Exhibit 10.5.2
EXECUTION COPY
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 (d) of the definition
thereof is the only event then continuing, the product of (i) the
total amount of the principal repayment obligations outstanding under
the relevant liquidity facilities divided by the total amount
available for drawing under such relevant liquidity facilities and
(ii) 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:
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(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 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,
[USD]75,000 plus integral multiples of [USD]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, [EURO]100,000 plus
integral multiples of [EURO]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
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case of the Series 1 Seventh Issuer Notes and the Series 2 Seventh Issuer
Notes must be higher than [USD]75,000, in the case of the Series 3 Seventh
Issuer Notes must be higher than [EURO]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;
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;
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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;
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
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"spot" rate at which Dollars are converted to Sterling or, as the case may
be, Sterling is converted to Dollars on the foreign exchange markets;
DOLLAR CURRENCY SWAP AGREEMENTS means the ISDA master agreements, schedules
and confirmations relating to the Dollar Currency Swaps to be entered into
on or before the 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 [EURO]10,000,000 (or, in the case of
the first Interest Period, a linear interpolation of such arithmetic
means for two-month and three-month euro deposits).
This will be determined by reference to the display as quoted on the
Moneyline Telerate Screen No. 248 or, if the Moneyline Telerate Screen
No. 248 stops providing these quotations, the replacement service for
the purposes of displaying this information will be used. If the
replacement service stops displaying the information, another page as
determined by the 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 3 Issuer Notes;
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(b) if, on any such Euro Interest Determination Date, the screen rate is
unavailable, the Agent Bank will:
(i) request the principal London office of each of the Reference
Banks to provide the Agent Bank with its offered quotation to
prime banks for euro deposits of the equivalent amount, and for
the relevant period, in the Euro-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;
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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;
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;
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(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;
(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;
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(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;
(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 Class A 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
and in the case of the Dollar Issuer Notes (other than the Series 1
Class A Seventh Issuer Notes) the linear interpolation of the
arithmetic mean of the offered quotations to leading banks for
two-month Dollar deposits and the arithmetic mean of the offered
quotations to leading banks for three-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
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(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-month Euro deposits and the arithmetic mean of the
offered quotations to prime banks for three-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
(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-month Sterling
deposits and the arithmetic mean of the offered quotations to leading
banks for three-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;
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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) ABN AMRO Bank N.V., London Branch;
(b) Lehman Brothers Inc.; and
(c) Morgan Stanley & Co. Incorporated;
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, Credit
Suisse First Boston (Europe) Limited, Deutsche Bank AG London, and Societe
Generale, London Branch;
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;
13
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).
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;
14
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;
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 17th 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;
15
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;
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, -0.04 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, 0.09 per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter 0.18 per cent. per annum;
(c) in respect of the Series 1 Class C Seventh Issuer Notes, 0.28 per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter 0.56 per cent. per annum;
(d) in respect of the Series 2 Class A Seventh Issuer Notes, 0.04 per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter 0.08 per cent. per annum;
(e) in respect of the Series 2 Class B Seventh Issuer Notes, 0.11 per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter 0.22 per cent. per annum;
(f) in respect of the Series 2 Class C Seventh Issuer Notes, 0.33 per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter 0.66 per cent. per annum;
(g) in respect of the Series 3 Class A Seventh Issuer Notes, 0.07 per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter 0.14 per cent. per annum;
(h) in respect of the Series 3 Class B Seventh Issuer Notes, 0.12 per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter 0.24 per cent. per annum;
16
(i) in respect of the Series 3 Class C Seventh Issuer Notes, 0.43 per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter 0.86 per cent. per annum;
(j) in respect of the Series 4 Class A Seventh Issuer Notes, 0.08 per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter 0.16 per cent. per annum;
(k) in respect of the Series 4 Class B Seventh Issuer Notes, 0.13 per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter 0.26 per cent. per annum;
(l) in respect of the Series 4 Class C Seventh Issuer Notes, 0.45 per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter 0.90 per cent. per annum; and
(m) in respect of the Series 5 Class A Seventh Issuer Notes, 0.10 per
cent. per annum up to and including the Interest Period ending in
December 2011 and thereafter 0.20 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);
17
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;
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;
18
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;
(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[USD]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[USD]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[USD]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[USD]1,400,000,000 series
2 class A asset backed floating rate notes due September 2014;
19
SERIES 2 CLASS B SEVENTH ISSUER NOTES means the US[USD]60,700,000 series 2
class B asset backed floating rate notes due June 2042;
SERIES 2 CLASS C SEVENTH ISSUER NOTES means the US[USD]59,200,000 series 2
class C asset backed floating rate notes due June 2042;
SERIES 3 CLASS A SEVENTH ISSUER NOTES means the [EURO]1,700,000,000 series
3 class A asset backed floating rate notes due September 2032;
SERIES 3 CLASS B SEVENTH ISSUER NOTES means the [EURO]73,700,000 series 3
class B asset backed floating rate notes due June 2042;
SERIES 3 CLASS C SEVENTH ISSUER NOTES means the [EURO]71,800,000 series 3
class C asset backed floating rate notes due June 2042;
SERIES 4 CLASS A SEVENTH ISSUER NOTES means the [GBP]850,000,000 series 4
class A asset backed floating rate notes due September 2032;
SERIES 4 CLASS B SEVENTH ISSUER NOTES means the [GBP]36,800,000 series 4
class B asset backed floating rate notes due June 2042;
SERIES 4 CLASS C SEVENTH ISSUER NOTES means the [GBP]35,900,000 series 4
class C asset backed floating rate notes due June 2042;
SERIES 5 CLASS A SEVENTH ISSUER NOTES means the [GBP]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;
20
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;
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;
21
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;
