EXECUTION COPY
DATED 20 MARCH 2002
NORTHERN ROCK PLC
as Seller
- and -
GRANITE FINANCE TRUSTEES LIMITED
as Mortgages Trustee
- and -
GRANITE FINANCE FUNDING LIMITED
- and -
THE BANK OF NEW YORK
as Security Trustee
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THIRD AMENDED
MORTGAGE SALE AGREEMENT
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SIDLEY XXXXXX XXXXX & XXXX
0 XXXXXXXXXXXX XXXXXX
XXXXXX XX0X 0XX
TELEPHONE 000 0000 0000
FACSIMILE 020 7626 7937
REF:528003V5
CONTENTS
CLAUSE PAGE NO.
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1. Definitions and Construction............................................4
2. Sale and Purchase of Initial Mortgage Portfolio.........................5
3. Initial Closing Date....................................................5
4. Sale and Purchase of New Mortgage Portfolios............................7
5. Trust of Monies........................................................13
6. Perfection of the Assignment...........................................14
7. Undertakings...........................................................17
8. Warranties and Repurchase by the Seller................................20
9. Further Assurance......................................................25
10. Consequences of Breach.................................................26
11. Subordination..........................................................26
12. Non-Merger.............................................................26
13. No Agency or Partnership...............................................26
14. Payments...............................................................27
15. Assignment.............................................................27
16. Security Trustee.......................................................27
17. New Intercompany Loans.................................................28
18. Non Petition Covenant; Limited Recourse................................28
19. Amendments and Waiver..................................................29
20. Notices................................................................30
21. Third Party Rights.....................................................30
22. Execution in Counterparts; Severability................................30
23. Governing Law and Submission to Jurisdiction...........................30
24. Process Agent..........................................................31
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25. Appropriate Forum......................................................31
26. Transaction Documents..................................................31
SCHEDULE 1 REPRESENTATIONS AND WARRANTIES..................................32
SCHEDULE 2 FORMS OF TRANSFERS: REGISTERED AND UNREGISTERED LAND............40
SCHEDULE 3 ASSIGNMENT OF INSURANCE CONTRACTS...............................45
SCHEDULE 4 INSURANCE CONTRACTS.............................................47
SCHEDULE 5 ASSIGNMENT OF GUARANTEES........................................48
SCHEDULE 6 NEW MORTGAGE PORTFOLIO NOTICE...................................50
SCHEDULE 7 LOAN REPURCHASE NOTICE..........................................53
SCHEDULE 8 FORM OF NOTIFICATION TO BORROWERS...............................55
SCHEDULE 9 OFFER UNDER CLAUSE 8.6 (REPURCHASE OF FIXED RATE
MORTGAGE LOANS)......................................................56
SCHEDULE 10................................................................57
POWER OF ATTORNEY IN FAVOUR OF THE MORTGAGES TRUSTEE,
FUNDING AND THE SECURITY TRUSTEE..................................57
SCHEDULE 11................................................................60
LENDING CRITERIA..................................................60
SCHEDULE 12................................................................63
STANDARD DOCUMENTATION............................................63
APPENDIX A
THE INITIAL MORTGAGE LOAN PORTFOLIO...............................65
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THIS THIRD AMENDED MORTGAGE SALE AGREEMENT DATED 20 MARCH 2002 FURTHER AMENDS
AND RESTATES THE MORTGAGE SALE AGREEMENT DATED 26 MARCH 2001 BETWEEN:
(1) NORTHERN ROCK PLC (registered number 3273685), a public limited company
incorporated under the laws of England and Wales, whose registered office
is at Northern Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX ("NORTHERN
ROCK" or the "SELLER");
(2) GRANITE FINANCE TRUSTEES LIMITED (registered number 79309), a private
limited company incorporated under the laws of Jersey, whose registered
office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX, Channel
Islands (the "MORTGAGES TRUSTEE");
(3) GRANITE FINANCE FUNDING LIMITED (registered number 79308), a private
limited company incorporated under the laws of Jersey, but acting out of
its branch office established in England (registered overseas company
number FC022999 and branch number BR005916) at 0xx Xxxxx, 00 Xxx Xxxxxx
Xxxxxx, Xxxxxxxxxxx, Xxxxxx XX0X 0XX ("FUNDING", and together with the
Seller, the "BENEFICIARIES"); and
(4) THE BANK OF NEW YORK (the "SECURITY TRUSTEE", which expression where the
context permits shall include such company or person and all other
companies or persons for the time being acting as the trustee or trustees
under the Mortgages Trust Deed) whose principal office is at Xxx Xxxxxx
Xxxxxx, 00xx Xxxxx, Xxxxxx X00 0XX.
WHEREAS:
(A) The Seller carries on the business (inter alia) of originating mortgage
loans secured on residential properties in England and Wales.
(B) The Seller has agreed to assign to the Mortgages Trustee certain mortgage
loans, together with the benefit of the related security for the same, on
the terms and subject to, the conditions set out in this Mortgage Sale
Agreement (the "AGREEMENT").
(C) The Mortgages Trustee has agreed to hold certain 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.
IT IS HEREBY AGREED AS FOLLOWS:
1. DEFINITIONS AND CONSTRUCTION
1.1. The provisions of the Master Definitions Schedule as amended and restated
by (and appearing in Appendix 1 to) the Master Definitions Schedule Second
Amendment and Restatement Deed made on 20 March 2002 between, among others,
the Seller, Funding and the Mortgages Trustee (as the same have been and
may be amended, varied or supplemented from time to time with the consent
of the parties hereto) are expressly and specifically incorporated into and
shall apply to this Agreement.
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2. SALE AND PURCHASE OF INITIAL MORTGAGE PORTFOLIO
2.1 AGREEMENT TO ASSIGN: Subject to Clause 2.2 (Conditions), in consideration
of the Purchase Price for the Initial Mortgage Portfolio (which shall be
paid in accordance with Clause 3.3 (Effect of Payment of Initial Purchase
Price)) and the covenant of the Mortgages Trustee to hold the Trust
Property upon trust for the Seller and Funding as beneficiaries of the
Mortgages Trust upon, with and subject to all the trusts, powers and
provisions of the Mortgages Trust Deed and the Mortgages Trustee's
agreement in Clause 3.5 (Early Repayment Charges) to re-assign the benefit
of such Early Repayment Charges, the Seller hereby agrees to assign the
Initial Mortgage Portfolio to the Mortgages Trustee on the Initial Closing
Date with full title guarantee.
2.2 CONDITIONS: The obligation of the Seller under Clause 2.1 (Agreement to
Assign) shall be subject to and conditional upon:
(a) the issue by the First Issuer of the Notes on the Initial Closing Date
and the borrowing by Funding of the amount provided for under the
First Issuer Intercompany Loan Agreement;
(b) the constitution of the Mortgages Trust on or prior to the Initial
Closing Date;
(c) the Transaction Documents having been executed and delivered by the
parties thereto on or before the Initial Closing Date or, in the case
of any Transaction Documents which are to be executed immediately
after the Initial Closing Date, the same having been executed and
being available for delivery and none of the parties knowing of any
reason why the same should not be delivered immediately thereafter;
(d) the payment of the Initial Contribution by Funding to the Mortgages
Trustee in accordance with the terms of the Mortgages Trust Deed; and
2.3 the payment of the Initial Purchase Price by the Mortgages Trustee to the
Seller in accordance with paragraph (a) of Clause 3.2 (Purchase Price).
3. INITIAL CLOSING DATE
3.1 INITIAL CLOSING AND CONDITIONS PRECEDENT: A meeting shall take place on the
Initial Closing Date at the offices of Xxxxx & Xxxx, 0 Xxxxxxx Xxxxxx,
Xxxxxxx Xxxxx, Xxxxxx XX0X 0XX, or such offices as the parties may agree,
at which the Seller shall deliver to the Security Trustee (upon request),
Funding and the Mortgages Trustee or the representative of such party (or
procure such delivery to such party of) the following documents:
(a) an original power of attorney in the form set out in Schedule 10
(Power of Attorney in favour of the Mortgages Trustee, Funding and the
Security Trustee) duly executed by the Seller;
(b) a certificate of solvency in relation to the Seller dated as at the
Initial Closing Date (in the form of the agreed draft) duly executed
by the Seller;
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(c) a list of the Mortgage Loans in the Initial Mortgage Portfolio;
(d) an assignment of the Insurance Contracts to the extent that such
Insurance Contracts relate to the Initial Mortgage Portfolio in the
form set out in Schedule 3 (Assignment of Insurance Contracts) duly
executed by the Seller; and
(e) a certified copy of the board minutes of the securitisation
sub-committee of the Seller authorising its duly appointed
representatives to agree the sale and assignment of the Initial
Mortgage Portfolio and authorising the execution and performance of
this Agreement, the Mortgages Trust Deed, the Administration
Agreement, the other Transaction Documents and all of the
documentation to be entered into pursuant to the Transaction
Documents.
3.2 PURCHASE PRICE: Subject to fulfilment of the conditions referred to in
paragraphs (a) to (and including) (d) of Clause 2.2 (Conditions) and Clause
3.1 (Initial Closing and Conditions Precedent), the Mortgages Trustee shall
pay the Purchase Price for the Initial Mortgage Portfolio to the Seller, in
the manner that the Seller directs, for value, as follows:
(a) the Initial Purchase Price for the Initial Mortgage Portfolio shall be
paid by the Mortgages Trustee to the Seller on the Initial Closing
Date (which Initial Purchase Price shall be paid by the Mortgages
Trustee from funds received by the Mortgages Trustee from Funding on
such date in respect of Funding's Initial Contribution for the Funding
Share of the Closing Trust Property pursuant to the Mortgages Trust
Deed);
(b) subject to and in accordance with the Mortgages Trustee Revenue
Priority of Payments, an amount of Deferred Purchase Price in respect
of the Mortgage Portfolio shall be paid by the Mortgages Trustee to
the Seller on each Distribution Date but only from and to the extent
(if any) of any Relevant Distribution (as defined under paragraph (b)
of Clause 4.2 (Consideration provided by Funding) of the Mortgages
Trust Deed) available for payment on such date and in an amount equal
to the Deferred Contribution for the Funding Share of the Trust
Property paid by Funding to the Mortgages Trustee on such date or in
respect of which the payment of such Deferred Contribution is
otherwise satisfied on such date in accordance with the Mortgages
Trust Deed; and
(c) a final amount of Deferred Purchase Price in respect of the Mortgage
Portfolio shall be paid by the Mortgages Trustee to the Seller
following the receipt by the Mortgages Trustee from Funding of any
Final Deferred Contribution, which payment shall be in an amount equal
to such Final Deferred Contribution for the Funding Share of the Trust
Property paid by Funding to the Mortgages Trustee or in respect of
which the payment of such Final Deferred Contribution is otherwise
satisfied in accordance with the Mortgages Trust Deed.
3.3 EFFECT OF PAYMENT OF INITIAL PURCHASE PRICE: The parties hereto acknowledge
that the effect of the payment to the Seller by the Mortgages Trustee of
the Initial Purchase Price on the Initial Closing Date will be the
assignment to the Mortgages Trustee of the beneficial
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ownership of, and all of the Seller's beneficial right, title, interest and
benefit in and to, the Initial Mortgage Portfolio subject to the terms and
provisions of the Mortgages Trust Deed, which assignment will be perfected
upon the occurrence of any of the events set forth in Clause 6 (Perfection
of the Assignment) and the transfer to the Mortgages Trustee of legal title
to the Initial Mortgage Portfolio in accordance with Clause 6 (Perfection
of the Assignment).
3.4 DOCUMENTS: The Seller undertakes that from the Initial Closing Date until
the perfection of the assignment in accordance with Clause 6.1 (Perfection
Events) and delivery of the Title Deeds in accordance with Clause 6.2
(Perfection), the Seller shall hold the deeds and documents constituting
the Title Deeds and Mortgage Loan Files and all other certificates,
notices, policies, endorsements and other matters necessary to establish
title thereto relating to the Mortgage Portfolio that are in its possession
or under its control or held to its order to the order of the Mortgages
Trustee or the Security Trustee or as the Mortgages Trustee or the Security
Trustee shall direct.
3.5 EARLY REPAYMENT CHARGES: The Mortgages Trustee hereby agrees to re-assign
to the Seller upon the Initial Closing Date the benefit of any and all
Early Repayment Charges payable from time to time on the Mortgage Loans
included in the Initial Mortgage Portfolio PROVIDED THAT, if any Mortgage
Loans in respect of which Early Repayment Charges are payable are the
subject of a trust pursuant to Clause 5.1 (Trust in favour of Mortgages
Trustee), the Seller, the Mortgages Trustee, Funding and the Security
Trustee agree that the benefit of any Early Repayment Charges payable under
such Mortgage Loan shall, on the Initial Closing Date, be released from
such trust.
3.6 INSURANCE: The Seller shall as soon as reasonably practical after the sale
and assignment of the Initial Mortgage Portfolio on the Initial Closing
Date procure that the respective interests of the Mortgages Trustee,
Funding and the Security Trustee are noted by the relevant insurers in
relation to each Insurance Contract.
4. SALE AND PURCHASE OF NEW MORTGAGE PORTFOLIOS
4.1 AGREEMENT TO ASSIGN: Subject to fulfilment of the conditions set out in
Clauses 2.2 (Conditions), 3.1 (Initial Closing and Conditions Precedent),
4.2 (Conditions to Effecting an Assignment of New Mortgage Loans) and 4.3
(No Further Assignment), in consideration of either:
(a) the Purchase Price, if any is payable (which if it is payable shall be
paid in accordance with Clause 4.5 (Purchase Price)), for the New
Mortgage Portfolio and the covenant by the Mortgages Trustee to hold
the Trust Property upon trust for the Seller and Funding as
beneficiaries of the Mortgages Trust, upon, and with and subject to
the trusts, powers and provisions of the Mortgages Trust Deed; or
(b) the covenant by the Mortgages Trustee to hold the Trust Property upon
trust for the Seller and Funding as beneficiaries of the Mortgages
Trust upon, and with and subject to the trusts, powers and provisions
of the Mortgages Trust Deed,
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and (in either case) the Mortgages Trustee's agreement in Clause 4.8
(Early Repayment Charges) to re-assign the benefit of any and all
Early Repayment Charges, if the Seller shall at any time and from time
to time serve a properly completed New Mortgage Portfolio Notice as
set out in Schedule 6 (New Mortgage Portfolio Notice) on the Mortgages
Trustee and Funding with a copy (upon request) to the Security Trustee
(such service to be in the Seller's sole discretion), then on the
Assignment Date specified in the New Mortgage Portfolio Notice the
Seller agrees that it shall assign to the Mortgages Trustee the
relevant New Mortgage Portfolio with full title guarantee, PROVIDED
THAT (a) the Seller hereby covenants that it will not assign New
Mortgage Loans to the Mortgages Trustee during any Trust Calculation
Period prior to the Distribution Date in such Trust Calculation
Period, and (b) the Seller hereby agrees that it is only permitted to
make one assignment of New Mortgage Loans to the Mortgages Trustee
during any Trust Calculation Period.
