of the Group, or entered into between the Receivables Purchaser and a member of the Group and any other document designated as a “Finance Document” by the Receivables Purchaser;

“Finance Party” means the Receivables Purchaser, Security Agent or a Participant;

“Financial Covenants” means the financial covenants prescribed at schedule 9 (Financial Covenants) or such other financial covenants as may be agreed between the Parties from time to time and “Financial Covenant” means any one or more of them;

“Financial Indebtedness” has the meaning given in schedule 9 (Financial Covenants);

“Financial Year” means the annual accounting period of the Group ending on or about 31 March in each year;

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“First Month” means the calendar month in which the Commencement Date falls;

“First Utilisation Request” means the first Utilisation Request delivered to the Receivables Purchaser on or after the Commencement Date;

“Funds in Use” means the debit balance (if any) on the Payment Account;

“Future Debt” means a Debt created by an Opco after the Commencement Date;

“Group” means each Security Obligor and its Subsidiaries (if any) and “member of the Group” shall be construed accordingly;

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary;

“Information Memorandum” means the document concerning the Original Obligors and the SPV which, at the request of the Original Obligors was prepared in relation to the Facility and distributed by Barclays Bank PLC (in its capacity as Co-Arranger) before the date of this Deed;

“Insolvency Proceedings” means, in relation to any person:

(a)                                  a creditor attaches or takes possession of, or a distress, execution or sequestration or other process is levied or enforced upon or sued out against, any material part of the undertakings, assets, rights or revenues of that person; or

(b)                                 any petition or proposal is presented or a meeting is convened with a view to a composition, assignment or arrangement with any creditors of that person; or

(c)                                  a meeting of that person is convened for the purpose of considering any resolution for (or to petition for) its winding-up or for its administration or any such resolution is passed; or

(d)                                 a notice of intention to appoint an Administrator being given by any person or an Administrator being appointed; or

(e)                                  any person presents a petition for the administration or winding-up of a person (not being a petition which can be demonstrated to the reasonable satisfaction of the Receivables Purchaser to be frivolous, vexatious or an abuse of process of the court and is validly discharged within 10 Business Days); or

(f)                                    an order for the winding-up or administration of that person or for the appointment of a provisional liquidator or judicial factor to that person is made; or

(g)                                 a moratorium pursuant to section IA of and schedule Al to the Insolvency ▇▇▇ ▇▇▇▇ or pursuant to paragraph IA of schedule 1 to the Insolvent Partnerships Order 1994 is established; or

(h)                                 any petition or proposal is presented or a meeting is convened with a view to the rehabilitation, administration, receivership, custodianship, liquidation, provisional liquidation, winding-up or dissolution of that person (other than for the purpose of an amalgamation or reconstruction whilst solvent), or any other insolvency proceedings involving that person (not being proceedings which such person can demonstrate to

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the reasonable satisfaction of the Receivables Purchaser are frivolous, vexatious or an abuse of process).

A person is “Insolvent” if:

(a)                                  it is, or is deemed for the purposes of any law to be, unable to pay its debts or to be insolvent, or admits its inability to pay its debts as they fall due; or

(b)                                 it ceases to trade or notifies the Receivables Purchaser of its intention to cease to trade or the Receivables Purchaser otherwise becomes aware of such intention through a source reasonably considered to be reliable; or

(c)                                  any step (including petition, proposal, giving notice, convening a meeting or applying to court) is taken with a view to:

(i)                                     a composition or scheme of arrangement (including an Obligor’s voluntary arrangement) with its creditors;

(ii)                                  its administration, winding-up, liquidation or dissolution;

(iii)                               anything analogous to paragraphs (c)(i) and (c)(ii) above;

(iv)                              an Administrator is appointed over it;

(v)                                 a Receiver is appointed over all or any of its assets; or

(vi)                              it is insolvent within the terms of the Insolvency ▇▇▇ ▇▇▇▇;

“Intellectual Property” means:

(a)                                  any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, know-how and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered; and

(b)                                 the benefit of all applications and rights to use such assets,

of each member of the Group (which may now or in the future subsist);

“Intellectual Property Licence” means the trade ▇▇▇▇ licence agreement between CPW and CPW Brands dated 30 March 2007 pursuant to which CPW Brands grants a non-exclusive licence to CPW to use the Licensed IP;

“Intercreditor Agreement” means any intercreditor agreement entered into after the Commencement Date between the Receivables Purchaser and any member of the Group and any other person;

“Invoice” means any invoice referred to in schedule 12 (Terms specific to Network Providers);

“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity;

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“JV Agreement” means the shareholder agreement dated 30 June 2008 between, amongst others, CPW PLC and Best Buy Co. Inc.;

“KPIs” means any term referred to as such in schedule 12 (Terms specific to Network Providers);

“Legal Opinion” means any legal opinion delivered to the Receivables Purchaser by the Receivables Purchaser’s legal advisors under clause 4.1 (Initial conditions precedent);

“Legal Reservations” means:

(a)                                  the principle that equitable remedies may be granted or refused at the discretion of the court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

(b)                                 the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim;

(c)                                  similar principles, rights and defences under the laws of any Relevant Jurisdiction; and

(d)                                 any other matters which are set out as qualifications or reservations as to matters of law of general application in the Legal Opinion;

“LIBOR” means on or after 11.00 am on the Reporting Date:

(a)                                  the three-month Screen Rate; or

(b)                                 (if no Screen Rate is available on that day) the arithmetic mean of the three month rates (rounded upwards to four decimal places) quoted by the Reference Banks to leading banks in the Relevant Interbank Market provided always that if a Reference Bank does not supply a quotation by 11.00 am on the first Business Day of a calendar month, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks;

“Licensed IP” has the meaning given in clause 18.16 (Intellectual Property);

“Limits” means the Facility Limit and any financial limit set out in schedule 10 (Operational Covenants) from time to time including Debtor Concentration and Minimum Revenue Receipt Percentage and “Limit” shall be construed accordingly;

“Limitation Acts” means the Limitation ▇▇▇ ▇▇▇▇ and the Foreign Limitation Periods ▇▇▇ ▇▇▇▇;

“Losses” means any losses. Costs, expenses, claims, damages and interest and “Loss” shall be construed accordingly;

“Majority Finance Parties” means a Finance Party or Finance Parties, whose Participation Commitments aggregate more than 662/3 per cent of the Commitment;

“Management Accounting Period” means a period of four weeks or five weeks (as set out in the accounting calendar of CPW);

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“Material Adverse Effect” means, in the reasonable opinion of the Majority Finance Parties, a material adverse effect on:

(a)                                  the ability of an Obligor to perform and comply with the Financial Covenants and/or any payment obligations under any of the Finance Documents;

(b)                                 the business, operations, property, assets or condition (financial or otherwise) of the Group taken as a whole;

(c)                                  the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or purporting to be granted pursuant to any of the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents; or

(d)                                 the ability of the Group to conduct its day-to-day operations in the ordinary course of business, or to process or collect Debts;

“Maturity Date” means, in respect of each Debt, the due date of that Debt as specified in its Invoice or the relevant Network Agreement, or the expiry of the original credit period in relation to such Debt;

“Minimum Revenue Receipt Percentage” has the meaning given in schedule 10 (Operational Covenants)

“Minimum Term Contract” means a contract between a Network Provider and End User that specifies a period of time which is fixed at the date of Connection and within which the End User has an obligation to pay a monthly service charge to the Network Provider and which provides (amongst other things) that the End User may be liable to a cancellation charge if the contract is terminated within that specified period of time;

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month except that:

(a)                                  if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one or, if there is not, on the immediately preceding Business Day; and

(b)                                 if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

The above rules will only apply to the last Month of any period. “Monthly” shall be construed accordingly;

“Network Agreement” means any Network Agreement referred to as such in any part of schedule 12 (Terms specific to Network Providers) or any other agreement which the Receivables Purchaser agrees in writing to designate as a “Network Agreement”:

“Network Provider” means an Original Network Provider or an Additional Network Provider;

“Non-Utilisation Fee” means the result of the following formula:

N% x (FL-FU)

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where:

N% is the Non-Utilisation Percentage;

FL is the Facility Limit;

FU is the average Funds in Use during any Month;

“New Participant” means the person described as such in an RP Transfer Certificate;

“Non-Utilisation Percentage” means the percentage specified as such in schedule 15 (Principal commercial terms at the Commencement Date);

“Notice of Assignment and Trust” means a notice substantially in the form of schedule 3 (Form of Notice of Assignment and Trust);

“Notice Period” means the number of Months specified as such in schedule 15 (Principal commercial terms at the Commencement Date);

“Notification Schedule” means a notice in substantially the form set out in schedule 4 (Form of Notification Schedule);

“Notified” means, in relation to a Debt, the inclusion of that Debt in a Notification Schedule, and “Notification” shall be construed accordingly;

“Notified Value” means the full value of each Notified Debt as represented in a Notification Schedule including any applicable tax or duty and before any deductions contemplated by and specified in that Notification Schedule and any discount for prompt payment, or otherwise;

“Obligor” means the SPV, an Original Obligor or an Additional Obligor;

“Opco” means each Obligor other than the SPV;

“Operational Covenants” means the covenants at schedule 10 (Operational Covenants);

“Original Financial Statements” means in relation to any Obligor, its audited financial statements delivered to the Receivables Purchaser as required by clause 17.5 (Financial statements);

“Original Network Provider” means 02 and T-Mobile (each as defined in schedule 12 (Terms specific to Network Providers));

“Outstanding” means in relation to any Notified Debt that such Debt remains unpaid and has not been reassigned;

“Parent” means Best Buy Europe Distributions Limited (company number 06534088);

