Name of issuer



Download 189.8 Kb.
Page2/3
Date conversion15.05.2016
Size189.8 Kb.
1   2   3

Consideration

Consideration payable by the LLP in respect of the sale of the Mortgage Portfolio will be a [describe the basis on which Transfer Date consideration is calculated, e.g. Outstanding Principal Amount of the Mortgage Loans plus accrued but unpaid interest] and deferred consideration.

Eligibility Criteria

Any New Mortgage Loans and the Related Security must comply with, among other things, the following criteria:

  • no Issuer Event of Default or LLP Event of Default has occurred/is occurring;

  • the weighted average yield on the Mortgage Loans [contained in the Mortgage Portfolio as at the date hereof] is at least [•] per cent. greater than [insert reference parameter, e.g. LIBOR for one-month sterling deposits];

  • no Mortgage Loan has a principal balance of more than £[•];

  • all Mortgage Loans relate to residential properties;

  • no Mortgage Loan is in arrears for more than [•] days; and

  • [specify others if any].

Representations and Warranties

The Seller will make the relevant Loan Warranties to the Mortgages Trustee on the Programme Date and each Transfer Date [specify other time on which representations are made, if any].

The Loan Warranties will include (but not be limited to) representations and warranties in relation the following matters:



  • legal nature of the Mortgage Loans and their Related Security (i.e. the valid, binding and enforceable nature of the relevant Mortgage Loan and the Related Security);

  • first ranking Security in respect of properties located in [•];

  • permitted product type which would include [specify product types to be included, e.g. buy to let, self-certified];

  • maximum loan amount not exceeding [•];

  • minimum payment made not less than [•];

  • maximum arrears not exceeding [•];

  • [Original]/[Current]/[Indexed] Maximum LTV not exceeding [•]; and

  • final Mortgage Loan repayment date not falling beyond [•].

[Cross refer to full list of representations and warranties in the relevant section of the Base Prospectus]

Repurchase of the Mortgage Loans

The Seller will re-purchase the relevant Mortgage Loans and their Related Security in the following circumstances:

  • upon breach of Loan Warranties (which is either not capable of remedy or if the Seller failed to remedy it within the agreed grace period);

  • [(if applicable), upon making Further Advances and/or Product Switches]; [and]

  • [specify others (if applicable)].

[The Seller may repurchase the relevant Mortgage Loans and their Related Security in the following circumstances:

  • [if the Seller exercise its general call option]; [TBD]

  • [specify others, if any].]

Consideration for Repurchase

Consideration payable by the Seller in respect of the repurchase of the Mortgage Loans shall be equal to [describe the basis on which the repurchase price is calculated, e.g. the Outstanding Principal Amount of the Mortgage Loans plus accrued but unpaid interest].

Sale of Selected Mortgage Loans

Breach of the Pre-Maturity Test and/or occurrence of an Issuer Event of Default, [service of an Asset Coverage Test Breach Notice (which has not been revoked),] service of an Issuer Acceleration Notice and/or service of a Notice to Pay (prior to service of an LLP Acceleration Notice and/or realisation of the Security and/or commencement of winding up proceedings against the LLP) will mean that the LLP will be obliged to sell Selected Mortgage Loans, subject to the rights of pre-emption enjoyed by the Seller. The proceeds from any such sale will be credited to the GIC Account and applied as set out in the relevant Priorities of Payments. If the LLP is required to sell Selected Mortgage Loans and their Related Security, the LLP will ensure that (a) the Selected Mortgage Loans have been selected from the Mortgage Loan Portfolio on a random basis and (b) the amount that the LLP is required to receive for the sale of such Selected Mortgage Loans will vary depending on the occurrence of the event that requires such sale. [Cross refer to section of the Prospectus containing further information on this].

Perfection Events

Transfer of the legal title to the relevant Mortgage Loans will be completed on the occurrence of certain Perfection Events, which include insolvency of the Seller, downgrade of the Seller to below the agreed ratings (as to which see below "Rating Triggers Table") and [list others].



