|
|
|
|
Document Preview Underwriting Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Underwriting Agreement |
|||
|
Entities: |
||||
|
Date: |
2007 |
|||
|
Size: |
Preview shows 46KB of 171KB total |
|||
|
Price: |
$51 |
|||
|
ID: |
#2998122 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
UNDERWRITING AGREEMENT
|
DATED 7 JUNE 2007 |
|
HOLMES MASTER ISSUER PLC and ABBEY NATIONAL PLC and HOLMES FUNDING LIMITED and HOLMES TRUSTEES LIMITED and HSBC SECURITIES (USA) INC. and LEHMAN BROTHERS INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED |
|
RELATING TO HOLMES MASTER ISSUER PLC ISSUE 2007-2 NOTES |
|
U.S.$1,225,000,000 FLOATING RATE SERIES 1 CLASS A1 ISSUE 2007-2 NOTES DUE JULY 2021 U.S.$2,750,000,000 FLOATING RATE SERIES 2 CLASS A1 ISSUE 2007-2 NOTES DUE JULY 2021 U.S.$1,250,000,000 FLOATING RATE SERIES 3 CLASS A1 ISSUE 2007-2 NOTES DUE JULY 2021 U.S.$750,000,000 FLOATING RATE SERIES 4 CLASS A ISSUE 2007-2 NOTES DUE JULY 2020 U.S.$82,000,000 FLOATING RATE SERIES 1 CLASS B ISSUE 2007-2 NOTES DUE JULY 2040 U.S.$25,000,000 FLOATING RATE SERIES 2 CLASS B1 ISSUE 2007-2 NOTES DUE JULY 2040 U.S.$10,000,000 FLOATING RATE SERIES 2 CLASS M1 ISSUE 2007-2 NOTES DUE JULY 2040 U.S.$128,400,000 FLOATING RATE SERIES 1 CLASS C ISSUE 2007-2 NOTES DUE JULY 2040 U.S.$34,000,000 FLOATING RATE SERIES 2 CLASS C1 ISSUE 2007-2 NOTES DUE JULY 2040 |
ALLEN & OVERY
London
CONTENTS
| Clause | Page | |
| 1. | Issue of the Issue 2007-2 Notes |
9 |
| 2. | Stabilization |
10 |
| 3. | Agreements by the Underwriters |
11 |
| 4. | Listing |
14 |
| 5. | Representations and Warranties of the Master Issuer |
14 |
| 6. | Representations and Warranties of Funding and the Mortgages Trustee |
20 |
| 7. | Representations and Warranties of Abbey |
24 |
| 8. | Covenants of the Master Issuer, Funding, the Mortgages Trustee and Abbey |
27 |
| 9. | Conditions Precedent |
36 |
| 10. | Closing |
39 |
| 11. | Commissions |
39 |
| 12. | Expenses |
40 |
| 13. | Indemnification |
41 |
| 14. | Termination |
45 |
| 15. | Survival of Representations and Obligations |
46 |
| 16. | Notices |
46 |
| 17. | Time |
47 |
| 18. | Governing Law and Jurisdiction |
47 |
| 19. | Counterparts |
48 |
| Signatories |
49 | |
2
| THIS AGREEMENT is made on 7 June, 2007 |
| BETWEEN: |
| (1) | HOLMES MASTER ISSUER PLC (registered number 5953811), 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 (the Master Issuer); |
| (2) | ABBEY NATIONAL PLC (registered number 2294747), a public limited company incorporated under the laws of England and Wales, whose registered office is at Abbey National House, 2 Triton Square, Regent?s Place, London NW1 3AN (Abbey); |
| (3) | HOLMES FUNDING LIMITED (registered number 3982428), a private 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 (Funding); |
| (4) | HOLMES TRUSTEES LIMITED (registered number 3982431), a private 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 (the Mortgages Trustee); and |
| (5) | HSBC SECURITIES (USA) INC., a corporation organized under the laws of the State of Delaware, whose registered office is at 452 Fifth Avenue, New York, New York 10018, LEHMAN BROTHERS INC., a corporation organized under the laws of the State of Delaware, whose registered office is at 2711 Centerville Road, Wilmington, Delaware 19808, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, a corporation organized under the laws of the State of Delaware, whose registered office is at c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801 (together, the Underwriters). |
| WHEREAS: |
| (A) | The Master Issuer, by resolutions of its Board of Directors passed on June 7, 2007, has duly authorised and has determined to create and issue U.S.$1,225,000,000 in principal amount of its Floating Rate Series 1 Class A1 Issue 2007-2 Notes due July 2021 (the Series 1 Class A1 Issue 2007-2 Notes), U.S.$82,000,000 in principal amount of its Floating Rate Series 1 Class B Issue 2007-2 Notes due July 2040 (the Series 1 Class B Issue 2007-2 Notes), U.S.$128,400,000 in principal amount of its Floating Rate Series 1 Class C Issue 2007-2 Notes due July 2040 (the Series 1 Class C Issue 2007-2 Notes and, together with the Series 1 Class A1 Issue 2007-2 Notes and Series 1 Class B Issue 2007-2 Notes, the Series 1 Issue 2007-2 Notes), U.S.