Common use of Undertakings Clause in Contracts

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate change. 7.2 The Seller hereby undertakes to the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s successors or assigns or those deriving title from them); or (c) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or (d) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate, 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 (but in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’▇ and BBB or higher from S&P and BBB or higher from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1, the Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’▇ and BBB- or higher from S&P and BBB- or higher from Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s or the Mortgages Trustee’s title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect preserve and enforce the Seller’s or the Mortgages Trustee’s or Funding 1’s or the Security Trustee’s title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule 5 allowing any of the Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s Variable Base Rate in the circumstances referred to in Clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security Trustee.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 8 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee Charge in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect effect: (a) an interest rate change; or (b) a change in the terms and conditions relating to a Loan in respect of which interest is calculated by reference to a Variable Rate, to a Tracker Loan. 7.2 The Seller hereby undertakes to the Mortgages Trustee and the Funding 1 Companies that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and the Funding 1 Companies harmless against any such claims and to indemnify the Mortgages Trustee and the Funding 1 Companies on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and the Funding 1 Companies in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and Seller, the Mortgages Trustee and the Funding 1 undertakes Companies undertake to each other and to the Funding Security Trustee Trustees that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any material term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the treatment of any Borrower in relation to the interest payable by that Borrower under any Loan is unfair; or (c) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) the Seller's Variable Rate for that particular type of Loan (and not a rate set by the Seller’s 's successors or assigns or those deriving title from them); or (cd) the variable margin above the Bank of England repo base rate under any Tracker Rate other Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or (de) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate; or (f) a Borrower should be or should have been offered the opportunity to switch to an interest rate other than that required by the Servicer or the Mortgages trustee for that Borrower as a result of the Seller having more than one variable rate; or (g) there has been a breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or available to a Borrower under any Loan, then, at Funding 1’s the Beneficiaries' direction (subject to the prior written consent of the Funding Security TrusteeTrustees and/or the Funding Companies), 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 8.12 (but but, in the case of a determination in respect of (b) above, only if if, at any time on or after such determination, HVR 1 or HVR 2 (as applicable) the Seller's Variable Rate shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, the Funding 1 Companies and the Funding Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’▇ and BBB or higher from S&P and BBB or higher from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1, the Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’▇ and BBB- or higher from S&P and BBB- or higher from Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee Trustees that, pending perfection under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security TrusteeMortgages Trustee or the Funding Companies, prejudice the interests of the Mortgages Trustee, Trustee or the Funding 1 and/or the Security Trustee Companies in the Portfolio; (b) shall promptly notify the Mortgages Trustee, the Funding 1 Companies and the Funding Security Trustee Trustees in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it its board of directors becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Funding Security TrusteeTrustees, participate or join in any legal proceedings to the extent necessary to protect protect, preserve and enforce the Seller’s or 's, the Mortgages Trustee’s or 's, the Funding 1’s or Companies' and/or the Funding Security Trustee’s Trustees' title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. the Land Registry to the extent that such title number does not appear in the Exhibit CD-ROM referred to in Appendix 1 to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland and the recording county and recording date of each Scottish Mortgage recorded at the General Register of Sasines to the extent that such title number data does not appear in the Exhibit CD-ROM referred to in Appendix 1 to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 7.5 The Seller hereby further undertakes to the Mortgages Trustee and the Funding 1 Companies that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings Withdrawal (if any) made by a Borrower and for funding any request for any Further Advance (including, for the avoidance of doubt, any Excluded Further Advance) made by a Borrower and, for the avoidance of doubt, neither none of the Mortgages Trustee nor or the Funding 1 Companies will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing Withdrawal (if any), ) or a Further Advance (including, for the avoidance of doubt, any Excluded Further Advance) in any circumstances whatsoever. 7.7 The 7.6 On or prior to the date of this Agreement, the Seller shall grant security powers of attorney to the Mortgages Trustee, the Funding 1 Companies and the Funding Security Trustee Trustees in the form set out in Schedule 5 allowing any of the Mortgages Trustee, the Funding 1 Companies and the Funding Security Trustee Trustees and their delegates from time to time (inter alia) to set the Seller’s 's Variable Base Rate in the circumstances referred to in Clause clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 7.6 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s 's Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, the Funding 1 Companies or the Funding Security TrusteeTrustees. 7.7 The Mortgages Trustee undertakes, and each Beneficiary hereby directs and authorises the Mortgages Trustee so to undertake, to the Seller that it will not (and will direct the Servicer not to) exercise its rights under: (a) condition 13.6 of the Flexible Plus Mortgage Conditions 2003 (edition) to adjust the tracking differential in relation to any of the Flexible Plus Loans governed by the Flexible Plus Mortgage Conditions 2003 (edition); or (b) condition 13.6 of the Flexible Plus Mortgage Conditions 2006 (edition) to adjust the tracking differential in relation to any of the Flexible Plus Loans governed by the Flexible Plus Mortgage Conditions 2006 (edition), unless an external legal opinion has been obtained by the Mortgages Trustee (or the Servicer, as applicable) confirming that, having reviewed the relevant product literature and Mortgage Terms, the exercise of such right would not be unfair for the purposes of the Unfair Terms in Consumer Contracts Regulations 1994, the Unfair Terms in Consumer Contracts Regulations 1999 as amended or (as the case may be) the Consumer Rights Act 2015.

Undertakings. 7.1 5.1 The Mortgages Trustee and Funding 1 undertake LLP undertakes to the Seller that they it will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their its powers and rights and perform their its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonableReasonable, prudent mortgage lender Prudent Mortgage Lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 6.6, the Mortgages Trustee LLP shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s LLP's reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate changechange or a change in the terms and conditions relating to a Loan which is not a Fixed Rate Loan. 7.2 5.2 The Seller hereby undertakes to the Mortgages Trustee and Funding 1 LLP that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing First Assignment Date or, as the case may be, the relevant Sale Assignment Date, paid to the Seller any amounts in excess of sums due to the Seller as at the relevant date of payment under the Mortgage Conditions applicable to that Loan (other than an Overpayment made by a Borrower under a Flexible Loan), the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 LLP harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 LLP on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 LLP in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 5.3 If, as a result of a breach of Representation and Warranty 1.18 of Schedule 1, the LLP or the Security Trustee suffers any loss, cost, expense or liability (any such loss, cost, expense or liability referred to in this Clause 5.3 as a Loss), then the Seller agrees to hold the Security Trustee and the LLP harmless against any such Loss and to indemnify the Security Trustee and the LLP in relation to any Loss which may arise in connection therewith. If the Seller fails to so indemnify the Security Trustee and the LLP within 30 London Business Days of demand being made therefor, then the amounts due may be deducted by way of set-off from income due to the Seller pursuant to clause 14.3(j) of the LLP Deed. 5.4 Each of the Seller and the Mortgages Trustee and Funding 1 LLP undertakes to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator in respect of any Loan and its Related Security that: (a) any material term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or; (b) the treatment of any Borrower in relation to the interest payable by that Borrower under any Loan is unfair; (c) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) the Abbey Standard Variable Rate (and not a by reference to the standard variable rate set by of interest of the Seller’s 's successors or assigns or those deriving title from them); or; (cd) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or; (de) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate; (f) a Borrower should be or should have been offered the opportunity to switch to an interest rate other than that set by the Servicer for that Borrower as a result of the Seller having more than one variable mortgage rate; or (g) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or available to a Borrower under any Loan, then, at Funding 1’s direction (subject to the prior written consent of the Security Trustee)'s direction, the Mortgages Trustee LLP will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its their Related Security in accordance with Clause 8.5 6.6 (but in the case of a determination in respect of paragraph (bc) of Clause 5.4 above, only if at any time on or after such determination, HVR 1 or HVR 2 the Abbey Standard Variable Rate (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). Until it shall have express notice pursuant to this Agreement to the contrary, the Security Trustee shall be entitled to assume that none of the events specified in paragraph (a) to (g) of this Clause 5.4 has occurred or, with the giving of any notice, certification, declaration, demand or the taking of similar action, would occur. 7.4 5.5 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 LLP and the Security Trustee that: (a) that if the long term its long-term, unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating long-term credit rating: (a) from S&P of Baa2 or higher at least BBB+, from ▇▇▇▇▇’'▇ and BBB of at least Baal or higher from S&P and BBB or higher from FitchFitch of at least BBB+, the Seller shall deliver to the Mortgages Trustee, Funding 1LLP, the Security Trustee (upon request) and the Rating Agencies within 15 London Business Days a draft letter of notice to each Borrower of a Loan in the Borrowers Portfolio of the sale and purchase effected by this AgreementAgreement (and, in the case of any Scottish Loan, the making of the relevant Scottish Declaration of Trust); and (b) if the long term unsecuredfrom S&P of at least BBB-, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’'▇ and BBB- of at least Baa3 or higher from S&P and BBB- or higher from FitchFitch of at least BBB-, then the Seller shall, shall within 20 10 London Business Days of it becoming aware of such a rating being assigned, assigned give notice to each Borrower of a Loan in the Portfolio of the sale and purchase effected by this Agreement to each Borrower(and, in the case of any Scottish Loan, the making of the relevant Scottish Declaration of Trust). 7.5 5.6 The Seller undertakes to the Mortgages Trustee, Funding 1 LLP and the Security Trustee that, pending perfection completion under Clause 64, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 LLP and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s LLP's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (cb) shall, if reasonably required so to do by the Mortgages Trustee LLP or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect protect, preserve and enforce the Seller’s 's or the Mortgages Trustee’s or Funding 1’s LLP's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (dc) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number numbers to each Property in respect of which a Mortgage is registered at H.M. the Land Registry or the Land Register of Scotland and the recording dates of each Scottish Mortgage recorded at the General Register of Sasines and the folio numbers to each property in respect of which a Mortgage is registered at the Land Registry of Northern Ireland and the registration details of each Northern Irish Mortgage registered at the Registry of Deeds to the extent that such title number, recording date, folio number does or registration details do not appear in the Exhibit Appendix to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) and shall in any event obtain the title number same prior to each Property in respect of which a Mortgage is registered the LLP Payment Date falling in the Land Register month during which the first anniversary of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement First Assignment Date (or, as the case may be, the relevant New Portfolio Notice)Assignment Date) falls; and (ed) shall make and enforce claims which the Seller is entitled to make under the Buildings Abbey Insurance Policies and the Halifax Insurance Building Policies and hold the proceeds of such claims on trust for the Mortgages Trustee LLP or as the Mortgages Trustee LLP may direct; and (e) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the LLP and/or the Security Trustee in the Portfolio (save to the extent that such act or omission is permitted by any Transaction Document). 7.6 5.7 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 LLP that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and Further Advance made to a Borrower or any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) Drawing made by a Borrower with respect to a Loan in the Portfolio, and for funding acknowledges that any request for any such Further Advance made or Flexible Loan Drawing shall be effectively assigned to the LLP. As consideration for the assignment of the Further Advance or Flexible Loan Drawing to the LLP, there shall be a deemed Capital Contribution in Kind by a Borrower andthe Seller (in its capacity as Member) in an amount equal to the relevant increase of the Outstanding Principal Balance of the Loan, for in accordance with clause 8.3 of the LLP Deed. For the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 LLP will not be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Further Advance or Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 5.8 The Seller shall grant security powers of attorney pay to the Mortgages TrusteeLLP an amount equal to the unpaid interest associated with any Payment Holiday taken by a Borrower with respect to a Loan. There shall be a deemed Cash Capital Contribution by the Seller (in its capacity as Member) in an amount equal to the relevant increase in respect of the Loan, Funding 1 in accordance with clause 8.3 of the LLP Deed. 5.9 The LLP undertakes to the Seller that it will not (and will direct the Servicer not to) exercise the right under: (a) condition 13.6 of the Flexible Plus Mortgage Conditions 2003 (edition) to adjust the tracking differential in relation to any of the Flexible Plus Loans governed by the Flexible Plus Mortgage Conditions 2003 (edition); or (b) condition 13.6 of the Flexible Plus Mortgage Conditions 2006 (edition) to adjust the tracking differential in relation to any of the Flexible Plus Loans governed by the Flexible Plus Mortgage Conditions 2006 (edition), unless an external legal opinion has been obtained by the Seller confirming that, having reviewed the relevant product literature and Mortgage Terms, the exercise of such right would not be unfair for the purposes of the Unfair Terms in Consumer Contract Regulations 1999. 5.10 The Seller undertakes to the LLP and the Security Trustee in the form set out in Schedule 5 allowing that it will comply with any and all orders of the Mortgages Trustee, Funding 1 FCA and any court of competent jurisdiction made pursuant to Regulation 33 of the Security Trustee RCB Regulations to sell Loans and their delegates from time Related Security to time (inter alia) to set the Seller’s Variable Base Rate LLP in accordance with the circumstances referred to in Clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security TrusteeRCB Regulations.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 8 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect effect: (a) an interest rate change; or (b) a change in the terms and conditions relating to a Loan in respect of which interest is calculated by reference to SVR, to a Tracker Loan. 7.2 The Seller hereby undertakes to with the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Assignment Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 If, as a result of a breach of Representation and Warranty 1.20 of Schedule 1, the Mortgages Trustee or Funding suffers any loss, cost, expense or liability (any such loss, cost, expense or liability referred to in this Clause as a Loss), then the Seller agrees to hold the Mortgages Trustee and Funding harmless against any such Loss and to indemnify the Mortgages Trustee and Funding on an after Tax basis in relation to any Loss which may arise in connection therewith. If the Seller fails to so indemnify the Mortgages Trustee and Funding within 30 London Business Days of demand being made therefor, then the amounts due may be deducted by way of set-off from income due to the Seller pursuant to Clause 10.2(c) of the Mortgages Trust Deed. 7.4 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to with the Security Trustee others that if and to the extent that any determination shall be made by any court court, tribunal, ombudsman or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any material term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the treatment of any Borrower in relation to the interest payable by that Borrower under any Loan is unfair; or (c) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) the Santander UK SVR (and not a rate set by the Seller’s its successors or assigns or those deriving title from them); or (cd) the any variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller Santander UK (rather than by its successors or assigns or those deriving title from them); or (de) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate; or (f) a Borrower should be or should have been offered the opportunity to switch to an interest rate other than that required by the Servicer or Mortgage Trustee for that Borrower as a result of the Seller having more than one variable mortgage rate; or (g) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or available to a Borrower under any Loan, then, at Funding 1’s direction (subject to the prior written consent of Funding's 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 8.8 (but but, in the case of a determination in respect of (bc) above, only if if, at any time on or after such determination, HVR 1 or HVR 2 (as applicable) the Santander UK SVR shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 7.5 The Seller hereby undertakes to with the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher more from ▇▇▇▇▇’'▇ and BBB or higher more from S&P and if the Seller ceases to have a long term “Issuer Default Rating” of BBB or higher more from Fitch, then the Seller shall deliver to the Mortgages Trustee, Funding 1Funding, the Security Trustee and the Rating Agencies a draft letter letters of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher more from ▇▇▇▇▇’'▇ and BBB- or higher more from S&P and if the Seller ceases to have a long term “Issuer Default Rating” of BBB- or higher more from Fitch, then the Seller shall, shall within 20 10 London Business Days of it becoming aware of such a rating being assigned, assigned give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 7.6 The Seller undertakes to with the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection completion under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect protect, preserve and enforce the Seller’s 's or the Mortgages Trustee’s 's or Funding 1’s Funding's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours efforts to obtain as soon as reasonably possible: (i) the title number numbers to each Property in respect of which a Mortgage is registered at H.M. the Land Registry or the Land Register of Scotland and the recording dates of each Scottish Mortgage recorded at the General Register of Sasines to the extent that such title number or recording date does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) and shall in any event obtain the title number same prior to each Property in respect of which a Mortgage is registered the Interest Payment Date falling in the Land Register month during which the first anniversary of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement Closing Date (or, as the case may be, the relevant New Portfolio Notice)Assignment Date) falls; and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Santander UK plc Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 7.7 The Seller hereby further undertakes to with the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and any Reward Cashbacks due to a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 7.8 The Seller shall grant security powers of attorney Mortgages Trustee undertakes, and each Beneficiary hereby directs and authorises the Mortgages Trustee so to undertake, to the Mortgages Trustee, Funding 1 Seller that it will not (and will direct the Security Trustee Servicer not to) exercise its rights under: (a) condition 13.6 of the Flexible Plus Mortgage Conditions 2003 (edition) to adjust the tracking differential in the form set out in Schedule 5 allowing relation to any of the Mortgages Trustee, Funding 1 and Flexible Plus Loans governed by the Security Trustee and their delegates from time to time Flexible Plus Mortgage Conditions 2003 (inter aliaedition); or (b) condition 13.6 of the Flexible Plus Mortgage Conditions 2006 (edition) to set adjust the Seller’s Variable Base Rate tracking differential in the circumstances referred relation to in Clause 4 any of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent Flexible Plus Loans governed by the Seller Flexible Plus Mortgage Conditions 2006 (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to be required edition), unless an external legal opinion has been obtained by the Mortgages Trustee, Funding 1 Trustee (or the Security TrusteeServicer, as applicable) confirming that, having reviewed the relevant product literature and Mortgage Terms, the exercise of such right would not be unfair for the purposes of the Unfair Terms in Consumer Contracts Regulations 1994, the Unfair Terms in Consumer Contracts Regulations 1999 as amended or (as the case may be) the Consumer Rights ▇▇▇ ▇▇▇▇.

