Common use of COMPLETION OF THE ASSIGNMENTS Clause in Contracts

COMPLETION OF THE ASSIGNMENTS. 4.1 The assignments, assignations or transfers of Loans and their Related Security and all right, title, interest and benefit of the Seller in the Portfolio (or, where specified below, the Selected Loans and their Related Security) contemplated by this Agreement shall be completed on or before the twentieth London Business Day after the earliest to occur of: (a) service of a Notice to Pay (unless the Seller has notified the LLP that it will accept the offer set out in the Selected Loan Offer Notice within the prescribed time) or an LLP Acceleration Notice; (b) in respect of Selected Loans only, at the request of the LLP following the acceptance of any offer to sell Selected Loans and their Related Security to any person who is not the Seller; (c) the Seller and/or the LLP being required, by an order of a court of competent jurisdiction, or by a regulatory authority to which the Seller is subject or any organisation whose members comprise, but are not necessarily limited to, mortgage lenders with whose instructions it is customary for the Seller to comply, to perfect legal title to the Loans and their Related Security; (d) it being rendered necessary by law to take such actions; (e) the Security under the Deed of Charge or any material part of that Security being in jeopardy and the Security Trustee certifying that, in its reasonable opinion, such action is necessary in order to materially reduce such jeopardy; (f) unless otherwise agreed in writing by the Security Trustee (with the Rating Agencies having confirmed it would not adversely affect the then current ratings of the Covered Bonds), the termination of the Seller's role as Servicer under the Servicing Agreement unless the substitute servicer, if any, is a member of the Enlarged Abbey Group; (g) the Seller calling for legal assignment or assignation (as appropriate) by giving notice in writing to the LLP and the Security Trustee; (h) the date on which the Seller ceases to be assigned a long-term, unsecured, unsubordinated and unguaranteed debt obligation credit rating by S&P of at least BBB- or by Xxxxx'x of at least Baa3 or by Fitch of at least BBB-; or (i) the occurrence of an Insolvency Event in relation to the Seller. 4.2 Completion of the transfer of: (a) English Mortgages in the Portfolio over Registered Land shall be effected by means of a transfer in the form of Registered Transfer indicated in Schedule 2, Part 1; (b) English Mortgages in the Portfolio over Unregistered Land shall be effected by a transfer substantially in the form of Unregistered Transfer set out in Schedule 3, Part 1; (c) Scottish Mortgages in the Portfolio over land registered or required to be registered in the Land Register of Scotland shall be effected by an assignation substantially in the form of Scottish Transfer set out in Schedule 15, Part 1; (d) Scottish Mortgages in the Portfolio over land recorded or required to be recorded in the General Register of Sasines shall be effected by an assignation substantially in the form of Scottish Transfer set out in Schedule 15, Part 2; (e) Northern Irish Mortgages in the Portfolio over Registered Land shall be effected by a transfer substantially in the form of Northern Irish Transfer set out in Schedule 17, Part 1; (f) Northern Irish Mortgages in the Portfolio over Unregistered Land shall be effected by a transfer substantially in the form of Northern Irish Transfer set out in Schedule 17, Part 2; (g) any other matter comprised in the Portfolio shall be in such form as the Security Trustee may reasonably require. 4.3 For the avoidance of doubt, prior to the completion of the assignment, assignation or transfer (as appropriate) of any Loan and its Related Security to the LLP pursuant to Clause 4.1 with effect from the relevant Assignment Date relating to that Loan and its Related Security: (a) legal title to each English Loan and its Related Security in the Portfolio shall be vested in the Seller and, subject to Clause 3.2, sole beneficial title shall be vested in the LLP; (b) legal title to each Northern Irish Loan and its Related Security in the Portfolio shall be vested in the Seller and, subject to Clause 3.2, sole beneficial title shall be vested in the LLP; and (c) title to each Scottish Loan and its Related Security in the Portfolio shall be vested in the Seller, with, subject to Clause 3.2, the LLP having the beneficial interest in such Scottish Loans and their Related Security pursuant to the relevant Scottish Declaration of Trust. 