Common use of The Accounts Clause in Contracts

The Accounts. (a) The Issuer agrees to establish and maintain the Trust Accounts at the Custodian according to Section 8.2 of the Indenture and the applicable Indenture Supplement. The Custodian further agrees that (i) each Trust Account is and shall at all times be maintained by the Custodian as a Securities Account in the Custodian’s trust department, (ii) the Custodian is acting and will act as a Securities Intermediary with respect to such Trust Account, and (iii) all of the Property accredited to such Trust Account shall be treated as Financial Assets. (b) The Issuer acknowledges its responsibility as a principal for all of its obligations to the Custodian arising under or in connection with this Agreement, warrants its authority to deposit in the Accounts any Property received therefor by the Custodian and to give Instructions relative thereto. The Issuer further agrees that the Custodian shall not be subject to, nor shall its rights and obligations under this Agreement or with respect to the Accounts be affected by, any agreement between the Issuer and any other person, except as otherwise provided in this Agreement or unless otherwise agreed by Issuer and Custodian. If any Securities are held in a Securities System, as defined in Section 5 of this Agreement, the Custodian may deliver securities of the same class, issuer and amount in place of those deposited in the applicable Account. (c) The Custodian shall hold and keep safe as custodian for the Accounts, on behalf of the Issuer, all Property in each Account. The crediting of Property to the Accounts shall result in Security Entitlements to such Property in favor of the Issuer, subject to the security interest of the Indenture Trustee as a secured party. (d) All transactions involving the Property shall be executed or settled solely in accordance with Instructions, except that until the Custodian receives Instructions to the contrary, the Custodian will: (i) collect all interest and dividends and all other income and payments, whether paid in cash or in kind, on the Property, as the same become payable and credit the same to the applicable Account; (ii) present for payment all Securities held in an Account which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation to the extent that the Custodian is actually aware based on notices received of such opportunities and hold the cash received in such Account pursuant to this Agreement;

The Accounts. (a) 4.1 The Issuer agrees to establish and maintain the Trust Accounts at the Custodian according to Section 8.2 Account Bank shall comply with any Instruction of the Indenture and the applicable Indenture Supplement. The Custodian further agrees that (i) each Trust Account is and shall at all times be maintained by the Custodian as a Securities Account in the Custodian’s trust department, (ii) the Custodian is acting and will act as a Securities Intermediary with respect to such Trust Account, and (iii) all of the Property accredited to such Trust Account shall be treated as Financial Assets. (b) The Issuer acknowledges its responsibility as a principal for all of its obligations to the Custodian arising under or in connection with this Agreement, warrants its authority to deposit in the Accounts any Property received therefor by the Custodian and to give Instructions relative thereto. The Issuer further agrees that the Custodian shall not be subject to, nor shall its rights and obligations under this Agreement or with respect to the Accounts be affected by, any agreement between the Issuer and any other person, except as otherwise provided in this Agreement or unless otherwise agreed by Issuer and Custodian. If any Securities are held in a Securities System, as defined in Section 5 of this Agreement, the Custodian may deliver securities of the same class, issuer and amount in place of those deposited in the applicable Account. (c) The Custodian shall hold and keep safe as custodian for the Accounts, Cash Manager on behalf of the Issuer, all Property in each Account. The crediting of Property Issuer to the Accounts shall result in Security Entitlements to debit any Account provided that such Property in favor of the Issuer, subject to the security interest of the Indenture Trustee as a secured party.Instruction: (da) All transactions involving the Property shall be executed or settled solely in accordance with Instructions, except that until the Custodian receives Instructions to the contrary, the Custodian willis given: (i) collect all interest where the Issuer is able to give such Instruction by HSBCnet, in accordance with the standard practices, policies and dividends and all other income and payments, whether paid in cash or in kind, on the Property, as the same become payable and credit the same procedures for HSBCnet most recently notified to the applicable Account;Issuer as at the date of such Instruction; or (ii) present where, for payment all Securities held whatever reason, the Issuer is not able to give such Instruction by HSBCnet, by submitting a Payment Instruction to the Issuer Account Bank by fax in accordance with paragraph 19.1.3 (Communications in writing) of the Common Terms; or (b) is to pay, release, transfer, liquidate or otherwise deal with any Account in accordance with the terms of an order, judgment, award, decision or decree of a court of competent jurisdiction determining the entitlement of the Issuer to amounts standing to the credit of any Account. Notwithstanding the provisions of this Clause 4.1, amounts shall only be withdrawn from an Account which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation to the extent that such withdrawal does not cause such Account to become overdrawn and furthermore credits shall only be made to an Account when the Custodian is actually aware based on notices Issuer Account Bank shall have received of such opportunities cleared funds. 4.2 The Issuer acknowledges and hold agrees that: (a) the cash Issuer Account Bank may rely conclusively and act upon any Instructions received in accordance with Clause 4.1 or otherwise as agreed by all of the Parties and, if it acts in good faith on such Instructions, such Instructions shall be binding on the Issuer and the Issuer Account Bank shall not be liable for so acting; (b) the Issuer Account Bank is not responsible for any errors or omissions in any Instruction made by the Issuer or resulting from fraud or the duplication of any Instruction by the Issuer; (c) notwithstanding any other provision hereof, the Issuer Account Bank shall have the right: (i) to refuse to act on any Instruction where it reasonably doubts its contents, authorisation, origination or compliance with this Agreement and will promptly notify the Issuer and the Cash Manager of its decision; and (ii) prior to acting upon any Instruction received in accordance with Clause 4.1(a)(ii), to validate the authenticity of any such Instruction by telephoning a Call-back Contact; (d) the Issuer Account Bank may rely upon the confirmations or responses of anyone purporting to be the Call-back Contact in answering the telephone call- back of the Issuer Account Bank and it shall assume all risks and losses (if any) resulting from such confirmations or responses; (e) if the Issuer informs the Issuer Account Bank that it wishes to recall, cancel or amend an Instruction (an "Amendment Instruction"), the Issuer Account Bank will use reasonable efforts to comply with such Amendment Instruction, to the extent it is practicable to do so, before the release or transfer of any funds from, or other dealing with, the Accounts. Subject to Clause 4.2(c)(i), any Amendment Instruction acted upon by the Issuer Account Bank shall be binding on the Issuer; and (f) it is fully aware of and agrees to accept the risks of error, security and privacy issues and fraudulent activities associated with transmitting Instructions through facsimile or any other means requiring manual intervention. 