Common use of WARRANTIES AND REPURCHASE BY THE SELLER Clause in Contracts

WARRANTIES AND REPURCHASE BY THE SELLER. 8.1 The Seller makes the Representations and Warranties: (a) in respect of each Loan and its Related Security in the Initial Portfolio as at the date hereof and on the Initial Closing Date; and (b) in relation to each New Loan and its Related Security in a New Portfolio, on the date of the service of the relevant New Portfolio Notice and on the relevant Assignment Date. The Seller acknowledges that the Representations and Warranties are made with a view (as the case may be) to inducing the Mortgages Trustee, Funding and the Security Trustee either to enter into this Agreement and the other Transaction Documents to which each is a party or to agree to purchase the New Loans and their Related Security comprised in each New Portfolio and that each of the Mortgages Trustee, Funding and the Security Trustee has entered into this Agreement and the other Transaction Documents to which each is a party in reliance upon the Representations and Warranties notwithstanding any information in fact possessed or discoverable by the Mortgages Trustee, Funding and/or the Security Trustee or otherwise disclosed to any of them and that prior to entering into this Agreement and the other Transaction Documents to which each is a party neither the Mortgages Trustee nor Funding nor the Security Trustee has made any enquiries of any matter. 8.2 The Mortgages Trustee's, Funding's and the Security Trustee's sole remedy in respect of a breach of any of the Representations and Warranties shall be to take action under this Clause 8 or under Clause 8 of the Mortgages Trust Deed. 8.3 In the event of a material breach of any of the Representations or Warranties in respect of any Loan and/or its Related Security or if any of the Representations or Warranties proves to be materially untrue as at the Closing Date or, as the case may be, the relevant Assignment Date, and provided that: (a) the Mortgages Trustee has given the Seller not less than 20 days' notice in writing; (b) the Mortgages Trustee has obtained the consent of the Security Trustee; and (c) such breach or untruth, where capable of remedy, is not remedied within the 20 day period referred to in (a) (or such longer period as Funding and the Security Trustee may direct the Mortgages Trustee), then at Funding's and the Security Trustee's direction the Mortgages Trustee may serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause 8.5. 8.4 If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Further Advance or a Product Switch then, at Funding and the Security Trustee's direction, the Mortgages Trustee will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause 8.5. 8.5 Upon receipt of a Loan Repurchase Notice duly signed on behalf of the Mortgages Trustee, the Seller shall sign and return a duplicate copy and shall repurchase from the Mortgages Trustee, and the Mortgages Trustee shall re-assign to the Seller free from the Security created by the Funding Deed of Charge, the relevant Loan (and any other Loan secured or intended to be secured by that Related Security or any part of it) and its Related Security. Completion of such repurchase shall take place on the Distribution Date after receipt of such notice by the Seller or such other date as the Mortgages Trustee may direct in the Loan Repurchase Notice (provided that the date so specified by the Mortgages Trustee shall not be later than 90 days after receipt by the Seller of such notice) when the Seller shall pay to the Mortgages Trustee GIC Account (or as the Mortgages Trustee shall direct) an amount equal to the aggregate Outstanding Principal Balance of such Loan or Loans and any Related Security and all Arrears of Interest and Accrued Interest relating thereto plus any amounts which have been deducted from the amounts outstanding under that Loan or those Loans as a result of any determination referred to in Clause 7.4 or any breach of the Representations and Warranties (whether by set off, concession or otherwise) as at the date of such repurchase and the provisions of Clause 8.6 shall apply. 8.6 On the date of completion of any repurchase of a Loan and its Related Security in accordance with Clause 8.5 above, the Security Trustee, the Mortgages Trustee and Funding shall at the cost of the Seller execute and deliver or cause their respective duly authorised attorneys to execute and deliver to the Seller: (a) a memorandum of release of such Loan and its Related Security from the security constituted by the Funding Deed of Charge in a form reasonably acceptable to the Seller; (b) if completion of the assignment and assignation to the Mortgages Trustee has occurred in accordance with Clause 6: (i) if the relevant Mortgage is over Registered Land, a transfer of such Mortgage to the Seller in the form of the Registered Transfer; or (ii) if the relevant Mortgage is over Unregistered Land, a transfer to the Seller in the form of the Unregistered Transfer; or (iii) if the relevant Mortgage is a Scottish Mortgage, an assignation to the Seller in the applicable form of Scottish Transfer; (c) a re-assignment of the rights of the Mortgages Trustee in respect of the relevant Related Security each in a form reasonably acceptable to the Seller; and (d) a notification to the Servicer that all further sums due in respect of such repurchased Loan are for the Seller's account. Upon such completion the Seller shall cease to be under any further obligation to hold any Title Deeds or other documents relating to such Loan or Loans and its or their Related Security to the order of the Mortgages Trustee and if the Mortgages Trustee holds the Title Deeds (if any) it will return them to the Seller. Any such repurchase by the Seller of a Loan or Loans and its or their Related Security shall constitute a discharge and release of the Seller from any claims which the Mortgages Trustee and/or Funding or the Security Trustee may have against the Seller arising from the relevant Representation or Warranty in relation to that Loan or Loans and its or their Related Security only but shall not affect any rights arising from a breach of any other express provision of this Agreement or any Representation or Warranty in relation to any other Loan and other Related Security. 8.7 Forthwith after the Seller becomes aware of any event which may reasonably give rise to an obligation under Clause 8.5 to repurchase any Loan it shall notify the Mortgages Trustee, Funding and the Security Trustee in writing thereof as soon as reasonably practicable. 8.8 The terms of this Clause 8 shall not prejudice the rights of the Mortgages Trustee or the Beneficiaries under the Mortgages Trust Deed. 8.9 The parties to this Agreement may, with the prior consent of the Security Trustee, waive or amend the Representations and Warranties. In determining whether to give its consent to the proposed waiver or amendments to the Representations and Warranties, the Security Trustee shall, in relation to the First Issuer, exercise its discretion in accordance with the terms of the Funding Deed of Charge and in relation to the Second Issuer, the Third Issuer and any New Issuer, shall give its consent thereto provided that the Rating Agencies have confirmed that the then current ratings of the Notes would not be adversely affected as a result of such amendments (but without prejudice to the exercise by the Security Trustee of its discretions in relation to the First Issue).

WARRANTIES AND REPURCHASE BY THE SELLER. 8.1 The Seller makes the Representations and Warranties: (a) in respect of each Loan and its Related Security in the Initial Portfolio as at the date hereof and on the Initial Closing Date; and (b) in relation to each New Loan and its Related Security in a New Portfolio, on the date of the service of the relevant New Portfolio Notice and on the relevant Assignment Date. The Seller acknowledges that the Representations and Warranties are made with a view (as the case may be) to inducing the Mortgages Trustee, Funding and the Security Trustee either to enter into this Agreement and the other Transaction Documents to which each is a party or to agree to purchase the New Loans and their Related Security comprised in each New Portfolio and that each of the Mortgages Trustee, Funding and the Security Trustee has entered into this Agreement and the other Transaction Documents to which each is a party in reliance upon the Representations and Warranties notwithstanding any information in fact possessed or discoverable by the Mortgages Trustee, Funding and/or the Security Trustee or otherwise disclosed to any of them and that prior to entering into this Agreement and the other Transaction Documents to which each is a party neither the Mortgages Trustee nor Funding nor the Security Trustee has made any enquiries of any matter. 8.2 The Mortgages Trustee's, Funding's and the Security Trustee's sole remedy in respect of a breach of any of the Representations and Warranties shall be to take action under this Clause 8 or under Clause 8 of the Mortgages Trust Deed. 8.3 In the event of a material breach of any of the Representations or Warranties in respect of any Loan and/or its Related Security or if any of the Representations or Warranties proves to be materially untrue as at the Closing Date or, as the case may be, the relevant Assignment Date, and provided that: (a) the Mortgages Trustee has given the Seller not less than 20 days' notice in writing; (b) the Mortgages Trustee has obtained the consent of the Security Trustee; and (c) such breach or untruth, where capable of remedy, is not remedied within the 20 day period referred to in (a) (or such longer period as Funding and the Security Trustee may direct the Mortgages Trustee), then at Funding's and the Security Trustee's direction the Mortgages Trustee may serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause 8.58.6. 8.4 If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Further Advance or a Product Switch then, at Funding and the Security Trustee's direction, the Mortgages Trustee will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause 8.58.6. 8.5 If the Seller accepts an application from, or makes an offer to a Borrower (which is accepted) for any variation of the principal available and/or the rate of interest payable in respect of the Loan where such variation is offered to the Borrowers of more than 10 per cent. by outstanding principal amount of Loans comprised in the Trust Property in any Interest Period (for the purposes of this Clause 8.5, a VARIATION), then Loans subject to a Variation will not be a Product Switch provided that: (a) the product of WAFF and WALS for the Portfolio (including the Loans subject to a Variation) after the effective date of any relevant Variation (for the purposes of this Clause 8.5, a VARIATION EFFECTIVE DATE) calculated in the same way as for the Initial Portfolio (or as agreed by the Servicer and the Rating Agencies from time to time) does not exceed the product of WAFF and WALS for the Portfolio calculated on the most recent previous Closing Date plus 0.25 per cent.; (b) the yield (as calculated below) of the Loans (including the Loans subject to a Variation) in the Mortgages Trust on the relevant Variation Effective Date (for the purposes of this paragraph, the RELEVANT LOANS) and the Second Reserve Fund Calculation is not less than LIBOR for three month sterling deposits as at the immediately preceding Interest Payment Date plus 0.50 per cent.. The yield of the Relevant Loans is to be calculated as follows: (A x B) + (C x (D - E + F)) + (G x (H + I)) ------------------------------------------- J where, A = the average Outstanding Principal Balance, on the relevant Variation Effective Date, of the Relevant Loans which are Fixed Rate Loans B = LIBOR plus the Fixed Rate Spread (as defined in the Funding Swap Agreement) on the relevant Variation Effective Date C = the average Outstanding Principal Balance, on the relevant Variation Effective Date, of the Relevant Loans which are Variable Rate Loans D = the weighted average Variable Rate of the Relevant Loans on the relevant Variation Effective Date E = the current SVR for the Relevant Loans on the relevant Variation Effective Date F = LIBOR plus the Variable Rate Spread (as defined in the Funding Swap Agreement) on the relevant Variation Effective Date G = the average Outstanding Principal Balance, on the relevant Variation Effective Date, of the Relevant Loans which are Tracker Loans H = LIBOR plus the Tracker Rate Spread (as defined in the Funding Swap Agreement) on the relevant Variation Effective Date I = the weighted average margin of the Tracker Loans over the Bank of England repo rate on the relevant Variation Effective Date J = the average Outstanding Principal Balance of the Relevant Loans on the relevant Variation Effective Date. (c) the Variation does not result in the Moody's Portfolio Variation Test of the Loans in the Portfolxx xxxxr such Variation (calculated by applying the Moody's Portfolio Variation Test to such Loans on such Variation Xxfective Date), exceeding the most recently determined Moody's Portfolio Variation Test Value as calculated in relaxxxx xx the Loans in the Portfolio as at the most recent date on which Moody's performed a full pool analysis on the Portfolio (not xx xx less frequent than annually) plus 0.3 per cent. 8.6 Upon receipt of a Loan Repurchase Notice duly signed on behalf of the Mortgages Trustee, the Seller shall sign and return a duplicate copy and shall repurchase from the Mortgages Trustee, and the Mortgages Trustee shall re-assign to the Seller free from the Security created by the Funding Deed of Charge, the relevant Loan (and any other Loan secured or intended to be secured by that Related Security or any part of it) and its Related Security. Completion of such repurchase shall take place on the Distribution Date after receipt of such notice by the Seller or such other date as the Mortgages Trustee may direct in the Loan Repurchase Notice (provided that the date so specified by the Mortgages Trustee shall not be later than 90 days after receipt by the Seller of such notice) when the Seller shall pay to the Mortgages Trustee GIC Account (or as the Mortgages Trustee shall direct) an amount equal to the aggregate Outstanding Principal Balance of such Loan or Loans and any Related Security and all Arrears of Interest and Accrued Interest relating thereto plus any amounts which have been deducted from the amounts outstanding under that Loan or those Loans as a result of any determination referred to in Clause 7.4 or any breach of the Representations and Warranties (whether by set off, concession or otherwise) as at the date of such repurchase and the provisions of Clause 8.6 8.7 shall apply. 8.6 8.7 On the date of completion of any repurchase of a Loan and its Related Security in accordance with Clause 8.5 8.6 above, the Security Trustee, the Mortgages Trustee and Funding shall at the cost of the Seller execute and deliver or cause their respective duly authorised attorneys to execute and deliver to the Seller: (a) a memorandum of release of such Loan and its Related Security from the security constituted by the Funding Deed of Charge in a form reasonably acceptable to the Seller; (b) if completion of the assignment and assignation to the Mortgages Trustee has occurred in accordance with Clause 6: (i) if the relevant Mortgage is over Registered Land, a transfer of such Mortgage to the Seller in the form of the Registered Transfer; or (ii) if the relevant Mortgage is over Unregistered Land, a transfer to the Seller in the form of the Unregistered Transfer; or (iii) if the relevant Mortgage is a Scottish Mortgage, an assignation to the Seller in the applicable form of Scottish Transfer; (c) a re-assignment of the rights of the Mortgages Trustee in respect of the relevant Related Security each in a form reasonably acceptable to the Seller; and (d) a notification to the Servicer that all further sums due in respect of such repurchased Loan are for the Seller's account. Upon such completion the Seller shall cease to be under any further obligation to hold any Title Deeds or other documents relating to such Loan or Loans and its or their Related Security to the order of the Mortgages Trustee and if the Mortgages Trustee holds the Title Deeds (if any) it will return them to the Seller. Any such repurchase by the Seller of a Loan or Loans and its or their Related Security shall constitute a discharge and release of the Seller from any claims which the Mortgages Trustee and/or Funding or the Security Trustee may have against the Seller arising from the relevant Representation or Warranty in relation to that Loan or Loans and its or their Related Security only but shall not affect any rights arising from a breach of any other express provision of this Agreement or any Representation or Warranty in relation to any other Loan and other Related Security. 8.7 8.8 Forthwith after the Seller becomes aware of any event which may reasonably give rise to an obligation under Clause 8.5 8.6 to repurchase any Loan it shall notify the Mortgages Trustee, Funding and the Security Trustee in writing thereof as soon as reasonably practicable. 8.8 8.9 The terms of this Clause 8 shall not prejudice the rights of the Mortgages Trustee or the Beneficiaries under the Mortgages Trust Deed. 8.9 8.10 The parties to this Agreement may, with the prior consent of the Security Trustee, waive or amend the Representations and Warranties. In determining whether to give its consent to the proposed waiver or amendments to the Representations and Warranties, the Security Trustee shall, in relation to the First Issuer, exercise its discretion in accordance with the terms of the Funding Deed of Charge and in relation to the Second Issuer, the Third Issuer and any New Issuer, shall give its consent thereto provided that the Rating Agencies have confirmed that the then current ratings of the Notes would not be adversely affected as a result of such amendments (but without prejudice to the exercise by the Security Trustee of its discretions in relation to the First Issue).

