Modification to Transaction Documents. (1) Subject to Sections 7.03(2) and (3) below, the Bond Trustee may from time to time and at any time without any consent or sanction of the Secured Creditors (other than any Secured Creditor who is a party to the relevant document) concur with any person in making or sanctioning any modification (disregarding whether any such modification relates to a Series Reserved Matter):
(a) to the Covered Bonds of any one or more Series, the related Receipts and/or Coupons or any of the Transaction Documents provided that the Bond Trustee is of the opinion that such modification will not be materially prejudicial to the interests of the Holders of Covered Bonds of any series and notice of such modification is given to the Rating Agencies prior to such modification becoming effective; or
(b) to the Covered Bonds of any one or more Series, the related Receipts and/or Coupons or any of the Transaction Documents which in the Bond Trustee's opinion is of a formal, minor or technical nature or is made to correct a manifest error or an error established as such to the satisfaction of the Bond Trustee, or to comply with mandatory provisions of law. In establishing whether an error is established as such, the Bond Trustee may have regard to any evidence which the Bond Trustee considers reasonable to rely upon and may, but shall not be obliged to, have regard to all or any of the following:
(i) a certificate from any of the Arrangers:
(1) stating the intention of the parties to the relevant Transaction Document;
(2) confirming nothing has been said to or by investors or any other parties which is in any way inconsistent with the stated intention; and
(3) stating the modification to the relevant Transaction Document is required to reflect such intention; or
Modification to Transaction Documents. (a) Without prejudice to Clause 23.6 (Consent of Security Trustee), the Security Trustee may from time to time and at any time without any consent or sanction of the Second Issuer Secured Creditors concur with any person in making or sanctioning any modification:
(i) to any of the Transaction Documents which in the opinion of the Security Trustee it may be expedient to make, provided that the Security Trustee is of the opinion, acting reasonably, that such modification will not be materially prejudicial to the interests of the Second Issuer Secured Creditors or, if it is not of that opinion in relation to any Second Issuer Secured Creditor, such Second Issuer Secured Creditor has given its written consent to such modification; or
(ii) to any of the Transaction Documents which in the Security Trustee's opinion is made to correct a manifest error or is of a formal, minor or technical nature.
(b) Without prejudice to Clause 23.6 (Consent of Security Trustee) and subject to paragraph (c) below, the Security Trustee shall be required to give its consent to any modifications to the Mortgage Sale Agreement, the Servicing Agreement, the Cash Management Agreement, the Funding 1 Deed of Charge, the Funding 1 Liquidity Facility Agreement, the Funding 1 Swap Agreement, the Intercompany Loan Terms and Conditions, the Bank Account Agreement and the Master Definitions and Construction Schedule that are requested by Funding 1 or the Cash Manager, provided that (i) the Funding 1 Liquidity Facility Provider, the Funding 1 Swap Provider and each of the Second Issuer Swap Providers provide written confirmation to the Security Trustee consenting to such modification of any and all of those documents listed under this paragraph (b) to which they are, respectively, a party (such consent not to be unreasonably withheld) and in any event such consent shall be deemed to be given by each of the Funding 1 Liquidity Facility Provider, the Funding 1 Swap Provider and each Second Issuer Swap Provider (as the case may be) if no written response is received by the Security Trustee from each party, respectively, by the tenth Business Day after the Security Trustee's request for such consent and (ii) Funding 1 or the Cash Manager, as the case may be, has certified to the Security Trustee in writing that such modifications are required in order to accommodate:
(i) the entry by Funding 1 into New Intercompany Loan Agreements and/or the addition of other relevant creditors to the Transaction D...
Modification to Transaction Documents. The Security Trustee may from time to time and at any time without any consent or sanction of the Funding Secured Creditors concur with any person in making or sanctioning any modification:
(a) to any of the Transaction Documents which in the opinion of the Security Trustee it may be expedient to make, provided that the Security Trustee is of the opinion acting reasonably that such modification will not be materially prejudicial to the interests of the Funding Secured Creditors or, if it is not of that opinion in relation to any Funding Secured Creditor, such Funding Secured Creditor has given its written consent to such modification;
(b) to any of the Transaction Documents which in the Security Trustee's opinion is made to correct a manifest error or is of a formal, minor or technical nature;
(c) to any of the Transaction Documents provided the Rating Agencies confirm that as a result of such modification there will not be any adverse effect on the then current ratings by the Rating Agencies of the existing Notes of any Issuer; or
(d) to any of the Transaction Documents which it may be necessary to make or which are required by the Rating Agencies in respect of any Additional Liquidity Facility Agreement that Funding is required to enter into pursuant to CLAUSE 10.6 of this Deed. Any such modification shall be binding on the Funding Secured Creditors and, unless the Security Trustee otherwise agrees, notice thereof shall be given by Funding to the Funding Secured Creditors as soon as practicable thereafter. Each of the Funding Secured Creditors agrees from time to time to do and perform such other and further acts and execute and deliver any and all such other instruments as may be required by law or requested by the other party at the other party's expense to establish, maintain and protect the rights and remedies of the other party and carry out and effect the intent and purpose of this CLAUSE 25.7 (Modifications to Transaction Documents).
Modification to Transaction Documents. The Security Trustee may from time to time and at any time without any consent or sanction of the Funding Secured Creditors concur with any person in making or sanctioning any modification:
(a) to any of the Transaction Documents which in the opinion of the Security Trustee it may be expedient to make, provided that the Security Trustee is of the opinion acting reasonably that such modification will not be materially prejudicial to the interests of the Funding Secured Creditors or, if it is not of that opinion in relation to any Funding Secured Creditor, such Funding Secured Creditor has given its written consent to such modification;
(b) to any of the Transaction Documents which in the Security Trustee's opinion is made to correct a manifest error or is of a formal, minor or technical nature;
(c) to any of the Transaction Documents provided the Rating Agencies confirm that as a result of such modification there will not be any adverse effect on the then current ratings by the Rating Agencies of the existing Notes of any Issuer; or
(d) to any of the Transaction Documents which it may be necessary to make or which are required by the Rating Agencies in respect of any Additional Liquidity Facility Agreement that Funding is required to enter into pursuant to CLAUSE 10.6 of this Deed. Any such modification shall be binding on the Funding Secured Creditors and, unless the Security Trustee otherwise agrees, notice thereof shall be given by Funding to the Funding Secured Creditors as soon as practicable thereafter. Each of the Funding Secured Creditors agrees from time to time to do and perform such other and further acts and execute and deliver any and all such other instruments as may be required by law or requested by the other party at the other party's expense to establish, maintain and protect the rights and remedies of the other party and carry out and effect the intent and purpose of this CLAUSE 25.7 (Modifications to Transaction Documents).
