Exhibit 4.14
EXECUTION COPY
SELLER MORTGAGES TRUST ASSIGNMENT AGREEMENT
17 OCTOBER 2006
PERMANENT MORTGAGES TRUSTEE LIMITED
as Mortgages Trustee
PERMANENT FUNDING (NO. 1) LIMITED
as Funding 1
PERMANENT FUNDING (NO. 2) LIMITED
as Funding 2
and
HALIFAX PLC
as Seller
XXXXX & XXXXX
XXXXX & XXXXX LLP
CONTENTS
CLAUSE PAGE
1. Definitions and Interpretations........................................1
2. Sale and assignment of Beneficial Rights...............................2
3. Further Assurance......................................................2
4. No Partnership or Agency...............................................2
5. Assignment.............................................................2
6. Amendments and Waiver..................................................3
7. Notices................................................................3
8. Contracts (Rights Of Third Parties) Act 1999...........................4
9. Execution in Counterparts; Severability................................4
10. Governing Law..........................................................4
11. Process Agent..........................................................5
THIS SELLER MORTGAGES TRUST ASSIGNMENT AGREEMENT (this AGREEMENT) is made as a
deed on 17 October 2006
BETWEEN:
(1) 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 (as
FUNDING 1);
(2) PERMANENT FUNDING (NO. 2) LIMITED (registered number 04441772), 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 (as
FUNDING 2);
(3) PERMANENT MORTGAGES TRUSTEE LIMITED (registered number 83116), a private
limited company incorporated under the laws of Jersey whose registered
office is at 00 Xxxxxxxxx, Xx Xxxxxx, Xxxxxx XX0 0XX, Xxxxxxx Xxxxxxx
(xx its capacity as MORTGAGES TRUSTEE); and
(4) HALIFAX PLC (registered number 2367076), a public limited company
incorporated under the laws of England and Wales whose registered office
is at Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxxxxxxx XX0 0XX (in its capacity as
SELLER).
WHEREAS:
(A) On or about 13 June 2002 the Mortgages Trustee executed the Mortgages
Trust Deed whereby it undertook to hold the Trust Property upon trust
for Funding 1 and the Seller absolutely in accordance with and subject
to the terms of the Mortgages Trust Deed.
(B) The Seller has agreed to assign to Funding 2 and Funding 2 has agreed to
acquire from the Seller a portion of the Seller's beneficial interest in
the Mortgages Trust on the terms and conditions set out in this
Agreement. It is intended that by virtue of the execution of this
Agreement and the execution of the Mortgages Trust Deed (as amended and
restated on the date of this Agreement), Funding 2 will become a
Beneficiary of the Mortgages Trust.
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATIONS
1.1 DEFINITIONS
The amended and restated master definitions and construction schedule
signed by, amongst others, the parties to this Agreement and dated 17
October 2006 (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.
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2. SALE AND ASSIGNMENT OF BENEFICIAL RIGHTS
2.1 ASSIGNMENT
In consideration of the payment by Funding 2 to the Seller of the
purchase price of [POUND]100 (the receipt of which is hereby
acknowledged), the Seller hereby sells and assigns (with full title
guarantee, free from any Security Interest) to Funding 2 such of its
beneficial interest under the Mortgages Trust Deed as is equal to
[POUND]100 of that portion of the Trust Property that, as at the date of
this Agreement, has been allocated to the Seller Share of the Trust
Property in accordance with the provisions relating to the allocation of
Trust Property set out in the Mortgages Trust Deed.
2.2 NOTIFICATION
The Seller hereby intimates and gives notice to the Mortgages Trustee of
the sale and assignment made pursuant to CLAUSE 2.1 and the Mortgages
Trustee by its execution of this Agreement immediately subsequent to the
execution hereof by the Seller consents to such assignment and
acknowledges such intimation and notification thereof and confirms that
as at the date of this Agreement it has received no notification of any
other dealing with the Seller Share of the Trust Property or any part
thereof except in accordance with the terms of the Transaction
Documents.
