Common use of TRUST OF MONIES Clause in Contracts

TRUST OF MONIES. 5.1 Notwithstanding the sales effected by this Agreement, if at, or at any other time after, the Closing Date (but prior to any repurchase in accordance with CLAUSE 8.5) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interests, rights or benefits and/or the proceeds thereof hereby agreed to be sold, the Seller undertakes to each of the Mortgages Trustee, Funding 1 and the Security Trustee that, subject to CLAUSE 6, it will promptly remit, assign and/or transfer the same to the Mortgages Trustee or, if appropriate, the Security Trustee and until it does so or to the extent that the Seller is unable to effect such remittance, assignment, assignation or transfer, it will hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Mortgages Trustee subject at all times to the Mortgages Trust. 5.2 If at, or any time after, the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interests, rights or benefits relating to: (a) any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE 8.5; or (b) (without prejudice to CLAUSE 11) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE 2.1, and/or the proceeds thereof, the Mortgages Trustee undertakes to the Seller that it will remit, assign, re-assign, retrocess or transfer the same to the Seller, as the case may require, and until it does so or to the extent that the Mortgages Trustee is unable to effect such remittance, assignation, assignment, re-assignment, retrocession or transfer, the Mortgages Trustee undertakes to hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Seller as the beneficial owner thereof or as the Seller may direct provided that the Mortgages Trustee shall not be in breach of its obligations under this CLAUSE 5 if, having received any such monies and paid them to third parties in error, it pays an amount equal to the monies so paid in error to the Seller in accordance with the Servicing Agreement.

TRUST OF MONIES. 5.1 Notwithstanding the sales assignment effected by this Agreement, Agreement if at, or at any other time after, the Initial Closing Date (but prior to any repurchase in accordance with CLAUSE 8.5) Clause 8) the Seller holds, or there is held to its order, or it receives, or there is received to its order order, any property, interestsinterest, rights right or benefits benefit and/or the proceeds thereof hereby agreed to be sold, the Seller undertakes to each of with the Mortgages Trustee, Funding 1 and the Security Trustee that, subject to CLAUSE 6, it will promptly remit, assign and/or transfer the same to the Mortgages Trustee or, if appropriate, the Security Trustee and until it does so or to the extent that the Seller is unable to effect such remittance, assignment, assignation or transfer, it will hold such property, interestsinterest, rights right or benefits benefit and/or the proceeds thereof upon trust for the Mortgages Trustee subject at all times to the Mortgages Trust. 5.2 If at, or any time after, the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interestsinterest, rights right or benefits benefit relating to: (a) any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE 8.5Clause 8; or (b) (without prejudice to CLAUSE Clause 11) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE 2.1Clause 2.1 or Clause 4.1, and/or the proceeds thereof, the Mortgages Trustee undertakes to with the Seller that it will remit, assign, re-assign, retrocess assign or transfer the same to the Seller, as the case may require, and until it does so or to the extent that the Mortgages Trustee is unable to effect such remittance, assignation, assignment, re-assignment, retrocession assignment or transfer, the Mortgages Trustee undertakes to hold such property, interestsinterest, rights right or benefits benefit and/or the proceeds thereof upon trust for the Seller as the beneficial owner thereof or as the Seller may direct provided that the Mortgages Trustee shall not be in breach of its obligations under this CLAUSE Clause 5 if, having received any such monies moneys and paid them to third parties in error, it pays an amount equal to the monies moneys so paid in error to the Seller in accordance with the Servicing Agreement.

TRUST OF MONIES. 5.1 Notwithstanding the sales effected by this Agreement, if at, or at any other time after, the Initial Closing Date (but prior to any repurchase in accordance with CLAUSE 8.5) Clause 8) the Seller holds, or there is held to its order, or it receives, or there is received to its order order, any property, interests, rights or benefits and/or the proceeds thereof hereby agreed to be sold, the Seller undertakes to each of the Mortgages Trustee, the Funding 1 Companies and the Funding Security Trustee Trustees that, subject to CLAUSE Clause 6, it will promptly remit, assign and/or transfer the same to the Mortgages Trustee or, if appropriate, the Security Trustee or as it shall direct and until it does so or to the extent that the Seller is unable to effect such remittance, assignment, assignation or transfer, it will hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Mortgages Trustee subject at all times to the Mortgages TrustTrustee. 5.2 If at, or any time after, after the Initial Closing Date Date, the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interests, rights or benefits relating to: (a) any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE 8.5Clause 8; or (b) (without prejudice to CLAUSE 11Clause 12) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE 2.1Clause 2.1 or Clause 4.1, and/or the proceeds thereof, the Mortgages Trustee undertakes to the Seller that it will remit, assign, re-assign, retrocess or transfer the same to the Seller, as the case may require, and until it does so or to the extent that the Mortgages Trustee is unable to effect such remittance, assignation, assignment, re-assignment, retrocession or transfer, the Mortgages Trustee undertakes to hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Seller as the beneficial owner thereof or as the Seller may direct provided that PROVIDED THAT the Mortgages Trustee shall not be in breach of its obligations under this CLAUSE Clause 5 if, having received any such monies and paid them to third parties in error, it pays an amount equal to the monies so paid in error to the Seller in accordance with the Servicing Agreement.

