Common use of The Accounts Clause in Contracts

The Accounts. Instructions from Trust Property Cash Manager and Issuer Cash Manager to the Second Transaction Account Bank (a) Subject to Clause 3.6 (No Negative Balance), paragraph (a) of Clause 8.2 (Second Issuer Account Bank Indemnities), paragraph (a) of Clause 8.3 (Second Mortgages Trustee Account Bank Indemnities) and Clause 8.4 (Consequences of an Enforcement Notice), the Second‌ Mortgages Trustee Account Bank shall comply with any direction of the Trust Property Cash Manager and the Second Issuer Account Bank shall comply with any direction of the Issuer Cash Manager to effect a payment by, in the case of the Second Issuer Account Bank, debiting the 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 passes the reasonable checks carried out as part of the proper operation of the Second Transaction Account Bank’s payment processing system. (b) Subject to paragraph (a) of Clause 8.2 (Second Issuer 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 appropriate, the Issuer Transaction Account Mandate or the Mortgages Trustee Transaction Account Mandate or in the case of an Electronic Instruction, the relevant procedures of the Second Transaction Account Bank applicable from time to time (such direction shall constitute an irrevocable instruction). (c) For the avoidance of doubt, the Trust Property Cash Manager and the Issuer Cash Manager shall give all directions through Electronic Instruction, or in any other manner as agreed between the Cash Managers and the Second Transaction Account Bank from time to time. (d) 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 provided to the Mortgages Trustee by the 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. (g) The Issuer unconditionally agrees to the use of any form of telephonic or electronic monitoring or recording by the Second Issuer Account Bank according to the Second Issuer Account Bank’s standard operating procedures or as the Second Issuer Account Bank deems appropriate for security and service purposes. Such recording of discussion between the Issuer and the Second Issuer Account Bank (or Issuer Cash Manager on its behalf), or a transcript thereof, shall be provided to the Issuer by the Second Issuer 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.

The Accounts. Instructions from Trust Property Cash Manager and Issuer Cash Manager to the Second First Transaction Account Bank (a) Subject to Clause 3.6 (No Negative Balance), paragraph (a) of Clause 8.2 (Second First Issuer Account Bank Indemnities), paragraph (a) of Clause 8.3 (Second First Mortgages Trustee Account Bank Indemnities) and Clause 8.4 (Consequences of an Enforcement Notice), the Second‌ First Mortgages Trustee Account Bank shall comply with any direction of of‌ the Trust Property Cash Manager and the Second First Issuer Account Bank shall comply with any direction of the Issuer Cash Manager to effect a payment by, in the case of the Second First Issuer Account Bank, debiting the Second First Issuer Transaction Account and, in the case of the Second First Mortgages Trustee Account Bank, debiting the Second 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 passes the reasonable checks carried out as part of the proper operation of the Second First Transaction Account Bank’s payment processing system. (b) Subject to paragraph (a) of Clause 8.2 (Second First Issuer Account Bank Indemnities) and paragraph (a) of Clause 8.3 (Second First Mortgages Trustee Account Bank Indemnities), the Second 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 Second First Transaction Account Bank and (ii) otherwise complies with as appropriate, the Issuer Transaction Account Mandate or the Mortgages Trustee Transaction Account Mandate or in the case of an Electronic Instructionelectronic instruction, the relevant procedures of the Second First Transaction Account Bank applicable from time to time (such direction shall constitute an irrevocable instruction). (c) For the avoidance of doubt, the Trust Property Cash Manager and the Issuer Cash Manager shall give all directions through Electronic Instructionthe SWIFT network unless the SWIFT network is unavailable, or in any other manner whereupon it shall give directions as agreed between the Cash Managers and the Second First Transaction Account Bank from time to time. (d) If the Second 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 Second 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 Second First Mortgages Trustee Account Bank according to the Second First Mortgages Trustee Account Bank’s standard operating procedures or as the Second First Mortgages Trustee Account Bank deems appropriate for security and service purposes. Such recording of discussion between the Mortgages Trustee and the Second First Mortgages Trustee Account Bank (or Trust Property Cash Manager on its behalf), or a transcript thereof, shall be provided to the Mortgages Trustee by the Second 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. (g) The Issuer unconditionally agrees to the use of any form of telephonic or electronic monitoring or recording by the Second First Issuer Account Bank according to the Second First Issuer Account Bank’s standard operating procedures or as the Second First Issuer Account Bank deems appropriate for security and service purposes. Such recording of discussion between the Issuer and the Second First Issuer Account Bank (or Issuer Cash Manager on its behalf), or a transcript thereof, shall be provided to the Issuer by the Second First Issuer 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.

