EXHIBIT 4.3
DATED __, 2002
ABBEY NATIONAL PLC
as Seller
and
▇▇▇▇▇▇ FUNDING LIMITED
as Funding
and
▇▇▇▇▇▇ TRUSTEES LIMITED
as Mortgages Trustee
and
JPMORGAN CHASE BANK, LONDON BRANCH
as Funding Security Trustee
--------------------------------------------
AMENDED AND RESTATED MORTGAGE SALE AGREEMENT
--------------------------------------------
▇▇▇▇▇ & ▇▇▇▇▇
London
ICM:572239.1
CONTENTS
CLAUSE PAGE
------ ----
1. Definitions, Construction and amendment and restatement............... 2
2. Sale and Purchase of Initial Portfolio................................ 2
3. Initial Closing Date.................................................. 3
4. Sale and Purchase of New Portfolios................................... 4
5. Trust of Monies....................................................... 9
6. Completion of the Assignment.......................................... 10
7. Undertakings.......................................................... 11
8. Warranties and Repurchase by the Seller............................... 14
9. Other Warranties...................................................... 16
10. Further Assurance..................................................... 17
11. Consequences of Breach................................................ 17
12. Subordination......................................................... 17
13. Non-Merger............................................................ 17
14. No Agency or Partnership.............................................. 17
15. Payments.............................................................. 17
16. Waivers and Variation................................................. 18
17. Notices............................................................... 18
18. Assignment............................................................ 18
19. Change of Funding Security Trustee.................................... 19
20. New Intercompany Loans................................................ 19
21. Third Party Rights.................................................... 19
22. Governing Law......................................................... 19
SCHEDULES
1. Representations and Warranties........................................ 21
2. Registered Transfer................................................... 28
3. Unregistered Transfer................................................. 29
4. Lending Criteria...................................................... 31
5. Power of Attorney in favour of Funding, the Mortgages Trustee,
and the Security Trustee............................................ 34
6. Loan Repurchase Notice................................................ 37
7. Assignment of Third Party Rights...................................... 39
8. Assignment of MIG Policies............................................ 41
9. MIG Policies Assignment Notice........................................ 43
10. ▇▇▇▇ Policies Insurance Acknowledgement............................... 44
11. Properties in Possession Insurance Acknowledgement.................... 46
12. New Portfolio Notice.................................................. 48
13. Scottish Transfers.................................................... 47
14. Scottish Trust Deed................................................... 47
THIS AMENDED AND RESTATED MORTGAGE SALE AGREEMENT is made on [__], 2002
BETWEEN:
(1) ABBEY NATIONAL PLC (registered number 2294747), a public limited company
incorporated under the laws of England and Wales, whose registered office
is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the "SELLER");
(2) ▇▇▇▇▇▇ FUNDING LIMITED (registered number 3982428), a private limited
company incorporated under the laws of England and Wales, whose registered
office is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("FUNDING" and
together with the Seller the "BENEFICIARIES");
(3) ▇▇▇▇▇▇ TRUSTEES LIMITED (registered number 3982431), a private limited
company incorporated under the laws of England and Wales, whose registered
office is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the "MORTGAGES
TRUSTEE"); and
(4) JPMORGAN CHASE BANK, LONDON BRANCH (formerly known as The Chase Manhattan
Bank, London Branch) (the "FUNDING SECURITY TRUSTEE", which expression
where the context permits shall include such company or person and all
other companies or persons for the time being acting as the trustee or
trustees under the Funding Deed of Charge) whose principal office is at
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇.
WHEREAS:
(A) The Seller carries on the business of, inter alia, originating mortgage
loans to individual borrowers secured on residential properties in
England, Wales and Scotland.
(B) The Seller assigned to the Mortgages Trustee certain of the above
mentioned mortgage loans together with the benefit of the related security
for the same on the terms and subject to the conditions set out in the
Mortgage Sale Agreement dated 26th July, 2000 (as amended and/or restated
from time to time, the "MORTGAGE SALE AGREEMENT").
(C) The Mortgages Trustee holds all of the above mentioned assigned mortgage
loans as bare trustee for the Beneficiaries upon, with and subject to the
trusts, powers and provisions of the Mortgages Trust Deed.
(D) On 29th November, 2000 the parties to the Mortgage Sale Agreement agreed
to amend the terms of the Mortgage Sale Agreement as set out in an
Amendment Agreement to the Mortgage Sale Agreement of the same date.
(E) On 23rd May, 2001 the parties to the Mortgage Sale Agreement agreed to
amend and restate the terms of the Mortgage Sale Agreement as set out in
an Amended and Restated Mortgage Sale Agreement of the same date and the
Seller assigned a new portfolio of mortgage loans and their related
security to the Mortgages Trustee on that date on such amended terms.
(F) On 5th July, 2001 the parties to the Mortgage Sale Agreement agreed to
amend and restate the terms of the Mortgage Sale Agreement as set out in
an Amended and Restated Mortgage Sale Agreement of the same date.
(G) On 8th November, 2001 the parties to the Mortgage Sale Agreement agreed to
amend and restate the terms of the Mortgage Sale Agreement as set out in
an Amended and Restated Mortgage Sale Agreement of the same date and the
Seller assigned a new portfolio of
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mortgage loans and their related security to the Mortgages Trustee on that
date on such amended terms.
(H) The parties to the Mortgage Sale Agreement have again agreed to amend and
restate the terms of the Mortgage Sale Agreement as set out herein and the
Seller will assign a new portfolio of mortgage loans and their related
security to the Mortgages Trustee on the same date on such amended terms.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS, CONSTRUCTION AND AMENDMENT AND RESTATEMENT
1.1 The Amended and Restated Master Definitions and Construction Schedule
signed for the purposes of identification by ▇▇▇▇▇ & ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇
and May on [__], 2002 (as the same may be amended, varied or supplemented
from time to time with the consent of the parties hereto) is expressly and
specifically incorporated into this Agreement and, accordingly, the
expressions defined in the Amended and Restated Master Definitions and
Construction Schedule (as so amended, varied or supplemented) shall,
except where the context otherwise requires and save where otherwise
defined herein, have the same meanings in this Agreement, including the
Recitals hereto and this Agreement shall be construed in accordance with
the interpretation provisions set out in CLAUSE 2 of that Amended and
Restated Master Definitions and Construction Schedule.
1.2 Any reference in this Agreement to any discretion, power, right, duty or
obligation on the part of the Mortgages Trustee shall be as exercised by
the Mortgages Trustee subject in each case to the provisions of CLAUSE
13.2 of the Mortgages Trust Deed.
1.3 For the purposes of section 2 of the Law of Property (Miscellaneous
Provisions) ▇▇▇ ▇▇▇▇, the terms of the Transaction Documents are, so far
as applicable, incorporated herein.
1.4 This Agreement amends and restates the Mortgage Sale Agreement made on
26th July, 2000 between the parties hereto as amended on 29th November,
2000, as amended and restated on 23rd May, 2001 as amended and restated on
5th July, 2001 and as amended and restated on 8th November, 2001 (the
"PRINCIPAL AGREEMENT"). As of the date of this Agreement, any future
rights or obligations (excluding such obligations accrued to the date of
this Agreement) of a party under the Principal Agreement shall be
extinguished and shall instead be governed by this Agreement.
2. SALE AND PURCHASE OF INITIAL PORTFOLIO
2.1 Subject to CLAUSE 2.2, in consideration of the Purchase Price (which shall
be paid in accordance with CLAUSE 3.3) and the covenant of the Mortgages
Trustee to hold the Trust Property upon trust, with and subject to all the
trusts, powers and provisions of the Mortgages Trust Deed, the Seller
hereby agrees to assign and transfer to the Mortgages Trustee with full
title guarantee (or in relation to rights and assets situated in or
governed by the law of Scotland, with absolute warrandice), the Initial
Portfolio.
2.2 The obligation of the Seller under CLAUSE 2.1 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 Term Advances under the
First Intercompany Loan Agreement;
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(b) the constitution of the Mortgages Trust on or prior to the Initial
Closing Date; and
(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 such of the Transaction Documents as are to be executed
immediately after the Initial Closing Date pursuant to the
provisions of this CLAUSE 2, the same having been executed and being
available for delivery and the parties knowing of no reason why the
same should not be delivered immediately thereafter.
2.3 The sale of the Portfolio shall not include any obligation to pay any
Delayed Cashback, which obligation shall at all times and notwithstanding
the sale of the Portfolio remain an obligation of the Seller.
3. INITIAL CLOSING DATE
3.1 A meeting shall take place on the Initial Closing Date at the offices of
▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ or such offices as the
parties may agree at which the Seller shall deliver to the Funding
Security Trustee or its representative the following documents:
(a) two originals of the power of attorney substantially in the form set
out in Schedule 5, duly executed by the Seller;
(b) a certified copy of each of the Insurance Acknowledgements;
(c) a duly executed assignment of the MIG Policies from the Seller and a
certified copy of a notice (the original of which shall be served by
courier or by special delivery) of such assignment from the Seller
to Carfax or such other insurer under the MIG Policies in the form
(mutatis mutandis) set out in Schedules 9 and 10 respectively and a
certified copy of consent to assignment of the MIG Policies (or
acknowledgement that the Mortgages Trustee will be an insured under
the MIG Policies following the assignment) from Carfax or such other
insurers in such form as the Mortgages Trustee reasonably requires;
(d) a certified copy of the board minute of the Seller authorising its
duly appointed representatives to agree the sale of the Portfolio
and authorising execution and performance of this Agreement, the
Servicing Agreement, the other Transaction Documents and all of the
documentation to be entered into pursuant to this Agreement;
(e) a duly executed assignment of rights against third parties in the
form of the Assignment of Third Party Rights; and
(f) a solvency certificate from an authorised signatory of the Seller
dated as at the Initial Closing Date.
3.2 The Seller undertakes that from the Initial Closing Date until the
completion of the assignment in accordance with CLAUSE 6.1, the Seller
shall hold the Title Deeds and Customer Files relating to the 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.
3.3 Subject to fulfilment of the conditions referred to in CLAUSES 2.2 and 3,
the Seller shall be paid the Purchase Price by telegraphic transfer as
follows:
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(a) the Initial Consideration shall be paid by Funding on the Initial
Closing Date; and
(b) the Deferred Consideration (including any Postponed Deferred
Consideration) shall be paid by Funding quarterly on the Interest
Payment Dates (provided there are available funds and after the
making of any provisions in accordance with normal accounting
practice) in accordance with the Funding Pre-Enforcement Revenue
Priority of Payments or, as the case may be, the Funding
Post-Enforcement Priority of Payments.
3.4 The Seller shall provide all reasonable co-operation to the Mortgages
Trustee, Funding and the Funding Security Trustee to enable them to carry
out their respective duties and enforce their rights under the Transaction
Documents. Without prejudice to the generality of the foregoing, the
Seller shall:
(a) upon reasonable prior notice and during normal office hours, permit
the Mortgages Trustee, Funding, the Funding Security Trustee and
their authorised employees and agents and other persons nominated by
the Funding Security Trustee and approved by the Seller (such
approval not to be unreasonably withheld or delayed), to review the
Customer Files and the Title Deeds in relation to the Portfolio
(subject to such person(s) agreeing to keep the same confidential
but provided that disclosure shall be permitted to the professional
advisors and auditors of the party making the disclosure and/or to
the extent that such disclosure is required by law or for the
purpose of any judicial or other proceedings); and/or
(b) give promptly all such information and explanations relating to the
Loans and their Related Security as the Mortgages Trustee, Funding
or the Funding Security Trustee may reasonably request (including a
list of the Loans and their Related Security in the Portfolio along
with details of the location of the Title Deeds relating thereto),
provided that prior to completion in accordance with CLAUSE 6, the Seller
shall be under no obligation to provide any information or documentation
to any person other than the Mortgages Trustee and/or the Funding Security
Trustee or their respective employees or allow such person access to the
Customer Files or Title Deeds if to do so would result in a breach of the
applicable Mortgage Terms or the Data Protection ▇▇▇ ▇▇▇▇.
4. SALE AND PURCHASE OF NEW PORTFOLIOS
4.1 Subject to fulfilment of the conditions set out in CLAUSES 2.2, 3.1, 4.2
and 4.3, if the Seller shall, at any time and from time to time serve a
properly completed New Portfolio Notice on the Mortgages Trustee and
Funding with a copy to the Funding Security Trustee (such service to be in
the Seller's sole discretion), then on the date for completion of the
assignment and transfer specified in the New Portfolio Notice the Seller
shall assign and transfer with full title guarantee (or in relation to
rights and assets situated in or governed by the law of Scotland, with
absolute warrandice) to the Mortgages Trustee the relevant New Portfolio.
