Exhibit 10.6
EXECUTION COPY
AMENDED AND RESTATED MASTER ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE
1 MARCH 2007
PERMANENT MASTER ISSUER PLC
ALLEN & OVERY LLP
CONTENTS
CLAUSE PAGE
1. Defnititions.............................................................1
2. Interpretation and Construction.........................................22
3. Governing Law and Jurisdiction..........................................24
Signatories...................................................................26
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THIS AMENDED AND RESTATED MASTER ISSUER MASTER DEFINITIONS AND CONSTRUCTION
SCHEDULE is made on 1 March 2007.
1. DEFINITIONS
In any agreement, instrument or deed expressly and specifically
incorporating by reference this Amended and Restated Master Issuer Master
Definitions and Construction Schedule, the undersigned hereby agree that
the following words and expressions shall, unless otherwise defined
therein or unless the context otherwise requires, have the following
meanings:
A LOAN TRANCHE means any Loan Tranche made available by the Master Issuer
to Funding 2 under the Master Intercompany Loan Agreement from the
proceeds of issue of a Series and Class of Class M Notes;
AA LOAN TRANCHE means any Loan Tranche made available by the Master Issuer
to Funding 2 under the Master Intercompany Loan Agreement from the
proceeds of issue of a Series and Class of Class B Notes;
AAA LOAN TRANCHE means any Loan Tranche made available by the Master
Issuer to Funding 2 under the Master Intercompany Loan Agreement from the
proceeds of issue of a Series and Class of Class A Notes;
ACCESSION DEED means a deed in, or in substantially, the form set out in
Schedule 3 to the Master Issuer Deed of Charge;
ADDITIONAL INTEREST has the meaning given in Condition 4.4 of the Notes;
ADDITIONAL MASTER ISSUER ACCOUNT means an account opened pursuant to
Clause 3.1 of the Master Issuer Bank Account Agreement in the name of the
Master Issuer and to be held with the Master Issuer Account Bank in
accordance with the Master Issuer Bank Account Agreement;
AGENT BANK means Citibank, N.A. London Branch of Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB, or such other person for the time
being acting as agent bank under the Master 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;
AGREEMENT DATE means, in respect of an issue of a Series and Class of
Notes, the date on which the Subscription Agreement is signed by or on
behalf of all the parties to it;
ARRANGER means HBOS Treasury Services PLC;
ASSIGNMENT DATE means each date on which there is a completion of the sale
and purchase of a Portfolio pursuant to and in accordance with clause 3 or
4 (as applicable) of the Mortgage Sale Agreement;
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 Master Issuer with the prior consent of
the Note Trustee;
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AUTHORISED DENOMINATIONS means:
(a) in respect of the US Notes, $100,000 and integral multiples of
$1,000 in excess thereof; or
(b) in relation to a Series and Class of Notes (other than Dollar
Notes), as otherwise specified in the applicable Final Terms;
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) provided
that in all cases such investments have a maturity date of 90 days
or less and mature on or before the next Quarterly Interest Payment
Date and the short-term unsecured, unguaranteed and unsubordinated
debt obligations of the issuing or guaranteeing entity or the entity
with which the demand or time deposits are made (being an authorised
person under the FSMA) are rated A-1+ by Standard & Poor's, P-1 by
Moody's and F1+ by Fitch or their equivalents by three other
internationally recognised rating agencies or which are otherwise
acceptable to the rating agencies (if they are notified in advance)
to maintain the then current ratings of the Notes;
AUTHORISED SIGNATORY means any authorised signatory referred to in any
Master Issuer Account Mandate;
BANK OF SCOTLAND means The Governor and Company of the Bank of Scotland
established by an Act of the Parliament of Scotland in 1695, acting
through its offices at 116 Wellington Street, Leeds LS1 4LT;
BASE PROSPECTUS means, in relation to the Notes, the prospectus dated 11
October 2006 relating to the establishment of the Programme that has been
approved by the UK Listing Authority as an approved prospectus for the
purposes of Section 85(2) of the FSMA;
BASIC TERMS MODIFICATION has the meaning given in paragraph 5 of Schedule
4 to the Master Issuer Trust Deed;
BB LOAN TRANCHE means any Loan Tranche made available by the Master Issuer
to Funding 2 under the Master Intercompany Loan Agreement from the
proceeds of issue of a Series and Class of Class D Notes;
BBB LOAN TRANCHE means any Loan Tranche made available by the Master
Issuer to Funding 2 under the Master Intercompany Loan Agreement from the
proceeds of issue of a Series and Class of Class C Notes;
BOOK-ENTRY INTEREST means a beneficial interest in a global note
representing the relevant class of Notes shown on records maintained in
book-entry form by DTC, Euroclear, Clearstream, Luxembourg or any
alternative clearing system as specified in the applicable Final Terms, as
the case may be;
BUSINESS DAY has the meaning given in Condition 4.2(a);
BUSINESS DAY CONVENTION has the meaning given to that term in the
applicable Final Terms;
CANADIAN BANKERS ACCEPTANCES (or CAD-BA) will be determined by the Agent
Bank on the following basis:
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(a) on the Determination Date applicable to the relevant Series and
Class of Notes, the Agent Bank will calculate the arithmetic mean,
rounded upwards to five decimal places, of the offered quotations to
leading banks for Canadian dollar deposits for the relevant period
as specified in the relevant Final Terms (or, in the case of the
first Interest Period, a linear interpolation of such rates for
deposits as indicated in the applicable Final Terms).
This will be determined by reference to the display as quoted on the
Reuters Screen CDOR page (the display designated as the "CDOR" page
on the Reuters Monitor Money Rate Service for the purpose of
displaying, among other things, Canadian dollar bankers' acceptance
rates) as of 10:00 Toronto time on that Determination Date. If the
Reuters Screen CDOR page 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 Master Issuer with
the approval of the Note Trustee will be used. This is called the
screen rate for the applicable Series and Class of Notes;
(b) if, on any such Determination Date, the screen rate is unavailable,
the Agent Bank will:
(i) request the principal Toronto office of each of the Reference
Banks to provide the Agent Bank with its bid rate per annum
for Canadian dollar bankers' acceptances of the equivalent
amount and for the relevant period for settlement on that
date; and
(ii) calculate the arithmetic mean, rounded upwards to five decimal
places, of those quotations;
(c) if, on any such Determination Date, the screen rate is unavailable
and only two or three of the Reference Banks provide bid rates, the
relevant rate for that Interest Period will be the arithmetic mean
of the quotations as calculated in paragraph (b);
(d) if, on any such Determination Date, fewer than two Reference Banks
provide quotations, the Agent Bank will consult with the Note
Trustee and the Master 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; and
(e) for the purpose of disclosure pursuant to the Interest Act (Canada),
the yearly rate of interest to which any rate of interest payable
hereunder that is to be calculated on the basis of a year of 365
days is equivalent may be determined by multiplying such rate by a
fraction the numerator of which is the actual number of days in the
calendar year in which such yearly rate of interest is to be
ascertained and the denominator of which is 365;
CLASS means each single class of the Class A notes, the Class B Notes,
the Class M Notes, the Class C Notes and the Class D Notes or their
respective holders thereof as the context requires and except where
otherwise specified;
CLASS A NOTE ACCELERATION NOTICE means a notice issued by the Note
Trustee to the Master Issuer and the Master Issuer Security Trustee
declaring the Class A Notes to be due and repayable pursuant to Condition
9.1 of the Notes;
CLASS A NOTEHOLDERS means the holders for the time being of the Class A
Notes;
CLASS A NOTES means the Notes of any Series designated as such in the
applicable Final Terms;
