Common use of ACQUISITION BY FUNDING OF AN INCREASED INTEREST IN THE TRUST Clause in Contracts

ACQUISITION BY FUNDING OF AN INCREASED INTEREST IN THE TRUST. PROPERTY 4.1 OFFER TO ASSIGN AND CONDITIONS TO ASSIGNMENT On not more than 60 nor less than 30 days' written notice, Funding may offer to make a payment to the Seller so as to increase Funding's share of the Trust Property on the Distribution Date specified in that notice. Such offer shall only be made if the following conditions precedent are satisfied on the Distribution Date: (a) the Principal Deficiency Ledger does not have a debit balance (which remains outstanding) as at the most recent Interest Payment Date; (b) no Note Event of Default or Intercompany Loan Event of Default shall have occurred which is continuing or unwaived as at the relevant Distribution Date; (c) the Funding Security Trustee is not aware that the increase in the Funding share of the Trust Property (or the corresponding decrease in the Seller Share of the Trust Property) would adversely affect the then current credit ratings by the Rating Agencies (or any of them) of the Notes; (d) the Notes have been issued by the relevant Issuer, the subscription proceeds received on behalf of the relevant Issuer and advanced by the relevant Issuer to Funding pursuant to an Intercompany Loan Agreement, the proceeds of which will be applied by Funding to make the payment referred to in the notice on the relevant Distribution Date; (e) Funding has entered into, if necessary, a New Start-up Loan, a New Variable Rate Swap, New Fixed Floating Rate Swap and a New Tracker Rate Swap and adjustments have been made, if required, to the Reserve Funds; (f) receipt of a solvency certificate from the Seller in form and content acceptable to the Mortgages Trustee, Funding and the Funding Security Trustee; (g) as at the relevant Distribution Date, the aggregate Outstanding Principal Balance of Loans constituting the Trust Property, in respect of which the aggregate amount in arrear is more than three times the monthly payment then due, is less than 5 per cent. of the aggregate Outstanding Principal Balance of all Loans constituting the Trust Property; (h) the short term, unsecured, unguaranteed and unsubordinated debt obligations of the Seller are rated at least P-1 by Moody's, A-1 by Standard and Poor's and F1 by Fitch at the time of, and immediately following, the payment made by Funding on the relevant Distribution Date; (i) the product of the WAFF and WALS for the Loans constituting the Trust Property calculated on the relevant Distribution Date in the same way as for the Initial Portfolio (or as agreed by the Servicer and the Rating Agencies from time to time) does not exceed the product of the WAFF and WALS for the Loans constituting the Trust Property calculated on the most recent previous Closing Date, plus [0.25] per cent.; (j) the loan-to-value ratio of Loans in the Trust Property, after application of the LTV Test on the relevant Distribution Date, does not exceed the loan-to-value ratio (based on the LTV Test) of Loans in the Trust Property on the most recent previous Closing Date plus 0.50 per cent.; and (k) the Reserve Fund has not been debited on or before the relevant Distribution Date for the purposes of curing a Principal Deficiency in respect of the Term Advances in circumstances where the Reserve Fund has not been replenished by a corresponding amount by the relevant Distribution Date. Funding may not offer to make a payment to the Seller in consideration of an increased share of the Trust Property after the Interest Payment Date falling in October, 2010 if the option to redeem the Notes on the Interest Payment Date in July, 2010 pursuant to Condition 5(D) of the Terms and Conditions of the First Issuer Notes is not exercised.

