Exhibit 1.1
CONFORMED COPY
UNDERWRITING AGREEMENT
DATED MARCH 19, 2007
▇▇▇▇▇▇ MASTER ISSUER PLC
AND
ABBEY NATIONAL PLC
AND
▇▇▇▇▇▇ FUNDING LIMITED
AND
▇▇▇▇▇▇ TRUSTEES LIMITED
AND
CITIGROUP GLOBAL MARKETS LIMITED
AND
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INTERNATIONAL LIMITED
AND
THE ROYAL BANK OF SCOTLAND PLC
RELATING TO ▇▇▇▇▇▇ MASTER ISSUER PLC ISSUE 2007-1 NOTES
U.S.$1,500,000,000 FLOATING RATE SERIES 1 CLASS A1 ISSUE 2007-1 NOTES DUE MARCH 2008
U.S.$57,200,000 FLOATING RATE SERIES 1 CLASS B1 ISSUE 2007-1 NOTES DUE JULY 2040
U.S.$30,300,000 FLOATING RATE SERIES 1 CLASS C1 ISSUE 2007-1 NOTES DUE JULY 2040
U.S.$1,500,000,000 FLOATING RATE SERIES 2 CLASS A ISSUE 2007-1 NOTES DUE JULY 2021
U.S.$9,800,000 FLOATING RATE SERIES 2 CLASS C1 ISSUE 2007-1 NOTES DUE JULY 2040
U.S.$1,600,000,000 FLOATING RATE SERIES 3 CLASS A1 ISSUE 2007-1 NOTES DUE JULY 2040
U.S.$1,000,000,000 FLOATING RATE SERIES 4 CLASS A ISSUE 2007-1 NOTES DUE JULY 2030
[GRAPHIC OMITTED]
London
CONTENTS
CLAUSE Page
1. Issue of the Issue 2007-1 Notes......................................... 10
2. Stabilization........................................................... 11
3. Agreements by the Underwriters.......................................... 11
4. Listing................................................................. 11
5. Representations and Warranties of the Master Issuer..................... 15
6. Representations and Warranties of Funding and the Mortgages Trustee..... 20
7. Representations and Warranties of Abbey................................. 25
8. Covenants of the Master Issuer, Funding, the Mortgages Trustee and Abbey 28
9. Conditions Precedent.................................................... 36
10. Closing................................................................. 40
11. Commissions............................................................. 40
12. Expenses................................................................ 41
13. Indemnification......................................................... 42
14. Termination............................................................. 46
15. Survival of Representations and Obligations............................. 47
16. Notices................................................................. 47
17. Time.................................................................... 48
18. Governing Law and Jurisdiction.......................................... 48
19. Counterparts............................................................ 49
Signatories................................................................. 50
London
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THIS AGREEMENT is made on March 19, 2007
BETWEEN:
(1) ▇▇▇▇▇▇ 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, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇'▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (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, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇'▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇
▇▇▇ (ABBEY);
(3) ▇▇▇▇▇▇ 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, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇'▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (FUNDING);
(4) ▇▇▇▇▇▇ 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) CITIGROUP GLOBAL MARKETS LIMITED, a private limited company incorporated
under the laws of England and Wales, whose registered office is at
Citigroup Centre, Canada Square, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇ & CO. INTERNATIONAL LIMITED, a private limited company
incorporated under the laws of England and Wales, whose registered office
is at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and THE ROYAL BANK OF
SCOTLAND PLC, a public company with limited liability incorporated under
the laws of Scotland, acting through its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (together, the UNDERWRITERS).
WHEREAS:
(A) The Master Issuer, by resolutions of its Board of Directors passed on
March 21, 2007, has duly authorised and has determined to create and
issue U.S.$1,500,000,000 in principal amount of its Floating Rate Series
1 Class A1 Issue 2007-1 Notes due March 2008 (the SERIES 1 CLASS A1 ISSUE
2007-1 NOTES), U.S.$57,200,000 in principal amount of its Floating Rate
Series 1 Class B1 Issue 2007-1 Notes due July 2040 (the SERIES 1 CLASS B1
ISSUE 2007-1 NOTES), U.S.$30,300,000 in principal amount of its Floating
Rate Series 1 Class C1 Issue 2007-1 Notes due July 2040 (the SERIES 1
CLASS C1 ISSUE 2007-1 NOTES and, together with the Series 1 Class A1
Issue 2007-1 Notes and the Series 1 Class B Issue 2007-1 Notes, the
SERIES 1 ISSUE 2007-1 NOTES), U.S.$1,500,000,000 in principal amount of
its Floating Rate Series 2 Class A Issue 2007-1 Notes due July 2021 (the
SERIES 2 CLASS A ISSUE 2007-1 NOTES), U.S.$9,800,000 in principal amount
of its Floating Rate Series 2 Class C1 Issue 2007-1 Notes due July 2040
(the SERIES 2 CLASS C1 ISSUE 2007-1 NOTES and, together with the Series 2
Class A Issue 2007-1 Notes, the SERIES 2 ISSUE 2007-1 NOTES),
U.S.$1,600,000,000 in principal amount of its Floating Rate Series 3
Class A1 Issue 2007-1 Notes due July 2040 (the SERIES 3 CLASS A1 ISSUE
2007-1 NOTES or SERIES 3 ISSUE 2007-1 NOTES) and U.S.$1,000,000,000 in
principal amount of its Floating Rate Series 4 Class A Issue 2007-1 Notes
due July 2030 (the SERIES 4 CLASS A ISSUE 2007-1 NOTES or SERIES 4 ISSUE
2007-1 NOTES and, together with the Series 1 Issue 2007-1 Notes, the
Series 2 Issue 2007-1 Notes and the Series 3 Issue 2007-1 Notes, the U.S.
ISSUE 2007-1 NOTES).
(B) The U.S. Issue 2007-1 Notes will be registered in accordance with the
registration requirements of the Securities Act. The U.S. Issue 2007-1
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 2007-1 Notes will
be issued on March 28, 2007 at 10:00 a.m. (London time) or at such other
time (not being
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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 2007-1 Notes is referred to in this Agreement as the ISSUE.
(C) Simultaneously with the Issue, the Master Issuer intends to issue
{pound-sterling}600,000,000 in principal amount of its Floating Rate
Series 1 Class A3 Issue 2007-1 Notes due July 2020 (the SERIES 1 CLASS A3
ISSUE 2007-1 NOTES), [Euro]1,500,000,000 in principal amount of its
Floating Rate Series 3 Class A2 Issue 2007-1 Notes due July 2040 (the
SERIES 3 CLASS A2 ISSUE 2007-1 NOTES), {pound-sterling}800,000,000 in
principal amount of its Floating Rate Series 3 Class A3 Issue 2007-1 Notes
due July 2040 (the SERIES 3 CLASS A3 ISSUE 2007-1 NOTES), [Euro]21,400,000
in principal amount of its Floating Rate Series 1 Class B2 Issue 2007-1
Notes due July 2040 (the SERIES 1 CLASS B2 ISSUE 2007-1 NOTES),
[Euro]26,300,000 in principal amount of its Floating Rate Series 2 Class
B2 Issue 2007-1 Notes due July 2040 (the SERIES 2 CLASS B2 ISSUE 2007-1
NOTES), [Euro]46,700,000 in principal amount of its Floating Rate Series 3
Class B2 Issue 2007-1 Notes due July 2040 (the SERIES 3 CLASS B2 ISSUE
2007-1 NOTES), {pound-sterling}48,000,000 in principal amount of its
Floating Rate Series 3 Class B3 Issue 2007-1 Notes due July 2040 (the
SERIES 3 CLASS B3 ISSUE 2007-1 NOTES), [Euro]10,600,000 in principal
amount of its Floating Rate Series 2 Class M2 Issue 2007-1 Notes due July
2040 (the SERIES 2 CLASS M2 ISSUE 2007-1 NOTES),
{pound-sterling}10,800,000 in principal amount of its Floating Rate Series
2 Class M3 Issue 2007-1 Notes due July 2040 (the SERIES 2 CLASS M3 ISSUE
2007-1 NOTES), [Euro]28,000,000 in principal amount of its Floating Rate
Series 3 Class M2 Issue 2007-1 Notes due July 2040 (the SERIES 3 CLASS M2
ISSUE 2007-1 NOTES), {pound-sterling}28,800,000 in principal amount of its
Floating Rate Series 3 Class M3 Issue 2007-1 Notes due July 2040 (the
SERIES 3 CLASS M3 ISSUE 2007-1 NOTES), [Euro]22,700,000 in principal
amount of its Floating Rate Series 1 Class C2 Issue 2007-1 Notes due July
2040 (the SERIES 1 CLASS C2 ISSUE 2007-1 NOTES),
{pound-sterling}15,550,000 in principal amount of its Floating Rate Series
1 Class C3 Issue 2007-1 Notes due July 2040, [Euro]21,900,000 in principal
amount of its Floating Rate Series 2 Class C2 Issue 2007-1 Notes due July
2040 (the SERIES 2 CLASS C2 ISSUE 2007-1 NOTES), {pound-sterling}5,000,000
in principal amount of its Floating Rate Series 2 Class C3 Issue 2007-1
Notes due July 2040, [Euro]86,900,000 in principal amount of its Floating
Rate Series 3 Class C2 Issue 2007-1 Notes due July 2040 (the SERIES 3
CLASS C2 ISSUE 2007-1 NOTES) and {pound-sterling}25,500,000 in principal
amount of its Floating Rate Series 3 Class C3 Issue 2007-1 Notes due July
2040 (the SERIES 3 CLASS C3 ISSUE 2007-1 NOTES and, together with the
Series 1 Class A3 Issue 2007-1 Notes, Series 3 Class A2 Issue 2007-1
Notes, the Series 3 Class A3 Issue 2007-1 Notes, the Series 1 Class B2
Issue 2007-1 Notes, the Series 2 Class B2 Issue 2007-1 Notes, the Series 3
Class B2 Issue 2007-1 Notes, the Series 3 Class B3 Issue 2007-1 Notes, the
Series 2 Class M2 Issue 2007-1 Notes, the Series 2 Class M3 Issue 2007-1
Notes, the Series 3 Class M2 Issue 2007-1 Notes, the Series 3 Class M3
Issue 2007-1 Notes, the Series 1 Class C2 Issue 2007-1 Notes, the Series 1
Class C3 Issue 2007-1 Notes, the Series 2 Class C2 Issue 2007-1 Notes, the
Series 2 Class C3 Issue 2007-1 Notes and the Series 3 Class C2 Issue
2007-1 Notes, the REG S ISSUE 2007-1 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 2007-1 NOTES SUBSCRIPTION
AGREEMENT) between the Master Issuer, Abbey, Funding, the Mortgages
Trustee and Citigroup Global Markets Limited, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.
International Limited, The Royal Bank of Scotland plc and Banco Santander
Central Hispano, S.A. (collectively, the 2007-1 MANAGERS), the 2007-1
Managers have agreed to subscribe and pay for the Reg S Issue 2007-1 Notes
upon the terms and subject to the conditions therein contained. The U.S.
Issue 2007-1 Notes and the Reg S Issue 2007-1 Notes together are referred
to as the ISSUE 2007-1 NOTES, which expression where the context so
requires shall include the Global Issue 2007-1 Notes (as defined below).
The U.S. Issue 2007-1 Notes and the Reg S Issue 2007-1 Notes will be
constituted by, issued subject to and have the benefit of an 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
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Branch as trustee (the NOTE TRUSTEE) for the holders of the U.S. Issue
2007-1 Notes and the Reg S Issue 2007-1 Notes (the NOTEHOLDERS).
(D) The U.S. Issue 2007-1 Notes and the Reg S Issue 2007-1 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 (the MASTER ISSUER DEED OF CHARGE) entered into on
28 November, 2006 (the PROGRAMME DATE) by, inter alios, the Master Issuer
and the Note Trustee, and the deed of accession thereto (the FIRST DEED
OF ACCESSION TO THE 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 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), Credit
Suisse (USA), Inc. as dollar currency swap provider to the Master Issuer
for the Series 1 Issue 2007-1 Notes (the SERIES 1 MASTER ISSUER DOLLAR
SWAP PROVIDER), UBS AG, London Branch as dollar currency swap provider to
the Master Issuer for the Series 2 Issue 2007-1 Notes (the SERIES 2
MASTER ISSUER DOLLAR SWAP PROVIDER), Deutsche Bank AG, London Branch as
dollar currency swap provider to the Master Issuer for the Series 3 Issue
2007-1 Notes (the SERIES 3 MASTER ISSUER DOLLAR SWAP PROVIDER), HSBC USA
Inc. as dollar currency swap provider to the Master Issuer for the Series
4 Issue 2007-1 Notes (the SERIES 4 MASTER ISSUER DOLLAR SWAP PROVIDER,
and together with the Series 1 Master Issuer Dollar Swap Provider, the
Series 2 Master Issuer Dollar Swap Provider and the Series 3 Master
Issuer Dollar Swap Provider, each a MASTER ISSUER DOLLAR SWAP PROVIDER),
HSBC Bank plc as euro currency swap provider to the Master Issuer for the
Series 3 Class A2 Issue 2007-1 Notes, the Series 1 Class B2 Issue 2007-1
Notes, the Series 2 Class B2 Issue 2007-1 Notes, the Series 3 Class B2
Issue 2007-1 Notes, the Series 2 Class M2 Issue 2007-1 Notes, the Series
3 Class M2 Issue 2007-1 Notes, the Series 1 Class C2 Issue 2007-1 Notes,
the Series 2 Class C2 Issue 2007-1 Notes and the Series 3 Class C2 Issue
2007-1 Notes (the MASTER ISSUER EURO 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 2007-1 Notes and the
Reg S Issue 2007-1 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 to be entered into on or before the 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 2007-1 Notes will be payable in U.S. dollars. Each class
of the Issue 2007-1 Notes will be represented by a global note (each a
GLOBAL ISSUE 2007-1 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 2007-1 Notes (net
of management and underwriting commissions and
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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
2007-1 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
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 and 7th November, 2002 and as to be further
amended and restated on or before the Closing Date (the 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 and 8th August,
2006 (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, ▇▇▇▇▇▇ 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
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CHARGE) by ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇
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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 (the THIRD
DEED OF ACCESSION TO THE AMENDED AND RESTATED FUNDING DEED OF CHARGE) by
▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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.
(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
7
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 Closing Date will enter 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 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 2007-1 Notes
relating to each class of the U.S. Issue 2007-1 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-
1 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 2007-1 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-
8
ENFORCEMENT CALL OPTION AGREEMENT) between the Master Issuer, the Master
Issuer Security Trustee and PECOH Limited.
(O) On the Programme Date, ▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇▇▇ and May signed for
the purposes of identification an amended and restated master definitions
and construction schedule (the AMENDED AND RESTATED MASTER DEFINITIONS
SCHEDULE) and on or before the Closing Date, ▇▇▇▇▇ & ▇▇▇▇▇ LLP and
▇▇▇▇▇▇▇▇▇ and May will sign for the purposes of identification an amended
and restated master definitions and construction schedule in respect of
the Master Issuer (the 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 2007-1 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 Agreement, the Issue 2007-1 Start-up
Loan Agreement, the Corporate Services Agreement, the Amended and
Restated Funding Deed of Charge, the Master Issuer Deed of Charge, the
First Deed of Accession to the 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 2007-1 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 Further Amended and Restated Master
Definitions Schedule or the Amended and Restated Master Issuer Master
Definitions Schedule (as applicable) each to be signed for the purposes of
identification by ▇▇▇▇▇ & ▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇▇▇ and May on March 28, 2007, 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:
AFFILIATE has the meaning given to it in Rule 405 under the Securities
Act;
APPLICABLE TIME means 5:00 p.m. (London time) on March 19, 2007, which is
deemed to be the time when sales of the U.S. Issue 2007-1 Notes to investors
were first made for the purposes of Rule 159 under the Securities Act;
BASE PROSPECTUS means the Preliminary Base Prospectus and the base
prospectus prepared by the Master Issuer dated March 16, 2007, as amended and
supplemented to the date hereof and as may be further amended and supplemented
from time to time after the date hereof;
9
CONTRACT OF SALE means a "contract of sale" as such term is used in Rule
159 under the Securities Act;
DISCLOSURE PACKAGE means together (i) the Preliminary Prospectus, (ii) the
Issuer Free Writing Prospectuses and the Issuer Information (each as defined in
Clause 8.1(t)(v)(A) below), if any, disseminated prior to the Applicable Time
and (iii) any other Free Writing Prospectus that the parties hereto shall
hereafter expressly agree to treat as part of the Disclosure Package;
FREE WRITING PROSPECTUS means and includes any information relating to the
U.S. Issue 2007-1 Notes disseminated by the Master Issuer, Funding, the
Mortgages Trustee, Abbey or any Underwriter that constitutes a "free writing
prospectus" within the meaning of Rule 405 under the Securities Act;
INVESTOR PRESENTATION MATERIAL means the investor presentation in respect
of the U.S. Issue 2007-1 Notes prepared or used by Abbey for the purposes of
investor meetings in the United States;
PRELIMINARY BASE PROSPECTUS means the preliminary base prospectus prepared
by the Master Issuer dated March 9, 2007; and
PRELIMINARY PROSPECTUS means the preliminary prospectus supplement
prepared by the Master Issuer dated March 9, 2007, together with the Preliminary
Base Prospectus, and as amended on March 16, 2007, together with the Base
Prospectus, and as the same may be amended or supplemented from time to time,
together with the Base Prospectus and the information set forth under the
heading "Static Pool Data" in Annex E therein regardless of whether it is deemed
a part of the Registration Statement (as defined in Clause 5(a) below), Base
Prospectus or any preliminary prospectus supplement.