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CLASS B NOTE ACCELERATION NOTICE means a notice issued by the Note Trustee
to the Master Issuer and the Master Issuer Security Trustee declaring the
Class B Notes to be due and repayable pursuant to Condition 9.2 of the
Notes;
CLASS B NOTEHOLDERS means the holders for the time being of the Class B
Notes;
CLASS B NOTES means the Notes of any Series designated as such in the
applicable Final Terms;
CLASS C NOTE ACCELERATION NOTICE means a notice issued by the Note Trustee
to the Master Issuer and the Master Issuer Security Trustee declaring the
Class C Notes to be due and repayable pursuant to Condition 9.4 of the
Notes;
CLASS C NOTEHOLDERS means the holders for the time being of the Class C
Notes;
CLASS C NOTES means the Notes of any Series designated as such in the
applicable Final Terms;
CLASS D NOTE ACCELERATION NOTICE means a notice issued by the Note Trustee
to the Master Issuer and the Master Issuer Security Trustee declaring the
Class D Notes to be due and repayable pursuant to Condition 9.5 of the
Notes;
CLASS D NOTEHOLDERS means the holders for the time being of the Class D
Notes;
CLASS D NOTES means the Notes of any Series designated as such in the
applicable Final Terms;
CLASS M NOTE ACCELERATION NOTICE means a notice issued by the Note Trustee
to the Master Issuer and the Master Issuer Security Trustee declaring the
Class M Notes to be due and repayable pursuant to Condition 9.2 of the
Notes;
CLASS M NOTEHOLDERS means the holders for the time being of the Class M
Notes;
CLASS M NOTES means the Notes of any Series designated as such in the
applicable Final Terms;
CLEARSTREAM, LUXEMBOURG means Clearstream Banking, soci{e'}t{e'} anonyme
or the successor for the time being to its business;
CLOSING DATE means the closing date for the issuance of any Notes
comprising one or more Series and Classes of Notes as specified in the
applicable Final Terms;
COMMON DEPOSITARY means Citibank, N.A., in its capacity as common
depositary for Euroclear and Clearstream, Luxembourg;
CONDITIONS or TERMS AND CONDITIONS means the terms and conditions to be
endorsed on the Notes in or substantially in the form set out in the
Schedule 3 to the Master 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 Trust Deed and any reference to a numbered Condition
shall be construed accordingly;
CONFIRMATION LETTER means a letter as set forth in Part 2 or Part 4 of
Appendix 3 of the Programme Agreement;
COUPONHOLDERS means the several persons who are for the time being
holders of the Coupons and shall, unless the context otherwise requires,
include the holders of Talons;
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COUPONS means an interest coupon appertaining to a Definitive Note (other
than a Zero Coupon Note), and includes, where applicable, the Talon(s)
appertaining to the relevant Note and any replacements for Coupons and
Talons;
CURRENCY EXCHANGE RATE means the exchange rate set out in each Master
Issuer Swap Agreement dated on or about the relevant Closing Date;
DEALER ACCESSION LETTER means a letter as set forth in Part 1 or Part 3 of
Appendix 3 of the Programme Agreement;
DEALERS means the institutions specified in the Final Terms relating to
any Series and Class of Notes and DEALER means any one of them;
DEFAULTING PARTY has the meaning given to it in the applicable Master
Issuer Swap Agreement;
DEFERRED INTEREST has the meaning given in Condition 4.4 of the Notes;
DEFINITIVE NOTES means the Notes in definitive form;
DESIGNATED SUBSIDIARY has the meaning given in Clause 2.2 of the Master
Issuer Post-Enforcement Call Option Agreement;
DETERMINATION DATE means, in respect of a Series and Class of Notes, the
date specified as such in the applicable Final Terms;
DISCLOSURE RULES means, in the case of Reg S Notes which are, or are to
be, admitted to the Official List, the disclosure rules made under section
73A of the FSMA;
DISTRIBUTION COMPLIANCE PERIOD means the period until and including the
40th day after the later of the commencement of the offering of any Notes
and the relevant Closing Date;
DTC means The Depository Trust Company;
EARLY TERMINATION DATE means has the meaning given to it in the applicable
Master Issuer Swap Agreement;
EURIBOR will be determined by the Agent Bank on the following basis:
(a) on the Determination Date applicable to the relevant Series and
Class of Notes, the Agent Bank will calculate the arithmetic mean,
rounded upwards to five decimal places, of the offered quotations to
leading banks for euro deposits (or, in the case of the first
Interest Period, a linear interpolation of such rates for deposits
as indicated in the applicable Final Terms).
This will be determined by reference to the display as quoted on the
Moneyline Telerate Screen No. 248. If the 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 Master 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., Brussels time, on that date. This is called the
screen rate for the relevant Series and Class of Notes;
(b) if, on any such Determination Date, the screen rate is unavailable,
the Agent Bank will:
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(i) request the principal London office of each of the Reference
Banks to provide the Agent Bank with its offered quotation to
prime banks for euro deposits of the equivalent amount, and
for the relevant period, in the 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 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 Determination Date, fewer than two Reference Banks
provide quotations, the Agent Bank will consult with the Note
Trustee and the Master 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;
EUROCLEAR means Euroclear Bank S.A./N.V., as operator of the Euroclear
System or the successor for the time being to such business;
EVENT OF DEFAULT has the same meaning as Note Event of Default;
EXCESS SWAP COLLATERAL means an amount (which will be transferred directly
to the relevant Master Issuer Swap Provider in accordance with the
relevant Master Issuer Swap Agreement) equal to the value of the
collateral (or the applicable part of any collateral) provided by an
Master Issuer Swap Provider to the Master Issuer in respect of that Master
Issuer Swap Provider's obligations to transfer collateral to the Master
Issuer under the relevant Master Issuer Swap Agreement which is in excess
of that Master Issuer Swap Provider's liability under the relevant Master
Issuer Swap Agreement as at the date of termination of the relevant Master
Issuer Swap Agreement or which it is otherwise entitled to have returned
to it under the terms of the relevant Master Issuer Swap Agreement;
EXCHANGE ACT means the United States Securities Exchange Act of 1934, as
amended;
EXCHANGE RATE has the same meaning as the Currency Exchange Rate;
EXTRAORDINARY RESOLUTION has the meaning set out in paragraph 27 of
Schedule 4 to the Master Issuer Trust Deed;
FINAL MATURITY DATE means, in respect of any Series and Class of Notes,
the date specified as such for such Series and Class of Notes in the
related Final Terms;
FINAL OFFERING CIRCULAR has the same meaning as Base Prospectus;
FINAL REDEMPTION means the date on which all monies and other liabilities
for the time being due or owing by the Master Issuer to the Note Trustee
on behalf of the Noteholders have been paid in full;
FINAL REPAYMENT DATE means, in relation to a Loan Tranche, the date
specified as such in the related Loan Tranche Supplement and Final Terms;
FINAL TERMS means, in relation to any Series of Notes, the final terms
issued in relation to such Series of Notes as a supplement to the
Conditions and giving details of, inter alia, the amount and
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price of such Series of Notes and which forms part of the Base Prospectus
in relation to such Series of Notes;
FINANCIAL PERIOD means a Financial Year or any other period in respect of
which accounts are required to be prepared and certified by the auditors
of the relevant company to enable it to comply with all relevant legal and
accounting requirements and all requirements of any stock exchange on
which securities of the company are listed;
FINANCIAL YEAR means, in the case of the Master 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;
FIXED RATE NOTE means a Note, the interest basis of which is specified in
the applicable Final Terms as being fixed rate;
FLOATING RATE NOTE means a Note, the interest basis of which is specified
in the applicable Final Terms as being floating rate;
FSMA means the Financial Services and Market Act 2000 (as amended from