Undertakings. 7.1 5.1 The Mortgages Trustee and Funding 1 undertake LLP undertakes to the Seller that they it will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their its powers and rights and perform their its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonableReasonable, prudent mortgage lender Prudent Mortgage Lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 6.6, the Mortgages Trustee LLP shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s LLP's reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate changechange or a change in the terms and conditions relating to a Loan which is not a Fixed Rate Loan. 7.2 5.2 The Seller hereby undertakes to the Mortgages Trustee and Funding 1 LLP that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing First Assignment Date or, as the case may be, the relevant Sale Assignment Date, paid to the Seller any amounts in excess of sums due to the Seller as at the relevant date of payment under the Mortgage Conditions applicable to that Loan (other than an Overpayment made by a Borrower under a Flexible Loan), the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 LLP harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 LLP on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 LLP in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 5.3 If, as a result of a breach of Representation and Warranty 1.18 of Schedule 1, the LLP or the Security Trustee suffers any loss, cost, expense or liability (any such loss, cost, expense or liability referred to in this Clause 5.3 as a Loss), then the Seller agrees to hold the Security Trustee and the LLP harmless against any such Loss and to indemnify the Security Trustee and the LLP in relation to any Loss which may arise in connection therewith. If the Seller fails to so indemnify the Security Trustee and the LLP within 30 London Business Days of demand being made therefor, then the amounts due may be deducted by way of set-off from income due to the Seller pursuant to clause 14.3(j) of the LLP Deed.‌ 5.4 Each of the Seller and the Mortgages Trustee and Funding 1 LLP undertakes to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator in respect of any Loan and its Related Security that:that:‌ (a) any material term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or; (b) the treatment of any Borrower in relation to the interest payable by that Borrower under any Loan is unfair; (c) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) the Abbey Standard Variable Rate (and not a by reference to the standard variable rate set by of interest of the Seller’s 's successors or assigns or those deriving title from them); or; (cd) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or; (de) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate; (f) a Borrower should be or should have been offered the opportunity to switch to an interest rate other than that set by the Servicer for that Borrower as a result of the Seller having more than one variable mortgage rate; or (g) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or available to a Borrower under any Loan, then, at Funding 1’s direction (subject to the prior written consent of the Security Trustee)'s direction, the Mortgages Trustee LLP will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its their Related Security in accordance with Clause 8.5 6.6 (but in the case of a determination in respect of paragraph (bc) of Clause 5.4 above, only if at any time on or after such determination, HVR 1 or HVR 2 the Abbey Standard Variable Rate (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). Until it shall have express notice pursuant to this Agreement to the contrary, the Security Trustee shall be entitled to assume that none of the events specified in paragraph (a) to (g) of this Clause 5.4 has occurred or, with the giving of any notice, certification, declaration, demand or the taking of similar action, would occur. 7.4 5.5 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 LLP and the Security Trustee that: (a) that if the long term its long-term, unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating long-term credit rating:‌ (a) from S&P of Baa2 or higher at least BBB+, from ▇▇▇▇▇’'▇ and BBB of at least Baal or higher from S&P and BBB or higher from FitchFitch of at least BBB+, the Seller shall deliver to the Mortgages Trustee, Funding 1LLP, the Security Trustee (upon request) and the Rating Agencies within 15 London Business Days a draft letter of notice to each Borrower of a Loan in the Borrowers Portfolio of the sale and purchase effected by this AgreementAgreement (and, in the case of any Scottish Loan, the making of the relevant Scottish Declaration of Trust); and (b) if the long term unsecuredfrom S&P of at least BBB-, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’'▇ and BBB- of at least Baa3 or higher from S&P and BBB- or higher from FitchFitch of at least BBB-, then the Seller shall, shall within 20 10 London Business Days of it becoming aware of such a rating being assigned, assigned give notice to each Borrower of a Loan in the Portfolio of the sale and purchase effected by this Agreement to each Borrower(and, in the case of any Scottish Loan, the making of the relevant Scottish Declaration of Trust). 7.5 5.6 The Seller undertakes to the Mortgages Trustee, Funding 1 LLP and the Security Trustee that, pending perfection completion under Clause 64, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 LLP and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s LLP's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (cb) shall, if reasonably required so to do by the Mortgages Trustee LLP or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect protect, preserve and enforce the Seller’s 's or the Mortgages Trustee’s or Funding 1’s LLP's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (dc) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number numbers to each Property in respect of which a Mortgage is registered at H.M. the Land Registry or the Land Register of Scotland and the recording dates of each Scottish Mortgage recorded at the General Register of Sasines and the folio numbers to each property in respect of which a Mortgage is registered at the Land Registry of Northern Ireland and the registration details of each Northern Irish Mortgage registered at the Registry of Deeds to the extent that such title number, recording date, folio number does or registration details do not appear in the Exhibit Appendix to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) and shall in any event obtain the title number same prior to each Property in respect of which a Mortgage is registered the LLP Payment Date falling in the Land Register month during which the first anniversary of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement First Assignment Date (or, as the case may be, the relevant New Portfolio Notice)Assignment Date) falls; and (ed) shall make and enforce claims which the Seller is entitled to make under the Buildings Santander UK plc Policies and the Halifax Insurance Building Policies and hold the proceeds of such claims on trust for the Mortgages Trustee LLP or as the Mortgages Trustee LLP may direct; and (e) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the LLP and/or the Security Trustee in the Portfolio (save to the extent that such act or omission is permitted by any Transaction Document). 7.6 5.7 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 LLP that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and Further Advance made to a Borrower or any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) Drawing made by a Borrower with respect to a Loan in the Portfolio, and for funding acknowledges that any request for any such Further Advance made or Flexible Loan Drawing shall be effectively assigned to the LLP. As consideration for the assignment of the Further Advance or Flexible Loan Drawing to the LLP, there shall be a deemed Capital Contribution in Kind by a Borrower andthe Seller (in its capacity as Member) in an amount equal to the relevant increase of the Outstanding Principal Balance of the Loan, for in accordance with clause 8.3 of the LLP Deed. For the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 LLP will not be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Further Advance or Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 5.8 The Seller shall grant security powers of attorney pay to the Mortgages TrusteeLLP an amount equal to the unpaid interest associated with any Payment Holiday taken by a Borrower with respect to a Loan. There shall be a deemed Cash Capital Contribution by the Seller (in its capacity as Member) in an amount equal to the relevant increase in respect of the Loan, Funding 1 in accordance with clause 8.3 of the LLP Deed. 5.9 The LLP undertakes to the Seller that it will not (and will direct the Servicer not to) exercise the right under: (a) condition 13.6 of the Flexible Plus Mortgage Conditions 2003 (edition) to adjust the tracking differential in relation to any of the Flexible Plus Loans governed by the Flexible Plus Mortgage Conditions 2003 (edition); or (b) condition 13.6 of the Flexible Plus Mortgage Conditions 2006 (edition) to adjust the tracking differential in relation to any of the Flexible Plus Loans governed by the Flexible Plus Mortgage Conditions 2006 (edition), unless an external legal opinion has been obtained by the Seller confirming that, having reviewed the relevant product literature and Mortgage Terms, the exercise of such right would not be unfair for the purposes of the Unfair Terms in Consumer Contract Regulations 1999. 5.10 The Seller undertakes to the LLP and the Security Trustee in the form set out in Schedule 5 allowing that it will comply with any and all orders of the Mortgages Trustee, Funding 1 FCA and any court of competent jurisdiction made pursuant to Regulation 33 of the Security Trustee RCB Regulations to sell Loans and their delegates from time Related Security to time (inter alia) to set the Seller’s Variable Base Rate LLP in accordance with the circumstances referred to in Clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security TrusteeRCB Regulations.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to Unless otherwise permitted by the Seller that they will at all times (or will direct Principal Finance Documents, during the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) term of this Agreement, the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate change. 7.2 The Seller hereby Transferor undertakes to the Mortgages Trustee and Funding 1 that, Collateral Agent: 11.1 to inform the Collateral Agent in the event that writing promptly of any Borrower establishes that attachments (Pfändung) of which it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman becomes aware in respect of any Loan and its Related Security that: (a) any term which relates all of the Collateral. In the event of an attachment, the Transferor undertakes to forward to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not Collateral Agent without undue delay a rate set by the Seller’s successors or assigns or those deriving title from them); or (c) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or (d) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result copy of the Seller having more than one variable mortgage rate, then, at Funding 1’s direction attachment order (subject to the prior written consent of the Security TrusteePfändungsbeschluss), 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 garnishee order (Überweisungsbeschluss) and all other Loans under documents necessary for a defence against the relevant Mortgage Account attachment. The Transferor shall inform the attaching creditor without undue delay about the Collateral Agent’s security interests; 11.2 not to dispute the validity of the Collateral or of new applications for registration with regard to the Collateral; 11.3 if failure to do the following would have a material adverse effect, to make all statements and take all actions at its Related Security own expense which are reasonably required in accordance with Clause 8.5 (but order to maintain the registration of the Collateral in the case ordinary course of a determination in respect business, including the payment of (b) aboverenewal fees, only and have the Collateral registered if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below not registered so far and necessary to maintain the standard variable rate of interest set by such successors or assigns or those deriving legal title from them). 7.4 The Seller hereby undertakes therein and to the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’▇ and BBB or higher from S&P and BBB or higher from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1, the Security Trustee and the Rating Agencies a draft letter of notice to each Collateral Agent at its reasonable request copies of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’▇ and BBB- or higher from S&P and BBB- or higher from Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of respective documents evidencing such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolioactions; (b) shall promptly notify 11.4 to inform the Mortgages Trustee, Funding 1 and Collateral Agent without undue delay if third parties materially dispute or challenge the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s or the Mortgages Trustee’s title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach validity of any of the Representations Collateral or materially allege that any of the Collateral violates the rights of third parties, and Warranties or other obligations under assert all claims and to litigate if this Agreement; (c) shall, if reasonably is required so to do by for the Mortgages Trustee or defence against such claims. Following the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect preserve occurrence of an Enforcement Event and enforce the Seller’s or the Mortgages Trustee’s or Funding 1’s or the Security Trustee’s title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage whilst it is registered at H.M. Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may becontinuing, the relevant New Portfolio Notice)Transferor agrees that the Collateral Agent may take over any judicial or extra judicial proceedings upon reasonable request and at the Transferor’s expense; and (ii) 11.5 to inform the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement (orCollateral Agent without undue delay, as the case may be, the relevant New Portfolio Notice); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule 5 allowing third parties infringe any of the Mortgages TrusteeCollateral in a way which would have a material adverse effect on the Collateral Agent’s and/or the Secured Parties’ rights relating to the Collateral. The Transferor shall, Funding 1 acting commercially reasonably and considering the legitimate interest of the Collateral Agent and the Security Trustee Secured Parties, prosecute such infringement in its own name and their delegates from time to time (inter alia) to set at its own expense. All compensation claims becoming due after the Seller’s Variable Base Rate in the circumstances referred to in Clause 4 date hereof become part of the Servicing Agreement Collateral. Following the occurrence of an Enforcement Event and whilst it is continuing the Collateral Agent and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (Secured Parties may take over any judicial or any of its attorneys from time to time) from setting a higher Sellerextra judicial proceedings upon request and at the Transferor’s Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security Trusteeexpense.

Undertakings. 7.1 5.1 The Mortgages Trustee and Funding 1 undertake LLP undertakes to the Seller that they it will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their its powers and rights and perform their its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonableReasonable, prudent mortgage lender Prudent Mortgage Lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 6.6, the Mortgages Trustee LLP shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s LLP's reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate changechange or a change in the terms and conditions relating to a Loan which is not a Fixed Rate Loan. 7.2 5.2 The Seller hereby undertakes to the Mortgages Trustee and Funding 1 LLP that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing First Assignment Date or, as the case may be, the relevant Sale Assignment Date, paid to the Seller any amounts in excess of sums due to the Seller as at the relevant date of payment under the Mortgage Conditions applicable to that Loan (other than an Overpayment made by a Borrower under a Flexible Loan), the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 LLP harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 LLP on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 LLP in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 5.3 If, as a result of a breach of Representation and Warranty 1.18 of Schedule 1, the LLP or the Security Trustee suffers any loss, cost, expense or liability (any such loss, cost, expense or liability referred to in this Clause 5.3 as a Loss), then the Seller agrees to hold the Security Trustee and the LLP harmless against any such Loss and to indemnify the Security Trustee and the LLP in relation to any Loss which may arise in connection therewith. If the Seller fails to so indemnify the Security Trustee and the LLP within 30 London Business Days of demand being made therefor, then the amounts due may be deducted by way of set-off from income due to the Seller pursuant to clause 14.3(j) of the LLP Deed. 5.4 Each of the Seller and the Mortgages Trustee and Funding 1 LLP undertakes to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator in respect of any Loan and its Related Security that: (a) any material term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or; (b) the treatment of any Borrower in relation to the interest payable by that Borrower under any Loan is unfair; (c) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) the Abbey Standard Variable Rate (and not a by reference to the standard variable rate set by of interest of the Seller’s 's successors or assigns or those deriving title from them); or; (cd) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or; (de) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate; (f) a Borrower should be or should have been offered the opportunity to switch to an interest rate other than that set by the Servicer for that Borrower as a result of the Seller having more than one variable mortgage rate; or (g) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or available to a Borrower under any Loan, then, at Funding 1’s direction (subject to the prior written consent of the Security Trustee)'s direction, the Mortgages Trustee LLP will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its their Related Security in accordance with Clause 8.5 6.6 (but in the case of a determination in respect of paragraph (bc) of Clause 5.4 above, only if at any time on or after such determination, HVR 1 or HVR 2 the Abbey Standard Variable Rate (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). Until it shall have express notice pursuant to this Agreement to the contrary, the Security Trustee shall be entitled to assume that none of the events specified in paragraph (a) to (g) of this Clause 5.4 has occurred or, with the giving of any notice, certification, declaration, demand or the taking of similar action, would occur. 7.4 5.5 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 LLP and the Security Trustee that: (a) that if the long term its long-term, unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating long-term credit rating: (a) from S&P of Baa2 or higher at least BBB+, from ▇▇▇▇▇’'▇ and BBB of at least Baal or higher from S&P and BBB or higher from FitchFitch of at least BBB+, the Seller shall deliver to the Mortgages Trustee, Funding 1LLP, the Security Trustee (upon request) and the Rating Agencies within 15 London Business Days a draft letter of notice to each Borrower of a Loan in the Borrowers Portfolio of the sale and purchase effected by this AgreementAgreement (and, in the case of any Scottish Loan, the making of the relevant Scottish Declaration of Trust); and (b) if the long term unsecuredfrom S&P of at least BBB-, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’'▇ and BBB- of at least Baa3 or higher from S&P and BBB- or higher from FitchFitch of at least BBB-, then the Seller shall, shall within 20 10 London Business Days of it becoming aware of such a rating being assigned, assigned give notice to each Borrower of a Loan in the Portfolio of the sale and purchase effected by this Agreement to each Borrower(and, in the case of any Scottish Loan, the making of the relevant Scottish Declaration of Trust). 7.5 5.6 The Seller undertakes to the Mortgages Trustee, Funding 1 LLP and the Security Trustee that, pending perfection completion under Clause 64, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 LLP and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s LLP's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (cb) shall, if reasonably required so to do by the Mortgages Trustee LLP or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect protect, preserve and enforce the Seller’s 's or the Mortgages Trustee’s or Funding 1’s LLP's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (dc) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number numbers to each Property in respect of which a Mortgage is registered at H.M. the Land Registry or the Land Register of Scotland and the recording dates of each Scottish Mortgage recorded at the General Register of Sasines and the folio numbers to each property in respect of which a Mortgage is registered at the Land Registry of Northern Ireland and the registration details of each Northern Irish Mortgage registered at the Registry of Deeds to the extent that such title number, recording date, folio number does or registration details do not appear in the Exhibit Appendix to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) and shall in any event obtain the title number same prior to each Property in respect of which a Mortgage is registered the LLP Payment Date falling in the Land Register month during which the first anniversary of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement First Assignment Date (or, as the case may be, the relevant New Portfolio Notice)Assignment Date) falls; and (ed) shall make and enforce claims which the Seller is entitled to make under the Buildings Santander UK plc Policies and the Halifax Insurance Building Policies and hold the proceeds of such claims on trust for the Mortgages Trustee LLP or as the Mortgages Trustee LLP may direct; and (e) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the LLP and/or the Security Trustee in the Portfolio (save to the extent that such act or omission is permitted by any Transaction Document). 7.6 5.7 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 LLP that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and Further Advance made to a Borrower or any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) Drawing made by a Borrower with respect to a Loan in the Portfolio, and for funding acknowledges that any request for any such Further Advance made or Flexible Loan Drawing shall be effectively assigned to the LLP. As consideration for the assignment of the Further Advance or Flexible Loan Drawing to the LLP, there shall be a deemed Capital Contribution in Kind by a Borrower andthe Seller (in its capacity as Member) in an amount equal to the relevant increase of the Outstanding Principal Balance of the Loan, for in accordance with clause 8.3 of the LLP Deed. For the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 LLP will not be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Further Advance or Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 5.8 The Seller shall grant security powers of attorney pay to the Mortgages TrusteeLLP an amount equal to the unpaid interest associated with any Payment Holiday taken by a Borrower with respect to a Loan. There shall be a deemed Cash Capital Contribution by the Seller (in its capacity as Member) in an amount equal to the relevant increase in respect of the Loan, Funding 1 in accordance with clause 8.3 of the LLP Deed. 5.9 The LLP undertakes to the Seller that it will not (and will direct the Servicer not to) exercise the right under: (a) condition 13.6 of the Flexible Plus Mortgage Conditions 2003 (edition) to adjust the tracking differential in relation to any of the Flexible Plus Loans governed by the Flexible Plus Mortgage Conditions 2003 (edition); or (b) condition 13.6 of the Flexible Plus Mortgage Conditions 2006 (edition) to adjust the tracking differential in relation to any of the Flexible Plus Loans governed by the Flexible Plus Mortgage Conditions 2006 (edition), unless an external legal opinion has been obtained by the Seller confirming that, having reviewed the relevant product literature and Mortgage Terms, the exercise of such right would not be unfair for the purposes of the Unfair Terms in Consumer Contract Regulations 1999. 5.10 The Seller undertakes to the LLP and the Security Trustee in the form set out in Schedule 5 allowing that it will comply with any and all orders of the Mortgages Trustee, Funding 1 FCA and any court of competent jurisdiction made pursuant to Regulation 33 of the Security Trustee RCB Regulations to sell Loans and their delegates from time Related Security to time (inter alia) to set the Seller’s Variable Base Rate LLP in accordance with the circumstances referred to in Clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security TrusteeRCB Regulations.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonableReasonable, prudent mortgage lender Prudent Mortgage Lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause CLAUSE 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate change. 7.2 The Seller hereby undertakes to the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s 's successors or assigns or those deriving title from them); or (c) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or (d) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate, then, at Funding 1’s '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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause CLAUSE 8.5 (but in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’▇ Moody's and BBB or higher from S&P and BBB or higher from FitchFi▇▇▇, the ▇▇e Seller shall deliver to the Mortgages Trustee, Funding 1, the Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’▇ Moody's and BBB- or higher from S&P and BBB- or higher from Fitch▇▇▇▇▇, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection under Clause CLAUSE 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect preserve and enforce the Seller’s 's or the Mortgages Trustee’s 's or Funding 1’s 's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. the Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule 5 allowing any of the Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s Variable Base Rate in the circumstances referred to in Clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security Trustee.Reserve

