Common use of Title Deeds Clause in Contracts

Title Deeds. 17.1 Whilst the Loans remain outstanding: (a) the Servicer shall keep the Customer Files (where relevant) and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio in safe custody and shall not without the prior written consent of the Mortgages Trustee and the Beneficiaries part with possession, custody or control of them otherwise than to a sub-contractor or delegate appointed pursuant to Clause 3.2 or to a solicitor, licensed conveyancer, qualified conveyancer or authorised practitioner, subject to the usual undertaking to hold them to the order of the Seller (who in turn will hold them to the order of the Mortgages Trustee (as trustee of the Beneficiaries)) or to the Land Registry or the Registers of Scotland; (b) the Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio shall be kept in such manner so that each customer file and title deed is capable of identification and retrieval, a computer record is maintained of their location and they are identifiable and retrievable by reference to an account number and pool identifier and are identifiable and distinguishable from the title deeds relating to other properties and mortgages in respect of which the Servicer is mortgagee or servicer. In the event of receipt by the Servicer of notice that the short-term, unsecured, unsubordinated and unguaranteed debt of the Servicer is rated lower than A-2 by Standard & Poor's, or the counterparty risk assessment assigned to the Servicer by ▇▇▇▇▇'▇ is less than P-2(cr) or the Servicer's short- term "Issuer Default Rating" is lower than F-2 by Fitch, the Servicer shall use reasonable endeavours to ensure that the Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio are identified as distinct from the title deeds of other properties and mortgages which do not form part of the Portfolio; (c) the Servicer shall provide access or procure that access is provided to the Title Deeds (other than Title Deeds in relation to Loans which are Dematerialised Loans) and other records relating to the administration of the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio to the Mortgages Trustee, the Beneficiaries (and their auditors) and (if requested) the Funding Security Trustees and any other person nominated by any of them at all reasonable times and upon reasonable notice. The Servicer acknowledges that the Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio in its possession, custody or control will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries) and that it has, in its capacity as Servicer, no beneficial interest therein and the Servicer irrevocably waives any rights or any Security Interest which it might have therein or to which it might at any time be entitled; (d) the Servicer shall, forthwith on the termination of the appointment pursuant to Clause 21, deliver Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio to or to the order of the Mortgages Trustee (as trustee of the Beneficiaries) or to such person as the Beneficiaries and the Funding Security Trustees select as a substitute servicer in accordance with the terms of this Agreement upon written request by the Beneficiaries and the Funding Security Trustees made at any time on or after notice of, or on or after, termination of the appointment of the Servicer pursuant to Clause 21; and (e) the Seller undertakes that it will use reasonable endeavours to obtain as soon as reasonably practicable the title number to each Property in respect of which a Mortgage is registered at the Land Registry or the Land Register of Scotland to the extent that such title number does not appear in Exhibit 1 to the Mortgage Sale Agreement (or, as the case may be, the relevant New Portfolio Notice).

Title Deeds. 17.1 Whilst the Save in relation to Loans remain outstanding: (a) which are Dematerialised Loans, the Servicer shall keep the Customer Files (where relevant) and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio in safe custody and shall not without the prior written consent of the Mortgages Trustee LLP and the Beneficiaries Security Trustee part with possession, custody or control of them otherwise than to a sub-contractor or delegate appointed pursuant to Clause 3.2 or to a solicitor, licensed conveyancer, qualified conveyancer or authorised practitioner, subject to the usual undertaking to hold them to the order of the Seller (who in turn will hold them to the order of the Mortgages Trustee (as trustee of the Beneficiaries)Security Trustee) or to the Land Registry or Registry, the Registers of