Common use of JURISDICTION Submission to Jurisdiction Clause in Contracts

JURISDICTION Submission to Jurisdiction. 32.1 Each party agrees that the English courts (except if otherwise set out in this Agreement) shall have exclusive jurisdiction in relation to all disputes arising out of or in connection with this Agreement (including claims for set-off and counterclaims), including, without limitation, disputes arising out of or in connection with: (a) the creation, validity, effect, interpretation, performance or non-performance of, or the legal relationships established by, this Agreement; and (b) any non-contractual obligation arising out of or in connection with this Agreement. For such purposes each party irrevocably submits to the jurisdiction of the English courts and waives any objection to the exercise of such jurisdiction. 32.2 Each party: (a) waives any objection to the choice of or submission to the English courts on the grounds of inconvenient forum or otherwise as regards proceedings in connection with this Agreement or any non-contractual obligation arising out of or in connection with this Agreement; and (b) agrees that a judgment, declaration or order (whether interim or final) of an English court in connection with this Agreement or any non-contractual obligation arising out of or in connection with this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction. Resolution of the Board of Directors of Gosforth Mortgages Trustee 2018-1 Limited (the Company or the Mortgages Trustee) At a meeting of the Board of Directors of the Company held at Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX on 12 September 2018: 1. The VM Mortgages Trustee Account, direct sort code , WSS Reference in the name of the Mortgages Trustee held with Virgin Money Plc (the Bank) (the VM Mortgages Trustee Account) will be used as an account for the benefit of the Company, in its capacity as Mortgages Trustee. 2. The mandate given to the Bank by virtue of this document (the Mandate) is given on the basis that the Bank complies with the procedure set out in, and the terms of, this document. 3. In relation to the VM Mortgages Trustee Account, the Bank is hereby authorised to honour and comply with all cheques, drafts, bills, payments by way of the Clearing House Automated Payment System, promissory notes, acceptances, negotiable instruments and orders expressed to be drawn, accepted, made or given and all directions or instructions given in writing or by way of agreed electronic payment systems by the Company or Virgin Money (the Trust Property Cash Manager) in respect of the VM Mortgages Trustee Account to the extent that compliance with the same should not result in a debit balance; (and subject to paragraph 5) provided that (i) any such cheques, drafts, bills, promissory notes, acceptances, negotiable instruments, directions, orders or instructions, and/or endorsements are signed by any two people whose names and/or signatures are set out in Schedule 1 to this Mandate, as required by that Schedule; and (ii) any such electronic payment systems comply with the procedures of the relevant banking system. The Bank is hereby authorised to act on any information given by two Directors or by one Director and the Secretary of the Mortgages Trustee regarding any changes to Schedule 1 (Form of VM Mortgages Trustee Account Bank Mandate). 4. The mandate given to the Bank by virtue of these resolutions shall remain in force, unless and until the Bank has received a notice of amendment from the Mortgages Trustee. 5. These resolutions shall be communicated to the Bank and remain in force until an amendment resolution shall be passed by the Board of Directors and a copy thereof and of such consent, certified by any two of the Directors and/or the Secretary, shall be received by the Bank. 6. The Mortgages Trustee authorises the Trust Property Cash Manager under the Trust Property Cash Management Agreement to instruct the Bank in relation to the VM Mortgages Trustee Account and authorises the Bank to act on instructions reasonably purported to be given by the Trust Property Cash Manager in the manner set forth in the VM Mortgages Trustee Account Bank Agreement. Capitalised terms in this document shall except where the context otherwise requires and save as otherwise defined herein bear the meanings ascribed to them in the Master Definitions and Construction Schedule signed by Xxxxxxxx Chance LLP and Freshfields Bruckhaus Xxxxxxxx LLP for the purposes of identification on or about the date of this document. ………………………………….. Authorised Signatory The following sets out the signatories for the VM Mortgages Trustee Account, in accordance with paragraph 3 of the VM Mortgages Trustee Account Bank Mandate.