4.2 CONDITIONS TO EFFECTING AN ASSIGNMENT OF NEW MORTGAGE LOANS: The conditions
to be met as at each Assignment Date in order to effect an assignment of
New Mortgage Loans are:
(a) the aggregate Arrears of Interest in respect of all of the Mortgage
Loans in the Mortgages Trust, as a percentage of the aggregate gross
interest due during the previous 12 months on all Mortgage Loans
outstanding during all or part of such period, does not exceed 2 per
cent., or such other percentage as agreed to by the Rating Agencies on
such Assignment Date. "ARREARS OF INTEREST" for this purpose in
respect of a Mortgage Loan on any date means the aggregate amount
overdue on the Mortgage Loan on that date, but only where such
aggregate amount overdue equals or exceeds an amount equal to the
Monthly Payment then due on the Mortgage Loan and such amount has been
overdue for an entire calendar month;
(b) the long term, unsecured, unguaranteed and unsubordinated debt
obligations of the Seller are rated no lower than A3 by Xxxxx'x and A-
by Fitch at the time of, and immediately following, the assignment of
the New Mortgage Loans to the Mortgages Trustee;
(c) on the relevant Assignment Date, the aggregate Current Balance of the
Mortgage Loans in the Mortgages Trust, in respect of which the
aggregate amount is then in arrears for at least 3 months, is less
than 4 per cent. of the aggregate Current Balance of all Mortgage
Loans in the Mortgages Trust on such Assignment Date, unless the
Rating Agencies have confirmed that the then current ratings of the
Notes will not be adversely affected;
(d) the Lending Criteria applicable at the time of origination of each
relevant New Mortgage Loan have been applied to the New Mortgage Loan
and to the circumstances of the Borrower at the time the New Mortgage
Loan was made, provided that material variations from such Lending
Criteria may occur so long as the Rating Agencies have been notified
of any such material variations;
(e) no New Mortgage Loan has on the relevant Assignment Date an aggregate
amount in arrears which is greater than the amount of the Monthly
Payment then due;
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(f) the Rating Agencies have not provided written confirmation to the
Mortgages Trustee, the Security Trustee and the Issuer that the
assignment to the Mortgages Trustee of the New Mortgage Loans on the
Assignment Date will adversely affect the then current ratings of the
existing Notes of any Issuer (provided that, in respect of the
assignment by the Seller to the Mortgages Trustee of a New Mortgage
Portfolio in connection with the issuance by a New Issuer of New Notes
and the drawing by Funding of a New Intercompany Loan, the condition
to be met at the relevant Assignment Date of such New Mortgage
Portfolio will be that the Rating Agencies have confirmed in writing
to the Mortgages Trustee, the Security Trustee and the Issuer that the
assignment to the Mortgages Trustee of the New Mortgage Portfolio on
such Assignment Date will not adversely affect the then current
ratings of the existing Notes of any Issuer);
(g) the aggregate Current Balance of New Mortgage Loans transferred in any
one Interest Period does not exceed 10 per cent. of the aggregate
Current Balance of Mortgage Loans in the Mortgages Trust as at the
beginning of that Interest Period;
(h) each Issuer Reserve Fund is fully funded on the relevant Assignment
Date up to the relevant required amount or, if any Issuer Reserve Fund
is not so fully funded, no payments have been made from such Issuer
Reserve Fund;
(i) no Intercompany Loan Enforcement Notice has been served in respect of
any Intercompany Loan;
(j) the assignment of the New Mortgage Portfolio on the relevant
Assignment Date does not result in the product of WAFF and WALS for
the Mortgage Portfolio after such purchase, calculated on the relevant
Assignment Date in the same way as for the Initial Mortgage Portfolio
(or as agreed by the Administrator and the Rating Agencies from time
to time), exceeding the product of WAFF and WALS for the Mortgage
Portfolio calculated on the most recent preceding Closing Date plus
0.25 per cent.;
(k) to the extent necessary, each Issuer has entered into appropriate
hedging arrangements in respect of such New Mortgage Loans before such
Mortgage Loans are assigned to the Mortgage Trust;
(l) no event of default under the Transaction Documents has occurred which
is continuing as at the relevant Assignment Date;
(m) the weighted average yield on the Mortgage Portfolio together with the
New Mortgage Portfolio to be assigned to the Mortgages Trustee on the
relevant Assignment Date is not less than LIBOR for three-month
sterling deposits plus 0.6 per cent., taking into account the weighted
average yield on the Mortgage Loans and the margins on any Basis Rate
Swaps as at the relevant Assignment Date;
(n) the assignment of the New Mortgage Portfolio on the relevant
Assignment Date does not result in the weighted average loan to value
ratio of Mortgage Loans in the
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Mortgage Portfolio on the relevant Assignment Date (after the purchase
of the New Mortgage Portfolio) after application of the LTV Test on
the relevant Assignment Date exceeding the loan to value ratio (based
on the LTV Test) of Mortgage Loans in the Mortgage Portfolio on the
most recent preceding Closing Date plus 0.25 per cent.;
(o) no New Mortgage Loan has a maturity date on or after January 2039;
(p) the related Borrower under each New Mortgage Loan has made at least
one Monthly Payment;
(q) for so long as any Notes issued by any Issuer that have a Final
Repayment Date earlier than January 2041 are outstanding, the
assignment of New Mortgage Loans to the Mortgages Trustee may only
occur if, following such assignment, the aggregate number of Repayment
Mortgage Loans in the Mortgage Portfolio is greater than or equal to
25 per cent. of the aggregate number of Mortgage Loans in the Mortgage
Portfolio;
(r) the Rating Agencies have provided written confirmation that the then
current ratings on the Notes would not be adversely affected by the
assignment to the Mortgages Trustee of a New Mortgage Loan in respect
of a mortgage loan product having characteristics and/or features that
differ materially from the characteristics and/or features of the
Mortgage Loans in the Initial Mortgage Portfolio; and
(s) the Seller shall as at the relevant Assignment Date make the
Representations and Warranties to the Mortgages Trustee, Funding and
the Security Trustee in relation to each New Mortgage Loan in the New
Mortgage Portfolio being sold on the relevant Assignment Date in
accordance with Clause 8 (Warranties and Repurchase by the Seller) and
such Representations and Warranties must be true in relation to each
New Mortgage Loan (but if such Representation and Warranties are only
discovered to be untrue after the relevant Assignment Date, the
Mortgages Trustee's only remedy shall be under Clause 7
(Undertakings),
PROVIDED THAT, if an Initial Purchase Price is payable to the Seller by the
Mortgages Trustee on the relevant Assignment Date, only the conditions set
out in paragraphs (e), (f), (i), (k), (l), (m), (o), (p), (q), (r) and (s)
are required to be satisfied to effect an assignment of the New Mortgage
Loans.
Notwithstanding the foregoing, the Mortgages Trustee may waive or vary any
of the conditions set forth in this Clause 4.2 subject to written approval
by the Rating Agencies.
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 NO FURTHER ASSIGNMENT: The Seller and the Mortgages Trustee agree that the
Seller may not assign any New Mortgage Portfolio after the Payment Date
falling in January 2008 if the option to redeem the First Issuer Notes on
the Payment Date in January 2008 pursuant to
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Condition 5(D) of those Notes is not exercised.
4.4 CLOSING AND CONDITIONS PRECEDENT: A meeting shall take place on the date of
the assignment of the relevant New Mortgage Portfolio at the offices of the
Seller or at such other office as may be agreed by the parties at which the
Seller shall deliver to the Security Trustee or its representative the
following documents:
(a) a certificate of solvency in relation to the Seller dated the relevant
Assignment Date (in the form of the agreed draft) duly executed by the
Seller;
(b) an assignment of the Insurance Contracts to the extent that such
Insurance Contracts relate to the New Mortgage Portfolio in the form
set out in Schedule 3 (Assignment of Insurance Contracts) duly
executed by the Seller; and
(c) a certificate of a duly authorised officer of the Seller attaching a
copy of the board minutes referred to in paragraph (e) of Clause 3.1
(Initial Closing and Conditions Precedent) 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.
4.5 PURCHASE PRICE: Subject to fulfilment of the conditions referred to in
Clauses 4.2 (Conditions to Effecting an Assignment of New Mortgage Loans),
4.3 (No Further Assignment) and 4.4 (Closing and Conditions Precedent), the
Mortgages Trustee shall, if and to the extent that the same is payable, pay
the Purchase Price for the New Mortgage Portfolio to the Seller, in the
manner that the Seller directs, for value, as follows:
(a) (if any Initial Purchase Price is payable in respect of the New
Mortgage Portfolio which shall only be the case if an Initial
Contribution is paid by Funding to the Mortgages Trustee on such date
pursuant to the terms of the Mortgages Trust Deed) the Initial
Purchase Price for the New Mortgage Portfolio shall be paid by the
Mortgages Trustee to the Seller on the relevant Assignment Date (which
Initial Purchase Price shall be paid by the Mortgages Trustee from
funds received by the Mortgages Trustee from Funding on such date in
respect of Funding's Initial Contribution for the Funding Share of the
New Trust Property pursuant to the Mortgages Trust Deed), PROVIDED
THAT if on any date the Seller is obliged to repurchase any Mortgage
Loan or Mortgage Loans pursuant to Clause 8.4 (Repurchase), 8.5
(Repurchase of Product Switches and Further Advances) or 8.6
(Repurchase of Fixed Rate Mortgage Loans), and on such date the Seller
assigns New Mortgage Loans and their Related Security to the Mortgages
Trustee, the Seller is entitled to set-off against the repurchase
price payable by it on such repurchase as set forth under Clause 8.7
(Completion of Repurchase) the amount of any Initial Purchase Price
payable for any such New Mortgage Loans and shall instead pay (or be
paid) such net amount; and
(b) subject to and in accordance with the Mortgages Trustee Revenue
Priority of Payments, an amount of Deferred Purchase Price in respect
of the Mortgage Portfolio shall be paid by the Mortgages Trustee to
the Seller on each Distribution Date but
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only from and to the extent (if any) of any Relevant Distribution (as
defined under paragraph (b) of Clause 4.2 (Consideration provided by
Funding) of the Mortgages Trust Deed) available for payment on such
date and in an amount equal to the Deferred Contribution for the
Funding Share of the Trust Property paid by Funding to the Mortgages
Trustee on such date or in respect of which the payment of such
Deferred Contribution is otherwise satisfied on such date in
accordance with the Mortgages Trust Deed.
4.6 EFFECT OF PAYMENT OF INITIAL PURCHASE PRICE OR FULFILMENT OF CONDITIONS:
The parties hereto acknowledge that the effect of either the payment to the
Seller by the Mortgages Trustee of the Initial Purchase Price on the
relevant Assignment Date or, if no Initial Purchase Price is payable on
such date, the confirmation from the Seller of the fulfilment of the
conditions referred to in Clauses 4.2 (Conditions to Effecting an
Assignment of New Mortgage Loans) and the delivery to the Security Trustee
of the documents referred to in Clause 4.4 (Closing and Conditions
Precedent) on such date, will be the assignment to the Mortgages Trustee of
the beneficial ownership of, and all of the Seller's beneficial right,
title, interest and benefit in and to, the New Mortgage Portfolio subject
to the terms and provisions of the Mortgages Trust Deed, which assignment
will be perfected upon the occurrence of any of the events set forth in
Clause 6 (Perfection of the Assignment) and the transfer to the Mortgages
Trustee of legal title to such New Mortgage Portfolio in accordance with
Clause 6 (Perfection of the Assignment).
4.7 DOCUMENTS: The Seller undertakes that from the relevant Assignment Date
until the perfection of the assignment in accordance with Clause 6.1
(Perfection Events) and the delivery of the Title Deeds in accordance with
Clause 6.2 (Perfection), the Seller shall hold the deeds and documents
constituting the Title Deeds and Mortgage Loan Files and all other
certificates, notices, policies, endorsements and other matters necessary
to establish title thereto relating to the Mortgage 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.
4.8 EARLY REPAYMENT CHARGES: The Mortgages Trustee hereby agrees to re-assign
to the Seller upon the relevant Assignment Date the benefit of any and all
Early Repayment Charges payable from time to time on the Mortgage Loans
included in the New Mortgage Portfolio PROVIDED THAT, if any Mortgage Loans
in respect of which Early Repayment Charges are payable are the subject of
a trust pursuant to Clause 5.1 (Trust in favour of Mortgages Trustee), the
Seller, the Mortgages Trustee, Funding and the Security Trustee agree that
the benefit of any Early Repayment Charges payable under such Mortgage Loan
shall, on the relevant Assignment Date, be released from such trust.
4.9 INSURANCE: The Seller shall as soon as reasonably practical after
completion of the assignment of each New Mortgage Portfolio procure that
the respective interests of the Mortgages Trustee, Funding and the Security
Trustee are noted by the relevant insurers in relation to each Insurance
Contract.
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4.10 MORTGAGE PORTFOLIO: Prior to the earlier to occur of:
(a) a Trigger Event; and
(b) (i) if Funding does not enter into a New Intercompany Loan Agreement,
the Payment Date in January 2008; or
(ii) if Funding does enter into New Intercompany Loan Agreements, the
latest Payment Date specified by Funding 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 efforts to offer to
assign, in accordance with the provisions of this Clause 4 (Sale and
Purchase of New Mortgage Portfolios), 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, sufficient New Mortgage Loans and their Related
Security so that the Overcollateralisation Test is not breached on
three consecutive Distribution Dates PROVIDED THAT the Seller shall
not be obliged to assign to the Mortgages Trustee, and the Mortgages
Trustee shall not be obliged to acquire, New Mortgage Loans and their
Related Security if in the opinion of the Seller the assignment to the
Mortgages Trustee of New Mortgage Loans and their Related Security
would adversely affect the business of the Seller.
For the purposes of this Clause 4.10, the "OVERCOLLATERALISATION TEST"
shall be calculated on each Distribution Date and shall be breached on any
Distribution Date where the aggregate Current Balance of Mortgage Loans in
the Mortgage Portfolio on such Distribution Date is less than an amount
equal to the product of 1.10 and the Principal Amount Outstanding of all
Notes of all Issuers at such DISTRIBUTION DATE, and for this purpose, where
such Notes outstanding are Controlled Amortisation Notes, the Principal
Amount Outstanding of such Notes will be calculated on a straight-line
basis by applying the appropriate CPR to such Notes on a monthly, rather
than a quarterly basis.
