SALE AND PURCHASE OF NEW PORTFOLIOS. 4.1 Subject to fulfilment of the conditions set out in Clauses 2.2, 3.1, 4.2 (or as applicable, 4.3) and 4.4 and the restriction set out in Clause 2.3, if the Seller shall, at any time and from time to time serve a properly completed New Portfolio Notice on the Mortgages Trustee and Funding 1 with a copy to the Security Trustee (such service to be in the Seller’s sole discretion), the Seller agrees that on the date for completion of the sale specified in such New Portfolio Notice the Seller shall sell with full title guarantee (or in relation to rights and assets situated in or governed by the law of Scotland with absolute warrandice) to the Mortgages Trustee the relevant New Portfolio.
SALE AND PURCHASE OF NEW PORTFOLIOS. 2.1 Subject to fulfilment of the conditions and undertakings set out in Clause 2.4 to 2.8, if the Seller shall, at any time and from time to time serve a properly completed New Portfolio Notice in duplicate on the LLP with a copy to the Security Trustee (such service to be in the Seller's sole discretion), the Seller agrees that on the date for completion of the sale specified in such New Portfolio Notice the Seller shall sell to the LLP the New Loans and their Related Security in the relevant New Portfolio with full title guarantee (or, in the case of any Scottish Loans and their Related Security in the relevant New Portfolio and situated in or governed by the law of Scotland, with absolute warrandice) (or, in the case of any Northern Irish Loans and their Related Security in the relevant New Portfolio and situated in or governed by the law of Northern Ireland, as beneficial owner).
SALE AND PURCHASE OF NEW PORTFOLIOS. 4.1 Subject xx xxxxilment of the conditions set out in CLAUSES 2.2, 3.1, 4.2 (or as applicable, 4.3) and 4.4 and the restriction set out in CLAUSE 2.3, if the Seller shall, at any time and from time to time serve a properly completed New Portfolio Notice on the Mortgages Trustee, Funding 1 and Funding 2 with a copy to each of the Funding 1 Security Trustee and the Funding 2 Security Trustee (such service to be in the Seller's sole discretion), the Seller agrees that on the date for completion of the sale specified in such New Portfolio Notice the Seller shall sell with full title guarantee (or in relation to rights and assets situated in or governed by the law of Scotland with absolute warrandice) to the Mortgages Trustee the relevant New Portfolio.
SALE AND PURCHASE OF NEW PORTFOLIOS. 4.1 Subject to fulfilment of the conditions set out in Clauses 4.2 and 4.3 (which conditions may be varied or waived by the Mortgages Trustee, subject to the written confirmation from the Rating Agencies that the then current ratings of the Rated Notes or any rated debt instruments of Funding (if applicable) then outstanding will not be downgraded, withdrawn or qualified as a result of such variation or waiver (it being acknowledged that none of the Rating Agencies has any obligation to provide such confirmation at any time and that the confirmation of one of the Rating Agencies may be sufficient for that purpose provided that (i) a written request for confirmation or response has been delivered to each Rating Agency by or on behalf of the Master Issuer (copied to the Security Trustee) and (ii) one or more Rating Agencies either (x) indicates it does not consider such confirmation or response necessary or (y) provides no confirmation or response within a reasonable timeframe), if the Seller shall, at any time and from time to time serve a properly completed New Portfolio Notice on the Mortgages Trustee and Funding with a copy to the Security Trustee (such service to be in the Seller's sole discretion), then on the date for completion of the sale and assignment specified in the New Portfolio Notice the Seller shall sell with full title guarantee (or, in relation to rights and assets situated in or governed by the law of Scotland, with absolute warrandice) to the Mortgages Trustee the relevant New Portfolio.
SALE AND PURCHASE OF NEW PORTFOLIOS. 4.1 Subject to fulfilment of the conditions and undertakings set out in Sections 4.4 to 4.7, if the Seller shall, at any time and from time to time serve (such service to be in the Seller’s sole discretion) a properly completed New Portfolio Notice to the Guarantor with a copy to the Bond Trustee and each Rating Agency, the Seller agrees that on the date for completion of the sale specified in such New Portfolio Notice (which date shall be no less than five Canadian Business Days after the date of such New Portfolio Notice), the Seller shall sell, transfer, assign and convey to the Guarantor all of the Seller’s right, title, interest and benefit in and to the Loans, their Related Security and the other assets in the relevant New Portfolio on a fully-serviced basis.
SALE AND PURCHASE OF NEW PORTFOLIOS. 4.1 Subjexx xx xxlfilment of the conditions set out in Clauses 2.2, 3.1, 4.2 (or as applicable, 4.3) and 4.4, if the Seller shall, at any time and from time to time serve a properly completed New Portfolio Notice on the Mortgages Trustee and Funding 1 with a copy to the Security Trustee (such service to be in the Seller's sole discretion), the Seller agrees that on the date for completion of the assignment specified in such New Portfolio Notice the Seller shall sell and assign with full title guarantee to the Mortgages Trustee the relevant New Portfolio.
