EXHIBIT 4.3
Dated 28 January 2004
NORTHERN ROCK PLC
as Seller
GRANITE FINANCE TRUSTEES LIMITED
as Mortgages Trustee
GRANITE FINANCE FUNDING LIMITED
- and -
THE BANK OF NEW YORK
as Security Trustee
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EIGHTH 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
CONTENTS
Clause Page No.
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.....................................................14
6. Perfection of the Assignment........................................15
7. Undertakings........................................................17
8. Warranties and Repurchase by the Seller.............................21
9. Further Assurance...................................................27
10. Consequences of Breach..............................................27
11. Subordination.......................................................27
12. Non-Merger..........................................................27
13. No Agency or Partnership............................................27
14. Payments............................................................28
15. Assignment..........................................................28
16. Security Trustee....................................................28
17. New Intercompany Loans..............................................29
18. Non Petition Covenant; Limited Recourse.............................29
19. Amendments and Waiver...............................................30
20. Notices.............................................................31
21. Third Party Rights..................................................31
22. Execution in Counterparts; Severability.............................31
23. Governing Law and Submission to Jurisdiction........................32
24. Process Agent.......................................................32
25. Appropriate Forum...................................................32
26. Transaction Documents...............................................33
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SCHEDULE 1 REPRESENTATIONS AND WARRANTIES.................................35
SCHEDULE 2 FORMS OF TRANSFERS: REGISTERED AND UNREGISTERED LAND AND
SCOTTISH TRANSFERS..................................................44
Part 1 FORM OF TRANSFER (REGISTERED LAND - ENGLAND AND WALES)............45
Part 2 FORM OF TRANSFER (UNREGISTERED LAND - ENGLAND AND WALES)..........46
Part 3 FORM OF TRANSFER (LAND REGISTER - SCOTLAND).......................48
Part 4 FORM OF TRANSFER (SASINE REGISTER - SCOTLAND).....................50
SCHEDULE 3 ASSIGNMENT OF INSURANCE CONTRACTS..............................51
SCHEDULE 4 INSURANCE CONTRACTS............................................54
SCHEDULE 5 Part 1 ASSIGNMENT OF GUARANTEES................................55
Part 2 ASSIGNATION OF GUARANTEES.........................................57
SCHEDULE 6 NEW MORTGAGE PORTFOLIO NOTICE..................................60
SCHEDULE 7 LOAN REPURCHASE NOTICE.........................................63
SCHEDULE 8 FORM OF NOTIFICATION TO BORROWERS..............................65
SCHEDULE 9 OFFER UNDER CLAUSE 8.6 (REPURCHASE OF FIXED RATE MORTGAGE
LOANS)..............................................................66
SCHEDULE 10 POWER OF ATTORNEY IN FAVOUR OF THE MORTGAGES TRUSTEE,
FUNDING AND THE SECURITY TRUSTEE....................................67
SCHEDULE 11 FORM OF SCOTTISH TRUST DEED..................................70
SCHEDULE 12 LENDING CRITERIA.............................................77
SCHEDULE 13 STANDARD DOCUMENTATION.......................................80
APPENDIX A THE INITIAL MORTGAGE LOAN PORTFOLIO............................81
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THIS EIGHTH AMENDED MORTGAGE SALE AGREEMENT DATED 28 January 2004 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 Xxxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX
in its capacity as Seller and in its capacity as a Beneficiary;
(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 in its capacity as 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 0 Xxxxx Xxxx
Xxxxx, Xxxxxx XX0X 0XX in its capacity as a Beneficiary; and
(4) THE BANK OF NEW YORK a New York banking corporation whose London branch
address is at 00xx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX in its
capacity as Security Trustee.
WHEREAS:
(A) The Seller carries on the business (inter alia) of originating mortgage
loans secured on residential properties in England, Wales and Scotland.
(B) The Seller has agreed to sell and 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 Seventh Amendment and Restatement Deed made on 26 January 2004
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 pay to the Seller any and all Early Repayment Charge Receipts, the
Seller hereby agrees to sell and 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
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
ownership of, and all of the Seller's beneficial right, title, interest
and benefit in and to, the
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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 pay to
the Seller as part of the Deferred Purchase Price any and all Early
Repayment Charge Receipts received by the Mortgages Trustee in respect
of 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 date of payment to the Seller of the related Early
Repayment Charge Receipts, 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 pay to the Seller any and all Early
Repayment Charge Receipts, 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 sell and assign to the Mortgages
Trustee the relevant New Mortgage Portfolio with full title guarantee
(or, in relation to assets and rights situated in or governed by the
law of Scotland, with absolute warrandice), PROVIDED THAT (a) the
Seller hereby covenants and undertakes that it will not sell and 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 sale and 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 a
sale and 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;
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(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;
(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 0.35 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 0.56 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;
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(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 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;
(s) the Seller shall as at the relevant Assignment Date make the
Representations and Warranties (which shall apply to Personal
Secured Loans except where specifically excluded) 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); and
(t) following the purchase by the Mortgages Trust of any New
Mortgage Portfolio, the aggregate Current Balance of Mortgage
Loans in the Mortgages Trust that are subject to a maximum rate
of interest and which charge interest at the lesser of the
Seller's Standard Variable Rate and the maximum rate of interest
(as specified in the relevant Mortgage Conditions) (the "Capped
Rate Mortgage Loans") will not exceed 3 per. cent of the
aggregate Current Balance of all Mortgage Loans in the Mortgages
Trust (including such Capped Rate Mortgage Loans) as of such
Assignment Date, unless Xxxxx'x has confirmed in writing that
the then current ratings of the Notes will not be adversely
affected,
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),
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(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 Clause 4.2 provided that each of the
Rating Agencies has confirmed in writing (whether or not such
confirmation is addressed to the Mortgages Trustee) that the relevant
waiver or variation will not adversely affect the then current ratings
of the existing Notes of any Issuer or that it approves the relevant
waiver or variation.
