EXHIBIT 10.5.2
DRAFT
[ALLEN & OVERY GRAPHIC]
ALLEN & OVERY LLP
EIGHTH ISSUER MASTER DEFINITIONS
AND CONSTRUCTION SCHEDULE
PERMANENT FINANCING (NO. 8) PLC
[22nd] June, 2005
CONTENTS
CLAUSE PAGE
1.
Definitions.................... 1
2.
Interpretation and Construction 37
3.
Governing Law and Jurisdiction. 40
Signatories........................ 41
THIS EIGHTH ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE is signed for
the purposes of identification on [22nd] June, 2005 by:
(1) ALLEN & OVERY LLP of One New Change, London EC4M 9QQ; and
(1) 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 A2 Eighth
Issuer Notes as of the first day of such Interest Period;
ADDITIONAL INTEREST has the meaning given in Condition 4(B) of the Eighth
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 A2 Eighth 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 A2 Eighth 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 A2 Eighth 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 A2 Eighth 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 A2 Eighth 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 A2 Eighth 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 A2 Eighth 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 EIGHTH ISSUER ACCOUNT means an Eighth Issuer Non-Sterling
Account and/or an Eighth 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 Eighth 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 Eighth 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 Eighth Issuer
Notes, the Series 1 Class B Eighth Issuer Notes, the Series 1 Class C
Eighth Issuer Notes, the Series 2 Class A Eighth Issuer Notes, the Series
2 Class B Eighth Issuer Notes, the Series 2 Class C Eighth Issuer Notes,
the Series 3 Class A Eighth Issuer Notes, the Series 3 Class B Eighth
Issuer Notes and the Series 3 Class C Eighth Issuer Notes, $75,000 plus
integral multiples of $1,000; in the case of the the Series 4 Class A
Eighth Issuer Notes, the Series 4 Class B Eighth Issuer Notes and the
Series 4 Class C Eighth Issuer Notes, [e]100,000 plus integral multiples
of [e]1,000; in the case of the Series 5 Class A1 Eighth Issuer Notes and
the Series 5 Class A2 Notes, [GBP]40,000 plus integral multiples of
[GBP]1,000, and in any case such denominations (in each case) as the Note
Trustee shall determine (which, in the case of the Series 1 Eighth Issuer
Notes, the Series 2 Eighth Issuer Notes and the Series 3 Eighth Issuer
Notes must be higher than $75,000, in the case of the Series 4 Eighth
Issuer Notes must be higher than [e]100,000 and, in the case of the
Series 5
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Eighth Issuer Notes, must be higher than [GBP]40,000) and notify to the
relevant Eighth 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
Eighth Issuer Account Mandate;
BASIC TERMS MODIFICATION has the meaning given in PARAGRAPH 5 of SCHEDULE
4 to the Eighth Issuer Trust Deed;
BOOK-ENTRY INTEREST means a beneficial interest in a global note
representing the relevant class of Eighth 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 EIGHTH ISSUER NOTE ACCELERATION NOTICE means a notice issued by
the Note Trustee to the Eighth Issuer and the Security Trustee declaring
the Class A Eighth Issuer Notes to be due and repayable pursuant to
CONDITION 9(A) of the Eighth Issuer Notes;
CLASS B EIGHTH ISSUER NOTE ACCELERATION NOTICE means a notice issued by
the Note Trustee to the Eighth Issuer and the Security Trustee declaring
the Class B Eighth Issuer Notes to be due and repayable pursuant to
CONDITION 9(B) of the Eighth Issuer Notes;
CLASS C EIGHTH ISSUER NOTE ACCELERATION NOTICE means a notice issued by
the Note Trustee to the Eighth Issuer and the Security Trustee declaring
the Class C Eighth Issuer Notes to be due and repayable pursuant to
CONDITION 9(C) of the Eighth Issuer Notes;
CLASS A EIGHTH ISSUER NOTEHOLDERS means the holders for the time being of
the Class A Eighth Issuer Notes;
CLASS B EIGHTH ISSUER NOTEHOLDERS means the holders for the time being of
the Class B Eighth Issuer Notes;
CLASS C EIGHTH ISSUER NOTEHOLDERS means the holders for the time being of
the Class C Eighth Issuer Notes;
CLASS A EIGHTH ISSUER NOTES means the Series 1 Class A Eighth Issuer
Notes, the Series 2 Class A Eighth Issuer Notes, the Series 3 Class A
Eighth Issuer Notes, the Series 4 Class A Eighth Issuer Notes and the
Series 5 Class A Eighth Issuer Notes;
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CLASS B EIGHTH ISSUER NOTES means the Series 1 Class B Eighth Issuer
Notes, the Series 2 Class B Eighth Issuer Notes, the Series 3 Class B
Eighth Issuer Notes and the Series 4 Class B Eighth Issuer Notes;
CLASS C EIGHTH ISSUER NOTES means the Series 1 Class C Eighth Issuer
Notes, the Series 2 Class C Eighth Issuer Notes, the Series 3 Class C
Eighth Issuer Notes and the Series 4 Class C Eighth 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
Eighth Issuer Notes set out in the SCHEDULE 3 to the Eighth 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 Eighth Issuer Trust
Deed and any reference to a numbered Condition shall be construed
accordingly;
CURRENCY SWAP AGREEMENTS means the Series 1 Class A Eighth Issuer Swap
Agreement, the Series 1 Class B Eighth Issuer Swap Agreement, the Series
1 Class C Eighth Issuer Swap Agreement, the Series 2 Class A Eighth
Issuer Swap Agreement, the Series 2 Class B Eighth Issuer Swap Agreement,
the Series 2 Class C Eighth Issuer Swap Agreement, the Series 3 Class A
Eighth Issuer Swap Agreement, the Series 3 Class B Eighth Issuer Swap
Agreement, the Series 3 Class C Eighth Issuer Swap Agreement, the Series
4 Class A Eighth Issuer Swap Agreement, the Series 4 Class B Eighth
Issuer Swap Agreement and the Series 4 Class C Eighth 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 Eighth Issuer Swap
Agreements;
DEFERRED INTEREST has the meaning given in CONDITION 4(B) of the Eighth
Issuer Notes;
DEFINITIVE EIGHTH ISSUER NOTES means the Dollar Definitive Eighth Issuer
Notes and the Reg S Definitive Eighth Issuer Notes;
DESIGNATED SUBSIDIARY has the meaning given in CLAUSE 2.2 of the Eighth
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
Eighth Issuer Notes and the Eighth Issuer Closing Date;
DOLLAR CURRENCY EXCHANGE RATE means the rates at which Dollars are
converted to Sterling or, as the case may be, Sterling is converted to
Dollars under the relevant Dollar Currency Swap or, if there is no
relevant Dollar Currency Swap Agreement in effect at such time, the
"spot" rate at which Dollars are converted to Sterling or, as the case
may be, Sterling is converted to Dollars on the foreign exchange markets;
DOLLAR CURRENCY SWAPS means the Sterling-Dollar currency swaps which
enable the Eighth Issuer to receive and
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pay amounts under the Eighth Issuer Intercompany Loan in sterling and to
receive and pay amounts under the Series 1 Eighth Issuer Notes, the
Series 2 Eighth Issuer Notes and the Series 3 Eighth Issuer Notes in
Dollars;
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 Eighth Issuer Closing Date between the
Eighth 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 Eighth Issuer Swap
Provider, the Series 2 Eighth Issuer Swap Provider and the Series 3
Eighth Issuer Swap Provider;
DOLLAR DEFINITIVE EIGHTH ISSUER NOTES means the Series 1 Class A
Definitive Eighth Issuer Notes, the Series 1 Class B Definitive Eighth
Issuer Notes, the Series 1 Class C Definitive Eighth Issuer Notes, the
Series 2 Class A Definitive Eighth Issuer Notes, the Series 2 Class B
Definitive Eighth Issuer Notes,the Series 2 Class C Definitive Eighth
Issuer Notes, the Series 3 Class A Definitive Eighth Issuer Notes, the
Series 3 Class B Definitive Eighth Issuer Notes and the Series 3 Class C
Definitive Eighth Issuer Notes;
DOLLAR GLOBAL EIGHTH ISSUER NOTES means the Series 1 Class A Global
Eighth Issuer Note, the Series 1 Class B Global Eighth Issuer Note, the
Series 1 Class C Global Eighth Issuer Note, the Series 2 Class A Global
Eighth Issuer Note, the Series 2 Class B Global Eighth Issuer Note, the
Series 2 Class C Global Eighth Issuer Note, the Series 3 Class A Global
Eighth Issuer Note, the Series 3 Class B Global Eighth Issuer Note and
the Series 3 Class C Global Eighth 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);
DOLLAR EIGHTH ISSUER NOTES means the Dollar Global Eighth Issuer Notes
and the Dollar Definitive Eighth Issuer Notes, as applicable;
EIGHTH ISSUER means Permanent Financing (No. 8) PLC (registered no.