Scotland;, the Land Registry of Northern Ireland or the Registry of Deeds or, upon redemption of the relevant Loan, to the order of the Borrower. (b) the Customer Files and, save 17.2 Save in relation to Loans which are Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio shall be kept in such a manner so that each customer file and title deed is capable of identification and retrieval, a computer record is maintained of their location and they are identifiable and retrievable by reference to an account number and pool identifier and are identifiable and distinguishable from the title deeds relating to other properties and mortgages and standard securities in respect of which the Servicer is mortgagee or chargee (or, in Scotland, heritable creditor) or servicer. In the event of receipt by the Servicer of notice that the short-term, unsecured, unsubordinated and unguaranteed debt ratings of the Servicer is rated lower are less than A-2 A-1+ by Standard & Poor's, or the counterparty risk assessment assigned to the Servicer S&P and P-1 by ▇▇▇▇▇'▇ is less than P-2(cr) or the Servicer's short- term "Issuer Default Rating" is lower than F-2 and F1 by Fitch, the Servicer shall use reasonable endeavours to ensure that the Customer Files andTitle Deeds, save in relation to Loans which are Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio and the Customer Files are identified as distinct located separately from the title deeds and customer files of other properties and mortgages which do not form part of the Portfolio;. (c) the 17.3 The Servicer shall provide access or procure that access is provided to the Title Deeds (other than Title Deeds in relation to respect of Loans which are Dematerialised Loans) and other records relating to the administration of the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio to the Mortgages TrusteeLLP, the Beneficiaries (Security Trustee and their auditors) and (if requested) the Funding Security Trustees and any other person nominated by any of them respective agents at all reasonable times and upon reasonable notice. The Servicer acknowledges that the Customer Files and, save in relation to Loans which are Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio in its possession, custody or control will be held to the order of the Mortgages Security Trustee (as trustee for the Beneficiaries) and that it has, in its capacity as Servicer, no beneficial interest therein and the Servicer irrevocably waives any rights or any Security Interest which it might have therein or to which it might at any time be entitled;. (d) the 17.4 The Servicer shall, forthwith on the termination of the appointment of the Servicer pursuant to Clause 2121 of this Agreement, deliver the Customer Files and, save in relation to Loans which are Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio to or to the order of the Mortgages Security Trustee (as trustee of the Beneficiaries) or to such person as the Beneficiaries and the Funding Security Trustees select LLP elects as a substitute servicer New Servicer in accordance with the terms of this Agreement upon written request by the Beneficiaries and LLP or the Funding Security Trustees Trustee made at any time on or after notice of, or on or after, termination of the appointment of the Servicer pursuant to Clause 21; and21 of this Agreement. (e) the Seller 17.5 The Servicer undertakes that it will use all reasonable endeavours to obtain obtain, as soon as reasonably practicable and, in any event, in the case of the Mortgages in the Initial Portfolio, on or prior to the Calculation Date falling in June 2006, and in the case of Mortgages which relate to New Loans, on or prior to the first Calculation Date falling after the first anniversary of the date on which the New Loans are purchased from the Seller, title number numbers to each Property in respect of which a Mortgage is registered at 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. The Servicer shall include in the quarterly report to be provided to the extent that LLP, the Security Trustee and the Rating Agencies in accordance with Clause 12.4(a)(ii) above in relation to the Calculation Date falling in June 2006, details of such title number does not appear in Exhibit 1 numbers, recording dates, folio numbers and registration details relating to the Mortgage Sale Agreement (or, Initial Portfolio as are then known to the Servicer at the time of such report together with such other information relating thereto as the case Security Trustee may be, the relevant New Portfolio Notice)reasonably request.

