UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM ABS-15G
ASSET-BACKED SECURITIZER
REPORT PURSUANT
TO SECTION 15G OF
THE SECURITIES EXCHANGE
ACT OF 1934
Santander UK plc
(Exact name of securitizer as specified
in its charter)
Check the appropriate box to indicate
the filing obligation to which this form is intended to satisfy:
☐ Rule 15Ga-1 under the
Exchange Act (17 CFR 240.15Ga-1) for the reporting period
to
Date of Report (Date of earliest event
reported):
Commission File Number of securitizer:
Central Index Key Number of securitizer:
Name
and telephone number, including area code, of the person
to contact in connection with this filing.
Indicate by check mark whether the
securitizer has no activity to report for the initial period pursuant to Rule 15Ga-1(c)(1) ☐
Indicate by check mark whether the
securitizer has no activity to report for the quarterly period pursuant to Rule 15Ga-1(c)(2)(i) ☐
Indicate by check mark whether the
securitizer has no activity to report for the annual period pursuant to Rule 15Ga-1(c)(2)(ii) ☐
☒ Rule 15Ga-2 under the
Exchange Act (17 CFR 240.15Ga-2)
Central Index Key Number of depositor:
0001087711
Holmes Master Issuer PLC
(Exact
name of issuing entity as specified in its charter)
Central Index Key Number of issuing
entity (if applicable): 0001394660
Central Index Key Number of underwriter
(if applicable):
Thomas Ranger, +44 20 7756 6303
Name
and telephone number, including area code, of the person
to contact in connection with this filing
INFORMATION
TO BE INCLUDED IN THE REPORT
PART 1: REPRESENTATION AND WARRANTY
INFORMATION
Item 1.01 Initial
Filing of Rule 15Ga-1 Representations and Warranties Disclosure
Not applicable.
Item 1.02 Periodic
Filing of Rule 15Ga-1 Representations and Warranties Disclosure
Not applicable.
Item 1.03 Notice of Termination of Duty
to File Reports under Rule 15Ga-1
Not applicable.
PART II: FINDINGS AND CONCLUSIONS
OF THIRD-PARTY DUE DILIGENCE REPORTS
Item 2.01 Findings and Conclusions
of a Third Party Due Diligence Report Obtained by the Issuer
Santander UK plc, as securitizer and
depositor, is filing this Form ABS-15G in respect of issuances of residential mortgage-backed securities by Holmes Master Issuer PLC,
as issuing entity under Santander UK plc’s residential mortgage-backed securities issuance program, in reliance on Rule 144A under
the U.S. Securities Act of 1933, as amended, and a Third Party Due Diligence Report obtained from Deloitte LLP in connection with the
annual update of that program and issuances thereunder.
Item 2.02 Findings and Conclusions
of a Third-Party Due Diligence Report Obtained by the Underwriter
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the reporting entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Santander UK plc
Securitizer and Depositor
By: /s/ Thomas Ranger
Name: Thomas Ranger
Title: Senior officer in charge of securitization
of the securitizer
Date: July 18, 2022
 |
Deloitte
LLP
2 New Street Square
London
EC4A 3BZ
Phone: +44 (0)20 7936 3000
Fax: +44 (0)20 7583 1198
www.deloitte.co.uk- |
Independent Accountant’s Report on Applying
Asset Agreed Upon Procedures
The Board of Directors of
Holmes Master Issuer PLC
2 Triton Square
Regent’s Place
London
NW1 3AN
United Kingdom
(the “Issuer”)
The Board of Directors of
Santander UK PLC
2 Triton Square
Regent’s Place
London
NW1 3AN
United Kingdom
(the “Seller”)
Banco Santander, S.A.
