DRAFT 3/11/04 Exhibit 10.5.2
SIXTH ISSUER MASTER DEFINITIONS
AND CONSTRUCTION SCHEDULE
DATED [{circle}], 2004
PERMANENT FINANCING (NO. 6) PLC
ALLEN & OVERY
ALLEN & OVERY LLP
LONDON
CONTENTS
CLAUSE PAGE
1. Definitions...............................................................3
2. Interpretation and Construction..........................................42
3. Governing Law and jurisdiction...........................................44
Signatories...................................................................45
THIS SIXTH ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE is signed for the
purposes of identification on [{circle}], 2004 by:
(1) ALLEN & OVERY LLP of One New Change, London EC4M 9QQ; and
(2) SIDLEY AUSTIN BROWN & WOOD of Woolgate Exchange, 25 Basinghall Street,
London EC2V 5HA.
1. DEFINITIONS
ADDITIONAL AMOUNT means for each Interest Period and Additional Margin
Trigger Event, if any, the aggregate of the products, for each day in that
Interest Period that such Additional Margin Trigger Event is continuing, or
with respect to the Additional Margin Trigger Event in clause (b) and (c)
of the definition thereof, for each day in that Interest Period after the
date on which such Additional Margin Trigger Event has occurred, of:
(a) the Additional Margin applicable to that Additional Margin Trigger
Event,
(b) 1/365,
(c) if the Additional Margin Trigger Event in clause (d) of the definition
thereof is the only event then continuing, the product of (i) the
total amount of the principal repayment obligations outstanding under
the relevant liquidity facilities divided by the total amount
available for drawing under such relevant liquidity facilities and
(ii) 100/102 and
(d) the Principal Amount Outstanding of the Series 3 Class A Sixth Issuer
Notes as of the first day of such Interest Period;
ADDITIONAL INTEREST has the meaning given in Condition 4(B) of the Sixth
Issuer Notes;
ADDITIONAL MARGIN means:
(a) 0.25% per annum for as long as the Additional Margin Trigger Event in
clause (a) of the definition thereof has occurred and is continuing;
or
(b) 0.25% per annum if the Additional Margin Trigger Event in clause (b)
of the definition thereof has occurred and thereafter until the Series
3 Class A Sixth Issuer Notes are paid in full; or
(c) 0.25% per annum if the Additional Margin Trigger Event in clause (c)
of the definition thereof has occurred and thereafter until the Series
3 Class A Sixth Issuer Notes are paid in full; or
(d) up to 0.05% per annum for as long as the Additional Margin Trigger
Event in clause (d) of the definition thereof has occurred and is
continuing;
provided that if more than one Additional Margin Trigger Event has occurred
and is continuing, the Additional Margin shall be 0.25% per annum;
ADDITIONAL MARGIN TRIGGER EVENT means:
(a) at any time the Series 3 Class A Sixth Issuer Notes are (i) rated
below [AA-] by S&P or [Aa3] by Moody's and (ii) held by an
asset-backed commercial paper conduit, or an entity funded by one or
more asset-backed commercial paper conduits, administered by HBOS
Treasury Services plc, which holder has outstanding obligations to
repay a drawdown under one or more liquidity facilities; or
(b) at any time the Series 3 Class A Sixth Issuer Notes (i) are rated
below [AA-] by S&P or [Aa3] by Moody's and (ii) following such
downgrade, have been transferred to a liquidity provider for an
asset-backed commercial paper conduit, or an entity funded by one or
more asset-backed commercial paper conduits, administered by HBOS
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Treasury Services plc, by such conduit or entity of the Series 3 Class
A Sixth Issuer Notes in consideration of the cancellation of such
conduit or entity's outstanding obligations to such liquidity
provider; or
(c) at any time a change in the law or regulations of the United Kingdom
becomes effective as a consequence of which there is an adverse
change in the regulatory treatment for HBOS plc in respect of the
Series 3 Class A Sixth Issuer Notes whilst such note is held by an
asset-backed commercial paper conduit, or an entity funded by one or
more asset-backed commercial paper conduits, administered by HBOS
Treasury Services plc; or
(d) at any time the Series 3 Class A Sixth Issuer Notes are held by an
asset-backed commercial paper conduit, or an entity funded by one or
more asset-backed commercial paper conduits, administered by HBOS
Treasury Services plc, which holder has outstanding obligations to
repay a drawdown under one or more liquidity facilities and such
drawdowns were not made as a result of the occurrence of the
Additional Margin Trigger Events set forth in the previous paragraphs;
ADDITIONAL SIXTH ISSUER ACCOUNT means a Sixth Issuer Non-Sterling Account
and/or a Sixth Issuer Sterling Account as the context requires;
AGENT BANK means Citibank, N.A. London Branch of 5 Carmelite Street, London
EC4Y 0PA, or such other person for the time being acting as agent bank
under the Sixth Issuer Paying Agent and Agent Bank Agreement;
AGENTS means the Principal Paying Agent, the US Paying Agent, the
Registrar, the Transfer Agent and the Agent Bank;
ARRANGER means HBOS Treasury Services PLC;
AUDITORS means KPMG Audit Plc of 1 Canada Square, Canary Wharf, London E14
5AG or such other internationally recognised independent firm of auditors
selected from time to time by the Sixth Issuer with the prior consent of
the Note Trustee;
AUTHORISED DENOMINATIONS means denominations (in either global or
definitive form) of, in the case of the Series 1 Class A Sixth Issuer
Notes, the Series 1 Class B Sixth Issuer Notes, the Series 1 Class C Sixth
Issuer Notes, the Series 2 Class A Sixth Issuer Notes, the Series 2 Class B
Sixth Issuer Notes, the Series 2 Class C Sixth Issuer Notes, [USD]1,000 or
[USD]10,000 and integral multiples thereof; in the case of the Series 4
Class A Sixth Issuer Notes, the Series 4 Class B Sixth Issuer Notes and the
Series 4 Class C Sixth Issuer Notes, [EUR]500,000 and integral multiples
thereof; in the case of the Series 3 Class A Sixth Issuer Notes, the Series
3 Class B Issuer Notes, the Series 3 Class C Sixth Issuer Notes, the Series
5 Class A Sixth Issuer Notes, the Series 5 Class B Sixth Issuer Notes, and
the Series 5 Class C Sixth Issuer Notes, [GBP]1,000 or [GBP]10,000 and
integral multiples thereof, and in any case such denominations (in each
case) as the Note Trustee shall determine (which, in the case of the Series
4 Sixth Issuer Notes must be higher than [EUR]500,000) and notify to the
relevant Sixth Issuer Noteholders;
AUTHORISED INVESTMENTS means:
(a) Sterling gilt-edged securities; and
(b) Sterling demand or time deposits, certificates of deposit and
short-term debt obligations (including commercial paper) (which may
include deposits in any account which earns a rate of interest related
to LIBOR) provided that in all cases such investments have a maturity
date of 90 days or less and mature on or before the next Interest
Payment Date and the short-term unsecured, unguaranteed and
unsubordinated debt obligations of the issuing or guaranteeing entity
or entity with which the demand or time deposits are made (being an
authorised person under the FSMA 2000) are rated A-1+ by Standard &
Poor's, F1+ by Fitch and P-1 by Moody's or their equivalents by three
other internationally recognised rating agencies;
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AUTHORISED SIGNATORY means any authorised signatory referred to in any
Sixth Issuer Account Mandate;
BASIC TERMS MODIFICATION has the meaning given in PARAGRAPH 5 of SCHEDULE 4
to the Sixth Issuer Trust Deed;
BOOK-ENTRY INTEREST means a beneficial interest in a global note
representing the relevant class of Sixth Issuer Notes shown on records
maintained in book-entry form by DTC, Euroclear or Clearstream, Luxembourg,
as the case may be;
BUSINESS DAY means a day which is a London Business Day, a New York
Business Day and a TARGET Business Day;
CLASS A SIXTH ISSUER NOTE ACCELERATION NOTICE means a notice issued by the
Note Trustee to the Sixth Issuer and the Security Trustee declaring the
Class A Sixth Issuer Notes to be due and repayable pursuant to CONDITION
9(A) of the Sixth Issuer Notes;
CLASS B SIXTH ISSUER NOTE ACCELERATION NOTICE means a notice issued by the
Note Trustee to the Sixth Issuer and the Security Trustee declaring the
Class B Sixth Issuer Notes to be due and repayable pursuant to CONDITION
9(B) of the Sixth Issuer Notes;
CLASS C SIXTH ISSUER NOTE ACCELERATION NOTICE means a notice issued by the
Note Trustee to the Sixth Issuer and the Security Trustee declaring the
Class C Sixth Issuer Notes to be due and repayable pursuant to CONDITION
9(C) of the Sixth Issuer Notes;
CLASS A SIXTH ISSUER NOTEHOLDERS means the holders for the time being of
the Class A Sixth Issuer Notes;
CLASS B SIXTH ISSUER NOTEHOLDERS means the holders for the time being of
the Class B Sixth Issuer Notes;
CLASS C SIXTH ISSUER NOTEHOLDERS means the holders for the time being of
the Class C Sixth Issuer Notes;
CLASS A SIXTH ISSUER NOTES means the Series 1 Class A Sixth Issuer Notes,
the Series 2 Class A Sixth Issuer Notes, the Series 3 Class A Sixth Issuer
Notes, the Series 4 Class A Sixth Issuer Notes and the Series 5 Class A
Sixth Issuer Notes;
CLASS B SIXTH ISSUER NOTES means the Series 1 Class B Sixth Issuer Notes,
the Series 2 Class B Sixth Issuer Notes, the Series 3 Class B Sixth Issuer
Notes, the Series 4 Class B Sixth Issuer Notes and the Series 5 Class B
Sixth Issuer Notes;
CLASS C SIXTH ISSUER NOTES means the Series 1 Class C Sixth Issuer Notes,
the Series 2 Class C Sixth Issuer Notes, the Series 3 Class C Sixth Issuer
Notes, the Series 4 Class C Sixth Issuer Notes and the Series 5 Class C
Sixth Issuer Notes;
CLEARSTREAM, LUXEMBOURG means Clearstream Banking, societe anonyme;
COMMON DEPOSITORY means Citibank, N.A., in its capacity as common
depository for Euroclear and Clearstream, Luxembourg;
CONDITIONS or TERMS AND CONDITIONS means the terms and conditions of the
Sixth Issuer Notes set out in the SCHEDULE 3 to the Sixth Issuer Trust
Deed, as any of the same may from
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time to time be amended, varied or restated in accordance with the
provisions of the Sixth Issuer Trust Deed and any reference to a numbered
Condition shall be construed accordingly;
CURRENCY SWAP AGREEMENTS means the Series 1 Class A Sixth Issuer Swap
Agreement, the Series 1 Class B Sixth Issuer Swap Agreement, the Series 1
Class C Sixth Issuer Swap Agreement, the Series 2 Class A Sixth Issuer Swap
Agreement, the Series 2 Class B Sixth Issuer Swap Agreement, the Series 2
Class C Sixth Issuer Swap Agreement, the Series 4 Class A Sixth Issuer Swap
Agreement, the Series 4 Class B Sixth Issuer Swap Agreement and the Series
4 Class C Sixth Issuer Swap Agreement;
CURRENCY SWAP PROVIDER means the relevant swap provider in relation to each
of the Dollar Currency Swaps or Euro Currency Swaps, as the case may be,
and CURRENCY SWAP PROVIDERS means all of them;
CURRENCY SWAP PROVIDER DEFAULT means the occurrence of an Event of Default
(as defined in the Currency Swap Agreements) where a Currency Swap Provider
is the Defaulting Party;
DEFAULTING PARTY has the meaning given to it in the Sixth Issuer Swap
Agreements;
DEFERRED INTEREST has the meaning given in CONDITION 4(B) of the Sixth
Issuer Notes;
DEFINITIVE SIXTH ISSUER NOTES means the Dollar Definitive Sixth Issuer
Notes and the Reg S Definitive Sixth Issuer Notes;
DESIGNATED SUBSIDIARY has the meaning given in CLAUSE 2.2 of the Sixth
Issuer Post-Enforcement Call Option Agreement;
DISTRIBUTION COMPLIANCE PERIOD means the period until and including the
40th day after the later of the commencement of the offering of the Sixth
Issuer Notes and the Sixth Issuer Closing Date;
DOLLAR CURRENCY EXCHANGE RATE means the rates at which Dollars are
converted to Sterling or, as the case may be, Sterling is converted to
Dollars under the relevant Dollar Currency Swap or, if there is no relevant
Dollar Currency Swap Agreement in effect at such time, the "spot" rate at
which Dollars are converted to Sterling or, as the case may be, Sterling is
converted to Dollars on the foreign exchange markets;
DOLLAR CURRENCY SWAP AGREEMENTS means the ISDA master agreements, schedules
and confirmations relating to the Dollar Currency Swaps to be entered into
on or before the Sixth Issuer Closing Date between the Sixth Issuer, the
relevant Dollar Currency Swap Provider and the Security Trustee (as the
same may be amended and/or supplemented from time to time);
DOLLAR CURRENCY SWAP PROVIDER DEFAULT means the occurrence of an Event of
Default (as defined in the Currency Swap Agreements) where a Dollar
Currency Swap Provider is the Defaulting Party;
DOLLAR CURRENCY SWAP PROVIDERS means the Series 1 Sixth Issuer Swap
Provider and the Series 2 Sixth Issuer Swap Provider;
DOLLAR CURRENCY SWAPS means the Sterling-Dollar currency swaps which enable
the Sixth Issuer to receive and pay amounts under the Sixth Issuer
Intercompany Loan in sterling and to receive and pay amounts under the
Series 1 Sixth Issuer Notes and the Series 2 Sixth Issuer Notes in Dollars;
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DOLLAR DEFINITIVE SIXTH ISSUER NOTES means the Series 1 Class A Definitive
Sixth Issuer Notes, the Series 1 Class B Definitive Sixth Issuer Notes, the
Series 1 Class C Definitive Sixth Issuer Notes, the Series 2 Class A
Definitive Sixth Issuer Notes, the Series 2 Class B Definitive Sixth Issuer
Notes and the Series 2 Class C Definitive Sixth Issuer Notes;
DOLLAR GLOBAL SIXTH ISSUER NOTES means the Series 1 Class A Global Sixth
Issuer Note, the Series 1 Class B Global Sixth Issuer Note, the Series 1
Class C Global Sixth Issuer Note, the Series 2 Class A Global Sixth Issuer
Note, the Series 2 Class B Global Sixth Issuer Note and the Series 2 Class
C Global Sixth Issuer Note,;
DOLLAR INTEREST DETERMINATION DATE means two London Business Days before
the first day of the Interest Period for which the rate will apply (or if
such day is not a Business Day, the next succeeding Business Day);
EURIBOR will be determined by the Agent Bank on the following basis:
(a) on the Euro Interest Determination Date, the Agent Bank will determine
the arithmetic mean, rounded upwards to five decimal places, of the
offered quotations to leading banks in the Euro-zone inter-bank market
for three-month euro deposits of [EUR]10,000,000 (or, in the case of
the first Interest Period, a linear interpolation of such rates for
two-month and three-month euro deposits).
This will be determined by reference to the display as quoted on the
Moneyline Telerate Screen No. 248 or, if the Moneyline Telerate Screen
No. 248 stops providing these quotations, the replacement service for
the purposes of displaying this information will be used. If the
replacement service stops displaying the information, another page as
determined by the Sixth Issuer with the approval of the Note Trustee
will be used.
