Modification to the Transaction Documents. (a) The Note Trustee or, as the case may be, the Security Trustee may (or in the case of paragraph (iii) below, shall) at any time and from time to time, with the written consent of the Secured Creditors which are a party to the relevant Transaction Document (such consent to be conclusively demonstrated by such Secured Creditor entering into any deed or document purporting to modify such Transaction Document) but without the consent or sanction of the Noteholders or any other Secured Creditors agree with the Issuer and any other parties in making or sanctioning any modification: (i) other than in respect of a Basic Terms Modification, to the Conditions, the Trust Deed or any other Transaction Document, which in the opinion of the Note Trustee (acting in accordance with the Trust Deed) or, as the case may be, the Security Trustee (acting on the directions of the Note Trustee) will not be materially prejudicial to the interests of the Noteholders or the interests of the Note Trustee or the Security Trustee (subject to clause 8.2(b) above) (Conflict between Noteholders) and, for the avoidance of doubt any modification of the Collection Accounts Declaration of Trust which does not affect the manner in which the Issuer's Loans Beneficiary Trust Share (as defined in the Collection Accounts Declaration of Trust) is calculated will not be materially prejudicial to the interests of the Noteholders or the interests of the Note Trustee or the Security Trustee; (ii) to the Conditions, the Trust Deed or any other Transaction Document if in the opinion of the Note Trustee (acting in accordance with the Trust Deed), or, as the case may be, the Security Trustee (acting on the direction of the Note Trustee), such modification is of a formal, minor or technical nature or to correct a manifest error; (iii) to the Transaction Documents and/or the Conditions that are requested in writing by the Issuer (acting in its own discretion or at the direction of any Transaction Party) in order to enable the Issuer to comply with any applicable requirements under European Regulation 648/2012 of 4 July 2012, known as the European Market Infrastructure Regulation (EU EMIR) or UK EMIR with which EU EMIR forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, irrespective of whether such modifications are (A) materially prejudicial to the interests of the holders of any Class of Notes or any other Secured Creditor or (B) in respect of a Basic Terms Modification (any such modification, an EMIR Amendment) and subject to receipt by the Note Trustee and the Security Trustee of a certificate of (I) the Issuer signed by two directors or (II) the Servicer on behalf of the Issuer certifying to the Note Trustee and the Security Trustee that the amendments requested by the Issuer are to be made solely for the purpose of enabling the Issuer to satisfy its requirements under EU EMIR or UK EMIR, as applicable. Neither the Note Trustee nor the Security Trustee shall be obliged to agree to any modification pursuant to this paragraph (iii) which (in the sole opinion of the Note Trustee and/or the Security Trustee) would have the effect of: (A) exposing the Note Trustee (and/or the Security Trustee) to any liability against which it has not been indemnified and/or secured and/or pre-funded to its satisfaction; or (B) increasing the obligations or duties, or decreasing the rights or protections of the Note Trustee (and/or the Security Trustee) in the Transaction Documents, the Conditions, or (iv) to any amendment to the Servicing Agreement and/or the Cash Management Agreement and/or any other Transaction Document to which the Servicer or the Cash Manager are a party for the purposes of clause 8.3 (Information Covenants) of the Cash Management Agreement and/or clause 14.4(f) (Reporting and information under the UK Securitisation Regulation) of the Servicing Agreement, provided that in respect of any modification, supplement, waiver or consent in respect of any of the Transaction Documents which would, in the reasonable opinion of the Swap Provider, materially adversely affect: (A) the Pre-Enforcement Priority of Payments, the Post-Enforcement Priority of Payments or the Swap Collateral Account Priority of Payments; (B) the amount, timing or priority of any payments or deliveries due to be made by or to the Swap Provider; (C) the Swap Provider’s status as a Secured Creditor; (D) the rights of the Swap Provider in relation to the Security (howsoever described, and including as a result of changing the nature or the scope of, or releasing such Security granted by the Issuer in favour of the Security Trustee on behalf of the Secured Creditors); (E) any other terms which would modify a payment date under any Swap Agreement or cause the Notes to be redeemed in full or the Portfolio to be sold or otherwise disposed of in full (other than as permitted or contemplated by the Transaction Documents as at the date of this Agreement); or (F) the definitions of any terms used in any Transaction Documents relating to the above matters (I) the prior written consent of the Swap Provider (such consent not to be unreasonably withheld or delayed) or (II) written notification from the Issuer or the Servicer on behalf of the Issuer to the Note Trustee and the Security Trustee that the aforementioned Swap Provider consent is not needed as the modifications do not have any of the effects described in sub-paragraphs (A) to (F) above, is also required prior to such amendments being made. (b) Notwithstanding anything to the contrary in the Trust Deed or the other Transaction Documents, when implementing any EMIR Amendment pursuant to this Clause 26.7, the Security Trustee and/or the Note Trustee shall not consider the interests of the Noteholders, any other Secured Creditor or any other person, but shall act and rely solely and without further investigation on any certificate provided to it by the Issuer or the Servicer (as the case may be) pursuant to this Clause 26.7 and shall not be liable to any Noteholder or other Secured Creditor for so acting or relying.
Appears in 1 contract
Sources: Deed of Charge
Modification to the Transaction Documents.
(a) Subject to this Clause 22.1, any amendment, modification or variation to this Deed may only be made with the prior written consent of each party to this Deed.