Ciudad Grupo Santander
Avenida de Cantabria s/n
28660 Boadilla del Monte
Madrid, Spain
(the “Arranger”)
18 July 2022
Dear Sirs/Madams,
2022 ANNUAL UPDATE (the “Update”)
OF THE HOLMES MASTER ISSUER PLC RESIDENTIAL MORTGAGE-BACKED NOTE PROGRAMME (the “Programme”)
We have performed the procedures enumerated below
on certain mortgages (the “Loan Pool”), which were agreed to by the Issuer, the Seller and the Arranger (as defined in the
Engagement Letter). The procedures were performed to assist you in evaluating the validity of certain characteristics of the Loan Pool.
This agreed upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of
Certified Public Accountants. The appropriateness of these procedures is solely the responsibility of the Issuer, the Seller and the Arranger.
Consequently, we make no representation regarding the appropriateness of the procedures described below either for the purpose for which
this report has been requested or for any other purpose.
This report (the “Asset Agreed Upon
Procedures Report”) is addressed to the Board of Directors of the Issuer, the Board of Directors of the Seller and the Arranger
identified in the Engagement Letter who have agreed to participate in the proposed Update.
Deloitte LLP is
a limited liability partnership registered in England and Wales with registered number OC303675 and its registered office at 1 New Street
Square, London, EC4A 3HQ, United Kingdom.
Deloitte LLP is the United Kingdom affiliate of Deloitte NSE LLP, a member firm of Deloitte
Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”). DTTL and each of its member firms are legally
separate and independent entities. DTTL and Deloitte NSE LLP do not provide services to clients. Please see www.deloitte.com/about to
learn more about our global network of member firms.
© 2022 Deloitte LLP. All rights reserved.
These procedures were established with the
Issuer and the Seller and the appropriateness of the procedures is solely the responsibility of the Issuer, the Seller and the Arranger
as discussed above. The Issuer and the Seller shall be solely responsible for providing accurate and complete information requested by
Deloitte necessary to perform the procedures. Deloitte has no responsibility for the accuracy or completeness of the information provided
by or on behalf of the Issuer and the Seller, even if Deloitte had reason to know or should have known of such inaccuracy or incompleteness.
The procedures that we performed and our
findings are as follows:
| 1. | Scope of our work and factual findings |
The procedures performed were as defined in
Appendix 2 of the Engagement Letter (the “Agreed Upon Procedures”).
The Seller provided us with a data file ‘Holmes_Deloitte_28Feb22.xlsx’
(the “First Pool Run”) containing a loan identifier for each of the 41,837 loans in the Loan Pool.
A random sample of 457 loans was selected from the
First Pool Run using the sampling approach below (the “Sample”).
The Seller then provided the data file ‘Holmes_AUP_Feb22.xlsx’
containing information for each loan in the Sample (the “Sample Pool”) as at 28 February 2022 (the “Cut-off Date”).
We have carried out the Agreed upon Procedures on
the Sample Pool during 21 March to 3 May 2022.
The sampling approach
Sampling confidence is the probability that
the actual errors, within a total population, are contained within the range of an estimate. Precision is the range of that estimate.
The precision limit is the estimated maximum predicted number of errors within the total population. Sampling confidence and precision
are stated in percentages.
Attribute sampling is a method of assessing
the rate of occurrences of a specified attribute in a population and requires agreed upon procedures in relation to certain characteristics
of a random sample of individual loans. In this case the Agreed Upon Procedures related to the documentation and procedures that support
the Sample Pool contained in the First Pool Run.
Our method of calculating attribute sample
sizes is based on the binomial probability distribution.
Statistical tests can only provide estimates
of the error.
The procedures we have undertaken, set out in paragraphs
2.1 to 2.24 under the pool agreed upon procedures section below, has been limited to confirming that the selected attribute from the First
Pool Run information relating to the Sample Pool agreed to the original loan documentation or copies thereof provided to us in the loan
file. We are entitled to assume that the loan documentation is correct and we have not sought to independently verify this information.
