Common use of Appointment of Servicer Clause in Contracts

Appointment of Servicer. 2.1 Subject to CLAUSES 2.3 and 4.3(D), and until termination pursuant to CLAUSE 21, the Mortgages Trustee, the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints the Servicer as its lawful agent on their respective behalfs to administer the Loans and their Related Security, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed, have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee nor Funding 1 nor their respective directors shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1) are, and shall at all times remain, vested, as the case may be, in the Mortgages Trustee and/or Funding 1 (and their respective directors) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 The appointment pursuant to CLAUSE 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effect.

Appointment of Servicer. 2.1 Subject to CLAUSES 2.3 and 4.3(D), and until termination (a) Notwithstanding the sale of PSL Tranches of PSL Revenues pursuant to CLAUSE 21this Agreement, each of the Seller and the Purchaser hereby appoints TeamCo as Servicer and authorizes TeamCo, in its capacity as Servicer, to be responsible for the servicing, administration and collection of the PSL Revenues upon the terms and conditions set forth in this Article III. It is acknowledged and agreed that terms and conditions set forth in this Article III may be supplemented and/or modified pursuant to a separate servicing agreement executed by each of the Seller, the Mortgages TrusteePurchaser and the Servicer (the “Servicing Agreement Supplement”). To the extent permitted by Applicable Law, the Seller and Funding 1 (according the Purchaser hereby grant to the Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in their respective estates names and interests) each on their behalf as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all PSL Revenues, including endorsing the Seller’s and the Purchaser’s name on checks and other instruments representing collections and enforcing such PSL Revenues and the related PSL Contracts and to take all such other actions set forth in this Article III or any Servicing Agreement Supplement. Until the Purchaser or the Collateral Agent gives notice to the existing Servicer of the designation of a new Servicer, the existing Servicer is hereby appoints designated as, and hereby agrees to perform the duties and obligations of, the Servicer as its lawful agent on their respective behalfs to administer the Loans and their Related Security, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation pursuant to the Loans terms hereof. At any time following the resignation of the existing Servicer or occurrence and their Related Security. The during the continuation of an Event of Default (including a Servicer Default), the Purchaser or the Collateral Agent may designate as Servicer any Person (including the Collateral Agent) to succeed the initial Servicer or any successor Servicer, on the condition in each case hereby accepts that any such appointment on Person so designated shall agree to perform the terms duties and subject to the conditions of this Agreement. The Security Trustee consents to the appointment obligations of the Servicer pursuant to the terms hereof and any Servicing Agreement Supplement. (b) Upon the designation of a successor Servicer as set forth above, the existing Servicer agrees that it will terminate its activities as Servicer hereunder in a manner which the Collateral Agent determines will facilitate the transition of the performance of such activities to the new Servicer, and the existing Servicer shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records and use by the new Servicer of all records, licenses, hardware or software necessary or desirable to collect the PSL Revenues. (c) The existing Servicer acknowledges that the Seller, the Purchaser and the Collateral Agent have relied on the existing Servicer’s agreement to act as Servicer hereunder in making their decision to execute and deliver this Agreement and the other Transaction Documents. Accordingly, the existing Servicer agrees that it will not voluntarily resign as Servicer without giving the Seller, the Purchaser and the Collateral Agent at least ninety (90) days prior written notice. (d) Subject to the prior written consent of the Seller, the Purchaser and the Collateral Agent, the Servicer may delegate its duties or obligations hereunder to a subservicer (the “Subservicer”); provided that, in connection with such delegation, (i) the Subservicer agrees in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, and (iii) the terms of and subject any agreement with the Subservicer shall provide that the Purchaser or the Collateral Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed, have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee nor Funding 1 nor their respective directors shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 (and the Servicer hereby acknowledges that all powers shall provide appropriate notice to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1) are, and shall at all times remain, vested, as the case may be, in the Mortgages Trustee and/or Funding 1 (and their respective directors) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this provisoSubservicer). 2.3 The appointment pursuant to CLAUSE 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effect.

Appointment of Servicer. 2.1 Subject (a) Agent may from time to CLAUSES 2.3 time enter into a servicing agreement (a “Loan Servicing Agreement”) with CapitalSource Finance LLC or an Affiliate of Agent or CapitalSource Finance LLC (a “Loan Servicer”) to service and 4.3(D), enforce the Loan Documents and until termination pursuant to CLAUSE 21, collect the Mortgages Trustee, the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints the Servicer as its lawful agent Obligations on their respective behalfs to administer the Loans and their Related Security, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation Agent’s behalf. Pursuant to the Loans Loan Servicing Agreement, Agent may authorize the Loan Servicer to take certain actions, perform certain duties and their Related Security. The Servicer in each case hereby accepts such appointment exercise certain powers on Lender’s behalf under the terms and subject to the conditions of this Agreement. The Security Trustee consents to the appointment provisions of the Servicer on the terms of Loan Documents and subject any other instruments and agreements referred to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, all of to which Borrower hereby consent. (b) The Loan Servicer shall have no duties or responsibilities to Borrower, but only to Agent and then only as expressly set forth in the Mortgage ConditionsLoan Servicing Agreement. Without limiting the generality of the foregoing, the Mortgage Sale Agreement and Loan Servicer shall have no obligation to make any loans or advances to Borrower. Neither the Mortgages Trust DeedLoan Servicer nor any of its officers, have the full powerdirectors, authority and right to do employees or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee nor Funding 1 nor their respective directors agents shall be required liable for any action taken or obliged at omitted by them under this Agreement or in connection herewith, unless caused by its or their willful misconduct. The Loan Servicer’s duties shall be mechanical and administrative in nature; nothing in this Agreement, express or implied, is intended to or shall be so construed as to impose upon the Loan Servicer any time to enter into any transaction or to comply with any directions which the Servicer may give obligations with respect to the operating Loan Documents except as expressly set forth herein. Neither Borrower nor Sponsor shall in any way be construed to be a third party beneficiary of any relationship between Loan Servicer and financial policies of the Mortgages Trustee or Funding 1 and the Agent. (c) The Loan Servicer hereby acknowledges that all powers shall be entitled to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1) arerely, and shall be fully protected in relying, upon any communication whether written or oral believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it. (d) Borrower shall be entitled to rely upon any communication whether written or oral sent or made by the Loan Servicer for and on behalf of Agent with respect to all matters pertaining to the Loan Documents and Borrower’ duties and obligations hereunder, unless and until Borrower receive written notice from Lender that the Loan Servicer is no longer servicing the Loans. (e) The Loan Servicing Agreement may be terminated at all times remainany time without prior notice to or consent of Borrower, vested, as the case may be, in the Mortgages Trustee and/or Funding 1 (and their respective directors) and none Agent will notify Borrower within a reasonable period of time thereafter of such termination. Upon termination of the provisions of this Loan Servicing Agreement and failure to replace the Loan Servicing Agreement with a new servicing agreement, all references herein to the Loan Servicer shall be construed in a manner inconsistent with this provisothereafter mean and refer to Lender. 2.3 The appointment pursuant to CLAUSE 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effect.

Appointment of Servicer. 2.1 Subject to CLAUSES 2.3 and 4.3(D), With effect from the Closing Date and until termination pursuant to CLAUSE 21clause 6 (Servicer Replacement and Termination), the Mortgages Trustee, Issuer and the Seller and Funding 1 Security Trustee (according to their respective estates and interests) hereby each appoint the Servicer as its lawful agent and, in its name and on its behalf, to provide the Services and the Servicer hereby accepts such appointment in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, the Security Trustee only appoints the Servicer as its lawful agent and, in its name and on their respective behalfs to administer the Loans and their Related Securityits behalf, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on Services after the terms and subject to the conditions delivery of this Agreement. The Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreementan Enforcement Notice. 2.2 For The Servicer shall have no authority by virtue of this Agreement to act for or represent the avoidance Issuer or the Security Trustee as agent or otherwise save in respect of doubt those functions and in duties which it is authorised to perform and discharge by this Agreement and for the period during which this Agreement so authorises it to perform and discharge those functions and duties. 2.3 In connection with the rights, powers and discretions conferred under CLAUSE 2.1, during the continuance foregoing provisions of its appointment hereunderthis clause 2 (but subject to any express limitations imposed by any other provisions of this Agreement or of any other Transaction Document), the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed, shall have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither discretions in relation to the Mortgages Trustee nor Funding 1 nor their respective directors performance of the relevant Services. 2.4 The Issuer (and the Issuer's directors) shall not be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 and the Servicer hereby acknowledges that all powers to determine such policies (including the determination Issuer, control of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1) arewhich is, and shall at all times remain, vested, as the case may be, vested in the Mortgages Trustee and/or Funding 1 (Issuer and their respective directors) its directors and none the Servicer agrees that it will at all times act consistently with this provision. 2.5 For the avoidance of doubt, save as expressly provided elsewhere in this Agreement or any of the provisions of this Agreement shall other Transaction Documents, nothing herein will be construed in a manner inconsistent with this proviso. 2.3 The appointment pursuant so as to CLAUSE 2.1 is conditional upon give the issue of Servicer any rights, powers or discretions to represent the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without as agent or to negotiate or enter into any further action contract or agreement on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002behalf of, or such later date as binding on, the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effectIssuer.

Appointment of Servicer. 2.1 Subject to CLAUSES Clauses 2.3 and 4.3(D4.3(d), and until termination pursuant to CLAUSE Clause 21, the Mortgages Trustee, the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints the Servicer as its lawful agent on their respective behalfs to administer the Loans and their Related Security, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE Clause 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed, have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee nor Funding 1 nor their respective directors shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1) are, and shall at all times remain, vested, as the case may be, in the Mortgages Trustee and/or Funding 1 (and their respective directors) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 The appointment pursuant to CLAUSE Clause 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effect.

Appointment of Servicer. 2.1 Subject to CLAUSES 2.3 and 4.3(D), With effect from 27 April 2020 and until termination pursuant to CLAUSE 21clause 6 (Servicer Replacement and Termination), the Mortgages Trustee, Issuer and the Seller and Funding 1 Security Trustee (according to their respective estates and interests) hereby each appoint the Servicer as its lawful agent and, in its name and on its behalf, to provide the Services and the Servicer hereby accepts such appointment in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, the Security Trustee only appoints the Servicer as its lawful agent and, in its name and on their respective behalfs to administer the Loans and their Related Securityits behalf, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on Services after the terms and subject to the conditions delivery of this Agreement. The Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreementan Enforcement Notice. 2.2 For The Servicer shall have no authority by virtue of this Agreement to act for or represent the avoidance Issuer or the Security Trustee as agent or otherwise save in respect of doubt those functions and in duties which it is authorised to perform and discharge by this Agreement and for the period during which this Agreement so authorises it to perform and discharge those functions and duties. 2.3 In connection with the rights, powers and discretions conferred under CLAUSE 2.1, during the continuance foregoing provisions of its appointment hereunderthis clause 2 (but subject to any express limitations imposed by any other provisions of this Agreement or of any other Transaction Document), the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed, shall have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither discretions in relation to the Mortgages Trustee nor Funding 1 nor their respective directors performance of the relevant Services. 2.4 The Issuer (and the Issuer's directors) shall not be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 and the Servicer hereby acknowledges that all powers to determine such policies (including the determination Issuer, control of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1) arewhich is, and shall at all times remain, vested, as the case may be, vested in the Mortgages Trustee and/or Funding 1 (Issuer and their respective directors) its directors and none the Servicer agrees that it will at all times act consistently with this provision. 2.5 For the avoidance of doubt, save as expressly provided elsewhere in this Agreement or any of the provisions of this Agreement shall other Transaction Documents, nothing herein will be construed in a manner inconsistent with this proviso. 2.3 The appointment pursuant so as to CLAUSE 2.1 is conditional upon give the issue of Servicer any rights, powers or discretions to represent the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without as agent or to negotiate or enter into any further action contract or agreement on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002behalf of, or such later date as binding on, the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effectIssuer.