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 8 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect effect: (a) an interest rate change; or (b) a change in the terms and conditions relating to a Loan in respect of which interest is calculated by reference to SVR, to a Tracker Loan. 7.2 The Seller hereby undertakes to with the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Assignment Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 If, as a result of a breach of Representation and Warranty 1.20 of Schedule 1, the Mortgages Trustee or Funding suffers any loss, cost, expense or liability (any such loss, cost, expense or liability referred to in this Clause as a Loss), then the Seller agrees to hold the Mortgages Trustee and Funding harmless against any such Loss and to indemnify the Mortgages Trustee and Funding on an after Tax basis in relation to any Loss which may arise in connection therewith. If the Seller fails to so indemnify the Mortgages Trustee and Funding within 30 London Business Days of demand being made therefor, then the amounts due may be deducted by way of set-off from income due to the Seller pursuant to Clause 10.2(c) of the Mortgages Trust Deed. 7.4 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to with the Security Trustee others that if and to the extent that any determination shall be made by any court court, tribunal, ombudsman or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any material term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the treatment of any Borrower in relation to the interest payable by that Borrower under any Loan is unfair; or (c) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) the Santander UK SVR (and not a rate set by the Seller’s its successors or assigns or those deriving title from them); or (cd) the any variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller Santander UK (rather than by its successors or assigns or those deriving title from them); or (de) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate; or (f) a Borrower should be or should have been offered the opportunity to switch to an interest rate other than that required by the Servicer or Mortgage Trustee for that Borrower as a result of the Seller having more than one variable mortgage rate; or (g) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or available to a Borrower under any Loan, then, at Funding 1’s direction (subject to the prior written consent of Funding's 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 8.8 (but but, in the case of a determination in respect of (bc) above, only if if, at any time on or after such determination, HVR 1 or HVR 2 (as applicable) the Santander UK SVR shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 7.5 The Seller hereby undertakes to with the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher more from ▇▇▇▇▇’'▇ and BBB or higher more from S&P and if the Seller ceases to have a long term “Issuer Default Rating” of BBB or higher more from Fitch, then the Seller shall deliver to the Mortgages Trustee, Funding 1Funding, the Security Trustee and the Rating Agencies a draft letter letters of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher more from ▇▇▇▇▇’'▇ and BBB- or higher more from S&P and if the Seller ceases to have a long term “Issuer Default Rating” of BBB- or higher more from Fitch, then the Seller shall, shall within 20 10 London Business Days of it becoming aware of such a rating being assigned, assigned give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 7.6 The Seller undertakes to with the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection completion under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect protect, preserve and enforce the Seller’s 's or the Mortgages Trustee’s 's or Funding 1’s Funding's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours efforts to obtain as soon as reasonably possible: (i) the title number numbers to each Property in respect of which a Mortgage is registered at H.M. the Land Registry or the Land Register of Scotland and the recording dates of each Scottish Mortgage recorded at the General Register of Sasines to the extent that such title number or recording date does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) and shall in any event obtain the title number same prior to each Property in respect of which a Mortgage is registered the Interest Payment Date falling in the Land Register month during which the first anniversary of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement Closing Date (or, as the case may be, the relevant New Portfolio Notice)Assignment Date) falls; and (e) shall make and enforce claims under the Buildings Policies and the Halifax Santander UK Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 7.7 The Seller hereby further undertakes to with the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and any Reward Cashbacks due to a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 7.8 The Seller shall grant security powers of attorney Mortgages Trustee undertakes, and each Beneficiary hereby directs and authorises the Mortgages Trustee so to undertake, to the Mortgages Trustee, Funding 1 Seller that it will not (and will direct the Security Trustee Servicer not to) exercise its rights under: (a) condition 13.6 of the Flexible Plus Mortgage Conditions 2003 (edition) to adjust the tracking differential in the form set out in Schedule 5 allowing relation to any of the Mortgages Trustee, Funding 1 and Flexible Plus Loans governed by the Security Trustee and their delegates from time to time Flexible Plus Mortgage Conditions 2003 (inter aliaedition); or (b) condition 13.6 of the Flexible Plus Mortgage Conditions 2006 (edition) to set adjust the Seller’s Variable Base Rate tracking differential in the circumstances referred relation to in Clause 4 any of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent Flexible Plus Loans governed by the Seller Flexible Plus Mortgage Conditions 2006 (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to be required edition), unless an external legal opinion has been obtained by the Mortgages Trustee, Funding 1 Trustee (or the Security TrusteeServicer, as applicable) confirming that, having reviewed the relevant product literature and Mortgage Terms, the exercise of such right would not be unfair for the purposes of the Unfair Terms in Consumer Contracts Regulations 1994, the Unfair Terms in Consumer Contracts Regulations 1999 as amended or (as the case may be) the Consumer Rights ▇▇▇ ▇▇▇▇.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause CLAUSE 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect effect: (a) an interest rate change; or (b) a change in the terms and conditions relating to a Loan in respect of which interest is calculated by reference to SVR, to a Tracker Loan. 7.2 The Seller hereby undertakes to with the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Assignment Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 If, as a result of a breach of Representation and Warranty 1.19, the Mortgages Trustee or Funding suffers any loss, cost, expense or liability (any such loss, cost, expense or liability referred to in this sub-clause as a "LOSS"), then the Seller agrees to hold the Mortgages Trustee and Funding harmless against any such Loss and to indemnify the Mortgages Trustee and Funding on an after Tax basis in relation to any Loss which may arise in connection therewith. If the Seller fails to so indemnify the Mortgages Trustee and Funding within 30 London Business Days of demand being made therefor, then the amounts due may be deducted by way of set-off from income due to the Seller pursuant to CLAUSE 8.2(C) of the Mortgages Trust Deed. 7.4 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to with the Security Trustee others that if and to the extent that any determination shall be made by any court court, tribunal, ombudsman or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any material term which relates to the recovery of interest under the Standard Documentation applicable to that any Loan and its Related Security is unfair; or (b) the treatment of any Borrower in relation to the interest payable by that Borrower under any Loan is unfair; or (c) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) the Abbey SVR (and not a rate set by the Seller’s its successors or assigns or those deriving title from them); or (cd) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller Abbey National (rather than by its successors or assigns or those deriving title from them); or (de) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate; or (f) a Borrower should be or should have been offered the opportunity to switch to an interest rate other than that required by the Servicer or Mortgage Trustee for that Borrower as a result of the Seller having more than one variable mortgage rate; or (g) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or available to a Borrower under any Loan, then, at Funding's and the Funding 1’s direction (subject to the prior written consent of the Security Trustee)'s direction, the Mortgages Trustee Trustees will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause CLAUSE 8.5 (but in the case of a determination in respect of (bc) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) the Abbey SVR shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The ) and the Seller hereby undertakes to shall indemnify each of the Mortgages Trustee, Funding 1 and the Funding Security Trustee on demand on an after-tax basis from and against any and all loss, liability, claim, expense or damage suffered or incurred by any of them as a result of any such determination referred to in this CLAUSE 7.4. 7.5 The Seller hereby undertakes with the Mortgages Trustee, Funding and the Funding Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher more from ▇▇▇▇▇’▇ Moody's and BBB or higher more from S&P and BBB or higher more from FitchFit▇▇, the ▇▇▇ Seller shall deliver to the Mortgages Trustee, Funding 1Funding, the Funding Security Trustee and the Rating Agencies a draft letter letters of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher more from ▇▇▇▇▇’▇ Moody's and BBB- or higher more from S&P and BBB- or higher more from FitchF▇▇▇▇, then ▇hen the Seller shall, shall within 20 10 London Business Days of it becoming aware of such a rating being assigned, assigned give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 7.6 The Seller undertakes to with the Mortgages Trustee, Funding 1 and the Funding Security Trustee that, pending perfection completion under Clause CLAUSE 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Funding Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Funding Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Funding Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Funding Security Trustee, participate or join in any legal proceedings to the extent necessary to protect preserve and enforce the Seller’s 's or the Mortgages Trustee’s 's or Funding 1’s Funding's or the Funding Security Trustee’s 's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours efforts to obtain as soon as reasonably possible: (i) the title number numbers to each Property in respect of which a Mortgage is registered at H.M. Land Registry or the Land Register and the recording dates to each Scottish Mortgage recorded at the Sasine Register to the extent that such title number or recording date does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) and shall in any event obtain the title number same prior to each Property in respect of which a Mortgage is registered the Interest Payment Date falling in the Land Register month during which the first anniversary of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement Closing Date (or, as the case may be, the relevant New Portfolio Notice)Assignment Date) falls; and (e) shall make and enforce claims under the Buildings Policies and the Halifax Abbey Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 7.7 The Seller undertakes with the Mortgages Trustee, Funding and the Funding Security Trustee that it will not do nor omit to do any act or thing (whether in connection with any Loan or its Related Security or any loan or its related security owned by the Seller outside the Portfolio) which is or constitutes or causes any non-observance or non-compliance with or any breach of any obligation, undertaking, covenant or condition on the part of the Seller (including, without limitation, to any Borrower under any Loan or Related Security (and without prejudice to the foregoing, the Seller shall not introduce or maintain more than one standard variable mortgage rate). The Seller shall indemnify each of the Mortgages Trustee, Funding and the Funding Security Trustee on demand on an after-tax basis from and against any and all loss, liability, claim, expense or damage suffered or incurred by any of them as a result of any such non-observance, non-compliance or breach on the part of the Seller referred to in this CLAUSE 7.7. 7.8 The Seller hereby further undertakes to with the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule 5 allowing any of the Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s Variable Base Rate in the circumstances referred to in Clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security Trustee.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 8 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect effect: (a) an interest rate change; or (b) a change in the terms and conditions relating to a Loan in respect of which interest is calculated by reference to SVR, to a Tracker Loan. 7.2 The Seller hereby undertakes to with the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Assignment Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 If, as a result of a breach of Representation and Warranty 1.20 of Schedule 1, the Mortgages Trustee or Funding suffers any loss, cost, expense or liability (any such loss, cost, expense or liability referred to in this Clause as a Loss), then the Seller agrees to hold the Mortgages Trustee and Funding harmless against any such Loss and to indemnify the Mortgages Trustee and Funding on an after Tax basis in relation to any Loss which may arise in connection therewith. If the Seller fails to so indemnify the Mortgages Trustee and Funding within 30 London Business Days of demand being made therefor, then the amounts due may be deducted by way of set-off from income due to the Seller pursuant to Clause 10.2(c) of the Mortgages Trust Deed. 7.4 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to with the Security Trustee others that if and to the extent that any determination shall be made by any court court, tribunal, ombudsman or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any material term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the treatment of any Borrower in relation to the interest payable by that Borrower under any Loan is unfair; or (c) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) the Santander UK SVR (and not a rate set by the Seller’s its successors or assigns or those deriving title from them); or (cd) the any variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller Santander UK (rather than by its successors or assigns or those deriving title from them); or (de) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate; or (f) a Borrower should be or should have been offered the opportunity to switch to an interest rate other than that required by the Servicer or Mortgage Trustee for that Borrower as a result of the Seller having more than one variable mortgage rate; or (g) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or available to a Borrower under any Loan, then, at Funding 1’s direction (subject to the prior written consent of Funding's 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 8.8 (but but, in the case of a determination in respect of (bc) above, only if if, at any time on or after such determination, HVR 1 or HVR 2 (as applicable) the Santander UK SVR shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 7.5 The Seller hereby undertakes to with the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher more from ▇▇▇▇▇’'▇ and BBB or higher more from S&P and if the Seller ceases to have a long term “Issuer Default Rating” of BBB or higher more from Fitch, then the Seller shall deliver to the Mortgages Trustee, Funding 1Funding, the Security Trustee and the Rating Agencies a draft letter letters of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher more from ▇▇▇▇▇’'▇ and BBB- or higher more from S&P and if the Seller ceases to have a long term “Issuer Default Rating” of BBB- or higher more from Fitch, then the Seller shall, shall within 20 10 London Business Days of it becoming aware of such a rating being assigned, assigned give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 7.6 The Seller undertakes to with the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection completion under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect protect, preserve and enforce the Seller’s 's or the Mortgages Trustee’s 's or Funding 1’s Funding's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours efforts to obtain as soon as reasonably possible: (i) the title number numbers to each Property in respect of which a Mortgage is registered at H.M. the Land Registry or the Land Register of Scotland and the recording dates of each Scottish Mortgage recorded at the General Register of Sasines to the extent that such title number or recording date does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) and shall in any event obtain the title number same prior to each Property in respect of which a Mortgage is registered the Interest Payment Date falling in the Land Register month during which the first anniversary of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement Closing Date (or, as the case may be, the relevant New Portfolio Notice)Assignment Date) falls; and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Santander UK plc Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 7.7 The Seller hereby further undertakes to with the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and any Reward Cashbacks due to a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 7.8 The Seller shall grant security powers of attorney Mortgages Trustee undertakes, and each Beneficiary hereby directs and authorises the Mortgages Trustee so to undertake, to the Mortgages Trustee, Funding 1 Seller that it will not (and will direct the Security Trustee Servicer not to) exercise its rights under: (a) condition 13.6 of the Flexible Plus Mortgage Conditions 2003 (edition) to adjust the tracking differential in the form set out in Schedule 5 allowing relation to any of the Mortgages Trustee, Funding 1 and Flexible Plus Loans governed by the Security Trustee and their delegates from time to time Flexible Plus Mortgage Conditions 2003 (inter aliaedition); or (b) condition 13.6 of the Flexible Plus Mortgage Conditions 2006 (edition) to set adjust the Seller’s Variable Base Rate tracking differential in the circumstances referred relation to in Clause 4 any of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent Flexible Plus Loans governed by the Seller Flexible Plus Mortgage Conditions 2006 (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to be required edition), unless an external legal opinion has been obtained by the Mortgages Trustee, Funding 1 Trustee (or the Security TrusteeServicer, as applicable) confirming that, having reviewed the relevant product literature and Mortgage Terms, the exercise of such right would not be unfair for the purposes of the Unfair Terms in Consumer Contracts Regulations 1994, the Unfair Terms in Consumer Contracts Regulations 1999 as amended or (as the case may be) the Consumer Rights Act 2015.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake Guarantor undertakes to the Seller that they it will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their its powers and rights and perform their its obligations under) the Loans comprised included in the Portfolio and their Related Security in accordance with the Seller’s Credit and Collection Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonableReasonable, prudent mortgage lender Prudent Mortgage Lender in the conduct of its business), provided that if . The entering into of the Servicing Agreement by the Guarantor shall constitute satisfaction of the undertaking in this Section 7.1. The Guarantor further undertakes to the Seller fails to and the Bond Trustee that it will (i) comply in all material respects with its obligations under each of the Transaction Documents to repurchase any Loan which it is a party, and its Related Security pursuant to Clause 8.5 (ii) comply with the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate changeCMHC Guide. 7.2 The Seller hereby undertakes to the Mortgages Trustee and Funding 1 Guarantor that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing First Purchase Date or, as the case may be, the relevant Sale Purchase Date, paid to the Seller any amounts in excess of sums due to the Seller as at the relevant date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 Guarantor harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 Guarantor on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 Guarantor in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of The Seller undertakes to direct the relevant insurer to pay to the Guarantor any insurance payments made under any insurance policy in effect maintained by the Seller and the Mortgages Trustee and Funding 1 undertakes covering risks of physical loss or damage to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman a Property in respect of any a Loan and its Related Security that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s successors or assigns or those deriving title from them); or (c) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or (d) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate, 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 (but in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’▇ and BBB or higher from S&P and BBB or higher from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1, the Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’▇ and BBB- or higher from S&P and BBB- or higher from Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s or the Mortgages Trustee’s title to any Loan comprised in the Portfolio or its Related Security or which applies if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; related Borrower fails to maintain such an insurance policy. The Guarantor (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in Cash Manager on its behalf) will forthwith deposit any legal proceedings to such insurance proceeds it receives from the extent necessary to protect preserve and enforce Seller into the Seller’s or the Mortgages Trustee’s or Funding 1’s or the Security Trustee’s title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement GDA Account (or, as the case may beapplicable, the relevant New Portfolio Notice); and (iiStandby GDA Account) the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland and credit such insurance proceeds to the extent that such title number does not appear in Principal Ledger on the Exhibit to this Agreement GDA Account (or, as the case may beapplicable, the relevant New Portfolio NoticeStandby GDA Account); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule 5 allowing any of the Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s Variable Base Rate in the circumstances referred to in Clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security Trustee.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause CLAUSE 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate change. 7.2 The Seller hereby undertakes to the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s 's successors or assigns or those deriving title from them); or (c) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or (d) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate, then, at Funding 1’s '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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause CLAUSE 8.5 (but in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 [Baa2] or higher from M▇▇▇▇▇’'▇ and BBB [BBB] or higher from S&P and BBB [BBB] or higher from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1, the Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 [Baa3] or higher from M▇▇▇▇▇’'▇ and BBB- [BBB-] or higher from S&P and BBB- [BBB-] or higher from Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection under Clause CLAUSE 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect preserve and enforce the Seller’s 's or the Mortgages Trustee’s 's or Funding 1’s 's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. the Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule SCHEDULE 5 allowing any of the Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s 's Variable Base Rate in the circumstances referred to in Clause CLAUSE 4 of the Servicing Agreement and/or following perfection pursuant to Clause CLAUSE 6.1 PROVIDED THAT nothing in this Clause CLAUSE 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s 's Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security Trustee.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause CLAUSE 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate change. 7.2 The Seller hereby undertakes to the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s 's successors or assigns or those deriving title from them); or (c) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or (d) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate, then, at Funding 1’s '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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause CLAUSE 8.5 (but in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’'▇ and BBB or higher from S&P and BBB or higher from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1, the Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by this Agreement; andshall (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’'▇ and BBB- or higher from S&P and BBB- or higher from Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection under Clause CLAUSE 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect preserve and enforce the Seller’s 's or the Mortgages Trustee’s 's or Funding 1’s 's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. the Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule SCHEDULE 5 allowing any of the Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s 's Variable Base Rate in the circumstances referred to in Clause CLAUSE 4 of the Servicing Agreement and/or following perfection pursuant to Clause CLAUSE 6.1 PROVIDED THAT nothing in this Clause CLAUSE 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s 's Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security Trustee.

Undertakings. 7.1 The Mortgages Trustee Trustee, Funding 1 and Funding 1 2 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonableReasonable, prudent mortgage lender Prudent Mortgage Lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause CLAUSE 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate change. 7.2 The Seller hereby undertakes to the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 harmless against any such claims and to indemnify the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and Seller, the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 undertakes to each other and to Funding 1 Security Trustee and the Funding 2 Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s 's successors or assigns or those deriving title from them); or (c) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them)) and such rate is lower than the rate set by the Seller's successors or assigns or those deriving title from them; or (d) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate, then, at Funding 1’s direction the directions of the Beneficiaries (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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause CLAUSE 8.5 (but in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’▇ Moody's and BBB or higher from S&P and BBB or higher from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee, the Funding 2 Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’▇ Moody's and BBB- or higher from S&P and BBB- or higher from Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee that, pending perfection under Clause CLAUSE 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Funding 1 Security Trustee and the Funding 2 Security Trustee, prejudice the respective interests of the Mortgages Trustee, Trustee and/or Funding 1 and/or Funding 2 and/or the Funding 1 Security Trustee and/or the Funding 2 Security Trustee (respectively) in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Funding 1 Security Trustee and the Funding 2 Security Trustee, participate or join in any legal proceedings to the extent necessary to protect preserve and enforce the Seller’s or 's and/or the Mortgages Trustee’s or 's and/or Funding 1’s or 's and/or Funding 2's and/or the Funding 1 Security Trustee’s 's and/or the Funding 2 Security Trustee's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. the Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio NoticeNotice or Scottish Declaration of Trust); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 The Seller hereby further undertakes to the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and Cashbacks, any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither none of the Mortgages Trustee nor Trustee, Funding 1 or Funding 2 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee in the form set out in Schedule SCHEDULE 5 allowing any of the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee and their delegates from time to time (inter alia) to set the Seller’s 's Variable Base Rate in the circumstances referred to in Clause CLAUSE 4 of the Servicing Agreement and/or following perfection pursuant to Clause CLAUSE 6.1 PROVIDED THAT nothing in this Clause CLAUSE 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s 's Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee or the Funding 2 Security Trustee.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect effect: (a) an interest rate change; or (b) a change in the terms and conditions relating to a Loan in respect of which interest is calculated by reference to SVR, to a Tracker Loan. 7.2 The Seller hereby undertakes to with the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Assignment Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 If, as a result of a breach of Representation and Warranty 1.19 of Schedule 1, the Mortgages Trustee or Funding suffers any loss, cost, expense or liability (any such loss, cost, expense or liability referred to in this sub-clause as a Loss), then the Seller agrees to hold the Mortgages Trustee and Funding harmless against any such Loss and to indemnify the Mortgages Trustee and Funding on an after Tax basis in relation to any Loss which may arise in connection therewith. If the Seller fails to so indemnify the Mortgages Trustee and Funding within 30 London Business Days of demand being made therefor, then the amounts due may be deducted by way of set-off from income due to the Seller pursuant to Clause 10.2(c) of the Mortgages Trust Deed. 7.4 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to with the Security Trustee others that if and to the extent that any determination shall be made by any court court, tribunal, ombudsman or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any material term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the treatment of any Borrower in relation to the interest payable by that Borrower under any Loan is unfair; or (c) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) the Abbey SVR (and not a rate set by the Seller’s its successors or assigns or those deriving title from them); or (cd) the any variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller Abbey (rather than by its successors or assigns or those deriving title from them); or (de) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate; or (f) a Borrower should be or should have been offered the opportunity to switch to an interest rate other than that required by the Servicer or Mortgage Trustee for that Borrower as a result of the Seller having more than one variable mortgage rate; or (g) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or available to a Borrower under any Loan, then, at Funding 1’s direction (subject to the prior written consent of Funding's 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 (but in the case of a determination in respect of (bc) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) the Abbey SVR shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 7.5 The Seller hereby undertakes to with the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher more from M▇▇▇▇▇’'▇ and BBB or higher more from S&P and BBB or higher more from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1Funding, the Security Trustee and the Rating Agencies a draft letter letters of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher more from M▇▇▇▇▇’'▇ and BBB- or higher more from S&P and BBB- or higher more from Fitch, then the Seller shall, shall within 20 10 London Business Days of it becoming aware of such a rating being assigned, assigned give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 7.6 The Seller undertakes to with the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection completion under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect protect, preserve and enforce the Seller’s 's or the Mortgages Trustee’s 's or Funding 1’s Funding's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours efforts to obtain as soon as reasonably possible: (i) the title number numbers to each Property in respect of which a Mortgage is registered at H.M. the Land Registry or the Land Register of Scotland and the recording dates of each Scottish Mortgage recorded at the General Register of Sasines to the extent that such title number or recording date does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) and shall in any event obtain the title number same prior to each Property in respect of which a Mortgage is registered the Interest Payment Date falling in the Land Register month during which the first anniversary of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement Closing Date (or, as the case may be, the relevant New Portfolio Notice)Assignment Date) falls; and (e) shall make and enforce claims under the Buildings Policies and the Halifax Abbey Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 7.7 The Seller hereby further undertakes to with the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule 5 allowing any of the Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s Variable Base Rate in the circumstances referred to in Clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security Trustee.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake Guarantor undertakes to the Seller Lender that they will as long as this Guarantee is effective: a) it shall at all times (or will direct comply with all its obligations, covenants, undertakings and representations under the Servicer at all times to) use reasonable endeavours to administer Finance Documents and/or any Swap Agreement, and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails undertakes to comply with its obligations and perform all such obligations, covenants, undertakings and representations with relates to repurchase the Guarantor in the Agreement, hereunder (but not limited to) the information undertakings as set out in Clause 19 (Information undertakings), the financial covenants as set out in Clause 20 (Financial covenants) and the general undertakings as set out in Clause 21 (General undertakings) of the Agreement and the obligation to deliver a Compliance Certificate as set out in Clause 19.2 (Compliance Certificate) of the Agreement; b) following receipt of a notice from the Lender of the occurrence of any Loan and its Related Security pursuant Event of Default, the Guarantor will not make a demand for any claim of moneys due to Clause 8.5 the Mortgages Trustee shall be Guarantor from the Borrower or any other guarantor, or exercise any other right or remedy to which the Borrower or any other guarantor are entitled to waive any Early Repayment Fee in respect of such Loan moneys unless and its Related Security if, in the Mortgages Trustee’s reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate change. 7.2 The Seller hereby undertakes to the Mortgages Trustee until all moneys due and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse payable by the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis have been irrevocably paid in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan.full; 7.3 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s successors or assigns or those deriving title from them); or (c) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or (d) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate, 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 (but in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations Borrower or any other guarantor becomes the subject of the Seller cease to an insolvency proceeding or shall be assigned a rating of Baa2 wound up or higher from ▇▇▇▇▇’▇ and BBB or higher from S&P and BBB or higher from Fitchliquidated, the Seller Guarantor shall deliver not (unless so instructed by the Lender and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation to pay any amounts recovered thereunder to the Mortgages TrusteeLender) make any claim in such insolvency, Funding 1winding-up or liquidation until all the Loan owing or due has been irrevocably paid in full; d) if the Guarantor being in breach of litra b) and c) above receives or recovers any money pursuant to such exercise, claim or proof as therein referred to, such moneys shall be held by the Security Trustee and Guarantor for the Rating Agencies a draft letter of notice Lender to each of apply the Borrowers of same as if they were money received or recovered by the sale and purchase effected by Lender under this AgreementGuarantee; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’▇ and BBB- or higher from S&P and BBB- or higher from Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s or the Mortgages Trustee’s title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect preserve and enforce the Seller’s or the Mortgages Trustee’s or Funding 1’s or the Security Trustee’s title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (e) shall make and enforce claims under it will not take or has not taken from the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust Borrower any security whatsoever for the Mortgages Trustee or as the Mortgages Trustee may directobligations guaranteed hereunder. 7.6 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule 5 allowing any of the Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s Variable Base Rate in the circumstances referred to in Clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security Trustee.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect effect: (a) an interest rate change; or (b) a change in the terms and conditions relating to a Loan in respect of which interest is calculated by reference to SVR, to a Tracker Loan. 7.2 The Seller hereby undertakes to with the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Assignment Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 If, as a result of a breach of Representation and Warranty 1.19 of Schedule 1, the Mortgages Trustee or Funding suffers any loss, cost, expense or liability (any such loss, cost, expense or liability referred to in this sub-clause as a Loss), then the Seller agrees to hold the Mortgages Trustee and Funding harmless against any such Loss and to indemnify the Mortgages Trustee and Funding on an after Tax basis in relation to any Loss which may arise in connection therewith. If the Seller fails to so indemnify the Mortgages Trustee and Funding within 30 London Business Days of demand being made therefor, then the amounts due may be deducted by way of set-off from income due to the Seller pursuant to Clause 10.2(c) of the Mortgages Trust Deed. 7.4 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to with the Security Trustee others that if and to the extent that any determination shall be made by any court court, tribunal, ombudsman or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any material term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the treatment of any Borrower in relation to the interest payable by that Borrower under any Loan is unfair; or (c) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) the Abbey SVR (and not a rate set by the Seller’s its successors or assigns or those deriving title from them); or (cd) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller Abbey (rather than by its successors or assigns or those deriving title from them); or (de) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate; or (f) a Borrower should be or should have been offered the opportunity to switch to an interest rate other than that required by the Servicer or Mortgage Trustee for that Borrower as a result of the Seller having more than one variable mortgage rate; or (g) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or available to a Borrower under any Loan, then, at Funding 1’s direction (subject to the prior written consent of Funding's 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 (but in the case of a determination in respect of (bc) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) the Abbey SVR shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 7.5 The Seller hereby undertakes to with the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher more from Moody's and BBB or more from S&P and BBB or more from ▇▇▇▇▇’▇ and BBB or higher from S&P and BBB or higher from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1Funding, the Security Trustee and the Rating Agencies a draft letter letters of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher more from Moody's and BBB- or more from S&P and BBB- or more from ▇▇▇▇▇’▇ and BBB- or higher from S&P and BBB- or higher from Fitch, then the Seller shall, shall within 20 10 London Business Days of it becoming aware of such a rating being assigned, assigned give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 7.6 The Seller undertakes to with the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection completion under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect protect, preserve and enforce the Seller’s 's or the Mortgages Trustee’s 's or Funding 1’s Funding's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours efforts to obtain as soon as reasonably possible: (i) the title number numbers to each Property in respect of which a Mortgage is registered at H.M. the Land Registry or the Land Register of Scotland and the recording dates of each Scottish Mortgage recorded at the General Register of Sasines to the extent that such title number or recording date does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) and shall in any event obtain the title number same prior to each Property in respect of which a Mortgage is registered the Interest Payment Date falling in the Land Register month during which the first anniversary of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement Closing Date (or, as the case may be, the relevant New Portfolio Notice)Assignment Date) falls; and (e) shall make and enforce claims under the Buildings Policies and the Halifax Abbey Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 7.7 The Seller hereby further undertakes to with the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 7.8 The Mortgages Trustee undertakes with the Seller shall grant security powers to duly execute on the date of attorney this Agreement the assignment of its right to cancel the MIG Policies to the Mortgages TrusteeSeller, Funding 1 and the Security Trustee substantially in the form set out in Schedule 5 allowing any 10 hereto and to deliver forthwith a notice of such assignment to Carfax or such other insurer under the MIG Policies substantially in the form set out in Schedule 11. The Mortgages Trustee shall use its reasonable endeavours to procure, at the expense of the Mortgages TrusteeSeller, Funding 1 that Carfax or such other insurer under the MIG Policies consents to such assignment of the right to cancel the MIG Policies and confirms the Security Trustee and their delegates from time same to time (inter alia) to set the Seller’s Variable Base Rate in the circumstances referred to in Clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security Trustee.

