DRAFT PF8 SERIES 1 CLASS [A/B/C] SCHEDULE
EXHIBIT 10.2.3
SERIES 1 CLASS [A/B/C]
SCHEDULE
TO THE
MASTER AGREEMENT
dated as of [*] June 2005
between
(1) UBS Limited ("PARTY A");
(2) PERMANENT FINANCING (NO. 8) PLC ("PARTY B"); and
(3) THE BANK OF NEW YORK (the "SECURITY TRUSTEE", which expression will
include its successors and assigns and which has agreed to become a
party to this Agreement solely for the purpose of taking the benefit
of Parts 5(b) and 5(l) of this Schedule and assuming the obligations
under the final paragraph of Part 5(f) of this Schedule).
Part 1. TERMINATION PROVISIONS
(a) "SPECIFIED ENTITY" means in relation to Party A for the purpose of:-
Section 5(a)(v), none
Section 5(a)(vi), none
Section 5(a)(vii), none
Section 5(b)(iv), none
and in relation to Party B for the purpose of:-
Section 5(a)(v), none
Section 5(a)(vi), none
Section 5(a)(vii), none
Section 5(b)(iv), none
(b) "SPECIFIED TRANSACTION" will have the meaning specified in Section 14
of this Agreement.
(c) The "CROSS DEFAULT" provisions of Section 5(a)(vi), will not apply to
Party A and will not apply to Party B.
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(d) The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will not
apply to Party A and will not apply to Party B.
(e) The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not
apply to Party A and will not apply to Party B.
(f) PAYMENTS ON EARLY TERMINATION. For the purposes of Section 6(e) of
this Agreement:-
(i) Market Quotation will apply.
(ii) The Second Method will apply.
(g) "TERMINATION CURRENCY" means Sterling.
(h) "ADDITIONAL TERMINATION EVENT" will apply. In addition to the
Additional Termination Events set forth in Parts 5(f)(iv) and
5(f)(viii) of this Schedule, the following will each constitute an
Additional Termination Event:
(i) The Additional Tax Representation (as defined in Part 2(b) of
this Schedule), proves to have been incorrect or misleading in
any material respect with respect to one or more Transactions
(each an "AFFECTED TRANSACTION" for the purpose of this
Additional Termination Event) when made or repeated or deemed
to have been made or repeated. For the purpose of the
foregoing Termination Event, the Affected Party will be
Party A only.
(ii) A redemption or purchase of the Series 1 Class [A/B/C] Eighth
Issuer Notes occurs pursuant to Condition 5(F) (redemption or
purchase following a regulatory event) of the terms and
conditions thereof. For the purpose of the foregoing
Termination Event: (A) for the purpose of Section 6(b)(iv),
both parties will be Affected Parties; and (B) for the purpose
of Section 6(e), the Affected Party will be Party B only.
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Part 2. TAX REPRESENTATIONS
(a) PAYER REPRESENTATIONS. For the purpose of Section 3(e) of this
Agreement, Party A and Party B each make the following representation:
It is not required by any applicable law, as modified by the practice
of any relevant governmental revenue authority, of any Relevant
Jurisdiction to make any deduction or withholding for or on account of
any Tax from any payment (other than interest under Section2(e),
6(d)(ii) or 6(e) of this Agreement) to be made by it to the other
party under this Agreement. In making this representation, it may
rely on (i) the accuracy of any representations made by the other
party pursuant to Section 3(f) of this Agreement, (ii) the
satisfaction of the agreement contained in Section 4(a)(i) or
4(a)(iii) of this Agreement and the accuracy and effectiveness of any
document provided by the other party pursuant to Section 4(a)(i) or
4(a)(iii) of this Agreement and (iii) the satisfaction of the
agreement of the other party contained in Section 4(d) of this
Agreement, except that it will not be a breach of this representation
where reliance is placed on clause (ii) and the other party does not
deliver a form or document under Section 4(a)(iii) by reason of
material prejudice to its legal or commercial position.
(b) PAYEE REPRESENTATIONS. For the purpose of Section 3(f) of the
Agreement, Party A makes the following representation (the "ADDITIONAL
TAX REPRESENTATION"):
(i) it is a party to each Transaction solely for the purposes of a
trade (or part of a trade) carried on by it in the United
Kingdom through a branch or agency or permanent
establishment; or
(ii) it is resident for tax purposes in the United Kingdom or in a
jurisdiction with which the United Kingdom has a double tax
treaty which makes provision, whether for relief or otherwise,
in relation to interest.
For the purpose of Section 3(f) of the Agreement, Party B does not
make any representation.
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Part 3. AGREEMENT TO DELIVER DOCUMENTS
For the purpose of Sections 4(a)(i) and 4(a)(ii) of this Agreement, each party
agrees to deliver the following documents, as applicable:
(a) Tax forms, documents or certificates to be delivered are: none
(b) Other documents to be delivered are:
PARTY REQUIRED COVERED BY
TO DELIVER FORM/DOCUMENT/ DATE BY WHICH SECTION 3(D)
DOCUMENT CERTIFICATE TO BE DELIVERED REPRESENTATION
Party A and Appropriate evidence On signing of Yes
Party B of its signatory's this Agreement
authority
Party B Certified copy of On signing of Yes
board resolution this Agreement
and constitutional
documents
Party A Legal opinion in On signing of No
form and substance this Agreement
satisfactory to
Party B
Party B Legal opinions from On signing of No
Allen & Overy LLP this Agreement
Party A Credit Support On signing of Yes
Document in respect this Agreement
of Party A specified
in Part 4(f) of this
Schedule
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Part 4. MISCELLANEOUS
(a) ADDRESSES FOR NOTICES.
Notwithstanding the terms of Section 12(a) of this Agreement, notices
and other communications under Section 5 or 6 of this Agreement may be
given by facsimile transmission to the relevant facsimile number
specified below.
Address for notices or communications to Party A:
Address: UBS Limited, 100 Liverpool Street, London EC2M 2RH
Attention: Credit Risk Management - Documentation Unit/Legal
Facsimile No.: Facsimile no: 44 20 7567 4406 / +44 20 7568 9247
Telephone no: +44 20 7567 8000
For confirmations, reset notices, payment notices etc:
For notices regarding operation, payment and confirmation matters
only, notices should be sent to the address of the relevant branch set
out in the relevant Confirmation (as may be amended from time to time).
For all other matters:
Attention: Credit Risk Management - Documentation Unit/Legal
Facsimile no: +44 20 7567 4406 / +44 20 7568 9247
Telephone no: +44 20 7567 8000.
Address for notices or communications to Party B:
Address: Blackwell House
Guildhall Yard
London
EC2V 5AE
Attention: The Secretary
Facsimile No.: 020 7566 0975
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With a copy to: (i) HBOS Treasury Services plc
Address: 33 Old Broad Street
London
EC2N 1HZ
Attention: Head of Capital Markets and Securitisation
Facsimile No.: 020 7574 8784
(ii) the Security Trustee:
Address: The Bank of New York
One Canada Square
London
E14 5AL
Attention: Global Structured Finance - Corporate Trust
Facsimile No.: 020 7964 6061/6399
(b) PROCESS AGENT. For the purpose of Section13(c) of this Agreement:
Party A appoints as its Process Agent: None.