Appointment of Servicer. 2.1 Subject to CLAUSES 2.3 Clauses 2.4 and 4.3(D4.3(e), and until termination pursuant to CLAUSE Clause 21, the Mortgages Trustee, the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints the Servicer as its lawful agent on their respective behalfs behalf to administer the Loans and their Related Security, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Funding 1 Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 Subject to Clauses 2.5 and 4.3(e) and, and until termination pursuant to Clause 21, Funding 2 (according to its estates and interests) hereby appoints the Servicer as its lawful agent on its behalf to administer the Loans and their Related Security, to provide certain other administration and management services and to exercise its rights, powers and discretions, and to perform its duties, under and in relation to the Loans and their Related Security. The Servicer hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Funding 2 Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.3 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE 2.1Clause 2.1 and Clause 2.2, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed, have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee Trustee, Funding 1 nor Funding 1 2 nor their respective directors shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee Trustee, Funding 1 or Funding 1 2 and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee Trustee, Funding 1 or Funding 12) are, and shall at all times remain, vested, as the case may be, in the Mortgages Trustee and/or Funding 1 and/or Funding 2 (and their respective directors) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 2.4 The appointment pursuant to CLAUSE Clause 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 14 June 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement the appointment of the Servicer as agent of Funding 1 under Clause 2.1 shall cease to be of further not take effect. 2.5 The appointment pursuant to Clause 2.2 is conditional upon the acquisition by Funding 2 from the Seller of a portion of the Seller's beneficial interest in the Mortgages Trust pursuant to the Seller Mortgages Trust Assignment Agreement and shall take effect upon and from the Programme Date automatically without any further action on the part of any person PROVIDED THAT if Funding 2 has not acquired from the Seller a portion of the Seller's beneficial interest in the Mortgages Trust by 17 October 2006, or such later date as the Seller and Funding 2 may agree, the appointment of the Servicer as agent of Funding 2 under Clause 2.2 shall not take effect.

Appointment of Servicer. 2.1 Subject to CLAUSES 2.3 and 4.3(DClause 4.3(d), and until termination pursuant to CLAUSE Clause 21, the Mortgages Trustee, the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints the Servicer as its lawful agent on their respective behalfs to administer the Loans and their Related Security, to provide certain other administration and management services and behalves to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE Clause 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed, have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee nor Funding 1 nor their respective directors shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1Funding) are, and shall at all times remain, vested, as the case may be, in the Mortgages Trustee and/or Funding 1 (and their respective directors) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 The appointment pursuant to CLAUSE 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effect.

Appointment of Servicer. 2.1 Subject to CLAUSES 2.3 Clauses 3 and 4.3(D)4.4, and until termination pursuant to CLAUSE Clause 21, the Mortgages Trustee, Trustee on the direction of the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints the Servicer as its lawful agent on their respective behalfs its behalf to administer the Loans and their Related Securitysold by the Seller to the Mortgages Trustee, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the those Loans and their Related Security. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Funding 1 Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE Clause 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed, have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security sold by the Seller to the Mortgages Trustee or the exercise of such rights, powers and discretions, provided however that PROVIDED HOWEVER THAT neither the Mortgages Trustee nor the Funding 1 Companies nor their respective directors shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or the Funding 1 Companies and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or the Funding 1Companies) are, and shall at all times remain, vested, as the case may be, vested in the Mortgages Trustee and/or or the Funding 1 Companies (and their respective directors) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 The appointment pursuant to CLAUSE 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effect.

Appointment of Servicer. 2.1 Subject to CLAUSES 2.3 and 4.3(D), With effect from 20 November 2013 and until termination pursuant to CLAUSE 21clause 6 (Servicer Replacement and Termination), the Mortgages Trustee, Issuer and the Seller and Funding 1 Security Trustee (according to their respective estates and interests) hereby each appoint the Servicer as its lawful agent and, in its name and on its behalf, to provide the Services and the Servicer hereby accepts such appointment in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, the Security Trustee only appoints the Servicer as its lawful agent and, in its name and on their respective behalfs to administer the Loans and their Related Securityits behalf, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on Services after the terms and subject to the conditions delivery of this Agreement. The Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreementan Enforcement Notice. 2.2 For The Servicer shall have no authority by virtue of this Agreement to act for or represent the avoidance Issuer or the Security Trustee as agent or otherwise save in respect of doubt those functions and in duties which it is authorised to perform and discharge by this Agreement and for the period during which this Agreement so authorises it to perform and discharge those functions and duties. 2.3 In connection with the rights, powers and discretions conferred under CLAUSE 2.1, during the continuance foregoing provisions of its appointment hereunderthis clause 2 (but subject to any express limitations imposed by any other provisions of this Agreement or of any other Transaction Document), the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed, shall have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither discretions in relation to the Mortgages Trustee nor Funding 1 nor their respective directors performance of the relevant Services. 2.4 The Issuer (and the Issuer's directors) shall not be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 and the Servicer hereby acknowledges that all powers to determine such policies (including the determination Issuer, control of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1) arewhich is, and shall at all times remain, vested, as the case may be, vested in the Mortgages Trustee and/or Funding 1 (Issuer and their respective directors) its directors and none the Servicer agrees that it will at all times act consistently with this provision. 2.5 For the avoidance of doubt, save as expressly provided elsewhere in this Agreement or any of the provisions of this Agreement shall other Transaction Documents, nothing herein will be construed in a manner inconsistent with this proviso. 2.3 The appointment pursuant so as to CLAUSE 2.1 is conditional upon give the issue of Servicer any rights, powers or discretions to represent the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without as agent or to negotiate or enter into any further action contract or agreement on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002behalf of, or such later date as binding on, the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effectIssuer.

Appointment of Servicer. 2.1 The Manager (in its individual capacity) has entered into a Servicing Agreement dated the date hereof to provide for the Servicing by the Servicer named therein. Each Servicer, at all times during which it acts as Servicer, must satisfy (and continue to satisfy) the definition of Qualified Servicer. Subject to CLAUSES 2.3 and 4.3(DSection 12.3(b) below (as to Asset Management), Section 12.3(c) below (as to engagement of a JDC Contractor) and until termination pursuant Section 3.3 of the Transfer Agreement (with respect to CLAUSE 21the Interim Servicing Period), each Asset must at all times be Serviced, and the Mortgages TrusteeServicing Obligations must be performed, by or through the Seller and Funding 1 Servicer (according to their respective estates and interests) each hereby appoints including any Subservicers engaged by the Servicer as its lawful agent on their respective behalfs to administer the Loans and their Related Security, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation permitted hereunder). Subject to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the other terms and conditions of this Agreement, the Mortgage ConditionsServicer may be an Affiliate of the Private Owner or of the Manager. The Servicer may engage or retain one or more Subservicers (and any Rated Subservicer may further engage or retain one or more Subservicers), including Affiliates of the Private Owner or of the Manager, to perform certain of its duties under the Servicing Agreement (or applicable Subservicing Agreement), as it may deem necessary and appropriate, by entering into a Subservicing Agreement with each such Subservicer, provided that any Subservicer meets (and at all times continues to meet) the requirements set forth in the definition of Qualified Servicer and the terms of the applicable Subservicing Agreement comply with the terms of the Servicing Agreement and this Agreement. The Servicing Agreement and each Subservicing Agreement must at all times meet the requirements set forth in Section 3 of the Servicing Addendum. The costs and fees of the Servicer (and any Subservicers) will be borne exclusively by the Manager in its individual capacity without any right of reimbursement from the Company or the Initial Member (it being understood that the Manager will have the applicable rights to receive, or, if applicable, direct payment of, the Mortgage Sale Agreement Interim Management Fee and the Mortgages Trust Deed, have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee nor Funding 1 nor their respective directors shall be required or obliged at any time to enter into any transaction or to comply Management Fee in accordance with any directions which the Servicer may give Section 12.5 hereof). Except as expressly permitted with respect to the operating and financial policies direction of payment of the Mortgages Trustee or Funding 1 Interim Management Fee and the Management Fee to the Servicer hereby acknowledges that all powers pursuant to determine such policies (including Section 12.5, under no circumstances shall the determination of whether Manager transfer, or not permit to be transferred, to the Servicer or any particular policy is for the benefit of the Mortgages Trustee other Person any ownership interest in any Servicing rights or Funding 1) areany right to transfer or sell any Servicing rights, and shall at all times remainno Servicer will be permitted to assign, vestedpledge or otherwise transfer to any Subservicer or other Person or purport to assign, as the case may bepledge or otherwise transfer any interest in any Servicing rights, and any purported assignment, pledge or other transfer in the Mortgages Trustee and/or Funding 1 (and their respective directors) and none of the provisions violation of this Agreement shall provision will be construed in a manner inconsistent with this proviso. 2.3 The appointment pursuant to CLAUSE 2.1 is conditional upon the issue void ab initio and of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further no effect.

Appointment of Servicer. 2.1 Subject (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to CLAUSES 2.3 time as Servicer in accordance with this Section 4.1. Until the Control Party gives notice to the Seller, the Insurer, the Agent and 4.3(D)the Servicer (in accordance with the following sentence) of the designation of a new Servicer, AFC is hereby designated as, and until termination hereby agrees to perform the duties and obligations of, the Servicer pursuant to CLAUSE 21the terms hereof. Upon the occurrence of a Termination Event, the Mortgages TrusteeControl Party may designate the Backup Servicer or any other Person (including the Agent) to succeed the Servicer or any successor Servicer, on the condition that any such Person so designated (other than the Backup Servicer, except to the extent specified in the Backup Servicing Agreement) shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof unless otherwise consented to by the Control Party. (b) Upon the designation of a successor Servicer as set forth in Section 4.1(a) hereof, the Seller Servicer agrees that it will terminate its activities as Servicer hereunder in a manner which the Control Party determines will facilitate the transition of the performance of such activities to the new Servicer, and Funding 1 (according to their respective estates and interests) each hereby appoints the Servicer as its lawful agent on their respective behalfs shall cooperate with and assist such new Servicer. Such cooperation shall include (without limitation) access to administer and transfer of all records and use by the Loans new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and their Related Security, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on Without limiting the terms and subject to the conditions of this Agreement. The Security Trustee consents to the appointment of foregoing, the Servicer on agrees that, at any time following the terms occurrence of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE 2.1, during the continuance of its appointment hereundera Termination Event, the Servicer shall, subject at the request of the Control Party (i) promptly identify all branch offices, loan processing offices or other locations at which the Pool Receivable Documents are then being held, (ii) allow the Control Party or its designee full access to all such locations and all Pool Receivable Documents, (iii) promptly arrange, at the Servicer’s expense, the transfer of possession of all such Pool Receivable Documents to the terms Backup Servicer, any successor Servicer or other third-party custodian specified by the Control Party (or if the Control Party is the Majority Purchasers, the Agent) and conditions (iv) instruct the Servicer’s agents and any person with whom the Servicer or its agents have contracted to hold any such Pool Receivable Documents to provide full access to, and/or transfer possession of, any Pool Receivable Documents held by such agent or contractor. The Servicer agrees to take no action which would impede or impair the ability of the Control Party or its designees to gain access to the Pool Receivable Documents or to obtain possession thereof in accordance with the provisions hereof. The parties hereto agree that the covenants contained in the foregoing sentence are reasonable and necessary for the protection of the legitimate interests of the Secured Parties in the Pool Receivables. Accordingly, in addition to other remedies provided at law or equity, upon any breach by the Servicer of the covenants contained in the second preceding sentence, the Control Party shall be entitled to seek specific performance and injunctive relief by and against the Servicer prohibiting any further breach of such covenants, without the necessity of proving irreparable injury or posting bond. (c) The Servicer acknowledges that, in making its decision to execute and deliver this Agreement, the Mortgage ConditionsPurchaser Agents, the Mortgage Sale Agreement Agent, the Insurer and the Mortgages Trust DeedPurchasers have relied on the Servicer’s agreement to act as Servicer hereunder. Accordingly, the Servicer agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each, a “Sub-Servicer”); provided that, in each such delegation, (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable to the Secured Parties for the performance of the duties and obligations so delegated, (iii) the Secured Parties shall have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental look solely to the administration Servicer for such performance and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Control Party may terminate such agreement upon the termination of the Loans and their Related Security or the exercise Servicer hereunder in accordance with Section 4.1(a) above by giving notice of its desire to terminate such rights, powers and discretions, provided however that neither the Mortgages Trustee nor Funding 1 nor their respective directors shall be required or obliged at any time agreement to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 (and the Servicer hereby acknowledges that all powers shall provide appropriate notice to determine such policies (including Sub-Servicer); provided further, no such delegation shall be effective without the determination of whether or not any particular policy is for the benefit prior written consent of the Mortgages Trustee or Funding 1) are, and shall at all times remain, vested, as the case may be, in the Mortgages Trustee and/or Funding 1 (and their respective directors) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this provisoControl Party. 2.3 The appointment pursuant to CLAUSE 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effect.