Title Deeds. 17.1 Whilst the Loans remain outstanding: (a) the Servicer shall keep the Customer Files (where relevant) and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio in safe custody and shall not without the prior written consent of the Mortgages Trustee and the Beneficiaries part with possession, custody or control of them otherwise than to a sub-contractor or delegate appointed pursuant to Clause 3.2 (Sub-Contracts) or to a solicitor, licensed conveyancer, qualified conveyancer or authorised practitioner, subject to the usual undertaking to hold them to the order of the Seller (who in turn will hold them to the order of the Mortgages Trustee (as trustee of for the Beneficiaries)) or to the Land Registry or the Registers of ScotlandScotland or the Register of Northern Ireland; (b) the Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio shall be kept in such manner so that each customer file Customer File and title deed Title Deed is capable of identification and retrieval, a computer record is maintained of their location and they are identifiable and retrievable by reference to an account number and pool identifier and are identifiable and distinguishable from the title deeds relating to other properties and mortgages in respect of which the Servicer is mortgagee or servicer. In the event of receipt by the Servicer of notice that the short-term, unsecured, unsubordinated and unguaranteed debt of the Servicer is rated lower than A-2 P-2 by Standard & Poor's, or the counterparty risk assessment assigned to the Servicer by ▇▇▇▇▇'▇ is less than P-2(cr) or Moody's and the Servicer's short- short term "Issuer Default Rating" is lower than F-2 F2 by Fitch, the Servicer shall use reasonable endeavours to ensure that the Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio are identified as distinct from the title deeds of other properties and mortgages which do not form part of the Portfolio; (c) the Servicer shall provide access or procure that access is provided to the Title Deeds (other than Title Deeds in relation to Loans which are Dematerialised Loans) and other records relating to the administration of the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio to the Mortgages Trustee, the Beneficiaries (and their auditors) and (if requested) the Funding Security Trustees and any other person nominated by any of them at all reasonable times and upon reasonable notice. The Servicer acknowledges that the Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio in its possession, custody or control will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries) and that it has, in its capacity as Servicer, no beneficial interest therein and the Servicer irrevocably waives any rights or any Security Interest which it might have therein or to which it might at any time be entitled; (d) the Servicer shall, forthwith on the termination of the appointment pursuant to Clause 2121 (Termination), deliver Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio to or to the order of the Mortgages Trustee (as trustee of for the Beneficiaries) or to such person as the Beneficiaries and the Funding Security Trustees select as a substitute servicer in accordance with the terms of this Agreement upon written request by the Beneficiaries and the Funding Security Trustees made at any time on or after notice of, or on or after, termination of the appointment of the Servicer pursuant to Clause 2121 (Termination); and (e) the Seller undertakes that it will use reasonable endeavours to obtain as soon as reasonably practicable the title number to each Property in respect of which a Mortgage is registered at the Land Registry or the Land Register of Scotland or the Land Register of Northern Ireland to the extent that such title number does not appear in Exhibit 1 to the Mortgage Sale Agreement (or, as the case may be, the relevant New Portfolio Notice).

Title Deeds. 17.1 Whilst the Loans remain outstanding: (a) the Servicer shall keep the Customer Files (where relevant) and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio in safe custody and shall not without the prior written consent of the Mortgages Trustee and the Beneficiaries part with possession, custody or control of them otherwise than to a sub-contractor or delegate appointed pursuant to Clause 3.2 or to a solicitor, licensed conveyancer, qualified conveyancer or authorised practitioner, subject to the usual undertaking to hold them to the order of the Seller (who in turn will hold them to the order of the Mortgages Trustee (as trustee of the Beneficiaries)) or to the Land Registry or the Registers of Scotland; (b) the Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio shall be kept in such manner so that each customer file and title deed is capable of identification and retrieval, a computer record is maintained of their location and they are identifiable and retrievable by reference to an account number and pool identifier and are identifiable and distinguishable from the title deeds relating to other properties and mortgages in respect of which the Servicer is mortgagee or servicer. In the event of receipt by the Servicer of notice that the short-term, unsecured, unsubordinated and unguaranteed debt of the Servicer is rated lower than A-2 by Standard & Poor's, or the counterparty risk assessment assigned to the Servicer by ▇▇▇▇▇'▇ is less than P-2(cr) or the Servicer's short- term "Issuer Default Rating" is lower than F-2 by Fitch, the Servicer shall use reasonable endeavours to ensure that the Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio are identified as distinct from the title deeds of other properties and mortgages which do not form part of the Portfolio; (c) the Servicer shall provide access or procure that access is provided to the Title Deeds (other than Title Deeds in relation to Loans which are Dematerialised Loans) and other records relating to the administration of the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio to the Mortgages Trustee, the Beneficiaries (and their auditors) and (if requested) the Funding Security Trustees and any other person nominated by any of them at all reasonable times and upon reasonable notice. The Servicer acknowledges that the Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio in its possession, custody or control will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries) and that it has, in its capacity as Servicer, no beneficial interest therein and the Servicer irrevocably waives any rights or any Security Interest which it might have therein or to which it might at any time be entitled; (d) the Servicer shall, forthwith on the termination of the appointment pursuant to Clause 21, deliver Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio to or to the order of the Mortgages Trustee (as trustee of the Beneficiaries) or to such person as the Beneficiaries and the Funding Security Trustees select as a substitute servicer in accordance with the terms of this Agreement upon written request by the Beneficiaries and the Funding Security Trustees made at any time on or after notice of, or on or after, termination of the appointment of the Servicer pursuant to Clause 21; and (e) the Seller undertakes that it will use reasonable endeavours to obtain as soon as reasonably practicable the title number to each Property in respect of which a Mortgage is registered at the Land Registry or the Land Register of Scotland to the extent that such title number does not appear in Exhibit 1 to the Mortgage Sale Agreement (or, as the case may be, the relevant New Portfolio Notice).