5434519), a public limited company incorporated under the laws of England
and Wales, whose registered office is at 35 Great St. Helen's, London
EC3A 6AP;
EIGHTH ISSUER ACCOUNT BANK means the Eighth Issuer Non-Sterling Account
Bank and the Eighth Issuer Sterling Account Bank;
EIGHTH ISSUER ACCOUNT MANDATE means an account mandate delivered to the
Eighth Issuer Account Bank pursuant to the Eighth Issuer Bank Account
Agreement;
EIGHTH ISSUER ACCOUNTS means the Eighth Issuer Transaction Account, any
Additional Eighth Issuer Account and such other bank account(s) held in
the name of the Eighth Issuer with the prior written approval of the
Security Trustee from time to time;
EIGHTH ISSUER AVAILABLE FUNDS means together Eighth Issuer Revenue
Receipts and Eighth Issuer Principal Receipts;
EIGHTH ISSUER BANK ACCOUNT AGREEMENT means the bank account agreement
dated on or about the Eighth Issuer Closing Date between the Eighth
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Issuer, the Eighth Issuer Cash Manager, the Eighth Issuer Account Bank
and the Security Trustee (as the same may be amended, restated,
supplemented, replaced or novated from time to time);
EIGHTH ISSUER BANK ACCOUNTS has the same meaning as EIGHTH ISSUER
ACCOUNTS;
EIGHTH ISSUER BULLET TERM ADVANCES means the Eighth Issuer Series 1 Term
AAA Advance and the Eighth Issuer Series 2 Term AAA Advance;
EIGHTH ISSUER CASH MANAGEMENT AGREEMENT means the cash management
agreement dated on or about the Eighth Issuer Closing Date between the
Eighth Issuer, the Eighth Issuer Cash Manager and the Security Trustee
(as the same may be amended, restated, supplemented, replaced or novated
from time to time);
EIGHTH ISSUER CASH MANAGEMENT SERVICES means the services to be provided
to the Eighth Issuer and the Security Trustee pursuant to the Eighth
Issuer Cash Management Agreement;
EIGHTH ISSUER CASH MANAGER means Halifax acting pursuant to the Eighth
Issuer Cash Management Agreement as agent for the Eighth Issuer and the
Security Trustee, to manage all cash transactions and maintain certain
ledgers on behalf of the Eighth Issuer;
EIGHTH ISSUER CASH MANAGER TERMINATION EVENT has the meaning given in
CLAUSE 12.1 of the Eighth Issuer Cash Management Agreement;
EIGHTH ISSUER CHARGED PROPERTY means the property charged by the Eighth
Issuer pursuant to CLAUSES 3.1 to 3.4 (inclusive) of the Eighth Issuer
Deed of Charge;
EIGHTH ISSUER CLOSING DATE means [22nd] June, 2005;
EIGHTH ISSUER CORPORATE SERVICES AGREEMENT means the agreement dated on
or about the Eighth Issuer Closing Date and made between the Eighth
Issuer Corporate Services Provider, the Eighth Issuer, Halifax, Holdings
and the Security Trustee for the provision by the Corporate Services
Provider of certain corporate services and personnel to the Eighth Issuer
(as the same may be amended, restated, supplemented, replaced or novated
from time to time);
EIGHTH ISSUER CORPORATE SERVICES FEE LETTER means the letter dated the
date of the Eighth Issuer Corporate Services Agreement between, inter
alios, the Eighth Issuer, the Security Trustee, and the Eighth Issuer
Corporate Services Provider, setting out the amount of fees payable to
the Eighth Issuer Corporate Services Provider by the Eighth Issuer;
EIGHTH 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 Eighth Issuer under the
Eighth Issuer Corporate Services Agreement;
EIGHTH ISSUER CURRENCY SWAP AGREEMENTS means the Dollar Currency Swap
Agreements and the Euro Currency Swap Agreements;
EIGHTH ISSUER DEED OF CHARGE means the deed of charge to be entered into
on or about the Eighth Issuer Closing Date between, among others, the
Eighth Issuer and the Security Trustee under which the Eighth Issuer
charges the Eighth Issuer Security in favour of the Security Trustee for
the benefit of the Eighth Issuer Secured Creditors (as the same may be
amended and/or supplemented from time to time);
EIGHTH ISSUER EVENT OF DEFAULT has the meaning given to it in Condition 9
of the Eighth Issuer Notes;
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EIGHTH ISSUER INTERCOMPANY LOAN means the loan of the Eighth Issuer Term
Advances made by the Eighth Issuer to Funding 1 under the Eighth Issuer
Intercompany Loan Agreement on or about the Eighth Issuer Closing Date;
EIGHTH 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 an Eighth Issuer Intercompany Loan Event
of Default under the Eighth Issuer Intercompany Loan;
EIGHTH ISSUER INTERCOMPANY LOAN AGREEMENT means the Eighth Issuer
Intercompany Loan Confirmation and the Intercompany Loan Terms and
Conditions together entered into on or about the Eighth Issuer Closing
Date by the Eighth Issuer, Funding 1, the Security Trustee and the Agent
Bank (as the same may be amended and/or supplemented from time to time);
EIGHTH ISSUER INTERCOMPANY LOAN CONFIRMATION means the loan confirmation
in respect of the Eighth Issuer Intercompany Loan Agreement entered into
on or about the Eighth Issuer Closing Date and made between Funding 1,
the Eighth Issuer and the Security Trustee;
EIGHTH ISSUER INTERCOMPANY LOAN DETERMINATION DATE means the date falling
two Business Days prior to each Funding 1 Interest Payment Date;
EIGHTH ISSUER INTERCOMPANY LOAN EVENT OF DEFAULT means the occurrence of
an event of default by Funding 1 as specified in Clause 14 of the Eighth
Issuer Intercompany Loan Terms and Conditions;
EIGHTH ISSUER INTERCOMPANY LOAN LEDGER means the ledger maintained by the
Eighth 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 Eighth Issuer Intercompany Loan
Agreement;
EIGHTH ISSUER INTERCOMPANY LOAN TERMS AND CONDITIONS means the
Intercompany Loan Terms and Conditions;
EIGHTH ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE means this
Eighth 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 Eighth Issuer Closing Date, as the same may be
amended, restated and supplemented from time to time;
EIGHTH 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 Eighth
Issuer Bank Account Agreement in the name of the Eighth Issuer and to be
held with the Eighth Issuer Non-Sterling Account Bank in accordance with
the Eighth Issuer Bank Account Agreement;
EIGHTH ISSUER NON-STERLING ACCOUNT BANK means The Governor and Company of
the Bank of Scotland, in its capacity as holder of the relevant Eighth
Issuer Non-Sterling Account, in accordance with the Eighth Issuer Bank
Account Agreement;
EIGHTH ISSUER NOTE ACCELERATION NOTICE means a Class A Eighth Issuer Note
Acceleration Notice, a Class B Eighth Issuer Note Acceleration Notice, or
a Class C Eighth Issuer Note Acceleration Notice, either alone or
together;
EIGHTH ISSUER NOTE DETERMINATION DATE means four Business Days prior to
each Interest Payment Date;
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EIGHTH ISSUER NOTE EVENT OF DEFAULT means an event of default by the
Eighth Issuer as defined in Condition 9 of the Eighth Issuer Notes;
EIGHTH ISSUER NOTEHOLDERS means the holders for the time being of the
Eighth Issuer Notes;
EIGHTH ISSUER NOTES means the Class A Eighth Issuer Notes, the Class B
Eighth Issuer Notes and the Class C Eighth Issuer Notes;
EIGHTH ISSUER PAYING AGENT AND AGENT BANK AGREEMENT means the paying
agent and agent bank agreement entered into on or about the Eighth Issuer
Closing Date between the Eighth 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 Eighth Issuer
Notes (as the same may be amended, restated, supplemented, replaced or
novated from time to time);
EIGHTH ISSUER POST-ENFORCEMENT CALL OPTION AGREEMENT means the post-
enforcement call option agreement entered into on or about the Eighth
Issuer Closing Date between the Eighth 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 Eighth Issuer Notes and
the Class C Eighth Issuer Notes that following enforcement of the Eighth
Issuer Security, the Post-Enforcement Call Option Holder may call for the
Class B Eighth Issuer Notes, and the Class C Eighth Issuer Notes (as the
same may be amended, restated, supplemented replaced or novated from time
to time);
EIGHTH ISSUER POST-ENFORCEMENT PRIORITY OF PAYMENTS means the order of
priority of payments in which the Eighth Issuer Revenue Receipts and the
Eighth Issuer Principal Receipts will be applied following the service of
a Eighth Issuer Note Acceleration Notice and a Eighth Issuer Intercompany
Loan Acceleration Notice, as set out in CLAUSE 6.4 of the Eighth Issuer
Deed of Charge;
EIGHTH ISSUER PRE-ENFORCEMENT PRINCIPAL PRIORITY OF PAYMENTS means the
order of priority of payments in which the Eighth Issuer Principal
Receipts will be applied until enforcement of the Eighth Issuer Security
and as set out in Schedule 2 to the Eighth Issuer Cash Management
Agreement;
EIGHTH ISSUER PRE-ENFORCEMENT PRIORITY OF PAYMENTS means the Eighth
Issuer PreEnforcement Principal Priority of Payments and the Eighth
Issuer Pre-Enforcement Revenue Priority Payments;
EIGHTH ISSUER PRE-ENFORCEMENT REVENUE PRIORITY OF PAYMENTS means the
order of priority of payments in which the Eighth Issuer Revenue Receipts
will be applied until enforcement of the Eighth Issuer Security and as
set out in Schedule 2 to the Eighth Issuer Cash Management Agreement;
EIGHTH ISSUER PRINCIPAL RECEIPTS means the sum of all principal amounts
repaid by Funding 1 to the Eighth Issuer under the terms of the Eighth
Issuer Intercompany Loan Agreement during the relevant Interest Period,
as calculated by the Eighth Issuer Cash Manager or the Security Trustee,
as the case may be, four Business Days prior to each Interest Payment
Date;
EIGHTH ISSUER REVENUE RECEIPTS means on the date which is four Business
Days prior to an Interest Payment Date, an amount equal to the aggregate
of:
(a) interest to be paid by Funding 1 on the relevant Funding 1 Interest
Payment Date in respect of the Term Advances under the terms of the
Eighth Issuer Intercompany Loan Agreement;
(b) fees to be paid to the Eighth Issuer by Funding 1 on the relevant
Funding 1 Interest Payment Date under the terms of the Eighth
Issuer Intercompany Loan Agreement;
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(c) interest payable on the Eighth Issuer Bank Accounts and any
Authorised Investments which will be received on or before the
relevant Interest Payment Date in respect of the Eighth Issuer
Notes;
(d) other net income of the Eighth Issuer including amounts received or
to be received under the Eighth Issuer Swap Agreements on or before
the relevant Interest Payment Date (including any amounts received
by the Eighth Issuer in consideration of it entering into a
replacement Eighth Issuer Swap Agreement but excluding (i) any
Excess Swap Collateral which shall be returned directly to the
relevant Eighth Issuer Swap Provider, as set out under the relevant
Eighth Issuer Swap Agreement and (ii) in respect of each Eighth
Issuer Swap Provider, prior to the designation of an early
termination date under the relevant Eighth 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 Eighth Issuer Swap
Provider to the Eighth Issuer pursuant to the relevant Eighth
Issuer Swap Agreement (and any interest or distributions in respect
thereof)); and
(e) if the Eighth Issuer receives any additional amount from a Eighth
Issuer Swap Provider pursuant to section 2(d)(i)(4) of any Eighth
Issuer Swap Agreement, and the Eighth Issuer subsequently receives
a refund from the relevant taxing authority in respect of that
additional amount (so that the Eighth Issuer receives a windfall)
(for the purposes of this definition, a REFUND PAYMENT), an amount
equal to that Refund Payment;
EIGHTH ISSUER'S CERTIFICATE means a certificate signed in the name of the
Eighth Issuer by two directors of the Eighth Issuer;
EIGHTH ISSUER SCHEDULED AMORTISATION TERM ADVANCE means the Eighth Issuer
Series 3 Term AAA Advance, the Eighth Issuer Series 4 Term AAA Advance
and the Eighth Issuer Series 5A2 Term AAA Advance;
EIGHTH ISSUER SECURED CREDITORS means the Security Trustee under the
Eighth Issuer Deed of Charge, the Eighth Issuer Swap Providers, the Note
Trustee, the Eighth Issuer Account Bank, the Paying Agents, the