4.3 The Issuer Account Bank agrees that if instructed pursuant to Clause 4.1 to make any payment, and provided that such instruction is given by the Issuer in sufficient time to allow the Issuer Account Bank to transfer amounts on such date, it will do so prior to close of business on the Business Day on which such direction is received (or such other Business Day as the direction may require) and for value that day (and for these purposes, the deemed receipt provisions set out in paragraph 19.2 (Time of receipt) of the Common Terms shall not apply), provided that if any direction is received by the Issuer Account Bank later than the cut-off time indicated in the table below, the Issuer Account Bank shall make such payment at the commencement of business on the following Business Day for value that day: Type of Transfer Payment Instruction 12:00 noon Business Day on any 12:00 noon Business Day on any 4.4 The Issuer Account Bank shall be under no obligation to debit any amounts from any Account if it is prohibited from doing so by a Requirement of Law or prohibited from doing so by the terms of any order, judgment, award, decision or decree made by a court or tribunal of competent jurisdiction. 4.5 The Issuer agrees that the Issuer Account Bank has no responsibility whatsoever to ensure that amounts are deposited into the Accounts and shall have no obligation under this Agreement;Agreement for any amounts other than those amounts which from time to time are in fact deposited and credited to the Accounts. 4.6 The charges of the Issuer Account Bank (if any) for the operation of the Accounts shall not be debited to any Account but shall be payable by the Issuer (by utilising funds received by it as holder of the Series 2015-1 Loan Notes in accordance with the relevant priorities of payments set out in the Series 2015-1 Loan Note Supplement and applying such funds for such purpose in accordance with the relevant priorities of payments set out in the Note Conditions) within 50 days of receipt of a written invoice and shall be charged by the Issuer Account Bank to the Issuer as per the Issuer Account Bank's standard practices, policies and procedures and at a rate separately agreed with the Issuer. The Issuer Account Bank hereby acknowledges that it will have no recourse against any funds standing to the credit of any Account or against any Party other than the Issuer in respect of the said charges. 4.7 The Accounts will bear interest as agreed with the Issuer Account Bank from time to time, subject to a minimum of zero, which will be credited to the Accounts in accordance with the Issuer Account Bank's standard practices, policies and procedures. Where interest which has accrued but not yet been credited to the Accounts is required to be released in accordance with an Instruction delivered under Clause 4.1, such interest shall be paid to the account specified in such Instruction within five Business Days of the payment date specified in such Instruction.

The Accounts. Instructions from Trust Property Cash Manager and Issuer Cash Manager to the Second Transaction Account Bank (a) The Subject to Clause 3.6 (No Negative Balance), paragraph (a) of Clause 8.2 (Second Issuer agrees to establish Account Bank Indemnities), paragraph (a) of Clause 8.3 (Second Mortgages Trustee Account Bank Indemnities) and maintain Clause 8.4 (Consequences of an Enforcement Notice), the Second Mortgages Trustee Account Bank shall comply with any direction of the Trust Accounts at Property Cash Manager and the Custodian according to Section 8.2 Second Issuer Account Bank shall comply with any direction of the Indenture and the applicable Indenture Supplement. The Custodian further agrees that (i) each Trust Account is and shall at all times be maintained by the Custodian as Issuer Cash Manager to effect a Securities Account payment by, in the Custodian’s trust departmentcase of the Second Issuer Account Bank, (ii) debiting the Custodian is acting and will act as a Securities Intermediary with respect to such Trust Second Issuer Transaction Account and, in the case of the Second Mortgages Trustee Account Bank, debiting the Second Mortgages Trustee Transaction Account, provided that, such direction from the Trust Property Cash Manager or the Issuer Cash Manager, as the case may be, complies with the relevant Account Mandate and (iii) all this Agreement, provided further that, such direction is legal and passes the reasonable checks carried out as part of the Property accredited to such Trust proper operation of the Second Transaction Account shall be treated as Financial AssetsBank’s payment processing system. (b) The Subject to paragraph (a) of Clause 8.2 (Second Issuer acknowledges its responsibility Account Bank Indemnities) and paragraph (a) of Clause 8.3 (Second Mortgages Trustee Account Bank Indemnities), the Second Transaction Account Bank shall be entitled to rely on any direction if such direction (i) is in writing or is given by the internet banking service or electronic banking service (including SWIFT or signed pdf instruction sent securely) provided by the Second Transaction Account Bank and (ii) otherwise complies with as a principal for all of its obligations to appropriate, the Custodian arising under Issuer Transaction Account Mandate or the Mortgages Trustee Transaction Account Mandate or in connection with this Agreement, warrants its authority to deposit in the Accounts any Property received therefor by the Custodian and to give Instructions relative thereto. The Issuer further agrees that the Custodian shall not be subject to, nor shall its rights and obligations under this Agreement or with respect to the Accounts be affected by, any agreement between the Issuer and any other person, except as otherwise provided in this Agreement or unless otherwise agreed by Issuer and Custodian. If any Securities are held in a Securities System, as defined in Section 5 case of this Agreementan Electronic Instruction, the Custodian may deliver securities relevant procedures of the same class, issuer and amount in place of those deposited in the Second Transaction Account Bank applicable Accountfrom time to time (such direction shall constitute an irrevocable instruction). (c) The Custodian For the avoidance of doubt, the Trust Property Cash Manager and the Issuer Cash Manager shall hold give all directions through Electronic Instruction, or in any other manner as agreed between the Cash Managers and keep safe as custodian for the Accounts, on behalf of the Issuer, all Property in each Account. The crediting of Property Second Transaction Account Bank from time to the Accounts shall result in Security Entitlements to such Property in favor of the Issuer, subject to the security interest of the Indenture Trustee as a secured partytime. (d) All transactions involving If the Second Mortgages Trustee Account Bank refuses to comply with any direction it shall notify the Mortgages Trustee in writing and give the reasons for refusing to take such action or make such payment, unless there is a requirement not to give such notification by law or order of any court or pursuant to any direction or requirement of any central bank or any governmental