DRAFT: 11/03/2005 Exhibit 10.5.2
SEVENTH ISSUER MASTER DEFINITIONS
AND CONSTRUCTION SCHEDULE
DATED 23RD MARCH, 2005
PERMANENT FINANCING (NO. 7) PLC
ALLEN & OVERY
ALLEN & OVERY LLP
LONDON
CONTENTS
CLAUSE PAGE
1. Definitions................................................................3
2. Interpretation and Construction...........................................40
3. Governing Law and jurisdiction............................................42
Signatories...................................................................43
THIS SEVENTH ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE is signed for
the purposes of identification on 23rd March, 2005 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 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) 102/100, and
(d) the Principal Amount Outstanding of the Series 5 Class A Seventh
Issuer Notes as of the first day of such Interest Period;
ADDITIONAL INTEREST has the meaning given in Condition 4(B) of the
Seventh 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 5 Class A Seventh 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 5 Class A Seventh Issuer Notes are paid in full or sold
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) 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 5 Class A Seventh 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
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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 5 Class A Seventh 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 Treasury Services plc, by such conduit or entity of the
Series 5 Class A Seventh 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 5 Class A Seventh 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 5 Class A Seventh 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 SEVENTH ISSUER ACCOUNT means a Seventh Issuer Non-Sterling
Account and/or a Seventh 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 Seventh 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 Seventh 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 Seventh Issuer
Notes, the Series 1 Class B Seventh Issuer Notes, the Series 1 Class C
Seventh Issuer Notes, the Series 2 Class A Seventh Issuer Notes, the
Series 2 Class B Seventh Issuer Notes, the Series 2 Class C Seventh
Issuer Notes, $75,000 plus integral multiples of $1,000; in the case of
the Series 3 Class A Seventh Issuer Notes, the Series 3 Class B Seventh
Issuer Notes and the Series 3 Class C Seventh Issuer Notes, [e]100,000
plus integral multiples of [e]1,000; in the case of the Series 4 Class A
Seventh Issuer Notes, the Series 4 Class B Issuer Notes, the Series 4
Class C Seventh Issuer Notes and the Series 5 Class A Seventh Issuer
Notes, [GBP]45,000 plus integral multiples of [GBP]1,000, and in any case
such denominations (in each case) as the Note Trustee shall determine
(which, in the case of the Series 1 Seventh Issuer Notes and the Series 2
Seventh Issuer Notes must be higher than $75,000, in the case of the
Series 3 Seventh Issuer Notes must be higher than [e]100,000 and, in the
case of the Series 4 Seventh Issuer Notes and the Series 5 Seventh Issuer
Notes, must be higher than [GBP]40,000) and notify to the relevant
Seventh Issuer Noteholders;
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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;
AUTHORISED SIGNATORY means any authorised signatory referred to in any
Seventh Issuer Account Mandate;
BASIC TERMS MODIFICATION has the meaning given in PARAGRAPH 5 of SCHEDULE
4 to the Seventh Issuer Trust Deed;
BOOK-ENTRY INTEREST means a beneficial interest in a global note
representing the relevant class of Seventh 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 SEVENTH ISSUER NOTE ACCELERATION NOTICE means a notice issued by
the Note Trustee to the Seventh Issuer and the Security Trustee declaring
the Class A Seventh Issuer Notes to be due and repayable pursuant to
CONDITION 9(A) of the Seventh Issuer Notes;
CLASS B SEVENTH ISSUER NOTE ACCELERATION NOTICE means a notice issued by
the Note Trustee to the Seventh Issuer and the Security Trustee declaring
the Class B Seventh Issuer Notes to be due and repayable pursuant to
CONDITION 9(B) of the Seventh Issuer Notes;
CLASS C SEVENTH ISSUER NOTE ACCELERATION NOTICE means a notice issued by
the Note Trustee to the Seventh Issuer and the Security Trustee declaring
the Class C Seventh Issuer Notes to be due and repayable pursuant to
CONDITION 9(C) of the Seventh Issuer Notes;
CLASS A SEVENTH ISSUER NOTEHOLDERS means the holders for the time being
of the Class A Seventh Issuer Notes;
CLASS B SEVENTH ISSUER NOTEHOLDERS means the holders for the time being
of the Class B Seventh Issuer Notes;
CLASS C SEVENTH ISSUER NOTEHOLDERS means the holders for the time being
of the Class C Seventh Issuer Notes;
CLASS A SEVENTH ISSUER NOTES means the Series 1 Class A Seventh Issuer
Notes, the Series 2 Class A Seventh Issuer Notes, the Series 3 Class A
Seventh Issuer Notes, the Series 4 Class A Seventh Issuer Notes and the
Series 5 Class A Seventh Issuer Notes;
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CLASS B SEVENTH ISSUER NOTES means the Series 1 Class B Seventh Issuer
Notes, the Series 2 Class B Seventh Issuer Notes, the Series 3 Class B
Seventh Issuer Notes and the Series 4 Class B Seventh Issuer Notes;
CLASS C SEVENTH ISSUER NOTES means the Series 1 Class C Seventh Issuer
Notes, the Series 2 Class C Seventh Issuer Notes, the Series 3 Class C
Seventh Issuer Notes and the Series 4 Class C Seventh 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
Seventh Issuer Notes set out in the SCHEDULE 3 to the Seventh Issuer
Trust Deed, as any of the same may from time to time be amended, varied
or restated in accordance with the provisions of the Seventh Issuer Trust
Deed and any reference to a numbered Condition shall be construed
accordingly;
CURRENCY SWAP AGREEMENTS means the Series 1 Class A Seventh Issuer Swap
Agreement, the Series 1 Class B Seventh Issuer Swap Agreement, the Series
1 Class C Seventh Issuer Swap Agreement, the Series 2 Class A Seventh
Issuer Swap Agreement, the Series 2 Class B Seventh Issuer Swap
Agreement, the Series 2 Class C Seventh Issuer Swap Agreement, the Series
3 Class A Seventh Issuer Swap Agreement, the Series 3 Class B Seventh
Issuer Swap Agreement and the Series 3 Class C Seventh 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 Seventh Issuer Swap
Agreements;
DEFERRED INTEREST has the meaning given in CONDITION 4(B) of the Seventh
Issuer Notes;
DEFINITIVE SEVENTH ISSUER NOTES means the Dollar Definitive Seventh
Issuer Notes and the Reg S Definitive Seventh Issuer Notes;
DESIGNATED SUBSIDIARY has the meaning given in CLAUSE 2.2 of the Seventh
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
Seventh Issuer Notes and the Seventh 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;
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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 Seventh Issuer Closing Date between the
Seventh 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 Seventh Issuer Swap
Provider and the Series 2 Seventh Issuer Swap Provider;
DOLLAR CURRENCY SWAPS means the Sterling-Dollar currency swaps which
enable the Seventh Issuer to receive and pay amounts under the Seventh
Issuer Intercompany Loan in sterling and to receive and pay amounts under
the Series 1 Seventh Issuer Notes and the Series 2 Seventh Issuer Notes
in Dollars;
DOLLAR DEFINITIVE SEVENTH ISSUER NOTES means the Series 1 Class A
Definitive Seventh Issuer Notes, the Series 1 Class B Definitive Seventh
Issuer Notes, the Series 1 Class C Definitive Seventh Issuer Notes, the
Series 2 Class A Definitive Seventh Issuer Notes, the Series 2 Class B
Definitive Seventh Issuer Notes and the Series 2 Class C Definitive
Seventh Issuer Notes;
DOLLAR GLOBAL SEVENTH ISSUER NOTES means the Series 1 Class A Global
Seventh Issuer Note, the Series 1 Class B Global Seventh Issuer Note, the
Series 1 Class C Global Seventh Issuer Note, the Series 2 Class A Global
Seventh Issuer Note, the Series 2 Class B Global Seventh Issuer Note and
the Series 2 Class C Global Seventh 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 prime banks in the Euro-zone
inter-bank market for three-month euro deposits of [E]10,000,000
(or, in the case of the first Interest Period, a linear
interpolation of such arithmetic means for two-week and one-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
Seventh 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:
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(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-zone 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 offered quotations, the Agent Bank will
consult with the Note Trustee and the Seventh 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
offered quotations as calculated in paragraph (b). If no such
banks are agreed or such agreed banks do not provide such offered
quotations 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 SEVENTH ISSUER NOTES means the Dollar Global Seventh Issuer Notes
and the Dollar Definitive Seventh 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 Seventh Issuer to receive and pay amounts under the Seventh Issuer
Intercompany Loan in sterling and to receive and pay amounts under the
