Common use of SUB-CONTRACTS Clause in Contracts

SUB-CONTRACTS. (a) The Administrator may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Account, the sub-contractor or delegate has executed a declaration in writing acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into the relevant Collection Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Trustee nor the Beneficiaries shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

SUB-CONTRACTS. (a) The Administrator Cash Manager may sub-contract or delegate the performance of all or any of its powers and obligations under this AgreementAgreement to any party whom it reasonably believes is capable of, and experienced in, performing the functions to be given to it provided that (but subject to Clause 3.2(b) hereinbelow): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries Issuer which, in accordance with this Agreement, are to be paid into the relevant Collection AccountGIC Account or the Collateral Account(s) (if any), the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries Issuer that any such monies held by it or to its order are held on trust for the Beneficiaries Issuer or, following the service of a Note Acceleration Notice, the Security Trustee and will be paid forthwith into the relevant Collection GIC Account or the Collateral Account(s) (if any) in accordance with the terms of this Agreement and the Mortgages Trust Deed;other Transaction Documents; and (ivii) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Cash Management Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) aboveClause 3.2(a)(i); and). (vb) neither The proviso in Clause 3.2(a)(i) shall not apply: (i) to the Mortgages engagement by the Cash Manager of: (A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed conveyancer, qualified conveyancer or other professional adviser acting as such; (B) any documentation retention service or document storage facility; (C) any locksmith, builder or other contractor acting as such in relation to a Property; or (D) any other sub-contractor or delegate not engaged in arrangements involving or which may involve the receipt by the sub-contractor or delegate of monies belonging to the Issuer which, in accordance with this Agreement, are to be paid into the GIC Account, in any such case being a person or persons whom the Cash Manager would be willing to appoint in respect of its own loans or any other loans owned by the Seller in connection with the performance by the Cash Manager of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to or appointment of any company within the YBS Group. (c) The Issuer and the Security Trustee may by notice in writing require the Cash Manager to assign to the Issuer or, following the service of a Note Acceleration Notice, the Security Trustee (if it so requires) any rights which the Cash Manager may have against any sub-contractor or delegate arising from the performance of services by such person relating to any matter contemplated by this Agreement and the Cash Manager acknowledges that such rights assigned to the Issuer or the Security Trustee, as applicable, will be exercised by the Issuer or the Security Trustee, as applicable, subject to the terms of this Agreement and the other Transaction Documents. (d) Notwithstanding any sub-contracting or delegation of the performance of its obligations under this Agreement, the Cash Manager shall not thereby be released or discharged from any liability hereunder and shall remain responsible for the performance of all of the obligations of the Cash Manager under this Agreement, and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Cash Management Services shall not affect the Cash Manager's obligations under this Agreement and any breach in the performance of the Cash Management Services by such sub-contractor or delegate shall, subject to the Cash Manager being entitled for a period of twenty (20) Business Days from receipt of any notice of such breach from the Issuer or the Security Trustee to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Cash Manager. (e) Neither the Security Trustee nor the Beneficiaries Issuer shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

SUB-CONTRACTS. (a) The Administrator Cash Manager may sub-contract or delegate the performance of all or any of its powers and obligations under this AgreementAgreement to any party whom it reasonably believes is capable of, and experienced in, performing the functions to be given to it provided that (but subject to Clause 3.2(b) hereinbelow): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries Issuer which, in accordance with this Agreement, are to be paid into the relevant Collection AccountGIC Account or the Swap Collateral Account(s) (if any), the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries Issuer that any such monies held by it or to its order are held on trust for the Beneficiaries Issuer or, following the service of a Note Acceleration Notice, the Security Trustee and will be paid forthwith into the relevant Collection GIC Account or the Swap Collateral Account(s) (if any) in accordance with the terms of this Agreement and the Mortgages Trust Deed;other Transaction Documents; and (ivii) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Cash Management Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) aboveClause 3.2(a)(i); and). (vb) neither The proviso in Clause 3.2(a)(i) shall not apply: (i) to the Mortgages engagement by the Cash Manager of: (A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed conveyancer, qualified conveyancer or other professional adviser acting as such; (B) any documentation retention service or document storage facility; (C) any locksmith, builder or other contractor acting as such in relation to a Property; or (D) any other sub-contractor or delegate not engaged in arrangements involving or which may involve the receipt by the sub-contractor or delegate of monies belonging to the Issuer which, in accordance with this Agreement, are to be paid into the GIC Account, in any such case being a person or persons whom the Cash Manager would be willing to appoint in respect of its own loans or any other loans owned by the Seller in connection with the performance by the Cash Manager of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to or appointment of any company within the YBS Group. (c) The Issuer and the Security Trustee may by notice in writing require the Cash Manager to assign to the Issuer or, following the service of a Note Acceleration Notice, the Security Trustee (if it so requires) any rights which the Cash Manager may have against any sub-contractor or delegate arising from the performance of services by such person relating to any matter contemplated by this Agreement and the Cash Manager acknowledges that such rights assigned to the Issuer or the Security Trustee, as applicable, will be exercised by the Issuer or the Security Trustee, as applicable, subject to the terms of this Agreement and the other Transaction Documents. (d) Notwithstanding any sub-contracting or delegation of the performance of its obligations under this Agreement, the Cash Manager shall not thereby be released or discharged from any liability hereunder and shall remain responsible for the performance of all of the obligations of the Cash Manager under this Agreement, and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Cash Management Services shall not affect the Cash Manager's obligations under this Agreement and any breach in the performance of the Cash Management Services by such sub-contractor or delegate shall, subject to the Cash Manager being entitled for a period of twenty (20) Business Days from receipt of any notice of such breach from the Issuer or the Security Trustee to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Cash Manager. (e) Neither the Security Trustee nor the Beneficiaries Issuer shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that such sub-contracting or delegation would not prevent the Servicer, the Mortgages Trustee or Funding 1 from complying in all material respects with any law, statute, judgment, decree, order, licence, authorisation, rule, order and provided further that (but subject to Clause 3.2(b) hereinCLAUSE 3.2(B)): (i) the prior written consent of Funding 1 and the Mortgages Security Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with 1 and the Security TrusteeTrustee consider it necessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted obtained and written notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Customer Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding 1 and the Security Trustee to the effect that any such Mortgage Loan Customer Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account, the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into into, as applicable, the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Security Trustee, the Security Mortgages Trustee nor the Beneficiaries Funding 1 shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (iCLAUSE 3.2(A)(I), (iiII) and (iiiIII) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller or HBOS plc from time to time. (c) The Mortgages Trustee and/or Funding 1 and the Security Trustee may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) Agreement and any breach in the performance of the Services by any such sub-contractor or delegate shall, subject to the Administrator Servicer being entitled for a period of twenty (20) 20 London Business Days from receipt of any notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegateServicer.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein)): (i) the prior written consent of Funding 1 and the Mortgages Security Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with 1 and the Security TrusteeTrustee consider it necessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted obtained and written notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Customer Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding 1 and the Security Trustee to the effect that any such Mortgage Loan Customer Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account, the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into into, as applicable, the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Security Trustee, the Security Mortgages Trustee nor the Beneficiaries Funding 1 shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i3.2(a)(i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller or HBOS plc from time to time. (c) The Mortgages Trustee and/or Funding 1 and the Security Trustee may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's Servicer’s obligations under this Agreement; (iv) Agreement and any breach in the performance of the Services by any such sub-contractor or delegate shall, subject to the Administrator Servicer being entitled for a period of twenty (20) 20 London Business Days from receipt of any notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegateServicer.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) hereinCLAUSE 3.2(B)): (i) the prior written consent of Funding 1 and the Mortgages Security Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with 1 and the Security TrusteeTrustee consider it necessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted obtained and written notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Customer Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding 1 and the Security Trustee to the effect that any such Mortgage Loan Customer Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account, the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into into, as applicable, the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Security Trustee, the Security Mortgages Trustee nor the Beneficiaries Funding 1 shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (iCLAUSE 3.2(A)(I), (iiII) and (iiiIII) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller or HBOS plc from time to time. (c) The Mortgages Trustee and/or Funding 1 and the Security Trustee may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) Agreement and any breach in the performance of the Services by any such sub-contractor or delegate shall, subject to the Administrator Servicer being entitled for a period of twenty (20) 20 London Business Days from receipt of any notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegateServicer.

SUB-CONTRACTS. (a) The Administrator may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Account, the sub-contractor or delegate has executed a declaration in writing acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into the relevant Collection Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Trustee nor the Beneficiaries shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that PROVIDED THAT (but subject to Clause 3.2(b) herein)): (i) the prior written consent of the Mortgages Trustee Funding Companies and the Funding Security Trustees to the proposed arrangement (including, if the Funding considers Companies and the Funding Security Trustees consider it necessary after consulting with the Security Trusteenecessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted obtained and written notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Customer Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to the Mortgages Trustee (as directed by the Funding and the Security Trustee Companies) to the effect that any such Mortgage Loan Customer Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee or such entity (as trustee for the Beneficiaries)) as the Mortgages Trustee shall direct; (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into (as applicable) the Mortgages Trustee GIC Account, the Funding 1 GIC Account, the Funding 1 Transaction Account (or the relevant Collection Accountaccounts of each Further Funding Company), the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into (as applicable) the Mortgages Trustee GIC Account, the Funding 1 GIC Account, the Funding 1 Transaction Account (or the relevant Collection Account accounts of each Further Funding Company), in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in paragraph (iii) above); and; (v) neither the Mortgages TrusteeFunding Security Trustees, the Security Trustee Funding Companies nor the Beneficiaries Mortgages Trustee shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement; and (vi) any such sub-contractor or delegate shall have confirmed to the Servicer, the Funding Companies and the Funding Security Trustees that it has, and shall maintain, all requisite consents, authorisations, approvals, licenses and orders, including without limitation any necessary registrations under the Data Protection Act authorisations and permissions under FSMA, to enable it to fulfil its obligations under or in connection with any such arrangement. (b) The provisos to Clause 3.2(a) (i3.2(a)(i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to or appointment of any wholly-owned subsidiary of the Seller Santander UK plc from time to time. (c) The Mortgages Trustee and/or the Funding Companies and the Funding Security Trustee Trustees may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-sub- contractor or delegate of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) Agreement and any breach in the performance of the Services by any such sub-contractor or delegate shall, subject to the Administrator Servicer being entitled for a period of twenty (20) 20 London Business Days from receipt of any notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegateServicer.