time to time);
GLOBAL NOTES means the Reg S Global Notes and the US Global Notes as
applicable;
HALIFAX means Halifax plc;
HBOSTS means HBOS Treasury Services plc;
INDEPENDENT CERTIFICATES means certificates of independent parties
furnished by the Master Issuer to the Note Trustee and/or the Master
Issuer Security Trustee (as appropriate) and in accordance with sections
314(c) and 314(d)(1) of the Trust Indenture Act;
INITIAL CLOSING DATE means, in respect of an issue of Notes, 17 October
2006, being the date of the first issue of Notes;
INITIAL DOCUMENTATION LIST means the list of documents attached as
Appendix 1 to the Programme Agreement;
INTEREST AMOUNT has the meaning given to that term in Condition 4.2(d);
INTEREST COMMENCEMENT DATE means:
(a) in relation to a Series and Class of Notes, the relevant Closing
Date of such Notes or such other date as may be specified as such in
the applicable Final Terms; and
(b) in respect of a Loan Tranche, the relevant Closing Date of the
related Series and Class of Notes or such other date as may be
specified as such in the applicable Loan Tranche Supplement;
INTEREST DETERMINATION DATE has the same meaning as Determination Date;
INTEREST PAYMENT DATE means, in respect of a Series and Class of Notes
(other than Money Market Notes), the Quarterly Interest Payment Dates and
(in respect of Money Market Notes), the Monthly Interest Payment Dates,
subject (in each case) to the Conditions of the Notes;
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INTEREST PERIOD means:
(a) in respect of a Series and Class of Notes, (i) with respect to the
first Interest Payment Date, the period from (and including) the
applicable Interest Commencement Date to (but excluding) such first
Interest Payment Date and (ii) thereafter, with respect to each
Interest Payment Date, the period from and including the preceding
Interest Payment Date to (but excluding) that Interest Payment Date;
and
(b) in respect of a Loan Tranche, (i) with respect to the first Loan
Payment Date, the period from (and including) the applicable
Interest Commencement Date to (but excluding) such first Loan
Payment Date and (ii) thereafter, the period from and including the
preceding Loan Payment Date to (but excluding) that Loan Payment
Date;
LETTER OF REPRESENTATIONS means the letter of representations to DTC dated
on or about the Programme Date from the Principal Paying Agent and the
Master Issuer;
LIBOR shall have the same meaning as Sterling LIBOR;
LISTING RULES means:
(a) in the case of Reg S Notes which are, or are to be admitted to the
Official List, the listing rules made under section 73A of the FSMA;
and
(b) in the case of Reg S Notes which are, or are to be, listed on a
Stock Exchange other than the London Stock Exchange, the listing
rules and regulations for the time being in force for that Stock
Exchange;
LOAN PAYMENT DATE means, in respect of a Loan Tranche, the Quarterly
Interest Payment Date(s) specified in Loan Tranche Supplement for the
payment of interest and/or principal, subject to the terms of the Master
Intercompany Loan Agreement;
LOAN TRANCHE SUPPLEMENT means, in relation to any Loan Tranche, the
document between, amongst others, Funding 2 and the Master Issuer
recording the principal terms of such Loan Tranche;
LOAN TRANCHES means the AAA Loan Tranches, the AA Loan Tranches, the A
Loan Tranches, the BBB Loan Tranches and the BB Loan Tranches, being the
advances made by the Master Issuer to Funding 2 pursuant to the Master
Intercompany Loan Agreement, each being funded from proceeds received by
the Master Issuer from the issue of a Series and Class of Notes;
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;
LP (MP) ACT means the Law of Property (Miscellaneous Provisions) Act 1994;
MANAGERS means the institutions specified in the Final Terms relating to
any Series and Class of Notes;
MARGIN means, in respect of any Series and Class of Notes, the amount
specified as such in the related Final Terms;
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MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE means the amended and
restated master definitions schedule signed by the parties to the
Transaction Documents and dated on or about 17 October 2006, as the same
may be further amended, restated and supplemented from time to time;
MASTER INTERCOMPANY LOAN means the loan of the Loan Tranches made by the
Master Issuer to Funding 1 under the Master Intercompany Loan Agreement on
each Closing Date;
MASTER INTERCOMPANY LOAN ACCELERATION NOTICE means an acceleration notice
served by the Master Issuer Security Trustee in relation to the
enforcement of the Funding 2 Security following a Master Intercompany Loan
Event of Default under the Master Intercompany Loan Agreement;
MASTER INTERCOMPANY LOAN AGREEMENT means the intercompany loan agreement
dated on or about the Programme Date between the Master Issuer, Funding 2,
the Master Issuer Security Trustee and the Agent Bank;
MASTER INTERCOMPANY LOAN EVENT OF DEFAULT means the occurrence of an event
of default by Funding 2 as specified in Clause 15 of the Master
Intercompany Loan Agreement;
MASTER ISSUER means Permanent Master Issuer PLC (registered no.5922774), 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;
MASTER ISSUER ACCOUNT BANK means the Master Issuer Non-Sterling Account
Bank and the Master Issuer Sterling Account Bank;
MASTER ISSUER ACCOUNT MANDATE means an account mandate delivered to the
Master Issuer Account Bank pursuant to the Master Issuer Bank Account
Agreement;
MASTER ISSUER ACCOUNTS means the Master Issuer Transaction Account, any
Additional Master Issuer Account, any Master Issuer Swap Collateral
Account and such other bank account(s) held in the name of the Master
Issuer with the prior written approval of the Master Issuer Security
Trustee from time to time;
MASTER ISSUER AVAILABLE FUNDS means, together, Master Issuer Revenue
Receipts and Master Issuer Principal Receipts;
MASTER ISSUER BANK ACCOUNT AGREEMENT means the bank account agreement
dated on or about the Initial Closing Date between the Master Issuer, the
Master Issuer Cash Manager, the Master Issuer Account Bank and the Master
Issuer Security Trustee (as the same may be amended, restated,
supplemented, replaced or novated from time to time);
MASTER ISSUER BANK ACCOUNTS has the same meaning as MASTER ISSUER
ACCOUNTS;
MASTER ISSUER CASH MANAGEMENT AGREEMENT means the cash management
agreement dated on or about the Programme Date between the Master Issuer,
the Master Issuer Cash Manager and the Master Issuer Security Trustee (as
the same may be amended, restated, supplemented, replaced or novated from
time to time);
MASTER ISSUER CASH MANAGEMENT SERVICES means the services to be provided
to the Master Issuer and the Master Issuer Security Trustee pursuant to
the Master Issuer Cash Management Agreement;
MASTER ISSUER CASH MANAGER means Halifax acting pursuant to the Master
Issuer Cash Management Agreement as agent for the Master Issuer and the
Master Issuer Security Trustee, to manage all cash transactions and
maintain certain ledgers on behalf of the Master Issuer;
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MASTER ISSUER CASH MANAGER TERMINATION EVENT has the meaning given in
Clause 11.1 of the Master Issuer Cash Management Agreement;
MASTER ISSUER CHARGED PROPERTY means the property charged by the Master
Issuer pursuant to Clause 3 of the Master Issuer Deed of Charge;
MASTER ISSUER CORPORATE SERVICES AGREEMENT means the agreement dated on or
about the Programme Date and made between the Master Issuer Corporate
Services Provider, the Master Issuer, Halifax, Holdings and the Master
Issuer Security Trustee for the provision by the Master Issuer Corporate
Services Provider of certain corporate services and personnel to the
Master Issuer (as the same may be amended, restated, supplemented,
replaced or novated from time to time);
MASTER ISSUER CORPORATE SERVICES FEE LETTER means the letter dated the
date of the Master Issuer Corporate Services Agreement between, inter
alios, the Master Issuer, the Master Issuer Security Trustee and the
Master Issuer Corporate Services Provider, setting out the amount of fees
payable to the Master Issuer Corporate Services Provider by the Master
Issuer;
MASTER 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 Master Issuer under the
Master Issuer Corporate Services Agreement;
MASTER ISSUER CURRENCY EXCHANGE RATE has the same meaning as Currency
Exchange Rate;
MASTER ISSUER DEED OF CHARGE means the deed of charge to be entered into