4.4 Prior to completion pursuant to Clause 4.1 (but subject to Clause 5.5) neither the LLP nor the Security Trustee will: (a) submit or require the submission of any notice, form, request or application to or pay any fee for the registration or recording of, or the noting of any interest at the Land Charges Department of the Land Registry or at the Land Registry or the Registers of Scotland or at the Land Registry of Northern Ireland or Registry of Deeds in relation to, the Security Trustee's and/or the LLP's interests in the Portfolio; (b) give or require the giving of any notice to any Borrower of the assignment or assignation of that Borrower's Loan and its Related Security to the LLP pursuant to this Agreement or the charge by the LLP of the LLP's interest in that Borrower's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge; or (c) send or require to be sent to any solicitor, licensed or qualified conveyancer or other person who has acted on behalf of the Seller in respect of any Mortgage with respect to which the Seller has not received a complete set of the Title Deeds (if applicable) a letter or other communication requiring such solicitor, licensed or qualified conveyancer or other person to hold such documents (if any) to the order of the Security Trustee or the LLP. 4.5 Within 25 London Business Days following completion pursuant to Clause 4.1, the Seller will do such of the acts or things referred to in Clause 4.4 as the Security Trustee or the LLP requires the Seller to do. 4.6 The Seller shall indemnify each of the LLP and the Security Trustee from and against any and all costs, fees and expenses which may be incurred by the LLP and/or the Security Trustee by reason of the doing of any act, matter or thing referred to in this Clause 4 and Clause 5.4.

COMPLETION OF THE ASSIGNMENTS. 4.1 The assignments, assignations or transfers of Loans and their Related Security and all right, title, interest and benefit of the Seller in the Portfolio (or, where specified below, the Selected Loans and their Related Security) contemplated by this Agreement shall be completed on or before the twentieth London Business Day after the earliest to occur of: (a) service of a Notice to Pay (unless the Seller has notified the LLP that it will accept the offer set out in the Selected Loan Offer Notice within the prescribed time) or an LLP Acceleration Notice; (b) in respect of Selected Loans only, at the request of the LLP following the acceptance of any offer to sell Selected Loans and their Related Security to any person who is not the Seller; (c) the Seller and/or the LLP being required, by an order of a court of competent jurisdiction, or by a regulatory authority to which the Seller is subject or any organisation whose members comprise, but are not necessarily limited to, mortgage lenders with whose instructions it is customary for the Seller to comply, to perfect legal title to the Loans and their Related Security; (d) it being rendered necessary by law to take such actions; (e) the Security under the Deed of Charge or any material part of that Security being in jeopardy and the Security Trustee certifying that, in its reasonable opinion, such action is necessary in order to materially reduce such jeopardy; (f) unless otherwise agreed in writing by the Security Trustee (with the Rating Agencies having confirmed it would not adversely affect the then current ratings of the Covered Bonds), the termination of the Seller's role as Servicer under the Servicing Agreement unless the substitute servicer, if any, is a member of the Enlarged Abbey Group; (g) the Seller calling for legal assignment or assignation (as appropriate) by giving notice in writing to the LLP and the Security Trustee; (h) the date on which the Seller ceases to be assigned a long-term, unsecured, unsubordinated and unguaranteed debt obligation credit rating by S&P of at least BBB- or by Xxxxx'x Moody's of at least Baa3 or by Fitch of at least BBB-; or (i) the occurrence of an Insolvency Event in relation to the Seller. 4.2 Completion of the transfer of: (a) English Mortgages in the Portfolio over Registered Land shall be effected by means of a transfer in the form of Registered Transfer indicated in Schedule 2, Part 1; (b) English Mortgages in the Portfolio over Unregistered Land shall be effected by a transfer substantially in the form of Unregistered Transfer set out in Schedule 3, Part 1; (c) Scottish Mortgages in the Portfolio over land registered or required to be registered in the Land Register of Scotland shall be effected by an assignation substantially in the form of Scottish Transfer set out in Schedule 15, Part 1; (d) Scottish Mortgages in the Portfolio over land recorded or required to be recorded in the General Register of Sasines shall be effected by an assignation substantially in the form of Scottish Transfer set out in Schedule 15, Part 2; (e) Northern Irish Mortgages in the Portfolio over Registered Land shall be effected by a transfer substantially in the form of Northern Irish Transfer set out in Schedule 17, Part 1; (f) Northern Irish Mortgages in the Portfolio over Unregistered Land shall be effected by a transfer substantially in the form of Northern Irish Transfer set out in Schedule 17, Part 2; (g) any other matter comprised in the Portfolio shall be in such form as the Security Trustee may reasonably require. 