TRUST OF MONIES. 5.1 Trust in favour of Mortgages Trustee: Notwithstanding the sales assignment and transfer effected by this Agreement, Agreement (or by any Scottish Trust Deed made pursuant hereto) if at, or at any other time after, the Initial Closing Date or, as the case may be in respect of any New Mortgage Portfolio, the relevant Assignment Date (but prior to any repurchase in accordance with CLAUSE 8.5Clause 8.5 (Purchase of Product Switches, Further Advances and purchases relating to Personal Secured Loans)) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interestsinterest, rights right or benefits benefit and/or the proceeds thereof hereby agreed to be soldsold to the Mortgages Trustee, the Seller undertakes to each of with the Mortgages Trustee, Funding 1 and the Security Trustee that, subject to CLAUSE 6, it will promptly remit, assign and/or transfer the same to the Mortgages Trustee or, if appropriate, the Security Trustee and until it does so or to the extent that the Seller is unable to effect such remittance, assignment, assignation or transfer, it will hold such property, interestsinterest, rights right or benefits benefit and/or the proceeds thereof upon trust for the Mortgages Trustee (pursuant, in the case of any property, interest, right or benefit and/or the proceeds thereof relating to a Scottish Mortgage Loan or its Related Security, to the relevant Scottish Trust Deed) subject at all times to the Mortgages Trust. In addition, if for any reason the assignment and transfer of the Initial Mortgage Portfolio, or any New Mortgage Portfolio (or any part thereof), or any property, interest, right or benefit therein or any of the proceeds thereof (each a "relevant asset"), is held to be ineffective or unenforceable against any Borrower, the Seller undertakes with the Mortgages Trustee, Funding and the Security Trustee and hereby declares that it will hold such relevant asset upon trust for the Mortgages Trustee. The Mortgages Trustee agrees that it will hold its beneficial interest in such relevant asset subject at all times to the Mortgages Trust. 5.2 If at, or any time after, the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interests, rights or benefits relating to: (a) any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE 8.5; or (b) (without prejudice to CLAUSE 11) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE 2.1, and/or the proceeds thereof, the Mortgages Trustee undertakes to the Seller that it will remit, assign, re-assign, retrocess or transfer the same to the Seller, as the case may require, and until it does so or to the extent that the Mortgages Trustee is unable to effect such remittance, assignation, assignment, re-assignment, retrocession or transfer, the Mortgages Trustee undertakes to hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Seller as the beneficial owner thereof or as the Seller may direct provided that the Mortgages Trustee shall not be in breach of its obligations under this CLAUSE 5 if, having received any such monies and paid them to third parties in error, it pays an amount equal to the monies so paid in error to the Seller in accordance with the Servicing Agreement.

TRUST OF MONIES. 5.1 Notwithstanding the sales effected by this Agreement, if at, or at any other time after, the Closing Date (but prior to any repurchase in accordance with CLAUSE Clause 8.5) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interests, rights or benefits and/or the proceeds thereof hereby agreed to be sold, the Seller undertakes to each of the Mortgages Trustee, Funding 1 and the Security Trustee that, subject to CLAUSE Clause 6, it will promptly remit, assign and/or transfer the same to the Mortgages Trustee or, if appropriate, the Security Trustee and until it does so or to the extent that the Seller is unable to effect such remittance, assignment, assignation or transfer, it will hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Mortgages Trustee subject at all times to the Mortgages Trust. 5.2 If at, or any time after, the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interests, rights or benefits relating to: (a) any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE Clause 8.5; or (b) (without prejudice to CLAUSE Clause 11) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE Clause 2.1, and/or the proceeds thereof, the Mortgages Trustee undertakes to the Seller that it will remit, assign, re-assign, retrocess or transfer the same to the Seller, as the case may require, and until it does so or to the extent that the Mortgages Trustee is unable to effect such remittance, assignation, assignment, re-assignment, retrocession or transfer, the Mortgages Trustee undertakes to hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Seller as the beneficial owner thereof or as the Seller may direct provided that the Mortgages Trustee shall not be in breach of its obligations under this CLAUSE Clause 5 if, having received any such monies and paid them to third parties in error, it pays an amount equal to the monies so paid in error to the Seller in accordance with the Servicing Agreement.

TRUST OF MONIES. 5.1 Notwithstanding the sales assignment effected by this Agreement, Agreement if at, or at any other time after, the Initial Closing Date (but prior to any repurchase in accordance with CLAUSE Clause 8.5) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interestsinterest, rights right or benefits benefit and/or the proceeds thereof hereby agreed to be sold, sold the Seller undertakes to each of with the Mortgages Trustee, Funding 1 and the Security Trustee that, subject to CLAUSE 6, it will promptly remit, assign and/or transfer the same to the Mortgages Trustee or, if appropriate, the Security Trustee and until it does so or to the extent that the Seller is unable to effect such remittance, assignment, assignation or transfer, it will hold such property, interestsinterest, rights right or benefits benefit and/or the proceeds thereof upon trust for the Mortgages Trustee subject at all times to the Mortgages Trust. 5.2 If at, or any time after, the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interestsinterest, rights right or benefits benefit relating to: (a) any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE Clause 8.5; or (b) (without prejudice to CLAUSE Clause 11) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE 2.1Clause 2.1 or Clause 4.1, and/or the proceeds thereof, the Mortgages Trustee undertakes to with the Seller that it will remit, assign, re-assign, retrocess assign or transfer the same to the Seller, as the case may require, and until it does so or to the extent that the Mortgages Trustee is unable to effect such remittance, assignation, assignment, re-assignment, retrocession assignment or transfer, the Mortgages Trustee undertakes to hold such property, interestsinterest, rights right or benefits benefit and/or the proceeds thereof upon trust for the Seller as the beneficial owner thereof or as the Seller may direct provided that the Mortgages Trustee shall not be in breach of its obligations under this CLAUSE Clause 5 if, having received any such monies moneys and paid them to third parties in error, it pays an amount equal to the monies moneys so paid in error to the Seller in accordance with the Servicing Agreement.

