Common use of Modification to Transaction Documents Clause in Contracts

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 Seventh Issuer Secured Creditors concur with the Seventh Issuer or any person in making or sanctioning any modification: (i) to any of the Seventh Issuer 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 Seventh Issuer Secured Creditor or, if it is not of that opinion in relation to any Seventh Issuer Secured Creditor, such Seventh Issuer Secured Creditor has given its written consent to such modification; or (ii) to any of the Seventh Issuer Transaction Documents which in the Security Trustee's opinion is made to correct a manifest error or an error established as such to the satisfaction of the Security Trustee 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 the Seventh 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 the Seventh Issuer Swap Providers (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 Documents; (ii) the issue of new types of notes by New Issuers; (iii) the inclusion of Funding 2 as a beneficiary of the Mortgages Trust; (iv) the issue of new notes by Funding 2; (v) the sale of New Loan Types to the Mortgages Trustee; (vi) changes to be made to the Reserve Fund Required Amount the Liquidity Reserve Fund Required Amount and/or the manner in which the Reserve Funds are funded; (vii) changes to be made to the definitions of Asset Trigger Event and Non-Asset Trigger Event; and (viii) the addition of an Additional Funding 1 Liquidity Facility pursuant to the terms of the Funding 1 Deed of Charge. (c) The Security Trustee shall only be required to give its consent to the modifications set out in paragraph (b) above if the Security Trustee is satisfied that: (i) in respect of the matters set out in paragraphs (b)(i) to (b)(iv) inclusive, the relevant conditions precedent to, as applicable, the addition of New Issuers (as set out in CLAUSE 2.2 of the Intercompany Loan Terms and Conditions), the inclusion of Funding 2 as a beneficiary of the Mortgages Trust (as set out in CLAUSE 13 (Funding 2 becomes a beneficiary of the Mortgages Trust) of the Mortgages Trust Deed) and the sale of New Loans to the Mortgages Trustee (as set out in CLAUSE 4 (Sale and Purchase of New Portfolios) of the Mortgage Sale Agreement), have been satisfied; and (ii) in respect of the matters set out in paragraphs (b)(i) to (b)(vii) inclusive, the Security Trustee has received written confirmation from each of the Rating Agencies that the relevant modifications will not adversely affect the then current ratings of the Seventh Issuer Notes. (d) Each Seventh Issuer Secured Creditor hereby acknowledges that the Security Trustee is required to make the modifications set out in paragraph (b) above (subject to paragraph (c)), and each Seventh Issuer Secured Creditor further acknowledges that such modifications may adversely affect the manner in which the Mortgages Trustee allocates monies to Funding 1 and/or the manner in which Funding 1 pays monies to the Seventh Issuer and/or the amount of monies available to the Seventh Issuer to meet the Seventh Issuer Secured Obligations. Each Seventh Issuer Secured Creditor agrees that such modifications shall be binding on it and unless the Security Trustee otherwise agrees, notice thereof shall be given by the Seventh Issuer Cash Manager to the Seventh Issuer Secured Creditors as soon as practicable after the modifications have been made. (e) Each of the Seventh Issuer 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 documents and 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 23.8.

Modification to Transaction Documents. ‌ (a1) Without prejudice Subject to CLAUSE 23.6 Sections 7.03(2) and (Consent of Security Trustee)3) below, the Security Bond Trustee may from time to time and at any time without any consent or sanction of the Seventh Issuer Secured Creditors (other than any Secured Creditor who is a party to the relevant document) concur with the Seventh Issuer or any person in making or sanctioning any modification:modification (disregarding whether any such modification relates to a Series Reserved Matter): (ia) to the Covered Bonds of any one or more Series, the related Receipts and/or Coupons or any of the Seventh Issuer Transaction Documents which in the opinion of the Security Trustee it may be expedient to make, provided that the Security Bond Trustee is of the opinion, acting reasonably, opinion that such modification will not be materially prejudicial to the interests of the Seventh Issuer Secured Creditor or, if it Holders of Covered Bonds of any series and notice of such modification is not of that opinion in relation given to any Seventh Issuer Secured Creditor, such Seventh Issuer Secured Creditor has given its written consent the Rating Agencies prior to such modificationmodification becoming effective; or (iib) to the Covered Bonds of any one or more Series, the related Receipts and/or Coupons or any of the Seventh Issuer Transaction Documents which in the Security 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 Security 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 (ii) Rating Agency Confirmation in respect of a formal, minor or technical naturesuch modification. (b2) Without prejudice to CLAUSE 23.6 The prior consent of the Bond Trustee and the other Secured Creditors (Consent of Security other than the Bond Trustee) will not be required or obtained in relation to the accession of any New Seller to the Programme provided that the relevant conditions precedent set out in the Dealership Agreement and subject to paragraph the Mortgage Sale Agreement are satisfied at the time of the intended accession. (c3) below, the Security The Bond Trustee shall be required obliged to give its consent concur in and to effect 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 Transaction Documents that are requested by Funding 1 the Guarantor LP or the Cash ManagerManager to accommodate the accession of a New Seller to the Programme subject to the provisions of Section 7.03(1) being satisfied and, provided that (i) the Funding 1 Liquidity Facility Provider, the Funding 1 Interest Rate Swap Provider and each of the Seventh Issuer Covered Bond Swap Providers provide written confirmation to the Security Bond Trustee consenting to such modification of any and all of those documents listed under this paragraph (b) to which they are, respectively, are a party (such consent not to be unreasonably withheld) and in any event such (which consent shall be deemed to be given by the Interest Rate Swap Provider and each of the Funding 1 Liquidity Facility Provider, the Funding 1 Swap Provider and the Seventh Issuer Covered Bond Swap Providers (as the case may be) if no written response is received by the Security Bond Trustee from each party, respectively, by the tenth Business Day after the Security Bond Trustee's request for such consent consent) and (ii) Funding 1 the Guarantor LP or the Cash Manager, as the case may be, has certified to the Security Bond 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 Documents; (ii) the issue of new types of notes by New Issuers; (iii) the inclusion of Funding 2 as a beneficiary of the Mortgages Trust; (iv) the issue of new notes by Funding 2; (v) the sale of New Loan Types to the Mortgages Trustee; (vi) changes to be made to the Reserve Fund Required Amount the Liquidity Reserve Fund Required Amount and/or the manner in which the Reserve Funds are funded; (vii) changes to be made to the definitions of Asset Trigger Event and Non-Asset Trigger Event; and (viii) the addition of an Additional Funding 1 Liquidity Facility pursuant to the terms of the Funding 1 Deed of Charge. (c) The Security Trustee shall only be required to give its consent to the modifications set out in paragraph (b) above if the Security Trustee is satisfied that: (i) in respect of the matters set out in paragraphs (b)(i) to (b)(iv) inclusive, the relevant conditions precedent to, as applicable, accommodate the addition of New Issuers Sellers to the Programme and (as iii) all other conditions precedent to the accession of a New Seller to the Programme set out in CLAUSE 2.2 of the Intercompany Loan Terms and Conditions)Dealership Agreement, the inclusion of Funding 2 as a beneficiary of the Mortgages Trust (as set out in CLAUSE 13 (Funding 2 becomes a beneficiary of the Mortgages Trust) of the Mortgages Trust Deed) and the sale of New Loans to the Mortgages Trustee (as set out in CLAUSE 4 (Sale and Purchase of New Portfolios) of the Mortgage Sale Agreement), the Servicing Agreement, the Guarantor LP Agreement and any other Transaction Documents have been satisfied; and (ii) in respect satisfied at the time of the matters set out in paragraphs (b)(i) to (b)(vii) inclusive, the Security Trustee has received written confirmation from each of the Rating Agencies that the relevant modifications will not adversely affect the then current ratings of the Seventh Issuer Notesaccession. (d4) Each Seventh Issuer Secured Creditor hereby acknowledges that the Security Trustee is required to make the modifications set out in paragraph (b) above (subject to paragraph (c)), and each Seventh Issuer Secured Creditor further acknowledges that such modifications may adversely affect the manner in which the Mortgages Trustee allocates monies to Funding 1 and/or the manner in which Funding 1 pays monies to the Seventh Issuer and/or the amount of monies available to the Seventh Issuer to meet the Seventh Issuer Secured Obligations. Each Seventh Issuer Secured Creditor agrees that any such modifications effected pursuant to this Section 7.03 shall be binding on it and unless the Security Bond Trustee otherwise agrees, notice thereof shall be given by the Seventh Issuer Cash Manager Servicer to the Seventh Issuer Secured Creditors as soon as practicable after the modifications have been made. (e5) Each of the Seventh Issuer 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 documents and 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 23.8Section 7.03.