The Accounts. Instructions from Trust Property Cash Manager and Issuer Cash Manager to the Second Transaction Account Bank (a) Subject to Clause 3.6 (No Negative Balance), paragraph (a) of Clause 8.2 (Second Issuer Account Bank Indemnities), paragraph (a) of Clause 8.3 (Second Mortgages Trustee Account Bank Indemnities) and Clause 8.4 (Consequences of an Enforcement Notice), the Second‌ Mortgages Trustee Account Bank shall comply with any direction of the Trust Property Cash Manager and the Second 4.1 The Issuer Account Bank shall comply with any direction Instruction of the Cash Manager on behalf of the Issuer Cash Manager to effect a payment bydebit any Account provided that such Instruction: (a) is given: (i) where the Issuer is able to give such Instruction by HSBCnet, in accordance with the case standard practices, policies and procedures for HSBCnet most recently notified to the Issuer as at the date of such Instruction; or (ii) where, for 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 Second Issuer Account Bank, debiting the 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 passes the reasonable checks carried out as part of the proper operation of the Second Transaction Account Bank’s payment processing system.Common Terms; or (b) Subject is to paragraph 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 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 Issuer Account Bank shall have received cleared funds. 4.2 The Issuer acknowledges and agrees that: (a) of Clause 8.2 (Second the Issuer Account Bank Indemnities) may rely conclusively and paragraph (a) act upon any Instructions received in accordance with Clause 4.1 or otherwise as agreed by all of Clause 8.3 (Second Mortgages Trustee 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 Indemnitiesshall 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 Second Transaction 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 entitled binding on the Issuer; and (f) it is fully aware of and agrees to rely on accept the risks of error, security and privacy issues and fraudulent activities associated with transmitting Instructions through facsimile or any direction 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 direction (i) is in writing or instruction is given by the internet banking service 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 electronic banking service such other Business Day as the direction may require) and for value that day (including SWIFTand 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 Second Transaction Issuer Account Bank and (ii) otherwise complies with as appropriatelater than the cut-off time indicated in the table below, the Issuer Transaction Account Mandate or the Mortgages Trustee Transaction Account Mandate or in the case of an Electronic Instruction, the relevant procedures of the Second Transaction Account Bank applicable 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 for any amounts other than those amounts which from time to time (such direction shall constitute an irrevocable instruction)are in fact deposited and credited to the Accounts. (c) For the avoidance 4.6 The charges of doubt, the Trust Property Cash Manager and the Issuer Cash Manager Account Bank (if any) for the operation of the Accounts shall give all directions through Electronic Instructionnot 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 any other manner respect of the said charges. 4.7 The Accounts will bear interest as agreed between with the Cash Managers and the Second Transaction Issuer Account Bank from time to time. (d) If the Second Mortgages Trustee Account Bank refuses , subject 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 paymenta minimum of zero, 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 which will be credited to the use of any form of telephonic or electronic monitoring or recording by Accounts in accordance with 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 provided to the Mortgages Trustee by the 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. (g) The Issuer unconditionally agrees to the use of any form of telephonic or electronic monitoring or recording by the Second Issuer Account Bank according to the Second Issuer Account Bank’s 's standard operating procedures or as practices, policies and procedures. Where interest which has accrued but not yet been credited to the Second Issuer Account Bank deems appropriate for security and service purposes. Such recording of discussion between the Issuer and the Second Issuer Account Bank (or Issuer Cash Manager on its behalf)Accounts is required to be released in accordance with an Instruction delivered under Clause 4.1, or a transcript thereof, such interest shall be provided paid to the Issuer by the Second Issuer 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 account specified in such proceedingsInstruction within five Business Days of the payment date specified in such Instruction.