JURISDICTION Submission to Jurisdiction. 32.1 Each party agrees that the English courts (except if otherwise set out in this Agreement) shall have exclusive jurisdiction in relation to all disputes arising out of or in connection with this Agreement (including claims for set-off and counterclaims), including, without limitation, disputes arising out of or in connection with: (a) the creation, validity, effect, interpretation, performance or non-performance of, or the legal relationships established by, this Agreement; and (b) any non-contractual obligation arising out of or in connection with this Agreement. For such purposes each party irrevocably submits to the jurisdiction of the English courts and waives any objection to the exercise of such jurisdiction. 32.2 Each party: (a) waives any objection to the choice of or submission to the English courts on the grounds of inconvenient forum or otherwise as regards proceedings in connection with this Agreement or any non-contractual obligation arising out of or in connection with this Agreement; and (b) agrees that a judgment, declaration or order (whether interim or final) of an English court in connection with this Agreement or any non-contractual obligation arising out of or in connection with this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction. Resolution of the Board of Directors of Gosforth Mortgages Trustee 20182017-1 Limited (the Company or the Mortgages Trustee) At a meeting of the Board of Directors of the Company held at Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX on 12 15 September 20182017: IT WAS RESOLVED THAT: 1. The VM Mortgages Trustee AccountAccount number , direct sort code , WSS Reference 2017091950015 in the name of the Mortgages Trustee held with Virgin Money Plc (the Bank) (the VM Mortgages Trustee Account) will be used as an account for the benefit of the Company, in its capacity as Mortgages Trustee. 2. The mandate given to the Bank by virtue of this document (the Mandate) is given on the basis that the Bank complies with the procedure set out in, and the terms of, this document. 3. In relation to the VM Mortgages Trustee Account, the Bank is hereby authorised to honour and comply with all cheques, drafts, bills, payments by way of the Clearing House Automated Payment System, promissory notes, acceptances, negotiable instruments and orders expressed to be drawn, accepted, made or given and all directions or instructions given in writing or by way of agreed electronic payment systems by the Company or Virgin Money (the Trust Property Cash Manager) in respect of the VM Mortgages Trustee Account to the extent that compliance with the same should not result in a debit balance; (and subject to paragraph 5) provided that (i) any such cheques, drafts, bills, promissory notes, acceptances, negotiable instruments, directions, orders or instructions, and/or endorsements are signed by any two people whose names and/or signatures are set out in Schedule 1 to this Mandate, as required by that Schedule; and (ii) any such electronic payment systems comply with the procedures of the relevant banking system. The Bank is hereby authorised to act on any information given by two Directors or by one Director and the Secretary of the Mortgages Trustee regarding any changes to Schedule 1 (Form of VM Mortgages Trustee Account Bank Mandate). 4. The mandate given to the Bank by virtue of these resolutions shall remain in force, unless and until the Bank has received a notice of amendment from the Mortgages Trustee. 5. These resolutions shall be communicated to the Bank and remain in force until an amendment resolution shall be passed by the Board of Directors and a copy thereof and of such consent, certified by any two of the Directors and/or the Secretary, shall be received by the Bank. 6. The Mortgages Trustee authorises the Trust Property Cash Manager under the Trust Property Cash Management Agreement to instruct the Bank in relation to the VM Mortgages Trustee Account and authorises the Bank to act on instructions reasonably purported to be given by the Trust Property Cash Manager in the manner set forth in the VM Mortgages Trustee Account Bank Agreement. Capitalised terms in this document shall except where the context otherwise requires and save as otherwise defined herein bear the meanings ascribed to them in the Master Definitions and Construction Schedule signed by Xxxxxxxx Chance LLP and Freshfields Bruckhaus Xxxxxxxx LLP for the purposes of identification on or about the date of this document. ………………………………….. Authorised Signatory The following sets out the signatories for the VM Mortgages Trustee Account, in accordance with paragraph 3 of the VM Mortgages Trustee Account Bank Mandate.

JURISDICTION Submission to Jurisdiction. 32.1 34.1 Each party agrees that the English courts (except if otherwise set out in this Agreement) shall have exclusive jurisdiction in relation to all disputes arising out of or in connection with this Agreement (including claims for set-off and counterclaims), including, without limitation, disputes arising out of or in connection with: (a) the creation, validity, effect, interpretation, performance or non-performance of, or the legal relationships established by, this Agreement; and (b) any non-contractual obligation arising out of or in connection with this Agreement. For such purposes each party irrevocably submits to the jurisdiction of the English courts and waives any objection to the exercise of such jurisdiction. 32.2 34.2 Each party: (a) waives any objection to the choice of or submission to the English courts on the grounds of inconvenient forum or otherwise as regards proceedings in connection with this Agreement or any non-contractual obligation arising out of or in connection with this Agreement; and (b) agrees that a judgment, declaration or order (whether interim or final) of an English court in connection with this Agreement or any non-non- contractual obligation arising out of or in connection with this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction. Resolution of the Board board of directors of Gosforth Funding 2018-1 plc (the Company). At a meeting of the board of directors of the Company held at Fifth Floor, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX on or about 12 September 2018: 1. The First Issuer Transaction Account number [•], sort code in the name of the Company held with Citibank, N.A., London Branch, with its registered office at Citigroup Centre, Canada Square, Canary Wharf, London, E14 5LB (the Bank) (the First Issuer Transaction Account) will be used as an account for the benefit of the Company. 2. The mandate given to the Bank by virtue of this document (the Mandate) is given on the basis that the Bank complies with the procedure set out in, and the terms of, this document. 3. Prior to receipt of a notice in writing from Citicorp Trustee Company Limited acting through its registered office at Citigroup Centre, 00 Xxxxxx Xxxxxx, Xxxxxx Xxxxx Xxxxxx X00 0XX (the Security Trustee) to the contrary, in relation to the First Issuer Transaction Account, the Bank is hereby authorised to honour and comply with all payment instructions and all directions given in writing or by way of agreed electronic payment systems including SWIFT received from BIC code XXXXXX0X by the Company or Virgin Money (the Issuer Cash Manager) in respect of the Issuer Transaction Account to the extent that compliance with the same should not result in a debit balance; (and subject to paragraph 7) provided that, (i) any payment instructions other than via SWIFT are signed by two people whose names and/or signatures are set out in Schedule 1, as required by that Schedule; and (ii) any such electronic payment systems comply with the procedures of the relevant banking system. The Bank is hereby authorised to act on any information given by two Directors or by one Director and the Secretary of the Company regarding any changes to Schedule 1. 