Common use of TRUST OF MONIES Clause in Contracts

TRUST OF MONIES. 5.1 Trust in favour of Mortgages Trustee: Notwithstanding the assignment and transfer effected by this 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 8.5 (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, interest, right or benefit and/or the proceeds thereof hereby agreed to be sold to the Mortgages Trustee, the Seller undertakes with the Mortgages Trustee, Funding and the Security Trustee that it will hold such property, interest, right or 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.

TRUST OF MONIES. 5.1 5.1. Trust in favour of Mortgages Trustee: Notwithstanding the assignment and transfer effected by this 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 8.5 (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, interest, right or benefit and/or the proceeds thereof hereby agreed to be sold to the Mortgages Trustee, the Seller undertakes with the Mortgages Trustee, each Funding Beneficiary and the each Funding Security Trustee that it will hold such property, interest, right or 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 the 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.

TRUST OF MONIES. 5.1 Trust in favour of Mortgages TrusteeTRUST IN FAVOUR OF MORTGAGES TRUSTEE: Notwithstanding the assignment and transfer effected by this 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 8.5 (Purchase Repurchase of Product Switches, Switches and Further Advances and purchases relating to Personal Secured LoansAdvances)) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interest, right or benefit and/or the proceeds thereof hereby agreed to be sold to the Mortgages Trustee, the Seller undertakes with the Mortgages Trustee, Funding and the Security Trustee that it will hold such property, interest, right or 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 assetRELEVANT 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.

TRUST OF MONIES. 5.1 Trust in favour of Mortgages Trustee: Notwithstanding the assignment and transfer effected by this 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 8.5 (Purchase of Product Switches, Further Advances and purchases relating to Personal Secured Loans)8.6) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interest, right or benefit and/or the proceeds thereof hereby agreed to be sold to the Mortgages Trustee, the Seller undertakes with the Mortgages Trustee, Funding and the Security Trustee that it will hold such property, interest, right or 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, interest, right or benefit relating to: (pursuanta) any Loan or Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to Clause 8.6; 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 or Clause 4.1, in and/or the proceeds thereof, the Mortgages Trustee undertakes with the Seller that it will remit, assign or transfer the same to the Seller, as the case of any may require, and until it does so or to the extent that the Mortgages Trustee is unable to effect such remittance, assignment or transfer, the Mortgages Trustee undertakes to hold such 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 Seller as the beneficial owner thereof or as the Seller may direct provided that the Mortgages Trustee agrees that shall not be in breach of its obligations under this Clause 5 if, having received any such moneys and paid them to third parties in error, it will hold its beneficial interest in such relevant asset subject at all times pays an amount equal to the Mortgages Trustmoneys so paid in error to the Seller in accordance with the Servicing Agreement. 6.

TRUST OF MONIES. 5.1 Trust in favour of Mortgages Trustee: Notwithstanding the assignment and transfer effected by this 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 8.5 (Purchase of Product Switches, Further Advances and purchases relating to Personal Secured Loans)8.5) the Seller holds, or there is held to its order, or it receives, or there is received to its order any property, interest, right or benefit and/or the proceeds thereof hereby agreed to be sold to the Mortgages Trustee, the Seller undertakes with the Mortgages Trustee, Funding and the Security Trustee that it will hold such property, interest, right or 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, interest, right or benefit relating to: (pursuanta) 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, in and/or the proceeds thereof, the Mortgages Trustee undertakes with the Seller that it will remit, assign or transfer the same to the Seller, as the case of any may require, and until it does so or to the extent that the Mortgages Trustee is unable to effect such remittance, assignment or transfer, the Mortgages Trustee undertakes to hold such 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 Seller as the beneficial owner thereof or as the Seller may direct provided that the Mortgages Trustee agrees that shall not be in breach of its obligations under this Clause 5 if, having received any such moneys and paid them to third parties in error, it will hold its beneficial interest in such relevant asset subject at all times pays an amount equal to the Mortgages Trustmoneys so paid in error to the Seller in accordance with the Servicing Agreement. 9 <PAGE> 6.

TRUST OF MONIES. 5.1 Trust in favour of Mortgages Trustee: Notwithstanding the assignment and transfer sales effected by this Agreement (or by any Scottish Trust Deed made pursuant hereto) Agreement, if at, or at any other time after, the Initial a 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 8.5 (Purchase of Product Switches, Further Advances and purchases relating to Personal Secured Loans)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, interestinterests, right rights or benefit benefits and/or the proceeds thereof hereby agreed to be sold to the Mortgages Trusteesold, the Seller undertakes with 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, 10 <PAGE> assignation or transfer, it will hold such property, interestinterests, right rights or benefit benefits 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 Portfolio5.2 If at, or any New Mortgage Portfolio (or any part thereof)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, interestinterests, right rights or benefit therein benefits relating to: (a) any Loan or any of Loans under a Mortgage Account and its Related Security repurchased by the Seller pursuant to CLAUSE 8.5; or (b) (without prejudice to CLAUSE 12) 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 (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 Seller as the beneficial owner thereof or as the Seller may direct provided that the Mortgages Trustee agrees that 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 will hold its beneficial interest in such relevant asset subject at all times pays an amount equal to the Mortgages Trustmonies so paid in error to the Seller in accordance with the Servicing Agreement. 6.