12. POST COMPLETION 12.1 Registration You will be responsible for dealing with registration at HM Land Registry. To confirm, the registrations will usually include the following: i. registration of the transfer or lease to the Bank; ii. registration of the lease from the Bank to the Client (if for a term over seven years) or noting the lease on the Property title held by the Bank (if for a term of seven years or less); and iii. registering the Bank's legal charge over the leasehold title if the lease is registrable pursuant to (ii) above. The consideration and/or the price paid/value to be quoted on Land Registry applications is the purchase price paid to the seller/transferor of the property or, in the case of a re-finance, the property value (not the finance amount). You may wish to refer to the general guidance provided below when submitting your applications to HM Land Registry. Please note that the information provided below is for general guidance only. You are responsible for ensuring that any application submitted to HM Land Registry is accurate and complete. Please ensure you complete the registrations as agreed in the conditions precedent checklist. a) Application(s) before the transfer/assignment to the Bank Where there is an initial transfer of equity, or an initial transfer/grant/assignment from the vendor(s) to your client(s), please submit this application before submitting the application for the transfer/assignment to the Bank. In exceptional cases, it may be necessary to submit two applications before the application for the transfer/assignment to the Bank. For example, this may occur where there is (1) an initial transfer from an existing Diminishing Musharakah facility provider to the original applicants of that facility, followed by (2) a transfer of equity, which would both need to be completed before the transfer/assignment to the Bank. b) Application for the transfer/grant/assignment to the Bank Please note the following important points when completing the relevant fields in the online system through which the application is submitted to HM Land Registry (Digital Registration Service accessed via portal or Business Gateway): As the certifying lawyer acting on behalf of the Bank in this matter, you are instructed by the Bank to submit this application on its behalf. Please ensure that your submission to HM Land Registry clearly states that you are acting for the Bank. You must note in your application that this is one of two or more connected Islamic finance applications and you must provide the reference(s) for the other connected application(s). Please note that it is not possible to communicate this through the fields in DRS (as it used to be possible with a paper Form AP1) so you will need to upload correspondence to confirm. You would typically need to submit the following documents with this application: 1. TR1/TP1/New Lease executed by the transferor/lessor 2. SDLT5 Certificate 3. Any other documentation required by HM Land Registry, such as a Certificate of Compliance, Grant of Probate, Marriage Certificate, etc. c) Application for the leaseback to your client(s), and charge in favour of the Bank Please note the following important points when completing the relevant fields in the online system through which the application is submitted to HM Land Registry (Digital Registration Service accessed via portal or Business Gateway): Land Registry requires that all parties to the transaction (including the Bank’s attorney) must be accounted for with regard to evidence of identity. The Land Registry system will prompt you to confirm the position with regard to each party to the transaction. The Bank’s attorney is not represented. We confirm that sufficient steps have been taken to verify their identity, enabling you to provide the necessary confirmation to HM Land Registry in your application. Please ensure the leaseback is submitted as a new lease application and not as a dealing. You must note in your application that this is one of two or more connected Islamic finance applications and you must provide the reference(s) for the other connected application(s). Please note that it is not possible to communicate this through the fields in DRS (as it used to be possible with a paper Form AP1) so you will need to upload correspondence to confirm. You would typically need to submit the following documents with this application: 1. The Lease, as a single document comprising: The Lease executed by the Bank The Diminishing Musharakah Agreement executed by the Bank The Service Agency Agreement executed by the Bank A copy of the Terms and Conditions 2. The Legal Charge, as a single document comprising: The Legal Charge executed by your client(s) The Diminishing Musharakah Agreement executed by your client(s) The Service Agency Agreement executed by your client(s) The Terms and Conditions Acknowledgement executed by your client(s) A copy of the Terms and Conditions 3. Where there are two or more applicants to the facility, a completed Form JO to confirm how your clients are to hold the leaseback title. Alternatively, you may manuscript amend LR14 of the lease executed by the Bank to add the declaration of trust. We confirm you have the Bank’s authority to amend LR14 as may be required, provided (1) you do so in accordance with the requirements of HM Land Registry Practice Guide 82, and (2) you amend the counterpart signed by your client(s) so both versions of the signed lease contain identical terms. 4. The PG82 Certificate confirming the Bank-signed Lease, Diminishing Musharakah Agreement, and Service Agency Agreement have been signed in accordance with HM Land Registry Practice Guide 82. 5. The certified copy of the Power of Attorney executed by Gatehouse Bank plc, pursuant to which the Lease, Diminishing Musharakah Agreement, and Service Agency Agreement have been executed on its behalf. 6. An RX1 to create the restriction noted in the Legal Charge. You will need to prepare the RX1, as we do not provide this or any standard wording. Please note that more recent versions of the finance documents contain an MD reference. Where the finance documents contain an MD reference, you do NOT need to submit an RX1 to apply for the restriction noted in the Legal Charge, and HM Land Registry will add the restriction automatically for you. 7. An SDLT5 Certificate, if you consider this to be required. If an SDLT5 Certificate is not submitted with your application, you must provide an explanation to HM Land Registry as to why it is not required. You may wish to adapt the following template letter, which has been provided by HM Land Registry, for that purpose: “Dear Land Registry Property: [full property description of the property in respect of which the lease is granted] . There is no requirement to file an SDLT return where (as in this case) an alternative property finance arrangement has been used to comply with Sharia law, and the alternative finance provider pays the SDLT under the arrangement. In accordance with section 71A(3) of the Finance Act 2003, a second transaction is exempt from charge if the SDLT requirements relating to the first transaction are complied with, including payment of any stamp duty land tax due on the first transaction. We hereby confirm that the Property has been purchased by [name of tenant under the lease] under an alternative Sharia property finance arrangement. This transaction is the second transaction under the arrangement, and we confirm that all SDLT provisions as required by the Finance Act 2003 relating to the first transaction have been complied with. Therefore, the second transaction which forms the subject of this lease application is not notifiable and an SDLT return is not required. Yours faithfully [lodging conveyancer name] " 8. Where required, a Certificate of Compliance for the grant of the leaseback. 9. Where your client is a corporate entity, a copy of the Companies House Certificate of Registration of Charge. Please download this document from the Companies House website. You may also wish to consider including the following wording in your application: “Companies House Registration Certificate. Charge dated [………]. Certificate of registration of charge at Companies House: (i) this Certificate of Registration relates to the charge dated […………] submitted for registration and (ii) the charge lodged for registration is a certified copy of the original charge of which either a copy or redacted copy has been filed at Companies House (in accordance with s.859G of the Companies Act 2006).” 12.2 Removal of Security If the Client is a corporate entity and there is existing security registered against the Client at Companies House, you are required to apply to discharge these on completion and confirm the same to the Bank's solicitor. 12.3 Legal Representation on Redemption The Bank will be represented by its own solicitors on redemption. They will arrange for the transfer of title and discharge of the legal charge affecting the property and release of any debenture granted by the Client. Please note that the Client will need to appoint solicitors to represent them in respect of the redemption. The Bank’s solicitors will not be able to represent the Client jointly with the Bank during the redemption process. This is to avoid a potential conflict of interest, as they would be acting for both the buyer and seller of the title. Back to Contents

