Securitisation—terms and conditions of the notes
Produced in partnership with Ranajoy Basu and Nathan Menon of Reed Smith LLP
Securitisation—terms and conditions of the notes

The following Banking & Finance guidance note Produced in partnership with Ranajoy Basu and Nathan Menon of Reed Smith LLP provides comprehensive and up to date legal information covering:

  • Securitisation—terms and conditions of the notes
  • Definitions and construction
  • Form, denomination and title
  • CGNs:
  • NGNs:
  • Status and relationship between the Notes and security
  • Covenants
  • Interest
  • Payments
  • Redemption
  • more

BREXIT: The UK is leaving the EU on Exit Day (as defined in the European Union (Withdrawal) Act 2018). This has an impact on this Practice Note. For guidance, see Practice Note: Brexit—impact on finance transactions—Brexit planning and impact—financial services, Brexit—impact on finance transactions—Key issues for securitisation transactions and Brexit—impact on finance transactions—Derivatives and debt capital markets transactions—key SIs.

The terms and conditions (T&Cs) of the notes (the Notes) are included in the Prospectus and also as a Schedule to the Trust Deed for all types of securitisation. This Practice Note explains what is commonly contained in those T&Cs.

Generally, T&Cs apply to the Notes only in global form and refer to the fact that, in certain limited circumstances, definitive Notes may be issued. In such cases, the T&Cs will be amended as necessary. This approach means that it is not necessary to deal with definitive Notes, Coupons and Talons in the T&Cs, the Trust Deed or the Master Definitions Schedule.

Historically, some of the content of the T&Cs was determined on the basis that Noteholders would be trading definitive Notes with the T&Cs printed on the back and it was important for a prospective buyer to know what they were buying—hence inclusion of content such as the summary of the meetings provisions of the Trust Deed and of the various trustee powers,