PERFECTION OF THE SALE. 6.1 The Seller shall notify the Issuer and the Security Trustee that a Perfection Event (other than a Perfection Event under paragraph (d) of that definition) has occurred promptly after it becomes aware of the same. 6.2 In the case of Loans and their Related Security, completion of transfer by way of assignment of the legal title of the Loans and their Related Security to the Issuer will be completed on or before the 20th Business Day after any Perfection Event occurs. If the Loans and their Related Security are sold pursuant to the exercise of the Call Option, the Issuer or (if at the time the Call Option is exercised the Issuer does not hold the Whole Legal Title) the Seller (if applicable), upon receipt of a direction from the Issuer and at the sole cost and expense of the Issuer, shall promptly transfer the Whole Legal Title in the Loans and their Related Security comprising the Portfolio to the Legal Title Transferee and, upon completion of such transfer, deliver to the Legal Title Transferee or as the Legal Title Transferee may direct (a) all accounts, books and records which show all transactions, payments, receipts and proceedings and (b) the Title Deeds, in respect of the Loans and their Related Security comprising the Portfolio. 6.3 For the avoidance of doubt, prior to the completion of the assignment or transfer (as appropriate) of any Loan and its Related Security to the Issuer pursuant to Clause 6.2, with effect from the Closing Date, legal title to each Loan and its Related Security in the Portfolio shall be vested in the Seller and sole beneficial title and interest thereto shall be vested in the Issuer. Prior to perfection of the transfer of the legal title to Loans and their Related Security pursuant to this Clause 6, the Seller undertakes (to the extent that any of the following is vested in it) to hold all right, title, interest and benefit (both present and future) in and under (a) the Loans and their Related Security, following the acquisition of such Loans and their Related Security by the Issuer and (b) any sums that are or may become due in respect thereof, on trust for the Issuer (excluding from such trust any Loans and their Related Security which have been repurchased by the Seller). 6.4 Prior to the transfer of legal title to any Loan and its Related Security to the Issuer, the Seller shall hold such legal title, insofar as it relates to such Loan and its Related Security, as bare nominee on trust for the Issuer absolutely. 6.5 Perfection of the transfer and assignment in accordance with Clause 6.2 of: (a) Mortgages in the Portfolio shall be effected by means of a transfer in the form of the relevant Land Registry Transfer set out in Part 1 (Seller Registered Transfer) of Schedule 2 (Register of Transfers); (b) the Loans and their Related Security shall be effected through notification to the relevant Borrowers and/or guarantors and/or insurers or other relevant third parties of the sale and transfer or assignment of the relevant Loans and their Related Security, and, in each case, notice shall be given to each Borrower or any other relevant person of the charge by the Issuer of the Issuer's interest in that Xxxxxxxx's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge. 6.6 Perfection of the transfer of other Related Security comprised in the Portfolio not catered for in Clause 6.5 (including in respect of any Mortgage over unregistered land), shall be in such form as the Issuer and the Security Trustee may require. 6.7 Prior to perfection pursuant to Clause 6.2, the Issuer and the Security Trustee will not: (a) submit or require the submission of any notice, form, request or application to, or pay any fee for the registration or recording of, or the noting of any interest at the Land Charges Department of the Land Registry in relation to, the Issuer's or Security Trustee's interests in the Portfolio; (b) give or require the giving of any notice to any Borrower or any other relevant person of (i) the sale or transfer of that Xxxxxxxx's Loan and its Related Security to the Issuer or (ii) the charge by the Issuer of the Issuer's interest in that Xxxxxxxx's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge; (c) send or require to be sent to any solicitor, licensed conveyancer or other person who has acted on behalf of the Seller in respect of any Mortgage with respect to which the Seller has not received a complete set of the Title Deeds, a letter or other communication requiring such solicitor, licensed conveyancer or other person to hold such documents to the order of the Issuer or the Security Trustee (as the case may be); or (d) take any other step or action analogous to those in paragraphs (a) to (c) above. 6.8 Within twenty five (25) Business Days following perfection of the assignments or transfers contemplated by this Agreement pursuant to Clause 6.2, the Seller will do all of the acts, matters or things (including, for the avoidance of doubt, those acts, matters and things referred to in Clauses 6.5 and 6.6) as the Security Trustee or the Issuer requires, including completing registration formalities, providing a bulk transfer of Direct Debit Mandates and, in the case of all Borrowers who do not make payment under the Direct Debiting Scheme, ensuring that all Borrowers will be instructed to make all payments under the Loans directly to the Deposit Account or such replacement bank account as the Security Trustee or the Issuer requires in order to give effect to the terms of the assignments contemplated in this Agreement. 6.9 The Seller shall indemnify on demand, each of the Issuer and the Security Trustee from and against any and all costs, fees and expenses (including legal fees and expenses and any Irrecoverable VAT thereon) which may be properly incurred by the Issuer and/or the Security Trustee and by reason of the doing of any act, matter or thing in order to perfect legal title to the Loans and their Related Security (where entitled to do so under this Clause 6) but excluding any such costs, fees and expenses incurred in connection with the transfer of the Whole Legal Title to the Legal Title Transferee following the exercise of the Call Option by the Option Holder in accordance with the terms of the Deed Poll. 6.10 The Issuer (subject to the prior written consent of the Security Trustee) shall, as soon as reasonably practicable following receipt of notification to it, or its agents, of completion of the registration or recording of the transfer of all of the relevant Mortgages comprised in the Portfolio and other acts required to perfect the transfer of the relevant Loans and their Related Security comprising the Portfolio to the Issuer, give notice thereof to the Seller and with such notice return the Seller Power of Attorney. 6.11 In addition to the above, on or before the 20th Business Day after any Perfection Event occurs, the Seller shall deliver to the Issuer, (a) a duly executed assignment of the Third Party Buildings Policies substantially in the form set out in Schedule 6 (Assignment of Third Party Buildings Policies); (b) a duly executed assignment of the Insurance Policies substantially in the form set out in Schedule 7 (Assignment of Insurance Policies); and (c) a duly executed assignment of rights against third parties comprised in the Portfolio and substantially in the forms set out in Schedule 5 (Assignment of Third Party Rights).
Appears in 1 contract
Samples: Mortgage Sale Agreement
PERFECTION OF THE SALE. 6.1 The (a) Subject to Section 7.1(b), the Purchaser (or the Bond Trustee) will cause or, pursuant to this Article 7, will require the Seller shall notify to cause, the sales, transfers and assignments contemplated by this Agreement to be Perfected as soon as practicable and in any event on or before the 60th day after the earliest to occur of:
(i) a Servicer Event of Default that has not been remedied within 30 days or such shorter period permitted by the Servicing Agreement;
(ii) an Issuer and the Security Trustee that a Perfection Event of Default (other than a Perfection an Insolvency Event under paragraph with respect to the Issuer) that has not been remedied within 30 days or such shorter period permitted by Condition 7.01;
(diii) an Insolvency Event (without regard to the parenthetical language in clause (a) of that such definition) has occurred promptly after it becomes aware with respect to the Seller;
(iv) the acceptance by an applicable purchaser of any offer by the same.
6.2 In the case of Loans and their Related Security, completion of transfer by way of assignment of the legal title of the Purchaser to sell Loans and their Related Security (only in respect of the Loans being sold and their Related Security) to any such purchaser other than the Seller, unless otherwise agreed by such purchaser and the Purchaser, with the consent of the Bond Trustee, which consent will not be unreasonably withheld;
(v) the Seller and/or the Purchaser being required to Perfect legal title to the Issuer will Mortgages by:
(A) law;
(B) by an order of a court of competent jurisdiction; or
(C) by any regulatory authority which has jurisdiction over the Seller or the Purchaser to effect such perfection; and
(vi) the date on which the Seller ceases to be completed on assigned a long term, unsecured, unsubordinated, unguaranteed debt obligation rating by Moody’s of at least Baa1 or before by DBRS of at least BBB (low).
(b) Notwithstanding the 20th Business Day after occurrence of any Perfection Event occurs. If event or circumstance described in Sections 7.1(a), none of the sales, transfers and assignments contemplated by this Agreement are required to be Perfected if (x) satisfactory assurances are provided by OSFI or such other supervisory authority having jurisdiction over the Seller permitting registered title to the Mortgages and any Related Security for the Purchased Loans to remain with the Seller and (y) the Rating Agency Condition has been satisfied, until such time as:
(i) the Loans and their Related Security are to be sold pursuant to or otherwise disposed of by the exercise Purchaser or the Bond Trustee in the performance of their respective obligations under the Call Option, the Issuer or Transaction Documents; or
(if at the time the Call Option is exercised the Issuer does not hold the Whole Legal Titleii) the Seller (if applicable), upon receipt of a direction from Purchaser or the Issuer and at the sole cost and expense of the Issuer, shall promptly transfer the Whole Legal Title in the Loans and their Related Security comprising the Portfolio Bond Trustee is required to the Legal Title Transferee and, upon completion of such transfer, deliver take actions to the Legal Title Transferee enforce or as the Legal Title Transferee may direct (a) all accounts, books and records which show all transactions, payments, receipts and proceedings and (b) the Title Deeds, in respect of the Loans and their Related Security comprising the Portfolio.
6.3 For the avoidance of doubt, prior to the completion of the assignment or transfer (as appropriate) of any Loan and its Related Security to the Issuer pursuant to Clause 6.2, otherwise deal with effect from the Closing Date, legal title to each Loan and its Related Security in the Portfolio shall be vested in the Seller and sole beneficial title and interest thereto shall be vested in the Issuer. Prior to perfection of the transfer of the legal title to Loans and their Related Security pursuant to this Clause 6, the Seller undertakes (to the extent that any of the following is vested in it) to hold all right, title, interest and benefit (both present and future) in and under (a) the Loans and their Related Security, following the acquisition of such Loans and their Related Security by the Issuer and (b) any sums that are or may become due in respect thereof, on trust for the Issuer (excluding from such trust any Loans and their Related Security which have been repurchased by the Seller).
6.4 Prior to the transfer of legal title to any Loan and its Related Security to the Issuer, the Seller shall hold such legal title, insofar as it relates to such Loan and its Related Security, as bare nominee on trust for the Issuer absolutely.
6.5 Perfection of the transfer and assignment in accordance with Clause 6.2 of:
(a) Mortgages in the Portfolio shall be effected by means of a transfer in the form of the relevant Land Registry Transfer set out in Part 1 (Seller Registered Transfer) of Schedule 2 (Register of Transfers);
(b) the Loans and their Related Security shall be effected through notification to the relevant Borrowers and/or guarantors and/or insurers or other relevant third parties of the sale and transfer or assignment of the relevant Loans and their Related Security, and, in each case, notice shall be given to each Borrower or any other relevant person of the charge by the Issuer of the Issuer's interest in that Xxxxxxxx's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge.
6.6 Perfection of the transfer of other Related Security comprised in the Portfolio not catered for in Clause 6.5 (including in respect of any Mortgage over unregistered land), shall be in such form as the Issuer and the Security Trustee may require.