“Parent Side Letter” means the letter more particularly described at paragraph 2(c) of part I of schedule 2 (Conditions precedent) or such replacement letter as may be agreed between the Receivables Purchaser, CPW and the Parent;

“Participant” means:

(a)           each Original Participant; or

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(b)                                 any bank or financial institution which has become a participant in the Facility in accordance with clause 27 (Changes to the Finance Parties),

and which in each case has not ceased to be a Party in accordance with the terms of this Deed;

“Participant’s Share of Discount” means, for each Participant in relation to any applicable period, such sum as is produced by applying that Participant’s Participation Percentage to a sum equal to the Contractual Rate which has accrued during that period;

“Participating Member State” means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union;

“Participation” means the participation in the funding of the Facility accepted by a Participant or transferred to a Participant in accordance with the terms of this Deed;

“Participation Commitment” means:

(a)                                  in relation to an Original Participant, the amount set opposite its name under the heading “Original Participation Commitment” in part 3 of schedule 1 (The Original Parties);

(b)                                 in relation to any other Participant, the amount of any Participation Commitment novated to it under this Deed and set out in the relevant Transfer Certificate,

and in each case, less (i) any amount cancelled, permanently reduced or novated by it in accordance with this Deed and (ii) an amount equal to the Participation Percentage of any amount of the Commitment cancelled or permanently reduced under this Deed;

“Participation Default” means a Participant fails to comply with its obligations under clause 31.2 (Settlement Amount) (other than due to an event which the Receivables Purchaser, acting reasonably, agrees is a Disruption Event);

“Participation Percentage” means:

(a)                                  in relation to an Original Participant, the percentage set opposite its name under the heading “Original Participation Percentage” in part 3 of schedule 1 (The original parties), or:

(b)                                 in relation to any other Participant at any time, the percentage which its Participation Commitment bears to the Commitment at that time,

or, in each case, such other percentage as may (i) be agreed between a Participant and the Receivables Purchaser at any time, or (ii) be applicable in accordance with the terms of this Deed;

“Participation Transfer Certificate” means a certificate substantially in the form set out in part 1 of schedule 8 (Form of Transfer Certificate) or such other form as may be agreed between the Receivables Purchaser and a Participant;

“Parties” means the parties to this Deed and “Party” means any of them;

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“Payment Account” means the bookkeeping account maintained by the Receivables Purchaser in relation to the SPV under this Deed, as referred to in clause 7 (Payment Account);

“Payment Account Balance” means the balance from time to time on the Payment Account;

“Payment Default” means any of the Events of Default detailed at clauses 22.1 (Breach of trust) to 22.3 (Facility Limit) inclusive;

“Permitted Acquisition” means an acquisition:

(a)                                  in the ordinary course of business;

(b)                                 of an asset sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances constituting a Permitted Disposal;

(c)                                  in respect of which the prior written consent of the Majority Finance Parties has been given;

(d)                                 of shares or securities pursuant to a Permitted Share Issue;

(e)                                  of securities which are Cash Equivalent Investments so long as those Cash Equivalent Investments become subject to the Transaction Security as soon as is reasonably practicable; and

(f)                                    of (i) the issued share capital of a limited liability company or (ii) (if the acquisition is made by a limited liability company whose sole purpose is to make the acquisition) a business or undertaking carried on as a going concern, but only if:

(A)                              no Event of Default is continuing on the closing date for the acquisition or would occur as a result of the acquisition;

(B)                                the acquired company, business or undertaking is incorporated or established, and carries on its principal business in, the European Union or the United States of America and is engaged in a business substantially the same as that carried on by the Group; and

(C)                                the consideration (including associated costs and expenses) for the acquisition and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in the acquired company (or any such business) at the date of acquisition (when aggregated with the consideration (including associated costs and expenses) for any other Permitted Acquisition and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in any such acquired companies or businesses at the time of acquisition does not in any Financial Year exceed in aggregate £75,000,000 (or its equivalent).

“Permitted Disposal” means any Disposal:

(a)                                  (save in relation to Debts, Network Agreements, Ancillary Documents or any sums collected on behalf of a Network Provider) made in the ordinary course of business of the disposing entity;

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(b)                                 (save in relation to Debts, Network Agreements, Ancillary Documents or any sums collected on behalf of a Network Provider) of assets in exchange for other assets comparable or superior as to type, value and quality;

(c)                                  of obsolete or redundant vehicles, plant and equipment for cash;

(d)                                 of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments;

(e)                                  arising as a result of any Permitted Security; and

(f)                                    (save in relation to Debts, Network Agreements, Ancillary Documents or any sums collected on behalf of a Network Provider) where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other Disposal, other than any permitted under paragraphs (a) to (e) above) does not exceed £75,000,000 (or its equivalent in any other currency or currencies) in any Financial Year;

“Permitted Financial Indebtedness” means any Financial Indebtedness:

(a)                                  incurred by any member of the Group to another member of the Group or an Affiliate of CPW, provided that no Security Interest is directly or indirectly granted by any member of the Group in consideration of incurring such Financial Indebtedness; or

(b)                                 incurred by any member of the Group to any person other than those specified in sub-paragraph (a) above, provided that no Security Interest is directly or indirectly granted by any member of the Group in consideration of incurring such Financial Indebtedness; or

(c)                                  as contemplated by the definition of “Permitted Security” subject to the entry into of an Intercreditor Agreement in a form satisfactory to the Majority Finance Parties (acting reasonably) in relation to Permitted Security contemplated by sub-paragraphs (d), (m) and (n) of the definition of “Permitted Security”;

“Permitted Guarantee” means:

(a)                                  any performance or similar bond guaranteeing performance by an Opco under any contract entered into in the ordinary course of business;

(b)                                 any guarantee given in respect of cash-pooling arrangements and which are entered into by any member of the Group in the ordinary course of its banking arrangements; or

(c)                                  any guarantee given on arms length and normal commercial terms in connection with an acquisition or disposal transaction which is a Permitted Acquisition or Permitted Disposal;

“Permitted Loan” means:

(a)                                  any trade credit extended by an Opco to:

(i)                                     a Network Provider in accordance with a Network Agreement; or

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(ii)                                  any other customer on normal commercial terms and in the ordinary course of its business activities;

(b)                                 Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Permitted Financial Indebtedness;

(c)                                  a loan made by an Obligor to another Obligor or by a member of the Group which is not an Obligor to another member of the Group;

(d)                                 a loan made by an Obligor to another member of the Group which is not an Obligor so long as the aggregate amount of the Financial Indebtedness under such loans does not exceed £1,000,000 (or its equivalent) at any time provided always that this paragraph (d) shall not apply to the SPV;

(e)                                  a loan made under cash-pooling arrangements and which is entered into by any member of the Group in the ordinary course of its banking arrangements;

(f)                                    a loan made by a member of the Group to an employee or director of any member of the Group if the amount of that loan when aggregated with the amount of all loans to employees and directors by members of the Group does not exceed £1,000,000 (or its equivalent) at any time; and

(g)                                 any loan (other than a loan made by a member of the Group to another member of the Group) so long as the aggregate amount of the Financial Indebtedness under such loans does not exceed £5,000,000 (or its equivalent) at any time;

“Permitted Security” means:

(a)                                  any netting or set-off arrangement (including but not limited to cash-pooling arrangements) entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances, provided always that such arrangements do not extend to the proceeds of Debts or any sums collected on behalf of a Network Provider (unless such sums are the subject of a Specified Reserve);

(b)                                 any lien arising by operation of law and in the ordinary course of business;

(c)                                  any lien created in favour of a bank in the ordinary course of its banking arrangements pursuant to standard banking terms of business;

(d)                                 (save in relation to Debts, Network Agreements or the Ancillary Documents) any Security Interest given on arms length and normal commercial terms in connection with an acquisition or disposal transaction which is a Permitted Acquisition or Permitted Disposal;

(e)                                  any Security Interest or Quasi-Security over or affecting any asset acquired by a member of the Group after the Commencement Date if:

(i)                                     the Security Interest or Quasi-Security was not created in contemplation of the acquisition of that asset by the member of the Group;

(ii)                                  the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by the member of the Group; and

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(iii)                               the Security Interest or Quasi-Security is removed or discharged within 90 days of the date of acquisition of such asset;

(f)                                    any Security Interest or Quasi-Security over or affecting any asset of any company which becomes a member of the Group after the Commencement Date, where the Security Interest or Quasi-Security is created before the date on which that company becomes a member of the Group if:

(i)                                     the Security Interest or Quasi-Security was not created in contemplation of the acquisition of that company;

(ii)                                  the principal amount secured has not been increased in contemplation of or since the acquisition of that company; and

(iii)                               the Security Interest or Quasi-Security is removed or discharged within 90 days of the date of that company becoming a member of the Group;

(g)                                 any Security Interest created with the prior written consent of the Majority Finance Parties;

(h)                                 any Security Interest over goods and documents of title to goods arising in the ordinary course of letter of credit transactions entered into in the ordinary course of business;

(i)                                     any Quasi-Security arising as a result of a Disposal which is a Permitted Disposal;

(j)                                     any Security Interest created or expressed to be created in favour of any Finance Party pursuant to the Finance Documents;

(k)                                  any Security Interest or Quasi-Security arising as a consequence of any finance or capital lease permitted pursuant to the definition of “Permitted Financial Indebtedness”;

(l)                                     any Security Interest or Quasi-Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course of business and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any member of the Group;

(m)                               (save in relation to Debts, Network Agreements or the Ancillary Documents) any Security Interest or Quasi-Security securing any sale and leaseback involving an asset or assets the outstanding principal amount of which (when aggregated with the outstanding principal amount of any other sale and leaseback involving an asset or assets given by any member of the Group) does not exceed £25,000,000 (or its equivalent in other currencies); or