Appointment of Servicer. 2.1 Subject to CLAUSES 2.3 and 4.3(D)Clause 4.5, and until termination pursuant to CLAUSE 21Clause 21 (Termination), the Mortgages Trustee, Trustee on the direction of the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints the Servicer as its lawful agent on their respective behalfs behalf to administer the Loans and their Related Securitysold by the Seller to the Mortgages Trustee, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the those Loans and their Related Security. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Funding 1 Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE Clause 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed, have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security sold by the Seller to the Mortgages Trustee or the exercise of such rights, powers and discretions, provided however that PROVIDED HOWEVER THAT neither the Mortgages Trustee nor the Funding 1 Companies nor their respective directors shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or the Funding 1 Companies and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or the Funding 1Companies) are, and shall at all times remain, vested, as the case may be, be vested in the Mortgages Trustee and/or or the Funding 1 Companies (and their respective directors) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 The appointment pursuant to CLAUSE 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effect.

Appointment of Servicer. 2.1 Subject (a) Lender may from time to CLAUSES 2.3 time, at no cost or expense to Borrower, enter into a servicing agreement (a “Loan Servicing Agreement”) with CapitalSource or an Affiliate of Lender or CapitalSource (a “Loan Servicer”) to service and 4.3(D), enforce the Loan Documents and until termination pursuant to CLAUSE 21, collect the Mortgages Trustee, the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints the Servicer as its lawful agent Obligations on their respective behalfs to administer the Loans and their Related Security, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation Lender’s behalf. Pursuant to the Loans Loan Servicing Agreement, Lender may authorize the Loan Servicer to take certain actions, perform certain duties and their Related Security. The Servicer in each case hereby accepts such appointment exercise certain powers on Lender’s behalf under the terms and subject to the conditions of this Agreement. The Security Trustee consents to the appointment provisions of the Servicer on the terms of Loan Documents and subject any other instruments and agreements referred to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, all of to which Borrower hereby consent. (b) The Loan Servicer shall have no duties or responsibilities to Borrower, but only to Lender and then only as expressly set forth in the Mortgage ConditionsLoan Servicing Agreement. Without limiting the generality of the foregoing, the Mortgage Sale Agreement and Loan Servicer shall have no obligation to make any loans or advances to Borrower. Neither the Mortgages Trust DeedLoan Servicer nor any of its officers, have the full powerdirectors, authority and right to do employees or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee nor Funding 1 nor their respective directors agents shall be required liable for any action taken or obliged at omitted by them under this Agreement or in connection herewith, unless caused by its or their willful misconduct. The Loan Servicer’s duties shall be mechanical and administrative in nature; nothing in this Agreement, express or implied, is intended to or shall be so construed as to impose upon the Loan Servicer any time to enter into any transaction rights or to comply with any directions which the Servicer may give obligations with respect to the operating Loan Documents except as expressly set forth herein. Neither Borrower nor any Guarantor shall in any way be construed to be a third party beneficiary of any relationship between the Loan Servicer and financial policies of the Mortgages Trustee or Funding 1 and the Lender. (c) The Loan Servicer hereby acknowledges that all powers shall be entitled to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1) arerely, and shall be fully protected in relying, upon any communication whether written or oral believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it. (d) Borrower shall be entitled to rely upon any communication whether written or oral sent or made by the Loan Servicer for and on behalf of Lender with respect to all matters pertaining to the Loan Documents and Borrower’ duties and obligations hereunder, unless and until Borrower receive written notice from Lender that the Loan Servicer is no longer servicing the Loan. (e) The Loan Servicing Agreement may be terminated at all times remainany time without prior notice to or consent of Borrower, vested, as the case may be, in the Mortgages Trustee and/or Funding 1 (and their respective directors) and none Lender will notify Borrower within a reasonable period of time thereafter of such termination. Upon termination of the provisions of this Loan Servicing Agreement and failure to replace the Loan Servicing Agreement with a new servicing agreement, all references herein to the Loan Servicer shall be construed in a manner inconsistent with this provisothereafter mean and refer to Lender. 2.3 The appointment pursuant to CLAUSE 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effect.”

Appointment of Servicer. 2.1 Subject to CLAUSES Sections 2.3 and 4.3(D)4.5, and until termination terminated pursuant to CLAUSE 21Article 17, the Mortgages Trustee, the Seller and Funding 1 (according to their respective estates and interests) each Guarantor hereby appoints and confirms the appointment of the Servicer as its lawful agent on their respective behalfs its behalf to administer service the Loans and their Related SecurityPortfolio Assets in the Covered Bond Portfolio, to provide certain other administration and management services and to exercise their respective the rights, powers and discretionsdiscretions of the Guarantor, and to perform their respective dutiesthe duties of the Guarantor, under and in relation to the Loans and their Related Securitythose Portfolio Assets. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Security Bond Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE Section 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage ConditionsTerms, the Mortgage Sale Agreement, the Security Agreement and the Mortgages Trust DeedGuarantor Agreement, have the full power, authority and right to do or cause to be done any and all things things, not inconsistent with the sale, transfer and assignment of the Portfolio Assets to the Guarantor, which it reasonably considers necessary, convenient or incidental to the administration servicing of the Loans and their Related Security Portfolio Assets or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee Guarantor nor Funding 1 nor their respective directors its Partners shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 Guarantor and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1Guarantor) are, and shall at all times remain, vested, as the case may be, vested in the Mortgages Trustee and/or Funding 1 Guarantor (and their respective directorsits Partners) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 The confirmation of appointment pursuant to CLAUSE Section 2.1 is conditional upon the issue purchase of the First Issuer Notes Initial Covered Bond Portfolio or Portfolio Assets by the Guarantor from the Seller having taken place under the Mortgage Sale Agreement and shall take effect upon and from the Initial Closing first Purchase Date under the Mortgage Sale Agreement automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effectperson.

Appointment of Servicer. 2.1 Subject to CLAUSES Sections 2.3 and 4.3(D)4.5, and until termination terminated pursuant to CLAUSE 21Article 17, the Mortgages Trustee, Guarantor hereby confirms the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints appointment of the Servicer as its lawful agent on their respective behalfs its behalf to administer service the Loans and their Related SecurityPortfolio Assets in the Covered Bond Portfolio, to provide certain other administration and management services and to exercise their respective the rights, powers and discretionsdiscretions of the Guarantor, and to perform their respective dutiesthe duties of the Guarantor, under and in relation to the Loans and their Related Securitythose Portfolio Assets. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Security Bond Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE Section 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage ConditionsTerms, the Mortgage Sale Agreement, the Security Agreement and the Mortgages Trust DeedGuarantor Agreement, have the full power, authority and right to do or cause to be done any and all things things, not inconsistent with the sale, transfer and assignment of the Portfolio Assets to the Guarantor, which it reasonably considers necessary, convenient or incidental to the administration servicing of the Loans and their Related Security Portfolio Assets or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee Guarantor nor Funding 1 nor their respective directors its Partners shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 Guarantor and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1Guarantor) are, and shall at all times remain, vested, as the case may be, vested in the Mortgages Trustee and/or Funding 1 Guarantor (and their respective directorsits Partners) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 The confirmation of appointment pursuant to CLAUSE Section 2.1 is conditional upon an initial purchase of Portfolio Assets by the issue of Guarantor from the First Issuer Notes Seller having taken place under the Mortgage Sale Agreement and shall take effect upon and from the Initial Closing first Purchase Date under the Mortgage Sale Agreement automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effectperson.

Appointment of Servicer. 2.1 Subject to CLAUSES Clause 2.3 and 4.3(D)Clause 4.6, and until termination pursuant to CLAUSE 21Clause 19 (Termination), the Mortgages Trustee, the Seller and Funding 1 (according to their respective estates and interests) each Issuer hereby appoints the Servicer as its lawful agent on their respective behalfs its behalf to administer service the Loans and their Related Security, to provide certain other administration ancillary services which the Issuer reasonably considers necessary, convenient or incidental to the servicing of the Loans and management services their Related Security and to exercise their respective the Issuer's rights, powers and discretions, and to perform their respective duties, discretions under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE Clause 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the relevant Mortgage Conditions, Conditions and the Mortgage Sale Agreement and the Mortgages Trust DeedAgreement, have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration servicing of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however however, that neither the Mortgages Trustee Issuer nor Funding 1 nor their respective its directors shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 Issuer, and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1Issuer) are, and shall at all times remain, vested, as the case may be, vested in the Mortgages Trustee and/or Funding 1 Issuer (and their respective its directors) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 Subject to Clause 2.5, and until termination pursuant to Clause 19 (Termination), the Servicer hereby agrees with the Issuer and the Seller that it will (in its capacity as Servicer) service the Loans and their Related Security in connection with any Further Advances, Product Switches and Underpayment Options (as applicable), including (without limitation) to accept applications from, or make offers to, relevant Borrowers for Further Advances, Product Switches and Underpayment Options and perform all associated functions and the Seller's duties in connection with any Further Advance, Product Switch or Underpayment Option. The Servicer hereby agrees that its obligations by virtue of this Clause 2.3 shall be on the terms and subject to the conditions of this Agreement and the Mortgage Sale Agreement. 2.4 The Servicer will act upon the direction of the Security Trustee upon the earlier to occur of (a) service of a Note Acceleration Notice on the Issuer and (b) enforcement or realisation of the Security. 2.5 The appointment of the Servicer pursuant to CLAUSE Clause 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, 31 December 2017 or such later date as the First Issuer Issuer, the Arranger and the Joint Lead Managers may agreeagree and notify in writing to the Servicer, this Agreement shall cease to be of further effect.

