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Independent Accountant’s Report on Applying Asset Agreed Upon Procedures

The Board of Directors of

NewDay Partnership Funding 2020-1 PLC

35 Great St. Helen's

London

EC3A 6AP

United Kingdom

(the “Issuer”)

The Board of Directors of

NewDay Ltd

7 Handyside Street

London

N1C 4DA

United Kingdom

(the “Originator”)

NewDay Cards Ltd

7 Handyside Street

London

N1C 4DA

(“NewDay Cards”, and together with BAML, the “Co-Arrangers”)

Merrill Lynch International

2 King Edward Street
London
EC1A 1HQ

(“BAML”)

Citigroup Global Markets Limited

Citigroup Centre

Canada Square, Canary Wharf

London

E14 5LB

(“Citi”)

HSBC Bank PLC

8 Canada Square

London

E14 5HQ

(“HSBC”)

HSBC Securities (USA) Inc.

452 Fifth Avenue

New York

10018

(“HSBC USA”)

SMBC Nikko Capital Markets Limited

One New Change

London

EC4M 9AF

(“SMBC”, and together with BAML, Citi, HSBC and HSBC USA, the “Joint Lead Managers”)

and the other Managers (as defined in Appendix 1 of the Engagement Letter)

Deloitte LLP is a limited liability partnership registered in England and Wales with registered number OC303675 and its registered office at 1 New Street Square, London, EC4A 3HQ, United Kingdom.

Deloitte LLP is the United Kingdom affiliate of Deloitte NSE LLP, a member firm of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”). DTTL and each of its member firms are legally separate and independent entities. DTTL and Deloitte NSE LLP do not provide services to clients. Please see www.deloitte.com/about to learn more about our global network of member firms.

5 March 2020

PROPOSED ISSUE BY NEWDAY PARTNERSHIP FUNDING 2020-1 PLC OF CREDIT CARD RECEIVABLES-BACKED FLOATING AND/OR FIXED RATE NOTES (the “Issue”)

Dear Sirs and Madams

We have performed the procedures enumerated below on certain loans (the “Loan Pool”), which were agreed to by the Issuer, the Originator, the Co-Arrangers, the Joint Lead Managers and the Managers (as defined in Appendix 1 of the Engagement Letter). The procedures were performed solely to assist you in evaluating the validity of certain characteristics of the Loan Pool. This agreed upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of the Issuer, the Originator, the Co-Arrangers, the Joint Lead Managers and the Managers. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose.

This report (the “Asset Agreed Upon Procedures Report”) is addressed to the Board of Directors of the Issuer, the Board of Directors of the Originator, the Co-Arrangers, the Joint Lead Managers and the Managers identified in Appendix 1 of the Engagement Letter who have agreed to participate in the proposed Issue.

These procedures were established with the Issuer, the Originator, the Co-Arrangers, the Joint Lead Managers and the Managers and the sufficiency of the procedures as described below is solely the responsibility of the Issuer, the Originator, the Co-Arrangers, the Joint Lead Managers and the Managers.

The procedures that we performed and our findings are as follows:

1.	Scope of our work and factual findings

The procedures performed were as defined in Appendix 4 of the Engagement Letter (the “Agreed Upon Procedures”).

The Originator informed us that the “First Pool Run” contained a total of 3,501,388 accounts for each credit card loan in the Loan Pool as at 31 October 2019 (the “cut-off date”).

A random sample of 459 credit card loans was selected from the First Pool Run using the sampling approach below (the “Sample”).

The Originator then provided us with a data file ‘CB2020_Sample_Deloitte.xlsb’ containing information for each loan in the Sample (the “Sample Pool”) as at the cut-off date.

We have carried out the Agreed Upon Procedures on the Sample Pool during the period 6 to 12 December 2019.

The sampling approach

Sampling confidence is the probability that the actual errors, within a total population, are contained within the range of an estimate. Precision is the range of that estimate. The precision limit is the estimated maximum predicted number of errors within the total population. Sampling confidence and precision are stated in percentages.