In each of these cases, the determination will be made at or about
11.00 a.m., Brussels time, on that date. This is called the screen
rate for the Series 4 issuer notes;
(b) if, on any such Euro Interest Determination Date, the screen rate is
unavailable, the Agent Bank will:
(i) request the principal London office of each of the Reference
Banks to provide the Agent Bank with its offered quotation to
prime banks for euro deposits of the equivalent amount, and for
the relevant period, in the Euro-one inter-bank market as at or
about 11.00 a.m. (Brussels time); and
(ii) calculate the arithmetic mean, rounded upwards to five decimal
places, of those quotations;
(c) if, on any such Euro Interest Determination Date, the screen rate is
unavailable and only two or three of the Reference Banks provide
offered quotations, the relevant rate for that Interest Period will be
the arithmetic mean of the quotations as calculated in paragraph (b);
and
(d) if, on any such Euro Interest Determination Date, fewer than two
Reference Banks provide quotations, the Agent Bank will consult with
the Note Trustee and the Sixth Issuer for the purpose of agreeing a
total of two banks in the Euro-zone inter-bank market to provide such
quotations and the relevant rate for that Interest Period will be the
arithmetic mean of the quotations as calculated in paragraph (b). If
no such banks
7
are agreed then the relevant rate for that Interest Period will be the
rate in effect for the last preceding Interest Period for which
paragraph (a) or (b) was applicable;
DOLLAR SIXTH ISSUER NOTES means the Dollar Global Sixth Issuer Notes and
the Dollar Definitive Sixth Issuer Notes, as applicable;
EUROCLEAR means Euroclear Bank S.A./N.V., as operator of the Euroclear
System or the successor for the time being to such business;
EURO CURRENCY EXCHANGE RATE means the rates at which Euro is converted to
Sterling or, as the case may be, Sterling is converted to Euro under the
Euro Currency Swap or, if there is no Euro Currency Swap Agreement in
effect at such time, the "spot" rate at which Euro is converted to Sterling
or, as the case may be, Sterling is converted to Euro on the foreign
exchange markets;
EURO CURRENCY SWAPS means the Sterling-Euro currency swaps which enable the
Sixth Issuer to receive and pay amounts under the Sixth Issuer Intercompany
Loan in sterling and to receive and pay amounts under the Series 4 Class A
Sixth Issuer Notes, the Series 4 Class B Sixth Issuer Notes and the Series
4 Class C Sixth Issuer Notes;
EURO CURRENCY SWAP AGREEMENTS means the ISDA master agreements, schedules
and confirmations relating to the Euro Currency Swaps to be entered into on
or before the Sixth Issuer Closing Date between the Sixth Issuer, the Euro
Currency Swap Providers and the Security Trustee (as the same may be
amended and/or supplemented from time to time);
EURO CURRENCY SWAP PROVIDERS means the Series 4 Sixth Issuer Swap Provider;
EURO CURRENCY SWAP PROVIDER DEFAULT means the occurrence of an Event of
Default (as defined in the Euro Currency Swap Agreements) where the Euro
Currency Swap Provider is the Defaulting Party;
EURO DEFINITIVE SIXTH ISSUER NOTES means the Series 4 Class A Definitive
Sixth Issuer Notes, the Series 4 Class B Definitive Sixth Issuer Notes and
the Series 4 Class C Definitive Sixth Issuer Notes;
EURO GLOBAL SIXTH ISSUER NOTES means the Series 4 Class A Global Sixth
Issuer Note, the Series 4 Class B Global Sixth Issuer Note and the Series 4
Class C Global Sixth Issuer Note;
EURO INTEREST DETERMINATION DATE means two TARGET Business Days before the
first day of the Interest Period for which the rate will apply;
EURO SIXTH ISSUER NOTE means Euro Global Sixth Issuer Notes and the Euro
Definitive Sixth Issuer Notes, as applicable;
EVENT OF DEFAULT means an event of default pursuant to CONDITION 9 of the
Sixth Issuer Note Conditions;
EXCESS SWAP COLLATERAL means an amount equal to the value of the collateral
(or the applicable part of any collateral) provided by any Sixth Issuer
Swap Provider to the Sixth Issuer in respect of that Sixth Issuer Swap
Provider's obligations to transfer collateral to the Sixth Issuer under the
relevant Sixth Issuer Swap Agreement which is in excess of that Sixth
Issuer Swap Provider's liability under the relevant Sixth Issuer Swap
Agreement as at the date of termination of the relevant Sixth Issuer Swap
Agreement or which it is otherwise entitled to have returned to it under
the terms of the relevant Sixth Issuer Swap Agreement
8
EXCHANGE RATE means the exchange rate set out in each Currency Swap
Agreement dated on or about the Sixth Issuer Closing Date;
EXTRAORDINARY RESOLUTION has the meaning set out in paragraph 23 of
SCHEDULE 4 to the Sixth Issuer Trust Deed;
FINAL MATURITY DATE means in respect of:
(a) the Series 1 Class A Sixth Issuer Notes, the Interest Payment Date
falling in [September, 2005];
(b) the Series 2 Class A Sixth Issuer Notes, the Interest Payment Date
falling in [December 2011];
(c) the Series 3 Class A Sixth Issuer Notes, the Interest Payment Date
falling in [September 2032];
(d) the Series 4 Class A Sixth Issuer Notes, the Interest Payment Date
falling in June 2042;
(e) the Series 5 Class A1 Sixth Issuer Notes, the Interest Payment Date
falling in June 2042;
(f) the Series 5 Class A2 Sixth Issuer Notes, the Interest Payment Date
falling in June 2042;
(g) the Series 1 Class B Sixth Issuer Notes, the Interest Payment Date
falling in June 2042;
(h) the Series 2 Class B Sixth Issuer Notes, the Interest Payment Date
falling in June 2042;
(i) the Series 3 Class B Sixth Issuer Notes, the Interest Payment Date
falling in June 2042;
(j) the Series 4 Class B Sixth Issuer Notes, the Interest Payment Date
falling in June 2042;
(k) the Series 5 Class B Sixth Issuer Notes, the Interest Payment Date
falling in June 2042;
(l) the Series 1 Class C Sixth Issuer Notes, the Interest Payment Date
falling in June 2042;
(m) the Series 2 Class C Sixth Issuer Notes, the Interest Payment Date
falling in June 2042;
(n) the Series 3 Class C Sixth Issuer Notes, the Interest Payment Date
falling in June 2042;
(o) the Series 4 Class C Sixth Issuer Notes, the Interest Payment Date
falling in June 2042; and
(p) the Series 5 Class C Sixth Issuer Notes, the Interest Payment Date
falling in June 2042;
9
FINAL REDEMPTION means the date on which all moneys and other liabilities
for the time being due or owing by the Sixth Issuer to the Note Trustee on
behalf of the Noteholders have been paid in full;
FINAL REPAYMENT DATE means in respect of:
(a) the Sixth Issuer Series 1 Term AAA Advance, the Interest Payment Date
falling in [September 2005];
(b) the Sixth Issuer Series 2 Term AAA Advances, the Interest Payment Date
falling in [December 2011];
(c) the Sixth Issuer Series 3 Term AAA Advances, the Interest Payment Date
falling in [September 2032];
(d) the Sixth Issuer Series 4 Term AAA Advance, the Interest Payment Date
falling in June 2042;
(e) the Sixth Issuer Series 5A1 Term AAA Advance, the Interest Payment
Date falling in June 2042;
(f) the Sixth Issuer Series 5A2 Term AAA Advance, the Interest Payment
Date falling in June 2042;
(g) the Sixth Issuer Series 1 Term AA Advance, the Interest Payment Date
falling in June 2042;
(h) the Sixth Issuer Series 2 Term AA Advance, the Interest Payment Date
falling in June 2042;
(i) the Sixth Issuer Series 3 Term AA Advance, the Interest Payment Date
falling in June 2042;
(j) the Sixth Issuer Series 4 Term AA Advance, the Interest Payment Date
falling in June 2042;
(k) the Sixth Issuer Series 5 Term AA Advance, the Interest Payment Date
falling in June 2042;
(l) the Sixth Issuer Series 1 Term BBB Advance, the Interest Payment Date
falling in June 2042;
(m) the Sixth Issuer Series 2 Term BBB Advance, the Interest Payment Date
falling in June 2042;
(n) the Sixth Issuer Series 3 Term BBB Advance, the Interest Payment Date
falling in June 2042;
(o) the Sixth Issuer Series 4 Term BBB Advance, the Interest Payment Date
falling in June 2042; and
(p) the Sixth Issuer Series 5 Term BBB Advance, the Interest Payment Date
falling in June 2042;
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FINANCIAL ADVISER means any financial adviser selected by the Security
Trustee to give such financial advice in relation to the Sixth Issuer Notes
as the Security Trustee may request from time to time;
FINANCIAL PERIOD means a Financial Year or any other period in respect of
which accounts are required to be prepared and certified by the auditors of
the relevant company to enable it to comply with all relevant legal and
accounting requirements and all requirements of any stock exchange on which
securities of the company are listed;
FINANCIAL YEAR means, in the case of the Sixth Issuer, each twelve-month
period ending on the last day of the calendar year;
FITCH means Fitch Ratings Limited and any successor to its ratings
business;
FSMA 2000 or FSMA means the Financial Services and Market Act 2000 (as
amended from time to time);
GLOBAL SIXTH ISSUER NOTES means the global notes issued in respect of the
Sixth Issuer Notes, in the form of the Dollar Global Sixth Issuer Notes and
the Reg S Global Sixth Issuer Notes;
HBOSTS SUBSCRIPTION AGREEMENT means a subscription agreement relating to
the sale of the Series 5 Class A1 Sixth Issuer Notes, dated [{circle}],
2004 between Funding 1, Halifax, the Mortgages Trustee, the Sixth Issuer
and HBOSTS;
HBOSTS means HBOS Treasury Services plc;
INDEPENDENT CERTIFICATES means certificates of independent parties
furnished by the Sixth Issuer to the Note Trustee and/or the Security
Trustee (as appropriate) and in accordance with sections 314(c) and
314(d)(1) of the Trust Indenture Act;
INITIAL RELEVANT SCREEN RATE means:
(a) in respect of the Series 1 Sixth Issuer Notes and the Series 2 Sixth
Issuer Notes, the linear interpolation of the arithmetic mean of the
offered quotations to leading banks for two-week Dollar deposits and
the arithmetic mean of the offered quotations to leading banks for
one-month Dollar deposits (rounded upwards, if necessary, to five
decimal places), displayed on the Moneyline Telerate Monitor at
Moneyline Telerate Page No. 3750 (or such replacement page on that
service which displays the information) or, if that service ceases to
display the information, such other screen service as may be
determined by the Sixth Issuer with the approval of the Note Trustee;
or
(b) in respect of the Series 4 Sixth Issuer Notes, the linear
interpolation of the arithmetic mean of the offered quotations to
prime banks for two-week Euro deposits and the arithmetic mean of the
offered quotations to prime banks for one-month Euro deposits (rounded
upwards, if necessary, to five decimal places), displayed on the
Moneyline Telerate monitor at Moneyline Telerate page number 248 (or
such replacement page on that service which displays the information)
or, if that service ceases to display the information, such other
screen service as may be determined by the Sixth Issuer with the
approval of the Note Trustee; or
(c) in respect of the Series 3 Sixth Issuer Notes, the Series 5 Class A2
Sixth Issuer Notes, the Series 5 Class B Sixth Issuer Notes, and the
Series 5 Class C Sixth Issuer Notes the linear interpolation of the
arithmetic mean of the offered quotations to leading banks for
two-week Sterling deposits and the arithmetic mean of the offered
11
quotations to leading banks for one-month Sterling deposits (rounded
upwards, if necessary, to five decimal places), displayed on the
Moneyline Telerate monitor at Moneyline Telerate page number 3750 (or
such replacement page on that service which displays the information)
or, if that service ceases to display the information, such other
screen service as may be determined by the Sixth Issuer with the
approval of the Note Trustee;
INTEREST AMOUNT means the amount of interest payable on each Sixth Issuer
Note in respect of the relevant Interest Period;
INTEREST DETERMINATION DATE means the Sterling Interest Determination Date,
the Euro Interest Determination Date and the Dollar Interest Determination
Date (as applicable);
INTEREST PAYMENT DATE means, as applicable, a Quarterly Interest Payment
Date and/or a Series 1 Class A Interest Payment Date and/or a Series 5
Class A1 Interest Payment Date;
INTEREST PERIOD means:
(a) in respect of interest payments made in respect of the Sixth Issuer
Notes (other than the Series 1 Class A Sixth Issuer Notes and the
Series 5 Class A1 Sixth Issuer Notes) the period from (and including)
a Quarterly Interest Payment Date (or in respect of the first Interest
Period, the Sixth Issuer Closing Date) to (but excluding) the next
following (or first) Quarterly Interest Payment Date;
(b) in respect of the Series 1 Class A Sixth Issuer Notes, the period from
(and including) a Series 1 Class A Interest Payment Date (or in
respect of the first interest period, the Sixth Issuer Closing Date)
to (but excluding) the next following (or first) Series 1 Class A
Interest Payment Date, except that prior to the applicable interest
payment date falling in [September 2005] following the occurrence of a
Trigger Event or the enforcement of the Sixth Issuer Security in
accordance with the Sixth Issuer Deed of Charge, the Interest Period
for the Series 1 Class A Sixth Issuer Notes (in respect of the first
such period) will be the period from (and including) the immediately
preceding Series 1 Class A Interest Payment Date to have occurred to
(but excluding) the 10th day of the then next to occur of September,
December, March and June (or, if such day is not a Business Day, the
next succeeding Business Day) and thereafter will be the quarterly
period from (and including) such date to (but excluding) the 10th day
of the then first to occur of September, December, March and June in
each year; and
(c) in respect of the Series 5 Class A1 Sixth Issuer Notes, the period
from (and including) the Closing Date to (but excluding)
the 10th day of December 2004 and thereafter means the semi-annual
period from (and including) a Series 5 Class A1 Interest Payment Date
to (but excluding) the next Series 5 Class A1 Interest Payment Date:
(i) prior to the interest Payment Date falling in [December 2009],
if a Trigger Event occurs or the Sixth Issuer Security is
enforced in accordance with the Sixth Issuer Deed of Charge,
then the Interest Period for the Series 5 Class A1 Sixth Issuer
Notes will be the quarterly period from (and including) the 10th
day of the then next to occur of March, June, September and
December to (but excluding) the next following 10th day of
March, June, September and December;
(ii) on and from the Series 5 Class A1 Interest Payment Date falling
in [December 2009], the Interest Period for the Series 5 Class
A1 First Issuer Notes will be the period from (and including)
the immediately preceding Quarterly Interest Payment Date or in
respect of the first such Interest Period, such Interest Payment
Date falling in [December 2009] to (but excluding) the next
following Quarterly Interest Payment Date; and
(iii) the Interest Period in respect of the Series 5 Class A1 Sixth
Issuer Notes commencing immediately prior to [December 2009]
shall end on and include the Series 5 Class A1 Interest Payment
Date falling in [December 2009].
