Common use of ADJUSTMENTS TO TRUST PROPERTY Clause in Contracts

ADJUSTMENTS TO TRUST PROPERTY. If any of the following events has occurred during a Trust Calculation Period, then (subject to the Cash Manager receiving notice or otherwise being aware of the occurrence of the event) for the purposes of making the Trust Property Calculation Adjustments, the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be reduced or, as the case may be, deemed to be reduced: (a) any Borrower exercises a right of set-off in relation to any Mortgage Loan in the Trust Property so that the amount of principal and/or interest owing under such Mortgage Loan is reduced but no corresponding payment is received by the Mortgages Trustee, in which event the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be reduced by an amount equal to the amount so set-off by such Borrower; and/or (b) a Mortgage Loan or (as applicable) its Related Security (i) is in breach of the Representations and Warranties in the Mortgage Sale Agreement as at the Initial Closing Date or, as the case may be, the relevant Assignment Date or (ii) is the subject of a Product Switch or a Further Advance or in respect of which the Borrower has accepted an offer by the Seller of a Personal Secured Loan in respect of which the Seller has elected to purchase the relevant Mortgage Loan or Mortgage Loans and Related Security, and in the case of (i) above the Seller fails to repurchase and in the case of (ii) above the Seller fails to purchase, the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security as required by the terms of the Mortgage Sale Agreement; in which event the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments by an amount equal to the Current Balance of the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account (together with Arrears of Interest and Accrued Interest) which the Seller has failed to repurchase or purchase, as applicable; and/or (c) the Security Trustee is notified that a Flexible Mortgage Loan or part thereof has been determined by a court judgment on the point or as a result of a determination by a relevant regulatory authority (whether or not in relation to an analogous flexible mortgage loan product of another UK mortgage lender): (i) to be unenforceable; and/or (ii) not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property, and, in either case, such Flexible Mortgage Loan is not otherwise subject to the repurchase obligation under the Mortgage Sale Agreement, in which event, the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments by an amount equal to that portion of the Current Balance of the Flexible Mortgage Loan which is so determined to be unenforceable or not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property; and/or (d) (i) in respect of breaches of Representations and Warranties in the Mortgage Sale Agreement, the Seller would be required to repurchase a Mortgage Loan and its Related Security and (ii) in respect of a Mortgage Loan subject to a Further Advance or a Product Switch or in respect of which the Borrower has accepted an offer by the Seller of a Personal Loan, the Seller elects to purchase the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security in accordance with the terms of the Mortgage Sale Agreement, but such Mortgage Loan and its Related Security are not capable of being repurchased or purchased, as applicable; in which event the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments by an amount equal to the Current Balance of the relevant Mortgage Loan (together with Arrears of Interest and Accrued Interest) which is not capable of being repurchased or purchased, as applicable; and/or (e) the Seller breaches any other material warranty under the Mortgage Sale Agreement and/or (for so long as it is the Administrator) the Administration Agreement, in which event the aggregate Current Balance of Mortgage Loans constituting the Trust Property shall be deemed for the purposes of making the Trust Property Calculation Adjustments to be reduced by an amount equivalent to all losses, costs, liabilities, claims, expenses and damages incurred by the Beneficiaries as a result of such breach. The reductions and deemed reductions set out in paragraphs (a), (b), (c), (d) and (e) of this Clause and any resulting loss shall, subject to Clause 9.1 (Initial Minimum Seller Share), be allocated on the relevant Distribution Date, Assignment Date or Funding Contribution Date (as applicable) first to the Seller Share of the Trust Property (or for the purposes of calculating the Seller Share of the Trust Property as the case may be) until the Seller Share is zero and thereafter shall be allocated to the Funding Share of the Trust Property. If at, or any time after the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interest, right or benefit relating to the whole or that portion of any Mortgage Loan and its Related Security which is or has been subject to any matter described in paragraphs (a) through (e) above and in respect of which the Seller Share of the Trust Property has been reduced or deemed reduced such property, interest, right or benefit will constitute a Revenue Receipt and the Mortgages Trustee will remit, assign or transfer the same to Funding (but only if and to the extent that the related reductions or deemed reductions were applied against the Funding Share of the Trust Property) and thereafter to the Seller, as the case may require, and until it does so or to the extent that the Mortgage Trustee is unable to effect such remittance, assignment or transfer, the Mortgages Trustee will hold such property, interest, right or benefit and/or the proceeds thereof upon trust absolutely for Funding and/or the Seller (separate from the Mortgages Trust), as the case may require.

ADJUSTMENTS TO TRUST PROPERTY. If any of the following events has occurred during a Trust Calculation Period, then (subject to the Cash Manager receiving notice or otherwise being aware of the occurrence of the event) for the purposes of making the Trust Property Calculation Adjustments, On each Relevant Distribution Date the aggregate Current Outstanding Principal Balance of the Mortgage Loans constituting the Trust Property shall be reduced or, as the case may be, deemed to be reducedreduced for the purposes of the calculation set out in "G" above, if any of the following events has occurred in the Distribution Period ending on the Relevant Distribution Date: (a) any Borrower exercises a right of set-off in relation to any Mortgage Loan in Loans constituting part of the Trust Property so that the amount of principal and/or interest owing under such Mortgage Loan a loan is reduced but no corresponding payment amount is received by the Mortgages Trustee, ; in which event the aggregate Current Balance total amount of the Mortgage Loans constituting the Trust Property shall be reduced by an amount equal to the amount so set-off by such Borroweroff; and/or (b) a Mortgage Loan or (as applicable) its Related Security (i) is in breach of does not comply with the Representations and Loan Warranties in the Mortgage Sale Agreement as at the Initial Closing Date or, as the case may be, the relevant Assignment Date or (ii) is the subject of a Product Switch or a Further Advance or in respect other obligation of which the Borrower has accepted an offer by the Seller to repurchase (including, for the avoidance of a Personal Secured Loan in respect doubt, any obligation to repurchase pursuant to Clause 7.4 of which the Seller has elected to purchase the relevant Mortgage Loan or Mortgage Loans and Related SecuritySale Agreement), and in the case of (i) above if the Seller fails to repurchase and in the case of (ii) above the Seller fails to purchase, the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security as required by the terms of the Mortgage Sale Agreement; in which event the aggregate Current Balance of the Mortgage Loans constituting , then the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation in "G" above by an amount equal to the Current Outstanding Principal Balance of the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account (together with Arrears of Interest and Accrued Interest) which the Seller has failed to repurchase or purchase, as applicable; and/or (c) the Security Trustee is notified that a Flexible Mortgage Loan or part thereof has been determined by a court judgment on the point or as a result of a determination by a relevant regulatory authority (whether or not in relation to an analogous flexible mortgage loan product of another UK mortgage lender): (i) to be unenforceable; and/or (ii) not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property, and, in either case, such Flexible Mortgage Loan is not otherwise subject to the repurchase obligation under the Mortgage Sale Agreement, in which event, the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments by an amount equal to that portion of the Current Balance of the Flexible Mortgage Loan which is so determined to be unenforceable or not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property; and/or (d) (i) in respect of breaches of Representations and Warranties in the Mortgage Sale Agreement, the Seller would be required to repurchase a Mortgage Loan and its Related Security and (ii) in respect of a Mortgage Loan subject to a Further Advance or a Product Switch or in respect of which the Borrower has accepted an offer by the Seller of a Personal Loan, the Seller elects to purchase the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security in accordance with the terms of the Mortgage Sale Agreement, but such Mortgage Loan and its Related Security are not capable of being repurchased or purchasedrepurchase, as applicable; in which event the aggregate Current Balance of the Mortgage Loans constituting case the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation in "G" above by an amount equal to the Current Outstanding Principal Balance of the relevant Loan or Loans under the relevant Mortgage Loan (Account together with Arrears of Interest and Accrued Interest) which is not capable of being repurchased or purchased, as applicable; and/or (ed) the Seller materially breaches any other material obligation or warranty under the Mortgage Sale Agreement and/or (for so long as it is the AdministratorServicer) the Administration Servicing Agreement, which is also grounds for terminating the appointment of the Servicer in which event the aggregate Current Outstanding Principal Balance of Mortgage Loans constituting the Trust Property shall be deemed for the purposes of making the Trust Property Calculation Adjustments calculation in "G" above to be reduced by an amount equivalent to all losses, costs, liabilities, claims, expenses and damages incurred by the Beneficiaries as a result of such breach. The reductions and deemed reductions set out in paragraphs (a), (b), (c), (d) and ; and/or (e) of this Clause and any resulting loss shall, subject to Clause 9.1 (Initial Minimum Seller Share), be allocated on the relevant Distribution Date, Assignment Date or Funding Contribution Date (as applicable) first to the Seller Share of Mortgages Trustee Revenue Receipts is less than the Loss Amount (as defined in Clause 10.3) payable to the Mortgages Trustee and/or Funding in accordance with Clause 10.3, in which case the Trust Property (or shall be deemed to be reduced for the purposes of calculating the Seller Share of the Trust Property as the case may be) until the Seller Share is zero and thereafter shall be allocated calculation in "G" above by an amount equal to the Funding Share of shortfall in the Trust Property. If at, or any time after the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interest, right or benefit relating to the whole or that portion of any Mortgage Loan and its Related Security which is or has been subject to any matter described in paragraphs Loss Amount. (a) through (e) above and in respect of which the Seller Share of the Trust Property has been reduced or deemed reduced such property, interest, right or benefit will constitute a Revenue Receipt and the Mortgages Trustee will remit, assign or transfer the same to Funding (but only if and to the extent that the related reductions or deemed reductions were applied against the Funding Share of the Trust Property) and thereafter to the Seller, as the case may require, and until it does so or to the extent that the Mortgage Trustee is unable to effect such remittance, assignment or transfer, the Mortgages Trustee will hold such property, interest, right or benefit and/or the proceeds thereof upon trust absolutely for Funding and/or the Seller (separate from the Mortgages Trust), as the case may require.