ACQUISITION BY FUNDING OF AN INCREASED INTEREST IN THE TRUST. PROPERTY 4.1 OFFER TO ASSIGN AND CONDITIONS TO ASSIGNMENT On not more than 60 nor less than 30 days' written notice, Funding may offer to make a payment to the Seller so as to increase Funding's share of acquire an interest in the Trust Property with the effect of increasing the Funding Share on the Distribution Date specified in that notice. Such offer shall only be made valid if the following conditions precedent are satisfied on the Distribution Date: (a) the Principal Deficiency Ledger does not have a debit balance (which remains outstanding) as at the most recent Interest Payment Date; (b) no Note Event of Default or Intercompany Loan Event of Default shall have occurred which is continuing or unwaived as at the relevant Distribution Date; (c) the Funding Security Trustee is not aware that the increase in the Funding share of the Trust Property (or the corresponding decrease in the Seller Share of the Trust Property) proposed acquisition would adversely affect the then current credit ratings by the Rating Agencies (or any of them) of the Notes; (d) the Notes have been issued by the relevant Issuer, the subscription proceeds received on behalf of the relevant Issuer and advanced by the relevant Issuer to Funding pursuant to an Intercompany Loan Agreement, the proceeds of which will be applied by Funding to make the payment referred to in the notice on the relevant Distribution Date; (e) Funding has entered into, if necessary, a New Start-up Loan, a New Variable Rate Swapany new variable rate swap, New Fixed Floating Rate Swap new fixed floating rate swap and a New Tracker Rate Swap new tracker rate swap and adjustments have been made, if required, to the First Reserve FundsFund, the Second Reserve Fund and the Funding Reserve Fund; (f) receipt of a solvency certificate from the Seller in form and content acceptable to the Mortgages Trustee, Funding and the Funding Security Trustee; (g) as at the relevant Distribution Date, the aggregate Outstanding Principal Balance of Loans constituting the Trust Property, in respect of which the aggregate amount in arrear is more than three times the monthly payment then due, is less than 5 4 per cent. of the aggregate Outstanding Principal Balance of all Loans constituting the Trust Property; (h) unless otherwise agreed by Mxxxx'x, Standard and Poor's or Fitch, as the case may be, the short term, unsecured, unguaranteed and unsubordinated debt obligations of the Seller are rated at least P-1 by Moody'sMxxxx'x, A-1 by Standard and Poor's and F1 by Fitch at the time of, and immediately following, the payment made by Funding on the relevant Distribution Dateproposed acquisition; (i) the product of the WAFF and WALS for the Loans constituting the Trust Property calculated on the relevant Distribution Date in the same way as for the Initial Portfolio (or as agreed by the Servicer and the Rating Agencies from time to time) does not exceed the product of the WAFF and WALS for the Loans constituting the Trust Property calculated on the most recent previous Closing Date, plus [0.25] 0.25 per cent.; (j) the loan-to-value ratio of Loans in the Trust Property, after application of the LTV Test on the relevant Distribution Date, does not exceed the loan-to-value ratio (based on the LTV Test) of Loans in the Trust Property on the most recent previous Closing Date plus 0.50 0.25 per cent.; and (k) the First Reserve Fund has not been debited on or before the relevant Distribution Date for the purposes of curing a Principal Deficiency in respect of the Term Advances in circumstances where the First Reserve Fund has not been replenished by a corresponding amount by the relevant Distribution Date. Funding may not offer to make a payment to the Seller in consideration of for an increased share of increase in the Trust Property Funding Share after the any Interest Payment Date falling in October, 2010 if the on which any Issuer (including any New Issuer) does not exercise its option to redeem the Notes on the Interest Payment Date in July, 2010 or any New Notes issued by it pursuant to Condition 5(D) of the Terms and Conditions of such Notes or, as the First Issuer case may be, any New Notes is (but only where such right of redemption arises on or after a particular specified date and not exercisedas a result of the occurrence of any event specified in the Terms and Conditions).

