Common use of Modifications and Determinations by Note Trustee Clause in Contracts

Modifications and Determinations by Note Trustee. The Note Trustee, may, without the consent of the Noteholders: (a) agree to any modification (other than a Basic Terms Modification) of, or to the waiver or authorisation of any breach or proposed breach of, the Conditions of any Class of Notes or any of the Transaction Documents which is not in the opinion of the Note Trustee, materially prejudicial to the interests of the Noteholders of any Class of Notes; or (b) determine that any Note Event of Default shall not be treated as such provided that it is not in the opinion of the Note Trustee materially prejudicial to the interests of the Holders of the most senior Class of Notes then outstanding; or (c) agree to any modification (including a Basic Terms Modification) of these Conditions or any of the Transaction Documents which, in the opinion of the Note Trustee, is of a formal, minor or technical nature or is to correct a manifest error established as such to the satisfaction of the Note Trustee or is to comply with the mandatory provisions of law; or (d) agree to any modification of any of these Conditions or any Transaction Documents as expressly provided for in the Transaction Documents. In addition, as further provided for in the Note Trust Deed, the Note Trustee shall give its consent to any modifications to any Transaction Document or direct the Issuer Security Trustee to give its consent to such modifications or to direct the Funding 1 Security Trustee to give its consent to such modifications that are requested by Funding 1 (or the Cash Manager on its behalf) or the Issuer (or the Issuer Cash Manager on its behalf), provided that Funding 1 (or the Cash Manager on its behalf) or the Issuer (or the Issuer Cash Manager on its behalf) certifies to the Note Trustee or the Issuer Security Trustee (as applicable) in writing that such modifications are required in order to accommodate (among other things): (i) New Intercompany Loan Agreements to be advanced to Funding 1 or any Further Funding Companies or the amendment of any existing Issuer Intercompany Loan and/or the issue of Further Securities and/or New Notes or New Issuer Notes by any New Issuers or by the Issuer; (ii) New Funding 1 Start-Up Loan Agreements and/or new start-up loan agreement of any Further Funding Company or any New Issuer or the amendment or increase in size of any existing Funding 1 Start-Up Loan Agreement or the Issuer Start-Up Loan Agreement or such new start-up loan agreement (as the case may be); (iii) the addition of new Issuer Secured Creditors, New Funding 1 Secured Creditors or secured creditors of any New Issuer or any Further Funding Company; (iv) the accession of New Beneficiaries to the Mortgages Trust Deed; (v) the issue (directly or indirectly) of debt by Funding 1 and/or any Further Funding Company (other than as referred to in paragraphs (i) and (ii) above); (vi) the sale of New Loan Types or their Related Security to the Mortgages Trustee; (vii) the creation and issue of Further Notes carrying the same terms and conditions in all respects (or in all respects except for the first Interest Period) as, and so that the same shall be consolidated and form a single series and rank pari passu with any class of the existing Notes, subject to the conditions set out in Condition 16.1; (viii) the creation and issue of New Notes which may rank pari passu with the Class A Notes or the Class Z Notes or after the Class A Notes but ahead of the Class Z Notes or after the Class Z Notes and which may have terms and conditions which differ from the Notes and which do not form a single series with the Class A Notes or the Class Z Notes provided that the conditions set out in Condition 16.1(a), (c), (d) and (e) are satisfied (ix) changes to the Funding 1 Reserve Required Amount, the Issuer Reserve Fund Required Amount or the Issuer Liquidity Reserve Fund Required Amount (or equivalent amounts in respect of any Further Funding Company and/or New Issuer) or to the manner in which each such amounts are funded; (x) changes to the Asset Trigger Events and Non-Asset Trigger Events; (xi) in respect of the Issuer Security Trustee and the Note Trustee only, at any time after the Series 2010-2 Class A Notes are redeemed in full, any changes to the form of the Class Z Notes (including but not limited to replacing the Class Z Notes with one or more tranches of Class Z Notes) provided that the aggregate Principal Amount Outstanding of all Class Z Notes is not reduced; (xii) at any time after the Previous Notes and the Series 2010-2 Notes which were outstanding as at 28 July 2011 (or any Notes fungible therewith) have been redeemed in full, any changes to the criteria of any of the Rating Agencies which take effect after 28 July 2011; and (xiii) the novation of any Issuer Swap Agreement to a replacement Issuer Swap Provider (provided that all conditions to the novation which are set out in the relevant Issuer