The loan documentation used in these Agreed upon Procedures was the offer letter, additional borrowing offer letter, credit limit review,
the Report on Title (“ROT”), the Certificate of Title (“COT”), the completion letter, Official Copy of Register
Entries, the valuation report or subsequent valuer’s letter, the ANMF system, (the “System”), the data file ‘Holmes_AUP_BackUp_Feb22.xlsx’
(the “CCJ, Income and Employment Status extract”), the data file ‘System_Raw_Extract_Balances_Deloitte_Feb22.xlsx’
(the “Loan Ownership extract”) and the data file ‘Product_Type_Extract_28Feb22.xlsx’ (the “Product Type
extract”, and together with the CCJ, Income and Employment Status Extract and the Loan Ownership extract, the “System extract”).
Objectives
On the assumption that the information in the
First Pool Run is a complete and accurate representation of the Loan Pool, the sample sizes chosen were designed with the objective of
us being able to state that we are 99% confident that not more than 1% of the population of the First Pool Run contained an error in the
relevant attribute. Where errors were found in the Sample Pool, we have re-calculated the percentage errors that there might be in the
First Pool Run and noted the revised percentage below. It is for you to ensure you understand this basis of reporting and to determine
whether the errors are acceptable to you and for the purposes of the Update.
| 2. | Pool agreed upon procedures |
For each loan in the Sample Pool we carried out the
following agreed upon procedures and have given a confidence and precision percentage for each procedure.
For the purposes of this report, the failure of a
single attribute is termed an error.
In cases where the surname of the female
applicant changed to the surname of the male applicant, we were informed by the management of the Seller that such changes are as a result
of the changes in the marital status of the applicant. For the avoidance of doubt, we did not check that the changes in the surname of
the applicant were due to the change in the marital status of the applicant as no evidence of changes to the marital status were available
in the mortgage files. In relation to tests 2.1.1-2.1.2 below, substantially agreed is defined as being able to identify the borrower’s
name where minor spelling errors or reversals of initials had occurred.
| 2.1.1 | For each loan in the Sample Pool, we confirmed whether the borrower
name(s) shown on the System substantially agreed to that shown on the offer letter, additional borrowing offer letter or credit limit
review. We found that the borrower name(s) shown on the System substantially agreed to the offer letter, additional borrowing offer letter
or credit limit review, except for 2 cases. |
| |
DT Ref |
Description of exception |
| |
260 |
offer letter not available |
| |
293 |
offer letter not available |
As a result of the procedures performed
there is a 99% confidence that not more than 2% of the First Pool Run contained errors.
| 2.1.2 | For each loan in the Sample Pool, we confirmed whether the borrower
name(s) shown on the System substantially agreed with that shown on the ROT or COT or Official Copy of Register Entries. We found that
the borrower name(s) shown on the System substantially agreed to the ROT or COT or Official Copy of Register Entries, with no exception. |
As a result of the procedures performed
there is a 99% confidence that not more than 1% of the First Pool Run contained errors.
We were instructed by the
management of the Seller that this procedure should not include agreeing the postcode if other segments of the property address were
sufficient to identify the property. In addition, for new build properties, we were instructed by the management of the Seller that,
where the original plot address and final full postal address differ, these differences are expected as a mortgage progresses from
application to completion and thus these should not be considered to be errors if the property address was not substantially
changed. For the avoidance of doubt, if the postcode was missing, incomplete or incorrect, or if the original plot address and final
full postal address did not substantially differ, they were not considered to be an error. In relation to tests 2.2.1-2.2.3 below,
substantially agreed is defined as being able to identify the property address where minor spelling errors has occurred.
| 2.2.1 | For each loan in the Sample Pool, we confirmed whether the property address shown on the System substantially
agreed with that shown on the offer letter, additional borrowing offer letter or credit limit review. We found that the property address
shown on the System substantially agreed to the offer letter, additional borrowing offer letter or credit limit review, except for 2 cases. |
| |
DT Ref |
Description of exception |
| |
260 |
offer letter not available |
| |
293 |
offer letter not available |
As
a result of the procedures performed there is a 99% confidence that not more than 2% of the First Pool Run contained errors.