Party B appoints as its Process Agent: None.
(c) OFFICES. The provisions of Section 10(a) will apply to this Agreement.
(d) MULTIBRANCH PARTY. For the purpose of Section10(c) of this Agreement:
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
(e) CALCULATION AGENT. The Calculation Agent is Party A.
(f) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:
In respect of Party A: The Guarantee of UBS AG dated 23 January 2003
and the Credit Support Annex dated the date hereof between Party A and
Party B.
In respect of Party B: None.
(g) CREDIT SUPPORT PROVIDER. Credit Support Provider means in relation to
Party A, UBS AG.
Credit Support Provider means in relation to Party B, none.
(h) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with English law.
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(i) NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this
Agreement will apply to Transactions entered into under this Agreement
unless otherwise specified in a Confirmation.
(j) "AFFILIATE" will have the meaning specified in Section14 of this
Agreement.
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Part 5. OTHER PROVISIONS
(a) NO SET-OFF
(i) All payments under this Agreement will be made without set-off
or counterclaim, except as expressly provided for in Section 6.
(ii) Section 6(e) will be amended by the deletion of the following
sentence:
"The amount, if any, payable in respect of an Early Termination
Date and determined pursuant to this Section will be subject to
any Set-off."
(b) SECURITY INTEREST
Notwithstanding Section7, Party A hereby agrees and consents to the assignment
by way of security by Party B of its interests under this Agreement (without
prejudice to, and after giving effect to, any contractual netting provision
contained in this Agreement) to the Security Trustee (or any successor thereto)
pursuant to and in accordance with the Eighth Issuer Deed of Charge and
acknowledges notice of such assignment, provided that Party A shall not be
obliged to pay any greater amounts and shall not receive less as a result of
such transfer or assignment than would have been the case if such transfer or
assignment had not taken place and shall not incur any costs, expenses or
liabilities in respect of any such transfer or assignment. Each of the parties
hereby confirms and agrees that the Security Trustee will not be liable for any
of the obligations of Party B hereunder.
Any payments made on behalf of Party B by the Security Trustee in accordance
with this Agreement will be deemed to be payments made by Party B, and payments
made by Party A to the Security Trustee will satisfy the related Party A
payment obligations to Party B.
(c) DISAPPLICATION OF CERTAIN EVENTS OF DEFAULT
Section 5(a)(ii), Section 5(a)(iii), Section 5(a)(iv), Section 5(a)(v), Section
5(a)(vii)(2), (6), (7) and (9) and Section 5(a)(viii) will not apply in respect
of Party B.
Section 5(a)(vii)(8) will not apply in respect of Party B to the extent that it
applies to Section 5(a)(vii)(2), (6), (7) and (9).
(d) DISAPPLICATION OF CERTAIN TERMINATION EVENTS
The "Tax Event Upon Merger" provision of Section 5(b)(iii) will not apply to
Party A or to Party B.
The "Tax Event" provision of Section 5(b)(ii) will not apply to Party B and
will apply to Party A, provided that:
(i) the application and interpretation of Section 5(b)(ii) shall be
restricted to a Change in Tax Law, as defined below; and
(ii) Party A will only be entitled to designate an Early Termination
Date in respect of a Transaction on the basis of a Tax Event
affecting that Transaction if it obtains the prior consent of
the Security Trustee. Such consent shall be given where Party
A has provided the Security Trustee with (1) a certificate
signed by two authorised signatories
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of Party A stating that a Change in Tax Law has occurred and
identifying such Change in Tax Law, and (2) an opinion in form
and substance satisfactory to the Security Trustee of
independent legal advisers of recognised standing to the effect
that Party A has been or will be required to pay a Gross-Up
Amount (or, as the case may be, a Liability Amount) under
Section 2(d) as a result of such Change in Tax Law.
For these purposes "Change in Tax Law" means any enactment,
promulgation, execution or ratification of, or any change in or
amendment to, any law that occurs on or after the date on which the
relevant Transaction is entered into.
(e) ADDITIONAL EVENT OF DEFAULT
The following will constitute an additional Event of Default with respect to
Party B:
"NOTE ACCELERATION NOTICE. A Note Acceleration Notice is served on Party B in
relation to the Series 1 Class [A/B/C] Eighth Issuer Notes."
(f) RATINGS EVENT
(i) If the short-term, unsecured and unsubordinated debt
obligations of the Credit Support Provider of Party A cease to
be rated at least as high as ["A-1+"] by Standard & Poor's
Rating Services, a division of The McGraw- Hill Companies, Inc.
("S&P") and, as a result of such cessation, the then current
rating of the Series 1 Class [A/B/C] Eighth Issuer Notes is
downgraded or placed under review for possible downgrade by S&P
(an " INITIAL S&P RATING EVENT"), then Party A will at its own
cost either:
(A) within 10 days of an Initital S&P Rating Event provide
collateral in the form of cash or securities or both
in support of its obligations under this Agreement in
accordance with the provisions of the Credit Support
Annex; or
within 30 days of the occurrence of such Initial S&P Rating
Event:
(B) transfer all of its rights and obligations with respect
to this Agreement to a replacement third party
satisfactory to the Security Trustee (whose consent
will be given if S&P confirms that such transfer would
maintain the rating of the Series 1 Class [A/B/C]
Eighth Issuer Notes by S&P at, or restore the rating of
the Series 1 Class [A/B/C] Eighth Issuer Notes by S&P
to, the level it would have been at immediately prior
to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with
respect to this Agreement from a third party
satisfactory to the Security Trustee (whose consent
will be given if S&P confirms that such guarantee would
maintain the rating of the Series 1 Class [A/B/C]
Eighth Issuer Notes at, or restore the rating of the
Series 1 Class [A/B/C] Eighth Issuer Notes to, the
level it would have been at immediately prior to such
Initial S&P Rating Event); or
(D) take such other action as Party A may agree with S&P as
will result in the rating of the Series 1 Class
[A/B/C] Eighth Issuer Notes following the taking of
such action being maintained at, or restored to, the
level it would have been at immediately prior to such
Initial S&P Rating Event.
If any of paragraphs (i)(B), (i)(C) or (i)(D) above are
satisfied at any time, all collateral (or the equivalent
thereof, as appropriate) transferred by Party A pursuant to
paragraph
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(i)(A) above will be transferred to Party A and Party A will
not be required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt
obligations of the Credit Support Provider of Party A cease to
be rated at least as high as ["A-3"] by S&P and, as a result of
such downgrade, the then current rating of the Series 1 Class
[A/B/C] Eighth Issuer Notes may in the reasonable opinion of
S&P be downgraded or placed under review for possible downgrade
(such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A
will, within 10 days of the occurrence of such Subsequent S&P
Rating Event, at its own cost either:
(A) transfer all of its rights and obligations with respect
to this Agreement to a replacement third party
satisfactory to the Security Trustee (whose consent
will be given if S&P confirms that such transfer would
maintain the rating of the Series 1 Class [A/B/C]
Eighth Issuer Notes by S&P at, or restore the rating of
the Series 1 Class [A/B/C] Eighth Issuer Notes by S&P
to, the level it would have been at immediately prior
to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as
will result in the rating of the Series 1 Class [A/B/C]
Eighth Issuer Notes following the taking of such action
being maintained at, or restored to, the level it would
have been at immediately prior to such Subsequent S&P
Rating Event; or
(C) obtain a guarantee of its rights and obligations with
respect to this Agreement from a third party
satisfactory to the Security Trustee (whose consent
will be given if S&P confirms that such guarantee would
maintain the rating of the Series 1 Class [A/B/C]
Eighth Issuer Notes at, or restore the rating of the
Series 1 Class [A/B/C] Eighth Issuer Notes to, the
level it would have been at immediately prior to such
Subsequent S&P Rating Event),
and, if, at the time a Subsequent S&P Rating Event occurs,
Party A has provided collateral pursuant to a mark-to-market
collateral arrangement put in place pursuant to paragraph
(i)(A) above following an Initial S&P Rating Event, it will
continue to post collateral notwithstanding the occurrence of a
Subsequent S&P Rating Event until such time as any of
paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been
satisfied.
