Common use of Services of the Asset Monitor Clause in Contracts

Services of the Asset Monitor. 2.1 Subject to Clauses 2.2 and 2.5 below, if the Calculation Date immediately preceding an anniversary of the Programme Date falling after the date hereof falls prior to service of a Notice to Pay or a Fund Acceleration Notice, and subject to receipt of the information to be provided to it by the Cash Manager in accordance with Clause 3 below in relation to the calculations performed by the Cash Manager regarding the relevant Asset Coverage Test, the Asset Monitor shall as soon as reasonably practicable (and in any event not later than 10 Business Days following receipt of such information from the Cash Manager), test the arithmetic accuracy of the calculations performed by the Cash Manager in relation to the Asset Coverage Test on the Calculation Date immediately preceding each anniversary of the Programme Date, with a view to confirmation of the arithmetical accuracy or otherwise of such calculations. 2.2 Following the service of an Asset Coverage Test Breach Notice (which has not been revoked), and subject to receipt of the information to be provided to the Asset Monitor in accordance with Clause 3 below, the Asset Monitor shall conduct the tests of the Cash Manager's calculations referred to in Clause 2.1 above in respect of every Calculation Date, as applicable, as soon as reasonably practicable (and in any event not later than 10 Business Days following receipt of the relevant information from the Cash Manager). Following revocation or withdrawal of an Asset Coverage Test Breach Notice the tests of the Cash Manager's calculations will be conducted by the Asset Manager annually in accordance with Clause 2.1 above. 2.3 If the tests conducted by the Asset Monitor in accordance with Clauses 2.1 and 2.2, as applicable, reveal errors in the relevant calculations performed by the Cash Manager such that: (a) the Asset Coverage Test has been failed on the relevant Calculation Date (where the Cash Manager had recorded it as being satisfied); or (b) the reported Adjusted Aggregate Loan Amount is mis-stated by the Cash Manager by an amount exceeding one per cent. of the Adjusted Aggregate Loan Amount (as at the date of the relevant Asset Coverage Test), as calculated by the Asset Monitor based on the figures supplied by the Cash Manager, and subject to receipt of the information to be provided to the Asset Monitor in accordance with Clause 3 below, for a period of six months thereafter the Asset Monitor shall conduct the tests of the Cash Manager's calculations referred to in Clause 2.1 in respect of every Calculation Date occurring during that six month period. The Asset Monitor shall perform those tests as soon as reasonably practicable and in any event not later than 10 Business Days following receipt of the relevant information from the Cash Manager. 2.4 Subject to receipt of information to be provided to it by the Cash Manager in accordance with Clause 3 below in relation to the calculations performed by the Cash Manager, as soon as reasonably practicable (and in any event before the expiry of the relevant 10 Business Day period referred to in, as applicable, Clauses 2.1 to 2.3 (inclusive) above), the Asset Monitor shall notify, on a confidential basis, the parties to this Agreement, in writing, of the relevant calculations performed by the Cash Manager and of the results of its tests of the arithmetical accuracy of the Cash Manager's calculations, attached to a copy of the relevant calculations performed by the Cash Manager. If the calculations performed by the Cash Manager are not arithmetically accurate, the written notification by the Asset Monitor shall notify on a confidential basis, the parties to this Agreement in writing of the discrepancies identified in the Asset Monitor Report which is required to be delivered pursuant to Clause 2.7. 2.5 Other than in relation to the testing by the Asset Monitor of the arithmetic accuracy of the calculations performed by the Cash Manager in accordance with the provisions of this Agreement, the Asset Monitor is entitled, subject to Clause 2.6, to assume that all information provided to the Asset Monitor in accordance with Clause 3.1 is true and correct and is complete and not misleading and is not required to conduct an audit or other similar examination in respect of or otherwise take steps to verify the accuracy or completeness of such information or of any sources from which such information has been extracted by the Cash Manager, save that the Asset Monitor will be required to advise the Cash Manager if it has not been provided with any of those figures referred to in Clause 3.1. Furthermore, the Asset Monitor shall not be required to confirm whether the information provided to it by the Cash Manager: (i) has been accurately extracted from the sources identified therein or agrees with any underlying accounting or other information; or (ii) is presented in compliance with any relevant accounting or other definitions as to its elements and composition. 2.6 As soon as reasonably practicable following receipt of information from the Cash Manager in accordance with Clause 3.1, the Asset Monitor shall check that information against the information contained in the latest Monthly Report prepared by the Servicer for any obvious errors or inconsistencies and, if it detects any such obvious errors or inconsistencies, shall notify the other parties to this Agreement of them. Following such notification, and within three Business Days of receipt of such notification, the Cash Manager shall provide such further or amended information to the Asset Monitor as is necessary to remedy such obvious errors or inconsistencies or shall confirm the accuracy of the information provided in accordance with Clause 3.1. The 10 Business Day period referred to in, as applicable, Clauses 2.1 to 2.3 (inclusive) above, shall commence on and from the date that the Asset Monitor has received such further or amended information from the Cash Manager. 2.7 On completion of its calculations and procedures in respect of a Calculation Date for the purposes of this Clause 2, the Asset Monitor will deliver the Asset Monitor Report to the Cash Manager, the Fund, the Issuer and the Representative (in their respective capacities, collectively referred to in this Agreement as the Recipients). 2.8 Each Asset Monitor Report and any advice the Asset Monitor provides to the Recipients in connection with this Agreement are for the exclusive use of the Recipients (in their respective capacities in which they contract as parties to this Agreement) in the context of the Programme and is provided subject to and in accordance with the terms of this Agreement. Each Asset Monitor Report and such advice should not be used for any other purpose, recited or referred to in any document, copied or made available (in whole or in part) to any person other than the parties to this Agreement, without the Asset Monitor's prior written express consent. The Recipients acknowledge that were they to do so (and without limitation) this could expose the Asset Monitor to a risk that a third party who otherwise would not have access to any such Asset Monitor Reports or advice might claim to have relied upon such Asset Monitor Report or advice to its detriment and might bring or threaten to bring an action, claim or proceedings against the Asset Monitor. Save as expressly provided by this Agreement, no person other than the Recipients may rely on the Asset Monitor Report, or any advice and/or information derived from them. The Asset Monitor has no responsibility or liability to any other party (including, without limitation, any Dealer) who is shown or gains access to any Asset Monitor Report or advice. 2.9 Nothing in this Agreement precludes the Asset Monitor from taking such steps as are necessary in order to comply with any legal or regulatory requirement or any professional or ethical rules of any relevant professional body of which the Asset Monitor or any of its partners or employees is, at the time, a member. 2.10 The Asset Monitor has no responsibility to update any Asset Monitor Report or advice for events occurring after its completion (which, unless provided otherwise in this Agreement, will be the date on which the final Asset Monitor Report is delivered or signed), nor to monitor its continuing relevance or suitability for the purposes of any Recipient.