5. TRUST OF MONIES
5.1 TRUST IN FAVOUR OF MORTGAGES TRUSTEE: Notwithstanding the assignment
effected by this Agreement if at, or at any other time after, the Initial
Closing Date or, as the case may be in respect of any New Mortgage
Portfolio, the relevant Assignment Date (but prior to any repurchase in
accordance with Clause 8.5 (Repurchase of Product Switches and Further
Advances)) the Seller holds, or there is held to its order, or it receives,
or there is received to its order any property, interest, right or benefit
and/or the proceeds thereof hereby agreed to be sold to the Mortgages
Trustee, the Seller undertakes with the Mortgages Trustee, Funding and the
Security Trustee that it will hold such property, interest, right or
benefit and/or the proceeds thereof upon trust for the Mortgages Trustee
subject at all times to the Mortgages Trust. In addition, if for any reason
the assignment of the Initial Mortgage Portfolio, or any New Mortgage
Portfolio (or any part thereof), or any property, interest, right or
benefit therein or any of the proceeds thereof (each a "RELEVANT ASSET"),
is held to be ineffective or unenforceable against any Borrower, the Seller
undertakes with the Mortgages Trustee, Funding and the Security Trustee and
hereby declares that it will hold such relevant asset
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upon trust for the Mortgages Trustee. The Mortgages Trustee agrees that it
will hold its beneficial interest in such relevant asset subject at all
times to the Mortgages Trust.
5.2 TRUST IN FAVOUR OF SELLER: If at, or any time after, the Initial Closing
Date or, as the case may be in respect of any New Mortgage Portfolio, the
relevant Assignment Date, the Mortgages Trustee holds, or there is held to
its order, or it receives, or there is received to its order, any property,
interest, right or benefit relating to:
(a) any Mortgage Loan or Mortgage Loans under a Mortgage Account and its
Related Security repurchased by the Seller pursuant to Clause 8
(Warranties and Repurchase by the Seller); or
(b) (without prejudice to Clause 10 (Consequences of Breach)) any Early
Repayment Charges payable by a Borrower in respect of any Mortgage
Loan in the Mortgages Trust the benefit of which have been re-assigned
to the Seller by the Mortgages Trustee in accordance with Clauses 3.5
(Early Repayment Charges) and 4.8 (Early Repayment Charges);
and/or the proceeds thereof, the Mortgages Trustee undertakes with the
Seller that it will remit, assign 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, assignment or
transfer, the Mortgages Trustee undertakes to hold such property, interest,
right or benefit and/or the proceeds thereof upon trust for the Seller as
the sole 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 moneys and paid them to third parties
in error, it pays (at the direction of the Beneficiaries) to the Seller an
amount equal to the moneys so paid in error in accordance with the
Administration Agreement. In addition, if the Seller is required or elects
to repurchase any Mortgage Loan and its Related Security pursuant to
Clauses 8.4 (Repurchase), 8.5 (Repurchase of Product Switches and Further
Advances) or 8.6 (Repurchase of Fixed Rate Mortgage Loans) and such
Mortgage Loan or its Related Security, or any part thereof, or any
property, interest, right or benefit therein or any of the proceeds thereof
(each, a "RELEVANT ASSET"), is held by the Seller subject to a trust
pursuant to Clause 5.1 (Trust in favour of Mortgages Trustee), then the
Seller, the Mortgages Trustee, Funding and the Security Trustee agree that
such relevant asset shall be released from the trust constituted pursuant
to Clause 5.1 (Trust in favour of Mortgages Trustee) on the date that such
relevant asset would otherwise have been repurchased or re-transferred
pursuant to Clause 8.7 (Completion of Repurchase).
6. PERFECTION OF THE ASSIGNMENT
6.1 PERFECTION EVENTS: The execution of transfers of the Mortgages to the
Mortgages Trustee and the notifications to Borrowers notifying such
Borrowers of the assignment of their Mortgage Loans and Related Security to
the Mortgages Trustee shall be completed within 20 business days of receipt
of a written request in accordance with Clause 6.2 (Perfection) upon the
occurrence of any of the following events:
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(a) the valid service of an Intercompany Loan Enforcement Notice or a Note
Enforcement Notice, provided that the perfection of an assignment of
the Mortgage Portfolio shall not be required if the sole reason for
the service of any Note Enforcement Notice is a default by a Currency
Swap Provider of any Issuer; or
(b) unless otherwise agreed by the Rating Agencies, the termination of the
Seller's role as Administrator under the Administration Agreement and
failure of any substitute administrator to assume the duties of the
Administrator; or
(c) the Seller being required by an order of a court of competent
jurisdiction, or by a change in law occurring after the Initial
Closing Date, or by a regulatory authority of which the Seller is a
member or with whose instructions it is customary that the Seller
comply, to perfect the transfer of legal title to the Mortgage Loans
and the Related Security in favour of the Mortgages Trustee; or
(d) the security under the Funding Deed of Charge or any material part of
such security being in jeopardy and it being necessary to perfect the
transfer of legal title to the Mortgage Loans and their Related
Security in favour of the Mortgages Trustee in order to reduce such
jeopardy materially; or
(e) the occurrence of an Insolvency Event in relation to the Seller; or
(f) notice in writing from the Seller to the Mortgages Trustee and Funding
(with a copy to the Security Trustee) requesting such transfer.
6.2 PERFECTION: If an event set forth in any of paragraphs (a) to (f) of Clause
6.1 (Perfection Events) occurs and either the Mortgages Trustee or Funding
(with the consent of the Security Trustee) or the Security Trustee so
requests in writing, the Seller shall perfect the assignments as
contemplated by and in accordance with this Clause 6 (Perfection of the
Assignment) in relation to all Mortgage Loans then in the Mortgage
Portfolio and shall:
(a) deliver to the Mortgages Trustee all Title Deeds and (subject to
receipt of up to date schedules) the transfers referred to in Clause
6.3 (Transfer Documents) duly executed by the Seller; and
(b) give formal notice of the transfers to the relevant Borrowers,
insurers and other persons (all such notices being in such form or
forms as may be required by the Mortgages Trustee or Funding (with the
written consent of the Security Trustee) or the Security Trustee.
6.3 TRANSFER DOCUMENTS: If an event set forth in any of paragraphs (a) to (f)
of Clause 6.1 (Perfection Events) occurs, the transfers that the Seller is
required to deliver are:
(a) transfers in the form set out in Part 1 of Schedule 2 (Form of
Transfer (Registered Land - England and Wales)) of all the Mortgages
then in the Mortgage Portfolio secured (or intended to be secured)
over Mortgaged Properties which comprise
15
registered land (including any Mortgaged Property which is the subject
of an application for first registration at the Land Registry);
(b) transfers in the form set out in Part 2 of Schedule 2 (Form of
Transfer (Unregistered Land - England and Wales)) of all the Mortgages
then in the Mortgage Portfolio secured (or intended to be secured)
over Mortgaged Properties which comprise unregistered land (excluding
any which is the subject of an application for first registration);
(c) transfers of the benefit of the Guarantees relating to any relevant
Mortgage Loan in the form of the Assignment of Guarantees set out in
Schedule 5 (Assignment of Guarantees); and
(d) transfers of the Related Security or any other property or security
sold to the Mortgages Trustee under this Agreement in such form as the
Mortgages Trustee or the Security Trustee may reasonably require.
The Mortgages Trustee or Funding (with the consent of the Security
Trustee) or the Security Trustee may require that the form of any
transfer or assignment referred to in this Clause 6.3 be changed at
any time to reflect changes in law or relevant registry practice or
requirements.
6.4 PRIOR TO PERFECTION: Prior to perfection pursuant to Clause 6.1 (Perfection
Events) and subject to Clause 7.3 (Seller Ratings) and Clauses 3.6
(Insurance) and 4.9 (Insurance) neither the Mortgages Trustee nor Funding
nor the Security Trustee will:
(a) register itself at, or 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
H.M. Land Registry or at H.M. Land Registry in relation to the
Mortgages Trustee's and/or Funding's interests in the Mortgage
Portfolio;
(b) give or require the giving of any notice to any Borrower, insurer or
any other person of the assignment of that Borrower's Mortgage Loan
and its Related Security or such other property as may be included in
the Mortgage Portfolio to the Mortgages Trustee or the charge by
Funding of Funding's beneficial interest in that Borrower's Mortgage
Loan and its Related Security or such property to the Security Trustee
pursuant to the Funding 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).
6.5 FURTHER ASSURANCE: The Seller shall, subject to the other provisions of
this Clause 6 (Perfection of the Assignment), upon request do all such
other deeds, assurances, agreements, instruments, acts and things as the
Mortgages Trustee, Funding or the Security Trustee may
16
require in order to give effect to the terms of this Agreement and the
assignments contemplated herein.
6.6 RE-ASSIGNMENT OF EARLY REPAYMENT CHARGES: At any time following perfection
pursuant to Clause 6.1 (Perfection Events) and the delivery of documents
pursuant to Clause 6.2 (Perfection) and Clause 6.3 (Transfer Documents),
the Mortgages Trustee shall deliver to the Seller a deed of re-assignment
of the benefit of any Early Repayment Charges in such form as the Seller
shall request.
7. UNDERTAKINGS
7.1 ADMINISTRATION: The Mortgages Trustee and Funding undertake that they will
at all times (or will direct the Administrator at all times to) administer
and enforce (and exercise their powers and rights and perform their
obligations under) the Mortgage Loans comprised in the Mortgage Portfolio
and their Related Security in accordance with the Administration Procedures
(for so long as these exist and thereafter in accordance with such policies
as would be applied by a reasonable, prudent mortgage lender in the conduct
of its business).
7.2 REIMBURSEMENT OF BORROWER: The Seller hereby undertakes with the Mortgages
Trustee and Funding 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 Assignment 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 Mortgage Loan (other than any Overpayment
made by a Borrower under Flexible Mortgage 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 harmless against any such claims and to
indemnify the Mortgages Trustee and Funding 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 in discharge of the foregoing indemnity shall be
regarded as a rebate of part of the Purchase Price of the relevant Mortgage
Loan.
7.3 SELLER RATINGS: The Seller hereby undertakes with the Mortgages Trustee,
Funding and the Security Trustee that if the long term unsecured,
unsubordinated and unguaranteed debt obligations of the Seller cease to be
assigned a long term credit rating:
(a) from Xxxxx'x of no lower than Baal or from Fitch of no lower than
BBB+, the Seller (unless Xxxxx'x or Fitch, as applicable, confirms
that the then current ratings of the Notes will not be adversely
affected) will deliver to the Mortgages Trustee, Funding, the Security
Trustee (upon request) and the Rating Agencies details of the names
and addresses of the Borrowers with Mortgage Loans then in the
Mortgage Portfolio on computer diskette and a draft letter of notice
to such Borrowers of the sale and assignment of those Mortgage Loans
and the Related Security to the Mortgages Trustee in the form set out
in Schedule 8 (Form of Notification to Borrowers); and
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(b) from S&P of no lower than BBB-, from Xxxxx'x of no lower than Baa3 or
from Fitch of no lower than BBB-, the Seller (unless S&P, Xxxxx'x and
Fitch, as applicable, confirms that the then-current ratings of the
Notes will not be adversely affected) shall within 10 Business Days of
such cessation give notice of the sale and assignment effected by this
Agreement to each Borrower with a Mortgage Loan then in the Mortgage
Portfolio in the form set out in Schedule 8 (Form of Notification to
Borrowers) (and if the Seller fails to give such notice, then the
Mortgages Trustee shall give such notice as the Seller's attorney
under the power of attorney set out in Schedule 10 (Power of Attorney
in favour of the Mortgages Trustee, Funding and the Security
Trustee)),
(c) provided that, in respect of Clause 7.3(a), should the Seller be
required as described in such Clause to provide the details of the
names and addresses of Borrowers to the Mortgages Trustee and Funding,
each of the Mortgages Trustee and Funding (to the extent, in respect
of Funding, that such information is to be delivered to Funding other
than at its United Kingdom branch office) hereby agrees to appoint an
agent that is located in the United Kingdom and which maintains all
appropriate registrations, notifications, licences and authorities (if
any) required under the Data Protection Xxx 0000 to receive and
maintain such information on its behalf, and under no circumstances
shall either the Mortgages Trustee or Funding accept such information
at its Jersey registered office or otherwise in Jersey (unless Jersey
is declared an "approved state" by the European Commission, in which
case such data may be delivered to the Mortgages Trustee and/or
Funding at their respective Jersey offices).
7.4 PENDING PERFECTION: The Seller undertakes to the Mortgages Trustee, Funding
and the Security Trustee that, pending perfection under Clause 6
(Perfection of the Assignment), the Seller:
(a) shall promptly notify the Mortgages Trustee, Funding and (upon
request) the Security Trustee 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 Mortgage Loan
comprised in the Mortgage Portfolio or its Related Security or if it
becomes aware of any material breach of any of the Representations and
Warranties or other obligations under this Agreement; and
(b) shall, if reasonably required so to do by the Mortgages Trustee,
participate or join in and lend its name to and take such other steps
as may reasonably be required by the Mortgages Trustee in relation to,
any legal proceedings in respect of the Mortgage Loans and the Related
Security to the extent necessary to protect, preserve and enforce the
Seller's or the Mortgages Trustee's or Funding's or the Security
Trustee's title to or interest in any Mortgage Loan or its Related
Security provided that the Seller is reimbursed, subject to and in
accordance with the relevant priority of payments under and in
accordance with the Transaction Documents, by the Mortgages Trustee or
Funding for the reasonable legal expenses and costs of such
proceedings.
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7.5 RESPONSIBILITY OF SELLER: The Seller hereby further undertakes with the
Mortgages Trustee and Funding that it is and at all times shall remain
solely responsible for any Product Switches (other than a Re-Fixed Mortgage
Loan), for funding any Cash Re-Draws made by a Borrower under a Flexible
Mortgage Loan, for funding any request for any Further Advance made by a
Borrower, and for paying to the Mortgages Trustee from time to time an
amount equal to the Unpaid Interest associated with any Non-Cash Re-Draw
made by a Borrower under a Flexible Mortgage Loan. For the avoidance of
doubt, neither the Mortgages Trustee nor Funding will be required to
advance moneys to the Seller or to a Borrower in order to fund such a
Re-Draw or Further Advance in any circumstances whatsoever.
7.6 PRODUCT SWITCHES AND FURTHER ADVANCES:
(a) Neither the Mortgages Trustee nor Funding shall (and each shall
procure that its agents do not):
(i) issue to any Borrower any offer of a Further Advance; or
(ii) issue to any Borrower any offer of a Product Switch (other than a
Re-Fixed Mortgage Loan),
without first having given notice in writing to the Seller seeking
confirmation from the Seller that the Seller will repurchase the
Mortgage Loan to which such offer relates from the Mortgages Trustee
in accordance with the terms of this Agreement.