SALE AND PURCHASE OF NEW PORTFOLIOS. 4.1 Subject to fulfilment of the conditions set out in CLAUSES 2.2, 3.1, 4.2 (or as applicable, 4.3) and 4.4 and the restriction set out in CLAUSE 2.3, if the Seller shall, at any time and from time to time serve a properly completed New Portfolio Notice on the Mortgages Trustee and Funding 1 with a copy to the Security Trustee (such service to be in the Seller's sole discretion), the Seller agrees that on the date for completion of the sale specified in such New Portfolio Notice the Seller shall sell with full title guarantee (or in relation to rights situated in or governed by the law of Scotland with absolute warrandice) to the Mortgages Trustee the relevant New Portfolio.
SALE AND PURCHASE OF NEW PORTFOLIOS. 4.1 Subject to fulfilment of the conditions set out in Clauses 4.4, 4.5 and 4.8, if the Seller shall, at any time and from time to time serve a properly completed New Portfolio Notice in duplicate on the LLP with a copy to the Security Trustee (such service to be in the Seller's sole discretion), the Seller agrees that on the later of the Effective Date and the date for completion of the sale specified in such New Portfolio Notice and (in the case of the Effective Date), immediately following the release of the relevant New Portfolio from the CCA Trust (so far as comprised therein) and its assignment and/or transfer to the Seller pursuant to Clause 2.8, the Seller shall sell to the LLP with full title guarantee (or, in the case of any Scottish Loans and their Related Security comprised in the relevant New Portfolio, with absolute warrandice or, in the case of any Northern Irish Loans and their Related Security comprised in the relevant New Portfolio, as beneficial owner) all its rights, title, interest and benefit in the relevant New Portfolio and each Additional Loan Advance and Product Switch pursuant to any Loan comprising the relevant New Portfolio on the later of the Effective Date and the date thereof.
SALE AND PURCHASE OF NEW PORTFOLIOS. 4.1 Subject to fulfilment of the conditions and undertakings set out in Clauses 4.4 to 4.8 if the Seller, at any time and from time to time serves a properly completed New Portfolio Notice in duplicate on the Fund with a copy to the Representative (such service to be in the Seller's sole discretion), the Seller agrees that on the date for completion of the sale specified in such New Portfolio Notice the Seller shall sell, with full title guarantee, to the Fund the New Loans and their Related Security in the relevant New Portfolio.
SALE AND PURCHASE OF NEW PORTFOLIOS. 4.1 Subject to fulfilment of the conditions set out in Clauses 2.2, 3.1, 4.2 and 4.3, if the Seller shall, at any time and from time to time serve a properly completed New Portfolio Notice on the Mortgages Trustee and Funding with a copy to the Security Trustee (such service to be in the Seller's sole discretion), then on the date for completion of the sale and assignment specified in the New Portfolio Notice the Seller shall sell with full title guarantee (or in relation to rights and assets situated in or governed by the law of Scotland, with absolute warrandice) to the Mortgages Trustee the relevant New Portfolio. 4.2 The conditions to be met as at each Assignment Date are: (a) 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 Loan in the New Portfolio being sold on the relevant Assignment Date in accordance with Clause 8 and such Representations and Warranties must be true in relation to each New Loan (but if such Representation and Warranties are only discovered to be untrue after the relevant Assignment Date, the Mortgages Trustee's and Funding's only remedy shall be under Clause 7); (b) the Lending Criteria applicable at the time of origination of each relevant New Loan have been applied to the New Loan and to the circumstances of the Borrower at the time the New Loan was made; (c) the total amount of arrears in respect of all the Loans in the Mortgages Trust, as a percentage of the total amount of gross interest due to the Mortgages Trustee during the previous 12 months on all Loans outstanding during all or part of such period, must not exceed 2 per cent. ARREARS for this purpose in respect of a Loan on any date means the aggregate amount overdue on the Loan on that date but only where such aggregate amount overdue equals or exceeds an amount equal to twice the Monthly Payment then due on the Loan; (d) as at the relevant Assignment Date, the aggregate Outstanding Principal Balances of the Loans in the Mortgages Trust, in respect of which the aggregate amount in arrears is more than three times the Monthly Payment then due, is less than 4 per cent. of the aggregate Outstanding Principal Balances of the Loans in the Mortgages Trust; (e) no New Loan has on the relevant Assignment Date an aggregate amount in arrear which is more than the amount of the Monthly Payment then due and each New Loan was made at least three calendar mo...