14. CORPORATE FAQs 14.1 Board Minutes and Director's Certificate The Bank's solicitors will provide you with template Board Minutes and Director's Certificate for your review. You must review your client’s articles of association (and memorandum) and amend the templates accordingly. In particular you must amend the provisions relating to any conflicts of interest. 14.2 Copies of the Corporate Authorisations You must provide the Bank's solicitors with a certified copy of the Board Minutes (dated and signed) and the original Director's Certificate. The latter will be dated on completion. Back to Contents

Corporate Customer Conditions Please download, complete and return a certified copy of the Board Minutes. Board Minutes (more than one director) Minutes and Resolution (sole director) Please download, complete and return a certified copy of the Director's Certificate. Directors Certificate (more than one director) Directors Certificate (sole director) Please download, complete and return a certified copy of the Shareholder Resolution. Shareholder Resolution - Conflict of Interest (more than one shareholder) Please download, complete and return the Guarantor Letter of ILA. Independent Advice Letter – Guarantor If a guarantor is based overseas, please download, complete and return a Guarantor Process Agent Letter. Process Agent Letter – Guarantor Download Download Download Download Download Download Download

1. INTRODUCTION AND PURPOSE This document has been prepared for the use of conveyancers engaged to act for the Bank’s Clients in relation to Home Purchase Plans (“HPP”) and Buy-To-Let Purchase Plans (“BTLPP”) provided by the Bank. Due to the nature of these products, the Bank will be independently represented by its own solicitors on the finance aspects and management of the Conditions Precedents only. The Bank instructs you for the purposes of and will be relying on your Certificate of Title, which incorporates the Law Society and UK Finance approved Certificate of Title, and you agree to this. The Bank is a member of UK Finance but does not use the UK Finance Mortgage Lenders’ Handbook for Conveyancers (the “Handbook”). This document sets out information regarding the main queries generally raised by conveyancers and which may otherwise have been covered by the Handbook. Please ensure you raise any enquiries with the Bank which would ordinarily be answered within Part 2 of the Handbook. Where a contact point is usually requested under the Part 2 requirements, please refer all enquiries to the Bank's solicitors to review and confirm whether the Bank will agree to proceed. Please assume that the Bank requires instructions to be taken on all matters before you can proceed. Back to Contents