Registrar, the Transfer Agent, the Agent Bank, the Corporate Services
Provider, the Eighth Issuer Cash Manager and the Eighth Issuer
Noteholders;
EIGHTH ISSUER SECURED OBLIGATIONS means any and all of the moneys and
liabilities which the Eighth Issuer covenants to pay or discharge under
CLAUSE 2 of the Eighth Issuer Deed of Charge and all other amounts owed
by it to the Eighth Issuer Secured Creditors under and pursuant to the
Transaction Documents;
EIGHTH ISSUER SECURITY means the security granted by the Eighth Issuer
under the Eighth Issuer Deed of Charge in favour of the Eighth Issuer
Secured Creditors;
EIGHTH ISSUER SERIES 1 TERM AA ADVANCE means the sub-loan of the Eighth
Issuer Term AA Advances in the amount of [GBP][o] and corresponding to
the issue of the Series 1 Class B Eighth Issuer Notes;
EIGHTH ISSUER SERIES 1 TERM AAA ADVANCE means the sub-loan of the Eighth
Issuer Term AAA Advances in the amount of [GBP][o] and corresponding to
the issue of the Series 1 Class A Eighth Issuer Notes;
EIGHTH ISSUER SERIES 1 TERM ADVANCES means the Eighth Issuer Series 1
Term AAA Advance, the Eighth Issuer Series 1 Term AA Advance and the
Eighth Issuer Series 1 Term BBB Advance;
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EIGHTH ISSUER SERIES 1 TERM BBB ADVANCE means the sub-loan of the Eighth
Issuer Term BBB Advances in the amount of [GBP][o] and corresponding to
the issue of the Series 1 Class C Eighth Issuer Notes;
EIGHTH ISSUER SERIES 2 TERM AA ADVANCE means the sub-loan of the Eighth
Issuer Term AA Advances in the amount of [GBP][o] and corresponding to
the issue of the Series 2 Class B Eighth Issuer Notes;
EIGHTH ISSUER SERIES 2 TERM AAA ADVANCE means the sub-loan of the Eighth
Issuer Term AAA Advances in the amount of [GBP][o] and corresponding to
the issue of the Series 2 Class A Eighth Issuer Notes;
EIGHTH ISSUER SERIES 2 TERM ADVANCES means the Eighth Issuer Series 2
Term AAA Advance, the Eighth Issuer Series 2 Term AA Advance and the
Eighth Issuer Series 2 Term BBB Advance;
EIGHTH ISSUER SERIES 2 TERM BBB ADVANCE means the sub-loan of the Eighth
Issuer Term BBB Advances in the amount of [GBP][o] and corresponding to
the issue of the Series 2 Class C Eighth Issuer Notes;
EIGHTH ISSUER SERIES 3 TERM AA ADVANCE means the sub-loan of the Eighth
Issuer Term AA Advances in the amount of [GBP][o] and corresponding to
the issue of the Series 3 Class B Eighth Issuer Notes;
EIGHTH ISSUER SERIES 3 TERM AAA ADVANCE means the sub-loan of the Eighth
Issuer Term AAA Advances in the amount of [GBP][o] and corresponding to
the issue of the Series 3 Class A Eighth Issuer Notes;
EIGHTH ISSUER SERIES 3 TERM ADVANCES means the Eighth Issuer Series 3
Term AAA Advance, the Eighth Issuer Series 3 Term AA Advance and the
Eighth Issuer Series 3 Term BBB Advance;
EIGHTH ISSUER SERIES 3 TERM BBB ADVANCE means the sub-loan of the Eighth
Issuer Term BBB Advances in the amount of [GBP][o] and corresponding to
the issue of the Series 3 Class C Eighth Issuer Notes;
EIGHTH ISSUER SERIES 4 TERM AA ADVANCE means the sub-loan of the Eighth
Issuer Term AA Advances in the amount of [GBP][o] and corresponding to
the issue of the Series 4 Class B Eighth Issuer Notes;
EIGHTH ISSUER SERIES 4 TERM AAA ADVANCE means the sub-loan of the Eighth
Issuer Term AAA Advances in the amount of [GBP][o] and corresponding to
the issue of the Series 4 Class A Eighth Issuer Notes;
EIGHTH ISSUER SERIES 4 TERM ADVANCES means the Eighth Issuer Series 4
Term AAA Advances, the Eighth Issuer Series 4 Term AA Advance and the
Eighth Issuer Series 4 Term BBB Advance;
EIGHTH ISSUER SERIES 4 TERM BBB ADVANCE means the sub-loan of the Eighth
Issuer Term BBB Advances in the amount of [GBP][o] and corresponding to
the issue of the Series 4 Class C Eighth Issuer Notes;
EIGHTH ISSUER SERIES 5A1 TERM AAA ADVANCES means the sub-loan of the
Eighth Issuer Term AAA Advances in the amount of [GBP][o] and
corresponding to the issue of the Series 5 Class A1 Eighth Issuer Notes;
10
EIGHTH ISSUER SERIES 5A2 TERM AAA ADVANCES means the sub-loan of the
Eighth Issuer Term AAA Advances in the amount of [GBP][o] and
corresponding to the issue of the Series 5 Class A2 Eighth Issuer Notes;
EIGHTH ISSUER SERIES 5 TERM AAA ADVANCES means the Eighth Issuer Series
5A1 Term AAA Advances and the Eighth Issuer Series 5A2 Term AAA Advances;
EIGHTH ISSUER SERIES 5 TERM ADVANCES means the Eighth Issuer Series 5
Term AAA Advances;
EIGHTH ISSUER STERLING ACCOUNT means the Eighth Issuer Transaction
Account or any Additional Eighth Issuer Account opened, to be opened
pursuant to CLAUSE 3.1 of the Eighth Issuer Bank Account Agreement in the
name of the Eighth Issuer and to be held with the Eighth Issuer Sterling
Account Bank in accordance with the Eighth Issuer Bank Account Agreement;
EIGHTH ISSUER STERLING ACCOUNT BANK means The Governor and Company of the
Bank of Scotland, in its capacity as holder of the Eighth Issuer
Transaction Account, situated at 116 Wellington Street, Leeds LS1 4LT,
any Additional Eighth Issuer Account and such other account bank as may
be appointed from time to time pursuant to the Eighth Issuer Bank Account
Agreement;
EIGHTH ISSUER SWAP AGREEMENTS means the Dollar Currency Swap Agreements
and the Euro Currency Swap Agreements;
EIGHTH ISSUER SWAP EXCLUDED TERMINATION AMOUNT means, in relation to any
Eighth Issuer Swap Agreement, an amount equal to:
(a) the amount of any termination payment due and payable to the
relevant Eighth Issuer Swap Provider as a result of a Eighth Issuer
Swap Provider Default or to the relevant Eighth Issuer Swap
Provider following a Eighth Issuer Swap Provider Downgrade
Termination Event;
less
(b) the amount, if any, received by the Eighth Issuer from a
replacement swap provider upon entry by the Eighth Issuer into an
agreement with such replacement swap provider to replace such
Eighth Issuer Swap Agreement which has terminated as a result of
such Eighth Issuer Swap Provider Default or following the
occurrence of such Eighth Issuer Swap Provider Downgrade
Termination Event;
EIGHTH ISSUER SWAP PROVIDER DEFAULT means the occurrence of an Event of
Default (as defined in the Eighth Issuer Swap Agreements) where a Eighth
Issuer Swap Provider is the Defaulting Party;
EIGHTH ISSUER SWAP PROVIDER DOWNGRADE TERMINATION EVENT means the
occurrence of an Additional Termination Event (as defined in the Eighth
Issuer Swap Agreements) following the failure by a Eighth Issuer Swap
Provider to comply with the requirements of the ratings downgrade
provisions set out in the relevant Eighth Issuer Swap Agreement;
EIGHTH ISSUER SWAP PROVIDERS means the Dollar Currency Swap Providers and
the Euro Currency Swap Providers or any one of them as the context
requires;
EIGHTH ISSUER SWAPS means the swaps documented under the Eighth Issuer
Swap Agreements;
EIGHTH ISSUER TERM AA ADVANCES means the Eighth Issuer Series 1 Term AA
Advance, the Eighth Issuer Series 2 Term AA Advance, the Eighth Issuer
Series 3 Term AA Advance and the Eighth Issuer Series 4 Term AA Advance;
11
EIGHTH ISSUER TERM AAA ADVANCES means the Eighth Issuer Series 1 Term AAA
Advance, the Eighth Issuer Series 2 Term AAA Advance, the Eighth Issuer
Series 3 Term AAA Advance, the Eighth Issuer Series 4 Term AAA Advance
and the Eighth Issuer Series 5 Term AAA Advances;
EIGHTH ISSUER TERM ADVANCES means the Eighth Issuer Term AAA Advances,
the Eighth Issuer Term AA Advances and the Eighth Issuer Term BBB
Advances;
EIGHTH ISSUER TERM ADVANCES DUE DATES means the dates being:
(a) in relation to the Eighth Issuer Series 1 Term AAA Advance, the
Funding 1 Interest Payment Date falling in [June 2006];
(b) in relation to the Eighth Issuer Series 2 Term AAA Advance, the
Funding 1 Interest Payment Date falling in [June 2008];
(c) in relation to the Eighth Issuer Series 3 Term AAA Advance, the
Funding 1 Interest Payment Dates falling in [March 2010] and [June
2010];
(d) in relation to the Eighth Issuer Series 4 Term AAA Advance, the
Funding 1 Interest Payment Dates falling in [September 2010] and
[December 2010];
(e) in relation to the Eight Issuer Series 5A1 Term AAA Advance, the
Funding 1 Interest Payment Date falling on or after the date on
which the Eighth Issuer Series 5A2 Term AAA Advance has been fully
repaid;
(f) in relation to the Eighth Issuer Series 5A2 Term AAA Advance, the
Funding 1 Interest Payment Dates falling in [September 2011] and
[December 2011];
(g) in relation to the Eighth Issuer Series 1 Term AA Advance, the
Funding 1 Interest Payment Date falling after the date on which the
Eighth Issuer Series 1 Term AAA Advance has been fully repaid;
(h) in relation to the Eighth Issuer Series 2 Term AA Advance, the
Funding 1 Interest Payment Date falling after the date on which the
Eighth Issuer Series 2 Term AAA Advance has been fully repaid;
(i) in relation to the Eighth Issuer Series 3 Term AA Advance, the
Funding 1 Interest Payment Date falling after the date on which the
Eighth Issuer Series 3 Term AAA Advance has been fully repaid;
(j) in relation to the Eighth Issuer Series 4 Term AA Advance, the
Funding 1 Interest Payment Date falling on or after the date on
which the Eighth Issuer Series 4 Term AAA Advance has been fully
repaid;
(k) in relation to the Eighth Issuer Series 1 Term BBB Advance, the
Funding 1 Interest Payment Date falling on or after the date on
which the Eighth Issuer Series 1 Term AA Advance has been fully
repaid;
(l) in relation to the Eighth Issuer Series 2 Term BBB Advance, the
Funding 1 Interest Payment Date falling on or after the date on
which the Eighth Issuer Series 2 Term AA Advance has been fully
repaid;
12
(m) in relation to the Eighth Issuer Series 3 Term BBB Advance, the
Funding 1 Interest Payment Date falling on or after the date on
which the Eighth Issuer Series 3 Term AA Advance has been fully
repaid; and
(n) in relation to the Eighth Issuer Series 4 Term BBB Advance, the
Funding 1 Interest Payment Date falling on or after the date on
which the Eighth Issuer Series 4 Term AA Advance has been fully
repaid;
EIGHTH ISSUER TERM BBB ADVANCES means the Eighth Issuer Series 1 Term BBB
Advance, the Eighth Issuer Series 2 Term BBB Advance, the Eighth Issuer
Series 3 Term BBB Advance and the Eighth Issuer Series 4 Term BBB
Advance;
EIGHTH ISSUER TRANSACTION ACCOUNT means the sterling account in the name
of the Eighth Issuer (account number [o], Permanent Financing (No. 8)
PLC, sort code 12-24-55) held with the Eighth Issuer Account Bank or such
other account at such other Eighth 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;
EIGHTH ISSUER TRANSACTION ACCOUNT MANDATE means the mandate pursuant to
which the Eighth Issuer Transaction Account has been established;
EIGHTH ISSUER TRANSACTION DOCUMENTS means those Transaction Documents to
which the Eighth Issuer is a party, including the Eighth Issuer
Intercompany Loan Agreement, the Eighth Issuer Trust Deed, the Eighth
Issuer Paying Agent and Agent Bank Agreement, the Eighth Issuer Deed of
Charge, the Eighth Issuer Cash Management Agreement, the Eighth Issuer
Swap Agreements, the Eighth Issuer Bank Account Agreement, the Eighth
Issuer Post-Enforcement Call Option Agreement and the Eighth Issuer
Corporate Services Agreement;
EIGHTH ISSUER TRUST DEED means the trust deed entered into on or about
the Eighth Issuer Closing Date between the Eighth Issuer and the Note
Trustee constituting the Eighth Issuer Notes (as the same may be amended
and/or supplemented from time to time);
EURIBOR will be determined by the Agent Bank on the following basis:
(a) on the Euro Interest Determination Date, the Agent Bank will
determine the arithmetic mean, rounded upwards to five decimal
places, of the offered quotations to prime banks in the Euro-zone
inter-bank market for three-month euro deposits of [e]10,000,000
(or, in the case of the first Interest Period, a linear
interpolation of such arithmetic means for two-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 Eighth Issuer with the approval
of the Note Trustee will be used.