(b) If the Seller gives such confirmation to the Mortgages Trustee, the
Mortgages Trustee (or its agents, including the Administrator, on its
behalf) shall then issue to that Borrower the relevant offer referred
to in paragraph (a) above and shall (in the case of any offer referred
to in paragraph (a) above) then notify the Seller in writing as soon
as the Mortgages Trustee has accepted the mortgage documentation
completed by the Borrower in relation to such offer.
(c) The Mortgages Trustee shall not itself make any Further Advance or
Product Switch (other than in relation to a Re-Fixed Mortgage Loan).
7.7 STANDARD VARIABLE RATE: Subject to the provisions of Clause 7.9, the Seller
covenants with the Mortgages Trustee, Funding and the Security Trustee
that, where the Administrator determines on any date that there will be a
Shortfall during the next succeeding Interest Period and notifies the
Seller to such effect, the Seller shall take all steps which are necessary,
including publishing any notice which is required in accordance with the
Mortgage Conditions, to set the Standard Variable Rate at such level as may
be notified to the Seller by the Mortgages Trustee, Funding or the Security
Trustee (which rate shall be the same rate as previously notified to the
Mortgages Trustee, Funding and the Security Trustee in accordance with
Clause 4.3(b) of the Administration Agreement) as being the rate required
in order for no Shortfall to arise.
7.8 SECURITY POWERS OF ATTORNEY: The Seller shall grant security powers of
attorney to the Mortgages Trustee, Funding and the Security Trustee in the
form set out in Schedule 10
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(Power of Attorney in favour of the Mortgages Trustee, Funding and the
Security Trustee) allowing any of the Mortgages Trustee, Funding and the
Security Trustee and their delegates from time to time (inter alia) to set
the Standard Variable Rate and (save for the Security Trustee) the rate of
(and terms relating to) the Existing Borrowers' Re-Fix Rate should the
Seller fail to do so in accordance with its obligations under this
Agreement, but only to the extent that such rate has been previously
notified to the Mortgages Trustee, Funding and the Security Trustee in
accordance with Clause 4.3(b) of the Administration Agreement. Nothing in
this Clause 7.8 shall prevent the Seller (or any of its attorneys from time
to time) from setting a higher Northern Rock Standard Variable Rate (or in
the case of the Existing Borrowers' Re-Fix Rate setting a higher rate and
imposing terms more advantageous to the Mortgages Trustee) than those to be
set or required by the Mortgages Trustee, Funding and (other than in
respect to an Existing Borrower's Re-Fix Rate) the Security Trustee.
7.9 SHORTFALL: Unless any of the Mortgages Trustee, Funding or the Security
Trustee needs to do so to avoid a Shortfall, none of the Mortgages Trustee,
Funding or the Security Trustee shall set the Standard Variable Rate for
Mortgage Loans which are in the Mortgages Trust (disregarding any discounts
or additions to it) at a rate higher than the then applicable Standard
Variable Rate for mortgage loans which are not in the Mortgages Trust.
7.10 FORWARDING OF NOTICE: The Security Trustee undertakes, upon receipt of any
notice as specified in Clause 8.4(c) of the Mortgages Trust Deed, to
forward such notice to the Mortgages Trustee, Funding, the Seller and the
Cash Manager in the manner set forth in Clause 20 within three (3) London
Business Days of receipt thereof. The Security Trustee shall have no other
obligation other than the foregoing following receipt of such notice.
8. WARRANTIES AND REPURCHASE BY THE SELLER
8.1 REPRESENTATIONS AND WARRANTIES: The Seller makes the Representations and
Warranties set out in Schedule 1 (Representations and Warranties) to each
of the Mortgages Trustee, Funding and the Security Trustee:
(a) in respect of each Mortgage Loan and its Related Security in the
Initial Mortgage Portfolio as at the date hereof and on the Initial
Closing Date;
(b) in relation to each New Mortgage Loan and its Related Security in a
New Mortgage Portfolio, on the date of the service of the relevant New
Mortgage Portfolio Notice and on the relevant Assignment Date;
(c) in the form set out in Part 2 of Schedule 1 (Representations and
Warranties) in relation to the matters and at the dates set out
therein; and
(d) in the form set out in Part 3 of Schedule 1 (Representations and
Warranties) in relation to the matters and at the dates set out
therein.
8.2 RELIANCE: The Seller acknowledges that the Representations and Warranties
are made with a view to inducing the Mortgages Trustee, Funding and the
Security Trustee either to enter into this Agreement and the other
Transaction Documents to which each is a party or to agree to
20
purchase the New Mortgage Loans and their Related Security comprised in
each New Mortgage Portfolio, and that each of the Mortgages Trustee,
Funding and the Security Trustee has entered into this Agreement and the
other Transaction Documents to which it is a party in reliance upon the
Representations and Warranties notwithstanding any information possessed or
discoverable by the Mortgages Trustee, Funding and/or the Security Trustee.
The Mortgages Trustee, Funding and the Security Trustee acknowledge that
they have not entered into this Agreement in reliance upon any
representation, warranty or undertaking other than those set out in this
Agreement or upon any other enquiry, investigation or search whatsoever.
8.3 REMEDIES: The Mortgages Trustee's, Funding's and the Security Trustee's
sole remedy in respect of a breach of any of the Representations and
Warranties shall be to take action under this Clause 8 (Warranties and
Repurchase by the Seller) or under Clause 8.4 (Adjustments to Trust
Property) of the Mortgages Trust Deed. Furthermore, in respect of any
actual or alleged breach of Clause 8.1 (Representations and Warranties),
the Mortgages Trustee, Funding or the Security Trustee shall, as
applicable:
(a) notify the Seller as soon as reasonably practicable following any
claim or intimation of claim by any person of or arising from such
actual or alleged breach and thereafter keep the Seller informed in
relation to such claim or intimation;
(b) not settle or compromise any such claim made or intimated or otherwise
do anything which may be prejudicial to the position of the Seller in
relation thereto having regard to this Agreement, except pursuant to
the written directions of the Seller or with the Seller's prior
written approval, such directions and approval not to be unreasonably
withheld; and
(c) comply with the Seller's reasonable directions as to answering,
disputing, defending, compromising, settling, or otherwise in relation
to the claim made or initiated (including without limitation the
instruction of particular legal advisers), and if and to the extent
required by the Seller, do such things as the Seller may reasonably
require to enable and authorise the Seller or persons nominated by the
Seller to answer, dispute, defend, compromise, settle or otherwise
deal with any such claim or intimated claim, or mitigate loss or
potential loss on behalf of the Mortgages Trustee, subject in each
case to the Seller indemnifying the Mortgages Trustee, Funding and the
Security Trustee against the consequences of complying with the
Seller's directions and requirements.
8.4 REPURCHASE: Subject to Clause 8.14 (Repurchase Not Possible), in the event
of a material breach of any of the Representations or Warranties in respect
of any Mortgage Loan and/or its Related Security as at the Initial Closing
Date or, as the case may be, the relevant Assignment Date, which could have
a material adverse effect on the Mortgage Loan and/or its Related Security
(having regard to, among other things, whether a loss is likely to be
incurred in respect of the Mortgage Loan to which the breach relates after
taking account of the likelihood of recoverability or otherwise of any sums
under any applicable insurance policies), and further provided that:
21
(a) the Mortgages Trustee, Funding or the Security Trustee has given the
Seller not less than 28 days' notice in writing;
(b) the Mortgages Trustee has obtained the consent of the Security
Trustee; and
(c) such breach, where capable of remedy, is not remedied to the
satisfaction of Funding and the Security Trustee within the 28 day
period referred to in (a) (or such longer period as Funding and the
Security Trustee may direct the Mortgages Trustee),
then at Funding's (with the consent of the Security Trustee) or the
Security Trustee's direction, the Mortgages Trustee may serve upon the
Seller a notice in the form of the Loan Repurchase Notice whereupon the
Seller will be required to repurchase the relevant Mortgage Loan and its
Related Security and any other Mortgage Loan secured or intended to be
secured by that Related Security or any part of it in accordance with
Clause 8.7 (Completion of Repurchase), provided, however, that the
Security Trustee shall have no duty to provide any such notice to the
Seller or consider granting its consent pursuant to this Clause 8.4 unless
the Security Trustee has been notified by a party to a Transaction Document
of such material breach of such Representation or Warranty which, in the
opinion of such party (as communicated to the Security Trustee), could have
a material adverse effect on the related Mortgage Loan and/or its Related
Security, taking into account the considerations provided in this Clause
8.4, and further provided that prior to receipt of such notice the Security
Trustee shall be entitled to assume that no such material breach has
occurred.
8.5 REPURCHASE OF PRODUCT SWITCHES AND FURTHER ADVANCES: In the event of there
being at any date in respect of any Mortgage Loan assigned to the Mortgages
Trustee hereunder a PS/FA Event (other than a Mortgage Loan becoming a
Re-Fixed Mortgage Loan, such PS/FA Event being dealt with under Clause 8.6
(Repurchase of Fixed Rate Mortgage Loans)), the Seller may at any time
serve notice in the form of the Loan Repurchase Notice on the Mortgages
Trustee whereupon the Mortgages Trustee will be required to sell and to
re-transfer to the Seller in accordance with Clause 8.7 (Completion of
Repurchase) any Mortgage Loan identified in the Loan Repurchase Notice
together with its Related Security and any other Mortgage Loan secured or
intended to be secured by that Related Security or any part of it (any such
Mortgage Loan or Mortgage Loans, a "PS/FA MORTGAGE LOAN") free from the
Mortgages Trust and any right or interest that the Security Trustee may
have in such PS/FA Mortgage Loan and its Related Security under the Funding
Deed of Charge. Any PS/FA Mortgage Loan repurchased by the Seller shall be
released from the Mortgages Trust and shall no longer constitute Trust
Property and shall be released from any right or interest that the Security
Trustee may have had in such Mortgage Loan and its Related Security under
the Funding Deed of Charge prior to such repurchase.
8.6 REPURCHASE OF FIXED RATE MORTGAGE LOANS
(a) Where a Mortgage Loan bears interest at a fixed rate for a certain
period (the "INITIAL FIXED RATE PERIOD"), after the expiry of which
the Borrower is entitled to apply for a new fixed rate (whether or not
subject to certain conditions), the Mortgages Trustee may by notice in
writing to the Seller given at any time not more than 60 days before
22
the expiry of that initial fixed rate period (which for the avoidance
of doubt shall exclude any period of extension to which the relevant
Borrower is entitled), offer to re-sell to the Seller that Mortgage
Loan together with its Related Security if that Mortgage Loan becomes
a Re-Fixed Mortgage Loan during the 3-month period immediately
following the end of that initial fixed rate period. The offer will be
in writing in the form set out in Schedule 9 (Offer under Clause 8.6 )
and will be signed by or on behalf of the Mortgages Trustee.
(b) The Seller may accept the offer made in accordance with paragraph (a)
above on the date on which that Mortgage Loan becomes a Re-Fixed
Mortgage Loan during the 3-month period immediately following the end
of the initial fixed rate period relating to it, only by payment to
the Mortgages Trustee of the consideration payable for the repurchase
of the relevant Mortgage Loan and its Related Security in accordance
with Clause 8.7 (Completion of Repurchase).
(c) The parties hereto acknowledge that the effect of the payment to the
Mortgages Trustee by the Seller of the consideration for the
repurchase of the relevant Mortgage Loan and its Related Security in
accordance with paragraph (b) above will be the assignment to the
Seller of the beneficial ownership of, and all of the Mortgages
Trustee's beneficial right, title, interest and benefit in and to,
that Mortgage Loan, and completion of the repurchase shall be effected
by the parties in accordance with Clause 8.7 (Completion of
Repurchase).
(d) The Seller hereby covenants that if it does not accept the offer made
by the Mortgages Trustee in accordance with paragraph (b) above, then
whether or not the Mortgage Loan becomes a Re-Fixed Mortgage Loan, it
will set the Existing Borrowers' Re-Fix Rate applicable for the
3-month period immediately after expiry of the initial fixed rate
period relating to that Mortgage Loan at a rate not less than that
(and on terms not less advantageous to the Mortgages Trustee or
Funding than those) notified from time to time to the Seller by the
Mortgages Trustee, Funding or the Administrator as being required by
the Mortgages Trustee or Funding.
8.7 COMPLETION OF REPURCHASE: Completion of any repurchase or re-transfer shall
take place:
(a) in the case of any repurchase or re-transfer pursuant to any of
Clauses 8.4 (Repurchase) or 8.5 (Repurchase of Product Switches and
Further Advances) on the first London Business Day immediately
following expiry of a period of 10 days following the date of the
service upon the Seller of the relevant Loan Repurchase Notice or at
the Seller's earlier election; or
(b) in the case of any repurchase or re-transfer pursuant to Clause 8.6
(Repurchase of Fixed Rate Mortgage Loans), immediately upon the
Mortgage Loan becoming a Re-Fixed Mortgage Loan,
whereupon, the Seller shall pay to the Mortgages Trustee an amount equal to
the Current Balance of such Mortgage Loan or Mortgage Loans and any Related
Security and all Arrears
23
of Interest and Accrued Interest relating thereto as at the date of
completion of such repurchase. The provisions of Clause 8.8 (Transfers) and
Clause 8.9 (Documentation) shall apply to any such repurchase or
re-transfer.
8.8 TRANSFERS: On the date of completion of any repurchase of a Mortgage Loan
and its Related Security in accordance with this Clause 8 (Warranties and
Repurchase by Seller), the Mortgages Trustee and Funding 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) if perfection of the assignment to the Mortgages Trustee has occurred
in accordance with Clause 6 (Perfection of the Assignment):
(i) if the relevant 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 Mortgage is over Unregistered Land, a transfer to
the Seller in the form of the Unregistered Transfer;
(b) a re-assignment of the rights of the Mortgages Trustee in respect of
the relevant Related Security each in a form reasonably acceptable to
the Seller (which shall, in the case of the re-assignment of the
Insurance Contracts, be substantially in the form of the Assignment of
Insurance Contracts set out in Schedule 3 (Assignment of Insurance
Contracts); and
(c) a notification to the Administrator that all further sums due in
respect of such repurchased Mortgage Loan are for the Seller's
account.