Solicitors' Guide Welcome to the Gatehouse Bank Solicitors' Guide. This resource has been prepared for the use of conveyancers engaged to act for Gatehouse Bank's customers in relation to Home and Buy-to-Let Purchase and Refinance Plans. Handbook Document Downloads

11. COMPLETION 11.1 Offshore Seller If the seller of the property is not incorporated in England and Wales, the Bank's solicitors will need confirmation that the seller is active/solvent as at the date of completion before drawdown can take place. Please either provide a legal opinion, a certificate of good standing and a certificate of incumbency or a clear winding up/solvency search on the seller dated the date of completion. Please also ensure that the Seller is registered at Companies House and provide the Bank’s solicitors with the Seller’s official Overseas Entity number following completion. 11.2 Notice of Completion to the Bank The Bank requires five business days' notice of the intention to complete. All conditions must be satisfied five business days before completion for drawdown to take place. 11.3 Funds Remittance – when will they be available? Funds are sent from the Bank to the Bank's solicitors on the day of completion. The Bank's solicitors will deduct the necessary disbursements (as per the contribution statement sent to the Client's Solicitor) and send the balance to the Client's Solicitor by CHAPS. This is held to the Bank's solicitors' order. You must confirm to the Bank's solicitors when funds are received so that you can be released from your undertaking to hold funds to order. If completion does not take place on the day the funds are remitted, you must return funds to the Bank's solicitors by 2 pm next working day as funds will need to be returned to the Bank. The Bank’s solicitors may charge an admin fee if they are required to send funds to you again so please ensure that all parties involved are ready to complete before requesting funds. Back to Contents

New Build Conditions If required, please use the certificate of compliance template below. Download

Documents We Need From You Completion Undertaking COT Letter of Client Advice PG25 Confirmation Letter Documents We Need From Your Client(s) Process Agent Letter Documents We Need About Occupiers and Donors Occupancy Declaration (home purchase/re-finance matters only) Occupier’s Consent (home purchase/re-finance matters only) Occupier's ILA (non-applicant spouses and civil partners only) Donor's ILA (non-applicant spouses and civil partners only) Donor's Consent and Undertaking (non-applicant spouses and civil partners only) Restrictions Certificate of Compliance Template SDLT SDLT Declaration (non-corporate clients only) SDLT Declaration (corporate clients only) Leasehold Conditions Notice of Assignment, Sublease and Charge (existing lease and 3-tier transactions) Notice of Sublease and Charge (new lease and 2-tier transactions) New Build Conditions Certificate of Compliance Template Corporate Customer Conditions Board Minutes (more than one director) Minutes and Resolution (sole director) Directors Certificate (more than one director) Directors Certificate (sole director) Shareholder Resolution - Conflict of Interest (more than one shareholder) Independent Advice Letter – Guarantor Process Agent Letter - Guarantor

Leasehold Conditions Please download, complete and return the finalised notices for the transfer, sublease and charge for approval. Notice of Assignment, Sublease and Charge (existing lease and 3-tier transactions) Notice of Sublease and Charge (new lease and 2-tier transactions) Download Download

13. PROCESS AGENT 13.1 Process Agent If the Client or any Guarantor is based overseas, the Bank will require the Client/Guarantor to appoint a process agent to receive service of process in respect of any proceedings commenced by any party in the courts of in England and Wales arising out of or in connection with each Agreement to which the Client/Guarantor is a party. The form of process agent letter will be provided by the Bank's solicitors during the transaction. The process agent can be a corporate entity or an individual. The only requirement is that they must have a registered or have a residential address in England and Wales and the address and an email address will need to be noted on the letter. The Client/process agent must advise the Bank immediately if there are plans to change the process agent. In case of joint applicants, the first applicant cannot act as a process agent for the second applicant or vice versa. Back to Contents

6. FUNDS FLOW 6.1 Finance of Deposit/Balance – Gift/Second Mortgagee Please confirm expressly if the Client will be obtaining funds from another third party to either pay for the deposit (if any) or fund the balance required to purchase or refinance the property. If funds were or are being gifted from another source, the Bank's solicitors will require a Gift Letter (setting out the details of the gift and confirmation that the donor will not acquire any interest in the property) to be signed. The donor, as an interested party, may also need to be independently advised. Please see paragraph 3.5 above for cases where independent legal advice is required. The Bank will not agree to the involvement of another financial institution in financing or taking over the property or the grant of a second charge. Please ensure that you obtain a clear bankruptcy search and insolvency act indemnity insurance policy against the donors of any gifts before completion. 6.2 Funds Held in Joint Account Funds held in the joint account used to fund the Client’s Contribution are not considered as gifted deposit. However, the Joint account holder(s) must sign a waiver of interest/ rights form but are not required to be provided with independent legal advice unless the circumstances at 3.5 apply. Back to Contents