Series 3 Class A Seventh Issuer Notes, the Series 3 Class B Seventh
Issuer Notes and the Series 3 Class C Seventh 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 Seventh Issuer Closing Date between the Seventh 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 3 Seventh 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 SEVENTH ISSUER NOTES means the Series 3 Class A
Definitive Seventh Issuer Notes, the Series 3 Class B Definitive Seventh
Issuer Notes and the Series 3 Class C Definitive Seventh Issuer Notes;
8
EURO GLOBAL SEVENTH ISSUER NOTES means the Series 3 Class A Global
Seventh Issuer Note, the Series 3 Class B Global Seventh Issuer Note and
the Series 3 Class C Global Seventh 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 SEVENTH ISSUER NOTE means Euro Global Seventh Issuer Notes and the
Euro Definitive Seventh Issuer Notes, as applicable;
EVENT OF DEFAULT means an event of default pursuant to CONDITION 9 of the
Seventh Issuer Note Conditions;
EXCESS SWAP COLLATERAL means an amount (which will be transferred
directly to the relevant Seventh Issuer Swap Provider in accordance with
the relevant Seventh Issuer Swap Agreement) equal to the value of the
collateral (or the applicable part of any collateral) provided by any
Seventh Issuer Swap Provider to the Seventh Issuer in respect of that
Seventh Issuer Swap Provider's obligations to transfer collateral to the
Seventh Issuer under the relevant Seventh Issuer Swap Agreement which is
in excess of that Seventh Issuer Swap Provider's liability under the
relevant Seventh Issuer Swap Agreement as at the date of termination of
the relevant Seventh Issuer Swap Agreement or which it is otherwise
entitled to have returned to it under the terms of the relevant Seventh
Issuer Swap Agreement;
EXCHANGE RATE means the exchange rate set out in each Currency Swap
Agreement dated on or about the Seventh Issuer Closing Date;
EXTRAORDINARY RESOLUTION has the meaning set out in paragraph 23 of
SCHEDULE 4 to the Seventh Issuer Trust Deed;
FINAL MATURITY DATE means in respect of:
(a) the Series 1 Class A Seventh Issuer Notes, the Interest Payment
Date falling in March 2006;
(b) the Series 2 Class A Seventh Issuer Notes, the Interest Payment
Date falling in September 2014;
(c) the Series 3 Class A Seventh Issuer Notes, the Interest Payment
Date falling in September 2032;
(d) the Series 4 Class A Seventh Issuer Notes, the Interest Payment
Date falling in September 2032;
(e) the Series 5 Class A Seventh Issuer Notes, the Interest Payment
Date falling in September 2032;
(f) the Series 1 Class B Seventh Issuer Notes, the Interest Payment
Date falling in June 2042;
(g) the Series 2 Class B Seventh Issuer Notes, the Interest Payment
Date falling in June 2042;
(h) the Series 3 Class B Seventh Issuer Notes, the Interest Payment
Date falling in June 2042;
9
(i) the Series 4 Class B Seventh Issuer Notes, the Interest Payment
Date falling in June 2042;
(j) the Series 1 Class C Seventh Issuer Notes, the Interest Payment
Date falling in June 2042;
(k) the Series 2 Class C Seventh Issuer Notes, the Interest Payment
Date falling in June 2042;
(l) the Series 3 Class C Seventh Issuer Notes, the Interest Payment
Date falling in June 2042; and
(m) the Series 4 Class C Seventh Issuer Notes, the Interest Payment
Date falling in June 2042;
FINAL REDEMPTION means the date on which all moneys and other liabilities
for the time being due or owing by the Seventh Issuer to the Note Trustee
on behalf of the Noteholders have been paid in full;
FINAL REPAYMENT DATE means in respect of:
(a) the Seventh Issuer Series 1 Term AAA Advance, the Interest Payment
Date falling in March 2006;
(b) the Seventh Issuer Series 2 Term AAA Advances, the Interest
Payment Date falling in September 2014;
(c) the Seventh Issuer Series 3 Term AAA Advances, the Interest
Payment Date falling in September 2032;
(d) the Seventh Issuer Series 4 Term AAA Advance, the Interest Payment
Date falling in September 2032;
(e) the Seventh Issuer Series 5 Term AAA Advance, the Interest Payment
Date falling in September 2032;
(f) the Seventh Issuer Series 1 Term AA Advance, the Interest Payment
Date falling in June 2042;
(g) the Seventh Issuer Series 2 Term AA Advance, the Interest Payment
Date falling in June 2042;
(h) the Seventh Issuer Series 3 Term AA Advance, the Interest Payment
Date falling in June 2042;
(i) the Seventh Issuer Series 4 Term AA Advance, the Interest Payment
Date falling in June 2042;
(j) the Seventh Issuer Series 1 Term BBB Advance, the Interest Payment
Date falling in June 2042;
(k) the Seventh Issuer Series 2 Term BBB Advance, the Interest Payment
Date falling in June 2042;
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(l) the Seventh Issuer Series 3 Term BBB Advance, the Interest Payment
Date falling in June 2042; and
(m) the Seventh Issuer Series 4 Term BBB Advance, the Interest Payment
Date falling in June 2042;
FINANCIAL ADVISER means any financial adviser selected by the Security
Trustee to give such financial advice in relation to the Seventh 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 Seventh 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 SEVENTH ISSUER NOTES means the global notes issued in respect of
the Seventh Issuer Notes, in the form of the Dollar Global Seventh Issuer
Notes and the Reg S Global Seventh Issuer Notes;
HBOSTS means HBOS Treasury Services plc;
INDEPENDENT CERTIFICATES means certificates of independent parties
furnished by the Seventh 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 Seventh Issuer Notes and the Series 2
Seventh 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 Seventh Issuer with the
approval of the Note Trustee; or
(b) in respect of the Series 3 Seventh 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 Seventh Issuer with the approval of the Note Trustee; or
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(c) in respect of the Series 4 Seventh Issuer Notes and the Series 5
Seventh 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
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 Seventh Issuer with the approval of the Note Trustee;
INTEREST AMOUNT means the amount of interest payable on each Seventh
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;
INTEREST PERIOD means:
(a) in respect of interest payments made in respect of the Seventh
Issuer Notes (other than the Series 1 Class A Seventh Issuer
Notes) the period from (and including) a Quarterly Interest
Payment Date (or in respect of the first Interest Period, the
Seventh Issuer Closing Date) to (but excluding) the next following
(or first) Quarterly Interest Payment Date; and
(b) in respect of the Series 1 Class A Seventh Issuer Notes, the
period from (and including) a Series 1 Class A Interest Payment
Date (or in respect of the first interest period, the Seventh
Issuer Closing Date) to (but excluding) the next following (or
first) Series 1 Class A Interest Payment Date, except that
following the occurrence of a Trigger Event or the enforcement of
the Seventh Issuer Security in accordance with the Seventh Issuer
Deed of Charge (and, for purposes of the Series 1 Class A Seventh
Issuer Swap, following the first interest period), the Interest
Period for the Series 1 Class A Seventh Issuer Notes will be the
quarterly period from (and including) the immediately preceding
Quarterly Interest Payment Date to have occurred to (but
excluding) the 10th day of the then next to occur of March, June,
September or December (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 March, June, September or
December in each year.
ISSUER ORDER means a written order or request signed in the name of the
Seventh Issuer by two directors of the Seventh Issuer;
ISSUER'S CERTIFICATE means a certificate signed in the name of the
Seventh Issuer by two directors of the Seventh Issuer;
JOINT LEAD UNDERWRITERS means:
(a) Citigroup Global Markets Limited;
(b) Credit Suisse First Boston (Europe) Limited; and
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(c) Deutsche Bank Securities Inc.;
LETTER OF REPRESENTATIONS means the letter of representations to DTC
dated on or about the Seventh Issuer Closing Date from the Principal
Paying Agent and the Seventh 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, ABN AMRO Bank N.V., London Branch, Lehman Brothers
International (Europe), Morgan Stanley & Co International Limited, [*]
and [*];
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 23rd March,
2005, 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 Seventh Issuer Notes;
NOTEHOLDERS means the holders for the time being of the Seventh Issuer
Notes;
NOTE PRINCIPAL PAYMENT means the amount of each principal payment payable
on each Note;
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 Seventh Issuer Trust Deed, or such other person as may from time
to time be appointed as Note Trustee (or co-trustee) pursuant to the
Seventh Issuer Trust Deed;
NOTICE means, in respect of notice being given to the Noteholders, a
notice duly given in accordance with CONDITION 15 of the Seventh Issuer
Notes;
OFFICERS' CERTIFICATE means an officers certificate furnished by the
Seventh 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 Seventh 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 places).