TRUST OF MONIES. 5.1 5.1. Trust in favour of Mortgages Trustee: Notwithstanding the sales assignment and transfer effected by this Agreement, Agreement (or by any Scottish Trust Deed made pursuant hereto) if at, or at any other time after, the Initial Closing Date or, as the case may be in respect of any New Mortgage Portfolio, the relevant Assignment Date (but prior to any repurchase in accordance with CLAUSE 8.5Clause 8.5 (Purchase of Product Switches, Further Advances and purchases relating to Personal Secured Loans)) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interestsinterest, rights right or benefits benefit and/or the proceeds thereof hereby agreed to be soldsold to the Mortgages Trustee, the Seller undertakes to each of with the Mortgages Trustee, each Funding 1 Beneficiary and the each Funding Security Trustee that, subject to CLAUSE 6, it will promptly remit, assign and/or transfer the same to the Mortgages Trustee or, if appropriate, the Security Trustee and until it does so or to the extent that the Seller is unable to effect such remittance, assignment, assignation or transfer, it will hold such property, interestsinterest, rights right or benefits benefit and/or the proceeds thereof upon trust for the Mortgages Trustee (pursuant, in the case of any property, interest, right or benefit and/or the proceeds thereof relating to a Scottish Mortgage Loan or its Related Security, to the relevant Scottish Trust Deed) subject at all times to the Mortgages Trust. In addition, if for any reason the assignment and transfer of the Initial Mortgage Portfolio, or any New Mortgage Portfolio (or any part thereof), or any property, interest, right or benefit therein or any of the proceeds thereof (each a "relevant asset"), is held to be ineffective or unenforceable against any Borrower, the Seller undertakes with the Mortgages Trustee, each Funding Beneficiary and each Funding Security Trustee and hereby declares that it will hold such relevant asset upon trust for the Mortgages Trustee. The Mortgages Trustee agrees that it will hold its beneficial interest in such relevant asset subject at all times to the Mortgages Trust. 5.2 If at, or any time after, the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interests, rights or benefits relating to: (a) any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE 8.5; or (b) (without prejudice to CLAUSE 11) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE 2.1, and/or the proceeds thereof, the Mortgages Trustee undertakes to the Seller that it will remit, assign, re-assign, retrocess or transfer the same to the Seller, as the case may require, and until it does so or to the extent that the Mortgages Trustee is unable to effect such remittance, assignation, assignment, re-assignment, retrocession or transfer, the Mortgages Trustee undertakes to hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Seller as the beneficial owner thereof or as the Seller may direct provided that the Mortgages Trustee shall not be in breach of its obligations under this CLAUSE 5 if, having received any such monies and paid them to third parties in error, it pays an amount equal to the monies so paid in error to the Seller in accordance with the Servicing Agreement.

TRUST OF MONIES. 5.1 6.1 Notwithstanding the sales effected by and pursuant to this Agreement, if at, or at any other time after, after the Closing Date (or in respect of Additional Loans, the relevant Further Sale Date) (but in each case prior to any repurchase in accordance with CLAUSE 8.5Clause 9 (Warranties and Repurchase by the Seller)) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interests, rights or benefits and/or the proceeds thereof (including, without limitation, the proceeds of any claim under the Third Party Buildings Policies) hereby agreed to be soldsold to the Issuer (and not repurchased by the Seller pursuant to Clause 9 (Warranties and Repurchase by the Seller)), the Seller undertakes to each of the Mortgages Trustee, Funding 1 Issuer and the Security Trustee that, subject to CLAUSE 6Clause 7 (Perfection of the Sale), it will promptly remit, assign and/or transfer the same to the Mortgages Trustee Issuer or, if appropriate, the Security Trustee or as any of them shall direct and until it does so or to the extent that the Seller is unable to effect such remittance, assignment, assignation assignment or transfer, it will hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Mortgages Trustee subject at all times Issuer and in particular in terms of the relevant Scottish Declaration of Trust as applicable to the Mortgages TrustScottish Loans. 5.2 6.2 If at, or any time after, the Initial Closing Date (or in respect of Additional Loans, the Mortgages Trustee relevant Further Sale Date) the Issuer holds, or there is held to its order, or it receives, or there is received to its order, any property, interests, rights or benefits relating to: (a) to any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE 8.5; or Clause 9 (bWarranties and Repurchase by the Seller) (without prejudice to CLAUSE 11) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE 2.1, and/or the proceeds thereof, the Mortgages Trustee Issuer undertakes to the Seller that it will remit, assign, re-assign, retrocess or transfer the same to the SellerSeller (and will release the same from the relevant Scottish Declaration of Trust, as applicable), as the case may require, and until it does so or to the extent that the Mortgages Trustee Issuer is unable to effect such remittance, assignation, assignment, re-assignment, retrocession or transfer, the Mortgages Trustee Issuer undertakes to hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Seller as the beneficial owner thereof or as the Seller may direct provided that PROVIDED THAT the Mortgages Trustee Issuer shall not be in breach of its obligations under this CLAUSE 5 Clause 6.2 if, having received any such monies and paid them to third parties in error, it pays an amount equal to the monies so paid in error to the Seller in accordance with the Servicing Agreement.

TRUST OF MONIES. 5.1 Notwithstanding the sales effected by this Agreement, if at, or at any other time after, the a Closing Date (but prior to any repurchase in accordance with CLAUSE Clause 8.5) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interests, rights or benefits and/or the proceeds thereof hereby agreed to be sold, the Seller undertakes to each of the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee that, subject to CLAUSE Clause 6, it will promptly remit, assign and/or transfer the same to the Mortgages Trustee or, if appropriate, the Funding 1 Security Trustee and the Funding 2 Security Trustee and until it does so or to the extent that the Seller is unable to effect such remittance, assignment, assignation or transfer, it will hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Mortgages Trustee subject at all times to the Mortgages Trust. 5.2 If at, or any time after, the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interests, rights or benefits relating to: (a) any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE Clause 8.5; or (b) (without prejudice to CLAUSE 11Clause 12) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE Clause 2.1, and/or the proceeds thereof, the Mortgages Trustee undertakes to the Seller that it will remit, assign, re-assign, retrocess or transfer the same to the Seller, as the case may require, and until it does so or to the extent that the Mortgages Trustee is unable to effect such remittance, assignation, assignment, re-assignment, retrocession or transfer, the Mortgages Trustee undertakes to hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Seller as the beneficial owner thereof or as the Seller may direct provided that the Mortgages Trustee shall not be in breach of its obligations under this CLAUSE Clause 5 if, having received any such monies and paid them to third parties in error, it pays an amount equal to the monies so paid in error to the Seller in accordance with the Servicing Agreement.