4. This Mandate is given on the basis that the Bank: (a) acknowledges that, pursuant to a deed of charge to be entered into between, inter alios, the Company and the Security Trustee on or about the date of this Mandate (the Deed of Charge), the Company has assigned its interest in the First Issuer Transaction Account to the Security Trustee by way of security; (b) prior to the service of an Enforcement Notice, agrees to comply with the directions of the Company (or, pursuant to paragraph 8, of Issuer Cash Manager as its agent) in respect of the operation of the First Issuer Transaction Account and the Bank shall be entitled to rely on any such instructions reasonably purporting to have been given by or on behalf of the Company (or the Issuer Cash Manager) without enquiry; and (c) following service of an Enforcement Notice: (i) agrees to comply with the directions of the Security Trustee expressed to be given by the Security Trustee pursuant to the Deed of Charge in respect of the operation of the First Issuer Transaction Account and the Bank shall be entitled to rely on any such written direction reasonably purporting to have been given on behalf of the Security Trustee without enquiry; and (ii) agrees that all rights, authority and power of the Company in respect of the operation of the Issuer Transaction Account shall be deemed terminated and of no further effect and the Bank agrees that it shall, following service of an Enforcement Notice, comply with the directions of the Security Trustee or any receiver appointed under the Deed of Charge in relation to the operation of the First Issuer Transaction Account unless otherwise required by operation of law or by the order or direction of a competent Court or Tribunal. 5. Unless and until the Bank receives notice in writing from the Security Trustee to the contrary, the Bank is authorised to continue to operate the First Issuer Transaction Account without regard to the security interests pursuant to the Deed of Charge. 6. At any time prior to the release by the Security Trustee of the Deed of Charge, the mandate given to the Bank by virtue of these resolutions shall remain in force, unless and until the Bank has received a notice of amendment from the Company. 7. These resolutions shall be communicated to the Bank and remain in force until an amendment resolution shall be passed by the board of directors and a copy thereof, certified by any two of the Directors and/or the Secretary, shall be received by the Bank. 8. The Company authorises the Issuer Cash Manager to instruct the Bank in relation to the Issuer Transaction Account and authorises the Bank to act on instructions reasonably purported to be given by the Issuer Cash Manager in the manner set forth in the First Account Bank Agreement. Capitalised terms in this document shall except where the context otherwise requires and save as otherwise defined herein bear the meanings ascribed to them in the Master Definitions and Construction Schedule signed by Xxxxxxxx Xxxxxx LLP and Freshfields Bruckhaus Xxxxxxxx LLP for the purposes of identification on or about the date of this document. …………………………………… Authorised Signatory The following sets out the signatories for the First Issuer Transaction Account, in accordance with paragraph 3 of the Issuer Transaction Account Mandate. Resolution of the board of directors of Gosforth Mortgages Trustee 2018-1 Limited (the Company or the Mortgages Trustee) At a meeting of the Board board of Directors directors of the Company held at Xxxxx XxxxxFifth Floor, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX 7EX on 12 September 2018: 1. The VM First Mortgages Trustee AccountTransaction Account number [•], direct sort code , WSS Reference in the name of the Mortgages Trustee Company held with Virgin Money Plc Citibank, N.A., London Branch, with its registered office at Citigroup Centre, Canada Square, Canary Wharf London E14 5LB (the Bank) (the VM First Mortgages Trustee Transaction Account) will be used as an account for f or the benefit of the Company, in its capacity as Mortgages Trustee. 2. The mandate given to the Bank by virtue of this document (the Mandate) is given on the basis that the Bank complies with the procedure set out in, and the terms of, this document. 3. In relation to the VM First Mortgages Trustee Transaction Account, the Bank is hereby authorised to honour and comply with all cheques, drafts, bills, payments by way of the Clearing House Automated Payment System, promissory notes, acceptances, negotiable instruments and orders expressed to be drawn, accepted, made or given payment instructions and all directions or instructions given in writing or by way of agreed electronic payment systems including SWIFT received from BIC code XXXXXX0X by the Company or Virgin Money (the Trust Property Cash Manager) in respect of the VM First Mortgages Trustee Transaction Account to the extent that compliance with the same should not result in a debit balance; (and subject to paragraph 5) provided that that (i) any such cheques, drafts, bills, promissory notes, acceptances, negotiable instruments, directions, orders or instructions, and/or endorsements payment instructions other than via SWIFT are signed by any two people whose names and/or signatures are set out in Schedule 1 to this Mandate1, as required by that Schedule; and (ii) any such electronic payment systems comply with the procedures of the relevant banking system. The Bank is hereby authorised to act on any information given by two Directors or by one Director and the Secretary of the Mortgages Trustee regarding any changes to Schedule 1 (Form of VM Mortgages Trustee Account Bank Mandate)1. 4. The mandate given to the Bank by virtue of these resolutions shall remain in force, unless and until the Bank has received a notice of amendment from the Mortgages Trustee. 5. These resolutions shall be communicated to the Bank and remain in force until an amendment resolution shall be passed by the Board of Directors and a copy thereof and of such consent, certified by any two of the Directors and/or the Secretary, shall be received by the Bank. 6. The Mortgages Trustee authorises the Trust Property Cash Manager under the Trust Property Cash Management Agreement to instruct the Bank in relation to the VM First Mortgages Trustee Transaction Account and authorises the Bank to act on instructions reasonably purported to be given by the Trust Property Cash Manager in the manner set forth in the VM Mortgages Trustee First Account Bank Agreement. Capitalised terms in this document shall except where the context otherwise requires and save as otherwise defined herein bear the meanings ascribed to them in the Master Definitions and Construction Schedule signed by Xxxxxxxx Chance Xxxxxx LLP and Freshfields Bruckhaus Xxxxxxxx LLP for the purposes of identification on or about the date of this document. …………………………………….. …… Authorised Signatory The following sets out the signatories for the VM First Mortgages Trustee Transaction Account, in accordance with paragraph 3 of the VM First Mortgages Trustee Account Bank Mandate.