SUB-CONTRACTS. (a) The Administrator Cash Manager may sub-contract or delegate the performance of all or any of its powers and obligations under this AgreementAgreement to any party whom it reasonably believes is capable of, and experienced in, performing the functions to be given to it provided that (but subject to Clause 3.2(b) hereinbelow): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries Issuer which, in accordance with this Agreement, are to be paid into the relevant Collection Deposit Account or any other Issuer Account, the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries Issuer that any such monies held by it or to its order are held on trust for the Beneficiaries Issuer or, following the service of an Enforcement Notice, the Security Trustee, and will be paid forthwith into the relevant Collection Deposit Account or, if applicable, any other Issuer Account, in accordance with the terms of this Agreement and the Mortgages Trust Deedother Transaction Documents; (ivii) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such the delegated Cash Management Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iiiClause 3.2(a)(i) above); and (viii) neither such sub-contracting or delegation would not cause the Mortgages TrusteeIssuer to become subject to tax anywhere other than the United Kingdom or result in the Issuer suffering any additional taxes which the Issuer would not have suffered absent such appointment. (b) The proviso in Clause 3.2(a) shall not apply to the engagement by the Cash Manager of: (i) any solicitor, accountant, or other professional adviser acting as such; (ii) any documentation retention service or document storage facility; or (iii) any other sub-contractor or delegate not engaged in arrangements involving or which may involve the receipt by the sub-contractor or delegate of monies belonging to the Issuer which, in accordance with this Agreement, are to be paid into any Issuer Account. (c) The Issuer or the Security Trustee may by notice in writing require the Cash Manager to assign to the Issuer or, following the service of an Enforcement Notice, the Security Trustee (if it so requires) any rights which the Cash Manager may have against any sub-contractor or delegate arising from the performance of services by such person relating to any matter contemplated by this Agreement and the Cash Manager acknowledges that such rights assigned to the Issuer or the Security Trustee will be exercised by the Issuer or the Security Trustee subject to the terms of this Agreement and the other Transaction Documents. (d) Notwithstanding any sub-contracting or delegation of the performance of its obligations under this Agreement and subject to Clause 3.4 (Reliance on advisers) below, the Cash Manager shall not thereby be released or discharged from any liability hereunder and shall remain responsible for the performance of all of the obligations of the Cash Manager under this Agreement, and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Cash Management Services shall not affect the Cash Manager's obligations under this Agreement and any breach in the performance of the Cash Management Services by such sub-contractor or delegate shall, subject to the Cash Manager being entitled for a period of 20 Business Days from receipt of any notice of such breach from the Issuer or, following the service of an Enforcement Notice, the Security Trustee to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Cash Manager. (e) Neither the Security Trustee nor the Beneficiaries Issuer shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein)): (i) the prior written consent of the Mortgages LLP and the Security Trustee and Funding to the proposed arrangement arrangements (including, if Funding considers it necessary after consulting with the LLP and the Security TrusteeTrustee consider it necessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted obtained and written notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Customer Files and/or and/or, in relation to Loans which are not Dematerialised Loans, Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding the LLP and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds (if any) and/or Customer Files are and will be held to the order of the Mortgages Security Trustee (or as trustee for the Beneficiaries)Security Trustee shall direct; (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies moneys belonging to the Beneficiaries LLP which, in accordance with this Agreement, are to be paid into the relevant Collection GIC Account, the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries LLP that any such monies moneys held by it or to its order are held on trust for the Beneficiaries LLP and will be paid forthwith into the relevant Collection GIC Account in accordance with the terms of the Mortgages Trust LLP Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Trustee nor the Beneficiaries LLP shall have any liability for any costs, fees, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance continuance, amendment or the termination of any such arrangement. (b) The provisos to in Clause 3.2(a) (i3.2(a)(i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding LLP and the Security Trustee may require the Administrator Servicer to assign to the Mortgages Trustee LLP any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee LLP will be exercised by the Mortgages Trustee as trustee for the Beneficiaries LLP subject to the terms of the Mortgages Trust LLP Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of by any sub-contractor or delegate of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) Agreement and any breach in the performance of the Services by any such sub-contractor or delegate shall, subject to the Administrator Servicer being entitled for a period of twenty (20) 20 London Business Days from receipt of any notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegateServicer.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if the Funding considers Beneficiaries consider it necessary after consulting with the Funding Security TrusteeTrustees, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Funding Security Trustee has Trustees have been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor Subcontractor or delegate has executed an acknowledgement in writing acceptable to the Funding Beneficiaries and the Funding Security Trustee Trustees to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor Subcontractor or delegate of monies belonging to the Mortgages Trustee and/or the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Account, the sub-contractor Subcontractor or delegate has executed a declaration in writing acceptable to the Funding Beneficiaries and the Funding Security Trustees that any such monies held by it or to its order are held on trust for the Beneficiaries Mortgages Trustee (as trustee for the Beneficiaries) and will be paid forthwith into the relevant Collection Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor Subcontractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Funding Security Trustee Trustees nor the Beneficiaries shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor Subcontractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to in Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or the Funding Beneficiaries and the Funding Security Trustee Trustees may require the Administrator Servicer to assign to the Mortgages Trustee any rights which the Administrator Servicer may have against any sub-contractor Subcontractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the AdministratorServicer's obligations under this Agreement: (i) the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator Servicer shall remain responsible for the performance of the obligations of the Administrator Servicer under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor Subcontractor or delegate of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor Subcontractor or delegate shall, subject to the Administrator Servicer being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor Subcontractor or delegate, be treated as a breach of this Agreement by the AdministratorServicer; and (v) the Funding Security Trustee Trustees shall have no liability for any act or omission of the sub-contractor Subcontractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor Subcontractor or delegate.

SUB-CONTRACTS. (aA) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) hereinCLAUSE 3.2(B)): (i) the prior written consent of Funding 1 and the Mortgages Security Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with 1 and the Security TrusteeTrustee consider it necessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted obtained and written notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Customer Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding 1 and the Security Trustee to the effect that any such Mortgage Loan Customer Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account, the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into into, as applicable, the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Security Trustee, the Security Mortgages Trustee nor the Beneficiaries Funding 1 shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (bB) The provisos to Clause 3.2(a) (iCLAUSE 3.2(A)(i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1a) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2b) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller or HBOS plc from time to time. (cC) The Mortgages Trustee and/or Funding 1 and the Security Trustee may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (dD) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) Agreement and any breach in the performance of the Services by any such sub-contractor or delegate shall, subject to the Administrator Servicer being entitled for a period of twenty (20) London Business Days from receipt of any notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegateServicer.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if the Funding considers Beneficiaries consider it necessary after consulting with the Funding Security TrusteeTrustees, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Funding Security Trustee has Trustees have been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor Subcontractor [or delegate delegate] has executed an acknowledgement in writing acceptable to the Funding Beneficiaries and the Funding Security Trustee Trustees to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor Subcontractor [or delegate delegate] of monies belonging to the Mortgages Trustee and/or the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Account, the sub-contractor Subcontractor [or delegate delegate] has executed a declaration in writing acceptable to the Funding Beneficiaries and the Funding Security Trustees that any such monies held by it or to its order are held on trust for the Beneficiaries Mortgages Trustee (as trustee for the Beneficiaries) and will be paid forthwith into the relevant Collection Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor Subcontractor [or delegate delegate] has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Funding Security Trustee Trustees nor the Beneficiaries shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor Subcontractor [or delegate delegate] or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to in Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or the Funding Beneficiaries and the Funding Security Trustee Trustees may require the Administrator Servicer to assign to the Mortgages Trustee any rights which the Administrator Servicer may have against any sub-contractor Subcontractor [or delegate delegate] arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the AdministratorServicer's obligations under this Agreement: (i) the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator Servicer shall remain responsible for the performance of the obligations of the Administrator Servicer under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor Subcontractor [or delegate delegate] of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor Subcontractor [or delegate delegate] shall, subject to the Administrator Servicer being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor Subcontractor [or delegate], be treated as a breach of this Agreement by the AdministratorServicer; and (v) the Funding Security Trustee Trustees shall have no liability for any act or omission of the sub-contractor Subcontractor [or delegate delegate] and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor Subcontractor [or delegate].

SUB-CONTRACTS. ‌ (a) The Administrator Cash Manager may sub-contract or delegate the performance of all or any of its powers and obligations under this AgreementAgreement to any party whom it reasonably believes is capable of, and experienced in, performing the functions to be given to it provided that (but subject to Clause 3.2(b) herein):below):‌ (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries Issuer which, in accordance with this Agreement, are to be paid into the relevant Collection Deposit Account or any other Issuer Account, the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries Issuer that any such monies held by it or to its order are held on trust for the Beneficiaries Issuer or, following the service of an Enforcement Notice, the Security Trustee, and will be paid forthwith into the relevant Collection Deposit Account or, if applicable, any other Issuer Account, in accordance with the terms of this Agreement and the Mortgages Trust Deed;other Transaction Documents;‌ (ivii) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such the delegated Cash Management Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iiiClause 3.2(a)(i) above); and (viii) neither such sub-contracting or delegation would not cause the Mortgages TrusteeIssuer to become subject to tax anywhere other than the United Kingdom or result in the Issuer suffering any additional taxes which the Issuer would not have suffered absent such appointment. (b) The proviso in Clause 3.2(a) shall not apply to the engagement by the Cash Manager of:‌ (i) any solicitor, accountant, or other professional adviser acting as such; (ii) any documentation retention service or document storage facility; or (iii) any other sub-contractor or delegate not engaged in arrangements involving or which may involve the receipt by the sub-contractor or delegate of monies belonging to the Issuer which, in accordance with this Agreement, are to be paid into any Issuer Account. (c) The Issuer or the Security Trustee may by notice in writing require the Cash Manager to assign to the Issuer or, following the service of an Enforcement Notice, the Security Trustee (if it so requires) any rights which the Cash Manager may have against any sub-contractor or delegate arising from the performance of services by such person relating to any matter contemplated by this Agreement and the Cash Manager acknowledges that such rights assigned to the Issuer or the Security Trustee will be exercised by the Issuer or the Security Trustee subject to the terms of this Agreement and the other Transaction Documents.‌ (d) Notwithstanding any sub-contracting or delegation of the performance of its obligations under this Agreement and subject to Clause 3.4 (Reliance on advisers) below, the Cash Manager shall not thereby be released or discharged from any liability hereunder and shall remain responsible for the performance of all of the obligations of the Cash Manager under this Agreement, and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Cash Management Services shall not affect the Cash Manager's obligations under this Agreement and any breach in the performance of the Cash Management Services by such sub-contractor or delegate shall, subject to the Cash Manager being entitled for a period of 20 Business Days from receipt of any notice of such breach from the Issuer or, following the service of an Enforcement Notice, the Security Trustee to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Cash Manager. (e) Neither the Security Trustee nor the Beneficiaries Issuer shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

SUB-CONTRACTS. ‌ (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause Section 3.2(b) herein)): (i) the prior written consent of the Mortgages Guarantor LP and the Bond Trustee and Funding to the proposed arrangement (including, if Funding considers the Guarantor LP and the Bond Trustee consider it necessary after consulting with the Security Trusteenecessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted which consent shall not be unreasonably withheld, and written notification of such sub-contracting or delegation has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan and Related Security Files and/or Title Deeds relating to the Mortgage Covered Bond Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding the Guarantor LP and the Security Trustee Bond Trustee, acting reasonably, to the effect that any such Mortgage Loan and Related Security Files and/or Title Deeds are and will be held to the order of the Mortgages Guarantor LP and the Bond Trustee (or as trustee for the Beneficiaries)Guarantor LP and the Bond Trustee shall otherwise direct; (iii) where the arrangements involve or may involve the receipt by the sub-sub- contractor or delegate of monies belonging to the Beneficiaries Guarantor LP which, in accordance with this Agreement, are to be paid into the relevant Collection Account, Agreement the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries Guarantor LP(or the Cash Manager on its behalf) agreeing that any such monies held by it or to its order are (A) held in trust on trust behalf of the Servicer for the Beneficiaries Guarantor LP; and will be (B) paid forthwith into the relevant Collection Account in accordance with the terms on behalf of the Mortgages Trust DeedServicer to the Cash Manager or the GIC Account, as applicable, in each case on the same terms, mutatis mutandis, as such monies are to be held by the Servicer pursuant to Section 5.4 and that such sub-contractor will comply, on behalf of the Servicer, with Section 5.4, mutatis mutandis with respect to such monies; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Covered Bond Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Bond Trustee nor the Beneficiaries Guarantor LP shall have any liability for any costs, charges or expenses payable to or incurred by such sub-sub- contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (iSection 3.2(a)(i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Servicer or the Seller from time to time. (c) The Mortgages Trustee and/or Funding Guarantor LP and the Security Bond Trustee may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee Guarantor LP any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee Guarantor LP will be exercised by the Mortgages Trustee as trustee for the Beneficiaries Guarantor LP subject to the terms of the Mortgages Trust DeedGuarantor LP Agreement and the Security Agreement. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-sub- contractor or delegate of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) . For greater certainty, any breach by the sub- contractor of any of its obligations hereunder will to the extent such breach, if committed by the Servicer would constitute a Servicer Termination Event and/or Servicer Event of Default, constitute a Servicer Termination Event and/or Servicer Event of Default, as applicable, in the performance respect of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegateServicer.

