Common use of EFFECTIVENESS OF EXECUTION Clause in Contracts

EFFECTIVENESS OF EXECUTION. This Deed (in relation to any rights or assets situated in Scotland or otherwise governed by Scots law) shall be fully effective and binding upon Funding 1 and the Funding 1 Security Trustee upon at least once copy of this Deed having been executed and delivered by both Funding 1 and the Funding 1 Security Trustee notwithstanding that any other person expressed to be a party to this Deed has not then executed and delivered this Deed and notwithstanding any such party has executed or executes and has delivered or delivers a counterpart of this Deed. THIS DEED has been executed as a deed by each of the parties and delivered on the date stated at the beginning of this Deed. Issuer EXECUTED as a DEED by ) FOSSE MASTER ISSUER PLC ) by two directors, being ) SFM Directors Limited and ) SFM Directors (No.2) Limited ) Funding 1 EXECUTED as a DEED by ) FOSSE FUNDING (NO. 1) LIMITED ) by two directors, being ) SFM Directors Limited and ) SFM Directors (No.2) Limited ) Funding 1 Security Trustee and Issuer Security Trustee EXECUTED as a DEED by ) LAW DEBENTURE TRUST COMPANY OF ) NEW YORK ) acting by its duly authorised attorney ) in the presence of Witness's signature: Name: Address: Seller, Cash Manager, Funding 1 Account Bank, Funding 1 Swap Provider and Funding 1 Start-up Loan Provider EXECUTED as a DEED by ) ALLIANCE & LEICESTER PLC ) acting by its duly authorised attorney ) in the presence of Witness's signature: Name: Address: Funding 1 Corporate Services Provider EXECUTED as a DEED by ) STRUCTURED FINANCE MANAGEMENT ) LIMITED ) by two directors ) Mortgages Trustee EXECUTED as a DEED on behalf of ) FOSSE TRUSTEE LIMITED, a company ) incorporated in Jersey, Channel Islands, by ) ) being a person who, in accordance with the laws ) of that territory is acting under the authority of ) the company, in the presence of ) ) Witness's signature: Name: Address: SCHEDULE 1 FORM OF NOTICE OF CHARGE From: Fosse Funding (No.1) Limited (Funding 1) To: [Relevant party name[s]] Copy: Law Debenture Trust Company of New York (the Funding 1 Security Trustee) 28 November 2006 Dear Sirs, We hereby give you notice that by a deed of charge dated 28 November 2006 and made between Funding 1, the Funding 1 Security Trustee and others (Funding 1 Deed of Charge), Funding 1 charged to the Funding 1 Security Trustee all of its right, title, interest and benefit, present and future, in, to and under the [insert relevant agreement name[s]] dated [insert date] (each as defined in the Master Definitions and Construction Schedule signed on the date thereof by, inter alios, Funding 1 and the [relevant party name[s]] and made, in each case, between, amongst others, Funding 1 and the [relevant party name[s]]. You are authorised and instructed henceforth to deal with the Funding 1 Security Trustee in relation to our rights (but not our obligations) under the [insert relevant agreement name[s]] without further reference to us. This notice is irrevocable. Please acknowledge receipt of this notice to the Funding 1 Security Trustee on the attached Consent to Charge. Yours faithfully, ...................................... SFM Directors Limited, as Director for and on behalf of FOSSE FUNDING (NO. 1) LIMITED SCHEDULE 2 FORM OF CONSENT TO CHARGE From: [Relevant Party Name[s]] To: Law Debenture Trust Company of New York (the Funding 1 Security Trustee) Fosse Funding (No. 1) Limited (Funding 1) 28 November 2006 Dear Sirs, We hereby acknowledge receipt of the notice of charge dated 28 November 2006 relating to Funding 1 Deed of Charge (as defined therein) as adequate notice of the charge described therein. We agree to deal only with the Funding 1 Security Trustee in relation to Funding 1's rights (but not its obligations) under the [relevant agreement name[s]] referred to, and as defined in, such notice without any reference to Funding 1. We have not received from any other person any notice of charge of or any interest in the [relevant agreement name[s]]. Yours faithfully, ...................................... For and on behalf of [Relevant party name] ...................................... For and on behalf of [Relevant party name] SCHEDULE 3 FORM OF ACCESSION DEED THIS DEED is made on [date] BETWEEN