4.3 No Further Assignment: The Seller and the Mortgages Trustee agree that
the Seller may not sell and assign any New Mortgage Portfolio after the
Step-up Date in respect of the Notes of any Issuer if the option to
redeem any such Notes on the related Step-up Date pursuant to 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 sale and 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;
(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; and
(d) a Scottish Trust Deed in respect of the Scottish Mortgage Loans
in the New Mortgage Portfolio (if any) and their Related
Security, in the form set out in Schedule 11 and with the
annexure thereto duly completed, duly executed by the Seller.
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
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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
(Purchase of Product Switches, Further Advances and purchases
relating to Personal Secured Loans) or 8.6 (Repurchase of Fixed
Rate Mortgage Loans), and on such date the Seller sells and
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 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 and transfer 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. Upon 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, upon receipt of 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), the fact that any of the conditions
referred to in Clause 4.2 may not have been satisfied or waived, or any
of the conditions precedent set out in Clause 4.4 (Closing and
Conditions Precedent) have not been delivered or waived, shall not
prevent the sale and assignment of the New Mortgage Portfolio to the
Mortgages Trustee on the relevant Assignment Date (or prevent any
Scottish Trust Deed from taking effect) and any unsatisfied conditions
precedent shall deemed to have been waived. The foregoing is without
prejudice to all of the rights and remedies of the Mortgages Trustee
against the Seller, including without limitation, all claims for breach
of Representation and Warranty. Each such assignment and transfer will
be perfected upon the occurrence of any of the events set forth in
Clause 6 (Perfection of the Assignment) and the transfer and
assignation to the Mortgages Trustee of legal title to such New
Mortgage Portfolio in accordance with Clause 6 (Perfection of the
Assignment).
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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 pay to
the Seller as part of the Deferred Purchase Price any and all Early
Repayment Charge Receipts received by the Mortgages Trustee in respect
of 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 date
of payment to the Seller of the related Early Repayment Charge
Receipts, be released from such trust.
4.9 Insurance: The Seller shall as soon as reasonably practical after
completion of the sale and 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.
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
sell and 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 sell and 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 sale
and assignment to the Mortgages Trustee of New Mortgage Loans
and their Related Security would adversely affect the business
of the Seller.
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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 1.05 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
and transfer effected by this Agreement (or by any Scottish Trust Deed
made pursuant hereto) 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 (Purchase of Product Switches, Further
Advances and purchases relating to Personal Secured Loans)) 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 (pursuant, in the case of any property, interest, right or
benefit and/or the proceeds thereof relating to a Scottish Mortgage
Loan or its Related Security, to the relevant Scottish Trust Deed)
subject at all times to the Mortgages Trust. In addition, if for any
reason the assignment and transfer 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 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;
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
14
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 (Purchase of Product
Switches, Further Advances and purchases relating to Personal Secured
Loans) 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 and assignations of the
Mortgages to the Mortgages Trustee and the notifications to Borrowers
notifying such Borrowers of the assignment or assignation 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:
(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
15
(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 and assignations
referred to in Clause 6.3 (Transfer Documents) duly executed by
the Seller; and
(b) give formal notice of the transfers and assignations 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
English Mortgages then in the Mortgage Portfolio secured (or
intended to be secured) over English Properties which comprise
registered land (including any English 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
English Mortgages then in the Mortgage Portfolio secured (or
intended to be secured) over English Properties which comprise
unregistered land (excluding any which is the subject of an
application for first registration);
(c) assignations in the form set out in Part 3 of Schedule 2 (Form
of Transfer (Land Register - Scotland)) of all the Scottish
Mortgages then in the Mortgage Portfolio secured (or intended to
be secured over Scottish Properties title to which is registered
(or in the course of being registered) in the Land Register of
Scotland;
(d) assignations in the form set out in Part 4 of Schedule 2 (Form
of Transfer (Sasine Register - Scotland)) of all the Scottish
Mortgages then in the Mortgage Portfolio secured (or intended to
be secured) over Scottish Properties title to which is recorded
(or in the course of being recorded) in the General Register of
Sasines;
(e) transfers and assignations of the benefit of the Guarantees
relating to any relevant Mortgage Loan in the form of the
Assignment of Guarantees set out in Part 1 of Schedule 5
(Assignment of Guarantees) in relation to Guarantees governed by
16
English law and in the form of the Assignation of Guarantees set
out in Part 2 of Schedule 5 (Assignation of Guarantees) in
relation to Guarantees governed by Scots law; and
(f) transfers and assignations 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 assignation 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 or record itself at, or submit or require the
submission of any notice, form, request or application to, or
pay any fee for the registration or recording of, or the noting
of any interest at, the Land Charges Department of H.M. Land
Registry or in the Registers of Scotland 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 or assignation 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 require in
order to give effect to the terms of this Agreement and the assignments
and assignations contemplated herein.
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
17
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
(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
(and, in the case of any Scottish Mortgage Loan, the making of
the relevant Scottish Trust Deed) 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
18
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.