Services of the Asset Monitor. 2.1 Subject to Clauses 2.2 and 2.5 below, if the Calculation Date immediately preceding an anniversary The Asset Monitor shall in respect of the Programme Date falling after perform the services to be performed by a cover pool monitor set out in Section 7.3 of the Guide. The reports of the Asset Monitor prepared and delivered pursuant to subsections (a) and (b) below, shall each be referred to as the “Asset Monitor Report”. The reports of the Asset Monitor prepared and delivered in accordance with the Guide shall each be referred to as the “Specified Auditing Procedures Report”. In addition to the services to be performed pursuant to Section 7.3 of the Guide: (a) the Cash Manager shall conduct the Asset Coverage Test in respect of each Calculation Period for which the Asset Monitor is required to conduct arithmetic testing in accordance with the terms hereof on or before the date hereof falls that is at least five (5) Business Days prior to service the Guarantor LP Payment Date immediately following such Calculation Period. The Asset Monitor shall, in respect of each Calculation Period immediately preceding a Notice to Pay or a Fund Acceleration Noticeproposed Issue Date, and subject to due receipt of the information to be provided to it the Asset Monitor by the Cash Manager in accordance with Clause Section 3 below in relation to the calculations performed by the Cash Manager regarding the relevant Asset Coverage Test, test the arithmetic accuracy of the calculations performed by the Cash Manager in relation to the Cash Manager’s calculations of the Asset Coverage Test in respect of such period, with a view to confirmation of the accuracy or otherwise of such calculations, and report on the same to the Cash Manager and the Bond Trustee by no later than five (5) Business Days following the receipt of such information. (b) after the occurrence of an Issuer Event of Default, the Cash Manager shall conduct the Amortization Test in respect of each Calculation Period on or before the date that is at least five (5) Business prior to the Guarantor LP Payment Date immediately following such Calculation Period. The Asset Monitor shall, in respect of each Calculation Period immediately preceding a proposed Issue Date, subject to due receipt of the information to be provided to the Asset Monitor shall as soon as reasonably practicable (and in any event not later than 10 Business Days following receipt of such information from by the Cash Manager)Manager in accordance with Section 3 below in relation to the calculations performed by the Cash Manager regarding the relevant Amortization Test, test the arithmetic accuracy of the calculations performed by the Cash Manager in relation to the Asset Coverage Test on the Calculation Date immediately preceding each anniversary Cash Manager’s calculations of the Programme DateAmortization Test in respect of such period, with a view to confirmation of the arithmetical accuracy or otherwise of such calculations, and report on the same to the Cash Manager and the Bond Trustee by no later than five (5) Business Days following the receipt of such information. 2.2 Following Upon receipt by CMHC of advice from the service Asset Monitor pursuant to Section 7.3.3 of an the Guide, CMHC may request from the Asset Coverage Test Breach Notice Monitor such additional information and explanation concerning the matters reported therein as may be reasonably necessary for CMHC to verify that the Issuer, Guarantor LP and/or the Programme are in compliance with any requirement of Section 1.4.6, Section 3.6.8(a) and (which has not been revokedb), Section 3.6.9(i), and subject to Section 3.6.17 of the Guide. Upon receipt of any such request, the Asset Monitor shall promptly notify the Issuer, the Guarantor LP and the Bond Trustee in writing of receipt thereof and unless otherwise prohibited shall provide details as to the nature of any such request. 2.3 Upon a request from CMHC, the Asset Monitor shall advise the Issuer, the Guarantor LP and the Bond Trustee on such matters and at such times and intervals, as CMHC may reasonably request, if necessary for CMHC to verify that the Issuer, Guarantor LP and/or the Programme are in compliance with any requirement of Section 1.4.6, Section 3.6.8(a) and (b), Section 3.6.9(i), and Section 3.6.17 of the Guide. Upon receipt of any such request, the Asset Monitor shall promptly notify the Issuer, the Guarantor LP and the Bond Trustee in writing of receipt thereof and unless otherwise prohibited shall provide details as to the nature of any such request. 2.4 The Asset Monitor is entitled to assume that all information to be and records provided to the Asset Monitor in accordance with Clause Section 3 below, the Asset Monitor shall conduct the tests of the Cash Manager's calculations referred to in Clause 2.1 above in respect of every Calculation Date, as applicable, as soon as reasonably practicable (and in any event not later than 10 Business Days following receipt of the relevant information from the Cash Manager). Following revocation or withdrawal of an Asset Coverage Test Breach Notice the tests of the Cash Manager's calculations will be conducted by the Asset Manager annually in accordance with Clause 2.1 above. 2.3 If the tests conducted by the Asset Monitor in accordance with Clauses 2.1 and 2.2, as applicable, reveal errors in the relevant calculations performed by the Cash Manager such that: (a) the Asset Coverage Test has been failed on the relevant Calculation Date (where the Cash Manager had recorded it as being satisfied); or (b) the reported Adjusted Aggregate Loan Amount is mis-stated by the Cash Manager by an amount exceeding one per cent. of the Adjusted Aggregate Loan Amount (as at the date of the relevant Asset Coverage Test), as calculated by the Asset Monitor based on the figures supplied by the Cash Manager, and subject to receipt of the information to be provided to the Asset Monitor in accordance with Clause 3 below, for a period of six months thereafter the Asset Monitor shall conduct the tests of the Cash Manager's calculations referred to in Clause 2.1 in respect of every Calculation Date occurring during that six month period. The Asset Monitor shall perform those tests as soon as reasonably practicable and in any event not later than 10 Business Days following receipt of the relevant information from the Cash Manager. 2.4 Subject to receipt of information to be provided to it by the Cash Manager in accordance with Clause 3 below in relation to the calculations performed by the Cash Manager, as soon as reasonably practicable (and in any event before the expiry of the relevant 10 Business Day period referred to in, as applicable, Clauses 2.1 to 2.3 (inclusive) above), the Asset Monitor shall notify, on a confidential basis, the parties to this Agreement, in writing, of the relevant calculations performed by the Cash Manager and of the results of its tests of the arithmetical accuracy of the Cash Manager's calculations, attached to a copy of the relevant calculations performed by the Cash Manager. If the calculations performed by the Cash Manager are not arithmetically accurate, the written notification by the Asset Monitor shall notify on a confidential basis, the parties to this Agreement in writing of the discrepancies identified in the Asset Monitor Report which is required to be delivered pursuant to Clause 2.7. 2.5 Other than in relation to the testing by the Asset Monitor of the arithmetic accuracy of the calculations performed by the Cash Manager in accordance with the provisions of this Agreement, the Asset Monitor is entitled, subject to Clause 2.6, to assume that all information provided to the Asset Monitor in accordance with Clause 3.1 is true and correct and is correct, complete and authentic and not misleading misleading, and is not required to conduct an audit or other similar examination in respect of or otherwise take steps to verify the accuracy accuracy, authenticity or completeness of such information or of any sources from which such information has been extracted by the Cash Manager, records save that the Asset Monitor will be required to advise the Cash Manager if it is not or has not been provided with any of those figures referred information required to be provided to it in Clause 3.1. Furthermore, accordance with Section 3 and the Asset Monitor shall not will be required to confirm whether verify the accuracy of such information and records and arithmetical accuracy of tests and calculations, as required in performing the services hereunder and pursuant to the Guide including Section 7.3.1 of the Guide. Further assumptions, qualifications and conditions with respect to the services to be conducted by the Asset Monitor are set out in Schedule “A” hereto. 2.5 The Asset Monitor shall promptly notify the Guarantor LP, the Cash Manager, the Issuer and the Bond Trustee if the information provided to it by the Cash Manager: (i) has been accurately extracted from Manager to the sources identified therein or agrees with any underlying accounting or other information; or (ii) is presented in compliance with any relevant accounting or other definitions as to its elements and composition. 2.6 As soon as reasonably practicable following receipt of information from the Cash Manager Asset Monitor in accordance with Clause 3.1, the Asset Monitor shall check that information against the information contained in the latest Monthly Report prepared by the Servicer for any obvious errors or inconsistencies and, if it detects any such obvious errors or inconsistencies, shall notify the other parties Section 3 contains what appear to this Agreement of thembe manifest errors. Following such notification, and within three (3) Business Days of receipt of such notification, the Cash Manager shall provide such further or amended information to the Asset Monitor as is necessary to remedy such obvious manifest errors or inconsistencies or shall confirm the accuracy of the information provided in accordance with Clause 3.1Section 3. The 10 Business Day period referred to in, as applicable, Clauses 2.1 to 2.3 (inclusive) above, Asset Monitor shall commence on and from perform its obligations in respect of the date that preparation of any report delivered by the Asset Monitor has received pursuant to Section 2.1 within five (5) Business Days or such shorter period as may be required under the Guide following the receipt of any such further or amended information from the Cash Manageror confirmation. 2.7 On completion 2.6 For greater certainty, and without limiting anything else contained herein, the services of its calculations and procedures in respect of a Calculation Date for the purposes of this Clause 2, the Asset Monitor will deliver hereunder are limited to the performance of its obligations set forth in Article 2 of this Agreement and in no circumstances, except with the prior written consent of the Asset Monitor, shall the Asset Monitor Report be responsible for performing or perform any services except to the Cash Manager, the Fund, the Issuer and the Representative (in their respective capacities, collectively referred to in this Agreement as the Recipients). 2.8 Each Asset Monitor Report and any advice the Asset Monitor provides to the Recipients in connection with this Agreement are for the exclusive use of the Recipients (in their respective capacities in which they contract as parties to this Agreement) in the context of the Programme and is provided subject to and in accordance with extent required by the terms of this Agreement. Each Asset Monitor Report and such advice should not be used for any other purpose, recited or referred to in any document, copied or made available (in whole or in part) to any person other than the parties to this Agreement, without the Asset Monitor's prior written express consent. The Recipients acknowledge that were they to do so (and without limitation) this could expose the Asset Monitor to a risk that a third party who otherwise would not have access to any such Asset Monitor Reports or advice might claim to have relied upon such Asset Monitor Report or advice to its detriment and might bring or threaten to bring an action, claim or proceedings against the Asset Monitor. Save as expressly provided by this Agreement, no person other than the Recipients may rely on the Asset Monitor Report, or any advice and/or information derived from them. The Asset Monitor has no responsibility or liability to any other party (including, without limitation, any Dealer) who is shown or gains access to any Asset Monitor Report or adviceGuide. 2.9 Nothing in this Agreement precludes the Asset Monitor from taking such steps as are necessary in order to comply with any legal or regulatory requirement or any professional or ethical rules of any relevant professional body of which the Asset Monitor or any of its partners or employees is, at the time, a member. 2.10 The Asset Monitor has no responsibility to update any Asset Monitor Report or advice for events occurring after its completion (which, unless provided otherwise in this Agreement, will be the date on which the final Asset Monitor Report is delivered or signed), nor to monitor its continuing relevance or suitability for the purposes of any Recipient.