Appointment of Servicer. 2.1 Subject to CLAUSES 2.3 and 4.3(D), With effect from 25 May 2016 and until termination pursuant to CLAUSE 21clause 6 (Servicer Replacement and Termination), the Mortgages Trustee, Issuer and the Seller and Funding 1 Security Trustee (according to their respective estates and interests) hereby each appoint the Servicer as its lawful agent and, in its name and on its behalf, to provide the Services and the Servicer hereby accepts such appointment in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, the Security Trustee only appoints the Servicer as its lawful agent and, in its name and on their respective behalfs to administer the Loans and their Related Securityits behalf, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on Services after the terms and subject to the conditions delivery of this Agreement. The Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreementan Enforcement Notice. 2.2 For The Servicer shall have no authority by virtue of this Agreement to act for or represent the avoidance Issuer or the Security Trustee as agent or otherwise save in respect of doubt those functions and in duties which it is authorised to perform and discharge by this Agreement and for the period during which this Agreement so authorises it to perform and discharge those functions and duties. 2.3 In connection with the rights, powers and discretions conferred under CLAUSE 2.1, during the continuance foregoing provisions of its appointment hereunderthis clause 2 (but subject to any express limitations imposed by any other provisions of this Agreement or of any other Transaction Document), the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed, shall have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither discretions in relation to the Mortgages Trustee nor Funding 1 nor their respective directors performance of the relevant Services. 2.4 The Issuer (and the Issuer's directors) shall not be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 and the Servicer hereby acknowledges that all powers to determine such policies (including the determination Issuer, control of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1) arewhich is, and shall at all times remain, vested, as the case may be, vested in the Mortgages Trustee and/or Funding 1 (Issuer and their respective directors) its directors and none the Servicer agrees that it will at all times act consistently with this provision. 2.5 For the avoidance of doubt, save as expressly provided elsewhere in this Agreement or any of the provisions of this Agreement shall other Transaction Documents, nothing herein will be construed in a manner inconsistent with this proviso. 2.3 The appointment pursuant so as to CLAUSE 2.1 is conditional upon give the issue of Servicer any rights, powers or discretions to represent the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without as agent or to negotiate or enter into any further action contract or agreement on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002behalf of, or such later date as binding on, the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effectIssuer.

Appointment of Servicer. 2.1 Subject to CLAUSES 2.3 and 4.3(D), With effect from the Closing Date and until termination pursuant to CLAUSE 21Clause 6 (Servicer Replacement and Termination), the Mortgages Trustee, Issuer and the Seller and Funding 1 Security Trustee (according to their respective estates and interests) hereby each appoint the Servicer as its lawful agent and, in its name and on its behalf, to provide the Services and the Servicer hereby accepts such appointment in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, the Security Trustee only appoints the Servicer as its lawful agent and, in its name and on their respective behalfs to administer the Loans and their Related Securityits behalf, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on Services after the terms and subject to the conditions delivery of this Agreement. The Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreementan Enforcement Notice. 2.2 For The Servicer shall have no authority by virtue of this Agreement to act for or represent the avoidance Issuer or the Security Trustee as agent or otherwise save in respect of doubt those functions and in duties which it is authorised to perform and discharge by this Agreement and for the period during which this Agreement so authorises it to perform and discharge those functions and duties. 2.3 In connection with the rights, powers and discretions conferred under CLAUSE 2.1, during the continuance foregoing provisions of its appointment hereunderthis Clause 2 (but subject to any express limitations imposed by any other provisions of this Agreement or of any other Transaction Document), the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed, shall have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither discretions in relation to the Mortgages Trustee nor Funding 1 nor their respective directors performance of the relevant Services. 2.4 The Issuer (and the Issuer's directors) shall not be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 and the Servicer hereby acknowledges that all powers to determine such policies (including the determination Issuer, control of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1) arewhich is, and shall at all times remain, vested, as the case may be, vested in the Mortgages Trustee and/or Funding 1 (Issuer and their respective directors) its directors and none the Servicer agrees that it will at all times act consistently with this provision. 2.5 For the avoidance of doubt, save as expressly provided elsewhere in this Agreement or any of the provisions of this Agreement shall other Transaction Documents, nothing herein will be construed in a manner inconsistent with this proviso. 2.3 The appointment pursuant so as to CLAUSE 2.1 is conditional upon give the issue of Servicer any rights, powers or discretions to represent the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without as agent or to negotiate or enter into any further action contract or agreement on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002behalf of, or such later date as binding on, the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effectIssuer.

Appointment of Servicer. 2.1 Subject The Manager (in its individual capacity) has entered into a Servicing Agreement dated the date hereof to CLAUSES 2.3 provide for the Servicing by the Servicer named therein. Each Servicer, at all times during which it acts as Servicer, shall satisfy (and 4.3(D)must continue to satisfy) the definition of Qualified Servicer. Subject, with respect to the Interim Servicing Period, to the provisions of Section 3.3 of the Contribution Agreement, each Asset shall at all times be Serviced, and until termination pursuant to CLAUSE 21the Servicing Obligations shall be performed, by or through the Mortgages Trustee, the Seller and Funding 1 Servicer (according to their respective estates and interests) each hereby appoints including any Sub-Servicers engaged by the Servicer as its lawful agent on their respective behalfs to administer the Loans and their Related Securitypermitted hereunder); provided, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE 2.1, during the continuance of its appointment hereunder, the Servicer shallthat, subject to Section 12.3(b) below, the Manager shall have the right to retain (and not delegate to the Servicer) any or all Asset Management functions. Subject to the other terms and conditions of this Agreement, the Mortgage ConditionsServicer may be an Affiliate of the Private Owner or of the Manager. The Servicer may engage or retain one or more Sub-Servicers (and any Rated Sub-Servicer may further engage or retain one or more Sub-Servicers), including Affiliates of the Mortgage Sale Private Owner or of the Manager, to perform certain of its duties under the Servicing Agreement (or applicable Sub-Servicing Agreement), as it may deem necessary and appropriate, by entering into a Sub-Servicing Agreement with each such Sub-Servicer, provided that any Sub-Servicer meets (and at all times continues to meet) the requirements set forth in the definition of Qualified Servicer and the terms of the applicable Sub-Servicing Agreement comply with the terms of this Agreement and the Mortgages Trust Deed, applicable Servicing Agreement. The costs and fees of the Servicer (and any Sub-Servicers) shall be borne exclusively by the Manager in its individual capacity without any right of reimbursement from the Company or the Initial Member (it being understood that the Manager will have the full powerapplicable rights to receive, authority or, if applicable, direct payment of, the Interim Management Fee and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee nor Funding 1 nor their respective directors shall be required or obliged at any time to enter into any transaction or to comply Management Fee in accordance with any directions which the Servicer may give Section 12.5 hereof). Except as expressly permitted with respect to the operating and financial policies direction of payment of the Mortgages Trustee or Funding 1 Interim Management Fee and the Management Fee to the Servicer hereby acknowledges that all powers pursuant to determine such policies (including Section 12.5, under no circumstances shall the determination of whether Manager transfer, or not permit to be transferred, to the Servicer or any particular policy is for the benefit of the Mortgages Trustee other Person any ownership interest in any Servicing rights or Funding 1) areany right to transfer or sell any Servicing rights, and no Servicer shall at all times remainbe permitted to assign, vestedpledge or otherwise transfer to any Sub-Servicer or other Person or purport to assign, as the case may bepledge or otherwise transfer any interest in any Servicing rights, and any purported assignment, pledge or other transfer in the Mortgages Trustee and/or Funding 1 (and their respective directors) and none of the provisions violation of this Agreement provision shall be construed in a manner inconsistent with this proviso. 2.3 The appointment pursuant to CLAUSE 2.1 is conditional upon the issue void ab initio and of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further no effect.

Appointment of Servicer. 2.1 Subject to CLAUSES Sections 2.3 and 4.3(D)4.5, and until termination terminated pursuant to CLAUSE 21Article 18, the Mortgages Trustee, Guarantor hereby confirms the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints appointment of the Servicer as its lawful mandatary and agent on their respective behalfs its behalf to administer service the Loans and their Related SecuritySecurity in the Covered Bond Portfolio, to provide certain other administration and management services and to exercise their respective the rights, powers and discretionsdiscretions of the Guarantor, and to perform their respective dutiesthe duties of the Guarantor, under and in relation to the those Loans and their Related Security. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Security Bond Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE Section 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage ConditionsHypothecary Loan Terms, the Mortgage Hypothecary Loan Sale Agreement Agreement, the Security Agreement, the Security Documents and the Mortgages Trust Deed, Limited Partnership Agreement have the full power, authority and right to do or cause to be done any and all things not inconsistent with the sale, transfer and assignment of the Loans and their Related Security to the Guarantor which it reasonably considers necessary, convenient or incidental to the administration servicing of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee Guarantor nor Funding 1 nor their respective directors its Partners shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 Guarantor and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1Guarantor) are, and shall at all times remain, vested, as the case may be, vested in the Mortgages Trustee and/or Funding 1 Guarantor (and their respective directorsits Partners) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 The confirmation of appointment pursuant to CLAUSE Section 2.1 is conditional upon an initial purchase of Loans and their Related Security by the issue of Guarantor from the First Issuer Notes Seller having taken place under the Hypothecary Loan Sale Agreement and shall take effect upon and from the Initial Closing first Purchase Date under the Hypothecary Loan Sale Agreement automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effectperson.

Appointment of Servicer. 2.1 Subject (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to CLAUSES 2.3 time as Servicer in accordance with this SECTION 4. 1. Until the Control Party gives notice to the Seller, the Insurer, the Agent and 4.3(D)the Servicer (in accordance with the following sentence) of the designation of a new Servicer, AFC is hereby designated as, and until termination hereby agrees to perform the duties and obligations of, the Servicer pursuant to CLAUSE 21the terms hereof. Upon the occurrence of a Termination Event, the Mortgages TrusteeControl Party may designate the Backup Servicer or any other Person (including the Agent) to succeed the Servicer or any successor Servicer, on the condition that any such Person so designated (other than the Backup Servicer, except to the extent specified in the Backup Servicing Agreement) shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof unless otherwise consented to by the Control Party. (b) Upon the designation of a successor Servicer as set forth in SECTION 4.1(a) hereof, the Seller Servicer agrees that it will terminate its activities as Servicer hereunder in a manner which the Control Party determines will facilitate the transition of the performance of such activities to the new Servicer, and Funding 1 (according to their respective estates and interests) each hereby appoints the Servicer as its lawful agent on their respective behalfs shall cooperate with and assist such new Servicer. Such cooperation shall include (without limitation) access to administer and transfer of all records and use by the Loans new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and their Related Security, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on Without limiting the terms and subject to the conditions of this Agreement. The Security Trustee consents to the appointment of foregoing, the Servicer on agrees that, at any time following the terms occurrence of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE 2.1, during the continuance of its appointment hereundera Termination Event, the Servicer shall, subject at the request of the Control Party (i) promptly identify all branch offices, loan processing offices or other locations at which the Pool Receivable Documents are then being held, (ii) allow the Control Party or its designee full access to all such locations and all Pool Receivable Documents, (iii) promptly arrange, at the Servicer's expense, the transfer of possession of all such Pool Receivable Documents to the terms Backup Servicer, any successor Servicer or other third-party custodian specified by the Control Party (or if the Control Party is the Majority Purchasers, the Agent) and conditions (iv) instruct the Servicer's agents and any person with whom the Servicer or its agents have contracted to hold any such Pool Receivable Documents to provide full access to, and/or transfer possession of, any Pool Receivable Documents held by such agent or contractor. The Servicer agrees to take no action which would impede or impair the ability of the Control Party or its designees to gain access to the Pool Receivable Documents or to obtain possession thereof in accordance with the provisions hereof. The parties hereto agree that the covenants contained in the foregoing sentence are reasonable and necessary for the protection of the legitimate interests of the Secured Parties in the Pool Receivables. Accordingly, in addition to other remedies provided at law or equity, upon any breach by the Servicer of the covenants contained in the second preceding sentence, the Control Party shall be entitled to seek specific performance and injunctive relief by and against the Servicer prohibiting any further breach of such covenants, without the necessity of proving irreparable injury or posting bond. (c) The Servicer acknowledges that, in making its decision to execute and deliver this Agreement, the Mortgage ConditionsPurchaser Agents, the Mortgage Sale Agreement Agent, the Insurer and the Mortgages Trust DeedPurchasers have relied on the Servicer's agreement to act as Servicer hereunder. Accordingly, the Servicer agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each, a "SUB-SERVICER"); PROVIDED THAT, in each such delegation, (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable to the Secured Parties for the performance of the duties and obligations so delegated, (iii) the Secured Parties shall have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental look solely to the administration Servicer for such performance and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Control Party may terminate such agreement upon the termination of the Loans and their Related Security or the exercise Servicer hereunder in accordance with SECTION 4.1(a) above by giving notice of its desire to terminate such rights, powers and discretions, provided however that neither the Mortgages Trustee nor Funding 1 nor their respective directors shall be required or obliged at any time agreement to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 (and the Servicer hereby acknowledges that all powers shall provide appropriate notice to determine such policies (including Sub-Servicer); PROVIDED FURTHER, no such delegation shall be effective without the determination of whether or not any particular policy is for the benefit prior written consent of the Mortgages Trustee or Funding 1) are, and shall at all times remain, vested, as the case may be, in the Mortgages Trustee and/or Funding 1 (and their respective directors) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this provisoControl Party. 2.3 The appointment pursuant to CLAUSE 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effect.