(n)                                 (save in relation to Debts, Network Agreements or the Ancillary Documents) any Security Interest or Quasi-Security securing indebtedness the outstanding principal amount of which (when aggregated with the outstanding principal amount of any other indebtedness which has the benefit of any Security Interest or Quasi-Security not otherwise permitted by preceding paragraphs) does not exceed £25,000,000 (or its equivalent in other currencies);

“Permitted Share Issue” means an issue of:

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(a)                                  ordinary shares by a member of the Group, paid for in full in cash upon issue and which by their terms are not redeemable and where such shares:

(i)                                     are of the same class and on the same terms as those initially issued by such member of the Group; and

(ii)                                  are issued to the same shareholder as those previously issued or are issued to another member of the Group; or

(b)                                 shares by a member of the Group which is a Subsidiary of CPW to its immediate Holding Company where (if the existing shares of the Subsidiary are the subject of the Transaction Security) the newly-issued shares also become subject to the Transaction Security on the same terms;

“Permitted SPV Distribution” means any dividend or distribution made by the SPV but only if an Event of Default has not occurred and is continuing;

“Permitted Transaction” means:

(a)                                  any Disposal required by the terms of the Finance Documents;

(b)                                 any Financial Indebtedness arising under the Finance Documents;

(c)                                  any guarantee or indemnity entered into in favour of any Finance Party under the Finance Documents;

(d)                                 any Security or Quasi-Security granted in favour of any Finance Party under the Finance Documents;

(e)                                  any Shareholding Change, in relation to which the conditions prescribed by clause 17.2 (Shareholding Change and Joint Ventures) have been met;

(f)                                    any Joint Venture, in relation to which the conditions prescribed by clause 17.2 (Shareholding Change and Joint Ventures) have been met; or

(g)                                 any transaction (other than a Disposal, the granting of any guarantee or indemnity, the entry into of any loan, the granting or creation of Security Interests, or the incurring or permitting to subsist of Financial Indebtedness, the issue of any shares or the making of any dividend or distribution by the SPV) conducted in the ordinary course of business on arms length terms;

“Personal Data” has the meaning set out in section 1 of the DPA;

“Preferential Creditor” means any person which, in the reasonable opinion of the Receivables Purchaser, may be entitled to receive payment from the realisations of floating charge assets in priority to the Receivables Purchaser including, for the avoidance of doubt, the prescribed part of any Obligor’s net property that would be made available for the satisfaction of its unsecured debts pursuant to section 176A of the Insolvency ▇▇▇ ▇▇▇▇;

“Purchase Price” means the amount received by the Receivables Purchaser towards the discharge of the Debt, less:

(a)                                  accrued Discount; and

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(b)                                 the aggregate value of any Contra Account made by the relevant Network Provider at any time or to which such Network Provider may be entitled (for the avoidance of doubt, including the aggregate value of any Contra Account subsequently waived by the relevant Network Provider); and

(c)                                  any other deduction permitted or provided for by the terms of this Deed.

“Receivables Purchaser’s Participation Limit” means, in relation to the Receivables Purchaser, the amount set opposite its name under the heading “Original Participation Commitment” in part 4 of schedule 1 (The original parties) less an amount equal to the Receivables Purchaser’s Participation Percentage of any amount of the Commitment cancelled or permanently reduced under this Deed;

“Receivables Purchaser’s Participation Percentage” means the percentage set opposite its name under the heading “Original Participation Percentage” in part 4 of schedule 1 (The original parties), or such other percentage as may (i) be agreed between the Participants and the Receivables Purchaser at any time, or (ii) be applicable in accordance with the terms of this Deed;

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property;

“Receiving Account” means:

(a)                                  in relation to the Receivables Purchaser and each Original Participant, the account designated as its Receiving Account in schedule 5 (Receiving Accounts); and

(b)                                 in relation to any Participant other than an Original Participant, the account designated as its Receiving Account in the Transfer Certificate signed by such Participant;

“Recourse” means the Receivables Purchaser’s right to require the SPV to repurchase a Debt;

“Reference Banks” means the principal London offices of Barclays Bank Plc, HSBC Bank Plc, Lloyds TSB Bank Plc and The Royal Bank of Scotland plc or such other banks as may be appointed by the Receivables Purchaser in consultation with CPW;

“Related Rights” in relation to a Debt, means any of the following (if any):

(a)                                  all of an Obligor’s rights at law as an unpaid vendor or provider of services under a Network Agreement (without any obligation on the Receivables Purchaser to complete a Network Agreement);

(b)                                 the benefit of all insurances;

(c)                                  all negotiable and non-negotiable instruments, all securities, bonds, guarantees and indemnities; and

(d)                                 subject to clause 37.1 (Duties to Relevant Third Parties), all of an Obligor’s rights to any ledger, computer or electronic data or materials or document recording or evidencing a Debt;

“Relevant Interbank Market” means the London interbank market;

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“Relevant Jurisdiction” means, in relation to a member of the Group:

(a)                                  its jurisdiction of incorporation;

(b)                                 any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;

(c)                                  any jurisdiction where it conducts its business; and

(d)                                 the jurisdiction whose laws govern the perfection of any Transaction Security Document entered into by it;

“Relevant Period” shall have the meaning given to it in schedule 9 (Financial Covenants);

“Relevant Third Party” has the meaning given to that term in clause 37.1(a);

“Remittance” means cash, cheques, bills of exchange, negotiable or non-negotiable instruments, letters of credit, electronic payments, BACS, CHAPS and any other remittance or instrument of payment in whatever form received by the Receivables Purchaser or an Obligor in and towards discharge of a Debt;

“Repeating Representations” means each of the representations set out in clause 16.2 (Status) to clause 16.6 (Deduction of Tax), clause 16.7 (No Default), clause 16.8(d) (No misleading information), clause 16.9(c) and (e) (Original Financial Statements), clause 16.10 (Pari passu) clause 16.11 (No proceedings threatened), clause 16.12 (Validity and admissibility in evidence), clause 16.13 (Governing law and enforcement), clause 16.19 (Ranking) to clause 16.21 (Legal and beneficial ownership) and clause 16.25 (Centre of main interest and establishments);

“Reporting Date” means the third Friday of each Management Accounting Period and if not a Business Day, the immediately following Business Day;

“Repurchase Price” means:

(a)                                  in relation to the Outstanding Debts due by a Network Provider, the Early Payments received in relation to those Debts less the value of any Remittance referable to those Debts plus any accrued and unpaid Discount referable to those Debts; or

(b)                                 in relation to all Outstanding Debts, the aggregate debit balance on the Payment Account;

“Reserves” means (in each case, without double-counting):

(a)                                  any Specified Reserve;

(b)                                 any Additional Reserve;

(c)                                  the aggregate balance of any sum in excess of a Limit; and

(d)                                 the aggregate value of any Contra Accounts;

and “Reserve” shall be construed accordingly;

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“Revenue Share” means the income payable to an Opco by a Network Provider for procuring a Connection;

“RP Transfer Certificate” means a certificate substantially in the form set out in part 2 of schedule 8 (Form of Transfer Certificates) or any other form agreed by the Receivables Purchaser;

“Screen Rate” means the British Bankers’ Association Interest Settlement Rate for Sterling and the relevant period displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Receivables Purchaser may specify another page or service displaying the appropriate rate;

“Security Interest” means any mortgage, charge (whether fixed or floating), pledge, lien, trust, assignment or tracing or other equitable right, or any other security interest securing any obligation of any person or any other agreement or arrangement intended to have and having substantially the same effect;

“Security Obligor” means an Obligor or an Additional Security Obligor;

“Senior Facility Agreement” means any of:

(a)                                  the £550,000,000 Facility Agreement dated 13 March 2008 for The Carphone Warehouse Group plc arranged by Barclays Capital, HSBC Bank plc, ING Bank N.V., London Branch and The Royal Bank of Scotland with ING Bank N.V., London Branch acting as agent;

(b)                                 the £375,000,000 Facility Agreement dated 11 October 2006 (as amended by an Amendment and Syndication Agreement dated 23 November 2006) for The Carphone Warehouse Group plc arranged by HSBC Bank plc, ING Bank N.V and The Royal Bank of Scotland with HSBC Bank plc acting as agent; and

(c)                                  the commitment documents in respect of the £150,000,000 revolving credit facility agreement for CPW PLC arranged by Barclays Capital, Credit Suisse, London Branch and HSBC Bank plc with HSBC Bank plc acting as agent;

“Service Fee” means the annual sum payable in consideration for the Co-Arrangers’ administration of the Facility specified as such in a Fees Letter;

“Settlement Amount” means, in relation to each Participant:

(a)                                  on the Commencement Date, a sum equal to the Participation Percentage of the Utilisation requested on the Commencement Date; and

(b)                                 after the Commencement Date, as at the close of business on the Business Day immediately preceding each Settlement Date, the sum that will result in its Participation being equal to its Participation Percentage of the Drawn Commitment, provided always that its Participation Commitment is not exceeded;

“Settlement Date” means:

(a)                                  in relation to each Original Participant, the Commencement Date;

(b)                                 in relation to each Participant other than an Original Participant, the Transfer Date,

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and then, in each case, until such time as the Receivables Purchaser has recovered all outstanding Early Payments and the Facility has been terminated, each Wednesday, commencing with the first Wednesday following the Commencement Date;

“Shareholding Change” shall have the meaning given to that term in clause 17.2 (Shareholding Change and Joint Ventures);

“Shortfall” means, in relation to a Debt, the amount (if any) by which the amount received or recovered by the Receivables Purchaser for that Debt is less than the Notified Value of that Debt;

“SIM” means a subscriber identification module card programmable with a unique telephone number or numbers which enables access to and the use of telecommunications network services when operated in conjunction with a compatible mobile telephone handset;