on or about the Programme Date between, among others, the Master Issuer
and the Master Issuer Security Trustee under which the Master Issuer
charges the Master Issuer Security in favour of the Master Issuer Security
Trustee for the benefit of the Master Issuer Secured Creditors (as the
same may be amended and/or supplemented from time to time);
MASTER ISSUER EXPENSE LEDGER means the ledger maintained by the Master
Issuer Cash Manger pursuant to the Master Issuer Cash Management Agreement
to record payments of fees received from Funding 2 under the Master
Intercompany Loan Agreement and payments out in accordance with the Master
Issuer Priorities of Payments;
MASTER ISSUER LEDGERS means the Master Issuer Revenue Ledger, the Master
Issuer Principal Ledger, the Master Issuer Swap Collateral Ledger, the
Master Issuer Expense Ledger and the Master Issuer Note Ledger;
MASTER ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE means this
Master Issuer Master Definitions and Construction Schedule signed for the
purposes of identification by Allen & Overy LLP and Sidley Austin on or
about the Programme Date, as the same may be amended, restated and
supplemented from time to time;
MASTER ISSUER NON-STERLING ACCOUNT means any account in a Specified
Currency other than Sterling to be opened pursuant to Clause 3.1 of the
Master Issuer Bank Account Agreement in the name of the Master Issuer and
to be held with the Master Issuer Non-Sterling Account Bank in accordance
with the Master Issuer Bank Account Agreement;
MASTER ISSUER NON-STERLING ACCOUNT BANK means The Governor and Company of
the Bank of Scotland, in its capacity as holder of the relevant Master
Issuer Non-Sterling Account, in accordance with the Master Issuer Bank
Account Agreement;
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MASTER ISSUER NOTE LEDGER means the ledger maintained by the Master Issuer
Cash Manger pursuant to the Master Issuer Cash Management Agreement to
record payments made under each Series and Class of Notes;
MASTER ISSUER ORDER means a written order or request signed in the name of
the Master Issuer by two directors of the Master Issuer;
MASTER ISSUER PAYING AGENT AND AGENT BANK AGREEMENT means the paying agent
and agent bank agreement entered into on or about the Programme Date
between the Master Issuer, the Principal Paying Agent, the Agent Bank, the
US Paying Agent, the Registrar, the Transfer Agent, the Note Trustee and
the Master Issuer Security Trustee which sets out the appointment of the
Paying Agents, the Registrar, the Transfer Agent and the Agent Bank for
the Notes (as the same may be amended, restated, supplemented, replaced or
novated from time to time);
MASTER ISSUER PRE-ENFORCEMENT PRINCIPAL PRIORITY OF PAYMENTS means the
order of priority of payments in which the Master Issuer Principal
Receipts will be applied until enforcement of the Master Issuer Security
and as set out in paragraph 4 of Schedule 2 to the Master Issuer Cash
Management Agreement;
MASTER ISSUER POST-ENFORCEMENT CALL OPTION AGREEMENT means the master
issuer post-enforcement call option agreement entered into on or about the
Programme Date between the Master Issuer, the Master Issuer Post-
Enforcement Call Option Holder and the Note Trustee under which the Note
Trustee agrees on behalf of the Noteholders that following enforcement of
the Master Issuer Security, the Master Issuer Post-Enforcement Call Option
Holder may call for the Notes (as the same may be amended, restated,
supplemented replaced or novated from time to time);
MASTER ISSUER POST-ENFORCEMENT CALL OPTION HOLDER means Permanent PECOH
Limited;
MASTER ISSUER POST-ENFORCEMENT PRIORITY OF PAYMENTS means the order of
priority of payments in which the Master Issuer Available Funds will be
applied following the service of a Note Acceleration Notice and a Master
Intercompany Loan Acceleration Notice, as describe in Clause 7.2 of the
Master Issuer Deed of Charge;
MASTER ISSUER PRE-ENFORCEMENT PRIORITY OF PAYMENTS means the Master Issuer
Pre-Enforcement Principal Priority of Payments and the Master Issuer
Pre-Enforcement Revenue Priority Payments;
MASTER ISSUER PRE-ENFORCEMENT REVENUE PRIORITY OF PAYMENTS means the order
of priority of payments in which the Master Issuer Revenue Receipts will
be applied until enforcement of the Master Issuer Security and as set out
in paragraph 3 of Schedule 2 to the Master Issuer Cash Management
Agreement;
MASTER ISSUER PRINCIPAL LEDGER means the ledger maintained by the Master
Issuer Cash Manager pursuant to the Master Issuer Cash Management
Agreement to record the Master Issuer Principal Receipts standing to the
credit of the Master Issuer Transaction Account from time to time;
MASTER ISSUER PRINCIPAL RECEIPTS means the sum of all principal amounts
repaid by Funding 2 to the Master Issuer under the terms of the Master
Intercompany Loan Agreement during the relevant Interest Period, and/or
the sum otherwise recovered by the Master Issuer Security Trustee (or the
receiver appointed on its behalf) in relation to the principal balance;
MASTER ISSUER PRIORITY OF PAYMENTS means, the Master Issuer Pre-
Enforcement Revenue Priority of Payments, the Master Issuer Pre-
Enforcement Principal Priority of Payments and the Master Issuer Post-
Enforcement Priority of Payments;
11
MASTER ISSUER REVENUE LEDGER means the ledger maintained by the Master
Issuer Cash Manager pursuant to the Master Issuer Cash Management
Agreement to record the Master Issuer Revenue Receipts standing to the
credit of the Master Issuer Transaction Account from time to time;
MASTER ISSUER REVENUE RECEIPTS means an amount equal to the sum of:
(a) interest paid by Funding 2 on the relevant Funding 2 Interest
Payment Date in respect of the Loan Tranches under the Master
Intercompany Loan Agreement;
(b) fees to be paid by Funding 2 on the relevant Funding 2 Interest
Payment Date under the terms of the Master Intercompany Loan
Agreement;
(c) interest payable on the Master Issuer Accounts and any Authorised
Investments in respect thereof which will be received on or before
the relevant Quarterly Interest Payment Date in respect of the
Notes;
(d) other net income of the Master Issuer including amounts received or
to be received under the Master Issuer Swap Agreements on or before
the relevant Quarterly Interest Payment Date (including any amounts
received by the Master Issuer in consideration of it entering into a
replacement Master Issuer Swap Agreement but excluding (i) any
Excess Swap Collateral which shall be returned directly to the
relevant Master Issuer Swap Provider, as set out under any Master
Issuer Swap Agreement and (ii) in respect of each Master Issuer Swap
Provider, prior to the designation of an early termination date
under the relevant Master 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 Master Issuer Swap Provider to the
Master Issuer pursuant to the relevant Master Issuer Swap Agreement
(and any interest or distributions in respect thereof)); and
(e) any additional amount the Master Issuer receives from any taxing
authority on account of amounts paid to that taxing authority for
and on account of tax by an Master Issuer Swap Provider under an
Master Issuer Swap Agreement;
MASTER ISSUER SECURED CREDITORS means the Master Issuer Security Trustee,
the Noteholders (including any Couponholders, Talonholders and
Receiptholders), the Master Issuer Swap Providers, the Note Trustee, the
Master Issuer Account Bank, the Paying Agents, the Registrar, the Transfer
Agent, the Agent Bank, the Master Issuer Corporate Services Provider, the
Master Issuer Cash Manager and any new creditor who accedes to the Master
Issuer Deed of Charge from time to time under a deed of accession or a
supplemental deed;
MASTER ISSUER SECURED LIABILITIES means all present and future obligations
and liabilities (whether actual or contingent and whether owed jointly or
severally or in any other capacity) of the Master Issuer to the Master
Issuer Secured Creditors under each Master Issuer Transaction Document;
MASTER ISSUER SECURITY means the security granted by the Master Issuer
under the Master Issuer Deed of Charge in favour of the Master Issuer
Secured Creditors;
MASTER ISSUER SECURITY PERIOD means the period beginning on the date of
this Deed and ending on the date on which all the Master Issuer Secured
Liabilities have been unconditionally and irrevocably paid and discharged
in full;
MASTER ISSUER SECURITY POWER OF ATTORNEY means the power of attorney
granted by the Master Issuer in favour of the Master Issuer Security