WARRANTIES AND REPURCHASE BY THE SELLER. 8.1 (a) The Seller hereby makes the Representations and Warranties: (ai) in respect of each Loan and its Related Security in the Initial Portfolio as at the date hereof and on the Initial Closing Date; and (bii) in relation to each New Loan and its Related Security in a New Portfolio, on the date of the service of the relevant New Portfolio Notice and on the relevant Assignment Sale Date. . (b) Each statement comprised in the Representations and Warranties shall be construed as a separate statement and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other such statement. (c) The Seller acknowledges acknowledges: (i) that the Representations and Warranties are made with a view to inducing the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee (as the case may be) to inducing the Mortgages Trustee, Funding and the Security Trustee either to enter into this Agreement and the other Transaction Documents to which each is a party or to agree to purchase the New Loans and their Related Security comprised in each New Portfolio and Portfolio, and (ii) that each of the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee has entered into this Agreement and the other Transaction Documents to which each it is a party in reliance upon the Representations and Warranties notwithstanding any information in fact possessed or discoverable by the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and/or the Funding 2 Security Trustee or otherwise disclosed to any of them and them, and (iii) that prior to entering into this Agreement and the other Transaction Documents to which each is a party neither none of the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee nor or the Funding nor the 2 Security Trustee has made any enquiries of any matter. 8.2 The Mortgages Trustee's, FundingFunding 1's, Funding 2's, the Funding 1 Security Trustee's and the Funding 2 Security Trustee's sole remedy in respect of a breach of any of the Representations and Warranties shall be to take action under this Clause CLAUSE 8 or under Clause 8 CLAUSE 8.4 of the Mortgages Trust Deed. 8.3 In the event of a material breach of any of the Representations or Warranties in respect of any Loan and/or its Related Security made under CLAUSE 8.1 or if any of the those Representations or Warranties proves to be materially untrue as at the Initial Closing Date or, as the case may be, the relevant Assignment Sale Date, and provided that: (a) the Mortgages Trustee (acting on the directions of Funding 1 and Funding 2) has given the Seller not less than 20 daysLondon Business Days' notice in writingwriting (or such shorter period of notice as may be agreed between the Mortgages Trustee and the Seller); (b) the Mortgages Trustee has obtained the prior written consent of the Funding 1 Security Trustee and the Funding 2 Security Trustee; and (c) such breach or untruth, where capable of remedy, is not remedied to the reasonable satisfaction of Funding 1 and Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee within the 20 day London Business Days period referred to in (a) (or such longer period as Funding 1 and Funding 2 and the Funding 1 Security Trustee and the Funding 2 Security Trustee may direct the Mortgages TrusteeTrustee in writing), then at Funding's the direction of Funding 1 and Funding 2 and subject to the prior written consent of the Funding 1 Security Trustee and the Funding 2 Security Trustee's direction , the Mortgages Trustee may shall serve upon the Seller a notice in the form of the Loan Repurchase Notice set out in SCHEDULE 6 requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause CLAUSE 8.5. 8.4 (a) If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Further Advance or a Product Switch thenHome Cash Reserve Advance then (save in the case of any Loan which is then in arrears), at the direction of Funding 1 and Funding 2 (subject to the prior written consent of the Funding 1 Security Trustee and the Funding 2 Security Trustee's direction), the Mortgages Trustee will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause CLAUSE 8.5. (b) If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Product Switch and (except as provided in PARAGRAPH (C) below) on the immediately preceding Distribution Date, the Seller is in breach of the conditions referred to in CLAUSES 4.2(A) to (P) inclusive as if references therein to NEW LOANS and NEW PORTFOLIO were references to the Loan which would result from the implementation of such Product Switch and as if references to SALE DATE were references to the date when the Seller and relevant Borrower complete such Product Switch then (save in the case of any Loan which is then in arrears) from and including the relevant Distribution Date to but excluding the date when such conditions have been satisfied, at the direction of Funding 1 and Funding 2 (subject to the prior written consent of the Funding 1 Security Trustee and the Funding 2 Security Trustee), the Mortgages Trustee will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with CLAUSE 8.5. (c) If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Product Switch, the effect of which is to extend the final maturity date of the relevant Loan beyond June 2040 then, at the direction of Funding 1 and Funding 2 (subject to the prior written consent of the Funding 1 Security Trustee and the Funding 2 Security Trustee), the Mortgages Trustee will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security in accordance with CLAUSE 8.5 notwithstanding that the conditions referred to in CLAUSES 4.2(A) to 4.2(Q) have been satisfied. (d) For the avoidance of doubt, the Seller shall not accept an application from nor make an offer (which is accepted) to a Borrower for a Further Advance, a Home Cash Reserve Advance or a Product Switch if the relevant Loan to which such Further Advance, Home Cash Reserve Advance or Product Switch relates is then in arrears subject only to such exceptions as made on a case by case basis as would be acceptable to a Reasonable, Prudent Mortgage Lender provided that the Seller shall not so act if it would result in any Funding I Issuer, the Master Issuer, Funding 1, Funding 2 or the Mortgages Trustee arranging or advising in respect of, administering (servicing) or entering into a regulated mortgage contract or agreeing to carry on any of these activities, if any Funding I Issuer, the Master Issuer, Funding 1, Funding 2 or the Mortgages Trustee would be required to be authorised under the FMSA to do so. 8.5 Upon receipt of a Loan Repurchase Notice substantially in the form set out in SCHEDULE 6 duly signed on behalf of the Mortgages Trustee, the Seller shall sign and return a duplicate copy and shall repurchase from the Mortgages Trustee, and the Mortgages Trustee shall re-assign or re-transfer to the Seller free from the Security Interests created by the Funding 1 Deed of Charge and the Second Supplemental Funding 1 Deed of Charge (and any further supplement to the Funding 1 Deed of Charge) and the Funding 2 Deed of Charge (and any supplement to the Funding 2 Deed of Charge), the relevant Loan (and any other Loan secured or intended to be secured by that Related Security or any part of it) and its their Related Security. Completion of such repurchase shall take place on the Distribution Date after receipt of such notice by the Seller of such Loan Repurchase Notice or such other date as the Mortgages Trustee may direct in the Loan Repurchase Notice (provided that the date so specified by the Mortgages Trustee shall not be later than 90 days after receipt by the Seller of such notice) when the Seller shall pay to the Mortgages Trustee GIC Account (or as the Mortgages Trustee shall direct) an amount equal to the aggregate Outstanding Principal Balance of such Loan or Loans and any Related Security and all Arrears of Interest and Accrued Interest relating thereto plus any amounts which have been deducted from (save for the amounts outstanding under that Loan or those Loans as a result repurchase of any determination referred Loan and its Related Security which is subject to a Further Advance, a Home Cash Reserve Advance or a Product Switch pursuant to CLAUSE 8.4 in Clause 7.4 which case the Seller shall pay to the Mortgages Trustee GIC Account (or any breach as the Mortgages Trustee shall direct) an amount equal to the aggregate Outstanding Principal Balance of the Representations such Loan and Warranties (whether by set off, concession or otherwiseits Related Security and Accrued Interest relating thereto only) as at the date of such repurchase and the provisions of Clause CLAUSE 8.6 shall apply. 8.6 On the date of completion of any repurchase of a Loan and its Related Security in accordance with Clause CLAUSE 8.5 above, the Funding 1 Security Trustee, the Funding 2 Security Trustee, the Mortgages Trustee Trustee, Funding 1 and Funding 2 shall at the cost of the Seller execute and deliver deliver, or cause their respective duly authorised attorneys to execute and deliver deliver, to the Seller: (a) a memorandum of release of such Loan and its Related Security from the security constituted by the Funding 1 Deed of Charge, the Second Supplemental Funding 1 Deed of Charge in a form reasonably acceptable (and any further supplement to the SellerFunding 1 Deed of Charge) and the Funding 2 Deed of Charge (and any supplement to the Funding 2 Deed of Charge) substantially in the form set out in SCHEDULE 16; (b) in relation to the English Mortgages, if completion perfection of the assignment and assignation to the Mortgages Trustee has occurred in accordance with Clause CLAUSE 6: (i) if the relevant English Mortgage is over Registered Land, a transfer of such Mortgage to the Seller in the form of the Registered Transfer; or (ii) if the relevant English Mortgage is over Unregistered Land, a transfer of such English Mortgage to the Seller in the form of the Unregistered Transfer; or (iii) if the relevant Mortgage is a Scottish Mortgage, an assignation to the Seller in the applicable form of Scottish Transfer; (c) in relation to the Scottish Mortgages, if perfection of the assignation to the Mortgages Trustee has occurred in accordance with CLAUSE 6: (i) if the relevant Scottish Mortgage is over a Property title to which is registered in the Land Register of Scotland, a transfer by the Mortgages Trustee in favour of the Seller in a form substantially similar to an SLR Transfer; and (ii) if the relevant Scottish Mortgage is over a Property title to which is recorded in the General Register of Sasines, a transfer by the Mortgages Trustee in favour of the Seller in a form substantially similar to a Sasine Transfer; (d) a re-assignment or retrocession (as appropriate) of the rights of the Mortgages Trustee in respect of the relevant Related Security and a notice of such re-assignment or retrocession (as appropriate) each in a form reasonably acceptable to the SellerSeller (which shall, in the case of the re-assignment of the MIG Policies and notice of such re-assignment, be substantially in the form set out in SCHEDULE 17 and SCHEDULE 18 hereto respectively and in the case the re-assignment of rights against third parties, be substantially in the form set out in SCHEDULE 19); and (de) a notification to the Servicer that all further sums due in respect of such repurchased Loan are for the Seller's account. Upon such completion the Seller shall cease to be under any further obligation to hold any Title Deeds or other documents relating to such Loan or Loans and its or its/their Related Security to the order of the Mortgages Trustee and if the Mortgages Trustee holds the Title Deeds (if any) it will return them to the Seller. Any such repurchase by the Seller of or in respect of a Loan or Loans and its or their Related Security shall constitute a discharge and release of the Seller from any claims which the Mortgages Trustee and/or Funding or 1 and/or Funding 2 and/or the Funding 1 Security Trustee and/or the Funding 2 Security Trustee may have against the Seller arising from the relevant Representation or Warranty in relation to that Loan or Loans and its or their Related Security only but shall not affect any rights arising from a breach of any other express provision of this Agreement or any Representation or Warranty in relation to any other Loan and other Related Security. 8.7 Forthwith after After the Seller becomes aware of any event and/or fact which may reasonably give rise to an obligation under Clause 8.5 any clause of this Agreement to repurchase any Loan it shall notify the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee in writing thereof as soon as reasonably practicable. 8.8 The terms of this Clause CLAUSE 8 shall not prejudice the rights of the Mortgages Trustee or the Beneficiaries under the Mortgages Trust Deed. 8.9 The parties to this Agreement may, with the prior written consent of the Funding 1 Security Trustee and the Funding 2 Security Trustee, waive or amend the Representations and Warranties. In determining whether to give its consent to the proposed waiver or amendments to the Representations and Warranties, each of the Funding 1 Security Trustee shall, in relation to and the First Issuer, Funding 2 Security Trustee shall exercise its discretion (in the case of the Funding 1 Security Trustee) in accordance with the terms of CLAUSE 25.8 of the Funding 1 Deed of Charge and (in relation to the Second Issuer, the Third Issuer and any New Issuer, shall give its consent thereto provided that the Rating Agencies have confirmed that the then current ratings case of the Notes would not be adversely affected as a result Funding 2 Security Trustee) the terms of such amendments CLAUSE 24.8 of the Funding 2 Deed of Charge and (but without prejudice to in both cases) in accordance with CLAUSE 4 of the exercise by the Security Trustee of its discretions in relation to the First Issue)Controlling Beneficiary Deed.

WARRANTIES AND REPURCHASE BY THE SELLER. 8.1 The Seller makes the Representations and Warranties: (a) in respect of each Loan and its Related Security in the Initial Portfolio as at the date hereof and on the Initial Closing Date; and (b) in relation to each New Loan and its Related Security in a New Portfolio, on the date of the service of the relevant New Portfolio Notice and on the relevant Assignment Date. The Seller acknowledges that the Representations and Warranties are made with a view (as the case may be) to inducing the Mortgages Trustee, Funding and the Security Trustee either to enter into this Agreement and the other Transaction Documents to which each is a party or to agree to purchase the New Loans and their Related Security comprised in each New Portfolio and that each of the Mortgages Trustee, Funding and the Security Trustee has entered into this Agreement and the other Transaction Documents to which each it is a party in reliance upon the Representations and Warranties notwithstanding any information in fact possessed or discoverable by the Mortgages Trustee, Funding and/or the Security Trustee or otherwise disclosed to any of them and that prior to entering into this Agreement and the other Transaction Documents to which each is a party neither the Mortgages Trustee nor Funding nor the Security Trustee has made any enquiries of any matter. 8.2 The Mortgages Trustee's, Funding's and the Security Trustee's sole remedy in respect of a breach of any of the Representations and Warranties shall be to take action under this Clause 8 or under Clause 8 of the Mortgages Trust Deed. 8.3 In the event of a material breach of any of the Representations or Warranties in respect of any Loan and/or its Related Security or if any of the Representations or Warranties proves to be materially untrue as at the Closing Date or, as the case may be, the relevant Assignment Date, and provided that: (a) the Mortgages Trustee has given the Seller not less than 20 days' notice in writing; (b) the Mortgages Trustee has obtained the consent of the Security Trustee; and (c) such breach or untruth, where capable of remedy, is not remedied within the 20 day period referred to in (a) (or such longer period as Funding and the Security Trustee may direct the Mortgages Trustee), then at Funding's and the Security Trustee's direction the Mortgages Trustee may serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause 8.5. 8.4 If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Further Advance or a Product Switch then, at Funding and the Security Trustee's direction, the Mortgages Trustee will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause 8.5. 8.5 Upon receipt of a Loan Repurchase Notice duly signed on behalf of the Mortgages Trustee, the Seller shall sign and return a duplicate copy and shall repurchase from the Mortgages Trustee, and the Mortgages Trustee shall re-assign to the Seller free from the Security created by the Funding Deed of Charge, the relevant Loan (and any other Loan secured or intended to be secured by that Related Security or any part of it) and its their Related Security. Completion of such repurchase shall take place on the Distribution Date after receipt of such notice by the Seller or such other date as the Mortgages Trustee may direct in the Loan Repurchase Notice (provided that the date so specified by the Mortgages Trustee shall not be later than 90 days after receipt by the Seller of such notice) when the Seller shall pay to the Mortgages Trustee GIC Account (or as the Mortgages Trustee shall direct) an amount equal to the aggregate Outstanding Principal Balance of such Loan or Loans and any Related Security and all Arrears of Interest and Accrued Interest relating thereto plus any amounts which have been deducted from the amounts outstanding under that Loan or those Loans as a result of any determination referred to in Clause 7.4 or any breach of the Representations and Warranties (whether by set off, concession or otherwise) as at the date of such repurchase and the provisions of Clause 8.6 shall apply. 8.6 On the date of completion of any repurchase of a Loan and its Related Security in accordance with Clause 8.5 above, the Security Trustee, the Mortgages Trustee and Funding shall at the cost of the Seller execute and deliver or cause their respective duly authorised attorneys to execute and deliver to the Seller: (a) a memorandum of release of such Loan and its Related Security from the security constituted by the Funding Deed of Charge in a form reasonably acceptable to the Seller; (b) if completion of the assignment and assignation to the Mortgages Trustee has occurred in accordance with Clause 6: (i) if the relevant Mortgage is over Registered Land, a transfer of such Mortgage to the Seller in the form of the Registered Transfer; or (ii) if the relevant Mortgage is over Unregistered Land, a transfer to the Seller in the form of the Unregistered Transfer; or (iii) if the relevant Mortgage is a Scottish Mortgage, an assignation to the Seller in the applicable form of Scottish Transfer; (c) a re-assignment of the rights of the Mortgages Trustee in respect of the relevant Related Security each in a form reasonably acceptable to the SellerSeller (which shall, in the case of the re- assignment of the MIG Policies, be substantially in the form of the Assignment of MIG Policies); and (d) a notification to the Servicer that all further sums due in respect of such repurchased Loan are for the Seller's account. Upon such completion the Seller shall cease to be under any further obligation to hold any Title Deeds or other documents relating to such Loan or Loans and its or their Related Security to the order of the Mortgages Trustee and if the Mortgages Trustee holds the Title Deeds (if any) it will return them to the Seller. Any such repurchase by the Seller of a Loan or Loans and its or their Related Security shall constitute a discharge and release of the Seller from any claims which the Mortgages Trustee and/or Funding or the Security Trustee may have against the Seller arising from the relevant Representation or Warranty in relation to that Loan or Loans and its or their Related Security only but shall not affect any rights arising from a breach of any other express provision of this Agreement or any Representation or Warranty in relation to any other Loan and other Related Security. 8.7 Forthwith after the Seller becomes aware of any event which may reasonably give rise to an obligation under Clause 8.5 to repurchase any Loan it shall notify the Mortgages Trustee, Funding and the Security Trustee in writing thereof as soon as reasonably practicable. 8.8 The terms of this Clause 8 shall not prejudice the rights of the Mortgages Trustee or the Beneficiaries under the Mortgages Trust Deed. 8.9 The parties to this Agreement may, with the prior consent of the Security Trustee, waive or amend the Representations and Warranties. In determining whether to give its consent to the proposed waiver or amendments to the Representations and Warranties, the Security Trustee shall, in relation to the First IssuerIssue, exercise its discretion in accordance with the terms of the Funding Deed of Charge and in relation to the Second IssuerIssue, the Third Issuer Issue and any New IssuerIssue, shall give its consent thereto provided that the Rating Agencies have confirmed that the then current ratings of the Notes would not be adversely affected as a result of such amendments (but without prejudice to the exercise by the Security Trustee of its discretions in relation to the First Issue).

