Common use of ISSUER STANDARD VARIABLE RATES Clause in Contracts

ISSUER STANDARD VARIABLE RATES. 4.1 Subject to Clause 4.6 the Issuer, in each case hereby grants the Servicer full right, liberty and authority from time to time, in accordance with the relevant Mortgage Conditions, to determine and set in relation to the Loans sold by the Seller to the Issuer, the Issuer Standard Variable Rates and any other Discretionary Rates or margins applicable in relation to the Loans. The Servicer will not at any time prior to the transfer of legal title to the Portfolio (or any part thereof) in accordance with Clause 7 (Perfection of the Sale) of the Mortgage Sale Agreement, without the prior consent of the Issuer, set or maintain: (a) the Issuer Standard Variable Rate applicable to any Loans with a Standard Variable Rate in the Portfolio at rates which are higher than (although they may be equal to) the then prevailing relevant seller standard variable rate which applies to Loans beneficially owned by the Seller outside the Portfolio (the Seller Standard Variable Rate and together with the Issuer Standard Variable Rates, the Standard Variable Rates); or (b) any other discretionary rate or margin (together with the Standard Variable Rates, the Discretionary Rates) in respect of any other Loan in the Portfolio which is higher than (although it may be equal to) the interest rate or margin of the Seller, which applies to that type of Loan beneficially owned by the Seller outside the Portfolio, unless the Servicer is required to do so pursuant to Clause 4.3, and, subject to that requirement, it shall not change the relevant Issuer Standard Variable Rate nor any other Discretionary Rate or margin or otherwise introduce a new additional Issuer Standard Variable Rate in relation to any Loans in the Portfolio save for the same reasons as the Seller was entitled, under the Mortgage Conditions, to change the relevant Seller Standard Variable Rate or any other discretionary rate or margin or otherwise introduce a new additional Seller Standard Variable Rate prior to the sale to the Issuer of the Loans comprised in the Portfolio. The Issuer shall be bound by the Issuer Standard Variable Rates and any other discretionary rate or margin in relation to any Loan set in accordance with this Agreement. 4.2 The Servicer shall take the steps rendered necessary by the relevant Mortgage Conditions and applicable law (including, without limitation, any relevant regulatory guidance) to bring each change in such rate or rates of interest to the attention of the relevant Borrowers, whether due to a change in the relevant Issuer Standard Variable Rate or any other discretionary rate or margin in relation to a Loan, the introduction of any new Issuer Standard Variable Rate or as a consequence of any provisions of the Mortgage Conditions. Any change in the Issuer Standard Variable Rates or any other discretionary rate or margin or the introduction of any new Issuer Standard Variable Rate in relation to a Loan shall be notified by the Servicer in writing to the Issuer as soon as reasonably practicable and the Servicer shall, upon receipt of a request from the Issuer and as soon as reasonably practicable thereafter, notify the relevant Borrower of any changes in the Monthly Payments in relation to the relevant Loans in accordance with the Mortgage Conditions. The Servicer shall bear all costs arising in relation to such a notification of a change in such rate or rates of interest or in such margin in relation to the relevant Loans. 4.3 On each Calculation Date immediately preceding each Interest Payment Date, the Servicer shall determine, having regard to the aggregate of: (a) the revenue which the Issuer would expect to receive during the next succeeding Collection Period; (b) the Discretionary Rates or margins applicable in respect of the Loans which the Servicer proposes to set under this Clause 4; and (c) the other resources available to the Issuer including the Interest Rate Swap Agreement, the General Reserve Fund and the Liquidity Reserve Fund (if established), whether the Issuer would receive an amount of revenue during the relevant Interest Period which, when aggregated with the funds otherwise available to it, is less than the amount which is the aggregate of the amount of interest which would be payable in respect of the Notes on the Interest Payment Date falling at the end of such Interest Period and amounts which rank in priority thereto under the relevant Priority of Payments (the amount by which it is less being the Shortfall). 4.4 If the Servicer determines that there will be a Shortfall it will give written notice to the Issuer, within three (3) Business Days of such determination of the amount of the Shortfall and the Discretionary Rates which would (taking into account applicable Mortgage Conditions), in the Servicer's reasonable opinion, need to be set in order for no Shortfall to arise, having regard to the date(s) on which the change to the Discretionary Rates or margins would take effect and at all times acting in accordance with the standards of a Reasonable, Prudent Mortgage Lender as regards the competing interests of Borrowers with Discretionary Rate Loans and Borrowers with other Loans. For the avoidance of doubt, any action taken by the Servicer to set the relevant Discretionary Rates and/or any other applicable discretionary rates or margins which are lower than that of the competitors of the Seller will be deemed to be in accordance with the standards of a Reasonable, Prudent Mortgage Lender. 4.5 If, following a notification pursuant to Clause 4.4, the Issuer notifies the Servicer that, having regard to the obligations of the Issuer, the Discretionary Rates should be increased, then the Servicer will take all steps which are necessary to increase the Discretionary Rates including publishing any notice which is required in accordance with the Mortgage Conditions to effect such change in the relevant Discretionary Rates on the date(s) specified in the notice referred to in Clause 4.4. 4.6 As soon as reasonably practicable following a Perfection Event, the Servicer shall take all steps which are necessary to set the Issuer Standard Variable Rate (including publishing any notice which is required in accordance with the Mortgage Conditions to effect such change in the Issuer Standard Variable Rate) to a rate not less than Three-Month Sterling LIBOR at the most recent Interest Determination Date plus 2 per cent. and thereafter the Servicer shall set the Issuer Standard Variable Rate on a quarterly basis at a rate not less than Three-Month Sterling LIBOR at the most recent Interest Determination Date plus 2 per cent and for these purposes if Three-Month Sterling LIBOR is less than zero, Three-Month Sterling LIBOR shall be deemed to be zero. 4.7 The Issuer (prior to the delivery of a Note Acceleration Notice) (with the prior written consent of the Security Trustee) and, (following the delivery of a Note Acceleration Notice) the Security Trustee, may terminate the authority of the Servicer under Clause 4.1 and Clause 4.3 to determine and set the Discretionary Rates on or after the occurrence of a Servicer Termination Event (provided that neither the Issuer nor the Security Trustee will be entitled to terminate such authority if the Servicer has been appointed as substitute servicer under any master servicer agreement), in which case the Issuer shall set the Discretionary Rates itself in accordance with this Clause 4.