Modification to Transaction Documents. (a1) Without prejudice Subject to CLAUSE 23.6 (Consent of Security Trustee)Section 8.02(2) and Section 8.02(3) below, the Security Bond Trustee may from time to time and at any time without any consent or sanction of the Seventh Issuer Secured Creditors (other than any Secured Creditor who is a party to the relevant document) concur with the Seventh Issuer or any person in making or sanctioning any modification:modification (subject to any modification relating to a Series Reserved Matter): (ia) to the Covered Bonds of any one or more Series, the related Receipts and/or Coupons or any of the Seventh Issuer Transaction Documents which in the opinion of the Security Trustee it may be expedient to make, provided that the Security Bond Trustee is of the opinion, acting reasonably, opinion that such modification will not be materially prejudicial to the interests of the Seventh Issuer Secured Creditor or, if it Holders of Covered Bonds of any series and notice of such modification is not of that opinion in relation given to any Seventh Issuer Secured Creditor, such Seventh Issuer Secured Creditor has given its written consent the Rating Agencies prior to such modificationmodification becoming effective; or (iib) to the Covered Bonds of any one or more Series, the related Receipts and/or Coupons or any of the Seventh Issuer Transaction Documents which in the Security Bond Trustee's ’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 Security 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 (ii) Rating Agency Confirmation in respect of a formal, minor or technical naturesuch modification. (b2) Without prejudice to CLAUSE 23.6 The prior consent of the Bond Trustee and the other Secured Creditors (Consent of Security other than the Bond Trustee) will not be required or obtained in relation to the accession of any New Seller to the Programme provided that the relevant conditions precedent set out in the Dealership Agreement and subject to paragraph the Mortgage Sale Agreement are satisfied at the time of the intended accession. (c3) below, the Security The Bond Trustee shall be required obliged to give its consent concur in and to effect 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 Transaction Documents that are requested by Funding 1 the Guarantor or the Cash ManagerManager to accommodate the accession of a New Seller to the Programme subject to the provisions of Section 8.02(1) being satisfied and, provided that (i) the Funding 1 Liquidity Facility Provider, the Funding 1 Interest Rate Swap Provider and each of the Seventh Issuer Covered Bond Swap Providers provide written confirmation to the Security Bond Trustee consenting to such modification of any and all of those documents listed under this paragraph (b) to which they are, respectively, are a party (such consent not to be unreasonably withheld) and in any event such (which consent shall be deemed to be given by the Interest Rate Swap Provider and each of the Funding 1 Liquidity Facility Provider, the Funding 1 Swap Provider and the Seventh Issuer Covered Bond Swap Providers (as the case may be) if no written response is received by the Security Bond Trustee from each party, respectively, by the tenth Toronto Business Day after the Security Bond Trustee's ’s request for such consent consent) and (ii) Funding 1 the Guarantor or the Cash Manager, as the case may be, has certified to the Security Bond 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 Documents; (ii) the issue of new types of notes by New Issuers; (iii) the inclusion of Funding 2 as a beneficiary of the Mortgages Trust; (iv) the issue of new notes by Funding 2; (v) the sale of New Loan Types to the Mortgages Trustee; (vi) changes to be made to the Reserve Fund Required Amount the Liquidity Reserve Fund Required Amount and/or the manner in which the Reserve Funds are funded; (vii) changes to be made to the definitions of Asset Trigger Event and Non-Asset Trigger Event; and (viii) the addition of an Additional Funding 1 Liquidity Facility pursuant to the terms of the Funding 1 Deed of Charge. (c) The Security Trustee shall only be required to give its consent to the modifications set out in paragraph (b) above if the Security Trustee is satisfied that: (i) in respect of the matters set out in paragraphs (b)(i) to (b)(iv) inclusive, the relevant conditions precedent to, as applicable, accommodate the addition of New Issuers Sellers to the Programme and (as iii) all other conditions precedent to the accession of a New Seller to the Programme set out in CLAUSE 2.2 of the Intercompany Loan Terms and Conditions)Dealership Agreement, the inclusion of Funding 2 as a beneficiary of the Mortgages Trust (as set out in CLAUSE 13 (Funding 2 becomes a beneficiary of the Mortgages Trust) of the Mortgages Trust Deed) and the sale of New Loans to the Mortgages Trustee (as set out in CLAUSE 4 (Sale and Purchase of New Portfolios) of the Mortgage Sale Agreement), the Servicing Agreement, the Guarantor Agreement and any other Transaction Documents have been satisfied; and (ii) in respect satisfied at the time of the matters set out in paragraphs (b)(i) to (b)(vii) inclusive, the Security Trustee has received written confirmation from each of the Rating Agencies that the relevant modifications will not adversely affect the then current ratings of the Seventh Issuer Notesaccession. (d4) Each Seventh Issuer Secured Creditor hereby acknowledges that the Security Trustee is required to make the modifications set out in paragraph (b) above (subject to paragraph (c)), and each Seventh Issuer Secured Creditor further acknowledges that such modifications may adversely affect the manner in which the Mortgages Trustee allocates monies to Funding 1 and/or the manner in which Funding 1 pays monies to the Seventh Issuer and/or the amount of monies available to the Seventh Issuer to meet the Seventh Issuer Secured Obligations. Each Seventh Issuer Secured Creditor agrees that any such modifications effected pursuant to this Section 8.02 shall be binding on it and unless the Security Bond Trustee otherwise agrees, notice thereof shall be given by the Seventh Issuer Cash Manager Servicer to the Seventh Issuer Secured Creditors as soon as practicable after the modifications have been made. (e5) Each of the Seventh Issuer Secured Creditors and the Bond Trustee, on behalf of the holders of the Covered Bonds, agrees from time to time to do and perform such other and further acts and execute and deliver any and all such other documents and instruments as may be required by law or requested by the other party at the other party's ’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 23.8Section 8.02.

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 Seventh Third Issuer Secured Creditors concur with the Seventh Issuer or any person in making or sanctioning any modification: (i) to any of the Seventh Issuer 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 Seventh Third Issuer Secured Creditor Creditors or, if it is not of that opinion in relation to any Seventh Third Issuer Secured Creditor, such Seventh Third Issuer Secured Creditor has given its written consent to such modification; or (ii) to any of the Seventh Issuer Transaction Documents which in the Security Trustee's opinion is made to correct a manifest error or an error established as such to the satisfaction of the Security Trustee 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 Amended and Restated 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 Seventh Third 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 the Seventh each Third Issuer Swap Providers 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 Documents; (ii) the issue of new types of notes by New Issuers; (iii) the inclusion of Funding 2 as a beneficiary of the Mortgages Trust; (iv) the issue of new notes by Funding 2; (v) the sale assignment of New Loan Types to the Mortgages Trustee; (vi) changes to be made to the Reserve Fund Required Amount the Liquidity Reserve Fund Required Amount and/or the manner in which the Reserve Funds are Fund is funded; (vii) changes to be made to the definitions of Asset Trigger Event and Non-Asset Trigger Event; and (viii) the addition of an Additional Funding 1 Liquidity Facility pursuant to the terms of the Funding 1 Deed of Charge. (c) The Security Trustee shall only be required to give its consent to the modifications set out in paragraph (b) above if the Security Trustee is satisfied that: (i) in respect of the matters set out in paragraphs (b)(i) to (b)(iv) inclusive, the relevant conditions precedent to, as applicable, the addition of New Issuers (as set out in CLAUSE Clause 2.2 of the Intercompany Loan Terms and Conditions), the inclusion of Funding 2 as a beneficiary of the Mortgages Trust (as set out in CLAUSE Clause 13 (Funding 2 becomes a beneficiary of the Mortgages Trust) of the Mortgages Trust Deed) and the sale assignment of New Loans to the Mortgages Trustee (as set out in CLAUSE Clause 4 (Sale and Purchase of New Portfolios) of the Mortgage Sale Agreement), have been satisfied; and (ii) in respect of the matters set out in paragraphs (b)(i) to (b)(vii) inclusive, the Security Trustee has received written confirmation from each of the Rating Agencies that the relevant modifications will not adversely affect the then current ratings of the Seventh Issuer Notes. (d) Each Seventh Third Issuer Secured Creditor hereby acknowledges that the Security Trustee is required to make the modifications set out in paragraph (b) above (subject to paragraph (c)), and each Seventh Third Issuer Secured Creditor further acknowledges that such modifications may adversely affect the manner in which the Mortgages Trustee allocates monies to Funding 1 and/or the manner in which Funding 1 pays monies to the Seventh Third Issuer and/or the amount of monies available to the Seventh Third Issuer to meet the Seventh Third Issuer Secured Obligations. Each Seventh Third Issuer Secured Creditor agrees that such modifications shall be binding on it and unless the Security Trustee otherwise agrees, notice thereof shall be given by the Seventh Third Issuer Cash Manager to the Seventh Third Issuer Secured Creditors as soon as practicable after the modifications have been made. (e) Each of the Seventh Third Issuer 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 documents and 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 Clause 23.8.

