FURTHER AMENDED AND RESTATED MASTER DEFINITIONS AND CONSTRUCTION SCHEDULEConstruction Loan Agreement |
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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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<PAGE>
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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<PAGE>
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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<PAGE>
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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<PAGE>
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;
5
<PAGE>
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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<PAGE>
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
7
<PAGE>
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,
9
<PAGE>
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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<PAGE>
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 appr