ISSUER STANDARD VARIABLE RATES. 4.1 Subject to Clause 4.6 the Issuer, in each case hereby grants the Servicer full right, liberty and authority from time to time, in accordance with the relevant Mortgage Conditions, to determine and set in relation to the Loans sold by the Seller to the Issuer, the Issuer Standard Variable Rates and any other Discretionary Rates or margins applicable in relation to the Loans. The Servicer will not at any time prior to the transfer of legal title to the Portfolio (or any part thereof) in accordance with Clause 7 6 (Perfection of the Sale) of the Mortgage Sale Agreement, without the prior consent of the Issuer, set or maintain: (a) the Issuer Standard Variable Rate applicable to any Loans with a Standard Variable Rate in the Portfolio at rates which are higher than (although they may be equal to) the then prevailing relevant seller standard variable rate which applies to Loans beneficially owned by the Seller outside the Portfolio (the Seller Standard Variable Rate and together with the Issuer Standard Variable Rates, the Standard Variable Rates); or (b) any other discretionary rate or margin (together with the Standard Variable Rates, the Discretionary Rates) in respect of any other Loan in the Portfolio which is higher than (although it may be equal to) the interest rate or margin of the Seller, which applies to that type of Loan beneficially owned by the Seller outside the Portfolio, unless the Servicer is required to do so pursuant to Clause 4.3, and, subject to that requirement, it shall not change the relevant Issuer Standard Variable Rate nor any other Discretionary Rate or margin or otherwise introduce a new additional Issuer Standard Variable Rate in relation to any Loans in the Portfolio save for the same reasons as the Seller was entitled, under the Mortgage Conditions, to change the relevant Seller Standard Variable Rate or any other discretionary rate or margin or otherwise introduce a new additional Seller Standard Variable Rate prior to the sale to the Issuer of the Loans comprised in the Portfolio. The Issuer shall be bound by the Issuer Standard Variable Rates and any other discretionary rate or margin in relation to any Loan set in accordance with this Agreement. 4.2 The Servicer shall take the steps rendered necessary by the relevant Mortgage Conditions and applicable law (including, without limitation, any relevant regulatory guidance) to bring each change in such rate or rates of interest to the attention of the relevant Borrowers, whether due to a change in the relevant Issuer Standard Variable Rate or any other discretionary rate or margin in relation to a Loan, the introduction of any new Issuer Standard Variable Rate or as a consequence of any provisions of the Mortgage Conditions. Any change in the Issuer Standard Variable Rates or any other discretionary rate or margin or the introduction of any new Issuer Standard Variable Rate in relation to a Loan shall be notified by the Servicer in writing to the Issuer as soon as reasonably practicable and the Servicer shall, upon receipt of a request from the Issuer and as soon as reasonably practicable thereafter, notify the relevant Borrower of any changes in the Monthly Payments in relation to the relevant Loans in accordance with the Mortgage Conditions. The Servicer shall bear all costs arising in relation to such a notification of a change in such rate or rates of interest or in such margin in relation to the relevant Loans. 4.3 On each Calculation Date immediately preceding each Interest Payment Date, the Servicer shall determine, having regard to the aggregate of: (a) the revenue which the Issuer would expect to receive during the next succeeding Collection Period; (b) the Discretionary Rates or margins applicable in respect of the Loans which the Servicer proposes to set under this Clause 4; and (c) the other resources available to the Issuer including the Interest Rate Swap Agreement, the General Reserve Fund and the Liquidity Reserve Fund (if established), whether the Issuer would receive an amount of revenue during the relevant Interest Period which, when aggregated with the funds otherwise available to it, is less than the amount which is the aggregate of the amount of interest which would be payable in respect of the Notes on the Interest Payment Date falling at the end of such Interest Period and amounts which rank in priority thereto under the relevant Priority of Payments (the amount by which it is less being the Shortfall). 4.4 If the Servicer determines that there will be a Shortfall it will give written notice to the Issuer, within three (3) Business Days of such determination of the amount of the Shortfall and the Discretionary Rates which would (taking into account applicable Mortgage Conditions), in the Servicer's reasonable opinion, need to be set in order for no Shortfall to arise, having regard to the date(s) on which the change to the Discretionary Rates or margins would take effect and at all times acting in accordance with the standards of a Reasonable, Prudent Mortgage Lender as regards the competing interests of Borrowers with Discretionary Rate Loans and Borrowers with other Loans. For the avoidance of doubt, any action taken by the Servicer to set the relevant Discretionary Rates and/or any other applicable discretionary rates or margins which are lower than that of the competitors of the Seller will be deemed to be in accordance with the standards of a Reasonable, Prudent Mortgage Lender. 4.5 If, following a notification pursuant to Clause 4.4, the Issuer notifies the Servicer that, having regard to the obligations of the Issuer, the Discretionary Rates should be increased, then the Servicer will take all steps which are necessary to increase the Discretionary Rates including publishing any notice which is required in accordance with the Mortgage Conditions to effect such change in the relevant Discretionary Rates on the date(s) specified in the notice referred to in Clause 4.4. 4.6 As soon as reasonably practicable following a Perfection Event, the Servicer shall take all steps which are necessary to set the Issuer Standard Variable Rate (including publishing any notice which is required in accordance with the Mortgage Conditions to effect such change in the Issuer Standard Variable Rate) to a rate not less than Three-Month Sterling LIBOR at the most recent Interest Determination Date plus 2 per cent. and thereafter the Servicer shall set the Issuer Standard Variable Rate on a quarterly basis at a rate not less than Three-Month Sterling LIBOR at the most recent Interest Determination Date plus 2 per cent and for these purposes if Three-Month Sterling LIBOR is less than zero, Three-Month Sterling LIBOR shall be deemed to be zero. 4.7 The Issuer (prior to the delivery of a Note Acceleration Notice) (with the prior written consent of the Security Trustee) and, (following the delivery of a Note Acceleration Notice) the Security Trustee, may terminate the authority of the Servicer under Clause 4.1 and Clause 4.3 to determine and set the Discretionary Rates on or after the occurrence of a Servicer Termination Event (provided that neither the Issuer nor the Security Trustee will be entitled to terminate such authority if the Servicer has been appointed as substitute servicer under any master servicer agreement), in which case the Issuer shall set the Discretionary Rates itself in accordance with this Clause 4.