4.2 The conditions to be met as at each Assignment Date are:
(a) the Seller shall as at the relevant Assignment Date make the
Representations and Warranties to the Mortgages Trustee, Funding and
the Funding Security Trustee in relation to each New Loan in the New
Portfolio being sold on the relevant Assignment Date in accordance
with CLAUSE 8 and such Representations and Warranties must be true
in relation to each New Loan (but if such Representation and
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Warranties are only discovered to be untrue after the relevant
Assignment Date, the Mortgages Trustee's only remedy shall be under
CLAUSE 7);
(b) the Lending Criteria applicable at the time of origination of each
relevant New Loan have been applied to the New Loan and to the
circumstances of the Borrower at the time the New Loan was made;
(c) the total amount of arrears in respect of all the Loans in the
Mortgages Trust, as a percentage of the total amount of gross
interest due to the Mortgages Trustee during the previous 12 months
on all Loans outstanding during all or part of such period, must not
exceed 2 per cent. "Arrears" for this purpose in respect of a Loan
on any date means the aggregate amount overdue on the Loan on that
date but only where such aggregate amount overdue equals or exceeds
an amount equal to twice the Monthly Payment then due on the Loan;
(d) as at the relevant Assignment Date, the aggregate Outstanding
Principal Balances of the Loans in the Mortgages Trust, in respect
of which the aggregate amount in arrears is more than three times
the Monthly Payment then due, is less than 5 per cent. of the
aggregate Outstanding Principal Balances of the Loans in the
Mortgages Trust;
(e) no New Loan has on the relevant Assignment Date an aggregate amount
in arrear which is more than the amount of the Monthly Payment then
due and each New Loan was made at least three calendar months prior
to the relevant Assignment Date;
(f) each New Loan is secured by a Mortgage constituting a valid and
subsisting first charge by way of legal mortgage or first ranking
standard security over the relevant Property (except in the case of
some Flexible Loans in respect of which the Mortgage constitutes
valid and subsisting first and second charges by way of legal
mortgage or first and second ranking standard securities over the
relevant Property), subject only (in appropriate cases) to
registration or recording at HM Land Registry or the Registers of
Scotland;
(g) no Outstanding Principal Balance of any New Loan is, at the relevant
Assignment Date, greater than (pound)350,000;
(h) for so long as amounts are owed by Funding to the First Issuer under
the First Intercompany Loan Agreement, no New Loan has a final
maturity date beyond July, 2038;
(i) each Borrower has made at least one full Monthly Payment in respect
of the relevant New Loan;
(j) no event of default under the Transaction Documents shall have
occurred which is continuing as at the relevant Assignment Date;
(k) the Principal Deficiency Ledger shall not have a debit balance as at
the relevant Assignment Date;
(l) the Mortgages Trustee is not aware that the credit rating then
assigned to any of the Notes by the Ratings Agencies (or any of
them) will be adversely affected by the purchase of the relevant New
Portfolio;
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(m) the short term, unsecured, unguaranteed and unsubordinated debt
obligations of the Seller are rated at least P-1 by ▇▇▇▇▇'▇, A-1 by
S&P and F-1 by Fitch at the time of, and immediately following, the
assignment of the New Loans to the Mortgages Trustee;
(n) except where the Seller assigns New Loans to the Mortgages Trustee
in consideration of the payment by Funding of the Purchase Price
funded by a New Intercompany Loan from an Issuer, the aggregate
Outstanding Principal Balance (excluding Arrears of Interest) of New
Loans transferred in any one Interest Period must not exceed 10 per
cent. of the aggregate Outstanding Principal Balance of Loans
(excluding Arrears of Interest) in the Portfolio as at the beginning
of that Interest Period;
(o) the purchase of the New Portfolio on the relevant Assignment Date
does not result in the product of WAFF and WALS for the Portfolio
after such purchase calculated on the relevant Assignment Date in
the same way as for the Initial Portfolio (or as agreed by the
Servicer and the Rating Agencies from time to time) exceeding the
product of WAFF and WALS for the Portfolio calculated on the most
recent previous Closing Date plus 0.25 per cent.;
(p) the yield (as calculated below) of the Loans in the Mortgages Trust
together with the yield of the New Loans to be assigned to the
Mortgages Trustee on the relevant Assignment Date (together the
purposes of this paragraph, the "RELEVANT LOANS") and the Second
Reserve Fund Calculation is not less than LIBOR for three month
sterling deposits as at the immediately preceding Interest Payment
Date plus 0.80 per cent. The yield of the Relevant Loans is to be
calculated as follows:
(A x B) + (C x (D - E + F)) + (G x (H + I))
-------------------------------------------
J
where,
A = the average Outstanding Principal Balance, on the relevant
Assignment Date, of the Relevant Loans which are Fixed Rate
Loans
B = LIBOR plus the Fixed Rate Spread on the relevant Assignment
Date
C = the average Outstanding Principal Balance, on the relevant
Assignment Date, of the Relevant Loans which are Variable Rate
Loans
D = the weighted average Variable Rate of the Relevant Loans on
the relevant Assignment Date
E = the current SVR for the Relevant Loans on the relevant
Assignment Date
F = LIBOR plus the Variable Rate Spread on the relevant
Assignment Date
G = the average Outstanding Principal Balance, on the relevant
Assignment Date, of the Relevant Loans which are Tracker Loans
H = LIBOR plus the Tracker Rate Spread on the relevant
Assignment Date
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I = the weighted average margin of the Tracker Loans over the
Bank of England Repo Rate on the Relevant Assignment Date
J = the average Outstanding Principal Balance of the Relevant
Loans on the relevant Assignment Date;
(q) the purchase of the New Portfolio on the relevant Assignment Date
does not result in the loan-to-value ratio of Loans in the Portfolio
on the Assignment Date (after the purchase of the New Portfolio)
after application of the LTV Test on the relevant Assignment Date
exceeding the loan-to-value ratio (based on the LTV Test) of Loans
in the Portfolio on the most recent previous Closing Date plus 0.50
per cent.;
(r) the assignment by the Seller to the Mortgages Trustee of New Loans
on the relevant Assignment Date does not result in the Variable Rate
Loans with a discount of more than 0.80 per cent. to the Abbey SVR
as at the relevant Assignment Date that have more than two years
remaining on their incentive period [and the Tracker Rate Loans with
a discount of more than __ per cent. to the Tracker Rate as at the
relevant Assignment Date that have more than two years remaining on
their incentive period] in aggregate accounting for more than 20 per
cent. of the aggregate Outstanding Principal Balance of all Loans
constituting the Trust Property; and
(s) the First Reserve Fund has not been debited on or before the
relevant Assignment Date for the purposes of curing a Principal
Deficiency in respect of the Term BBB Advances and/or the Term AA
Advances in circumstances where the First Reserve Fund has not been
replenished by a corresponding amount by the relevant Assignment
Date.
In this CLAUSE 4.2 references to any Monthly Payment due at any date means
the Monthly Payment payable in respect of the month in which that date
falls.
4.3 No assignment of a New Portfolio may occur after the Interest Payment Date
falling in October, 2010 if the option to redeem the First Issuer Notes on
the Interest Payment Date in July, 2010 pursuant to Condition 5 of those
Notes is not exercised.
4.4 Subject to fulfilment of the conditions referred to in CLAUSE 4.2 AND 4.3,
the consideration to be provided to the Seller by the assignment of the
New Portfolio to the Mortgages Trustee on an Assignment Date shall be the
aggregate of:
(a) the payment by Funding to the Seller by telegraphic transfer on the
New Portfolio Date of the proceeds of any New Intercompany Loan
advanced to Funding by a New Issuer; and/or
(b) the covenant of the Mortgages Trustee to hold the Trust Property on
trust pursuant to the terms of the Mortgages Trust Deed; and
(c) the Deferred Consideration (including any Postponed Deferred
Consideration) which shall be paid by Funding quarterly on the
Interest Payment Dates (provided there are available funds and after
making any provisions in accordance with normal accounting practice)
in accordance with the Funding Pre-Enforcement Revenue Priority of
Payments or, as the case may be, the Funding Post-Enforcement
Priority of Payments.
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4.5 On the date of the assignment of the relevant New Portfolio, a meeting
shall take place 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
Funding Security Trustee or its representative the following documents:
(a) two originals of the power of attorney substantially in the form set
out in Schedule 5, duly executed by the Seller;
[NOTE: POWER OF ATTORNEY DATED 26/7/2000 DOES NOT COVER SCOTTISH
MORTGAGES SCOTS LAWYERS TO CONFIRM WHETHER IT SHOULD]
(b) a duly executed assignment of the MIG Policies from the Seller and a
certified copy of a notice (the original of which shall be served by
courier or by special delivery) of such assignment from the Seller
to Carfax or such other insurer under the MIG Policies in the form
(mutatis mutandis) set out in Schedules 9 and 10 respectively and a
certified copy of consent to assignment of the MIG policies (or
acknowledgement that the Mortgages Trustee will be an insured under
the MIG Policies following the assignment) from Carfax or such other
insurers in such form as the Mortgages Trustee reasonably requires;
(c) a duly executed assignment of rights against third parties comprised
in the relevant New Portfolio dated as of the date of the sale and
purchase of the New Portfolio and in the form (mutatis mutandis) of
the Assignment of Third Party Rights;
(d) a certificate of a duly authorised officer of the Seller attaching a
copy of the board minute referred to in CLAUSE 3.1(D) 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;
(e) a solvency certificate from the Seller dated as of the date of the
sale and purchase of the New Portfolio; and
(f) a Scottish Trust Deed in respect of the Scottish Loans in the New
Portfolio (if any) and their Related Security, in the form (mutatis
mutandis) set out in Schedule 14 and with the annexure thereto duly
completed, duly executed by the Seller, the Mortgages Trustee and
Funding.
4.6 The Seller undertakes that from the Assignment Date until the completion
of the sale and purchase in accordance with CLAUSE 6.1, the Seller shall
hold the Title Deeds and Customer Files relating to the New 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.
4.7 Prior to the earlier to occur of:
(a) a Trigger Event; and
(b) (i) if Funding does not enter into a New Intercompany Loan
Agreement, the Interest Payment Date in [__]; or
(ii) if Funding does enter into New Intercompany Loan Agreements,
the latest Interest Payment Date specified by Funding by
notice in writing to the Seller and the Mortgages Trustee as
applying in relation to this covenant and undertaking,
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the Seller undertakes to use all reasonable endeavours to
offer to assign, in accordance with the provisions of this
CLAUSE 4, 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:
(A) until the earlier of the Interest Payment Date falling in [__] (or
such later date as may be notified by Funding) and the occurrence of
a Trigger Event, sufficient New Loans and their Related Security so
that the aggregate Outstanding Principal Balance of Loans in the
Portfolio is not less than (pound)[__]; and
(B) until the earlier of the Interest Payment Date falling in [__] (or
such later date as may be notified by Funding) and the occurrence of
a Trigger Event, sufficient New Loans and their Related Security so
that the aggregate Outstanding Principal Balance of Loans in the
Portfolio is not less than (pound)[__],
(or such other amount or amounts specified by Funding in the notice
referred to in CLAUSE 4.7(II)(B) above) provided that the Seller shall not
be obliged to assign to the Mortgages Trustee, and the Mortgages Trustee
shall not be obliged to acquire, New Loans and their Related Security if
in the opinion of the Seller the assignment to the Mortgages Trustee of
New Loans and their Related Security would adversely affect the business
of the Seller.
4.8 On each Assignment Date that Funding provides consideration for New Loans
to be assigned to the Mortgages Trustee pursuant to CLAUSE 4.4(A) above,
the Beneficiaries shall appoint a firm of independent Auditors to
determine whether the Loans and their Related Security (or any part of
them) constituting the Trust Property complied with the representations
and warranties set out in Schedule 1 of this Agreement as at the date such
Loans were assigned to the Mortgages Trustee. The costs of such
independent auditors shall be borne by the relevant New Issuer (which
shall be procured by Funding).
5. TRUST OF MONIES
5.1 Notwithstanding the assignment effected by this Agreement if at, or at any
other time after, the Initial Closing Date (but prior to any repurchase in
accordance with CLAUSE 8.5) 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 the Seller undertakes with the Mortgages Trustee, Funding and the
Funding Security Trustee that it will hold such property, interest, right
or benefit and/or the proceeds thereof upon trust for the Mortgages
Trustee subject at all times to the Mortgages Trust.
5.2 If at, or any time after, the Initial Closing Date the Mortgages Trustee
holds, or there is held to its order, or it receives, or there is received
to its order, any property, interest, right or benefit relating to:
(a) any Loan or Loans under a Mortgage Account and its Related Security
repurchased by the Seller pursuant to CLAUSE 8.5; or
(b) (without prejudice to Clause 11) amounts owed by a Borrower to the
Seller which the Seller has not agreed to sell under CLAUSE 2.1,
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
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and/or the proceeds thereof upon trust for the Seller as the 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 an amount equal to the moneys so paid in error to the Seller in
accordance with the Servicing Agreement.
6. COMPLETION OF THE ASSIGNMENT
6.1 The assignments and transfers contemplated by this Agreement shall be
completed on the fifth London Business Day after the earliest to occur of:
(a) the service of an Intercompany Loan Enforcement Notice or a Note
Enforcement Notice; or
(b) the Seller being required to perfect legal title to the Mortgages,
or procure any or all of the acts referred to in this CLAUSE 6 by an
order of a court of competent jurisdiction or by any regulatory
authority of which the Seller is a member or any organisation whose
members comprise (but are not necessarily limited to) mortgage
lenders and with whose instructions it is customary for the Seller
to comply; or
(c) it becoming necessary by law to do any or all of the acts referred
to in this CLAUSE 6; or
(d) the Funding Security Trustee certifying that, in its reasonable
opinion, the property, assets and rights of Funding comprised in the
security constituted by the Funding Deed of Charge or any material
part thereof is/are in jeopardy and that the doing of any or all of
the acts referred to in paragraphs (a) to (c) inclusive of CLAUSE
6.3 is necessary in order materially to reduce such jeopardy; or
(e) unless otherwise agreed by the Rating Agencies and the Funding
Security Trustee, the termination of the Seller's role as Servicer
under the Servicing Agreement; or
(f) the Seller calling for completion by serving notice to that effect
on the Mortgages Trustee, Funding and the Funding Security Trustee;
or
(g) the date on which the Seller ceases to be assigned a long term
unsecured, unsubordinated and unguaranteed debt obligations rating
from S&P of BBB- or more, or from ▇▇▇▇▇'▇ of Baa3 or more, or from
Fitch of BBB- or more; or
(h) the last final repayment date of the Intercompany Loans.