TRUST OF MONIES. 5.1 Notwithstanding the sales assignment effected by this Agreement, Agreement if at, or at any other time after, the Initial Closing Date (but prior to any repurchase in accordance with CLAUSE Clause 8.5) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interestsinterest, rights right or benefits benefit and/or the proceeds thereof hereby agreed to be sold, sold the Seller undertakes to each of with the Mortgages Trustee, Funding 1 and the Security Trustee that, subject to CLAUSE 6, it will promptly remit, assign and/or transfer the same to the Mortgages Trustee or, if appropriate, the Security Trustee and until it does so or to the extent that the Seller is unable to effect such remittance, assignment, assignation or transfer, it will hold such property, interestsinterest, rights right or benefits benefit and/or the proceeds thereof upon trust for the Mortgages Trustee subject at all times to the Mortgages Trust. 5.2 If at, or any time after, the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interestsinterest, rights right or benefits benefit relating to: (a) any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE Clause 8.5; or (b) (without prejudice to CLAUSE Clause 11) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE Clause 2.1, and/or the proceeds thereof, the Mortgages Trustee undertakes to with the Seller that it will remit, assign, re-assign, retrocess assign or transfer the same to the Seller, as the case may require, and until it does so or to the extent that the Mortgages Trustee is unable to effect such remittance, assignation, assignment, re-assignment, retrocession assignment or transfer, the Mortgages Trustee undertakes to hold such property, interestsinterest, rights right or benefits benefit and/or the proceeds thereof upon trust for the Seller as the beneficial owner thereof or as the Seller may direct provided that the Mortgages Trustee shall not be in breach of its obligations under this CLAUSE Clause 5 if, having received any such monies moneys and paid them to third parties in error, it pays an amount equal to the monies moneys so paid in error to the Seller in accordance with the Servicing Agreement.

TRUST OF MONIES. 5.1 6.1 Notwithstanding the sales effected by this Agreement, if at, or at any other time after, the Closing First Transfer Date (but prior to any repurchase in accordance with CLAUSE 8.5Clause 9.7) the Seller holds, or there is held to its order, or it receives, or there is received to its order order, any property, interests, rights or benefits and/or the proceeds thereof hereby agreed to be soldsold to the LLP (and not repurchased by the Seller pursuant to Clause 9.7), the Seller undertakes to each of the Mortgages Trustee, Funding 1 LLP and the Security Trustee that, subject to CLAUSE 6Clause 7 (Perfection of the Sale), it will promptly remit, assign and/or transfer the same to the Mortgages Trustee LLP or, if appropriate, the Security Trustee or as any of them shall direct and until it does so or to the extent that the such Seller is unable to effect such remittance, assignment, assignation or transfer, it will hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Mortgages Trustee subject at all times to the Mortgages TrustLLP. 5.2 6.2 If at, or any time after, the Initial Closing First Transfer Date the Mortgages Trustee LLP holds, or there is held to its order, or it receives, or there is received to its order, any property, interests, rights or benefits relating to: (a) to any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE 8.5; or (b) (without prejudice to CLAUSE 11) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE 2.1, Clause 9.7 and/or the proceeds thereof, the Mortgages Trustee LLP undertakes to the Seller that it will remit, assign, re-assign, retrocess or and/or transfer the same to the Seller, as the case may require, and until it does so or to the extent that the Mortgages Trustee LLP is unable to effect such remittance, assignation, assignment, re-assignment, retrocession or and/or transfer, the Mortgages Trustee LLP undertakes to hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Seller as the beneficial owner thereof or as the Seller may direct provided that PROVIDED THAT the Mortgages Trustee LLP shall not be in breach of its obligations under this CLAUSE 5 Clause 6.2 if, having received any such monies and paid them to third parties in error, it pays an amount equal to the monies so paid in error to the Seller in accordance with the Servicing AgreementDeed.

TRUST OF MONIES. 5.1 6.1 Notwithstanding the sales effected by this Agreement, if at, or at any other time after, after the Closing Date (or in respect of Additional Loans, the relevant Further Sale Date) (but in each case prior to any repurchase in accordance with CLAUSE 8.5Clause 9 (Warranties and Repurchase by the Seller)) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interests, rights or benefits and/or the proceeds thereof (including, without limitation, the proceeds of any claim under the Third Party Buildings Policies) hereby agreed to be soldsold to the Issuer (and not repurchased by the Seller pursuant to Clause 9 (Warranties and Repurchase by the Seller)), the Seller undertakes to each of the Mortgages Trustee, Funding 1 Issuer and the Security Trustee that, subject to CLAUSE 6Clause 7 (Perfection of the Sale), it will promptly remit, assign and/or transfer the same to the Mortgages Trustee Issuer or, if appropriate, the Security Trustee or as any of them shall direct and until it does so or to the extent that the Seller is unable to effect such remittance, assignment, assignation assignment or transfer, it will hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Mortgages Trustee subject at all times to the Mortgages TrustIssuer. 5.2 6.2 If at, or any time after, the Initial Closing Date (or in respect of Additional Loans, the Mortgages Trustee relevant Further Sale Date) the Issuer holds, or there is held to its order, or it receives, or there is received to its order, any property, interests, rights or benefits relating to: (a) to any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE 8.5; or Clause 9 (bWarranties and Repurchase by the Seller) (without prejudice to CLAUSE 11) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE 2.1, and/or the proceeds thereof, the Mortgages Trustee Issuer undertakes to the Seller that it will remit, assign, re-assign, retrocess or transfer the same to the Seller, as the case may require, and until it does so or to the extent that the Mortgages Trustee Issuer is unable to effect such remittance, assignation, assignment, re-assignment, retrocession assignment or transfer, the Mortgages Trustee Issuer undertakes to hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Seller as the beneficial owner thereof or as the Seller may direct provided that PROVIDED THAT the Mortgages Trustee Issuer shall not be in breach of its obligations under this CLAUSE 5 Clause 6.2 if, having received any such monies and paid them to third parties in error, it pays an amount equal to the monies so paid in error to the Seller in accordance with the Servicing Agreement.