$2,750,000,000 in principal amount of its Floating Rate Series 2 Class A1 Issue 2007-2 Notes due July 2021 (the Series 2 Class A1 Issue 2007-2 Notes), U.S.$25,000,000 in principal amount of its Floating Rate Series 2 Class B1 Issue 2007-2 Notes due July 2040 (the Series 2 Class B1 Issue 2007-2 Notes), U.S.$10,000,000 in principal amount of its Floating Rate Series 2 Class M1 Issue 2007-2 Notes due July 2040 (the Series 2 Class M1 Issue 2007-2 Notes), U.S.$34,000,000 in principal amount of its Floating Rate Series 2 Class C1 Issue 2007-2 Notes due July 2040 (the Series 2 Class C1 Issue 2007-2 Notes, and, together with the Series 2 Class A1 Issue 2007-2 Notes, the Series 2 Class B1 Issue 2007-2 Notes, and the Series 2 Class M1 Issue 2007-2 Notes, the Series 2 Issue 2007-2 Notes), U.S.$1,250,000,000 in principal amount of its Floating Rate Series 3 Class A1 Issue 2007-2 Notes due July 2021 (the Series 3 Class A1 Issue 2007-2 Notes and the Series 3 Issue 2007-2 Notes) and the U.S.$750,000,000 in principal amount of its Floating Rate Series 4 Class A Issue 2007-2 Notes due July 2020 (the Series 4 Class A Issue 2007-2 Notes and the Series 4 Issue 2007-2 Notes) (together, the U.S. Issue 2007-2 Notes). |
3
| (B) | The U.S. Issue 2007-2 Notes will be registered in accordance with the registration requirements of the Securities Act. The U.S. Issue 2007-2 Notes will be in registered form in minimum denominations of U.S.$100,000 and increments of U.S.$1,000 thereafter. The U.S. Issue 2007-2 Notes will be issued on June 20, 2007 at 10:00 a.m. (London time) or at such other time (not being later than 2:00 p.m. (London time)) or on such other date as the Master Issuer and the Underwriters may agree (the Closing Date). The issue of the U.S. Issue 2007-2 Notes is referred to in this Agreement as the Issue. |
| (C) | Simultaneously with the Issue, the Master Issuer intends to issue ?1,200,000,000 in principal amount of its Floating Rate Series 1 Class A2 Issue 2007-2 Notes due July 2021 (the Series 1 Class A2 Issue 2007-2 Notes), CAN$600,000,000 in principal amount of its Floating Rate Series 2 Class A Issue 2007-2 Notes due July 2020 (the Series 2 Class A Issue 2007-2 Notes), ?1,300,000,000 in principal amount of its Floating Rate Series 3 Class A2 Issue 2007-2 Notes due July 2021 (the Series 3 Class A2 Issue 2007-2 Notes), ?450,000,000 in principal amount of its Floating Rate Series 3 Class A3 Issue 2007-2 Notes due July 2021 (the Series 3 Class A3 Issue 2007-2 Notes), ?95,000,000 in principal amount of its Floating Rate Series 2 Class B2 Issue 2007-2 Notes due July 2040 (the Series 2 Class B2 Issue 2007-2 Notes), ?50,000,000 in principal amount of its Floating Rate Series 2 Class B3 Issue 2007-2 Notes due July 2040 (the Series 2 Class B3 Issue 2007-2 Notes), ?20,000,000 in principal amount of its Floating Rate Series 2 Class M2 Issue 2007-2 Notes due July 2040 (the Series 2 Class M2 Issue 2007-2 Notes), ?38,000,000 in principal amount of its Floating Rate Series 2 Class M3 Issue 2007-2 Notes due July 2040 (the Series 2 Class M3 Issue 2007-2 Notes), ?106,000,000 in principal amount of its Floating Rate Series 2 Class C2 Issue 2007-2 Notes due July 2040 (the Series 2 Class C2 Issue 2007-2 Notes), ?45,000,000 in principal amount of its Floating Rate Series 2 Class C3 Issue 2007-2 Notes due July 2040 (the Series 2 Class C3 Issue 2007-2 Notes) (together, the Reg S Issue 2007-2 Notes). Pursuant to the terms of a Programme Agreement dated 17 November, 2006 (the Reg S Programme Agreement) between the Master Issuer, Abbey, Funding, the Mortgages Trustee and the respective dealers named therein, and by a Subscription Agreement of even date herewith (the Reg S Issue 2007-2 Notes Subscription Agreement) between the Master Issuer, Abbey, Funding, the Mortgages Trustee and HSBC Bank plc, Lehman Brothers International (Europe), Merrill Lynch International, Merrill Lynch Canada Inc., HSBC Securities (Canada) Inc. and Banco Santander Central Hispano, S.A. (collectively, the 2007-2 Managers), the 2007-2 Managers have agreed to subscribe and pay for the Reg S Issue 2007-2 Notes upon the terms and subject to the conditions therein contained. The U.S. Issue 2007-2 Notes and the Reg S Issue 2007-2 Notes together are referred to as the Issue 2007-2 Notes, which expression where the context so requires shall include the Global Issue 2007-2 Notes (as defined below). |