6.2 Completion of the transfer of Mortgages in the Portfolio over Registered
Land shall be effected by means of a transfer in the form of the
Registered Transfer and, in the case of Mortgages in the Portfolio over
Unregistered Land, by a transfer in the form of the Unregistered Transfer
and, in the case of Scottish Mortgages in the Portfolio, by an assignation
in the applicable form of Scottish Transfer, and in respect of any other
matter comprised in the Portfolio, shall be in such form as the Mortgages
Trustee may reasonably require.
6.3 Prior to completion pursuant to CLAUSE 6.1, neither the Mortgages Trustee
nor Funding nor the Funding Security Trustee will:
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(a) submit or require the submission of any notice, form, request or
application to or pay any fee for the registration or recording of,
or the noting of any interest at the Land Charges Department of H.M.
Land Registry or at H.M. Land Registry or the Registers of Scotland
in relation to, the Mortgages Trustee's and/or Funding's interests
in the Portfolio;
(b) give or require the giving of any notice to any Borrower of the
assignment or assignation of that Borrower's Loan and its Related
Security to the Mortgages Trustee or the charge by Funding of
Funding's interest in that Borrower's Loan and its Related Security
to the Funding Security Trustee pursuant to the Funding Deed of
Charge; or
(c) send or require to be sent to any solicitor who has acted on behalf
of the Seller in respect of any Mortgage with respect to which the
Seller has not received a complete set of the Title Deeds a letter
or other communication requiring such solicitor to hold such
documents to the order of the Mortgages Trustee or the Funding
Security Trustee (as the case may be).
6.4 Within 25 London Business Days following completion pursuant to CLAUSE
6.1, the Seller will do such of the acts or things referred to in CLAUSE
6.3 as the Funding Security Trustee or the Mortgages Trustee requires the
Seller to do.
6.5 The Seller shall indemnify each of the Mortgages Trustee and Funding and
the Funding Security Trustee from and against any and all costs, fees and
expenses which may be incurred by the Mortgages Trustee and/or Funding
and/or the Funding Security Trustee by reason of the doing of any act
matter or thing referred to in this CLAUSE 6.
7. UNDERTAKINGS
7.1 The Mortgages Trustee and Funding undertake that they will at all times
(or will direct the Servicer at all times to) administer and enforce (and
exercise their powers and rights and perform their obligations under) the
Loans comprised in the Portfolio and their Related Security in accordance
with the Seller's Policy (for so long as it exists and thereafter in
accordance with such policies as would be applied by a reasonable, prudent
mortgage lender in the conduct of its business), provided that if the
Seller fails to comply with its obligations to repurchase any Loan and its
Related Security pursuant to CLAUSE 8.5 the Mortgages Trustee shall be
entitled to waive any Early Repayment Fee in respect of such Loan and its
Related Security if, in the Mortgages Trustee's reasonable opinion, such
waiver is reasonably necessary in order to effect:
(a) an interest rate change; or
(b) a change in the terms and conditions relating to a Loan in respect
of which interest is calculated by reference to SVR, to a Tracker
Loan.
7.2 The Seller hereby undertakes with the Mortgages Trustee and Funding that,
in the event that any Borrower establishes that it has at any time prior
to the Initial Closing Date or, as the case may be, the relevant
Assignment Date, paid to the Seller any amounts in excess of sums due to
the Seller as at the date of payment under the Mortgage Conditions
applicable to that Loan, the Seller will reimburse the Borrower for such
overpayment together with any interest, cost or other expense associated
therewith. The Seller further agrees to hold the Mortgages Trustee and
Funding harmless against any such claims and to indemnify the Mortgages
Trustee and Funding on an after Tax basis in relation to any costs,
expense, loss or other claim which may arise in connection therewith. Any
payment made by the Seller to the
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Mortgages Trustee and Funding in discharge of the foregoing indemnity
shall be regarded as a rebate of part of the Purchase Price of the
relevant Loan.
7.3 If, as a result of a breach of Representation and Warranty 1.19, the
Mortgages Trustee or Funding suffers any loss, cost, expense or liability
(any such loss, cost, expense or liability referred to in this sub-clause
as a "LOSS"), then the Seller agrees to hold the Mortgages Trustee and
Funding harmless against any such Loss and to indemnify the Mortgages
Trustee and Funding on an after Tax basis in relation to any Loss which
may arise in connection therewith. If the Seller fails to so indemnify the
Mortgages Trustee and Funding within 30 London Business Days of demand
being made therefor, then the amounts due may be deducted by way of
set-off from income due to the Seller pursuant to CLAUSE 8.2(C) of the
Mortgages Trust Deed.
7.4 Each of the Seller and the Mortgages Trustee and Funding undertakes with
the others that if and to the extent that any determination shall be made
by any court, tribunal, ombudsman or other competent authority in respect
of any Loan and its Related Security that:
(a) any material term which relates to the recovery of interest under
the Standard Documentation applicable to any Loan and its Related
Security is unfair; or
(b) the treatment of any Borrower in relation to the interest payable by
that Borrower under any Loan is unfair; or
(c) the interest payable under any Loan is to be set by reference to the
Abbey SVR (and not its successors or assigns or those deriving title
from them); or
(d) the variable margin under any Tracker Loan must be set by Abbey
National (rather than by its successors or assigns or those deriving
title from them); or
(e) the interest payable under any Loan is to be set by reference to an
interest rate other than that set or purported to be set by either
the Servicer or the Mortgages Trustee as a result of the Seller
having more than one variable mortgage rate; or
(f) a Borrower should be or should have been offered the opportunity to
switch to an interest rate other than that required by the Servicer
or Mortgage Trustee for that Borrower as a result of the Seller
having more than one variable mortgage rate; or
(g) there has been any breach of or non-observance or non-compliance
with any obligation, undertaking, covenant or condition on the part
of the Seller relating to the interest payable by or available to a
Borrower under any Loan,
then, at Funding's and the Funding Security Trustee's direction, the
Mortgages Trustees will serve upon the Seller a notice in the form of the
Loan Repurchase Notice requiring the Seller to repurchase the relevant
Loan and all other Loans under the relevant Mortgage Account and its
Related Security in accordance with CLAUSE 8.5 (but in the case of a
determination in respect of (c) above, only if at any time on or after
such determination, the Abbey SVR shall be below or shall fall below the
standard variable rate set by such successors or assigns or those deriving
title from them) and the Seller shall indemnify each of the Mortgages
Trustee, Funding and the Funding Security Trustee on demand on an
after-tax basis from and against any and all loss, liability, claim,
expense or damage suffered or incurred by any of them as a result of any
such determination referred to in this CLAUSE 7.4.
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7.5 The Seller hereby undertakes with the Mortgages Trustee, Funding and the
Funding Security Trustee that:
(a) if the long term unsecured, unsubordinated and unguaranteed debt
obligations of the Seller cease to be assigned a rating of Baa2 or
more from ▇▇▇▇▇'▇ and BBB or more from S&P and BBB or more from
Fitch, the Seller shall deliver to the Mortgages Trustee, Funding,
the Funding Security Trustee and the Rating Agencies a draft letters
of notice to each of the Borrowers of the sale and purchase effected
by this Agreement; and
(b) if the long term unsecured, unsubordinated and unguaranteed debt
obligations of the Seller cease to be assigned a rating of Baa3 or
more from ▇▇▇▇▇'▇ and BBB- or more from S&P and BBB- or more from
Fitch, then the Seller shall within 10 London Business Days of it
becoming aware of such a rating being assigned give notice of the
sale and purchase effected by this Agreement to each Borrower.
7.6 The Seller undertakes with the Mortgages Trustee, Funding and the Funding
Security Trustee that, pending completion under CLAUSE 6, the Seller:
(a) shall not do or omit to do any act or thing which might, in the
reasonable opinion of the Funding Security Trustee, prejudice the
interests of Funding and/or the Funding Security Trustee in the
Portfolio;
(b) shall promptly notify the Mortgages Trustee, Funding and the 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 Loan comprised in the 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;
(c) shall, if reasonably required so to do by the Mortgages Trustee or
the Funding Security Trustee, participate or join in any legal
proceedings to the extent necessary to protect preserve and enforce
the Seller's or the Mortgages Trustee's or Funding's or the Funding
Security Trustee's title to or interest in any Loan or its Related
Security;
(d) shall use all reasonable efforts to obtain the title numbers to each
Property in respect of which a Mortgage is registered at H.M. Land
Registry or the Land Register and the recording dates to each
Scottish Mortgage recorded at the Sasine Register to the extent that
such title number or recording date does not appear in the Exhibit
to this Agreement (or, as the case may be, the relevant New
Portfolio Notice) and shall in any event obtain the same prior to
the Interest Payment Date falling in the month during which the
first anniversary of the Closing Date (or, as the case may be, the
relevant Assignment Date) falls; and
(e) shall make and enforce claims under the Buildings Policies and the
Abbey Insurance Policies and hold the proceeds of such claims on
trust for the Mortgages Trustee or as the Mortgages Trustee may
direct.
7.7 The Seller undertakes with the Mortgages Trustee, Funding and the Funding
Security Trustee that it will not do nor omit to do any act or thing
(whether in connection with any Loan or its Related Security or any loan
or its related security owned by the Seller outside the Portfolio) which
is or constitutes or causes any non-observance or non-compliance with or
any breach of any obligation, undertaking, covenant or condition on the
part of the Seller (including,
14
without limitation, to any Borrower under any Loan or Related Security
(and without prejudice to the foregoing, the Seller shall not introduce or
maintain more than one standard variable mortgage rate). The Seller shall
indemnify each of the Mortgages Trustee, Funding and the Funding Security
Trustee on demand on an after-tax basis from and against any and all loss,
liability, claim, expense or damage suffered or incurred by any of them as
a result of any such non-observance, non-compliance or breach on the part
of the Seller referred to in this CLAUSE 7.7.
7.8 The Seller hereby further undertakes with the Mortgages Trustee and
Funding that it is and at all times shall remain solely responsible for
funding any Flexible Loan Drawings made by a Borrower and for funding any
request for any Further Advance made by a Borrower and, for the avoidance
of doubt, neither the Mortgages Trustee nor Funding will be required to
advance moneys to the Seller or to a Borrower in order to fund such a
Drawing or Further Advance in any circumstances whatsoever.
8. WARRANTIES AND REPURCHASE BY THE SELLER
8.1 The Seller makes the Representations and Warranties:
(a) in respect of each Loan and its Related Security in the Initial
Portfolio as at the date hereof and on the Initial Closing Date; and
(b) in relation to each New Loan and its Related Security in a New
Portfolio, on the date of the service of the relevant New Portfolio
Notice and on the relevant Assignment Date.
The Seller acknowledges that the Representations and Warranties are made
with a view (as the case may be) to inducing the Mortgages Trustee,
Funding and the Funding Security Trustee either to enter into this
Agreement and the other Transaction Documents to which is a party or to
agree to purchase the New Loans and their Related Security comprised in
each New Portfolio and that each of the Mortgages Trustee, Funding and the
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 in fact
possessed or discoverable by the Mortgages Trustee, Funding and/or the
Funding Security Trustee or otherwise disclosed to any of them and that
prior to entering into this Agreement and the other Transaction Documents
to which each is a party neither the Mortgages Trustee nor Funding nor the
Funding Security Trustee has made any enquiries of any matter.
8.2 The Mortgages Trustee's, Funding's and the Funding Security Trustee's sole
remedy in respect of a breach of any of the Representations and Warranties
shall be to take action under this CLAUSE 8 or under CLAUSE 6 of the
Mortgages Trust Deed.
8.3 In the event of a material breach of any of the Representations or
Warranties in respect of any Loan and/or its Related Security or if any of
the Representations or Warranties proves to be materially untrue as at the
Closing Date or, as the case may be, the relevant Assignment Date, and
provided that:
(a) the Mortgages Trustee has given the Seller not less than 20 days'
notice in writing;
(b) the Mortgages Trustee has obtained the consent of the Funding
Security Trustee; and
15
(c) such breach or untruth, where capable of remedy, is not remedied
within the 20 day period referred to in (a) (or such longer period
as Funding and the Funding Security Trustee may direct the Mortgages
Trustee),
then at Funding's and the Funding Security Trustee's direction the
Mortgages Trustee may serve upon the Seller a notice in the form of the
Loan Repurchase Notice requiring the Seller to repurchase the relevant
Loan and its Related Security (and any other Loan secured or intended to
be secured by that Related Security or any part of it) in accordance with
CLAUSE 8.5.
8.4 If the Seller accepts an application from, or makes an offer (which is
accepted) to, a Borrower for a Further Advance or a Product Switch then,
at Funding and the Funding Security Trustee's direction, the Mortgages
Trustee will serve upon the Seller a notice in the form of the Loan
Repurchase Notice requiring the Seller to repurchase the relevant Loan and
its Related Security (and any other Loan secured or intended to be secured
by that Related Security or any part of it) in accordance with CLAUSE 8.5.
