Exhibit 10.6
FOURTH AMENDED AND RESTATED
MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE
DATED [o] 2008
HOLMES FUNDING LIMITED
HOLMES TRUSTEES LIMITED
ALLEN & OVERY LLP
CONTENTS
CLAUSE PAGE
1. Definitions.............................................................1
2. Interpretation and Construction........................................49
3. Governing Law..........................................................51
Signatories...................................................................52
FOURTH AMENDED AND RESTATED MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE is
signed for the purposes of identification on [o] 2008 by:
(1) ALLEN & OVERY LLP of 40 Bank Street, London E14 5NR; and
(2) SLAUGHTER AND MAY of One Bunhill Row, London EC1Y 8YY.
1. DEFINITIONS
This Schedule further amends and restates the Fourth Amended and Restated
Master Definitions and Construction Schedule signed on 20 June 2007
between the parties hereto.
Words and expressions used in the Transaction Documents shall, unless
otherwise defined in such Transaction Documents or the Issuer Master
Definitions and Construction Schedule or unless the context otherwise
requires, have the same meanings as set out in this Fourth Amended and
Restated Master Definitions and Construction Schedule except so far as
the context requires otherwise.
Words and expressions used in this Third Amended and Restated Master
Definitions and Construction Schedule or in the Transaction Documents but
not defined herein shall, unless otherwise defined in the relevant
Transaction Document or unless the context otherwise requires, have the
same meanings as set out in the relevant Issuer Master Definitions and
Construction Schedule.
2007-1 CLOSING DATE means 28 March 2007;
2007-2 CLOSING DATE means 20 June 2007;
2007-3 CLOSING DATE means 21 December 2007;
A PRINCIPAL DEFICIENCY SUB LEDGER means the sub-ledger of the Principal
Deficiency Ledger corresponding to the Term A Advances, which was
established on the Seventh Issuer Closing Date in order to record any
Losses allocated to the Funding Share of the Trust Property or the
application of Funding Available Principal Receipts in paying interest on
the Term Advances and certain amounts ranking in priority thereto in
accordance with the Funding Pre-Enforcement Revenue Priority of Payments;
AA PRINCIPAL DEFICIENCY SUB LEDGER means the sub-ledger of the Principal
Deficiency Ledger corresponding to the Term AA Advances, which was
established on the Initial Closing Date in order to record any Losses
allocated to the Funding Share of the Trust Property or the application
of Funding Available Principal Receipts in paying interest on the Term
Advances and certain amounts ranking in priority thereto in accordance
with the Funding Pre-Enforcement Revenue Priority of Payments;
AAA PRINCIPAL DEFICIENCY SUB LEDGER means the sub-ledger of the Principal
Deficiency Ledger corresponding to the Term AAA Advances, which was
established on the Initial Closing Date in order to record any Losses
allocated to the Funding Share of the Trust Property or the application
of Funding Available Principal Receipts in paying interest on the Term
Advances and certain amounts ranking in priority thereto in accordance
with the Funding Pre-Enforcement Revenue Priority of Payments;
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ABBEY means Abbey National PLC (registered number 2294747), a public
limited company incorporated under the laws of England and Wales, whose
registered office is at Abbey National House, 2 Triton Square, Regent's
Place, London NW1 3AN;
ABBEY DEED AND POWER OF ATTORNEY means the deed and power of attorney
made by Abbey in favour of Funding and its successors and assigns, on the
Initial Closing Date, pursuant to the Mortgages Trust Deed;
ABBEY GROUP means the Seller and its Subsidiaries;
ABBEY INSURANCE POLICIES means: (a) the Properties in Possession Policy;
and (b) the Abbey National PLC Policies;
ABBEY NATIONAL PLC POLICIES means those of the Buildings Policies which
are issued to Borrowers by the Seller on behalf of CGU Underwriting
Limited (formerly known as Commercial Union Underwriting Limited) or such
other entity as may from time to time be appointed to issue the Buildings
Policies;
ABBEY SVR means the standard variable rate of interest set by the Seller
which is used to calculate interest on all Variable Rate Loans (other
than Tracker Loans) beneficially owned by the Seller on the Seller's
residential mortgage book;
ACCESSION UNDERTAKING means a form of deed of accession to the Funding
Deed of Charge substantially in the form set out in Schedule 2 to the
Funding Deed of Charge;
ACCOUNT BANK means the bank at which the Mortgages Trustee GIC Account,
the Funding GIC Account and the Funding Transaction Account are
maintained from time to time, being as at the Initial Closing Date, Abbey
situated at 21 Prescot Street, London E1 8AD and thereafter such other
Authorised Entity as Funding may choose with the prior written approval
of the Security Trustee or as the Mortgages Trustee may choose with the
prior written consent of the Beneficiaries;
ACCRUED INTEREST means as at any date (the DETERMINATION DATE) on or
after the date hereof and in relation to any Loan, interest on such Loan
(not being interest which is currently payable on the determination date)
which has accrued from and including the Monthly Payment Day immediately
prior to the determination date to and including the determination date;
ADVANCE means the aggregate of the amount advanced by the Start-up Loan
Provider to Funding on the Initial Closing Date pursuant to the First
Start-up Loan Agreement, the amount advanced by the Start-up Loan
Provider to Funding on the Second Issuer Closing Date pursuant to the
Second Start-up Loan Agreement, the amount advanced by the Third Start-up
Loan Provider to Funding on the Third Issuer Closing Date pursuant to the
Third Start-up Loan Agreement, the amount advanced by the Fourth Start-up
Loan Provider to Funding on the Fourth Issuer Closing Date pursuant to
the Fourth Start-up Loan Agreement, the amount advanced by the Fifth
Start-up Loan Provider to Funding on the Fifth Issuer Closing Date
pursuant to the Fifth Start-up Loan Agreement, the amount advanced by the
Sixth Start-up Loan Provider to Funding on the Sixth Issuer Closing Date
pursuant to the Sixth Start-up Loan Agreement, the amount advanced by the
Seventh Start-up Loan Provider to Funding on the Seventh Issuer Closing
Date pursuant to the Seventh Start-up Loan Agreement, the amount advanced
by the Eighth Start-up Loan Provider to Funding on the
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Eighth Issuer Closing Date pursuant to the Eighth Start-up Loan
Agreement, the amount advanced by the Tenth Start-up Loan Provider to
Funding on the Tenth Issuer Closing Date pursuant to the Tenth Start-up
Loan Agreement, the amount advanced by the Issue 2007-1 Start-up Loan
Provider to Funding on the 2007-1 Closing Date pursuant to the Issue
2007-1 Start-up Loan Agreement, the amount advanced by the Issue 2007-3
Start-up Loan Provider to Funding on the 2007-3 Closing Date pursuant to
the Issue 2007-3 Start-up Loan Agreement and the amount advanced by the
Start-up Loan Provider or any New Start-up Loan Provider on any Closing
Date pursuant to any New Start-up Loan Agreement, or such part of such
amount as shall be outstanding from time to time;
AGENT BANK means The Bank of New York, acting through its London Branch
or such other person for the time being acting as agent bank under the
Master Issuer Paying Agent and Agent Bank Agreement;
ALTERNATIVE ACCOUNT means a bank account opened in the name of the
Mortgages Trustee (other than the Mortgages Trustee GIC Account), subject
to the terms set out in Clause 7.3 of the Bank Account Agreement;
ALTERNATIVE INSURANCE RECOMMENDATIONS means the Seller's standard
documents entitled "Alternative Insurance Requirements - New Business"
and "Alternative Insurance Requirements", and any other document
containing similar recommendations which is sent to Borrowers in
accordance with the Seller's Policy;
AMENDED AND RESTATED CASH MANAGEMENT AGREEMENT means the agreement so
named and entered into on the Ninth Issuer Closing Date;
AMENDED AND RESTATED FUNDING DEED OF CHARGE means the deed entered into
on the Sixth Issuer Closing Date amending and restating the Funding Deed
of Charge;
AMENDED AND RESTATED INTERCOMPANY LOAN TERMS AND CONDITIONS means the
amended and restated intercompany loan terms and conditions signed for
the purposes of identification on the Ninth Issuer Closing Date by
Funding, the Security Trustee and the Agent Bank;
AMENDED AND RESTATED MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE means
the Further Amended and Restated Master Definitions and Construction
Schedule;
AMENDMENT AGREEMENT TO BANK ACCOUNT AGREEMENT means the amendment
agreement so named dated the Eighth Issuer Closing Date;
AMENDMENT AGREEMENT TO CASH MANAGEMENT AGREEMENT means the amendment
agreement so named dated the Second Issuer Closing Date;
AMENDMENT AGREEMENT TO INTERCOMPANY LOAN TERMS AND CONDITIONS means the
amendment agreement so named dated the Second Issuer Closing Date;
AMENDMENT AGREEMENT TO MORTGAGE SALE AGREEMENT means the amendment
agreement so named dated the Second Issuer Closing Date;
ANPLC 1995 MORTGAGE CONDITIONS (or 1995 MORTGAGE CONDITIONS) means the
mortgage conditions booklet reference 0062/July 95 PA2 and any subsequent
amendment therefor acceptable to a reasonable, prudent mortgage lender;
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ANPLC 1995 SCOTTISH MORTGAGE CONDITIONS means the mortgage conditions
booklet reference 0041 Nov 01 F and any subsequent amendment therefor
acceptable to a reasonable, prudent mortgage lender;
ANPLC 2002 MORTGAGE CONDITIONS (or STANDARD MORTGAGE CONDITIONS 2002)
means the mortgage conditions booklet reference 0154/July 02 F and any
subsequent amendment thereto acceptable to a reasonable, prudent mortgage
lender;
ANPLC 2004 MORTGAGE CONDITIONS (or STANDARD MORTGAGE CONDITIONS 2004)
means the mortgage conditions booklet reference 0154 NOV 04DS and any
subsequent or previous amendment thereto acceptable to a reasonable,
prudent mortgage lender;
ANPLC 2006 MORTGAGE CONDITIONS (or STANDARD MORTGAGE CONDITIONS 2006)
means the mortgage conditions booklet reference 0154 MAR 06 F and any
subsequent or previous amendment thereto acceptable to a reasonable,
prudent mortgage lender;
ANPLC 2007 MORTGAGE CONDITIONS (or STANDARD MORTGAGE CONDITIONS 2007)
means the mortgage conditions booklet reference 0154 JUL 07 FD and any
subsequent or previous amendment thereto acceptable to a reasonable,
prudent mortgage lender;
ANTICIPATED CASH ACCUMULATION PERIOD means the anticipated number of
months required to accumulate sufficient Principal Receipts to pay the
relevant Bullet Amount or the anticipated number of months required to
accumulate sufficient Principal Receipts to set aside the relevant Series
1 Term AAA Cash Amount, which will be equal to:
A + B - C
---------------
D x E x (F - G)
calculated in months and rounded up to the nearest whole number, where:
A = (i) the relevant Bullet Amount or (ii) the relevant
Series 1 Term AAA Cash Amount;
B = (i) the Outstanding Principal Balance of any Bullet Term
Advance and/or Scheduled Amortisation Amount that was
not fully repaid on its relevant Scheduled Repayment
Date, plus any other Bullet Amount and/or Scheduled
Amortisation Amount, the Scheduled Repayment Date of
which falls on or before the Scheduled Repayment
Date of the relevant Bullet Amount, or (ii) the
aggregate amount outstanding of any Series 1 Term AAA
Cash Amount that was not set aside in full on the
Interest Payment Date on which it was due to be set
aside and any other Series 1 Term AAA Cash Amount the
relevant Interest Payment Date of which falls on or
before the relevant interest payment date of the
Series 1 Term AAA Cash Amount;
C = the amount of any available cash already standing to
the credit of the Cash Accumulation Ledger (including
any Cash Accumulation Sub-Ledger);
D = the Principal Payment Rate;
E = 0.90;
F = the aggregate Outstanding Principal Balance of the
Loans comprising the Trust Property; and
G = the aggregate of the principal amount outstanding of
the Payable Pass-Through Term Advances which is then
due and payable;
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IN ARREARS or IN ARREARS means, in respect of a Mortgage Account, that
one or more Monthly Payments in respect of such Mortgage Account have
become due and remain unpaid by a Borrower;
ARREARS OF INTEREST means, in respect of a given date, interest,
principal (if applicable) and expenses which are due and payable on that
date;
ARREARS TRIGGER EVENT means either (i) the Outstanding Principal Balance
of the Loans in arrears for more than 90 days divided by the Outstanding
Principal Balance of all of the Loans in the Mortgages Trust (expressed
as a percentage) exceeds 2 per cent. or (ii) if any Issuer (including any
New Issuer) does not exercise its options to redeem the Notes (other than
pursuant to Condition 5.5 (Optional redemption for tax and other reasons)
or Condition 5.6 (Optional redemption for implementation of EU Capital
Requirements Directive) of the Master Issuer Notes or any equivalent
conditions of any other Notes and other than pursuant to Condition 5.9
(Optional purchase) of the Master Issuer Notes or any equivalent
conditions of any other Notes) (but only where such right of redemption
arises on or after a particular specified date and not as a result of the
occurrence of any event specified in the Terms and Conditions);
ASSET TRIGGER EVENT means the event that occurs when there is an amount
being debited to the AAA Principal Deficiency Sub Ledger;
ASSIGNMENT DATE means the date of assignment of any New Portfolio to the
Mortgages Trustee in accordance with Clause 4 of the Mortgage Sale
Agreement;
ASSIGNMENT OF THIRD PARTY RIGHTS means an assignment and assignation of
Related Security and rights of action against third parties substantially
in the form set out in Schedule 7 to the Mortgage Sale Agreement;
AUDITORS means Deloitte & Touche LLP of Stonecutter Court, 1 Stonecutter
Street, London EC4A 4TR or such other internationally independent firm of
auditors selected from time to time by, (in the case of the Mortgages
Trustee), the Mortgages Trustee and the Security Trustee, or (in the case
of Funding), Funding and the Security Trustee;
AUTHORISED ENTITY means (a) any entity the short-term unguaranteed and
unsecured debt of which is rated at least A-1+ by S&P, P-1 by Moody's,
and F1 by Fitch or (b) any other entity approved in writing by the
Security Trustee and the Rating Agencies, in each case being an
institution with a Part IV permission that includes accepting deposits
under FSMA;
AUTHORISED INVESTMENTS means:
(a) Sterling gilt-edged securities;
(b) Sterling demand or time deposits, certificates of deposit and
short-term debt obligations (including commercial paper) provided
that in all cases such investments have a maturity date falling no
later than the next following Interest Payment Date, the
short-term unsecured, unguaranteed and unsubordinated debt
obligations of the issuing or guaranteeing entity or the entity
with which the demand or time deposits are made (being an
authorised person under the FSMA) are rated A-1+ by Standard &
Poor's, P-1 by Moody's and F1 (in the case of such investments
having a maturity of less than 30 days) or F1+ (in the case of
such investments having a maturity of 30 or more days) by Fitch or
their equivalents by three other internationally recognised Rating
Agencies and the long term unsecured, unguaranteed and
unsubordinated debt obligations of such entity are rated at least
A (in the case of such investments having a maturity of less than
30 days) or AA- (in the case of such investments having
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a maturity of more than 30 days) by Fitch or which are otherwise
acceptable to the Rating Agencies (if they are notified in
advance) to maintain the then current ratings of the Master Issuer
Notes; and
(c) in the case of any collateral provided by a Master Issuer Swap
Provider and/or the Funding Swap Provider, such demand or time
deposits in such currencies as are approved by the Rating Agencies
in respect of the relevant Master Issuer Swap Agreement and/or the
Funding Swap Agreement;
AUTHORISED SIGNATORY means any authorised signatory referred to in, as
applicable, the Funding Transaction Account Mandate, the Funding GIC
Account Mandate and the Mortgages Trustee GIC Account Mandate;
AVERAGE FIXED RATE LOAN BALANCE has the meaning given in the Funding Swap
Agreement;
AVERAGE TRACKER LOAN BALANCE has the meaning given in the Funding Swap
Agreement;
AVERAGE VARIABLE RATE LOAN BALANCE has the meaning given in the Funding
Swap Agreement;
BACS means the Bankers' Automated Clearing Service as amended from time
to time or any scheme replacing the same;
BANK ACCOUNT AGREEMENT means the agreement entered into on the Initial
Closing Date between the Account Bank, the Mortgages Trustee, Funding and
the Security Trustee which governs the operation of the Mortgages Trustee
GIC Account, the Funding GIC Account and the Funding Transaction Account
as amended by the Amendment Agreement to the Bank Account Agreement and
the Second Amendment Agreement to the Bank Account Agreement;
BANK ACCOUNTS means the Mortgages Trustee GIC Account, the Funding GIC
Account, the Funding Transaction Account and any additional or
replacement bank accounts opened in the name of either the Mortgages
Trustee and/or Funding from time to time with the prior written consent
of the Security Trustee and the Rating Agencies;
BBB PRINCIPAL DEFICIENCY SUB LEDGER means the sub-ledger of the Principal
Deficiency Ledger corresponding to the Term BBB Advances which was
established on the Initial Closing Date in order to record any Losses
allocated to the Funding Share of the Trust Property or the application
of Funding Available Principal Receipts in paying interest on the Term
Advances and certain amounts ranking in priority thereto in accordance
with the Funding Pre-Enforcement Revenue Priority of Payments;
BENEFICIARIES means both Funding and the Seller together, as
beneficiaries of the Mortgages Trust;
BORROWER means, in relation to a Loan, the individual or individuals
specified as such in the relevant Mortgage together with the individual
or individuals (if any) from time to time assuming an obligation to repay
such Loan or any part of it;
BUILDINGS POLICIES means:
(a) all buildings insurance policies relating to freehold English
Properties or any Scottish Properties which have been taken out in
the name of the relevant Borrower (and, in
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the case of the Abbey National PLC Policies, the Seller) in
accordance with the applicable Mortgage Terms or the Alternative
Insurance Recommendations; and
(b) all landlord's buildings insurance policies relating to leasehold
Properties;
BULLET AMOUNT means the bullet amount(s) of the Term Advances, as set out
in the relevant Issuer Master Definitions and Construction Schedule;
BULLET TERM ADVANCE means any term advance where the full amount of
principal in respect of that term advance is scheduled for repayment on a
single Interest Payment Date (being the Scheduled Repayment Date);
BUSINESS DAY means a day that is each of a London Business Day, a New
York Business Day and a TARGET Business Day;
CANADIAN BUSINESS DAY means a day (other than a Saturday, Sunday or
statutory holiday) on which banks are generally open for business in
Toronto;
CAPITALISED ARREARS means, in relation to a Loan at any date (the
DETERMINATION DATE), the amount (if any) at such date of any Arrears of
Interest in respect of which, at the determination date, each of the
following conditions has been satisfied:
(a) the Seller has, by arrangement with the relevant Borrower, agreed
to capitalise such Arrears of Interest; and
(b) such Arrears of Interest have been capitalised and added, in the
accounts of the Seller (or, if the determination date occurs after
the Initial Closing Date, the Mortgages Trustee), to the principal
amount outstanding in respect of such Loan;
CAPITALISED EXPENSES means, in relation to a Loan, the amount of any
expense, charge, fee, premium or payment (excluding, however, any Arrears
of Interest) capitalised and added to the principal amount outstanding in
