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
£232,500,000 Class
A1 Mortgage Backed Floating Rate Notes due 2028
(ISIN: XS0225921732; Common Code: 22592173)
(the "Class A1 Notes")
£438,000,000 Class
A2 Mortgage Backed Floating Rate Notes due 2038
(ISIN: XS0225922110; Common Code: 22592211)
(the "Class A2 Notes")
£36,350,000 Class
B Mortgage Backed Floating Rate Notes due 2038
(ISIN: XS0225922383; Common Code: 22592238)
(the "Class B Notes")
£24,400,000 Class
C Mortgage Backed Floating Rate Notes due 2038
(ISIN: XS0225922466; Common Code: 22592246)
(the "Class C Notes")
£11,250,000 Class
D Mortgage Backed Floating Rate Notes due 2038
(ISIN: XS0225922623; Common Code: 22592262)
(the "Class D Notes")
£7,500,000 Class E
Mortgage Backed Floating Rate Notes due 2038
(ISIN: XS0225922896; Common Code: 22592289)
the "Class E Notes")
£7,500,000 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 £17,269,757 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) £575,659, 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