WARRANTIES AND REPURCHASE BY THE SELLER. 8.1 (a) The Seller hereby makes the Representations and Warranties: (ai) in respect of each Loan and its Related Security in the Initial Portfolio as at the date hereof and on the Initial Closing Date; and (bii) in relation to each New Loan and its Related Security in a New Portfolio, on the date of the service of the relevant New Portfolio Notice and on the relevant Assignment Sale Date. . (b) Each statement comprised in the Representations and Warranties shall be construed as a separate statement and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other such statement. (c) The Seller acknowledges acknowledges: (i) that the Representations and Warranties are made with a view to inducing the Mortgages Trustee, Funding 1 and the Security Trustee (as the case may be) to inducing the Mortgages Trustee, Funding and the Security Trustee either to enter into this Agreement and the other Transaction Documents to which each is a party or to agree to purchase the New Loans and their Related Security comprised in each New Portfolio and Portfolio, and (ii) that each of the Mortgages Trustee, Funding 1 and the Security Trustee has entered into this Agreement and the other Transaction Documents to which each it is a party in reliance upon the Representations and Warranties notwithstanding any information in fact possessed or discoverable by the Mortgages Trustee, Funding 1 and/or the Security Trustee or otherwise disclosed to any of them and them, and (iii) that prior to entering into this Agreement and the other Transaction Documents to which each is a party neither the Mortgages Trustee nor Funding 1 nor the Security Trustee has made any enquiries of any matter. 8.2 The Mortgages Trustee's, FundingFunding 1's and the Security Trustee's sole remedy in respect of a breach of any of the Representations and Warranties shall be to take action under this Clause CLAUSE 8 or under Clause 8 CLAUSE 6 of the Mortgages Trust Deed. 8.3 In the event of a material breach of any of the Representations or Warranties in respect of any Loan and/or its Related Security made under CLAUSE 8.1 or if any of the those Representations or Warranties proves to be materially untrue as at the Initial Closing Date or, as the case may be, the relevant Assignment Sale Date, and provided that: (a) the Mortgages Trustee has given the Seller not less than 20 daysLondon Business Days' notice in writing; (b) the Mortgages Trustee has obtained the prior written consent of the Security Trustee; and (c) such breach or untruth, where capable of remedy, is not remedied to the reasonable satisfaction of Funding 1 and the Security Trustee within the 20 day London Business Days period referred to in (a) (or such longer period as Funding 1 and the Security Trustee may direct the Mortgages TrusteeTrustee in writing), then at FundingFunding 1's and direction (subject to the prior written consent of the Security Trustee's direction ) the Mortgages Trustee may shall serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause CLAUSE 8.5. 8.4 (a) If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Further Advance or a Product Switch thenthen (save in the case of any Loan which is then in arrears), at Funding and 1's direction (subject to the prior written consent of the Security Trustee's direction), the Mortgages Trustee will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause CLAUSE 8.5. (b) If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Product Switch and (except as provided in paragraph (c) below) on the immediately preceding Distribution Date, the Seller is in breach of the conditions referred to in CLAUSES 4.2(A) to (P) inclusive as if references therein to NEW LOANS and NEW PORTFOLIO were references to the Loan which would result from the implementation of such Product Switch and as if references to SALE DATE were references to the date when the Seller and relevant Borrower complete such Product Switch then (save in the case of any Loan which is then in arrears) from and including the relevant Distribution Date to but excluding the date when such conditions have been satisfied, at Funding 1's direction (subject to the prior written consent of the Security Trustee), the Mortgages Trustee will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with CLAUSE 8.5. (c) If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Product Switch, the effect of which is to extend the final maturity date of the relevant Loan beyond June 2040 then, at Funding 1's direction (subject to the prior written consent of the Security Trustee), the Mortgages Trustee will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security in accordance with CLAUSE 8.5 notwithstanding that the conditions referred to in CLAUSES 4.2(A) to 4.2(P) have been satisfied. (d) For the avoidance of doubt, the Seller shall not accept an application from nor make an offer (which is accepted) to a Borrower for a Further Advance or a Product Switch if the relevant Loan to which such Further Advance or Product Switch relates is then in arrears subject only to such exceptions as made on a case by case basis as would be acceptable to a reasonable, prudent mortgage lender. 8.5 Upon receipt of a Loan Repurchase Notice duly signed on behalf of the Mortgages Trustee, the Seller shall sign and return a duplicate copy and shall repurchase from the Mortgages Trustee, and the Mortgages Trustee shall re-assign or re-transfer to the Seller free from the Security Interests created by the Funding 1 Deed of Charge and the Second Supplemental Funding 1 Deed of Charge, the relevant Loan (and any other Loan secured or intended to be secured by that Related Security or any part of it) and its their Related Security. Completion of such repurchase shall take place on the Distribution Date after receipt of such notice by the Seller of such Loan Repurchase Notice or such other date as the Mortgages Trustee may direct in the Loan Repurchase Notice (provided that the date so specified by the Mortgages Trustee shall not be later than 90 days after receipt by the Seller of such notice) when the Seller shall pay to the Mortgages Trustee GIC Account (or as the Mortgages Trustee shall direct) an amount equal to the aggregate Outstanding Principal Balance of such Loan or Loans and any Related Security and all Arrears of Interest and Accrued Interest relating thereto plus any amounts which have been deducted from (save for the amounts outstanding under that Loan or those Loans as a result repurchase of any determination referred Loan and its Related Security which is subject to a Further Advance or a Product Switch pursuant to CLAUSE 8.4 in Clause 7.4 which case the Seller shall pay to the Mortgages Trustee GIC Account (or any breach as the Mortgages Trustee shall direct) an amount equal to the aggregate Outstanding Principal Balance of the Representations such Loan and Warranties (whether by set off, concession or otherwiseits Related Security and Accrued Interest relating thereto only) as at the date of such repurchase and the provisions of Clause CLAUSE 8.6 shall apply. 8.6 On the date of completion of any repurchase of a Loan and its Related Security in accordance with Clause CLAUSE 8.5 above, the Security Trustee, the Mortgages Trustee and Funding 1 shall at the cost of the Seller execute and deliver deliver, or cause their respective duly authorised attorneys to execute and deliver deliver, to the Seller: (a) a memorandum of release of such Loan and its Related Security from the security constituted by the Funding 1 Deed of Charge and the Second Supplemental Funding 1 Deed of Charge in a form reasonably acceptable to the Seller; (b) in relation to the English Mortgages, if completion perfection of the assignment and assignation to the Mortgages Trustee has occurred in accordance with Clause CLAUSE 6: (i) if the relevant English Mortgage is over Registered Land, a transfer of such Mortgage to the Seller in the form of the Registered Transfer; or (ii) if the relevant Mortgage is over Unregistered Land, a transfer of such English Mortgage to the Seller in the form of the Unregistered Transfer; or (iii) if the relevant Mortgage is a Scottish Mortgage, an assignation to the Seller in the applicable form of Scottish Transfer; (c) in relation to the Scottish Mortgages, if perfection of the assignation to the Mortgages Trustee has occurred in accordance with Clause 6: (i) if the relevant Scottish Mortgage is over a Property title to which is registered in the Land Register of Scotland, an SLR Transfer by the Mortgages Trustee in favour of the Seller; and (ii) if the relevant Scottish Mortgage is over a Property title to which is registered in the General Register of Sasines, a Sasine Transfer by the Mortgages Trustee in favour of the Seller. (d) a re-assignment or retrocessions (as appropriate) of the rights of the Mortgages Trustee in respect of the relevant Related Security each in a form reasonably acceptable to the SellerSeller (which shall, in the case of the re-assignment of the MIG Policies, be substantially in the form of the Assignment of MIG Policies); and (de) a notification to the Servicer that all further sums due in respect of such repurchased Loan are for the Seller's account. Upon such completion the Seller shall cease to be under any further obligation to hold any Title Deeds or other documents relating to such Loan or Loans and its or its/their Related Security to the order of the Mortgages Trustee and if the Mortgages Trustee holds the Title Deeds (if any) it will return them to the Seller. Any such repurchase by the Seller of or in respect of a Loan or Loans and its or their Related Security shall constitute a discharge and release of the Seller from any claims which the Mortgages Trustee and/or Funding 1 or the Security Trustee may have against the Seller arising from the relevant Representation or Warranty in relation to that Loan or Loans and its or their Related Security only but shall not affect any rights arising from a breach of any other express provision of this Agreement or any Representation or Warranty in relation to any other Loan and other Related Security. 8.7 Forthwith after After the Seller becomes aware of any event and/or fact which may reasonably give rise to an obligation under Clause 8.5 any clause of this Agreement to repurchase any Loan it shall notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing thereof as soon as reasonably practicable. 8.8 The terms of this Clause CLAUSE 8 shall not prejudice the rights of the Mortgages Trustee or the Beneficiaries under the Mortgages Trust Deed. 8.9 The parties to this Agreement may, with the prior written consent of the Security Trustee, waive or amend the Representations and Warranties. In determining whether to give its consent to the proposed waiver or amendments to the Representations and Warranties, the Security Trustee shall, in relation to the First Issuer, shall exercise its discretion in accordance with the terms of CLAUSE 25.8 of the Funding 1 Deed of Charge and in relation to the Second Issuer, the Third Issuer and any New Issuer, shall give its consent thereto provided that the Rating Agencies have confirmed that the then current ratings of the Notes would not be adversely affected as a result of such amendments (but without prejudice to the exercise by the Security Trustee of its discretions in relation to the First Issue)Charge.