or other regulatory authority. (e) If the Second Issuer Account Bank refuses to comply with any direction it shall notify the Issuer in writing and give the reasons for refusing to take action or make such payment, unless there is a requirement not to give such notification by law or order of any court or pursuant to any direction or requirement of any central bank or any governmental or other regulatory authority. (f) The Mortgages Trustee unconditionally agrees to the use of any form of telephonic or electronic monitoring or recording by the Second Mortgages Trustee Account Bank according to the Second Mortgages Trustee Account Bank’s standard operating procedures or as the Second Mortgages Trustee Account Bank deems appropriate for security and service purposes. Such recording of discussion between the Mortgages Trustee and the Second Mortgages Trustee Account Bank (or Trust Property Cash Manager on its behalf), or a transcript thereof, shall be executed or settled solely in accordance with Instructions, except that until the Custodian receives Instructions provided to the contrary, Mortgages Trustee by the Custodian will:Second Mortgages Trustee Account Bank if reasonably requested in relation to any proceedings brought in connection with this Agreement and may be used by any party as evidence in such proceedings. (ig) collect all interest and dividends and all other income and payments, whether paid in cash The Issuer unconditionally agrees to the use of any form of telephonic or in kind, on electronic monitoring or recording by the Property, Second Issuer Account Bank according to the Second Issuer Account Bank’s standard operating procedures or as the same become payable Second Issuer Account Bank deems appropriate for security and credit service purposes. Such recording of discussion between the same Issuer and the Second Issuer Account Bank (or Issuer Cash Manager on its behalf), or a transcript thereof, shall be provided to the applicable Account; (ii) present for payment all Securities held Issuer by the Second Issuer Account Bank if reasonably requested in an Account which are called, redeemed or retired or otherwise become payable relation to any proceedings brought in connection with this Agreement and all coupons and other income items which call for payment upon presentation to the extent that the Custodian is actually aware based on notices received of such opportunities and hold the cash received may be used by any party as evidence in such Account pursuant to this Agreement;proceedings.

The Accounts. (aA) The Issuer agrees No matter shall be the subject of a claim under the Warranties (other than the Tax Warranties, to establish and maintain which the Trust Accounts at the Custodian according to Section 8.2 provisions of Clause 3 of the Indenture and Tax Covenant shall apply) to the applicable Indenture Supplement. The Custodian further agrees extent that (i) each Trust Account is and allowance, provision or reserve in respect of such matter shall at all times be maintained by the Custodian as a Securities Account have been made in the Custodian’s trust department, (ii) debtors in the Custodian is acting and will act as a Securities Intermediary with respect to such Trust Account, and (iii) all Accounts or shall have been otherwise taken account of or reflected in the Property accredited to such Trust Account shall be treated as Financial AssetsAccounts. (bB) The Issuer acknowledges its responsibility as a principal for all Notwithstanding sub-paragraph (A), if at any time after Completion the amount of its obligations to the Custodian arising under any allowance, provision or in connection with this Agreement, warrants its authority to deposit reserve made in the Accounts any Property received therefor by or otherwise taken account of or reflected therein is found to be in excess of the Custodian and to give Instructions relative thereto. The Issuer further agrees that the Custodian shall not be subject tomatter for which such allowance, nor shall its rights and obligations under this Agreement provision or with respect to the Accounts be affected by, any agreement between the Issuer and any other person, except as otherwise provided in this Agreement or unless otherwise agreed by Issuer and Custodian. If any Securities are held in a Securities System, as defined in Section 5 of this Agreementreserve was made, the Custodian may deliver securities amount of such excess (the same class, issuer and amount in place of those deposited "Excess Amount") shall be applied in the applicable Account. (c) The Custodian shall hold and keep safe as custodian for the Accounts, on behalf of the Issuer, all Property in each Account. The crediting of Property to the Accounts shall result in Security Entitlements to such Property in favor of the Issuer, subject to the security interest of the Indenture Trustee as a secured party. (d) All transactions involving the Property shall be executed or settled solely in accordance with Instructions, except that until the Custodian receives Instructions to the contrary, the Custodian will:following manner:- (i) collect all interest and dividends and all other income and paymentsif the Seller shall, whether paid in cash or in kind, on the Property, as the same become payable and credit the same prior to the applicable Account;date on which the Excess Amount is ascertained, have made any payment or payments in respect of the Warranties then the Purchaser shall forthwith repay to the Seller a sum equal to such part of the Excess Amount as does not exceed the aggregate of such prior payments by the Seller as shall not have been previously refunded pursuant to this sub-clause; and (ii) present for payment all Securities held where sub-paragraph (B) (i) above does not apply or where such sub- paragraph does apply but there remains a balance of the Excess Amount after the application of that sub-paragraph, then the Excess Amount or the balance remaining, as the case may be, shall be applied in an Account reducing any liability of the Seller that may subsequently arise under the Warranties. (C) If any assets of any member of the Group which are calledrepresented in the Accounts and are therein ascribed a valuation are disposed of for a consideration which exceeds the said ascribed value in the Accounts, redeemed or retired or otherwise become payable and all coupons and other income items then the amount by which call for payment upon presentation such consideration exceeds the said ascribed valuation shall forthwith be applied towards repaying to the extent Seller any amounts which the Seller shall have previously paid in respect of any claims under the Warranties and, if any balance remains thereafter, in reducing any liability of the Seller that may subsequently arise under the Custodian Warranties. (D) If any liabilities of any member of the Group which are represented in the Accounts and are therein ascribed a valuation are settled or satisfied for a consideration which is actually aware based on notices received below the amount of the said valuation ascribed to them in the Accounts, then the amount by which such opportunities and hold valuation exceeds the cash received consideration given for the satisfaction of the said liabilities shall forthwith be applied towards repaying to the Seller any amounts which the Seller shall have previously paid in such Account pursuant to this Agreement;respect of any claims under the Warranties and, if any balance remains thereafter, in reducing any liability of the Seller that may subsequently arise under the Warranties.