EFFECTIVENESS OF EXECUTION. This Deed (in relation to any rights or assets situated in Scotland or otherwise governed by Scots law) shall be fully effective and binding upon Funding 1 the Issuer and the Funding 1 Issuer Security Trustee upon at least once one copy of this Deed having been executed and delivered by both Funding 1 the Issuer and the Funding 1 Issuer Security Trustee notwithstanding that any other person expressed to be a party to this Deed has not then executed and delivered this Deed and notwithstanding any such party has executed or executes and has delivered or delivers a counterpart of this Deed. THIS DEED has been executed as a deed by each of the parties and delivered on the date stated at the beginning of this Deed. The Issuer EXECUTED as a DEED by ) FOSSE MASTER ISSUER PLC ) acting by two directors, being directors ) SFM Directors Limited and ) SFM Directors (No.2) Limited ) Funding 1 EXECUTED as a DEED by ) FOSSE FUNDING (NO. 1) LIMITED ) by two directors, being ) SFM Directors Limited and ) SFM Directors (No.2) Limited ) Funding 1 Security Trustee and The Issuer Security Trustee EXECUTED as a DEED by ) LAW DEBENTURE TRUST ) COMPANY OF ) NEW YORK ) acting by its duly authorised attorney/signatory ) By: Duly authorised attorney/signatory Name: The Original Note Trustee EXECUTED as a DEED by ) LAW DEBENTURE TRUST ) COMPANY OF NEW YORK ) acting by its duly authorised attorney/signatory ) By: Duly authorised attorney/signatory Name: The Principal Paying Agent, the Agent Bank, the Exchange Rate Agent, the Registrar and the Transfer Agent EXECUTED as a DEED on behalf of CITIBANK, N.A., LONDON BRANCH in its capacities ) as Principal Paying Agent, Agent Bank, ) Exchange Rate Agent, Registrar ) and Transfer Agent ) acting by its delegated signatory ) The U.S. Paying Agent EXECUTED as a DEED on behalf of ) CITIBANK, N.A., NEW YORK BRANCH ) acting by its delegated signatory Issuer Swap Provider EXECUTED as a DEED by ) ABN AMRO BANK N.V. ) acting by its duly authorised attorney ) in the presence of Witness's signatureBy: Name: Address: Seller, Cash Manager, Funding 1 Account Bank, Funding 1 Issuer Swap Provider and Funding 1 Start-up Loan Provider EXECUTED as a DEED by ) UBS AG, LONDON BRANCH ) acting by its duly authorised attorney By: Name: ) The Issuer Cash Manager EXECUTED as a DEED by ) ALLIANCE & LEICESTER PLC ) acting by its duly authorised attorney By: Name: ) The Issuer Account Bank EXECUTED as a DEED by ) ALLIANCE & LEICESTER PLC ) acting by its duly authorised attorney ) in the presence of Witness's signatureBy: Name: Address: Funding 1 The Issuer Corporate Services Provider EXECUTED as a DEED by ) STRUCTURED FINANCE ) MANAGEMENT ) LIMITED ) by two directors ) Mortgages Trustee EXECUTED as a DEED on behalf of ) FOSSE TRUSTEE LIMITED, a company ) incorporated in Jersey, Channel Islands, acting by ) ) being a person who, in accordance with the laws ) of that territory is acting under the authority of ) the company, in the presence of ) ) Witness's signature: Name: Address: SCHEDULE 1 FORM OF NOTICE OF CHARGE From: Fosse Funding (No.1) Limited (Funding 1) To: [Relevant party name[s]] Copy: Law Debenture Trust Company of New York (the Funding 1 Security Trustee) 28 November 2006 Dear Sirs, We hereby