EXHIBIT 4.3
EXECUTION COPY XXXXX & XXXXX
XXXXX & XXXXX LLP
AMENDED AND RESTATED
MORTGAGE SALE AGREEMENT
HALIFAX PLC
as Seller and one of the Beneficiaries
and
PERMANENT FUNDING (NO. 1) LIMITED
as Funding 1 and one of the Beneficiaries
and
PERMANENT MORTGAGES TRUSTEE LIMITED
as Mortgages Trustee
and
THE BANK OF NEW YORK
as Security Trustee
22nd June, 2005
CONTENTS
CLAUSE PAGE
1. Definitions and Construction...........................................2
2. Sale and Purchase of Initial Portfolio.................................3
3. Initial Closing Date...................................................3
4. Sale and Purchase of New Portfolios....................................5
5. Trust of Monies...................................................... 10
6. Completion of the Transfer of Loans...................................11
7. Undertakings..........................................................12
8. Warranties and Repurchase by the Seller...............................15
9. Other Warranties..................................................... 18
10. Further Assurance.....................................................19
11. Consequences of Breach................................................19
12. Subordination.........................................................19
13. Non-Merger............................................................19
14. No Agency or Partnership..............................................20
15. Payments..............................................................20
16. Waiver and Variation..................................................20
17. Notices...............................................................20
18. Assignment............................................................21
19. Change of Security Trustee............................................21
20. Not Used..............................................................21
21. Third Party Rights....................................................21
22. Governing Law.........................................................22
SCHEDULE
1. Representations and Warranties........................................23
2. Registered Transfer...................................................31
3. Unregistered Transfer.................................................32
4. Lending Criteria......................................................35
5. Power of Attorney in favour of Funding 1, the Mortgages Trustee and
the Security Trustee..................................................39
6. Loan Repurchase Notice................................................42
7. Assignment of Third Party Rights......................................44
8. Assignment of Halifax Mortgage Re Limited MIG Policies................47
9. Halifax Mortgage Re Limited MIG Policies Assignment notice............51
10. Insurance Endorsement.................................................52
11. Insurance Acknowledgements............................................54
12. New Portfolio Notice..................................................58
13. Forms of Scottish Transfer............................................60
14. Forms of Scottish Transfer............................................63
15. Form of Scottish Declaration of Trust.................................66
16. Form of Memorandum of Release.........................................73
17. Re-Assignment of MIG Policies.........................................74
18. Halifax Mortgage Re Limited MIG Policies Re-Assignment Notice.........78
APPENDIX
Part 1 Initial Portfolio........................................83
Part 2 Standard Documentation...................................84
THIS AMENDED AND RESTATED MORTGAGE SALE AGREEMENT is made on 22nd June, 2005
BETWEEN:
(1) HALIFAX PLC (registered number 02367076), a public limited company
incorporated under the laws of England and Wales, whose registered
office is at Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxxxxxxx XX0 0XX (acting in
its capacities as the SELLER and one of the BENEFICIARIES);
(2) PERMANENT FUNDING (NO. 1) LIMITED (registered number 4267660), a private
limited company incorporated under the laws of England and Wales, whose
registered office is at 00 Xxxxx Xx. Xxxxx'x, Xxxxxx XX0X 0XX (acting in
its capacities as FUNDING 1 and one of the BENEFICIARIES);
(3) PERMANENT MORTGAGES TRUSTEE LIMITED (registered number 83116), a private
limited company incorporated under the laws of Jersey, Channel Islands,
whose registered office is at 00 Xxxxxxxxx, Xx Xxxxxx, Xxxxxx XX0 0XX,
Channel Islands (acting in its capacity as the MORTGAGES TRUSTEE); and
(4) THE BANK OF NEW YORK, a New York banking corporation, acting through its
offices at 00xx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX (acting in its
capacity as SECURITY TRUSTEE, which expression shall include such
company and all other persons or companies for the time being acting as
security trustee (or co-trustee) pursuant to the terms of the Funding 1
Deed of Charge).
WHEREAS:
(A) The Seller carries on the business of, inter alia, originating mortgage
loans to individual borrowers secured on residential properties in
England, Wales or Scotland.
(B) The Seller has sold to the Mortgages Trustee certain of the above
mentioned mortgage loans together with the benefit of their related
security on the terms and subject to the conditions set out in the
Mortgage Sale Agreement (as amended and/or restated by this Agreement
and from time to time, the MORTGAGE SALE AGREEMENT).
(C) The Mortgages Trustee holds all of the above mentioned mortgage loans as
bare trustee for the Beneficiaries upon, with and subject to the trusts,
powers and provisions of the Mortgages Trust Deed (as amended and/or
restated from time to time, the MORTGAGES TRUST DEED).
(D) On 12th March, 2004 the parties to the Mortgage Sale Agreement agreed to
amend the terms of the Mortgage Sale Agreement as set out in an Amended
and Restated Mortgage Sale Agreement of the same date and the Seller
sold a new portfolio of mortgage loans to the Mortgages Trustee on 12th
March, 2004 on such amended terms.
(E) On 22nd July, 2004 the parties to the Mortgage Sale Agreement agreed to
amend the terms of the Mortgage Sale Agreement as set out in an Amended
and Restated Mortgage Sale Agreement of the same date and the Seller
sold a new portfolio of mortgage loans to the Mortgages Trustee on 22nd
July, 2004 on such amended terms.
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(F) On 18th November, 2004 the parties to the Mortgage Sale Agreement agreed
to amend the terms of the Mortgage Sale Agreement as set out in an
Amended and Restated Mortgage Sale Agreement of the same date and the
Seller sold a new portfolio of mortgage loans to the Mortgages Trustee
on 18th November, 2004 on such amended terms.
(G) On 23rd March, 2005 the parties to the Mortgage Sale Agreement agreed to
amend the terms of the Mortgage Sale Agreement as set out in an Amended
and Restated Mortgage Sale Agreement of the same date and the Seller
sold a new portfolio of mortgage loans to the Mortgages Trustee on 23rd
March, 2005 on such amended terms.
(H) The parties to the Mortgage Sale Agreement have agreed to amend and
restate the terms of the Mortgage Sale Agreement as set out herein and
the Seller may sell new portfolios of mortgage loans and their related
security to the Mortgages Trustee on such amended terms.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND CONSTRUCTION
1.1 The amended and restated master definitions and construction schedule
signed by, amongst others, the parties to this Deed and dated 22nd June,
2005 (as the same may be amended, varied or supplemented from time to
time with the consent of the parties to this Agreement) (the MASTER
DEFINITIONS AND CONSTRUCTION SCHEDULE) is expressly and specifically
incorporated into this Agreement and, accordingly, the expressions
defined in the Master Definitions and Construction Schedule (as so
amended, varied or supplemented from time to time) shall, except where
the context otherwise requires and save where otherwise defined herein,
have the same meanings in this Agreement, including the Recitals hereto
and this Agreement shall be construed in accordance with the
interpretation provisions set out in CLAUSE 2 of the Master Definitions
and Construction Schedule.
1.2 Any reference in this Agreement to any discretion, power, right, duty or
obligation on the part of the Mortgages Trustee shall be as exercised by
the Mortgages Trustee subject in each case to the provisions of CLAUSE
16.2 of the Mortgages Trust Deed.
1.3 For the purposes of Section 2 of the Law of Property (Miscellaneous
Provisions) Xxx 0000, the terms of the Transaction Documents are, so far
as applicable, incorporated herein.
1.4 The Initial Portfolio contained as Part 1 of the Exhibit to this
Agreement and any schedule of New Loans attached to any New Portfolio
Notice may be provided in a document stored upon electronic media
(including, but not limited to, a CD-ROM) in a form acceptable to the
Mortgages Trustee, the Security Trustee and Funding 1 (each acting
reasonably).
1.5 This Agreement amends and restates the Mortgage Sale Agreement made on
the 14th June, 2002 as amended and restated on the 6th March, 2003, 25th
November, 2003, 12th March, 2004, 22nd July, 2004, 18th November, 2004
and 23rd March, 2005 (the PRINCIPAL AGREEMENT). As of the date of this
Agreement, any future rights or obligations (excluding such obligations
accrued to the date of this Agreement) of a party under the Principal
Agreement shall be extinguished and shall instead be governed by this
Agreement.
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2. SALE AND PURCHASE OF INITIAL PORTFOLIO
2.1 Subject to CLAUSE 2.2, in consideration of the Purchase Price (which
shall be paid in accordance with CLAUSE 3.3) and the covenant of the
Mortgages Trustee to hold the Trust Property upon trust, with and
subject to all the trusts, powers and provisions of the Mortgages Trust
Deed, the Seller hereby agrees to sell to the Mortgages Trustee with
full title guarantee, the Initial Portfolio on the Initial Closing Date.
2.2 The obligation of the Seller under CLAUSE 2.1 shall be subject to and
conditional upon:
(a) the issue by the First Issuer of the Issuer Notes on the Initial
Closing Date and the borrowing by Funding 1 of the Term Advances
under the First Issuer Intercompany Loan Agreement;
(b) the constitution of the Mortgages Trust on or prior to the
Initial Closing Date; and
(c) the Transaction Documents in existence on the Initial Closing
Date having been executed and delivered by the parties thereto
on or before the Initial Closing Date.
2.3 The sale of the Portfolio shall not include any obligation to pay any
Delayed Cashbacks, Home Cash Reserve Drawings or Flexible Loan Drawings
(if any), which obligation shall at all times, and notwithstanding the
sale of the Portfolio, remain an obligation of the Seller.
3. INITIAL CLOSING DATE
3.1 (a) A meeting shall take place at 11 a.m. on the Initial Closing
Date at the offices of Xxxxx & Xxxxx LLP, Xxx Xxx Xxxxxx, Xxxxxx
XX0X 0XX or such other time or offices as the parties may agree
at which the Seller shall deliver to the Security Trustee or its
representative the following documents:
(i) two originals of the power of attorney dated as at the
Initial Closing Date and substantially in the form set
out in SCHEDULE 5 hereto, duly executed by the Seller;
(ii) a certified copy of each of the duly executed Insurance
Acknowledgements;
(iii) a certified copy of each of the duly executed Insurance
Endorsements;
(iv) a duly executed assignment of the Halifax Mortgage Re
Limited MIG Policies to the extent that they relate to
the Mortgages comprised in the Initial Portfolio from
the Seller to the Mortgages Trustee and a certified copy
of a notice (the original of which shall be served by
the Seller by courier or by special delivery) of such
assignment from the Seller to HBOS Insurance (PCC)
Guernsey Limited dated as at the Initial Closing Date
and in the form (mutatis mutandis) set out in SCHEDULE 8
and SCHEDULE 10 hereto respectively and a certified copy
of consent to assignment of the Halifax Mortgage Re
Limited MIG Policies (or acknowledgement that the
Mortgages Trustee will be an insured in respect of the
Initial Portfolio under the Halifax Mortgage Re Limited
MIG Policies following such assignment) from HBOS
Insurance (PCC) Guernsey Limited in such form as HBOS
Insurance (PCC) Guernsey Limited reasonably requires;
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(v) a certificate of a duly authorised officer of the Seller
dated as at the Initial Closing Date attaching a copy of
the board minute of the Seller authorising its
duly appointed representatives to agree the sale of the
Portfolio and authorising execution and performance of
this Agreement, the Servicing Agreement, the other
Transaction Documents to which the Seller is a party (in
any capacity) and all of the documentation to be entered
into pursuant to this Agreement and confirming that the
resolutions referred to therein are in full force and
effect and have not been amended or rescinded as at the
date of the certificate;
(vi) a duly executed assignment of rights against third
parties comprised in the Initial Portfolio dated as at
the Initial Closing Date and in the form of the
Assignment of Third Party Rights; and
(vii) a solvency certificate from an authorised signatory of
the Seller dated the Initial Closing Date in a form
acceptable to the Mortgages Trustee, Funding 1 and the
Security Trustee (each acting reasonably).
(b) The parties hereto acknowledge that completion on the Initial
Closing Date of the sale to the Mortgages Trustee of all of the
Seller's right, title, interest and benefit in and to the
Initial Portfolio subject to the terms and provisions of the
Mortgages Trust Deed shall occur as indicated in this CLAUSE 3,
provided that the matters described in CLAUSES 6.2, 6.3, 6.4 and
6.5 shall not occur until the relevant time indicated in CLAUSE
6 or, as applicable, CLAUSE 7.4.
3.2 The Seller undertakes that from the Initial Closing Date until the
perfection of the assignment or assignation (as appropriate) in
accordance with CLAUSES 6.2, 6.3, 6.4 and 6.5, the Seller shall hold the
Title Deeds and Customer Files relating to the Portfolio that are in its
possession or under its control or held to its order to the order of the
Mortgages Trustee or as the Mortgages Trustee shall otherwise direct.
3.3 Subject to fulfilment of the conditions referred to in CLAUSES 2.2 and
3, the Seller shall be paid the Purchase Price by telegraphic transfer
by Funding 1 on the Initial Closing Date.
3.4 The Seller shall provide all reasonable co-operation to the Mortgages
Trustee, Funding 1 and the Security Trustee to enable them to carry out
their respective duties and enforce their rights under the Transaction
Documents. Without prejudice to the generality of the foregoing, the
Seller shall:
(a) upon reasonable prior notice and during normal office hours,
permit the Mortgages Trustee, Funding 1, the Security Trustee
and their authorised employees and agents and other persons
nominated by the Security Trustee and approved by the Seller
(such approval not to be unreasonably withheld or delayed), to
review the Customer Files and the Title Deeds in relation to the
Portfolio (subject to such person(s) agreeing to keep the same
confidential but provided that disclosure shall be permitted to
the professional advisors and auditors of the party to whom such
disclosure is made and/or to the extent that such disclosure is
required by law or for the purpose of any judicial or other
proceedings); and/or
(b) give promptly all such information and explanations relating to
the Loans and their Related Security as the Mortgages Trustee,
Funding 1 or the Security Trustee may
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reasonably request (including a list of the Loans and their
Related Security in the Portfolio along with details of the
location of the Title Deeds relating thereto),
provided that prior to completion in accordance with CLAUSE 6, the
Seller shall be under no obligation to provide any information or
documentation to any person other than the Mortgages Trustee and/or the
Security Trustee or their respective employees and/or professional
advisors or allow such person access to the Customer Files or Title
Deeds if to do so would result in a breach of the applicable Mortgage
Terms or the Data Protection Xxx 0000.
4. SALE AND PURCHASE OF NEW PORTFOLIOS
4.1 Subject to fulfilment of the conditions set out in CLAUSES 2.2, 3.1, 4.2
(or as applicable, 4.3) and 4.4 and the restriction set out in CLAUSE
2.3, if the Seller shall, at any time and from time to time serve a
properly completed New Portfolio Notice on the Mortgages Trustee and
Funding 1 with a copy to the Security Trustee (such service to be in the
Seller's sole discretion), the Seller agrees that on the date for
completion of the sale specified in such New Portfolio Notice the Seller
shall sell with full title guarantee (or in relation to rights and
assets situated in or governed by the law of Scotland with absolute
warrandice) to the Mortgages Trustee the relevant New Portfolio.
4.2 The conditions to be met as at each Sale Date are:
(a) no event of default under the Transaction Documents shall have
occurred which is continuing as at the relevant Sale Date;
(b) the Principal Deficiency Ledger shall not have a debit balance
as at the most recent Funding 1 Interest Payment Date after
applying all Funding 1 Available Revenue Receipts on that
Funding 1 Interest Payment Date;
(c) the Mortgages Trustee is not aware that the purchase of the New
Portfolio on the relevant Sale Date would adversely affect the
then current rating by the Rating Agencies of the Notes (or any
of them);
(d) as at the relevant Sale Date, the Seller has not received any
notice that the short term, unsecured, unguaranteed and
unsubordinated debt obligations of the Seller are not rated at
least P-1 by Xxxxx'x, A-1 by S&P and F1 by Fitch at the time of,
and immediately following, the sale of the New Loans to the
Mortgages Trustee;
(e) as at the relevant Sale Date, the aggregate Outstanding
Principal Balance of the Loans in the Mortgages Trust, in
respect of which the aggregate amount in arrears is more than
three times the Monthly Payment then due, is less than 5 per
cent. of the aggregate Outstanding Principal Balance of the
Loans in the Mortgages Trust;
(f) except where Funding 1 pays amounts to the Seller in
consideration of New Loans to be sold to the Mortgages Trustee,
the aggregate Outstanding Principal Balance (excluding Arrears
of Interest) of New Loans transferred in any one Interest Period
must not exceed 15 per cent. of the aggregate Outstanding
Principal Balance of Loans (excluding Arrears of Interest) in
the Mortgages Trust as at the beginning of that Interest Period;
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(g) the sale of the New Portfolio on the relevant Sale Date does not
result in the product of WAFF and WALS for the Portfolio after
such purchase calculated on the relevant Sale Date (in the same
way as for the Initial Portfolio (or as agreed by the Servicer
and the Rating Agencies from time to time)) exceeding the
product of WAFF and WALS for the Portfolio calculated on the
most recent Closing Date plus 0.25 per cent.;
(h) the yield (as calculated below) of the Loans in the Mortgages
Trust together with the yield of the New Loans to be sold to the
Mortgages Trustee on the relevant Sale Date (together for the
purposes of this paragraph, the RELEVANT LOANS) is at least 0.50
per cent. greater than Sterling-LIBOR for three-month sterling
deposits as at the previous Interest Payment Date, after taking
into account the average yield on the Loans which are
Variable Rate Loans, Tracker Rate Loans and Fixed Rate Loans and
the margins on the Funding 1 Swap(s), in each case as at the
relevant Sale Date. The yield of the Relevant Loans is to be
calculated as follows:
(AxB)+(Cx(D-E+F))+(Gx(H+I))
---------------------------
J
where,
(A) = the Outstanding Principal Balance, on the
relevant Sale Date, of the Relevant Loans which
are Fixed Rate Loans;
(B) = the interest rate receivable by Funding 1 under
the Funding 1 FixedFloating Rate Swap as at the
relevant Sale Date;
(C) = the Outstanding Principal Balance, on the
relevant Sale Date, of the Relevant Loans which
are Variable Rate Loans;
(D) = the weighted average Variable Base Rate of the
Relevant Loans which are Variable Rate Loans on
the relevant Sale Date;
(E) = the Variable Rate Swap SVR for the Relevant
Loans which are Variable Rate Loans on the
relevant Sale Date;
(F) = the interest rate receivable by Funding 1 under
the Funding 1 Variable Rate Swap as at the
relevant Sale Date;
(G) = the Outstanding Principal Balance, on the
relevant Sale Date, of the Relevant Loans which
are Tracker Rate Loans;
(H) = the interest rate receivable by Funding 1 under
the Tracker Rate Swap as at the relevant Sale
Date;
(I) = the weighted average margin of the Relevant
Loans which are Tracker Rate Loans over or under
the Bank of England Repo Rate on the relevant
Sale Date;
(J) = the Outstanding Principal Balance of the
Relevant Loans on the relevant Sale Date;
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(i) the sale of the New Loans on the relevant Sale Date does not
result in the loan-to-value ratio of the Loans and the New Loans
after application of the LTV Test on the relevant Sale Date
exceeding the loan-to-value ratio (based on the LTV Test) of
Loans in the Portfolio on the most recent Closing Date plus 0.25
per cent.;
(j) the sale of the New Loans on the relevant Sale Date does not
result in Loans (other than Fixed Rate Loans) which after taking
into account the Funding 1 Swap will yield less than
Sterling-LIBOR plus 0.50 per cent. as at the relevant Sale Date
and that have more than 2 years remaining on their
incentive period accounting for more than 15 per cent. of the
aggregate Outstanding Principal Balance of all Loans comprising
the Trust Property;
(k) the sale of the New Loans on the relevant Sale Date does not
result in the Fixed Rate Loans which have more than 1 year
remaining on their incentive period accounting for more than 50
per cent. of the aggregate Outstanding Principal Balance of
Loans comprised in the Trust Property;
(l) no sale of the New Loans may occur, if, as at the relevant Sale
Date, the Step-up Date in respect of any Note issued after 1st
January, 2003 and still outstanding has been reached and such
Note has not been redeemed in full. For the avoidance of doubt,
this prohibition on the sale of New Loans to the
Mortgages Trustee shall remain in effect only for so long as any
such Note remains outstanding and, upon its redemption, the sale
of New Loans to the Mortgages Trustee may be resumed in
accordance with the terms of this Agreement;
(m) as at the Sale Date, the adjusted General Reserve Fund is equal
to or greater than the General Reserve Fund Threshold;
(n) if the sale of New Loans includes the sale of New Loan Types to
the Mortgages Trustee, the Security Trustee has received written
confirmation from each of the Rating Agencies that such New Loan
Types may be sold and assigned to the Mortgages Trustee and that
such sale of New Loan Types would not have an adverse effect on
the then current ratings of the Notes;
(o) the Funding 1 Swap Agreement has been modified as required (or,
if appropriate, Funding 1 has entered into a new swap agreement)
to hedge against the interest rates payable in respect of such
New Loans and the floating rate of interest payable on the
Issuer Intercompany Loan; and
(p) no Trigger Event has occurred on or before the relevant Sale
Date.