Undertakings. 7.1 The Mortgages Trustee Trustee, Funding 1 and Funding 1 2 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonableReasonable, prudent mortgage lender Prudent Mortgage Lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate change. 7.2 The Seller hereby undertakes to the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 harmless against any such claims and to indemnify the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and Seller, the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 undertakes to each other and to Funding 1 Security Trustee and the Funding 2 Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s 's successors or assigns or those deriving title from them); or (c) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them)) and such rate is lower than the rate set by the Seller's successors or assigns or those deriving title from them; or (d) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate, then, at Funding 1’s direction (subject to the prior written consent directions of the Security Trustee)Beneficiaries, 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 (but in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’▇ Moody's and BBB or higher from S&P and BBB or higher from high▇▇ ▇▇▇▇ Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee, the Funding 2 Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’▇ Moody's and BBB- or higher from S&P and BBB- or higher from hi▇▇▇▇ ▇▇om Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee that, pending perfection under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Funding 1 Security Trustee and the Funding 2 Security Trustee, prejudice the respective interests of the Mortgages Trustee, Trustee and/or Funding 1 and/or Funding 2 and/or the Funding 1 Security Trustee and/or the Funding 2 Security Trustee (respectively) in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Funding 1 Security Trustee and the Funding 2 Security Trustee, participate or join in any legal proceedings to the extent necessary to protect preserve and enforce the Seller’s or 's and/or the Mortgages Trustee’s or 's and/or Funding 1’s or 's and/or Funding 2's and/or the Funding 1 Security Trustee’s 's and/or the Funding 2 Security Trustee's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. the Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio NoticeNotice or Scottish Declaration of Trust); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 The Seller hereby further undertakes to the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and Cashbacks, any Home Cash Reserve Drawings and Drawings, any Flexible Loan Drawings (if any) and any Retention Loan Drawings made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither none of the Mortgages Trustee nor Trustee, Funding 1 or Funding 2 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing, Retention Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee in the form set out in Schedule 5 allowing any of the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee and their delegates from time to time (inter alia) to set the Seller’s 's Variable Base Rate in the circumstances referred to in Clause clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s 's Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee or the Funding 2 Security Trustee.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause CLAUSE 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate change. 7.2 The Seller hereby undertakes to the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Assignment Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s 's successors or assigns or those deriving title from them); or (c) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or (d) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate, then, at Funding 1’s '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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause CLAUSE 8.5 (but in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’▇ Moody's and BBB or higher from S&P and BBB or higher from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1, the Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the assignment, sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’▇ Moody's and BBB- or higher from S&P and BBB- or higher from Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection under Clause CLAUSE 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect preserve and enforce the Seller’s 's or the Mortgages Trustee’s 's or Funding 1’s 's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours efforts to obtain as soon as reasonably possible: (i) the title number numbers to each Property in respect of which a Mortgage is registered at H.M. Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to and shall in any event obtain each Property in respect of which a Mortgage is registered in the Land Register of Scotland to the extent that such title number does not appear prior to the Interest Payment Date falling in the Exhibit to this Agreement month during which the first anniversary of the Closing Date (or, as the case may be, the relevant New Portfolio Notice)Assignment Date) falls; and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule SCHEDULE 5 allowing any of the Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s 's Variable Base Rate in the circumstances referred to in Clause CLAUSE 4 of the Servicing Agreement and/or following perfection pursuant to Clause CLAUSE 6.1 PROVIDED THAT nothing in this Clause CLAUSE 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s 's Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security Trustee.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect effect: (a) an interest rate change; or (b) a change in the terms and conditions relating to a Loan in respect of which interest is calculated by reference to SVR, to a Tracker Loan. 7.2 The Seller hereby undertakes to with the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Assignment Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 If, as a result of a breach of Representation and Warranty 1.19 of Schedule 1, the Mortgages Trustee or Funding suffers any loss, cost, expense or liability (any such loss, cost, expense or liability referred to in this sub-clause as a Loss), then the Seller agrees to hold the Mortgages Trustee and Funding harmless against any such Loss and to indemnify the Mortgages Trustee and Funding on an after Tax basis in relation to any Loss which may arise in connection therewith. If the Seller fails to so indemnify the Mortgages Trustee and Funding within 30 London Business Days of demand being made therefor, then the amounts due may be deducted by way of set-off from income due to the Seller pursuant to Clause 10.2(c) of the Mortgages Trust Deed. 7.4 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to with the Security Trustee others that if and to the extent that any determination shall be made by any court court, tribunal, ombudsman or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any material term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the treatment of any Borrower in relation to the interest payable by that Borrower under any Loan is unfair; or (c) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) the Abbey SVR (and not a rate set by the Seller’s its successors or assigns or those deriving title from them); or (cd) the any variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller Abbey (rather than by its successors or assigns or those deriving title from them); or (de) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate; or (f) a Borrower should be or should have been offered the opportunity to switch to an interest rate other than that required by the Servicer or Mortgage Trustee for that Borrower as a result of the Seller having more than one variable mortgage rate; or (g) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or available to a Borrower under any Loan, then, at Funding 1’s direction (subject to the prior written consent of Funding's 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 (but in the case of a determination in respect of (bc) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) the Abbey SVR shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 7.5 The Seller hereby undertakes to with the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher more from ▇▇▇▇▇’▇ Moody's and BBB or higher more from S&P and BBB or higher more from FitchF▇▇▇▇, the ▇he Seller shall deliver to the Mortgages Trustee, Funding 1Funding, the Security Trustee and the Rating Agencies a draft letter letters of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher more from Moody's and BBB- or more from S&P and BBB- or more from ▇▇▇▇▇’▇ and BBB- or higher from S&P and BBB- or higher from Fitch, then the Seller shall, shall within 20 10 London Business Days of it becoming aware of such a rating being assigned, assigned give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 7.6 The Seller undertakes to with the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection completion under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect protect, preserve and enforce the Seller’s 's or the Mortgages Trustee’s 's or Funding 1’s Funding's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours efforts to obtain as soon as reasonably possible: (i) the title number numbers to each Property in respect of which a Mortgage is registered at H.M. the Land Registry or the Land Register of Scotland and the recording dates of each Scottish Mortgage recorded at the General Register of Sasines to the extent that such title number or recording date does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) and shall in any event obtain the title number same prior to each Property in respect of which a Mortgage is registered the Interest Payment Date falling in the Land Register month during which the first anniversary of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement Closing Date (or, as the case may be, the relevant New Portfolio Notice)Assignment Date) falls; and (e) shall make and enforce claims under the Buildings Policies and the Halifax Abbey Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 7.7 The Seller hereby further undertakes to with the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule 5 allowing any of the Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s Variable Base Rate in the circumstances referred to in Clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security Trustee.

Undertakings. 7.1 The Mortgages Trustee Trustee, Funding 1 and Funding 1 2 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonableReasonable, prudent mortgage lender Prudent Mortgage Lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause CLAUSE 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate change. 7.2 The Seller hereby undertakes to the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 harmless against any such claims and to indemnify the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price purchase price of the relevant Loan. 7.3 Each of the Seller and Seller, the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 undertakes to each other and to Funding 1 Security Trustee and the Funding 2 Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s 's successors or assigns or those deriving title from them); or (c) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them)) and such rate is lower than the rate set by the Seller's successors or assigns or those deriving title from them; or (d) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate, then, at Funding 1’s the Beneficiaries' direction 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause CLAUSE 8.5 (but in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’▇ Moody's and BBB or higher from S&P and BBB or higher from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee, the Funding 2 Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’▇ Moody's and BBB- or higher from S&P and BBB- or higher from Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee that, pending perfection under Clause CLAUSE 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Funding 1 Security Trustee and the Funding 2 Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and/or the Funding 2 Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee, the Funding 1 Security Trustee or the Funding 2 Security Trustee, participate or join in any legal proceedings to the extent necessary to protect preserve and enforce the Seller’s or 's, the Mortgages Trustee’s or 's, Funding 1’s or 's, Funding 2's, the Funding 1 Security Trustee’s 's and/or the Funding 2 Security Trustee's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. the Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 The Seller hereby further undertakes to the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and Cashbacks, any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither none of the Mortgages Trustee nor Trustee, Funding 1 or Funding 2 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee in the form set out in Schedule SCHEDULE 5 allowing any of the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee and their delegates from time to time (inter alia) to set the Seller’s 's Variable Base Rate in the circumstances referred to in Clause CLAUSE 4 of the Servicing Agreement and/or following perfection pursuant to Clause CLAUSE 6.1 PROVIDED THAT nothing in this Clause CLAUSE 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s 's Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee or the Funding 2 Security Trustee.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake Undertaking is a special promise given by lawyers, used to facilitate the closing of real estate transactions. If a lawyer breaches an undertaking they are accountable to the Seller that they will at all times Law Society (or will direct possibly disbarred) and the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) person who the Loans comprised undertaking was preformed in the Portfolio and their Related Security in accordance with benefit of, has a contractual right to sue (completely binding) Usually purchaser drafts documents for completion of the Seller’s Policy transaction (for so long as it exists and thereafter in accordance with such policies as would be applied comes out of Shaw); sends them over to vendor. Once the vendor receives transfer documents prepared by a reasonable, prudent mortgage lender in the conduct of its businesspurchaser (ie. Form A), provided that if the Seller fails to comply with its obligations to repurchase any Loan vendor must sign the documents and its Related Security pursuant to Clause 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate change. 7.2 The Seller hereby undertakes send them back to the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date orpurchaser, as technically it is the case may be, the relevant Sale Date, paid vendor’s obligation to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to that Loan have title, and its Related Security is unfair; or (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s successors or assigns or those deriving title from them)have instrument that can convey title; or (c) deliver the variable margin above instrument (PLA). Vendor will not want to send the Bank of England repo rate under any Tracker Rate Loan completed transfer/Form A back to the purchaser until they receive money from the purchaser – ideally, hand to hand exchange, but not real world Time delays: title form must be set by registered at LTO, purchaser does not want to hand over money until that done, BUT vendor does not want to hand over title until get money… THUS, system of undertakings: How the Seller (rather than by its successors or assigns or those deriving title from them); or (d) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rateUndertaking process works: At closing, 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 (but in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’▇ presents completed transfer documents to purchaser’s lawyer, on purchaser’s lawyer’s undertaking to make no use of transfer until purchaser has sufficient money to pay purchase price – once have money and BBB or higher on day of closure, register title and if registered satisfactorily, hand over money to vendor. Variation when outstanding vendor mortgage: Sometimes various undertakings bw vendor and purchaser lawyers – may be intervening issue of mortgage – vendor must get rid of any liens against title if promised clear title under agreement, otherwise vendor in breach of that agreement: Dilemma: vendor does not enough money to discharge So, as above, vendor presents transfer docs to purchaser’s lawyer, and purchaser takes title with mortgage still on, on vendor lawyer’s undertaking that when purchaser lawyer sends money to vendor lawyer, they will use the money received from S&P purchaser to pay the mortgage, get a discharge of it, file that discharge, and BBB or higher from Fitch, the Seller shall deliver tell purchaser lawyer about it: In BC used to the Mortgages Trustee, Funding 1, the Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by do this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from without problem until ▇▇▇▇▇’▇ ▇▇▇▇▇▇ Now vendor lawyer must send all sorts of docs to purchaser lawyer: On day of closing, a copy of the “pay-out) statement from vendor bank (where bank says, if you pay this, we will discharge mortgage) w/in 30 days (see 60 / 30 rule below): a copy of their check to the bank; a copy of their letter accompanying this check; a copy of courier receipt; a copy of confirmation of receipt of cheque by bank; and BBB- or higher from S&P and BBB- or higher from Fitchthen a copy of the discharge, when it is received (must be w/in 60 days) Law Society 60 / 30 rule: W/in 30 days of closing, all this paperwork must be delivered W/in 60 days, a discharge must be received & filed—if it isn’t, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement (either sides lawyer) must report to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection under Clause 6, the Seller: Law Society ▇▇▇▇▇▇ ▇▇▇▇ Finance ▇. ▇▇▇▇▇▇▇ (asee Norfolk ▇. ▇▇▇▇▇▇) shall not do or omit to do any act or thing which might, Quoted from in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s or the Mortgages Trustee’s title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect preserve and enforce the Seller’s or the Mortgages Trustee’s or Funding 1’s or the Security Trustee’s title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule 5 allowing any of the Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s Variable Base Rate in the circumstances referred to in Clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or Norfolk Similar facts – an agreement to be set or required or to be required completed by undertakings – that happened but things went wrong Turns out the Mortgages Trustee, Funding 1 or the Security Trustee.lawyer used undertakings w/o permission from client … sued lawyer and lawyer lost (negligent for using undertakings without authority) RATIO:

Undertakings. 7.1 The Mortgages Trustee Trustee, Funding 1 and Funding 1 2 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonableReasonable, prudent mortgage lender Prudent Mortgage Lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate change. 7.2 The Seller hereby undertakes to the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 harmless against any such claims and to indemnify the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and Seller, the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 undertakes to each other and to the Funding 1 Security Trustee and the Funding 2 Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s 's successors or assigns or those deriving title from them); or (c) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them)) and such rate is lower than the rate set by the Seller's successors or assigns or those deriving title from them; or (d) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate, then, at Funding 1’s direction (subject to the prior written consent of the Security Trustee), 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 (but in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from Moody's and BBB or ▇▇▇▇▇’▇ and BBB or higher from S&P and BBB or higher from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee, the Funding 2 Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from Moody's and BBB- o▇ ▇▇▇▇▇’▇ and BBB- or higher r from S&P and BBB- or higher from Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee that, pending perfection under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Funding 1 Security Trustee and the Funding 2 Security Trustee, prejudice the respective interests of the Mortgages Trustee, Trustee and/or Funding 1 and/or Funding 2 and/or the Funding 1 Security Trustee and/or the Funding 2 Security Trustee (respectively) in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Funding 1 Security Trustee and the Funding 2 Security Trustee, participate or join in any legal proceedings to the extent necessary to protect preserve and enforce the Seller’s or 's and/or the Mortgages Trustee’s or 's and/or Funding 1’s or 's and/or Funding 2's and/or the Funding 1 Security Trustee’s 's and/or the Funding 2 Security Trustee's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. the Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio NoticeNotice or Scottish Declaration of Trust); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 The Seller hereby further undertakes to the Mortgages Trustee Trustee, Funding 1 and Funding 1 2 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and Cashbacks, any Home Cash Reserve Drawings and Drawings, any Flexible Loan Drawings (if any) and any Retention Drawings made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither none of the Mortgages Trustee nor Trustee, Funding 1 or Funding 2 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing, Retention Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee in the form set out in Schedule 5 allowing any of the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee and their delegates from time to time (inter alia) to set the Seller’s 's Variable Base Rate in the circumstances referred to in Clause clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s 's Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee or the Funding 2 Security Trustee.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake Prior to the Seller that they will at all times (or will direct Bank Debt Discharge Date and without prejudice to any restrictions in the Servicer at all times to) use reasonable endeavours to administer and enforce Notes Finance Documents, except as an Instructing Group has (and exercise their powers and rights and perform their obligations under) if prior to the Loans comprised in Bridge Discharge Date, the Portfolio and their Related Security in accordance with the Seller’s Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security ifMajority Bridge Creditors, in the Mortgages Trustee’s reasonable opinioncase of any payment, such waiver is reasonably necessary in order to effect an interest rate change. 7.2 The Seller hereby undertakes discharge or other action set out below relating to the Mortgages Trustee Subordinated Debt, have) agreed in writing, or to the extent permitted by Clause 4 (Permitted Payments), Clause 6.2 (Filing of Claims) or Clause 8 (Permitted Enforcement): (a) no Obligor will (and Funding 1 thateach Obligor will procure that none of its Subsidiaries will) make any payment of or in respect of, or purchase, redeem or acquire, any of the Junior Restricted Group Debt or Subordinated Debt in cash or in kind (except, in the event that case of Subordinated Debt, by capitalisation of interest and except for any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Date, paid to the Seller any amounts Notes Guarantee Debt or Permitted KDG Debt in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together connection with any interestsuch payment, cost purchase, redemption or other expense associated therewith. The Seller further agrees to hold acquisition of any Notes Debt or Permitted KDG Debt (as relevant) by KDG or the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss Issuer); (b) no Junior Creditor or other claim which may arise in connection therewith. Any Subordinated Creditor will demand or receive payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan Junior Restricted Group Debt or Subordinated Debt in cash or kind or apply any money or property in or towards the discharge of any Junior Restricted Group Debt or Subordinated Debt (except in respect of any Notes Guarantee Debt or Permitted KDG Debt in connection with any such payment or application of any Notes Debt or Permitted KDG Debt (as relevant) by or from KDG or the Issuer); (c) no Junior Creditor, Subordinated Creditor or Obligor will discharge any Junior Restricted Group Debt or Subordinated Debt by set-off, any right of combination of accounts or otherwise (except for any Notes Guarantee Debt or Permitted KDG Debt in connection with any such discharge of Notes Debt or Permitted KDG Debt (as relevant) by KDG or the Issuer); (d) no Obligor will (and each Obligor will procure that none of its Related Subsidiaries will) create or permit to subsist, and no Junior Creditor or Subordinated Creditor will accept, any Security thatInterest over any of its assets for any of the Junior Debt or Subordinated Debt except: (ai) any term which relates (in the case of the Bridge Debt) under the original terms of the Security Documents (as amended to the recovery of interest extent permitted under the Standard Documentation applicable to that Loan and its Related Security is unfair; or Clause 12 (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s successors or assigns or those deriving title from themAmendments)); or (cii) (in the case of the Notes Debt or Permitted KDG Debt) as permitted by paragraph (g) of the definition of Notes Major Terms (or in the case of Permitted KDG Debt, as permitted by that definition as amended in accordance with the definition of “Compliant KDG Debt”), and, in each case, in accordance with the priority and ranking specified in this Agreement; (e) no Obligor will (and each Obligor will procure that none of its Subsidiaries will) give, and no Junior Creditor or Subordinated Creditor will accept, any financial support to any person for or in connection with the Junior Debt or Subordinated Debt, except: (i) (in the case of the Bridge Debt) under the original terms of the Bridge Finance Documents (as amended to the extent permitted under Clause 12 (Amendments)); (ii) (in the case of the Notes Debt) the variable margin above Notes Guarantees, or (iii) (in the Bank case of England repo rate under Permitted KDG Debt) guarantees in similar form as the Notes Guarantees, and, in each case, in accordance with the priority and ranking specified in this Agreement; (f) no Obligor, Junior Creditor or Subordinated Creditor will allow any Tracker Rate Loan must Junior Debt or Subordinated Debt to be set evidenced by a negotiable instrument (other than a Note or the Seller (rather than by its successors Notes Guarantees or assigns or those deriving title from themsimilar instrument in respect of Permitted KDG Debt); or (dg) the interest payable under any Loan is to be set by reference to an interest rate other than that set no Obligor, Senior Creditor, Junior Creditor or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate, then, at Funding 1’s direction (subject to the prior written consent of the Security Trustee), the Mortgages Trustee Subordinated Creditor will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 (but in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’▇ and BBB or higher from S&P and BBB or higher from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1, the Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’▇ and BBB- or higher from S&P and BBB- or higher from Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection under Clause 6, the Seller: (a) shall not do take or omit to do take any act or thing which might, in action whereby the reasonable opinion ranking and/or subordination of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee Debt provided for in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s or the Mortgages Trustee’s title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect preserve and enforce the Seller’s or the Mortgages Trustee’s or Funding 1’s or the Security Trustee’s title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may directbe impaired. 7.6 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule 5 allowing any of the Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s Variable Base Rate in the circumstances referred to in Clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security Trustee.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 8 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect effect: (a) an interest rate change; or (b) a change in the terms and conditions relating to a Loan in respect of which interest is calculated by reference to SVR, to a Tracker Loan. 7.2 The Seller hereby undertakes to with the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Assignment Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 If, as a result of a breach of Representation and Warranty 1.20 of Schedule 1, the Mortgages Trustee or Funding suffers any loss, cost, expense or liability (any such loss, cost, expense or liability referred to in this Clause as a Loss), then the Seller agrees to hold the Mortgages Trustee and Funding harmless against any such Loss and to indemnify the Mortgages Trustee and Funding on an after Tax basis in relation to any Loss which may arise in connection therewith. If the Seller fails to so indemnify the Mortgages Trustee and Funding within 30 London Business Days of demand being made therefor, then the amounts due may be deducted by way of set-off from income due to the Seller pursuant to Clause 10.2(c) of the Mortgages Trust Deed. 7.4 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to with the Security Trustee others that if and to the extent that any determination shall be made by any court court, tribunal, ombudsman or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any material term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the treatment of any Borrower in relation to the interest payable by that Borrower under any Loan is unfair; or (c) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) the Santander UK SVR (and not a rate set by the Seller’s its successors or assigns or those deriving title from them); or (cd) the any variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller Santander UK (rather than by its successors or assigns or those deriving title from them); or (de) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate; or (f) a Borrower should be or should have been offered the opportunity to switch to an interest rate other than that required by the Servicer or Mortgage Trustee for that Borrower as a result of the Seller having more than one variable mortgage rate; or (g) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or available to a Borrower under any Loan, then, at Funding 1’s direction (subject to the prior written consent of Funding's 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 8.8 (but but, in the case of a determination in respect of (bc) above, only if if, at any time on or after such determination, HVR 1 or HVR 2 (as applicable) the Santander UK SVR shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 7.5 The Seller hereby undertakes to with the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher more from ▇▇▇▇▇’▇ Moody's and BBB or higher more from S&P and if the Seller ceases to have a long term “Issuer Default Rating” of BBB or higher more from Fitch, then the Seller shall deliver to the Mortgages Trustee, Funding 1Funding, the Security Trustee and the Rating Agencies a draft letter letters of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher more from ▇▇▇▇▇’▇ Moody's and BBB- or higher more from S&P and if the Seller ceases to have a long term “Issuer Default Rating” of BBB- or higher more from Fitch, then the Seller shall, shall within 20 10 London Business Days of it becoming aware of such a rating being assigned, assigned give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 7.6 The Seller undertakes to with the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection completion under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect protect, preserve and enforce the Seller’s 's or the Mortgages Trustee’s 's or Funding 1’s Funding's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours efforts to obtain as soon as reasonably possible: (i) the title number numbers to each Property in respect of which a Mortgage is registered at H.M. the Land Registry or the Land Register of Scotland and the recording dates of each Scottish Mortgage recorded at the General Register of Sasines to the extent that such title number or recording date does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) and shall in any event obtain the title number same prior to each Property in respect of which a Mortgage is registered the Interest Payment Date falling in the Land Register month during which the first anniversary of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement Closing Date (or, as the case may be, the relevant New Portfolio Notice)Assignment Date) falls; and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Santander UK plc Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 7.7 The Seller hereby further undertakes to with the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and any Reward Cashbacks due to a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 7.8 The Seller shall grant security powers of attorney Mortgages Trustee undertakes, and each Beneficiary hereby directs and authorises the Mortgages Trustee so to undertake, to the Mortgages Trustee, Funding 1 Seller that it will not (and will direct the Security Trustee Servicer not to) exercise its rights under: (a) condition 13.6 of the Flexible Plus Mortgage Conditions 2003 (edition) to adjust the tracking differential in the form set out in Schedule 5 allowing relation to any of the Mortgages Trustee, Funding 1 and Flexible Plus Loans governed by the Security Trustee and their delegates from time to time Flexible Plus Mortgage Conditions 2003 (inter aliaedition); or (b) condition 13.6 of the Flexible Plus Mortgage Conditions 2006 (edition) to set adjust the Seller’s Variable Base Rate tracking differential in the circumstances referred relation to in Clause 4 any of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent Flexible Plus Loans governed by the Seller Flexible Plus Mortgage Conditions 2006 (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to be required edition), unless an external legal opinion has been obtained by the Mortgages Trustee, Funding 1 Trustee (or the Security TrusteeServicer, as applicable) confirming that, having reviewed the relevant product literature and Mortgage Terms, the exercise of such right would not be unfair for the purposes of the Unfair Terms in Consumer Contracts Regulations 1994, the Unfair Terms in Consumer Contracts Regulations 1999 as amended or (as the case may be) the Consumer Rights ▇▇▇ ▇▇▇▇.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect effect: (a) an interest rate change; or (b) a change in the terms and conditions relating to a Loan in respect of which interest is calculated by reference to SVR, to a Tracker Loan. 7.2 The Seller hereby undertakes to with the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Assignment Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 If, as a result of a breach of Representation and Warranty 1.19 of Schedule 1, the Mortgages Trustee or Funding suffers any loss, cost, expense or liability (any such loss, cost, expense or liability referred to in this sub-clause as a Loss), then the Seller agrees to hold the Mortgages Trustee and Funding harmless against any such Loss and to indemnify the Mortgages Trustee and Funding on an after Tax basis in relation to any Loss which may arise in connection therewith. If the Seller fails to so indemnify the Mortgages Trustee and Funding within 30 London Business Days of demand being made therefor, then the amounts due may be deducted by way of set-off from income due to the Seller pursuant to Clause 10.2(c) of the Mortgages Trust Deed. 7.4 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to with the Security Trustee others that if and to the extent that any determination shall be made by any court court, tribunal, ombudsman or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any material term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the treatment of any Borrower in relation to the interest payable by that Borrower under any Loan is unfair; or (c) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) the Abbey SVR (and not a rate set by the Seller’s its successors or assigns or those deriving title from them); or (cd) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller Abbey (rather than by its successors or assigns or those deriving title from them); or (de) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate; or (f) a Borrower should be or should have been offered the opportunity to switch to an interest rate other than that required by the Servicer or Mortgage Trustee for that Borrower as a result of the Seller having more than one variable mortgage rate; or (g) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or available to a Borrower under any Loan, then, at Funding 1’s direction (subject to the prior written consent of Funding's 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 (but in the case of a determination in respect of (bc) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) the Abbey SVR shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 7.5 The Seller hereby undertakes to with the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher more from M▇▇▇▇▇’'▇ and BBB or higher more from S&P and BBB or higher more from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1Funding, the Security Trustee and the Rating Agencies a draft letter letters of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher more from M▇▇▇▇▇’'▇ and BBB- or higher more from S&P and BBB- or higher more from Fitch, then the Seller shall, shall within 20 10 London Business Days of it becoming aware of such a rating being assigned, assigned give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 7.6 The Seller undertakes to with the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection completion under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect protect, preserve and enforce the Seller’s 's or the Mortgages Trustee’s 's or Funding 1’s Funding's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours efforts to obtain as soon as reasonably possible: (i) the title number numbers to each Property in respect of which a Mortgage is registered at H.M. the Land Registry or the Land Register of Scotland and the recording dates of each Scottish Mortgage recorded at the General Register of Sasines to the extent that such title number or recording date does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) and shall in any event obtain the title number same prior to each Property in respect of which a Mortgage is registered the Interest Payment Date falling in the Land Register month during which the first anniversary of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement Closing Date (or, as the case may be, the relevant New Portfolio Notice)Assignment Date) falls; and (e) shall make and enforce claims under the Buildings Policies and the Halifax Abbey Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 7.7 The Seller hereby further undertakes to with the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule 5 allowing any of the Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s Variable Base Rate in the circumstances referred to in Clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security Trustee.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause CLAUSE 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate change. 7.2 The Seller hereby undertakes to the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s 's successors or assigns or those deriving title from them); or (c) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or (d) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate, then, at Funding 1’s '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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause CLAUSE 8.5 (but in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’▇ Moody's and BBB or higher from S&P and BBB or higher from highe▇ ▇▇▇▇ Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1, the Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’▇ Moody's and BBB- or higher from S&P and BBB- or higher from highe▇ ▇▇▇▇ Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection under Clause CLAUSE 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect preserve and enforce the Seller’s 's or the Mortgages Trustee’s 's or Funding 1’s 's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. the Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule SCHEDULE 5 allowing any of the Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s 's Variable Base Rate in the circumstances referred to in Clause CLAUSE 4 of the Servicing Agreement and/or following perfection pursuant to Clause CLAUSE 6.1 PROVIDED THAT nothing in this Clause CLAUSE 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s 's Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security Trustee.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 8 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee Charge in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect effect: (a) an interest rate change; or (b) a change in the terms and conditions relating to a Loan in respect of which interest is calculated by reference to a Variable Rate, to a Tracker Loan. 7.2 The Seller hereby undertakes to the Mortgages Trustee and the Funding 1 Companies that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and the Funding 1 Companies harmless against any such claims and to indemnify the Mortgages Trustee and the Funding 1 Companies on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and the Funding 1 Companies in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and Seller, the Mortgages Trustee and the Funding 1 undertakes Companies undertake to each other and to the Funding Security Trustee Trustees that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any material term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the treatment of any Borrower in relation to the interest payable by that Borrower under any Loan is unfair; or (c) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) the Seller's Variable Rate for that particular type of Loan (and not a rate set by the Seller’s 's successors or assigns or those deriving title from them); or (cd) the variable margin above the Bank of England repo base rate under any Tracker Rate other Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or (de) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate; or (f) a Borrower should be or should have been offered the opportunity to switch to an interest rate other than that required by the Servicer or the Mortgages trustee for that Borrower as a result of the Seller having more than one variable rate; or (g) there has been a breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or available to a Borrower under any Loan, then, at Funding 1’s the Beneficiaries' direction (subject to the prior written consent of the Funding Security TrusteeTrustees and/or the Funding Companies), 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 8.12 (but but, in the case of a determination in respect of (b) above, only if if, at any time on or after such determination, HVR 1 or HVR 2 (as applicable) the Seller's Variable Rate shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, the Funding 1 Companies and the Funding Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’▇ and BBB or higher from S&P and BBB or higher from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1, the Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’▇ and BBB- or higher from S&P and BBB- or higher from Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee Trustees that, pending perfection under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security TrusteeMortgages Trustee or the Funding Companies, prejudice the interests of the Mortgages Trustee, Trustee or the Funding 1 and/or the Security Trustee Companies in the Portfolio; (b) shall promptly notify the Mortgages Trustee, the Funding 1 Companies and the Funding Security Trustee Trustees in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it its board of directors becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Funding Security TrusteeTrustees, participate or join in any legal proceedings to the extent necessary to protect protect, preserve and enforce the Seller’s or 's, the Mortgages Trustee’s or 's, the Funding 1’s or Companies' and/or the Funding Security Trustee’s Trustees' title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. the Land Registry to the extent that such title number does not appear in the Exhibit CD-ROM referred to in Appendix 1 to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland and the recording county and recording date of each Scottish Mortgage recorded at the General Register of Sasines to the extent that such title number data does not appear in the Exhibit CD-ROM referred to in Appendix 1 to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 7.5 The Seller hereby further undertakes to the Mortgages Trustee and the Funding 1 Companies that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings Withdrawal (if any) made by a Borrower and for funding any request for any Further Advance (including, for the avoidance of doubt, any Excluded Further Advance) made by a Borrower and, for the avoidance of doubt, neither none of the Mortgages Trustee nor or the Funding 1 Companies will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing Withdrawal (if any), ) or a Further Advance (including, for the avoidance of doubt, any Excluded Further Advance) in any circumstances whatsoever. 7.7 The 7.6 On or prior to the date of this Agreement, the Seller shall grant security powers of attorney to the Mortgages Trustee, the Funding 1 Companies and the Funding Security Trustee Trustees in the form set out in Schedule 5 allowing any of the Mortgages Trustee, the Funding 1 Companies and the Funding Security Trustee Trustees and their delegates from time to time (inter alia) to set the Seller’s 's Variable Base Rate in the circumstances referred to in Clause clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 7.6 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s 's Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, the Funding 1 Companies or the Funding Security TrusteeTrustees. 7.7 The Mortgages Trustee undertakes, and each Beneficiary hereby directs and authorises the Mortgages Trustee so to undertake, to the Seller that it will not (and will direct the Servicer not to) exercise its rights under: (a) condition 13.6 of the Flexible Plus Mortgage Conditions 2003 (edition) to adjust the tracking differential in relation to any of the Flexible Plus Loans governed by the Flexible Plus Mortgage Conditions 2003 (edition); or (b) condition 13.6 of the Flexible Plus Mortgage Conditions 2006 (edition) to adjust the tracking differential in relation to any of the Flexible Plus Loans governed by the Flexible Plus Mortgage Conditions 2006 (edition), unless an external legal opinion has been obtained by the Mortgages Trustee (or the Servicer, as applicable) confirming that, having reviewed the relevant product literature and Mortgage Terms, the exercise of such right would not be unfair for the purposes of the Unfair Terms in Consumer Contracts Regulations 1994, the Unfair Terms in Consumer Contracts Regulations 1999 as amended or (as the case may be) the Consumer Rights ▇▇▇ ▇▇▇▇.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate change. 7.2 The Seller hereby undertakes to the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s 's successors or assigns or those deriving title from them); or (c) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or (d) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate, then, at Funding 1’s '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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 (but in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’'▇ and BBB or higher from S&P and BBB or higher from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1, the Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’'▇ and BBB- or higher from S&P and BBB- or higher from Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect preserve and enforce the Seller’s 's or the Mortgages Trustee’s 's or Funding 1’s 's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. the Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule 5 allowing any of the Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s 's Variable Base Rate in the circumstances referred to in Clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s 's Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security Trustee.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause CLAUSE 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate change. 7.2 The Seller hereby undertakes to the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s 's successors or assigns or those deriving title from them); or (c) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or (d) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate, then, at Funding 1’s '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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause CLAUSE 8.5 (but in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’'▇ and BBB or higher from S&P and BBB or higher from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1, the Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’'▇ and BBB- or higher from S&P and BBB- or higher from Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection under Clause CLAUSE 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect preserve and enforce the Seller’s 's or the Mortgages Trustee’s 's or Funding 1’s 's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule 5 allowing any of the Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s 's Variable Base Rate in the circumstances referred to in Clause CLAUSE 4 of the Servicing Agreement and/or following perfection pursuant to Clause CLAUSE 6.1 PROVIDED THAT nothing in this Clause CLAUSE 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s 's Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security Trustee.