give you notice that by a deed of charge dated 28 November 2006 and made between Funding 1, the Funding 1 Security Trustee and others (Funding 1 Deed of Charge), Funding 1 charged to the Funding 1 Security Trustee all of its right, title, interest and benefit, present and future, in, to and under the [insert relevant agreement name[s]] dated [insert date] (each as defined in the Master Definitions and Construction Schedule signed on the date thereof by, inter alios, Funding 1 and the [relevant party name[s]] and made, in each case, between, amongst others, Funding 1 and the [relevant party name[s]]. You are authorised and instructed henceforth to deal with the Funding 1 Security Trustee in relation to our rights (but not our obligations) under the [insert relevant agreement name[s]] without further reference to us. This notice is irrevocable. Please acknowledge receipt of this notice to the Funding 1 Security Trustee on the attached Consent to Charge. Yours faithfully, ...................................... SFM Directors Limited, as Director for and on behalf of FOSSE FUNDING (NO. 1) LIMITED SCHEDULE 2 FORM OF CONSENT TO CHARGE From: [Relevant Party Name[s]] To: Law Debenture Trust Company of New York (the Funding 1 Security Trustee) Fosse Funding (No. 1) Limited (Funding 1) 28 November 2006 Dear Sirs, We hereby acknowledge receipt of the notice of charge dated 28 November 2006 relating to Funding 1 Deed of Charge (as defined therein) as adequate notice of the charge described therein. We agree to deal only with the Funding 1 Security Trustee in relation to Funding 1's rights (but not its obligations) under the [relevant agreement name[s]] referred to, and as defined in, such notice without any reference to Funding 1. We have not received from any other person any notice of charge of or any interest in the [relevant agreement name[s]]. Yours faithfully, ...................................... For and on behalf of [Relevant party name] ...................................... For and on behalf of [Relevant party name] SCHEDULE 3 FORM OF ACCESSION DEED THIS DEED is made on [date[ ] BETWEEN

EFFECTIVENESS OF EXECUTION. This Deed (in relation to any rights or assets situated in Scotland or otherwise governed by Scots law) shall be fully effective and binding upon Funding 1 the Issuer and the Funding 1 Issuer Security Trustee upon at least once one copy of this Deed having been executed and delivered by both Funding 1 the Issuer and the Funding 1 Issuer Security Trustee notwithstanding that any other person expressed to be a party to this Deed has not then executed and delivered this Deed and notwithstanding any such party has executed or executes and has delivered or delivers a counterpart of this Deed. THIS DEED has been executed as a deed by each of the parties and delivered on the date stated at the beginning of this Deed. The Issuer EXECUTED as a DEED by ) FOSSE MASTER ISSUER PLC ) by two directors, being ) Per pro SFM Directors Limited and as Director ) Per pro SFM Directors (No.2No. 2) Limited as Director ) Funding 1 EXECUTED as a DEED by ) FOSSE FUNDING (NO. 1) LIMITED ) by two directors, being ) SFM Directors Limited and ) SFM Directors (No.2) Limited ) Funding 1 Security Trustee and in the presence of Witness's Signature: Name: Address: The Issuer Security Trustee EXECUTED as a DEED by ) LAW DEBENTURE TRUST ) COMPANY OF ) NEW YORK ) acting by its duly authorised attorney attorney/signatory ) By: Duly authorised attorney/signatory Name: in the presence of Witness's signature: Name: Address: SellerThe Note Trustee EXECUTED as a DEED by ) LAW DEBENTURE TRUST ) COMPANY OF NEW YORK ) acting by its duly authorised attorney/signatory ) By: Duly authorised attorney/signatory Name: in the presence of Witness: Name: Address: The Principal