WARRANTIES AND REPURCHASE BY THE SELLER. 8.1 The Seller makes the Representations and Warranties: (a) The Seller hereby makes the Loan Warranties in respect relation to each of each Loan the Loans and its their Related Security in the Initial Portfolio as at the date hereof and on the Initial Closing Date; andDate in favour of the Issuer and the Security Trustee. (b) The Seller hereby makes the Loan Warranties in relation to each New Loan of the Additional Loans and its their Related Security in a New Portfolio, (other than any Additional Loans repurchased on the date Interest Payment Date immediately following the relevant Further Sale Date in accordance with Clause 9.12) on the Interest Payment Date immediately following the relevant Further Sale Date in favour of the service Issuer and the Security Trustee. (c) The Seller hereby makes the Loan Warranties in relation to each Loan which is subjec t to a Further Advance made by the Seller on the last day of the Monthly Period in which the relevant New Portfolio Notice Advance Date occurred in favour of the Issuer and the Security Trustee. (d) The Seller hereby makes the Loan Warranties in relation to each Loan which is subjec t to a Product Switch made by the Seller on the last day of the Monthly Period in which the relevant Assignment Date. Switch Date occurred in favour of the Issuer and the Security Trustee. (e) The Seller acknowledges hereby makes the Loan Warranties in relation to each Loan which is subjec t to a Tested Underpayment Option made by the Seller on the last day of the Monthly Period in which the relevant Option Date occurred in favour of the Issuer and the Security Trustee. (f) Each statement comprised in the Loan Warranties shall be construed as a separate statement and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other such statement. (g) The Seller acknowledges: (i) that the Representations and Loan Warranties are made with a view (as the case may be) to inducing the Mortgages Trustee, Funding Issuer and the Security Trustee either to enter into this Agreement and the other Transaction Documents to which each it is a party or to inducing the Issuer to agree to purchase purc hase the New Loans and their Related Security comprised in each New Portfolio and Security; (ii) that each of the Mortgages Trustee, Funding Issuer and the Security Trustee has entered into this Agreement and the other Transaction Documents to which each it is a party in reliance upon the Representations and Loan Warranties notwithstanding any information in fact possessed or discoverable by the Mortgages Trustee, Funding Issuer and/or the Security Trustee or otherwise disclosed to any of them and them; and (iii) that prior to entering into this Agreement and the other Transaction Documents to which each is a party neither the Mortgages Trustee nor Funding Issuer nor the Security Trustee has made any enquiries inquiries of any matter. 8.2 (h) The Mortgages Trustee'sSecurity Trustee and the Issuer acknowledge that they have not entered into this Agreement in reliance upon any representation, Fundingwarranty or undertaking other than those set out in this Agreement or upon any other enquiry, investigation or search whatsoever. 9.2 The Issuer's and the Security Trustee's sole remedy in respect of a breach of any of the Representations and Loan Warranties shall be to take action under this Clause 8 9. Furthermore, in respect of any actual or under alleged breach of Clause 8 9.1, the Issuer shall, as applicable: (a) notify the Seller as soon as reasonably practicable following any claim by any person of or arising from such actual or alleged breach and thereafter keep the Seller informed in relation to such claim; (b) not settle or compromise any such claim made or otherwise do anything which may be prejudicial to the position of the Mortgages Trust DeedSeller in relation thereto having regard to this Agreement, except pursuant to the written directions of the Seller or with the Seller's prior written approval, such directions and approval not to be unreasonably withheld; and (c) comply with the Seller's reasonable directions as to answering, disputing, defending, compromising, settling, or otherwise in relation to the claim made or initiated (including without limitation the instruction of particular legal advisers), and if and to the extent required by the Seller, do such things as the Seller may reasonably require to enable and authorise the Seller or persons nominated by the Seller to answer, dispute, defend, compromise, settle or otherwise deal with any such claim, or mitigate loss or potential loss on behalf of the Issuer, subject in each case to the Seller indemnifying the Issuer and the Security Trustee against the consequences (including the direct costs) of complying with the Seller's directions and requirements. 8.3 9.3 In the event of a material breach of any of the Representations or Loan Warranties in respect of any Loan and/or its Related Security made under Clause 9.1 or if any of the Representations or those Loan Warranties proves to be materially untrue in the case of a Loan in respect of which a Further Advance, Product Switch or Tested Underpayment Option is made as at the Closing last day of the Monthly Period in which such Further Advance, Product Switch or Tested Underpayment Option is made as tested at the Monthly Test Date orimmediately after the Monthly Period in which the Seller made the relevant Further Advance, Tested Underpayment Option or Product Switch (as the case may be, the relevant Assignment Date, and provided that:): (a) the Mortgages Trustee has given Issuer shall give notice to the Seller not less than 20 days' notice as soon as reasonably practicable and in writing;any event within thirty (30) days of discovery of such breach or breaches, specifying the Loans to which such breach or breaches relate and (in reasonable detail having regard to its level of knowledge) the facts giving rise to such breach or breaches and where practicable w ha t, in its reasonable opinion, is its best estimate (on a without prejudice basis) of the amount of any warranty claim; and (b) if such matter is capable of remedy, the Mortgages Trustee has obtained Seller shall use all reasonable endeavours to remedy the matter giving rise to any breach of a Loan Warranty at any time within ninety (90) days from and including the date upon which the Issuer gives notice under paragraph (a). 9.4 Where the Seller fails to remedy the matter giving rise to the breach of a Loan Warranty w ithin the above ninety (90) day period, or if such matter is not capable of remedy, then, subject to the prior written consent of the Security Trustee; and Trustee (c) such breach or untruth, where capable of remedy, is not remedied within the 20 day period referred to in (a) (or such longer period as Funding and which shall be given upon receipt by the Security Trustee may direct of a certificate signed by two authorised signatories of the Mortgages TrusteeServicer stating that a determination has been made that the repurchase of such Loans pursuant to this Clause 9 is for equivalent value (which shall mean equivalent value in the proceeds of further funding under the Class Z VFN)), then at Funding's and the Security Trustee's direction the Mortgages Trustee may Issuer shall serve upon the Seller a notice Loan Repurchase Notice in duplicate substantially in the form of the set out in Schedule 6 (Loan Repurchase Notice Notice) requiring the Seller to repurchase the relevant Loan ( w hic h, for the avoidance of doubt, shall include any Loan to which a Further Advance, Produc t Switc h or Tested Underpayment Option relates) and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause 8.59.10. 8.4 9.5 If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrow er for a Further Advance in respect of any Loan in the Portfolio and the Asset Conditions set out in Clause 5.6 (Asset Conditions) (other than that set out in Clause 5.6(d)) are not satisfied on the Monthly Test Date (using data calculated as at the last day of the immediately preceding Monthly Period) immediately following the Monthly Period in which the Further Advance was made and where such breach is either not capable of remedy or has not been remedied within ninety (90) days from and including such Monthly Test Date, then the Issuer shall serve on the Seller a Loan Repurchase Notice (in duplicate) substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan which is the subject of the Further Advance and its Related Security in accordance with Clause 9.10. Any breach of Clause 5.6(d) in the c ase of a Further Advance shall be subject to Clause 9.3 (above). 9.6 If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrow er for a Product Switch in respect of any Loan in the Portfolio and (a) the Product Switch was not a Permitted Product Switch and (b) the Asset Conditions set out in Clause 5.6 (Asset Conditions) (other than that set out in Clause 5.6(d)) are not satisfied on the Monthly Test Date (using data calculated as at the last day of the immediately preceding Monthly Period) immediately following the Monthly Period in which the Product Switch was made and where such breach is either not capable of remedy or has not been remedied by the Seller within ninety (90) days from and including such Monthly Test Date, then the Issuer shall serve on the Seller a Loan Repurchase Notice (in duplicate) substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan which is the subject of the Product Switch and its Related Security in accordance with Clause 9.10. If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Product Switch which converts a Loan to a Buy to Let Loan that Loan shall be in material breach of the Loan Warranties and Clause 9.3 above shall apply. Any breach of Clause 5.6(d) in the case of a Further Advance or shall be subject to Clause 9.3 (above) 9.7 If the Seller accepts an application from a Product Switch then, at Funding Borrower for an Underpayment Option which is a Tested Underpayment Option in respect of any Loan in the Portfolio and the Security Trustee's directionAsset Conditions set out in Clause 5.6 (Asset Conditions) (other than that set out in Clause 5.6(d)) are not satisfied on the Monthly Test Date (using data calculated as at the last day of the immediately preceding Monthly Period) immediately following the Monthly Period in which the Tested Underpayment Option was made and where such breach is either not capable of remedy or has not been remedied by the Seller within ninety (90) days from and including such Monthly Test Date, then the Mortgages Trustee will Issuer shall serve upon on the Seller a notice Loan Repurchase Notice (in duplicate) substantially in the form of the set out in Schedule 6 (Loan Repurchase Notice Notice) requiring the Seller to repurchase the relevant Loan which is the subjec t of the Tested Underpayment Option and its Related Security in accordance with Clause 9. 10. Any breach of Clause 5.6(d) in the case of a Tested Underpayment Option shall be subject to Clause 9.3 (above). 9.8 In relation to Additional Loans, if the Servicer determines on the Monthly Test Date (using data calculated as at the last day of the Monthly Period in which the relevant Further Sale Date occurred) immediately following the Monthly Period in which a Further Sale Date occurred that the Additional Loan Conditions were not met in relation to the relevant Additional Loans, and where such breach is either not capable of remedy or has not been remedied by the Seller within ninety (90) days after receiving written notice of such breach from the Servicer, then the Issuer shall serve on the Seller a Loan Repurchase Notice (in duplicate) substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller (or a person nominated by the Seller) to repurchase the relevant Additional Loan and its Related Security in accordance with Clause 9.10 below. 9.9 If YBS is replaced as the Interest Rate Hedge Provider, the Issuer shall promptly serve on the Seller a Loan Repurchase Notice (in duplicate) substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase any Loan subject to a Further Advance or Product Switch in accordance with Clause 9.10. 9.10 Upon receipt of a Loan Repurchase Notice duly signed on behalf of the Issuer, the Seller shall promptly sign and return a duplicate copy, and the Seller shall repurchase from the Issuer and the Issuer shall accordingly re-assign or re-transfer to the Seller free from the Security created by or pursuant to the Deed of Charge, the relevant Loan or Loans and its (or their) Related Sec urity ( and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause 8.5. 8.5 Upon receipt of a Loan Repurchase Notice duly signed on behalf of the Mortgages Trustee, the Seller shall sign and return a duplicate copy and shall repurchase from the Mortgages Trustee, and the Mortgages Trustee shall re-assign to the Seller free from the Security created by the Funding Deed of Charge, the relevant Loan (and any other Loan secured or intended to be secured by that Related Security or any part of it) and its Related Security). Completion of such repurchase pursuant to this Clause 9.10 shall take place (a) on the Distribution Monthly Pool Date after immediately following the receipt of such notice by the Seller Loan Repurchase Notice or (b) such other date as the Mortgages Trustee Issuer may direct in the Loan Repurchase Notice (provided that PROVIDED THAT the date so specified by the Mortgages Trustee Issuer shall not be later than 90 ninety (90) days after receipt by the Seller of such notice) when ). 9.11 On the repurchase date specified in the Loan Repurchase Notice, the Seller shall pay to the Mortgages Trustee GIC Account (or as the Mortgages Trustee Issuer shall direct) an amount equal to the aggregate Outstanding Principal of the Current Balance (excluding, if applicable, the amount of such any Further Advance which has not yet been paid for by the Issuer) of the relevant Loan or Loans and any Related Security and all Arrears of Interest and Accrued Interest relating thereto plus any amounts which have been deducted from the amounts outstanding under that Loan or those Loans as a result of any determination referred to in Clause 7.4 or any breach of the Representations and Warranties (whether by set off, concession or otherwise) determined as at the date day before the relevant Monthly Pool Date (excluding, if applicable, the amount of such repurchase and any Further Advance which has not yet been paid for by the Issuer)), as the case may be. Where a Loan is repurchased by the Seller, the provisions of Clause 8.6 9.16 shall apply. 8.6 On 9.12 The Seller may, repurchase any Additional Loans sold to the date of completion of Issuer on a Further Sale Date on the Interest Payment Date immediately following the relevant Further Sale Date on which such Additional Loans were sold to the Issuer if such Additional Loans would, if the Additional Loan Conditions were tested in relation to such Loans, breach any repurchase of a Loan and its Related Security in accordance with Clause 8.5 above, the Security Trustee, the Mortgages Trustee and Funding shall at the cost of the Seller execute and deliver Additional Loan Conditions or if such Loans remaining in the Portfolio would cause their respective duly authorised attorneys the Issuer or YBS, as applicable, to execute and deliver to the Seller: (a) a memorandum of release of such Loan and its Related Security from the security constituted by the Funding Deed of Charge in a form reasonably acceptable to the Seller; (b) if completion breach any terms of the assignment and assignation to Transaction Documents, by serving on the Mortgages Trustee has occurred Issuer a Seller Loan Repurchase Notic e ( in accordance with Clause 6: (iduplicate) if the relevant Mortgage is over Registered Land, a transfer of such Mortgage to the Seller substantially in the form set out in Schedule 13 (Seller Loan Repurchase Notice). 9.13 In respect of a COVID-19 Payment Holiday Loan, the Registered Transfer; or (ii) if Seller may at its option repurchase the relevant Mortgage is over Unregistered Land, COVID-19 Payment Holiday Loan on the Monthly Pool Date immediately following the Monthly Period in which the relevant payment holiday was granted by serving on the Issuer a transfer to the Seller Loan Repurchase Notice (in duplicate) substantially in the form of set out in Schedule 13 (Seller Loan Repurchase Notice). The repurchase price for such COVID-19 Payment Holiday Loan shall be equal to its Current Balance determined as at the Unregistered Transfer; or (iii) if the relevant Mortgage is a Scottish Mortgage, an assignation to the Seller in the applicable form of Scottish Transfer; (c) a re-assignment of the rights of the Mortgages Trustee in respect of the relevant Related Security each in a form reasonably acceptable to the Seller; and (d) a notification to the Servicer that all further sums due in respect of day before such repurchased Loan are for the Seller's account. Upon such completion the Seller shall cease to be under any further obligation to hold any Title Deeds or other documents relating to such Loan or Loans and its or their Related Security to the order of the Mortgages Trustee and if the Mortgages Trustee holds the Title Deeds (if any) it will return them to the Seller. Any such repurchase by the Seller of a Loan or Loans and its or their Related Security shall constitute a discharge and release of the Seller from any claims which the Mortgages Trustee and/or Funding or the Security Trustee may have against the Seller arising from the relevant Representation or Warranty in relation to that Loan or Loans and its or their Related Security only but shall not affect any rights arising from a breach of any other express provision of this Agreement or any Representation or Warranty in relation to any other Loan and other Related SecurityMonthly Pool Date. 8.7 Forthwith after the Seller becomes aware of any event which may reasonably give rise to an obligation under Clause 8.5 to repurchase any Loan it shall notify the Mortgages Trustee, Funding and the Security Trustee in writing thereof as soon as reasonably practicable. 8.8 The terms of this Clause 8 shall not prejudice the rights of the Mortgages Trustee or the Beneficiaries under the Mortgages Trust Deed. 8.9 The parties to this Agreement may, with the prior consent of the Security Trustee, waive or amend the Representations and Warranties. In determining whether to give its consent to the proposed waiver or amendments to the Representations and Warranties, the Security Trustee shall, in relation to the First Issuer, exercise its discretion in accordance with the terms of the Funding Deed of Charge and in relation to the Second Issuer, the Third Issuer and any New Issuer, shall give its consent thereto provided that the Rating Agencies have confirmed that the then current ratings of the Notes would not be adversely affected as a result of such amendments (but without prejudice to the exercise by the Security Trustee of its discretions in relation to the First Issue).

