Common use of SALE AND PURCHASE OF NEW PORTFOLIOS Clause in Contracts

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of the Rated Notes or any rated debt instruments of Funding (if applicable) then outstanding will not be downgraded, withdrawn or qualified as a result of such variation or waiver (it being acknowledged that none of the Rating Agencies has any obligation to provide such confirmation at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.