In each of these cases, the determination will be made at or about
11.00 a.m., Brussels time, on that date. This is called the screen
rate for the Series 4 Issuer Notes;
(b) if, on any such Euro Interest Determination Date, the screen rate
is unavailable, the Agent Bank will:
(i) request the principal London office of each of the Reference
Banks to provide the Agent Bank with its offered quotation to
prime banks for euro deposits of the
13
equivalent amount, and for the relevant period, in the Eurozone
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
(a); 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 Eighth Issuer for the purpose
of agreeing a total of two banks in the Euro-zone interbank 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;
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 Eighth Issuer to receive and pay amounts under the Eighth Issuer
Intercompany Loan in sterling and to receive and pay amounts under the
Series 4 Class A Eighth Issuer Notes, the Series 4 Class B Eighth Issuer
Notes and the Series 4 Class C Eighth 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 Eighth Issuer Closing Date between the Eighth Issuer,
the Euro Currency Swap Providers and the Security Trustee (as the same
may be amended and/or supplemented from time to time);
EURO CURRENCY SWAP PROVIDERS means the Series 4 Eighth Issuer Swap
Provider;
EURO CURRENCY SWAP PROVIDER DEFAULT means the occurrence of an Event of
Default (as defined in the Euro Currency Swap Agreements) where the Euro
Currency Swap Provider is the Defaulting Party;
EURO DEFINITIVE EIGHTH ISSUER NOTES means the Series 4 Class A Definitive
Eighth Issuer Notes, the Series 4 Class B Definitive Eighth Issuer Notes
and the Series 4 Class C Definitive Eighth Issuer Notes;
EURO GLOBAL EIGHTH ISSUER NOTES means the Series 4 Class A Global Eighth
Issuer Note, the Series 4 Class B Global Eighth Issuer Note and the
Series 4 Class C Global Eighth 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;
14
EURO EIGHTH ISSUER NOTE means Euro Global Eighth Issuer Notes and the
Euro Definitive Eighth Issuer Notes, as applicable;
EVENT OF DEFAULT means an event of default pursuant to CONDITION 9 of the
Eighth Issuer Note Conditions;
EXCESS SWAP COLLATERAL means an amount (which will be transferred
directly to the relevant Eighth Issuer Swap Provider in accordance with
the relevant Eighth Issuer Swap Agreement) equal to the value of the
collateral (or the applicable part of any collateral) provided by any
Eighth Issuer Swap Provider to the Eighth Issuer in respect of that
Eighth Issuer Swap Provider's obligations to transfer collateral to the
Eighth Issuer under the relevant Eighth Issuer Swap Agreement which is in
excess of that Eighth Issuer Swap Provider's liability under the relevant
Eighth Issuer Swap Agreement as at the date of termination of the
relevant Eighth Issuer Swap Agreement or which it is otherwise entitled
to have returned to it under the terms of the relevant Eighth Issuer Swap
Agreement;
EXCHANGE RATE means the exchange rate set out in each Currency Swap
Agreement dated on or about the Eighth Issuer Closing Date;
EXTRAORDINARY RESOLUTION has the meaning set out in paragraph 23 of
SCHEDULE 4 to the Eighth Issuer Trust Deed;
FINAL MATURITY DATE means in respect of:
(a) the Series 1 Class A Eighth Issuer Notes, the Interest Payment Date
falling in [June2006];
(b) the Series 2 Class A Eighth Issuer Notes, the Interest Payment Date
falling in [June 2014];
(c) the Series 3 Class A Eighth Issuer Notes, the Interest Payment Date
falling in [September 2032];
(d) the Series 4 Class A Eighth Issuer Notes, the Interest Payment Date
falling in [September 2032];
(e) the Series 5 Class A1 Eighth Issuer Notes, the Interest Payment
Date falling in [June 2042];
(f) the Series 5 Class A2 Eighth Issuer Notes, the Interest Payment
Date falling in [September 2032];
(g) the Series 1 Class B Eighth Issuer Notes, the Interest Payment Date
falling in [June 2042];
(h) the Series 2 Class B Eighth Issuer Notes, the Interest Payment Date
falling in [June 2042];
(i) the Series 3 Class B Eighth Issuer Notes, the Interest Payment Date
falling in [June 2042];
(j) the Series 4 Class B Eighth Issuer Notes, the Interest Payment Date
falling in [June 2042];
(k) the Series 1 Class C Eighth Issuer Notes, the Interest Payment Date
falling in [June 2042];
(l) the Series 2 Class C Eighth Issuer Notes, the Interest Payment Date
falling in [June 2042];
(m) the Series 3 Class C Eighth Issuer Notes, the Interest Payment Date
falling in [June 2042]; and
(n) the Series 4 Class C Eighth Issuer Notes, the Interest Payment Date
falling in [June 2042];
15
FINAL REDEMPTION means the date on which all moneys and other liabilities for
the time being due or owing by the Eighth Issuer to the Note Trustee on behalf
of the Noteholders have been paid in full;
FINAL REPAYMENT DATE means in respect of:
(a) the Eighth Issuer Series 1 Term AAA Advance, the Interest Payment Date
falling in [June 2006];
(b) the Eighth Issuer Series 2 Term AAA Advances, the Interest Payment Date
falling in [June 2014];
(c) the Eighth Issuer Series 3 Term AAA Advances, the Interest Payment Date
falling in [September 2032];
(d) the Eighth Issuer Series 4 Term AAA Advance, the Interest Payment Date
falling in [September 2032];
(e) the Eighth Issuer Series 5A1 Term AAA Advance, the Interest Payment Date
falling in [June 2042];
(f) the Eighth Issuer Series 5A2 Term AAA Advance, the Interest Payment Date
falling in [September 2032];
(g) the Eighth Issuer Series 1 Term AA Advance, the Interest Payment Date
falling in [June 2042];
(h) the Eighth Issuer Series 2 Term AA Advance, the Interest Payment Date
falling in [June 2042];
(i) the Eighth Issuer Series 3 Term AA Advance, the Interest Payment Date
falling in [June 2042];
(j) the Eighth Issuer Series 4 Term AA Advance, the Interest Payment Date
falling in [June 2042];
(k) the Eighth Issuer Series 1 Term BBB Advance, the Interest Payment Date
falling in [June 2042];
(l) the Eighth Issuer Series 2 Term BBB Advance, the Interest Payment Date
falling in [June 2042];
(m) the Eighth Issuer Series 3 Term BBB Advance, the Interest Payment Date
falling in [June 2042]; and
(n) the Eighth 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 Eighth 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
16
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 Eighth 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 EIGHTH ISSUER NOTES means the global notes issued in respect of the
Eighth Issuer Notes, in the form of the Dollar Global Eighth Issuer Notes and
the Reg S Global Eighth Issuer Notes;
HBOSTS means HBOS Treasury Services plc;
INDEPENDENT CERTIFICATES means certificates of independent parties furnished by
the Eighth 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 Eighth 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 onemonth Dollar deposits and in the case
of the Dollar Issuer Notes (other than the Series 1 Class A Eighth 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 Eighth
Issuer with the approval of the Note Trustee; or
(b) in respect of the Series 4 Eighth 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 Eighth Issuer with the approval of the Note Trustee; or
(c) in respect of the Series 5 Eighth 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 Eighth Issuer with the approval of
the Note Trustee;
INTEREST AMOUNT means the amount of interest payable on each Eighth Issuer Note
in respect of the relevant Interest Period;
17
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 Eighth Issuer
Notes (other than the Series 1 Class A Eighth Issuer Notes) the period
from (and including) a Quarterly Interest Payment Date (or in respect of
the first Interest Period, the Eighth 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 Eighth Issuer Notes, the period from
(and including) a Series 1 Class A Interest Payment Date (or in respect
of the first interest period, the Eighth 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 Eighth Issuer Security in accordance with the
Eighth Issuer Deed of Charge (and, for purposes of the Series 1 Class A
Eighth Issuer Swap, following the first interest period), the Interest
Period for the Series 1 Class A Eighth 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 Eighth
Issuer by two directors of the Eighth Issuer;
ISSUER'S CERTIFICATE means a certificate signed in the name of the Eighth
Issuer by two directors of the Eighth Issuer;
JOINT LEAD UNDERWRITERS means:
(a) Citigroup Global Markets Limited;
(b) Credit Suisse First Boston (Europe) Limited; and
(c) UBS Limited;
LETTER OF REPRESENTATIONS means the letter of representations to DTC dated on
or about the Eighth Issuer Closing Date from the Principal Paying Agent and the
Eighth Issuer;
LONDON BUSINESS DAY means a day (other than a Saturday or Sunday) on which
banks are generally open for business in London;
LONDON STOCK EXCHANGE means the London Stock Exchange plc;
MANAGERS means,Citigroup Global Markets Limited, Credit Suisse First Boston
(Europe) Limited and UBS Limited;
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
18
[22nd] June, 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
Eighth Issuer Notes;
NOTEHOLDERS means the holders for the time being of the Eighth 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
Eighth Issuer Trust Deed, or such other person as may from time to time be
appointed as Note Trustee (or co-trustee) pursuant to the Eighth 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 Eighth Issuer Notes;
OFFICERS' CERTIFICATE means an officers certificate furnished by the Eighth
Issuer to the Note Trustee and/or the Security Trustee (as appropriate) and
complying with the provisions of section 314 of the Trust Indenture Act;
ONE-MONTH USD-LIBOR means the London Interbank Offered Rate for dollar
deposits, as determined by the Agent Bank on the following basis:
(a) on the applicable Dollar Interest Determination Date applicable to the
Series 1 Class A Eighth 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 Eighth 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
19
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 Eighth 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 Eighth 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 Eighth Issuer Post-
Enforcement Call Option Agreement;
OPTION EXERCISE DATE has the meaning ascribed to that expression in CONDITION
10 of the Eighth Issuer Notes and CLAUSE 2.1 of the Eighth 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 Eighth Issuer
Notes;
POTENTIAL NOTE EVENT OF DEFAULT has the same meaning as POTENTIAL EIGHTH ISSUER
EVENT OF DEFAULT;
POTENTIAL EIGHTH ISSUER EVENT OF DEFAULT or POTENTIAL EIGHTH 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 Eighth Issuer Event of Default;