“Specified Reserve” means any category of Reserve described as such in schedule 12 (Terms specific to Network Providers);

“Spot Rate of Exchange” means the Receivables Purchaser’s spot rate of exchange for the purchase of the relevant currency with Sterling in the London foreign exchange market on or about 11.00 am on a particular day;

“Sterling” or “£” means the lawful currency of the United Kingdom;

“Subsidiary” has the meaning given in schedule 9 (Financial Covenants);

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

“Term” means the period expiring the number of Months after the Commencement Date which is specified as the “Term” in schedule 15 (Principal commercial terms at the Commencement Date);

“Termination Date” means the earliest of:

(a)                                  the final Business Day of the Term;

(b)                                 the final Business Day prior to the date on which this Deed is validly terminated pursuant to clause 21.2 (Termination); and

(c)                                  the Business Day on which this Deed is validly terminated pursuant to clause 22 (Events of Default);

“Transaction Security” means any Security Interest created or expressed to be created in favour of the Receivables Purchaser pursuant to a Transaction Security Document;

“Transaction Security Documents” means each of the documents specified in:

(a)                                  paragraph 2(d) of part 1 of schedule 2 (Conditions precedent); and

(b)                                 paragraph 10 of part 2 of schedule 2 (Conditions precedent),

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together with any other document entered into by any member of the Group creating or expressed to create any Security Interest in favour of the Receivables Purchaser in relation to the obligations of any member of the Group under any Finance Document;

“Transfer Certificate” means a Participation Transfer Certificate or an RP Transfer Certificate;

“Transfer Date” means the date on which a person becomes a Participant, as specified in a Transfer Certificate;

“Transferee” has the meaning given in clause 27.5 (Procedure for transfer of a Participation);

“Trust Account” means any bank account in CPW’s name, mandated in favour of or otherwise controlled by the Receivables Purchaser and/or declared in trust for the Receivables Purchaser, and to which, in each case, no Obligor has any right, title, interest in or to any balance standing from time to time to the credit thereof including the bank accounts specified as such in schedule 15 (Principal commercial terms at the Commencement Date);

“Trust Deed” means the trust deed entered into on or around the Commencement Date in which CPW declares in trust for the Receivables Purchaser and Telefonica O2 (UK) Limited, collections which relate to the Managed Base (as defined in part 1 of schedule 12 (Terms specific to Network Providers));

“UK GAAP” means generally accepted accounting principles, standards and practices in the United Kingdom;

“Unapproved Debt” means:

(a)                                  any Debt other than an Approved Debt; and

(b)                                 any Approved Debt:

(i)                                     in relation to which an Obligor is in breach of any representation, warranty, covenant or undertaking given to the Receivables Purchaser pursuant to this Deed;

(ii)                                  which is disputed by the Network Provider, or in respect of which the Network Provider shall dispute its liability to pay an Obligor or to pay the Debt by its due date for payment, or the Debt is subject to a claim by the Network Provider to set-off or counterclaim;

(iii)                               in relation to which any payment on account of the Purchase Price would cause or has caused a Limit to be exceeded or which has been Notified in excess of a Limit;

(iv)                              in relation to which Recourse is exercised;

(v)                                 in existence upon the Receivables Purchaser exercising its rights under clause 8.5 (Variation or cancellation of agency) or coming into existence thereafter;

(vi)                              in respect of which an Obligor is in material breach of any provision of this Deed applicable to such Debt;

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(vii)                           payable by a Network Provider, the long-term unsecured and non-credit enhanced obligations of whose Holding Company, has a sub-investment grade credit rating as determined from time to time by Standard & Poor’s Ratings Group;

(viii)                        which is created by an Opco using the trading style “▇▇▇▇ ▇▇▇▇▇▇ Communications”;

(ix)                                in relation to a Network Provider which is party to an Ancillary Document which is revoked or otherwise terminated without the Receivables Purchaser’s prior written consent;

(x)                                   in relation to which an Obligor is unable to provide material and relevant information on account of its obligations to Relevant Third Parties to keep information confidential; and

(xi)                                which the Receivables Purchaser designates as an Unapproved Debt in accordance with clause 6.2 (Unapproved Debts) or clause 23.1(d) (Unapproved Debts);

“United Kingdom” or “UK” means the United Kingdom of Great Britain and Northern Ireland (excluding the Isle of Man and the Channel Islands);

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents;

“Utilisation” means a drawdown by the SPV from Availability in accordance with the terms of this Deed;

“Utilisation Date” means the date of a Utilisation, being the date on which an Early Payment is made;

“Utilisation Request” means a request for a Utilisation;

“VAT” means value added tax as provided for in the Value Added Tax ▇▇▇ ▇▇▇▇ and any other tax of a similar nature; and

“Vest” means, in relation to a Debt, the transfer of ownership of that Debt by assignment or the holding of that Debt in trust and “Vested” and “Vesting” shall be construed accordingly.

1.2                               Interpretation

(a)                                  Unless a contrary indication appears, a reference in this Deed to:

(i)                                     the “Receivables Purchaser”, a “Participant”, any “Security Obligor”, any “Finance Party”, any “Obligor”, the “Parent”, any “Party” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii)                                  “assets” includes present and future properties, revenues and rights of every description and includes uncalled capital;

(iii)                               “including” or “includes” means including or includes without limitation.

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(iv)                              a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, supplemented, extended, restated, novated and/or replaced in any manner from time to time (however fundamentally and even if any of the same increases the obligations of any member of the Group or provides for further advances);

(v)                                 “guarantee” means any guarantee, letter or credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(vi)                              “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(vii)                           a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture; consortium or partnership (whether or not having separate legal personality);

(viii)                        a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency or department, or of any regulatory, self-regulatory or other authority or organisation;

(ix)                                a provision of law is a reference to that provision as amended or re-enacted;

(x)                                   the singular includes the plural and vice versa;

(xi)                                a time of day is a reference to London time; and

(xii)                             “sub-participation” means any sell down or proposal by a Finance Party to sell down a proportion of its interest in the Finance Documents to a third party financier.

(b)                                 Section, clause and schedule headings are for ease of reference only and shall not affect the construction of this Deed.

(c)                                  References to clauses, paragraphs and schedules are references to clauses, paragraphs and schedules of or to this Deed unless otherwise stated. References to this Deed include its schedules.

(d)                                 Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Deed.

(e)                                  A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived in writing and an Event of Default and a Participation Default is “continuing” if it has not been waived in writing, in each case to the satisfaction of the Receivables Purchaser.

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(f)                                    In this Deed, any agreement, confirmation, notice, authority, breach, obligation, liability, representation, warranty, covenant, undertaking or indemnity contained in this Deed of or by (i) each Obligor and/or the Obligors and (ii) each member of the Group shall be deemed to be joint and several.

1.3                               Third party rights

(a)                                  Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce or enjoy the benefit of any term of this Deed.

(b)                                 Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Deed at any time.

2.                                      ASSIGNMENT

2.1                               Assignment

(a)                                  On the Assignment Date, each of the Opcos assign to the SPV all Existing Debts and all Future Debts.

(b)                                 On the Assignment Date, the SPV assigns to the Receivables Purchaser all Existing Debts and all Future Debts.

2.2                               Vesting of Existing Debts

Pursuant to clause 2.1 (Assignment), on the Commencement Date:

(a)                                  the Existing Debts shall Vest in the SPV; and

(b)                                 upon the Existing Debts Vesting in the SPV, the Existing Debts shall Vest in the Receivables Purchaser,

in each case, without any further act on the part of an Obligor or the Receivables Purchaser.

2.3                               Vesting of Future Debts

Pursuant to clause 2.1 (Assignment), Future Debts shall Vest in the Receivables Purchaser automatically upon such Future Debts being created by the relevant Opco, without any further act on the part of an Obligor or the Receivables Purchaser.

2.4                               Related Rights

For the avoidance of doubt, upon each Debt Vesting in the Receivables Purchaser there shall automatically Vest in the Receivables Purchaser all and any of the Related Rights.

2.5                               Legal assignment

The Opcos shall, at any time upon or following an Event of Default which is continuing, at the request of the Receivables Purchaser, execute and deliver to the SPV a legal assignment of any Debt.

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2.6                               Acceptance

No Opco shall challenge the existence, extent or nature of:

(a)                                  the Receivables Purchaser’s right, title and interest in and to the Debts;

(b)                                 an Opco’s obligations to the SPV;

(c)                                  the SPV’s obligations to the Receivables Purchaser;

(d)                                 the assignment of Debts to the SPV; and

(e)                                  the assignment of the Debts by the SPV to the Receivables Purchaser.

2.7                               No termination of assignment

The Opcos undertake that they shall not terminate or purport to terminate the assignment of Debts to the SPV in clause 2.1 (Assignment), without the prior written consent of the Receivables Purchaser.

2.8                               No reassignment

The SPV undertakes that it will not reassign or purport to reassign to an Opco any Debt assigned to the Receivables Purchaser other than in accordance with the terms of clause 24 (Reassignment and Recourse).

3.                                      PURPOSE

3.1                               Purpose

(a)                                  The SPV shall apply all amounts drawn by it under the Facility towards payment to the Opcos for the Debts assigned to the SPV by the Opcos.

(b)                                 Each Opco shall apply all sums paid to the Opco by the SPV in accordance with clause 3.1(a) for general corporate purposes.

3.2                               Monitoring

The Receivables Purchaser is not bound to monitor or verify the application of any amount drawn under the Facility.

4.                                      CONDITIONS OF UTILISATION

4.1                               Initial conditions precedent

(a)                                  The SPV may not deliver a Utilisation Request unless the Receivables Purchaser has received all of the documents and other evidence listed in part 1 of schedule 2 (Conditions precedent) in form and substance satisfactory to the Receivables Purchaser.