(b) The Note Trustee orTrustee, or as the case may be, the Security Trustee Trustee, may (or in the case of paragraph (iii) below, shall) at any time and from time to time, with the written consent of the Secured Creditors which are a party to the relevant Transaction Document (such consent to be conclusively demonstrated by such Secured Creditor entering into any deed or document purporting to modify such Transaction Document) but without the consent or sanction of the Noteholders or any other Secured Creditors agree with the Issuer and any other parties in making or sanctioning any modification:
(i) other than in respect of a Basic Terms Modification, to the Conditions, Conditions and/or the Trust Deed or any other Transaction DocumentDocuments, which in the opinion of the Note Trustee (acting in accordance with the Trust this Deed) or, as the case may be, the Security Trustee (acting on the directions of the Note Trustee) ), will not be materially prejudicial to the interests of the Noteholders or the interests of the Note Trustee or the Security Trustee (subject to clause 8.2(bparagraph (o)(ii) above) of Clause 17 (Conflict between NoteholdersSupplement to Trustee Acts)) and, for the avoidance of doubt doubt, any modification of the Collection Accounts Declaration of Trust which does not affect the manner in which the Issuer's ’s Loans Beneficiary Trust Share (as defined in the Collection Accounts Declaration of Trust) is calculated will not be materially prejudicial to the interests of the Noteholders or the interests of the Note Trustee or the Security Trustee;
(ii) to the Conditions, Conditions and/or to any of the Trust Deed or any other Transaction Document Documents if in the opinion of the Note Trustee (acting in accordance with the Trust this Deed), ) or, as the case may be, the Security Trustee (acting on the direction directions of the Note Trustee), such modification is of a formal, minor or technical nature or to correct a manifest error;
(iii) to the Conditions and/or the Transaction Documents and/or the Conditions that are requested in writing by the Issuer (acting in its own discretion or at the direction of any Transaction Party) in order to enable the Issuer to comply with any applicable requirements under European Regulation 648/2012 of 4 July 2012, known as the European Market Infrastructure Regulation (EU EMIR) EMIR or UK EMIR with which EU EMIR forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018EMIR, irrespective of whether such modifications are (AI) materially prejudicial to the interests of the holders of any Class of Notes or any other Secured Creditor or (BII) in respect of a Basic Terms Modification (any such modification, an EMIR Amendment) and subject to receipt by the Note Trustee and the Security Trustee of a certificate of (Ix) the Issuer signed by two directors or (IIy) the Servicer on behalf of the Issuer Issuer, certifying to the Note Trustee and the Security Trustee that the amendments requested by the Issuer are to be made solely for the purpose of enabling the Issuer to satisfy its requirements under EU EMIR or UK EMIR, as applicable. Neither the Note Trustee nor the Security Trustee shall be obliged to agree to any modification pursuant to this paragraph (iii) which (in the sole opinion of the Note Trustee and/or the Security Trustee) would have the effect of:of:
(A) exposing the Note Trustee (and/or the Security Trustee) to any liability against which it has not been indemnified and/or secured and/or pre-pre funded to its satisfaction; or
(B) increasing the obligations or duties, or decreasing the rights or protections of the Note Trustee (and/or the Security Trustee) in the Transaction Documents, Documents and the Conditions, ; or
(iv) to any amendment to the Servicing Agreement and/or the Cash Management Agreement and/or any other Transaction Document to which the Servicer or the Cash Manager are a party for the purposes of clause 8.3 (Information Covenants) of the Cash Management Agreement and/or clause 14.4(f) (Reporting and information under the UK Securitisation Regulation) of the Servicing Agreement, provided that in respect of any modification, supplement, waiver or consent in respect of any of the Transaction Documents which would, in the reasonable opinion of the Swap Provider, materially adversely affect: (A) the Pre-Enforcement Priority of Payments, the Post-Enforcement Priority of Payments or the Swap Collateral Account Priority of Payments; (B) the amount, timing or priority of any payments or deliveries due to be made by or to the Swap Provider; (C) the Swap Provider’s status as a Secured Creditor; (D) the rights of the Swap Provider in relation to the Security (howsoever described, and including as a result of changing the nature or the scope of, or releasing such Security granted by the Issuer in favour of the Security Trustee on behalf of the Secured Creditors); (E) any other terms which would modify a payment date under any Swap Agreement or cause the Notes to be redeemed in full or the Portfolio to be sold or otherwise disposed of in full (other than as permitted or contemplated by the Transaction Documents as at the date of this the Swap Agreement); or (F) the definitions of any terms used in any Transaction Documents relating to the matters in sub-paragraphs
(A) to (E) above matters (I) the prior written consent of the Swap Provider (such consent not to be unreasonably withheld or delayed) or (II) written notification from the Issuer or the Servicer on behalf of the Issuer to the Note Trustee and the Security Trustee that the aforementioned Swap Provider consent is not needed as the modifications do not have any of the effects described in sub-paragraphs (A) to (F) above, is also required prior to such amendments being made.. COPY
(bc) Notwithstanding anything to the contrary in the Trust this Deed or the other Transaction Documents, when implementing any EMIR Amendment pursuant to this Clause 26.722, the Security Note Trustee and/or the Note Security Trustee shall not consider the interests of the Noteholders, any other Secured Creditor or any other person, but shall act and rely solely and without further investigation on any certificate provided to it by the Issuer or the Servicer (as the case may be) pursuant to this Clause 26.7 22.1 and shall not be liable to any Noteholder or other Secured Creditor for so acting or relying.
Appears in 1 contract
Sources: Trust Deed