Exhibit 10.6
CONFORMED COPY
FURTHER AMENDED AND RESTATED MASTER
DEFINITIONS AND CONSTRUCTION SCHEDULE
DATED 28 MARCH 2007
HOLMES FUNDING LIMITED
HOLMES TRUSTEES LIMITED
CONTENTS
CLAUSE
PAGE
1.
Definitions..........................................................1
2.
Interpretation and
Construction.....................................49
3.
Governing
Law.......................................................51
Signatories...................................................................2
<PAGE>
FURTHER AMENDED AND RESTATED MASTER DEFINITIONS AND CONSTRUCTION
SCHEDULE is
signed for the purposes of identification on 28 March 2007 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 Amended and
Restated
Master Definitions and Construction Schedule signed on 28
November
2006 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 Further
Amended
and Restated Master Definitions and Construction Schedule except
so
far as the context requires otherwise.
Words and expressions used in this Further 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
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;
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;
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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 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
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Start-up Loan Agreement and the amount advanced by the Start-up
Loan
Provider or any New Start-up Loan Provider on the New Issuer
Closing
Date pursuant to any New Start-up Loan Agreement, or such part of
such
amount as shall be outstanding from time to time;
AFM or ABBEY FINANCIAL 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;
AGENT BANK means The Bank of New York 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;
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(E) of the
Notes
(optional redemption for tax and other reasons)) or any New
Notes
issued by it pursuant to the Terms and Conditions of such Notes or
New
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 and 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 with a
Part IV permission (within the meaning of that Act) that
includes accepting deposits) are rated at least A-1+ by
Standard & Poor's, P-1 by Moody's and F1 by Fitch or their
equivalents by three other internationally recognised rating
agencies; and
(c)
in the case of any collateral provided by the relevant Issuer
Swap Provider and/or the Funding Swap Provider under the
relevant Issuer Swap Agreement and/or the Funding Swap
Agreement, such demand or time deposit in such currency as are
approved by the Rating Agencies;
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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 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;
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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;
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:
(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
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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;
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
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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;
CUSTOMER FILES means the file or files relating to each Loan
containing, inter alia:
Loan; and
(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,
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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, 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;
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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;
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;
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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;
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;
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<PAGE>
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, 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;
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;
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<PAGE>
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 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;
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
14
<PAGE>
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 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;
(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);
15
<PAGE>
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,
provided that the Funding Available Principal Receipts applied on
the
Ninth Issuer Series 1 Term AAA Advance Maturity Date shall be
deducted
from the Funding Available Principal Receipts for the January
2007
Interest Period.
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 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
16
<PAGE>
(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,
provided that the Funding Available Revenue Receipts applied on
the
Ninth Issuer Series 1 Term AAA Advance Maturity Date shall be
deducted
from the Funding Available Revenue Receipts for the January
2007
Interest Period;
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 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 and (as the same may
be
amended, restated, supplemented, replaced or novated from time
to
time);
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<PAGE>
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;
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;
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<PAGE>
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;
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;
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<PAGE>
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
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
possible variance between the SVR payable on the Variable Rate
Loans
and a LIBOR based rate for three-month sterling deposits;
20
<PAGE>
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;
FURTHER 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 the
2007-1
Closing Date (as the same may be amended