(b)                                 The Receivables Purchaser shall notify CPW and the Original Participants promptly upon receipt of all such documents and other evidence in accordance with clause 4.1(a).

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4.2                               Conditions relating to Existing Debts

The Receivables Purchaser will only be obliged to comply with the First Utilisation Request:

(a)                                  if the First Utilisation Request requests a drawdown on the Commencement Date, the Receivables Purchaser has received the relevant Notification Schedules by not later than 11.00 am on the Commencement Date (or by not later than 11.00 am on the Business Day that the first Utilisation is requested, if the first Utilisation is requested after the Commencement Date);

(b)                                 insofar as the Existing Debts are Approved Debts;

(c)                                  if such Approved Debts are denominated in Sterling and the Network Provider is domiciled in England and Wales;

(d)                                 if such payment by the Receivables Purchaser would not result in a breach of any Limit;

(e)                                  if all the representations and warranties in clause 16 (Representations) are true in all material respects;

(f)                                    provided that no Default has occurred which is continuing or will result from the Receivables Purchaser making such payment; and

(g)                                 if the Original Participants have complied with their obligations under clause 31.2(a).

4.3                               Further conditions precedent

(a)                                  The Receivables Purchaser will only be obliged to comply with a Utilisation Request after the First Utilisation Request, if on the date of the Utilisation Request and on the proposed Utilisation Date:

(i)                                     the Opcos have complied with their obligations under schedule 11 (Operational undertakings);

(ii)                                  subject to clause 4.4(a), complying with the Utilisation Request will not result in a breach of Availability or any Limit;

(iii)                               no Default is continuing or would result from the proposed Utilisation;

(iv)                              the Repeating Representations are true in all material respects; and

(v)                                 the date of the Utilisation Request is a Business Day on which the Receivables Purchaser has received the relevant Notification Schedules by not later than 11.00 am.

(b)                                 If the Receivables Purchaser receives the relevant Notification Schedules on a Business Day but after 11.00 am, the Receivables Purchaser will only be obliged to comply with a Utilisation Request on the immediately succeeding Business Day.

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4.4                               Participation Default

(a)                                  Upon the occurrence of any Participation Default, the Receivables Purchaser may waive the Participation Default in writing to the Defaulting Participant.

(b)                                 If a Participation Default is not waived, the Receivables Purchaser shall immediately, by notice to CPW and the Participants:

(i)                                     reduce the Facility Limit by the amount of the Defaulting Participant’s Participation Commitment; and

(ii)                                  reduce the Defaulting Participant’s Participation Commitment and Participation Percentage to zero and amend the other Finance Party’s Participation Percentages accordingly.

5.                                      UTILISATION

5.1                               Purchase Price

(a)                                  The Receivables Purchaser shall pay the Purchase Price in accordance with clause 5.2 (Early Payment) and clause 5.3 (Payment of Deferred Element).

(b)                                 The Purchase Price of each Debt shall be paid by the Receivables Purchaser in Sterling.

5.2                               Early Payment

Subject to clause 4 (Conditions of Utilisation), the Receivables Purchaser shall, in relation to Approved Debts, make an Early Payment to the SPV on each Utilisation Date (or such lesser amount as may be agreed with the SPV or CPW on behalf of the SPV).

5.3                               Payment of Deferred Element

Subject to the terms of this Deed, the Receivables Purchaser shall give credit to the SPV for the Deferred Element in accordance with clause 7.3 (Proceeds of Debts and Deferred Element) on each Collection Date.

5.4                               Payment to CPW

(a)                                  The SPV requests that each Early Payment and payment of the Deferred Element to which the SPV is entitled under clause 5.2 (Early Payment) and clause 5.3 (Payment of Deferred Element) shall be made to an account in the name of CPW. The SPV has notified the Receivables Purchaser that this request is made to satisfy the SPV’s obligations to make payment to CPW for the Debts assigned to the SPV under this Deed (and CPW shall ensure that each other Opco receives any payments to which it may be entitled in this regard).

(b)                                 Each Opco acknowledges that CPW (and not the Receivables Purchaser) is solely responsible for ensuring that each Opco receives from the SPV all monies to which it is entitled.

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5.5                               Payment obligations

(a)                                  The payment of an Early Payment and/or the Deferred Element in accordance with clauses 5.2 (Early Payment) to 5.4 (Payment to CPW) shall constitute a good discharge by the Receivables Purchaser of such monies so paid.

(b)                                 Each Opco acknowledges that any failure by the SPV to comply with clause 3.1(a) shall not affect the provisions of clause 2 (Assignment).

(c)                                  The SPV shall, within three Business Days of demand, repay to the Receivables Purchaser upon the Receivables Purchaser’s request:

(i)                                     the amount of any payment by the Receivables Purchaser made in excess of any Limit or that has caused any Limit to be exceeded;

(ii)                                the amount by which the Payment Account Balance exceeds Availability; or

(iii)                             any Early Payment and accrued and unpaid Discount in relation to any Debt where such Debt becomes an Unapproved Debt.

5.6                               Additional Reserve

(a)                                  If the Receivables Purchaser (acting reasonably and in good faith at all times) becomes aware of an event or circumstance that the Receivables Purchaser could not reasonably have been expected to have contemplated by:

(i)                                     if the Approved Debt is payable by an Original Network Provider, the Commencement Date; or

(ii)                                  if the Approved Debt is payable by an Additional Network Provider, the Assignment Date referable to that Approved Debt,

and that might reasonably be expected to materially reduce the Notified Value of any Debt, the Receivables Purchaser may restrict Availability by applying an additional reserve to the Payment Account (an “Additional Reserve”).

(b)                                 The amount of an Additional Reserve shall be specified by the Receivables Purchaser, provided always that the Receivables Purchaser consults with CPW at least three Business Days before making such application in relation to such application and provides a written explanation to CPW justifying such application.

(c)                                  If CPW evidences, to the Receivables Purchaser’s satisfaction (acting reasonably), that the event or circumstance which caused an Additional Reserve to be applied in accordance with clause 5.6(a) no longer applies, that Additional Reserve shall be released.

(d)                                 If CPW evidences, to the Receivables Purchaser’s satisfaction (acting reasonably), that the value of an Additional Reserve applied in accordance with clause 5.6(a) exceeds the maximum amount by which the Notified Value of the Approved Debt might reasonably be expected to be reduced by the relevant event or circumstance, the amount of the Additional Reserve shall be reduced by such excess.

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5.7                               Contra Accounts

(a)                                  If CPW evidences, to the Receivables Purchaser’s satisfaction (acting reasonably) that the set-off risk associated with a Contra Account no longer applies, the Reserve applied in relation to that Contra Account shall be released.

(b)                                 If CPW evidences, to the Receivables Purchaser’s satisfaction (acting reasonably), that the value of a Reserve applied in accordance with clause 5.7(a) exceeds the maximum amount by which the Notified Value of the Approved Debt might reasonably be expected to be reduced by the Contra Account, the amount of the Reserve shall be reduced by such excess.

5.8                               Bank account

All payments by the Receivables Purchaser under this Deed shall be made to that bank account or those bank accounts that the SPV shall have notified in writing to the Receivables Purchaser prior to the Commencement Date, or such alternative account or accounts as the SPV may notify in writing to the Receivables Purchaser on not less than five Business Days’ notice.

6.                                      DESIGNATION OF DEBTS

6.1                               Notified Debts

The Receivables Purchaser shall designate all Notified Debts in accordance with the terms of the definitions of such terms as either Approved Debts or Unapproved Debts.

6.2                               Unapproved Debts

(a)                                  The Receivables Purchaser (acting reasonably and in good faith at all times) may designate an Approved Debt as an Unapproved Debt, including a Debt previously designated as an Approved Debt, if the Receivables Purchaser becomes aware of an event or circumstance that the Receivables Purchaser could not reasonably have been expected to have contemplated by:

(i)                                     if the Approved Debt is payable by an Original Network Provider, the Commencement Date; or

(ii)                                  if the Approved Debt is payable by an Additional Network Provider, the Assignment Date referable to that Approved Debt,

which event or circumstance would have the effect of materially reducing the Notified Value of that Debt, provided always that the Receivables Purchaser consults with CPW at least three Business Days before making such designation in relation to such designation and provides a written explanation to CPW justifying such designation.

(b)                                 If CPW evidences, to the Receivables Purchaser’s satisfaction (acting reasonably), that the event or circumstance which caused an Approved Debt to be designated as an Unapproved Debt in accordance with clause 6.2(a) no longer applies, the Receivables Purchase shall cease to designate the Debt as an Unapproved Debt.

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7.                                      PAYMENT ACCOUNT

7.1                               Early Payment

The Receivables Purchaser shall, on each Utilisation Date, debit an amount equal to any Early Payment made (if any) to the Payment Account.

7.2                               Discount

(a)                                  Discount in respect of any Approved Debt shall be calculated by applying the Discount Rate to the debit balance of the Payment Account from day to day and shall be maintained as a separate accrual.

(b)                                 Subject to clause 7.4(b), for administrative convenience accrued Discount shall be debited to the Payment Account on the last Business Day of each month.

7.3                               Proceeds of Debts and Deferred Element

On a Collection Date the Receivables Purchaser shall credit to the Payment Account the amount received by the Receivables Purchaser.

7.4                               Other

(a)                                  The Receivables Purchaser shall debit the following to the Payment Account:

(i)                                          any Costs due and payable under this Deed; and

(ii)                                       any other sums at that time due and payable by the SPV or CPW to a Finance Party pursuant to this Deed.