1. ISSUE OF THE ISSUE 2007-1 NOTES
1.1 AGREEMENT TO ISSUE
Subject to the terms and conditions of this Agreement, the Master Issuer
agrees to issue the U.S. Issue 2007-1 Notes on the Closing Date to the
Underwriters or as they may direct. The U.S. Issue 2007-1 Notes will be
issued at a price equal to the aggregate of 100 per cent. of the
principal amount of the Series 1 Class A1 Issue 2007-1 Notes (the SERIES
1 CLASS A1 ISSUE PRICE), 100 per cent. of the principal amount of the
Series 1 Class B1 Issue 2007-1 Notes (the SERIES 1 CLASS B1 ISSUE PRICE),
100 per cent. of the principal amount of the Series 1 Class C1 Issue
2007-1 Notes (the SERIES 1 CLASS C1 ISSUE PRICE), 100 per cent. of the
principal amount of the Series 2 Class A Issue 2007-1 Notes (the SERIES 2
CLASS A ISSUE PRICE), 100 per cent. of the principal amount of the Series
2 Class C1 Issue 2007-1 Notes (the SERIES 2 CLASS C1 ISSUE PRICE), 100
per cent. of the principal amount of the Series 3 Class A1 Issue 2007-1
Notes (the SERIES 3 CLASS A1 ISSUE PRICE) and 100 per cent. of the
principal amount of the Series 4 Class A Issue 2007-1 Notes (the SERIES 4
CLASS A ISSUE PRICE, and together with the Series 1 Class A1 Issue Price,
the Series 1 Class B1 Issue Price, the Series 1 Class C1 Issue Price, the
Series 2 Class A Issue Price, the Series 2 Class C1 Issue Price and the
Series 3 Class A1 Issue Price, the ISSUE PRICE).
1.2 THE LEGAL AGREEMENTS
To the extent that each of the Master Issuer, Funding, the Mortgages
Trustee and Abbey is a signatory of the Legal Agreements, each has
entered or will, not later than the Closing Date, enter into each of the
Legal Agreements to which it is a party, substantially in the form of the
draft signed for the purposes of identification by ▇▇▇▇▇ & ▇▇▇▇▇ LLP and
▇▇▇▇▇▇▇▇▇ and May (any draft of any document so signed being called an
AGREED FORM), with such amendments as the Underwriters may agree with the
Master Issuer and, if it is such a signatory, Funding, the Mortgages
Trustee and/or Abbey.
10
1.3 THE U.S. ISSUE 2007-1 NOTES
The U.S. Issue 2007-1 Notes will be issued on the Closing Date in
accordance with the terms of the Master Issuer Trust Deed and will be in
the form set out therein.
1.4 THE PROSPECTUS
The Master Issuer confirms that it has prepared the Preliminary
Prospectus and the Final Prospectus (as defined in Clause 5(a) below),
for use in connection with the issue of the U.S. Issue 2007-1 Notes and
hereby authorises the Underwriters to distribute copies of the
Preliminary Prospectus and the Final Prospectus in connection with the
offering and sale of the U.S. Issue 2007-1 Notes (in accordance with
applicable laws and applicable market practice).
2. STABILIZATION
Citigroup Global Markets Limited, or any person acting on its behalf, for
its own account may, to the extent permitted by applicable laws and
regulations, engage in over-allotment transactions, stabilizing
transactions, syndicate covering transactions and penalty bids and
otherwise effect transactions in the open market or otherwise in
connection with the distribution of the U.S. Issue 2007-1 Notes with a
view to stabilising or maintaining the respective market prices of the
U.S. Issue 2007-1 Notes at levels other than those which might otherwise
prevail in the open market but in doing so Citigroup Global Markets
Limited, or any person acting on its behalf, shall act as principal and
in no circumstances shall the Master Issuer be obliged to issue (i) more
than U.S.$1,500,000,000 in principal amount of Series 1 Class A1 Issue
2007-1 Notes; (ii) more than U.S.$57,200,000 in principal amount of
Series 1 Class B1 Issue 2007-1 Notes; (iii) more than U.S.$30,300,000 in
principal amount of Series 1 Class C1 Issue 2007-1 Notes; (iv) more than
U.S.$1,500,000,000 in principal amount of Series 2 Class A Issue 2007-1
Notes; (v) more than U.S.$9,800,000 in principal amount of Series 2 Class
C1 Issue 2007-1 Notes; (vi) more than U.S.$1,600,000,000 in principal
amount of Series 3 Class A1 Issue 2007-1 Notes or (vii) more than
U.S.$1,000,000,000 in principal amount of Series 4 Class A Issue 2007-1
Notes.
3. AGREEMENTS BY THE UNDERWRITERS
3.1 PURCHASE
The Master Issuer confirms that it has authorized the Underwriters to
offer the U.S. Issue 2007-1 Notes on its behalf for subscription at the
Issue Price subject to signature of this Agreement. Subject to Clause
3.2(a), the Master Issuer acknowledges and agrees that the Underwriters
may offer and sell the U.S. Issue 2007-1 Notes to or through any
affiliate of an Underwriter and that any such affiliate may offer and
sell the U.S. Issue 2007-1 Notes to or through any Underwriter.
Each Underwriter severally and not jointly agrees to purchase and pay for
such principal amount of U.S. Issue 2007-1 Notes set out against its name
in Schedule I hereto on the Closing Date at the Issue Price on the terms
set out in this Agreement.
(a) If any Underwriter shall default in its obligation to purchase U.S.
Issue 2007-1 Notes which it has agreed to purchase hereunder, the
non-defaulting Underwriters may in their discretion arrange to
purchase, or for another party or other parties reasonably
satisfactory to Abbey to purchase, such U.S. Issue 2007-1 Notes on
the terms contained herein. If within 36 hours after such default
by any Underwriter, the non-defaulting Underwriters do not arrange
for the purchase of such U.S. Issue 2007-1 Notes, then Abbey shall
be entitled to a further period of 36 hours within which to procure
that another party or other parties satisfactory to the non-
defaulting Underwriters purchase such U.S. Issue 2007-1 Notes on
such terms. In the event that, within the respective prescribed
periods, the non-defaulting Underwriters
11
notify Abbey that the non-defaulting Underwriters have so arranged
for the purchase of such U.S. Issue 2007-1 Notes, or Abbey notifies
the non-defaulting Underwriters that it has so arranged for the
purchase of such U.S. Issue 2007-1 Notes, the non-defaulting
Underwriters or Abbey shall have the right to postpone the Closing
Date for a period of not more than seven days, in order to effect
whatever changes may thereby be made necessary in any documents or
arrangements relating to the offering and sale of the U.S. Issue
2007-1 Notes. Any substitute purchaser of U.S. Issue 2007-1 Notes
pursuant to this paragraph shall be deemed to be an Underwriter, for
the purposes of this Agreement, in connection with the offering and
sale of the U.S. Issue 2007-1 Notes.
(b) If, after giving effect to any arrangements for the purchase of
U.S. Issue 2007-1 Notes of a defaulting Underwriter by the non-
defaulting Underwriters, as provided in Clause 3.1(a) above, the
aggregate principal amount of the U.S. Issue 2007-1 Notes which
remains unpurchased does not exceed 10 per cent. of the aggregate
principal amount of the U.S. Issue 2007-1 Notes, then Abbey shall
have the right to require each non-defaulting Underwriter to
purchase the principal amount of the U.S. Issue 2007-1 Notes which
such Underwriter agreed to purchase hereunder and, in addition, to
require each non-defaulting Underwriter to purchase its pro rata
share (based on the principal amount of the U.S. Issue 2007-1 Notes
which such Underwriter agreed to purchase hereunder) of the
principal amount of the U.S. Issue 2007-1 Notes of such defaulting
Underwriter for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability
for its default.
(c) If, after giving effect to any arrangements for the purchase of the
principal amount of the U.S. Issue 2007-1 Notes of a defaulting
Underwriter by the non-defaulting Underwriters as provided in Clause
3.1(b), the aggregate principal amount of the U.S. Issue 2007-1
Notes which remains unpurchased exceeds 10 per cent. of the
aggregate principal amount of the U.S. Issue 2007-1 Notes, or if
Abbey shall not exercise the right described in Clause to require
non-defaulting Underwriters to purchase the U.S. Issue 2007-1 Notes
of a defaulting Underwriter, then this Agreement shall thereupon
terminate, without liability on the part of the non-defaulting
Underwriters; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.
3.2 SELLING
Each Underwriter severally (and not jointly) agrees as follows:
(a) UNITED STATES
It is understood that each Underwriter proposes to offer the U.S.
Issue 2007-1 Notes for sale to the public in the United States as
set forth in the Final Prospectus. Any Underwriters that are not
U.S. registered broker dealers will offer and sell the U.S. Issue
2007-1 Notes in the United States only through U.S. registered
broker dealers.
(a) UNITED KINGDOM
Each Underwriter represents and agrees that:
(i) (A) it is a person whose ordinary activities involve it in
acquiring, holding, managing or disposing of investments (as
principal or as agent) for the purposes of its business and
(B) it has not offered or sold, and will not offer or sell
any U.S. Issue 2007-1 Notes other than to persons whose
ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or as
agent) for the purposes of their businesses or who it is
reasonable to expect will acquire,
12
hold, manage or dispose of investments (as principal or as
agent) for the purposes of their businesses where the issue of
the U.S. Issue 2007-1 Notes would otherwise constitute a
contravention of Section 19 of the FSMA by the Master Issuer;
(ii) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to the U.S. Issue 2007-1 Notes in, from or otherwise
involving the United Kingdom; and
(iii) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated an
invitation or inducement to engage in investment activities
(within the meaning of Section 21 of the FSMA) received by it
in connection with the issue or sale of any U.S. Issue 2007-1
Notes in circumstances in which Section 21(1) of the FSMA
does not apply to the Master Issuer.
(c) REPUBLIC OF ITALY
Each Underwriter represents and agrees that the offering of the
U.S. Issue 2007-1 Notes has not been registered pursuant to Italian
securities legislation and, accordingly, no U.S. Issue 2007-1 Notes
may be offered, sold or delivered, nor may copies of the Final
Prospectus or of any other document relating to the U.S. Issue
2007-1 Notes be distributed in the Republic of Italy, except:
(i) to professional investors (operatori qualificati), as defined
in Article 31, second paragraph, of the Italian Securities
Exchange Commission (CONSOB) Regulation No. 11522 of 1st
July, 1998, as amended; or
(ii) in circumstances which are exempted from the rules on
solicitation of investments pursuant to Article 100 of
Legislative Decree No. 58 of 24th February, 1998 (the
FINANCIAL SERVICES ACT) and Article 33, first paragraph of
CONSOB Regulation No. 11971 of 14th May 1999, as amended.
In addition, each Underwriter represents and agrees that any offer,
sale or delivery of the U.S. Issue 2007-1 Notes or distribution of
copies of the Final Prospectus or any other document relating to
the U.S. Issue 2007-1 Notes in the Republic of Italy under (i) or
(ii) above must be:
(A) made by an investment firm, bank or financial intermediary
permitted to conduct such activities in the Republic of Italy
in accordance with the Financial Services Act and Legislative
Decree ▇▇. ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ (▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇);
(B) in compliance with Article 129 of the Banking Act and the
implementing guidelines of the Bank of Italy, as amended from
time to time, pursuant to which the Bank of Italy may request
information on the issue or the offer of securities in the
Republic of Italy; and
(C) in compliance with any other applicable laws and regulations.
(d) FRANCE
Each Underwriter represents and agrees that it has not offered or
sold and will not offer or sell, directly or indirectly, the U.S.
Issue 2007-1 Notes to the public in France and has not distributed
or caused to be distributed and will not distribute or cause to be
distributed to the public in France, the Final Prospectus or any
other offering material relating to the U.S. Issue 2007-1 Notes,
and that such offers, sales and distributions have been and shall
only be
13
made in France to (i) providers of investment services relating to
portfolio management for the account of third parties, and/or (ii)
qualified investors (investisseurs qualifi{e'}s), other than
individuals, as defined in, and in accordance with, articles
L.411-1, L.411-2, D.411-1 of the French Code mon{e'}taire et
financier.
(e) SPAIN
Each Underwriter represents and agrees that the U.S. Issue 2007-1
Notes may not be offered or sold in Spain by means of a public
offer as defined and construed in Chapter I of Title III of Law
24/1998, of 28 July, on the Spanish Securities Act (as amended by
Royal Decree Law 5/2005, of 11 March) and related legislation.
(f) CANADA
It is understood that the U.S. Issue 2007-1 Notes will not be
qualified for sale under the securities laws of any province or
territory of Canada. Each Underwriter represents and agrees that
it has not offered, sold or distributed and will not offer, sell or
distribute any of the U.S. Issue 2007-1 Notes, directly or
indirectly, in Canada or to or for the benefit of any resident of
Canada, other than in compliance with applicable securities laws.
Each Underwriter also represents and agrees that it has not and
will not distribute or deliver the Final Prospectus, or any other
offering material in connection with any offering of the U.S. Issue
2007-1 Notes in Canada, other than in compliance with applicable
securities laws.
(g) OTHER
Each Underwriter acknowledges that no representation is made by the
Master Issuer or any other Underwriter that any action has been or
will be taken in any jurisdiction by the Master Issuer or any other
Underwriter that would permit a public offering of the U.S. Issue
2007-1 Notes (other than as described above), or possession or
distribution of the Disclosure Package, the Final Prospectus or the
Investor Presentation Material, in any country or jurisdiction
where action for that purpose is required (other than as described
above). Each Underwriter represents and agrees that it has
complied with and will comply with all applicable laws and
regulations in each jurisdiction in which it purchases, offers,
sells or delivers the U.S. Issue 2007-1 Notes or possesses the U.S.
Issue 2007-1 Notes or has in its possession or distributes the
Disclosure Package, the Final Prospectus or the Investor
Presentation Material, in all cases at its own expense. Each
Underwriter represents that it will not directly or indirectly
offer, sell or deliver any U.S. Issue 2007-1 Notes or distribute or
publish any prospectus, form of application, advertisement or other
offering material except under circumstances that will, to the best
of its knowledge and belief, result in compliance with any
applicable laws and regulations, and all offers, sales and
deliveries of the U.S. Issue 2007-1 Notes by it will be made on the
same terms, and it will obtain any consent, approval or permission
required by it for the purchase, offer, sale or delivery by it of
the U.S. Issue 2007-1 Notes under the laws and regulations in force
in any jurisdictions to which it is subject or in which it makes
such purchases, offers, sales or deliveries, and the Master Issuer
shall have no responsibility for them.
4. LISTING
4.1 MAINTENANCE OF LISTING AND TRADING
The Master Issuer agrees to use its reasonable endeavours to maintain a
listing of the U.S. Issue 2007-1 Notes on the official list of the UK
Listing Authority and the admission of the U.S. Issue 2007-1 Notes to
trading on the London Stock Exchange's Gilt Edged and Fixed Interest
Market for as long as any of the U.S. Issue 2007-1 Notes are outstanding
and to pay all fees and supply all
14
further documents, information and undertakings and publish all
advertisements or other material as may be necessary for such purpose.
However, if such listing becomes impossible, the Master Issuer will
obtain, and will thereafter use its best endeavours to maintain, a
quotation for, or listing of, the U.S. Issue 2007-1 Notes on such other
stock exchange as is commonly used for the quotation or listing of debt
securities as it may, with the approval of the Underwriters (such approval
not to be unreasonably withheld or delayed), decide.
5. REPRESENTATIONS AND WARRANTIES OF THE MASTER ISSUER
The Master Issuer represents and warrants to, and agrees with, the
Underwriters and each of them that:
(a) OFFERING DOCUMENTS
Funding has prepared and filed with the United States Securities
and Exchange Commission (the COMMISSION) a registration statement
(file number 333-139944) on Form S-3. The registration statement,
as amended at the time when it became effective, or, if a post-
effective amendment is filed with respect thereto, as amended by
such post-effective amendment at the time of its effectiveness,
including all exhibits thereto, is referred to in this Agreement as
the REGISTRATION STATEMENT. The Registration Statement has been
declared effective by the Commission under the U.S. Securities Act
of 1933, as amended (the SECURITIES ACT), and no order suspending
the effectiveness of the Registration Statement has been issued by
the Commission and no proceeding for that purpose has been
instituted or, to the best knowledge of the Master Issuer,
threatened by the Commission. Funding and the Master Issuer have
filed with the Commission, pursuant to Rule 424(a) or Rule 424(b)
under the Securities Act, as applicable, the Preliminary Prospectus
and have done so within the applicable period of time required
under the Securities Act and the rules and regulations of the
Commission thereunder (the RULES AND REGULATIONS). Funding and the
Master Issuer also propose to, and shall, file with the Commission
pursuant to Rule 424(b) under the Securities Act, promptly upon or
after the execution and delivery of this Agreement, a prospectus
supplement (together with the information set forth under the
heading "Static Pool Data" in Annex E therein regardless of whether
it is deemed a part of the Registration Statement or such
prospectus supplement, the PROSPECTUS SUPPLEMENT) to the Base
Prospectus (as supplemented by the Prospectus Supplement, the FINAL
PROSPECTUS) relating to the U.S. Issue 2007-1 Notes and the method
of distribution thereof. The Master Issuer has filed, pursuant to
Rule 433 under the Securities Act, any Issuer Free Writing
Prospectus and any Issuer Information required to be filed by the
Master Issuer on or prior to the date hereof, and has done so
within the applicable period of time required under the Securities
Act and the Rules and Regulations.