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, for funding any request for any Further
Draw under a Personal Secured Loan 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 or Further Draw 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
19
(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 and undertakes to 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 and such other discretionary rates and
margins applicable to the Mortgage Loans at such levels as may be
notified to the Seller by the Mortgages Trustee, Funding or the
Security Trustee (which rates shall be the same rates 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 rates 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 (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, such other discretionary rates and margins applicable to the
Mortgage Loans 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 rates have 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 higher rates for other discretionary rates and margins
(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
20
so to avoid a Shortfall, none of the Mortgages Trustee, Funding or the
Security Trustee shall set the Standard Variable Rate and other
discretionary rates and margins for Mortgage Loans which are in the
Mortgages Trust (disregarding any discounts or additions to it) at
rates higher than the then equivalent rates 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 8.5(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 (other than Personal
Secured Loans if specifically excluded from a Representation and
Warranty) 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 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
21
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:
(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 (i) the relevant Mortgage Loan
and its Related Security, (ii) any other Mortgage Loan secured or
intended to be secured by that Related Security or any part of it and
(iii) any other Mortgage Loan secured on the same
22
Mortgaged Property as the relevant Mortgage Loan to which the breach
relates 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 Purchase of Product Switches, Further Advances and purchases relating
to Personal Secured Loans: In the event of there being at any date in
respect of any Mortgage Loan assigned to the Mortgages Trustee
hereunder a PS/FA/PSL Event (other than a Mortgage Loan becoming a
Re-Fixed Mortgage Loan, such PS/FA/PSL 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 transfer to the Seller in accordance with Clause 8.7
(Completion of Repurchase):
(a) any Mortgage Loan subject to a PS/FA/PSL Event, together with
its Related Security;
(b) any other Mortgage Loan secured or intended to be secured by the
Related Security referred to in (a) above or any part of it; and
(c) any other Mortgage Loan secured on the same Mortgaged Property
that secures the Mortgage Loan subject to a PS/FA/PSL Event,
together with its Related Security,
each such Mortgage Loan to be identified in the Loan Repurchase Notice
(any such Mortgage Loan or Mortgage Loans, a "PS/FA/PSL Mortgage
Loan"), free from the Mortgages Trust and any right or interest that
the Security Trustee may have in such PS/FA/PSL Mortgage Loan and its
Related Security under the Funding Deed of Charge. Any PS/FA/PSL
Mortgage Loan purchased 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 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
23
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 and transfer 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 and undertakes 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
or purchase or transfer, as applicable, shall take place:
(a) in the case of any repurchase or re-transfer pursuant to Clause
8.4 (Repurchase) or any purchase or transfer pursuant to Clause
8.5 (Purchase of Product Switches, Further Advances and
purchases relating to Personal Secured Loans) 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 of Interest and Accrued
Interest relating thereto as at the date of completion of such
repurchase. The provisions of Clause 8.8 (Transfers), Clause 8.9
(Documentation) and Clause 8.16 (Scottish Trust) shall apply to any
such repurchase or re-transfer.
24
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 the 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 and assignation 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; or
(iii) if the relevant Mortgage is a Scottish Mortgage, an
assignation to the Seller in the applicable form of
Scottish Transfer;
(b) a re-assignment or retrocession 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 the 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 the 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.
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
25
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.
8.16 Scottish Trust: Upon any completion of the repurchase or purchase by
the Seller of any Scottish Mortgage Loan and its Related Security in
accordance with this Clause 8 (Warranties and Repurchase by the Seller)
such Scottish Mortgage Loan and its Related Security shall thereupon be
released from the Scottish Trust and shall cease to form part of the
Scottish
26
Trust Property.
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, tortious or delictual, express
or implied) for any loss or damage for or in respect of any breach of,
or any act or omission in respect of, any of its obligations hereunder
other than loss or damage directly (and not indirectly or
consequentially) suffered by the Mortgages Trustee and/or Funding 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 constituted 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
27
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 without any obligation to give reasons
therefor, but in any event must be exercised or made in
28
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 from or by Funding under this
Agreement shall be payable by Funding except to the
extent that Funding has sufficient funds available or
(following
29
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.
30
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, 0
Xxxxx Xxxx Xxxxx, 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.
31
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 (PROVIDED THAT any terms of this Agreement
which are particular to the law of Scotland shall be construed in
accordance with Scots 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 0 Xxxxx Xxxx Xxxxx, 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.
32
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.
EXECUTED for and on behalf of )
NORTHERN ROCK PLC )
by: )
------------------------------
Authorised Signatory
Title:
-------------------
EXECUTED for and on behalf of )
GRANITE FINANCE TRUSTEES LIMITED )
by: )
------------------------------
Authorised Signatory
Name:
Title:
EXECUTED for and on behalf of )
GRANITE FINANCE FUNDING LIMITED )
by: )
------------------------------
Authorised Signatory
Name:
Title:
33
EXECUTED for and on behalf of )
THE BANK OF NEW YORK )
by: )
------------------------------
Authorised Signatory
Name:
Title:
34
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 or recording which
may be pending at H.M. Land Registry or the Registers of Scotland, the
Seller was the absolute beneficial and legal owner of the Mortgages,
the Related Security and the other property to be assigned and
transferred 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. With the exception of Personal Secured Loans, 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 such 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 (other than Personal
Secured Loans) 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 or the Registers of Scotland, each Mortgage (other than a
Mortgage in respect of a Personal Secured Loan) either constitutes, or
will constitute, following registration at H.M. Land Registry (in
England and Wales), a first ranking charge by way of legal mortgage or
following registration or recording at the Registers in Scotland, a
first ranking standard security over the relevant Mortgaged Property.