Services of the Asset Monitor. 2.1 Subject to Clauses 2.2 2.3, 2.4 and 2.5 2.7 below, if the Calculation Date immediately preceding an anniversary of the Programme Date falling after the date hereof falls prior to service of a Notice to Pay or a Fund Acceleration NoticePay, and subject to receipt of the information to be provided to it by the Cash Manager in accordance with Clause 3 below in relation to the calculations performed by the Cash Manager regarding the relevant Asset Coverage Test, the Asset Monitor shall as soon as reasonably practicable (and in any event not later than 10 London Business Days following receipt of such information from the Cash Manager), test the arithmetic accuracy of the calculations performed by the Cash Manager in relation to the Asset Coverage Test on the Calculation Date immediately preceding each anniversary of the Programme Date, with a view to confirmation of the arithmetical accuracy or otherwise of such calculations. 2.2 Following Subject to Clauses 2.3, 2.4 and 2.7 below, if the Calculation Date immediately preceding an anniversary of the Programme Date falls after service of a Notice to Pay, and subject to receipt of the information to be provided to it by the Cash Manager in accordance with Clause 3 below in relation to the calculations performed by the Cash Manager regarding the relevant Amortisation Test, the Asset Monitor shall as soon as reasonably practicable (and in any event not later than 10 London Business Days following receipt of such information from the Cash Manager), test the arithmetic accuracy of the calculations performed by the Cash Manager in relation to the Amortisation Test on the First Issue Date and on the Calculation Date immediately preceding each anniversary of the Programme Date, with a view to confirmation of the arithmetical accuracy or otherwise of such calculations. 2.3 If and for so long as the long-term, unsecured, unguaranteed and unsubordinated debt obligation ratings of the Cash Manager or the Issuer (or for such time as the Issuer is not independently rated, the long-term ratings of the Group Guarantor, such ratings (the Deemed Ratings)) are below BBB by S&P, Baa3 by Moody's and BBB- by Fitch, or following the service of an Asset Coverage Test Breach Notice (which has not been revoked), and subject to receipt of the information to be provided to the Asset Monitor in accordance with Clause 3 below, the Asset Monitor shall conduct the tests of the Cash Manager's calculations referred to in Clause Clauses 2.1 above and 2.2 above, as applicable, in respect of every Calculation Date, as applicable, as soon as reasonably practicable (and in any event not later than 10 London Business Days following receipt of the relevant information from the Cash Manager). Following revocation or withdrawal If the Cash Manager and the Issuer each regains long-term, unsecured, unguaranteed and unsubordinated debt obligation ratings or, as applicable in the case of an Asset Coverage Test Breach Notice the Issuer, Deemed Ratings of at least BBB- by S&P, Baa3 by Moody's and BBB- by Fitch, the tests of the Cash Manager's calculations will be conducted by the Asset Manager Monitor annually in accordance with Clause Clauses 2.1 and 2.2 above, as applicable. 2.3 2.4 If the tests conducted by the Asset Monitor in accordance with Clauses 2.1 2.1, 2.2 and 2.22.3, as applicable, reveal errors in the relevant calculations performed by the Cash Manager such that: (a) the Asset Coverage Test or the Amortisation Test has been failed on the relevant Calculation Date (where the Cash Manager had recorded it as being satisfied); or (b) the reported Adjusted Aggregate Loan Amount or the reported Amortisation Test Aggregate Loan Amount, as applicable, is mis-stated by the Cash Manager by an amount exceeding one per cent. of the Adjusted Aggregate Loan Amount or the Amortisation Test Aggregate Loan Amount, as applicable (as at the date of the relevant Asset Coverage Test or the relevant Amortisation Test), as calculated by the Asset Monitor based on the figures supplied by the Cash Manager, and subject to receipt of the information to be provided to the Asset Monitor in accordance with Clause 3 below, for a period of six months thereafter the Asset Monitor shall conduct the tests of the Cash Manager's calculations referred to in Clause 2.1 or, as applicable, Clause 2.2 in respect of every Calculation Date occurring during that six month period. The Asset Monitor shall perform those tests as soon as reasonably practicable and in any event not later than 10 London Business Days following receipt of the relevant information from the Cash Manager. 2.4 2.5 Subject to receipt of information to be provided to it by the Cash Manager in accordance with Clause 3 below in relation to the calculations performed by the Cash Manager, as soon as reasonably practicable (and in any event before the expiry of the relevant 10 London Business Day period referred to in, as applicable, Clauses 2.1 to 2.3 2.4 (inclusive) above), the Asset Monitor shall notify, on a confidential basis, the parties to this Agreement, in writing, of the relevant calculations performed by the Cash Manager and of the results of its tests of the arithmetical accuracy of the Cash Manager's ’s calculations, attached to a copy of the relevant calculations performed by the Cash Manager. If the calculations performed by the Cash Manager are not arithmetically accurate, the written notification by the Asset Monitor shall notify on a confidential basis, the parties to this Agreement in writing of the discrepancies identified in the Asset Monitor Report (Schedule 2) which is required to be delivered pursuant to Clause 2.72.8. 2.5 2.6 Other than in relation to the testing by the Asset Monitor of the arithmetic accuracy of the calculations performed by the Cash Manager in accordance with the provisions of this Agreement, the Asset Monitor is entitled, subject to Clause 2.62.7, to assume that all information provided to the Asset Monitor in accordance with Clause 3.1 is true and correct and is complete and not misleading and is not required to conduct an audit or other similar examination in respect of or otherwise take steps to verify the accuracy or completeness of such information or of any sources from which such information has been extracted by the Cash Manager, save that the Asset Monitor will be required to advise the Cash Manager if it has not been provided with any of those figures referred to in Clause 3.1. Furthermore, the Asset Monitor shall not be required to confirm whether the information provided to it by the Cash Manager: Manager (i) has been accurately extracted from the sources identified therein or agrees with any underlying accounting or other information; information or (ii) is presented in compliance with any relevant accounting or other definitions as to its elements and composition. 2.6 2.7 As soon as reasonably practicable following receipt of information from the Cash Manager in accordance with Clause 3.1, the Asset Monitor shall check that information against the information contained in the latest Monthly Report prepared by the Servicer for any obvious errors or inconsistencies and, if it detects any such obvious errors or inconsistencies, shall notify the other parties to this Agreement of them. Following such notification, and within three London Business Days of receipt of such notification, the Cash Manager shall provide such further or amended information to the Asset Monitor as is necessary to remedy such obvious errors or inconsistencies or shall confirm the accuracy of the information provided in accordance with Clause 3.1. The 10 London Business Day period referred to in, as applicable, Clauses 2.1 to 2.3 2.4 (inclusive) above, shall commence on and from the date that the Asset Monitor has received such further or amended information from the Cash Manager. 2.7 2.8 On completion of its calculations and procedures in respect of a Calculation Date for the purposes of this Clause 2, the Asset Monitor will deliver the Asset Monitor Report to the Cash Manager, the FundLLP, the Issuer Issuer, the Group Guarantor, the Bond Trustee and the Representative Security Trustee (in their respective capacities, collectively referred to in this Agreement as the Recipients). 2.8 2.9 Each Asset Monitor Report and any advice the Asset Monitor provides to the Recipients in connection with this Agreement are for the exclusive use of the Recipients (in their respective capacities in which they contract as parties to this Agreement) in the context of the Programme and is provided subject to and in accordance with the terms of this the Asset Monitor Agreement. Each Asset Monitor Report and such advice should not be used for any other purpose, recited or referred to in any document, copied or made available (in whole or in part) to any person other than the parties to this Agreement, without the Asset Monitor's prior written express consent. The Recipients acknowledge that were they to do so (and without limitation) this could expose the Asset Monitor to a risk that a third party who otherwise would not have access to any such Asset Monitor Reports or advice might claim to have relied upon such Asset Monitor Report or advice to its detriment and might bring or threaten to bring an action, claim or proceedings against the Asset Monitor. Save as expressly provided by this Agreement, no person other than the Recipients may rely on the Asset Monitor Report, or any advice and/or information derived from them. The Asset Monitor has no responsibility or liability to any other party (including, without limitation, any DealerDealer or Rating Agency) who is shown or gains access to any Asset Monitor Report or advice. 2.9 2.10 Nothing in this Agreement precludes the Asset Monitor from taking such steps as are necessary in order to comply with any legal or regulatory requirement or any professional or ethical rules of any relevant professional body of which the Asset Monitor or any of its partners or employees is, at the time, a member. 2.10 2.11 The Asset Monitor has no responsibility to update any Asset Monitor Report or advice for events occurring after its completion (which, unless provided otherwise in this Agreement, will be the date on which the final Asset Monitor Report is delivered or signed), nor to monitor its continuing relevance or suitability for the purposes of any Recipient. 2.12 Deloitte LLP are auditors of the LLP, the Cash Manager, the Group Guarantor and the Issuer (the Companies), Deloitte LLP audits the annual accounts of the Companies (the Audited Accounts). The audit work of Deloitte LLP or its predecessor firm Deloitte & Touche LLP or Deloitte and Touche on the annual accounts of the Companies is carried out in order to report to the Companies' respective shareholders as a body in accordance with the statutory obligations under Section 475 of the Companies Xxx 0000 and is subject to separate engagement letters. The audit work is undertaken to state to the Companies' respective members those matters required to be stated in an auditor's report and for no other purpose. The audits of the Companies' annual accounts are not planned or conducted to address or reflect matters in which anyone other than such shareholders as a body may be interested. In particular, the scope of the audit work was set and judgements made by reference to the assessment of materiality in the context of the Audited Accounts taken as a whole, rather than in the context of the Asset Monitor Report contemplated in this Agreement. Neither Deloitte LLP, Deloitte & Touche LLP nor Deloitte & Touche express or have expressed an opinion or other form of assurance on individual account balances, financial amounts, financial information or the adequacy of financial, accounting or management systems. The audits of the annual accounts of the Companies are not intended to address compliance with the Asset Coverage Test or the Amortisation Test, other financial covenants or other matters in which the Recipients may be primarily interested. Neither Deloitte LLP, Deloitte & Touche LLP nor Deloitte & Touche accept or assume responsibility to anyone other than the Companies and the Companies' respective members as a body, for their audit work, for their audit report or for the opinions they have formed. To the fullest extent permitted by law, neither Deloitte LLP, Deloitte & Touche LLP nor Deloitte & Touche accept or assume responsibility or liability to anyone by virtue of this Agreement or any Asset Monitor Report in relation to their audits of the Companies' annual accounts. 2.13 The Asset Monitor agrees to be appointed as asset pool monitor in accordance with the RCB Regulations and undertakes, in its capacity as asset pool monitor, to comply with the RCB Regulations, the RCB Sourcebook and any guidance issued from time to time by the FSA in relation thereto.