8.9 DOCUMENTATION: Upon any completion of the repurchase of any Mortgage Loan
and its Related Security in accordance with this Clause 8 (Warranties and
Repurchase by Seller) the Seller shall cease to be under any further
obligation to hold any Title Deeds or other documents relating to such
Mortgage Loan or Mortgage Loans and its Related Security to the order of
the Mortgages Trustee and the Security Trustee and if the Mortgages Trustee
or the Security Trustee then holds the Title Deeds, the Mortgages Trustee
or, as the case may be, the Security Trustee shall forthwith return them to
the Seller. Any such repurchase by the Seller of a Mortgage Loan or
Mortgage 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 or the Security Trustee may have against the Seller
arising from the relevant Representation or Warranty in relation to that
Mortgage Loan or Mortgage 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 Mortgage Loan and other Related Security.
8.10 NOTIFICATION: Forthwith after the Seller becomes aware of any event which
may reasonably give rise to an obligation under Clause 8 (Warranties and
Repurchase by Seller) to repurchase any Mortgage Loan it shall notify the
Mortgages Trustee, Funding and the Security Trustee in writing thereof as
soon as reasonably practicable.
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8.11 NO PREJUDICE: The terms of this Clause 8 (Warranties and Repurchase by the
Seller) shall not prejudice the rights of the Mortgages Trustee or the
Beneficiaries under the Mortgages Trust Deed.
8.12 CLAIMS AGAINST SELLER: If a breach of a Representation or Warranty arises
in respect of any Mortgage Loan and (in either case) no repurchase
requirement arises in respect of the Seller pursuant to this Clause 8
(Warranties and Repurchase by the Seller), neither the Mortgages Trustee,
Funding nor the Security Trustee shall have any claim against the Seller in
respect of, or in relation to, such breach of Representation or Warranty in
relation to that Mortgage. For the avoidance of doubt, save as provided for
in this Clause 8 (Warranties and Repurchase by the Seller), the Seller is
not obliged to repurchase any other Mortgage Loan or its Related Security.
8.13 ASSIGNMENT: If the Seller makes any payment to the Mortgages Trustee GIC
Account (or as the Mortgages Trustee shall direct) in full satisfaction of
any claim made by the Mortgages Trustee, Funding or the Security Trustee in
relation to any Representation or Warranty set out in Schedule 1
(Representations and Warranties), the Mortgages Trustee, Funding or the
Security Trustee, as the case may be, shall assign to the Seller such
rights as they have against any third party which relate to such claim.
8.14 REPURCHASE NOT POSSIBLE: If a Mortgage Loan has never existed, or has
ceased to exist, such that it is not outstanding on the date on which it is
due to be repurchased pursuant to this Clause 8 (Warranties and Repurchase
by the Seller), the Seller shall not be obliged to repurchase the Mortgage
Loan and the Related Security but shall instead indemnify the Mortgages
Trustee, Funding and the Security Trustee against any loss suffered by
reason of any Representation or Warranty relating to or otherwise affecting
that Mortgage Loan being untrue or incorrect by reference to the facts
subsisting at the date on which the relevant Representation or Warranty was
given, provided that the amount of such indemnity shall not exceed the sum
of (i) the Current Balance of the Mortgage Loan that would have been
payable by the Borrower in respect of such Mortgage Loan on and after the
relevant completion date for the repurchase in relation to such Mortgage
Loan had the Mortgage Loan existed and complied with each of the
Representations and Warranties set out Schedule 1 (Representations and
Warranties) as at such date in relation to such Mortgage Loan and (ii)
interest thereon from such relevant completion date at the weighted average
yield of the Mortgage Loans.
8.15 INDEMNITY: The Seller shall indemnify the Mortgages Trustee against any
loss suffered as a result of any Borrower exercising a Right of Set Off
against the Mortgages Trustee provided that the amount of such indemnity in
relation to any Mortgage Loan shall not exceed the sum of the Current
Balance of that Mortgage Loan and interest payable by the Borrower under
that Mortgage Loan as at the date that the Borrower exercises the Right of
Set Off. In this clause "RIGHT OF SET OFF" means any right of set off
arising from a deposit of money made by the Borrower with the Seller or
from any transaction between the Borrower and the Seller other than one
relating to the Mortgage Loan.
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9. 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 (Perfection of the
Assignment)).
10. CONSEQUENCES OF BREACH
Without prejudice to Clause 8 (Warranties and Repurchase by the Seller),
the Mortgages Trustee, Funding and the Security Trustee severally
acknowledge to and agree with the Seller, and the Security Trustee
acknowledges to and agrees with Funding and the Mortgages Trustee, that the
Seller shall have no liability or responsibility (whether, in either case,
contractual or tortious, 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 or the assets comprised in the Funding Security constituted by the
Funding 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 or such assets which would not have
been suffered by it or such assets had the breach, act or omission in
question not also been or given rise to an Event of Default or enforcement
of the security contributed by the Funding Deed of Charge shall be treated
as indirect or consequential loss or damage.
11. SUBORDINATION
The Seller agrees with the Mortgages Trustee, Funding and the Security
Trustee that on the enforcement of any Mortgage any sums owed to the Seller
by a Borrower 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 to the rights and remedies of the Mortgages Trustee in respect
of such sums owed to the Mortgages Trustee by the Borrower.
12. NON-MERGER
Any term of this Agreement to which effect is not given on the Initial
Closing Date or on any Assignment Date (including in particular, but
without limitation, the liability of the Seller under the Representations
and Warranties and the provisions of Clause 4 (Sale and Purchase of New
Mortgage Portfolios)) shall not merge and shall remain in full force and
effect notwithstanding the sale and purchase contemplated by this
Agreement.
13. 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
26
partnership between the parties and that in fulfilling its obligations
hereunder, each party shall be acting entirely for its own account.
14. PAYMENTS
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.
15. ASSIGNMENT
15.1 ASSIGNMENT: Subject always to the provisions of Clause 16 (Security
Trustee), 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 withheld) save that Funding shall be entitled to
assign by way of security all or any of its rights under this Agreement
without such consent to the Security Trustee pursuant to the Funding 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 under the Funding Deed of Charge
and may assign all of any part of the Funding Security upon an enforcement
of the Funding Security in accordance with the Funding Deed of Charge.
15.2 ACKNOWLEDGEMENT OF SECURITY ASSIGNMENT: The Seller acknowledges that on the
assignment pursuant to the Funding Deed of Charge by Funding to the
Security Trustee of Funding's rights under this Agreement the Security
Trustee may enforce such rights in the Security Trustee's own name without
joining Funding 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.
16. SECURITY TRUSTEE
16.1 VESTING OF RIGHTS: If there is any change in the identity of the security
trustee in accordance with the Funding Deed of Charge, the Seller, the
Mortgages Trustee and Funding shall execute such documents and take such
action as the successor security trustee and the outgoing security trustee
may 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.
16.2 NO ASSUMPTION: 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 or the Mortgages
Trustee hereunder. Furthermore, any liberty or power which may be exercised
or any determination which may be made hereunder by the Security Trustee
may be exercised or made in the Security Trustee's absolute discretion
27
without any obligation to give reasons therefor, but in any event must be
exercised or made in accordance with the provisions of the Funding Deed of
Charge. Without prejudice to the generality of the foregoing, all
references to the Security Trustee taking action in connection with any
duty of the Seller shall also be read subject to Clause 25 and Schedule 4
of the Administration Agreement.
17. NEW INTERCOMPANY LOANS
If Funding enters into a New Intercompany Loan Agreement, then the Seller,
the Mortgages Trustee, Funding and the Security Trustee shall execute such
documents and take such action as may be required by the Rating Agencies
for the purpose of including the New Issuer in the Transaction including,
without limitation:
(a) effecting any necessary changes to Clause 4 (Sale and Purchase of New
Mortgage Portfolios);
(b) ensuring that any Transaction Document relevant to a New Issuer has
been executed and delivered prior to the relevant Closing Date;
(c) executing and delivering all documents required by Clause 4.4 (Closing
and Conditions Precedent) in relation to any New Mortgage Portfolio.
18. NON PETITION COVENANT; LIMITED RECOURSE
18.1 NON PETITION COVENANT: Each of the parties hereto hereby agrees that it
shall not institute against either Funding or the Mortgages Trustee any
winding-up, administration, insolvency or similar proceedings so long as
any sum is outstanding under any Intercompany Loan Agreement of any Issuer
or for two years plus one day since the last day on which any such sum was
outstanding.
18.2 LIMITED RECOURSE: Each of the parties hereto agrees that:
(a) in relation to the Mortgages Trustee, any amount payable by the
Mortgages Trustee to any other party to this Agreement under this
Agreement not being an amount payable out of the Trust Property in
accordance with the terms of the Mortgages Trust Deed shall only be
payable to the extent that on that date the Mortgages Trustee has
sufficient funds to pay such amount out of fees paid to it under the
Mortgages Trust Deed; and
(b) in relation to Funding:
(i) only the Security Trustee may enforce the security created in
favour of the Security Trustee under the Funding Deed of Charge
in accordance with the provisions thereof;
(ii) notwithstanding any other provision of this Agreement or any
other Transaction Document, no sum due or owing to any party to
this Agreement
28
from or by Funding under this Agreement shall be payable by
Funding except to the extent that Funding has sufficient funds
available or (following enforcement of the Funding Security) the
Security Trustee has realised sufficient funds from the Funding
Security to pay such sum subject to and in accordance with the
relevant Funding Priority of Payments and provided that all
liabilities of Funding required to be paid in priority thereto or
pari passu therewith pursuant to such Funding Priority of
Payments have been paid, discharged and/or otherwise provided for
in full; and
(iii) it shall not take any steps for the purpose of recovering any
amount payable by Funding or enforcing any rights arising out of
this Agreement against Funding otherwise than in accordance with
the Funding Deed of Charge.
18.3 CORPORATE OBLIGATIONS: To the extent permitted by law, no recourse under
any obligation, covenant, or agreement of any person contained in this
Agreement shall be had against any shareholder, officer or director of such
person as such, by the enforcement of any assessment or by any legal
proceeding, by virtue of any statute or otherwise; it being expressly
agreed and understood that this Agreement is a corporate obligation of each
person expressed to be a party hereto and no personal liability shall
attach to or be incurred by the shareholders, officers, agents or directors
of such person as such, or any of them, under or by reason of any of the
obligations, covenants or agreements of such person contained in this
Agreement, or implied therefrom, and that any and all personal liability
for breaches by such person of any of such obligations, covenants or
agreements, either under any applicable law or by statute or constitution,
of every such shareholder, officer, agent or director is hereby expressly
waived by each person expressed to be a party hereto as a condition of and
consideration for the execution of this Agreement.
19. AMENDMENTS AND WAIVER
19.1 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.
19.2 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.
19.3 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.
29
20. NOTICES
Any notices or other communication or document to be given or delivered
pursuant to this Agreement to any of the parties hereto 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 (where delivered by hand) on the
day of delivery if delivered before 17.00 hours 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 Seller, to Northern Rock plc, Xxxxxxxx Xxxx Xxxxx,
Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX (facsimile number 0191 213 2203)
for the attention of the Group Secretary;
(b) in the case of the Mortgages Trustee, to Granite Finance Trustees
Limited, 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX, Channel
Islands, (facsimile number 01534-609-333) for the attention of the
Company Secretary;
(c) in the case of Funding, to Granite Finance Funding Limited, 4th Floor,
00 Xxx Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxx XX0X 0XX, (facsimile number
0207-332-6199) for the attention of the Company Secretary; and
(d) in the case of the Security Trustee, to The Bank of New York (London
Branch), at Xxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx X00 0XX (facsimile
number 020-7964-6399) for the attention of Corporate Trust (Global
Structured Finance),
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 fifteen days prior written notice in accordance
with the provisions of this Clause 20.
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, but this
shall not affect any right or remedy of a third party which exists or is
available apart from that Act.
22. EXECUTION IN COUNTERPARTS; SEVERABILITY
22.1 COUNTERPARTS: This Agreement may be executed in any number of counterparts
(manually or by facsimile) and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the
same instrument.
22.2 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.
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23. GOVERNING LAW AND SUBMISSION TO JURISDICTION
23.1 GOVERNING LAW: This Agreement is governed by, and shall be construed in
accordance with, English law.
23.2 SUBMISSION TO JURISDICTION: Each of the parties hereto irrevocably agrees
that the courts of England shall have jurisdiction to hear and determine
any suit, action or proceeding, and to settle any disputes, which may arise
out of or in connection with this Agreement and, for such purposes,
irrevocably submits to the jurisdiction of such courts.
24. PROCESS AGENT
The Mortgages Trustee irrevocably and unconditionally appoints Mourant &
Co. Capital (SPV) Limited at Xxxxxx Xxxxx, 00 Xxx Xxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxx XX0X 0XX or otherwise at its registered office 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 Mourant & Co. Capital (SPV) Limited ceasing so to act it will appoint
another person with a registered office in London as its agent for service
of process.
25. APPROPRIATE FORUM
Each of the parties hereto irrevocably waives any objection which it might
now or hereafter have to the courts of England being nominated as the forum
to hear and determine any Proceedings and to settle any disputes, and
agrees not to claim that any such court is not a convenient or appropriate
forum.
26. TRANSACTION DOCUMENTS
To the extent necessary to comply with the requirements of Section 2 Law of
Property (Miscellaneous Provisions) Xxx 0000, this Agreement incorporates
by reference to them the Transaction Documents.
AS WITNESS whereof the parties hereto have executed this Agreement for delivery
on the day and year first before written.
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SCHEDULE 1
REPRESENTATIONS AND WARRANTIES
PART 1
1. The particulars of each Mortgage Loan and its related Mortgage in the
Initial Mortgage Portfolio set out in Appendix A to this Agreement are
complete, true and accurate in all material respects.
2. Immediately prior to a Closing Date or an Assignment Date, as the case may
be, subject to completion of any registration which may be pending at H.M.
Land Registry, the Seller was the absolute beneficial and legal owner of
the Mortgages, the Related Security and the other property to be assigned
by the Seller to the Mortgages Trustee under this Agreement at such Closing
Date or such Assignment Date, as the case may be, and the Seller has not
assigned (whether by way of absolute assignment or by way of security
only), transferred, charged, disposed of or dealt with the benefit of any
of the Mortgage Loans or their related Mortgages, any of the other rights
relating thereto or any of the property, rights, titles, interests or
benefits to be sold or assigned pursuant to this Agreement other than
pursuant to this Agreement.
3. Each Mortgage Loan and its related Mortgage and the Related Security
constitutes a valid and binding obligation of the Borrower enforceable in
accordance with its terms (save any terms which are not binding by virtue
of the Unfair Terms in Consumer Contracts Regulations 1994 or the Unfair
Terms in Consumer Contracts Regulations 1999) and each related Mortgage and
the Related Security secures the repayment of all advances, interest, costs
and expenses payable by the relevant Borrower to the Seller in priority to
any other charges registered against the relevant Mortgaged Property.