TRUST OF MONIES. 5.1 Notwithstanding the sales assignments effected by this Agreement, if at, or at any other time after, the Closing Date (but prior to any repurchase in accordance with CLAUSE Clause 8.5) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interests, rights or benefits and/or the proceeds thereof hereby agreed to be sold, the Seller undertakes to each of the Mortgages Trustee, Funding 1 and the Security Trustee that, subject to CLAUSE Clause 6, it will promptly remit, assign and/or transfer the same to the Mortgages Trustee or, if appropriate, the Security Trustee and until it does so or to the extent that the Seller is unable to effect such remittance, assignment, assignation assignment or transfer, it will hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Mortgages Trustee subject at all times to the Mortgages Trust. 5.2 If at, or any time after, the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interests, rights or benefits relating to: (a) any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE Clause 8.5; or (b) (without prejudice to CLAUSE Clause 11) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE Clause 2.1, and/or the proceeds thereof, the Mortgages Trustee undertakes to the Seller that it will remit, assign, re-assign, retrocess assign or transfer the same to the Seller, as the case may require, and until it does so or to the extent that the Mortgages Trustee is unable to effect such remittance, assignation, assignment, re-assignment, retrocession assignment or transfer, the Mortgages Trustee undertakes to hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Seller as the beneficial owner thereof or as the Seller may direct provided that the Mortgages Trustee shall not be in breach of its obligations under this CLAUSE Clause 5 if, having received any such monies and paid them to third parties in error, it pays an amount equal to the monies so paid in error to the Seller in accordance with the Servicing Agreement.

TRUST OF MONIES. 5.1 Notwithstanding the sales assignment effected by this Agreement, Agreement if at, or at any other time after, the Initial Closing Date (but prior to any repurchase in accordance with CLAUSE 8.5Clause 8.6) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interestsinterest, rights right or benefits benefit and/or the proceeds thereof hereby agreed to be sold, sold the Seller undertakes to each of with the Mortgages Trustee, Funding 1 and the Security Trustee that, subject to CLAUSE 6, it will promptly remit, assign and/or transfer the same to the Mortgages Trustee or, if appropriate, the Security Trustee and until it does so or to the extent that the Seller is unable to effect such remittance, assignment, assignation or transfer, it will hold such property, interestsinterest, rights right or benefits benefit and/or the proceeds thereof upon trust for the Mortgages Trustee subject at all times to the Mortgages Trust. 5.2 If at, or any time after, the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interestsinterest, rights right or benefits benefit relating to: (a) any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE 8.5Clause 8.6; or (b) (without prejudice to CLAUSE Clause 11) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE 2.1Clause 2.1 or Clause 4.1, and/or the proceeds thereof, the Mortgages Trustee undertakes to with the Seller that it will remit, assign, re-assign, retrocess assign or transfer the same to the Seller, as the case may require, and until it does so or to the extent that the Mortgages Trustee is unable to effect such remittance, assignation, assignment, re-assignment, retrocession assignment or transfer, the Mortgages Trustee undertakes to hold such property, interestsinterest, rights right or benefits benefit and/or the proceeds thereof upon trust for the Seller as the beneficial owner thereof or as the Seller may direct provided that the Mortgages Trustee shall not be in breach of its obligations under this CLAUSE Clause 5 if, having received any such monies moneys and paid them to third parties in error, it pays an amount equal to the monies moneys so paid in error to the Seller in accordance with the Servicing Agreement.

TRUST OF MONIES. 5.1 Notwithstanding the sales effected by this Agreement, if at, or at any other time after, after the Closing Date (but prior to any repurchase in accordance with CLAUSE 8.5Clause 8 (Warranties and Repurchase by the Seller)) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interests, rights or benefits and/or the proceeds thereof (including, without limitation, the proceeds of any claim under the Third Party Buildings Policies) hereby agreed to be soldsold to the Issuer (and not repurchased by the Seller pursuant to Clause 8 (Warranties and Repurchase by the Seller)), the Seller undertakes to each of the Mortgages Trustee, Funding 1 Issuer and the Security Trustee that, subject to CLAUSE 6Clause 6 (Perfection of the Sale), it will promptly remit, assign and/or transfer the same to the Mortgages Trustee Issuer or, if appropriate, the Security Trustee or as any of them shall direct and until it does so or to the extent that the Seller is unable to effect such remittance, assignment, assignation assignment or transfer, it will hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Mortgages Trustee subject at all times to the Mortgages TrustIssuer. 5.2 If at, or any time after, the Initial Closing Date the Mortgages Trustee Issuer holds, or there is held to its order, or it receives, or there is received to its order, any property, interests, rights or benefits relating to: (a) to any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE 8.5; or Clause 8 (bWarranties and Repurchase by the Seller) (without prejudice to CLAUSE 11) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE 2.1, and/or the proceeds thereof, the Mortgages Trustee Issuer undertakes to the Seller that it will remit, assign, re-re- assign, retrocess or transfer the same to the Seller, as the case may require, and until it does so or to the extent that the Mortgages Trustee Issuer is unable to effect such remittance, assignation, assignment, re-assignment, retrocession assignment or transfer, the Mortgages Trustee Issuer undertakes to hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Seller as the beneficial owner thereof or as the Seller may direct provided that PROVIDED THAT the Mortgages Trustee Issuer shall not be in breach of its obligations under this CLAUSE 5 Clause 5.2 if, having received any such monies and paid them to third parties in error, it pays an amount equal to the monies so paid in error to the Seller in accordance with the Servicing Agreement.