WARRANTIES AND REPURCHASE BY THE SELLER. 8.1 The Seller makes the Representations and Warranties: (a) in respect of each Loan and its Related Security in the Initial Portfolio as at the date hereof and on the Initial Closing Date; and (b) in relation to each New Loan and its Related Security in a New Portfolio, on the date of the service of the relevant New Portfolio Notice and on the relevant Assignment Date. The Seller acknowledges that the Representations and Warranties are made with a view (as the case may be) to inducing the Mortgages Trustee, Funding and the Security Trustee either to enter into this Agreement and the other Transaction Documents to which each is a party or to agree to purchase the New Loans and their Related Security comprised in each New Portfolio and that each of the Mortgages Trustee, Funding and the Security Trustee has entered into this Agreement and the other Transaction Documents to which each is a party in reliance upon the Representations and Warranties notwithstanding any information in fact possessed or discoverable by the Mortgages Trustee, Funding and/or the Security Trustee or otherwise disclosed to any of them and that prior to entering into this Agreement and the other Transaction Documents to which each is a party neither the Mortgages Trustee nor Funding nor the Security Trustee has made any enquiries of any matter. 8.2 The Mortgages Trustee's, Funding's and the Security Trustee's sole remedy in respect of a breach of any of the Representations and Warranties shall be to take action under this Clause 8 or under Clause 8 of the Mortgages Trust Deed. 8.3 In the event of a material breach of any of the Representations or Warranties in respect of any Loan and/or its Related Security or if any of the Representations or Warranties proves to be materially untrue as at the Closing Date or, as the case may be, the relevant Assignment Date, and provided that: (a) the Mortgages Trustee has given the Seller not less than 20 days' notice in writing; (b) the Mortgages Trustee has obtained the consent of the Security Trustee; and (c) such breach or untruth, where capable of remedy, is not remedied within the 20 day period referred to in (a) (or such longer period as Funding and the Security Trustee may direct the Mortgages Trustee), then at Funding's and the Security Trustee's direction the Mortgages Trustee may serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause 8.5. 8.4 If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Further Advance or a Product Switch then, at Funding and the Security Trustee's direction, the Mortgages Trustee will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause 8.5. 8.5 Upon receipt of a Loan Repurchase Notice duly signed on behalf of the Mortgages Trustee, the Seller shall sign and return a duplicate copy and shall repurchase from the Mortgages Trustee, and the Mortgages Trustee shall re-assign to the Seller free from the Security created by the Funding Deed of Charge, the relevant Loan (and any other Loan secured or intended to be secured by that Related Security or any part of it) and its their Related Security. Completion of such repurchase shall take place on the Distribution Date after receipt of such notice by the Seller or such other date as the Mortgages Trustee may direct in the Loan Repurchase Notice (provided that the date so specified by the Mortgages Trustee shall not be later than 90 days after receipt by the Seller of such notice) when the Seller shall pay to the Mortgages Trustee GIC Account (or as the Mortgages Trustee shall direct) an amount equal to the aggregate Outstanding Principal Balance of such Loan or Loans and any Related Security and all Arrears of Interest and Accrued Interest relating thereto plus any amounts which have been deducted from the amounts outstanding under that Loan or those Loans as a result of any determination referred to in Clause 7.4 or any breach of the Representations and Warranties (whether by set off, concession or otherwise) as at the date of such repurchase and the provisions of Clause 8.6 shall apply. 8.6 On the date of completion of any repurchase of a Loan and its Related Security in accordance with Clause 8.5 above, the Security Trustee, the Mortgages Trustee and Funding shall at the cost of the Seller execute and deliver or cause their respective duly authorised attorneys to execute and deliver to the Seller: (a) a memorandum of release of such Loan and its Related Security from the security constituted by the Funding Deed of Charge in a form reasonably acceptable to the Seller; (b) if completion of the assignment and assignation to the Mortgages Trustee has occurred in accordance with Clause 6: (i) if the relevant Mortgage is over Registered Land, a transfer of such Mortgage to the Seller in the form of the Registered Transfer; or (ii) if the relevant Mortgage is over Unregistered Land, a transfer to the Seller in the form of the Unregistered Transfer; or (iii) if the relevant Mortgage is a Scottish Mortgage, an assignation to the Seller in the applicable form of Scottish Transfer; (c) a re-assignment of the rights of the Mortgages Trustee in respect of the relevant Related Security each in a form reasonably acceptable to the Seller; and (d) a notification to the Servicer that all further sums due in respect of such repurchased Loan are for the Seller's account. Upon such completion the Seller shall cease to be under any further obligation to hold any Title Deeds or other documents relating to such Loan or Loans and its or their Related Security to the order of the Mortgages Trustee and if the Mortgages Trustee holds the Title Deeds (if any) it will return them to the Seller. Any such repurchase by the Seller of a Loan or Loans and its or their Related Security shall constitute a discharge and release of the Seller from any claims which the Mortgages Trustee and/or Funding or the Security Trustee may have against the Seller arising from the relevant Representation or Warranty in relation to that Loan or Loans and its or their Related Security only but shall not affect any rights arising from a breach of any other express provision of this Agreement or any Representation or Warranty in relation to any other Loan and other Related Security. 8.7 Forthwith after the Seller becomes aware of any event which may reasonably give rise to an obligation under Clause 8.5 to repurchase any Loan it shall notify the Mortgages Trustee, Funding and the Security Trustee in writing thereof as soon as reasonably practicable. 8.8 The terms of this Clause 8 shall not prejudice the rights of the Mortgages Trustee or the Beneficiaries under the Mortgages Trust Deed. 8.9 The parties to this Agreement may, with the prior consent of the Security Trustee, waive or amend the Representations and Warranties. In determining whether to give its consent to the proposed waiver or amendments to the Representations and Warranties, the Security Trustee shall, in relation to the First IssuerIssue, exercise its discretion in accordance with the terms of the Funding Deed of Charge and in relation to the Second IssuerIssue, the Third Issuer Issue and any New IssuerIssue, shall give its consent thereto provided that the Rating Agencies have confirmed that the then current ratings of the Notes would not be adversely affected as a result of such amendments (but without prejudice to the exercise by the Security Trustee of its discretions in relation to the First Issue).

WARRANTIES AND REPURCHASE BY THE SELLER. 8.1 The Seller makes the Representations and Warranties: (a) in respect of each Loan and its Related Security in the Initial Portfolio as at the date hereof and on the Initial Closing Date; and (b) in relation to each New Loan and its Related Security in a New Portfolio, on the date of the service of the relevant New Portfolio Notice and on the relevant Assignment Date. The Seller acknowledges that the Representations and Warranties are made with a view (as the case may be) to inducing the Mortgages Trustee, Funding and the Security Trustee either to enter into this Agreement and the other Transaction Documents to which each is a party or to agree to purchase the New Loans and their Related Security comprised in each New Portfolio and that each of the Mortgages Trustee, Funding and the Security Trustee has entered into this Agreement and the other Transaction Documents to which each it is a party in reliance upon the Representations and Warranties notwithstanding any information in fact possessed or discoverable by the Mortgages Trustee, Funding and/or the Security Trustee or otherwise disclosed to any of them and that prior to entering into this Agreement and the other Transaction Documents to which each is a party neither the Mortgages Trustee nor Funding nor the Security Trustee has made any enquiries of any matter. 8.2 The Mortgages Trustee's, Funding's and the Security Trustee's sole remedy in respect of a breach of any of the Representations and Warranties shall be to take action under this Clause 8 or under Clause 8 of the Mortgages Trust Deed. 8.3 In the event of a material breach of any of the Representations or Warranties in respect of any Loan and/or its Related Security or if any of the Representations or Warranties proves to be materially untrue as at the Closing Date or, as the case may be, the relevant Assignment Date, and provided that: (a) the Mortgages Trustee has given the Seller not less than 20 days' notice in writing; (b) the Mortgages Trustee has obtained the consent of the Security Trustee; and (c) such breach or untruth, where capable of remedy, is not remedied within the 20 day period referred to in (a) (or such longer period as Funding and the Security Trustee may direct the Mortgages Trustee), then at Funding's and the Security Trustee's direction the Mortgages Trustee may serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause 8.5. 8.4 If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Further Advance or a Product Switch then, at Funding and the Security Trustee's direction, the Mortgages Trustee will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause 8.5. 8.5 Upon receipt of a Loan Repurchase Notice duly signed on behalf of the Mortgages Trustee, the Seller shall sign and return a duplicate copy and shall repurchase from the Mortgages Trustee, and the Mortgages Trustee shall re-assign to the Seller free from the Security created by the Funding Deed of Charge, the relevant Loan (and any other Loan secured or intended to be secured by that Related Security or any part of it) and its their Related Security. Completion of such repurchase shall take place on the Distribution Date after receipt of such notice by the Seller or such other date as the Mortgages Trustee may direct in the Loan Repurchase Notice (provided that the date so specified by the Mortgages Trustee shall not be later than 90 days after receipt by the Seller of such notice) when the Seller shall pay to the Mortgages Trustee GIC Account (or as the Mortgages Trustee shall direct) an amount equal to the aggregate Outstanding Principal Balance of such Loan or Loans and any Related Security and all Arrears of Interest and Accrued Interest relating thereto plus any amounts which have been deducted from the amounts outstanding under that Loan or those Loans as a result of any determination referred to in Clause 7.4 or any breach of the Representations and Warranties (whether by set off, concession or otherwise) as at the date of such repurchase and the provisions of Clause 8.6 shall apply. 8.6 On the date of completion of any repurchase of a Loan and its Related Security in accordance with Clause 8.5 above, the Security Trustee, the Mortgages Trustee and Funding shall at the cost of the Seller execute and deliver or cause their respective duly authorised attorneys to execute and deliver to the Seller: (a) a memorandum of release of such Loan and its Related Security from the security constituted by the Funding Deed of Charge in a form reasonably acceptable to the Seller; (b) if completion of the assignment and assignation to the Mortgages Trustee has occurred in accordance with Clause 6: (i) if the relevant Mortgage is over Registered Land, a transfer of such Mortgage to the Seller in the form of the Registered Transfer; or (ii) if the relevant Mortgage is over Unregistered Land, a transfer to the Seller in the form of the Unregistered Transfer; or (iii) if the relevant Mortgage is a Scottish Mortgage, an assignation to the Seller in the applicable form of Scottish Transfer; (c) a re-assignment of the rights of the Mortgages Trustee in respect of the relevant Related Security each in a form reasonably acceptable to the SellerSeller (which shall, in the case of the re-assignment of the MIG Policies (if applicable), be substantially in the form of the Assignment of MIG Policies); and (d) a notification to the Servicer that all further sums due in respect of such repurchased Loan are for the Seller's account. Upon such completion the Seller shall cease to be under any further obligation to hold any Title Deeds or other documents relating to such Loan or Loans and its or their Related Security to the order of the Mortgages Trustee and if the Mortgages Trustee holds the Title Deeds (if any) it will return them to the Seller. Any such repurchase by the Seller of a Loan or Loans and its or their Related Security shall constitute a discharge and release of the Seller from any claims which the Mortgages Trustee and/or Funding or the Security Trustee may have against the Seller arising from the relevant Representation or Warranty in relation to that Loan or Loans and its or their Related Security only but shall not affect any rights arising from a breach of any other express provision of this Agreement or any Representation or Warranty in relation to any other Loan and other Related Security. 8.7 Forthwith after the Seller becomes aware of any event which may reasonably give rise to an obligation under Clause 8.5 to repurchase any Loan it shall notify the Mortgages Trustee, Funding and the Security Trustee in writing thereof as soon as reasonably practicable. 8.8 The terms of this Clause 8 shall not prejudice the rights of the Mortgages Trustee or the Beneficiaries under the Mortgages Trust Deed. 8.9 The parties to this Agreement may, with the prior consent of the Security Trustee, waive or amend the Representations and Warranties. In determining whether to give its consent to the proposed waiver or amendments to the Representations and Warranties, the Security Trustee shall, in relation to the First IssuerIssue, exercise its discretion in accordance with the terms of the Funding Deed of Charge and in relation to the Second IssuerIssue, the Third Issuer Issue and any New IssuerIssue, shall give its consent thereto provided that the Rating Agencies have confirmed that the then current ratings of the Notes would not be adversely affected as a result of such amendments (but without prejudice to the exercise by the Security Trustee of its discretions in relation to the First Issue).

WARRANTIES AND REPURCHASE BY THE SELLER. 8.1 The Seller makes the Representations and Warranties: (a) in respect of each Loan and its Related Security in the Initial Portfolio as at the date hereof and on the Initial Closing Date; and (b) in relation to each New Loan and its Related Security in a New Portfolio, on the date of the service of the relevant New Portfolio Notice and on the relevant Assignment Date. The Seller acknowledges that the Representations and Warranties are made with a view (as the case may be) to inducing the Mortgages Trustee, Funding and the Funding Security Trustee either to enter into this Agreement and the other Transaction Documents to which each is a party or to agree to purchase the New Loans and their Related Security comprised in each New Portfolio and that each of the Mortgages Trustee, Funding and the Funding Security Trustee has entered into this Agreement and the other Transaction Documents to which each it is a party in reliance upon the Representations and Warranties notwithstanding any information in fact possessed or discoverable by the Mortgages Trustee, Funding and/or the Funding Security Trustee or otherwise disclosed to any of them and that prior to entering into this Agreement and the other Transaction Documents to which each is a party neither the Mortgages Trustee nor Funding nor the Funding Security Trustee has made any enquiries of any matter. 8.2 The Mortgages Trustee's, Funding's and the Funding Security Trustee's sole remedy in respect of a breach of any of the Representations and Warranties shall be to take action under this Clause CLAUSE 8 or under Clause 8 CLAUSE 6 of the Mortgages Trust Deed. 8.3 In the event of a material breach of any of the Representations or Warranties in respect of any Loan and/or its Related Security or if any of the Representations or Warranties proves to be materially untrue as at the Closing Date or, as the case may be, the relevant Assignment Date, and provided that: (a) the Mortgages Trustee has given the Seller not less than 20 days' notice in writing; (b) the Mortgages Trustee has obtained the consent of the Funding Security Trustee; and (c) such breach or untruth, where capable of remedy, is not remedied within the 20 day period referred to in (a) (or such longer period as Funding and the Funding Security Trustee may direct the Mortgages Trustee), then at Funding's and the Funding Security Trustee's direction the Mortgages Trustee may serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause CLAUSE 8.5. 8.4 If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Further Advance or a Product Switch then, at Funding and the Funding Security Trustee's direction, the Mortgages Trustee will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause CLAUSE 8.5. 8.5 Upon receipt of a Loan Repurchase Notice duly signed on behalf of the Mortgages Trustee, the Seller shall sign and return a duplicate copy and shall repurchase from the Mortgages Trustee, and the Mortgages Trustee shall re-assign to the Seller free from the Security created by the Funding Deed of Charge, the relevant Loan (and any other Loan secured or intended to be secured by that Related Security or any part of it) and its their Related Security. Completion of such repurchase shall take place on the Distribution Date after receipt of such notice by the Seller or such other date as the Mortgages Trustee may direct in the Loan Repurchase Notice (provided that the date so specified by the Mortgages Trustee shall not be later than 90 days after receipt by the Seller of such notice) when the Seller shall pay to the Mortgages Trustee GIC Account (or as the Mortgages Trustee shall direct) an amount equal to the aggregate Outstanding Principal Balance of such Loan or Loans and any Related Security and all Arrears of Interest and Accrued Interest relating thereto plus any amounts which have been deducted from the amounts outstanding under that Loan or those Loans as a result of any determination referred to in Clause 7.4 or any breach of the Representations and Warranties (whether by set off, concession or otherwise) as at the date of such repurchase and the provisions of Clause CLAUSE 8.6 shall apply. 8.6 On the date of completion of any repurchase of a Loan and its Related Security in accordance with Clause CLAUSE 8.5 above, the Funding Security Trustee, the Mortgages Trustee and Funding shall at the cost of the Seller execute and deliver or cause their respective duly authorised attorneys to execute and deliver to the Seller: (a) a memorandum of release of such Loan and its Related Security from the security constituted by the Funding Deed of Charge in a form reasonably acceptable to the Seller; (b) if completion of the assignment and assignation to the Mortgages Trustee has occurred in accordance with Clause CLAUSE 6: (i) if the relevant Mortgage is over Registered Land, a transfer of such Mortgage to the Seller in the form of the Registered Transfer; or (ii) if the relevant Mortgage is over Unregistered Land, a transfer to the Seller in the form of the Unregistered Transfer; or (iii) if the relevant Mortgage is a Scottish Mortgage, an assignation to the Seller in the applicable form of Scottish Transfer; (c) a re-assignment of the rights of the Mortgages Trustee in respect of the relevant Related Security each in a form reasonably acceptable to the SellerSeller (which shall, in the case of the re-assignment of the MIG Policies, be substantially in the form of the Assignment of MIG Policies); and (d) a notification to the Servicer that all further sums due in respect of such repurchased Loan are for the Seller's account. Upon such completion the Seller shall cease to be under any further obligation to hold any Title Deeds or other documents relating to such Loan or Loans and its or their Related Security to the order of the Mortgages Trustee and if the Mortgages Trustee holds the Title Deeds (if any) it will return them to the Seller. Any such repurchase by the Seller of a Loan or Loans and its or their Related Security shall constitute a discharge and release of the Seller from any claims which the Mortgages Trustee and/or Funding or the Funding Security Trustee may have against the Seller arising from the relevant Representation or Warranty in relation to that Loan or Loans and its or their Related Security only but shall not affect any rights arising from a breach of any other express provision of this Agreement or any Representation or Warranty in relation to any other Loan and other Related Security. 8.7 Forthwith after the Seller becomes aware of any event which may reasonably give rise to an obligation under Clause CLAUSE 8.5 to repurchase any Loan it shall notify the Mortgages Trustee, Funding and the Funding Security Trustee in writing thereof as soon as reasonably practicable. 8.8 The terms of this Clause CLAUSE 8 shall not prejudice the rights of the Mortgages Trustee or the Beneficiaries under the Mortgages Trust Deed. 8.9 The parties to this Agreement may, with the prior consent of the Funding Security Trustee, waive or amend the Representations and Warranties. In determining whether to give its consent to the proposed waiver or amendments to the Representations and Warranties, the Funding Security Trustee shall, in relation to the First IssuerIssue, exercise its discretion in accordance with the terms of the Funding Deed of Charge and in relation to the Second IssuerIssue, the Third Issuer Issue and any New IssuerIssue, shall give its consent thereto provided that the Rating Agencies have confirmed that the then current ratings of the Notes would not be adversely affected as a result of such amendments (but without prejudice to the exercise by the Funding Security Trustee of its discretions in relation to the First Issue).