JURISDICTION Submission to Jurisdiction. 32.1 34.1 Each party agrees that the English courts (except if otherwise set out in this Agreement) shall have exclusive jurisdiction in relation to all disputes arising out of or in connection with this Agreement (including claims for set-off and counterclaims), including, without limitation, disputes arising out of or in connection with: (a) the creation, validity, effect, interpretation, performance or non-performance of, or the legal relationships established by, this Agreement; and (b) any non-contractual obligation arising out of or in connection with this Agreement. For such purposes each party irrevocably submits to the jurisdiction of the English courts and waives any objection to the exercise of such jurisdiction. 32.2 34.2 Each party: (a) waives any objection to the choice of or submission to the English courts on the grounds of inconvenient forum or otherwise as regards proceedings in connection with this Agreement or any non-contractual obligation arising out of or in connection with this Agreement; and (b) agrees that a judgment, declaration or order (whether interim or final) of an English court in connection with this Agreement or any non-non- contractual obligation arising out of or in connection with this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction. Resolution of the Board board of directors of Gosforth Funding 2018-1 plc (the Company). At a meeting of the board of directors of the Company held at Fifth Floor, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX on or about 12 September 2018: 1. The Second Issuer Transaction Account number [•], sort code [•] in the name of the Company held with Elavon Financial Services DAC, UK Branch, acting through its office at 5th Floor, 000 Xxx Xxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx, (the Bank) (the Second Issuer Transaction Account) will be used as an account for the benefit of the Company. 2. The mandate given to the Bank by virtue of this document (the Mandate) is given on the basis that the Bank complies with the procedure set out in, and the terms of, this document. 3. Prior to receipt of a notice in writing from Citicorp Trustee Company Limited acting through its registered office at Citigroup Centre, 00 Xxxxxx Xxxxxx, Xxxxxx Xxxxx Xxxxxx X00 0XX (the Security Trustee) to the contrary, in relation to the Second Issuer Transaction Account, the Bank is hereby authorised to honour and comply with all cheques, drafts, bills, payments by way of the Clearing House Automated Payment System, promissory notes, acceptances, negotiable instruments and orders expressed to be drawn, accepted, made or given and all directions given in writing or by way of agreed electronic payment systems by the Company or Virgin Money (the Issuer Cash Manager) in respect of the Issuer Transaction Account to the extent that compliance with the same should not result in a debit balance; (and subject to paragraph 7) provided that, (i) any such cheque, draft, bill, promissory note, acceptance, negotiable instrument, direction, order, instruction and/or endorsement is signed by two people whose names and/or signatures are set out in Schedule 1, as required by that Schedule; and (ii) any such electronic payment systems comply with the procedures of the relevant banking system. The Bank is hereby authorised to act on any information given by two Directors or by one Director and the Secretary of the Company regarding any changes to Schedule 1. 4. This Mandate is given on the basis that the Bank: (a) acknowledges that, pursuant to a deed of charge to be entered into between, inter alios, the Company and the Security Trustee on or about the date of this Mandate (the Deed of Charge), the Company has assigned its interest in the Second Issuer Transaction Account to the Security Trustee by way of security; (b) prior to the service of an Enforcement Notice, agrees to comply with the directions of the Company (or, pursuant to paragraph 8, of Issuer Cash Manager as its agent) in respect of the operation of the Second Issuer Transaction Account and the Bank shall be entitled to rely on any such instructions reasonably purporting to have been given by or on behalf of the Company (or the Issuer Cash Manager) without enquiry; and (c) following service of an Enforcement Notice: (i) agrees to comply with the directions of the Security Trustee expressed to be given by the Security Trustee pursuant to the Deed of Charge in respect of the operation of the Second Issuer Transaction Account and the Bank shall be entitled to rely on any such written direction reasonably purporting to have been given on behalf of the Security Trustee without enquiry; and (ii) agrees that all rights, authority and power of the Company in respect of the operation of the Issuer Transaction Account shall be deemed terminated and of no further effect and the Bank agrees that it shall, following service of an Enforcement Notice, comply with the directions of the Security Trustee or any receiver appointed under the Deed of Charge in relation to the operation of the Second Issuer Transaction Account unless otherwise required by operation of law or by the order or direction of a competent Court or Tribunal. 