| 2.2.2 | For each loan in the Sample Pool, we confirmed whether the property address shown on the System substantially
agreed with that shown on the valuation report. We found that the property address shown on the System substantially agreed to the valuation
report, except for 18 cases. |
| |
DT Ref |
Description of exception |
| |
12 |
valuation report not available |
| |
14 |
valuation report not available |
| |
44 |
valuation report not available |
| |
257 |
valuation report not available |
| |
260 |
valuation report not available |
| |
261 |
valuation report not available |
| |
272 |
valuation report not available |
| |
276 |
valuation report not available |
| |
289 |
valuation report not available |
| |
292 |
valuation report not available |
| |
295 |
valuation report not available |
| |
298 |
valuation report not available |
| |
299 |
valuation report not available |
| |
306 |
valuation report not available |
| |
340 |
valuation report not available |
| |
358 |
valuation report not available |
| |
416 |
valuation report not available |
| |
454 |
valuation report not available |
As
a result of the procedures performed there is a 99% confidence that not more than 7% of the First Pool Run contained errors.
| 2.2.3 | For each loan in the Sample Pool, we confirmed whether the property address shown on the System substantially
agreed with that shown on the ROT or COT or Official Copy of Register Entries. We found that the property address shown on the System
substantially agreed to the ROT or COT or Official Copy of Register Entries, with no exception. |
As
a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.
For each loan in the Sample Pool,
we confirmed whether the property tenure agreed with that shown on the valuation report or Official Copy of Register Entries. In the case
of a loan that had been transferred to the System, we confirmed whether the property tenure agreed with that shown on the System. We found
that the property tenure agreed to one of the above documents or System, except for 1 case.
| |
DT Ref |
Description of exception |
| |
54 |
Sample Pool = Freehold; valuation report/Official Copy of Register Entries = Leasehold |
As
a result of the procedures performed there is a 99% confidence that not more than 2% of the First Pool Run contained errors.
For each loan in the Sample Pool,
we confirmed whether the net amount advanced agreed to within ± £1,000 with the net amount advanced shown on the offer letter,
additional borrowing offer letter or credit limit review, where appropriate). In the case of a loan that had been transferred to the System,
we confirmed whether the net amount advanced agreed with that shown on the System. We found that the net amount advanced agreed to within
± £1,000 to the offer letter, additional borrowing offer letter or credit limit review, where appropriate or System, except
for 2 cases.
| |
DT Ref |
Description of exception |
| |
260 |
offer letter not available |
| |
293 |
offer letter not available |
As
a result of the procedures performed there is a 99% confidence that not more than 2% of the First Pool Run contained errors.
For each loan in the Sample Pool,
we confirmed whether the current balance (defined as the interest charging balance, or the latest further advance balance plus any subsequent
transactions as at the Cut-off Date) agreed to within +/- £250 to the current balance shown on the System. We found that the current
balance agreed to within +/- £250 to the current balance shown on the System as at the Cut-off Date, with no exception.
As
a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.
For each loan in the Sample Pool,
we confirmed whether the completion date per loan part agreed, to within +/- 30 days, with the completion date per loan part shown on
the ROT or COT or Official Copy of Register Entries or completion letter. In the case of a loan that had been transferred to the System,
we confirmed whether the completion date per loan part agreed with that shown on the System. We found that the completion date per loan
part agreed, to within +/- 30 days, to one of the above documents or System, with no exception.
As
a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.
For each loan in the Sample Pool,
we confirmed whether the maturity date per loan part agreed, to within +/- 30 days, with the maturity date as at the latest active loan
part shown on the System. We found that the maturity date per loan part agreed, to within +/- 30 days, to the maturity date per loan part
as at the latest active loan shown on the System, with no exception.
As
a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.