ACQUISITION BY FUNDING OF AN INCREASED INTEREST IN THE TRUST. PROPERTY 4.1 OFFER TO ASSIGN AND CONDITIONS TO ASSIGNMENT On not more than 60 nor less than 30 days' written notice, Funding may offer to make a payment to the Seller so as to increase Funding's share of acquire an interest in the Trust Property with the effect of increasing the Funding Share and to cause a corresponding decrease in the Seller Share on the Distribution Date specified in that notice. Such offer shall only be made valid if the following conditions precedent are satisfied on the Distribution Date: (a) the Principal Deficiency Ledger does not have a debit balance (which remains outstanding) as at the most recent Interest Payment Date; (b) no Note Event of Default or Intercompany Loan Event of Default shall have occurred which is continuing or unwaived as at the relevant Distribution Date; (c) the Funding Security Trustee is not aware that the increase in the Funding share of the Trust Property (or the corresponding decrease in the Seller Share of the Trust Property) proposed acquisition would adversely affect the then current credit ratings by the Rating Agencies (or any of them) of the Notes; (d) the relevant Notes have been issued by the relevant Issuer, the subscription proceeds received on behalf of the relevant Issuer and advanced by the relevant Issuer to Funding pursuant to an Intercompany Loan Agreement, the proceeds of which will be applied by Funding to make the payment referred to in the notice on the relevant Distribution Date; (e) Funding has entered into, if necessary, a New Start-up Loan, a New Variable Rate Swapany new variable rate swap, New Fixed Floating Rate Swap new fixed floating rate swap and a New Tracker Rate Swap new tracker rate swap and adjustments have been made, if required, to the First Reserve FundsFund and the Second Reserve Fund; (f) receipt of a solvency certificate from the Seller in form and content acceptable to the Mortgages Trustee, Funding and the Funding Security Trustee; (g) as at the relevant Distribution Date, the aggregate Outstanding Principal Balance of Loans constituting comprised in the Trust Property, in respect of which the aggregate amount in arrear is more than three times the monthly payment then due, is less than 5 4 per cent. of the aggregate Outstanding Principal Balance of all Loans constituting comprised in the Trust Property; (h) unless otherwise agreed by Moody's, Standard and Poor's or Fitch, as the case xxx xx, the short term, unsecured, unguaranteed and unsubordinated debt obligations of the Seller are rated at least P-1 by Moody's, A-1 by Standard and Poor's and F1 by Fitch at the Fitcx xx xxe time of, and immediately following, the payment made by Funding on the relevant Distribution Dateproposed acquisition; (i) the product of the WAFF and WALS for the Loans constituting comprised in the Trust Property calculated on the relevant Distribution Date in the same way as for the Initial Portfolio (or as agreed by the Servicer and the Rating Agencies from time to time) does not exceed the product of the WAFF and WALS for the Loans constituting comprised in the Trust Property calculated on the most recent previous Closing Date, plus [0.25] 0.25 per cent.; (j) the loan-to-value ratio Moody's Portfolio Variation Test of the Loans in the Trust Property, after application of the LTV Test Xxxxfolio as calculated on the relevant Distribution Date, does not exceed the loan-to-value ratio (based on most recently determined Moody's Portfolio Variation Test Value as calculatxx xx xelation to the LTV Test) of Loans in the Trust Property on Portfolio as at the most recent previous Closing Date date on which Moody's performed a full pool analysis on the Portxxxxx (not to be less frequent than annually) plus 0.50 0.3 per cent.; and (k) the First Reserve Fund has not been debited on or before the relevant Distribution Date for the purposes of curing a Principal Deficiency in respect of the Term Advances in circumstances where the First Reserve Fund has not been replenished by a corresponding amount by the relevant Distribution Date. Funding may not offer to make a payment to the Seller in consideration of for an increased share of increase in the Trust Property Funding Share after the any Interest Payment Date falling in October, 2010 if the on which any Issuer (including any New Issuer) does not exercise its option to redeem the Notes on the Interest Payment Date in July, 2010 or any New Notes issued by it pursuant to Condition 5(D) of the Terms and Conditions of such Notes or, as the First Issuer case may be, any New Notes is (but only where such right of redemption arises on or after a particular specified date and not exercisedas a result of the occurrence of any event specified in the Terms and Conditions).