8.5 Upon receipt of a Loan Repurchase Notice duly signed on behalf of the
Mortgages Trustee, the Seller shall sign and return a duplicate copy and
shall repurchase from the Mortgages Trustee, and the Mortgages Trustee
shall re-assign to the Seller free from the Security created by the
Funding Deed of Charge, the relevant Loan (and any other Loan secured or
intended to be secured by that Related Security or any part of it) and
their Related Security. Completion of such repurchase shall take place on
the Distribution Date after receipt of such notice by the Seller or such
other date as the Mortgages Trustee may direct in the Loan Repurchase
Notice (provided that the date so specified by the Mortgages Trustee shall
not be later than 90 days after receipt by the Seller of such notice) when
the Seller shall pay to the Mortgages Trustee GIC Account (or as the
Mortgages Trustee shall direct) an amount equal to the aggregate
Outstanding Principal Balance of such Loan or Loans and any Related
Security and all Arrears of Interest and Accrued Interest relating thereto
as at the date of such repurchase and the provisions of CLAUSE 8.6 shall
apply.
8.6 On the date of completion of any repurchase of a Loan and its Related
Security in accordance with CLAUSE 8.5 above, the Funding Security
Trustee, the Mortgages Trustee and Funding shall at the cost of the Seller
execute and deliver or cause their respective duly authorised attorneys to
execute and deliver to the Seller:
(a) a memorandum of release of such Loan and its Related Security from
the security constituted by the Funding Deed of Charge in a form
reasonably acceptable to the Seller;
(b) if completion of the assignment to the Mortgages Trustee has
occurred in accordance with CLAUSE 6:
(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;
16
(c) a re-assignment 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
MIG Policies, be substantially in the form of the Assignment of MIG
Policies); and
(d) a notification to the Servicer that all further sums due in respect
of such repurchased Loan are for the Seller's account.
Upon such completion the Seller shall cease to be under any further
obligation to hold any Title Deeds or other documents relating to such
Loan or Loans and its Related Security to the order of the Mortgages
Trustee and if the Mortgages Trustee holds the Title Deeds it will return
them to the Seller. Any such repurchase by the Seller of a Loan or Loans
and its or their Related Security shall constitute a discharge and release
of the Seller from any claims which the Mortgages Trustee and/or Funding
or the Funding Security Trustee may have against the Seller arising from
the relevant Representation or Warranty in relation to that Loan or 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 Loan and other
Related Security.
8.7 Forthwith after the Seller becomes aware of any event which may reasonably
give rise to an obligation under CLAUSE 8.5 to repurchase any Loan it
shall notify the Mortgages Trustee, Funding and the Funding Security
Trustee in writing thereof as soon as reasonably practicable.
8.8 The terms of this CLAUSE 8 shall not prejudice the rights of the Mortgages
Trustee or the Beneficiaries under the Mortgages Trust Deed.
8.9 The parties to this Agreement may, with the prior consent of the Funding
Security Trustee, waive or amend the Representations and Warranties. In
determining whether to give its consent to the proposed waiver or
amendments to the Representations and Warranties, the Funding Security
Trustee shall, in relation to the First Issue, exercise its discretion in
accordance with the terms of the Funding Deed of Charge and in relation to
the Second Issue, the Third Issue and any New Issue, shall give its
consent thereto provided that the Rating Agencies have confirmed that the
then current ratings of the Notes would not be adversely affected as a
result of such amendments (but without prejudice to the exercise by the
Funding Security Trustee of its discretions in relation to the First
Issue).
9. OTHER WARRANTIES
The Seller represents and warrants to the Mortgages Trustee, Funding and
the Funding Security Trustee that:
(a) the Seller has not acquired or owned or possessed any rights in any
Issuer, the Mortgage Trustee or Funding such that it would "control"
such Issuer within the meaning of section 416 ICTA 1988; and
(b) there is not any "connection" (within the meaning of Section 87
Finance Act 1996) between any Issuer and any Borrower.
17
10. 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).
11. CONSEQUENCES OF BREACH
Without prejudice to CLAUSE 8, Funding and the Mortgages Trustee and the
Funding Security Trustee severally acknowledge to and agree with the
Seller, and the Funding Security Trustee acknowledges to and agrees with
Funding and the Mortgages Trustee, that the Seller shall have no liability
or responsibility (whether, in either case, contractual, tortious, or
delictual, express or implied) for any loss or damage for or in respect of
any breach of, or any act or omission in respect of, any of its
obligations hereunder other than loss or damage directly (and not
indirectly or consequentially) suffered by the Mortgages Trustee and/or
Funding or the assets comprised in the security constituted by the Funding
Deed of Charge by reason of such breach, act or omission. For this purpose
(and without limiting the scope of the above exclusion in respect of
indirect or consequential loss or damage) any loss or damage suffered by
the Mortgages Trustee and/or Funding or such assets which would not have
been suffered by it or such assets had the breach, act or omission in
question not also been or given rise to an Event of Default or enforcement
of the security constituted by the Funding Deed of Charge shall be treated
as indirect or consequential loss or damage.
12. SUBORDINATION
The Seller agrees with Funding, the Mortgages Trustee and the Funding
Security Trustee that on the enforcement of any Mortgage any sums owed to
the Seller by a Borrower and which are 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 which are secured under such
Mortgage and to the rights and remedies of the Mortgages Trustee in
respect of such sums owed to the Mortgages Trustee by the Borrower.
13. 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 indemnity in CLAUSE 6.5 and the provisions of
CLAUSE 4) shall not merge and shall remain in full force and effect
notwithstanding the sale and purchase contemplated by this Agreement.
14. 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.
15. PAYMENTS
Except as otherwise specifically provided, 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
18
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.
16. WAIVERS AND VARIATION
16.1 Exercise or failure to exercise any right under this Agreement shall not,
unless otherwise herein provided, constitute a waiver of that or any other
right.
16.2 No variation of this Agreement shall be effective unless it is in writing
and signed by (or by some person duly authorised by) each of the parties
hereto.
17. 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 by facsimile transmission and shall be deemed to be given (in
the case of facsimile transmission) when despatched 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 Abbey National plc, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number (▇▇) ▇▇ ▇▇▇▇ ▇▇▇▇) for the
attention of the Company Secretary with a copy to Abbey National
plc, c/o Abbey House, (AAM 319), ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number (▇▇) ▇▇▇▇ ▇▇▇▇▇▇) for the attention
of Securitisation Team, Risk Operations;
(b) in the case of Funding, to ▇▇▇▇▇▇ Funding Limited, c/o Abbey
National plc, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile
number (▇▇) ▇▇ ▇▇▇▇ ▇▇▇▇) for the attention of the Company Secretary
with a copy to Abbey National plc, c/o Abbey House, (AAM 319), ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number (44) 1908
344217) for the attention of Securitisation Team, Risk Operations;
(c) in the case of the Mortgages Trustee, to ▇▇▇▇▇▇ Trustees Limited,
c/o Abbey National plc, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(facsimile number (▇▇) ▇▇ ▇▇▇▇ ▇▇▇▇) for the attention of the
Company Secretary with a copy to Abbey National plc, c/o Abbey
House, (AAM 319), ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(facsimile number (▇▇) ▇▇▇▇ ▇▇▇▇▇▇) for the attention of
Securitisation Team, Risk Operations; and
(d) in the case of the Funding Security Trustee, to JPMorgan Chase Bank,
London Branch, Trinity Tower, 9 ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(facsimile number (▇▇) ▇▇ ▇▇▇▇ ▇▇▇▇) for the attention of the
Manager, Trust Administration,
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 17.
18. ASSIGNMENT
18.1 Subject always to the provisions of CLAUSE 19, no party hereto shall be
entitled to assign all or any part of its rights or obligations hereunder
to any other party without the prior written consent of each of the other
parties hereto (which shall not, if requested, be unreasonably withheld)
save that Funding shall be entitled to assign whether by way of security
or otherwise all or any of its rights under this Agreement without such
consent to the Funding
19
Security Trustee pursuant to the Funding Deed of Charge and the Funding
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 Security Trustee under the Funding Deed of Charge.
18.2 The Seller acknowledges that on the assignment pursuant to the Funding
Deed of Charge by Funding to the Funding Security Trustee of Funding's
rights under this Agreement the Funding Security Trustee may enforce such
rights in the Funding 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 Funding Security Trustee any rights or
equities in its favour arising from any course of dealing between the
Seller and Funding.
19. CHANGE OF FUNDING SECURITY TRUSTEE
19.1 If there is any change in the identity of the Funding Security Trustee in
accordance with the Funding Deed of Charge, the Seller, the Mortgages
Trustee and Funding shall execute such documents and take such action as
the successor Funding Security Trustee and the outgoing Funding Security
Trustee may reasonably require for the purpose of vesting in the successor
Funding Security Trustee the rights and obligations of the outgoing
Funding Security Trustee hereunder and releasing the outgoing Funding
Security Trustee from its future obligations under this Agreement and the
Seller shall give notice thereof to the Rating Agencies.
19.2 It is hereby acknowledged and agreed that by its execution of this
Agreement the Funding Security Trustee shall not assume or have any of the
obligations or liabilities of the Seller or Funding or the Mortgages
Trustee hereunder.
20. NEW INTERCOMPANY LOANS
If Funding enters into a New Intercompany Loan Agreement, then the Seller,
Funding, the Funding Security Trustee and the Mortgages Trustee shall
execute such documents and take such action as may be reasonably required
by the Funding Security Trustee and the Rating Agencies for the purpose of
including the New Issuer in the Transaction including, without limitation:
(a) effecting any necessary changes to CLAUSE 4.2;
(b) ensuring that any Transaction Document relevant to a New Issue has
been executed and delivered prior to the Relevant Closing Date; and
(c) executing and delivering all Assignments of MIG Policies and
Assignments of Third Party Rights in relation to any New Portfolio.
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) ▇▇▇ ▇▇▇▇.
22. GOVERNING LAW
22.1 This Agreement shall be governed by and construed in accordance with the
laws of England (provided that any terms hereof which are particular to
Scots law shall be construed in accordance with the laws of Scotland).
20
22.2 This Agreement may be executed (manually or by facsimile) in any number of
counterparts and all such counterparts taken together shall be deemed to
constitute one and the same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Agreement for delivery
on the day and year first before written.
SIGNED for and on behalf of )
ABBEY NATIONAL PLC )
SIGNED for and on behalf of )
▇▇▇▇▇▇ FUNDING LIMITED )
SIGNED for and on behalf of )
▇▇▇▇▇▇ TRUSTEES LIMITED )
SIGNED for and on behalf of )
JPMORGAN CHASE BANK, )
LONDON BRANCH )
21
SCHEDULE 1
REPRESENTATIONS AND WARRANTIES
1. LOANS
1.1 The particulars of the Loans set out in the Exhibit (or, as the case may
be, the relevant New Portfolio Notice) are true, complete and accurate in
all material respects.
1.2 Each Loan was originated by the Seller and was originated and is
denominated in pounds sterling (or was originated and is denominated in
Euro if the Euro has been adopted as the lawful currency for the time
being of the United Kingdom).
1.3 Each Loan in the Initial Portfolio was made not earlier than 1st August,
1995 and not later than 31st December, 1999, and each Loan in each New
Portfolio was made not later than three calendar months before the
relevant Assignment Date and each Loan matures for repayment not later
than July 2038.
1.4 No Loan has an Outstanding Principal Balance of more than (pound)350,000.
1.5 The Lending Criteria are the lending criteria applicable to the Loans and
their Related Security.
1.6 Prior to the making of each Initial Advance or Further Advance:
(a) the Lending Criteria and all preconditions to the making of any Loan
were satisfied in all material respects subject only to such
exceptions as would be acceptable to a reasonable, prudent mortgage
lender; and
(b) the requirements of the relevant MIG Policy were met, so far as
applicable to that Loan.
1.7 (a) Each Loan was made and its Related Security taken substantially on
the terms of the Standard Documentation without any material
variation thereto and nothing has been done subsequently to add to,
lessen, modify or otherwise vary the express provisions of any of
the same in any material respect.
(b) The brochures, application forms, offers, offer conditions and
marketing material distributed by the Seller to the Borrower when
offering a Loan to a Borrower:
(A) do not conflict in any material respect with the terms of the
relevant Standard Documentation agreed to by the relevant
Borrower at the time that the Loan was entered into;
(B) do not conflict with and would not prohibit or otherwise limit
the terms of, the Transaction Documents or the matters
contemplated thereby, including for the avoidance of doubt and
without limitation:
(i) the assignment and transfer of the Loans and their
Related Security to the Mortgages Trustee;
(ii) the administration of the Loans and their Related
Security by the Seller or a delegate of the Seller or
the appointment of a new Servicer
22
following the occurrence of an Insolvency Event in
relation to the Seller; and
(iii) so far as the Seller is aware to the best of its
knowledge, information and belief, the ability of the
Mortgages Trustee or the Funding Security Trustee to set
the variable rate payable under any Variable Rate Loan
independently of (and without regard to the level of)
the Abbey SVR, subject to any applicable cap on that
variable rate which is not itself linked to any rate set
by the Seller and to set the variable margin under any
Tracker Loan independently of (and without regard to the
level of) any differential set by the Seller, subject to
any applicable cap on that variable margin which is not
itself linked to any margin set by the Seller.
1.8 The Seller is under no obligation to make further advances (other than
Flexible Loan Drawings and Delayed Cashbacks) or to release retentions or
to pay fees or other sums relating to any Loan or its Related Security to
any Borrower.
1.9 Each Borrower has made at least one Monthly Payment.
1.10 Other than with respect to monthly interest payments, no Borrower is or
has, since the date of the relevant Mortgage, been in material breach of
any obligation owed in respect of the relevant Loan or under the Related
Security and accordingly no steps have been taken by the Seller to enforce
any Related Security.