Any reference in this Agreement to the terms "amend", "amendment"
or "supplement" with respect to the Registration Statement, the
Disclosure Package, the Base Prospectus or the Prospectus
Supplement shall include, without limitation, any document related
thereto filed under the Securities Exchange Act of 1934, as amended
(the EXCHANGE ACT), and the Registration Statement, the Disclosure
Package, the Base Prospectus and the Prospectus Supplement, as the
case may be, shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to the Securities Act.
The conditions to the use of a registration statement on Form S-3
under the Securities Act have been satisfied.
The Registration Statement, at the time it became effective, any
post-effective amendment thereto, at the time it became effective,
the Disclosure Package, as of the Applicable Time, and the Final
Prospectus, as of the date of the Prospectus Supplement, complied
and on the
15
Closing Date, the Registration Statement and the Final Prospectus
(and any amendments or supplements thereto) will comply, in all
material respects with the applicable requirements of the Securities
Act, the Exchange Act and the Trust Indenture Act of 1939, as
amended (the TRUST INDENTURE ACT), and the respective rules
thereunder.
The Master Issuer further represents and warrants that the Master
Issuer was not, as of any date on or after which a bona fide offer
(as such term is used in Rule 164(h)(2) under the Securities Act)
of the U.S. Issue 2007-1 Notes was made, an "ineligible issuer", as
defined in Rule 405 under the Securities Act;
(b) NO MATERIAL MISSTATEMENTS OR OMISSIONS
The Registration Statement, as of the applicable effective date as
to each part of the Registration Statement and any amendment
thereto pursuant to Rule 430B(f)(2) under the Securities Act, did
not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary
in order to make the statements therein not misleading; the
Disclosure Package, as of the respective dates of the documents
included therein and as of the Applicable Time, did not contain an
untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading; and the Final Prospectus, as of the date of the
Prospectus Supplement, did not, and on the Closing Date will not,
contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading; provided, however, that in each case the Master Issuer
makes no representations or warranties as to (i) that part of the
Registration Statement which constitutes the Statement of
Eligibility and Qualification (Form T-1) under the Trust Indenture
Act of the Note Trustee, (ii) the information contained in or
omitted from the Registration Statement, the Disclosure Package (or
any amendment or supplement thereto) or the Final Prospectus (or
any statement thereto) in reliance upon and in conformity with
information furnished in writing to the Master Issuer, Funding, the
Mortgages Trustee or Abbey by or on behalf of any Underwriter
specifically for inclusion in the Registration Statement, the
Disclosure Package or the Final Prospectus (or any amendment or
supplement thereto) or (iii) any documents incorporated by
reference under the heading "Issuing entity swap providers" in the
Preliminary Prospectus or the Final Prospectus.
In the context of the issue of the U.S. Issue 2007-1 Notes, those
statements of fact contained in the Investor Presentation Material,
as provided to the Underwriters by the Master Issuer, Funding, the
Mortgages Trustee or Abbey for the purpose of inclusion in the
Investor Presentation Material, were true in all material respects
and not misleading in any material respect, and there were no facts
the omission of which would have made any such statement, in each
case, in the context in which it was made and when read together
with the Disclosure Package, misleading in any material respect;
(c) INCORPORATION
It is a public limited company duly incorporated and validly
existing under the laws of England and Wales, with full power and
authority to conduct its business as described in the Preliminary
Prospectus and the Final Prospectus, and is lawfully qualified to
do business in England and Wales, and it has not taken any
corporate action nor (to the best of its knowledge and belief) have
any other steps been taken or legal proceedings been started or
threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver or similar officer to it or to any or all
of its assets or revenues;
16
(d) VALIDITY OF LEGAL AGREEMENTS
This Agreement has been duly authorised, executed and delivered by
the Master Issuer and constitutes, and the other Legal Agreements
to which the Master Issuer is a party have been duly authorised by
the Master Issuer and on the Closing Date will constitute, valid
and legally binding obligations of the Master Issuer, enforceable
in accordance with their terms subject to applicable bankruptcy,
insolvency and similar laws affecting the rights of creditors
generally, general equitable principles, the time barring of claims
and, where a fixed security interest has been granted pursuant to
the terms of a deed of charge, the recharacterization by a relevant
court of such security of a floating charge (such principles and
laws being referred to in this Agreement as the RESERVATIONS);
(e) VALIDITY OF THE ISSUE 2007-1 NOTES
The U.S. Issue 2007-1 Notes have been duly authorised by the Master
Issuer and, when executed and authenticated in accordance with the
Master Issuer Trust Deed and the Master Issuer Paying Agent and
Agent Bank Agreement, will constitute valid and legally binding
obligations of the Master Issuer enforceable in accordance with
their respective terms, subject to the Reservations, and the Master
Issuer Trust Deed has been duly qualified under the Trust Indenture
Act;
(f) CONSENTS
All consents, approvals, authorisations and other orders of all
United States and United Kingdom regulatory authorities required
for the issue and offering of the U.S. Issue 2007-1 Notes or in
connection with the execution and performance of the transactions
contemplated by the Legal Agreements to which it is a party or the
compliance by the Master Issuer with the terms of the U.S. Issue
2007-1 Notes and the Legal Agreements to which it is a party, as
the case may be, except for (i) such consents, approvals,
authorisations, registrations or qualifications as may be required
under applicable United States state securities, Blue Sky or
similar laws in connection with the purchase and distribution of
the U.S. Issue 2007-1 Notes by the Underwriters and (ii) those
which have been, or will prior to the Closing Date be taken,
fulfilled or done, are, or will on the Closing Date be, in full
force and effect;
(g) COMPLIANCE
The authorisation of the U.S. Issue 2007-1 Notes and the security
therefor under the Master Issuer Deed of Charge, the offering and
issue of the U.S. Issue 2007-1 Notes on the terms and conditions of
this Agreement and as described in the Final Prospectus, the
execution and delivery of the Legal Agreements to which it is a
party and the implementation of the transactions contemplated by
such Legal Agreements and compliance with the terms of the Legal
Agreements to which it is a party do not, and will not, (i)
conflict with, or result in a breach of, any of the terms or
provisions of, or constitute a default under, the Memorandum and
Articles of Association of the Master Issuer or any agreement or
instrument to which the Master Issuer is a party or by which any of
its properties is bound; (ii) infringe any applicable law, rule,
regulation, judgment, order or decree of any government,
governmental body or court, having jurisdiction over the Master
Issuer or any of its properties; or (iii) result in the creation or
imposition of any mortgage, charge, pledge, lien or other security
interest on any of its properties, other than those created in, or
imposed by, the Legal Agreements themselves;
17
(h) NO FIDUCIARY DUTY
The Master Issuer acknowledges that the purchase and sale of the
U.S. Issue 2007-1 Notes pursuant to this Agreement is an arm's
length commercial transaction between the Master Issuer on the one
hand and the Underwriters on the other. The Underwriters are
acting as principal and not as a fiduciary to, or an agent of, the
Master Issuer. Additionally, the Master Issuer agrees that it is
responsible for making its own judgments in connection with the
offering of the U.S. Issue 2007-1 Notes irrespective of whether any
of the Underwriters has advised the Master Issuer on related
matters. No Arranger or Dealer is advising the Master Issuer,
Funding, the Mortgages Trustee, the Seller or any other person as
to any legal, tax, investment, accounting or regulatory matters in
any jurisdiction. The Master Issuer may consult with its own
advisors concerning such matters and shall be responsible for
making its own independent investigation and appraisal of the
transactions contemplated hereby and agrees that it will not claim
that the Underwriters owe an agency or fiduciary duty to the Master
Issuer in connection with the transactions contemplated by this
Agreement or the process leading thereto;
(i) TAXATION
No stamp or other similar duty is assessable or payable in the
United Kingdom, and no withholding or deduction for any taxes,
duties, assessments or governmental charges of whatever nature is
imposed or made for or on account of any income, registration,
transfer or turnover taxes, customs or other duties or taxes of any
kind in connection with the authorisation, execution, delivery or
performance by the Master Issuer of the Legal Agreements to which
it is a party or with the authorisation, issue, sale or delivery of
the U.S. Issue 2007-1 Notes and (except as disclosed in the
Preliminary Prospectus and the Final Prospectus) the performance of
the Master Issuer's, Funding's and/or, as the case may be, the
Mortgages Trustee's obligations under the Legal Agreements and the
U.S. Issue 2007-1 Notes. This warranty does not apply to any
United Kingdom corporation tax which may be levied, collected,
withheld or assessed in connection with the authorisation,
execution, delivery or performance of the Legal Agreements or with
the authorisation, issue, sale or delivery of the U.S. Issue 2007-1
Notes and the Reg S Issue 2007-1 Notes;
(j) BREACH OF OTHER AGREEMENTS
The Master Issuer is not in breach of or in default under any
agreement to which it is a party or which is binding on it or any
of its assets or revenues;
(k) EVENTS OF DEFAULT
No event has occurred or circumstance arisen which, had the U.S.
Issue 2007-1 Notes and/or the Reg S Issue 2007-1 Notes already been
issued, would (whether or not with the giving of notice and/or the
passage of time and/or the fulfilment of any other requirement)
constitute an Event of Default as set out in the Conditions of the
U.S. Issue 2007-1 Notes;
(l) NO SUBSIDIARIES
The Master Issuer has no subsidiaries or subsidiary undertakings
within the meanings of Sections 258 and 736 of the Companies ▇▇▇
▇▇▇▇;
(m) ▇▇▇▇▇▇ HOLDINGS LIMITED
The First Issuer, the Second Issuer, the Third Issuer, the Fourth
Issuer, the Fifth Issuer, the Sixth Issuer, the Seventh Issuer, the
Eighth Issuer, the Ninth Issuer, the Tenth Issuer, the
18
Master Issuer, Funding, the Mortgages Trustee, ▇▇▇▇▇▇ Funding No. 1
PLC (now dissolved) and ▇▇▇▇▇▇ Funding No. 2 PLC (now dissolved) are
the only subsidiaries or subsidiary undertakings of ▇▇▇▇▇▇ Holdings
Limited within the meanings of Sections 258 and 736 of the Companies
▇▇▇ ▇▇▇▇;
(n) NO ACTIVITIES
The Master Issuer has not engaged in any activities since its
incorporation other than (i) those incidental to any registration
or re-registration as a public limited company under the Companies
Acts 1985 and 1989 and changes to its name, directors, secretary,
registered office, Memorandum and Articles of Association; (ii) the
authorisation and execution of the Legal Agreements to which it is
a party; (iii) the activities referred to or contemplated in the
Legal Agreements to which it is a party or in the Preliminary
Prospectus and the Final Prospectus; (iv) the authorisation and
issue by it of the U.S. Issue 2007-1 Notes and the Reg S Issue
2007-1 Notes and (v) the authorisation and issue by it of any other
Master Issuer Notes prior to the date of this Agreement and the
entry by the Master Issuer into any related agreements or other
documents. The Master Issuer has not (other than as set out in the
Preliminary Prospectus and the Final Prospectus) made up any
accounts (other than in connection with its re-registration as a
public limited company) and has neither paid any dividends nor made
any distributions since its incorporation;
(o) PROSPECTUS RULES
The Final Prospectus (i) has been approved by the UK Listing
Authority as a prospectus for the purposes of Section 85(2) of the
FSMA; (ii) complies with the Prospectus Rules made under Part VI of
the FSMA (the PROSPECTUS RULES) and the Listing Rules; and
(iii) has been published and made available to the public in
accordance with the Prospectus Rules;
(p) LITIGATION
There are no pending actions, suits or proceedings against or
affecting the Master Issuer which could individually or in the
aggregate have an adverse effect on the condition (financial or
other), prospects, results of operations or general affairs of the
Master Issuer or could adversely affect the ability of the Master
Issuer to perform its obligations under the Legal Agreements, the
U.S. Issue 2007-1 Notes and the Reg S Issue 2007-1 Notes or which
are otherwise material in the context of the issue or offering of
the U.S. Issue 2007-1 Notes and the Reg S Issue 2007-1 Notes and,
to the best of the Master Issuer's knowledge, no such actions,
suits or proceedings are threatened or contemplated;
(q) NO PRIOR SECURITY
Save as set out in any of the Legal Agreements, there exists no
mortgage, lien, pledge or other charge or security interest on or
over the assets of the Master Issuer and, other than the Legal
Agreements, the Master Issuer has not entered into any indenture or
trust deed;
(r) SECURITY FOR THE U.S. ISSUE 2007-1 NOTES
The U.S. Issue 2007-1 Notes and the obligations of the Master
Issuer under the Master Issuer Trust Deed will be secured, subject
to the Reservations, in the manner provided in the Master Issuer
Deed of Charge and with the benefit of the charges, covenants and
other security provided for therein including, without limitation,
(i) an assignment by way of first fixed security over its interests
in the Master Issuer Intercompany Loan Agreement, the Funding Deed
of Charge (as amended by the First Deed of Accession to the Funding
Deed of Charge, the Second Deed of Accession to the Funding Deed of
Charge, the Third Deed of
19
Accession to the Funding Deed of Charge, the Fourth Deed of
Accession to the Funding Deed of Charge, the Amended and Restated
Funding Deed of Charge, the First Deed of Accession to the Amended
and Restated Funding Deed of Charge, the Second Deed of Accession to
the Amended and Restated Funding Deed of Charge, the Third Deed of
Accession to the Amended and Restated Funding Deed of Charge, the
Fourth Deed of Accession to the Amended and Restated Funding Deed of
Charge and the Second Amended and Restated Funding Deed of Charge),
the Master Issuer Dollar Swap Agreements, the Master Issuer Euro
Swap Agreements, the Master Issuer Trust Deed, the Master Issuer
Paying Agent and Agent Bank Agreement, the Master Issuer Cash
Management Agreement, the Master Issuer Corporate Services
Agreement, the Master Issuer Bank Account Agreement and any other
relevant documents signed or to be signed on or before the Closing
Date to which the Master Issuer is a party; (ii) a charge by way of
first fixed charge over the Master Issuer Accounts; (iii) a charge
by way of first fixed charge over any authorised investments made
with moneys standing to the credit of any of the Master Issuer
Accounts; and (iv) a first ranking floating charge over the other
assets of the Master Issuer (extending over all of the Master
Issuer's Scottish assets);
(s) CAPITALISATION
The authorised capital of the Master Issuer is as set out in
Preliminary Prospectus and the Final Prospectus;
(t) INVESTMENT COMPANY ACT
The Master Issuer is not an "investment company" as defined in the
United States Investment Company Act of 1940, as amended (the
INVESTMENT COMPANY ACT), and the offer and sale of the U.S. Issue
2007-1 Notes in the United States will not subject the Master
Issuer to registration under, or result in a violation of, the
Investment Company Act;
(u) UNITED STATES INCOME TAX
The Master Issuer will not engage in any activities in the United
States (directly or through agents), will not derive any income
from United States sources as determined under United States income
tax principles, and will not hold any property if doing so would
cause it to be engaged or deemed to be engaged in a trade or
business within the United States as determined under United States
income tax principles; and
(v) REPRESENTATIONS AND WARRANTIES IN THE LEGAL AGREEMENTS
The representations and warranties given by the Master Issuer in
the Legal Agreements are true and accurate.
6. REPRESENTATIONS AND WARRANTIES OF FUNDING AND THE MORTGAGES TRUSTEE
Each of Funding and the Mortgages Trustee severally represents and
warrants (in respect of itself only) to, and agrees with, the
Underwriters and each of them that:
(a) OFFERING DOCUMENTS
Funding has prepared and filed with the Commission the Registration
Statement. The Registration Statement has been declared effective
by the Commission under the Securities Act and no order suspending
the effectiveness of the Registration Statement has been issued by
the Commission and no proceeding for that purpose has been
instituted or, to the best
20
knowledge of Funding or the Mortgages Trustee, threatened by the
Commission. Funding and the Master Issuer have filed with the
Commission, pursuant to Rule 424(a) or Rule 424(b) under the
Securities Act, as applicable, the Preliminary Prospectus, and the
Master Issuer has filed, pursuant to Rule 433 under the Securities
Act, any Issuer Free Writing Prospectus and any Issuer Information
required to be filed by the Master Issuer on or prior to the date
hereof, and have done so within the applicable period of time
required under the Securities Act and the Rules and Regulations.
Funding and the Master Issuer also propose to, and shall, file with
the Commission pursuant to Rule 424(b) and Rule 433 under the
Securities Act, as the case may be, promptly upon or after the
execution and delivery of this Agreement and the Final Prospectus
relating to the U.S. Issue 2007- 1 Notes and the method of
distribution thereof.