In this CLAUSE 4.2 references to any Monthly Payment due at any date
means the Monthly Payment payable in respect of the month in which that
date falls.
4.3 The obligations of the Seller under CLAUSE 4.1 shall be subject to and
conditional upon no Insolvency Event having occurred which is continuing
as at the relevant Sale Date.
4.4 Subject to fulfilment of the conditions referred to in CLAUSES 4.2, 4.3,
4.4, 4.5 and 4.6, the consideration to be provided to the Seller for the
sale and assignment of the New Portfolio to the Mortgages Trustee on a
Sale Date shall be the aggregate of:
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(a) the payment by Funding 1 to the Seller by telegraphic transfer
on the relevant Sale Date of the proceeds of any New
Intercompany Loan advanced to Funding 1 by a New Issuer; and/or
(b) the covenant of the Mortgages Trustee to hold the Trust Property
on trust for the Seller (as to the Seller Share) and Funding 1
(as to the Funding 1 Share) pursuant to the terms of the
Mortgages Trust Deed.
4.5 (a) On the date of the sale of the relevant New Portfolio the Seller
shall deliver to the Security Trustee or its representative the
following documents:
(i) on the date of the first sale of a relevant New
Portfolio including Scottish Loans:
(A) two originals of the power of attorney dated as
at the Sale Date and substantially in the form
set out in SCHEDULE 5 hereof duly executed by
the Seller;
(B) a certified copy of each of the duly executed
Insurance Acknowledgements; and
(C) a certified copy of each of the duly executed
Insurance Endorsements;
(ii) a duly executed assignment of the Halifax Mortgage Re
Limited MIG Policies to the extent that they relate to
the Mortgages comprised in the relevant New Portfolio
from the Seller to the Mortgages Trustee and a certified
copy of a notice (the original of which shall be served
by the Seller by courier or by special delivery) of such
assignment from the Seller to HBOS Insurance (PCC)
Guernsey Limited dated as of the relevant Assignment
Date and in the form (mutatis mutandis) set out in
SCHEDULE 8 and SCHEDULE 10 hereof respectively and a
certified copy of consent to assignment of the Halifax
Mortgage Re Limited MIG policies (or acknowledgement
that the Mortgages Trustee will be an insured under the
Halifax Mortgage Re Limited MIG Policies following the
assignment) from HBOS Insurance (PCC) Guernsey Limited
in such form as HBOS Insurance (PCC) Guernsey Limited
reasonably requires;
(iii) a duly executed assignment of rights against third
parties comprised in the relevant New Portfolio dated as
at the relevant Sale Date and in the form of the
Assignment of Third Party Rights;
(iv) a certified copy of each of the duly executed Insurance
Acknowledgements;
(v) on any Sale Date that Funding 1 provides consideration
for New Loans to be sold to the Mortgages Trustee
pursuant to CLAUSE 4.4(A) above only, a certificate of a
duly authorised officer of the Seller dated as at the
relevant Sale Date attaching either (i) a copy of the
board minute referred to in CLAUSE 3.1(A)(V) or (ii) any
board minutes or considerations, notes and resolutions
of the Seller or its duly authorised delegate (as
applicable) authorising its duly appointed
representatives to agree the sale of a New Portfolio,
and
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authorising the execution and performance of the
Transaction Documents to which the Seller is party, in
each case confirming that the resolutions referred to
therein are in full force and effect and have not been
amended or rescinded as at the date of the certificate;
(vi) on any Sale Date that Funding 1 provides consideration
for New Loans to be sold to the Mortgages Trustee
pursuant to CLAUSE 4.4(A) above only, a solvency
certificate from an authorised signatory of the Seller
dated as at the relevant Sale Date; and
(vii) a Scottish Declaration of Trust in respect of any
Scottish Loans and their Related Security comprised in
the relevant New Portfolio, in the form (mutatis
mutandis) set out in SCHEDULE 15 and with the annexure
thereto duly completed, duly executed by the Seller, the
Mortgages Trustee and Funding 1.
(b) The parties hereto acknowledge that completion on each relevant
Sale Date of the sale to the Mortgages Trustee of all of the
Seller's right, title, interest and benefit in and to the
relevant New Portfolio subject to the terms and provisions of
the Mortgages Trust Deed shall occur as indicated in this CLAUSE
4 PROVIDED THAT the matters described in CLAUSES 6.6 and 6.5
shall not occur until the relevant time indicated in CLAUSE 6
or, as applicable, CLAUSE 7.5.
4.6 (a) The Seller undertakes that from the relevant Sale Date until the
perfection of the assignment or assignation (as appropriate) in
accordance with CLAUSES 6.2 and 6.5, the Seller shall hold the
Title Deeds and Customer Files relating to the New Portfolio
that are in its possession or under its control or held to its
order to the order of the Mortgages Trustee or as the Mortgages
Trustee shall direct.
(a) The Seller undertakes that within three (3) London Business Days
of the Sale Date to provide the Mortgages Trustee and the
Security Trustee with an updated, complete and accurate list of
the Loans and their Related Security which comprise the New
Portfolio which may be provided in a document stored upon
electronic media (including, but not limited to a CD-Rom) in a
form acceptable to the Mortgages Trustee and the Security
Trustee (each acting reasonably).
4.7 Prior to the earlier to occur of:
(a) a Trigger Event; and
(b) (i) if Funding 1 does not enter into a New Intercompany Loan
Agreement, the Interest Payment Date in December 2011;
or
(i) if Funding 1 does enter into New Intercompany Loan
Agreements, the latest Interest Payment Date specified
by Funding 1 by notice in writing to the Seller and the
Mortgages Trustee as applying in relation to this
covenant,
the Seller undertakes to use all reasonable endeavours to offer to sell,
in accordance with the provisions of this CLAUSE 4, to the Mortgages
Trustee and the Mortgages Trustee undertakes to use all reasonable
endeavours to acquire from the Seller and to hold pursuant to the terms
of the Mortgages Trust Deed until the earlier of the Interest Payment
Date falling in December 2011 (or such later date as may be notified by
Funding 1 to the Seller) and the
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occurrence of a Trigger Event, sufficient New Loans and their Related
Security so that the aggregate Outstanding Principal Balance of Loans in
the Portfolio during the period from and including the Eighth Issuer
Closing Date to but excluding the Funding 1 Interest Payment Date in
September 2009 is not less than (pound)31,000,000,000 (or such other
amount or amounts specified by Funding 1 in the notice referred to in
CLAUSE 4.7(B)(II) above) provided that the Seller shall not be obliged
to sell to the Mortgages Trustee, and the Mortgages Trustee shall not be
obliged to acquire, New Loans and their Related Security if in the
reasonable opinion of the Seller the sale to the Mortgages Trustee of
New Loans and their Related Security would adversely affect the business
of the Seller.
4.8 On each Sale Date that Funding 1 provides consideration for New Loans to
be sold to the Mortgages Trustee pursuant to CLAUSE 4.4(A) above, the
Beneficiaries shall appoint a firm of independent auditors to undertake
a due diligence exercise on a sample of the Customer Files relating to
the New Loans to be sold to the Mortgages Trustee on the relevant Sale
Date. The costs of such independent auditors shall be borne by the
relevant New Issuer (which shall be procured by Funding 1).
5. TRUST OF MONIES
5.1 Notwithstanding the sales effected by this Agreement, if at, or at any
other time after, the Closing Date (but prior to any repurchase in
accordance with CLAUSE 8.5) the Seller holds, or there is held to its
order, or it receives, or there is received to its order any property,
interests, rights or benefits and/or the proceeds thereof hereby agreed
to be sold, the Seller undertakes to each of the Mortgages Trustee,
Funding 1 and the Security Trustee that, subject to CLAUSE 6, it will
promptly remit, assign and/or transfer the same to the Mortgages Trustee
or, if appropriate, the Security Trustee and until it does so or to the
extent that the Seller is unable to effect such remittance, assignment,
assignation or transfer, it will hold such property, interests, rights
or benefits and/or the proceeds thereof upon trust for the Mortgages
Trustee subject at all times to the Mortgages Trust.
5.2 If at, or any time after, the Initial Closing Date the Mortgages Trustee
holds, or there is held to its order, or it receives, or there is
received to its order, any property, interests, rights or benefits
relating to:
(a) any Loan or Loans under a Mortgage Account and its Related
Security repurchased by the Seller pursuant to CLAUSE 8.5; or
(b) (without prejudice to CLAUSE 11) amounts owed by a Borrower to
the Seller which the Seller has not agreed to sell under CLAUSE
2.1,
and/or the proceeds thereof, the Mortgages Trustee undertakes to the
Seller that it will remit, assign, re-assign, retrocess or transfer the
same to the Seller, as the case may require, and until it does so or to
the extent that the Mortgages Trustee is unable to effect such
remittance, assignation, assignment, re-assignment, retrocession or
transfer, the Mortgages Trustee undertakes to hold such property,
interests, rights or benefits and/or the proceeds thereof upon trust for
the Seller as the beneficial owner thereof or as the Seller may direct
provided that the Mortgages Trustee shall not be in breach of its
obligations under this CLAUSE 5 if, having received any such monies and
paid them to third parties in error, it pays an amount equal to the
monies so paid in error to the Seller in accordance with the Servicing
Agreement.
10
6. COMPLETION OF THE TRANSFER OF LOANS
6.1 The assignments or assignations (as appropriate) contemplated by this
Agreement shall be perfected on the twentieth London Business Day after
the earliest to occur of:
(a) the service of an Intercompany Loan Acceleration Notice or a
Note Acceleration Notice in relation to any Intercompany Loan or
any Notes, respectively, of any Issuer; or
(b) the Seller being required to perfect the Mortgages Trustee's
legal title to the Mortgages, or procure any or all of the acts
referred to in this CLAUSE 6 by an order of a court of competent
jurisdiction or by any regulatory authority of which the Seller
is a member or any organisation whose members comprise (but are
not necessarily limited to) mortgage lenders and with whose
instructions it is customary for the Seller to comply; or
(c) it becoming necessary by law to do any or all of the acts
referred to in this CLAUSE 6; or
(d) the Security Trustee certifying that, in its reasonable opinion,
the property, assets and rights of Funding 1 comprised in the
security constituted by the Funding 1 Deed of Charge or any
material part thereof is/are in jeopardy and that the doing of
any or all of the acts referred to in CLAUSES 6.2 to 6.6
inclusive is necessary in order materially to reduce such
jeopardy; or
(e) unless otherwise agreed in writing by the Rating Agencies and
the Security Trustee, the termination of the Seller's role as
Servicer under the Servicing Agreement; or
(f) the Seller calling for perfection by serving notice in writing
to that effect on the Mortgages Trustee, Funding 1 and the
Security Trustee; or
(g) the date on which the Seller ceases to be assigned a long term
unsecured, unsubordinated debt obligation rating from S&P of at
least BBB- or from Xxxxx'x of at least Baa3 or from Fitch of at
least BBB-; or
(h) the occurrence of an Insolvency Event in relation to the
Seller; or
(i) the latest of the last repayment dates of the Intercompany Loans
where any Intercompany Loan has not been discharged in full.
6.2 Completion of the transfer of the English Mortgages in the Portfolio
shall be effected by:
(a) a Registered Transfer, in the case of English Mortgages over
Registered Land (in the form set out in SCHEDULE 2); and
(b) an Unregistered Transfer, in the case of English Mortgages over
Unregistered Land (in the form set out in SCHEDULE 3).
6.3 Completion of the transfer of the Scottish Mortgages in the Portfolio
shall be effected by:
11
(a) the completion and registration in the Land Register of Scotland
of an SLR Transfer (in the form set out in SCHEDULE 13), in the
case of Scottish Mortgages over Properties title to which is
registered in the Land Register of Scotland; and
(b) the completion and recording in the General Register of Sasines
of a Sasine Transfer (in the form set out in SCHEDULE 14), in
the case of Scottish Mortgages over Properties title to which is
recorded in the General Register of Sasines.
6.4 Completion of the transfer of any other matter comprised in the
Portfolio shall be effected by a transfer, conveyance or assignation in
such form as the Mortgages Trustee may reasonably require.
6.5 Subject to CLAUSE 7.5, prior to perfection pursuant to CLAUSE 6.1,
neither the Mortgages Trustee nor Funding 1 nor the Security Trustee
will:
(a) submit or require the submission of any notice, form, request or
application to or pay any fee for the registration of, or the
noting of any interest at the Land Charges Department of the
Land Registry or at the Land Registry or Registers of Scotland
in relation to, the Mortgages Trustee's and/or Funding 1's
interests in the Portfolio;
(b) give or require the giving of any notice to any Borrower of the
assignment or assignation of that Borrower's Loan and its
Related Security to the Mortgages Trustee or the charge by
Funding 1 of Funding 1's interest in that Borrower's Loan and
its Related Security to the Security Trustee pursuant to the
Funding 1 Deed of Charge; or
(c) send or require to be sent to any solicitor 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
to hold such documents to the order of the Mortgages Trustee or
the Security Trustee (as the case may be).
6.6 Within 25 London Business Days following perfection pursuant to CLAUSE
6.1, the Seller will do such of the acts or things referred to in
CLAUSES 6.2 to 6.5 as the Security Trustee or the Mortgages Trustee
requires the Seller to do.
6.7 The Seller shall indemnify each of the Mortgages Trustee, Funding 1 and
the Security Trustee from and against any and all costs, fees and
expenses (including, without limitation, legal fees and expenses and any
applicable Value Added Tax thereon) which may be incurred by the
Mortgages Trustee and/or Funding 1 and/or the Security Trustee by reason
of the doing of any act, matter or thing referred to in this CLAUSE 6
and CLAUSE 7.5.
7. UNDERTAKINGS
7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they
will at all times (or will direct the Servicer at all times to) use
reasonable endeavours to administer and enforce (and exercise their
powers and rights and perform their obligations under) the Loans
comprised in the Portfolio and their Related Security in accordance with
the Seller's Policy (for so long as it exists and thereafter in
accordance with such policies as would be applied by a Reasonable,
Prudent Mortgage Lender in the conduct of its business), provided that
if the Seller fails to comply with its obligations to repurchase any
Loan and its Related Security pursuant to CLAUSE 8.5 the Mortgages
Trustee shall be entitled to waive any Early Repayment
12
Fee in respect of such Loan and its Related Security if, in the
Mortgages Trustee's reasonable opinion, such waiver is reasonably
necessary in order to effect an interest rate change.
7.2 The Seller hereby undertakes to the Mortgages Trustee and Funding 1
that, in the event that any Borrower establishes that it has at any time
prior to the Initial Closing Date or, as the case may be, the relevant
Sale Date, paid to the Seller any amounts in excess of sums due to the
Seller as at the date of payment under the Mortgage Conditions
applicable to that Loan, the Seller will reimburse the Borrower for such
overpayment together with any interest, cost or other expense associated
therewith. The Seller further agrees to hold the Mortgages Trustee and
Funding 1 harmless against any such claims and to indemnify the
Mortgages Trustee and Funding 1 on an after Tax basis in relation to any
costs, expense, loss or other claim which may arise in connection
therewith. Any payment made by the Seller to the Mortgages Trustee and
Funding 1 in discharge of the foregoing indemnity shall be regarded as a
rebate of part of the Purchase Price of the relevant Loan.
7.3 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to
each other and to the Security Trustee that if and to the extent that
any determination shall be made by any court or other competent
authority or any ombudsman in respect of any Loan and its Related
Security that:
(a) any term which relates to the recovery of interest under the
Standard Documentation applicable to that Loan and its Related
Security is unfair; or
(b) the interest payable under any Loan is to be set by reference to
HVR 1 or HVR 2 (as applicable) (and not a rate set by the
Seller's successors or assigns or those deriving title from
them); or
(c) the variable margin above the Bank of England repo rate under
any Tracker Rate Loan must be set by the Seller (rather than by
its successors or assigns or those deriving title from them); or
(d) the interest payable under any Loan is to be set by reference to
an interest rate other than that set or purported to be set by
either the Servicer or the Mortgages Trustee as a result of the
Seller having more than one variable mortgage rate,
then, at Funding 1's direction (subject to the prior written consent of
the Security Trustee), the Mortgages Trustee will serve upon the Seller
a notice in the form of the Loan Repurchase Notice requiring the Seller
to repurchase the relevant Loan and all other Loans under the relevant
Mortgage Account and its Related Security in accordance with CLAUSE 8.5
(but in the case of a determination in respect of (b) above, only if at
any time on or after such determination, HVR 1 or HVR 2 (as applicable)
shall be below or shall fall below the standard variable rate of
interest set by such successors or assigns or those deriving title from
them).