13
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
Seventh 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 Seventh 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;
OPINION OF COUNSEL means an opinion of counsel furnished by the Seventh
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 Seventh Issuer
Post-Enforcement Call Option Agreement;
OPTION EXERCISE DATE has the meaning ascribed to that expression in
CONDITION 10 of the Seventh Issuer Notes and CLAUSE 2.1 of the Seventh
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 Seventh
Issuer Notes;
POTENTIAL NOTE EVENT OF DEFAULT has the same meaning as POTENTIAL SEVENTH
ISSUER EVENT OF DEFAULT;
14
POTENTIAL SEVENTH ISSUER EVENT OF DEFAULT or POTENTIAL SEVENTH 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 Seventh
Issuer Event of Default;
PRINCIPAL AMOUNT OUTSTANDING has the meaning set out in CONDITION 5(C) of
the Seventh 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 Seventh Issuer Paying Agent and Agent Bank
Agreement;
PROSPECTUS means the prospectus dated [16th] March, 2005 in relation to
the issue of the Seventh Issuer Notes;
PURCHASE OPTION has the meaning given to is in CONDITION 5(F) of the
Seventh Issuer Notes;
QUARTERLY INTEREST PAYMENT DATE means in respect of the Seventh Issuer
Notes (other than the Series 1 Class A Seventh Issuer Notes) 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 Seventh
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 Seventh Issuer Charged
Property by the Security Trustee pursuant to the Seventh Issuer Deed of
Charge and/or the Funding 1 Deed of Charge (as supplemented by Second
Supplemental Funding 1 Deed of Charge);
RECORD DATE in respect of the Definitive Seventh Issuer Notes means the
15th day prior to each Interest Payment Date;
REDEMPTION OPTION has the meaning given in Condition 5(F) of the Seventh
Issuer Notes;
REFERENCE BANKS means the initial Reference Banks (as defined in
CONDITION 4(H) of the Seventh Issuer Notes) and/or such other bank as may
be appointed pursuant to CONDITION 4(H) of the Seventh Issuer Notes;
REG S means Regulation S under the United States Securities Act of 1933,
as amended;
REG S DEFINITIVE SEVENTH ISSUER NOTES are, where Definitive Seventh
Issuer Notes are issued, the Seventh Issuer Notes (other than the Series
5 Class A Seventh Issuer Notes) issued by the Seventh Issuer in exchange
for the beneficial interests represented by the Reg S Global Seventh
Issuer Note of each class and the Series 5 Class A Definitive Seventh
Issuer Notes;
REG S GLOBAL SEVENTH ISSUER NOTES means the Series 3 Global Seventh
Issuer Notes, the Series 4 Global Seventh Issuer Notes and the Series 5
Global Seventh Issuer Notes;
REGISTER means the register of noteholders kept by the Registrar and
which records the identity of each Seventh Issuer Noteholder and the
number of Seventh Issuer Notes which each Seventh Issuer Noteholder owns;
15
REGISTRAR means Citibank, N.A. London Branch of 5 Carmelite Street,
London EC4Y 0PA in its capacity as the registrar appointed by the Seventh
Issuer under the Seventh Issuer Paying Agent and Agent Bank Agreement to
record the holders of Seventh 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 Seventh Issuer Paying Agent and Agent Bank
Agreement;
RELEVANT MARGIN means:
(a) in respect of the Series 1 Class A Seventh Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending in
December 2011;
(b) in respect of the Series 1 Class B Seventh Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter [*] per cent. per annum;
(c) in respect of the Series 1 Class C Seventh Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter [*] per cent. per annum;
(d) in respect of the Series 2 Class A Seventh Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter [*] per cent. per annum;
(e) in respect of the Series 2 Class B Seventh Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter [*] per cent. per annum;
(f) in respect of the Series 2 Class C Seventh Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter [*] per cent. per annum;
(g) in respect of the Series 3 Class A Seventh Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter [*] per cent. per annum;
(h) in respect of the Series 3 Class B Seventh Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter [*] per cent. per annum;
(i) in respect of the Series 3 Class C Seventh Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter [*] per cent. per annum;
(j) in respect of the Series 4 Class A Seventh Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter [*] per cent. per annum;
(k) in respect of the Series 4 Class B Seventh Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter [*] per cent. per annum;
16
(l) in respect of the Series 4 Class C Seventh Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter [*] per cent. per annum; and
(m) in respect of the Series 5 Class A Seventh Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter [*] 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 Seventh 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 Seventh Issuer Notes, the Series 1 Class C
Seventh Issuer Notes and the Series 2 Seventh Issuer Notes,
the arithmetic mean of the offered quotations to leading
banks for three-month Dollar deposits in the London
inter-bank market displayed on the Moneyline Telerate
Monitor at Moneyline Telerate Page No. 3750;
(iii) in respect of subsequent Interest Periods in respect of the
Series 3 Seventh 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 4 Seventh Issuer Notes and the Series 5 Seventh
Issuer Notes, 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 Moneyline
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 Seventh Issuer with
the approval of the Note Trustee (rounded upwards, if necessary, to five
decimal places);
RELEVANT SEVENTH ISSUER NOTES has the meaning given in CLAUSE 2.2 of the
Seventh 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;
17
SCHEDULED AMORTISATION INSTALMENT means:
(a) in respect of the Seventh Issuer Series 3 Term AAA Advance, the
repayments of principal due on September 2009, December 2009,
March 2010 and June 2010, being the Scheduled Repayment Dates of
the Seventh Issuer Series 3 Term AAA Advance
(b) in respect of the Seventh Issuer Series 4 Term AAA Advance, the
repayments of principal due on June 2010 and September 2010,
being the Scheduled Repayment Dates of the Seventh Issuer Series 4
Term AAA Advance; or
(c) in respect of the Seventh Issuer Series 5 Term AAA Advance, the
repayments of principal due on June 2011 and December 2011,
being the Scheduled Repayment Dates of the Seventh Issuer Series 5
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 Seventh Issuer Series 3
Term AAA Advance and/or the Seventh Issuer Series 4 Term AAA Advance
and/or the Seventh Issuer Series 5 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 Seventh Issuer
Term AAA Advances, the Seventh Issuer Term AA Advances, the Seventh
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 Seventh Issuer Notes, the
Interest Payment Date in March 2006;
(b) in respect of the Series 2 Class A Seventh Issuer Notes, the
Interest Payment Date in September 2007;
(c) in respect of the Series 3 Class A Seventh Issuer Notes, the
Interest Payment Dates in September 2009, December 2009, March
2010 and June 2010;
(d) in respect of the Series 4 Class A Seventh Issuer Notes, the
Interest Payment Dates in June 2010 and September 2010; and
(e) in respect of the Series 5 Class A Seventh Issuer Notes, the
Interest Payment Dates in June 2011 and December 2011;
SCHEDULED REPAYMENT DATES means:
(a) in respect of the Seventh Issuer Series 1 Term AAA Advance, the
Interest Payment Date in March 2006;
(b) in respect of the Seventh Issuer Series 2 Term AAA Advance, the
Interest Payment Date in September 2007;
18
(c) in respect of the Seventh Issuer Series 3 Term AAA Advance, the
Interest Payment Dates in September 2009, December 2009, March
2010 and June 2010;
(d) in respect of the Seventh Issuer Series 4 Term AAA Advance, the
Interest Payment Dates in June 2010 and September 2010;
(e) in respect of the Seventh Issuer Series 5 Term AAA Advance, the
Interest Payment Dates in June 2011 and December 2011;
(f) in respect of any New Term Advance which is intended to be a
Seventh Issuer Bullet Term Advance, the Scheduled Repayment Date
of that Seventh Issuer Bullet Term Advance; and
(g) 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 Seventh Issuer, the Seventh
Issuer Secured Creditors, the Seventh Issuer Deed of Charge, the Seventh
Issuer Security and the Seventh 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
Seventh 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
Seventh Issuer Deed of Charge;
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 Seventh Issuer Pre-Enforcement Revenue Priority of
Payments;
SERIES 1 CLASS A SEVENTH ISSUER NOTES means the US$1,000,000,000 series
1 class A asset backed floating rate notes due March 2006;
SERIES 1 CLASS B SEVENTH ISSUER NOTES means the US$43,000,000 series 1
class B asset backed floating rate notes due June 2042;
SERIES 1 CLASS C SEVENTH ISSUER NOTES means the US$42,200,000 series 1
class C asset backed floating rate notes due June 2042;
SERIES 2 CLASS A SEVENTH ISSUER NOTES means the US$1,250,000,000 series
2 class A asset backed floating rate notes due September 2014;
SERIES 2 CLASS B SEVENTH ISSUER NOTES means the US$54,100,000 series 2
class B asset backed floating rate notes due June 2042;
SERIES 2 CLASS C SEVENTH ISSUER NOTES means the US$52,800,000 series 2
class C asset backed floating rate notes due June 2042;
SERIES 3 CLASS A SEVENTH ISSUER NOTES means the [E]1,500,000,000 series
3 class A asset backed floating rate notes due September 2032;
19
SERIES 3 CLASS B SEVENTH ISSUER NOTES means the [E]65,000,000 series 3
class B asset backed floating rate notes due June 2042;
SERIES 3 CLASS C SEVENTH ISSUER NOTES means the [E]63,400,000 series 3
class C asset backed floating rate notes due [June 2042];