Swap Agreement have been or will be satisfied upon that novation) or the novation of any Funding 1 Swap to a replacement Funding 1 Swap Provider (provided that all conditions to the novation which are set out in the Funding 1 Swap Agreement have been or will be satisfied upon that novation). and provided further that: (A) in respect of the matters listed in paragraphs (i) (iv), (vi) and (xiii) (above), Funding 1, the Cash Manager, the Issuer and/or the Issuer Cash Manager certify to the Note Trustee, the Issuer Security Trustee and/or the Funding 1 Security Trustee (as applicable) in writing that the relevant conditions precedent have been satisfied as further described in the Note Trust Deed; and (B) in respect of the matters listed in paragraphs (i) to (xii) above, the Note Trustee or the Issuer Security Trustee (as applicable) has received written confirmation from the Rating Agencies that as a result of the relevant modifications the then current Ratings of the Rated Notes will not be downgraded, withdrawn or qualified (it being acknowledged that none of the Rating Agencies has any obligation to provide such confirmation at any time and that, pursuant to Condition 15 (Rating Agencies), the confirmation of one of the Rating Agencies may be sufficient for such purpose). Further, the Note Trustee shall give its consent to any modifications to any Transaction Document or direct the Issuer Security Trustee to give its consent to such modifications or to direct the Funding 1 Security Trustee to give its consent to such modifications, that are requested by Funding 1 (or the Cash Manager on its behalf) or the Issuer (or the Issuer Cash Manager on its behalf) provided that Funding 1 (or the Cash Manager on its behalf) or the Issuer (or the Issuer Cash Manager on its behalf) (i) certifies to the Note Trustee, the Issuer Security Trustee and/or the Funding 1 Security Trustee (as applicable) in writing that such modifications are required in order to accommodate changes to the Funding 1 Interest Payment Date from the 18th day of March, June, September and December in each calendar year (or, if such day is not a Business Day, the next succeeding Business Day) to the 18th day of each month in each year or any other day in each month of each year specified in such certificate (or, if such day is not a Business Day, the next succeeding Business Day) in respect of any Loan Tranche and; (ii) specifies the effective date for such modifications in such certificate, including without limitation: (a) to the definitions of Funding 1 Interest Payment Date and Funding 1 Interest Period; (b) any amounts payable on any Funding 1 Interest Payment Date or to be reserved for any amount payable on any future Funding 1 Interest Payment Date in accordance with the Funding 1 Priority of Payments; (c) in respect of the reference rate for the calculation of interest due on any Intercompany Loan and/or its method of calculation or the instalments of principal payable under any Intercompany Loan Agreement; (d) in respect of the rates for calculating the amounts payable under and the periods for payment and the dates for payment under the Funding 1 Swap Agreement (e) any amounts payable on any Interest Payment Date (other than in relation to the Notes without the prior consent or sanction of the relevant Noteholders) or to be reserved for any amount payable on any future Interest Payment Date in accordance with the Issuer Priority of Payments; and (f) in respect of the rates for calculating the amounts payable under and the periods for payment under and the dates for payment under the Issuer Swap Agreements. For the avoidance of doubt, the Note Trustee and/or the Issuer Security Trustee shall be entitled to assume, without further investigation or inquiry, that such modification, waiver, determination or authorisation will not be materially prejudicial to the interests of the Noteholders or any Class thereof if each of the Rating Agencies has confirmed that the then current ratings of each Class of Rated Notes would not be reduced, withdrawn or qualified by such modification, waiver, determination or authorisation, subject to Condition 15 (Rating Agencies). The Note Trustee and/or the Issuer Security Trustee and/or the Funding 1 Security Trustee, as applicable, shall be entitled to treat as conclusive a certificate by any director, officer or employee of the Issuer, Funding 1, the Seller, any independent investment bank or financial adviser acting in relation to the Notes as to any matter referred to above and, in the absence of manifest error, shall not be responsible for any loss, liability, costs, damages, expenses or inconvenience that may be caused as a result. Any such modification, waiver, authorisation or determination shall be binding on the Noteholders and, unless the Note Trustee agrees otherwise, any such modification shall be notified to the Noteholders and the Rating Agencies in accordance with Condition 14 (Notice to Noteholders) as soon as practicable thereafter.