Modification to Transaction Documents. (a1) Without prejudice Subject to CLAUSE 23.6 (Consent of Security Trustee)Section 8.03(2) and Section 8.03(3) below, the Security Bond Trustee may from time to time and at any time without any consent or sanction of the Seventh Issuer Secured Creditors (other than any Secured Creditor who is a party to the relevant document) concur with the Seventh Issuer or any person in making or sanctioning any modification:modification (subject to any modification relating to a Series Reserved Matter): (ia) to the Covered Bonds of any one or more Series, the related Receipts and/or Coupons or any of the Seventh Issuer Transaction Documents which in the opinion of the Security Trustee it may be expedient to make, provided that the Security Bond Trustee is of the opinion, acting reasonably, opinion that such modification will not be materially prejudicial to the interests of the Seventh Issuer Secured Creditor or, if it Holders of Covered Bonds of any series and notice of such modification is not of that opinion in relation given to any Seventh Issuer Secured Creditor, such Seventh Issuer Secured Creditor has given its written consent the Rating Agencies prior to such modificationmodification becoming effective; or (iib) to the Covered Bonds of any one or more Series, the related Receipts and/or Coupons or any of the Seventh Issuer Transaction Documents which in the Security Bond Trustee's ’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 Security 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 (ii) Rating Agency Confirmation in respect of a formal, minor or technical naturesuch modification. (b2) Without prejudice to CLAUSE 23.6 The prior consent of the Bond Trustee and the other Secured Creditors (Consent of Security other than the Bond Trustee) will not be required or obtained in relation to the accession of any New Seller to the Program provided that the relevant conditions precedent set out in the Dealership Agreement and subject to paragraph the Mortgage Sale Agreement are satisfied at the time of the intended accession. (c3) below, the Security The Bond Trustee shall be required obliged to give its consent concur in and to effect 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 Transaction Documents that are requested by Funding 1 the Guarantor or the Cash ManagerManager to accommodate the accession of a New Seller to the Program subject to the provisions of Section 8.03(1) being satisfied and, provided that (i) the Funding 1 Liquidity Facility Provider, the Funding 1 Swap Provider and the Seventh 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 the Seventh Issuer Swap Providers (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 Guarantor or the Cash Manager, as the case may be, has certified to the Security Bond 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 Documents; (ii) the issue of new types of notes by New Issuers; (iii) the inclusion of Funding 2 as a beneficiary of the Mortgages Trust; (iv) the issue of new notes by Funding 2; (v) the sale of New Loan Types to the Mortgages Trustee; (vi) changes to be made to the Reserve Fund Required Amount the Liquidity Reserve Fund Required Amount and/or the manner in which the Reserve Funds are funded; (vii) changes to be made to the definitions of Asset Trigger Event and Non-Asset Trigger Event; and (viii) the addition of an Additional Funding 1 Liquidity Facility pursuant to the terms of the Funding 1 Deed of Charge. (c) The Security Trustee shall only be required to give its consent to the modifications set out in paragraph (b) above if the Security Trustee is satisfied that: (i) in respect of the matters set out in paragraphs (b)(i) to (b)(iv) inclusive, the relevant conditions precedent to, as applicable, accommodate the addition of New Issuers Sellers to the Program and (as ii) all other conditions precedent to the accession of a New Seller to the Program set out in CLAUSE 2.2 of the Intercompany Loan Terms and Conditions)Dealership Agreement, the inclusion of Funding 2 as a beneficiary of the Mortgages Trust (as set out in CLAUSE 13 (Funding 2 becomes a beneficiary of the Mortgages Trust) of the Mortgages Trust Deed) and the sale of New Loans to the Mortgages Trustee (as set out in CLAUSE 4 (Sale and Purchase of New Portfolios) of the Mortgage Sale Agreement), the Servicing Agreement, the Guarantor Agreement and any other Transaction Documents have been satisfied; and (ii) in respect satisfied at the time of the matters set out in paragraphs (b)(i) to (b)(vii) inclusive, the Security Trustee has received written confirmation from each of the Rating Agencies that the relevant modifications will not adversely affect the then current ratings of the Seventh Issuer Notesaccession. (d4) Each Seventh Issuer Secured Creditor hereby acknowledges that the Security Trustee is required to make the modifications set out in paragraph (b) above (subject to paragraph (c)), and each Seventh Issuer Secured Creditor further acknowledges that such modifications may adversely affect the manner in which the Mortgages Trustee allocates monies to Funding 1 and/or the manner in which Funding 1 pays monies to the Seventh Issuer and/or the amount of monies available to the Seventh Issuer to meet the Seventh Issuer Secured Obligations. Each Seventh Issuer Secured Creditor agrees that any such modifications effected pursuant to this Section 8.03 shall be binding on it and unless the Security Bond Trustee otherwise agrees, notice thereof shall be given by the Seventh Issuer Cash Manager Servicer to the Seventh Issuer Secured Creditors as soon as practicable after the modifications have been made. (e5) Each of the Seventh Issuer Secured Creditors and the Bond Trustee, on behalf of the holders of the Covered Bonds, agrees from time to time to do and perform such other and further acts and execute and deliver any and all such other documents and instruments as may be required by law or requested by the other party at the other party's ’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 23.8Section 8.03.