ADJUSTMENTS TO TRUST PROPERTY. If any of the following events has occurred during a Trust Calculation Period, then (subject to the Cash Manager receiving notice or otherwise being aware of the occurrence of the event) for the purposes of making the Trust Property Calculation Adjustmentscalculation in "G" of Clauses 8.2(a) or 8.2(b) above, the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be reduced or, as the case may be, deemed to be reduced: (a) any Borrower exercises a right of set-off in relation to any Mortgage Loan in the Trust Property so that the amount of principal and/or interest owing under such Mortgage Loan is reduced but no corresponding payment is received by the Mortgages Trustee, in which event the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be reduced by an amount equal to the amount so set-off by such Borrower; and/or (b) a Mortgage Loan or (as applicable) its Related Security (i) is in breach of the Representations and Loan Warranties in the Mortgage Sale Agreement as at the Initial Closing Date or, as the case may be, the relevant Assignment Date or (ii) is the subject of a Product Switch or a Further Advance or in respect of which the Borrower has accepted an offer by the Seller of a Personal Secured Loan in respect of which the Seller has elected to purchase repurchase the relevant Mortgage Loan or Mortgage Loans and Related SecurityLoan, and in the case of (i) above the Seller fails to repurchase and in the case of (ii) above the Seller fails to purchase, the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security as required by the terms of the Mortgage Sale Agreement; in which event the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation in "G" above by an amount equal to the Current Balance of the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account (together with Arrears of Interest and Accrued Interest) which the Seller has failed to repurchase or purchase, as applicablerepurchase; and/or (c) the Security Trustee is notified that a Flexible Mortgage Loan or part thereof has been determined by a court judgment on the point or as a result of a determination by a relevant regulatory authority (whether or not in relation to an analogous flexible mortgage loan product of another UK mortgage lender): (i) to be unenforceable; and/or (ii) not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property, and, in either case, such Flexible Mortgage Loan is not otherwise subject to the repurchase obligation under the Mortgage Sale Agreement, in which event, the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation in "G" above by an amount equal to that portion of the Current Balance of the Flexible Mortgage Loan which is so determined to be unenforceable or not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property; and/or (d) (i) in respect of breaches of Representations and Warranties in the Mortgage Sale Agreement, the Seller would be required to repurchase a Mortgage Loan and its Related Security and (ii) in respect of a Mortgage Loan subject to a Further Advance or a Product Switch or in respect of which the Borrower has accepted an offer by the Seller of a Personal Loan, the Seller elects to purchase the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security in accordance with the terms of the Mortgage Sale Agreement, but such Mortgage Loan and its Related Security are not capable of being repurchased or purchased, as applicablerepurchased; in which event the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation in "G" above by an amount equal to the Current Balance of the relevant Mortgage Loan (together with Arrears of Interest and Accrued Interest) which is not capable of being repurchased or purchased, as applicablerepurchased; and/or (e) the Seller breaches any other material warranty under the Mortgage Sale Agreement and/or (for so long as it is the Administrator) the Administration Agreement, in which event the aggregate Current Balance of Mortgage Loans constituting the Trust Property shall be deemed for the purposes of making the Trust Property Calculation Adjustments calculation in "G" above to be reduced by an amount equivalent to all losses, costs, liabilities, claims, expenses and damages incurred by the Beneficiaries as a result of such breach. The reductions and deemed reductions set out in paragraphs (a), (b), (c), (d) and (e) of this Clause and any resulting loss shall, subject to Clause 9.1 (Initial Minimum Seller Share), be allocated on the relevant Distribution Date, Assignment Date or Funding Contribution Assignment Date (as applicable) first to the Seller Share of the Trust Property (or for the purposes of calculating the Seller Share of the Trust Property as the case may be) until the Seller Share is zero and thereafter shall be allocated to the Funding Share of the Trust Property. If at, or any time after the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interest, right or benefit relating to the whole or that portion of any Mortgage Loan and its Related Security which is or has been subject to any matter described in paragraphs (a) through though (e) above and in respect of which the Seller Share of the Trust Property has been reduced or deemed reduced such property, interest, property interest right or benefit will constitute a Revenue Receipt and the Mortgages Trustee will remit, assign or transfer the same to Funding (but only if and to the extent that the related reductions or deemed reductions were applied against the Funding Share of the Trust Property) and thereafter to the Seller, as the case may require, and until it does so or to the extent that the Mortgage Trustee is unable to effect such remittance, assignment or transfer, the Mortgages Trustee will hold such property, interest, right or benefit and/or the proceeds thereof upon trust absolutely for Funding and/or the Seller (separate from the Mortgages Trust), as the case may require.

ADJUSTMENTS TO TRUST PROPERTY. If any of the following events has occurred during a Trust (a) On each relevant Calculation Period, then (subject to the Cash Manager receiving notice or otherwise being aware of the occurrence of the event) for the purposes of making the Trust Property Calculation AdjustmentsDate, the aggregate Current Outstanding Principal Balance of the Mortgage Loans constituting the Trust Property shall be reduced or, as the case may be, deemed to be reducedreduced for the purposes of the calculation set out in "G" above, if any of the following events has occurred during the Calculation Period immediately preceding the relevant Calculation Date: (ai) any Borrower exercises a right of set-off in relation to any Mortgage Loan in Loans constituting part of the Trust Property so that the amount of principal and/or interest owing under such Mortgage Loan a loan is reduced but no corresponding payment amount is received by the Mortgages Trustee, Trustee in which event the aggregate Current Balance total amount of the Mortgage Loans constituting the Trust Property shall be reduced by an amount equal to the amount so set-off by such Borroweroff; and/or (bii) a Mortgage Loan or (as applicable) its Related Security (i) is in breach of the Representations and Loan Warranties in the Mortgage Sale Agreement as at the Initial Closing Date orAgreement, as the case may be, the relevant Assignment Date or (ii) is the subject of a Product Switch or a Further Advance or (iii) is the subject of a Product Switch in respect the circumstances set out in CLAUSE 8.4 of which the Borrower has accepted an offer by Mortgage Sale Agreement or other obligation of the Seller of a Personal Secured Loan in respect of which the Seller has elected to purchase the relevant Mortgage Loan or Mortgage Loans and Related Securityrepurchase, and in the case of (i) above if the Seller fails to repurchase and in the case of (ii) above the Seller fails to purchase, the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security as required by the terms of the Mortgage Sale Agreement; in which event the aggregate Current Balance of the Mortgage Loans constituting , then the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation of "G" in CLAUSE 8.2 above by an amount equal to the Current Outstanding Principal Balance of the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account (together with Arrears of Interest and Accrued Interest) which the Seller has failed to repurchase or purchase, as applicable; and/or (ciii) the Security Trustee is notified that a Flexible Mortgage Loan or part thereof has been determined by a court judgment on the point or as a result of a determination by a relevant regulatory authority (whether or not in relation to an analogous flexible mortgage loan product of another UK mortgage lender): (i) to be unenforceable; and/or (ii) not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property, and, in either case, such Flexible Mortgage Loan is not otherwise subject to the repurchase obligation under the Mortgage Sale Agreement, in which event, the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments by an amount equal to that portion of the Current Balance of the Flexible Mortgage Loan which is so determined to be unenforceable or not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property; and/or (d) (i) in respect of breaches of Representations and Warranties in the Mortgage Sale Agreement, the Seller would be required to repurchase a Mortgage Loan and its Related Security and (ii) in respect of a Mortgage Loan subject to a Further Advance or a Product Switch or in respect of which the Borrower has accepted an offer by the Seller of a Personal Loan, the Seller elects to purchase the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security in accordance with the terms of the Mortgage Sale Agreement, but such Mortgage Loan and its Related Security are not capable of being repurchased or purchasedrepurchase, as applicable; in which event the aggregate Current Balance of the Mortgage Loans constituting case the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation of "G" in CLAUSE 8.2 above by an amount equal to the Current Outstanding Principal Balance of the relevant Loan or Loans under the relevant Mortgage Loan (Account together with Arrears of Interest and Accrued Interest) which is not capable of being repurchased or purchased, as applicable; and/or (eiv) the Seller materially breaches any other material warranty under the Mortgage Sale Agreement and/or (for so long as it is the AdministratorServicer) the Administration Servicing Agreement, in which event the aggregate Current Outstanding Principal Balance of Mortgage Loans constituting the Trust Property shall be deemed for the purposes of making the Trust Property Calculation Adjustments calculation of "G" in CLAUSE 8.2 above to be reduced by an amount equivalent to all losses, costs, liabilities, claims, expenses and damages incurred by the Beneficiaries as a result of such breach. . (b) The reductions and deemed reductions set out in paragraphs paragraph (i) to (iv) (inclusive) of CLAUSE 8.4 (a), ) above shall be made on the relevant Calculation Date first to the Seller's Share (b), (c), (d) and (e) of this Clause and any resulting loss shall, subject to Clause 9.1 (Initial including the Minimum Seller Share), be allocated on the relevant Distribution Date, Assignment Date or Funding Contribution Date (as applicable) first to the Seller Share of the Trust Property (or for the purposes of calculating the Seller Share of the Trust Property as the case may be) until the Seller Share is zero only, and thereafter shall be allocated made to the Funding 1 Share of the Trust Property. . (c) If at, or at any time after the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, order any property, interest, right or benefit relating to the whole or that portion of any Mortgage Loan and its Related Security which is or has been subject to any matter described in reduction or deemed reduction pursuant to paragraphs (ai) through to (eiv) above and in respect (inclusive) of which the Seller Share of the Trust Property has been reduced or deemed reduced CLAUSE 8.4(a) above, then such property, interest, right or benefit will shall constitute a Revenue Receipt and under the Mortgages Trustee will remit, assign or transfer the same relevant Loan. Such Revenue Receipt shall belong to Funding 1 (but only if and to the extent that the related reductions or deemed reductions were applied against the Funding 1 Share of the Trust Property) and thereafter shall belong to the Seller, as the case may require, and until it does so or to the extent that the Mortgage Trustee is unable to effect such remittance, assignment or transfer, the Mortgages Trustee will hold such property, interest, right or benefit and/or the proceeds thereof upon trust absolutely for Funding and/or the Seller (separate from the Mortgages Trust), as the case may require.