The conditions to the use of a registration statement on Form S-3
under the Securities Act have been satisfied.
The Registration Statement, at the time it became effective, any
post-effective amendment thereto, at the time it became effective,
the Disclosure Package, as of the respective dates of the documents
included therein, and the Final Prospectus, as of the date of the
Prospectus Supplement, complied and on the Closing Date, the
Registration Statement, the Disclosure Package and the Final
Prospectus (and any amendments or supplements thereto) will comply,
in all material respects with the applicable requirements of the
Securities Act, the Exchange Act and the Trust Indenture Act, and
the respective rules thereunder.
(b) NO MATERIAL MISSTATEMENTS OR OMISSIONS
The Registration Statement, as of the applicable effective date as
to each part of the Registration Statement and any amendment
thereto pursuant to Rule 430B(f)(2) under the Securities Act, did
not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary
in order to make the statements therein not misleading; the
Disclosure Package, as of the respective dates of the documents
included therein and as of the Applicable Time, did not contain an
untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading; and the Final Prospectus, as of the date of the
Prospectus Supplement, did not, and on the Closing Date will not,
contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading; provided, however, that in each case Funding and the
Mortgages Trustee make no representations or warranties as to (i)
that part of the Registration Statement which constitutes the
Statement of Eligibility and Qualification (Form T-1) under the
Trust Indenture Act of the Note Trustee, (ii) the information
contained in or omitted from the Registration Statement, the
Disclosure Package or the Final Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with
information furnished in writing to the Master Issuer, Funding, the
Mortgages Trustee or Abbey by or on behalf of any Underwriter
specifically for inclusion in the Registration Statement, the
Disclosure Package or the Final Prospectus (or any amendment or
supplement thereto) or (iii) any documents incorporated by
reference under the heading "Issuing entity swap providers" in the
Preliminary Prospectus or the Final Prospectus.
In the context of the issue of the U.S. Issue 2007-1 Notes, those
statements of fact contained in the Investor Presentation Material,
as provided to the Underwriters by the Master Issuer, Funding, the
Mortgages Trustee or Abbey for the purpose of inclusion in the
Investor Presentation Material, were true in all material respects
and not misleading in any material respect, and there were no facts
the omission of which would have made any such
21
statement, in each case, in the context in which it was made and
when read together with the Disclosure Package, misleading in any
material respect;
(c) INCORPORATION
Each is duly incorporated and validly existing under the laws of
England and Wales, with full power and authority to conduct its
business as described in the Preliminary Prospectus and the Final
Prospectus, and is lawfully qualified to do business in England and
Wales and it has not taken any corporate action nor (to the best of
its knowledge and belief) have any other steps been taken or legal
proceedings been started or threatened against it for its winding-
up, dissolution or reorganisation or for the appointment of a
receiver, administrator, administrative receiver or similar officer
of it or of any or all of its assets or revenues;
(d) VALIDITY OF LEGAL AGREEMENTS
This Agreement has been duly authorised, executed and delivered by
each of Funding and the Mortgages Trustee and constitutes, and the
other Legal Agreements to which each of Funding and/or the
Mortgages Trustee is a party have been duly authorised by, as
applicable, Funding and the Mortgages Trustee and on the Closing
Date will constitute, valid and legally binding obligations of each
of Funding and the Mortgages Trustee enforceable in accordance with
their respective terms subject to the Reservations;
(e) CONSENTS
All consents, approvals, authorisations and other orders of all
United States and United Kingdom regulatory authorities required
for the issue and offering of the U.S. Issue 2007-1 Notes or in
connection with the execution and performance of the transactions
contemplated by the Legal Agreements to which Funding and/or the
Mortgages Trustee, as the case may be, is a party, or the
compliance by each of them with the terms of the U.S. Issue 2007-1
Notes and the Legal Agreements as the case may be, except for (i)
such consents, approvals, authorisations, registrations or
qualifications as may be required under applicable United States
state securities, Blue Sky or similar laws in connection with the
purchase and distribution of the U.S. Issue 2007-1 Notes by the
Underwriters and (ii) those which have been, or will prior to the
Closing Date be taken, fulfilled or done, are, or will on the
Closing Date be, in full force and effect;
(f) COMPLIANCE
The authorisation of the terms and conditions of this Agreement,
the execution and delivery of the Legal Agreements to which Funding
and/or, as the case may be, the Mortgages Trustee is party and the
implementation of the transactions contemplated by such Legal
Agreements and compliance with the terms of the Legal Agreements do
not, and will not, (i) conflict with, or result in a breach of, any
of the terms or provisions of, or constitute a default under, the
Memorandum and Articles of Association of Funding or the Mortgages
Trustee or any agreement or instrument to which Funding or the
Mortgages Trustee is a party or by which any of its properties is
bound; (ii) infringe any applicable law, rule, regulation,
judgment, order or decree of any government, governmental body or
court, having jurisdiction over either Funding or the Mortgages
Trustee or any of its properties; or (iii) result in the creation
or imposition of any mortgage, charge, pledge, lien or other
security interest on any of its or their properties, other than
those created in, or imposed by, the Legal Agreements themselves;
22
(g) BREACH OF OTHER AGREEMENTS
Neither Funding nor the Mortgages Trustee is in breach of or in
default under any agreement to which it is a party or which is
binding on it or any of its assets or revenues;
(h) ▇▇▇▇▇▇ HOLDINGS LIMITED
The First Issuer, the Second Issuer, the Third Issuer, the Fourth
Issuer, the Fifth Issuer, the Sixth Issuer, the Seventh Issuer, the
Eighth Issuer, the Ninth Issuer, the Tenth Issuer, the Master
Issuer, Funding, the Mortgages Trustee, ▇▇▇▇▇▇ Funding No. 1 PLC
(now dissolved) and ▇▇▇▇▇▇ Funding No. 2 PLC (now dissolved) are
the only subsidiaries or subsidiary undertakings of ▇▇▇▇▇▇ Holdings
Limited within the meanings of Sections 258 and 736 of the
Companies ▇▇▇ ▇▇▇▇;
(i) EVENTS OF DEFAULT
No event has occurred or circumstance arisen which would (whether
or not with the giving of notice and/or the passage of time and/or
the fulfilment of any other requirement) constitute an Event of
Default as set out in the Master Issuer Intercompany Loan
Agreement;
(j) NO SUBSIDIARIES
Neither Funding nor the Mortgages Trustee has any subsidiaries or
subsidiary undertakings within the meanings of Sections 258 and 736
of the Companies ▇▇▇ ▇▇▇▇;
(k) NO ACTIVITIES
Neither Funding nor the Mortgages Trustee has engaged in any
activities since its incorporation other than (i) those incidental
to any registration as a private limited company under the
Companies Acts 1985 and 1989 and changes to its name, directors,
secretary, registered office, Memorandum and Articles of
Association; (ii) the authorisation and execution of the Legal
Agreements to which each is a party; (iii) the activities referred
to or contemplated in the Legal Agreements to which it is a party,
or in the Disclosure Package and the Final Prospectus; (iv) the
activities undertaken in connection with the establishment of the
Mortgages Trust pursuant to the Mortgages Trust Deed and the issue
of notes by the First Issuer, the Second Issuer, the Third Issuer,
the Fourth Issuer, the Fifth Issuer, the Sixth Issuer, the Seventh
Issuer, the Eighth Issuer, the Ninth Issuer, the Tenth Issuer and
the Master Issuer; and (v) the registration of Funding under the
Data Protection ▇▇▇ ▇▇▇▇ (the DPA). Neither Funding nor the
Mortgages Trustee has (other than as set out in the Disclosure
Package and the Final Prospectus or in the prospectuses or, as
applicable, offering circulars relating to the notes issued by the
First Issuer, the Second Issuer, the Third Issuer, the Fourth
Issuer, the Fifth Issuer, the Sixth Issuer, the Seventh Issuer, the
Eighth Issuer, the Ninth Issuer, the Tenth Issuer or the Master
Issuer and other than as required by any applicable law) made up
any accounts and neither has paid any dividends or made any
distributions since its respective date of incorporation;
(l) BENEFICIAL OWNER
On 25th July, 2000, the Mortgages Trust was established pursuant to
the Mortgages Trust Deed and following the transfer by way of
equitable assignment by Abbey of its interest in the Portfolio (as
defined in the Final Prospectus) to the Mortgages Trustee pursuant
to or in accordance with the Mortgage Sale Agreement on 26th July,
2000 and on subsequent distribution dates, or, in relation to Loans
secured over properties in Scotland and their
23
Related Security, following the granting from time to time of a
Scottish Trust Deed, the Mortgages Trustee held (and continues to
hold) the Portfolio on trust for the benefit of Funding and Abbey in
undivided shares absolutely;
(m) LITIGATION
There are no pending actions, suits or proceedings against or
affecting Funding or the Mortgages Trustee which could individually
or in the aggregate have an adverse effect on the condition
(financial or otherwise), prospects, results of operations or
general affairs of either one of them or could adversely affect the
ability of the Mortgages Trustee or Funding to perform their
respective obligations under the Legal Agreements, or which are
otherwise material in the context of the transaction contemplated
by the Disclosure Package and the Final Prospectus and, to the best
of the knowledge of Funding and the Mortgages Trustee, no such
actions, suits or proceedings are threatened or contemplated;
(n) NO PRIOR SECURITY
Save as set out in any of the Legal Agreements there exists no
mortgage, lien, pledge or other charge or security interest on or
over the assets of Funding and, other than the Legal Agreements, it
has not entered into any indenture or trust deed;
(o) SECURITY FOR THE MASTER ISSUER INTERCOMPANY LOAN
Funding's obligations under, inter alia, the Master Issuer
Intercompany Loan Agreement are and will be secured, subject to the
Reservations, in the manner provided in the Third Amended and
Restated Funding Deed of Charge and with the benefit of the
charges, covenants and other security provided for therein
including, without limitation, (i) a first ranking fixed charge
over Funding's interest in the Trust Property (as defined in the
Mortgages Trust Deed); (ii) an assignment by way of first fixed
security over its interests in the Mortgage Sale Agreement, the
Mortgages Trust Deed, the Scottish Trust Deeds, the Amended and
Restated Servicing Agreement, the Funding Swap Agreement, the First
Issuer Intercompany Loan Agreement, the Second Issuer Intercompany
Loan Agreement, the Third Issuer Intercompany Loan Agreement, the
Fourth Issuer Intercompany Loan Agreement, the Fifth Issuer
Intercompany Loan Agreement, the Sixth Issuer Intercompany Loan
Agreement, the Seventh Issuer Intercompany Loan Agreement, the
Eighth Issuer Intercompany Loan Agreement, the Ninth Issuer
Intercompany Loan Agreement, the Tenth Issuer Intercompany Loan
Agreement, the Master Issuer Intercompany Loan 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 Agreement, the Issue 2007-1 Start-up Loan Agreement, the
Funding Guaranteed Investment Contract, the Corporate Services
Agreement, the Cash Management Agreement, the Bank Account
Agreement and any other relevant documents signed or to be signed
on or before the Closing Date to which Funding is a party; (iii) a
first ranking fixed charge over the Funding Bank Accounts (as
defined in the Further Amended and Restated Master Definitions and
Construction Schedule); (iv) a first ranking fixed charge over any
authorised investments made with moneys standing to the credit of
the Bank Accounts; and (v) a first ranking floating charge over the
other assets of Funding (extending over all of Funding's Scottish
assets);
(p) CAPITALISATION
The authorised capital of each of Funding and the Mortgages Trustee
is as set out in the Disclosure Package and the Final Prospectus;
24
(q) UNITED STATES INCOME TAX
Neither Funding nor the Mortgages Trustee will engage in any
activities in the United States (directly or through agents),
derive any income from United States sources as determined under
United States income tax principles, or hold any property if doing
so would cause it to be engaged or deemed to be engaged in a trade
or business within the United States as determined under United
States income tax principles;
(r) INVESTMENT COMPANY ACT
Neither Funding nor the Mortgages Trustee is an "investment
company" as defined in the Investment Company Act, and the offer
and sale of the U.S. Issue 2007-1 Notes in the United States will
not subject Funding or the Mortgages Trustee to registration under,
or result in a violation of, the Investment Company Act;
(s) REPRESENTATIONS AND WARRANTIES IN THE LEGAL AGREEMENTS
The representations and warranties given by Funding and the
Mortgages Trustee in the Legal Agreements are true and accurate.
7. REPRESENTATIONS AND WARRANTIES OF ABBEY
Abbey represents and warrants to, and agrees with, the Underwriters and
each of them that:
(a) INCORPORATION
Abbey is a public limited company duly incorporated and validly
existing under the laws of England and Wales, with full power and
authority to conduct its business as described in the Disclosure
Package and Final Prospectus, and is lawfully qualified to do
business in England and Wales and it is not in liquidation;
(b) VALIDITY OF LEGAL AGREEMENTS
This Agreement has been duly authorised, executed and delivered by
Abbey and constitutes, and the other Legal Agreements to which
Abbey is a party have been duly authorised by Abbey and on the
Closing Date will constitute, valid and legally binding obligations
of Abbey, enforceable in accordance with their terms subject to the
Reservations;
(c) RELATED SECURITY
Abbey has not received written notice of any litigation or claim
calling into question its title to any Related Security or the
value of any security therefor or its right to assign any such
Related Security to the Mortgages Trustee;
(d) CONSENTS
All consents, approvals and authorisations of all United Kingdom
regulatory authorities required on the part of Abbey for or in
connection with the execution and performance of the transactions
contemplated by the Legal Agreements to which Abbey is a party have
been obtained and are in full force and effect including, without
limiting the generality of the foregoing, Abbey having received a
standard licence under the Consumer Credit ▇▇▇ ▇▇▇▇ and Abbey being
registered under the DPA;
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(e) COMPLIANCE
The transfer by way of equitable assignment of Abbey of its
interest in the Portfolio and the related property and rights, the
execution and delivery of the Legal Agreements to which Abbey is a
party, the implementation of the transactions contemplated by such
Legal Agreements and compliance with the terms of such Legal
Agreements did not, and will not, (i) conflict with, or result in a
breach of, any of the terms or provisions of, or constitute a
default under, the Memorandum and Articles of Association of Abbey,
or any agreement or instrument to which Abbey is a party or by
which it or any of its properties is bound, where such breach or
default might have a material adverse effect in the context of the
issue of the U.S. Issue 2007-1 Notes or the Reg S Issue 2007-1
Notes; or (ii) infringe any applicable law, rule, regulation,
judgment, order or decree of any government, governmental body or
court having jurisdiction over Abbey or any of its properties; or
(iii) result in the creation or imposition of any mortgage, charge,
pledge, lien or other security interest on any of its properties,
other than those created in, or imposed by, the Legal Agreements
themselves;
(f) OFFERING DOCUMENTS
The Registration Statement, at the time it became effective, any
post-effective amendment thereto, at the time it became effective,
the Disclosure Package, as of the respective dates of the documents
included therein, and the Final Prospectus, as of the date of the
Prospectus Supplement, complied and on the Closing Date, the
Registration Statement, the Disclosure Package and the Final
Prospectus (and any amendments or supplements thereto) will comply
in all material respects with the applicable requirements of the
Securities Act, the Exchange Act and the Trust Indenture Act, and
the respective rules thereunder;
(g) NO MATERIAL MISSTATEMENTS OR OMISSIONS
The Registration Statement as of the applicable effective date as
to each part of the Registration Statement and any amendment
thereto pursuant to Rule 430B(f)(2) under the Securities Act, did
not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary
in order to make the statements therein not misleading; the
Disclosure Package, as of the respective dates of the documents
included therein and as of the Applicable Time, did not contain an
untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading; and the Final Prospectus, as of the date of the
Prospectus Supplement, did not, and on the Closing Date will not,
contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading; provided, however, that in each case Abbey makes no
representations or warranties as to (i) that part of the
Registration Statement which constitutes the Statement of
Eligibility and Qualification (Form T-1) under the Trust Indenture
Act of the Note Trustee, (ii) the information contained in or
omitted from the Registration Statement, the Disclosure Package or
the Final Prospectus (or any statement thereto) in reliance upon
and in conformity with information furnished in writing to the
Master Issuer, Funding, the Mortgages Trustee or Abbey by or on
behalf of any Underwriter specifically for inclusion in the
Registration Statement, the Disclosure Package or the Final
Prospectus (or any amendment or supplement thereto) or (iii) in the
documents incorporated by reference under the heading "Issuing
entity swap providers" in the Preliminary Prospectus or the Final
Prospectus.