PRINCIPAL AMOUNT OUTSTANDING has the meaning set out in CONDITION 5(C) of the
Eighth 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 Eighth Issuer Paying Agent and Agent Bank Agreement;
PROSPECTUS means the prospectus dated 9th June, 2005 in relation to the issue
of the Eighth Issuer Notes;
PURCHASE OPTION has the meaning given to it in CONDITION 5(F) of the Eighth
Issuer Notes;
QUARTERLY INTEREST PAYMENT DATE means in respect of the Eighth Issuer Notes
(other than the Series 1 Class A Eighth 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);
20
RATE OF INTEREST has the meaning given in CONDITION 4(C) of the Eighth 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 Eighth Issuer Charged Property by the
Security Trustee pursuant to the Eighth 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 Eighth Issuer Notes means the 15th day
prior to each Interest Payment Date;
REDEMPTION OPTION has the meaning given in Condition 5(F) of the Eighth Issuer
Notes;
REFERENCE BANKS means the initial Reference Banks (as defined in CONDITION 4(H)
of the Eighth Issuer Notes) and/or such other bank as may be appointed pursuant
to CONDITION 4(H) of the Eighth Issuer Notes;
REG S means Regulation S under the United States Securities Act of 1933, as
amended;
REG S DEFINITIVE EIGHTH ISSUER NOTES are, where Definitive Eighth Issuer Notes
are issued, the Eighth Issuer Notes (other than the Series 5 Class A2 Eighth
Issuer Notes) issued by the Eighth Issuer in exchange for the beneficial
interests represented by the Reg S Global Eighth Issuer Note of each class and
the Series 5 Class A2 Definitive Eighth Issuer Notes;
REG S GLOBAL EIGHTH ISSUER NOTES means the Series 4 Global Eighth Issuer Notes
and the Series 5 Global Eighth Issuer Notes;
REGISTER means the register of noteholders kept by the Registrar and which
records the identity of each Eighth Issuer Noteholder and the number of Eighth
Issuer Notes which each Eighth 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 Eighth Issuer under the
Eighth Issuer Paying Agent and Agent Bank Agreement to record the holders of
Eighth 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 Eighth Issuer Paying Agent and Agent Bank Agreement;
RELEVANT MARGIN means:
(a) in respect of the Series 1 Class A Eighth Issuer Notes, [o] per cent. per
annum;
(b) in respect of the Series 1 Class B Eighth Issuer Notes, [o] per cent. per
annum up to and including the Interest Period ending in [December 2011]
and thereafter [o] per cent. per annum;
(c) in respect of the Series 1 Class C Eighth Issuer Notes,[o] per cent. per
annum up to and including the Interest Period ending in [December 2011]
and thereafter [o] per cent. per annum;
21
(d) in respect of the Series 2 Class A Eighth Issuer Notes, [o] per cent. per
annum up to and including the Interest Period ending in [December 2011]
and thereafter [o] per cent. per annum;
(e) in respect of the Series 2 Class B Eighth Issuer Notes, [o] per cent. per
annum up to and including the Interest Period ending in [December 2011]
and thereafter [o] per cent. per annum;
(f) in respect of the Series 2 Class C Eighth Issuer Notes, [o] per cent. per
annum up to and including the Interest Period ending in [December 2011]
and thereafter [o] per cent. per annum;
(g) in respect of the Series 3 Class A Eighth Issuer Notes, [o] per cent. per
annum up to and including the Interest Period ending in [December 2011]
and thereafter [o] per cent. per annum;
(h) in respect of the Series 3 Class B Eighth Issuer Notes, [o] per cent. per
annum up to and including the Interest Period ending in [December 2011]
and thereafter [o] per cent. per annum;
(i) in respect of the Series 3 Class C Eighth Issuer Notes, [o] per cent. per
annum up to and including the Interest Period ending in [December 2011]
and thereafter [o] per cent. per annum;
(j) in respect of the Series 4 Class A Eighth Issuer Notes, [o] per cent. per
annum up to and including the Interest Period ending in [December 2011]
and thereafter [o] per cent. per annum;
(k) in respect of the Series 4 Class B Eighth Issuer Notes, [o] per cent. per
annum up to and including the Interest Period ending in [December 2011]
and thereafter [o] per cent. per annum;
(l) in respect of the Series 4 Class C Eighth Issuer Notes, [o] per cent. per
annum up to and including the Interest Period ending in [December 2011]
and thereafter [o] per cent. per annum;
(m) in respect of the Series 5 Class A1 Eighth Issuer Notes, [o] per cent.
per annum up to and including the Interest Period ending in [December
2011] and thereafter [o] per cent. per annum; and
(n) in respect of the Series 5 Class A2 Eighth Issuer Notes, [o] per cent.
per annum up to and including the Interest Period ending in [December
2011] and thereafter [o] 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 Eighth 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;
22
(ii) in respect of subsequent Interest Periods in respect of the Series
1 Class B Eighth Issuer Notes, the Series 1 Class C Eighth Issuer
Notes, the Series 2 Eighth Issuer Notes and the Series 3 Eighth
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
4 Eighth 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
5 Eighth 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 Eighth Issuer with the approval of
the Note Trustee (rounded upwards, if necessary, to five decimal places);
RELEVANT EIGHTH ISSUER NOTES has the meaning given in CLAUSE 2.2 of the Eighth
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 Eighth Issuer Series 3 Term AAA Advance, the repayments
of principal due on [March 2010] and [June 2010], being the Scheduled
Repayment Dates of the Eighth Issuer Series 3 Term AAA Advance; or
(b) in respect of the Eighth Issuer Series 4 Term AAA Advance, the repayments
of principal due on [September 2010] and [December 2010], being the
Scheduled Repayment Dates of the Eighth Issuer Series 4 Term AAA Advance;
or
(c) in respect of the Eighth Issuer Series 5A2 Term AAA Advance, the
repayments of principal due on [September 2011] and [December 2011],
being the Scheduled Repayment Dates of the Eighth Issuer Series 5A2 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 Eighth Issuer Series 3 Term AAA
Advance and/or the Eighth Issuer Series 4 Term AAA Advance and/or the Eighth
Issuer Series 5A2 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;
23
SCHEDULED PRINCIPAL REPAYMENT means, in respect of the Eighth Issuer Term AAA
Advances, the Eighth Issuer Term AA Advances, the Eighth 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 Eighth Issuer Notes, the Interest
Payment Date in [June 2006];
(b) in respect of the Series 2 Class A Eighth Issuer Notes, the Interest
Payment Date in [June 2008];
(c) in respect of the Series 3 Class A Eighth Issuer Notes, the Interest
Payment Dates in [March 2010] and [June 2010];
(d) in respect of the Series 4 Class A Eighth Issuer Notes, the Interest
Payment Dates in [September 2010] and [December 2010]; and
(e) in respect of the Series 5 Class A2 Eighth Issuer Notes, the Interest
Payment Date in [September 2011] and [December 2011];
SCHEDULED REPAYMENT DATES means:
(a) in respect of the Eighth Issuer Series 1 Term AAA Advance, the Interest
Payment Date in [June 2006];
(b) in respect of the Eighth Issuer Series 2 Term AAA Advance, the Interest
Payment Date in [June 2008];
(c) in respect of the Eighth Issuer Series 3 Term AAA Advance, the Interest
Payment Dates in [March 2010] and [June 2010];
(d) in respect of the Eighth Issuer Series 4 Term AAA Advance, the Interest
Payment Dates in [September 2010] and [December 2010];
(e) in respect of the Eighth Issuer Series 5A2 Term AAA Advance, the Interest
Payment Date in [September 2011] and [December 2011];
(f) in respect of any New Term Advance which is intended to be an Eighth
Issuer Bullet Term Advance, the Scheduled Repayment Date of that Eighth
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 Eighth Issuer, the Eighth Issuer
Secured Creditors, the Eighth Issuer Deed of Charge, the Eighth Issuer Security
and the Eighth 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 Eighth 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 Eighth Issuer Deed of Charge;
24
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 Eighth Issuer Pre-Enforcement Revenue Priority of Payments;
SERIES 1 CLASS A EIGHTH ISSUER NOTES means the US$[1,250,000,000] series 1
class A asset backed floating rate notes due [June 2006];
SERIES 1 CLASS B EIGHTH ISSUER NOTES means the US$[59,000,000] series 1 class B
asset backed floating rate notes due [June 2042];
SERIES 1 CLASS C EIGHTH ISSUER NOTES means the US$[67,100,000] series 1 class C
asset backed floating rate notes due [June 2042];
SERIES 2 CLASS A EIGHTH ISSUER NOTES means the US$[1,250,000,000] series 2
class A asset backed floating rate notes due [June 2014];
SERIES 2 CLASS B EIGHTH ISSUER NOTES means the US$[59,000,000] series 2 class B
asset backed floating rate notes due [June 2042];
SERIES 2 CLASS C EIGHTH ISSUER NOTES means the US$[67,100,000] series 2 class C
asset backed floating rate notes due [June 2042];
SERIES 3 CLASS A EIGHTH ISSUER NOTES means the US$[750,000,000] series 3 class
A asset backed floating rate notes due [September 2032];
SERIES 3 CLASS B EIGHTH ISSUER NOTES means the US$[35,300,000] series 3 class B
asset backed floating rate notes due [June 2042];
SERIES 3 CLASS C EIGHTH ISSUER NOTES means the US$[40,300,000] series 3 class C
asset backed floating rate notes due [June 2042];
SERIES 4 CLASS A EIGHTH ISSUER NOTES means the [e][750,000,000] series 4 class
A asset backed floating rate notes due [September 2032];
SERIES 4 CLASS B EIGHTH ISSUER NOTES means the[e][35,300,000] series 4 class B
asset backed floating rate notes due [June 2042];
SERIES 4 CLASS C EIGHTH ISSUER NOTES means the [e][40,200,000] series 4 class C
asset backed floating rate notes due [June 2042];
SERIES 5 CLASS A EIGHTH ISSUER NOTES means the Series 5 Class A1 Eighth Issuer
Notes and the Series 5 Class A2 Eighth Issuer Notes;
SERIES 5 CLASS A1 EIGHTH ISSUER NOTES means the [GBP][400,000,000] series 5
class A1 asset backed floating rate notes due [June 2042];
SERIES 5 CLASS A2 EIGHTH ISSUER NOTES means the [GBP][600,000,000] series 5
class A2 asset backed floating rate notes due [September 2032];
SERIES 1 CLASS A EIGHTH ISSUER NOTEHOLDERS means the holders for the time being
of the Series 1 Class A Eighth Issuer Notes;
25
SERIES 1 CLASS B EIGHTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 1 Class B Eighth Issuer Notes;
SERIES 1 CLASS C EIGHTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 1 Class C Eighth Issuer Notes;
SERIES 2 CLASS A EIGHTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 2 Class A Eighth Issuer Notes;
SERIES 2 CLASS B EIGHTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 2 Class B Eighth Issuer Notes;