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INTEREST RATE SWAP means the Series 5 Class A1 Sixth Issuer Interest Rate
Swap;
INTEREST RATE SWAP AGREEMENT means the Series 5 Class A1 Sixth Issuer
Interest Rate Swap Agreement;
INTEREST RATE SWAP PROVIDER means the Series 5 Class A1 Sixth Issuer
Interest Rate Swap Provider;
INTEREST RATE SWAP PROVIDER DEFAULT means the occurrence of an Event of
Default (as defined in the Interest Rate Swap Agreement) where an Interest
Rate Swap Provider is the Defaulting Party;
ISSUER ORDER means a written order or request signed in the name of the
Sixth Issuer by two directors of the Sixth Issuer;
ISSUER'S CERTIFICATE means a certificate signed in the name of the Sixth
Issuer by two directors of the Sixth Issuer;
JOINT LEAD UNDERWRITERS means:
(a) Citigroup Global Markets Limited;
(b) Credit Suisse First Boston (Europe) Limited; and
(c) Deutsche Bank Securities Inc.;
LETTER OF REPRESENTATIONS means the letter of representations to DTC dated
on or about the Sixth Issuer Closing Date from the Principal Paying Agent
and the Sixth Issuer;
LONDON BUSINESS DAY means a day (other than a Saturday or Sunday) on which
banks are generally open for business in London;
LONDON STOCK EXCHANGE means the London Stock Exchange plc;
MANAGERS means, Citigroup Global Markets Limited, Credit Suisse First
Boston (Europe) Limited, Deutsche Bank AG London, [{circle}];
MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE means the amended and restated
master definitions and construction schedule signed by the parties to the
Transaction Documents and dated on or about [{circle}], 2004, as the same
may be further amended, restated and supplemented from time to time;
MOODY'S means Moody's Investors Service Limited and any successor to its
rating business;
NEW YORK BUSINESS DAY means a day (other than a Saturday or a Sunday) on
which banks are generally open for business in the city of New York;
NOTE DETERMINATION DATE means two Business Days prior to each Interest
Payment Date;
NOTE EVENT OF DEFAULT means an event of default pursuant to CONDITION 9 of
the Sixth Issuer Notes;
NOTEHOLDERS means the holders for the time being of the Sixth Issuer Notes;
NOTE PRINCIPAL PAYMENT means the amount of each principal payment payable
on each Note;
13
NOTE TRUSTEE means The Bank of New York having its principal office at One
Canada Square, London E14 5AL acting as Note Trustee under the terms of the
Sixth Issuer Trust Deed, or such other person as may from time to time be
appointed as Note Trustee (or co-trustee) pursuant to the Sixth Issuer
Trust Deed;
NOTICE means, in respect of notice being given to the Noteholders, a notice
duly given in accordance with CONDITION 14 of the Sixth Issuer Notes;
OFFICERS' CERTIFICATE means an officers certificate furnished by the Sixth
Issuer to the Note Trustee and/or the Security Trustee (as appropriate) and
complying with the provisions of section 314 of the Trust Indenture Act;
ONE-MONTH USD-LIBOR means the London Interbank Offered Rate for dollar
deposits, as determined by the Agent Bank on the following basis:
(a) on the applicable Dollar Interest Determination Date applicable to the
Series 1 Class A Sixth Issuer Notes, the Agent Bank will determine the
arithmetic mean, rounded upwards to five decimal places, of the
offered quotations to leading banks in the London inter-bank market
for dollar deposits for one-month dollar deposits. The One-Month
USD-LIBOR for the first Interest Period shall be the linear
interpolation of the arithmetic mean of such offered quotations for
the two-week and one-month dollar deposits (rounded upwards, if
necessary, to five decimal place).
This will be determined by reference to the display as quoted on the
Moneyline Telerate Screen No. 3750 or, if the Moneyline Telerate
Screen No. 3750 stops providing these quotations, the replacement
service for the purposes of displaying this information will be used.
If the replacement service stops displaying the information, another
page as determined by the Sixth Issuer with the approval of the Note
Trustee will be used.
In each of these cases, the determination will be made as at or about
11.00 a.m., London time, on that date;
(b) if, on any such Dollar Interest Determination Date, the screen rate is
unavailable, the Agent Bank will:
(i) request the principal London office of each of the Reference
Banks to provide the Agent Bank with its offered quotation to
leading banks for dollar deposits of the equivalent amount and
for the relevant period, in the London inter-bank market as at or
about 11.00 a.m. (London time); and
(ii) calculate the arithmetic mean, rounded upwards to five decimal
places, of those quotations;
(c) if, on any such Dollar Interest Determination Date, the screen rate is
unavailable and only two or three of the Reference Banks provide
offered quotations, the relevant rate for that Interest Period will be
the arithmetic mean of the quotations as calculated in paragraph (b);
and
(d) if, on any such Dollar Interest Determination Date, fewer than two
Reference Banks provide quotations, the Agent Bank will consult with
the Note Trustee and the Sixth Issuer for the purpose of agreeing a
total of two banks to provide such quotations and the relevant rate
for that Interest Period will be the arithmetic mean of the quotations
as calculated in paragraph (b). If no such banks are agreed then the
relevant rate for
14
that Interest Period will be the rate in effect for the last preceding
Interest Period for which paragraph (a) or (b) was applicable;
OPINION OF COUNSEL means an opinion of counsel furnished by the Sixth
Issuer to the Note Trustee and/or the Security Trustee (as appropriate) and
complying with the provisions of section 314 of the Trust Indenture Act;
OPTION has the meaning given to it in CLAUSE 2.2 of the Sixth Issuer
Post-Enforcement Call Option Agreement;
OPTION EXERCISE DATE has the meaning ascribed to that expression in
CONDITION 10 of the Sixth Issuer Notes and CLAUSE 2.1 of the Sixth Issuer
Post-Enforcement Call Option Agreement;
PAYING AGENTS means the Principal Paying Agent and the US Paying Agent;
POOL FACTOR has the meaning given to it in CONDITION 5(C) of the Sixth
Issuer Notes;
POTENTIAL NOTE EVENT OF DEFAULT has the same meaning as POTENTIAL SIXTH
ISSUER EVENT OF DEFAULT;
POTENTIAL SIXTH ISSUER EVENT OF DEFAULT or POTENTIAL SIXTH ISSUER NOTE
EVENT OF DEFAULT means any condition, event or act which with the lapse of
time and/or the giving of any notice would constitute a Sixth Issuer Event
of Default;
PRINCIPAL AMOUNT OUTSTANDING has the meaning set out in CONDITION 5(C) of
the Sixth Issuer Notes;
PRINCIPAL PAYING AGENT means Citibank, N.A. London Branch of 5 Carmelite
Street, London EC4Y 0PA in its capacity as principal paying agent in the
United Kingdom pursuant to the Sixth Issuer Paying Agent and Agent Bank
Agreement;
PROSPECTUS means the prospectus dated [{circle}], 2004 in relation to the
issue of the Sixth Issuer Notes;
PURCHASE OPTION has the meaning given to is in CONDITION 5(F) of the Sixth
Issuer Notes;
QUARTERLY INTEREST PAYMENT DATE means in respect of the Sixth Issuer Notes
(other than the Series 1 Class A Sixth Issuer Notes and the Series 5 Class
A1 Issuer Notes, in respect of the Series 5 Class A1 Notes up to the Series
5 Class A1 Interest Payment Date falling in [December 2009]) the 10th day
of March, June, September and December in each year (or, if such day is not
a Business Day, the next succeeding Business Day);
RATE OF INTEREST has the meaning given in CONDITION 4(C) of the Sixth
Issuer Notes;
RATING AGENCIES means Standard & Poor's Rating Services, a division of the
McGraw-Hill Companies Inc., Moody's Investors Service Limited and Fitch
Ratings Ltd.;
RECEIVER means any person or persons appointed (and any additional person
or persons appointed or substituted) as an administrative receiver,
receiver, manager, or receiver and manager of the Sixth Issuer Charged
Property by the Security Trustee pursuant to the Sixth Issuer Deed of
Charge and/or the Funding 1 Deed of Charge (as supplemented by Second
Supplemental Funding 1 Deed of Charge);
15
RECORD DATE in respect of the Definitive Sixth Issuer Notes means the 15th
day prior to each Interest Payment Date;
REDEMPTION OPTION has the meaning given in Condition 5(F) of the Sixth
Issuer Notes;
REFERENCE BANKS means the initial Reference Banks (as defined in CONDITION
4(H) of the Sixth Issuer Notes) and/or such other bank as may be appointed
pursuant to CONDITION 4(H) of the Sixth Issuer Notes;
REG S means Regulation S under the United States Securities Act of 1933, as
amended;
REG S DEFINITIVE SIXTH ISSUER NOTES are, where Definitive Sixth Issuer
Notes are issued, the Sixth Issuer Notes (other than the Series 3 Class A
Sixth Issuer Notes) issued by the Sixth Issuer in exchange for the
beneficial interests represented by the Reg S Global Sixth Issuer Note of
each class and the Series 3 Class A Definitive Sixth Issuer Notes;
REG S GLOBAL SIXTH ISSUER NOTES means the Series 3 Global Sixth Issuer
Notes, the Series 4 Global Sixth Issuer Notes and the Series 5 Global Sixth
Issuer Notes;
REGISTER means the register of noteholders kept by the Registrar and which
records the identity of each Sixth Issuer Noteholder and the number of
Sixth Issuer Notes which each Sixth Issuer Noteholder owns;
REGISTRAR means Citibank, N.A. London Branch of 5 Carmelite Street, London
EC4Y 0PA in its capacity as the registrar appointed by the Sixth Issuer
under the Sixth Issuer Paying Agent and Agent Bank Agreement to record the
holders of Sixth Issuer Notes;
REGULATIONS means as the context may require either (i) the Unfair Terms in
Consumer Contracts Regulations 1999 and/or, as applicable, the Unfair Terms
in Consumer Contracts Regulations 1994 or (ii) the Regulations set out in
Schedule 2 to the Sixth Issuer Paying Agent and Agent Bank Agreement;
RELEVANT MARGIN means:
(a) in respect of the Series 1 Class A Sixth Issuer Notes, -[{circle}] per
cent. per annum;
(b) in respect of the Series 1 Class B Sixth Issuer Notes, [{circle}] per
cent. per annum up to and including the Interest Period ending in
September 2011 and thereafter [{circle}] per cent. per annum;
(c) in respect of the Series 1 Class C Sixth Issuer Notes, [{circle}] per
cent. per annum up to and including the Interest Period ending in
September 2011 and thereafter [{circle}] per cent. per annum;
(d) in respect of the Series 2 Class A Sixth Issuer Notes, [{circle}] per
cent. per annum and thereafter [(circle)] per cent. per annum;
(e) in respect of the Series 2 Class B Sixth Issuer Notes, [{circle}] per
cent. per annum up to and including the Interest Period ending in
September 2011 and thereafter [{circle}] per cent. per annum;
(f) in respect of the Series 2 Class C Sixth Issuer Notes, [{circle}] per
cent. per annum up to and including the Interest Period ending in
September 2011 and thereafter [{circle}] per cent. per annum;
16
(g) in respect of the Series 3 Class A Sixth Issuer Notes, [{circle}] per
cent. per annum up to and including the Interest Period ending in
September 2011 and thereafter [{circle}] per cent. per annum;
(h) in respect of the Series 3 Class B Sixth Issuer Notes, [{circle}] per
cent. per annum up to and including the Interest Period ending in
September 2011 and thereafter [{circle}] per cent. per annum;
(i) in respect of the Series 3 Class C Sixth Issuer Notes, [{circle}] per
cent. per annum up to and including the Interest Period ending in
September 2011 and thereafter [{circle}] per cent. per annum;
(j) in respect of the Series 4 Class A Sixth Issuer Notes, [{circle}] per
cent. per annum up to and including the Interest Period ending in
September 2011 and thereafter [{circle}] per cent. per annum;
(k) in respect of the Series 4 Class B Sixth Issuer Notes, [{circle}] per
cent. per annum up to and including the Interest Period ending in
September 2011 and thereafter [{circle}] per cent. per annum;
(l) in respect of the Series 4 Class C Sixth Issuer Notes, [{circle}] per
cent. per annum up to and including the Interest Period ending in
September 2011 and thereafter [{circle}] per cent. per annum;
(m) in respect of the Series 5 Class A1 Sixth Issuer Notes, [{circle}] per
cent. per annum from and excluding the Interest Period ending in
[September 2009] (or [{circle}] per cent. per annum from and excluding
the Interest Period ending in September 2011);
(n) in respect of the Series 5 Class A2 Sixth Issuer Notes, [{circle}] per
cent. per annum up to and including the Interest Period ending in
September 2011 and thereafter [{circle}] per cent. per annum;
(o) in respect of the Series 5 Class B Sixth Issuer Notes, [{circle}] per
cent. per annum up to and including the Interest Period ending in
September 2011 and thereafter [{circle}] per cent. per annum; and
(p) in respect of the Series 5 Class C Sixth Issuer Notes, [{circle}] per
cent. per annum to and including the Interest Period ending in
September 2011 and thereafter [{circle}] per cent. per annum;
RELEVANT SCREEN RATE means:
(a) in respect of the first Interest Period, the Initial Relevant Screen
Rate; and
(b) (i) in respect of subsequent Interest Periods in respect of the
Series 1 Class A Sixth Issuer Notes, the arithmetic mean of the
offered quotations to leading banks for one-month Dollar
deposits in the London inter-bank market displayed on the
Moneyline Telerate Monitor at Moneyline Telerate page number
3750;
(ii) in respect of subsequent Interest Periods in respect of the
Series 1 Class B Sixth Issuer Notes, the Series 1 Class C Sixth
Issuer Notes and the Series 2 Sixth Issuer Notes, the arithmetic
mean of the offered quotations to leading banks for three-month
Dollar deposits in the London inter-bank market
17
displayed on the Moneyline Telerate Monitor at Moneyline
Telerate Page No. 3750;
(iii) in respect of subsequent Interest Periods in respect of the
Series 4 Sixth Issuer Notes, the arithmetic mean of offered
quotations to prime banks for three-month Euro deposits in the
Euro-zone inter-bank market displayed on the Moneyline Telerate
Monitor at Moneyline Telerate Page No. 248;
(iv) in respect of subsequent Interest Periods in respect of the
Series 3 Sixth Issuer Notes, the Series 5 Class A1 Sixth Issuer
Notes (commencing from but excluding the Interest Payment Date
falling in [December] 2009), the Series 5 Class A2 Sixth Issuer
Notes, the Series 5 Class B Sixth Issuer Notes, and the Series 5
Class C Sixth Issuer Notes and, the arithmetic mean of offered
quotations to prime banks for three-month Sterling deposits in
the London inter-bank market displayed on the Moneyline Telerate
Monitor at Moneyline Telerate Page No. 3750; and
in each case, displayed on the above-mentioned page of the
Dow-Jones/Telerate Monitor (or such replacement page on that service which
displays the information) or, if that service ceases to display the
information, such other screen service as may be determined by the Sixth
Issuer with the approval of the Note Trustee (rounded upwards, if
necessary, to five decimal places);
RELEVANT SIXTH ISSUER NOTES has the meaning given in CLAUSE 2.2 of the
Sixth Issuer Post-Enforcement Call Option Agreement;
REPAYMENT DATE means the earlier to occur of (a) the date when the Notes
have been redeemed in full and (b) the Funding 1 Interest Payment Date in
June 2042;
REQUISITE RATINGS means a rating of P-1 by Moody's, F1+ by Fitch and A-1+
by Standard & Poor's;
SCHEDULED AMORTISATION INSTALMENT means:
(a) in respect of the Sixth Issuer Series 2 Term AAA Advance, the
repayments of principal due on [March 2007, June 2007, September 2007