7.4 The Seller hereby undertakes to the Mortgages Trustee, Funding 1 and the
Security Trustee that:
(a) if the long term unsecured, unsubordinated and unguaranteed debt
obligations of the Seller cease to be assigned a rating of Baa2
or higher from Xxxxx'x and BBB or higher from S&P and BBB or
higher from Fitch, the Seller shall deliver to the Mortgages
Trustee, Funding 1, the Security Trustee and the Rating Agencies
a draft
13
letter of notice to each of the Borrowers of the sale and
purchase effected by this Agreement; and
(b) if the long term unsecured, unsubordinated and unguaranteed debt
obligations of the Seller cease to be assigned a rating of Baa3
or higher from Xxxxx'x and BBB- or higher from S&P and BBB- or
higher from Fitch, then the Seller shall, within 20 London
Business Days of it becoming aware of sucha rating being
assigned, give notice of the sale and purchase effectedby this
Agreement to each Borrower.
7.5 The Seller undertakes to the Mortgages Trustee, Funding 1 and the
Security Trustee that, pending perfection under CLAUSE 6, the Seller:
(a) shall not do or omit to do any act or thing which might, in the
reasonable opinion of the Security Trustee, prejudice the
interests of the Mortgages Trustee, Funding 1and/or the Security
Trustee in the Portfolio;
(b) shall promptly notify the Mortgages Trustee, Funding 1 and the
Security Trustee in writing if it receives written notice of any
litigation or claim calling into question in any material way
the Seller's or the Mortgages Trustee's title to any Loan
comprised in the Portfolio or its Related Security orif it
becomes aware of any material breach of any of the
Representations and Warranties or other obligations under this
Agreement;
(c) shall, if reasonably required so to do by the Mortgages Trustee
or the Security Trustee, participate or join in any legal
proceedings to the extent necessary to protect preserve and
enforce the Seller's or the Mortgages Trustee's or Funding 1's
or the Security Trustee's title to or interest in any Loanor its
Related Security;
(d) shall use all reasonable endeavours to obtain as soon as
reasonably possible:
(i) the title number to each Property in respect of which a
Mortgage is registered at the Land Registry to the
extent that such title number does not appear in the
Exhibit to this Agreement (or, as the case may be, the
relevant New Portfolio Notice); and
(ii) the title number to each Property in respect of which a
Mortgage is registered in theLand Register of Scotland
to the extent that such title number does not appearin
the Exhibit to this Agreement (or, as the case may be,
the relevant New Portfolio Notice); and
(e) shall make and enforce claims under the Buildings Policies and
the Halifax Insurance Policies and hold the proceeds of such
claims on trust for the Mortgages Trustee oras the Mortgages
Trustee may direct.
7.6 The Seller hereby further undertakes to the Mortgages Trustee and
Funding 1 that itis and at all times shall remain solely responsible for
funding any Delayed Cashbacks and any Home Cash Reserve Drawings and
Flexible Loan Drawings(if any) made by a Borrower and for funding any
request for any Further Advance made by a Borrower and, for the
avoidance of doubt, neither the Mortgages Trustee nor Funding 1 will be
required to advance moneys to the Seller or to a Borrower in order to
fund such a Delayed Cashback, HomeCash Reserve
14
Drawing, Flexible Loan Drawing (if any), or Further Advance in any
circumstances whatsoever.
7.7 The Seller shall grant security powers of attorney to the Mortgages
Trustee, Funding 1 and the Security Trustee in the form set out in
SCHEDULE 5 allowing any ofthe Mortgages Trustee, Funding 1 and the
Security Trustee and their delegates from time to time (inter alia) to
set the Seller's Variable Base Rate inthe circumstances referred to in
CLAUSE 4 of the Servicing Agreement and/or following perfection pursuant
to CLAUSE 6.1 PROVIDED THAT nothing in this CLAUSE 7.7 shall prevent the
Seller (or any of its attorneys from time to time) from setting a higher
Seller's Variable Base Rate than those set or to be set or required or
to be required by the Mortgages Trustee, Funding 1 or the Security
Trustee.
8. WARRANTIES AND REPURCHASE BY THE SELLER
8.1 (a) The Seller hereby makes the Representations and Warranties:
(i) in respect of each Loan and its Related Security in the
Initial Portfolio as at thedate hereof and on the
Initial Closing Date; and
(ii) in relation to each New Loan and its Related Security in
a New Portfolio, on the dateof the service of the
relevant New Portfolio Notice and on the relevant Sale
Date.
(b) Each statement comprised in the Representations and Warranties
shall be construed as aseparate statement and (save as expressly
provided to the contrary) shall notbe limited or restricted by
reference to or inference from the termsof any other such
statement.
(c) The Seller acknowledges:
(i) that the Representations and Warranties are made with a
view to inducing the Mortgages Trustee, Funding 1 and
the Security Trustee (as the case may be) either to
enterinto this Agreement and the other Transaction
Documents to whichis a party or to agree to purchase the
New Loans and their Related Security comprised in each
New Portfolio, and
(ii) that each of the Mortgages Trustee, Funding 1 and the
Security Trustee has entered intothis Agreement and the
other Transaction Documents to which it is a party
inreliance upon the Representations and Warranties
notwithstanding any information in fact possessed or
discoverable by the Mortgages Trustee, Funding 1 and/or
the Security Trustee or otherwise disclosed to any of
them, and
(iii) that prior to entering into this Agreement and the other
Transaction Documents to whiche ach is a party neither
the Mortgages Trustee nor Funding 1 nor the
Security Trustee has made any enquiries of any matter.
8.2 The Mortgages Trustee's, Funding 1's and the Security Trustee's sole
remedy in respectof a breach of any of the Representations and
Warranties shall be to take action under this CLAUSE 8 or under CLAUSE 6
of the Mortgages Trust Deed.
15
8.3 In the event of a material breach of any of the Representations or
Warranties in respect of any Loan and/or its Related Security made under
CLAUSE 8.1 or if any of those Representations or Warranties proves to be
materially untrue as at the Initial Closing Date or, as the case may be,
the relevant Sale Date, and provided that:
(a) the Mortgages Trustee has given the Seller not less than 20
London Business Days' notice in writing (or such shorter period
of notice as may be agreed between the Mortgages Trustee and the
Seller);
(b) the Mortgages Trustee has obtained the prior written consent of
the Security Trustee; and
(c) such breach or untruth, where capable of remedy, is not remedied
to the reasonable satisfaction of Funding 1 and the Security
Trustee within the 20 London Business Days period referred to in
(a)(or such longer period as Funding 1 and the Security Trustee
may direct the Mortgages Trustee in writing),
then at Funding 1's direction (subject to the prior written consent of
the Security Trustee) the Mortgages Trustee shall serve upon the Seller
a notice in the form of the Loan Repurchase Notice requiring the Seller
to repurchase the relevant Loan and its Related Security (and any other
Loan secured or intended to be secured by that Related Security or any
part of it) in accordance with CLAUSE 8.5.
8.4 (a) If the Seller accepts an application from, or makes an offer
(which is accepted) to, a Borrower for a Further Advance or a
Home Cash Reserve Advance then (save in the case of any Loan
which is then in arrears), at Funding 1's direction (subject to
the prior written consent of the Security Trustee), the
Mortgages Trustee will serve upon the Seller a notice in the
form of the Loan Repurchase Notice requiring the Seller to
repurchase the relevant Loan and its Related Security (and any
other Loan secured or intended to be secured by that Related
Security or any part of it) in accordance with CLAUSE 8.5.
(b) If the Seller accepts an application from, or makes an offer
(which is accepted) to, a Borrower for a Product Switch and
(except as provided in paragraph (c) below) on the immediately
preceding Distribution Date, the Seller is in breach of the
conditions referred to in CLAUSES 4.2(A) to (P) inclusiveas if
references therein to NEW LOANS and NEW PORTFOLIO were
references to the Loan which would result from the
implementation of such Product Switch and as if references to
SALE DATE were references to the date when the Seller and
relevant Borrower complete such Product Switch then (save in the
case of any Loan which is then in arrears) from and including
the relevant Distribution Date to but excluding the date when
such conditions have been satisfied, at Funding 1's
direction(subject to the prior written consent of the Security
Trustee), the Mortgages Trustee will serve upon the Seller a
notice in the form ofthe Loan Repurchase Notice requiring the
Seller to repurchase the relevant Loan and its Related Security
(and any other Loan secured or intended to be secured by that
Related Security or any part of it) in accordance with CLAUSE
8.5.
(c) If the Seller accepts an application from, or makes an offer
(which is accepted) to, a Borrower for a Product Switch, the
effect of which is to extend the final maturity date of the
relevant Loan beyond June 2040 then, at Funding 1's direction
(subject to the prior written consent of the Security Trustee),
the Mortgages Trustee will serve upon
16
the Seller a notice in the form of the Loan Repurchase Notice
requiring the Seller to repurchase the relevant Loan and its
Related Security in accordance with CLAUSE 8.5 notwithstanding
that the conditions referred to in CLAUSES 4.2(A) to 4.2(P) have
been satisfied.
(d) For the avoidance of doubt, the Seller shall not accept an
application from nor make an offer (which is accepted) to a
Borrower for a Further Advance, a Home Cash Reserve Advance or a
Product Switch if the relevant Loan to which such Further
Advance, Home Cash Reserve Advance or Product Switch relates is
then in arrears subject only to such exceptions as made on a
case by case basis as would be acceptable to a Reasonable,
Prudent Mortgage Lender.
8.5 Upon receipt of a Loan Repurchase Notice duly signed on behalf of the
Mortgages Trustee, the Seller shall sign and return a duplicate copy and
shall repurchase from the Mortgages Trustee, and the Mortgages Trustee
shall re-assign or re-transfer to the Seller free from the Security
Interests created by the Funding 1 Deed of Charge and the Second
Supplemental Funding 1 Deed of Charge, the relevant Loan (and any other
Loan secured or intended to be secured by that Related Security or any
part of it) and their Related Security. Completion of such repurchase
shall take place on the Distribution Date after receipt by the Seller of
such Loan Repurchase Notice or such other date as the Mortgages Trustee
may direct in the Loan Repurchase Notice (provided that the date so
specified by the Mortgages Trustee shall not be later than 90 days after
receipt by the Seller of such notice) when the Seller shall pay to the
Mortgages Trustee GIC Account (or as the Mortgages Trustee shall direct)
an amount equal to the aggregate Outstanding Principal Balance of such
Loan or Loans and any Related Security and all Arrears of Interest and
Accrued Interest relating there to (save for the repurchase of any Loan
and its Related Security which is subject to a Further Advance, a Home
Cash Reserve Advance or a Product Switch pursuant to CLAUSE 8.4 in which
case the Seller shall pay to the Mortgages Trustee GIC Account (or as
the Mortgages Trustee shall direct) an amount equal to the aggregate
Outstanding Principal Balance of such Loan and its Related Security and
Accrued Interest relating thereto only) as at the dateof such repurchase
and the provisions of CLAUSE 8.6 shall apply.
8.6 On the date of completion of any repurchase of a Loan and its Related
Security in accordance with CLAUSE 8.5 above, the Security Trustee, the
Mortgages Trustee and Funding 1 shall at the cost of the Seller execute
and deliver, or cause their respective duly authorised attorneys to
execute and deliver, to the Seller:
(a) a memorandum of release of such Loan and its Related Security
from the security constituted by the Funding 1 Deed of Charge
and the Second Supplemental Funding 1 Deed of Charge
substantially in the form set out in SCHEDULE 16;
(b) in relation to the English Mortgages, if perfection of the
assignment to the Mortgages Trustee has occurred in accordance
with CLAUSE 6:
(i) if the relevant English Mortgage is over Registered
Land, a transfer of such Mortgage to the Seller in the
form of the Registered Transfer; or
(ii) if the relevant English Mortgage is over Unregistered
Land, a transfer of such English Mortgage to the Seller
in the form of the Unregistered Transfer;
17
(c) in relation to the Scottish Mortgages, if perfection of the
assignation to the Mortgages Trustee has occurred in accordance
with CLAUSE 6:
(i) if the relevant Scottish Mortgage is over a Property
title to which is registered in the Land Register of
Scotland, a transfer by the Mortgages Trustee in favour
of the Seller in a form substantially similar to an SLR
Transfer; and
(ii) if the relevant Scottish Mortgage is over a Property
title to which is recorded in the General Register of
Sasines, a transfer by the Mortgages Trustee in favour
of the Seller in a form substantially similar to a
Sasine Transfer;
(d) a re-assignment or retrocession (as appropriate) of the rights
of the Mortgages Trustee in respect of the relevant Related
Security and a notice of such re-assignmentor retrocession (as
appropriate) each in a form reasonably acceptable to the Seller
(which shall, in the case of the re-assignment of the MIG
Policies and notice of such re-assignment, be substantially in
the form set out in SCHEDULE 17 and SCHEDULE 18 hereto
respectively and in the case the re-assignment of rights against
third parties, be substantially in the form set out in SCHEDULE
19); and
(e) a notification to the Servicer that all further sums due in
respect of such repurchased Loan are for the Seller's account.
Upon such completion the Seller shall cease to be under any further
obligation to hold any Title Deeds or other documents relating to such
Loan or Loans and its/their Related Security to the order of the
Mortgages Trustee and if the Mortgages Trustee holds the Title Deeds it
will return them to the Seller. Any repurchase by the Seller of or in
respect of a Loan or Loans and its or their Related Security shall
constitute a discharge and release of the Seller from any claims which
the Mortgages Trustee and/or Funding 1 or the Security Trustee may have
against the Seller arising from the relevant Representation or Warranty
in relation to that Loan or Loans and its or their Related Security only
but shall not affect any rights arising from a breach of any other
express provision of this Agreement or any Representation or Warranty in
relation to any other Loan and other Related Security.
8.7 After the Seller becomes aware of any event and/or fact which may
reasonably give rise to an obligation under any clause of this Agreement
to repurchase any Loan it shall notify the Mortgages Trustee, Funding 1
and the Security Trustee in writing thereof as soon as reasonably
practicable.
8.8 The terms of this Clause 8 shall not prejudice the rights of the
Mortgages Trustee or the Beneficiaries under the Mortgages Trust Deed.
8.9 The parties to this Agreement may, with the prior written consent of the
Security Trustee, waive or amend the Representations and Warranties. In
determining whether to give its consent to the proposed waiver or
amendments to the Representations and Warranties, the Security Trustee
shall exercise its discretion in accordance with the terms of CLAUSE
25.8 of the Funding 1 Deed of Charge.
9. OTHER WARRANTIES
On the date of this Agreement, the Closing Date, and each Sale Date, the
Seller represents and warrants to each of the Mortgages Trustee, Funding
1 and the Security Trustee that:
18
(a) the Seller has not acquired or owned or possessed any rights in
any Issuer, the Mortgages Trustee or Funding 1 such that it
would CONTROL such Issuer within the meaning of Section 416 ICTA
1988; and
(b) there is not any CONNECTION (within the meaning of Section 87
Finance Act 1996) between any Issuer and any Borrower.
10. FURTHER ASSURANCE
The parties hereto agree that they will co-operate fully to do all such
further acts and things and execute any further documents that may be
necessary or desirable to give full effect to the transactions
contemplated by this Agreement (but subject always to CLAUSE 6).
11. CONSEQUENCES OF BREACH
Without prejudice to CLAUSES 7 and 8, Funding 1, the Mortgages Trustee
and the Security Trustee severally acknowledge to and agree with the
Seller, and the Security Trustee acknowledges to and agrees with Funding
1 and the Mortgages Trustee, that the Seller shall have no liability or
responsibility (whether, in either case, contractual, tortious or
delictual, express or implied) for any loss or damage for or in respect
of any breach of, or any act or omission in respect of, any of its
obligations hereunder other than loss or damage directly (and not
indirectly or consequentially) suffered by the Mortgages Trustee and/or
Funding 1 or the assets comprised in the Funding 1 Security constituted
by the Funding 1 Deed of Charge by reason of such breach, act or
omission. For this purpose (and without limiting the scope of the above
exclusion in respect of indirect or consequential loss or damage) any
loss or damage suffered by the Mortgages Trustee and/or Funding 1 or
such assets as a result of the breach, act or omission in question also
having been or given rise to an Event of Default or enforcement of the
Funding 1 Security contributed by the Funding 1 Deed of Charge shall be
treated as indirect or consequential loss or damage PROVIDED THAT this
sentence shall not apply to any direct or non-consequential loss or
damage arising from any such breach, act or omission.
12. SUBORDINATION
The Seller agrees with Funding 1, the Mortgages Trustee and the Security
Trustee that on the enforcement of any Mortgage any sums owed to the
Seller by a Borrower and which are secured under such Mortgage and the
rights and remedies of the Seller in respect of the sums owed to the
Seller shall at all times be subject and subordinated to any sums owed
to the Mortgages Trustee by the Borrower and which are secured under
such Mortgage and to the rights and remedies of the Mortgages Trustee in
respect of such sums owed to the Mortgages Trustee by the Borrower.
13. NON-MERGER
Any term of this Agreement to which effect is not given on the Initial
Closing Date or on any Sale Date (including in particular, but without
limitation, the liability of the Seller under the Representations and
Warranties and the indemnity in CLAUSE 6.7 and the provisions of CLAUSE
4) shall not merge and shall remain in full force and effect
notwithstanding the sale and purchases contemplated by this Agreement.
19
14. NO AGENCY OR PARTNERSHIP
It is hereby acknowledged and agreed by the parties that nothing in this
Agreement shall be construed as giving rise to any relationship of
agency, save as expressly provided herein, or partnership between the
parties and that in fulfilling its obligations hereunder, each party
shall be acting entirely for its own account.
15. PAYMENTS
Except as otherwise specifically provided, all payments to be made
pursuant to this Agreement shall be made in sterling in immediately
available funds without exercising or seeking to exercise any right of
set-off as may otherwise exist and shall be deemed to be made when they
are received by the payee and shall be accounted for accordingly unless
failure to receive any payment is due to an error by the payee's bank.