SERIES 2 CLASS C EIGHTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 2 Class C Eighth Issuer Notes;
SERIES 3 CLASS A EIGHTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 3 Class A Eighth Issuer Notes;
SERIES 3 CLASS B EIGHTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 3 Class B Eighth Issuer Notes;
SERIES 3 CLASS C EIGHTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 3 Class C Eighth Issuer Notes;
SERIES 4 CLASS A EIGHTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 4 Class A Eighth Issuer Notes;
SERIES 4 CLASS B EIGHTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 4 Class B Eighth Issuer Notes;
SERIES 4 CLASS C EIGHTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 4 Class C Eighth Issuer Notes;
SERIES 5 CLASS A EIGHTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 5 Class A Eighth Issuer Notes;
SERIES 5 CLASS A1 EIGHTH ISSUER NOTEHOLDERS means the holders for the
time being of the Series 5 Class A1 Eighth Issuer Notes;
SERIES 5 CLASS A2 EIGHTH ISSUER NOTEHOLDERS means the holders for the
time being of the Series 5 Class A2 Eighth Issuer Notes;
SERIES 1 CLASS A GLOBAL EIGHTH ISSUER NOTE means a separate global note
in registered form representing the Series 1 Class A Eighth Issuer Notes;
SERIES 1 CLASS B GLOBAL EIGHTH ISSUER NOTE means a separate global note
in registered form representing the Series 1 Class B Eighth Issuer Notes;
SERIES 1 CLASS C GLOBAL EIGHTH ISSUER NOTE means a separate global note
in registered form representing the Series 1 Class C Eighth Issuer Notes;
SERIES 1 GLOBAL EIGHTH ISSUER NOTES means the Series 1 Class A Global
Eighth Issuer Note, the Series 1 Class B Global Eighth Issuer Note and
the Series 1 Class C Eighth Issuer Global Note;
26
SERIES 2 CLASS A GLOBAL EIGHTH ISSUER NOTE means a separate global note
in registered form representing the Series 2 Class A Eighth Issuer Notes;
SERIES 2 CLASS B GLOBAL EIGHTH ISSUER NOTE means a separate global note
in registered form representing the Series 2 Class B Eighth Issuer Notes;
SERIES 2 CLASS C GLOBAL EIGHTH ISSUER NOTE means a separate global note
in registered form representing the Series 2 Class C Eighth Issuer Notes;
SERIES 2 GLOBAL EIGHTH ISSUER NOTES means the Series 2 Class A Global
Eighth Issuer Note, Series 2 Class B Global Eighth Issuer Note and the
Series 2 Class C Global Eighth Issuer Note;
SERIES 3 CLASS A GLOBAL EIGHTH ISSUER NOTE means a separate global note
in registered form representing the Series 3 Class A Eighth Issuer Notes;
SERIES 3 CLASS B GLOBAL EIGHTH ISSUER NOTE means a separate global note
in registered form representing the Series 3 Class B Eighth Issuer Notes;
SERIES 3 CLASS C GLOBAL EIGHTH ISSUER NOTE means a separate global note
in registered form representing the Series 3 Class C Eighth Issuer Notes;
SERIES 3 GLOBAL EIGHTH ISSUER NOTES means the Series 3 Class A Global
Eighth Issuer Note, Series 3 Class B Global Eighth Issuer Note and the
Series 3 Class C Global Eighth Issuer Note;
SERIES 4 CLASS A GLOBAL EIGHTH ISSUER NOTE means a separate global note
in registered form representing the Series 4 Class A Eighth Issuer Notes;
SERIES 4 CLASS B GLOBAL EIGHTH ISSUER NOTE means a separate global note
in registered form representing the Series 4 Class B Eighth Issuer Notes;
SERIES 4 CLASS C GLOBAL EIGHTH ISSUER NOTE means a separate global note
in registered form representing the Series 4 Class C Eighth Issuer Notes;
SERIES 4 GLOBAL EIGHTH ISSUER NOTES means the Series 4 Class A Global
Eighth Issuer Notes, the Series 4 Class B Global Eighth Issuer Note and
the Series 4 Class C Global Eighth Issuer Note;
SERIES 5 CLASS A1 GLOBAL EIGHTH ISSUER NOTE means a separate global note
in registered form representing the Series 5 Class A1 Eighth Issuer
Notes;
SERIES 5 CLASS A2 DEFINITIVE EIGHTH ISSUER NOTES the Series 5 Class A2
Eighth Issuer Notes, issued in definitive registered form;
SERIES 5 CLASS A2 GLOBAL EIGHTH ISSUER NOTE means a separate global note
in registered form representing the Series 5 Class A2 Eighth Issuer Notes
which may be issued in respect of the Series 5 Class A2 Eighth Issuer
Notes pursuant to, and in the circumstances specified in, Condition 13;
SERIES 5 GLOBAL EIGHTH ISSUER NOTES means the Series 5 Class A1 Global
Eighth Issuer Note and the Series 5 Class A2 Global Eighth Issuer Note;
SERIES 1 EIGHTH ISSUER NOTES means collectively the Series 1 Class A
Eighth Issuer Notes, the Series 1 Class B Eighth Issuer Notes and the
Series 1 Class C Eighth Issuer Notes;
SERIES 2 EIGHTH ISSUER NOTES means collectively the Series 2 Class A
Eighth Issuer Notes, the Series 2 Class B Eighth Issuer Notes, and the
Series 2 Class C Eighth Issuer Notes;
27
SERIES 3 EIGHTH ISSUER NOTES means collectively the Series 3 Class A
Eighth Issuer Notes, the Series 3 Class B Eighth Issuer Notes and the
Series 3 Class C Eighth Issuer Notes;
SERIES 4 EIGHTH ISSUER NOTES means collectively the Series 4 Class A
Eighth Issuer Notes, the Series 4 Class B Eighth Issuer Notes and the
Series 4 Class C Eighth Issuer Notes;
SERIES 5 EIGHTH ISSUER NOTES means the Series 5 Class A Eighth Issuer
Notes;
SERIES 1 CLASS A INTEREST PAYMENT DATE means in respect of the Series 1
Class A Eighth 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
[June 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 Eighth
Issuer Security in accordance with the Eighth 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 EIGHTH ISSUER SWAP means the sterling-dollar currency
swap which enables the Eighth Issuer to receive and pay amounts under the
Eighth Issuer Intercompany Loan in sterling and to receive and pay
amounts under the Series 1 Class A Eighth Issuer Notes in dollars;
SERIES 1 CLASS A EIGHTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into
on or about the Eighth Issuer Closing Date between the Series 1 Class A
Eighth Issuer Swap Provider, the Eighth Issuer and the Security Trustee
as amended and supplemented from time to time;
SERIES 1 CLASS B EIGHTH ISSUER SWAP means the sterling-dollar currency
swap which enables the Eighth Issuer to receive and pay amounts under the
Eighth Issuer Intercompany Loan in sterling and to receive and pay
amounts under the Series 1 Class B Eighth Issuer Notes in dollars;
SERIES 1 CLASS B EIGHTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into
on or about the Eighth Issuer Closing Date between the Series 1 Class B
Eighth Issuer Swap Provider, the Eighth Issuer and the Security Trustee
as amended and supplemented from time to time;
SERIES 1 CLASS C EIGHTH ISSUER SWAP means the sterling-dollar currency
swap which enables the Eighth Issuer to receive and pay amounts under the
Eighth Issuer Intercompany Loan in sterling and to receive and pay
amounts under the Series 1 Class C Eighth Issuer Notes in dollars;
SERIES 1 CLASS C EIGHTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into
on or about the Eighth Issuer Closing Date between the Series 1 Class C
Eighth Issuer Swap Provider, the Eighth Issuer and the Security Trustee
as amended and supplemented from time to time;
SERIES 1 EIGHTH ISSUER SWAP AGREEMENTS means the Series 1 Class A Eighth
Issuer Swap Agreement, the Series 1 Class B Eighth Issuer Swap Agreement
and the Series 1 Class C Issuer Swap Agreement;
SERIES 1 CLASS A EIGHTH ISSUER SWAP PROVIDER means UBS Limited or such
other swap provider appointed from time to time in relation to the Series
1 Eighth Issuer Notes;
SERIES 1 CLASS B EIGHTH ISSUER SWAP PROVIDER means UBS Limited or such
other swap provider appointed from time to time in relation to the Series
1 Eighth Issuer Notes;
28
SERIES 1 CLASS C EIGHTH ISSUER SWAP PROVIDER means UBS Limited or such
other swap provider appointed from time to time in relation to the Series
1 Eighth Issuer Notes;
SERIES 1 EIGHTH ISSUER SWAP PROVIDER means the Series 1 Class A Eighth
Issuer Swap Provider, the Series 1 Class B Eighth Issuer Swap Provider
and the Series 1 Class C Eighth Issuer Swap Provider;
SERIES 2 CLASS A EIGHTH ISSUER SWAP means the sterling-dollar currency
swap which enables the Eighth Issuer to receive and pay amounts under the
Eighth Issuer Intercompany Loan in sterling and to receive and pay
amounts under the Series 2 Class A Eighth Issuer Notes in dollars;
SERIES 2 CLASS A EIGHTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into
on or about the Eighth Issuer Closing Date between the Series 2 Class A
Eighth Issuer Swap Provider, the Eighth Issuer and the Security Trustee
as amended and supplemented from time to time;
SERIES 2 CLASS B EIGHTH ISSUER SWAP means the sterling-dollar currency
swap which enables the Eighth Issuer to receive and pay amounts under the
Eighth Issuer Intercompany Loan in sterling and to receive and pay
amounts under the Series 2 Class B Eighth Issuer Notes in dollars;
SERIES 2 CLASS B EIGHTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into
on or about the Eighth Issuer Closing Date between the Series 2 Class B
Eighth Issuer Swap Provider, the Eighth Issuer and the Security Trustee
as amended and supplemented from time to time;
SERIES 2 CLASS C EIGHTH ISSUER SWAP means the sterling-dollar currency
swap which enables the Eighth Issuer to receive and pay amounts under the
Eighth Issuer Intercompany Loan in sterling and to receive and pay
amounts under the Series 2 Class C Eighth Issuer Notes in dollars;
SERIES 2 CLASS C EIGHTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into
on or about the Eighth Issuer Closing Date between the Series 2 Class C
Eighth Issuer Swap Provider, the Eighth Issuer and the Security Trustee
as amended and supplemented from time to time;
SERIES 2 EIGHTH ISSUER SWAP AGREEMENTS means the Series 2 Class A Eighth
Issuer Swap Agreement, the Series 2 Class B Eighth Issuer Swap Agreement
and the Series 2 Class C Eighth Issuer Swap Agreement;
SERIES 2 CLASS A EIGHTH ISSUER SWAP PROVIDER means ABN AMRO Bank N.V. or
such other swap provider appointed from time to time in relation to the
Series 2 Eighth Issuer Notes;
SERIES 2 CLASS B EIGHTH ISSUER SWAP PROVIDER means ABN AMRO Bank N.V. or
such other swap provider appointed from time to time in relation to the
Series 2 Eighth Issuer Notes;
SERIES 2 CLASS C EIGHTH ISSUER SWAP PROVIDER means ABN AMRO Bank N.V. or
such other swap provider appointed from time to time in relation to the
Series 1 Eighth Issuer Notes;
SERIES 2 EIGHTH ISSUER SWAP PROVIDER means the Series 2 Class A Eighth
Issuer Swap Provider, the Series 2 Class B Eighth Issuer Swap Provider,
and the Series 2 Class C Currency Swap Provider;
SERIES 3 CLASS A EIGHTH ISSUER SWAP means the sterling-dollar currency
swap which enables the Eighth Issuer to receive and pay amounts under the
Eighth Issuer Intercompany Loan in sterling and to receive and pay
amounts under the Series 3 Class A Eighth Issuer Notes in dollars;