respect of such Loan in accordance with the relevant Mortgage Terms
(including for the avoidance of doubt, any High Loan-to-Value Fee);
CAPITALISED INTEREST means the increase in the Outstanding Principal
Balance of a Flexible Loan that occurs as a result of the relevant
Borrower having taken a Payment Holiday or having made an Underpayment in
respect of interest on that Flexible Loan, such increase to be in an
amount equal to the accrued interest that was due but not paid;
CAPPED RATE LOANS means those Loans that are subject to a maximum rate of
interest and where the interest rate payable by the Borrower is the
lesser of the SVR or, as the case may be, the Tracker Rate and such
specified maximum rate of interest;
CASH means cash and/or amounts standing to the credit of a bank account,
as the context shall require;
CASH ACCUMULATION LEDGER means a ledger, to be maintained by the Cash
Manager under the Cash Management Agreement, which records the amounts
accumulated by Funding to be set aside as a Series 1 Term AAA Cash Amount
on a relevant Interest Payment Date in the Cash Accumulation Sub-Ledger
for the relevant Issuer and/or will record the amount of Funding
Principal Receipts saved by Funding to repay the relevant Bullet Term
Advances and the relevant Scheduled Amortisation Term Advances;
CASH ACCUMULATION PERIOD means the period beginning on the earlier of:
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(a) the commencement of the Anticipated Cash Accumulation Period; and
(b) (i) four months prior to the Scheduled Repayment Date of the
relevant Bullet Amount and/or, (ii) four months prior to the
Interest Payment Date on which each and/or any Series 1 Term AAA
Cash Amount is to be set aside by Funding provided that, in the
case of each and/or any Series 1 Term AAA Cash Amount, if the
Portfolio CPR falls below 15 per cent., such period shall be
extended to eight months or such shorter period until the Interest
Payment Date on which such Series 1 Term AAA Cash Amount is to be
set aside by Funding,
and ending when Funding has accumulated an amount equal to the relevant
Bullet Amount for payment to the relevant Issuer (as shown on the Cash
Accumulation Ledger) and/or an amount equal to the relevant Series 1 Term
AAA Cash Amount which is to be set aside by Funding for the relevant
Issuer (as shown on the Cash Accumulation Sub-Ledger for the relevant
Issuer);
CASH ACCUMULATION SUB-LEDGER means a sub-ledger of the Cash Accumulation
Ledger which will be maintained by the Cash Manager under the Cash
Management Agreement, to record the amounts accumulated by Funding to be
set aside as a Series 1 Term AAA Cash Amount on a relevant Interest
Payment Date;
CASH MANAGEMENT AGREEMENT means the cash management agreement entered
into on the Initial Closing Date between the Cash Manager, the Mortgages
Trustee, Funding, and the Security Trustee, as amended by the Amendment
Agreement to Cash Management Agreement, the Second Amendment Agreement to
the Cash Management Agreement, the Third Amendment Agreement to the Cash
Management Agreement and as amended and restated by the Amended and
Restated Cash Management Agreement;
CASH MANAGEMENT SERVICES means the cash management services set out in
the Cash Management Agreement;
CASH MANAGER means Abbey acting, pursuant to the Cash Management
Agreement, as agent for the Mortgages Trustee, Funding and the Security
Trustee inter alia to manage all cash transactions and maintain certain
ledgers on behalf of the Mortgages Trustee and Funding;
CASH MANAGER TERMINATION EVENT has the meaning given in Clause 13.1 of
the Cash Management Agreement;
CCA means the Consumer Credit Act 1974;
CERTIFICATE OF TITLE means a solicitor's or licensed or qualified
conveyancer's report or certificate of title obtained by or on behalf of
the Seller in respect of each Property substantially in the form of the
pro-forma set out in the Standard Documentation;
CLASS A NOTES means the Class A First Issuer Notes, the Class A Second
Issuer Notes, the Class A Third Issuer Notes, the Class A Fourth Issuer
Notes, the Class A Fifth Issuer Notes, the Class A Sixth Issuer Notes,
the Class A Seventh Issuer Notes, the Class A Eighth Issuer Notes, the
Class A Ninth Issuer Notes, the Class A Tenth Issuer Notes, any class A
notes issued by the Master Issuer and any class A notes issued by any New
Issuer;
CLEARING AGENCY means an agency registered under provisions of Section
17A of the United States Securities Exchange Act of 1934;
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CLEARING CORPORATION means a corporation within the meaning of the New
York Uniform Commercial Code;
CLEARSTREAM, LUXEMBOURG means Clearstream Banking, societe anonyme;
CLOSING DATE means the Initial Closing Date, the Second Issuer Closing
Date, the Third Issuer Closing Date, the Fourth Issuer Closing Date, the
Fifth Issuer Closing Date, the Sixth Issuer Closing Date, the Seventh
Issuer Closing Date, the Eighth Issuer Closing Date, the Ninth Issuer
Closing Date, the Tenth Issuer Closing Date, any Master Issuer Closing
Date and any New Issuer Closing Date;
CLOSING TRUST PROPERTY means the portfolio of Loans and their Related
Security (including without limitation all Scottish Trust Property), held
by the Mortgages Trustee on or about the applicable Closing Date other
than:
(a) any loans and their Related Security which have been redeemed in
full or repurchased; and
(b) any Loans and their Related Security which did not otherwise
comply with the terms of the Mortgage Sale Agreement as at the
relevant Assignment Date;
COMPLETION means the completion of the sale and purchase of the Portfolio
pursuant to and in accordance with Clause 6 of the Mortgage Sale
Agreement;
CONVENTION means the Modified Following Business Day Convention as
defined in the 1991 ISDA Definitions;
CORPORATE SERVICES AGREEMENT means the agreement dated on the Initial
Closing Date and made between the Corporate Services Provider, Holdings,
the First Issuer, Funding, the Mortgages Trustee, the Post Enforcement
Call Option Holder, Abbey and the Security Trustee for the provision by
the Corporate Services Provider of certain corporate services and
personnel to the First Issuer, Funding, the Mortgages Trustee, Holdings
and the Post Enforcement Call Option Holder;
CORPORATE SERVICES PROVIDER means Wilmington Trust SP Services (London)
Limited or such other person or persons for the time being acting as
Corporate Services Provider under the Corporate Services Agreement;
CURRENT FUNDING SHARE means the amount of Trust Property beneficially
owned by Funding from time to time, as determined in accordance with
Clause 8 of the Mortgages Trust Deed;
CURRENT FUNDING SHARE PERCENTAGE means the percentage share of Funding in
the Trust Property from time to time, as determined in accordance with
Clause 8 of the Mortgages Trust Deed;
CURRENT SELLER SHARE means the amount of Trust Property, beneficially
owned by the Seller from time to time, as determined in accordance with
Clause 8 of the Mortgages Trust Deed;
CURRENT SELLER SHARE PERCENTAGE means the percentage share of the Seller
in the Trust Property from time to time as determined in accordance with
Clause 8 of the Mortgages Trust Deed;
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CUSTOMER FILES means the file or files relating to each Loan containing,
inter alia:
(a) all material correspondence relating to that Loan; and
(b) the completed mortgage documentation applicable to the Loan (other
than the Title Deeds) including the Valuation Report and the
solicitor's or licensed or qualified conveyancer's Certificate of
Title,
whether original documentation, electronic form or otherwise;
D.D. DATE means the date of delivery to the Account Bank or BACS (as the
case may be) of such instructions as may be necessary from time to time
for the debit of a Borrower's account in respect of which there is a
direct debit mandate;
DEED OF AMENDMENT means the deed so named dated the Third Issuer Closing
Date amending the Funding Swap Agreement;
DEED OF AMENDMENT TO MORTGAGES TRUST DEED means the deed so named dated
the Second Issuer Closing Date;
DEED OF CONSENT means a deed whereby a person in or intended to be in
occupation of a Property agrees with the Seller to postpone his or her
interest (if any) in the Property so that it ranks after the interest
created by the relevant Mortgage;
DEED OF POSTPONEMENT means a deed whereby a mortgagee or heritable
creditor of a Property agrees with the Seller to postpone its mortgage or
standard security over the Property so that the sums secured by it will
rank for repayment after the sums secured by the relevant Mortgage;
DEEMED AAA RATING means the deemed rating of a Term Advance Rating where
the corresponding Notes are rated, on the Closing Date thereof, A-1+ by
S&P, P-1 by Moody's and F1+ by Fitch;
DEFERRED CONSIDERATION means in respect of each Interest Payment Date and
on the date of repayment in full of all Intercompany Loans, the amount of
(X) where the value of (X) is determined by applying the following
formula:
(X) = (A - (B + C))
where:
A is an amount equal to Funding Available Revenue Receipts as
determined by the Cash Manager on the Intercompany Loan
Determination Date immediately preceding the relevant Interest
Payment Date;
B is an amount equal to the amount to be applied by the Cash Manager
on the relevant Interest Payment Date in making payment or
provision in and towards satisfaction of items (a) to (r) and
items (t) to (v) of the Funding Pre-Enforcement Revenue Priority
of Payments or, as the case may be, items (a) to (l) of the
Funding Post Enforcement Priority of Payments; and
C is an amount equal to all Funding Revenue Receipts received from
the Mortgages Trustee during the relevant Interest Period
multiplied by 0.01% per annum,
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provided that, for the avoidance of doubt, if the amount of (X) for any
Interest Payment Date (or the date of repayment in full of all
Intercompany Loans) shall be equal to or less than zero the Deferred
Consideration shall be zero and no payment shall be due from Funding to
the Seller pursuant to item (x) of the Funding Pre-Enforcement Revenue
Priority of Payments or, as the case may be, item (n) of the Funding Post
Enforcement Priority of Payments;
DELAYED CASHBACK means in relation to any Loan, an agreement by the
Seller to pay an amount to the relevant Borrower after a specified period
of time following completion of the relevant Loan;
DILIGENCE means the process (under Scots law) by which a creditor
attaches the property of a debtor to implement or secure a court decree
or judgment;
DIRECT DEBITING SCHEME means the scheme for the manual or automated
debiting of bank accounts operated in accordance with the detailed rules
of certain members of the Association for Payment Clearing Services;
DISTRIBUTION DATE means the eighth day of each month or, if not a London
Business Day, the next succeeding London Business Day, or as the case may
be, the date that Funding acquires a portion of the Current Seller Share
of the Trust Property pursuant to Clause 4 of the Mortgages Trust Deed or
as the case may be, the date that Funding pays moneys (excluding Deferred
Consideration) to the Seller in consideration of the Seller assigning New
Loans to the Mortgages Trustee pursuant to Clause 4 of the Mortgage Sale
Agreement;
DISTRIBUTION PERIOD means the period from and including a Distribution
Date to but excluding the next following Distribution Date;
DOWNGRADE TERMINATION EVENT means, in respect of the Funding Swap
Agreement, the additional termination events set forth in Part 5(k) of
the Schedule to the ISDA Master Agreement applicable thereto;
DOWNGRADE TERMINATION PAYMENT means a termination payment due and payable
to the Funding Swap Provider following the occurrence of a Downgrade
Termination Event under the Funding Swap Agreement;
DRAWDOWN DATE means, in respect of the First Issuer Intercompany Loan,
the Initial Closing Date; in respect of the Second Issuer Intercompany
Loan, the Second Issuer Closing Date; in respect of the Third Issuer
Intercompany Loan, the Third Issuer Closing Date; in respect of the
Fourth Issuer Intercompany Loan, the Fourth Issuer Closing Date; in
respect of the Fifth Issuer Intercompany Loan, the Fifth Issuer Closing
Date; in respect of the Sixth Issuer Intercompany Loan, the Sixth Issuer
Closing Date; in respect of the Seventh Issuer Intercompany Loan, the
Seventh Issuer Closing Date; in respect of the Eighth Issuer Intercompany
Loan, the Eighth Issuer Closing Date; in respect of the Ninth Issuer
Intercompany Loan, the Ninth Issuer Closing Date; in respect of the Tenth
Issuer Intercompany Loan, the Tenth Issuer Closing Date; in respect of
the Master Issuer Intercompany Loan, any Master Issuer Closing Date and
in respect of any New Intercompany Loan, the date on which the New Term
Advances thereunder are made;
DRAWDOWN NOTICE means, in respect of an Intercompany Loan, a notice
delivered by Funding to the Issuer and the Security Trustee requesting a
drawing under that Intercompany Loan Agreement;
DTC means The Depository Trust Company;
11
DTI means the Department of Trade and Industry;
EARLY REPAYMENT FEE means any fee which a Borrower is required to pay in
the event that he or she is in default or his or her Loan becomes
repayable for any other mandatory reason or he or she repays all or any
part of the relevant Loan before a specified date;
EIGHTH START-UP LOAN means the start-up loan that the Eighth Start-up
Loan Provider made available to Funding pursuant to the Eighth Start-up
Loan Agreement;
EIGHTH START-UP LOAN AGREEMENT means the agreement entered into on or
about the Eighth Issuer Closing Date between Funding, the Eighth Start-up
Loan Provider and the Security Trustee relating to the provision of the
Eighth Start-up Loan to Funding;
EIGHTH START-UP LOAN PROVIDER means Abbey, in its capacity as provider of
the Eighth Start-up Loan;
ENCUMBRANCE has the same meaning as SECURITY INTEREST;
ENFORCEMENT PROCEDURES means the procedures for the enforcement of
Mortgages undertaken by the Servicer from time to time in accordance with
the Seller's Policy;
ENGLISH LOAN means a Loan secured by an English Mortgage;
ENGLISH MORTGAGE means a Mortgage secured over an English Property;
ENGLISH MORTGAGE CONDITIONS means the Mortgage Conditions applicable to
English Loans;
ENGLISH PROPERTY means a Property situated in England or Wales;
EUROCLEAR means Euroclear Bank S.A./N.V., as operator of the Euroclear
System or the successor for the time being to such business;
EXCHANGE ACT means the United States Securities Exchange Act of 1934, as
amended;
EXHIBIT means the exhibit to the Mortgage Sale Agreement which sets out
details of the Provisional Portfolio and the Standard Documentation;
FIFTH ISSUER means Holmes Financing (No.5) PLC;
FIFTH ISSUER CLOSING DATE means 8th November, 2001;
FIFTH START-UP LOAN means the start-up loan that the Fifth Start-up Loan
Provider made available to Funding pursuant to the Fifth Start-up Loan
Agreement;
FIFTH START-UP LOAN AGREEMENT means the agreement entered into on or
about the Fifth Issuer Closing Date between Funding, the Fifth Start-up
Loan Provider and the Security Trustee relating to the provision of the
Fifth Start-up Loan to Funding;
FIFTH START-UP LOAN PROVIDER means Abbey, in its capacity as provider of
the Fifth Start-up Loan;
FINAL NINTH ISSUER SERIES 1 TERM AAA ADVANCE INTEREST PERIOD means the
period from, and including, the Interest Payment Date falling in October
2006 to, but excluding, the Ninth Issuer Series 1 Term AAA Advance
Maturity Date;
12
FINAL MATURITY DATE means the interest payment date falling in the month
indicated for such series and class (or sub-class) of Notes in the
applicable Final Terms;
FINAL REPAYMENT DATE means the final repayment date of each Term Advance,
as specified in the relevant Issuer Master Definitions and Construction
Schedule;
FINAL TERMS means, in relation to any series and class (or sub-class) of
Master Issuer Notes, the final terms or US Prospectus Supplement (as
applicable) issued in relation to such series and class (or sub-class) of
Notes as a supplement to the Conditions and giving details of, inter
alia, the amount and price of such series and class (or sub-class) of
Master Issuer Notes;
FINANCIAL YEAR means the twelve month period ending on the last day of
the calendar year;
FIRST DEED OF ACCESSION means the deed of accession to the Funding Deed
of Charge dated the Second Issuer Closing Date;
FIRST DEED OF ACCESSION TO THE AMENDED AND RESTATED FUNDING DEED OF
CHARGE means the deed of accession to the Amended and Restated Funding
Deed of Charge entered into on the Seventh Issuer Closing Date;
FIRST ISSUER means Holmes Financing (No. 1) PLC;
FIRST RESERVE FUND means a fund established from the proceeds of the
First Start-up Loan Agreement, the Second Start-up Loan Agreement, the
Third Start-up Loan Agreement, the Eighth Start-Up Loan Agreement, the
Tenth Start-Up Loan Agreement, the Issue 2007-1 Start-up Loan Agreement,
the Issue 2007-3 Start-Up Loan Agreement, any New Start-up Loan Agreement
and the Funding Reserve Fund which may be used by Funding to meet any
deficit in revenue or to repay amounts of principal on Term AAA Advances;
FIRST RESERVE FUND REQUIRED AMOUNT means that amount specified in the
relevant Final Terms;
FIRST RESERVE FUND ADDITIONAL REQUIRED AMOUNT means that amount specified
in the relevant Final Terms;
FIRST RESERVE FUND TERM ADVANCES means: (i) on the applicable Scheduled
Repayment Date of each Bullet Term Advance, that Bullet Term Advance,
(ii) on the final maturity date of each Note in respect of which a
corresponding Scheduled Amortisation Term Advance (which is a Term AAA
Advance) has been made, that Scheduled Amortisation Term Advance, and
(iii) on the Final Repayment Date of each Pass Through Term-Advance
(which is a Term AAA Advance), that Pass Through Term Advance;
FIRST RESERVE LEDGER means the ledger that shall be maintained by the
Cash Manager pursuant to the Cash Management Agreement to record the
balance from time to time of the First Reserve Fund;
FIRST START-UP LOAN means the start-up loan that the Start-up Loan
Provider made available to Funding pursuant to the First Start-up Loan
Agreement;
FIRST START-UP LOAN AGREEMENT means the agreement entered into on or
about the Initial Closing Date between Funding, the First Start-up Loan
Provider and the Security Trustee relating to the provision of the First
Start-up Loan to Funding;
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FIRST START-UP LOAN PROVIDER means the Start-Up Loan Provider in its
capacity as provider of the First Start-Up Loan;
FITCH means Fitch Ratings Limited;
FIXED RATE LOANS means those Loans where the interest rate payable by the
Borrower does not vary and is fixed for a certain period of time by the
Seller together with such Capped Rate Loans which are no longer subject
to their variable rates of interest but instead subject to interest at
their specified capped rates;
FLEXIBLE LOAN means a type of Loan product that typically incorporates
features that give the Borrower options to, among other things, make
further drawings on the loan account and/or to overpay or underpay
interest and principal in a given month and for the avoidance of doubt
includes Flexible Plus Loans;
FLEXIBLE LOAN CONDITIONS means Mortgage Conditions applicable to any
Flexible Loan;
FLEXIBLE LOAN DRAWING means any further drawing of monies made by a
Borrower under a Flexible Loan other than the Initial Advance (but
including any Capitalised Interest);
FLEXIBLE PLUS LOANS means Flexible Loans governed under Mortgage
Conditions with reference MORT 0201/May 2003 and any subsequent amendment
or replacement therefor acceptable to a reasonable prudent mortgage
lender;
FOURTH AMENDED AND RESTATED MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE
means this schedule signed for the purposes of identification by Allen &
Overy LLP and Slaughter and May on or about [ ] 2008 (as the same may be
amended, restated, supplemented, replaced or novated from time to time);
FOURTH AMENDED AND RESTATED MASTER ISSUER MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE means the master issuer master definitions and
construction schedule signed for the purposes of identification by Allen
& Overy LLP and Slaughter and May on or about [ ] 2008 (as the same may
be amended, restated, supplemented, replaced or novated from time to
time)