1.11 The total amount of arrears of interest or principal, together with any
fees, commissions and premiums payable at the same time as such interest
payment or principal repayment, on any Loan is not on the Initial Closing
Date (or, as the case may be, the Assignment Date) more than the Monthly
Payment payable in respect of such Loan in respect of the month in which
such date falls and has at no date in the past been more than two times
the Monthly Payment payable in respect of such Loan in respect of the
month in which such date falls.
1.12 No Loan is guaranteed by a third party.
1.13 The Outstanding Principal Balance, all Accrued Interest and all Arrears of
Interest on each Loan and its Related Security constitute a valid debt due
to the Seller from the relevant Borrower and the terms of each Loan and
its Related Security constitute valid and binding obligations of the
Borrower.
1.14 Interest on each Loan is charged in accordance with the Standard
Documentation.
1.15 Interest on each Loan is payable monthly in arrears.
1.16 No agreement for any Loan or any part of it is or has even been, wholly or
partly regulated by the Consumer Credit ▇▇▇ ▇▇▇▇ (other than Sections 137
to 140 of such Act) or any modification or re-enactment thereof or, to the
extent it is so regulated or partly regulated, all the requirements of the
Consumer Credit ▇▇▇ ▇▇▇▇ as modified or re-enacted have been met in full.
No agreement for any Loan or any part of it constitutes an extortionate
credit bargain under Sections 137 to 140 of such Act.
1.17 All of the Borrowers are individuals.
1.18 No Loan in the Initial Portfolio is a Flexible Loan.
23
1.19 In relation to any Loan in respect of which interest is calculated by
reference to SVR, the Mortgages Trustee or the Funding Security Trustee
has a right pursuant to the Mortgage Terms to set the SVR at any time and
from time to time at a level which is independent of the right pursuant to
the Mortgage Terms to set the variable margin applicable to any Tracker
Loan and such SVR is and will be binding on the Borrower and enforceable
against it. The Seller has not, since the date of the relevant Mortgage,
done or omitted to do any act or thing which has caused any non-observance
or non-compliance with nor any breach of any obligation, undertaking,
covenant or condition on the part of the Seller under any Loan or its
Related Security.
2. MORTGAGES
2.1 The whole of the Outstanding Principal Balance on each Loan and any
Arrears of Interest and all Accrued Interest is secured by a Mortgage.
2.2 Each Mortgage is in the form of the pro forma contained in the Standard
Documentation.
2.3 Each Mortgage constitutes a valid and subsisting first charge by way of
legal mortgage or first ranking standard security over the relevant
Property (except in the case of some Flexible Loans in respect of which
the Mortgage may constitute valid and subsisting first and second charges
by way of legal mortgage or first and second ranking standard securities
over the relevant Property) subject only in certain appropriate cases to
applications for registrations or recordings at H.M. Land Registry or the
Registers of Scotland which where requisite have been made and are pending
and in relation to such cases the Seller is not aware of any caution,
notice, inhibition or any other matter that would prevent such
registration or recording.
2.4 Each Mortgage (or, in the case of some Flexible Loans, each first and
second Mortgage together) has first priority for the whole of the
Outstanding Principal Balance on the Loan and all Arrears of Interest and
Accrued Interest thereon and all future interest, fees, costs and expenses
payable under or in respect of such Mortgage.
2.5 None of the Mortgages secures a Loan made to a tenant to purchase a
dwelling pursuant to the Housing ▇▇▇ ▇▇▇▇ or the Housing (Scotland) ▇▇▇
▇▇▇▇ or any subsequent applicable right-to-buy legislation.
2.6 Each Loan and its Related Security is, save in relation to any Loan and
Related Security which is not binding by virtue of the Unfair Terms in
Consumer Contracts Regulations 1994 or (as the case may be) the Unfair
Terms in Consumer Contracts Regulations 1999, valid and binding and
enforceable in accordance with its terms. To the best of the Seller's
knowledge, none of the Loans or their Related Security is not binding by
virtue of its being unfair pursuant to the Unfair Terms in Consumer
Contracts Regulations 1994 or (as the case may be) the Unfair Terms in
Consumer Contracts Regulations 1999.
2.7 Each of the Mortgages over Registered Land is protected by a restriction
prohibiting any dealings in the relevant title without the consent of the
Seller unless the Seller is prevented by any change in legislation or the
decision of any competent court, authority or regulatory body applicable
to mortgage lenders (or a class of them) generally from imposing such a
restriction.
3. THE PROPERTIES
3.1 All of the Properties are in England, Wales or Scotland.
24
3.2 Each Property constitutes a separate dwelling unit and is either freehold,
heritable or leasehold.
3.3 Every person who, at the date upon which an English Mortgage was granted,
had attained the age of eighteen and was or was in or about to be in
actual occupation of the relevant Property, is either named as a Borrower
or has signed a Deed of Consent in the form of the pro forma contained in
the Standard Documentation. At the date upon which any Scottish Mortgage
was granted, all necessary MHA Documentation had been obtained so as to
ensure that neither that Scottish Mortgage nor the related Property is
subject to or affected by any statutory right of occupancy.
3.4 No Property has been let otherwise than by way of:
(a) an assured shorthold tenancy which meets the requirements of section
19A or section 20 of the Housing ▇▇▇ ▇▇▇▇; or
(b) an assured tenancy; or
(c) a short assured tenancy which meets the requirements of section 32
of the Housing (Scotland) ▇▇▇ ▇▇▇▇
in each case which meets the Seller's Policy in connection with lettings
to non-owners.
3.5 No Property is the subject of a shared ownership lease arrangement or
staircase purchasing arrangement.
4. VALUERS' AND SOLICITORS' REPORTS
4.1 Not more than six months prior to the grant of each Mortgage (or such
longer period as may be acceptable to a reasonable, prudent mortgage
lender) the Seller received a Valuation Report on the relevant Property
(or such other form of report concerning the valuation of the relevant
Property as would be acceptable to a reasonable, prudent mortgage lender),
the contents of which were such as would be acceptable to a reasonable,
prudent mortgage lender.
4.2 The principal amount of the Initial Advance other than with respect to
Flexible Loans with a LTV ratio of between 75 per cent. and 89.99 per
cent. advanced to then existing Abbey National Borrowers (including any
retention(s) subsequently advanced to the Borrower but disregarding
Capitalised Expenses) is either:
(a) not more than 75 per cent. of the lower of the purchase price and
the appraised value of the Property as stated in the valuation
report referred to above in paragraph 4.1 (the "APPRAISED VALUE")
(or, in case of a remortgage, of the appraised value) of the
Property; or
(b) greater than 75 per cent. (but not more than 95 per cent.) of the
lower of the purchase price and the appraised value (or, in the case
of a remortgage, of the appraised value), in which case that part of
the Initial Advance which exceeds 75 per cent. of the lower of the
purchase price and the appraised value (or, in the case of a
remortgage, of the appraised value) is recoverable under a MIG
Policy.
25
4.3 Prior to the taking of each Mortgage, the Seller:
(a) instructed the Seller's solicitor or licensed or qualified
conveyancer to carry out an investigation of title to the relevant
Property and to undertake such other searches, investigation,
enquiries and other actions on behalf of the Seller as are set out
in the General Instructions to Solicitors or the Lenders' Handbook
contained in the Standard Documentation (or such comparable or
successor instructions and/or guidelines as may for the time being
be in place), subject only to such variations as would be acceptable
to a reasonable, prudent mortgage lender; and
(b) received a Certificate of Title from the solicitor or licensed or
qualified conveyancer referred to in paragraph (a) relating to such
Property the contents of which were such as would be acceptable to a
reasonable, prudent mortgage lender.
4.4 The benefit of all Valuation Reports any other valuation report referred
to in paragraph 4.1, Home Loan Protection Policies and Certificates of
Title can be validly assigned to the Mortgages Trustee without obtaining
the consent of the relevant valuer, Insurer, solicitor or licensed or
qualified conveyancer.
4.5 Each solicitor or licensed or qualified conveyancer has complied with the
instructions referred to in paragraph 4.3(a).
5. BUILDINGS INSURANCE
5.1 Insurance cover for each Property is or will at all relevant times be
available under:
(a) a policy arranged by the Borrower in accordance with the relevant
Mortgage Conditions or in accordance with the Alternative Insurance
Recommendations; or
(b) Abbey National Plc Policies or a policy introduced to the Borrower
by Abbey National; or
(c) a policy arranged by the relevant landlord; or
(d) the Properties in Possession Policy.
5.2 No act, event or circumstance has occurred which would adversely affect
the Properties in Possession Policy or entitle the insurers to refuse to
make payment thereunder or to reduce the amount payable in respect of any
claim thereunder.
5.3 All claims under the Properties in Possession Policy have been paid in
full within a reasonable time of the date of submission of the claim and,
save in respect of minor claims, there are no claims outstanding.
6. MIG POLICIES
6.1 Where applicable, the MIG Policies are in full force and effect in
relation to the Portfolio and all premiums thereon have been paid.
6.2 The benefit of the MIG Policies can be and will, with effect from the
Closing Date (or, as the case may be, the relevant Assignment Date), have
been (or, as the case may be, will be) validly assigned to the Mortgages
Trustee and charged to the Funding Security Trustee,
26
insofar as they relate to the Initial Portfolio (or, as the case may be,
the relevant New Portfolio).
6.3 No act, event or circumstance has occurred which would adversely affect
the MIG Policies or entitle the insurers to refuse to make payment
thereunder or to reduce the amount payable in respect of any claim
thereunder in each case so as adversely to affect the Trust Property or
any part of it.
6.4 All valid claims under the MIG Policies have been paid in full within a
reasonable time of the date of submission of the claim.
7. THE SELLER'S TITLE
7.1 The Seller has good title to, and is the absolute unencumbered legal and
beneficial owner of, all property, interests, rights and benefits agreed
to be sold by the Seller to the Mortgages Trustee pursuant to this
Agreement free and clear of all mortgages, securities, charges, liens,
encumbrances, claims and equities (including, without limitation, rights
of set-off or counterclaim and overriding interests within the meaning of
section 3 (xvi) of the Land Registration ▇▇▇ ▇▇▇▇ or section 28(1) of the
Land Registration (Scotland) Act 1979) and the Seller is not in breach of
any covenant or obligation implied by reason of its selling the Portfolio
with full title guarantee or absolute warrandice (or which would be
implied if the Registered Transfers or Unregistered Transfers or Scottish
Transfers, as applicable, were completed).
7.2 All steps necessary to perfect the Seller's title to the Loans and the
Related Security were duly taken at the appropriate time or are in the
process of being taken, in each case (where relevant) within any
applicable priority periods or time limits for registration with all due
diligence and without undue delay.
7.3 Save for Title Deeds held at H.M. Land Registry or the Registers of
Scotland, the Title Deeds and the Customer Files relating to each of the
Loans and their Related Security are held by, or are under the control of:
(a) the Seller; or
(b) the Seller's solicitors to the order of the Seller,
and the Title Deeds held at H.M. Land Registry have been sent to it with a
request that any such Title Deeds will be returned to the Seller or its
solicitors on its behalf.
7.4 Neither the entry by the Seller into this Agreement nor any transfer or
assignment contemplated by this Agreement affects or will adversely affect
any of the Loans and their Related Security and the Seller may freely
transfer and assign its interest therein without breaching any term or
condition applying to any of them.
7.5 The Seller has not knowingly waived or acquiesced in any breach of any of
its rights in respect of a Loan or Mortgage, other than waivers and
acquiescence such as a reasonable, prudent mortgage lender might make.
27
8. GENERAL
8.1 The Seller has, since the making of each Loan, kept or procured the
keeping of full and proper accounts, books and records showing clearly all
transactions, payments, receipts, proceedings and notices relating to such
Loan.
8.2 Neither the Seller nor any of its agents has received written notice of
any litigation or dispute (subsisting, threatened or pending) in respect
of any Borrower, Property, Loan, Related Security, MIG Policy or
Properties in Possession Policy which might have a material adverse effect
on the Trust Property or any part of it.
8.3 The Seller has received from each Borrower a variable direct debit
instruction in favour of the Seller signed by the relevant Borrower and
addressed to its bank, variable as to the amount payable by such Borrower
by unilateral notice given from time to time by the Seller to such
Borrower's bank without further instruction or consent from such Borrower
or such other method of payment as may be acceptable to a reasonable,
prudent mortgage lender.
8.4 There are no authorisations, approvals, licences or consents required as
appropriate for the Seller to enter into or to perform the obligations
under this Agreement or to render this Agreement legal, valid, binding,
enforceable and admissible in evidence.
8.5 The Insurance Acknowledgements are valid, binding and enforceable against
the relevant insurer by the Mortgages Trustee and the Funding Security
Trustee.
28
SCHEDULE 2
REGISTERED TRANSFER
IN THE FORM OF HM LAND REGISTRY FORM TR4 AS SHOWN OVERLEAF WITH SUCH AMENDMENTS
AS THE MORTGAGES TRUSTEE MAY REASONABLY REQUIRE TO GIVE EFFECT TO THIS AGREEMENT
OR IN SUCH OTHER FORM AS THE MORTGAGES TRUSTEE MAY REASONABLY REQUIRE TO TAKE
ACCOUNT OF CHANGES IN LAW OR PRACTICE.
29
SCHEDULE 3
UNREGISTERED TRANSFER
THIS DEED OF TRANSFER OF MORTGAGES is made the _____ day of _____________ 20[__]
BETWEEN:
(1) ABBEY NATIONAL PLC whose registered office is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (hereinafter called the "TRANSFEROR") of the one
part; and
(2) ▇▇▇▇▇▇ TRUSTEES LIMITED whose registered office is ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (hereinafter called the ("TRANSFEREE") of the other
part.