Services of the Asset Monitor. 2.1 Subject to Clauses 2.2 Sections 2.3, 2.4 and 2.5 below2.7 hereof, if prior to the occurrence of an Issuer Event of Default, the Cash Manager shall conduct the Asset Coverage Test in respect of each Calculation Period for which the Asset Monitor is required to conduct arithmetic testing in accordance with the terms hereof on or before the date that is at least five (5) Business Days prior to the Guarantor LP Payment Date immediately preceding an following such Calculation Period. The Asset Monitor shall, in respect of each Calculation Period ending in October (being the anniversary of the Programme Date falling after the date hereof falls prior to service of Programme) and each Calculation Period immediately preceding a Notice to Pay or a Fund Acceleration Noticeproposed Issue Date, and subject to due receipt of the information to be provided to it the Asset Monitor by the Cash Manager in accordance with Clause Section 3 below in relation to the calculations performed by the Cash Manager regarding the relevant Asset Coverage Test, test the arithmetic accuracy of the calculations performed by the Cash Manager in relation to the Cash Manager’s calculations of the Asset Coverage Test in respect of such period, with a view to confirmation of the accuracy or otherwise of such calculations, and report on the same to the Cash Manager and the Bond Trustee by no later than five Business Days following the receipt of such information. In the event that the Calculation Date in respect of any relevant Calculation Period falls after an Issuer Event of Default, the calculations in respect of such Calculation Period shall be carried out pursuant to Section 2.2. 2.2 Subject to Sections 2.3, 2.4 and 2.7 hereof, after the occurrence of an Issuer Event of Default the Cash Manager shall conduct the Amortization Test in respect of each Calculation Period on or before the date that is at least five (5) Business prior to the Guarantor LP Payment Date immediately following such Calculation Period. The Asset Monitor shall, in respect of each Calculation Period ending in October (being the anniversary of the Programme) and each Calculation Period immediately preceding a proposed Issue Date, subject to due receipt of the information to be provided to the Asset Monitor shall as soon as reasonably practicable (and in any event not later than 10 Business Days following receipt of such information from by the Cash Manager)Manager in accordance with Section 3 below in relation to the calculations performed by the Cash Manager regarding the relevant Amortization Test, test the arithmetic accuracy of the calculations performed by the Cash Manager in relation to the Asset Coverage Test on the Calculation Date immediately preceding each anniversary Cash Manager’s calculations of the Programme DateAmortization Test in respect of such period, with a view to confirmation of the arithmetical accuracy or otherwise of such calculations, and report on the same to the Cash Manager and the Bond Trustee by no later than five Business Days following the receipt of such information. 2.2 Following 2.3 If: (a) the service long-term unsecured, unguaranteed and unsubordinated debt obligation ratings by the Rating Agencies of the Cash Manager and/or the long-term unsecured, unguaranteed and unsubordinated debt obligation ratings by the Rating Agencies of the Issuer fall below the Asset Monitor Oversight Ratings; or (b) prior to an Issuer Event of Default having occurred, an Asset Coverage Test Breach Notice (which has been served on the Guarantor LP and has not been revoked), and subject to due receipt of the information to be provided to the Asset Monitor by the Cash Manager in accordance with Clause Section 3 below, the Asset Monitor shall conduct test the tests arithmetic accuracy of the Cash Manager's ’s calculations referred to in Clause Sections 2.1 above in respect of every Calculation Dateand 2.2 above, as applicable, in respect of the Calculation Period immediately preceding any proposed Issue Date or every Calculation Period, as soon as reasonably practicable (and in any event not applicable, by no later than 10 five Business Days following the receipt of the relevant such information from unless and until the Cash Manager). Following revocation Manager and/or the Issuer regains a long-term unsecured, unguaranteed and unsubordinated debt obligation rating by the Rating Agencies equal to or withdrawal of an superior to the Asset Monitor Oversight Ratings or the Asset Coverage Test Breach Notice is revoked, as the case may be, following which the relevant tests with respect to the arithmetic accuracy of the calculations performed by the Cash Manager's calculations Manager will be conducted by the Asset Manager annually Monitor in respect of each Calculation Period ending in October (being the anniversary of the Programme) in accordance with Clause Sections 2.1 and 2.2 above, as applicable. 2.3 2.4 If the tests arithmetic testing conducted by the Asset Monitor in accordance with Clauses Sections 2.1 and 2.2, as applicable, reveal arithmetic errors in the relevant calculations performed by the Cash Manager such that: (a) the Asset Coverage Test has had been failed on the relevant Calculation Date (where the Cash Manager had recorded it as being satisfied); or (b) the reported Adjusted Aggregate Loan Amount is or the reported Amortization Test Aggregate Loan Amount, as applicable, was mis-stated by the Cash Manager by an amount exceeding one per cent. 1% of the Adjusted Aggregate Loan Amount (or the Amortization Test Aggregate Loan Amount, as at the date applicable, in respect of the relevant Asset Coverage Test), such Calculation Period as calculated by the Asset Monitor based on the figures supplied by the Cash ManagerMonitor, and subject to due receipt of the information to be provided to the Asset Monitor by the Cash Manager in accordance with Clause Section 3 below, for a period of six months thereafter the Asset Monitor shall conduct tests the tests arithmetic accuracy of the Cash Manager's ’s calculations referred to in Clause Section 2.1 above (in the case of failure of the Asset Coverage Test as described in (a) above) or Sections 2.1 and 2.2 above (in the case of mis-statement of the Adjusted Aggregate Loan Amount or the Amortization Test Aggregate Loan Amount as described in (b) above), as applicable, in respect of every Calculation Date occurring during that six month period. The Asset Monitor shall perform those tests as soon as reasonably practicable and in any event not by no later than 10 five Business Days following the receipt of the relevant such information from the Cash Manager. 2.4 Subject to receipt of information to be provided to it by the Cash Manager in accordance with Clause 3 below in relation to the calculations performed by the Cash Manager, as soon as reasonably practicable (and in any event before the expiry of the relevant 10 Business Day period referred to in, as applicable, Clauses 2.1 to 2.3 (inclusive) above), the 2.5 The Asset Monitor shall promptly notify, on a confidential basis, the parties to this AgreementGuarantor LP, in writing, of the relevant calculations performed by the Cash Manager and of the results of its tests of the arithmetical accuracy of the Cash Manager's calculations, attached the Bond Trustee and the Issuer, in writing (the “Asset Monitor Report”), and in any event by no later than two Business Days following the testing by it pursuant to a copy this Section 2 of the relevant calculations performed by the Cash Manager, of the results of its arithmetic tests of the arithmetic accuracy of the Cash Manager’s calculations. If the arithmetic calculations performed by the Cash Manager are have not arithmetically accuratebeen performed correctly, the written notification by the Asset Monitor shall notify on a confidential basisset out the correct arithmetic calculation of the Asset Coverage Test or Amortization Test, as applicable, and the result of such correct calculation together with the incorrect calculation and the result of such incorrect calculation as carried out by the Cash Manager. The Asset Monitor shall provide such written notification (in relation to the Cash Manager, the parties Issuer and the Bond Trustee for information only and without accepting any liability whatsoever towards the Cash Manager, the Issuer, the Bond Trustee or the Rating Agencies and (in relation to this Agreement in writing of the discrepancies identified in the Asset Monitor Report which is required Guarantor LP) subject to be delivered pursuant to Clause 2.7Section 11 below. 2.5 2.6 Other than in relation to the testing by the Asset Monitor of the arithmetic accuracy of the calculations performed by the Cash Manager in accordance with the provisions of this Agreement, the Asset Monitor is entitled, subject to Clause 2.6, entitled to assume that all information provided to the Asset Monitor in accordance with Clause 3.1 Section 3 is true and correct and is complete and not misleading and is not required to conduct an audit or other similar examination in respect of or otherwise take steps to verify the accuracy or completeness of such information or of any sources from which such information has been extracted by the Cash Manager, save that the Asset Monitor will be required to advise the Cash Manager if it is not or has not been provided with any of those figures referred to in Clause 3.1Sections 3.1 or 3.2 as applicable. FurthermoreFurther assumptions, qualifications and conditions with respect to the arithmetic testing to be conducted by the Asset Manager are set out in Schedule “A” hereto. 2.7 The Asset Monitor shall promptly notify the Guarantor LP, the Cash Manager, the Issuer and the Bond Trustee if the information provided by the Cash Manager to the Asset Monitor shall not be required to confirm whether the information provided to it by the Cash Manager: (i) has been accurately extracted from the sources identified therein or agrees with any underlying accounting or other information; or (ii) is presented in compliance with any relevant accounting or other definitions as to its elements and composition. 