SERIES 4 CLASS A SEVENTH ISSUER NOTES means the (pound)750,000,000
series 4 class A asset backed floating rate notes due September 2032;
SERIES 4 CLASS B SEVENTH ISSUER NOTES means the (pound)32,500,000 series
4 class B asset backed floating rate notes due June 2042;
SERIES 4 CLASS C SEVENTH ISSUER NOTES means the (pound)31,700,000 series
4 class C asset backed floating rate notes due June 2042;
SERIES 5 CLASS A SEVENTH ISSUER NOTES means the (pound)500,000,000
series 5 class A asset backed floating rate notes due September 2032;
SERIES 1 CLASS A SEVENTH ISSUER NOTEHOLDERS means the holders for the
time being of the Series 1 Class A Seventh Issuer Notes;
SERIES 1 CLASS B SEVENTH ISSUER NOTEHOLDERS means the holders for the
time being of the Series 1 Class B Seventh Issuer Notes;
SERIES 1 CLASS C SEVENTH ISSUER NOTEHOLDERS means the holders for the
time being of the Series 1 Class C Seventh Issuer Notes;
SERIES 2 CLASS A SEVENTH ISSUER NOTEHOLDERS means the holders for the
time being of the Series 2 Class A Seventh Issuer Notes;
SERIES 2 CLASS B SEVENTH ISSUER NOTEHOLDERS means the holders for the
time being of the Series 2 Class B Seventh Issuer Notes;
SERIES 2 CLASS C SEVENTH ISSUER NOTEHOLDERS means the holders for the
time being of the Series 2 Class C Seventh Issuer Notes;
SERIES 3 CLASS A SEVENTH ISSUER NOTEHOLDERS means the holders for the
time being of the Series 3 Class A Seventh Issuer Notes;
SERIES 3 CLASS B SEVENTH ISSUER NOTEHOLDERS means the holders for the
time being of the Series 3 Class B Seventh Issuer Notes;
SERIES 3 CLASS C SEVENTH ISSUER NOTEHOLDERS means the holders for the
time being of the Series 3 Class C Seventh Issuer Notes;
SERIES 4 CLASS A SEVENTH ISSUER NOTEHOLDERS means the holders for the
time being of the Series 4 Class A Seventh Issuer Notes;
SERIES 4 CLASS B SEVENTH ISSUER NOTEHOLDERS means the holders for the
time being of the Series 4 Class B Seventh Issuer Notes;
SERIES 4 CLASS C SEVENTH ISSUER NOTEHOLDERS means the holders for the
time being of the Series 4 Class C Seventh Issuer Notes;
20
SERIES 5 CLASS A SEVENTH ISSUER NOTEHOLDERS means the holders for the
time being of the Series 5 Class A Seventh Issuer Notes;
SERIES 1 CLASS A GLOBAL SEVENTH ISSUER NOTE means a separate global note
in registered form representing the Series 1 Class A Seventh Issuer
Notes;
SERIES 1 CLASS B GLOBAL SEVENTH ISSUER NOTE means a separate global note
in registered form representing the Series 1 Class B Seventh Issuer
Notes;
SERIES 1 CLASS C GLOBAL SEVENTH ISSUER NOTE means a separate global note
in registered form representing the Series 1 Class C Seventh Issuer
Notes;
SERIES 1 GLOBAL SEVENTH ISSUER NOTES means the Series 1 Class A Global
Seventh Issuer Note, the Series 1 Class B Global Seventh Issuer Note and
the Series 1 Class C Seventh Issuer Global Note;
SERIES 2 CLASS A GLOBAL SEVENTH ISSUER NOTE means a separate global note
in registered form representing the Series 2 Class A Seventh Issuer
Notes;
SERIES 2 CLASS B GLOBAL SEVENTH ISSUER NOTE means a separate global note
in registered form representing the Series 2 Class B Seventh Issuer
Notes;
SERIES 2 CLASS C GLOBAL SEVENTH ISSUER NOTE means a separate global note
in registered form representing the Series 2 Class C Seventh Issuer
Notes;
SERIES 2 GLOBAL SEVENTH ISSUER NOTES means the Series 2 Class A Global
Seventh Issuer Note, Series 2 Class B Global Seventh Issuer Note and the
Series 2 Class C Global Seventh Issuer Note;
SERIES 3 CLASS A GLOBAL SEVENTH ISSUER NOTE means a separate global note
in registered form representing the Series 3 Class A Seventh Issuer
Notes;
SERIES 3 CLASS B GLOBAL SEVENTH ISSUER NOTE means a separate global note
in registered form representing the Series 3 Class B Seventh Issuer
Notes;
SERIES 3 CLASS C GLOBAL SEVENTH ISSUER NOTE means a separate global note
in registered form representing the Series 3 Class C Seventh Issuer
Notes;
SERIES 3 GLOBAL SEVENTH ISSUER NOTES means the Series 3 Class A Global
Seventh Issuer Note, Series 3 Class B Global Seventh Issuer Note and the
Series 3 Class C Global Seventh Issuer Note;
SERIES 4 CLASS A GLOBAL SEVENTH ISSUER NOTE means a separate global note
in registered form representing the Series 4 Class A Seventh Issuer
Notes;
SERIES 4 CLASS B GLOBAL SEVENTH ISSUER NOTE means a separate global note
in registered form representing the Series 4 Class B Seventh Issuer
Notes;
SERIES 4 CLASS C GLOBAL SEVENTH ISSUER NOTE means a separate global note
in registered form representing the Series 4 Class C Seventh Issuer
Notes;
SERIES 4 GLOBAL SEVENTH ISSUER NOTES means the Series 4 Class A Global
Seventh Issuer Notes, the Series 4 Class B Global Seventh Issuer Note and
the Series 4 Class C Global Seventh Issuer Note;
21
SERIES 5 CLASS A DEFINITIVE SEVENTH ISSUER NOTES the Series 5 Class A
Seventh Issuer Notes, issued in definitive registered form;
SERIES 5 CLASS A GLOBAL SEVENTH ISSUER NOTE means a separate global note
in registered form representing the Series 5 Class A Seventh Issuer Notes
which may be issued in respect of the Series 5 Class A Seventh Issuer
Notes pursuant to, and in the circumstances specified in, Condition 13;
SERIES 5 GLOBAL SEVENTH ISSUER NOTES means the Series 5 Class A Global
Seventh Issuer Note;
SERIES 1 SEVENTH ISSUER NOTES means collectively the Series 1 Class A
Seventh Issuer Notes, the Series 1 Class B Seventh Issuer Notes and the
Series 1 Class C Seventh Issuer Notes;
SERIES 2 SEVENTH ISSUER NOTES means collectively the Series 2 Class A
Seventh Issuer Notes, the Series 2 Class B Seventh Issuer Notes, and the
Series 2 Class C Seventh Issuer Notes;
SERIES 3 SEVENTH ISSUER NOTES means collectively the Series 3 Class A
Seventh Issuer Notes, the Series 3 Class B Seventh Issuer Notes and the
Series 3 Class C Seventh Issuer Notes;
SERIES 4 SEVENTH ISSUER NOTES means collectively the Series 4 Class A
Seventh Issuer Notes, the Series 4 Class B Seventh Issuer Notes and the
Series 4 Class C Seventh Issuer Notes;
SERIES 5 SEVENTH ISSUER NOTES means the Series 5 Class A Seventh Issuer
Notes;
SERIES 1 CLASS A INTEREST PAYMENT DATE means in respect of the Series 1
Class A Seventh 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
March 2006, (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
Seventh Issuer Security in accordance with the Seventh 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 SEVENTH ISSUER SWAP means the sterling-dollar currency
swap which enables the Seventh Issuer to receive and pay amounts under
the Seventh Issuer Intercompany Loan in sterling and to receive and pay
amounts under the Series 1 Class A Seventh Issuer Notes in dollars;
SERIES 1 CLASS A SEVENTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into
on or about the Seventh Issuer Closing Date between the Series 1 Class A
Seventh Issuer Swap Provider, the Seventh Issuer and the Security Trustee
as amended and supplemented from time to time;
SERIES 1 CLASS B SEVENTH ISSUER SWAP means the sterling-dollar currency
swap which enables the Seventh Issuer to receive and pay amounts under
the Seventh Issuer Intercompany Loan in sterling and to receive and pay
amounts under the Series 1 Class B Seventh Issuer Notes in dollars;
SERIES 1 CLASS B SEVENTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into
on or about the Seventh Issuer Closing Date between the Series 1 Class B
Seventh Issuer Swap Provider, the Seventh Issuer and the Security Trustee
as amended and supplemented from time to time;
22
SERIES 1 CLASS C SEVENTH ISSUER SWAP means the sterling-dollar currency
swap which enables the Seventh Issuer to receive and pay amounts under
the Seventh Issuer Intercompany Loan in sterling and to receive and pay
amounts under the Series 1 Class C Seventh Issuer Notes in dollars;
SERIES 1 CLASS C SEVENTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into
on or about the Seventh Issuer Closing Date between the Series 1 Class C
Seventh Issuer Swap Provider, the Seventh Issuer and the Security Trustee
as amended and supplemented from time to time;
SERIES 1 SEVENTH ISSUER SWAP AGREEMENTS means the Series 1 Class A
Seventh Issuer Swap Agreement, the Series 1 Class B Seventh Issuer Swap
Agreement and the Series 1 Class C Issuer Swap Agreement;
SERIES 1 CLASS A SEVENTH ISSUER SWAP PROVIDER means UBS Limited or such
other swap provider appointed from time to time in relation to the Series
1 Seventh Issuer Notes;
SERIES 1 CLASS B SEVENTH ISSUER SWAP PROVIDER means UBS Limited or such
other swap provider appointed from time to time in relation to the Series
1 Seventh Issuer Notes;
SERIES 1 CLASS C SEVENTH ISSUER SWAP PROVIDER means UBS Limited or such
other swap provider appointed from time to time in relation to the Series
1 Seventh Issuer Notes;
SERIES 1 SEVENTH ISSUER SWAP PROVIDER means the Series 1 Class A Seventh
Issuer Swap Provider, the Series 1 Class B Seventh Issuer Swap Provider
and the Series 1 Class C Seventh Issuer Swap Provider;
SERIES 2 CLASS A SEVENTH ISSUER SWAP means the sterling-dollar currency
swap which enables the Seventh Issuer to receive and pay amounts under
the Seventh Issuer Intercompany Loan in sterling and to receive and pay
amounts under the Series 2 Class A Seventh Issuer Notes in dollars;
SERIES 2 CLASS A SEVENTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into
on or about the Seventh Issuer Closing Date between the Series 2 Class A
Seventh Issuer Swap Provider, the Seventh Issuer and the Security Trustee
as amended and supplemented from time to time;
SERIES 2 CLASS B SEVENTH ISSUER SWAP means the sterling-dollar currency
swap which enables the Seventh Issuer to receive and pay amounts under
the Seventh Issuer Intercompany Loan in sterling and to receive and pay
amounts under the Series 2 Class B Seventh Issuer Notes in dollars;
SERIES 2 CLASS B SEVENTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into
on or about the Seventh Issuer Closing Date between the Series 2 Class B
Seventh Issuer Swap Provider, the Seventh Issuer and the Security Trustee