(b)                                 In relation to Discount, the Non-Utilisation Fee, a Closing Fee (in the event that the Closing Fee is not paid in accordance with the terms of the relevant Fee Letter) and the Service Fee and the sums referred to at clause 7.4(a):

(i)                                          the Receivables Purchaser shall notify CPW of the sum to be debited as soon as possible and in any event prior to 11.00 am on the day that the debit is to be made; and

(ii)                                     CPW or the SPV (as applicable) may make payment to the Receivables Purchaser in respect of any such sums to a Trust Account.

(c)                                  Any payments received by the Receivables Purchaser in accordance with clause 7.4(b) shall be credited to the Payment Account on the Business Day on which payment from CPW is received in cleared funds.

(d)                                 In relation to clause 7.4(a), the Receivables Purchaser may debit to the Payment Account an amount estimated by the Receivables Purchaser in good faith to be the amount of such Costs or such sums, although the Receivables Purchaser shall promptly credit to the Payment Account any amount which, with the passage of time, can be evidenced to have been debited in excess of any such estimate.

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8.                                      COLLECTION AND ADMINISTRATION

8.1                               Appointment

The Receivables Purchaser appoints each Opco as agent, for the time being, of the Receivables Purchaser to collect Debts Vested in the Receivables Purchaser, but for no other purpose.

8.2                               Collection as agent

(a)                                  Each Opco shall, as agent and trustee of the Receivables Purchaser, continue to collect at its own expense all Debts under this Deed with at least the same standard of diligence in relation to the collection of such Debts as undertaken by it prior to the date of this Deed.

(b)                                 Each Obligor shall, in relation to any Remittance received or recovered by it in respect of a Debt, comply in all respects with this clause 8 and clause 9 (Trust).

8.3                               Communication with Network Providers

(a)                                  The Obligors undertake that they will not give notice to any Network Provider of the assignment of Debts to the SPV or the onward assignment of Debts to the Receivables Purchaser without the Receivables Purchaser’s prior written consent.

(b)                                 Subject to clause 8.3(c), the Receivables Purchaser may communicate with Network Providers at any time in the name of an Obligor for the purposes of Debt verification and each Obligor shall, and shall procure that the Network Providers shall, provide the Receivables Purchaser with such assistance as the Receivables Purchaser shall reasonably require for such purpose.

(c)                                  Prior to the occurrence of an Event of Default which is continuing, the Receivables Purchaser may only communicate with Network Providers if:

(i)                                     such communication occurs once per Month;

(ii)                                  three Business Days’ prior written notice has been given to CPW; and

(iii)                               such communication is conducted in the presence of a CPW representative nominated by CPW.

8.4                               Payments to Trust Account

Each Obligor undertakes:

(a)                                  to use all reasonable endeavours to ensure that all Network Providers pay (or continue to pay, as the case may be) all Remittances directly to the relevant Trust Account and no other bank account; and

(b)                                 that without prejudice to clause 8.4(a) above, in the event that an Obligor receives or recovers any Remittance the Obligor shall immediately upon receipt, pay into the appropriate Trust Account (or such other account as the Receivables Purchaser may nominate) such identical Remittance including any Remittances made payable to such Obligor. without any reduction and endorsing the same where necessary.

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8.5                               Variation or cancellation of agency

(a)                                  The agency appointment referred to in clause 8.1 (Appointment) may only be varied or cancelled by the Receivables Purchaser upon or following an Event of Default which is continuing.

(b)                                 Upon or at any time following the cancellation of the agency:

(i)                                     the Receivables Purchaser may give notice to any Network Provider that the Receivables Purchaser is the owner of all present and future Debts, such notice being in such form as the Receivables Purchaser may determine;

(ii)                                  no Obligor shall hold itself out as an agent of the Receivables Purchaser for any purpose;

(iii)                             each Obligor shall ensure that Network Providers pay (or continue to pay, as the case may be) all Debts direct to a Trust Account and no other bank account;

(iv)                              subject to clause 37.1 (Duties to Relevant Third Parties), each Obligor shall immediately deliver to the Receivables Purchaser such ledgers, books of account, computer data, electronic records and all documents recording or evidencing Debts as the Receivables Purchaser may determine; and

(v)                                 the Receivables Purchaser shall, at the expense of the SPV and subject to clause 15.3 (Ongoing costs), exercise its sole and unfettered right to collect the Debts in such manner as the Receivables Purchaser considers appropriate and each Obligor shall be bound by any act or omission of the Receivables Purchaser in the exercise of its rights of collection.

8.6                               Automatic termination

The agency shall be treated as automatically terminated should the Receivables Purchaser serve notice to terminate this Deed upon or following an Event of Default which is continuing.

9.                                      TRUST

9.1                               Proceeds of Debts

Each Obligor confirms and agrees that the proceeds of Debts are the absolute property of the Receivables Purchaser and pending any transfer in accordance with clause 8.4(b) above (and without prejudice to the provisions of that clause), shall now and hereafter be held on trust absolutely for the Receivables Purchaser and kept separate from each Obligor’s own monies.

9.2                               Status of bank accounts

Each Obligor shall procure and shall ensure that the bank accounts referred to in schedule 15 (Principal commercial terms at the Commencement Date) as “Trust Accounts” and any other bank accounts maintained pursuant to or for the purposes of the receipt of monies from Network Providers are opened or re-characterised (as the case may be) and maintained as, and are compliant at all times with the definition of “Trust Account”.

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9.3                               Payment Default

(a)                                  The Receivables Purchaser may upon or following a Payment Default complete a Notice of Assignment and Trust and send it to the relevant Network Provider and the Receivables Purchaser may thereafter take proceedings directly against the relevant Network Provider.

(b)                                 For the avoidance of doubt, the rights contained in clause 9.3(a) are in addition to any rights of the Receivables Purchaser under clause 22 (Events of Default), clause 23 (Rights on a default) and clause 25 (Power of Attorney).

10.                               ILLEGALITY

If it becomes unlawful for the Receivables Purchaser to perform any of its obligations as contemplated by this Deed or to make or maintain any Early Payment:

(a)                                  the Receivables Purchaser shall promptly notify CPW upon becoming aware of that event; and

(b)                                 the Receivables Purchaser shall cease to make any further Early Payment, and the SPV shall pay to the Receivables Purchaser a sum equal to the aggregate debit balances on the Payment Accounts on the date specified by the Receivables Purchaser in the notice delivered to CPW (being no earlier than the last day of any applicable grace period permitted by law).

11.                               FEES

11.1                        Closing Fees

The Closing Fees are due and payable in accordance with the terms of a Fee Letter.

11.2                        Service Fee

The Service Fee is due and payable in accordance with the terms of a Fee Letter.

11.3                        Non-Utilisation Fee

(a)                                  The Non-Utilisation Fee shall be calculated monthly, commencing on the Commencement Date.

(b)                                 Subject to clause 7.4(b), the Receivables Purchaser shall debit the Non-Utilisation Fee to the Payment Account on the first Business Day of the calendar month immediately following the month in which it accrues.

11.4                        Other

The SPV shall pay to the Receivables Purchaser all bank commissions and charges (at Barclays Bank PLC’s prevailing tariff from time to time) for:

(a)                                  maintaining any Trust Account;

(b)                                 converting to Sterling the proceeds of any Debt if not in Sterling; and

(c)                                  dealing with dishonoured Remittances.

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11.5                        Breakage Costs

If this Deed is terminated for any reason prior to the expiry of the Term, then the SPV shall, on the Termination Date, pay to the Receivables Purchaser all and any sums whatsoever and howsoever unpaid but due and payable under this Deed, together with the Breakage Costs.

11.6                        VAT

All fees and charges are and shall be quoted exclusive of VAT which shall be added if applicable.

12.                               INCREASED COSTS

12.1                        Increased Costs

(a)                                  Subject to clause 12.3 (Exceptions) the SPV shall, within three Business Days of a demand by the Receivables Purchaser, pay to the Receivables Purchaser the amount of any Increased Costs incurred by a Finance Party or any of its Affiliates as a result of (A) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation, or (B) compliance with any law or regulation made after the Commencement Date.

(b)                                 In this Deed “Increased Costs” means:

(i)                                     a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(ii)                                  an additional or increased cost; or

(iii)                               a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that person having entered into this Deed or funding or performing its obligations under any Finance Document.

12.2                        Increased Costs claims

(a)                                  If a Finance Party intends to make a claim pursuant to clause 12.1 (Increased Costs), the Receivables Purchaser shall promptly notify CPW of the event giving rise to the claim.

(b)                                 If a Participant intends to make a claim pursuant to clause 12.1 (Increased Costs), the Participant shall promptly notify the Receivables Purchaser (who shall then promptly notify CPW) of the event giving rise to the claim.

(c)                                  A Finance Party shall, as soon as practicable after a demand by CPW, provide a certificate confirming the amount of its Increased Costs.

12.3                        Exceptions

Clause 12.1 (Increased Costs) does not apply to the extent any Increased Cost is attributable to the breach by a Finance Party or its Affiliates of any law or regulation.