6.7 Prior to perfection pursuant to Clause 6.2, the Issuer and the Security Trustee will not:
(a) submit or require the submission of any notice, form, request or application to, or pay any fee for the registration or recording of, or the noting of any interest at the Land Charges Department of the Land Registry in relation to, the Issuer's or Security Trustee's interests in the Portfolio;
(b) give or require the giving of any notice to any Borrower or any other relevant person of (i) the sale or transfer of that Xxxxxxxx's Loan and its Related Security to the Issuer or (ii) the charge by the Issuer of the Issuer's interest in that Xxxxxxxx's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge;
(c) send or require to be sent to any solicitor, licensed conveyancer or other person who has acted on behalf of the Seller in respect of any Mortgage with respect to which the Seller has not received a complete set of the Title Deeds, a letter or other communication requiring such solicitor, licensed conveyancer or other person to hold such documents to the order of the Issuer or the Security Trustee (as the case may be); or
(d) take any other step or action analogous to those in paragraphs (a) to (c) above.
6.8 Within twenty five (25) Business Days following perfection of the assignments or transfers contemplated by this Agreement pursuant to Clause 6.2, the Seller will do all of the acts, matters or things (including, for the avoidance of doubt, those acts, matters and things referred to in Clauses 6.5 and 6.6) as the Security Trustee or the Issuer requires, including completing registration formalities, providing a bulk transfer of Direct Debit Mandates and, in the case of all Borrowers who do not make payment under the Direct Debiting Scheme, ensuring that all Borrowers will be instructed to make all payments under the Loans directly to the Deposit Account or such replacement bank account as the Security Trustee or the Issuer requires in order to give effect to the terms of the assignments contemplated in this Agreement.
6.9 The Seller shall indemnify on demand, each of the Issuer and the Security Trustee from and against any and all costs, fees and expenses (including legal fees and expenses and any Irrecoverable VAT thereon) which may be properly incurred by the Issuer and/or the Security Trustee and by reason of the doing of any act, matter or thing in order to perfect legal title to the Loans and their Related Security (where entitled to do so under this Clause 6) but excluding any such costs, fees and expenses incurred in connection with the transfer of the Whole Legal Title to the Legal Title Transferee following the exercise of the Call Option by the Option Holder in accordance with the terms of the Deed Poll.
6.10 The Issuer (subject to the prior written consent of the Security Trustee) shall, as soon as reasonably practicable following receipt of notification to it, or its agents, of completion of the registration or recording of the transfer of all of the relevant Mortgages comprised in the Portfolio and other acts required to perfect the transfer of the relevant Loans and their Related Security comprising the Portfolio to the Issuer, give notice thereof to the Seller and with such notice return the Seller Power of Attorney.
6.11 In addition to the above, on or before the 20th Business Day after any Perfection Event occurs, the Seller shall deliver to the Issuer, (a) a duly executed assignment of the Third Party Buildings Policies substantially in the form set out in Schedule 6 (Assignment of Third Party Buildings Policies); (b) a duly executed assignment of the Insurance Policies substantially in the form set out in Schedule 7 (Assignment of Insurance Policies); and (c) a duly executed assignment of rights against third parties comprised in the Portfolio and substantially in the forms set out in Schedule 5 (Assignment of Third Party Rights).
Appears in 1 contract
Samples: Mortgage Sale Agreement
PERFECTION OF THE SALE. 6.1 The Seller shall notify the Issuer and the Security Trustee that a Perfection Event (other than a Perfection Event under paragraph (d) of that definition) has occurred promptly after it becomes aware of the same.
6.2 In the case of Loans and their Related Security, completion of transfer by way of assignment of the legal title of the Loans and their Related Security to the Issuer will be completed on or before the 20th Business Day after any Perfection Event occurs. If the Loans and their Related Security are sold pursuant to the exercise of the Call Option, the Issuer or (if at the time the Call Option is exercised the Issuer does not hold the Whole Legal Title) the Seller (if applicable), upon receipt of a direction from the Issuer and at the sole cost and expense of the Issuer, shall promptly transfer the Whole Legal Title in the Loans and their Related Security comprising the Portfolio to the Legal Title Transferee and, upon completion of such transfer, deliver to the Legal Title Transferee or as the Legal Title Transferee may direct (a) all accounts, books and records which show all transactions, payments, receipts and proceedings and (b) the Title Deeds, in respect of the Loans and their Related Security comprising the Portfolio.
6.3 For the avoidance of doubt, prior to the completion of the assignment or transfer (as appropriate) of any Loan and its Related Security to the Issuer pursuant to Clause 6.2, with effect from the Closing Date, legal title to each Loan and its Related Security in the Portfolio shall be vested in the Seller and sole beneficial title and interest thereto shall be vested in the Issuer. Prior to perfection of the transfer of the legal title to Loans and their Related Security pursuant to this Clause 6, the Seller undertakes (to the extent that any of the following is vested in it) to hold all right, title, interest and benefit (both present and future) in and under (a) the Loans and their Related Security, following the acquisition of such Loans and their Related Security by the Issuer and (b) any sums that are or may become due in respect thereof, on trust for the Issuer (excluding from such trust any Loans and their Related Security which have been repurchased by the Seller).
6.4 Prior to the transfer of legal title to any Loan and its Related Security to the Issuer, the Seller shall hold such legal title, insofar as it relates to such Loan and its Related Security, as bare nominee on trust for the Issuer absolutely.
6.5 Perfection of the transfer and assignment in accordance with Clause 6.2 of:
(a) Mortgages in the Portfolio shall be effected by means of a transfer in the form of the relevant Land Registry Transfer set out in Part 1 (Seller Registered Transfer) of Schedule 2 (Register of Transfers);
(b) the Loans and their Related Security shall be effected through notification to the relevant Borrowers and/or guarantors and/or insurers or other relevant third parties of the sale and transfer or assignment of the relevant Loans and their Related Security, and, in each case, notice shall be given to each Borrower or any other relevant person of the charge by the Issuer of the Issuer's interest in that Xxxxxxxx's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge.
6.6 Perfection of the transfer of other Related Security comprised in the Portfolio not catered for in Clause 6.5 (including in respect of any Mortgage over unregistered land), shall be in such form as the Issuer and the Security Trustee may require.
6.7 Prior to perfection pursuant to Clause 6.2, the Issuer and the Security Trustee will not:
(a) submit or require the submission of any notice, form, request or application to, or pay any fee for the registration or recording of, or the noting of any interest at the Land Charges Department of the Land Registry in relation to, the Issuer's or Security Trustee's interests in the Portfolio;
(b) give or require the giving of any notice to any Borrower or any other relevant person of (i) the sale or transfer of that Xxxxxxxx's Loan and its Related Security to the Issuer or (ii) the charge by the Issuer of the Issuer's interest in that Xxxxxxxx's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge;
(c) send or require to be sent to any solicitor, licensed conveyancer or other person who has acted on behalf of the Seller in respect of any Mortgage with respect to which the Seller has not received a complete set of the Title Deeds, a letter or other communication requiring such solicitor, licensed conveyancer or other person to hold such documents to the order of the Issuer or the Security Trustee (as the case may be); or
(d) take any other step or action analogous to those in paragraphs (a) to (c) above.
6.8 Within twenty five (25) Business Days following perfection of the assignments or transfers contemplated by this Agreement pursuant to Clause 6.2, the Seller will do all of the acts, matters or things (including, for the avoidance of doubt, those acts, matters and things referred to in Clauses 6.5 and 6.6) as the Security Trustee or the Issuer requires, including completing registration formalities, providing a bulk transfer of Direct Debit Mandates and, in the case of all Borrowers who do not make payment under the Direct Debiting Scheme, ensuring that all Borrowers will be instructed to make all payments under the Loans directly to the Deposit Account or such replacement bank account as the Security Trustee or the Issuer requires in order to give effect to the terms of the assignments contemplated in this Agreement.
6.9 The Seller shall indemnify on demand, each of the Issuer and the Security Trustee from and against any and all costs, fees and expenses (including legal fees and expenses and any Irrecoverable VAT thereon) which may be properly incurred by the Issuer and/or the Security Trustee and by reason of the doing of any act, matter or thing in order to perfect legal title to the Loans and their Related Security (where entitled to do so under this Clause 6) but excluding any such costs, fees and expenses incurred in connection with the transfer of the Whole Legal Title to the Legal Title Transferee following the exercise of the Call Option by the Option Holder in accordance with the terms of the Deed Poll.
6.10 The Issuer (subject to the prior written consent of the Security Trustee) shall, as soon as reasonably practicable following receipt of notification to it, or its agents, of completion of the registration or recording of the transfer of all of the relevant Mortgages comprised in the Portfolio and other acts required to perfect the transfer of the relevant Loans and their Related Security comprising the Portfolio to the Issuer, give notice thereof to the Seller and with such notice return the Seller Power of Attorney.
6.11 In addition to the above, on or before the 20th Business Day after any Perfection Event occurs, the Seller shall deliver to the Issuer, (a) a duly executed assignment of the Third Party Buildings Policies substantially in the form set out in Schedule 6 (Assignment of Third Party Buildings Policies); (b) a duly executed assignment of the Insurance Policies substantially in the form set out in Schedule 7 (Assignment of Insurance Policies); and (c) a duly executed assignment of rights against third parties comprised in the Portfolio and substantially in the forms set out in Schedule 5 (Assignment of Third Party Rights).
Appears in 1 contract
Samples: Mortgage Sale Agreement
PERFECTION OF THE SALE. 6.1 The Seller shall notify the Issuer and the Security Trustee that a Perfection Event (other than a Perfection Event under paragraph (d) of that definition) has occurred promptly after it becomes aware of the same.
6.2 In the case of Loans and their Related Security, completion 7.1 Completion of transfer by way of assignment of the legal title of the Loans and their Related Security to the Issuer will be completed on or before the 20th Business Day after any Perfection Event occurs. If the earliest to occur of the following:
(a) the Seller being required to perfect legal title to the Loans and their Related Security are sold pursuant to Security:
(i) by an order of a court of competent jurisdiction;
(ii) by a regulatory authority which has jurisdiction over the exercise Seller; or
(iii) by any organisation of the Call Option, the Issuer or (if at the time the Call Option is exercised the Issuer does not hold the Whole Legal Title) which the Seller is a member or whose members comprise, but are not necessarily limited to, mortgage lenders with whose instructions it is customary for the Seller to comply; or
(if applicable), upon receipt of a direction from the Issuer and at the sole cost and expense of the Issuer, shall promptly transfer the Whole Legal Title in b) it becoming necessary by law to perfect legal title to the Loans and their Related Security comprising the Portfolio to the Legal Title Transferee and, upon completion of such transfer, deliver to the Legal Title Transferee or as the Legal Title Transferee may direct Security; or
(a) all accounts, books and records which show all transactions, payments, receipts and proceedings and (bc) the Title Deedssecurity under the Deed of Charge or any material part of that security being, in respect the opinion of the Loans Security Trustee, in jeopardy and their Related the Security comprising Trustee being required by the PortfolioNote Trustee (on behalf of the Noteholders) so long as any Notes are outstanding or the other Secured Creditors if no Notes are then outstanding to take action to reduce that jeopardy; or
(d) the Seller calling for perfection by serving notice in writing to that effect on the Issuer and the Security Trustee; or
(e) the occurrence of a Seller Insolvency Event.
