Exhibit 4.14
SELLER MORTGAGES TRUST ASSIGNMENT AGREEMENT
[{circle}] 2006
PERMANENT MORTGAGES TRUSTEE LIMITED
AS MORTGAGES TRUSTEE
PERMANENT FUNDING (NO. 1) LIMITED
AS FUNDING 1
PERMANENT FUNDING (NO. 2) LIMITED
AS FUNDING 2
HALIFAX PLC
AS SELLER
AND
THE BANK OF NEW YORK
AS FUNDING 1 SECURITY TRUSTEE AND FUNDING 2 SECURITY TRUSTEE
▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇ LLP
CONTENTS
CLAUSE PAGE
1. Definitions and Interpretations....................................... 1
2. Sale of Beneficial Rights............................................. 2
3. Further Assurance..................................................... 2
4. No Partnership or Agency.............................................. 2
5. Assignment............................................................ 2
6. Funding 1 Security Trustee and Funding 2 Security Trustee............. 3
7. Amendments and Waiver................................................. 3
8. Notices............................................................... 4
9. Contracts (Rights Of Third Parties) Act 1999.......................... 4
10. Execution in Counterparts; Severability............................... 5
11. Governing Law......................................................... 5
12. Process Agent......................................................... 5
Signatories................................................................. 6
THIS AGREEMENT is made as a deed on [{circle}] 2006
BETWEEN:
(1) PERMANENT FUNDING (NO. 1) LIMITED (registered number 4267660), a private
limited company incorporated under the laws of England and Wales whose
registered office is at ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (as FUNDING
1);
(2) PERMANENT FUNDING (NO. 2) LIMITED (registered number 04441772), a private
limited company incorporated under the laws of England and Wales whose
registered office is at ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (as FUNDING
2);
(3) PERMANENT MORTGAGES TRUSTEE LIMITED (registered number 83116), a private
limited company incorporated under the laws of Jersey whose registered
office is at ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇
its capacity as MORTGAGES TRUSTEE);
(4) HALIFAX PLC (registered number 2367076), a public limited company
incorporated under the laws of England and Wales whose registered office
is at ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (in its capacity as
SELLER); and
(5) THE BANK OF NEW YORK, a New York banking corporation acting through its
office at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (in its capacity
as the FUNDING 1 SECURITY TRUSTEE and the FUNDING 2 SECURITY TRUSTEE,
which expression shall include such companies and all other persons or
companies for the time being acting as security trustee (or co-trustee)
pursuant to the terms of the Funding 1 Deed of Charge or the Funding 2
Deed of Charge, as the case may be).
WHEREAS:
(A) On or about 13 June 2002 the Mortgages Trustee executed the Mortgages
Trust Deed whereby it undertook to hold the Trust Property upon trust for
Funding 1 and the Seller absolutely in accordance with and subject to the
terms of the Mortgages Trust Deed.
(B) The Seller has agreed to assign to Funding 2 and Funding 2 has agreed to
acquire from the Seller a portion of the Seller's beneficial interest in
the Mortgages Trust on the terms and conditions set out in this
Agreement.
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATIONS
1.1 DEFINITIONS
The provisions of the Master Definitions and Construction Schedule made
on or about 22 March 2006 between, among others, the Seller, Funding 1
and the Mortgages Trustee (as the same have been and may be amended,
varied or supplemented from time to time with the consent of the parties
hereto) are expressly and specifically incorporated into and shall apply
to this Agreement.
1.2 SPECIFIC TERMS
Unless the context otherwise requires, the following terms shall have the
following meanings:
CONTROLLING BENEFICIARY DEED means the beneficiary deed to be entered
into on or about [{circle}] 2006 between, amongst others, the parties
hereto as may be amended, restated, novated, varied or supplemented from
time to time;
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FUNDING 2 DEED OF CHARGE means the deed of charge to be entered into on
or about [{circle}] 2006 between, amongst others, Funding 2 and the
Funding 2 Security Trustee and the Schedules thereto as may be amended,
restated, novated, varied or supplemented from time to time; and
FUNDING 2 SECURITY means the security to be granted by Funding 2 under or
pursuant to the Funding 2 Deed of Charge.