6. Each relevant Mortgaged Property is located in England, Wales or
Scotland.
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
35
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.
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, lending to Borrowers in England
and Wales (in respect of English Mortgage Loans) and Scotland (in
respect of Scottish Mortgage Loans), 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. With the exception of agreements for Personal Secured Loans, 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. No Mortgage Loan is, or has
ever been, a linked transaction within Section 19 of the Consumer
Credit Act.
16. Interest on each Mortgage Loan: (a) is charged on the capital balance
of 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
36
monthly in advance; and (d) is calculated by reference to the Standard
Variable Rate or the Bank of England Base 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 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
37
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.
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 English 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. In relation to each Scottish Mortgage,
all necessary MHA Documentation has been obtained to as to ensure that
neither the relevant Mortgage nor the relevant Mortgaged Property is
subject to or affected by any statutory right of occupancy.
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.
38
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 (other than in respect of a
Personal Secured Loan) and all costs, fees and expenses relative
thereto.
34. Subject to completion of any registration or recording which may be
pending at the H.M. Land Registry or the Registers of Scotland, all
Property Deeds and Mortgage Loan Files are held by, or to the order of,
the Seller.
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 or equitable or beneficial transfer or 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 or beneficial 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 English 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
39
(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 (i) in relation to an English Mortgage Loan, 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) and (ii) in relation to a Scottish Mortgage Loan, a Mortgage
Loan in respect of which the "right to buy" provisions of the Housing
(Scotland) Xxx 0000 apply (other than any Mortgage Loan in respect of
which the period during which the seller's standard security referred
to in section 72 of that Act remains in effect has expired).
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)500,000.
45. Each English Mortgage Loan and its Related Security in the Mortgage
Portfolio was made not earlier than 1 July 1995 and each Scottish
Mortgage Loan and its Related Security in the Mortgage Portfolio was
made not earlier than 1 July 2001.
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. In relation to
Personal Secured Loans, the combined LTV of the maximum amount of
credit provided under a Personal Secured Loan and the other Mortgage
Loans secured on the same property is not greater than 95 per cent.
50. Each Mortgage Loan (other than a Personal Secured Loan) has been made
for one of the following purposes:
(a) the purchase of land; or
40
(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 or standard security 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.
41
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.
42
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.
43
SCHEDULE 2
FORMS OF TRANSFERS: REGISTERED AND UNREGISTERED LAND
AND SCOTTISH TRANSFERS
44
Part 1
FORM OF TRANSFER (REGISTERED LAND - ENGLAND AND WALES)
In the form of H.M. Land Registry Form TR4
45
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 (as amended, restated, varied,
supplemented or novated from time to time), 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.
46
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]
47
Part 3
FORM OF TRANSFER (LAND REGISTER - SCOTLAND)
We, NORTHERN ROCK PLC, incorporated under the Companies Acts in England
(Registered Number 3273685) and having our Registered Office at Northern Xxxx
Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX (the Transferor) CONSIDERING THAT
in terms of a Mortgage Sale Agreement among us the Transferor, GRANITE FINANCE
TRUSTEES LIMITED, incorporated under the law of Jersey (Registered Number
79309) and having its Registered Office at 00 Xxxxxxxxx Xxxxxx, Xx Xxxxxx,
Xxxxxx XX0 0XX, Channel Islands (the Transferee) and others dated 26 March
2001 (as amended, restated, varied, supplemented or novated from time to time,
the Mortgage Sale Agreement) we have sold our whole right, title and interest
in and to the Standard Securities and others hereinafter mentioned to the
Transferee NOW THEREFORE we the Transferor IN CONSIDERATION of the sums
payable in terms of and in implement pro tanto of the Mortgage Sale Agreement
HEREBY ASSIGN to the Transferee as trustee under and in terms of the Mortgages
Trust Deed among us, the Transferor, the Transferee and others dated 26 March
2001 (as amended, restated, varied, supplemented or novated from time to time,
the Mortgages Trust Deed) and its successor or successors as trustee or
trustees under and in terms of the Mortgages Trust Deed:
1 the Standard Securities granted by the respective parties whose names
are specified in Column 3 of the Schedule annexed and executed as
relative hereto in favour of us the Transferor for all sums due and to
become due, to the extent of all sums now due and which may at any time
or times hereafter become due under the said Standard Securities,
registered said Standard Securities in the Land Register under the
Title Number specified in the relative entry in Column 4 of the said
Schedule on the date specified in the relative entry in Column 5 of the
said Schedule; and
2 the whole rights and interest of us the Transferor in and under all and
any personal bonds, credit agreements or agreements for loan (however
constituted) secured by the said Standard Securities and granted by or
entered into with the said respective parties whose names are specified
in Column 3 of the said Schedule, together with all sums, present and
future, due thereunder and all other rights, interests and benefits
pertaining thereto:
With interest from and also arrears and accumulations of interest due and
unpaid as at [ ]: And we grant warrandice: IN WITNESS WHEREOF
these presents typewritten on this [and the preceding] page are together with
the Schedule annexed hereto executed at [ ] on the
[ ] day of [ ] as follows:
SUBSCRIBED for and on behalf of the
said
NORTHERN ROCK PLC
by .............................. ..................................
and ............................. ..................................