The Accounts. Instructions from Trust Property Cash Manager and Issuer Cash Manager to the First Transaction Account Bank (a) The Subject to Clause 3.6 (No Negative Balance), paragraph (a) of Clause 8.2 (First Issuer agrees to establish Account Bank Indemnities), paragraph (a) of Clause 8.3 (First Mortgages Trustee Account Bank Indemnities) and maintain Clause 8.4 (Consequences of an Enforcement Notice), the First Mortgages Trustee Account Bank shall comply with any direction of the Trust Accounts at Property Cash Manager and the Custodian according to Section 8.2 First Issuer Account Bank shall comply with any direction of the Indenture and the applicable Indenture Supplement. The Custodian further agrees that (i) each Trust Account is and shall at all times be maintained by the Custodian as Issuer Cash Manager to effect a Securities Account payment by, in the Custodian’s trust departmentcase of the First Issuer Account Bank, (ii) debiting the Custodian is acting and will act as a Securities Intermediary with respect to such Trust First Issuer Transaction Account and, in the case of the First Mortgages Trustee Account Bank, debiting the First Mortgages Trustee Transaction Account, provided that, such direction from the Trust Property Cash Manager or the Issuer Cash Manager, as the case may be, complies with the relevant Account Mandate and, provided further that, such direction is legal and (iii) all passes the reasonable checks carried out as part of the Property accredited to such Trust proper operation of the First Transaction Account shall be treated as Financial AssetsBank’s payment processing system. (b) The Subject to paragraph (a) of Clause 8.2 (First Issuer acknowledges its responsibility Account Bank Indemnities) and paragraph (a) of Clause 8.3 (First Mortgages Trustee Account Bank Indemnities), the First Transaction Account Bank shall be entitled to rely on any direction if such direction (i) is in writing or is given by the internet banking service or electronic banking service (including SWIFT) provided by the First Transaction Account Bank and (ii) otherwise complies with as a principal for all of its obligations to appropriate, the Custodian arising under Issuer Transaction Account Mandate or the Mortgages Trustee Transaction Account Mandate or in connection with this Agreement, warrants its authority to deposit in the Accounts any Property received therefor by the Custodian and to give Instructions relative thereto. The Issuer further agrees that the Custodian shall not be subject to, nor shall its rights and obligations under this Agreement or with respect to the Accounts be affected by, any agreement between the Issuer and any other person, except as otherwise provided in this Agreement or unless otherwise agreed by Issuer and Custodian. If any Securities are held in a Securities System, as defined in Section 5 case of this Agreementan electronic instruction, the Custodian may deliver securities relevant procedures of the same class, issuer and amount in place of those deposited in the First Transaction Account Bank applicable Accountfrom time to time (such direction shall constitute an irrevocable instruction). (c) The Custodian For the avoidance of doubt, the Trust Property Cash Manager and the Issuer Cash Manager shall hold give all directions through the SWIFT network unless the SWIFT network is unavailable, whereupon it shall give directions as agreed between the Cash Managers and keep safe as custodian for the Accounts, on behalf of the Issuer, all Property in each Account. The crediting of Property First Transaction Account Bank from time to the Accounts shall result in Security Entitlements to such Property in favor of the Issuer, subject to the security interest of the Indenture Trustee as a secured partytime. (d) All transactions involving If the First Mortgages Trustee Account Bank refuses to comply with any direction it shall notify the Mortgages Trustee in writing and give the reasons for refusing to take such action or make such payment, unless there is a requirement not to give such notification by law or order of any court or pursuant to any direction or requirement of any central bank or any governmental or other regulatory authority. (e) If the First Issuer Account Bank refuses to comply with any direction it shall notify the Issuer in writing and give the reasons for refusing to take action or make such payment, unless there is a requirement not to give such notification by law or order of any court or pursuant to any direction or requirement of any central bank or any governmental or other regulatory authority. (f) The Mortgages Trustee unconditionally agrees to the use of any form of telephonic or electronic monitoring or recording by the First Mortgages Trustee Account Bank according to the First Mortgages Trustee Account Bank’s standard operating procedures or as the First Mortgages Trustee Account Bank deems appropriate for security and service purposes. Such recording of discussion between the Mortgages Trustee and the First Mortgages Trustee Account Bank (or Trust Property Cash Manager on its behalf), or a transcript thereof, shall be executed or settled solely in accordance with Instructions, except that until the Custodian receives Instructions provided to the contrary, Mortgages Trustee by the Custodian will:First Mortgages Trustee Account Bank if reasonably requested in relation to any proceedings brought in connection with this Agreement and may be used by any party as evidence in such proceedings. (ig) collect all interest and dividends and all other income and payments, whether paid in cash The Issuer unconditionally agrees to the use of any form of telephonic or in kind, on electronic monitoring or recording by the Property, First Issuer Account Bank according to the First Issuer Account Bank’s standard operating procedures or as the same become payable First Issuer Account Bank deems appropriate for security and credit service purposes. Such recording of discussion between the same Issuer and the First Issuer Account Bank (or Issuer Cash Manager on its behalf), or a transcript thereof, shall be provided to the applicable Account; (ii) present for payment all Securities held Issuer by the First Issuer Account Bank if reasonably requested in an Account which are called, redeemed or retired or otherwise become payable relation to any proceedings brought in connection with this Agreement and all coupons and other income items which call for payment upon presentation to the extent that the Custodian is actually aware based on notices received of such opportunities and hold the cash received may be used by any party as evidence in such Account pursuant to this Agreement;proceedings.

