dated                         2015 
        
        
       Homes and Communities Agency 
       and 
        
        
        
       Rent to Buy Facility Agreement 
        
       [This is a template agreement which will form the contractual basis of each Rent to Buy loan.  It may be 
       revised and/or amended at the discretion of the HCA to reflect scheme-specific or other provisions pertaining 
       to particular circumstances.] 
        
        
        
         
        Contents 
        1      Definitions                                         1 
        2      Provision of Funding                               16 
        3      Representations, warranties and covenants          16 
        4      Other                                              22 
        5      Payment of Funding                                 23 
        6      Repayment                                          25 
        7      Delivery obligations                               27 
        8      Regulatory obligations                             27 
        9      Health and Safety                                  27 
        10     Notifications, reporting and audit                 29 
        11     Events of Default                                  33 
        12     Public relations and publicity                     35 
        13     Reputation of the parties                          36 
        14     Confidentiality and freedom of information         37 
        15     Data protection                                    40 
        16     Intellectual property                              43 
        17     Further assurance                                  43 
        18     Indemnity                                          44 
        19     Senior Officers                                    44 
        20     No agency, partnership or employment               45 
        21     Assignment and sub contracting                     45 
        22     Value Added Tax                                    45 
        23     No fettering of discretion/statutory powers        46 
        24     Fees and Expenses                                  46 
        25     Public Resource and State Aid compliance           46 
        26     Co-operation                                       47 
        27     Notices                                            47 
        28     Rights of third parties                            48 
        29     Entire agreement                                   48 
        30     Counterparts                                       48 
        31     Severance                                          48 
        32     Cumulative rights and enforcement                  48 
        33     Waiver                                             48 
        34     Disclaimer                                         49 
        35     Governing law                                      49 
        36     Amendment                                          49 
        37     No fetter on statutory functions                   49 
        38     Survival of this agreement                         49 
         
         
            39        Miscellaneous                                                                 50 
            Schedule 1 - Scheme Details                                                             51 
            Schedule 2                                                                              52 
                      Part 1 - Development Costs                                                    52 
            Schedule 2                                                                              54 
                      Part 2 - Costs Which Are Not Development Costs                                54 
            Schedule 3 - Funding Information and SGEI Compliance                                     55 
              
             Development Facility Agreement 
             dated                                    2015 
             Parties 
             (1)        Homes  and  Communities  Agency  of  Arpley  House,  110  Birchwood  Boulevard, 
                        Birchwood, Warrington WA3 7QH, (the Agency); and 
             (2)        [                 ][a Registered Provider] (registration number [   ])] (the Provider). 
             Introduction 
             (A)        The Agency is empowered under the Act to make available the Funding. 
             (B)        The  Provider  has  submitted  proposals  to  the  Agency  in  respect  of  the  proposed 
                        construction and marketing of certain affordable dwellings. 
             (C)        The Agency has agreed to make the Funding available to the Provider on the terms of this 
                        Agreement. 
             (D)        The Provider is a Registered Provider and inter alia is entrusted to provide Affordable 
                        Housing in England. 
             (E)        It is a condition precedent to the Agency providing the Funding that the Provider enters 
                        into the Legal Charge which secure(s), amongst other things, the obligations under this 
                        Agreement. 
             (F)        The Funding provided under this Agreement is made in compliance with the requirements 
                        set out in the European Commission's Decision of 20 December 2011 concerning public 
                        service compensation granted for Services of General Economic Interest (2012/21/EU). 
             Agreed terms 
             1          Definitions 
             1.1        In this Agreement (including in the Introduction and schedules) the following words and 
                        expressions have the following meanings: 
                        Act means the Housing and Regeneration Act 2008; 
                        Affordable Housing means any use of the Dwellings to provide housing to households 
                        whose needs are not adequately met on the open market, and shall include use as social, 
                        affordable or intermediate housing; 
                        Agency Senior Officer means the person notified as such by the Agency to the Provider; 
                        Associated Person means in relation to a company, a person who performs or has 
                        performed services for or on that company's behalf; 
                        Authorisation means an authorisation, consent, approval, resolution, licence, exemption, 
                        filing, notarisation or registration, or any other similar permission; 
              
             THL.33346792.8                                   1                                    AGC.51183.605