4. At the time that it was made, each Mortgage Loan complied in all respects
with applicable laws and regulations including, without limitation,
consumer protection, data protection and contract law.
5. Subject to completion of any registration which may be pending at H.M. Land
Registry, each Mortgage either constitutes, or will constitute, following
registration at H.M. Land Registry, a first ranking charge by way of legal
mortgage over the relevant Mortgaged Property.
6. Each relevant Mortgaged Property is located in England or Wales.
7. All steps necessary to perfect the Seller's title to each Mortgage Loan and
its related Mortgage were duly taken at the appropriate time or are in the
process of being taken with all due diligence.
8. No lien or right of set-off or counterclaim (other than a Right of Set-off
referred to in Clause 8.15 (Indemnity)) has been created or arisen between
the Seller and any Borrower which would entitle such Borrower to reduce the
amount of any payment otherwise due under the relevant Mortgage Loan save
in relation to the Unfair Terms in Consumer Contracts Regulations 1994 or
the Unfair Terms in Consumer Contracts Regulations 1999 and save in
relation to section 75 of the Consumer Credit Xxx 0000.
32
9. Prior to making a Mortgage Loan to a Borrower, the Seller instructed or
required to be instructed on its behalf solicitors to carry out in relation
to the relevant Mortgaged Property all investigations, searches and other
actions that would have been undertaken by the Seller acting in accordance
with standards consistent with those of a reasonable and prudent mortgage
lender, when advancing money in an amount equal to such advance to an
individual to be secured on a mortgaged property of the kind permitted
under the Lending Criteria and a report on title was received by or on
behalf of the Seller from such solicitors which, either initially or after
further investigation revealed no material matter which would cause the
Seller, acting reasonably, to decline the Mortgage Loan having regard to
the Lending Criteria.
10. In relation to each Mortgage the Borrower has a good and marketable title
to the relevant Mortgaged Property.
11. Prior to making a Mortgage Loan the relevant Mortgaged Property was valued
by an independent valuer from the panel of valuers from time to time
appointed by the Seller or by an employee valuer of the Seller, and the
results of such valuation would be acceptable to a reasonable and prudent
mortgage lender.
12. Prior to making a Mortgage Loan, the nature and amount of such Mortgage
Loan, the circumstances of the relevant Borrower and nature of the relevant
Mortgaged Property satisfied the Lending Criteria in force at that time in
all material respects.
13. The exercise of any discretion by the Seller in the making of any Mortgage
Loan has been consistent with the practice of a reasonable and prudent
mortgage lender.
14. Each Mortgage Loan and its related Mortgage has been made on the terms of
the Standard Mortgage Documentation (so far as applicable) which has not
been varied in any material respect, save for the making of the Base Rate
Pledge.
15. No agreement for any Mortgage Loan (other than to the extent it relates to
the funding of buildings insurance premiums) is or has ever been, wholly or
partly regulated by the Consumer Credit Xxx 0000 (other than by Sections
137 to 140 of such Act) or constitutes an extortionate credit bargain under
Sections 137 to 140 of such Act or, to the extent it is so regulated or
partly regulated, all the requirements of the Consumer Credit Act have been
met in full.
16. Interest on each Mortgage Loan: (a) is charged on each Mortgage Loan in
accordance with the provisions of that Mortgage Loan and its related
Mortgage; (b) is not in any event adjusted by reference to the principal
amount due thereunder; (c) is payable monthly in advance; and (d) is
calculated by reference to the Standard Variable Rate, subject to any
applicable caps, discounts and fixed rates and the Base Rate Pledge; and
(e) subject to (d) above, may be set by the Seller and its successors and
assigns to that Mortgage Loan.
17. No payment of interest (or in the case of Repayment Mortgage Loans,
principal and interest) equivalent to an amount in excess of one month's
instalment at the applicable rate in respect
33
of a Mortgage Loan in the Initial Mortgage Portfolio was at any time during
the 12 months before the relevant Closing Date or Assignment Date, as the
case may be, in arrears.
18. So far as the Seller is aware, no Borrower is in material breach of its
Mortgage.
19. So far as the Seller is aware, the underwriting, origination and completion
of each Mortgage Loan is not the subject of fraud by any person (including,
without limitation, the Borrower or any professional or third party
employed or engaged on behalf of the Seller).
20. As at the date of this Agreement, the first payment due has been paid by
the relevant Borrower in respect of each Mortgage Loan and each Mortgage
Loan was fully performing.
21. Where any Borrower is or was entitled to repayment of any early repayment
charge in respect of any mortgage previously held by the Borrower with the
Seller, that repayment has been or will be made by the Seller.
22. Except where a Mortgaged Property was at completion of the relevant
Mortgage (or, where appropriate, in the case of self-build properties, at
the date of completion of the relevant mortgaged property) covered by the
Block Buildings Policy or a block buildings policy providing equivalent
cover, the Seller took all reasonable steps to ensure that at the date of
completion of the relevant Mortgage Loan each Mortgaged Property was:
(a) insured under a buildings policy either (i) in the joint names of the
Borrower and the Seller or (ii) with the interest of the Seller noted
thereon;
(b) insured under a Block Buildings Policy; or
(c) with respect to leasehold properties, insured by the relevant landlord
with the Seller's approval,
and in all cases against risks usually covered by a comprehensive buildings
policy and to an amount not less than the full reinstatement cost of such
Mortgaged Property as determined by an independent valuer or a valuer
employed by the Seller.
23. The Block Buildings Policy referred to above covers such fire and other
commercial risks as would be required by the Seller acting in accordance
with its normal standard for an amount not less than the full reinstatement
value of the Properties covered by the Block Buildings Policy.
24. The Insurance Contracts are in full force and effect and all premiums
thereon due on or before the date of this Agreement have been paid in full
and the Seller is not aware of any circumstances giving the insurer under
the Insurance Contracts the right to avoid or terminate such policy in so
far as it relates to the Mortgaged Properties or the Mortgage Loans. Where
the Lending Criteria then in force required that a Mortgage Loan was
covered by the Insurance Contract referred to in paragraph 1 of Schedule 4
(Insurance Contracts), that Mortgage Loan is covered by such Insurance
Contract.
34
25. To the extent that a Guarantee was required under the Lending Criteria in
relation to a particular Mortgage Loan, that Guarantee constitutes the
valid, binding and enforceable obligations of the guarantor thereunder
(save to the extent that the Guarantee is not valid, binding or enforceable
by virtue of the Unfair Terms in Consumer Contracts Regulations 1994 or the
Unfair Terms in Consumer Contracts Regulations 1999).
26. If a Mortgaged Property is leasehold or long leasehold, written notice has
been given to the landlord of the creation of the Mortgage.
27. In relation to each Mortgage, any person who at the date when the Mortgage
Loan was made has been identified by the Borrower to the Seller as residing
or about to reside in the relevant Mortgaged Property is either named as a
joint Borrower or has signed a form of consent declaring that he or she
agrees that any present or future rights or interests as he or she may have
or acquire over or in respect of the relevant Mortgaged Property shall be
postponed and made subject to the rights, interests and remedies of the
Seller under the relevant Mortgage and that he or she shall not claim any
such rights or interests against the Seller.
28. No Borrower was under 18 years of age at the time of completion of the
relevant Mortgage Loan.
29. No Mortgage Loan has a final maturity beyond January 2039.
30. The Seller has procured that full and proper accounts, books and records
have been kept showing clearly all material transactions, payments,
receipts and proceedings relating to that Mortgage Loan and its Mortgage
and all such accounts, books and records are up to date and in the
possession of the Seller or held to its order (subject to the provisions of
the Mortgages Trust Deed).
31. The origination and collection practices employed by the Seller with
respect to the Mortgage Loans have been, in all respects, legal and
consistent with the practice of a reasonable and prudent mortgage lender.
32. The Seller has not received written notice of any litigation or claim
calling into question in any material way its title to any Mortgage Loan
and its Mortgage or the value of any security. The Seller is not engaged in
any litigation, and no litigation is pending or threatened by the Seller,
against any person in connection with any report, valuation, opinion,
certificate, consent or other statement of fact or opinion given in
connection with any Mortgage Loan received by the Seller in connection with
the origination of any Mortgage Loan.
33. In respect of any Mortgaged Property which is subject to a second or
subsequent mortgage or standard security, the Seller has first priority for
the full amount of the Mortgage Loan and all costs, fees and expenses
relative thereto.
34. Subject to completion of any registration or recording which may be pending
at the Land Registry, all Property Deeds and Mortgage Loan Files are held
by, or to the order of, the Seller.
35
35. Each Borrower is a natural person, and no Borrower is at present an
employee or an officer of the Seller.
36. All Mortgage Loans were originated by or on behalf of the Seller in the
ordinary course of the Seller's residential secured lending activities. No
Mortgage Loan was acquired by the Seller subject to any discount and no
Mortgage Loan has been written down by the Seller in its accounts.
37. The Mortgage Loans and their related Mortgages contain no obligations on
the part of the Seller to make any further advances, and all costs, fees
and expenses incurred in making, closing or registering the Mortgage Loans
and the Related Security have been paid in full.
38. All formal approvals, consents and other steps necessary to permit a legal
and equitable transfer of, and a transfer of servicing away from the Seller
of, the Mortgage Loans and their related Mortgages to be sold under this
Agreement whenever required under the Transaction Documents have been
obtained or taken and there is no requirement in order for the transfer to
be effective to notify the Borrower before, on or after any equitable
transfer or before any legal transfer of the Mortgage Loans and their
related Mortgages.
39. So far as the Seller is aware, none of the terms in any Mortgage Loan and
its related Mortgage are unfair terms within the meaning of the Unfair
Terms in Consumer Contracts Regulations 1994 or the Unfair Terms in
Consumer Contracts Regulations 1999 in any material respect save those
which impose Early Repayment Charges.
40. The Seller has confirmed to all relevant Borrowers that where any Mortgage
Loan provides that where any Early Repayment Charge is payable at any time
when the interest rate payable under that Mortgage Loan is equal to or set
by reference to the Standard Variable Rate (including without limitation
where the Mortgage Loan provides for a capped or discounted rate), the
interest rate payable under that Mortgage Loan will be no more than 1.99
per cent. above the Bank of England's base rate.
41. In relation to a Right to Buy Mortgage Loan:
(a) in the case of each Mortgage Loan the Seller was at the time of
origination of that Mortgage Loan an approved lending institution
within the meaning given to that expression in the Housing Xxx 0000;
(b) the original advance was made to the person exercising the right to
buy; and
(c) the original advance was made for the purposes of enabling the
recipient thereof to purchase the relevant Mortgaged Property.
For the purpose of this paragraph 41, "RIGHT TO BUY MORTGAGE LOAN" means a
Mortgage Loan in respect of which the "right to buy" provisions of the
Housing Xxx 0000 apply (other than any Mortgage Loan in respect of which
the period during which the statutory charge referred to in section 156 of
that Act would have existed, had the relevant circumstances applied, has
expired).
36
42. The loyalty discount applicable to certain Mortgage Loans after seven years
will not apply to any such Mortgage Loans during any period when the
interest rate is fixed.
43. The Seller has paid to the relevant Borrower the full amount of the
cashback payment in relation to any Cashback Mortgage Loan, either upon
completion of the relevant Mortgage Loan or, if subsequent to completion,
prior to the assignment of such Mortgage Loan to the Mortgages Trustee.
44. No Mortgage Loan has a Current Balance of more than(pound)350,000.
45. Each Mortgage Loan, Mortgage Deed and Related Security in the Initial
Mortgage Portfolio was made not earlier than 1 July 1995.
46. Each Mortgage Loan was originated by the Seller in pounds sterling and is
denominated in pounds sterling (or originated and denominated in euro at
any time when the euro has been adopted as the lawful currency of the
United Kingdom) and is currently repayable in pounds sterling.
47. The Seller's Lending Criteria are consistent with the criteria that would
be used by a reasonable and prudent mortgage lender.
48. The Seller is not aware of any material claim outstanding under any of the
Buildings Policies relating to a Mortgaged Property.
49. No Mortgage Loan has an LTV greater than 95 per cent.
50. Each Mortgage Loan has been made for one of the following purposes:
(a) the purchase of land; or
(b) the provisions of dwellings or business premises on any land; or
(c) the alteration, enlarging, repair or improvement of a dwelling or
business premises on any land provided the creditor is the creditor
under (i) an agreement by which the debtor is provided with credit for
any of the purposes in (a) or (b) above or (ii) an agreement
refinancing an agreement under which the debtor is provided with
credit for any of the purposes in (a) or (b) above; or (iii) a
debtor-creditor agreement secured by any land mortgage to refinance
any existing indebtedness of the debtor, whether to the creditor or
another person, under any agreement by which the debtor was provided
with credit for any of the purposes in (a) and (b) above.
Any reference in this Schedule 1 to solicitors includes licensed
conveyancers.
37
PART 2
1. In respect of each of the Preliminary Prospectus as of its date (except
insofar as the information contained therein has been amended, supplemented
or deleted in the Prospectus) and the Prospectus as at the date thereof:
(a) each of them contained all information with respect to the Seller, the
Initial Mortgage Portfolio and to the Notes which was material in the
context of the issue and offering of the Notes (including all
information required by English law);
(b) the statements contained in each of them relating to the Seller and
the Initial Mortgage Portfolio were in every material particular true
and accurate and not misleading;
(c) the opinions and intentions expressed in each of them with regard to
the Seller and the Initial Mortgage Portfolio were honestly held, were
reached after considering all relevant circumstances and were based on
reasonable assumptions;
(d) there were no other facts in relation to the Seller, the Initial
Mortgage Portfolio or the Notes the omission of which would, in the
context of the issue and offering of the Notes, make any statement in
either of them misleading; and
(e) all reasonable enquiries had been made by the Seller to ascertain such
facts and to verify the accuracy of all such information and
statements.
2. The Seller has not acquired or owned or possessed any rights in the
Mortgages Trustee or Funding such that it would "control" the Mortgages
Trustee or Funding within the meaning of section 416 ICTA 1988.
There is not any "connection" (within the meaning of section 87 Finance Act
1996) between either the Mortgages Trustee or Funding, respectively, and
any Borrower.
38
PART 3
The Seller makes the following representations and warranties to each of the
Mortgages Trustee, Funding and the Security Trustee:
1. STATUS: It is a public limited company duly incorporated, validly existing
and registered under the laws of the jurisdiction in which it is
incorporated, capable of being sued in its own right and not subject to any
immunity from any proceedings, and it has the power to own its property and
assets and to carry on its business as it is being conducted.
2. POWERS AND AUTHORITY: It has the power to enter into, perform and deliver,
and has taken all necessary corporate and other action to authorise the
execution, delivery and performance by it of each of the Transaction
Documents to which it is or will be a party, and each such Transaction
Document has been duly executed and delivered by it.