Modification to Transaction Documents. (a1) Without prejudice Subject to CLAUSE 23.6 (Consent of Security Trustee)Section 8.02(2) and Section 8.02(3) below, the Security Bond Trustee may from time to time and at any time without any consent or sanction of the Seventh Issuer Secured Creditors (other than any Secured Creditor who is a party to the relevant document) concur with the Seventh Issuer or any person in making or sanctioning any modification:modification (and for this purpose, the Bond Trustee may disregard whether any such modification relates to a Series Reserved Matter): (ia) to the Covered Bonds of any one or more Series, the related Receipts and/or Coupons or any of the Seventh Issuer Transaction Documents which in the opinion of the Security Trustee it may be expedient to make, provided that the Security Bond Trustee is of the opinion, acting reasonably, opinion that such modification will not be materially prejudicial to the interests of the Seventh Issuer Secured Creditor or, if it Holders of Covered Bonds of any series and notice of such modification is not of that opinion in relation given to any Seventh Issuer Secured Creditor, such Seventh Issuer Secured Creditor has given its written consent the Rating Agencies prior to such modificationmodification becoming effective; or (iib) to the Covered Bonds of any one or more Series, the related Receipts and/or Coupons or any of the Seventh Issuer Transaction Documents which in the Security Bond Trustee's ’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 Security 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 (ii) Rating Agency Confirmation in respect of a formal, minor or technical naturesuch modification. (b2) Without prejudice to CLAUSE 23.6 The prior consent of the Bond Trustee and the other Secured Creditors (Consent of Security other than the Bond Trustee) will not be required or obtained in relation to the accession of any New Seller to the Programme provided that the relevant conditions precedent set out in the Dealership Agreement and subject to paragraph the Hypothecary Loan Sale Agreement are satisfied at the time of the intended accession. (c3) below, the Security The Bond Trustee shall be required obliged to give its consent concur in and to effect 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 Transaction Documents that are requested by Funding 1 the Guarantor or the Cash ManagerManager to accommodate the accession of a New Seller to the Programme subject to the provisions of Section 8.02(1) being satisfied and, provided that (i) the Funding 1 Liquidity Facility Provider, the Funding 1 Interest Rate Swap Provider and each of the Seventh Issuer Covered Bond Swap Providers provide written confirmation to the Security Bond Trustee consenting to such modification of any and all of those documents listed under this paragraph (b) to which they are, respectively, are a party (such consent not to be unreasonably withheld) and in any event such (which consent shall be deemed to be given by the Interest Rate Swap Provider and each of the Funding 1 Liquidity Facility Provider, the Funding 1 Swap Provider and the Seventh Issuer Covered Bond Swap Providers (as the case may be) if no written response is received by the Security Bond Trustee from each party, respectively, by the tenth Montreal Business Day after the Security Bond Trustee's ’s request for such consent consent) and (ii) Funding 1 the Guarantor or the Cash Manager, as the case may be, has certified to the Security Bond 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 Documents; (ii) the issue of new types of notes by New Issuers; (iii) the inclusion of Funding 2 as a beneficiary of the Mortgages Trust; (iv) the issue of new notes by Funding 2; (v) the sale of New Loan Types to the Mortgages Trustee; (vi) changes to be made to the Reserve Fund Required Amount the Liquidity Reserve Fund Required Amount and/or the manner in which the Reserve Funds are funded; (vii) changes to be made to the definitions of Asset Trigger Event and Non-Asset Trigger Event; and (viii) the addition of an Additional Funding 1 Liquidity Facility pursuant to the terms of the Funding 1 Deed of Charge. (c) The Security Trustee shall only be required to give its consent to the modifications set out in paragraph (b) above if the Security Trustee is satisfied that: (i) in respect of the matters set out in paragraphs (b)(i) to (b)(iv) inclusive, the relevant conditions precedent to, as applicable, accommodate the addition of New Issuers Sellers to the Programme and (as iii) all other conditions precedent to the accession of a New Seller to the Programme set out in CLAUSE 2.2 of the Intercompany Loan Terms and Conditions)Dealership Agreement, the inclusion of Funding 2 as a beneficiary of the Mortgages Trust (as set out in CLAUSE 13 (Funding 2 becomes a beneficiary of the Mortgages Trust) of the Mortgages Trust Deed) and the sale of New Loans to the Mortgages Trustee (as set out in CLAUSE 4 (Sale and Purchase of New Portfolios) of the Mortgage Sale Agreement), the Servicing Agreement, the Limited Partnership Agreement and any other Transaction Documents have been satisfied; and (ii) in respect satisfied at the time of the matters set out in paragraphs (b)(i) to (b)(vii) inclusive, the Security Trustee has received written confirmation from each of the Rating Agencies that the relevant modifications will not adversely affect the then current ratings of the Seventh Issuer Notesaccession. (d4) Each Seventh Issuer Secured Creditor hereby acknowledges that the Security Trustee is required to make the modifications set out in paragraph (b) above (subject to paragraph (c)), and each Seventh Issuer Secured Creditor further acknowledges that such modifications may adversely affect the manner in which the Mortgages Trustee allocates monies to Funding 1 and/or the manner in which Funding 1 pays monies to the Seventh Issuer and/or the amount of monies available to the Seventh Issuer to meet the Seventh Issuer Secured Obligations. Each Seventh Issuer Secured Creditor agrees that any such modifications effected pursuant to this Section 8.02 shall be binding on it and unless the Security Bond Trustee otherwise agrees, notice thereof shall be given by the Seventh Issuer Cash Manager Servicer to the Seventh Issuer Secured Creditors as soon as practicable after the modifications have been made. (e) Each of the Seventh Issuer 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 documents and 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 23.8.

Modification to Transaction Documents. (a1) Without prejudice Subject to CLAUSE 23.6 (Consent of Security Trustee)Section 8.02(2) and Section 8.02(3) below, the Security Bond Trustee may from time to time and at any time without any consent or sanction of the Seventh Issuer Secured Creditors (other than any Secured Creditor who is a party to the relevant document) concur with the Seventh Issuer or any person in making or sanctioning any modification:modification (subject to any matter relating to a Series Reserved Matter): (ia) to the Covered Bonds of any one or more Series or any of the Seventh Issuer Transaction Documents which in the opinion of the Security Trustee it may be expedient to make, provided that the Security Bond Trustee is of the opinion, acting reasonably, opinion that such modification will not be materially prejudicial to the interests of the Seventh Issuer Secured Creditor or, if it Holders of Covered Bonds of any series and notice of such modification is not of that opinion in relation given to any Seventh Issuer Secured Creditor, such Seventh Issuer Secured Creditor has given its written consent the Rating Agencies prior to such modificationmodification becoming effective; or (iib) to the Covered Bonds of any one or more Series or any of the Seventh Issuer Transaction Documents which in the Security Bond Trustee's ’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 Security 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 Arranger: (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 (ii) satisfaction of a formal, minor or technical naturethe Rating Agency Condition in respect of such modification. (b2) Without prejudice to CLAUSE 23.6 The prior consent of the Bond Trustee and the other Secured Creditors (Consent of Security other than the Bond Trustee) will not be required or obtained in relation to the accession of any New Seller to the Programme provided that the relevant conditions precedent set out in the Dealership Agreement and subject to paragraph the Mortgage Sale Agreement are satisfied at the time of the intended accession. (c3) below, the Security The Bond Trustee shall be required obliged to give its consent concur in and to effect 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 Transaction Documents that are requested by Funding 1 the Guarantor or the Cash ManagerManager to accommodate the accession of a New Seller to the Programme subject to the provisions of Section 8.02(1) being satisfied and, provided that (i) the Funding 1 Liquidity Facility Provider, the Funding 1 Interest Rate Swap Provider and each of the Seventh Issuer Covered Bond Swap Providers provide written confirmation to the Security Bond Trustee consenting to such modification of any and all of those documents listed under this paragraph (b) to which they are, respectively, are a party (such consent not to be unreasonably withheld) and in any event such (which consent shall be deemed to be given by the Interest Rate Swap Provider and each of the Funding 1 Liquidity Facility Provider, the Funding 1 Swap Provider and the Seventh Issuer Covered Bond Swap Providers (as the case may be) if no written response is received by the Security Bond Trustee from each party, respectively, by the tenth Business Day after the Security Bond Trustee's ’s request for such consent consent) and (ii) Funding 1 the Guarantor or the Cash Manager, as the case may be, has certified to the Security Bond 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 Documents; (ii) the issue of new types of notes by New Issuers; (iii) the inclusion of Funding 2 as a beneficiary of the Mortgages Trust; (iv) the issue of new notes by Funding 2; (v) the sale of New Loan Types to the Mortgages Trustee; (vi) changes to be made to the Reserve Fund Required Amount the Liquidity Reserve Fund Required Amount and/or the manner in which the Reserve Funds are funded; (vii) changes to be made to the definitions of Asset Trigger Event and Non-Asset Trigger Event; and (viii) the addition of an Additional Funding 1 Liquidity Facility pursuant to the terms of the Funding 1 Deed of Charge. (c) The Security Trustee shall only be required to give its consent to the modifications set out in paragraph (b) above if the Security Trustee is satisfied that: (i) in respect of the matters set out in paragraphs (b)(i) to (b)(iv) inclusive, the relevant conditions precedent to, as applicable, accommodate the addition of New Issuers Sellers to the Programme and (as iii) all other conditions precedent to the accession of a New Seller to the Programme set out in CLAUSE 2.2 of the Intercompany Loan Terms and Conditions)Dealership Agreement, the inclusion of Funding 2 as a beneficiary of the Mortgages Trust (as set out in CLAUSE 13 (Funding 2 becomes a beneficiary of the Mortgages Trust) of the Mortgages Trust Deed) and the sale of New Loans to the Mortgages Trustee (as set out in CLAUSE 4 (Sale and Purchase of New Portfolios) of the Mortgage Sale Agreement), the Servicing Agreement, the Guarantor Agreement and any other Transaction Documents have been satisfied; and (ii) in respect satisfied at the time of the matters set out in paragraphs (b)(i) to (b)(vii) inclusive, the Security Trustee has received written confirmation from each of the Rating Agencies that the relevant modifications will not adversely affect the then current ratings of the Seventh Issuer Notesaccession. (d4) Each Seventh Issuer Secured Creditor hereby acknowledges that the Security Trustee is required to make the modifications set out in paragraph (b) above (subject to paragraph (c)), and each Seventh Issuer Secured Creditor further acknowledges that such modifications may adversely affect the manner in which the Mortgages Trustee allocates monies to Funding 1 and/or the manner in which Funding 1 pays monies to the Seventh Issuer and/or the amount of monies available to the Seventh Issuer to meet the Seventh Issuer Secured Obligations. Each Seventh Issuer Secured Creditor agrees that any such modifications effected pursuant to this Section 8.02 shall be binding on it and unless the Security Bond Trustee otherwise agrees, notice thereof shall be given by the Seventh Issuer Cash Manager Servicer to the Seventh Issuer Secured Creditors as soon as practicable after the modifications have been made. (e5) Each of the Seventh Issuer Secured Creditors and the Bond Trustee, on behalf of the holders of the Covered Bonds, agrees from time to time to do and perform such other and further acts and execute and deliver any and all such other documents and instruments as may be required by law or requested by the other party at the other party's ’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 23.8Section 8.02.