6.3 7.2 For the avoidance of doubt, prior to the completion of the assignment assignment, or transfer (as appropriate) of any Loan and its Related Security to the Issuer pursuant to Clause 6.27.1, with effect from the Closing Date (or in respect of Additional Loans, the relevant Further Sale Date, ) relating to that Loan and its Related Security legal title to each Loan and its Related Security in the Portfolio shall be vested in the Seller and sole beneficial title and interest thereto shall be vested in the Issuer. Prior to perfection of the transfer of the legal title to Loans and their Related Security pursuant to this Clause 67, the Seller undertakes (to the extent that any of the following is vested in it) to hold all right, title, interest and benefit (both present and future) in and under (a) the Loans and their Related Security, following the acquisition of such Loans and their Related Security by the Issuer and (b) any sums that are or may become due in respect thereof, on trust for the Issuer (excluding from such trust any Loans and their Related Security which have been repurchased by the Seller).
6.4 Prior to the transfer of legal title to any Loan and its Related Security to the Issuer, the Seller shall hold such legal title, insofar as it relates to such Loan and its Related Security, as bare nominee on trust for the Issuer absolutely.
6.5 7.3 Perfection of the transfer and assignment in accordance with Clause 6.2 7.1 of:
(a) the Mortgages in the Portfolio shall be effected by means of a transfer in the form of the relevant Land Registry Transfer set out in Part 1 (Seller Registered Transfer) of Schedule 2 (Register of Transfers);; and
(b) the Loans and their relevant Related Security shall be effected through notification to the relevant Borrowers and/or guarantors and/or insurers or other relevant third parties of the sale and transfer or assignment or assignation of the relevant Loans and their Related Security, and, in each case, notice shall be given to each Borrower or any other relevant person of the sale and transfer of that Borrower's Loan and its Related Security to the Issuer and the charge by the Issuer of the Issuer's interest in that XxxxxxxxBorrower's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge.
6.6 7.4 Perfection of the transfer of other Related Security comprised in the Portfolio not catered for in Clause 6.5 7.3 (including in respect of any Mortgage over unregistered land), shall be in such form as the Issuer and the Security Trustee may require.
6.7 7.5 Prior to perfection pursuant to Clause 6.27.1, the Issuer and the Security Trustee will not:
(a) submit or require the submission of any notice, form, request or application to, or pay any fee for the registration or recording of, or the noting of any interest at the Land Charges Department of the Land Registry in relation to, to the Issuer's or Security Trustee's interests in the Portfolio;
(b) give or require the giving of any notice to any Borrower or any other relevant person of (i) the sale or transfer of that XxxxxxxxBorrower's Loan and its Related Security to the Issuer Issuer, or (ii) the charge by the Issuer of the Issuer's interest in that XxxxxxxxBorrower's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge;
(c) send or require to be sent to any solicitor, licensed conveyancer or other person who has acted on behalf of the Seller in respect of any Mortgage with respect to which the Seller has not received a complete set of the Title Deeds, a letter or other communication requiring such solicitor, licensed conveyancer conveyance or other person to hold such documents to the order of the Issuer or the Security Trustee (as the case may be); or
(d) take any other step or action analogous to those in paragraphs (a) to (c) above.
6.8 7.6 Within twenty twenty-five (25) Business Days following perfection of the assignments or transfers contemplated by this Agreement pursuant to Clause 6.27.1, the Seller will do all of the acts, matters or things (including, for the avoidance of doubt, those acts, matters and things referred to in Clauses 6.5 and 6.6Clause 7.5) as the Security Trustee or the Issuer requiresrequires the Seller to do, including completing registration formalities, providing a bulk transfer of Direct Debit Mandates direct debit mandates and, in the case of all Borrowers who do not make payment under the Direct Debiting Schemeby direct debit, ensuring that all Borrowers will be instructed to make all payments under the Loans directly to the Deposit GIC Account or such replacement bank account as the Security Trustee or the Issuer requires in order to give effect to the terms of the assignments contemplated in this Agreement, including without limitation completing all registration formalities.
6.9 7.7 The Seller shall indemnify on demand, each of the Issuer and the Security Trustee from and against any and all costs, fees and expenses (including including, without limitation, legal fees and expenses and any Irrecoverable applicable VAT thereon) which may be properly incurred by the Issuer and/or the Security Trustee and by reason of the doing of any act, matter or thing in order to perfect legal title to the Loans and their Related Security (where entitled to do so under this Clause 67) but excluding any such costs, fees and expenses incurred in connection with the transfer of the Whole Legal Title including those relating to the Legal Title Transferee following the exercise discharge of the Call Option by the Option Holder any charges in accordance with the terms favour of the Deed Polla third party which have not been postponed to a Further Advance.
6.10 7.8 The Issuer (subject to the prior written consent of the Security Trustee) shall, as soon as reasonably practicable following receipt of notification to it, or its agents, of completion of the registration or recording of the transfer of all of the relevant Mortgages comprised in the Portfolio and other acts required to perfect the transfer of the relevant Loans and their Related Security comprising the Portfolio to the IssuerSecurity, give notice thereof to the Seller and with such notice return the Seller Power of Attorney.
6.11 In addition to the above, on or before the 20th Business Day after any Perfection Event occurs, the Seller shall deliver to the Issuer, (a) a duly executed assignment of the Third Party Buildings Policies substantially in the form set out in Schedule 6 (Assignment of Third Party Buildings Policies); (b) a duly executed assignment of the Insurance Policies substantially in the form set out in Schedule 7 (Assignment of Insurance Policies); and (c) a duly executed assignment of rights against third parties comprised in the Portfolio and substantially in the forms set out in Schedule 5 (Assignment of Third Party Rights).
Appears in 1 contract
Samples: Mortgage Sale Agreement
PERFECTION OF THE SALE.
6.1 The Seller shall notify the Issuer and the Security Trustee that a Perfection Event (other than a Perfection Event under paragraph (d) of that definition) has occurred promptly after it becomes aware of the same.
6.2 In the case of Loans and their Related Security, completion of transfer by way of assignment of the legal title of the Loans and their Related Security to the Issuer will be completed on or before the 20th Business Day after any Perfection Event occurs. If the Loans and their Related Security are sold pursuant to the exercise of the Call Option, the Issuer or (if at the time the Call Option is exercised the Issuer does not hold the Whole Legal Title) the Seller (if applicable), upon receipt of a direction from the Issuer and at the sole cost and expense of the Issuer, shall promptly transfer the Whole Legal Title in the Loans and their Related Security comprising the Portfolio to the Legal Title Transferee and, upon completion of such transfer, deliver to the Legal Title Transferee or as the Legal Title Transferee may direct (a) all accounts, books and records which show all transactions, payments, receipts and proceedings and (b) the Title Deeds, in respect of the Loans and their Related Security comprising the Portfolio.occurs.
6.3 For the avoidance of doubt, prior to the completion of the assignment or transfer (as appropriate) of any Loan and its Related Security to the Issuer pursuant to Clause 6.2, with effect from the Closing Date, legal title to each Loan and its Related Security in the Portfolio shall be vested in the Seller and sole beneficial title and interest thereto shall be vested in the Issuer. Prior to perfection of the transfer of the legal title to Loans and their Related Security pursuant to this Clause 6, the Seller undertakes (to the extent that any of the following is vested in it) to hold all right, title, interest and benefit (both present and future) in and under (a) the Loans and their Related Security, following the acquisition of such Loans and their Related Security by the Issuer and (b) any sums that are or may become due in respect thereof, on trust for the Issuer (excluding from such trust any Loans and their Related Security which have been repurchased by the Seller).
6.4 Prior to the transfer of legal title to any Loan and its Related Security to the Issuer, the Seller shall hold such legal title, insofar as it relates to such Loan and its Related Security, as bare nominee on trust for the Issuer absolutely.
6.5 Perfection of the transfer and assignment in accordance with Clause 6.2 of:of:
(a) Mortgages in the Portfolio shall be effected by means of a transfer in the form of the relevant Land Registry Transfer set out in Part 1 (Seller Registered Transfer) of Schedule 2 (Register of Transfers);
(b) the Loans and their Related Security shall be effected through notification to the relevant Borrowers and/or guarantors and/or insurers or other relevant third parties of the sale and transfer or assignment of the relevant Loans and their Related Security, and, in each case, notice shall be given to each Borrower or any other relevant person of the charge by the Issuer of the Issuer's interest in that Xxxxxxxx's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge.
6.6 Perfection of the transfer of other Related Security comprised in the Portfolio not catered for in Clause Clause 6.5 (including in respect of any Mortgage over unregistered land), shall be in such form as the Issuer and the Security Trustee may require.
6.7 Prior to perfection pursuant to Clause 6.2, the Issuer and the Security Trustee will not:
(a) submit or require the submission of any notice, form, request or application to, or pay any fee for the registration or recording of, or the noting of any interest at the Land Charges Department of the Land Registry in relation to, the Issuer's or Security Trustee's interests in the Portfolio;Portfolio;
(b) give or require the giving of any notice to any Borrower or any other relevant person of (i) the sale or transfer of that Xxxxxxxx's Loan and its Related Security to the Issuer or (ii) the charge by the Issuer of the Issuer's interest in that Xxxxxxxx's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge;
(c) send or require to be sent to any solicitor, licensed conveyancer or other person who has acted on behalf of the Seller in respect of any Mortgage with respect to which the Seller has not received a complete set of the Title Deeds, a letter or other communication requiring such solicitor, licensed conveyancer or other person to hold such documents to the order of the Issuer or the Security Trustee (as the case may be); oror
(d) take any other step or action analogous to those in paragraphs (a) to (c) above.
6.8 Within twenty five (25) Business Days following perfection of the assignments or transfers contemplated by this Agreement pursuant to Clause 6.2, the Seller will do all of the acts, matters or things (including, for the avoidance of doubt, those acts, matters and things referred to in Clauses 6.5 and 6.6) as the Security Trustee or the Issuer requires, including completing registration formalities, providing a bulk transfer of Direct Debit Mandates and, in the case of all Borrowers who do not make payment under the Direct Debiting Scheme, ensuring that all Borrowers will be instructed to make all payments under the Loans directly to the Deposit Account or such replacement bank account as the Security Trustee or the Issuer requires in order to give effect to the terms of the assignments contemplated in this Agreement.Agreement.
6.9 The Seller shall indemnify on demand, each of the Issuer and the Security Trustee from and against any and all costs, fees and expenses (including legal fees and expenses and any Irrecoverable VAT thereon) which may be properly incurred by the Issuer and/or the Security Trustee and by reason of the doing of any act, matter or thing in order to perfect legal title to the Loans and their Related Security (where entitled to do so under this Clause 6) but excluding any such costs, fees and expenses incurred in connection with the transfer of the Whole Legal Beneficial Title to the Legal Beneficial Title Transferee following the exercise of the Call Option by the Option Holder Seller in accordance with the terms of the Deed Pollthis Agreement.