48
Schedule referred to in the foregoing Assignation by
Northern Rock plc
in favour of GRANITE FINANCE TRUSTEES LIMITED
1 2 3 4 5
Account No. Address Borrowers Full Title Number Registration Date
Names
49
Part 4
FORM OF TRANSFER (SASINE REGISTER - SCOTLAND)
We, NORTHERN ROCK PLC, incorporated under the Companies Acts in England
(Registered Number 3273685) and having our Registered Office at Northern Xxxx
Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX (the Transferor) CONSIDERING THAT
in terms of a Mortgage Sale Agreement among us the Transferor, GRANITE FINANCE
TRUSTEES LIMITED, incorporated under the law of Jersey (Registered Number
79309) and having its Registered Office at 00 Xxxxxxxxx Xxxxxx, Xx Xxxxxx,
Xxxxxx XX0 0XX, Channel Islands (the Transferee) and others dated 26 March
2001 (as amended, restated, varied, supplemented or novated from time to time,
the Mortgage Sale Agreement) we have sold our whole right, title and interest
in and to the Standard Securities and others hereinafter mentioned to the
Transferee NOW THEREFORE we the Transferor IN CONSIDERATION of the sums
payable in terms of and in implement pro tanto of the Mortgage Sale Agreement
HEREBY ASSIGN to the Transferee as trustee under and in terms of the Mortgages
Trust Deed among us, the Transferor, the Transferee and others dated 26 March
2001 (as amended, restated, varied, supplemented or novated from time to time,
the Mortgages Trust Deed) and its successor or successors as trustee or
trustees under and in terms of the Mortgages Trust Deed:
1 the Standard Securities granted by the respective parties whose names
are specified in Column 3 of the Schedule annexed and executed as
relative hereto in favour of us the Transferor for all sums due and to
become due, to the extent of all sums now due and which may at any time
or times hereafter become due under the said Standard Securities,
recorded said Standard Securities in the Register for the County
specified in the relative entry in Column 4 of the said Schedule on the
date specified in the relative entry in Column 5 of the said Schedule;
and
2 the whole rights and interest of us the Transferor in and under all and
any personal bonds, credit agreements or agreements for loan (however
constituted) secured by the said Standard Securities and granted by or
entered into with the said respective parties whose names are specified
in Column 3 of the said Schedule, together with all sums, present and
future, due thereunder and all other rights, interests and benefits
pertaining thereto:
With interest from and also arrears and accumulations of interest due and
unpaid as at [ ]: And we grant warrandice: IN WITNESS WHEREOF
these presents typewritten on this [and the preceding] page are together with
the Schedule annexed hereto executed at [ ] on the
[ ] day of [ ] as follows:
SUBSCRIBED for and on behalf of the
said
NORTHERN ROCK PLC
by .............................. ..................................
and ............................. ..................................
REGISTER on behalf of the within named GRANITE FINANCE TRUSTEES LIMITED as
trustee within mentioned in the REGISTERS of the COUNTIES of
[ ]
50
Schedule referred to in the foregoing Assignation by Northern Rock PLC
in favour of Granite Finance Trustees Limited
1 2 3 4 5
Account No. Address Borrowers Full County Recording Date
Names
51
SCHEDULE 3
ASSIGNMENT OF INSURANCE CONTRACTS
THIS ASSIGNMENT is made by way of deed on [ ]
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
(the "Mortgages Trustee")
WHEREAS
(A) By a mortgage sale agreement dated 26 March 2001 (as amended, varied,
supplemented or novated from time to time "Mortgage Sale Agreement")
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 and
standard securities (the "Mortgages") and the loans secured thereby
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
Mortgaged Properties and/or the Mortgages, to hold the same unto the Mortgages
Trustee absolutely.
52
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:
53
SCHEDULE 4
INSURANCE CONTRACTS
Policy number Insurer Policy name/type Date of Policy
1. NR 9501 Northern Rock Mortgage Mortgage Indemnity 18.07.1996
Indemnity Company
Limited
2.(a)BL-HHS AXA General Insurance Supercover 01.01.1997
Limited Buildings and
Contents
(b)DR-FHH AXA General Insurance Superchoice 01.01.1997
Limited Buildings and
Contents
(c)DR-SGD AXA General Insurance Supercover Gold 01.11.1999
Limited Buildings and
Contents
(d)AG112/Z1413248 AXA General Insurance Contingency 18.10.1999
Limited Insurance
(e)AG112/Z1413256 AXA General Insurance Properties in 18.10.1999
Limited Possession
(f)BL-BBR AXA General Insurance Cover Me 18.12.2000
Limited Buildings and
Contents
54
SCHEDULE 5
Part 1
ASSIGNMENT OF GUARANTEES
THIS ASSIGNMENT is made by way of deed on [ ]
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
(the "Mortgages Trustee")
WHEREAS:
(A) By a mortgage sale agreement dated 26 March 2001 ( as amended, varied,
supplemented or novated from time to time the "Mortgage Sale
Agreement") 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.