Title Deeds. 17.1 Whilst the Loans remain outstanding: (a) the The Servicer shall keep the Customer Files Title Deeds (where relevant) and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio in safe custody and shall not without the prior written consent of the Mortgages Trustee and the Beneficiaries part with possession, custody or control of them otherwise than to a sub-contractor or delegate appointed pursuant to Clause 3.2 or to a solicitor, licensed conveyancer, qualified conveyancer or authorised practitioner, subject to the usual undertaking to hold them to the order of the Seller (who in turn will hold them to the order of the Mortgages Trustee (as trustee of for the Beneficiaries)) or to the H.M. Land Registry or or, upon redemption of the Registers relevant Loan, to the order of Scotland;the Borrower. (b) the Customer Files and, save in relation to Dematerialised Loans, the 17.2 The Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio shall be kept in such manner so that each customer file and title deed is capable of identification and retrieval, a computer record is maintained of their location and they are identifiable and retrievable by reference to an account number and pool identifier and are identifiable and distinguishable from the title deeds relating to other properties and mortgages in respect of which the Servicer is mortgagee or servicer. In the event of receipt by the Servicer of notice that the short-term, unsecured, unsubordinated and unguaranteed debt of the Servicer is rated lower less than A-2 A-1 by Standard & Poor's, or the counterparty risk assessment assigned to the Servicer S&P and P-1 by ▇▇▇▇▇'▇ is less than P-2(cr) or and that the Servicer's short- ’s short term "“Issuer Default Rating" ” is lower than F-2 F1 by Fitch, the Servicer shall use reasonable endeavours to ensure that the Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to (and the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio Customer Files) are identified as distinct located separately from the title deeds and customer files of other properties and mortgages which do not form part of the Portfolio; (c) the Servicer shall provide access or procure that access is provided to the Title Deeds (other than Title Deeds in relation to Loans which are Dematerialised Loans) and other records relating to the administration of the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio to the Mortgages Trustee, the Beneficiaries (and their auditors) and (if requested) the Funding Security Trustees and any other person nominated by any of them at all reasonable times and upon reasonable notice. The Servicer acknowledges that the Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio in its possession, custody or control will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries) and that it has, in its capacity as Servicer, no beneficial interest therein and the Servicer irrevocably waives any rights or any Security Interest which it might have therein or to which it might at any time be entitled; (d) the Servicer shall, forthwith on the termination of the appointment pursuant to Clause 21, deliver Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio to or to the order of the Mortgages Trustee (as trustee of the Beneficiaries) or to such person as the Beneficiaries and the Funding Security Trustees select as a substitute servicer in accordance with the terms of this Agreement upon written request by the Beneficiaries and the Funding Security Trustees made at any time on or after notice of, or on or after, termination of the appointment of the Servicer pursuant to Clause 21; and (e) the Seller undertakes that it will use reasonable endeavours to obtain as soon as reasonably practicable the title number to each Property in respect of which a Mortgage is registered at the Land Registry or the Land Register of Scotland to the extent that such title number does not appear in Exhibit 1 to the Mortgage Sale Agreement (or, as the case may be, the relevant New Portfolio Notice).

