Exhibit 4.3
Execution Version
Dated 19 January, 2005
NORTHERN ROCK PLC
as Seller and a Beneficiary
GRANITE FINANCE TRUSTEES LIMITED
as Mortgages Trustee
GRANITE FINANCE FUNDING LIMITED
as Beneficiary
GRANITE FINANCE FUNDING 2 LIMITED
as Beneficiary
- and -
THE BANK OF NEW YORK
as Security Trustee and Funding 2 Security Trustee
------------------------------------------------------------------------------
TENTH AMENDED
MORTGAGE SALE AGREEMENT
------------------------------------------------------------------------------
SIDLEY AUSTIN BROWN & WOOD
WOOLGATE EXCHANGE
25 BASINGHALL STREET
LONDON EC2V 5HA
TELEPHONE 020 7360 3600
FACSIMILE 020 7626 7937
REF:30507-30030/678148
CONTENTS
1. Definitions and Construction.........................................1
2. Sale and Purchase of Initial Mortgage Portfolio......................2
3. Initial Closing Date.................................................2
4. Sale and Purchase of New Mortgage Portfolios.........................4
5. Trust of Monies.....................................................12
6. Perfection of the Assignment........................................13
7. Undertakings........................................................16
8. Warranties and Repurchase by the Seller.............................20
9. Further Assurance...................................................26
10. Consequences of Breach..............................................26
11. Subordination.......................................................26
12. Non-Merger..........................................................27
13. No Agency or Partnership............................................27
14. Payments............................................................27
15. Assignment..........................................................27
16. Funding Security Trustees...........................................28
17. New Intercompany Loans..............................................29
18. Non Petition Covenant; Limited Recourse.............................29
19. Amendments and Waiver...............................................31
20. Notices.............................................................31
21. Third Party Rights..................................................32
22. Execution in Counterparts; Severability.............................32
23. Governing Law and Submission to Jurisdiction........................32
24. Process Agent.......................................................32
25. Appropriate Forum...................................................33
26. Transaction Documents...............................................33
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.................................52
SCHEDULE 4 INSURANCE CONTRACTS...............................................54
SCHEDULE 5...................................................................55
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..................................................................67
Part 1 POWER OF ATTORNEY IN FAVOUR OF THE MORTGAGES TRUSTEE,
FUNDING AND THE SECURITY TRUSTEE.....................................67
Part 2 POWER OF ATTORNEY IN FAVOUR OF THE MORTGAGES TRUSTEE,
EACH FUNDING BENEFICIARY AND EACH FUNDING SECURITY TRUSTEE...........70
SCHEDULE 11 FORM OF SCOTTISH TRUST DEED......................................73
SCHEDULE 12 LENDING CRITERIA ................................................80
SCHEDULE 13 STANDARD DOCUMENTATION...........................................83
APPENDIX A THE INITIAL MORTGAGE LOAN PORTFOLIO...............................92
THIS AGREEMENT IS MADE ON 26 MARCH, 2001 AND AMENDED AND RESTATED PURSUANT TO
THE DEEDS OF AMENDMENT AND RESTATMENT DATED 23 JULY 2001, 28 SEPTEMBER 2001, 20
MARCH 2002, 27 JANUARY 2003, 14 APRIL, 2003, 21 MAY 2003, 26 JANUARY 2004, 28
JANUARY, 2004, 22 SEPTEMBER, 2004 AND 19 JANUARY, 2005 BETWEEN:
(1) NORTHERN ROCK PLC (registered number 3273685), a public limited company
incorporated under the laws of England and Wales, whose registered office
is at Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL 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 22 Grenville Street, St. Helier, Jersey JE4 8PX, 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 69 Park Lane, Croydon CR9
1TQ in its capacity as a Beneficiary;
(4) GRANITE FINANCE FUNDING 2 LIMITED (registered number 5249387), a private
limited company incorporated under the laws of England and Wales, whose
registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX in
its capacity as a Beneficiary; and
(5) THE BANK OF NEW YORK a New York banking corporation whose London branch
address is at 48th Floor, One Canada Square, London E14 5AL in its
capacity as (1) Security Trustee and (2) as Funding 2 Security Trustee.
WHEREAS:
(A) The Seller carries on the business (inter alia) of originating mortgage
loans secured on residential properties located 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 the above mentioned mortgage
loans together with the benefit of the related security 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 Programme Master Definitions Schedule signed for
the purposes of identification by Sidley Austin Brown & Wood and Allen
& Overy LLP on 19 January 2005 (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.
1.2. Any reference in this Agreement to any discretion, power or right on
the part of the Mortgages Trustee shall be exercised by the Mortgages
Trustees only as directed by the Beneficiaries but subject in each case
to the provisions of the Mortgages Trust Deed and the Controlling
Beneficiary Deed.
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
(e) 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 Brown & Wood, 7 Princes
Court, London EC2R 8AQ, 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:
2
(a) an original power of attorney in the form set out in Part 1 of
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;
(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 to the sale and assignment of the
Initial Mortgage Portfolio and authorising the execution and
performance of this 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) (e) 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
3
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 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 as the Mortgages 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 in respect of 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, Funding and (from and including the Funding 2
Programme Date) Funding 2 as beneficiaries of the Mortgages
4
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, Funding and (from and
including the Funding 2 Programme Date) Funding 2 as
beneficiaries of the Mortgages Trust upon, and with and
subject to the trusts, powers and provisions of the Mortgages
Trust Deed,
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, Funding and (from and including the Funding 2
Programme Date) Funding 2 with a copy (upon request) to the Security
Trustee and/or (from and including the Funding 2 Programme Date) the
Funding 2 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 Mortgage Portfolio, 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
Moody's 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 Mortgage Portfolio, 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 Mortgage Portfolio on
5
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
a relevant New Mortgage Loan have been applied to such New
Mortgage Loan and to the circumstances of the Borrower at the
time such New Mortgage Loan was made, provided that material
variations from such Lending Criteria may occur so long as the
Rating Agencies have been notified of any such material
variations;
(e) no New Mortgage Loan has on the relevant Assignment Date an
aggregate amount in arrears which is greater than the amount
of the Monthly Payment then due;
(f) the Rating Agencies have not provided written confirmation to
the Mortgages Trustee, each Funding Security Trustee and any
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 an Issuer of Notes and the
drawing by a Funding Beneficiary of a loan pursuant to an
Intercompany Loan Agreement, 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, each Funding Security Trustee and such
Issuer that the assignment to the Mortgages Trustee of the New
Mortgage Portfolio on such Assignment Date will not cause the
then current ratings of the existing Notes of any Issuer to be
reduced, withdrawn or qualified);
(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 Mortgage Portfolio 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) the Funding 2 Reserve Fund is fully funded on the relevant
Assignment Date up to the relevant required amount or, if the
Funding 2 Reserve Fund is not so fully funded, no payments
have been made from it;
(j) no Intercompany Loan Enforcement Notice has been served in
respect of any Intercompany Loan;
(k) 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 Standard & Poor's and Fitch from time to
time), exceeding
6
the product of WAFF and WALS for the Mortgage Portfolio
calculated on the most recent preceding Closing Date plus
0.25 per cent.;
(l) the assignment of New Mortgage Loans does not result in the
Moody's Portfolio Variation Test Value of the Mortgage Loans
in the Mortgages Portfolio after such assignment (calculated
by applying the Moody's Portfolio Variation Test to such
Mortgage Loans on such Assignment Date), exceeding the most
recently determined Moody's Portfolio Variation Test Threshold
Value as calculated in relation to the Mortgage Loans in the
Mortgage Portfolio as the most recent date on which Moody's
performed a full pool analysis on the Mortgages Portfolio plus
0.30%;
(m) to the extent necessary, each Funding Beneficiary and/or each
Issuer, as applicable, has entered into appropriate hedging
arrangements in respect of such New Mortgage Loans before such
Mortgage Loans are assigned to the Mortgage Trust;
(n) no event of default under the Transaction Documents has
occurred which is continuing as at the relevant Assignment
Date;
(o) 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 0.50 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;
(p) no New Mortgage Loan has a maturity date on or after January
2039 or, following the redemption in full of all Notes issued
by the Funding Issuers, on or after January 2052;
(q) the related Borrower under each New Mortgage Loan has made at
least one Monthly Payment;
(r) 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;
(s) the Rating Agencies have provided written confirmation that
the then current ratings on the Notes of any Issuer 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;
(t) following the purchase by the Mortgages Trustee of any New
Mortgage Portfolio, the aggregate Current Balance of Mortgage
Loans in the Mortgage Portfolio that are subject to a maximum
rate of interest and which charge
7
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 Mortgage Portfolio
(including such Capped Rate Mortgage Loans) as of such
Assignment Date, unless Moody's 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), (j), (m), (n), (o), (p), (q)
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
earlier to occur of:
(a) the Step-up Date in respect of the Notes of any Funding 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; or
(b) the Step-up Date in respect of the Notes of any Funding 2
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 and the aggregate Principal Amount Outstanding of
such Notes (together with any other Notes of such Funding 2
Issuer in respect of which the applicable Step-Up Date has
occurred) as at such Step-Up Date exceeds (GBP)1,000,000,000;
or
(c) the date falling 12 months after the Step-Up Date (the "twelve
month date") in respect of any Series and Class of Notes of
any Funding 2 Issuer, if the option to redeem any such Notes
on or before such twelve month date pursuant to the terms and
conditions of such 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 and (from and including the Funding 2 Programme Date) the
Funding 2 Security Trustee or their respective representatives 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;
8
(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,
and in any case, after the Funding 2 Programme Date, where only one
certificate or instrument (in each case, the "Relevant Document") is
available under (a), (b), (c) and/or (d) above and whilst the Funding
Security Trustees remain the same entity, delivery of the Relevant
Documentation to one Funding Security Trustee shall be deemed to be
delivery to both of them.
