EXHIBIT 4.5.1


 


EXECUTION COPY


 


 


SECOND SUPPLEMENTAL FUNDING 1 DEED OF CHARGE


 


 


DATED 12th March, 2004


 


PERMANENT FUNDING (NO. 1) LIMITED


 


and


 


PERMANENT FINANCING (NO. 1) PLC


 


and


 


PERMANENT FINANCING (NO. 2) PLC


 


and


 


PERMANENT FINANCING (NO. 3) PLC


 


and


 


PERMANENT FINANCING (NO. 4) PLC


 


and


 


THE BANK OF NEW YORK


 


and


 


PERMANENT MORTGAGES TRUSTEE


 


and


 


HALIFAX plc


 


and


 


JPMORGAN CHASE BANK


 


and


 


STRUCTURED FINANCE MANAGEMENT LIMITED


 


and


 


THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND


 


 





 


LONDON


 

















 


CONTENTS


 


	
  Clause

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Interpretation

  	
   

  
	
  2.

  	
  Additional Funding 1
  Security

  	
   

  
	
  3.

  	
  Incorporation of
  the Principal Deed

  	
   

  
	
  4.

  	
  Choice of Law

  	
   

  



 

















 


THIS SECOND SUPPLEMENTAL
DEED OF CHARGE is made on 12th March, 2004


 


BETWEEN:


 


(1)                                  PERMANENT FUNDING (NO. 1) LIMITED (registered number 4267660),
a private limited company incorporated under the laws of England and Wales,
whose registered office is at Blackwell House, Guildhall Yard, London EC2V 5AE
(Funding
1);


 


(2)                                  PERMANENT FINANCING (NO. 1) PLC (registered number 4416192),
a public limited company incorporated in England and Wales, whose registered
office is at Blackwell House, Guildhall Yard, London EC2V 5AE (the First Issuer);


 


(3)                                  PERMANENT FINANCING (NO. 2) PLC (registered number 4623188),
a public limited company incorporated in England and Wales, whose registered
office is at Blackwell House, Guildhall Yard, London EC2V 5AE (the Second
Issuer);


 


(4)                                  PERMANENT FINANCING (NO. 3) PLC (registered number 4907355),
a public limited company incorporated in England and Wales, whose registered
office is at Blackwell House, Guildhall Yard, London EC2V 5AE (the Third Issuer);


 


(5)                                  PERMANENT FINANCING (NO. 4) PLC (registered number 4988201),
a public limited company incorporated in England and Wales, whose registered
office is at Blackwell House, Guildhall Yard, London EC2V 5AE (the Fourth
Issuer);


 


(6)                                  THE BANK OF NEW YORK, acting through its office at
One Canada Square, London E14 5AL, acting in its capacity as Security Trustee;


 


(7)                                  PERMANENT MORTGAGES TRUSTEE LIMITED,  (registered number 83116), a
private limited company incorporated under the laws of Jersey, Channel Islands
whose registered office is at 47 Esplanade, St Helier, Jersey JE1 0BD, Channel
Islands, in its capacity as the Mortgages Trustee;


 


(8)                                  THE GOVERNOR AND COMPANY OF THE BANK
OF SCOTLAND, established by an Act of the Parliament of Scotland in 1695, acting
through its office situated at 116 Wellington Street, Leeds LS1 4LT, England
acting in its capacity as Account Bank;


 


(9)                                  HALIFAX plc (registered number 2367076),
a public limited company incorporated under the laws of England and Wales, whose
registered office is at Trinity Road, Halifax, West Yorkshire HX1 2RG acting in
its capacities as Funding 1 GIC Provider, Funding 1 Swap Provider, First
Start-up Loan Provider, Second Start-up Loan Provider, Third Start-up Loan
Provider and Fourth Start-up Loan Provider, Cash Manager and Seller;


 


(10)                            JPMORGAN CHASE BANK acting through its office at
125 London Wall, London EC2Y 5AJ in its capacity as Funding 1 Liquidity
Facility Provider; and


 


(11)                            STRUCTURED FINANCE MANAGEMENT LIMITED
(registered
number 3853947), a private limited company incorporated under the laws of
England and Wales, whose registered office is at Blackwell House, Guildhall
Yard, London EC2V 5AE acting in its capacity as the Funding 1 Corporate
Services Provider.