Undertakings. 7.1 5.1 The Mortgages Trustee and Funding 1 undertake LLP undertakes to the Seller that they it will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their its powers and rights and perform their its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonableReasonable, prudent mortgage lender Prudent Mortgage Lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 6.6, the Mortgages Trustee LLP shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s LLP's reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate changechange or a change in the terms and conditions relating to a Loan which is not a Fixed Rate Loan. 7.2 5.2 The Seller hereby undertakes to the Mortgages Trustee and Funding 1 LLP that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing First Assignment Date or, as the case may be, the relevant Sale Assignment Date, paid to the Seller any amounts in excess of sums due to the Seller as at the relevant date of payment under the Mortgage Conditions applicable to that Loan (other than an Overpayment made by a Borrower under a Flexible Loan), the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 LLP harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 LLP on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 LLP in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 5.3 If, as a result of a breach of Representation and Warranty 1.18 of Schedule 1, the LLP or the Security Trustee suffers any loss, cost, expense or liability (any such loss, cost, expense or liability referred to in this Clause 5.3 as a Loss), then the Seller agrees to hold the Security Trustee and the LLP harmless against any such Loss and to indemnify the Security Trustee and the LLP in relation to any Loss which may arise in connection therewith. If the Seller fails to so indemnify the Security Trustee and the LLP within 30 London Business Days of demand being made therefor, then the amounts due may be deducted by way of set-off from income due to the Seller pursuant to clause 14.3(j) of the LLP Deed. 5.4 Each of the Seller and the Mortgages Trustee and Funding 1 LLP undertakes to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator in respect of any Loan and its Related Security that: (a) any material term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or; (b) the treatment of any Borrower in relation to the interest payable by that Borrower under any Loan is unfair; (c) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) the Abbey Standard Variable Rate (and not a by reference to the standard variable rate set by of interest of the Seller’s 's successors or assigns or those deriving title from them); or; (cd) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or; (de) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate; (f) a Borrower should be or should have been offered the opportunity to switch to an interest rate other than that set by the Servicer for that Borrower as a result of the Seller having more than one variable mortgage rate; or (g) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or available to a Borrower under any Loan, then, at Funding 1’s direction (subject to the prior written consent of the Security Trustee)'s direction, the Mortgages Trustee LLP will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its their Related Security in accordance with Clause 8.5 6.6 (but in the case of a determination in respect of paragraph (bc) of Clause 5.4 above, only if at any time on or after such determination, HVR 1 or HVR 2 the Abbey Standard Variable Rate (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). Until it shall have express notice pursuant to this Agreement to the contrary, the Security Trustee shall be entitled to assume that none of the events specified in paragraph (a) to (g) of this Clause 5.4 has occurred or, with the giving of any notice, certification, declaration, demand or the taking of similar action, would occur. 7.4 5.5 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 LLP and the Security Trustee that: (a) that if the long term its long-term, unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’▇ and BBB or higher long-term credit rating: (a) from S&P and BBB of at least BBB+, from Moody's of at least Baal or higher from FitchFitch of at least BBB+, the Seller shall deliver to the Mortgages Trustee, Funding 1LLP, the Security Trustee (upon request) and the Rating Agencies within 15 London Business Days a draft letter of notice to each Borrower of a Loan in the Borrowers Portfolio of the sale and purchase effected by this AgreementAgreement (and, in the case of any Scottish Loan, the making of the relevant Scottish Declaration of Trust); and (b) if the long term unsecuredfrom S&P of at least BBB-, unsubordinated and unguaranteed debt obligations from Moody's of at least Baa3 or from Fitch of at least BBB-, the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’▇ and BBB- or higher from S&P and BBB- or higher from Fitch, then the Seller shall, shall within 20 10 London Business Days of it becoming aware of such a rating being assigned, assigned give notice to each Borrower of a Loan in the Portfolio of the sale and purchase effected by this Agreement to each Borrower(and, in the case of any Scottish Loan, the making of the relevant Scottish Declaration of Trust). 7.5 5.6 The Seller undertakes to the Mortgages Trustee, Funding 1 LLP and the Security Trustee that, pending perfection completion under Clause 64, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 LLP and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s LLP's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (cb) shall, if reasonably required so to do by the Mortgages Trustee LLP or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect protect, preserve and enforce the Seller’s 's or the Mortgages Trustee’s or Funding 1’s LLP's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (dc) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number numbers to each Property in respect of which a Mortgage is registered at H.M. the Land Registry or the Land Register of Scotland and the recording dates of each Scottish Mortgage recorded at the General Register of Sasines and the folio numbers to each property in respect of which a Mortgage is registered at the Land Registry of Northern Ireland and the registration details of each Northern Irish Mortgage registered at the Registry of Deeds to the extent that such title number, recording date, folio number does or registration details do not appear in the Exhibit Appendix to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) and shall in any event obtain the title number same prior to each Property in respect of which a Mortgage is registered the LLP Payment Date falling in the Land Register month during which the first anniversary of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement First Assignment Date (or, as the case may be, the relevant New Portfolio Notice)Assignment Date) falls; and (ed) shall make and enforce claims which the Seller is entitled to make under the Buildings Abbey Insurance Policies and the Halifax Insurance Building Policies and hold the proceeds of such claims on trust for the Mortgages Trustee LLP or as the Mortgages Trustee LLP may direct; and (e) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the LLP and/or the Security Trustee in the Portfolio (save to the extent that such act or omission is permitted by any Transaction Document). 7.6 5.7 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 LLP that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and Further Advance made to a Borrower or any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) Drawing made by a Borrower with respect to a Loan in the Portfolio, and for funding acknowledges that any request for any such Further Advance made or Flexible Loan Drawing shall be effectively assigned to the LLP. As consideration for the assignment of the Further Advance or Flexible Loan Drawing to the LLP, there shall be a deemed Capital Contribution in Kind by a Borrower andthe Seller (in its capacity as Member) in an amount equal to the relevant increase of the Outstanding Principal Balance of the Loan, for in accordance with clause 8.3 of the LLP Deed. For the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 LLP will not be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Further Advance or Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 5.8 The Seller shall grant security powers of attorney pay to the Mortgages TrusteeLLP an amount equal to the unpaid interest associated with any Payment Holiday taken by a Borrower with respect to a Loan. There shall be a deemed Cash Capital Contribution by the Seller (in its capacity as Member) in an amount equal to the relevant increase in respect of the Loan, Funding 1 in accordance with clause 8.3 of the LLP Deed. 5.9 The LLP undertakes to the Seller that it will not (and will direct the Servicer not to) exercise the right under: (a) condition 13.6 of the Flexible Plus Mortgage Conditions 2003 (edition) to adjust the tracking differential in relation to any of the Flexible Plus Loans governed by the Flexible Plus Mortgage Conditions 2003 (edition); or (b) condition 13.6 of the Flexible Plus Mortgage Conditions 2006 (edition) to adjust the tracking differential in relation to any of the Flexible Plus Loans governed by the Flexible Plus Mortgage Conditions 2006 (edition), unless an external legal opinion has been obtained by the Seller confirming that, having reviewed the relevant product literature and Mortgage Terms, the exercise of such right would not be unfair for the purposes of the Unfair Terms in Consumer Contract Regulations 1999. 5.10 The Seller undertakes to the LLP and the Security Trustee in the form set out in Schedule 5 allowing that it will comply with any and all orders of the Mortgages Trustee, Funding 1 FCA and any court of competent jurisdiction made pursuant to Regulation 33 of the Security Trustee RCB Regulations to sell Loans and their delegates from time Related Security to time (inter alia) to set the Seller’s Variable Base Rate LLP in accordance with the circumstances referred to in Clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security TrusteeRCB Regulations.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonableReasonable, prudent mortgage lender Prudent Mortgage Lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause CLAUSE 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate change. 7.2 The Seller hereby undertakes to the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s 's successors or assigns or those deriving title from them); or (c) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or (d) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate, then, at Funding 1’s '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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause CLAUSE 8.5 (but in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’▇ Moody's and BBB or higher from S&P and BBB or higher from Fitchfr▇▇ ▇▇▇▇h, the Seller shall deliver to the Mortgages Trustee, Funding 1, the Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’▇ Moody's and BBB- or higher from S&P and BBB- or higher from Fitch▇▇▇▇ ▇▇tch, then the Seller shall, within 20 London Business Days of it becoming aware of such a sucha rating being assigned, give notice of the sale and purchase effected by effectedby this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection under Clause CLAUSE 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or 1and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if orif it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect preserve and enforce the Seller’s 's or the Mortgages Trustee’s 's or Funding 1’s 's or the Security Trustee’s 's title to or interest in any Loan or Loanor its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. the Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to each Property in respect of which a Mortgage is registered in the Land theLand Register of Scotland to the extent that such title number does not appear in appearin the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as oras the Mortgages Trustee may direct. 7.6 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 that it is itis and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if Drawings(if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash HomeCash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule SCHEDULE 5 allowing any of the ofthe Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s 's Variable Base Rate in the inthe circumstances referred to in Clause CLAUSE 4 of the Servicing Agreement and/or following perfection pursuant to Clause CLAUSE 6.1 PROVIDED THAT nothing in this Clause CLAUSE 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s 's Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security Trustee.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause CLAUSE 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate change. 7.2 The Seller hereby undertakes to the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s 's successors or assigns or those deriving title from them); or (c) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or (d) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate, then, at Funding 1’s '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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause CLAUSE 8.5 (but in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from M▇▇▇▇▇’'▇ and BBB or higher from S&P and BBB or higher from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1, the Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from M▇▇▇▇▇’'▇ and BBB- or higher from S&P and BBB- or higher from Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection under Clause CLAUSE 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect preserve and enforce the Seller’s 's or the Mortgages Trustee’s 's or Funding 1’s 's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule 5 allowing any of the Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s 's Variable Base Rate in the circumstances referred to in Clause CLAUSE 4 of the Servicing Agreement and/or following perfection pursuant to Clause CLAUSE 6.1 PROVIDED THAT nothing in this Clause CLAUSE 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s 's Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security Trustee.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 8 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee Charge in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect effect: (a) an interest rate change; or (b) a change in the terms and conditions relating to a Loan in respect of which interest is calculated by reference to a Variable Rate, to a Base Rate Loan. 7.2 The Seller hereby undertakes to the Mortgages Trustee and the Funding 1 Companies that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and the Funding 1 Companies harmless against any such claims and to indemnify the Mortgages Trustee and the Funding 1 Companies on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and the Funding 1 Companies in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and Seller, the Mortgages Trustee and the Funding 1 undertakes Companies undertake to each other and to the Funding Security Trustee Trustees that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any material term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the treatment of any Borrower in relation to the interest payable by that Borrower under any Loan is unfair; or (c) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) the Seller's Variable Rate for that particular type of Loan (and not a rate set by the Seller’s 's successors or assigns or those deriving title from them); or (cd) the variable margin above the Bank of England repo base rate under any Tracker Rate other Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or (de) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate; or (f) a Borrower should be or should have been offered the opportunity to switch to an interest rate other than that required by the Servicer or the Mortgages trustee for that Borrower as a result of the Seller having more than one variable rate; or (g) there has been a breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or available to a Borrower under any Loan, then, at Funding 1’s the Beneficiaries' direction (subject to the prior written consent of the Funding Security TrusteeTrustees and/or the Funding Companies), 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 8.12 (but but, in the case of a determination in respect of (b) above, only if if, at any time on or after such determination, HVR 1 or HVR 2 (as applicable) the Seller's Variable Rate shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, the Funding 1 Companies and the Funding Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’▇ and BBB or higher from S&P and BBB or higher from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1, the Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’▇ and BBB- or higher from S&P and BBB- or higher from Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee Trustees that, pending perfection under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security TrusteeMortgages Trustee or the Funding Companies, prejudice the interests of the Mortgages Trustee, Trustee or the Funding 1 and/or the Security Trustee Companies in the Portfolio; (b) shall promptly notify the Mortgages Trustee, the Funding 1 Companies and the Funding Security Trustee Trustees in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it its board of directors becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Funding Security TrusteeTrustees, participate or join in any legal proceedings to the extent necessary to protect protect, preserve and enforce the Seller’s or 's, the Mortgages Trustee’s or 's, the Funding 1’s or Companies' and/or the Funding Security Trustee’s Trustees' title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. the Land Registry to the extent that such title number does not appear in the Exhibit CD-ROM referred to in Appendix 1 to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland and the recording county and recording date of each Scottish Mortgage recorded at the General Register of Sasines to the extent that such title number data does not appear in the Exhibit CD-ROM referred to in Appendix 1 to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 7.5 The Seller hereby further undertakes to the Mortgages Trustee and the Funding 1 Companies that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings Withdrawal (if any) made by a Borrower and for funding any request for any Further Advance (including, for the avoidance of doubt, any Excluded Further Advance) made by a Borrower and, for the avoidance of doubt, neither none of the Mortgages Trustee nor or the Funding 1 Companies will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing Withdrawal (if any), ) or a Further Advance (including, for the avoidance of doubt, any Excluded Further Advance) in any circumstances whatsoever. 7.7 The 7.6 On or prior to the date of this Agreement, the Seller shall grant security powers of attorney to the Mortgages Trustee, the Funding 1 Companies and the Funding Security Trustee Trustees in the form set out in Schedule 5 allowing any of the Mortgages Trustee, the Funding 1 Companies and the Funding Security Trustee Trustees and their delegates from time to time (inter alia) to set the Seller’s 's Variable Base Rate in the circumstances referred to in Clause clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 7.6 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s 's Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, the Funding 1 Companies or the Funding Security TrusteeTrustees. 7.7 On or prior to the Initial Closing Date, the Seller and the Mortgages Trustee shall enter into a data transfer agreement in a form approved by the EC Commission as meeting the requirements of Article 26(2) of Directive 95/46/EC for the transfer of personal data to third parties which do not ensure an adequate level of protection as set out in Appendix 2 (Standard Documentation) and such agreement shall govern any transfer of Personal Data from the Seller to the Mortgages Trustee pursuant to this Agreement. 7.8 The Mortgages Trustee undertakes, and each Beneficiary hereby directs and authorises the Mortgages Trustee so to undertake, to the Seller that it will not (and will direct the Servicer not to) exercise its rights under: (a) condition 13.6 of the Flexible Plus Mortgage Conditions 2003 (edition) to adjust the tracking differential in relation to any of the Flexible Plus Loans governed by the Flexible Plus Mortgage Conditions 2003 (edition); or (b) condition 13.6 of the Flexible Plus Mortgage Conditions 2006 (edition) to adjust the tracking differential in relation to any of the Flexible Plus Loans governed by the Flexible Plus Mortgage Conditions 2006 (edition), unless an external legal opinion has been obtained by the Mortgages Trustee (or the Servicer, as applicable) confirming that, having reviewed the relevant product literature and Mortgage Terms, the exercise of such right would not be unfair for the purposes of the Unfair Terms in Consumer Contracts Regulations 1994, the Unfair Terms in Consumer Contracts Regulations 1999 as amended or (as the case may be) the Consumer Rights Act 2015.

Undertakings. 7.1 The Each of the Mortgages Trustee and the Funding 1 Companies undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonableReasonable, prudent mortgage lender Prudent Mortgage Lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate change. 7.2 The Seller hereby undertakes to the Mortgages Trustee and the Funding 1 Companies that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and the Funding 1 Companies harmless against any such claims and to indemnify the Mortgages Trustee and the Funding 1 Companies on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and the Funding 1 Companies in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and Seller, the Mortgages Trustee and the Funding 1 undertakes Companies undertake to each other and to the Funding Security Trustee Trustees that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) the Seller's Variable Rate for that particular type of Loan (and not a rate set by the Seller’s 's successors or assigns or those deriving title from them); or (c) the variable margin above the Bank of England repo base rate under any Tracker Rate other Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or (d) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate, then, at Funding 1’s the Beneficiaries' direction (subject to the prior written consent of the Funding Security TrusteeTrustees and/or the Funding Companies), 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 8.4 (but Warranties and Repurchase by the Seller) (but, in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) the Seller's Variable Rate shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, the Funding 1 Companies and the Funding Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’▇ and BBB or higher from S&P and BBB or higher from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1, the Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’▇ and BBB- or higher from S&P and BBB- or higher from Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee Trustees that, pending perfection under Clause 66 (Completion of the Transfer of Loans), the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security TrusteeMortgages Trustee or the Funding Companies, prejudice the interests of the Mortgages Trustee, or the Funding 1 and/or the Security Trustee Companies in the Portfolio; (b) shall promptly notify the Mortgages Trustee, the Funding 1 Companies and the Funding Security Trustee Trustees in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Funding Security TrusteeTrustees, participate or join in any legal proceedings to the extent necessary to protect preserve and enforce the Seller’s or 's, the Mortgages Trustee’s or 's, the Funding 1’s or Companies' and/or the Funding Security Trustee’s Trustees' title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. the Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and; (ii) the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland and the recording county and recording date of each Scottish Mortgage recorded at the General Register of Sasines to the extent that such title data does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); (iii) the folio number of each Property in respect of which a Mortgage is registered at the Land Registry of Northern Ireland to the extent that such folio number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 7.5 The Seller hereby further undertakes to the Mortgages Trustee and the Funding 1 Companies that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings Withdrawal (if any) made by a Borrower and for funding any request for any Further Advance (including, for the avoidance of doubt, any Excluded Further Advance) made by a Borrower and, for the avoidance of doubt, neither none of the Mortgages Trustee nor or the Funding 1 Companies will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing Withdrawal (if any), ) or a Further Advance (including, for the avoidance of doubt, any Excluded Further Advance) in any circumstances whatsoever. 7.7 7.6 The Seller shall grant security powers of attorney to the Mortgages Trustee, the Funding 1 Companies and the Funding Security Trustee Trustees in the form set out in Schedule 5 allowing any of the Mortgages Trustee, the Funding 1 Companies and the Funding Security Trustee Trustees and their delegates from time to time (inter alia) to set the Seller’s 's Variable Base Rate in the circumstances referred to in Clause clause 4 (Variable Rate and Other Discretionary Rates and Margins) of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 (Completion of the Transfer of Loans) PROVIDED THAT nothing in this Clause 7.7 7.6 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s 's Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, the Funding 1 Companies or the Funding Security TrusteeTrustees. 7.7 On or prior to the Initial Closing Date, the Seller and the Mortgages Trustee shall enter into the Data Transfer Agreement in a form approved by the EC Commission as meeting the requirements of Article 26(2) of Directive 95/46/EC for the transfer of personal data to third parties which do not ensure an adequate level of protection as set out in Appendix 2 (Standard Documentation) and such agreement shall govern any transfer of Personal Data from the Seller to the Mortgages Trustee pursuant to this Agreement. 7.8 The Mortgages Trustee undertakes to the Seller that it will not (and will direct the Servicer not to) exercise rights under: (a) condition 13.6 of the Abbey Flexible Plus Mortgage Conditions 2003 (edition) to adjust the tracking differential in relation to any of the Flexible Plus Loans governed by the Abbey Flexible Plus Mortgage Conditions 2003 (edition); or (b) condition 13.6 of the Abbey Flexible Plus Mortgage Conditions 2006 (edition) to adjust the tracking differential in relation to any of the Flexible Plus Loans governed by the Abbey Flexible Plus Mortgage Conditions 2006 (edition), unless an external legal opinion has been obtained by the Seller confirming that, having reviewed the relevant product literature and Mortgage Terms, the exercise of such right would not be unfair for the purposes of the Unfair Terms in Consumer Contract Regulations 1999.