FOURTH DEED OF ACCESSION means the deed of accession to the Funding Deed
of Charge dated the Fifth Issuer Closing Date;
FOURTH ISSUER means Holmes Financing (No. 4) PLC;
FOURTH ISSUER CLOSING DATE means 5th July, 2001;
FOURTH START-UP LOAN means the start-up loan that the Fourth Start-up
Loan Provider made available to Funding pursuant to the Fourth Start-up
Loan Agreement;
FOURTH START-UP LOAN AGREEMENT means the agreement entered into on or
about the Fourth Issuer Closing Date between Funding, the Fourth Start-up
Loan Provider and the Security Trustee relating to the provision of the
Fourth Start-up Loan to Funding;
FOURTH START-UP LOAN PROVIDER means Abbey, in its capacity as provider of
the Fourth Start-up Loan;
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FSMA means the Financial Services and Markets Act 2000 as amended,
supplemented and replaced from time to time;
FUNDING means Holmes Funding Limited;
FUNDING 2 means the new entity, being a wholly owned subsidiary of
Holdings which may be established by Holdings, from time to time to issue
new Notes and (with the agreement of the Seller and Funding) to acquire
an interest in the Trust Property;
FUNDING AGREEMENTS or FUNDING TRANSACTION DOCUMENTS means each of the
Transaction Documents to which Funding is a party including the Servicing
Agreement, the Mortgages Trust Deed, the Abbey Deed and Power of
Attorney, the Funding Deed of Charge, the Funding Swap Agreement, the
Corporate Services Agreement, the First Issuer Intercompany Loan
Agreement, the Second Issuer Intercompany Loan Agreement, the Third
Issuer Intercompany Loan Agreement, the Fourth Issuer Intercompany Loan
Agreement, the Fifth Issuer Intercompany Loan Agreement, the Sixth Issuer
Intercompany Loan Agreement, the Seventh Issuer Intercompany Loan
Agreement, the Eighth Issuer Intercompany Loan Agreement, the Ninth
Issuer Intercompany Loan Agreement, the Tenth Issuer Intercompany Loan
Agreement, the Master Intercompany Loan Agreement including any Master
Intercompany Loan thereunder, the Cash Management Agreement, the Bank
Account Agreement, the Funding Guaranteed Investment Contract, the First
Start-up Loan Agreement, the Second Start-up Loan Agreement, the Third
Start-up Loan Agreement, the Fourth Start-up Loan Agreement, the Fifth
Start-up Loan Agreement, the Sixth Start-up Loan Agreement, the Seventh
Start-up Loan Agreement, the Eighth Issuer Start-up Loan Agreement, the
Ninth Issuer Start-up Loan Agreement, the Tenth Issuer Start-up Loan
Agreement, the Issue 2007-1 Start-up Loan Agreement, the Issue 2007-3
Start-up Loan Agreement, the Mortgage Sale Agreement, each Scottish Trust
Deed, the Seller Power of Attorney, the Insurance Acknowledgements and
all other agreements referred to therein or otherwise referred to as
"Funding Agreements" in each Accession Undertaking entered into by, inter
alios, Funding and the Security Trustee, from time to time;
FUNDING AVAILABLE PRINCIPAL RECEIPTS means on the relevant Intercompany
Loan Determination Date, an amount equal to the aggregate of:
(a) all Funding Principal Receipts received during the Interest Period
ending on the immediately following Interest Payment Date (or in
the case of any distribution made on the Ninth Issuer Series 1
Term AAA Advance Maturity Date all Funding Principal Receipts
received by Funding during the Final Ninth Issuer Series 1 Term
AAA Advance Interest Period) and any other amounts standing to the
credit of the Funding Principal Ledger;
(b) the amounts standing to the credit of the Cash Accumulation Ledger
which have been accumulated to repay a Bullet Term Advance and/or,
as applicable, a Scheduled Amortisation Term Advance which has
become due and payable on the next Interest Payment Date
(including for the avoidance of doubt all Series 1 Term AAA Cash
Amounts standing to the credit of the Cash Accumulation Sub-Ledger
of the relevant Issuer which are to be applied on the Ninth Issuer
Series 1 Term AAA Advance Maturity Date or, as applicable, the
next interest payment date to repay the Ninth Issuer Series 1 Term
AAA Advance );
(c) the amounts (if any) to be credited to the Principal Deficiency
Ledger pursuant to items (f), (h), (j) and (l) in the Funding
Pre-Enforcement Revenue Priority of Payments on the immediately
following Interest Payment Date;
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(d) prior to the enforcement of the Funding Security and in respect of
the First Reserve Fund Term Advances only, the amount standing to
the credit of the First Reserve Ledger (but less any amounts
applied or to be applied on the immediately following Interest
Payment Date in payment of interest and other revenue expenses as
set out above in items (a) to (m) inclusive of the Funding
Pre-Enforcement Revenue Priority of Payments); and
(e) prior to the enforcement of the Funding Security or the occurrence
of an Asset Trigger Event, in respect of the Funding Liquidity
Reserve Fund Term Advances only, the amount standing to the credit
of the Funding Liquidity Reserve Ledger (if applicable) (but less
any amounts applied or to be applied on the immediately following
Interest Payment Date in payment of interest and other revenue
expenses as set out above in items (a) to (m) inclusive of the
Funding Pre-Enforcement Revenue Priority of Payments);
less
(f) the amount of Funding Principal Receipts (if any) to be applied on
the immediately following Interest Payment Date (or, as
applicable, the Ninth Issuer Series 1 Term AAA Advance Maturity
Date) to pay items (a) to (e) (inclusive), (g), (i) and (k) of the
Funding Pre-Enforcement Revenue Priority of Payments;
FUNDING AVAILABLE REVENUE RECEIPTS means on the relevant Intercompany
Loan Determination Date, an amount equal to the aggregate of:
(a) all Funding Revenue Receipts received during the Interest Period
ending on the immediately following Interest Payment Date (or, in
the case of the Ninth Issuer Series 1 Term AAA Advance Maturity
Date, all Mortgages Trust Available Revenue Receipts distributed
to Funding during the Final Ninth Issuer Series 1 Term AAA Advance
Interest Period);
(b) other net income of Funding including all amounts of interest
received on the Funding Bank Accounts and/or Authorised
Investments, amounts received by Funding under the Funding Swap
Agreement (other than (i) any early termination amount received by
Funding under the Funding Swap Agreement which are to be applied
to acquire a new swap, if required and (ii) any amount to be
credited to any account established by Funding to deposit any
collateral received by Funding under the Funding Swap Agreement
(including interest arising in respect thereof), subject always to
the provisions of Clause 4.7 of the Cash Management Agreement
except that such amounts shall comprise Funding Available Revenue
Receipts for the purposes of the Funding Pre-Enforcement Revenue
Priority of Payments subject to the terms thereof) and any payment
made by Seller pursuant to Clause 5.2 of the Mortgages Trust Deed,
in each case to be received on or prior to the immediately
following Interest Payment Date (or as applicable, the Ninth
Issuer Series 1 Term AAA Advance Maturity Date); and
(c) in the event that the amounts determined in accordance with
paragraphs (a) and (b) above would cause a Funding Income Deficit
(but, for the purpose of this paragraph (c) only, as if the
definition of "Funding Available Revenue Receipts" as used in the
definition of "Funding Income Deficit" did not include amounts
standing to the credit of the First Reserve Fund, the Funding
Liquidity Reserve Fund (if established), the Second Reserve Fund
and the Funding Reserve Fund), the amount standing to the credit
of the First Reserve Ledger representing the First Reserve Fund as
at that
16
Intercompany Loan Determination Date to the extent of such Funding
Income Deficit;
(d) if, after application of the amounts standing to the credit of the
First Reserve Ledger representing the First Reserve Fund, there
would still remain a Funding Income Deficit (calculated as
described in paragraph (c) above, but including the amount
standing to the credit of the First Reserve Ledger), then either:
(1) if the Funding Liquidity Reserve Ledger has been
established, the amount standing to the credit of the
Funding Liquidity Reserve Ledger representing the Funding
Liquidity Reserve Fund as at that Intercompany Loan
Determination Date; or
(2) if the Funding Liquidity Reserve Ledger has not been
established, the amount standing to the credit of the
Second Reserve Ledger representing the Second Reserve Fund
as at that Intercompany Loan Determination Date;
in each case to the extent of such Funding Income Deficit;
(e) if the Funding Liquidity Reserve Fund has been established and,
after application of the amounts standing to the credit of the
Funding Liquidity Reserve Ledger representing the Funding
Liquidity Reserve Fund, there would still remain a Funding Income
Deficit (calculated as described in paragraph (c) above, but
including the amounts standing to the credit of the First Reserve
Ledger and the Funding Liquidity Reserve Ledger), the amount
standing to the credit of the Second Reserve Ledger representing
the Second Reserve Fund as at that Intercompany Loan Determination
Date to the extent of such Funding Income Deficit; and
(f) if after application of the amounts standing to the credit of any
Funding Liquidity Reserve Ledger representing the Funding
Liquidity Reserve Fund and the amounts standing to the credit of
the Second Reserve Ledger representing the Second Reserve Fund,
there would still remain a Funding Income Deficit (calculated as
described in paragraph (c) above, but including the amounts
standing to the credit of the First Reserve Ledger, the Funding
Liquidity Reserve Ledger and the Second Reserve Ledger), the
amount standing to the credit of the Funding Reserve Ledger
representing the Funding Reserve Fund as at that Intercompany Loan
Determination Date to the extent of such Funding Income Deficit;
FUNDING BANK ACCOUNTS means the Funding GIC Account, the Funding
Transaction Account and such other bank account(s) held in the name of
Funding with the approval of the Security Trustee from time to time;
FUNDING CHARGED PROPERTY means the property charged by Funding pursuant
to Clauses 3.1 to 3.5 (inclusive) of the Funding Deed of Charge;
FUNDING DEED OF CHARGE means the deed of charge entered into on the
Initial Closing Date between inter alia, Funding, the First Issuer, the
Corporate Services Provider, the Account Bank, the Funding GIC Provider,
the Security Trustee, the Seller, the Start-up Loan Provider, the Cash
Manager, and the Funding Swap Provider as supplemented and amended by the
First Deed of Accession, the Second Deed of Accession, the Third Deed of
Accession, the Fourth Deed of Accession, as amended and restated on or
about the Sixth Issuer Closing Date, as further amended by the First Deed
of Accession to the Amended and Restated Funding Deed of Charge on or
about the Seventh Issuer Closing Date, as further amended by the Second
17
Deed of Accession to the Amended and Restated Funding Deed of Charge on
or about the Eighth Issuer Closing Date, as further amended by the Third
Deed of Accession to the Amended and Restated Funding Deed of Charge on
or about the Ninth Issuer Closing Date as further amended by the Fourth
Deed of Accession on or about the Tenth Issuer Closing Date, as amended
and restated on or about the Programme Date, as amended and restated on
or about the 2007-1 Closing Date (as the same may be amended, restated,
supplemented, replaced or novated from time to time);
FUNDING GIC ACCOUNT means the account in the name of Funding (sort code
09-02-40, account number 00008259) held at the Account Bank and
maintained subject to the terms of the Funding Guaranteed Investment
Contract, the Bank Account Agreement and the Funding Deed of Charge or
such additional or replacement account as may for the time being be in
place with the prior consent of the Security Trustee;
FUNDING GIC ACCOUNT AGREEMENT has the same meaning as FUNDING GUARANTEED
INVESTMENT CONTRACT;
FUNDING GIC ACCOUNT MANDATE means the bank account mandate between
Funding and the Account Bank relating to the operation of the Funding GIC
Account;
FUNDING GIC BALANCE means, on any day during an Interest Period, the
amount standing to the credit of the Funding GIC Account as at the
opening of business on such day;
FUNDING GIC PROVIDER means Abbey acting pursuant to the Funding
Guaranteed Investment Contract and/or such other person for the time
being acting as provider of a guaranteed investment contract to Funding;
FUNDING GIC RATE means the rate of interest accruing on the balance
standing to the credit of the Funding GIC Account equal to a rate of
three month LIBOR in respect of a Loan Determination Period;
FUNDING GUARANTEED INVESTMENT CONTRACT or FUNDING GIC ACCOUNT AGREEMENT
means the guaranteed investment contract entered into on or about the
Initial Closing Date between Funding, the Funding GIC Provider, the Cash
Manager and the Security Trustee, in relation to interest to be earned on
the Funding GIC Balance;
FUNDING INCOME DEFICIT means the amount of the shortfall between Funding
Available Revenue Receipts and the amounts required to pay items (a) to
(e) (inclusive), (g), (i) and (k) of the Funding Pre-Enforcement Revenue
Priority of Payments;
FUNDING LEDGERS means the Funding Principal Ledger, the Funding Revenue
Ledger, the First Reserve Ledger, the Second Reserve Ledger, the Funding
Liquidity Reserve Ledger, the Principal Deficiency Ledger, the
Intercompany Loan Ledger, the Cash Accumulation Ledger and the Funding
Reserve Ledger;
FUNDING LIQUIDITY FACILITY AGREEMENT means the liquidity facility
agreement which was terminated on 17 December 2005;
FUNDING LIQUIDITY FACILITY STAND-BY ACCOUNT means an account no longer
required further to the termination of the Funding Liquidity Facility
Agreement;
FUNDING LIQUIDITY RESERVE FUND means the reserve fund to be established
following a Funding Liquidity Reserve Relevant Event to meet interest and
principal (in limited circumstances) on all the outstanding Notes;
18
FUNDING LIQUIDITY RESERVE FUND TERM ADVANCES means (i) on the applicable
Scheduled Repayment Date of each Bullet Term Advance, that Bullet Term
Advance, (ii) on the final Scheduled Repayment Date of each Scheduled
Amortisation Term Advance which is a Term AAA Advance, that Scheduled
Amortisation Term Advance, and (iii) on the Final Repayment Date of each
Pass-Through Term Advance which is a Term AAA Advance, that Pass-Through
Term Advance;
FUNDING LIQUIDITY RESERVE LEDGER means the ledger that shall be
maintained by the Cash Manager pursuant to the Cash Management Agreement
to record the balance from time to time of the Funding Liquidity Reserve
Fund;
FUNDING LIQUIDITY RESERVE RELEVANT EVENT means, in relation to the
Seller, the downgrade on any day of the Seller's long-term, unsecured,
unsubordinated and unguaranteed debt obligations to below A3 by Moody's
or A- by Fitch (unless Moody's or Fitch, as applicable, confirms that the
then current ratings of the Notes will not be adversely affected by the
ratings downgrade);
FUNDING LIQUIDITY RESERVE REQUIRED AMOUNT means, on any Interest Payment
Date, an amount equal to the excess, if any, of 3 per cent. of the
aggregate outstanding balance of the Notes on that Interest Payment Date
over amounts standing to the credit of the First Reserve Fund on that
Interest Payment Date;
FUNDING POST-ENFORCEMENT PRIORITY OF PAYMENTS means the order of priority
in which the Security Trustee will apply all monies following a Funding
Event of Default and enforcement of the Funding Security (as set out in
Part III of Schedule 3 to the Funding Deed of Charge);
FUNDING POWER OF ATTORNEY means the power of attorney granted by Funding
in favour of the Security Trustee on the Initial Closing Date,
substantially in the form set out in Schedule 1 to the Funding Deed of
Charge;
FUNDING PRE-ENFORCEMENT REVENUE PRIORITY OF PAYMENTS means the order of
priority in which Funding Available Revenue Receipts will be applied
prior to the enforcement of the Funding Security (as set out in Part I of
Schedule 3 to the Funding Deed of Charge);
FUNDING PRINCIPAL PRIORITIES OF PAYMENTS means the order of priority for
the application of Funding Available Principal Receipts, prior to
enforcement of the Funding Security, set out in Part II of Schedule 3 to
the Funding Deed of Charge;
FUNDING PRINCIPAL LEDGER means the ledger on which receipts and payments
of Funding Principal Receipts will be recorded by the Cash Manager;
FUNDING PRINCIPAL RECEIPTS means the Funding Share of Principal Receipts
received by Funding from the Mortgages Trustee on each Distribution Date;
FUNDING PRIORITY OF PAYMENTS means, as applicable, the Funding
Post-Enforcement Priority of Payments, the Funding Pre-Enforcement
Revenue Priority of Payments and/or, as the case may be, the Funding
Principal Priorities of Payment;
FUNDING RESERVE FUND means a fund established from Funding Available
Revenue Receipts under the Cash Management Agreement after Funding has
paid all of its obligations in respect of items ranking higher than item
(s) of the Funding Pre-Enforcement Revenue Priority of Payments on each
Interest Payment Date;
19
FUNDING RESERVE LEDGER means a ledger maintained by the Cash Manager to
record any amounts credited to the Funding Reserve Fund from the excess
Funding Available Revenue Receipts, and any subsequent withdrawals in
respect of the Funding Reserve Fund;
FUNDING RESERVE FUND REQUIRED AMOUNT means, at any time, the amount
specified as such in the relevant Final Terms in connection with the most
recent issuance of Notes;
FUNDING REVENUE LEDGER means the ledger on which the Cash Manager will
record all monies received by Funding during an Interest Period (other
than the Funding Principal Receipts and collateral (including interest
and other sums derived thereon or therefrom) received by Funding under a
Funding Swap Agreement);
FUNDING REVENUE RECEIPTS means the Funding Share of Mortgages Trustee
Available Revenue Receipts received by Funding from the Mortgages Trustee
on each Distribution Date;
FUNDING SECURED CREDITORS means the Security Trustee, the Funding Swap
Provider, the Cash Manager, the Account Bank, the Funding GIC Provider,
the First Issuer, the Second Issuer, the Third Issuer, the Fourth Issuer,
the Fifth Issuer, the Sixth Issuer, the Seventh Issuer, the Eighth
Issuer, the Ninth Issuer, the Tenth Issuer, the Master Issuer, the
Seller, the Corporate Services Provider, the First Start-up Loan
Provider, the Second Start-up Loan Provider, the Third Start-up Loan
Provider, the Fourth Start-up Loan Provider, the Fifth Start-up Loan
Provider, the Sixth Start-up Loan Provider, the Seventh Start-up Loan
Provider, the Eighth Start-up Loan Provider, the Tenth Start-up Loan
Provider, the Issue 2007-1 Start-up Loan Provider, the Issue 2007-3
Start-up Loan Provider, and such other creditors of Funding who accede to
the Funding Deed of Charge from time to time pursuant to an Accession
Undertaking (including, for the avoidance of doubt, any New Issuer);
FUNDING SECURED OBLIGATIONS means the moneys and liabilities which
Funding covenants and undertakes in Clause 2 of the Funding Deed of
Charge to pay or discharge and all claims, demands or damages for breach
of any such covenant, and references to Funding Secured Obligations
includes references to any of them;
FUNDING SECURITY means the security granted by Funding to the Security
Trustee under the terms of the Funding Deed of Charge;
FUNDING SHARE means, prior to the first Distribution Date, the Initial
Funding Share and thereafter means the Current Funding Share;
FUNDING SHARE PERCENTAGE means, prior to the first Distribution Date, the
Initial Funding Share Percentage and thereafter means the Current Funding
Share Percentage;
FUNDING SHARE/SELLER SHARE LEDGER means the ledger to be maintained by
the Cash Manager, on behalf of the Mortgages Trustee and the
Beneficiaries, to record the Current Funding Share, the Current Funding
Share Percentage, the Current Seller Share and the Current Seller Share
Percentage of the Trust Property;
FUNDING SWAP means the amended and restated swap documented on the Second
Issuer Closing Date and amended on the Third Issuer Closing Date, on the
Seventh Issuer Closing Date, on the Eighth Issuer Closing Date and on the
Ninth Issuer Closing Date under the Funding Swap Agreement which enables