2. SALE OF BENEFICIAL RIGHTS
2.1 ASSIGNMENT
In consideration of the payment by Funding 2 of the purchase price of
{pound-sterling}100 (the receipt of which is hereby acknowledged), the
Seller agrees to sell and assign (with full title guarantee, free from
any Security Interest) to Funding 2 its rights as beneficiary under the
Mortgages Trust Deed to the extent of the Seller's entitlement to an
amount of {pound-sterling}100 of that portion of the Trust Property that,
as the date of this Deed, has been allocated to the Seller Share of the
Trust Property in accordance with the provisions relating to the
allocation of Trust Property set out in the Mortgages Trust Deed.
2.2 EFFECT OF ASSIGNMENT
The parties hereto acknowledge that following the sale and assignment
referred to in CLAUSE 2.1 the Mortgages Trustee, the Seller, Funding 1
and Funding 2 will enter into an amended and restated Mortgages Trust
Deed.
2.3 CONSENT AND WAIVER
The parties hereto acknowledge the terms of CLAUSE 17.2 (Seller shall not
assign) of the Mortgages Trust Deed and the parties hereby, without
condition, consent to the sale and assignment of a portion of the
Seller's beneficial interest in the Mortgages Trust pursuant to the terms
of this Agreement and waive any breach of CLAUSE 17.2 (Seller shall not
assign) of the Mortgages Trust Deed that will occur by reason of such
sale and assignment.
3. FURTHER ASSURANCE
The parties agree that they will co-operate fully to do all such further
acts and things and execute or sign any further documents, instruments,
notices or consents as may be reasonable and necessary or desirable to
give full effect to the arrangements contemplated by this Agreement.
4. NO PARTNERSHIP OR AGENCY
Nothing in this Agreement shall be taken to constitute or create a
partnership between any of the parties to this Agreement or to make or
appoint each party the agent of the other parties.
5. ASSIGNMENT
5.1 ASSIGNMENT
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 consent shall not, if
requested, be unreasonably withheld) save that 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 security trustee
under the Funding 2 Deed of Charge and may assign all of any part of
2
the Funding 2 Security upon an enforcement of the Funding 2 Security in
accordance with the Funding 2 Deed of Charge.
5.2 ACKNOWLEDGEMENT OF SECURITY ASSIGNMENT
The parties hereto acknowledge that Funding 2 has assigned its rights
under this Agreement to the Funding 2 Security Trustee pursuant to the
Funding 2 Deed of Charge and acknowledges that pursuant to the terms of
the Funding 2 Deed of Charge, Funding 2 has, inter alia, authorised the
Funding 2 Security Trustee, following the Funding 2 Security becoming
enforceable, to exercise, or refrain from exercising, all of Funding 2's
rights, powers, authorities, discretions and remedies under or in respect
of the Transaction Documents to which Funding 2 is a party, including
this Agreement, in such manner as in the Funding 2 Security Trustee's
absolute discretion it shall think fit.
6. FUNDING 1 SECURITY TRUSTEE AND FUNDING 2 SECURITY TRUSTEE
6.1 NO ASSUMPTION
It is hereby acknowledged and agreed that by its execution of this
Agreement neither the Funding 1 Security Trustee nor the Funding 2
Security Trustee shall neither assume nor have any of the obligations or
liabilities of the Mortgages Trustee, the Seller, Funding 1, Funding 2 or
of each other. Furthermore, any liberty or power which may be exercised
or any determination which may be made hereunder by the Funding 1
Security Trustee or the Funding 2 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 1 Deed of Charge and the Funding 2 Deed of
Charge (as applicable) and the Controlling Beneficiary Deed.
7. AMENDMENTS AND WAIVER
7.1 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.
7.2 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.
7.3 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.