4.3 For the avoidance of doubt, prior to the completion of the assignment, assignation or transfer (as appropriate) of any Loan and its Related Security to the LLP pursuant to Clause 4.1 with effect from the relevant Assignment Date relating to that Loan and its Related Security: (a) legal title to each English Loan and its Related Security in the Portfolio shall be vested in the Seller and, subject to Clause 3.2, sole beneficial title shall be vested in the LLP; (b) legal title to each Northern Irish Loan and its Related Security in the Portfolio shall be vested in the Seller and, subject to Clause 3.2, sole beneficial title shall be vested in the LLP; and (c) title to each Scottish Loan and its Related Security in the Portfolio shall be vested in the Seller, with, subject to Clause 3.2, the LLP having the beneficial interest in such Scottish Loans and their Related Security pursuant to the relevant Scottish Declaration of Trust. 4.4 Prior to completion pursuant to Clause 4.1 (but subject to Clause 5.5) neither the LLP nor the Security Trustee will: (a) submit or require the submission of any notice, form, request or application to or pay any fee for the registration or recording of, or the noting of any interest at the Land Charges Department of the Land Registry or at the Land Registry or the Registers of Scotland or at the Land Registry of Northern Ireland or Registry of Deeds in relation to, the Security Trustee's and/or the LLP's interests in the Portfolio; (b) give or require the giving of any notice to any Borrower of the assignment or assignation of that BorrowerXxxxxxxx's Loan and its Related Security to the LLP pursuant to this Agreement or the charge by the LLP of the LLP's interest in that BorrowerXxxxxxxx's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge; or (c) send or require to be sent to any solicitor, licensed or qualified conveyancer or other person who has acted on behalf of the Seller in respect of any Mortgage with respect to which the Seller has not received a complete set of the Title Deeds (if applicable) a letter or other communication requiring such solicitor, licensed or qualified conveyancer or other person to hold such documents (if any) to the order of the Security Trustee or the LLP. 4.5 Within 25 London Business Days following completion pursuant to Clause 4.1, the Seller will do such of the acts or things referred to in Clause 4.4 as the Security Trustee or the LLP requires the Seller to do. 4.6 The Seller shall indemnify each of the LLP and the Security Trustee from and against any and all costs, fees and expenses which may be incurred by the LLP and/or the Security Trustee by reason of the doing of any act, matter or thing referred to in this Clause 4 and Clause 5.4.

COMPLETION OF THE ASSIGNMENTS. ‌ 4.1 The assignments, assignations or transfers of Loans and their Related Security and all right, title, interest and benefit of the Seller in the Portfolio (or, where specified below, the Selected Loans and their Related Security) contemplated by this Agreement shall be completed on or before the twentieth London Business Day after the earliest to occur of:of:‌ (a) service of a Notice to Pay (unless the Seller has notified the LLP that it will accept the offer set out in the Selected Loan Offer Notice within the prescribed time) or an LLP Acceleration Notice; (b) in respect of Selected Loans only, at the request of the LLP following the acceptance of any offer to sell Selected Loans and their Related Security to any person who is not the Seller; (c) the Seller and/or the LLP being required, by an order of a court of competent jurisdiction, or by a regulatory authority to which the Seller is subject or any organisation whose members comprise, but are not necessarily limited to, mortgage lenders with whose instructions it is customary for the Seller to comply, to perfect legal title to the Loans and their Related Security; (d) it being rendered necessary by law to take such actions; (e) the Security under the Deed of Charge or any material part of that Security being in jeopardy and the Security Trustee certifying that, in its reasonable opinion, such action is necessary in order to materially reduce such jeopardy; (f) unless otherwise agreed in writing by the Security Trustee (with the Rating Agencies having confirmed it would not adversely affect the then current ratings of the Covered Bonds), the termination of the Seller's role as Servicer under the Servicing Agreement unless the substitute servicer, if any, is a member of the Enlarged Abbey Group; (g) the Seller calling for legal assignment or assignation (as appropriate) by giving notice in writing to the LLP and the Security Trustee; (h) the date on which the Seller ceases to be assigned a long-term, unsecured, unsubordinated and unguaranteed debt obligation credit rating by S&P of at least BBB- or by Xxxxx'x of at least Baa3 or by Fitch of at least BBB-; or (i) the occurrence of an Insolvency Event in relation to the Seller. 