and December 2007], being the Scheduled Repayment Dates of the Sixth
Issuer Series 2 Term AAA Advance
(b) in respect of the Sixth Issuer Series 3 Term AAA Advance, the
repayments of principal due on [December 2007, March 2008, June 2008
and September 2008], being the Scheduled Repayment Dates of the Sixth
Issuer Series 3 Term AAA Advance; or
(c) in respect of the Sixth Issuer Series 4 Term AAA Advance, the
repayments of principal due on [December 2009 and March 2010], being
the Scheduled Repayment Dates of the Sixth Issuer Series 4 Term AAA
Advance; or
(d) in respect of any New Term Advance which is a Scheduled Amortisation
Term Advance, the repayments of principal due on each of the Scheduled
Repayments Dates of that Scheduled Amortisation Term Advance;
SCHEDULED AMORTISATION TERM ADVANCE means the Sixth Issuer Series 2 Term
AAA Advance and/or the Sixth Issuer Series 3 Term AAA Advance and/or the
Sixth Issuer Series 4
18
Term AAA Advance and/or any New Term Advance that is referred to as such in
the relevant offering document or prospectus relating to any New Issuer;
SCHEDULED PRINCIPAL REPAYMENT means, in respect of the Sixth Issuer Term
AAA Advances, the Sixth Issuer Term AA Advances, the Sixth Issuer Term BBB
Advances, or any New Term Advance, the amount of principal, if any,
scheduled to be repaid in respect of such advance on the relevant Scheduled
Repayment Date;
SCHEDULED REDEMPTION DATES means:
(a) in respect of the Series 1 Class A Sixth Issuer Notes, the Interest
Payment Date in [September 2005];
(b) in respect of the Series 2 Class A Sixth Issuer Notes, the Interest
Payment Dates in [March 2007, June 2007, September 2007 and December
2007];
(c) in respect of the Series 3 Class A Sixth Issuer Notes, the Interest
Payment Dates in [December 2007, March 2008, June 2008 and September
2008];
(d) in respect of the Series 4 Class A Sixth Issuer Notes, the Interest
Payment Dates in [December 2009 and March 2010]; and
SCHEDULED REPAYMENT DATES means:
(a) in respect of the Sixth Issuer Series 1 Term AAA Advance, the Interest
Payment Date in [September 2005];
(b) in respect of the Sixth Issuer Series 2 Term AAA Advance, the Interest
Payment Dates in [March 2007, June 2007, September 2007 and December
2007];
(c) in respect of the Sixth Issuer Series 3 Term AAA Advance, the Interest
Payment Dates in [December 2007, March 2008, June 2008 and September
2008];
(d) in respect of the Sixth Issuer Series 4 Term AAA Advance, the Interest
Payment Dates in [December 2009 and March 2010];
(e) in respect of any New Term Advance which is intended to be a Sixth
Issuer Bullet Term Advance, the Scheduled Repayment Date of that Sixth
Issuer Bullet Term Advance; and
(f) in respect of any New Term Advance which is intended to be a Scheduled
Amortisation Term Advance, the Scheduled Repayment Dates for each of
the Scheduled Amortisation Instalments under such Scheduled
Amortisation Term Advance;
SECURITIES ACT means the United States Securities Act of 1933, as amended;
SECURITY TRUSTEE means in relation to the Sixth Issuer, the Sixth Issuer
Secured Creditors, the Sixth Issuer Deed of Charge, the Sixth Issuer
Security and the Sixth Issuer Intercompany Loan Agreement, The Bank of New
York whose London branch address is at 48th Floor, One Canada Square,
London E14 5AL acting as Security Trustee under the terms of the Sixth
Issuer Deed of Charge or such other person as may from time to time be
appointed as Security Trustee (or co-trustee) pursuant to the Sixth Issuer
Deed of Charge;
19
SELLER means Halifax plc (registered number 2367076) in its capacity as
seller of the Loans and their Related Security to the Mortgages Trustee
pursuant to the terms of the Mortgage Sale Agreement;
SENIOR LIABILITIES means the items listed in paragraphs (a) and (c) to (g)
(inclusive) of the Sixth Issuer Pre-Enforcement Revenue Priority of
Payments;
SERIES 1 CLASS A DEFINITIVE SIXTH ISSUER NOTES means the registered notes
in definitive form which may be issued in respect of the Series 1 Class A
Sixth Issuer Notes pursuant to, and in the circumstances specified in,
Condition 1 and includes any replacement for Series 1 Class A Definitive
Sixth Issuer Notes issued pursuant to Condition 13 and which are issued
substantially in the form described in and set out in Part A of Schedule 2
to the Sixth Issuer Trust Deed;
SERIES 1 CLASS A SIXTH ISSUER NOTES means the US[USD][1,000,000,000] series
1 class A asset backed floating rate notes due [September 2005];
SERIES 1 CLASS B SIXTH ISSUER NOTES means the US[USD][35,800,000] series 1
class B asset backed floating rate notes due June 2042;
SERIES 1 CLASS C SIXTH ISSUER NOTES means the US[USD][34,700,000] series 1
class C asset backed floating rate notes due June 2042;
SERIES 2 CLASS A SIXTH ISSUER NOTES means the US[USD][1,000,000,000] series
2 class A asset backed floating rate notes due [December 2011];
SERIES 2 CLASS B SIXTH ISSUER NOTES means the US[USD][35,800,000] series 2
class B asset backed floating rate notes due June 2042;
SERIES 2 CLASS C SIXTH ISSUER NOTES means the US[USD][34,700,000] series
2 class C asset backed floating rate notes due September 2032;
SERIES 3 CLASS A SIXTH ISSUER NOTES means the [GBP][1,000,000,000] series 3
class A asset backed floating rate notes due [September 2032];
SERIES 3 CLASS B SIXTH ISSUER NOTES means the [GBP][35,300,000] series 3
class B asset backed floating rate notes due June 2042;
SERIES 3 CLASS C SIXTH ISSUER NOTES means the [GBP][34,200,000] series 3
class C asset backed floating rate notes due June 2042;
SERIES 4 CLASS A SIXTH ISSUER NOTES means the [EUR][750,000,000] series 4
class A asset backed floating rate notes due June 2042;
SERIES 4 CLASS B SIXTH ISSUER NOTES means the [EUR][26,100,000] series 4
class B asset backed floating rate notes due June 2042;
SERIES 4 CLASS C SIXTH ISSUER NOTES means the [EUR][25,300,000] series 4
class C asset backed floating rate notes due June 2042;
SERIES 5 CLASS A SIXTH ISSUER NOTES means Series 5 Class A1 Sixth Issuer
Notes and Series 5 Class A2 Sixth Issuer Notes
20
SERIES 5 CLASS A1 SIXTH ISSUER NOTES means the [GBP][500,000,000] series 5
class A1 asset backed fixed-floating rate notes due June 2042;
SERIES 5 CLASS A2 SIXTH ISSUER NOTES means the [GBP][500,000,000] series 5
class A asset backed floating rate notes due June 2042;
SERIES 5 CLASS B SIXTH ISSUER NOTES means the [GBP][34,800,000] series 5
class B asset backed floating rate notes due June 2042;
SERIES 5 CLASS C SIXTH ISSUER NOTES means the [GBP][33,700,000] series 5
class C asset backed floating rate notes due June 2042;
SERIES 1 CLASS A SIXTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 1 Class A Sixth Issuer Notes;
SERIES 1 CLASS B SIXTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 1 Class B Sixth Issuer Notes;
SERIES 1 CLASS C SIXTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 1 Class C Sixth Issuer Notes;
SERIES 2 CLASS A SIXTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 2 Class A Sixth Issuer Notes;
SERIES 2 CLASS B SIXTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 2 Class B Sixth Issuer Notes;
SERIES 2 CLASS C SIXTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 2 Class C Sixth Issuer Notes;
SERIES 3 CLASS A SIXTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 3 Class A Sixth Issuer Notes;
SERIES 3 CLASS B SIXTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 3 Class B Sixth Issuer Notes;
SERIES 3 CLASS C SIXTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 3 Class C Sixth Issuer Notes;
SERIES 4 CLASS A SIXTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 4 Class A Sixth Issuer Notes;
SERIES 4 CLASS B SIXTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 4 Class B Sixth Issuer Notes;
SERIES 4 CLASS C SIXTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 4 Class C Sixth Issuer Notes;
SERIES 5 CLASS A SIXTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 5 Class A Sixth Issuer Notes;
SERIES 5 CLASS B SIXTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 5 Class B Sixth Issuer Notes;
21
SERIES 5 CLASS C SIXTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 5 Class C Sixth Issuer Notes;
SERIES 1 CLASS A GLOBAL SIXTH ISSUER NOTE means a separate global note in
registered form representing the Series 1 Class A Sixth Issuer Notes;
SERIES 1 CLASS B GLOBAL SIXTH ISSUER NOTE means a separate global note in
registered form representing the Series 1 Class B Sixth Issuer Notes;
SERIES 1 CLASS C GLOBAL SIXTH ISSUER NOTE means a separate global note in
registered form representing the Series 1 Class C Sixth Issuer Notes;
SERIES 1 GLOBAL SIXTH ISSUER NOTES means the Series 1 Class A Global Sixth
Issuer Note, the Series 1 Class B Global Sixth Issuer Note and the Series 1
Class C Sixth Issuer Global Note;
SERIES 2 CLASS A GLOBAL SIXTH ISSUER NOTE means a separate global note in
registered form representing the Series 2 Class A Sixth Issuer Notes;
SERIES 2 CLASS B GLOBAL SIXTH ISSUER NOTE means a separate global note in
registered form representing the Series 2 Class B Sixth Issuer Notes;
SERIES 2 CLASS C GLOBAL SIXTH ISSUER NOTE means a separate global note in
registered form representing the Series 2 Class C Sixth Issuer Notes;
SERIES 2 GLOBAL SIXTH ISSUER NOTES means the Series 2 Class A Global Sixth
Issuer Note, Series 2 Class B Global Sixth Issuer Note and the Series 2
Class C Global Sixth Issuer Note;
SERIES 3 CLASS A DEFINITIVE SIXTH ISSUER NOTES the Series 3 Class A Sixth
Issuer Notes, issued in definitive registered form;
SERIES 3 CLASS B GLOBAL SIXTH ISSUER NOTE means a separate global note in
registered form representing the Series 3 Class B Sixth Issuer Notes;
SERIES 3 CLASS C GLOBAL SIXTH ISSUER NOTE means a separate global note in
registered form representing the Series 3 Class C Sixth Issuer Notes;
SERIES 3 GLOBAL SIXTH ISSUER NOTES means the Series 3 Class B Global Sixth
Issuer Note and the Series 3 Class C Global Sixth Issuer Note;
SERIES 4 CLASS A GLOBAL SIXTH ISSUER NOTE means a separate global note in
registered form representing the Series 4 Class A Sixth Issuer Notes;
SERIES 4 CLASS B GLOBAL SIXTH ISSUER NOTE means a separate global note in
registered form representing the Series 4 Class B Sixth Issuer Notes;
SERIES 4 CLASS C GLOBAL SIXTH ISSUER NOTE means a separate global note in
registered form representing the Series 4 Class C Sixth Issuer Notes;
SERIES 4 GLOBAL SIXTH ISSUER NOTES means the Series 4 Class A Global Sixth
Issuer Notes, the Series 4 Class B Global Sixth Issuer Note and the Series
4 Class C Global Sixth Issuer Note;
SERIES 5 CLASS A1 GLOBAL SIXTH ISSUER NOTE means a separate global note in
registered form representing the Series 5 Class A1 Sixth Issuer Notes;
22
SERIES 5 CLASS A2 GLOBAL SIXTH ISSUER NOTE means a separate global note in
registered form representing the Series 5 Class A2 Sixth Issuer Notes;
SERIES 5 CLASS B GLOBAL SIXTH ISSUER NOTE means a separate global note in
registered form representing the Series 5 Class B Sixth Issuer Notes;
SERIES 5 CLASS C GLOBAL SIXTH ISSUER NOTE means a separate global note in
registered form representing the Series 5 Class C Sixth Issuer Notes;
SERIES 5 GLOBAL SIXTH ISSUER NOTES means the Series 5 Class A Global Sixth
Issuer Notes, Series 5 Class B Global Sixth Issuer Note and the Series 5
Class C Global Sixth Issuer Note;
SERIES 1 SIXTH ISSUER NOTES means collectively the Series 1 Class A Sixth
Issuer Notes, the Series 1 Class B Sixth Issuer Notes and the Series 1
Class C Sixth Issuer Notes;
SERIES 2 SIXTH ISSUER NOTES means collectively the Series 2 Class A Sixth
Issuer Notes, the Series 2 Class B Sixth Issuer Notes, and the Series 2
Class C Sixth Issuer Notes;
SERIES 3 SIXTH ISSUER NOTES means collectively the Series 3 Class A Sixth
Issuer Notes, the Series 3 Class B Sixth Issuer Notes and the Series 3
Class C Sixth Issuer Notes;
SERIES 4 SIXTH ISSUER NOTES means collectively the Series 4 Class A Sixth
Issuer Notes, the Series 4 Class B Sixth Issuer Notes and the Series 4
Class C Sixth Issuer Notes;
SERIES 5 SIXTH ISSUER NOTES means collectively the Series 5 Class A Sixth
Issuer Notes, the Series 5 Class B Sixth Issuer Notes and the Series 5
Class C Sixth Issuer Notes;
SERIES 1 CLASS A INTEREST PAYMENT DATE means in respect of the Series 1
Class A Sixth Issuer Notes the 10th day of each consecutive month (or, if
such day is not a Business Day, the next succeeding Business Day), until
the earliest to occur of (i) the Interest Payment Date falling in
[September 2005], (ii) the Quarterly Interest Payment Date immediately
following the occurrence of a Trigger Event and (iii) the Quarterly
Interest Payment Date immediately following the enforcement of the Sixth
Issuer Security in accordance with the Sixth Issuer Deed of Charge, and
thereafter the 10th day of September, December, March and June in each year
(or if such day is not a Business Day, the next succeeding Business Day);
SERIES 1 CLASS A SIXTH ISSUER SWAP means the sterling-dollar currency swap
which enables the Sixth Issuer to receive and pay amounts under the Sixth
Issuer Intercompany Loan in sterling and to receive and pay amounts under
the Series 1 Class A Sixth Issuer Notes in dollars;
SERIES 1 CLASS A SIXTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into on
or about the Sixth Issuer Closing Date between the Series 1 Class A Sixth
Issuer Swap Provider, the Sixth Issuer and the Security Trustee as amended
and supplemented from time to time;
SERIES 1 CLASS B SIXTH ISSUER SWAP means the sterling-dollar currency swap
which enables the Sixth Issuer to receive and pay amounts under the Sixth
Issuer Intercompany Loan in sterling and to receive and pay amounts under
the Series 1 Class B Sixth Issuer Notes in dollars;
SERIES 1 CLASS B SIXTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into on
or about the Sixth Issuer
23
Closing Date between the Series 1 Class B Sixth Issuer Swap Provider, the
Sixth Issuer and the Security Trustee as amended and supplemented from time
to time;
SERIES 1 CLASS C SIXTH ISSUER SWAP means the sterling-dollar currency swap
which enables the Sixth Issuer to receive and pay amounts under the Sixth
Issuer Intercompany Loan in sterling and to receive and pay amounts under
the Series 1 Class C Sixth Issuer Notes in dollars;
SERIES 1 CLASS C SIXTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into on
or about the Sixth Issuer Closing Date between the Series 1 Class C Sixth
Issuer Swap Provider, the Sixth Issuer and the Security Trustee as amended
and supplemented from time to time;
SERIES 1 SIXTH ISSUER SWAP AGREEMENTS means the Series 1 Class A Sixth
Issuer Swap Agreement, the Series 1 Class B Sixth Issuer Swap Agreement and
the Series 1 Class C Issuer Swap Agreement;
SERIES 1 CLASS A SIXTH ISSUER SWAP PROVIDER means Swiss Re Financial
Products Corporation or such other swap provider appointed from time to
time in relation to the Series 1 Sixth Issuer Notes;
SERIES 1 CLASS B SIXTH ISSUER SWAP PROVIDER means Swiss Re Financial
Products Corporation or such other swap provider appointed from time to
time in relation to the Series 1 Sixth Issuer Notes;
SERIES 1 CLASS C SIXTH ISSUER SWAP PROVIDER means Swiss Re Financial
Products Corporation or such other swap provider appointed from time to
time in relation to the Series 1 Sixth Issuer Notes;
SERIES 1 SIXTH ISSUER SWAP PROVIDER means the Series 1 Class A Sixth Issuer
Swap Provider, the Series 1 Class B Sixth Issuer Swap Provider and the
Series 1 Class C Sixth Issuer Swap Provider;
SERIES 2 CLASS A SIXTH ISSUER SWAP means the sterling-dollar currency swap
which enables the Sixth Issuer to receive and pay amounts under the Sixth