Undertakings. 7.1 The Mortgages Trustee 16.1 In case of a LIP Business Sale Closing, the Seller shall indemnify and Funding 1 undertake hold the Purchaser harmless from and against any Taxes of the Seller relating to the Seller that they will at all times (Business for periods ending on or will direct before the Servicer at all times Closing Date for which the Purchaser is held liable, in particular, but not limited to) use reasonable endeavours , from and against any liability of the Purchaser according to administer and enforce (and exercise their powers and rights and perform their obligations under) Section 75 AO. 16.2 In the Loans comprised in event of a LIP Asset Sale Closing, 16.2.1 the Portfolio and their Related Security in accordance Purchaser, with the Seller’s Policy assistance and co-operation, shall within 9 months following the LIP Asset Sale Closing Date finalize the dismantling of any LIP Assets from the buildings in which such assets are located on the Closing Date and fully vacate the buildings and the land from any LIP Assets, provided that the dismantling of any of the LIP Assets shall be made in strict compliance with any restrictions imposed under the Heritable Building Right Agreement, and the Purchaser shall indemnify and hold the Seller harmless from and against any liabilities and reasonable costs incurred; 16.2.2 the Seller shall negotiate and conclude as soon as reasonably practicable with the works council a balance of interest (Interessenausgleich) and a social plan (Sozialplan) regarding the dismissal of all Employees. Such agreement shall be made on the basis of the entitlement of the Employees under the PSR or such other amount as decided by the arbitration board (Einigungsstelle), unless the Parties agree otherwise. The resulting Termination Payments shall be borne by the Seller up to the Termination Payment Cap and any Termination Payments in excess of the Termination Payment Cap shall be borne by the Purchaser and shall be paid by the Seller to the Employees out of the Severance Funds Payment and any interest accruing on the balance of the Severance Funds Payment. The Severance Funds Payment shall be put on a separate interest bearing account, the Parties shall agree on a reasonable investment of the Severance Funds Payment, and any interest accrued on the Severance Funds Payment shall become part of the Severance Fund Payment available for so long as it exists and thereafter distribution in accordance with this Agreement; 16.2.3 the Parties shall share equally the payroll costs (regular monthly costs of employment as existing on the Closing Date and consistent with the employment agreements and past practice, excluding, for the avoidance of doubt, any extra benefits like bonuses or one time payments, unless such policies payments are a result of a binding agreement or past practice (betriebliche Übung)) relating to the Employees for the period from the Closing Date until the earlier of (i) 31 July 2009 or (ii) the date of termination of the affected Employees’ employment relationship according to the balance of interest and the social plan described in Section 16.2.2; 16.2.4 the Seller shall initiate good faith negotiations with Infraserv regarding an early termination of the Heritable Building Right Agreement and shall return Heritable Building Right to Infraserv as would soon as possible after the earlier to occur of (i) 9 months following the LIP Asset Sale Closing Date and (ii) finalization of the dismantling pursuant to Section 16.2.1 and shall pay Infraserv an compensation due in connection with the early termination of the Heritable Building Right Agreement (including site service agreements and investment charges); 16.2.5 if required pursuant to the discussions with Infraserv according to Section 16.2.4, the Seller shall tear down the Buildings as soon as reasonably practicable after the earlier to occur of (i) 9 months following the LIP Asset Sale Closing Date and (ii) finalization of the dismantling pursuant to Section 16.2.1; 16.2.6 notwithstanding the Termination Payment Cap subject to Section 16.2.3 the operating cost of the Business as well as all cost of shutting down the operations of the LIP shall be applied borne by the Purchaser; the Seller shall apply (i) funds received as Severance Funds Payment against payment of the Termination Payments in accordance with Section 16.2.2, (ii) the Down Payment and the Demolition Cost Payment against the Demolition Costs, and shall provide to the Purchaser a reasonabledetailed calculation of the Termination Payments and the Demolitions Costs without undue delay upon finalization of the measures set out under Sections 16.2.1 through 16.2.5. If and to the extent the sum of (i) the Termination Payments, prudent mortgage lender and (ii) the Demolition Costs; less (iii) the amount of the Termination Payment Cap; less (iv) [...***...]; plus (v) [...***...] per day by which the LIP Asset Sale Closing occurred later than the Infraserv Due Date; (together the “Actual Demolition Cost”) exceeds the sum of (i) the Severance Funds Payment; (ii) the Down Payment; and (iii) the Demolition Cost Payment; (together the “Prepayments”), then the Purchaser shall pay to the Seller the amount of such excess. If and to the extent the Actual Demolition Cost are lower than the Prepayments, then the Seller shall pay to the Purchaser the remaining balance. 16.2.7 The Seller acknowledges and agrees that it has a duty to mitigate Demolition Costs to the greatest extent possible and that it must act prudently and in good faith in negotiating Termination Payments and Demolition Costs. 16.3 In the event of the LIP Business Sale, the Parties acknowledge that it is the Purchaser’s intention to reduce the production level at the LIP after Closing to ten batches of bulk insulin per calendar year. Infraserv is entitled to overcapacity payments for the drop of utility consumption by the LIP below the level foreseen under the agreements between the Seller and Infraserv comprised in the conduct Contracts. Such payments will be calculated in view of its business), provided that if the remaining term of these agreements at Closing and will likely need to be prepaid. The Purchaser shall keep the Seller fails reasonably informed about the progress of discussions regarding the decrease in the production level with Infraserv comprised in the Contracts. The Seller undertakes to comply with its obligations compensate the Purchaser for such overcapacity payments up to repurchase any Loan and its Related Security pursuant to Clause 8.5 a maximum of [...***...]. If Closing occurs after the Mortgages Trustee Infraserv Due Date, such cap shall be entitled reduced by [...***...] per day to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in reflect the Mortgages Trustee’s reasonable opinion, such waiver is reasonably necessary in order then reduced exposure to effect an interest rate change. 7.2 The Seller hereby undertakes Infraserv due to the Mortgages Trustee and Funding 1 thatshorter remaining term of the contracts. For the avoidance of doubt, this Section 16.3 shall not apply in the event of a LIP Asset Sale. 16.4 If, within 5 years after the Closing, it turns out that any Borrower establishes that it has at any time prior to there are still Related IP-Rights or, in case of a LIP Asset Sale, LIP Records, or in case of a LIP Business Sale, Records in possession of the Initial Closing Date orSeller or Pfizer Inc., the Seller or Pfizer Inc., as the case may be, the relevant Sale Dateundertakes to transfer such Related IP-Rights, paid LIP Records or Records in rem (dinglich) to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s successors or assigns or those deriving title from them); or (c) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or (d) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate, 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 (but in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’▇ and BBB or higher from S&P and BBB or higher from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1, the Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’▇ and BBB- or higher from S&P and BBB- or higher from Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s or the Mortgages Trustee’s title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect preserve and enforce the Seller’s or the Mortgages Trustee’s or Funding 1’s or the Security Trustee’s title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain Purchaser as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for practicable. For the avoidance of doubt, neither this undertaking shall in no event be subject to the Mortgages Trustee nor Funding 1 will be required to advance moneys limitations set out under Section 11.4 16.5 The Purchaser is aware of and consents to the Seller or conducting a full data harvest of all electronic data of the Business existing up to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing the Closing Date (if anythe “Data Harvest”), or Further Advance in any circumstances whatsoever. 7.7 . The Seller shall grant security powers be solely responsible for compliance of attorney such Data Harvest with applicable data protection laws. If the Data Harvest is not finalized until the Closing Date, the Purchaser will assist the Seller in the finalization of the Data Harvest after the Closing Date to the Mortgages extent permitted by applicable data protection laws. The harvested data shall be stored with a third party (the “Data Trustee”) after the finalization of the Data Harvest. The Purchaser shall procure to the extent permitted by applicable data protection laws that the Trustee grants access to the Seller to the harvested data in connection with judicial, Funding 1 and administrative, tax, audit, or arbitration proceedings (or threatening respective proceedings) involving any company of the Security Trustee in Seller Group which relate to or involve the form set out in Schedule 5 allowing Business or this Agreement. 16.6 The Seller will not offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy or otherwise acquire or take a pledge of) any of the Mortgages TrusteeConsideration Shares in violation of the Securities Act. 16.7 Seller may request that MannKind Corp. remove, Funding 1 and MannKind Corp. agrees to authorize and cause the Security Trustee removal of, any legend from the Consideration Shares, (i) following any sale of the Consideration Shares pursuant to an effective Registration Statement or Rule 144, or (ii) if such Consideration Shares are eligible for sale under Rule 144, without being subject to condition or restriction. 16.8 To the extent that MannKind Corp. determines that it is required to file with the SEC financial statements for the business acquired in connection with the acquisition of the Assets, then the Seller and their delegates from time Pfizer Inc. shall provide MannKind Corp. with such assistance and such information, including copies of audited and unaudited financial statements, and other information to time (inter alia) to set the Seller’s Variable Base Rate assist MannKind Corp. in the circumstances referred to in Clause 4 preparation of pro forma financial statements, of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing business acquired, as MannKind Corp. may reasonably request in this Clause 7.7 shall prevent connection with the Seller (preparation by MannKind Corp. of one or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to more Current Reports on Form 8-K as may be required by MannKind Corp. to satisfy its obligations under Items 2.01 and 9.01 of Form 8-K promulgated by the Mortgages TrusteeSEC with respect to the acquisition of the Assets. 16.9 If requested by MannKind Corp., Funding 1 for a period of one year following the Closing Date the Seller and Pfizer Inc. shall use their respective reasonable best efforts to obtain the consent of KPMG LLP with respect to the inclusion of historical financial statements of the business acquired to the extent MannKind Corp. is required to include them in the consolidated financial statements of MannKind Corp. or in any registration statement, report or other filing MannKind Corp. is required to file with the Security TrusteeSEC, any blue sky securities authority or any securities exchange or market.

Undertakings. 7.1 3.1 The Mortgages Trustee and Funding Guarantor undertakes that it will not issue any Tier 1 undertake Securities ranking senior to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase under this Subordinated Guarantee or enter into any Loan and its Related Security pursuant to Clause 8.5 the Mortgages Trustee shall be entitled to waive support agreement or give any Early Repayment Fee guarantee in respect of any Tier 1 Securities issued by any Subsidiary or other entity if such Loan support agreement or guarantee would rank senior to this Subordinated Guarantee unless this Subordinated Guarantee is changed to give the Holders such rights and its Related Security ifentitlements as are contained in or attached to such securities or such other support agreement or guarantee so that this Subordinated Guarantee ranks pari passu with, in the Mortgages Trustee’s reasonable opinionand contains substantially equivalent rights of priority as to payment on, any Tier 1 Securities or such waiver is reasonably necessary in order to effect an interest rate changeother support agreement or guarantee. 7.2 3.2 The Seller hereby Guarantor undertakes to the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior Distribution is not paid in full to Holders in accordance with the rights attaching to the Initial Closing Date or, as Preferred Securities and in accordance with the case may bePartnership Agreement, the relevant Sale Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security thatGuarantor will: (a) not declare and pay (or make a guarantee payment in respect of) any term which relates to distribution or dividend and, where applicable, will procure that no distribution or dividend is declared or paid on any Junior Share Capital until the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; orDividend Stopper Period has expired; (b) subject as provided in sub-clause 3.3, not declare and pay (or make a guarantee payment in respect of) any distribution or dividend and, where applicable, will procure that no distribution or dividend is declared or paid on any Parity Security until the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s successors or assigns or those deriving title from them)applicable Dividend Stopper Period has expired; orand (c) not repurchase or redeem Junior Share Capital or Parity Securities until the variable margin above then applicable Dividend Stopper Period has expired. 3.3 The Guarantor undertakes that, in the Bank event that on a Distribution Payment Date the Relevant Proportion of England repo rate a Distribution is paid it will only declare and pay (or make a payment under a guarantee in respect of) an amount not exceeding the Relevant Proportion of any Tracker Rate Loan must be set by distribution or dividend (and, where applicable, will procure that only the Seller (rather than by its successors Relevant Proportion of any distribution or assigns dividend is declared or those deriving title from them); orpaid) on any Parity Security for the applicable Dividend Stopper Period. (d) the interest payable under 3.4 The Guarantor undertakes that, so long as any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate, 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 (but in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee thatPreferred Securities is outstanding: (a) unless the Guarantor is itself being wound up, it will not permit, or take any action that would or might cause, the liquidation, dissolution or winding-up of the Issuer (or the General Partner if the long term unsecured, unsubordinated and unguaranteed debt obligations Guarantor itself is not the general partner) otherwise than with the prior approval of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’▇ and BBB or higher from S&P and BBB or higher from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1, the Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by this AgreementFinancial Regulator (if then required); and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations General Partner will at all times be either the Guarantor itself or a directly or indirectly wholly-owned Subsidiary of the Seller cease to be assigned Guarantor, unless, in the case of (a) or (b), otherwise approved by a rating of Baa3 or higher from ▇▇▇▇▇’▇ and BBB- or higher from S&P and BBB- or higher from Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice simple majority of the sale and purchase effected Holders by this Agreement to each Borrowervote or in writing. 7.5 3.5 The Seller Guarantor has undertaken all reasonable steps to ensure that, subject to applicable law, it will at all times have a sufficient number of units of authorised but unissued Substituted Preference Stock to permit the substitution thereof for all outstanding Preferred Securities and undertakes to take all reasonable steps to ensure that all corporate authorisations will have been taken for the Mortgages Trusteeallotment and issue of the same free from pre-emptive rights. The Guarantor undertakes that subject to applicable law following the occurrence of a Trigger Event, Funding 1 and the Security Trustee that, pending perfection under Clause 6, the Sellerit will take all reasonable steps to: (a) shall not do or omit to do any act or thing which mightallot, issue and deliver Substituted Preference Stock in satisfaction of the rights of the Holders in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee circumstances and in the Portfoliomanner described in the Partnership Agreement and herein; (b) shall promptly notify apply for the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s or the Mortgages Trustee’s title Substituted Stock to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement;be listed on a stock exchange; and (c) shallpay any taxes or stamp duties payable in Ireland arising on the allotment and issue of such Substituted Preference Stock. The Guarantor will not be obliged to pay any other taxes, if reasonably required so stamp duty reserve taxes and capital, stamp, issue and registration duties arising on the Preferred Securities Substitution. Nor will the Guarantor be obliged to do pay any taxes arising by the Mortgages Trustee reference to any disposal or the deemed disposal of a Preferred Security Trustee, participate or join in any legal proceedings to the extent necessary to protect preserve and enforce the Seller’s or the Mortgages Trustee’s or Funding 1’s or the Security Trustee’s title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain connection with such Preferred Securities Substitution. The Guarantor undertakes that as soon as reasonably possible: (i) practicable after a Trigger Event it will give, or will procure that the title number to each Property in respect of which a Mortgage is registered at H.M. Land Registry General Partner gives, written notice to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to Holders enclosing a Preferred Securities Substitution Confirmation which each Property in respect of which a Mortgage is registered in the Land Register of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 Holder will be required to advance moneys complete. The form of such Preferred Securities Substitution Confirmation shall also be made available at the offices of each Paying and Transfer Agent. The Guarantor undertakes that following such Preferred Securities Substitution, the Substituted Preference Stock allotted will entitle its holders for any dividend from the immediately preceding Distribution Payment Date but the Holders will not otherwise have any entitlement to any accrued Distributions or any other payment on the Seller Preferred Securities. 3.6 The Guarantor will procure that it will maintain at all times while the Preferred Securities are outstanding (a) a Registrar having its office outside Ireland and the United Kingdom, (b) a Paying and Transfer Agent having a specified office in a European Union Member State (if available) that will not be obliged to withhold or deduct tax pursuant to a Borrower European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to fund conform to, such Directive and (c) a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance Paying and Transfer Agent in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule 5 allowing any of the Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s Variable Base Rate in the circumstances referred to in Clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to be location required by the Mortgages Trusteerules of any Stock Exchange. 3.7 The Guarantor undertakes that it will pay any taxes, Funding 1 capital duties or stamp duties payable as a result of any substitution for the Subordinated Notes of the Replacement Partnership Assets which are held by the Issuer as partnership assets thereafter. 3.8 The Guarantor undertakes that any amount received or recovered in a currency other than pounds sterling (the ‘‘Contractual Currency’’) (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction or otherwise) by a Holder in respect of any sum expressed to be due to it from the Issuer or the Security TrusteeGuarantor or otherwise in respect of the Preferred Securities will only constitute a discharge to the Issuer and the Guarantor to the extent of the Contractual Currency amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, the first date on which it is practicable to do so). If that Contractual Currency amount is less than the Contractual Currency amount expressed to be due to the recipient, the Guarantor will indemnify the recipient against any loss sustained by it as a result.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake Guarantor undertakes to the Seller that they it will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their its powers and rights and perform their its obligations under) the Loans comprised included in the Portfolio and their Related Security in accordance with the Seller’s Credit and Collection Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonableReasonable, prudent mortgage lender Prudent Mortgage Lender in the conduct of its business), provided that if . The entering into of the Servicing Agreement by the Guarantor shall constitute satisfaction of the undertaking in this Section 7.1. The Guarantor further undertakes to the Seller fails to and the Bond Trustee that it will (i) comply in all material respects with its obligations under each of the Transaction Documents to repurchase any Loan which it is a party, and its Related Security pursuant to Clause 8.5 (ii) comply with the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate changeCMHC Guide. 7.2 The Seller hereby undertakes to the Mortgages Trustee and Funding 1 Guarantor that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing First Purchase Date or, as the case may be, the relevant Sale Purchase Date, paid to the Seller any amounts in excess of sums due to the Seller as at the relevant date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 Guarantor harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 Guarantor on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 Guarantor in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of The Seller undertakes to direct the relevant insurer to pay to the Guarantor any insurance payments made under any insurance policy in effect maintained by the Seller and the Mortgages Trustee and Funding 1 undertakes covering risks of physical loss or damage to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman a Property in respect of any a Loan and its Related Security that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s successors or assigns or those deriving title from them); or (c) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or (d) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate, 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 (but in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’▇ and BBB or higher from S&P and BBB or higher from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1, the Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’▇ and BBB- or higher from S&P and BBB- or higher from Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s or the Mortgages Trustee’s title to any Loan comprised in the Portfolio or its Related Security or which applies if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; related Borrower fails to maintain such an insurance policy. The Guarantor (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security TrusteeCash Manager on its behalf), participate or join in will forthwith deposit any legal proceedings to such insurance proceeds it receives from the extent necessary to protect preserve and enforce Seller into the Seller’s or the Mortgages Trustee’s or Funding 1’s or the Security Trustee’s title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement GDA Account (or, as the case may beapplicable, the relevant New Portfolio Notice); and (iiStandby GDA Account) the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland and credit such insurance proceeds to the extent that such title number does not appear in Principal Ledger on the Exhibit to this Agreement GDA Account (or, as the case may beapplicable, the relevant New Portfolio NoticeStandby GDA Account); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule 5 allowing any of the Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s Variable Base Rate in the circumstances referred to in Clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security Trustee.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect effect: (a) an interest rate change; or (b) a change in the terms and conditions relating to a Loan in respect of which interest is calculated by reference to SVR, to a Tracker Loan. 7.2 The Seller hereby undertakes to with the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Assignment Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 If, as a result of a breach of Representation and Warranty 1.19 of Schedule 1, the Mortgages Trustee or Funding suffers any loss, cost, expense or liability (any such loss, cost, expense or liability referred to in this sub-clause as a LOSS), then the Seller agrees to hold the Mortgages Trustee and Funding harmless against any such Loss and to indemnify the Mortgages Trustee and Funding on an after Tax basis in relation to any Loss which may arise in connection therewith. If the Seller fails to so indemnify the Mortgages Trustee and Funding within 30 London Business Days of demand being made therefor, then the amounts due may be deducted by way of set-off from income due to the Seller pursuant to Clause 10.2(c) of the Mortgages Trust Deed. 7.4 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to with the Security Trustee others that if and to the extent that any determination shall be made by any court court, tribunal, ombudsman or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any material term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the treatment of any Borrower in relation to the interest payable by that Borrower under any Loan is unfair; or (c) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) the Abbey SVR (and not a rate set by the Seller’s its successors or assigns or those deriving title from them); or (cd) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller Abbey National (rather than by its successors or assigns or those deriving title from them); or (de) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate; or (f) a Borrower should be or should have been offered the opportunity to switch to an interest rate other than that required by the Servicer or Mortgage Trustee for that Borrower as a result of the Seller having more than one variable mortgage rate; or (g) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or available to a Borrower under any Loan, then, at Funding 1’s direction (subject to the prior written consent of Funding's 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 (but in the case of a determination in respect of (bc) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) the Abbey SVR shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 7.5 The Seller hereby undertakes to with the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher more from ▇▇▇▇▇’'▇ and BBB or higher more from S&P and BBB or higher more from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1Funding, the Security Trustee and the Rating Agencies a draft letter letters of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher more from ▇▇▇▇▇’'▇ and BBB- or higher more from S&P and BBB- or higher more from Fitch, then the Seller shall, shall within 20 10 London Business Days of it becoming aware of such a rating being assigned, assigned give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 7.6 The Seller undertakes to with the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection completion under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect protect, preserve and enforce the Seller’s 's or the Mortgages Trustee’s 's or Funding 1’s Funding's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours efforts to obtain as soon as reasonably possible: (i) the title number numbers to each Property in respect of which a Mortgage is registered at H.M. Land Registry or the Land Register of Scotland and the recording dates of each Scottish Mortgage recorded at the General Register of Sasines to the extent that such title number or recording date does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) and shall in any event obtain the title number same prior to each Property in respect of which a Mortgage is registered the Interest Payment Date falling in the Land Register month during which the first anniversary of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement Closing Date (or, as the case may be, the relevant New Portfolio Notice)Assignment Date) falls; and (e) shall make and enforce claims under the Buildings Policies and the Halifax Abbey Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 7.7 The Seller hereby further undertakes to with the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule 5 allowing any of the Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s Variable Base Rate in the circumstances referred to in Clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security Trustee.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 8.6 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect effect: (a) an interest rate change; or (b) a change in the terms and conditions relating to a Loan in respect of which interest is calculated by reference to SVR, to a Tracker Loan. 7.2 The Seller hereby undertakes to with the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Assignment Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 If, as a result of a breach of Representation and Warranty 1.19 of Schedule 1, the Mortgages Trustee or Funding suffers any loss, cost, expense or liability (any such loss, cost, expense or liability referred to in this sub-clause as a Loss), then the Seller agrees to hold the Mortgages Trustee and Funding harmless against any such Loss and to indemnify the Mortgages Trustee and Funding on an after Tax basis in relation to any Loss which may arise in connection therewith. If the Seller fails to so indemnify the Mortgages Trustee and Funding within 30 London Business Days of demand being made therefor, then the amounts due may be deducted by way of set-off from income due to the Seller pursuant to Clause 10.2(c) of the Mortgages Trust Deed. 7.4 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to with the Security Trustee others that if and to the extent that any determination shall be made by any court court, tribunal, ombudsman or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any material term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the treatment of any Borrower in relation to the interest payable by that Borrower under any Loan is unfair; or (c) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) the Abbey SVR (and not a rate set by the Seller’s its successors or assigns or those deriving title from them); or (cd) the any variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller Abbey (rather than by its successors or assigns or those deriving title from them); or (de) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate; or (f) a Borrower should be or should have been offered the opportunity to switch to an interest rate other than that required by the Servicer or Mortgage Trustee for that Borrower as a result of the Seller having more than one variable mortgage rate; or (g) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or available to a Borrower under any Loan, then, at Funding 1’s direction (subject to the prior written consent of Funding's 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 8.6 (but in the case of a determination in respect of (bc) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) the Abbey SVR shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 7.5 The Seller hereby undertakes to with the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher more from Moody's and BBB or more from S&P and BBB or more from ▇▇▇▇▇’▇ and BBB or higher from S&P and BBB or higher from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1Funding, the Security Trustee and the Rating Agencies a draft letter letters of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher more from Moody's and BBB- or more from S&P and BBB- or more from ▇▇▇▇▇’▇ and BBB- or higher from S&P and BBB- or higher from Fitchh, then the Seller shall, shall within 20 10 London Business Days of it becoming aware of such a rating being assigned, assigned give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 7.6 The Seller undertakes to with the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection completion under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect protect, preserve and enforce the Seller’s 's or the Mortgages Trustee’s 's or Funding 1’s Funding's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours efforts to obtain as soon as reasonably possible: (i) the title number numbers to each Property in respect of which a Mortgage is registered at H.M. the Land Registry or the Land Register of Scotland and the recording dates of each Scottish Mortgage recorded at the General Register of Sasines to the extent that such title number or recording date does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) and shall in any event obtain the title number same prior to each Property in respect of which a Mortgage is registered the Interest Payment Date falling in the Land Register month during which the first anniversary of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement Closing Date (or, as the case may be, the relevant New Portfolio Notice)Assignment Date) falls; and (e) shall make and enforce claims under the Buildings Policies and the Halifax Abbey Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 7.7 The Seller hereby further undertakes to with the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule 5 allowing any of the Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s Variable Base Rate in the circumstances referred to in Clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security Trustee.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate change. 7.2 The Seller hereby undertakes to the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Assignment Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s 's successors or assigns or those deriving title from them); or (c) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or (d) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate, then, at Funding 1’s '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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 (but in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’▇ Moody's and BBB or higher from S&P and BBB or higher from Fitch▇▇▇▇ ▇itch, the Seller shall deliver to the Mortgages Trustee, Funding 1, the Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the assignment, sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’▇ Moody's and BBB- or higher from S&P and BBB- or higher from ▇▇▇▇ Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect preserve and enforce the Seller’s 's or the Mortgages Trustee’s 's or Funding 1’s 's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours efforts to obtain as soon as reasonably possible: (i) the title number numbers to each Property in respect of which a Mortgage is registered at H.M. Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to and shall in any event obtain each Property in respect of which a Mortgage is registered in the Land Register of Scotland to the extent that such title number does not appear prior to the Interest Payment Date falling in the Exhibit to this Agreement month during which the first anniversary of the Closing Date (or, as the case may be, the relevant New Portfolio Notice)Assignment Date) falls; and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule 5 allowing any of the Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s 's Variable Base Rate in the circumstances referred to in Clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting a higher Seller’s 's Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 or the Security Trustee.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s 's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 8 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s 's reasonable opinion, such waiver is reasonably necessary in order to effect effect: (a) an interest rate change; or (b) a change in the terms and conditions relating to a Loan in respect of which interest is calculated by reference to SVR, to a Tracker Loan. 7.2 The Seller hereby undertakes to with the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Assignment Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 If, as a result of a breach of Representation and Warranty 1.20 of Schedule 1, the Mortgages Trustee or Funding suffers any loss, cost, expense or liability (any such loss, cost, expense or liability referred to in this Clause as a Loss), then the Seller agrees to hold the Mortgages Trustee and Funding harmless against any such Loss and to indemnify the Mortgages Trustee and Funding on an after Tax basis in relation to any Loss which may arise in connection therewith. If the Seller fails to so indemnify the Mortgages Trustee and Funding within 30 London Business Days of demand being made therefor, then the amounts due may be deducted by way of set-off from income due to the Seller pursuant to Clause 10.2(c) of the Mortgages Trust Deed. 7.4 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to with the Security Trustee others that if and to the extent that any determination shall be made by any court court, tribunal, ombudsman or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any material term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the treatment of any Borrower in relation to the interest payable by that Borrower under any Loan is unfair; or (c) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) the Santander UK SVR (and not a rate set by the Seller’s its successors or assigns or those deriving title from them); or (cd) the any variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller Santander UK (rather than by its successors or assigns or those deriving title from them); or (de) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate; or (f) a Borrower should be or should have been offered the opportunity to switch to an interest rate other than that required by the Servicer or Mortgage Trustee for that Borrower as a result of the Seller having more than one variable mortgage rate; or (g) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or available to a Borrower under any Loan, then, at Funding 1’s direction (subject to the prior written consent of Funding's 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 all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 8.8 (but but, in the case of a determination in respect of (bc) above, only if if, at any time on or after such determination, HVR 1 or HVR 2 (as applicable) the Santander UK SVR shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 7.5 The Seller hereby undertakes to with the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher more from ▇▇▇▇▇’'▇ and BBB or higher more from S&P and if the Seller ceases to have a long term “Issuer Default Rating” of BBB or higher more from Fitch, then the Seller shall deliver to the Mortgages Trustee, Funding 1Funding, the Security Trustee and the Rating Agencies a draft letter letters of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher more from ▇▇▇▇▇’▇ Moody's and BBB- or higher more from S&P and if the Seller ceases to have a long term “Issuer Default Rating” of BBB- or higher more from Fitch, then the Seller shall, shall within 20 10 London Business Days of it becoming aware of such a rating being assigned, assigned give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 7.6 The Seller undertakes to with the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection completion under Clause 6, the Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s 's or the Mortgages Trustee’s 's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect protect, preserve and enforce the Seller’s 's or the Mortgages Trustee’s 's or Funding 1’s Funding's or the Security Trustee’s 's title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours efforts to obtain as soon as reasonably possible: (i) the title number numbers to each Property in respect of which a Mortgage is registered at H.M. the Land Registry or the Land Register of Scotland and the recording dates of each Scottish Mortgage recorded at the General Register of Sasines to the extent that such title number or recording date does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) and shall in any event obtain the title number same prior to each Property in respect of which a Mortgage is registered the Interest Payment Date falling in the Land Register month during which the first anniversary of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement Closing Date (or, as the case may be, the relevant New Portfolio Notice)Assignment Date) falls; and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Santander UK plc Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 7.7 The Seller hereby further undertakes to with the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and any Reward Cashbacks due to a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 7.8 The Seller shall grant security powers of attorney Mortgages Trustee undertakes, and each Beneficiary hereby directs and authorises the Mortgages Trustee so to undertake, to the Mortgages Trustee, Funding 1 Seller that it will not (and will direct the Security Trustee Servicer not to) exercise its rights under: (a) condition 13.6 of the Flexible Plus Mortgage Conditions 2003 (edition) to adjust the tracking differential in the form set out in Schedule 5 allowing relation to any of the Mortgages Trustee, Funding 1 and Flexible Plus Loans governed by the Security Trustee and their delegates from time to time Flexible Plus Mortgage Conditions 2003 (inter aliaedition); or (b) condition 13.6 of the Flexible Plus Mortgage Conditions 2006 (edition) to set adjust the Seller’s Variable Base Rate tracking differential in the circumstances referred relation to in Clause 4 any of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent Flexible Plus Loans governed by the Seller Flexible Plus Mortgage Conditions 2006 (or any of its attorneys from time to time) from setting a higher Seller’s Variable Base Rate than those set or to be set or required or to be required edition), unless an external legal opinion has been obtained by the Mortgages Trustee, Funding 1 Trustee (or the Security TrusteeServicer, as applicable) confirming that, having reviewed the relevant product literature and Mortgage Terms, the exercise of such right would not be unfair for the purposes of the Unfair Terms in Consumer Contracts Regulations 1994, the Unfair Terms in Consumer Contracts Regulations 1999 as amended or (as the case may be) the Consumer Rights Act 2015.