2.6 As soon as reasonably practicable following receipt of information from the Cash Manager in accordance with Clause 3.1, the Asset Monitor shall check that information against the information contained in the latest Monthly Report prepared by the Servicer for any obvious errors or inconsistencies and, if it detects any such obvious errors or inconsistencies, shall notify the other parties Section 3 contains what appear to this Agreement of thembe manifest errors. Following such notification, and within three Business Days of receipt of such notification, the Cash Manager shall provide such further or amended information to the Asset Monitor as is necessary to remedy such obvious manifest errors or inconsistencies or shall confirm the accuracy of the information provided in accordance with Clause 3.1Section 3. The 10 By no later than five Business Day period referred to in, as applicable, Clauses 2.1 to 2.3 (inclusive) above, shall commence on and from Days following the date that the Asset Monitor has received receipt of such further or amended information from the Cash Manager. 2.7 On completion of its calculations and procedures in respect of a Calculation Date for the purposes of this Clause 2or confirmation, the Asset Monitor will deliver shall conduct arithmetic tests to test the arithmetic accuracy of the calculations performed by the Cash Manager in relation to the Asset Monitor Report to Coverage Test or the Amortization Test, as applicable, on the relevant Calculation Date and notify the Guarantor LP, the Cash Manager, the FundBond Trustee, the Issuer and the Representative (Rating Agencies of the results of its tests in their respective capacities, collectively referred to in this Agreement as the Recipients)accordance with Section 2.5 above. 2.8 Each Asset Monitor Report For greater certainty, and any advice without limiting anything else contained herein, the services of the Asset Monitor provides hereunder are limited to conducting arithmetic tests to test the Recipients in connection with this Agreement are for the exclusive use arithmetic accuracy of the Recipients (in their respective capacities in which they contract as parties to this Agreement) in the context calculations of the Programme and is provided subject to Cash Manager and in accordance no circumstances, except with the terms prior written consent of this Agreement. Each Asset Monitor Report and such advice should not be used for any other purpose, recited or referred to in any document, copied or made available (in whole or in part) to any person other than the parties to this Agreement, without the Asset Monitor's prior written express consent. The Recipients acknowledge that were they to do so (and without limitation) this could expose , shall the Asset Monitor to a risk that a third party who otherwise would not have access to any such Asset Monitor Reports be responsible for performing or advice might claim to have relied upon such Asset Monitor Report or advice to its detriment and might bring or threaten to bring an action, claim or proceedings against perform the Asset Monitor. Save as expressly provided Coverage Test or the Amortization Test except to the extent required by this Agreement, no person other than the Recipients may rely on the Asset Monitor Report, or any advice and/or information derived from them. The Asset Monitor has no responsibility or liability to any other party (including, without limitation, any Dealer) who is shown or gains access to any Asset Monitor Report or advicearithmetic testing and reporting procedures hereunder. 2.9 Nothing in this Agreement precludes the Asset Monitor from taking such steps as are necessary in order to comply with any legal or regulatory requirement or any professional or ethical rules of any relevant professional body of which the Asset Monitor or any of its partners or employees is, at the time, a member. 2.10 The Asset Monitor has no responsibility to update any Asset Monitor Report or advice for events occurring after its completion (which, unless provided otherwise in this Agreement, will be the date on which the final Asset Monitor Report is delivered or signed), nor to monitor its continuing relevance or suitability for the purposes of any Recipient.

Services of the Asset Monitor. 2.1 Subject to Clauses 2.2 2.3, 2.4 and 2.5 2.7 below, if the Calculation Date immediately preceding an anniversary of the Programme Date falling after the date hereof falls prior to service of a Notice to Pay or a Fund Acceleration NoticePay, and subject to receipt of the information to be provided to it by the Cash Manager in accordance with Clause 3 below in relation to the calculations performed by the Cash Manager regarding the relevant Asset Coverage Test, the Asset Monitor shall as soon as reasonably practicable (and in any event not later than 10 London Business Days following receipt of such information from the Cash Manager), test the arithmetic accuracy of the calculations performed by the Cash Manager in relation to the Asset Coverage Test on the Calculation Date immediately preceding each anniversary of the Programme Date, with a view to confirmation of the arithmetical accuracy or otherwise of such calculations. 2.2 Following Subject to Clauses 2.3, 2.4 and 2.7 below, if the Calculation Date immediately preceding an anniversary of the Programme Date falls after service of a Notice to Pay, and subject to receipt of the information to be provided to it by the Cash Manager in accordance with Clause 3 below in relation to the calculations performed by the Cash Manager regarding the relevant Amortisation Test, the Asset Monitor shall as soon as reasonably practicable (and in any event not later than 10 London Business Days following receipt of such information from the Cash Manager), test the arithmetic accuracy of the calculations performed by the Cash Manager in relation to the Amortisation Test on the First Issue Date and on the Calculation Date immediately preceding each anniversary of the Programme Date, with a view to confirmation of the arithmetical accuracy or otherwise of such calculations. 2.3 If and for so long as the long-term, unsecured, unguaranteed and unsubordinated debt obligation ratings of the Cash Manager or the Issuer (or for such time as the Issuer is not independently rated, the long-term ratings of the Group Guarantor, such ratings (the "Deemed Ratings")) are below BBB by S&P, Baa3 by Xxxxx'x and BBB- by Fitch, or following the service of an Asset Coverage Test Breach Notice (which has not been revoked), and subject to receipt of the information to be provided to the Asset Monitor in accordance with Clause 3 below, the Asset Monitor shall conduct the tests of the Cash Manager's calculations referred to in Clause Clauses 2.1 above and 2.2 above, as applicable, in respect of every Calculation Date, as applicable, as soon as reasonably practicable (and in any event not later than 10 London Business Days following receipt of the relevant information from the Cash Manager). Following revocation or withdrawal If the Cash Manager and the Issuer each regains long-term, unsecured, unguaranteed and unsubordinated debt obligation ratings or, as applicable in the case of an Asset Coverage Test Breach Notice the Issuer, Deemed Ratings of at least BBB- by S&P, Baa3 by Xxxxx'x and BBB- by Fitch, the tests of the Cash Manager's calculations will be conducted by the Asset Manager Monitor annually in accordance with Clause Clauses 2.1 and 2.2 above, as applicable. 2.3 2.4 If the tests conducted by the Asset Monitor in accordance with Clauses 2.1 2.1, 2.2 and 2.22.3, as applicable, reveal errors in the relevant calculations performed by the Cash Manager such that: (a) the Asset Coverage Test or the Amortisation Test has been failed on the relevant Calculation Date (where the Cash Manager had recorded it as being satisfied); or (b) the reported Adjusted Aggregate Loan Amount or the reported Amortisation Test Aggregate Loan Amount, as applicable, is mis-stated by the Cash Manager by an amount exceeding one per cent. of the Adjusted Aggregate Loan Amount or the Amortisation Test Aggregate Loan Amount, as applicable (as at the date of the relevant Asset Coverage Test or the relevant Amortisation Test), as calculated by the Asset Monitor based on the figures supplied by the Cash Manager, and subject to receipt of the information to be provided to the Asset Monitor in accordance with Clause 3 below, for a period of six months thereafter the Asset Monitor shall conduct the tests of the Cash Manager's calculations referred to in Clause 2.1 or, as applicable, Clause 2.2 in respect of every Calculation Date occurring during that six month period. The Asset Monitor shall perform those tests as soon as reasonably practicable and in any event not later than 10 London Business Days following receipt of the relevant information from the Cash Manager. 2.4 2.5 Subject to receipt of information to be provided to it by the Cash Manager in accordance with Clause 3 below in relation to the calculations performed by the Cash Manager, as soon as reasonably practicable (and in any event before the expiry of the relevant 10 London Business Day period referred to in, as applicable, Clauses 2.1 to 2.3 (inclusive) above), the Asset Monitor shall notify, on a confidential basis, the parties to this Agreement, in writing, of the relevant calculations performed by the Cash Manager and of the results of its tests of the arithmetical accuracy of the Cash Manager's calculations, attached to a copy of the relevant calculations performed by the Cash Manager. If the calculations performed by the Cash Manager are not arithmetically accurate, the written notification by the Asset Monitor shall notify on a confidential basis, the parties to this Agreement in writing of the discrepancies identified in the Asset Monitor Report which is required to be delivered pursuant to Clause 2.7. 