For each loan in the Sample Pool,
we confirmed whether the valuation amount agreed with either the ‘Valuation in Present Condition’ or the ‘Valuation
Following Completion of Works’ shown on the valuation report or subsequent valuer’s letter. In the case of a loan that had
been transferred to the System or where an indexed valuation had been used, we confirmed whether the valuation amount agreed with the
valuation amount shown on the System. We found that the valuation amount agreed to the above, except for 13 cases.
| |
DT Ref |
Description of exception |
| |
14 |
valuation report not available |
| |
44 |
valuation report not available |
| |
257 |
valuation report not available |
| |
260 |
valuation report not available |
| |
261 |
valuation report not available |
| |
272 |
valuation report not available |
| |
276 |
valuation report not available |
| |
292 |
valuation report not available |
| |
299 |
valuation report not available |
| |
306 |
valuation report not available |
| |
340 |
valuation report not available |
| |
416 |
valuation report not available |
| |
454 |
valuation report not available |
As
a result of the procedures performed there is a 99% confidence that not more than 6% of the First Pool Run contained errors.
For each loan in the Sample Pool,
we confirmed whether the valuation date agreed, to within +/- 30 days, with the valuation date shown on the valuation report or subsequent
valuer’s letter. In the case of a loan that had been transferred to the System or where an indexed valuation had been used, we confirmed
whether the valuation date agreed with the valuation date shown on the System. We found that the valuation date agreed to the above, except
for 13 cases.
| |
DT Ref |
Description of exception |
| |
14 |
valuation report not available |
| |
44 |
valuation report not available |
| |
257 |
valuation report not available |
| |
260 |
valuation report not available |
| |
261 |
valuation report not available |
| |
272 |
valuation report not available |
| |
276 |
valuation report not available |
| |
292 |
valuation report not available |
| |
299 |
valuation report not available |
| |
306 |
valuation report not available |
| |
340 |
valuation report not available |
| |
416 |
valuation report not available |
| |
454 |
valuation report not available |
As
a result of the procedures performed there is a 99% confidence that not more than 6% of the First Pool Run contained errors.
| 2.10. | Document Signatories |
| 2.10.1 | For each loan in the Sample Pool, we confirmed whether the Valuation Report has been signed. In the case
of a loan that had been transferred to the Systems, we did not perform this procedure. We found the valuation report to be signed, except
for 18 cases. |
| |
DT Ref |
Description of exception |
| |
12 |
valuation report not available |
| |
14 |
valuation report not available |
| |
44 |
valuation report not available |
| |
257 |
valuation report not available |
| |
260 |
valuation report not available |
| |
261 |
valuation report not available |
| |
272 |
valuation report not available |
| |
276 |
valuation report not available |
| |
289 |
valuation report not available |
| |
292 |
valuation report not available |
| |
295 |
valuation report not available |
| |
298 |
valuation report not available |
| |
299 |
valuation report not available |
| |
306 |
valuation report not available |
| |
340 |
valuation report not available |
| |
358 |
valuation report not available |
| |
416 |
valuation report not available |
| |
454 |
valuation report not available |
As
a result of the procedures performed there is a 99% confidence that not more than 7% of the First Pool Run contained errors.
| 2.10.2 | For each loan in the Sample Pool, we confirmed whether the ROT or COT has been signed. In the case of
a loan where Official Copy of Register Entries is present in place instead of a ROT or COT, we did not perform this procedure. In the
case of a loan that had been transferred to the System, we did not perform this procedure. We found one of the above documents to be signed,
with no exception. |
As
a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.
For each loan in the Sample Pool,
we confirmed whether the repayment type agreed with the repayment type shown on the System. We found that the repayment type agreed to
the System, with no exception.
As
a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.
For each loan in the Sample Pool,
we confirmed whether the product type agreed with the product type shown on the System or the System extract. We found that the product
type agreed to the System or the System extract, with no exception.
As
a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.
