Common use of Agreement to Deliver Documents Clause in Contracts

Agreement to Deliver Documents. For the purpose of Section 4(a), the Tax forms, documents, or certificates to be delivered are: Party A agrees to complete (accurately and in a manner reasonably satisfactory to Party B), execute, and deliver to Party B, United States Internal Revenue Service Form W-9, or any successor form: (i) before the first Scheduled Payment Date under this Agreement, (ii) before the first Scheduled Payment Date of each successive taxable year of Party A, (iii) promptly upon reasonable demand by Party B, and (iv) promptly upon learning that any such form previously provided by Party A has become obsolete or incorrect. Party B agrees to complete (accurately and in a manner reasonably satisfactory to Party A), execute and deliver to Party A a United States Internal Revenue Form W-BEN, or any successor form, (i) before the first Scheduled Payment Date under this Agreement, (ii) before December 31st of each second succeeding calendar year, (iii) promptly upon reasonable demand by Party A, and (iv) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect. Other documents to be delivered are: Party required to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Party A Duly executed Credit Support Document specified in Part 4(d) At execution of this Master Agreement Yes Party A and Party B Evidence of authority and specimen signatures with respect to the party’s and its Credit Support Provider’s (if any) signatories executing this Agreement or any Credit Support Document At execution of this Master Agreement Yes Party A and Party B A Certificate certifying (a) resolutions of each party’s and its Credit Support Provider’s (if any) board of directors or other governing body (i) authorizing this Agreement and the Transactions contemplated hereby (or the Credit Support Document, as the case may be) and (ii) authorizing a specified person or persons to execute and deliver on its behalf this Agreement (or the Credit Support Document, as the case may be), and (b) copies of each party’s and its Credit Support Provider’s (if any) articles of incorporation and bylaws (or other constituent documents) At execution of this Master Agreement Yes Party A Annual Audited Consolidated Financial Statement of Party A’s Credit Support Provider certified by independent public accountants Promptly following demand by Party B, but in no event later than 120 days after the end of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party A Quarterly Unaudited Consolidated Financial Statement of Party A’s Credit Support Provider Promptly following demand by Party B, but in no event later than 60 days after the end of each of its first three fiscal quarters of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party B Annual Audited Financial Statement of Party B certified by independent public accountants Promptly following demand by Party A, but in no event later than 120 days after the end of each fiscal year of Party B Yes Party B Unaudited monthly report of Party B Promptly following demand by Party A Yes Party B Legal opinion in form and substance of Attachment 1 hereto Within 30 days following the execution of this Master Agreement No

Agreement to Deliver Documents. For the purpose of Section 4(a)4(a)(i) and (ii) of this Agreement, Party A and each Party B Group Member agrees to deliver the following documents: Tax forms, documents, documents or certificates to be delivered are: Party required to deliver document Form/Document/Certificate Date by which to be delivered Party A agrees and each Party B Group Member Any form, document or certificate as may be requested pursuant to complete (accurately and in a manner reasonably satisfactory to Party B), execute, and deliver to Party B, United States Internal Revenue Service Form W-9, or any successor form: (iSection 4(a)(iii) before the first Scheduled Payment Date under of this Agreement, (ii) before the first Scheduled Payment Date of each successive taxable year of Party A, (iii) promptly upon reasonable demand by Party B, and (iv) promptly upon learning that any such form previously provided by Party A has become obsolete or incorrect. Party B agrees to complete (accurately and in a manner reasonably satisfactory to Party A), execute and deliver to Party A a United States Internal Revenue Form W-BEN, or any successor form, (i) before the first Scheduled Payment Date under this Agreement, (ii) before December 31st of each second succeeding calendar year, (iii) promptly upon reasonable demand by Party A, and (iv) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect. Upon request Other documents to be delivered are: are:- Party required to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Each Party B Group Member Annual Report of each Party B Group Member and of any Credit Support Provider of Party B thereof containing audited, consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized and any other financial information and/or tax returns with respect to each Party B Group Member as may be requested by Party A Duly executed from time to time. Promptly upon request Yes Each Party B Group Member Quarterly Financial Statements of each Party B Group Member and any Credit Support Provider of Party B thereof containing unaudited, consolidated financial statements of such party's fiscal quarter prepared in accordance with generally accepted accounting principles in the country in which such party and such Credit Support Provider is organized Promptly upon request Yes Party A and each Party B Group Member Certified copies of all corporate authorizations and any other documents with respect to the execution, delivery and performance of this Agreement and any Credit Support Document specified in Part 4(d) At Upon execution and delivery of this Master Agreement Yes Party A and each Party B Evidence Group Member Certificate of authority and specimen signatures with respect to the party’s and its Credit Support Provider’s (if any) signatories of individuals executing this Agreement or any Credit Support Document At and Confirmations Upon execution and delivery of this Master Agreement Yes Party A and Party B A Certificate certifying (a) resolutions of each party’s and its Credit Support Provider’s (if any) board of directors or other governing body (i) authorizing this Agreement and thereafter upon request of the Transactions contemplated hereby (or the Credit Support Document, other party Yes Each Party B Group Member Such other documents as the case may be) and (ii) authorizing a specified person or persons to execute and deliver on its behalf this Agreement (or the Credit Support Document, as the case may be), and (b) copies of each party’s and its Credit Support Provider’s (if any) articles of incorporation and bylaws (or other constituent documents) At execution of this Master Agreement Yes Party A Annual Audited Consolidated Financial Statement of Party A’s Credit Support Provider certified by independent public accountants Promptly following demand by Party B, but in no event later than 120 days after the end of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party A Quarterly Unaudited Consolidated Financial Statement of Party A’s Credit Support Provider Promptly following demand by Party B, but in no event later than 60 days after the end of each of its first three fiscal quarters of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party B Annual Audited Financial Statement of Party B certified by independent public accountants Promptly following demand by Party A, but in no event later than 120 days after the end of each fiscal year of Party B Yes Party B Unaudited monthly report of Party B Promptly following demand may reasonably request from time to time. Upon request by Party A Yes Party B Legal opinion in form and substance of Attachment 1 hereto Within 30 days following the execution of this Master Agreement NoYes

Agreement to Deliver Documents. For the purpose of Section 4(a), the Tax forms, documents, or certificates to be delivered are: Party A agrees to complete (accurately and in a manner reasonably satisfactory to Party B), execute, and deliver to Party B, United States Internal Revenue Service Form W-9, or any successor form: (i4(a)(ii) before the first Scheduled Payment Date under of this Agreement, (ii) before the first Scheduled Payment Date of each successive taxable year of Party A, (iii) promptly upon reasonable demand by Party B, and (iv) promptly upon learning that any such form previously provided by Party A has become obsolete or incorrect. Party B party agrees to complete (accurately and in a manner reasonably satisfactory to Party A)deliver the following documents, execute and deliver to Party A a United States Internal Revenue Form W-BEN, or any successor form, (i) before the first Scheduled Payment Date under this Agreement, (ii) before December 31st of each second succeeding calendar year, (iii) promptly upon reasonable demand by Party A, and (iv) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect. Other documents to be delivered areas applicable: Party required to deliver document documents Form/Document/Document/ Certificate Date by which to be delivered Covered by Section 3(d) Representation Party A Duly executed and Party B Evidence reasonably satisfactory to the other party as to the names, true signatures and authority of the officer or officials signing this Agreement or the Confirmation on its behalf Upon execution of this Agreement and the related Confirmation Yes Party A A copy of the annual report for Party A containing audited and certified financial statements for the most recently ended financial year Upon request, as soon as publicly available Yes Party A Opinions of counsel to Party A and its Credit Support Provider reasonably satisfactory in form and substance to Party B with respect to this Agreement and the Credit Support Document specified in Part 4(d4(e) At Upon execution of this Master Agreement No Party B Certified copies of all documents evidencing the necessary corporate authorizations and approvals with respect to the execution, delivery, and performance of derivatives transactions Upon execution of this Agreement Yes Party A Correct, complete and executed U.S. Internal Revenue Form W-9 or any successor thereto Upon execution of this Agreement, upon the appointment of a successor Subordination Agent, and at any time upon reasonable request by Party B Evidence of authority Not applicable Party B Correct, complete and specimen signatures with respect to the party’s and its Credit Support Provider’s (if any) signatories executing this Agreement executed U.S. Internal Revenue Form W-9 or any successor thereto Upon execution of this Agreement, upon the appointment of a successor Subordination Agent, and at any time upon reasonable request by Party A Not applicable Party A Credit Support Document At specified in Part 4(e) Upon execution of this Master Agreement Yes Party A and Party B A Certificate certifying (a) resolutions of each party’s and its Credit Support Provider’s (if any) board of directors or other governing body (i) authorizing this Agreement and the Transactions contemplated hereby (or the Credit Support Document, as the case may be) and (ii) authorizing a specified person or persons to execute and deliver on its behalf this Agreement (or the Credit Support Document, as the case may be), and (b) copies of each party’s and its Credit Support Provider’s (if any) articles of incorporation and bylaws (or other constituent documents) At execution of this Master Agreement Yes Party A Annual Audited Consolidated Financial Statement of Party A’s Credit Support Provider certified by independent public accountants Promptly following demand by Party B, but in no event later than 120 days after the end of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party A Quarterly Unaudited Consolidated Financial Statement of Party A’s Credit Support Provider Promptly following demand by Party B, but in no event later than 60 days after the end of each of its first three fiscal quarters of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party B Annual Audited Financial Statement of Party B certified by independent public accountants Promptly following demand by Party A, but in no event later than 120 days after the end of each fiscal year of Party B Yes Party B Unaudited monthly report of Party B Promptly following demand by Party A Yes Party B Legal opinion in form and substance of Attachment 1 hereto Within 30 days following the execution of this Master Agreement NoYes