The Accounts. Instructions from Trust Property Cash Manager and Issuer Cash Manager (A) No matter shall be the subject of a claim under the Warranties (other than the Tax Warranties, to which the provisions of Clause 3 of the Tax Covenant shall apply) to the Second Transaction Account Bankextent that allowance, provision or reserve in respect of such matter shall have been made in the debtors in the Accounts or shall have been otherwise taken account of or reflected in the Accounts. (aB) Subject to Clause 3.6 Notwithstanding sub-paragraph (No Negative BalanceA), if at any time after Completion the amount of any allowance, provision or reserve made in the Accounts or otherwise taken account of or reflected therein is found to be in excess of the matter for which such allowance, provision or reserve was made, the amount of such excess (the "Excess Amount") shall be applied in the following manner:- (i) if the Seller shall, prior to the 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) where sub-paragraph (aB) of Clause 8.2 (Second Issuer Account Bank Indemnities), i) above does not apply or where such sub- paragraph (a) of Clause 8.3 (Second Mortgages Trustee Account Bank Indemnities) and Clause 8.4 (Consequences of an Enforcement Notice), the Second‌ Mortgages Trustee Account Bank shall comply with any direction does apply but there remains a balance of the Trust Property Cash Manager and Excess Amount after the Second Issuer Account Bank shall comply with any direction application of that sub-paragraph, then the Issuer Cash Manager to effect a payment by, in the case of the Second Issuer Account Bank, debiting the 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 Excess Amount or the Issuer Cash Managerbalance remaining, as the case may be, complies with the relevant Account Mandate and, provided further that, such direction is legal and passes the reasonable checks carried out as part shall be applied in reducing any liability of the proper operation of Seller that may subsequently arise under the Second Transaction Account Bank’s payment processing systemWarranties. (bC) Subject to paragraph (a) If any assets of Clause 8.2 (Second Issuer Account Bank Indemnities) and paragraph (a) any member 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 appropriate, the Issuer Transaction Account Mandate or the Mortgages Trustee Transaction Account Mandate or Group which are represented in the case Accounts and are therein ascribed a valuation are disposed of an Electronic Instructionfor a consideration which exceeds the said ascribed value in the Accounts, then the relevant procedures amount by which such consideration exceeds the said ascribed valuation shall forthwith be applied towards repaying to the 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 Second Transaction Account Bank applicable from time to time (such direction shall constitute an irrevocable instruction)Seller that may subsequently arise under the Warranties. (c) For the avoidance of doubt, the Trust Property Cash Manager and the Issuer Cash Manager shall give all directions through Electronic Instruction, or in any other manner as agreed between the Cash Managers and the Second Transaction Account Bank from time to time. (dD) 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 liabilities of any court member of the Group which are represented in the Accounts and are therein ascribed a valuation are settled or pursuant satisfied for a consideration which is below the amount of the said valuation ascribed to them in the Accounts, then the amount by which such valuation exceeds the consideration given for the satisfaction of the said liabilities shall forthwith be applied towards repaying to the Seller any direction or requirement amounts which the Seller shall have previously paid in respect of any central bank or claims under the Warranties and, if any governmental or other regulatory authoritybalance remains thereafter, in reducing any liability of the Seller that may subsequently arise under the Warranties. (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 provided to the Mortgages Trustee by the 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. (g) The Issuer unconditionally agrees to the use of any form of telephonic or electronic monitoring or recording by the Second Issuer Account Bank according to the Second Issuer Account Bank’s standard operating procedures or as the Second Issuer Account Bank deems appropriate for security and service purposes. Such recording of discussion between the Issuer and the Second Issuer Account Bank (or Issuer Cash Manager on its behalf), or a transcript thereof, shall be provided to the Issuer by the Second Issuer 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.