For each loan in the Sample Pool,
we confirmed whether the valuation type agreed with the valuation type shown on the System. We found that the valuation type agreed to
the System, except for 4 cases.
| |
DT Ref |
Description of exception |
| |
60 |
Sample Pool = Full, internal and external inspection; System = HPI |
| |
66 |
Sample Pool = Full, internal and external inspection; System = HPI |
| |
306 |
Sample Pool = Full, internal and external inspection; System = HPI |
| |
317 |
Sample Pool = Full, internal and external inspection; System = HPI |
As
a result of the procedures performed there is a 99% confidence that not more than 3% of the First Pool Run contained errors.
For each loan in the Sample Pool,
we confirmed whether the arrears balance amount agreed to the arrears balance amount shown on the System as at the Cut-off Date. We found
that the arrears balance amount agreed to the arrears balance amount shown on the System as at the Cut-off Date, with no exception.
As
a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.
For each loan in the Sample Pool,
we confirmed whether the loan ownership agreed with the loan ownership shown on the System or the System extract. We found that the loan
ownership agreed to the System or the System extract, with no exception.
As
a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.
| 2.16 | Monthly payment amount |
For each loan in the Sample Pool, we confirmed
whether the monthly payment amount agreed, to within +/- £0.01, with that shown on the System as at the Cut-off Date. We found that
the monthly payment amount agreed, to within +/- £0.01, to that shown on the System as at the Cut-off Date, with no exception.
As
a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.
For each loan in the Sample Pool, we confirmed
whether the credit score agreed with that shown on the System extract. We found that the credit score agreed to the System extract, with
no exception.
As
a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.
For each loan in the Sample Pool, we confirmed
whether the income amount for the primary borrower agreed with that shown on the System extract. We found that the income amount for the
primary borrower agreed to the System extract, with no exception.
As
a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.
For each loan in the Sample Pool, we confirmed
whether the account number shown on the Look-Up file agreed to the System. We found that the account number agreed to the System, with
no exception.
As
a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.
For each loan in the Sample Pool, we confirmed
whether the term of the loan defined as the difference between the original completion date and current maturity date agreed, to within
+/- 30 days, to the System. We found that the term of the loan defined as the difference between the original completion date and current
maturity date agreed, to within +/- 30 days, to the System, with no exception.
As
a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.
For each loan in the Sample Pool, we
confirmed whether the employment status for all borrower(s) agreed to the System or the System extract. We found that the employment
status for all borrower(s) agreed to the System or the System extract, except for 1 case.
| |
DT Ref |
Description of exception |
| |
329 |
Sample Pool Borrower 2 = ND; System extract = 2,11 (Unemployed) |
As
a result of the procedures performed there is a 99% confidence that not more than 2% of the First Pool Run contained errors.
| 2.22 | Current Interest Rate |
For each loan in the Sample Pool, we confirmed
whether the current interest rate agreed to the System. We found that the current interest rate agreed to the System, with no exception.
As
a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.
For each loan in the Sample Pool, we confirmed
whether the revisionary date shown agreed to the System. We found that the revisionary date agreed to the System, with no exception.
As
a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.
For each loan in the Sample Pool, we confirmed
whether the borrower(s) year of birth agreed to the System. We found that the borrower(s) year of birth agreed to the System, with no
exception.
As
a result of the procedures performed there is a 99% confidence that not more than 1% of the First Pool Run contained errors.
The management of the Seller provided
the data files ‘AZ_STAFF_INDICATOR.xlsx’, ‘AZ_TENURE_TYPE_28Feb22.xlsx’,‘Holmes_First_Payment_Date_28Feb22.xlsx’,‘Holmes_Initial_LTV_28Feb22.xlsx’,
‘Holmes_Latest_Advance_Valuation_28Feb22.xls’ and ‘LLD_HOLMES_28FEB2022.csv’ (together, the “Eligibility
Data Files”) containing data in respect of the Loan Pool as at 28 February 2022 (the “Cut-off-Date”. For the avoidance
of doubt, we have not independently verified the data in the Eligibility Data Files. We used the Eligibility Data Files to confirm whether
certain eligibility criteria (as listed below which the Seller has identified as required to be met for the purpose of the Update had
been met.