If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are
satisfied at any time, all collateral (or the equivalent
thereof, as appropriate) transferred by Party A pursuant to
paragraph (i)(A) above will be transferred to Party A and Party
A will not be required to transfer any additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt
obligations of the Credit Support Provider of Party A
cease to be rated at least as high as ["A1"] (or its
equivalent) by Moody's; or
(B) the short-term, unsecured and unsubordinated debt
obligations of the Credit Support Provider of Party A
cease to be rated at least as high as ["Prime-1"] (or
its equivalent) by Moody's,
(such cessation being an "INITIAL MOODY'S RATING EVENT"), then
Party A will at its own cost either:
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(1) within 10 days of an Initial Moody's Rating Event
provide collateral in the form of cash or securities or
both in support of its obligations under this Agreement
in accordance with the provisions of the Credit Support
Annex; or
within 30 days of the occurrence of such Initial Moody's Rating
Event:
(2) transfer all of its rights and obligations with respect
to this Agreement to either (x) a replacement third
party with the Required Ratings (as defined below)
domiciled in the same legal jurisdiction as Party A or
Party B, or (y) a replacement third party as Party A
may agree with Moody's;
(3) procure another person to become co-obligor or
guarantor in respect of the obligations of Party A
under this Agreement, which co- obligor or guarantor
may be either (x) a person with the Required Ratings
(as defined below) domiciled in the same legal
jurisdiction as Party A or Party B, or (y) such other
person as Party A may agree with Moody's; or
(4) take such other action as Party A may agree with
Moody's.
If any of paragraphs (iii)(2), (iii)(3) or (iii)(4) above are
satisfied at any time, all collateral (or the equivalent
thereof, as appropriate) transferred by Party A pursuant to
paragraph (iii)(1) above will be transferred to Party A and
Party A will not be required to transfer any additional
collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt
obligations of the Credit Support Provider of Party A
cease to be rated as high as ["A3"] (or its equivalent)
by Moody's; or
(B) the short-term, unsecured and unsubordinated debt
obligations of the Credit Support Provider of Party A
cease to be rated as high as ["Prime-2"] (or its
equivalent) by Moody's,
(such cessation being a "SUBSEQUENT MOODY'S RATING EVENT"),
then Party A will:
(1) on a reasonable efforts basis, as soon as reasonably
practicable after the occurrence of such Subsequent
Moody's Rating Event, at its own cost, either:
(aa) transfer all of its rights and obligations with
respect to this Agreement to either (x) a
replacement third party with the Required
Ratings (as defined below) domiciled in the
same legal jurisdiction as Party A or Party B,
or (y) a replacement third party as Party A may
agree with Moody's;
(bb) procure another person to become co-obligor or
guarantor in respect of the obligations of
Party A under this Agreement, which co-obligor
or guarantor may be either (x) a person with
the Required Ratings (as defined below)
domiciled in the same legal jurisdiction as
Party A or Party B, or (y) such other person as
Party A may agree with Moody's; or
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(cc) take such other action as Party A may agree
with Moody's; and
(2) provide collateral in the form of cash or securities or
both in support of its obligations under this Agreement
in accordance with the provisions of the Credit Support
Annex.
If any of paragraphs (iv)(1)(aa), (bb) or (cc) above are
satisfied at any time, all collateral (or the equivalent
thereof, as appropriate) transferred by Party A pursuant to
paragraph (iv)(2) above will be transferred to Party A and
Party A will not be required to transfer any additional
collateral.
For the purposes of paragraphs (iii) and (iv) of this Part
5(f), "REQUIRED RATINGS" means, in respect of the relevant
entity, its short-term, unsecured and unsubordinated debt
obligations are rated at least as high as ["Prime-1"] and its
long-term, unsecured and unsubordinated debt obligations are
rated at least as high as ["A1"], or such other ratings as may
be agreed with Moody's from time to time.
In relation to paragraphs (iii)(4) and (iv)(2) above, Party A
will, upon receipt of reasonable notice from Moody's
demonstrate to Moody's the calculation by Party A of the
mark-to-market value of the outstanding Transactions. In
relation to paragraph (iv)(2) above, Party A will, at its own
cost, on receipt of reasonable notice from Moody's (which, for
the avoidance of doubt, will be no less than 30 days) arrange a
third party valuation of the mark-to-market value of the
outstanding Transactions.
(v) If either the long-term, unsecured and unsubordinated debt
obligations of the Credit Support Provider of Party A cease to
be rated at least as high as ["A+"] (or its equivalent) by
Fitch Ratings Ltd ("FITCH") or the short-term, unsecured and
unsubordinated debt obligations of the Credit Support Provider
of Party A cease to be rated at least as high as ["F1"] (or its
equivalent) by Fitch and, as a result of such cessation, the
then current rating of the Series 1 Class [A/B/C] Eighth Issuer
Notes is downgraded or placed under review for possible
downgrade by Fitch (an "INITIAL FITCH RATING EVENT") then Party
A will, at its own cost, either:
(A) within 10 days of an Initial Fitch Rating Event provide
collateral in the form of cash or securities or both
in support of its obligations under this Agreement in
accordance with the provisions of the Credit Support
Annex; or
on a reasonable efforts basis within 30 days of the occurrence
of such Initial Fitch Rating Event:
(B) transfer all of its rights and obligations with respect
to this Agreement to a replacement third party
satisfactory to the Security Trustee (whose consent
will be given if Fitch confirms that such transfer
would maintain the rating of the Series 1 Class [A/B/C]
Eighth Issuer Notes by Fitch at, or restore the rating
of the Series 1 Class [A/B/C] Eighth Issuer Notes by
Fitch to, the level it would have been at immediately
prior to such Initial Fitch Rating Event);
(C) obtain a guarantee of its rights and obligations with
respect to this Agreement from a third party
satisfactory to the Security Trustee (whose consent
will be given if Fitch confirms that such guarantee
would maintain the rating of the Series 1 Class [A/B/C]
Eighth Issuer Notes at, or restore the rating of the
Series 1 Class [A/B/C] Eighth Issuer Notes to, the
level it would have been at immediately prior to such
Initial Fitch Rating Event); or
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(D) take such other action as Party A may agree with Fitch
as will result in the rating of the Series 1 Class
[A/B/C] Eighth Issuer Notes following the taking of
such action being maintained at, or restored to, the
level it would have been at immediately prior to such
Initial Fitch Rating Event.