SUB-CONTRACTS. (a) The Administrator may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Account, the sub-contractor or delegate has executed a declaration in writing acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into the relevant Collection Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Trustee nor the Beneficiaries shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.delegated

SUB-CONTRACTS. (a) The Administrator may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Account, the sub-sub- contractor or delegate has executed a declaration in writing acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into the relevant Collection Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Trustee nor the Beneficiaries shall have any liability for any costs, charges or expenses payable to or incurred by such sub-sub- contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellorcounselor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-sub- contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

SUB-CONTRACTS. (a) The Administrator Cash Manager may sub-contract or delegate the performance of all or any of its powers and obligations under this AgreementAgreement to any party whom it reasonably believes is capable of, and experienced in, performing the functions to be given to it provided that (but subject to Clause 3.2(b) hereinbelow): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries Issuer which, in accordance with this Agreement, are to be paid into the relevant Collection AccountGIC Account or the Collateral Account(s) (if any), the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries Issuer that any such monies held by it or to its order are held on trust for the Beneficiaries Issuer or, following the service of a Note Acceleration Notice, the Security Trustee and will be paid forthwith into the relevant Collection GIC Account or the Collateral Account(s) (if any) in accordance with the terms of this Agreement and the Mortgages Trust Deed;other Transaction Documents; and (ivii) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Cash Management Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) aboveClause 3.2(a)(i); and) (vb) neither The proviso in Clause 3.2 (a) (i) shall not apply: (i) to the Mortgages engagement by the Cash Manager of: (A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed conveyancer, qualified conveyancer or other professional adviser acting as such; (B) any documentation retention service or document storage facility; (C) any locksmith, builder or other contractor acting as such in relation to a Property; or (D) any other sub-contractor or delegate not engaged in arrangements involving or which may involve the receipt by the sub-contractor or delegate of monies belonging to the Issuer which, in accordance with this Agreement, are to be paid into the GIC Account, in any such case being a person or persons whom the Cash Manager would be willing to appoint in respect of its own loans or any other loans owned by the Seller in connection with the performance by the Cash Manager of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to or appointment of any company within the YBS Group. (c) The Issuer and the Security Trustee may by notice in writing require the Cash Manager to assign to the Issuer or, following the service of a Note Acceleration Notice, the Security Trustee (if it so requires) any rights which the Cash Manager may have against any sub-contractor or delegate arising from the performance of services by such person relating to any matter contemplated by this Agreement and the Cash Manager acknowledges that such rights assigned to the Issuer or the Security Trustee, as applicable, will be exercised by the Issuer or the Security Trustee, as applicable, subject to the terms of this Agreement and the other Transaction Documents. (d) Notwithstanding any sub-contracting or delegation of the performance of its obligations under this Agreement, the Cash Manager shall not thereby be released or discharged from any liability hereunder and shall remain responsible for the performance of all of the obligations of the Cash Manager under this Agreement, and the performance or non-performance or the manner of performance of any sub- contractor or delegate of any of the Cash Management Services shall not affect the Cash Manager's obligations under this Agreement and any breach in the performance of the Cash Management Services by such sub-contractor or delegate shall, subject to the Cash Manager being entitled for a period of twenty (20) Business Days from receipt of any notice of such breach from the Issuer or the Security Trustee to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Cash Manager. (e) Neither the Security Trustee nor the Beneficiaries Issuer shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (bf) The provisos to Clause 3.2(a) Sub-contracting or delegation shall only be permitted under this Agreement if such subcontracting or delegation will not (i)) cause the Issuer to have a taxable presence in any jurisdiction other than the United Kingdom, (ii) cause the Issuer to become subject to any Tax which it would not otherwise have become subject to, either directly or indirectly, and (iii) herein shall would not apply: (i) to cause the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator imposition of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to timewithholding tax. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that such sub-contracting or delegation would not prevent the Servicer, the Mortgages Trustee, Funding 1 or Funding 2 from complying in all material respects with any law, statute, judgment, decree, order, licence, authorisation, rule, order and provided further that (but subject to Clause 3.2(b) hereinCLAUSE 3.2(B)): (i) the prior written consent of Funding 1, Funding 2, the Mortgages Funding 1 Security Trustee and the Funding 2 Security Trustee to the proposed arrangement (including, if Funding considers 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee consider it necessary after consulting with the Security Trusteenecessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted obtained and written notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Customer Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee to the effect that any such Mortgage Loan Customer Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account and/or the Funding 2 GIC Account, the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into into, as applicable, the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account and/or the Funding 2 GIC Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and; (v) neither the Funding 1 Security Trustee, the Funding 2 Security Trustee, the Mortgages Trustee, the Security Trustee Funding 1 nor the Beneficiaries Funding 2 shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement; and (vi) any such sub-contractor or delegate shall have confirmed to the Servicer, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee that it has, and shall maintain, all requisite consents, authorisations, approvals, licences, and orders, including without limitation all authorisations under the FSMA, to enable it to fulfil its obligations under or in connection with any such arrangement. (b) The provisos to Clause 3.2(a) (iCLAUSE 3.2(A)(I), (iiII) and (iiiIII) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller or HBOS plc from time to time. (c) The Mortgages Trustee and/or Funding 1 and/or Funding 2 and the Funding 1 Security Trustee and the Funding 2 Security Trustee may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) Agreement and any breach in the performance of the Services by any such sub-contractor or delegate shall, subject to the Administrator Servicer being entitled for a period of twenty (20) 20 London Business Days from receipt of any notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegateServicer.

SUB-CONTRACTS. (a) The Administrator Cash Manager may sub-contract or delegate the performance of all or any of its powers and obligations under this AgreementAgreement to any party whom it reasonably believes is capable of, and experienced in, performing the functions to be given to it provided that (but subject to Clause 3.2(b) hereinbelow): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries Issuer which, in accordance with this Agreement, are to be paid into the relevant Collection Deposit Account or any other Issuer Account, the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries Issuer that any such monies held by it or to its order are held on trust for the Beneficiaries Issuer or, following the service of an Enforcement Notice, the Security Trustee, and will be paid forthwith into the relevant Collection Deposit Account or, if applicable, any other Issuer Account, in accordance with the terms of this Agreement and the Mortgages Trust Deedother Transaction Documents; (ivii) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such the delegated Cash Management Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iiiClause 3.2(a)(i) above); and (viii) neither such sub-contracting or delegation would not cause the Mortgages TrusteeIssuer to become subject to tax anywhere other than the United Kingdom or result in the Issuer suffering any additional taxes which the Issuer would not have suffered absent such appointment. (b) The proviso in Clause 3.2(a) shall not apply: (i) to the engagement by the Cash Manager of: (A) any solicitor, accountant, or other professional adviser acting as such; (B) any documentation retention service or document storage facility; or (C) any other sub-contractor or delegate not engaged in arrangements involving or which may involve the receipt by the sub-contractor or delegate of monies belonging to the Issuer which, in accordance with this Agreement, are to be paid into any Issuer Account; or (ii) to any delegation to or appointment of any Subsidiary of the Cash Manager. (c) The Issuer or the Security Trustee may by notice in writing require the Cash Manager to assign to the Issuer or, following the service of an Enforcement Notice, the Security Trustee (if it so requires) any rights which the Cash Manager may have against any sub-contractor or delegate arising from the performance of services by such person relating to any matter contemplated by this Agreement and the Cash Manager acknowledges that such rights assigned to the Issuer or the Security Trustee will be exercised by the Issuer or the Security Trustee subject to the terms of this Agreement and the other Transaction Documents. (d) Notwithstanding any sub-contracting or delegation of the performance of its obligations under this Agreement and subject to Clause 3.4 (Reliance on advisers), the Cash Manager shall not thereby be released or discharged from any liability hereunder and shall remain responsible for the performance of all of the obligations of the Cash Manager under this Agreement, and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Cash Management Services shall not affect the Cash Manager's obligations under this Agreement and any breach in the performance of the Cash Management Services by such sub-contractor or delegate shall, subject to the Cash Manager being entitled for a period of 20 Business Days from receipt of any notice of such breach from the Issuer or, following the service of an Enforcement Notice, the Security Trustee to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Cash Manager. (e) Neither the Security Trustee nor the Beneficiaries Issuer shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause Section 3.2(b) herein)): (i) the prior written consent of the Mortgages Guarantor and the Bond Trustee and Funding to the proposed arrangement (including, if Funding considers the Guarantor and the Bond Trustee consider it necessary after consulting with the Security Trusteenecessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted which consent shall not be unreasonably withheld, and written notification of such sub- contracting or delegation has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan and Related Security Files and/or Title Deeds relating to the Mortgage Covered Bond Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding the Guarantor and the Security Trustee Bond Trustee, acting reasonably, to the effect that any such Mortgage Loan Files and/or Title Deeds (other than with respect to Seller Retained Loans) are and will be held to the order of the Mortgages Guarantor and the Bond Trustee (or as trustee for the Beneficiaries)Guarantor and the Bond Trustee shall otherwise direct; (iii) where the arrangements involve or may involve the receipt by the sub-sub- contractor or delegate of monies belonging to the Beneficiaries whichGuarantor, in accordance with this Agreement, are to be paid into the relevant Collection Account, Agreement the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries Guarantor (or the Cash Manager on its behalf) that any such monies held by it or to its order are held on in trust for the Beneficiaries Guarantor (and, with respect to Seller Retained Loans, for the Seller or other beneficial owner (or owner)) and will be paid forthwith and in any event within five Canadian Business Days (inclusive of any cure periods that may otherwise be applicable) to (A) the Cash Manager prior to a downgrade in the ratings of the Cash Manager by one or more Rating Agencies below the Cash Management Deposit Ratings, (B) the Servicer, prior to a downgrade in the ratings of the Servicer by one or more Rating Agencies below the Servicer Deposit Threshold Ratings, and following any such downgrade, into the relevant Collection GIC Account, or (C) following any such downgrade referred to in (A) or (B) above, or the occurrence of a Covered Bond Guarantee Activation Event, as applicable, into the GIC Account (or, as applicable, the Standby GIC Account) or the Transaction Account (or, as applicable, the Standby Transaction Account) as applicable, in accordance with the terms provisions of this Agreement, the Mortgages Trust DeedCash Management Agreement, the Guarantor Agreement, the Bank Account Agreement (or, as applicable, the Standby Bank Account Agreement) and/or the Security Agreement; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Covered Bond Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Bond Trustee nor the Beneficiaries Guarantor shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (iSection 3.2(a)(i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary other member of the Seller HSBC Group from time to time. (c) The Mortgages Trustee and/or Funding Guarantor and the Security Bond Trustee may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee Guarantor any rights which the Administrator Servicer may have against any sub-sub- contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee Guarantor will be exercised by the Mortgages Trustee as trustee for the Beneficiaries Guarantor subject to the terms of the Mortgages Trust DeedGuarantor Agreement, the Security Agreement and the Security Sharing Agreement. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-sub- contractor or delegate of any of the Services shall not affect the Administrator's Servicer’s obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