 


1

















 


WHEREAS:


 


(A)                              This Deed is supplemental to
the Funding 1 Deed of Charge made between the parties hereto (other than the
Second Issuer, the Third Issuer, the Fourth Issuer and the Mortgages Trustee)
and dated the Initial Closing Date (herein after referred to as the Principal
Deed).


 


(B)                                The Second Issuer and the
Second Start-up Loan Provider acceded to the terms of the Principal Deed by
executing a Deed of Accession to the Principal Deed (the First Deed of Accession)
dated 6th March, 2003 between, inter alios, Funding 1, the Second
Start-up Loan Provider and the Second Issuer.


 


(C)                                The Bank of New York acceded
to the role of Security Trustee pursuant to a Supplemental Deed of Charge dated
25th July, 2003 (the First Supplemental Funding 1 Deed of Charge)
between, inter
alios, Funding 1, the First Issuer and the Second Issuer.


 


(D)                               The Third Issuer and the Third
Start-up Loan Provider acceded to the terms of the Principal Deed by executing
a Deed of Accession to the Principal Deed (the Second Deed of Accession)
dated 25th November, 2003 between, inter alios, Funding 1, the Third Start-up
Loan Provider and the Third Issuer.


 


(E)                                 The Fourth Issuer and the
Fourth Start-up Loan Provider acceded to the terms of the Principal Deed by
executing a Deed of Accession to the Principal Deed (the Third Deed of Accession)
dated on or about the date of this Deed, between, inter alios, Funding 1, the
Fourth Start-up Loan Provider and the Fourth Issuer.


 


(F)                                 The Seller has sold mortgage
loans together with the benefit of their related security to the Mortgages
Trustee.  By an Amended and Restated
Mortgages Sale Agreement dated on or about the date hereof, the Seller agreed
to sell and the Mortgages Trustee agreed to buy a further portfolio of mortgage
loans together with the benefit of their related security. Certain of the
mortgage loans in the new portfolio were secured over property situated in
Scotland (the Scottish Trust Property).


 


(G)                                The Mortgage Trustee holds all
the above mentioned mortgage loans as bare trustee for Funding 1 as to the
Funding 1 Share and the Seller as to the Seller Share of the Trust Property
upon, with and subject to the trusts, powers and the provisions of the Amended
and Restated Mortgages Trust Deed dated on or about the date hereof.


 


(H)                               Pursuant to the Principal
Deed, Funding 1 granted to the Security Trustee first ranking fixed and
floating security over all the property, assets and rights present and future
set out in Clause 3 thereof to secure the performance of the Funding 1
Secured Obligations to the Funding 1 Secured Creditors under the Funding 1
Agreements subject to and upon the terms set out therein (the Existing
Security).


 


(I)                                    To further secure the
performance of the Funding 1 Secured Obligations, Funding 1 has agreed to
provide the Security Trustee with the benefit of the additional fixed and
floating security over all the property, asset and rights present and future
set out in this Deed including, but not limited to, Funding 1’s interest in any
Scottish Trust Property not effectively charged by the security created by or
pursuant to the Principal Deed (the Additional Security) to hold on trust for
the benefit of the Funding 1 Secured Creditors and Funding 1 and the other
parties to this Deed have agreed to supplement the Principal Deed on the terms
set out herein.


 


2

















 


NOW THIS DEED WITNESSES AS
FOLLOWS:


 


1.                                      INTERPRETATION


 


1.1                               Definitions


 


The amended and restated master definitions and
construction schedule signed by, amongst others, the parties to this Deed
and dated 12th March, 2004 (as the same may be amended, varied or supplemented
from time to time with the consent of the parties to this Deed) (the Master
Definitions and Construction Schedule) is expressly and specifically
incorporated into this Deed and, accordingly, the expressions defined in the
Master Definitions and Construction Schedule (as so amended, varied or
supplemented from time to time) 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 Master
Definitions and Construction Schedule.