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 any Funding Beneficiary to the
Mortgages Trustee on such date pursuant to the terms of the
Mortgages Trust Deed) such Initial Purchase Price 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 either from funds received by the
Mortgages Trustee from Funding on such date in respect of an
Initial Contribution by Funding for the Funding Share of the
New Trust Property or from Funding 2 on such date in respect
of an Initial Contribution by Funding 2 for the Funding 2
Share of the New Trust Property, in each case 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
9
(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 Funding
Relevant Distribution and/or Funding 2 Relevant Distribution
available for payment on such date and in an amount equal to
the Deferred Contribution paid by the Funding Beneficiaries 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 each Funding 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 (Conditions to Effecting an Assignment of New
Mortgage Loans) 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
be 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).
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
10
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, each Funding Beneficiary
and each Funding Security Trustee agree that the benefit of any Early
Repayment Charges payable in respect of 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, each
Funding Beneficiary and each Funding Security Trustee are noted by the
relevant insurers in relation to each Insurance Contract.
4.10. Mortgage Portfolio: Prior to the earliest to occur of:
(a) a Trigger Event; and
(b) if Funding does not enter into a New Intercompany Loan
Agreement, the Payment Date in January 2008; and
(c) on each occasion that Funding enters into a New Intercompany
Loan Agreement, 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; and (d) on each
occasion that Funding 2 enters into a Funding 2 Intercompany
Loan Agreement or receives a further advance under any
existing Funding 2 Intercompany Loan Agreement, the latest
Loan Payment Date specified by Funding 2 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.
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 aggregate Principal
Amount Outstanding of all Notes of all Issuers at such Distribution
Date, and for this purpose:
11
(i) where such Notes outstanding are Controlled
Amortisation Notes or Scheduled Redemption Notes, the
aggregate Principal Amount Outstanding of such Notes
will be calculated on a straight-line basis by
applying the appropriate "CPR" (being the CPR rate
most recently calculated by the Administrator and
detailed in the most recent report provided under
Clause 12.4(a) of the Administration Agreement) to
such Notes on a monthly, rather than a quarterly
basis; and
(ii) where such Notes outstanding are Bullet Redemption
Notes, the amount standing to the credit of the
Funding 2 Cash Accumulation Ledger will be deducted
from the aggregate Principal Amount Outstanding of
such Notes.
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, each Funding
Beneficiary and each Funding 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, each Funding Beneficiary and
each Funding 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 (in the case of the Initial Mortgage Portfolio) or the
relevant Assignment Date (in the case of any New Mortgage Portfolio),
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 their 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;
12
and/or the proceeds thereof, the Mortgages Trustee undertakes with the
Seller that it will remit, assign or transfer the same to the Seller,
as the case may require, and until it does so or to the extent that the
Mortgages Trustee is unable to effect such remittance, assignment or
transfer, the Mortgages Trustee undertakes to hold such property,
interest, right or benefit and/or the proceeds thereof upon trust for
the Seller as the sole beneficial owner thereof or as the Seller may
direct provided that the Mortgages Trustee shall not be in breach of
its obligations under this Clause 5 if, having received any such moneys
and paid them to third parties in error, it pays (at the direction of
the Beneficiaries) to the Seller an amount equal to the moneys so paid
in error in accordance with the Administration Agreement. In addition,
if the Seller is required or elects to repurchase any Mortgage Loan and
its Related Security pursuant to Clauses 8.4 (Repurchase), 8.5
(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, each Funding
Beneficiary and each Funding 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:
(i) of a Funding Intercompany Loan Enforcement Notice;
(ii) of a Funding 2 Intercompany Loan Enforcement Notice;
(iii) of a Note Enforcement Notice (on any Funding Issuer);
or
(iv) of an Issuer Enforcement Notice (on any Funding 2
Issuer),
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 (on any Funding Issuer)
or any Issuer Enforcement Notice (on any Funding 2 Issuer) is
a default by a Swap Provider of any Issuer;
(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
13
(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:
(i) the Funding Deed of Charge or any material part of
such security; or
(ii) the Funding 2 Deed of Charge or any material part of
such security,
being in jeopardy and it being necessary to perfect the
transfer of legal title to the Mortgage Loans and their
Related Security in favour of the Mortgages Trustee in order
to reduce such jeopardy materially; or
(e) the occurrence of an Insolvency Event in relation to
the Seller; or
(f) notice in writing from the Seller to the Mortgages
Trustee and each Funding Beneficiary (with a copy to
each Funding 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 the Funding Beneficiaries (with the consent of the Funding Security
Trustees) or the Funding Security Trustees so request 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:
(i) 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
(ii) 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 the Funding
Beneficiaries (with the written consent of the
Funding Security Trustees) or the Funding Security
Trustees).
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
14
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 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
Funding Security Trustees may reasonably require.
The Mortgages Trustee or any one of the Funding Beneficiaries (with the
consent of the relevant Funding Security Trustee) or any one of the
Funding Security Trustees 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 any Funding Beneficiary nor any Funding 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 the
Land Registry or in the Registers of Scotland or at the Land
Registry in relation to the Mortgages Trustee's and/or
Funding's and/or Funding 2's interests in the Mortgage
Portfolio;
(b) give or require the giving of any notice to any Borrower,
insurer or any other person of:
15
(i) 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
(ii) the charge by Funding of Funding's beneficial
interest in that Borrower's Mortgage Loan and its
Related Security or such other property to the
Security Trustee pursuant to the Funding Deed of
Charge; or
(iii) the charge by Funding 2 of Funding 2's beneficial
interest in that Borrower's Mortgage Loan and its
Related Security or such other property to the
Funding 2 Security Trustee pursuant to the Funding 2
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, the Security Trustee or the Funding 2 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, the Funding Beneficiaries or the Funding
Security Trustees 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 each Funding Beneficiary
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 Conditions and
the Mortgage Loan Agreement relating to each Mortgage Loan comprised in
the Mortgage Portfolio and their Related Security in accordance with
the Administration Procedures (for so long as these exist and
thereafter in accordance with such policies as would be applied by a
reasonable, prudent mortgage lender in the conduct of its business).