Appointment of Servicer. 2.1 Subject to CLAUSES Sections 2.3 and 4.3(D)4.5, and until termination terminated pursuant to CLAUSE 21Article 18, the Mortgages Trustee, Guarantor hereby confirms the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints appointment of the Servicer as its lawful agent on their respective behalfs its behalf to administer service the Loans and their Related SecuritySecurity in the Covered Bond Portfolio, to provide certain other administration and management services and to exercise their respective the rights, powers and discretionsdiscretions of the Guarantor, and to perform their respective dutiesthe duties of the Guarantor, under and in relation to the those Loans and their Related Security. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Security Bond Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE Section 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage ConditionsTerms, the Mortgage Sale Agreement, the Security Agreement and the Mortgages Trust DeedGuarantor Agreement, have the full power, authority and right to do or cause to be done any and all things things, not inconsistent with the sale, transfer and assignment of the Loans and their Related Security to the Guarantor, which it reasonably considers necessary, convenient or incidental to the administration servicing of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee Guarantor nor Funding 1 nor their respective directors its Partners shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 Guarantor and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1Guarantor) are, and shall at all times remain, vested, as the case may be, vested in the Mortgages Trustee and/or Funding 1 Guarantor (and their respective directorsits Partners) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 The confirmation of appointment pursuant to CLAUSE Section 2.1 is conditional upon an initial purchase of Loans and their Related Security by the issue of Guarantor from the First Issuer Notes Seller having taken place under the Mortgage Sale Agreement and shall take effect upon and from the Initial Closing first Purchase Date under the Mortgage Sale Agreement automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effectperson.

Appointment of Servicer. 2.1 Subject to CLAUSES 2.3 and 4.3(DClause 4.3(d), and until termination pursuant to CLAUSE Clause 21, the Mortgages Trustee, the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints the Servicer as its lawful agent on their respective behalfs to administer the Loans and their Related Security, to provide certain other administration and management services and behalves to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE 2.1Clause , during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed, have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee nor Funding 1 nor their respective directors shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1Funding) are, and shall at all times remain, vested, as the case may be, in the Mortgages Trustee and/or Funding 1 (and their respective directors) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 The appointment pursuant to CLAUSE 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effect.

Appointment of Servicer. 2.1 Subject (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to CLAUSES 2.3 time as Servicer in accordance with this SECTION 4. 1. Until the Control Party gives notice to the Seller, the Insurer, the Agent and 4.3(D)the Servicer (in accordance with the following sentence) of the designation of a new Servicer, AFC is hereby designated as, and until termination hereby agrees to perform the duties and obligations of, the Servicer pursuant to CLAUSE 21the terms hereof. Upon the occurrence of a Termination Event, the Mortgages TrusteeControl Party may designate the Backup Servicer or any other Person (including the Agent) to succeed the Servicer or any successor Servicer, on the condition that any such Person so designated (other than the Backup Servicer, except to the extent specified in the Backup Servicing Agreement) shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof unless otherwise consented to by the Control Party. (b) Upon the designation of a successor Servicer as set forth in SECTION 4.1(A) hereof, the Seller Servicer agrees that it will terminate its activities as Servicer hereunder in a manner which the Control Party determines will facilitate the transition of the performance of such activities to the new Servicer, and Funding 1 (according to their respective estates and interests) each hereby appoints the Servicer as its lawful agent on their respective behalfs shall cooperate with and assist such new Servicer. Such cooperation shall include (without limitation) access to administer and transfer of all records and use by the Loans new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and their Related Security, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on Without limiting the terms and subject to the conditions of this Agreement. The Security Trustee consents to the appointment of foregoing, the Servicer on agrees that, at any time following the terms occurrence of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE 2.1, during the continuance of its appointment hereundera Termination Event, the Servicer shall, subject at the request of the Control Party (i) promptly identify all branch offices, loan processing offices or other locations at which the Pool Receivable Documents are then being held, (ii) allow the Control Party or its designee full access to all such locations and all Pool Receivable Documents, (iii) promptly arrange, at the Servicer's expense, the transfer of possession of all such Pool Receivable Documents to the terms Backup Servicer, any successor Servicer or other third-party custodian specified by the Control Party (or if the Control Party is the Majority Purchasers, the Agent) and conditions (iv) instruct the Servicer's agents and any person with whom the Servicer or its agents have contracted to hold any such Pool Receivable Documents to provide full access to, and/or transfer possession of, any Pool Receivable Documents held by such agent or contractor. The Servicer agrees to take no action which would impede or impair the ability of the Control Party or its designees to gain access to the Pool Receivable Documents or to obtain possession thereof in accordance with the provisions hereof. The parties hereto agree that the covenants contained in the foregoing sentence are reasonable and necessary for the protection of the legitimate interests of the Secured Parties in the Pool Receivables. Accordingly, in addition to other remedies provided at law or equity, upon any breach by the Servicer of the covenants contained in the second preceding sentence, the Control Party shall be entitled to seek specific performance and injunctive relief by and against the Servicer prohibiting any further breach of such covenants, without the necessity of proving irreparable injury or posting bond. (c) The Servicer acknowledges that, in making its decision to execute and deliver this Agreement, the Mortgage ConditionsPurchaser Agents, the Mortgage Sale Agreement Agent, the Insurer and the Mortgages Trust DeedPurchasers have relied on the Servicer's agreement to act as Servicer hereunder. Accordingly, the Servicer agrees that it will not voluntarily resign as Servicer. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each, a "SUB-SERVICER"); PROVIDED THAT, in each such delegation, (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable to the Secured Parties for the performance of the duties and obligations so delegated, (iii) the Secured Parties shall have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental look solely to the administration Servicer for such performance and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Control Party may terminate such agreement upon the termination of the Loans and their Related Security or the exercise Servicer hereunder in accordance with SECTION 4.1(A) above by giving notice of its desire to terminate such rights, powers and discretions, provided however that neither the Mortgages Trustee nor Funding 1 nor their respective directors shall be required or obliged at any time agreement to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 (and the Servicer hereby acknowledges that all powers shall provide appropriate notice to determine such policies (including Sub-Servicer); PROVIDED FURTHER, no such delegation shall be effective without the determination of whether or not any particular policy is for the benefit prior written consent of the Mortgages Trustee or Funding 1) are, and shall at all times remain, vested, as the case may be, in the Mortgages Trustee and/or Funding 1 (and their respective directors) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this provisoControl Party. 2.3 The appointment pursuant to CLAUSE 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effect.

Appointment of Servicer. 2.1 Subject to CLAUSES 2.3 and Clause 4.3(D), and until termination pursuant to CLAUSE Clause 21, the Mortgages Trustee, the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints the Servicer as its lawful agent on their respective behalfs to administer the Loans and their Related Security, to provide certain other administration and management services and behalves to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE Clause 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed, have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee nor Funding 1 nor their respective directors shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1Funding) are, and shall at all times remain, vested, as the case may be, in the Mortgages Trustee and/or Funding 1 (and their respective directors) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 The appointment pursuant to CLAUSE 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effect.

Appointment of Servicer. 2.1 Subject to CLAUSES Sections 2.3 and 4.3(D)4.5, and until termination terminated pursuant to CLAUSE 21Article 17, the Mortgages Trustee, Guarantor hereby confirms the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints appointment of the Servicer as its lawful agent on their respective behalfs its behalf to administer service the Loans and their Related SecuritySecurity in the Covered Bond Portfolio, to provide certain other administration and management services and to exercise their respective the rights, powers and discretionsdiscretions of the Guarantor, and to perform their respective dutiesthe duties of the Guarantor, under and in relation to the those Loans and their Related Security. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Security Bond Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE Section 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage ConditionsTerms, the Mortgage Sale Agreement, the Security Agreement and the Mortgages Trust DeedGuarantor Agreement, have the full power, authority and right to do or cause to be done any and all things things, not inconsistent with the sale, transfer and assignment of the Loans and their Related Security to the Guarantor, which it reasonably considers necessary, convenient or incidental to the administration servicing of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee Guarantor nor Funding 1 nor their respective directors its Partners shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 Guarantor and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1Guarantor) are, and shall at all times remain, vested, as the case may be, vested in the Mortgages Trustee and/or Funding 1 Guarantor (and their respective directorsits Partners) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 The confirmation of appointment pursuant to CLAUSE Section 2.1 is conditional upon an initial purchase of Loans and their Related Security by the issue of Guarantor from the First Issuer Notes Seller having taken place under the Mortgage Sale Agreement and shall take effect upon and from the Initial Closing first Purchase Date under the Mortgage Sale Agreement automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effectperson.

Appointment of Servicer. ‌ 2.1 Subject to CLAUSES 2.3 and 4.3(DClause 4.3(d), and until termination pursuant to CLAUSE Clause 21, the Mortgages Trustee, the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints the Servicer as its lawful agent on their respective behalfs to administer the Loans and their Related Security, to provide certain other administration and management services and behalves to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE Clause 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed, have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee nor Funding 1 nor their respective directors shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1Funding) are, and shall at all times remain, vested, as the case may be, in the Mortgages Trustee and/or Funding 1 (and their respective directors) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 The appointment pursuant to CLAUSE 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effect.

Appointment of Servicer. 2.1 Subject to CLAUSES 2.3 and 4.3(D4.3(d), and until termination pursuant to CLAUSE 21, the Mortgages Trustee, the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints the Servicer as its lawful agent on their respective behalfs to administer the Loans and their Related Security, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed, have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee nor Funding 1 nor their respective directors shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1) are, and shall at all times remain, vested, as the case may be, in the Mortgages Trustee and/or Funding 1 (and their respective directors) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 The appointment pursuant to CLAUSE 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effect.