2.5 Other than in relation to the testing by the Asset Monitor of the arithmetic accuracy of the calculations performed by the Cash Manager in accordance with the provisions of this Agreement, the Asset Monitor is entitled, subject to Clause 2.6, to assume that all information provided to the Asset Monitor in accordance with Clause 3.1 is true and correct and is complete and not misleading and is not required to conduct an audit or other similar examination in respect of or otherwise take steps to verify the accuracy or completeness of such information or of any sources from which such information has been extracted by the Cash Manager, save that the Asset Monitor will be required to advise the Cash Manager if it has not been provided with any of those figures referred to in Clause 3.1. Furthermore, the Asset Monitor shall not be required to confirm whether the information provided to it by the Cash Manager: (i) has been accurately extracted from the sources identified therein or agrees with any underlying accounting or other information; or (ii) is presented in compliance with any relevant accounting or other definitions as to its elements and composition. 2.6 As soon as reasonably practicable following receipt of information from the Cash Manager in accordance with Clause 3.1, the Asset Monitor shall check that information against the information contained in the latest Monthly Report prepared by the Servicer for any obvious errors or inconsistencies and, if it detects any such obvious errors or inconsistencies, shall notify the other parties to this Agreement of them. Following such notification, and within three Business Days of receipt of such notification, the Cash Manager shall provide such further or amended information to the Asset Monitor as is necessary to remedy such obvious errors or inconsistencies or shall confirm the accuracy of the information provided in accordance with Clause 3.1. The 10 Business Day period referred to in, as applicable, Clauses 2.1 to 2.3 (inclusive) above, shall commence on and from the date that the Asset Monitor has received such further or amended information from the Cash Manager. 2.7 On completion of its calculations and procedures in respect of a Calculation Date for the purposes of this Clause 2, the Asset Monitor will deliver the Asset Monitor Report to the Cash Manager, the Fund, the Issuer and the Representative (in their respective capacities, collectively referred to in this Agreement as the Recipients). 2.8 Each Asset Monitor Report and any advice the Asset Monitor provides to the Recipients in connection with this Agreement are for the exclusive use of the Recipients (in their respective capacities in which they contract as parties to this Agreement) in the context of the Programme and is provided subject to and in accordance with the terms of this Agreement. Each Asset Monitor Report and such advice should not be used for any other purpose, recited or referred to in any document, copied or made available (in whole or in part) to any person other than the parties to this Agreement, without the Asset Monitor's prior written express consent. The Recipients acknowledge that were they to do so (and without limitation) this could expose the Asset Monitor to a risk that a third party who otherwise would not have access to any such Asset Monitor Reports or advice might claim to have relied upon such Asset Monitor Report or advice to its detriment and might bring or threaten to bring an action, claim or proceedings against the Asset Monitor. Save as expressly provided by this Agreement, no person other than the Recipients may rely on the Asset Monitor Report, or any advice and/or information derived from them. The Asset Monitor has no responsibility or liability to any other party (including, without limitation, any Dealer) who is shown or gains access to any Asset Monitor Report or advice. 2.9 Nothing in this Agreement precludes the Asset Monitor from taking such steps as are necessary in order to comply with any legal or regulatory requirement or any professional or ethical rules of any relevant professional body of which the Asset Monitor or any of its partners or employees is, at the time, a member. 2.10 The Asset Monitor has no responsibility to update any Asset Monitor Report or advice for events occurring after its completion (which, unless provided otherwise in this Agreement, will be the date on which the final Asset Monitor Report is delivered or signed), nor to monitor its continuing relevance or suitability for the purposes of any Recipient.to

Services of the Asset Monitor. 2.1 Subject to Clauses 2.2 2.3, 2.4 and 2.5 below2.7, if the APMR Calculation Date immediately preceding an anniversary of the Programme Annual Submission Date falling after the date hereof falls prior to service of a Notice to Pay or a Fund Acceleration NoticePay, and subject to receipt of the information to be provided to it by the Cash Manager in accordance with Clause 3 below in relation to the calculations performed by the the‌ Cash Manager regarding the relevant Asset Coverage Test, the Asset Monitor shall as soon as reasonably practicable (and in any event not later than 10 London Business Days following receipt of such information from the Cash Manager), test the arithmetic accuracy of the calculations performed by the Cash Manager in relation to the Asset Coverage Test on the APMR Calculation Date immediately preceding each anniversary on the basis of and in accordance with the Programme Datecalculation in Schedule 2, with a view to confirmation of the arithmetical accuracy or otherwise of such calculations. 2.2 Following Subject to Clauses 2.3, 2.4 and 2.7, if the APMR Calculation Date preceding the Annual Submission Date falls after service of a Notice to Pay, and subject to receipt of the information to be provided to it by the Cash Manager in accordance with Clause 3 in relation to the calculations performed by the Cash Manager regarding the relevant Amortisation Test, the Asset Monitor shall as soon as reasonably practicable (and in any event not later than 10 London Business Days following receipt of such information from the Cash Manager), test the arithmetic accuracy of the calculations performed by the Cash Manager in relation to the Amortisation Test on the First Issue Date and on the APMR Calculation Date on the basis of and in accordance with the calculation in Schedule 2, with a view to confirmation of the arithmetical accuracy or otherwise of such calculations.‌ 2.3 If and for so long as the long-term, unsecured, unguaranteed and unsubordinated debt obligation ratings of the Cash Manager or the Issuer (such ratings the Deemed Ratings) are below BBB by S&P, Baa3 by Xxxxx'x and BBB- by Fitch, or following the service of an Asset Coverage Test Breach Notice (which has not been revoked), and subject to receipt of the information to be provided to the Asset Monitor in accordance with Clause 3 below3, the Asset Monitor shall conduct the tests of the Cash Manager's calculations referred to in Clause Clauses 2.1 above and 2.2, as applicable, in respect of every Calculation Date, as applicable, as soon as reasonably practicable and shall give confirmation of the results of such tests to the Cash Manager, the LLP, the Issuer, the Bond Trustee and the Security Trustee (and in any event not later than 10 London Business Days following receipt of the relevant information from the Cash Manager). Following revocation or withdrawal If the Cash Manager and the Issuer each regains long-term, unsecured, unguaranteed and unsubordinated debt obligation ratings or, as applicable in the case of an Asset Coverage Test Breach Notice the Issuer, Deemed Ratings of at least BBB- by S&P, Baa3 by Xxxxx'x and BBB- by Fitch, the tests of the Cash Manager's calculations will be conducted by the Asset Manager Monitor annually in accordance with Clause Clauses 2.1 above.and 2.2, as applicable.‌ 2.3 2.4 If the tests conducted by the Asset Monitor in accordance with Clauses 2.1 2.1, 2.2 and 2.22.3, as applicable, reveal errors in the relevant calculations performed by the Cash Manager such that:that:‌ (a) the Asset Coverage Test or the Amortisation Test has been failed on the relevant Calculation Date (where the Cash Manager had recorded it as being satisfied); or (b) the reported Adjusted Aggregate Loan Amount or the reported Amortisation Test Aggregate Loan Amount, as applicable, is mis-stated by the Cash Manager by an amount exceeding one per cent. of the Adjusted Aggregate Loan Amount or the Amortisation Test Aggregate Loan Amount, as applicable (as at the date of the relevant Asset Coverage Test or the relevant Amortisation Test), as calculated by the Asset Monitor based on the figures supplied by the Cash Manager, and subject to receipt of the information to be provided to the Asset Monitor in accordance with Clause 3 below3, for a period of six months thereafter the Asset Monitor shall conduct the tests of the Cash Manager's calculations referred to in Clause 2.1 or, as applicable, Clause 2.2 in respect of every Calculation Date occurring during that six month period. The Asset Monitor shall perform those tests and shall give confirmation of the results of such tests to the Cash Manager, the LLP, the Issuer, the Bond Trustee and the Security Trustee as soon as reasonably practicable and in any event not later than 10 London Business Days following receipt of the relevant information from the Cash Manager. 