| The U.S. Issue 2007-2 Notes and the Reg S Issue 2007-2 Notes will be constituted by, issued subject to and have the benefit of a further amended and restated trust deed (the Master Issuer Trust Deed) to be dated on or about the Closing Date between the Master Issuer and The Bank of New York, London Branch as trustee (the Note Trustee) for the holders, among others, of the U.S. Issue 2007-2 Notes and the Reg S Issue 2007-2 Notes (the Noteholders). |
| (D) | The U.S. Issue 2007-2 Notes and the Reg S Issue 2007-2 Notes (together with the Master Issuer?s obligations to its other creditors) will be secured with the benefit of security interests created by a deed of charge and assignment entered into on 28 November, 2006 (the Programme Date), as amended and restated on the March 28, 2007 (the Issue 2007-1 Closing Date) (the Amended and Restated Master Issuer Deed of Charge), entered into by, inter alios, the Master Issuer and the Note Trustee, and the deed of accession thereto (the First Deed of Accession to the Amended and Restated Master Issuer Deed of Charge) to be entered into on or before the Closing Date by the Master Issuer, The Bank of New York, London Branch in its capacity as security trustee (the Master Issuer Security Trustee), the Note Trustee, The Bank of New York, London Branch in its capacities as principal paying agent, agent bank, registrar and transfer agent under the Master Issuer |
4
| Paying Agent and Agent Bank Agreement (as defined below) (in such capacities, the Principal Paying Agent, the Agent Bank, the Registrar and the Transfer Agent), Abbey in its capacity as cash manager to the Master Issuer under the Master Issuer Cash Management Agreement (as defined below) (the Master Issuer Cash Manager) and in its capacity as sterling account bank to the Master Issuer under the Master Issuer Bank Account Agreement (as defined below) (the Master Issuer Sterling Account Bank), Citibank, N.A., London Branch in its capacity as non-sterling account bank to the Master Issuer (the Master Issuer Non-Sterling Account Bank), The Bank of New York, New York Branch in its capacity as U.S. paying agent under the Master Issuer Paying Agent and Agent Bank Agreement (the U.S. Paying Agent), ML MBS Services Limited as currency swap provider to the Master Issuer for the Issue 2007-2 Notes (the Master Issuer Swap Provider) and Wilmington Trust SP Services (London) Limited in its capacity as corporate services provider to the Master Issuer under the Master Issuer Corporate Services Agreement (as defined below) (the Master Issuer Corporate Services Provider). |
| (E) | Payments of principal and interest on the U.S. Issue 2007-2 Notes and the Reg S Issue 2007-2 Notes will be made by the Master Issuer to the Principal Paying Agent and by the Principal Paying Agent to Noteholders on behalf of the Master Issuer under an amended and restated paying agent and agent bank agreement entered into on the Issue 2007-1 Closing Date (the Master Issuer Paying Agent and Agent Bank Agreement) between the Master Issuer, the Principal Paying Agent, the Agent Bank, the U.S. Paying Agent, the Registrar, the Transfer Agent and the Master Issuer Security Trustee. |
| (F) | The U.S. Issue 2007-2 Notes will be payable in U.S. dollars. Each class of the Issue 2007-2 Notes will be represented by a global note (each a Global Issue 2007-2 Note), without interest coupons, substantially in the form set out in the Master Issuer Trust Deed. |
| (G) | The Master Issuer will use an amount equal to the gross proceeds of the Issue and the gross proceeds of the issue of the Reg S 2007-2 Notes (net of management and underwriting commissions and various out-of-pocket expenses) converted under the relevant Master Issuer Dollar Swap Agreements (as defined below), to make a loan to Funding pursuant to an intercompany loan agreement entered into on the Programme Date (the Master Issuer Intercompany Loan Agreement and each loan made thereunder a Master Issuer Intercompany Loan) between the Master Issuer, Funding, the Agent Bank and BNY Corporate Trustee Services Limited (the Security Trustee) as recorded in a term advance supplement (the Issue 2007-2 Term Advance Supplement) to be entered into on or before the Closing Date between the Master Issuer, Funding, the Security Trustee and the Agent Bank. |