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13.                               OTHER INDEMNITIES

13.1                        Currency indemnity

(a)                                  If any sum due from a member of the Group under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i)                                     making or filing a claim or proof against that member of the Group; or

(ii)                                  obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that member of the Group shall as an independent obligation, within three Business Days of demand, indemnify the Receivables Purchaser against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b)                                 Each member of the Group waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

13.2                        Other indemnities

Each Obligor shall, within three Business Days of demand, indemnify the Receivables Purchaser against any Loss or liability incurred by it as a result of:

(a)                                  the failure by the SPV to comply with any obligation assumed by the SPV under this Deed;

(b)                                 complying with Utilisation Requests on the basis of incorrect information provided to the Receivables Purchaser contained within any Notification Schedule;

(c)                                  any act or omission on the part of a member of the Group including any breach by a member of the Group of the terms of the Finance Documents or any law applicable thereto;

(d)                                 any Network Provider making (or claiming to be entitled to make) any deduction from any amount payable to the Receivables Purchaser in relation to Debts purchased by the Receivables Purchaser, or otherwise reducing the Notified Value of any Debt, due to:

(i)                                     any provision in the relevant Network Agreement to such effect; or

(ii)                                  any sum owed to the Network Provider from an Obligor, whether by way of contract, damages or otherwise;

(e)                                  a Shortfall;

(f)                                    the release of Debts from any Security Interests;

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(g)                                 dealing with disputes by Network Providers;

(h)                                 dealing with disputes by the Parent in connection with the Parent Side Letter;

(i)                                     dealing with disputes by CPW Brands (or such other relevant person) in connection with the Licensed IP;

(j)                                     issuing proceedings to collect any Debts;

(k)                                  assignments or reassignments of Debts in accordance with the terms of the Finance Documents;

(1)                                  all Costs incurred by the Receivables Purchaser:

(i)                                     payable to any third party arising from claims or proceedings; or

(ii)                                  as a result of acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;

(m)                               a failure by any member of the Group to pay any amount due under a Finance Document on its due date;

(n)                                 funding, or making arrangements to fund, any Early Payment requested by the SPV but not made by reason of the operation of any one or more of the provisions of this Deed (other than by reason of default or negligence by the Receivables Purchaser alone or any Participant’s failure to comply with its obligations under clause 31.2(a)).

13.3                        SPV indemnity

The SPV shall within three Business Days of demand indemnify the Receivables Purchaser against any Loss or liability incurred by the Receivables Purchaser as a result of the failure by a member of the Group (other than the SPV) to comply with any obligation assumed by that member of the Group under the Finance Documents.

13.4                        Indemnity to the Receivables Purchaser

(a)                                  Each Obligor shall within three Business Days of demand indemnify the Receivables Purchaser against any Loss or liability incurred by the Receivables Purchaser (acting reasonably) as a result of:

(i)                                     investigating any event which it reasonably believes is a Default;

(ii)                                  acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

(iii)                               acting in accordance with any authorisation in relation to internet communication and facsimiles made or given by each of the Obligors in any Finance Document.

(b)                                 Each Obligor shall within three Business Days of demand indemnify the Receivables Purchaser and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of:

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(i)                                     the taking, holding, protection or enforcement of the Transaction Security;

(ii)                                  anything done or omitted in the exercise or purported exercise of any of the rights, powers, discretions and remedies vested in the Receivables Purchaser and each Receiver and Delegate by the Finance Documents or by law;

(iii)                               the use or occupation by any person of assets subject to the Transaction Security; and

(iv)                              any default by any member of the Group in the performance of any of the obligations expressed to be assumed by it in the Finance Documents.

14.                               MITIGATION BY THE RECEIVABLES PURCHASER

14.1                        Mitigation

(a)                                  Each Finance Party shall, in consultation with CPW, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of clause 10 (Illegality), clause 12.1 (Increased Costs) and clause 13 (Other Indemnities) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b)                                 If any Participant seeks to rely on clause 14.1(a), any consultation with CPW shall be conducted through the Receivables Purchaser (or otherwise agreed in writing between the Receivables Purchaser and the relevant Participant).

(c)                                  Clause 14.1(a) does not in any way limit the obligations of any member of the Group under the Finance Documents.

14.2                        Limitation of liability

(a)                                  Each Obligor shall, within three Business Days of demand indemnify each Finance Party for all Costs reasonably incurred by that Finance Party as a result of steps taken by it under clause 14.1 (Mitigation).

(b)                                 A Finance Party is not obliged to take any steps under clause 14.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

15.                               COSTS AND EXPENSES

15.1                        Transaction expenses

Each Obligor shall within 30 days of an invoice being tendered, pay to the Receivables Purchaser the amount of all Costs reasonably incurred by the Receivables Purchaser or a Participant, or the Security Agent, or by any Receiver or Delegate in connection with the negotiation, preparation, sub-participation, printing, execution and perfection of:

(a)                                  this Deed and any other documents referred to in this Deed and the Transaction Security; and

(b)                                 any other Finance Documents executed after the date of this Deed.

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15.2                        Amendment costs

If a member of the Group requests an amendment, waiver or consent an Obligor shall, within three Business Days of demand, pay to the Receivables Purchaser the amount of all Costs reasonably incurred by the Receivables Purchaser (or any Participant, Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

15.3                        Ongoing costs

In the event of:

(a)                                  a Default; or

(b)                                 the Receivables Purchaser considering it necessary or expedient; or

(c)                                  the Receivables Purchaser being requested by a member of the Group to undertake duties which the Receivables Purchaser and CPW (acting reasonably) agree to be of an exceptional nature and/or outside the scope of its normal duties under the Finance Documents,

each Obligor shall pay to the Receivables Purchaser any additional Costs that the Receivables Purchaser certifies to CPW have been properly incurred in respect of that event or request.

15.4                        Enforcement and preservation costs

Each Obligor shall within three Business Days of demand pay to the Receivables Purchaser or the Security Agent or any Receiver or Delegate the amount of all Costs reasonably incurred by it in connection with the enforcement of or the preservation of any rights under any Finance Document and the Transaction Security and any proceedings instituted by or against the Receivables Purchaser as a consequence of taking or holding the Transaction Security or enforcing these rights.

15.5                        Other costs and expenses

The Obligors (or any of them) shall pay to the Receivables Purchaser within three Business Days of demand (whether or not any sums have been drawn down from Availability and provided that there is no double-counting):

(a)                                  any stamp duties in connection with this Deed, the purchase of any Debt by the Receivables Purchaser from an Obligor or any documents served or created in connection with this Deed;

(b)                                 the amount of all Costs in any relevant jurisdiction and any VAT or similar Tax thereon reasonably and properly incurred by any of them in connection with:

(i)                                     the carrying out of due diligence procedures in relation to any of the Finance Documents or any of the documents referred to in this Deed;

(ii)                                  the transactions contemplated by the Finance Documents; and

(c)                                  any Losses flowing from any judgment or claim being payable in a different currency from that agreed under this Deed and/or in connection with the enforcement of or the preservation of the Receivables Purchaser’s rights under this Deed.

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16.                               REPRESENTATIONS

16.1                        General

(a)                                  Save for the warranties and representations in clause 16.26 (Opco warranties and representations), CPW makes the representations and warranties set out in this clause 16 to the Receivables Purchaser in relation to itself and each member of the Group.

(b)                                 Each Opco makes the representations and warranties set out in clause 16.26 (Opco warranties and representations) in relation to itself.

16.2                        Status

(a)                                  It is a limited liability corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

(b)                                 It has (and each of its Subsidiaries has) the power to own its assets and carry on its business as it is being conducted.

16.3                        Binding obligations

Subject to the Legal Reservations:

(a)                                  the obligations expressed to be assumed by it in each Finance Document are legal, valid, binding and enforceable obligations; and

(b)                                 without limiting the generality of clause 16.3(a), each Transaction Security Document to which it is a party creates the Security Interests which that Transaction Security Document purports to create and those Security Interests are valid and effective and are not liable to be avoided or otherwise set aside on the liquidation or administration of any member of the Group or otherwise.

16.4                        Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents and the granting of the Transaction Security do not and will not conflict with:

(a)                                  any law or regulation applicable to it;

(b)                                 the constitutional documents of any member of the Group;

(c)                                  the JV Agreement or constitute a default or termination event (however described) under such agreement;

(d)                                 a Senior Facility Agreement or constitute a default or termination event (however described) under such agreement; or

(e)                                  any other material agreement or instrument relating to Financial Indebtedness or any other material agreement or instrument binding upon it or any member of the Group or any of its, or any member of the Group’s, assets.

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16.5                        Power and authority

(a)                                  It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

(b)                                 No limit on its powers will be exceeded as a result of the sale and purchase of receivables, grant of security or giving of guarantees or indemnities contemplated by any Finance Document to which it is a party.

16.6                        Deduction of Tax

It is not required under the law of its jurisdiction of incorporation to make any deduction for or on account of Tax from any payment it may make under any Finance Document.

16.7                        No Default

(a)                                  No Event of Default and, on the date of this Deed and the Commencement Date, no Default, is continuing or might reasonably be expected to result from the making of any Early Payment or the entry into, the performance of, or any transaction contemplated by, any Finance Document.

(b)                                 No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which might reasonably be expected to have a Material Adverse Effect.

16.8                        No misleading information

(a)                                  Any material and relevant written factual information, taken as a whole, provided in writing by CPW to any Finance Party in connection with the Finance Documents or the transactions contemplated by the Finance Documents, in each case, for the purpose of incorporation within the Information Memorandum was true and accurate in all material respects as at the date it was provided or, if updated, the date on which it was so updated or as at the date (if any) at which it was stated.

(b)                                 Any final form, written financial projection or forecast provided by CPW to the Receivables Purchaser on or before the Commencement Date in respect of the Obligors and in connection with the Finance Documents or the transactions contemplated by the Finance Documents was arrived at after due and careful consideration and genuinely represented the views of CPW and was based on good faith estimates and assumptions believed by it to be reasonable in each case at the time they were made.

(c)                                  Nothing has occurred or been omitted and no information has been given or withheld that results in the material and factual information, forecasts or projections referred to in clauses 16.8(a) and (b) above, taken as a whole, being untrue or misleading in any material respect.

(d)                                 All other material and relevant written information provided by or on behalf of any member of the Group to any Finance Party in connection with the Finance Documents or the transactions contemplated by the Finance Documents was reasonably believed by CPW to be true and accurate in all material respects as at the

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date it was provided or, if updated, the date on which it was so updated or as at the date (if any) at which it is stated.

16.9                        Original Financial Statements

(a)                                  Its Original Financial Statements were prepared in accordance with UK GAAP consistently applied.