In the context of the issue of the U.S. Issue 2007-1 Notes, those
statements of fact contained in the Investor Presentation Material,
as provided to the Underwriters by the Master Issuer, Funding, the
Mortgages Trustee or Abbey for the purpose of inclusion in the
Investor
26
Presentation Material, were true in all material respects and not
misleading in any material respect, and there were no facts the
omission of which would have made any such statement, in each case,
in the context in which it was made and when read together with the
Disclosure Package, misleading in any material respect;
(h) BENEFICIAL OWNER
On 25th July, 2000, the Mortgages Trust was established pursuant to
the Mortgages Trust Deed and following the transfer by way of
equitable assignment of Abbey of its interest in the Portfolio to
the Mortgages Trustee pursuant to, and in accordance with, the
Mortgage Sale Agreement on 26th July, 2000 and on subsequent
distribution dates or, in relation to Loans secured over properties
in Scotland and their Related Security, following the granting from
time to time of a Scottish Trust Deed, the Mortgages Trustee held
(and continues to hold) the Portfolio on trust for the benefit of
Funding and Abbey in undivided shares absolutely;
(i) LITIGATION
It is not involved in any actions, suits or proceedings in relation
to claims or amounts which could materially adversely affect its
ability to perform its obligations under the Legal Agreements;
(j) MORTGAGE SALE AGREEMENT
The representations and warranties given by Abbey in the Mortgage
Sale Agreement will be true and accurate when made or deemed to be
repeated;
(k) BREACH OF OTHER AGREEMENTS
Abbey is not in breach of or in default under any agreements to
which it is a party or which is binding on it or any applicable
laws to the extent that such breach or default is material to the
performance by Abbey of its obligations under the Legal Agreements
to which it is a party, or would be so material, had such Legal
Agreements been entered into; and
(l) REPRESENTATIONS AND WARRANTIES IN THE LEGAL AGREEMENTS
The representations and warranties given by Abbey in the Legal
Agreements are true and accurate (and in the case of any
representation or warranty set forth in Clause 8.1 of the Mortgage
Sale Agreement, as of the time that they were made or deemed to be
made); provided, however, that the Underwriters hereby acknowledge
and agree that any misrepresentation under, or breach of any
representation and warranty set forth in, Clause 8.1 of the
Mortgage Sale Agreement shall be deemed not to constitute a breach
of this Agreement or a misrepresentation or breach of warranty
under or in respect of this Agreement and shall be subject solely
to the remedies for such misrepresentation or breach set forth in
Section 8 of the Mortgage Sale Agreement.
27
8. COVENANTS OF THE MASTER ISSUER, FUNDING, THE MORTGAGES TRUSTEE AND ABBEY
8.1 The Master Issuer and, where expressly provided, Funding, the Mortgages
Trustee and Abbey covenants to, and agrees with, the Underwriters and
each of them that:
(a) THE REGISTRATION STATEMENT
During the Marketing Period (as defined below), none of the Master
Issuer, Funding, the Mortgages Trustee or Abbey will file any
amendment to the Registration Statement or supplement to the Final
Prospectus unless the Master Issuer, Funding, the Mortgages Trustee
and Abbey have furnished the Underwriters with a copy for their
review prior to such filing and none of them will file any such
proposed amendment or supplement to which the Underwriters
reasonably object. Subject to the foregoing sentence, the Master
Issuer, Funding, the Mortgages Trustee and Abbey will cause the
Final Prospectus, properly completed, and any supplement thereto to
be filed with the Commission pursuant to the applicable paragraph
of Rule 424(b) under the Securities Act within the time period
prescribed therein and will provide evidence satisfactory to the
Underwriters of such timely filing. The Master Issuer, Funding,
the Mortgages Trustees and Abbey will promptly advise the
Underwriters when:
(i) the Final Prospectus, and any supplement thereto, shall have
been filed with the Commission pursuant to Rule 424(b) under
the Securities Act; and
(ii) prior to termination of the offering of the U.S. Issue 2007-1
Notes, any amendment to the Registration Statement shall have
been filed or become effective;
In the event the Master Issuer, Funding, the Mortgages Trustee or
Abbey becomes aware that, as of the Applicable Time, the
Preliminary Prospectus contains or contained any untrue statement
of material fact or omits or omitted to state a material fact
necessary in order to make the statements contained therein, in the
light of the circumstances under which they were made, not
misleading, the Master Issuer, Funding, the Mortgages Trustee or
Abbey shall promptly notify the Underwriters of such untrue
statement or omission no later than one business day after
discovery and the Master Issuer shall, if requested by the
Underwriters, prepare and deliver to the Underwriters an amended
preliminary prospectus (an AMENDED PROSPECTUS) approved by the
Underwriters that corrects such untrue statement or omission. Any
Amended Prospectus shall comply with the requirements for
reformation of the original Contract of Sale, as described in
Section IV.A.2.c. of the Commission's Securities Offering Reform
Release No. 33-8591.
(b) DELIVERY OF COPIES
The Master Issuer will deliver to each Underwriter (i) one copy of
the Registration Statement as originally filed and each amendment
thereto, in each case including all exhibits and consents filed
therewith; (ii) a conformed copy of the Registration Statement as
originally filed and each amendment thereto, in each case including
all exhibits and consents filed therewith and (iii) during the
Marketing Period, as many copies of the Disclosure Package and
Final Prospectus (including all amendments and supplements thereto)
as each Underwriter may reasonably request. As used herein, the
term MARKETING PERIOD means any period during which a prospectus
relating to the U.S. Issue 2007-1 Notes is required to be delivered
under the Securities Act;
28
(c) NOTIFY MATERIAL OMISSION
If at any time during the Marketing Period any event shall have
occurred as a result of which the Registration Statement, the
Disclosure Package or the Final Prospectus, as then amended or
supplemented, would include a statement of fact which is not true
and accurate in all material respects or omit any fact the omission
of which would make misleading in any material respect any
statement therein whether of fact or opinion, or if for any other
reason it shall be necessary to amend or supplement the
Registration Statement, the Disclosure Package or the Final
Prospectus, then: (i) the Master Issuer will promptly notify the
Underwriters; (ii) the Master Issuer shall promptly prepare and
timely file with the Commission any amendment or supplement to the
Registration Statement, the Disclosure Package or the Final
Prospectus that may, in the reasonable judgment of the Master
Issuer or the Underwriters, be required by the Securities Act or
requested by the Commission; (iii) the Master Issuer will, without
charge, supply to the Underwriters as many copies as the
Underwriters may reasonably request of an amended Disclosure
Package or Final Prospectus or a supplement to the Disclosure
Package or Final Prospectus which will correct such statement or
omission; and (iv) the representations and warranties contained in
Clauses 5(a), 5(b), 5(c), 5(o), 5(s), 6(a), 6(b), 6(c) and 6(p)
shall be deemed to be repeated by, as applicable, the Master Issuer,
Funding and the Mortgages Trustee as of the date of each such
amended Final Prospectus or supplement to the Final Prospectus on
the basis that each reference to "Final Prospectus" in such
representations and warranties contained in Clauses 5 and 6 shall be
deemed to be a reference to the Final Prospectus as amended or
supplemented as at such date;
(d) NOTIFY CHANGE
Without prejudice to its obligations under Clause 8.1(c), the Master
Issuer, Funding or the Mortgages Trustee will notify the
Underwriters promptly of any change affecting any of its
representations, warranties, covenants, agreements or indemnities in
this Agreement at any time prior to payment being made to the Master
Issuer on the Closing Date and will take such steps as may be
reasonably requested by the Underwriters to remedy and/or publicize
the same;
(e) USE OF PROCEEDS
The Master Issuer will apply the proceeds from the sale of the U.S.
Issue 2007-1 Notes as described in the Disclosure Package and the
Final Prospectus;
(f) OFFICIAL ANNOUNCEMENTS
Between the date of this Agreement and the Closing Date (both dates
inclusive) none of the Master Issuer, Funding or the Mortgages
Trustee will, without the prior approval of the Underwriters (such
approval not to be unreasonably withheld), make any official
announcement which would have an adverse effect on the
marketability of the U.S. Issue 2007-1 Notes;
(g) STAMP DUTY
(i) The Master Issuer will pay any stamp duty, issue,
registration, documentary or other taxes of a similar nature
and duties payable in the United Kingdom, Belgium, Luxembourg
or the United States, including interest and penalties, in
connection with the creation, issue, distribution and
offering of the U.S. Issue 2007-1 Notes or in connection with
the execution, delivery or enforcement of any of the Legal
Agreements to which it is a party together with any value
added, turnover or similar
29
tax payable in respect of that amount (and references in this
Agreement to such amount shall be deemed to include any such
taxes so payable in addition to it);
(ii) Funding will pay any stamp duty, issue, registration,
documentary or other taxes of a similar nature and duties
payable in the United Kingdom, Belgium, Luxembourg or the
United States, including interest and penalties, in
connection with the execution, delivery or enforcement of any
of the Legal Agreements to which it is a party (other than in
respect of the execution, delivery or enforcement of the
Mortgages Trust Deed (including any amendment thereto), the
Mortgage Sale Agreement (including any amendment thereto) and
any Legal Agreement to which the Master Issuer is a party)
together with any value added, turnover or similar tax
payable in respect of that amount (and references in this
Agreement to such amount shall be deemed to include any such
taxes so payable in addition to it);
(iii) The Mortgages Trustee will pay any stamp duty, issue,
registration, documentary or other taxes of a similar nature
and duties payable in the United Kingdom, Belgium, Luxembourg
or the United States, including interest and penalties, in
connection with the execution, delivery or enforcement of the
Mortgages Trust Deed (including any amendment thereto), the
Mortgage Sale Agreement (including any amendment thereto) and
the Scottish Trust Deeds (including any amendment thereto and
any subsequent trust deed in substantially similar form)
(together with any value added, turnover or similar tax
payable in respect of that amount (and references in this
Agreement to such amount shall be deemed to include any such
taxes so payable in addition to it)) but will be promptly
reimbursed an amount equal to any such payments by the
Beneficiaries in accordance with the terms of the Mortgages
Trust Deed; and
(iv) For the avoidance of doubt, if Funding or the Mortgages
Trustee discharges its obligations to pay any stamp duty,
issue, registration, documentary or other taxes of a similar
nature and duties payable in the United Kingdom, Belgium,
Luxembourg or the United States, including interest and
penalties in each case as described above (together, the
RELEVANT TAXES), at any time while amounts are outstanding in
respect of the notes issued by the First Issuer and/or the
Second Issuer and/or the Third Issuer and/or the Fourth
Issuer and/or the Fifth Issuer and/or the Sixth Issuer and/or
the Seventh Issuer and/or the Eighth Issuer and/or and or the
Ninth Issuer and/or the Tenth Issuer and/or the Master Issuer
and/or any New Issuer, then Funding and/or (as applicable)
the Mortgages Trustee will not be obliged to pay such
relevant taxes multiple times (in respect of the same
obligation), in order to meet its obligations under (A) the
underwriting or initial purchase agreements, as applicable,
and subscription agreements relating to the First Issuer
and/or the Second Issuer and/or the Third Issuer and/or the
Fourth Issuer and/or the Fifth Issuer and/or the Sixth Issuer
and/or the Seventh Issuer and/or the Eighth Issuer and/or the
Ninth Issuer and/or the Tenth Issuer and/or the Master Issuer
and/or any New Issuer and (B) paragraphs and/or (as
applicable) above;
(h) PAYMENT OF FEES, CHARGES, COSTS AND DUTIES
(i) Without prejudice to the generality of Clause 12.1, the Master
Issuer will pay all and any fees, charges, costs and duties
and any stamp and other similar taxes or duties, including
interest and penalties, arising from or in connection with the
creation of the security for the U.S. Issue 2007-1 Notes, the
obligations of the Master Issuer under the Master Issuer Trust
Deed, for the other amounts to be secured as contemplated by
the Master Issuer Deed of Charge and the perfection of such
security at any time;
30
(ii) Without prejudice to the generality of Clause 12.1, Funding
will pay all and any fees, charges, costs and duties and any
stamp and other similar taxes or duties, including interest
and penalties, arising from or in connection with the creation
of the security for the Master Issuer Intercompany Loan and
for the other amounts to be secured as contemplated by the
Funding Deed of Charge, the First Deed of Accession to the
Funding Deed of Charge, the Second Deed of Accession to the
Funding Deed of Charge, the Third Deed of Accession to the
Funding Deed of Charge, the Fourth Deed of Accession to the
Funding Deed of Charge, the Amended and Restated Funding Deed
of Charge, the First Deed of Accession to the Amended and
Restated Funding Deed of Charge, the Second Deed of Accession
to the Amended and Restated Funding Deed of Charge, the Third
Deed of Accession to the Amended and Restated Funding Deed of
Charge, the Fourth Deed of Accession to the Amended and
Restated Funding Deed of Charge, the Second Amended and
Restated Funding Deed of Charge, the Third Amended and
Restated Funding Deed of Charge and any accession thereto and
the perfection of such security at any time; and
(iii) Without prejudice to the generality of Clause 12.1, the
Mortgages Trustee will pay all and any fees, charges, costs
and duties and any stamp and other similar taxes or duties,
including interest and penalties, arising from or in
connection with the purchase of the Related Security (and
related property and rights) excluding Land Registry and
Registers of Scotland fees (it being agreed that registration
or recording at Land Registry or Registers of Scotland of the
transfer of the Related Security to the Mortgages Trustee will
not be applied for except in the circumstances specified in
the Amended and Restated Servicing Agreement); but on the
basis that the Mortgages Trustee will be reimbursed such fees,
charges, costs and duties, and any stamp and other similar
taxes or duties (including interest and penalties) by the
Beneficiaries pursuant to the terms of the Mortgages Trust
Deed;
(i) PERFORM ALL REQUIRED ACTIONS
On or prior to the Closing Date each of the Master Issuer, Funding
and the Mortgages Trustee will do all things within each of their
respective powers and required of each of them on such date under
the terms of the Legal Agreements to which each is a party;
(j) CONDITIONS PRECEDENT
The Master Issuer will use all reasonable endeavours to procure
satisfaction on or before the Closing Date of the conditions
referred to in Clause 9 of this Agreement;
(k) SERVICING AGREEMENT
Funding and the Mortgages Trustee will use all reasonable
endeavours to procure that Abbey complies with its obligations
under the Amended and Restated Servicing Agreement;
(l) CHARGES AND SECURITIES
(i) The Master Issuer will procure that each of the charges and
other securities created by or pursuant to or contained in
the Master Issuer Deed of Charge and the First Amended and
Restated Master Issuer Deed of Charge is, and, as applicable,
have been, registered within all applicable time limits in
all appropriate registers; and
(ii) Funding will procure that each of the charges and other
securities created by or pursuant to or contained in the
Funding Deed of Charge, the First Deed of
31
Accession to the Funding Deed of Charge, the Second Deed of
Accession to the Funding Deed of Charge, the Third Deed of
Accession to the Funding Deed of Charge, the Fourth Deed of
Accession to the Funding Deed of Charge, the Amended and
Restated Funding Deed of Charge, the First Deed of Accession
to the Amended and Restated Funding Deed of Charge, the Second
Deed of Accession to the Amended and Restated Funding Deed of
Charge, the Third Deed of Accession to the Amended and
Restated Funding Deed of Charge, the Fourth Deed of Accession
to the Amended and Restated Funding Deed of Charge, the Second
Amended and Restated Funding Deed of Charge, the Third Amended
and Restated Funding Deed of Charge and any accession thereto
is and, as applicable, have been registered within all
applicable time limits in all appropriate registers other than
at Land Registry;
(m) RATINGS
None of the Master Issuer, Funding or the Mortgages Trustee will
take, or cause to be taken, any action and will not permit any
action to be taken which it knows or has reason to believe would
result in the Series 1 Class A1 Issue 2007-1 Notes not being
assigned an F1+/AAA rating by Fitch Ratings Ltd. (FITCH RATINGS), a
P-1/Aaa rating by ▇▇▇▇▇'▇ Investors Service Limited (MOODY'S) and
an A-1+/AAA rating by Standard & Poor's Rating Services, a division
of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. (STANDARD & POOR'S); the Series
2 Class A Issue 2007-1 Notes, the Series 3 Class A1 Issue 2007-1
Notes or the Series 4 Class A Issue 2007-1 Notes not being assigned
an AAA rating by Fitch Ratings, an Aaa rating by Moody's and an AAA
rating by Standard & Poor's; the Series 1 Class B1 Issue 2007-1
Notes not being assigned an AA rating by Fitch Ratings, an Aa3
rating by Moody's and an AA rating by Standard & Poor's; or the
Series 1 Class C1 Issue 2007-1 Notes or the Series 2 Class C1 Issue
2007-1 Notes not being assigned a BBB rating by Fitch Ratings, a
Baa2 rating by Moody's and a BBB rating by Standard & Poor's;
(n) LEGAL AGREEMENTS
Prior to closing on the Closing Date none of the Master Issuer,
Funding or the Mortgages Trustee will amend the terms of the
executed Legal Agreements to which they are parties, nor execute
any of the other Legal Agreements other than in the agreed form,
without the consent of the Underwriters (such consent not to be
unreasonably withheld or delayed);
(o) COMMISSION FILINGS
The Master Issuer, Funding and the Mortgages Trustee will timely
file with the Commission all documents (and any amendments to
previously filed documents) required to be filed by them pursuant
to Sections 13(a), 13(c) or 15(d) of the Exchange Act, provided
that during the Marketing Period none of the Master Issuer, Funding
or the Mortgages Trustee will file any such document or amendment
unless the Master Issuer, Funding and the Mortgages Trustee have
furnished the Underwriters with a copy for their review prior to
filing and none of them will file any such proposed document or
amendment until the Underwriters have been consulted and given a
reasonable opportunity to comment on such document or amendment;
(p) COPIES OF COMMISSION FILINGS
During the Marketing Period, if there is any material document
filed by the Master Issuer or Funding with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act including
but not limited to any report submitted to the Commission on Form
10-D (FORM 10-D), Form 8-K (FORM 8-K) or Form 10-K (FORM 10-K)
under the Exchange
32
Act and the rules and regulations thereunder or any amendment or
supplement to any such document, the Master Issuer and Funding, as
the case may be, will furnish a copy thereof to each Underwriter,
and counsel to the Underwriters, prior to filing with the
Commission;
(q) NOTICE TO UNDERWRITERS OF CERTAIN EVENTS
During the Marketing Period, the Master Issuer will advise the
Underwriters immediately (i) when any post-effective amendment to
the Registration Statement becomes effective, (ii) of any request
or proposed request by the Commission, whether written or oral, for
an amendment or supplement to the Registration Statement, to any
Final Prospectus or to any material document filed by the Master
Issuer, Funding or the Mortgages Trustee with or submitted to the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act and the rules and regulations thereunder or for any
additional information, (iii) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration
Statement or any part thereof or any order directed to the Final
Prospectus or any document incorporated therein by reference or the
initiation or threat of any stop order proceeding or of any
challenge to the accuracy or adequacy of any document incorporated
by reference in the Final Prospectus, (iv) of receipt by Abbey,
Funding or the Master Issuer of any notification with respect to
the suspension of the qualification of the U.S. Issuer 2007-1 Notes
for sale in any jurisdiction or the initiation or threat of any
proceeding for that purpose, and (v) of any downgrading in the
rating of the U.S. Issue 2007-1 Notes or any debt securities of
Abbey, Funding or the Master Issuer by any nationally recognized
statistical rating organization (as defined for purposes of Rule
436(g) under the Securities Act), or if any such organisation shall
have informed Abbey, Funding or the Master Issuer or made any
public announcement that any such organisation has under
surveillance or review its rating of any debt securities of Abbey,
Funding or the Master Issuer (other than an announcement with
positive implications of a possible upgrading, and no implication
of a possible downgrading of such rating) as soon as such
announcement is made or Abbey, Funding or the Master Issuer is so
informed;
(r) STOP ORDERS
The Master Issuer and Funding will each use its best efforts to
prevent the issuance of any stop order or the suspension of any
qualification referred to in Clause 8.1(q) and if, during the
Marketing Period, the Commission shall issue a stop order suspending
the effectiveness of the Registration Statement or such
qualification of the U.S. Issue 2007-1 Notes for sale in any
jurisdiction is suspended, the Master Issuer and Funding will each
make every reasonable effort to obtain the lifting of that order or
suspension at the earliest possible time;
(s) BLUE SKY QUALIFICATIONS
The Master Issuer will arrange, in co-operation with the
Underwriters, to qualify the U.S. Issue 2007-1 Notes for offering
and sale under the securities laws of such jurisdictions in the
United States as the Underwriters may designate, and to maintain
such qualifications in effect for as long as may be required for
the distribution of the U.S. Issue 2007-1 Notes, and to file such
statements and reports as may be required by the laws of each
jurisdiction in which the U.S. Issue 2007-1 Notes have been
qualified as above, provided that in connection therewith the
Master Issuer shall not be required to qualify as a foreign
corporation or to file a general consent to service of process in
any jurisdiction or to take any other action that would subject it
to service of process in suits in any jurisdiction other than those
arising out of the offering or sale of the U.S. Issue 2007-1 Notes
in such jurisdiction or to register as a dealer in securities or to
become subject to taxation in any jurisdiction; and
33
(t) WRITTEN COMMUNICATIONS
(i) The following terms have the specified meanings for purposes
of this Agreement:
BLOOMBERG SUBMISSION means the pricing material (in
electronic form) sent via Bloomberg e-mail by the
Underwriters to investors; provided, that references to
Bloomberg Submission in this Agreement shall mean the final
pricing information accurately displayed on Bloomberg.