16. WAIVER AND VARIATION
16.1 Exercise or failure to exercise any right under this Agreement shall
not, unless otherwise herein provided, constitute a waiver of that or
any other right.
16.2 Subject to CLAUSE 25 of the Funding 1 Deed of Change any amendments to
this Agreement will be made only with the prior written consent of each
party to this Agreement.
17. NOTICES
Any notices to be given pursuant to this Agreement to any of the parties
hereto shall be in writing and shall be sufficiently served if sent by
prepaid first class post, by hand or by facsimile transmission and shall
be deemed to be given (in the case of facsimile transmission) when
despatched or (in the case of first class post) when it would be
received in the ordinary course of the post and shall be sent:
(a) in the case of the Seller: to Halifax plc, Xxxxxxx Xxxx,
Xxxxxxx, Xxxx Xxxxxxxxx XX0 2RG(LP/3/3/SEC) (facsimile number
x00 (0) 000 000 0000) for the attention of the Head of Mortgage
Securitisation with a copy to HBOS Treasury Services PLC, 00 Xxx
Xxxxx Xxxxxx, Xxxxxx XX0X 0XX (facsimile number +44 (0)20 7574
8303) for the attention of Head of Mortgage Securitisation and
Covered Bonds;
(b) in the case of Funding 1: to Permanent Funding (No. 1) Limited,
00 Xxxxx Xx. Xxxxx'x, Xxxxxx XX0X 0XX (facsimile number +44
(0)00 0000 0000) for the attention of the Secretary with a copy
to HBOS Treasury Services PLC, 00 Xxx Xxxxx Xxxxxx, Xxxxxx XX0X
0XX (facsimile number x00 (0)00 0000 0000) for the attention of
Head of Mortgage Securitisation and Covered Bonds;
(c) in the case of the Mortgages Trustee: to Permanent Mortgages
Trustee Limited, 00 Xxxxxxxxx, Xx Xxxxxx, Xxxxxx XX0 0XX,
(facsimile number x00 (0) 0000 000000) forthe attention of the
Secretary with a copy to HBOS Treasury Services PLC, 00 Xxx
Xxxxx Xxxxxx, Xxxxxx XX0X 0XX (facsimile number +44 (0)207574
8303) for the attention of Head of Mortgage Securitisation and
Covered Bonds; and
20
(d) in the case of the Security Trustee: to The Bank of Xxx Xxxx,
Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX (facsimile number + 44 (0)20
7964 6061/6399) for the attention of Global Structural Finance -
Corporate Trust,
or to such other address or facsimile number or for the attention of
such other person or entity as may from time to time be notified by any
party to the others by written notice in accordance with the provisions
of this CLAUSE 17.
18. ASSIGNMENT
18.1 Subject always to the provisions of CLAUSE 19, no party hereto shall be
entitled to assign all or any part of its rights or obligations
hereunder to any other party without the prior written consent of each
of the other parties hereto (which shall not, if requested, be
unreasonably with held) save that Funding 1 shall be entitled to assign
whether by way of security or otherwise all or any of its rights under
this Agreement without such consent to the Security Trustee pursuant to
the Funding 1 Deed of Charge and the Security Trustee may at its sole
discretion assign all or any of its rights under or in respect of this
Agreement without such consent to any successor Security Trustee in
exercise of its rights under the Funding 1 Deed of Charge.
18.2 The Seller acknowledges that on the assignment pursuant to the Funding 1
Deed of Charge by Funding 1 to the Security Trustee of Funding 1's
rights under this Agreement the Security Trustee may enforce such rights
in the Security Trustee's own name without joining Funding 1 in any such
action (which right the Seller hereby waives) and the Seller hereby
waives as against the Security Trustee any rights or equities in its
favour arising from any course of dealing between the Seller and Funding
1.
19. CHANGE OF SECURITY TRUSTEE
19.1 If there is any change in the identity of the Security Trustee in
accordance with the Funding 1 Deed of Charge, the Seller, the Mortgages
Trustee and Funding 1 shall execute such documents and take such action
as the successor Security Trustee and the outgoing Security Trustee may
reasonably require for the purpose of vesting in the successor Security
Trustee the rights and obligations of the outgoing Security Trustee
hereunder and releasing the outgoing Security Trustee from its future
obligations under this Agreement and the Seller shall give notice
thereof to the Rating Agencies.
19.2 It is hereby acknowledged and agreed that by its execution of this
Agreement the Security Trustee shall not assume or have any of the
obligations or liabilities of the Seller or Funding 1 or the Mortgages
Trustee hereunder.
20. NOT USED
21. THIRD PARTY RIGHTS
A person who is not a party to this agreement may not enforce any of its
terms under the Contracts(Rights of Third Parties) Xxx 0000.
21
22. GOVERNING LAW
22.1 This Agreement shall be governed by the laws of England (provided that
any terms of this Agreement which are particular to Scots law shall be
construed in accordance with the laws of Scotland).
22.2 Each party to this Agreement hereby irrevocably submits to the
non-exclusive jurisdiction of the English courts in any action or
proceeding arising out of or relating to this Agreement, and hereby
irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined by such courts. Each party to
this Agreement hereby irrevocably waives, to the fullest extent it may
possibly do so, any defence or claim that the English courts are an
inconvenient forum for the maintenance or hearing of such action or
proceeding. The Mortgages Trustee irrevocably appoints Structured
Finance Management Limited of 00 Xxxxx Xx. Xxxxxx Xxxxxx XX0X 0XX as its
agent for service of process.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and year first before written.
SIGNED by )
as attorney for )
HALIFAX PLC in the presence of ) _____________________________
Witness's Signature:___________________
Name: ________________________
Address: ________________________
SIGNED by )
for and on behalf of )
PERMANENT FUNDING (NO. 1) LIMITED ) _____________________________
SIGNED by )
for and on behalf of )
PERMANENT MORTGAGES )
TRUSTEE LIMITED ) _____________________________
SIGNED by )
for and on behalf of )
THE BANK OF NEW YORK ) _____________________________
22
SCHEDULE 1
REPRESENTATIONS AND WARRANTIES
1. LOANS
1.1 The particulars of the Loans set out in the Exhibit (or, as the case may
be, the relevant New Portfolio Notice and in each Scottish Declaration
of Trust) are true, complete and accurate in all material respects.
1.2 Each Loan was originated by the Seller and was originated and is
denominated in pounds sterling (or was originated and is denominated in
euro if the euro has been adopted as the lawful currency for the time
being of the United Kingdom).
1.3 Each Loan in the Portfolio as at the Eighth Issuer Closing Date was made
not earlier than 1st February, 1996 and not later than 28th February,
2005.
1.4 Each Loan matures for repayment not later than June 2040.
1.5 No Loan has an Outstanding Principal Balance of more than
(pound)500,000.
1.6 The Lending Criteria are the lending criteria applicable to the Loans
and their Related Security.
1.7 Prior to the making of each Initial Advance and Further Advance:
(a) the Lending Criteria and all preconditions to the making of any
Loan were satisfied in all material respects subject only to
such exceptions as made on a case by case basis as would be
acceptable to a Reasonable, Prudent Mortgage Lender; and
(b) the requirements of the relevant MIG Policy were met, so far as
applicable to that Loan.
1.8 (a) Each Loan was made and its Related Security taken or received
substantially on the terms of the Standard Documentation without
any material variation thereto and nothing has been done
subsequently to add to, lessen, modify or otherwise vary the
express provisions of any of the same in any material respect.
(b) The brochures, application forms, offers, offer conditions and
marketing material distributed by the Seller to the Borrower
when offering a Loan to a Borrower:
(i) do not conflict in any material respect with the terms
applicable to the relevant Loan and its Related Security
at the time that the Loan was entered into;
(ii) do not conflict with and would not prohibit or otherwise
limit the terms of, the Transaction Documents or the
matters contemplated thereby, including for the
avoidance of doubt and without limitation:
23
(A) the assignment or assignation (as appropriate)
of the Loans and their Related Security to the
Mortgages Trustee or the placing of the Loans
and their Related Security into trust;
(B) the administration of the Loans and their
Related Security by the Servicer or a delegate
or sub-contractor of the Servicer or (for as
long as the Seller and the Servicer are the same
legal entity) the appointment of a new Servicer
following the occurrence of an Insolvency Event
in relation to the Seller; and
(C) so far as the Seller is aware to the best of its
knowledge, information and belief, the ability
of the Mortgages Trustee or the Security Trustee
to set the variable rate payable under any
Variable Rate Loan independently of (and without
regard to the level of) the Seller's standard
variable rate of interest or if the Seller has
more than one standard variable rate of
interest, the relevant Seller's standard
variable rate of interest, subject to any
applicable cap on that variable rate which is
notitself linked to any rate set by the Seller
and to set the variable margin above the Bank of
England repo rate under any Tracker Rate Loan
independently of (and without regard to the
level of) any differential set by the Seller,
subject to any applicable cap on that variable
margin above the Bank of England repo rate which
is not itself linked to any margin set by the
Seller.
(c) There is no restriction on the Seller's successors and assigns
and assignees to the legal title of the Loans (including,
without limitation, the Mortgages Trustee if and when legal
title to the Loans is transferred to it) right:
(i) to set the variable rate payable under any Variable Rate
Loan independently of (and without regard to the level
of) the Seller's standard variable rate of interest or
if the Seller has more than one standard variable rate
of interest, the relevant Seller's standard variable
rate of interest, subject to any applicable cap on that
variable rate which is not itself linked to any rate set
by the Seller(subject to complying with the obligations
under the Standard Documents as to changes in interest
rates generally and so that in particular the successors
will not be able to change the interest rate following a
transfer of legal title unless the reasons for changing
the interest rate set out in the Standard Documents
apply) and provided that in relation to Loans which are
subject to HVR 2, the differential between that rate and
the Loans which are subject to HVR 1 is maintained; and
(ii) to set the variable margin above the Bank of England
repo rate under any Tracker Rate Loan independently of
(and without regard to the level of) any differential
set by the Seller, subject to any applicable cap on that
variable margin above the Bank of England repo rate
which is not itself linked to any margin set by the
Seller (subject to complying with the obligations under
the Standard Documents as to changes in margins
generally and so that in particular the successors will
not be able to change the margin following a transfer of
legal title unless the reasons for changing the margin
set out in the Standard Documents apply).
24
1.9 The Seller is under no obligation to make Further Advances (other than
Flexible Loan Drawings (if any), Delayed Cashbacks and Home Cash Reserve
Drawings) or to release retentions or to pay fees or other sums relating
to any Loan or its Related Security to any Borrower.
1.10 Each Borrower has made at least two Monthly Payments in respect of each
Loan.
1.11 Other than with respect to monthly interest payments or as provided in
paragraph 1.12 below, no Borrower is or has, since the date of the
relevant Mortgage, been in material breach of any obligation owed in
respect of the relevant Loan or under the Related Security and
accordingly no steps have been taken by the Seller to enforce any
Related Security.
1.12 The total amount of arrears of interest or principal, together with any
fees, commissions and premiums payable at the same time as such interest
payment or principal repayment, on any Loan is not on the Initial
Closing Date or the relevant Sale Date (as applicable), nor has been
during the 12 months immediately preceding the Initial Closing Date or
the relevant Sale Date (as applicable) more than the amount of the
Monthly Payment then due.
1.13 No Loan is guaranteed by a third party save where the guarantee
constitutes legal, valid and binding obligations of the guarantor
enforceable in accordance with their terms.
1.14 Each Flexible Loan was originated not earlier than 1st November, 2004
and was made under the 2004 Mortgage Conditions (2nd Edition).
1.15 Interest on each Loan is charged in accordance with the Standard
Documentation.
1.16 Interest on each Loan is payable monthly in arrear.
1.17 Each Loan and its Related Security is valid, binding and enforceable in
accordance with its terms and is non-cancellable:
(i) save in relation to any term in any Loan or in its Related
Security, in each case which is not binding by virtue of the
Unfair Terms in Consumer Contracts Regulations 1994 or (as the
case may be) the Unfair Terms in Consumer Contracts Regulations
1999; and
(ii) save in relation to any amount advanced under a Flexible Loan,
any Delayed Cashback, any Home Cash Reserve Drawing and any
other Further Advance, in each case which is not enforceable by
virtue of the Consumer Credit Xxx 0000.
To the best of the Seller's knowledge, none of the terms in any Loan or
in its Related Security is not binding by virtue of its either (i) being
unfair within the meaning of the Unfair Terms in Consumer Contracts
Regulations 1994 or (as the case may be) the Unfair Terms in Consumer
Contracts Regulations 1999 or (ii) not being compliant with the terms of
the Consumer Credit Xxx 0000. In this Warranty 1.17, reference to any
legislation shall be construed as a reference to that legislation as
amended, extended or re-enacted from time to time.
1.18 All of the Borrowers are individuals and were aged 18 years or older at
the date he or she executed the relevant Mortgage.
1.19 Not used.
25
1.20 Each loan in the relevant Portfolio is either:
(a) a Variable Rate Loan, Tracker Rate Loan or Fixed Rate Loan; or
(b) a New Loan Type which each of the Rating Agencies has confirmed
in writing may be included in the relevant New Portfolio.
2. MORTGAGES
2.1 The whole of the Outstanding Principal Balance on each Loan and any
Arrears of Interest and all Accrued Interest is secured by a Mortgage.
2.2 Each Mortgage is in the form of the pro forma contained in the Standard
Documentation which was applicable at the time the Mortgage was
executed.
2.3 Each Mortgage constitutes a valid and subsisting first charge by way of
legal mortgage or (in the case of Scottish Mortgages) first ranking
standard security over the relevant Property subject only in certain
appropriate cases to applications for registration or recording at the
Land Registry or Registers of Scotland which where requisite have been
made and are pending and in relation to such cases the Seller is not
aware of any caution, notice, inhibition or any other matter that would
prevent such registration or recording.
2.4 Each Mortgage has first priority for the whole of the Outstanding
Principal Balance on the Loan and all Arrears of Interest and Accrued
Interest there on and all future interest, fees, costs and expenses
payable under or in respect of such Mortgage.
2.5 The Seller has and will maintain, all consents, authorisations,
approvals, licences and orders, including without limitation all
authorisations under the FSM Arequirements to originate, advise upon and
administer the Loans and Mortgages.
2.6 The Seller has complied and will comply, in all material respects, with
all applicable laws and regulations, including without limitation the
FSA's rules in MCOB, in respect of its advisory activities relating to,
and the origination and administration of the Loans and Mortgages.
2.7 Each Mortgage in respect of a RTB Loan was made to a Borrower for the
purposes of exercising the right-to-buy or for another approved purpose
(save where a Deed of Postponement has been entered into by the relevant
landlord) and has (or the Seller has the evidence necessary to ensure
that the relevant Mortgage will have) priority over any statutory charge
or standard security granted in favour of the relevant landlord save in
cases where the Mortgage is originated at a time where there is no more
than one year remaining of the RTB Disposal Period or where adequate
insurance is in place.
2.8 The Seller has complied and will comply, in all material respects, with
all applicable laws and regulations including, without limitation, the
ICOB with regard to any insurance related activities in respect of the
Properties.
2.9 Each intermediary who has introduced a Loan to the Seller was, at the
time of the relevant introduction and insofar as required, registered
with the Mortgage Code Register of Intermediaries, the Mortgage Code
Compliance Board or, if the Loan was originated after 31st October 2004,
authorised by the FSA.
26
3. THE PROPERTIES
3.1 All of the Properties are in England, Wales or Scotland.
3.2 Each Property constitutes a separate dwelling unit (subject to limited
case by case exceptions) and is either freehold, leasehold or (in
Scotland) heritable or held under a long lease.
3.3 Save for children of Borrowers and children of someone living with the
Borrower, every person who, at the date upon which any English Mortgage
was granted, had attained the age of eighteen and was in or about to be
in actual occupation of the relevant Property, is either named as a
Borrower or has signed a Deed of Consent in the form of the pro forma
contained in the Standard Documentation which was applicable at the time
the Mortgage was executed.
3.4 At the date upon which any Scottish Mortgage was granted all necessary
MHA Documentation had been obtained so as to ensure that neither that
Scottish Mortgage nor the related Property is subject to or affected by
any statutory right of occupancy under the Matrimonial Homes (Family
Protection) (Scotland) Act1981.
3.5 No Property has been let otherwise than by way of:
(a) an assured shorthold tenancy which meets the requirements of
Section 19A or Section 20 of the Housing Xxx 0000; or
(b) a short assured tenancy which meets the requirements of section
32 of the Housing (Scotland) Xxx 0000; or
(c) an assured tenancy;
in each case which meets the Seller's Policy in connection with lettings
to non-owners.
3.6 No Property is the subject of a shared ownership lease arrangement or
staircase purchasing arrangement.
4. VALUERS' AND SOLICITORS' REPORTS
4.1 Not more than twelve months (or a longer period (including in the case
of an inter-group remortgage) as may be acceptable to a Reasonable,
Prudent Mortgage Lender) prior to the grant of each Mortgage (or such
longer period (including in the case of an inter-group remortgage) as
may be acceptable to a Reasonable, Prudent Mortgage Lender) the Seller
received a Valuation Report from a Valuer on the relevant Property (or
such other form of report concerning the valuation of the relevant
Property as would be acceptable to a Reasonable, Prudent Mortgage
Lender), the contents of which were such as would be acceptable to a
Reasonable, Prudent Mortgage Lender.
4.2 The principal amount of the Initial Advance (including any retention(s)
subsequently advanced to the Borrower but disregarding Capitalised
Expenses) is either:
(a) not more than 75 per cent. of the lower of the purchase price
and the appraised value of the Property as stated in the
Valuation Report referred to above in paragraph 4.1 (the
APPRAISED VALUE) (or, in case of a remortgage, of the appraised
value) of the Property; or
27
(b) greater than 75 per cent. (but not more than 97 per cent.) of
the lower of the purchase price and the appraised value (or, in
the case of a remortgage, of the appraised value), in which case
for those Loans originated prior to 1st January, 2001 only that
part of the Initial Advance which exceeds 75per cent. of the
lower of the purchase price and the appraised value(or, in the
case of a remortgage, of the appraised value) is covered under
the terms of a MIG Policy.