Agreement to Deliver Documents. For the purpose purposes of Section 4(a), the Tax forms, documents, or certificates to be delivered are: Party A agrees to complete (accurately 4(a)(i) and in a manner reasonably satisfactory to Party B), execute, and deliver to Party B, United States Internal Revenue Service Form W-9, or any successor form: (i) before the first Scheduled Payment Date under this Agreement, (ii) before of the first Scheduled Payment Date of each successive taxable year of Party AISDA Form, (iii) promptly upon reasonable demand by Party B, and (iv) promptly upon learning that any such form previously provided by Party A has become obsolete or incorrectthe parties agree to deliver the following documents as applicable. Party B agrees to complete (accurately and in a manner reasonably satisfactory to Party A), execute and deliver to Party A a United States Internal Revenue Form W-BEN, or any successor form, (i) before the first Scheduled Payment Date under this Agreement, (ii) before December 31st of each second succeeding calendar year, (iii) promptly upon reasonable demand by Party A, and (iv) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect. Other documents to be delivered are: Party required to deliver document Form/Document/Certificate Date by which to deliver document be delivered UBS AG and Any form or document required Promptly upon Counterparty or reasonably requested to allow reasonable demand the other party to make payments by the other party. without any deduction or withholding for or on account of any Tax, or with such deduction or withholding at a reduced rate. Counterparty One duly executed and completed U.S. Internal Revenue Service Form W-9 (or successor thereto) Counterparty With respect to each of the [ Class 1-A-10 Certificate Holders, any form or document required or reasonably requested to allow the other party to make payments without any deduction or withholding for or on account of any Tax, or with such deduction or withholding at a reduced rate. Party required to Form/Document/ Date by which to Covered by Section 3(d) deliver document Certificate be delivered Representation Party A Duly executed Credit Support Document specified in Part 4(d) At UBS AG Any documents required by the Upon the execution Yes receiving party to evidence the and delivery of this Master Agreement Yes Party A and Party B Evidence authority of authority and specimen signatures with respect to the party’s and its Credit Support Provider’s (if any) signatories executing this Agreement or any Credit Support Document At execution of this Master Agreement Yes Party A and Party B A Certificate certifying (a) resolutions of each party’s and its Credit Support Provider’s (if any) board of directors or other governing body (i) authorizing this delivering party Agreement and the Transactions contemplated hereby (or the Credit Support Document, as the case may be) and (ii) authorizing a specified person or persons such for it to execute and deliver on this Confirmation and to evidence the authority of the delivering party to perform its behalf obligations under this Agreement (or the Credit Support DocumentTransaction governed by this Confirmation Party required to Form/Document/ Date by which to Covered by Section 3(d) deliver document Certificate be delivered Representation UBS AG A certificate of an authorized Upon the execution Yes officer of the party, as to the case may be), and (b) copies of each party’s and its Credit Support Provider’s (if any) articles of incorporation and bylaws (or other constituent documents) At execution delivery of this Master Agreement Yes Party A Annual Audited Consolidated Financial Statement incumbency and authority of Party A’s Credit Support Provider certified by independent public accountants Promptly following demand by Party B, but in no event later than 120 days after the end Confirmation respective officers of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page the party signing this Confirmation Relationship Between Parties Each party will be deemed to represent to the other party on the World Wide Web at xxx.xxxxx.xxx Yes Party A Quarterly Unaudited Consolidated Financial Statement date on which it enters into this Transaction that (in the absence of Party A’s Credit Support Provider Promptly following demand by Party B, but in no event later than 60 days after a written agreement between the end of each of its first three fiscal quarters of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on parties which expressly imposes affirmative obligations to the World Wide Web at xxx.xxxxx.xxx Yes Party B Annual Audited Financial Statement of Party B certified by independent public accountants Promptly following demand by Party A, but in no event later than 120 days after the end of each fiscal year of Party B Yes Party B Unaudited monthly report of Party B Promptly following demand by Party A Yes Party B Legal opinion in form and substance of Attachment 1 hereto Within 30 days following the execution of contrary for this Master Agreement NoTransaction):

Agreement to Deliver Documents. For the purpose of Section 4(a), each party agrees to deliver the Tax forms, following documents, or certificates to be delivered are: Party A agrees to complete (accurately and in a manner reasonably satisfactory to Party B), execute, and deliver to Party B, United States Internal Revenue Service Form W-9, or any successor form: (i) before the first Scheduled Payment Date under this Agreement, (ii) before the first Scheduled Payment Date of each successive taxable year of Party A, (iii) promptly upon reasonable demand by Party B, and (iv) promptly upon learning that any such form previously provided by Party A has become obsolete or incorrect. Party B agrees to complete (accurately and in a manner reasonably satisfactory to Party A), execute and deliver to Party A a United States Internal Revenue Form W-BEN, or any successor form, (i) before the first Scheduled Payment Date under this Agreement, (ii) before December 31st of each second succeeding calendar year, (iii) promptly upon reasonable demand by Party A, and (iv) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect. Other documents to be delivered areas applicable: Party required to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Party A and Party B Duly executed Credit Support Document Documents specified in Part 4(d) At execution of this Master Agreement Yes Party A and Party B United States Internal Revenue Service Form W‑9 At execution of this Master Agreement and as otherwise provided in this Part 3 Yes Party A and Party B Evidence of authority and specimen signatures with respect to the party’s and its Credit Support Provider’s (if any) signatories executing this Agreement or any Credit Support Document At execution of this Master Agreement Yes Party A and Party B A Certificate certifying (a) resolutions of each party’s and its Credit Support Provider’s (if any) board of directors (or other governing body body) (i) authorizing this Agreement and the Transactions contemplated hereby (or the Credit Support Document, as the case may be) and (ii) authorizing a specified person or persons to execute and deliver on its behalf this Agreement (or the Credit Support Document, as the case may be), and (b) copies of each party’s and its Credit Support Provider’s (if any) articles of incorporation and bylaws (or other constituent documents) (or in the case of Party B, its certificate of organization or formation and operating agreement or other constituent documents) At execution of this Master Agreement Yes Party A Annual Audited Consolidated Financial Statement of Party A’s Credit Support Provider certified by independent public accountants Promptly following demand by Party B, but in no event later than 120 days after the end of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party A Quarterly Unaudited Consolidated Financial Statement of Party A’s Credit Support Provider Promptly following demand by Party B, but in no event later than 60 days after the end of each of its the first three fiscal quarters of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party B Annual Audited Consolidated Financial Statement of Party B and Party B’s Credit Support Provider certified by independent public accountants Promptly following demand by Party A, but in no event later than 120 days after the end of each fiscal year of Party B and Party B’s Credit Support Provider Yes Party B Quarterly Unaudited monthly report Consolidated Financial Statement of Party B and Party B’s Credit Support Provider Promptly following demand by Party A Yes A, but in no event later than 60 days after the end of each of the first three fiscal quarters of each fiscal year of Party B Legal opinion in form and substance of Attachment 1 hereto Within 30 days following the execution of this Master Agreement NoParty B’s Credit Support Provider Yes

Agreement to Deliver Documents. For the purpose purposes of Section 4(a)4(a)(i) and (ii) of this Agreement, the Tax formsparties agrees that the following documents will be delivered: COVERED BY PARTY REQUIRED TO DATE BY WHICH SECTION 3(D) DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE TO BE DELIVERED REPRESENTATION --------------------- ------------------------------------ ------------------------------- -------------- Party B and any Satisfactory evidence of its Upon execution of this Yes Credit Support capacity and ability to enter into Agreement and upon request Provider of Party B this Agreement and any Transaction hereunder Party B and any Certified evidence of the authority, documents, or certificates to be delivered are: Upon execution of this Yes Credit Support incumbency and specimen signature of Agreement and upon request Provider of Party B each person executing any document on its behalf in connection with this Agreement Party A agrees to complete (accurately Party A Designation of Authority and Upon the reasonable request of Yes related extract from Party A's Party B in a manner reasonably satisfactory to connection with the By-Laws, certified by the Secretary execution of this Agreement or an Assistant Secretary, authorizing the execution, delivery and performance of derivative instruments of any kind COVERED BY PARTY REQUIRED TO DATE BY WHICH SECTION 3(D) DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE TO BE DELIVERED REPRESENTATION --------------------- ------------------------------------ ------------------------------- -------------- Party B), execute, B Duly executed and deliver to Party B, United States completed U.S. Upon execution of this Yes Internal Revenue Service Form W-9, or any successor form: (i) before the first Scheduled Payment Date under this W-9 Agreement, (ii) before the first Scheduled Payment Date of each successive taxable year of Party A, (iii) promptly upon (or successor thereto). reasonable demand by Party B, A and (iv) promptly upon learning that any such form previously provided by Party A has become obsolete or incorrect. Party B agrees to complete (accurately and in a manner reasonably satisfactory to Party A), execute and deliver to Party A a United States Internal Revenue Form W-BEN, or any successor form, (i) before the first Scheduled Payment Date under this Agreement, (ii) before December 31st of each second succeeding calendar year, (iii) promptly upon reasonable demand by Party A, and (iv) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect. Other documents to be delivered are: Party required to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Party A Duly executed Credit Support Document specified in Part 4(d) At execution of this Master Agreement Yes Party A and Party B Evidence of authority and specimen signatures with respect to the party’s and its Credit Support Provider’s (if any) signatories executing this Agreement or any Credit Support Document At execution of this Master Agreement Yes Party A and Party B A Certificate certifying (a) resolutions of each party’s and its Credit Support Provider’s (if any) board of directors or other governing body (i) authorizing this Agreement and the Transactions contemplated hereby (or the Credit Support Document, as the case may be) and (ii) authorizing a specified person or persons to execute and deliver on its behalf this Agreement (or the Credit Support Document, as the case may be), and (b) copies of each party’s and its Credit Support Provider’s (if any) articles of incorporation and bylaws (or other constituent documents) At execution of this Master Agreement Yes Party A Annual Audited Consolidated Financial Statement of Party A’s Credit Support Provider certified by independent public accountants Promptly following demand by Party B, but in no event later than 120 days after the end of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party A Quarterly Unaudited Consolidated Financial Statement of Party A’s Credit Support Provider Promptly following demand by Party B, but in no event later than 60 days after the end of each of its first three fiscal quarters of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party B Annual Audited Financial Statement of Party B certified by independent public accountants Promptly following demand by Party A, but in no event later than 120 days after the end of each fiscal year of Party B Yes Party B Unaudited monthly report of Party B Promptly following demand by Party A Yes Party B Legal opinion in form and substance of Attachment 1 hereto Within 30 days following the execution of this Master Agreement Noincorrect PART 4