ISSUER STANDARD VARIABLE RATES. 4.1 Subject to Clause 4.6 the Issuer, in each case hereby grants the Servicer full right, liberty and authority from time to time, in accordance with the relevant Mortgage Conditions, to determine and set in relation to the Loans sold by the Seller to the Issuer, the Issuer Standard Variable Rates and any other Discretionary Rates or margins applicable in relation to the Loans. The Servicer will not at any time prior to the transfer of legal title to the Portfolio (or any part thereof) in accordance with Clause 7 (Perfection of the Sale) of the Mortgage Sale Agreement, without the prior consent of the Issuer, set or maintain: (a) the Issuer Standard Variable Rate applicable to any Loans with a Standard Variable Rate in the Portfolio at rates which are higher than (although they may be equal to) the then prevailing relevant seller standard variable rate which applies to Loans beneficially owned by the Seller outside the Portfolio (the Seller Standard Variable Rate and together with the Issuer Standard Variable Rates, the Standard Variable Rates); or (b) any other discretionary rate or margin (together with the Standard Variable Rates, the Discretionary Rates) in respect of any other Loan in the Portfolio which is higher than (although it may be equal to) the interest rate or margin of the Seller, which applies to that type of Loan beneficially owned by the Seller outside the Portfolio, unless the Servicer is required to do so pursuant to Clause 4.3, and, subject to that requirement, it shall not change the relevant Issuer Standard Variable Rate nor any other Discretionary Rate or margin or otherwise introduce a new additional Issuer Standard Variable Rate in relation to any Loans in the Portfolio save for the same reasons as the Seller was entitled, under the Mortgage Conditions, to change the relevant Seller Standard Variable Rate or any other discretionary rate or margin or otherwise introduce a new additional Seller Standard Variable Rate prior to the sale to the Issuer of the Loans comprised in the Portfolio. The Issuer shall be bound by the Issuer Standard Variable Rates and any other discretionary rate or margin in relation to any Loan set in accordance with this Agreement. 4.2 The Servicer shall take the steps rendered necessary by the relevant Mortgage Conditions and applicable law (including, without limitation, any relevant regulatory guidance) to bring each change in such rate or rates of interest to the attention of the relevant Borrowers, whether due to a change in the relevant Issuer Standard Variable Rate or any other discretionary rate or margin in relation to a Loan, the introduction of any new Issuer Standard Variable Rate or as a consequence of any provisions of the Mortgage Conditions. Any change in the Issuer Standard Variable Rates or any other discretionary rate or margin or the introduction of any new Issuer Standard Variable Rate in relation to a Loan shall be notified by the Servicer in writing to the Issuer as soon as reasonably practicable and the Servicer shall, upon receipt of a request from the Issuer and as soon as reasonably practicable thereafter, notify the relevant Borrower of any changes in the Monthly Payments in relation to the relevant Loans in accordance with the Mortgage Conditions. The Servicer shall bear all costs arising in relation to such a notification of a change in such rate or rates of interest or in such margin in relation to the relevant Loans. 4.3 On each Calculation Date immediately preceding each Interest Payment Date, the Servicer shall determine, having regard to the aggregate of: (a) the revenue which the Issuer would expect to receive during the next succeeding Collection Period; (b) the Discretionary Rates or margins applicable in respect of the Loans which the Servicer proposes to set under this Clause 4; and (c) the other resources available to the Issuer including the Interest Rate Swap Agreement, the General Reserve Fund and the Liquidity Reserve Fund (if established), whether the Issuer would receive an amount of revenue during the relevant Interest Period which, when aggregated with the funds otherwise available to it, is less than the amount which is the aggregate of the amount of interest which would be payable in respect of the Notes on the Interest Payment Date falling at the end of such Interest Period and amounts which rank in priority thereto under the relevant Priority of Payments (the amount by which it is less being the Shortfall). 4.4 If the Servicer determines that there will be a Shortfall it will give written notice to the Issuer, within three (3) Business Days of such determination of the amount of the Shortfall and the Discretionary Rates which would (taking into account applicable Mortgage Conditions), in the Servicer's reasonable opinion, need to be set in order for no Shortfall to arise, having regard to the date(s) on which the change to the Discretionary Rates or margins would take effect and at all times acting in accordance with the standards of a Reasonable, Prudent Mortgage Lender as regards the competing interests of Borrowers with Discretionary Rate Loans and Borrowers with other Loans. For the avoidance of doubt, any action taken by the Servicer to set the relevant Discretionary Rates and/or any other applicable discretionary rates or margins which are lower than that of the competitors of the Seller will be deemed to be in accordance with the standards of a Reasonable, Prudent Mortgage Lender. 4.5 If, following a notification pursuant to Clause 4.4, the Issuer notifies the Servicer that, having regard to the obligations of the Issuer, the Discretionary Rates should be increased, then the Servicer will take all steps which are necessary to increase the Discretionary Rates including publishing any notice which is required in accordance with the Mortgage Conditions to effect such change in the relevant Discretionary Rates on the date(s) specified in the notice referred to in Clause 4.4. 4.6 As soon as reasonably practicable following a Perfection Event, the Servicer shall take all steps which are necessary to set the Issuer Standard Variable Rate (including publishing any notice which is required in accordance with the Mortgage Conditions to effect such change in the Issuer Standard Variable Rate) to a rate equivalent to a rate not less than Three-Month Sterling LIBOR Compounded Daily XXXXX at the most recent Interest Determination Date plus 2 per cent. and thereafter the Servicer shall set the Issuer Standard Variable Rate on a quarterly basis at a rate not less than Three-Month Sterling LIBOR at the most recent Interest Determination Date plus 2 per cent and for these purposes if Three-Month Sterling LIBOR is less than zero, Three-Month Sterling LIBOR shall be deemed to be zero.Issuer 4.7 The Issuer (prior to the delivery of a Note Acceleration Notice) (with the prior written consent of the Security Trustee) and, (following the delivery of a Note Acceleration Notice) the Security Trustee, may terminate the authority of the Servicer under Clause 4.1 and Clause 4.3 to determine and set the Discretionary Rates on or after the occurrence of a Servicer Termination Event (provided that neither the Issuer nor the Security Trustee will be entitled to terminate such authority if the Servicer has been appointed as substitute servicer under any master servicer agreement), in which case the Issuer shall set the Discretionary Rates itself in accordance with this Clause 4.