 


1.2                               Construction


 


In this Deed, except where the context otherwise
requires:


 


(a)                                  the terms of the Master
Definitions and Construction Schedule and of any agreement in existence at
the date hereof between the parties hereto in relation to any such documents
are incorporated in this Deed to the extent required to ensure that any
proposed disposition of the Funding 1 Charged Property contained in this Deed
is a valid disposition in accordance with Section 2(1) of the Law of
Property (Miscellaneous Provisions) Act 1989;


 


(b)                                 a reference in this Deed to
any property, assets, undertakings or rights includes, unless the context
otherwise requires, present and future property, assets, undertakings or
rights; and


 


(c)                                  this Deed means this Second
Supplemental Funding 1 Deed of Charge (as from time to time modified and/or
supplemented in accordance with the provisions set out in the Principal Deed
including all Accession Undertakings and each other document or deed entered
into pursuant thereto (as from time to time modified and/or supplemented as
aforesaid) and expressed to be supplemental thereto).


 


1.3                               Acknowledgement


 


Each of the parties hereto agrees and acknowledges
that nothing in this Deed shall constitute a release of the security created
pursuant to the Principal Deed.


 


2.                                      ADDITIONAL FUNDING 1 SECURITY


 


2.1                               Trust Property


 


(a)                                  Funding 1, by way of fixed
security for the payment or discharge of the Funding 1 Secured Obligations,
subject to Clause 4 (Release of Funding 1 Charged Property) of the
Principal Deed, hereby assigns (or to the extent not assignable, charges) to
the Security Trustee (on trust for itself and the other Funding 1 Secured
Creditors) all of its right, title, interest and benefit present and future in,
to and under the Funding 1 Share of the Trust Property (including, without
limitation, the Scottish Trust Property, present and future, comprised in the
Trust Property) and including all rights to receive payment of any amounts
which may


 


3

















 


become payable
to Funding 1 thereunder and all payments received by it thereunder including,
without limitation, all rights to serve notices and/or make demands thereunder
and/or to take such steps as are required to cause payments to become due and
payable thereunder and all rights of action in respect of any breach thereof
and all rights to receive damages or obtain relief in respect thereof.


 


(b)                                 The assignment granted under
or pursuant to Clause 2.1(a) above will rank subsequent to the assignment
granted by Funding 1 under or pursuant to Clause 3.1(a) of the Principal Deed.


 


2.2                               Floating Charge


 


(a)                                  Funding 1, by way of floating
security for the payment or discharge of the Funding 1 Secured Obligations,
subject to Clause 4 (Release of Funding 1 Charged Property) of the
Principal Deed, hereby charges by way of a floating charge in favour of the
Security Trustee (on trust for itself and the other Funding 1 Secured
Creditors) the whole of its undertaking and all its property, assets, rights
and revenues, whatsoever and wheresoever, both present and future (including,
without limitation, all of its assets, property and undertaking situated in or
governed by the laws of Scotland all of which are charged by the floating
charge created hereby).


 


(b)                                 The floating charge granted by
Funding 1 under or pursuant to Clause 2.2(a) (Floating Charge) shall take
effect as a second floating charge, ranking subsequent to the first floating
charge granted by Funding 1 under or pursuant to Clause 3.5 of the Principal
Deed.


 


(c)                                  The floating charge created by
Clause
2.2(a) above is a qualifying floating charge for the purpose of
paragraph 14 of Schedule B1 to the Insolvency Act 1986.


 


2.3                               Title Guarantee


 


Each of the dispositions, assignations, assignments or
charges over property effected in or pursuant to Clauses 2.1 (Trust Property) and Clause 2.2 (Floating Charge)
is made with full title guarantee (or in relation to assets or rights situated
in Scotland or governed by the laws of Scotland, with absolute warrandice).