Agreement to Deliver Documents. For the purpose of Section 4(a), the Tax forms, documents, or certificates to be delivered are: Party A agrees to complete Sections 4(a)(i) and (accurately and in a manner reasonably satisfactory to Party B), execute, and deliver to Party B, United States Internal Revenue Service Form W-9, or any successor form: (iii) before the first Scheduled Payment Date under of this Agreement, (iieach party agrees to deliver the following document as applicable: PARTY REQUIRED TO DATE BY WHICH TO BE COVERED BY SECTION DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DELIVERED 3(D) before REPRESENTATION ---------------- ------------------------- ------------------- ------------------- Party B Legal opinions as to the first Scheduled Payment Date validity Upon execution and No and enforceability of each successive taxable year the delivery of this obligations of Party AB under this Agreement Agreement, (iii) promptly upon reasonable demand the Trust Deed, the Security Trust Deed and the Notes in form and substance and issued by Party B, and (iv) promptly upon learning that any such form previously provided by Party A has become obsolete or incorrect. Party B agrees to complete (accurately and in a manner legal counsel reasonably satisfactory to Party A), execute and deliver acceptable to Party A a United States Internal Revenue Form W-BEN, or any successor form, (i) before the first Scheduled Payment Date under this Agreement, (ii) before December 31st of each second succeeding calendar year, (iii) promptly upon reasonable demand by Party A, and (iv) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect. Other documents to be delivered are: Party required to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Party A Duly executed Credit Support Document specified in Part 4(d) At execution of this Master Agreement Yes Party A and Party B Evidence Certified copies of authority all corporate Upon execution and specimen signatures Yes authorisations (to be certified by delivery of this an Authorised Officer of the Agreement or any relevant party) and any other relevant documents with respect to the party’s Confirmation execution, delivery and its Credit Support Provider’s (if any) signatories executing performance of this Agreement or any Credit Support Document At execution of this Master Agreement Yes and each Confirmation Party A and Party B Certificate of authority and Upon execution and Yes specimen signatures of individuals delivery of this executing this Agreement, Agreement and Confirmations and each Credit thereafter upon Support Document (as applicable) request of the other party Party B Copies (certified to be true copies Upon execution and Yes by an authorised signatory of Party delivery of this B or the Manager) of the Trust Deed, Agreement the Security Trust Deed, the Note Trust Deed and the Supplementary Terms Notice Party B A Certificate certifying copy (acertified to be a true copy Promptly upon any Yes by an authorised signatory of Party such document B or the Manager) resolutions of each party’s any document becoming effective amending or varying the terms of the in accordance with Trust Deed, the Security Trust Deed, its terms the Note Trust Deed or the Supplementary Terms Notice where such amendment affects this Agreement or Party A's rights or obligations under this Agreement Party A A legal opinion as to the Upon execution and its Credit Support Provider’s (if any) board Yes enforceability of directors or other governing body (i) authorizing the obligations of delivery of this Party A under this Agreement and the Transactions contemplated hereby (or the Credit Support Document, as the case may be) and (ii) authorizing a specified person or persons to execute and deliver on its behalf this Agreement (or the Credit Support Document, as the case may be), and (b) copies of each party’s and its Credit Support Provider’s (if any) articles of incorporation and bylaws (or other constituent documents) At execution of this Master Agreement Yes Party A Annual Audited Consolidated Financial Statement of Party A’s Credit Support Provider certified by independent public accountants Promptly following demand by Party B, but in no event later than 120 days after the end of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party A Quarterly Unaudited Consolidated Financial Statement of Party A’s Credit Support Provider Promptly following demand by Party B, but in no event later than 60 days after the end of each of its first three fiscal quarters of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party B Annual Audited Financial Statement of Party B certified by independent public accountants Promptly following demand by Party A, but in no event later than 120 days after the end of each fiscal year of Party B Yes Party B Unaudited monthly report of Party B Promptly following demand by Party A Yes Party B Legal opinion in form and substance of Attachment 1 hereto Within 30 days following the execution of this Master Agreement NoConfirmation.

Agreement to Deliver Documents. For the purpose of Section 4(a)Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the Tax forms, following documents, or certificates as applicable. Documents to be delivered are: Party A agrees to complete (accurately and in a manner reasonably satisfactory to Party B), execute, and deliver to Party B, United States Internal Revenue Service Form W-9, or any successor form: (i) before the first Scheduled Payment Date under this Agreement, (ii) before the first Scheduled Payment Date of each successive taxable year of Party A, (iii) promptly upon reasonable demand by Party B, and (iv) promptly upon learning that any such form previously provided by Party A has become obsolete or incorrect. Party B agrees to complete (accurately and in a manner reasonably satisfactory to Party A), execute and deliver to Party A a United States Internal Revenue Form W-BEN, or any successor form, (i) before the first Scheduled Payment Date under this Agreement, (ii) before December 31st of each second succeeding calendar year, (iii) promptly upon reasonable demand by Party A, and (iv) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect. Other documents to be delivered are: are:- Party required to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Party A Duly executed Credit Support Document specified & B Signing Authority being evidence of authority, incumbency and specimen signature of each person executing any document on its behalf in Part 4(d) At execution connection with this Agreement. On the signing of this Master Agreement and, if requested, any Confirmation Yes Party B A most recent copy of the Party’s Annual Report and Accounts. On demand in respect of those which became publicly available prior to the date of this Agreement and, in respect of statements not publicly available at the date of this Agreement, as soon as possible and, in any event, in each case within one hundred and eighty days of the end of the financial year to which they relate Yes Party B Certified Resolution of the Board of Directors approving this Agreement and the arrangements contemplated herein. On the signing of this Agreement Yes Party A and Party B Evidence The power of authority and specimen signatures with respect to the party’s and its Credit Support Provider’s attorney (if any) signatories executing of Party B under which this Agreement and/or any Confirmation is to be executed on behalf of Party B. On the signing of this Agreement Yes Party B A copy of the Articles of Incorporation and By-laws and Certificate of Incorporation (or equivalent constitutional documents) of Party B. On the signing of this Agreement Yes Party B Copies of any statutory and/or regulatory consents, approvals and authorisations necessary for Party B to enter into and perform this Agreement and the On the signing of this Agreement Yes Party required to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Transactions contemplated by this Agreement. Party B The Credit Support Document(s) referred to in Part 4(f) of the Schedule to this Agreement duly executed by the parties thereto. On the signing of this Agreement Yes Party B --- Such legal opinions in form and substance satisfactory to Party A as Party A may require. Party B Confirmation in form and substance satisfactory to Party A that all conditions precedent to the Loan Facility have been satisfied. On the signing of this Agreement Party B A copy of the written acceptance by Party B’s Process Agent of its appointment to receive for Party B and on its behalf service of process in any Proceedings under this Agreement. Any copy documents to be provided under Sections 4(a)(i) and/or 4(a)(ii) of this Agreement by Party B or any Credit Support Document At execution Provider of this Master Agreement Yes Party A and Party B A Certificate certifying (a) resolutions shall be certified by a director or officer of each party’s and its Party B or by a director or officer of the relevant Credit Support Provider’s (if any) board of directors or other governing body (i) authorizing this Agreement and the Transactions contemplated hereby (or the Credit Support Document, as the case may be) and (ii) authorizing a specified person or persons to execute and deliver on its behalf this Agreement (or the Credit Support Document, as being true, complete, accurate and in full force and effect at the case may be), and (b) copies of each party’s and its Credit Support Provider’s (if any) articles of incorporation and bylaws (or other constituent documents) At execution date of this Master Agreement Yes Party A Annual Audited Consolidated Financial Statement of Party A’s Credit Support Provider certified by independent public accountants Promptly following demand by Party B, but in no event later than 120 days after the end of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party A Quarterly Unaudited Consolidated Financial Statement of Party A’s Credit Support Provider Promptly following demand by Party B, but in no event later than 60 days after the end of each of its first three fiscal quarters of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party B Annual Audited Financial Statement of Party B certified by independent public accountants Promptly following demand by Party A, but in no event later than 120 days after the end of each fiscal year of Party B Yes Party B Unaudited monthly report of Party B Promptly following demand by Party A Yes Party B Legal opinion in form and substance of Attachment 1 hereto Within 30 days following the execution of this Master Agreement NoAgreement.