The Accounts. Instructions from Trust Property Cash Manager and Issuer Cash Manager to the Second Transaction Account Bank (a) Subject The Issuer agrees to Clause 3.6 (No Negative Balance), paragraph (a) of Clause establish and maintain the Trust Accounts at the Custodian according to Section 8.2 (Second Issuer Account Bank Indemnities), paragraph (a) of Clause 8.3 (Second Mortgages Trustee Account Bank Indemnities) and Clause 8.4 (Consequences of an Enforcement Notice), the Second‌ Mortgages Trustee Account Bank shall comply with any direction of the Trust Property Cash Manager Indenture and the Second Issuer applicable Indenture Supplement. The Custodian further agrees that (i) each Trust Account Bank is and shall comply 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 any direction respect to such Trust Account, and (iii) all of the Issuer Cash Manager Property accredited to effect a payment by, in the case of the Second Issuer such Trust Account Bank, debiting the 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, shall be treated as the case may be, complies with the relevant Account Mandate and, provided further that, such direction is legal and passes the reasonable checks carried out as part of the proper operation of the Second Transaction Account Bank’s payment processing systemFinancial Assets. (b) Subject The Issuer acknowledges its responsibility as a principal for all of its obligations to paragraph (a) 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 Clause 8.2 (Second Issuer Account Bank Indemnities) and paragraph (a) of Clause 8.3 (Second Mortgages Trustee Account Bank Indemnities)this Agreement, the Second Transaction Account Bank shall be entitled to rely on any direction if such direction (i) is Custodian may deliver securities of the same class, issuer and amount 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 appropriate, the Issuer Transaction Account Mandate or the Mortgages Trustee Transaction Account Mandate or place of those deposited in the case of an Electronic Instruction, the relevant procedures of the Second Transaction Account Bank applicable from time to time (such direction shall constitute an irrevocable instruction)Account. (c) For The Custodian shall hold and keep safe as custodian for the avoidance Accounts, on behalf of doubtthe Issuer, all Property in each Account. The crediting of Property to the Trust Accounts shall result in Security Entitlements to such Property Cash Manager and in favor of the Issuer Cash Manager shall give all directions through Electronic InstructionIssuer, or in any other manner subject to the security interest of the Indenture Trustee as agreed between the Cash Managers and the Second Transaction Account Bank from time to timea secured party. (d) If All transactions involving the Second Mortgages Trustee 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 Bank refuses which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation to comply with any direction it shall notify the Mortgages Trustee extent that the Custodian is actually aware based on notices received of such opportunities and hold the cash received 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 Account 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 provided to the Mortgages Trustee by the 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. (g) The Issuer unconditionally agrees to the use of any form of telephonic or electronic monitoring or recording by the Second Issuer Account Bank according to the Second Issuer Account Bank’s standard operating procedures or as the Second Issuer Account Bank deems appropriate for security and service purposes. Such recording of discussion between the Issuer and the Second Issuer Account Bank (or Issuer Cash Manager on its behalf), or a transcript thereof, shall be provided to the Issuer by the Second Issuer 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.Agreement;

The Accounts. Instructions from Trust Property Cash Manager and Issuer Cash Manager to the Second Transaction Account Bank (a) Subject to Clause 3.6 (No Negative Balance), paragraph (a) of Clause 8.2 (Second Issuer Account Bank Indemnities), paragraph (a) of Clause 8.3 (Second Mortgages Trustee Account Bank Indemnities) and Clause 8.4 (Consequences of an Enforcement Notice), the Second‌ Mortgages Trustee Account Bank shall comply with any direction of the Trust Property Cash Manager and the Second 4.1 The Issuer Account Bank shall comply with any direction Instruction of the Cash Manager on behalf of the Issuer Cash Manager to effect a payment bydebit any Account provided that such Instruction: (a) is given: (i) where the Issuer is able to give such Instruction by HSBCnet, in accordance with the case standard practices, policies and procedures for HSBCnet most recently notified to the Issuer as at the date of such Instruction; or (ii) where, for 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 Second Issuer Account Bank, debiting the 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 passes the reasonable checks carried out as part of the proper operation of the Second Transaction Account Bank’s payment processing system.Common Terms; or (b) Subject is to paragraph 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 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 Issuer Account Bank shall have received cleared funds. 