Mortgages No.7 PLC Notice to the Holders
07 Juli 2017 - 4:54PM
UK Regulatory
TIDM65EJ
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
INSTRUMENTHOLDERS. IF INSTRUMENTHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY
SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING
AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR,
ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER.
NOTICE TO THE HOLDERS OF THE
GBP232,500,000 Class A1 Mortgage Backed Floating Rate Notes due 2028
(ISIN: XS0225921732; Common Code: 22592173)
(the "Class A1 Notes")
GBP438,000,000 Class A2 Mortgage Backed Floating Rate Notes due 2038
(ISIN: XS0225922110; Common Code: 22592211)
(the "Class A2 Notes")
GBP36,350,000 Class B Mortgage Backed Floating Rate Notes due 2038
(ISIN: XS0225922383; Common Code: 22592238)
(the "Class B Notes")
GBP24,400,000 Class C Mortgage Backed Floating Rate Notes due 2038
(ISIN: XS0225922466; Common Code: 22592246)
(the "Class C Notes")
GBP11,250,000 Class D Mortgage Backed Floating Rate Notes due 2038
(ISIN: XS0225922623; Common Code: 22592262)
(the "Class D Notes")
GBP7,500,000 Class E Mortgage Backed Floating Rate Notes due 2038
(ISIN: XS0225922896; Common Code: 22592289)
the "Class E Notes")
GBP7,500,000 Class F Mortgage Backed Floating Rate Notes due 2038
(ISIN: XS0225923191; Common Code: 22592319)
(the "Class F Notes")
issued by
Mortgages No.7 Plc
on 8 August 2005
The Class A1 Notes, the Class A2 Notes, the Class B Notes, the Class C Notes,
the Class D Notes, the Class E Notes and the Class F Notes are together
referred to as the "Notes".
Capitalised terms used but not otherwise defined in this notice shall have the
meanings ascribed to them in the liquidity facility agreement (the "Liquidity
Facility Agreement") dated 8 August 2005, as amended and restated on 25 July
2008, and entered into, inter alios, between the Issuer and Barclays Bank PLC
as liquidity facility provider (the "Liquidity Facility Provider") and the
master definitions schedule (the "Master Definitions Schedule") dated 8 August
2005 and entered into between the Issuer and U.S. Bank Trustees Limited
(formerly ABN AMRO Trustees Limited) as security trustee.
NOTICE IS HEREBY GIVEN to Noteholders that the Issuer and the Liquidity
Facility Provider have reduced the amount of the Commitment in accordance with
the Liquidity Facility Agreement. Pursuant to the Liquidity Facility Agreement,
the Issuer and the Liquidity Facility Provider may agree to vary the Liquidity
Maximum Amount by increasing or decreasing the amount of the Commitment. The
Commitment
was reduced to GBP17,269,757 on 23 June 2017 and will decrease on each Interest
Payment Date thereafter to an amount equal to the greater of (i) 15 per cent.
of the Principal Amount Outstanding of the Notes (excluding the F Notes) on
such Interest Payment Date, and (ii) GBP575,659, provided that no reduction shall
occur on an Interest Payment Date if:
(a) after application of the Available Revenue Funds on the relevant
Interest Payment Date, the Reserve Fund is less than the Reserve Fund Required
Amount or if there is a debit balance on the Principal Deficiency Ledger;
(b) the aggregate value of the principal losses experienced on the
Mortgage Pool (whether or not such losses form part of the Principal Deficiency
Ledger at such time) as at the immediately preceding Determination Date from
the Issue Date is greater than 1.5 per cent. of the aggregate principal amount
of the Notes (excluding the F Notes) on the Issue Date;
(c) as at the immediately preceding Interest Payment Date the
aggregate Balance of Loans in respect of which any payment is 90 days or more
in arrears is higher than 5 per cent. of the aggregate Balance of all Loans in
the Mortgage Pool;
(d) either the Mortgage Administrator or the Cash/Bond Administrator
is in default of its obligations under the Mortgage Administration Agreement or
the Cash/Bond Administration Agreement respectively, as applicable; or
(e) amounts of Liquidity Advances remain drawn but unpaid as at such
date pursuant to the Liquidity Facility Agreement,
(the "Commitment Reduction").
Moody's reviewed the Commitment Reduction and issued a press release on 22 June
2017 confirming that the Commitment Reduction will not, in and of itself,
result in a reduction or withdrawal of S&P's current ratings of the Notes it
rates. The full text of the press release is available for viewing at http://
www.moodys.com.
S&P reviewed the Commitment Reduction and confirmed on 7 June 2017 that the
Commitment Reduction will not in and of itself result in a downgrade,
withdrawal or qualification of the ratings assigned to the Notes it rates and
reconfirmed this on 18 June 2017.
Fitch reviewed the Commitment Reduction and provided a point-in-time assessment
of the creditworthiness of the Notes it rates on 15 March 2017 and confirmed in
subsequent correspondence on 30 May 2017 that further analysis undertaken by
Fitch on 31 March 2017 in relation to the Notes considered the Commitment
Reduction.
In accordance with normal practice, the Trustee for the Notes described above
expresses no opinion on the matters described in this Notice and has no
objection to this Notice being submitted to the relevant Noteholders for their
consideration. Noteholders should take their own advice as to the contents of
this Notice. The Trustee for the Notes described above is not responsible for
the accuracy, completeness, validity or correctness of the statements made in
this Notice or any omissions therein. The Trustee for the Notes described above
has reserved its rights and remedies in respect of any matter described in or
related to this Notice and at law.
Governing Law
The terms of this Notice shall be governed by and construed in accordance with
English law.
Issuer
Mortgages No.7 plc 4th Floor
40 Dukes Place London
EC3A 7NH
Tel: +44 (0)20 7397 6326
Fax: + 44 (0)20 3170 0246
Email: spvservices@capitafiduciary.co.uk This notice is given by the Issuer.
Dated 3 July 2017
END
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