Modifications and Determinations by Note Trustee. The Note Trustee, may, without the consent of the Noteholders: (a) agree to any modification (other than a Basic Terms Modification) of, or to the waiver or authorisation of any breach or proposed breach of, the Conditions of any Class of Notes or any of the Transaction Documents which is not in the opinion of the Note Trustee, materially prejudicial to the interests of the Noteholders of any Class of Notes; or (b) determine that any Note Event of Default shall not be treated as such provided that it is not in the opinion of the Note Trustee materially prejudicial to the interests of the Holders of the most senior Class of Notes then outstanding; or (c) agree to any modification (including a Basic Terms Modification) of these Conditions or any of the Transaction Documents which, in the opinion of the Note Trustee, is of a formal, minor or technical nature or is to correct a manifest error established as such to the satisfaction of the Note Trustee or is to comply with the mandatory provisions of law; or (d) agree to any modification of any of these Conditions or any Transaction Documents as expressly provided for in the Transaction Documents; or (e) direct the Issuer Security Trustee to concur with the Issuer or any other person in making any modification to any of these Conditions or any Transaction Documents as expressly provided for in the Note Trust Deed; or (f) direct the Issuer Security Trustee to direct the Funding 1 Security Trustee to concur with Funding 1 or any other person in making any modification to any of these Conditions or any Transaction Documents as expressly provided for in the Note Trust Deed. In addition, as further provided for in the Note Trust Deed, Deed the Note Trustee shall give its consent to any modifications to any Transaction Document or direct the Issuer Security Trustee to give its consent to such modifications or to direct the Funding 1 Security Trustee to give its consent to such modifications that are requested by Funding 1 (or the Cash Manager on its behalf) or the Issuer (or the Issuer Cash Manager on its behalf), provided that Funding 1 (or the Cash Manager on its behalf) or the Issuer (or the Issuer Cash Manager on its behalf) certifies to the Note Trustee or the Issuer Security Trustee (as applicable) in writing that such modifications are required in order to accommodate (among other things): (i) New Intercompany Loan Agreements to be advanced to Funding 1 or any Further Funding Companies or the amendment of any existing Issuer Intercompany Loan and/or the issue of Further Securities and/or New Notes or New Issuer Notes by any New Issuers or by the Issuer; (ii) New Funding 1 Start-Up Loan Agreements and/or new start-up loan agreement of any Further Funding Company or any New Issuer or the amendment or increase in size of any existing Funding 1 Start-Up Loan Agreement or the Issuer Start-Up Loan Agreement or such new start-up loan agreement (as the case may be)agreement; (iii) the addition of new Issuer Secured Creditors, New Funding 1 Secured Creditors or secured creditors of any New Issuer or any Further Funding Company; (iv) the accession of New Beneficiaries to the Mortgages Trust Deed; (v) the issue (directly or indirectly) of debt by Funding 1 and/or any Further Funding Company (other than as referred to in paragraphs (i) and (ii) above); (vi) the sale of New Loan Types or their Related Security to the Mortgages Trustee; (vii) the creation and issue of Further Notes carrying the same terms and conditions in all respects (or in all respects except for the first Interest Period) as, and so that the same shall be consolidated and form a single series and rank pari passu with any class of the existing Notes, subject to the conditions set out in Condition 16.1; (viii) the creation and issue of New Notes which may rank pari passu with the Class A Notes or the Class Z Notes or after the Class A Notes but ahead of the Class Z Notes or after the Class Z Notes and which may have terms and conditions which differ from the Notes and which do not form a single series with the Class A Notes or the Class Z Notes provided that the conditions set out in Condition 16.1(a), (c), (d) and (e) are satisfied; (ix) changes to the Funding 1 Reserve Required Amount, the Issuer Reserve Fund Required Amount or the Issuer Liquidity Reserve Fund Required Amount (or equivalent amounts in respect of any Further Funding Company and/or New Issuer) or to the manner in which each such amounts are funded; (x) changes to the Asset Trigger Events and Non-Asset Trigger Events; (xi) in respect of the Issuer Security Trustee and the Note Trustee only, at any time after the Series 2010-2 Class A Notes are redeemed in full, any changes to the form of the Class Z Notes (including but not limited to replacing the Class Z Notes with one or more tranches of Class Z Notes) provided that the aggregate Principal Amount Outstanding of all Class Z Notes is not reduced; (xii) at any time after the Previous Notes and the Series 2010-2 Notes which were outstanding as at 28 July 2011 (or any Notes fungible therewith) have been redeemed in full, any changes to the criteria of any of the Rating Agencies which take effect after 28 July 2011; and (xiii) the