(ii) None of the Master Issuer, Funding, the Mortgages Trustee or
Abbey will disseminate to any potential investor any
information relating to the U.S. Issue 2007-1 Notes that
constitutes a "written communication" within the meaning of
Rule 405 under the Securities Act, other than the Disclosure
Package and the Final Prospectus, unless the Master Issuer
has obtained the prior consent of the Underwriters (which
consent will not be unreasonably withheld).
(iii) None of the Master Issuer, Funding, the Mortgages Trustee,
Abbey nor any Underwriter shall disseminate or file with the
Commission any information relating to the U.S. Issue 2007-1
Notes in reliance on Rule 167 or Rule 426 under the
Securities Act, nor shall the Master Issuer, Funding, the
Mortgages Trustee, Abbey or any Underwriter disseminate any
Underwriter Free Writing Prospectus (as defined below) "in a
manner reasonably designed to lead to its broad unrestricted
dissemination" within the meaning of Rule 433(d) under the
Securities Act unless either the consent of the Underwriters,
Abbey or the Master Issuer, as the case may be, has been
obtained (which consent will not be unreasonably withheld or
delayed).
(iv) The Master Issuer, Funding, the Mortgages Trustee, Abbey and
the Underwriters each agree that any Free Writing Prospectus
prepared by it shall comply in all material respects with the
Securities Act and the Rules and Regulations and shall bear
the following legend, or a substantially similar legend that
complies with Rule 433 under the Securities Act:
The depositor has filed a registration statement (including a
prospectus) with the Commission for the offering to which
this communication relates. Before you invest, you should
read the prospectus in that registration statement and other
documents the depositor has filed with the Commission for
more complete information about the issuing entity and this
offering. You may get these documents for free by visiting
▇▇▇▇▇ on the Commission Web site at ▇▇▇.▇▇▇.▇▇▇.
Alternatively, the depositor, any underwriter or any dealer
participating in the offering will arrange to send you the
prospectus if you request it by calling toll-free _________.
(v) Each Underwriter represents, warrants, covenants and agrees
with the Master Issuer, Funding, the Mortgages Trustee and
Abbey that other than the Disclosure Package and the Final
Prospectus, it has not made, used, prepared, distributed,
disseminated, authorized, approved or referred to and will
not prepare, make, use, distribute, disseminate, authorize,
approve or refer to any "written communication" (as defined
in Rule 405 under the Securities Act) that constitutes an
offer to sell or solicitation of an offer to buy the U.S.
Issue 2007-1 Notes; provided, however, that:
(A) with the prior consent of the Master Issuer and Abbey,
each Underwriter may prepare and convey one or more
"written communications" (as defined in Rule 405 under
the Securities Act) containing no more than the
following: (1) information included in the Preliminary
Prospectus, (2)
34
information relating to the class, size, rating, price,
CUSIPs, coupon, yield, spread, benchmark, status and/or
legal maturity date of the U.S. Issue 2007-1 Notes, the
weighted average life, expected final payment date, the
trade date and payment window of one or more classes of
the U.S. Issue 2007-1 Notes and any credit enhancement
expected to be provided with respect to the U.S. Issue
2007-1 Notes, (3) the eligibility of the U.S. Issue
2007-1 Notes to be purchased by ERISA plans, (4) a
column or other entry showing the status of the
subscriptions for the U.S. Issue 2007-1 Notes (both for
the issuance as a whole and for each Underwriter's
retention) and/or expected pricing parameters of the
U.S. Issue 2007-1 Notes and (5) any "ABS informational
and computational materials" as defined in Item 1101(a)
of Regulation AB under the Securities Act (each such
written communication, an UNDERWRITER FREE WRITING
PROSPECTUS);
(B) unless otherwise consented to in writing by the Master
Issuer and Abbey, no Underwriter Free Writing
Prospectus shall be conveyed if, as a result of such
conveyance, the Master Issuer, Funding or the Mortgages
Trustee shall be required to make any registration or
other filing solely as a result of such Underwriter
Free Writing Prospectus pursuant to Rule 433(d) under
the Securities Act other than the filing of the final
terms of the U.S. Issue 2007-1 Notes pursuant to Rule
433(d)(5)(ii) of the Securities Act; and
(C) each Underwriter will be permitted to provide
information (including any Bloomberg Submission)
customarily included in confirmations of sale of
securities and notices of allocations and information
delivered in compliance with Rule 134 under the
Securities Act.
(vi) The Master Issuer agrees to file with the Commission when
required under the Rules and Regulations the following:
(A) any Free Writing Prospectus that is an "issuer free
writing prospectus," as defined in Rule 433 under the
Securities Act (any such Free Writing Prospectus, an
ISSUER FREE WRITING PROSPECTUS) and any "issuer
information" as defined in Rule 433 under the
Securities Act (any such information, the ISSUER
INFORMATION);
(B) subject to the Underwriters' compliance with Clause
8.1(t)(v), any Underwriter Free Writing Prospectus at
the time required to be filed; and
(C) any Free Writing Prospectus for which the Master Issuer
or Funding or any person acting on its behalf provided,
authorized or approved information that is prepared and
published or disseminated by a person unaffiliated with
the Master Issuer or Funding or any other offering
participant that is in the business of publishing,
radio or television broadcasting or otherwise
disseminating communications.
(vii) Abbey, Funding and the Mortgages Trustee will cause any
Issuer Free Writing Prospectus with respect to the U.S. Issue
2007-1 Notes to be filed with the Commission to the extent
required by Rule 433 under the Securities Act.
(viii) Notwithstanding the provisions of Clauses 8.1(t)(vi) and
8.1(t)(vii), the Master Issuer, Funding, the Mortgages
Trustee and Abbey will not be required to file any Free
Writing Prospectus that does not contain substantive changes
from or additions to a Free Writing Prospectus previously
filed with the Commission.
35
8.2 Abbey covenants to and agrees with the Underwriters and each of them
that:
(a) NOTIFY CHANGE
Abbey will notify the Underwriters promptly of any change affecting
any of its representations, warranties, covenants, agreements or
indemnities in this Agreement at any time prior to payment being
made to the Master Issuer on the Closing Date and will take such
steps as may be reasonably requested by the Underwriters to remedy
and/or publicize the same. In the event that the Final Prospectus is
amended or supplemented pursuant to Clause 8.1(c), then the
representations and warranties contained in Clause 7(g) shall be
deemed to be repeated by Abbey as of the date of such amended Final
Prospectus or supplement to the Final Prospectus, on the basis that
each reference to "Final Prospectus" in Clause 7(g) shall be deemed
to be a reference to the Final Prospectus as amended or supplemented
as at such date;
(b) PERFORM ALL REQUIRED ACTIONS
On or prior to the Closing Date, Abbey will do all things within
its power and required of it on such date under the terms of the
Legal Agreements;
(c) REVIEW OF RELATED SECURITY
Abbey will deliver to the Underwriters on the date of this
Agreement a letter (relating to its review of the Loans and the
Related Security) dated the date of this Agreement in the agreed
form addressed to Abbey and the Underwriters from Deloitte & Touche
LLP;
(d) RATINGS
Abbey will not take, or cause to be taken, any action and will not
permit any action to be taken which it knows or has reason to
believe would result in the Series 1 Class A1 Issue 2007-1 Notes
not being assigned an F1+/AAA rating by Fitch Ratings, a P-1/Aaa
rating by Moody's and an A-1+/AAA rating by Standard & Poor's; the
Series 2 Class A Issue 2007-1 Notes, the Series 3 Class A1 Issue
2007-1 Notes or the Series 4 Class A Issue 2007-1 Notes not being
assigned an AAA rating by Fitch Ratings, an Aaa rating by Moody's
and an AAA rating by Standard & Poor's; the Series 1 Class B1 Issue
2007-1 Notes not being assigned an AA rating by Fitch Ratings, an
Aa3 rating by Moody's and an AA rating by Standard & Poor's; or the
Series 1 Class C1 Issue 2007-1 Notes or the Series 2 Class C1 Issue
2007-1 Notes not being assigned an BBB rating by Fitch Ratings, a
Baa2 rating by Moody's and a BBB rating by Standard & Poor's; and
(e) LEGAL AGREEMENTS
Prior to closing on the Closing Date Abbey will not amend the terms
of any of the already executed Legal Agreements to which it is a
party, nor execute any of the other Legal Agreements other than in
the agreed form, without the consent of the Underwriters (such
consent not to be unreasonably withheld or delayed).
9. CONDITIONS PRECEDENT
The obligation of the Underwriters under this Agreement to subscribe for
the U.S. Issue 2007-1 Notes is subject to the following conditions
precedent:
36
(a) THE REGISTRATION STATEMENT
(i) If a post-effective amendment is required to be filed with
the Commission, such post-effective amendment shall have
become effective not later than 9:00 a.m. New York City time
on the date hereof;
(ii) The Final Prospectus, or any supplement thereto, will be
filed in the manner and within the time period required by
Rule 424(b) under the Securities Act ; and
(iii) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or
threatened.
(b) EXECUTION OF LEGAL AGREEMENTS AND THE GLOBAL ISSUE 2007-1 NOTES
The execution and delivery by all parties thereto of the Legal
Agreements and the Global Issue 2007-1 Notes representing each
class of the Issue 2007-1 Notes on or prior to the Closing Date;
(c) ADMISSION TO LISTING AND TRADING
The UK Listing Authority having agreed to admit and the U.S. Issue
2007-1 Notes to the official list of the UK Listing Authority and
the London Stock Exchange having agreed to admission of the U.S.
Issue 2007-1 Notes to trading, in each case on or prior to the
Closing Date;
(d) LEGAL OPINIONS
On or prior to the Closing Date, there having been delivered to the
Master Issuer, the Underwriters, the Note Trustee, the Master
Issuer Security Trustee and the Security Trustee copies of opinions
and disclosure letters, in form and substance satisfactory to the
Underwriters, the Note Trustee, the Master Issuer Security Trustee
and the Security Trustee and the Rating Agencies, dated the Closing
Date, of:
(i) ▇▇▇▇▇▇▇▇▇ and May, legal advisers to the Master Issuer as to
English law, addressed to the Master Issuer and the
Underwriters;
(ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, legal advisers to the
Master Issuer as to U.S. law, addressed to the Master Issuer
and the Underwriters;
(iii) ▇▇▇▇▇ & Overy LLP, legal advisers to the Underwriters, the
Note Trustee, the Master Issuer Security Trustee and the
Security Trustee, addressed to the Underwriters, the Note
Trustee, the Master Issuer Security Trustee and the Security
Trustee;
(iv) Tods ▇▇▇▇▇▇ LLP, legal advisers to the Underwriters, the Note
Trustee, the Master Issuer Security Trustee, the Security
Trustee, the Master Issuer and Abbey as to Scots law,
addressed to the Underwriters, the Note Trustee, the Master
Issuer Security Trustee, the Security Trustee, the Master
Issuer and Abbey; and
(v) In-house legal counsel of each Master Issuer Dollar Swap
Provider, addressed to the Master Issuer, the Master Issuer
Security Trustee, the Security Trustee and the Underwriters.