5. Unless and until the Bank receives notice in writing from the Security Trustee to the contrary, the Bank is authorised to continue to operate the Second Issuer Transaction Account without regard to the security interests pursuant to the Deed of Charge. 6. At any time prior to the release by the Security Trustee of the Deed of Charge, the mandate given to the Bank by virtue of these resolutions shall remain in force, unless and until the Bank has received a notice of amendment from the Company. 7. These resolutions shall be communicated to the Bank and remain in force until an amendment resolution shall be passed by the board of directors and a copy thereof, certified by any two of the Directors and/or the Secretary, shall be received by the Bank. 8. The Company authorises the Issuer Cash Manager to instruct the Bank in relation to the Issuer Transaction Account and authorises the Bank to act on instructions reasonably purported to be given by the Issuer Cash Manager in the manner set forth in the Second Account Bank Agreement. Capitalised terms in this document shall except where the context otherwise requires and save as otherwise defined herein bear the meanings ascribed to them in the Master Definitions and Construction Schedule signed by Xxxxxxxx Xxxxxx LLP and Freshfields Bruckhaus Xxxxxxxx LLP for the purposes of identification on or about the date of this document. …………………………………… Authorised Signatory The following sets out the signatories for the Second Issuer Transaction Account, in accordance with paragraph 3 of the Issuer Transaction Account Mandate. Resolution of the board of directors of Gosforth Mortgages Trustee 2018-1 Limited (the Company or the Mortgages Trustee) At a meeting of the Board board of Directors directors of the Company held at Xxxxx XxxxxFifth Floor, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX 7EX on 12 September 2018: 1. The VM Second Mortgages Trustee AccountTransaction Account number [•], direct sort code [•], WSS Reference in the name of the Mortgages Trustee held with Virgin Money Plc Elavon Financial Services DAC, UK Branch acting through its office at 5th Floor, 000 Xxx Xxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx, (the Bank) (the VM Second Mortgages Trustee Transaction Account) will be used as an account for the benefit of the Company, in its capacity as Mortgages Trustee. 2. The mandate given to the Bank by virtue of this document (the Mandate) is given on the basis that the Bank complies with the procedure set out in, and the terms of, this document. 3. In relation to the VM Second Mortgages Trustee Transaction Account, the Bank is hereby authorised to honour and comply with all cheques, drafts, bills, payments by way of the Clearing House Automated Payment System, promissory notes, acceptances, negotiable instruments and orders expressed to be drawn, accepted, made or given and all directions or instructions given in writing or by way of agreed electronic payment systems by the Company or Virgin Money (the Trust Property Cash Manager) in respect of the VM Second Mortgages Trustee Transaction Account to the extent that compliance with the same should not result in a debit balance; (and subject to paragraph 5) provided that that (i) any such cheques, drafts, bills, promissory notes, acceptances, negotiable instruments, directions, orders or instructions, and/or endorsements are signed by any two people whose names and/or signatures are set out in Schedule 1 to this Mandate1, as required by that Schedule; and (ii) any such electronic payment systems comply with the procedures of the relevant banking system. The Bank is hereby authorised to act on any information given by two Directors or by one Director and the Secretary of the Mortgages Trustee regarding any changes to Schedule 1 (Form of VM Mortgages Trustee Account Bank Mandate)1. 4. The mandate given to the Bank by virtue of these resolutions shall remain in force, unless and until the Bank has received a notice of amendment from the Mortgages Trustee. 5. These resolutions shall be communicated to the Bank and remain in force until an amendment resolution shall be passed by the Board of Directors and a copy thereof and of such consent, certified by any two of the Directors and/or the Secretary, shall be received by the Bank. 6. The Mortgages Trustee authorises the Trust Property Cash Manager under the Trust Property Cash Management Agreement to instruct the Bank in relation to the VM Second Mortgages Trustee Transaction Account and authorises the Bank to act on instructions reasonably purported to be given by the Trust Property Cash Manager in the manner set forth in the VM Mortgages Trustee Second Account Bank Agreement. Capitalised terms in this document shall except where the context otherwise requires and save as otherwise defined herein bear the meanings ascribed to them in the Master Definitions and Construction Schedule signed by Xxxxxxxx Chance Xxxxxx LLP and Freshfields Bruckhaus Xxxxxxxx LLP for the purposes of identification on or about the date of this document. …………………………………….. …… Authorised Signatory The following sets out the signatories for the VM Second Mortgages Trustee Transaction Account, in accordance with paragraph 3 of the VM Second Mortgages Trustee Account Bank Mandate.