29
SERIES 3 CLASS A EIGHTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into
on or about the Eighth Issuer Closing Date between the Series 3 Class A
Eighth Issuer Swap Provider, the Eighth Issuer and the Security Trustee
as amended and supplemented from time to time;
SERIES 3 CLASS B EIGHTH ISSUER SWAP means the sterling-dollar currency
swap which enables the Eighth Issuer to receive and pay amounts under the
Eighth Issuer Intercompany Loan in sterling and to receive and pay
amounts under the Series 3 Class B Eighth Issuer Notes in dollars;
SERIES 3 CLASS B EIGHTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into
on or about the Eighth Issuer Closing Date between the Series 3 Class B
Eighth Issuer Swap Provider, the Eighth Issuer and the Security Trustee
as amended and supplemented from time to time;
SERIES 3 CLASS C EIGHTH ISSUER SWAP means the sterling-dollar currency
swap which enables the Eighth Issuer to receive and pay amounts under the
Eighth Issuer Intercompany Loan in sterling and to receive and pay
amounts under the Series 3 Class C Eighth Issuer Notes in dollars;
SERIES 3 CLASS C EIGHTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into
on or about the Eighth Issuer Closing Date between the Series 3 Class C
Eighth Issuer Swap Provider, the Eighth Issuer and the Security Trustee
as amended and supplemented from time to time;
SERIES 3 EIGHTH ISSUER SWAP AGREEMENTS means the Series 3 Class A Eighth
Issuer Swap Agreement, the Series 3 Class B Eighth Issuer Swap Agreement,
and the Series 3 Class C Eighth Issuer Swap Agreement;
SERIES 3 CLASS A EIGHTH ISSUER SWAP PROVIDER means IXIS Corporate &
Investment Bank or such other swap provider appointed from time to time
in relation to the Series 3 Eighth Issuer Notes;
SERIES 3 CLASS B EIGHTH ISSUER SWAP PROVIDER means IXIS Corporate &
Investment Bank or such other swap provider appointed from time to time
in relation to the Series 3 Eighth Issuer Notes;
SERIES 3 CLASS C EIGHTH ISSUER SWAP PROVIDER means IXIS Corporate &
Investment Bank or such other swap provider appointed from time to time
in relation to the Series 3 Eighth Issuer Notes;
SERIES 3 EIGHTH ISSUER SWAP PROVIDER means the Series 3 Class A Eighth
Issuer Swap Provider, the Series 4 Class B Eighth Issuer Swap Provider
and the Series 3 Class C Eighth Issuer Swap Provider;
SERIES 4 CLASS A EIGHTH ISSUER SWAP means the sterling-euro currency swap
which enables the Eighth Issuer to receive and pay amounts under the
Eighth Issuer Intercompany Loan in sterling and to receive and pay
amounts under the Series 4 Class A Eighth Issuer Notes in euro;
SERIES 4 CLASS A EIGHTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into
on or about the Eighth Issuer Closing Date between the Series 4 Class A
Eighth Issuer Swap Provider, the Eighth Issuer and the Security Trustee
as amended and supplemented from time to time;
SERIES 4 CLASS B EIGHTH ISSUER SWAP means the sterling-euro currency swap
which enables the Eighth Issuer to receive and pay amounts under the
Eighth Issuer Intercompany Loan in sterling and to receive and pay
amounts under the Series 4 Class B Eighth Issuer Notes in euro;
SERIES 4 CLASS B EIGHTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into
on or about the Eighth Issuer Closing Date
30
between the Series 4 Class B Eighth Issuer Swap Provider, the Eighth
Issuer and the Security Trustee as amended and supplemented from time to
time;
SERIES 4 CLASS C EIGHTH ISSUER SWAP means the sterling-euro currency swap
which enables the Eighth Issuer to receive and pay amounts under the
Eighth Issuer Intercompany Loan in sterling and to receive and pay
amounts under the Series 4 Class C Eighth Issuer Notes in euro;
SERIES 4 CLASS C EIGHTH ISSUER SWAP AGREEMENT means the ISDA Master
Agreement (including the schedule and confirmation thereto) entered into
on or about the Eighth Issuer Closing Date between the Series 4 Class C
Eighth Issuer Swap Provider, the Eighth Issuer and the Security Trustee
as amended and supplemented from time to time;
SERIES 4 EIGHTH ISSUER SWAP AGREEMENTS means the Series 4 Class A Eighth
Issuer Swap Agreement, the Series 4 Class B Eighth Issuer Swap Agreement
and the Series 4 Class C Eighth Issuer Swap Agreement;
SERIES 4 CLASS A EIGHTH ISSUER SWAP PROVIDER means ABN AMRO Bank N.V. or
such other swap provider appointed from time to time in relation to the
Series 4 Eighth Issuer Notes;
SERIES 4 CLASS B EIGHTH ISSUER SWAP PROVIDER means ABN AMRO Bank N.V. or
such other swap provider appointed from time to time in relation to the
Series 4 Eighth Issuer Notes;
SERIES 4 CLASS C EIGHTH ISSUER SWAP PROVIDER means ABN AMRO Bank N.V. or
such other swap provider appointed from time to time in relation to the
Series 4 Eighth Issuer Notes;
SERIES 4 EIGHTH ISSUER SWAP PROVIDER means the Series 4 Class A Eighth
Issuer Swap Provider, the Series 4 Class B Eighth Issuer Swap Provider
and the Series 4 Class C Currency Swap Provider;
SERIES 1 DEFINITIVE EIGHTH ISSUER NOTES means the Series 1 Class A
Definitive Eighth Issuer Notes, the Series 1 Class B Definitive Eighth
Issuer Notes and the Series 1 Class C Definitive Eighth Issuer Notes;
SERIES 1 CLASS A DEFINITIVE EIGHTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 1
Class A Eighth Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 1 Class
A Definitive Eighth 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 Eighth Issuer Trust Deed;
SERIES 1 CLASS B DEFINITIVE EIGHTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 1
Class B Eighth Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 1 Class
B Definitive Eighth 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 Eighth Issuer Trust Deed;
SERIES 1 CLASS C DEFINITIVE EIGHTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 1
Class C Eighth Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 1 Class
C Definitive Eighth 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 Eighth Issuer Trust Deed;
SERIES 2 CLASS A DEFINITIVE EIGHTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 2
Class A Eighth Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 2 Class
A Definitive
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Eighth 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 Eighth Issuer Trust Deed;
SERIES 2 CLASS B DEFINITIVE EIGHTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 2
Class B Eighth Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 2 Class
B Definitive Eighth 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 Eighth Issuer Trust Deed;
SERIES 2 CLASS C DEFINITIVE EIGHTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 2
Class C Eighth Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 2 Class
C Definitive Eighth 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 Eighth Issuer Trust Deed;
SERIES 2 DEFINITIVE EIGHTH ISSUER NOTES means the Series 2 Class A
Definitive Eighth Issuer Notes, the Series 2 Class B Definitive Eighth
Issuer Notes, and the Series 2 Class C Definitive Eighth Issuer Notes;
SERIES 3 CLASS A DEFINITIVE EIGHTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 3
Class A Eighth Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 3 Class
A Definitive Eighth 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 Eighth Issuer Trust Deed;
SERIES 3 CLASS B DEFINITIVE EIGHTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 3
Class B Eighth Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 3 Class
B Definitive Eighth 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 Eighth Issuer Trust Deed;
SERIES 3 CLASS C DEFINITIVE EIGHTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 3
Class C Eighth Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 3 Class
C Definitive Eighth 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 Eighth Issuer Trust Deed;
SERIES 3 DEFINITIVE EIGHTH ISSUER NOTES means the Series 3 Class A
Definitive Eighth Issuer Notes, the Series 3 Class B Definitive Eighth
Issuer Notes and the Series 3 Class C Definitive Eighth Issuer Notes;
SERIES 4 CLASS A DEFINITIVE EIGHTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 4
Class A Eighth Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 4 Class
A Definitive Eighth Issuer Notes issued pursuant to Condition 14 and
which are issued substantially in the form described in and set out in
PART 10 of SCHEDULE 2 to the Eighth Issuer Trust Deed;
SERIES 4 CLASS B DEFINITIVE EIGHTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 4
Class B Eighth Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 4 Class
B Definitive Eighth 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 Eighth Issuer Trust Deed;
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SERIES 4 CLASS C DEFINITIVE EIGHTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 4
Class C Eighth Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 4 Class
C Definitive Eighth 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 Eighth Issuer Trust Deed;
SERIES 4 DEFINITIVE EIGHTH ISSUER NOTES means the Series 4 Class A
Definitive Eighth Issuer Notes, the Series 4 Class B Definitive Eighth
Issuer Notes and the Series 4 Class C Definitive Eighth Issuer Notes;
SERIES 5 CLASS A DEFINITIVE EIGHTH ISSUER NOTES means the Series 5 Class
A1 Definitive Eighth Issuer Notes and the Series 5 Class A2 Definitive
Eighth Issuer Notes;
SERIES 5 CLASS A1 DEFINITIVE EIGHTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 5
Class A1 Eighth Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 5 Class
A1 Definitive Eighth 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 Eighth Issuer Trust Deed;
SERIES 5 CLASS A2 DEFINITIVE EIGHTH ISSUER NOTES means the registered
notes in definitive form which may be issued in respect of the Series 5
Class A2 Eighth Issuer Notes pursuant to, and in the circumstances
specified in, Condition 1 and includes any replacement for Series 5 Class
A2 Definitive Eighth Issuer Notes issued pursuant to Condition 14 and
which are issued substantially in the form described in and set out in
PART 14 of SCHEDULE 2 to the Eighth Issuer Trust Deed;
SERIES 5 DEFINITIVE EIGHTH ISSUER NOTES means the Series 5 Class A1
Definitive Eighth Issuer Notes and the Series 5 Class A2 Definitive
Eighth Issuer Notes,;
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
Eighth Issuer Paying Agent and Agent Bank Agreement or such other
specified notice as may be notified to the Eighth Issuer and the Security
Trustee pursuant to the Eighth Issuer Paying Agent and Agent Bank
Agreement;
STANDARD & POOR'S means Standard & Poor's Rating Services, a division of
The McGraw-Hill Companies, Inc. and any successor to its ratings
business;
STERLING DEFINITIVE EIGHTH ISSUER NOTES means the Series 5 Class A
Definitive Eighth Issuer Notes;
STERLING GLOBAL EIGHTH ISSUER NOTES means the Series 5 Class A1 Global