as amended and supplemented from time to time;
SERIES 2 CLASS C SEVENTH ISSUER SWAP means the sterling-dollar currency
swap which enables the Seventh Issuer to receive and pay amounts under
the Seventh Issuer Intercompany Loan in sterling and to receive and pay
amounts under the Series 2 Class C Seventh Issuer Notes in dollars;
SERIES 2 CLASS C SEVENTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into
on or about the Seventh Issuer
23
Closing Date between the Series 2 Class C Seventh Issuer Swap Provider,
the Seventh Issuer and the Security Trustee as amended and supplemented
from time to time;
SERIES 2 SEVENTH ISSUER SWAP AGREEMENTS means the Series 2 Class A
Seventh Issuer Swap Agreement, the Series 2 Class B Seventh Issuer Swap
Agreement and the Series 2 Class C Seventh Issuer Swap Agreement;
SERIES 2 CLASS A SEVENTH ISSUER SWAP PROVIDER means Swiss Re Financial
Products Corporation or such other swap provider appointed from time to
time in relation to the Series 2 Seventh Issuer Notes;
SERIES 2 CLASS B SEVENTH ISSUER SWAP PROVIDER means Swiss Re Financial
Products Corporation or such other swap provider appointed from time to
time in relation to the Series 2 Seventh Issuer Notes;
SERIES 2 CLASS C SEVENTH 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 Seventh Issuer Notes;
SERIES 2 SEVENTH ISSUER SWAP PROVIDER means the Series 2 Class A Seventh
Issuer Swap Provider, the Series 2 Class B Seventh Issuer Swap Provider,
and the Series 2 Class C Currency Swap Provider;
SERIES 3 CLASS A SEVENTH ISSUER SWAP means the sterling-euro currency
swap which enables the Seventh Issuer to receive and pay amounts under
the Seventh Issuer Intercompany Loan in sterling and to receive and pay
amounts under the Series 3 Class A Seventh Issuer Notes in euro;
SERIES 3 CLASS A SEVENTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into
on or about the Seventh Issuer Closing Date between the Series 3 Class A
Seventh Issuer Swap Provider, the Seventh Issuer and the Security Trustee
as amended and supplemented from time to time;
SERIES 3 CLASS B SEVENTH ISSUER SWAP means the sterling-euro currency
swap which enables the Seventh Issuer to receive and pay amounts under
the Seventh Issuer Intercompany Loan in sterling and to receive and pay
amounts under the Series 3 Class B Seventh Issuer Notes in euro;
SERIES 3 CLASS B SEVENTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into
on or about the Seventh Issuer Closing Date between the Series 3 Class B
Seventh Issuer Swap Provider, the Seventh Issuer and the Security Trustee
as amended and supplemented from time to time;
SERIES 3 CLASS C SEVENTH ISSUER SWAP means the sterling-euro currency
swap which enables the Seventh Issuer to receive and pay amounts under
the Seventh Issuer Intercompany Loan in sterling and to receive and pay
amounts under the Series 3 Class C Seventh Issuer Notes in euro;
SERIES 3 CLASS C SEVENTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into
on or about the Seventh Issuer Closing Date between the Series 3 Class C
Seventh Issuer Swap Provider, the Seventh Issuer and the Security Trustee
as amended and supplemented from time to time;
SERIES 3 SEVENTH ISSUER SWAP AGREEMENTS means the Series 3 Class A
Seventh Issuer Swap Agreement, the Series 3 Class B Seventh Issuer Swap
Agreement, and the Series 3 Class C Seventh Issuer Swap Agreement;
24
SERIES 3 CLASS A SEVENTH ISSUER SWAP PROVIDER means Citibank N.A., London
Branch or such other swap provider appointed from time to time in
relation to the Series 3 Seventh Issuer Notes;
SERIES 3 CLASS B SEVENTH ISSUER SWAP PROVIDER means Citibank N.A., London
Branch or such other swap provider appointed from time to time in
relation to the Series 3 Seventh Issuer Notes;
SERIES 3 CLASS C SEVENTH ISSUER SWAP PROVIDER means Citibank N.A., London
Branch or such other swap provider appointed from time to time in
relation to the Series 3 Seventh Issuer Notes;
SERIES 3 SEVENTH ISSUER SWAP PROVIDER means the Series 3 Class A Seventh
Issuer Swap Provider, the Series 4 Class B Seventh Issuer Swap Provider
and the Series 3 Class C Seventh Issuer Swap Provider;
SERIES 1 DEFINITIVE SEVENTH ISSUER NOTES means the Series 1 Class A
Definitive Seventh Issuer Notes, the Series 1 Class B Definitive Seventh
Issuer Notes and the Series 1 Class C Definitive Seventh Issuer Notes;
SERIES 1 CLASS A DEFINITIVE SEVENTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 1
Class A Seventh Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 1 Class
A Definitive Seventh Issuer Notes issued pursuant to Condition 14 and
which are issued substantially in the form described in and set out in
PART 1 of SCHEDULE 2 to the Seventh Issuer Trust Deed;
SERIES 1 CLASS B DEFINITIVE SEVENTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 1
Class B Seventh Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 1 Class
B Definitive Seventh Issuer Notes issued pursuant to Condition 14 and
which are issued substantially in the form described in and set out in
PART 2 of SCHEDULE 2 to the Seventh Issuer Trust Deed;
SERIES 1 CLASS C DEFINITIVE SEVENTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 1
Class C Seventh Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 1 Class
C Definitive Seventh Issuer Notes issued pursuant to Condition 14 and
which are issued substantially in the form described in and set out in
PART 3 of SCHEDULE 2 to the Seventh Issuer Trust Deed;
SERIES 2 CLASS A DEFINITIVE SEVENTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 2
Class A Seventh Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 2 Class
A Definitive Seventh Issuer Notes issued pursuant to Condition 14 and
which are issued substantially in the form described in and set out in
PART 4 of SCHEDULE 2 to the Seventh Issuer Trust Deed;
SERIES 2 CLASS B DEFINITIVE SEVENTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 2
Class B Seventh Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 2 Class
B Definitive Seventh Issuer Notes issued pursuant to Condition 14 and
which are issued substantially in the form described in and set out in
PART 5 of SCHEDULE 2 to the Seventh Issuer Trust Deed;
SERIES 2 CLASS C DEFINITIVE SEVENTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 2
Class C Seventh Issuer Notes pursuant to,
25
and in the circumstances specified in, Condition 1 and includes any
replacement for Series 2 Class C Definitive Seventh Issuer Notes issued
pursuant to Condition 14 and which are issued substantially in the form
described in and set out in PART 6 of SCHEDULE 2 to the Seventh Issuer
Trust Deed;
SERIES 2 DEFINITIVE SEVENTH ISSUER NOTES means the Series 2 Class A
Definitive Seventh Issuer Notes, the Series 2 Class B Definitive Seventh
Issuer Notes, and the Series 2 Class C Definitive Seventh Issuer Notes;
SERIES 3 CLASS A DEFINITIVE SEVENTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 3
Class A Seventh Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 3 Class
A Definitive Seventh Issuer Notes issued pursuant to Condition 14 and
which are issued substantially in the form described in and set out in
PART 7 of SCHEDULE 2 to the Seventh Issuer Trust Deed;
SERIES 3 CLASS B DEFINITIVE SEVENTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 3
Class B Seventh Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 3 Class
B Definitive Seventh Issuer Notes issued pursuant to Condition 14 and
which are issued substantially in the form described in and set out in
PART 8 of SCHEDULE 2 to the Seventh Issuer Trust Deed;
SERIES 3 CLASS C DEFINITIVE SEVENTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 3
Class C Seventh Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 3 Class
C Definitive Seventh Issuer Notes issued pursuant to Condition 14 and
which are issued substantially in the form described in and set out in
PART 9 of SCHEDULE 2 to the Seventh Issuer Trust Deed;
SERIES 3 DEFINITIVE SEVENTH ISSUER NOTES means the Series 3 Class A
Definitive Seventh Issuer Notes, the Series 3 Class B Definitive Seventh
Issuer Notes, and the Series 3 Class C Definitive Seventh Issuer Notes;
SERIES 4 CLASS A DEFINITIVE SEVENTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 4
Class A Seventh Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 4 Class
A Definitive Seventh Issuer Notes issued pursuant to Condition 14 and
which are issued substantially in the form described in and set out in
PART 10 of SCHEDULE 2 to the Seventh Issuer Trust Deed;
SERIES 4 CLASS B DEFINITIVE SEVENTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 4
Class B Seventh Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 4 Class
B Definitive Seventh Issuer Notes issued pursuant to Condition 14 and
which are issued substantially in the form described in and set out in
PART 11 of SCHEDULE 2 to the Seventh Issuer Trust Deed;
SERIES 4 CLASS C DEFINITIVE SEVENTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 4
Class C Seventh Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 4 Class
C Definitive Seventh Issuer Notes issued pursuant to Condition 14 and
which are issued substantially in the form described in and set out in
PART 12 of SCHEDULE 2 to the Seventh Issuer Trust Deed;
26
SERIES 4 DEFINITIVE SEVENTH ISSUER NOTES means the Series 4 Class A
Definitive Seventh Issuer Notes, the Series 4 Class B Definitive Seventh
Issuer Notes, the Series 4 Class C Definitive Seventh Issuer Notes and
the Series 4 Class C Definitive Seventh Issuer Notes;
SERIES 5 CLASS A DEFINITIVE SEVENTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 5
Class A Seventh Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 5 Class
A Definitive Seventh Issuer Notes issued pursuant to Condition 14 and
which are issued substantially in the form described in and set out in
PART 13 of SCHEDULE 2 to the Seventh Issuer Trust Deed;
SERIES 5 DEFINITIVE SEVENTH ISSUER NOTES means the Series 5 Class A
Definitive Seventh Issuer Notes;
SEVENTH ISSUER means Permanent Financing (No. 7) PLC (registered no.