JURISDICTION Submission to Jurisdiction. 32.1 34.1 Each party agrees that the English courts (except if otherwise set out in this Agreement) shall have exclusive jurisdiction in relation to all disputes arising out of or in connection with this Agreement (including claims for set-off and counterclaims), including, without limitation, disputes arising out of or in connection with: (a) the creation, validity, effect, interpretation, performance or non-performance of, or the legal relationships established by, this Agreement; and (b) any non-contractual obligation arising out of or in connection with this Agreement. For such purposes each party irrevocably submits to the jurisdiction of the English courts and waives any objection to the exercise of such jurisdiction. 32.2 34.2 Each party: (a) waives any objection to the choice of or submission to the English courts on the grounds of inconvenient forum or otherwise as regards proceedings in connection with this Agreement or any non-contractual obligation arising out of or in connection with this Agreement; and (b) agrees that a judgment, declaration or order (whether interim or final) of an English court in connection with this Agreement or any non-non- contractual obligation arising out of or in connection with this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction. Resolution of the Board board of directors of Gosforth Funding 2017-1 plc (the Company). At a meeting of the board of directors of the Company held at Fifth Floor, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX on or about 15 September 2017: 1. The Second Issuer Transaction Account number , sort code in the name of the Company held with BNP Paribas Securities Services, London Branch, having its registered office at 0, Xxx x'Xxxxx, 75002, Paris, France, acting through its London branch at 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0 0XX, (the Bank) (the Second Issuer Transaction Account) will be used as an account for the benefit of the Company. 2. The mandate given to the Bank by virtue of this document (the Mandate) is given on the basis that the Bank complies with the procedure set out in, and the terms of, this document. 3. Prior to receipt of a notice in writing from Citicorp Trustee Company Limited acting through its registered office at Citigroup Centre, 00 Xxxxxx Xxxxxx, Xxxxxx Xxxxx Xxxxxx X00 0XX (the Security Trustee) to the contrary, in relation to the Second Issuer Transaction Account, the Bank is hereby authorised to honour and comply with all cheques, drafts, bills, payments by way of the Clearing House Automated Payment System, promissory notes, acceptances, negotiable instruments and orders expressed to be drawn, accepted, made or given and all directions given in writing or by way of agreed electronic payment systems by the Company or Virgin Money (the Issuer Cash Manager) in respect of the Issuer Transaction Account to the extent that compliance with the same should not result in a debit balance; (and subject to paragraph 7) provided that, (i) any such cheque, draft, bill, promissory note, acceptance, negotiable instrument, direction, order, instruction and/or endorsement is signed by two people whose names and/or signatures are set out in Schedule 1, as required by that Schedule; and (ii) any such electronic payment systems comply with the procedures of the relevant banking system. The Bank is hereby authorised to act on any information given by two Directors or by one Director and the Secretary of the Company regarding any changes to Schedule 1. 4. This Mandate is given on the basis that the Bank: (a) acknowledges that, pursuant to a deed of charge to be entered into between, inter alios, the Company and the Security Trustee on or about the date of this Mandate (the Deed of Charge), the Company has assigned its interest in the Second Issuer Transaction Account to the Security Trustee by way of security; (b) prior to the service of an Enforcement Notice, agrees to comply with the directions of the Company (or, pursuant to paragraph 8, of Issuer Cash Manager as its agent) in respect of the operation of the Second Issuer Transaction Account and the Bank shall be entitled to rely on any such instructions reasonably purporting to have been given by or on behalf of the Company (or the Issuer Cash Manager) without enquiry; and (c) following service of an Enforcement Notice: (i) agrees to comply with the directions of the Security Trustee expressed to be given by the Security Trustee pursuant to the Deed of Charge in respect of the operation of the Second Issuer Transaction Account and the Bank shall be entitled to rely on any such written direction reasonably purporting to have been given on behalf of the Security Trustee without enquiry; and (ii) agrees that all rights, authority and power of the Company in respect of the operation of the Issuer Transaction Account shall be deemed terminated and of no further effect and the Bank agrees that it shall, following service of an Enforcement Notice, comply with the directions of the Security Trustee or any receiver appointed under the Deed of Charge in relation to the operation of the Second Issuer Transaction Account unless otherwise required by operation of law or by the order or direction of a competent Court or Tribunal. 5. Unless and until the Bank receives notice in writing from the Security Trustee to the contrary, the Bank is authorised to continue to operate the Second Issuer Transaction Account without regard to the security interests pursuant to the Deed of Charge. 6. At any time prior to the release by the Security Trustee of the Deed of Charge, the mandate given to the Bank by virtue of these resolutions shall remain in force, unless and until the Bank has received a notice of amendment from the Company. 7. These resolutions shall be communicated to the Bank and remain in force until an amendment resolution shall be passed by the board of directors and a copy thereof, certified by any two of the Directors and/or the Secretary, shall be received by the Bank. 8. The Company authorises the Issuer Cash Manager to instruct the Bank in relation to the Issuer Transaction Account and authorises the Bank to act on instructions reasonably purported to be given by the Issuer Cash Manager in the manner set forth in the Second Account Bank Agreement. Capitalised terms in this document shall except where the context otherwise requires and save as otherwise defined herein bear the meanings ascribed to them in the Master Definitions and Construction Schedule signed by Xxxxxxxx Xxxxxx LLP and Freshfields Bruckhaus Xxxxxxxx LLP for the purposes of identification on or about the date of this document. …………………………………… Authorised Signatory The following sets out the signatories for the Second Issuer Transaction Account, in accordance with paragraph 3 of the Issuer Transaction Account Mandate. Resolution of the board of directors of Gosforth Mortgages Trustee 20182017-1 Limited (the Company or the Mortgages Trustee) At a meeting of the Board board of Directors directors of the Company held at Xxxxx XxxxxFifth Floor, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX 7EX on 12 15 September 20182017: 1. The VM Second Mortgages Trustee AccountTransaction Account number , direct sort code , WSS Reference in the name of the Mortgages Trustee held with Virgin Money Plc BNP Paribas Securities Services, London Branch having its registered office at 0, Xxx x'Xxxxx, 75002, Paris, France, acting through its London branch at 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0 0XX, (the Bank) (the VM Second Mortgages Trustee Transaction Account) will be used as an account for the benefit of the Company, in its capacity as Mortgages Trustee. 