| (H) | Funding will pay the proceeds of the Master Issuer Intercompany Loan to Abbey in consideration for the assignment by Abbey to it of a part of Abbey?s interest in a portfolio of residential mortgage loans (the Loans) and an interest in the related insurances and their related security (together, the Related Security). |
| (I) | Abbey transferred by way of equitable assignment the portfolio of Loans and their Related Security to the Mortgages Trustee on 26th July, 2000 and on subsequent distribution dates, pursuant to a mortgage sale agreement entered into on 26th July, 2000, as amended on 29th November, 2000 and as amended and restated on 23rd May, 2001, 5th July, 2001, 8th November, 2001, 7th November, 2002, 26th March, 2003, 1st April, 2004, 8th December, 2005, 8th August, 2006, 28th November, 2006 and as the same may be further amended, restated and supplemented on or before the Closing Date (the Mortgage Sale Agreement) between Abbey, the Mortgages Trustee, Funding and the Security Trustee. In relation to Loans secured over properties in Scotland, the transfer of the beneficial interest therein to the Mortgages Trustee has been effected by a declaration of trust entered into on 8th January, 2003 and further declarations of trust in respect of further loans sold to the Mortgages Trustee (the Scottish Trust Deeds, the form of which is incorporated into the Mortgage Sale Agreement) between Abbey, the Mortgages Trustee and Funding. Each of the |
5
| Mortgages Trustee, Funding and the Security Trustee appointed Abbey as servicer to service the Loans and their Related Security pursuant to a servicing agreement entered into on 26th July, 2000, as amended and restated on 23rd May, 2001, 7th November, 2002 and as further amended and restated on the Issue 2007-1 Closing Date (the Fifth Amended and Restated Servicing Agreement). |
| (J) | The Mortgages Trustee holds the Loans and their Related Security on a bare trust in undivided shares for the benefit of Funding and Abbey pursuant to a mortgages trust deed entered into on 25th July, 2000, as amended on 29th November, 2000 and 23rd May, 2001, as amended and restated on 5th July, 2001, 8th November, 2001, 7th November, 2002, 26th March, 2003, 1st April, 2004, 8th December, 2005, 8th August, 2006 and the Closing Date (the Mortgages Trust Deed) between Abbey, Funding, the Mortgages Trustee and SPV Management Limited (now known as Wilmington Trust SP Services (London) Limited). The Mortgages Trustee entered into, on 26th July, 2000, a guaranteed investment contract in respect of its principal bank account (the Mortgages Trustee Guaranteed Investment Contract) between the Mortgages Trustee and Abbey (in such capacity, the Mortgages Trustee GIC Provider). |
| (K) | Funding?s obligations to the Master Issuer under the Master Issuer Intercompany Loan Agreement and to Funding?s other creditors will be secured with the benefit of security interests created by a deed of charge and assignment entered into on 26th July, 2000 (the Funding Deed of Charge) between Funding, Holmes Financing (No. 1) PLC (the First Issuer), the Security Trustee, Abbey National Treasury Services plc (in such capacity, the Funding Swap Provider), Abbey in its capacity as cash manager to the Mortgages Trustee and Funding (the Cash Manager) and in its capacity as account bank to the Mortgages Trustee and Funding (the Account Bank), Abbey in its capacity as start-up loan provider to Funding in relation to an issue of notes by the First Issuer (the First Start-up Loan Provider) and SPV Management Limited (now known as Wilmington Trust SP Services (London) Limited) (the Corporate Services Provider), acceded to pursuant to a deed of accession dated 29th November, 2000 (the First Deed of Accession to the Funding Deed of Charge) by Holmes Financing (No. 2) PLC (the Second Issuer) and Abbey in its capacity as start-up loan provider to Funding and in relation to an issue of notes by the Second Issuer (the Second Start-up Loan Provider), acceded to pursuant to a deed of accession