Issuer Intercompany Loan in sterling and to receive and pay amounts under
the Series 2 Class A Sixth Issuer Notes in dollars;
SERIES 2 CLASS A SIXTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into on
or about the Sixth Issuer Closing Date between the Series 2 Class A Sixth
Issuer Swap Provider, the Sixth Issuer and the Security Trustee as amended
and supplemented from time to time;
SERIES 2 CLASS B SIXTH ISSUER SWAP means the sterling-dollar currency swap
which enables the Sixth Issuer to receive and pay amounts under the Sixth
Issuer Intercompany Loan in sterling and to receive and pay amounts under
the Series 2 Class B Sixth Issuer Notes in dollars;
SERIES 2 CLASS B SIXTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into on
or about the Sixth Issuer Closing Date between the Series 2 Class B Sixth
Issuer Swap Provider, the Sixth Issuer and the Security Trustee as amended
and supplemented from time to time;
24
SERIES 2 CLASS C SIXTH ISSUER SWAP means the sterling-dollar currency swap
which enables the Sixth Issuer to receive and pay amounts under the Sixth
Issuer Intercompany Loan in sterling and to receive and pay amounts under
the Series 2 Class C Sixth Issuer Notes in dollars;
SERIES 2 CLASS C SIXTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into on
or about the Sixth Issuer Closing Date between the Series 2 Class C Sixth
Issuer Swap Provider, the Sixth Issuer and the Security Trustee as amended
and supplemented from time to time;
SERIES 2 SIXTH ISSUER SWAP AGREEMENTS means the Series 2 Class A Sixth
Issuer Swap Agreement, the Series 2 Class B Sixth Issuer Swap Agreement and
the Series 2 Class C Sixth Issuer Swap Agreement;
SERIES 2 CLASS A SIXTH ISSUER SWAP PROVIDER means Banque AIG or such other
swap provider appointed from time to time in relation to the Series 2 Sixth
Issuer Notes;
SERIES 2 CLASS B SIXTH ISSUER SWAP PROVIDER means Banque AIG or such other
swap provider appointed from time to time in relation to the Series 2 Sixth
Issuer Notes ;
SERIES 2 CLASS C SIXTH ISSUER SWAP PROVIDER means Banque AIG or such other
swap provider appointed from time to time in relation to the Series 1 Sixth
Issuer Notes;
SERIES 2 SIXTH ISSUER SWAP PROVIDER means the Series 2 Class A Sixth Issuer
Swap Provider, the Series 2 Class B Sixth Issuer Swap Provider, and the
Series 2 Class C Currency Swap Provider;
SERIES 4 CLASS A SIXTH ISSUER SWAP means the sterling-euro currency swap
which enables the Sixth Issuer to receive and pay amounts under the Sixth
Issuer Intercompany Loan in sterling and to receive and pay amounts under
the Series 4 Class A Sixth Issuer Notes in euro;
SERIES 4 CLASS A SIXTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into on
or about the Sixth Issuer Closing Date between the Series 4 Class A Sixth
Issuer Swap Provider, the Sixth Issuer and the Security Trustee as amended
and supplemented from time to time;
SERIES 4 CLASS B SIXTH ISSUER SWAP means the sterling-euro currency swap
which enables the Sixth Issuer to receive and pay amounts under the Sixth
Issuer Intercompany Loan in sterling and to receive and pay amounts under
the Series 4 Class B Sixth Issuer Notes in euro;
SERIES 4 CLASS B SIXTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into on
or about the Sixth Issuer Closing Date between the Series 4 Class B Sixth
Issuer Swap Provider, the Sixth Issuer and the Security Trustee as amended
and supplemented from time to time;
SERIES 4 CLASS C SIXTH ISSUER SWAP means the sterling-euro currency swap
which enables the Sixth Issuer to receive and pay amounts under the Sixth
Issuer Intercompany Loan in sterling and to receive and pay amounts under
the Series 4 Class C Sixth Issuer Notes in euro;
SERIES 4 CLASS C SIXTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into on
or about the Sixth Issuer Closing Date between the Series 4 Class C Sixth
Issuer Swap Provider, the Sixth Issuer and the Security Trustee as amended
and supplemented from time to time;
25
SERIES 4 SIXTH ISSUER SWAP AGREEMENTS means the Series 4 Class A Sixth
Issuer Swap Agreement, the Series 4 Class B Sixth Issuer Swap Agreement,
and the Series 4 Class C Sixth Issuer Swap Agreement;
SERIES 4 CLASS A SIXTH ISSUER SWAP PROVIDER means Citibank N.A., London
Branch or such other swap provider appointed from time to time in relation
to the Series 4 Sixth Issuer Notes;
SERIES 4 CLASS B SIXTH ISSUER SWAP PROVIDER means Citibank N.A., London
Branch or such other swap provider appointed from time to time in relation
to the Series 4 Sixth Issuer Notes;
SERIES 4 CLASS C SIXTH ISSUER SWAP PROVIDER means Citibank N.A., London
Branch or such other swap provider appointed from time to time in relation
to the Series 4 Sixth Issuer Notes;
SERIES 4 SIXTH ISSUER SWAP PROVIDER means the Series 4 Class A Sixth Issuer
Swap Provider, the Series 4 Class B Sixth Issuer Swap Provider and the
Series 4 Class C Sixth Issuer Swap Provider;
SERIES 5 CLASS A1 INTEREST PAYMENT DATE means in respect of the Series 5
Class A1 Sixth Issuer Notes the 10th day of [June and December] in each
year (or, if such day is not a Business Day, the next succeeding Business
Day), until the earliest of (i) the Quarterly Interest Payment Date
immediately following the occurrence of a Trigger Event, (ii) the Quarterly
Interest Payment Date immediately following the enforcement of the Sixth
Issuer Security in accordance with the Sixth Issuer Deed of Charge and
(iii) the Interest Payment Date falling in [December 2009], and thereafter
the 10th day of September, December, March and June in each year (or if
such day is not a Business Day, the next succeeding Business Day);
SERIES 5 CLASS A1 SIXTH ISSUER INTEREST RATE SWAP means the fixed -
floating Interest Rate Swap calculated by reference to a rate based on
LIBOR for three-month Sterling deposits which enables the Sixth Issuer to
receive amounts from the Series 5 Class A1 Sixth Issuer Interest Rate Swap
Provider in sterling at floating rate and pay amounts under the Series 5
Class A1 Sixth Issuer Notes at a fixed rate;
SERIES 5 CLASS A1 SIXTH ISSUER INTEREST RATE SWAP AGREEMENT means the ISDA
Master Agreement (including the schedule and confirmation thereto) entered
into on or about the Sixth Issuer Closing Date between the Series 5 Class
A1 Sixth Issuer Interest Rate Swap Provider, the Sixth Issuer and the
Security Trustee as amended and supplemented from time to time;
SERIES 5 CLASS A1 SIXTH ISSUER SWAP means the Series 5 Class A1 Sixth
Issuer Interest Rate Swap;
SERIES 5 CLASS A1 SIXTH ISSUER SWAP PROVIDER means the Series 5 Class A1
Sixth Issuer Interest Rate Swap Provider;
SERIES 5 SIXTH ISSUER SWAP AGREEMENT means the Series 5 Class A1 Interest
Rate Swap Agreement;
SERIES 5 CLASS A1 SIXTH ISSUER INTEREST RATE SWAP PROVIDER means HBOS
Treasury Services plc or such other interest rate swap provider appointed
from time to time in relation to the Series 5 Class A1 Sixth Issuer Notes;
SERIES 1 CLASS A DEFINITIVE SIXTH ISSUER NOTES means the registered notes
in definitive form which may be issued in respect of the Series 1 Class A
Sixth Issuer Notes pursuant to, and in the circumstances specified in,
Condition 1 and includes any replacement for Series 1 Class A
26
Definitive Sixth Issuer Notes issued pursuant to Condition 13 and which are
issued substantially in the form described in and set out in PART 1 of
SCHEDULE 2 to the Sixth Issuer Trust Deed;
SERIES 1 CLASS B DEFINITIVE SIXTH ISSUER NOTES means the registered notes
in definitive form which may be issued in respect of the Series 1 Class B
Sixth Issuer Notes pursuant to, and in the circumstances specified in,
Condition 1 and includes any replacement for Series 1 Class B Definitive
Sixth Issuer Notes issued pursuant to Condition 13 and which are issued
substantially in the form described in and set out in PART 2 of SCHEDULE 2
to the Sixth Issuer Trust Deed;
SERIES 1 CLASS C DEFINITIVE SIXTH ISSUER NOTES means the registered notes
in definitive form which may be issued in respect of the Series 1 Class C
Sixth Issuer Notes pursuant to, and in the circumstances specified in,
Condition 1 and includes any replacement for Series 1 Class C Definitive
Sixth Issuer Notes issued pursuant to Condition 13 and which are issued
substantially in the form described in and set out in PART 3 of SCHEDULE 2
to the Sixth Issuer Trust Deed;
SERIES 1 DEFINITIVE SIXTH ISSUER NOTES means the Series 1 Class A
Definitive Sixth Issuer Notes, the Series 1 Class B Definitive Sixth Issuer
Notes and the Series 1 Class C Definitive Sixth Issuer Notes;
SERIES 2 CLASS A DEFINITIVE SIXTH ISSUER NOTES means the registered notes
in definitive form which may be issued in respect of the Series 2 Class A
Sixth Issuer Notes pursuant to, and in the circumstances specified in,
Condition 1 and includes any replacement for Series 2 Class A Definitive
Sixth Issuer Notes issued pursuant to Condition 13 and which are issued
substantially in the form described in and set out in PART 4 of SCHEDULE 2
to the Sixth Issuer Trust Deed;
SERIES 2 CLASS B DEFINITIVE SIXTH ISSUER NOTES means the registered notes
in definitive form which may be issued in respect of the Series 2 Class B
Sixth Issuer Notes pursuant to, and in the circumstances specified in,
Condition 1 and includes any replacement for Series 2 Class B Definitive
Sixth Issuer Notes issued pursuant to Condition 13 and which are issued
substantially in the form described in and set out in PART 5 of SCHEDULE 2
to the Sixth Issuer Trust Deed;
SERIES 2 CLASS C DEFINITIVE SIXTH ISSUER NOTES means the registered notes
in definitive form which may be issued in respect of the Series 2 Class C
Sixth Issuer Notes pursuant to, and in the circumstances specified in,
Condition 1 and includes any replacement for Series 2 Class C Definitive
Sixth Issuer Notes issued pursuant to Condition 13 and which are issued
substantially in the form described in and set out in PART 6 of SCHEDULE 2
to the Sixth Issuer Trust Deed;
SERIES 2 DEFINITIVE SIXTH ISSUER NOTES means the Series 2 Class A
Definitive Sixth Issuer Notes, the Series 2 Class B Definitive Sixth Issuer
Notes, and the Series 2 Class C Definitive Sixth Issuer Notes;
SERIES 3 CLASS A DEFINITIVE SIXTH ISSUER NOTES means the registered notes
in definitive form which may be issued in respect of the Series 3 Class A
Sixth Issuer Notes pursuant to, and in the circumstances specified in,
Condition 1 and includes any replacement for Series 3 Class A Definitive
Sixth Issuer Notes issued pursuant to Condition 13 and which are issued
substantially in the form described in and set out in PART 7 of SCHEDULE 2
to the Sixth Issuer Trust Deed;
27
SERIES 3 CLASS B DEFINITIVE SIXTH ISSUER NOTES means the registered notes
in definitive form which may be issued in respect of the Series 3 Class B
Sixth Issuer Notes pursuant to, and in the circumstances specified in,
Condition 1 and includes any replacement for Series 3 Class B Definitive
Sixth Issuer Notes issued pursuant to Condition 13 and which are issued
substantially in the form described in and set out in PART 8 of SCHEDULE 2
to the Sixth Issuer Trust Deed;
SERIES 3 CLASS C DEFINITIVE SIXTH ISSUER NOTES means the registered notes
in definitive form which may be issued in respect of the Series 3 Class C
Sixth Issuer Notes pursuant to, and in the circumstances specified in,
Condition 1 and includes any replacement for Series 3 Class C Definitive
Sixth Issuer Notes issued pursuant to Condition 13 and which are issued
substantially in the form described in and set out in PART 9 of SCHEDULE 2
to the Sixth Issuer Trust Deed;
SERIES 3 DEFINITIVE SIXTH ISSUER NOTES means the Series 3 Class A
Definitive Sixth Issuer Notes, the Series 3 Class B Definitive Sixth Issuer
Notes, and the Series 3 Class C Definitive Sixth Issuer Notes;
SERIES 4 CLASS A DEFINITIVE SIXTH ISSUER NOTES means the registered notes
in definitive form which may be issued in respect of the Series 4 Class A
Sixth Issuer Notes pursuant to, and in the circumstances specified in,
Condition 1 and includes any replacement for Series 4 Class A Definitive
Sixth Issuer Notes issued pursuant to Condition 13 and which are issued
substantially in the form described in and set out in PART 10 of SCHEDULE 2
to the Sixth Issuer Trust Deed;
SERIES 4 CLASS B DEFINITIVE SIXTH ISSUER NOTES means the registered notes
in definitive form which may be issued in respect of the Series 4 Class B
Sixth Issuer Notes pursuant to, and in the circumstances specified in,
Condition 1 and includes any replacement for Series 4 Class B Definitive
Sixth Issuer Notes issued pursuant to Condition 13 and which are issued
substantially in the form described in and set out in PART 11 of SCHEDULE 2
to the Sixth Issuer Trust Deed;
SERIES 4 CLASS C DEFINITIVE SIXTH ISSUER NOTES means the registered notes
in definitive form which may be issued in respect of the Series 4 Class C
Sixth Issuer Notes pursuant to, and in the circumstances specified in,
Condition 1 and includes any replacement for Series 4 Class C Definitive
Sixth Issuer Notes issued pursuant to Condition 13 and which are issued
substantially in the form described in and set out in PART 12 of SCHEDULE 2
to the Sixth Issuer Trust Deed;
SERIES 4 DEFINITIVE SIXTH ISSUER NOTES means the Series 4 Class A
Definitive Sixth Issuer Notes, the Series 4 Class B Definitive Sixth Issuer
Notes, the Series 4 Class C Definitive Sixth Issuer Notes and the Series 4
Class C Definitive Sixth Issuer Notes;
SERIES 5 CLASS A1 DEFINITIVE SIXTH ISSUER NOTES means the registered notes
in definitive form which may be issued in respect of the Series 5 Class A1
Sixth Issuer Notes pursuant to, and in the circumstances specified in,
Condition 1 and includes any replacement for Series 5 Class A1 Definitive
Sixth Issuer Notes issued pursuant to Condition 13 and which are issued
substantially in the form described in and set out in PART 13 of SCHEDULE 2
to the Sixth Issuer Trust Deed;
SERIES 5 CLASS A2 DEFINITIVE SIXTH ISSUER NOTES means the registered notes
in definitive form which may be issued in respect of the Series 5 Class A2
Sixth Issuer Notes pursuant to, and in the circumstances specified in,
Condition 1 and includes any replacement for Series 5 Class A2 Definitive
Sixth Issuer Notes issued pursuant to Condition 13 and which are issued
28
substantially in the form described in and set out in PART 14 of SCHEDULE 2
to the Sixth Issuer Trust Deed;
SERIES 5 CLASS B DEFINITIVE SIXTH ISSUER NOTES means the registered notes
in definitive form which may be issued in respect of the Series 5 Class B
Sixth Issuer Notes pursuant to, and in the circumstances specified in,
Condition 1 and includes any replacement for Series 5 Class B Definitive
Sixth Issuer Notes issued pursuant to Condition 13 and which are issued
substantially in the form described in and set out in PART 15 of SCHEDULE 2
to the Sixth Issuer Trust Deed;
SERIES 5 CLASS C DEFINITIVE SIXTH ISSUER NOTES means the registered notes
in definitive form which may be issued in respect of the Series 5 Class C
Sixth Issuer Notes pursuant to, and in the circumstances specified in,
Condition 1 and includes any replacement for Series 5 Class C Definitive
Sixth Issuer Notes issued pursuant to Condition 13 and which are issued
substantially in the form described in and set out in PART 16 of SCHEDULE 2
to the Sixth Issuer Trust Deed;
SERIES 5 DEFINITIVE SIXTH ISSUER NOTES means the Series 5 Class A
Definitive Sixth Issuer Notes, the Series 5 Class B Definitive Sixth Issuer
Notes, and the Series 5 Class C Definitive Sixth Issuer Notes;
SIXTH ISSUER means Permanent Financing (No. 6) PLC (registered no.