ADJUSTMENTS TO TRUST PROPERTY. If any of the following events has occurred during a Trust Calculation Period, then (subject to the Cash Manager receiving notice or otherwise being aware of the occurrence of the event) for the purposes of making the Trust Property Calculation Adjustmentscalculation in "G" of Clauses 8.2(a), 8.2(b) or 8.2(c) above, the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be reduced or, as the case may be, deemed to be reduced: (a) any Borrower exercises a right of set-off in relation to any Mortgage Loan in the Trust Property so that the amount of principal and/or interest owing under such Mortgage Loan is reduced but no corresponding payment is received by the Mortgages Trustee, in which event the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be reduced by an amount equal to the amount so set-off by such Borrower; and/or (b) a Mortgage Loan or (as applicable) its Related Security (i) is in breach of the Representations and Loan Warranties in the Mortgage Sale Agreement as at the Initial Closing Date or, as the case may be, the relevant Assignment Date or (ii) is the subject of a Product Switch or a Further Advance or in respect of which the Borrower has accepted an offer by the Seller of a Personal Secured Loan in respect of which the Seller has elected to purchase repurchase the relevant Mortgage Loan or Mortgage Loans and Related SecurityLoan, and in the case of (i) above the Seller fails to repurchase and in the case of (ii) above the Seller fails to purchase, the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security as required by the terms of the Mortgage Sale Agreement; in which event the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation in "G" above by an amount equal to the Current Balance of the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account (together with Arrears of Interest and Accrued Interest) which the Seller has failed to repurchase or purchase, as applicablerepurchase; and/or (c) the Security Trustee is notified that a Flexible Mortgage Loan or part thereof has been determined by a court judgment on the point or as a result of a determination by a relevant regulatory authority (whether or not in relation to an analogous flexible mortgage loan product of another UK mortgage lender): (i) to be unenforceable; and/or (ii) not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property, and, in either case, such Flexible Mortgage Loan is not otherwise subject to the repurchase obligation under the Mortgage Sale Agreement, in which event, the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation in "G" above by an amount equal to that portion of the Current Balance of the Flexible Mortgage Loan which is so determined to be unenforceable or not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property; and/or (d) (i) in respect of breaches of Representations and Warranties in the Mortgage Sale Agreement, the Seller would be required to repurchase a Mortgage Loan and its Related Security and (ii) in respect of a Mortgage Loan subject to a Further Advance or a Product Switch or in respect of which the Borrower has accepted an offer by the Seller of a Personal Loan, the Seller elects to purchase the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security in accordance with the terms of the Mortgage Sale Agreement, but such Mortgage Loan and its Related Security are not capable of being repurchased or purchased, as applicablerepurchased; in which event the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation in "G" above by an amount equal to the Current Balance of the relevant Mortgage Loan (together with Arrears of Interest and Accrued Interest) which is not capable of being repurchased or purchased, as applicablerepurchased; and/or (e) the Seller breaches any other material warranty under the Mortgage Sale Agreement and/or (for so long as it is the Administrator) the Administration Agreement, in which event the aggregate Current Balance of Mortgage Loans constituting the Trust Property shall be deemed for the purposes of making the Trust Property Calculation Adjustments calculation in "G" above to be reduced by an amount equivalent to all losses, costs, liabilities, claims, expenses and damages incurred by the Beneficiaries as a result of such breach. The reductions and deemed reductions set out in paragraphs (a), (b), (c), (d) and (e) of this Clause and any resulting loss shall, subject to Clause 9.1 (Initial Minimum Seller Share), be allocated on the relevant Distribution Date, Assignment Date or Funding Contribution Date (as applicable) first to the Seller Share of the Trust Property (or for the purposes of calculating the Seller Share of the Trust Property as the case may be) until the Seller Share is zero and thereafter shall be allocated to the Funding Share of the Trust Property. If at, or any time after the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interest, right or benefit relating to the whole or that portion of any Mortgage Loan and its Related Security which is or has been subject to any matter described in paragraphs (a) through though (e) above and in respect of which the Seller Share of the Trust Property has been reduced or deemed reduced such property, interest, property interest right or benefit will constitute a Revenue Receipt and the Mortgages Trustee will remit, assign or transfer the same to Funding (but only if and to the extent that the related reductions or deemed reductions were applied against the Funding Share of the Trust Property) and thereafter to the Seller, as the case may require, and until it does so or to the extent that the Mortgage Trustee is unable to effect such remittance, assignment or transfer, the Mortgages Trustee will hold such property, interest, right or benefit and/or the proceeds thereof upon trust absolutely for Funding and/or the Seller (separate from the Mortgages Trust), as the case may require.

ADJUSTMENTS TO TRUST PROPERTY. If any of the following events has occurred during a Trust Calculation Period, then (subject to the Cash Manager receiving notice or otherwise being aware of the occurrence of the event) for the purposes of making the Trust Property Calculation Adjustments, On each Relevant Distribution Date the aggregate Current Outstanding Principal Balance of the Mortgage Loans constituting comprised in the Trust Property shall be reduced or, as the case may be, deemed to be reducedreduced for the purposes of the calculation set out in "H" above, if any of the following events has occurred in the immediately preceding Distribution Period: (a) any Borrower exercises a right of set-off in relation to any Mortgage Loan in Loans constituting part of the Trust Property so that the amount of principal and/or interest owing under such Mortgage Loan a loan is reduced but no corresponding payment amount is received by the Mortgages Trustee, ; in which event the aggregate Current Balance total amount of the Mortgage Loans constituting the Trust Property shall be reduced by an amount equal to the amount so set-off by such Borroweroff; and/or (b) a Mortgage Loan or (as applicable) its Related Security (i) is in breach of does not comply with the Representations and Loan Warranties in the Mortgage Sale Agreement as at the Initial Closing Date or, as the case may be, the relevant Assignment Date or (ii) is the subject of a Product Switch or a Further Advance or in respect other obligation of which the Borrower has accepted an offer by the Seller to repurchase (including, for the avoidance of a Personal Secured Loan in respect doubt, any obligation to repurchase pursuant to Clause 7.4 of which the Seller has elected to purchase the relevant Mortgage Loan or Mortgage Loans and Related SecuritySale Agreement), and in the case of (i) above if the Seller fails to repurchase and in the case of (ii) above the Seller fails to purchase, the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security as required by the terms of the Mortgage Sale Agreement; in which event the aggregate Current Balance of the Mortgage Loans constituting , then the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation in "H" above by an amount equal to the Current Outstanding Principal Balance of the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account (together with Arrears of Interest and Accrued Interest) which the Seller has failed to repurchase or purchase, as applicable; and/or (c) the Security Trustee is notified that a Flexible Mortgage Loan or part thereof has been determined by a court judgment on the point or as a result of a determination by a relevant regulatory authority (whether or not in relation to an analogous flexible mortgage loan product of another UK mortgage lender): (i) to be unenforceable; and/or (ii) not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property, and, in either case, such Flexible Mortgage Loan is not otherwise subject to the repurchase obligation under the Mortgage Sale Agreement, in which event, the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments by an amount equal to that portion of the Current Balance of the Flexible Mortgage Loan which is so determined to be unenforceable or not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property; and/or (d) (i) in respect of breaches of Representations and Warranties in the Mortgage Sale Agreement, the Seller would be required to repurchase a Mortgage Loan and its Related Security and (ii) in respect of a Mortgage Loan subject to a Further Advance or a Product Switch or in respect of which the Borrower has accepted an offer by the Seller of a Personal Loan, the Seller elects to purchase the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security in accordance with the terms of the Mortgage Sale Agreement, but such Mortgage Loan and its Related Security are not capable of being repurchased or purchasedrepurchase, as applicable; in which event the aggregate Current Balance of the Mortgage Loans constituting case the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation in "H" above by an amount equal to the Current Outstanding Principal Balance of the relevant Loan or Loans under the relevant Mortgage Loan (Account together with Arrears of Interest and Accrued Interest) which is not capable of being repurchased or purchased, as applicable; and/or (ed) the Seller materially breaches any other material obligation or warranty under the Mortgage Sale Agreement and/or (for so long as it is the AdministratorServicer) the Administration Servicing Agreement, which is also grounds for terminating the appointment of the Servicer in which event the aggregate Current Outstanding Principal Balance of Mortgage Loans constituting the Trust Property shall be deemed for the purposes of making the Trust Property Calculation Adjustments calculation in "H" above to be reduced by an amount equivalent to all losses, costs, liabilities, claims, expenses and damages incurred by the Beneficiaries as a result of such breach. The reductions and deemed reductions set out in paragraphs (a), (b), (c), (d) and ; and/or (e) of this Clause and any resulting loss shall, subject to Clause 9.1 (Initial Minimum Seller Share), be allocated on the relevant Distribution Date, Assignment Date or Funding Contribution Date (as applicable) first to the Seller Share of Mortgages Trustee Revenue Receipts is less than the Loss Amount (as defined in Clause 10.3) payable to the Mortgages Trustee and/or Funding in accordance with Clause 10.3, in which case the Trust Property (or shall be deemed to be reduced for the purposes of calculating the Seller Share of the Trust Property as the case may be) until the Seller Share is zero and thereafter shall be allocated calculation in "H" above by an amount equal to the Funding Share of shortfall in the Trust Property. If at, or any time after the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interest, right or benefit relating to the whole or that portion of any Mortgage Loan and its Related Security which is or has been subject to any matter described in paragraphs Loss Amount. (a) through (e) above and in respect of which the Seller Share of the Trust Property has been reduced or deemed reduced such property, interest, right or benefit will constitute a Revenue Receipt and the Mortgages Trustee will remit, assign or transfer the same to Funding (but only if and to the extent that the related reductions or deemed reductions were applied against the Funding Share of the Trust Property) and thereafter to the Seller, as the case may require, and until it does so or to the extent that the Mortgage Mortgages Trustee is unable to effect such remittance, assignment or transfer, the Mortgages Trustee will hold such property, interest, right or benefit and/or the proceeds thereof upon trust absolutely for Funding and/or the Seller (separate from the Mortgages Trust), as the case may require.

