Common use of TRANSFER POLICY Clause in Contracts

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity, (each such Affiliate or entity a "Transferee") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term unsecured and unsubordinated debt obligations are then rated not less than "F-1" by Fitch and "A-1+" by S&P its long-term unsecured and unsubordinated debt obligations are then rated not less than "A1" by Moody's (or its equivalent by any substitute rating agen▇▇) ▇▇ such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "F-1" by Fitch and "A-1+" by S&P and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than "A1" by Moody's (or its equivalent by any substitute rating agency); (▇▇) if the Transferee is domiciled in a different legal jurisdiction from both Party A and Party B, the Ratings Agencies have confirmed in writing that the then current rating of the Series o Class o Third Issuer Notes will not be adversely affected; (iii) the Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (iv) a Termination Event or Event of Default does not occur as a result of such transfer; (v) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer; and (vi) the Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. With respect to paragraph (iii) above, each party agrees to make such Payee Tax Representations and Payer Tax Representations as may reasonably be requested by the other party in order to reasonably satisfy such other party that such withholding or deduction will not occur. Following the transfer, all references to Party A will be deemed to be references to the Transferee. Save as otherwise provided for in this Agreement and notwithstanding Section 7, Party A will not be permitted to transfer (by way of security or otherwise) this Agreement nor any interest or obligation in or under this Agreement without the prior written consent of the Security Trustee.

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any [of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any any] other entity, entity (each such [Affiliate or or] entity a "TransfereeTRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term term, unsecured and unsubordinated debt obligations are then rated not less than ["F-1" A-1+"] by S&P, ["Prime-1"] by Moody's and ["F1"] by Fitch and "A-1+" by S&P its long-term term, unsecured and unsubordinated debt obligations are then rated not less than [["BBB-"] by S&P,] ["A1" "] by Moody's (or its equivalent by any substitute rating agen▇▇agency) ▇▇ or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "F-1" by Fitch and ["A-1+" "] by S&P S&P, ["Prime-1"] by Moody's and ["F1"] by Fitch and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than [["AA-"] by S&P,] ["A1" "] by Moody's [and ["A+"] by Fitch] (or its equivalent by any substitute rating agency); (▇▇ii) if the Transferee is domiciled in a different legal jurisdiction from both Party A and Party B, [the Ratings Agencies have confirmed that the transfer will not result in writing that the then current rating of the Series o [2/4] Class o Third [A/B/M[/C]] Fourth Issuer Notes will not be adversely affectedbeing downgraded;] (iii) the Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (iv) a Termination Event or Event of Default does not occur as a result of such transfer; (v) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer; and (vi) the Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. With respect to paragraph (iii) above, each party agrees to make such Payee Tax Representations and Payer Tax Representations as may reasonably be requested by the other party in order to reasonably satisfy such other party that such withholding or deduction will not occur. Following the transfer, all references to Party A will be deemed to be references to the Transferee. Save as otherwise provided for in this Agreement and notwithstanding Section 7, Party A will not be permitted to transfer (by way of security or otherwise) this Agreement nor any interest or obligation in or under this Agreement without the prior written consent of the Security Trustee.