6.10 The Issuer (subject to the prior written consent of the Security Trustee) shall, as soon as reasonably practicable following receipt of notification to it, or its agents, of completion of the registration or recording of the transfer of all of the relevant Mortgages comprised in the Portfolio and other acts required to perfect the transfer of the relevant Loans and their Related Security comprising the Portfolio to the Issuer, give notice thereof to the Seller and with such notice return the Seller Power of Attorney.
6.11 In addition to the above, on or before the 20th Business Day after any Perfection Event occurs, the Seller shall deliver to the Issuer, (a) a duly executed assignment of the Third Party Buildings Policies substantially in the form set out in Schedule 6 (Assignment of Third Party Buildings Policies); (b) a duly executed assignment of the Insurance Policies substantially in the form set out in Schedule 7 (Assignment of Insurance Policies); and (c) a duly executed assignment of rights against third parties comprised in the Portfolio and substantially in the forms set out in Schedule 5 (Assignment of Third Party Rights).
Appears in 1 contract
Samples: Mortgage Sale Agreement
PERFECTION OF THE SALE. 6.1 The Seller shall notify the Issuer and the Security Trustee that a Perfection Event (other than a Perfection Event under paragraph (d) 7.1 Completion of that definition) has occurred promptly after it becomes aware transfer by way of the same.
6.2 In assignment or, in the case of Scottish Loans and their Related Security, completion of transfer by way of assignment assignation, of the legal title of the Loans and their Related Security to the Issuer will be completed on or before the 20th Business Day after any Perfection Event occurs. If the earliest to occur of the following:
(a) the Seller being required to perfect legal title to the Loans and their Related Security are sold pursuant to Security:
(i) by an order of a court of competent jurisdiction;
(ii) by a regulatory authority which has jurisdiction over the exercise Seller; or
(iii) by any organisation of the Call Option, the Issuer or (if at the time the Call Option is exercised the Issuer does not hold the Whole Legal Title) which the Seller is a member or whose members comprise, but are not necessarily limited to, mortgage lenders with whose instructions it is customary for the Seller to comply; or
(if applicable), upon receipt of a direction from the Issuer and at the sole cost and expense of the Issuer, shall promptly transfer the Whole Legal Title in b) it becoming necessary by law to perfect legal title to the Loans and their Related Security; or
(c) the security under the Deed of Charge or any material part of that security being, in the opinion of the Security comprising Trustee, in jeopardy and the Portfolio Security Trustee being required by the Note Trustee (on behalf of the Noteholders) so long as any Notes are outstanding or the other Secured Creditors if no Notes are then outstanding to take action to reduce that jeopardy; or
(d) the Seller calling for perfection by serving notice in writing to that effect on the Issuer and the Security Trustee;
(e) the occurrence of a Seller Insolvency Event;
(f) the Seller is in breach of its obligations under the Mortgage Sale Agreement, but only if: (i) such breach, where capable of remedy, is not remedied to the Legal Title Transferee andreasonable satisfaction of the Issuer (prior to the delivery of a Note Acceleration Notice) or the opinion of the Security Trustee acting on the instructions of the Note Trustee (after the delivery of a Note Acceleration Notice) within 90 calendar days; and (ii) Moody’s and/or Fitch shall have provided confirmation that the then current ratings of the Notes will be withdrawn, upon completion downgraded or qualified as a result of such transferbreach; or
(g) if the Seller (on the advice of YBS) determines, deliver as at any date, that the CET1 Ratio of YBS has fallen below 7.00%, provided that the provisions of paragraphs (f) and/or (g) shall (1) not apply if the Seller has delivered a certificate to the Legal Title Transferee or Security Trustee that the occurrence of such event does not impact the designation as a ‘simple, transparent and standardised’ securitisation (within the meaning of the Securitisation Regulation); and (2) be subject to such amendment as the Legal Title Transferee Seller may direct require so long as the Seller delivers a certificate to the Security Trustee that the amendment of such event does not impact the designation as a ‘simple, transparent and standardised’ securitisation (a) all accounts, books and records which show all transactions, payments, receipts and proceedings and (b) within the Title Deeds, in respect meaning of the Loans and their Related Security comprising the PortfolioSecuritisation Regulation).
6.3 7.2 For the avoidance of doubt, prior to the completion of the assignment assignment, assignation, or transfer (as appropriate) of any Loan and its Related Security to the Issuer pursuant to Clause 6.27.1, with effect from the Closing Date (or in respect of Additional Loans, the relevant Further Sale Date, ) relating to that Loan and its Related Security legal title to each Loan and its Related Security in the Portfolio shall be vested in the Seller and sole beneficial title and interest thereto shall be vested in the Issuer. Prior to perfection of the transfer of the legal title to Loans and their Related Security pursuant to this Clause 67, the Seller undertakes (to the extent that any of the following is vested in it) to hold all right, title, interest and benefit (both present and future) in and under (a) the Loans and their Related Security, following the acquisition of such Loans and their Related Security by the Issuer and (b) any sums that are or may become due in respect thereof, on trust for the Issuer (excluding from such trust any Loans and their Related Security which have been repurchased by the Seller)) and in particular in terms of the relevant Scottish Declaration of Trust as applicable to Scottish Loans.
6.4 Prior to the transfer of legal title to any Loan and its Related Security to the Issuer, the Seller shall hold such legal title, insofar as it relates to such Loan and its Related Security, as bare nominee on trust for the Issuer absolutely.
6.5 7.3 Perfection of the transfer transfer, assignation and assignment in accordance with Clause 6.2 7.1 of:
(a) the English Mortgages in the Portfolio shall be effected by means of a transfer in the form of the relevant Land Registry Transfer set out in Part 1 (Seller Registered Transfer) of Schedule 2 (Register of Transfers);
(b) the Scottish Mortgages in the Portfolio shall be effected by means of:
(i) an SLR Transfer in the case of Mortgages over Properties title to which is registered in the Land Register of Scotland (substantially in the form set out in Part 1 (Seller SLR Transfer) of Schedule 3 (Scottish Transfers)) with the schedule thereto duly completed;
(ii) a Sasine Transfer, in the case of Mortgages over Properties title to which is recorded in the General Register of Sasines (substantially in the form set out in Part 3 (Seller Sasine Transfer) of Schedule 3 (Scottish Transfers)) with the schedule thereto duly completed; and
(c) the Loans and their relevant Related Security shall be effected through notification to the relevant Borrowers and/or guarantors and/or insurers or other relevant third parties of the sale and transfer or assignment or assignation of the relevant Loans and their Related Security, and, in each case, notice shall be given to each Borrower or any other relevant person of the sale and transfer of that Xxxxxxxx's Loan and its Related Security to the Issuer and the charge by the Issuer of the Issuer's interest in that Xxxxxxxx's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge.
6.6 7.4 Perfection of the transfer of other Related Security comprised in the Portfolio not catered for in Clause 6.5 7.3 (including in respect of any Mortgage over unregistered land), shall be in such form as the Issuer and the Security Trustee may require.
6.7 7.5 Prior to perfection pursuant to Clause 6.27.1, the Issuer and the Security Trustee will not:
(a) submit or require the submission of any notice, form, request or application to, or pay any fee for the registration or recording of, or the noting of any interest at the Land Charges Department of the Land Registry or the Registers of Scotland in relation to, to the Issuer's or Security Trustee's interests in the Portfolio;
(b) give or require the giving of any notice to any Borrower or any other relevant person of (i) the sale or transfer of that Xxxxxxxx's Loan and its Related Security to the Issuer Issuer, the declaration of the Scottish Declaration of Trust, or (ii) the charge by the Issuer of the Issuer's interest in that Xxxxxxxx's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge;
(c) send or require to be sent to any solicitor, licensed or (in Scotland) qualified conveyancer or other person who has acted on behalf of the Seller in respect of any Mortgage with respect to which the Seller has not received a complete set of the Title Deeds, a letter or other communication requiring such solicitor, licensed or (in Scotland) qualified conveyancer or other person to hold such documents to the order of the Issuer or the Security Trustee (as the case may be); or
(d) take any other step or action analogous to those in paragraphs (a) to (c) above.
6.8 7.6 Within twenty twenty-five (25) Business Days following perfection of the assignments assignments, assignations or transfers contemplated by this Agreement pursuant to Clause 6.27.1, the Seller will do all of the acts, matters or things (including, for the avoidance of doubt, those acts, matters and things referred to in Clauses 6.5 and 6.6Clause 7.5) as the Security Trustee or the Issuer requiresrequires the Seller to do, including completing registration formalities, providing a bulk transfer of Direct Debit Mandates direct debit mandates and, in the case of all Borrowers who do not make payment under the Direct Debiting Schemeby direct debit, ensuring that all Borrowers will be instructed to make all payments under the Loans directly to the Deposit GIC Account or such replacement bank account as the Security Trustee or the Issuer requires in order to give effect to the terms of the assignments and assignations contemplated in this Agreement, including without limitation completing all registration formalities.
6.9 7.7 The Seller shall indemnify on demand, each of the Issuer and the Security Trustee from and against any and all costs, fees and expenses (including including, without limitation, legal fees and expenses and any Irrecoverable applicable VAT thereon) which may be properly incurred by the Issuer and/or the Security Trustee and by reason of the doing of any act, matter or thing in order to perfect legal title to the Loans and their Related Security (where entitled to do so under this Clause 67) but excluding any such costs, fees and expenses incurred in connection with the transfer of the Whole Legal Title including those relating to the Legal Title Transferee following the exercise discharge of the Call Option by the Option Holder any charges in accordance with the terms favour of the Deed Polla third party which have not been postponed to a Further Advance.
6.10 7.8 The Issuer (subject to the prior written consent of the Security Trustee) shall, as soon as reasonably practicable following receipt of notification to it, or its agents, of completion of the registration or recording of the transfer of all of the relevant Mortgages comprised in the Portfolio and other acts required to perfect the transfer of the relevant Loans and their Related Security comprising the Portfolio to the IssuerSecurity, give notice thereof to the Seller and with such notice return the Seller Power of Attorney.
6.11 In addition to the above, on or before the 20th Business Day after any Perfection Event occurs, the Seller shall deliver to the Issuer, (a) a duly executed assignment of the Third Party Buildings Policies substantially in the form set out in Schedule 6 (Assignment of Third Party Buildings Policies); (b) a duly executed assignment of the Insurance Policies substantially in the form set out in Schedule 7 (Assignment of Insurance Policies); and (c) a duly executed assignment of rights against third parties comprised in the Portfolio and substantially in the forms set out in Schedule 5 (Assignment of Third Party Rights).
Appears in 1 contract
Samples: Mortgage Sale Agreement
PERFECTION OF THE SALE.