novation of any Issuer Swap Agreement to a replacement Issuer Swap Provider (provided that all conditions to the novation which are set out in the relevant Issuer Swap Agreement have been or will be satisfied upon that novation) or the novation of any Funding 1 Swap to a replacement Funding 1 Swap Provider (provided that all conditions to the novation which are set out in the Funding 1 Swap Agreement have been or will be satisfied upon that novation). ) and provided further that: (A) in respect of the matters listed in paragraphs (i) ), (iv), (vi) and (xiii) (above), Funding 1, the Cash Manager, the Issuer and/or the Issuer Cash Manager certify to the Note TrusteeTrustee or, the Issuer Security Trustee and/or the Funding 1 Security Trustee (as applicable) in writing that the relevant conditions precedent have been satisfied as further described in the Note Trust Deed; and (B) in respect of the matters listed in paragraphs (i) to (xii) above, the Note Trustee or the Issuer Security Trustee (as applicable) has received written confirmation from the Rating Agencies that as a result of the relevant modifications the then current Ratings of the Rated Notes will not be downgraded, withdrawn or qualified (it being acknowledged that none of the Rating Agencies has any obligation to provide such confirmation at any time and that, pursuant to Condition 15 (Rating Agencies), the confirmation of one of the Rating Agencies may be sufficient for such purpose). Further, the Note Trustee shall give its consent to any modifications to any Transaction Document or direct the Issuer Security Trustee to give its consent to such modifications or to direct the Funding 1 Security Trustee to give its consent to such modifications, that are requested by Funding 1 (or the Cash Manager on its behalf) or the Issuer (or the Issuer Cash Manager on its behalf) provided that Funding 1 (or the Cash Manager on its behalf) or the Issuer (or the Issuer Cash Manager on its behalf) (i) certifies to the Note Trustee, the Issuer Security Trustee and/or the Funding 1 Security Trustee (as applicable) in writing that such modifications are required in order to accommodate changes to the Funding 1 Interest Payment Date from the 18th day of March, June, September and December in each calendar year (or, if such day is not a Business Day, the next succeeding Business Day) to the 18th day of each month in each year or any other day in each month of each year specified in such certificate (or, if such day is not a Business Day, the next succeeding Business Day) in respect of any Loan Tranche corresponding to the Series 2011-2 Notes and/or any other Loan Tranche and; (ii) specifies the effective date for such modifications in such certificate, including without limitation: (a) to the definitions of Funding 1 Interest Payment Date and Funding 1 Interest Period; (b) any amounts payable on any Funding 1 Interest Payment Date or to be reserved for any amount payable on any future Funding 1 Interest Payment Date in accordance with the Funding 1 Priority of Payments; (c) in respect of the reference rate for the calculation of interest due on any Intercompany Loan and/or its method of calculation or the instalments of principal payable under any Intercompany Loan Agreement; (d) in respect of the rates for calculating the amounts payable under and the periods for payment and the dates for payment under the Funding 1 Swap Agreement; (e) any amounts payable on any Interest Payment Date (other than in relation to the Notes without the prior consent or sanction of the relevant Noteholders) or to be reserved for any amount payable on any future Interest Payment Date in accordance with the Issuer Priority of Payments; and (f) in respect of the rates for calculating the amounts payable under and the periods for payment under and the dates for payment under the Issuer Swap Agreements. For the avoidance of doubt, the Note Trustee and/or the Issuer Security Trustee shall be entitled to assume, without further investigation or inquiry, that such modification, waiver, determination or authorisation will not be materially prejudicial to the interests of the Noteholders or any Class thereof if each of the Rating Agencies has confirmed that the then current ratings of each Class of Rated Notes would not be reduced, withdrawn or qualified by such modification, waiver, determination or authorisation, subject to Condition 15 (Rating Agencies). The Note Trustee and/or the Issuer Security Trustee and/or the Funding 1 Security Trustee, as applicable, shall be entitled to treat as conclusive a certificate by any director, officer or employee of the Issuer, Funding 1, the Seller, any independent investment bank or financial adviser acting in relation to the Notes as to any matter referred to above and, in the absence of manifest error, shall not be responsible for any loss, liability, costs, damages, expenses or inconvenience that may be caused as a result. Any such modification, waiver, authorisation or determination shall be binding on the Noteholders and, unless the Note Trustee agrees otherwise, any such modification shall be notified to the Noteholders and the Rating Agencies in accordance with Condition 14 (Notice to Noteholders) as soon as practicable thereafter.