SUB-CONTRACTS. (a) The Administrator may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Account, the sub-sub- contractor or delegate has executed a declaration in writing acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into the relevant Collection Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Trustee nor the Beneficiaries shall have any liability for any costs, charges or expenses payable to or incurred by such sub-sub- contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-sub- contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-sub- contractor or delegate.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause Section 3.2(b) herein)): (i) the prior written consent of the Mortgages Guarantor LP and the Bond Trustee and Funding to the proposed arrangement (including, if Funding considers the Guarantor LP and the Bond Trustee consider it necessary after consulting with the Security Trusteenecessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted which consent shall not be unreasonably withheld, and written notification of such sub-contracting or delegation has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan and Related Security Files and/or Title Deeds relating to the Mortgage Covered Bond Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding the Guarantor LP and the Security Trustee Bond Trustee, acting reasonably, to the effect that any such Mortgage Loan and Related Security Files and/or Title Deeds are and will be held to the order of the Mortgages Guarantor LP and the Bond Trustee (or as trustee for the Beneficiaries)Guarantor LP and the Bond Trustee shall otherwise direct; (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries Guarantor LP which, in accordance with this Agreement, are to be paid into the relevant Collection Account, Agreement the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries Guarantor LP(or the Cash Manager on its behalf) that any such monies held by it or to its order are held on in trust for the Beneficiaries Guarantor LP and will be paid forthwith to the Cash Manager prior to a downgrade in the ratings of the Cash Manager by the Rating Agencies below the Cash Management Deposit Ratings and following a downgrade of the ratings of the Cash Manager by the Rating Agencies below the Cash Management Deposit Ratings into the relevant Collection Account in accordance with the terms of the Mortgages Trust DeedGIC Account; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Covered Bond Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Bond Trustee nor the Beneficiaries Guarantor LP shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (iSection 3.2(a)(i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Servicer or the Seller from time to time. (c) The Mortgages Trustee and/or Funding Guarantor LP and the Security Bond Trustee may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee Guarantor LP any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee Guarantor LP will be exercised by the Mortgages Trustee as trustee for the Beneficiaries Guarantor LP subject to the terms of the Mortgages Trust DeedGuarantor LP Agreement and the Security Agreement. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause Section 3.2(b) herein):)): MT DOCS 14908769v9 4 Servicing Agreement (i) the prior written consent of the Mortgages Guarantor and the Bond Trustee and Funding to the proposed arrangement (including, if Funding considers the Guarantor and the Bond Trustee consider it necessary after consulting with the Security Trusteenecessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted which consent shall not be unreasonably withheld, and written notification of such sub- contracting or delegation has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan and Related Security Files and/or Title Deeds relating to the Mortgage Covered Bond Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding the Guarantor and the Security Trustee Bond Trustee, acting reasonably, to the effect that any such Mortgage Loan Files and/or Title Deeds (other than with respect to Seller Retained Loans) are and will be held to the order of the Mortgages Guarantor and the Bond Trustee (or as trustee for the Beneficiaries)Guarantor and the Bond Trustee shall otherwise direct; (iii) where the arrangements involve or may involve the receipt by the sub-sub- contractor or delegate of monies belonging to the Beneficiaries whichGuarantor, in accordance with this Agreement, are to be paid into the relevant Collection Account, Agreement the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries Guarantor (or the Cash Manager on its behalf) that any such monies held by it or to its order are held on in trust for the Beneficiaries Guarantor (and, with respect to Seller Retained Loans, for the Seller or other beneficial owner (or owner)) and will be paid forthwith and in any event within five Canadian Business Days (inclusive of any cure periods that may otherwise be applicable) to (A) the Cash Manager prior to a downgrade in the ratings of the Cash Manager by one or more Rating Agencies below the Cash Management Deposit Ratings, (B) the Servicer, prior to a downgrade in the ratings of the Servicer by one or more Rating Agencies below the Servicer Deposit Threshold Ratings, and following any such downgrade, into the relevant Collection GIC Account, or (C) following any such downgrade referred to in (A) or (B) above, or the occurrence of a Covered Bond Guarantee Activation Event, as applicable, into the GIC Account (or, as applicable, the Standby GIC Account) or the Transaction Account (or, as applicable, the Standby Transaction Account) as applicable, in accordance with the terms provisions of this Agreement, the Mortgages Trust DeedCash Management Agreement, the Guarantor Agreement, the Bank Account Agreement (or, as applicable, the Standby Bank Account Agreement) and/or the Security Agreement; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Covered Bond Portfolio or any amount referred to in (iii) above); andand MT DOCS 14908769v9 5 Servicing Agreement (v) neither the Mortgages Trustee, the Security Bond Trustee nor the Beneficiaries Guarantor shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (iSection 3.2(a)(i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary other member of the Seller HSBC Group from time to time. (c) The Mortgages Trustee and/or Funding Guarantor and the Security Bond Trustee may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee Guarantor any rights which the Administrator Servicer may have against any sub-sub- contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee Guarantor will be exercised by the Mortgages Trustee as trustee for the Beneficiaries Guarantor subject to the terms of the Mortgages Trust DeedGuarantor Agreement, the Security Agreement and the Security Sharing Agreement. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-sub- contractor or delegate of any of the Services shall not affect the Administrator's Servicer’s obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

SUB-CONTRACTS. (a) The Mortgage Administrator may sub-contract or delegate the performance of all or any of its powers and obligations under this AgreementAgreement to a Sub- contractor, provided that such sub-contracting or delegation would not prevent the Mortgage Administrator or the Issuer from complying in all material respects with any law, statute, judgment, decree, order, licence, authorisation, rule, order and provided further that (but subject to paragraph (b) of this Clause 3.2(b) herein3.2): (i) the prior written consent of the Mortgages Issuer or, after the delivery of an Enforcement Notice, the Trustee and Funding to the proposed arrangement (including, if Funding the Issuer or the Trustee, as applicable, considers it necessary after consulting with the Security Trusteenecessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted obtained and written notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Customer Files and/or Title Deeds (to the extent held in physical form) relating to the Mortgage Portfolio Loans for the purpose of performing any delegated Services, Mortgage Administration Services the subSub-contractor or delegate has executed an provided a written acknowledgement in writing form and substance acceptable to Funding the Issuer and the Security Trustee to the effect that any such Mortgage Loan Customer Files and/or Title Deeds (to the extent held in physical form) are and will be held to the order of the Mortgages Trustee (as trustee for Issuer or, after delivery of an Enforcement Notice, the Beneficiaries)Trustee; (iii) where the arrangements involve or may involve the receipt by the sub-Sub- contractor or delegate of monies belonging to the Beneficiaries which, Issuer which are referable to the Issuer's interest in accordance with the Originator Trust Property which are (pursuant to this Agreement, are Agreement or any other Transaction Document) to be paid into the relevant Collection Transaction Account, the subSub-contractor or delegate has executed a declaration in writing acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into the relevant Collection Account in accordance with the terms of the Mortgages Trust DeedIssuer; (iv) any such subSub-contractor or delegate has executed a written waiver of any Security Interest Encumbrance arising in connection with such delegated Mortgage Administration Services (to the extent that such Security Interest Encumbrance relates to the Mortgage Portfolio or any amount referred to in (iii) above); and; (v) where any Sub-contractor holds any assets of the Issuer and/or the Trustee, as the case may be, it will acknowledge the Issuer's and/or the Trustee's ownership of such assets, as the case may be, and the creation of the Security; (vi) neither the Mortgages TrusteeOriginator Beneficiary, the Security Trustee Issuer nor the Beneficiaries Trustee shall have any liability for any costs, charges charges, fees or expenses payable to or incurred by such subSub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement; (vii) any such Sub-contractor shall have confirmed to the Mortgage Administrator, the Issuer and the Trustee that it has, and shall maintain, all requisite consents, authorisations, approvals, licences, and orders, including without limitation the necessary authorisations and permissions under the FSMA and the DPA Registration, to enable it to fulfil its obligations under or in connection with any such arrangement; (viii) the Mortgage Administrator uses reasonable skill and care in the selection of such Sub-contractor; and (ix) the Mortgage Administrator procures that such Sub-contractor complies with all reasonable directions of the Issuer or the Trustee. (b) The provisos to proviso in paragraph (a)(i) of Clause 3.2(a) (i), (ii) and (iii) herein 3.2 shall not apply: (i) to the engagement by the Mortgage Administrator of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellorsheriff officer, field agent, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Mortgage Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Mortgage Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller WBBS from time to time. (c) The Mortgages Trustee Issuer and/or Funding and the Security Trustee may by notice in writing require the Mortgage Administrator to assign to the Mortgages Trustee Issuer any rights which the Mortgage Administrator may have against any subSub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Mortgage Administrator acknowledges that such rights assigned to the Mortgages Trustee Issuer will be exercised by the Mortgages Trustee as trustee for the Beneficiaries Issuer subject to the terms of the Mortgages Trust DeedTransaction Documents. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: Agreement (i) including any delegation pursuant to Clause 17 (Delegation)), the Mortgage Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Mortgage Administrator under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any subSub-contractor or delegate of any of the Mortgage Administration Services shall not affect the Mortgage Administrator's obligations under this Agreement; (iv) Agreement and any breach in the performance of the Mortgage Administration Services by any subsuch Sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, shall be treated as a breach of this Agreement by the Mortgage Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

SUB-CONTRACTS. (a) 3.2.1 The Administrator Servicer may sub-contract or delegate (each such sub-contractor or delegate being sometimes referred to in this Section 3.2 as a “Subservicer” and collectively, the “Subservicers”) the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) hereinSection 3.2.2): (i) 3.2.1.1 the prior written consent of the Mortgages Guarantor and the Bond Trustee and Funding to the proposed arrangement (including, if Funding considers the Guarantor and the Bond Trustee consider it necessary after consulting with the Security Trusteenecessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted which consent shall not be unreasonably withheld, and written notification of such sub-contracting or delegation has been given to each of the Rating Agencies; (ii) 3.2.1.2 where the arrangements involve the custody or control of any Mortgage Loan and Related Security Files and/or Title Deeds relating to the Mortgage Covered Bond Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding the Guarantor and the Security Trustee Bond Trustee, acting reasonably, to the effect that any such Mortgage Loan and Related Security Files and/or Title Deeds (other than with respect to Originator Retained Loans) are and will be held to the order of the Mortgages Guarantor and the Bond Trustee (or as trustee for the Beneficiaries)Guarantor and the Bond Trustee shall otherwise direct; (iii) 3.2.1.3 where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection AccountGuarantor, the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries Guarantor (or the Cash Manager on its behalf) that any such monies held by it or to its order are held on in trust or as mandatary and agent for the Beneficiaries Guarantor (and, with respect to Originator Retained Loans, for the related Originator or a Versatile Purchaser) and will be paid forthwith to (a) the Cash Manager prior to a downgrade in the ratings of the Cash Manager by one or more Rating Agencies below the Cash Management Deposit Ratings, (b) the Servicer, prior to the downgrade in the ratings of the Servicer by one or more Rating Agencies below the Servicer Deposit Threshold Ratings, or (c) following any such downgrade referred to in (a) or (b) above, or the occurrence of a Covered Bond Guarantee Activation Event, as applicable, into the relevant Collection GIC Account (or, as applicable, the Standby GIC Account) or the Transaction Account (or, as applicable, the Standby Transaction Account), as applicable, in accordance with the terms provisions of this Agreement, the Mortgages Trust DeedCash Management Agreement, the Limited Partnership Agreement, the Account Agreement or, as applicable, the Standby Account Agreement and/or, as applicable, the Security Agreement; (iv) 3.2.1.4 any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Covered Bond Portfolio or any amount referred to in (iii) Section 3.2.1.3 above); and; (v) 3.2.1.5 neither the Mortgages Trustee, the Security Bond Trustee nor the Beneficiaries Guarantor shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement.; and (b) The provisos to Clause 3.2(a) (i)3.2.1.6 For greater clarity, (ii) and (iii) herein shall not apply: so long as (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such a Subservicer is in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection compliance with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.Section