 


2.4                               Notice and Acknowledgement


 


Funding 1 hereby intimates and gives notice to the
Mortgages Trustee as trustee under and in terms of the Mortgages Trust Deed of
the assignation in security made in terms of Clause 2.1 and the Mortgages
Trustee by its execution of this Deed as such trustee immediately subsequent to
the execution hereof by Funding 1 confirms that as at the date hereof it has
received no intimation of any other dealing with the Funding 1 Share of the
Trust Property or any part thereof except in accordance with the Funding 1
Agreements.


 


2.5                               Warranties


 


(a)                                  Funding 1 hereby represents
and warrants to the Security Trustee (for itself and on trust for the other
Funding 1 Secured Creditors) that, save for registration of certain of the
Transaction Documents with the Registrar of Companies in accordance with the
provisions of Chapter 1 of Part XII of the Companies Act 1985, no
authorisation, approval, consent, licence, exemption, registration, recording,
filing or notarisation and no payment of any duty or tax and no other action
whatsoever is necessary to ensure the validity, legality or enforceability of
the liabilities and obligations of Funding 1 or the rights of the Funding 1
Secured Creditors and the Security Trustee in respect of Funding 1 under this
Deed.


 


4

















 


(b)                                 Funding 1 represents and
warrants to the Security Trustee that, other than pursuant to the Funding 1
Agreements, it has not assigned or granted any Security Interest over the
Funding 1 Share of the Trust Property.


 


(c)                                  Funding represents and
warrants that no attachment, distress or execution affects the Funding 1 Share
of the Trust Property and no diligence has been executed in respect of the
Funding 1 Share of the Trust Property.


 


2.6                               Registrar of Companies


 


Funding 1 undertakes to the Funding 1 Secured
Creditors to file or procure the filing with the Registrar of Companies
pursuant to Chapter 1 of Part XII of the Companies Act 1985 of a duly completed
Form 395 together with an executed original of this Deed within 21 days after
the date of this Deed.


 


2.7                               Scottish Trust Property


 


Without prejudice to the provisions of Clause 12 of
the Principal Deed and Clause 16 of the Mortgages Trust Deed, Funding 1 and the
Mortgages Trustee hereby undertake to the Security Trustee that if at any time
after the security constituted by or pursuant to the Principal Deed shall have
become enforceable and the Security Trustee or any Receiver shall so require,
they will join together in directing the Seller to sell or dispose of all or
any part of the Scottish Trust Property on terms previously approved by the
Security Trustee and/or in causing the trusts constituted by any Scottish
Declaration of Trust to be wound up or performed and they will take all such
actions and execute all such documents as may be necessary to effect such sale
or disposal or winding-up or performance and the distribution or transfer of
the Scottish Trust Property or any part thereof in accordance with the terms of
each Scottish Declaration of Trust, the Mortgages Trust Deed, the Principal
Deed and this Deed.  The Seller and the
Mortgages Trustee hereby acknowledge and consent to the foregoing as trustee
and beneficiary respectively in terms of each Scottish Declaration of Trust.


 


2.8                               Additional Security


 


The security constituted by this Deed is in addition
to and shall not in any way be prejudiced by any other security now or
subsequently held by the Security Trustee as security for the Funding 1 Secured
Obligations.