7.2. Reimbursement of Borrower: The Seller hereby undertakes with the
Mortgages Trustee and each Funding Beneficiary 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 each Funding Beneficiary harmless against any such claims
and to indemnify the Mortgages Trustee and each Funding Beneficiary 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 each Funding Beneficiary in
discharge of the foregoing
16
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, each Funding Beneficiary and each Funding 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 Moody's of no lower than Baal or from Fitch of no lower
than BBB+, the Seller (unless Moody's or Fitch, as applicable,
confirms that the then current ratings of the Notes will not
be adversely affected) will deliver to the Mortgages Trustee,
each Funding Beneficiary and each Funding 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 their 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 Moody's of no lower than
Baa3 or from Fitch of no lower than BBB-, the Seller (unless
S&P, Moody's 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, each Funding
Beneficiary and each Funding 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/or each Funding Beneficiary, the Mortgages Trustee
and each Funding Beneficiary (to the extent, in respect of
Funding, that such information is to be delivered to Funding
other than at its United Kingdom branch office) hereby agrees
to appoint an agent that is located in the United Kingdom and
which maintains all appropriate registrations, notifications,
licences and authorities (if any) required under the Data
Protection Act 1998 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,
each Funding Beneficiary and each Funding Security Trustee that,
pending perfection under Clause 6 (Perfection of the Assignment), the
Seller:
17
(a) shall promptly notify the Mortgages Trustee, each Funding
Beneficiary and (upon request) each Funding 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 their Related Security to
the extent necessary to protect, preserve and enforce the
Seller's or the Mortgages Trustee's or any Funding
Beneficiary's or any Funding 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 and
the Funding Beneficiaries 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 each Funding Beneficiary 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 the Mortgage Conditions and the Mortgage Loan Agreement
relating to 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
the Mortgage Conditions and the Mortgage Loan Agreement relating to a
Flexible Mortgage Loan. For the avoidance of doubt, neither the
Mortgages Trustee nor any Funding Beneficiary 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) The Administrator shall not:
(i) accept an application from, or issue to any Borrower
any offer of a Further Advance; or
(ii) accept an application from, or issue to any Borrower
any offer of a Product Switch (except in relation to
the exercise of an option by any Borrower for a new
fixed rate under a Fixed Rate 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.
18
(b) If the Seller gives such confirmation to the Administrator,
the Administrator shall then issue to that Borrower the
relevant offer referred to in paragraph (a) above on behalf of
the Seller and shall (in the case of any offer referred to in
paragraph (a) above) then notify the Seller and Mortgages
Trustee in writing as soon as the Administrator has accepted
the mortgage documentation completed by the Borrower in
relation to such offer.
(c) The Mortgages Trustee shall not itself offer or make any
Product Switch or Further Advance (except in relation to the
exercise of an option by any Borrower for a new fixed rate
under a Fixed Rate Mortgage Loan).
7.7. Standard Variable Rate: Subject to the provisions of Clause 7.9
(Shortfall), the Seller covenants with and undertakes to the Mortgages
Trustee, each Funding Beneficiary and each Funding 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, any Funding Beneficiary or any Funding Security
Trustee (which rates shall be the same rates as previously notified to
the Mortgages Trustee, each Funding Beneficiary and each Funding
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: On the Funding 2 Programme Date, the
Seller shall grant security powers of attorney to the Mortgages
Trustee, each Funding Beneficiary and each Funding Security Trustee in
the form set out in Part 2 of Schedule 10 (Power of Attorney in favour
of the Mortgages Trustee, each Funding Beneficiary and each Funding
Security Trustee) allowing the Mortgages Trustee, any Funding
Beneficiary and/or any Funding 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 any Funding 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, each Funding Beneficiary and each Funding Security
Trustee in accordance with Clause 4.3(b) of the Administration
Agreement. On the delivery of such power of attorney in accordance with
the previous sentence, the parties hereto agree that the power of
attorney delivered by the Seller on 26 March 2001 in accordance with
Clause 3.1(a) shall terminate and be of no further effect. 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, each Funding
Beneficiary and/or (other than in respect to an Existing Borrower's
Re-Fix Rate) each Funding Security Trustee.
7.9. Shortfall: Unless the Mortgages Trustee, any Funding Beneficiary or any
Funding Security Trustee needs to do so to avoid a Shortfall, none of
the Mortgages Trustee, each Funding Beneficiary or each Funding
Security Trustee shall set the Standard
19
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 Mortgage Portfolio.
7.10. Forwarding of Notice: Each Funding 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, each
Funding Beneficiary, the Seller and the Cash Manager in the manner set
forth in Clause 20 (Notices) within three (3) London Business Days of
receipt thereof. Each Funding 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 the Mortgages Trustee, each Funding Beneficiary and each Funding
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, each
Funding Beneficiary and each Funding 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 the
Mortgages Trustee, each Funding Beneficiary and each Funding 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 any Funding Beneficiary and/or
any Funding Security Trustee. The Mortgages Trustee, each Funding
Beneficiary and each Funding Security Trustee acknowledges 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 sole remedy of the Mortgages Trustee, each Funding
Beneficiary and each Funding Security Trustee 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
20
Mortgages Trust Deed. Furthermore, in respect of any actual or alleged
breach of Clause 8.1 (Representations and Warranties), the Mortgages
Trustee, any Funding Beneficiary or any Funding 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 each Funding Beneficiary and each Funding
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 has, or the Funding Beneficiaries or the
Funding Security Trustees have, given the Seller not less than
28 days' notice in writing;
(b) the Mortgages Trustee has obtained the consent of the Funding
Security Trustees; and
(c) such breach, where capable of remedy, is not remedied to the
satisfaction of the Funding Beneficiaries and the Funding
Security Trustees within the 28 day period referred to in (a)
(or such longer period as the Funding Beneficiaries and the
Funding Security Trustees may direct the Mortgages Trustee),
then at the direction of the Funding Beneficiaries (with the consent of
the Funding Security Trustees) or the Funding Security Trustees, the
Mortgages Trustee may serve upon the Seller a notice in the form of the
Loan Repurchase Notice whereupon the
21
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 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
Funding Security Trustees shall have no duty to provide any such notice
to the Seller or consider granting their consent pursuant to this
Clause 8.4 unless the Funding Security Trustees have 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 Funding Security Trustees), 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 Funding Security Trustees 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
any Funding Security Trustee may have in such PS/FA/PSL Mortgage Loan
and its Related Security under the Funding Deed of Charge and/or the
Funding 2 Deed of Charge (as applicable). Any PS/FA/PSL Mortgage Loan
purchased by the Seller shall be released from the Mortgages Trust and
shall no longer constitute part of the Mortgage Portfolio and shall be
released from any right or interest that any Funding Security Trustee
may have had in such Mortgage Loan and its Related Security under the
Funding Deed of Charge and/or the Funding 2 Deed of Charge (as
applicable) 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 exercise an option
for a new fixed rate (whether or not subject to certain
22
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
writing in the form set out in Schedule 9 (Offer under Clause
8.6 (Repurchase of Fixed Rate Mortgage Loans)) 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 the Funding Beneficiaries than those) notified from
time to time to the Seller by the Mortgages Trustee, the
Funding Beneficiaries or the Administrator as being required
by the Mortgages Trustee or any Funding Beneficiary.
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,
23
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.
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
each Funding Beneficiary 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 any Funding Security
Trustee and if the Mortgages Trustee or any Funding Security Trustee
then holds the Title Deeds, the Mortgages Trustee or, as the case may
be, such Funding 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 any Funding Beneficiary and/or any Funding 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.
24
8.10. Notification: For so long as the Seller is the Administrator, forthwith
after it becomes aware of any event which may reasonably give rise to
an obligation under this Clause 8 (Warranties and Repurchase by the
Seller) to repurchase any Mortgage Loan it shall notify the Mortgages
Trustee, each Funding Beneficiary and each Funding 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 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, nor any Funding Beneficiary or any Funding 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 but without prejudice to Clause 8.14 (Repurchase Not
Possible) and Clause 8.15 (Indemnity) of this Agreement and Clause 8.5
(Adjustments to Trust Property) of the Mortgages Trust Deed. 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, any Funding
Beneficiary or any Funding Security Trustee in relation to any
Representation or Warranty set out in Schedule 1 (Representations and
Warranties), the Mortgages Trustee, each Funding Beneficiary and each
Funding 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, each Funding Beneficiary and each
Funding 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
25
payable by the Borrower under that Mortgage Loan as at the date that
the Borrower exercises the right of set-off.