Funding to hedge against the possible variance between the fixed rates of
interest payable on the Fixed Rate Loans and a LIBOR based rate for
three-month sterling deposits, the possible variance between the rates of
interest payable on the Tracker Loans and a LIBOR based rate for
three-month sterling deposits and the
20
possible variance between the SVR payable on the Variable Rate Loans and
a LIBOR based rate for three-month sterling deposits;
FUNDING SWAP AGREEMENT means the ISDA Master Agreement and schedule
relating to the Funding Swap amended and restated on or about the Second
Issuer Closing Date, on or about the Seventh Issuer Closing Date, on or
about the Eighth Issuer Closing Date and on or about the Ninth Issuer
Closing Date and the confirmation documented thereunder entered into on
or about the Second Issuer Closing Date, as amended by the Deed of
Amendment each between Funding, the Funding Swap Provider and the
Security Trustee;
FUNDING SWAP PROVIDER means Abbey National Treasury Services plc acting
in its capacity as the Funding Swap Provider pursuant to the Funding Swap
Agreement;
FUNDING SWAP PROVIDER DEFAULT means the occurrence of an Event of Default
(as defined in the Funding Swap Agreement) where the Funding Swap
Provider is the Defaulting Party (as defined in the Funding Swap
Agreement);
FUNDING TRANSACTION ACCOUNT means the account in the name of Funding
(account no. 00008258, sort code 09-02-40) held with the Account Bank and
maintained subject to the terms of the Bank Account Agreement and the
Funding Deed of Charge or such other account as may for the time being be
in place with the prior consent of the Security Trustee and designated as
such;
FUNDING TRANSACTION ACCOUNT MANDATE means the bank account mandate
between Funding and the Account Bank relating to the operation of the
Funding Transaction Account;
FUNDING TRANSACTION DOCUMENTS has the same meaning as FUNDING AGREEMENTS;
FURTHER ADVANCE means in relation to a Loan, any advance of further money
to the relevant Borrower following the making of the Initial Advance
which is secured by the same Mortgage as the Initial Advance but does not
include the amount of any retention advanced to the relevant Borrower as
part of the Initial Advance after completion of the Mortgage and does not
include a Flexible Loan Drawing;
FUTURE TRUST PROPERTY means any or all New Portfolios assigned or to be
assigned to the Mortgages Trustee after the Initial Closing Date;
HIGH LOAN-TO-VALUE FEE means any fee incurred by a Borrower as a result
of taking out a Loan with an LTV ratio in excess of a certain percentage
specified in the Offer Conditions;
HOLDING COMPANY means a holding company within the meaning of Section 736
of the Companies Act 1985;
HOLDINGS means Holmes Holdings Limited (registered number 3689577), a
limited company incorporated under the laws of England and Wales, whose
registered office is at Abbey National House, 2 Triton Square, Regent's
Place, London NW1 3AN;
ICTA means the Income and Corporation Taxes Act 1988;
INITIAL ADVANCE means, in respect of any Loan, the original principal
amount advanced by the Seller including any retention(s) advanced to the
relevant Borrower after the date of the Mortgage but excluding any (a)
High Loan-to-Value Fee, (b) Further Advance, (c) Flexible Loan Drawing
and (d) Early Repayment Fee relating to any such Loan;
21
INITIAL CLOSING DATE means 26th July, 2000;
INITIAL CLOSING TRUST PROPERTY means the Initial Portfolio assigned by
the Seller to the Mortgages Trustee on the Initial Closing Date;
INITIAL CONSIDERATION is the sum of (pound)2,256,000,000 paid by Funding
to the Seller in consideration of the Seller's assignment of the Initial
Portfolio (together with any Accrued Interest and Arrears of Interest as
at the Initial Closing Date) to the Mortgages Trustee and the Funding
Share thereof;
INITIAL FUNDING SHARE means the share of Funding in the Trust Property on
the Initial Closing Date, being an amount equal to (pound)2,256,000,000;
INITIAL FUNDING SHARE PERCENTAGE means the percentage share of Funding in
the Trust Property on the Initial Closing Date being 35.25 per cent.;
INITIAL LOANS means the portfolio of residential first mortgage loans
assigned by the Seller to the Mortgages Trustee on the Initial Closing
Date pursuant to the Mortgage Sale Agreement;
INITIAL PORTFOLIO means the Provisional Portfolio other than any Loan and
its Related Security redeemed in full on or before the Initial Closing
Date;
INITIAL RELATED SECURITY means the Related Security assigned by the
Seller to the Mortgages Trustee on the Initial Closing Date pursuant to
the Mortgage Sale Agreement;
INITIAL RELEVANT SCREEN RATE in relation to the Notes has the meaning
given in Condition 4(C) and, in relation to any Intercompany Loan, has
the meaning given to it in the relevant Intercompany Loan Confirmation;
INITIAL SELLER SHARE means the share of the Seller in the Trust Property
on the Initial Closing Date being an amount equivalent to
(pound)4,143,214,202.63;
INITIAL SELLER SHARE PERCENTAGE means the percentage share of the Seller
in the Trust Property on the Initial Closing Date being 64.75 per cent.;
INITIAL TRUST PROPERTY means the sum of (pound)100 (one hundred pounds)
that SPV Management Limited (now Wilmington Trust SP Services (London)
Limited) settled on trust and held on trust absolutely as to both capital
and income by the Mortgages Trustee for the benefit of the Seller and
Funding pursuant to Clause 2.1 of the Mortgages Trust Deed;
INSOLVENCY EVENT in respect of the Seller, the Servicer or the Cash
Manager (each, for the purposes of this definition, a "RELEVANT ENTITY")
means:
(a) an order is made or an effective resolution passed or documents
filed contemplating the winding up or administration of the
Relevant Entity;
(b) the Relevant Entity ceases or threatens to cease to carry on its
business or stops payment or threatens to stop payment of its
debts or is deemed unable to pay its debts within the meaning of
section 123(a), (b), (c) or (d) of the Insolvency Act 1986 (as
amended) or becomes unable to pay its debts as they fall due or
the value of its assets falls to less than the amounts of its
liabilities (taking into account, for both these purposes,
contingent and prospective liabilities) or otherwise becomes
insolvent; and
22
(c) proceedings (including, but not limited to, presentation of an
application for an administration order, the filing of documents
with the court for the appointment of an administrator or the
service of a notice of intention to appoint an administrator) are
initiated against the Relevant Entity under any applicable
liquidation, administration, reorganisation (other than a
reorganisation where the Relevant Entity is solvent) or other
similar laws, save where such proceedings are being contested in
good faith, or an administrative or other receiver, administrator
or other similar official is appointed in relation to the whole or
any substantial part of the undertaking or assets of the Relevant
Entity or the appointment of an administrator takes effect; or a
distress, execution or diligence or other process is enforced upon
the whole or any substantial part of the undertaking or assets of
the Relevant Entity and in any of the foregoing cases it is not
discharged within fifteen London business days; or if the Relevant
Entity initiates or consents to judicial proceedings relating to
itself under any applicable liquidation, administration,
insolvency, reorganisation or other similar laws or takes steps in
relation to the appointment of an administrator out of court or
makes a conveyance or assignment for the benefit of its creditors
generally or takes steps with a view to obtaining a moratorium in
respect of any indebtedness;
INSURANCE ACKNOWLEDGEMENTS means, in the case of the Abbey Policies and
the Properties in Possession Policy, a letter from the relevant insurer
substantially in the form set out in Schedules 10 and 11, respectively,
to the Mortgage Sale Agreement;
INSURANCE POLICIES means the Buildings Policies and the Abbey Insurance
Policies and INSURANCE POLICY shall be construed accordingly;
INTERCOMPANY LOAN AGREEMENTS means the First Issuer Intercompany Loan
Agreement, the Second Issuer Intercompany Loan Agreement, the Third
Issuer Intercompany Loan Agreement, the Fourth Issuer Intercompany Loan
Agreement, the Fifth Issuer Intercompany Loan Agreement, the Sixth Issuer
Intercompany Loan Agreement, the Seventh Issuer Intercompany Loan
Agreement, the Eighth Issuer Intercompany Loan Agreement, the Ninth
Issuer Intercompany Loan Agreement, the Tenth Issuer Intercompany Loan
Agreement, the Master Issuer Intercompany Loan Agreement and any New
Intercompany Loan Agreement and INTERCOMPANY LOAN AGREEMENT means any one
of them;
INTERCOMPANY LOAN CONFIRMATION means a document substantially in the form
set out in Schedule 3 to the Intercompany Loan Terms and Conditions
confirming the principal terms of each Intercompany Loan Agreement
between Funding and the relevant Issuer;
INTERCOMPANY LOAN DETERMINATION DATE means the first day of the relevant
Interest Period;
INTERCOMPANY LOAN ENFORCEMENT NOTICE means a notice served by the
Security Trustee on Funding following the occurrence of an Intercompany
Loan Event of Default, pursuant to Clause 14.10 of the Intercompany Loan
Terms and Conditions or following the occurrence of a Master Intercompany
Loan Event of Default pursuant to Clause 15.10 of the Master Intercompany
Loan Agreement;
INTERCOMPANY LOAN EVENTS OF DEFAULT means the occurrence of an event of
default as specified in Clause 14 of the Intercompany Loan Terms and
Conditions or a Master Intercompany Loan Event of Default;
INTERCOMPANY LOAN TERMS AND CONDITIONS means the standard terms and
conditions incorporated into each Intercompany Loan Agreement, signed for
the purposes of identification on the Initial Closing Date by Funding,
the Security Trustee and the Agent Bank as amended by the Amendment
Agreement to Intercompany Loan Terms and
23
Conditions and the Second Amendment Agreement to Intercompany Loan Terms
and Conditions and as amended and restated by the Amended and Restated
Intercompany Loan Terms and Conditions;
INTERCOMPANY LOANS means the First Issuer Intercompany Loan, the Second
Issuer Intercompany Loan, the Third Issuer Intercompany Loan, the Fourth
Issuer Intercompany Loan, the Fifth Issuer Intercompany Loan, the Sixth
Issuer Intercompany Loan, the Seventh Issuer Intercompany Loan, the
Eighth Issuer Intercompany Loan, the Ninth Issuer Intercompany Loan, the
Tenth Issuer Intercompany Loan, the Master Intercompany Loan and any New
Intercompany Loan;
INTEREST PAYMENT DATE means (in relation to an Intercompany Loan or a
Start-up Loan) the 15th day of January, April, July and October in each
year and, in respect of the Ninth Issuer Series 1 Term AAA Advance only,
the Ninth Issuer Series 1 Term AAA Advance Maturity Date (or, if such day
is not a Business Day, the next succeeding Business Day);
INTEREST PERIOD means the period from (and including) an Interest Payment
Date (or in respect of the first Interest Period, the relevant Closing
Date) to (but excluding) the next following (or first) Interest Payment
Date (and for the avoidance of doubt, the final Interest Period in
respect of the Ninth Issuer Series 1 Term AAA Advance shall be the period
from, and including, the Interest Payment Date falling in October 2006
to, but excluding, the Ninth Issuer Series 1 Term AAA Advance Maturity
Date);
IRRECOVERABLE VAT means any amount in respect of VAT incurred by a party
to the Transaction Documents (for the purposes of this definition, a
RELEVANT PARTY) as part of a payment in respect of which it is entitled
to be indemnified under the relevant Transaction Documents to the extent
that the Relevant Party does not or will not receive and retain a credit
or repayment of such VAT as input tax (as that expression is defined in
section 24(1) of the Value Added Tax Act 1994) for the prescribed
accounting period (as that expression is used in section 25(1) of the
Value Added Tax Act 1994) to which such input tax relates;
ISSUE 2007-1 START-UP LOAN means the start-up loan that the Issue 2007-1
Start-up Loan Provider made available to Funding pursuant to the Issue
2007-1 Start-up Loan Agreement;
ISSUE 2007-1 START-UP LOAN AGREEMENT means the agreement entered into on
or about the 2007-1 Closing Date between Funding, the Issue 2007-1
Start-up Loan Provider and the Security Trustee relating to the provision
of the Issue 2007-1 Start-up Loan to Funding;
ISSUE 2007-1 START-UP LOAN PROVIDER means Abbey, in its capacity as
provider of the Issue 2007-1 Start-up Loan;
ISSUE 2007-3 START-UP LOAN means the start-up loan that the Issue 2007-3
Start-up Loan Provider made available to Funding pursuant to the Issue
2007-3 Start-up Loan Agreement;
ISSUE 2007-3 START-UP LOAN AGREEMENT means the agreement entered into on
or about the 2007-3 Closing Date between Funding, the Issue 2007-3
Start-up Loan Provider and the Security Trustee relating to the provision
of the Issue 2007-3 Start-up Loan to Funding;
ISSUE 2007-3 START-UP LOAN PROVIDER means Abbey, in its capacity as
provider of the Issue 2007-3 Start-up Loan;
ISSUER means the First Issuer, the Second Issuer, the Third Issuer, the
Fourth Issuer, the Fifth Issuer, the Sixth Issuer, the Seventh Issuer,
the Eighth Issuer, the Ninth Issuer, the Tenth Issuer, the Master Issuer
or as the context may require, any New Issuer;
24
ISSUER ACCOUNT BANK means the First Issuer Account Banks, the Second
Issuer Account Banks, the Third Issuer Account Banks, the Fourth Issuer
Account Banks, the Fifth Issuer Account Banks, the Sixth Issuer Account
Banks, the Seventh Issuer Account Banks, the Eighth Issuer Account Banks,
the Ninth Issuer Account Banks, the Tenth Issuer Account Banks, the
Master Issuer Account Banks and/or, as the context requires, the banks at
which the accounts of any New Issuer are maintained;
ISSUER ACCOUNTS means any of the First Issuer Accounts, the Second Issuer
Accounts, the Third Issuer Accounts, the Fourth Issuer Accounts, the
Fifth Issuer Accounts, the Sixth Issuer Accounts, the Seventh Issuer
Accounts, the Eighth Issuer Accounts, the Ninth Issuer Accounts, the
Tenth Issuer Accounts, the Master Issuer Accounts or, as the context may
require, any accounts held by any New Issuer;
ISSUER AGREEMENTS means those agreements to which any Issuer is party
(including, for the avoidance of doubt, the First Issuer Transaction
Documents, the Second Issuer Transaction Documents, the Third Issuer
Transaction Documents, the Fourth Issuer Transaction Documents, the Fifth
Issuer Transaction Documents, the Sixth Issuer Transaction Documents, the
Seventh Issuer Transaction Documents, the Eighth Issuer Transaction
Documents, the Ninth Issuer Transaction Documents, the Tenth Issuer
Transaction Documents and the Master Issuer Transaction Documents);
ISSUER DEEDS OF CHARGE means any of the First Issuer Deed of Charge, the
Second Issuer Deed of Charge, the Third Issuer Deed of Charge, the Fourth
Issuer Deed of Charge, the Fifth Issuer Deed of Charge, the Sixth Issuer
Deed of Charge, the Seventh Issuer Deed of Charge, the Eighth Issuer Deed
of Charge, the Ninth Issuer Deed of Charge, the Tenth Issuer Deed of
Charge and the Master Issuer Deed of Charge;
ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE means, as the context
requires, the First Issuer Master Definitions and Construction Schedule
dated on or about the Initial Closing Date, the Second Issuer Master
Definitions and Construction Schedule dated on or about the Second Issuer
Closing Date, the Third Issuer Master Definitions and Construction
Schedule dated on or about the Third Issuer Closing Date, the Fourth
Issuer Master Definitions and Construction Schedule dated on or about the
Fourth Issuer Closing Date, the Fifth Issuer Master Definitions and
Construction Schedule dated on or about the Fifth Issuer Closing Date,
the Sixth Issuer Master Definitions and Construction Schedule dated on or
about the Sixth Issuer Closing Date, the Seventh Issuer Master
Definitions and Construction Schedule dated on or about the Seventh
Issuer Closing Date, the Eighth Issuer Master Definitions and
Construction Schedule dated on or about the Eighth Issuer Closing Date,
the Ninth Issuer Master Definitions and Construction Schedule dated on or
about the Ninth Issuer Closing Date, the Tenth Issuer Master Definitions
and Construction Schedule dated on or about the Tenth Issuer Closing Date
and/or the Master Issuer Master Definitions and Construction Schedule
each signed for the purposes of identification by Allen & Overy LLP and
Slaughter and May, and/or each other master definitions and construction
schedule related to a New Issuer;
ISSUER NOTES includes all of the First Issuer Notes, the Second Issuer
Notes, the Third Issuer Notes, the Fourth Issuer Notes, the Fifth Issuer
Notes, the Sixth Issuer Notes, the Seventh Issuer Notes, the Eighth
Issuer Notes, the Ninth Issuer Notes, the Tenth Issuer Notes, the Master
Issuer Notes and, as the context may require any New Notes;
ISSUER SECURED CREDITORS means any of the First Issuer Secured Creditors,
the Second Issuer Secured Creditors, the Third Issuer Secured Creditors,
the Fourth Issuer Secured Creditors, the Fifth Issuer Secured Creditors,
the Sixth Issuer Secured Creditors, the Seventh Issuer Secured Creditors,
the Eighth Issuer Secured Creditors, the Ninth Issuer Secured Creditors,
25
the Tenth Issuer Secured Creditors and the Master Issuer Secured
Creditors and/or, as the context requires, any New Issuer Secured
Creditors;
ISSUER SECURITY means the security created by the First Issuer pursuant
to the First Issuer Deed of Charge in favour of the First Issuer Secured
Creditors, the security created by the Second Issuer pursuant to the
Second Issuer Deed of Charge in favour of the Second Issuer Secured
Creditors, the security created by the Third Issuer pursuant to the Third
Issuer Deed of Charge in favour of the Third Issuer Secured Creditors,
the security created by the Fourth Issuer pursuant to the Fourth Issuer
Deed of Charge in favour of the Fourth Issuer Secured Creditors, the
security created by the Fifth Issuer pursuant to the Fifth Issuer Deed of
Charge in favour of the Fifth Issuer Secured Creditors, the security
created by the Sixth Issuer pursuant to the Sixth Issuer Deed of Charge
in favour of the Sixth Issuer Secured Creditors, the security created by
the Seventh Issuer pursuant to the Seventh Issuer Deed of Charge in
favour of the Seventh Issuer Secured Creditors, the security created by
the Eighth Issuer pursuant to the Eighth Issuer Deed of Charge in favour
of the Eighth Issuer Secured Creditors, the security created by the Ninth
Issuer pursuant to the Ninth Issuer Deed of Charge in favour of the Ninth
Issuer Secured Creditors, the security created by the Tenth Issuer
pursuant to the Tenth Issuer Deed of Charge in favour of the Tenth Issuer
Secured Creditors, the security created by the Master Issuer pursuant to
the Master Issuer Deed of Charge in favour of the Master Issuer Secured
Creditors and/or, as the context may require, the security created by any
other New Issuer and/or the security created by any other New Issuer
pursuant to the related deed of charge in favour of the related Issuer
Secured Creditors;
ISSUER SWAP AGREEMENTS means, the First Issuer Swap Agreements and/or the
Second Issuer Swap Agreements and/or the Third Issuer Swap Agreements
and/or the Fourth Issuer Swap Agreements and/or the Fifth Issuers Swap
Agreements and/or the Sixth Issuer Swap Agreements and/or the Seventh
Issuer Swap Agreements and/or any New Issuer Swap Agreements and/or the
Eighth Issuer Swap Agreements and/or the Ninth Issuer Swap Agreements
and/or the Master Issuer Swap Agreements and/or, as the context requires,
any New Issuer Swap Agreements and ISSUER SWAP AGREEMENT means any one of
them;
ISSUER SWAP PROVIDER means the First Issuer Swap Providers and/or the
Second Issuer Swap Providers and/or the Third Issuer Swap Providers
and/or the fourth Issuer Swap Providers and/or the Fifth Issuer Swap
Providers and/or the Sixth Issuer Swap Providers and/or the Seventh
Issuer Swap Providers and/or the Eighth Issuer Swap Providers, and/or the
Ninth Issuer Swap Providers and/or the Tenth Issuer Swap Providers and/or
the Master Issuer Swap Provider, and/or as the context requires any New
Issuer Swap Providers;
ISSUER SWAP PROVIDER DEFAULT means the occurrence of an Event of Default