 


3.                                      INCORPORATION OF THE PRINCIPAL
DEED


 


3.1                               Incorporation of Terms


 


(a)                                  The parties to this Deed
hereby agree, subject to Clause 3.2 below, that all of the
obligations, undertakings, covenants, rights and powers specified and contained
in the Principal Deed, other than the covenants of, and the creation of
security by, Funding 1 contained in Clause 3 thereof and the covenant to
execute the Funding 1 Power of Attorney in the form annexed to the Principal
Deed contained in Clause 19.1 thereof shall be deemed to be
repeated herein mutatis mutandis and shall apply mutatis mutandis to the
property referred to in Clause 2 hereof and the security and other
rights and powers created under and pursuant to this Deed.  The parties to this Deed further agree that
all of the remaining terms of the Principal Deed shall, except in so far as
they are inconsistent with the terms of this Deed, apply mutatis mutandis to this
Deed provided always that this Deed shall be without prejudice to the Principal
Deed, the security and other rights and powers created under and pursuant to Clause 3
of the Principal Deed and all of the other rights, powers, obligations and
immunities


 


5

















 


comprised
therein and arising pursuant thereto, which shall remain in full force and effect
notwithstanding this Deed.


 


(b)                                 In the event of the Security
Trustee converting the floating charges created by either this Deed or the
Principal Deed into first specific fixed charges over the undertaking, property
and assets charged by such floating charges (or such part of them as the
Security Trustee may specify) pursuant to Clause  18.1 of the Principal Deed, Funding 1
shall, at its own expense, execute all conveyances, deeds, certificates and
documents which may be necessary in respect of any of Funding 1’s Scottish
assets, to create and perfect such first specific fixed charges.


 


3.2                               No Effect on Existing Charges


 


For the avoidance of doubt, Clause 3.1 of this Deed shall
not be construed as, or otherwise be deemed to result in, Clause 3 of the Principal
Deed being repeated mutatis mutandis in relation to any
property or assets from time to time being effectively charged by way of fixed
charge or otherwise effectively assigned as fixed security pursuant to Clause 3
of the Principal Deed nor shall it otherwise be construed as any release or
memorandum of satisfaction in whole or in part of the security created pursuant
to Clause
3 of the Principal Deed.


 


3.3                               Exclusion Of Third Party
Rights


 


The parties to this Deed do not intend that any term
of this Deed should be enforced, by virtue of the Contracts (Rights of Third
Parties) Act 1999, by any person who is not a party to this Deed.


 


3.4                               Submission to Jurisdiction


 


Each party to this Deed hereby irrevocably submits to
the non-exclusive jurisdiction of the English courts in any action or
proceeding arising out of or relating to this Deed, and hereby irrevocably
agrees that all claims in respect of such action or proceeding may be heard and
determined by such courts.  Each party
to this Deed hereby irrevocably waives, to the fullest extent it may possibly
do so, any defence or claim that the English courts are an inconvenient forum
for the maintenance or hearing of such action or proceeding.


 


4.                                      CHOICE OF LAW


 


4.1                               Governing Law


 


This Deed is governed by and shall be construed in
accordance with English law (provided that any provisions of this deed which
are particular to the laws of Scotland shall be construed in accordance with
Scots law).


 


DULY EXECUTED AND
DELIVERED AS A DEED by each of the parties hereto or on its behalf on the
date appearing on page 1.


 


	
  Funding 1

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a DEED by

  	
  )

  	
   

  
	
  PERMANENT FUNDING (NO. 1)

  	
  )

  	
   

  
	
  LIMITED acting by two

  	
  )

  	
   

  
	
  directors/a
  director and the secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Director/Secretary

  	
   

  	
   

  



 


6

















 


	
  First Issuer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a DEED by

  	
  )

  	
   

  
	
  PERMANENT FINANCING (NO. 1)

  	
  )

  	
   

  
	
  PLC acting by two

  	
  )

  	
   

  
	
  directors/a
  director and the secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Director/Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Second Issuer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a DEED by

  	
  )

  	
   

  
	
  PERMANENT FINANCING (NO. 2)

  	
  )

  	
   

  
	
  PLC acting by two

  	
  )

  	
   

  
	
  directors/a
  director and the secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Director/Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Third Issuer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a DEED by

  	
  )

  	
   

  
	
  PERMANENT FINANCING (NO. 3)

  	
  )

  	
   

  
	
  PLC acting by two

  	
  )

  	
   

  
	
  directors/a
  director and the secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Director/Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fourth Issuer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a DEED by