5232464), a public limited company incorporated under the laws of England
and Wales, whose registered office is at Blackwell House, Guildhall Yard,
London EC2V 5AE;
SIXTH ISSUER ACCOUNT BANK means the Sixth Issuer Non-Sterling Account Bank
and the Sixth Issuer Sterling Account Bank;
SIXTH ISSUER ACCOUNT MANDATE means an account mandate delivered to the
Sixth Issuer Account Bank pursuant to the Sixth Issuer Bank Account
Agreement;
SIXTH ISSUER ACCOUNTS means the Sixth Issuer Transaction Account, any
Additional Sixth Issuer Account and such other bank account(s) held in the
name of the Sixth Issuer with the prior written approval of the Security
Trustee from time to time;
SIXTH ISSUER AVAILABLE FUNDS means together Sixth Issuer Revenue Receipts
and Sixth Issuer Principal Receipts;
SIXTH ISSUER BANK ACCOUNT AGREEMENT means the bank account agreement dated
on or about the Sixth Issuer Closing Date between the Sixth Issuer, the
Sixth Issuer Cash Manager, the Sixth Issuer Account Bank and the Security
Trustee (as the same may be amended and/or supplemented from time to time);
SIXTH ISSUER BANK ACCOUNTS has the same meaning as SIXTH ISSUER ACCOUNTS;
SIXTH ISSUER BULLET TERM ADVANCES means the Sixth Issuer Series 1 Term AAA
Advance;
SIXTH ISSUER CASH MANAGEMENT AGREEMENT means the cash management agreement
dated on or about the Sixth Issuer Closing Date between the Sixth Issuer,
the Sixth Issuer Cash Manager and the Security Trustee (as the same may be
amended and/or supplemented from time to time);
SIXTH ISSUER CASH MANAGEMENT SERVICES means the services to be provided to
the Sixth Issuer and the Security Trustee pursuant to the Sixth Issuer Cash
Management Agreement;
29
SIXTH ISSUER CASH MANAGER means Halifax acting pursuant to the Sixth Issuer
Cash Management Agreement as agent for the Sixth Issuer and the Security
Trustee, to manage all cash transactions and maintain certain ledgers on
behalf of the Sixth Issuer;
SIXTH ISSUER CASH MANAGER TERMINATION EVENT has the meaning given in CLAUSE
12.1 of the Sixth Issuer Cash Management Agreement;
SIXTH ISSUER CHARGED PROPERTY means the property charged by the Sixth
Issuer pursuant to CLAUSES 3.1 to 3.4 (inclusive) of the Sixth Issuer Deed
of Charge;
SIXTH ISSUER CLOSING DATE means [{circle}], 2004;
SIXTH ISSUER CORPORATE SERVICES AGREEMENT means the agreement dated on or
about the Sixth Issuer Closing Date and made between the Sixth Issuer
Corporate Services Provider, the Sixth Issuer, Halifax, Holdings and the
Security Trustee for the provision by the Corporate Services Provider of
certain corporate services and personnel to the Sixth Issuer (as the same
may be amended and/or supplemented from time to time);
SIXTH ISSUER CORPORATE SERVICES FEE LETTER means the letter dated the date
of the Sixth Issuer Corporate Services Agreement between, inter alios, the
Sixth Issuer, the Security Trustee, and the Sixth Issuer Corporate Services
Provider, setting out the amount of fees payable to the Sixth Issuer
Corporate Services Provider by the Sixth Issuer;
SIXTH ISSUER CORPORATE SERVICES PROVIDER means Structured Finance
Management Limited or such other person or persons for the time being
acting as corporate services provider to the Sixth Issuer under the Sixth
Issuer Corporate Services Agreement;
SIXTH ISSUER CURRENCY SWAP AGREEMENTS means the Dollar Currency Swap
Agreements and the Euro Currency Swap Agreements;
SIXTH ISSUER DEED OF CHARGE means the deed of charge to be entered into on
or about the Sixth Issuer Closing Date between, among others, the Sixth
Issuer and the Security Trustee under which the Sixth Issuer charges the
Sixth Issuer Security in favour of the Security Trustee for the benefit of
the Sixth Issuer Secured Creditors (as the same may be amended and/or
supplemented from time to time);
SIXTH ISSUER EVENT OF DEFAULT has the meaning given to it in Condition 9 of
the Sixth Issuer Notes;
SIXTH ISSUER INTERCOMPANY LOAN means the loan of the Sixth Issuer Term
Advances made by the Sixth Issuer to Funding 1 under the Sixth Issuer
Intercompany Loan Agreement on or about the Sixth Issuer Closing Date;
SIXTH ISSUER INTERCOMPANY LOAN ACCELERATION NOTICE means an acceleration
notice served by the Security Trustee in relation to the enforcement of the
Funding 1 Security following a Sixth Issuer Intercompany Loan Event of
Default under the Sixth Issuer Intercompany Loan;
SIXTH ISSUER INTERCOMPANY LOAN AGREEMENT means the Sixth Issuer
Intercompany Loan Confirmation and the Intercompany Loan Terms and
Conditions together entered into on or about the Sixth Issuer Closing Date
by the Sixth Issuer, Funding 1, the Security Trustee and the Agent Bank (as
the same may be amended and/or supplemented from time to time);
30
SIXTH ISSUER INTERCOMPANY LOAN CONFIRMATION means the loan confirmation in
respect of the Sixth Issuer Intercompany Loan Agreement entered into on or
about the Sixth Issuer Closing Date and made between Funding 1, the Sixth
Issuer and the Security Trustee;
SIXTH ISSUER INTERCOMPANY LOAN DETERMINATION DATE means the date falling
two Business Days prior to each Funding 1 Interest Payment Date;
SIXTH ISSUER INTERCOMPANY LOAN EVENT OF DEFAULT means the occurrence of an
event of default by Funding 1 as specified in Clause 14 of the Sixth Issuer
Intercompany Loan Terms and Conditions;
SIXTH ISSUER INTERCOMPANY LOAN LEDGER means the ledger maintained by the
Sixth Issuer Cash Manager which will record payments of interest and
repayments of principal made on each of the Term Advances on each Interest
Payment Date under the Sixth Issuer Intercompany Loan Agreement;
SIXTH ISSUER INTERCOMPANY LOAN TERMS AND CONDITIONS means the Intercompany
Loan Terms and Conditions;
SIXTH ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE means this Sixth
Issuer Master Definitions and Construction Schedule signed for the purposes
of identification by Allen & Overy LLP and Sidley Austin Brown & Wood on or
about the Sixth Issuer Closing Date, as the same may be amended, restated
and supplemented from time to time;
SIXTH ISSUER NON-STERLING ACCOUNT means a dollar account and/or a euro
account, in each case to be opened pursuant to CLAUSE 3.1 of the Sixth
Issuer Bank Account Agreement in the name of the Sixth Issuer and to be
held with the Sixth Issuer Non-Sterling Account Bank in accordance with the
Sixth Issuer Bank Account Agreement;
SIXTH ISSUER NON-STERLING ACCOUNT BANK means The Governor and Company of
the Bank of Scotland, in its capacity as holder of the relevant Sixth
Issuer Non-Sterling Account, in accordance with the Sixth Issuer Bank
Account Agreement;
SIXTH ISSUER NOTE ACCELERATION NOTICE means a Class A Sixth Issuer Note
Acceleration Notice, a Class B Sixth Issuer Note Acceleration Notice, or a
Class C Sixth Issuer Note Acceleration Notice, either alone or together;
SIXTH ISSUER NOTE DETERMINATION DATE means four Business Days prior to each
Interest Payment Date;
SIXTH ISSUER NOTE EVENT OF DEFAULT means an event of default by the Sixth
Issuer as defined in Condition 9 of the Sixth Issuer Notes;
SIXTH ISSUER NOTEHOLDERS means the holders for the time being of the Sixth
Issuer Notes;
SIXTH ISSUER NOTES means the Class A Sixth Issuer Notes, the Class B Sixth
Issuer Notes and the Class C Sixth Issuer Notes;
SIXTH ISSUER PAYING AGENT AND AGENT BANK AGREEMENT means the paying agent
and agent bank agreement entered into on or about the Sixth Issuer Closing
Date between the Sixth Issuer, the Principal Paying Agent, the Agent Bank,
the US Paying Agent, the Registrar, the Transfer Agent and the Note Trustee
which sets out the appointment of the Paying Agents, the Registrar, the
Transfer Agent and the Agent Bank for the Sixth Issuer Notes (as the same
may be amended and/or supplemented from time to time);
31
SIXTH ISSUER POST-ENFORCEMENT CALL OPTION AGREEMENT means the
post-enforcement call option agreement entered into on or about the Sixth
Issuer Closing Date between the Sixth Issuer, the Post-Enforcement Call
Option Holder and the Security Trustee under which the Note Trustee agrees
on behalf of the holders of the Class B Sixth Issuer Notes and the Class C
Sixth Issuer Notes that following enforcement of the Sixth Issuer Security,
the Post-Enforcement Call Option Holder may call for the Class B Sixth
Issuer Notes, and the Class C Sixth Issuer Notes (as the same may be
amended and/or supplemented from time to time);
SIXTH ISSUER POST-ENFORCEMENT PRIORITY OF PAYMENTS means the order of
priority of payments in which the Sixth Issuer Revenue Receipts and the
Sixth Issuer Principal Receipts will be applied following the service of a
Sixth Issuer Note Acceleration Notice and a Sixth Issuer Intercompany Loan
Acceleration Notice, as set out in CLAUSE 6.4 of the Sixth Issuer Deed of
Charge;
SIXTH ISSUER PRE-ENFORCEMENT PRINCIPAL PRIORITY OF PAYMENTS means the order
of priority of payments in which the Sixth Issuer Principal Receipts will
be applied until enforcement of the Sixth Issuer Security and as set out in
Schedule 2 to the Sixth Issuer Cash Management Agreement;
SIXTH ISSUER PRE-ENFORCEMENT PRIORITY OF PAYMENTS means the Sixth Issuer
Pre-Enforcement Principal Priority of Payments and the Sixth Issuer
Pre-Enforcement Revenue Priority Payments;
SIXTH ISSUER PRE-ENFORCEMENT REVENUE PRIORITY OF PAYMENTS means the order
of priority of payments in which the Sixth Issuer Revenue Receipts will be
applied until enforcement of the Sixth Issuer Security and as set out in
Schedule 2 to the Sixth Issuer Cash Management Agreement;
SIXTH ISSUER PRINCIPAL RECEIPTS means the sum of all principal amounts
repaid by Funding 1 to the Sixth Issuer under the terms of the Sixth Issuer
Intercompany Loan Agreement during the relevant Interest Period, as
calculated by the Sixth Issuer Cash Manager four Business Days prior to
each Interest Payment Date;
SIXTH ISSUER REVENUE RECEIPTS means on the date which is four Business Days
prior to an Interest Payment Date, an amount equal to the aggregate of:
(a) interest to be paid by Funding 1 on the relevant Funding 1 Interest
Payment Date in respect of the Term Advances under the terms of the
Sixth Issuer Intercompany Loan Agreement;
(b) fees to be paid to the Sixth Issuer by Funding 1 on the relevant
Funding 1 Interest Payment Date under the terms of the Sixth Issuer
Intercompany Loan Agreement;
(c) interest payable on the Sixth Issuer Bank Accounts and any Authorised
Investments which will be received on or before the relevant Interest
Payment Date in respect of the Sixth Issuer Notes;
(d) other net income of the Sixth Issuer including amounts received or to
be received under the Sixth Issuer Swap Agreements on or before the
relevant Interest Payment Date (including any amounts received by the
Sixth Issuer in consideration of it entering into a replacement Sixth
Issuer Swap Agreement but excluding (i) the return or transfer of any
Excess Swap Collateral, as set out under the relevant Sixth Issuer
Swap Agreement and (ii) in respect of each Sixth Issuer Swap Provider,
prior to the designation of an early termination date under the
relevant Sixth Issuer Swap
32
Agreement and the resulting application of the collateral by way of
netting or set-off, an amount equal to the value of all collateral
(other than excess swap collateral) provided by such Sixth Issuer Swap
Provider to the Sixth Issuer pursuant to the relevant Sixth Issuer
Swap Agreement (and any interest or distributions in respect
thereof)); and
(e) if the Sixth Issuer receives any additional amount from a Sixth Issuer
Swap Provider pursuant to section 2(d)(i)(4) of any Sixth Issuer Swap
Agreement, and the Sixth Issuer subsequently receives a refund from
the relevant taxing authority in respect of that additional amount (so
that the Sixth Issuer receives a windfall) (for the purposes of this
definition, a REFUND PAYMENT), an amount equal to that Refund Payment;
SIXTH ISSUER'S CERTIFICATE means a certificate signed in the name of the
Sixth Issuer by two directors of the Sixth Issuer;
SIXTH ISSUER SCHEDULED AMORTISATION TERM ADVANCE means the Sixth Issuer
Series 2 Term AAA Advance, the Sixth Issuer Series 3 Term AAA Advance and
the Sixth Issuer Series 4 Term AAA Advance;
SIXTH ISSUER SECURED CREDITORS means the Security Trustee under the Sixth
Issuer Deed of Charge, the Sixth Issuer Swap Providers, the Note Trustee,
the Sixth Issuer Account Bank, the Paying Agents, the Registrar, the
Transfer Agent, the Agent Bank, the Corporate Services Provider, the Sixth
Issuer Cash Manager and the Sixth Issuer Noteholders;
SIXTH ISSUER SECURED OBLIGATIONS means any and all of the moneys and
liabilities which the Sixth Issuer covenants to pay or discharge under
CLAUSE 2 of the Sixth Issuer Deed of Charge and all other amounts owed by
it to the Sixth Issuer Secured Creditors under and pursuant to the
Transaction Documents;
SIXTH ISSUER SECURITY means the security granted by the Sixth Issuer under
the Sixth Issuer Deed of Charge in favour of the Sixth Issuer Secured
Creditors;
SIXTH ISSUER SERIES 1 TERM AA ADVANCE means the sub-loan of the Sixth
Issuer Term AA Advances in the amount of [GBP][35,800,000] and
corresponding to the issue of the Series 1 Class B Sixth Issuer Notes;
SIXTH ISSUER SERIES 1 TERM AAA ADVANCE means the sub-loan of the Sixth
Issuer Term AAA Advances in the amount of [GBP][1,000,000,000] and
corresponding to the issue of the Series 1 Class A Sixth Issuer Notes;
SIXTH ISSUER SERIES 1 TERM ADVANCES means the Sixth Issuer Series 1 Term
AAA Advance, the Sixth Issuer Series 1 Term AA Advance and the Sixth Issuer
Series 1 Term BBB Advance;
SIXTH ISSUER SERIES 1 TERM BBB ADVANCE means the sub-loan of the Sixth
Issuer Term BBB Advances in the amount of [GBP][34,700,000] and
