Warwick Fin No.3 plc - Statement re Notice to Noteholders

NOTICE IS HEREBY GIVEN that in order to enable the Migration to occur, the Issuer and the other Transaction Parties have agreed to enter into certain additional documents, including but not limited to:

(a)        a deed of amendment and restatement to implement certain amendments to the Master Definitions and Construction Schedule, the Cash Management Agreement, the Replacement Cash Management Agreement and the Mortgage Sale Agreement;

(b)        a supplemental deed of charge, in respect of (i) the inclusion of Topaz as a Secured Creditor and to be bound by the terms of the Deed of Charge, (ii) amendments to the Post- Acceleration Priority of Payments (to include an additional limb which will rank lower than all amounts due to Noteholders), and (iii) other required amendments to reflect the inclusion of Topaz within the Supplemental Deed of Charge;

(c)        the entry into a new servicing and legal title holder deed (the Servicing and LTH Deed) in respect of the Mortgage Loans and a new collection account declaration of trust with Topaz;

(d)        a deed of indemnity provided by the Co-Operative Bank p.l.c. pursuant to which it will stand behind certain indemnities provided by the Legal Title Holders in the Securitisation for the benefit of the Issuer;

(e)        a deed of covenant executed by the Issuer in favour of the Co-Operative Bank p.l.c., which confirms (i) the Issuer will comply (or will procure that its servicer will comply) with Applicable Laws and (ii) setting out how historic complaints will be dealt with after the transfer of legal title and by which entity;

(f)        an accession undertaking executed by the Issuer, Topaz and the Security Trustee in relation to the Deed of Charge;

(g)        a complaints handling deed executed by the Security Trustee, Western Mortgage Services Limited and the Issuer, among others, detailing the procedure as to how complaints brought by a Borrower will be dealt with;

(h)        a Scottish deed of assumption and resignation regarding provisions for Topaz to be the new Legal Title Holder and the resignation of the Legal Title Holders; and

(i)         a deed of guarantee from Capita PLC to the Issuer and the Security Trustee with regards to the Servicer's surviving liabilities after legal title is transferred from the Legal Title Holders to Topaz.

NOTICE IS ALSO HEREBY GIVEN to the holders of the Notes that, in such context, the Issuer and other Transaction Parties have also agreed to (i) release and discharge the Servicer, Homeloan Management Limited (the Back-Up Servicer) and the Legal Title Holders (for the avoidance of doubt, The Co-Op Bank is only discharged in respect of its role as a Legal Title Holder) from the Transaction Documents and (ii) terminate certain Transaction Documents, including but not limited to the Servicing Agreement, the Collection Account Declaration of Trust, the back-up servicing agreement entered into by, inter alios, the Back-Up Servicer, the Servicer and the Issuer on or about the Closing Date and relevant powers of attorney granted under these documents, by way of a deed of release and termination.