Modifications and Determinations by Note Trustee. The Note Trustee, may, without the consent of the Noteholders: (a) agree to any modification (other than a Basic Terms Modification) of, or to the waiver or authorisation of any breach or proposed breach of, the Conditions of any Class of Notes or any of the Transaction Documents which is not in the opinion of the Note Trustee, materially prejudicial to the interests of the Noteholders of any Class of Notes; or (b) determine that any Note Event of Default shall not be treated as such provided that it is not in the opinion of the Note Trustee materially prejudicial to the interests of the Holders of the most senior Class of Notes then outstanding; or (c) agree to any modification (including a Basic Terms Modification) of these Conditions or any of the Transaction Documents which, in the opinion of the Note Trustee, is of a formal, minor or technical nature or is to correct a manifest error established as such to the satisfaction of the Note Trustee or is to comply with the mandatory provisions of law; or (d) agree to any modification of any of these Conditions or any Transaction Documents as expressly provided for in the Transaction Documents; or (e) direct the Issuer Security Trustee to concur with the Issuer or any other person in making any modification to any of these Conditions or any Transaction Documents as expressly provided for in the Transaction Documents; or (f) direct the Issuer Security Trustee to direct the Funding 1 Security Trustee to concur with Funding 1 or any other person in making any modification to any of these Conditions or any Transaction Documents as expressly provided for in the Transaction Documents. In addition, as further provided for in the Note Trust Deed, each of the Note Trustee shall and the Issuer Security Trustee will give its consent to any modifications to any Transaction Document or direct the Issuer Security Trustee to give its consent to such modifications or to direct the Funding 1 Security Trustee to give its consent to such modifications that are requested by Funding 1 (or the Cash Manager on its behalf) or the Issuer (or the Issuer Cash Manager on its behalf), provided that Funding 1 (or the Cash Manager on its behalf) or the Issuer (or the Issuer Cash Manager on its behalf) certifies to the Note Trustee or the Issuer Security Trustee (as applicable) in writing that such modifications are required in order to accommodate (among other things): (i) New Intercompany Loan Agreements to be advanced to the entry into by Funding 1 or any Further Funding Companies of any New Intercompany Loans or the amendment of any existing Issuer Intercompany Loan and/or Loans or the issue of Further Securities and/or New Notes or New Issuer Notes or Further Securities by any New Issuers Issuer or by the Issuer; (ii) New Funding 1 Start-Up Loan Agreements and/or new start-up loan agreement of any Further Funding Company or any New Issuer (as the case may be) or the amendment or increase in size of any existing Funding 1 Start-Up Loan Agreement or the Issuer Start-Up Loan Agreement or such new start-up loan agreement (as the case may be)agreement; (iii) the addition of new New Issuer Secured Creditors, New Funding 1 Secured Creditors or secured creditors of any New Issuer or any Further Funding CompanyCompany to the Transaction Documents; (iv) the accession of New Beneficiaries as Beneficiaries to the Mortgages Trust Deed; (v) the issue (directly or indirectly) of debt by Funding 1 and/or any Further Funding Company (other than as referred to in paragraphs (i) and (ii) above); (vi) the sale of New Loan Types or their Related Security to the Mortgages Trustee; (vii) the creation and issue of Further Notes carrying the same terms and conditions in all respects (or in all respects except for the first Interest Period) as, and so that the same shall be consolidated and form a single series and rank pari passu with with, any class of the existing Notes, subject to the conditions set out in Condition 16.116.1 (Further Notes); (viii) the creation and issue of New Notes which may rank pari passu with the Class A Notes or the Class Z Notes or after the Class A Notes but ahead of the Class Z Notes or after the Class Z Notes and which may have terms and conditions which differ from the Notes and which do not form a single series with the Class A Notes or the Class Z Notes provided that the conditions set out in Condition 16.1(a), (c), (d) and (e) (Further Notes) are satisfied; (ix) changes to the Funding 1 Reserve Required Amount, the Issuer Reserve Fund Required Amount or the Issuer Liquidity Reserve Fund Required Amount (or equivalent amounts in respect of any Further Funding Company and/or New Issuer) or to the manner in which each such amounts are funded; (x) changes to the Asset Trigger Events and Non-Asset Trigger Events; (xi) in respect of the Issuer Security Trustee and the Note Trustee only, at any time after the Series 2010-2 Class A Notes are redeemed in full, any changes to the form of the Class Z Notes (including including, but not limited to to, replacing the Class Z Notes with one or more tranches of Class Z Notes) provided that the aggregate Principal Amount Outstanding of all Class Z Notes is not reduced; (x) any changes to the Funding 1 Reserve Required Amount, the Issuer Reserve Fund Required Amount or the Issuer Liquidity Reserve Fund Required Amount (or the equivalent amounts in respect of any Further Funding Company and/or New Issuer) and/or the manner in which each of such amounts are funded; (xi) changes to the Asset Trigger Events and Non-Asset Trigger