6.1 The Seller shall notify the Issuer and the Security Trustee that a Perfection Event (other than a Perfection Event under paragraph (d) Completion of that definition) has occurred promptly after it becomes aware transfer by way of the same.
6.2 In assignment or, in the case of Scottish Loans and their Related Security, completion of transfer by way of assignment assignation, of the legal title of the Loans and their Related Security to the Issuer will be completed on or before the 20th Business Day after any Perfection Event occurs. If the earliest to occur of the following:
(a) the Seller being required to perfect legal title to the Loans and their Related Security are sold pursuant to Security:
(i) by an order of a court of competent jurisdiction;
(ii) by a regulatory authority which has jurisdiction over the exercise Seller; or
(iii) by any organisation of the Call Option, the Issuer or (if at the time the Call Option is exercised the Issuer does not hold the Whole Legal Title) which the Seller is a member or whose members comprise, but are not necessarily limited to, mortgage lenders with whose instructions it is customary for the Seller to comply; or
(if applicable), upon receipt of a direction from the Issuer and at the sole cost and expense of the Issuer, shall promptly transfer the Whole Legal Title in b) it becoming necessary by law to perfect legal title to the Loans and their Related Security; or
(c) the security under the Deed of Charge or any material part of that security being, in the opinion of the Security comprising Trustee, in jeopardy and the Portfolio Security Trustee being required by the Note Trustee (on behalf of the Noteholders) so long as any Notes are outstanding or the other Secured Creditors if no Notes are then outstanding to take action to reduce that jeopardy; or
(d) the Seller calling for perfection by serving notice in writing to that effect on the Issuer and the Security Trustee;
(e) the occurrence of a Seller Insolvency Event;
(f) the Seller is in breach of its obligations under the Mortgage Sale Agreement, but only if: (i) such breach, where capable of remedy, is not remedied to the Legal Title Transferee andreasonable satisfaction of the Issuer (prior to the delivery of a Note Acceleration Notice) or the opinion of the Security Trustee acting on the instructions of the Note Trustee (after the delivery of a Note Acceleration Notice) within 90 calendar days; and (ii) Moody’s and/or Fitch shall have provided confirmation that the then current ratings of the Notes will be withdrawn, upon completion downgraded or qualified as a result of such transferbreach; or
(g) if the Seller (on the advice of YBS) determines, deliver as at any date, that the CET1 Ratio of YBS has fallen below 7.00 %, provided that the provisions of paragraphs (f) and/or (g) shall (1) not apply if the Seller has delivered a certificate to the Legal Title Transferee or Security Trustee that the occurrence of such event does not impact the designation as a ‘simple, transparent and standardised’ securitisation (within the meaning of the UK Securitisation Regulation); and (2) be subject to such amendment as the Legal Title Transferee Seller may direct require so long as the Seller delivers a certificate to the Security Trustee that the amendment of such event does not impact the designation as a ‘simple, transparent and standardised’ securitisation (a) all accounts, books and records which show all transactions, payments, receipts and proceedings and (b) within the Title Deeds, in respect meaning of the Loans and their Related Security comprising the PortfolioUK Securitisation Regulation).
6.3 6.2 For the avoidance of doubt, prior to the completion of the assignment assignment, assignation, or transfer (as appropriate) of any Loan and its Related Security to the Issuer pursuant to Clause 6.26.1, with effect from the Closing Date, Date relating to that Loan and its Related Security legal title to each Loan and its Related Security in the Portfolio shall be vested in the Seller and sole beneficial title and interest thereto shall be vested in the Issuer. Prior to perfection of the transfer of the legal title to Loans and their Related Security pursuant to this Clause 6, the Seller undertakes (to the extent that any of the following is vested in it) to hold all right, title, interest and benefit (both present and future) in and under (a) the Loans and their Related Security, following the acquisition of such Loans and their Related Security by the Issuer and (b) any sums that are or may become due in respect thereof, on trust for the Issuer (excluding from such trust any Loans and their Related Security which have been repurchased by the Seller).) and in particular in terms of the relevant Scottish Declaration of Trust as applicable to Scottish Loans.
6.4 Prior to the transfer of legal title to any Loan and its Related Security to the Issuer, the Seller shall hold such legal title, insofar as it relates to such Loan and its Related Security, as bare nominee on trust for the Issuer absolutely.
6.5 6.3 Perfection of the transfer transfer, assignation and assignment in accordance with Clause 6.2 of:6.1 of:
(a) the English Mortgages in the Portfolio shall be effected by means of a transfer in the form of the relevant Land Registry Transfer set out in Part 1 (Seller Registered Transfer) of Schedule 2 (Register of Transfers);
(b) the Scottish Mortgages in the Portfolio shall be effected by means of:
(i) an SLR Transfer in the case of Mortgages over Properties title to which is registered in the Land Register of Scotland (substantially in the form set out in Part 1 (Seller SLR Transfer) of Schedule 3 (Scottish Transfers)) with the schedule thereto duly completed;
(ii) a Sasine Transfer, in the case of Mortgages over Properties title to which is recorded in the General Register of Sasines (substantially in the form set out in Part 3 (Seller Sasine Transfer) of Schedule 3 (Scottish Transfers)) with the schedule thereto duly completed;
(c) the Northern Irish Mortgages in the Portfolio shall be effected by means of:
(i) a Transfer of Charges in the case of Mortgages over Properties title to which is registered in the Land Register of Northern Ireland (substantially in the form set out in Part 1 (Seller Transfer of Charges) of Schedule 4 (Northern Irish Transfers)) with the schedule thereto duly completed;
(ii) a Conveyance and Assignment in the case of Mortgages over Properties title to which is recorded in the Registry of Deeds in Belfast (substantially in the form set out in Part 3 (Seller Conveyance and Assignment) in Schedule 4 (Northern Irish Transfers) with the schedule thereto duly completed; and
(d) the Loans and their relevant Related Security shall be effected through notification to the relevant Borrowers and/or guarantors and/or insurers or other relevant third parties of the sale and transfer or assignment or assignation of the relevant Loans and their Related Security, Security, and, in each case, notice shall be given to each Borrower or any other relevant person of the sale and transfer of that Borrower's Loan and its Related Security to the Issuer and the charge by the Issuer of the Issuer's interest in that XxxxxxxxBorrower's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge.Charge.
6.6 6.4 Perfection of the transfer of other Related Security comprised in the Portfolio not catered for in Clause 6.5 6.3 (including in respect of any Mortgage over unregistered land), shall be in such form as the Issuer and the Security Trustee may require.require.
6.7 6.5 Prior to perfection pursuant to Clause 6.26.1, the Issuer and the Security Trustee will not:not:
(a) submit or require the submission of any notice, form, request or application to, or pay any fee for the registration or recording of, or the noting of any interest at the Land Charges Department of the Land Registry Registry, the Registers of Scotland or the Registers of Northern Ireland in relation to, to the Issuer's or Security Trustee's interests in the Portfolio;
(b) give or require the giving of any notice to any Borrower or any other relevant person of (i) the sale or transfer of that XxxxxxxxBorrower's Loan and its Related Security to the Issuer Issuer, the declaration of the Scottish Declaration of Trust, or (ii) the charge by the Issuer of the Issuer's interest in that XxxxxxxxBorrower's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge;Charge;
(c) send or require to be sent to any solicitor, licensed or (in Scotland) qualified conveyancer or other person who has acted on behalf of the Seller in respect of any Mortgage with respect to which the Seller has not received a complete set of the Title Deeds, a letter or other communication requiring such solicitor, licensed or (in Scotland) qualified conveyancer or other person to hold such documents to the order of the Issuer or the Security Trustee (as the case may be); or
(d) take any other step or action analogous to those in paragraphs (a) to (c) above.
6.8 6.6 Within twenty twenty-five (25) Business Days following perfection of the assignments assignments, assignations or transfers contemplated by this Agreement pursuant to Clause 6.26.1, the Seller will do all of the acts, matters or things (including, for the avoidance of doubt, those acts, matters and things referred to in Clauses 6.5 and 6.6Clause 6.5) as the Security Trustee or the Issuer requiresrequires the Seller to do, including completing registration formalities, providing a bulk transfer of Direct Debit Mandates direct debit mandates and, in the case of all Borrowers who do not make payment under the Direct Debiting Schemeby direct debit, ensuring that all Borrowers will be instructed to make all payments under the Loans directly to the Deposit GIC Account or such replacement bank account as the Security Trustee or the Issuer requires in order to give effect to the terms of the assignments and assignations contemplated in this Agreement., including without limitation completing all registration formalities.
6.9 6.7 The Seller shall indemnify on demand, each of the Issuer and the Security Trustee from and against any and all costs, fees and expenses (including including, without limitation, legal fees and expenses and any Irrecoverable applicable VAT thereon) which may be properly incurred by the Issuer and/or the Security Trustee and by reason of the doing of any act, matter or thing in order to perfect legal title to the Loans and their Related Security (where entitled to do so under this Clause 6) but excluding any such costs, fees and expenses incurred in connection with the transfer of the Whole Legal Title including those relating to the Legal Title Transferee following the exercise discharge of the Call Option by the Option Holder any charges in accordance with the terms favour of the Deed Polla third party which have not been postponed to a Further Advance.
6.10 6.8 The Issuer (subject to the prior written consent of the Security Trustee) shall, as soon as reasonably practicable following receipt of notification to it, or its agents, of completion of the registration or recording of the transfer of all of the relevant Mortgages comprised in the Portfolio and other acts required to perfect the transfer of the relevant Loans and their Related Security comprising the Portfolio to the IssuerSecurity, give notice thereof to the Seller and with such notice return the Seller Power of Attorney.
6.11 In addition to the above, on or before the 20th Business Day after any Perfection Event occurs, the Seller shall deliver to the Issuer, (a) a duly executed assignment of the Third Party Buildings Policies substantially in the form set out in Schedule 6 (Assignment of Third Party Buildings Policies); (b) a duly executed assignment of the Insurance Policies substantially in the form set out in Schedule 7 (Assignment of Insurance Policies); and (c) a duly executed assignment of rights against third parties comprised in the Portfolio and substantially in the forms set out in Schedule 5 (Assignment of Third Party Rights).Attorney.