ISSUER STANDARD VARIABLE RATES. 4.1 Subject to Clause 4.6 (i) the Seller in its capacity as trustee under a Scottish Trust for the benefit of the Issuer as beneficiary thereunder, and (ii) on or after the date hereof or following c ompletion by the Issuer of its title to the Scottish Trust Property subject to a Scottish Trust, the Issuer, in each case hereby grants the Servicer full right, liberty and authority from time to time, in accordance with the relevant Mortgage Conditions, to determine and set in relation to the Loans sold by the Seller to the IssuerIssuer or, in respect of the Scottish Loans, held in trust under a Scottish Trust, the Issuer Standard Variable Rates and any other Discretionary Rates or margins applicable in relation to the Loans. The Servicer will not at any time prior to the transfer of legal title to the Portfolio (or any part thereof) in accordance with Clause 7 (Perfection of the Sale) of the Mortgage Sale Agreement, without the prior consent of the Issuer, set or maintain: (a) the Issuer Standard Variable Rate applicable to any SVR Loans with a Standard Variable or Capped Rate Loans in the Portfolio at rates which are higher than (although they may be equal to) the then prevailing relevant seller standard variable rate which applies to Loans beneficially owned by the Seller outside the Portfolio (the Seller Standard Variable Rate and together with the Issuer Standard Variable Rates, the Standard Variable Rates); or (b) any other discretionary rate or margin (together with the Standard Variable Rates, the Discretionary Rates) in respect of any other Loan in the Portfolio which is higher than (although it may be equal to) the interest rate or margin of the Seller, which applies to that type of Loan beneficially owned by the Seller outside the Portfolio, unless the Servicer is required to do so pursuant to Clause 4.3, and, subject to that requirement, it shall not change the relevant Issuer Standard Variable Rate nor any other Discretionary Rate or margin or otherwise introduce a new additional Issuer Standard Variable Rate in relation to any Loans in the Portfolio save for the same reasons as the Seller was entitled, under the Mortgage Conditions, to change the relevant Seller Standard Variable Rate or any other discretionary rate or margin or otherwise introduce a new additional Seller Standard Variable Rate prior to the sale to the Issuer of the Loans comprised in the Portfolio. The Issuer shall be bound by the Issuer Standard Variable Rates and any other discretionary rate or margin in relation to any Loan set in accordance with this Agreement. 4.2 The Servicer shall take the steps rendered necessary by the relevant Mortgage Conditions and applicable law (including, without limitation, any relevant regulatory guidance) to bring each change in such rate or rates of interest to the attention of the relevant Borrowers, whether due to a change in the relevant Issuer Standard Variable Rate or any other discretionary rate or margin in relation to a Loan, the introduction of any new Issuer Standard Variable Rate or as a consequence of any provisions of the Mortgage Conditions. Any change in the Issuer Standard Variable Rates or any other discretionary rate or margin or the introduction of any new Issuer Standard Variable Rate in relation to a Loan shall be notified by the Servicer in writing to the Issuer as soon as reasonably practicable and the Servicer shall, upon receipt of a request from the Issuer and as soon as reasonably practicable thereafter, notify the relevant Borrower of any changes in the Monthly Payments in relation to the relevant Loans in accordance with the Mortgage Conditions. The Servicer shall bear all costs arising in relation to such a notification of a change in such rate or rates of interest or in such margin in relation to the relevant Loans. 4.3 On each Calculation Date immediately preceding each Interest Payment Date, the Servicer shall determine, having regard to the aggregate of: (a) the revenue which the Issuer would expect to receive during the next succeeding Collection Collec tion Period; (b) the Discretionary Rates or margins applicable in respect of the Loans which the Servicer proposes to set under this Clause 4; and (c) the other resources available to the Issuer including the Interest Rate Swap Agreement, Hedge Agreement the General Reserve Fund and the Liquidity Reserve Fund (if established), whether the Issuer would receive an amount of revenue during the relevant Interest Period which, when aggregated with the funds otherwise available to it, is less than the amount which is the aggregate of the amount of interest which would be payable in respect of the Notes on the Interest Payment Date falling at the end of such Interest Period and amounts which rank in priority thereto under the relevant Priority of Payments (the amount by which it is less being the Shortfall). 4.4 If the Servicer determines that there will be a Shortfall it will give written notice to the Issuer, within three (3) Business Days of such determination of the amount of the Shortfall and the Discretionary Disc retionary Rates which would (taking into account applicable Mortgage Conditions), in the Servicer's reasonable opinion, need to be set in order for no Shortfall to arise, having regard to the date(s) on which the change to the Discretionary Rates or margins would take effect and at all times acting ac ting in accordance with the standards of a Reasonable, Prudent Mortgage Lender as regards the competing c ompeting interests of Borrowers with Discretionary Rate Loans and Borrowers with other Loans. For the avoidance of doubt, any action taken by the Servicer to set the relevant Discretionary Rates and/or any other applicable discretionary rates or margins which are lower than that of the competitors c ompetitors of the Seller will be deemed to be in accordance with the standards of a Reasonable, Prudent Mortgage Lender. 