4.3 Prior to the taking of each Mortgage (other than a remortgage), the
Seller:
(a) instructed the Seller's solicitor, licensed conveyancer or (in
Scotland) qualified conveyancer to carry out an investigation of
title to the relevant Property and to undertake such other
searches, investigation, enquiries and other actionson behalf of
the Seller as are set out in the instructions which the Seller
issued to the relevant solicitor as are set out in:
(i) the CML's Lenders' Handbook for England and Wales in
relation to English Mortgages;
(ii) the Seller's Mortgage Practice Notes in relation to
Scottish Mortgages taken before the CML's Lenders'
Handbook for Scotland was adopted in 2000; or
(iii) the CML's Lenders' Handbook for Scotland in relation to
Scottish Mortgages taken after the CML's Lenders'
Handbook for Scotland was adopted in 2000,
(or such comparable, predecessor or successor instructions
and/or guidelines as may for the time being be in place),
subject only to such variations made on a case by case basis as
would have been acceptable to a Reasonable, Prudent Mortgage
Lender at the relevant time; or
(b) received a Certificate of Title from the solicitor or licensed
conveyancer or (in Scotland) qualified conveyancer referred to
in paragraph (a) relating to such Property the contents of which
were such as would have been acceptable to a Reasonable, Prudent
Mortgage Lender at that time.
4.4 The benefit of all Valuation Reports, any other valuation report
referred to in paragraph 4.1 and Certificates of Title which were
provided to the Seller not more than two years prior to the date of this
Agreement can be validly assigned to the Mortgages Trustee without
obtaining the consent of the relevant Valuer, solicitor or licensed
conveyancer or (in Scotland) qualified conveyancer.
5. BUILDINGS INSURANCE
5.1 Each Property is insured under:
(a) a buildings insurance policy arranged by the Borrower in
accordance with the relevant Mortgage Conditions or in
accordance with the Alternative Insurance Recommendations; or
(b) the Halifax Policies; or
(c) a Seller-introduced building insurance policy; or
28
(d) a buildings insurance policy arranged by the relevant landlord;
or
(e) the Properties in Possession Cover.
5.2 No act, event or circumstance has occurred which would adversely affect
the Properties in Possession Cover or entitle the insurers to refuse to
make payment thereunder or to reduce the amount payable in respect of
any claim thereunder.
5.3 All claims under the Properties in Possession Cover have been paid in
full within a reasonable time of the date of submission of the claim
and, save in respect of minor claims, there are no claims outstanding.
5.4 The Seller has maintained and will maintain all consents,
authorisations, approvals, licences and orders, including without
limitation all authorisations under the FSMA, to carry on any insurance
related activities in respect of the Properties.
6. MIG POLICIES
6.1 Where applicable, the MIG Policies are in full force and effect in
relation to the Initial Portfolio or, as the case may be, each New
Portfolio and all premiums thereon have been paid.
6.2 The benefit of the Halifax Mortgage Re Limited MIG Policies can be and
will have been, with effect from the Initial Closing Date or the
relevant Sale Date, as applicable, validly assigned to the Mortgages
Trustee and charged to the Security Trustee, insofar as they relate to
the Initial Portfolio or, as the case may be, each New Portfolio in each
case in the manner and to the extent contemplated by the Transaction
Documents.
6.3 To the best of the knowledge of the Seller no act, event or circumstance
has occurred which would adversely affect the MIG Policies or entitle
the insurers to refuse to make payment thereunder or to reduce the
amount payable in respect ofany claim thereunder insofar as they relate
to the Initial Portfolio or, as the case may be, each New Portfolio.
6.4 All valid claims under the MIG Policies have been paid in full within a
reasonable time of the date of submission of the claim.
7. THE SELLER'S TITLE
7.1 The Seller has good title to, and is the absolute unencumbered legal and
beneficial owner of, all property, interests, rights and benefits agreed
to be sold and/or assigned by the Seller to the Mortgages Trustee
pursuant to this Agreement free and clear of all mortgages, charges,
liens, Encumbrances, claims and equities (including, without limitation,
rights of set-off or counterclaim and unregistered or overriding
interests which fall within any of the paragraphs of schedules 1 or 3 to
the Land Registration Act 2002 (as such schedules have effect in
accordance with section 90(5) and Schedule 12 of the Land Registration
Act 2002) or Section 28(1) of the Land Registration (Scotland) Act 1979
and the Seller is not in breach of any covenant implied by reason of its
selling the Portfolio with full title guarantee or absolute warrandice
(or which would be implied if the Registered Transfers, Unregistered
Transfers or Scottish Transfers, as applicable, were completed).
7.2 All steps necessary to perfect the Seller's title to the Loans and the
Related Security were duly taken at the appropriate time or are in the
process of being taken, in each case (where
29
relevant) within any applicable priority periods or time limits for
registration with all due diligence and without undue delay.
7.3 Save for Title Deeds held at the Land Registry or Registers of Scotland,
the Title Deeds and the Customer Files relating to each of the Loans and
their Related Security are held by, or are under the control of:
(a) the Seller; or
(b) the Seller's solicitors or licensed conveyancers or (in
Scotland) qualified conveyancers to the order of the Seller,
and the Title Deeds held at the Land Registry have been sent to it with
a request that any such Title Deeds will be returned to the Seller or
its solicitors on its behalf.
7.4 Neither the entry by the Seller into this Agreement nor any transfer,
assignment, assignatio nor creation of trust contemplated by this
Agreement affects or will adversely affect any of the Loans and their
Related Security (including, without limitation, the Insurance Policies)
and the Seller may freely assign and create a trust or trusts in respect
of all its rights, title, interests and benefits therein as contemplated
in this Agreement without breaching any term or condition applying to
any of them.
7.5 The Seller has not knowingly waived or acquiesced in any breach of any
of its rights in respect of a Loan or its Related Security, other than
waivers and acquiescence such as a Reasonable, Prudent Mortgage Lender
might make on a case by case basis.
8. GENERAL
8.1 The Seller has, since the making of each Loan, kept or procured the
keeping of full and proper accounts, books and records showing clearly
all transactions, payments, receipts, proceedings and notices relating
to such Loan.
8.2 Neither the Seller nor as far as the Seller is aware any of its agents
has received written notice of any litigation, claim, dispute or
complaint (in each case, subsisting, threatened or pending) in respect
of any Borrower, Property, Loan, Related Security, Halifax Policy, MIG
Policy or Properties in Possession Cover which (if adversely determined)
might have a material adverse effect on the Trust Property or any part
of it.
8.3 The Seller has received from each Borrower a variable direct debit
instruction in favour of the Seller signed by the relevant Borrower and
addressed to its bank, variable as to the amount payable by such
Borrower by unilateral notice given from time to time by the Seller to
such Borrower's bank without further instruction or consent from such
Borrower or such other method of payment as may be acceptable to a
Reasonable, Prudent Mortgage Lender.
8.4 There are no authorisations, approvals, licences, orders, notifications
or consents required as appropriate for the Seller to enter into or to
perform the obligations under this Agreement or to render this Agreement
legal, valid, binding, enforceable and admissible in evidence.
8.5 The Insurance Acknowledgements are valid, binding and enforceable
against the relevant insurer by the Mortgages Trustee and the Security
Trustee.
30
SCHEDULE 2
REGISTERED TRANSFER
IN THE FORM OF THE LAND REGISTRY FORM TR4 AS SHOWN OVERLEAF WITH SUCH
AMENDMENTS AS THE MORTGAGES TRUSTEE MAY REASONABLY REQUIRE TO GIVE EFFECT TO
THIS AGREEMENTOR IN SUCH OTHER FORM AS THE MORTGAGES TRUSTEE MAY REASONABLY
REQUIRE TO TAKE ACCOUNT OF CHANGES IN LAW OR PRACTICE.
31
SCHEDULE 3
UNREGISTERED TRANSFER
THIS DEED OF TRANSFER OF MORTGAGES is made the day of
BY:
(1) HALIFAX PLC whose registered office is at Xxxxxxx Xxxx, Xxxxxxx, Xxxx
Xxxxxxxxx XX0 0XX (hereinafter called the TRANSFEROR) of the one part;
and
IN FAVOUR OF:
(2) PERMANENT MORTGAGES TRUSTEE LIMITED whose registered office is 00
Xxxxxxxxx, Xx Xxxxxx, Xxxxxx XX0 0XX (hereinafter called the TRANSFEREE)
of the other part.
WHEREAS:
(A) By the charges by way of legal mortgage (the MORTGAGES) brief
particulars of which areset out in the Annexure hereto the properties
brief particulars of which are similarly set out became security for the
repayment of the monies therein mentioned.
(B) By a mortgage sale agreement (as amended and/or restated from time to
time) made between, inter alia, the Transferor and the Transferee on
14th June, 2002 (as the same may be or have been amended, varied or
supplemented from time to time with the consent of the parties hereto,
the MORTGAGE SALE AGREEMENT), the Transferor agreed to sell and the
Transferee agreed to buy all right, title, interest, benefit and
obligation (both present and future) of the Transferor in and under
those Mortgages and all other mortgages in favour of the Transferor over
such properties which do not relate to registered land for the
consideration mentioned in the said Mortgage Sale Agreement.
NOW THIS DEED WITNESSETH as follows:
1. In consideration for the sums payable and other consideration indicated
under the Mortgage Sale Agreement (receipt of which is hereby
acknowledged), the Transferor hereby transfers unto the Transferee with
full title guarantee all rights, title, interests, benefits and
obligations (both present and future) of the mortgagee in and under the
Mortgages including for the avoidance of doubt:
(a) the right to demand, xxx for, recover, receive and give receipts
for all principal moneys payable or to become payable under the
relevant Mortgages or the unpaid part thereof and the interest
due or to become due thereon;
(b) the benefit of all securities for such principal moneys and
interest, the benefit of all consents to mortgage signed by
occupiers of the mortgaged properties and the benefit of and the
right to xxx on all covenants with, or vested in, the mortgagee
in relation to each Mortgage and the rights to exercise all
powers of the mortgagee in relation to each Mortgage;
32
(c) all the estate and interest in the relevant mortgaged properties
vested in the mortgagee subject to redemption or cesser; and
(d) all causes of action of the mortgagee against any person in
connection with any report, valuation, opinion, certificate,
consent to mortgage or other statement offact or opinion given
in connection with any Mortgage or affecting the decision to
make the relevant advance.
2. This Deed shall be governed by and construed in accordance with English
law.
IN WITNESS WHEREOF this document has been executed and delivered as a deed the
day and year first before written.
EXECUTED as a DEED by )
HALIFAX PLC )
acting by its attorney in )
the presence of: ) ____________________________
Witness's Signature: ____________________________
Name: ____________________________
Address: ____________________________
33
ANNEX 1
Account No. Property address Date of Mortgage Borrower
34
SCHEDULE 4
LENDING CRITERIA
LENDING CRITERIA
The Loans in the Initial Portfolio or, as the case may be, the relevant New
Portfolio were originated according to the Seller's lending policy at the
applicable time theLoan was offered. At the Eighth Issuer Closing Date the
Seller's lending policy included the criteria set out below. However, the
Seller retains the right to revise its lending policy from time to time, and so
the criteria applicable to New Loans may not be the same as those set out
below.
1. Types of Property
Properties may be either freehold, leasehold or (in Scotland) heritable
or held under a longlease. In the case of leasehold properties, the
unexpired portion of the lease must in most cases not expire earlier
than 30 years after the term of the Loan. The property must be used
solely for residential purposes (with extremely limited case by case
exceptions) and must be in sound structural condition and repair or be
capable of being put into such state. House boats, mobile homes and any
property on which buildings insurance cannot be arranged are not
acceptable. All persons who are to be legal owners of the Property on
completion of the relevant Mortgage must be Borrowers.
Mortgage applications may be accepted by the Seller on properties in:
(a) England (including the Isle of Wight and Scilly Isles);
(b) Wales (including Anglesey);
(c) Northern Ireland; and
(d) Scotland.
All properties have been valued by a valuer approved by the Seller or,
where appropriate, according to a methodology which would meet the
standards of a Reasonable, Prudent Mortgage Lender and which has been
approved by the Seller.
2. Term of Loan
There is no minimum term on home purchase Loans and the maximum term is
40 years for all loans. A repayment period for a new Further Advance
that would extend beyond the term of the original advance may also be
accepted at the Seller's discretion, subject to the following:
(a) the consent of any subsequent lender or guarantor to the Further
Advance;
(b) the Seller may in its discretion extend the period of the
original advance, provided that, in all leasehold cases, not
less than 30 years of the lease must be left unexpired at the
end of the term of the Mortgage; and
35
(c) the approval of the valuer where the valuer has previously
recommended a term which is shorter than the maximum Loan terms
referred to above.
If a Borrower requests to increase the term of the existing Loan, the
maximum term for a repayment Loan is 25 years from the date from which
the extended term is granted. However, the total term from the start
date of the account must not exceed 40 years.
If a Borrower or guarantor is already retired or a mortgage term is
requested that will take the Borrower/guarantor's term beyond the
anticipated retirement age, specific procedures must be followed by the
Seller.
3. Age of Applicant
All Borrowers must be aged 18 or over. There is no maximum age limit.
However, if the term of the Mortgage extends into retirement, the Seller
will attempt to ascertain the Borrower's anticipated income in
retirement. If the Seller determines the Borrower will not be able to
afford the Mortgage into retirement, the application will be declined.
If the Borrower is already retired, the Seller will consider the
Borrower's ability to support the Loan.
4. Loan to Value (or LTV) Ratio
The maximum original LTV ratio of Loans in the Initial Portfolio is 97
per cent. At the dateof this Agreement, for Properties of (pound)150,000
or less, the Seller may lendup to 97 per cent. of the improved valuation
of the Property (the original valuation plus the increase in value
deriving from any improvements).For Properties in excess of
(pound)150,000, the permissible LTV ratio decreases as the Loan amount
increases. The Seller will not provide Loans in excess of 100 per cent.
of the sum of the purchase price and the increase in value deriving from
any improvements.
In the case of a Property that is being purchased, value is determined
by the lower of the valuation and the purchase price. In the case of a
remortgage or Further Advance, value is determined on the basis of a
valuation only.
5. Mortgage Indemnity Guarantee Policies/High LTV Fees
Borrowers are currently required to pay high LTV fees to the Seller for
each Mortgage account where the aggregate of the outstanding principal
balance of the relevant Loan(s) at origination (excluding any
capitalised high LTV fees and/or booking fees and/or valuation fees)
exceeds certain specified percentages.
If the LTV ratio exceeds 90 per cent., the Borrower pays high LTV fees
based on the difference between the actual LTV ratio and a 75 per cent.
LTV ratio.
Prior to 1st January, 2001, the Seller required cover under mortgage
indemnity guarantee, or MIG, policies for Mortgages where the LTV ratio
exceeded 75 per cent., though during 1999 and 2000 the Seller paid the
premium for the MIG cover if the LTV ratio was between 75 per cent. and
90 per cent. Since 1st January, 2001, the Seller has not required cover
under MIG policies for any Loans.
36
6. Status of Applicant(s)
The maximum amount of the aggregate Loan(s) under a mortgage account is
determined by the application of an affordability model. This model
delivers an individualised result that reflects the applicants net
income, existing credit commitments and burden of family expenditure.
The model also calculates the full debt servicing cost at a stressed
rate of interest before comparing this cost to the net disposable income
that the applicant has available. The credit score also influences the
decision of how much to lend using the principle that high credit scores
infer a proven ability to manage financial affairs. The Seller maintains
rules on the amount of variable income (overtime, bonus, commission)
that it will allow into the model and as a general rule will allow no
more than 60% of these items. Benefit payments are allowed (including
tax credits) as these quite often compensate for the taxation and
National Insurance deductions that would normally cause lower levels of
income to fall below the minimum wage levels. This model
returns "answers" of zero up to amounts that would equate to over five
times income. Regardless, the Seller maintains a policy rule that it
will not lend more than an amount equal to five times income.
In cases where a single Borrower is attempting to have the Seller take a
secondary income into account, the Seller will consider the
sustainability of the Borrower'swork hours, the similarity of the jobs
and/or skills, the commuting time and distance between the jobs, the
length of employment at both positions and whether the salary is
consistent with the type of employment. The Seller will determine, after
assessing the above factors, if it is appropriate to use both incomes.
If so, both incomes will be used as part of the normal income
calculation.
When there are two applicants, the Seller adds joint incomes together
for the purpose of deciding which income band to use. The Seller may, at
its discretion, consider the income of additional applicants as well but
only a maximum rate of one times that income.
Positive proof of the borrowers identity and address must be
established. In exceptional circumstances this requirement can be waived
(provided money laundering regulations are complied with), but the
reasons for doing so must be fully documented.
The Seller may exercise discretion within its lending criteria in
applying those factors which are used to determine the maximum amount of
the Loan(s). Accordingly, these parameters may vary for some Loans. The
Seller may take the following into account when exercising discretion:
credit score result,existing customer relationship, percentage of LTV,
stability of employment and career progression, availability of living
allowances and/or mortgage subsidy from the employer, employer's
standing, regularity of overtime, bonus or commission (up to a maximum
of 60 per cent. of the income), credit commitments, quality of security
(such as type of property, repairs, location or sale ability), and the
increase in income needed to supportthe Loan.
The Seller may not exercise discretion where it is lending over 95 per
cent. of value or the Borrower's credit score fails. There is an
exception from this policy for existing Borrowers who are moving home
and the Seller's overall position is improved.
37
7. Credit History
(a) Credit Search
With the exception, in some circumstances, of Further Advances
to existing Borrowers, a credit search is carried out in respect
of all applicants. Applications may be declined where an adverse
credit history (for example, county court judgement(or the
Scottish equivalent), default, or bankruptcy notice) is
revealed.
(b) Existing Lender's Reference
In some cases, the Seller may also seek a reference from any
existing and/or previous lender. Any reference must satisfy the
Seller that the account has been properly conducted and that no
history of material arrears exists.
(c) First Time Buyers/Applicants in rented accommodation
Where applicants currently reside in rented accommodation, the
Seller may seek a landlord's reference. In addition, if
considered appropriate, a further reference may be taken in
connection with any other property rented by the applicant(s)
within the preceding 18 months.
Tenancy statements may only be accepted from local authorities,
housing associations or reputable landlords known to the
relevant branch/business centre.
(d) Bank Reference
A bank reference may be sought or the applicants may be required
to provide bank statements in support of his or her application.
8. Scorecard
The Seller uses some of the above criteria and various other criteria to
provide an overall score for the application that reflects a statistical
analysis of the risk of advancing the Loan. The lending policies and
processes are determined centrally to ensure consistency in the
management and monitoring of credit risk exposure. Full use is made of
software technology in credit scoring new applications. Credit scoring
applies statistical analysis to publicly available data and
customer-provided data to assess the likelihood of an account going into
arrears. Mortgage collection is conducted through a number of payment
collection departments.
The Seller reserves the right to decline an application that has received
a passing score.The Seller does have an appeals process if an applicant
believes his or her application to be unfairly denied. It is the Seller's
policy to allow only authorised individuals to exercise discretion in
granting variances from the scorecard.