3. LEGAL VALIDITY: Each Transaction Document to which it is or will be a party
constitutes or when executed in accordance with its terms will constitute
its legal, valid and binding obligation.
4. NON-CONFLICT: The execution by it of each of the Transaction Documents to
which it is a party and the exercise by it of its rights and the
performance of its obligations under such Transaction Documents will not:
(a) result in the existence or imposition of, nor oblige it to create, any
Security Interest in favour of any person over all or any of its
present or future revenues or assets save for any which are created
under or pursuant to the Funding Deed of Charge;
(b) conflict with any document which is binding upon it or any of its
assets;
(c) conflict with its constitutional documents; or
(d) conflict with any law, regulation or official or judicial order of any
government, governmental body or court, domestic or foreign, having
jurisdiction over it.
5. NO LITIGATION: It is not a party to any material litigation, arbitration or
administrative proceedings and, to its knowledge, no material litigation,
arbitration or administrative proceedings are pending or threatened against
it.
6. CONSENTS AND LICENCES: All governmental consents, licences and other
approvals and authorisations required in connection with the entry into,
performance, validity and enforceability of, and the transactions
contemplated by, the Transaction Documents have been obtained or effected
(as appropriate) and are in full force and effect.
39
SCHEDULE 2
FORMS OF TRANSFERS: REGISTERED AND UNREGISTERED LAND
40
PART 1
FORM OF TRANSFER (REGISTERED LAND - ENGLAND AND WALES)
In the form of H.M. Land Registry Form TR4
41
PART 2
FORM OF TRANSFER (UNREGISTERED LAND - ENGLAND AND WALES)
This Transfer of Mortgages is made on [ ] between NORTHERN ROCK PLC (registered
number 3273685) whose registered office is at Xxxxxxxx Xxxx Xxxxx, Xxxxxxxx,
Xxxxxxxxx xxxx Xxxx XX0 0XX (hereinafter called the "TRANSFEROR") of the one
part and GRANITE FINANCE TRUSTEES LIMITED (registered number 79309) whose
registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX, Channel
Islands (hereinafter called the "TRANSFEREE") of the other part.
WHEREAS:
(A) By the charges by way of legal mortgage ("MORTGAGES") brief particulars of
which are set out in the Annexure hereto the properties brief particulars
of which are similarly set out ("PROPERTIES") became security for the
repayment of the moneys therein mentioned.
(B) By a mortgage sale agreement dated 26 March 2001 made between inter alios
the Transferor and the Transferee, the Transferor has agreed to sell and
the Transferee has agreed to buy all right, title, interest and benefit
(both present and future) in and under the Mortgages for the consideration
hereinafter mentioned.
NOW THIS DEED WITNESSETH as follows:
1. In consideration of the sums payable and the other consideration under the
Agreement by the Transferee (receipt of which is hereby acknowledged) the
Transferor with full title guarantee hereby transfers unto the Transferee
all right, title, interest and benefit (both present and future) in and
under the Mortgages including for the avoidance of doubt:
(i) the right to demand, xxx for, recover, receive and give receipts for
all principal moneys payable or to become payable under the Mortgages
or the unpaid part thereof and the interest due or to become due
thereon; and
(ii) the benefit of all securities for such principal moneys and interest,
the benefit of all consents to mortgage signed by occupiers of the
Properties, and the benefit of and the right to xxx on all covenants
with the Transferor in each Mortgage and the right to exercise all
powers of the Transferor in relation to each Mortgage; and
(iii) all the estate and interest in the Properties vested in the
Transferor subject to redemption or cesser; and
(iv) all causes of action of the Transferor against any person in
connection with any report, valuation, opinion, certificate or other
statement of fact or opinion or consent to mortgage given in
connection with any Mortgage or affecting the Transferor's decision to
make the relevant advance.
42
IN WITNESS of which NORTHERN ROCK PLC has caused this Transfer to be executed
and delivered as a deed on the date which appears first above.
EXECUTED under THE COMMON SEAL of )
NORTHERN ROCK PLC )
affixed by order of the Board of Directors )
in the presence of: )
--------------------------------------------
Authorised Signatory
Name:
Title:
--------------------------------------------
Authorised Signatory
Name:
Title:
[Alternative methods of executing as a deed will be acceptable if effective]
43
SCHEDULE REFERRED TO IN THE FOREGOING TRANSFER BY
NORTHERN ROCK PLC
IN FAVOUR OF GRANITE FINANCE TRUSTEES LIMITED
1 2 3 4
ACCOUNT NO. PROPERTY ADDRESS NAME(S) DATE OF MORTGAGE
COMPLETION
44
SCHEDULE 3
ASSIGNMENT OF INSURANCE CONTRACTS
THIS ASSIGNMENT is made by way of deed on 26 March 0000
XXXXXXX
XXXXXXXX XXXX PLC (registered number 3273685) whose registered office is at
Northern Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX ("NORTHERN ROCK");
and
GRANITE FINANCE TRUSTEES LIMITED (registered number 79309) whose registered
office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX, Channel Islands
(the "MORTGAGES TRUSTEE")
WHEREAS
(A) By a mortgage sale agreement (as amended, varied, supplemented or novated
from time to time "MORTGAGE SALE AGREEMENT") dated 26 March 2001 and made
between Northern Rock, as Seller, the Mortgages Trustee, Granite Finance
Funding Limited ("FUNDING") and The Bank of New York, as security trustee
(the "SECURITY TRUSTEE"), certain mortgages (the "MORTGAGES") were agreed
to be transferred to the Mortgages Trustee.
(B) Northern Rock has the benefit of the Insurance Contracts, as defined in the
Master Definitions Schedule dated 26 March 2001 (as amended, varied,
supplemented or novated from time to time) which relate to the Mortgages
and the mortgaged properties upon which they are secured (the "MORTGAGED
PROPERTIES") as well as to certain mortgages and properties in which the
Mortgages Trustee have no interest.
(C) This Assignment is supplemental to the Mortgage Sale Agreement.
NOW THIS DEED WITNESSETH as follows:
In further consideration of the sums and the other consideration referred to in
the Mortgage Sale Agreement, Northern Rock with full title guarantee hereby
assigns unto the Mortgages Trustee absolutely all the estate and interest in the
Insurance Contracts including the rights to receive the proceeds of any claim to
the extent only that such estate, interest, and rights relate to the Properties
and/or the Mortgages, to hold the same unto the Mortgages Trustee absolutely.
45
IN WITNESS of which NORTHERN ROCK PLC has caused this Assignment to be executed
and delivered as a Deed or the date which first appears above.
EXECUTED under THE COMMON SEAL of )
NORTHERN ROCK PLC )
affixed by order of the Board of Directors )
in the presence of: )
--------------------------------------------
Authorised Signatory
Name:
Title:
--------------------------------------------
Authorised Signatory
Name:
Title:
46
SCHEDULE 4
INSURANCE CONTRACTS
POLICY NUMBER INSURER POLICY NAME/TYPE DATE OF POLICY
1. NR 9501 Northern Rock Mortgage Indemnity Mortgage Indemnity 18.07.1996
Company Limited
2.(a)BL-HHS AXA General Insurance Limited Supercover Buildings and 01.01.1997
Contents
(b)DR-FHH AXA General Insurance Limited Superchoice Buildings and 01.01.1997
Contents
(c)DR-SGD AXA General Insurance Limited Supercover Gold Buildings 01.11.1999
and Contents
(d)AG112/Z1413248 AXA General Insurance Limited Contingency Insurance 18.10.1999
(e)AG112/Z1413256 AXA General Insurance Limited Properties in Possession 18.10.1999
(f)BL-BBR AXA General Insurance Limited Cover Me Buildings and 18.12.2000
Contents
47
SCHEDULE 5
ASSIGNMENT OF GUARANTEES
THIS ASSIGNMENT is made by way of deed on the 26th day of March 2001
BETWEEN:
NORTHERN ROCK PLC (registered number 3273685) whose registered office is at
Northern Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX ("NORTHERN ROCK");
and
GRANITE FINANCE TRUSTEES LIMITED (registered number 79309) whose registered
office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX, Channel Islands
(registered number 79309) (the "MORTGAGES TRUSTEE")
WHEREAS:
(A) By a mortgage sale agreement ( as amended, varied, supplemented or novated
from time to time "MORTGAGE SALE AGREEMENT") dated 26 March 2001 and made
between Northern Rock, the Mortgages Trustee, Granite Finance Funding
Limited and The Bank of New York, certain mortgages (the "MORTGAGES") were
agreed to be transferred and assigned to the Mortgages Trustee.
(B) Northern Rock has the benefit of the Guarantees as defined in the Master
Definitions Agreement dated 26 March 2001 (as amended, varied, supplemented
or novated from time to time) which relate to certain of the Mortgages.
(C) This Assignment is made pursuant to the Mortgage Sale Agreement.
NOW THIS DEED WITNESSETH as follows:
In further consideration of the sums and the other consideration referred to in
the Mortgage Sale Agreement, Northern Rock with full title guarantee hereby
assigns unto the Mortgages Trustee all its right, title, interest and benefit
(both present and future) in the Guarantees relating to the Mortgages the
subject of a Transfer of even date herewith including for the avoidance of
doubt:
(i) the benefit of and the right to xxx on all covenants with and
undertakings to Northern Rock in each Guarantee and the right to
exercise all powers of Northern Rock in relation to each Guarantee;
and
(ii) all the estate and interest in the Guarantees vested in Northern Rock;
to hold the same unto the Mortgages Trustee absolutely.
IN WITNESS of which NORTHERN ROCK PLC has caused this Assignment to be executed
and delivered as a deed on the date which first appears above.
48
EXECUTED under THE COMMON SEAL of )
NORTHERN ROCK PLC )
affixed by order of the Board of Directors )
in the presence of: )
--------------------------------------------
Authorised Signatory
Name:
Title:
--------------------------------------------
Authorised Signatory
Name:
Title:
[Alternative methods of executing as a deed will be acceptable if effective]
49
SCHEDULE 6
NEW MORTGAGE PORTFOLIO NOTICE
Dated [ ]
1. It is hereby agreed for the purpose of this notice the "PRINCIPAL
AGREEMENT" shall mean the Mortgage Sale Agreement dated 26 March 2001 made
between (1) NORTHERN ROCK PLC (the "SELLER"), (2) GRANITE FINANCE TRUSTEES
LIMITED (the "MORTGAGES TRUSTEE") (3) GRANITE FINANCE FUNDING LIMITED
("FUNDING") and (4) THE BANK OF NEW YORK (the "SECURITY TRUSTEE"), as the
same may be amended, varied, supplemented or novated from time to time.
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 (Agreement to Assign) of the
Principal Agreement, upon receipt by the Seller of the duplicate of this
notice signed by the Mortgages Trustee, there shall exist between the
Seller and the Mortgages Trustee an agreement (the "AGREEMENT FOR SALE")
for the assignment by the Seller to the Mortgages Trustee of the New
Mortgage Loans and the Related Security more particularly described in the
Schedule hereto (other than any New Mortgage Loans and their Related
Security which have been redeemed in full prior to the next following
Assignment Date). Completion of such sale shall take place, subject to the
provisions of the Principal Agreement, on [ ] (the "ASSIGNMENT DATE").
4. The Seller hereby confirms that the conditions required to be fulfilled
pursuant to Clause 4.2 (Conditions to Effecting an Assignment of New
Mortgage Loans) of the Principal Agreement have been fulfilled [/save for
conditions ( ) ( ) and ( )]
5. The Agreement for Sale shall incorporate, mutatis mutandis, the relevant
provisions of the Principal Agreement.
Signed for and on behalf of )
NORTHERN ROCK PLC )
by: )
------------------------------------
[On duplicate
We hereby acknowledge receipt of the New Mortgage Portfolio Notice dated [ ],
and confirm [that the conditions set out in paragraph ( ) ( ) and ( ) of Clause
4.2 (Conditions to Effecting an Assignment of New Mortgage Loans) have been
waived and] the assignment of the New Mortgage Loans as set out in that notice.
50
Signed for and on behalf of )
GRANITE FINANCE TRUSTEES LIMITED )
by: )
--------------------------------------------]
51
SCHEDULE
1 2 3 4
ACCOUNT NO. PROPERTY ADDRESS NAME(S) DATE OF MORTGAGE
COMPLETION
52
SCHEDULE 7
LOAN REPURCHASE NOTICE
Dated [ ]
1. We refer to the Mortgage Sale Agreement dated 26 March 2001 (as amended,
varied, supplemented or novated from time to time the "PRINCIPAL
AGREEMENT") made between (1) NORTHERN ROCK PLC (the "Seller"), (2) GRANITE
FINANCE TRUSTEES LIMITED (the "MORTGAGES TRUSTEE") (3) GRANITE FINANCE
FUNDING LIMITED ("FUNDING") and (4) THE BANK OF NEW YORK (the "SECURITY
TRUSTEE").
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. We hereby send this notice pursuant to and in accordance with Clause [8.4
(Repurchase)/8.5 (Repurchase of Product Switches and Further Advances)]* of
the Principal Agreement, upon receipt of which you as [the Seller/the
Mortgages Trustee]* will be required to [repurchase from us/re-sell to us]*
the Mortgage Loan and Related Security set out in the attached schedule in
accordance with the terms of Clause 8 (Repurchase) of the Principal
Agreement on [insert date].
Signed for and on behalf of )
[GRANITE FINANCE TRUSTEES )
LIMITED/NORTHERN ROCK PLC] )
by: )
--------------------------------------------
* Delete as appropriate
53
SCHEDULE
1 2 3 4
ACCOUNT NO. PROPERTY ADDRESS NAME(S) DATE OF MORTGAGE
COMPLETION
54
SCHEDULE 8
FORM OF NOTIFICATION TO BORROWERS
[To: Borrower]
Dear Sirs,
NORTHERN ROCK
ACCOUNT NO.[ ]
We hereby notify you that on [ ] 2001, Northern Rock agreed to sell your
mortgage to Granite Finance Trustees Limited.