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 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, each Funding Beneficiary and each
Funding Security Trustee severally acknowledges to and agrees with the
Seller, and each Funding Security Trustee severally acknowledges to and
agrees with each Funding Beneficiary and the Mortgages Trustee (and
with each other Funding Security 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:
(a) the Mortgages Trustee; and/or
(b) Funding or the assets comprised in the Funding Security
constituted by the Funding Deed of Charge; and/or
(c) Funding 2 or the assets comprised in the Funding 2 Security
constituted by the Funding 2 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 any Funding Beneficiary 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 or enforcement of the security constituted by the Funding 2
Deed of Charge shall be treated as indirect or consequential loss or
damage.
11. Subordination
The Seller agrees with the Mortgages Trustee, each Funding Beneficiary
and each Funding 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
26
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 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 (Funding
Security Trustees), 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:
(a) 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 or any part of
the Funding Security upon an enforcement of the Funding
Security in accordance with the Funding Deed of Charge; and
(b) Funding 2 shall be entitled to assign by way of security all
or any of its rights under this Agreement without such consent
to the Funding 2 Security Trustee pursuant to the Funding 2
Deed of Charge and the Funding 2 Security Trustee may at its
sole discretion assign all or any of its rights under or in
respect of this Agreement without such consent to any
successor Funding 2 Security Trustee under the Funding 2 Deed
of Charge and may assign all or any part of
27
the Funding 2 Security upon an enforcement of the Funding 2
Security in accordance with the Funding 2 Deed of Charge.
15.2. Acknowledgement of Security Assignment: The Seller acknowledges that:
(a) on the assignment by Funding of its rights under this
Agreement to the Security Trustee pursuant to the Funding Deed
of Charge, 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; and
(b) on the assignment by Funding 2 of its rights under this
Agreement to the Funding 2 Security Trustee pursuant to the
Funding 2 Deed of Charge, the Funding 2 Security Trustee may
enforce such rights in the Funding 2 Security Trustee's own
name without joining Funding 2 in any such action (which right
the Seller hereby waives) and the Seller hereby waives as
against the Funding 2 Security Trustee any rights or equities
in its favour arising from any course of dealing between the
Seller and Funding 2.
16. Funding Security Trustees
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, each Funding Beneficiary and the Funding
2 Security Trustee 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. If there is any change in the identity of the security
trustee in accordance with the Funding 2 Deed of Charge, the Seller,
the Mortgages Trustee, each Funding Beneficiary and the Security
Trustee 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 no Funding Security Trustee shall assume or
have any of the obligations or liabilities of the Seller, any Funding
Beneficiary or the Mortgages Trustee or any other Funding Security
Trustee hereunder. Furthermore, any liberty or power which may be
exercised or any determination which may be made hereunder by a Funding
Security Trustee may be exercised or made in its absolute discretion
without any obligation to give reasons therefor, but in any event must
be exercised or made in accordance with the provisions of the Funding
Deed of Charge or the Funding 2 Deed of Charge (as applicable) and the
Funding Beneficiary Deed. Without prejudice to the generality of the
foregoing, all references to any Funding 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.
28
17. New Intercompany Loans
On each occasion that a Funding Beneficiary enters into an Intercompany
Loan Agreement or is the recipient of a loan advance under an
Intercompany Loan Agreement, then the Seller, the Mortgages Trustee,
each Funding Beneficiary and each Funding Security Trustee shall
execute such documents and take such action as may be required by the
Rating Agencies for the purpose of including the applicable Issuer in
the Transaction or taking account of such Intercompany Loan or loan
advances and or providing for the rights and obligations of such Issuer
or the relevant Funding Beneficiary, 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 such 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 (except for, in the
case of Funding, the Security Trustee and, in the case of Funding 2,
the Funding 2 Security Trustee) hereby agrees that it shall not
institute against any Funding Beneficiary 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 therefor or (following
enforcement of the Funding Security) the Security
Trustee has realised sufficient funds from the
Funding Security to pay such sum, in each case,
subject to and in accordance
29
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.
(c) in relation to Funding 2:
(i) only the Funding 2 Security Trustee may enforce the
security created in favour of the Funding 2 Security
Trustee under the Funding 2 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 2 under this Agreement shall be payable by
Funding 2 except to the extent that Funding 2 has
sufficient funds available therefor or (following
enforcement of the Funding 2 Security) the Funding 2
Security Trustee has realised sufficient funds from
the Funding 2 Security to pay such sum, in each case,
subject to and in accordance with the relevant
Funding 2 Priority of Payments and provided that all
liabilities of Funding 2 required to be paid in
priority thereto or pari passu therewith pursuant to
such Funding 2 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 2 or
enforcing any rights arising out of this Agreement
against Funding 2 otherwise than in accordance with
the Funding 2 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.
30
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.
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, Northern Rock
House, Gosforth, Newcastle upon Tyne NE3 4PL (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, 22 Grenville Street, St. Helier, Jersey JE4
8PX, 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, 69
Park Lane, Croydon CR9 1TQ, (facsimile number 020 8409 8911)
for the attention of the Company Secretary;
(d) in the case of the Security Trustee, to The Bank of New York
(London Branch), at One Canada Square, 48th Floor, London E14
5AL (facsimile number 020 7964 6399) for the attention of
Corporate Trust (Global Structured Finance);
(e) in the case of Funding 2, to Granite Finance Funding 2
Limited, Fifth Floor, 100 Wood Street, London, EC2V 7EX
(facsimile number 020 7606 0643), for
31
the attention of the Company Secretary (with a copy to the
Seller in accordance with (a) above); and
(f) in the case of the Funding 2 Security Trustee, to The Bank of
New York, 48th Floor, One Canada Square, London E14 5AL
(facsimile number 020 7964 6399), for the attention of Global
Structured Finance (Corporate Trust);
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) Act 1999, 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.
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 69 Park Lane, Croydon CR9 1TQ 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.
32
25. Appropriate Forum
Each of the parties hereto irrevocably waives any objection which it
might now or hereafter have to the courts of England being nominated as
the forum to hear and determine any Proceedings and to settle any
disputes, and agrees not to claim that any such court is not a
convenient or appropriate forum.
26. Transaction Documents
To the extent necessary to comply with the requirements of Section 2
Law of Property (Miscellaneous Provisions) Act 1989, 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.
as Seller and a Beneficiary
EXECUTED for and on behalf of )
NORTHERN ROCK PLC )
by )
- -------------------------
Name:
as Mortgages Trustee
EXECUTED for and on behalf of )
GRANITE FINANCE TRUSTEES LIMITED )
by )
- -------------------------
Name:
33
as Beneficiary
EXECUTED for and on behalf of )
GRANITE FINANCE FUNDING LIMITED )
by )
- -------------------------
Name:
as Beneficiary
EXECUTED by )
GRANITE FINANCE FUNDING 2 LIMITED )
by )
- -------------------------
Name:
as Security Trustee and Funding 2 Security Trustee
EXECUTED by )
THE BANK OF NEW YORK )
by )
- -------------------------
Name:
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 the Land Registry or the Registers of Scotland, the
Seller was the absolute beneficial and legal owner of the Mortgage
Loans, 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, the Mortgage Conditions
and the Mortgage Loan Agreement for 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,
regulations and rules including, without limitation, consumer
protection, data protection and contract law.
5. Subject to completion of any registration which may be pending at the
Land Registry or the Registers of Scotland, each Mortgage (other than a
Mortgage in respect of a Regulated Personal Secured Loan) either
constitutes, or will constitute, following registration at the 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
35
Borrower which would entitle such Borrower to reduce the amount of any
payment otherwise due under the relevant Mortgage Conditions and the
Mortgage Loan Agreement 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
CCA.
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 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 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 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 Regulated 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 CCA (other than by Sections 137 to
140 of the CCA) or constitutes an extortionate credit bargain under
Sections 137 to 140 of the CCA or, to the extent it is so regulated or
partly regulated, all the requirements of the CCA have been met in
full. No Mortgage Loan is, or has ever been, a linked transaction
within Section 19 of the CCA.
16. Interest on each Mortgage Loan: (a) is charged on the capital balance
of each Mortgage Loan in accordance with the provisions of the
applicable Mortgage Conditions and the Mortgage Loan Agreement 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 Conditions.
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.