38
SCHEDULE 5
POWER OF ATTORNEY IN FAVOUR OF FUNDING 1, THE MORTGAGES TRUSTEE
AND THE SECURITY TRUSTEE
THIS DEED OF POWER OF ATTORNEY is made on the ,2005by:
(1) HALIFAX PLC whose registered office is at Xxxxxxx Xxxx, Xxxxxxx, Xxxx
Xxxxxxxxx XX0 0XX (registered number 02367076) (the SELLER);
IN FAVOUR OF each of:
(2) PERMANENT FUNDING (NO. 1) LIMITED whose registered office is at 00 Xxxxx
Xx. Xxxxxx, Xxxxxx XX0X 0XX (registered number 4267660) (FUNDING 1);
(3) PERMANENT MORTGAGES TRUSTEE LIMITED whose registered office is at 00
Xxxxxxxxx, Xx Xxxxxx, Xxxxxx XX0 0XX (registered number 83116) (the
MORTGAGES TRUSTEE);
(4) THE BANK OF NEW YORK, a New York banking corporation, acting through its
offices at48th Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX in its capacity
as security trustee(the SECURITY TRUSTEE, which expression shall include
such company and all other persons or companies for the time being
acting as the security trustee or security trustees under the Funding 1
Deed of Charge).
WHEREAS:
(A) By virtue of a mortgage sale agreement (the MORTGAGE SALE AGREEMENT)
dated 14th June,2002 and as subsequently amended and restated on 6th
March, 2003, 25th November,2003, 12th March, 2004, 22nd July, 2004, 18th
November, 2004, 23rdMarch, 2005 and on 22nd June, 2005 and made between
the Seller (1) Funding 1 (2) the Mortgages Trustee (3) and the Security
Trustee provision was made for the execution by the Seller of this Power
of Attorney.
(B) Words and phrases in this Power of Attorney shall (save where expressed
to the contrary) have the same meanings respectively as the words and
phrases in the Master Definitions and Construction Schedule dated 22nd
June, 2005 as amended, varied or supplemented from time to time and
signed by amongst others, the parties to the Power of Attorney.
NOW THIS DEED WITNESSETH as follows:
1. The Seller irrevocably and by way of security for the performance of the
covenants,conditions and undertakings on the part of the Seller
contained in the Mortgage Sale Agreement and the Servicing Agreement
HEREBY APPOINTS each of Funding 1, the Mortgages Trustee and the
Security Trustee and any receiver and/or administrator appointed from
time to time in respect of Funding 1 and/or the Mortgages Trustee or
their assets (each an ATTORNEY) severally to be its true and lawful
attorney for the Seller and in the Seller's name or otherwise to do any
act matter or thing which any Attorney considers necessary or desirable
for the protection, preservation or enjoyment of that Attorney's
interest in the Loans and their Related Security and/or which ought to
be done under the covenants, undertakings
39
and provisions contained in the Mortgage Sale Agreement including
(without limitation) any or all of the following:
(a) to execute, sign, seal and deliver (using the company seal of
the Seller where appropriate) any conveyance, assignation or
transfer (including, for the avoidance of doubt each Scottish
Declaration of Trust) of the Loans or any of them to the
Mortgages Trustee and its successors in title or to any other
person or persons entitled to the benefit thereof;
(b) to execute, sign, seal and deliver (using the company seal of
the Seller where appropriate) any conveyance, assignment,
assignation or transfer (including for the avoidance of doubt,
each Scottish Declaration of Trust) of the Related Security or
any item comprised therein (to the extent onlythat such item or
items relate to the Loans) to the Mortgages Trustee and its
successors in title or to any other person or persons entitled
to the benefit thereof or entitled to be registered at the Land
Registry as proprietor thereof or to be registered in the Land
Register of Scotland or recorded in the General Register of
Sasines as heritable creditor thereof (as the case may be);
(c) to do every other act or thing which the Seller is obliged to do
under the Mortgage Sale Agreement or which that Attorney may
otherwise consider to be necessary properor expedient for fully
and effectually vesting or transferring the interests sold
thereunder in the Loans and their Related Security or anyor each
of them and/or the Seller's estate right and title therein
or thereto in or to the Mortgages Trustee and its successors in
title or to any other person or persons entitled to the benefit
thereof (as the case may be) in the same manner and as fully and
effectually in all respects as the Seller could have done
including, without limitation, any of the acts referred to in
CLAUSE 6.5(A) TO (C) of the Mortgage Sale Agreement;
(d) to exercise its rights, powers and discretions under the Loans
including the right to fix the rate or rates of interest payable
under the Loans in accordance with the terms thereof including,
for the avoidance of doubt, whilst such Loans subsist and
subject to the consent of the Mortgages Trustee being given to
the setting of such rates, setting the Seller's Variable Base
Rate in the circumstances referred to in CLAUSE 4 of the
Servicing Agreement and/or following perfection pursuant to
CLAUSE 6.1 of the Mortgages Sale Agreement PROVIDED THAT nothing
in the Clause shall prevent the Seller (or any of its attorneys
from time to time) from setting a higher rate than those set or
to be set or required or to be required by the Mortgages Trustee
or Funding 1 under this Power of Attorney;
(e) to discharge the Mortgages or any of them and to sign, seal,
deliver and execute such receipts, releases, surrenders,
instruments, discharges, retrocessions and deeds as may be
requisite or advisable in order to discharge the
relevant Property or Properties from the Mortgages or any of
them; and
(f) to exercise all the powers of the Seller in relation to such
Loans and their Related Security.
2. Each Attorney shall have the power by writing under its hand by an
officer of the Attorney from time to time to appoint a substitute who
shall have power to acton behalf of the Seller as if that substitute
shall have been originally appointed Attorney by this Power of Attorney
40
(including, without limitation, the power of further substitution)
and/or to revoke any such appointment at any time without assigning any
reason therefor.
3. The Seller hereby agrees at all times hereafter to ratify and confirm
whatsoever the said Attorney or its attorneys shall lawfully do or cause
to be done in and concerning the Loans or their Related Security by
virtue of this Power of Attorney.
4. The laws of England shall apply to this Power of Attorney and the
interpretation thereof.
IN WITNESS WHEREOF the Seller has executed and delivered this document as a
deed the day and year first before written.
THE COMMON SEAL of )
HALIFAX PLC )
was hereunto affixed in )
the presence of: )
_____________________________ Authorised Signatory
_____________________________ Authorised Signatory
41
SCHEDULE 6
LOAN REPURCHASE NOTICE
Dated [ ]
1. It is hereby agreed that for the purpose of this notice the PRINCIPAL
AGREEMENT shall mean the Mortgage Sale Agreement dated 14th June, 2002
as amended and restated on 6th March, 2003, 25th November, 2003, 12th
March, 2004, 22nd July, 2004, 18th November, 2004, 23rd March, 2005 and
as further amended and restated on 22nd June, 2005 and from time to
time, made between (1) HALIFAX PLC (the SELLER) (2) PERMANENT FUNDING
(NO. 1) LIMITED (3) PERMANENT MORTGAGES TRUSTEE LIMITED (the MORTGAGES
TRUSTEE) and (4) THE BANK OF NEW YORK (as the same may be or have been
amended, varied or supplemented from time to time with the consent of
those parties).
2. Save where the context other wise requires, words and expressions in
this notice shall have the same meanings respectively as when used in
the Principal Agreement.
3. In accordance with CLAUSE 8.5 of the Principal Agreement, upon receipt of
this Loan Repurchase Notice by the Seller there shall exist between the
Seller and the Mortgages Trustee an agreement (the AGREEMENT FOR SALE)
for the sale by the Mortgages Trustee to the Seller of the Loans and
their Related Security more particularly described in the Schedule
hereto. Completion of such sale shall take place on [ ].
4. The Agreement for Sale shall incorporate, mutatis mutandis, the relevant
provisions of the Principal Agreement.
________________________________
Signed for and on behalf of
PERMANENT MORTGAGES TRUSTEE LIMITED
[On duplicate
We hereby acknowledge receipt of and confirm the contents of the Loan
Repurchase Notice dated [ ].
________________________________
Signed for and on behalf of
HALIFAX PLC]
42
SCHEDULE
1 2 3 4 5
Title No. (if Borrower Account No. Property Date of Mortgage
registered) Postcode
43
SCHEDULE 7
ASSIGNMENT OF THIRD PARTY RIGHTS
THIS DEED OF ASSIGNMENT is made on [*]
BY:
(1) HALIFAX PLC (registered number 02367076), a public limited company
incorporated under the laws of England and Wales, whose registered
office is at Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxxxxxxx XX0 0XX (the
TRANSFEROR);
IN FAVOUR OF:
(2) PERMANENT MORTGAGES TRUSTEE LIMITED (registered number 83116), a private
limited company incorporated under the laws of Jersey, Channel Islands,
whose registered office is at 00 Xxxxxxxxx, Xx Xxxxxx, Xxxxxx XX0 0XX
(the TRANSFEREE).
WHEREAS:
(A) By the charges by way of legal mortgage or standard security (the
MORTGAGES) brief particulars of which are set out in the Annexure hereto
the properties brief particulars of which are similarly set out became
security for the repayment of the moneys therein mentioned.
(B) By the Mortgage Sale Agreement, the Transferor agreed to sell and the
Transferee agreed to buy all right, title, interest and benefit (both
present and future) of the Transferor in and under those Mortgages and
all Related Security and all monies secured by those Mortgages and
Related Security.
NOW THIS DEED WITNESSETH as follows:
1. Terms used (but not defined) in this Deed (including the recitals)
shall, except where the context otherwise requires and save where
otherwise defined in this Deed, have the meanings given to them in the
master definitions and construction schedule dated 22nd June, 2005 as
amended and/or restated from time to time, signed by, amongst others,
the parties to this Deed (as the same may be amended, varied or
supplemented from time to time with the consent of the parties to this
Deed) (the MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) and this Deed
shall be construed in accordance with the interpretation provisions set
out in CLAUSE 2 thereof.
2. The Transferor hereby assigns absolutely unto the Transferee with full
title guarantee or, in the case of any Related Security or causes of
action (as described in CLAUSE 2(B) below) governed by Scots law, with
absolute warrandice:
(a) the benefit of all Related Security relating to the Mortgages
(including without limitation all securities for the principal
moneys and interest secured by the Mortgages and the benefit of
all consents to mortgage signed by occupiers of the mortgaged
properties and MHA Documentation and the benefit of all
guarantees, indemnities and surety contracts relating to the
Mortgages) other than any such
44
Related Security which has been transferred to the Transferee by
other means or which is not otherwise capable of such transfer;
and
(b) all causes and rights of action of the Transferor against any
person in connection with any report, valuation, opinion,
certificate, consent or other statement of fact or opinion given
in connection with any Related Security relating to the
Mortgages or affecting the decision to make any advance in
connection with such Mortgages.
3. The Transferor on behalf of the Transferee agrees to intimate the
assignation contained in CLAUSE 2 hereof to all relevant third parties
where required to do so pursuant to CLAUSE 6 of the Mortgage Sale
Agreement or as otherwise required by the Security Trustee.
4. This Deed shall be governed by and construed in accordance with English
law.
IN WITNESS WHEREOF this document has been executed and delivered as a deed the
day and year first before written.
EXECUTED AS A DEED by )
HALIFAX PLC )
acting by its attorney in )
the presence of: ) _________________________
Witness's Signature: _________________________
Name: _________________________
Address: _________________________
45
ANNEXURE REFERRED TO IN THE FOREGOING ASSIGNMENT
Account No. Property address Borrower Date of Mortgage
46
SCHEDULE 8
ASSIGNMENT OF HALIFAX MORTGAGE RE LIMITED MIG POLICIES
THIS DEED is made on [*]
BY:
(1) HALIFAX PLC (registered number 02367076), a public limited company
incorporated under the laws of England and Wales, whose registered
office is at Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxxxxxxx XX0 0XX (the SELLER);
IN FAVOUR OF:
(2) PERMANENT MORTGAGES TRUSTEE LIMITED (registered number 83116), a private
limited company incorporated under the laws of Jersey, Channel Islands,
whose registered office is at 00 Xxxxxxxxx, Xx Xxxxxx, Xxxxxx, XX0 0XX
(the MORTGAGES TRUSTEE).
WHEREAS:
(A) By a Mortgage Sale Agreement dated 14th June, 2002, as amended and
restated on 6th March, 2003, 25th November, 2003, 12th March, 2004, 22nd
July, 2004, 18th November, 2004, 23rd March, 2005 and as further amended
and restated on 22nd June, 2005 and from time to time made between,
amongst others, the parties hereto, the Seller agreed to transfer to the
Mortgages Trustee certain charges by way of legal mortgage or standard
security secured on residential property in England, Wales and Scotland
together with the benefit of any monies secured thereby from time to
time.
(B) The Seller has the benefit of mortgage indemnity insurance policies
brief details of which are set out in the Schedule to this Deed (the
HMRL MIG POLICIES).
(C) The Seller has agreed with the Mortgages Trustee to assign to the
Mortgages Trustee the benefit of the HMRL MIG Policies to the extent
that they relate to the Loans in the Portfolio.
(D) The insurance businesses (including, for the avoidance of doubt, the
HMRL MIG Policies) of Halifax Mortgage Re Limited were acquired by HBOS
Insurance (PCC) Guernsey Limited on 21st December, 2001.
NOW THIS DEED WITNESSETH as follows:
1. Terms used (but not defined) in this Deed (including the recitals)
shall, except where the context otherwise requires and save where
otherwise defined in this Deed, have the meanings given to them in the
master definitions and construction schedule dated 22nd June, 2005 as
amended and/or restated from time to time, signed by amongst others, the
parties to this Deed, (as the same may be amended, varied or
supplemented from time to time with the consent of the parties to this
Deed) (the MASTER DEFINITIONS CONSTRUCTION SCHEDULE) and this Deed shall
be construed in accordance with the interpretation provisions set out in
CLAUSE 2 thereof.
47
2. The Seller with full title guarantee hereby conveys, transfers and
assigns to the Mortgages Trustee absolutely all its right, title,
interest and benefit in the HMRL MIG Policies to the extent that they
relate to the Mortgages which as at this date are comprised in the
Portfolio, and all moneys and proceeds to become payable under any of
the same and all covenants relating there to and all powers and remedies
for enforcing the same.
3. This Deed shall be governed by and construed in accordance with English
law.
IN WITNESS WHEREOF which this document has been executed and delivered as a
deed the day and year first before written.
EXECUTED AS A DEED by )
HALIFAX PLC )
acting by its attorney in )
the presence of: ) _________________________
Witness's Signature: _________________________
Name: _________________________
Address: _________________________
48
SCHEDULE 1
MORTGAGE INDEMNITY GUARANTEE POLICIES NUMBERED 227001, 227001(A), 227002,
227003 AND 227006 RESPECTIVELY ISSUED TO THE SELLER BY HALIFAX MORTGAGE RE
LIMITED.
49
SCHEDULE 2
1 2 3 4 5
Title No. (if Borrower Account No. Property Date of Mortgage
registered) Postcode
50
SCHEDULE 9
HALIFAX MORTGAGE RE LIMITED MIG POLICIES ASSIGNMENT NOTICE
To: HBOS Insurance (PCC) Guernsey Ltd
c/o AON Insurance Managers (Guernsey) Limited
(as Managers of HBOS Insurance (PCC) Ltd)
XX Xxx 00
Maison Trinity
Xxxxxxx Xxxxxx
Xx Xxxxx Xxxx
Xxxxxxxx XX0 0XX
[*]
Dear Sirs,
RE: ASSIGNMENT OF MORTGAGE INDEMNITY INSURANCE POLICIES NUMBERED 227001,
227001(A), 227002, 227003 AND 227006 RESPECTIVELY (THE MIG POLICIES)
We hereby give you notice that, by an Assignment dated [*] and made between
ourselves and Permanent Mortgages Trustee Limited (the MORTGAGES TRUSTEE) (a
copy of which is attached to this notice), we assigned all of our right, title,
benefit and interest in the MIG Policies to the Mortgages Trustee (to the
extent that they relate to the loans and the mortgages in a portfolio referred
to in [the Mortgage Sale Agreement dated 22nd June, 2005 as amended and/or
restated from time to time between ourselves, Permanent Funding (No. 1)
Limited, the Mortgages Trustee and The Bank of New York/the New Portfolio
Notice dated [*] between ourselves, Permanent Funding (No.1) Limited and the
Mortgages Trustee)].
Yours faithfully,
_________________________
For and on behalf of
HALIFAX PLC
Copy: Permanent Mortgages Trustee Limited
Permanent Funding (No. 1) Limited
The Bank of New York
_________________________
1 Delete as applicable.
51
SCHEDULE 10
INSURANCE ENDORSEMENT
ON THE HEADED NOTEPAPER OF [THE RELEVANT INSURER ]
ENDORSEMENT [X] attaching to, supplemental to and forming part of policy number
[policy number] (the POLICY) issued by [name of Insurer] (the INSURER).
Expressions defined in the Policy shall unless indicated otherwise, have the
same meanings in this endorsement.
It is hereby noted and agreed that with effect from the date of this
Endorsement:
1. The definition of INSURED shall be deleted in its entirety and replaced
with the following wording:
(a) "Halifax plc (HALIFAX) whose registered office is at Xxxxxxx
Xxxx, Xxxxxxx, Xxxx Xxxxxxxxx, XX0 0XX;
(b) any assignee or person to whom Halifax has assigned (whether
legally or equitably and whether by way of security or
otherwise) or has declared a trust in respect of any loans
and/or mortgages and/or standard securities and related
collateral and/or assets to which this Policy relates (an
ASSIGNEE) (whether or not any such Assignee holds the same on
trust for another or others); and
(c) any person benefiting from security granted by Halifax or its
Assignee over any loansand/or mortgages and/or standard
securities and related collateral and/or assets to which this
Policy relates in connection with the financing or re-financing
of such loans and/or mortgages and/or standard securities and
related collateral and/or assets."
2. Each term of the Policy which is inconsistent with the intent and/or
effect of the amended definition of INSURED contemplated in paragraph 1
above (the NEW DEFINITION) shall be subject to the New Definition and
shall not apply to the extent that such term of the Policy is
inconsistent with the New Definition.
3. This endorsement does not have, nor is intended by the parties to have,
the effect of conferring on the Insurer any greater liabilities under
the Policy than those of the Insurer immediately prior to this
endorsement being entered into between parties to this endorsement.