Modification to Transaction Documents. (a) Without prejudice to CLAUSE 23.6 (Consent of Security Trustee), the The Ninth Issuer Security Trustee may from time to time and at any time without any consent or sanction of the Seventh Ninth Issuer Secured Creditors concur with the Seventh Issuer or any person in making or sanctioning any modification: (ia) to any of the Seventh Ninth Issuer Transaction Documents which in the opinion of the Ninth Issuer Security Trustee it may be expedient to make, provided that (i) the Ninth Issuer Security Trustee is of the opinion, opinion acting reasonably, reasonably that such modification will not be materially prejudicial to the interests of the Seventh Noteholders; and (ii) the Ninth Issuer Secured Creditor Security Trustee is of the opinion that such modification will not be materially prejudicial to the interests of the Dollar Currency Swap Providers or, the Euro Currency Swap Provider as the case may be, or if it is not of that opinion in relation to any Seventh Issuer Secured Creditorthe Dollar Currency Swap Providers or, such Seventh Issuer Secured Creditor has given its written consent the Euro Currency Swap Provider, as the case may be, or the steps required pursuant to Clause 8 (Modification) have been taken and the Dollar Currency Swap Providers or, the Euro Currency Swap Provider, as the case may be, have consented or have been deemed to have consented to such modification; or (iib) to any of the Seventh Ninth Issuer Transaction Documents which in the Ninth Issuer Security Trustee's opinion is made to correct a manifest or demonstrable error or an error established as such to the satisfaction of the Security Trustee or is of a formal, minor or technical nature. (b) Without prejudice to CLAUSE 23.6 (Consent of Security Trustee) and subject . The Ninth Issuer Secured Creditors hereby acknowledge that any proposed modification made pursuant to paragraph (ca) belowwill not be prejudicial to their respective interests merely because New Notes may be issued which may rank ahead, pari passu or below with the Security Trustee shall be required to give its consent to any modifications Ninth Issuer Notes or because additional secured creditors may accede to the Mortgage Sale Agreement, the Servicing Agreement, the Cash Management Agreement, the Funding 1 Deed of Charge, Charge who may rank ahead of any of 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 the Seventh Ninth Issuer Swap Providers provide written confirmation to the Security Trustee consenting to Secured Creditors in terms of priority of payment thereunder. Any 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 the Seventh Issuer Swap Providers (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 Documents; (ii) the issue of new types of notes by New Issuers; (iii) the inclusion of Funding 2 as a beneficiary of the Mortgages Trust; (iv) the issue of new notes by Funding 2; (v) the sale of New Loan Types to the Mortgages Trustee; (vi) changes to be made to the Reserve Fund Required Amount the Liquidity Reserve Fund Required Amount and/or the manner in which the Reserve Funds are funded; (vii) changes to be made to the definitions of Asset Trigger Event and Non-Asset Trigger Event; and (viii) the addition of an Additional Funding 1 Liquidity Facility pursuant to the terms of the Funding 1 Deed of Charge. (c) The Security Trustee shall only be required to give its consent to the modifications set out in paragraph (b) above if the Security Trustee is satisfied that: (i) in respect of the matters set out in paragraphs (b)(i) to (b)(iv) inclusive, the relevant conditions precedent to, as applicable, the addition of New Issuers (as set out in CLAUSE 2.2 of the Intercompany Loan Terms and Conditions), the inclusion of Funding 2 as a beneficiary of the Mortgages Trust (as set out in CLAUSE 13 (Funding 2 becomes a beneficiary of the Mortgages Trust) of the Mortgages Trust Deed) and the sale of New Loans to the Mortgages Trustee (as set out in CLAUSE 4 (Sale and Purchase of New Portfolios) of the Mortgage Sale Agreement), have been satisfied; and (ii) in respect of the matters set out in paragraphs (b)(i) to (b)(vii) inclusive, the Security Trustee has received written confirmation from each of the Rating Agencies that the relevant modifications will not adversely affect the then current ratings of the Seventh Issuer Notes. (d) Each Seventh Issuer Secured Creditor hereby acknowledges that the Security Trustee is required to make the modifications set out in paragraph (b) above (subject to paragraph (c)), and each Seventh Issuer Secured Creditor further acknowledges that such modifications may adversely affect the manner in which the Mortgages Trustee allocates monies to Funding 1 and/or the manner in which Funding 1 pays monies to the Seventh Issuer and/or the amount of monies available to the Seventh Issuer to meet the Seventh Issuer Secured Obligations. Each Seventh Issuer Secured Creditor agrees that such modifications shall be binding on it and the Ninth Issuer Secured Creditors and, unless the Ninth Issuer Security Trustee otherwise agrees, notice thereof shall be given by the Seventh Ninth Issuer Cash Manager to the Seventh Ninth Issuer Secured Creditors as soon as practicable after thereafter, provided that for the modifications have been made. (e) Each avoidance of doubt nothing in this Clause 24.8 shall affect the liability of the Seventh Ninth Issuer Security Trustee to the Ninth Issuer 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 documents and instruments as may be required by law under 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 23.8in connection with paragraph (a) hereof.