55
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]
56
Part 2
ASSIGNATION OF GUARANTEES
ASSIGNATION
by
NORTHERN ROCK PLC, incorporated in England (Registered Number 3273685)
whose Registered Office is at Xxxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx
xxxx Xxxx XX0 0XX (Northern Rock);
in favour of
GRANITE FINANCE TRUSTEES LIMITED, incorporated in Jersey (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 dated 26 March 2001 (as amended, varied,
supplemented or novated from time to time, the "Mortgage Sale
Agreement") and made between Northern Rock, the Mortgages Trustee,
Granite Finance Funding Limited and The Bank of New York, certain
mortgage loans and their related security (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 Assignation is made pursuant to the Mortgage Sale Agreement;
NOW THEREFORE the parties hereby AGREE as follows:
1 Assignation
Northern Rock hereby assigns to the Mortgage Trustee with absolute
warrandice its whole right, title, benefit and interest, present and
future, in and to the Guarantees governed by Scots law and detailed in
the Schedule hereto (the "Scottish Guarantees") relating to the
Mortgages including for the avoidance of doubt the benefit of and the
right to xxx on all obligations and undertakings to Northern Rock in
each Scottish Guarantee and the right to exercise all powers of
Northern Rock in relation to each Scottish Guarantee.
57
2 Intimation
Northern Rock hereby undertakes to the Mortgages Trustee that it will,
within fourteen days of the execution of this deed, serve a notice of
assignation by recorded delivery post in such form as the Mortgage
Trustee shall approve upon each of the Guarantors pursuant to each
Scottish Guarantee.
3 Governing Law
This deed shall be governed by Scots law and the parties hereto submit
to the non-exclusive jurisdiction of the Scottish courts.
IN WITNESS WHEREOF these presents consisting of this and the preceding page
together with the Schedule annexed hereto are executed as follows:
SUBSCRIBED for and on behalf of the
said
NORTHERN ROCK PLC
at .............................. ..................................
on .............................. ..................................
by ..............................
and .............................
SUBSCRIBED for and on behalf of the
said
GRANITE FINANCE TRUSTEES LIMITED
at .............................. ..................................
on .............................. ..................................
by ..............................
and .............................
58
Schedule referred to in the foregoing Assignation of Guarantees by
Northern Rock PLC in favour of Granite Finance Trustees Limited
[Details of Guarantees]
59
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 sale and 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 sale and assignment of the New Mortgage Loans as set out
in that notice.
60
Signed for and on behalf of )
GRANITE FINANCE TRUSTEES LIMITED )
by: )
------------------------------]
61
Schedule
1 2 3 4
Account No. Property Address Name(s) Date of
Mortgage
Completion
62
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 (Purchase of Product Switches, Further Advances
and purchases relating to Personal Secured Loans)]* 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/purchase from us/sell to us]* the Mortgage Loan(s) 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
63
Schedule
1 2 3 4
Account No. Property Address Name(s) Date of
Mortgage
Completion
64
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
65
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:] )
------------------------------
66
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 [o] by:
(1) NORTHERN ROCK PLC whose registered office is at Xxxxxxxx Xxxx Xxxxx,
Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX (registered number 3273685) in
its capacity as 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) in its capacity as Mortgages Trustee;
(3) GRANITE FINANCE FUNDING LIMITED, acting out of its branch office
established in England (registered overseas company number FC022999 and
branch number BR005916) at 0 Xxxxx Xxxx Xxxxx, Xxxxxx XX0X 0XX and
(4) THE BANK OF NEW YORK a New York Banking Corporation whose London branch
address is at 00xx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX in its
capacity as Security Trustee.
WHEREAS:
(A) By virtue of a mortgage sale agreement (the "Mortgage Sale Agreement")
dated 26 March 2001 and as subsequently amended, 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) The provisions of the Master Definitions Schedule as amended and
restated by (and appearing in Appendix 1 to) the Master Definitions
Schedule [ ] Amendment and Restatement Deed made on [ ] 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 Deed.
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
67
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:
(a) 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, such other discretionary rates and margins
applicable to the Mortgage Loans 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 higher
rates (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;
(b) 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 or registered or recorded heritable creditor in
the Registers of Scotland 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;
(c) 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;
(d) to execute, sign, seal and deliver (using the company seal of
the Seller where appropriate) a conveyance, assignation 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;
(e) to execute, sign, seal and deliver (using the company seal of
the Seller where appropriate) a conveyance, assignment,
assignation 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 or recorded at H.M.
Land Registry or the Registers of Scotland as proprietor or
heritable creditor thereof (as the case may be);
(f) 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
68
be required or advisable in order to discharge the relevant
Mortgaged Property or Properties from the Mortgages or any of
them; and
(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:
69
SCHEDULE 11
FORM OF SCOTTISH TRUST DEED
DECLARATION OF TRUST
among
NORTHERN ROCK PLC, incorporated under the Companies Acts in England
(registered number 3273685), having its registered office at Northern Xxxx
Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX (in its capacity as seller of the
Mortgage Loans, the "Seller" and, in its capacity as a beneficiary of the
Mortgages Trust, the "Seller Beneficiary");
GRANITE FINANCE TRUSTEES LIMITED, incorporated under the laws of Jersey
(registered number 79309), and having its registered office at 00 Xxxxxxxxx
Xxxxxx, Xx. Xxxxxx, Xxxxxx, XX0 0XX, Channel Islands (the "Mortgages
Trustee"); and
GRANITE FINANCE FUNDING LIMITED, incorporated under the laws of Jersey
(registered number 79308), but acting out of its branch office established in
England (registered overseas company number FC022999 and branch number
BR005916) at 0 Xxxxx Xxxx Xxxxx, Xxxxxx XX0X 0XX ("Funding" and, in its
capacity as a beneficiary of the Mortgages Trust, the "Funding Beneficiary"
and, together with the Seller Beneficiary, the "Beneficiaries" and each a
"Beneficiary").