4.5 If, following a notification pursuant to Clause 4.4, the Issuer notifies the Servicer that, having regard to the obligations of the Issuer, the Discretionary Rates should be increased, then the Servicer will take all steps which are necessary to increase the Discretionary Rates including publishing any notice which is required in accordance with the Mortgage Conditions to effect such change in the relevant Discretionary Rates on the date(s) specified in the notice referred to in Clause 4.4. 4.6 As soon as reasonably practicable following a Perfection Event, the Servicer shall take all steps which are necessary to set the Issuer Standard Variable Rate (including publishing any notice which w hic h is required in accordance with the Mortgage Conditions to effect such change in the Issuer Standard Variable Rate) to a rate equivalent to a rate not less than Three-Month Sterling LIBOR Compounded Daily XXXXX at the most recent Interest Determination Date plus 2 per cent. and thereafter the Servicer shall set the Issuer Standard Variable Rate on a quarterly monthly basis at a rate not less than Three-Month Sterling LIBOR Compounded Daily XXXXX at the most recent Interest Determination Date plus 2 per cent cent., and for these purposes if Three-Month Sterling LIBOR Compounded Daily XXXXX is less than zero, Three-Month Sterling LIBOR Compounded Daily XXXXX shall be deemed to be zero. 4.7 The Issuer (prior to the delivery of a Note Acceleration Notice) (with the prior written consent of the Security Trustee) and, (following the delivery of a Note Acceleration Notice) the Security Trustee, may terminate the authority of the Servicer under Clause 4.1 and Clause 4.3 to determine and set the Discretionary Rates on or after the occurrence of a Servicer Termination Event (provided that neither the Issuer nor the Security Trustee will be entitled to terminate such authority if the Servicer has been appointed as substitute servicer under any master servicer agreement), in which case the Issuer shall set the Discretionary Rates itself in accordance with this Clause 4.

ISSUER STANDARD VARIABLE RATES. 4.1 Subject to Clause 4.6 (i) the Seller in its capacity as trustee under a Scottish Trust for the benefit of the Issuer as beneficiary thereunder, and (ii) on or after the date hereof or following completion by the Issuer of its title to the Scottish Trust Property subject to a Scottish Trust, the Issuer, in each case hereby grants the Servicer full right, liberty and authority from time to time, in accordance with the relevant Mortgage Conditions, to determine and set in relation to the Loans sold by the Seller to the IssuerIssuer or, in respect of the Scottish Loans, held in trust under a Scottish Trust, the Issuer Standard Variable Rates and any other Discretionary Rates or margins applicable in relation to the Loans. The Servicer will not at any time prior to the transfer of legal title to the Portfolio (or any part thereof) in accordance with Clause 7 (Perfection of the Sale) of the Mortgage Sale Agreement, without the prior consent of the Issuer, set or maintain: (a) the Issuer Standard Variable Rate applicable to any SVR Loans with a Standard Variable or Capped Rate Loans in the Portfolio at rates which are higher than (although they may be equal to) the then prevailing relevant seller standard variable rate which applies to Loans beneficially owned by the Seller outside the Portfolio (the Seller Standard Variable Rate and together with the Issuer Standard Variable Rates, the Standard Variable Rates); or (b) any other discretionary rate or margin (together with the Standard Variable Rates, the Discretionary Rates) in respect of any other Loan in the Portfolio which is higher than (although it may be equal to) the interest rate or margin of the Seller, which applies to that type of Loan beneficially owned by the Seller outside the Portfolio, unless the Servicer is required to do so pursuant to Clause 4.3, and, subject to that requirement, it shall not change the relevant Issuer Standard Variable Rate nor any other Discretionary Rate or margin or otherwise introduce a new additional Issuer Standard Variable Rate in relation to any Loans in the Portfolio save for the same reasons as the Seller was entitled, under the Mortgage Conditions, to change the relevant Seller Standard Variable Rate or any other discretionary rate or margin or otherwise introduce a new additional Seller Standard Variable Rate prior to the sale to the Issuer of the Loans comprised in the Portfolio. The Issuer shall be bound by the Issuer Standard Variable Rates and any other discretionary rate or margin in relation to any Loan set in accordance with this Agreement. 4.2 The Servicer shall take the steps rendered necessary by the relevant Mortgage Conditions and applicable law (including, without limitation, any relevant regulatory guidance) to bring each change in such rate or rates of interest to the attention of the relevant Borrowers, whether due to a change in the relevant Issuer Standard Variable Rate or any other discretionary rate or margin in relation to a Loan, the introduction of any new Issuer Standard Variable Rate or as a consequence of any provisions of the Mortgage Conditions. Any change in the Issuer Standard Variable Rates or any other discretionary rate or margin or the introduction of any new Issuer Standard Variable Rate in relation to a Loan shall be notified by the Servicer in writing to the Issuer as soon as reasonably practicable and the Servicer shall, upon receipt of a request from the Issuer and as soon as reasonably practicable thereafter, notify the relevant Borrower of any changes in the Monthly Payments in relation to the relevant Loans in accordance with the Mortgage Conditions. The Servicer shall bear all costs arising in relation to such a notification of a change in such rate or rates of interest or in such margin in relation to the relevant Loans. 