ACQUISITION BY FUNDING OF AN INCREASED INTEREST IN THE TRUST. PROPERTY 4.1 OFFER TO ASSIGN AND CONDITIONS TO ASSIGNMENT Offer to assign and conditions to assignment On not more than 60 nor less than 30 days' written notice, Funding may offer to make a payment to the Seller so as to increase Funding's share of acquire an interest in the Trust Property with the effect of increasing the Funding Share on the Distribution Date specified in that notice. Such offer shall only be made valid if the following conditions precedent are satisfied on the Distribution Date: (a) the Principal Deficiency Ledger does not have a debit balance (which remains outstanding) as at the most recent Interest Payment Date; (b) no Note Event of Default or Intercompany Loan Event of Default shall have occurred which is continuing or unwaived as at the relevant Distribution Date; (c) the Funding Security Trustee is not aware that the increase in the Funding share of the Trust Property (or the corresponding decrease in the Seller Share of the Trust Property) proposed acquisition would adversely affect the then current credit ratings by the Rating Agencies (or any of them) of the Notes; (d) the Notes have been issued by the relevant Issuer, the subscription proceeds received on behalf of the relevant Issuer and advanced by the relevant Issuer to Funding pursuant to an Intercompany Loan Agreement, the proceeds of which will be applied by Funding to make the payment referred to in the notice on the relevant Distribution Date; (e) Funding has entered into, if necessary, a New Start-up Loan, a New Variable Rate Swap, New Fixed Floating Rate Swap and a New Tracker Rate Swap and adjustments have been made, if required, to the First Reserve FundsFund and the Second Reserve Fund; (f) receipt of a solvency certificate from the Seller in form and content acceptable to the Mortgages Trustee, Funding and the Funding Security Trustee; (g) as at the relevant Distribution Date, the aggregate Outstanding Principal Balance of Loans constituting the Trust Property, in respect of which the aggregate amount in arrear is more than three times the monthly payment then due, is less than 5 per cent. of the aggregate Outstanding Principal Balance of all Loans constituting the Trust Property; (h) unless otherwise agreed by Moody's, Standard and Poor's or Fitch, as the case may xx, xxe short term, unsecured, unguaranteed and unsubordinated debt obligations of the Seller are rated at least P-1 by Moody's, A-1 by Standard and Poor's and F1 by Fitch at the time of, and immediately following, the payment made by Funding on the relevant Distribution Dateproposed acquisition; (i) the product of the WAFF and WALS for the Loans constituting the Trust Property calculated on the relevant Distribution Date in the same way as for the Initial Portfolio (or as agreed by the Servicer and the Rating Agencies from time to time) does not exceed the product of the WAFF and WALS for the Loans constituting the Trust Property calculated on the most recent previous Closing Date, plus [0.25] 0.25 per cent.; (j) the loan-to-value ratio of Loans in the Trust Property, after application of the LTV Test on the relevant Distribution Date, does not exceed the loan-to-value ratio (based on the LTV Test) of Loans in the Trust Property on the most recent previous Closing Date plus 0.50 0.25 per cent.; and (k) the First Reserve Fund has and the Second Reserve Fund have not been debited on or before the relevant Distribution Date for the purposes of curing a Principal Deficiency in respect of the Term Advances in circumstances where the First Reserve Fund or the Second Reserve Fund (as applicable) has not been replenished by a corresponding amount by the relevant Distribution Date. Funding may not offer to make a payment to the Seller in consideration of for an increased share of increase in the Trust Property Funding Share after the any Interest Payment Date falling in October, 2010 if the on which any Issuer (including any New Issuer) does not exercise its option to redeem the Notes on the Interest Payment Date in July, 2010 or any New Notes issued by it pursuant to Condition 5(D) of the Terms and Conditions of such Notes or, as the First Issuer Notes is not exercisedcase may be, any New Notes.