Agreement to Deliver Documents. For the purpose of Section 4(a)Sections 4(a)(i) and (ii) of this Agreement, the Tax forms, documents, or certificates to be delivered are: Party A each party agrees to complete (accurately deliver the following document as applicable: PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE COVERED BY SECTION DELIVERED 3(D) REPRESENTATION Manager Legal opinions as to the validity Upon execution and in a manner reasonably satisfactory to delivery No and enforceability of the obligations of this Agreement of Party B), execute, B and deliver to Party B, United States Internal Revenue Service Form W-9, or any successor form: (i) before the first Scheduled Payment Date Manager under this Agreement, (ii) before the first Scheduled Payment Date of each successive taxable year of Party ATrust Deed, (iii) promptly upon reasonable demand the Security Trust Deed and the Class A-1 Notes in form and substance and issued by Party B, and (iv) promptly upon learning that any such form previously provided by Party A has become obsolete or incorrect. Party B agrees to complete (accurately and in a manner legal counsel reasonably satisfactory to Party A), execute and deliver acceptable to Party A a United States Internal Revenue Form W-BEN, or any successor form, (i) before the first Scheduled Payment Date under this Agreement, (ii) before December 31st of each second succeeding calendar year, (iii) promptly upon reasonable demand by Party A, and (iv) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect. Other documents to be delivered are: Party required to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Party A Duly executed Credit Support Document specified in Part 4(d) At execution of this Master Agreement Yes Party A and Party B Evidence Certified copies of authority all corporate Upon execution and specimen signatures delivery Yes and the Manager authorisations (to be certified by of this Agreement or any an Authorised Officer of the relevant Confirmation relevant party) and any other documents with respect to the party’s execution, delivery and its Credit Support Provider’s (if any) signatories executing performance of this Agreement or any Credit Support Document At execution of this Master Agreement Yes and each Confirmation Party A and Party B A Certificate certifying (a) resolutions of each party’s authority and its Credit Support Provider’s (if any) board specimen Upon execution and delivery Yes signatures of directors or other governing body (i) authorizing individuals executing of this Agreement and this Agreement, Confirmations and each thereafter upon request of Credit Support Document (as applicable) the Transactions contemplated hereby other party Manager Copies (certified to be true copies Upon execution and delivery Yes by an authorised signatory of the of this Agreement Manager) of the Trust Deed, the Security Trust Deed, the Note Trust Deed and the Supplementary Terms Notice Manager A copy (certified to be a true copy Promptly upon any such document Yes by an authorised signatory of the becoming effective in accordance Manager) of any document amending or with its terms varying the terms of the Trust Deed, the Security Trust Deed, the Note Trust Deed or the Credit Support Document, as the case may be) and (ii) authorizing a specified person or persons to execute and deliver on its behalf Supplementary Terms Notice where such amendment affects this Agreement (or the Credit Support Document, as the case may be), and (b) copies of each party’s and its Credit Support Provider’s (if any) articles of incorporation and bylaws (or other constituent documents) At execution of this Master Agreement Yes Party A Annual Audited Consolidated Financial Statement of Party A’s Credit Support Provider certified by independent public accountants Promptly following demand by Party B, but in no event later than 120 days after the end of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes 's rights or obligations under this Agreement Party A Quarterly Unaudited Consolidated Financial Statement A legal opinion as to the validity Upon execution and delivery Yes and enforceability if the obligations of this Agreement of Party A’s Credit Support Provider Promptly following demand by Party B, but in no event later than 60 days after the end of each of its first three fiscal quarters of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party B Annual Audited Financial Statement of Party B certified by independent public accountants Promptly following demand by Party A, but in no event later than 120 days after the end of each fiscal year of Party B Yes Party B Unaudited monthly report of Party B Promptly following demand by Party A Yes Party B Legal opinion in form and substance of Attachment 1 hereto Within 30 days following the execution of under this Master Agreement NoAgreement.

Agreement to Deliver Documents. For the purpose of Section 4(a)Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the Tax forms, following documents, or certificates as applicable. Documents to be delivered are: Party A agrees to complete (accurately and in a manner reasonably satisfactory to Party B), execute, and deliver to Party B, United States Internal Revenue Service Form W-9, or any successor form: (i) before the first Scheduled Payment Date under this Agreement, (ii) before the first Scheduled Payment Date of each successive taxable year of Party A, (iii) promptly upon reasonable demand by Party B, and (iv) promptly upon learning that any such form previously provided by Party A has become obsolete or incorrect. Party B agrees to complete (accurately and in a manner reasonably satisfactory to Party A), execute and deliver to Party A a United States Internal Revenue Form W-BEN, or any successor form, (i) before the first Scheduled Payment Date under this Agreement, (ii) before December 31st of each second succeeding calendar year, (iii) promptly upon reasonable demand by Party A, and (iv) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect. Other documents to be delivered are: are:- Party required to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Party A Duly executed Credit Support Document specified & B Signing Authority being evidence of authority, incumbency and specimen signature of each person executing any document on its behalf in Part 4(d) At execution connection with this Agreement. On the signing of this Master Agreement and, if requested, any Confirmation Yes Party B A most recent copy of the Party's Annual Report and Accounts. On demand in respect of those which became publicly available prior to the date of this Agreement and, in respect of statements not publicly available at the date of this Agreement, as soon as possible and, in any event, in each case within one hundred and eighty days of the end of the financial year to which they relate Yes Party B Certified Resolution of the Board of Directors approving this Agreement and the arrangements contemplated herein. On the signing of this Agreement Yes Party A and Party B Evidence The power of authority and specimen signatures with respect to the party’s and its Credit Support Provider’s attorney (if any) signatories executing of Party B under which this Agreement or and/or any Credit Support Document At execution Confirmation is to be executed on behalf of Party B. On the signing of this Master Agreement Yes Party B A copy of the Articles of Incorporation and By-laws and Certificate of Incorporation (or equivalent constitutional documents) of Party B. On the signing of this Agreement Yes Party B A Certificate certifying (a) resolutions Copies of each party’s any statutory and/or regulatory consents, approvals and its Credit Support Provider’s (if any) board of directors or other governing body (i) authorizing authorisations necessary for Party B to enter into and perform this Agreement and the Transactions contemplated hereby (or by this Agreement. On the signing of this Agreement Yes Party required to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Party B The Credit Support DocumentDocument(s) referred to in Part 4(f) of the Schedule to this Agreement duly executed by the parties thereto. On the signing of this Agreement Yes Party B Such legal opinions in form and substance satisfactory to Party A as Party A may require. Party B Confirmation in form and substance satisfactory to Party A that all conditions precedent to the Loan Facility have been satisfied On the signing of this Agreement Yes Party B A copy of the written acceptance by Party B's Process Agent of its appointment to receive for Party B and on its behalf service of process in any Proceedings under this Agreement. Any copy documents to be provided under Sections 4(a)(i) and/or 4(a)(ii) of this Agreement by Party B or any Credit Support Provider of Party B shall be certified by a director or officer of Party B or by a director or officer of the relevant Credit Support Provider, as the case may be) and (ii) authorizing a specified person or persons to execute and deliver on its behalf this Agreement (or the Credit Support Document, as being true, complete, accurate and in full force and effect at the case may be), and (b) copies of each party’s and its Credit Support Provider’s (if any) articles of incorporation and bylaws (or other constituent documents) At execution date of this Master Agreement Yes Party A Annual Audited Consolidated Financial Statement of Party A’s Credit Support Provider certified by independent public accountants Promptly following demand by Party B, but in no event later than 120 days after the end of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party A Quarterly Unaudited Consolidated Financial Statement of Party A’s Credit Support Provider Promptly following demand by Party B, but in no event later than 60 days after the end of each of its first three fiscal quarters of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party B Annual Audited Financial Statement of Party B certified by independent public accountants Promptly following demand by Party A, but in no event later than 120 days after the end of each fiscal year of Party B Yes Party B Unaudited monthly report of Party B Promptly following demand by Party A Yes Party B Legal opinion in form and substance of Attachment 1 hereto Within 30 days following the execution of this Master Agreement NoAgreement.

Agreement to Deliver Documents. For the purpose of Section 4(a), each party agrees to deliver the Tax forms, following documents, or certificates to be delivered are: Party A agrees to complete (accurately and in a manner reasonably satisfactory to Party B), execute, and deliver to Party B, United States Internal Revenue Service Form W-9, or any successor form: (i) before the first Scheduled Payment Date under this Agreement, (ii) before the first Scheduled Payment Date of each successive taxable year of Party A, (iii) promptly upon reasonable demand by Party B, and (iv) promptly upon learning that any such form previously provided by Party A has become obsolete or incorrect. Party B agrees to complete (accurately and in a manner reasonably satisfactory to Party A), execute and deliver to Party A a United States Internal Revenue Form W-BEN, or any successor form, (i) before the first Scheduled Payment Date under this Agreement, (ii) before December 31st of each second succeeding calendar year, (iii) promptly upon reasonable demand by Party A, and (iv) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect. Other documents to be delivered areas applicable: Party required to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Party A and Party B Duly executed Credit Support Document Documents specified in Part 4(d) At execution of this Master Agreement Yes Party A and Party B United States Internal Revenue Service Form W‑9 At execution of this Master Agreement and as otherwise provided in this Part 3 Yes Party A and Party B Evidence of authority and specimen signatures with respect to the party’s and its Credit Support Provider’s (if any) signatories executing this Agreement or any Credit Support Document At execution of this Master Agreement Yes Party A and Party B A Certificate certifying (a) resolutions of each party’s and its Credit Support Provider’s (if any) board of directors (or other governing body body) (i) authorizing this Agreement and the Transactions contemplated hereby (or the Credit Support Document, as the case may be) and (ii) authorizing a specified person or persons to execute and deliver on its behalf this Agreement (or the Credit Support Document, as the case may be), and (b) copies of each party’s and its Credit Support Provider’s (if any) articles of incorporation and bylaws (or other constituent documents) (or in the case of Party B, its certificate of organization or formation and operating agreement or other constituent documents) At execution of this Master Agreement Yes Party A Annual Audited Consolidated Financial Statement of Party A’s Credit Support Provider certified by independent public accountants Promptly following demand by Party B, but in no event later than 120 days after the end of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party A Quarterly Unaudited Consolidated Financial Statement of Party A’s Credit Support Provider Promptly following demand by Party B, but in no event later than 60 days after the end of each of its the first three fiscal quarters of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party B Annual Audited Consolidated Financial Statement of Party B B’s Credit Support Provider certified by independent public accountants Promptly following demand by Party A, but in no event later than 120 days after the end of each fiscal year of Party B B’s Credit Support Provider Yes Party B Quarterly Unaudited monthly report Consolidated Financial Statement of Party B B’s Credit Support Provider Promptly following demand by Party A Yes A, but in no event later than 60 days after the end of each of the first three fiscal quarters of each fiscal year of Party B Legal opinion in form and substance of Attachment 1 hereto Within 30 days following the execution of this Master Agreement NoB’s Credit Support Provider Yes