Appears in 1 contract
Samples: Mortgage Sale Agreement
PERFECTION OF THE SALE. 6.1 The Seller shall notify the Issuer and the Security Trustee that a Perfection Event (other than a Perfection Event under paragraph (d)
7.1 Completion of that definition) has occurred promptly after it becomes aware transfer by way of the same.
6.2 In assignment or, in the case of Scottish Loans and their Related Security, completion of transfer by way of assignment assignation, of the legal title of the Loans and their Related Security to the Issuer will be completed on or before the 20th Business Day after any Perfection Event occurs. If the earliest to occur of the following:
(a) the Seller being required to perfect legal title to the Loans and their Related Security are sold pursuant to Security:
(i) by an order of a court of competent jurisdiction;
(ii) by a regulatory authority which has jurisdiction over the exercise Seller; or
(iii) by any organisation of the Call Option, the Issuer or (if at the time the Call Option is exercised the Issuer does not hold the Whole Legal Title) which the Seller is a member or whose members c omprise, but are not necessarily limited to, mortgage lenders with whose instructions it is customary for the Seller to comply; or
(if applicable), upon receipt of a direction from the Issuer and at the sole cost and expense of the Issuer, shall promptly transfer the Whole Legal Title in b) it becoming necessary by law to perfect legal title to the Loans and their Related Security; or
(c) the security under the Deed of Charge or any material part of that security being, in the opinion of the Security comprising Trustee, in jeopardy and the Portfolio Security Trustee being required by the Note Trustee (on behalf of the Noteholders) so long as any Notes are outstanding or the other Secured Creditors if no Notes are then outstanding to take action to reduce that jeopardy; or
(d) the Seller calling for perfection by serving notice in writing to that effect on the Issuer and the Security Trustee;
(e) the occurrence of a Seller Insolvency Event;
(f) the Seller is in breach of its obligations under the Mortgage Sale Agreement, but only if: (i) such breach, where capable of remedy, is not remedied to the Legal Title Transferee andreasonable satisfaction of the Issuer (prior to the delivery of a Note Acceleration Notice) or the opinion of the Security Trustee acting on the instructions of the Note Trustee (after the delivery of a Note Acceleration Notice) within 90 calendar days; and (ii) Moody’s and/or Fitch shall have provided confirmation that the then current ratings of the Notes will be withdrawn, upon completion downgraded or qualified as a result of such transferbreach; or
(g) if the Seller (on the advice of YBS) determines, deliver as at any date, that the CET1 Ratio of YBS has fallen below 7.00 %, provided that the provisions of paragraphs (f) and/or (g) shall (1) not apply if the Seller has delivered a certificate to the Legal Title Transferee or Security Trustee that the occurrence of such event does not impac t the designation as a ‘simple, transparent and standardised’ securitisation (within the meaning of the Securitisation Regulation); and (2) be subject to such amendment as the Legal Title Transferee Seller may direct require so long as the Seller delivers a certificate to the Security Trustee that the amendment of such event does not impact the designation as a ‘simple, transparent and standardised’ securitisation (a) all accounts, books and records which show all transactions, payments, receipts and proceedings and (b) within the Title Deeds, in respect meaning of the Loans and their Related Security comprising the PortfolioSecuritisation Regulation).
6.3 7.2 For the avoidance of doubt, prior to the completion of the assignment assignment, assignation, or transfer (as appropriate) of any Loan and its Related Security to the Issuer pursuant to Clause 6.27. 1, with w ith effect from the Closing Date (or in respect of Additional Loans, the relevant Further Sale Date, ) relating to that Loan and its Related Security legal title to each Loan and its Related Security in the Portfolio shall be vested in the Seller and sole beneficial title and interest thereto shall be vested in the Issuer. Prior to perfection of the transfer of the legal title to Loans and their Related Security pursuant to this Clause 67, the Seller undertakes (to the extent that any of the following is vested in it) to hold all right, title, interest and benefit (both present and future) in and under (a) the Loans and their Related SecuritySec urity, following the acquisition of such Loans and their Related Security by the Issuer and (b) any sums that are or may become due in respect thereof, on trust for the Issuer (excluding from such trust trus t any Loans and their Related Security which have been repurchased by the Seller)) and in particular in terms of the relevant Scottish Declaration of Trust as applicable to Scottish Loans.
6.4 Prior to the transfer of legal title to any Loan and its Related Security to the Issuer, the Seller shall hold such legal title, insofar as it relates to such Loan and its Related Security, as bare nominee on trust for the Issuer absolutely.
6.5 7.3 Perfection of the transfer transfer, assignation and assignment in accordance with Clause 6.2 7.1 of:
(a) the English Mortgages in the Portfolio shall be effected by means of a transfer in the form of the relevant Land Registry Transfer set out in Part 1 (Seller Registered Transfer) of Schedule 2 (Register of Transfers);
(b) the Scottish Mortgages in the Portfolio shall be effected by means of:
(i) an SLR Transfer in the case of Mortgages over Properties title to which is registered in the Land Register of Scotland (substantially in the form set out in Part 1 (Seller SLR Transfer) of Schedule 3 (Scottish Transfers)) with the schedule thereto duly completed;
(ii) a Sasine Transfer, in the case of Mortgages over Properties title to which is recorded in the General Register of Sasines (substantially in the form set out in Part 3 (Seller Sasine Transfer) of Schedule 3 (Scottish Transfers)) with the schedule thereto duly completed; and
(c) the Loans and their relevant Related Security shall be effected through notification to the relevant Borrowers and/or guarantors and/or insurers or other relevant third parties of the sale and transfer or assignment or assignation of the relevant Loans and their Related Security, and, in each case, notice shall be given to each Borrower or any other relevant person of the sale and transfer of that Xxxxxxxx's Loan and its Related Security to the Issuer and the charge by the Issuer of the Issuer's interest in that Xxxxxxxx's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge.
6.6 7.4 Perfection of the transfer of other Related Security comprised in the Portfolio not catered for in Clause 6.5 7.3 (including in respect of any Mortgage over unregistered land), shall be in such suc h form as the Issuer and the Security Trustee may require.require.
6.7 7.5 Prior to perfection pursuant to Clause 6.27.1, the Issuer and the Security Trustee will not:
(a) submit or require the submission of any notice, form, request or application to, or pay any fee for the registration or recording of, or the noting of any interest at the Land Charges Department of the Land Registry or the Registers of Scotland in relation to, to the Issuer's or Security Trustee's interests in the Portfolio;
(b) give or require the giving of any notice to any Borrower or any other relevant person of (i) the sale or transfer of that Xxxxxxxx's Loan and its Related Security to the Issuer Issuer, the declaration of the Scottish Declaration of Trust, or (ii) the charge by the Issuer of the Issuer's interest in that Xxxxxxxx's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge;
(c) send or require to be sent to any solicitor, licensed or (in Scotland) qualified conveyancer or other person who has acted on behalf of the Seller in respect of any Mortgage with respect to which the Seller has not received a complete set of the Title Deeds, a letter or other communication requiring such solicitor, licensed conveyancer or (in Scotland) qualified conveyanc er or other person to hold such documents to the order of the Issuer or the Security Trustee (as the case may be); or
(d) take any other step or action analogous to those in paragraphs (a) to (c) above.
6.8 7.6 Within twenty twenty-five (25) Business Days following perfection of the assignments assignments, assignations or transfers contemplated by this Agreement pursuant to Clause 6.27.1, the Seller will do all of the actsac ts , matters or things (including, for the avoidance of doubt, those acts, matters and things referred to in Clauses 6.5 and 6.6Clause 7.5) as the Security Trustee or the Issuer requiresrequires the Seller to do, including completing registration formalities, providing a bulk transfer of Direct Debit Mandates direct debit mandates and, in the case of all Borrowers who do not make payment under the Direct Debiting Schemeby direct debit, ensuring that all Borrowers will be instructed to make all payments under the Loans directly to the Deposit GIC Account or such replacement bank account as the Security Trustee or the Issuer requires in order to give effect to the terms of the assignments and assignations contemplated in this Agreement, including without limitation completing all registration formalities.
6.9 7.7 The Seller shall indemnify on demand, each of the Issuer and the Security Trustee from and against any and all costs, fees and expenses (including including, without limitation, legal fees and expenses and any Irrecoverable applicable VAT thereon) which may be properly incurred by the Issuer and/or the Security Trustee and by reason of the doing of any act, matter or thing in order to perfect legal title to the Loans and their Related Security (where entitled to do so under this Clause 67) but excluding any such costs, fees and expenses incurred in connection with the transfer of the Whole Legal Title including those relating to the Legal Title Transferee following the exercise discharge of the Call Option by the Option Holder any charges in accordance with the terms favour of the Deed Polla third party which have not been postponed to a Further Advance.
6.10 7.8 The Issuer (subject to the prior written consent of the Security Trustee) shall, as soon as reasonably practicable following receipt of notification to it, or its agents, of completion of the registration or recording of the transfer of all of the relevant Mortgages comprised in the Portfolio and other acts required to perfect the transfer of the relevant Loans and their Related Security comprising the Portfolio to the IssuerSecurity, give notice thereof to the Seller and with such notice return the Seller Power of Attorney.
6.11 In addition to the above, on or before the 20th Business Day after any Perfection Event occurs, the Seller shall deliver to the Issuer, (a) a duly executed assignment of the Third Party Buildings Policies substantially in the form set out in Schedule 6 (Assignment of Third Party Buildings Policies); (b) a duly executed assignment of the Insurance Policies substantially in the form set out in Schedule 7 (Assignment of Insurance Policies); and (c) a duly executed assignment of rights against third parties comprised in the Portfolio and substantially in the forms set out in Schedule 5 (Assignment of Third Party Rights).
Appears in 1 contract
Samples: Mortgage Sale Agreement
PERFECTION OF THE SALE. 6.1 The Seller shall notify the Issuer and the Security Trustee that a Perfection Event (other than a Perfection Event under paragraph (d) of that definition) has occurred promptly after it becomes aware of the same.
6.2 In the case of Loans and their Related Security, completion 7.1 Completion of transfer by way of assignment or assignation (as appropriate) of the legal title of the Loans and their Related Security (or, where specified below, the Selected Loans and their Related Security) to the Issuer LLP will be completed on or before the 20th Business Day after the later of the Effective Date and the earliest to occur of the following:
(a) either (i) the occurrence of an Issuer Event of Default under Condition 9(a)(i) to (vi) and service on the Issuer of an Issuer Acceleration Notice and the service on the LLP of a Notice to Pay; or (ii) if the Bond Trustee has previously served on the Issuer an Issuer Acceleration Notice and served on the LLP a Notice to Pay in respect of an Issuer Event of Default under Condition 9(a)(vii), then the occurrence of any Perfection other Issuer Event occurs. If of Default;
(b) a written direction is received by the Issuer from the FCA requiring the transfer of all of the engagements or the business of the Issuer to another entity in circumstances where the rights of borrowing members of the Issuer will cease (provided that, where approval of the transfer is required by the FCA or required by applicable law from members of the Society, such approval is obtained);
(c) in respect of Selected Loans only, at the request of the LLP following the acceptance of any offer to sell the Selected Loans and their Related Security are sold pursuant to any person who is not the exercise of the Call Option, the Issuer or Seller;
(if at the time the Call Option is exercised the Issuer does not hold the Whole Legal Titled) the Seller and/or the LLP being required: (if applicable), upon receipt i) by law; (ii) by an order of a direction from court of competent jurisdiction; or (iii) by a regulatory authority which has jurisdiction over the Issuer Seller or (iv) by any organisation of which the Seller is a member, or whose members comprise, but are not necessarily limited to, mortgage lenders and at with whose instructions it is customary for the sole cost and expense of the IssuerSeller to comply, shall promptly transfer the Whole Legal Title in the Loans and their Related Security comprising the Portfolio to perfect legal title to the Legal Title Transferee Loans; and, upon completion
(e) the Seller requesting a transfer by way of such transfer, deliver assignment or assignation (as appropriate) by giving notice in writing to the Legal Title Transferee or as LLP and the Legal Title Transferee may direct (a) all accounts, books and records which show all transactions, payments, receipts and proceedings and (b) the Title Deeds, in respect of the Loans and their Related Security comprising the PortfolioTrustee.