ACQUISITION BY FUNDING OF AN INCREASED INTEREST IN THE TRUST. PROPERTY 4.1 OFFER TO ASSIGN AND CONDITIONS TO ASSIGNMENT On not more than 60 nor less than 30 days' written notice, Funding may offer to make a payment to the Seller so as to increase Funding's share of acquire an interest in the Trust Property with the effect of increasing the Funding Share on the Distribution Date specified in that notice. Such offer shall only be made valid if the following conditions precedent are satisfied on the Distribution Date: (a) the Principal Deficiency Ledger does not have a debit balance (which remains outstanding) as at the most recent Interest Payment Date; (b) no Note Event of Default or Intercompany Loan Event of Default shall have occurred which is continuing or unwaived as at the relevant Distribution Date; (c) the Funding Security Trustee is not aware that the increase in the Funding share of the Trust Property (or the corresponding decrease in the Seller Share of the Trust Property) proposed acquisition would adversely affect the then current credit ratings by the Rating Agencies (or any of them) of the Notes; (d) the relevant Notes have been issued by the relevant Issuer, the subscription proceeds received on behalf of the relevant Issuer and advanced by the relevant Issuer to Funding pursuant to an Intercompany Loan Agreement, the proceeds of which will be applied by Funding to make the payment referred to in the notice on the relevant Distribution Date; (e) Funding has entered into, if necessary, a New Start-up Loan, a New Variable Rate Swapany new variable rate swap, New Fixed Floating Rate Swap new fixed floating rate swap and a New Tracker Rate Swap new tracker rate swap and adjustments have been made, if required, to the First Reserve FundsFund and the Second Reserve Fund; (f) receipt of a solvency certificate from the Seller in form and content acceptable to the Mortgages Trustee, Funding and the Funding Security Trustee; (g) as at the relevant Distribution Date, the aggregate Outstanding Principal Balance of Loans constituting the Trust Property, in respect of which the aggregate amount in arrear is more than three times the monthly payment then due, is less than 5 4 per cent. of the aggregate Outstanding Principal Balance of all Loans constituting the Trust Property; (h) unless otherwise agreed by Moody's, Standard and Poor's or Fitch, as the cxxx xxy be, the short term, unsecured, unguaranteed and unsubordinated debt obligations of the Seller are rated at least P-1 by Moody's, A-1 by Standard and Poor's and F1 by Fitch at the xx xxx time of, and immediately following, the payment made by Funding on the relevant Distribution Dateproposed acquisition; (i) the product of the WAFF and WALS for the Loans constituting the Trust Property calculated on the relevant Distribution Date in the same way as for the Initial Portfolio (or as agreed by the Servicer and the Rating Agencies from time to time) does not exceed the product of the WAFF and WALS for the Loans constituting the Trust Property calculated on the most recent previous Closing Date, plus [0.25] 0.25 per cent.; (j) the loan-to-value ratio of Loans in the Trust Property, after application of the LTV Test on the relevant Distribution Date, does not exceed the loan-to-value ratio (based on the LTV Test) of Loans in the Trust Property on the most recent previous Closing Date plus 0.50 0.25 per cent.; and (k) the First Reserve Fund has not been debited on or before the relevant Distribution Date for the purposes of curing a Principal Deficiency in respect of the Term Advances in circumstances where the First Reserve Fund has not been replenished by a corresponding amount by the relevant Distribution Date. Funding may not offer to make a payment to the Seller in consideration of for an increased share of increase in the Trust Property Funding Share after the any Interest Payment Date falling in October, 2010 if the on which any Issuer (including any New Issuer) does not exercise its option to redeem the Notes on the Interest Payment Date in July, 2010 or any New Notes issued by it pursuant to Condition 5(D) of the Terms and Conditions of such Notes or, as the First Issuer case may be, any New Notes is (but only where such right of redemption arises on or after a particular specified date and not exercisedas a result of the occurrence of any event specified in the Terms and Conditions).