2.3 EFFECT OF ASSIGNMENT
The parties hereto acknowledge that following the sale and assignment
effected pursuant to CLAUSE 2.1 the Mortgages Trustee, the Seller,
Funding 1 and Funding 2 will enter into an amended and restated
Mortgages Trust Deed.
2.4 CONSENT AND WAIVER
The parties hereto acknowledge the terms of CLAUSE 17.3 (Seller shall
not assign) of the Mortgages Trust Deed and Funding 1 hereby, without
condition, consents to the sale and assignment of a portion of the
Seller's beneficial interest in the Mortgages Trust pursuant to the
terms of this Agreement and waives any breach of CLAUSE 17.3 (Seller
shall not assign) of the Mortgages Trust Deed that would occur by reason
of such sale and assignment.
3. FURTHER ASSURANCE
The parties agree that they will co-operate fully to do all such further
acts and things and execute or sign any further documents, instruments,
notices or consents as may be reasonable and necessary or desirable to
give full effect to the arrangements contemplated by this Agreement.
4. NO PARTNERSHIP OR AGENCY
Nothing in this Agreement shall be taken to constitute or create a
partnership between any of the parties to this Agreement or to make or
appoint each party the agent of the other parties.
5. ASSIGNMENT
5.1 ASSIGNMENT
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 consent shall
not, if requested, be unreasonably withheld) save that Funding 2 shall
be entitled to assign by way of security all or any of its rights under
this Agreement without such consent to the Funding 2 Security Trustee
pursuant to the Funding 2 Deed of Charge and the Funding 2 Security
Trustee may at its sole
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discretion assign all or any of its rights under or in respect of this
Agreement without such consent to any successor security trustee under
the Funding 2 Deed of Charge and may assign all of any part of the
Funding 2 Security upon an enforcement of the Funding 2 Security in
accordance with the Funding 2 Deed of Charge.
5.2 ACKNOWLEDGEMENT OF SECURITY ASSIGNMENT
The parties hereto acknowledge that Funding 2 will assign its rights
under this Agreement to the Funding 2 Security Trustee pursuant to the
Funding 2 Deed of Charge and acknowledges that pursuant to the terms of
the Funding 2 Deed of Charge, Funding 2, inter alia, authorises the
Funding 2 Security Trustee, following the Funding 2 Security becoming
enforceable, to exercise, or refrain from exercising, all of Funding 2's
rights, powers, authorities, discretions and remedies under or in
respect of the Transaction Documents to which Funding 2 is a party,
including this Agreement, in such manner as in the Funding 2 Security
Trustee's absolute discretion it shall think fit.
6. AMENDMENTS AND WAIVER
6.1 ENTIRE AGREEMENT
This Agreement sets out the entire agreement and understanding between
the parties with respect to the subject matter of this Agreement
superseding all prior oral or written understandings other than the
other Transaction Documents.
6.2 AMENDMENTS AND WAIVER
No amendment or waiver of any provision of this Agreement nor consent to
any departure by any of the parties therefrom shall in any event be
effective unless the same shall be in writing and signed by each of the
parties hereto. In the case of a waiver or consent, such waiver or
consent shall be effective only in the specific instance and as against
the party or parties giving it for the specific purpose for which it is
given.
6.3 RIGHTS CUMULATIVE
The respective rights of each of the parties to this Agreement are
cumulative and may be exercised as often as they consider appropriate.
No failure on the part of any party to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right preclude any
other or further exercise thereof or the exercise of any other right.
The remedies in this Agreement are cumulative and not exclusive of any
remedies provided by law.