4.2 Completion of the transfer of: (a) English Mortgages in the Portfolio over Registered Land shall be effected by means of a transfer in the form of Registered Transfer indicated in Schedule 2, Part 1; (b) English Mortgages in the Portfolio over Unregistered Land shall be effected by a transfer substantially in the form of Unregistered Transfer set out in Schedule 3, Part 1; (c) Scottish Mortgages in the Portfolio over land registered or required to be registered in the Land Register of Scotland shall be effected by an assignation substantially in the form of Scottish Transfer set out in Schedule 15, Part 1; (d) Scottish Mortgages in the Portfolio over land recorded or required to be recorded in the General Register of Sasines shall be effected by an assignation substantially in the form of Scottish Transfer set out in Schedule 15, Part 2; (e) Northern Irish Mortgages in the Portfolio over Registered Land shall be effected by a transfer substantially in the form of Northern Irish Transfer set out in Schedule 17, Part 1; (f) Northern Irish Mortgages in the Portfolio over Unregistered Land shall be effected by a transfer substantially in the form of Northern Irish Transfer set out in Schedule 17, Part 2; (g) any other matter comprised in the Portfolio shall be in such form as the Security Trustee may reasonably require. 4.3 For the avoidance of doubt, prior to the completion of the assignment, assignation or transfer (as appropriate) of any Loan and its Related Security to the LLP pursuant to Clause 4.1 with effect from the relevant Assignment Date relating to that Loan and its Related Security:Security:‌ (a) legal title to each English Loan and its Related Security in the Portfolio shall be vested in the Seller and, subject to Clause 3.2, sole beneficial title shall be vested in the LLP; (b) legal title to each Northern Irish Loan and its Related Security in the Portfolio shall be vested in the Seller and, subject to Clause 3.2, sole beneficial title shall be vested in the LLP; and (c) title to each Scottish Loan and its Related Security in the Portfolio shall be vested in the Seller, with, subject to Clause 3.2, the LLP having the beneficial interest in such Scottish Loans and their Related Security pursuant to the relevant Scottish Declaration of Trust. 4.4 Prior to completion pursuant to Clause 4.1 (but subject to Clause 5.5) neither the LLP nor the Security Trustee will:will:‌ (a) submit or require the submission of any notice, form, request or application to or pay any fee for the registration or recording of, or the noting of any interest at the Land Charges Department of the Land Registry or at the Land Registry or the Registers of Scotland or at the Land Registry of Northern Ireland or Registry of Deeds in relation to, the Security Trustee's and/or the LLP's interests in the Portfolio; (b) give or require the giving of any notice to any Borrower of the assignment or assignation of that BorrowerXxxxxxxx's Loan and its Related Security to the LLP pursuant to this Agreement or the charge by the LLP of the LLP's interest in that BorrowerXxxxxxxx's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge; or (c) send or require to be sent to any solicitor, licensed or qualified conveyancer or other person who has acted on behalf of the Seller in respect of any Mortgage with respect to which the Seller has not received a complete set of the Title Deeds (if applicable) a letter or other communication requiring such solicitor, licensed or qualified conveyancer or other person to hold such documents (if any) to the order of the Security Trustee or the LLP. 4.5 Within 25 London Business Days following completion pursuant to Clause 4.1, the Seller will do such of the acts or things referred to in Clause 4.4 as the Security Trustee or the LLP requires the Seller to do. 4.6 The Seller shall indemnify each of the LLP and the Security Trustee from and against any and all costs, fees and expenses which may be incurred by the LLP and/or the Security Trustee by reason of the doing of any act, matter or thing referred to in this Clause 4 and Clause 5.4.5.4.‌