Prior to the completion of the transfer of legal title to the Mortgage Loans, the LLP will hold only the equitable title to those Mortgage Loans [or, in the case of Scottish Mortgage Loans, will be the sole beneficiary under the grant of a declaration of trust] and will therefore be subject to certain risks as set out in [•] in the section entitled "Risk Factors".

Servicing of the Mortgage Portfolio

The Servicer will be appointed by the Seller and the LLP to service the Mortgage Portfolio on a day-to-day basis. The appointment of the Servicer may be terminated by the LLP upon occurrence of the following events (each a "Servicer Event of Default"):

The Servicer may also resign upon giving [•] days' notice provided a replacement servicer has been appointed by the LLP.

[Covered Bondholders have no right to require the termination of the appointment of the Servicer in the absence of an Servicer Termination Event. Once a Servicer Termination Event has occurred, Covered Bondholders may, by Extraordinary Resolution, require the replacement of the Servicer.]



Delegation

The Servicer may delegate some of its servicing function to a third party provided that the Servicer remains responsible for the performance of any of its servicing function so delegated. [Cross refer to section of the Prospectus containing further information on this].

[Please set out any other key features of the Mortgage Portfolio and/or Servicing particular for this transaction which are not described in this section]

SUMMARY OF THE TERMS AND CONDITIONS OF THE COVERED BONDS

Please refer to section entitled "Terms and Conditions of the Covered Bonds" for further detail in respect of the terms of the Covered Bonds.

Programme Size

Up to [£/€][•] billion outstanding at any time (or its equivalent in other currencies as set out in the Programme Agreement). The Issuer may increase the amount of the Programme in accordance with the terms of the Programme Agreement.




Distribution

Covered Bonds may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis, subject to the restrictions set forth in [Cross refer to section of the Prospectus containing further information on this].




Specified Currencies

As set out in the applicable Final Terms.




Issue Price

Covered Bonds may be issued at par or at a premium or discount to par on a fully-paid basis or partly-paid basis, in each case as specified in the applicable Final Terms.




Form of Covered Bonds

The Covered Bonds will be issued in bearer or registered form as described in [Cross refer to section of the Prospectus containing further information on this]. [The Issuer will also be able to issue N Covered Bonds.]

The types of Covered Bonds that can be issued under the Programme include the following:



  • Fixed Rate Covered Bonds;

  • Floating Rate Covered Bonds;

  • Index Linked Covered Bonds;

  • Dual Currency Covered Bonds;

  • Zero Coupon Covered Bonds; and

  • Partly Paid Covered Bonds,

in each case as specified in the applicable Final Terms.




Redemption

The applicable Final Terms will indicate either that the relevant Covered Bonds:

  • cannot be redeemed prior to their stated maturity (other than in specified instalments, if applicable); or

  • can be redeemed for taxation reasons, if applicable; or

  • can be redeemed in the case of illegality, if applicable; or

  • can be redeemed at the option of the Issuer on such terms as may be agreed between the Issuer and the relevant Dealer(s),

in each case as set out in the applicable Final Terms.




Maturities

Covered Bonds may be issued with any maturity as specified in the relevant Final Terms.




Final Redemption

If not previously redeemed, on the Final Maturity Date as specified in the relevant Final Terms.




Mandatory Redemption

Each series will be subject to mandatory early redemption in part or in full in accordance with the terms and conditions of the relevant Covered Bonds.




Optional Redemption

Each series will be subject to optional early redemption in part or in full in accordance with the terms and conditions of the relevant Covered Bonds.




Extendable obligations under the Covered Bond Guarantee

The applicable Final Terms may also specify that the Final Maturity Date in relation to the applicable Series of Covered Bonds may be deferred until an Extended Due for Payment Date [Cross refer to section of the Prospectus containing further information on this].