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;
22
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;
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
23
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 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;
24
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;
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;
25
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, 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
26
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;
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;
27
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;
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;
28
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;
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;
29
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 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:
30
(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 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;
31
SEVENTH ISSUER SERIES 1 TERM AA ADVANCE means the sub-loan of the Seventh
Issuer Term AA Advances in the amount of [GBP]22,699,000 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 [GBP]523,013,000 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 [GBP]22,071,000 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 [GBP]31,747,000 and
corresponding to the issue of the Series 2 Class B Seventh Issuer Notes;
SEVENTH ISSUER SERIES 2 TERM AAA ADVANCE means the sub-loan of the Seventh
Issuer Term AAA Advances in the amount of [GBP]732,218,000 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 [GBP]30,963,000 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 [GBP]51,296,000 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 [GBP]1,183,200,000 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 [GBP]49,973,000 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 [GBP]36,800,000 and
corresponding to the issue of the Series 4 Class B Seventh Issuer Notes;
32
SEVENTH ISSUER SERIES 4 TERM AAA ADVANCE means the sub-loan of the Seventh
Issuer Term AAA Advances in the amount of [GBP]850,000,000 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 [GBP]35,900,000 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 [GBP]500,000,000 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 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;
33
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;
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 Dates 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;
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(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;
SEVENTH ISSUER TRANSACTION ACCOUNT means the sterling account in the name
of the Seventh Issuer (account number 06000179, 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;
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STERLING 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 5 Class A Definitive Seventh Issuer Notes;
STERLING GLOBAL SEVENTH ISSUER NOTES means the Series 4 Class A Global
Seventh Issuer Notes, the Series 4 Class B Global Seventh Issuer Notes,
Series 4 Class C Global Seventh Issuer Notes and the Series 5 Class A
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 of
the arithmetic mean of such offered quotations for two-month and
three-month sterling deposits (rounded upwards, if necessary, to five
decimal places)).
This will be determined by reference to the display as quoted on the
Moneyline Telerate Screen No. 3750 or, if the Moneyline Telerate
Screen No. 3750 stops providing these quotations, the replacement
service for the purposes of displaying this information will be used.
If the replacement service stops displaying the information, another
page as determined by the 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
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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 17th March, 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;
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
37
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;
(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;
38
(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;
(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;
39
UNDERWRITERS means ABN AMRO Bank N.V., London Branch, Lehman Brothers Inc.,
Morgan Stanley & Co Incorporated, Credit Suisse First Boston (Europe)
Limited, Deutsche Bank Securities Inc. and Societe Generale, London Branch;
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 17th March, 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;
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,
40
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[USD] or euro shall be the equivalent in sterling at the currency
Swap Rate;
DISPOSAL shall be construed as any sale, lease, transfer, conveyance,
assignment, assignation, licence, sub-licence or other disposal and
DISPOSE shall be construed accordingly;
a GUARANTEE means any guarantee, bond, indemnity, letter of credit,
third party security or other legally binding assurance against
financial loss granted by one person in respect of any indebtedness of
another person, or any agreement to assume any indebtedness of any
other person or to supply funds or to invest in any manner whatsoever
in such other person by reason of, or otherwise in relation to,
indebtedness of such other person;
HOLDING COMPANY means a holding company within the meaning of section
736 of the Companies Act 1985;
INDEBTEDNESS shall be construed so as to include any obligation
(whether incurred as principal or as surety) for the payment or
repayment of money, whether present or future, actual or contingent;
a MONTH is a reference to a period starting on one day in a calendar
month and ending on the numerically corresponding day in the next
calendar month save that, where any such period would otherwise end on
a day which is not a Business Day, it shall end on the next Business
Day, unless that day falls in the calendar month succeeding that in
which it would otherwise have ended, in which case it shall end on the
preceding Business Day Provided that, if a period starts on the last
Business Day in a calendar month or if there is no numerically
corresponding day in the month in which that period ends, that period
shall end on the last Business Day in that later month (and references
to MONTHS shall be construed accordingly);
PARTY shall be construed as a party to a particular agreement, as the
case may be;
SUBSIDIARY means, (a) a subsidiary within the meaning of section 736
of the Companies Act 1985, and (b) unless the context requires
otherwise, a subsidiary undertaking within the meaning of section 258
of the Companies Act 1985;
VAT means value added tax imposed by the United Kingdom as referred to
in the Value Added Tax Act 1994 and legislation (whether delegated or
otherwise) replacing the same or supplemental thereto or in any
primary or subordinate legislation promulgated by the European Union
or any official body or agency thereof, and any similar turnover tax
replacing or introduced in addition to any of the same;
a WHOLLY-OWNED SUBSIDIARY of a company or corporation shall be
construed as a reference to any company or corporation which has no
other members except that other company or corporation and that other
company's or corporation's wholly-owned subsidiaries or persons acting
on behalf of that other company or corporation or its wholly-owned
subsidiaries; and
the WINDING-UP, DISSOLUTION or ADMINISTRATION of a company or
corporation shall be construed so as to include any equivalent or
analogous proceedings under the law of the jurisdiction in which such
company or corporation is incorporated or any jurisdiction in which
such company or corporation carries on business including the seeking
of liquidation, winding-up, bankruptcy, reorganisation, dissolution,
administration, arrangement, adjustment, protection or relief of
debtors.
41
2.2 [GBP], STERLING or POUNDS STERLING denotes the lawful currency for the time
being of the United Kingdom; [USD], US[USD], DOLLAR or USD denotes the
lawful currency for the time being of the United States of America and
[EURO], 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;
(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.
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SIGNATORIES
Signed for the purposes of identification by )
ALLEN & OVERY LLP )
Signed for the purposes of identification by )
SIDLEY AUSTIN BROWN & WOOD LLP )
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