WARRANTIES AND REPURCHASE BY THE SELLER. 8.1 The Seller makes the Representations and Warranties: (a) The Seller hereby makes the Loan Warranties in respect relation to each of each Loan the Loans and its their Related Security in the Initial Portfolio as at the date hereof and on the Initial Closing Date; andDate in favour of the Issuer and the Security Trustee. (b) The Seller hereby makes the Loan Warranties in relation to each New Loan and its Related Security in which is subject to a New Portfolio, Further Advance made by the Seller on the date last day of the service Monthly Period in which the relevant Advance Date occurred in favour of the relevant New Portfolio Notice Issuer and the Security Trustee. (c) The Seller hereby makes the Loan Warranties in relation to each Loan which is subject to a Product Switch made by the Seller on the last day of the Monthly Period in which the relevant Assignment Date. Switch Date occurred in favour of the Issuer and the Security Trustee. (d) The Seller acknowledges hereby makes the Loan Warranties in relation to each Loan which is subject to a Tested Underpayment Option made by the Seller on the last day of the Monthly Period in which the relevant Option Date occurred in favour of the Issuer and the Security Trustee. (e) Each statement comprised in the Loan Warranties shall be construed as a separate statement and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other such statement. (f) The Seller acknowledges: (i) that the Representations and Loan Warranties are made with a view (as the case may be) to inducing the Mortgages Trustee, Funding Issuer and the Security Trustee either to enter into this Agreement and the other Transaction Documents to which each it is a party or to inducing the Issuer to agree to purchase the New Loans and their Related Security comprised in each New Portfolio and Security; (ii) that each of the Mortgages Trustee, Funding Issuer and the Security Trustee has entered into this Agreement and the other Transaction Documents to which each it is a party in reliance upon the Representations and Loan Warranties notwithstanding any information in fact possessed or discoverable by the Mortgages Trustee, Funding Issuer and/or the Security Trustee or otherwise disclosed to any of them and them; and (iii) that prior to entering into this Agreement and the other Transaction Documents to which each is a party neither the Mortgages Trustee nor Funding Issuer nor the Security Trustee has made any enquiries of any matter. (g) The Security Trustee and the Issuer acknowledge that they have not entered into this Agreement in reliance upon any representation, warranty or undertaking other than those set out in this Agreement or upon any other enquiry, investigation or search whatsoever. 8.2 The Mortgages Trustee's, FundingIssuer's and the Security Trustee's sole remedy in respect of a breach of any of the Representations and Loan Warranties shall be to take action under this Clause 8 8. Furthermore, in respect of any actual or under alleged breach of Clause 8 8.1, the Issuer shall, as applicable: (a) notify the Seller as soon as reasonably practicable following any claim by any person of or arising from such actual or alleged breach and thereafter keep the Seller informed in relation to such claim; (b) not settle or compromise any such claim made or otherwise do anything which may be prejudicial to the position of the Mortgages Trust DeedSeller in relation thereto having regard to this Agreement, except pursuant to the written directions of the Seller or with the Seller's prior written approval, such directions and approval not to be unreasonably withheld; and (c) comply with the Seller's reasonable directions as to answering, disputing, defending, compromising, settling, or otherwise in relation to the claim made or initiated (including without limitation the instruction of particular legal advisers), and if and to the extent required by the Seller, do such things as the Seller may reasonably require to enable and authorise the Seller or persons nominated by the Seller to answer, dispute, defend, compromise, settle or otherwise deal with any such claim, or mitigate loss or potential loss on behalf of the Issuer, subject in each case to the Seller indemnifying the Issuer and the Security Trustee against the consequences (including the direct costs) of complying with the Seller's directions and requirements. 8.3 In the event of a material breach of any of the Representations or Loan Warranties in respect of any Loan and/or its Related Security made under Clause 8.1 or if any of the Representations or those Loan Warranties proves to be materially untrue in the case of a Loan in respect of which a Further Advance, Product Switch or Tested Underpayment Option is made as at the Closing last day of the Monthly Period in which such Further Advance, Product Switch or Tested Underpayment Option is made as tested at the Monthly Test Date orimmediately after the Monthly Period in which the Seller made the relevant Further Advance, Tested Underpayment Option or Product Switch (as the case may be, the relevant Assignment Date, and provided that:): (a) the Mortgages Trustee has given Issuer shall give notice to the Seller not less than 20 days' notice as soon as reasonably practicable and in writing;any event within thirty (30) days of discovery of such breach or breaches, specifying the Loans to which such breach or breaches relate and (in reasonable detail having regard to its level of knowledge) the facts giving rise to such breach or breaches and where practicable what, in its reasonable opinion, is its best estimate (on a without prejudice basis) of the amount of any warranty claim; and (b) if such matter is capable of remedy, the Mortgages Trustee has obtained Seller shall use all reasonable endeavours to remedy the matter giving rise to any breach of a Loan Warranty at any time within ninety (90) days from and including the date upon which the Issuer gives notice under paragraph (a). 8.4 Where the Seller fails to remedy the matter giving rise to the breach of a Loan Warranty within the above ninety (90) day period, or if such matter is not capable of remedy, then, subject to the prior written consent of the Security Trustee; and Trustee (c) such breach or untruth, where capable of remedy, is not remedied within the 20 day period referred to in (a) (or such longer period as Funding and which shall be given upon receipt by the Security Trustee may direct of a certificate signed by two authorised signatories of the Mortgages TrusteeServicer stating that a determination has been made that the repurchase of such Loans pursuant to this Clause 8 is for equivalent value (which shall mean equivalent value in the proceeds of further funding under the Class Z VFN)), then at Funding's and the Security Trustee's direction the Mortgages Trustee may Issuer shall serve upon the Seller a notice Loan Repurchase Notice in duplicate substantially in the form of the set out in Schedule 4 (Loan Repurchase Notice Notice) requiring the Seller to repurchase the relevant Loan (which, for the avoidance of doubt, shall include any Loan to which a Further Advance, Product Switch or Tested Underpayment Option relates) and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause 8.58.8. 8.4 8.5 If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Further Advance or a Product Switch then, at Funding in respect of any Loan in the Portfolio and the Security Trustee's directionAsset Conditions set out in Clause 4.6 (Asset Conditions) (other than that set out in Clause 4.6(d)) are not satisfied on the Monthly Test Date (using data calculated as at the last day of the immediately preceding Monthly Period) immediately following the Monthly Period in which the Further Advance was made and where such breach is either not capable of remedy or has not been remedied within ninety (90) days from and including such Monthly Test Date, then the Mortgages Trustee will Issuer shall serve upon on the Seller a notice Loan Repurchase Notice (in duplicate) substantially in the form of the set out in Schedule 4 (Loan Repurchase Notice Notice) requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause 8.5. 8.5 Upon receipt of a Loan Repurchase Notice duly signed on behalf which is the subject of the Mortgages Trustee, the Seller shall sign and return a duplicate copy and shall repurchase from the Mortgages Trustee, and the Mortgages Trustee shall re-assign to the Seller free from the Security created by the Funding Deed of Charge, the relevant Loan (and any other Loan secured or intended to be secured by that Related Security or any part of it) and its Related Security. Completion of such repurchase shall take place on the Distribution Date after receipt of such notice by the Seller or such other date as the Mortgages Trustee may direct in the Loan Repurchase Notice (provided that the date so specified by the Mortgages Trustee shall not be later than 90 days after receipt by the Seller of such notice) when the Seller shall pay to the Mortgages Trustee GIC Account (or as the Mortgages Trustee shall direct) an amount equal to the aggregate Outstanding Principal Balance of such Loan or Loans and any Related Security and all Arrears of Interest and Accrued Interest relating thereto plus any amounts which have been deducted from the amounts outstanding under that Loan or those Loans as a result of any determination referred to in Clause 7.4 or any breach of the Representations and Warranties (whether by set off, concession or otherwise) as at the date of such repurchase and the provisions of Clause 8.6 shall apply. 8.6 On the date of completion of any repurchase of a Loan Further Advance and its Related Security in accordance with Clause 8.5 above, the Security Trustee, the Mortgages Trustee and Funding shall at the cost 8.8. Any breach of the Seller execute and deliver or cause their respective duly authorised attorneys to execute and deliver to the Seller: (aClause 4.6(d) a memorandum of release of such Loan and its Related Security from the security constituted by the Funding Deed of Charge in a form reasonably acceptable to the Seller; (b) if completion of the assignment and assignation to the Mortgages Trustee has occurred in accordance with Clause 6: (i) if the relevant Mortgage is over Registered Land, a transfer of such Mortgage to the Seller in the form of the Registered Transfer; or (ii) if the relevant Mortgage is over Unregistered Land, a transfer to the Seller in the form of the Unregistered Transfer; or (iii) if the relevant Mortgage is a Scottish Mortgage, an assignation to the Seller in the applicable form of Scottish Transfer; (c) a re-assignment of the rights of the Mortgages Trustee in respect of the relevant Related Security each in a form reasonably acceptable to the Seller; and (d) a notification to the Servicer that all further sums due in respect of such repurchased Loan are for the Seller's account. Upon such completion the Seller shall cease to be under any further obligation to hold any Title Deeds or other documents relating to such Loan or Loans and its or their Related Security to the order of the Mortgages Trustee and if the Mortgages Trustee holds the Title Deeds (if any) it will return them to the Seller. Any such repurchase by the Seller case of a Loan or Loans and its or their Related Security Further Advance shall constitute a discharge and release of the Seller from any claims which the Mortgages Trustee and/or Funding or the Security Trustee may have against the Seller arising from the relevant Representation or Warranty in relation be subject to that Loan or Loans and its or their Related Security only but shall not affect any rights arising from a breach of any other express provision of this Agreement or any Representation or Warranty in relation to any other Loan and other Related Security. 8.7 Forthwith after the Seller becomes aware of any event which may reasonably give rise to an obligation under Clause 8.5 to repurchase any Loan it shall notify the Mortgages Trustee, Funding and the Security Trustee in writing thereof as soon as reasonably practicable. 8.8 The terms of this Clause 8 shall not prejudice the rights of the Mortgages Trustee or the Beneficiaries under the Mortgages Trust Deed. 8.9 The parties to this Agreement may, with the prior consent of the Security Trustee, waive or amend the Representations and Warranties. In determining whether to give its consent to the proposed waiver or amendments to the Representations and Warranties, the Security Trustee shall, in relation to the First Issuer, exercise its discretion in accordance with the terms of the Funding Deed of Charge and in relation to the Second Issuer, the Third Issuer and any New Issuer, shall give its consent thereto provided that the Rating Agencies have confirmed that the then current ratings of the Notes would not be adversely affected as a result of such amendments 8.3 (but without prejudice to the exercise by the Security Trustee of its discretions in relation to the First Issueabove).