Undertakings. 7.1 8.1 The Mortgages Trustee and Funding 1 undertake LLP undertakes to the Seller that they it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their its powers and rights and perform their its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 17 (Seller’s Policy 's Policies) to this Agreement (for so long as it exists and thereafter subject to such changes made by the Society prior to transfer of legal title to the Loans in accordance with such policies as would be applied by Clause 7 (Perfection of the Sale) in accordance with the standard of a reasonable, prudent mortgage lender in the conduct of its businessReasonable Prudent Lender), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate change. 7.2 8.2 The Seller hereby undertakes to the Mortgages Trustee and Funding 1 LLP that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing First Transfer Date or, as the case may be, the relevant Sale Transfer Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 LLP harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 LLP on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 LLP in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the 8.3 The Seller and the Mortgages Trustee and Funding 1 undertakes LLP undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security or regulator that: (a) any term which relates is material to the recovery value of the Loan or any interest payable under the Standard Documentation applicable to that Loan and its Related Security is unfairit; or (b) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan is (subject to any applicable caps, discounts and fixed rates) may not be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s any successors or assigns of the Seller or those deriving title from them)it; or (c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the variable margin above the Bank part of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or (d) relating to the interest payable by or applicable to a Borrower under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rateLoan, then, at Funding 1’s direction (subject to the prior written consent receipt by the Security Trustee of a certificate signed by a Designated Member of the LLP stating that such a determination has been made under paragraph (a), (b) or (c) (which the Security TrusteeTrustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Mortgages Trustee LLP will serve upon the Seller a notice in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 8.5 9.7 (but in the case of a determination in respect of (b) above, only if at any time on or after such determination, HVR 1 or HVR 2 the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 7.4 8.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 LLP and the Security Trustee that: (a) that if the its long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a long term credit rating from Moody's of at least Baa2 or higher from ▇▇▇▇▇’▇ and BBB or higher from S&P and BBB or higher from FitchFitch of at least BBB-, the Seller shall (unless Moody's and/or, as the context may require, Fitch, as applicable, confirms that the current ratings of the Covered Bonds will not be adversely affected) will deliver to the Mortgages Trustee, Funding 1LLP, the Security Trustee (upon request) and the Rating Agencies details of the names and addresses of the Borrowers with Loans then in the Portfolio, which may be provided in the document stored upon electronic media (including, but not limited to, a CD- ROM) and a draft letter of notice to each of the such Borrowers of the sale and purchase effected by this Agreement; assignment of those Loans and the Related Security to the LLP (and (b) if , in the long term unsecuredcase of any Scottish Loan, unsubordinated and unguaranteed debt obligations the making of the Seller cease to be assigned a rating relevant Scottish Declaration of Baa3 or higher from ▇▇▇▇▇’▇ and BBB- or higher from S&P and BBB- or higher from FitchTrust) PROVIDED THAT, then should the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice be required as described in this Clause 8.4 to provide the details of the sale names and purchase effected by this Agreement addresses of Borrowers to the Security Trustee and the LLP, each Borrowerof the Security Trustee and the LLP hereby agrees to appoint an agent that is located in the United Kingdom and which maintains all appropriate registrations, notifications, licences and authorities (if any) required under the DPA to receive and maintain such information on its behalf and security measures satisfactory to the Seller (acting reasonably) for protecting personal data. 7.5 8.5 The Seller undertakes to the Mortgages Trustee, Funding 1 LLP and the Security Trustee that, pending perfection after the occurrence of any event under Clause 67 (Perfection of the Sale), the such Seller: (a) shall not do or omit to do any act or thing which might, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 LLP and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 LLP and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the that Seller’s 's or the Mortgages Trustee’s LLP's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this AgreementAgreement unless such breach is rectified or such Loan is repurchased by the Seller; (c) shall, if reasonably required so to do by the Mortgages Trustee LLP or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect protect, preserve and enforce the that Seller’s 's or the Mortgages Trustee’s or Funding 1’s LLP's or the Security Trustee’s 's title to or interest in any Loan or its Related SecuritySecurity PROVIDED THAT the Seller is reimbursed by the LLP, in the case of the LLP subject to and in accordance with the relevant Priority of Payments under and in accordance with the Transaction Documents, for the reasonable legal expenses and costs of such proceedings; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) that information which accurately and definitively identifies the relevant Mortgages (which may, for the avoidance of doubt, include the relevant title number folio) to each Property in respect of which a Mortgage is registered at H.M. the Land Registry, Land Registry of Northern Ireland and/or Land Register of Scotland and the recording date and county of each Scottish Mortgage which is recorded in the General Register of Sasines to the extent that such title number data does not appear in the Exhibit to this Agreement Initial Portfolio (or, as the case may be, the relevant New Portfolio NoticeNotice or the relevant annexure to a Scottish Declaration of Trust); and (ii) , provided that following the occurrence of an LLP Event of Default or a Potential LLP Event of Default, the Seller shall use all reasonable endeavours to obtain as soon as reasonably possible in respect of the Mortgages over Properties located in England and Wales and Northern Ireland the title number numbers folio to each Property in respect of which a Mortgage is registered at the Land Registry or, in respect of Mortgages over Properties located in Scotland, the Land Register of Scotland title numbers to each Property in respect of which a Mortgage is registered at the Land Register of Scotland and the recording county and recording date of each Mortgage over Properties located in Scotland recorded at the General Register of Sasines in each case to the extent that such title number does or other such information has not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice)yet been provided; and (eii) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies relating to the Properties of which it is a loss payee or of which it has the benefit and hold the proceeds of such claims on trust for the Mortgages Trustee LLP or as the Mortgages Trustee LLP may direct. 7.6 8.6 The Seller hereby further undertakes to the Mortgages Trustee LLP that, if applicable, in consideration of the Seller being treated as having made a Capital Contribution in Kind in an amount equal to the relevant Additional Loan Advance made by the Seller to the extent that it has not been paid a cash payment pursuant to Clause 5 (Sale and Funding 1 that Purchase of Additional Loan Advances), it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any relevant request for any Further an Additional Loan Advance made by a Borrower or for any Product Switches and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 LLP will not be required to advance moneys monies to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible an Additional Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 8.7 The Seller undertakes to the LLP and the Security Trustee that it shall grant security powers of attorney to the Mortgages Trustee, Funding 1 LLP and the Security Trustee or any Receiver in the form set out in Schedule 5 9 (Seller Power of Attorney) allowing any of the Mortgages TrusteeLLP, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s Standard Variable Base Rate and other discretionary rates and margins applicable to Loans (subject to the applicable Mortgage Conditions and Clause8.3) in the circumstances referred to in Clause 4 (Standard Variable Rate and Other Discretionary Rates and Margins) of the relevant Servicing Agreement and/or following perfection pursuant to Clause 6.1 Deed PROVIDED THAT nothing in this Clause 7.7 8.7 shall prevent the Seller (or any of its attorneys from time to time) from setting the interest rate applicable to a relevant Loan higher Seller’s Variable Base Rate than those set or to be set or required or to be required by the Mortgages Trustee, Funding 1 LLP or the Security TrusteeTrustee or any delegate thereof. 8.8 The Seller undertakes to the LLP and the Security Trustee that it will comply with any and all orders of the FCA and any court of competent jurisdiction made pursuant to Regulation 33 of the RCB Regulations to sell Loans and their Related Security to the LLP in accordance with the RCB Regulations. 8.9 Unless either the Security Trustee or the LLP needs (following an Issuer Event of Default) to ensure that breach of the Yield Shortfall Test does not occur (i) neither the Security Trustee nor the LLP shall set the Standard Variable Rate and other discretionary mortgage rates and margins for Loans which are in the Portfolio (disregarding any discounts or additions to it) at rates higher than the then equivalent rates for loans originated by the Seller which are not in the Portfolio and (ii) the Security Trustee shall be entitled to assume, unless it has actual knowledge or express notice to the contrary, that the Yield Shortfall Test has not been breached nor will be breached.

Undertakings. 7.1 ‌ 11.1 The Mortgages Trustee and Funding 1 undertake to undertakings in this clause 11 remain in force from the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s Policy (date of this Agreement for so long as it exists any amount is outstanding under this Agreement or the Facility is available for borrowing, and thereafter save as the Lender might otherwise give its prior written consent. 11.2 The Borrower shall carry on and conduct its business in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in proper and efficient manner and will not make any substantial change to the conduct general nature or scope of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate change. 7.2 The Seller hereby undertakes to the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, business as the case may be, the relevant Sale Date, paid to the Seller any amounts in excess of sums due to the Seller as carried on at the date of payment this Agreement other than as a result of a transaction necessary to enable the Borrower to raise such amounts as are required to repay the Loan and/or any other sums payable under this Agreement. 11.3 The Borrower shall comply in all material respects with all applicable laws. 11.4 The Borrower promptly shall obtain, comply with and do all that is necessary to maintain in full force and effect any authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration required under any law or regulation of any relevant jurisdiction to: 11.4.1 enable it to perform its obligations under the Mortgage Conditions applicable Finance Documents; and 11.4.2 ensure the legality, validity, enforceability or admissibility in evidence of the Finance Documents. 11.5 The Borrower shall immediately notify the Lender in writing of any material changes to that Loanits financial position compared to the projections provided to the Lender prior to the date of this Agreement. 11.6 The Borrower shall notify the Lender of any Event of Default or any event or circumstance specified in clause 12 (Default) which would (with the expiry of a grace period, the Seller will reimburse giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence. 11.7.1 The Borrower for such overpayment together shall take all necessary action to safeguard and maintain its rights in, or relating to, the Intellectual Property including (without limitation) by observing all material covenants and stipulations relating to those rights, and by paying all applicable renewal fees, licence fees and other outgoings. 11.7.2 The Borrower shall not permit any Intellectual Property to be disposed of, sold, abandoned, cancelled or to lapse without the prior written consent of the Lender. 11.8 The Borrower shall not incur or allow to remain outstanding any Financial Indebtedness other than Permitted Financial Indebtedness. 11.9 The Borrower shall not at any time, except with the prior written consent of the Lender: 11.9.1 create, purport to create or permit to subsist any interestSecurity on, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to, any Secured Asset other than the Debenture, the ▇▇▇▇▇▇ Debenture, the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and any other Security to which the Lender has given its prior written consent; 11.9.2 sell, assign, transfer, part with possession of, or otherwise dispose of in any costsmanner (or purport to do so), expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority all or any ombudsman in respect of part of, or any Loan and its Related Security thatinterest in, the Secured Assets except: (a) any term which relates in the ordinary course of business, Secured Assets that are only subject to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfairan uncrystallised floating charge; or (b) as part of a transaction necessary to enable the interest Borrower to raise such amounts as are required to repay the Loan and/or any other sums payable under this Agreement. 11.9.3 create or grant (or purport to create or grant) any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not interest in the Secured Assets in favour of a rate set by the Seller’s successors or assigns or those deriving title from them); or (c) the variable margin above the Bank of England repo rate under any Tracker Rate Loan must be set by the Seller (rather than by its successors or assigns or those deriving title from them); or (d) the interest payable under any Loan is to be set by reference to an interest rate other than that set or purported to be set by either the Servicer or the Mortgages Trustee as a result of the Seller having more than one variable mortgage rate, then, at Funding 1’s direction third party (subject to the prior written consent of the Security Trusteeclause 11.9.1). 11.10 The Borrower shall not declare, the Mortgages Trustee will serve upon the Seller a notice make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in the form of the Loan Repurchase Notice requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security cash or in accordance with Clause 8.5 (but in the case of a determination kind) on or in respect of its share capital (b) above, only if at or any time on or after such determination, HVR 1 or HVR 2 (as applicable) shall be below or shall fall below the standard variable rate class of interest set by such successors or assigns or those deriving title from themits share capital). 7.4 11.11 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that: (a) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa2 or higher from ▇▇▇▇▇’▇ and BBB or higher from S&P and BBB or higher from Fitch, the Seller shall deliver to the Mortgages Trustee, Funding 1, the Security Trustee and the Rating Agencies a draft letter of notice to each of the Borrowers of the sale and purchase effected by this Agreement; and (b) if the long term unsecured, unsubordinated and unguaranteed debt obligations of the Seller cease to be assigned a rating of Baa3 or higher from ▇▇▇▇▇’▇ and BBB- or higher from S&P and BBB- or higher from Fitch, then the Seller shall, within 20 London Business Days of it becoming aware of such a rating being assigned, give notice of the sale and purchase effected by this Agreement to each Borrower. 7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the Security Trustee that, pending perfection under Clause 6, the Seller: (a) Borrower shall not do or omit agree to do any act or thing which mightincrease the emoluments, in the reasonable opinion of the Security Trustee, prejudice the interests of the Mortgages Trustee, Funding 1 commissions and/or the Security Trustee in the Portfolio; (b) shall promptly notify the Mortgages Trustee, Funding 1 and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way the Seller’s or the Mortgages Trustee’s title bonuses payable to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Representations and Warranties or other obligations under this Agreement; (c) shall, if reasonably required so to do by the Mortgages Trustee or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect preserve and enforce the Seller’s or the Mortgages Trustee’s or Funding 1’s or the Security Trustee’s title to or interest in any Loan or its Related Security; (d) shall use all reasonable endeavours to obtain as soon as reasonably possible: (i) the title number to each Property in respect of which a Mortgage is registered at H.M. Land Registry to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (ii) the title number to each Property in respect of which a Mortgage is registered in the Land Register of Scotland to the extent that such title number does not appear in the Exhibit to this Agreement (or, as the case may be, the relevant New Portfolio Notice); and (e) shall make and enforce claims under the Buildings Policies and the Halifax Insurance Policies and hold the proceeds of such claims on trust for the Mortgages Trustee or as the Mortgages Trustee may direct. 7.6 The Seller hereby further undertakes to the Mortgages Trustee and Funding 1 that it is and at all times shall remain solely responsible for funding any Delayed Cashbacks and any Home Cash Reserve Drawings and Flexible Loan Drawings (if any) made by a Borrower and for funding any request for any Further Advance made by a Borrower and, for the avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be required to advance moneys to the Seller or to a Borrower in order to fund such a Delayed Cashback, Home Cash Reserve Drawing, Flexible Loan Drawing (if any), or Further Advance in any circumstances whatsoever. 7.7 The Seller shall grant security powers of attorney to the Mortgages Trustee, Funding 1 and the Security Trustee in the form set out in Schedule 5 allowing any of the Mortgages Trustee, Funding 1 and the Security Trustee and their delegates from time to time (inter alia) to set the Seller’s Variable Base Rate in the circumstances referred to in Clause 4 of the Servicing Agreement and/or following perfection pursuant to Clause 6.1 PROVIDED THAT nothing in this Clause 7.7 shall prevent the Seller (or any of its attorneys from time to time) from setting directors more than once in any period of twelve months and in each case by a higher Seller’s Variable Base Rate than those set or to be set or required or to be required percentage in excess of the most recent calculation of the Retail Prices Index by the Mortgages Trustee, Funding 1 or the Security TrusteeOffice of National Statistics.