ADJUSTMENTS TO TRUST PROPERTY. If any of the following events has occurred during a Trust (a) On each relevant Calculation Period, then (subject to the Cash Manager receiving notice or otherwise being aware of the occurrence of the event) for the purposes of making the Trust Property Calculation AdjustmentsDate, the aggregate Current Outstanding Principal Balance of the Mortgage Loans constituting the Trust Property shall be reduced or, as the case may be, deemed to be reducedreduced for the purposes of the calculation set out in "G" above, if any of the following events has occurred during the Calculation Period immediately preceding the relevant Calculation Date: (ai) any Borrower exercises a right of set-off in relation to any Mortgage Loan in Loans constituting part of the Trust Property so that the amount of principal and/or interest owing under such Mortgage Loan a loan is reduced but no corresponding payment amount is received by the Mortgages Trustee, Trustee in which event the aggregate Current Balance total amount of the Mortgage Loans constituting the Trust Property shall be reduced by an amount equal to the amount so set-off by such Borroweroff; and/or (bii) a Mortgage Loan or (as applicable) its Related Security (i) is in breach of the Representations and Loan Warranties in the Mortgage Sale Agreement as at the Initial Closing Date orAgreement, as the case may be, the relevant Assignment Date or (ii) is the subject of a Product Switch or a Further Advance or (iii) is the subject of a Product Switch in respect the circumstances set out in Clause 8.4 of which the Borrower has accepted an offer by Mortgage Sale Agreement or other obligation of the Seller of a Personal Secured Loan in respect of which the Seller has elected to purchase the relevant Mortgage Loan or Mortgage Loans and Related Securityrepurchase, and in the case of (i) above if the Seller fails to repurchase and in the case of (ii) above the Seller fails to purchase, the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security as required by the terms of the Mortgage Sale Agreement; in which event the aggregate Current Balance of the Mortgage Loans constituting , then the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation of "G" in Clause 8.2 above by an amount equal to the Current Outstanding Principal Balance of the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account (together with Arrears of Interest and Accrued Interest) which the Seller has failed to repurchase or purchase, as applicable; and/or (ciii) the Security Trustee is notified that a Flexible Mortgage Loan or part thereof has been determined by a court judgment on the point or as a result of a determination by a relevant regulatory authority (whether or not in relation to an analogous flexible mortgage loan product of another UK mortgage lender): (i) to be unenforceable; and/or (ii) not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property, and, in either case, such Flexible Mortgage Loan is not otherwise subject to the repurchase obligation under the Mortgage Sale Agreement, in which event, the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments by an amount equal to that portion of the Current Balance of the Flexible Mortgage Loan which is so determined to be unenforceable or not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property; and/or (d) (i) in respect of breaches of Representations and Warranties in the Mortgage Sale Agreement, the Seller would be required to repurchase a Mortgage Loan and its Related Security and (ii) in respect of a Mortgage Loan subject to a Further Advance or a Product Switch or in respect of which the Borrower has accepted an offer by the Seller of a Personal Loan, the Seller elects to purchase the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security in accordance with the terms of the Mortgage Sale Agreement, but such Mortgage Loan and its Related Security are not capable of being repurchased or purchasedrepurchase, as applicable; in which event the aggregate Current Balance of the Mortgage Loans constituting case the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation of "G" in Clause 8.2 above by an amount equal to the Current Outstanding Principal Balance of the relevant Loan or Loans under the relevant Mortgage Loan (Account together with Arrears of Interest and Accrued Interest) which is not capable of being repurchased or purchased, as applicable; and/or (eiv) the Seller materially breaches any other material warranty under the Mortgage Sale Agreement and/or (for so long as it is the AdministratorServicer) the Administration Servicing Agreement, in which event the aggregate Current Outstanding Principal Balance of Mortgage Loans constituting the Trust Property shall be deemed for the purposes of making the Trust Property Calculation Adjustments calculation of "G" in Clause 8.2 above to be reduced by an amount equivalent to all losses, costs, liabilities, claims, expenses and damages incurred by the Beneficiaries as a result of such breach. . (b) The reductions and deemed reductions set out in paragraphs paragraph (i) to (iv) (inclusive) of Clause 8.4 (a), ) above shall be made on the relevant Calculation Date first to the Seller's Share (b), (c), (d) and (e) of this Clause and any resulting loss shall, subject to Clause 9.1 (Initial including the Minimum Seller Share), be allocated on the relevant Distribution Date, Assignment Date or Funding Contribution Date (as applicable) first to the Seller Share of the Trust Property (or for the purposes of calculating the Seller Share of the Trust Property as the case may be) until the Seller Share is zero only, and thereafter in respect of paragraph (i) only) shall be allocated made to the Funding 1 Share of the Trust Property. . (c) If at, or at any time after the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, order any property, interest, right or benefit relating to the whole or that portion of any Mortgage Loan and its Related Security which is or has been subject to any matter described in reduction or deemed reduction pursuant to paragraphs (ai) through to (eiv) above and in respect (inclusive) of which the Seller Share of the Trust Property has been reduced or deemed reduced Clause 8.4(a) above, then such property, interest, right or benefit will shall constitute a Revenue Receipt and under the Mortgages Trustee will remit, assign or transfer the same relevant Loan. Such Revenue Receipt shall belong to Funding 1 (but only if and to the extent that the related reductions or deemed reductions were applied against the Funding 1 Share of the Trust Property) and thereafter shall belong to the Seller, as the case may require, and until it does so or to the extent that the Mortgage Trustee is unable to effect such remittance, assignment or transfer, the Mortgages Trustee will hold such property, interest, right or benefit and/or the proceeds thereof upon trust absolutely for Funding and/or the Seller (separate from the Mortgages Trust), as the case may require.

ADJUSTMENTS TO TRUST PROPERTY. If any of the following events has occurred during a Trust (a) On each relevant Calculation Period, then (subject to the Cash Manager receiving notice or otherwise being aware of the occurrence of the event) for the purposes of making the Trust Property Calculation AdjustmentsDate, the aggregate Current Outstanding Principal Balance of the Mortgage Loans constituting the Trust Property shall be reduced or, as the case may be, deemed to be reducedreduced for the purposes of the calculation set out in "G" above, if any of the following events has occurred during the Calculation Period immediately preceding the relevant Calculation Date: (ai) any Borrower exercises a right of set-off in relation to any Mortgage Loan in Loans constituting part of the Trust Property so that the amount of principal and/or interest owing under such Mortgage Loan a loan is reduced but no corresponding payment amount is received by the Mortgages Trustee, Trustee in which event the aggregate Current Balance total amount of the Mortgage Loans constituting the Trust Property shall be reduced by an amount equal to the amount so set-off by such Borroweroff; and/or (bii) a Mortgage Loan or (as applicable) its Related Security (i) is in breach of the Representations and Loan Warranties in the Mortgage Sale Agreement as at the Initial Closing Date orAgreement, as the case may be, the relevant Assignment Date or (ii) is the subject of a Product Switch or a Further Advance or (iii) is the subject of a Product Switch in respect the circumstances set out in Clause 8.4 of which the Borrower has accepted an offer by Mortgage Sale Agreement or other obligation of the Seller of a Personal Secured Loan in respect of which the Seller has elected to purchase the relevant Mortgage Loan or Mortgage Loans and Related Securityrepurchase, and in the case of (i) above if the Seller fails to repurchase and in the case of (ii) above the Seller fails to purchase, the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security as required by the terms of the Mortgage Sale Agreement; in which event the aggregate Current Balance of the Mortgage Loans constituting , then the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation of "G" in Clause 8.2 above by an amount equal to the Current Outstanding Principal Balance of the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account (together with Arrears of Interest and Accrued Interest) which the Seller has failed to repurchase or purchase, as applicable; and/or (ciii) the Security Trustee is notified that a Flexible Mortgage Loan or part thereof has been determined by a court judgment on the point or as a result of a determination by a relevant regulatory authority (whether or not in relation to an analogous flexible mortgage loan product of another UK mortgage lender): (i) to be unenforceable; and/or (ii) not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property, and, in either case, such Flexible Mortgage Loan is not otherwise subject to the repurchase obligation under the Mortgage Sale Agreement, in which event, the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments by an amount equal to that portion of the Current Balance of the Flexible Mortgage Loan which is so determined to be unenforceable or not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property; and/or (d) (i) in respect of breaches of Representations and Warranties in the Mortgage Sale Agreement, the Seller would be required to repurchase a Mortgage Loan and its Related Security and (ii) in respect of a Mortgage Loan subject to a Further Advance or a Product Switch or in respect of which the Borrower has accepted an offer by the Seller of a Personal Loan, the Seller elects to purchase the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security in accordance with the terms of the Mortgage Sale Agreement, but such Mortgage Loan and its Related Security are not capable of being repurchased or purchasedrepurchase, as applicable; in which event the aggregate Current Balance of the Mortgage Loans constituting case the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation of "G" in Clause 8.2 above by an amount equal to the Current Outstanding Principal Balance of the relevant Loan or Loans under the relevant Mortgage Loan (Account together with Arrears of Interest and Accrued Interest) which is not capable of being repurchased or purchased, as applicable; and/or (eiv) the Seller materially breaches any other material warranty under the Mortgage Sale Agreement and/or (for so long as it is the AdministratorServicer) the Administration Servicing Agreement, in which event the aggregate Current Outstanding Principal Balance of Mortgage Loans constituting the Trust Property shall be deemed for the purposes of making the Trust Property Calculation Adjustments calculation of "G" in Clause 8.2 above to be reduced by an amount equivalent to all losses, costs, liabilities, claims, expenses and damages incurred by the Beneficiaries as a result of such breach. . (b) The reductions and deemed reductions set out in paragraphs paragraph to (inclusive) of Clause 8.4 (a), ) above shall be made on the relevant Calculation Date first to the Seller's Share (b), (c), (d) and (e) of this Clause and any resulting loss shall, subject to Clause 9.1 (Initial including the Minimum Seller Share), be allocated on the relevant Distribution Date, Assignment Date or Funding Contribution Date (as applicable) first to the Seller Share of the Trust Property (or for the purposes of calculating the Seller Share of the Trust Property as the case may be) until the Seller Share is zero only, and thereafter shall be allocated made to the Funding 1 Share of the Trust Property. . (c) If at, or at any time after the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, order any property, interest, right or benefit relating to the whole or that portion of any Mortgage Loan and its Related Security which is or has been subject to any matter described in paragraphs (a) through (e) above and in respect of which the Seller Share of the Trust Property has been reduced reduction or deemed reduced reduction pursuant to paragraphs to (inclusive) of Clause 8.4(a) above, then such property, interest, right or benefit will shall constitute a Revenue Receipt and under the Mortgages Trustee will remit, assign or transfer the same relevant Loan. Such Revenue Receipt shall belong to Funding 1 (but only if and to the extent that the related reductions or deemed reductions were applied against the Funding 1 Share of the Trust Property) and thereafter shall belong to the Seller, as the case may require, and until it does so or to the extent that the Mortgage Trustee is unable to effect such remittance, assignment or transfer, the Mortgages Trustee will hold such property, interest, right or benefit and/or the proceeds thereof upon trust absolutely for Funding and/or the Seller (separate from the Mortgages Trust), as the case may require.