Eighth Issuer Notes and the Series 5 Class A2 Global Eighth Issuer Notes;
STERLING EIGHTH ISSUER NOTES means the Sterling Definitive Eighth Issuer
Notes and the Sterling Global Eighth 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
33
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 Eighth 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 Eighth Issuer for the purpose of
agreeing a total of two banks to provide such quotations and the
relevant rate for that Interest Period will be the arithmetic mean
of the quotations as calculated in paragraph (b). If no such banks
are agreed then the relevant rate for that Interest Period will be
the rate in effect for the last preceding Interest Period for which
paragraph (a) or (b) was applicable;
SUBSCRIPTION AGREEMENT means the Subscription Agreement relating to the
sale of the Series 4 Eighth Issuer Notes and the Series 5 Eighth Issuer
Notes, dated [9th] June, 2005 between Funding 1, Halifax, the Mortgages
Trustee, the Eighth Issuer and the Managers;
SUCCESSOR AGENT means any successor to any Agent who may be appointed by
the Eighth Issuer under the Eighth Issuer Paying Agent and Agent Bank
Agreement;
SUCCESSOR AGENT BANK means any successor to the Agent Bank who may be
appointed by the Eighth Issuer under the Eighth Issuer Paying Agent and
Agent Bank Agreement;
SUCCESSOR PAYING AGENT means any successor to any Paying Agent who may be
appointed by the Eighth Issuer under the Eighth 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 Eighth Issuer under the Eighth
Issuer Paying Agent and Agent Bank Agreement;
SWAP AGREEMENTS means the Currency Swap Agreements;
34
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 Eighth Issuer Closing Date to the corresponding
class of Eighth Issuer Notes, the proceeds of which are applied by the
Eighth Issuer to make such Term Advance to Funding 1. Any subsequent
changes made to the ratings of the Eighth 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 Eighth Issuer Notes, the Series 1 Class C
Eighth Issuer Notes, the Series 2 Class A Eighth Issuer Notes, the
Series 2 Class B Eighth Issuer Notes, the Series 2 Class C Eighth
Issuer Notes, the Series 3 Class A Eighth Issuer Notes, the Series
3 Class B Eighth Issuer Notes and the Series 3 Class C Eighth
Issuer Notes, the Agent Bank will determine the arithmetic mean,
rounded upwards to five decimal places, of the offered quotations
to leading banks in the London inter-bank market for three-month
dollar deposits. The Three-Month USD-LIBOR for the first Interest
Period shall be the linear interpolation of the arithmetic mean of
such offered quotations for two-month and three-month Dollar
deposits (rounded upwards, if necessary, to five decimal places).
This will be determined by reference to the display as quoted on
the Moneyline Telerate Screen No. 3750 or, if the Moneyline
Telerate Screen No. 3750 stops providing these quotations, the
replacement service for the purposes of displaying this information
will be used. If the replacement service stops displaying the
information, another page as determined by the issuer with the
approval of the Note Trustee will be used.
In each of these cases, the determination will be made as at or
about 11.00 a.m., London time, on that date;
(b) if, on any such Dollar Interest Determination Date, the screen rate
is unavailable, the Agent Bank will:
(i) request the principal London office of each of the Reference
Banks to provide the Agent Bank with its offered quotation to
leading banks for dollar deposits of the equivalent amount and
for the relevant period, in the London inter-bank market as at
or about 11.00 a.m. (London time); and
(ii)calculate the arithmetic mean, rounded upwards to five decimal
places, of those quotations;
35
(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 Eighth 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 Eighth Issuer Intercompany Loan Agreement;
(d) the Mortgages Trust Deed;
(e) the Halifax Deed and Power of Attorney in relation to the Mortgages
Trust Deed;
(f) the Mortgage Sale Agreement;
(g) the Seller Power of Attorney;
(h) the Eighth Issuer Deed of Charge;
(i) the Second Supplemental Funding 1 Deed of Charge;
(j) the Eighth 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 Eighth Issuer Swap Agreements;
(o) the Funding 1 Swap Agreement;
(p) the Eighth Issuer Trust Deed;
(q) the Eighth Issuer Paying Agent and Agent Bank Agreement;
(r) the Servicing Agreement;
(s) the Cash Management Agreement;
(t) the Eighth Issuer Cash Management Agreement;
36
(u) the Funding 1 Guaranteed Investment Contract;
(v) the Mortgages Trustee Guaranteed Investment Contract;
(w) the Eighth Issuer Post-Enforcement Call Option Agreement;
(x) the Bank Account Agreement;
(y) the Eighth Issuer Bank Account Agreement;
(z) the Funding 1 Corporate Services Agreement;
(aa) the Eighth Issuer Corporate Services Agreement;
(bb) the Master Definitions and Construction Schedule;
(cc) the Eighth Issuer Master Definitions and Construction Schedule;
(dd) each Scottish Declaration of Trust;
(ee) the Mortgages Trustee Corporate Services Agreement; and
(ff) the Eighth 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
Eighth Issuer under the Eighth Issuer Paying Agent and Agent Bank
Agreement to administer the transfer of Eighth Issuer Notes;
UNDERWRITERS means Citigroup Global Markets Limited, Credit Suisse First
Boston (Europe) Limited and UBS Limited ;
Underwriting Agreement means the Underwriting Agreement relating to the
sale of the Series 1 Eighth Issuer Notes, the Series 2 Eighth Issuer
Notes and the Series 3 Eighth Issuer Notes dated [9th ] June, 2005
between Funding 1, Halifax, the Mortgages Trustee, the Eighth Issuer and
the 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;
37
DIRECTION or request of the holders of at least 25 per cent. in aggregate
Principal Amount Outstanding of the Class A Eighth 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 Eighth 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
Eighth 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 Eighth
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
Eighth 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 Eighth 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 Eighth
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
Eighth 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 Eighth Issuer Notes,
and, in the case of (b) above, where the relevant classes of the Class A
Eighth Issuer Notes are not all in the same currency, the Principal
Amount Outstanding of Class A Eighth Issuer Notes denominated in US$ or
euro shall be the equivalent in sterling at the currency Swap Rate;
DISPOSAL shall be construed as any sale, lease, transfer, conveyance,
assignment, assignation, licence, sub-licence or other disposal and
dispose shall be construed accordingly;
a GUARANTEE means any guarantee, bond, indemnity, letter of credit, third
party security or other legally binding assurance against financial loss
granted by one person in respect of any indebtedness of another person,
or any agreement to assume any indebtedness of any other person or to
supply funds or to invest in any manner whatsoever in such other person
by reason of, or otherwise in relation to, indebtedness of such other
person;
HOLDING COMPANY means a holding company within the meaning of section 736
of the Companies Act 1985;
INDEBTEDNESS shall be construed so as to include any obligation (whether
incurred as principal or as surety) for the payment or repayment of
money, whether present or future, actual or contingent;
a MONTH is a reference to a period starting on one day in a calendar
month and ending on the numerically corresponding day in the next
calendar month save that, where any such period would otherwise end on a
day which is not a Business Day, it shall end on the next Business Day,
unless that day falls in the calendar month succeeding that in which it
would otherwise 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;
38
SUBSIDIARY means, (a) a subsidiary within the meaning of section 736 of
the Companies Act 1985, and (b) unless the context requires otherwise, a
subsidiary undertaking within the meaning of section 258 of the Companies
Act 1985;
VAT means value added tax imposed by the United Kingdom as referred to in
the Value Added Tax Act 1994 and legislation (whether delegated or
otherwise) replacing the same or supplemental thereto or in any primary
or subordinate legislation promulgated by the European Union or any
official body or agency thereof, and any similar turnover tax replacing
or introduced in addition to any of the same;
a WHOLLY-OWNED SUBSIDIARY of a company or corporation shall be construed
as a reference to any company or corporation which has no other members
except that other company or corporation and that other company's or
corporation's wholly-owned subsidiaries or persons acting on behalf of
that other company or corporation or its wholly-owned subsidiaries; and
the WINDING-UP, DISSOLUTION or ADMINISTRATION of a company or corporation
shall be construed so as to include any equivalent or analogous
proceedings under the law of the jurisdiction in which such company or
corporation is incorporated or any jurisdiction in which such company or
corporation carries on business including the seeking of liquidation,
winding-up, bankruptcy, reorganisation, dissolution, administration,
arrangement, adjustment, protection or relief of debtors.
2.2 [GBP], STERLING or POUNDS STERLING denotes the lawful currency for the
time being of the United Kingdom; $, US$, DOLLAR or USD denotes the
lawful currency for the time being of the United States of America and
[e], EURO or EURO denotes the single currency introduced at the start of
the third stage of European Economic Monetary Union pursuant to the
Treaty of Rome of 25th March, 1957, as amended by, inter alia, the Single
European Act of 1986 and the Treaty of European Union of 7th February,
1992 and the Treaty of Amsterdam of 2nd October, 1997 establishing the
European Community, as further amended from time to time.
2.3 In this Eighth Issuer Master Definitions and Construction Schedule and in
any of the Transaction Documents in which this Eighth Issuer Master
Definitions and Construction Schedule is expressed to be incorporated or
to which this Eighth 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;
39
(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 Eighth Issuer Agreements that does not
appear in this Eighth 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 Eighth 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 Eighth Issuer Master Definitions and Construction Schedule shall
prevail.
3. GOVERNING LAW AND JURISDICTION
This Eighth 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 )
41