If any of paragraphs (v)(B), (v)(C) or (v)(D) above are
satisfied at any time, all collateral (or the equivalent
thereof, as appropriate) transferred by Party A pursuant to
paragraph (v)(A) above will be transferred to Party A and Party
A will not be required to transfer any additional collateral.
(vi) If either the long-term, unsecured and unsubordinated debt
obligations of the Credit Support Provider of Party A cease to
be rated at least as high as ["BBB+"] (or its equivalent) by
Fitch or the short-term, unsecured and unsubordinated debt
obligations of the Credit Support Provider of Party A cease to
be rated at least as high as ["F2"] (or its equivalent) by
Fitch and, as a result of such cessation, the then current
rating of the Series 1 Class [A/B/C] Eighth Issuer Notes is
downgraded or placed under review for possible downgrade by
Fitch (a "FIRST SUBSEQUENT FITCH RATING EVENT") then Party A
will either:
(A) within 10 days of a First Subsequent Fitch Rating Event
provide collateral in the form of cash or securities in
support of its obligations under this Agreement in
accordance with the provisions of the Credit Support
Annex; or
(B) on a reasonable efforts basis within 30 days of the
occurrence of such First Subsequent Fitch Rating Event,
at its own cost, attempt either to:
(1) transfer all of its rights and obligations with respect
to this Agreement to a replacement third party
satisfactory to the Security Trustee (whose consent
will be given if Fitch confirms that such transfer
would maintain the rating of the Series 1 Class [A/B/C]
Eighth Issuer Notes by Fitch at, or restore the rating
of the Series 1 Class [A/B/C] Eighth Issuer Notes by
Fitch to, the level it would have been at immediately
prior to such First Subsequent Fitch Rating Event);
(2) obtain a guarantee of its rights and obligations with
respect to this Agreement from a third party
satisfactory to the Security Trustee (whose consent
will be given if Fitch confirms that such guarantee
would maintain the rating of the Series 1 Class [A/B/C]
Eighth Issuer Notes at, or restore the rating of the
Series 1 Class [A/B/C] Eighth Issuer Notes to, the
level it would have been at immediately prior to such
First Subsequent Fitch Rating Event); or
(3) take such other action as Party A may agree with Fitch
as will result in the rating of the Series 1 Class
[A/B/C] Eighth Issuer Notes following the taking of
such action being maintained at, or restored to, the
level it would have been at immediately prior to such
First Subsequent Fitch Rating Event.
If any of paragraphs (vi)(B)(1), (2) or (3) above are satisfied
at any time, all collateral (or the equivalent thereof, as
appropriate) transferred by Party A pursuant to a
mark-to-market collateral agreement put in place in accordance
with paragraph (v)(A) above or
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paragraph (vi)(A) will be transferred to Party A and Party A
will not be required to transfer any additional collateral.
(vii) If either the long-term, unsecured and unsubordinated debt
obligations of the Credit Support Provider of Party A cease to
be rated at least as high as ["BBB"] (or its equivalent) by
Fitch or the short-term, unsecured and unsubordinated debt
obligations of the Credit Support Provider of Party A cease to
be rated at least as high as ["F3"] (or its equivalent) by
Fitch and, as a result of such cessation, the then current
rating of the Series 1 Class [A/B/C] Eighth Issuer Notes is
downgraded or placed under review for possible downgrade by
Fitch (a "SECOND SUBSEQUENT FITCH RATING EVENT") then Party A
will, on a reasonable efforts basis within 30 days of the
occurrence of such Second Subsequent Fitch Rating Event, at its
own cost, attempt either to:
(A) transfer all of its rights and obligations with respect
to this Agreement to a replacement third party
satisfactory to the Security Trustee (whose consent
will be given if Fitch confirms that such transfer
would maintain the rating of the Series 1 Class [A/B/C]
Eighth Issuer Notes by Fitch at, or restore the rating
of the Series 1 Class [A/B/C] Eighth Issuer Notes by
Fitch to, the level it would have been at immediately
prior to such Second Subsequent Fitch Rating Event);
(B) obtain a guarantee of its rights and obligations with
respect to this Agreement from a third party
satisfactory to the Security Trustee (whose consent
will be given if Fitch confirms that such guarantee
would maintain the rating of the Series 1 Class [A/B/C]
Eighth Issuer Notes at, or restore the rating of the
Series 1 Class [A/B/C] Eighth Issuer Notes to, the
level it would have been at immediately prior to such
Second Subsequent Fitch Rating Event); or
(C) take such other action as Party A may agree with Fitch
as will result in the rating of the Series 1 Class
[A/B/C] Eighth Issuer Notes following the taking of
such action being maintained at, or restored to, the
level it would have been at immediately prior to such
Second Subsequent Fitch Rating Event.
Pending compliance with any of paragraphs (vii)(A), (B) or (C)
above, Party A will provide collateral in the form of cash or
securities or both in support of its obligations under this
Agreement in accordance with the provisions of the Credit
Support Annex (provided that the mark-to-market calculations
and the correct and timely posting of collateral thereunder are
verified by an independent third party (with the costs of such
independent verification being borne by Party A)). If any of
paragraphs (vii)(A), (B) or (C) above are satisfied at any
time, all collateral (or the equivalent thereof, as
appropriate) transferred by Party A under such a mark-to-market
collateral agreement will be transferred to Party A and Party A
will not be required to transfer any additional collateral.
(viii) (A) If Party A does not take any of the measures described
in paragraph (i) above, such failure will not be or
give rise to an Event of Default but will constitute an
Additional Termination Event with respect to Party A
which will be deemed to have occurred on the thirtieth
day following the Initial S&P Rating Event with Party A
as the sole Affected Party and all Transactions as
Affected Transactions.
32
(B) If, at the time a Subsequent S&P Rating Event occurs,
Party A has provided collateral pursuant to paragraph
(i)(A) above and fails to continue to post collateral
pending compliance with any of paragraphs (ii)(A),
(ii)(B) or (ii)(C) above, such failure will not be or
give rise to an Event of Default but will constitute an
Additional Termination Event with respect to Party A
and will be deemed to have occurred on the later of the
tenth day following such Subsequent S&P Rating Event
and the thirtieth day following the Initial S&P Rating
Event with Party A as the sole Affected Party and all
Transactions as Affected Transactions. Further, it
will constitute an Additional Termination Event with
respect to Party A if, even if it is posting collateral
as required by paragraph (ii) above and notwithstanding
Section 5(a)(ii), Party A does not take any of the
measures described in paragraphs (ii)(A), (ii)(B) or
(ii)(C) above. Such Additional Termination Event will
be deemed to have occurred on the tenth day following
the Subsequent S&P Rating Event with Party A as the
sole Affected Party and all Transactions as Affected
Transactions.
(C) If Party A does not take any of the measures described
in paragraph (iii)(1), (2), (3) or (4) above, such
failure will not be or give rise to an Event of Default
but will constitute an Additional Termination Event
with respect to Party A and will be deemed to have
occurred on the thirtieth day following the occurrence
of such Initial Moody's Rating Event with Party A as
the sole Affected Party and all Transactions as
Affected Transactions.