The Accounts. (a) 4.1 The Issuer agrees to establish and maintain the Trust Accounts at the Custodian according to Section 8.2 Account Bank shall comply with any Instruction of the Indenture and the applicable Indenture Supplement. The Custodian further agrees that (i) each Trust Account is and shall at all times be maintained by the Custodian as a Securities Account in the Custodian’s trust department, (ii) the Custodian is acting and will act as a Securities Intermediary with respect to such Trust Account, and (iii) all of the Property accredited to such Trust Account shall be treated as Financial Assets. (b) The Issuer acknowledges its responsibility as a principal for all of its obligations to the Custodian arising under or in connection with this Agreement, warrants its authority to deposit in the Accounts any Property received therefor by the Custodian and to give Instructions relative thereto. The Issuer further agrees that the Custodian shall not be subject to, nor shall its rights and obligations under this Agreement or with respect to the Accounts be affected by, any agreement between the Issuer and any other person, except as otherwise provided in this Agreement or unless otherwise agreed by Issuer and Custodian. If any Securities are held in a Securities System, as defined in Section 5 of this Agreement, the Custodian may deliver securities of the same class, issuer and amount in place of those deposited in the applicable Account. (c) The Custodian shall hold and keep safe as custodian for the Accounts, Cash Manager on behalf of the Issuer, all Property in each Account. The crediting of Property Issuer to the Accounts shall result in Security Entitlements to debit any Account provided that such Property in favor of the Issuer, subject to the security interest of the Indenture Trustee as a secured party.Instruction: (da) All transactions involving the Property shall be executed or settled solely in accordance with Instructions, except that until the Custodian receives Instructions to the contrary, the Custodian willis given: (i) collect all interest where the Issuer is able to give such Instruction by HSBCnet, in accordance with the standard practices, policies and dividends and all other income and payments, whether paid in cash or in kind, on the Property, as the same become payable and credit the same procedures for HSBCnet most recently notified to the applicable Account;Issuer as at the date of such Instruction; or (ii) present where, for payment all Securities held whatever reason, the Issuer is not able to give such Instruction by HSBCnet, by submitting a Payment Instruction to the Issuer Account Bank by fax in accordance with paragraph 19.1.3 (Communications in writing) of the Common Terms; or (b) is to pay, release, transfer, liquidate or otherwise deal with any Account in accordance with the terms of an order, judgment, award, decision or decree of a court of competent jurisdiction determining the entitlement of the Issuer to amounts standing to the credit of any Account. Notwithstanding the provisions of this Clause 4.1, amounts shall only be withdrawn from an Account which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation to the extent that such withdrawal does not cause such Account to become overdrawn and furthermore credits shall only be made to an Account when the Custodian is actually aware based on notices Issuer Account Bank shall have received of such opportunities cleared funds. 4.2 The Issuer acknowledges and hold agrees that: (a) the cash Issuer Account Bank may rely conclusively and act upon any Instructions received in accordance with Clause 4.1 or otherwise as agreed by all of the Parties and, if it acts in good faith on such Instructions, such Instructions shall be binding on the Issuer and the Issuer Account Bank shall not be liable for so acting; (b) the Issuer Account Bank is not responsible for any errors or omissions in any Instruction made by the Issuer or resulting from fraud or the duplication of any Instruction by the Issuer; (c) notwithstanding any other provision hereof, the Issuer Account Bank shall have the right: (i) to refuse to act on any Instruction where it reasonably doubts its contents, authorisation, origination or compliance with this Agreement and will promptly notify the Issuer and the Cash Manager of its decision; and (ii) prior to acting upon any Instruction received in accordance with Clause 4.1(a)(ii), to validate the authenticity of any such Instruction by telephoning a Call-back Contact; (d) the Issuer Account Bank may rely upon the confirmations or responses of anyone purporting to be the Call-back Contact in answering the telephone call- back of the Issuer Account Bank and it shall assume all risks and losses (if any) resulting from such confirmations or responses; (e) if the Issuer informs the Issuer Account Bank that it wishes to recall, cancel or amend an Instruction (an "Amendment Instruction"), the Issuer Account Bank will use reasonable efforts to comply with such Amendment Instruction, to the extent it is practicable to do so, before the release or transfer of any funds from, or other dealing with, the Accounts. Subject to Clause 4.2(c)(i), any Amendment Instruction acted upon by the Issuer Account Bank shall be binding on the Issuer; and (f) it is fully aware of and agrees to accept the risks of error, security and privacy issues and fraudulent activities associated with transmitting Instructions through facsimile or any other means requiring manual intervention. 4.3 The Issuer Account Bank agrees that if instructed pursuant to Clause 4.1 to make any payment, and provided that such instruction is given by the Issuer in sufficient time to allow the Issuer Account Bank to transfer amounts on such date, it will do so prior to close of business on the Business Day on which such direction is received (or such other Business Day as the direction may require) and for value that day (and for these purposes, the deemed receipt provisions set out in paragraph 19.2 (Time of receipt) of the Common Terms shall not apply), provided that if any direction is received by the Issuer Account Bank later than the cut-off time indicated in the table below, the Issuer Account Bank shall make such payment at the commencement of business on the following Business Day for value that day: Type of Transfer Payment Instruction 12:00 noon on any Business Day 12:00 noon on any Business Day 4.4 The Issuer Account Bank shall be under no obligation to debit any amounts from any Account if it is prohibited from doing so by a Requirement of Law or prohibited from doing so by the terms of any order, judgment, award, decision or decree made by a court or tribunal of competent jurisdiction. 4.5 The Issuer agrees that the Issuer Account Bank has no responsibility whatsoever to ensure that amounts are deposited into the Accounts and shall have no obligation under this Agreement;Agreement for any amounts other than those amounts which from time to time are in fact deposited and credited to the Accounts. 4.6 The charges of the Issuer Account Bank (if any) for the operation of the Accounts shall not be debited to any Account but shall be payable by the Issuer (by utilising funds received by it as holder of the Series 2015-2 Loan Notes in accordance with the relevant priorities of payments set out in the Series 2015-2 Loan Note Supplement and applying such funds for such purpose in accordance with the relevant priorities of payments set out in the Note Conditions) within 50 days of receipt of a written invoice and shall be charged by the Issuer Account Bank to the Issuer as per the Issuer Account Bank's standard practices, policies and procedures and at a rate separately agreed with the Issuer. The Issuer Account Bank hereby acknowledges that it will have no recourse against any funds standing to the credit of any Account or against any Party other than the Issuer in respect of the said charges. 4.7 The Accounts will bear interest as agreed with the Issuer Account Bank from time to time, subject to a minimum of zero, which will be credited to the Accounts in accordance with the Issuer Account Bank's standard practices, policies and procedures. Where interest which has accrued but not yet been credited to the Accounts is required to be released in accordance with an Instruction delivered under Clause 4.1, such interest shall be paid to the account specified in such Instruction within five Business Days of the payment date specified in such Instruction.