(as defined in the relevant Issuer Swap Agreement) where the relevant
Issuer Swap Provider is the Defaulting Party (as defined in the relevant
Issuer Swap Agreement);
ISSUER SWAP PROVIDER DOWNGRADE TERMINATION EVENT means the occurrence of
an Additional Termination Event (as defined in the relevant Issuer Swap
Agreement) following the failure by a First Issuer Swap Provider and/or a
Second Issuer Swap Provider and/or a Third Issuer Swap Provider and/or a
Fourth Issuer Swap Provider and/or a Fifth Issuer Swap Provider and/or a
Sixth Issuer Swap Provider and/or the Seventh Issuer Swap Provider and/or
the Eighth Issuer Swap Provider and/or the Ninth Issuer Swap Provider
and/or the Tenth Issuer Swap Provider and/or, as the context requires,
the Master Issuer Swap Providers to comply with the requirements of the
ratings downgrade provisions set out in the relevant Issuer Swap
Agreement;
26
LARGE LOAN DISCOUNT means the discount which allows a Borrower to pay
interest at a discretionary discount to SVR based on the aggregate size
of the Loans under the Mortgage Account (a) at origination or (b) when a
Further Advance is made;
LAW includes common or customary law and any constitution, decree,
judgment, legislation, order, ordinance, regulation, statute, treaty or
other legislative measure in any jurisdiction and any present or future
directive, regulation, guideline, practice, concession, request or
requirement whether or not having the force of law issued by any
governmental body, agency or department or any central bank or other
fiscal, monetary, taxation, regulatory, self regulatory or other
authority or agency;
LENDING CRITERIA means the lending criteria of the Seller from time to
time (which, as at the Programme Date are the criteria contained in
Schedule 4 to the Mortgage Sale Agreement) or such other criteria as
would be acceptable to a reasonable, prudent mortgage lender;
LIBOR means in relation to the Mortgages Trustee GIC Rate, the Funding
GIC Rate and the rate of interest payable on the Start-up Loans, LIBOR as
determined in accordance with the Intercompany Loan Agreements and, in
relation to clause 4.2 of the Mortgage Sale Agreement, means the London
Interbank Offer Rate for three-month sterling deposits;
LOAN means each loan referenced by its loan identifier number and
comprising the aggregate of all principal sums, interest, costs, charges,
expenses and other monies (including all Further Advances and Flexible
Loan Drawings) due or owing with respect to that loan under the relevant
Mortgage Terms by a Borrower on the security of a Mortgage from time to
time outstanding or, as the context may require, the Borrower's
obligations in respect of the same;
LOAN REPURCHASE NOTICE means a notice in the form set out in Schedule 6
to the Mortgage Sale Agreement;
LOAN WARRANTIES means the Representations and Warranties;
LONDON BUSINESS DAY means a day (other than a Saturday or Sunday) on
which banks are generally open for business in London;
LONDON STOCK EXCHANGE means the London Stock Exchange plc;
LOSSES means all losses on the Loans;
LOSSES LEDGER means the ledger of such name maintained by the Cash
Manager pursuant to the Cash Management Agreement to record the Losses;
LTV RATIO or LOAN-TO-VALUE RATIO means the ratio of the outstanding
balance of a Loan to the value of the Property securing that Loan;
LTV TEST means a test which assigns a credit enhancement value to each
Loan in the Portfolio based on its current loan-to-value ratio and the
amount of mortgage indemnity cover on that Loan and whereby the weighted
average credit enhancement value for the Portfolio is then determined;
MANDATE means the Funding Transaction Account Mandate, the Funding GIC
Account Mandate and/or the Mortgages Trustee GIC Account Mandate, as the
case may be;
MASTER DEFINITIONS AND CONSTRUCTION SCHEDULES means together, the Fourth
Amended and Restated Master Definitions and Construction Schedule and the
Fourth Amended and
27
Restated Master Issuer Master Definitions and Construction Schedule, each
signed for the purposes of identification by Allen & Overy LLP and
Slaughter and May on or about [ ] 2008 (as the same may be amended,
restated, supplemented, replaced or novated from time to time), which are
schedules of definitions used in the Master Issuer Transactions
Documents;
MASTER DEFINITIONS SCHEDULE or MASTER DEFINITIONS AND CONSTRUCTION
SCHEDULE means this Fourth Amended and Restated Master Definitions and
Construction Schedule signed for the purposes of identification by Allen
& Overy LLP and Slaughter and May on or about [ ] 2008 (as the same may
be amended, restated, supplemented, replaced or novated from time to
time);
MASTER INTERCOMPANY LOAN means all the term advances made available by
the Master Issuer to Funding under the relevant Term Advance Supplement
pursuant to the Master Intercompany Loan Agreement;
MASTER INTERCOMPANY LOAN AGREEMENT means the amended and restated master
intercompany loan agreement entered into on [o] 2008 between Funding, the
Master Issuer and the Security Trustee;
MASTER INTERCOMPANY LOAN EVENT OF DEFAULT has the meaning given to it in
clause 15.1 of the Master Intercompany Loan Agreement;
MASTER ISSUER means Holmes Master Issuer PLC;
MASTER ISSUER CLOSING DATE means any date on which Master Issuer issues
Master Issuer Notes;
MASTER ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE means the
fourth amended and restated master issuer master definitions and
construction schedule signed for the purposes of identification by Allen
& Overy LLP and Slaughter and May on [ ] 2008 (as the same may be
amended, restated, supplemented, replaced or novated from time to time);
MASTER ISSUER NOTE ENFORCEMENT NOTICE means a Note Enforcement Notice
served by the Note Trustee or the Master Issuer Security Trustee in
relation to the Master Issuer Security following a Master Issuer Note
Event of Default under the Master Issuer Notes;
MASTER ISSUER NOTE EVENT OF DEFAULT means a Note Event of Default under
the Master Issuer Notes;
MH/CP DOCUMENTATION means an affidavit, consent, declaration or
renunciation granted in terms of the Matrimonial Homes (Family
Protection) (Scotland) Act 1981 and/or (as applicable) the Civil
Partnership Act 2004 in connection with a Scottish Mortgage or the
Property secured thereby;
MIG POLICIES means any mortgage indemnity guarantee policy written by
Carfax Insurance Limited in favour of the Seller, or any other mortgage
indemnity guarantee policy as may be effected from time to time to cover
the Seller in respect of New Loans and their Related Security, such other
mortgage indemnity guarantee policy to provide such level of cover as
would be acceptable to a reasonable, prudent mortgage lender at the date
of such other policy;
MINIMUM SELLER SHARE means an amount which is calculated in accordance
with Clause 7.2 of the Mortgages Trust Deed;
28
MONTHLY PAYMENT means the amount which the relevant Mortgage Terms
require a Borrower to pay on each Monthly Payment Day in respect of that
Borrower's Loan;
MONTHLY PAYMENT DAY means the date on which interest (and principal in
relation to a repayment mortgage) is due to be paid by a Borrower on a
Loan or, if any such day is not a business day, the next following London
Business Day;
MOODY'S means Moody's Investors Service Limited and includes any
successor to its rating business;
MOODY'S PORTFOLIO VARIATION TEST means the calculation methodology
provided by Moody's to the servicer from time to time for the purpose of
calculating the Moody's portfolio variation test value;
MOODY'S PORTFOLIO VARIATION TEST VALUE means a certain percentage
resulting from the application of the Moody's Portfolio Variation Test;
MORTGAGE means the legal charge or standard security securing a Loan;
MORTGAGE ACCOUNT means all Loans secured on the same Property and thereby
forming a single mortgage account;
MORTGAGE CONDITIONS or LOAN CONDITIONS means the terms and conditions
applicable to a Loan as contained in the Seller's relevant Mortgage
Conditions booklet for England and Wales or Scotland as applicable from
time to time;
MORTGAGE SALE AGREEMENT means the mortgage sale agreement entered into on
26th July, 2000 and made between the Seller, Funding, the Mortgages
Trustee and the Security Trustee in relation to the assignment of the
Initial Portfolio and any New Portfolios to the Mortgages Trustee, as
amended by the Amendment Agreement to Mortgage Sale Agreement and as
amended and restated on or about the Third Issuer Closing Date, the
Fourth Issuer Closing Date, the Fifth Issuer Closing Date, the Sixth
Issuer Closing Date, the Seventh Issuer Closing Date, the Eighth Issuer
Closing Date, the Ninth Issuer Closing Date, the Tenth Issuer Closing
Date ,the Programme Date and [ ] 2008 and as further amended and/or
restated from time to time;
MORTGAGE TERMS means all the terms and conditions applicable to a Loan,
including without limitation the applicable Mortgage Conditions and Offer
Conditions;
MORTGAGEE means the person for the time being entitled to exercise the
rights of the mortgagee or (in Scotland) heritable creditor under a
Mortgage;
MORTGAGES means the residential first mortgages and first ranking
standard securities, assigned by the Seller to the Mortgages Trustee
pursuant to the Mortgage Sale Agreement, which secure the repayment of
the Loans;
MORTGAGES TRUST means the bare trust of the Trust Property held by the
Mortgages Trustee as to both capital and income, on trust absolutely for
Funding (as to the Funding Share) and the Seller (as to the Seller Share)
pursuant to the Mortgages Trust Deed;
MORTGAGES TRUST DEED means the mortgages trust deed made by the Mortgages
Trustee, Funding and the Seller on 25th July, 2000, as amended by the
Deed of Amendment to Mortgages Trust Deed and the Second Deed of
Amendment to Mortgages Trust Deed and as amended and restated on or about
the Fourth Issuer Closing Date, the Fifth Issuer Closing
29
Date, the Sixth Issuer Closing Date, the Seventh Issuer Closing Date, the
Eighth Issuer Closing Date, the Ninth Issuer Closing Date, the 2007-2
Closing Date, [ ] 2008 and as further amended and/or restated from time
to time;
MORTGAGES TRUSTEE means Holmes Trustees Limited;
MORTGAGES TRUST AVAILABLE PRINCIPAL RECEIPTS means the Principal Receipts
available to the Mortgages Trustee to distribute in accordance with
Clause 11 of the Mortgages Trust Deed;
MORTGAGES TRUSTEE AVAILABLE REVENUE RECEIPTS means an amount equal to the
aggregate of:
(a) Revenue Receipts; and
(b) interest payable to the Mortgages Trustee on the Mortgages Trustee
GIC Account and on the Alternative Accounts and which will be paid
prior to the relevant Distribution Date;
less
Third Party Amounts (which amounts may be paid daily from monies on
deposit in the Mortgages Trustee GIC Account or, as applicable, the
Alternative Accounts);
MORTGAGES TRUSTEE GIC ACCOUNT means the account in the name of the
Mortgages Trustee (sort code 09-02-40, account number 00008253)
maintained with the Account Bank pursuant to the Bank Account Agreement
and the Mortgages Trustee Guaranteed Investment Contract, or such
additional or replacement bank account of the Mortgages Trustee as may
for the time being be in place which is subject to a Guaranteed
Investment Contract;
MORTGAGES TRUSTEE GIC ACCOUNT AGREEMENT has the same meaning as MORTGAGES
TRUSTEE GUARANTEED INVESTMENT CONTRACT;
MORTGAGES TRUSTEE GIC ACCOUNT MANDATE means the bank account mandate
between the Mortgages Trustee and the Account Bank relating to the
operation of the Mortgages Trustee GIC Account;
MORTGAGES TRUSTEE GIC BALANCE means, on any day during an Interest
Period, the amount standing to the credit of the Mortgages Trustee GIC
Account as at the opening of business on such day;
MORTGAGES TRUSTEE GIC PROVIDER means Abbey acting pursuant to the
Mortgages Trustee Guaranteed Investment Contract or its successor or
assignee and any provider of a replacement Mortgages Trustee GIC Account;
MORTGAGES TRUSTEE GIC RATE means, in respect of an Interest Period,
sterling LIBOR in respect of such Interest Period as determined on the
relevant Interest Payment Date;
MORTGAGES TRUSTEE GUARANTEED INVESTMENT CONTRACT or MORTGAGES TRUSTEE GIC
ACCOUNT AGREEMENT means the guaranteed investment contract entered into
on or about the Initial Closing Date between the Mortgages Trustee, the
Mortgages Trustee GIC Provider, the Cash Manager and the Security Trustee
in relation to interest to be earned on the Mortgages Trustee GIC
Balance;
30
MORTGAGES TRUSTEE LEDGERS means the Principal Ledger, the Revenue Ledger,
the Losses Ledger and the Funding Share/Seller Share Ledger;
MORTGAGES TRUSTEE SVR means the standard variable rate which applies to
certain Variable Rate Loans in the Portfolio as set by the Servicer from
time to time in respect of the Loans pursuant to Clause 4.1 of the
Servicing Agreement;
N(M) means the date on which the FSMA rules relating to the regulation of
mortgages came into effect, which was 31st October, 2004;
NEW BULLET TERM ADVANCE means any term advance made under a New
Intercompany Loan Agreement where the full amount of principal on such
term advance is scheduled for repayment on a single interest payment date
(other than the final repayment date);
NEW FUNDING SECURED CREDITOR means such other creditor of Funding who
accedes to the Funding Deed of Charge from time to time including
pursuant to an Accession Undertaking;
NEW FUNDING SWAP means a new swap under the existing Funding Swap
Agreement;
NEW FUNDING SWAP PROVIDER means a new swap provider under any swap
agreement entered into by Funding (other than the existing Funding Swap
Provider);
NEW INTERCOMPANY LOAN means a loan of the proceeds of any issue of New
Notes, such loan being advanced to Funding by a New Issuer pursuant to
the terms of a New Intercompany Loan Agreement;
NEW INTERCOMPANY LOAN AGREEMENT means a new intercompany loan agreement
entered into between Funding and a New Issuer in relation to a New
Intercompany Loan;
NEW INTERCOMPANY LOAN CONFIRMATION means a new Intercompany Loan
Confirmation confirming the terms of the New Intercompany Loan Agreement;
NEW ISSUER means a new wholly owned subsidiary of Holdings, which is
established to issue New Notes and to make a New Intercompany Loan to
Funding;
NEW ISSUER CLOSING DATE means the date of any new issue of New Notes by a
New Issuer;
NEW ISSUER SECURED CREDITOR means the secured creditors of any New
Issuer;
NEW ISSUER SWAP AGREEMENTS means any swap agreement entered into between,
inter alios, a New Issuer and a New Swap Provider;
NEW ISSUER SWAP PROVIDER means any entity who enters into a hedging
arrangement with a New Issuer;
NEW ISSUER TRUST DEED means any trust deed constituting the New Notes of
a New Issuer;
NEW LOANS means Loans, other than the Initial Loans, which the Seller may
assign, to the Mortgages Trustee after the Initial Closing Date pursuant
to the Mortgage Sale Agreement;
NEW NOTES means the notes issued and/or to be issued by the New Issuers
to investors;
NEW PORTFOLIO means in each case the portfolio of Loans and their Related
Security (other than any Loans and their Related Security which have been
redeemed in full prior to the
31
Assignment Date or which do not otherwise comply with the terms of the
Mortgage Sale Agreement as at the Assignment Date), particulars of which
are set out in the relevant New Portfolio Notice, and all right, title,
interest and benefit of the Seller in and to:
(a) all payments of principal and interest (including, for the
avoidance of doubt, all Accrued Interest, Arrears of Interest,
Capitalised Expenses and Capitalised Arrears) and other sums due
or to become due in respect of the Loans comprised in the relevant
portfolio of New Loans and their Related Security including,
without limitation, the right to demand, sue for, recover and give
receipts for all principal monies, interest and costs and the
right to sue on all covenants and undertakings made or expressed
to be made in favour of the Seller under the applicable Mortgage
Terms but excluding all sums due or to become due in respect of
any Early Repayment Fee;
(b) subject where applicable to the subsisting rights of redemption of
Borrowers, all Deeds of Consent, MH/CP Documentation, Deeds of
Postponement or any collateral security for the repayment of the
relevant New Loans secured by the relevant New Mortgages;
(c) the right to exercise all the powers of the Seller in relation
thereto subject to and in accordance with the relevant Mortgage
Terms but so that, in the case of any Mortgages related to the New
Loans which are subject to the ANPLC 1995 Mortgage Conditions, the
ANPLC 1995 Scottish Mortgage Conditions, the ANPLC 2002 Mortgage
Conditions, the ANPLC 2004 Mortgage Conditions, the ANPLC 2006
Mortgage Conditions or the ANPLC 2007 Mortgage Conditions (or any
replacement therefor which would be acceptable to a reasonable,
prudent mortgage lender), the Mortgages Trustee shall not, save as
set out in the Servicing Agreement, be entitled to exercise the
entitlement set out in Condition 29.2 of the ANPLC 1995 Mortgage
Conditions or Condition 27.2 of the 1995 ANPLC Scottish Mortgage
Conditions or Condition 27.3 of the ANPLC 2002 Mortgage Conditions
or Condition 31.3 of the ANPLC 2004 Mortgage Conditions or
Condition 32.3 of the ANPLC 2006 Mortgage Conditions or Condition
35.3 of the ANPLC 2007 Mortgage Conditions (or their equivalent)
(but without prejudice to any other rights under the ANPLC 1995
Mortgage Conditions or the ANPLC 1995 Scottish Mortgage Conditions
or the ANPLC 2002 Mortgage Conditions or the ANPLC 2004 Mortgage
Conditions or the ANPLC 2006 Mortgage Conditions or the ANPLC 2007
Mortgage Conditions);
(d) all the estate and interest in the relevant Properties vested in
the Seller;
(e) each relevant Certificate of Title and Valuation Report and any
right of action of the Seller against any solicitor, valuer or
other person in connection with any report, valuation, opinion,
certificate or other statement of fact or opinion given in
connection with any relevant New Loan and its Related Security, or
any part thereof or affecting the decision of the Seller to make
or offer to make the relevant New Loan or part thereof; and
(f) the proceeds of all claims made by or on behalf of the Seller or
to which the Seller is entitled under the Buildings Policies and
the Properties in Possession Policy;
NEW PORTFOLIO NOTICE means a notice in the form set out in Schedule 12 to
the Mortgage Sale Agreement served in accordance with the terms of the
Mortgage Sale Agreement;
NEW RELATED SECURITY means the security for the New Loans (including any
Mortgages) as assigned to the Mortgages Trustee by the Seller;
32
NEW START-UP LOAN is a loan issued to Funding under a New Start-up Loan
Agreement;
NEW START-UP LOAN AGREEMENT means a loan agreement under which the
Start-up Loan Provider or a New Start-up Loan Provider shall provide
Funding with a New Start-up Loan for the purposes of meeting the costs of
acquiring an addition to the Funding Share, the costs of issuing notes
and/or further funding the Reserve Funds, if required;
NEW START-UP LOAN PROVIDER is an entity who shall supply a New Start-up
Loan to Funding;
NEW TERM ADVANCE means an advance of funds by a New Issuer to Funding
under the terms of a New Intercompany Loan Agreement, which advance is
funded by a corresponding class of New Notes;
NINTH ISSUER means Holmes Financing (No. 9) PLC;
NINTH ISSUER CLOSING DATE means 8 December 2005;
NINTH ISSUER CASH AMOUNT means each and/or any cash amount to be
accumulated and set aside by Funding in relation to the Ninth Issuer
Series 1 Term AAA Advance relating to the Series 1 Class A Ninth Issuer
Notes, in the amounts of (pound)254,475,250, (pound)254,475,250,
(pound)254,475,250 and (pound)254,475,250 on the Interest Payment Dates
falling in April 2006, July 2006, October 2006 and December 2006
respectively, and which are recorded in the Cash Accumulation Sub-Ledger
for the Ninth Issuer;
NINTH ISSUER SECURITY TRUSTEE means The Bank of New York, acting through
its London Branch, whose principal office is One Canada Square, London
E14 5AL, or such other persons and all other persons for the time being
acting as the security trustee or security trustees pursuant to the Ninth
Issuer Deed of Charge;
NINTH ISSUER SERIES 1 TERM AAA ADVANCE MATURITY DATE means the 15th day
of December 2006 on which the Series 1 Class A Ninth Issuer Notes fall
due for redemption;
NON-ASSET TRIGGER EVENT means any of the following events:
(a) an Insolvency Event occurs in relation to the Seller;
(b) the role of the Seller as Servicer under the Servicing Agreement
is terminated and a new Servicer is not appointed within 60 days;
(c) on the Distribution Date immediately succeeding a Seller Share
Event Distribution Date, the Current Seller Share is equal to or
less than the Minimum Seller Share (determined using the amounts
of the Current Seller Share and Minimum Seller Share that would
exist after making the distributions of the Principal Receipts due
on that Distribution Date on the basis that the Cash Manager
assumes that those Principal Receipts are distributed in the
manner described in the Mortgages Trust Deed);or
(d) on the Distribution Date immediately succeeding a Seller Share
Event Distribution Date, the Outstanding Principal Balance of
Loans comprising the Trust Property on such Distribution Date is
less than the Required Loan Balance Amount in effect at that time;
NOTE DETERMINATION DATE means four Business Days prior to each Interest
Payment Date;
33
NOTE ENFORCEMENT NOTICE means a First Issuer Note Enforcement Notice, a
Second Issuer Note Enforcement Notice, a Third Issuer Note Enforcement
Notice, a Fourth Issuer Note Enforcement Notice, a Fifth Issuer Note
Enforcement Notice, a Sixth Issuer Note Enforcement Notice, a Seventh
Issuer Note Enforcement Notice, an Eighth Issuer Note Enforcement Notice,
a Ninth Issuer Enforcement Notice, a Tenth Issuer Note Enforcement
Notice, a Master Issuer Note Enforcement Notice or such other enforcement
notice served in relation to the Notes (other than the First Issuer
Notes, the Second Issuer Notes, the Third Issuer Notes, the Fourth Issuer
Notes, the Fifth Issuer Notes, the Sixth Issuer Notes, the Seventh Issuer
Notes, the Eighth Issuer Notes, the Ninth Issuer Notes, the Tenth Issuer
Notes or the Master Issuer Notes) pursuant to the relevant terms and
conditions thereof;
NOTE EVENT OF DEFAULT means the occurrence of an event of default by the
relevant Issuer as specified in the relevant Conditions of the Notes
(including a First Issuer Note Event of Default, a Second Issuer Note
Event of Default, a Third Issuer Note Event of Default, a Fourth Issuer
Note Event of Default, a Fifth Issuer Note Event of Default, a Sixth
Issuer Note Event of Default, a Seventh Issuer Note Event of Default, an
Eighth Issuer Note Event of Default, a Ninth Issuer Note Event of
Default, a Tenth Issuer Note Event of Default, a Master Issuer Note Event
of Default);
NOTES means the First Issuer Notes, the Second Issuer Notes, the Third
Issuer Notes, the Fourth Issuer Notes, the Fifth Issuer Notes, the Sixth
Issuer Notes, the Seventh Issuer Notes, the Eighth Issuer Notes, the
Ninth Issuer Notes, the Tenth Issuer, the Master Issuer Notes and/or as
the context may require, any New Notes;
OFFER CONDITIONS means the terms and conditions applicable to a specified
Loan as set out in the relevant offer letter to the Borrower;
OUTSTANDING PRINCIPAL BALANCE:
(a) in relation to a Loan at any date (the DETERMINATION DATE), the
aggregate at such date (but avoiding double counting) of:
(i) the Initial Advance;
(ii) Capitalised Expenses;
(iii) Capitalised Arrears; and
(iv) Further Advances and/or Flexible Loan Drawings,
in each case relating to such Loan less any prepayment, repayment
or payment of the foregoing made on or prior to the determination
date; and
(b) in relation to the Intercompany Loan, means the unpaid principal
balance of that Intercompany Loan (including any capitalised
arrears) or, as the context so requires, of a Term Advance made
under that Intercompany Loan;
PASS THROUGH TERM ADVANCE means a Term Advance which is not a Bullet Term
Advance or a Scheduled Amortisation Term Advance or if a Bullet Term
Advance or a Scheduled Amortisation Term Advance is not repaid in full on
its Scheduled Repayment Date or if a Trigger Event occurs or, the First
Issuer Security is enforced, the Second Issuer Security is enforced, the
Third Issuer Security is enforced, the Fourth Issuer Security is
enforced, the Fifth Issuer Security is enforced, the Sixth Issuer
Security is enforced, the Seventh Issuer Security is enforced, the Eighth
Issuer Security is enforced, the Ninth Issuer Security, the
34
Tenth Issuer Security or the Master Issuer Security is enforced, the
Bullet Term Advance or the Scheduled Amortisation Term Advance will be
deemed to be a Pass Through Term Advance;
PAYABLE PASS THROUGH TERM ADVANCES in relation to an Intercompany Loan
has the meaning given in Part II of Schedule 3 to the Funding Deed of
Charge and in relation to the Cash Accumulation Period, has the meaning
given in Clause 11.2(d) of the Mortgages Trust Deed;
PAYABLE SCHEDULED AMORTISATION TERM ADVANCES means a Term Advance with
two or more Scheduled Repayment Date(s);
PAYMENT HOLIDAY means a period during which a Borrower may suspend
payments under a Loan where the Borrower is permitted under the Mortgage
Terms to do so and will therefore not be in breach of the Mortgage Terms;
PORTFOLIO means the Initial Portfolio and any New Portfolio (other than
any Loans and their Related Security which have been redeemed in full or
repurchased by the Seller pursuant to the Mortgage Sale Agreement);
POST ENFORCEMENT CALL OPTION HOLDER means PECOH Limited whose registered
office is at Abbey National House, 2 Triton Square, Regent's Place,
London NW1 3AN;
POSTPONED DEFERRED CONSIDERATION means Deferred Consideration the payment
of which is, by reason of the application thereto of the proviso as to
Funding Available Revenue receipts and/or the making of provisions as
referred to in Clause 3.3(b) of the Mortgage Sale Agreement, postponed
from the date on which such Deferred Consideration would, but for such
application, have been paid;
POTENTIAL INTERCOMPANY LOAN EVENT OF DEFAULT means the occurrence of any
event which with the giving of notice, any relevant certificate, the
lapse of time or fulfilment of any other condition (or any combination of
the foregoing) would become an Intercompany Loan Event of Default;
POTENTIAL NOTE EVENT OF DEFAULT means the occurrence of an event which
with the giving of notice, any relevant certificate, the lapse of time or
fulfilment of any other conditions (or any combination of the foregoing),
would become a Note Event of Default;
PRINCIPAL DEFICIENCY means any losses arising in relation to a Loan in
the Portfolio which causes a shortfall in the amount available to pay
principal on the Term Advances;
PRINCIPAL DEFICIENCY LEDGER means the ledger of such name maintained by
the Cash Manager pursuant to the Cash Management Agreement, comprising,
as at the Ninth Issuer Closing Date, four sub-ledgers, the AAA Principal
Deficiency Sub Ledger, the AA Principal Deficiency Sub Ledger, the A
Principal Deficiency Sub Ledger and the BBB Principal Deficiency Sub
Ledger, but which may comprise additional sub ledgers as required;
PRINCIPAL DEFICIENCY SUB LEDGER means singly or together (as the context
requires) the AAA Principal Deficiency Sub Ledger, the AA Principal
Deficiency Sub Ledger, the A Principal Deficiency Sub Ledger, the BBB
Principal Deficiency Sub Ledger and/or such additional principal
deficiency sub ledgers that may be established from time to time after
the Initial Closing Date;
PRINCIPAL ISSUERS has the meaning given in Clause 5.4 of the Funding Deed
of Charge;
35
PRINCIPAL LEDGER means the ledger of such name maintained by the Cash
Manager, pursuant to the Cash Management Agreement, to record any
Retained Principal Receipts plus Principal Receipts on the Loans and
distributions of such Principal Receipts to the Seller and Funding;
PRINCIPAL PAYMENT RATE or PPR means the average monthly rolling principal
payment rate on the Loans for the 12 months immediately preceding the
relevant Distribution Date calculated on each such date by:
(a) dividing (i) the aggregate Principal Receipts received in relation
to the Loans during the immediately preceding month on such
calculation date by (ii) the aggregate Outstanding Principal
Balance of the Loans or the previous calculation date;
(b) aggregating the result of the calculation in (a) above with the
results of the equivalent calculation made on each of the eleven
most recent calculation dates during the relevant 12 month period;
and
(c) dividing the result of the calculation in (b) above by 12;
PRINCIPAL RECEIPTS means any payment in respect of principal received in
respect of any Loan (including payments pursuant to any Insurance
Policies), whether as all or part of a Monthly Payment in respect of such
Loan, on redemption (including partial redemption) of such Loan, on
enforcement of such Loan (including the proceeds of sale of the relevant
Property) or on the disposal of such Loan plus on any Monthly Payment
Date an amount equal to the amount (if any) by which arrears in respect
of the Loans comprised in the Portfolio on the Initial Closing Date
exceeds such arrears on such Monthly Payment Date (without double
counting but including principal received or treated as received after
completion of the enforcement procedures);
PRINCIPAL TERM ADVANCES has the meaning given in Clause 5.4 of the
Funding Deed of Charge;
PRODUCT SWITCH means a variation to the financial terms or conditions
included in the Mortgage Terms applicable to a Loan other than:
(a) any variation agreed with a Borrower to control or manage arrears
on a Loan;
(b) any variation in the maturity date of a Loan unless, while the
First Issuer Intercompany Loan is outstanding, it is extended
beyond July 2038;
(c) any variation imposed by statute;
(d) subject to Clause [8.5] of the Mortgage Sale Agreement, any
variation of the principal available and/or the rate of interest
payable in respect of the Loan where that rate is offered to the
Borrowers of more than 10 per cent. by outstanding principal
amount of Loans comprised in the Trust Property in any Interest
Period; or
(e) any variation in the frequency with which the interest payable in
respect of the Loan is charged;
PROGRAMME means the residential mortgage-backed note issuance programme
established by the Master Issuer on the Programme Date;
PROGRAMME AGREEMENT means the agreement entered into on 17 November 2006
and made between the Master Issuer, Abbey, the Mortgages Trustee,
Funding, the Dealers named
36
therein and any new dealer appointed under the agreement from time to
time (as the same may be amended, restated, supplemented, replaced or
novated from time to time);
PROGRAMME DATE means 28 November 2006;
PROPERTIES IN POSSESSION POLICY means the properties in possession policy
number BSRI0004PIP issued by Baker Street Risk and Insurance (Guernsey)
Limited of PO Box 384, The Albany, South Esplanade, St. Peter Port,
Guernsey GY1 4NF on 1st August, 2002 in favour of the Seller and any
endorsements or extensions thereto as issued from time to time, or any
such similar alternative or replacement policy or policies as may in
future be issued in favour of the Seller;
PROPERTY means a freehold, heritable or leasehold property which is
subject to a Mortgage;
PROVISIONAL PORTFOLIO means the portfolio of Loans and their Related
Security, particulars of which are set out in Part 1 of the Exhibit to
the Mortgage Sale Agreement, and all right, title, interest and benefit
of the Seller in and to:
(a) all payments of principal and interest (including, for the
avoidance of doubt, all Accrued Interest, Arrears of Interest,
Capitalised Expenses and Capitalised Arrears) and other sums due
or to become due in respect of the Loans comprised in that
portfolio of Loans and their Related Security including, without
limitation, the right to demand, sue for, recover and give
receipts for all principal monies, interest and costs and the
right to sue on all covenants and undertakings made or expressed
to be made in favour of the Seller under the applicable Mortgage
Terms but excluding all sums due or to become due in respect of
any Early Repayment Fee;
(b) subject where applicable to the subsisting rights of redemption of
Borrowers, all Deeds of Consent, MH/CP Documentation, Deeds of
Postponement or any collateral security for the repayment of the
relevant Loans secured by the Mortgages;
(c) the right to exercise all the powers of the Seller in relation
thereto subject to and in accordance with the relevant Mortgage
Terms but so that, in the case of Mortgages which are subject to
the ANPLC 1995 Mortgage Conditions, the ANPLC 1995 Scottish
Mortgage Conditions or the ANPLC 2002 Mortgage Conditions or the
ANPLC 2004 Mortgage Conditions or the ANPLC 2006 Mortgage
Conditions or the ANPLC 2007 Mortgage Conditions, the Mortgages
Trustee shall not, save as set out in the Servicing Agreement, be
entitled to exercise the entitlement set out in Condition 29.2 of
the ANPLC 1995 Mortgage Conditions or Condition 27.2 of the ANPLC
1995 Scottish Mortgage Conditions or Condition 27.3 of the ANPLC
2002 Mortgage Conditions or Condition 31.3 of the ANPLC 2004
Mortgage Conditions or Condition 32.3 of the ANPLC 2006 Mortgage
Conditions or Condition 35.3 of the ANPLC 2007 Mortgage Conditions
(but without prejudice to any other rights under the ANPLC 1995
Mortgage Conditions, the ANPLC 1995 Scottish Mortgage Conditions
or the ANPLC 2002 Mortgage Conditions or the ANPLC 2004 Mortgage
Conditions or the ANPLC 2006 Mortgage Conditions or the ANPLC 2007
Mortgage Conditions);
(d) all the estate and interest in the Properties vested in the
Seller;
(e) each Certificate of Title and Valuation Report and any right of
action of the Seller against any solicitor, valuer or other person
in connection with any report, valuation, opinion, certificate or
other statement of fact or opinion given in connection with any
37
Loan and its Related Security, or any part thereof or affecting
the decision of the Seller to make or offer to make the relevant
Loan or part thereof; and
(f) the proceeds of all claims made by or on behalf of the Seller or
to which the Seller is entitled under the Buildings Policies and
the Properties in Possession Policy;
PURCHASE PRICE means:
(a) in respect of the Initial Portfolio the amount payable by Funding
pursuant to Clause 3.3 of the Mortgage Sale Agreement; and
(b) in respect of each New Portfolio, the amount payable by Funding
pursuant to Clause 4.4 of the Mortgage Sale Agreement;
RATING AGENCIES means S&P, Moody's and Fitch;
RECEIVER means any person or persons appointed (and any additional person
or persons appointed or substituted) as an administrative receiver,
receiver, manager, or receiver and manager of the Funding Charged
Property by the Security Trustee pursuant to Clause 13.1 of the Funding
Deed of Charge;
REDEMPTION FEE means the standard redemption fee charged to the Borrower
by the Seller where the Borrower makes a repayment of the full
outstanding principal of a Loan;
REFERENCE BANKS means the principal London office of each of ABN Amro
Bank N.V., Barclays Bank plc, Citibank, N.A. and Royal Bank of Scotland
plc and/or such other bank as may be appointed agent bank from time to
time pursuant to the Ninth Issuer Paying Agent and Agent Bank Agreement
or, as the context may require, any paying agent and agent bank agreement
relating to the First Issuer, the Second Issuer, the Third Issuer, the
Fourth Issuer, the Fifth Issuer, the Sixth Issuer, the Seventh Issuer,
the Eighth Issuer, the Ninth Issuer, the Tenth Issuer or the Master
Issuer;
REGISTERED LAND means land in England or Wales, title to which is, or is
required to be, registered at the Land Registry;
REGISTERED TRANSFER means a deed of transfer of a Mortgage or Mortgages
over Registered Land substantially in the form set out in Schedule 2 to
the Mortgage Sale Agreement with such modifications as may be required
from time to time;
REGISTERS OF SCOTLAND means the Land Register of Scotland and/or the
General Register of Sasines;
REGULATED MORTGAGE CONTRACT means, as currently defined under FSMA (with
effect from N(M) a credit agreement which, at the time it is entered
into: (i) is a contract under which the lender provides credit to an
individual or to a trustee; (ii) provides that the obligation of the
individual/trustee to repay is to be secured by a first legal mortgage on
land (other than timeshare accommodation) in the UK; and (iii) at least
40% of that land is used, or is intended to be used, as or in connection
with a dwelling by the individual or (in the case of credit provided to
the trustee) by an individual who is a beneficiary of the trust, or by a
related person (and, for the avoidance of doubt, where a contract
provides for such repayment obligation to be secured by, in Scotland, a
first standard security, that contract can amount to a "REGULATED
MORTGAGE CONTRACT" if the other elements of the definition are
satisfied);
38
REGULATORY CALL NOTE PURCHASE DEED a regulatory call note purchase deed
entered in to on the 2007-2 Closing Date between Abbey, the Master Issuer
and the Registrar;
RELATED SECURITY means, in relation to a Loan, the security for the
repayment of that Loan including the relevant Mortgage and all other
matters applicable thereto acquired as part of the Portfolio assigned to
the Mortgage Trustee pursuant to Clause 2.1 or Clause 4.1 of the Mortgage
Sale Agreement (but excluding, for the avoidance of doubt, the Properties
in Possession Policy in respect of which the Mortgages Trustee, Funding
and the Security Trustee have received the Insurance Acknowledgement);
RELEVANT DEPOSIT AMOUNT means the sum of the following:
(a) either:
(i) prior to any optional redemption date in respect of any of
the Notes (pursuant to the Terms and Conditions of such
Notes), or if an optional redemption date has occurred in
respect of any of the Notes (pursuant to the Terms and
Conditions of such Notes) and the option has been exercised
by the relevant Issuer (but only where such right of
redemption arises on or after a particular specified date
and not as a result of the occurrence of any event
specified in the Terms and Conditions), an amount equal to:
(the Funding Share (as most recently calculated)/ the
Funding Share on the relevant Closing Date) x the First
Reserve Fund Required Amount; or
(ii) if an Issuer does not exercise its option to redeem the
Notes issued by it on any optional redemption date pursuant
to the Terms and Conditions of such Notes (but only where
such right of redemption arises on or after a particular
specified date and not as a result of the occurrence of any
event specified in the Terms and Conditions), an amount
equal to:
(the Funding Share (as most recently calculated)/ the
Funding Share on the Closing Date) x the First Reserve Fund
Required Amount x 2;
(b) any amounts standing to the credit of the Funding GIC Account
which will be applied on the next following Interest Payment Date
to pay Term Advances which in turn will result in any of the Notes
having ratings of AAA, AA, A-1+ or A-1 from S&P being redeemed in
whole or in part;
(c) any amounts standing to the credit of the Mortgages Trustee GIC
Account (or any Alternative Account) which will be distributed to
Funding on the next following Distribution Date and which will be
applied by Funding on the next following Interest Payment Date to
pay Term Advances which in turn will result in any of the Notes
having ratings of AAA, AA, A-1+ or A-1 from S&P being redeemed in
whole or in part; and
(d) any other amounts standing to the credit of accounts maintained by
the Mortgages Trustee, Funding or any Issuer with any Issuer
Account Bank and which would otherwise be required by S&P to be
rated A-1+,
less any amounts invested in Authorised Investments or maintained in
accounts at a bank rated at least A-1+ by S&P;
39
RELEVANT SCREEN RATE in relation to each Intercompany Loan, has the
meaning given to it in Clause 6.2 of the Intercompany Loan Terms and
Conditions or Clause 7.7 of the Master Intercompany Loan Agreement;
REPAYMENT DATE means the earlier to occur of (a) the date when the
Intercompany Loans have been repaid in full and (b) the Interest Payment
Date in July 2040;
REPRESENTATIONS AND WARRANTIES means the representations and warranties
set out in Schedule 1 to the Mortgage Sale Agreement;
REQUIRED LOAN BALANCE AMOUNT means the level above which the aggregate
outstanding principal balance of loans comprising the trust property must
remain in order for a Non-Asset Trigger Event not to occur. The Required
Loan Balance Amount may change at the time of an issue of New Notes and
will be set out in the most recent Final Terms under the heading
"MORTGAGES TRUST AND THE PORTFOLIO".