WARRANTIES AND REPURCHASE BY THE SELLER. 8.1 (a) The Seller (which, in this Clause 8, shall mean Halifax (prior to the Reorganisation Date) and Bank of Scotland (from the Reorganisation Date)) hereby made or (following the date hereof) makes the Representations and Warranties: (ai) in respect of each Loan and its Related Security in the Initial Portfolio as at the date hereof and on the Initial Closing Date; and (bii) in relation to each New Loan and its Related Security in a New Portfolio, on the date of the service of the relevant New Portfolio Notice and on the relevant Assignment Sale Date. . (b) Each statement comprised in the Representations and Warranties shall be construed as a separate statement and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other such statement. (c) The Seller acknowledges acknowledges: (i) that the Representations and Warranties are made with a view to inducing the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee (as the case may be) to inducing the Mortgages Trustee, Funding and the Security Trustee either to enter into this Agreement and the other Transaction Documents to which each it is a party or to agree to purchase the New Loans and their Related Security comprised in each New Portfolio and Portfolio, and (ii) that each of the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee has entered into this Agreement and the other Transaction Documents to which each it is a party in reliance upon the Representations and Warranties notwithstanding any information in fact possessed or discoverable by the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and/or the Funding 2 Security Trustee or otherwise disclosed to any of them and them, and (iii) that prior to entering into this Agreement and the other Transaction Documents to which each is a party neither none of the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee nor or the Funding nor the 2 Security Trustee has made any enquiries of any matter. 8.2 The Mortgages Trustee's, FundingFunding 1's, Funding 2's, the Funding 1 Security Trustee's and the Funding 2 Security Trustee's sole remedy in respect of a breach of any of the Representations and Warranties shall be to take action under this Clause 8 or under Clause 8 8.4 of the Mortgages Trust Deed. 8.3 In the event of a material breach of any of the Representations or Warranties in respect of any Loan and/or its Related Security made under Clause 8.1 or if any of the those Representations or Warranties proves to be materially untrue as at the Initial Closing Date or, as the case may be, the relevant Assignment Sale Date, and provided that: (a) the Mortgages Trustee has given the Seller not less than 20 daysLondon Business Days' notice in writingwriting (or such shorter period of notice as may be agreed between the Mortgages Trustee and the Seller); (b) the Mortgages Trustee has obtained the consent of the Security Trustee; and (c) such breach or untruth, where capable of remedy, is not remedied to the reasonable satisfaction of Funding 1 and Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee within the 20 day London Business Days period referred to in (a) (or such longer period as Funding 1 and Funding 2 and the Funding 1 Security Trustee and the Funding 2 Security Trustee may direct the Mortgages TrusteeTrustee in writing), then at Funding's and the Security Trustee's direction the Mortgages Trustee may shall then serve upon the Seller a notice in the form of the Loan Repurchase Notice set out in Schedule 6 requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause 8.5. 8.4 (a) If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Further Advance or a Product Switch then, at Funding Home Cash Reserve Advance then (save in the case of any Loan which is then in arrears) the Seller shall give notice to the Mortgages Trustee and the Security Trustee's direction, the Mortgages Trustee will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause 8.5. (b) If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Product Switch and (except as provided in paragraph (c) below) on the immediately preceding Distribution Date, the Seller is in breach of the conditions referred to in Clauses 4.2(a) to (p) inclusive as if references therein to NEW LOANS and NEW PORTFOLIO were references to the Loan which would result from the implementation of such Product Switch and as if references to SALE DATE were references to the date when the Seller and relevant Borrower complete such Product Switch then (save in the case of any Loan which is then in arrears) from and including the relevant Distribution Date to but excluding the date when such conditions have been satisfied the Mortgages Trustee will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause 8.5. (c) If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Product Switch, the effect of which is to extend the final maturity date of the relevant Loan beyond June 2040 then the Mortgages Trustee will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security in accordance with Clause 8.5 notwithstanding that the conditions referred to in Clauses 4.2(a) to 4.2(q) have been satisfied. (d) For the avoidance of doubt, the Seller shall not accept an application from nor make an offer (which is accepted) to a Borrower for a Further Advance, a Home Cash Reserve Advance or a Product Switch if the relevant Loan to which such Further Advance, Home Cash Reserve Advance or Product Switch relates is then in arrears subject only to such exceptions as made on a case by case basis as would be acceptable to a Reasonable, Prudent Mortgage Lender provided that the Seller shall not so act if it would result in any Funding I Issuer, the Master Issuer, Funding 1, Funding 2 or the Mortgages Trustee arranging or advising in respect of, administering (servicing) or entering into a regulated mortgage contract or agreeing to carry on any of these activities, if any Funding I Issuer, the Master Issuer, Funding 1, Funding 2 or the Mortgages Trustee would be required to be authorised under the FMSA to do so. 8.5 Upon receipt of a Loan Repurchase Notice substantially in the form set out in Schedule 6 duly signed on behalf of the Mortgages Trustee, the Seller shall sign and return a duplicate copy and shall repurchase from the Mortgages Trustee, and the Mortgages Trustee shall re-assign or re-transfer to the Seller free from the Security Interests created by the Funding 1 Deed of Charge and the Second Supplemental Funding 1 Deed of Charge (and any further supplement to the Funding 1 Deed of Charge) and the Funding 2 Deed of Charge (and any supplement to the Funding 2 Deed of Charge), the relevant Loan (and any other Loan secured or intended to be secured by that Related Security or any part of it) and its their Related Security. Completion of such repurchase shall take place on the Distribution Date after receipt of such notice by the Seller of such Loan Repurchase Notice or such other date as the Mortgages Trustee may direct in the Loan Repurchase Notice (provided that the date so specified by the Mortgages Trustee shall not be later than 90 days after receipt by the Seller of such notice) when the Seller shall pay to the Mortgages Trustee GIC Account (or as the Mortgages Trustee shall direct) an amount equal to the aggregate Outstanding Principal Balance of such Loan or Loans and any Related Security and all Arrears of Interest and Accrued Interest relating thereto plus any amounts which have been deducted from (save for the amounts outstanding under that Loan or those Loans as a result repurchase of any determination referred Loan and its Related Security which is subject to a Further Advance, a Home Cash Reserve Advance or a Product Switch pursuant to Clause 8.4 in Clause 7.4 which case the Seller shall pay to the Mortgages Trustee GIC Account (or any breach as the Mortgages Trustee shall direct) an amount equal to the aggregate Outstanding Principal Balance of the Representations such Loan and Warranties (whether by set off, concession or otherwiseits Related Security and Accrued Interest relating thereto only) as at the date of such repurchase and the provisions of Clause 8.6 shall apply. 8.6 On the date of completion of any repurchase of a Loan and its Related Security in accordance with Clause 8.5 above, the Funding 1 Security Trustee, the Funding 2 Security Trustee, the Mortgages Trustee Trustee, Funding 1 and Funding 2 shall at the cost of the Seller execute and deliver deliver, or cause their respective duly authorised attorneys to execute and deliver deliver, to the Seller: (a) a memorandum of release of such Loan and its Related Security from the security constituted by the Funding 1 Deed of Charge, the Second Supplemental Funding 1 Deed of Charge in a form reasonably acceptable (and any further supplement to the SellerFunding 1 Deed of Charge) and the Funding 2 Deed of Charge (and any supplement to the Funding 2 Deed of Charge) substantially in the form set out in Schedule 16; (b) in relation to the English Mortgages, if completion perfection of the assignment and assignation to the Mortgages Trustee has occurred in accordance with Clause 6: (i) if the relevant English Mortgage is over Registered Land, a transfer of such Mortgage to the Seller in the form of the Registered Transfer; or (ii) if the relevant English Mortgage is over Unregistered Land, a transfer of such English Mortgage to the Seller in the form of the Unregistered Transfer; or (iii) if the relevant Mortgage is a Scottish Mortgage, an assignation to the Seller in the applicable form of Scottish Transfer; (c) in relation to the Scottish Mortgages, if perfection of the assignation to the Mortgages Trustee has occurred in accordance with Clause 6: (i) if the relevant Scottish Mortgage is over a Property title to which is registered in the Land Register of Scotland, a transfer by the Mortgages Trustee in favour of the Seller in a form substantially similar to an SLR Transfer; and (ii) if the relevant Scottish Mortgage is over a Property title to which is recorded in the General Register of Sasines, a transfer by the Mortgages Trustee in favour of the Seller in a form substantially similar to a Sasine Transfer; (d) a re-assignment or retrocession (as appropriate) of the rights of the Mortgages Trustee in respect of the relevant Related Security and a notice of such re-assignment or retrocession (as appropriate) each in a form reasonably acceptable to the SellerSeller (which shall, in the case of the re-assignment of the MIG Policies and notice of such re-assignment, be substantially in the form set out in Schedule 17 and Schedule 18 hereto respectively and in the case of the re-assignment of rights against third parties, be substantially in the form set out in Schedule 19); and (de) a notification to the Servicer that all further sums due in respect of such repurchased Loan are for the Seller's account. Upon such completion the Seller shall cease to be under any further obligation to hold any Title Deeds or other documents relating to such Loan or Loans and its or its/their Related Security to the order of the Mortgages Trustee and if the Mortgages Trustee holds the Title Deeds (if any) it will return them to the Seller. Any such repurchase by the Seller of or in respect of a Loan or Loans and its or their Related Security shall constitute a discharge and release of the Seller from any claims which the Mortgages Trustee and/or Funding or 1 and/or Funding 2 and/or the Funding 1 Security Trustee and/or the Funding 2 Security Trustee may have against the Seller arising from the relevant Representation or Warranty in relation to that Loan or Loans and its or their Related Security only but shall not affect any rights arising from a breach of any other express provision of this Agreement or any Representation or Warranty in relation to any other Loan and other Related Security. 8.7 Forthwith after After the Seller becomes aware of any event and/or fact which may reasonably give rise to an obligation under Clause 8.5 any clause of this Agreement to repurchase any Loan it shall notify the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee in writing thereof as soon as reasonably practicable. 8.8 The terms of this Clause 8 shall not prejudice the rights of the Mortgages Trustee or the Beneficiaries under the Mortgages Trust Deed. 8.9 The parties to this Agreement may, with the prior written consent of the Funding 1 Security Trustee and the Funding 2 Security Trustee, waive or amend the Representations and Warranties. In determining whether to give its consent to the proposed waiver or amendments to the Representations and Warranties, each of the Funding 1 Security Trustee shall, in relation to and the First Issuer, Funding 2 Security Trustee shall exercise its discretion (in the case of the Funding 1 Security Trustee) in accordance with the terms of Clause 25.8 of the Funding 1 Deed of Charge and (in relation to the Second Issuer, the Third Issuer and any New Issuer, shall give its consent thereto provided that the Rating Agencies have confirmed that the then current ratings case of the Notes would not be adversely affected as a result Funding 2 Security Trustee) the terms of such amendments Clause 24.8 of the Funding 2 Deed of Charge and (but without prejudice to in both cases) in accordance with Clause 4 of the exercise by the Security Trustee of its discretions in relation to the First Issue)Controlling Beneficiary Deed.

WARRANTIES AND REPURCHASE BY THE SELLER. 8.1 (a) The Seller hereby makes the Representations and Warranties: (ai) in respect of each Loan and its Related Security in the Initial Portfolio as at the date hereof and on the Initial Closing Date; and (bii) in relation to each New Loan and its Related Security in a New Portfolio, on the date of the service of the relevant New Portfolio Notice and on the relevant Assignment Sale Date. . (b) Each statement comprised in the Representations and Warranties shall be construed as a separate statement and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other such statement. (c) The Seller acknowledges acknowledges: (i) that the Representations and Warranties are made with a view to inducing the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee (as the case may be) to inducing the Mortgages Trustee, Funding and the Security Trustee either to enter into this Agreement and the other Transaction Documents to which each is a party or to agree to purchase the New Loans and their Related Security comprised in each New Portfolio and Portfolio, and (ii) that each of the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee has entered into this Agreement and the other Transaction Documents to which each it is a party in reliance upon the Representations and Warranties notwithstanding any information in fact possessed or discoverable by the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and/or the Funding 2 Security Trustee or otherwise disclosed to any of them and them, and (iii) that prior to entering into this Agreement and the other Transaction Documents to which each is a party neither none of the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee nor or the Funding nor the 2 Security Trustee has made any enquiries of any matter. 8.2 The Mortgages Trustee's, FundingFunding 1's, Funding 2's, the Funding 1 Security Trustee's and the Funding 2 Security Trustee's sole remedy in respect of a breach of any of the Representations and Warranties shall be to take action under this Clause 8 or under Clause 8 8.4 of the Mortgages Trust Deed. 8.3 In the event of a material breach of any of the Representations or Warranties in respect of any Loan and/or its Related Security made under Clause 8.1 or if any of the those Representations or Warranties proves to be materially untrue as at the Initial Closing Date or, as the case may be, the relevant Assignment Sale Date, and provided that: (a) the Mortgages Trustee (acting on the directions of Funding 1 and Funding 2) has given the Seller not less than 20 daysLondon Business Days' notice in writingwriting (or such shorter period of notice as may be agreed between the Mortgages Trustee and the Seller); (b) the Mortgages Trustee has obtained the consent of the Security Trustee; and (c) such breach or untruth, where capable of remedy, is not remedied to the reasonable satisfaction of Funding 1 and Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee within the 20 day London Business Days period referred to in (a) (or such longer period as Funding 1 and Funding 2 and the Funding 1 Security Trustee and the Funding 2 Security Trustee may direct the Mortgages TrusteeTrustee in writing), then at Funding's and the Security Trustee's direction the Mortgages Trustee may (acting on the directions of Funding 1 and Funding 2) shall then serve upon the Seller a notice in the form of the Loan Repurchase Notice set out in Schedule 6 requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause 8.5. 8.4 (a) If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Further Advance or a Product Switch thenHome Cash Reserve Advance then (save in the case of any Loan which is then in arrears), at the direction of Funding 1 and Funding 2 (subject to the prior written consent of the Funding 1 Security Trustee and the Funding 2 Security Trustee's direction), the Mortgages Trustee will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause 8.5. (b) If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Product Switch and (except as provided in paragraph (c) below) on the immediately preceding Distribution Date, the Seller is in breach of the conditions referred to in Clauses 4.2(a) to (p) inclusive as if references therein to NEW LOANS and NEW PORTFOLIO were references to the Loan which would result from the implementation of such Product Switch and as if references to SALE DATE were references to the date when the Seller and relevant Borrower complete such Product Switch then (save in the case of any Loan which is then in arrears) from and including the relevant Distribution Date to but excluding the date when such conditions have been satisfied, at the direction of Funding 1 and Funding 2 (subject to the prior written consent of the Funding 1 Security Trustee and the Funding 2 Security Trustee), the Mortgages Trustee will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause 8.5. (c) If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Product Switch, the effect of which is to extend the final maturity date of the relevant Loan beyond June 2040 then, at the direction of Funding 1 and Funding 2 (subject to the prior written consent of the Funding 1 Security Trustee and the Funding 2 Security Trustee), the Mortgages Trustee will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security in accordance with Clause 8.5 notwithstanding that the conditions referred to in Clauses 4.2(a) to 4.2(q) have been satisfied. (d) For the avoidance of doubt, the Seller shall not accept an application from nor make an offer (which is accepted) to a Borrower for a Further Advance, a Home Cash Reserve Advance or a Product Switch if the relevant Loan to which such Further Advance, Home Cash Reserve Advance or Product Switch relates is then in arrears subject only to such exceptions as made on a case by case basis as would be acceptable to a Reasonable, Prudent Mortgage Lender provided that the Seller shall not so act if it would result in any Funding I Issuer, the Master Issuer, Funding 1, Funding 2 or the Mortgages Trustee arranging or advising in respect of, administering (servicing) or entering into a regulated mortgage contract or agreeing to carry on any of these activities, if any Funding I Issuer, the Master Issuer, Funding 1, Funding 2 or the Mortgages Trustee would be required to be authorised under the FMSA to do so. 8.5 Upon receipt of a Loan Repurchase Notice substantially in the form set out in Schedule 6 duly signed on behalf of the Mortgages Trustee, the Seller shall sign and return a duplicate copy and shall repurchase from the Mortgages Trustee, and the Mortgages Trustee shall re-assign or re-transfer to the Seller free from the Security Interests created by the Funding 1 Deed of Charge and the Second Supplemental Funding 1 Deed of Charge (and any further supplement to the Funding 1 Deed of Charge) and the Funding 2 Deed of Charge (and any supplement to the Funding 2 Deed of Charge), the relevant Loan (and any other Loan secured or intended to be secured by that Related Security or any part of it) and its their Related Security. Completion of such repurchase shall take place on the Distribution Date after receipt of such notice by the Seller of such Loan Repurchase Notice or such other date as the Mortgages Trustee may direct in the Loan Repurchase Notice (provided that the date so specified by the Mortgages Trustee shall not be later than 90 days after receipt by the Seller of such notice) when the Seller shall pay to the Mortgages Trustee GIC Account (or as the Mortgages Trustee shall direct) an amount equal to the aggregate Outstanding Principal Balance of such Loan or Loans and any Related Security and all Arrears of Interest and Accrued Interest relating thereto plus any amounts which have been deducted from (save for the amounts outstanding under that Loan or those Loans as a result repurchase of any determination referred Loan and its Related Security which is subject to a Further Advance, a Home Cash Reserve Advance or a Product Switch pursuant to Clause 8.4 in Clause 7.4 which case the Seller shall pay to the Mortgages Trustee GIC Account (or any breach as the Mortgages Trustee shall direct) an amount equal to the aggregate Outstanding Principal Balance of the Representations such Loan and Warranties (whether by set off, concession or otherwiseits Related Security and Accrued Interest relating thereto only) as at the date of such repurchase and the provisions of Clause 8.6 shall apply. 8.6 On the date of completion of any repurchase of a Loan and its Related Security in accordance with Clause 8.5 above, the Funding 1 Security Trustee, the Funding 2 Security Trustee, the Mortgages Trustee Trustee, Funding 1 and Funding 2 shall at the cost of the Seller execute and deliver deliver, or cause their respective duly authorised attorneys to execute and deliver deliver, to the Seller: (a) a memorandum of release of such Loan and its Related Security from the security constituted by the Funding 1 Deed of Charge, the Second Supplemental Funding 1 Deed of Charge in a form reasonably acceptable (and any further supplement to the SellerFunding 1 Deed of Charge) and the Funding 2 Deed of Charge (and any supplement to the Funding 2 Deed of Charge) substantially in the form set out in Schedule 16; (b) in relation to the English Mortgages, if completion perfection of the assignment and assignation to the Mortgages Trustee has occurred in accordance with Clause 6: (i) if the relevant English Mortgage is over Registered Land, a transfer of such Mortgage to the Seller in the form of the Registered Transfer; or (ii) if the relevant English Mortgage is over Unregistered Land, a transfer of such English Mortgage to the Seller in the form of the Unregistered Transfer; or (iii) if the relevant Mortgage is a Scottish Mortgage, an assignation to the Seller in the applicable form of Scottish Transfer; (c) in relation to the Scottish Mortgages, if perfection of the assignation to the Mortgages Trustee has occurred in accordance with Clause 6: (i) if the relevant Scottish Mortgage is over a Property title to which is registered in the Land Register of Scotland, a transfer by the Mortgages Trustee in favour of the Seller in a form substantially similar to an SLR Transfer; and (ii) if the relevant Scottish Mortgage is over a Property title to which is recorded in the General Register of Sasines, a transfer by the Mortgages Trustee in favour of the Seller in a form substantially similar to a Sasine Transfer; (d) a re-assignment or retrocession (as appropriate) of the rights of the Mortgages Trustee in respect of the relevant Related Security and a notice of such re-assignment or retrocession (as appropriate) each in a form reasonably acceptable to the SellerSeller (which shall, in the case of the re-assignment of the MIG Policies and notice of such re-assignment, be substantially in the form set out in Schedule 17 and Schedule 18 hereto respectively and in the case the re-assignment of rights against third parties, be substantially in the form set out in Schedule 19); and (de) a notification to the Servicer that all further sums due in respect of such repurchased Loan are for the Seller's account. Upon such completion the Seller shall cease to be under any further obligation to hold any Title Deeds or other documents relating to such Loan or Loans and its or its/their Related Security to the order of the Mortgages Trustee and if the Mortgages Trustee holds the Title Deeds (if any) it will return them to the Seller. Any such repurchase by the Seller of or in respect of a Loan or Loans and its or their Related Security shall constitute a discharge and release of the Seller from any claims which the Mortgages Trustee and/or Funding or 1 and/or Funding 2 and/or the Funding 1 Security Trustee and/or the Funding 2 Security Trustee may have against the Seller arising from the relevant Representation or Warranty in relation to that Loan or Loans and its or their Related Security only but shall not affect any rights arising from a breach of any other express provision of this Agreement or any Representation or Warranty in relation to any other Loan and other Related Security. 8.7 Forthwith after After the Seller becomes aware of any event and/or fact which may reasonably give rise to an obligation under Clause 8.5 any clause of this Agreement to repurchase any Loan it shall notify the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee in writing thereof as soon as reasonably practicable. 8.8 The terms of this Clause 8 shall not prejudice the rights of the Mortgages Trustee or the Beneficiaries under the Mortgages Trust Deed. 8.9 The parties to this Agreement may, with the prior written consent of the Funding 1 Security Trustee and the Funding 2 Security Trustee, waive or amend the Representations and Warranties. In determining whether to give its consent to the proposed waiver or amendments to the Representations and Warranties, each of the Funding 1 Security Trustee shall, in relation to and the First Issuer, Funding 2 Security Trustee shall exercise its discretion (in the case of the Funding 1 Security Trustee) in accordance with the terms of Clause 25.8 of the Funding 1 Deed of Charge and (in relation to the Second Issuer, the Third Issuer and any New Issuer, shall give its consent thereto provided that the Rating Agencies have confirmed that the then current ratings case of the Notes would not be adversely affected as a result Funding 2 Security Trustee) the terms of such amendments Clause 24.8 of the Funding 2 Deed of Charge and (but without prejudice to in both cases) in accordance with Clause 4 of the exercise by the Security Trustee of its discretions in relation to the First Issue)Controlling Beneficiary Deed.