(D) If Party A does not take the measures described in
paragraph (iv)(2) above, such failure will give rise
to an Event of Default with respect to Party A and will
be deemed to have occurred on the thirtieth day
following such Subsequent Moody's Rating Event (or, if
Party A has provided collateral in accordance with the
requirements of paragraph (iii)(4) above, such Event of
Default will be deemed to have occurred on the tenth
day following such Subsequent Moody's Rating Event)
with Party A as the Defaulting Party. Further, it will
constitute an Additional Termination Event with respect
to Party A if, even after satisfying the requirements
of paragraph (iv)(2) above, and notwithstanding Section
5(a)(ii), Party A has failed, having applied reasonable
efforts, to either transfer as described in paragraph
(iv)(1)(aa), find a co-obligor or guarantor as
described in paragraph (iv)(1)(bb) or take such other
action as described in paragraph (iv)(1)(cc). Such
Additional Termination Event will be deemed to have
occurred on the thirtieth day after receiving notice of
failure to use reasonable efforts with Party A as the
sole Affected Party and all Transactions as Affected
Transactions.
(E) If Party A does not take the measures described in
paragraph (v) above, such failure will not be or give
rise to an Event of Default but will constitute an
Additional Termination Event with respect to Party A
which will be deemed to have occurred on the thirtieth
day following the Initial Fitch Rating Event with Party
A as the sole Affected Party and all Transactions as
Affected Transactions.
(F) If Party A does not take the measures described in
paragraph (vi) above, such failure will not be or give
rise to an Event of Default but will constitute an
Additional Termination Event with respect to Party A
which will be deemed to have occurred on the thirtieth
day following the First Subsequent Fitch Rating Event
with Party A as the sole Affected Party and all
Transactions as Affected Transactions.
33
(G) If Party A does not, pending compliance with any of
paragraphs (vii)(A), (B) or (C), continue to comply
with the terms of the Credit Support Annex, such
failure will give rise to an Event of Default with
respect to Party A and will be deemed to have occurred
on the tenth day following such Second Subsequent Fitch
Rating Event with Party A as the Defaulting Party.
Further, it will constitute an Additional Termination
Event with respect to Party A if, even after satisfying
the above requirements, Party A has failed, within 30
days following such Second Subsequent Fitch Rating
Event, to either transfer as described in paragraph
(vii)(A), find a guarantor as described in paragraph
(vii)(B) or take such other action as described in
paragraph (vii)(C). Such Additional Termination Event
will be deemed to have occurred on the thirtieth day
following such Second Subsequent Fitch Rating Event
with Party A as the sole Affected Party and all
Transactions as Affected Transactions.
(H) In the event that Party B were to designate an Early
Termination Date and there would be a payment due to
Party A, Party B may only designate such an Early
Termination Date in respect of an Additional
Termination Event under this Part 5(f) if Party B has
found a replacement counterparty willing to enter into
a new transaction on terms that reflect as closely as
reasonably possible, as determined by Party B in its
sole and absolute discretion, the economic, legal and
credit terms of the Terminated Transactions with Party
A, and Party B has acquired the Security Trustee's
prior written consent.
Each of Party B and the Security Trustee will use their reasonable endeavours
to co-operate with Party A in entering into such documents as may reasonably be
requested by Party A in connection with the provision of such collateral.
(g) TRANSFER POLICY
Section 7 of this Agreement will not apply to Party A, who will be required to
comply with, and will be bound by, the following:
Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may
transfer all (but not part only) of its interests and obligations in and under
this Agreement to any of its Affiliates or, with the prior written consent of
Party B, such consent not to be unreasonably withheld, to any other entity
(each such Affiliate or entity a "TRANSFEREE") upon providing five Business
Days' prior written notice to the Note Trustee, provided that:
(i) the Transferee's short-term, unsecured and unsubordinated debt
obligations are then rated not less than ["A-1+"] by S&P,
["Prime-1"] by Moody's and ["F1"] by Fitch and its long-term,
unsecured and unsubordinated debt obligations are then rated
not less than ["AA-"] by S&P, ["A1"] by Moody's and ["A+"] by
Fitch (or its equivalent by any substitute rating agency) or
such Transferee's obligations under this Agreement are
guaranteed by an entity whose short-term, unsecured and
unsubordinated debt obligations are then rated not less than
["A-1+"] by S&P, ["Prime-1"] by Moody's and ["F1"] by Fitch
and whose long-term, unsecured and unsubordinated debt
obligations are then rated not less than ["AA-"] by S&P, ["A1"]
by Moody's and ["A+"] by Fitch (or its equivalent by any
substitute rating agency);
(ii) the Rating Agencies have confirmed that the transfer will not
result in the then current rating of the Series 1 Class [A/B/C]
Eighth Issuer Notes being downgraded;
34
(iii) the Transferee will not, as a result of such transfer, be
required on the next succeeding Scheduled Payment Date to
withhold or deduct on account of any Tax (except in respect of
default interest) amounts in excess of that which Party A
would, on the next succeeding Scheduled Payment Date have been
required to so withhold or deduct unless the Transferee would
be required to make additional payments pursuant to Section
2(d)(i)(4) corresponding to such excess;
(iv) a Termination Event or Event of Default does not occur as a
result of such transfer;
(v) no additional amount will be payable by Party B to Party A or
the Transferee on the next succeeding Scheduled Payment Date as
a result of such transfer; and
(vi) the Transferee confirms in writing that it will accept all of
the interests and obligations in and under this Agreement which
are to be transferred to it in accordance with the terms of
this provision.
With respect to paragraph (iii) above, each party agrees to make such
Payee Tax Representations and Payer Tax Representations as may
reasonably be requested by the other party in order to reasonably
satisfy such other party that such withholding or deduction will not
occur.
Following the transfer, all references to Party A (or its Credit
Support Provider, as applicable) will be deemed to be references to
the Transferee.
Save as otherwise provided for in this Agreement and notwithstanding
Section 7, Party A will not be permitted to transfer (by way of
security or otherwise) this Agreement nor any interest or obligation
in or under this Agreement without the prior written consent of the
Security Trustee.
(h) ADDITIONAL REPRESENTATION
Section3 is amended by the addition at the end thereof of the following
additional representations (provided that the representation in Section 3(h)
will be made by Party A only):
"(g) NO AGENCY. It is entering into this Agreement, including
each Transaction, as principal and not as agent of any person or
entity.
(h) PARI PASSU. Its obligations under this Agreement rank pari
passu with all of its other unsecured, unsubordinated obligations
except those obligations preferred by operation of law."
(i) RECORDING OF CONVERSATIONS
Each party to this Agreement (i) consents to the recording of the telephone
conversations of trading, marketing and operations personnel of the parties in
connection with this Agreement or any potential Transaction, (ii) agrees to
obtain any necessary consent of, and give notice of such recording to, such
personnel of it and (iii) agrees that in any Proceedings it will not object to
the introduction of such recordings in evidence on the ground that consent was
not properly given.