Appointment of Servicer. 2.1 Subject (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person designated from time to CLAUSES 2.3 and 4.3(D)time as Servicer in accordance with this Section 4.1. Until the Administrative Agent gives notice to Ixxxxx (in accordance with this Section 4.1) of the designation of a new Servicer as provided in the following sentence or until the Servicer resigns in accordance with this Section 4.1, Ixxxxx is hereby designated as, and until termination hereby agrees to perform the duties and obligations of, the Servicer pursuant to CLAUSE 21the terms hereof. The Seller hereby acknowledges and agrees to such designation. During the existence of a Termination Event, the Mortgages TrusteeAdministrative Agent may (or at the direction of the Required Purchasers shall) designate as Servicer any Person (including itself) to succeed Ixxxxx or any successor Servicer, on the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints the Servicer as its lawful agent on their respective behalfs to administer the Loans and their Related Security, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related Security. The Servicer condition in each case hereby accepts that any such appointment on Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms and subject hereof. (b) Upon the designation of a successor Servicer as set forth in Section 4.1(a), Ixxxxx agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the conditions new Servicer, and Ixxxxx shall (at its own expense) cooperate with and assist such new Servicer in effecting such transition. Such cooperation shall include access to and transfer of records and use by the new Servicer of all licenses, hardware or software reasonably necessary to collect the Pool Receivables and the Related Security. (c) Ixxxxx acknowledges that the Administrative Agent and each member in each Purchaser Group have relied on Ixxxxx’x agreement to act as initial Servicer hereunder in making their decision to execute and deliver this Agreement. The Security Trustee consents Accordingly, Ixxxxx agrees that it will not resign as Servicer until thirty (30) days prior written notice of the occurrence of a “Servicer Resignation Event” (as defined below) has been delivered to the appointment Administrative Agent and each Purchaser Agent. As used herein a “Servicer Resignation Event” shall mean Ixxxxx’x determination that by reason of a change in legal requirements the performance of its duties as Servicer under this Agreement would cause it to be in violation of such legal requirements and (i) the Administrative Agent, with the consent of the Majority Purchasers, does not elect to waive the obligations of the Servicer on to perform the terms of duties which such change in legal requirements renders Ixxxxx legally unable to perform and subject (ii) Ixxxxx is unable to the conditions of this Agreementdelegate those duties to a Sub-Servicer. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed, have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee nor Funding 1 nor their respective directors shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1) are, and shall at all times remain, vested, as the case may be, in the Mortgages Trustee and/or Funding 1 (and their respective directors) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 The appointment pursuant to CLAUSE 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effect.

Appointment of Servicer. 2.1 Subject to CLAUSES Sections 2.3 and 4.3(D)4.5, and until termination terminated pursuant to CLAUSE 21Article 17, the Mortgages Trustee, Guarantor hereby confirms the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints appointment of the Servicer as its lawful agent on their respective behalfs its behalf to administer service the Loans and their Related SecurityPortfolio Assets in the Covered Bond Portfolio, to provide certain other administration and management services and to exercise their respective the rights, powers and discretionsdiscretions of the Guarantor, and to perform their respective dutiesthe duties of the Guarantor, under and in relation to the Loans and their Related Securitythose Portfolio Assets. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Security Bond Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE Section 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage ConditionsTerms, the Mortgage Sale Agreement, the Security Agreement and the Mortgages Trust DeedGuarantor Agreement, have the full power, authority and right to do or cause to be done any and all things things, not MT DOCS 14908769v9 3 Servicing Agreement inconsistent with the sale, transfer and assignment of the Portfolio Assets to the Guarantor, which it reasonably considers necessary, convenient or incidental to the administration servicing of the Loans and their Related Security Portfolio Assets or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee Guarantor nor Funding 1 nor their respective directors its Partners shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 Guarantor and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1Guarantor) are, and shall at all times remain, vested, as the case may be, vested in the Mortgages Trustee and/or Funding 1 Guarantor (and their respective directorsits Partners) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 The confirmation of appointment pursuant to CLAUSE Section 2.1 is conditional upon an initial purchase of Portfolio Assets by the issue of Guarantor from the First Issuer Notes Seller having taken place under the Mortgage Sale Agreement and shall take effect upon and from the Initial Closing first Purchase Date under the Mortgage Sale Agreement automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effectperson.

Appointment of Servicer. 2.1 Subject to CLAUSES 2.3 and 4.3(D), With effect from the Closing Date and until termination pursuant to CLAUSE 21Clause 6, the Mortgages Trustee, Issuer and the Seller and Funding 1 Security Trustee (according to their respective estates and interests) hereby each appoint the Servicer as its lawful agent and, in its name and on its behalf, to provide the Services and the Servicer hereby accepts such appointment in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, the Security Trustee only appoints the Servicer as its lawful agent and, in its name and on their respective behalfs to administer the Loans and their Related Securityits behalf, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on Services after the terms and subject to the conditions delivery of this Agreement. The Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreementan Enforcement Notice. 2.2 For The Servicer shall have no authority by virtue of this Agreement to act for or represent the avoidance Issuer or the Security Trustee as agent or otherwise save in respect of doubt those functions and in duties which it is authorised to perform and discharge by this Agreement and for the period during which this Agreement so authorises it to perform and discharge those functions and duties. 2.3 In connection with the rights, powers and discretions conferred under CLAUSE 2.1, during the continuance foregoing provisions of its appointment hereunderthis Clause 2 (but subject to any express limitations imposed by any other provisions of this Agreement or of any other Transaction Document), the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed, shall have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither discretions in relation to the Mortgages Trustee nor Funding 1 nor their respective directors performance of the relevant Services. 2.4 The Issuer (and the Issuer's directors) shall not be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 and the Servicer hereby acknowledges that all powers to determine such policies (including the determination Issuer, control of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1) arewhich is, and shall at all times remain, vested, as the case may be, vested in the Mortgages Trustee and/or Funding 1 (Issuer and their respective directors) its directors and none the Servicer agrees that it will at all times act consistently with this provision. 2.5 For the avoidance of doubt, save as expressly provided elsewhere in this Agreement or any of the provisions of this Agreement shall other Transaction Documents, nothing herein will be construed in a manner inconsistent with this proviso. 2.3 The appointment pursuant so as to CLAUSE 2.1 is conditional upon give the issue of Servicer any rights, powers or discretions to represent the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without as agent or to negotiate or enter into any further action contract or agreement on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002behalf of, or such later date as binding on, the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effectIssuer.

Appointment of Servicer. 2.1 Subject (a) The servicing, administering and collection of the Receivables shall be conducted by the Person (the “Servicer”) so designated from time to CLAUSES 2.3 time as Servicer in accordance with this Section 7.1. Each of the SPV, the Class Agents, the Agent and 4.3(D)the Investors hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the SPV and each Originator hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s and/or such Originator’s name and on behalf of the SPV or such Originator as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables, including endorsing the SPV’s and/or such Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and to take all such other actions set forth in this Article VII. Until the Agent gives notice to the Servicer (in accordance with this Section 7.1) of the designation of a new Servicer, Boise Cascade is hereby designated as, and until termination hereby agrees to perform the duties and obligations of, the Servicer pursuant to CLAUSE 21the terms hereof. Upon either (i) thirty (30) days’ prior written notice to the Servicer or (ii) the occurrence of a Termination Event, the Mortgages TrusteeAgent may, and upon the direction of the Class Agents shall, designate as Servicer any Person (including itself) to succeed Boise Cascade or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth above, Boise Cascade agrees that it will terminate its activities as Servicer hereunder in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new Servicer, and Boise Cascade shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records and use by the new Servicer of all records, licenses, hardware or software necessary or desirable to collect the Receivables and the Related Security. (c) Boise Cascade acknowledges that the SPV, the Seller Class Agents, the Agent and Funding 1 the Investors have relied on Boise Cascade’s agreement to act as Servicer hereunder in making their decision to execute and deliver this Agreement. Accordingly, Boise Cascade agrees that it will not voluntarily resign as Servicer. (according to their respective estates d) The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Agent, and interests) each hereby appoints provided that the Servicer shall continue to remain solely liable for the performance of the duties as its lawful agent on their respective behalfs to administer the Loans and their Related Security, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related SecurityServicer hereunder notwithstanding any such delegation hereunder. The Servicer may delegate its duties and obligations hereunder to any Affiliate subservicer (each, a “Sub-Servicer”); provided that, in each case hereby accepts such appointment on delegation, (i) such Sub-Servicer shall agree in writing to perform the terms duties and subject to the conditions of this Agreement. The Security Trustee consents to the appointment obligations of the Servicer on pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable to the SPV, the Agent, the Class Agents and the Investors for the performance of the duties and obligations so delegated, (iii) the Originators, SPV, the Agent, the Class Agents and the Investors shall have the right to look solely to the Servicer for performance and (iv) the terms of and subject any agreement with any Sub-Servicer shall provide that the Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the conditions of this AgreementServicer (and the Servicer shall provide appropriate notice to such Sub-Servicer). 2.2 For (e) Boise Cascade hereby irrevocably agrees that if at any time it shall cease to be the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE 2.1, during the continuance of its appointment Servicer hereunder, it shall act (if the then current Servicer so requests) as the data-processing agent of the Servicer shalland, subject to in such capacity, Boise Cascade shall conduct the terms and conditions data-processing functions of this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed, have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee nor Funding 1 nor their respective directors shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 Receivables and the Servicer hereby acknowledges Collections thereon in substantially the same way that all powers to determine Boise Cascade conducted such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1) are, and shall at all times remain, vested, data-processing functions while it acted as the case may be, in the Mortgages Trustee and/or Funding 1 (and their respective directors) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this provisoServicer. 2.3 The appointment pursuant to CLAUSE 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effect.