Trustee under the Master Issuer Deed of Charge on the Programme Date
substantially in the form set out in Schedule 4 to the Master Issuer Deed
of Charge;
12
MASTER ISSUER SECURITY TRUSTEE means The Bank of New York whose London
branch address is at 48th Floor, One Canada Square, London E14 5AL or such
other person as may from time to time be appointed as Master Issuer
Security Trustee (or co-trustee) pursuant to the Master Issuer Deed of
Charge;
MASTER ISSUER STERLING ACCOUNT means the Master Issuer Transaction
Account, or any Additional Master Issuer Account to be opened pursuant to
Clause 3.1 of the Master Issuer Bank Account Agreement in the name of the
Master Issuer and to be held with the Master Issuer Sterling Account Bank
in accordance with the Master Issuer Bank Account Agreement;
MASTER ISSUER STERLING ACCOUNT BANK means The Governor and Company of the
Bank of Scotland, in its capacity as holder of the Master Issuer
Transaction Account, situated at 116 Wellington Street, Leeds LS1 4LT and
any Additional Master Issuer Account and such other account bank as may be
appointed from time to time pursuant to the Master Issuer Bank Account
Agreement;
MASTER ISSUER SWAP AGREEMENT means, in respect of a Series and Class of
Notes, the ISDA Master Agreement, schedules and confirmations relating to
the relevant Master Issuer Swaps to be entered into on or before the
relevant Closing Date in respect of such Series and Class of Notes between
the Master Issuer, the relevant Master Issuer Swap Provider and Master
Issuer Security Trustee (as amended, restated, supplemented, replaced
and/or novated from time to time);
MASTER ISSUER SWAP COLLATERAL ACCOUNT means any bank account opened with
HBOS TS for the purposes of holding collateral posted by a Master Issuer
Swap Provider pursuant to any of the Master Issuer Swap Agreements in
accordance with the provisions of clause 3.3 of the Master Issuer Bank
Account Agreement and governed by an agreement on substantially the same
terms as the Master Issuer Bank Account Agreement;
MASTER ISSUER SWAP COLLATERAL ANCILLARY DOCUMENTS means any document
(including, without limitation, any custodial agreement or bank account
agreement but excluding the Master Issuer Swap Agreements, the Master
Issuer Cash Management Agreement and the Master Issuer Deed of Charge) as
may be entered into by the Master Issuer from time to time in connection
with the Swap Collateral;
MASTER ISSUER SWAP COLLATERAL CASH ACCOUNT means any Master Issuer Swap
Collateral Account opened for the purpose of holding Swap Collateral in
cash and maintained in accordance with the terms of the Master Issuer Cash
Managements Agreement;
MASTER ISSUER SWAP COLLATERAL LEDGER means the ledger maintained by the
Master Issuer Cash Manager pursuant to the Master Issuer Cash Management
Agreement to record the Issuer Swap Collateral standing to the credit of
the Master Issuer Swap Collateral Account from time to time;
MASTER ISSUER SWAP COLLATERAL SECURITIES ACCOUNT means any Master Issuer
Swap Collateral Account opened for the purpose of holding Swap Collateral
in the form of securities and maintained in accordance with the terms of
the Master Issuer Cash Management Agreement;
MASTER ISSUER SWAP EXCLUDED TERMINATION AMOUNT means, in relation to any
Master Issuer Swap Agreement, an amount equal to:
(a) the amount of any termination payment due and payable to the
relevant Master Issuer Swap Provider as a result of an Master Issuer
Swap Provider Default or to the relevant Master Issuer Swap Provider
following an Master Issuer Swap Provider Downgrade Termination
Event;
13
less
(b) the amount, if any, received by the Master Issuer from a replacement
swap provider upon entry by the Master Issuer into an agreement with
such replacement swap provider to replace such Master Issuer Swap
Agreement which has terminated as a result of such Master Issuer
Swap Provider Default or following the occurrence of such Master
Issuer Swap Provider Downgrade Termination Event;
MASTER ISSUER SWAP GUARANTEE means any guarantee given in further security
of the obligations of a Master Issuer Swap Provider under a Master Issuer
Swap Agreement.
MASTER ISSUER SWAP PROVIDER means, in respect of a Series and Class of
Notes, any entity identified as such in the relevant Final Terms;
MASTER ISSUER SWAP PROVIDER DEFAULT means the occurrence of an Event of
Default (as defined in the relevant Master Issuer Swap Agreement) where an
Master Issuer Swap Provider is the Defaulting Party (as defined in the
relevant Master Issuer Swap Agreement);
MASTER ISSUER SWAP PROVIDER DOWNGRADE TERMINATION EVENT means the
occurrence of an Additional Termination Event (as defined in the relevant
Master Issuer Swap Agreement) following the failure by an Master Issuer
Swap Provider to comply with the requirements of the ratings downgrade
provisions set out in the relevant Master Issuer Swap Agreement;
MASTER ISSUER SWAP PROVIDERS means the institutions identified in respect
of each Master Issuer Swap in the Final Terms related to the relevant
Series and Class of Notes;
MASTER ISSUER SWAPS means the Swap Transactions which will entitle the
Master Issuer to receive and pay amounts under the Master Intercompany
Loan in Sterling and to receive and pay amounts under the Issuer Notes not
denominated in Sterling in the applicable Specified Currency and/or which
will hedge the Master Issuer's payment obligations against movements in
interest rates where there is a possible difference between an interest
rate applicable to amounts received by the Master Issuer under a Loan
Tranche and the interest rate applicable to amounts to be paid by the
Master Issuer in respect of the related Series and Class of Notes;
MASTER ISSUER TRANSACTION ACCOUNT means the sterling account in the name
of the Master Issuer (account number 06052794, Permanent Master Issuer
PLC, sort code 12-08-83) held with the Master Issuer Account Bank or such
other account at such other Master Issuer Account Bank and/or other banks
as may for the time being be in place with the prior consent of the Master
Issuer Security Trustee and designated as such;
MASTER ISSUER TRANSACTION ACCOUNT MANDATE means the Mandate pursuant to
which the Master Issuer Transaction Account has been established;
MASTER ISSUER TRANSACTION DOCUMENTS means those Transaction Documents to
which the Master Issuer is a party, including the Master Intercompany Loan
Agreement (including each Loan Tranche Supplement), the Master Issuer
Trust Deed (including each supplemental trust deed Supplemental thereto,
any other trust deed constituting any Note at any time), the Master Issuer
Paying Agent and Agent Bank Agreement, the Master Issuer Deed of Charge,
the Master Issuer Cash Management Agreement, each Master Issuer Swap
Agreement, the Master Issuer Bank Account Agreement, the Master Issuer
Post-Enforcement Call Option Agreement, the Master Issuer Corporate
Services Agreement, any Swap Disclosure Agreements, any Master Issuer Swap
Collateral Ancillary Document, the Programme Agreement, each Subscription
Agreement, each Underwriting Agreement and each other document entered
into or to be entered into by the Master Issuer pursuant to or in
connection with any of the above documents (including each document under
which the Master
14
Issuer assumes any obligations to any New Master Issuer Secured Creditor
and any agreement entered into by the Master Issuer as a replacement of
any of the above agreements upon the termination thereof;
MASTER ISSUER TRUST DEED means the Master Issuer trust deed entered into
on or about the Programme Date between the Master Issuer and the Note
Trustee constituting the Notes (as the same may be amended and/or
supplemented from time to time);
MASTER ISSUER'S CERTIFICATE means a certificate signed in the name of the
Master Issuer by two directors of the Master Issuer;
MONEY MARKET NOTES means notes which will be "Eligible Securities" within
the meaning of Rule 2a-7 under the United States Investment Company Act
of 1940, as amended;
MONTHLY INTEREST PAYMENT DATE means, in respect of any Money Market Notes,
each monthly date specified in the applicable Final Terms for the payment
of interest and/or principal until the occurrence of a Pass- Through
Trigger Event and, following such occurrence, the Quarterly Interest
Payment Dates as specified in the applicable Final Terms for the payment
of interest and/or principal subject, in each case, to the appropriate
Business Day Convention , if any, specified in the applicable Final Terms;