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that PROVIDED THAT (but subject to Clause 3.2(b) herein)): (i) the prior written consent of the Mortgages Trustee Funding Companies and the Funding Security Trustees to the proposed arrangement (including, if the Funding considers Companies and the Funding Security Trustees consider it necessary after consulting with the Security Trusteenecessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted obtained and written notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Customer Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to the Mortgages Trustee (as directed by the Funding and the Security Trustee Companies) to the effect that any such Mortgage Loan Customer Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee or such entity (as trustee for the Beneficiaries)) as the Mortgages Trustee shall direct; (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into (as applicable) the Mortgages Trustee GIC Account, the Funding 1 GIC Account, the Funding 1 Transaction Account (or the relevant Collection Accountaccounts of each Further Funding Company), the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into (as applicable) the Mortgages Trustee GIC Account, the Funding 1 GIC Account, the Funding 1 Transaction Account (or the relevant Collection Account accounts of each Further Funding Company), in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in paragraph (iii) above); and; (v) neither the Mortgages TrusteeFunding Security Trustees, the Security Trustee Funding Companies nor the Beneficiaries Mortgages Trustee shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement; and (vi) any such sub-contractor or delegate shall have confirmed to the Servicer, the Funding Companies and the Funding Security Trustees that it has, and shall maintain, all requisite consents, authorisations, approvals, licenses and orders, including without limitation any necessary registrations under the Data Protection Act authorisations and permissions under FSMA, to enable it to fulfil its obligations under or in connection with any such arrangement. (b) The provisos to Clause 3.2(a) (i3.2(a)(i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or; (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property; or (C) any documentation retention service or document storage facility (whether physical or electronic), in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to or appointment of any wholly-owned subsidiary of the Seller Santander UK plc from time to time. (c) The Mortgages Trustee and/or the Funding Companies and the Funding Security Trustee Trustees may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-sub- contractor or delegate of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) Agreement and any breach in the performance of the Services by any such sub-contractor or delegate shall, subject to the Administrator Servicer being entitled for a period of twenty (20) 20 London Business Days from receipt of any notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegateServicer.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that such sub-contracting or delegation would not prevent the Servicer, the Mortgages Trustee, Funding 1 or Funding 2 from complying in all material respects with any law, statute, judgment, decree, order, licence, authorisation, rule, order and provided further that (but subject to Clause 3.2(b) herein)): (i) the prior written consent of Funding 1, Funding 2, the Mortgages Funding 1 Security Trustee and the Funding 2 Security Trustee to the proposed arrangement (including, if Funding considers 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee consider it necessary after consulting with the Security Trusteenecessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted obtained and written notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Customer Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee to the effect that any such Mortgage Loan Customer Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Mortgages Trustee GIC Account, the sub-sub- contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into into, as applicable, the relevant Collection Account Mortgages Trustee GIC Account, in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and; (v) neither the Funding 1 Security Trustee, the Funding 2 Security Trustee, the Mortgages Trustee, the Security Trustee Funding 1 nor the Beneficiaries Funding 2 shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement; and (vi) any such sub-contractor or delegate shall have confirmed to the Servicer, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee that it has, and shall maintain, all requisite consents, authorisations, approvals, licences, and orders, including without limitation all authorisations under the FSMA, to enable it to fulfil its obligations under or in connection with any such arrangement. (b) The provisos to Clause 3.2(a) (i3.2(a)(i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller Seller, Lloyds Bank plc or Bank of Scotland plc from time to time. (c) The Mortgages Trustee and/or Funding 1 and/or Funding 2 and the Funding 1 Security Trustee and the Funding 2 Security Trustee may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) Agreement and any breach in the performance of the Services by any such sub-contractor or delegate shall, subject to the Administrator Servicer being entitled for a period of twenty (20) 20 London Business Days from receipt of any notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegateServicer.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that such sub-contracting or delegation would not prevent the Servicer, the Mortgages Trustee, Funding 1 or Funding 2 from complying in all material respects with any law, statute, judgment, decree, order, licence, authorisation, rule, order and provided further that (but subject to Clause 3.2(b) herein)): (i) the prior written consent of Funding 1, Funding 2, the Mortgages Funding 1 Security Trustee and the Funding 2 Security Trustee to the proposed arrangement (including, if Funding considers 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee consider it necessary after consulting with the Security Trusteenecessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted obtained and written notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Customer Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee to the effect that any such Mortgage Loan Customer Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account and/or the Funding 2 GIC Account, the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into into, as applicable, the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account and/or the Funding 2 GIC Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and; (v) neither the Funding 1 Security Trustee, the Funding 2 Security Trustee, the Mortgages Trustee, the Security Trustee Funding 1 nor the Beneficiaries Funding 2 shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement; and (vi) any such sub-contractor or delegate shall have confirmed to the Servicer, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee that it has, and shall maintain, all requisite consents, authorisations, approvals, licences, and orders, including without limitation all authorisations under the FSMA, to enable it to fulfil its obligations under or in connection with any such arrangement. (b) The provisos to Clause 3.2(a) (i3.2(a)(i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller or HBOS plc from time to time. (c) The Mortgages Trustee and/or Funding 1 and/or Funding 2 and the Funding 1 Security Trustee and the Funding 2 Security Trustee may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) Agreement and any breach in the performance of the Services by any such sub-contractor or delegate shall, subject to the Administrator Servicer being entitled for a period of twenty (20) 20 London Business Days from receipt of any notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegateServicer.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause Section 3.2(b) herein)): (i) the prior written consent of the Mortgages Guarantor LP and the Bond Trustee and Funding to the proposed arrangement (including, if Funding considers the Guarantor LP and the Bond Trustee consider it necessary after consulting with the Security Trusteenecessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted which consent shall not be unreasonably withheld, and written notification of such sub-contracting or delegation has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan and Related Security Files and/or Title Deeds relating to the Mortgage Covered Bond Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding the Guarantor LP and the Security Trustee Bond Trustee, acting reasonably, to the effect that any such Mortgage Loan and Related Security Files and/or Title Deeds are and will be held to the order of the Mortgages Guarantor LP and the Bond Trustee (or as trustee for the Beneficiaries)Guarantor LP and the Bond Trustee shall otherwise direct; (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries Guarantor LP which, in accordance with this Agreement, are to be paid into the relevant Collection Account, Agreement the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries Guarantor LP(or the Cash Manager on its behalf) agreeing that any such monies held by it or to its order are (A) held in trust on trust behalf of the Servicer for the Beneficiaries Guarantor LP; and will be (B) paid forthwith into the relevant Collection Account in accordance with the terms on behalf of the Mortgages Trust DeedServicer to the Cash Manager or the GIC Account, as applicable, in each case on the same terms, mutatis mutandis, as such monies are to be held by the Servicer pursuant to Section 5.4 and that such sub-contractor will comply, on behalf of the Servicer, with Section 5.4, mutatis mutandis with respect to such monies; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Covered Bond Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Bond Trustee nor the Beneficiaries Guarantor LP shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (iSection 3.2(a)(i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Servicer or the Seller from time to time. (c) The Mortgages Trustee and/or Funding Guarantor LP and the Security Bond Trustee may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee Guarantor LP any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee Guarantor LP will be exercised by the Mortgages Trustee as trustee for the Beneficiaries Guarantor LP subject to the terms of the Mortgages Trust DeedGuarantor LP Agreement and the Security Agreement. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) . For greater certainty, any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any of its obligations hereunder will to the extent such sub-contractor or delegatebreach, if committed by the Servicer would constitute a Servicer Termination Event and/or Servicer Event of Default, constitute a Servicer Termination Event and/or Servicer Event of Default, as applicable, in respect of the Servicer.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause CLAUSE 3.2(b) herein)): (i) the prior written consent of Funding 1 and the Mortgages Security Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with 1 and the Security TrusteeTrustee consider it necessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted obtained and written notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Customer Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding 1 and the Security Trustee to the effect that any such Mortgage Loan Customer Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account, the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into into, as applicable, the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Security Trustee, the Security Mortgages Trustee nor the Beneficiaries Funding 1 shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (iCLAUSE 3.2(a)(I), (iiII) and (iiiIII) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller or HBOS plc from time to time. (c) The Mortgages Trustee and/or Funding 1 and the Security Trustee may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) Agreement and any breach in the performance of the Services by any such sub-contractor or delegate shall, subject to the Administrator Servicer being entitled for a period of twenty (20) 20 London Business Days from receipt of any notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegateServicer.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause Section 3.2(b) herein)): (i) the prior written consent of the Mortgages Guarantor and the Bond Trustee and Funding to the proposed arrangement (including, if Funding considers the Guarantor and the Bond Trustee consider it necessary after consulting with the Security Trusteenecessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted which consent shall not be unreasonably withheld, and written notification of such sub- contracting or delegation has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan and Related Security Files and/or Title Deeds relating to the Mortgage Covered Bond Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding the Guarantor and the Security Trustee Bond Trustee, acting reasonably, to the effect that any such Mortgage Loan Files and/or Title Deeds (other than with respect to Seller Retained Loans) are and will be held to the order of the Mortgages Guarantor and the Bond Trustee (or as trustee for the Beneficiaries)Guarantor and the Bond Trustee shall otherwise direct; (iii) where the arrangements involve or may involve the receipt by the sub-sub- contractor or delegate of monies belonging to the Beneficiaries Guarantor which, in accordance with this Agreement, are to be paid into the relevant Collection Account, Agreement the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries Guarantor (or the Cash Manager on its behalf) that any such monies held by it or to its order are held on in trust for the Beneficiaries Guarantor (and, with respect to Seller Retained Loans, for the relevant Seller or other beneficial owner (or owner)) and will be paid forthwith and in any event within 5 Canadian Business Days (inclusive of any cure periods that may otherwise be applicable) to (A) the Cash Manager prior to a downgrade in the ratings of the Cash Manager by one or more Rating Agencies below the Cash Management Deposit Ratings, (B) the Servicer, prior to a downgrade in the ratings of the Servicer by one or more Rating Agencies below the Servicer Deposit Threshold Ratings, and following any such downgrade, into the relevant Collection GIC Account, or (C) following any such downgrade referred to in (A) or (B) above, or the occurrence of a Covered Bond Guarantee Activation Event, as applicable, into the GIC Account (or, as applicable, the Standby GIC Account) or the Transaction Account (or, as applicable, the Standby Transaction Account), as applicable, in accordance with the terms provisions of this Agreement, the Mortgages Trust DeedCash Management Agreement, the Guarantor Agreement, the Bank Account Agreement (or, as applicable, the Standby Bank Account Agreement) and/or the Security Agreement; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Covered Bond Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Bond Trustee nor the Beneficiaries Guarantor shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (iSection 3.2(a)(i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Servicer or the Seller from time to time. (c) The Mortgages Trustee and/or Funding Guarantor and the Security Bond Trustee may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee Guarantor any rights which the Administrator Servicer may have against any sub-sub- contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee Guarantor will be exercised by the Mortgages Trustee as trustee for the Beneficiaries Guarantor subject to the terms of the Mortgages Trust DeedGuarantor Agreement, the Security Agreement and the Security Sharing Agreement. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's Servicer’s obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause Section 3.2(b) herein)): (i) the prior written consent of the Mortgages Guarantor and the Bond Trustee and Funding to the proposed arrangement (including, if Funding considers the Guarantor and the Bond Trustee consider it necessary after consulting with the Security Trusteenecessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted which consent shall not be unreasonably withheld, and written notification of such sub- contracting or delegation has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan and Related Security Files and/or Title Deeds relating to the Mortgage Covered Bond Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding the Guarantor and the Security Trustee Bond Trustee, acting reasonably, to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Guarantor and the Bond Trustee (or as trustee for the Beneficiaries)Guarantor and the Bond Trustee shall otherwise direct; (iii) where the arrangements involve or may involve the receipt by the sub-sub- contractor or delegate of monies belonging to the Beneficiaries Guarantor which, in accordance with this Agreement, are to be paid into the relevant Collection Account, Agreement the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries Guarantor (or the Cash Manager on its behalf) that any such monies held by it or to its order are held on in trust for the Beneficiaries Guarantor and will be paid forthwith to (A) the Cash Manager prior to a downgrade in the ratings of the Cash Manager by the Rating Agencies below the Cash Management Deposit Ratings, or (B) the Servicer, prior to a downgrade in the ratings of the Servicer by the Rating Agencies below the Servicer Deposit Threshold Ratings, and following any such downgrade, into the relevant Collection Account in accordance with the terms of the Mortgages Trust DeedGDA Account; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Covered Bond Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Bond Trustee nor the Beneficiaries Guarantor shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (iSection 3.2(a)(i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Servicer or the Seller from time to time. (c) The Mortgages Trustee and/or Funding Guarantor and the Security Bond Trustee may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee Guarantor any rights which the Administrator Servicer may have against any sub-sub- contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee Guarantor will be exercised by the Mortgages Trustee as trustee for the Beneficiaries Guarantor subject to the terms of the Mortgages Trust DeedGuarantor Agreement and the Security Agreement. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's Servicer’s obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