6.3 7.2 For the avoidance of doubt, prior to the completion of the assignment assignment, assignation or transfer (as appropriate) of any Loan and its Related Security to the Issuer LLP pursuant to Clause 6.27.1, with effect from the Closing Date, relevant Transfer Date relating to that Loan and its Related Security legal title to each Loan and its Related Security in the Portfolio shall be vested in the Seller and sole beneficial title and interest thereto shall be vested in the IssuerLLP (pursuant, in the case of each Scottish Loan and its Related Security in the Portfolio, to the relevant Scottish Declaration of Trust). Prior to perfection of the transfer of the legal title to Loans and their Related Security pursuant to this Clause 67 (Perfection of the Sale), the Seller undertakes (to the extent that any of the following is vested in it) to hold (in relation to the Scottish Loans in the Portfolio, pursuant to the relevant Scottish Declaration of Trust) all right, title, interest and benefit (both present and future) in and under (a) the Loans and their Related Security, following the acquisition sale of such Loans and their Related Security by to the Issuer LLP and (b) any sums that are or may become due in respect thereof, on trust for the Issuer LLP (excluding from such trust any Loans and their Related Security which have been repurchased by the Seller).
6.4 Prior to the transfer of legal title to any Loan and its Related Security to the Issuer, the Seller shall hold such legal title, insofar as it relates to such Loan and its Related Security, as bare nominee on trust for the Issuer absolutely.
6.5 7.3 Perfection of the transfer and assignment and, where applicable, assignations in accordance with Clause 6.2 7.1 of:
(a) the English Mortgages in the Portfolio shall be effected by means of a transfer in the form of the relevant Land Registry Transfer set out in Part 1 (Seller Registered Transfer) of Schedule 2 (Register of Transfers);
(b) the Loans and their Related Security Scottish Mortgages in the Portfolio shall be effected through notification to the relevant Borrowers and/or guarantors and/or insurers or other relevant third parties by means of the sale execution and transfer or assignment delivery of the relevant Loans and their Related Security, and, in each case, notice shall be given to each Borrower or any other relevant person of the charge by the Issuer of the Issuer's interest in that Xxxxxxxx's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge.
6.6 Perfection of the transfer of other Related Security comprised an assignation in the Portfolio not catered for in Clause 6.5 (including in respect of any Mortgage over unregistered land), shall be in such form as the Issuer and the Security Trustee may require.
6.7 Prior to perfection pursuant to Clause 6.2, the Issuer and the Security Trustee will not:
(a) submit or require the submission of any notice, form, request or application to, or pay any fee for the registration or recording of, or the noting of any interest at the Land Charges Department of the Land Registry in relation to, the Issuer's or Security Trustee's interests in the Portfolio;
(b) give or require the giving of any notice to any Borrower or any other relevant person of : (i) the sale or transfer of that Xxxxxxxx's Loan and its Related Security to the Issuer or (ii) the charge by the Issuer of the Issuer's interest in that Xxxxxxxx's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge;
(c) send or require to be sent to any solicitor, licensed conveyancer or other person who has acted on behalf of the a Seller in respect of any Mortgage with respect to which the Seller has not received a complete set of the Title Deeds, a letter or other communication requiring such solicitor, licensed conveyancer or other person to hold such documents to the order of the Issuer or the Security Trustee (as the case may be); or
(d) take any other step or action analogous to those in paragraphs (a) to (c) above.
6.8 Within twenty five (25) Business Days following perfection of the assignments or transfers contemplated by this Agreement pursuant to Clause 6.2, the Seller will do all of the acts, matters or things (including, for the avoidance of doubt, those acts, matters and things referred to in Clauses 6.5 and 6.6) as the Security Trustee or the Issuer requires, including completing registration formalities, providing a bulk transfer of Direct Debit Mandates andSLR Transfer, in the case of all Borrowers who do not make payment under the Direct Debiting Scheme, ensuring that all Borrowers will be instructed to make all payments under the Loans directly to the Deposit Account or such replacement bank account as the Security Trustee or the Issuer requires in order to give effect to the terms of the assignments contemplated in this Agreement.
6.9 The Seller shall indemnify on demand, each of the Issuer and the Security Trustee from and against any and all costs, fees and expenses (including legal fees and expenses and any Irrecoverable VAT thereon) which may be properly incurred by the Issuer and/or the Security Trustee and by reason of the doing of any act, matter or thing in order to perfect legal title to the Loans and their Related Security (where entitled to do so under this Clause 6) but excluding any such costs, fees and expenses incurred in connection with the transfer of the Whole Legal Title to the Legal Title Transferee following the exercise of the Call Option by the Option Holder in accordance with the terms of the Deed Poll.
6.10 The Issuer (subject to the prior written consent of the Security Trustee) shall, as soon as reasonably practicable following receipt of notification to it, or its agents, of completion of the registration or recording of the transfer of all of the relevant Scottish Mortgages comprised in the Portfolio and other acts required title to perfect the transfer of the relevant Loans and their Related Security comprising the Portfolio to the Issuer, give notice thereof to the Seller and with such notice return the Seller Power of Attorney.
6.11 In addition to the above, on or before the 20th Business Day after any Perfection Event occurs, the Seller shall deliver to the Issuer, (a) a duly executed assignment of the Third Party Buildings Policies substantially which is registered in the form set out in Schedule 6 (Assignment Land Register of Third Party Buildings Policies)Scotland; (b) a duly executed assignment of the Insurance Policies substantially in the form set out in Schedule 7 (Assignment of Insurance Policies); and (c) a duly executed assignment of rights against third parties comprised in the Portfolio and substantially in the forms set out in Schedule 5 (Assignment of Third Party Rights).and/or
Appears in 1 contract
Samples: Mortgage Sale Agreement
PERFECTION OF THE SALE. 6.1 The Seller shall notify the Issuer and the Security Trustee that a Perfection Event (other than a Perfection Event under paragraph (d) 7.1 Completion of that definition) has occurred promptly after it becomes aware transfer by way of the same.
6.2 In assignment or, in the case of Scottish Loans and their Related Security, completion of transfer by way of assignment assignation, of the legal title of the Loans and their Related Security to the Issuer will be completed on or before the 20th Business Day after any Perfection Event occurs. If the earliest to occur of the following:
(a) the Seller being required to perfect legal title to the Loans and their Related Security are sold pursuant to Security:
(i) by an order of a court of competent jurisdiction;
(ii) by a regulatory authority which has jurisdiction over the exercise Seller; or
(iii) by any organisation of the Call Option, the Issuer or (if at the time the Call Option is exercised the Issuer does not hold the Whole Legal Title) which the Seller is a member or whose members comprise, but are not necessarily limited to, mortgage lenders with whose instructions it is customary for the Seller to comply; or
(if applicable), upon receipt of a direction from the Issuer and at the sole cost and expense of the Issuer, shall promptly transfer the Whole Legal Title in b) it becoming necessary by law to perfect legal title to the Loans and their Related Security comprising the Portfolio to the Legal Title Transferee and, upon completion of such transfer, deliver to the Legal Title Transferee or as the Legal Title Transferee may direct Security; or
(a) all accounts, books and records which show all transactions, payments, receipts and proceedings and (bc) the Title Deedssecurity under the Deed of Charge or any material part of that security being, in respect the opinion of the Loans Security Trustee, in jeopardy and their Related the Security comprising Trustee being required by the PortfolioNote Trustee (on behalf of the Noteholders) so long as any Notes are outstanding or the other Secured Creditors if no Notes are then outstanding to take action to reduce that jeopardy; or
(d) the Seller calling for perfection by serving notice in writing to that effect on the Issuer and the Security Trustee; or
(e) the occurrence of a Seller Insolvency Event.
6.3 7.2 For the avoidance of doubt, prior to the completion of the assignment assignment, assignation, or transfer (as appropriate) of any Loan and its Related Security to the Issuer pursuant to Clause 6.27.1, with effect from the Closing Date (or in respect of Additional Loans, the relevant Further Sale Date, ) relating to that Loan and its Related Security legal title to each Loan and its Related Security in the Portfolio shall be vested in the Seller and sole beneficial title and interest thereto shall be vested in the Issuer. Prior to perfection of the transfer of the legal title to Loans and their Related Security pursuant to this Clause 67, the Seller undertakes (to the extent that any of the following is vested in it) to hold all right, title, interest and benefit (both present and future) in and under (a) the Loans and their Related Security, following the acquisition of such Loans and their Related Security by the Issuer and (b) any sums that are or may become due in respect thereof, on trust for the Issuer (excluding from such trust any Loans and their Related Security which have been repurchased by the Seller)) and in particular in terms of the relevant Scottish Declaration of Trust as applicable to Scottish Loans.
6.4 Prior to the transfer of legal title to any Loan and its Related Security to the Issuer, the Seller shall hold such legal title, insofar as it relates to such Loan and its Related Security, as bare nominee on trust for the Issuer absolutely.
6.5 7.3 Perfection of the transfer transfer, assignation and assignment in accordance with Clause 6.2 7.1 of:
(a) the English Mortgages in the Portfolio shall be effected by means of a transfer in the form of the relevant Land Registry Transfer set out in Part 1 (Seller Registered Transfer) of Schedule 2 (Register of Transfers);
(b) the Scottish Mortgages in the Portfolio shall be effected by means of:
(i) an SLR Transfer in the case of Mortgages over Properties title to which is registered in the Land Register of Scotland (substantially in the form set out in Part 1 of Schedule 3) with the schedule thereto duly completed;
(ii) a Sasine Transfer, in the case of Mortgages over Properties title to which is recorded in the General Register of Sasines (substantially in the form set out in Part 3 of Schedule 3) with the schedule thereto duly completed; and
(c) the Loans and their relevant Related Security shall be effected through notification to the relevant Borrowers and/or guarantors and/or insurers or other relevant third parties of the sale and transfer or assignment or assignation of the relevant Loans and their Related Security, and, in each case, notice shall be given to each Borrower or any other relevant person of the sale and transfer of that Xxxxxxxx's Loan and its Related Security to the Issuer and the charge by the Issuer of the Issuer's interest in that Xxxxxxxx's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge.
6.6 7.4 Perfection of the transfer of other Related Security comprised in the Portfolio not catered for in Clause 6.5 7.3 (including in respect of any Mortgage over unregistered land), shall be in such form as the Issuer and the Security Trustee may require.