(j) RELATIONSHIP BETWEEN THE PARTIES
The Agreement is amended by the insertion after Section14 of an additional
Section15, reading in its entirety as follows:
35
"15. RELATIONSHIP BETWEEN THE PARTIES
Each party will be deemed to represent to the other party on the date on which
it enters into a Transaction that (absent a written agreement between the
parties that expressly imposes affirmative obligations to the contrary for that
Transaction):
(a) NON RELIANCE. It is acting for its own account, and it has made its
own independent decisions to enter into that Transaction and as to
whether that Transaction is appropriate or proper for it based upon
advice from such advisers as it has deemed necessary. It is not
relying on any communication (written or oral) of the other party as
investment advice or as a recommendation to enter into that
Transaction, it being understood that information and explanations
related to the terms and conditions of a Transaction will not be
considered investment advice or a recommendation to enter into that
Transaction. No communication (written or oral) received from the
other party will be deemed to be an assurance or guarantee as to the
expected results of that Transaction.
(b) ASSESSMENT AND UNDERSTANDING. It is capable of assessing the
merits of and understanding (on its own behalf or through independent
professional advice), and understands and accepts, the terms,
conditions and risks of that Transaction. It is also capable of
assuming, and assumes, the financial and other risks of that
Transaction.
(c) STATUS OF PARTIES. The other party is not acting as a fiduciary
for or an adviser for it in respect of that Transaction."
(k) TAX
The Agreement is amended by deleting Section 2(d) in its entirety and replacing
it with the following:
"(d) Deduction or Withholding for Tax
(i) Requirement to Withhold
All payments under this Agreement will be made without any
deduction or withholding for or on account of any Tax unless
such deduction or withholding is required (including, for the
avoidance of doubt, if such deduction or withholding is
required in order for the payer to obtain relief from Tax) by
any applicable law, as modified by the practice of any relevant
governmental revenue authority, then in effect. If a party
("X") is so required to deduct or withhold, then that party
(the "DEDUCTING PARTY"):
(1) will promptly notify the other party ("Y") of such
requirement;
(2) will pay to the relevant authorities the full amount
required to be deducted or withheld (including the full
amount required to be deducted or withheld from any
Gross Up Amount (as defined below) paid by the Deducting
Party to Y under this Section 2(d)) promptly upon the
earlier of determining that such deduction or
withholding is required or receiving notice that such
amount has been assessed against Y;
36
(3) will promptly forward to Y an official receipt (or a
certified copy), or other documentation reasonably
acceptable to Y, evidencing such payment to such
authorities; and
(4) if X is Party A, X will promptly pay in addition to the
payment to which Party B is otherwise entitled under
this Agreement, such additional amount (the "GROSS UP
AMOUNT") as is necessary to ensure that the net amount
actually received by Party B will equal the full amount
which Party B would have received had no such deduction
or withholding been required, provided that X will not
be required to pay any additional amount to Party B to
the extent that it would not be required to be paid but
for the failure of Party B to comply with or perform
any agreement contained in Section 4(a)(iii).
(ii) Liability
If:
(1) X is required by any applicable law, as modified by the
practice of any relevant governmental revenue
authority, to make any deduction or withholding for or
on account of any Tax; and
(2) X does not so deduct or withhold; and
(3) a liability resulting from such Tax is assessed
directly against X,
then, except to the extent that Y has satisfied or then
satisfies the liability resulting from such Tax, (A) where X is
Party B, Party A will promptly pay to Party B the amount of
such liability (the "LIABILITY AMOUNT") (including any related
liability for interest and together with an amount equal to the
Tax payable by Party B on receipt of such amount but including
any related liability for penalties only if Party A has failed
to comply with or perform any agreement contained in Section
4(a)(i), 4(a)(iii) or 4(d)) and Party B will promptly pay to
the relevant government revenue authority the amount of such
liability (including any related liability for interest and
penalties) and (B) where X is Party A and Party A would have
been required to pay a Gross Up Amount to Party B, Party A will
promptly pay to the relevant government revenue authority the
amount of such liability (including any related liability for
interest and penalties)
(iii) Tax Credit etc.
Where Party A pays an amount in accordance with Section
2(d)(i)(4) above, Party B undertakes as follows:
(1) to the extent that Party B obtains any Tax credit,
allowance, setoff or repayment from the tax authorities
of any jurisdiction relating to any deduction or
withholding giving rise to such payment (a "TAX
CREDIT"), it will pay to Party A as soon as practical
after receipt of the same so much of the cash benefit
(as calculated below) relating thereto which it has
received as will leave Party B in substantially the
same (but in any event no worse) position as Party B
would have been in if no such deduction or withholding
had been required;
(2) the "cash benefit" will, in the case of a Tax credit,
allowance or setoff, be the additional amount of Tax
which would have been payable by Party B in the
jurisdiction referred to in clause (1) above but for
the obtaining by it of the said
37
Tax credit, allowance or setoff and, in the case of a
repayment, will be the amount of the repayment
together, in either case, with any related interest,
repayment supplement or similar payment obtained by
Party B; and
(3) it will use all reasonable endeavours to obtain any Tax
Credit as soon as is reasonably practicable provided
that it will be the sole judge of the amount of such
Tax Credit and of the date on which the same is
received and will not be obliged to disclose to Party A
any information relating to its tax affairs or tax
computations save that Party B will, upon request by
Party A, supply Party A with a reasonably detailed
explanation of its calculation of the amount of any
such Tax Credit and of the date on which the same is
received."
(l) SECURITY, ENFORCEMENT AND LIMITED RECOURSE
(i) Party A agrees with Party B and the Security Trustee to be
bound by the terms of the Eighth Issuer Deed of Charge and, in
particular, confirms that: (A) no sum will be payable by or on
behalf of Party B to it except in accordance with the
provisions of the Eighth Issuer Deed of Charge; and (B) it will
not take any steps for the winding up, dissolution or
reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee, liquidator,
sequestrator or similar officer of Party B or of any or all of
its revenues and assets nor participate in any ex parte
proceedings nor seek to enforce any judgment against Party B,
subject to the provisions of the Eighth Issuer Deed of Charge.
(ii) In relation to all sums due and payable by Party B to Party A,
Party A agrees that it will have recourse only to Eighth Issuer
Available Funds, but always subject to the order of priority of
payments set out in the Eighth Issuer Cash Management Agreement
and the Eighth Issuer Deed of Charge.
(m) CONDITION PRECEDENT
Section 2(a)(iii) will be amended by the deletion of the words "a Potential
Event of Default" in respect of obligations of Party A only.
(n) REPRESENTATIONS
Section 3(b) will be amended by the deletion of the words "or Potential Event
of Default" in respect of the representation given by Party B only.
(o) ADDITIONAL DEFINITIONS
Words and expressions defined in the Amended and Restated Master Definitions
and Construction Schedule (the "MASTER SCHEDULE") and the Eighth Issuer Master
Definitions and Construction Schedule (the "ISSUER SCHEDULE") (together the "
MASTER DEFINITIONS SCHEDULE") signed on or about the date of this Agreement
will, except so far as the context otherwise requires, have the same meaning in
this Agreement. In the event of any inconsistency between the definitions in
this Agreement and in the Master Definitions Schedule the definitions in this
Agreement will prevail. In the event of any inconsistency between the Master
Schedule and the Issuer Schedule, the Issuer Schedule will prevail. The rules
of interpretation set out in the Master Definitions Schedule will apply to this
Agreement.