Title Deeds. 17.1 Whilst the Loans remain outstanding: (a) the The Servicer shall keep the Customer Files (where relevant) and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio in safe custody and shall not without the prior written consent of the Mortgages Trustee and the Beneficiaries part with possession, custody or control of them otherwise than to a sub-contractor or delegate appointed pursuant to Clause 3.2 or to a solicitor, licensed conveyancer, qualified conveyancer or authorised practitioner, subject to the usual undertaking to hold them to the order of the Seller (who in turn will hold them to the order of the Mortgages Trustee (as trustee of for the Beneficiaries)) or to the H.M. Land Registry or or, upon redemption of the Registers relevant Loan, to the order of Scotland;the Borrower. (b) the Customer Files and, save in relation to Dematerialised Loans, the 17.2 The Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio shall be kept in such manner so that each customer file and title deed is capable of identification and retrieval, a computer record is maintained of their location and they are identifiable and retrievable by reference to an account number and pool identifier and are identifiable and distinguishable from the title deeds relating to other properties and mortgages in respect of which the Servicer is mortgagee or servicer. In the event of receipt by the Servicer of notice that the short-term, unsecured, unsubordinated and unguaranteed debt of the Servicer is rated lower less than A-2 A-1 by Standard & Poor's, or the counterparty risk assessment assigned to the Servicer S&P and P-1 by ▇▇▇▇▇'’▇ is less than P-2(cr) or the Servicer's short- term "Issuer Default Rating" is lower than F-2 and F-1 by Fitch, the Servicer shall use reasonable endeavours to ensure that the Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to (and the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio Customer Files) are identified as distinct located separately from the title deeds and customer files of other properties and mortgages which do not form part of the Portfolio;. (c) the 17.3 The Servicer shall provide access or procure that access is provided to the Title Deeds (other than Title Deeds in relation to Loans which are Dematerialised Loans) and other records relating to the administration of the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio to the Mortgages Trustee, the Beneficiaries (and their auditors) and (if requested) the Funding Security Trustees and any other person nominated by any of them respective agents at all reasonable times and upon reasonable notice. The Servicer acknowledges that the Title Deeds and Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio in its possession, custody or control will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries) and that it has, in its capacity as Servicer, no beneficial interest therein and the Servicer (in its capacity as such but not in its capacity as a Beneficiary) irrevocably waives any rights or any Security Interest which it might have therein or to which it might at any time be entitled;. (d) the 17.4 The Servicer shall, forthwith on the termination of the appointment of the Servicer pursuant to Clause 21, deliver Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio Customer Files to or to the order of the Mortgages Trustee (as trustee of the Beneficiaries) or to such person as the Beneficiaries and the Funding Security Trustees select Mortgages Trustee elects as a substitute servicer in accordance with the terms of this Agreement upon written request by the Beneficiaries and the Funding Security Trustees Mortgages Trustee made at any time on or after notice of, or on or after, termination of the appointment of the Servicer pursuant to Clause 21; and. (e) the Seller 17.5 The Servicer undertakes that it will use all reasonable endeavours efforts to obtain obtain, as soon as reasonably practicable and, in any event, in the case of the Mortgages in the Initial Portfolio, on or prior to the Distribution Date falling in July 2001, and in the case of Mortgages which relate to New Loans, on or prior to the first Distribution Date falling after the first anniversary of the date on which the New Loans are purchased from the Seller, details of the title number numbers applicable to each Property Properties comprising registered land or land which is the subject of an application for first registration. The Servicer shall include in respect the quarterly report to be delivered in relation to the Distribution Date falling in July 2001 details of which a Mortgage is registered such title numbers relating to the Initial Portfolio as are then known to the Servicer at the Land Registry or the Land Register time of Scotland to the extent that such title number does not appear in Exhibit 1 to the Mortgage Sale Agreement (or, report together with such other information relating thereto as the case Mortgages Trustee may be, the relevant New Portfolio Notice)reasonably request.