4.3 On each Calculation Date immediately preceding each Interest Payment Date, the Servicer shall determine, having regard to the aggregate of: (a) the revenue which the Issuer would expect to receive during the next succeeding Collection Period; (b) the Discretionary Rates or margins applicable in respect of the Loans which the Servicer proposes to set under this Clause 4; and (c) the other resources available to the Issuer including the Interest Rate Hedge Agreement, the Currency Swap AgreementTransaction, the General Reserve Fund and the Liquidity Reserve Fund (if established), whether the Issuer would receive an amount of revenue during the relevant Interest Period which, when aggregated with the funds otherwise available to it, is less than the amount which is the aggregate of the amount of interest which would be payable in respect of the Notes on the Interest Payment Date falling at the end of such Interest Period and amounts which rank in priority thereto under the relevant Priority of Payments (the amount by which it is less being the Shortfall). 4.4 If the Servicer determines that there will be a Shortfall it will give written notice to the Issuer, within three (3) Business Days of such determination of the amount of the Shortfall and the Discretionary Rates which would (taking into account applicable Mortgage Conditions), in the Servicer's reasonable opinion, need to be set in order for no Shortfall to arise, having regard to the date(s) on which the change to the Discretionary Rates or margins would take effect and at all times acting in accordance with the standards of a Reasonable, Prudent Mortgage Lender as regards the competing interests of Borrowers with Discretionary Rate Loans and Borrowers with other Loans. For the avoidance of doubt, any action taken by the Servicer to set the relevant Discretionary Rates and/or any other applicable discretionary rates or margins which are lower than that of the competitors of the Seller will be deemed to be in accordance with the standards of a Reasonable, Prudent Mortgage Lender. 4.5 If, following a notification pursuant to Clause 4.4, the Issuer notifies the Servicer that, having regard to the obligations of the Issuer, the Discretionary Rates should be increased, then the Servicer will take all steps which are necessary to increase the Discretionary Rates including publishing any notice which is required in accordance with the Mortgage Conditions to effect such change in the relevant Discretionary Rates on the date(s) specified in the notice referred to in Clause 4.4. 4.6 As soon as reasonably practicable following a Perfection Event, the Servicer shall take all steps which are necessary to set the Issuer Standard Variable Rate (including publishing any notice which is required in accordance with the Mortgage Conditions to effect such change in the Issuer Standard Variable Rate) to a rate equivalent to a rate not less than Three-Month Sterling LIBOR Compounded Daily XXXXX at the most recent Interest Determination Date plus 2 per cent. and thereafter the Servicer shall set the Issuer Standard Variable Rate on a quarterly monthly basis at a rate not less than Three-Month Sterling LIBOR Compounded Daily XXXXX at the most recent Interest Determination Date plus 2 per cent cent., and for these purposes if Three-Month Sterling LIBOR Compounded Daily XXXXX is less than zero, Three-Month Sterling LIBOR Compounded Daily XXXXX shall be deemed to be zero. 4.7 The Issuer (prior to the delivery of a Note Acceleration Notice) (with the prior written consent of the Security Trustee) and, (following the delivery of a Note Acceleration Notice) the Security Trustee, may terminate the authority of the Servicer under Clause 4.1 and Clause 4.3 to determine and set the Discretionary Rates on or after the occurrence of a Servicer Termination Event (provided that neither the Issuer nor the Security Trustee will be entitled to terminate such authority if the Servicer has been appointed as substitute servicer under any master servicer agreement), in which case the Issuer shall set the Discretionary Rates itself in accordance with this Clause 4.

ISSUER STANDARD VARIABLE RATES. 4.1 Subject to Clause 4.6 (i) the Seller in its capacity as trustee under a Scottish Trust for the benefit of the Issuer as beneficiary thereunder, and (ii) on or after the date hereof or following completion by the Issuer of its title to the Scottish Trust Property subject to a Scottish Trust, the Issuer, in each case hereby grants the Servicer full right, liberty and authority from time to time, in accordance with the relevant Mortgage Conditions, to determine and set in relation to the Loans sold by the Seller to the IssuerIssuer or, in respect of the Scottish Loans, held in trust under a Scottish Trust, the Issuer Standard Variable Rates and any other Discretionary Rates or margins applicable in relation to the Loans. The Servicer will not at any time prior to the transfer of legal title to the Portfolio (or any part thereof) in accordance with Clause 7 (Perfection of the Sale) of the Mortgage Sale Agreement, without the prior consent of the Issuer, set or maintain: (a) the Issuer Standard Variable Rate applicable to any SVR Loans with a Standard Variable or Capped Rate Loans in the Portfolio at rates which are higher than (although they may be equal to) the then prevailing relevant seller standard variable rate which applies to Loans beneficially owned by the Seller outside the Portfolio (the Seller Standard Variable Rate and together with the Issuer Standard Variable Rates, the Standard Variable Rates); or (b) any other discretionary rate or margin (together with the Standard Variable Rates, the Discretionary Rates) in respect of any other Loan in the Portfolio which is higher than (although it may be equal to) the interest rate or margin of the Seller, which applies to that type of Loan beneficially owned by the Seller outside the Portfolio, unless the Servicer is required to do so pursuant to Clause 4.3, and, subject to that requirement, it shall not change the relevant Issuer Standard Variable Rate nor any other Discretionary Rate or margin or otherwise introduce a new additional Issuer Standard Variable Rate in relation to any Loans in the Portfolio save for the same reasons as the Seller was entitled, under the Mortgage Conditions, to change the relevant Seller Standard Variable Rate or any other discretionary rate or margin or otherwise introduce a new additional Seller Standard Variable Rate prior to the sale to the Issuer of the Loans comprised in the Portfolio. The Issuer shall be bound by the Issuer Standard Variable Rates and any other discretionary rate or margin in relation to any Loan set in accordance with this Agreement. 