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 Second Issuer Secured Creditors concur with any person in making or sanctioning any modification: (i) to any of the Transaction Documents which in the opinion of the Security Trustee it may be expedient to make, provided that the Security Trustee is of the opinion, acting reasonably, that such modification will not be materially prejudicial to the interests of the Second Issuer Secured Creditors or, if it is not of that opinion in relation to any Second Issuer Secured Creditor, such Second Issuer Secured Creditor has given its written consent to such modification; or (ii) to any of the Transaction Documents which in the Security Trustee's opinion is made to correct a manifest error or is of a formal, minor or technical nature. (b) Without prejudice to Clause 23.6 (Consent of Security Trustee) and subject to paragraph (c) below, the Security Trustee shall be required to give its consent to any modifications to the Mortgage Sale Agreement, the Servicing Agreement, the Cash Management Agreement, the Funding 1 Deed of Charge, the Funding 1 Liquidity Facility Agreement, the Funding 1 Swap Agreement, the Intercompany Loan Terms and Conditions, the Bank Account Agreement and the Master Definitions and Construction Schedule that are requested by Funding 1 or the Cash Manager, provided that (i) the Funding 1 Liquidity Facility Provider, the Funding 1 Swap Provider and each of the Second Issuer Swap Providers provide written confirmation to the Security Trustee consenting to such modification of any and all of those documents listed under this paragraph (b) to which they are, respectively, a party (such consent not to be unreasonably withheld) and in any event such consent shall be deemed to be given by each of the Funding 1 Liquidity Facility Provider, the Funding 1 Swap Provider and each Second Issuer Swap Provider (as the case may be) if no written response is received by the Security Trustee from each party, respectively, by the tenth Business Day after the Security Trustee's request for such consent and (ii) Funding 1 or the Cash Manager, as the case may be, has certified to the Security Trustee in writing that such modifications are required in order to accommodate: (i) the entry by Funding 1 into New Intercompany Loan Agreements and/or the addition of other relevant creditors to the Transaction 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 assignment of New Loan Types to the Mortgages Trustee; (vi) changes to be made to the Reserve Fund Required Amount and/or the manner in which the Reserve 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 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 of the Mortgages Trust Deed) and the assignment of New Loans to the Mortgages Trustee (as set out in Clause 4 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 Notes. (d) Each 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 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 Second Issuer and/or the amount of monies available to the Second Issuer to meet the Second Issuer Secured Obligations. Each 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 Second Issuer Cash Manager to the Second Issuer Secured Creditors as soon as practicable after the modifications have been made. (e) Each of the 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 23.8.

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 Second Third Issuer Secured Creditors concur with any person in making or sanctioning any modification: (i) to any of the Transaction Documents which in the opinion of the Security Trustee it may be expedient to make, provided that the Security Trustee is of the opinion, acting reasonably, that such modification will not be materially prejudicial to the interests of the Second Third Issuer Secured Creditors or, if it is not of that opinion in relation to any Second Third Issuer Secured Creditor, such Second Third Issuer Secured Creditor has given its written consent to such modification; or (ii) to any of the Transaction Documents which in the Security Trustee's opinion is made to correct a manifest error or 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 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 Second 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 each Second Third Issuer Swap Provider (as the case may be) if no written response is received by the Security Trustee from each party, respectively, by the tenth Business Day after the Security Trustee's request for such consent and (ii) Funding 1 or the Cash Manager, as the case may be, has certified to the Security Trustee in writing that such modifications are required in order to accommodate: (i) the entry by Funding 1 into New Intercompany Loan Agreements and/or the addition of other relevant creditors to the Transaction 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 assignment of New Loan Types to the Mortgages Trustee; (vi) changes to be made to the Reserve Fund Required Amount and/or the manner in which the Reserve 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 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 assignment 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 Notes. (d) Each Second 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 Second 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 Second Third Issuer and/or the amount of monies available to the Second Third Issuer to meet the Second Third Issuer Secured Obligations. Each Second 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 Second Third Issuer Cash Manager to the Second Third Issuer Secured Creditors as soon as practicable after the modifications have been made. (e) Each of the Second 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 23.8.