dated 23rd May, 2001 (the Second Deed of Accession to the Funding Deed of Charge) by Holmes Financing (No. 3) PLC (the Third Issuer) and Abbey in its capacity as start-up loan provider to Funding in relation to an issue of notes by the Third Issuer (the Third Start-up Loan Provider), acceded to pursuant to a deed of accession dated 5th July, 2001 (the Third Deed of Accession to the Funding Deed of Charge) by Holmes Financing (No. 4) PLC (the Fourth Issuer) and Abbey in its capacity as start-up loan provider to Funding in relation to an issue of notes by the Fourth Issuer (the Fourth Start-up Loan Provider), acceded to pursuant to a deed of accession dated 8th November, 2001 (the Fourth Deed of Accession to the Funding Deed of Charge) by Holmes Financing (No. 5) PLC (the Fifth Issuer) and Abbey in its capacity as start up loan provider to Funding in relation to an issue of notes by the Fifth Issuer (the Fifth Start-up Loan Provider), amended and restated pursuant to the amendment and restatement of the Funding Deed of Charge dated 7th November, 2002 (the Amended and Restated Funding Deed of Charge) between Holmes Financing (No. 6) PLC (the Sixth Issuer) and Abbey in its capacity as start up loan provider to Funding in relation to an issue of notes by the Sixth Issuer (the Sixth Start-up Loan Provider), acceded to pursuant to a deed of accession dated 26th March, 2003 (the First Deed of Accession to the Amended and Restated Funding Deed of Charge) by Holmes Financing (No. 7) PLC (the Seventh Issuer) and Abbey in its capacity as start up loan provider to Funding in relation to an issue of notes by the Seventh Issuer (the Seventh Start-up Loan Provider), acceded to pursuant to a deed of accession dated 1st April, 2004 (the Second Deed of Accession to the Amended and Restated Funding Deed of Charge) by Holmes Financing (No. 8) PLC (the Eighth Issuer) and Abbey in its capacity as start-up loan provider to Funding in relation to an issue of notes by the Eighth Issuer (the Eighth Start-up Loan Provider), acceded to pursuant to a deed of accession dated 8th December, 2005 |
6
| (the Third Deed of Accession to the Amended and Restated Funding Deed of Charge) by Holmes Financing (No. 9) PLC (the Ninth Issuer) and acceded to pursuant to a deed of accession dated 8th August, 2006 (the Fourth Deed of Accession to the Amended and Restated Funding Deed of Charge) by Holmes Financing (No. 10) PLC (the Tenth Issuer) and as further amended and restated on the Programme Date (the Second Amended and Restated Funding Deed of Charge), pursuant to which the Master Issuer became a secured creditor of Funding, and on the Issue 2007-1 Closing Date (the Third Amended and Restated Funding Deed of Charge). |
| (L) | In connection with the issue of notes by the First Issuer, Funding, in addition to the documents described above, on 26th July, 2000, entered into (1) a cash management agreement amended on 29th November, 2000, on 26th March, 2003 and on 1st April, 2004 (the Cash Management Agreement) with the Cash Manager, the Mortgages Trustee and the Security Trustee; (2) a bank account agreement amended on 1st April, 2004 and on 8th December, 2005 (the Bank Account Agreement) with the Account Bank, the Mortgages Trustee and Funding; (3) a guaranteed investment contract (the Funding Guaranteed Investment Contract) with the Account Bank; (4) a start-up loan agreement (the First Start-up Loan Agreement) with the First Start-up Loan Provider and the Security Trustee; and (5) a corporate services agreement amended and restated on 29th November, 2000 and on 23rd May, 2001 (the Corporate Services Agreement) with the Mortgages Trustee, the Security Trustee and the Corporate Services Provider, each of which will remain in effect, as applicable, in respect of the Issue. In connection with the issue of notes by the Second Issuer, Funding, in addition to the documents described above, on 29th November, 2000 entered into a start-up loan agreement (the Second Start-up Loan Agreement) with the Second Start-up Loan Provider and the Security Trustee. In connection with the issue of notes by the Third Issuer, Funding, in addition to the documents described above, on 23rd May, 2001 entered into a start-up loan agreement (the Third Start-up