Events; (xii) at any time after the Previous Notes issued by the Third Issuer, the Fourth Issuer and the Series 2010-2 Notes Fifth Issuer (which were are outstanding as at 28 July 2011 the Closing Date (or any Notes fungible therewith)) have been redeemed in full, any changes to the criteria of any of the Rating Agencies which take effect after 28 July 2011the Closing Date; andand/or (xiii) (the novation of any Issuer Swap Agreement to a replacement Issuer Swap Provider (provided that all conditions to the novation which are set out in the relevant Issuer Swap Agreement have been or will be satisfied upon that novation) or the novation of any Funding 1 Swap to a replacement Funding 1 Swap Provider (provided that all conditions to the novation which are set out in the Funding 1 Swap Agreement have been or will be satisfied upon that novation). and provided further that: (A) : • in respect of the matters listed in paragraphs (i) ), (iv), (vi) and (xiii) (above), Funding 1, the Cash Manager, the Issuer and/or the Issuer Cash Manager certify to the Note Trustee, Trustee or the Issuer Security Trustee and/or the Funding 1 Security Trustee (as applicable) in writing that the relevant conditions precedent have been satisfied as further described in the Note Trust Deedsatisfied; and (B) and • in respect of the matters listed in paragraphs (i) to (xii) above, the Note Trustee or the Issuer Security Trustee (as applicable) has received written confirmation from the Rating Agencies that as a result of the relevant modifications the then current Ratings of the Rated Notes will not be downgraded, withdrawn or qualified (it being acknowledged that none of the Rating Agencies has any obligation to provide such confirmation at any time and that, pursuant to Condition 15 (Rating Agencies), the confirmation of one of the Rating Agencies may be sufficient for such purpose). Further, the The Note Trustee shall give its consent to any modifications to any Transaction Document or direct the Issuer Security Trustee to give its consent to such modifications or to direct the Funding 1 Security Trustee to give its consent to such modifications, that are requested by Funding 1 (or the Cash Manager on its behalf) or the Issuer (or the Issuer Cash Manager on its behalf) provided that Funding 1 (or the Cash Manager on its behalf) or the Issuer (or the Issuer Cash Manager on its behalf) (i) certifies to the Note Trustee, the Issuer Security Trustee and/or the Funding 1 Security Trustee (as applicable) in writing that such modifications are required in order to accommodate changes to the Funding 1 Interest Payment Date from the 18th day of March, June, September and December in each calendar year (or, if such day is not a Business Day, the next succeeding Business Day) to the 18th day of each month in each year or any other day in each month of each year specified in such certificate (or, if such day is not a Business Day, the next succeeding Business Day) in respect of any Loan Tranche and; (ii) specifies the effective date for such modifications in such certificate, including without limitation: (a) to the definitions of Funding 1 Interest Payment Date and Funding 1 Interest Period; (b) any amounts payable on any Funding 1 Interest Payment Date or to be reserved for any amount payable on any future Funding 1 Interest Payment Date in accordance with the Funding 1 Priority of Payments; (c) in respect of the reference rate for the calculation of interest due on any Intercompany Loan and/or its method of calculation or the instalments of principal payable under any Intercompany Loan Agreement; (d) in respect of the rates for calculating the amounts payable under and the periods for payment under and the dates for payment under the Funding 1 Swap Agreement; (e) any amounts payable on any Interest Payment Date (other than in relation to the Notes without the prior consent or sanction of the relevant Noteholders) or to be reserved for any amount payable on any future Interest Payment Date in accordance with the Issuer Priority of Payments; and (f) in respect of the rates for calculating the amounts payable under and the periods for payment under and the dates for payment under the Issuer Swap Agreements. For the avoidance of doubt, the Note Trustee and/or the Issuer Security Trustee shall be entitled to assume, without further investigation or inquiry, that such modification, waiver, determination or authorisation will not be materially prejudicial to the interests of the Noteholders or any Class thereof if each of the Rating Agencies has confirmed that the then current ratings of each Class of Rated Notes would not be reduced, withdrawn or qualified by such modification, waiver, determination or authorisation, subject to Condition 15 (Rating Agencies). The Note Trustee and/or the Issuer Security Trustee and/or the Funding 1 Security Trustee, as applicable, shall be entitled to treat as conclusive a certificate by any director, officer or employee of the Issuer, Funding 1, the Seller, any independent investment bank or financial adviser acting in relation to the Notes as to any matter referred to above and, in the absence of manifest error, shall not be responsible for any loss, liability, costs, damages, expenses or inconvenience that may be caused as a result. Any such modification, waiver, authorisation or determination shall be binding on the Noteholders and, unless the Note Trustee agrees otherwise, any such modification shall be notified to the Noteholders and the Rating Agencies in accordance with Condition 14 (Notice to Noteholders) as soon as practicable thereafter.