TRUST OF MONIES. 5.1 Notwithstanding the sales effected by this Agreement, if at, or at any other time after, the a Closing Date (but prior to any repurchase in accordance with CLAUSE 8.5) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interests, rights or benefits and/or the proceeds thereof hereby agreed to be sold, the Seller undertakes to each of the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee that, subject to CLAUSE 6, it will promptly remit, assign and/or transfer the same to the Mortgages Trustee or, if appropriate, the Funding 1 Security Trustee and the Funding 2 Security Trustee and until it does so or to the extent that the Seller is unable to effect such remittance, assignment, assignation or transfer, it will hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Mortgages Trustee subject at all times to the Mortgages Trust. 5.2 If at, or any time after, the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interests, rights or benefits relating to: (a) any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE 8.5; or (b) (without prejudice to CLAUSE 1112) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE 2.1, and/or the proceeds thereof, the Mortgages Trustee undertakes to the Seller that it will remit, assign, re-assign, retrocess or transfer the same to the Seller, as the case may require, and until it does so or to the extent that the Mortgages Trustee is unable to effect such remittance, assignation, assignment, re-assignment, retrocession or transfer, the Mortgages Trustee undertakes to hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Seller as the beneficial owner thereof or as the Seller may direct provided that the Mortgages Trustee shall not be in breach of its obligations under this CLAUSE 5 if, having received any such monies and paid them to third parties in error, it pays an amount equal to the monies so paid in error to the Seller in accordance with the Servicing Agreement.

TRUST OF MONIES. 5.1 TRUST IN FAVOUR OF MORTGAGES TRUSTEE: Notwithstanding the sales assignment effected by this Agreement, Agreement if at, or at any other time after, the Initial Closing Date or, as the case may be in respect of any New Mortgage Portfolio, the relevant Assignment Date (but prior to any repurchase in accordance with CLAUSE 8.5Clause 8.5 (Repurchase of Product Switches and Further Advances)) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interestsinterest, rights right or benefits benefit and/or the proceeds thereof hereby agreed to be soldsold to the Mortgages Trustee, the Seller undertakes to each of with the Mortgages Trustee, Funding 1 and the Security Trustee that, subject to CLAUSE 6, it will promptly remit, assign and/or transfer the same to the Mortgages Trustee or, if appropriate, the Security Trustee and until it does so or to the extent that the Seller is unable to effect such remittance, assignment, assignation or transfer, it will hold such property, interestsinterest, rights right or benefits benefit and/or the proceeds thereof upon trust for the Mortgages Trustee subject at all times to the Mortgages Trust. 5.2 If at. In addition, if for any reason the assignment of the Initial Mortgage Portfolio, or any time after, the Initial Closing Date the Mortgages Trustee holdsNew Mortgage Portfolio (or any part thereof), or there any property, interest, right or benefit therein or any of the proceeds thereof (each a "RELEVANT ASSET"), is held to its orderbe ineffective or unenforceable against any Borrower, or it receives, or there is received to its order, any property, interests, rights or benefits relating to: (a) any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE 8.5; or (b) (without prejudice to CLAUSE 11) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE 2.1, and/or the proceeds thereof, undertakes with the Mortgages Trustee, Funding and the Security Trustee undertakes to the Seller and hereby declares that it will remit, assign, re-assign, retrocess or transfer the same to the Seller, as the case may require, and until it does so or to the extent that the Mortgages Trustee is unable to effect such remittance, assignation, assignment, re-assignment, retrocession or transfer, the Mortgages Trustee undertakes to hold such property, interests, rights or benefits and/or the proceeds thereof relevant asset upon trust for the Seller as the Mortgages Trustee. The Mortgages Trustee agrees that it will hold its beneficial owner thereof or as the Seller may direct provided that interest in such relevant asset subject at all times to the Mortgages Trustee shall not be in breach of its obligations under this CLAUSE 5 if, having received any such monies and paid them to third parties in error, it pays an amount equal to the monies so paid in error to the Seller in accordance with the Servicing AgreementTrust.

TRUST OF MONIES. 5.1 Notwithstanding the sales effected by this Agreement, if at, or at any other time after, the a Closing Date (but prior to any repurchase in accordance with CLAUSE 8.5) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interests, rights or benefits and/or the proceeds thereof hereby agreed to be sold, the Seller undertakes to each of the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee that, subject to CLAUSE 6, it will promptly remit, assign and/or transfer the same to the Mortgages Trustee or, if appropriate, the Funding 1 Security Trustee and the Funding 2 Security Trustee and until it does so or to the extent that the Seller is unable to effect such remittance, assignment, assignation or transfer, it will hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Mortgages Trustee subject at all times to the Mortgages Trust. 5.2 If at, or any time after, the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interests, rights or benefits relating to: (a) any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE 8.5; or (b) (without prejudice to CLAUSE 1112) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE 2.1, and/or the proceeds thereof, the Mortgages Trustee undertakes to the Seller that it will remit, assign, re-assign, retrocess or transfer the same to the Seller, as the case may require, and until it does so or to the extent that the Mortgages Trustee is unable to effect such remittance, assignation, assignment, re-assignmentre?assignment, retrocession or transfer, the Mortgages Trustee undertakes to hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Seller as the beneficial owner thereof or as the Seller may direct provided that the Mortgages Trustee shall not be in breach of its obligations under this CLAUSE 5 if, having received any such monies and paid them to third parties in error, it pays an amount equal to the monies so paid in error to the Seller in accordance with the Servicing Agreement.