Loan Agreement) with the Third Start-up Loan Provider and the Security Trustee. In connection with the issue of notes by the Fourth Issuer, Funding, in addition to the documents described above, on 5th July, 2001 entered into a start-up loan agreement (the Fourth Start-up Loan Agreement) with the Fourth Start-up Loan Provider and the Security Trustee. In connection with the issue of notes by the Fifth Issuer, Funding in addition to the documents described above, on 8th November, 2001 entered into a start-up loan agreement (the Fifth Start-up Loan Agreement) with the Fifth Start-up Loan Provider and the Security Trustee. In connection with the issue of notes by the Sixth Issuer, Funding in addition to the documents described above, on 7th November, 2002 entered into a start-up loan agreement (the Sixth Start-up Loan Agreement) with the Sixth Start-up Loan Provider and the Security Trustee. In connection with the issue of notes by the Seventh Issuer, Funding, in addition to the documents described above, on 26th March, 2003 entered into a start-up loan agreement (the Seventh Start-up Loan Agreement) with the Seventh Start-up Loan Provider and the Security Trustee. In connection with the issue of notes by the Eighth Issuer, Funding, in addition to the documents described above, on 1st April, 2004 entered into a start-up loan agreement (the Eighth Start-up Loan Agreement) with the Eighth Start-up Loan Provider and the Security Trustee. In connection with the issue of the Issue 2007-1 Notes by the Master Issuer, Funding, in addition to the documents described above, on the Issue 2007-1 Closing Date entered into a start-up loan agreement (the Issue 2007-1 Start-up Loan Agreement) with Abbey, as the Issue 2007-1 Start-up Loan Provider, and the Security Trustee. |
| (M) | In connection with an intercompany loan agreement entered into on 26th July, 2000 (the First Issuer Intercompany Loan Agreement) between the First Issuer, Funding and the Security Trustee, Funding entered into an ISDA Master Agreement (including the schedule thereto) and confirmations documented between Funding, the Funding Swap Provider and the Security Trustee (as amended, the Funding Swap Agreement). In connection with an intercompany loan agreement entered into on 29th November, 2000 (the Second Issuer Intercompany Loan Agreement) between the Second Issuer, Funding and the Security Trustee, the parties to the Funding Swap Agreement agreed to amend the terms of that ISDA Master Agreement and to replace the previous |
7
| confirmations with a new confirmation that provided for a variable rate of interest to be paid by Funding to the Funding Swap Provider (based on the weighted average rates of interest on the Loans in the Portfolio (as defined below)) and for the Funding Swap Provider to pay a rate of interest to Funding equal to LIBOR for three-month Sterling deposits and a margin, in connection with a further intercompany loan agreement entered into on 23rd May, 2001 (the Third Issuer Intercompany Loan Agreement) between the Third Issuer, Funding and the Security Trustee, the parties to the Funding Swap Agreement agreed to further amend the Funding Swap Agreement and in connection with a further intercompany loan agreement entered into on 26th March, 2003 (the Seventh Issuer Intercompany Loan Agreement) between the Seventh Issuer, Funding and the Security Trustee, the parties to the Funding Swap Agreement agreed to further amend the Funding Swap Agreement. |
| (N) | In connection with the Issue, the Master Issuer will also execute and deliver, on or before the Closing Date, (1) the Global Issue 2007-2 Notes relating to each class of the U.S. Issue 2007-2 Notes; (2) an ISDA Master Agreement (including the schedule thereto and confirmations thereunder) in respect of currency swap transactions relating to the U.S. Issue 2007-2 Notes between the Master Issuer, the relevant Master Issuer Dollar Swap Provider and the Master Issuer Security Trustee (the Master Issuer Dollar Swap Agreements) and (3) an ISDA Master Agreement (including the schedule thereto and confirmations thereunder) in respect of currency swap transactions relating to the Issue 2007-2 Notes denominated in euro between the Master Issuer, the Master Issuer Euro