Appointment of Servicer. 2.1 Subject (a) The servicing, administering and collection of the Receivables shall be conducted by the Person so designated from time to CLAUSES 2.3 time as Servicer in accordance with this Section 2.1. Each of the Purchaser and 4.3(D)the Agent, on behalf of itself and the Lenders, hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section 2.1, to enforce their respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the Purchaser and MAI (to the extent not then acting as Servicer hereunder) hereby agrees to grant to any Servicer appointed hereunder an irrevocable power of attorney to, in such Person’s name and on behalf of such Person (i) take the actions set forth in Section 3.1(e) to collect all amounts due under any and all Receivables and take such other actions (including endorsing the Purchaser’s name on checks and other instruments representing Collections) as may be required in the course of completing the collection process contemplated in Section 3.1(e) and (ii) take all such other actions set forth in this Agreement. Until the Agent gives notice to MAI (in accordance with the following sentence of this Section 2.1) of the designation of a new Servicer, MAI is hereby designated as, and until termination hereby agrees to perform the duties and obligations of, the Servicer pursuant to CLAUSE 21the terms hereof. Upon the occurrence of a Servicer Default, the Mortgages Trustee, the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints the Servicer as its lawful agent on their respective behalfs to administer the Loans and their Related Security, to provide certain other administration and management services and to exercise their respective rights, powers and discretionsAgent may, and upon the direction of the Majority Lenders shall, designate as Servicer any Person (including itself) to perform their respective dutiessucceed MAI or any successor Servicer, under and in relation to on the Loans and their Related Security. The Servicer condition in each case hereby accepts that any such appointment on Person so designated shall agree to perform the terms duties and subject to the conditions of this Agreement. The Security Trustee consents to the appointment obligations of the Servicer on pursuant to the terms hereof. (b) Upon the designation of and subject a successor Servicer as set forth above, MAI agrees that it will terminate its activities as Servicer hereunder in any manner necessary, or which the Agent reasonably determines is desirable, to facilitate the transition of the performance of such activities to the conditions new Servicer, and MAI shall, and shall cause each of this Agreement. 2.2 For its Subsidiaries and Affiliates that is an Originator or a Sub-Servicer or that performs any operations or other action related to the avoidance origination or servicing of doubt the Affected Assets (each such Person, an “Origination and Servicing Affiliate”) to, cooperate with and assist such new Servicer in any manner necessary, or which the Agent or such new Servicer reasonably determines is desirable, to the collection of all amounts due under the Receivables or the servicing of the Affected Assets. Such cooperation shall include (i) the endorsement of any check or other instrument representing Collections or other Affected Assets, (ii) the execution of any power of attorney or other similar instrument necessary or desirable in connection with the rightsenforcement or servicing of the Receivables and other Affected Assets, powers and discretions conferred under CLAUSE 2.1(iii) access to and transfer of records and use by the new Servicer of any records, during licenses, hardware or software necessary or desirable to collect the continuance of its appointment hereunderReceivables and otherwise service the Affected Assets. (c) MAI acknowledges that the Purchaser, the Agent and the Secured Parties have relied on MAI’s agreement to act as Servicer shall, subject hereunder in making their decision to the terms execute and conditions of deliver this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deedother Transaction Documents to which they are a party. Accordingly, have MAI agrees that it will not voluntarily resign as Servicer. (d) MAI hereby agrees that it shall cause each of its Origination and Servicing Affiliates to cooperate and assist the full powerServicer (including any successor Servicer appointed pursuant to Section 2.1) in any manner such Servicer or the Agent reasonably determines will facilitate the performance of its duties hereunder, authority including (i) endorsing any check or other instrument representing Collections or other Affected Assets, (ii) executing any power of attorney or other similar instrument necessary or desirable in connection with the enforcement, servicing, administration and/or collection of the Receivables and right other Affected Assets, and (iii) providing access to do and upon request transferring, and otherwise permitting use by the Servicer of, any records, licenses, hardware or cause software necessary or reasonably desirable to collect the Receivables and otherwise service the Affected Assets. (e) If at any time MAI shall cease to be done the Servicer hereunder, MAI hereby irrevocably agrees to, and agrees to cause each Origination and Servicing Affiliate to, act (if the Agent or then current Servicer so requests) as the data-processing agent of such Servicer and, in such capacity, MAI and any such Origination and all things which it reasonably considers necessary, convenient or incidental to Servicing Affiliate shall conduct the data-processing functions of the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee nor Funding 1 nor their respective directors shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 Receivables and the Servicer hereby acknowledges Collections thereon in substantially the same way that all powers to determine MAI conducted such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1) are, and shall at all times remain, vested, data-processing functions while it acted as the case may be, in the Mortgages Trustee and/or Funding 1 (and their respective directors) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this provisoServicer. 2.3 The appointment pursuant to CLAUSE 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effect.

Appointment of Servicer. ‌ 2.1 Subject to CLAUSES Sections 2.3 and 4.3(D)4.5, and until termination terminated pursuant to CLAUSE 21Article 18, the Mortgages Trustee, Guarantor LP hereby confirms the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints appointment of the Servicer as its lawful agent on their respective behalfs its behalf to administer service the Loans and their Related SecuritySecurity in the Covered Bond Portfolio, to provide certain other administration and management services and to exercise their respective the rights, powers and discretionsdiscretions of the Guarantor LP, and to perform their respective dutiesthe duties of the Guarantor LP, under and in relation to the those Loans and their Related SecuritySecurity and the Bank hereby retains the Servicer to assist the Cash Manager in the preparation of Investor Reports in accordance with Section 12.4(a) prior to an Issuer Event of Default. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Security Bond Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE Section 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage ConditionsTerms, the Mortgage Sale Agreement, the Security Agreement and the Mortgages Trust DeedGuarantor LP Agreement, have the full power, authority and right to do or cause to be done any and all things things, not inconsistent with the sale, transfer and assignment of the Loans and their Related Security to the Guarantor LP, which it reasonably considers necessary, convenient or incidental to the administration servicing of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee Guarantor LP nor Funding 1 nor their respective directors its Partners shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 Guarantor LP and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1Guarantor LP) are, and shall at all times remain, vested, as the case may be, vested in the Mortgages Trustee and/or Funding 1 Guarantor LP (and their respective directorsits Partners) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 The confirmation of appointment pursuant to CLAUSE Section 2.1 is conditional upon an initial purchase of Loans and their Related Security by the issue of Guarantor LP from the First Issuer Notes Seller having taken place under the Mortgage Sale Agreement and shall take effect upon and from the Initial Closing first Purchase Date under the Mortgage Sale Agreement automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effectperson.

Appointment of Servicer. 2.1 Subject to CLAUSES 2.3 and 4.3(D), and until termination pursuant to CLAUSE 21, the Mortgages Trustee, the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints the Servicer as its lawful agent on their respective behalfs behalves to administer the Loans and their Related SecurityLoans, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed, have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee nor Funding 1 nor their respective directors shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1) are, and shall at all times remain, vested, as the case may be, in the Mortgages Trustee and/or Funding 1 (and their respective directors) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 The appointment pursuant to CLAUSE 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effect.

Appointment of Servicer. 2.1 Subject to CLAUSES Clause 2.3 and 4.3(D)Clause 4.6, and until termination pursuant to CLAUSE 21Clause 19 (Termination), the Mortgages Trustee, the Seller and Funding 1 (according to their respective estates and interests) each Issuer hereby appoints the Servicer as its lawful agent on their respective behalfs its behalf to administer service the Loans and their Related Security, to provide certain other administration ancillary services which the Issuer reasonably considers necessary, convenient or incidental to the servicing of the Loans and management services their Related Security and to exercise their respective the Issuer's rights, powers and discretions, and to perform their respective duties, discretions under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE Clause 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the relevant Mortgage Conditions, Conditions and the Mortgage Sale Agreement and the Mortgages Trust DeedAgreement, have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration servicing of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however however, that neither the Mortgages Trustee Issuer nor Funding 1 nor their respective its directors shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 Issuer, and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1Issuer) are, and shall at all times remain, vested, as the case may be, vested in the Mortgages Trustee and/or Funding 1 Issuer (and their respective its directors) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 Subject to Clause 2.5, and until termination pursuant to Clause 19 (Termination), the Servicer hereby agrees with the Issuer and the Seller that it will (in its capacity as Servicer) service the Loans and their Related Security in connection with any Further Advances, Product Switches and Underpayment Options (as applicable), including (without limitation) to accept applications from, or make offers to, relevant Borrowers for Further Advances, Product Switches and Underpayment Options and perform all associated functions and the Seller's duties in connection with any Further Advance, Product Switch or Underpayment Option. The Servicer hereby agrees that its obligations by virtue of this Clause 2.3 shall be on the terms and subject to the conditions of this Agreement and the Mortgage Sale Agreement. 2.4 The Servicer will act upon the direction of the Security Trustee upon the earlier to occur of (a) service of a Note Acceleration Notice on the Issuer and (b) enforcement or realisation of the Security. 2.5 The appointment of the Servicer pursuant to CLAUSE Clause 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, 31 December 2016 or such later date as the First Issuer Issuer, the Arranger and the Joint Lead Managers may agreeagree and notify in writing to the Servicer, this Agreement shall cease to be of further effect.

Appointment of Servicer. 2.1 Subject (a) Agent may from time to CLAUSES 2.3 time, at no cost or expenses to Borrower, enter into a servicing agreement (a “Loan Servicing Agreement”) with an Affiliate of Agent (a “Loan Servicer”) to service and 4.3(D), enforce the Loan Documents and until termination pursuant to CLAUSE 21, collect the Mortgages Trustee, the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints the Servicer as its lawful agent Obligations on their respective behalfs to administer the Loans and their Related Security, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation Agent’s behalf. Pursuant to the Loans Loan Servicing Agreement, Agent may authorize the Loan Servicer to take certain actions, perform certain duties and their Related Security. The Servicer in each case hereby accepts such appointment exercise certain powers on Agent’s behalf under the terms and subject to the conditions of this Agreement. The Security Trustee consents to the appointment provisions of the Servicer on the terms of Loan Documents and subject any other instruments and agreements referred to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, all of to which Borrowers hereby consent. (b) The Loan Servicer shall have no duties or responsibilities to Borrowers, but only to Agent and then only as expressly set forth in the Mortgage ConditionsLoan Servicing Agreement. Without limiting the generality of the foregoing, the Mortgage Sale Agreement and Loan Servicer shall have no obligation to make any loans or advances to Borrowers. Neither the Mortgages Trust DeedLoan Servicer nor any of its officers, have the full powerdirectors, authority and right to do employees or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee nor Funding 1 nor their respective directors agents shall be required liable for any action taken or obliged at omitted by them under this Agreement or in connection herewith, unless caused by its or their willful misconduct. The Loan Servicer’s duties shall be mechanical and administrative in nature; nothing in this Agreement, express or implied, is intended to or shall be so construed as to impose upon the Loan Servicer any time to enter into any transaction or to comply with any directions which the Servicer may give obligations with respect to the operating and financial policies Loan Documents except as expressly set forth herein. None of the Mortgages Trustee or Funding 1 Borrowers nor any other Person shall in any way be construed to be a third party beneficiary of any relationship between the Loan Servicer and the Agent. (c) The Loan Servicer hereby acknowledges that all powers shall be entitled to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1) arerely, and shall be fully protected in relying, upon any communication whether written or oral believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it. (d) Borrowers shall be entitled to rely upon any communication whether written or oral sent or made by the Loan Servicer for and on behalf of Agent with respect to all matters pertaining to the Loan Documents and Borrowers’ duties and obligations hereunder, unless and until Borrowers receive written notice from Agent that the Loan Servicer is no longer servicing the Loans. (e) The Loan Servicing Agreement may be terminated at all times remainany time without prior notice to or consent of Borrowers, vested, as the case may be, in the Mortgages Trustee and/or Funding 1 (and their respective directors) and none Agent will notify Borrowers within a reasonable period of time thereafter of such termination. Upon termination of the provisions of this Loan Servicing Agreement and failure to replace the Loan Servicing Agreement with a new servicing agreement, all references herein to the Loan Servicer shall be construed in a manner inconsistent with this provisothereafter mean and refer to Agent. 2.3 The appointment pursuant to CLAUSE 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effect.