TRUST OF MONIES. 5.1 Notwithstanding the sales effected by this Agreement, if at, or at any other time after, the Initial Closing Date (but prior to any repurchase in accordance with CLAUSE 8.5Clause 8.5 (Warranties and Repurchase by the Seller)) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interests, rights or benefits and/or the proceeds thereof hereby agreed to be sold, the Seller undertakes to each of the Mortgages Trustee, the Funding 1 Companies and the Funding Security Trustee Trustees that, subject to CLAUSE 6Clause 6 (Completion of the Transfer of Loans), it will promptly remit, assign and/or transfer the same to the Mortgages Trustee or, if appropriate, the Security Trustee or as it shall direct and until it does so or to the extent that the Seller is unable to effect such remittance, assignment, assignation or transfer, it will hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Mortgages Trustee subject at all times to the Mortgages TrustTrustee. 5.2 If at, or any time after, after the Initial Closing Date Date, the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interests, rights or benefits relating to: (a) any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE 8.5Clause 8.3 (Warranties and Repurchase by the Seller); or (b) (without prejudice to CLAUSE 11Clause 12 (Subordination)) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE 2.1Clause 2.1 (Sale and Purchase of Initial Portfolio) or Clause 4.1 (Sale and Purchase of New Portfolios, Product Switches and Further Advances), and/or the proceeds thereof, the Mortgages Trustee undertakes to the Seller that it will remit, assign, re-assign, retrocess or transfer the same to the Seller, as the case may require, and until it does so or to the extent that the Mortgages Trustee is unable to effect such remittance, assignation, assignment, re-assignment, retrocession or transfer, the Mortgages Trustee undertakes to hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Seller as the beneficial owner thereof or as the Seller may direct provided that PROVIDED THAT the Mortgages Trustee shall not be in breach of its obligations under this CLAUSE Clause 5 if, having received any such monies and paid them to third parties in error, it pays an amount equal to the monies so paid in error to the Seller in accordance with the Servicing Agreement.

TRUST OF MONIES. 5.1 Notwithstanding the sales effected by this Agreement, if at, or at any other time after, the Closing Date (but prior to any repurchase in accordance with CLAUSE Clause 8.5) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interests, rights or benefits and/or the proceeds thereof hereby agreed to be sold, the Seller undertakes to each of the Mortgages Trustee, Funding 1 and the Security Trustee that, subject to CLAUSE Clause 6, it will promptly remit, assign and/or transfer the same to the Mortgages Trustee or, if appropriate, the Security Trustee and until it does so or to the extent that the Seller is unable to effect such remittance, assignment, assignation or transfer, it will hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Mortgages Trustee subject at all times to the Mortgages Trust. 5.2 If at, or any time after, the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interests, rights or benefits relating to: (a) any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE Clause 8.5; or (b) (without prejudice to CLAUSE Clause 11) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE Clause 2.1, and/or the proceeds thereof, the Mortgages Trustee undertakes to the Seller that it will remit, assign, re-assign, retrocess or transfer the same to the Seller, as the case may require, and until it does so or to the extent that the Mortgages Trustee is unable to effect such remittance, assignation, assignment, re-re assignment, retrocession or transfer, the Mortgages Trustee undertakes to hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Seller as the beneficial owner thereof or as the Seller may direct provided that the Mortgages Trustee shall not be in breach of its obligations under this CLAUSE Clause 5 if, having received any such monies and paid them to third parties in error, it pays an amount equal to the monies so paid in error to the Seller in accordance with the Servicing Agreement.

TRUST OF MONIES. 5.1 Notwithstanding the sales assignment effected by this Agreement, Agreement if at, or at any other time after, the Initial Closing Date (but prior to any repurchase in accordance with CLAUSE 8.5) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interestsinterest, rights right or benefits benefit and/or the proceeds thereof hereby agreed to be sold, sold the Seller undertakes to each of with the Mortgages Trustee, Funding 1 and the Funding Security Trustee that, subject to CLAUSE 6, it will promptly remit, assign and/or transfer the same to the Mortgages Trustee or, if appropriate, the Security Trustee and until it does so or to the extent that the Seller is unable to effect such remittance, assignment, assignation or transfer, it will hold such property, interestsinterest, rights right or benefits benefit and/or the proceeds thereof upon trust for the Mortgages Trustee subject at all times to the Mortgages Trust. 5.2 If at, or any time after, the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interestsinterest, rights right or benefits benefit relating to: (a) any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE 8.5; or (b) (without prejudice to CLAUSE Clause 11) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE 2.1, and/or the proceeds thereof, the Mortgages Trustee undertakes to with the Seller that it will remit, assign, re-assign, retrocess assign or transfer the same to the Seller, as the case may require, and until it does so or to the extent that the Mortgages Trustee is unable to effect such remittance, assignation, assignment, re-assignment, retrocession assignment or transfer, the Mortgages Trustee undertakes to hold such property, interestsinterest, rights right or benefits benefit and/or the proceeds thereof upon trust for the Seller as the beneficial owner thereof or as the Seller may direct provided that the Mortgages Trustee shall not be in breach of its obligations under this CLAUSE 5 if, having received any such monies moneys and paid them to third parties in error, it pays an amount equal to the monies moneys so paid in error to the Seller in accordance with the Servicing Agreement.