Paying Agent, Cash Managerthe Agent Bank, Funding 1 the Exchange Rate Agent, the Registrar and the Transfer Agent EXECUTED as a DEED on behalf of CITIBANK, N.A., LONDON BRANCH acting by its delegated signatory ) The U.S. Paying Agent EXECUTED as a DEED on behalf of ) CITIBANK, N.A., NEW YORK BRANCH ) a company incorporated ) in the United States of America ) by: being a person who, in accordance with ) the laws of that territory, is acting under the ) authority of the company ) The Issuer Account Bank, Funding 1 the Issuer Cash Manager and an Issuer Swap Provider and Funding 1 Start-up Loan Provider EXECUTED as a DEED by ) ALLIANCE & LEICESTER SANTANDER UK PLC ) acting by its duly authorised attorney ) in the presence of Witness's signatureBy: Name: AddressIssuer Swap Provider EXECUTED as a DEED by ) ABBEY NATIONAL TREASURY SERVICES PLC ) acting by its duly authorised attorney ) By: Funding 1 Duly authorised signatory Name: The Issuer Corporate Services Provider EXECUTED as a DEED by ) STRUCTURED FINANCE ) MANAGEMENT ) LIMITED ) acting by two directors ) Mortgages Trustee EXECUTED as directors/a DEED on behalf of director and the secretary ) FOSSE TRUSTEE LIMITED, a company ) incorporated in Jersey, Channel Islands, by ) ) being a person who, in accordance with the laws ) of that territory is acting under the authority of ) the company, in the presence of ) ) Witness's signature: Name: Address: Director Director/Secretary SCHEDULE 1 FORM OF NOTICE OF CHARGE From: Fosse Funding (No.1) Limited (Funding 1) To: [Relevant party name[s]] Copy: Law Debenture Trust Company of New York (the Funding 1 Security Trustee) 28 November 2006 Dear Sirs, We hereby give you notice that by a deed of charge dated 28 November 2006 and made between Funding 1, the Funding 1 Security Trustee and others (Funding 1 Deed of Charge), Funding 1 charged to the Funding 1 Security Trustee all of its right, title, interest and benefit, present and future, in, to and under the [insert relevant agreement name[s]] dated [insert date] (each as defined in the Master Definitions and Construction Schedule signed on the date thereof by, inter alios, Funding 1 and the [relevant party name[s]] and made, in each case, between, amongst others, Funding 1 and the [relevant party name[s]]. You are authorised and instructed henceforth to deal with the Funding 1 Security Trustee in relation to our rights (but not our obligations) under the [insert relevant agreement name[s]] without further reference to us. This notice is irrevocable. Please acknowledge receipt of this notice to the Funding 1 Security Trustee on the attached Consent to Charge. Yours faithfully, ...................................... SFM Directors Limited, as Director for and on behalf of FOSSE FUNDING (NO. 1) LIMITED SCHEDULE 2 FORM OF CONSENT TO CHARGE From: [Relevant Party Name[s]] To: Law Debenture Trust Company of New York (the Funding 1 Security Trustee) Fosse Funding (No. 1) Limited (Funding 1) 28 November 2006 Dear Sirs, We hereby acknowledge receipt of the notice of charge dated 28 November 2006 relating to Funding 1 Deed of Charge (as defined therein) as adequate notice of the charge described therein. We agree to deal only with the Funding 1 Security Trustee in relation to Funding 1's rights (but not its obligations) under the [relevant agreement name[s]] referred to, and as defined in, such notice without any reference to Funding 1. We have not received from any other person any notice of charge of or any interest in the [relevant agreement name[s]]. Yours faithfully, ...................................... For and on behalf of [Relevant party name] ...................................... For and on behalf of [Relevant party name] SCHEDULE 3 FORM OF ACCESSION DEED THIS DEED is made on [date[ ] BETWEEN