2.4 2.5 Subject to receipt of information to be provided to it by the Cash Manager in accordance with Clause 3 below in relation to the calculations performed by the Cash Manager, as soon as reasonably practicable (and in any event before the expiry of the relevant 10 London Business Day period referred to in, as applicable, Clauses 2.1 to 2.3 2.4 (inclusive) above)), the Asset Monitor shall notify, on a confidential basis, the parties to this Agreement, in writing, of the relevant calculations performed by the Cash Manager and of the results of its tests of the arithmetical accuracy of the Cash Manager's calculations, attached to a copy of the relevant calculations performed by the Cash Manager. If the calculations performed by the Cash Manager are not arithmetically accurate, the written notification by the Asset Monitor shall notify on a confidential basis, the parties to this Agreement in writing of the discrepancies identified in the Asset Pool Monitor Report Report, a copy of which is required to be delivered pursuant to Clause 2.72.8. 2.5 2.6 Other than in relation to the testing by the Asset Monitor of the arithmetic accuracy of the calculations performed by the Cash Manager in accordance with the provisions of this Agreement, the Asset Monitor is entitled, subject to Clause 2.62.7, to assume that all information provided to the Asset Monitor in accordance with Clause 3.1 is true and correct and is complete and not misleading and is not required to conduct an audit or other similar examination in respect of or otherwise take steps to verify the accuracy or completeness of such information or of any sources from which such information has been extracted by the Cash Manager, save that the Asset Monitor will be required to advise the Cash Manager if it has not been provided with any of those figures referred to in Clause 3.1. Furthermore, the Asset Monitor shall not be required to confirm whether the information provided to it by the Cash Manager: Manager (i) has been accurately extracted from the sources identified therein or agrees with any underlying accounting or other information; information or (ii) is presented in compliance with any relevant accounting or other definitions as to its elements and composition. 2.6 2.7 As soon as reasonably practicable following receipt of information from the Cash Manager in accordance with Clause 3.1, the Asset Monitor shall check that information against the information contained in the latest Monthly Report prepared by the Servicer for any obvious errors or inconsistencies and, if it detects any such obvious errors or inconsistencies, shall notify the other parties to this Agreement of them. Following such notification, and within three London Business Days of receipt of such notification, the Cash Manager shall provide such further or amended information to the Asset Monitor as is necessary to remedy such obvious errors or inconsistencies or shall confirm the accuracy of the information provided in accordance with Clause 3.1. The 10 London Business Day period referred to in, as applicable, Clauses 2.1 to 2.3 2.4 (inclusive) above), shall commence on and from the date that the Asset Monitor has received such further or amended information from the Cash Manager.Manager.‌ 2.7 2.8 On completion of its calculations and procedures in respect of a Calculation Date for the purposes of this Clause 2Clauses 2.1 and 2.2, and subsequent preparation of the Asset Pool Monitor Report, the Asset Monitor will shall deliver (or procure to be delivered) a copy of the Asset Pool Monitor Report to the Cash Manager, the FundLLP, the Issuer Issuer, the Bond Trustee and the Representative Security Trustee (in their respective capacities, collectively referred to in this Agreement as the Recipients).. The Cash Manager undertakes to procure that the Asset Pool Monitor Report shall contain substantively the information contained in an Asset Monitor Report and shall in no event be prepared to a lesser or less substantive standard than an Asset Monitor Report.‌ 2.8 Each 2.9 Without prejudice to any obligations under the RCB Regulations, each Asset Pool Monitor Report and any advice the Asset Monitor provides to the Recipients in connection with this Agreement are for the exclusive use of the Recipients (in their respective capacities in which they contract as parties to this Agreement) in the context of the Programme and is provided subject to and in accordance with the terms of this the Asset Monitor Agreement. Each Asset Pool Monitor Report and such advice should not be used for any other purpose, recited or referred to in any document, copied or made available (in whole or in part) to any person other than the FCA (as competent authority under the RCB Regulations) and the parties to this Agreement, without the Asset Monitor's prior written express consent. The Recipients acknowledge that were they to do so (and without limitation) this could expose the Asset Monitor to a risk that a third party who otherwise would not have access to any such Asset Pool Monitor Reports or advice might claim to have relied upon such Asset Pool Monitor Report or advice to its detriment and might bring or threaten to bring an action, claim or proceedings against the Asset Monitor. Save as expressly provided by this Agreement, no person other than the FCA (as competent authority under the RCB Regulations) or the Recipients may rely on the Asset Pool Monitor Report, or any advice and/or information derived from them. The Asset Monitor has no responsibility or liability to any other party (including, without limitation, any DealerDealer or Rating Agency) who is shown or gains access to any Asset Pool Monitor Report or advice. 2.9 2.10 Nothing in this Agreement precludes the Asset Monitor from taking such steps as are necessary in order to comply with any legal or regulatory requirement or any professional or ethical rules of any relevant professional body of which the Asset Monitor or any of its partners or employees is, at the time, a member. 2.10 2.11 The Asset Monitor has no responsibility to update any Asset Pool Monitor Report or advice for events occurring after its completion (which, unless provided otherwise in this Agreement, will be the date on which the final Asset Pool Monitor Report is delivered or signed), nor to monitor its continuing relevance or suitability for the purposes of any Recipient. 2.12 The Asset Monitor agrees to be appointed as asset pool monitor in accordance with the RCB Regulations and undertakes, in its capacity as Asset Pool Monitor, to comply with the RCB Regulations, the RCB Sourcebook and any guidance issued from time to time by the FCA in relation thereto.

Services of the Asset Monitor. 2.1 Subject to Clauses 2.2 2.3, 2.4 and 2.5 below2.7, if the Calculation Date immediately preceding an anniversary of the Programme Annual Submission Date falling after the date hereof falls prior to service of a Notice to Pay or a Fund Acceleration NoticePay, and subject to receipt of the information to be provided to it by the Cash Manager in accordance with Clause 3 below in relation to the calculations performed by the Cash Manager regarding the relevant Asset Coverage Test, the Asset Monitor shall as soon as reasonably practicable (and in any event not later than 10 London Business Days following receipt of such information from the Cash Manager), test the arithmetic accuracy of the calculations performed by the Cash Manager in relation to the Asset Coverage Test on the Calculation Date immediately preceding each anniversary the Annual Submission Date on the basis of and in accordance with the Programme Datecalculation in Schedule 2, with a view to confirmation of the arithmetical accuracy or otherwise of such calculations. 2.2 Following Subject to Clauses 2.3, 2.4 and 2.7, if the Calculation Date immediately preceding the Annual Submission Date falls after service of a Notice to Pay, and subject to receipt of the information to be provided to it by the Cash Manager in accordance with Clause 3 in relation to the calculations performed by the Cash Manager regarding the relevant Amortisation Test, the Asset Monitor shall as soon as reasonably practicable (and in any event not later than 10 London Business Days following receipt of such information from the Cash Manager), test the arithmetic accuracy of the calculations performed by the Cash Manager in relation to the Amortisation Test on the First Issue Date and on the Calculation Date immediately preceding each Annual Submission Date on the basis of and in accordance with the calculation in Schedule 2, with a view to confirmation of the arithmetical accuracy or otherwise of such calculations. 2.3 If and for so long as the long-term, unsecured, unguaranteed and unsubordinated debt obligation ratings of the Cash Manager or the Issuer (such ratings the Deemed Ratings) are below BBB by S&P, Baa3 by Moody's and BBB- by Fitch, or following the service of an Asset Coverage Test Breach Notice (which has not been revoked), and subject to receipt of the information to be provided to the Asset Monitor in accordance with Clause 3 below3, the Asset Monitor shall conduct the tests of the Cash Manager's calculations referred to in Clause Clauses 2.1 above and 2.2, as applicable, in respect of every Calculation Date, as applicable, as soon as reasonably practicable and shall give confirmation of the results of such tests to the Cash Manager, the LLP, the Issuer, the Bond Trustee and the Security Trustee (and in any event not later than 10 London Business Days following receipt of the relevant information from the Cash Manager). Following revocation or withdrawal If the Cash Manager and the Issuer each regains long-term, unsecured, unguaranteed and unsubordinated debt obligation ratings or, as applicable in the case of an Asset Coverage Test Breach Notice the Issuer, Deemed Ratings of at least BBB- by S&P, Baa3 by Moody's and BBB- by Fitch, the tests of the Cash Manager's calculations will be conducted by the Asset Manager Monitor annually in accordance with Clause Clauses 2.1 aboveand 2.2, as applicable. 