Modification to Transaction Documents. (a) Without prejudice to CLAUSE 23.6 Clause 24.6 (Consent of Security Trustee), the Security Trustee may from time to time and at any time without any consent or sanction of the Seventh Issuer Funding 2 Secured Creditors concur with the Seventh Issuer or any person in making or sanctioning any modificationmodification to any of the Transaction Documents: (i) whilst any Loan Tranche remains outstanding under the Master Intercompany Loan Agreement, if it shall be directed to any of do so by the Seventh Master Issuer Transaction Documents which in Security Trustee; (ii) if there are no Loan Tranches outstanding under the opinion of the Security Trustee it may be expedient to makeMaster Intercompany Loan Agreement, (A) provided that the Security Trustee is of the opinion, acting reasonably, that such modification will not be materially prejudicial to the interests of the Seventh Issuer Funding 2 Secured Creditor Creditors or, if it is not of that opinion in relation to any Seventh Issuer Funding 2 Secured Creditor, such Seventh Issuer Funding 2 Secured Creditor has given its written consent to such modification; or modification or (iiB) to any of the Seventh Issuer Transaction Documents which in the Security Trustee's opinion is made to correct a manifest error or an error established as such to the satisfaction of the Security Trustee or is of a formal, minor or technical nature. (b) Without prejudice to CLAUSE 23.6 Clause 24.6 (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 2 Deed of Charge, the Funding 1 Liquidity Facility 2 Swap Agreement, the Master Intercompany Loan Agreement, the Funding 1 Swap Agreement, the Intercompany Loan Terms and Conditions, the 2 Bank Account Agreement and the Master Definitions and Construction Schedule that are requested by Funding 1 2 or the Cash Manager, provided that (i) the Funding 1 Liquidity Facility Provider, the Funding 1 2 Swap Provider [and each of the Seventh Master Issuer Swap Providers Providers] [CONFIRM] 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 2 Swap Provider and [the Seventh Master Issuer Swap Providers 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 2 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 2 into New Intercompany Loan Agreements new intercompany loan agreements, the issue of new types of notes by new issuers and/or the addition of other relevant creditors to the Transaction Documents; (ii) the issue of new types of notes by New Issuers; (iii) the inclusion of Funding 2 as a beneficiary of the Mortgages Trust; (iv) the issue of new notes by Funding 2; (v) the sale assignment of New Loan Types to the Mortgages Trustee; (viiii) the inclusion of a [Further Funding Beneficiary] of the Mortgages Trust; (iv) changes to be made to the Funding 2 Reserve Fund Required Amount Amount, the Funding 2 Liquidity Reserve Fund Required Amount and/or the manner in which the Funding 2 General Reserve Funds are Fund or the Funding 2 Liquidity Reserve Required Amount is funded; (viiv) different Interest Payment Dates and/or Interest Periods for any New Notes to be issued by the Master Issuer (including modification of the Interest Payment Dates and/or Interest Periods and/or the basis for the calculation of interest in respect of any outstanding Notes and/or the Funding 2 Interest Payment Date and/or the Interest Period and/or the basis for the calculation of interest in respect of any outstanding Loan Tranches under the Master Intercompany Loan Agreement); and/or (vi) changes to be made to the definitions of Asset Trigger Event and Non-Asset Trigger Event; and (viii) the addition of an Additional Funding 1 Liquidity Facility pursuant to the terms of the Funding 1 Deed of Charge. (c) The Security Trustee shall only be required to give its consent to make the modifications set out in paragraph (b) above if the Security Trustee is satisfied that: (i) in respect of the matters matter set out in paragraphs (b)(i) to (b)(iv) inclusive, the relevant conditions precedent to, as applicable, the addition of New Issuers (as set out in CLAUSE 2.2 of the Intercompany Loan Terms and Conditionsb)(ii), the inclusion of Funding 2 as a beneficiary of conditions precedent to the Mortgages Trust (as set out in CLAUSE 13 (Funding 2 becomes a beneficiary of the Mortgages Trust) of the Mortgages Trust Deed) and the sale assignment of New Loans to the Mortgages Trustee (as set out in CLAUSE Clause 4 (Sale and Purchase of New Portfolios) of the Mortgage Sale Agreement), have been satisfied; and (ii) in respect of the matters set out in paragraphs (b)(i) to (b)(viib)(v) inclusive, the Security Trustee has received written confirmation from each of the Rating Agencies that the relevant modifications will not adversely affect the then current ratings of the Seventh Issuer NotesNotes of the Master Issuer. (d) Each Seventh Issuer Funding 2 Secured Creditor hereby acknowledges that the Security Trustee is required to make the modifications set out in paragraph (b) above (subject to paragraph (c)), and each Seventh Issuer Secured Funding 2 Security Creditor further acknowledges that such modifications may adversely affect the manner in which the Mortgages Trustee allocates monies to Funding 1 and/or the manner in which Funding 1 pays monies to the Seventh Issuer 2 and/or the amount of monies available to the Seventh Issuer Funding 2 to meet the Seventh Issuer Funding 2 Secured Obligations. Each Seventh Issuer Funding 2 Secured Creditor agrees that such modifications shall be binding on it and unless the Security Trustee otherwise agrees, notice thereof shall be given by the Seventh Issuer Cash Manager to the Seventh Issuer Funding 2 Secured Creditors as soon as practicable after the modifications have been made. (e) Each of the Seventh Issuer Funding 2 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 documents and 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 23.8Clause 24.8 (Modification to Transaction Documents).

Modification to Transaction Documents. (a) Without prejudice to CLAUSE 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 Seventh Second Issuer Secured Creditors concur with the Seventh Issuer or any person in making or sanctioning any modification: (i) to any of the Seventh Issuer 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 Seventh Second Issuer Secured Creditor Creditors or, if it is not of that opinion in relation to any Seventh Second Issuer Secured Creditor, such Seventh Second Issuer Secured Creditor has given its written consent to such modification; or (ii) to any of the Seventh Issuer Transaction Documents which in the Security Trustee's opinion is made to correct a manifest error or an error established as such to the satisfaction of the Security Trustee or is of a formal, minor or technical nature. (b) Without prejudice to CLAUSE 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 Seventh 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 the Seventh each Second Issuer Swap Providers 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 Documents; (ii) the issue of new types of notes by New Issuers; (iii) the inclusion of Funding 2 as a beneficiary of the Mortgages Trust; (iv) the issue of new notes by Funding 2; (v) the sale assignment of New Loan Types to the Mortgages Trustee; (vi) changes to be made to the Reserve Fund Required Amount the Liquidity Reserve Fund Required Amount and/or the manner in which the Reserve Funds are Fund is funded; (vii) changes to be made to the definitions of Asset Trigger Event and Non-Asset Trigger Event; and (viii) the addition of an Additional Funding 1 Liquidity Facility pursuant to the terms of the Funding 1 Deed of Charge. (c) The Security Trustee shall only be required to give its consent to the modifications set out in paragraph (b) above if the Security Trustee is satisfied that: (i) in respect of the matters set out in paragraphs (b)(i) to (b)(iv) inclusive, the relevant conditions precedent to, as applicable, the addition of New Issuers (as set out in CLAUSE Clause 2.2 of the Intercompany Loan Terms and Conditions), the inclusion of Funding 2 as a beneficiary of the Mortgages Trust (as set out in CLAUSE Clause 13 (Funding 2 becomes a beneficiary of the Mortgages Trust) of the Mortgages Trust Deed) and the sale assignment of New Loans to the Mortgages Trustee (as set out in CLAUSE Clause 4 (Sale and Purchase of New Portfolios) of the Mortgage Sale Agreement), have been satisfied; and (ii) in respect of the matters set out in paragraphs (b)(i) to (b)(vii) inclusive, the Security Trustee has received written confirmation from each of the Rating Agencies that the relevant modifications will not adversely affect the then current ratings of the Seventh Issuer Notes. (d) Each Seventh Second Issuer Secured Creditor hereby acknowledges that the Security Trustee is required to make the modifications set out in paragraph (b) above (subject to paragraph (c)), and each Seventh Second Issuer Secured Creditor further acknowledges that such modifications may adversely affect the manner in which the Mortgages Trustee allocates monies to Funding 1 and/or the manner in which Funding 1 pays monies to the Seventh Second Issuer and/or the amount of monies available to the Seventh Second Issuer to meet the Seventh Second Issuer Secured Obligations. Each Seventh Second Issuer Secured Creditor agrees that such modifications shall be binding on it and unless the Security Trustee otherwise agrees, notice thereof shall be given by the Seventh Second Issuer Cash Manager to the Seventh Second Issuer Secured Creditors as soon as practicable after the modifications have been made. (e) Each of the Seventh Second Issuer 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 documents and 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 Clause 23.8.

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 Seventh Fourth Issuer Secured Creditors concur with the Seventh Fourth Issuer or any person in making or sanctioning any modification: (i) to any of the Seventh Fourth Issuer 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 Seventh Issuer Secured Creditor or, if it is not of that opinion in relation to any Seventh Fourth Issuer Secured Creditor, such Seventh Fourth Issuer Secured Creditor has given its written consent to such modification; or (ii) to any of the Seventh Issuer Transaction Documents which in the Security Trustee's opinion is made to correct a manifest error or an error established as such to the satisfaction of the Security Trustee 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 Amended and Restated Master Definitions and Construction Schedule that are requested by Funding 1 or the Cash Manager, provided that (i) the Funding 1 Liquidity Facility Provider, Provider the Funding 1 Swap Provider and each of the Seventh Fourth 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 the Seventh each Fourth Issuer Swap Providers 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 Documents; (ii) the issue of new types of notes by New Issuers; (iii) the inclusion of Funding 2 as a beneficiary of the Mortgages Trust; (iv) the issue of new notes by Funding 2; (v) the sale assignment of New Loan Types to the Mortgages Trustee; (vi) changes to be made to the Reserve Fund Required Amount the Liquidity Reserve Fund Required Amount and/or the manner in which the Reserve Funds are Fund is funded; (vii) changes to be made to the definitions of Asset Trigger Event and Non-Asset Trigger Event; and (viii) the addition of an Additional Funding 1 Liquidity Facility pursuant to the terms of the Funding 1 Deed of Charge. (c) The Security Trustee shall only be required to give its consent to the modifications set out in paragraph (b) above if the Security Trustee is satisfied that: (i) in respect of the matters set out in paragraphs (b)(i) to (b)(iv) inclusive, the relevant conditions precedent to, as applicable, the addition of New Issuers (as set out in CLAUSE Clause 2.2 of the Intercompany Loan Terms and Conditions), the inclusion of Funding 2 as a beneficiary of the Mortgages Trust (as set out in CLAUSE Clause 13 (Funding 2 becomes a beneficiary of the Mortgages Trust) of the Mortgages Trust Deed) and the sale assignment of New Loans to the Mortgages Trustee (as set out in CLAUSE Clause 4 (Sale and Purchase of New Portfolios) of the Mortgage Sale Agreement), have been satisfied; and (ii) in respect of the matters set out in paragraphs (b)(i) to (b)(vii) inclusive, the Security Trustee has received written confirmation from each of the Rating Agencies that the relevant modifications will not adversely affect the then current ratings of the Seventh Fourth Issuer Notes. (d) Each Seventh Fourth Issuer Secured Creditor hereby acknowledges that the Security Trustee is required to make the modifications set out in paragraph (b) above (subject to paragraph (c)), and each Seventh Fourth Issuer Secured Creditor further acknowledges that such modifications may adversely affect the manner in which the Mortgages Trustee allocates monies to Funding 1 and/or the manner in which Funding 1 pays monies to the Seventh Fourth Issuer and/or the amount of monies available to the Seventh Fourth Issuer to meet the Seventh Fourth Issuer Secured Obligations. Each Seventh Fourth Issuer Secured Creditor agrees that such modifications shall be binding on it and unless the Security Trustee otherwise agrees, notice thereof shall be given by the Seventh Fourth Issuer Cash Manager to the Seventh Fourth Issuer Secured Creditors as soon as practicable after the modifications have been made. (e) Each of the Seventh Fourth Issuer 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 documents and 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 Clause 23.8.