TRUST OF MONIES. 5.1 Notwithstanding the sales assignments effected by this Agreement, if at, or at any other time after, the Closing Date (but prior to any repurchase in accordance with CLAUSE 8.5) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interests, rights or benefits and/or the proceeds thereof hereby agreed to be sold, the Seller undertakes to each of the Mortgages Trustee, Funding 1 and the Security Trustee that, subject to CLAUSE 6, it will promptly remit, assign and/or transfer the same to the Mortgages Trustee or, if appropriate, the Security Trustee and until it does so or to the extent that the Seller is unable to effect such remittance, assignment, assignation assignment or transfer, it will hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Mortgages Trustee subject at all times to the Mortgages Trust. 5.2 If at, or any time after, the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interests, rights or benefits relating to: (a) any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE 8.5; or (b) (without prejudice to CLAUSE Clause 11) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE 2.1, and/or the proceeds thereof, the Mortgages Trustee undertakes to the Seller that it will remit, assign, re-assign, retrocess assign or transfer the same to the Seller, as the case may require, and until it does so or to the extent that the Mortgages Trustee is unable to effect such remittance, assignation, assignment, re-assignment, retrocession assignment or transfer, the Mortgages Trustee undertakes to hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Seller as the beneficial owner thereof or as the Seller may direct provided that the Mortgages Trustee shall not be in breach of its obligations under this CLAUSE 5 if, having received any such monies and paid them to third parties in error, it pays an amount equal to the monies so paid in error to the Seller in accordance with the Servicing Agreement.

TRUST OF MONIES. 5.1 Notwithstanding the sales effected by this Agreement, if at, or at any other time after, the Closing Date (but prior to any repurchase in accordance with CLAUSE 8.5) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interests, rights or benefits and/or the proceeds thereof hereby agreed to be sold, the Seller undertakes to each of the Mortgages Trustee, Funding 1 and the Security Trustee that, subject to CLAUSE 6, it will promptly remit, assign and/or transfer the same to the Mortgages Trustee or, if appropriate, the Security Trustee and until it does so or to the extent that the Seller is unable to effect such remittance, assignment, assignation or transfer, it will hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Mortgages Trustee subject at all times to the Mortgages Trust. 5.2 If at, or any time after, the Initial Closing Date the Mortgages Trustee holds, or there is held to its order, or it receives, or there is received to its order, any property, interests, rights or benefits relating to: (a) any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE 8.5; or (b) (without prejudice to CLAUSE 11) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE 2.1, and/or the proceeds thereof, the Mortgages Trustee undertakes to the Seller that it will remit, assign, re-assign, retrocess or transfer the same to the Seller, as the case may require, and until it does so or to the extent that the Mortgages Trustee is unable to effect such remittance, assignation, assignment, re-assignmentreassignment, retrocession or transfer, the Mortgages Trustee undertakes to hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Seller as the beneficial owner thereof or as the Seller may direct provided that the Mortgages Trustee shall not be in breach of its obligations under this CLAUSE 5 if, having received any such monies and paid them to third parties in error, it pays an amount equal to the monies so paid in error to the Seller in accordance with the Servicing Agreement.

TRUST OF MONIES. 5.1 Notwithstanding the sales effected by and pursuant to this Agreement, if at, or at any other time after, after the Closing Date (but prior to any repurchase in accordance with CLAUSE 8.5Clause 8 (Warranties and Repurchase by the Seller)) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interests, rights or benefits and/or the proceeds thereof (including, without limitation, the proceeds of any claim under the Third Party Buildings Policies) hereby agreed to be soldsold to the Issuer (and not repurchased by the Seller pursuant to Clause 8 (Warranties and Repurchase by the Seller)), the Seller undertakes to each of the Mortgages Trustee, Funding 1 Issuer and the Security Trustee that, subject to CLAUSE 6Clause 6 (Perfection of the Sale), it will promptly remit, assign and/or transfer the same to the Mortgages Trustee Issuer or, if appropriate, the Security Trustee or as any of them shall direct and until it does so or to the extent that the Seller is unable to effect such remittance, assignment, assignation assignment or transfer, it will hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Mortgages Trustee subject at all times Issuer and in particular in terms of the relevant Scottish Declaration of Trust as applicable to the Mortgages Trust.Scottish Loans.‌ 5.2 If at, or any time after, the Initial Closing Date Date, the Mortgages Trustee Issuer holds, or there is held to its order, or it receives, or there is received to its order, any property, interests, rights or benefits relating to: (a) to any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE 8.5; or Clause 8 (bWarranties and Repurchase by the Seller) (without prejudice to CLAUSE 11) amounts owed by a Borrower to the Seller which the Seller has not agreed to sell under CLAUSE 2.1, and/or the proceeds thereof, the Mortgages Trustee Issuer undertakes to the Seller that it will remit, assign, re-re- assign, retrocess or transfer the same to the SellerSeller (and will release the same from the relevant Scottish Declaration of Trust, as applicable), as the case may require, and until it does so or to the extent that the Mortgages Trustee Issuer is unable to effect such remittance, assignation, assignment, re-assignment, retrocession or transfer, the Mortgages Trustee Issuer undertakes to hold such property, interests, rights or benefits and/or the proceeds thereof upon trust for the Seller as the beneficial owner thereof or as the Seller may direct provided that PROVIDED THAT the Mortgages Trustee Issuer shall not be in breach of its obligations under this CLAUSE 5 Clause 5.2 if, having received any such monies and paid them to third parties in error, it pays an amount equal to the monies so paid in error to the Seller in accordance with the Servicing Agreement.Agreement.‌