[Additional text will be allowed with Mortgages Trustee's and Security Trustee's
consent]
Yours faithfully,
NORTHERN ROCK PLC
55
SCHEDULE 9
OFFER UNDER CLAUSE 8.6 (REPURCHASE OF FIXED RATE MORTGAGE LOANS)
To: Northern Rock plc
Xxxxxxxx Xxxx Xxxxx
Xxxxxxxx
Xxxxxxxxx xxxx Xxxx
XX0 0XX
From: Granite Finance Trustees Limited
00 Xxxxxxxxx Xxxxxx
Xx Xxxxxx
Xxxxxx
Xxxxxxx Xxxxxxx
XX0 0XX
Date: [ ]
Pursuant to Clause 8.6 (Repurchase of Fixed Rate Mortgage Loans) of the mortgage
sale agreement dated 26 March 2001 made between (1) Northern Rock plc, (2)
Granite Finance Funding Limited, (3) Granite Finance Trustees Limited and (4)
The Bank of New York (as amended, varied, supplemented or novated from time to
time the "AGREEMENT") we hereby offer to re-sell to you the Mortgage Loan(s)
together with their Related Security, details of which are set out in the
attached print out, if such Mortgage Loan(s) become Re-Fixed Mortgage Loans
within 3 months of the expiry of the relevant initial fixed rate periods
applicable to that/those Mortgage Loans. If you wish to do so, please accept
this offer by payment to us of the consideration for the repurchase of the
relevant Mortgage Loan(s) and Related Security in accordance with Clause 8.6
(Repurchase of Fixed Rate Mortgage Loans) of the Agreement if such Mortgage
Loan(s) become Re-Fixed Mortgage Loans within 3 months of the expiry of the
relevant initial fixed rate periods applicable to that/those Mortgage Loans.
Capitalised terms used in this notice and not defined herein have the meanings
given to them in the Agreement.
Signed by or on behalf of )
GRANITE FINANCE TRUSTEES LIMITED )
as Seller )
[acting as its attorney NORTHERN ROCK PLC:] )
--------------------------------------------
56
SCHEDULE 10
POWER OF ATTORNEY IN FAVOUR OF
THE MORTGAGES TRUSTEE, FUNDING AND THE SECURITY TRUSTEE
THIS DEED OF POWER OF ATTORNEY is made on the 26 March 2001 by:
(1) NORTHERN ROCK PLC whose registered office is at Xxxxxxxx Xxxx Xxxxx,
Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX (registered number 3273685) (the
"SELLER")
in favour of each of:
(2) GRANITE FINANCE TRUSTEES LIMITED whose registered office is at 00 Xxxxxxxxx
Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX, Channel Islands (registered number
79309) (the "MORTGAGES TRUSTEE");
(3) GRANITE FINANCE FUNDING LIMITED, acting out of its branch office
established in England (registered overseas company number FC022999 and
branch number BR0051916) at 0xx Xxxxx, 00 Xxx Xxxxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxx XX0X 0XX ("FUNDING"); and
(4) THE BANK OF NEW YORK whose principal office is at Xxx Xxxxxx Xxxxxx, 00xx
Xxxxx, Xxxxxx X00 0XX in its capacity as trustee (the "SECURITY TRUSTEE",
which expression shall include such company and all other persons or
companies for the time being acting as the trustee or trustees under the
Funding Deed of Charge).
WHEREAS:
(A) By virtue of a mortgage sale agreement (the "MORTGAGE SALE AGREEMENT")
dated 26 March 2001 and made between (1) the Seller, (2) the Mortgages
Trustee (3) Funding and (4) the Security Trustee, provision was made for
the execution by the Seller of this Power of Attorney.
(B) Words and phrases in this deed shall (save where expressed to the contrary)
have the same meanings respectively as the words and phrases in the Master
Definitions Schedule dated 26 March 2001 and signed for the purposes of
identification by Xxxxx & Xxxx and Xxxxxxxx Chance Limited Liability
Partnership.
NOW THIS DEED WITNESSETH:
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 Administration Agreement HEREBY
APPOINTS each of Funding, the Mortgages Trustee and the Security Trustee
(each an "ATTORNEY") and any receiver and/or administrator appointed from
time to time in respect of Funding and/or the Mortgages Trustee or their
assets 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 for
57
the protection or preservation of that Attorney's interest in the Mortgage
Loans, the Mortgages, the Mortgage Deeds and their Related Security or
which ought to be done under the covenants, undertakings and provisions
contained in the Mortgage Sale Agreement including (without limitation) any
or all of the following that is say:
(d) to exercise its rights, powers and discretions under the Mortgage
Loans, the Mortgages, the Mortgage Deeds and the Related Security
including the right to fix the rate or rates of interest payable under
the Mortgage Loans in accordance with the terms thereof (including
whilst such Mortgage Loans subsist and subject to the consent of the
Mortgages Trustee being given to the setting of such rates, setting
the Standard Variable Rate of the Seller and (other than in respect of
the Security Trustee) the rate of (and terms relating to) the Existing
Borrowers' Re-Fix Rate in the circumstances referred to in Clause 4
(Interest Rates) of the Administration Agreement provided that nothing
in this Clause shall prevent the Seller (or any of its attorneys from
time to time) from setting a higher rate (and in the case of the
Existing Borrowers' Re-Fix Rate, imposing terms more advantageous to
the Mortgages Trustee) than those set or to be set or required or to
be required by the Mortgages Trustee or Funding under this power of
attorney;
(e) to exercise all the powers exercisable by the Seller by reason of its
remaining for the time being the registered owner at H.M. Land
Registry of any of the Mortgage Loans, the Mortgages, the Mortgage
Deeds and the Related Security and in particular, but without
prejudice to the generality of the foregoing, to make Further Advances
to Borrowers;
(f) to demand, xxx for and receive all moneys due or payable under the
Mortgage Loans, the Mortgages, the Mortgage Deeds and the Related
Security or any such collateral security or related rights;
(g) to execute, sign, seal and deliver (using the company seal of the
Seller where appropriate) a conveyance or transfer of the Mortgage
Loans, the Mortgages, the Mortgage Deeds and the Related Security or
any of them to the Mortgages Trustee and its successors in title or
other person or persons entitled to the benefit thereof;
(h) to execute, sign, seal and deliver (using the company seal of the
Seller where appropriate) a conveyance, assignment or transfer of the
Related Security or any item comprised therein (to the extent only
that such item or items relate to the Mortgage Loans) to the Mortgages
Trustee and its successors in title or other person or persons
entitled to the benefit thereof or entitled to be registered at H.M.
Land Registry as proprietor thereof (as the case may be);
(i) to discharge the Mortgages or the Related Security or any of them and
to sign, seal, deliver and execute such receipts, releases,
surrenders, instruments and deeds as may be required or advisable in
order to discharge the relevant Mortgaged Property or Properties from
the Mortgages or any of them; and
58
(j) (g) 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 proper or expedient for fully and effectually
vesting or transferring the interests sold thereunder in the Mortgage
Loans, the Mortgages, the Mortgage Deeds and their Related Security or
any or each of them and/or the Seller's estate right and title therein
or thereto in the Mortgages Trustee and its successors in title or
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.
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 act on behalf of the Seller as if that substitute shall have been
originally appointed Attorney by this deed (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 laws of England shall apply to this deed and the interpretation thereof
and to all acts of the Attorney carried our or purported to be carried out
under the terms hereof.
4. 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 Mortgage Loans, the Mortgages or the Mortgage
Deeds or their Related Security by virtue of this deed.
IN WITNESS whereof the Seller has executed this document as a deed the day and
year first before written.
EXECUTED under THE COMMON SEAL of )
NORTHERN ROCK PLC )
affixed in the presence of: )
--------------------------------------------
Authorised Signatory
Name:
Title:
--------------------------------------------
Authorised Signatory
Name:
Title:
59
SCHEDULE 11
LENDING CRITERIA
GENERAL
To proceed with obtaining a Mortgage Loan, each prospective Borrower completes
an application form which includes information with respect to the applicant's
income from all sources, current employment details, bank account information
(where the Borrower has a bank account), current mortgage information (if
applicable) and certain other personal information. A credit reference agency
search is made against each Borrower at their current address and, if necessary,
former addresses, in all cases which will give details of any public information
which includes county court judgements and details of any bankruptcy.
EMPLOYMENT DETAILS
The Seller operates the following policy in respect of the verification of
Borrower income details. Under this policy, Borrowers are categorised as either
"employed" or "self-employed" by the Seller.
Proof of income for employed prospective Borrowers may be established by:
(a) two current cumulative monthly payslips or, if paid weekly, the last three
consecutive payslips; or
(b) Form P60, or employer's reference, with evidence of continued employment.
Proof of income for self-employed prospective Borrowers may be established by:
(a) a letter from the Borrower's accountant in acceptable form; or
(b) acceptable confirmation of self-employment which might include any of a tax
return, accountant's letter or a trade invoice, together with a certificate
from the Borrower as to income.
For certain Mortgage Loan products, particularly those that may involve larger
maximum loan amounts or higher loan to value ("LTV") ratios, the Seller
generally will require an acceptable accountant's letter or audited accounts.
INCOME CAPACITY
The following maximum income multiples are applied in determining the amount of
the Mortgage Loan:
(a) Single applicant- 3.50 times gross income for all Mortgage Loans (other
than Together Mortgage Loans); 3.80 times gross income for Together
Mortgage Loans.
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(b) Joint applicants - a sum equal to: (1) the higher of 2.75 times the
joint gross income of the applicants (3.00 times joint gross income for
Together Mortgage Loans), or 3.50 times the highest earning applicant's
gross income (3.80 times the highest joint gross income for Together
Mortgage Loans) plus (2) the gross income of the other applicant.
VALUATION
The Seller requires that a valuation of the Mortgaged Property be obtained
either from its in-house valuation department or from an independent firm of
professional valuers selected from a panel of approved valuers. Details of
professional indemnity insurance held by panel valuers are kept by the Seller.
All valuations of Properties are reviewed by the person underwriting the
Mortgage Loan and/or the valuation team.
PROPERTY TYPES
The Seller applies the criteria set out below in determining the eligibility of
Properties to serve as security for Mortgage Loans. Under these criteria,
eligible property types include freehold and leasehold houses, leasehold flats
and mixed commercial and residential use properties where there is a separate
entrance for the residential part of the Mortgaged Property. In the case of a
Mortgage Loan secured by a leasehold property, the Seller requires that the
unexpired term of the lease be at least 30 years from the end of the agreed
mortgage term, with a minimum remaining term of 50 years from the beginning of
the mortgage term.
Certain property types falling outside the criteria may be considered on a case
by case basis. However, certain property types will not be considered for the
purposes of providing security for a Mortgage Loan. The types of property
falling within this category comprise freehold flats, shared ownership or shared
equity schemes and properties of non-standard construction of a type considered
to be defective.
LOAN AMOUNT
Generally, the maximum loan amount is (pound)500,000, but this varies according
to the application in question. In exceptional cases, this limit may be
exceeded.
TERM
Each Mortgage Loan must have an initial term of between 7 and 35 years.
AGE OF APPLICANT
All Borrowers in respect of non-Together Mortgage Loans must be aged 18 or over.
All Borrowers in respect of Together Mortgage Loans must be aged 21 or over.
There are no maximum age limits.
DISCRETION TO LEND OUTSIDE LENDING CRITERIA
On a case-by-case basis, and within approved limits as detailed in the Seller's
lending policy, the Seller may have determined that, based upon compensating
factors, a prospective Borrower who did
61
not strictly qualify under its lending criteria warranted an underwriting
exception. Compensating factors may include, but are not limited to, a low LTV
ratio, stable employment and time in residence at the applicant's current
residence.
MAXIMUM LOAN TO VALUE
For Mortgage Loans up to (pound)250,000, the maximum LTV ratio permitted is 95
per cent. of the current market value of the Mortgaged Property determined by
the valuation. For Mortgage Loans up to (pound)400,000 the maximum LTV ratio
permitted is 90 per cent. of the current market value of the Mortgaged Property
determined by relevant valuation. For Mortgage Loans of over (pound)400,000 the
maximum LTV ratio permitted is 85 per cent. of the current market value of the
Mortgaged Property determined by valuation.
MIG
It is a condition of each Mortgage Loan having an LTV ratio in excess of 75 per
cent. that the Seller take out mortgage indemnity insurance with Northern Rock
Mortgage Indemnity Company Limited ("NORMIC"). Such insurance is intended to
provide limited cover in the event of losses being incurred following
repossession and sale of a Mortgaged Property from a Borrower in default. The
premium is paid by the Seller. The indemnity insurance covers only a portion of
the relevant loss and is subject to a cap (both per-Mortgage Loan and on an
aggregate basis) on claims that may be made in respect of Mortgage Loans
originated in any one year. The policy will not cover all losses suffered in
relation to the Mortgage Loans.
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SCHEDULE 12
STANDARD DOCUMENTATION
DOC NO. DOCUMENT PERIOD IN USE
1. (a) NRBS Mortgage Offer - General Conditions 01/07/95 to 31/12/95
(b)NRBS Mortgage Offer - General Conditions 01/01/96 to 30/11/96
(c)NRBS Mortgage Offer - General Conditions 01/12/96 to 30/09/97
2. NRBS Mortgage Deed 01/07/95 to 30/09/97
3. NRBS Mortgage Conditions Booklet 1995 01/07/95 to 30/09/97
4. (a)NR plc Mortgage Offer - General Conditions 01/10/97 to 31/12/97
(b)NR plc Mortgage Offer - General Conditions 01/12/97 to 31/12/97
(c)NR plc Mortgage Offer - General Conditions 01/01/98 to 31/05/98
(d)NR plc Mortgage Offer - General Conditions 01/06/98 to 31/12/98
(e)NR plc Mortgage Offer - General Conditions 01/01/99 to present
5. NRBS/NR plc Transitional Mortgage Deed 01/07/97 to 01/10/97
6. NR plc Mortgage Deed 01/10/97 to present
7. NR plc Mortgage Conditions 1997 01/10/97 to present
8. NR plc "Together" Mortgage Deed 01/04/99 to present
9. Discounted Mortgage Brochures
10. Discounted Mortgage Special Conditions
11. Cashback Mortgage Brochures
12. Cashback Mortgage Special Conditions
13. Fixed Rate Mortgage Brochures
14. Fixed Rate Mortgage Special Conditions
15. Together Mortgage Brochures
16. Together Mortgage Special Conditions
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EXECUTION PAGE
EXECUTED for and on behalf of )
NORTHERN ROCK PLC )
by: )
--------------------------------------------
Authorised Signatory
Title:______________________
EXECUTED for and on behalf of )
GRANITE FINANCE TRUSTEES LIMITED )
by: )
--------------------------------------------
Director/Authorised Signatory
Name:
Title:
EXECUTED for and on behalf of )
GRANITE FINANCE FUNDING LIMITED )
by: )
--------------------------------------------
Authorised Signatory
Name:
Title:___
EXECUTED for and on behalf of )
THE BANK OF NEW YORK )
by: )
--------------------------------------------
Authorised Signatory
Name:
Title:
64
APPENDIX A
THE INITIAL MORTGAGE LOAN PORTFOLIO
ACCOUNT NO PROPERTY ADDRESS NAME OF BORROWER(S) DATE OF MORTGAGE CURRENT BALANCE
COMPLETION
65