The Accounts. Instructions from Trust Property Cash Manager and Issuer Cash Manager to the First Transaction Account Bank (a) The Subject to Clause 3.6 (No Negative Balance), paragraph (a) of Clause 8.2 (First Issuer agrees to establish Account Bank Indemnities), paragraph (a) of Clause 8.3 (First Mortgages Trustee Account Bank Indemnities) and maintain Clause 8.4 (Consequences of an Enforcement Notice), the First Mortgages Trustee Account Bank shall comply with any direction of‌ the Trust Accounts at Property Cash Manager and the Custodian according to Section 8.2 First Issuer Account Bank shall comply with any direction of the Indenture and the applicable Indenture Supplement. The Custodian further agrees that (i) each Trust Account is and shall at all times be maintained by the Custodian as Issuer Cash Manager to effect a Securities Account payment by, in the Custodian’s trust departmentcase of the First Issuer Account Bank, (ii) debiting the Custodian is acting and will act as a Securities Intermediary with respect to such Trust First Issuer Transaction Account and, in the case of the First Mortgages Trustee Account Bank, debiting the First Mortgages Trustee Transaction Account, provided that, such direction from the Trust Property Cash Manager or the Issuer Cash Manager, as the case may be, complies with the relevant Account Mandate and, provided further that, such direction is legal and (iii) all passes the reasonable checks carried out as part of the Property accredited to such Trust proper operation of the First Transaction Account shall be treated as Financial AssetsBank’s payment processing system. (b) The Subject to paragraph (a) of Clause 8.2 (First Issuer acknowledges its responsibility Account Bank Indemnities) and paragraph (a) of Clause 8.3 (First Mortgages Trustee Account Bank Indemnities), the First Transaction Account Bank shall be entitled to rely on any direction if such direction (i) is in writing or is given by the internet banking service or electronic banking service (including SWIFT) provided by the First Transaction Account Bank and (ii) otherwise complies with as a principal for all of its obligations to appropriate, the Custodian arising under Issuer Transaction Account Mandate or the Mortgages Trustee Transaction Account Mandate or in connection with this Agreement, warrants its authority to deposit in the Accounts any Property received therefor by the Custodian and to give Instructions relative thereto. The Issuer further agrees that the Custodian shall not be subject to, nor shall its rights and obligations under this Agreement or with respect to the Accounts be affected by, any agreement between the Issuer and any other person, except as otherwise provided in this Agreement or unless otherwise agreed by Issuer and Custodian. If any Securities are held in a Securities System, as defined in Section 5 case of this Agreementan electronic instruction, the Custodian may deliver securities relevant procedures of the same class, issuer and amount in place of those deposited in the First Transaction Account Bank applicable Accountfrom time to time (such direction shall constitute an irrevocable instruction). (c) The Custodian For the avoidance of doubt, the Trust Property Cash Manager and the Issuer Cash Manager shall hold give all directions through the SWIFT network unless the SWIFT network is unavailable, whereupon it shall give directions as agreed between the Cash Managers and keep safe as custodian for the Accounts, on behalf of the Issuer, all Property in each Account. The crediting of Property First Transaction Account Bank from time to the Accounts shall result in Security Entitlements to such Property in favor of the Issuer, subject to the security interest of the Indenture Trustee as a secured partytime. (d) All transactions involving If the First Mortgages Trustee Account Bank refuses to comply with any direction it shall notify the Mortgages Trustee in writing and give the reasons for refusing to take such action or make such payment, unless there is a requirement not to give such notification by law or order of any court or pursuant to any direction or requirement of any central bank or any governmental or other regulatory authority. (e) If the First Issuer Account Bank refuses to comply with any direction it shall notify the Issuer in writing and give the reasons for refusing to take action or make such payment, unless there is a requirement not to give such notification by law or order of any court or pursuant to any direction or requirement of any central bank or any governmental or other regulatory authority. (f) The Mortgages Trustee unconditionally agrees to the use of any form of telephonic or electronic monitoring or recording by the First Mortgages Trustee Account Bank according to the First Mortgages Trustee Account Bank’s standard operating procedures or as the First Mortgages Trustee Account Bank deems appropriate for security and service purposes. Such recording of discussion between the Mortgages Trustee and the First Mortgages Trustee Account Bank (or Trust Property Cash Manager on its behalf), or a transcript thereof, shall be executed or settled solely in accordance with Instructions, except that until the Custodian receives Instructions provided to the contrary, Mortgages Trustee by the Custodian will:First Mortgages Trustee Account Bank if reasonably requested in relation to any proceedings brought in connection with this Agreement and may be used by any party as evidence in such proceedings. (ig) collect all interest and dividends and all other income and payments, whether paid in cash The Issuer unconditionally agrees to the use of any form of telephonic or in kind, on electronic monitoring or recording by the Property, First Issuer Account Bank according to the First Issuer Account Bank’s standard operating procedures or as the same become payable First Issuer Account Bank deems appropriate for security and credit service purposes. Such recording of discussion between the same Issuer and the First Issuer Account Bank (or Issuer Cash Manager on its behalf), or a transcript thereof, shall be provided to the applicable Account; (ii) present for payment all Securities held Issuer by the First Issuer Account Bank if reasonably requested in an Account which are called, redeemed or retired or otherwise become payable relation to any proceedings brought in connection with this Agreement and all coupons and other income items which call for payment upon presentation to the extent that the Custodian is actually aware based on notices received of such opportunities and hold the cash received may be used by any party as evidence in such Account pursuant to this Agreement;proceedings.