WHEREAS:
(A) By the charges by way of legal mortgage (the "MORTGAGES") brief
particulars of which are set out in the Annexure hereto the properties
brief particulars of which are similarly set out became security for the
repayment of the moneys therein mentioned.
(B) By a Mortgage Sale Agreement (as amended and/or restated from time to
time) made between, inter alia, the Transferor and the Transferee on 26th
July, 2000, the Transferor agreed to sell and the Transferee agreed to buy
all right, title, interest, benefit and obligation (both present and
future) of the Transferor in and under those Mortgages and all other
mortgages in favour of the Transferor over such properties which do not
relate to registered land for the consideration mentioned in the said
Mortgage Sale Agreement.
NOW THIS DEED WITNESSETH as follows:
The Transferor hereby transfers unto the Transferee with full title guarantee
all right, title, interest, benefit and obligation (both present and future) of
the mortgagee in and under the Mortgages which do not relate to registered land
including for the avoidance of doubt:
(a) the right to demand, ▇▇▇ for, recover, receive and give receipts for all
principal moneys payable or to become payable under the relevant Mortgages
or the unpaid part thereof and the interest due or to become due thereon
(provided that the principal moneys payable under any Mortgage shall not
be deemed to be due for the purpose of this paragraph merely because the
legal date for redemption of the relevant Mortgage has passed);
(b) the benefit of all securities for such principal moneys and interest, the
benefit of all consents to mortgage signed by occupiers of the mortgaged
properties and the benefit of and the right to ▇▇▇ on all covenants with,
or vested in, the mortgagee in each Mortgage and the rights to exercise
all powers of the mortgagee in relation to each Mortgage;
(c) all the estate and interest in the mortgaged properties vested in the
mortgagee subject to redemption or cesser; and
(d) all causes of action of the mortgagee against any person in connection
with any report, valuation, opinion, certificate, consent to mortgage or
other statement of fact or opinion given in connection with any Mortgage
or affecting the decision to make the relevant advance.
IN WITNESS of which this document has been executed and delivered as a deed the
day and year first before written.
30
THE COMMON SEAL of )
ABBEY NATIONAL PLC )
was hereunto affixed in the )
presence of: )
..................................... Authorised Signatory
..................................... Authorised Signatory
31
SCHEDULE 4
LENDING CRITERIA
LENDING CRITERIA
The Loans in the Initial Portfolio or, as the case may be, the relevant New
Portfolio were originated according to the Seller's lending policy at the
relevant time, which in the case of the Initial Portfolio included the criteria
set out below. However, the Seller retains the right to revise its lending
policy from time to time, and so the criteria applicable to the New Loans may
not be the same as those set out below.
(1) Types of Property
Properties may be either freehold, heritable or leasehold. In the case of
leasehold properties, the unexpired portion of the lease must in most
cases not expire earlier than 30 years after the term of the Loan.
All properties have been valued by a valuer approved by the Seller.
(2) Term of Loan
There is no minimum term on the Loans. The maximum term is normally 35
years. For interest only loans where the Borrower is using a pension plan
as the relevant repayment mechanism to repay the loan at maturity, the
maximum term is extended to 57 years to reflect the long-term nature of
pension plans. For such pension-linked loans, if the property is a
leasehold and the lease has 55 or fewer years unexpired as at the date of
completion of the mortgage, the maximum term is 25 years. Otherwise, the
maximum term on a leasehold property may not exceed the unexpired residue
of the term of the relevant lease.
(3) Age of Applicant
All Borrowers must be aged 18 or over. The Mortgage Account must mature no
later than the time when the Borrower reaches 85 years of age if the Loan
has a related MIG policy. Otherwise there is no maximum age limit unless
the Mortgage Account is linked to a pension policy when the Mortgage
Account must mature no later than the time when the Borrower reaches 75
years of age.
(4) Loan to Value Ratio
The maximum original loan to value ratio of Loans in the Initial Portfolio
is 95 per cent. (excluding any capitalised high loan to value fee, booking
fee or valuation fee).
Value is determined, in the case of a remortgage, on the basis of the
valuer's valuation only and, in the case of a Property which is being
purchased, on the lower of the valuer's valuation and the purchase price
and, in the case of a further advance, on the basis of the valuer's
valuation or, where appropriate, according to a methodology which would
meet the standards of a reasonable, prudent mortgage lender and which has
been approved by the Director of Group Property and Survey of the Seller
(or his successor).
32
(5) Mortgage Indemnity Policy
Cover under the then current MIG Policies was required for each Mortgage
Account where the aggregate of the Outstanding Principal Balance at
origination (excluding capitalised High Loan-to-Value Fees, booking fees
or valuation fees), or the aggregate Outstanding Principal Balance
(including any further advance at the time at which it was advanced),
exceeded 75 per cent. of the Property value as determined above.
(6) Status of Applicant(s)
The maximum amount of the aggregate Loan(s) under a Mortgage Account is
determined by a number of factors, including the applicant's income. In
determining income, the Seller includes basic salary, regular overtime,
bonus and commission as primary income. If these payments are not
guaranteed or regular, they are treated as secondary income, together
with, inter alia, rental income from tenanted residential property (up to
75 per cent. of such rental income).
The amount available is initially calculated as follows:
Single Applicant -- 3 times primary income plus 1 times secondary
income.
Multiple -- 3 times primary income of one applicant plus
primary income of any other applicant (up to a
maximum of 3 other applicants) plus 1 times
secondary income of all applicants, or
2.5 times joint primary income (of
two applicants) plus 1 times
primary income of any other
applicant plus 1 times secondary
income of all applicants
This criterion is similarly applied to the relevant share of net profit
for self employed applicants.
The Seller may exercise discretion within its lending criteria in applying
those factors which are used to determine the maximum amount of the
Loan(s). Accordingly, the above parameters may vary.
(7) Credit History
(a) Credit Search
A credit search is carried out in respect of all applicants. Applications
may be declined where an adverse credit history (e.g. county court
judgement, default, bankruptcy notice) is revealed.
(b) Existing Lender's Reference
The Seller may also seek a reference from any existing and/or previous
lender. Any reference must satisfy the Seller that the account has been
properly conducted and that no history of material arrears exists.
33
(c) First Time Buyers/Applicants in rented accommodation
Where applicants currently reside in rented accommodation, a landlord's
reference may be sought by the Seller. In addition, if considered
appropriate, a further reference may be taken in connection with any other
property rented by the applicant(s) within the three preceding years.
(d) Bank Reference
A bank reference may be sought or the applicants may be required to
provide bank statements in support of their application.
(8) Scorecard
The Seller uses some of the above criteria and various other criteria to
provide an overall score for the application which reflects a statistical
analysis of the risk of advancing the Loan.
34
SCHEDULE 5
POWER OF ATTORNEY IN FAVOUR OF FUNDING, THE MORTGAGES TRUSTEE,
FUNDING AND THE FUNDING SECURITY TRUSTEE
THIS DEED OF POWER OF ATTORNEY is made on the [__], 2002 by:
(1) ABBEY NATIONAL PLC whose registered office is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (registered number 2294747) (the "SELLER");
in favour of each of:
(2) ▇▇▇▇▇▇ FUNDING LIMITED whose registered office is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (registered number 3982428) ("FUNDING");
(3) ▇▇▇▇▇▇ TRUSTEES LIMITED whose registered office is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (registered number 3982431) (the "MORTGAGES
TRUSTEE"); and
(4) JPMORGAN CHASE BANK, LONDON BRANCH (formerly known as The Chase Manhattan
Bank, London Branch) whose principal office is at ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ in its capacity as trustee (the "FUNDING
SECURITY TRUSTEE", which expression shall include such company and all
other persons or companies for the time being acting as the trustee or
trustees under the Funding Deed of Charge).
WHEREAS:
(1) By virtue of a mortgage sale agreement (the "MORTGAGE SALE AGREEMENT")
dated 26th July, 2000, as amended on 29th November, 2000, as amended and
restated on 23rd May, 2001, as amended and restated on 5th July, 2001, as
amended and restated on 8th November, 2001 and as amended and restated on
[__, 2002] and made between the Seller (1) Funding (2) the Mortgages
Trustee (3) and The Chase Manhattan Bank, London Branch (4) provision was
made for the execution by the Seller of this Power of Attorney.
(2) Words and phrases in this Deed shall (save where expressed to the
contrary) have the same meanings respectively as the words and phrases in
the Master Definitions Schedule dated [__], 2002 and signed for the
purposes of identification by ▇▇▇▇▇ & ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ and May.
NOW THIS DEED WITNESSETH:
1. The Seller irrevocably and by way of security for the performance of the
covenants, conditions and undertakings on the part of the Seller contained
in the Mortgage Sale Agreement and the Servicing 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 that
Attorney's interest in the Loans and their Related Security or which ought
to be done under the covenants, undertakings and provisions contained in
the Mortgage Sale Agreement including (without limitation) any or all of
the following that is say:
(a) to execute, sign, seal and deliver (using the company seal of the
Seller where appropriate) a conveyance, assignment, assignation or
transfer of the Loans or any of
35
them to the Mortgages Trustee and its successors in title or other
person or persons entitled to the benefit thereof;
(b) 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 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
at H.M. Land Registry as proprietor thereof or to be registered or
recorded in the Registers of Scotland as heritable creditor thereof
(as the case may be);
(c) 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 Loans 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 including any of the acts referred to in
CLAUSE 6.2(A) TO (C) of the Mortgage Sale Agreement;
(d) to exercise its rights, powers and discretions under the Loans
including the right to fix the rate or rates of interest payable
under the Loans in accordance with the terms thereof;
(e) to discharge the Mortgages or any of them and to sign, seal, deliver
and execute such receipts releases surrenders instruments and deeds
as may be requisite or advisable in order to discharge the relevant
Property or Properties from the Mortgages or any of them; and
(f) to exercise all the powers of the Seller in relation to such Loans
and their Related Security.
2. Each Attorney shall have the power by writing under its hand by an officer
of the Attorney from time to time to appoint a substitute who shall have
power to act on behalf of the Seller as if that substitute shall have been
originally appointed Attorney by this Deed (including, without limitation,
the power of further substitution) and/or to revoke any such appointment
at any time without assigning any reason therefor.
3. The laws of England shall apply to this Deed and the interpretation
thereof and to all acts of the Attorney carried our or purported to be
carried out under the terms hereof.
4. The Seller hereby agrees at all times hereafter to ratify and confirm
whatsoever the said Attorney or its attorneys shall lawfully do or cause
to be done in and concerning the Loans or their Related Security by virtue
of this Deed.
36
IN WITNESS WHEREOF the Seller has executed this document as a deed the day and
year first before written.
THE COMMON SEAL of )
ABBEY NATIONAL PLC )
was hereunto affixed in )
the presence of: )
.................................... Authorised Signatory
.................................... Authorised Signatory
37
SCHEDULE 6
LOAN REPURCHASE NOTICE
Dated [______________]
1. It is hereby agreed that for the purpose of this notice the "PRINCIPAL
AGREEMENT" shall mean the Mortgage Sale Agreement dated 26th July, 2000
(as amended and/or restated from time to time) made between ABBEY NATIONAL
PLC (the "SELLER") (1) ▇▇▇▇▇▇ FUNDING LIMITED (2) ▇▇▇▇▇▇ TRUSTEES LIMITED
(the "MORTGAGES TRUSTEE") (3) and JPMORGAN CHASE BANK, LONDON BRANCH
(formerly known as The Chase Manhattan Bank, London Branch) (the "FUNDING
SECURITY TRUSTEE") (4).
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 CLAUSE 8.4 of the Principal Agreement, upon receipt of
this Loan Repurchase Notice by the Seller there shall exist between the
Seller and the Mortgages Trustee an agreement (the "AGREEMENT FOR SALE")
for the sale by the Mortgages Trustee to the Seller of the Loans and their
Related Security more particularly described in the Schedule hereto.
Completion of such sale shall take place on [ ].
4. The Agreement for Sale shall incorporate, mutatis mutandis, the relevant
provisions of the Principal Agreement.
............................................
Signed for and on behalf of
▇▇▇▇▇▇ TRUSTEES LIMITED
[On duplicate
............................................
Signed for and on behalf of
ABBEY NATIONAL PLC]
38
SCHEDULE
1. 2. 3.
Title No. (if registered) Borrower Property
39
SCHEDULE 7
ASSIGNMENT OF THIRD PARTY RIGHTS
THIS DEED is made on [__], 2002
BETWEEN
(1) ABBEY NATIONAL PLC (registered number 2294747), a public limited company
incorporated under the laws of England and Wales, whose registered office
is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the "TRANSFEROR"); and
(2) ▇▇▇▇▇▇ TRUSTEES LIMITED (registered number 3982431), a private limited
company incorporated under the laws of England and Wales, whose registered
office is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the "TRANSFEREE").
WHEREAS:
(A) By the charges by way of legal mortgage or standard securities (the
"MORTGAGES") brief particulars of which are set out in the Annexure hereto
the properties brief particulars of which are similarly set out became
security for the repayment of the moneys therein mentioned.
(B) By a Mortgage Sale Agreement made between, inter alia, the Transferor and
the Transferee on 26th July, 2000, as amended on 29th November, 2000, as
amended and restated on 23rd May, 2001, as amended and restated on 5th
July, 2001, as amended and restated on 8th November, 2001 and as amended
and restated on [__, 2002] the Transferor agreed to sell and the
Transferee agreed to buy all right, title, interest and benefit (both
present and future) of the Transferor in and under those Mortgages and all
Related Security (as defined in the Master Definition Schedule of even
date herewith and signed, for the purposes of identifications by ▇▇▇▇▇▇▇▇▇
and May and ▇▇▇▇▇ & Overy relating hereto) and all monies secured by those
Mortgages and Related Security.