4. The Insurer acknowledges and agrees that any Insured under the Policy
may from time to time appoint Halifax or any other person as agent of
that Insured to deal withthe Insurer on its behalf in the administration
of and making and payment of claims under the Policy.
All other terms, clause and conditions of the Policy remain unchanged.
52
This Endorsement is signed for and on behalf of the Insurer by a duly
authorised signatory:
_________________________
[Name]
[Position]
[Insurer]
Dated , 2005
53
SCHEDULE 11
INSURANCE ACKNOWLEDGEMENTS
PART 1
ON THE HEADED NOTEPAPER OF GE MORTGAGE INSURANCE LIMITED
To: Halifax plc (the SELLER)
XX/0/0/XXX
Xxxxxxx Xxxx
Xxxxxxx
Xxxx Xxxxxxxxx
XX0 0XX
Permanent Mortgages Trustee Limited (the MORTGAGES TRUSTEE)
00 Xxxxxxxxx
Xx Xxxxxx
Xxxxxx
XX0 00X
Channel Islands
Permanent Funding (No. 1) Limited (FUNDING 1)
00 Xxxxx Xx Xxxxx'x Xxxxxx XX0X 0XX
The Bank of New York (the SECURITY TRUSTEE)
Xxx Xxxxxx Xxxxxx
Xxxxxx
X00 0XX
[date]
Dear Sirs,
MORTGAGE INDEMNITY GUARANTY POLICIES NUMBERS 227001, 227001(A), 227002, 227003
AND 227006 (THE MIG POLICIES)
We refer to the transaction entered into or to be entered into between, inter
alios, each of the parties to whom this letter is addressed, pursuant to which:
(a) the Seller may assign or agree to transfer or declare a trust in respect
of its interest in properties which are (or may from time to time be)
covered by the MIG Policies to the Mortgages Trustee;
(b) the Mortgages Trustee may declare a trust over its interest in such
properties in favour of Funding 1 and the Seller; and
(c) Funding 1 may charge its interest in such properties to the Security
Trustee.
54
In consideration of the payment of (pound)1 made by each of the Seller, the
Mortgages Trustee, Funding 1 and the Security Trustee (receipt whereof is
hereby acknowledged), we hereby confirm that the arrangements set out in
PARAGRAPHS (A) to (C) inclusive above will not cause the MIG Policies to lapse
or terminate and, not with standing any such arrangements, we will continue to
pay claims under the MIG Policies in the same way and in the same amount as we
would have paid them, had the said arrangements not been entered into.
Yours faithfully,
FOR AND ON BEHALF OF GE MORTGAGE INSURANCE LIMITED
55
PART 2
ON THE HEADED NOTEPAPER OF HBOS INSURANCE (PCC) GUERNSEY LTD
To: Halifax plc (the SELLER)
XX/0/0/XXX
Xxxxxxx Xxxx
Xxxxxxx
Xxxx Xxxxxxxxx
XX0 0XX
Permanent Mortgages Trustee Limited (the MORTGAGES TRUSTEE)
00 Xxxxxxxxx
Xx Xxxxxx
Xxxxxx
XX0 00X
Channel Islands
Permanent Funding (No. 1) Limited (FUNDING 1)
00 Xxxxx Xx. Xxxxx'x
Xxxxxx
XX0X 0XX
The Bank of New York (the SECURITY TRUSTEE)
00xx Xxxxx
Xxx Xxxxxx Xxxxxx
Xxxxxx
X00 0XX
[*], 2005
Dear Sirs,
MORTGAGE INDEMNITY GUARANTEE POLICY NUMBERS 227001, 227001(A), 227002, 227003
AND 227006 (THE "MIG Policies")
We refer to the transaction entered into or to be entered into between, inter
alios, each of the parties to whom this letter is addressed, pursuant to which:
(a) all of the Seller's right, title, benefit and interest in the MIG
Policies (to the extent that the same relate to the mortgage loans and
their collateral security sold or to be sold by the Seller to the
Mortgages Trustee pursuant to a mortgage sale agreement to be entered
into between each of the parties to whom this letter is addressed) shall
be assigned by the Seller to the Mortgages Trustee;
(b) the Seller may sell and assign or agree to sell and assign or declare a
trust in respect of its interest in properties which are (or may from
time to time be) covered by the MIG Policies to or in favour of the
Mortgages Trustee;
56
(c) the Mortgages Trustee may declare a trust over its interest in such
properties in favour of Funding 1 and the Seller; and
(d) Funding 1 may charge its beneficial interest in such properties to the
Security Trustee.
In consideration of the payment of (pound)1 made by each of the Seller, the
Mortgages Trustee, Funding 1 and the Security Trustee (receipt whereof is
hereby acknowledged), we herebyconfirm that the arrangements set out in
PARAGRAPHS (A) to (D) inclusive above will not cause the MIG Policies to lapse
or terminate and, notwithstanding any such arrangements, we will continue to
pay claims under the MIG Policiesin the same way and in the same amount as we
would have paid them, had the said arrangements not been entered into.
Yours faithfully,
FOR AND ON BEHALF OF HBOS INSURANCE (PCC) GUERNSEY LIMITED
57
SCHEDULE 12
NEW PORTFOLIO NOTICE
Dated [ ]
1. It is hereby agreed for the purpose of this notice the PRINCIPAL
AGREEMENT shall mean the Mortgage Sale Agreement dated 14th June, 2002
as amended and restated on 6th March, 2003, 25th November, 2003, 12th
March, 2004, 22nd July, 2004, 18th November, 2004, 23rd March, 2005 and
as further amended and restated on 22nd June, 2005 made between (1)
HALIFAX PLC (the SELLER) (2) PERMANENT FUNDING (NO. 1) LIMITED (FUNDING
1) (3) PERMANENT MORTGAGES TRUSTEE LIMITED (the MORTGAGES TRUSTEE) and
(4) THE BANK OF NEW YORK (as the same may be or have been amended,
varied or supplemented from time to time with the consent of those
parties).
2. Save where the context otherwise requires, words and expressions in this
notice shall have the same meanings respectively as when used in the
Principal Agreement.
3. In accordance with and subject to CLAUSE 4.1 Reference source not found.
of the Principal Agreement, upon receipt by the Seller of the duplicate
of this notice signed by Funding 1 and the Mortgages Trustee, there shall
exist between the Seller, Funding 1 and the Mortgages Trustee an
agreement (the AGREEMENT FOR SALE) for the sale by the Seller to the
Mortgages Trustee of the New Loans and their Related Security more
particularly described in the Schedule hereto (other than any New Loans
and their Related Security which have been redeemed in full prior to the
next following Sale Date). Completion of such sale shall take place on [
].
4. The Agreement for Sale shall incorporate, mutatis mutandis, the relevant
provisions of the Principal Agreement.
_________________________
Signed for and on behalf of
HALIFAX PLC
[On duplicate:
We hereby acknowledge receipt of the New Portfolio Notice dated [ ], and
confirm that we are prepared to purchase New Loans as set out in that notice.
_________________________
Signed for and on behalf of
PERMANENT FUNDING (NO. 1) LIMITED
_________________________
Signed for and on behalf of
[PERMANENT MORTGAGES TRUSTEE LIMITED]
58
SCHEDULE
1. 2. 3. 4. 5.
Title No. (if Borrower Property Account No. Date of Mortgage
registered) Postcode
59
SCHEDULE 13
FORMS OF SCOTTISH TRANSFER
LAND REGISTER
We, HALIFAX PLC, incorporated under the Companies Acts (registered number
02367076) and having our Registered Office at Xxxxxxx Xxxx, Xxxxxxx, Xxxx
Xxxxxxxxx XX0 0XX (the TRANSFEROR) CONSIDERING THAT in terms of a Mortgage Sale
Agreement among us the Transferor, PERMANENT MORTGAGES TRUSTEE LIMITED, a
private limited company incorporated under the laws of Jersey, Channel Islands
(registered number 83116) and having its registered office at 00 Xxxxxxxxx, Xx
Xxxxxx, Xxxxxx XX0 0XX (the TRANSFEREE) and others dated 14th June, 2002 as
amended and restated on 6th March, 2003, 25th November, 2003, 12th March, 2004,
22nd July, 2004, 18th November, 2004, 23rd March, 2005 and as further amended
and restated on 22nd June, 2005 (the MORTGAGE SALE AGREEMENT) we have sold our
whole right, title and interest in and to the Standard Securities and others
hereinafter mentioned to the Transferee NOW THEREFORE we, the Transferor, IN
CONSIDERATION of the sums payable in terms of and in implement of the Mortgage
Sale Agreement HEREBY ASSIGN to the Transferee as trustee under and in terms of
the Mortgages Trust Deed among us, the Transfer or, the Transferee and others
dated 13th June 2002 as amended and restated on 6th March, 2003, 25th November,
2003, 12th March, 2004, 22nd July, 2004, 18th November, 2004 and 23rd March,
2005 (the MORTGAGES TRUST DEED) and its successor or successors as trustee or
trustees under and in terms of the Mortgages Trust Deed:
(a) the Standard Securities granted by the respective parties whose names
are specified in Column 3 of the Schedule annexed and executed as
relative hereto in favour of us the Transferor for all sums due and to
become due, to the extent of the sums specified in the relative entry in
Column 6 of the said Schedule being the amounts now due under the said
respective Standard Securities, registered said Standard Securities in
the Land Register under the Title Number specified in the relative entry
in Column 4 of the said Scheduleon the date specified in the relative
entry in Column 5 of the said Schedule; and
(b) the whole rights, title and interest of us the Transferor in and under
all and any personal bonds, credit agreements or agreements for loan
(however constituted) secured by the said Standard Securities and
granted by or entered in to with the said respective parties whose names
are specified in Column 3 of the said Schedule, the dates of the
respective personal bonds, credit agreements or agreements for loan
being specified in the relative entry in Column 7 of the said Schedule;
60
With interest from and also arrears and accumulations of interest due and
unpaid as at [ ]; And we grant warrandice:
IN WITNESS WHEREOF these presents typewritten on this [and the preceding] page
are together with the Schedule annexed hereto executed at [ ] on the
[ ] day of [ ] as follows:
SUBSCRIBED for and on behalf of HALIFAX PLC by
_________________________ _________________________Authorised Signatory
(Print Full Name)
before this witness
_________________________ Witness
_________________________
(Print Full Name)
_________________________
_________________________
(Address)
61
THIS IS THE SCHEDULE REFERRED TO IN THE FOREGOING ASSIGNATION BY HALIFAX PLC IN
FAVOUR OF PERMANENT MORTGAGES TRUSTEE LIMITED
1 2 3 4 5 6 7
Account No. Address Borrowers Title Registration Sum Due Date of
Full Names Number Date Bond or
Loan
Agreement
_________________________ Authorised Signatory
62
SCHEDULE 14
FORMS OF SCOTTISH TRANSFER
SASINE REGISTER
We, HALIFAX PLC, incorporated under the Companies Acts (registered number
02367076) and having our Registered Office at Xxxxxxx Xxxx, Xxxxxxx, Xxxx
Xxxxxxxxx XX0 0XX (the TRANSFEROR) CONSIDERING THAT in terms of a Mortgage Sale
Agreement amongus the Transferor, PERMANENT MORTGAGES TRUSTEE LIMITED, a
private limited company incorporated under the laws of Jersey, Channel Islands
(registered number 83116) and having its registered office at 00 Xxxxxxxxx, Xx
Xxxxxx, Xxxxxx XX0 0XX (the TRANSFEREE) and others dated 14th June, 2002 as
amended and restated on 6th March, 2003, 25th November, 2003, 12th March, 2004,
22nd July, 2004, 18th November, 2004, 23rd March, 2005 and as further amended
and restated on 22nd June, 2005 (the MORTGAGE SALE AGREEMENT) we have sold our
whole right, title and interest in and to the Standard Securities and others
hereinafter mentioned to the Transferee NOW THEREFORE we the Transferor IN
CONSIDERATION of the sums payable in terms of and in implement of the Mortgage
Sale Agreement HEREBY ASSIGN to the Transferee as trustee under and in terms of
the MortgagesTrust Deed among us, the Transferor, the Transferee and others
dated 13th June, 2002 as amended and restated on 6th March, 2003, 25th
November, 2003, 12th March, 2004, 22nd July, 2004, 18th November, 2004 and 23rd
March, 2005 (the MORTGAGES TRUST DEED) and its successor or successors as
trustee or trusteesunder and in terms of the Mortgages Trust Deed:
(a) the Standard Securities granted by the respective parties whose names
are specified inColumn 3 of the Schedule annexed and executed as
relative hereto in favour of us the Transferor for all sums due and to
become due, to the extent of the sums specified in the relative entry in
Column 6 of the said Schedule being the amounts now due under the said
respective Standard Securities, recorded said Standard Securities in the
Register for the County specified in the relative entry in Column 4 of
the said Schedule on the date specified in the relative entry in Column
5 of the said Schedule; and
(b) the whole rights, title and interest of us the Transferor in and under
all and any personal bonds, credit agreements or agreements for loan
(however constituted) securedby the said Standard Securities and granted
by or entered into with the said respective parties whose names are
specified in Column 3 of the said Schedule, the dates of the respective
personal bonds, credit agreements or agreements for loan being specified
in the relative entry in Column 7 of the said Schedule;
63
With interest from and also arrears and accumulations of interest due and
unpaid as at [ ]; And we grant warrandice:
IN WITNESS WHEREOF these presents typewritten on this [and the preceding] page
are together with the Schedule annexed hereto executed at [ ] on
the [ ] day of [ ] as follows:
SUBSCRIBED for and on behalf of HALIFAX PLC by
_________________________ _________________________ Authorised Signatory
(Print Full Name)
before this witness
_________________________Witness
_________________________
(Print Full Name)
_________________________
_________________________
(Address)
64
THIS IS THE SCHEDULE REFERRED TO IN THE FOREGOING ASSIGNATION BY HALIFAX PLC IN
FAVOUR OF PERMANENT MORTGAGES TRUSTEE LIMITED
1 2 3 4 5 6 7
Account No Address Borrowers County Recording Sum Due Date of
Full Names Date Bond or Loan
Agreement
_________________________ Authorised Signatory
65
SCHEDULE 15
FORM OF SCOTTISH DECLARATION OF TRUST
DECLARATION OF TRUST
among
HALIFAX PLC, incorporated under the Companies Acts (registered number 02367076)
and having its Registered Office at Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxxxxxxx XX0
0XX (the SELLER);
and
PERMANENT MORTGAGES TRUSTEE LIMITED, a private limited company incorporated
under the laws of Jersey, Channel Islands (registered number 83116), and having
its registered office at 00 Xxxxxxxxx, Xx Xxxxxx, Xxxxxx XX0 0XX, Channel
Islands as trustee under and in terms of the mortgages trust deed after
mentioned (the MORTGAGES TRUSTEE);
and
PERMANENT FUNDING (NO. 1) LIMITED, incorporated under the Companies Acts
(registered number 4267660) and having its registered office at 00 Xxxxx Xx.
Xxxxxx, Xxxxxx XX0X 0XX (FUNDING 1).
WHEREAS:
(A) Title to the Scottish Trust Property aftermentioned is held by and
vested in the Seller.
(B) In terms of a Mortgages Trust Deed entered into among the Seller,
Funding 1 and the MORTGAGES TRUSTEE dated 13th June 2002 as amended and
restated on 6th March 2003, 25th November 2003, 12th March, 2004, 22nd
July, 2004, 18th November, 2004 and 23rd March, 2005 and the Mortgages
Trust constituted in terms thereof, the Mortgages Trustee holds the
Trust Property on trust for the Beneficiaries therein specified.
(C) In terms of a Mortgage Sale Agreement entered into among, inter alia,
the Seller, Funding 1 and the Mortgages Trustee dated 14th June 2002, as
amended on 6th March 2003, 25th November 2003, 12th March, 2004, 22nd
July, 2004, 18th November, 2004, 23rd March, 2005 and as amended and
restated on 22nd June, 2005 (the MORTGAGE SALE AGREEMENT) the Seller has
agreed to sell interalia the said Scottish Trust Property to the
Mortgages Trustee to be held there after by the Mortgages Trustee under
and in terms of the Mortgages Trust.
(D) In implement of CLAUSE 4.5(A)(VII) of the Mortgage Sale Agreement and
pending the taking of legal title to the said Scottish Trust Property by
the Mortgages Trustee, the Seller has under taken to grant this deed.
NOW THEREFORE the parties HEREBY AGREE and DECLARE as follows:
1. INTERPRETATION
In this deed:
66
(a) the amended and restated master definitions and construction schedule
signed by, amongstothers, the parties to this deed and dated 22nd June,
2005 (as the same may be amended, varied or supplemented from time to
time with the consent of the parties to this deed) (the MASTER
DEFINITIONS AND CONSTRUCTION SCHEDULE) is expressly and specifically
incorporated into this deed and, accordingly, the expressions defined in
the Master Definitions and Construction Schedule (as so amended, varied
or supplemented from time to time) shall, except where the context
otherwise requires and save where otherwise defined herein, have the
same meanings in this deed, including the Recitals and this deed shall
be construed in accordance with the inter pretation provisions set out
in CLAUSE 2 of the Master Definitions and Construction Schedule; and
(b) SCOTTISH TRUST PROPERTY shall mean the Scottish Loans and their Related
Security brief particulars of which are detailed in the schedule annexed
and executed as relative hereto (the SCHEDULE) and any Further Advances
and Home Cash Reserve Advances made in respect of such Scottish Loans,
and all right, title, interestand benefit of the Seller to:
(i) all payments of principal and interest (including, for the
avoidance of doubt, all Accrued Interest, Arrears of Interest,
Capitalised Expenses and Capitalised Arrears) and other sums due
or to become due in respect of such Scottish Loans and their
Related Security including, without limitation, the right to
demand, xxx for, recover and give receipts for all
principal monies, interest and costs and the right to xxx on all
covenantsand undertakings made or expressed to be made in favour
of the Seller under the applicable Mortgage Terms;
(ii) subject where applicable to the subsisting rights of redemption
of Borrowers, all MHA Documentation, Deeds of Postponement, all
third party guarantees and any other collateral security for the
repayment of the relevant Scottish Loans;
(iii) the right to exercise all the powers of the Seller in relation
thereto;
(iv) all proceeds resulting from the enforcement of any of those
Scottish Loans and their Related Security;
(v) each Certificate of Title and Valuation Report relevant to those
Scottish Loans and any right of action of the Seller against any
solicitor, qualified conveyancer, valuer or other person in
connection with any report, valuation, opinion, certificate or
other statement of fact or opiniongiven in connection with any
of those Scottish Loans and their Related Security, or any part
thereof or affecting the decision of the Seller to make or offer
to make any of those Scottish Loans orpart thereof;
(vi) the proceeds of all claims made by or on behalf of the Seller or
to which the Seller is entitled in relation to the Scottish
Properties secured by the Scottish Mortgages detailed in the
Schedule under the Buildings Policies and the Properties in
Possession Cover; and
(vii) the MIG Policies, so far as they relate to the relevant Scottish
Loans and their Related Security, including the right to receive
the proceeds of any claims.