37
24. The Insurance Contracts are in full force and effect and all premiums
thereon due on or before the date of this Agreement have been paid in
full and the Seller is not aware of any circumstances giving the
insurer under the Insurance Contracts the right to avoid or terminate
such policy in so far as it relates to the Mortgaged Properties or the
Mortgage Loans. Where the Lending Criteria then in force required that
a Mortgage Loan was covered by the Insurance Contract referred to in
paragraph 1 of Schedule 4 (Insurance Contracts), that Mortgage Loan is
covered by such Insurance Contract.
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 any term of 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 or, following
the redemption in full of all Notes issued by Funding Issuers, January
2052.
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
38
connection with any Mortgage Loan received by the Seller in connection
with the origination of any Mortgage Loan.
33. In respect of any Mortgaged Property which is subject to a second or
subsequent mortgage or standard security, the Seller has first priority
for the full amount of the Mortgage Loan (other than in respect of a
Regulated 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 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 Conditions and the Mortgage Loan Agreement in relation to
each Mortgage Loan 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 of the Mortgage Loans
and their related Mortgages.
39. So far as the Seller is aware, none of the terms in any Mortgage
Conditions and the Mortgage Loan Agreement in relation to each 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 Conditions and the Mortgage Loan Agreement relating to any
Mortgage Loan provide 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 Conditions and the Mortgage Loan
Agreement relating to the Mortgage Loan provide 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.
39
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 Act 1985;
(b) the original advance was made to the person exercising the
right to buy; and
(c) the original advance was made for the purposes of enabling the
recipient thereof to purchase the relevant Mortgaged Property.
For the purpose of this paragraph 41, "Right to Buy Mortgage Loan"
means (i) in relation to an English Mortgage Loan, a Mortgage Loan in
respect of which the "right to buy" provisions of the Housing Act 1985
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) Act 1987 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 (GBP)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 that Personal Secured Loan and the other Mortgage
Loan Agreements secured on the same property is not greater than 95 per
cent.
40
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
(b) the provision 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 that such land is
also the subject of either (i) an agreement by which the
relevant Borrower is provided with credit by the Seller for
any of the purposes in (a) or (b) above or (ii) an agreement
refinancing an agreement under which the relevant Borrower is
provided with credit by the Seller for any of the purposes in
(a) or (b) above; or
(d) to refinance any existing indebtedness of the relevant
Borrower, whether to the Seller or another person, under any
agreement by which the relevant Borrower was provided with
credit for any of the purposes in (a), (b) and (c) 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 Cut-Off Date 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 Cut-Off Date 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
Cut-Off Date 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 any Funding Beneficiary such that it would
"control" the Mortgages Trustee or any Funding Beneficiary 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 any Funding
Beneficiary, respectively, and any Borrower.
42
Part 3
The Seller makes the following representations and warranties to the Mortgages
Trustee, each Funding Beneficiary and each Funding 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 Transaction
Documents;
(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 by Northern Rock, in its capacity
as Seller, 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 the 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 Northern Rock House, Gosforth,
Newcastle upon Tyne NE3 4PL (hereinafter called the "Transferor") of the one
part and GRANITE FINANCE TRUSTEES LIMITED (registered number 79309) whose
registered office is at 22 Grenville Street, St. Helier, Jersey JE4 8PX, 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, amongst
others, 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, sue 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 sue 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.
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.
46
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 Rock
House, Gosforth, Newcastle upon Tyne NE3 4PL (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 22 Grenville Street, St Helier, Jersey JE4
8PX, 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 Rock
House, Gosforth, Newcastle upon Tyne NE3 4PL (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 22 Grenville Street, St Helier, Jersey JE4
8PX, 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 ............................. .................................
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 Rock House, Gosforth, Newcastle upon Tyne NE3 4PL ("Northern Rock");
and
GRANITE FINANCE TRUSTEES LIMITED (registered number 79309) whose registered
office is at 22 Grenville Street, St. Helier, Jersey JE4 8PX, 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, amongst others, Northern Rock as Seller and the
Mortgages 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 has 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.
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
52
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 Buildings 01.01.1997
Limited and Contents
(b)DR-FHH AXA General Insurance Superchoice Buildings 01.01.1997
Limited and Contents
(c)DR-SGD AXA General Insurance Supercover Gold 01.11.1999
Limited Buildings and Contents
(d)AG112/Z1413248 AXA General Insurance Contingency Insurance 23.04.2003
Limited
(e)AG112/Z1413256 AXA General Insurance Properties in Possession 18.10.1999
Limited
(f)BL-BBR AXA General Insurance Cover Me Buildings and 18.12.2000
Limited 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 Rock House, Gosforth, Newcastle upon Tyne NE3 4PL ("Northern Rock");
and
GRANITE FINANCE TRUSTEES LIMITED (registered number 79309) whose registered
office is at 22 Grenville Street, St. Helier, Jersey JE4 8PX, 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, amongst others, Northern Rock and the
Mortgages Trustee, 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 sue 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.
55
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.
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 Northern Rock House, Gosforth, Newcastle upon Tyne NE3
4PL (Northern Rock);
in favour of
GRANITE FINANCE TRUSTEES LIMITED, incorporated in Jersey (Registered Number
79309) whose Registered Office is at 22 Grenville Street, St Helier, Jersey JE4
8PX, 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, amongst others, Northern Rock and the
Mortgages Trustee, 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 Mortgages 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 sue 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.
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 Mortgages
Trustee shall approve upon each of the Guarantors pursuant to each
Scottish Guarantee.
57
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, amongst others, (1) NORTHERN ROCK PLC (the "Seller") and
(2) GRANITE FINANCE TRUSTEES LIMITED (the "Mortgages 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: )
- -----------------------------
60
[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.
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, amongst others, (1) NORTHERN ROCK
PLC (the "Seller") and (2) GRANITE FINANCE TRUSTEES LIMITED (the
"Mortgages 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 [ ], Northern Rock agreed to sell your mortgage to
Granite Finance Trustees Limited.
[Additional text will be allowed with the consent of the Mortgages Trustee and
the Funding Security Trustees]
Yours faithfully,
Northern Rock plc
65
SCHEDULE 9
OFFER UNDER CLAUSE 8.6 (REPURCHASE OF FIXED RATE MORTGAGE LOANS)
To: Northern Rock plc
Northern Rock House
Gosforth
Newcastle upon Tyne
NE3 4PL
From: Granite Finance Trustees Limited
22 Grenville Street
St Helier
Jersey
Channel Islands
JE4 8PX
Date: [ ]
Pursuant to Clause 8.6 (Repurchase of Fixed Rate Mortgage Loans) of the mortgage
sale agreement dated 26 March 2001 made between, amongst others, (1) Northern
Rock plc and (2) Granite Finance Trustees Limited (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 for and on behalf of )
GRANITE FINANCE TRUSTEES )
LIMITED )
as Seller )
[acting as its attorney NORTHERN ROCK PLC:] )
66
SCHEDULE 10
Part 1
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 Northern Rock House,
Gosforth, Newcastle upon Tyne NE3 4PL (registered number 3273685) in
its capacity as Seller,
in favour of each of:
(2) GRANITE FINANCE TRUSTEES LIMITED whose registered office is at 22
Grenville Street, St. Helier, Jersey JE4 8PX, 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 69 Park Lane, Croydon CR9 1TQ and
(4) THE BANK OF NEW YORK a New York Banking Corporation whose London branch
address is at 48th Floor, One Canada Square, London E14 5AL 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.
NOW THIS DEED WITNESSETH:
1. The provisions of the Programme Master Definitions Schedule signed for
the purposes of identification by Sidley Austin Brown & Wood and Allen
& Overy LLP on [o] (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.
2. 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
the protection or preservation of
67
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 to 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
the 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, sue 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
the 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 be required
or advisable in order to discharge the relevant Mortgaged
Property or Properties from the Mortgages or any of them; and
68
(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.
3. 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.
4. The laws of England shall apply to this deed and the interpretation
thereof and to all acts of the Attorney carried out or purported to be
carried out under the terms hereof.