7. NOTICES
Any notices to be given pursuant to this Agreement to any of the parties
hereto shall be sufficiently served if sent by prepaid first class post,
by hand or facsimile transmission and shall be deemed to be given (in
the case of facsimile transmission) when despatched, (where delivered by
hand) on the day of delivery if delivered before 5.00 p.m. on a London
Business Day or on the next London Business Day if delivered thereafter
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 Mortgages Trustee: to Permanent Mortgages
Trustee Limited, 00 Xxxxxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX
(facsimile number x00 (0) 0000 000000) 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;
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(b) in the case of the Seller: to Halifax plc (LP/3/3/SEC), Xxxxxxx
Xxxx, Xxxxxxx, Xxxx Xxxxxxxxx XX0 0XX (facsimile number +44 (0)
113 235 7511) for the attention Mortgage Securitisation Manager
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 Funding 1: to Permanent Funding (No. 1) Limited,
00 Xxxxx Xx. Xxxxx'x, Xxxxxx XX0X 0XX (facsimile number +44 (0)20
7398 6325) 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; and
(d) in the case of Funding 2: to Permanent Funding (No. 2) Limited,
00 Xxxxx Xx. Xxxxx'x, Xxxxxx XX0X 0XX (facsimile number +44 (0)20
73986325) 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,
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 7. All notices served under this Agreement shall be
simultaneously copied to the Funding 1 Security Trustee and the Funding
2 Security Trustee by the person serving the same.
8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
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.
9. EXECUTION IN COUNTERPARTS; SEVERABILITY
9.1 COUNTERPARTS
This Agreement may be executed in any number of counterparts (manually
or by facsimile) and by different parties hereto in separate
counterparts, when so executed, shall be deemed to be an original and
all of which when taken together shall constitute one and the same
instrument. Without prejudice to the foregoing generality, this
Agreement shall be fully effective and binding on the Seller upon at
least one copy of this Agreement having been executed and delivered by
the Seller notwithstanding that this Agreement has not then been
executed and delivered by any other party hereto or that such other
party has executed or executes or has delivered or delivers a
counterpart of this Agreement.
9.2 SEVERABILITY
Where any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations
under this Agreement, or of such provision or obligation in any other
jurisdiction, shall not be affected or impaired thereby.
10. GOVERNING LAW
10.1 This Agreement is governed by the laws of England.
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10.2 Each party to this Agreement hereby irrevocably submits to the 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.
11. PROCESS AGENT
The Mortgages Trustee irrevocably and unconditionally appoints
Structured Finance Management Limited of 00 Xxxxx Xx. Xxxxx'x, Xxxxxx
XX0X 0XX for the time being as its agent for service of process in
England in respect of any proceedings in respect of this Agreement and
undertakes that in the event of Structured Finance Management Limited
ceasing so to act it will appoint another person with a registered
office in London as its agent for service of process.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed as a
deed the day and year first before written.
FUNDING 1
EXECUTED as a DEED by ) /s/ Xxxxxxx Xxxxxxx
PERMANENT FUNDING (NO. 1) )
LIMITED acting by its attorney )
in the presence of )
Witness's signature: /s/ Xxxxxxxx Xxxxx
Name:
Address:
MORTGAGES TRUSTEE
EXECUTED as a DEED on behalf of ) /s/ Xxxxxxx Xxxxxxx
PERMANENT MORTGAGES )
TRUSTEE LIMITED, )
a company incorporated in Jersey, )
Channel Islands, by )
being a person who, )
in accordance with the laws of that )
territory is acting under the authority of )
the company in the presence of: )
Witness's signature: /s/ Xxxxxxxx Xxxxx
Name:
Address:
SELLER
EXECUTED as a DEED by )
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HALIFAX PLC ) /s/ Xxx Xxxxxxx
acting by its attorney ) /s/ Xxxxxxx akk
in the presence of )
Witness's signature: /s/ Xxxxxxxx Xxxxx
Name:
Address:
FUNDING 2
EXECUTED as a DEED by ) /s/ Xxxxxxx Xxxxxxx
PERMANENT FUNDING (NO. 2) )
LIMITED acting by its attorney )
in the presence of )
Witness's signature: /s/ Xxxxxxxx Xxxxx
Name:
Address:
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