SUB-CONTRACTS. ‌ (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause Section 3.2(b) herein)): (i) the prior written consent of the Mortgages Guarantor and the Bond Trustee and Funding to the proposed arrangement (including, if Funding considers the Guarantor and the Bond Trustee consider it necessary after consulting with the Security Trusteenecessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted which consent shall not be unreasonably withheld, and written notification of such sub- contracting or delegation has been given to each of the Rating Agencies;Agencies;‌ (ii) where the arrangements involve the custody or control of any Mortgage Loan and Related Security Files and/or Title Deeds relating to the Mortgage Covered Bond Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding the Guarantor and the Security Trustee Bond Trustee, acting reasonably, to the effect that any such Mortgage Loan Files and/or Title Deeds (other than with respect to Seller Retained Loans) are and will be held to the order of the Mortgages Guarantor and the Bond Trustee (or as trustee for the Beneficiaries);Guarantor and the Bond Trustee shall otherwise direct;‌ (iii) where the arrangements involve or may involve the receipt by the sub-sub- contractor or delegate of monies belonging to the Beneficiaries whichGuarantor, in accordance with this Agreement, are to be paid into the relevant Collection Account, Agreement the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries Guarantor (or the Cash Manager on its behalf) that any such monies held by it or to its order are held on in trust for the Beneficiaries Guarantor (and, with respect to Seller Retained Loans, for the Seller or other beneficial owner (or owner)) and will be paid forthwith and in any event within five Canadian Business Days (inclusive of any cure periods that may otherwise be applicable) to (A) the Cash Manager prior to a downgrade in the ratings of the Cash Manager by one or more Rating Agencies below the Cash Management Deposit Ratings, (B) the Servicer, prior to a downgrade in the ratings of the Servicer by one or more Rating Agencies below the Servicer Deposit Threshold Ratings, and following any such downgrade, into the relevant Collection GIC Account, or (C) following any such downgrade referred to in (A) or (B) above, or the occurrence of a Covered Bond Guarantee Activation Event, as applicable, into the GIC Account (or, as applicable, the Standby GIC Account) or the Transaction Account (or, as applicable, the Standby Transaction Account) as applicable, in accordance with the terms provisions of this Agreement, the Mortgages Trust Deed;Cash Management Agreement, the Guarantor Agreement, the Bank Account Agreement (or, as applicable, the Standby Bank Account Agreement) and/or the Security Agreement;‌ (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Covered Bond Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Bond Trustee nor the Beneficiaries Guarantor shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (iSection 3.2(a)(i), (ii) and (iii) herein shall not apply:apply:‌ (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned other subsidiary of the Seller Servicer from time to time. (c) The Mortgages Trustee and/or Funding Guarantor and the Security Bond Trustee may may, by giving notice in writing, require the Administrator Servicer to assign to the Mortgages Trustee Guarantor any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee Guarantor will be exercised by the Mortgages Trustee as trustee for the Beneficiaries Guarantor subject to the terms of the Mortgages Trust DeedGuarantor Agreement, the Security Agreement and the Security Sharing Agreement. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-sub- contractor or delegate of any of the Services shall not affect the Administrator's Servicer’s obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that such sub-contracting or delegation would not prevent the Servicer, the Mortgages Trustee or Funding 1 from complying in all material respects with any law, statute, judgment, decree, order, licence, authorisation, rule, order and provided further that (but subject to Clause 3.2(b) hereinCLAUSE 3.2(B)): (i) the prior written consent of Funding 1 and the Mortgages Security Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with 1 and the Security TrusteeTrustee consider it necessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted obtained and written notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Customer Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding 1 and the Security Trustee to the effect that any such Mortgage Loan Customer Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account, the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into into, as applicable, the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and; (v) neither the Mortgages Security Trustee, the Security Mortgages Trustee nor the Beneficiaries Funding 1 shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement; and (vi) any such sub-contractor or delegate shall have confirmed to the Servicer, Funding 1 and the Security Trustee that it has, and shall maintain, all requisite consents, authorisations, approvals, licences, and orders, including without limitation all authorisations under the FSMA, to enable it to fulfil its obligations under or in connection with any such arrangement. (b) The provisos to Clause 3.2(a) (iCLAUSE 3.2(A)(I), (iiII) and (iiiIII) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller or HBOS plc from time to time. (c) The Mortgages Trustee and/or Funding 1 and the Security Trustee may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) Agreement and any breach in the performance of the Services by any such sub-contractor or delegate shall, subject to the Administrator Servicer being entitled for a period of twenty (20) 20 London Business Days from receipt of any notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegateServicer.

SUB-CONTRACTS. (a) The Administrator Cash Manager may sub-contract or delegate the performance of all or any of its powers and obligations under this AgreementAgreement to any party whom it reasonably believes is capable of, and experienced in, performing the functions to be given to it provided that (but subject to Clause 3.2(b) hereinbelow): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries Issuer which, in accordance with this Agreement, are to be paid into the relevant Collection AccountGIC Account or the Swap Collateral Account(s) (if any), the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries Issuer that any such monies held by it or to its order are held on trust for the Beneficiaries Issuer or, following the service of a Note Acceleration Notice, the Security Trustee and will be paid forthwith into the relevant Collection GIC Account or the Swap Collateral Account(s) (if any) in accordance with the terms of this Agreement and the Mortgages Trust Deed;other Transaction Documents; and (ivii) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Cash Management Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iiii) above); and. (vb) neither The proviso in Clause 3.2(a)(i) shall not apply: (i) to the Mortgages engagement by the Cash Manager of: (A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed conveyancer, qualified conveyancer or other professional adviser acting as such; (B) any documentation retention service or document storage facility; (C) any locksmith, builder or other contractor acting as such in relation to a Property; or (D) any other sub-contractor or delegate not engaged in arrangements involving or which may involve the receipt by the sub-contractor or delegate of monies belonging to the Issuer which, in accordance with this Agreement, are to be paid into the GIC Account, in any such case being a person or persons whom the Cash Manager would be willing to appoint in respect of its own loans or any other loans owned by the Seller in connection with the performance by the Cash Manager of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to or appointment of any company within the YBS Group. (c) The Issuer and the Security Trustee may by notice in writing require the Cash Manager to assign to the Issuer or, following the service of a Note Acceleration Notice, the Security Trustee (if it so requires) any rights which the Cash Manager may have against any sub-contractor or delegate arising from the performance of services by such person relating to any matter contemplated by this Agreement and the Cash Manager acknowledges that such rights assigned to the Issuer or the Security Trustee, as applicable, will be exercised by the Issuer or the Security Trustee, as applicable, subject to the terms of this Agreement and the other Transaction Documents. (d) Notwithstanding any sub-contracting or delegation of the performance of its obligations under this Agreement, the Cash Manager shall not thereby be released or discharged from any liability hereunder and shall remain responsible for the performance of all of the obligations of the Cash Manager under this Agreement, and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Cash Management Services shall not affect the Cash Manager's obligations under this Agreement and any breach in the performance of the Cash Management Services by such sub-contractor or delegate shall, subject to the Cash Manager being entitled for a period of twenty (20) Business Days from receipt of any notice of such breach from the Issuer or the Security Trustee to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Cash Manager. (e) Neither the Security Trustee nor the Beneficiaries Issuer shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that such sub-contracting or delegation would not prevent the Servicer, the Mortgages Trustee, Funding 1 or Funding 2 from complying in all material respects with any law, statute, judgment, decree, order, licence, authorisation, rule, order and provided further that (but subject to Clause 3.2(b) herein)): (i) the prior written consent of Funding 1, Funding 2, the Mortgages Funding 1 Security Trustee and the Funding 2 Security Trustee to the proposed arrangement (including, if Funding considers 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee consider it necessary after consulting with the Security Trusteenecessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted obtained and written notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Customer Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee to the effect that any such Mortgage Loan Customer Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Mortgages Trustee GIC Account, the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into into, as applicable, the relevant Collection Mortgages Trustee GIC Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and; (v) neither the Funding 1 Security Trustee, the Funding 2 Security Trustee, the Mortgages Trustee, the Security Trustee Funding 1 nor the Beneficiaries Funding 2 shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement; and (vi) any such sub-contractor or delegate shall have confirmed to the Servicer, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee that it has, and shall maintain, all requisite consents, authorisations, approvals, licences, and orders, including without limitation all authorisations under the FSMA, to enable it to fulfil its obligations under or in connection with any such arrangement. (b) The provisos to Clause 3.2(a) (i3.2(a)(i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller or HBOS plc from time to time. (c) The Mortgages Trustee and/or Funding 1 and/or Funding 2 and the Funding 1 Security Trustee and the Funding 2 Security Trustee may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) Agreement and any breach in the performance of the Services by any such sub-contractor or delegate shall, subject to the Administrator Servicer being entitled for a period of twenty (20) 20 London Business Days from receipt of any notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegateServicer.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that such sub-contracting or delegation would not prevent the Servicer, the Mortgages Trustee or Funding 1 from complying in all material respects with any law, statute, judgment, decree, order, licence, authorisation, rule, order and provided further that (but subject to Clause 3.2(b) hereinCLAUSE 3.2(B)): (i) the prior written consent of Funding 1 and the Mortgages Security Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with 1 and the Security TrusteeTrustee consider it necessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted obtained and written notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Customer Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding 1 and the Security Trustee to the effect that any such Mortgage Loan Customer Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account, the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into into, as applicable, the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and; (v) neither the Mortgages Security Trustee, the Security Mortgages Trustee nor the Beneficiaries Funding 1 shall have any liability for any costs, charges or expenses payable to or incurred by such sub-sub contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement; and (vi) any such sub-contractor or delegate shall have confirmed to the Servicer that it has, and shall maintain, all requisite consents, authorisations, approvals, licences, and orders, including without limitation all authorisations under the FSMA, to enable it to fulfil its obligations under or in connection with any such arrangement. (b) The provisos to Clause 3.2(a) (iCLAUSE 3.2(A)(I), (iiII) and (iiiIII) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller or HBOS plc from time to time. (c) The Mortgages Trustee and/or Funding 1 and the Security Trustee may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) Agreement and any breach in the performance of the Services by any such sub-contractor or delegate shall, subject to the Administrator Servicer being entitled for a period of twenty (20) 20 London Business Days from receipt of any notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegateServicer.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause CLAUSE 3.2(b) herein)): (i) the prior written consent of Funding 1 and the Mortgages Security Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with 1 and the Security TrusteeTrustee consider it necessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted obtained and written notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Customer Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding 1 and the Security Trustee to the effect that any such Mortgage Loan Customer Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account, the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into into, as applicable, the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Security Trustee, the Security Mortgages Trustee nor the Beneficiaries Funding 1 shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (iCLAUSE 3.2(a)(i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller or HBOS plc from time to time. (c) The Mortgages Trustee and/or Funding 1 and the Security Trustee may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) Agreement and any breach in the performance of the Services by any such sub-contractor or delegate shall, subject to the Administrator Servicer being entitled for a period of twenty (20) 20 London Business Days from receipt of any notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegateServicer.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that PROVIDED THAT (but subject to Clause 3.2(b) herein)): (i) the prior written consent of the Mortgages Trustee Funding Companies and the Funding Security Trustees to the proposed arrangement (including, if the Funding considers Companies and the Funding Security Trustees consider it necessary after consulting with the Security Trusteenecessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted obtained and written notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Customer Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to the Mortgages Trustee (as directed by the Funding and the Security Trustee Companies) to the effect that any such Mortgage Loan Customer Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee or such entity (as trustee for the Beneficiaries)) as the Mortgages Trustee shall direct; (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into (as applicable) a Mortgages Trustee Bank Account, the Funding 1 GIC Account, the Funding 1 Transaction Account (or the relevant Collection Accountaccounts of each Further Funding Company), the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into (as applicable) the Applicable Mortgages Trustee Bank Account, the Funding 1 GIC Account, the Funding 1 Transaction Account (or the relevant Collection Account accounts of each Further Funding Company), in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and; (v) neither the Mortgages TrusteeFunding Security Trustees, the Security Trustee Funding Companies nor the Beneficiaries Mortgages Trustee shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement; and (vi) any such sub-contractor or delegate shall have confirmed to the Servicer, the Funding Companies and the Funding Security Trustees that it has, and shall maintain, all requisite consents, authorisations, approvals, licenses and orders, including without limitation any necessary registrations under the Data Protection Laws (as defined in Clause 18.1) and authorisations and permissions under the FSMA, to enable it to fulfil its obligations under or in connection with any such arrangement. (b) The provisos to Clause 3.2(a) sub-paragraphs (ia)(i), (ii) and (iii) herein of Clause 3.2 (Sub-contracts) shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to or appointment of any wholly-owned subsidiary of the Seller Santander UK from time to time. (c) The Mortgages Trustee and/or the Funding Companies and the Funding Security Trustee Trustees may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) Agreement and any breach in the performance of the Services by any such sub-contractor or delegate shall, subject to the Administrator Servicer being entitled for a period of twenty (20) 20 London Business Days from receipt of any notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegateServicer.