5330776), a public limited company incorporated under the laws of England
and Wales, whose registered office is at Blackwell House, Guildhall Yard,
London EC2V 5AE;
SEVENTH ISSUER ACCOUNT BANK means the Seventh Issuer Non-Sterling Account
Bank and the Seventh Issuer Sterling Account Bank;
SEVENTH ISSUER ACCOUNT MANDATE means an account mandate delivered to the
Seventh Issuer Account Bank pursuant to the Seventh Issuer Bank Account
Agreement;
SEVENTH ISSUER ACCOUNTS means the Seventh Issuer Transaction Account, any
Additional Seventh Issuer Account and such other bank account(s) held in
the name of the Seventh Issuer with the prior written approval of the
Security Trustee from time to time;
SEVENTH ISSUER AVAILABLE FUNDS means together Seventh Issuer Revenue
Receipts and Seventh Issuer Principal Receipts;
SEVENTH ISSUER BANK ACCOUNT AGREEMENT means the bank account agreement
dated on or about the Seventh Issuer Closing Date between the Seventh
Issuer, the Seventh Issuer Cash Manager, the Seventh Issuer Account Bank
and the Security Trustee (as the same may be amended, restated
supplemented, replaced or novated from time to time);
SEVENTH ISSUER BANK ACCOUNTS has the same meaning as SEVENTH ISSUER
ACCOUNTS;
SEVENTH ISSUER BULLET TERM ADVANCES means the Seventh Issuer Series 1
Term AAA Advance and the Seventh Issuer Series 2 Term AAA Advance;
SEVENTH ISSUER CASH MANAGEMENT AGREEMENT means the cash management
agreement dated on or about the Seventh Issuer Closing Date between the
Seventh Issuer, the Seventh Issuer Cash Manager and the Security Trustee
(as the same may be amended, restated, supplemented, replaced or novated
from time to time);
SEVENTH ISSUER CASH MANAGEMENT SERVICES means the services to be provided
to the Seventh Issuer and the Security Trustee pursuant to the Seventh
Issuer Cash Management Agreement;
SEVENTH ISSUER CASH MANAGER means Halifax acting pursuant to the Seventh
Issuer Cash Management Agreement as agent for the Seventh Issuer and the
Security Trustee, to manage all cash transactions and maintain certain
ledgers on behalf of the Seventh Issuer;
27
SEVENTH ISSUER CASH MANAGER TERMINATION EVENT has the meaning given in
CLAUSE 12.1 of the Seventh Issuer Cash Management Agreement;
SEVENTH ISSUER CHARGED PROPERTY means the property charged by the Seventh
Issuer pursuant to CLAUSES 3.1 to 3.4 (inclusive) of the Seventh Issuer
Deed of Charge;
SEVENTH ISSUER CLOSING DATE means 23rd March, 2005;
SEVENTH ISSUER CORPORATE SERVICES AGREEMENT means the agreement dated on
or about the Seventh Issuer Closing Date and made between the Seventh
Issuer Corporate Services Provider, the Seventh Issuer, Halifax, Holdings
and the Security Trustee for the provision by the Corporate Services
Provider of certain corporate services and personnel to the Seventh
Issuer (as the same may be amended, restated, supplemented, replaced or
novated from time to time);
SEVENTH ISSUER CORPORATE SERVICES FEE LETTER means the letter dated the
date of the Seventh Issuer Corporate Services Agreement between, inter
alios, the Seventh Issuer, the Security Trustee, and the Seventh Issuer
Corporate Services Provider, setting out the amount of fees payable to
the Seventh Issuer Corporate Services Provider by the Seventh Issuer;
SEVENTH 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 Seventh Issuer under the
Seventh Issuer Corporate Services Agreement;
SEVENTH ISSUER CURRENCY SWAP AGREEMENTS means the Dollar Currency Swap
Agreements and the Euro Currency Swap Agreements;
SEVENTH ISSUER DEED OF CHARGE means the deed of charge to be entered into
on or about the Seventh Issuer Closing Date between, among others, the
Seventh Issuer and the Security Trustee under which the Seventh Issuer
charges the Seventh Issuer Security in favour of the Security Trustee for
the benefit of the Seventh Issuer Secured Creditors (as the same may be
amended and/or supplemented from time to time);
SEVENTH ISSUER EVENT OF DEFAULT has the meaning given to it in Condition
9 of the Seventh Issuer Notes;
SEVENTH ISSUER INTERCOMPANY LOAN means the loan of the Seventh Issuer
Term Advances made by the Seventh Issuer to Funding 1 under the Seventh
Issuer Intercompany Loan Agreement on or about the Seventh Issuer Closing
Date;
SEVENTH 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 Seventh Issuer
Intercompany Loan Event of Default under the Seventh Issuer Intercompany
Loan;
SEVENTH ISSUER INTERCOMPANY LOAN AGREEMENT means the Seventh Issuer
Intercompany Loan Confirmation and the Intercompany Loan Terms and
Conditions together entered into on or about the Seventh Issuer Closing
Date by the Seventh Issuer, Funding 1, the Security Trustee and the Agent
Bank (as the same may be amended and/or supplemented from time to time);
SEVENTH ISSUER INTERCOMPANY LOAN CONFIRMATION means the loan confirmation
in respect of the Seventh Issuer Intercompany Loan Agreement entered into
on or about the Seventh Issuer Closing Date and made between Funding 1,
the Seventh Issuer and the Security Trustee;
28
SEVENTH ISSUER INTERCOMPANY LOAN DETERMINATION DATE means the date
falling two Business Days prior to each Funding 1 Interest Payment Date;
SEVENTH ISSUER INTERCOMPANY LOAN EVENT OF DEFAULT means the occurrence of
an event of default by Funding 1 as specified in Clause 14 of the Seventh
Issuer Intercompany Loan Terms and Conditions;
SEVENTH ISSUER INTERCOMPANY LOAN LEDGER means the ledger maintained by
the Seventh 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 Seventh Issuer Intercompany Loan
Agreement;
SEVENTH ISSUER INTERCOMPANY LOAN TERMS AND CONDITIONS means the
Intercompany Loan Terms and Conditions;
SEVENTH ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE means this
Seventh 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 Seventh Issuer Closing Date, as the same may
be amended, restated and supplemented from time to time;
SEVENTH 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 Seventh
Issuer Bank Account Agreement in the name of the Seventh Issuer and to be
held with the Seventh Issuer Non-Sterling Account Bank in accordance with
the Seventh Issuer Bank Account Agreement;
SEVENTH ISSUER NON-STERLING ACCOUNT BANK means The Governor and Company
of the Bank of Scotland, in its capacity as holder of the relevant
Seventh Issuer Non-Sterling Account, in accordance with the Seventh
Issuer Bank Account Agreement;
SEVENTH ISSUER NOTE ACCELERATION NOTICE means a Class A Seventh Issuer
Note Acceleration Notice, a Class B Seventh Issuer Note Acceleration
Notice, or a Class C Seventh Issuer Note Acceleration Notice, either
alone or together;
SEVENTH ISSUER NOTE DETERMINATION DATE means four Business Days prior to
each Interest Payment Date;
SEVENTH ISSUER NOTE EVENT OF DEFAULT means an event of default by the
Seventh Issuer as defined in Condition 9 of the Seventh Issuer Notes;
SEVENTH ISSUER NOTEHOLDERS means the holders for the time being of the
Seventh Issuer Notes;
SEVENTH ISSUER NOTES means the Class A Seventh Issuer Notes, the Class B
Seventh Issuer Notes and the Class C Seventh Issuer Notes;
SEVENTH ISSUER PAYING AGENT AND AGENT BANK AGREEMENT means the paying
agent and agent bank agreement entered into on or about the Seventh
Issuer Closing Date between the Seventh 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
Seventh Issuer Notes (as the same may be amended, restated, supplemented,
replaced or novated from time to time);
SEVENTH ISSUER POST-ENFORCEMENT CALL OPTION AGREEMENT means the
post-enforcement call option agreement entered into on or about the
Seventh Issuer Closing Date between the
29
Seventh 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 Seventh Issuer Notes and the Class C Seventh Issuer Notes
that following enforcement of the Seventh Issuer Security, the
Post-Enforcement Call Option Holder may call for the Class B Seventh
Issuer Notes, and the Class C Seventh Issuer Notes (as the same may be
amended, restated, supplemented replaced or novated from time to time);
SEVENTH ISSUER POST-ENFORCEMENT PRIORITY OF PAYMENTS means the order of
priority of payments in which the Seventh Issuer Revenue Receipts and the
Seventh Issuer Principal Receipts will be applied following the service
of a Seventh Issuer Note Acceleration Notice and a Seventh Issuer
Intercompany Loan Acceleration Notice, as set out in CLAUSE 6.4 of the
Seventh Issuer Deed of Charge;
SEVENTH ISSUER PRE-ENFORCEMENT PRINCIPAL PRIORITY OF PAYMENTS means the
order of priority of payments in which the Seventh Issuer Principal
Receipts will be applied until enforcement of the Seventh Issuer Security
and as set out in Schedule 2 to the Seventh Issuer Cash Management
Agreement;
SEVENTH ISSUER PRE-ENFORCEMENT PRIORITY OF PAYMENTS means the Seventh
Issuer Pre-Enforcement Principal Priority of Payments and the Seventh
Issuer Pre-Enforcement Revenue Priority Payments;
SEVENTH ISSUER PRE-ENFORCEMENT REVENUE PRIORITY OF PAYMENTS means the
order of priority of payments in which the Seventh Issuer Revenue
Receipts will be applied until enforcement of the Seventh Issuer Security
and as set out in Schedule 2 to the Seventh Issuer Cash Management
Agreement;
SEVENTH ISSUER PRINCIPAL RECEIPTS means the sum of all principal amounts
repaid by Funding 1 to the Seventh Issuer under the terms of the Seventh
Issuer Intercompany Loan Agreement during the relevant Interest Period,
as calculated by the Seventh Issuer Cash Manager or the Security Trustee,
as the case may be, four Business Days prior to each Interest Payment
Date;
SEVENTH 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 Seventh Issuer Intercompany Loan Agreement;
(b) fees to be paid to the Seventh Issuer by Funding 1 on the relevant
Funding 1 Interest Payment Date under the terms of the Seventh
Issuer Intercompany Loan Agreement;
(c) interest payable on the Seventh Issuer Bank Accounts and any
Authorised Investments which will be received on or before the
relevant Interest Payment Date in respect of the Seventh Issuer
Notes;
(d) other net income of the Seventh Issuer including amounts received