corresponding to the issue of the Series 1 Class C Sixth Issuer Notes;
SIXTH ISSUER SERIES 2 TERM AA ADVANCE means the sub-loan of the Sixth
Issuer Term AA Advances in the amount of [GBP][35,800,000] and
corresponding to the issue of the Series 2 Class B Sixth Issuer Notes;
SIXTH ISSUER SERIES 2 TERM AAA ADVANCE means the sub-loan of the Sixth
Issuer Term AAA Advances in the amount of [GBP][1,000,000,000] and
corresponding to the issue of the Series 2 Class A Sixth Issuer Notes;
33
SIXTH ISSUER SERIES 2 TERM ADVANCES means the Sixth Issuer Series 2 Term
AAA Advance, the Sixth Issuer Series 2 Term AA Advance and the Sixth Issuer
Series 2 Term BBB Advance;
SIXTH ISSUER SERIES 2 TERM BBB ADVANCE means the sub-loan of the Sixth
Issuer Term BBB Advances in the amount of [GBP][34,700,000] and
corresponding to the issue of the Series 2 Class C Sixth Issuer Notes;
SIXTH ISSUER SERIES 3 TERM AA ADVANCE means the sub-loan of the Sixth
Issuer Term AA Advances in the amount of [GBP][35,300,000] and
corresponding to the issue of the Series 3 Class B Sixth Issuer Notes;
SIXTH ISSUER SERIES 3 TERM AAA ADVANCE means the sub-loan of the Sixth
Issuer Term AAA Advances in the amount of [GBP][1,000,000,000] and
corresponding to the issue of the Series 3 Class A Sixth Issuer Notes;
SIXTH ISSUER SERIES 3 TERM ADVANCES means the Sixth Issuer Series 3 Term
AAA Advance, the Sixth Issuer Series 3 Term AA Advance and the Sixth Issuer
Series 3 Term BBB Advance;
SIXTH ISSUER SERIES 3 TERM BBB ADVANCE means the sub-loan of the Sixth
Issuer Term BBB Advances in the amount of [GBP][34,200,000] and
corresponding to the issue of the Series 3 Class C Sixth Issuer Notes;
SIXTH ISSUER SERIES 4 TERM AA ADVANCE means the sub-loan of the Sixth
Issuer Term AA Advances in the amount of [GBP][26,100,000] and
corresponding to the issue of the Series 4 Class B Sixth Issuer Notes;
SIXTH ISSUER SERIES 4 TERM AAA ADVANCE means the sub-loan of the Sixth
Issuer Term AAA Advances in the amount of [GBP][750,000,000] and
corresponding to the issue of the Series 4 Class A Sixth Issuer Notes;
SIXTH ISSUER SERIES 4 TERM ADVANCES means the Sixth Issuer Series 4 Term
AAA Advances, the Sixth Issuer Series 4 Term AA Advance and the Sixth
Issuer Series 4 Term BBB Advance;
SIXTH ISSUER SERIES 4 TERM BBB ADVANCE means the sub-loan of the Sixth
Issuer Term BBB Advances in the amount of [GBP][25,300,000] and
corresponding to the issue of the Series 4 Class C Sixth Issuer Notes;
SIXTH ISSUER SERIES 5 TERM AA ADVANCE means the sub-loan of the Sixth
Issuer Term AA Advances in the amount of [GBP][34,800,000] and
corresponding to the issue of the Series 5 Class B Sixth Issuer Notes;
SIXTH ISSUER SERIES 5 TERM AAA ADVANCES means the Sixth Issuer Series 5A1
Term AAA Advance and the Sixth Issuer Series 5A2 Term AAA Advance;
SIXTH ISSUER SERIES 5 TERM ADVANCES means the Sixth Issuer Series 5 Term
AAA Advances, the Sixth Issuer Series 5 Term AA Advance and the Sixth
Issuer Series 5 Term BBB Advance;
SIXTH ISSUER SERIES 5A1 TERM AAA ADVANCE means the sub-loan of the Sixth
Issuer Term AAA Advances in the amount of [GBP][500,000,000] and
corresponding to the issue of the Series 5 Class A1 Sixth Issuer Notes;
SIXTH ISSUER SERIES 5A2 TERM AAA ADVANCE means the sub-loan of the Sixth
Issuer Term AAA Advances in the amount of [GBP][500,000,000] and
corresponding to the issue of the Series 5 Class A2 Sixth Issuer Notes;
34
SIXTH ISSUER SERIES 5 TERM BBB ADVANCE means the sub-loan of the Sixth
Issuer Term BBB Advances in the amount of [GBP][33,700,000] and
corresponding to the issue of the Series 5 Class C Sixth Issuer Notes;
SIXTH ISSUER STERLING ACCOUNT means the Sixth Issuer Transaction Account or
any Additional Sixth Issuer Account opened, to be opened pursuant to CLAUSE
3.1 of the Sixth Issuer Bank Account Agreement in the name of the Sixth
Issuer and to be held with the Sixth Issuer Sterling Account Bank in
accordance with the Sixth Issuer Bank Account Agreement;
SIXTH ISSUER STERLING ACCOUNT BANK means The Governor and Company of the
Bank of Scotland, in its capacity as holder of the Sixth Issuer Transaction
Account, situated at 116 Wellington Street, Leeds LS1 4LT, any Additional
Sixth Issuer Account and such other account bank as may be appointed from
time to time pursuant to the Sixth Issuer Bank Account Agreement;
SIXTH ISSUER SWAP AGREEMENTS means the Dollar Currency Swap Agreements, the
Euro Currency Swap Agreements and the Interest Rate Swap Agreement;
SIXTH ISSUER SWAP EXCLUDED TERMINATION AMOUNT means, in relation to any
Sixth Issuer Swap Agreement, an amount equal to:
(a) the amount of any termination payment due and payable to the relevant
Sixth Issuer Swap Provider as a result of a Sixth Issuer Swap Provider
Default or to the relevant Sixth Issuer Swap Provider following a
Sixth Issuer Swap Provider Downgrade Termination Event;
less
(b) the amount, if any, received by the Sixth Issuer from a replacement
swap provider upon entry by the Sixth Issuer into an agreement with
such replacement swap provider to replace such Sixth Issuer Swap
Agreement which has terminated as a result of such Sixth Issuer Swap
Provider Default or following the occurrence of such Sixth Issuer Swap
Provider Downgrade Termination Event;
SIXTH ISSUER SWAP PROVIDER DEFAULT means the occurrence of an Event of
Default (as defined in the Sixth Issuer Swap Agreements) where a Sixth
Issuer Swap Provider is the Defaulting Party;
SIXTH ISSUER SWAP PROVIDER DOWNGRADE TERMINATION EVENT means the occurrence
of an additional termination event following the failure by a Sixth Issuer
Swap Provider to comply with the requirements of the ratings downgrade
provisions set out in the relevant Sixth Issuer Swap Agreement;
SIXTH ISSUER SWAP PROVIDERS means the Dollar Currency Swap Providers, the
Euro Currency Swap Providers and the Interest Rate Swap Provider or any one
of them as the context requires;
SIXTH ISSUER SWAPS means the swaps documented under the Sixth Issuer Swap
Agreements;
SIXTH ISSUER TERM AA ADVANCES means the Sixth Issuer Series 1 Term AA
Advance, the Sixth Issuer Series 2 Term AA Advance, the Sixth Issuer Series
3 Term AA Advance, the Sixth Issuer Series 4 Term AA Advance and the Sixth
Issuer Series 5 Term AA Advance;
35
SIXTH ISSUER TERM AAA ADVANCES means the Sixth Issuer Series 1 Term AAA
Advance, the Sixth Issuer Series 2 Term AAA Advance, the Sixth Issuer
Series 3 Term AAA Advance, the Sixth Issuer Series 4 Term AAA Advance and
the Sixth Issuer Series 5 Term AAA Advances;
SIXTH ISSUER TERM ADVANCES means the Sixth Issuer Term AAA Advances, the
Sixth Issuer Term AA Advances and the Sixth Issuer Term BBB Advances;
SIXTH ISSUER TERM ADVANCES DUE DATES means the dates being:
(a) in relation to the Sixth Issuer Series 1 Term AAA Advance, the Funding
1 Interest Payment Date falling in [September 2005];
(b) in relation to the Sixth Issuer Series 2 Term AAA Advance, the Funding
1 Interest Payment Date falling in [March 2007, June 2007, September
2007 and December 2007];
(c) in relation to the Sixth Issuer Series 3 Term AAA Advance, the Funding
1 Interest Payment Dates falling in [December 2007, March 2008, June
2008 and September 2008];
(d) in relation to the Sixth Issuer Series 4 Term AAA Advance, the Funding
1 Interest Payment Date falling in [December 2009 and March 2010];
(e) in relation to the Sixth Issuer Series 5A1 Term AAA Advance, the
Funding 1 Interest Payment Date falling in [September 2011];
(f) in relation to the Sixth Issuer Series 5A2 Term AAA Advance, the
Funding 1 Interest Payment Date falling in [September 2011];
(g) in relation to the Sixth Issuer Series 1 Term AA Advance, the Funding
1 Interest Payment Date falling after the date on which the Sixth
Issuer Series 1 Term AAA Advance has been fully repaid;
(h) in relation to the Sixth Issuer Series 2 Term AA Advance, the Funding
1 Interest Payment Date falling after the date on which the Sixth
Issuer Series 2 Term AAA Advance has been fully repaid;
(i) in relation to the Sixth Issuer Series 3 Term AA Advance, the Funding
1 Interest Payment Date falling after the date on which the Sixth
Issuer Series 3 Term AAA Advance has been fully repaid;
(j) in relation to the Sixth Issuer Series 4 Term AA Advance, the Funding
1 Interest Payment Date falling on or after the date on which the
Sixth Issuer Series 4 Term AAA Advance has been fully repaid;
(k) in relation to the Sixth Issuer Series 5 Term AA Advance, the Funding
1 Interest Payment Date falling on or after the date on which the
Sixth Issuer Series 5 Term AAA Advances have been fully repaid;
(l) in relation to the Sixth Issuer Series 1 Term BBB Advance, the Funding
1 Interest Payment Date falling on or after the date on which the
Sixth Issuer Series 1 Term AA Advance has been fully repaid;
36
(m) in relation to the Sixth Issuer Series 2 Term BBB Advance, the Funding
1 Interest Payment Date falling on or after the date on which the
Sixth Issuer Series 2 Term AA Advance has been fully repaid;
(n) in relation to the Sixth Issuer Series 3 Term BBB Advance, the Funding
1 Interest Payment Date falling on or after the date on which the
Sixth Issuer Series 3 Term AA Advance has been fully repaid;
(o) in relation to the Sixth Issuer Series 4 Term BBB Advance, the Funding
1 Interest Payment Date falling on or after the date on which the
Sixth Issuer Series 4 Term AA Advance has been fully repaid; and
(p) in relation to the Sixth Issuer Series 5 Term BBB Advance, the Funding
1 Interest Payment Date falling on or after the date on which the
Sixth Issuer Series 5 Term AA Advance has been fully repaid;
SIXTH ISSUER TERM BBB ADVANCES means the Sixth Issuer Series 1 Term BBB
Advance, the Sixth Issuer Series 2 Term BBB Advance, the Sixth Issuer
Series 3 Term BBB Advance, the Sixth Issuer Series 4 Term BBB Advance and
the Sixth Issuer Series 5 Term BBB Advance;
SIXTH ISSUER TRANSACTION ACCOUNT means the sterling account in the name of
the Sixth Issuer (account number [{circle}], Permanent Financing (No. 6)
PLC, sort code [{circle}]-[{circle}]-[{circle}]) held with the Sixth Issuer
Account Bank or such other account at such other Sixth Issuer Account Bank
and/or other banks as may for the time being be in place with the prior
consent of the Security Trustee and designated as such;
SIXTH ISSUER TRANSACTION ACCOUNT MANDATE means the mandate pursuant to
which the Sixth Issuer Transaction Account has been established;
SIXTH ISSUER TRANSACTION DOCUMENTS means those Transaction Documents to
which the Sixth Issuer is a party, including the Sixth Issuer Intercompany
Loan Agreement, the Sixth Issuer Trust Deed, the Sixth Issuer Paying Agent
and Agent Bank Agreement, the Sixth Issuer Deed of Charge, the Sixth Issuer
Cash Management Agreement, the Sixth Issuer Swap Agreements, the Sixth
Issuer Bank Account Agreement, the Sixth Issuer Post-Enforcement Call
Option Agreement and the Sixth Issuer Corporate Services Agreement;
SIXTH ISSUER TRUST DEED means the trust deed entered into on or about the
Sixth Issuer Closing Date between the Sixth Issuer and the Note Trustee
constituting the Sixth Issuer Notes (as the same may be amended and/or
supplemented from time to time);
SPECIFIED OFFICE means as the context may require, in relation to any of
the Agents, the office specified against the name of such Agent in the
Sixth Issuer Paying Agent and Agent Bank Agreement or such other specified
notice as may be notified to the Sixth Issuer and the Security Trustee
pursuant to the Sixth Issuer Paying Agent and Agent Bank Agreement;
STANDARD & POOR'S means Standard & Poor's Rating Services, a division of
The McGraw-Hill Companies, Inc. and any successor to its ratings business;
STERLING DEFINITIVE SIXTH ISSUER NOTES means the Series 3 Class A
Definitive Sixth Issuer Notes, the Series 3 Class B Definitive Sixth Issuer
Notes, the Series 3 Class C Definitive Sixth Issuer Notes, Series 5 Class
A1 Definitive Sixth Issuer Notes, the Series 5 Class A2 Definitive Sixth
Issuer Notes, the Series 5 Class B Definitive Sixth Issuer Notes, and the
Series 5 Class C Definitive Sixth Issuer Notes;
37
STERLING GLOBAL SIXTH ISSUER NOTES means the Series 3 Class B Global Sixth
Issuer Notes, Series 3 Class C Global Sixth Issuer Notes, the Series 5
Class A1 Global Sixth Issuer Notes, the Series 5 Class A2 Global Sixth
Issuer Note; the Series 5 Class B Global Sixth Issuer Notes, and the Series
5 Class C Global Sixth Issuer Notes
STERLING SIXTH ISSUER NOTES means the Sterling Definitive Sixth Issuer
Notes and the Sterling Global Sixth Issuer Notes;
STERLING INTEREST DETERMINATION DATE means the first day of the Interest
Period for which the rate will apply;
STERLING-LIBOR means the London Interbank Offered Rate for sterling
deposits, as determined by the Agent Bank on the following basis:
(a) on the applicable Sterling Interest Determination Date, the Agent Bank
will determine the arithmetic mean, rounded upwards to five decimal
places, of the offered quotations to leading banks in the London
inter-bank market for sterling deposits for the relevant period (or,
in the case of the first Interest Period, the linear interpolation of
the arithmetic mean of such offered quotations for two-month and
three-month sterling deposits (rounded upwards, if necessary, to five
decimal places)).
This will be determined by reference to the display as quoted on the
Moneyline Telerate Screen No. 3750 or, if the Moneyline Telerate
Screen No. 3750 stops providing these quotations, the replacement
service for the purposes of displaying this information will be used.
If the replacement service stops displaying the information, another
page as determined by the Sixth Issuer with the approval of the Note
Trustee will be used.