38
(p) CHANGE OF ACCOUNT
Section 2(b) of this Agreement is hereby amended by the addition of the
following at the end thereof:
"; provided that such new account will be in the same legal and tax
jurisdiction as the original account and such new account, in the case of
Party B, is held with a financial institution with a short-term, unsecured,
unsubordinated and unguaranteed debt obligation rating of at least ["Prime-1"]
(in the case of Moody's), ["A1+"] (in the case of S&P) and ["F1+"] (in the case
of Fitch) (or, if such financial institution is not rated by a Rating Agency,
at such equivalent rating that is acceptable to such Rating Agency)."
(q) MODIFICATIONS TO CLOSE-OUT PROVISIONS
Upon the occurrence of an Event of Default with respect to Party A or an
Additional Termination Event which entitles Party B to terminate any Affected
Transaction pursuant to Section 6(b) of the Agreement, Party B will be entitled
(but not obliged in the event that it does not designate an Early Termination
Date) to proceed in accordance with Section 6 of this Agreement, subject to the
following:
(i) For the purposes of Section 6(d)(i), Party B's obligation with
respect to the extent of information to be provided with its
calculations is limited to information Party B has already
received in writing and provided Party B is able to release
this information without breaching the provisions of any law
applicable to, or any contractual restriction binding upon,
Party B.
(ii) The following amendments will be deemed to be made to the
definition of "Market Quotation":
(A) the word "firm" will be added before the word
"quotations" in the second line; and
(B) the words ", provided that such documentation would
either be the same as this Agreement and the existing
confirmations hereto (and the long-term, unsecured and
unsubordinated debt obligations of the Reference
Market-maker are rated not less than ["A+"] by S&P and
["A1"] by Moody's and the short-term, unsecured and
unsubordinated debt obligations of the Reference
Market-maker are rated not less than ["Prime-1"] by
Moody's and ["F1"] by Fitch (or, if such Reference
Market-maker is not rated by a Rating Agency, at such
equivalent rating that is acceptable to such Rating
Agency)) or the Rating Agencies have confirmed in
writing that such proposed documentation will not
adversely impact the ratings of the Notes" will be
added after "agree" in the sixteenth line; and
(C) the last sentence will be deleted and replaced with
the following:
"If, on the last date set for delivery of quotations,
exactly two quotations are provided, the Market
Quotation will be the higher of the two quotations. If
only one quotation is provided on such date, Party B
may, in its discretion, accept such quotation as the
Market Quotation and, if Party B does not accept such
quotation (or if no quotation has been provided), it
will be deemed that the Market Quotation in respect of
the Terminated Transaction cannot be determined. If no
quotation has been provided, it will be deemed that the
39
Market Quotation in respect of the Terminated
Transaction cannot be determined."
(iii) For the purpose of the definition of "Market Quotation", and
without limitation of the general rights of Party B under the
Agreement:
(A) Party B will undertake to use its reasonable efforts to
obtain at least three firm quotations as soon as
reasonably practicable after the Early Termination Date
and in any event within the time period specified
pursuant to Part 5(q)(iii)(C) below;
(B) Party A will, for the purposes of Section 6(e), be
permitted to obtain on behalf of Party B quotations
from Reference Market-makers;
(C) If no quotations have been obtained within 6 Local
Business Days after the occurrence of the Early
Termination Date or such longer period as Party B may
specify in writing to Party A, then it will be deemed
that the Market Quotation in respect of the Terminated
Transaction cannot be determined;
(D) Party B will be deemed to have discharged its
obligations under Part 5(q)(iii)(A) above if it
promptly requests, in writing, Party A (such request to
be made within two Local Business Days after the
occurrence of the Early Termination Date) to obtain on
behalf of Party B quotations from Reference
Market-makers. Party A agrees to act in accordance
with such request; and
(E) Party B will not be obliged to consult with Party A as
to the day and time of obtaining any quotations.
(r) CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this Agreement will not have any right under the
Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms but
this will not affect any right or remedy of a third party which exists or is
available apart from that Act.
40
From: UBS Limited
To: Permanent Financing (No. 8) PLC
Blackwell House
Guildhall Yard
London
EC2V 5AE
Attention: The Secretary
To: The Bank of New York
One Canada Square
London
E14 5AL
Attention: Global Structured Finance - Corporate Trust
(* 2005
Dear Sirs,
CONFIRMATION - SERIES 1 CLASS C DOLLAR TO STERLING CURRENCY SWAP
The purpose of this letter is to confirm the terms and conditions of the Swap
Transaction entered into between us on the Trade Date specified below. This
letter constitutes a "CONFIRMATION" as referred to in the 1992 ISDA Master
Agreement (Multicurrency-Cross Border) (Series 1 CLASS C) entered into between
us, you and The Bank of New York (the "SECURITY TRUSTEE") dated as of (* 2005,
as amended and supplemented from time to time (the "AGREEMENT").
The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc. (the
"DEFINITIONS") are incorporated into this Confirmation. In the event of any
inconsistency between any of the following, the first listed will govern (i)
this Confirmation; (ii) the Master Definitions Schedule; and (iii) the
Definitions.
1. The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Party A: UBS Limited
Party B: Permanent Financing (No. 8) PLC
Trade Date: *, 2005
Effective Date: *, 2005
41
Termination Date: The earlier of (i) the Quarterly
Interest Payment Date falling in
* and (ii) the date on which all of
the Series 1 CLASS C Eighth Issuer
Notes are redeemed in full except
(A) pursuant to Condition 5(F)
(redemption or purchase following a
regulatory event) of the terms and
conditions of the Series 1 CLASS C
Eighth Issuer Notes and (B)
following delivery of a Note
Acceleration Notice on Party B
in relation to the Series 1 CLASS C
Eighth Issuer Notes.
Dollar Currency Exchange Rate: * USD per GBP
Business Days: London Business Day, New York
Business Day and TARGET Business
Day
Calculation Period: Has the meaning given to such term
in the Definitions.
Calculation Agent: Party A
Party A Floating Amounts:
Party A Currency Amount: In respect of each Party A
Calculation Period, an amount in
Dollars equal to the principal
amount outstanding of the Series 1
CLASS C Eighth Issuer Notes on the
first day of such Calculation
Period (after taking into account
any redemption on such day).
Party A Payment Dates: Each Quarterly Interest Payment
Date from and including the
Quarterly Interest Payment Date
falling in * 2005 up to the
Termination Date and the
Termination Date.
Party A Floating Rate: In respect of each Party A
Calculation Period, Three-Month
USD-LIBOR determined in respect of
the first day of such Party A
Calculation Period.
Spread: * per cent. [for Party A
Calculation Periods commencing
prior to the Quarterly Interest
Payment Date falling in * and *
per cent.thereafter.]
Party A Floating Rate Day
Count Fraction: Actual/360
Party B Floating Amounts:
Party B Currency Amount: In respect of each Party B
Calculation Period, an amount in
Sterling equivalent to the Party A
Currency Amount for the Party A
Calculation
42
Period commencing on the first day
of such Party B Calculation Period
converted by reference to the
Dollar Currency Exchange Rate.
Party B Payment Dates: Each Quarterly Interest Payment
Date from and including the
Quarterly Interest Payment Date
falling in * 2005 up to the
Termination Date and the
Termination Date.