The Accounts. 4.1 The Issuer Account Bank shall comply with any Instruction of the Issuer to debit any Account provided that such Instruction: (a) The Issuer agrees to establish and maintain the Trust Accounts at the Custodian according to Section 8.2 of the Indenture and the applicable Indenture Supplement. The Custodian further agrees that (i) each Trust Account is and shall at all times be maintained by the Custodian as a Securities Account in the Custodian’s trust department, (ii) the Custodian is acting and will act as a Securities Intermediary with respect to such Trust Account, and (iii) all of the Property accredited to such Trust Account shall be treated as Financial Assets. (b) The Issuer acknowledges its responsibility as a principal for all of its obligations to the Custodian arising under or in connection with this Agreement, warrants its authority to deposit in the Accounts any Property received therefor by the Custodian and to give Instructions relative thereto. The Issuer further agrees that the Custodian shall not be subject to, nor shall its rights and obligations under this Agreement or with respect to the Accounts be affected by, any agreement between the Issuer and any other person, except as otherwise provided in this Agreement or unless otherwise agreed by Issuer and Custodian. If any Securities are held in a Securities System, as defined in Section 5 of this Agreement, the Custodian may deliver securities of the same class, issuer and amount in place of those deposited in the applicable Account. (c) The Custodian shall hold and keep safe as custodian for the Accounts, on behalf of the Issuer, all Property in each Account. The crediting of Property to the Accounts shall result in Security Entitlements to such Property in favor of the Issuer, subject to the security interest of the Indenture Trustee as a secured party. (d) All transactions involving the Property shall be executed or settled solely in accordance with Instructions, except that until the Custodian receives Instructions to the contrary, the Custodian willgiven: (i) collect all interest where the Issuer is able to give such Instruction by CitiDirect, in accordance with the standard practices, policies and dividends and all other income and payments, whether paid in cash or in kind, on the Property, as the same become payable and credit the same procedures for CitiDirect most recently notified to the applicable Account;Issuer as at the date of such Instruction; or (ii) present where, for payment all Securities held whatever reason, the Issuer is not able to give such Instruction by CitiDirect, by submitting a Payment Instruction to the Issuer Account Bank by fax in accordance with paragraph 19.1.3 (Communications in writing) of the Common Terms; or (b) is to pay, release, transfer, liquidate or otherwise deal with any Account in accordance with the terms of an order, judgment, award, decision or decree of a court of a competent jurisdiction determining the entitlement of the Issuer to amounts standing to the credit of any Account. Notwithstanding the provisions of this Clause 4.1, amounts shall only be withdrawn from an Account which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation to the extent that such withdrawal does not cause such Account to become overdrawn and furthermore credits shall only be made to an Account when the Custodian is actually aware based on notices Issuer Account Bank shall have received of such opportunities cleared funds. 4.2 The Issuer acknowledges and hold agrees that: (a) the cash Issuer Account Bank may rely conclusively and act upon any Instructions received in accordance with Clause 4.1 or otherwise as agreed by all of the Parties and, if it acts in good faith on such Instructions, such Instructions shall be binding on the Issuer and the Issuer Account Bank shall not be liable for so acting; (b) the Issuer Account Bank is not responsible for any errors or omissions in any Instruction made by the Issuer or resulting from fraud or the duplication of any Instruction by the Issuer; (c) notwithstanding any other provision hereof, the Issuer Account Bank shall have the right: (i) to refuse to act on any Instruction where it reasonably doubts its contents, authorisation, origination or compliance with this Agreement and will promptly notify the Issuer and the Cash Manager of its decision; and (ii) prior to acting upon any Instruction received in accordance with Clause 4.1(a)(ii), to validate the authenticity of any such Instruction by telephoning a Call-back Contact; (d) the Issuer Account Bank may rely upon the confirmations or responses of anyone purporting to be the Call-back Contact in answering the telephone call-back of the Issuer Account Bank and it shall assume all risks and losses (if any) resulting from such confirmations or responses; (e) if the Issuer informs the Issuer Account Bank that it wishes to recall, cancel or amend an Instruction (an "Amendment Instruction"), the Issuer Account Bank will use reasonable efforts to comply with such Amendment Instruction, to the extent it is practicable to do so, before the release or transfer of any funds from, or other dealing with, the Accounts. Subject to Clause 4.2(c)(i), any Amendment Instruction acted upon by the Issuer Account Bank shall be binding on the Issuer; and (f) it is fully aware of and agrees to accept the risks of error, security and privacy issues and fraudulent activities associated with transmitting Instructions through facsimile or any other means requiring manual intervention. 4.3 The Issuer Account Bank agrees that if instructed pursuant to Clause 4.1 to make any payment, and provided that such instruction is given by the Issuer in sufficient time to allow the Issuer Account Bank to transfer amounts on such date, it will do so prior to close of business on the Business Day on which such direction is received (or such other Business Day as the direction may require) and for value that day (and for these purposes, the deemed receipt provisions set out in paragraph 19.2 (Time of receipt) of the Common Terms shall not apply), provided that if any direction is received by the Issuer Account Bank later than the cut-off time indicated in the table below, the Issuer Account Bank shall make such payment at the commencement of business on the following Business Day for value that day: Type of Transfer CitiDirect 2:30 p.m. on any Business Day 2:30 p.m. on any Business Day Payment Instruction 1:00 p.m. on any Business Day 12:00 noon on any Business Day 4.4 The Issuer Account Bank shall be under no obligation to debit any amounts from any Account if it is prohibited from doing so by a Requirement of Law or prohibited from doing so by the terms of any order, judgment, award, decision or decree made by court or tribunal of a competent jurisdiction. 4.5 The Issuer agrees that the Issuer Account Bank has no responsibility whatsoever to ensure that amounts are deposited into the Accounts and shall have no obligation under this Agreement;Agreement for any amounts other than those amounts which from time to time are in fact deposited and credited to the Accounts. 4.6 The charges of the Issuer Account Bank (if any) for the operation of the Accounts shall not be debited to any Account but shall be payable by the Issuer (by utilising funds received by it as holder of the Series 2015-1 Loan Notes in accordance with the relevant priorities of payments set out in the Series 2015-1 Loan Note Supplement and applying such funds for such purpose in accordance with the relevant priorities of payments set out in the Note Conditions) within 50 days of receipt of a written invoice and shall be charged by the Issuer Account Bank to the Issuer as per the Issuer Account Bank's standard practices, policies and procedures and at a rate separately agreed with the Issuer. The Issuer Account Bank hereby acknowledges that it will have no recourse against any funds standing to the credit of any Account or against any Party other than the Issuer in respect of the said charges. 4.7 The Accounts will bear interest as agreed with the Issuer Account Bank from time to time, subject to a minimum of zero, which will be credited to the Accounts in accordance with the Issuer Account Bank's standard practices, policies and procedures. Where interest which has accrued but not yet been credited to the Accounts is required to be released in accordance with an Instruction delivered under Clause 4.1, such interest shall be paid to the account specified in such Instruction within five Business Days of the payment date specified in such Instruction.