4.2 The Servicer shall take the steps rendered necessary by the relevant Mortgage Conditions and applicable law (including, without limitation, any relevant regulatory guidance) to bring each change in such rate or rates of interest to the attention of the relevant Borrowers, whether due to a change in the relevant Issuer Standard Variable Rate or any other discretionary rate or margin in relation to a Loan, the introduction of any new Issuer Standard Variable Rate or as a consequence of any provisions of the Mortgage Conditions. Any change in the Issuer Standard Variable Rates or any other discretionary rate or margin or the introduction of any new Issuer Standard Variable Rate in relation to a Loan shall be notified by the Servicer in writing to the Issuer as soon as reasonably practicable and the Servicer shall, upon receipt of a request from the Issuer and as soon as reasonably practicable thereafter, notify the relevant Borrower of any changes in the Monthly Payments in relation to the relevant Loans in accordance with the Mortgage Conditions. The Servicer shall bear all costs arising in relation to such a notification of a change in such rate or rates of interest or in such margin in relation to the relevant Loans. 4.3 On each Calculation Date immediately preceding each Interest Payment Date, the Servicer shall determine, having regard to the aggregate of: (a) the revenue which the Issuer would expect to receive during the next succeeding Collection Period; (b) the Discretionary Rates or margins applicable in respect of the Loans which the Servicer proposes to set under this Clause 4; and (c) the other resources available to the Issuer including the Interest Rate Swap Hedge Agreement, the General Reserve Fund and the Liquidity Reserve Fund (if established), whether the Issuer would receive an amount of revenue during the relevant Interest Period which, when aggregated with the funds otherwise available to it, is less than the amount which is the aggregate of the amount of interest which would be payable in respect of the Notes on the Interest Payment Date falling at the end of such Interest Period and amounts which rank in priority thereto under the relevant Priority of Payments (the amount by which it is less being the Shortfall). 4.4 If the Servicer determines that there will be a Shortfall it will give written notice to the Issuer, within three (3) Business Days of such determination of the amount of the Shortfall and the Discretionary Rates which would (taking into account applicable Mortgage Conditions), in the Servicer's reasonable opinion, need to be set in order for no Shortfall to arise, having regard to the date(s) on which the change to the Discretionary Rates or margins would take effect and at all times acting in accordance with the standards of a Reasonable, Prudent Mortgage Lender as regards the competing interests of Borrowers with Discretionary Rate Loans and Borrowers with other Loans. For the avoidance of doubt, any action taken by the Servicer to set the relevant Discretionary Rates and/or any other applicable discretionary rates or margins which are lower than that of the competitors of the Seller will be deemed to be in accordance with the standards of a Reasonable, Prudent Mortgage Lender. 4.5 If, following a notification pursuant to Clause 4.4, the Issuer notifies the Servicer that, having regard to the obligations of the Issuer, the Discretionary Rates should be increased, then the Servicer will take all steps which are necessary to increase the Discretionary Rates including publishing any notice which is required in accordance with the Mortgage Conditions to effect such change in the relevant Discretionary Rates on the date(s) specified in the notice referred to in Clause 4.4. 4.6 As soon as reasonably practicable following a Perfection Event, the Servicer shall take all steps which are necessary to set the Issuer Standard Variable Rate (including publishing any notice which is required in accordance with the Mortgage Conditions to effect such change in the Issuer Standard Variable Rate) to a rate not less than Three-Month Sterling LIBOR at the most recent Interest Determination Date plus 2 per cent. and thereafter the Servicer shall set the Issuer Standard Variable Rate on a quarterly basis at a rate not less than Three-Month Sterling LIBOR at the most recent Interest Determination Date plus 2 per cent and for these purposes if Three-Month Sterling LIBOR is less than zero, Three-Month Sterling LIBOR shall be deemed to be zero. 4.7 The Issuer (prior to the delivery of a Note Acceleration Notice) (with the prior written consent of the Security Trustee) and, (following the delivery of a Note Acceleration Notice) the Security Trustee, may terminate the authority of the Servicer under Clause 4.1 and Clause 4.3 to determine and set the Discretionary Rates on or after the occurrence of a Servicer Termination Event (provided that neither the Issuer nor the Security Trustee will be entitled to terminate such authority if the Servicer has been appointed as substitute servicer under any master servicer agreement), in which case the Issuer shall set the Discretionary Rates itself in accordance with this Clause 4.