Modification to Transaction Documents. ‌ (a1) Without prejudice Subject to CLAUSE 23.6 (Consent of Security Trustee)Section 8.02(2) and Section 8.02(3) below, the Security Bond Trustee may from time to time and at any time without any consent or sanction of the Seventh Issuer Secured Creditors (other than any Secured Creditor who is a party to the relevant document) concur with the Seventh Issuer or any person in making or sanctioning any modification:modification (subject to any matter relating to a Series Reserved Matter):‌ (ia) to the Covered Bonds of any one or more Series or any of the Seventh Issuer Transaction Documents which in the opinion of the Security Trustee it may be expedient to make, provided that the Security Bond Trustee is of the opinion, acting reasonably, opinion that such modification will not be materially prejudicial to the interests of the Seventh Issuer Secured Creditor or, if it Holders of Covered Bonds of any series and notice of such modification is not of that opinion in relation given to any Seventh Issuer Secured Creditor, such Seventh Issuer Secured Creditor has given its written consent the Rating Agencies prior to such modificationmodification becoming effective; or (iib) to the Covered Bonds of any one or more Series or any of the Seventh Issuer Transaction Documents which in the Security Bond Trustee's ’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 Security 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 Arranger: (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 (ii) satisfaction of a formal, minor or technical naturethe Rating Agency Condition in respect of such modification. (b2) Without prejudice to CLAUSE 23.6 The prior consent of the Bond Trustee and the other Secured Creditors (Consent of Security other than the Bond Trustee) will not be required or obtained in relation to the accession of any New Seller to the Programme provided that the relevant conditions precedent set out in the Dealership Agreement and subject to paragraph the Mortgage Sale Agreement are satisfied at the time of the intended accession.‌ (c3) below, the Security The Bond Trustee shall be required obliged to give its consent concur in and to effect 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 Transaction Documents that are requested by Funding 1 the Guarantor or the Cash ManagerManager to accommodate the accession of a New Seller to the Programme subject to the provisions of Section 8.02(1) being satisfied and, provided that (i) if applicable in respect of any Transaction Documents (other than the Funding 1 Liquidity Facility ProviderSwap Agreements) to which the Interest Rate Swap Provider or any Covered Bond Swap Provider becomes a party in its capacity as a swap counterparty, the Funding 1 Interest Rate Swap Provider and each of the Seventh Issuer Covered Bond Swap Providers provide written confirmation to the Security Bond Trustee consenting to such modification of any and all of those documents listed under this paragraph (b) to which they are, respectively, are a party (such consent not to be unreasonably withheld) and in any event such (which consent shall be deemed to be given by the Interest Rate Swap Provider and each of the Funding 1 Liquidity Facility Provider, the Funding 1 Swap Provider and the Seventh Issuer Covered Bond Swap Providers (as the case may be) if no written response is received by the Security Bond Trustee from each party, respectively, by the tenth Canadian Business Day after the Security Bond Trustee's ’s request for such consent consent) and (ii) Funding 1 the Guarantor or the Cash Manager, as the case may be, has certified to the Security Bond 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 Documents; (ii) the issue of new types of notes by New Issuers; (iii) the inclusion of Funding 2 as a beneficiary of the Mortgages Trust; (iv) the issue of new notes by Funding 2; (v) the sale of New Loan Types to the Mortgages Trustee; (vi) changes to be made to the Reserve Fund Required Amount the Liquidity Reserve Fund Required Amount and/or the manner in which the Reserve Funds are funded; (vii) changes to be made to the definitions of Asset Trigger Event and Non-Asset Trigger Event; and (viii) the addition of an Additional Funding 1 Liquidity Facility pursuant to the terms of the Funding 1 Deed of Charge. (c) The Security Trustee shall only be required to give its consent to the modifications set out in paragraph (b) above if the Security Trustee is satisfied that: (i) in respect of the matters set out in paragraphs (b)(i) to (b)(iv) inclusive, the relevant conditions precedent to, as applicable, accommodate the addition of New Issuers Sellers to the Programme and (as iii) all other conditions precedent to the accession of a New Seller to the Programme set out in CLAUSE 2.2 of the Intercompany Loan Terms and Conditions)Dealership Agreement, the inclusion of Funding 2 as a beneficiary of the Mortgages Trust (as set out in CLAUSE 13 (Funding 2 becomes a beneficiary of the Mortgages Trust) of the Mortgages Trust Deed) and the sale of New Loans to the Mortgages Trustee (as set out in CLAUSE 4 (Sale and Purchase of New Portfolios) of the Mortgage Sale Agreement), the Servicing Agreement, the Guarantor Agreement and any other Transaction Documents have been satisfied; andsatisfied at the time of the accession.‌ (ii) in respect of the matters set out in paragraphs (b)(i) to (b)(vii) inclusive, the Security Trustee has received written confirmation from each of the Rating Agencies that the relevant modifications will not adversely affect the then current ratings of the Seventh Issuer Notes. (d4) Each Seventh Issuer Secured Creditor hereby acknowledges that the Security Trustee is required to make the modifications set out in paragraph (b) above (subject to paragraph (c)), and each Seventh Issuer Secured Creditor further acknowledges that such modifications may adversely affect the manner in which the Mortgages Trustee allocates monies to Funding 1 and/or the manner in which Funding 1 pays monies to the Seventh Issuer and/or the amount of monies available to the Seventh Issuer to meet the Seventh Issuer Secured Obligations. Each Seventh Issuer Secured Creditor agrees that any such modifications effected pursuant to this Section 8.02 shall be binding on it and unless the Security Bond Trustee otherwise agrees, notice thereof shall be given by the Seventh Issuer Cash Manager Servicer to the Seventh Issuer Secured Creditors as soon as practicable after the modifications have been made. (e5) Each of the Seventh Issuer Secured Creditors and the Bond Trustee, on behalf of the holders of the Covered Bonds, agrees from time to time to do and perform such other and further acts and execute and deliver any and all such other documents and instruments as may be required by law or requested by the other party at the other party's ’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 23.8Section 8.02.