Swap Provider and the Master Issuer Security Trustee (the Master Issuer Euro Swap Agreements); and on the Programme Date the Master Issuer executed and delivered (1) a corporate services agreement (the Master Issuer Corporate Services Agreement) between the Master Issuer, the Master Issuer Security Trustee and the Master Issuer Corporate Services Provider; (2) a cash management agreement (the Master Issuer Cash Management Agreement) between the Master Issuer, the Master Issuer Security Trustee and the Master Issuer Cash Manager; (3) a bank account agreement (the Master Issuer Bank Account Agreement) between the Master Issuer, the Master Issuer Sterling Account Bank, the Master Issuer Non-Sterling Account Bank and the Master Issuer Security Trustee and (4) a post-enforcement call option agreement (the Master Issuer Post-Enforcement Call Option Agreement) between the Master Issuer, the Master Issuer Security Trustee and PECOH Limited. |
| (O) | On or about the Closing Date, Allen & Overy LLP and Slaughter and May will sign for the purposes of identification a third amended and restated master definitions and construction schedule (the Third Amended and Restated Master Definitions Schedule) and a further amended and restated master definitions and construction schedule in respect of the Master Issuer (the Further Amended and Restated Master Issuer Master Definitions Schedule). |
| (P) | As required, the Master Issuer, Funding, the Mortgages Trustee and/or Abbey have entered or will enter into any other relevant documents to be signed and delivered on or before the Closing Date (such documents, together with the Mortgage Sale Agreement, the Mortgages Trust Deed, the Scottish Trust Deeds, the Amended and Restated Servicing Agreement, the Mortgages Trustee Guaranteed Investment Contract, the First Issuer Intercompany Loan Agreement, the Second Issuer Intercompany Loan Agreement, the Third Issuer Intercompany Loan Agreement, the Fourth Issuer Intercompany Loan Agreement, the Fifth Issuer Intercompany Loan Agreement, the Sixth Issuer Intercompany Loan Agreement, the Seventh Issuer Intercompany Loan Agreement, the Eighth Issuer Intercompany Loan Agreement, the Ninth Issuer Intercompany Loan Agreement, the Tenth Issuer Intercompany Loan Agreement, the Master Issuer Intercompany Loan Agreement, the Issue 2007-2 Term Advance Supplement, the Funding Swap Agreement, the Funding Guaranteed Investment Contract, the Cash Management Agreement, the Bank Account Agreement, the First Start-up Loan Agreement, the Second Start-up Loan Agreement, the Third Start-up Loan Agreement, the Fourth Start-up Loan Agreement, the Fifth Start-up Loan Agreement, the Sixth Start-up Loan Agreement, the Seventh Start-up Loan Agreement, the Eighth Start-up Loan |
8
| Agreement, the Issue 2007-1 Start-up Loan Agreement, the Corporate Services Agreement, the Third Amended and Restated Funding Deed of Charge, the Amended and Restated Master Issuer Deed of Charge, the First Deed of Accession to the Amended and Restated Master Issuer Deed of Charge, the Master Issuer Trust Deed, the Master Issuer Cash Management Agreement, the Master Issuer Paying Agent and Agent Bank Agreement, the Master Issuer Bank Account Agreement, the Master Issuer Dollar Swap Agreements, the Master Issuer Euro Swap Agreements, the Master Issuer Corporate Services Agreement, the Master Issuer Post-Enforcement Call Option Agreement, this Agreement, the Reg S Programme Agreement and the Reg S Issue 2007-2 Notes Subscription Agreement, each as they have been or may be amended, restated, varied or supplemented from time to time are collectively referred to herein as the Legal Agreements). |
| IT IS AGREED as follows: |
To the extent not defined herein, capitalised terms used herein have the meanings assigned to such terms in the Third Amended and Restated Master Definitions Schedule and the Amended and Restated Master Issuer Definitions Schedule and the Further Amended and Restated Master Issuer Master Definitions Schedule (as applicable), as the same may be amended, revised or supplemented from time to time with the consent of the parties hereto. In addition, for the purposes of this Agreement:
|
End of Preview |
Home Intelligence Services Subscriptions News About Us