or to be received under the Seventh Issuer Swap Agreements on or
before the relevant Interest Payment Date (including any amounts
received by the Seventh Issuer in consideration of it entering
into a replacement Seventh Issuer Swap Agreement but excluding (i)
any Excess Swap Collateral which shall be returned directly to the
relevant Seventh Issuer Swap Provider, as set out under the
relevant Seventh Issuer Swap Agreement and (ii) in respect of each
Seventh Issuer Swap Provider, prior to
30
the designation of an early termination date under the relevant
Seventh Issuer Swap 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 Seventh Issuer Swap Provider to the Seventh
Issuer pursuant to the relevant Seventh Issuer Swap Agreement (and
any interest or distributions in respect thereof)); and
(e) if the Seventh Issuer receives any additional amount from a
Seventh Issuer Swap Provider pursuant to section 2(d)(i)(4) of any
Seventh Issuer Swap Agreement, and the Seventh Issuer subsequently
receives a refund from the relevant taxing authority in respect of
that additional amount (so that the Seventh Issuer receives a
windfall) (for the purposes of this definition, a REFUND PAYMENT),
an amount equal to that Refund Payment;
SEVENTH ISSUER'S CERTIFICATE means a certificate signed in the name of
the Seventh Issuer by two directors of the Seventh Issuer;
SEVENTH ISSUER SCHEDULED AMORTISATION TERM ADVANCE means the Seventh
Issuer Series 3 Term AAA Advance, the Seventh Issuer Series 4 Term AAA
Advance and the Seventh Issuer Series 5 Term AAA Advance;
SEVENTH ISSUER SECURED CREDITORS means the Security Trustee under the
Seventh Issuer Deed of Charge, the Seventh Issuer Swap Providers, the
Note Trustee, the Seventh Issuer Account Bank, the Paying Agents, the
Registrar, the Transfer Agent, the Agent Bank, the Corporate Services
Provider, the Seventh Issuer Cash Manager and the Seventh Issuer
Noteholders;
SEVENTH ISSUER SECURED OBLIGATIONS means any and all of the moneys and
liabilities which the Seventh Issuer covenants to pay or discharge under
CLAUSE 2 of the Seventh Issuer Deed of Charge and all other amounts owed
by it to the Seventh Issuer Secured Creditors under and pursuant to the
Transaction Documents;
SEVENTH ISSUER SECURITY means the security granted by the Seventh Issuer
under the Seventh Issuer Deed of Charge in favour of the Seventh Issuer
Secured Creditors;
SEVENTH ISSUER SERIES 1 TERM AA ADVANCE means the sub-loan of the Seventh
Issuer Term AA Advances in the amount of (pound)[*] and corresponding to
the issue of the Series 1 Class B Seventh Issuer Notes;
SEVENTH ISSUER SERIES 1 TERM AAA ADVANCE means the sub-loan of the
Seventh Issuer Term AAA Advances in the amount of (pound)[*] and
corresponding to the issue of the Series 1 Class A Seventh Issuer Notes;
SEVENTH ISSUER SERIES 1 TERM ADVANCES means the Seventh Issuer Series 1
Term AAA Advance, the Seventh Issuer Series 1 Term AA Advance and the
Seventh Issuer Series 1 Term BBB Advance;
SEVENTH ISSUER SERIES 1 TERM BBB ADVANCE means the sub-loan of the
Seventh Issuer Term BBB Advances in the amount of (pound)[*] and
corresponding to the issue of the Series 1 Class C Seventh Issuer Notes;
SEVENTH ISSUER SERIES 2 TERM AA ADVANCE means the sub-loan of the Seventh
Issuer Term AA Advances in the amount of (pound)[*] and corresponding to
the issue of the Series 2 Class B Seventh Issuer Notes;
31
SEVENTH ISSUER SERIES 2 TERM AAA ADVANCE means the sub-loan of the
Seventh Issuer Term AAA Advances in the amount of (pound)[*] and
corresponding to the issue of the Series 2 Class A Seventh Issuer Notes;
SEVENTH ISSUER SERIES 2 TERM ADVANCES means the Seventh Issuer Series 2
Term AAA Advance, the Seventh Issuer Series 2 Term AA Advance and the
Seventh Issuer Series 2 Term BBB Advance;
SEVENTH ISSUER SERIES 2 TERM BBB ADVANCE means the sub-loan of the
Seventh Issuer Term BBB Advances in the amount of (pound)[*] and
corresponding to the issue of the Series 2 Class C Seventh Issuer Notes;
SEVENTH ISSUER SERIES 3 TERM AA ADVANCE means the sub-loan of the Seventh
Issuer Term AA Advances in the amount of (pound)[*] and corresponding to
the issue of the Series 3 Class B Seventh Issuer Notes;
SEVENTH ISSUER SERIES 3 TERM AAA ADVANCE means the sub-loan of the
Seventh Issuer Term AAA Advances in the amount of (pound)[*] and
corresponding to the issue of the Series 3 Class A Seventh Issuer Notes;
SEVENTH ISSUER SERIES 3 TERM ADVANCES means the Seventh Issuer Series 3
Term AAA Advance, the Seventh Issuer Series 3 Term AA Advance and the
Seventh Issuer Series 3 Term BBB Advance;
SEVENTH ISSUER SERIES 3 TERM BBB ADVANCE means the sub-loan of the
Seventh Issuer Term BBB Advances in the amount of (pound)[*] and
corresponding to the issue of the Series 3 Class C Seventh Issuer Notes;
SEVENTH ISSUER SERIES 4 TERM AA ADVANCE means the sub-loan of the Seventh
Issuer Term AA Advances in the amount of (pound)[*] and corresponding to
the issue of the Series 4 Class B Seventh Issuer Notes;
SEVENTH ISSUER SERIES 4 TERM AAA ADVANCE means the sub-loan of the
Seventh Issuer Term AAA Advances in the amount of (pound)[*] and
corresponding to the issue of the Series 4 Class A Seventh Issuer Notes;
SEVENTH ISSUER SERIES 4 TERM ADVANCES means the Seventh Issuer Series 4
Term AAA Advances, the Seventh Issuer Series 4 Term AA Advance and the
Seventh Issuer Series 4 Term BBB Advance;
SEVENTH ISSUER SERIES 4 TERM BBB ADVANCE means the sub-loan of the
Seventh Issuer Term BBB Advances in the amount of (pound)[*] and
corresponding to the issue of the Series 4 Class C Seventh Issuer Notes;
SEVENTH ISSUER SERIES 5 TERM AAA ADVANCES means the sub-loan of the
Seventh Issuer Term AAA Advances in the amount of (pound)[*] and
corresponding to the issue of the Series 5 Class A Seventh Issuer Notes ;
SEVENTH ISSUER SERIES 5 TERM ADVANCES means the Seventh Issuer Series 5
Term AAA Advance;
SEVENTH ISSUER STERLING ACCOUNT means the Seventh Issuer Transaction
Account or any Additional Seventh Issuer Account opened, to be opened
pursuant to CLAUSE 3.1 of the Seventh Issuer Bank Account Agreement in
the name of the Seventh Issuer and to be held
32
with the Seventh Issuer Sterling Account Bank in accordance with the
Seventh Issuer Bank Account Agreement;
SEVENTH ISSUER STERLING ACCOUNT BANK means The Governor and Company of
the Bank of Scotland, in its capacity as holder of the Seventh Issuer
Transaction Account, situated at 116 Wellington Street, Leeds LS1 4LT,
any Additional Seventh Issuer Account and such other account bank as may
be appointed from time to time pursuant to the Seventh Issuer Bank
Account Agreement;
SEVENTH ISSUER SWAP AGREEMENTS means the Dollar Currency Swap Agreements
and the Euro Currency Swap Agreements;
SEVENTH ISSUER SWAP EXCLUDED TERMINATION AMOUNT means, in relation to any
Seventh Issuer Swap Agreement, an amount equal to:
(a) the amount of any termination payment due and payable to the
relevant Seventh Issuer Swap Provider as a result of a Seventh
Issuer Swap Provider Default or to the relevant Seventh Issuer
Swap Provider following a Seventh Issuer Swap Provider Downgrade
Termination Event;
less
(b) the amount, if any, received by the Seventh Issuer from a
replacement swap provider upon entry by the Seventh Issuer into an
agreement with such replacement swap provider to replace such
Seventh Issuer Swap Agreement which has terminated as a result of
such Seventh Issuer Swap Provider Default or following the
occurrence of such Seventh Issuer Swap Provider Downgrade
Termination Event;
SEVENTH ISSUER SWAP PROVIDER DEFAULT means the occurrence of an Event of
Default (as defined in the Seventh Issuer Swap Agreements) where a
Seventh Issuer Swap Provider is the Defaulting Party;
SEVENTH ISSUER SWAP PROVIDER DOWNGRADE TERMINATION EVENT means the
occurrence of an Additional Termination Event (as defined in the Seventh
Issuer Swap Agreements) following the failure by a Seventh Issuer Swap
Provider to comply with the requirements of the ratings downgrade
provisions set out in the relevant Seventh Issuer Swap Agreement;
SEVENTH ISSUER SWAP PROVIDERS means the Dollar Currency Swap Providers
and the Euro Currency Swap Providers or any one of them as the context
requires;
SEVENTH ISSUER SWAPS means the swaps documented under the Seventh Issuer
Swap Agreements;
SEVENTH ISSUER TERM AA ADVANCES means the Seventh Issuer Series 1 Term AA
Advance, the Seventh Issuer Series 2 Term AA Advance, the Seventh Issuer
Series 3 Term AA Advance and the Seventh Issuer Series 4 Term AA Advance;
SEVENTH ISSUER TERM AAA ADVANCES means the Seventh Issuer Series 1 Term
AAA Advance, the Seventh Issuer Series 2 Term AAA Advance, the Seventh
Issuer Series 3 Term AAA Advance, the Seventh Issuer Series 4 Term AAA
Advance and the Seventh Issuer Series 5 Term AAA Advance;
SEVENTH ISSUER TERM ADVANCES means the Seventh Issuer Term AAA Advances,
the Seventh Issuer Term AA Advances and the Seventh Issuer Term BBB
Advances;
33
SEVENTH ISSUER TERM ADVANCES DUE DATES means the dates being:
(a) in relation to the Seventh Issuer Series 1 Term AAA Advance, the
Funding 1 Interest Payment Date falling in March 2006;
(b) in relation to the Seventh Issuer Series 2 Term AAA Advance, the
Funding 1 Interest Payment Date falling in September 2007;
(c) in relation to the Seventh Issuer Series 3 Term AAA Advance, the
Funding 1 Interest Payment Dates falling in September 2009 and
December 2009, March 2010 and June 2010;
(d) in relation to the Seventh Issuer Series 4 Term AAA Advance, the
Funding 1 Interest Payment Date falling in June 2010 and
September 2010;
(e) in relation to the Seventh Issuer Series 5 Term AAA Advance, the
Funding 1 Interest Payment Dates falling in June 2011 and
December 2011;
(f) in relation to the Seventh Issuer Series 1 Term AA Advance, the
Funding 1 Interest Payment Date falling after the date on which
the Seventh Issuer Series 1 Term AAA Advance has been fully
repaid;
(g) in relation to the Seventh Issuer Series 2 Term AA Advance, the