5. 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 10
Part 2
POWER OF ATTORNEY IN FAVOUR OF
THE MORTGAGES TRUSTEE, EACH FUNDING BENEFICIARY AND EACH
FUNDING SECURITY TRUSTEE
THIS DEED OF POWER OF ATTORNEY is made on the [o] by:
(1) NORTHERN ROCK PLC whose registered office is at Northern Rock House,
Gosforth, Newcastle upon Tyne NE3 4PL (registered number 3273685) in
its capacity as Seller,
in favour of each of:
(2) GRANITE FINANCE TRUSTEES LIMITED whose registered office is at 22
Grenville Street, St. Helier, Jersey JE4 8PX, 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 69 Park Lane, Croydon CR9 1TQ
(4) GRANITE FINANCE FUNDING 2 LIMITED whose registered office is at Fifth
Floor, 100 Wood Street, London EC2V 7EX; and
(5) THE BANK OF NEW YORK a New York Banking Corporation whose London branch
address is at 48th Floor, One Canada Square, London E14 5AL in its
capacities as Security Trustee and as Funding 2 Security Trustee.
WHEREAS:
(A) By virtue of a mortgage sale agreement (the "Mortgage Sale Agreement")
dated 26 March 2001 and made between (1) the Seller, (2) the Mortgages
Trustee (3) Funding and (4) the Security Trustee and as subsequently
amended to, amongst other things, include Funding 2 and the Funding 2
Security Trustee as parties thereto, provision was made for the
execution by the Seller of this Power of Attorney.
(B) NOW THIS DEED WITNESSETH:
1. The provisions of the Programme Master Definitions Schedule signed for
the purposes of identification by Sidley Austin Brown & Wood and Allen
& Overy LLP on 19 January (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.
2. 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, Funding 2, the Mortgages
Trustee, the Security Trustee and the Funding 2 Security Trustee (each
an "Attorney") and any receiver and/or administrator
70
appointed from time to time in respect of Funding, Funding 2 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 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 to 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 Funding Security Trustees) 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,
Funding or Funding 2 (and their respective Funding Security
Trustee) 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
the 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, sue 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
the Land Registry or the Registers of Scotland as proprietor
or heritable creditor thereof (as the case may be);
71
(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 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.
3. 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.
4. The laws of England shall apply to this deed and the interpretation
thereof and to all acts of the Attorney carried out or purported to be
carried out under the terms hereof.
5. 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:
72
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 Rock House, Gosforth,
Newcastle upon Tyne NE3 4PL (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 22 Grenville
Street, St. Helier, Jersey, JE4 8PX, Channel Islands (the "Mortgages Trustee");
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 69 Park Lane, Croydon CR9 1TQ ("Funding"); and
GRANITE FINANCE FUNDING 2 LIMITED, incorporated under the laws of England and
Wales (registered number 5249387) and having its registered office at Fifth
Floor, 100 Wood Street, London EC2V 7EX ("Funding 2" and, together with Funding,
each in its capacity as a beneficiary of the Mortgages Trust, the "Funding
Beneficiaries" 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;
73
NOW THEREFORE the parties HEREBY AGREE and DECLARE as follows:
1 Interpretation
In this deed:-
1.1 The provisions of the Programme Master Definitions Schedule signed for
the purposes of identification by Sidley Austin Brown & Wood and Allen
& Overy LLP on [o], 2005 (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, including the recitals hereto; 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.
74
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) the Funding Beneficiaries and the Funding
Security Trustees, 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.
75
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, each Funding Beneficiary and
each Funding 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 and the Beneficiaries 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
(Mortgages Trustee Declaration of Trust) 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.
76
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) each Funding Beneficiary and each
Funding Security Trustee.
11 Governing Law
11.1 This Deed shall be governed by, and construed in accordance
with, Scots law, other than Clause 7 (Mortgages Trustee
Declaration of Trust) 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, Funding and Funding 2 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
77
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 a 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
As Funding 2 and as a Funding Beneficiary:
SUBSCRIBED by
GRANITE FINANCE FUNDING 2 LIMITED
acting by:
.......................... Director ......................... Director
(Print Full Name) (Signature)
.......................... Director/ ......................... Director/
(Print Full Name) Secretary (Signature) Secretary
78
This is the Schedule to the foregoing Scottish Trust Deed between Northern Rock
PLC, Granite Finance Trustees Limited, Granite
Finance Funding Limited and Granite Finance Funding 2 Limited
Scottish Mortgage Loans and Related Security
1 2 3 4
Account No. Property Address Name(s) Date of Mortgage
Completion
79
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 applying for Mortgage Loans
in an amount less than (GBP)500,000 may be established by:
(a) the last three monthly bank statements and/or three monthly payslips
from the six month period prior to the application; or
(b) Form P60 or accountant's certificate certifying the Borrower's income.
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.
(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
- ------------------
1 These Lending Criteria aply to Mortgage Loans other than Personal Secured
Loans.
80
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 (GBP)1,000,000, 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.
The first named Borrower in respect of Together Mortgage Loans must be aged 21
or over. There are no maximum age limits.
Discretion to lend outside Lending Criteria
On a case-by-case basis, and within approved limits as detailed in the Seller's
lending policy, the Seller may have determined that, based upon compensating
factors, a prospective Borrower who did not strictly qualify under its lending
criteria warranted an underwriting
81
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 a Mortgage Loan secured by a Mortgaged Property valued up to (GBP)250,000,
the maximum LTV ratio permitted is 95 per cent. of the lower of the purchase
price and the current market value of the Mortgaged Property determined by the
valuation. For a Mortgage Loan secured by a Mortgaged Property valued up to
(GBP)1,000,000 the maximum LTV ratio permitted is 90 per cent. of the lower of
the purchase price and the current market value of the Mortgaged Property
determined by relevant valuation. For a Mortgage Loan secured by a Mortgaged
Property valued over (GBP)1,000,000 the maximum LTV ratio permitted is 85 per
cent. of the lower of the purchase price and the current market value of the
Mortgaged Property determined by valuation.
