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

WARRANTIES AND REPURCHASE BY THE SELLER. (a) The Seller hereby makes the Representations and Warranties: (i) 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 (ii) 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 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: (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) either to enter into this Agreement and the other Transaction Documents to which is a party or to agree to purchase the New Loans and their Related Security comprised in each New 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 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 (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.

WARRANTIES AND REPURCHASE BY THE SELLER. (a) The Seller hereby makes the Representations and Warranties: (i) 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 (ii) 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 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: (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) either to enter into this Agreement and the other Transaction Documents to which is a party or to agree to purchase the New Loans and their Related Security comprised in each New 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 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 (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, Funding 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 8 or under 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 those Representations or Warranties proves to be materially untrue as at the Initial Closing Date or, as the case may be, the relevant Sale Date, and provided that: (a) the Mortgages Trustee has given the Seller not less than 20 London 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 London Business Days period referred to in (a) (or such longer period as Funding 1 and the Security Trustee may direct the Mortgages Trustee in writing), then at Funding 1’s direction (subject to the prior written consent of the Security Trustee) the Mortgages Trustee 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 8.5. (a) If the Seller accepts an application from, or makes an offer (which is accepted) to, a Borrower for a Further Advance then (save in the case of any Loan which is then in arrears), 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. (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 their Related Security. Completion of such repurchase shall take place on the Distribution Date after receipt 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 (save for the repurchase of any Loan and its Related Security which is subject to a Further Advance or a Product Switch pursuant to Clause 8.4 in which case 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 and its 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 Security Trustee, the Mortgages Trustee and Funding 1 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 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 perfection of the assignment 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; (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 retrocession (as appropriate) of the rights of the Mortgages Trustee in respect of the relevant Related Security each in a form reasonably acceptable to the Seller (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 (e) 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/their Related Security to the order of the Mortgages Trustee and if the Mortgages Trustee holds the Title Deeds it will return them to the Seller. Any 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 After the Seller becomes aware of any event and/or fact which may reasonably give rise to an obligation under 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 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 exercise its discretion in accordance with the terms of clause 25.8 of the Funding 1 Deed of Charge.

WARRANTIES AND REPURCHASE BY THE SELLER. (a) The Seller hereby makes the Representations and Warranties: (i) 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 (ii) 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 Sale Assignment 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: (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) either to enter into this Agreement and the other Transaction Documents to which is a party or to agree to purchase the New Loans and their Related Security comprised in each New 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 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 (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.

WARRANTIES AND REPURCHASE BY THE SELLER. (a) 8.1 The Seller hereby makes the Representations and Warranties: : (ia) 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 and (iib) 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 Sale Assignment 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: (i) acknowledges that the Representations and Warranties are made with a view (as the case may be) to inducing the Mortgages Trustee, Funding 1 and the Security Trustee (as the case may be) 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 (ii) Portfolio and that each of the Mortgages Trustee, Funding 1 and the Security Trustee has entered into this Agreement and the other Transaction Documents to which it each is a party in reliance upon the Representations and Warranties 15 <PAGE> 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 (iii) 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 1 nor the Security Trustee has made any enquiries of any matter.

WARRANTIES AND REPURCHASE BY THE SELLER. (a) The Seller hereby makes the Representations and Warranties: (i) in respect of each Loan and its Related Security in the Initial Portfolio as at the date thedate hereof and on the Initial Closing Date; and (ii) in relation to each New Loan and its Related Security in a New Portfolio, on the date of dateof the service of the relevant New Portfolio Notice and on the relevant Sale Date. (b) Each statement comprised in the Representations and Warranties shall be construed as a separate aseparate statement and (save as expressly provided to the contrary) shall not be notbe limited or restricted by reference to or inference from the terms of termsof any other such statement. (c) The Seller 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) either to enter into enterinto this Agreement and the other Transaction Documents to which is whichis a party or to agree to purchase the New Loans and their Related Security comprised in each New Portfolio, and (ii) that each of the Mortgages Trustee, Funding 1 and the Security Trustee has entered into this intothis Agreement and the other Transaction Documents to which it is a party in reliance inreliance 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 (iii) that prior to entering into this Agreement and the other Transaction Documents to which each whiche ach is a party neither the Mortgages Trustee nor Funding 1 nor the Security Trustee has made any enquiries of any matter.

WARRANTIES AND REPURCHASE BY THE SELLER. (a) The Seller hereby makes the Representations and Warranties: (i) 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 (ii) 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 Sale Datedate. (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: (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) either to enter into this Agreement and the other Transaction Documents to which is a party or to agree to purchase the New Loans and their Related Security comprised in each New 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 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 (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.