Modifications and Determinations by Note Trustee. The Note Trustee, may, without the consent of the Noteholders: (a) agree to any modification (other than a Basic Terms Modification) of, or to the waiver or authorisation of any breach or proposed breach of, the Conditions of any Class of Notes or any of the Transaction Documents which is not in the opinion of the Note Trustee, materially prejudicial to the interests of the Noteholders of any Class of Notes; or (b) determine that any Note Event of Default shall not be treated as such provided that it is not in the opinion of the Note Trustee materially prejudicial to the interests of the Holders of the most senior Class of Notes then outstanding; or (c) agree to any modification (including a Basic Terms Modification) of these Conditions or any of the Transaction Documents which, in the opinion of the Note Trustee, is of a formal, minor or technical nature or is to correct a manifest error established as such to the satisfaction of the Note Trustee or is to comply with the mandatory provisions of law; or (d) agree to any modification of any of these Conditions or any Transaction Documents as expressly provided for in the Transaction Documents. In addition, as further provided for in the Note Trust Deed, Deed the Note Trustee shall give its consent to any modifications to any Transaction Document or direct the Issuer Security Trustee to give its consent to such modifications or to direct the Funding 1 Security Trustee to give its consent to such modifications that are requested by Funding 1 (or the Cash Manager on its behalf) or the Issuer (or the Issuer Cash Manager on its behalf), provided that Funding 1 (or the Cash Manager on its behalf) or the Issuer (or the Issuer Cash Manager on its behalf) certifies to the Note Trustee or the Issuer Security Trustee (as applicable) in writing that such modifications are required in order to accommodate (among other things): (i) New Intercompany Loan Agreements to be advanced to Funding 1 or any Further Funding Companies or the amendment of any existing Issuer Intercompany Loan and/or the issue of Further Securities and/or New Notes or New Issuer Notes or Further Securities by any New Issuers or by the Issuer; (ii) New Funding 1 Start-Up Loan Agreements and/or new start-up loan agreement of any Further Funding Company or any New Issuer (as the case may be) or the amendment or increase in size of any existing Funding 1 Start-Up Loan Agreement or the Issuer Start-Up Loan Agreement or such new start-up loan agreement (as the case may be); (iii) the addition of new New Issuer Secured Creditors, New Funding 1 Secured Creditors or secured creditors of any New Issuer or any Further Funding Company; (iv) the accession of New Beneficiaries to the Mortgages Trust Deed; (v) the issue (directly or indirectly) of debt by Funding 1 and/or any Further Funding Company (other than as referred to in paragraphs (i) and (ii) above); (vi) the sale of New Loan Types or their Related Security to the Mortgages Trustee; (vii) the creation and issue of Further Notes carrying the same terms and conditions in all respects (or in all respects except for the first Interest Period) as, and so that the same shall be consolidated and form a single series and rank pari passu with with, any class of the existing Notes, subject to the conditions set out in Condition 16.1; (viii) the creation and issue of New Notes which may rank pari passu with the Class A Notes or the Class Z Notes or after the Class A Notes but ahead of the Class Z Notes or after the Class Z Notes and which may have terms and conditions which differ from the Notes and which do not form a single series with the Class A Notes or the Class Z Notes provided that the conditions set out in Condition 16.1(a), (c), (d) and (e) are satisfied; (ix) changes to the Funding 1 Reserve Required Amount, the Issuer Reserve Fund Required Amount or the Issuer Liquidity Reserve Fund Required Amount (or equivalent amounts in respect of any Further Funding Company and/or New Issuer) or to the manner in which each of such amounts are funded; (x) changes to the Asset Trigger Events and Non-Asset Trigger Events;; and/or (xi) in respect of the Issuer Security Trustee and the Note Trustee only, at any time after the Series 2010-2 Class A Notes are redeemed in full, any changes to the form of the Class Z Notes (including but not limited to replacing the Class Z Notes with one or more tranches of Class Z Notes) provided that the aggregate Principal Amount Outstanding of all Class Z Notes is not reduced; (xii) at any time after the Previous Notes and the Series 2010-2 Notes which were outstanding as at 28 July 2011 (or any Notes fungible therewith) have been redeemed in full, any changes to the criteria of any of the Rating Agencies which take effect after 28 July 2011; and (xiii) the novation of any Issuer Swap Agreement to a replacement Issuer Swap Provider (provided that all conditions to the novation which are set out in the relevant Issuer Swap Agreement have