  	
  )

  	
   

  
	
  PERMANENT FINANCING (NO. 4)

  	
  )

  	
   

  
	
  PLC acting by two

  	
  )

  	
   

  
	
  directors/a
  director and the secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Director/Secretary

  	
   

  	
   

  



 


7

















 


	
  Seller

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a DEED by

  	
  )

  	
   

  
	
  HALIFAX plc

  	
  )

  	
   

  
	
  in its capacity as Seller

  	
  )

  	
   

  
	
  acting by
  its attorney

  	
  )

  	
  (as attorney for HALIFAX PLC)

  
	
  in the
  presence of

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Cash Manager

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a DEED by

  	
  )

  	
   

  
	
  HALIFAX plc

  	
  )

  	
   

  
	
  in its capacity as Cash Manager

  	
  )

  	
   

  
	
  acting by
  its attorney

  	
  )

  	
  (as attorney for HALIFAX PLC)

  
	
  in the
  presence of

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Account Bank

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a DEED by

  	
  )

  	
   

  
	
  THE GOVERNOR AND COMPANY OF

  	
  )

  	
   

  
	
  THE BANK OF SCOTLAND

  	
  )

  	
   

  
	
  in its capacity as Account Bank)

  	
  )

  	
   

  
	
  and Funding 1
  GIG Provider

  	
  )

  	
  (as attorney for THE GOVERNOR AND

  
	
  acting by
  acting by its attorney

  	
  )

  	
  COMPANY OF THE BANK OF

  
	
  in the
  presence of

  	
  )

  	
  SCOTLAND)

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  



 


8

















 


	
  Funding 1 Swap Provider

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a DEED by

  	
  )

  	
   

  
	
  HALIFAX plc

  	
  )

  	
   

  
	
  in its capacity as Funding 1 Swap
  Provider

  	
  )

  	
   

  
	
  acting by
  its attorney

  	
  )

  	
   

  
	
  in the
  presence of

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Funding 1 Corporate
  Services Provider

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a DEED by

  	
  )

  	
   

  
	
  STRUCTURED FINANCE)

  	
  )

  	
   

  
	
  MANAGEMENT LIMITED

  	
  )

  	
   

  
	
  acting by two
  Directors/a director

  	
  )

  	
   

  
	
  and the
  secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Director/Secretary

  	
   

  	
   

  



 


9

















 


	
  First Start-up Loan
  Provider, Second Start-up Loan Provider, Third Start-up Loan Provider and
  Fourth Start-up Loan Provider

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a DEED by

  	
  )

  	
   

  
	
  HALIFAX plc)

  	
  )

  	
   

  
	
  in its capacity as)

  	
  )

  	
   

  
	
  First Start-up Loan Provider,
  Second)

  	
  )

  	
   

  
	
  Start-up Loan Provider, Third
  Start-up)

  	
  )

  	
   

  
	
  Loan Provider and Fourth Start-up)

  	
  )

  	
   

  
	
  Loan Provider

  	
  )

  	
  (as attorney for HALIFAX PLC)

  
	
  acting by
  its attorney

  	
  )

  	
   

  
	
  in the
  presence of

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Funding 1 Liquidity
  Facility Provider

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a DEED by

  	
  )

  	
   

  
	
  JPMORGAN CHASE BANK

  	
  )

  	
   

  
	
  acting by
  its attorney

  	
  )

  	
   

  
	
  in the
  presence of

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Security Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a DEED by

  	
  )

  	
   

  
	
  THE BANK OF NEW YORK

  	
  )

  	
   

  
	
  acting by
  its authorised signatory

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Authorised
  Signatory:

  	
   

  	
   

  



 


10

















 


	
  EXECUTED as a DEED by

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PERMANENT MORTGAGES TRUSTEE)

  	
  )

  	
   

  
	
  LIMITED

  	
  )

  	
   

  
	
  acting under
  the authority of that

  	
  )

  	
   

  
	
  Company, in
  the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  



 


11