NOW THIS DEED WITNESSETH as follows:
The Transferor hereby transfers and assigns unto the Transferee with full title
guarantee (or, in relation to rights and assets situated in or governed by the
law of Scotland, with absolute warrandice):
(i) the benefit of all Related Security relating to the Mortgages (including
without limitation all securities for the principal moneys and interest
secured by the Mortgages and the benefit of all consents to mortgage
signed by occupiers of the mortgaged properties and all MHA Documentation)
other than any such Related Security which has been transferred to the
Transferee by other means or which is not otherwise capable of such
transfer; and
(ii) all causes and rights of action of the Transferor against any person in
connection with any report, valuation, opinion, certificate, consent to
mortgage or other statement of fact or opinion given in connection with
any Mortgage or affecting the decision to make the relevant advance.
IN WITNESS of which this document has been executed and delivered as a deed the
day and year first before written.
40
THE COMMON SEAL of )
ABBEY NATIONAL PLC )
was hereunto affixed in the )
presence of: )
................................... Authorised Signatory
................................... Authorised Signatory
41
SCHEDULE 8
ASSIGNMENT OF MIG POLICIES
THIS DEED is made on [__], 2002
BETWEEN:
(1) ABBEY NATIONAL PLC (registered number 2294747), a public limited company
incorporated under the laws of England and Wales, whose registered office
is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the "SELLER"); and
(2) ▇▇▇▇▇▇ TRUSTEES LIMITED (registered number 3982431), a private limited
company incorporated under the laws of England and Wales, whose registered
office is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the "MORTGAGES
TRUSTEE").
WHEREAS:
(A) By a Mortgage Sale Agreement made between, inter alia, the Seller and the
Mortgages Trustee on 26th July, 2000, as amended on 29th November, 2000,
as amended and restated on 23rd May, 2001, as amended and restated on 5th
July, 2001, as amended and restated on 8th November, 2001 and as amended
and restated on [__, 2002], the Seller agreed to transfer to the Mortgages
Trustee certain charges by way of legal mortgage secured on residential
property in England and Wales and standard securities secured on
residential property in Scotland together with the benefit of any monies
secured thereby.
(B) The Seller has the benefit of mortgage indemnity insurance policies
numbered CAR 9401A, CAR 9401X and CAR 9601A and issued by Carfax Insurance
Limited on 4th November, 1994, 4th November, 1994 and 30th December, 1996
respectively.
(C) The Seller has agreed with the Mortgages Trustee to assign to the
Mortgages Trustee the benefit of the MIG Policies to the extent that they
relate to the Loans in the Portfolio.
NOW THIS DEED WITNESSETH as follows:
1. Capitalised terms in this Deed (including the recitals) shall, except
where the context otherwise requires and save where otherwise defined in
this Deed, bear the meanings given to them in the Master Definitions and
Construction Schedule dated 26th July, 2000 signed on behalf of, inter
alios, the parties to this Deed (as the same may be amended, varied or
supplemented from time to time) and this Deed shall be construed in
accordance with the interpretation provisions set out in CLAUSE 2 thereof.
2. The Seller with full title guarantee hereby conveys, transfers and assigns
to the Mortgages Trustee absolutely all its right, title, interest and
benefit in the MIG Policies to the extent that they relate to the Loans
and the Mortgages in the Portfolio, and all moneys and proceeds to become
payable under any of the same and all covenants relating thereto and all
powers and remedies for enforcing the same.
3. This Deed shall be governed by and construed in accordance with English
law.
IN WITNESS of which this document has been executed and delivered as a deed the
day and year first before written.
42
THE COMMON SEAL of )
ABBEY NATIONAL PLC )
was hereunto affixed in the )
presence of: )
..................................... Authorised Signatory
..................................... Authorised Signatory
43
SCHEDULE 9
MIG POLICIES ASSIGNMENT NOTICE
To: Carfax Insurance Limited
The Albany
South Esplanade
St. ▇▇▇▇▇ Port
Guernsey
Channel Islands
[__], 2002
Dear Sirs,
RE: ASSIGNMENT OF MORTGAGE INDEMNITY INSURANCE POLICIES NUMBERED CAR 9401A,
CAR9401X AND CAR 9601A ISSUED ON 4TH NOVEMBER, 1994, 4TH NOVEMBER, 1994
AND 30TH DECEMBER, 1996 RESPECTIVELY (THE "MIG POLICIES")
We hereby give you notice that, by an Assignment dated [__], 2002 and made
between ourselves and ▇▇▇▇▇▇ Trustees Limited (the "MORTGAGES TRUSTEE"), we
assigned all of our right, title, benefit and interest in the MIG Policies (to
the extent that they relate to the loans and the mortgages in a portfolio
referred to in a mortgage sale agreement dated 26th July, 2000 (as amended
and/or restated from time to time) between ourselves, ▇▇▇▇▇▇ Funding Limited,
the Mortgages Trustee and ▇▇ ▇▇▇▇▇▇ Chase Bank, London Branch (formerly known as
The Chase Manhattan Bank, London Branch) to the Mortgages Trustee.
Yours faithfully,
...........................
For and on behalf of
ABBEY NATIONAL PLC
Copy: ▇▇▇▇▇▇ Trustees Limited
▇▇▇▇▇▇ Funding Limited
44
SCHEDULE 10
ABBEY NATIONAL PLC POLICIES INSURANCE ACKNOWLEDGEMENT
ON THE HEADED NOTEPAPER OF EACH OF THE ABBEY NATIONAL PLC POLICY INSURERS
To: Abbey National PLC (the "SELLER")
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇ Trustees Limited (the "MORTGAGES TRUSTEE")
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇ Funding Limited ("FUNDING")
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
The Chase Manhattan Bank, London Branch (the "SECURITY TRUSTEE")
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Dear Sirs,
ABBEY NATIONAL PLC POLICIES
We refer to the home insurance policies issued or to be issued by the Seller on
our behalf to borrowers in respect of properties mortgaged by such borrowers to
the Seller on or after [ ], 20[ ], and in respect of which the Seller and the
borrower is named or will be named as the insured (the "ABBEY NATIONAL PLC
POLICIES").
The Seller has informed us that:
(a) the Seller may transfer or agree to transfer its interest in properties
which are covered by Abbey National Insurance Plc Policies to the
Mortgages Trustee;
(b) the Mortgages Trustee may declare a trust over its interest in such
properties in favour of Funding and the Seller; and
(c) Funding may charge its interest in such properties to the Security
Trustee.
45
In consideration of the execution of the attached indemnity in our favour by the
Seller and the payment of (pound)1 made by each of the Seller, the Mortgages
Trustee, Funding and the Security Trustee (receipt whereof is hereby
acknowledged), we hereby confirm that the arrangements set out in (a), (b) and
(c) will not cause the Abbey National Plc Policies to lapse or terminate and,
notwithstanding any such arrangements, we will continue to pay claims in the
same way and in the same amount as we would have paid, had the arrangements not
been entered into.
Yours faithfully,
FOR AND ON BEHALF OF [THE RELEVANT ABBEY NATIONAL PLC POLICIES INSURER]
46
SCHEDULE 11
PROPERTIES IN POSSESSION INSURANCE ACKNOWLEDGEMENT
ON THE HEADED NOTEPAPER OF ▇▇▇▇▇ STREET RISK AND INSURANCE (GUERNSEY) LIMITED
To: Abbey National PLC (the "SELLER")
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇ Trustees Limited (the "MORTGAGES TRUSTEE")
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇ Funding Limited ("FUNDING")
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
The Chase Manhattan Bank, London Branch (the "SECURITY TRUSTEE")
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Dear Sirs,
PROPERTIES IN POSSESSION POLICY NUMBER ▇▇-▇▇-▇▇▇▇▇▇ (THE "POLICY")
We refer to the transaction entered into or to be entered into between, inter
alios, each of the parties to whom this letter is addressed, pursuant to which:
(a) the Seller may assign or agree to transfer its interest in properties
which are (or may from time to time be) covered by the Policy to the
Mortgages Trustee;
(b) the Mortgages Trustee may declare a trust over its interest in such
properties in favour of Funding and the Seller; and
(c) Funding may charge its interest in such properties to the Security
Trustee.
In consideration of the payment of (pound)1 made by each of the Seller, the
Mortgages Trustee, Funding and the Security Trustee (receipt whereof is hereby
acknowledged), we hereby confirm that the arrangements set out in (a), (b) and
(c) will not cause the Policy to lapse or terminate and, notwithstanding any
such arrangements, we will continue to pay claims under the Policy in the same
way and in the same amount as we would have paid them, had the said arrangements
not been entered into.
Yours faithfully,
FOR AND ON BEHALF OF ▇▇▇▇▇ STREET RISK AND INSURANCE (GUERNSEY) LIMITED
47
PROPERTIES IN POSSESSION INSURANCE ACKNOWLEDGEMENT
ON THE HEADED NOTEPAPER OF CARFAX INSURANCE LIMITED
To: Abbey National PLC (the "SELLER")
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇ Trustees Limited (the "MORTGAGES TRUSTEE")
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇ Funding Limited ("FUNDING")
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
The Chase Manhattan Bank, London Branch (the "SECURITY TRUSTEE")
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Dear Sirs,
PROPERTIES IN POSSESSION POLICY NUMBER CAR00001PIP (THE "POLICY")
We refer to the transaction entered into or to be entered into between, inter
alios, each of the parties to whom this letter is addressed, pursuant to which:
(a) the Seller may assign or agree to transfer its interest in properties
which are (or may from time to time be) covered by the Policy to the
Mortgages Trustee;
(b) the Mortgages Trustee may declare a trust over its interest in such
properties in favour of Funding and the Seller; and
(c) Funding may charge its interest in such properties to the Security
Trustee.
In consideration of the payment of (pound)1 made by each of the Seller, the
Mortgages Trustee, Funding and the Security Trustee (receipt whereof is hereby
acknowledged), we hereby confirm that the arrangements set out in (a), (b) and
(c) will not cause the Policy to lapse or terminate and, notwithstanding any
such arrangements, we will continue to pay claims under the Policy in the same
way and in the same amount as we would have paid them, had the said arrangements
not been entered into.
Yours faithfully,
FOR AND ON BEHALF OF CARFAX INSURANCE LIMITED
48
SCHEDULE 12
NEW PORTFOLIO NOTICE
Dated [______________]
1. It is hereby agreed for the purpose of this notice the "Principal
Agreement" shall mean the Mortgage Sale Agreement dated 26th July, 2000
(as amended and/or restated from time to time) made between (1) ABBEY
NATIONAL PLC (the "SELLER") (2) ▇▇▇▇▇▇ FUNDING LIMITED ("FUNDING") (3)
▇▇▇▇▇▇ TRUSTEES LIMITED (the "MORTGAGES TRUSTEE") and (4) JPMORGAN CHASE
BANK, LONDON BRANCH (formerly known as The Chase Manhattan Bank, London
Branch) (the "FUNDING SECURITY TRUSTEE").
2. Save where the context otherwise requires, words and expressions in this
notice shall have the same meanings respectively as when used in the
Principal Agreement.
3. In accordance with and subject to Clause 4.1 of the Principal Agreement,
upon receipt by the Seller of the duplicate of this notice signed by
Funding and the Mortgages Trustee, there shall exist between the Seller,
Funding and the Mortgages Trustee an agreement (the "AGREEMENT FOR SALE")
for the assignment and transfer by the Seller to the Mortgages Trustee of
the New Loans and the Related Security more particularly described in the
Schedule hereto (other than any New Loans and their Related Security which
have been redeemed in full prior to the next following Assignment Date).
Completion of such assignment and transfer shall take place on [ ].
4. The Agreement for Sale shall incorporate, mutatis mutandis, the relevant
provisions of the Principal Agreement.
................................
Signed for and on behalf of
ABBEY NATIONAL PLC
[On duplicate]
We hereby acknowledge receipt of the New Portfolio Notice dated [ ], and confirm
that we are prepared to purchase New Loans as set out in that notice.
................................
SIGNED FOR AND ON BEHALF OF
▇▇▇▇▇▇ FUNDING LIMITED
................................
Signed for and on behalf of
▇▇▇▇▇▇ TRUSTEES LIMITED
49
SCHEDULE
1. 2. 3.
Title No. (if registered) Borrower Property
50
SCHEDULE 13
FORMS OF SCOTTISH TRANSFER
PART 1 -- LAND REGISTER
We, ABBEY NATIONAL PLC, incorporated under the Companies Acts in England
(Registered Number 2294747) and having our Registered Office formerly at ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and now at Abbey ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the TRANSFEROR) CONSIDERING THAT in terms
of a Mortgage Sale Agreement among us the Transferor, ▇▇▇▇▇▇ TRUSTEES LIMITED,
incorporated under the Companies Acts in England (Registered Number 3982431) and
having its Registered Office formerly at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇
▇▇▇ and now at Abbey ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇
▇▇▇ others dated 26 July 2000 as amended and restated on [_______] 2002 (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 25 July 2000 as amended and
restated on [_______] 2002 (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 the sums specified in the relative entry in Column 6 of
the said Schedule being the amounts now due under the said respective
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[, the dates of the respective personal
bonds, credit agreements or agreements for loan being specified in the
relative entry in Column 7 of the said Schedule]:
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
ABBEY NATIONAL plc
by .............................. ...................................
and ............................. ...................................