Attribute sampling is a method of assessing the rate of occurrences of a specified attribute in a population and requires agreed upon procedures in relation to certain characteristics of a random sample of individual loans. In this case the Agreed Upon Procedures related to the documentation and procedures that support the Sample Pool contained in the First Pool Run.

Our method of calculating attribute sample sizes is based on the binomial probability distribution.

Statistical tests can only provide estimates of the error.

The procedures we have undertaken, set out in paragraphs 2.1 to 2.10 under the agreed upon procedures sections below, have been limited to confirming that the selected attribute from the First Pool Run information relating to the Sample Pool agreed to the original loan documentation or copies thereof provided to us in the loan file. We are entitled to assume that the loan documentation is correct and we have not sought to independently verify this information. The loan documentation used in these Agreed

Upon Procedures was the Credit Agreement, Experian screenshot and Vision, the primary system of record (the “System”).

Objectives

On the assumption that the information in the First Pool Run is a complete and accurate representation of the Loan Pool, the sample sizes chosen were designed with the objective of us being able to state that we are 99% confident that not more than 1% of the population of the First Pool Run contained an error in the relevant attribute. Where errors were found in the Sample Pool, we have re-calculated the percentage errors that there might be in the First Pool Run and noted the revised percentage below. It is for you to ensure you understand this basis of reporting and to determine whether the errors are acceptable to you and for the purposes of the Issue.

2.	Pool agreed upon procedures – credit card portfolio

For each loan in the Sample Pool we carried out the following agreed upon procedures and have given a confidence and precision percentage for each procedure.

For the purposes of this report, the failure of a single attribute is termed an error.

2.1.

Borrower Name

2.1.1.

For each loan in the Sample Pool, we compared whether the primary cardholder’s full name shown in the Sample Pool substantially agreed to the primary cardholder’s full name on the Credit Agreement, or if not available or different, on the Experian screenshot. Substantially agreed is defined as being able to identify the name where minor spelling errors or reversals of initials had occurred. We found that the primary cardholder’s full name substantially agreed to the Credit Agreement, or if not available or different, on the Experian screenshot, with no exception.

As a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.

2.1.2.

For each loan in the Sample Pool, we compared whether the primary cardholder’s full name shown in the Sample Pool substantially agreed to the primary cardholder’s full name on the System. Substantially agreed is defined as being able to identify the name where minor spelling errors or reversals of initials had occurred. We found that the primary cardholder’s full name substantially agreed to the System, with no exception.

As a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.

2.2.

Postcode

2.2.1.

For each loan in the Sample Pool, we compared whether the primary cardholder’s postcode shown in the Sample Pool agreed to the postcode on the System. We found that the primary cardholder’s postcode agreed to the System, with no exception.

As a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.

2.2.2.

For each loan in the Sample Pool, we compared whether the primary cardholder’s postcode shown in the Sample Pool agreed to the postcode on the Credit Agreement. If the postcode on the Credit Agreement was not available or different, we agreed it to the Experian screenshot or address change details within the System. We found that the primary cardholder’s postcode agreed as above, with no exception.

As a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.

2.3.	Aged over 18

2.3.1.

For each loan in the Sample Pool, we compared whether the primary cardholder’s current age was greater than 18 years old on the account opened date by calculating the variance between the date of birth shown on the Credit Agreement or Experian screenshot and the account opened date. We

	found that the primary cardholder was aged over 18 years of age on the account opened date, with no exception. As a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.
2.3.2.	For each loan in the Sample Pool, we compared whether the primary cardholder’s current age was greater than 18 years old on the account opened date, by calculating the variance between the date of birth shown on the System and the account opened date. We found that the primary cardholder was aged over 18 years of age on the account opened date, with no exception. As a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.
2.4.	Account Number For each loan in the Sample Pool, we compared whether the account number shown in the Sample Pool agreed to the account number on the System. We found that the account number agreed to the System, with no exception. As a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.

2.5.

Account Opened Date

For each loan in the Sample Pool, we compared whether the account opened date shown in the Sample Pool agreed to the account opened date on the System. We found that the account opened date agreed to the System, with no exception.