ADJUSTMENTS TO TRUST PROPERTY. If any of the following events has occurred during a Trust Calculation Period, then (subject to the Cash Manager receiving notice or otherwise being aware of the occurrence of the event) for the purposes of making the Trust Property Calculation Adjustments, the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be reduced or, as the case may be, deemed to be reduced: (aA) any Borrower exercises a right of set-off in relation to any Mortgage Loan in the Trust Property so that the amount of principal and/or interest owing under such Mortgage Loan is reduced but no corresponding payment is received by the Mortgages Trustee, in which event the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be reduced by an amount equal to the amount so set-off by such Borrower; and/or (bB) a Mortgage Loan or (as applicable) its Related Security (i) is in breach of the Representations and Warranties in the Mortgage Sale Agreement as at the Initial Closing Date or, as the case may be, the relevant Assignment Date or (ii) is the subject of a Product Switch or a Further Advance or in respect of which the Borrower has accepted an offer by the Seller of a Personal Secured Loan in respect of which and the Seller has elected to purchase the relevant Mortgage Loan or Mortgage Loans and Related Security, and in the case of (i) above the Seller fails to repurchase and in the case of (ii) above the Seller fails to purchase, the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security as required by the terms of the Mortgage Sale Agreement; in which event the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments by an amount equal to the Current Balance of the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account (together with Arrears of Interest and Accrued Interest) which the Seller has failed to repurchase or purchase, as applicable; and/or (cC) both the Security Trustee is and the Funding 2 Security Trustee are notified that a Flexible Mortgage Loan or part thereof has been determined by a court judgment on the point or as a result of a determination by a relevant regulatory authority (whether or not in relation to an analogous flexible mortgage loan product of another UK mortgage lender): (i1) to be unenforceable; and/or (ii2) not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property, and, in either case, such Flexible Mortgage Loan is not otherwise subject to the repurchase obligation under the Mortgage Sale Agreement, in which event, the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments by an amount equal to that portion of the Current Balance of the Flexible Mortgage Loan which is so determined to be unenforceable or not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property; and/or (dD) (i) in respect of breaches of Representations and Warranties in the Mortgage Sale Agreement, the Seller would be required to repurchase a Mortgage Loan and its Related Security and (ii) in respect of a Mortgage Loan subject to a Further Advance or a Product Switch or in respect of which the Borrower has accepted an offer by the Seller of a Personal Secured Loan, the Seller elects to purchase the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account (including any Personal Secured Loans and any Further Draws made thereunder secured over the same Mortgaged Property) and their Related Security in accordance with the terms of the Mortgage Sale Agreement, but such Mortgage Loan and its Related Security are not capable of being repurchased or purchased, as applicable; in which event the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments by an amount equal to the Current Balance of the relevant Mortgage Loan (together with Arrears of Interest and Accrued Interest) which is not capable of being repurchased or purchased, as applicable; and/or (eE) the Seller breaches any other material warranty under the Mortgage Sale Agreement and/or (for so long as it is the Administrator) the Administration Agreement, in which event the aggregate Current Balance of Mortgage Loans constituting the Trust Property shall be deemed for the purposes of making the Trust Property Calculation Adjustments to be reduced by an amount equivalent to all losses, costs, liabilities, claims, expenses and damages incurred by the Beneficiaries as a result of such breach. The reductions and deemed reductions set out in paragraphs (aA), (bB), (cC), (dD) and (eE) (including any resulting loss in respect thereof) of this Clause and any resulting loss losses arising in respect of any Personal Secured Loans shall, subject to Clause 9.1 (Initial Minimum Seller Share), be allocated on the relevant Distribution Date, Assignment Date or Funding Contribution Date (as applicable) first to the Seller Share of the Trust Property (or for the purposes of calculating the Seller Share of the Trust Property as the case may be) until the Seller Share is zero and thereafter shall be allocated to the Funding Share and the Funding 2 Share of the Trust PropertyProperty pro rata in accordance with the Funding Proportion and the Funding 2 Proportion. If at, or any time after the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interest, right or benefit relating to the whole or that portion of any Mortgage Loan and its Related Security which is or has been subject to any matter described in paragraphs (aA) through (eE) above or any Personal Loan in respect of which losses have arisen and in respect of which the Seller Share of the Trust Property has been reduced or deemed reduced such property, interest, right or benefit will constitute a Revenue Receipt and the Mortgages Trustee will remit, assign or transfer the same to Funding and to Funding 2 pro rata in accordance with the Funding Proportion and the Funding 2 Proportion (but only if and to the extent that the related reductions or deemed reductions were applied against the Funding Share and the Funding 2 Share of the Trust Property) and thereafter to the Seller, as the case may require, and until it does so or to the extent that the Mortgage Mortgages Trustee is unable to effect such remittance, assignment or transfer, the Mortgages Trustee will hold such property, interest, right or benefit and/or the proceeds thereof upon trust absolutely for Funding and/or Funding 2 and/or the Seller (separate from the Mortgages Trust), as the case may require.

ADJUSTMENTS TO TRUST PROPERTY. If any of the following events has occurred during a Trust (a) On each relevant Calculation Period, then (subject to the Cash Manager receiving notice or otherwise being aware of the occurrence of the event) for the purposes of making the Trust Property Calculation AdjustmentsDate, the aggregate Current Outstanding Principal Balance of the Mortgage Loans constituting the Trust Property shall be reduced or, as the case may be, deemed to be reducedreduced for the purposes of the calculation set out in "G" above, if any of the following events has occurred during the Calculation Period immediately preceding the relevant Calculation Date: (ai) any Borrower exercises a right of set-off in relation to any Mortgage Loan in Loans constituting part of the Trust Property so that the amount of principal and/or interest owing under such Mortgage Loan a loan is reduced but no corresponding payment amount is received by the Mortgages Trustee, Trustee in which event the aggregate Current Balance total amount of the Mortgage Loans constituting the Trust Property shall be reduced by an amount equal to the amount so set-off by such Borroweroff; and/or (bii) a Mortgage Loan or (as applicable) its Related Security (i) is in breach of the Representations and Loan Warranties in the Mortgage Sale Agreement as at the Initial Closing Date orAgreement, as the case may be, the relevant Assignment Date or (ii) is the subject of a Product Switch or a Further Advance or (iii) is the subject of a Product Switch in respect the circumstances set out in CLAUSE 8.4 of which the Borrower has accepted an offer by Mortgage Sale Agreement or other obligation of the Seller of a Personal Secured Loan in respect of which the Seller has elected to purchase the relevant Mortgage Loan or Mortgage Loans and Related Securityrepurchase, and in the case of (i) above if the Seller fails to repurchase and in the case of (ii) above the Seller fails to purchase, the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security as required by the terms of the Mortgage Sale Agreement; in which event the aggregate Current Balance of the Mortgage Loans constituting , then the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation of "G" in CLAUSE 8.2 above by an amount equal to the Current Outstanding Principal Balance of the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account (together with Arrears of Interest and Accrued Interest) which the Seller has failed to repurchase or purchase, as applicable; and/or (ciii) the Security Trustee is notified that a Flexible Mortgage Loan or part thereof has been determined by a court judgment on the point or as a result of a determination by a relevant regulatory authority (whether or not in relation to an analogous flexible mortgage loan product of another UK mortgage lender): (i) to be unenforceable; and/or (ii) not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property, and, in either case, such Flexible Mortgage Loan is not otherwise subject to the repurchase obligation under the Mortgage Sale Agreement, in which event, the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments by an amount equal to that portion of the Current Balance of the Flexible Mortgage Loan which is so determined to be unenforceable or not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property; and/or (d) (i) in respect of breaches of Representations and Warranties in the Mortgage Sale Agreement, the Seller would be required to repurchase a Mortgage Loan and its Related Security and (ii) in respect of a Mortgage Loan subject to a Further Advance or a Product Switch or in respect of which the Borrower has accepted an offer by the Seller of a Personal Loan, the Seller elects to purchase the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security in accordance with the terms of the Mortgage Sale Agreement, but such Mortgage Loan and its Related Security are not capable of being repurchased or purchasedrepurchase, as applicable; in which event the aggregate Current Balance of the Mortgage Loans constituting case the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation of "G" in CLAUSE 8.2 above by an amount equal to the Current Outstanding Principal Balance of the relevant Loan or Loans under the relevant Mortgage Loan (Account together with Arrears of Interest and Accrued Interest) which is not capable of being repurchased or purchased, as applicable; and/or (eiv) the Seller materially breaches any other material warranty under the Mortgage Sale Agreement and/or (for so long as it is the AdministratorServicer) the Administration Servicing Agreement, in which event the aggregate Current Outstanding Principal Balance of Mortgage Loans constituting the Trust Property shall be deemed for the purposes of making the Trust Property Calculation Adjustments calculation of "G" in CLAUSE 8.2 above to be reduced by an amount equivalent to all losses, costs, liabilities, claims, expenses and damages incurred by the Beneficiaries as a result of such breach. . (b) The reductions and deemed reductions set out in paragraphs paragraph (a), i) to (b), iv) (c), (d) and (einclusive) of this Clause and any resulting loss shall, subject CLAUSE 8.4 (A) above shall be made on the relevant Calculation Date first to Clause 9.1 the Seller's Share (Initial including the Minimum Seller Share), be allocated on the relevant Distribution Date, Assignment Date or Funding Contribution Date (as applicable) first to the Seller Share of the Trust Property (or for the purposes of calculating the Seller Share of the Trust Property as the case may be) until the Seller Share is zero only, and thereafter shall be allocated made to the Funding 1 Share of the Trust Property. . (c) If at, or at any time after the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, order any property, interest, right or benefit relating to the whole or that portion of any Mortgage Loan and its Related Security which is or has been subject to any matter described in reduction or deemed reduction pursuant to paragraphs (ai) through to (eiv) above and in respect (inclusive) of which the Seller Share of the Trust Property has been reduced or deemed reduced CLAUSE 8.4(A) above, then such property, interest, right or benefit will shall constitute a Revenue Receipt and under the Mortgages Trustee will remit, assign or transfer the same relevant Loan. Such Revenue Receipt shall belong to Funding 1 (but only if and to the extent that the related reductions or deemed reductions were applied against the Funding 1 Share of the Trust Property) and thereafter shall belong to the Seller, as the case may require, and until it does so or to the extent that the Mortgage Trustee is unable to effect such remittance, assignment or transfer, the Mortgages Trustee will hold such property, interest, right or benefit and/or the proceeds thereof upon trust absolutely for Funding and/or the Seller (separate from the Mortgages Trust), as the case may require.