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 Second Sixth Issuer Secured Creditors concur with the Sixth Issuer or any person in making or sanctioning any modification: (i) to any of the Sixth 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 Second Sixth Issuer Secured Creditors Creditor or, if it is not of that opinion in relation to any Second Sixth Issuer Secured Creditor, such Second Sixth Issuer Secured Creditor has given its written consent to such modification; or (ii) to any of the Sixth 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 Second Sixth Issuer Swap Providers provide written confirmation to the Security Trustee consenting to such modification of any and all of those documents listed under this paragraph (b) to which they are, respectively, a party (such consent not to be unreasonably withheld) and in any event such consent shall be deemed to be given by each of the Funding 1 Liquidity Facility Provider, the Funding 1 Swap Provider and each Second the Sixth Issuer Swap Provider 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 assignment 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 Fund is 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 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 assignment sale 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 Sixth Issuer Notes. (d) Each Second Sixth 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 Second Sixth 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 Second Sixth Issuer and/or the amount of monies available to the Second Sixth Issuer to meet the Second Sixth Issuer Secured Obligations. Each Second Sixth 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 Second Sixth Issuer Cash Manager to the Second Sixth Issuer Secured Creditors as soon as practicable after the modifications have been made. (e) Each of the Second Sixth 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 The Ninth Issuer Security Trustee may from time to time and at any time without any consent or sanction of the Second Ninth Issuer Secured Creditors concur with any person in making or sanctioning any modification: (ia) to any of the 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 Second Noteholders; and (ii) the Ninth Issuer Secured Creditors 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 Second Issuer Secured Creditorthe Dollar Currency Swap Providers or, such Second 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 Ninth Issuer Transaction Documents which in the Ninth Issuer Security Trustee's opinion is made to correct a manifest or demonstrable error 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, 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 Charge who may rank ahead of any of the Second 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 each Second Issuer Swap Provider (as the case may be) if no written response is received by the Security Trustee from each party, respectively, by the tenth Business Day after the Security Trustee's request for such consent and (ii) Funding 1 or the Cash Manager, as the case may be, has certified to the Security Trustee in writing that such modifications are required in order to accommodate: (i) the entry by Funding 1 into New Intercompany Loan Agreements and/or the addition of other relevant creditors to the Transaction 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 assignment of New Loan Types to the Mortgages Trustee; (vi) changes to be made to the Reserve Fund Required Amount and/or the manner in which the Reserve 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 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 of the Mortgages Trust Deed) and the assignment of New Loans to the Mortgages Trustee (as set out in Clause 4 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 Notes. (d) Each 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 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 Second Issuer and/or the amount of monies available to the Second Issuer to meet the Second Issuer Secured Obligations. Each Second 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 Second Ninth Issuer Cash Manager to the Second 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 Second 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 (Consent of Security Trustee), the The Sixth Issuer Security Trustee may from time to time and at any time without any consent or sanction of the Second Sixth Issuer Secured Creditors concur with any person in making or sanctioning any modification: (ia) to any of the Transaction Documents which in the opinion of the Sixth Issuer Security Trustee it may be expedient to make, provided that (i) the Sixth Issuer Security Trustee is of the opinion, opinion acting reasonably, reasonably that such modification will not be materially prejudicial to the interests of the Second Noteholders; and (ii) the Sixth Issuer Secured Creditors orSecurity Trustee is of the opinion that such modification will not be materially prejudicial to the interests of the Sixth Issuer Liquidity Facility Provider or the Dollar Currency Swap Provider or the Euro Currency Swap Provider or the Swiss Franc Currency Swap Provider, as the case may be, or if it is not of that opinion in relation to any Second the Sixth Issuer Secured CreditorLiquidity Facility Provider or the Dollar Currency Swap Provider or the Euro Currency Swap Provider or the Swiss Franc Currency Swap Provider, such Second as the case may be, or the steps required pursuant to CLAUSE 8 (Modification) have been taken and the Sixth Issuer Secured Creditor has given its written consent Liquidity Facility Provider and the Dollar Currency Swap Provider or the Euro Currency Swap Provider or the Swiss Franc 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 Transaction Documents which in the Sixth Issuer Security Trustee's opinion is made to correct a manifest error or is of a formal, minor or technical nature. . The Sixth Issuer Secured Creditors hereby acknowledge that any proposed modification made pursuant to PARAGRAPH (bA) Without prejudice above will not be prejudicial to Clause 23.6 (Consent of Security Trustee) and subject to paragraph (c) belowtheir 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 Sixth 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, 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 Charge who may rank ahead of any of the Second Sixth 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 each Second Issuer Swap Provider (as the case may be) if no written response is received by the Security Trustee from each party, respectively, by the tenth Business Day after the Security Trustee's request for such consent and (ii) Funding 1 or the Cash Manager, as the case may be, has certified to the Security Trustee in writing that such modifications are required in order to accommodate: (i) the entry by Funding 1 into New Intercompany Loan Agreements and/or the addition of other relevant creditors to the Transaction 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 assignment of New Loan Types to the Mortgages Trustee; (vi) changes to be made to the Reserve Fund Required Amount and/or the manner in which the Reserve 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 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 of the Mortgages Trust Deed) and the assignment of New Loans to the Mortgages Trustee (as set out in Clause 4 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 Notes. (d) Each 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 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 Second Issuer and/or the amount of monies available to the Second Issuer to meet the Second Issuer Secured Obligations. Each Second Issuer Secured Creditor agrees that such modifications shall be binding on it and the Sixth Issuer Secured Creditors and, unless the Sixth Issuer Security Trustee otherwise agrees, notice thereof shall be given by the Second Sixth Issuer Cash Manager to the Second Sixth Issuer Secured Creditors as soon as practicable after the modifications have been madethereafter. (e) Each of the 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 23.8.