2. The mandate given to the Bank by virtue of this document (the Mandate) is given on the basis that the Bank complies with the procedure set out in, and the terms of, this document. 3. In relation to the VM Second Mortgages Trustee Transaction Account, the Bank is hereby authorised to honour and comply with all cheques, drafts, bills, payments by way of the Clearing House Automated Payment System, promissory notes, acceptances, negotiable instruments and orders expressed to be drawn, accepted, made or given and all directions or instructions given in writing or by way of agreed electronic payment systems by the Company or Virgin Money (the Trust Property Cash Manager) in respect of the VM Second Mortgages Trustee Transaction Account to the extent that compliance with the same should not result in a debit balance; (and subject to paragraph 5) provided that that (i) any such cheques, drafts, bills, promissory notes, acceptances, negotiable instruments, directions, orders or instructions, and/or endorsements are signed by any two people whose names and/or signatures are set out in Schedule 1 to this Mandate1, as required by that Schedule; and (ii) any such electronic payment systems comply with the procedures of the relevant banking system. The Bank is hereby authorised to act on any information given by two Directors or by one Director and the Secretary of the Mortgages Trustee regarding any changes to Schedule 1 (Form of VM Mortgages Trustee Account Bank Mandate)1. 4. The mandate given to the Bank by virtue of these resolutions shall remain in force, unless and until the Bank has received a notice of amendment from the Mortgages Trustee. 5. These resolutions shall be communicated to the Bank and remain in force until an amendment resolution shall be passed by the Board of Directors and a copy thereof and of such consent, certified by any two of the Directors and/or the Secretary, shall be received by the Bank. 6. The Mortgages Trustee authorises the Trust Property Cash Manager under the Trust Property Cash Management Agreement to instruct the Bank in relation to the VM Second Mortgages Trustee Transaction Account and authorises the Bank to act on instructions reasonably purported to be given by the Trust Property Cash Manager in the manner set forth in the VM Mortgages Trustee Second Account Bank Agreement. Capitalised terms in this document shall except where the context otherwise requires and save as otherwise defined herein bear the meanings ascribed to them in the Master Definitions and Construction Schedule signed by Xxxxxxxx Chance Xxxxxx LLP and Freshfields Bruckhaus Xxxxxxxx LLP for the purposes of identification on or about the date of this document. …………………………………….. …… Authorised Signatory The following sets out the signatories for the VM Second Mortgages Trustee Transaction Account, in accordance with paragraph 3 of the VM Second Mortgages Trustee Account Bank Mandate.

JURISDICTION Submission to Jurisdiction. 32.1 34.1 Each party agrees that the English courts (except if otherwise set out in this Agreement) shall have exclusive jurisdiction in relation to all disputes arising out of or in connection with this Agreement (including claims for set-off and counterclaims), including, without limitation, disputes arising out of or in connection with: (a) the creation, validity, effect, interpretation, performance or non-performance of, or the legal relationships established by, this Agreement; and (b) any non-contractual obligation arising out of or in connection with this Agreement. For such purposes each party irrevocably submits to the jurisdiction of the English courts and waives any objection to the exercise of such jurisdiction. 32.2 34.2 Each party: (a) waives any objection to the choice of or submission to the English courts on the grounds of inconvenient forum or otherwise as regards proceedings in connection with this Agreement or any non-contractual obligation arising out of or in connection with this Agreement; and (b) agrees that a judgment, declaration or order (whether interim or final) of an English court in connection with this Agreement or any non-non- contractual obligation arising out of or in connection with this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction. Resolution of the Board board of directors of Gosforth Funding 2017-1 plc (the Company). At a meeting of the board of directors of the Company held at Fifth Floor, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX on or about 15 September: 1. The First Issuer Transaction Account number , sort code in the name of the Company held with Citibank, N.A., London Branch, with its registered office at Citigroup Centre, Canada Square, Canary Wharf London E14 5LB (the Bank) (the First Issuer Transaction Account) will be used as an account for the benefit of the Company. 2. The mandate given to the Bank by virtue of this document (the Mandate) is given on the basis that the Bank complies with the procedure set out in, and the terms of, this document. 3. Prior to receipt of a notice in writing from Citicorp Trustee Company Limited acting through its registered office at Citigroup Centre, 00 Xxxxxx Xxxxxx, Xxxxxx Xxxxx Xxxxxx X00 0XX (the Security Trustee) to the contrary, in relation to the First Issuer Transaction Account, the Bank is hereby authorised to honour and comply with all cheques, drafts, bills, payments by way of the Clearing House Automated Payment System, promissory notes, acceptances, negotiable instruments and orders expressed to be drawn, accepted, made or given and all directions given in writing or by way of agreed electronic payment systems by the Company or Virgin Money (the Issuer Cash Manager) in respect of the Issuer Transaction Account to the extent that compliance with the same should not result in a debit balance; (and subject to paragraph 7) provided that, (i) any such cheque, draft, bill, promissory note, acceptance, negotiable instrument, direction, order, instruction and/or endorsement is signed by two people whose names and/or signatures are set out in Schedule 1, as required by that Schedule; and (ii) any such electronic payment systems comply with the procedures of the relevant banking system. The Bank is hereby authorised to act on any information given by two Directors or by one Director and the Secretary of the Company regarding any changes to Schedule 1. 