82
SCHEDULE 13
STANDARD DOCUMENTATION
Document Description Northern Rock Period of Use
Document ID
- --------------------------------- --------- -----------------
Mortgage Offer General Conditions
Mortgage Offer General Conditions ADV6/0695 01/06/95-01/07/95
Mortgage Offer General Conditions ADV6/0795 01/07/95-31/12/95
Mortgage Offer General Conditions ADV6/0196 01/01/96-30/11/96
Mortgage Offer General Conditions ADV6/1296 12/96
Mortgage Offer General Conditions ADV6B/1296 01/12/96-30/09/97
Mortgage Offer General Conditions ADV6/1097 01/10/97-31/12/97
Mortgage Offer General Conditions ADV6B/1297 01/12/97-31/12/97
Mortgage Offer General Conditions ADV6B/0198 01/01/98-31/05/98
Mortgage Offer General Conditions ADV6B/0698 01/06/98-31/12/98
Mortgage Offer General Conditions ADV6B/0199 01/01/99-31/08/99
Mortgage Offer General Conditions ADV6B/0999 01/09/99-29/02/00
Mortgage Offer General Conditions ADV6B/0300 01/03/00-31/08/00
Mortgage Offer General Conditions OBA1/0900 01/09/00-31/12/00
Mortgage Offer General Conditions OBS1/0900 01/09/00-31/12/00
Mortgage Offer General Conditions OBA1/0101 01/01/01-30/06/01
Mortgage Offer General Conditions OBS1/0101 01/01/01-30/06/01
Mortgage Offer General Conditions ADV282/JULY2001 01/07/01-31/10/04
Mortgage Offer General Conditions LEG5 11/2004 01/11/04-present
Mortgage Conditions
Northern Rock Building Society Rules GEN128/1.94 28/04/92-30/09/97
Northern Rock Building Society Mortgage Conditions ADV72 06/95 01/06/95-31/07/97
Northern Rock plc Mortgage Conditions ADV72 08/97 01/08/97-30/06/01
83
Northern Rock plc Mortgage Conditions 2001 ADV276/LEG3 01/07/01-present
07/2001
Connections Conditions MAR631 27.11.02 29/11/02-present
Together Connections Conditions MAR422 1.5.01 01/05/01-present
Together Connections Conditions MAR422 7.8.02 07/08/02-present
Northern Rock Scottish Mortgage Conditions 1995 SEC33/0296 01/02/96-30/09/97
Northern Rock Scottish Mortgage Conditions 1997 SEC33/1097 01/10/97-31/10/00
Northern Rock Scottish Mortgage Conditions 1997 SEC33/11.00 01/11/00-31/12/00
Northern Rock plc Scottish Mortgage Conditions 2001 SEC 72/01.2001 01/01/01-30/06/01
Northern Rock plc Scottish Mortgage Conditions 2001 SEC 72/07.01 01/07/01-present
LEG4 07/2001
Together Connections Current Account Terms and N/A Undated
Conditions
Special Conditions
Variable Mortgage Special Conditions Various Various
Fixed Rate Mortgage Special Conditions Various Various
Capped Rate Mortgage Special Conditions Various Various
Discount Rate Mortgage Special Conditions Various Various
Tracker Rate Mortgage Special Conditions Various Various
CAT Mortgage Special Conditions Various Various
Cashback Mortgage Special Conditions Various Various
Connections Mortgage Special Conditions Various Various
Together Mortgage Special Conditions Various Various
Together Connections Mortgage Special Conditions Various Various
84
Miscellaneous Special Conditions Various Various
Mortgage Deeds
Mortgage Deed SEC 8/06.95 01/06/95-31/07/97
Mortgage Deed (Transitional) SEC 8T/08.97 01/08/97-30/09/97
Mortgage Deed SEC 8/10.97 01/10/97-30/06/01
Mortgage Deed SEC 070 07/01 01/07/01-30/09/04
Mortgage Deed SOL 11 07/01 01/07/01-30/09/04
Mortgage Deed (Flexible Mortgages) LEG10 1.10.04 01/10/04-present
Mortgage Deed (Standard) LEG11 01/10/04-present
Mortgage Deed (Together) SOL 1 01/10/99-31/07/00
Mortgage Deed (Together) SOL 1 08/00 01/08/00-31/01/01
Mortgage Deed (Together) MD542Q 01/02/99-31/01/01
Mortgage Deed (Together) SOL 1 02/01 01/02/01-present
Standard Security ADV58. 09/95 01/09/95-30/09/97
Standard Security SEC 53 10/97 01/10/97-31/05/01
Standard Security ADV278. 06/01 01/06/01-01/10/04
Standard Security LEG13 1.10.04 01/10/04-present
Standard Security (Together) SOL02 2000 Undated
Personal Secured Loans Terms and Conditions
Credit Agreement Regulated by the CCA 1974 (Personal ADV13506/95 01/06/95-
Secured Loans) (with Terms and Conditions attached)
Loan Agreement (Flexible Plan) (with Terms and ADVCR2 01/07/95-
Conditions attachd)
Credit Agreement Regulated by the Consumer Credit Act ADV 138 09/95 01/09/95-
1974 (Personal Secured Loan)
Credit Agreement Regulated by the CCA 1974 (Flexible ACR1 07/96 01/07/96-
Plan) with Terms and Conditions attached
Credit Agreement Regulated by the Consumer Credit Act ACR1/1097 01/10/97-
1974 - Flexible Plan
Loan Agreement - Flexible Plan ACR2/1097 01/10/97-
85
Credit Agreement Regulated by the Consumer Credit Act ADV135 10/97 01/10/97-
1974 - Personal Secured Loan
Credit Agreement Regulated by the Consumer Credit Act ADV138.10.97 01/10/97-
1974 (Personal Secured Loan)
Credit Agreement Regulated by the Consumer Credit Act MAR 127 01/06/98 01/06/98-
1974 (Personal Secured Loan)
Credit Agreement Regulated by the Consumer Credit Act MAR 126 6/98 01/06/98-
1974 - Fixed Rate
Credit Agreement Regulated by the Consumer Credit Act SEC54/04.98 01/04/98-
1974 (Omiga PSL Base)
Credit Agreement Regulated by the Consumer Credit Act SEC54/04.98 01/04/98-
1974 (Omiga PSL Fixed)
Credit Agreement Regulated by the Consumer Credit Act MAR 126 4/00 01/04/00-
1974 - Fixed Rate
Credit Agreement Regulated by the Consumer Credit Act MD1/0900 01/09/00-
1974 (Omiga Flexible Plan)
Credit Agreement Regulated by the Consumer Credit Act CA135A/0900 01/09/00-
1974 - Variable Rate
Credit Agreement Regulated by the Consumer Credit Act CA126A/0900 01/09/00-
1974 - Variable Rate
Credit Agreement regulated by the Consumer Credit Act CA127/0900 01/09/00-
1974 - Original + 2 Copies
Credit Agreement Regulated by the Consumer Credit Act CA138/0900 01/09/00-
1974
Credit Agreement Regulated by the Consumer Credit Act ACR1/1000 01/10/00-
1974 - Flexible Plan
Loan Agreement - Flexible Plan ACR2/1000 01/10/00-
Credit Agreement Regulated by the Consumer Credit Act CA125/0102 01/01/02-
1974 -
Credit Agreement Regulated by the Consumer Credit Act CA126/0103 01/01/03-
1974
Loan Agreement (Flexible Plan) ACR1/0103 01/01/03-
Credit Agreement Regulated by the Consumer Credit Act ACR2/0103 01/01/03-
1974 (Flexible Plan)
Credit Agreement Regulated by Consumer Credit Act 1974 ACR3/0103 01/01/03-
Loan Agreement (Flexible Plan - Scotland) ACR4/0103 01/01/03-
Credit Agreement Regulated by the Consumer Credit Act CA127 01/03 01/01/03-
1974
Credit Agreement Regulated by the Consumer Flexible Plan 01/07/95-
(Scotland) -
86
Credit Act 1974 (Scotland) ADVCR3 07/95
Loan Agreement - Flexible Plan (Scotland) ADVCR4 07/95 01/07/95-
Credit Agreement Regulated by the Consumer Credit Act ADR3A-C/0796 01/07/96-
1974 - Flexible Plan (Scotland)
Credit Agreement Regulated by the Consumer Credit Act ADR3A-C/1097 01/10/97-
1974 - Flexible Plan (Scotland)
Loan Agreement - Flexible Plan (Scotland) ACR4A-C/1097 01/10/97-
Loan Agreement - Flexible Plan (Scotland) ACR4A-C/0298 01/02/98-
Credit Agreement Regulated by the Consumer Credit Act ACR3A-C/0798 01/07/98-
1974 - Flexible Plan (Scotland)
Credit Agreement Regulated by the Consumer Credit Act ACR3A-C/1000 01/10/00-
1974 - Flexible Plan (Scotland)
Loan Agreement - Flexible Plan (Scotland) ACR4A-C/1000 01/10/00-
Personal Secured Loans - Mortgage Deeds
Mortgage Deed (HMLR filing ref MD 144 G) SEC 54/06/95 01/06/95-
Northern Rock Building Society
[Used for Flexible Plan - Non-CCA Loans]
Mortgage Deed (relating to a Regulated Agreement under SEC 52/06/95 01/06/95-
the Consumer Credit Act 1974)