2.3 2.4 If the tests conducted by the Asset Monitor in accordance with Clauses 2.1 2.1, 2.2 and 2.22.3, as applicable, reveal errors in the relevant calculations performed by the Cash Manager such that: (a) the Asset Coverage Test or the Amortisation Test has been failed on the relevant Calculation Date (where the Cash Manager had recorded it as being satisfied); or (b) the reported Adjusted Aggregate Loan Amount or the reported Amortisation Test Aggregate Loan Amount, as applicable, is mis-stated by the Cash Manager by an amount exceeding one per cent. of the Adjusted Aggregate Loan Amount or the Amortisation Test Aggregate Loan Amount, as applicable (as at the date of the relevant Asset Coverage Test or the relevant Amortisation Test), as calculated by the Asset Monitor based on the figures supplied by the Cash Manager, and subject to receipt of the information to be provided to the Asset Monitor in accordance with Clause 3 below3, for a period of six months thereafter the Asset Monitor shall conduct the tests of the Cash Manager's calculations referred to in Clause 2.1 or, as applicable, Clause 2.2 in respect of every Calculation Date occurring during that six month period. The Asset Monitor shall perform those tests and shall give confirmation of the results of such tests to the Cash Manager, the LLP, the Issuer, the Bond Trustee and the Security Trustee as soon as reasonably practicable and in any event not later than 10 London Business Days following receipt of the relevant information from the Cash Manager. 2.4 2.5 Subject to receipt of information to be provided to it by the Cash Manager in accordance with Clause 3 below in relation to the calculations performed by the Cash Manager, as soon as reasonably practicable (and in any event before the expiry of the relevant 10 London Business Day period referred to in, as applicable, Clauses 2.1 to 2.3 2.4 (inclusive) above)), the Asset Monitor shall notify, on a confidential basis, the parties to this Agreement, in writing, of the relevant calculations performed by the Cash Manager and of the results of its tests of the arithmetical accuracy of the Cash Manager's calculations, attached to a copy of the relevant calculations performed by the Cash Manager. If the calculations performed by the Cash Manager are not arithmetically accurate, the written notification by the Asset Monitor shall notify on a confidential basis, the parties to this Agreement in writing of the discrepancies identified in the Asset Pool Monitor Report Report, a copy of which is required to be delivered pursuant to Clause 2.72.8. 2.5 2.6 Other than in relation to the testing by the Asset Monitor of the arithmetic accuracy of the calculations performed by the Cash Manager in accordance with the provisions of this Agreement, the Asset Monitor is entitled, subject to Clause 2.62.7, to assume that all information provided to the Asset Monitor in accordance with Clause 3.1 is true and correct and is complete and not misleading and is not required to conduct an audit or other similar examination in respect of or otherwise take steps to verify the accuracy or completeness of such information or of any sources from which such information has been extracted by the Cash Manager, save that the Asset Monitor will be required to advise the Cash Manager if it has not been provided with any of those figures referred to in Clause 3.1. Furthermore, the Asset Monitor shall not be required to confirm whether the information provided to it by the Cash Manager: Manager (i) has been accurately extracted from the sources identified therein or agrees with any underlying accounting or other information; information or (ii) is presented in compliance with any relevant accounting or other definitions as to its elements and composition. 2.6 2.7 As soon as reasonably practicable following receipt of information from the Cash Manager in accordance with Clause 3.1, the Asset Monitor shall check that information against the information contained in the latest Monthly Report prepared by the Servicer for any obvious errors or inconsistencies and, if it detects any such obvious errors or inconsistencies, shall notify the other parties to this Agreement of them. Following such notification, and within three London Business Days of receipt of such notification, the Cash Manager shall provide such further or amended information to the Asset Monitor as is necessary to remedy such obvious errors or inconsistencies or shall confirm the accuracy of the information provided in accordance with Clause 3.1. The 10 London Business Day period referred to in, as applicable, Clauses 2.1 to 2.3 2.4 (inclusive) above), shall commence on and from the date that the Asset Monitor has received such further or amended information from the Cash Manager. 2.7 2.8 On completion of its calculations and procedures in respect of a Calculation Date for the purposes of this Clause 2Clauses 2.1 and 2.2, and subsequent preparation of the Asset Pool Monitor Report, the Asset Monitor will shall deliver (or procure to be delivered) a copy of the Asset Pool Monitor Report to the Cash Manager, the FundLLP, the Issuer Issuer, the Bond Trustee and the Representative Security Trustee (in their respective capacities, collectively referred to in this Agreement as the Recipients). The Cash Manager undertakes to procure that the Asset Pool Monitor Report shall contain substantively the information contained in an Asset Monitor Report and shall in no event be prepared to a lesser or less substantive standard than an Asset Monitor Report. 2.8 Each 2.9 Without prejudice to any obligations under the RCB Regulations, each Asset Pool Monitor Report and any advice the Asset Monitor provides to the Recipients in connection with this Agreement are for the exclusive use of the Recipients (in their respective capacities in which they contract as parties to this Agreement) in the context of the Programme and is provided subject to and in accordance with the terms of this the Asset Monitor Agreement. Each Asset Pool Monitor Report and such advice should not be used for any other purpose, recited or referred to in any document, copied or made available (in whole or in part) to any person other than the FCA (as competent authority under the RCB Regulations) and the parties to this Agreement, without the Asset Monitor's prior written express consent. The Recipients acknowledge that were they to do so (and without limitation) this could expose the Asset Monitor to a risk that a third party who otherwise would not have access to any such Asset Pool Monitor Reports or advice might claim to have relied upon such Asset Pool Monitor Report or advice to its detriment and might bring or threaten to bring an action, claim or proceedings against the Asset Monitor. Save as expressly provided by this Agreement, no person other than the FCA (as competent authority under the RCB Regulations) or the Recipients may rely on the Asset Pool Monitor Report, or any advice and/or information derived from them. The Asset Monitor has no responsibility or liability to any other party (including, without limitation, any DealerDealer or Rating Agency) who is shown or gains access to any Asset Pool Monitor Report or advice. 2.9 2.10 Nothing in this Agreement precludes the Asset Monitor from taking such steps as are necessary in order to comply with any legal or regulatory requirement or any professional or ethical rules of any relevant professional body of which the Asset Monitor or any of its partners or employees is, at the time, a member. 2.10 2.11 The Asset Monitor has no responsibility to update any Asset Pool Monitor Report or advice for events occurring after its completion (which, unless provided otherwise in this Agreement, will be the date on which the final Asset Pool Monitor Report is delivered or signed), nor to monitor its continuing relevance or suitability for the purposes of any Recipient. 2.12 Deloitte LLP are auditors of the LLP, the Cash Manager and the Issuer (the Companies), Deloitte LLP audits the annual accounts of the Companies (the Audited Accounts). The audit work of Deloitte LLP or its predecessor firm Deloitte & Touche LLP or Deloitte and Touche on the annual accounts of the Companies is carried out in order to report to the Companies' respective shareholders as a body in accordance with the statutory obligations under Section 475 of the Companies Xxx 0000 and is subject to separate engagement letters. The audit work is undertaken to state to the Companies' respective members those matters required to be stated in an auditor's report and for no other purpose. The audits of the Companies' annual accounts are not planned or conducted to address or reflect matters in which anyone other than such shareholders as a body may be interested. In particular, the scope of the audit work was set and judgements made by reference to the assessment of materiality in the context of the Audited Accounts taken as a whole, rather than in the context of the Asset Pool Monitor Report contemplated in this Agreement. Neither Deloitte LLP, Deloitte & Touche LLP nor Deloitte & Touche express or have expressed an opinion or other form of assurance on individual account balances, financial amounts, financial information or the adequacy of financial, accounting or management systems. The audits of the annual accounts of the Companies are not intended to address compliance with the Asset Coverage Test or the Amortisation Test, other financial covenants or other matters in which the Recipients may be primarily interested. Neither Deloitte LLP, Deloitte & Touche LLP nor Deloitte & Touche accept or assume responsibility to anyone other than the Companies and the Companies' respective members as a body, for their audit work, for their audit report or for the opinions they have formed. To the fullest extent permitted by law, neither Deloitte LLP, Deloitte & Touche LLP nor Deloitte & Touche accept or assume responsibility or liability to anyone by virtue of this Agreement or any Asset Pool Monitor Report in relation to their audits of the Companies' annual accounts. 2.13 The Asset Monitor agrees to be appointed as asset pool monitor in accordance with the RCB Regulations and undertakes, in its capacity as Asset Pool Monitor, to comply with the RCB Regulations, the RCB Sourcebook and any guidance issued from time to time by the FCA in relation thereto.