4. This Mandate is given on the basis that the Bank: (a) acknowledges that, pursuant to a deed of charge to be entered into between, inter alios, the Company and the Security Trustee on or about the date of this Mandate (the Deed of Charge), the Company has assigned its interest in the First Issuer Transaction Account to the Security Trustee by way of security; (b) prior to the service of an Enforcement Notice, agrees to comply with the directions of the Company (or, pursuant to paragraph 8, of Issuer Cash Manager as its agent) in respect of the operation of the First Issuer Transaction Account and the Bank shall be entitled to rely on any such instructions reasonably purporting to have been given by or on behalf of the Company (or the Issuer Cash Manager) without enquiry; and (c) following service of an Enforcement Notice: (i) agrees to comply with the directions of the Security Trustee expressed to be given by the Security Trustee pursuant to the Deed of Charge in respect of the operation of the First Issuer Transaction Account and the Bank shall be entitled to rely on any such written direction reasonably purporting to have been given on behalf of the Security Trustee without enquiry; and (ii) agrees that all rights, authority and power of the Company in respect of the operation of the Issuer Transaction Account shall be deemed terminated and of no further effect and the Bank agrees that it shall, following service of an Enforcement Notice, comply with the directions of the Security Trustee or any receiver appointed under the Deed of Charge in relation to the operation of the First Issuer Transaction Account unless otherwise required by operation of law or by the order or direction of a competent Court or Tribunal. 5. Unless and until the Bank receives notice in writing from the Security Trustee to the contrary, the Bank is authorised to continue to operate the First Issuer Transaction Account without regard to the security interests pursuant to the Deed of Charge. 6. At any time prior to the release by the Security Trustee of the Deed of Charge, the mandate given to the Bank by virtue of these resolutions shall remain in force, unless and until the Bank has received a notice of amendment from the Company. 7. These resolutions shall be communicated to the Bank and remain in force until an amendment resolution shall be passed by the board of directors and a copy thereof, certified by any two of the Directors and/or the Secretary, shall be received by the Bank. 8. The Company authorises the Issuer Cash Manager to instruct the Bank in relation to the Issuer Transaction Account and authorises the Bank to act on instructions reasonably purported to be given by the Issuer Cash Manager in the manner set forth in the First Account Bank Agreement. Capitalised terms in this document shall except where the context otherwise requires and save as otherwise defined herein bear the meanings ascribed to them in the Master Definitions and Construction Schedule signed by Xxxxxxxx Xxxxxx LLP and Freshfields Bruckhaus Xxxxxxxx LLP for the purposes of identification on or about the date of this document. …………………………………… Authorised Signatory The following sets out the signatories for the First Issuer Transaction Account, in accordance with paragraph 3 of the Issuer Transaction Account Mandate. Resolution of the board of directors of Gosforth Mortgages Trustee 20182017-1 Limited (the Company or the Mortgages Trustee) At a meeting of the Board board of Directors directors of the Company held at Xxxxx XxxxxFifth Floor, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX 7EX on 12 15 September 20182017: 1. The VM First Mortgages Trustee AccountTransaction Account number , direct sort code , WSS Reference in the name of the Mortgages Trustee Company held with Virgin Money Plc Citibank, N.A., London Branch, with its registered office at Citigroup Centre, Canada Square, Canary Wharf London E14 5LB (the Bank) (the VM First Mortgages Trustee Transaction Account) will be used as an account for the benefit of the Company, in its capacity as Mortgages Trustee. 2. The mandate given to the Bank by virtue of this document (the Mandate) is given on the basis that the Bank complies with the procedure set out in, and the terms of, this document. 3. In relation to the VM First Mortgages Trustee Transaction Account, the Bank is hereby authorised to honour and comply with all cheques, drafts, bills, payments by way of the Clearing House Automated Payment System, promissory notes, acceptances, negotiable instruments and orders expressed to be drawn, accepted, made or given and all directions or instructions given in writing or by way of agreed electronic payment systems by the Company or Virgin Money (the Trust Property Cash Manager) in respect of the VM First Mortgages Trustee Transaction Account to the extent that compliance with the same should not result in a debit balance; (and subject to paragraph 5) provided that that (i) any such cheques, drafts, bills, promissory notes, acceptances, negotiable instruments, directions, orders or instructions, and/or endorsements are signed by any two people whose names and/or signatures are set out in Schedule 1 to this Mandate1, as required by that Schedule; and (ii) any such electronic payment systems comply with the procedures of the relevant banking system. The Bank is hereby authorised to act on any information given by two Directors or by one Director and the Secretary of the Mortgages Trustee regarding any changes to Schedule 1 (Form of VM Mortgages Trustee Account Bank Mandate)1. 4. The mandate given to the Bank by virtue of these resolutions shall remain in force, unless and until the Bank has received a notice of amendment from the Mortgages Trustee. 5. These resolutions shall be communicated to the Bank and remain in force until an amendment resolution shall be passed by the Board of Directors and a copy thereof and of such consent, certified by any two of the Directors and/or the Secretary, shall be received by the Bank. 6. The Mortgages Trustee authorises the Trust Property Cash Manager under the Trust Property Cash Management Agreement to instruct the Bank in relation to the VM First Mortgages Trustee Transaction Account and authorises the Bank to act on instructions reasonably purported to be given by the Trust Property Cash Manager in the manner set forth in the VM Mortgages Trustee First Account Bank Agreement. Capitalised terms in this document shall except where the context otherwise requires and save as otherwise defined herein bear the meanings ascribed to them in the Master Definitions and Construction Schedule signed by Xxxxxxxx Chance Xxxxxx LLP and Freshfields Bruckhaus Xxxxxxxx LLP for the purposes of identification on or about the date of this document. …………………………………….. …… Authorised Signatory The following sets out the signatories for the VM First Mortgages Trustee Transaction Account, in accordance with paragraph 3 of the VM First Mortgages Trustee Account Bank Mandate.