37
(e) AUDITORS' AND ACCOUNTANTS' LETTERS
At the date of each Preliminary Prospectus and at the date of the
Final Prospectus, there having been addressed and delivered to the
Underwriters letters, in form and substance satisfactory to the
Underwriters, dated as of the date of such Preliminary Prospectus
and as of the date of the Final Prospectus, with respect to such
Preliminary Prospectus and the Final Prospectus, respectively, from
Deloitte & Touche LLP;
(f) CERTIFIED CONSTITUTIONAL DOCUMENTS
On or prior to the Closing Date, there having been delivered to the
Underwriters a copy, certified by a duly authorised director of as
applicable the Master Issuer, Funding and the Mortgages Trustee of:
(i) the Memorandum and Articles of Association of each of the
Master Issuer, Funding and the Mortgages Trustee; and (ii) the
resolution of the Board of Directors of each of the Master Issuer,
Funding and the Mortgages Trustee authorising the execution of this
Agreement and the other Legal Agreements and the entry into and
performance of the transactions contemplated thereby; and (iii) in
respect of the Master Issuer, the issue of the Reg S Issue 2007-1
Notes and the U.S. Issue 2007-1 Notes and the entry into and
performance of the transactions contemplated thereby;
(g) COMPLIANCE
At the Closing Date: (i) the representations and warranties of the
Master Issuer, Funding, the Mortgages Trustee and Abbey in this
Agreement being true, accurate and correct at, and as if made on,
the Closing Date and the Master Issuer, Funding, the Mortgages
Trustee and Abbey having performed all of their obligations and
complied with all of their undertakings in the Legal Agreements to
be performed on or before the Closing Date, and (ii) there having
been delivered to the Underwriters a certificate to that effect
signed by a duly authorised officer of, as applicable, the Master
Issuer, Funding, the Mortgages Trustee and Abbey, dated the Closing
Date and confirming that, since the date of this Agreement, there
has been no adverse change, nor any development involving a
prospective adverse change, in or affecting the operations,
properties, financial condition or prospects of the Master Issuer,
Funding, the Mortgages Trustee or Abbey which is material in the
context of the issue of the U.S. Issue 2007-1 Notes;
(h) CIRCUMSTANCES FOR TERMINATION
On or prior to the Closing Date, in the opinion of the Underwriters,
none of the circumstances described in Clauses 14.1(c), 14.1(d),
14.1(f) or 14.1(g) having arisen;
(i) RATINGS
Receipt of notification from Fitch Ratings, ▇▇▇▇▇'▇ and Standard &
Poor's that the ratings for the Reg S Issue 2007-1 Notes and the
U.S. Issue 2007-1 Notes described in the Final Prospectus have been
assigned either without conditions or subject only to the execution
and delivery on or before the Closing Date of the Legal Agreements
and legal opinions in all material respects in the form in which
they shall then have been executed and delivered on or prior to the
Closing Date, there not having been a public announcement from any
of the above rating agencies that such agency has revised downwards
or withdrawn or placed on review or "credit watch" with negative
implications or with implications of a possible change that does
not indicate the direction of such possible change (or other
similar publication of formal review by the relevant rating agency)
any existing credit rating assigned to the Reg S Issue 2007-1
Notes, the U.S. Issue 2007-1 Notes nor the long term debt of Abbey;
38
(j) REG S ISSUE 2007-1 NOTES SUBSCRIPTION AGREEMENT
The Reg S Issue 2007-1 Notes Subscription Agreement having been
entered into;
(k) OTHER ISSUES
The Reg S Issue 2007-1 Notes having been or being issued and
subscribed and paid for pursuant to the Reg S Programme Agreement
and the Reg S Issue 2007-1 Notes Subscription Agreement, prior to
or contemporaneously with the issue, subscription and payment for
the U.S. Issue 2007-1 Notes hereunder;
(l) MATERIAL ADVERSE CHANGE
There not having been between the date of this Agreement and the
Closing Date any change or any development or event reasonably
likely to involve a prospective change which would, in the judgment
of the Underwriters, be materially adverse to the operations,
properties, financial or trading condition of the Master Issuer,
Funding, the Mortgages Trustee or Abbey from that set forth in the
Preliminary Prospectus or the Final Prospectus or rendering untrue
and incorrect any of the representations and warranties contained in
Clauses 5, 6 and 7 and as though the said representations and
warranties had been given on the Closing Date with reference to the
facts and circumstances prevailing at that date nor the failure of
the Master Issuer, Funding, the Mortgages Trustee or Abbey to
perform each and every covenant and obligation to be performed by it
pursuant to the Legal Agreements, the Loans and the Related Security
on or prior to the Closing Date;
(m) SOLVENCY CERTIFICATES
(i) The Master Issuer having furnished or caused to be furnished
to the Underwriters at the Closing Date a solvency
certificate, dated the Closing Date, of a duly authorised
director of the Master Issuer in the agreed form;
(ii) Funding having furnished or caused to be furnished to the
Master Issuer and the Security Trustee a solvency
certificate, dated the Closing Date, of a duly authorised
director of Funding in the agreed form; and
(iii) Abbey having furnished or caused to be furnished to Funding
and the Security Trustee a solvency certificate, dated the
Closing Date, of a duly authorised officer of Abbey in the
agreed form; and
(n) CERTIFICATE OF NOTE TRUSTEE
The Note Trustee having furnished to the Underwriters a certificate
stating that that part of the Registration Statement which shall
constitute the Statement of Eligibility and Qualification (Form T-
1) under the Trust Indenture Act of the Note Trustee did not or
will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary
in order to make the statements therein not misleading.
Prior to the Closing Date, there shall be furnished to the Underwriters
such further information, certificates and documents as the Underwriters
may reasonably request.
If any of the conditions specified in this Clause 9 have not been
fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be reasonably satisfactory in all
material respects in form and substance to the Underwriters, this
Agreement and all obligations of the Underwriters hereunder
39
may be cancelled at, or at any time prior to, the Closing Date by the
Underwriters. Notice of such cancellation shall be given to the Master
Issuer in writing or by telephone or facsimile confirmed in writing.
The Underwriters may, at their discretion, waive compliance with the
whole or any part of this Clause 9.
10. CLOSING
10.1 ISSUE OF U.S. ISSUE 2007-1 NOTES
Not later than 2:00 p.m. (London time) on the Closing Date, the Master
Issuer will issue and deliver to the Underwriters, or to their order, a
Global Issue 2007-1 Note for each of the Series 1 Class A1 Issue 2007-1
Notes, the Series 1 Class B1 Issue 2007-1 Notes, the Series 1 Class C1
Issue 2007-1 Notes, Series 2 Class A Issue 2007-1 Notes, the Series 2
Class C1 Issue 2007-1 Notes, the Series 3 Class A1 Issue 2007-1 Notes and
the Series 4 Class A Issue 2007-1 Notes.
10.2 PAYMENT
Against such delivery ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited, on
behalf of the Underwriters, will pay to the Master Issuer, or as the
Master Issuer may direct, the gross subscription moneys for the U.S.
Issue 2007-1 Notes (being the Issue Price). Such payment shall be made
by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited in respect of the U.S.
Issue 2007-1 Notes in U.S. Dollars in immediately available funds to the
account of the Master Issuer, Citibank, N.A., London Branch, account
number 0011591711, sort code 18-50-04, IBAN ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
reference ▇▇▇▇▇▇ Master Issuer PLC U.S. Issue 2007-1 Notes or to such
other account(s) notified to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited
by the Master Issuer. The SWIFT code for Citibank, N.A., London Branch's
U.S. Dollar payments is ▇▇▇▇▇▇▇▇, and the SWIFT code for Citibank, N.A.,
New York's U.S. Dollar payments is ▇▇▇▇▇▇▇▇.
Such payment shall be evidenced by a confirmation by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.
International Limited that it has so made that payment to the Master
Issuer.
10.3 GROSS SUBSCRIPTION MONEYS
The Master Issuer undertakes that on the Closing Date it will apply the
gross subscription moneys for the U.S. Issue 2007-1 Notes and the gross
subscription moneys for the Reg S Issue 2007-1 Notes (net of management
and underwriting commissions and various out-of-pocket expenses)
converted under the relevant Master Issuer Dollar Swap Agreements or
Master Issuer Euro Swap Agreements, as applicable, forthwith in making a
loan to Funding pursuant to the terms of the Master Issuer Intercompany
Loan Agreement. Funding undertakes that it will apply the proceeds of
the Master Issuer Intercompany Loan to make payment to Abbey or at
Abbey's direction of the purchase price of an addition to Funding's
already existing share of the portfolio and related rights pursuant to
the Mortgage Sale Agreement.
11. COMMISSIONS
11.1 In consideration of the obligations undertaken herein by the
Underwriters, the Master Issuer agrees to pay to the Underwriters a
selling commission (the SELLING COMMISSION) of 0.0431 per cent. of the
aggregate principal amount of the Series 1 Class A1 Issue 2007-1 Notes,
of 0.0431 per cent. of the aggregate principal amount of the Series 1
Class B1 Issue 2007-1 Notes, of 0.0431 per cent. of the aggregate
principal amount of the Series 1 Class C1 Issue 2007-1 Notes, of 0.0431
per cent. of the aggregate principal amount of the Series 2 Class A Issue
2007-1 Notes, of 0.0431 per cent. of the aggregate principal amount of
the Series 2 Class C1 Issue 2007-1 Notes, of 0.0431 per cent. of the
40
aggregate principal amount of the Series 3 Class A1 Issue 2007-1 Notes
and of 0.0431 per cent. of the aggregate principal amount of the Series 4
Class A Issue 2007-1 Notes and a combined management and underwriting
commission (the MANAGEMENT AND UNDERWRITING COMMISSION) of 0.0215 per
cent. of the aggregate principal amount of the Series 1 Class A1 Issue
2007-1 Notes, of 0.0215 per cent. of the aggregate principal amount of
the Series 1 Class B1 Issue 2007-1 Notes, of 0.0215 per cent. of the
aggregate principal amount of the Series 1 Class C1 Issue 2007-1 Notes,
of 0.0215 per cent. of the aggregate principal amount of the Series 2
Class A Issue 2007-1 Notes, of 0.0215 per cent. of the aggregate
principal amount of the Series 2 Class C1 Issue 2007-1 Notes, of 0.0215
per cent. of the aggregate principal amount of the Series 3 Class A1
Issue 2007-1 Notes and of 0.0215 per cent. of the aggregate principal
amount of the Series 4 Class A Issue 2007-1 Notes.
11.2 The Master Issuer undertakes that on the Closing Date it will pay to the
Underwriters the aggregate Selling Commission and aggregate Management and
Underwriting Commission calculated in accordance with Clause 11.1, in
sterling, in immediately available funds to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.
International Limited, at HSBC Bank plc, sort code 40-05-15, A/C ▇▇▇▇▇▇
▇▇▇▇▇▇▇ & Co. International Ltd., A/C No: 37304698, BIC: ▇▇▇▇▇▇▇▇, or to
such other account(s) notified to the Master Issuer by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ &
Co. International Limited.
12. EXPENSES
12.1 GENERAL EXPENSES
The Master Issuer covenants to pay or cause to be paid the following
(together with (i) in respect of taxable supplies made to the Master
Issuer, any amount in respect of value added tax or similar tax payable
in respect thereof against production of a valid tax invoice and (ii) in
respect of taxable supplies made to a person other than the Master
Issuer, any amount in respect of Irrecoverable VAT or similar tax payable
in respect thereof against production of a valid tax invoice): (a) the
fees, disbursements and expenses of the Master Issuer's legal advisers
and accountants and all other expenses of the Master Issuer in connection
with the issue (including, without limitation, any filing fees payable to
the Commission in connection with the registration of the U.S. Issue
2007-1 Notes under the Securities Act and any fees payable in connection
with the qualification of the U.S. Issue 2007-1 Notes for offering and
sale pursuant to any NASD regulatory provisions or under any applicable
United States state securities, Blue Sky or similar laws) and listing of
the U.S. Issue 2007-1 Notes (including without limitation any
advertisements required in connection therewith), the preparation and
delivery of each class of the U.S. Issue 2007-1 Notes in global form and
(if required) definitive form, the costs of the initial delivery and
distribution of the U.S. Issue 2007-1 Notes (including, without
limitation, transportation, packaging and insurance) and the initial fees
and expenses of The Depository Trust Company, Euroclear and Clearstream,
Luxembourg in relation to the U.S. Issue 2007-1 Notes (excluding any such
fees and expenses arising as a result of any transfer of the U.S. Issue
2007-1 Notes), the preparation and printing of the Final Prospectus (in
proof, preliminary and final form) and any amendments and supplements
thereto and the mailing and delivery of copies of this Agreement to the
Underwriters; (b) the cost of printing or reproducing the Legal
Agreements and any other documents prepared in connection with the
offering, issue and initial delivery of the U.S. Issue 2007-1 Notes; (c)
the fees and expenses of the Note Trustee, the Security Trustee and the
Master Issuer Security Trustee (including fees and expenses of legal
advisers to the Note Trustee, the Security Trustee and the Master Issuer
Security Trustee), the Principal Paying Agent, the U.S. Paying Agent, the
Registrar, the Transfer Agent and the Agent Bank in connection with the
preparation and execution of the Legal Agreements and any other relevant
documents and the issue of the U.S. Issue 2007-1 Notes and compliance
with the Conditions of the U.S. Issue 2007-1 Notes; (d) the fees and
expenses incurred or payable in connection with obtaining a rating for
the U.S. Issue 2007-1 Notes from Fitch Ratings, ▇▇▇▇▇'▇ and Standard &
Poor's and annual fees in connection with such rating or any other rating
from such institution for the U.S. Issue 2007-1 Notes; (e) the fees and
expenses payable in connection with
41
obtaining and maintaining the admission to trading of the U.S. Issue
2007-1 Notes on the Stock Exchange; (f) out-of-pocket expenses (excluding
legal expenses) incurred by the Underwriters in connection with the
transactions contemplated hereby; (g) any roadshow expenses incurred by
the Underwriters; (h) any amount in respect of the fees and disbursements
of the Underwriters' legal advisers in relation thereto and (i) any costs
incurred by an Underwriter in connection with the reformation of a
Contract of Sale with an investor that received an Amended Prospectus.
12.2 REIMBURSEMENT
The Master Issuer will reimburse the Underwriters for all amounts
incurred by them in connection with the issue of the U.S. Issue 2007-1
Notes which it has agreed to pay pursuant to Clause 12.1.
For the avoidance of doubt, references to costs and expenses in this
Agreement shall be deemed to include, in addition, references to any
Irrecoverable VAT payable in respect of such costs and expenses.
13. INDEMNIFICATION
13.1 THE MASTER ISSUER, FUNDING, MORTGAGES TRUSTEE AND ABBEY INDEMNITY
Each of the Master Issuer, Funding, the Mortgages Trustee and Abbey
jointly and severally agrees to indemnify and hold harmless each
Underwriter (including, for the purposes of this Clause 13.1, the
directors, officers, employees and agents of each Underwriter) and each
person who controls such Underwriter within the meaning of either the
Securities Act or the Exchange Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of them may
become subject, including without limitation any such losses, claims,
damages or liabilities arising under the Securities Act, the Exchange Act
or other Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in (1)
the Registration Statement, (2) the Disclosure Package, (3) the Final
Prospectus, (4) any Free Writing Prospectus (excluding for this purpose
any Underwriter Free Writing Prospectus for which the Master Issuer and
Abbey do not provide written consent pursuant to Clause 8.1(t)(v)) or
Issuer Information prepared, distributed or disseminated by the Master
Issuer, Funding, the Mortgages Trustee or Abbey and not included in the
Disclosure Package or (5) the Investor Presentation Material, considered
together with the Disclosure Package (save in the case of the Mortgages
Trustee, which gives no indemnity herein in relation to item (5) above),
or in any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading, and agrees to reimburse each such indemnified party, as
incurred, for any legal or other reasonable expenses incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Master Issuer, Funding,
the Mortgages Trustee and Abbey will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is
based upon any such untrue statement or alleged untrue statement or
omission or alleged omission (a) made in the Registration Statement, the
Disclosure Package or the Final Prospectus in reliance upon and in
conformity with written information furnished to the Master Issuer,
Funding, the Mortgages Trustee and Abbey by or on behalf of any
Underwriter specifically for inclusion therein, (b) contained in that part
of the Registration Statement constituting the Statement of Eligibility
and Qualification under the Trust Indenture Act (Form T-1) of the Note
Trustee or (c) contained in any Bloomberg Submission unless such untrue
statement or alleged untrue statement or omission or alleged omission
contained in any Bloomberg Submission results from an error or omission in
the Disclosure Package or the Final Prospectus (other than any written
information furnished to the Master Issuer, Funding, the Mortgages Trustee
or Abbey by or on behalf of any Underwriter specifically for inclusion
therein); and provided further, that as to the Disclosure Package or the
Final Prospectus, this indemnity
42
agreement shall not inure to the benefit of any Underwriter (or any person
controlling such Underwriter) on account of any loss, claim, damage,
liability or action arising from the sale of U.S. Issue 2007-1 Notes to
any person by that Underwriter if (a) the Disclosure Package (or, if it is
available prior to the date such Underwriter enters into the Contract of
Sale with such person with respect to those U.S. Issue 2007-1 Notes, the
Final Prospectus) is amended or supplemented prior to the date the
Underwriter enters into a Contract of Sale with such person with respect
to those U.S. Issue 2007-1 Notes, (b) that the Underwriter failed to send
or give a copy of the Disclosure Package (or, if applicable, the Final
Prospectus), as amended or supplemented, to that person before the time of
sale, and (c) the untrue statement or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact in
the Disclosure Package (or, if applicable, the Final Prospectus) was
corrected in such amendment or supplement and such corrected Disclosure
Package (or, if applicable, Final Prospectus) was delivered to the
Underwriter in time so that the Underwriter could have delivered the
corrected Disclosure Package (or, if applicable, the Final Prospectus) to
such person prior to the time of sale, unless such failure resulted from
non-compliance by the Master Issuer, Funding, the Mortgages Trustee or
Abbey with Clause 8.1(c) hereof. For the purposes of the final proviso to
the immediately preceding sentence, the terms Disclosure Package and Final
Prospectus shall not be deemed to include any documents incorporated
therein by reference, and no Underwriter shall be obligated to send or
give any supplement or amendment to any document incorporated by reference
in the Disclosure Package or in any Final Prospectus to any person other
than a person to whom such Underwriter has delivered such incorporated
documents in response to a written or oral request therefor. The Master
Issuer, Funding, the Mortgages Trustee and Abbey further agree to
reimburse each Underwriter and each such controlling person for any legal
and other expenses reasonably incurred by such Underwriter or controlling
person in investigating or defending or preparing to defend against any
such loss, claim, damage, liability or action, as such expenses are
incurred. The foregoing indemnity agreement is in addition to any
liability which the Master Issuer, Funding, the Mortgages Trustee and
Abbey may otherwise have to any Underwriter or any controlling person of
any Underwriter.
No Underwriter or controlling person of any Underwriter shall have any
duty or obligation, whether as fiduciary for any Underwriter, controlling
person or otherwise, to recover any such payment or to account to any
other person for any amounts paid to it under this Clause 13.1.