MOODY'S means Moody's Investors Service Limited and any successor to its
rating business;
NEW DEALER means any entity appointed as an additional Dealer in
accordance with Clause 11 of the Programme Agreement;
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 ACCELERATION NOTICE has the meaning given to that term in Condition
9;
NOTE DETERMINATION DATE shall have the meaning given to that term in the
Conditions;
NOTE EVENT OF DEFAULT has the meaning given to that term in Condition 9;
NOTEHOLDERS means the holders for the time being of the Notes;
NOTE PRINCIPAL PAYMENT means the amount of each principal payment payable
on each Note;
NOTES means the Class A Notes, the Class B Notes, the Class M Notes, the
Class C Notes and the Class D Notes, in each case of any Series;
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 Master Issuer Trust Deed, or such other person as may from time to
time be appointed as Note Trustee (or co-trustee) pursuant to the Master
Issuer Trust Deed;
NOTICE means, in respect of notice being given to the Noteholders, a
notice duly given in accordance with Condition 14;
OFFERING CIRCULAR has the same meaning as Base Prospectus;
15
OFFICERS' CERTIFICATE means an officers certificate furnished by the
Master Issuer to the Note Trustee and/or the Master Issuer Security
Trustee (as appropriate) and complying with the provisions of section 314
of the Trust Indenture Act;
OFFICIAL LIST means has the meaning given that term in section 103 of the
FSMA;
OPINION OF COUNSEL means an opinion of counsel furnished by the Master
Issuer to the Note Trustee and/or the Master Issuer 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 Master Issuer
Post-Enforcement Call Option Agreement;
OPTION EXERCISE DATE has the meaning ascribed to that expression in Clause
2.1 of the Master Issuer Post-Enforcement Call Option Agreement;
OUTSTANDING means, in relation to the Notes of the relevant Series and
Class/es, all the Notes issued other than:
(a) those Notes which have been redeemed in full pursuant to the Master
Issuer Trust Deed;
(b) those Notes in respect of which the date for redemption in
accordance with the Conditions has occurred and the redemption
moneys (including premium (if any) and all interest payable thereon)
have been duly paid to the Note Trustee or to the Principal Paying
Agent or the Registrar, as applicable, in the manner provided in the
Master Issuer Paying Agent and Agent Bank Agreement (and where
appropriate notice to that effect has been given to the relevant
Noteholders in accordance with the Conditions) and remain available
for payment against presentation of the relevant Notes;
(c) those Notes which have become void under Condition 7 (Prescription);
(d) those mutilated or defaced Notes which have been surrendered and
cancelled and in respect of which replacements have been issued
pursuant to Condition 13 (Replacement of Notes);
(e) (for the purpose only of ascertaining the Principal Amount
Outstanding of the Notes outstanding and without prejudice to the
status for any other purpose of the relevant Notes) those Notes
which are alleged to have been lost, stolen or destroyed and in
respect of which replacements have been issued pursuant to Condition
13 (Replacement of Notes); and
(f) any Global Note to the extent that it shall have been exchanged for
another Global Note in respect of the Notes of the relevant Series
and Class/es or for the Notes of the relevant Series and Class/es in
definitive form pursuant to its provisions,
provided that for each of the following purposes, namely:
(i) the right to attend and vote at any meeting of the Noteholders of
any Series and/or Class/es, an Extraordinary Resolution in writing
as envisaged by paragraph 1 of Schedule 4 of the Master Issuer Trust
Deed and any direction or request by the holders of Notes of any
Series and/or Class/es;
(ii) the determination of how many and which Notes are for the time being
outstanding for the purposes of Clause 10.1 of the Master Issuer
Trust Deed, Conditions 9 (Events of Default) and 10 (Enforcement of
Notes) and paragraphs 2, 5 and 6 of Schedule 4 to the Master Issuer
Trust Deed;
16
(iii) any right, discretion, power or authority (whether contained in the
Master Issuer Trust Deed, any other Transaction Document or vested
by operation of law) which the Note Trustee is required, expressly
or impliedly, to exercise in or by reference to the interests of the
Noteholders or any Series and/or Class/es thereof; and
(iv) the determination by the Note Trustee whether any event,
circumstance, matter or thing is, in its opinion, materially
prejudicial to the interests of the Noteholders or any Class or
Classes thereof,
those Notes (if any) which are for the time being held by or on behalf of
or for the benefit of the Master Issuer, Funding 2, the Mortgages Trustee
or the Seller, any holding company of any of them or any other Subsidiary
of any such holding company, in each case as beneficial owner, shall
(unless and until ceasing to be so held) be deemed not to remain
outstanding;
PAYING AGENTS means the Principal Paying Agent and the US Paying Agent;
POOL FACTOR has the meaning given to it in Condition 5.3;
POTENTIAL 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
Note Event of Default;
PRINCIPAL AMOUNT OUTSTANDING is calculated as set out in Condition 5.3;
PRINCIPAL PAYING AGENT means Citibank, N.A. London Branch of Citigroup
Centre, Canada Square, Canary Wharf, London E14 5LB in its capacity as
principal paying agent in the United Kingdom pursuant to the Master Issuer
Paying Agent and Agent Bank Agreement;
PROGRAMME means the residential mortgage backed note programme established
by or otherwise contemplated in the Programme Agreement and the Master
Issuer Trust Deed;
PROGRAMME AGREEMENT means the agreement entered into on 12 October 2006,
as amended from time to time, between the Master Issuer, Funding 2, the
Mortgages Trustee and the Dealers named therein (or deemed named therein);
PROGRAMME DATE means 17 October 2006;
PROGRAMME RESOLUTION has the meaning set out in paragraph 27 of Schedule 4
to the Master Issuer Trust Deed;
PROSPECTUS means, in relation to the Notes, the prospectus dated on or
about 11 October 2006 relating to the establishment of the Programme as
supplemented by the Final Terms relating to each Series and Class of
Notes;
PURCHASE OPTION has the meaning given in Condition 5.6;
QUARTERLY INTEREST PAYMENT DATE means in respect of a Series and Class of
Notes (other than Money Market Notes), each quarterly date specified in
the applicable Final Terms for the payment of interest and/or principal
subject to the appropriate Business Day Convention, if any, specified in
the applicable Final Terms;
RATE OF INTEREST means, in relation to any Series and Class of Notes, the
rate or rates (expressed as a percentage per annum) of interest payable in
respect of such Notes specified in the applicable Final Terms or
calculated and determined in accordance with the applicable Final Terms;
17
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.;
RECEIPTHOLDERS means the several persons who are for the time being
holders of the Receipts;
RECEIPTS means a receipt appertaining to a Definitive Note that is
repayable in instalments in respect of the payment of the instalments of
principal (other than the final instalment);
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 Master Issuer Charged
Property by the Master Issuer Security Trustee pursuant to the Master
Issuer Deed of Charge and/or of the Funding 2 Charged Property by the
Funding 2 Security Trustee pursuant to the Funding 2 Deed of Charge;
RECORD DATE in respect of the Definitive Notes means the 15th day prior to
each Interest Payment Date;
REDEMPTION OPTION has the meaning given in Condition 5.6;
REFERENCE BANKS means the principal London office of each of ABN AMRO Bank
N.V., Barclays Bank PLC, Citibank, N.A. and the Royal Bank of Scotland plc
and/or such other bank as may be appointed as agent bank from time to time
pursuant to the Master Issuer Paying Agent and Agent Bank Agreement;
REGISTER means the register of noteholders kept by the Registrar and which
records the identity of each Noteholder and the number of Notes of any
Series and Class which each Noteholder owns;
REGISTRAR means Citibank, N.A. London Branch of Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB in its capacity as the registrar
appointed by the Master Issuer under the Master Issuer Paying Agent and
Agent Bank Agreement to record the holders of Notes;
REGISTRATION STATEMENT means the registration statement on Form S-3 (No.