In each of these cases, the determination will be made at or about
11.00 a.m., London time, on that date;
(b) if, on any such Sterling Interest Determination Date, the screen rate
is unavailable, the Agent Bank will:
(i) request the principal London office of each of the Reference
Banks to provide the Agent Bank with its offered quotation to
leading banks for sterling deposits of the equivalent amount, and
for the relevant period, in the London inter-bank market as at or
about 11.00 a.m. (London time); and
(ii) calculate the arithmetic mean, rounded upwards to five decimal
places, of those quotations;
(c) if, on any such Sterling Interest Determination Date, the screen rate
is unavailable and only two or three of the Reference Banks provide
offered quotations, the relevant rate for that Interest Period will be
the arithmetic mean of the quotations as calculated in paragraph (b);
and
(d) if, on any such Sterling Interest Determination Date, fewer than two
Reference Banks provide quotations, the Agent Bank will consult with
the Note Trustee and the Sixth Issuer for the purpose of agreeing a
total of two banks to provide such quotations and the relevant rate
for that Interest Period will be the arithmetic mean of the quotations
as calculated in paragraph (b). If no such banks are agreed then the
relevant rate for that Interest Period will be the rate in effect for
the last preceding Interest Period for which paragraph (a) or (b) was
applicable;
38
SUBSCRIPTION AGREEMENT means the Subscription Agreement relating to the
sale of the Series 3 Sixth Issuer Notes, the Series 4 Sixth Issuer Notes
and the Series 5 Sixth Issuer Notes (other than the Series 5 Class A1 Sixth
Issuer Notes), dated [{circle}], 2004 between Funding 1, Halifax, the
Mortgages Trustee, the Sixth Issuer and the Managers;
SUBSCRIPTION AGREEMENTS means the Subscription Agreement and the HBOSTS
Subscription Agreement;
SUCCESSOR AGENT means any successor to any Agent who may be appointed by
the Sixth Issuer under the Sixth Issuer Paying Agent and Agent Bank
Agreement;
SUCCESSOR AGENT BANK means any successor to the Agent Bank who may be
appointed by the Sixth Issuer under the Sixth Issuer Paying Agent and Agent
Bank Agreement;
SUCCESSOR PAYING AGENT means any successor to any Paying Agent who may be
appointed by the Sixth Issuer under the Sixth Issuer Paying Agent and Agent
Bank Agreement;
SUCCESSOR PRINCIPAL PAYING AGENT means any successor to the Principal
Paying Agent who may be appointed by the Sixth Issuer under the Sixth
Issuer Paying Agent and Agent Bank Agreement;
SWAP AGREEMENTS means the Currency Swap Agreements;
SWAP PROVIDERS means the Currency Swap Providers;
TARGET BUSINESS DAY means a day on which the TransEuropean Automated
Realtime Gross Settlement Express Transfer (TARGET) system is open;
TERM ADVANCE INTEREST DETERMINATION DATE has the meaning given in CLAUSE
6.2(A)(I) of the Intercompany Loan Terms and Conditions;
TERM ADVANCE RATE OF INTEREST has the meaning given in CLAUSE 6.2 of the
Intercompany Loan Terms and Conditions;
TERM ADVANCE RATING means the designated rating which corresponds to the
rating assigned on the Sixth Issuer Closing Date to the corresponding class
of Sixth Issuer Notes, the proceeds of which are applied by the Sixth
Issuer to make such Term Advance to Funding 1. Any subsequent changes made
to the ratings of the Sixth Issuer Notes will not affect the Term Advance
Ratings of the Term Advances;
TERMS AND CONDITIONS has the same meaning as CONDITIONS;
THREE-MONTH USD-LIBOR means the London Interbank Offered Rate for dollar
deposits, as determined by the Agent Bank on the following basis:
(a) on the applicable Dollar Interest Determination Date applicable to the
Series 1 Class B Sixth Issuer Notes, the Series 1 Class C Sixth Issuer
Notes, the Series 2 Class A Sixth Issuer Notes, the Series 2 Class B
Sixth Issuer Notes and the Series 2 Class C Sixth Issuer Notes, the
Agent Bank will determine the arithmetic mean, rounded upwards to five
decimal places, of the offered quotations to leading banks in the
London inter-bank market for three-month dollar deposits. The
Three-Month USD-LIBOR for the first Interest Period shall be the
linear interpolation of the arithmetic mean of such offered quotations
for two-month and three-month Dollar deposits (rounded upwards, if
necessary, to five decimal places).
39
This will be determined by reference to the display as quoted on the
Moneyline Telerate Screen No. 3750 or, if the Moneyline Telerate
Screen No. 3750 stops providing these quotations, the replacement
service for the purposes of displaying this information will be used.
If the replacement service stops displaying the information, another
page as determined by the issuer with the approval of the Note Trustee
will be used.
In each of these cases, the determination will be made as at or about
11.00 a.m., London time, on that date;
(b) if, on any such Dollar Interest Determination Date, the screen rate is
unavailable, the Agent Bank will:
(i) request the principal London office of each of the Reference
Banks to provide the Agent Bank with its offered quotation to
leading banks for dollar deposits of the equivalent amount and
for the relevant period, in the London inter-bank market as at or
about 11.00 a.m. (London time); and
(ii) calculate the arithmetic mean, rounded upwards to five decimal
places, of those quotations;
(c) if, on any such Dollar Interest Determination Date, the screen rate is
unavailable and only two or three of the Reference Banks provide
offered quotations, the relevant rate for that Interest Period will be
the arithmetic mean of the quotations as calculated in paragraph (b);
and
(d) if, on any such Dollar Interest Determination Date, fewer than two
Reference Banks provide quotations, the Agent Bank will consult with
the Note Trustee and the Sixth Issuer for the purpose of agreeing a
total of two banks to provide such quotations and the relevant rate
for that Interest Period will be the arithmetic mean of the quotations
as calculated in paragraph (b). If no such banks are agreed then the
relevant rate for that Interest Period will be the rate in effect for
the last preceding Interest Period for which paragraph (a) or (b) was
applicable;
TRANSACTION means the transaction contemplated by the Transaction
Documents;
TRANSACTION DOCUMENT or RELEVANT DOCUMENT means any of the following
documents:
(a) the Subscription Agreement;
(b) the HBOSTS Subscription Agreement;
(c) the Underwriting Agreement;
(d) the Sixth Issuer Intercompany Loan Agreement;
(e) the Mortgages Trust Deed;
(f) the Halifax Deed and Power of Attorney in relation to the Mortgages
Trust Deed;
(g) the Mortgage Sale Agreement;
(h) the Seller Power of Attorney;
40
(i) the Sixth Issuer Deed of Charge;
(j) the Second Supplemental Funding 1 Deed of Charge;
(k) the Sixth Issuer Power of Attorney;
(l) the Funding 1 Deed of Charge;
(m) the Funding 1 Power of Attorney;
(n) the Funding 1 Liquidity Facility Agreement;
(o) the Sixth Issuer Swap Agreements;
(p) the Funding 1 Swap Agreement;
(q) the Sixth Issuer Trust Deed;
(r) the Sixth Issuer Paying Agent and Agent Bank Agreement;
(s) the Servicing Agreement;
(t) the Cash Management Agreement;
(u) the Sixth Issuer Cash Management Agreement;
(v) the Funding 1 Guaranteed Investment Contract;
(w) the Mortgages Trustee Guaranteed Investment Contract;
(x) the Sixth Issuer Post-Enforcement Call Option Agreement;
(y) the Bank Account Agreement;
(z) the Sixth Issuer Bank Account Agreement;
(aa) the Funding 1 Corporate Services Agreement;
(bb) the Sixth Issuer Corporate Services Agreement;
(cc) the Master Definitions and Construction Schedule;
(dd) the Issuer Master Definitions and Construction Schedule;
(ee) the Scottish Declaration of Trust;
(ff) the Mortgages Trustee Corporate Services Agreement; and
(gg) the Sixth Start-up Loan Agreement;
TRANSFER AGENT means Citibank, N.A. London Branch of 5 Carmelite Street,
London EC4Y 0PA in its capacity as the transfer agent appointed by the
Sixth Issuer under the Sixth Issuer Paying Agent and Agent Bank Agreement
to administer the transfer of Sixth Issuer Notes;
UNDERWRITERS means [{circle}];
41
UNDERWRITING AGREEMENT means the Underwriting Agreement relating to the
sale of the Series 1 Sixth Issuer Notes and the Series 2 Sixth Issuer Notes
dated [{circle}], 2004 between Funding 1, Halifax, the Mortgages Trustee,
the Sixth Issuer and the Joint Lead Underwriters;
US PAYING AGENT means Citibank, N.A., New York Branch of 14th Floor, Zone
3, 111 Wall Street, New York, New York 10043, as paying agent in the United
States of America; and
USD-LIBOR means One-month USD-LIBOR and Three-month USD-LIBOR.
2. INTERPRETATION AND CONSTRUCTION
2.1 Any reference in this Master Definitions and Construction Schedule or any
Transaction Document to:
AFFILIATE of any person shall be construed as a reference to the ultimate
holding company of that person or an entity of which that person or its
ultimate holding company (a) has direct or indirect control or (b) owns
directly or indirectly more than fifty per cent. (50%) of the share capital
or similar rights of ownership;
the ASSETS of any person shall be construed as a reference to the whole or
any part of its business, undertakings, property, intellectual property,
shares, securities, debts, accounts, revenues (including any right to
receive revenues), goodwill, shareholdings and uncalled capital including
premium whether now or hereafter acquired and any other assets whatsoever;
DIRECTION or request of the holders of at least 25 per cent. in aggregate
Principal Amount Outstanding of the Class A Sixth Issuer Notes shall mean:
(a) in relation to a matter which, in the opinion of the Note Trustee or,
as the case may be, the Security Trustee, affects the interests of the
holders of one class only of the Class A Sixth Issuer Notes, a single
direction of the holders of at least 25 per cent. in aggregate
Principal Amount Outstanding of such class of Class A Sixth Issuer
Notes;
(b) in relation to a matter which, in the opinion of the Note Trustee or,
as the case may be, the Security Trustee, affects the interests of the
holders of any two or more classes of the Class A Sixth Issuer Notes
but does not give rise to a conflict of interest between the holders
of such two or more classes of the Class A Sixth Issuer Notes, a
single direction of the holders of at least 25 per cent. in aggregate
Principal Amount Outstanding of such two or more classes of the Class
A Sixth Issuer Notes; and
(c) in relation to a matter which, in the opinion of the Note Trustee or,
as the case may be, the Security Trustee, affects the interests of the
holders of any two or more classes of the Class A Sixth Issuer Notes
and gives or may give rise to conflict of interest between the holders
of such two or more classes of the Class A Sixth Issuer Notes,
separate directions of the holders of at least 25 per cent. in
aggregate Principal Amount Outstanding of any two or more such classes
of the Class A Sixth Issuer Notes,
and, in the case of (b) above, where the relevant classes of the Class A
Sixth Issuer Notes are not all in the same currency, the Principal Amount
Outstanding of Class A Sixth Issuer Notes denominated in US[USD] or euro
shall be the equivalent in sterling at the currency Swap Rate;
DISPOSAL shall be construed as any sale, lease, transfer, conveyance,
assignment, assignation, licence, sub-licence or other disposal and DISPOSE
shall be construed accordingly;
42
a GUARANTEE means any guarantee, bond, indemnity, letter of credit, third
party security or other legally binding assurance against financial loss
granted by one person in respect of any indebtedness of another person, or
any agreement to assume any indebtedness of any other person or to supply
funds or to invest in any manner whatsoever in such other person by reason
of, or otherwise in relation to, indebtedness of such other person;
HOLDING COMPANY means a holding company within the meaning of section 736
of the Companies Act 1985;
INDEBTEDNESS shall be construed so as to include any obligation (whether
incurred as principal or as surety) for the payment or repayment of money,
whether present or future, actual or contingent;
a MONTH is a reference to a period starting on one day in a calendar month
and ending on the numerically corresponding day in the next calendar month
save that, where any such period would otherwise end on a day which is not
a Business Day, it shall end on the next Business Day, unless that day
falls in the calendar month succeeding that in which it would otherwise
have ended, in which case it shall end on the preceding Business Day
Provided that, if a period starts on the last Business Day in a calendar
month or if there is no numerically corresponding day in the month in which
that period ends, that period shall end on the last Business Day in that
later month (and references to MONTHS shall be construed accordingly);
PARTY shall be construed as a party to a particular agreement, as the case
may be;
SUBSIDIARY means, (a) a subsidiary within the meaning of section 736 of the
Companies Act 1985, and (b) unless the context requires otherwise, a
subsidiary undertaking within the meaning of section 258 of the Companies
Act 1985;
VAT means value added tax imposed by the United Kingdom as referred to in
the Value Added Tax Act 1994 and legislation (whether delegated or
otherwise) replacing the same or supplemental thereto or in any primary or
subordinate legislation promulgated by the European Union or any official
body or agency thereof, and any similar turnover tax replacing or
introduced in addition to any of the same;
a WHOLLY-OWNED SUBSIDIARY of a company or corporation shall be construed as
a reference to any company or corporation which has no other members except
that other company or corporation and that other company's or corporation's
wholly-owned subsidiaries or persons acting on behalf of that other company
or corporation or its wholly-owned subsidiaries; and
the WINDING-UP, DISSOLUTION or ADMINISTRATION of a company or corporation
shall be construed so as to include any equivalent or analogous proceedings
under the law of the jurisdiction in which such company or corporation is
incorporated or any jurisdiction in which such company or corporation
carries on business including the seeking of liquidation, winding-up,
bankruptcy, reorganisation, dissolution, administration, arrangement,
adjustment, protection or relief of debtors.
2.2 [GBP], STERLING or POUNDS STERLING denotes the lawful currency for the time
being of the United Kingdom; [USD], US[USD], DOLLAR or USD denotes the
lawful currency for the time being of the United States of America and
[EUR], EURO or EURO denotes the single currency introduced at the start of
the third stage of European Economic Monetary Union pursuant to the Treaty
of Rome of 25th March, 1957, as amended by, inter alia, the Single European
Act of 1986 and the Treaty of European Union of 7th February, 1992 and the
Treaty of Amsterdam of 2nd October, 1997 establishing the European
Community, as further amended from time to time.
43
2.3 In this Sixth Issuer Master Definitions and Construction Schedule and in
any of the Transaction Documents in which this Sixth Issuer Master
Definitions and Construction Schedule is expressed to be incorporated or to
which this Sixth Issuer Master Definitions and Construction Schedule is
expressed to apply:
(a) words denoting the singular number only shall include the plural
number also and vice versa;
(b) words denoting one gender only shall include the other genders;
(c) words denoting persons only shall include firms and corporations and
vice versa;
(d) references to any statutory provision shall be deemed also to refer to
any statutory modification or re-enactment thereof or any statutory
instrument, order or regulation made thereunder or under any such
re-enactment;
(e) references to any agreement or other document (including any of the
Transaction Documents) shall be deemed also to refer to such agreement
or document as amended, varied, supplemented or novated from time to
time;
(f) clause, paragraph and schedule headings are for ease of reference
only;
(g) reference to a statute shall be construed as a reference to such
statute as the same may have been, or may from time to time be,
amended or re-enacted to the extent such amendment or re-enactment is
substantially to the same effect as such statute on the date hereof;
(h) reference to a time of day shall be construed as a reference to London
time; and
(i) references to any person shall include references to his successors,
transferees and assigns and any person deriving title under or through
him.
2.4 Any definition that appears in the Sixth Issuer Agreements that does not
appear in this Sixth Issuer Master Definitions and Construction Schedule,
shall have the meaning given in the Master Definitions and Construction
Schedule (as the same may be amended or varied from time to time), unless
otherwise defined therein and unless the context otherwise requires. In the
event of a conflict between the definitions set out in this Sixth Issuer
Master Definitions and Construction Schedule and the definitions set out in
the Amended and Restated Master Definitions and Construction Schedule,
unless contrary intention appears, the definitions in the Sixth Issuer
Master Definitions and Construction Schedule shall prevail.
3. GOVERNING LAW AND JURISDICTION
This Sixth Issuer Master Definitions and Construction Schedule is governed
by, and shall be construed in accordance with, the laws of England, and the
parties hereto irrevocably submit to the jurisdiction of the courts of
England.
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SIGNATORIES
Signed for the purposes of identification by )
ALLEN & OVERY LLP )
Signed for the purposes of identification by )
SIDLEY AUSTIN BROWN & WOOD )
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