WARRANTIES AND REPURCHASE BY THE SELLER. 8.1 (a) The Seller hereby makes the Representations and Warranties: (ai) in respect of each Loan and its Related Security in the Initial Portfolio as at the date hereof 14 June 2002 and on the Initial Closing Date; and (bii) in relation to each New Loan and its Related Security in a New Portfolio, on the date of the service of the relevant New Portfolio Notice and on the relevant Assignment Sale Date. . (b) Each statement comprised in the Representations and Warranties shall be construed as a separate statement and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other such statement. (c) The Seller acknowledges acknowledges: (i) that the Representations and Warranties are made with a view to inducing the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee (as the case may be) to inducing the Mortgages Trustee, Funding and the Security Trustee either to enter into this Agreement and the other Transaction Documents to which each is a party or to agree to purchase the New Loans and their Related Security comprised in each New Portfolio and Portfolio, and (ii) that each of the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee has entered into this Agreement and the other Transaction Documents to which each it is a party in reliance upon the Representations and Warranties notwithstanding any information in fact possessed or discoverable by the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and/or the Funding 2 Security Trustee or otherwise disclosed to any of them and them, and (iii) that prior to entering into this Agreement and the other Transaction Documents to which each is a party neither none of the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee nor or the Funding nor the 2 Security Trustee has made any enquiries of any matter. 8.2 The Mortgages Trustee's, FundingFunding 1's, Funding 2's, the Funding 1 Security Trustee's and the Funding 2 Security Trustee's sole remedy in respect of a breach of any of the Representations and Warranties shall be to take action under this Clause CLAUSE 8 or under Clause 8 CLAUSE 8.4 of the Mortgages Trust Deed. 8.3 In the event of a material breach of any of the Representations or Warranties in respect of any Loan and/or its Related Security made under CLAUSE 8.1 or if any of the those Representations or Warranties proves to be materially untrue as at the Initial Closing Date or, as the case may be, the relevant Assignment Sale Date, and provided that: (a) the Mortgages Trustee (acting on the directions of Funding 1 and Funding 2 given in accordance with the Controlling Beneficiary Deed) has given the Seller not less than 20 daysLondon Business Days' notice in writingwriting (or such shorter period of notice as may be agreed between the Mortgages Trustee and the Seller); (b) the Mortgages Trustee has obtained the prior written consent of the Funding 1 Security Trustee and the Funding 2 Security Trustee; and (c) such breach or untruth, where capable of remedy, is not remedied to the reasonable satisfaction of Funding 1 and Funding 2 (acting in accordance with the Controlling Beneficiary Deed), the Funding 1 Security Trustee and the Funding 2 Security Trustee within the 20 day London Business Days period referred to in (a) (or such longer period as Funding 1 and Funding 2 (acting in accordance with the terms of the Controlling Beneficiary Deed), the Funding 1 Security Trustee and the Funding 2 Security Trustee may direct the Mortgages TrusteeTrustee in writing), then at Funding's the direction of Funding 1 and Funding 2 (given in accordance with the Controlling Beneficiary Deed) and subject to the prior written consent of the Funding 1 Security Trustee and the Funding 2 Security Trustee's direction , the Mortgages Trustee may shall serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause CLAUSE 8.5. 8.4 (a) If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Further Advance or a Product Switch thenHome Cash Reserve Advance then (save in the case of any Loan which is then in arrears), at the direction of Funding 1 and Funding 2 given in accordance with the Controlling Beneficiary Deed (subject to the prior written consent of the Funding 1 Security Trustee and the Funding 2 Security Trustee's direction), the Mortgages Trustee will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with Clause CLAUSE 8.5. (b) If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Product Switch and (except as provided in PARAGRAPH (C) below) on the immediately preceding Distribution Date, the Seller is in breach of the conditions referred to in CLAUSES 4.2(A) to (P) inclusive as if references therein to NEW LOANS and NEW PORTFOLIO were references to the Loan which would result from the implementation of such Product Switch and as if references to SALE DATE were references to the date when the Seller and relevant Borrower complete such Product Switch then (save in the case of any Loan which is then in arrears) from and including the relevant Distribution Date to but excluding the date when such conditions have been satisfied, at the direction of Funding 1 and Funding 2 given in accordance with the Controlling Beneficiary Deed (subject to the prior written consent of the Funding 1 Security Trustee and the Funding 2 Security Trustee), the Mortgages Trustee will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security (and any other Loan secured or intended to be secured by that Related Security or any part of it) in accordance with CLAUSE 8.5. (c) If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Product Switch, the effect of which is to extend the final maturity date of the relevant Loan beyond [June 2040] then, at the direction of Funding 1 and Funding 2 given in accordance with the Controlling Beneficiary Deed (subject to the prior written consent of the Funding 1 Security Trustee and the Funding 2 Security Trustee), the Mortgages Trustee will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and its Related Security in accordance with CLAUSE 8.5 notwithstanding that the conditions referred to in CLAUSES 4.2(A) to 4.2(Q) have been satisfied. (d) For the avoidance of doubt, the Seller shall not accept an application from nor make an offer (which is accepted) to a Borrower for a Further Advance, a Home Cash Reserve Advance or a Product Switch if the relevant Loan to which such Further Advance, Home Cash Reserve Advance or Product Switch relates is then in arrears subject only to such exceptions as made on a case by case basis as would be acceptable to a Reasonable, Prudent Mortgage Lender provided that the Seller shall not so act if it would result in the Issuer, Funding 1, Funding 2 or the Mortgages Trustee arranging or advising in respect of, administering (servicing) or entering into a regulated mortgage contract or agreeing to carry on any of these activities, if the Issuer, Funding 1, Funding 2 or the Mortgages Trustee would be required to be authorised under the FMSA to do so. 8.5 Upon receipt of a Loan Repurchase Notice substantially in the form set out in Schedule 6 duly signed on behalf of the Mortgages Trustee, the Seller shall sign and return a duplicate copy and shall repurchase from the Mortgages Trustee, and the Mortgages Trustee shall re-assign or re-transfer to the Seller free from the Security Interests created by the Funding 1 Deed of Charge and the Second Supplemental Funding 1 Deed of Charge and any other supplement to the Funding 1 Deed of Charge, the Funding 2 Deed of Charge and any supplement to the Funding 2 Deed of Charge, the relevant Loan (and any other Loan secured or intended to be secured by that Related Security or any part of it) and its their Related Security. Completion of such repurchase shall take place on the Distribution Date after receipt of such notice by the Seller of such Loan Repurchase Notice or such other date as the Mortgages Trustee may direct in the Loan Repurchase Notice (provided that the date so specified by the Mortgages Trustee shall not be later than 90 days after receipt by the Seller of such notice) when the Seller shall pay to the Mortgages Trustee GIC Account (or as the Mortgages Trustee shall direct) an amount equal to the aggregate Outstanding Principal Balance of such Loan or Loans and any Related Security and all Arrears of Interest and Accrued Interest relating thereto plus any amounts which have been deducted from (save for the amounts outstanding under that Loan or those Loans as a result repurchase of any determination referred Loan and its Related Security which is subject to a Further Advance, a Home Cash Reserve Advance or a Product Switch pursuant to CLAUSE 8.4 in Clause 7.4 which case the Seller shall pay to the Mortgages Trustee GIC Account (or any breach as the Mortgages Trustee shall direct) an amount equal to the aggregate Outstanding Principal Balance of the Representations such Loan and Warranties (whether by set off, concession or otherwiseits Related Security and Accrued Interest relating thereto only) as at the date of such repurchase and the provisions of Clause CLAUSE 8.6 shall apply. 8.6 On the date of completion of any repurchase of a Loan and its Related Security in accordance with Clause CLAUSE 8.5 above, the Funding 1 Security Trustee, the Funding 2 Security Trustee, the Mortgages Trustee Trustee, Funding 1 and Funding 2 shall at the cost of the Seller execute and deliver deliver, or cause their respective duly authorised attorneys to execute and deliver deliver, to the Seller: (a) a memorandum of release of such Loan and its Related Security from the security constituted by the Funding 1 Deed of Charge, the Second Supplemental Funding 1 Deed of Charge in a form reasonably acceptable and any other supplement to the SellerFunding 1 Deed of Charge, the Funding 2 Deed of Charge and any supplement to the Funding 2 Deed of Charge substantially in the form set out in SCHEDULE 16; (b) in relation to the English Mortgages, if completion perfection of the assignment and assignation to the Mortgages Trustee has occurred in accordance with Clause CLAUSE 6: (i) if the relevant English Mortgage is over Registered Land, a transfer of such Mortgage to the Seller in the form of the Registered Transfer; or (ii) if the relevant English Mortgage is over Unregistered Land, a transfer of such English Mortgage to the Seller in the form of the Unregistered Transfer; or (iii) if the relevant Mortgage is a Scottish Mortgage, an assignation to the Seller in the applicable form of Scottish Transfer; (c) in relation to the Scottish Mortgages, if perfection of the assignation to the Mortgages Trustee has occurred in accordance with CLAUSE 6: (i) if the relevant Scottish Mortgage is over a Property title to which is registered in the Land Register of Scotland, a transfer by the Mortgages Trustee in favour of the Seller in a form substantially similar to an SLR Transfer; and (ii) if the relevant Scottish Mortgage is over a Property title to which is recorded in the General Register of Sasines, a transfer by the Mortgages Trustee in favour of the Seller in a form substantially similar to a Sasine Transfer; (d) a re-assignment or retrocession (as appropriate) of the rights of the Mortgages Trustee in respect of the relevant Related Security and a notice of such re-assignment or retrocession (as appropriate) each in a form reasonably acceptable to the SellerSeller (which shall, in the case of the re-assignment of the MIG Policies and notice of such re-assignment, be substantially in the form set out in SCHEDULE 17 and SCHEDULE 18 hereto respectively and in the case the re-assignment of rights against third parties, be substantially in the form set out in SCHEDULE 19); and (de) a notification to the Servicer that all further sums due in respect of such repurchased Loan are for the Seller's account. Upon such completion the Seller shall cease to be under any further obligation to hold any Title Deeds or other documents relating to such Loan or Loans and its or its/their Related Security to the order of the Mortgages Trustee and if the Mortgages Trustee holds the Title Deeds (if any) it will return them to the Seller. Any such repurchase by the Seller of or in respect of a Loan or Loans and its or their Related Security shall constitute a discharge and release of the Seller from any claims which the Mortgages Trustee and/or Funding or 1 and/or Funding 2 and/or the Funding 1 Security Trustee and/or the Funding 2 Security Trustee may have against the Seller arising from the relevant Representation or Warranty in relation to that Loan or Loans and its or their Related Security only but shall not affect any rights arising from a breach of any other express provision of this Agreement or any Representation or Warranty in relation to any other Loan and other Related Security. 8.7 Forthwith after After the Seller becomes aware of any event and/or fact which may reasonably give rise to an obligation under Clause 8.5 any clause of this Agreement to repurchase any Loan it shall notify the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee in writing thereof as soon as reasonably practicable. 8.8 The terms of this Clause CLAUSE 8 shall not prejudice the rights of the Mortgages Trustee or the Beneficiaries under the Mortgages Trust Deed. 8.9 The parties to this Agreement may, with the prior written consent of the Funding 1 Security Trustee and the Funding 2 Security Trustee, waive or amend the Representations and Warranties. In determining whether to give its consent to the proposed waiver or amendments to the Representations and Warranties, each of the Funding 1 Security Trustee shall, in relation to and the First Issuer, Funding 2 Security Trustee shall exercise its discretion in accordance with the terms of CLAUSE 25.8 of the Funding 1 Deed of Charge and in relation to the Second Issuer, the Third Issuer and any New Issuer, shall give its consent thereto provided that the Rating Agencies have confirmed that the then current ratings terms of CLAUSE 24.8 of the Notes would not be adversely affected as a result Funding 2 Deed of such amendments (but without prejudice to the exercise by the Security Trustee of its discretions in relation to the First Issue)Charge.