(HMLR filing ref MD 144 H)
Northern Rock Building Society
[Used for Flexible Plan CCA Loans]
Mortgage Deed (HMLR filing ref MD 144 J) SEC 44/06/95 01/06/95-
Northern Rock Building Society
[Used for Flexible Plan - Non-CCA Loans]
Mortgage Deed (relating to a Regulated Agreement under SEC 52. 10/97 01/10/97-
the Consumer Credit Act 1974)
(HMLR filing ref MD 542 M)
Northern Rock plc
[Used for Flexible Plan CCA Loans]
Mortgage Deed (HMLR filing ref MD 542 L) SEC 44. 10/97 01/10/97-
Northern Rock plc
[Used for Flexible Plan - Non-CCA Loans]
Mortgage Deed (HMLR filing ref 542 N) SEC 54. 10/97 01/10/97-
Northern Rock plc
[Used for Flexible Plan - Non-CCA Loans]
Mortgage Deed (HMLR filing ref MD542 N) SEC 54. 04.98 01/04/98-
Northern Rock plc
[Used for Flexible Plan - Non-CCA Loans]
Mortgage Deed (relating to a Regulated Agreement under SEC 52. 03/00 01/03/00-
the Consumer Credit Act
87
1974)
(HMLR filing ref MD 542 M)
Northern Rock plc
[Used for Flexible Plan CCA Loans]
Mortgage Deed (HMLR filing ref MD 542L) MD2/0900 on cover 01/09/00-
Northern Rock plc and MD2B/0900 on
[Used for Flexible Plan - Non-CCA Loans] reverse
Mortgage Deed (relating to a Regulated Agreement under MD1/0900 on cover 01/09/00-
the Consumer Credit Act 1974) and MD1B/0900 on
(HMLR filing ref MD 542 M) reverse
Northern Rock plc
[Used for Flexible Plan CCA Loans]
Mortgage Deed (HMLR filing ref MD 542 N) MD3/0900 01/09/00-
Northern Rock plc
[Used for Flexible Plan - Non-CCA Loans]
Together Credit/Loan Agreements
Credit Agreement Regulated by the Consumer Credit Act DDL/0299 01/02/99-
1974 - Drawdown Loan
[Used for Together Flexible Loans up to (GBP)25,000]
Credit Agreement Regulated by the Consumer Credit Act TFCA/1099 01/02/99-
1974 - Drawdown Loan
[Used for Together Flexible Loans up to (GBP)25,000]
Credit Agreement Regulated by the Consumer Credit Act TFIX/0200 01/02/00-
1974 - Together Fixed
Credit Agreement Regulated by the Consumer Credit Act TVCA/0200 01/02/00-
1974 - Together Variable
Credit Agreement Regulated by the Consumer Credit Act CATC/0502 01/05/02-
1974 - Drawdown Loan
[Used for Together Flexible Loans up to (GBP)25,000]
Credit Agreement Regulated by the Consumer Credit Act ABTC/0802 01/08/02-
1974 - Together Fixed
Credit Agreement Regulated by the Consumer Credit Act TVCAB/0902 01/90/02-
1974 - Together Variable
Credit Agreement Regulated by the Consumer Credit Act 03/02 01/03/02-
1974 CATC/0502
"MPU" Drawdown Loan Agreement
Credit Agreement Regulated by the Consumer Credit Act ? 01/08/02-
1974 - Together Variable
"MPU" Unsecured Loan Agreement
Credit Agreement Regulated by the Consumer Credit Act TFWT/0703 01/07/03-
1974 - Together Fixed with Tracker
88
Deeds of Variation
Deed of Variation of Mortgage and Receipt for Further SEC 40. 10/97 01/10/97-
Advance (HMLR filing ref MD 542 P)
Northern Rock plc
Deed of Variation of Mortgage and Receipt for Further SOL005 09/00 01/09/00-
Advance (HMLR filing ref MD 542 X)
Northern Rock plc
Deed of Variation of Mortgage and Receipt for Further SOL008 09/00 01/0901-
Advance (HMLR filing ref MD 542 Y)
Northern Rock plc
Deed of Variation of Mortgage and Receipt for Further SEC071 July 2001 01/07/01-
Loan (HMLR filing ref MD 691 B)
Northern Rock plc
Deed of Variation of Mortgage and Receipt for Further SOL012/ July 2001 01/07/01-
Loan (With Guarantor) (HMLR filing ref MD 691 C)
Northern Rock plc
Deed of Variation of Mortgage and Receipt for Further MD691N 10/11/04-present
Loan (Scotland)
Deed of Variation of Security and Receipt for Further ADV152./10.97 01/10/97-
Advance (Scotland)
Deed of Variation of Security and Receipt for Further ADV152. 01/94 01/01/94-
Advance (Scotland)
Deed of Variation of Security and Receipt for Further ADV152. 09/95 01/09/95-
Advance (Scotland)
Deed of Variation of Security and Receipt for Further ADV152. 10/97 01/10/97-
Advance (Scotland)
Deed of Variation of Security and Receipt for Further ADV281/05.01 01/05/01-
Advance (Scotland)
Deed of Variation of Security and Receipt for Further ADV279 06/01 01/06/01-
Advance (with Guarantor) (Scotland)
Deeds of Guarantee/Guarantors Confirmations
Guarantors Confirmation (Existing Borrowers) ADV 266.7/97 01/07/97-
Northern Rock Building Society
Guarantors Confirmation (Existing Borrowers) ADV 266.10/97 01/10/97-
Northern Rock Building Society
Guarantors Confirmation ADV 265.10/97 01/10/97-
Northern Rock plc
Guarantors Confirmation ADV 265.06/00 01/06/00-
Northern Rock plc
Deed of Guarantee SOL013 / July 2001 01/07/01- present
Northern Rock plc
Guarantors Confirmation NRDGC 05/02 01/05/02-
Northern Rock plc
Deed of Guarantee (Scotland) ADV277 01/06/01-present
89
06/2001
Occupiers Consents
Agreement and Undertaking scjh0404/stand Undated
Agreement and Undertaking (LIF)LIFE30 01/08/97-
Agreement and Undertaking st/peps 01/10/97-
Agreement and Undertaking JAGO3/0500 01/05/00-
Agreement and Undertaking UNDERTAKE June 2000 01/06/00-
Affidavit (re: Matrimonial Home/Occupancy Rights) ADV 77/1/87
(Scotland)
Consent by Non-Entitled Spouse (Scotland) ADV 64. /09.95 01/09/95-
Consent by Non-Entitled Spouse (Scotland) ADV64.10/97 01/10/97-
Affidavit (re: Matrimonial Home/Occupancy Rights) ADV77/10.97 01/10/97-
(Scotland)
Affidavit (re: Matrimonial Home/Occupancy Rights) ADV77 /07.00 01/07/00-
(Scotland)
Consent by Non-Entitled Spouse (Pre 09/95) (Scotland) ADV 64 Undated
Form re. Certificate of Consent (Scotland) (PLN)/PERS41 Undated
Re-Advance/Further Advance Receipts
Re-advance/Further Advance Receipt SEC 37/11/93
Re-Advance/Further Advance Receipt SEC 37 /10.97 01/10/97-
Northern Rock plc
Receipt for Further Advance ADV60./10.97 01/10/97-
Re-Advance/Further Advance Receipt SEC37/07.01 01/97/01-
Deeds of Postponement
Deed of Postponement (relating to a Flexible Plan FLEX06- 1995 1995-
Loan regulated by the Consumer Credit Act 1974)
Deed of Postponement (relating to a Flexible Plan FLEX07- 1995 1995-
Loan regulated by the Consumer Credit Act 1974)
Deed of Postponement (relating to a Personal Secured PERS09- 1995 1995-
Loan regulated by the Consumer Credit Act 1974)
Deed of Postponement (relating to a Personal Secured PERS10- 1995 1995-
Loan regulated by the Consumer Credit Act 1974)
Deed of Postponement PERS20- 1995 1995-
90
Deed of Postponement PERS21- 1995 1995-
Postponed Standard Security SEC 53. 09/95 01/09/95-
Deed of Postponement (relating to a Flexible Plan (PLN)/FLEX07 - 01/10/95-
Loan regulated by the Consumer Credit Act 1974) 01/10/1995
Deed of Postponement (relating to a Personal Secured (PLN)/PERS09-01/10/19901/10/97-
Loan regulated by the Consumer Credit Act 1974)
Deed of Postponement (relating to a Personal Secured (PLN)/PERS10-01/10/97 01/10/97-
Loan regulated by the Consumer Credit Act 1974)
Deed of Postponement (PLN)/PERS21-01/10/19901/10/97-
Postponed Standard Security SEC53.10/97 01/10/97
Deed of Postponement (PLN)/PERS20 - 01/10/99-
01/10/1999
Deed of Postponement (relating to a Personal Secured (PLN)/PERS10A - 2000 2000-
Loan regulated by the Consumer Credit Act 1974)
Deed of Postponement (PLN)/PERS21A - 2000 2000-
Deed of Postponement (relating to a Flexible Plan (PLN)/FLEX07A - 2000 2000-
Loan regulated by the Consumer Credit Act 1974)
91
APPENDIX A
THE INITIAL MORTGAGE LOAN PORTFOLIO
Account No Property Name of Date of Current
Address Borrower(s) Mortgage Balance
Completion
92