13.2 UNDERWRITERS' INDEMNITY
Each Underwriter, severally and not jointly, agrees to indemnify and hold
harmless the Master Issuer, Funding, the Mortgages Trustee and Abbey,
each of their directors and each of the officers of Funding who sign the
Registration Statement, and each person who controls the Master Issuer,
Funding, the Mortgages Trustee or Abbey within the meaning of either the
Securities Act or the Exchange Act, to the same extent as the foregoing
indemnity from the Master Issuer to each Underwriter, but only with
reference to (a) written information relating to such Underwriter
furnished to the Master Issuer, Funding, the Mortgages Trustee or Abbey
by or on behalf of such Underwriter specifically for inclusion in any of
the documents referred to in the foregoing indemnity or (b) any Bloomberg
Submission prepared by such Underwriter; provided, however, that the
indemnity with respect to clause (b) above shall not apply to any untrue
statement or alleged untrue statement or omission or alleged omission
made in any Bloomberg Submission that results from an error or omission
in the Disclosure Package or the Final Prospectus (other than any written
information furnished to the Master Issuer, Funding, the Mortgages
Trustee or Abbey by or on behalf of such Underwriter specifically for
inclusion therein). This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have. It is acknowledged
that for purposes of this Agreement the statements set forth under the
heading "Underwriting" that specify (a) the list of Underwriters and
their respective participation in the sale of the U.S. Issue 2007-1 Notes
and (b) the sentences related to concessions and reallowances in the
Preliminary Prospectus and the Final Prospectus constitute the only
information furnished in writing by or on behalf of the
43
several Underwriters for inclusion in the Registration Statement, the
Disclosure Package or the Final Prospectus.
13.3 PROCEEDINGS
Promptly after receipt by an indemnified party under this Clause 13 of
notice of the commencement of any action, such indemnified party will, if
a claim in respect thereof is to be made against the indemnifying party
under this Clause 13, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party
(a) will not relieve it from liability under Clause 13.1 or 13.2 unless
and to the extent it did not otherwise learn of such action and such
failure results in the forfeiture by the indemnifying party of substantial
rights and defences and (b) will not in any event relieve the indemnifying
party from any obligation to any indemnified party other than the
indemnification obligation provided in Clauses 13.1 or 13.2 above. If any
such claim or action shall be brought against an indemnified party, and it
shall notify the indemnifying party thereof, the indemnifying party shall
be entitled to participate therein, and, to the extent that it wishes,
jointly with any other similarly notified indemnifying party, to assume
the defence thereof with counsel satisfactory to the indemnified party.
After notice from the indemnifying party to the indemnified party of its
election to assume the defence of such claim or action, the indemnifying
party shall not be liable to the indemnified party under this Clause 13
for any legal or other expenses subsequently incurred by the indemnified
party in connection with the defence thereof other than reasonable costs
of investigation; provided that each Underwriter, the Underwriters as a
group, or the Master Issuer, Funding, the Mortgages Trustee and Abbey, as
the case may be, shall have the right to employ separate counsel to
represent such Underwriter and its controlling persons, the Underwriters
and their respective controlling persons or the Master Issuer, Funding,
the Mortgages Trustee and Abbey and their respective controlling persons,
as the case may be, who may be subject to liability arising out of any
claim in respect of which indemnity may be sought by such indemnified
parties under this Clause 13 if, in the reasonable judgment of any
Underwriter, the Underwriters acting together, or the Master Issuer,
Funding, the Mortgages Trustee and Abbey, as the case may be, it is
advisable for such indemnified parties to be represented by separate
counsel, and in that event the fees and expenses of such separate counsel
(and local counsel) shall be paid by the indemnifying party. Upon receipt
of notice from the indemnifying party to such indemnified party of its
election so to assume the defence of such action and approval by the
indemnified party of counsel selected by the indemnifying party, the
indemnifying party will not be liable to such indemnified party under this
Clause 13 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defence thereof unless (i) the
indemnified party shall have employed separate counsel in connection with
the assertion of legal defences in accordance with the proviso to the
preceding sentence (it being understood, however, that the indemnifying
party shall not be liable for the expenses of more than one such separate
counsel (and local counsel) representing the indemnified parties under
Clauses 13.1 or 13.2 hereof), (ii) the indemnifying party shall not be
liable for the expenses of more than one such separate counsel (and local
counsel) representing the employed counsel satisfactory to the indemnified
party to represent the indemnified party within a reasonable time after
notice of commencement of the action or (iii) the indemnifying party has
authorised the employment of counsel for the indemnified party at the
expense of the indemnifying party; and except that, if Subparagraph (i) or
(iii) is applicable, such liability shall be only in respect of the
counsel referred to in such Subparagraph (i) or (iii). The indemnifying
party shall not be liable for any settlement of any proceeding effected
without its written consent, such consent not to be unreasonably withheld
or delayed, but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any
time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as
contemplated by this Clause 13, the indemnifying party agrees that it
shall be liable for any settlement of any proceeding effected without its
written consent if (A) such settlement is entered
44
into more than 60 days after receipt by such indemnifying party of such
request and (B) such indemnifying party shall not have either reimbursed
the indemnified party in accordance with such request or objected to such
request in writing prior to the date of such settlement. No indemnifying
party shall, without the prior written consent of the indemnified party,
effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and in
respect of which indemnity could have been sought hereunder by such
indemnified party, unless such settlement: (i) includes an unconditional
release of such indemnified party from all liability on claims that are
the subject matter of such proceeding, and (ii) does not include a
statement as to or any admission of fault, culpability or failure to act,
by or on behalf of any indemnified party.
13.4 CONTRIBUTION
In the event that the indemnity provided in Clauses 13.1 or 13.2 is
unavailable to or insufficient to hold harmless an indemnified party for
any reason, the Master Issuer, Funding, the Mortgages Trustee, Abbey and
the Underwriters severally agree to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending same)
(collectively, LOSSES) to which the Master Issuer, Funding, the Mortgages
Trustee, Abbey and one or more of the Underwriters may be subject in such
proportion as is appropriate to reflect the relative benefits received by
the Master Issuer, Funding, the Mortgages Trustee, Abbey and the
Underwriters from the offering of the U.S. Issue 2007-1 Notes. If the
allocation provided by the immediately preceding sentence is unavailable
for any reason, the Master Issuer, Funding, the Mortgages Trustee, Abbey
and the Underwriters severally shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the
relative fault of the Master Issuer, Funding, the Mortgages Trustee, Abbey
and the Underwriters in connection with the statements or omissions which
resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Master Issuer, Funding, the
Mortgages Trustee and Abbey shall be deemed to be equal to the Issue Price
(before deducting expenses), and benefits received by the Underwriters
shall be deemed to be equal to the total Selling Commission and the
Management and Underwriting Commission, in each case as set forth in
Clause 11.1. Relative fault shall be determined by reference to, among
other things, whether any untrue or any alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information provided by the Master Issuer, Funding, the
Mortgages Trustee or Abbey on the one hand or the Underwriters on the
other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The Master Issuer, Funding, the Mortgages Trustee, Abbey and the
Underwriters agree that it would not be just and equitable if contribution
were determined by pro rata allocation or any other method of allocation
which does not take account of the equitable considerations referred to
above. Notwithstanding the foregoing, in no case shall an Underwriter
(except as may be provided in any agreement among Underwriters relating to
the offering of the U.S. Issue 2007-1 Notes) be responsible for any amount
in excess of the Selling Commission or Management and Underwriting
Commission applicable to the U.S. Issue 2007- 1 Notes purchased by such
Underwriter hereunder. Notwithstanding the provisions of this Clause 13.4,
no person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.
For purposes of this Clause 13, each person who controls an Underwriter
within the meaning of either the Securities Act or the Exchange Act and
each director, officer, employee and agent of an Underwriter shall have
the same rights to contribution as such Underwriter, and each person who
controls the Master Issuer, Funding, the Mortgages Trustee or Abbey within
the meaning of either the Securities Act or the Exchange Act, each officer
of Funding who shall have signed the Registration Statement and each
director of the Master Issuer, Funding, the Mortgages Trustee or Abbey,
shall have the same rights to contribution as the Master Issuer, Funding,
the Mortgages Trustee or Abbey, as the case may be, subject in each case
to the applicable terms and conditions of this Clause 13.4.
45
14. TERMINATION
14.1 UNDERWRITERS' ABILITY TO TERMINATE
Notwithstanding any other provision of this Agreement, the Underwriters
may, by notice to the Master Issuer given at any time prior to payment of
the gross subscription moneys for the U.S. Issue 2007-1 Notes to the
Master Issuer, terminate this Agreement in any of the following
circumstances:
(a) if there shall have come to the notice of the Underwriters any
breach of, or any event rendering untrue or incorrect in any
material respect, any of the warranties and representations
contained in Clauses 5, 6 or 7 or (or any deemed repetition thereof)
or failure to perform any of the Master Issuer's or Abbey's
covenants or agreements in this Agreement; or
(b) if any condition specified in Clause 9 has not been satisfied or
waived by the Underwriters; or
(c) if, in the opinion of the Underwriters, circumstances shall be such
as: (i) to prevent or to a material extent restrict payment for the
U.S. Issue 2007-1 Notes in the manner contemplated in this
Agreement or (ii) to a material extent prevent or restrict
settlement of transactions in the U.S. Issue 2007-1 Notes in the
market or otherwise; or
(d) if, in the opinion of the Underwriters, there shall have been (i)
any change in national or international political, legal, tax or
regulatory conditions or (ii) there shall have occurred any
outbreak or escalation of liabilities or any change in financial
markets or any calamity or emergency, either within or outside the
United States, in each case that in the judgment of the
Underwriters is material and adverse and makes it impracticable or
inadvisable to market the U.S. Issue 2007-1 Notes on the terms and
in the manner contemplated by this Agreement and the Disclosure
Package or the Final Prospectus; or
(e) upon termination of the Reg S Issue 2007-1 Notes Subscription
Agreement; or
(f) trading generally shall have been suspended or materially limited
on or by any of the New York Stock Exchange, the London Stock
Exchange or the over-the-counter market or a material disruption
has occurred in commercial banking or securities settlement or
clearance services in the United States or with respect to
Clearstream, Luxembourg, or Euroclear systems in Europe; or
(g) a general moratorium on commercial banking activities shall have
been declared by U.S. federal or New York State authorities.
Upon such notice being given this Agreement shall terminate and be of no
further effect.
14.2 CONSEQUENCES OF TERMINATION
In the event that this Agreement terminates, no party hereto shall be
under any liability to any other party in respect of this Agreement except
that (a) the Master Issuer shall remain liable under Clause 12 for the
payment of the costs and expenses already incurred or incurred in
consequence of such termination, (b) the indemnity agreement and
contribution provisions set forth in Clause 13 shall survive and (c) the
obligations of the Master Issuer and Abbey, which would have continued in
accordance with Clause had the arrangements for the underwriting and issue
of the U.S. Issue 2007-1 Notes been completed, shall so continue.
46
15. SURVIVAL OF REPRESENTATIONS AND OBLIGATIONS
15.1 The representations, warranties, agreements, undertakings and indemnities
in this Agreement will continue in full force and effect notwithstanding
completion of the arrangements for the subscription and issue of the U.S.
Issue 2007-1 Notes or any investigation made by or on behalf of any
Underwriter or any controlling person or any of its representatives,
directors, officers, agents or employees or any of them.
15.2 Save for their respective responsibilities to comply with Clauses 5(f),
5(t), 6(e), 6(r) and 7(b), none of the Master Issuer, Funding, the
Mortgages Trustee or Abbey shall have any responsibility in respect of the
legality of the Underwriters or other persons offering and selling the
U.S. Issue 2007-1 Notes in any jurisdiction or in respect of the U.S.
Issue 2007-1 Notes qualifying for sale in any jurisdiction.
16. NOTICES
All communications pursuant to this Agreement will be in writing and will
be delivered at or sent by facsimile transmission to the following
addresses:
(a) if to the Master Issuer,
Abbey National House
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇'▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: Company Secretary
Facsimile: + ▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇
(b) if to Abbey,
c/o Abbey House (AAM 129)
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: Securitisation Team, Retail Credit Risk
Facsimile: + ▇▇ (▇)▇▇▇▇ ▇▇▇ ▇▇▇
with a copy to:
Attention: Company Secretary
Facsimile: + ▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇
(c) if to the Underwriters,
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: Debt Syndicate
Telephone: ▇▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇
Facsimile: ▇▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇
47
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: Securitized Products Group
Telephone: ▇▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇
Facsimile: ▇▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇
The Royal Bank of Scotland plc
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
Telephone: ▇▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇
Facsimile: ▇▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇
Any communication so sent by letter shall take effect at the time of
actual delivery, and any communication so sent by facsimile transmission
shall take effect upon acknowledgement of receipt by the recipient. Any
communication to be delivered to any party under this Agreement which is
to be sent by facsimile transmission will be written legal evidence.
17. TIME
Time shall be of the essence of this Agreement.
18. GOVERNING LAW AND JURISDICTION
18.1 GOVERNING LAW
This Agreement is governed by, and shall be construed in accordance with,
the laws of the State of New York.
18.2 JURISDICTION
Each of the parties hereto irrevocably agrees that, except as otherwise
set forth in this Clause 18.2, any state or federal court sitting in the
City of New York shall have exclusive jurisdiction to hear and determine
any suit, action or proceeding and to settle any dispute arising out of or
based upon this Agreement and, for such purposes, irrevocably submits to
the jurisdiction of such courts. Each of the Master Issuer, Funding, the
Mortgages Trustee and Abbey hereby appoints CT Corporation System at ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or, if otherwise, its principal place
of business in the City of New York from time to time, as its agent for
service of process, and agrees that service of any process, summons,
notice or document by hand delivery or registered mail upon such agent
shall be effective service of process for any suit, action or proceeding
brought in any such court. Each of the Master Issuer, Funding, the
Mortgages Trustee and Abbey irrevocably and unconditionally waives any
objection to the laying of venue of any such suit, action or proceeding
brought in any such court and any claim that any such suit, action or
proceeding has been brought in an inconvenient forum. Each of the Master
Issuer, Funding, the Mortgages Trustee and Abbey agrees that a final
judgment in any such suit, action or proceeding brought in any such court
shall be conclusive and binding upon each of the Master Issuer, Funding,
the Mortgages Trustee and Abbey and may be enforced in any other court to
whose jurisdiction each of the Master Issuer, Funding, the Mortgages
Trustee and Abbey is or may in the future be subject, by suit upon
judgment. Each of the Master Issuer, Funding, the Mortgages Trustee and
Abbey further agrees that nothing herein shall affect the Underwriters'
right to effect service of process in any other manner permitted by law or
to
48
bring a suit, action or proceeding (including a proceeding for enforcement
of a judgment) in any other court or jurisdiction in accordance with
applicable law.
19. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
IN WITNESS WHEREOF this Agreement has been entered on the date stated at the
beginning.
49
SIGNATORIES
▇▇▇▇▇▇ MASTER ISSUER PLC
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Authorised Signatory
ABBEY NATIONAL PLC
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Authorised Signatory
▇▇▇▇▇▇ FUNDING LIMITED
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Authorised Signatory
▇▇▇▇▇▇ TRUSTEES LIMITED
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Authorised Signatory
CITIGROUP GLOBAL MARKETS LIMITED
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Authorised Signatory
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INTERNATIONAL LIMITED
By: ▇▇▇▇▇ ▇▇▇▇▇ (MANAGING DIRECTOR)
Authorised Signatory
THE ROYAL BANK OF SCOTLAND PLC
By: M.A.▇▇▇▇▇▇
Authorised Signatory
50
SCHEDULE I
UNDERWRITERS PRINCIPAL AMOUNT OF SERIES 1 CLASS PRINCIPAL AMOUNT OF SERIES 1 CLASS PRINCIPAL AMOUNT OF SERIES 1 CLASS
A1 ISSUE 2007-1 NOTES B1 ISSUE 2007-1 NOTES C1 ISSUE 2007-1 NOTES
Citigroup Global U.S.$500,000,000 U.S.$19,066,666 U.S.$10,100,000
Markets Limited
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. U.S.$500,000,000 U.S.$19,066,667 U.S.$10,100,000
International Limited
The Royal Bank of U.S.$500,000,000 U.S.$19,066,667 U.S.$10,100,000
Scotland plc
TOTAL U.S.$1,500,000,000 U.S.$57,200,000 U.S.$30,300,000
UNDERWRITERS PRINCIPAL AMOUNT OF SERIES 2 CLASS PRINCIPAL AMOUNT OF SERIES 2 CLASS PRINCIPAL AMOUNT OF SERIES 3 CLASS
A ISSUE 2007-1 NOTES C1 ISSUE 2007-1 NOTES A1 ISSUE 2007-1 NOTES
Citigroup Global U.S.$500,000,000 U.S.$3,266,667 U.S.$533,333,334
Markets Limited
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. U.S.$500,000,000 U.S.$3,266,666 U.S.$533,333,333
International Limited
The Royal Bank of U.S.$500,000,000 U.S.$3,266,667 U.S.$533,333,333
Scotland plc
TOTAL U.S.$1,500,000,000 U.S.$9,800,000 U.S.$1,600,000,000
UNDERWRITERS PRINCIPAL AMOUNT OF SERIES 4 CLASS A ISSUE 2007-1 NOTES
Citigroup Global Markets Limited U.S.$333,333,334
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited U.S.$333,333,333
The Royal Bank of Scotland plc U.S.$333,333,333
TOTAL U.S.$1,000,000,000
51