Party B Floating Rate: In respect of each Party B
Calculation Period, Sterling-LIBOR
determined in respect of the first
day of such Party B Calculation
Period.
Spread: * per cent. [for Party B
Calculation Periods commencing
prior to the Quarterly Interest
Payment Date falling in * and * per
cent. thereafter.]
Party B Floating Rate Day
Count Fraction: Actual/365 (Fixed)
Initial Exchange:
Initial Exchange Date: Effective Date
Party A Initial
Exchange Amount: GBP *
Party B Initial
Exchange Amount: USD *
Interim Exchange:
Interim Exchange Dates: Each Quarterly Interest Payment
Date (other than the Termination
Date) on which any of the Series 1
CLASS C Eighth Issuer Notes are
redeemed in whole or in part.
Party A Interim
Exchange Amount: In respect of each Interim Exchange
Date, an amount in Dollars equal to
the amount of the Series 1 CLASS C
Eighth Issuer Notes redeemed on
such Interim Exchange Date.
Party B Interim
Exchange Amount: In respect of each Interim Exchange
Date, the Sterling equivalent of
the Party A Interim Exchange Amount
for such Interim Exchange Date
converted by reference to the
Dollar Currency Exchange Rate.
43
Final Exchange:
Final Exchange Date: Termination Date
Party A Final Exchange Amount: An amount in Dollars equal to the
principal amount outstanding of the
Series 1 CLASS C Eighth Issuer
Notes on the Final Exchange Date
(before taking into account any
redemption on such day).
Party B Final Exchange Amount: An amount in Sterling equal to the
principal amount outstanding of the
Series 1 CLASS C Eighth Issuer
Notes on the Final Exchange Date
(before taking into account any
redemption on such day), converted
by reference to the Dollar Currency
Exchange Rate.
If Party B does not have sufficient
principal available pursuant to the
Seventh Issuer Cash Management
Agreement to pay the Party B Final
Exchange Amount in full on the
Final Exchange Date and accordingly
pays only a part of the Party B
Final Exchange Amount to Party A on
such date, Party A will be obliged
on such date to deliver only the
Dollar Equivalent of such part of
the Party B Final Exchange Amount,
converted by reference to the
Dollar Currency Exchange Rate.
2. Deferral of Floating Amounts:
If any payment of interest under the Series 1 CLASS C Seventh Issuer
Notes is deferred in accordance with the terms and conditions of the
Series 1 CLASS C Seventh Issuer Notes, a corresponding part as
determined by the Calculation Agent of the Party A Floating Amount and
a pro rata part as determined by the Calculation Agent of the Party B
Floating Amount which, in each case, would otherwise be due in respect
of the relevant Quarterly Interest Payment Date will be deferred.
The amount so deferred on the Party A Floating Amount will be payable
on the next Party A Payment Date (together with an additional floating
amount which shall be accrued thereon as determined by the Calculation
Agent at the applicable Party A Floating Rate (excluding the Spread))
and the Party A Floating Amount due on such date will be deemed to
include such amounts.
The amount so deferred on the Party B Floating Amount will be payable
on the next Party B Payment Date (together with an additional floating
amount which shall be accrued thereon as determined by the Calculation
Agent at the applicable Party B Floating Rate (excluding the Spread))
and the Party B Floating Amount due on such will be deemed to include
such amounts.
On any subsequent occasion if any payment of interest under the
Series 1 CLASS C Seventh Issuer Notes is deferred (including any
payment of a previous shortfall of interest or any payment of interest
on such shortfall) in accordance with the terms and conditions of the
Series 1 CLASS C Seventh Issuer Notes, all or a corresponding part as
determined by the Calculation Agent of the Party A Floating Amount and
a pro rata part as determined by the Calculation Agent of the Party B
Floating Amount will be deferred.
44
The amount so deferred on the Party A Floating Amount will be payable
on the next Party A Payment Date (together with an additional floating
amount which shall be accrued thereon as determined by the Calculation
Agent at the applicable Party A Floating Rate (excluding the Spread))
and the Party A Floating Amount due on such date will be deemed to
include such amounts.
The amount so deferred on the Party B Floating Amount will be payable
on the next Party B Payment Date (together with an additional floating
amount which shall be accrued thereon as determined by the Calculation
Agent at the applicable Party B Floating Rate (excluding the Spread))
and the Party B Floating Amount due on such date will be deemed to
include such amounts.
[3.] Account Details:
Payments to Party A
in Dollars: Bank: UBS AG, Stamford (UBSWUS33)
ABA Number: 026007993
Account Name: UBS AG, London
Account Number.: 101-WA-140007-000
Payments to Party A
in Sterling: Direct via UK Clearing/CHAPS
SWIFT: UBSWGB2L
Sort Code: 23-23-23
Payments to Party B
in Dollars: Bank: Citibank, N.A., New York
Credit Account: 10990765
New York Swift: CITIUS33
FAO: Citibank, N.A., London
London Swift: CITIGB2L
Reference: GATS "Permanent Financing
(No. 8) PLC"
Payments to Party B
in Sterling: Bank: The Governor and Company of
the Bank of Scotland
Account Number: 06000056
Sort Code: 12-24-55
45
Account Name: Permanent Financing (No. 8)
PLC Transaction Account
It is agreed by the parties that payments made by Party A to the
Principal Paying Agent in accordance with the settlement instructions,
as detailed above, will be considered as absolute and conclusive
discharge of Party A's obligations to Party B in respect of such
payment, regardless of whether the Principal Paying Agent makes a
payment in turn to Party B. This will continue to be the case until
Party B changes its account in accordance with Section 2(b) of the
Agreement.
4. Notification to Party A
For the purpose of making any determination or calculation hereunder,
the Calculation Agent may rely on any information, report, notice or
certificate delivered to it by the Eighth Issuer Cash Manager or
Party B and the Calculation Agent will not be liable for any error,
incompleteness or omission regarding such information.
Party B or the Eighth Issuer Cash Manager acting on its behalf, will
notify Party A of the amount of principal payments to be made on the
Series 1 CLASS C Eighth Issuer Notes on each Quarterly Interest
Payment Date no later than one (1) Business Day prior to such
Quarterly Interest Payment Date.
[5.] Notice Details:
Party A: UBS Limited
Address: 100 Liverpool Street
London
EC2M 2RH
Facsimile No.: +44 20 7567 4406/+44 20 7568 9247
Attention: Credit Risk Management Documentation
Unit Legal
Party B: Permanent Financing (No. 8) PLC
Address: Blackwell House
Guildhall Yard
London
EC2V 5AE
Facsimile Number: 020 7566 0975
Attention: The Secretary
With a copy to: (i) the Security Trustee:
Name: The Bank of New York
Address: One Canada Square
London
E14 5AL
46
Facsimile Number: 020 7964 6061/6399
Attention: Global Structured Finance
(ii) HBOS Treasury Services plc
Address: 33 Old Broad Street
London
EC2N 1HZ
Facsimile Number: 020 7574 8784
Attention: Head of Capital Markets and Securitisation
Yours faithfully,
UBS LIMITED
By:
Name:
Title:
Confirmed as of the date first written:
PERMANENT FINANCING (NO. 8) PLC
By:
Name:
Title:
THE BANK OF NEW YORK
By:
Name:
Title:
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