Denomination of Covered Bonds

Covered Bonds will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s) and as indicated in the applicable Final Terms.




Taxation

All payments in respect of the Covered Bonds will be made without deduction or withholding for or on account of United Kingdom tax, subject as provided in Condition [•] (Taxation). Under the Covered Bond Guarantee, the LLP is not required to pay any additional amounts in respect of any withholding or deduction from payments, and will not be liable to make guarantee payments in respect of any such additional amounts.







[Neither the Issuer nor the LLP will be obliged to pay any additional amounts in respect of any withholding or deduction from payments in respect of the N Covered Bonds.]




Cross Default

If an Issuer Event of Default occurs and an Issuer Acceleration Notice is served in respect of a particular Series of Covered Bonds, then the Covered Bonds of all Series outstanding will accelerate at the same time against the Issuer, but will be subject to, and have the benefit of, payments made by the LLP under the Covered Bond Guarantee (following service of a Notice to Pay on the LLP).

If an LLP Acceleration Notice is served in respect of any one Series of Covered Bonds, then the obligation of the LLP to pay Guaranteed Amounts in respect of all Series of Covered Bonds outstanding will be accelerated.






Status of the Covered Bonds

The Covered Bonds will constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and will rank pari passu without any preference among themselves and (save for any applicable statutory provisions) at least equally with all other present and future unsecured and unsubordinated obligations of the Issuer.




Covered Bond Guarantee

In addition to the obligations of the Issuer under the Covered Bonds, payment of interest and principal on the Covered Bonds (such amounts, the Guaranteed Amounts) will be irrevocably guaranteed by the LLP. The obligations of the LLP to make payment in respect of the Guaranteed Amounts are subject to the condition that an Issuer Event of Default occurs, an Issuer Acceleration Notice is served on the Issuer and [either an Asset Coverage Test Breach Notice which has not been revoked or] a Notice to Pay is served on the LLP or, if earlier, an LLP Event of Default occurs and an LLP Acceleration Notice is served on the LLP. The obligations of the LLP under the Covered Bond Guarantee constitute direct obligations of the LLP secured against the assets from time to time of the LLP and recourse against the LLP is limited to such assets.




Issuer Events of Default

As fully set out in Condition [•]. [Cross refer to section of the Prospectus containing further information on this], which broadly includes (where relevant, subject to the applicable grace period):

  • non-payment of interest or principal in respect of the Covered Bonds;

  • breach of contractual obligations by the Issuer under the Transaction Documents;

  • illegality;

  • an Insolvency Event;

  • [service of an Asset Coverage Test Breach Notice which has not been revoked on or before the third Calculation Date after service of such Asset Coverage Test Breach Notice]/[breach of the Asset Coverage Test on a Calculation Date which is not remedied by the immediately succeeding Calculation Date];

  • [specify others if any].

LLP Events of Default

As fully set out in Condition [•]. [Cross refer to the section of the Prospectus containing further information on this], which broadly includes (where relevant, subject to the applicable grace period):

  • non-payment of Guaranteed Amounts;

  • breach of contractual obligations by the LLP under the Transaction Documents;

  • Insolvency Event;

  • breach of Amortisation Test;

  • [specify others if any]

Governing Law

The Covered Bonds [, other than the N Covered Bonds,] will be governed by, and construed in accordance with, English law.

[The N Covered Bonds will be governed by, and construed in accordance with, the laws of the Federal Republic of Germany.]



[Please set out any other key features of the Covered Bonds particular for this transaction which are not described in this section]

OVERVIEW OF RIGHTS OF COVERED BONDHOLDERS

Please refer to the section entitled "Terms and Conditions of the Covered Bonds" for further detail in respect of the rights of Covered Bondholders, conditions for exercising such rights and relationship with other Secured Creditors.

Payments

The Covered Bondholders will be entitled to payment of principal upon final redemption in respect of each Covered Bond upon presentation and surrender of the individual certificate representing such Covered Bond.

