29th Jul 2025 16:17
Notice of Non-Material Amendment of Swap Agreement
NOTICE OF NON-MATERIAL AMENDMENT OF SWAP AGREEMENT
Tower Bridge Funding 2024-2 PLC
(Registered in England and Wales under number 15450344)
(the "Issuer")
£267,000,000 Class A Mortgage Backed Floating Rate Notes due May 2066 (Regulation S Notes ISIN: XS2799470880 and Rule 144A Notes ISIN: XS2799470963)£21,000,000 Class B Mortgage Backed Floating Rate Notes due May 2066 (Regulation S Notes ISIN: XS2799471003 and Rule 144A Notes ISIN: XS2799471185)£9,000,000 Class C Mortgage Backed Floating Rate Notes due May 2066 (Regulation S Notes ISIN: XS2799471268 and Rule 144A Notes ISIN: XS2799471425)£3,000,000 Class D Mortgage Backed Floating Rate Notes due May 2066 (Regulation S Notes ISIN: XS2799471698 and Rule 144A Notes ISIN: XS2799471771)£6,000,000 Class X Mortgage Backed Floating Rate Notes due May 2066 (Regulation S Notes ISIN: XS2799471854 and Rule 144A Notes ISIN: XS2799471938)£4,500,000 Class Z Notes due May 2066 (Regulation S Notes)(the "Notes")
The Master Definitions Schedule dated 23 April 2024 and signed for the purpose of identification by Cadwalader, Wickersham & Taft LLP and Allen Overy Shearman Sterling LLP (formerly called Allen & Overy LLP) in connection with the Notes (as the same may have been amended, varied or supplemented from time to time, the "Master Definitions Schedule") is expressly and specifically incorporated into this notice and, accordingly, the expressions defined in the Master Definitions Schedule shall, except where the context otherwise requires and save where otherwise defined in this notice, have the same meanings in this notice and this notice shall be construed in accordance with the interpretation provisions set out in Clause 2 (Interpretation) of the Master Definitions Schedule.
NOTICE IS HEREBY GIVEN by the Issuer to each Noteholder in accordance with Note Condition 13 (Notice to Noteholders) and to each Certificateholder for the purposes of Certificate Condition 11 (Notice to Certificateholders) that:
A new edition (being Edition 3) of the Swap Agreement has been entered into by the Issuer, the Swap Counterparty and the Security Trustee on 29 July 2025 to correct a mutual mistake in Edition 2 of the Swap Agreement whereby the Swap Agreement was amended to remove certain circumstances in which the Swap Counterparty would be obliged to deliver Eligible Credit Support to the Issuer under the Swap Agreement unnecessarily in accordance with the rating requirements imposed by Moody's and S&P in the definitions of "Moody's Collateral Trigger Requirements" and "Collateral S&P Rating Event" (each as defined in the Swap Agreement). As compared to the position under Edition 1 of the Swap Agreement, the Swap Agreement has been amended to remove certain circumstances in which the Swap Counterparty would otherwise not have been obliged to deliver Eligible Credit Support (as defined in the Swap Agreement) to the Issuer under the Credit Support Annex that forms part of the Swap Agreement (such Eligible Credit Support provides GBP collateral to the Issuer in respect of the Swap Counterparty's liabilities under the Swap Agreement) and, accordingly, the amendents in Edition 3 of the Swap Agreement improve the position of the Issuer (and, in turn, the Noteholders and the Certificateholders) as they result in the Issuer potentially having additional collateral in respect of such liabilities compared to the position under Edition 1 of the Swap Agreement and those amendments do not involve any adverse effect on the position of the Issuer (and, in turn, the Noteholders and the Certificateholders).
The Issuer has arranged for that Edition 3 of the Swap Agreement to be uploaded to the UK Reports Repository and the EU Reports Repository and a physical copy may be inspected during usual business hours at the registered office of the Issuer.
By: Tower Bridge Funding 2024-2 PLC
10th Floor, 5 Churchill PlaceLondon E14 5HU
as Issuer
Dated 29 July 2025
Related Shares:
Tow B24-2 A 66s