51
SCHEDULE REFERRED TO IN THE FOREGOING ASSIGNATION BY ABBEY NATIONAL PLC
IN FAVOUR OF ▇▇▇▇▇▇ TRUSTEES LIMITED
1 2 3 4 5 6 [7
Account Address Borrowers Title Registration Sum Date of Bond or
No. Full Names Number Date Due Loan Agreement]
52
PART 2 -- SASINE REGISTER
We, ABBEY NATIONAL PLC, incorporated under the Companies Acts in England
(Registered Number 2294747) and having our Registered Office formerly at ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and now at Abbey ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the TRANSFEROR) CONSIDERING THAT in terms
of a Mortgage Sale Agreement among us the Transferor, ▇▇▇▇▇▇ TRUSTEES LIMITED,
incorporated under the Companies Acts in England (Registered Number 3982431) and
having its Registered Office formerly at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇
▇▇▇ and now at Abbey ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇
▇▇▇ others dated 26 July 2000 as amended and restated on [_______] 2002 (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 25 July 2000 as amended and
restated on [_______] 2002 (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 the sums specified in the relative entry in Column 6 of
the said Schedule being the amounts now due under the said respective
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[, the dates of the respective personal
bonds, credit agreements or agreements for loan being specified in the
relative entry in Column 7 of the said Schedule]:
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
ABBEY NATIONAL plc
by ............................... ...................................
and .............................. ...................................
REGISTER on behalf of the within named ▇▇▇▇▇▇ TRUSTEES LIMITED as trustee within
mentioned in the REGISTERS of the COUNTIES of [_______]
53
SCHEDULE REFERRED TO IN THE FOREGOING ASSIGNATION BY ABBEY NATIONAL PLC
IN FAVOUR OF ▇▇▇▇▇▇ TRUSTEES LIMITED
1 2 3 4 5 6 [7
Account Address Borrowers County Recording Sum Due Date of Bond or
No. Full Names Date Loan Agreement]
54
SCHEDULE 14
FORM OF SCOTTISH TRUST DEED
DECLARATION OF TRUST
among
ABBEY NATIONAL PLC, a public limited company incorporated under the laws of
England and Wales (registered number 2294747) and having its Registered Office
formerly at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and now at Abbey ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the SELLER);
and
▇▇▇▇▇▇ TRUSTEES LIMITED, a private limited company incorporated under the laws
of England and Wales (registered number 3982431) and having its Registered
Office formerly at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and now at Abbey
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ as trustee under
and in terms of the mortgages trust deed aftermentioned (the MORTGAGES TRUSTEE)
and
▇▇▇▇▇▇ FUNDING LIMITED, a private limited company incorporated under the laws of
England and Wales (registered number 3982428) and having its Registered Office
formerly at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and now at Abbey ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (FUNDING)
WHEREAS:--
(A) Title to the Scottish Trust Property aftermentioned is held by and vested
in the Seller;
(B) In terms of a Mortgages Trust Deed entered into among the Seller, ▇▇▇▇▇▇
Funding Limited, the Mortgages Trustee and SPV Management Limited dated 25
July 2000 (as subsequently amended and restated) and the Mortgages Trust
constituted in terms thereof the Mortgages Trustee holds the Trust
Property on trust for the Beneficiaries therein specified;
(C) In terms of a Mortgage Sale Agreement entered into among the Seller,
▇▇▇▇▇▇ Funding Limited, the Mortgages Trustee and The Chase Manhattan
Bank, London Branch dated 26 July 2000 as amended and restated on
[_______] 2002 (the MORTGAGE SALE AGREEMENT) the Seller has agreed to sell
the said 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 implement of Clause 4.5 of the Mortgage Sale Agreement and pending the
taking of legal title to the said Scottish Trust Property by the Mortgages
Trustee, the Seller has undertaken to grant this deed:
NOW THEREFORE the parties HEREBY AGREE and DECLARE as follows:--
55
1 INTERPRETATION
In this deed:--
1.1 words and expressions defined in the Amended and Restated Master
Definitions and Construction Schedule signed for the purposes of
identification by ▇▇▇▇▇ & ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ and May on [_______]
2002 (as the same may be amended, varied or supplemented from time
to time with the consent of the parties hereto) shall, except where
the context otherwise requires and save where otherwise defined
herein, have the same meanings in this deed, including the recitals
hereto, and this deed shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the said Amended
and Restated Master Definitions and Construction Schedule; and
1.2 SCOTTISH TRUST PROPERTY shall mean the Scottish Loans and the
Scottish Mortgages and other Related Security relative thereto,
brief particulars of which Scottish Loans and Related Security are
detailed in the schedule annexed and executed as relative hereto,
and all principal sums, including any further advances, present or
future, interest and expenses comprised therein and secured thereby,
together with (a) all monies, rights, interests, benefits and others
pertaining thereto or deriving therefrom, (b) all powers and
remedies for enforcing the same and (c) all proceeds resulting from
the enforcement of any of the said Scottish Loans and the Related
Security relative thereto.
2 DECLARATION OF TRUST
The Seller hereby DECLARES that from and after the date hereof the Seller
holds and subject to clause 8 hereof, shall henceforth hold the Scottish
Trust Property and its whole right, title 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 of this deed immediately subsequent to the execution
hereof by the Seller acknowledges such intimation.
4 DEALINGS WITH SCOTTISH TRUST PROPERTY AND NEGATIVE PLEDGE
The Seller warrants and undertakes 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, diligence or other Security Interest;
4.2 it shall not create or agree to create any fixed or floating charge
or other Security Interest or Encumbrance 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 Scottish Trust
Property or part thereof remains subject to the trust hereby
created; and
56
4.3 it shall deal with the Scottish Trust Property (including without
prejudice to said generality 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 6 hereof, any such action as may be necessary
(including for the avoidance of doubt 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 TRANSFER OF TITLE
5.1 The Mortgages Trustee and its foresaids as beneficiaries hereunder
shall have the right to call upon the Seller to execute and deliver
to the Mortgages Trustee, subject to the terms of clause 6 of the
Mortgage Sale Agreement, valid assignations of the Scottish Trust
Property or any part thereof, and that notwithstanding the winding
up of the Seller or the making of any administration order in
respect of the Seller or the appointment of a receiver to all or any
part of the Scottish Trust Property.
5.2 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 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 Trust Property.
5.3 For further assuring the said rights and powers specified in this
clause 5, the Seller has granted a power of attorney in favour of
the Mortgages Trustee, the said ▇▇▇▇▇▇ Funding Limited and the
Security Trustee substantially in the form set out in Schedule 5 to
the Mortgage Sale Agreement.
6 MORTGAGES TRUSTEE DECLARATION OF TRUST
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 and its foresaids under and
in terms of the Mortgages Trust and all sums and amounts received or held
by the Mortgages Trustee relating thereto or deriving therefrom have been
added (to the extent aforesaid) to the Trust Property as defined in and
held by the Mortgages Trustee under the Mortgages Trust Deed.
7 MORTGAGES TRUST INTIMATION
The Mortgages Trustee hereby intimates to Funding and the Seller, as
Beneficiaries of the Mortgages Trust, the declaration of trust made in
terms of clause 6 hereof and Funding and the Seller by their respective
executions of this deed acknowledge such intimation.
57
8 TERMINATION OF TRUST
If:--
8.1 legal title to any part or parts of the Scottish Trust Property is
taken by the Mortgages Trustee or its foresaids (including the
Issuer or the Security Trustee) in accordance with the provisions of
clause 5 hereof (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
8.2 any part or parts of the Scottish Trust Property forms the subject
of a repurchase in accordance with the terms of clause 8 of the
Mortgage Sale Agreement;
the trust hereby declared and created shall (but only when any of the
events or transactions before stated has been completed irrevocably,
validly and in 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.
9 CHANGE OF TRUSTEE
Except with the prior consent of the Mortgages Trustee and (for so long as
each retains any right or interest in the Scottish Trust Property) Funding
and the Security Trustee, the Seller shall not be entitled to resign
office as a trustee or assume a new trustee or trustees under this deed.
10 VARIATION
This deed and the trust hereby declared and created shall not be varied in
any respect without the consent in writing of the Mortgages Trustee or its
foresaids and (for so long as each retains any right or interest in the
Scottish Trust Property) Funding and the Security Trustee.
11 GOVERNING LAW
This deed shall be governed by and construed in accordance with the law of
Scotland and each of the parties hereby prorogates the non-exclusive
jurisdiction of the Scottish courts so far as not already subject thereto
and waives any right or plea of forum non conveniens in respect of such
jurisdiction.
58
12 REGISTRATION
The parties hereto consent to the registration of these presents for
preservation:
IN WITNESS WHEREOF these presents typewritten on this and the preceding four
pages together with the Schedule annexed hereto are executed for and on behalf
of the Seller, the Mortgages Trustee and Funding at [_______] on [_______] as
follows:--
SUBSCRIBED for and on behalf of the said
ABBEY NATIONAL PLC
by ............................ ....................................
and ........................... ....................................
SUBSCRIBED for and on behalf of the said
▇▇▇▇▇▇ TRUSTEES LIMITED
by ............................ ....................................
and ........................... ....................................
SUBSCRIBED for and on behalf of the said ▇▇▇▇▇▇ FUNDING
LIMITED
by ............................ ....................................
and ........................... ....................................
59
SCHEDULE REFERRED TO IN THE FOREGOING DECLARATION OF TRUST AMONG
ABBEY NATIONAL PLC, ▇▇▇▇▇▇ TRUSTEES LIMITED AND ▇▇▇▇▇▇ FUNDING LIMITED
[Details of Scottish Mortgage Loans and Related Security]
60
EXHIBIT
PART 1: INITIAL PORTFOLIO
PART 2: STANDARD DOCUMENTATION
61
EXHIBIT
PART 1
INITIAL PORTFOLIO
This is Part 1 of the Exhibit to a Mortgage Sale Agreement dated 26th July, 2000
made between Abbey National PLC (1) ▇▇▇▇▇▇ Funding Limited (2) ▇▇▇▇▇▇ Trustees
Limited (3) and The Chase Manhattan Bank, London Branch (4)
------------------------------------------
ABBEY NATIONAL PLC
------------------------------------------
▇▇▇▇▇▇ FUNDING LIMITED
------------------------------------------
▇▇▇▇▇▇ TRUSTEES LIMITED
------------------------------------------
THE CHASE MANHATTAN BANK, LONDON BRANCH
62
EXHIBIT
PART 2
STANDARD DOCUMENTATION
This is Part 2 of the Exhibit to a Mortgage Sale Agreement dated 26th July,
2000, as amended on 29th November, 2000, as amended and restated on 23rd May,
2001, as amended and restated on 5th July, 2001, as amended and restated on 8th
November, 2001 and as amended and restated on [__, 2002] made between Abbey
National PLC (1) ▇▇▇▇▇▇ Funding Limited (2) ▇▇▇▇▇▇ Trustees Limited (3) and
JPMorgan Chase Bank, London Branch (formerly known as The Chase Manhattan Bank,
London Branch) (4)
------------------------------------------
ABBEY NATIONAL PLC
------------------------------------------
▇▇▇▇▇▇ FUNDING LIMITED
------------------------------------------
▇▇▇▇▇▇ TRUSTEES LIMITED
------------------------------------------
JPMORGAN CHASE BANK, LONDON BRANCH
63
LIST OF STANDARD DOCUMENTS
1. Mortgage Deed (CPA20103) -- 2 versions -- June 1996 and January 1998
2. 3rd Party Mortgage Deed (Q90) -- November 1994
3. Deed of Substitution (CPA10063) -- July 1995
4. Certificate of Title & Funds Request (CPA20105) -- 2 versions -- August
1997 and August 1999
5. Deed of Consent (M94/CPA10049) -- 2 versions -- July 1995 and December
1997
6. Deed of Consent -- Additional Loan (CPA30147) -- March 1998
7. Deed of Guarantee (CPC10017) -- August 1997
8. Deed of Postponement (Additional Loan Q95) -- November 1994
9. Deed of Postponement (New Loan Q96) -- November 1994
10. Mortgage Application Form (CPA20073) -- 2 versions -- April 1996 and
undated
11. Deed of Further Charge -- March 1998
12. Additional Loan Application -- undated
13. Mortgage Conditions (1995 Edition) -- 2 versions (1995 print and 1998
reprint)
14. Re-mortgage Application Form -- August 1997
15. Offer Letter (with Mortgage Account Summary in completion letter) -- 7th
January 1999
16. Mortgage Conditions (1994 Edition)
17. Mortgage Overpayments and Underpayments -- undated
18. High Loan to Value Fee -- 2 versions -- December 1997 and undated
19. Interest Charging and Accrued Interest -- 2 versions - January 1998 and
undated
20. Valuation for Mortgage Purposes (blank form) -- April 1997
21. Additional Loan Valuation -- July 1995
22. Home Improvement Loan Application Form -- May 1995
23. Tariff of Charges for Residential Mortgages and Secured Loans -- June 1997
24. Deed of Covenant -- July 1995
25. Assignment of Building Contract -- July 1995
64
26. Your Additional Loan Offer -- March 1998
27. General Instructions for Solicitors and Licensed Conveyancers -- 1994
edition
28. Council of Mortgage Lenders -- Lenders' Handbook -- 1999 edition
29. Fee Schedules -- January 1998, March 2000 and April 2000
30. Properties in Possession Policy and endorsements
31. Offer Letter for flexible mortgage product
32. Flexible Mortgage Standard Offer Conditions
33. Flexible Mortgage -- Copy of proposed credit agreement containing notice
of right to withdraw
34. Flexible Mortgage Product -- Drawdown Conditions
35. Special conditions
36. [SCOTTISH DOCUMENTS]