333-137495) of Funding 2 filed under the Securities Act of 1933, as
amended, with the United States Securities and Exchange Commission on 21
September 2006, as amended or supplemented from time to time;
REG S means Regulation S under the Securities Act;
REG S DEFINITIVE NOTES are, where Definitive Notes are issued, the Notes
issued by the Master Issuer in exchange for the beneficial interests
represented by the Reg S Global Note of each Series and Class;
REG S GLOBAL NOTES means the Reg S Notes in global form;
REG S NOTES means, the Notes admitted to the Official List and admitted to
trading on the Gilt Edged and Fixed Interest Market of the London Stock
Exchange (but not including the US Notes);
REG S PROSPECTUS means the Base Prospectus (including any supplementary
prospectus) when read with the applicable Final Terms (which shall include
any applicable Preliminary Final Terms) and, in the case of the 2006-1
Issue only, the Preliminary Base Prospectus;
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 Master Issuer Paying Agent and Agent Bank
Agreement;
18
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, in respect of each Loan Tranche
that is a Scheduled Amortisation Loan Tranche and in respect of the
corresponding Series and Class of Scheduled Redemption Notes, the
instalment amounts specified as applying to such Loan Tranche and related
Series and Class of Notes in the applicable Final Terms;
SCHEDULED AMORTISATION LOAN TRANCHE means any Loan Tranche that is
scheduled to be repaid in instalments on more than one Funding 2 Interest
Payment Dates, namely those Loan Tranches designated as a "Scheduled
Amortisation" Loan Tranches in the relevant Final Terms;
SCHEDULED REDEMPTION DATES means, in respect of a Series and Class of
Notes, the Quarterly Interest Payment Dates, if any, specified as such for
such Notes in the applicable Final Terms for the repayment of principal,
subject to the Conditions;
SCHEDULED REPAYMENT DATES means, in respect of any Scheduled Repayment
Loan Tranche, the Quarterly Interest Payment Dates specified as such in
the applicable Loan Tranche Supplement for the repayment of principal;
SEC means the United States Securities and Exchange Commission;
SECURITIES ACT means the United States Securities Act of 1933, as amended;
SECURITY INTEREST means any mortgage, sub-mortgage, standard security,
charge, sub-charge, assignment, assignation in security, pledge, lien,
right of set-off or other encumbrance or security interest;
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 (i)
(inclusive) of the Master Issuer Pre-Enforcement Revenue Priority of
Payments;
SERIES means all Classes of Notes issued on a given day and any Class of
Notes issued on any other day which: (a) is expressed to be consolidated;
and (b) is identical in all respects (including as to listing) except for
Closing Date, Interest Commencement Date and issue price with any Class of
Notes issued on such given day;
SERIES AND CLASS means a particular Class of Notes of a given Series;
SPECIFIED CURRENCY means, in respect of any Series or Class of Notes, the
currency or currencies specified as such for such Notes in the applicable
Final Terms;
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
Master Issuer Paying Agent and Agent Bank Agreement or such other
specified notice as may be notified to the Master Issuer and the Note
Trustee pursuant to the Master 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-LIBOR means the London Interbank Offered Rate for sterling
deposits, as determined by the Agent Bank on the following basis:
19
(a) on the applicable 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 specified in the
applicable Final Terms (or, in the case of the first Interest
Period, the linear interpolation of the arithmetic mean of such
offered quotations for such period as specified in the applicable
Final Terms for 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. If the 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 Master 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; This is called the
screen rate for LIBOR or Sterling LIBOR;
(b) if, on any such 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 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 Determination Date, fewer than two Reference Banks
provide quotations, the Agent Bank will consult with the Note
Trustee and the Master 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 an agreement supplemental to the Programme
Agreement or substantially in the form set out in the Programme Agreement
or such other form as may be agreed between the Master Issuer and the
Dealers;
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;
SUCCESSOR AGENT means any successor to any Agent who may be appointed by
the Master Issuer under the Master Issuer Paying Agent and Agent Bank
Agreement;
SUCCESSOR AGENT BANK means any successor to the Agent Bank who may be
appointed by the Master Issuer under the Master Issuer Paying Agent and
Agent Bank Agreement;
SUCCESSOR PAYING AGENT means any successor to any Paying Agent who may be
appointed by the Master Issuer under the Master Issuer Paying Agent and
Agent Bank Agreement;
20
SUCCESSOR PRINCIPAL PAYING AGENT means any successor to the Principal
Paying Agent who may be appointed by the Master Issuer under the Master
Issuer Paying Agent and Agent Bank Agreement;
SWAP COLLATERAL means, at any time, any asset (including without
limitation, cash and/or securities) which is paid or transferred by a
Master Issuer Swap Provider to, or held by, the Master Issuer or to
Funding 2, as applicable, as collateral to secure the performance by such
Master Issuer Swap Provider of its obligations under the relevant Master
Issuer Swap Agreement together with any income or distribution received in
respect of such asset (if the Master Issuer or Funding 2, as applicable,
is entitled to remain the same);
SWAP DISCLOSURE AGREEMENT means any agreement between inter alios, a
Master Issuer Swap Provider and the Master Issuer for the purposes of
agreeing such Master Issuer Swap Provider's reporting requirements in
respect of information contained in the US Prospectus;
TALON means a talon attached on issue to a Definitive Note (other than a
Zero Coupon Note) which is exchangeable in accordance with its provisions
for further Coupons appertaining to the Note and includes any replacements
for Talons;
TALONHOLDERS means the several persons who are for the time being holders
of the Talons;
TARGET BUSINESS DAY means a day on which the TransEuropean Automated
Realtime Gross Settlement Express Transfer (TARGET) system is open;
TERMS AND CONDITIONS has the same meaning as Conditions;
TRANSACTION means the transaction contemplated by the Transaction
Documents;
TRANSFER AGENT means Citibank, N.A. London Branch of Citigroup Centre,
Canada Square, Canary Wharf, London E14 5LB in its capacity as the
transfer agent appointed by the Master Issuer under the Paying Agent and
Agent Bank Agreement to administer the transfer of Notes;
UK LISTING AUTHORITY means the Financial Services Authority in its
capacity as competent authority under the Financial Services and Markets
Act 2000;
UNDERWRITERS means the institutions specified in the US Prospectus
Supplement related to any Series and Class of US Notes;
UNDERWRITING AGREEMENT means the underwriting agreement relating to the
sale of a Series and Class of US Notes between, inter alios, the Master
Issuer and the Underwriters;
USD-LIBOR means the London Interbank Offered Rate for dollar deposits, as
determined by the Agent Bank on the following basis:
(a) on the Determination Date applicable to the relevant Series and
Class of Notes as specified in the relevant Final Terms, the Agent
Bank will determine the arithmetic mean, rounded upwards to five
decimal places, of the offered quotations to leading banks for US
dollar deposits for the relevant period as specified in the relevant
Final Terms. The USD-LIBOR for the first Interest Period shall be
the linear interpolation of the arithmetic mean of such offered
quotations for such period in respect of such Notes as specified in
the relevant Final Terms for US 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. If the Telerate Screen No. 3750
stops providing these quotations, the replacement service for the
purposes of displaying this information will be used. If the
21
replacement service stops displaying the information, another page
as determined by the Master 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. This
is called the screen rate for the applicable Series and Class of
Notes;
(b) if, on any such Note 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 US dollar deposits of the equivalent amount
and for the relevant period, in the London inter-bank market
as at or about 11.00 a.m. (London time); and
(ii) calculate the arithmetic mean, rounded upwards to five decimal
places, of those quotations;
(c) if, on any such Note 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 (b); and
(d) if, on any such Note Determination Date, fewer than two Reference
Banks provide quotations, the Agent Bank will consult with the Note
Trustee and the Master 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 (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 (a) or (b) was applicable.;
and
US GLOBAL NOTES means the US Notes in global form.
US NOTES means each Series and Class of Notes which are registered with
the SEC under the Securities Act;
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;
US PROSPECTUS means the prospectus dated 11 October 2006, related to the
offer and sale of the US Notes;
US PROSPECTUS SUPPLEMENT means the prospectus supplement to the Prospectus
dated 11 October 2006, related to the offer and sale of the US Notes;
ZERO COUPON NOTE means a Note, the interest basis of which is specified in
the applicable Final Terms as being zero coupon.
2. INTERPRETATION AND CONSTRUCTION
2.1 Any reference in this Amended and Restated Master Issuer Master
Definitions and Construction Schedule or any Master Issuer 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;
22
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;
DISPOSAL shall be construed as any sale, lease, transfer, conveyance,
assignment, assignation, licence, sub-licence or other disposal and
DISPOSE shall be construed accordingly;
a GUARANTEE means any guarantee, bond, indemnity, letter of credit, third
party security or other legally binding assurance against financial loss
granted by one person in respect of any indebtedness of another person, or
any agreement to assume any indebtedness of any other person or to supply
funds or to invest in any manner whatsoever in such other person by reason
of, or otherwise in relation to, indebtedness of such other person;
HOLDING COMPANY means a holding company within the meaning of section 736
of the Companies Act 1985;
INDEBTEDNESS shall be construed so as to include any obligation (whether
incurred as principal or as surety) for the payment or repayment of money,
whether present or future, actual or contingent;
a MONTH is a reference to a period starting on one day in a calendar month
and ending on the numerically corresponding day in the next calendar month
save that, where any such period would otherwise end on a day which is not
a Business Day, it shall end on the next Business Day, unless that day
falls in the calendar month succeeding that in which it would otherwise
have ended, in which case it shall end on the preceding Business Day
Provided that, if a period starts on the last Business Day in a calendar
month or if there is no numerically corresponding day in the month in
which that period ends, that period shall end on the last Business Day in
that later month (and references to MONTHS shall be construed
accordingly);
PARTY shall be construed as a party to a particular agreement, as the case
may be;
SUBSIDIARY means, (a) a subsidiary within the meaning of section 736 of
the Companies Act 1985, and (b) unless the context requires otherwise, a
subsidiary undertaking within the meaning of section 258 of the Companies
Act 1985;
VAT means value added tax imposed by the United Kingdom as referred to in
the Value Added Tax Act 1994 and legislation (whether delegated or
otherwise) replacing the same or supplemental thereto or in any primary or
subordinate legislation promulgated by the European Union or any official
body or agency thereof, and any similar turnover tax replacing or
introduced in addition to any of the same;
a WHOLLY-OWNED SUBSIDIARY of a company or corporation shall be construed
as a reference to any company or corporation which has no other members
except that other company or corporation and that other company's or
corporation's wholly-owned subsidiaries or persons acting on behalf of
that other company or corporation or its wholly-owned subsidiaries; and
the WINDING-UP, DISSOLUTION or ADMINISTRATION of a company or corporation
shall be construed so as to include any equivalent or analogous
proceedings under the law of the jurisdiction in which such company or
corporation is incorporated or any jurisdiction in which such company or
corporation carries on business including the seeking of liquidation,
winding-up, bankruptcy, reorganisation, dissolution, administration,
arrangement, adjustment, protection or relief of debtors.