| 3.1 | We confirmed whether each loan was originated by the Seller; |
| 3.2 | We confirmed whether each loan was originated and is denominated in pounds sterling; |
| 3.3 | We confirmed whether each loan matures for repayment not later than the maximum loan maturity date; |
| 3.4 | We confirmed whether each loan does not have an outstanding principal balance of more than £750,000; |
| 3.5 | We confirmed whether each borrower has made at least one monthly payment; |
| 3.6 | We confirmed whether each loan is not guaranteed by a third party; |
| 3.7 | We confirmed whether all of the borrowers are individuals; |
| 3.8 | We confirmed whether each loan is not made to an employee or officer of the Seller; |
| 3.9 | We confirmed whether all of the properties are in England, Wales or Scotland; |
| 3.10 | We confirmed whether (i) each property constitutes a separate dwelling unit and (ii) is either freehold,
heritable or leasehold; |
| 3.11 | We confirmed whether each borrower was at least eighteen years old at the time of origination; |
| 3.12 | We confirmed whether there is no property subject of a shared ownership lease arrangement or staircase
purchasing arrangement; |
| 3.13 | (i) We confirmed whether each property had a valuation date no more than 18 months as at the latest loan
advance date; |
(ii) We confirmed whether the principal amount
of the initial advance advanced is not more than 95% of the lower of the purchase price and the appraised value;
We confirmed that each loan in the Eligibility Data
Files agreed to the above criteria, with no exception.
4. Scope of this Asset Agreed Upon Procedures Report
The scope of our work in preparing this Asset Agreed
Upon Procedures Report was limited solely to those procedures set out above. We were not engaged to and did not conduct an audit the objective
of which would be the expression of an opinion on the matters subject to the procedures described above. Accordingly we do not express
any opinion or overall conclusion on the procedures we have performed. You are responsible for determining whether the scope of our work
specified is sufficient for your purposes and we make no representation regarding the appropriateness of these procedures for your purposes.
If we were to perform additional procedures, other matters might come to our attention that would be reported to you.
This Asset Agreed Upon Procedures Report should not
be taken to supplant any other enquiries and procedures that may be necessary to satisfy the requirements of the recipients of this Asset
Agreed Upon Procedures Report.
This Asset Agreed Upon Procedures Report has been
prepared for use in connection with the offering of securities inside of the United States and in accordance with United States attestation
standards established by the American Institute of Certified Public Accountants and not in accordance with United Kingdom or other professional
standards. This Asset Agreed Upon Procedures Report is only intended to be relied on in connection with any obligations or responsibilities
in connection with the Update that you may have under any legislation, regulations and/or rule of law under United States federal or state
securities law. We accept no responsibility to, and deny any liability to, any person or in any way arising from or in connection with
the use of this Asset Agreed Upon Procedures Report in connection with any offering of securities outside the United States.
5. Use of this Asset Agreed Upon Procedures Report
Subject to the terms specified in in our Engagement
Letter dated 18 July 2022, this Asset Agreed Upon Procedures Report is provided solely for the private information and use of the Issuer,
the Seller, and the Arranger and is not intended to be and should not be used by anyone other than the Issuer, the Seller, and the Arranger.
This Agreed Upon Procedures Report should not be included in any publicly filed or publicly available document nor should this Agreed
Upon Procedures Report, the services performed hereunder, or Deloitte’s engagement hereunder be referred to in any publicly filed
or publicly available document, in each case, except under the terms specified in our Engagement Letter. For the avoidance of doubt, the
Arranger is being provided with the Asset Agreed Upon Procedures Report in its capacity as addressee and not the engaging party.
If you have any questions or would like to discuss
the content of this Asset Agreed Upon Procedures Report please do not hesitate to contact Dan Keeble on 0207 303 4461.
Yours truly,
/s/ Deloitte LLP
Deloitte LLP
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