As a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.

2.6.

Purchase Interest Rate

For each loan in the Sample Pool, we compared whether the primary cardholder’s card purchase interest rate shown in the Sample Pool agreed to the purchase interest rate on the System, to within 0.055%. We found that the primary cardholder’s card purchase interest rate agreed to the System, to within 0.055%, except for three cases.

	DT Ref	Description of exception
	DT235	Sample Pool: 24.00%; System: 24.90%
	DT314	Sample Pool: 24.00%; System: 24.90%
	DT401	Sample Pool: 24.00%; System: 24.90%

As a result of the procedures performed there is a 99% confidence that not more than 3% of the First Pool Run contained errors.

2.7.

Credit Limit

For each loan in the Sample Pool, we compared whether the primary cardholder’s credit limit shown in the Sample Pool agreed to the latest credit limit on the System, rounded to within £1. We found that the primary cardholder’s credit limit agreed to the System, rounded to within £1, with no exception.

As a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.

2.8.	Balance For each loan in the Sample Pool, we compared whether the card balance as at the cut-off date shown in the Sample Pool agreed to the current balance shown on the System. We found that the card balance as at the cut-off date agreed to the System, with no exception.

As a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.

2.9.

Arrears

For each loan in the Sample Pool, we compared whether the number of cycles in arrears as at the cut-off date shown in the Sample Pool agreed to the number of cycles in arrears on the System. We found that the number of cycles in arrears as at cut-off date agreed to the System, with no exception.

As a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.

2.10.

Brand

For each loan in the Sample Pool, we compared whether the brand shown in the Sample Pool, (Amazon, Debenhams or Arcadia) agreed to the brand on the System. We found that the brand agreed to the System, with no exception.

As a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.

3.	Scope of our Asset Agreed Upon Procedures Report

The scope of our work in preparing this Asset Agreed Upon Procedures Report was limited solely to those procedures set out above. We were not engaged to and did not conduct an audit the objective of which would be the expression of an opinion on the matters subject to the procedures described above. Accordingly we do not express any opinion or overall conclusion on the procedures we have performed. You are responsible for determining whether the scope of our work specified is sufficient for your purposes and we make no representation regarding the sufficiency of these procedures for your purposes. If we were to perform additional procedures, other matters might come to our attention that would be reported to you.

This Asset Agreed Upon Procedures Report should not be taken to supplant any other enquiries and procedures that may be necessary to satisfy the requirements of the recipients of this Asset Agreed Upon Procedures Report.

This Asset Agreed Upon Procedures Report has been prepared for use in connection with the offering of securities inside of the United States and in accordance with United States attestation standards established by the American Institute of Certified Public Accountants and not in accordance with United Kingdom or other professional standards. This Asset Agreed Upon Procedures Report is only intended to be relied on in connection with any obligations or responsibilities in connection with the Issue that you may have under any legislation, regulations and/or rule of law under United States federal or state securities law. We accept no responsibility to, and deny any liability to, any person or in any way arising from or in connection with the use of this Asset Agreed Upon Procedures Report in connection with any offering of securities outside the United States.

4.	Use of this Asset Agreed Upon Procedures Report

Subject to the terms specified in in our Engagement Letter dated 12 February 2020, this Asset Agreed Upon Procedures Report is provided solely for the private information and use of the Issuer, the Originator, the Co-Arrangers, the Joint Lead Managers and the Managers and is not intended to be and should not be used by anyone other than the Issuer, the Originator, the Co-Arrangers, the Joint Lead Managers and the Managers. This Agreed Upon Procedures Report should not be included in any publicly filed or publicly available document nor should this Agreed Upon Procedure Report, the services performed hereunder, or Deloitte’s engagement hereunder be referred to in any publicly filed or publicly available document, in each case, except under the terms specified in our Engagement Letter. For the avoidance of doubt, the Co-Arrangers, the Joint Lead Managers and the Managers are being provided with the Asset Agreed Upon Procedures Report in their capacity as addressees and not the engaging party.

Yours truly,

Deloitte LLP