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8. NOTICES
Any notices to be given pursuant to this Agreement to any of the parties
hereto shall be sufficiently served if sent by prepaid first class post,
by hand or facsimile transmission and shall be deemed to be given (in the
case of facsimile transmission) when despatched, (where delivered by
hand) on the day of delivery if delivered before 5.00 p.m. 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: [ADDRESS DETAILS TO BE
CONFIRMED]
(a) in the case of the Mortgages Trustee: to Permanent Mortgages
Trustee Limited, ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(facsimile number ▇▇▇ (▇) ▇▇▇▇ ▇▇▇▇▇▇) for the attention of the
Secretary with a copy to HBOS Treasury Services plc, ▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile number ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇) for
the attention of Head of Mortgage Securitisation and Covered Bonds;
(b) in the case of the Seller: to Halifax plc (LP/3/3/SEC), ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number +44 (0) 113
235 7511) for the attention Mortgage Securitisation Manager with a
copy to HBOS Treasury Services PLC, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ (facsimile number ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇) for the attention
of Head of Mortgage Securitisation and Covered Bonds;
(c) in the case of Funding 1: to Permanent Funding (No. 1) Limited, ▇▇
▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile number +44 (0)20 7398
6325) for the attention of the Secretary with a copy to HBOS
Treasury Services plc, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
(facsimile number ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇) for the attention of Head of
Mortgage Securitisation and Covered Bonds;
(d) in the case of Funding 2: to Permanent Funding (No. 2) Limited, ▇▇
▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile number +44 (0)20
73986325) for the attention of the Secretary with a copy to HBOS
Treasury Services plc, ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
(facsimile number ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇) for the attention of Head of
Mortgage Securitisation and Covered Bonds; and
(e) in the case of the Funding 1 Security Trustee and the Funding 2
Security Trustee: to the Bank of New York, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number + ▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇ or +
▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇), 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 written notice in accordance with the provisions of this
CLAUSE 8. All notices served under this Agreement shall be simultaneously
copied to the Funding 1 Security Trustee and the Funding 2 Security
Trustee by the person serving the same.
9. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this Deed may not enforce any of its terms
under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇.
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10. EXECUTION IN COUNTERPARTS; SEVERABILITY
10.1 COUNTERPARTS
This Agreement may be executed in any number of counterparts (manually or
by facsimile) and by different parties hereto in separate counterparts,
when so executed, shall be deemed to be an original and all of which when
taken together shall constitute one and the same instrument.
10.2 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.
11. GOVERNING LAW
11.1 This Agreement is governed by the laws of England.
11.2 Each party to this Agreement hereby irrevocably submits to the non-
exclusive jurisdiction of the English courts in any action or proceeding
arising out of or relating to this Agreement, and hereby irrevocably
agrees that all claims in respect of such action or proceeding may be
heard and determined by such courts. Each party to this Agreement hereby
irrevocably waives, to the fullest extent it may possibly do so, any
defence or claim that the English courts are an inconvenient forum for
the maintenance or hearing of such action or proceeding.
12. PROCESS AGENT
The Mortgages Trustee irrevocably and unconditionally appoints Structured
Finance Management Limited of ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ 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 Structured Finance Management Limited ceasing so to act it
will appoint another person with a registered office in London as its
agent for service of process.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed as
a deed the day and year first before written.
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SIGNATORIES
MORTGAGES TRUSTEE
EXECUTED as a DEED on behalf of )
PERMANENT MORTGAGES )
TRUSTEE LIMITED, )
a company incorporated in Jersey, )
Channel Islands, by )
being a person who, )
in accordance with the laws of that )
territory is acting under the authority of )
the company in the presence of: )
Witness's signature:
Name:
Address:
SELLER
EXECUTED as a DEED by )
HALIFAX PLC )
acting by its attorney ) ............................
in the presence of ) (as attorney for HALIFAX PLC)
Witness's signature:
Name:
Address:
FUNDING 1
EXECUTED as a DEED by )
PERMANENT FUNDING (NO. 1) )
LIMITED acting by its attorney ) .............................
in the presence of ) (as attorney for PERMANENT FUNDING
(NO. 1 ) LIMITED)
Witness's signature:.................................
Name: .................................
Address: .................................
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FUNDING 2
EXECUTED as a DEED by )
PERMANENT FUNDING (NO. 2) )
LIMITED acting by its attorney ) .............................
in the presence of ) (as attorney for PERMANENT FUNDING
(NO. 2) LIMITED)
Witness's signature:.................................
Name: ..................................
Address: ..................................
FUNDING 1 SECURITY TRUSTEE
EXECUTED as a DEED by an authorised )
signatory for and on behalf of )
THE BANK OF NEW YORK )
Authorised signatory
FUNDING 2 SECURITY TRUSTEE
EXECUTED as a DEED by an authorised )
signatory for and on behalf of )
THE BANK OF NEW YORK )
Authorised signatory
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