4.2 The Issuer acknowledges and agrees that: (a) of Clause 8.2 (Second the Issuer Account Bank Indemnities) may rely conclusively and paragraph (a) act upon any Instructions received in accordance with Clause 4.1 or otherwise as agreed by all of Clause 8.3 (Second Mortgages Trustee 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 Indemnitiesshall 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 Second Transaction 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 entitled binding on the Issuer; and (f) it is fully aware of and agrees to rely on accept the risks of error, security and privacy issues and fraudulent activities associated with transmitting Instructions through facsimile or any direction 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 direction (i) is in writing or instruction is given by the internet banking service 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 electronic banking service such other Business Day as the direction may require) and for value that day (including SWIFTand 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 Second Transaction Issuer Account Bank and (ii) otherwise complies with as appropriatelater than the cut-off time indicated in the table below, the Issuer Transaction Account Mandate or the Mortgages Trustee Transaction Account Mandate or in the case of an Electronic Instruction, the relevant procedures of the Second Transaction Account Bank applicable 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 for any amounts other than those amounts which from time to time (such direction shall constitute an irrevocable instruction)are in fact deposited and credited to the Accounts. (c) For the avoidance 4.6 The charges of doubt, the Trust Property Cash Manager and the Issuer Cash Manager Account Bank (if any) for the operation of the Accounts shall give all directions through Electronic Instructionnot 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 any other manner respect of the said charges. 4.7 The Accounts will bear interest as agreed between with the Cash Managers and the Second Transaction Issuer Account Bank from time to time. (d) If the Second Mortgages Trustee Account Bank refuses , subject 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 paymenta minimum of zero, 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 which will be credited to the use of any form of telephonic or electronic monitoring or recording by Accounts in accordance with 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 provided to the Mortgages Trustee by the 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. (g) The Issuer unconditionally agrees to the use of any form of telephonic or electronic monitoring or recording by the Second Issuer Account Bank according to the Second Issuer Account Bank’s 's standard operating procedures or as practices, policies and procedures. Where interest which has accrued but not yet been credited to the Second Issuer Account Bank deems appropriate for security and service purposes. Such recording of discussion between the Issuer and the Second Issuer Account Bank (or Issuer Cash Manager on its behalf)Accounts is required to be released in accordance with an Instruction delivered under Clause 4.1, or a transcript thereof, such interest shall be provided paid to the Issuer by the Second Issuer 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 account specified in such proceedingsInstruction 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) Subject to Clause 3.6 (No Negative Balance), paragraph (a) of Clause 8.2 (Second Issuer Account Bank Indemnities), paragraph (a) of Clause 8.3 (Second Mortgages Trustee Account Bank Indemnities) and Clause 8.4 (Consequences of an Enforcement Notice), the Second‌ Second Mortgages Trustee Account Bank shall comply with any direction of the Trust Property Cash Manager and the Second Issuer Account Bank shall comply with any direction of the Issuer Cash Manager to effect a payment by, in the case of the Second Issuer Account Bank, debiting the 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 andand this Agreement, provided further that, such direction is legal and passes the reasonable checks carried out as part of the proper operation of the Second Transaction Account Bank’s payment processing system. (b) Subject to paragraph (a) of Clause 8.2 (Second Issuer 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 SWIFTSWIFT or signed pdf instruction sent securely) provided by the Second Transaction Account Bank and (ii) otherwise complies with as appropriate, the Issuer Transaction Account Mandate or the Mortgages Trustee Transaction Account Mandate or in the case of an Electronic Instruction, the relevant procedures of the Second Transaction Account Bank applicable from time to time (such direction shall constitute an irrevocable instruction). (c) For the avoidance of doubt, the Trust Property Cash Manager and the Issuer Cash Manager shall give all directions through Electronic Instruction, or in any other manner as agreed between the Cash Managers and the Second Transaction Account Bank from time to time. (d) 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 provided to the Mortgages Trustee by the 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. (g) The Issuer unconditionally agrees to the use of any form of telephonic or electronic monitoring or recording by the Second Issuer Account Bank according to the Second Issuer Account Bank’s standard operating procedures or as the Second Issuer Account Bank deems appropriate for security and service purposes. Such recording of discussion between the Issuer and the Second Issuer Account Bank (or Issuer Cash Manager on its behalf), or a transcript thereof, shall be provided to the Issuer by the Second Issuer 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.