been or will be satisfied upon that novation) or the novation of any Funding 1 Swap to a replacement Funding 1 Swap Provider (provided that all conditions to the novation which are set out in the Funding 1 Swap Agreement have been or will be satisfied upon that novation). and provided further that: (A) in respect of the matters listed in paragraphs (i) (iv), (viiv),(vi) and (xiiixi) (above), Funding 1, the Cash Manager, the Issuer and/or the Issuer Cash Manager certify to the Note Trustee, the Issuer Security Trustee and/or the Funding 1 Security Trustee (as applicable) in writing that the relevant conditions precedent have been satisfied as further described in the Note Trust Deed; and (B) in respect of the matters listed in paragraphs (i) to (xiix) above, the Note Trustee or the Issuer Security Trustee (as applicable) has received written confirmation from the Rating Agencies that as a result of the relevant modifications the then current Ratings of the Rated Notes will not be downgraded, withdrawn or qualified (it being acknowledged that none of the Rating Agencies has any obligation to provide such confirmation at any time and that, pursuant to Condition 15 (Rating Agencies), the confirmation of one of the Rating Agencies may be sufficient for such purpose). Further, the The Note Trustee shall give its consent to any modifications to any Transaction Document or direct the Issuer Security Trustee to give its consent to such modifications or to direct the Funding 1 Security Trustee to give its consent to such modifications, that are requested by Funding 1 (or the Cash Manager on its behalf) or the Issuer (or the Issuer Cash Manager on its behalf) provided that Funding 1 (or the Cash Manager on its behalf) or the Issuer (or the Issuer Cash Manager on its behalf) ) (i) certifies to the Note Trustee, the Issuer Security Trustee and/or the Funding 1 Security Trustee (as applicable) in writing that such modifications are required in order to accommodate changes to the Funding 1 Interest Payment Date from the 18th day of March, June, September and December in each calendar year (or, if such day is not a Business Day, the next succeeding Business Day) to the 18th day of each month in each year or any other day in each month of each year specified in such certificate (or, if such day is not a Business Day, the next succeeding Business Day) in respect of any Loan Tranche and; (ii) specifies the effective date for such modifications modification in such certificate, including without limitation: (a) to the definitions of Funding 1 Interest Payment Date and Funding 1 Interest Period; (b) any amounts payable on any Funding 1 Interest Payment Date or to be reserved for any amount payable on any future Funding 1 Interest Payment Date in accordance with the Funding 1 Priority of Payments; (c) in respect of the reference rate for the calculation of interest due on any Intercompany Loan and/or its method of calculation or the instalments of principal payable under any Intercompany Loan Agreement; (d) in respect of the rates for calculating the amounts payable under and the periods for payment and the dates for payment under the Funding 1 Swap Agreement; (e) any amounts payable on any Interest Payment Date (other than in relation to the Notes without the prior consent or sanction of the relevant Noteholders) or to be reserved for any amount payable on any future Interest Payment Date in accordance with the Issuer Priority of Payments; and (f) in respect of the rates for calculating the amounts payable under and the periods for payment under and the dates for payment under the Issuer Swap Agreements. For the avoidance of doubt, the Note Trustee and/or the Issuer Security Trustee shall be entitled to assume, without further investigation or inquiry, that such modification, waiver, determination or authorisation will not be materially prejudicial to the interests of the Noteholders or any Class thereof if each of the Rating Agencies has confirmed that the then current ratings of each Class of Rated Notes would not be reduced, withdrawn or qualified by such modification, waiver, determination or authorisation, subject to Condition 15 (Rating Agencies). The Note Trustee and/or the Issuer Security Trustee and/or the Funding 1 Security Trustee, as applicable, shall be entitled to treat as conclusive a certificate by any director, officer or employee of the Issuer, Funding 1, the Seller, any independent investment bank or financial adviser acting in relation to the Notes as to any matter referred to above and, in the absence of manifest error, shall not be responsible for any loss, liability, costs, damages, expenses or inconvenience that may be caused as a result. Any such modification, waiver, authorisation or determination shall be binding on the Noteholders and, unless the Note Trustee agrees otherwise, any such modification shall be notified to the Noteholders and the Rating Agencies in accordance with Condition 14 (Notice to Noteholders) as soon as practicable thereafter.