SUB-CONTRACTS. (a) The Administrator may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Account, the sub-sub- contractor or delegate has executed a declaration in writing acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into the relevant Collection Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Trustee nor the Beneficiaries shall have any liability for any costs, charges or expenses payable to or incurred by such sub-sub- contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-sub- contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause Section 3.2(b) herein)): (i) the prior written consent of the Mortgages Guarantor and the Bond Trustee and Funding to the proposed arrangement (including, if Funding considers the Guarantor and the Bond Trustee consider it necessary after consulting with the Security Trusteenecessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted which consent shall not be unreasonably withheld, delayed or conditioned, and written notification of such sub-contracting or delegation has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan and Related Security Files and/or Title Deeds relating to the Mortgage Covered Bond Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding the Guarantor and the Security Trustee Bond Trustee, acting reasonably, to the effect that any such Mortgage Loan Files and/or Title Deeds (other than with respect to Seller Retained Loans and Originator Retained Loans) are and will be held to the order of the Mortgages Guarantor and the Bond Trustee (or as trustee for the Beneficiaries)Guarantor and the Bond Trustee shall otherwise direct; (iii) where the arrangements involve or may involve the receipt by the sub-sub- contractor or delegate of monies belonging to the Beneficiaries whichGuarantor, in accordance with this Agreement, are to be paid into the relevant Collection Account, Agreement the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries Guarantor (or the Cash Manager on its behalf) that any such monies held by it or to its order are held on in trust for the Beneficiaries Guarantor (and, with respect to Seller Retained Loans or Originator Retained Loans, for the Seller, the Originator or other beneficial owner (or owner), as applicable) and will be paid forthwith into and in any event within five Business Days (inclusive of any cure periods that may otherwise be applicable) to (A) the relevant Collection Account Cash Manager prior to a downgrade in accordance with the terms ratings of the Mortgages Trust Deed; (iv) any such sub-contractor Cash Manager by one or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to more Rating Agencies below the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Trustee nor the Beneficiaries shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.Cash Management Deposit Ratings,

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that such sub-contracting or delegation would not prevent the Servicer, the Mortgages Trustee, Funding 1 or Funding 2 from complying in all material respects with any law, statute, judgment, decree, order, licence, authorisation, rule, order and provided further that (but subject to Clause 3.2(b) hereinCLAUSE 3.2(B)): (i) the prior written consent of Funding 1, Funding 2, the Mortgages Funding 1 Security Trustee and the Funding 2 Security Trustee to the proposed arrangement (including, if Funding considers 1 and the Funding 1 Security Trustee or Funding 2 and the Funding 2 Security Trustee consider it necessary after consulting with the Security Trusteenecessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted obtained and written notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Customer Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee to the effect that any such Mortgage Loan Customer Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account and/or the Funding 2 GIC Account, the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into into, as applicable, the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account and/or the Funding 2 GIC Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iiiIII) above); and; (v) neither the Funding 1 Security Trustee, the Funding 2 Security Trustee, the Mortgages Trustee, the Security Trustee Funding 1 nor the Beneficiaries Funding 2 shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor sub?contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement; and (vi) any such sub-contractor or delegate shall have confirmed to the Servicer, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee that it has, and shall maintain, all requisite consents, authorisations, approvals, licences, and orders, including without limitation all authorisations under the FSMA, to enable it to fulfil its obligations under or in connection with any such arrangement. (b) The provisos to Clause 3.2(a) (iCLAUSE 3.2(A)(I), (iiII) and (iiiIII) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller or HBOS plc from time to time. (c) The Mortgages Trustee and/or Funding 1 and/or Funding 2 and the Funding 1 Security Trustee and the Funding 2 Security Trustee may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) Agreement and any breach in the performance of the Services by any such sub-contractor or delegate shall, subject to the Administrator Servicer being entitled for a period of twenty (20) 20 London Business Days from receipt of any notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegateServicer.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause Section 3.2(b) herein)): (i) the prior written consent of the Mortgages Guarantor and the Bond Trustee and Funding to the proposed arrangement (including, if Funding considers the Guarantor and the Bond Trustee consider it necessary after consulting with the Security Trusteenecessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted which consent shall not be unreasonably withheld, and written notification of such sub- contracting or delegation has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan and Related Security Files and/or Title Deeds relating to the Mortgage Covered Bond Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding the Guarantor and the Security Trustee Bond Trustee, acting reasonably, to the effect that any such Mortgage Loan Files and/or Title Deeds (other than with respect to Seller Retained Loans) are and will be held to the order of the Mortgages Guarantor and the Bond Trustee (or as trustee for the Beneficiaries)Guarantor and the Bond Trustee shall otherwise direct; (iii) where the arrangements involve or may involve the receipt by the sub-sub- contractor or delegate of monies belonging to the Beneficiaries whichGuarantor, in accordance with this Agreement, are to be paid into the relevant Collection Account, Agreement the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries Guarantor (or the Cash Manager on its behalf) that any such monies held by it or to its order are held on in trust for the Beneficiaries Guarantor (and, with respect to Seller Retained Loans, for the Seller or other beneficial owner (or owner)) and will be paid forthwith and in any event within five Canadian Business Days (inclusive of any cure periods that may otherwise be applicable) to (A) the Cash Manager prior to a downgrade in the ratings of the Cash Manager by one or more Rating Agencies below the Cash Management Deposit Ratings, (B) the Servicer, prior to a downgrade in the ratings of the Servicer by one or more Rating Agencies below the Servicer Deposit Threshold Ratings, and following any such downgrade, into the relevant Collection GIC Account, or (C) following any such downgrade referred to in (A) or (B) above, or the occurrence of a Covered Bond Guarantee Activation Event, as applicable, into the GIC Account (or, as applicable, the Standby GIC Account) or the Transaction Account (or, as applicable, the Standby Transaction Account) as applicable, in accordance with the terms provisions of this Agreement, the Mortgages Trust DeedCash Management Agreement, the Guarantor Agreement, the Bank Account Agreement (or, as applicable, the Standby Bank Account Agreement) and/or the Security Agreement; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Covered Bond Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Bond Trustee nor the Beneficiaries Guarantor shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (iSection 3.2(a)(i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that PROVIDED THAT (but subject to Clause 3.2(b) herein)): (i) the prior written consent of the Mortgages Trustee Funding Companies and the Funding Security Trustees to the proposed arrangement (including, if the Funding considers Companies and the Funding Security Trustees consider it necessary after consulting with the Security Trusteenecessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted obtained and written notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Customer Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to the Mortgages Trustee (as directed by the Funding and the Security Trustee Companies) to the effect that any such Mortgage Loan Customer Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee or such entity (as trustee for the Beneficiaries)) as the Mortgages Trustee shall direct; (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into (as applicable) the Mortgages Trustee GIC Account, the Funding 1 GIC Account, the Funding 1 Transaction Account (or the relevant Collection Accountaccounts of each Further Funding Company), the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into (as applicable) the Mortgages Trustee GIC Account, the Funding 1 GIC Account, the Funding 1 Transaction Account (or the relevant Collection Account accounts of each Further Funding Company), in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and; (v) neither the Mortgages TrusteeFunding Security Trustees, the Security Trustee Funding Companies nor the Beneficiaries Mortgages Trustee shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement; and (vi) any such sub-contractor or delegate shall have confirmed to the Servicer, the Funding Companies and the Funding Security Trustees that it has, and shall maintain, all requisite consents, authorisations, approvals, licences and orders, including without limitation any necessary registrations under the DPA licences and authorisations and permissions under the FSMA, to enable it to fulfil its obligations under or in connection with any such arrangement. (b) The provisos to Clause 3.2(a) (iin paragraphs 3.2(a)(i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to or appointment of any wholly-owned subsidiary of the Seller Santander UK from time to time. (c) The Mortgages Trustee and/or the Funding Companies and the Funding Security Trustee Trustees may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) Agreement and any breach in the performance of the Services by any such sub-contractor or delegate shall, subject to the Administrator Servicer being entitled for a period of twenty (20) London Business Days from receipt of any notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegateServicer.