The Accounts. Instructions from Trust Property Cash Manager and Issuer Cash Manager to the Second Transaction Account Bank (a) Subject The Issuer agrees to Clause 3.6 (No Negative Balance), paragraph (a) of Clause establish and maintain the Accounts at the Custodian according to Section 8.2 (Second Issuer Account Bank Indemnities), paragraph (a) of Clause 8.3 (Second Mortgages Trustee Account Bank Indemnities) and Clause 8.4 (Consequences of an Enforcement Notice), the Second‌ Mortgages Trustee Account Bank shall comply with any direction of the Trust Property Cash Manager Indenture and the Second Issuer applicable Indenture Supplement. The Custodian further agrees that (i) each Trust Account Bank is and shall comply 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 any direction respect to such Trust Account, and (iii) all of the Issuer Cash Manager Property accredited to effect a payment by, in the case of the Second Issuer such Trust Account Bank, debiting the 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, shall be treated as the case may be, complies with the relevant Account Mandate and, provided further that, such direction is legal and passes the reasonable checks carried out as part of the proper operation of the Second Transaction Account Bank’s payment processing systemFinancial Assets. (b) Subject The Issuer acknowledges its responsibility as a principal for all of its obligations to paragraph (a) of Clause 8.2 (Second Issuer Account Bank Indemnities) and paragraph (a) of Clause 8.3 (Second Mortgages Trustee Account Bank Indemnities)the Custodian arising under or in connection with this Agreement, warrants its authority to deposit in the Second Transaction Account Bank shall be entitled to rely on Accounts any direction if such direction (i) is in writing or is given Property received therefor by the internet banking service 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 electronic banking service (including SWIFT) provided by with respect to the Second Transaction Account Bank and (ii) otherwise complies with as appropriateAccounts be affected by, any agreement between the Issuer Transaction Account Mandate 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 the Mortgages Trustee Transaction Account Mandate or Custodian may deliver securities of the same class, issuer and amount in place of those deposited in the case of an Electronic Instruction, the relevant procedures of the Second Transaction Account Bank applicable from time to time (such direction shall constitute an irrevocable instruction)Account. (c) For The Custodian shall hold and keep safe as custodian for the avoidance Accounts, on behalf of doubtthe Issuer, all Property in each Account. The crediting of Property to the Trust Accounts shall result in Security Entitlements to such Property Cash Manager and in favor of the Issuer Cash Manager shall give all directions through Electronic InstructionIssuer, or in any other manner subject to the security interest of the Indenture Trustee as agreed between the Cash Managers and the Second Transaction Account Bank from time to timea secured party. (d) If All transactions involving the Second Mortgages Trustee 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 Bank refuses which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation to comply with any direction it shall notify the Mortgages Trustee extent that the Custodian is actually aware based on notices received of such opportunities and hold the cash received in writing such Account pursuant to this Agreement; (iii) (x) exchange Securities where the exchange is purely ministerial (including, without limitation, the exchange of temporary securities for those in definitive form and give the reasons exchange of warrants, or other documents of entitlement to securities, for refusing the Securities themselves) and (y) when notification of a tender or exchange offer (other than ministerial exchanges described in (x) above) is received for such Account, use reasonable efforts to receive Instructions, provided, that if such Instructions are not received in time for the Custodian to take timely action, no action shall be taken with respect thereto; (iv) execute on behalf of the Issuer for each Account, whenever the Custodian deems it appropriate, such action or make such paymentownership and other certificates as may be required to obtain the payment of income from the Property in the applicable Account; and (v) appoint brokers and agents for any of the ministerial transactions involving the Securities described in the foregoing clauses (i) through (iv), unless there is a requirement not to give such notification by law or order including, without limitation, affiliates of any court or pursuant to any direction or requirement of any central bank or any governmental or other regulatory authoritythe Custodian. (e) If The Custodian hereby acknowledges 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 security