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity, entity (each such Affiliate or entity a "TransfereeTRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term term, unsecured and unsubordinated debt obligations are then rated not less than ["F-1" A-1+"] by S&P, ["Prime-1"] by ▇▇▇▇▇'▇ and ["F1"] by Fitch and "A-1+" by S&P its long-term term, unsecured and unsubordinated debt obligations are then rated not less than ["AA-"] by S&P, ["A1" "] by Moody's ▇▇▇▇▇'▇ and ["A+"] by Fitch (or its equivalent by any substitute rating agen▇▇agency) ▇▇ or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than ["F-1" A-1 +"] by S&P, ["Prime-1"] by ▇▇▇▇▇'▇ and ["F1"] by Fitch and "A-1+" by S&P and whose long-long- term, unsecured and unsubordinated debt obligations are then rated not less than ["AA-"] by S&P, ["A1" "] by Moody's ▇▇▇▇▇'▇ and ["A+"] by Fitch (or its equivalent by any substitute rating agency); (▇▇ii) if the Transferee is domiciled in a different legal jurisdiction from both Party A and Party B, the Ratings Rating Agencies have confirmed that the transfer will not result in writing that the then current rating of the Series o 2 Class o Third [A/B/C/] Eighth Issuer Notes will not be adversely affectedbeing downgraded; (iii) the Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (iv) a Termination Event or Event of Default does not occur as a result of such transfer; (v) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer; and (vi) the Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. With respect to paragraph (iii) above, each party agrees to make such Payee Tax Representations and Payer Tax Representations as may reasonably be requested by the other party in order to reasonably satisfy such other party that such withholding or deduction will not occur. Following the transfer, all references to Party A will be deemed to be references to the Transferee. Save as otherwise provided for in this Agreement and notwithstanding Section 7, Party A will not be permitted to transfer (by way of security or otherwise) this Agreement nor any interest or obligation in or under this Agreement without the prior written consent of the Security Trustee.

TRANSFER POLICY. Subject to the constraints otherwise provided by Section 7 of this Agreement will not apply to Party AAgreement, who will be required to comply with, and will be bound by, the following: Without but without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, another entity (a "TRANSFEREE") with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity, (each such Affiliate or entity a "Transferee") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term term, unsecured and unsubordinated debt obligations are then rated not less than ["F-1" A-1+"] by S&P, ["Prime-1"] by ▇▇▇▇▇'▇ and ["F1"] by Fitch and "A-1+" by S&P its long-term term, unsecured and unsubordinated debt obligations are then rated not less than ["AA-"] by S&P, ["A1" "] by Moody's ▇▇▇▇▇'▇ and ["A+"] by Fitch (or its equivalent by any substitute rating agen▇▇agency) ▇▇ or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "F-1" by Fitch and ["A-1+" "] by S&P S&P, ["Prime-1"] by ▇▇▇▇▇'▇ and ["F1"] by Fitch and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than ["AA-"] by S&P, ["A1" "] by Moody's ▇▇▇▇▇'▇ and ["A+"] by Fitch (or its equivalent by any substitute rating agency); (▇▇ii) if the Transferee is domiciled in a different legal jurisdiction from both Party A and Party B, the Ratings Rating Agencies have confirmed that the transfer will not result in writing that the then current rating of the Series o Class o Third Issuer Notes will not be adversely affectedbeing downgraded; (iii) the Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (iv) a Termination Event or Event of Default does not occur as a result of such transfer; (v) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer; and (vi) the Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. With respect to paragraph (iii) above, each party agrees to make such Payee Tax Representations and Payer Tax Representations as may reasonably be requested by the other party in order to reasonably satisfy such other party that such withholding or deduction will not occur. Following the transfer, all references to Party A will be deemed to be references to the Transferee. Save DRAFT: 05.07.04 FUNDING 1 SWAP CONFIRMATION From: Halifax plc ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ To: Permanent Funding (No. 1) Limited ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Attention: The Secretary To: ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Attention: Global Structured Finance - Corporate Trust {circle} July, 2004 Dear Sirs, This confirmation hereby amends and replaces the confirmation entered into between us, you and the Security Trustee on 14th June, 2002, as otherwise provided for amended and restated on 6th March, 2003, 25th November, 2003 and 12th March, 2004 (the PREVIOUS CONFIRMATION). This confirmation constitutes a "Confirmation" as referred to in the 1992 ISDA Master Agreement (Multicurrency-Cross Border) dated as of 14th June, 2002 as amended and restated by us, you and the Security Trustee on 6th March, 2003, 25th November, 2003, 12th March, 2004 and the date hereof and as amended and supplemented from time to time (the AGREEMENT). As of the date hereof, all rights and obligations of the parties to the Previous Confirmation shall cease to exist and shall be replaced in their entirety by the rights and obligations arising pursuant to this Agreement Confirmation. The purpose of this letter (the CONFIRMATION) is to confirm the terms and notwithstanding Section 7conditions of the Swap Transaction entered into between us on the Trade Date specified below. The definitions and provisions contained in the 2000 ISDA Definitions as published by the International Swaps and Derivatives Association, Party A will not be permitted to transfer Inc. (by way the DEFINITIONS) are incorporated into this Confirmation. In the event of security or otherwiseany inconsistency between any of the following, the first listed shall govern: (i) this Agreement nor any interest or obligation in or under Confirmation; (ii) the Master Definitions Schedule; and (iii) the Definitions. The following expressions shall, for the purpose of this Agreement without Confirmation, have the prior written consent of the Security Trustee.following meanings:

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity, entity (each such Affiliate or entity a "TransfereeTRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term unsecured and unsubordinated debt obligations are then rated not less than "F-1" by Fitch and "A-1+" by S&P its long-term unsecured and unsubordinated debt obligations are then rated not less than "A1" by Moody's (or its equivalent by any substitute rating agen▇▇) ▇▇ such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "F-1AA-" by Fitch S&P, "A1" by Moody's and "A-1+A+" by S&P and Fitch, as the case may be, (or its equ▇▇▇▇▇▇▇ by any substitute rating agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose long-term, unsecured and unsubordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating substi▇▇▇▇ ▇▇ting agency); (▇▇ii) if the Transferee is domiciled in a different legal jurisdiction from both Party A and Party B, the Ratings Rating Agencies have confirmed that the transfer will not result in writing that the then current rating of the Series o 2 Class o Third B Sixth Issuer Notes will not be adversely affectedbeing downgraded; (iii) the Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (iv) a Termination Event or Event of Default does not occur as a result of such transfer; (v) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer; and (vi) the Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. With respect to paragraph (iii) above, each party agrees to make such Payee Tax Representations and Payer Tax Representations as may reasonably be requested by the other party in order to reasonably satisfy such other party that such withholding or deduction will not occur. Following the transfer, all references to Party A (or its Credit Support Provider, as applicable) will be deemed to be references to the Transferee. Save as otherwise provided for in this Agreement and notwithstanding Section 7, Party A will not be permitted to transfer (by way of security or otherwise) this Agreement nor any interest or obligation in or under this Agreement without the prior written consent of the Security Trustee.

TRANSFER POLICY. Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity, entity (each such Affiliate or entity a "TransfereeTRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term unsecured and unsubordinated debt obligations are then rated not less than "F-1" by Fitch and "A-1+" by S&P its long-term unsecured and unsubordinated debt obligations are then rated not less than "A1" by Moody's (or its equivalent by any substitute rating agen▇▇) ▇▇ such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "F-1AA-" by Fitch S&P, "A1" by Moody's and "A-1+A+" by S&P and Fitch, as the case may be, (or its equ▇▇▇▇▇▇▇ by any substitute rating agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose long-term, unsecured and unsubordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating substi▇▇▇▇ ▇▇ting agency); (▇▇ii) if the Transferee is domiciled in a different legal jurisdiction from both Party A and Party B, the Ratings Rating Agencies have confirmed that the transfer will not result in writing that the then current rating of the Series o 2 Class o Third A Sixth Issuer Notes will not be adversely affectedbeing downgraded; (iii) the Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (iv) a Termination Event or Event of Default does not occur as a result of such transfer; (v) no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer; and (vi) the Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. With respect to paragraph (iii) above, each party agrees to make such Payee Tax Representations and Payer Tax Representations as may reasonably be requested by the other party in order to reasonably satisfy such other party that such withholding or deduction will not occur. Following the transfer, all references to Party A (or its Credit Support Provider, as applicable) will be deemed to be references to the Transferee. Save as otherwise provided for in this Agreement and notwithstanding Section 7, Party A will not be permitted to transfer (by way of security or otherwise) this Agreement nor any interest or obligation in or under this Agreement without the prior written consent of the Security Trustee.