Agreement to Deliver Documents. For the purpose of Section 4(a), the Tax forms, documents, or certificates to be delivered are: Party A agrees to complete (accurately and in a manner reasonably satisfactory to Party B), execute, and deliver to Party B, United States Internal Revenue Service Form W-9, or any successor form: (ia) before the first Scheduled Payment Date under this Agreement, (ii) before the first Scheduled Payment Date of each successive taxable year of Party A, (iii) promptly upon reasonable demand by Party B, and (iv) promptly upon learning that any such form previously provided by Party A has become obsolete or incorrect. Party B agrees to complete (accurately and in a manner reasonably satisfactory to Party A), execute and deliver to Party A a United States Internal Revenue Form W-BEN, or any successor form, (i) before the first Scheduled Payment Date under this Agreement, (ii) before December 31st of each second succeeding calendar year, (iii) promptly upon reasonable demand by Party A, and (iv) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect. Other The documents to be delivered are: Party required to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Party A Duly executed Credit Support Document specified in Part 4(d) At execution of this Master Agreement Yes Party A and Party B Evidence of authority of signatories, and specimen signatures with respect to the party’s and its Credit Support Provider’s (if any) signatories executing this Agreement Party A, a Power of Attorney Upon or any Credit Support Document At promptly following execution of this Master Agreement Yes Party A and All Credit Support Documents specified in Part 3(c) herein Upon execution of this Agreement No Party A Most recently prepared annual balance sheet of Party A Promptly following reasonable demand by Party B Yes Party B Most recent annual audited financial statements of the party Promptly following reasonable demand by Party A Yes Party B Legal opinion with respect to Party B in form and substance acceptable to Party A Upon execution of this Agreement and upon execution of any Confirmation No Party A Legal opinion with respect to Party A in form and substance acceptable to Party B Upon execution of this Agreement and upon execution of any Confirmation No Party required to deliver Form/Document/Certificate certifying (aDate by which to be delivered Covered by Section 3(d) Representation Party B Certified resolutions of each partyParty B’s and its Credit Support Provider’s (if any) board of directors or other governing body (i) authorizing this Agreement and the Transactions contemplated hereby (or the Credit Support Document, as the case may be) and (ii) authorizing a specified person or persons to execute and deliver (as appropriate) on its behalf this Agreement (or Agreement, the Credit Support Documentexhibits, as the case may be)supplements, and (b) copies of each party’s attachments hereto, the documents incorporated by reference herein, and its Credit Support Provider’s (if any) articles of incorporation and bylaws (or other constituent documents) the Confirmations hereunder. At execution of this Master Agreement and, in the case of amendments, promptly following the time each such amendment is made Yes Party A Annual Audited Consolidated Financial Statement B Swap Guidelines Upon execution of this Agreement and upon execution of any Confirmation Yes Party AB Evidence that this Agreement and any Transaction hereunder complies with Party B’s Credit Support Provider certified by independent public accountants Promptly following demand by Swap Policy Upon execution of this Agreement and upon execution of any Confirmation Yes Party B Subordinate Indenture Upon execution of this Agreement Party B Sales Tax Extension Bond Indenture and any documents and opinions required to be delivered thereunder in connection with Party B’s payment obligations hereunder Upon the issuance of the Sales Tax Extension Bonds Yes Party B An opinion of counsel to Party B, but in no event later than 120 days after the end of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party A Quarterly Unaudited Consolidated Financial Statement of Party A’s Credit Support Provider Promptly following demand by Party B, but in no event later than 60 days after the end of each of its first three fiscal quarters of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party B Annual Audited Financial Statement of Party B certified by independent public accountants Promptly following demand by Party A, but in no event later than 120 days after the end of each fiscal year of Party B Yes Party B Unaudited monthly report of Party B Promptly following demand by Party A Yes Party B Legal opinion in form and substance acceptable to Party A, (i) as to the enforceability of Attachment 1 hereto Within 30 days following the execution Sales Tax Extension Bond Indenture and (ii) confirming the security and source of this Master payments for Party B’s obligations hereunder as set forth in Section 4(f)(ii) of the Agreement Upon the issuance of the Sales Tax Extension Bonds No

Agreement to Deliver Documents. For the purpose of Section 4(a), the Tax forms, documents, or certificates to be delivered are: Party A agrees to complete (accurately and in a manner reasonably satisfactory to Party B), execute, and deliver to Party B, United States Internal Revenue Service Form W-9, or any successor form: (i4(a)(ii) before the first Scheduled Payment Date under of this Agreement, (ii) before the first Scheduled Payment Date of each successive taxable year of Party A, (iii) promptly upon reasonable demand by Party B, and (iv) promptly upon learning that any such form previously provided by Party A has become obsolete or incorrect. Party B party agrees to complete (accurately and in a manner reasonably satisfactory to Party A)deliver the following documents, execute and deliver to Party A a United States Internal Revenue Form W-BEN, or any successor form, (i) before the first Scheduled Payment Date under this Agreement, (ii) before December 31st of each second succeeding calendar year, (iii) promptly upon reasonable demand by Party A, and (iv) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect. Other documents to be delivered areas applicable: Party required to deliver document documents Form/Document/Document/ Certificate Date by which to be delivered Covered by Section 3(d) Representation Party A Duly executed and Party B Evidence reasonably satisfactory to the other party as to the names, true signatures and authority of the officer or officials signing this Agreement or the Confirmation on its behalf Upon execution of this Agreement and the related Confirmation Yes Party A A copy of the annual report for Party A containing audited and certified financial statements for the most recently ended financial year Upon request, as soon as publicly available Yes Party A Opinions of counsel to Party A and its Credit Support Provider reasonably satisfactory in form and substance to Party B with respect to this Agreement and the Credit Support Document specified in Part 4(d4(e) At Upon execution of this Master Agreement No Party B Certified copies of all documents evidencing the necessary corporate authorizations and approvals with respect to the execution, delivery, and performance of derivatives transactions Upon execution of this Agreement Yes Party A Correct, complete and executed U.S. InternalRevenue Form W-9 or any successor thereto Upon execution of this Agreement, upon the Not applicable Revenue Form W-9 or any successor thereto appointment of a successor Subordination Agent, and at any time upon reasonable request by Party B Evidence of authority Party B Correct, complete and specimen signatures with respect to the party’s and its Credit Support Provider’s (if any) signatories executing this Agreement executed U.S. Internal Revenue Form W-9 or any successor thereto Upon execution of this Agreement, upon the appointment of a successor Subordination Agent, and at any time upon reasonable request by Party A Not applicable Party A Credit Support Document At specified in Part 4(e) Upon execution of this Master Agreement Yes Party A and Party B A Certificate certifying (a) resolutions of each party’s and its Credit Support Provider’s (if any) board of directors or other governing body (i) authorizing this Agreement and the Transactions contemplated hereby (or the Credit Support Document, as the case may be) and (ii) authorizing a specified person or persons to execute and deliver on its behalf this Agreement (or the Credit Support Document, as the case may be), and (b) copies of each party’s and its Credit Support Provider’s (if any) articles of incorporation and bylaws (or other constituent documents) At execution of this Master Agreement Yes Party A Annual Audited Consolidated Financial Statement of Party A’s Credit Support Provider certified by independent public accountants Promptly following demand by Party B, but in no event later than 120 days after the end of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party A Quarterly Unaudited Consolidated Financial Statement of Party A’s Credit Support Provider Promptly following demand by Party B, but in no event later than 60 days after the end of each of its first three fiscal quarters of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party B Annual Audited Financial Statement of Party B certified by independent public accountants Promptly following demand by Party A, but in no event later than 120 days after the end of each fiscal year of Party B Yes Party B Unaudited monthly report of Party B Promptly following demand by Party A Yes Party B Legal opinion in form and substance of Attachment 1 hereto Within 30 days following the execution of this Master Agreement NoYes