ADJUSTMENTS TO TRUST PROPERTY. If any of the following events has occurred during a Trust (a) On each relevant Calculation Period, then (subject to the Cash Manager receiving notice or otherwise being aware of the occurrence of the event) for the purposes of making the Trust Property Calculation AdjustmentsDate, the aggregate Current Outstanding Principal Balance of the Mortgage Loans constituting the Trust Property shall be reduced or, as the case may be, deemed to be reducedreduced for the purposes of the calculation set out in "G" above, if any of the following events has occurred during the Calculation Period immediately preceding the relevant Calculation Date: (ai) any Borrower exercises a right of set-off in relation to any Mortgage Loan in Loans constituting part of the Trust Property so that the amount of principal and/or interest owing under such Mortgage Loan a loan is reduced but no corresponding payment amount is received by the Mortgages Trustee, Trustee in which event the aggregate Current Balance total amount of the Mortgage Loans constituting the Trust Property shall be reduced by an amount equal to the amount so set-off by such Borroweroff; and/or (bii) a Mortgage Loan or (as applicable) its Related Security (i) is in breach of the Representations and Loan Warranties in the Mortgage Sale Agreement as at the Initial Closing Date orAgreement, as the case may be, the relevant Assignment Date or (ii) is the subject of a Product Switch or a Further Advance or (iii) is the subject of a Product Switch in respect the circumstances set out in CLAUSE 8.4 of which the Borrower has accepted an offer by Mortgage Sale Agreement or other obligation of the Seller of a Personal Secured Loan in respect of which the Seller has elected to purchase the relevant Mortgage Loan or Mortgage Loans and Related Securityrepurchase, and in the case of (i) above if the Seller fails to repurchase and in the case of (ii) above the Seller fails to purchase, the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security as required by the terms of the Mortgage Sale Agreement; in which event the aggregate Current Balance of the Mortgage Loans constituting , then the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation of "G" in CLAUSE 8.2 above by an amount equal to the Current Outstanding Principal Balance of the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account (together with Arrears of Interest and Accrued Interest) which the Seller has failed to repurchase or purchase, as applicable; and/or (ciii) the Security Trustee is notified that a Flexible Mortgage Loan or part thereof has been determined by a court judgment on the point or as a result of a determination by a relevant regulatory authority (whether or not in relation to an analogous flexible mortgage loan product of another UK mortgage lender): (i) to be unenforceable; and/or (ii) not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property, and, in either case, such Flexible Mortgage Loan is not otherwise subject to the repurchase obligation under the Mortgage Sale Agreement, in which event, the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments by an amount equal to that portion of the Current Balance of the Flexible Mortgage Loan which is so determined to be unenforceable or not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property; and/or (d) (i) in respect of breaches of Representations and Warranties in the Mortgage Sale Agreement, the Seller would be required to repurchase a Mortgage Loan and its Related Security and (ii) in respect of a Mortgage Loan subject to a Further Advance or a Product Switch or in respect of which the Borrower has accepted an offer by the Seller of a Personal Loan, the Seller elects to purchase the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security in accordance with the terms of the Mortgage Sale Agreement, but such Mortgage Loan and its Related Security are not capable of being repurchased or purchasedrepurchase, as applicable; in which event the aggregate Current Balance of the Mortgage Loans constituting case the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation of "G" in CLAUSE 8.3 above by an amount equal to the Current Outstanding Principal Balance of the relevant Loan or Loans under the relevant Mortgage Loan (Account together with Arrears of Interest and Accrued Interest) which is not capable of being repurchased or purchased, as applicable; and/or (eiv) the Seller materially breaches any other material warranty under the Mortgage Sale Agreement and/or (for so long as it is the AdministratorServicer) the Administration Servicing Agreement, in which event the aggregate Current Outstanding Principal Balance of Mortgage Loans constituting the Trust Property shall be deemed for the purposes of making the Trust Property Calculation Adjustments calculation of "G" in CLAUSE 8.2 above to be reduced by an amount equivalent to all losses, costs, liabilities, claims, expenses and damages incurred by the Beneficiaries as a result of such breach. . (b) The reductions and deemed reductions set out in paragraphs paragraph to (inclusive) of CLAUSE 8.4 (a), ) above shall be made on the relevant Calculation Date first to the Seller's Share (b), (c), (d) and (e) of this Clause and any resulting loss shall, subject to Clause 9.1 (Initial including the Minimum Seller Share), be allocated on the relevant Distribution Date, Assignment Date or Funding Contribution Date (as applicable) first to the Seller Share of the Trust Property (or for the purposes of calculating the Seller Share of the Trust Property as the case may be) until the Seller Share is zero only, and thereafter shall be allocated made to the Funding 1 Share of the Trust Property. . (c) If at, or at any time after the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, order any property, interest, right or benefit relating to the whole or that portion of any Mortgage Loan and its Related Security which is or has been subject to any matter described in paragraphs (a) through (e) above and in respect of which the Seller Share of the Trust Property has been reduced reduction or deemed reduced reduction pursuant to paragraphs to (inclusive) of CLAUSE 8.4(a) above, then such property, interest, right or benefit will shall constitute a Revenue Receipt and under the Mortgages Trustee will remit, assign or transfer the same relevant Loan. Such Revenue Receipt shall belong to Funding 1 (but only if and to the extent that the related reductions or deemed reductions were applied against the Funding 1 Share of the Trust Property) and thereafter shall belong to the Seller, as the case may require, and until it does so or to the extent that the Mortgage Trustee is unable to effect such remittance, assignment or transfer, the Mortgages Trustee will hold such property, interest, right or benefit and/or the proceeds thereof upon trust absolutely for Funding and/or the Seller (separate from the Mortgages Trust), as the case may require.

ADJUSTMENTS TO TRUST PROPERTY. If any of the following events has occurred during a Trust Calculation Period, then (subject to the Cash Manager receiving notice or otherwise being aware of the occurrence of the event) for the purposes of making the Trust Property Calculation Adjustmentscalculation in "G" of Clauses 8.2(a) or 8.2(b) above, the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be reduced or, as the case may be, deemed to be reduced: (a) any Borrower exercises a right of set-off in relation to any Mortgage Loan in the Trust Property so that the amount of principal and/or interest owing under such Mortgage Loan is reduced but no corresponding payment is received by the Mortgages Trustee, in which event the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be reduced by an amount equal to the amount so set-off by such Borrower; and/or (b) a Mortgage Loan or (as applicable) its Related Security (i) is in breach of the Representations and Loan Warranties in the Mortgage Sale Agreement as at the Initial Closing Date or, as the case may be, the relevant Assignment Date or (ii) is the subject of a Product Switch or a Further Advance or in respect of which the Borrower has accepted an offer by the Seller of a Personal Secured Loan in respect of which the Seller has elected to purchase repurchase the relevant Mortgage Loan or Mortgage Loans and Related SecurityLoan, and in the case of (i) above the Seller fails to repurchase and in the case of (ii) above the Seller fails to purchase, the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security as required by the terms of the Mortgage Sale Agreement; in which event the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation in "G" above by an amount equal to the Current Balance of the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account (together with Arrears of Interest and Accrued Interest) which the Seller has failed to repurchase or purchase, as applicablerepurchase; and/or (c) the Security Trustee is notified that a Flexible Mortgage Loan or part thereof has been determined by a court judgment on the point or as a result of a determination by a relevant regulatory authority (whether or not in relation to an analogous flexible mortgage loan product of another UK mortgage lender): (i) to be unenforceable; and/or (ii) not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property, and, in either case, such Flexible Mortgage Loan is not otherwise subject to the repurchase obligation under the Mortgage Sale Agreement, in which event, the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation in "G" above by an amount equal to that portion of the Current Balance of the Flexible Mortgage Loan which is so determined to be unenforceable or not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property; and/or (d) (i) in respect of breaches of Representations and Warranties in the Mortgage Sale Agreement, the Seller would be required to repurchase a Mortgage Loan and its Related Security and (ii) in respect of a Mortgage Loan subject to a Further Advance or a Product Switch or in respect of which the Borrower has accepted an offer by the Seller of a Personal Loan, the Seller elects to purchase the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security in accordance with the terms of the Mortgage Sale Agreement, but such Mortgage Loan and its Related Security are not capable of being repurchased or purchased, as applicablerepurchased; in which event the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation in "G" above by an amount equal to the Current Balance of the relevant Mortgage Loan (together with Arrears of Interest and Accrued Interest) which is not capable of being repurchased or purchased, as applicablerepurchased; and/or (e) the Seller breaches any other material warranty under the Mortgage Sale Agreement and/or (for so long as it is the Administrator) the Administration Agreement, in which event the aggregate Current Balance of Mortgage Loans constituting the Trust Property shall be deemed for the purposes of making the Trust Property Calculation Adjustments calculation in "G" above to be reduced by an amount equivalent to all losses, costs, liabilities, claims, expenses and damages incurred by the Beneficiaries as a result of such breach. The reductions and deemed reductions set out in paragraphs (a), (b), (c), (d) and (e) of this Clause and any resulting loss shall, subject to Clause 9.1 (Initial Minimum Seller Share), be allocated on the relevant Distribution Date, Assignment Date or Funding Contribution Assignment Date (as applicable) first to the Seller Share of the Trust Property (or for the purposes of calculating the Seller Share of the Trust Property as the case may be) until the Seller Share is zero and thereafter shall be allocated to the Funding Share of the Trust Property. If at, or any time after the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interest, right or benefit relating to the whole or that portion of any Mortgage Loan and its Related Security which is or has been subject to any matter described in paragraphs (a) through though (e) above and in respect of which the Seller Share of the Trust Property has been reduced or deemed reduced such property, interest, property interest right or benefit will constitute a Revenue Receipt and the Mortgages Trustee will remit, assign or transfer the same to Funding (but only if and to the extent that the related reductions or deemed reductions were applied against the Funding Share of the Trust Property) and thereafter or to the Seller, as the case may require, and until it does so or to the extent that the Mortgage Trustee is unable to effect such remittance, assignment or transfer, the Mortgages Trustee will hold such property, interest, right or benefit and/or the proceeds thereof upon trust absolutely for Funding and/or the Seller (separate from the Mortgages Trust), as the case may require.