interest granted 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 provided to the Mortgages Indenture Trustee by the Second Mortgages Trustee Account Bank if reasonably requested Issuer. The Custodian shall maintain all Property free of any lien, charge or claim of any kind in relation to favor of the Custodian or any proceedings brought person claiming through the Custodian, and it will not assert any lien, encumbrance, claim or right of set-off against the Property, the Accounts or any Financial Assets carried in connection with the Accounts or any credit balance in the Accounts, except as otherwise expressly permitted by this Agreement and may be used or the Indenture. The Custodian will not enter into any agreement other than this Agreement with any Person requiring the Custodian’s compliance with “entitlement orders” (as such term is defined in Article 8 of the UCC) concerning the Accounts originated by any party as evidence in such proceedings. (g) The Issuer unconditionally agrees to Person without the use prior written consent of any form of telephonic or electronic monitoring or recording by the Second Issuer Account Bank according to the Second Issuer Account Bank’s standard operating procedures or as the Second Issuer Account Bank deems appropriate for security and service purposes. Such recording of discussion between the Issuer and the Second Issuer Account Bank (or Issuer Cash Manager on its behalf), or a transcript thereof, shall be Indenture Trustee except as otherwise provided herein. The Custodian represents that no such agreement relating to the Issuer by the Second Issuer Account Bank if reasonably requested Property with any Person is now in relation to any proceedings brought in connection with this Agreement and may be used by any party as evidence in such proceedingseffect.

The Accounts. Instructions from Trust Property Cash Manager and Issuer Cash Manager to the Second Transaction Account Bank (a) Subject to Clause 3.6 (No Negative Balance), paragraph (a) of Clause 8.2 (Second Issuer Account Bank Indemnities), paragraph (a) of Clause 8.3 (Second Mortgages Trustee Account Bank Indemnities) and Clause 8.4 (Consequences of an Enforcement Notice), the Second‌ Mortgages Trustee Account Bank shall comply with any direction of the Trust Property Cash Manager and the Second 4.1 The Issuer Account Bank shall comply with any direction Instruction of the Issuer Cash Manager to effect a payment bydebit any Account provided that such Instruction: (a) is given: (i) where the Issuer is able to give such Instruction by CitiDirect, in accordance with the case standard practices, policies and procedures for CitiDirect most recently notified to the Issuer as at the date of such Instruction; or (ii) where, for 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 Second Issuer Account Bank, debiting the 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 passes the reasonable checks carried out as part of the proper operation of the Second Transaction Account Bank’s payment processing system.Common Terms; or (b) Subject is to paragraph 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 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 Issuer Account Bank shall have received cleared funds. 4.2 The Issuer acknowledges and agrees that: (a) of Clause 8.2 (Second the Issuer Account Bank Indemnities) may rely conclusively and paragraph (a) act upon any Instructions received in accordance with Clause 4.1 or otherwise as agreed by all of Clause 8.3 (Second Mortgages Trustee 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 Indemnitiesshall 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 Second Transaction 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 entitled binding on the Issuer; and (f) it is fully aware of and agrees to rely on accept the risks of error, security and privacy issues and fraudulent activities associated with transmitting Instructions through facsimile or any direction 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 direction (i) is in writing or instruction is given by the internet banking service 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 electronic banking service such other Business Day as the direction may require) and for value that day (including SWIFTand 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 Second Transaction Issuer Account Bank and (ii) otherwise complies with as appropriatelater than the cut-off time indicated in the table below, the Issuer Transaction Account Mandate or the Mortgages Trustee Transaction Account Mandate or in the case of an Electronic Instruction, the relevant procedures of the Second Transaction Account Bank applicable 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 for any amounts other than those amounts which from time to time (such direction shall constitute an irrevocable instruction)are in fact deposited and credited to the Accounts. (c) For the avoidance 4.6 The charges of doubt, the Trust Property Cash Manager and the Issuer Cash Manager Account Bank (if any) for the operation of the Accounts shall give all directions through Electronic Instructionnot 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 any other manner respect of the said charges. 