REQUISITE RATING means a rating of P-1 by Moody's, F1 by Fitch and A-1+
by S&P;
RETAINED PRINCIPAL RECEIPTS has the meaning set out in Clause 11.2 of the
Amended and Restated Mortgages Trust Deed;
REVENUE LEDGER means the ledger that shall be maintained by the Cash
Manager pursuant to the Cash Management Agreement to record Revenue
Receipts received by the Mortgage Trustee and payment of the same to
Beneficiaries;
REVENUE RECEIPTS means any payment received in respect of any Loan,
whether as all or part of a Monthly Payment in respect of such Loan, on
redemption (including partial redemption) of such Loan, on enforcement of
such Loan (including the proceeds of sale of), on the disposal of such
Loan or otherwise (including payments pursuant to any Insurance Policy)
which in any such case is not a Principal Receipt in respect of such
Loan;
REWARD CASHBACK means an amount that the Seller has agreed to pay to a
Borrower at periodic intervals whilst the relevant Loan is outstanding;
REWARD LOAN means a Loan which includes a Reward Cashback;
S&P and STANDARD & POOR'S means Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies, Inc. and includes any successor to
its rating business;
SCHEDULED AMORTISATION AMOUNT means the amount payable on each Scheduled
Repayment Date under the relevant Scheduled Amortisation Term Advance as
set out in the relevant Issuer Master Definitions and Construction
Schedule;
SCHEDULED AMORTISATION PERIOD means, unless otherwise specified in
writing by the Mortgages Trustee (as directed by the Beneficiaries), the
period commencing on the Distribution Date falling three months prior to
the Scheduled Repayment Date of a Scheduled Amortisation Amount and which
ends on the date that an amount equal to the Scheduled Amortisation
Amount has been accumulated by Funding;
SCHEDULED AMORTISATION TERM ADVANCES means the Second Issuer Series 3
Term AAA Advance, the Seventh Issuer Series 3 Term AAA Advance, the
Eighth Issuer Series 3 Term AAA Advance, the Ninth Issuer Series 3 Term
AAA Advances, any Master Issuer Term Advance that is payable in a
Scheduled Amortisation Amount on more than one Scheduled
40
Repayment Date and any New Term Advance that is payable in a Scheduled
Amortisation Amount on more than one Scheduled Repayment Date;
SCHEDULED REPAYMENT DATE means the scheduled repayment date(s) of the
Term Advances, as set out in the relevant Issuer Master Definitions and
Construction Schedule;
SCOTTISH LOAN means a Loan secured by a Scottish Mortgage;
SCOTTISH MORTGAGE means a Mortgage over a Scottish Property;
SCOTTISH MORTGAGE CONDITIONS means the Mortgage Conditions applicable to
Scottish Loans;
SCOTTISH PROPERTY means a Property situated in Scotland;
SCOTTISH TRANSFER means an assignation of Scottish Mortgages and the
Scottish Loans secured thereby in the form set out in Part 1 of Schedule
13 to the Mortgage Sale Agreement (in relation to Scottish Mortgages
registered or required to be registered in the Land Register of Scotland)
or Part 2 of Schedule 13 to the Mortgage Sale Agreement (in relation to
Scottish Mortgages recorded or required to be recorded in the General
Register of Sasines);
SCOTTISH TRUST DEED means a declaration of trust entered into among the
Seller, the Mortgages Trustee and Funding pursuant to Clause 4.5 of the
Mortgage Sale Agreement substantially in the form set out in Schedule 14
thereto;
SCOTTISH TRUST PROPERTY has the meaning given to it in any relevant
Scottish Trust Deed;
SEC or SECURITIES AND EXCHANGE COMMISSION means the United States
Security and Exchange Commission;
SECOND AMENDED AND RESTATED FUNDING DEED OF CHARGE means the deed of
charge entered into on the Programme Date amending and restating the
Funding Deed of Charge.
SECOND AMENDMENT AGREEMENT TO THE INTERCOMPANY LOAN TERMS AND CONDITIONS
means the agreement so named between Funding, Holmes Financing (No.1),
Holmes Financing (No.2), Holmes Financing (No.3), the Security Trustee
and the Agent Bank dated the Fourth Issuer Closing Date;
SECOND AMENDMENT AGREEMENT TO THE BANK ACCOUNT AGREEMENT means the
agreement so named dated the Ninth Issuer Closing Date;
SECOND AMENDMENT AGREEMENT TO THE CASH MANAGEMENT AGREEMENT means the
agreement so named dated the Seventh Issuer Closing Date;
SECOND DEED OF ACCESSION means the deed of accession to the Funding Deed
of Charge dated the Third Issuer Closing Date;
SECOND DEED OF ACCESSION TO THE AMENDED AND RESTATED FUNDING DEED OF
CHARGE means the deed of accession to the Amended and Restated Funding
Deed of Charge entered into on the Eighth Issuer Closing Date;
SECOND DEED OF AMENDMENT TO MORTGAGES TRUST DEED means the deed so named
dated the Third Issuer Closing Date;
SECOND ISSUER means Holmes Financing (No. 2) PLC;
41
SECOND ISSUER CLOSING DATE means 29th November, 2000;
SECOND RESERVE FUND means a fund established on the Second Issuer Closing
Date and funded by Funding Available Revenue Receipts which may be used
by Funding to meet any deficit in revenue after there are no funds
remaining in the First Reserve Fund;
SECOND RESERVE FUND CALCULATION means an amount equal to "X" where "X" is
calculated on the relevant Assignment Date as follows:
A / B = X
where,
A = the balance of the Second Reserve Fund
B = the aggregate Outstanding Principal Balance of the Portfolio;
SECOND RESERVE FUND REQUIRED AMOUNT means an amount determined calculated
in accordance with the formula set out in paragraph 18 to Schedule 2 of
the Cash Management Agreement;
SECOND RESERVE LEDGER means the ledger that shall be maintained by the
Cash Manager pursuant to the Cash Management Agreement to record the
balance from time to time of the Second Reserve Fund;
SECOND START-UP LOAN means the start-up Loan that the Start-up Loan
Provider made available to Funding pursuant to the Second Start-up Loan
Agreement;
SECOND START-UP LOAN AGREEMENT means the agreement entered into on or
about the Second Issuer Closing Date between Funding, the Second Start-up
Loan Provider and the Security Trustee relating to the provision of the
Second Start-up Loan to Funding;
SECOND START-UP LOAN PROVIDER means the Start-up Loan Provider, in its
capacity as provider of the Second Start-up Loan;
SECURED AMOUNTS means any and all of the moneys and liabilities which an
Issuer covenants to pay or discharge under of the relevant Issuer Deed of
Charge and all other amounts owed by it to the Beneficiaries under and
pursuant to the relevant Transaction Documents;
SECURITIES ACT means the United States Securities Act of 1933, as
amended;
SECURITY INTEREST or ENCUMBRANCE means any mortgage, sub mortgage,
standard security, charge, sub charge, pledge, assignation in security,
lien (other than a lien arising in the ordinary course of business or by
operation of law) or other encumbrance or security interest howsoever
created or arising;
SECURITY POWER OF ATTORNEY means the power of attorney granted by Funding
in favour of the Security Trustee under the Funding Deed of Charge on the
Initial Closing Date substantially in the form set out in Schedule 1 to
the Funding Deed of Charge;
SECURITY TRUSTEE means The Bank of New York, acting through its London
Branch, whose principal office is at 40th Floor, One Canada Square,
London E14 5AL, or such other persons and all other persons for the time
being acting as the security trustee or security trustees pursuant to the
Funding Deed of Charge;
42
SELLER means Abbey;
SELLER BANK ACCOUNTS means the bank account(s) of the Seller into which
monies may be paid from time to time pursuant to the terms of the
Mortgages Trust Deed, details of which will be given to the Mortgages
Trustee and Funding;
SELLER POWER OF ATTORNEY means the power of attorney granted by the
Seller in favour of Funding, the Mortgages Trustee and the Security
Trustee on the Ninth Issuer Closing Date, substantially in the form set
out in Schedule 5 to the Mortgage Sale Agreement;
SELLER SHARE means, prior to the first Distribution Date, the Initial
Seller Share and thereafter, shall mean the Current Seller Share;
SELLER SHARE EVENT means an event which shall occur if, on a Distribution
Date, (i) either (A) the result of the calculation of the Current Seller
Share on that Distribution Date would be equal to or less than the
Minimum Seller Share for such Distribution Date (determined using the
amounts of the Current Seller Share and the Minimum Seller Share that
would exist after making the distributions of Principal Receipts due on
that Distribution Date on the basis that the Cash Manager assumes that
those Principal Receipts are distributed in the manner described in the
Mortgages Trust Deed) or (B) the aggregate Outstanding Principal Balance
of Loans comprising the Trust Property on such Distribution Date during
the period from and including the Ninth Issuer Closing Date to but
excluding the Interest Payment Date falling in October 2010 is less than
(pound)25 billion and (ii) neither of the events described in (i) above
has occurred on the immediately preceding Distribution Date;
SELLER SHARE EVENT DISTRIBUTION DATE is a Distribution Date on which a
Seller Share Event occurs;
SELLER SHARE PERCENTAGE means prior to the first Distribution Date, the
Initial Seller Share Percentage and thereafter means the Current Seller
Share Percentage;
SELLER'S POLICY means the originating, underwriting, administration,
arrears and enforcement policy applied by the Seller from time to time to
loans and the security for their repayment which are beneficially owned
solely by the Seller;
SERIES means, in respect of an Intercompany Loan, the Term Advances under
that Intercompany Loan which correspond to each of the classes in a
particular series of Notes;
SERIES 1 TERM AAA CASH AMOUNT means the cash amount to be accumulated and
set aside by Funding in relation to the Ninth Issuer Series 1 Term AAA
Advance, which is recorded in the Cash Accumulation Sub-Ledger of the
relevant Issuer and which as at the Ninth Issuer Closing Date comprises
the Ninth Issuer Cash Amount;
SERVICER means Abbey, or such other person as may from time to time be
appointed as servicer of the Portfolio pursuant to the Servicing
Agreement;
SERVICER TERMINATION EVENT means any of the events listed in Clause 21 of
the Servicing Agreement;
SERVICES has the meaning set out in Clause 3.1(A) of the Servicing
Agreement;
SERVICING AGREEMENT means the fourth amended and restated servicing
agreement entered into on or about the 2007-1 Closing Date between the
Servicer, the Mortgages Trustee, the Security Trustee, Funding and the
Seller pursuant to which the Servicer agrees to administer
43
the Loans and their Related Security comprised in the Portfolio (as the
same may be amended, restated, supplemented, replaced or novated from
time to time);
SEVENTH ISSUER means Holmes Financing (No. 7) PLC;
SEVENTH ISSUER CLOSING DATE means 26th March, 2003;
SEVENTH ISSUER SECURITY TRUSTEE means The Bank of New York, acting
through its London Branch, whose principal office is One Canada Square,
London E14 5AL, or such other persons and all other persons for the time
being acting as the security trustee or security trustees pursuant to the
Seventh Issuer Deed of Charge;
SEVENTH START-UP LOAN means the start-up loan that the Seventh Start-up
Loan Provider made available to Funding pursuant to the Seventh Start-up
Loan Agreement;
SEVENTH START-UP LOAN AGREEMENT means the agreement entered into on or
about the Seventh Issuer Closing Date between Funding, the Seventh
Start-up Loan Provider and the Security Trustee relating to the provision
of the Seventh Start-up Loan to Funding;
SEVENTH START-UP LOAN PROVIDER means Abbey, in its capacity as provider
of the Seventh Start-up Loan;
SGBM OR SANTANDER GLOBAL BANKING & MARKETS means Abbey National Treasury
Services PLC (registered number 2338548), a public limited company
incorporated under the laws of England and Wales, whose registered office
is at Abbey National House, 2 Triton Square, Regent's Place, London NW1
3AN;
SIXTH ISSUER means Holmes Financing (No. 6) PLC;
SIXTH ISSUER CLOSING DATE means 7th November, 2002;
SIXTH ISSUER SECURITY TRUSTEE means The Bank of New York, acting through
its London Branch, whose principal office is One Canada Square, London
E14 5AL, or such other persons and all other persons for the time being
acting as the security trustee or security trustees pursuant to the Sixth
Issuer Deed of Charge;
SIXTH START-UP LOAN means the start-up loan that the Sixth Start-up Loan
Provider made available to Funding pursuant to the Sixth Start-up Loan
Agreement;
SIXTH START-UP LOAN AGREEMENT means the agreement entered into on or
about the Sixth Issuer Closing Date between Funding, the Sixth Start-up
Loan Provider and the Security Trustee relating to the provision of the
Sixth Start-up Loan to Funding;
SIXTH START-UP LOAN PROVIDER means Abbey, in its capacity as provider of
the Sixth Start-up Loan;
STABILISED RATE means the rate to which any Loan reverts after the
expiration of any period during which any alternative method(s) of
calculating the interest rate specified in the Offer Conditions are used;
STANDARD DOCUMENTATION means the standard documentation, copies of which
are contained as Part 2 of the Exhibit to the Mortgage Sale Agreement and
which have been initialled on behalf of the parties thereto for the
purposes of identification, or any update or replacement
44
therefor as the Seller may from time to time introduce acting in
accordance with the standards of a reasonable, prudent mortgage lender;
START-UP LOAN AGREEMENTS means the First Start-up Loan Agreement, the
Second Start-up Loan Agreement, the Third Start-up Loan Agreement, the
Fourth Start-up Loan Agreement, the Fifth Start-up Loan Agreement, the
Sixth Start-up Loan Agreement, the Seventh Start-up Loan Agreement, the
Eighth Start-up Loan Agreement, the Tenth Start-up Loan Agreement, the
Issue 2007-1 Start-up Loan Agreement, the 2007-3 Start-up Loan Agreement
and any New Start-up Loan Agreement and START-UP LOAN AGREEMENT means any
of them;
START-UP LOAN PROVIDER means Abbey, in its capacity as provider of the
Start-up Loans;
START-UP LOAN PROVIDERS means the First Start-up Loan Provider, the
Second Start-up Loan Provider, the Third Start-up Loan Provider, the
Fourth Start-up Loan Provider, the Fifth Start-up Loan Provider, the
Sixth Start-up Loan Provider, the Seventh Start-up Loan Provider, the
Eighth Start-up Loan Provider, the Tenth Start-up Loan Provider, the
2007-1 Start-up Loan Provider, the 2007-3 Start-up Loan Provider or, as
the context may require, any New Start-up Loan Provider;
START-UP LOANS means the First Start-up Loan, the Second Start-up Loan,
the Third Start-up Loan, the Fourth Start-up Loan, the Fifth Start-up
Loan, the Sixth Start-up Loan, the Seventh Start-up Loan, the Eighth
Start-up Loan, the Tenth Start-up Loan, the Issue 2007-1 Start-up Loan,
the 2007-3 Start-up Loan and any New Start-up Loan;
SUBSIDIARY means a subsidiary as defined in Section 736 of the Companies
Act 1985;
SVR or STANDARD VARIABLE RATE means a standard variable rate of interest
charged on Variable Rate Loans in, or to be included in, the Portfolio
(other than the Tracker Loans) such interest to be payable monthly;
TARGET BUSINESS DAY means a day on which the Trans-European Automated
Real-time Gross settlement Express Transfer (TARGET) system is open;
TAXES means all present and future taxes, levies, imposts, duties (other
than stamp duty), fees, deductions, withholdings or charges of any nature
whatsoever and wheresoever imposed, including, without limitation, value
added tax or other tax in respect of added value and any franchise,
transfer, sales, gross receipts, use, business, occupation, excise,
personal property, real property or other tax imposed by any national,
local or supranational taxing or fiscal authority or agency together with
any penalties, fines or interest thereon and TAX and TAXATION shall be
construed accordingly;
TENTH ISSUER means Holmes Financing (No.10) PLC;
TENTH ISSUER CLOSING DATE means 8 August 2006;
TENTH ISSUER SECURITY TRUSTEE means The Bank of New York, acting through
its London Branch, whose principal office is One Canada Square, London
E14 5AL, or such other persons and all other persons for the time being
acting as the security trustee or security trustees pursuant to the Tenth
Issuer Deed of Charge;
TENTH START-UP LOAN means the start-up loan that the Tenth Start-up Loan
Provider made available to Funding pursuant to the Tenth Start-up Loan
Agreement;
45
TENTH START-UP LOAN AGREEMENT means the agreement entered into on or
about the Tenth Issuer Closing Date between Funding, the Tenth Start-up
Loan Provider and the Security Trustee relating to the provision of the
Tenth Start-up Loan to Funding;
TENTH START-UP LOAN PROVIDER means Abbey, in its capacity as provider of
the Tenth Start-up Loan;
TERMINATION PRICE means an amount equal to the Funding Share of the Trust
Property as at the relevant date of termination of the Mortgages Trust
pursuant to Clause 14 of the Mortgages Trust Deed;
TERM ADVANCE RATE OF INTEREST has the meaning given to it in Clause 6.2
of the Intercompany Loan Terms and Conditions;
TERM ADVANCE RATING means the designated rating of each Term Advance
which reflects the rating assigned to the corresponding class of Notes
used to fund each such Term Advance on the relevant Closing Date of that
Term Advance;
TERM A ADVANCES means the Seventh Issuer Term A Advances, the A Master
Issuer Term Advances and any term A advances made by any New Issuer;
TERM AA ADVANCES means the First Issuer Term AA Advances, the Second
Issuer Term AA Advances, the Third Issuer Term AA Advances, the Fourth
Issuer Term AA Advances, the Fifth Issuer Term AA Advances, the Sixth
Issuer Term AA Advances, the Seventh Issuer Term AA Advances, the Eighth
Issuer Term AA Advances, the Tenth Issuer Term AA Advances, the AA Master
Issuer Term Advances and any term AA advances made by any New Issuer;
TERM AAA ADVANCES means the First Issuer Term AAA Advances, the Second
Issuer Term AAA Advances, the Third Issuer Term AAA Advances, the Fourth
Issuer Term AAA Advances, the Fifth Issuer Term AAA Advances, the Sixth
Issuer Term AAA Advances, the Seventh Issuer Term AAA Advances, the
Eighth Issuer Term AAA Advances, the Ninth Issuer Term AAA Advances, the
Tenth Issuer Term AAA Advances, the AAA Master Issuer Term Advances and
any term AAA advances made by any New Issuer;
TERM BB ADVANCES means the Fourth Issuer Term BB Advances, the BB Master
Issuer Term Advances and any term BBB advances made by any New Issuer.