ADJUSTMENTS TO TRUST PROPERTY. If any of the following events has occurred during a Trust Calculation Period, then (subject to the Cash Manager receiving notice or otherwise being aware of the occurrence of the event) for the purposes of making the Trust Property Calculation Adjustments, the aggregate Current Balance of the Mortgage Loans constituting in the Trust Property Mortgage Portfolio shall be reduced or, as the case may be, deemed to be reduced: (aA) any Borrower exercises a right of set-off in relation to any Mortgage Loan in the Trust Property Mortgage Portfolio so that the amount of principal and/or interest owing under such Mortgage Loan is reduced but no corresponding payment is received by the Mortgages Trustee, in which event the aggregate Current Balance of the Mortgage Loans constituting in the Trust Property Mortgage Portfolio shall be reduced by an amount equal to the amount so set-off by such Borrower; and/or (bB) a Mortgage Loan or (as applicable) its Related Security (i) is was assigned to the Mortgages Trustee in breach of the Representations and Warranties in the Mortgage Sale Agreement as at the Initial Closing Date or, as the case may be, the relevant Assignment Date or (ii) is the subject of a Product Switch or a Further Advance or in respect of which the Borrower has accepted an offer by the Seller of a Personal Secured Loan in respect of which and the Seller has elected to purchase the relevant Mortgage Loan or Mortgage Loans and Related Security, and in the case of (i) above the Seller fails to repurchase and in the case of (ii) above the Seller fails to purchase, the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security as required by the terms of the Mortgage Sale Agreement; in which event the aggregate Current Balance of the Mortgage Loans constituting in the Trust Property Mortgage Portfolio shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments by an amount equal to the Current Balance of the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account (together with Arrears of Interest and Accrued Interest) which the Seller has failed to repurchase or purchase, as applicable; and/or (cC) both the Security Trustee is and the Funding 2 Security Trustee are notified that a Flexible Mortgage Loan or part thereof has been determined by a court judgment on the point or as a result of a determination by a relevant regulatory authority (whether or not in relation to an analogous flexible mortgage loan product of another UK mortgage lender): (i1) to be unenforceable; and/or (ii2) not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property, and, in either case, such Flexible Mortgage Loan is not otherwise subject to the repurchase obligation under the Mortgage Sale Agreement, in which event, the aggregate Current Balance of the Mortgage Loans constituting in the Trust Property Mortgage Portfolio shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments by an amount equal to that portion of the Current Balance of the Flexible Mortgage Loan which is so determined to be unenforceable or not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property; and/or (dD) (i) in respect of breaches of Representations and Warranties in the Mortgage Sale Agreement, the Seller would be required to repurchase a Mortgage Loan and its Related Security and (ii) in respect of a Mortgage Loan subject to a Further Advance or a Product Switch or in respect of which the Borrower has accepted an offer by the Seller of a Personal Secured Loan, the Seller elects to purchase the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account (including any Personal Secured Loans and any Further Draws made thereunder secured over the same Mortgaged Property) and their Related Security in accordance with the terms of the Mortgage Sale Agreement, but such Mortgage Loan and its Related Security are not capable of being repurchased or purchased, as applicable; in which event the aggregate Current Balance of the Mortgage Loans constituting in the Trust Property Mortgage Portfolio shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments by an amount equal to the Current Balance of the relevant Mortgage Loan (together with Arrears of Interest and Accrued Interest) which is not capable of being repurchased or purchased, as applicable; and/or (eE) the Seller breaches any other material warranty under the Mortgage Sale Agreement and/or (for so long as it is the Administrator) the Administration Agreement, in which event the aggregate Current Balance of Mortgage Loans constituting in the Trust Property Mortgage Portfolio shall be deemed for the purposes of making the Trust Property Calculation Adjustments to be reduced by an amount equivalent to all losses, costs, liabilities, claims, expenses and damages incurred by the Beneficiaries as a result of such breach. The reductions and deemed reductions set out in paragraphs (aA), (bB), (cC), (dD) and (eE) (including any resulting loss in respect thereof) of this Clause and any resulting loss losses arising in respect of any Personal Secured Loans shall, subject to Clause 9.1 (Initial Minimum Seller Share), be allocated on the relevant Distribution Date, Assignment Date or Funding Contribution Date (as applicable) first to the Seller Share of the Trust Property (or for the purposes of calculating the Seller Share of the Trust Property as the case may be) until the Seller Share is zero and thereafter (in respect of paragraph (A) only) shall be allocated to the Funding Share and the Funding 2 Share of the Trust PropertyProperty pro rata in accordance with the Funding Proportion and the Funding 2 Proportion. If at, or any time after the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interest, right or benefit relating to the whole or that portion of any Mortgage Loan and its Related Security which is or has been subject to any matter described in paragraphs (aA) through (eE) above or any Personal Secured Loan in respect of which losses have arisen and in respect of which the Seller Share of the Trust Property has been reduced or deemed reduced such property, interest, right or benefit will constitute a Revenue Receipt and the Mortgages Trustee will remit, assign or transfer the same to Funding and to Funding 2 pro rata in accordance with the Funding Proportion and the Funding 2 Proportion (but only if and to the extent that the related reductions or deemed reductions were applied against the Funding Share and the Funding 2 Share of the Trust Property) and thereafter to the Seller, as the case may require, and until it does so or to the extent that the Mortgage Mortgages Trustee is unable to effect such remittance, assignment or transfer, the Mortgages Trustee will hold such property, interest, right or benefit and/or the proceeds thereof upon trust absolutely for Funding and/or Funding 2 and/or the Seller (separate from the Mortgages Trust), as the case may require.

ADJUSTMENTS TO TRUST PROPERTY. If any of the following events has occurred during a Trust Calculation Period, then (subject to the Cash Manager receiving notice or otherwise being aware of the occurrence of the event) for the purposes of the making the Trust Property Calculation Adjustments, the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be reduced or, as the case may be, deemed to be reduced: (a) any Borrower exercises a right of set-off in relation to any Mortgage Loan in the Trust Property so that the amount of principal and/or interest owing under such Mortgage Loan is reduced but no corresponding payment is received by the Mortgages Trustee, in which event the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be reduced by an amount equal to the amount so set-off by such Borrower; and/or (b) a Mortgage Loan or (as applicable) its Related Security (i) is in breach of the Representations and Warranties in the Mortgage Sale Agreement as at the Initial Closing Date or, as the case may be, the relevant Assignment Date or (ii) is the subject of a Product Switch or a Further Advance or in respect of which the Borrower has accepted an offer by the Seller of a Personal Secured Loan in respect of which the Seller has elected to purchase the relevant Mortgage Loan or Mortgage Loans and Related Security, and in the case of (i) above the Seller fails to repurchase and in the case of (ii) above the Seller fails to purchase, the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security as required by the terms of the Mortgage Sale Agreement; in which event the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments by an amount equal to the Current Balance of the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account (together with Arrears of Interest and Accrued Interest) which the Seller has failed to repurchase or purchase, as applicablerepurchase; and/or (c) the Security Trustee is notified that a Flexible Mortgage Loan or part thereof has been determined by a court judgment on the point or as a result of a determination by a relevant regulatory authority (whether or not in relation to an analogous flexible mortgage loan product of another UK mortgage lender): (i) to be unenforceable; and/or (ii) not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property, and, in either case, such Flexible Mortgage Loan is not otherwise subject to the repurchase obligation under the Mortgage Sale Agreement, in which event, the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments by an amount equal to that portion of the Current Balance of the Flexible Mortgage Loan which is so determined to be unenforceable or not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property; and/or (d) (i) in respect of breaches of Representations and Warranties in the Mortgage Sale Agreement, the Seller would be required to repurchase a Mortgage Loan and its Related Security and (ii) in respect of a Mortgage Loan subject to a Further Advance or a Product Switch or in respect of which the Borrower has accepted an offer by the Seller of a Personal Loan, the Seller elects to purchase the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security in accordance with the terms of the Mortgage Sale Agreement, but such Mortgage Loan and its Related Security are not capable of being repurchased or purchased, as applicable; in which event the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments by an amount equal to the Current Balance of the relevant Mortgage Loan (together with Arrears of Interest and Accrued Interest) which is not capable of being repurchased or purchased, as applicablerepurchased; and/or (e) the Seller breaches any other material warranty under the Mortgage Sale Agreement and/or (for so long as it is the Administrator) the Administration Agreement, in which event the aggregate Current Balance of Mortgage Loans constituting the Trust Property shall be deemed for the purposes of making the Trust Property Calculation Adjustments to be reduced by an amount equivalent to all losses, costs, liabilities, claims, expenses and damages incurred by the Beneficiaries as a result of such breach. The reductions and deemed reductions set out in paragraphs (a), (b), (c), (d) and (e) of this Clause and any resulting loss shall, subject to Clause 9.1 (Initial Minimum Seller Share), be allocated on the relevant Distribution Date, Assignment Date or Funding Contribution Date (as applicable) first to the Seller Share of the Trust Property (or for the purposes of calculating the Seller Share of the Trust Property as the case may be) until the Seller Share is zero and thereafter shall be allocated to the Funding Share of the Trust Property. If at, or any time after the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interest, right or benefit relating to the whole or that portion of any Mortgage Loan and its Related Security which is or has been subject to any matter described in paragraphs (a) through (e) above and in respect of which the Seller Share of the Trust Property has been reduced or deemed reduced such property, interest, right or benefit will constitute a Revenue Receipt and the Mortgages Trustee will remit, assign or transfer the same to Funding (but only if and to the extent that the related reductions or deemed reductions were applied against the Funding Share of the Trust Property) and thereafter to the Seller, as the case may require, and until it does so or to the extent that the Mortgage Trustee is unable to effect such remittance, assignment or transfer, the Mortgages Trustee will hold such property, interest, right or benefit and/or the proceeds thereof upon trust absolutely for Funding and/or the Seller (separate from the Mortgages Trust), as the case may require.