Title Deeds. 17.1 Whilst the Loans remain outstanding: (a) the The Servicer shall keep the Customer Files (where relevant) and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio in safe custody and shall not without the prior written consent of the Mortgages Trustee and the Beneficiaries part with possession, custody or control of them otherwise than to a sub-contractor or delegate appointed pursuant to Clause 3.2 or to a solicitor, licensed conveyancer, qualified conveyancer or authorised practitioner, subject to the usual undertaking to hold them to the order of the Seller (who in turn will hold them to the order of the Mortgages Trustee (as trustee of for the Beneficiaries)) or to the H.M. Land Registry or or, upon redemption of the Registers relevant Loan, to the order of Scotland;the Borrower. (b) the Customer Files and, save in relation to Dematerialised Loans, the 17.2 The Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio shall be kept in such manner so that each customer file and title deed is capable of identification and retrieval, a computer record is maintained of their location and they are identifiable and retrievable by reference to an account number and pool identifier and are identifiable and distinguishable from the title deeds relating to other properties and mortgages in respect of which the Servicer is mortgagee or servicer. In the event of receipt by the Servicer of notice that the short-term, unsecured, unsubordinated and unguaranteed debt of the Servicer is rated lower less than A-2 A-1 by Standard & Poor's, or the counterparty risk assessment assigned to the Servicer S&P and P-1 by ▇▇▇▇▇'▇ is less than P-2(cr) or and that the Servicer's short- ’s short term "“Issuer Default Rating" ” is lower than F-2 F1 by Fitch, the Servicer shall use reasonable endeavours to ensure that the Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to (and the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio Customer Files) are identified as distinct located separately from the title deeds and customer files of other properties and mortgages which do not form part of the Portfolio; (c) the Servicer shall provide access or procure that access is provided to the Title Deeds (other than Title Deeds in relation to Loans which are Dematerialised Loans) and other records relating to the administration of the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio to the Mortgages Trustee, the Beneficiaries (and their auditors) and (if requested) the Funding Security Trustees and any other person nominated by any of them at all reasonable times and upon reasonable notice. The Servicer acknowledges that the Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio in its possession, custody or control will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries) and that it has, in its capacity as Servicer, no beneficial interest therein and the Servicer irrevocably waives any rights or any Security Interest which it might have therein or to which it might at any time be entitled; (d) the Servicer shall, forthwith on the termination of the appointment pursuant to Clause 21, deliver Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio to or to the order of the Mortgages Trustee (as trustee of the Beneficiaries) or to such person as the Beneficiaries and the Funding Security Trustees select as a substitute servicer in accordance with the terms of this Agreement upon written request by the Beneficiaries and the Funding Security Trustees made at any time on or after notice of, or on or after, termination of the appointment of the Servicer pursuant to Clause 21; and (e) the Seller undertakes that it will use reasonable endeavours to obtain as soon as reasonably practicable the title number to each Property in respect of which a Mortgage is registered at the Land Registry or the Land Register of Scotland to the extent that such title number does not appear in Exhibit 1 to the Mortgage Sale Agreement (or, as the case may be, the relevant New Portfolio Notice).

Title Deeds. 17.1 Whilst the Loans remain outstanding: (a) the Servicer shall keep the Customer Files (where relevant) and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio in safe custody and shall not without the prior written consent of the Mortgages Trustee and the Beneficiaries part with possession, custody or control of them otherwise than to a sub-contractor or delegate appointed pursuant to Clause 3.2 (Sub-Contracts) or to a solicitor, licensed conveyancer, qualified conveyancer or authorised practitioner, subject to the usual undertaking to hold them to the order of the Seller (who in turn will hold them to the order of the Mortgages Trustee (as trustee of for the Beneficiaries)) or to the Land Registry or the Registers of ScotlandScotland or the Register of Northern Ireland; (b) the Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio shall be kept in such manner so that each customer file Customer File and title deed Title Deed is capable of identification and retrieval, a computer record is maintained of their location and they are identifiable and retrievable by reference to an account number and pool identifier and are identifiable and distinguishable from the title deeds relating to other properties and mortgages in respect of which the Servicer is mortgagee or servicer. In the event of receipt by the Servicer of notice that the short-term, unsecured, unsubordinated and unguaranteed debt of the Servicer is rated lower than A-2 by Standard & Poor's, or the counterparty risk assessment rating assigned to the Servicer by ▇▇▇▇▇'’▇ is less than P-2(cr) P-2 or the Servicer's short- short-term "Issuer Default Rating" issuer default rating assigned to the Servicer by Fitch is lower less than F-2 by FitchF2, the Servicer shall use reasonable endeavours to ensure that the Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio are identified as distinct from the title deeds of other properties and mortgages which do not form part of the Portfolio; (c) the Servicer shall provide access or procure that access is provided to the Title Deeds (other than Title Deeds in relation to Loans which are Dematerialised Loans) and other records relating to the administration of the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio to the Mortgages Trustee, the Beneficiaries (and their auditors) and (if requested) the Funding Security Trustees and any other person nominated by any of them at all reasonable times and upon reasonable notice. The Servicer acknowledges that the Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio in its possession, custody or control will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries) and that it has, in its capacity as Servicer, no beneficial interest therein and the Servicer irrevocably waives any rights or any Security Interest which it might have therein or to which it might at any time be entitled; (d) the Servicer shall, forthwith on the termination of the appointment pursuant to Clause 2121 (Termination), deliver Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio to or to the order of the Mortgages Trustee (as trustee of for the Beneficiaries) or to such person as the Beneficiaries and the Funding Security Trustees select as a substitute servicer in accordance with the terms of this Agreement upon written request by the Beneficiaries and the Funding Security Trustees made at any time on or after notice of, or on or after, termination of the appointment of the Servicer pursuant to Clause 2121 (Termination); and (e) the Seller undertakes that it will use reasonable endeavours to obtain as soon as reasonably practicable the title number to each Property in respect of which a Mortgage is registered at the Land Registry or the Land Register of Scotland or the Land Register of Northern Ireland to the extent that such title number does not appear in Exhibit 1 to the Mortgage Sale Agreement (or, as the case may be, the relevant New Portfolio Notice).