Funding 1 Interest Payment Date falling after the date on which
the Seventh Issuer Series 2 Term AAA Advance has been fully
repaid;
(h) in relation to the Seventh Issuer Series 3 Term AA Advance, the
Funding 1 Interest Payment Date falling after the date on which
the Seventh Issuer Series 3 Term AAA Advance has been fully
repaid;
(i) in relation to the Seventh Issuer Series 4 Term AA Advance, the
Funding 1 Interest Payment Date falling on or after the date on
which the Seventh Issuer Series 4 Term AAA Advance has been fully
repaid;
(j) in relation to the Seventh Issuer Series 1 Term BBB Advance, the
Funding 1 Interest Payment Date falling on or after the date on
which the Seventh Issuer Series 1 Term AA Advance has been fully
repaid;
(k) in relation to the Seventh Issuer Series 2 Term BBB Advance, the
Funding 1 Interest Payment Date falling on or after the date on
which the Seventh Issuer Series 2 Term AA Advance has been fully
repaid;
(l) in relation to the Seventh Issuer Series 3 Term BBB Advance, the
Funding 1 Interest Payment Date falling on or after the date on
which the Seventh Issuer Series 3 Term AA Advance has been fully
repaid; and
(m) in relation to the Seventh Issuer Series 4 Term BBB Advance, the
Funding 1 Interest Payment Date falling on or after the date on
which the Seventh Issuer Series 4 Term AA Advance has been fully
repaid;
SEVENTH ISSUER TERM BBB ADVANCES means the Seventh Issuer Series 1 Term
BBB Advance, the Seventh Issuer Series 2 Term BBB Advance, the Seventh
Issuer Series 3 Term BBB Advance and the Seventh Issuer Series 4 Term BBB
Advance;
34
SEVENTH ISSUER TRANSACTION ACCOUNT means the sterling account in the name
of the Seventh Issuer (account number [*], Permanent Financing (No. 7)
PLC, sort code [12-24-55]) held with the Seventh Issuer Account Bank or
such other account at such other Seventh 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;
SEVENTH ISSUER TRANSACTION ACCOUNT MANDATE means the mandate pursuant to
which the Seventh Issuer Transaction Account has been established;
SEVENTH ISSUER TRANSACTION DOCUMENTS means those Transaction Documents to
which the Seventh Issuer is a party, including the Seventh Issuer
Intercompany Loan Agreement, the Seventh Issuer Trust Deed, the Seventh
Issuer Paying Agent and Agent Bank Agreement, the Seventh Issuer Deed of
Charge, the Seventh Issuer Cash Management Agreement, the Seventh Issuer
Swap Agreements, the Seventh Issuer Bank Account Agreement, the Seventh
Issuer Post-Enforcement Call Option Agreement and the Seventh Issuer
Corporate Services Agreement;
SEVENTH ISSUER TRUST DEED means the trust deed entered into on or about
the Seventh Issuer Closing Date between the Seventh Issuer and the Note
Trustee constituting the Seventh 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
Seventh Issuer Paying Agent and Agent Bank Agreement or such other
specified notice as may be notified to the Seventh Issuer and the
Security Trustee pursuant to the Seventh 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 SEVENTH ISSUER NOTES means the Series 3 Class A
Definitive Seventh Issuer Notes, the Series 3 Class B Definitive Seventh
Issuer Notes, the Series 3 Class C Definitive Seventh Issuer Notes,
Series 4 Class A Definitive Seventh Issuer Notes, the Series 4 Class B
Definitive Seventh Issuer Notes, the Series 4 Class B Definitive Seventh
Issuer Notes, and the Series 5 Class A Definitive Seventh Issuer Notes;
STERLING GLOBAL SEVENTH ISSUER NOTES means the Series 3 Class A Global
Seventh Issuer Notes, the Series 3 Class B Global Seventh Issuer Notes,
Series 3 Class C Global Seventh Issuer Notes, the Series 4 Class A Global
Seventh Issuer Notes, the Series 4 Class B Global Seventh Issuer Notes,
and the Series 4 Class C Global Seventh Issuer Notes
STERLING SEVENTH ISSUER NOTES means the Sterling Definitive Seventh
Issuer Notes and the Sterling Global Seventh 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
35
of the arithmetic mean of such offered quotations for two-week and
one-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
Seventh 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 Seventh 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;
SUBSCRIPTION AGREEMENT means the Subscription Agreement relating to the
sale of the Series 3 Seventh Issuer Notes, the Series 4 Seventh Issuer
Notes and the Series 5 Seventh Issuer Notes, dated [*], 2005 between
Funding 1, Halifax, the Mortgages Trustee, the Seventh Issuer and the
Managers;
SUCCESSOR AGENT means any successor to any Agent who may be appointed by
the Seventh Issuer under the Seventh Issuer Paying Agent and Agent Bank
Agreement;
SUCCESSOR AGENT BANK means any successor to the Agent Bank who may be
appointed by the Seventh Issuer under the Seventh Issuer Paying Agent and
Agent Bank Agreement;
SUCCESSOR PAYING AGENT means any successor to any Paying Agent who may be
appointed by the Seventh Issuer under the Seventh 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 Seventh Issuer under the Seventh
Issuer Paying Agent and Agent Bank Agreement;
36
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 Seventh Issuer Closing Date to the corresponding
class of Seventh Issuer Notes, the proceeds of which are applied by the
Seventh Issuer to make such Term Advance to Funding 1. Any subsequent
changes made to the ratings of the Seventh 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 Seventh Issuer Notes, the Series 1 Class C
Seventh Issuer Notes, the Series 2 Class A Seventh Issuer Notes,
the Series 2 Class B Seventh Issuer Notes and the Series 2 Class C
Seventh 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).
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;
37
(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 Seventh 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 Underwriting Agreement;
(c) the Seventh Issuer Intercompany Loan Agreement;
(d) the Mortgages Trust Deed;
(e) the Halifax Deed and Power of Attorney in relation to the
Mortgages Trust Deed;
(f) the Mortgage Sale Agreement;
(g) the Seller Power of Attorney;
(h) the Seventh Issuer Deed of Charge;
(i) the Second Supplemental Funding 1 Deed of Charge;
(j) the Seventh Issuer Power of Attorney;
(k) the Funding 1 Deed of Charge;
(l) the Funding 1 Power of Attorney;
(m) the Funding 1 Liquidity Facility Agreement;
(n) the Seventh Issuer Swap Agreements;
(o) the Funding 1 Swap Agreement;
(p) the Seventh Issuer Trust Deed;
(q) the Seventh Issuer Paying Agent and Agent Bank Agreement;
(r) the Servicing Agreement;
(s) the Cash Management Agreement;
38
(t) the Seventh Issuer Cash Management Agreement;
(u) the Funding 1 Guaranteed Investment Contract;
(v) the Mortgages Trustee Guaranteed Investment Contract;
(w) the Seventh Issuer Post-Enforcement Call Option Agreement;
(x) the Bank Account Agreement;
(y) the Seventh Issuer Bank Account Agreement;
(z) the Funding 1 Corporate Services Agreement;
(aa) the Seventh Issuer Corporate Services Agreement;
(bb) the Master Definitions and Construction Schedule;
(cc) the Issuer Master Definitions and Construction Schedule;
(dd) each Scottish Declaration of Trust;
(ee) the Mortgages Trustee Corporate Services Agreement; and
(ff) the Seventh 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
Seventh Issuer under the Seventh Issuer Paying Agent and Agent Bank
Agreement to administer the transfer of Seventh Issuer Notes;
UNDERWRITERS means ABN AMRO Bank N.V., London Branch, Lehman Brothers
Inc., Morgan Stanley & Co Incorporated, [*] and [*];
UNDERWRITING AGREEMENT means the Underwriting Agreement relating to the
sale of the Series 1 Seventh Issuer Notes and the Series 2 Seventh Issuer
Notes dated [*], 2005 between Funding 1, Halifax, the Mortgages Trustee,
the Seventh Issuer and the Joint Lead Underwriters;
US PAYING AGENT means Citibank, N.A., New York Branch of 14th Floor, 388
Greenwich Street, New York, New York 10013, 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;
39
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 Seventh 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 Seventh
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 Seventh 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
Seventh 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 Seventh 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 Seventh 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
Seventh 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 Seventh 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 Seventh Issuer
Notes,
and, in the case of (b) above, where the relevant classes of the Class A
Seventh Issuer Notes are not all in the same currency, the Principal
Amount Outstanding of Class A Seventh Issuer Notes denominated in US$ 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;
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
40
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 (POUND), STERLING or POUNDS STERLING denotes the lawful currency for the
time being of the United Kingdom; $, US$, DOLLAR or USD denotes the
lawful currency for the time being of the United States of America and
[E], 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.
2.3 In this Seventh Issuer Master Definitions and Construction Schedule and
in any of the Transaction Documents in which this Seventh Issuer Master
Definitions and Construction Schedule is expressed to be incorporated or
to which this Seventh 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;
41
(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 Seventh Issuer Agreements that does
not appear in this Seventh 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 Seventh 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 Seventh Issuer Master Definitions and Construction Schedule shall
prevail.
3. GOVERNING LAW AND JURISDICTION
This Seventh 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.
42
SIGNATORIES
Signed for the purposes of identification by )
ALLEN & OVERY LLP )
Signed for the purposes of identification by )
SIDLEY AUSTIN BROWN & WOOD LLP )
43