Modification to Transaction Documents. (a1) Without prejudice Subject to CLAUSE 23.6 (Consent of Security Trustee)Section 8.02(2) and Section 8.02(3) below, the Security Bond Trustee may from time to time and at any time without any consent or sanction of the Seventh Issuer Secured Creditors (other than any Secured Creditor who is a party to the relevant document) concur with the Seventh Issuer or any person in making or sanctioning any modification:modification (subject to any matter relating to a Series Reserved Matter): (ia) to the Covered Bonds of any one or more Series or any of the Seventh Issuer Transaction Documents which in the opinion of the Security Trustee it may be expedient to make, provided that the Security Bond Trustee is of the opinion, acting reasonably, opinion that such modification will not be materially prejudicial to the interests of the Seventh Issuer Secured Creditor or, if it Holders of Covered Bonds of any series and notice of such modification is not of that opinion in relation given to any Seventh Issuer Secured Creditor, such Seventh Issuer Secured Creditor has given its written consent the Rating Agencies prior to such modificationmodification becoming effective; or (iib) to the Covered Bonds of any one or more Series or any of the Seventh Issuer Transaction Documents which in the Security Bond Trustee's ’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 Security 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 Arranger: (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 (ii) satisfaction of a formal, minor or technical naturethe Rating Agency Condition in respect of such modification. (b2) Without prejudice to CLAUSE 23.6 The prior consent of the Bond Trustee and the other Secured Creditors (Consent of Security other than the Bond Trustee) will not be required or obtained in relation to the accession of any New Seller to the Programme provided that the relevant conditions precedent set out in the Dealership Agreement and subject to paragraph the Mortgage Sale Agreement are satisfied at the time of the intended accession. (c3) below, the Security The Bond Trustee shall be required obliged to give its consent concur in and to effect 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 Transaction Documents that are requested by Funding 1 the Guarantor or the Cash ManagerManager to accommodate the accession of a New Seller to the Programme subject to the provisions of Section 8.02(1) being satisfied and, provided that (i) the Funding 1 Liquidity Facility Provider, the Funding 1 Interest Rate Swap Provider and each of the Seventh Issuer Covered Bond Swap Providers provide written confirmation to the Security Bond Trustee consenting to such modification of any and all of those documents listed under this paragraph (b) to which they are, respectively, are a party (such consent not to be unreasonably withheld) and in any event such (which consent shall be deemed to be given by the Interest Rate Swap Provider and each of the Funding 1 Liquidity Facility Provider, the Funding 1 Swap Provider and the Seventh Issuer Covered Bond Swap Providers (as the case may be) if no written response is received by the Security Bond Trustee from each party, respectively, by the tenth Canadian Business Day after the Security Bond Trustee's ’s request for such consent consent) and (ii) Funding 1 the Guarantor or the Cash Manager, as the case may be, has certified to the Security Bond 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 Documents; (ii) the issue of new types of notes by New Issuers; (iii) the inclusion of Funding 2 as a beneficiary of the Mortgages Trust; (iv) the issue of new notes by Funding 2; (v) the sale of New Loan Types to the Mortgages Trustee; (vi) changes to be made to the Reserve Fund Required Amount the Liquidity Reserve Fund Required Amount and/or the manner in which the Reserve Funds are funded; (vii) changes to be made to the definitions of Asset Trigger Event and Non-Asset Trigger Event; and (viii) the addition of an Additional Funding 1 Liquidity Facility pursuant to the terms of the Funding 1 Deed of Charge. (c) The Security Trustee shall only be required to give its consent to the modifications set out in paragraph (b) above if the Security Trustee is satisfied that: (i) in respect of the matters set out in paragraphs (b)(i) to (b)(iv) inclusive, the relevant conditions precedent to, as applicable, accommodate the addition of New Issuers Sellers to the Programme and (as iii) all other conditions precedent to the accession of a New Seller to the Programme set out in CLAUSE 2.2 of the Intercompany Loan Terms and Conditions)Dealership Agreement, the inclusion of Funding 2 as a beneficiary of the Mortgages Trust (as set out in CLAUSE 13 (Funding 2 becomes a beneficiary of the Mortgages Trust) of the Mortgages Trust Deed) and the sale of New Loans to the Mortgages Trustee (as set out in CLAUSE 4 (Sale and Purchase of New Portfolios) of the Mortgage Sale Agreement), the Servicing Agreement, the Guarantor Agreement and any other Transaction Documents have been satisfied; and (ii) in respect satisfied at the time of the matters set out in paragraphs (b)(i) to (b)(vii) inclusive, the Security Trustee has received written confirmation from each of the Rating Agencies that the relevant modifications will not adversely affect the then current ratings of the Seventh Issuer Notesaccession. (d4) Each Seventh Issuer Secured Creditor hereby acknowledges that the Security Trustee is required to make the modifications set out in paragraph (b) above (subject to paragraph (c)), and each Seventh Issuer Secured Creditor further acknowledges that such modifications may adversely affect the manner in which the Mortgages Trustee allocates monies to Funding 1 and/or the manner in which Funding 1 pays monies to the Seventh Issuer and/or the amount of monies available to the Seventh Issuer to meet the Seventh Issuer Secured Obligations. Each Seventh Issuer Secured Creditor agrees that any such modifications effected pursuant to this Section 8.02 shall be binding on it and unless the Security Bond Trustee otherwise agrees, notice thereof shall be given by the Seventh Issuer Cash Manager Servicer to the Seventh Issuer Secured Creditors as soon as practicable after the modifications have been made. (e5) Each of the Seventh Issuer Secured Creditors and the Bond Trustee, on behalf of the holders of the Covered Bonds, agrees from time to time to do and perform such other and further acts and execute and deliver any and all such other documents and instruments as may be required by law or requested by the other party at the other party's ’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 23.8Section 8.02.

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 Seventh Fifth Issuer Secured Creditors concur with the Seventh Fifth Issuer or any person in making or sanctioning any modification: (i) to any of the Seventh Fifth Issuer 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 Seventh Fifth Issuer Secured Creditor or, if it is not of that opinion in relation to any Seventh Fifth Issuer Secured Creditor, such Seventh Fifth Issuer Secured Creditor has given its written consent to such modification; or (ii) to any of the Seventh Fifth Issuer Transaction Documents which in the Security Trustee's opinion is made to correct a manifest error or an error established as such to the satisfaction of the Security Trustee 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 the Seventh Fifth 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 the Seventh Fifth Issuer Swap Providers (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 Documents; (ii) the issue of new types of notes by New Issuers; (iii) the inclusion of Funding 2 as a beneficiary of the Mortgages Trust; (iv) the issue of new notes by Funding 2; (v) the sale of New Loan Types to the Mortgages Trustee; (vi) changes to be made to the Reserve Fund Required Amount the Liquidity Reserve Fund Required Amount and/or the manner in which the Reserve Funds are funded; (vii) changes to be made to the definitions of Asset Trigger Event and Non-Asset Trigger Event; and (viii) the addition of an Additional Funding 1 Liquidity Facility pursuant to the terms of the Funding 1 Deed of Charge. (c) The Security Trustee shall only be required to give its consent to the modifications set out in paragraph (b) above if the Security Trustee is satisfied that: (i) in respect of the matters set out in paragraphs (b)(i) to (b)(iv) inclusive, the relevant conditions precedent to, as applicable, the addition of New Issuers (as set out in CLAUSE 2.2 of the Intercompany Loan Terms and Conditions), the inclusion of Funding 2 as a beneficiary of the Mortgages Trust (as set out in CLAUSE 13 (Funding 2 becomes a beneficiary of the Mortgages Trust) of the Mortgages Trust Deed) and the sale of New Loans to the Mortgages Trustee (as set out in CLAUSE 4 (Sale and Purchase of New Portfolios) of the Mortgage Sale Agreement), have been satisfied; and (ii) in respect of the matters set out in paragraphs (b)(i) to (b)(viib) (vii) inclusive, the Security Trustee has received written confirmation from each of the Rating Agencies that the relevant modifications will not adversely affect the then current ratings of the Seventh Fifth Issuer Notes. (d) Each Seventh Fifth Issuer Secured Creditor hereby acknowledges that the Security Trustee is required to make the modifications set out in paragraph (b) above (subject to paragraph (c)), and each Seventh Fifth Issuer Secured Creditor further acknowledges that such modifications may adversely affect the manner in which the Mortgages Trustee allocates monies to Funding 1 and/or the manner in which Funding 1 pays monies to the Seventh Fifth Issuer and/or the amount of monies available to the Seventh Fifth Issuer to meet the Seventh Fifth Issuer Secured Obligations. Each Seventh Fifth Issuer Secured Creditor agrees that such modifications shall be binding on it and unless the Security Trustee otherwise agrees, notice thereof shall be given by the Seventh Fifth Issuer Cash Manager to the Seventh Fifth Issuer Secured Creditors as soon as practicable after the modifications have been made. (e) Each of the Seventh Fifth Issuer 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 documents and 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 23.8.