Lanark Master Issuer (Mortgage Note Prog) 2019: 26 May 2019
Lanark Master Issuer plc initially established a £20 billion residential mortgage backed note programme on 3 August 2007.
Notes issued under the programme have been and will be issued in series. Each series will normally: (a) be issued on a single date; (b) be subject to the terms and conditions of the notes; and (c) consist of one or more classes of notes. Notes of the same class rank pari passu and pro rata among themselves. Each series of the same class will not, however, be subject to identical terms in all respects (for example interest rates, interest calculations, expected maturity and final maturity dates will differ). The issuer may from time to time issue class A notes, class B notes, class C notes, class D notes, class E notes and class Z notes in one or more series (together, but excluding the class Z VFNs, the "listed notes"). The issuer may also issue class Z notes, which are variable funding notes, from time to time.
The issuer's primary source of funds to make payments on the notes will be derived from payments pursuant to the global intercompany loan agreement entered into between the issuer and Lanark Funding Limited. Funding pays amounts due under the global intercompany loan principally from its share of the trust property. The trust property primarily comprises a portfolio of first ranking residential mortgage loans originated by Clydesdale Bank (and/or originated by Yorkshire Bank Home Loans Limited and subsequently acquired by Clydesdale Bank) and, in each case, secured on properties located in England, Wales and Scotland. The mortgages trustee holds the mortgage portfolio on trust for the seller and Funding. Neither the issuer nor the noteholders will have any direct interest in the trust property, although the issuer will share in the benefit of a security interest created by Funding over its share of the trust property. The issuer's primary asset will be its rights under the global intercompany loan agreement and the related security created by Funding.
EU Risk Retention: The seller confirms that it will (as originator for the purposes of the Securitisation Regulation) retain, on an ongoing basis, a material net economic interest of not less than 5% in the securitisation as required by Article 6(1) of Regulation (EU) 2017/2402 by way of a retention of the seller share of no less than 5% of the mortgages trust in accordance with Article 6(3)(b) of the Securitisation Regulation. The seller confirms that its retained net economic interest will not be sold or be subject to any credit risk mitigation or any short positions or any other credit risk hedges, except as permitted by the Securitisation Regulation. The seller intends to retain a material net economic interest of not less than 5% in the securitisation through maintaining the seller share.
US Risk Retention: The seller is required under Section 15G of the Exchange Act and regulations to retain an economic interest in the credit risk of the interests created by the issuer in an amount of not less than 5%. The seller, in its capacity as sponsor, intends to satisfy the US Credit Risk Retention Requirements by maintaining a "seller interest" by way of the seller share in the trust property in an amount equal to at least 5% of the aggregate principal amount outstanding of the notes of all series issued by the issuer, other than any notes that are at all times held by the seller or one or more of its wholly-owned affiliates, calculated in all cases in accordance with the US Credit Risk Retention Requirements and measured at the closing date of each issuance of notes and on a monthly basis on each distribution date.