Taxation

The Covered Bondholders will be entitled to receive all payments in respect of the Covered Bonds free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatsoever nature unless the Issuer or the LLP is required by applicable law to make any payment in respect of the Covered Bonds subject to any such withholding or deduction.

Prior to an Issuer Event of Default and LLP Event of Default

Covered Bondholders holding more than [5]% of the Principal Amount Outstanding of the Covered Bonds then outstanding are entitled to convene a Covered Bondholders' meeting or participate in a Covered Bondholders' meeting convened by the Issuer, LLP or Bond Trustee to consider any matter affecting their interests.

However, so long as no Issuer Event of Default has occurred, the Covered Bondholders are not entitled to instruct or direct the Issuer to take any actions, either directly or through the Bond Trustee, without consent of the Issuer and, if applicable, certain other transaction parties, unless the Issuer has an obligation to take such actions under the relevant Transaction Documents.



Following an Issuer Event of Default or an LLP Event of Default


No Covered Bondholder will be entitled to proceed directly against the Issuer or the LLP, including against the Covered Bonds, the Receipts or the Security unless the Bond Trustee or the Security Trustee, as applicable, having become bound to proceed against the Issuer or the LLP, fail so to do within a reasonable time.

Following an Issuer Event of Default, Covered Bondholders may, by extraordinary resolution of all the Covered Bondholders or written resolution of the holders of more than [25]% of the outstanding Covered Bonds, direct the Bond Trustee to enforce the terms of the Trust Deed and the Covered Bonds against the Issuer and/or the LLP provided that the Bond Trustee has been has been indemnified and/or secured to its satisfaction. The Bond Trustee also has a general discretion to take such action following an Issuer Event of Default.

Following an LLP Event of Default, Covered Bondholders may, by extraordinary resolution of all the Covered Bondholders or written resolution of the holders of more than [25]% of the outstanding Covered Bonds, direct the Security Trustee to enforce the Security provided that the Security Trustee has been has been indemnified and/or secured to its satisfaction The Bond Trustee also has a general discretion to take such action following an LLP Event of Default.

[Specify if there are different voting requirements in relation to enforcement of Security and/or sale of underlying assets]



Covered Bondholders Meeting provisions

Notice Periods

Initial Meeting:

[21 clear days for the initial meeting]

Adjourned Meeting:

[No less than 13 clear days and no more than 42 clear days for the adjourned meeting]

Quorum for Extraordinary Resolution

Initial Meeting:


[50% of the Principal Amount Outstanding of the relevant Series of Covered Bonds for the initial meeting (other than a Series Reserved Matter, which requires [two thirds] of the Principal Amount Outstanding of the relevant Series of Covered Bonds).]

[However, any Extraordinary Resolution to direct the Bond Trustee to serve an Issuer Acceleration Notice or a Notice to Pay following an Issuer Event of Default, to direct the Bond Trustee to serve an LLP Acceleration Notice following an LLP Event of Default and any direction to the Bond Trustee or Security Trustee to take any enforcement action must be passed at a single meeting of the holders of all Covered Bonds of all Series then outstanding and therefore the holders of a single Series of Covered Bonds may not be able to give any directions to the Bond Trustee or the Security Trustee without the agreement of the holders of other outstanding Series of Covered Bonds.]



Adjourned Meeting:

[Any holding for the adjourned meeting (other than Series Reserved Matter, which requires [one third] of the Principal Amount Outstanding of the relevant Series of Covered Bonds)].

Required Majorities

Ordinary Resolution:

[50% of votes cast for matters requiring Ordinary Resolution]

Extraordinary Resolution:

[75% of votes cast for matters requiring Extraordinary Resolution]

Written Resolution:

[75%] of the Principal Amount Outstanding of the relevant class of Covered Bonds. A Written Resolution has the same effect as an Extraordinary Resolution.


1   2   3


The database is protected by copyright ©essaydocs.org 2016
send message

    Main page