ADJUSTMENTS TO TRUST PROPERTY. If any of the following events has occurred during a Trust Calculation Period, then (subject to the Cash Manager receiving notice or otherwise being aware of the occurrence of the event) for the purposes of making the Trust Property Calculation Adjustments, On each Relevant Distribution Date the aggregate Current Outstanding Principal Balance of the Mortgage Loans constituting the Trust Property shall be reduced or, as the case may be, deemed to be reducedreduced for the purposes of the calculation set out in "G" above, if any of the following events has occurred in the Distribution Period ending on the Relevant Distribution Date: (a) any Borrower exercises a right of set-off in relation to any Mortgage Loan in Loans constituting part of the Trust Property so that the amount of principal and/or interest owing under such Mortgage Loan a loan is reduced but no corresponding payment amount is received by the Mortgages Trustee, ; in which event the aggregate Current Balance total amount of the Mortgage Loans constituting the Trust Property shall be reduced by an amount equal to the amount so set-off by such Borroweroff; and/or (b) a Mortgage Loan or (as applicable) its Related Security (i) is in breach of does not comply with the Representations and Loan Warranties in the Mortgage Sale Agreement as at the Initial Closing Date or, as the case may be, the relevant Assignment Date or (ii) is the subject of a Product Switch or a Further Advance or in respect other obligation of which the Borrower has accepted an offer by the Seller to repurchase (including, for the avoidance of a Personal Secured Loan in respect doubt, any obligation to repurchase pursuant to CLAUSE 7.4 of which the Seller has elected to purchase the relevant Mortgage Loan or Mortgage Loans and Related SecuritySale Agreement), and in the case of (i) above if the Seller fails to repurchase and in the case of (ii) above the Seller fails to purchase, the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security as required by the terms of the Mortgage Sale Agreement; in which event the aggregate Current Balance of the Mortgage Loans constituting , then the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation in "G" above by an amount equal to the Current Outstanding Principal Balance of the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account (together with Arrears of Interest and Accrued Interest) which the Seller has failed to repurchase or purchase, as applicable; and/or (c) the Security Trustee is notified that a Flexible Mortgage Loan or part thereof has been determined by a court judgment on the point or as a result of a determination by a relevant regulatory authority (whether or not in relation to an analogous flexible mortgage loan product of another UK mortgage lender): (i) to be unenforceable; and/or (ii) not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property, and, in either case, such Flexible Mortgage Loan is not otherwise subject to the repurchase obligation under the Mortgage Sale Agreement, in which event, the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments by an amount equal to that portion of the Current Balance of the Flexible Mortgage Loan which is so determined to be unenforceable or not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property; and/or (d) (i) in respect of breaches of Representations and Warranties in the Mortgage Sale Agreement, the Seller would be required to repurchase a Mortgage Loan and its Related Security and (ii) in respect of a Mortgage Loan subject to a Further Advance or a Product Switch or in respect of which the Borrower has accepted an offer by the Seller of a Personal Loan, the Seller elects to purchase the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security in accordance with the terms of the Mortgage Sale Agreement, but such Mortgage Loan and its Related Security are not capable of being repurchased or purchasedrepurchase, as applicable; in which event the aggregate Current Balance of the Mortgage Loans constituting case the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments calculation in "G" above by an amount equal to the Current Outstanding Principal Balance of the relevant Loan or Loans under the relevant Mortgage Loan (Account together with Arrears of Interest and Accrued Interest) which is not capable of being repurchased or purchased, as applicable; and/or (ed) the Seller materially breaches any other material obligation or warranty under the Mortgage Sale Agreement and/or (for so long as it is the AdministratorServicer) the Administration Servicing Agreement, in which event the aggregate Current Outstanding Principal Balance of Mortgage Loans constituting the Trust Property shall be deemed for the purposes of making the Trust Property Calculation Adjustments calculation in "G" above to be reduced by an amount equivalent to all losses, costs, liabilities, claims, expenses and damages incurred by the Beneficiaries as a result of such breach. The reductions and deemed reductions set out in paragraphs (a), (b), (c), (d) and ; and/or (e) of this Clause and any resulting loss shall, subject to Clause 9.1 (Initial Minimum Seller Share), be allocated on the relevant Distribution Date, Assignment Date or Funding Contribution Date (as applicable) first to the Seller Share of Mortgages Trustee Revenue Receipts is less than the Loss Amount (as defined in CLAUSE 8.3) payable to the Mortgages Trustee and/or Funding in accordance with CLAUSE 8.3, in which case the Trust Property (or shall be deemed to be reduced for the purposes of calculating the Seller Share of the Trust Property as the case may be) until the Seller Share is zero and thereafter shall be allocated calculation in "G" above by an amount equal to the Funding Share of shortfall in the Trust Property. If at, or any time after the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interest, right or benefit relating to the whole or that portion of any Mortgage Loan and its Related Security which is or has been subject to any matter described in paragraphs Loss Amount. (aA) through (e) above and in respect of which the Seller Share of the Trust Property has been reduced or deemed reduced such property, interest, right or benefit will constitute a Revenue Receipt and the Mortgages Trustee will remit, assign or transfer the same to Funding (but only if and to the extent that the related reductions or deemed reductions were applied against the Funding Share of the Trust Property) and thereafter to the Seller, as the case may require, and until it does so or to the extent that the Mortgage Trustee is unable to effect such remittance, assignment or transfer, the Mortgages Trustee will hold such property, interest, right or benefit and/or the proceeds thereof upon trust absolutely for Funding and/or the Seller (separate from the Mortgages Trust), as the case may require.

ADJUSTMENTS TO TRUST PROPERTY. If any of the following events has occurred during a Trust Calculation Period, then (subject to the Cash Manager receiving notice or otherwise being aware of the occurrence of the event) for the purposes of the making the Trust Property Calculation Adjustments, the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be reduced or, as the case may be, deemed to be reduced: (a) any Borrower exercises a right of set-off in relation to any Mortgage Loan in the Trust Property so that the amount of principal and/or interest owing under such Mortgage Loan is reduced but no corresponding payment is received by the Mortgages Trustee, in which event the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be reduced by an amount equal to the amount so set-off by such Borrower; and/or (b) a Mortgage Loan or (as applicable) its Related Security (i) is in breach of the Representations and Loan Warranties in the Mortgage Sale Agreement as at the Initial Closing Date or, as the case may be, the relevant Assignment Date or (ii) is the subject of a Product Switch or a Further Advance or in respect of which the Borrower has accepted an offer by the Seller of a Personal Secured Loan in respect of which the Seller has elected to purchase repurchase the relevant Mortgage Loan or Mortgage Loans and Related SecurityLoan, and in the case of (i) above the Seller fails to repurchase and in the case of (ii) above the Seller fails to purchase, the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security as required by the terms of the Mortgage Sale Agreement; in which event the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments by an amount equal to the Current Balance of the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account (together with Arrears of Interest and Accrued Interest) which the Seller has failed to repurchase or purchase, as applicablerepurchase; and/or (c) the Security Trustee is notified that a Flexible Mortgage Loan or part thereof has been determined by a court judgment on the point or as a result of a determination by a relevant regulatory authority (whether or not in relation to an analogous flexible mortgage loan product of another UK mortgage lender): (i) to be unenforceable; and/or (ii) not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property, and, in either case, such Flexible Mortgage Loan is not otherwise subject to the repurchase obligation under the Mortgage Sale Agreement, in which event, the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments by an amount equal to that portion of the Current Balance of the Flexible Mortgage Loan which is so determined to be unenforceable or not to fall within the first ranking charge by way of legal mortgage or first ranking standard security over the relevant Mortgaged Property; and/or (d) (i) in respect of breaches of Representations and Warranties in the Mortgage Sale Agreement, the Seller would be required to repurchase a Mortgage Loan and its Related Security and (ii) in respect of a Mortgage Loan subject to a Further Advance or a Product Switch or in respect of which the Borrower has accepted an offer by the Seller of a Personal Loan, the Seller elects to purchase the relevant Mortgage Loan or Mortgage Loans under the relevant Mortgage Account and their Related Security in accordance with the terms of the Mortgage Sale Agreement, but such Mortgage Loan and its Related Security are not capable of being repurchased or purchased, as applicablerepurchased; in which event the aggregate Current Balance of the Mortgage Loans constituting the Trust Property shall be deemed to be reduced for the purposes of making the Trust Property Calculation Adjustments by an amount equal to the Current Balance of the relevant Mortgage Loan (together with Arrears of Interest and Accrued Interest) which is not capable of being repurchased or purchased, as applicablerepurchased; and/or (e) the Seller breaches any other material warranty under the Mortgage Sale Agreement and/or (for so long as it is the Administrator) the Administration Agreement, in which event the aggregate Current Balance of Mortgage Loans constituting the Trust Property shall be deemed for the purposes of making the Trust Property Calculation Adjustments to be reduced by an amount equivalent to all losses, costs, liabilities, claims, expenses and damages incurred by the Beneficiaries as a result of such breach. The reductions and deemed reductions set out in paragraphs (a), (b), (c), (d) and (e) of this Clause and any resulting loss shall, subject to Clause 9.1 (Initial Minimum Seller Share), be allocated on the relevant Distribution Date, Assignment Date or Funding Contribution Date (as applicable) first to the Seller Share of the Trust Property (or for the purposes of calculating the Seller Share of the Trust Property as the case may be) until the Seller Share is zero and thereafter shall be allocated to the Funding Share of the Trust Property. If at, or any time after the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interest, right or benefit relating to the whole or that portion of any Mortgage Loan and its Related Security which is or has been subject to any matter described in paragraphs (a) through though (e) above and in respect of which the Seller Share of the Trust Property has been reduced or deemed reduced such property, interest, property interest right or benefit will constitute a Revenue Receipt and the Mortgages Trustee will remit, assign or transfer the same to Funding (but only if and to the extent that the related reductions or deemed reductions were applied against the Funding Share of the Trust Property) and thereafter to the Seller, as the case may require, and until it does so or to the extent that the Mortgage Trustee is unable to effect such remittance, assignment or transfer, the Mortgages Trustee will hold such property, interest, right or benefit and/or the proceeds thereof upon trust absolutely for Funding and/or the Seller (separate from the Mortgages Trust), as the case may require.