2.2 {pound-sterling}, 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
23
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 25 March 1957, as amended by, inter alia, the
Single European Act of 1986 and the Treaty of European Union of 7 February
1992 and the Treaty of Amsterdam of 2 October 1997 establishing the
European Community, as further amended from time to time.
2.3 In this Amended and Restated Master Issuer Master Definitions and
Construction Schedule and in any of the Transaction Documents in which
this Amended and Restated Master Issuer Master Definitions and
Construction Schedule is expressed to be incorporated or to which this
Amended and Restated Master Issuer Master Definitions and Construction
Schedule is expressed to apply:
(a) words denoting the singular number only shall include the plural
number also and vice versa;
(b) words denoting one gender only shall include the other genders;
(c) words denoting persons only shall include firms and corporations
and vice versa;
(d) references to any statutory provision shall be deemed also to refer
to any statutory modification or re-enactment thereof or any
statutory instrument, order or regulation made thereunder or under
any such re-enactment;
(e) references to any agreement or other document (including any of the
Transaction Documents) shall be deemed also to refer to such
agreement or document as amended, varied, supplemented or novated
from time to time;
(f) clause, paragraph and schedule headings are for ease of reference
only;
(g) reference to a statute shall be construed as a reference to such
statute as the same may have been, or may from time to time be,
amended or re-enacted to the extent such amendment or re-enactment
is substantially to the same effect as such statute on the date
hereof;
(h) reference to a time of day shall be construed as a reference to
London time; and
(i) references to any person shall include references to his successors,
transferees and assigns and any person deriving title under or
through him.
2.4 Any definition that appears in the Master Issuer Transaction Documents
that does not appear in this Amended and Restated Master 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 Amended and Restated Master Issuer Master
Definitions and Construction Schedule and the definitions set out in the
Master Definitions and Construction Schedule, unless contrary intention
appears, the definitions in the Amended and Restated Master Issuer Master
Definitions and Construction Schedule shall prevail.
3. COUNTERPARTS
This Amended and Restated Master Issuer Master Definitions and
Construction Schedule may be signed in any number of counterparts each of
which, when signed, shall constitute one and the same instrument.
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4. GOVERNING LAW AND JURISDICTION
This Amended and Restated Master 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.
25
SIGNATORIES
MASTER ISSUER
EXECUTED for and on behalf of ) /s/ Claudia Wallace
PERMANENT MASTER ISSUER PLC )
by )
MASTER ISSUER SECURITY TRUSTEE
EXECUTED for and on behalf of ) /s/ Vincent Giraud
THE BANK OF NEW YORK )
acting by its authorised signatory )
Authorised signatory )
NOTE TRUSTEE
EXECUTED for and on behalf of ) /s/ Vincent Giraud
THE BANK OF NEW YORK )
acting by its authorised signatory )
Authorised signatory )
PRINCIPAL PAYING AGENT
EXECUTED for and on behalf of ) /s/ Georgia Mitchell
CITIBANK N.A., a company incorporated )
In the United States of America )
by )
being a person who, in
accordance with the laws
of that territory, is acting under
the authority of
the company
26
REGISTRAR
EXECUTED for and on behalf of ) /s/ Georgia Mitchell
CITIBANK N.A., a company incorporated )
In the United States of America )
by )
being a person who, in
accordance with the laws
of that territory, is acting under
the authority of
the company
TRANSFER AGENT
EXECUTED for and on behalf of ) /s/ Georgia Mitchell
CITIBANK N.A., a company incorporated )
In the United States of America )
by )
being a person who, in
accordance with the laws
of that territory, is acting under
the authority of
the company
AGENT BANK
EXECUTED for and on behalf of ) /s/ Georgia Mitchell
CITIBANK N.A., a company incorporated )
In the United States of America )
by )
being a person who, in
accordance with the laws
of that territory, is acting under
the authority of
the company
U.S. PAYING AGENT
EXECUTED for and on behalf of ) /s/ Georgia Mitchell
CITIBANK N.A. )
signed for and on its behalf by one of its )
duly authorised attorneys/signatories )
being a person who, in
accordance with the laws
of that territory, is acting
under the authority of the company
27
MASTER ISSUER CASH MANAGER
EXECUTED for and on behalf of ) /s/ Ian Stewart
HALIFAX PLC ) /s/ Amarpal Takk
acting by its duly authorised attorney )
By:
Name:
MASTER ISSUER ACCOUNT BANK
EXECUTED for and on behalf of ) /s/ David Balai
THE GOVERNOR AND COMPANY OF ) /s/ Amarpal Takk
THE BANK OF SCOTLAND )
acting by its duly authorised attorney )
By:
Name:
MASTER ISSUER CORPORATE SERVICES PROVIDER
EXECUTED for and on behalf of ) /s/ Jonathan Keighley
STRUCTURED FINANCE MANAGEMENT )
LIMITED )
acting by its duly authorised attorney )
By:
Name:
MASTER ISSUER POST-ENFORCEMENT CALL OPTION HOLDER
EXECUTED for and on behalf of ) /s/ Claudia Wallace
PERMANENT PECOH LIMITED )
by: )
28
2006-1 SERIES 1 MASTER ISSUER SWAP PROVIDER, 2006-1 SERIES 2 MASTER ISSUER SWAP
PROVIDER AND 2006-1 SERIES 5 MASTER ISSUER SWAP PROVIDER
EXECUTED for and on behalf of ) /s/ Megan Wallis
DEUTSCHE BANK AG, LONDON ) /s/ Joe Kohler
BRANCH )
acting by its duly authorised attorney )
By:
Name:
2006-1 SERIES 3 MASTER ISSUER SWAP PROVIDER
EXECUTED for and on behalf of ) /s/ Yolanda Perez-Wilson
CREDIT SUISSE INTERNATIONAL ) Assistant Vice President
signed for and on its behalf by one of its )
duly authorised attorneys/signatories )
By:
Name:
2006-1 SERIES 4 MASTER ISSUER SWAP PROVIDER
EXECUTED for and on behalf of ) /s/ Jonathan Martin
BARCLAYS BANK PLC )
acting by its duly )
authorised attorney )
By:
Name:
2007-1 SERIES 3 CLASS A MASTER ISSUER SWAP PROVIDER
EXECUTED for and on behalf of ) /s/ Stephane Carrier
CITIBANK N.A., LONDON ) Director
BRANCH )
acting by its attorney )
29
2007-1 SERIES 1 MASTER ISSUER SWAP PROVIDER AND 2007-1 SERIES 2 MASTER ISSUER
SWAP PROVIDER
EXECUTED for and on behalf of ) /s/ Yolanda Perez-Wilson
CREDIT SUISSE (USA) INC. ) Assistant Vice President
acting by )
2007-1 SERIES 4 MASTER ISSUER SWAP PROVIDER
EXECUTED for and on behalf of )
DEUTSCHE BANK AG, LONDON ) /s/ Megan Wallis
BRANCH )
acting by ) /s/ Joe Kohler
30