TERM BBB ADVANCES means the First Issuer Term BBB Advances, the Second
Issuer Term BBB Advances, the Third Issuer Term BBB Advances, the Fourth
Issuer Term BBB Advances, the Fifth Issuer Term BBB Advances, the Sixth
Issuer Term BBB Advances, the Eighth Issuer Term BBB Advances, the Tenth
Issuer Term BBB Advances, the BBB Master Issuer Term Advances and any
term BBB advances made by any New Issuer;
TERM ADVANCES means the First Issuer Term Advances, the Second Issuer
Term Advances, the Third Issuer Term Advances, the Fourth Issuer Term
Advances, the Fifth Issuer Term Advances, the Sixth Issuer Term Advances,
the Seventh Issuer Term Advances, the Eighth Issuer Term Advances, the
Ninth Issuer Term Advances, the Tenth Issuer Term Advances, the Master
Issuer Term Advances and any New Term Advances;
THIRD AMENDED AND RESTATED FUNDING DEED OF CHARGE means the deed entered
into on the 2007-1 Closing Date amending and restating the Funding Deed
of Charge;
THIRD AMENDMENT AGREEMENT TO THE CASH MANAGEMENT AGREEMENT means the
agreement so named dated the Eighth Issuer Closing Date;
46
THIRD DEED OF ACCESSION means the deed of accession to the Funding Deed
of Charge dated the Fourth Issuer Closing Date;
THIRD DEED OF ACCESSION TO THE AMENDED AND RESTATED FUNDING DEED OF
CHARGE means the deed of accession to the Amended and Restated Funding
Deed of Charge entered into on the Ninth Issuer Closing Date;
THIRD ISSUER means Holmes Financing (No. 3) PLC;
THIRD ISSUER CLOSING DATE means 23rd May, 2001;
THIRD PARTY AMOUNTS includes:
(a) payments of High Loan-to-Value Fee;
(b) amounts under a direct debit which are repaid to the bank making
the payment if such a bank is unable to recoup that amount itself
from the customer's account; or
(c) payments by Borrowers of Early Repayment Fees, Redemption Fees and
other charges due to the Seller.
THIRD PARTY COLLECTION AGENT means an entity that shall act as collection
agent for the Mortgages Trustee and the Beneficiaries under the Direct
Debiting Scheme or any successor to that scheme pursuant to Clause
5.1(A)(i) of the Servicing Agreement;
THIRD START-UP LOAN means the Start-up Loan that the Third Start-up Loan
Provider shall make available to Funding pursuant to the Third Start-up
Loan Agreement;
THIRD START-UP LOAN AGREEMENT means the agreement entered into on or
about the Third Issuer Closing Date between Funding, the Third Start-up
Loan Provider and the Security Trustee relating to the provision of the
Third Start-up Loan to Funding;
THIRD START-UP LOAN PROVIDER means Abbey, in its capacity as provider of
the Third Start-up Loan;
TITLE DEEDS means, in relation to each Loan and its Related Security and
the Property relating thereto, all conveyancing deeds and documents (if
any) which make up the title to the Property and the security for the
Loan and all searches and enquiries undertaken in connection with the
grant by the Borrower of the related Mortgage;
TRACKER LOAN means a loan where interest is linked to a variable interest
rate other than the SVR. For example, the rate on a Tracker Loan may be
set at a fixed or variable margin above or below sterling LIBOR or above
or below rates set from time to time by the Bank of England;
TRACKER RATE means the rate of interest applicable to a Tracker Loan
(before applying any cap or minimum rate);
TRACKER SWAP RATE means a rate linked to the Bank of England repo rate,
as shall be determined by the Cash Manager in accordance with the
provisions of the Cash Management Agreement;
TRANSACTION DOCUMENTS means the Funding Agreements, the First Issuer
Transaction Documents, the Second Issuer Transaction Documents, the Third
Issuer Transaction
47
Documents, the Fourth Issuer Transaction Documents, the Fifth Issuer
Transaction Documents, the Sixth Issuer Transaction Documents, the
Seventh Issuer Transaction Documents, the Eighth Issuer Transaction
Documents, the Ninth Issuer Transaction Documents, the Tenth Issuer
Transaction Documents, the Master Issuer Transaction Documents, any
documents and agreements to which any New Issuer is a party, the
Mortgages Trustee Guaranteed Investment Contract and all other documents
and agreements referred to therein;
TRIGGER EVENT means an Asset Trigger Event and/or a Non-Asset Trigger
Event, as the case may be;
TRUST CORPORATION means a corporation entitled by rules made under the
Public Trustee Act 1906, or entitled pursuant to any comparable
legislation applicable to a trustee in any jurisdiction, to carry out the
functions of a custodian trustee;
TRUST DEEDS means the First Issuer Trust Deed and/or the Second Issuer
Trust Deed and/or the Third Issuer Trust Deed and/or the Fourth Issuer
Trust Deed and/or the Fifth Issuer Trust Deed and/or the Sixth Issuer
Trust Deed and/or the Seventh Issuer Trust Deed and/or the Eighth Issuer
Trust Deed and/or the Ninth Issuer Trust Deed and/or the Tenth Issuer
Trust Deed and/or the Master Issuer Trust Deed and/or any New Issuer
Trust Deed;
TRUST INDENTURE ACT means the United States Trust Indenture Act of 1939,
as amended;
TRUST PROPERTY has the meaning given to it in Clause 2.5 of the Mortgages
Trust Deed;
UNDERPAYMENT means a reduced payment by a Borrower under a Flexible Loan
and where such reduced payment is in place of the Monthly Payment set out
in the Offer Conditions (or any changed Monthly Payment subsequently
notified to the Borrower), where there are sufficient available funds to
fund the difference between the Monthly Payment and this reduced payment
and where the Borrower is not in breach of the Mortgage Terms for making
such payment;
UNITED KINGDOM means The United Kingdom of Great Britain and Northern
Ireland;
UNITED STATES means The United States of America;
UNREGISTERED LAND means land in England or Wales title to which is not,
and is not required to be, registered at the Land Registry;
UNREGISTERED TRANSFER means a deed of transfer of a Mortgage or Mortgages
over Unregistered Land substantially in the form set out in Schedule 3 to
the Mortgage Sale Agreement with such modifications as may be required
from time to time;
US NOTES means each series and class (or sub-class) of Notes, if any,
which is an SEC-Registered Master Issuer Note or a Rule 144A Master
Issuer Note;
US PROSPECTUS SUPPLEMENT means each prospectus supplement to the Base
Prospectus, related to an Issue of the US Notes;
VALUATION REPORT means the valuation report or reports for mortgage
purposes, in the form of the pro-forma contained in the Standard
Documentation, obtained by the Seller from a Valuer in respect of each
Property or a valuation report in respect of a valuation made using a
methodology which would be acceptable to a reasonable prudent mortgage
lender and which
48
has been approved by the Director of Group Property and Survey of the
Seller (or his successor);
VALUER means an Associate or Fellow of the Royal Institution of Chartered
Surveyors or the Incorporated Society of Valuers and Auctioneers who was
at the relevant times either a member of a firm which was on the list of
Valuers approved by or on behalf of the Seller from time to time or an
Associate or Fellow of the Royal Institute of Chartered Surveyors or the
Incorporated Society of Valuers and Auctioneers employed in-house by the
Seller acting for the Seller in respect of the valuation of a Property;
VARIABLE RATE LOANS means those Loans which are subject to a rate of
interest which may at any time be varied in accordance with the relevant
Mortgage Terms (and shall, for the avoidance of doubt, exclude Fixed Rate
Loans and Tracker Loans);
WAFF means the weighted average repossession frequency in respect of the
Portfolio; and
WALS means the weighted average loss severity in respect of the
Portfolio.
WILMINGTON TRUST means Wilmington Trust SP Services (London) Limited of
Tower 42, International Financial Centre, 25 Old Broad Street, London
EC2N 1HQ.
2. INTERPRETATION AND CONSTRUCTION
2.1 Any reference in this Fourth Amended and Restated Master Definitions and
Construction Schedule or any Transaction Document to:
AFFILIATE of any person shall be construed as a reference to the ultimate
holding company of that person or an entity of which that person or its
ultimate holding company (a) has direct or indirect control or (b) owns
directly or indirectly more than fifty per cent. (50%) of the share
capital or similar rights of ownership;
the ASSETS of any person shall be construed as a reference to the whole
or any part of its business, undertakings, property, intellectual
property, shares, securities, debts, accounts, revenues (including any
right to receive revenues), goodwill, shareholdings and uncalled capital
including premium whether now or hereafter acquired and any other assets
whatsoever;
the ASSIGNMENT of any Loan and/or its Related Security shall, unless the
context otherwise requires, be construed, in relation to any Scottish
Loan and/or its Related Security, so as to include the transfer of the
beneficial interest therein under Scots law;
DISPOSAL shall be construed as any sale, lease, transfer, conveyance,
assignment, assignation, licence, sub-licence or other disposal and
DISPOSE shall be construed accordingly;
a GUARANTEE means any guarantee, bond, indemnity, letter of credit, third
party security or other legally binding assurance against financial loss
granted by one person in respect of any indebtedness of another person,
or any agreement to assume any indebtedness of any other person or to
supply funds or to invest in any manner whatsoever in such other person
by reason of, or otherwise in relation to, indebtedness of such other
person;
INDEBTEDNESS shall be construed so as to include any obligation (whether
incurred as principal or as surety) for the payment or repayment of
money, whether present or future, actual or contingent;
49
LEASEHOLD shall be construed so as to include any property held under a
duly registered or recorded long lease in Scotland;
a MONTH is a reference to a period starting on one day in a calendar
month and ending on the numerically corresponding day in the next
calendar month save that, where any such period would otherwise end on a
day which is not a business day, it shall end on the next business day,
unless that day falls in the calendar month succeeding that in which it
would otherwise have ended, in which case it shall end on the preceding
business day Provided that, if a period starts on the last business day
in a calendar month or if there is no numerically corresponding day in
the month in which that period ends, that period shall end on the last
business day in that later month (and references to MONTHS shall be
construed accordingly);
SET-OFF shall be construed so as to include equivalent or analogous
rights under the laws of jurisdictions other than England and Wales;
VAT means value added tax imposed by the United Kingdom as referred to in
the Value Added Tax Act 1994 and legislation (whether delegated or
otherwise) replacing the same or supplemental thereto or in any primary
or subordinate legislation promulgated by the European Union or any
official body or agency thereof, and any similar turnover tax replacing
or introduced in addition to any of the same;
a WHOLLY-OWNED SUBSIDIARY of a company or corporation shall be construed
as a reference to any company or corporation which has no other members
except that other company or corporation and that other company's or
corporation's wholly-owned subsidiaries or persons acting on behalf of
that other company or corporation or its wholly-owned subsidiaries; and
the WINDING-UP, DISSOLUTION or ADMINISTRATION of a company or corporation
shall be construed so as to include any equivalent or analogous
proceedings under the law of the jurisdiction in which such company or
corporation is incorporated or any jurisdiction in which such company or
corporation carries on business including the seeking of liquidation,
winding-up, bankruptcy, reorganisation, dissolution, administration,
arrangement, adjustment, protection or relief of debtors.
(POUND), STERLING or POUNDS STERLING denotes the lawful currency for the
time being of the United Kingdom and [EURO] or EURO denotes the single
currency introduced at the start of the third stage of European Economic
Monetary Union pursuant to the Treaty of Rome of 25th March, 1957, as
amended by, inter alia, the Single European Act of 1986 and the Treaty of
European Union of 7th February, 1992 and the Treaty of Amsterdam of 2nd
October, 1997 establishing the European Community, as further amended
from time to time.
2.2 In this Fourth Amended and Restated Master Definitions and Construction
Schedule and in any of the Transaction Documents in which this Fourth
Amended and Restated Master Definitions and Construction Schedule is
expressed to be incorporated or to which this Fourth Amended and Restated
Master Definitions and Construction Schedule is expressed to apply:
(a) words denoting the singular number only shall include the plural
number also and vice versa;
(b) words denoting one gender only shall include the other genders;
(c) words denoting persons only shall include firms and corporations
and vice versa;
50
(d) references to any statutory provision shall be deemed also to
refer to any statutory modification or re-enactment thereof or any
statutory instrument, order or regulation made thereunder or under
any such re-enactment;
(e) references to any agreement or other document (including any of
the Transaction Documents) shall be deemed also to refer to such
agreement or document as amended, varied, supplemented or novated
from time to time;
(f) clause, paragraph and schedule headings are for ease of reference
only;
(g) reference to a statute shall be construed as a reference to such
statute as the same may have been, or may from time to time be,
amended or re-enacted to the extent such amendment or re-enactment
is substantially to the same effect as such statute on the date
hereof;
(h) reference to a time of day shall be construed as a reference to
London time; and
(i) references to any person shall include references to his
successors, transferees, assignees and assigns and any person
deriving title under or through him.
2.3 Any requirement in any Transaction Document for any action to be taken
according to the standards of a "reasonable, prudent mortgage lender"
shall be satisfied by the relevant party taking the relevant action in
accordance with the Seller's Policy from time to time.
2.4 Any capitalised term that appears in this Fourth Amended and Restated
Master Definitions and Construction Schedule or in the Funding Agreements
or the Mortgages Trustee Guarantee Investment Contract that is not
defined in this Master Definitions and Construction Schedule, shall have
the meaning given in the relevant Issuer Master Definitions and
Construction Schedule or each Issuer Master Definitions and Construction
Schedule or the Master Issuer Master Definitions and Construction
Schedule, as applicable, as the context so requires.
3. GOVERNING LAW
This Fourth Amended and Restated Master Definitions and Construction
Schedule is governed by, and shall be construed in accordance with, the
laws of England (provided that any term hereby which are particular to
Scots law shall be construed in accordance with the laws of Scotland).
51
SIGNATORIES
SIGNED for the purposes of identification by )
ALLEN & OVERY LLP )
SIGNED for the purposes of identification by )
SLAUGHTER AND MAY )
52