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 Second Fourth Issuer Secured Creditors concur with the Fourth Issuer or any person in making or sanctioning any modification: (i) to any of the 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 Second Issuer Secured Creditors or, if it is not of that opinion in relation to any Second Fourth Issuer Secured Creditor, such Second Fourth Issuer Secured Creditor has given its written consent to such modification; or (ii) to any of the Transaction Documents which in the Security Trustee's opinion is made to correct a manifest error or 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 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 Second 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 each Second Fourth Issuer Swap Provider (as the case may be) if no written response is received by the Security Trustee from each party, respectively, by the tenth Business Day after the Security Trustee's request for such consent and (ii) Funding 1 or the Cash Manager, as the case may be, has certified to the Security Trustee in writing that such modifications are required in order to accommodate: (i) the entry by Funding 1 into New Intercompany Loan Agreements and/or the addition of other relevant creditors to the Transaction 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 assignment of New Loan Types to the Mortgages Trustee; (vi) changes to be made to the Reserve Fund Required Amount and/or the manner in which the Reserve 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 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 assignment 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 Fourth Issuer Notes. (d) Each Second 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 Second 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 Second Fourth Issuer and/or the amount of monies available to the Second Fourth Issuer to meet the Second Fourth Issuer Secured Obligations. Each Second 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 Second Fourth Issuer Cash Manager to the Second Fourth Issuer Secured Creditors as soon as practicable after the modifications have been made. (e) Each of the Second 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 23.8.

Modification to Transaction Documents. (a) Without prejudice to Clause 23.6 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 Second Issuer Funding 2 Secured Creditors concur with 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 Transaction Documents which in Master Issuer 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 Second Issuer Funding 2 Secured Creditors or, if it is not of that opinion in relation to any Second Issuer Funding 2 Secured Creditor, such Second Issuer Funding 2 Secured Creditor has given its written consent to such modification; or modification or (iiB) to any of the Transaction Documents which in the Security Trustee's opinion is made to correct a manifest error or is of a formal, minor or technical nature. (b) Without prejudice to Clause 23.6 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 Second 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 each Second [the Master Issuer Swap Provider 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 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, the Funding 2 Liquidity Reserve Required Amount and/or the manner in which the Funding 2 General Reserve 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 the Mortgages Trust (as set out in Clause 13 of the Mortgages Trust Deed) and conditions precedent to the assignment of New Loans to the Mortgages Trustee (as set out in Clause 4 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 NotesNotes of the Master Issuer. (d) Each Second 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 Second 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 Second Issuer 2 and/or the amount of monies available to the Second Issuer Funding 2 to meet the Second Issuer Funding 2 Secured Obligations. Each Second 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 Second Issuer Cash Manager to the Second Issuer Funding 2 Secured Creditors as soon as practicable after the modifications have been made. (e) Each of the Second 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 23.824.8 (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 Second 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 Second Seventh Issuer Secured Creditors Creditor or, if it is not of that opinion in relation to any Second Seventh Issuer Secured Creditor, such Second 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 CLAUSE 23.6 (Consent of Security Trustee) and subject to paragraph (c) below, the Security Trustee shall be required to give its consent to any modifications to the Mortgage Sale Agreement, the Servicing Agreement, the Cash Management Agreement, the Funding 1 Deed of Charge, the Funding 1 Liquidity Facility Agreement, the Funding 1 Swap Agreement, the Intercompany Loan Terms and Conditions, the Bank Account Agreement and the Master Definitions and Construction Schedule that are requested by Funding 1 or the Cash Manager, provided that (i) the Funding 1 Liquidity Facility Provider, the Funding 1 Swap Provider and each of the Second 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 each Second the Seventh Issuer Swap Provider 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 assignment 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 Fund is 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 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 assignment sale 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 Second 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 Second 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 Second Seventh Issuer and/or the amount of monies available to the Second Seventh Issuer to meet the Second Seventh Issuer Secured Obligations. Each Second 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 Second Seventh Issuer Cash Manager to the Second Seventh Issuer Secured Creditors as soon as practicable after the modifications have been made. (e) Each of the Second 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 CLAUSE 23.8.