6.7 7.5 Prior to perfection pursuant to Clause 6.27.1, the Issuer and the Security Trustee will not:
(a) submit or require the submission of any notice, form, request or application to, or pay any fee for the registration or recording of, or the noting of any interest at the Land Charges Department of the Land Registry or the Registers of Scotland in relation to, to the Issuer's or Security Trustee's interests in the Portfolio;
(b) give or require the giving of any notice to any Borrower or any other relevant person of (i) the sale or transfer of that Xxxxxxxx's Loan and its Related Security to the Issuer Issuer, the declaration of the Scottish Declaration of Trust, or (ii) the charge by the Issuer of the Issuer's interest in that Xxxxxxxx's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge;
(c) send or require to be sent to any solicitor, licensed or (in Scotland) qualified conveyancer or other person who has acted on behalf of the Seller in respect of any Mortgage with respect to which the Seller has not received a complete set of the Title Deeds, a letter or other communication requiring such solicitor, licensed or (in Scotland) qualified conveyancer or other person to hold such documents to the order of the Issuer or the Security Trustee (as the case may be); or
(d) take any other step or action analogous to those in paragraphs (a) to (c) above.
6.8 7.6 Within twenty twenty-five (25) Business Days following perfection of the assignments assignments, assignations or transfers contemplated by this Agreement pursuant to Clause 6.27.1, the Seller will do all of the acts, matters or things (including, for the avoidance of doubt, those acts, matters and things referred to in Clauses 6.5 and 6.6Clause 7.5) as the Security Trustee or the Issuer requiresrequires the Seller to do, including completing registration formalities, providing a bulk transfer of Direct Debit Mandates direct debit mandates and, in the case of all Borrowers who do not make payment under the Direct Debiting Schemeby direct debit, ensuring that all Borrowers will be instructed to make all payments under the Loans directly to the Deposit GIC Account or such replacement bank account as the Security Trustee or the Issuer requires in order to give effect to the terms of the assignments and assignations contemplated in this Agreement, including without limitation completing all registration formalities.
6.9 7.7 The Seller shall indemnify on demand, each of the Issuer and the Security Trustee from and against any and all costs, fees and expenses (including including, without limitation, legal fees and expenses and any Irrecoverable applicable VAT thereon) which may be properly incurred by the Issuer and/or the Security Trustee and by reason of the doing of any act, matter or thing in order to perfect legal title to the Loans and their Related Security (where entitled to do so under this Clause 67) but excluding any such costs, fees and expenses incurred in connection with the transfer of the Whole Legal Title including those relating to the Legal Title Transferee following the exercise discharge of the Call Option by the Option Holder any charges in accordance with the terms favour of the Deed Polla third party which have not been postponed to a Further Advance.
6.10 7.8 The Issuer (subject to the prior written consent of the Security Trustee) shall, as soon as reasonably practicable following receipt of notification to it, or its agents, of completion of the registration or recording of the transfer of all of the relevant Mortgages comprised in the Portfolio and other acts required to perfect the transfer of the relevant Loans and their Related Security comprising the Portfolio to the IssuerSecurity, give notice thereof to the Seller and with such notice return the Seller Power of Attorney.
6.11 In addition to the above, on or before the 20th Business Day after any Perfection Event occurs, the Seller shall deliver to the Issuer, (a) a duly executed assignment of the Third Party Buildings Policies substantially in the form set out in Schedule 6 (Assignment of Third Party Buildings Policies); (b) a duly executed assignment of the Insurance Policies substantially in the form set out in Schedule 7 (Assignment of Insurance Policies); and (c) a duly executed assignment of rights against third parties comprised in the Portfolio and substantially in the forms set out in Schedule 5 (Assignment of Third Party Rights).
Appears in 1 contract
Samples: Mortgage Sale Agreement
PERFECTION OF THE SALE. 6.1 The Seller shall notify the Issuer and the Security Trustee that a Perfection Event (other than a Perfection Event under paragraph (d) of that definition) has occurred promptly after it becomes aware of the same.
6.2 In the case of Loans and their Related Security, completion Completion of transfer by way of assignment of the legal title of the Loans and their Related Security to the Issuer will be completed on or before the 20th Business Day after any Perfection Event occurs. If the earliest to occur of the following:
(a) the Seller being required to perfect legal title to the Loans and their Related Security are sold pursuant to Security:
(i) by an order of a court of competent jurisdiction;
(ii) by a regulatory authority which has jurisdiction over the exercise Seller; or
(iii) by any organisation of the Call Option, the Issuer or (if at the time the Call Option is exercised the Issuer does not hold the Whole Legal Title) which the Seller is a member or whose members comprise, but are not necessarily limited to, mortgage lenders with whose instructions it is customary for the Seller to comply; or
(if applicable), upon receipt of a direction from the Issuer and at the sole cost and expense of the Issuer, shall promptly transfer the Whole Legal Title in b) it becoming necessary by law to perfect legal title to the Loans and their Related Security comprising the Portfolio to the Legal Title Transferee and, upon completion of such transfer, deliver to the Legal Title Transferee or as the Legal Title Transferee may direct Security; or
(a) all accounts, books and records which show all transactions, payments, receipts and proceedings and (bc) the Title Deedssecurity under the Deed of Charge or any material part of that security being, in respect the opinion of the Loans Security Trustee, in jeopardy and their Related the Security comprising Trustee being required by the PortfolioNote Trustee (on behalf of the Noteholders) so long as any Notes are outstanding or the other Secured Creditors if no Notes are then outstanding to take action to reduce that jeopardy; or
(d) the Seller calling for perfection by serving notice in writing to that effect on the Issuer and the Security Trustee; or
(e) the occurrence of a Seller Insolvency Event.
6.3 6.2 For the avoidance of doubt, prior to the completion of the assignment assignment, or transfer (as appropriate) of any Loan and its Related Security to the Issuer pursuant to Clause 6.26.1, with effect from the Closing Date, Date relating to that Loan and its Related Security legal title to each Loan and its Related Security in the Portfolio shall be vested in the Seller and sole beneficial title and interest thereto shall be vested in the Issuer. Prior to perfection of the transfer of the legal title to Loans and their Related Security pursuant to this Clause 6, the Seller undertakes (to the extent that any of the following is vested in it) to hold all right, title, interest and benefit (both present and future) in and under (a) the Loans and their Related Security, following the acquisition of such Loans and their Related Security by the Issuer and (b) any sums that are or may become due in respect thereof, on trust for the Issuer (excluding from such trust any Loans and their Related Security which have been repurchased by the Seller).
6.4 Prior to the transfer of legal title to any Loan and its Related Security to the Issuer, the Seller shall hold such legal title, insofar as it relates to such Loan and its Related Security, as bare nominee on trust for the Issuer absolutely.
6.5 6.3 Perfection of the transfer and assignment in accordance with Clause 6.2 6.1 of:
(a) the Mortgages in the Portfolio shall be effected by means of a transfer in the form of the relevant Land Registry Transfer set out in Part 1 (Seller Registered Transfer) of Schedule 2 (Register of Transfers);; and
(b) the Loans and their relevant Related Security shall be effected through notification to the relevant Borrowers and/or guarantors and/or insurers or other relevant third parties of the sale and transfer or assignment or assignation of the relevant Loans and their Related Security, and, in each case, notice shall be given to each Borrower or any other relevant person of the sale and transfer of that Borrower's Loan and its Related Security to the Issuer and the charge by the Issuer of the Issuer's interest in that XxxxxxxxBorrower's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge.
6.6 6.4 Perfection of the transfer of other Related Security comprised in the Portfolio not catered for in Clause 6.5 6.3 (including in respect of any Mortgage over unregistered land), shall be in such form as the Issuer and the Security Trustee may require.
6.7 6.5 Prior to perfection pursuant to Clause 6.26.1, the Issuer and the Security Trustee will not:
(a) submit or require the submission of any notice, form, request or application to, or pay any fee for the registration or recording of, or the noting of any interest at the Land Charges Department of the Land Registry in relation to, to the Issuer's or Security Trustee's interests in the Portfolio;
(b) give or require the giving of any notice to any Borrower or any other relevant person of (i) the sale or transfer of that XxxxxxxxBorrower's Loan and its Related Security to the Issuer Issuer, or (ii) the charge by the Issuer of the Issuer's interest in that XxxxxxxxBorrower's Loan and its Related Security to the Security Trustee pursuant to the Deed of Charge;
(c) send or require to be sent to any solicitor, licensed conveyancer or other person who has acted on behalf of the Seller in respect of any Mortgage with respect to which the Seller has not received a complete set of the Title Deeds, a letter or other communication requiring such solicitor, licensed conveyancer conveyance or other person to hold such documents to the order of the Issuer or the Security Trustee (as the case may be); or
(d) take any other step or action analogous to those in paragraphs (a) to (c) above.
6.8 6.6 Within twenty twenty-five (25) Business Days following perfection of the assignments or transfers contemplated by this Agreement pursuant to Clause 6.26.1, the Seller will do all of the acts, matters or things (including, for the avoidance of doubt, those acts, matters and things referred to in Clauses 6.5 and 6.6Clause 6.5) as the Security Trustee or the Issuer requiresrequires the Seller to do, including completing registration formalities, providing a bulk transfer of Direct Debit Mandates direct debit mandates and, in the case of all Borrowers who do not make payment under the Direct Debiting Schemeby direct debit, ensuring that all Borrowers will be instructed to make all payments under the Loans directly to the Deposit GIC Account or such replacement bank account as the Security Trustee or the Issuer requires in order to give effect to the terms of the assignments contemplated in this Agreement, including without limitation completing all registration formalities.
6.9 6.7 The Seller shall indemnify on demand, each of the Issuer and the Security Trustee from and against any and all costs, fees and expenses (including including, without limitation, legal fees and expenses and any Irrecoverable applicable VAT thereon) which may be properly incurred by the Issuer and/or the Security Trustee and by reason of the doing of any act, matter or thing in order to perfect legal title to the Loans and their Related Security (where entitled to do so under this Clause 6) but excluding any such costs, fees and expenses incurred in connection with the transfer of the Whole Legal Title including those relating to the Legal Title Transferee following the exercise discharge of the Call Option by the Option Holder any charges in accordance with the terms favour of the Deed Polla third party which have not been postponed to a Further Advance.
6.10 6.8 The Issuer (subject to the prior written consent of the Security Trustee) shall, as soon as reasonably practicable following receipt of notification to it, or its agents, of completion of the registration or recording of the transfer of all of the relevant Mortgages comprised in the Portfolio and other acts required to perfect the transfer of the relevant Loans and their Related Security comprising the Portfolio to the IssuerSecurity, give notice thereof to the Seller and with such notice return the Seller Power of Attorney.
6.11 In addition to the above, on or before the 20th Business Day after any Perfection Event occurs, the Seller shall deliver to the Issuer, (a) a duly executed assignment of the Third Party Buildings Policies substantially in the form set out in Schedule 6 (Assignment of Third Party Buildings Policies); (b) a duly executed assignment of the Insurance Policies substantially in the form set out in Schedule 7 (Assignment of Insurance Policies); and (c) a duly executed assignment of rights against third parties comprised in the Portfolio and substantially in the forms set out in Schedule 5 (Assignment of Third Party Rights).
Appears in 1 contract
Samples: Mortgage Sale Agreement