WHEREAS:
(A) Title to the Scottish Trust Property referred to below is held by and
vested in the Seller;
(B) In terms of the Mortgages Trust Deed entered into among the Seller,
Funding and the Mortgages Trustee dated 26 March 2001 (as amended,
restated, varied, supplemented or novated from time to time, the
"Mortgages Trust Deed") and the Mortgages Trust constituted in terms
thereof the Mortgages Trustee holds the Trust Property on trust for the
Beneficiaries;
(C) In terms of the Mortgage Sale Agreement entered into among the Seller,
the Mortgages Trustee, Funding and the Security Trustee dated 26 March
2001 (as amended, restated, varied, supplemented or novated from time
to time, the "Mortgage Sale Agreement") the Seller has agreed to sell
and assign the Scottish Trust Property to the Mortgages Trustee to be
held thereafter by the Mortgages Trustee under and in terms of the
Mortgages Trust; and
(D) In implementation of Clause 4.4 of the Mortgage Sale Agreement and
pending the taking of legal title to the Scottish Trust Property by the
Mortgages Trustee, the Seller has undertaken to grant this deed;
NOW THEREFORE the parties HEREBY AGREE and DECLARE as follows:
70
1 Interpretation
In this deed:-
1.1 Words and expressions defined in the Master Definitions Schedule as
amended and restated by (and appearing in Appendix 1 to) the Master
Definitions [ ] Amendment and Restatement Deed made on [ ] between,
among others, the parties hereto (as the same have been and may be
further amended , restated, varied or supplemented from time to time
with the consent of the parties thereto) shall, except where the
context otherwise requires and save where otherwise defined herein,
have the same meanings in this deed, including the recitals hereto, and
this deed shall be construed in accordance with the interpretation
provisions set out in Clause 2 thereof; and
1.2 "Scottish Trust Property" shall mean the Scottish Mortgage Loans and
the Scottish Mortgages and other Related Security relative thereto
brief particulars of which are detailed in the schedule annexed and
executed as relative hereto, together with:
a) all principal sums (including all Further Advances, Further
Draws and Re-Draws), interest and expenses, present or future,
comprised therein and secured thereby and the right to demand,
recover, receive and give receipts for the same;
b) the Seller's whole right and interest in the Mortgaged
Properties secured by the said Scottish Mortgages;
c) all rights of action of 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 of the said Scottish Mortgage Loans and
their Related Security;
d) all powers and remedies for enforcing the said Scottish Mortgage
Loans and their Related Security and all proceeds resulting
therefrom; and
e) all other monies, rights, interests, benefits and others
pertaining thereto or deriving therefrom, including the benefit
and proceeds of any insurance policy pertaining thereto.
2 Declaration of Trust
The Seller hereby DECLARES that from and after the date hereof it holds
and, subject to Clause 9 (Termination of Trust) hereof, shall
henceforth hold the Scottish Trust Property and its whole rights,
title, benefit and interest, present and future, therein and thereto in
trust absolutely for the Mortgages Trustee and its assignees (whether
absolutely or in security) whomsoever.
3 Intimation
The Seller hereby intimates to the Mortgages Trustee the coming into
effect of the trust hereby declared and created and the Mortgages
Trustee by its execution hereof immediately subsequent to the execution
of this Deed by the Seller acknowledges such intimation.
71
4 Dealings with Trust Property and Negative Pledge
The Seller warrants and undertakes to the Mortgages Trustee that:
4.1 as at the date hereof, it holds (subject to any pending
registration or recording in the Registers of Scotland) legal
title to the Scottish Trust Property unencumbered by any fixed
or floating charge or other Security Interest;
4.2 it shall not create or agree to create any fixed or floating
charge or other Security Interest over or which may attach to or
affect the whole or any part of the Scottish Trust Property or
otherwise dispose of the same at any time when such property or
part thereof remains subject to the trust hereby created; and
4.3 it shall deal with the Scottish Trust Property (including
without limitation the calculation and setting of any interest
rate applicable thereto) in accordance with the provisions of
the Transaction Documents and the specific written instructions
(if any) of the Mortgages Trustee or its foresaids and shall
take, subject to Clause 9 (Termination of Trust) hereof, any
such action as may be necessary (including without limitation
the raising or defending of any proceedings in any court of law
whether in Scotland or elsewhere) to secure or protect the title
to the Scottish Trust Property but only in accordance with the
specific written instructions (if any) of the Mortgages Trustee
or its foresaids.
5 Change of Trustee
Except with the prior written consent of the Mortgages Trustee or its
foresaids and (for so long as each retains any right or interest in the
Scottish Trust Property) Funding and the Security Trustee, the Seller
shall not be entitled to resign office as a trustee or assume a new
trustee or trustees under this Deed.
6 Power of Beneficiary
6.1 The Mortgages Trustee, as beneficiary hereunder, shall have the
right in the circumstances stated in Clause 6 (Perfection of the
Assignment) of the Mortgage Sale Agreement to complete its title
to the Scottish Trust Property or any part thereof or to call
upon the Seller to execute and deliver to the Mortgages Trustee
or its foresaids valid assignations and transfers (including
where applicable Scottish Transfers) of the Scottish Trust
Property or any part thereof, and that notwithstanding the
winding-up of the Seller or the administration of the Seller, or
the appointment of any receiver to all or any part of the
Scottish Trust Property.
6.2 Without prejudice to the generality of Clause 6.1, the Seller
undertakes to the Mortgages Trustee and binds and obliges itself
that, upon the occurrence of any one of the events specified in
Clause 6.1(a) to (f) of the Mortgage Sale Agreement, it will
within five London Business Days of such occurrence provide such
information as is necessary to enable the Mortgages Trustee to
complete Scottish Transfers (including all schedules and
annexures thereto) in relation to the whole of the Scottish
Mortgages comprised within the Scottish Trust Property.