67
2. DECLARATION OF TRUST
The Seller hereby DECLARES that from and after the date hereof the
Seller holds and, subject to CLAUSE 8 below, shall henceforth hold the
Scottish Trust Property and its whole right, title and interest, present
and future, therein and thereto intrust absolutely for the Mortgages
Trustee and its assignees (whether absolutely or in security)
whomsoever.
3. INTIMATION
The Seller hereby intimates to the Mortgages Trustee the coming into
effect of the trust herebydeclared and created and the Mortgages Trustee
by its execution of this deed immediately subsequent to the execution
hereof by the Seller acknowledges such intimation.
4. DEALINGS WITH SCOTTISH TRUST PROPERTY AND NEGATIVE PLEDGE
The Seller warrants and undertakes that:
(a) as at the date hereof it holds, subject to any pending
registration or recording in the Land Register of Scotland or
the General Register of Sasines, legal title tothe Scottish
Trust Property unencumbered by any fixed or floating charge,
diligence or other Security Interest;
(b) it shall not create or agree to create any fixed or floating
charge or other Security Interest over or which may attach to or
affect the whole or any part of the Scottish Trust Property or
otherwise dispose of the same at any time when such Scottish
Trust Property or part thereof remains subject tothe trust
hereby created; and
(c) it shall deal with the Scottish Trust Property (including
without prejudice to said generality the calculation and setting
of any interest rate applicable thereto) in accordance with the
provisions of the Transaction Documents and the specific written
instructions (if any) of the MORTGAGES TRUSTEE or its foresaids
and shall take, subject to Clause 8 below, anysuch action as may
be necessary (including for the avoidance of doubt the raising
or defending of any proceedings in any court of law whether in
Scotland or else where) to secure or protect the title to the
Scottish Trust Property but only in accordance with the specific
written instructions (if any) of the Mortgages Trustee or its
foresaids.
5. TRANSFER OF TITLE
5.1 The Mortgages Trustee and its foresaids as beneficiary hereunder shall
have the rightto call upon the Seller to execute and deliver to the
Mortgages Trustee, subjectto the terms of CLAUSE 6 of the Mortgage Sale
Agreement, valid assignationsof the Scottish Trust Property or any part
thereof, and that not with standing the winding up of the Seller, the
making of any administration order or the filing of documents with the
court for the appointment of an administrator or the service of a notice
of intention to appoint an administrator in respect of the Seller or the
appointment of a receiver to all or any part of the Scottish Trust
Property.
5.2 The Seller undertakes to the Mortgages Trustee and binds and obliges
itself that, upon the occurrence of any one of the events specified in
CLAUSE 6.1 of the Mortgage Sale Agreement, it will with in five London
Business Days of such occurrence provide such information as is
68
necessary to enable the Mortgages Trustee to complete Scottish Transfers
(including all schedules and annexures thereto) in relation to the whole
of the Scottish Trust Property.
5.3 For further assuring the said rights and powers specified in this CLAUSE
5, the Seller has granted a power of attorney in favour of the Mortgages
Trustee, Funding 1and the Security Trustee substantially in the form set
out in SCHEDULE 5 to the Mortgage Sale Agreement.
6. MORTGAGES TRUSTEE DECLARATION OF TRUST
The Mortgages Trustee by its said execution of this deed hereby DECLARES
that its whole right, title and beneficial interest in and to the
Scottish Trust Property in terms of this deed are and shall be held (to
the extent not already so held) by the Mortgages Trustee and its
foresaids under and in terms of the Mortgages Trust and all sums and
amounts received or held by the Mortgages Trustee relating there to or
deriving there from have been and shall be added (to the extent a
foresaid) to the Trust Property and held by the MORTGAGES TRUSTEE under
the Mortgages Trust Deed.
7. MORTGAGES TRUST INTIMATION
The Mortgages Trustee hereby intimates to Funding 1 and the Seller, as
Beneficiaries of the Mortgages Trust, the declaration of trust made in
terms of CLAUSE 6 above and Funding 1 and the Seller by executing this
deed acknowledge such intimation.
8. TERMINATION OF TRUST
If:
(a) legal title to any part or parts of the Scottish Trust Property
is taken by the Mortgages Trustee or its foresaids in accordance
with the provisions of CLAUSE 5 above (which in the case of any
Scottish Mortgage shall be constituted by the registration or
recording of the title thereto in the Land Register of Scotland
or the General Register of Sasines (as appropriate)); or
(b) any part or parts of the Scottish Trust Property forms the
subject of a repurchase in accordance with the terms of CLAUSE
8.5 of the Mortgage Sale Agreement,
the trust hereby declared and created pursuant to CLAUSES 2 and 3 above
shall (but only when any of the events or transactions before stated has
been completed irrevocably, validly and in full) ipso facto fall and
cease to be of effect in respect of such part or parts of the Scottish
Trust Property but shall continue in full force and effect in respect of
the whole remainder (if any) of the Scottish Trust Property.
9. CHANGE OF TRUSTEE
Except with the prior consent of the Mortgages Trustee and (for so long
as each retains anyright or interest in the Scottish Trust Property)
Funding 1 and the Security Trustee, the Seller shall not be entitled to
resign office as a trustee or assume a new trustee or trustees under
this deed.
69
10. VARIATION
This deed and the trusts hereby declared and created pursuant to CLAUSES
2 and 3 and CLAUSES 6 and 7 above shall not be varied in any respect
without the consent in writing of the Mortgages Trustee and (for so long
as each retains any right or interest in the Scottish Trust Property)
Funding 1 and the Security Trustee.
11. GOVERNING LAW
This deed shall be governed by and construed in accordance with the law
of Scotland and each of the parties hereby prorogates the non-exclusive
jurisdiction of the Scottishcourts so far as not already subject thereto
and waives any xxxxxxx plea of forum non conveniens in respect of such
jurisdiction.
12. REGISTRATION
The parties hereto consent to the registration of these presents for
preservation:
IN WITNESS WHERE OF these presents typewritten on this and the preceding [ ]
pages together with the Schedule annexed hereto are executed for and on behalf
of the Seller, the Mortgages Trustee and Funding 1 at [ ] on [ ]
as follows:
SUBSCRIBED for and on behalf of
HALIFAX PLC by [ ], its
Attorney, at London on [ ] 2005 before this
witness:
_________________________ Witness _________________________ Attorney
(Signature) (Signature)
_________________________
(Print Full Name)
_________________________
_________________________
(Address)
70
SUBSCRIBED for and on behalf of
PERMANENT MORTGAGES TRUSTEE LIMITED by [ ],
one of its Directors, at London on [ ] 2005
before this witness:
_________________________ Witness _________________________ Director
(Signature) (Signature)
_________________________
(Print Full Name)
_________________________
_________________________
(Address)
SUBSCRIBED for an on behalf of
PERMANENT FUNDING (NO. 1) LIMITED by [ ], one
of its Directors, at London on [ ] 2005 before
this witness:
_________________________ Witness _________________________ Director
(Signature) (Signature)
_________________________
(Print Full Name)
_________________________
_________________________
(Address)
71
THIS IS THE SCHEDULE REFERRED TO IN THE FOREGOING DECLARATION OF TRUST
AMONG HALIFAX PLC, PERMANENT MORTGAGES TRUSTEE LIMITED AND PERMANENT
FUNDING (NO. 1) LIMITED
DETAILS OF SCOTTISH LOANS AND RELATED SECURITY
1. 2. 3. 4. 5. 6. 7.
Account Address Borrowers' Title Registration/ Sum Due Date of Loan
No full names Number/ Recording Agreement
County Date
_________________________Attorney
Halifax plc
_________________________Director
Permanent Mortgages Trustee Limited
_________________________Director
Permanent Funding (No.1) Limited
72
SCHEDULE 16
FORM OF MEMORANDUM OF RELEASE
Permanent Mortgages Trustee Limited
00 Xxxxxxxxx
Xx Xxxxxx
Xxxxxx
XX0 0XX
Channel Islands
[*]
Halifax Plc
XX/0/0/XXX
Xxxxxxx Xxxx
Xxxxxxx
Xxxx Xxxxxxxxx
XX0 0XX
Attn: Head of Mortgage Securitisation
Dear Sirs,
Pursuant to Clause 8.6 of the Mortgage Sale Agreement, we hereby acknowledge:
(a) that the loans detailed in the Annexure to the attached Assignment of
Third Party Rights are released from the security created by the Funding
1 Deed of Charge and the Second Supplemental Funding 1 Deed of Charge;
and
(b) that all further monies due and received on the loans are now for the
account of Halifax.
Terms used (but not defined) herein shall have the meanings given to them in
the Master Definitions and Construction Schedule dated 22nd June, 2005 signed
by, amongst others, the parties to this memorandum.
Yours faithfully
_________________________
For and on behalf of
PERMANENT MORTGAGE TRUSTEES LIMITED
73
SCHEDULE 17
RE-ASSIGNMENT OF MIG POLICIES
THIS DEED is made on [*]
BY:
1. PERMANENT MORTGAGES TRUSTEE LIMITED (registered number 83116), a private
limited company incorporated under the laws of Jersey, Channel Islands,
whose registered office is at 00 Xxxxxxxxx, Xx Xxxxxx, Xxxxxx, XX0 0XX
(the MORTGAGES TRUSTEE);
IN FAVOUR OF:
2. HALIFAX PLC (registered number 02367076), a public limited company
incorporated under the laws of England and Wales, whose registered
office is at Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxxxxxxx XX0 0XX (the SELLER).
WHEREAS:
(A) By the Mortgage Sale Agreement dated 14th June, 2002, as amended and
re-stated on 6th March, 2003, 25th November, 2003, 12th March, 2004,
22nd July, 2004, 18th November, 2004, 23rd March, 2005 and, as further
amended and restated on 22nd June, 2005 made between, amongst others,
the parties hereto, the Seller agreed to transfer to the Mortgages
Trustee certain charges by way of legal mortgage or standard security
secured on residential property in England, Wales and Scotland together
with the benefit of any monies secured thereby.
(B) By the Mortgage Sale Agreement, the Mortgages Trustee has agreed to
re-transfer to the Seller the Mortgages listed in Schedule 2 to this
Deed and to re-assign to the Seller the benefit of the mortgage
indemnity insurance policies brief details of which are set out in
Schedule 1 to this Deed (the HMRL MIG POLICIES) to the extent that they
relate to the Mortgages listed in Schedule 2 to this Deed.
(C) The insurance businesses (including, for the avoidance of doubt, the
HMRL MIG Policies) of Halifax Mortgage Re Limited were acquired by HBOS
Insurance (PCC) Guernsey Limited on 21st December, 2001.
NOW THIS DEED WITNESSETH as follows:
1. Terms used (but not defined) in this Deed (including the recitals)
shall, except where the context otherwise requires and save where
otherwise defined in this Deed, have the meanings given to them in the
amended and restated master definitions and construction schedule dated
22nd June, 2005, signed by amongst others, the parties to this Deed, (as
the same may be amended, varied or supplemented from time to time with
the consent of the parties to this Deed) (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and this Deed shall be construed in accordance
with the interpretation provisions set out in Clause 2 thereof.
2. The Mortgages Trustee with full title guarantee hereby conveys,
transfers and assigns to the Seller absolutely all its right, title,
interest and benefit in the HMRL MIG Policies to the
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extent that they relate to the Mortgages which are listed in Schedule 2
to this Deed, and all moneys and proceeds to become payable under any of
the same and all covenants relating thereto and all powers and remedies
for enforcing the same.
3. This Deed shall be governed by and construed in accordance with English
law.
IN WITNESS WHEREOF which this document has been executed and delivered as a
deed the day and year first before written.
EXECUTED as a DEED by )
PERMANENT MORTGAGES )
TRUSTEE LIMITED acting by )
its attorney in the presence of: )
Witness:
Name:
Address:
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SCHEDULE 1
Mortgage indemnity guarantee policies numbered 227001, 227001(A), 227002,
227003 and 227006 respectively issued to the Seller by Halifax Mortgage Re
Limited.
76
SCHEDULE 2
1. 2. 3. 4. 5.
Title No. (if Borrower Account No. Property Date of Mortgage
registered) Postcode
77
SCHEDULE 18
HALIFAX MORTGAGE RE LIMITED MIG POLICIES RE-ASSIGNMENT NOTICE
To: HBOS Insurance (PCC) Guernsey Ltd
c/o AON Insurance Managers (Guernsey) Limited
(as Managers of HBOS Insurance (PCC) Ltd)
XX Xxx 00
Maison Trinity
Xxxxxxx Xxxxxx
Xx Xxxxx Xxxx
Xxxxxxxx XX0 0XX
[*]
Dear Sirs,
RE: ASSIGNMENT OF MORTGAGE INDEMNITY INSURANCE POLICIES NUMBERED 227001,
227001(A), 227002, 227003 AND 227006 RESPECTIVELY (THE MIG POLICIES)
We hereby give you notice that, by an Assignment dated [*] and made between
ourselves and Halifax plc (the ASSIGNMENT), a copy of which is attached to this
notice, we assigned all of our right, title, benefit and interest in the MIG
Policies to Halifax plc (to the extent that they relate to the loans and the
mortgages listed in Schedule 2 to the Assignment).
Yours faithfully,
_________________________
For and on behalf of
PERMANENT MORTGAGES TRUSTEE LIMITED
Copy: Halifax plc
Permanent Funding (No. 1) Limited
The Bank of New York
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SCHEDULE 19
RE-ASSIGNMENT OF THIRD PARTY RIGHTS
THIS DEED OF ASSIGNMENT is made on [*]
BY:
1. PERMANENT MORTGAGES TRUSTEE LIMITED (registered number 83116), a private
limited company incorporated under the laws of Jersey, Channel Islands,
whose registered office is at 00 Xxxxxxxxx, Xx Xxxxxx, Xxxxxx XX0 0XX
(the TRANSFEROR);
IN FAVOUR OF:
2. HALIFAX PLC (registered number 02367076), a public limited company
incorporated under the laws of England and Wales, whose registered
office is at Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxxxxxxx XX0 0XX (the
TRANSFEREE).
WHEREAS:
(A) By the charges by way of legal mortgage or standard security (the
MORTGAGES) brief particulars of which are set out in the Annexure hereto
the properties brief particulars of which are similarly set out became
security for the repayment of the moneys therein mentioned.
(B) By the Mortgage Sale Agreement, the Transferee sold and the Transferor
purchased all right, title, interest and benefit of the Transferee in
and under the Mortgages and all Related Security and all monies secured
by those Mortgages on or about 22nd June, 2005.
(C) By Clause 8.5 of the Mortgage Sale Agreement, the Transferor has now
agreed to sell and the Transferee has agreed to repurchase all right,
title, interest and benefit (both present and future) of the Transferor
in and under the Mortgages and all Related Security and all monies
secured by those Mortgages and Related Security.
NOW THIS DEED WITNESSETH as follows:
1. Terms used (but not defined) in this Deed (including the recitals)
shall, except where the context otherwise requires and save where
otherwise defined in this Deed, have the meanings given to them in the
amended and restated master definitions and construction schedule dated
22nd June, 2005 signed by, amongst others, the parties to this Deed (as
the same may be amended, varied or supplemented from time to time with
the consent of the parties to this Deed) (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and this Deed shall be construed in accordance
with the interpretation provisions set out in CLAUSE 2 thereof.
2. The Transferor hereby assigns absolutely unto the Transferee with full
title guarantee or, in the case of any Related Security or causes of
action (as described in CLAUSE 2(B) below) governed by Scots Law, with
absolute warrandice:
(a) the benefit of all Related Security relating to the Mortgages
(including without limitation all securities for the principal
moneys and interest secured by the
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Mortgages and the benefit of all consents to mortgage signed by
occupiers of the mortgaged properties and MHA Documentation and
the benefit of all guarantees, indemnities and surety contracts
relating to the Mortgages) other than any such Related Security
which has been transferred to the Transferee by other means or
which is not otherwise capable of such transfer; and
(b) all causes of action of the Transferor against any person in
connection with any report, valuation, opinion, certificate,
consent or other statement of fact or opinion given in
connection with any Related Security relating to the Mortgages
or affecting the decision to make any advance in connection with
such Mortgages.
3. This Deed shall be governed by and construed in accordance with English
law (provided that any terms of the Deed which are particular to Scots
law shall be construed in accordance with the laws of Scotland).
IN WITNESS WHEREOF this document has been executed and delivered as a deed the
day and year first before written.
EXECUTED as a DEED by )
PERMANENT MORTGAGES )
TRUSTEE LIMITED )
acting by its attorney in )
the presence of: )
Witness's signature:
Name:
Address:
80
ANNEXURE REFERRED TO IN THE FOREGOING ASSIGNMENT
Account No. Property Address Borrower Date of Mortgage
81
APPENDIX I
PART 1 INITIAL PORTFOLIO
PART 2 STANDARD DOCUMENTATION
82
APPENDIX 2
PART 1
INITIAL PORTFOLIO
This is Part 1 (on accompanying CD-ROM) of the Exhibit to a Mortgage Sale
Agreement dated 14th June, 2002 made between Halifax plc (1) Permanent Funding
(No. 1) Limited (2) Permanent Mortgages Trustee Limited (3) and State Street
Bank and Trust Company (4).
Xxx X Xxxxxxx
HALIFAX PLC
Xxxxx Xxxxx
PERMANENT FUNDING (NO. 1) LIMITED
Xxxxx Xxxxx
PERMANENT MORTGAGES TRUSTEE LIMITED
Xxxxx Xxxxxx
STATE STREET BANK AND TRUST COMPANY
83
PART 2
STANDARD DOCUMENTATION
This is Part 2 of the Exhibit to a Mortgage Sale Agreement dated 14th June,
2002 made between Halifax plc (1) Permanent Funding (No. 1) Limited (2)
Permanent MORTGAGES TRUSTEE Limited (3) and State Street Bank and Trust
Company(4).
Xxx X Xxxxxxx
HALIFAX PLC
Xxxxx Xxxxx
PERMANENT FUNDING (NO. 1) LIMITED
Xxxxx Xxxxx
PERMANENT MORTGAGES TRUSTEE LIMITED
Xxxxx Xxxxxx
STATE STREET BANK AND TRUST COMPANY
84