The Accounts. Instructions from Trust Property Cash Manager and Issuer Cash Manager to the Second Transaction Account Bank (a) The Subject to Clause 3.6 (No Negative Balance), paragraph (a) of Clause 8.2 (Second Issuer agrees to establish Account Bank Indemnities), paragraph (a) of Clause 8.3 (Second Mortgages Trustee Account Bank Indemnities) and maintain Clause 8.4 (Consequences of an Enforcement Notice), the Second‌ Mortgages Trustee Account Bank shall comply with any direction of the Trust Accounts at Property Cash Manager and the Custodian according to Section 8.2 Second Issuer Account Bank shall comply with any direction of the Indenture and the applicable Indenture Supplement. The Custodian further agrees that (i) each Trust Account is and shall at all times be maintained by the Custodian as Issuer Cash Manager to effect a Securities Account payment by, in the Custodian’s trust departmentcase of the Second Issuer Account Bank, (ii) debiting the Custodian is acting and will act as a Securities Intermediary with respect to such Trust Second Issuer Transaction Account and, in the case of the Second Mortgages Trustee Account Bank, debiting the Second Mortgages Trustee Transaction Account, provided that, such direction from the Trust Property Cash Manager or the Issuer Cash Manager, as the case may be, complies with the relevant Account Mandate and, provided further that, such direction is legal and (iii) all passes the reasonable checks carried out as part of the Property accredited to such Trust proper operation of the Second Transaction Account shall be treated as Financial AssetsBank’s payment processing system. (b) The Subject to paragraph (a) of Clause 8.2 (Second Issuer acknowledges its responsibility Account Bank Indemnities) and paragraph (a) of Clause 8.3 (Second Mortgages Trustee Account Bank Indemnities), the Second Transaction Account Bank shall be entitled to rely on any direction if such direction (i) is in writing or is given by the internet banking service or electronic banking service (including SWIFT) provided by the Second Transaction Account Bank and (ii) otherwise complies with as a principal for all of its obligations to appropriate, the Custodian arising under Issuer Transaction Account Mandate or the Mortgages Trustee Transaction Account Mandate or in connection with this Agreement, warrants its authority to deposit in the Accounts any Property received therefor by the Custodian and to give Instructions relative thereto. The Issuer further agrees that the Custodian shall not be subject to, nor shall its rights and obligations under this Agreement or with respect to the Accounts be affected by, any agreement between the Issuer and any other person, except as otherwise provided in this Agreement or unless otherwise agreed by Issuer and Custodian. If any Securities are held in a Securities System, as defined in Section 5 case of this Agreementan Electronic Instruction, the Custodian may deliver securities relevant procedures of the same class, issuer and amount in place of those deposited in the Second Transaction Account Bank applicable Accountfrom time to time (such direction shall constitute an irrevocable instruction). (c) The Custodian For the avoidance of doubt, the Trust Property Cash Manager and the Issuer Cash Manager shall hold give all directions through Electronic Instruction, or in any other manner as agreed between the Cash Managers and keep safe as custodian for the Accounts, on behalf of the Issuer, all Property in each Account. The crediting of Property Second Transaction Account Bank from time to the Accounts shall result in Security Entitlements to such Property in favor of the Issuer, subject to the security interest of the Indenture Trustee as a secured partytime. (d) All transactions involving If the Second Mortgages Trustee Account Bank refuses to comply with any direction it shall notify the Mortgages Trustee in writing and give the reasons for refusing to take such action or make such payment, unless there is a requirement not to give such notification by law or order of any court or pursuant to any direction or requirement of any central bank or any governmental or other regulatory authority. (e) If the Second Issuer Account Bank refuses to comply with any direction it shall notify the Issuer in writing and give the reasons for refusing to take action or make such payment, unless there is a requirement not to give such notification by law or order of any court or pursuant to any direction or requirement of any central bank or any governmental or other regulatory authority. (f) The Mortgages Trustee unconditionally agrees to the use of any form of telephonic or electronic monitoring or recording by the Second Mortgages Trustee Account Bank according to the Second Mortgages Trustee Account Bank’s standard operating procedures or as the Second Mortgages Trustee Account Bank deems appropriate for security and service purposes. Such recording of discussion between the Mortgages Trustee and the Second Mortgages Trustee Account Bank (or Trust Property Cash Manager on its behalf), or a transcript thereof, shall be executed or settled solely in accordance with Instructions, except that until the Custodian receives Instructions provided to the contrary, Mortgages Trustee by the Custodian will:Second Mortgages Trustee Account Bank if reasonably requested in relation to any proceedings brought in connection with this Agreement and may be used by any party as evidence in such proceedings. (ig) collect all interest and dividends and all other income and payments, whether paid in cash The Issuer unconditionally agrees to the use of any form of telephonic or in kind, on electronic monitoring or recording by the Property, Second Issuer Account Bank according to the Second Issuer Account Bank’s standard operating procedures or as the same become payable Second Issuer Account Bank deems appropriate for security and credit service purposes. Such recording of discussion between the same Issuer and the Second Issuer Account Bank (or Issuer Cash Manager on its behalf), or a transcript thereof, shall be provided to the applicable Account; (ii) present for payment all Securities held Issuer by the Second Issuer Account Bank if reasonably requested in an Account which are called, redeemed or retired or otherwise become payable relation to any proceedings brought in connection with this Agreement and all coupons and other income items which call for payment upon presentation to the extent that the Custodian is actually aware based on notices received of such opportunities and hold the cash received may be used by any party as evidence in such Account pursuant to this Agreement;proceedings.