(b)                                 Its audited Original Financial Statements give a true and fair view of the state of affairs of the Group as at the end of the relevant financial year and of the profit of the Group for that year.

(c)                                  There has been no material adverse change in the business or consolidated financial condition of the Group since 29 March 2008.

(d)                                 Its most recent financial statements delivered pursuant to clause 17.5 (Financial statements):

(i)                                     have been prepared in accordance with the UK GAAP as applied to the Original Financial Statements; and

(ii)                                  give a true and fair view of (if audited) or fairly present (if unaudited) the state of affairs of the Group as at the end of the period to which they relate and of the profit of the Group for that period.

(e)                                  Since the date of the most recent financial statements delivered pursuant to clause (Financial statements) there has been no material adverse change in the business, assets or financial condition of the Group.

16.10                 Pari passu

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies in its jurisdiction of incorporation generally.

16.11                 No proceedings threatened

Without prejudice to clause 19.1(g), no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency have, to the best of its knowledge and belief, been started or threatened against it or any member of the Group which could reasonably be expected to have a Material Adverse Effect.

16.12                 Validity and admissibility in evidence

(a)                                  All Authorisations required or desirable:

(i)                                     to enable it lawfully to enter into, exercise its rights under and comply with its obligations in the Finance Documents to which it is a party; and

(ii)                                  to make the Finance Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,

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have been obtained or effected and are in full force and effect except for any Authorisation referred to in clause 16.15 (No filing or stamp taxes) which Authorisations will be promptly obtained or effected after the Commencement Date.

(b)                                 All Authorisations necessary for the conduct of the business, trade and ordinary activities of members of the Group have been obtained or effected and are in full force and effect.

16.13                 Governing law and enforcement

(a)                                  The choice of the governing law of the Finance Documents will be recognised and enforced in its Relevant Jurisdictions.

(b)                                 Any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions.

16.14                 Insolvency

No:

(a)                                  corporate action, legal proceeding or other procedure or step described in clause 22.12 (Insolvency proceedings); or

(b)                                 creditors’ process described in clause 22.12 (Insolvency proceedings),

has been taken or, to the knowledge of CPW, threatened in relation to a member of the Group and none of the circumstances described in clause 22.11 (Insolvency) applies to a member of the Group.

16.15                 No filing or stamp taxes

Under the laws of its Relevant Jurisdiction it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in those jurisdictions or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents except the filing in the United Kingdom of the prescribed particulars of the Transaction Security Documents at the Companies Registration Office in England and Wales pursuant to section 395 of the Act and payment of associated fees, which filings will be made promptly after the date of the Transaction Security Documents.

16.16                 No breach of laws

(a)                                  It has not (and none of its Subsidiaries has) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

(b)                                 No labour disputes are current or, to the best of its knowledge and belief (having made due and careful enquiry), threatened against any member of the Group which have or are reasonably likely to have a Material Adverse Effect.

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16.17                 Taxation

(a)                                  It is not (and none of its Subsidiaries is) materially overdue in the filing of any Tax returns and it is not (and none of its Subsidiaries is) overdue in the payment of any amount in respect of Tax.

(b)                                 No claims or investigations are being, or are reasonably likely to be, made or conducted against it (or any of its Subsidiaries) with respect to Taxes which could reasonably be expected to have a Material Adverse Effect.

16.18                 Security Interests and Financial Indebtedness

(a)                                  No Security Interest or Quasi-Security exists over all or any of the present or future assets of any member of the Group other than as permitted by this Deed.

(b)                                 No member of the Group has any Financial Indebtedness outstanding other than as permitted by this Deed.

16.19                 Ranking

Subject to any Intercreditor Agreement, the Transaction Security has or will have first ranking priority and it is not subject to any prior ranking or prior passu ranking Security Interest.

16.20                 Good title to assets

It has (and each of its Subsidiaries has) a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

16.21                 Legal and beneficial ownership

It is (and each of its Subsidiaries is) the sole legal and beneficial owner of the respective assets over which it purports to grant Security Interests.

16.22                 Shares

The shares of any member of the Group which are subject to the Transaction Security are fully paid and not subject to any option to purchase or similar rights. The constitutional documents of companies whose shares are subject to the Transaction Security do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Transaction Security.

16.23                 Intellectual Property

It (and each of its Subsidiaries):

(a)                                  is the sole legal and beneficial owner of or has licensed to it on normal commercial terms all the Intellectual Property which is material in the context of its business and which is required by it in order to carry on its business as presently conducted;

(b)                                 does not, in carrying on its business, infringe any Intellectual Property of any third party in any material respect; and

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(c)                                  has taken all formal or procedural actions (including payment of fees) required to maintain any material Intellectual Property owned by it.

16.24                 Financial Year

The Financial Year end of each member of the Group is the Saturday falling nearest to 31 March.

16.25                 Centre of main interest and establishments

For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the “Regulation”), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in England and Wales and it has no “establishment” (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction.

16.26                 Opco warranties and representations

(a)                                  Each Opco holds valid and subsisting product and public liability insurance with a reputable insurer acceptable to the Receivables Purchaser which is appropriate and commensurate with businesses of the size and nature of the Obligors’ businesses.

(b)                                 Each Opco holds insurances on and in relation to its business and assets against those risks and to the extent as is usual for companies carrying on the same or substantially similar business, including damage to or destruction of Equipment.

(c)                                  Each Opco owns or has a valid and effective licence to use all computer systems used in connection with its business, including all software and hardware associated with such systems and, so far as it is aware, there are no circumstances which could reasonably be expected to lead to any such licence being revoked or not renewed in the ordinary course.

(d)                                 Each Opco has made, and will continue to make, all necessary notifications or registrations under the terms of the DPA.

16.27                 Times when representations made

(a)                                  All the representations and warranties in this clause 16 are made by the SPV and each Original Obligor on the date of this Deed and on the Commencement Date.

(b)                                 The Repeating Representations are deemed to be made by CPW on the date of each Utilisation Request and each Utilisation Date (except that those contained in clauses 16.9(a) to (c) will cease to be so made once subsequent financial statements have been delivered under this Deed).

(c)                                  All the representations and warranties in this clause 16 are deemed to be made by each Additional Obligor on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor.

Each representation or warranty deemed to be made after the date of this Deed shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

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17.                               INFORMATION UNDERTAKINGS

The undertakings in this clause 17 remain in force from the Commencement Date for so long as any amount is outstanding under the Facility.

17.1                        Notifications

Following the Commencement Date, CPW (on behalf of the Opcos and the SPV) undertakes to deliver to the Receivables Purchaser on the Reporting Date (or on such other date or by such frequency as otherwise agreed in writing with the Receivables Purchaser) Notification Schedules in respect of each Network Provider.

17.2                        Shareholding Change and Joint Ventures

Following the Commencement Date, CPW undertakes to use all commercially reasonable endeavours to:

(a)                                  promptly inform the Receivables Purchaser of any material information concerning any change in ownership of five per cent or more of the issued share capital of the Parent (“Shareholding Change”) including (without limitation) the likely timing of such Shareholding Change becoming effective, details of the proposed change of ownership, and (if applicable) material discussions with Network Providers concerning that Shareholding Change;

(b)                                 promptly inform the Receivables Purchaser of any material information concerning any proposed Joint Venture concerning any member of the Group, including (without limitation) the likely timing of such Joint Venture becoming effective, details of the proposed change of ownership, and (if applicable) material discussions with Network Providers concerning the Joint Venture;

(c)                                  in relation to clauses 17.2(a) and (b) above, procure that each member of the Group will, at its own expense, promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Receivables Purchaser may reasonably specify after consultation with CPW (and in such form as the Receivables Purchaser may reasonably require in favour of the Receivables Purchaser or its nominee(s)) to ensure that:

(i)            any material aspect of the business and operation of the Group relating to the creation of Debts and the Receivables Purchaser’s ability to fully collect the Debts; and

(ii)           the nature and extent of the Receivables Purchaser’s Security Interests immediately following the Shareholding Change or Joint Venture (as applicable) becoming effective.

are, as a result of such Shareholding Change or Joint Venture (as applicable), in each case, not materially more prejudicial to the Receivables Purchaser than those existing immediately prior to such Shareholding Change or Joint Venture (as applicable) becoming effective; and

(d)                                 procure, following a Change of Control of the Parent as a result of a Shareholding Change or Joint Venture (as applicable), a replacement Parent Side Letter (or such other relevant person enters into a side letter in substantially similar terms as the

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Parent Side Letter) in either case, in form and substance satisfactory to the Receivables Purchaser, acting reasonably.

17.3                        Indemnity claims

Each Opco undertakes to promptly inform the Receivables Purchaser upon the Opco incurring any liability in excess of £1,000,000 to a Network Provider under an indemnity given by the Opco in favour of the Network Provider.

17.4                        Provision of other Debt specific information

(a)                                  Promptly upon the Receivables Purchaser’s reasonable request each Obligor shall deliver to the Receivables Purchaser written evidence, satisfactory to the Receivables Purchaser, that Connections which relate to Approved Debts have been procured in accordance with a Network Agreement, including:

(i)                                     any information that the Receivables Purchaser may require from EPOS;

(ii)                                  a copy of any documentation provided to or signed by an End User;

(iii)                               any Invoice; and

(iv)                              the aggregate value of the immediately preceding Month’s ACP liabilities.

(b)                                 Promptly upon becoming aware of any other information which could materially affect the Receivables Purchaser’s right, title or interest in the Debts or the Receivables Purchaser’s ability to collect Debts in full:

(i)                                     CPW shall provide such information to the Receivables Purchaser; or

(ii)                                  subject to clause 37.1 (Duties to Relevant Third Parties), if CPW is unable to provide such information, CPW shall inform the Receivables Purchaser accordingly.