Agreement to Deliver Documents. For the purpose of Section 4(a)Sections 4(a)(i) and 4(a)(ii) of this Agreement, each party agrees to deliver the Tax forms, following documents, or certificates as applicable: - Documents to be delivered are: - Covered by Party required to Form/Document/ Date by which Section 3(d) deliver document Certificate to be delivered Representation Party A agrees to complete (accurately & B Signing authority being evidence of authority, incumbency and specimen signature of each person executing any document on its behalf in a manner reasonably satisfactory to Party B), execute, and deliver to Party B, United States Internal Revenue Service Form W-9, or any successor form: (i) before the first Scheduled Payment Date under connection with this Agreement On execution of this Agreement, (ii) before the first Scheduled Payment Date of each successive taxable year of Party Aand if requested, (iii) promptly upon reasonable demand any Confirmation Yes Covered by Party B, and (ivrequired to Form/Document/ Date by which Section3(d) promptly upon learning that any such form previously provided by Party A has become obsolete or incorrect. Party B agrees to complete (accurately and in a manner reasonably satisfactory to Party A), execute and deliver to Party A a United States Internal Revenue Form W-BEN, or any successor form, (i) before the first Scheduled Payment Date under this Agreement, (ii) before December 31st of each second succeeding calendar year, (iii) promptly upon reasonable demand by Party A, and (iv) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect. Other documents document Certificate to be delivered are: Party required to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Party A Duly executed Credit Support Document specified in Part 4(d) At & B A copy of the annual report and consolidated accounts for the most recently ended financial year As soon as practicable after request Yes Party B A copy of the letter from Party B’s process agent confirming acceptance of appointment On execution of this Master Agreement Yes Party B A certified copy of the resolution of Party B’s board of directors (or equivalent) authorizing the execution and delivery of this Agreement and each Confirmation and performance of its obligations hereunder As soon as practicable after request Yes Party B Evidence A certified copy of authority Party B’s memorandum and specimen signatures articles of association (or equivalent constitutive documents) As soon as practicable after request Yes Party B Notification of the occurrence of any Additional Termination Event with respect to the party’s and its Credit Support Provider’s (if any) signatories executing this Agreement or any Credit Support Document At execution of this Master Agreement Yes Party A and which Party B A Certificate certifying (a) resolutions is the Affected Party Within one General Business Day of each party’s and its Credit Support Provider’s (if any) board of directors or other governing body (i) authorizing this Agreement and the Transactions contemplated hereby (or the Credit Support Document, as the case may be) and (ii) authorizing a specified person or persons to execute and deliver on its behalf this Agreement (or the Credit Support Document, as the case may be), and (b) copies of each party’s and its Credit Support Provider’s (if any) articles of incorporation and bylaws (or other constituent documents) At execution of this Master Agreement Yes Party A Annual Audited Consolidated Financial Statement of Party A’s Credit Support Provider certified by independent public accountants Promptly following demand by Party B, but in no event later than 120 days after the end of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party A Quarterly Unaudited Consolidated Financial Statement of Party A’s Credit Support Provider Promptly following demand by Party B, but in no event later than 60 days after the end of each of its first three fiscal quarters of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx occurrence Yes Party B Annual Audited Financial Statement Any other information which Party A may reasonably request from Party B from time to time Upon request of Party B certified by independent public accountants Promptly following demand by Party A, but in no event later than 120 days after the end of each fiscal year of Party B Yes Party B Unaudited monthly report of Party B Promptly following demand by Party A Yes Party B Legal opinion in form and substance of Attachment 1 hereto Within 30 days following the execution of this Master Agreement NoYes

Agreement to Deliver Documents. For the purpose of Section 4(a), the Tax forms, documents, or certificates to be delivered are: Party A agrees to complete (accurately and in a manner reasonably satisfactory to Party B), execute, and deliver to Party B, United States Internal Revenue Service Form W-9, or any successor form: (i4(a)(ii) before the first Scheduled Payment Date under of this Agreement, (iieach party agrees to deliver the following documents, as applicable: COVERED BY PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH TO BE SECTION 3(d) before the first Scheduled Payment Date of each successive taxable year of Party A, (iii) promptly upon reasonable demand by Party B, and (iv) promptly upon learning that any such form previously provided by DELIVER DOCUMENTS CERTIFICATE DELIVERED REPRESENTATION ------------------- --------------------------------- ---------------------- -------------- Party A has become obsolete or incorrect. and Party B agrees to complete (accurately and in a manner Evidence reasonably satisfactory Upon execution of this Yes to the other party as to the Agreement and the names, true signatures and related Confirmation authority of the officer or officials signing this Agreement or the Confirmation on its behalf Party A), execute and deliver A Opinions of counsel to Party A a United States Internal Revenue Form W-BEN, or any successor form, (i) before the first Scheduled Payment Date under Upon execution of this Agreement, (ii) before December 31st of each second succeeding calendar year, (iii) promptly upon reasonable demand by Party A, No and (iv) promptly upon learning that any such its Credit Support Provider Agreement reasonably satisfactory in form previously provided by and substance to Party B has become obsolete or incorrect. Other documents with respect to be delivered are: Party required to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Party A Duly executed this Agreement and the Credit Support Document specified in Part 4(d4(e) At Party B Certified copies of all documents Upon execution of this Master Yes evidencing the necessary Agreement Yes Party A corporate authorizations and Party B Evidence of authority and specimen signatures approvals with respect to the party’s execution, delivery, and its Credit Support Provider’s (if any) signatories executing performance of derivatives transactions Party A Correct, complete and executed Upon execution of this Agreement Not applicable U.S. Internal Revenue Form W-9 or Agreement, upon the any successor thereto appointment of a successor Subordination Agent, and at any time upon reasonable request by Party B Party B Correct, complete and executed Upon execution of this Not applicable U.S. Internal Revenue Form W-9 or Agreement, upon the any successor thereto appointment of a successor Subordination Agent, and at any time upon reasonable request by Party A Party A Credit Support Document At specified Upon execution of this Master Agreement Yes Party A and Party B A Certificate certifying (ain Part 4(e) resolutions of each party’s and its Credit Support Provider’s (if any) board of directors or other governing body (i) authorizing this Agreement and the Transactions contemplated hereby (or the Credit Support Document, as the case may be) and (ii) authorizing a specified person or persons to execute and deliver on its behalf this Agreement (or the Credit Support Document, as the case may be), and (b) copies of each party’s and its Credit Support Provider’s (if any) articles of incorporation and bylaws (or other constituent documents) At execution of this Master Agreement Yes Party A Annual Audited Consolidated Financial Statement of Party A’s Credit Support Provider certified by independent public accountants Promptly following demand by Party B, but in no event later than 120 days after the end of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party A Quarterly Unaudited Consolidated Financial Statement of Party A’s Credit Support Provider Promptly following demand by Party B, but in no event later than 60 days after the end of each of its first three fiscal quarters of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party B Annual Audited Financial Statement of Party B certified by independent public accountants Promptly following demand by Party A, but in no event later than 120 days after the end of each fiscal year of Party B Yes Party B Unaudited monthly report of Party B Promptly following demand by Party A Yes Party B Legal opinion in form and substance of Attachment 1 hereto Within 30 days following the execution of this Master Agreement NoAgreement

Agreement to Deliver Documents. For the purpose of Section 4(a), the Tax forms, documents, or certificates to be delivered are: Party A agrees to complete (accurately and in a manner reasonably satisfactory to Party B), execute, and deliver to Party B, United States Internal Revenue Service Form W-9, or any successor form: (i) before the first Scheduled Payment Date under of this Agreement, (ii) before the first Scheduled Payment Date of each successive taxable year of Party A, (iii) promptly upon reasonable demand by Party B, and (iv) promptly upon learning that any such form previously provided by Party A has become obsolete or incorrect. Party B party agrees to complete (accurately and in a manner reasonably satisfactory to Party A)deliver the following documents, execute and deliver to Party A a United States Internal Revenue Form W-BEN, or any successor form, (i) before the first Scheduled Payment Date under this Agreement, (ii) before December 31st of each second succeeding calendar year, (iii) promptly upon reasonable demand by Party A, and (iv) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect. Other documents to be delivered areas applicable: Party required to deliver document FormPARTY REQUIRED TO DELIVER FORM/DocumentDOCUMENT/Certificate Date by which to be delivered Covered by Section CERTIFICATE DATE BY WHICH TO BE DELIVERED COVERED BY SECTION 3(d) Representation Party A Duly executed Credit Support Document specified in Part 4(d) At execution of this Master Agreement Yes Party A and Party B Evidence Certified copies of authority all documents evidencing necessary corporate and specimen signatures other authorizations and approvals with respect to the party’s execution, delivery and its performance by the party and any Credit Support Provider’s (if any) signatories executing Provider of this Agreement or Agreement, any Credit Support Document At and any Confirmation, including, where applicable, certified copies of the resolutions of its Board of Directors authorizing the execution and delivery of this Agreement, the relevant Credit Support Document or any Confirmation. Upon execution of this Master Agreement and promptly at the request of the other party upon execution of a Confirmation Yes Party A and Party B A Certificate certifying certificate of an authorized officer of the party and any Credit Support Provider as to the incumbency and authority of the officers of the party and any Credit Support Provider signing this Agreement, any Credit Support Document or any Confirmation. Upon execution of this Agreement and promptly at the request of the other party upon execution of a Confirmation Yes [Party A] Guaranty of [_______] in a form acceptable to Party B. As soon as practicable, but no later than upon execution of this Agreement. No Party A and Party B With respect to Party A, a copy of the most recent annual report (aand each annual report thereafter) resolutions [___________], and with respect to Party B, a copy of the most recent audited financial statements (and each audited financial statements thereafter) of Party B, containing in all cases audited consolidated financial statements for each fiscal year during which this Agreement is in effect certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized Promptly after request by the other party Yes Party A and Party B With respect to Party A, a copy of the unaudited consolidated financial statements of [___________], and with respect to Party B, a copy of the unaudited consolidated financial statements of Party B, in each case for each fiscal quarter during which this Agreement is in effect prepared in accordance with generally accepted accounting principles in the United States or in the country in which such party is organized. Promptly after request by the other party. Yes. Party A and Party B A copy of each party’s and its Credit Support Provider’s (if any) board of directors regular financial or other governing body business reporting document that is (i) authorizing this Agreement distributed or made generally available by, with respect to Party A, [___________], and the Transactions contemplated hereby (with respect to Party B, Party B, to its respective shareholders or the Credit Support Document, as the case may be) and investors or (ii) authorizing a specified person filed by, with respect to Party A, [___________], and with respect to Party B, Party B in accordance with the disclosure requirements of any applicable statute, rule, regulation or persons judicial decree and made available for public inspection. Promptly after request by the other party. Yes Party A and Party B An opinion of counsel to execute such party and deliver on its behalf this Agreement (or the any Credit Support Document, as Provider for such Party in form acceptable to the case may be), and (b) copies of each other party’s and its Credit Support Provider’s (if any) articles of incorporation and bylaws (or other constituent documents) At . Upon execution of this Master Agreement Yes Party A Annual Audited Consolidated Financial Statement of Party A’s Credit Support Provider certified by independent public accountants Promptly following demand by Party B, but in no event later than 120 days after the end of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party A Quarterly Unaudited Consolidated Financial Statement of Party A’s Credit Support Provider Promptly following demand by Party B, but in no event later than 60 days after the end of each of its first three fiscal quarters of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party B Annual Audited Financial Statement of Party B certified by independent public accountants Promptly following demand by Party A, but in no event later than 120 days after the end of each fiscal year of Party B Yes Party B Unaudited monthly report of Party B Promptly following demand by Party A Yes Party B Legal opinion in form and substance of Attachment 1 hereto Within 30 days following the execution of this Master Agreement Agreement. No