ISSUER STANDARD VARIABLE RATES. ‌ 4.1 Subject to Clause 4.6 (i) the Seller in its capacity as trustee under a Scottish Trust for the benefit of the Issuer as beneficiary thereunder, and (ii) on or after the date hereof or following completion by the Issuer of its title to the Scottish Trust Property subject to a Scottish Trust, the Issuer, in each case hereby grants the Servicer full right, liberty and authority from time to time, in accordance with the relevant Mortgage Conditions, to determine and set in relation to the Loans sold by the Seller to the IssuerIssuer or, in respect of the Scottish Loans, held in trust under a Scottish Trust, the Issuer Standard Variable Rates and any other Discretionary Rates or margins applicable in relation to the Loans. The Servicer will not at any time prior to the transfer of legal title to the Portfolio (or any part thereof) in accordance with Clause 7 6 (Perfection of the Sale) of the Mortgage Sale Agreement, without the prior consent of the Issuer, set or maintain: (a) the Issuer Standard Variable Rate applicable to any SVR Loans with a Standard Variable Rate in the Portfolio at rates which are higher than (although they may be equal to) the then prevailing relevant seller standard variable rate which applies to Loans beneficially owned by the Seller outside the Portfolio (the Seller Standard Variable Rate and together with the Issuer Standard Variable Rates, the Standard Variable Rates); or (b) any other discretionary rate or margin (together with the Standard Variable Rates, the Discretionary Rates) in respect of any other Loan in the Portfolio which is higher than (although it may be equal to) the interest rate or margin of the Seller, which applies to that type of Loan beneficially owned by the Seller outside the Portfolio, unless the Servicer is required to do so pursuant to Clause 4.3, and, subject to that requirement, it shall not change the relevant Issuer Standard Variable Rate nor any other Discretionary Rate or margin or otherwise introduce a new additional Issuer Standard Variable Rate in relation to any Loans in the Portfolio save for the same reasons as the Seller was entitled, under the Mortgage Conditions, to change the relevant Seller Standard Variable Rate or any other discretionary rate or margin or otherwise introduce a new additional Seller Standard Variable Rate prior to the sale to the Issuer of the Loans comprised in the Portfolio. The Issuer shall be bound by the Issuer Standard Variable Rates and any other discretionary rate or margin in relation to any Loan set in accordance with this Agreement. 4.2 The Servicer shall take the steps rendered necessary by the relevant Mortgage Conditions and applicable law (including, without limitation, any relevant regulatory guidance) to bring each change in such rate or rates of interest to the attention of the relevant Borrowers, whether due to a change in the relevant Issuer Standard Variable Rate or any other discretionary rate or margin in relation to a Loan, the introduction of any new Issuer Standard Variable Rate or as a consequence of any provisions of the Mortgage Conditions. Any change in the Issuer Standard Variable Rates or any other discretionary rate or margin or the introduction of any new Issuer Standard Variable Rate in relation to a Loan shall be notified by the Servicer in writing to the Issuer as soon as reasonably practicable and the Servicer shall, upon receipt of a request from the Issuer and as soon as reasonably practicable thereafter, notify the relevant Borrower of any changes in the Monthly Payments in relation to the relevant Loans in accordance with the Mortgage Conditions. The Servicer shall bear all costs arising in relation to such a notification of a change in such rate or rates of interest or in such margin in relation to the relevant Loans.Loans.‌ 4.3 On each Calculation Date immediately preceding each Interest Payment Date, the Servicer shall determine, having regard to the aggregate of: (a) the revenue which the Issuer would expect to receive during the next succeeding Collection Period; (b) the Discretionary Rates or margins applicable in respect of the Loans which the Servicer proposes to set under this Clause 4; and (c) the other resources available to the Issuer including the Interest Rate Swap Agreement, the General Reserve Fund and the Liquidity Reserve Fund (if established), whether the Issuer would receive an amount of revenue during the relevant Interest Period which, when aggregated with the funds otherwise available to it, is less than the amount which is the aggregate of the amount of interest which would be payable in respect of the Notes on the Interest Payment Date falling at the end of such Interest Period and amounts which rank in priority thereto under the relevant Priority of Payments (the amount by which it is less being the Shortfall).Shortfall).‌ 4.4 If the Servicer determines that there will be a Shortfall it will give written notice to the Issuer, within three (3) Business Days of such determination of the amount of the Shortfall and the Discretionary Rates which would (taking into account applicable Mortgage Conditions), in the Servicer's reasonable opinion, need to be set in order for no Shortfall to arise, having regard to the date(s) on which the change to the Discretionary Rates or margins would take effect and at all times acting in accordance with the standards of a Reasonable, Prudent Mortgage Lender as regards the competing interests of Borrowers with Discretionary Rate Loans and Borrowers with other Loans. For the avoidance of doubt, any action taken by the Servicer to set the relevant Discretionary Rates and/or any other applicable discretionary rates or margins which are lower than that of the competitors of the Seller will be deemed to be in accordance with the standards of a Reasonable, Prudent Mortgage Lender. 4.5 If, following a notification pursuant to Clause 4.4, the Issuer notifies the Servicer that, having regard to the obligations of the Issuer, the Discretionary Rates should be increased, then the Servicer will take all steps which are necessary to increase the Discretionary Rates including publishing any notice which is required in accordance with the Mortgage Conditions to effect such change in the relevant Discretionary Rates on the date(s) specified in the notice referred to in Clause 4.4.4.4.‌ 4.6 As soon as reasonably practicable following a Perfection Event, the Servicer shall take all steps which are necessary to set the Issuer Standard Variable Rate (including publishing any notice which is required in accordance with the Mortgage Conditions to effect such change in the Issuer Standard Variable Rate) to a rate equivalent to a rate not less than Three-Month Sterling LIBOR Compounded Daily XXXXX at the most recent Interest Determination Date plus 2 per cent. and thereafter the Servicer shall set the Issuer Standard Variable Rate on a quarterly monthly basis at a rate not less than Three-Month Sterling LIBOR Compounded Daily XXXXX at the most recent Interest Determination Date plus 2 per cent cent., and for these purposes if Three-Month Sterling LIBOR Compounded Daily XXXXX is less than zero, Three-Month Sterling LIBOR Compounded Daily XXXXX shall be deemed to be zero. 4.7 The Issuer (prior to the delivery of a Note Acceleration Notice) (with the prior written consent of the Security Trustee) and, (following the delivery of a Note Acceleration Notice) the Security Trustee, may terminate the authority of the Servicer under Clause 4.1 and Clause 4.3 to determine and set the Discretionary Rates on or after the occurrence of a Servicer Termination Event (provided that neither the Issuer nor the Security Trustee will be entitled to terminate such authority if the Servicer has been appointed as substitute servicer under any master servicer agreement), in which case the Issuer shall set the Discretionary Rates itself in accordance with this Clause 4.