72
6.3 For further assuring the said rights and powers specified in
this Clause 6, the Seller has granted a power of attorney in
favour of the Mortgages Trustee, Funding and the Security
Trustee substantially in the form set out in Schedule 10 to the
Mortgage Sale Agreement.
7 Mortgages Trustee Declaration of Trust
7.1 The Mortgages Trustee by its said execution of this Deed hereby
DECLARES that its whole right, title and beneficial interest in
and to the Scottish Trust Property in terms of this Deed are and
shall be held (to the extent not already so held) by the
Mortgages Trustee under and in terms of the Mortgages Trust and
all monies received or held by the Mortgages Trustee relating
thereto or deriving therefrom have been and shall be comprised
in the Trust Property as defined in the Mortgages Trust Deed and
shall be subject to and administered by the whole terms and
conditions of the Mortgages Trust Deed and the Administration
Agreement.
7.2 Each of the Seller, the Seller Beneficiary, Funding and the
Funding Beneficiary hereby acknowledge, accept and agree to the
declaration constituted by and the whole other terms and
conditions of the foregoing Clause 7.1.
8 Mortgages Trust Intimation
The Mortgages Trustee hereby intimates to the Beneficiaries of the
Mortgages Trust, the declaration of trust made in terms of Clause 7
hereof and the Beneficiaries of the Mortgages Trust by their respective
executions of this Deed acknowledge such intimation.
9 Termination of Trust
If at any time during the subsistence of the trust hereby declared and
created:
9.1 full legal title to any part or parts of the Scottish Trust
Property is taken by the Mortgages Trustee or its foresaids in
accordance with the provisions of Clause 6 (Perfection of the
Assignment) of the Mortgage Sale Agreement (which in the case of
any Scottish Mortgage shall be constituted by the registration
or recording of the title thereto in the Registers of Scotland);
or
9.2 any Scottish Mortgage Loan and Related Security comprised within
the Scottish Trust Property has been repurchased by the Seller
pursuant to Clauses 8.4 to 8.6 (inclusive) of the Mortgage Sale
Agreement; or
9.3 any such Scottish Mortgage Loan and Related Security has been
redeemed in full and therefore no longer forms part of the
Mortgage Portfolio; then
the trust hereby declared and created shall (but only when the relevant
events or transaction have been completed irrevocably, validly and
full) ipso facto fall and cease to be of effect in respect of such part
or parts of the Scottish Trust Property but shall continue in full
force and effect in respect of the whole remainder (if any) of the
Scottish Trust Property.
73
10 Variation
This Deed and the trust hereby declared and created shall not be varied
in any respect without the consent in writing of the Mortgages Trustee
or its foresaids and (for so long as each retains any right or interest
in the Scottish Trust Property) Funding and the Security Trustee.
11 Governing Law
11.1 This Deed shall be governed by, and construed in accordance with, Scots
law, other than Clauses 7 and 8 hereof which shall be governed by, and
construed in accordance with, English law.
11.2 The parties hereto submit to the non-exclusive jurisdiction of the
Scottish courts so far as not already subject thereto and waive any
right or plea of forum non conveniens in respect of such jurisdiction.
12 Registration
The parties consent to the registration of this deed for preservation.
IN WITNESS WHEREOF these presents consisting of this and the preceding [four]
pages together with the Schedule hereto are subscribed by the Seller, the
Mortgages Trustee and Funding as follows:
As Seller and as Seller Beneficiary:
SUBSCRIBED by
NORTHERN ROCK PLC
acting by:
...................... Director ..................... Director
(Print Full Name) (Signature)
...................... Director/ ..................... Director/
(Print Full Name) Secretary (Signature) Secretary
all together at
on
74
As Mortgages Trustee:
SUBSCRIBED by
GRANITE FINANCE TRUSTEES LIMITED
acting by:
...................... Director ..................... Director
(Print Full Name) (Signature)
...................... Director/ ..................... Director/
(Print Full Name) Secretary (Signature) Secretary
all together at
on
As Funding and as Funding Beneficiary:
SUBSCRIBED by
GRANITE FINANCE FUNDING LIMITED
acting by:
...................... Director ..................... Director
(Print Full Name) (Signature)
...................... Director/ ..................... Director/
(Print Full Name) Secretary (Signature) Secretary
all together at
on
75
This is the Schedule to the foregoing Scottish Trust Deed between Northern
Rock PLC, Granite Finance Trustees Limited and Granite Finance Funding
Limited
Scottish Mortgage Loans and Related Security
1 2 3 4
Account No. Property Address Borrower Name(s) Date of
Mortgage
Completion
76
SCHEDULE 12
LENDING CRITERIA /1/
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.
--------
/1/ These Lending Criteria apply to Mortgage Loans other than Personal Secured
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, heritable and leasehold houses,
leasehold and heritable 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 (in England and Wales),
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 30 years (in the
case of a Together Mortgage Loan, a Together Connections Mortgage Loan and a
Connections Mortgage Loan) or between 7 and 35 years in the case of all other
Mortgage Loans.
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.
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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 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.
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SCHEDULE 13
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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APPENDIX A
THE INITIAL MORTGAGE LOAN PORTFOLIO
Account No Property Address Name of Borrower(s) Date of Mortgage Completion Current Balance
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