Agreement to Deliver Documents. For the purpose purposes of Section 4(aSections 3(d), the Tax forms, documents, or certificates to be delivered are: Party A agrees to complete 4(a)(i) and (accurately and in a manner reasonably satisfactory to Party B), execute, and deliver to Party B, United States Internal Revenue Service Form W-9, or any successor form: (iii) before the first Scheduled Payment Date under of this Agreement, (ii) before the first Scheduled Payment Date of each successive taxable year of Party A, (iii) promptly upon reasonable demand by Party B, and (iv) promptly upon learning that any such form previously provided by Party A has become obsolete or incorrect. Party B party agrees to complete (accurately and in a manner reasonably satisfactory to Party A), execute and deliver to Party A a United States Internal Revenue Form W-BEN, or any successor form, (i) before supply the first Scheduled Payment Date under this Agreement, (ii) before December 31st of each second succeeding calendar year, (iii) promptly upon reasonable demand by Party A, and (iv) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect. Other documents to be delivered arefollowing documents: Party required to deliver document FormPARTY REQUIRED FORM/Document/Certificate Date by which to be delivered Covered by Section DOCUMENT/ DATE BY WHICH COVERED BY SECTION TO DELIVER DOCUMENT: CERTIFICATE: TO BE DELIVERED: 3(d) Representation Party A Duly executed Credit Support Document specified in Part 4(d) At execution of this Master Agreement Yes REPRESENTATION: Party A and Party B Evidence of the authority On or before execution of Yes and specimen true signatures with respect to the party’s of each this Agreement and its Credit Support Provider’s (if any) signatories executing each official or representative Confirmation forming a part signing this Agreement or any Credit Support Document At of this Agreement. Confirmation on its behalf. Party B Opinion of Party B’s legal On or before execution of Yes counsel in a form this Agreement. satisfactory to Party A regarding (inter alia) the power and authority of Party B to enter into this Agreement and Transactions hereunder. Party B Evidence reasonably On or before execution of Yes satisfactory to Party A this Agreement. authorising Party B’s execution of this Master Agreement Yes and each Confirmation and performance of Party A and B’s obligations. Party B A Certificate certifying (a) resolutions of each party’s and its Credit Support Provider’s (if any) board of directors or other governing body (i) authorizing this Agreement and the Transactions contemplated hereby (or the Credit Support Document, as the case may be) and (ii) authorizing a specified person or persons to execute and deliver on its behalf this Agreement (or the Credit Support Document, as the case may be), and (b) copies of each party’s and its Credit Support Provider’s (if any) articles of incorporation and bylaws (or other constituent documents) At execution of this Master Agreement Yes Party A Annual Audited Consolidated As soon as practicable but Yes Financial Statement Statements in any event within 90 days of Party A’s Credit Support Provider certified by independent public accountants Promptly following demand by Party B, but in no event later than 120 days after the end of each fiscal financial year Party B Copy of the monthly Within 15 days of the last Yes investment report Local Business Day in prepared by the each calendar month investment adviser and sent to investors, to include NAV information, performance commentary/attribution, and summary portfolio information Party B Confirmation of the NAV Within 15 days of the last Yes and NAV per share of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party A Quarterly Unaudited Consolidated Financial Statement of Party A’s Credit Support Provider Promptly following demand by Local Business Day in B to be provided directly each calendar month from Party B, but in no event later than 60 days after the end of each of its first three fiscal quarters of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Administrator Party B Annual Audited Financial Statement Any other information which Upon request of Party B certified by independent public accountants Promptly following demand by Party A, but in no event later than 120 days after the end of each fiscal year of Party B Yes Party B Unaudited monthly report of Party B Promptly following demand by Party A Yes Party A may reasonably request from Party B Legal opinion in form and substance from time to time Party B Letter of Attachment 1 hereto Within 30 days following Process Agent of On or before execution of Yes Party B confirming this Agreement. acceptance of appointment. Party B Certified copy of the On or before execution of Yes resolution of Party B’s this Agreement. Board of Directors (or equivalent authorising documentation) authorising the execution and delivery of this Master Agreement Noand each Confirmation and performance of its obligations hereunder. Miscellaneous

Agreement to Deliver Documents. For the purpose of Section 4(a), the Tax forms, documents, or certificates to be delivered are: Party A agrees to complete (accurately and in a manner reasonably satisfactory to Party B), execute, and deliver to Party B, United States Internal Revenue Service Form W-9, or any successor form: (i4(a)(ii) before the first Scheduled Payment Date under of this Agreement, (iieach party agrees to deliver the following documents, as applicable: COVERED BY PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH TO BE SECTION 3(D) before the first Scheduled Payment Date of each successive taxable year of Party A, (iii) promptly upon reasonable demand by Party B, and (iv) promptly upon learning that any such form previously provided by DELIVER DOCUMENTS CERTIFICATE DELIVERED REPRESENTATION Party A has become obsolete or incorrect. Party B agrees to complete (accurately and in a manner Evidence reasonably satisfactory to Party A), execute and deliver to Party A a United States Internal Revenue Form W-BEN, or any successor form, (i) before the first Scheduled Payment Date under this Agreement, (ii) before December 31st of each second succeeding calendar year, (iii) promptly upon reasonable demand by Party A, and (iv) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect. Other documents to be delivered are: Party required to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Party A Duly executed Credit Support Document specified in Part 4(d) At Upon execution of this Master Agreement Yes Party A and Party B Evidence satisfactory to the Agreement and the other party as to the related Confirmation names, true signatures and authority of authority the officer or officials signing this Agreement or the Confirmation on its behalf Party A A copy of the annual Upon request, as soon Yes report for Party A as publicly available containing audited and specimen signatures certified financial statements for the most recently ended financial year Party A Opinions of counsel to Upon execution of this No Party A reasonably Agreement satisfactory in form and substance to Party B with respect to this Agreement Party B Certified copies of Upon execution of this Yes all documents Agreement evidencing the necessary corporate authorizations and approvals with respect to the party’s execution, delivery, and its Credit Support Provider’s (if any) signatories executing this Agreement or any Credit Support Document At performance of derivatives transactions Party B Correct, complete and Upon execution of this Master Agreement Yes Party A and Party B A Certificate certifying (a) resolutions Not applicable executed U.S. Internal Agreement, upon the Revenue Form W-9 or appointment of each party’s and its Credit Support Provider’s (if any) board of directors or other governing body (i) authorizing this Agreement and the Transactions contemplated hereby (or the Credit Support Document, as the case may be) and (ii) authorizing a specified person or persons to execute and deliver on its behalf this Agreement (or the Credit Support Document, as the case may be)any successor thereto successor Subordination Agent, and (b) copies of each party’s and its Credit Support Provider’s (if any) articles of incorporation and bylaws (or other constituent documents) At execution of this Master Agreement Yes Party A Annual Audited Consolidated Financial Statement of Party A’s Credit Support Provider certified by independent public accountants Promptly following demand by Party B, but in no event later than 120 days after the end of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party A Quarterly Unaudited Consolidated Financial Statement of Party A’s Credit Support Provider Promptly following demand by Party B, but in no event later than 60 days after the end of each of its first three fiscal quarters of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party B Annual Audited Financial Statement of Party B certified by independent public accountants Promptly following demand any time upon reasonable request by Party A, but in no event later than 120 days after the end of each fiscal year of Party B Yes Party B Unaudited monthly report of Party B Promptly following demand by Party A Yes Party B Legal opinion in form and substance of Attachment 1 hereto Within 30 days following the execution of this Master Agreement No