Appointment of Servicer. ‌ 2.1 Subject to CLAUSES Sections 2.3 and 4.3(D)4.5, and until termination terminated pursuant to CLAUSE 21Article 17, the Mortgages Trustee, Guarantor hereby confirms the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints appointment of the Servicer as its lawful agent on their respective behalfs its behalf to administer service the Loans and their Related SecurityPortfolio Assets in the Covered Bond Portfolio, to provide certain other administration and management services and to exercise their respective the rights, powers and discretionsdiscretions of the Guarantor, and to perform their respective dutiesthe duties of the Guarantor, under and in relation to the Loans and their Related Securitythose Portfolio Assets. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Security Bond Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement.Agreement.‌ 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE Section 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage ConditionsTerms, the Mortgage Sale Agreement, the Security Agreement and the Mortgages Trust DeedGuarantor Agreement, have the full power, authority and right to do or cause to be done any and all things things, not inconsistent with the sale, transfer and assignment of the Portfolio Assets to the Guarantor, which it reasonably considers necessary, convenient or incidental to the administration servicing of the Loans and their Related Security Portfolio Assets or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee Guarantor nor Funding 1 nor their respective directors its Partners shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 Guarantor and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1Guarantor) are, and shall at all times remain, vested, as the case may be, vested in the Mortgages Trustee and/or Funding 1 Guarantor (and their respective directorsits Partners) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 The confirmation of appointment pursuant to CLAUSE Section 2.1 is conditional upon an initial purchase of Portfolio Assets by the issue of Guarantor from the First Issuer Notes Seller having taken place under the Mortgage Sale Agreement and shall take effect upon and from the Initial Closing first Purchase Date under the Mortgage Sale Agreement automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effect.person.‌

Appointment of Servicer. 2.1 Subject to CLAUSES Sections 2.3 and 4.3(D)4.5, and until termination terminated pursuant to CLAUSE 21Article 18, the Mortgages Trustee, Guarantor LP hereby confirms the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints appointment of the Servicer as its lawful agent on their respective behalfs its behalf to administer service the Loans and their Related SecuritySecurity in the Covered Bond Portfolio, to provide certain other administration and management services and to exercise their respective the rights, powers and discretionsdiscretions of the Guarantor LP, and to perform their respective dutiesthe duties of the Guarantor LP, under and in relation to the those Loans and their Related Security. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Security Bond Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE Section 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage ConditionsTerms, the Mortgage Sale Agreement, the Security Agreement and the Mortgages Trust DeedGuarantor LP Agreement, have the full power, authority and right to do or cause to be done any and all things things, not inconsistent with the sale, transfer and assignment of the Loans and their Related Security to the Guarantor LP, which it reasonably considers necessary, convenient or incidental to the administration servicing of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee Guarantor LP nor Funding 1 nor their respective directors its Partners shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 Guarantor LP and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1Guarantor LP) are, and shall at all times remain, vested, as the case may be, vested in the Mortgages Trustee and/or Funding 1 Guarantor LP (and their respective directorsits Partners) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 The confirmation of appointment pursuant to CLAUSE Section 2.1 is conditional upon an initial purchase of Loans and their Related Security by the issue of Guarantor LP from the First Issuer Notes Seller having taken place under the Mortgage Sale Agreement and shall take effect upon and from the Initial Closing first Purchase Date under the Mortgage Sale Agreement automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effectperson.

Appointment of Servicer. 2.1 Subject to CLAUSES 2.3 2.4 and 4.3(D4.3(E), and until termination pursuant to CLAUSE 21, the Mortgages Trustee, the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints the Servicer as its lawful agent on their respective behalfs behalf to administer the Loans and their Related Security, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Funding 1 Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 Subject to CLAUSE 4.3(E) and CLAUSE 2.5, and until termination pursuant to CLAUSE 21, Funding 2 (according to its estates and interests) hereby appoints the Servicer as its lawful agent on its behalf to administer the Loans and their Related Security, to provide certain other administration and management services and to exercise its rights, powers and discretions, and to perform its duties, under and in relation to the Loans and their Related Security. The Servicer hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Funding 2 Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.3 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE 2.12.1 and CLAUSE 2.2, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed, have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee Trustee, Funding 1 nor Funding 1 2 nor their respective directors shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee Trustee, Funding 1 or Funding 1 2 and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee Trustee, Funding 1 or Funding 12) are, and shall at all times remain, vested, as the case may be, in the Mortgages Trustee and/or Funding 1 and/or Funding 2 (and their respective directors) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 2.4 The appointment pursuant to CLAUSE 2.1 is conditional upon the issue of the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 14 June 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement the appointment of the Servicer as agent of Funding 1 under CLAUSE 2.1 shall cease to be of further not take effect. 2.5 The appointment pursuant to CLAUSE 2.2 is conditional upon the acquisition by Funding 2 from the Seller of a portion of the Seller's beneficial interest in the Mortgages Trust pursuant to the Seller Mortgages Trust Assignment Agreement and shall take effect upon and from the Programme Date automatically without any further action on the part of any person PROVIDED THAT if Funding 2 has not acquired from the Seller a portion of the Seller's beneficial interest in the Mortgages Trust by [*] 2006, or such later date as the Seller and Funding 2 may agree, the appointment of the Servicer as agent of Funding 2 under CLAUSE 2.2 shall not take effect.

Appointment of Servicer. 2.1 Subject to CLAUSES 2.3 and 4.3(D), With effect from the Closing Date and until termination pursuant to CLAUSE 21clause 6 (Servicer Replacement and Termination), the Mortgages Trustee, Issuer and the Seller and Funding 1 Security Trustee (according to their respective estates and interests) hereby each appoint the Servicer as its lawful agent and, in its name and on its behalf, to provide the Services and the Servicer hereby accepts such appointment in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, the Security Trustee only appoints the Servicer as its lawful agent and, in its name and on their respective behalfs to administer the Loans and their Related Securityits behalf, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on Services after the terms and subject to the conditions delivery of this Agreement. The Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreementan Enforcement Notice. 2.2 For The Servicer shall have no authority by virtue of this Agreement to act for or represent the avoidance Issuer or the Security Trustee as agent or otherwise save in respect of doubt those functions and in duties which it is authorised to perform and discharge by this Agreement and for the period during which this Agreement so authorises it to perform and discharge those functions and duties. 2.3 In connection with the rights, powers and discretions conferred under CLAUSE 2.1, during the continuance foregoing provisions of its appointment hereunderthis clause 2 (Appointment of Servicer) (but subject to any express limitations imposed by any other provisions of this Agreement or of any other Transaction Document), the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed, shall have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither discretions in relation to the Mortgages Trustee nor Funding 1 nor their respective directors performance of the relevant Services. 2.4 The Issuer (and the Issuer's directors) shall not be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 and the Servicer hereby acknowledges that all powers to determine such policies (including the determination Issuer, control of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1) arewhich is, and shall at all times remain, vested, as the case may be, vested in the Mortgages Trustee and/or Funding 1 (Issuer and their respective directors) its directors and none the Servicer agrees that it will at all times act consistently with this provision. 2.5 For the avoidance of doubt, save as expressly provided elsewhere in this Agreement or any of the provisions of this Agreement shall other Transaction Documents, nothing herein will be construed in a manner inconsistent with this proviso. 2.3 The appointment pursuant so as to CLAUSE 2.1 is conditional upon give the issue of Servicer any rights, powers or discretions to represent the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without as agent or to negotiate or enter into any further action contract or agreement on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002behalf of, or such later date as binding on, the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effectIssuer.

Appointment of Servicer. 2.1 Subject to CLAUSES 2.3 and 4.3(D), With effect from the Closing Date and until termination pursuant to CLAUSE 21clause 6, the Mortgages Trustee, Issuer and the Seller and Funding 1 Security Trustee (according to their respective estates and interests) hereby each appoint the Servicer as its lawful agent and, in its name and on its behalf, to provide the Services and the Servicer hereby accepts such appointment in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, the Security Trustee only appoints the Servicer as its lawful agent and, in its name and on their respective behalfs to administer the Loans and their Related Securityits behalf, to provide certain other administration and management services and to exercise their respective rights, powers and discretions, and to perform their respective duties, under and in relation to the Loans and their Related Security. The Servicer in each case hereby accepts such appointment on Services after the terms and subject to the conditions delivery of this Agreement. The Security Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreementan Enforcement Notice. 2.2 For The Servicer shall have no authority by virtue of this Agreement to act for or represent the avoidance Issuer or the Security Trustee as agent or otherwise save in respect of doubt those functions and in duties which it is authorised to perform and discharge by this Agreement and for the period during which this Agreement so authorises it to perform and discharge those functions and duties. 2.3 In connection with the rights, powers and discretions conferred under CLAUSE 2.1, during the continuance foregoing provisions of its appointment hereunderthis clause 2 (but subject to any express limitations imposed by any other provisions of this Agreement or of any other Transaction Document), the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed, shall have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, convenient or incidental to the administration of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither discretions in relation to the Mortgages Trustee nor Funding 1 nor their respective directors performance of the relevant Services. 2.4 The Issuer (and the Issuer's directors) shall not be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 and the Servicer hereby acknowledges that all powers to determine such policies (including the determination Issuer, control of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1) arewhich is, and shall at all times remain, vested, as the case may be, vested in the Mortgages Trustee and/or Funding 1 (Issuer and their respective directors) its directors and none the Servicer agrees that it will at all times act consistently with this provision. 2.5 For the avoidance of doubt, save as expressly provided elsewhere in this Agreement or any of the provisions of this Agreement shall other Transaction Documents, nothing herein will be construed in a manner inconsistent with this proviso. 2.3 The appointment pursuant so as to CLAUSE 2.1 is conditional upon give the issue of Servicer any rights, powers or discretions to represent the First Issuer Notes having taken place and shall take effect upon and from the Initial Closing Date automatically without as agent or to negotiate or enter into any further action contract or agreement on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002behalf of, or such later date as binding on, the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effectIssuer.

Appointment of Servicer. 2.1 Subject to CLAUSES Sections 2.3 and 4.3(D)4.5, and until termination terminated pursuant to CLAUSE 21Article 18, the Mortgages Trustee, Guarantor LP hereby confirms the Seller and Funding 1 (according to their respective estates and interests) each hereby appoints appointment of the Servicer as its lawful agent on their respective behalfs its behalf to administer service the Loans and their Related SecuritySecurity in the Covered Bond Portfolio, to provide certain other administration and management services and to exercise their respective the rights, powers and discretionsdiscretions of the Guarantor LP, and to perform their respective dutiesthe duties of the Guarantor LP, under and in relation to the those Loans and their Related SecuritySecurity and the Bank hereby retains the Servicer to assist the Cash Manager in the preparation of Investor Reports in accordance with Section 12.4(a) prior to an Issuer Event of Default. The Servicer in each case hereby accepts such appointment on the terms and subject to the conditions of this Agreement. The Security Bond Trustee consents to the appointment of the Servicer on the terms of and subject to the conditions of this Agreement. 2.2 For the avoidance of doubt and in connection with the rights, powers and discretions conferred under CLAUSE Section 2.1, during the continuance of its appointment hereunder, the Servicer shall, subject to the terms and conditions of this Agreement, the Mortgage ConditionsTerms, the Mortgage Sale Agreement, the Security Agreement and the Mortgages Trust DeedGuarantor LP Agreement, have the full power, authority and right to do or cause to be done any and all things things, not inconsistent with the sale, transfer and assignment of the Loans and their Related Security to the Guarantor LP, which it reasonably considers necessary, convenient or incidental to the administration servicing of the Loans and their Related Security or the exercise of such rights, powers and discretions, provided however that neither the Mortgages Trustee Guarantor LP nor Funding 1 nor their respective directors its Partners shall be required or obliged at any time to enter into any transaction or to comply with any directions which the Servicer may give with respect to the operating and financial policies of the Mortgages Trustee or Funding 1 Guarantor LP and the Servicer hereby acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Mortgages Trustee or Funding 1Guarantor LP) are, and shall at all times remain, vested, as the case may be, vested in the Mortgages Trustee and/or Funding 1 Guarantor LP (and their respective directorsits Partners) and none of the provisions of this Agreement shall be construed in a manner inconsistent with this proviso. 2.3 The confirmation of appointment pursuant to CLAUSE Section 2.1 is conditional upon an initial purchase of Loans and their Related Security by the issue of Guarantor LP from the First Issuer Notes Seller having taken place under the Mortgage Sale Agreement and shall take effect upon and from the Initial Closing first Purchase Date under the Mortgage Sale Agreement automatically without any further action on the part of any person PROVIDED THAT if the issue of the First Issuer Notes has not occurred by the 14th June, 2002, or such later date as the First Issuer and the Joint Lead Managers may agree, this Agreement shall cease to be of further effectperson.