Title Deeds. 17.1 Whilst the Loans remain outstanding: (a) the The Servicer shall keep the Customer Files Title Deeds (where relevant) and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio in safe custody and shall not without the prior written consent of the Mortgages Trustee and the Beneficiaries part with possession, custody or control of them otherwise than to a sub-contractor or delegate appointed pursuant to Clause 3.2 or to a solicitor, licensed conveyancer, qualified conveyancer or authorised practitioner, subject to the usual undertaking to hold them to the order of the Seller (who in turn will hold them to the order of the Mortgages Trustee (as trustee of for the Beneficiaries)) or to the H.M. Land Registry or or, upon redemption of the Registers relevant Loan, to the order of Scotland;the Borrower. (b) the Customer Files and, save in relation to Dematerialised Loans, the 17.2 The Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio shall be kept in such manner so that each customer file and title deed is capable of identification and retrieval, a computer record is maintained of their location and they are identifiable and retrievable by reference to an account number and pool identifier and are identifiable and distinguishable from the title deeds relating to other properties and mortgages in respect of which the Servicer is mortgagee or servicer. In the event of receipt by the Servicer of notice that the short-term, unsecured, unsubordinated and unguaranteed debt of the Servicer is rated lower than A-2 by Standard & Poor's, or the counterparty risk assessment assigned to the Servicer by ▇▇▇▇▇'▇ is less than P-2(cr) or A-1 by S&P and P-1 by Moody's and that the Servicer's short- ’s short term "“Issuer Default Rating" ” is lower than F-2 F1 by Fitch, the Servicer shall use reasonable endeavours to ensure that the Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to (and the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio Customer Files) are identified as distinct located separately from the title deeds and customer files of other properties and mortgages which do not form part of the Portfolio; (c) the Servicer shall provide access or procure that access is provided to the Title Deeds (other than Title Deeds in relation to Loans which are Dematerialised Loans) and other records relating to the administration of the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio to the Mortgages Trustee, the Beneficiaries (and their auditors) and (if requested) the Funding Security Trustees and any other person nominated by any of them at all reasonable times and upon reasonable notice. The Servicer acknowledges that the Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio in its possession, custody or control will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries) and that it has, in its capacity as Servicer, no beneficial interest therein and the Servicer irrevocably waives any rights or any Security Interest which it might have therein or to which it might at any time be entitled; (d) the Servicer shall, forthwith on the termination of the appointment pursuant to Clause 21, deliver Customer Files and, save in relation to Dematerialised Loans, the Title Deeds relating to the Loans and their Related Security sold by the Seller to the Mortgages Trustee comprised in the Portfolio to or to the order of the Mortgages Trustee (as trustee of the Beneficiaries) or to such person as the Beneficiaries and the Funding Security Trustees select as a substitute servicer in accordance with the terms of this Agreement upon written request by the Beneficiaries and the Funding Security Trustees made at any time on or after notice of, or on or after, termination of the appointment of the Servicer pursuant to Clause 21; and (e) the Seller undertakes that it will use reasonable endeavours to obtain as soon as reasonably practicable the title number to each Property in respect of which a Mortgage is registered at the Land Registry or the Land Register of Scotland to the extent that such title number does not appear in Exhibit 1 to the Mortgage Sale Agreement (or, as the case may be, the relevant New Portfolio Notice).