Agreement to Deliver Documents. For the purpose of Section 4(a), each party agrees to deliver the following documents, as applicable: Tax forms, documents, or certificates to be delivered are: Party A agrees to complete (accurately and in a manner reasonably satisfactory to Party B), execute, and deliver to Party B, United States Internal Revenue Service Form W-9, or any successor form: (i) before the first Scheduled Payment Date under this Agreement, (ii) before the first Scheduled Payment Date of each successive taxable year of Party A, (iii) promptly upon reasonable demand by Party B, and (iv) promptly upon learning that any such form previously provided by Party A has become obsolete or incorrect. Party B agrees to complete (accurately and in a manner reasonably satisfactory to Party A), execute and deliver to Party A a United States Internal Revenue Form W-BEN, or any successor form, (i) before the first Scheduled Payment Date under this Agreement, (ii) before December 31st of each second succeeding calendar year, (iii) promptly upon reasonable demand by Party A, and (iv) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrectNone. Other documents to be delivered are: (Please see next page) Party required to deliver Deliver document Form/Document/Certificate Date by which Which to be delivered Delivered Covered by Section 3(d) Representation Party A Duly executed Credit Support Document specified in Part 4(d) At execution of this Master Agreement Yes Party A and Party B Evidence of authority and specimen signatures with respect to the party’s and its Credit Support Provider’s (if any) signatories executing this Agreement or any Credit Support Document At execution of this Master Agreement Yes Party A and Party B A Certificate certifying (a) resolutions of each party’s and its Credit Support Provider’s (if any) board of directors or other governing body (i) authorizing this Agreement and the Transactions contemplated hereby (or the Credit Support Document, as the case may be) and (ii) authorizing a specified person or persons to execute and deliver on its behalf this Agreement (or the Credit Support Document, as the case may be), and (b) copies of each party’s and its Credit Support Provider’s (if any) articles of incorporation and bylaws (or other constituent documents) At execution of this Master Maser Agreement Yes Party A Most recent Annual Audited Consolidated Financial Statement of Party A’s Credit Support Provider certified by independent public accountants Promptly following demand by Party B, but in no event later than 120 days after the end of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx A Yes Party A Most recent Quarterly Unaudited Consolidated Financial Statement of Party A’s Credit Support Provider Promptly following demand by Party B, but in no event later than 60 days after the end of each of its first three fiscal quarters of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx B Yes Party B Most recent Annual Audited Consolidated Financial Statement of Party B certified by independent public accountants Promptly following demand by Party A, but in no event later than 120 days after the end of each fiscal year of Party B A Yes Party B Most recent Quarterly Unaudited monthly report Consolidated Financial Statement of Party B Promptly following demand by Party A Yes Party B Legal opinion in form and substance of Attachment 1 hereto Within 30 days following the execution of this Master Agreement NoYes

Agreement to Deliver Documents. For the purpose purposes of Section 4(a), the Tax forms, documents, or certificates to be delivered are: Party A agrees to complete (accurately 4(a)(i) and in a manner reasonably satisfactory to Party B), execute, and deliver to Party B, United States Internal Revenue Service Form W-9, or any successor form: (i) before the first Scheduled Payment Date under this Agreement, (ii) before of the first Scheduled Payment Date of each successive taxable year of Party AISDA Form, (iii) promptly upon reasonable demand by Party B, and (iv) promptly upon learning that any such form previously provided by Party A has become obsolete or incorrectthe parties agree to deliver the following documents as applicable. Party B agrees to complete (accurately and in a manner reasonably satisfactory to Party A), execute and deliver to Party A a United States Internal Revenue Form W-BEN, or any successor form, (i) before the first Scheduled Payment Date under this Agreement, (ii) before December 31st of each second succeeding calendar year, (iii) promptly upon reasonable demand by Party A, and (iv) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect. Other documents to be delivered are: Party required to deliver document Form/Document/Certificate Date by which to deliver document be delivered UBS AG and Any form or document required Promptly upon Counterparty or reasonably requested to allow reasonable demand the other party to make payments by the other party. without any deduction or withholding for or on account of any Tax, or with such deduction or withholding at a reduced rate. Counterparty One duly executed and completed U.S. Internal Revenue Service Form W-9 (or successor thereto) Counterparty With respect to each of the Class 1-A-11 Certificate Holders, any form or document required or reasonably requested to allow the other party to make payments without any deduction or withholding for or on account of any Tax, or with such deduction or withholding at a reduced rate. Party required to Form/Document/ Date by which to Covered by Section 3(d) deliver document Certificate be delivered Representation Party A Duly executed Credit Support Document specified in Part 4(d) At UBS AG Any documents required by the Upon the execution Yes receiving party to evidence the and delivery of this Master Agreement Yes Party A and Party B Evidence authority of authority and specimen signatures with respect to the party’s and its Credit Support Provider’s (if any) signatories executing this Agreement or any Credit Support Document At execution of this Master Agreement Yes Party A and Party B A Certificate certifying (a) resolutions of each party’s and its Credit Support Provider’s (if any) board of directors or other governing body (i) authorizing this delivering party Agreement and the Transactions contemplated hereby (or the Credit Support Document, as the case may be) and (ii) authorizing a specified person or persons such for it to execute and deliver on this Confirmation and to evidence the authority of the delivering party to perform its behalf obligations under this Agreement (or the Credit Support DocumentTransaction governed by this Confirmation Party required to Form/Document/ Date by which to Covered by Section 3(d) deliver document Certificate be delivered Representation UBS AG A certificate of an authorized Upon the execution Yes officer of the party, as to the case may be), and (b) copies of each party’s and its Credit Support Provider’s (if any) articles of incorporation and bylaws (or other constituent documents) At execution delivery of this Master Agreement Yes Party A Annual Audited Consolidated Financial Statement incumbency and authority of Party A’s Credit Support Provider certified by independent public accountants Promptly following demand by Party B, but in no event later than 120 days after the end Confirmation respective officers of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page the party signing this Confirmation Relationship Between Parties Each party will be deemed to represent to the other party on the World Wide Web at xxx.xxxxx.xxx Yes Party A Quarterly Unaudited Consolidated Financial Statement date on which it enters into this Transaction that (in the absence of Party A’s Credit Support Provider Promptly following demand by Party B, but in no event later than 60 days after a written agreement between the end of each of its first three fiscal quarters of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on parties which expressly imposes affirmative obligations to the World Wide Web at xxx.xxxxx.xxx Yes Party B Annual Audited Financial Statement of Party B certified by independent public accountants Promptly following demand by Party A, but in no event later than 120 days after the end of each fiscal year of Party B Yes Party B Unaudited monthly report of Party B Promptly following demand by Party A Yes Party B Legal opinion in form and substance of Attachment 1 hereto Within 30 days following the execution of contrary for this Master Agreement NoTransaction):

Agreement to Deliver Documents. For the purpose of Section 4(a), the Tax forms, documents, or certificates to be delivered are: Party A agrees to complete (accurately and in a manner reasonably satisfactory to Party B), execute, and deliver to Party B, United States Internal Revenue Service Form W-9, or any successor form: (i) before the first Scheduled Payment Date under this Agreement, (ii) before the first Scheduled Payment Date of each successive taxable year of Party A, (iii) promptly upon reasonable demand by Party B, and (iv) promptly upon learning that any such form previously provided by Party A has become obsolete or incorrect. Party B agrees to complete (accurately and in a manner reasonably satisfactory to Party A), execute and deliver to Party A a United States Internal Revenue Form W-BEN, or any successor form, (i) before the first Scheduled Payment Date under this Agreement, (ii) before December 31st of each second succeeding calendar year, (iii) promptly upon reasonable demand by Party A, and (iv) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect. Other documents to be delivered are: Party required to deliver document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation Party A Duly executed Credit Support Document specified in Part 4(d) At execution of this Master Agreement Yes Party A and Party B Evidence of authority and specimen signatures with respect to the party’s and its Credit Support Provider’s (if any) signatories executing this Agreement or any Credit Support Document At execution of this Master Agreement Yes Party A and Party B A Certificate certifying (a) resolutions of each party’s and its Credit Support Provider’s (if any) board of directors or other governing body (i) authorizing this Agreement and the Transactions contemplated hereby (or the Credit Support Document, as the case may beSections 4(a)(i) and (ii) authorizing a specified person or persons to execute and deliver on its behalf this Agreement (or the Credit Support Document, as the case may be), and (b) copies of each party’s and its Credit Support Provider’s (if any) articles of incorporation and bylaws (or other constituent documents) At execution of this Master Agreement Yes Party A Annual Audited Consolidated Financial Statement of Party A’s Credit Support Provider certified by independent public accountants Promptly Agreement, each party agrees to deliver the following demand by Party B, but in no event later than 120 days after the end of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes Party A Quarterly Unaudited Consolidated Financial Statement of Party A’s Credit Support Provider Promptly following demand by Party B, but in no event later than 60 days after the end of each of its first three fiscal quarters of each fiscal year of Party A’s Credit Support Provider if such Financial Statement is not available on “XXXXX” or Party A’s Credit Support Provider’s home page on the World Wide Web at xxx.xxxxx.xxx Yes document as applicable: PARTY REQUIRED TO DATE BY WHICH TO BE COVERED BY SECTION DELIVER DOCUMENT FORM/DOCUMENT / CERTIFICATE DELIVERED 3(D) REPRESENTATION ----------------- --------------------------------- ------------------------ ------------------- Party B Annual Audited Financial Statement Legal opinions as to the validity Upon execution and No and enforceability of the delivery of this obligations of Party B certified by independent public accountants Promptly following demand by Party Aunder this Agreement Agreement, but in no event later than 120 days after the end of each fiscal year of Party B Yes Party B Unaudited monthly report of Party B Promptly following demand by Party A Yes Party B Legal opinion Trust Deed, the Security Trust Deed and the Notes in form and substance and issued by legal counsel reasonably acceptable to Party A Party A and Party Certified copies of Attachment 1 hereto Within 30 days following the all corporate Upon execution and Yes B authorisations (to be certified delivery of this Master by an Authorised Officer of the Agreement Noor any relevant party) and any other relevant Confirmation documents with respect to the execution, delivery and performance of this Agreement and each Confirmation Party A and Party Certificate of authority and Upon execution and Yes B specimen signatures of delivery of this individuals executing this Agreement and Agreement, Confirmations and each thereafter upon Credit Support Document (as request of the other applicable) party Party B and Trust Copies (certified to be true Upon execution and Yes Manager copies by an authorised signatory delivery of this of Party B or the Trust Manager) Agreement of the Trust Deed, the Security Trust Deed, the Note Trust Deed and the Supplementary Terms Notice Party B and Trust A copy (certified to be a true Promptly upon any such Yes Manager copy by an authorised signatory document becoming of Party B or the Trust Manager) effective in of any document amending or accordance with its varying the terms of the Trust terms Deed, the Security Trust Deed, the Note Trust Deed or the Supplementary Terms Notice where such amendment affects this Agreement or Party A's rights or obligations under this Agreement