7. STAMP DUTY LAND TAX (SDLT) / LAND TRANSACTION TAX (LTT) and CAPITAL GAINS TAX (CGT) 7.1 SDLT / LTT in the Context of Islamic Finance There are usually three stages for each transaction: (i) the transfer of the property from the Client/seller to the Bank; (ii) the Lease from the Bank to Client; and (iii) the transfer from the Bank to the Client on maturity. On a refinance, all three stages (i) to (iii) are exempt from SDLT under the alternative property financing rules (refer to the Finance Acts). In box 9 of the Return, the answer will be 'yes' and the code will be 24 and boxes 14-15 will be £0.00 as no SDLT will be payable. On a purchase, stage (ii) and (iii) are exempt from SDLT under the alternative property financing rules however stage (i) (where it is a transfer from the seller to the Bank) attracts SDLT in the usual way and is payable by the Client. If on maturity, if the Client sells the property and the Bank is required to transfer it to a third-party buyer, the buyer will pay SDLT in the usual way. If the Client is not selling the property and the Bank is required to transfer it back to the Client, the Client will not be required to pay SDLT (see paragraph (b) above). If the Client is buying a new build property and the developer is unable to grant the lease directly to the Bank, there will be an additional stage (making it four stages). In which case, SDLT is payable on the initial lease/sale from the developer to the Client, and the remaining three stages (i) to (iii) above are exempt. HM Revenue and Customs (HMRC) have prepared a guide on the use of alternative property finance relief, which you can access here . The Land Registry's Practice guide 69 deals with Islamic Finance and SDLT on Diminishing Musharakah at section (3)(2). You may also wish to refer to the Finance Acts, which contain provisions on alternative financing and the tax treatment. 7.2 Submitting Returns and Paying SDLT / LTT You are required to draft and submit all SDLT / LTT returns and pay any SDLT / LTT due to HMRC / The Welsh Revenue Authority (WRA) within the relevant timeframe. You will need to provide copies of all returns to the Bank's solicitors to review. You are responsible for ensuring any tax liability has been calculated correctly and that the returns are completed accurately. In particular, you must ensure: 1. The correct reference is used with any payment you submit to HMRC / WRA; 2. Payment of any tax due is made against the correct return; 3. Any relief being claimed is applied correctly; 4. Each return is completed accurately and in full; and 5. All returns and payments are submitted within the required timeframes. A return is required for each disposal. In relation to the return where the Bank is the purchaser, you should be noted as the agent. Satisfaction of the conditions precedent relating to SDLT / LTT in the conditions precedent checklist by the Bank’s solicitors may be taken as confirmation you have the Bank’s authority to submit this return on the Bank’s behalf. The Bank will not sign the Return unless you are submitting a postal return. If an SDLT5 Certificate is not submitted with your application, you must provide an explanation to HM Land Registry as to why it is not required. You may wish to adapt the following template letter, which has been provided by HM Land Registry, for that purpose. Dear Land Registry Property: [full property description of the property in respect of which the lease is granted] There is no requirement to file an SDLT return where (as in this case) an alternative property finance arrangement has been used to comply with sharia law, and the alternative finance provider pays the SDLT under the arrangement. In accordance with section 71A(3) of the Finance Act 2003, a second transaction is exempt from charge if the SDLT requirements relating to the first transaction are complied with, including payment of any stamp duty land tax due on the first transaction. We hereby confirm that the Property has been purchased by [name of tenant under the lease] under an alternative sharia property finance arrangement. This transaction is the second transaction under the arrangement, and we confirm that all SDLT provisions as required by the Finance Act 2003 relating to the first transaction have been complied with. Therefore, the second transaction which forms the subject of this lease application is not notifiable and an SDLT return is not required. Yours faithfully [lodging conveyancer name] You will need to retain the SDLT5 certificate for your Land Registry applications. Once completion has taken place, the Bank’s solicitors will provide to you via email a URL to an online form. You must complete the online form to provide details of your SDLT / LTT submission within 14 days of completion. 7.3 SDLT Additional Relief If you are proposing to use any relief other than code 24 (e.g. group relief or multiple dwellings relief) you are required to expressly provide the Bank's solicitors with a copy of the tax advice received by the Client confirming why the relief has been sought and on what grounds for our information only. The Bank's solicitors may need to refer this to their tax team for comments. 7.4 SDLT Rebates Please advise your Client that it is their responsibility to trigger the process where an SDLT rebate is applicable. Your Client/your firm should advise the Bank/the Bank’s solicitor as soon as you become aware that a rebate is to be applied for. 7.5 Tax Planning It is the customer’s responsibility to declare any tax planning at the outset and the Bank reserves the right to take further advice on the same, at the customer’s cost. Back to Contents