4.7 The Accounts will bear interest as agreed between with the Cash Managers and the Second Transaction Issuer Account Bank from time to time. (d) If the Second Mortgages Trustee Account Bank refuses , subject 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 paymenta minimum of zero, 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 which will be credited to the use of any form of telephonic or electronic monitoring or recording by Accounts in accordance with 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 provided to the Mortgages Trustee by the 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. (g) The Issuer unconditionally agrees to the use of any form of telephonic or electronic monitoring or recording by the Second Issuer Account Bank according to the Second Issuer Account Bank’s 's standard operating procedures or as practices, policies and procedures. Where interest which has accrued but not yet been credited to the Second Issuer Account Bank deems appropriate for security and service purposes. Such recording of discussion between the Issuer and the Second Issuer Account Bank (or Issuer Cash Manager on its behalf)Accounts is required to be released in accordance with an Instruction delivered under Clause 4.1, or a transcript thereof, such interest shall be provided paid to the Issuer by the Second Issuer 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 account specified in such proceedingsInstruction 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 First Transaction Account Bank (a) Subject to Clause 3.6 (No Negative Balance), paragraph (a) of Clause 8.2 (Second First Issuer Account Bank Indemnities), paragraph (a) of Clause 8.3 (Second First Mortgages Trustee Account Bank Indemnities) and Clause 8.4 (Consequences of an Enforcement Notice), the Second‌ First Mortgages Trustee Account Bank shall comply with any direction of the Trust Property Cash Manager and the Second First Issuer Account Bank shall comply with any direction of the Issuer Cash Manager to effect a payment by, in the case of the Second First Issuer Account Bank, debiting the Second First Issuer Transaction Account and, in the case of the Second First Mortgages Trustee Account Bank, debiting the Second 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 passes the reasonable checks carried out as part of the proper operation of the Second First Transaction Account Bank’s payment processing system. (b) Subject to paragraph (a) of Clause 8.2 (Second First Issuer Account Bank Indemnities) and paragraph (a) of Clause 8.3 (Second First Mortgages Trustee Account Bank Indemnities), the Second 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 Second First Transaction Account Bank and (ii) otherwise complies with as appropriate, the Issuer Transaction Account Mandate or the Mortgages Trustee Transaction Account Mandate or in the case of an Electronic Instructionelectronic instruction, the relevant procedures of the Second First Transaction Account Bank applicable from time to time (such direction shall constitute an irrevocable instruction). (c) For the avoidance of doubt, the Trust Property Cash Manager and the Issuer Cash Manager shall give all directions through Electronic Instructionthe SWIFT network unless the SWIFT network is unavailable, or in any other manner whereupon it shall give directions as agreed between the Cash Managers and the Second First Transaction Account Bank from time to time. (d) If the Second 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 Second 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 Second First Mortgages Trustee Account Bank according to the Second First Mortgages Trustee Account Bank’s standard operating procedures or as the Second First Mortgages Trustee Account Bank deems appropriate for security and service purposes. Such recording of discussion between the Mortgages Trustee and the Second First Mortgages Trustee Account Bank (or Trust Property Cash Manager on its behalf), or a transcript thereof, shall be provided to the Mortgages Trustee by the Second 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. (g) The Issuer unconditionally agrees to the use of any form of telephonic or electronic monitoring or recording by the Second First Issuer Account Bank according to the Second First Issuer Account Bank’s standard operating procedures or as the Second First Issuer Account Bank deems appropriate for security and service purposes. Such recording of discussion between the Issuer and the Second First Issuer Account Bank (or Issuer Cash Manager on its behalf), or a transcript thereof, shall be provided to the Issuer by the Second First Issuer 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.