SUB-CONTRACTS. (a) The Administrator may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if the Funding considers Beneficiaries consider it necessary after consulting with the Funding Security TrusteeTrustees, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Funding Security Trustee has Trustees have been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to the Funding Beneficiaries and the Funding Security Trustee Trustees to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Mortgages Trustee and/or the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Account, the sub-contractor or delegate has executed a declaration in writing acceptable to the Funding Beneficiaries and the Funding Security Trustees that any such monies held by it or to its order are held on trust for the Beneficiaries Mortgages Trustee (as trustee for the Beneficiaries) and will be paid forthwith into the relevant Collection Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Funding Security Trustee Trustees nor the Beneficiaries shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to in Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or the Funding Beneficiaries and the Funding Security Trustee Trustees may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Funding Security Trustee Trustees shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

SUB-CONTRACTS. (a) The Other than as expressly provided in this Clause 4.2, neither Administrator may sub- contract or delegate the performance of any of its obligations under this Agreement except: (i) with the prior written consent of the Issuer and the Trustee (which consent shall not unreasonably be withheld); and (ii) if the then-current ratings of the Notes would not be adversely affected thereby. (b) Clause 4.2(a) shall not apply to: (i) any sub-contract or delegation of the performance of each Administrator's obligations under this Agreement to any person who is a Paragon Banking Group Company; (ii) the engagement by an Administrator of any solicitor, licensed or qualified conveyancer, valuer, surveyor, accountant, enforcement agent, estate agent or other professional adviser in connection with the performance by an Administrator of any of its obligations under this Agreement, provided that the relevant person is engaged only on a mortgage by mortgage basis and not generally for all or a substantial portion of the Mortgages; or (iii) any sub-contract or delegation of the performance of the Administrator's obligations under this Agreement required by, and made in accordance with, Clauses 18.1(k) or 20. (c) Subject to Clause 4.3(d), the Administrators may sub-contract or delegate the performance of all or any some (but not all) of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein):that: (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-sub- contractor or delegate of monies belonging to the Beneficiaries moneys which, in accordance with the provisions of this Agreement, are to be paid into credited to the relevant Collection Transaction Account, the sub-sub- contractor or delegate has executed a declaration in writing acceptable to the Beneficiaries acknowledges that any such monies moneys held by it or to its order are held on trust for the Beneficiaries Issuer and will be paid forthwith into the relevant Collection Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates Administrators for credit to the Mortgage Portfolio or any amount referred to in (iii) above)Transaction Account; and (vii) neither the Mortgages Trustee, the Security Trustee Issuer nor the Beneficiaries Trustee shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangementarrangement in addition to the liability which either the Issuer or the Trustee would have to the Administrators under this Agreement if no such sub-contracting or delegation had occurred. (bd) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to To the engagement by the Administrator of: (1) extent that any receiver, solicitor, insurance broker, valuer, surveyor, accountantenforcement agent, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer agent or other professional adviser acting is required to perform some of the obligations of the Administrators under this Agreement, paragraphs (i) and/or (as such; or the case may be) (2ii) any locksmithof the proviso to Clause 4.3(c) shall not apply to the engagement of such valuer, builder surveyor, enforcement agent, estate agent or other contractor acting as such in relation to a Mortgaged Propertyprofessional adviser, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with provided that the performance by the Administrator such person of any of its the obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time Administrators is ancillary only to time. (c) The Mortgages the services to be provided by such person to the Administrators and/or the Issuer. Either the Trustee and/or Funding and or the Security Trustee Issuer may require the Administrator Administrators to assign to the Mortgages Trustee and the Issuer any rights which the Administrator Administrators may have against any sub-contractor or delegate such person arising from the performance of services by such person in association connection with any matter contemplated by this Agreement and in connection with the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust DeedMortgages. (de) Notwithstanding any sub-contracting contract or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Administrators shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of the obligations of the Administrator Administrators under this Agreement; (iii) Agreement and the performance or non-non- performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement;. (ivf) any breach in the performance The Administrators shall pay all fees and expenses of the Services by any sub-contractor or delegate shall, subject to the of an Administrator being entitled for a period of twenty (20appointed by such Administrators in accordance with Clauses 4.2(a) Business Days from receipt of notice of the breach to remedy and 4.2(b) and such breach by any sub-contractor or delegate, fees and expenses shall not be treated as a breach of this Agreement payable by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegateIssuer.

SUB-CONTRACTS. (aA) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein3.2(B)): (i) the prior written consent of Funding and the Mortgages Security Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with and the Security TrusteeTrustee consider it necessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted obtained and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Customer Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Customer Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Mortgages Trustee GIC Account, the Alternative Accounts and/or the Funding GIC Account, the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into into, as applicable, the relevant Collection Mortgages Trustee GIC Account, the Alternative Accounts and/or the Funding GIC Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Trustee nor the Beneficiaries shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (bB) The provisos to Clause 3.2(a) (i3.2(A)(i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1a) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2b) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (cC) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator Servicer to assign to the Mortgages Trustee any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (dD) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) Agreement and any breach in the performance of the Services by any such sub-contractor or delegate shall, subject to the Administrator Servicer being entitled for a period of twenty (20) London Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegateServicer.

SUB-CONTRACTS. (a) The Administrator Cash Manager may sub-contract or delegate the performance of all or any of its powers and obligations under this AgreementAgreement to any party whom it reasonably believes is capable of, and experienced in, performing the functions to be given to it provided that (but subject to Clause 3.2(b) hereinbelow): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries Issuer which, in accordance with this Agreement, are to be paid into the relevant Collection AccountGIC Account or the Collateral Account(s) (if any), the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries Issuer that any such monies held by it or to its order are held on trust for the Beneficiaries Issuer or, following the service of a Note Acceleration Notice, the Security Trustee and will be paid forthwith into the relevant Collection GIC Account or the Collateral Account(s) (if any) in accordance with the terms of this Agreement and the Mortgages Trust Deed;other Transaction Documents; and (ivii) any such sub-contractor or delegate has executed a written waiver of any Security Sec urity Interest arising in connection with such delegated Cash Management Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) aboveClause 3.2(a)(i); and). (vb) neither The proviso in Clause 3.2(a)(i) shall not apply: (i) to the Mortgages engagement by the Cash Manager of: (A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed conveyancer, qualified conveyanc er or other professional adviser acting as such; (B) any documentation retention service or document storage facility; (C) any locksmith, builder or other contractor acting as such in relation to a Property; or (D) any other sub-contractor or delegate not engaged in arrangements involving or which may involve the receipt by the sub-contractor or delegate of monies belonging to the Issuer which, in accordance with this Agreement, are to be paid into the GIC Account, in any such case being a person or persons whom the Cash Manager would be willing to appoint in respect of its own loans or any other loans owned by the Seller in connection with the performance by the Cash Manager of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to or appointment of any company within the YBS Group. (c) The Issuer and the Security Trustee may by notice in writing require the Cash Manager to assign to the Issuer or, following the service of a Note Acceleration Notice, the Security Trustee (if it s o requires) any rights which the Cash Manager may have against any sub-contractor or delegate arising from the performance of services by such person relating to any matter contemplated by this Agreement and the Cash Manager acknowledges that such rights assigned to the Issuer or the Security Trustee, as applicable, will be exercised by the Issuer or the Security Trustee, as applicable, subject to the terms of this Agreement and the other Transaction Documents. (d) Notwithstanding any sub-contracting or delegation of the performance of its obligations under this Agreement, the Cash Manager shall not thereby be released or discharged from any liability hereunder and shall remain responsible for the performance of all of the obligations of the Cash Manager under this Agreement, and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Cash Management Services shall not affect the Cash Manager's obligations under this Agreement and any breach in the performance of the Cash Management Services by such sub-contractor or delegate shall, subject to the Cash Manager being entitled for a period of twenty (20) Business Days from receipt of any notice of such breach from the Issuer or the Security Trustee to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Cash Manager. (e) Neither the Security Trustee nor the Beneficiaries Issuer shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause Section 3.2(b) herein)): (i) the prior written consent of the Mortgages Guarantor and the Bond Trustee and Funding to the proposed arrangement (including, if Funding considers the Guarantor and the Bond Trustee consider it necessary after consulting with the Security Trusteenecessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted which consent shall not be unreasonably withheld, and written notification of such sub- contracting or delegation has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan and Related Security Files and/or Title Deeds relating to the Mortgage Covered Bond Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding the Guarantor and the Security Trustee Bond Trustee, acting reasonably, to the effect that any such Mortgage Loan Files and/or Title Deeds (other than with respect to Seller Retained Loans) are and will be held to the order of the Mortgages Guarantor and the Bond Trustee (or as trustee for the Beneficiaries)Guarantor and the Bond Trustee shall otherwise direct; (iii) where the arrangements involve or may involve the receipt by the sub-sub- contractor or delegate of monies belonging to the Beneficiaries Guarantor, which, in accordance with this Agreement, are to be paid into the relevant Collection Account, the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries Guarantor (or the Cash Manager on its behalf) that any such monies held by it or to its order are held on in trust for the Beneficiaries Guarantor (and, with respect to Seller Retained Loans, for the relevant Seller or other beneficial owner (or owner)) and will be paid forthwith and in any event within 5 Toronto Business Days (inclusive of any cure periods that may otherwise be applicable) to (A) the Cash Manager prior to a downgrade in the ratings of the Cash Manager by one or more Rating Agencies below the Cash Management Deposit Ratings, (B) to the Servicer, prior to a downgrade in the ratings of the Servicer by one or more Rating Agencies below the Servicer Deposit Threshold Ratings, and following any such downgrade, by deposit into the relevant Collection GDA Account, or (C) following any such downgrade referred to in (A) or (B) above, or the occurrence of a Covered Bond Guarantee Activation Event, as applicable, into the GDA Account or the Transaction Account, as applicable, in accordance with the terms provisions of this Agreement, the Mortgages Trust DeedCash Management Agreement, the Guarantor Agreement, the Bank Account Agreement and/or the Security Agreement; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Covered Bond Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Bond Trustee nor the Beneficiaries Guarantor shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (iSection 3.2(a)(i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, sheriff officer, debt counsellor, tracing agent, property management agent, licensed or conveyancer, qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Servicer or the Seller from time to time. (c) The Mortgages Trustee and/or Funding Guarantor and the Security Bond Trustee may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee Guarantor any rights which the Administrator Servicer may have against any sub-sub- contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee Guarantor will be exercised by the Mortgages Trustee as trustee for the Beneficiaries Guarantor subject to the terms of the Mortgages Trust DeedGuarantor Agreement, the Security Agreement and the Security Sharing Agreement. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's Servicer’s obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

SUB-CONTRACTS. (a) The Administrator Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein)): (i) the prior written consent of Funding 1 and the Mortgages Security Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with 1 and the Security TrusteeTrustee consider it necessary, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted obtained and written notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Customer Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, Services the sub-contractor or delegate has executed an acknowledgement in writing form and substance acceptable to Funding 1 and the Security Trustee to the effect that any such Mortgage Loan Customer Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account, the sub-contractor or delegate has executed a declaration in writing form and substance acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into into, as applicable, the relevant Collection Mortgages Trustee GIC Account and/or the Funding 1 GIC Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Security Trustee, the Security Mortgages Trustee nor the Beneficiaries Funding 1 shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i3.2(a)(i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator Servicer of: (1A) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2B) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator Servicer would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator Servicer of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller or HBOS plc from time to time. (c) The Mortgages Trustee and/or Funding 1 and the Security Trustee may by notice in writing require the Administrator Servicer to assign to the Mortgages Trustee any rights which the Administrator Servicer may have against any sub-contractor or delegate arising from the performance of services by such person in association with relating to any matter contemplated by this Agreement and the Administrator Servicer acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's its obligations under this Agreement: (i) , the Administrator Servicer shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator hereunder and shall remain responsible for the performance of all of the obligations of the Administrator Servicer under this Agreement; (iii) , and the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the AdministratorServicer's obligations under this Agreement; (iv) Agreement and any breach in the performance of the Services by any such sub-contractor or delegate shall, subject to the Administrator Servicer being entitled for a period of twenty (20) 20 London Business Days from receipt of any notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegateServicer.