UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported)
21 November 2007
Permanent Master Issuer PLC
(Exact name of issuing entity as specified in its charter)
Permanent Funding (No.2) Limited
(Exact name of depositor as specified in its charter)
Bank of Scotland plc
(Exact name of sponsor as specified in its charter)
England and Wales 333-137495-01 N/A
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) ID Number)
35 Great St. Helen's, London, United Kingdom EC3A 6AP
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, +44 (0) 20 7398-6300
including area code:
No Change
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(d) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 - Entry into a Material Definitive Agreement
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The Amended and Restated Master Definitions and Construction Schedule, dated as
of March 1, 2007 (the "MASTER DEFINITIONS"), which was filed as an exhibit to
the Form 8-K dated March 9, 2007, was amended and restated by the Amended and
Restated Master Definitions and Construction Schedule, dated as of November 21,
2007 (the "AMENDED MASTER DEFINITIONS").
The Amended Master Definitions materially amended the Master Definitions in the
following respect. The definitions of "Funding 1 General Reserve Fund Required
Amount" and "Funding 1 Reserve Required Amount" were amended from the sum of
{pound-sterling}545,000,000 to "an amount equal to {pound-sterling}445,000,000
or such lesser amount to which the Funding 1 Liquidity Facility Provider, the
Funding 1 Swap Provider and each of the Issuer Swap Providers consent to and as
the Rating Agencies have confirmed will not cause the ratings of the Notes of
any Funding 1 Issuer to be reduced, withdrawn or qualified." This amendment
was made in order to reduce the amount required to be held in the Funding 1
General Reserve Fund.
Capitalized terms used in this Form 8-K and not defined shall have the meanings
assigned to them in the Amended Master Definitions attached as Exhibit 10.1
hereto.
Item 9.01 - Financial Statements and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
Exhibit No. Description of Exhibit
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10.1 Amended and Restated Master Definitions and Construction Schedule
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PERMANENT FUNDING (NO.2) LIMITED,
as Depositor
By: /s/ David Balai
-------------------------------------
Name: David Balai
Title: Director
Dated: December 14, 2007
Exhibit Index
Exhibit No. Description of Exhibit
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10.1 Amended and Restated Master Definitions and Construction Schedule
Exhibit 10.1
AMENDED AND RESTATED MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE
21 NOVEMBER 2007
PERMANENT FUNDING (NO. 1) LIMITED
PERMANENT FUNDING (NO. 2) LIMITED
PERMANENT MORTGAGES TRUSTEE LIMITED
CONTENTS
CLAUSE PAGE
1. Accession of New Parties.............................................1
2. Definitions..........................................................1
3. Interpretation and Construction.....................................80
4. Amendments..........................................................82
5. Counterparts........................................................82
6. Incorporation of Terms..............................................82
7. Governing Law.......................................................82
SCHEDULE
1. Accession Agreement.................................................83
Signatories..................................................................84
1. ACCESSION OF NEW PARTIES
1.1 If, after the date hereof, an entity which is not party to this Master
Definitions and Construction Schedule (each, a NEW PARTY) has agreed
to enter into any Transaction Document which incorporates this Master
Definitions and Construction Schedule, Funding 1 and Funding 2 shall
procure (before that new Transaction Document becomes effective) that
such New Party becomes a party to this Master Definitions and
Construction Schedule by delivering to the Funding 1 and Funding 2
Security Trustee on behalf of the parties to this Master Definitions
and Construction Schedule (including any previous New Party) (each, an
EXISTING PARTY) an Accession Agreement (in the form set out in
Schedule 1 (Accession Agreement)) (an ACCESSION AGREEMENT) duly
executed by that New Party.
1.2 Upon execution and delivery of an Accession Agreement, the New Party
will become a party to this Master Definitions and Construction
Schedule.
1.3 No Existing Party is responsible to a New Party for:
(a) the execution, genuineness, validity, enforceability or
sufficiency of any Funding 1 or Funding 2 Transaction Document
or any other document;
(b) the collectability of amounts payable under any Funding 1 or
Funding 2 Transaction Document; or
(c) the accuracy of any statements (whether written or oral) made
in or in connection with any Funding 1 or Funding 2
Transaction Document.
1.4 Each New Party confirms to the Existing Parties that, upon execution
and delivery of an Accession Agreement in accordance with Clause 1.1,
it:
(a) has made its own independent investigation and assessment of
the financial condition and affairs of the Mortgages Trustee,
Funding 1 and Funding 2 (as applicable) in connection with the
entry into the Funding 1 or Funding 2 Transaction Document
referred to in Clause 1.1; and
(b) will continue to make its own independent investigation and
assessment of the financial condition and affairs of the
Mortgages Trustee, Funding 1 or Funding 2 (as applicable)
whilst the Funding 1 or Funding 2 Transaction Document
referred to in Clause 1.1 is in force.
2. DEFINITIONS
In any agreement, instrument or deed expressly and specifically
incorporating by reference this Amended and Restated 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:
AAA LOAN TRANCHE means a tranche of any Funding 2 Intercompany Loan
which has been structured so as to reflect the payment obligations on
the Notes of the relevant Funding 2 Issuer which are rated AAA by S&P,
Aaa by Moody's and AAA by Fitch (or, in the case of the Money Market
Notes, the corresponding relevant short-term ratings as specified in
the relevant Final Terms) at their date of issue;
1
AAA PRINCIPAL DEFICIENCY SUB-LEDGER means, as the context requires,
(a) (in respect of Funding 1) one of four sub-ledgers of the Principal
Deficiency Ledger corresponding to the Term AAA Advances of Funding 1,
which will be established and maintained pursuant to Clause 4.3(b) of
the Cash Management Agreement or (b) (in respect of Funding 2) one of
six sub-ledgers of the Principal Deficiency Ledger corresponding to
the AAA Loan Tranches of Funding 2, which will be established and
maintained pursuant to Clause 4.4(b) of the Cash Management Agreement;
AA LOAN TRANCHE means a tranche of any Funding 2 Intercompany Loan
which has been structured so as to reflect the payment obligations on
the Notes of the relevant Funding 2 Issuer which are rated AA by S&P,
Aa2 by Moody's and AA by Fitch (or, in the case of the Money Market
Notes, the corresponding relevant short-term ratings as specified in
the relevant Final Terms) at their date of issue;
AA PRINCIPAL DEFICIENCY SUB-LEDGER means, as the context requires, (a)
(in respect of Funding 1) one of four sub-ledgers of the Principal
Deficiency Ledger corresponding to the Term AA Advances of Funding 1,
which will be established and maintained pursuant to Clause 4.3(b) of
the Cash Management Agreement or (b) (in respect of Funding 2) one of
six sub-ledgers of the Principal Deficiency Ledger corresponding to
the AA Loan Tranches of Funding 2, which will be established and
maintained pursuant to Clause 4.4(b) of the Cash Management Agreement;
A LOAN TRANCHE means a tranche of any Funding 2 Intercompany Loan
which has been structured so as to reflect the payment obligations on
the Notes of the Master Issuer which are rated A by S&P, A2 by Moody's
and A by Fitch (or, in the case of the Money Market Notes, the
corresponding relevant short-term ratings as specified in the relevant
Final Terms) at their date of issue;
A PRINCIPAL DEFICIENCY SUB-LEDGER means, as the context requires, (a)
(in respect of Funding 1) one of four sub-ledgers and (in respect of
Funding 2) one of six sub-ledgers of, as the context requires, (a) of
the Principal Deficiency Ledger corresponding to the Term A Advances
of Funding 1, which will be established and maintained pursuant to
Clause 4.3(b) of the Cash Management Agreement or (b) (in respect of
Funding 2) one of six sub-ledgers of the Principal Deficiency Ledger
corresponding to the A Loan Tranches of Funding 2, which (in each
case) will be established and maintained pursuant to Clause 4.4(b) of
the Cash Management Agreement;
ACCESSION UNDERTAKING means the deed of accession to the Funding 1
Deed of Charge substantially in the form set out in Schedule 2 to the
Funding 1 Deed of Charge or the deed of accession to the Funding 2
Deed of Charge substantially in the form set out in Schedule 2 to the
Funding 2 Deed of Charge, as applicable;
ACCOUNT BANK means the bank at which the Mortgages Trustee GIC
Account, the Funding 1 GIC Account, the Funding 2 GIC Account, the
Funding 1 Transaction Account, and the Funding 2 Transaction Account
are maintained from time to time, being as at the date hereof, Bank of
Scotland plc situated at 116 Wellington Street, Leeds LS1 4LT and
thereafter such other Authorised Entity as Funding 1 or Funding 2, as
applicable, may choose with the prior written approval of the Funding
1 Security Trustee and/or the Funding 2 Security Trustee (as
applicable) or as the Mortgages Trustee may choose with the prior
written consent of the Beneficiaries;
ACCRUED INTEREST means as at any date (the DETERMINATION DATE) on or
after the date hereof and in relation to any Loan, interest on such
Loan (not being interest which is currently payable on the
determination date) which has accrued from and including the Monthly
Payment Day immediately prior to the determination date to and
including the determination date;
ACT means the Data Protection Act 1998 as amended from time to time;
2
ADDITIONAL FUNDING 1 LIQUIDITY FACILITY PROVIDER has the meaning given
in clause 10.6(a) of the Funding 1 Deed of Charge;
ADDITIONAL FUNDING 1 SECURITY means the security created under or
pursuant to the Second Supplemental Funding 1 Deed of Charge;
ADJUSTED FUNDING 1 RESERVE FUND LEVEL means the sum of:
(a) the amount standing to the credit of the General Reserve Fund;
and
(b) the amount (if any) then outstanding in respect of item (b) of
the relevant Funding 1 Pre-Enforcement Principal Priority of
Payments.
ADJUSTED FUNDING 2 RESERVE FUND LEVEL means the sum of:
(a) the amount standing to the credit of the Funding 2 General
Reserve Fund; and
(b) the amount (if any) then outstanding in respect of item (a) of
the relevant Funding 2 Pre-Enforcement Principal Priority of
Payments;
ADJUSTED RESERVE FUND LEVEL means, as the context requires, either (a)
the Adjusted Funding 1 Reserve Fund Level (with respect to Funding 1
and the General Reserve Fund) or (b) the Adjusted Funding 2 Reserve
Fund Level (with respect to Funding 2 and the Funding 2 General
Reserve Fund), as applicable;
ADVANCE means the aggregate of
(a) the amount advanced by the First Start-up Loan Provider to
Funding 1 on the Initial Closing Date pursuant to the First
Start-up Loan Agreement;
(b) the amount advanced by the Second Start-up Loan Provider to
Funding 1 on the Second Issuer Closing Date pursuant to the
Second Start-up Loan Agreement;
(c) the amount advanced by the Third Start-up Loan Provider to
Funding 1 on the Third Issuer Closing Date pursuant to the
Third Start-up Loan Agreement;
(d) the amount advanced by the Fourth Start-up Loan Provider to
Funding 1 on the Fourth Issuer Closing Date pursuant to the
Fourth Start-up Loan Agreement;
(e) the amount advanced by the Fifth Start-up Loan Provider to
Funding 1 on the Fifth Issuer Closing Date pursuant to the
Fifth Start-up Loan Agreement;
(f) the amount advanced by the Sixth Start-up Loan Provider to
Funding 1 on the Sixth Issuer Closing Date pursuant to the
Sixth Start-up Loan Agreement;
(g) the amount advanced by the Seventh Start-up Loan Provider to
Funding 1 on the Seventh Issuer Closing Date pursuant to the
Seventh Start-up Loan Agreement;
(h) the amount advanced by the Eighth Start-Up Loan Provider to
Funding 1 on the Eighth Issuer Closing Date pursuant to the
Eighth Start-Up Loan Agreement;
(i) the amount advanced by the Ninth Start-Up Loan Provider to
Funding 1 on the Ninth Issuer Closing Date pursuant to the
Ninth Start-Up Loan Agreement;
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(j) the amount advanced by the Funding 2 Start-Up Loan Provider to
Funding 2 on the Programme Date pursuant to the Funding 2
Start-Up Loan Agreement or such other amount advanced by the
Funding 2 Start-Up Loan Provider or any new Funding 2 Start-Up
Loan Provider to Funding 2 on each new issue of Notes by the
Master Issuer pursuant to a Funding 2 Start-up Loan Agreement;
and
(k) the amount advanced by the Start-up Loan Provider or any New
Start-up Loan Provider on any New Issuer Closing Date pursuant
to any New Start-up Loan Agreement, or such part of such
amount as shall be outstanding from time to time;
ADVANCE DATE means, in relation to a Master Issuer Subordinated Loan,
the date on which such Master Issuer Subordinated Loan is advanced by
the Master Issuer Subordinated Loan Provider;
AGENT BANK means Citibank, N.A. in its capacity as agent bank;
ALTERNATIVE INSURANCE RECOMMENDATIONS means the recommendations
contained in the Offer Conditions provided by the Seller to Borrowers
who elect to arrange independent buildings insurance for their
Properties;
AMENDED AND RESTATED MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE,
MASTER DEFINITIONS SCHEDULE and MASTER DEFINITIONS AND CONSTRUCTION
SCHEDULE means this schedule as amended and restated from time to
time;
ANNUALISED CPR means the result of:
1-((1-M)^(12))
where "M" is expressed as a percentage and determined as at the most
recent Normal Calculation Date as indicated in the definition of
Anticipated Cash Accumulation Period;
ANTICIPATED CASH ACCUMULATION PERIOD means, on any Normal Calculation
Date, the anticipated number of months required to accumulate
sufficient Principal Receipts to pay the Relevant Accumulation Amount
in relation to the relevant Cash Accumulation Advance, which will be
equal to:
J+K+-L/Mx(NxO)
calculated in months and rounded up to the nearest whole number,
where:
J = the Relevant Accumulation Amount;
K = the aggregate principal amount outstanding on that Normal
Calculation Date of:
(a) each Bullet Term Advance and Scheduled Amortisation Term
Advance that was not fully repaid on its relevant Scheduled
Repayment Date; and
(b) each other Bullet Term Advance and Scheduled Amortisation
Instalment, the Scheduled Repayment Date of which falls on or
before the Scheduled Repayment Date of the relevant Bullet
Term Advance or Scheduled Amortisation Instalment;
L = the amount of any available cash already standing to the
credit of the Cash Accumulation Ledger at the start of that
Normal Calculation Date plus the aggregate amount of Cash
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Accumulation Requirement paid to Funding 1 since the previous
Funding 1 Interest Payment Date;
M = means:
(a) on any date prior to or including the 12th Normal Calculation
Date to occur following the Initial Closing Date, the sum of
each Monthly CPR on the Normal Calculation Dates which have
occurred since the Initial Closing Date divided by the number
of those Calculation Dates; and
(b) on any subsequent date, the sum of each Monthly CPR on the 12
most recent Normal Calculation Dates divided by 12 or (in the
case of a Loan Tranche corresponding to Money Market Notes)
any alternative CPR if specified in the applicable Loan
Tranche Supplement and the corresponding Final Terms;
N = 0.85; and
O = the aggregate Outstanding Principal Balance of the Loans
comprising the Trust Property on the previous Normal
Calculation Date (or, if none, the Initial Closing Date);
APPROVED PURPOSE means, in England and Wales, an approved purpose in
relation to the right-to-buy scheme governed by the Housing Act 1985
(as amended by the Housing Act 2004) or, in Scotland, either of the
purposes detailed in Sections 72(5)(a)(i) and (ii) of the Housing
(Scotland) Act 1987;
IN ARREARS or IN ARREARS means, in respect of a Mortgage Account, that
one or more Monthly Payments in respect of such Mortgage Account have
become due and is unpaid by a Borrower;
ARREARS OF INTEREST means, in respect of a Loan on a given date,
interest, principal (if applicable) and expenses which are due and
payable and remain unpaid on that date;
ASSET TRIGGER EVENT means the event that occurs when there is an
amount being debited to the related AAA Principal Deficiency
Sub-Ledger unless such debit is made when:
(a) (i) in the case of Funding 1, the aggregate principal amount
outstanding of each of the Term AA Advances, the Term A
Advances and the Term BBB Advances is equal to zero, or (ii)
in the case of Funding 2, the aggregate principal amount
outstanding of each of the AA Loan Tranches, the A Loan
Tranches, the BBB Loan Tranches and the BB Loan Tranches is
equal to zero; and
(b) (i) in the case of the Funding 1, the sum of (x) the amount
standing to the credit of the Funding 1 General Reserve
Ledger, (y) the amount standing to the credit of the Funding 1
Liquidity Reserve Ledger (if any) and (z) the amount standing
to the credit of the Funding 1 Revenue Ledger together with
amounts determined and due to be credited to the Funding 1
Revenue Ledger prior to the immediately following Funding 1
Interest Payment Date after such debit is made, is greater
than the amount necessary to pay the items in paragraphs (a)
to (g) in the Funding 1 Pre-Enforcement Revenue Priority of
Payments on the immediately following Funding 1 Interest
Payment date after such debit is made or (ii) in the case of
Funding 2, the sum of (x) the amount standing to the credit of
the Funding 2 General Reserve Ledger, (y) the amount standing
to the credit of the Funding 2 Liquidity Reserve Ledger (if
any) and (z) the amount standing to the credit of the Funding
2 Revenue Ledger together with amounts determined and due to
be credited to the Funding 2 Revenue Ledger prior to the
immediately following Funding 2 Interest Payment Date after
such debit is made, is greater than the amount necessary to
pay the items in paragraphs (a) to (e) in the
5
Funding 2 Pre-Enforcement Revenue Priority of Payments on the
immediately following Funding 2 Interest Payment date after
such debit is made;
ASSIGNMENT OF HALIFAX MORTGAGE RE LIMITED MIG POLICIES means an
assignment of the Halifax Mortgage Re Limited MIG Policies
substantially in the form set out in Schedule 8 to the Mortgage Sale
Agreement;
ASSIGNMENT OF THIRD PARTY RIGHTS means an assignment of Related
Security and rights of action against third parties substantially in
the form set out in Schedule 7 to the Mortgage Sale Agreement;
AUDITORS means KPMG Audit Plc of 1 Canada Square, Canary Wharf, London
E14 5AG or such other internationally independent firm of auditors
selected from time to time by, (in the case of the Mortgages Trustee)
the Mortgages Trustee, the Funding 1 Security Trustee and the Funding
2 Security Trustee (in the case of Funding 1), Funding 1 and the
Funding 1 Security Trustee or (in the case of Funding 2), Funding 2
and the Funding 2 Security Trustee;
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
following Funding 1 Interest Payment Date or Funding 2
Interest Payment Date, as applicable, 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 Financial Services and Markets Act 2000) are
rated at least A-1+ by Standard & Poor's, P-1 by Moody's and
AA- 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 related Notes;
AUTHORISED SIGNATORY means any authorised signatory referred to in, as
applicable, the Funding 1 Transaction Account Mandate, the Funding 2
Transaction Account Mandate, the Funding 1 GIC Account Mandate, the
Funding 2 GIC Account Mandate and the Mortgages Trustee GIC Account
Mandate;
AVERAGE FIXED RATE LOAN BALANCE has the meaning given in the Funding 1
Swap Agreement;
AVERAGE TRACKER RATE LOAN BALANCE has the meaning given in the Funding
1 Swap Agreement;
AVERAGE VARIABLE RATE LOAN BALANCE has the meaning given in the
Funding 1 Swap Agreement;
BACS means the Bankers' Automated Clearing Service as amended from
time to time or any scheme replacing the same;
BANK ACCOUNT AGREEMENT means the agreement entered into on the Initial
Closing Date between the Account Bank, the Mortgages Trustee, Funding
1, the Cash Manager and the Security Trustee, as amended and restated
on the Programme Date, between the Account Bank, the Mortgages
Trustee, Funding 1, Funding 2, the Cash Manager and the Security
Trustees, which governs the operation of the Bank Accounts (excluding
the Funding 1 Liquidity Facility Stand-by Account) (as amended,
restated, supplemented, replaced and/or novated from time to time);
6
BANK ACCOUNTS means the Mortgages Trustee GIC Account, the Funding 1
GIC Account, the Funding 1 Transaction Account, the Funding 1
Liquidity Facility Stand-by Account, the Funding 2 GIC Account, the
Funding 2 Transaction Account and any additional or replacement bank
accounts held in the name of either the Mortgages Trustee, Funding 1
and/or Funding 2, as applicable, from time to time with the prior
written consent of the Security Trustees and the Rating Agencies;
BANK OF ENGLAND REPO RATE means the Bank of England's official dealing
rate (the repo rate) as set by the UK Monetary Policy Committee and in
the event that such rate ceases to exist or becomes inappropriate as
an index, such alternative rate or index, not controlled by the
Seller, that the Seller considers to be the most appropriate in the
circumstances;
BANK OF SCOTLAND means Bank of Scotland plc (formerly The Governor and
Company of the Bank of Scotland) incorporated under the laws of
Scotland and registered as a public company under the Companies Act
1985 on the Reorganisation Date in accordance with the HBOS Group
Reorganisation Act 2006;
BBB LOAN TRANCHES means a tranche of any Funding 2 Intercompany Loan
which has been structured so as to reflect the payment obligations on
the Notes of the relevant Funding 2 Issuer which are rated BBB by S&P,
Baa3 by Moody's and BBB by Fitch (or, in the case of the Money Market
Notes, the corresponding relevant short-term ratings as specified in
the relevant Final Terms) at their date of issue;
BBB PRINCIPAL DEFICIENCY SUB-LEDGER means, as the context requires,
(a) (in respect of Funding 1) one of four sub-ledgers of the Principal
Deficiency Ledger corresponding to the Term BBB Advances of Funding 1,
which will be established and maintained pursuant to Clause 4.3(b) of
the Cash Management Agreement or (b) (in respect of Funding 2) one of
six sub-ledgers of the Funding 2 Principal Deficiency Ledger
corresponding to the BBB Loan Tranches of Funding 2, which will be
established and maintained pursuant to Clause 4.4(b) of the Cash
Management Agreement;
BB LOAN TRANCHES means a tranche of any Funding 2 Intercompany Loan
which has been structured so as to reflect the payment obligations on
the Notes of the Master Issuer which are rated BB by S&P, Ba1 by
Moody's and BB by Fitch (or, in the case of the Money Market Notes,
the corresponding relevant short-term ratings as specified in the
relevant Final Terms) at their date of issue;
BB PRINCIPAL DEFICIENCY SUB-LEDGER means, as the context requires, (a)
(in respect of Funding 1) one of four sub-ledgers of the Principal
Deficiency Ledger corresponding to the Term BB Advances of Funding 1,
which will be established and maintained pursuant to Clause 4.3(b) of
the Cash Management Agreement or (b) (in respect of Funding 2) one of
six sub-ledgers of the Funding 2 Principal Deficiency Ledger
corresponding to the BB Loan Tranches of Funding 2, which will be
established and maintained pursuant to Clause 4.4(b) of the Cash
Management Agreement;
BENEFICIARIES means Funding 1, Funding 2 and the Seller together, as
beneficiaries of the Mortgages Trust, and shall include any other
beneficiary of the Mortgages Trust from time to time pursuant to the
terms of the Mortgages Trust Deed;
BORROWER means, in relation to a Loan, the individual or individuals
specified as such in the relevant Mortgage Terms together with the
individual or individuals (if any) from time to time assuming an
obligation to repay such Loan or any part of it;
BUILDINGS POLICIES means:
(a) all buildings insurance policies relating to freehold or
heritable Properties which have been taken out in the name of
the relevant Borrower (and, in the case of the Halifax
Policies, the
7
Seller) in accordance with the applicable Mortgage Terms or
the Alternative Insurance Recommendations; and
(b) all landlord's buildings insurance policies relating to
leasehold Properties including Properties in Scotland held
under a long lease;
BULLET ACCUMULATION LIABILITY means, as the context requires, (a) with
respect to Funding 1, on any Funding 1 Interest Payment Date prior to
any payment under item (d) of the Funding 1 Pre-Enforcement Principal
Priority of Payments, the aggregate of each Relevant Accumulation
Amount at that time of each Bullet Term Advance which is within a Cash
Accumulation Period and (b) with respect to Funding 2, on any Funding
2 Interest Payment Date prior to any payment under item (c) of the
Funding 2 Pre-Enforcement Principal Priority of Payments, the
aggregate of each Relevant Accumulation Amount at that time of each
Bullet Loan Tranche which is within a Cash Accumulation Period;
BULLET ACCUMULATION SHORTFALL means, at any time, that the Cash
Accumulation Ledger Amount is less than the Bullet Accumulation
Liability;
BULLET LOAN TRANCHE means any Rated Loan Tranche where the full amount
of principal in respect of that Loan Tranche is scheduled for
repayment on a single Funding 2 Interest Payment Date (being the
Scheduled Repayment Date);
BULLET TERM ADVANCE means any Term Advance where the full amount of
principal in respect of that Term Advance is scheduled for repayment
on a single Funding 1 Interest Payment Date (being the Scheduled
Repayment Date);
BUSINESS DAY means a day which is a London Business Day, a New York
Business Day and a TARGET Business Day;
CALCULATION DATE means the first day (or, if not a London Business
Day, the next succeeding London Business Day) of each month or the
date on which either Funding 1 and/or Funding 2 and/or the Seller (as
applicable) acquires a further interest in the Trust Property or the
Mortgages Trustee acquires New Loans from the Seller and the date on
which the Mortgages Trust is terminated;
CALCULATION PERIOD means the period from and including a Calculation
Date to but excluding the next following Calculation Date and in
respect of the first Calculation Date following the Programme Date ,
the period from and including the Programme Date to but excluding the
first Calculation Date following the Programme Date;
CALENDAR YEAR means a year from the beginning of 1 January to the end
of 31 December;
CAPITALISED ARREARS means, in relation to a Loan at any date (the
DETERMINATION DATE), the amount (if any) at such date of any Arrears
of Interest in respect of which, at the determination date, each of
the following conditions has been satisfied:
(a) the Seller has, by arrangement with the relevant Borrower,
agreed to capitalise such Arrears of Interest; and
(b) such Arrears of Interest have been capitalised and added, in
the accounts of the Seller (or, if the determination date
occurs after the Initial Closing Date, the Mortgages Trustee),
to the principal amount outstanding in respect of such Loan;
CAPITALISED EXPENSES means, in relation to a Loan, the amount of any
expense, charge, fee, premium or payment (excluding, however, any
Arrears of Interest) capitalised and added to the
8
principal amount outstanding in respect of such Loan in accordance
with the relevant Mortgage Terms (including for the avoidance of
doubt, any High Loan-to-Value Fee);
CAPITALISED INTEREST means, in relation to a Loan, the amount of
interest that would have been paid on a Loan if not for the Borrower
under that Loan taking a Payment Holiday or making an Underpayment;
CASH means cash and/or amounts standing to the credit of a bank
account, as the context shall require;
CASH ACCUMULATION ADVANCE means a Bullet Term Advance, a Bullet Loan
Tranche or a Scheduled Amortisation Instalment which is within a Cash
Accumulation Period;
CASH ACCUMULATION LEDGER means, as the context requires, either (a)
the Funding 1 Cash Accumulation Ledger or (b) the Funding 2 Cash
Accumulation Ledger;
CASH ACCUMULATION LEDGER AMOUNT means, as the context requires, either
(a) the Funding 1 Cash Accumulation Ledger Amount or (b) the Funding 2
Cash Accumulation Ledger Amount;
CASH ACCUMULATION LIABILITY means, with respect to Funding 1, on any
Funding 1 Interest Payment Date, prior to any payment under item (d)
of the Funding 1 Pre-Enforcement Principal Priority of Payments, or,
with respect to Funding 2, on any Funding 2 Interest Payment Date,
prior to any payment under item (c) of the Funding 2 Pre-Enforcement
Principal Priority of Payments, the sum of:
(a) the Bullet Accumulation Liability at that time; and
(b) the aggregate of each Relevant Accumulation Amount at that
time of each Scheduled Amortisation Instalment which is within
a Cash Accumulation Period;
CASH ACCUMULATION PERIOD means the period beginning on the earlier of:
(a) the commencement of the Anticipated Cash Accumulation Period
relating to the Relevant Accumulation Amount; and
(b) in respect of an Original Bullet Term Advance, six months (or
three months, in the case of the Original Bullet Term Advance
relating to the Series 2 Class A Ninth Issuer Notes) prior to
the Scheduled Repayment Date of that Original Bullet Term
Advance and, in respect of an Original Scheduled Amortisation
Instalment, three months (or one month, in the case of the
Scheduled Amortisation Instalments relating to the Series 2
Class A Fifth Issuer Notes, the Series 2 Class A Sixth Issuer
Notes, the Series 3 Class A Sixth Issuer Notes, the Series 3
Class A Seventh Issuer Notes, the Series 5 Class A Seventh
Issuer Notes, the Series 3 Class A Eighth Issuer Notes, the
Series 4 Class A Eighth Issuer Notes, the Series 5 Class A2
Eighth Issuer Notes, the Series 3 Class A Ninth Issuer Notes
and the Series 4 Class A Ninth Issuer Notes) prior to the
Scheduled Repayment Date of that Original Scheduled
Amortisation Instalment,
and ending when Funding 1 or Funding 2, as applicable, has fully
repaid the Bullet Term Advance/Bullet Loan Tranche (respectively) or
Scheduled Amortisation Instalment, as applicable;
CASH ACCUMULATION REQUIREMENT means on a Calculation Date:
(a) the outstanding principal amounts in relation to each Cash
Accumulation Advance;
9
(b) plus, as the context requires, (a) with respect to Funding 1,
amounts due in paragraphs 2.2(a) and 2.2(b) of the Funding 1
Pre-Enforcement Principal Priority of Payments and (b) with
respect to Funding 2, amounts due in paragraphs 2.2(a) and
2.2(b) of the Funding 2 Pre-Enforcement Principal Priority of
Payments;
(c) less the amount standing to the credit of the Cash
Accumulation Ledger, as the context requires, (a) with respect
to Funding 1, at the last Funding 1 Interest Payment Date
(which amount was not distributed on that Funding 1 Interest
Payment Date to the Issuer with the relevant Cash Accumulation
Requirement) and (b) with respect to Funding 2, at the last
Funding 2 Interest Payment Date (which amount was not
distributed on that Funding 2 Interest Payment Date to the
Master Issuer with the relevant Cash Accumulation
Requirement);
(d) less the sum of the Cash Accumulation Requirement paid to
Funding 1 or Funding 2, as applicable, on a previous
Distribution Date during the relevant Interest Period;
CASH ACCUMULATION SHORTFALL means, at any time, that the Cash
Accumulation Ledger Amount is less than the Cash Accumulation
Liability;
CASH MANAGEMENT AGREEMENT means the cash management agreement entered
into on the Initial Closing Date between the Cash Manager, the
Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee, as
amended and restated on the Programme Date between the Cash Manager,
the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security
Trustee and the Funding 2 Security Trustee (as the same may be
amended, restated, supplemented, replaced and/or novated from time to
time);
CASH MANAGEMENT SERVICES means the cash management services set out in
the Cash Management Agreement;
CASH MANAGER means initially Halifax and, as of the Reorganisation
Date, Bank of Scotland acting, pursuant to the Cash Management
Agreement, as agent for the Mortgages Trustee, Funding 1, Funding 2
and the Security Trustees, inter alia, to manage all cash transactions
and maintain certain ledgers on behalf of the Mortgages Trustee,
Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2
Security Trustee (which expression shall include such other person as
may be appointed from time to time as Cash Manager pursuant to the
Cash Management Agreement);
CASH MANAGER TERMINATION EVENT has the meaning given in Clause 13.1 of
the Cash Management Agreement;
CERTIFICATE OF TITLE means a solicitor's, licensed conveyancer's or
(in Scotland) qualified conveyancer's report or certificate of title
obtained by or on behalf of the Seller in respect of each Property
substantially in the form of the pro-forma set out in the Standard
Documentation;
CLASS A NOTES means the Class A First Issuer Notes, the Class A Second
Issuer Notes, the Class A Third Issuer Notes, the Class A Fourth
Issuer Notes, the Class A Fifth Issuer Notes, the Class A Sixth Issuer
Notes, the Class A Seventh Issuer Notes, the Class A Eighth Issuer
Notes, the Class A Ninth Issuer Notes, any class A notes issued by the
Master Issuer and any class A notes issued by any New Issuer;
CLEARING AGENCY means an agency registered under the provisions of
section 17A of the United States Securities Exchange Act of 1934;
CLEARING CORPORATION means a corporation within the meaning of the New
York Uniform Commercial Code;
10
CLEARSTREAM, LUXEMBOURG means Clearstream Banking, societe anonyme;
CLOSING DATE means the Initial Closing Date (or the First Issuer
Closing Date), the Second Issuer Closing Date, the Third Issuer
Closing Date, the Fourth Issuer Closing Date, the Fifth Closing Date,
the Sixth Issuer Closing Date, the Seventh Issuer Closing Date, the
Eighth Issuer Closing Date, the Ninth Issuer Closing Date, any Master
Issuer Closing Date and any New Issuer Closing Date;
COLLECTION ACCOUNT means the collection account in the name of the
Servicer which is from time to time used for the purpose of
collecting, directly or indirectly, monies due in respect of the Loans
and/or the Related Security forming part of the Trust Property;
COMMON DEPOSITORY means Citibank, N.A. in its capacity as the common
depository;
COMPLETION means the completion of the sale and purchase of the
relevant Portfolio pursuant to and in accordance with clause 3 or 4
(as applicable) of the Mortgage Sale Agreement;
CONTRIBUTIONS means the consideration in the form of cash provided to
the Mortgages Trustee by any Beneficiary in respect of the share of
such Beneficiary in the Trust Property under the Mortgages Trust Deed,
being any of an Initial Contribution, a Further Contribution or a
Deferred Contribution;
CONTROLLING BENEFICIARY DEED means the controlling beneficiary deed
entered into on the Programme Date between Funding 1, Funding 2, the
Funding 1 Security Trustee, the Funding 2 Security Trustee and the
Seller (as the same may be amended, restated, supplemented, replaced
and/or novated from time to time);
CONTROLLING DIRECTIONS has the meaning given to it in the Controlling
Beneficiary Deed;
CONVENTION means the Modified Following Business Day Convention as
defined in the 2000 ISDA Definitions published by the International
Swaps and Derivatives Association;
CORPORATE SERVICES AGREEMENT means in respect of Holdings, Funding 1
and Funding 2, the agreement dated the Programme Date between the
Corporate Services Provider, the Share Trustee, Holdings, Funding 1,
Funding 2, Halifax, the Funding 1 Security Trustee and the Funding 2
Security Trustee and to which Bank of Scotland became party to in
place of Halifax as of the Reorganisation Date for the provision by
the Corporate Services Provider of certain corporate services and
personnel to Funding 2, Funding 1 and Holdings (as the same may be
amended, restated, supplemented, replaced and/or novated from time to
time);
CORPORATE SERVICES AGREEMENTS means, together, the Funding 1 Corporate
Services Agreement, the First Issuer Corporate Services Agreement, the
Second Issuer Corporate Services Agreement, the Third Issuer Corporate
Services Agreement, the Fourth Issuer Corporate Services Agreement,
the Fifth Issuer Corporate Services Agreement, the Sixth Issuer
Corporate Services Agreement, the Seventh Issuer Corporate Services
Agreement, the Eighth Issuer Corporate Services Agreement, the Ninth
Issuer Corporate Services Agreement, the Mortgages Trustee Corporate
Services Agreement, the Corporate Services Agreement and the PECOH
Corporate Services Agreement;
CORPORATE SERVICES PROVIDER means Structured Finance Management
Limited or such other person or persons for the time being acting as
corporate services provider to Funding 1, Funding 2 and Holdings under
the Corporate Services Agreement;
CPR means, on any Normal Calculation Date, the annualised principal
repayment rate of all the Loans comprised in the Trust Property during
the previous Calculation Period calculated as follows:
11
1-((1-R)^(12))
where "R'' equals the result (expressed as a percentage) of the total
Principal Receipts received during the period of one month ending on
that Normal Calculation Date divided by the aggregate Outstanding
Principal Balance of the Loans comprised in the Trust Property as at
the first day of that period;
CURRENT FUNDING 1 SHARE means the amount of Trust Property
beneficially owned by Funding 1 from time to time, as determined in
accordance with Clause 8 of the Mortgages Trust Deed;
CURRENT FUNDING 1 SHARE PERCENTAGE means the percentage share of
Funding 1 in the Trust Property from time to time, as determined in
accordance with Clause 8 of the Mortgages Trust Deed;
CURRENT FUNDING 2 SHARE means the amount of Trust Property
beneficially owned by Funding 2 from time to time, as determined in
accordance with Clause 8 of the Mortgages Trust Deed;
CURRENT FUNDING 2 SHARE PERCENTAGE means the percentage share of
Funding 2 in the Trust Property from time to time, as determined in
accordance with Clause 8 of the Mortgages Trust Deed;
CURRENT SELLER SHARE means the amount of Trust Property beneficially
owned by the Seller from time to time, as determined in accordance
with Clause 8 of the Mortgages Trust Deed;
CURRENT SELLER SHARE PERCENTAGE means the percentage share of the
Seller in the Trust Property from time to time, as determined in
accordance with Clause 8 of the Mortgages Trust Deed;
CURRENT SWAP EXCLUDED TERMINATION AMOUNT means, in relation to an
Issuer Swap Agreement, an amount equal to:
(a) the amount of any termination payment due and payable to the
relevant Issuer Swap Provider as a result of an Issuer Swap
Provider Default or following an Issuer Swap Provider
Downgrade Termination Event;
less
(b) the amount, if any, received by the relevant Issuer from a
replacement swap provider upon entry by that Issuer into an
agreement with such replacement swap provider to replace such
swap agreement which has terminated as a result of an Issuer
Swap Provider Default or following an Issuer Swap Provider
Downgrade Termination Event;
CUSTOMER FILES means the file or files relating to each Loan
containing, inter alia:
(a) all material correspondence relating to that Loan; and
(b) the completed mortgage documentation applicable to the Loan
(other than the Title Deeds) including the Valuation Report
and the Certificate of Title,
whether original documentation, electronic form or otherwise;
D.D. DATE means the date of delivery to the Account Bank or BACS (as
the case may be) of such instructions as may be necessary from time to
time for the debit of a Borrower's account in respect of which there
is a direct debit mandate;
DATA CONTROLLER means the Mortgages Trustee and the Beneficiaries;
12
DATA PROCESSOR means the Servicer;
DATA PROCESSOR AGREEMENT means the agreement entered into by, inter
alios, the Data Controllers and the Data Processor dated 25 November
2003 pursuant to which the Data Controllers appointed the Data
Processor to process data on their respective behalf, as amended and
restated on the Programme Date;
DATA SUBJECT has the meaning given to it in the Act;
DEED OF ACCESSION means, as applicable, the First Deed of Accession,
the Second Deed of Accession, the Third Deed of Accession, the Fourth
Deed of Accession, the Fifth Deed of Accession, the Sixth Deed of
Accession, the Seventh Deed of Accession, the Eighth Deed of Accession
and any New Deed of Accession;
DEED OF ACCESSION AND RELEASE SUPPLEMENTAL TO THE FUNDING 1 DEED OF
CHARGE means the deed so named dated 31 July 2002;
DEED OF CONSENT means a deed whereby a person in or intended to be in
occupation of a Property situated in England and Wales agrees with the
Seller to postpone his or her interest (if any) in the Property so
that it ranks after the interest created by the relevant Mortgage;
DEED OF POSTPONEMENT means a deed or agreement whereby a mortgagee of
or the heritable creditor in relation to a Property agrees with the
Seller to postpone its mortgage or standard security (as applicable)
over the Property so that the sums secured by it will rank for
repayment after the sums secured by the relevant Mortgage;
DEEDSTORE LOAN means a type of Loan product that gives the Borrower
the option to leave a small balance owing on the loan account so that
the relevant Title Deeds can continue to be lodged with the Seller;
DEEMED AAA RATING means the deemed rating of a Term Advance Rating or
a Loan Tranche Rating where the corresponding Notes are rated, on the
Closing Date thereof, A-1+ by S&P, P-1 by Moody's and F1+ by Fitch;
DEFERRED CONSIDERATION means the consideration payable by Funding 1
and Funding 2 to the Seller pursuant to the Mortgage Sale Agreement in
respect of the sale of the Initial Portfolio and any New Portfolio,
which shall be:
(a) (in the case of Funding 1) an amount equal to the amount
remaining after making payment of the items described in (a)
to (s) (inclusive) of the Funding 1 Pre-Enforcement Revenue
Priority of Payments on each Funding 1 Interest Payment Date
and the amount remaining after making payment of the items
described in (a) to (1) (inclusive) of the Funding 1
Post-Enforcement Priority of Payments (as applicable); and
(b) (in the case of Funding 2) an amount equal to the amount
remaining after making payment of the items described in (a)
to (u) (inclusive) of the Funding 2 Pre-Enforcement Revenue
Priority of Payments on each Funding 2 Interest Payment Date
and the amount remaining after making payment of the items
described in (a) to (1) (inclusive) of the Funding 2
Post-Enforcement Priority of Payments (as applicable);
DEFERRED PURCHASE PRICE means that portion of the Purchase Price for
the sale and assignment of the Initial Portfolio or of any New
Portfolio sold and assigned to the Mortgages Trustee which is not paid
to the Seller, in the case of the Initial Portfolio, on the Initial
Closing Date or, in the case of any New Portfolio, on the relevant
Sale Date and which is to be paid by Funding 1 and Funding 2 to the
13
Seller from time to time in accordance with the Funding 1 Deed of
Charge and the Funding 2 Deed of Charge (respectively) and otherwise
in accordance with the Mortgage Sale Agreement;
DELAYED CASHBACK means, in relation to a Loan, the agreement by the
Seller to pay an amount to the relevant Borrower after a specified
period of time following completion of the relevant Loan;
DESIGNATED INTEREST PERIOD has the meaning given to it in Clause 8.4
of the Funding 1 Liquidity Facility Agreement;
DIRECT DEBITING SCHEME means the scheme for the manual or automated
debiting of bank accounts operated in accordance with the detailed
rules of certain members of the Association for Payment Clearing
Services;
DISCLOSURE RULES means in the case of the 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 DATE means the date which is two London Business Days
after each Calculation Date, being the date that the Mortgages Trustee
shall distribute the Mortgages Trust Available Revenue Receipts and
the Mortgages Trust Available Principal Receipts to Funding 1, Funding
2 and the Seller;
DISTRIBUTION PERIOD means the period from, and including, a
Distribution Date to, but excluding, the next following Distribution
Date or, in relation to the first Distribution Period, the period from
and including the relevant Closing Date to, but excluding, the first
Distribution Date;
DOUBLE TAXATION TREATY means any convention between the government of
the United Kingdom and any other government for the avoidance of
double taxation;
DRAWDOWN DATE means, in respect of:
(a) the First Issuer Intercompany Loan, the Initial Closing Date;
(b) the Second Issuer Intercompany Loan, the Second Issuer Closing
Date;
(c) the Third Issuer Intercompany Loan, the Third Issuer Closing
Date;
(d) the Fourth Issuer Intercompany Loan, the Fourth Issuer Closing
Date;
(e) the Fifth Issuer Intercompany Loan, the Fifth Issuer Closing
Date;
(f) the Sixth Issuer Intercompany Loan, the Sixth Issuer Closing
Date;
(g) the Seventh Issuer Intercompany Loan, the Seventh Issuer
Closing Date;
(h) the Eighth Issuer Intercompany Loan, the Eighth Issuer Closing
Date;
(i) the Ninth Issuer Intercompany Loan, the Ninth Issuer Closing
Date;
(j) a Loan Tranche pursuant to the Master Intercompany Loan, the
relevant Master Issuer Closing Date on which the Loan Tranche
is made available thereunder; and
(k) any New Intercompany Loan, the date on which the New Term
Advances thereunder are made;
14
DRAWDOWN NOTICE means, in respect of an Intercompany Loan, a notice
delivered by Funding 1 to the Issuer and the Security Trustee
requesting a drawing under that Intercompany Loan Agreement;
DTC means The Depository Trust Company;
EARLY REPAYMENT FEE means any fee (other than a Redemption Fee) which
a Borrower is required to pay in the event that the Borrower is in
default or his or her Loan becomes repayable for any other mandatory
reason or he or she repays all or any part of the relevant Loan before
a specified date;
EIGHTH DEED OF ACCESSION means the eighth deed of accession to the
Funding 1 Deed of Charge entered into on the Ninth Issuer Closing Date
between Funding 1, the First Issuer, the Second Issuer, the Third
Issuer, the Fourth Issuer, the Fifth Issuer, the Sixth Issuer, the
Seventh Issuer, the Eighth Issuer, the Ninth Issuer, the Corporate
Services Provider, the Account Bank, the Security Trustee, the Seller,
the First Start-up Loan Provider, the Second Start-up Loan Provider,
the Third Start-up Loan Provider, the Fourth Start-up Loan Provider,
the Fifth Start-up Loan Provider, the Sixth Start-up Loan Provider,
the Seventh Start-up Loan Provider, the Eighth Start-up Loan Provider,
the Ninth Start-up Loan Provider, the Cash Manager, the Funding 1 Swap
Provider and the Funding 1 Liquidity Facility Provider as
supplemented, amended and/or restated from time to time;
EIGHTH ISSUER means Permanent Financing (No. 8) PLC (registered number
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 CLOSING DATE means 22 June 2005;
EIGHTH ISSUER INTERCOMPANY LOAN AGREEMENT means the Eighth Issuer
Intercompany Loan Confirmation and the Intercompany Loan Terms and
Conditions together entered into on the Eighth Issuer Closing Date by
the Eighth Issuer, Funding 1 and the Security Trustee (as the same may
be amended, restated, supplemented, replaced and/or novated from time
to time);
EIGHTH ISSUER SECURITY means the security created by the Eighth Issuer
pursuant to the Eighth Issuer Deed of Charge in favour of the Eighth
Issuer Secured Creditors;
EIGHTH START-UP LOAN means the start-up loan that the Eighth Start-up
Loan Provider made available to Funding 1 pursuant to the Eighth
Start-up Loan Agreement;
EIGHTH START-UP LOAN AGREEMENT means the agreement entered into on the
Eighth Issuer Closing Date between Funding 1, the Eighth Start-up Loan
Provider and the Security Trustee relating to the provision of the
Eighth Start-up Loan to Funding 1 (as the same may be amended,
restated, supplemented, replaced and/or novated from time to time);
EIGHTH START-UP LOAN PROVIDER means initially Halifax and as of the
Reorganisation Date, Bank of Scotland, in its capacity as provider of
the Eighth Start-up Loan;
ELECTRONIC NOTIFICATION OF DISCHARGE means an electronic notification
of the discharge of a mortgage or charge, sent to the Land Registry in
lieu of a paper discharge;
ELIGIBLE GENERAL RESERVE FUND PRINCIPAL REPAYMENTS means:
(a) prior to the occurrence of a Trigger Event:
(i) repayments of principal which are then due and payable
in respect of the Original Bullet Term Advances; and
15
(ii) repayments of principal in respect of Original
Scheduled Amortisation Term Advances on their
respective final maturity dates only; and
(b) on or after the occurrence of a Non-Asset Trigger Event but
prior to the occurrence of an Asset Trigger Event, repayments
of principal in respect of Original Bullet Term Advances and
Original Scheduled Amortisation Term Advances on their
respective final maturity dates only,
in each case prior to the service of an Intercompany Loan Acceleration
Notice on Funding 1 and taking into account any allocation of
principal to meet any deficiency in Funding 1 Available Revenue
Receipts;
ELIGIBLE LIQUIDITY FACILITY PRINCIPAL REPAYMENTS means:
(a) prior to the occurrence of a Trigger Event:
(i) repayments of principal which are then due and payable
in respect of the Original Bullet Term Advances; and
(ii) repayments of principal in respect of Original
Scheduled Amortisation Term Advances on their
respective Final Repayment Dates only; and
(b) on or after the occurrence of a Non-Asset Trigger Event but
prior to the occurrence of an Asset Trigger Event, repayments
of principal in respect of Original Bullet Term Advances and
Original Scheduled Amortisation Term Advances on their
respective Final Repayment Dates only,
in each case prior to the service of an Intercompany Loan Acceleration
Notice on Funding 1 and taking into account any allocation of
principal to meet any deficiency in Funding 1 Available Revenue
Receipts.
Following the occurrence of an Asset Trigger Event, the Funding 1
Liquidity Facility will not be available to repay principal in respect
of Original Bullet Term Advances or Original Scheduled Term Advances;
ELIGIBLE LIQUIDITY RESERVE FUND PRINCIPAL REPAYMENTS means:
(a) prior to the occurrence of a Trigger Event:
(i) repayments of principal which are then due and payable
in respect of the Original Bullet Term Advances; and
(ii) repayments of principal in respect of Original
Scheduled Amortisation Term Advances on their
respective Final Repayment Dates only; and
(b) on or after the occurrence of a Non-Asset Trigger Event but
prior to the occurrence of an Asset Trigger Event, repayments
of principal in respect of Original Bullet Term Advances and
Original Scheduled Amortisation Term Advances on their
respective Final Repayment Dates,
in each case prior to the service of an Intercompany Loan Acceleration
Notice on Funding 1 and taking into account any allocation of
principal to meet any deficiency in Funding 1 Available Revenue
Receipts;
16
ENCUMBRANCE has the same meaning as SECURITY INTEREST;
ENFORCEMENT PROCEDURES means the procedures for the enforcement of
Mortgages undertaken by the Servicer from time to time in accordance
with the Seller's Policy;
ENGLISH LOAN means a Loan secured by an English Mortgage;
ENGLISH MORTGAGE means a Mortgage over a property in England or Wales;
EUROCLEAR means Euroclear Bank S.A./N.V., as operator of the Euroclear
System, and any successor to such business;
EXCHANGE ACT means the United States Securities Exchange Act of 1934,
as amended;
EXHIBIT means the exhibit to the Original Mortgage Sale Agreement
which sets out details of the Provisional Portfolio and the Standard
Documentation;
EXTENSION REQUEST has the meaning given in clause 2.3(a) of the
Funding 1 Liquidity Facility Agreement;
EXTRAORDINARY RESOLUTION has the meaning in respect of Notes as
defined in the relevant Trust Deed;
FACILITY OFFICE means the office through which the Funding 1 Liquidity
Facility Provider will perform all or any of its obligations under the
Funding 1 Liquidity Facility Agreement;
FIFTH DEED OF ACCESSION means the fifth deed of accession to the
Funding 1 Deed of Charge entered into on the Sixth Issuer Closing Date
between Funding 1, the First Issuer, the Second Issuer, the Third
Issuer, the Fourth Issuer, the Fifth Issuer, the Sixth Issuer, the
Corporate Services Provider, the Account Bank, the Security Trustee,
the Seller, the First Start-up Loan Provider, the Second Start-up Loan
Provider, the Third Start-up Loan Provider, the Fourth Start-up Loan
Provider, the Fifth Start-up Loan Provider, the Sixth Start-up Loan
Provider, the Cash Manager, the Funding 1 Swap Provider and the
Funding 1 Liquidity Facility Provider as amended, restated,
supplemented, replaced and/or novated from time to time;
FIFTH ISSUER means Permanent Financing (No. 5) PLC (registered number
5114399), 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;
FIFTH ISSUER CLOSING DATE means 22 July 2004;
FIFTH ISSUER INTERCOMPANY LOAN AGREEMENT means the Fifth Issuer
Intercompany Loan Confirmation and the Intercompany Loan Terms and
Conditions together entered into on the Fifth Issuer Closing Date by
the Fifth Issuer, Funding 1 and the Security Trustee (as the same may
be amended, restated, supplemented, replaced and/or novated from time
to time);
FIFTH ISSUER SECURITY means the security created by the Fifth Issuer
pursuant to the Fifth Issuer Deed of Charge in favour of the Fifth
Issuer Secured Creditors;
FIFTH START-UP LOAN means the start-up loan that the Fifth Start-up
Loan Provider made available to Funding 1 pursuant to the Fifth
Start-up Loan Agreement;
FIFTH START-UP LOAN AGREEMENT means the agreement entered into on the
Fifth Issuer Closing Date between Funding 1, the Fifth Start-up Loan
Provider and the Security Trustee relating to the
17
provision of the Fifth Start-up Loan to Funding 1 (as the same may be
amended, restated, supplemented, replaced and/or novated from time to
time);
FIFTH START-UP LOAN PROVIDER means initially Halifax and as of the
Reorganisation Date, Bank of Scotland, in its capacity as provider of
the Fifth Start-up Loan;
FINAL MATURITY DATE means the interest payment date falling in the
month indicated for such class in the applicable Final Terms;
FINAL REPAYMENT DATE means the final repayment date of each Term
Advance or Loan Tranche, as specified in the relevant Issuer Master
Definitions and Construction Schedule;
FINANCIAL YEAR means the 12-month period ending on the last day of the
calendar year;
FIRST DEED OF ACCESSION means the first deed of accession to the
Funding 1 Deed of Charge entered into on the Second Issuer Closing
Date between Funding 1, the First Issuer, the Second Issuer, the
Corporate Services Provider, the Account Bank, the Security Trustee,
the Seller, the First Start-up Loan Provider, the Second Start-up Loan
Provider, the Cash Manager, the Funding 1 Swap Provider and the
Funding 1 Liquidity Facility Provider as amended, restated,
supplemented, replaced and/or novated from time to time;
FIRST DEED OF AMENDMENT TO THE INTERCOMPANY LOAN TERMS AND CONDITIONS
means the first deed of amendment to the Intercompany Loan Terms and
Conditions entered into on the Third Issuer Closing Date between
Funding 1, the First Issuer, the Second Issuer, the Security Trustee
and the Agent Bank;
FIRST ISSUER means Permanent Financing (No. 1) PLC (registered number
4416192), 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;
FIRST ISSUER CLOSING DATE or INITIAL CLOSING DATE means 14 June 2002;
FIRST ISSUER INTERCOMPANY LOAN AGREEMENT means the First Issuer
Intercompany Loan Confirmation and the Intercompany Loan Terms and
Conditions together entered into on the Initial Closing Date by the
First Issuer, Funding 1 and the Security Trustee (as the same may be
amended, restated, supplemented, replaced and/or novated from time to
time);
FIRST ISSUER MASTER DEFINITIONS SCHEDULE means, in respect of the
First Issuer, the master definitions schedule signed for the purposes
of identification by Sidley Austin LLP and Allen & Overy LLP on the
Initial Closing Date (as amended, varied or supplemented from time to
time);
FIRST ISSUER NOTES has the meaning given to such term in the First
Issuer Master Definitions Schedule;
FIRST ISSUER SECURITY means the security created by the First Issuer
pursuant to the First Issuer Deed of Charge in favour of the First
Issuer Secured Creditors;
FIRST START-UP LOAN means the start-up loan that the First Start-up
Loan Provider made available to Funding 1 pursuant to the First
Start-up Loan Agreement;
FIRST START-UP LOAN AGREEMENT means the agreement entered into on the
Initial Closing Date between Funding 1, the First Start-up Loan
Provider and the Security Trustee relating to the provision of the
First Start-up Loan to Funding 1 (as the same may be amended,
restated, supplemented, replaced and/or novated from time to time);
18
FIRST START-UP LOAN PROVIDER means initially Halifax and as of the
Reorganisation Date, Bank of Scotland, in its capacity as provider of
the First Start-up Loan;
FITCH means Fitch Ratings Limited and includes any successor to its
ratings business;
FIXED RATE LOANS means those Loans to the extent that and for such
period that their Mortgage Terms provide that the interest rate does
not vary and is fixed by the Seller;
FLEXIBLE DRAW CAPACITY means an amount equal to the excess of (a) the
maximum amount that Borrowers may draw under Flexible Loans included
in the Trust Property (whether or not drawn) over (b) the aggregate
principal balance of actual Flexible Loan advances in the Trust
Property on the relevant Calculation Date;
FLEXIBLE LOAN means a type of Loan product that typically incorporates
features that give the Borrower options to, among other things, make
further drawings on the loan account and/or to overpay or underpay
interest and principal in a given month;
FLEXIBLE LOAN CONDITIONS means Mortgage Conditions applicable to any
Flexible Loan;
FLEXIBLE LOAN DRAWING means any further drawing of monies made by a
Borrower under a Flexible Loan other than the Initial Advance;
FOURTH DEED OF ACCESSION means the fourth deed of accession to the
Funding 1 Deed of Charge entered into on the Fifth Issuer Closing Date
between Funding 1, the First Issuer, the Second Issuer, the Third
Issuer, the Fourth Issuer, the Fifth Issuer, the Corporate Services
Provider, the Account Bank, the Security Trustee, the Seller, the
First Start-up Loan Provider, the Second Start-up Loan Provider, the
Third Start-up Loan Provider, the Fourth Start-up Loan Provider, the
Fifth Start-up Loan Provider, the Cash Manager, the Funding 1 Swap
Provider and the Funding 1 Liquidity Facility Provider as amended,
restated, supplemented, replaced and/or novated from time to time;
FOURTH ISSUER means Permanent Financing (No. 4) PLC (registered number
4988201), 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;
FOURTH ISSUER CLOSING DATE means 12 March 2004;
FOURTH ISSUER INTERCOMPANY LOAN AGREEMENT means the Fourth Issuer
Intercompany Loan Confirmation and the Intercompany Loan Terms and
Conditions together entered into on the Fourth Issuer Closing Date by
the Fourth Issuer, Funding 1 and the Security Trustee (as the same may
be amended, restated, supplemented, replaced and/or novated from time
to time);
FOURTH ISSUER SECURITY means the security created by the Fourth Issuer
pursuant to the Fourth Issuer Deed of Charge in favour of the Fourth
Issuer Secured Creditors;
FOURTH START-UP LOAN means the start-up loan that the Fourth Start-up
Loan Provider made available to Funding 1 pursuant to the Fourth
Start-up Loan Agreement;
FOURTH START-UP LOAN AGREEMENT means the agreement entered into on the
Fourth Issuer Closing Date between Funding 1, the Fourth Start-up Loan
Provider and the Security Trustee relating to the provision of the
Fourth Start-up Loan to Funding 1 (as the same may be amended,
restated, supplemented, replaced and/or novated from time to time);
FOURTH START-UP LOAN PROVIDER means initially Halifax and as of the
Reorganisation Date, Bank of Scotland, in its capacity as provider of
the Fourth Start-up Loan;
19
FSA means the UK Financial Services Authority;
FSMA 2000 or FSMA means the Financial Services and Markets Act 2000
(as amended from time to time);
FUNDING BENEFICIARY CONTROLLING DIRECTION has the meaning given in the
Controlling Beneficiary Deed;
FUNDING BENEFICIARIES means Funding 1 and Funding 2;
FUNDING SECURITY TRUSTEE CONTROLLING DIRECTIONS has the meaning given
in the Controlling Beneficiary Deed;
FUNDING SECURITY TRUSTEES means the Funding 1 Security Trustee and the
Funding 2 Security Trustee;
FUNDING 1 means Permanent Funding (No. 1) Limited (registered number
4267660), a limited company incorporated under the laws of England and
Wales, whose registered office is at 35 Great St. Helen's, London EC3A
6AP;
FUNDING 1 AGREEMENTS or FUNDING 1 TRANSACTION DOCUMENTS means each of
the Transaction Documents to which Funding 1 is a party (as the same
may be amended, varied and/or supplemented from time to time)
including (but not limited to) the Master Definitions and Construction
Schedule, the Servicing Agreement, the Mortgages Trust Deed, the
Controlling beneficiary Deed, the Funding 1 Deed of Charge (including,
for the avoidance of doubt the Second Supplemental Funding 1 Deed of
Charge), the Funding 1 Swap Agreement, the Funding 1 Corporate
Services Agreement, the Funding 1 Liquidity Facility Agreement, each
Intercompany Loan Agreement, the First Deed of Amendment to the
Intercompany Loan Terms and Conditions, the Cash Management Agreement,
the Bank Account Agreement, the Funding 1 Guaranteed Investment
Contract, each Start-up Loan Agreement, the Mortgage Sale Agreement,
each Scottish Declaration of Trust, the Seller Power of Attorney, the
Insurance Acknowledgements, the Insurance Endorsements and all other
agreements referred to therein or otherwise referred to as "Funding 1
Agreements" in each Accession Undertaking entered into by, inter
alios, Funding 1 and the Security Trustee, from time to time;
FUNDING 1 AVAILABLE PRINCIPAL RECEIPTS means on the day falling four
Business Days prior to each Funding 1 Interest Payment Date, an amount
equal to the aggregate of:
(a) all Funding 1 Principal Receipts received by Funding 1 during
the Interest Period ending on the relevant Funding 1 Interest
Payment Date;
(b) all other Funding 1 Principal Receipts standing to the credit
of the Cash Accumulation Ledger which are to be applied on the
next Funding 1 Interest Payment Date to repay a Bullet Term
Advance and/or, subject to Rule 1 as set out in paragraph
2.2(a) of Part 2 of Schedule 3 to the Funding 1 Deed of
Charge, a Scheduled Amortisation Instalment, or to make a
payment under items (a), (b) or (c) of the Funding 1
Pre-Enforcement Principal Priority of Payments and, if such
Funding 1 Interest Payment Date occurs on or after a Trigger
Event, the remainder of such receipts standing to the credit
of the Cash Accumulation Ledger;
(c) the amounts (if any) to be credited to the Principal
Deficiency Ledger pursuant to paragraphs (g), (i), (k) and (m)
in the Funding 1 Pre-Enforcement Revenue Priority of Payments
on the relevant Funding 1 Interest Payment Date;
20
(d) in so far as available for and needed to make Eligible
Liquidity Facility Principal Repayments, any amounts available
to be drawn under the Funding 1 Liquidity Facility (but less
any amounts applied or to be applied on the relevant date in
payment of interest and other revenue expenses as set out in
paragraphs (a) to (f) inclusive, (h), (j) and (l) of the
Funding 1 Pre-Enforcement Revenue Priority of Payments plus
any amounts which will be repaid to the Funding 1 Liquidity
Facility Provider under item (a) of the relevant priority of
payments (relating to the allocation of Funding 1 Available
Principal Receipts) on the next Funding 1 Interest Payment
Date (i.e. occurring at the end of such period of four
Business Days) to the extent that such repayment is available
to be redrawn on that Funding 1 Interest Payment Date);
(e) in so far as available for and needed to make Eligible General
Reserve Fund Principal Repayments, the amount that would then
be standing to the credit of the General Reserve Ledger (but
less any amounts applied or to be applied on the relevant date
in payment of interest and other revenue expenses as set out
in paragraphs (a) to (n) (inclusive) of the Funding 1
Pre-Enforcement Revenue Priority of Payments) plus any amounts
which will be credited to the General Reserve Ledger under
item (b) of the relevant priority of payments (relating to the
allocation of Funding 1 Available Principal Receipts) on the
next Funding 1 Interest Payment Date (i.e. occurring at the
end of such period of four Business Days);
(f) in so far as available for and needed to make Eligible
Liquidity Reserve Fund Principal Repayments, the amount that
would then be standing to the credit of the Liquidity Reserve
Ledger (but less any amounts applied or to be applied on the
relevant date in payment of interest and other revenue
expenses as set out in paragraphs (a) to (f) (inclusive), (h),
(j) and (l) of the Funding 1 Pre-Enforcement Revenue Priority
of Payments plus) any amounts which will be credited to the
Liquidity Reserve Ledger under item (c) of the relevant
priority of payments (relating to the allocation of Funding 1
Available Principal Receipts) on the next Funding 1 Interest
Payment Date (i.e. occurring at the end of such period of four
Business Days);
less
(g) the amounts to be applied on the relevant Funding 1 Interest
Payment Date to pay the items in paragraphs (a) to (f)
(inclusive), (h), (j) and (l) of the Funding 1 Pre-Enforcement
Revenue Priority of Payments;
FUNDING 1 AVAILABLE REVENUE RECEIPTS means, for each Funding 1
Interest Payment Date, an amount calculated by the Cash Manager on the
day falling four Business Days prior to such Funding 1 Interest
Payment Date, and equal to the aggregate of:
(a) all Mortgages Trust Available Revenue Receipts distributed or
to be distributed to Funding 1 during the then current
Interest Period;
(b) any amounts paid or to be paid by the Seller to Funding 1
during the then current Interest Period in consideration of
the Seller acquiring a further interest in the Trust Property;
(c) other net income of Funding 1 including all amounts of
interest received on the Funding 1 GIC Account, the Funding 1
Transaction Account and/or Authorised Investments and amounts
received by Funding 1 under the Funding 1 Swap Agreement
(other than any early termination amount received by Funding 1
under the Funding 1 Swap Agreement), in each case to be
received during the then current Interest Period;
(d) the amounts then standing to the credit of the General Reserve
Ledger;
21
(e) if a Liquidity Reserve Fund Rating Event has occurred and is
continuing, and there are no amounts standing to the credit of
the General Reserve Ledger, the amounts then standing to the
credit of the Liquidity Reserve Ledger and available to be
drawn, to the extent necessary to pay the items in paragraphs
(a) to (f) (inclusive), (h), (j) and (l) of the Funding 1
Pre-Enforcement Revenue Priority of Payments;
(f) if a Liquidity Reserve Fund Rating Event has occurred but is
no longer continuing due to an increase in the Seller's Rating
since the preceding Funding 1 Interest Payment Date, and
Funding 1 elects to terminate the Liquidity Reserve Fund, all
amounts standing to the credit of the Liquidity Reserve
Ledger; and
(g) any amounts standing to the credit of the Liquidity Reserve
Ledger in excess of the Liquidity Reserve Fund Required Amount
as a result of a reduction in the Liquidity Reserve Fund
Required Amount,
and, for the avoidance of doubt, Funding 1 Available Revenue Receipts
does not include:
(h) any payment made by the Seller to Funding 1 during the then
current Interest Period of the amount outstanding under an
Intercompany Loan; and
(i) the proceeds of any New Intercompany Loan received by Funding
1 during the then current Interest Period;
FUNDING 1 AUTHORISED INVESTMENTS means the Authorised Investments
applicable to Funding 1;
FUNDING 1 BANK ACCOUNTS means the Funding 1 GIC Account, the Funding 1
Transaction Account, the Funding 1 Liquidity Facility Stand-by Account
and any additional or replacement bank accounts held in the name of
Funding 1 from time to time with the prior written consent of the
Security Trustee;
FUNDING 1 CASH ACCUMULATION LEDGER means the ledger in respect of
Funding 1 established and maintained by the Cash Manager pursuant to
Clause 4.3(a) of the Cash Management Agreement;
FUNDING 1 CASH ACCUMULATION LEDGER AMOUNT means, at any time, the
amount standing to the credit of the Funding 1 Cash Accumulation
Ledger at that time (immediately prior to any drawing to be applied on
that Interest Payment Date and prior to any payment under item (h) of
the Funding 1 Pre-Enforcement Principal Priority of Payments;
FUNDING 1 CHARGED PROPERTY means the property charged by Funding 1
pursuant to the Funding 1 Deed of Charge and includes, for the
avoidance of doubt, the property charged by Funding 1 pursuant to the
Second Supplemental Funding 1 Deed of Charge;
FUNDING 1 CORPORATE SERVICES AGREEMENT means in respect of Holdings
and Funding 1, the agreement dated the Initial Closing Date between
the Corporate Services Provider, the Share Trustee, Holdings, Funding
1, Halifax and the Funding 1 Security Trustee for the provision by the
Corporate Services Provider of certain corporate services and
personnel to Funding 1 and Holdings, as amended and restated on the
Programme Date by the Corporate Services Agreement (as the same may be
amended, restated, supplemented, replaced and/or novated from time to
time);
FUNDING 1 CORPORATE SERVICES FEE LETTER means the letter dated the
date of the Funding 1 Corporate Services Agreement, as supplemented on
the Eighth Issuer Closing Date, between, inter alios, Funding 1,
PECOH, Holdings, PECOH Holdings, the Security Trustee, the Funding 1
Corporate Services Provider and the PECOH Corporate Services Provider,
setting out the amount of
22
fees payable to the Funding 1 Corporate Services Provider and the
PECOH Corporate Services Provider by Funding 1;
FUNDING 1 CORPORATE SERVICES PROVIDER means Structured Finance
Management Limited or such other person or persons for the time being
acting as corporate services provider to Funding 1, Holdings and PECOH
under the Funding 1 Corporate Services Agreement;
FUNDING 1 DEED OF CHARGE means the deed of charge entered into on the
Initial Closing Date between Funding 1, the First Issuer, the
Corporate Services Provider, the Account Bank, the Security Trustee,
the Seller, the First Start-up Loan Provider, the Cash Manager, the
Funding 1 Swap Provider and the Funding 1 Liquidity Facility Provider,
as supplemented and amended by the Deed of Accession and Release
Supplemental to the Funding 1 Deed of Charge, the Second Supplemental
Funding 1 Deed of Charge and as supplemented and amended by the First
Deed of Accession, the Second Deed of Accession, the Third Deed of
Accession, the Fourth Deed of Accession, the Fifth Deed of Accession,
the Sixth Deed of Accession, the Seventh Deed of Accession, the Eighth
Deed of Accession and as supplemented by the Third Supplemental
Funding 1 Deed of Charge, and as the same may be further supplemented,
amended and/or restated or varied from time to time;
FUNDING 1 FINAL DEFERRED CONTRIBUTION has the meaning given to it in
Clause 4.2 of the Mortgages Trust Deed;
FUNDING 1 GENERAL RESERVE FUND means the fund established from the
proceeds of the First Start-up Loan, the Second Start-up Loan, the
Third Start-up Loan, the Fourth Start-up Loan, the Fifth Start-up
Loan, the Seventh Start-up Loan, the Eighth Start-up Loan, the Ninth
Start-up Loan and any New Start-up Loan with respect a Funding 1
Issuer which may be used by Funding 1 to meet any deficit in Revenue
Receipts or Principal Receipts;
FUNDING 1 GENERAL RESERVE LEDGER means the ledger established and
maintained by the Cash Manager in respect of Funding 1 pursuant to
Clause 4.3(b) of the Cash Management Agreement;
FUNDING 1 GENERAL RESERVE FUND REQUIRED AMOUNT means an amount equal
to [POUND]445,000,000 or such lesser amount to which the Funding 1
Liquidity Facility Provider, the Funding 1 Swap Provider and each of
the Issuer Swap Providers consent to and as the Rating Agencies have
confirmed will not cause the ratings of the Notes of any Funding 1
Issuer to be reduced, withdrawn or qualified;
FUNDING 1 GENERAL RESERVE FUND THRESHOLD means the lesser of:
(a) the General Reserve Fund Required Amount, and
(b) the highest amount which the Adjusted Reserve Fund Level has
been since the first Interest Payment Date upon which interest
is due and payable in respect of Term Advances made upon the
Closing Date relating to the then most recent issue of Issuer
Notes;
FUNDING 1 GIC ACCOUNT means the account in the name of Funding 1 and
the Security Trustee (sort code 12-24-55, account number 00998203)
held at the Account Bank and maintained subject to the terms of the
Funding 1 Guaranteed Investment Contract, the Bank Account Agreement
and the Funding 1 Deed of Charge, or such additional or replacement
bank account as may for the time being be in place with the prior
consent of the Security Trustee and the Rating Agencies;
FUNDING 1 GIC ACCOUNT AGREEMENT has the same meaning as FUNDING 1
GUARANTEED INVESTMENT CONTRACT;
FUNDING 1 GIC ACCOUNT MANDATE means the bank account mandate between
Funding 1 and the Account Bank relating to the operation of the
Funding 1 GIC Account;
23
FUNDING 1 GIC BALANCE means, on any day during an Interest Period, the
amount standing to the credit of the Funding 1 GIC Account as at the
opening of business on such day;
FUNDING 1 GIC PROVIDER means Bank of Scotland acting pursuant to the
Funding 1 Guaranteed Investment Contract and/or such other person for
the time being acting as provider of a guaranteed investment contract
to Funding 1;
FUNDING 1 GIC RATE means the rate of interest accruing on the balance
standing to the credit of the Funding 1 GIC Account equal to a rate of
three month LIBOR less 0.25% per annum;
FUNDING 1 GUARANTEED INVESTMENT CONTRACT or FUNDING 1 GIC ACCOUNT
AGREEMENT means the guaranteed investment contract entered into on the
Initial Closing Date between Funding 1, the Funding 1 GIC Provider,
the Cash Manager and the Security Trustee in relation to interest to
be earned on the Funding 1 GIC Balance (as the same may be amended,
restated, supplemented, replaced and/or novated from time to time);
FUNDING 1 INCOME DEFICIT means the amount of the shortfall between
Funding 1 Available Revenue Receipts and the amounts required to pay
the items in paragraph (a) to (f) (inclusive), (h), (j), and (i) of
the Funding 1 Pre-Enforcement Revenue Priority of Payments;
FUNDING 1 INTERCOMPANY LOAN means the loan made available pursuant to
a Funding 1 Intercompany Loan Agreement;
FUNDING 1 INTERCOMPANY LOAN AGREEMENTS means the First Issuer
Intercompany Loan Agreement, the Second Issuer Intercompany Loan
Agreement, the Third Issuer Intercompany Loan Agreement, the Fourth
Issuer Intercompany Loan Agreement, the Fifth Issuer Intercompany Loan
Agreement, the Sixth Issuer Intercompany Loan Agreement, the Seventh
Issuer Intercompany Loan Agreement, the Eighth Issuer Intercompany
Loan Agreement, the Ninth Issuer Intercompany Loan Agreement and any
New Intercompany Loan Agreement to which Funding 1 is party as
Borrower;
FUNDING 1 INTERCOMPANY LOAN LEDGER means the ledger on which the Cash
Manager will record payments of interest and repayments of principal
made under any Funding 1 Intercompany Loan;
FUNDING 1 INTEREST PAYMENT DATE means 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);
FUNDING 1 INTEREST RATE SHORTFALL has the meaning given to it in
Clause 4.3 of the Servicing Agreement;
FUNDING 1 ISSUER DEEDS OF CHARGE means the First Issuer Deed of
Charge, the Second Issuer Deed of Charge, the Third Issuer Deed of
Charge, the Fourth Issuer Deed of Charge, the Fifth Issuer Deed of
Charge, the Sixth Issuer Deed of Charge, the Seventh Issuer Deed of
Charge, the Eighth Issuer Deed of Charge and the Ninth Issuer Deed of
Charge;
FUNDING 1 ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE means,
as the context so requires, the First Issuer Master Definitions and
Construction Schedule dated the Initial Closing Date, the Second
Issuer Master Definitions and Construction Schedule dated the Second
Issuer Closing Date, the Third Issuer Master Definitions and
Construction Schedule dated the Third Issuer Closing Date, the Fourth
Issuer Master Definitions and Construction Schedule dated the Fourth
Issuer Closing Date, the Fifth Issuer Master Definitions and
Construction Schedule dated the Fifth Issuer Closing Date, the Sixth
Issuer Master Definitions and Construction Schedule dated the Sixth
Issuer Closing Date, the Seventh Issuer Master Definitions and
Construction Schedule dated the Seventh Issuer Closing Date, the
Eighth Issuer Master Definitions and Construction Schedule dated the
Eighth Issuer Closing Date, the Ninth Issuer Master Definitions and
Construction Schedule dated
24
the Ninth Issuer Closing Date, each signed for the purposes of
identification by Allen & Overy LLP and Sidley Austin LLP, and/or each
other master definitions and construction schedule which relates to a
New Issuer;
FUNDING 1 ISSUER NOTES means the First Issuer Notes, the Second Issuer
Notes, the Third Issuer Notes, the Fourth Issuer Notes, the Fifth
Issuer Notes, the Sixth Issuer Notes, the Seventh Issuer Notes, the
Eighth Issuer Notes, the Ninth Issuer Notes and/or any New Notes
issued by any New Issuer the proceeds of which are on-lent to Funding
1 pursuant to a Funding 1 Intercompany Loan Agreement;
FUNDING 1 ISSUERS means the First Issuer, the Second Issuer, the Third
Issuer, the Fourth Issuer, the Fifth Issuer, the Sixth Issuer, the
Seventh Issuer, the Eighth Issuer, the Ninth Issuer and any New Issuer
relating to Funding 1;
FUNDING 1 ISSUERS SECURED OBLIGATIONS means the First Issuer Secured
Obligation, the Second Issuer Secured Obligation, the Third Issuer
Secured Obligation, the Fourth Issuer Secured Obligation, the Fifth
Issuer Secured Obligation, the Sixth Issuer Secured Obligation, the
Seventh Issuer Secured Obligation, the Eighth Issuer Secured
Obligation and the Ninth Issuer Secured Obligation;
FUNDING 1 LEDGERS means the Funding 1 Principal Ledger, the Funding 1
Revenue Ledger, the Funding 1 General Reserve Ledger, the Funding 1
Liquidity Reserve Ledger, the Funding 1 Principal Deficiency Ledger,
the Funding 1 Intercompany Loan Ledger, the Funding 1 Cash
Accumulation Ledger and the Funding 1 Liquidity Facility Ledger;
FUNDING 1 LIQUIDITY DOCUMENTS means the Funding 1 Liquidity Facility
Agreement, a Novation Certificate or any other document designated as
such by the Funding 1 Liquidity Facility Provider and Funding 1;
FUNDING 1 LIQUIDITY DRAWING means any draw on the Funding 1 Liquidity
Facility;
FUNDING 1 LIQUIDITY FACILITY means the sterling advances facility made
in respect of certain of the payment obligations of Funding 1 arising
out of the First Issuer Intercompany Loan Agreement and/or the Second
Issuer Intercompany Loan Agreement and/or the Third Issuer
Intercompany Loan Agreement and/or the Fourth Issuer Intercompany Loan
Agreement and/or the Fifth Issuer Intercompany Loan Agreement and/or
the Sixth Issuer Intercompany Loan Agreement and/or the Seventh Issuer
Intercompany Loan Agreement and/or the Eighth Issuer Intercompany Loan
Agreement and/or the Ninth Issuer Intercompany Loan Agreement made
available by the Funding 1 Liquidity Facility Provider to Funding 1
under the Funding 1 Liquidity Facility Agreement and drawable by way
of Funding 1 Liquidity Facility Drawings and/or Funding 1 Liquidity
Facility Stand-by Drawings;
FUNDING 1 LIQUIDITY FACILITY AGREEMENT means the liquidity facility
agreement made on the Initial Closing Date as amended and restated on
the Second Issuer Closing Date, the Third Issuer Closing Date, the
Fourth Issuer Closing Date, the Fifth Issuer Closing Date, the Sixth
Issuer Closing Date, the Seventh Issuer Closing Date, the Eighth
Issuer Closing Date and as further amended and restated on the Ninth
Issuer Closing Date and from time to time between Funding 1, the
Funding 1 Liquidity Facility Provider, the Cash Manager and the
Security Trustee pursuant to which the Funding 1 Liquidity Facility
Provider agreed to provide Funding 1, from time to time during the
Funding 1 Liquidity Facility Commitment Period, with advances for the
purposes specified therein, subject to and in accordance with the
terms thereof (as the same may be further amended, restated,
supplemented, replaced and/or novated from time to time);
25
FUNDING 1 LIQUIDITY FACILITY COMMITMENT means, as at the Ninth Issuer
Closing Date, the amount of [POUND]150,000,000, or such other amount
as may be determined in accordance with clause 2.2 (Facility Limits)
and/or Clause 7.2 (Voluntary cancellation) of the Funding 1 Liquidity
Facility Agreement from time to time;
FUNDING 1 LIQUIDITY FACILITY COMMITMENT PERIOD means, subject to
Clause 2.3 of the Funding 1 Liquidity Facility Agreement, the period
from and including the Initial Closing Date up to and excluding the
Funding 1 Liquidity Facility Commitment Termination Date;
FUNDING 1 LIQUIDITY FACILITY COMMITMENT TERMINATION DATE means,
subject to being extended in accordance with Clause 2.3 of the Funding
1 Liquidity Facility Agreement, the date falling 364 days after the
Initial Closing Date or, if such date is not a Business Day, the
preceding Business Day or, if earlier, the date on which the Funding 1
Liquidity Facility Commitment is reduced to zero pursuant to the
provisions of the Funding 1 Liquidity Facility Agreement;
FUNDING 1 LIQUIDITY FACILITY DEFAULT means an event specified as such
in clause 16.1 of the Funding 1 Liquidity Facility Agreement;
FUNDING 1 LIQUIDITY FACILITY DOWNGRADE EVENT means the downgrade on
any day of the Funding 1 Liquidity Facility Provider's short-term,
unsecured, unguaranteed and unsubordinated debt obligations to below
the Requisite Ratings;
FUNDING 1 LIQUIDITY FACILITY DRAWDOWN DATE means the date of the
advance of a Funding 1 Liquidity Facility Drawing or a Funding 1
Liquidity Facility Stand-by Drawing which date shall be a Funding 1
Interest Payment Date;
FUNDING 1 LIQUIDITY FACILITY DRAWDOWN NOTICE means a notice
substantially in the form set out in Schedule 3 to the Funding 1
Liquidity Facility Agreement;
FUNDING 1 LIQUIDITY FACILITY DRAWING means a drawing made under clause
5.1 or clause 5.2(e) of the Funding 1 Liquidity Facility Agreement;
FUNDING 1 LIQUIDITY FACILITY EXTENSION REFUSAL means the refusal by
the Funding 1 Liquidity Facility Provider, to grant an extension of
the Funding 1 Liquidity Facility Commitment Period, in accordance with
Clause 2.3 of the Funding 1 Liquidity Facility Agreement;
FUNDING 1 LIQUIDITY FACILITY INTEREST PERIOD means, with respect to a
Funding 1 Liquidity Facility Loan, each successive period beginning on
(and including) a Funding 1 Interest Payment Date and ending on (but
excluding) the next following Funding 1 Interest Payment Date except
that the first Funding 1 Liquidity Facility Interest Period shall
start on the Funding 1 Liquidity Facility Drawdown Date for that
Funding 1 Liquidity Facility Loan and end on the day before the next
following Funding 1 Interest Payment Date;
FUNDING 1 LIQUIDITY FACILITY LEDGER means a ledger to be maintained by
the Cash Manager pursuant to Clause 4.3 of the Cash Management
Agreement;
FUNDING 1 LIQUIDITY FACILITY LOAN means a loan made under the Funding
1 Liquidity Facility which is made as a result of a Funding 1
Liquidity Facility Drawing;
FUNDING 1 LIQUIDITY FACILITY MARGIN means nought point 5% (0.50%) per
annum;
FUNDING 1 LIQUIDITY FACILITY PROVIDER means JPMorgan Chase Bank, N.A.
acting through its office at 125 London Wall, London EC2Y 5AJ and/or
such other bank or banks with at least the
26
Requisite Ratings which agrees to provide a liquidity facility to
Funding 1 on substantially similar terms to the Funding 1 Liquidity
Facility Agreement;
FUNDING 1 LIQUIDITY FACILITY REQUEST means a request substantially in
the form set out in Schedule 3 to the Funding 1 Liquidity Facility
Agreement made by Funding 1 for a Funding 1 Liquidity Facility Drawing
or a Funding 1 Liquidity Facility Stand-by Drawing pursuant to a
Funding 1 Liquidity Drawdown Notice;
FUNDING 1 LIQUIDITY FACILITY REPAYMENTS means any repayments made
under the Funding 1 Liquidity Facility;
FUNDING 1 LIQUIDITY FACILITY STAND-BY ACCOUNT means an account to be
held in the name of Funding 1 with the Funding 1 Liquidity Facility
Provider or, if the Funding 1 Liquidity Facility Provider ceases to
have the Requisite Ratings, the Account Bank or, if the Account Bank
ceases to have the Requisite Ratings, a bank which has the Requisite
Ratings;
FUNDING 1 LIQUIDITY FACILITY STAND-BY DEPOSIT means the amount
standing to the credit of the Funding 1 Liquidity Facility Stand-by
Account from time to time together with interest on such deposit;
FUNDING 1 LIQUIDITY FACILITY STAND-BY DRAWING means a drawing made
under clause 5.2(b) of the Funding 1 Liquidity Facility Agreement;
FUNDING 1 LIQUIDITY FACILITY STAND-BY LOAN means a loan made under the
Funding 1 Liquidity Facility which is made as a result of a Funding 1
Liquidity Facility Stand-by Drawing;
FUNDING 1 LIQUIDITY PRINCIPAL SHORTFALL means, subject to clause
4.2(b) of the Funding 1 Liquidity Facility Agreement (and in respect
of the First Issuer Intercompany Loan, the Second Issuer Intercompany
Loan, the Third Issuer Intercompany Loan, the Fourth Issuer
Intercompany Loan, the Fifth Issuer Intercompany Loan, the Sixth
Issuer Intercompany Loan, the Seventh Issuer Intercompany Loan, the
Eighth Issuer Intercompany Loan and the Ninth Issuer Intercompany Loan
only), at any time, the amount by which Funding 1's obligation to
repay when due:
(a) the principal amount due and payable in respect of the
relevant Original Bullet Term Advances; and
(b) the principal amount due and payable in respect of the
relevant Original Scheduled Amortisation Term Advances;
exceeds the sum of:
(i) the Funding 1 Available Principal Receipts;
less:
(ii) amounts (if any) ranking prior to the applicable payment
described in paragraph (a) or (b) above in the Funding 1
Pre-Enforcement Principal Priority of Payments at that date;
FUNDING 1 LIQUIDITY RESERVE FUND means the fund established pursuant
to the Funding 1 Deed of Charge in the event that a Liquidity Reserve
Fund Rating Event in respect of Funding 1 occurs;
FUNDING 1 LIQUIDITY RESERVE LEDGER means the ledger to be maintained
by the Cash Manager pursuant to Clause 4.3 of the Cash Management
Agreement relating to the Funding 1 Liquidity Reserve Fund;
27
FUNDING 1 LIQUIDITY REVENUE SHORTFALL means, at any time, in respect
of the First Issuer Intercompany Loan, the Second Issuer Intercompany
Loan, the Third Issuer Intercompany Loan, the Fourth Issuer
Intercompany Loan, the Fifth Issuer Intercompany Loan, the Sixth
Issuer Intercompany Loan, the Seventh Issuer Intercompany Loan, the
Eighth Issuer Intercompany Loan and the Ninth Issuer Intercompany
Loan, the amount by which the aggregate of Funding 1's obligations in
respect of items listed in paragraph 2.2 (a) to (f) (inclusive), (h)
(j) and (l) of the Funding 1 Pre-Enforcement Revenue Priority of
Payments exceeds the amount of Funding 1 Available Revenue Receipts;
FUNDING 1 LIQUIDITY SHORTFALL means a Funding 1 Liquidity Revenue
Shortfall and/or a Funding 1 Liquidity Principal Shortfall, as
applicable;
FUNDING 1 LIQUIDITY SUBORDINATED AMOUNTS means the sum of (a) any
additional amounts due to any withholding taxes and increased costs on
the provision of the Funding 1 Liquidity Facility and (b) any
additional costs incurred by the Funding 1 Liquidity Facility Provider
to comply with the requirements of the Bank of England, the Financial
Services Authority and/or the European Central Bank and/or changes to
the capital adequacy rules applicable to the Funding 1 Liquidity
Facility Provider and Funding 1;
FUNDING 1 NEW INTERCOMPANY LOAN means a loan of the proceeds of any
issue of New Notes, such loan being advanced to Funding 1 by a New
Issuer pursuant to the terms of a New Intercompany Loan Agreement;
FUNDING 1 POST-ENFORCEMENT PRIORITY OF PAYMENTS means the order of
priority in which the Security Trustee will apply all monies following
an Intercompany Loan Event of Default and enforcement of the Funding 1
Security (as set out in Part 3 of Schedule 3 to the Funding 1 Deed of
Charge);
FUNDING 1 POWER OF ATTORNEY has the same meaning as SECURITY POWER OF
ATTORNEY;
FUNDING 1 PRE-ENFORCEMENT PRINCIPAL PRIORITY OF PAYMENTS means the
order of priority in which, prior to enforcement of the Funding 1
Security, the Cash Manager will apply the Funding 1 Available
Principal Receipts on each Funding 1 Interest Payment Date, as set out
in Part 2 of Schedule 3 to the Funding 1 Deed of Charge;
FUNDING 1 PRE-ENFORCEMENT REVENUE PRIORITY OF PAYMENTS means the order
of priority in which Funding 1 Available Revenue Receipts will be
applied by the Cash Manager prior to the enforcement of the Funding 1
Security as set out in Part 1 of Schedule 3 to the Funding 1 Deed of
Charge;
FUNDING 1 PRINCIPAL DEFICIENCY LEDGER means the ledger of such name
maintained by the Cash Manager pursuant to the Cash Management
Agreement, comprising, as at the date hereof, four sub-ledgers, the
AAA Principal Deficiency Sub-Ledger, the AA Principal Deficiency
Sub-Ledger, the A Principal Deficiency Sub-Ledger and the BBB
Principal Deficiency Sub-Ledger, but which may comprise additional
principal deficiency sub-ledgers as required;
FUNDING 1 PRINCIPAL LEDGER means the ledger on which receipts and
payments of Funding 1 Principal Receipts will be recorded by the Cash
Manager;
FUNDING 1 PRINCIPAL DEFICIENCY SUB-LEDGER means singly or together (as
the context may require) the AAA Principal Deficiency Sub-Ledger, the
AA Principal Deficiency Sub-Ledger, the A Principal Deficiency
Sub-Ledger, the BBB Principal Deficiency Sub-Ledger and/or such
additional principal deficiency sub-ledgers that may be established
from time to time after the Initial Closing Date;
28
FUNDING 1 PRINCIPAL PRIORITY OF PAYMENTS means the order of priority
for the application of Funding 1 Available Principal Receipts, prior
to enforcement of the Funding 1 Security, set out in each Intercompany
Loan Agreement and in Part 2 of Schedule 3 to the Funding 1 Deed of
Charge;
FUNDING 1 PRINCIPAL RECEIPTS means the Funding 1 Share of Principal
Receipts received by Funding 1 from the Mortgages Trustee on each
Distribution Date;
FUNDING 1 PRIORITY OF PAYMENTS means, as applicable, the Funding 1
Post-Enforcement Priority of Payments, the Funding 1 Pre-Enforcement
Principal Priority of Payments, the Funding 1 Pre-Enforcement Revenue
Priority of Payments and/or, as the case may be, the Funding 1
Principal Priority of Payments;
FUNDING 1 RESERVE REQUIRED AMOUNT means an amount equal to
[POUND]445,000,000 or such lesser amount to which the Funding 1
Liquidity Facility Provider, the Funding 1 Swap Provider and each of
the Issuer Swap Providers consent to and as the Rating Agencies have
confirmed will not cause the ratings of the Notes of any Funding 1
Issuer to be reduced, withdrawn or qualified;
FUNDING 1 REVENUE LEDGER means the ledger on which the Cash Manager
will record all monies received by Funding 1 during an Interest Period
other than the Funding 1 Principal Receipts;
FUNDING 1 REVENUE RECEIPTS means the Funding 1 Share of Mortgages
Trust Available Revenue Receipts received by Funding 1 from the
Mortgages Trustee on each Distribution Date;
FUNDING 1 SECURED CREDITORS means the Security Trustee, the Funding 1
Swap Provider, the Cash Manager, the Funding 1 Liquidity Facility
Provider, the Account Bank, the First Issuer, the Second Issuer, the
Third Issuer, the Fourth Issuer, the Fifth Issuer, the Sixth Issuer,
the Seventh Issuer, the Eighth Issuer, the Ninth Issuer, the Seller,
the Corporate Services Provider, the First Start-up Loan Provider, the
Second Start-up Loan Provider, the Third Start-up Loan Provider, the
Fourth Start-up Loan Provider, the Fifth Start-up Loan Provider, the
Sixth Start-up Loan Provider, the Seventh Start-up Loan Provider, the
Eighth Start-up Loan Provider, the Ninth Start-up Loan Provider, the
Funding 1 GIC Provider and such other creditors of Funding 1 who may
accede to the Funding 1 Deed of Charge (including for the avoidance of
doubt, the Second Supplemental Funding 1 Deed of Charge) from time to
time pursuant to an Accession Undertaking (including, for the
avoidance of doubt, any New Issuer);
FUNDING 1 SECURED OBLIGATIONS means the monies and liabilities which
Funding 1 covenants and undertakes in clause 2 of the Funding 1 Deed
of Charge to pay or discharge and all claims, demands or damages for
breach of any such covenant, and references to Funding 1 Secured
Obligations includes references to any of them;
FUNDING 1 SECURITY means the security granted by Funding 1 to the
Security Trustee under and pursuant to the terms of the Funding 1 Deed
of Charge (including, for the avoidance of doubt, the Additional
Funding 1 Security);
FUNDING 1 SECURITY TRUSTEE means The Bank of New York, acting through
its office at 48th Floor, One Canada Square, London E14 5AL or such
other persons or companies as may from time to time be appointed as
Security Trustee (or co-trustee) pursuant to the Funding 1 Deed of
Charge;
FUNDING 1 SHARE means, only in respect of the period prior to the
first Distribution Date, the Initial Funding 1 Share, and thereafter
means the Current Funding 1 Share;
FUNDING 1 SHARE PERCENTAGE means, only in respect of prior to the
first Distribution Date, the Initial Funding 1 Share Percentage, and
thereafter means the Current Funding 1 Share Percentage;
29
FUNDING 1 SHARE/FUNDING 2 SHARE/SELLER SHARE LEDGER means the ledger
to be maintained by the Cash Manager (in accordance with the Cash
Management Agreement and the Mortgages Trust Deed), on behalf of the
Mortgages Trustee and the Beneficiaries, to record the Current Funding
1 Share, the Current Funding 1 Share Percentage, the Current Funding 2
Share, the Current Funding 2 Share Percentage, the Current Seller
Share and the Current Seller Share Percentage;
FUNDING 1 SWAP means the swap documented under the Funding 1 Swap
Agreement which enables Funding 1 to hedge against the possible
variance between the Mortgages Trustee Variable Base Rate payable on
the Variable Rate Loans, the fixed rates of interest payable on the
Fixed Rate Loans and the rates of interest payable on the Tracker Rate
Loans and a LIBOR based rate for three-month sterling deposits;
FUNDING 1 SWAP AGREEMENT means the ISDA Master Agreement and schedule
relating to the Funding 1 Swap entered into on the Initial Closing
Date (as amended and restated on the Second Issuer Closing Date, on
the Third Issuer Closing Date, on the Fourth Issuer Closing Date, on
the Fifth Issuer Closing Date, on the Sixth Issuer Closing Date, on
the Seventh Issuer Closing Date, on the Eighth Issuer Closing Date and
as further amended and restated on the Ninth Issuer Closing Date and
from time to time) and any confirmation documented thereunder from
time to time, each between Funding 1, the Funding 1 Swap Provider and
the Security Trustee (as the same may be further amended and/or
restated from time to time);
FUNDING 1 SWAP EXCLUDED TERMINATION AMOUNT means in relation to the
Funding 1 Swap Agreement an amount equal to:
(a) the amount of any termination payment due and payable to the
Funding 1 Swap Provider as a result of a Funding 1 Swap
Provider Default or a Funding 1 Swap Provider Downgrade
Termination Event;
less
(b) the amount, if any, received by Funding 1 from a replacement
swap provider upon entry by Funding 1 into an agreement with
such replacement swap provider to replace the Funding 1 Swap
Agreement which has terminated as a result of such Funding 1
Swap Provider Default or following the occurrence of such
Funding 1 Swap Provider Downgrade Termination Event;
FUNDING 1 SWAP PROVIDER means, initially Halifax and as of the
Reorganisation Date, Bank of Scotland acting in its capacity as the
Funding 1 Swap Provider pursuant to the Funding 1 Swap Agreement;
FUNDING 1 SWAP PROVIDER DEFAULT means the occurrence of an Event of
Default (as defined in the Funding 1 Swap Agreement) where the Funding
1 Swap Provider is the Defaulting Party (as defined in the Funding 1
Swap Agreement);
FUNDING 1 SWAP PROVIDER DOWNGRADE TERMINATION EVENT means the
occurrence of an Additional Termination Event (as defined in the
Funding 1 Swap Agreement) following the failure by the Funding 1 Swap
Provider to comply with the requirements of the ratings downgrade
provisions set out in the Funding 1 Swap Agreement;
FUNDING 1 TRANSACTION ACCOUNT means the account in the name of Funding
1 (sort code 12-24-55, account no. 00998318) held at the Account Bank
and maintained subject to the terms of the Bank Account Agreement and
the Funding 1 Deed of Charge, or such other additional or replacement
bank account as may for the time being be in place with the prior
consent of the Security Trustee and the Rating Agencies;
30
FUNDING 1 TRANSACTION ACCOUNT MANDATE means the bank account mandate
between Funding 1 and the Account Bank relating to the operation of
the Funding 1 Transaction Account;
FUNDING 1 TRANSACTION DOCUMENTS has the same meaning as FUNDING 1
AGREEMENTS;
FUNDING 2 means Permanent Funding (No. 2) Limited (registered number
4441772), a limited company incorporated under the laws of England and
Wales, whose registered office is at 35 Great St. Helen's, London EC3A
6AP;
FUNDING 2 AAA PRINCIPAL DEFICIENCY SUB-LEDGER means the sub-ledger of
the Funding 2 Principal Deficiency Ledger maintained by the Cash
Manager in the name of Funding 2 which was established on the
Programme Date corresponding to the AAA Loan Tranches;
FUNDING 2 AA PRINCIPAL DEFICIENCY SUB-LEDGER means the sub-ledger of
the Funding 2 Principal Deficiency Ledger maintained by the Cash
Manager in the name of Funding 2 which was established on the
Programme Date corresponding to the AA Loan Tranches;
FUNDING 2 AGREEMENTS means each of the following documents:
(a) the Mortgages Trust Deed;
(b) the Mortgage Sale Agreement;
(c) each Scottish Declaration of Trust;
(d) the Servicing Agreement;
(e) the Funding 2 Deed of Charge;
(f) the Corporate Services Agreement;
(g) the Bank Account Agreement;
(h) the Funding 2 Guaranteed Investment Contract;
(i) the Funding 2 Swap Agreement;
(j) the Cash Management Agreement;
(k) the Master Intercompany Loan Agreement;
(l) each Loan Tranche Supplement entered into pursuant to the
Master Intercompany Loan Agreement;
(m) the Controlling Beneficiary Deed;
(n) the Seller Mortgage Trust Assignment Agreement;
(o) each Funding 2 Start-up Loan Agreement;
(p) the Data Processor Agreement;
(q) Swap Disclosure Agreements;
(r) each other Transaction Document to which Funding 2 is a party;
31
(s) each other deed, document, agreement, instrument or
certificate entered into or to be entered into by Funding 2
(including each document under which Funding 2 assumes any
obligations to the Master Issuer and/or any other Funding 2
Issuer) under or in connection with any of the documents set
out in paragraphs (a) through (r) above or the transactions
contemplated in them; and
(t) each other agreement referred to as a "Funding 2 Agreement" in
each Accession Undertaking to the Funding 2 Deed of Charge;
FUNDING 2 A PRINCIPAL DEFICIENCY SUB-LEDGER means the sub-ledger of
the Funding 2 Principal Deficiency Ledger maintained by the Cash
Manager in the name of Funding 2 which was established on the
Programme Date corresponding to the A Loan Tranches;
FUNDING 2 AUTHORISED INVESTMENTS means Authorised Investments
applicable to Funding 2;
FUNDING 2 AVAILABLE PRINCIPAL RECEIPTS means, for each Funding 2
Interest Payment Date, the amount calculated by the Cash Manager on
the day falling four Business Days prior to each Funding 2 Interest
Payment Date, equal to the sum of:
(a) all mortgages trust available principal receipts received by
Funding 2 during the then current interest period;
(b) all other Funding 2 Principal Receipts standing to the credit
of the Funding 2 Cash Accumulation Ledger which are to be
applied on the next Funding 2 Interest Payment Date to repay a
Bullet Loan Tranche and/or, subject to Rule (1) below, a
Scheduled Amortisation Instalment in respect of a Scheduled
Amortisation Loan Tranche, or to make a payment under items
(A) or (B) of the Funding 2 Pre-enforcement Principal Priority
of Payments and, if such Funding 2 Interest Payment Date
occurs on or after a Trigger Event, the remainder of such
receipts standing to the credit of the Funding 2 Cash
Accumulation Ledger;
(c) the amount, if any, to be credited to the Funding 2 Principal
Deficiency Ledger pursuant to items (E), (G), (I), (K) and (M)
of the Funding 2 Pre-enforcement Revenue Priority of Payments
on the relevant Funding 2 Interest Payment Date;
(d) in so far as available for and needed to make a Funding 2
Reserve Principal Payment, the amount that would then be
standing to the credit of the Funding 2 General Reserve
Ledger, less any amounts applied or to be applied on the
relevant date in payment of interest and other revenue
expenses as set out in items (A) to (M) (inclusive) of the
Funding 2 Pre-enforcement Revenue Priority of Payments, plus
any amounts which will be credited to the Funding 2 General
Reserve Ledger under item (A) of the relevant Funding 2
Pre-enforcement Principal Priority of Payments on the next
Funding 2 Interest Payment Date (i.e. occurring at the end of
such period of four business days);
(e) in so far as available for and needed to make a Funding 2
Reserve Principal Payment, the amount that would then be
standing to the credit of the Funding 2 Liquidity Reserve
Ledger, but less any amounts applied or to be applied on the
relevant date in payment of interest and other revenue
expenses as set out in items (A) to (D) (inclusive) and (F),
(H), (J) and (L) of the Funding 2 Pre-Enforcement Revenue
Priority Of Payments plus any amounts which will be credited
to the Liquidity Reserve Ledger under item (B) of the relevant
Funding 2 Pre-Enforcement Principal Priority Of Payments on
the next Funding 2 Interest Payment Date (i.e. occurring at
the end of such period of four business days);
(f) any other amount standing to the credit of the Funding 2
principal ledger (without double counting the amounts
described above); and
32
(g) any amount standing to the credit of the Funding 2 Transaction
Account to the extent equal to the principal amount advanced
to Funding 2 by either the Master Issuer by way of Start-up
Loan Tranche or by the Funding 2 Start-up Loan Provider by way
of a Funding 2 Start-up Loan and not required by Funding 2 to
meet its costs and expenses, as certified by the Cash Manager
on behalf of Funding 2 to the Funding 2 Security Trustee,
less
(h) amounts to be applied on the relevant Funding 2 Interest
Payment Date to pay items (A) to (D) (inclusive) and (F), (H),
(J) and (L) of the Funding 2 Pre-Enforcement Revenue Priority
Of Payments.
FUNDING 2 AVAILABLE REVENUE RECEIPTS means, for each Funding 2
Interest Payment Date, the amount calculated by the Cash Manager on
the day falling four Business Days prior to such Funding 2 Interest
Payment Date, equal to the sum of
(a) all Mortgages Trust Available Revenue Receipts distributed or
to be distributed to Funding 2 during the then current
Interest Period,
(b) any amounts paid or to be paid by the Seller to Funding 2
during the then current Interest Period in consideration of
the Seller acquiring a further interest in the Trust Property,
(c) other net income of Funding 2 including all amounts of
interest received on the Funding 2 GIC Account, the Funding 2
Transaction Account and/or Authorised Investments and amounts
received by Funding 2 under the Funding 2 Swap Agreement
(other than any early termination amount received by Funding 2
under the Funding 2 Swap Agreement) and any amount received by
Funding 2 in consideration for entering into a replacement
Funding 2 Swap Agreement), in each case to be received during
the then current Interest Period,
(d) the amounts then standing to the credit of the Funding 2
General Reserve Ledger, subject to any limits or conditions on
the purposes for which the Funding 2 General Reserve Fund may
be utilised,
(e) if a Liquidity Reserve Fund Rating Event has occurred and is
continuing, and there are no amounts standing to the credit of
the Funding 2 General Reserve Ledger, the amounts then
standing to the credit of the Funding 2 Liquidity Reserve
Ledger and available to be drawn, to the extent necessary to
pay the items in paragraphs (a) to (d), (f), (h), (j) and (l)
in the Funding 2 Pre-Enforcement Revenue Priority of Payments;
(f) if a Liquidity Reserve Fund Rating Event has occurred but is
no longer continuing due to an increase in the Seller's rating
since the preceding Funding 2 Interest Payment Date, and
Funding 2 elects to terminate the Funding 2 Liquidity Reserve
Fund, all amounts standing to the credit of the Funding 2
Liquidity Reserve Ledger; and
(g) any amounts standing to the credit of the Funding 2 Liquidity
Reserve Ledger in excess of the Funding 2 Liquidity Reserve
Fund Required Amount as a result of a reduction in the Funding
2 Liquidity Reserve Fund Required Amount,
and, for the avoidance of doubt, Funding 2 Available Revenue Receipts
does not include:
(h) any payment made by the Seller and/or Funding 1 to Funding 2
during the then current Interest Period of the amount
outstanding under a Loan Tranche; and
33
(i) the proceeds of any New Loan Tranche received by Funding 2
during the then current Interest Period and any proceeds of a
new Funding 2 Intercompany Loan received by Funding 2 during
the then current Interest Period;
FUNDING 2 BANK ACCOUNT AGREEMENT means the agreement entered into on
the Programme Date, between the Account Bank, the Mortgages Trustee,
Funding 1, Funding 2, the Cash Manager, the Funding 1 Security Trustee
and the Funding 2 Security Trustee, which governs the operation of the
Funding 2 Bank Accounts (as amended, restated, supplemented, replaced
and/or novated from time to time);
FUNDING 2 BANK ACCOUNTS means the Funding 2 GIC Account, the Funding 2
Transaction Account and any additional or replacement bank accounts
held in the name of Funding 2 from time to time with the prior written
consent of the Funding 2 Security Trustee and the Rating Agencies;
FUNDING 2 BB PRINCIPAL DEFICIENCY SUB-LEDGER means the sub-ledger of
the Funding 2 Principal Deficiency Ledger maintained by the Cash
Manager in the name of Funding 2 which was established on the
Programme Date corresponding to the BB Loan Tranches;
FUNDING 2 BBB PRINCIPAL DEFICIENCY SUB-LEDGER means the sub-ledger of
the Funding 2 Principal Deficiency Ledger maintained by the Cash
Manager in the name of Funding 2 which was established on the
Programme Date corresponding to the BBB Loan Tranches;
FUNDING 2 CASH ACCUMULATION LEDGER means the ledger in respect of
Funding 2 established and maintained by the Cash Manager pursuant to
Clause 4.4(a) of the Cash Management Agreement;
FUNDING 2 CASH ACCUMULATION LEDGER AMOUNT means, at any time, the
amount standing to the credit of the Funding 2 Cash Accumulation
Ledger at that time (immediately prior to any drawing to be applied on
that Funding 2 Interest Payment Date and prior to any payment under
item (h) of the Funding 2 Pre-Enforcement Principal Priority of
Payments;
FUNDING 2 CHARGED PROPERTY means the property charged by Funding 2
pursuant to the Funding 2 Deed of Charge;
FUNDING 2 DEED OF CHARGE means the deed of charge entered into on or
about the Programme Date between Funding 2, the Master Issuer, the
Corporate Services Provider, the Account Bank, the Funding 2 Security
Trustee, the Seller, the Start-up Loan Provider, the Cash Manager and
the Funding 2 Swap Provider and as the same may be further
supplemented, amended and/or restated or varied from time to time and
including all Deeds of Accession or supplements thereto;
FUNDING 2 GENERAL RESERVE FUND means the fund established from the
proceeds of the Funding 2 Start-up Loan and any New Start-up Loan with
respect to a Funding 2 Issuer and standing to the credit of the
Funding 2 General Reserve Ledger which may be used by Funding 2 to
meet any deficit in Revenue Receipts or Principal Receipts;
FUNDING 2 GENERAL RESERVE LEDGER means the ledger established and
maintained by the Cash Manager in respect of Funding 2 pursuant to
clause 4.4(b) of the Cash Management Agreement;
FUNDING 2 GENERAL RESERVE FUND THRESHOLD means the lesser of:
(a) the Funding 2 General Reserve Fund Required Amount, and
(b) the highest amount which the Adjusted Funding 2 Reserve Fund
Level has been since the first Funding 2 Interest Payment Date
upon which interest is due and payable in respect of
34
Loan Tranches made upon the Closing Date relating to the then
most recent issue of Master Issuer Notes;
FUNDING 2 GENERAL RESERVE FUND REQUIRED AMOUNT means the sum of
[POUND]167,700,000;
FUNDING 2 GIC ACCOUNT means the account in the name of Funding 2 (sort
code 12-08-83, account number 06052751) held at the Account Bank and
maintained subject to the terms of the Funding 2 Guaranteed Investment
Contract, the Bank Account Agreement and the Funding 2 Deed of Charge,
or such additional or replacement bank account as may for the time
being be in place with the prior consent of the Funding 2 Security
Trustee and the Rating Agencies;
FUNDING 2 GIC ACCOUNT MANDATE means the bank account mandate between
Funding 2 and the Account Bank relating to the operation of the
Funding 2 GIC Account;
FUNDING 2 GIC BALANCE means, on any day during an Interest Period, the
amount standing to the credit of the Funding 2 GIC Account as at the
opening of business on such day;
FUNDING 2 GIC PROVIDER means prior to the Reorganisation Date, The
Governor and Company of the Bank of Scotland and from the
Reorganisation Date, Bank of Scotland acting pursuant to the Funding 2
Guaranteed Investment Contract and/or such other person for the time
being acting as provider of a guaranteed investment contract to
Funding 2;
FUNDING 2 GIC RATE means the rate of interest accruing on the balance
standing to the credit of the Funding 2 GIC Account equal to a rate of
three month LIBOR less 0.25% per annum;
FUNDING 2 GUARANTEED INVESTMENT CONTRACT or FUNDING 2 GIC ACCOUNT
AGREEMENT means the guaranteed investment contract entered into on or
about the Programme Date between Funding 2, the Funding 2 GIC
Provider, the Cash Manager and the Funding 2 Security Trustee in
relation to interest to be earned on the Funding 2 GIC Balance (as the
same may be amended, restated, supplemented, replaced and/or novated
from time to time);
FUNDING 2 INCOME DEFICIT means the amount of the shortfall between
Funding 2 Available Revenue Receipts and the amounts required to pay
the items in paragraph (a) to (e) (inclusive), (g), (i), (k) and (m)
of the Funding 2 Pre-Enforcement Revenue Priority of Payments;
FUNDING 2 INTERCOMPANY LOAN means the loan made available pursuant to
the Master Intercompany Loan Agreement;
FUNDING 2 INTERCOMPANY LOAN LEDGER means the ledger on which the Cash
Manager will record payments of interest and repayments of principal
made under any Funding 2 Intercompany Loan;
FUNDING 2 INTEREST PAYMENT DATE means the 15th day of January, April,
July and October of each year or, if such day is not a Business Day,
the next succeeding Business Day;
FUNDING 2 INTEREST RATE SHORTFALL has the meaning given to it in
Clause 4.3 of the Servicing Agreement;
FUNDING 2 ISSUER means the Master Issuer and/or any other New Issuer
issuing Notes and entering into Intercompany Loan Agreements with
Funding 2 from time to time;
FUNDING 2 LEDGERS means the Funding 2 Principal Ledger, the Funding 2
Revenue Ledger, the Funding 2 General Reserve Ledger, the Funding 2
Principal Deficiency Ledger, the Funding 2 Intercompany Loan Ledger
and the Funding 2 Cash Accumulation Ledger;
35
FUNDING 2 LIQUIDITY RESERVE FUND means the fund established pursuant
to the Funding 2 Deed of Charge in the event that a Liquidity Reserve
Fund Rating Event in respect of Funding 2 occurs;
FUNDING 2 LIQUIDITY RESERVE FUND REQUIRED AMOUNT means on any Funding
2 Interest Payment Date, an amount equal to the excess (if any) of 3%
of the aggregate outstanding balance of the Master Issuer Notes on
that Funding 2 Interest Payment Date (taking into account any
principal repayments to be made by the Master Issuer on such date)
over the aggregate of amounts standing to the credit of the Funding 2
General Reserve Fund on such Funding 2 Interest Payment Date (taking
into account any amount credited to the Funding 2 General Reserve Fund
Ledger on such date);
FUNDING 2 LIQUIDITY RESERVE LEDGER means the ledger to be maintained
by the Cash Manager pursuant to Clause 4.3 of the Cash Management
Agreement relating to the Funding 2 Liquidity Reserve Fund;
FUNDING 2 LIQUIDITY RESERVE PRINCIPAL PAYMENT means (a) prior to the
occurrence of a Trigger Event, (i) repayments of principal which are
then due and payable in respect of the original Bullet Loan Tranches
and (ii) repayments of principal in respect of original Scheduled
Amortisation Loan Tranches on their respective final payment dates
only and (b) on or after the occurrence of a Trigger Event, repayments
of principal in respect of original Bullet Loan Tranches and original
Scheduled Amortisation Loan Tranches on the respective final payment
dates only;
FUNDING 2 PRE-ENFORCEMENT PRINCIPAL PRIORITY OF PAYMENTS means the
order of priority in which, prior to enforcement of the Funding 2
Security, the Cash Manager will apply the Funding 2 Available
Principal Receipts on each Funding 2 Interest Payment Date, as set out
in Part 2 of Schedule 4 to the Funding 2 Deed of Charge;
FUNDING 2 POST-ENFORCEMENT PRIORITY OF PAYMENTS means the order of
priority in which the Funding 2 Security Trustee will apply all monies
following a Master Intercompany Loan Event of Default and enforcement
of the Funding 2 Security (as set out in Part 3 of Schedule 4 to the
Funding 2 Deed of Charge);
FUNDING 2 PRE-ENFORCEMENT REVENUE PRIORITY OF PAYMENTS means the order
of priority in which Funding 2 Available Revenue Receipts will be
applied prior to the enforcement of the Funding 2 Security as set out
in Part 1 of Schedule 4 to the Funding 2 Deed of Charge;
FUNDING 2 PRINCIPAL DEFICIENCY LEDGER means the ledger of such name
established and maintained by the Cash Manager pursuant to the Cash
Management Agreement, comprising, as at the date hereof, six
sub-ledgers, the AAA Principal Deficiency Sub-Ledger, the AA Principal
Deficiency Sub-Ledger, the A Principal Deficiency Sub-Ledger, the BBB
Principal Deficiency Sub-Ledger, the BB Principal Deficiency
Sub-Ledger and the Subordinated Loan Principal Deficiency Sub-Ledger
but which may comprise additional principal deficiency sub-ledgers as
required;
FUNDING 2 PRINCIPAL LEDGER means the ledger on which receipts and
payments of Funding 2 Principal Receipts will be recorded by the Cash
Manager;
FUNDING 2 PRINCIPAL DEFICIENCY SUB-LEDGER means singly or together (as
the context may require) the AAA Principal Deficiency Sub-Ledger, the
AA Principal Deficiency Sub-Ledger, the A Principal Deficiency
Sub-Ledger, the BBB Principal Deficiency Sub-Ledger, the BB Principal
Deficiency Sub-Ledger, the Subordinated Loan Principal Deficiency
Sub-Ledger and/or such additional principal deficiency sub-ledgers
that may be established from time to time after the Initial Closing
Date;
FUNDING 2 PRINCIPAL RECEIPTS means the Funding 2 Share of Principal
Receipts received by Funding 2 from the Mortgages Trustee on each
Distribution Date;
36
FUNDING 2 PRIORITY OF PAYMENTS means, as applicable, the Funding 2
Post-Enforcement Priority of Payments, the Funding 2 Pre-Enforcement
Principal Priority of Payments, the Funding 2 Pre-Enforcement Revenue
Priority of Payments and/or, as the case may be, the Funding 2
Principal Priority of Payments;
FUNDING 2 REVENUE LEDGER means the ledger on which the Cash Manager
will record all monies received by Funding 2 during an Interest Period
other than the Funding 2 Principal Receipts;
FUNDING 2 REVENUE RECEIPTS means the Funding 2 Share of Mortgages
Trust Available Revenue Receipts received by Funding 2 from the
Mortgages Trustee on each Distribution Date;
FUNDING 2 SECURED CREDITORS means the Funding 2 Security Trustee, any
receiver appointed by it, the Funding 2 Swap Provider, the Cash
Manager, the Account Bank, the Master Issuer, the Seller, the
Corporate Services Provider, the Funding 2 Start-up Loan Provider, the
Funding 2 GIC Provider and such other creditors of Funding 2 who may
accede to the Funding 2 Deed of Charge from time to time pursuant to
an Accession Undertaking (including, for the avoidance of doubt, any
New Issuer);
FUNDING 2 SECURED LIABILITIES has the same meaning as the Funding 2
Secured Obligations;
FUNDING 2 SECURED OBLIGATIONS means all present and future obligations
and liabilities (whether actual or contingent and whether owed jointly
or severally or in any other capacity) of Funding 2 to the Funding 2
Secured Creditors under the Funding 2 Agreements;
FUNDING 2 SECURITY means the security granted by Funding 2 to the
Funding 2 Security Trustee under and pursuant to the terms of the
Funding 2 Deed of Charge;
FUNDING 2 SECURITY PERIOD means the period beginning on the Programme
Date and ending on the date on which all the Funding 2 Secured
Obligations have been unconditionally and irrevocably paid and
discharged in full;
FUNDING 2 SECURITY POWER OF ATTORNEY the power of attorney granted by
Funding 2 in favour of the Funding 2 Security Trustee under the
Funding 2 Deed of Charge on the Programme Date substantially in the
form set out in Schedule 5 to the Funding 2 Deed of Charge;
FUNDING 2 SECURITY TRUSTEE means The Bank of New York, acting through
its office at 48th Floor, One Canada Square, London E14 5AL or such
other persons or companies as may from time to time be appointed as
Security Trustee (or co-trustee) pursuant to the Funding 2 Deed of
Charge;
FUNDING 2 SHARE means, only in respect of the period prior to the
first Distribution Date, the Initial Funding 2 Share, and thereafter
means the Current Funding 2 Share;
FUNDING 2 START-UP LOAN means a start-up loan that the Funding 2
Start-up Loan Provider makes available to Funding 2 pursuant to a
Funding 2 Start-up Loan Agreement;
FUNDING 2 START-UP LOAN AGREEMENT means an agreement entered into on
any Master Issuer Closing Date between Funding 2, the Funding 2
Start-up Loan Provider and the Funding 2 Security Trustee relating to
the provision of a Funding 2 Start-up Loan to Funding 2 (as the same
may be amended, restated, supplemented, replaced and/or novated from
time to time);
FUNDING 2 START-UP LOAN PROVIDER means initially Halifax and, as of
the Reorganisation Date, Bank of Scotland in its capacity as provider
of the Funding 2 Start-up Loan;
37
FUNDING 2 SWAP means the swap documented under the Funding 2 Swap
Agreement which enables Funding 2 to hedge against the possible
variance between the Mortgages Trustee Variable Base Rate payable on
the Variable Rate Loans, the fixed rates of interest payable on the
Fixed Rate Loans and the rates of interest payable on the Tracker Rate
Loans and a LIBOR based rate for three-month sterling deposits;
FUNDING 2 SWAP AGREEMENT means the ISDA Master Agreement and schedule
relating to the Funding 2 Swap entered into on or about the Programme
Date and any confirmation documented thereunder from time to time,
each between Funding 2, the Funding 2 Swap Provider and the Funding 2
Security Trustee (as the same may be further amended and/or restated
from time to time);
FUNDING 2 SWAP EXCLUDED TERMINATION AMOUNT means in relation to the
Funding 2 Swap Agreement an amount equal to:
(a) the amount of any termination payment due and payable to the
Funding 2 Swap Provider as a result of a Funding 2 Swap
Provider Default or a Funding 2 Swap Provider Downgrade
Termination Event;
less
(b) the amount, if any, received by Funding 2 from a replacement
swap provider upon entry by Funding 2 into an agreement with
such replacement swap provider to replace the Funding 2 Swap
Agreement which has terminated as a result of such Funding 2
Swap Provider Default or following the occurrence of such
Funding 2 Swap Provider Downgrade Termination Event;
FUNDING 2 SWAP PROVIDER means initially Halifax and, as of the
Reorganisation Date, Bank of Scotland acting in its capacity as the
Funding 2 Swap Provider pursuant to the Funding 2 Swap Agreement;
FUNDING 2 SWAP PROVIDER DEFAULT means the occurrence of an Event of
Default (as defined in the Funding 2 Swap Agreement) where the Funding
2 Swap Provider is the Defaulting Party (as defined in the Funding 2
Swap Agreement);
FUNDING 2 SWAP PROVIDER DOWNGRADE TERMINATION EVENT means the
occurrence of an Additional Termination Event (as defined in the
Funding 2 Swap Agreement) following the failure by the Funding 2 Swap
Provider to comply with the requirements of the ratings downgrade
provisions set out in the Funding 2 Swap Agreement;
FUNDING 2 TRANSACTION ACCOUNT means the account in the name of Funding
2 (sort code 12-08-83, account no. 06052778) held at the Account Bank
and maintained subject to the terms of the Bank Account Agreement and
the Funding 2 Deed of Charge, or such other additional or replacement
bank account as may for the time being be in place with the prior
consent of the Funding 2 Security Trustee and the Rating Agencies;
FUNDING 2 TRANSACTION ACCOUNT MANDATE means the bank account mandate
between Funding 2 and the Account Bank relating to the operation of
the Funding 2 Transaction Account;
FUNDING 2 TRANSACTION DOCUMENTS has the same meaning as FUNDING 2
AGREEMENTS;
FURTHER ADVANCE means, in relation to a Loan, any advance of further
money following a request from an existing Borrower following the
making of the Initial Advance which is secured by the same Mortgage as
the Initial Advance where the Seller has a discretion as to whether to
accept that request, but does not include the amount of any Retention
Drawing to the relevant Borrower as part
38
of the Initial Advance after completion of the Mortgage and does not
include a Flexible Loan Drawing nor a Delayed Cashback nor a Home Cash
Reserve Drawing;
FURTHER CONTRIBUTION means the consideration in the form of cash
payable to the Mortgages Trustee by any Beneficiary to increase the
Funding 1 Share, the Funding 2 Share or, as the case may be, the
Seller Share of the Trust Property pursuant to and in accordance with
the Mortgages Trust Deed but excluding any Initial Contribution or
Deferred Contribution paid by Funding 1 or by Funding 2 to the
Mortgages Trustee;
FUTURE TRUST PROPERTY means any or all New Portfolios that have been
or will be sold to the Mortgages Trustee on any Sale Date;
GENERAL RESERVE FUND means the Funding 1 General Reserve Fund;
GENERAL RESERVE FUND REQUIRED AMOUNT means the Funding 1 General
Reserve Fund Required Amount;
GENERAL RESERVE FUND THRESHOLD means the Funding 1 General Reserve
Fund Threshold;
GENERAL RESERVE LEDGER means, as the context requires, either (a) the
Funding 1 General Reserve Ledger or (b) the Funding 2 General Reserve
Ledger;
HALIFAX means Halifax plc (registered number 02367076), a public
limited company incorporated under the laws of England and Wales,
whose registered office is at Trinity Road, Halifax, West Yorkshire
HX1 2RG and whose business was transferred to Bank of Scotland in
accordance with the HBOS Group Reorganisation Act 2006 on the
Reorganisation Date;
HALIFAX COLLECTION ACCOUNT AMOUNTS means all amounts from time to time
standing to the credit of the Collection Account to the extent that
such amounts represent payments into the Collection Account of sums
derived or resulting from mortgage loans originated by the Seller
which have not been sold to the Mortgages Trustee pursuant to the
Mortgage Sale Agreement;
HALIFAX DEED AND POWER OF ATTORNEY means the deed and power of
attorney made by Halifax in favour of Funding 1 and its successors and
assigns, on the Initial Closing Date, pursuant to the Mortgages Trust
Deed;
HALIFAX FLEXIBLE VARIABLE RATE means the variable rate applicable to
Flexible Loans originated by Halifax or since the reorganisation date
Bank of Scotland under the Halifax brand.
HALIFAX INSURANCE POLICIES means:
(a) the MIG Policies;
(b) the Properties in Possession Cover; and
(c) the Halifax Policies;
HALIFAX INTERMEDIARY means Halifax General Insurance Services Limited
and/or such other person as may be authorised to issue Buildings
Policies to Borrowers on behalf of the Halifax Policies Insurer;
HALIFAX POLICIES means those of the Buildings Policies which are
issued to Borrowers by the Seller and/or a Halifax Intermediary on
behalf of the Halifax Policies Insurer;
39
HALIFAX POLICIES INSURER means in relation to policies issued before 1
January 2004 Royal & Sun Alliance Insurance plc and in relation to
policies or renewals issued on and after 1 January 2004, St Andrew's
Insurance and/or any other insurer who agrees with the Seller to issue
buildings insurance policies to Borrowers from time to time as a
consequence of an introduction or intermediation by a Halifax
Intermediary;
HALIFAX VARIABLE BASE RATE means the standard variable rate of
interest or, if the Seller has more than one standard variable rate of
interest, the relevant standard variable rate of interest set by the
Seller which applies to the Variable Rate Loans beneficially owned by
the Seller on the Seller's residential mortgage book;
HIGH LOAN-TO-VALUE FEE means any fee incurred by a Borrower as a
result of taking out a loan with an LTV Ratio in excess of a certain
percentage specified in the Offer Conditions;
HOLDING COMPANY means a holding company as defined in section 736 of
the Companies Act 1985;
HOLDINGS means Permanent Holdings Limited (registered number 4267664),
a limited company incorporated under the laws of England and Wales,
whose registered office is at 35 Great St. Helen's, London EC3A 6AP;
HOME CASH RESERVE ADVANCE means, in relation to a Loan, an advance of
further money (which, for any Loan made before 31 October 2004, must
be in a sum of not less than [POUND]25,005) to the relevant Borrower
following the making of the Initial Advance which is secured by the
same Mortgage as the Initial Advance and against which sum the
Borrower can make drawings of not less than [POUND]1,000 at any time;
HOME CASH RESERVE DRAWING means any drawing of monies in full or part
made by a Borrower under a Home Cash Reserve Advance;
HOME IMPROVEMENT LOAN means a type of Further Advance product that can
only be used by the Borrower for the purposes of making repairs,
alterations and/or improvements to the relevant Property;
HOME OWNER LOAN means a type of Further Advance product that is a
regulated agreement under section 8 of the Consumer Credit Act 1974
and which can be used by the Borrower for any permitted purpose,
including but not limited to, the purchase of a car;
HVR 1 means the Variable Mortgage Rate set by the Seller which applies
to certain loans beneficially owned by the Seller on the Seller's
residential mortgage book;
HVR 2 means the second Variable Base Rate that was made available to
Borrowers between 1 March 2001 and 1 February 2002;
ICOB means the FSA Insurance Conduct of Business Sourcebook;
ICTA means the Income and Corporation Taxes Act 1988;
INITIAL ADVANCE means, in relation to a Loan, the original principal
amount advanced to the relevant Borrower including the amount of any
retention advanced to the relevant Borrower after completion of the
Mortgage and does not include any (a) High Loan-to-Value Fee, (b)
Further Advance, (c) Flexible Loan Drawing, (d) Home Cash Reserve
Drawing and (e) Early Repayment Fee;
40
INITIAL CLOSING DATE means 14 June 2002;
INITIAL CLOSING PURCHASE PRICE means the sum of [POUND]3,478,576,310
paid by Funding 1 to the Seller in consideration of the Seller's sale
of the Initial Portfolio (together with any Accrued Interest and
Arrears of Interest as at the Initial Closing Date) to the Mortgages
Trustee and the Funding 1 Share thereof;
INITIAL CLOSING TRUST PROPERTY means the Initial Portfolio transferred
by the Seller to the Mortgages Trustee on the Initial Closing Date;
INITIAL CONTRIBUTION means, as the context requires, (a) the
consideration in the form of cash payable by Funding 1 to the
Mortgages Trustee in respect of the Funding Share of the Trust
Property or (b) the consideration in the form of cash payable by
Funding 2 to the Mortgages Trustee in respect of the Funding 2 Share
of the Trust Property (in each case) pursuant to and in accordance
with the Mortgages Trust Deed, which Contribution is to fund the
payment to the Seller by the Mortgages Trustee of (and is equal to)
the Initial Purchase Price in respect of the Initial Portfolio or (if
any is payable) any New Portfolio sold and assigned to the Mortgages
Trustee and is to be funded from the proceeds of an Intercompany Loan;
INITIAL FUNDING 1 SHARE means the share of Funding 1 in the Trust
Property on the Initial Closing Date, being an amount equal to
[POUND]3,478,376,344.38;
INITIAL FUNDING 1 SHARE PERCENTAGE means the percentage share of
Funding 1 in the Trust Property on the Initial Closing Date, being
34.38%;
INITIAL FUNDING 2 SHARE means the share of Funding 2 in the Trust
Property on the Programme Date, being an amount equal to
[POUND]5,411,550,100;
INITIAL FUNDING 2 SHARE PERCENTAGE means the percentage share of
Funding 2 in the Trust Property on the Programme Date, being 11.76%;
INITIAL LOANS means the portfolio of residential first mortgage loans
sold by the Seller to the Mortgages Trustee on the Initial Closing
Date pursuant to the Mortgage Sale Agreement;
INITIAL PORTFOLIO means the Provisional Portfolio other than any Loan
and its Related Security which has been redeemed in full on or before
the Initial Closing Date;
INITIAL PURCHASE PRICE means that portion of the purchase price paid
by the Mortgages Trustee to the Seller on the Initial Closing Date in
consideration for the assignment to the Mortgages Trustee of the
Initial Portfolio or that portion of the purchase price (if any)
payable by the Mortgages Trustee to the Seller on the relevant Sale
Date in consideration for the assignment to the Mortgages Trustee of
any New Portfolio, in each case in accordance with the provisions of
the Mortgage Sale Agreement;
INITIAL RELATED SECURITY means the Related Security sold by the Seller
to the Mortgages Trustee on the Initial Closing Date pursuant to the
Mortgage Sale Agreement;
INITIAL RELEVANT SCREEN RATE has the meaning given in Condition 4(C);
INITIAL SELLER SHARE means the share of the Seller in the Trust
Property on the Initial Closing Date, being an amount equal to
[POUND]6,638,679,574.44;
INITIAL SELLER SHARE PERCENTAGE means the percentage share of the
Seller in the Trust Property on the Initial Closing Date, being
65.62%;
41
INITIAL TRUST PROPERTY means the sum of [POUND]100 (one hundred
pounds) that SFM Offshore Limited (as the Share Trustee of the
Mortgages Trustee) settled on trust and is held on trust absolutely as
to both capital and income by the Mortgages Trustee for the benefit of
the Beneficiaries pursuant to the Mortgages Trust Deed;
INSOLVENCY EVENT in respect of the Seller, the Servicer, the Cash
Manager, or any Issuer Cash Manager (each, for the purposes of this
definition, a RELEVANT ENTITY) means:
(a) an order is made or an effective resolution passed for the
winding up, bankruptcy, liquidation or sequestration of the
Relevant Entity;
(b) the Relevant Entity ceases or threatens to cease to carry on
its business or stops payment or threatens to stop payment of
its debts or is deemed unable to pay its debts within the
meaning of section 123(1)(a), (b), (c) or (d) of the
Insolvency Act 1986 (as amended) or becomes unable to pay its
debts as they fall due or the value of its assets falls to
less than the amounts of its liabilities (taking into account,
for both these purposes, contingent and prospective
liabilities) or otherwise becomes insolvent; and
(c) proceedings (including, but not limited to, presentation of an
application for an administration order, the filing of
documents with the court for the appointment of an
administrator or the service of a notice of intention to
appoint an administrator) are initiated against the Relevant
Entity under any applicable liquidation, administration,
winding up, sequestration, insolvency, bankruptcy,
composition, reorganisation (other than a reorganisation where
the Relevant Entity is solvent) or other similar laws, save
where such proceedings are being contested in good faith; or
an administrative or other receiver, administrator, trustee or
other similar official is appointed in relation to the whole
or any substantial part of the undertaking or assets of the
Relevant Entity or the appointment of an administrator takes
effect; or a distress, execution or diligence or other process
shall be levied or enforced upon or sued out against the whole
or any substantial part of the undertaking or assets of the
Relevant Entity and in any of the foregoing cases it is not
discharged within 15 London Business Days; or if the Relevant
Entity initiates or consents to judicial proceedings relating
to itself under any applicable liquidation, administration,
winding up, sequestration, bankruptcy, composition,
insolvency, reorganisation or other similar laws or makes a
conveyance, assignment or assignation for the benefit of, or
enters into any composition with, its creditors generally or
takes steps with a view to obtaining a moratorium in respect
of any indebtedness;
INSURANCE ACKNOWLEDGEMENTS means a letter from the relevant insurer
substantially in such form set out in Schedule 11 to the Mortgage Sale
Agreement or such other form as the relevant insurer shall require in
respect of (a) the MIG Policies numbers GECM-UK-003 and GECM-UK-004
issued by GE Mortgage Insurance Limited and (b) the MIG Policies
numbers 227001, 227001(A), 227002, 227003 and 227006;
INSURANCE ENDORSEMENTS means an endorsement from the relevant insurer
substantially in the form set out in Schedule 10 to the Mortgage Sale
Agreement or such other form as the relevant insurer shall require in
respect of (a) each of the MIG Policies excluding the Halifax Mortgage
Re Limited MIG Policies and (b) the Halifax Policies;
INSURANCE POLICIES means the Buildings Policies and the Halifax
Insurance Policies and INSURANCE POLICY shall be construed
accordingly;
INTERCOMPANY LOAN means the aggregate of the outstanding principal
balance of the Term Advances made by a Funding 1 Issuer to Funding 1
under an Intercompany Loan Agreement;
42
INTERCOMPANY LOAN ACCELERATION NOTICE means a notice served by the
Funding 1 Security Trustee on Funding 1 following the occurrence of an
Intercompany Loan Event of Default, pursuant to Clause 14.10 of the
Intercompany Loan Terms and Conditions;
INTERCOMPANY LOAN AGREEMENTS means the First Issuer Intercompany Loan
Agreement, Second Issuer Intercompany Loan Agreement, Third Issuer
Intercompany Loan Agreement, Fourth Issuer Intercompany Loan
Agreement, Fifth Issuer Intercompany Loan Agreement, Sixth Issuer
Intercompany Loan Agreement, Seventh Issuer Intercompany Loan
Agreement, Eighth Issuer Intercompany Loan Agreement and Ninth Issuer
Intercompany Loan Agreement and INTERCOMPANY LOAN AGREEMENT means any
one of them;
INTERCOMPANY LOAN CONFIRMATION means a document substantially in the
form set out in Schedule 3 to the Intercompany Loan Terms and
Conditions confirming the principal terms of each Intercompany Loan
Agreement between Funding 1 and the relevant Issuer;
INTERCOMPANY LOAN DETERMINATION DATE means the first day of the
relevant Interest Period;
INTERCOMPANY LOAN EVENT OF DEFAULT means the occurrence of an event of
default as specified in Clause 14 of the Intercompany Loan Terms and
Conditions with respect to Funding 1;
INTERCOMPANY LOAN LEDGER means, as the context requires, (a) the
Funding 1 Intercompany Loan ledger or (b) the Funding 2 Intercompany
Loan ledger;
INTERCOMPANY LOAN TERMS AND CONDITIONS means the standard terms and
conditions incorporated into each Intercompany Loan Agreement, signed
for the purposes of identification on the Initial Closing Date by
Funding 1, the Security Trustee and the Agent Bank, as amended and
restated on 17 October 2006 pursuant to the Deed of Amendment to
Intercompany Loan Agreements;
INTEREST PAYMENT DATE means, as the context requires, (a) a Funding 1
Interest Payment Date in respect of Funding 1 or (b) a Funding 2
Interest Payment Date in respect of Funding 2;
INTEREST PERIOD means, as the context requires, (a) in relation to 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, (b) in respect of a Loan
Tranche (i) with respect to the first Funding 2 Interest Payment Date,
the period from (and including) the applicable Loan Tranche Interest
Commencement Date to (but excluding) such first Funding 2 Interest
Payment Date and (ii) thereafter, the period from (and including) the
preceding Funding 2 Interest Payment Date to (but excluding) that
Funding 2 Interest Payment Date and (c) in respect of Funding 1, the
period from (and including) a Funding 1 Interest Payment Date (or in
respect of the first Interest Period, the relevant Closing Date) to
(but excluding) the next following (or first) Funding 1 Interest
Payment Date;
IRRECOVERABLE VAT means any amount in respect of VAT incurred by a
party to the Transaction Documents (for the purposes of this
definition, a RELEVANT PARTY) as part of a payment in respect of which
it is entitled to be indemnified under the relevant Transaction
Documents to the extent that the Relevant Party does not or will not
receive and retain a credit or repayment of such VAT as input tax (as
that expression is defined in section 24(1) of the Value Added Tax Act
1994) for the prescribed accounting period (as that expression is used
in section 25(1) of the Value Added Tax Act 1994) to which such input
tax relates;
43
ISSUER means the First Issuer, the Second Issuer, the Third Issuer,
the Fourth Issuer, the Fifth Issuer, the Sixth Issuer, the Seventh
Issuer, the Eighth Issuer, the Ninth Issuer and/or the Master Issuer
and/or, as the context may require, any New Issuer;
ISSUER ACCOUNT BANK means the First Issuer Account Bank, the Second
Issuer Account Bank, the Third Issuer Account Bank, the Fourth Issuer
Account Bank, the Fifth Issuer Account Bank, the Sixth Issuer Account
Bank, the Seventh Issuer Account Bank, the Eighth Issuer Account Bank,
the Ninth Issuer Account Bank and/or, as the context may require, the
bank at which the accounts of any New Issuer are maintained and/or the
Master Issuer Account Bank;
ISSUER ACCOUNTS means any of the First Issuer Accounts, the Second
Issuer Accounts, the Third Issuer Accounts, the Fourth Issuer
Accounts, the Fifth Issuer Accounts, the Sixth Issuer Accounts, the
Seventh Issuer Accounts, the Eighth Issuer Accounts, the Ninth Issuer
Accounts, the Master Issuer Accounts or, as the context may require,
any accounts held by any New Issuer;
ISSUER AGREEMENTS means those agreements to which any Issuer is party
(including, for the avoidance of doubt, in the case of the First
Issuer, the First Issuer Transaction Documents, in the case of the
Second Issuer, the Second Issuer Transaction Documents, in the case of
the Third Issuer, the Third Issuer Transaction Documents, in the case
of the Fourth Issuer, the Fourth Issuer Transaction Documents, in the
case of the Fifth Issuer, the Fifth Issuer Transaction Documents, in
the case of the Sixth Issuer, the Sixth Issuer Transaction Documents,
in the case of the Seventh Issuer, the Seventh Issuer Transaction
Documents, in the case of the Eighth Issuer, the Eighth Issuer
Transaction Documents, in the case of the Ninth Issuer, the Ninth
Issuer Transaction Documents, the Master Issuer Transaction Documents,
the Funding 1 Transaction Documents, the Funding 2 Transaction
Documents and, in the case of any New Issuer, the New Issuer
Transaction Documents);
ISSUER CASH MANAGER means initially Halifax and, from the
Reorganisation Date, Bank of Scotland acting, pursuant to each issuer
cash management agreement, as agent for each Issuer and the Security
Trustee to manage all cash transactions and maintain certain ledgers
on behalf of each Issuer;
ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE means, as the
context requires, the relevant Funding 1 Issuer Master Definitions and
Construction Schedule or the Master Issuer Master Definitions and
Construction Schedule;
ISSUER NOTES includes all of the First Issuer Notes, the Second Issuer
Notes, the Third Issuer Notes, the Fourth Issuer Notes, the Fifth
Issuer Notes, the Sixth Issuer Notes, Seventh Issuer Notes, the Eighth
Issuer Notes, the Ninth Issuer Notes, the Master Issuer Notes and, as
the context may require, any New Notes;
ISSUER SECURED CREDITORS means any of the First Issuer Secured
Creditors, the Second Issuer Secured Creditors, the Third Issuer
Secured Creditors, the Fourth Issuer Secured Creditors, the Fifth
Issuer Secured Creditors, the Sixth Issuer Secured Creditors, the
Seventh Issuer Secured Creditors, the Eighth Issuer Secured Creditors,
the Ninth Issuer Secured Creditors and the Master Issuer Secured
Creditors and/or, as the context requires, any New Issuer Secured
Creditors;
ISSUER SECURITY means the security created by the First Issuer
pursuant to the First Issuer Deed of Charge in favour of the First
Issuer Secured Creditors, the security created by the Second Issuer
pursuant to the Second Issuer Deed of Charge in favour of the Second
Issuer Secured Creditors, the security created by the Third Issuer
pursuant to the Third Issuer Deed of Charge in favour of the Third
Issuer Secured Creditors, the security created by the Fourth Issuer
pursuant to the Fourth Issuer Deed of Charge in favour of the Fourth
Issuer Secured Creditors, the security created by the Fifth Issuer
pursuant to the Fifth Issuer Deed of Charge in favour of the Fifth
Issuer Secured Creditors, the security created by the Sixth Issuer
pursuant to the Sixth Issuer Deed of Charge in favour of the Sixth
Issuer Secured Creditors, the security created by the Seventh Issuer
pursuant to
44
the Seventh Issuer Deed of Charge in favour of the Seventh Issuer
Secured Creditors, the security created by the Eighth Issuer pursuant
to the Eighth Issuer Deed of Charge in favour of the Eighth Issuer
Secured Creditors, the security created by the Ninth Issuer pursuant
to the Ninth Issuer Deed of Charge in favour of the Ninth Issuer
Secured Creditors , the security created by the Master Issuer pursuant
to the Master Issuer Deed of Charge in favour of the Master Issuer
Secured Creditors and/or, as the context may require, the security
created by any other Funding 1 Issuer and/or the security created by
any other Funding 2 Issuer pursuant to the related deed of charge in
favour of the related Issuer Secured Creditors;
ISSUER SWAP AGREEMENTS means, the First Issuer Swap Agreements and/or
the Second Issuer Swap Agreements and/or the Third Issuer Swap
Agreements and/or the Fourth Issuer Swap Agreements and/or the Fifth
Issuer Swap Agreements and/or the Sixth Issuer Swap Agreements and/or
the Seventh Issuer Swap Agreements and/or any New Issuer Swap
Agreements and/or the Eighth Issuer Swap Agreements and/or the Ninth
Issuer Swap Agreements and/or the Master Issuer Swap Agreements
and/or, as the context requires, any New Issuer Swap Agreements and
ISSUER SWAP AGREEMENT means any one of them;
ISSUER SWAP PROVIDER means the First Issuer Swap Providers and/or the
Second Issuer Swap Providers and/or the Third Issuer Swap Providers
and/or the Fourth Issuer Swap Providers and/or the Fifth Issuer Swap
Providers and/or the Sixth Issuer Swap Providers and/or the Seventh
Issuer Swap Providers and/or the Eighth Issuer Swap Providers and/or
the Ninth Issuer Swap Providers and/or the Master Issuer Swap
Provider, and/or as the context requires, any New Issuer Swap
Providers;
ISSUER SWAP PROVIDER DEFAULT means the occurrence of an Event of
Default (as defined in the relevant Issuer Swap Agreement) where the
relevant Issuer Swap Provider is the Defaulting Party (as defined in
the relevant Issuer Swap Agreement);
ISSUER SWAP PROVIDER DOWNGRADE TERMINATION EVENT means the occurrence
of an Additional Termination Event (as defined in the relevant Issuer
Swap Agreement) following the failure by a First Issuer Swap Provider
and/or a Second Issuer Swap Provider and/or a Third Issuer Swap
Provider and/or a Fourth Issuer Swap Provider and/or a Fifth Issuer
Swap Provider and/or a Sixth Issuer Swap Provider and/or the Seventh
Issuer Swap Providers and/or the Eighth Issuer Swap Providers and/or
the Ninth Issuer Swap Providers and/or, as the context requires, the
Master Issuer Swap Provider to comply with the requirements of the
ratings downgrade provisions set out in the relevant Issuer Swap
Agreement;
LAND REGISTRY means the body responsible for recording details of land
in England and Wales;
LARGE LOAN DISCOUNT means the discount which allows a Borrower to pay
interest at a discretionary discount to the standard variable rate of
interest charged on Variable Rate Loans in, or to be included in, the
Mortgages Trust (other than the Tracker Rate Loans) based on the
aggregate size of the Loans under the Mortgage Account (a) at
origination or (b) when a Further Advance is made;
LAW includes common or customary law and any constitution, decree,
judgment, legislation, order, ordinance, regulation, statute, treaty
or other legislative measure in any jurisdiction and any present or
future directive, regulation, guideline, practice, concession, request
or requirement whether or not having the force of law issued by any
governmental body, agency or department or any central bank or other
fiscal, monetary, taxation, regulatory, self-regulatory or other
authority or agency;
LENDING CRITERIA means the criteria contained in Schedule 4 to the
Mortgage Sale Agreement or such other criteria as would be acceptable
to a Reasonable, Prudent Mortgage Lender;
45
LIBOR means:
(a) in relation to any Funding 1 Liquidity Facility Drawing or, as
the case may be, Funding 1 Liquidity Facility Stand-by
Drawing:
(i) the display rate per annum of the offered quotation
for deposits in the currency of the relevant Funding 1
Liquidity Facility Drawing or unpaid sum, for a period
equal to the required period which appears on
Moneyline Telerate Page 3750 or Moneyline Telerate
Page 3740 (as appropriate) at or about 11.00 a.m. on
the relevant Quotation Date; or
(ii) if the display rate cannot be determined under
paragraph (a)(i) above, the rate determined by the
Funding 1 Liquidity Facility Provider to be the
arithmetic mean (rounded, if necessary, to the nearest
five decimal places with the midpoint rounded upwards)
of the rates notified to the Funding 1 Liquidity
Facility Provider by each of the Reference Banks
quoting (provided that at least two Reference Banks
are quoting) as the rate at which such Reference Bank
is offering deposits in the required currency and for
the required period in an amount comparable to that
amount to prime banks in the London inter-bank market
at or about 11.00 a.m. on the relevant Quotation Date
for such period;
for the purposes of this definition:
QUOTATION DATE means, in relation to any Interest Period for
which an interest rate is to be determined under the Funding 1
Liquidity Facility Agreement, the day on which quotations
would ordinarily be given by banks in the London inter-bank
market for deposits in the relevant currency for delivery on
the first day of that Interest Period; provided that if, for
any such period, quotations would ordinarily be given on more
than one date, the Quotation Date for that period shall be the
last of those dates;
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 or any bank that replaces any of
them; and
MONEYLINE TELERATE PAGE 3750 means the display designated as
Page 3750; and MONEYLINE TELERATE PAGE 3740 means the display
designated as Page 3740, in each case on the Moneyline
Telerate Service (or such other pages as may replace Page 3750
or Page 3740 on that service or such other service as may be
nominated by the British Bankers' Association (including the
Reuters Screen) as the information vendor for the purposes of
displaying British Bankers' Association Interest Settlement
Rates for deposits in the currency concerned); or
(b) in relation to the Mortgages Trustee GIC Rate, the Funding 1
GIC Rate, the Funding 2 GIC Rate and the rate of interest
payable on the Start-up Loans, LIBOR as determined in
accordance with the Intercompany Loan Agreements and the
Master Intercompany Loan Agreement (as applicable);
LIQUIDITY RESERVE FUND means the Funding 1 Liquidity Reserve Fund;
LIQUIDITY RESERVE FUND RATING EVENT means the Seller's long-term,
unsecured, unguaranteed and unsubordinated debt obligations are rated
below A- by S&P, A3 by Moody's or A- by Fitch (unless the relevant
Rating Agency confirms that its then current ratings of the Notes will
not be adversely affected as a consequence of a ratings downgrade of
the Seller);
46
LIQUIDITY RESERVE LEDGER means the Funding 1 Liquidity Reserve Ledger;
LIQUIDITY RESERVE REQUIRED AMOUNT means, on any Interest Payment Date,
an amount equal to 3% of the aggregate outstanding balance of the
Ninth Issuer Notes on that date;
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 for the time being in force for that Stock
Exchange;
LOAN means each loan referenced by its loan identifier number and
comprising the aggregate of all principal sums, interest, costs,
charges, expenses and other monies (including all Further Advances,
Flexible Loan Drawings, Home Cash Reserve Drawings and Retention
Drawings) due or owing with respect to that loan under the relevant
Mortgage Terms by a Borrower on the security of a Mortgage from time
to time outstanding or, as the context may require, the Borrower's
obligations in respect of the same;
LOAN CONDITIONS has the same meaning as MORTGAGE CONDITIONS;
LOAN PAYMENT DATE means, in respect of a Loan Tranche, the Funding 2
Payment Dates specified in the Loan Tranche Supplement for the payment
of principal, subject to the terms of the Master Intercompany Loan
Agreement;
LOAN REPURCHASE NOTICE means a notice substantially in the form set
out in Schedule 6 to the Mortgage Sale Agreement;
LOAN TRANCHE means the AAA Loan Tranches, the AA Loan Tranches, the A
Loan Tranches, the BBB Loan Tranches, the BB Loan Tranches, the
Subordinated Loan Tranches and the Start-up Loan Tranches (subject to
certain conditions) 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, the borrowing by the Master
Issuer of a Master Issuer Subordinated Loan or, the borrowing by the
Master Issuer of a Master Issuer Start-up Loan (respectively);
LOAN TRANCHE INTEREST COMMENCEMENT DATE means, in respect of a Loan
Tranche, the Closing Date of the related Series and Class of Notes or
the relevant Advance Date of the related Master Issuer Subordinated
Loan or Master Issue Start-up Loan (as applicable) for such Loan
Tranche specified as such in the applicable Loan Tranche Supplement;
LOAN TRANCHE INTEREST DETERMINATION DATE means, in respect of a Loan
Tranche, for any Loan Tranche Interest Period for which the applicable
Loan Tranche Rate of Interest will apply, the first day of such Loan
Tranche Interest Period;
LOAN TRANCHE INTEREST PERIOD means, in relation to a Loan Tranche and
any Loan Payment Date, the period from (and including) the immediately
preceding Loan Payment Date for such Loan Tranche (or, in respect of
the first Loan Tranche Interest Period, the Loan Tranche Interest
Commencement Date) to (but excluding) the next following (or first)
Loan Payment Date for such Loan Tranche;
47
LOAN TRANCHE NOTICE means a document substantially in the form set out
in Schedule 1 (Form of Loan Tranche Notice) to the Master Intercompany
Loan Agreement setting out, amongst other things, the principal amount
of each Loan Tranche available for drawing on the next Closing Date;
LOAN TRANCHE RATE OF INTEREST in respect of a Loan Tranche, has the
meaning given to it in Clause 7.2 (Determination of Loan Tranche
Interest Amount) of the Master Intercompany Loan Agreement;
LOAN TRANCHE RATING means the designated rating of each Rated Loan
Tranche which reflects the rating assigned to the corresponding class
of Notes used to fund each such Loan Tranche on the relevant Closing
Date of that Loan Tranche;
LOAN TRANCHE SUPPLEMENT means, in relation to any Loan Tranche, means
the document between, amongst others, Funding 2 and applicable Funding
2 Issuer substantially in the form set out in Schedule 3 (Form of Loan
Tranche Supplement) to the Master Intercompany Loan Agreement entered
into between Funding 2 and such Funding 2 Issuer recording the
principal terms of such Loan Tranche;
LOAN WARRANTIES means the Representations and Warranties;
LONDON BUSINESS DAY means a day (other than a Saturday or a Sunday) on
which banks are generally open for business in London;
LONDON STOCK EXCHANGE means the London Stock Exchange plc;
LOSS AMOUNT means the amount of any costs, expenses, losses or other
claims suffered or incurred by, as applicable, the Mortgages Trustee
and/or Funding 1 and/or Funding 2 in connection with any recovery of
interest on the Loans to which the Seller, the Mortgages Trustee,
Funding 1 or Funding 2 was not entitled to enforce or could not
enforce as a result of any of the matters referred to in paragraphs
(a), (b), (c) or (d) of clause 7.3 of the Mortgage Sale Agreement;
LOSSES means all realised losses on the Loans;
LOSSES LEDGER means the ledger of such name maintained by the Cash
Manager pursuant to the Cash Management Agreement to record the
Losses;
LTV RATIO or LOAN-TO-VALUE RATIO means the ratio (expressed as a
percentage) of the outstanding balance of a Loan to the value of the
Mortgaged Property securing that Loan;
LTV TEST means a test which assigns a credit enhancement value to each
loan in the portfolio based on its current loan-to-value ratio and the
amount of mortgage indemnity cover on that loan. The weighted average
credit enhancement value for the portfolio is then determined;
MANAGERS has the meaning given in the relevant Issuer Master
Definitions and Construction Schedule;
MANDATE means the Funding 1 Transaction Account Mandate, the Funding 1
GIC Account Mandate, the Funding 2 Transaction Account Mandate, the
Funding 2 GIC Account Mandate and/or the Mortgages Trustee GIC Account
Mandate, as the case may be;
MANDATORY LIQUID ASSET COST means the cost imputed to the Funding 1
Liquidity Facility Provider of compliance with:
48
(a) cash and special deposit requirements of the Bank of England
and/or the banking supervision or other costs imposed by the
Financial Services Authority, as determined in accordance with
Schedule 2 to the Funding 1 Liquidity Facility Agreement; and
(b) any reserve asset requirements of the European Central Bank;
MASTER INTERCOMPANY LOAN means the loan made available to Funding 2
pursuant to the Master Intercompany Loan Agreement;
MASTER INTERCOMPANY LOAN ACCELERATION NOTICE means an acceleration
notice served by the Funding 2 Security Trustee on Funding 2 in
relation to the enforcement of the Funding 2 Security following the
occurrence of a Master Intercompany Loan Event of Default;
MASTER INTERCOMPANY LOAN AGREEMENT means the master intercompany loan
agreement entered into on the Programme Date between Funding 2, the
Master Issuer and the Funding 2 Security Trustee;
MASTER INTERCOMPANY LOAN CONFIRMATION means a document substantially
in the same form set out in Schedule 3 to the Master Intercompany Loan
Terms and Conditions confirming the principal terms of each
Intercompany Loan Agreement between Funding 2 and the Master Issuer;
MASTER INTERCOMPANY LOAN EVENT OF DEFAULT has the meaning given to it
in Clause 15.1 of the Master Intercompany Loan Agreement;
MASTER ISSUER means Permanent Master Issuer plc;
MASTER ISSUER ACCOUNT BANK means the bank at which the Master Issuer
Accounts are maintained from time to time pursuant to the relevant
Master Issuer Transaction Documents;
MASTER ISSUER ACCOUNTS means the Master Issuer Bank Accounts as
defined in the Master Issuer Master Definitions and Construction
Schedule;
MASTER ISSUER BANK ACCOUNT AGREEMENT means the Master Issuer Bank
Account Agreement as defined in the Master Issuer Master Definitions
and Construction Schedule;
MASTER ISSUER CASH MANAGEMENT AGREEMENT means the Master Issuer Cash
Management Agreement as defined in the Master Issuer Master
Definitions and Construction Schedule;
MASTER ISSUER CLOSING DATE means any date on which Master Issuer
issues Notes;
MASTER ISSUER CORPORATE SERVICES AGREEMENT means the Master Issuer
Corporate Services Agreement as defined in the Master Issuer Master
Definitions and Construction Schedule;
MASTER ISSUER CORPORATE SERVICES PROVIDER means the Master Issuer
Corporate Services Provider as defined in the Master Issuer Master
Definitions and Construction Schedule;
MASTER ISSUER DEED OF CHARGE means the deed of charge entered into by
such Funding 2 Issuer with the Funding 2 Security Trustee;
MASTER ISSUER DEFINITIONS AND CONSTRUCTION SCHEDULE means the relevant
master definitions schedule;
MASTER ISSUER NOTE EVENT OF DEFAULT means the Master Issuer Note Event
of Default as defined in the Master Issuer Master Definitions and
Construction Schedule;
49
MASTER ISSUER PAYING AGENT AND AGENT BANK AGREEMENT means the Master
Issuer Paying Agent and Agent Bank Agreement as defined in the Master
Issuer Master Definitions and Construction Schedule;
MASTER ISSUER PRE-ENFORCEMENT REVENUE PRIORITY OF PAYMENTS means the
Master Issuer Pre-Enforcement Revenue Priority of Payments as defined
in the Master Issuer Master Definitions and Construction Schedule;
MASTER ISSUER START-UP LOAN means a loan to be advanced by the Master
Issuer Start-Up Loan Provider to the Master Issuer on a Closing Date
following the Reorganisation Date pursuant to the Master Issuer
Start-Up Loan Agreement dated such Closing Date;
MASTER ISSUER START-UP LOAN AGREEMENT means each agreement to be
entered into on a Closing Date following the Reorganisation Date
between, among others, the Master Issuer and the Master Issuer
Start-Up Loan Provider pursuant to which the Master Issuer Start-Up
Loan Provider will advance a Master Issuer Start-Up Loan to the Master
Issuer on such Closing Date;
MASTER ISSUER START-UP LOAN PROVIDER means Bank of Scotland, in its
capacity as provider of each Master Issuer Start-Up Loan to be
advanced to the Master Issuer on a Closing Date following the
Reorganisation Date pursuant to a Master Issuer Start-Up Loan
Agreement;
MASTER ISSUER SUBORDINATED LOAN means a loan to be advanced by the
Master Issuer Subordinated Loan Provider to the Master Issuer pursuant
to a Master Issuer Subordinated Loan Agreement;
MASTER ISSUER SUBORDINATED LOAN AGREEMENT means an agreement to be
entered into between, among others, the Master Issuer and the Master
Issuer Subordinated Loan Provider on an Advance Date following the
Reorganisation Date pursuant to which the Master Issuer Subordinated
Loan Provider will advance a Master Issuer Subordinated Loan to the
Master Issuer;
MASTER ISSUER SUBORDINATED LOAN PROVIDER means Bank of Scotland, in
its capacity as provider of a Master Issuer Subordinated Loan to be
advanced to the Master Issuer on a Closing Date following the
Reorganisation Date;
MASTER ISSUER SWAP AGREEMENT means the Master Issuer Swap Agreement as
defined in the Master Issuer Master Definitions and Construction
Schedule;
MASTER ISSUER SWAP PROVIDER means the Master Issuer Swap Provider as
defined in the Master Issuer Master Definitions and Construction
Schedule;
MASTER ISSUER TRANSACTION ACCOUNT means the Master Issuer Transaction
Account (sort code: 12-08-83 and account number: 06052794) as defined
in the Master Issuer Master Definitions Schedule;
MASTER ISSUER TRANSACTION DOCUMENTS means the Master Issuer
Transaction Documents as defined in the Master Issuer Master
Definitions and Construction Schedule;
MASTER ISSUER TRUST DEED means the Master Issuer Trust Deed as defined
in the Master Issuer Master Definitions and Construction Schedule;
MCOB means the FSA Mortgages and Home Finance Conduct of Business
Sourcebook;
MHA DOCUMENTATION means an affidavit, declaration, consent or
renunciation granted in terms of the Matrimonial Homes (Family
Protection) (Scotland) Act 1981 or (as applicable) the Civil
Partnership Act 2004 in connection with a Scottish Mortgage or the
Property secured thereby;
50
MIG POLICIES means the mortgage indemnity guarantee policies written
by General Accident Fire and Life Assurance Corporation PLC, GE
Capital Mortgage (UK) Limited, Royal & Sun Alliance Insurance plc and
Halifax Mortgage Re Limited in favour of the Seller, or any other
mortgage indemnity guarantee policy as may be effected from time to
time to cover the Seller in respect of New Loans and their Related
Security, such other mortgage indemnity guarantee policy to provide
such level of cover as would be acceptable to a Reasonable, Prudent
Mortgage Lender at the date of such other policy;
MINIMUM SELLER SHARE means an amount included in the Current Seller
Share which is calculated in accordance with clause 9.2 of the
Mortgages Trust Deed and which, as at the 2007-1 Issuer Closing Date,
was [POUND]2,297,203,394.39;
MONTHLY CPR on any Normal Calculation Date means the total Principal
Receipts received during the period of one month (or, if shorter, from
and including the Initial Closing Date) ending on that Normal
Calculation Date divided by the aggregate Outstanding Principal
Balance of the Loans comprised in the Trust Property as at the
immediately preceding Normal Calculation Date;
MONTHLY PAYMENT means the amount which the relevant Mortgage Terms
require a Borrower to pay on each Monthly Payment Date in respect of
that Borrower's Loan;
MONTHLY PAYMENT DATE means the date on which interest (and principal
in relation to a repayment mortgage) is due to be paid by a Borrower
on a Loan or, if any such day is not a business day, the next
following business day;
MOODY'S means Moody's Investors Service Limited and includes any
successor to its rating business;
MORTGAGE ACCOUNT means all Loans secured on the same Property and
thereby forming a single mortgage account;
MORTGAGE CONDITIONS or LOAN CONDITIONS means the terms and conditions
applicable to a Loan as contained in the Seller's "Mortgage
Conditions" booklet for England and Wales or Scotland applicable from
time to time;
MORTGAGE SALE AGREEMENT means the mortgage sale agreement dated the
Initial Closing Date and made between the Seller, Funding 1, the
Mortgages Trustee and the Funding 1 Security Trustee in relation to
the sale of the Initial Portfolio and the sale of any New Portfolio to
the Mortgages Trustee from time to time, as amended and restated on
the Second Issuer Closing Date, the Third Issuer Closing Date, the
Fourth Issuer Closing Date, the Fifth Issuer Closing Date, the Sixth
Issuer Closing Date, the Seventh Issuer Closing Date, the Eighth
Issuer Closing Date and the Ninth Issuer Closing Date and as further
amended and restated on the Programme Date and on 21 November 2007 by
the Seller, Funding 1, Funding 2, the Mortgages Trustee, the Funding 1
Security Trustee and the Funding 2 Security Trustee (as the same may
be amended, restated, supplemented, replaced and/or novated from time
to time);
MORTGAGE TERMS means all the terms and conditions applicable to a
Loan, including without limitation the applicable Mortgage Conditions
and Offer Conditions;
MORTGAGEE means the person for the time being entitled to exercise the
rights of the mortgagee or heritable creditor (as applicable) under a
Mortgage;
MORTGAGES means first fixed charges by way of legal mortgage (in
relation to English Loans) and first ranking standard securities (in
relation to Scottish Loans) sold by the Seller to the Mortgages
Trustee pursuant to the Mortgage Sale Agreement, which secure the
repayment of the relevant Loans and MORTGAGE means any one of them;
51
MORTGAGES TRUST means the trust of the Trust Property as to both
capital and income, including the Initial Trust Property, held by the
Mortgages Trustee on trust absolutely for Funding 1 (as to the Funding
1 Share), Funding 2 (as to the Funding 2 Share) and the Seller (as to
the Seller Share) pursuant to the Mortgages Trust Deed;
MORTGAGES TRUST AVAILABLE PRINCIPAL RECEIPTS means the Principal
Receipts available to the Mortgages Trustee to distribute in
accordance with Clause 11 of the Mortgages Trust Deed;
MORTGAGES TRUST AVAILABLE REVENUE RECEIPTS means an amount equal to
the aggregate of the following amounts, as calculated on each
Calculation Date:
(a) Revenue Receipts on the Loans (but excluding Principal
Receipts); and
(b) interest payable to the Mortgages Trustee on the Mortgages
Trustee GIC Account; less
(c) Third Party Amounts,
which amounts may be paid daily from monies on deposit in the
Mortgages Trustee GIC Account;
MORTGAGES TRUST DEED means the mortgages trust deed made between the
Mortgages Trustee, Funding 1, the Seller and SFM Offshore Limited on
13 June 2002, as amended and restated on the Second Issuer Closing
Date, the Third Issuer Closing Date, the Fourth Issuer Closing Date,
the Fifth Issuer Closing Date, the Sixth Issuer Closing Date, the
Seventh Issuer Closing Date, the Eighth Issuer Closing Date, the Ninth
Issuer Closing Date and as further amended and restated on the
Programme Date and on 21 November 2007 by the Mortgages Trustee,
Funding 1, Funding 2, the Seller and SFM Offshore Limited (and as the
same may be amended, restated and/or supplemented from time to time);
MORTGAGES TRUST PRINCIPAL PRIORITY OF PAYMENTS means the order of
priority in which the Cash Manager applies Principal Receipts on the
Loans on each Distribution Date to each of Funding 1, Funding 2 and
the Seller, depending on whether a Trigger Event has occurred, as set
out in Clause 11 of the Mortgages Trust Deed;
MORTGAGES TRUST PRIORITY OF PAYMENTS means, as applicable, the
Mortgages Trust Revenue Priority of Payments or the Mortgages Trust
Principal Priority of Payments;
MORTGAGES TRUST REVENUE PRIORITY OF PAYMENTS means the order of
priority in which the Cash Manager applies the Mortgages Trust
Available Revenue Receipts on each Distribution Date, as set out in
clause 10 of the Mortgages Trust Deed;
MORTGAGES TRUSTEE means Permanent Mortgages Trustee Limited
(registered number 83116), a private company with limited liability
incorporated in Jersey, Channel Islands, whose registered office is at
47 Esplanade, St. Helier, Jersey JE1 0BD, Channel Islands;
MORTGAGES TRUSTEE COLLECTION ACCOUNT AMOUNTS means all amounts from
time to time standing to the credit of the Collection Account to the
extent that such amounts represent payments into the Collection
Account of sums derived or resulting from mortgage loans originated by
the Seller under the Halifax brand which have been sold to the
Mortgages Trustee pursuant to the Mortgage Sale Agreement;
MORTGAGES TRUSTEE CORPORATE SERVICES AGREEMENT means the agreement
dated the Initial Closing Date, as amended from time to time, and made
between the Mortgages Trustee Corporate Services Provider, the
Mortgages Trustee and the Security Trustee for the provision by the
Mortgages Trustee Corporate Services Provider of certain corporate
services and personnel to the Mortgages Trustee;
52
MORTGAGES TRUSTEE CORPORATE SERVICES FEE LETTER means the letter dated
the date of the Mortgages Trustee Corporate Services Agreement between
the Mortgages Trustee, the Mortgages Trustee Corporate Services
Provider and the Security Trustee, setting out the amount of fees
payable to the Mortgages Trustee Corporate Services Provider by the
Mortgages Trustee;
MORTGAGES TRUSTEE CORPORATE SERVICES PROVIDER means SFM Offshore
Limited or such other person or persons for the time being acting as
corporate services provider to the Mortgages Trustee under the
Mortgages Trustee Corporate Services Agreement;
MORTGAGES TRUSTEE GIC ACCOUNT means the account in the name of the
Mortgages Trustee (sort code 12-24-55, account number 00998406) held
at the Account Bank and maintained subject to the terms of the
Mortgages Trustee Guaranteed Investment Contract and the Bank Account
Agreement, or such additional or replacement bank account as may for
the time being be in place with the prior consent of the Security
Trustee and the Rating Agencies;
MORTGAGES TRUSTEE GIC ACCOUNT AGREEMENT has the same meaning as
MORTGAGES TRUSTEE GUARANTEED INVESTMENT CONTRACT;
MORTGAGES TRUSTEE GIC ACCOUNT MANDATE means the bank account mandate
between the Mortgages Trustee and the Account Bank relating to the
operation of the Mortgages Trustee GIC Account;
MORTGAGES TRUSTEE GIC BALANCE means, on any day during an Interest
Period, the amount standing to the credit of the Mortgages Trustee GIC
Account as at the opening of business on such day;
MORTGAGES TRUSTEE GIC PROVIDER means initially The Governor and
Company of the Bank of Scotland and from the Reorganisation Date, Bank
of Scotland acting pursuant to the Mortgages Trustee Guaranteed
Investment Contract and/or such other person for the time being acting
as provider of a guaranteed investment contract to the Mortgages
Trustee;
MORTGAGES TRUSTEE GIC RATE means the rate of interest accruing on the
balance standing to the credit of the Mortgages Trustee GIC Account
equal to a rate of three month LIBOR less 0.25% per annum;
MORTGAGES TRUSTEE GUARANTEED INVESTMENT CONTRACT or MORTGAGES TRUSTEE
GIC ACCOUNT AGREEMENT means the guaranteed investment contract entered
into on the Initial Closing Date between the Mortgages Trustee, the
Mortgages Trustee GIC Provider, the Cash Manager and the Security
Trustee in relation to interest to be earned on the Mortgages Trustee
GIC Balance (as the same may be amended, restated, supplemented,
replaced and/or novated from time to time);
MORTGAGES TRUSTEE LEDGERS means the Principal Ledger, the Revenue
Ledger, the Losses Ledger, and the Funding 1 Share/Funding 2
Share/Seller Share Ledger;
MORTGAGES TRUSTEE TRACKER RATE means the rate of interest applicable
to Tracker Rate Loans in the Portfolio (before applying any cap or
minimum rate) incorporating a margin set, other than in limited
circumstances, by the Servicer from time to time pursuant to clause
4.1 of the Servicing Agreement;
MORTGAGES TRUSTEE VARIABLE BASE RATE means the variable base rate
applicable to Variable Rate Loans in the Portfolio as set, other than
in limited circumstances, by the Servicer from time to time pursuant
to clause 4.1 of the Servicing Agreement;
NEW BULLET TERM ADVANCE means any term advance made under a New
Intercompany Loan Agreement where the full amount of principal in
respect of that term advance is scheduled for repayment on a single
interest payment date (other than the final repayment date);
53
NEW DEED OF ACCESSION means, as the context requires, (a) with respect
to any Funding 1 Issuer, any new deed of accession to the Funding 1
Deed of Charge and the Second Supplemental Funding 1 Deed of Charge
entered into on any New Issuer Closing Date between Funding 1, each
such Issuer, the Corporate Services Provider, the Account Bank, the
Security Trustee, the Seller, each Start-up Loan Provider, the Cash
Manager, the Funding 1 Swap Provider and the Funding 1 Liquidity
Facility Provider as supplemented, amended and/or restated from time
to time and (b) with respect to any Funding 2 Issuer, any new deed of
accession to the Funding 2 Deed of Charge entered into on any Closing
Date or New Issuer Closing Date (as applicable) between Funding 2,
each such Issuer, the Corporate Services Provider, the Account Bank,
the Funding 2 Security Trustee, the Seller, each Start-up Loan
Provider, the Cash Manager and the Funding 2 Swap Provider, (in each
case) as supplemented, amended and/or restated from time to time;
NEW FUNDING BENEFICIARY means an entity that has acceded to the
Mortgages Trust Deed as a Beneficiary of the Mortgages Trust.
NEW FUNDING 1 SECURED CREDITOR means such other creditor of Funding 1
who accedes to the Funding 1 Deed of Charge and the Second
Supplemental Funding 1 Deed of Charge from time to time including
pursuant to an Accession Undertaking;
NEW FUNDING 1 START-UP LOAN means a loan issued to Funding 1 under a
New Start-up Loan Agreement;
NEW FUNDING 1 SWAP means a new swap under the existing Funding 1 Swap
Agreement;
NEW FUNDING 2 SECURED CREDITOR means such other creditor of Funding 2
who accedes to the Funding 2 Deed of Charge from time to time
including pursuant to an Accession Undertaking;
NEW FUNDING 2 START-UP LOAN means a loan issued to Funding 2 under a
New Start-up Loan Agreement;
NEW FUNDING 2 SWAP means a new swap under the existing Funding 2 Swap
Agreement;
NEW INTERCOMPANY LOAN means a Loan under a New Intercompany Loan
Agreement;
NEW INTERCOMPANY LOAN AGREEMENT means a new intercompany loan
agreement entered into between Funding 1 or Funding 2 and a New Issuer
in relation to a New Intercompany Loan;
NEW INTERCOMPANY LOAN CONFIRMATION means a new Intercompany Loan
Confirmation confirming the principal terms of a New Intercompany Loan
Agreement;
NEW ISSUER means a new wholly-owned subsidiary of Holdings, which may
be established to issue New Notes and to make a New Intercompany Loan
to, as the context requires, Funding 1 or Funding 2;
NEW ISSUER CLOSING DATE means the date of any new issue of New Notes
by a New Issuer;
NEW ISSUER LIQUIDITY FACILITY PROVIDER means a new liquidity facility
provider to Funding 1 and/or, as the context may require, to a New
Issuer;
NEW ISSUER SECURED CREDITORS means the secured creditors of any New
Issuer;
NEW ISSUER SECURITY means security created by any New Issuer;
54
NEW ISSUER SWAP PROVIDER means any entity who enters into a hedging
arrangement with a New Issuer;
NEW ISSUER TRANSACTION DOCUMENT means any document or agreement to
which any New Issuer is a party (together the NEW ISSUER TRANSACTION
DOCUMENTS);
NEW LOANS means Loans, other than the Initial Loans, which the Seller
may sell or has sold, to the Mortgages Trustee after the Initial
Closing Date pursuant to the Mortgage Sale Agreement;
NEW LOAN TRANCHE means any loan tranche entered into between a Funding
2 Issuer and Funding 2 pursuant to a New Intercompany Loan Agreement;
NEW LOAN TYPE means, on any date, a type of Loan:
(a) which has one or more features (including, without limitation,
relating to the applicable lending criteria used to originate
such type of Loan, the purpose of such type of Loan, the
manner of calculating interest or fixing the interest rate in
relation to such type of Loan and/or the terms for repayment
of principal in relation to such type of Loan) which mean that
such type of Loan is generally regarded as a distinct category
of mortgage loan within the UK mortgage industry and/or by one
of more of the Rating Agencies; and
(b) where no such type of Loan is at that date, or has previously
been, comprised in the Mortgages Trust,
(and such types include Flexible Loans, Home Owner Loans, Deedstore
Loans, capped rate loans, buy-to-let loans, right-to-buy loans,
limited recourse loans, equity release loans and drawdown loans as at
the Initial Closing Date);
NEW NOTES means the notes issued and/or to be issued by the New
Issuers to investors;
NEW PORTFOLIO means the portfolio of Loans and their Related Security
(other than any Loan and its Related Security which has been redeemed
in full on or before the Sale Date), particulars of which are set out
in the relevant New Portfolio Notice or in a document stored upon
electronic media (including, but not limited to, a CD-ROM), and all
right, title, interest and benefit of the Seller in and to:
(a) all payments of principal and interest (including, for the
avoidance of doubt, all Accrued Interest, Arrears of Interest,
Capitalised Expenses and Capitalised Arrears) and other sums
due or to become due in respect of such Loans and their
Related Security including, without limitation, the right to
demand, sue for, recover and give receipts for all principal
monies, interest and costs and the right to sue on all
covenants and any undertakings made or expressed to be made in
favour of the Seller (or to which the Seller is entitled)
under the applicable Mortgage Terms;
(b) subject where applicable to the subsisting rights of
redemption of Borrowers, all Deeds of Consent, Deeds of
Postponement, MHA Documentation and all third party guarantees
and any other collateral security for the repayment of the
relevant New Loans secured by the relevant New Mortgages;
(c) the right to exercise all the powers of the Seller in relation
thereto;
(d) all the estate and interest in the relevant Properties vested
in the Seller or heritable interest in respect of which the
Seller is the uninfeft proprietor;
55
(e) each relevant Certificate of Title and Valuation Report and
any right of action of the Seller against any solicitor,
licensed conveyancer, qualified conveyancer, valuer, registrar
or registry or other person in connection with any report,
valuation, opinion, certificate or other statement of fact or
opinion given or received in connection with all or part of
any Loan and its Related Security or affecting the decision of
the Seller to make or offer to make all or part of the
relevant Loan;
(f) all right, title and interest of the Seller (including,
without limitation, the proceeds of all claims) to which the
Seller is entitled under the Buildings Policies and the
Properties in Possession Cover;
(g) the MIG Policies, so far as they relate to the New Loans
comprised in the relevant portfolio of Loans and their Related
Security, including the right to receive the proceeds of any
claims; and
(h) all proceeds from the enforcement of such Loans and their
Related Security;
NEW PORTFOLIO NOTICE means a notice substantially in the form set out
in Schedule 12 to the Mortgage Sale Agreement served in accordance
with the terms of the Mortgage Sale Agreement;
NEW RELATED SECURITY means the Related Security for the New Loans
(including any Mortgages) sold to the Mortgages Trustee by the Seller;
NEW SCHEDULED AMORTISATION TERM ADVANCE means any Term Advance made
under a New Intercompany Loan Agreement which is referred to as a
Scheduled Amortisation Term Advance in the offering document or
prospectus relating to any relevant New Issuer;
NEW START-UP LOAN AGREEMENT means a loan agreement under which the
Start-up Loan Provider or a New Start-up Loan Provider shall provide
Funding 1 or Funding 2 with a New Start-up Loan for the purposes of
meeting the costs of the issue of New Notes and/or further funding the
Reserve Fund, if required;
NEW START-UP LOAN PROVIDER means, as the context requires, (a) an
entity who shall supply a New Start-up Loan to Funding 1 or (b) an
entity who shall supply a New Start-Up Loan to Funding 2;
NEW TERM ADVANCE means an advance of funds by a New Issuer to Funding
1 under the terms of a New Intercompany Loan Agreement, which advance
is funded by a corresponding class of New Notes;
NEW YORK BUSINESS DAY means a day (other than a Saturday or a Sunday)
on which banks are generally open for business (including dealings in
foreign currency) in the city of New York;
NINTH ISSUER means Permanent Financing (No. 9) PLC (registered number
5711074), 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;
NINTH ISSUER CLOSING DATE means 22 March 2006;
NINTH ISSUER INTERCOMPANY LOAN AGREEMENT means the Ninth Issuer
Intercompany Loan Confirmation and the Intercompany Loan Terms and
Conditions together entered into on the Ninth Issuer Closing Date by
the Ninth Issuer, Funding 1 and the Security Trustee (as the same may
be amended, restated, supplemented, replaced and/or novated from time
to time);
56
NINTH ISSUER SECURITY means the security created by the Ninth Issuer
pursuant to the Ninth Issuer Deed of Charge in favour of the Ninth
Issuer Secured Creditors;
NINTH START-UP LOAN means the start-up loan that the Ninth Start-up
Loan Provider made available to Funding 1 pursuant to the Ninth
Start-up Loan Agreement;
NINTH START-UP LOAN AGREEMENT means the agreement entered into on the
Ninth Issuer Closing Date between Funding 1, the Ninth Start-up Loan
Provider and the Security Trustee relating to the provision of the
Ninth Start-up Loan to Funding 1 (as the same may be amended,
restated, supplemented, replaced and/or novated from time to time);
NINTH START-UP LOAN PROVIDER means initially Halifax and as of the
Reorganisation Date, Bank of Scotland in its capacity as provider of
the Ninth Start-up Loan;
NON-ASSET TRIGGER EVENT means the occurrence of any of the following
events on a Calculation Date:
(a) an Insolvency Event occurs in relation to the Seller on or
about that Calculation Date;
(b) the role of the Seller as Servicer under the Servicing
Agreement is terminated and a new Servicer is not appointed
within 30 days of such termination;
(c) as at the Calculation Date immediately preceding the relevant
Calculation Date the Current Seller Share is equal to or less
than the Minimum Seller Share; or
(d) on any Calculation Date, the aggregate outstanding principal
balance of Loans comprising the Trust Property is less than
the required loan balance amount specified in the most recent
prospectus supplement or is less than the amount as may be
required to be maintained as a result of any new Funding 1
Issuers providing new Term Advances to Funding 1 and/or the
Master Issuer advancing new Loan Tranches to Funding 2 which
Funding 1 and/or Funding 2, as the case may be uses to pay to
the Seller and/or Funding 1 or Funding 2, as the case may be,
for an increase in its share of the Trust Property and/or to
pay the Seller for the sale of new Loans for the Mortgages
Trustee;
NORMAL CALCULATION DATE means the first day (or, if not a London
Business Day, the next succeeding London Business Day) of each month;
NOTE ACCELERATION NOTICE means a First Issuer Note Acceleration
Notice, a Second Issuer Note Acceleration Notice, a Third Issuer Note
Acceleration Notice, a Fourth Issuer Note Acceleration Notice, a Fifth
Issuer Note Acceleration Notice, a Sixth Issuer Note Acceleration
Notice, a Seventh Issuer Note Acceleration Notice, an Eighth Issuer
Note Acceleration Notice, a Ninth Issuer Note Acceleration Notice, a
Master Intercompany Loan Acceleration Notice or such other
acceleration notice served in relation to the Notes pursuant to the
relevant terms and conditions thereof;
NOTE DETERMINATION DATE means, as the context requires, two Business
Days prior to (a) each Funding 1 Interest Payment Date or (b) each
Funding 2 Interest Payment Date, as applicable;
NOTE EVENT OF DEFAULT means the occurrence of an event of default by
the relevant Issuer as specified in the relevant Conditions of the
Notes (including a First Issuer Note Event of Default, a Second Issuer
Note Event of Default, a Third Issuer Note Event of Default, a Fourth
Issuer Note Event of Default, a Fifth Issuer Note Event of Default, a
Sixth Issuer Note Event of Default, a Seventh Issuer Note Event of
Default, an Eighth Issuer Note Event of Default, a Ninth Issuer Note
Event of Default or a Master Issuer Note Event of Default);
57
NOTE TRUSTEE means The Bank of New York, acting through its office at
48th Floor, One Canada Square, London E14 5AL or such other persons or
companies as may from time to time be appointed as Note Trustee (or
co-trustee) pursuant to, as the context requires, (a) the First Issuer
Trust Deed and/or the Second Issuer Trust Deed and/or the Third Issuer
Trust Deed and/or the Fourth Issuer Trust Deed and/or the Fifth Issuer
Trust Deed and/or the Sixth Issuer Trust Deed and/or the Seventh
Issuer Trust Deed and/or the Eighth Issuer Trust Deed and/or the Ninth
Issuer Trust Deed and/or (b) any Master Issuer Trust Deed;
NOTES means, as the context requires, (a) the Funding 1 Issuer Notes
and/or (b) the notes issued by the Master Issuer pursuant to Condition
15 of the terms and conditions set out in the Master Issuer Trust
Deed;
NOTICE OF EXTENSION has the meaning given in Clause 2.3(c) of the
Funding 1 Liquidity Facility Agreement;
NOVATION CERTIFICATE means a certificate, to effect a novation of the
Funding 1 Liquidity Facility under the Funding 1 Liquidity Facility
Agreement, substantially in the form set out in Schedule 4 to the
Funding 1 Liquidity Facility Agreement;
OFFER CONDITIONS means the terms and conditions applicable to a
specified Loan as set out in the relevant offer letter to the
Borrower;
ORIGINAL BULLET TERM ADVANCE means, as the context requires, (a) in
respect of Funding 1, a Term Advance which at any time has been a
Bullet Term Advance (even if such Term Advance has subsequently become
a Pass-Through Term Advance) or (b) in respect of Funding 2, a Rated
Loan Tranche which at any time has been a Bullet Loan Tranche (even if
such Loan Tranche has subsequently become a Pass-Through Loan
Tranche);
ORIGINAL MORTGAGE SALE AGREEMENT means the Mortgage Sale Agreement
dated the Initial Closing Date and made between the Seller, Funding 1,
the Mortgages Trustee and the Funding 1 Security Trustee;
ORIGINAL PASS-THROUGH TERM ADVANCE means, as the context requires, (a)
in respect of Funding 1, a Term Advance which, at the time it was
advanced, was a Pass-Through Term Advance or (b) in respect of Funding
2, a Rated Loan Tranche which, at the time it was advanced, was a
Pass-Through Loan Tranche;
ORIGINAL SCHEDULED AMORTISATION INSTALMENT means, as the context
requires, (a) that part of a Term Advance which at any time has been a
Scheduled Amortisation Instalment (even if such Term Advance has
subsequently become a Pass-Through Term Advance) or (b) that part of a
Rated Loan Tranche which at any time has been a Scheduled Amortisation
Instalment (even if such Rated Loan Tranche has subsequently become a
Pass-Through Loan Tranche);
ORIGINAL SCHEDULED AMORTISATION TERM ADVANCE means, as the context
requires, (a) a Term Advance which at any time has been a Scheduled
Amortisation Term Advance (even if such Term Advance has subsequently
become a Pass-Through Term Advance) or (b) a Loan Tranche which at any
time has been a Scheduled Amortisation Loan Tranche (even if such Loan
Tranche has subsequently become a Pass-Through Loan Tranche);
OUTSTANDING PRINCIPAL BALANCE:
(a) in relation to a Loan at any date (the DETERMINATION DATE),
means the aggregate principal balance of the Loan at such date
(but avoiding double counting) including:
58
(i) the Initial Advance;
(ii) Capitalised Expenses;
(iii) Capitalised Arrears; and
(iv) an increase in the principal amount due under that
Loan due to the Borrower making Flexible Loan
Drawings, Home Cash Reserve Drawings and/or taking
Payment Holidays or making Underpayments,
in each case relating to such Loan less any prepayment,
repayment or payment of the foregoing made on or prior to the
determination date;
(b) in relation to an Intercompany Loan at any date, means the
unpaid principal balance of that Intercompany Loan at that
date (including any capitalised arrears) or, as the context so
requires, (a) of a Term Advance made under that Intercompany
Loan or (b) of a Loan Tranche made under that Intercompany
Loan; and
(c) in relation to any Notes at any date, means the unpaid
principal balance of those Notes, or, as the context so
requires, any series and/or class of such Notes as at that
date;
OVERPAYMENT means a payment by a Borrower in an amount greater than
the Monthly Payment then due on the Loan;
PASS-THROUGH LOAN TRANCHE means, in relation to Funding 2, a Rated
Loan Tranche which has no specified repayment dates other than the
Final Repayment Date. If an event specified for a Bullet Loan Tranche,
a Scheduled Repayment Loan Tranche or a Controlled Amortisation Loan
Tranches in the applicable Loan Tranche Supplement occurs or if a
Step-Up Date (if any) in relation to such Loan Tranche occurs or if a
Pass-Through Trigger Event occurs, then that Loan Tranche will be
deemed to be a Pass-Through Loan Tranche;
PASS-THROUGH REPAYMENT RESTRICTIONS means, at any time on a Funding 1
Interest Payment Date or, if the context requires, on a Funding 2
Interest Payment Date, no amount may be applied in repayment of any
Original Pass-Through Term Advance or Pass-Through Loan Tranche,
respectively, unless:
(a) the sum of the Cash Accumulation Ledger Amount and the amount
of Funding 1 Available Principal Receipts or Funding 2
Available Principal Receipts, as applicable, after the
application of items (a), (b) and (c) and before item (d) of
the Funding 1 Pre-Enforcement Principal Priority of Payments
or the Funding 2 Pre-Enforcement Principal Priority of
Payment, as applicable,
is greater than or equal to:
(b) the sum of the Cash Accumulation Liability and the aggregate
amount of all Original Pass-Through Term Advances or Original
Pass-Through Loan Tranches, as applicable, which are due and
payable as at that time;
PASS-THROUGH TERM ADVANCE means, as the context requires, (a) a Term
Advance which has no Scheduled Repayment Date(s) other than a Final
Repayment Date or, if a Trigger Event occurs or, the relevant Issuer
Security and/or Funding 1 Security is enforced, the Bullet Term
Advance or the Scheduled Amortisation Term Advance will be deemed to
be a Pass-Through Term Advance or (b) a Loan Tranche which has no
Scheduled Repayment Date(s) other than a Final Repayment Date or, if a
Trigger Event occurs or, the Master Issuer Security and/or Funding 2
Security is enforced, the
59
Bullet Loan Tranche or the Scheduled Amortisation Loan Tranche will be
deemed to be a Pass-Through Loan Tranche;
PAYABLE PASS-THROUGH TERM ADVANCES in relation to the Intercompany
Loan has the meaning given in Part 2 of Schedule 3 to the Funding 1
Deed of Charge;
PASS-THROUGH TRIGGER EVENT means any of the following events: (a) a
Trigger Event, (b) the service of a Note Acceleration Notice by the
Note Trustee on the Master Issuer; or (c) the service of a Master
Intercompany Loan Enforcement Notice by the Funding 2 Security Trustee
on the Master Issuer;
PAYMENT HOLIDAY means the period of time that a Borrower under a Loan
refrains from making payments of interest and principal on his Loan as
expressly permitted by the terms of the Borrower's Loan;
PECOH means Permanent PECOH Limited (registered number 4267666), a
limited company incorporated under the laws of England and Wales,
whose registered office is at 35 Great St. Helen's, London EC3A 6AP;
PECOH CORPORATE SERVICES AGREEMENT means, in respect of PECOH Holdings
and PECOH, the agreement dated the Eighth Issuer Closing Date and made
between the PECOH Corporate Services Provider, the Share Trustee,
PECOH Holdings, PECOH, Halifax and the Security Trustee for the
provision by the PECOH Corporate Services Provider of certain
corporate services and personnel for PECOH Holdings and PECOH (as the
same may be amended, restated, supplemented, replaced and/or novated
from time to time);
PECOH CORPORATE SERVICES PROVIDER means Structured Finance Management
Limited or such other person or persons for the time being acting as
corporate services provider to PECOH and PECOH Holdings under the
PECOH Corporate Services Agreement;
PECOH HOLDINGS means Permanent PECOH Holdings Limited (registered
number 5468381), a limited company incorporated under the laws of
England and Wales, whose registered office is at 35 Great St. Helen's
London EC3A 6AP;
PERFECTION means the perfection of certain matters relating to the
sale and purchase of the Portfolio as contemplated in, pursuant to and
in accordance with Clause 6 of the Mortgage Sale Agreement;
PERSONAL DATA means any information of whatever nature satisfying the
definition of 'personal data' in the Act that, by whatever means, is
provided to the Data Processor by the Data Controller, is accessed by
the Data Processor on the authority of the Data Controller or is
otherwise received by the Data Processor on the Data Controller's
behalf, for the purposes of the Processing specified in clause 3.1(a)
of the Data Processor Agreement;
PORTFOLIO means the Initial Portfolio and any New Portfolio;
POTENTIAL INTERCOMPANY LOAN EVENT OF DEFAULT means the occurrence of
any event which with the giving of notice, any relevant certificate,
the lapse of time or fulfilment of any other condition (or any
combination of the foregoing) would become an Intercompany Loan Event
of Default;
POTENTIAL MASTER INTERCOMPANY LOAN EVENT OF DEFAULT means the
occurrence of any event which with the giving of notice, any relevant
certificate, the lapse of time or fulfilment of any other condition
(or any combination of the foregoing) would become a Master
Intercompany Loan Event of Default;
60
POTENTIAL NOTE EVENT OF DEFAULT means the occurrence of any event
which with the giving of notice, any relevant certificate, the lapse
of time or fulfilment of any other conditions, (or any combination of
the foregoing) would become a Note Event of Default;
PRE-ENFORCEMENT PRINCIPAL PRIORITY OF PAYMENTS means the Funding 1
Pre-Enforcement Principal Priority of Payments or the Funding 2
Pre-Enforcement Principal Priority of Payments, as applicable;
PRINCIPAL DEFICIENCY means any losses arising in relation to a Loan in
the Portfolio which causes a shortfall in the amount available to pay
principal on the Term Advances or Loan Tranches, as applicable;
PRINCIPAL DEFICIENCY LEDGER means, as the context requires, (a) the
Funding 1 Principal Deficiency Ledger in respect of Funding 1 or (b)
the Funding 2 Principal Deficiency Ledger in respect of Funding 2, as
applicable;
PRINCIPAL DEFICIENCY SUB-LEDGER means, as the context requires, (a)
the Funding 1 Principal Deficiency Sub-Ledger in respect of Funding 1
or (b) the Funding 2 Principal Deficiency Sub-Ledger in respect of
Funding 2, as applicable;
PRINCIPAL ISSUERS has the meaning given in Clause 5.4 of the Funding 1
Deed of Charge;
PRINCIPAL LEDGER means, as the context requires either (a) the Funding
1 Principal Ledger or (b) the Funding 2 Principal Ledger;
PRINCIPAL PAYMENT RATE or PPR means the average monthly rolling
principal payment rate on the Loans for the 12 months immediately
preceding the relevant Distribution Date calculated on each such date
by:
(a) dividing (i) the aggregate Principal Receipts received in
relation to the Loans during the immediately preceding month
on such calculation date by (ii) the aggregate Outstanding
Principal Balance of the Loans on the previous calculation
date;
(b) aggregating the result of the calculation in (a) above with
the results of the equivalent calculation made on each of the
eleven most recent calculation dates during the relevant 12
month period; and
(c) dividing the result of the calculation in (b) above by 12;
PRINCIPAL RECEIPTS means any payment in respect of principal received
in respect of any Loan (including payments pursuant to any Insurance
Policies), whether as all or part of a Monthly Payment in respect of
such Loan, on redemption (including partial redemption) of such Loan,
on enforcement of such Loan (including the proceeds of sale of the
relevant Property) or on the disposal of such Loan plus on any Monthly
Payment Date an amount equal to the amount (if any) by which arrears
in respect of the Loans comprised in the Portfolio on the relevant
Closing Date exceeds such arrears on such Monthly Payment Date
(without double counting but including principal received or treated
as received after completion of the enforcement procedures);
PRINCIPAL TERM ADVANCES has the meaning given in Clause 5.4 of the
Funding 1 Deed of Charge;
PRINCIPAL LOAN TRANCHES has the meaning given in Clause 5.4 of the
Funding 2 Deed of Charge;
PROCESSING has the meaning given in the Act;
61
PRODUCT SWITCH means a variation to the financial terms or conditions
included in the Mortgage Terms applicable to a Loan other than:
(a) any variation agreed with a Borrower to control or manage
arrears on a Loan;
(b) any variation to the interest rate as a result of Borrowers
being linked to HVR2;
(c) any variation in the maturity date of a Loan unless, while, as
the context requires, (a) any Funding 1 Intercompany Loan is
outstanding, it is extended beyond June 2040 and/or (b) while
any Loan Tranche is outstanding, it is extended beyond June
2040;
(d) any variation imposed by statute;
(e) any variation of the rate of interest payable in respect of
the Loan where that rate is offered to the Borrowers of more
than 10% of the Outstanding Principal Balance of Loans in the
Trust Property in any Interest Period; or
(f) any variation in the frequency with which the interest payable
in respect of the Loan is charged;
PROGRAMME means the Master Issuer mortgage backed note programme dated
the Programme Date;
PROGRAMME DATE means 17 October 2006;
PROPERTIES IN POSSESSION COVER means in relation to policies issued
before 1 January 2004, the properties in possession cover written by
Royal & Sun Alliance Insurance plc and in relation to policies or
renewals issued on or after 1 January 2004, the properties in
possession cover written by St Andrew's Insurance, in favour of the
Seller and any endorsements or extensions thereto as issued from time
to time, or any such similar alternative or replacement policy or
policies as may in future be issued in favour of the Seller;
PROPERTY means a freehold, heritable or leasehold property (or in
Scotland a property held under a long lease) which is subject to a
Mortgage;
PROVISIONAL PORTFOLIO means the portfolio of Loans and their Related
Security, particulars of which are set out in Part 1 of the Exhibit to
the Original Mortgage Sale Agreement or in a document stored upon
electronic media (including, but not limited to, a CD-ROM), and all
right, title, interest and benefit of the Seller in and to:
(a) all payments of principal and interest (including, for the
avoidance of doubt, all Accrued Interest, Arrears of Interest,
Capitalised Expenses and Capitalised Arrears) and other sums
due or to become due in respect of such Loans and their
Related Security including, without limitation, the right to
demand, sue for, recover and give receipts for all principal
monies, interest and costs and the right to sue on all
covenants and any undertakings made or expressed to be made in
favour of the Seller under the applicable Mortgage Terms;
(b) subject where applicable to the subsisting rights of
redemption of Borrowers, all Deeds of Consent, Deeds of
Postponement, MHA Documentation and all third party guarantees
and any other collateral security for the repayment of the
relevant Loans secured by the relevant Mortgages;
(c) the right to exercise all the powers of the Seller in relation
thereto;
(d) all the estate and interest in the relevant Properties vested
in the Seller;
62
(e) each relevant Certificate of Title and Valuation Report and
any right of action of the Seller against any solicitor,
licensed conveyancer, qualified conveyancer, valuer, registrar
or registry or other person in connection with any report,
valuation, opinion, certificate or other statement of fact or
opinion given or received in connection with all or part of
any Loan and its Related Security or affecting the decision of
the Seller to make or offer to make all or part of the
relevant Loan;
(f) all rights, title and interests of the Seller (including,
without limitation, the proceeds of all claims) to which the
Seller is entitled under the Buildings Policies and the
Properties in Possession Cover;
(g) the MIG Policies, so far as they relate to the Loans comprised
in the relevant portfolio of Loans and their Related Security,
including the right to receive the proceeds of any claims; and
(h) all proceeds from the enforcement of such Loans and their
Related Security;
PURCHASE PRICE means (a) in respect of the Initial Portfolio, the
amount payable therefor by the Mortgages Trustee pursuant to Clause
3.3 (Purchase Price) of the Mortgage Sale Agreement; and (b) in
respect of each New Mortgage Portfolio, the amount payable therefor by
the Mortgages Trustee pursuant to Clause 4.4 (Purchase Price) of the
Mortgage Sale Agreement;
QUALIFYING LENDER means a lender which is (on a date that any payment
of interest to it under the Funding 1 Liquidity Documents falls due):
(a) in respect of an advance made under a Funding 1 Liquidity
Document by a person that was a bank (as defined in section
991 of the Income Tax Act 2007 for the purpose of section 879
of the Income Tax Act 2007) at the time that such advance was
made, such bank or a person, which in either case is within
the charge to United Kingdom corporation tax as regards any
payments of interest received by it under the Funding 1
Liquidity Documents and which is the beneficial owner of that
interest at the time the interest is paid; or
(b) (i) a company resident in the United Kingdom for United
Kingdom Tax purposes; or
(ii) a partnership each member of which is:
(A) a company resident in the United Kingdom for
United Kingdom Tax purposes; or
(B) a company not so resident in the United Kingdom
which carries on a trade in the United Kingdom
through a permanent establishment and which
brings into account in computing its chargeable
profits (within the meaning of section 11(2)
ICTA) the whole of any share of interest payable
under a Funding 1 Liquidity Document that falls
to it by reason by sections 114 and 115 ICTA;
(iii) a company not so resident in the United Kingdom which
carries on a trade in the United Kingdom through a
permanent establishment and which brings into account
in computing its chargeable profits (within the
meaning of section 11(2) ICTA) payments of interest
made to it under a Funding 1 Liquidity Document,
which, in each case, is beneficially entitled to the relevant
payment of interest made to it under the Funding 1 Liquidity
Documents at the time the interest is paid; or
63
(c) a Treaty Lender; or
(d) a building society authorised under the Building Societies Act
1986 and entitled to receive interest without deduction or
withholding on account of United Kingdom Tax to which the
Income Tax (Building Societies) (Dividends and Interest)
Regulations 1990 (or other regulations made under section
477A(1) of ICTA) apply;
QUARTERLY CPR on any date means the average of the three most recent
CPRs;
RATED LOAN TRANCHE means a Loan Tranche that corresponds to a Series
and Class of Notes;
RATED LOAN TRANCHE REPAYMENT REQUIREMENT means the Repayment
Requirement pursuant to which on a Calculation Date, the amount, if
any, by which the aggregate of all amounts that will be payable by
Funding 2 on the next Funding 2 Interest Payment Date as described in
paragraphs 2.1 (d) to (f) (inclusive) of Part 2 of Schedule 3 to the
Funding 2 Deed of Charge (in each case) on the basis:
(a) that there would be no deferral in relation to Loan Tranches
pursuant to Rule (1) set out in paragraph 2.2(a) of Part 2 of
Schedule 3;
(b) that where Rule (2) or Rule (3) as set out in paragraph 2.2(a)
of Part 2 of Schedule 3 applies to an Intercompany Loan, the
amount so payable by Funding 2 in respect of Loan Tranches
(other than Bullet Loan Tranches and Scheduled Amortisation
Instalments) under that Intercompany Loan shall be treated as
the lesser of (i) the amount due and payable in respect of
those Loan Tranches, and (ii) the product of (A) the Funding 2
Share Percentage, as at the start of the most recently ended
Calculation Period (provided that if, during the most recently
ended Calculation Period, Loans and their Related Security are
sold to the Mortgages Trustee or Funding 2 has acquired part
of the Seller Share of the Trust Property from the Seller,
then the Funding 2 Share Percentage will be calculated for
purposes of this paragraph as the weighted average of Funding
2 Share Percentages as of the first day of such Calculation
Period and as of the date immediately after such sale or
acquisition), (B) the aggregate amount of Principal Receipts
received by the Mortgages Trustee during the most recently
ended Calculation Period (C) the Outstanding Principal Balance
of Intercompany Loan A (in the case of Rule (2)) or
Intercompany Loan B (in the case of Rule (3)), or the Series A
Rated Loan Tranches, divided by the aggregate Outstanding
Principal Balance of all Intercompany Loans (excluding
Subordinated Loan Tranches and Start-up Loan Tranches), each
as of the most recent Funding 2 Interest Payment Date, as
applicable;
(c) that Loan Tranches will be treated as due and payable if they
are already due and payable, or would become due and payable
on or before the next Funding 2 Interest Payment Date, as
applicable, if all Principal Receipts were paid to Funding 2
on that Calculation Date; and
(d) excluding amounts due and payable in respect of or Bullet Loan
Tranches and Scheduled Amortisation Instalments,
exceeds the sum of:
(i) the amounts standing to the credit of the Funding 2 Principal
Ledger as at the last Funding 2 Interest Payment Date (which
amount was not distributed on that Funding 2 Interest Payment
Date to the Master Issuer); and
(ii) the sum of each Repayment Requirement amount paid to or
Funding 2, as applicable, on a previous Distribution Date
during the relevant interest period;
64
RATING AGENCIES means Standard & Poor's, Moody's and Fitch;
REASONABLE, PRUDENT MORTGAGE LENDER means a reasonably prudent prime
residential mortgage lender lending to borrowers in England, Wales and
Scotland who generally satisfy the lending criteria of traditional
sources of residential mortgage capital;
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, as the
context requires, (a) the Funding 1 Charged Property by the Funding 1
Security Trustee pursuant to Clause 13.1 of the Funding 1 Deed of
Charge or (b) the Funding 2 Charged Property by the Funding 2 Security
Trustee pursuant to Clause 13.1 of the Funding 2 Deed of Charge;
REDEMPTION FEE means the standard redemption fee charged to the
Borrower by the Seller where the Borrower makes a repayment of the
full outstanding principal of a Loan;
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 agent bank
from time to time pursuant to the Ninth Issuer Paying Agent and Agent
Bank Agreement or, as the context may require, the Eighth Issuer
Paying Agent and Agent Bank, the Seventh Issuer Paying Agent and Agent
Bank Agreement, the Sixth Issuer Paying Agent and Agent Bank
Agreement, the Fifth Issuer Paying Agent and Agent Bank Agreement, the
Fourth Issuer Paying Agent and Agent Bank Agreement, the Third Issuer
Paying Agent and Agent Bank Agreement, the Second Issuer Paying Agent
and Agent Bank Agreement or First Issuer Paying Agent and Agent Bank
Agreement, or as the context may require, any Master Issuer Paying
Agent and Agent Bank Agreement;
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;
REGISTERED TRANSFER means a deed of transfer of a Mortgage or
Mortgages over Registered Land substantially in the form set out in
Schedule 2 to the Mortgage Sale Agreement with such modifications as
may be required from time to time;
RELATED SECURITY means, in relation to a Loan, the security for the
repayment of that Loan including the relevant Mortgage and all other
matters applicable thereto acquired as part of the Portfolio sold to
the Mortgages Trustee pursuant to Clause 2.1 or Clause 4.1 of the
Mortgage Sale Agreement including (without limitation):
(a) the benefit of all affidavits, consents, renunciations,
guarantees, indemnities, waivers and postponements
(including, without limitation, Deeds of Consent, Deeds of
Postponement and MHA Documentation) from occupiers and other
persons having an interest in or rights in connection with
the relevant Property;
(b) each right of action of the Seller against any person
(including, without limitation, any solicitor, licensed
conveyancer, qualified conveyancer, valuer, registrar or
registry or other person) in connection with any report,
valuation, opinion, certificate or other statement of fact or
opinion (including, without limitation, each Certificate of
Title and Valuation Report) given or received in connection
with all or part of any Loan and its Related Security or
affecting the decision of the Seller to make or offer to make
all or part of the relevant Loan; and
(c) the benefit of (including, without limitation, the rights as
the insured person under and as notations of interest on, and
returns of premium and proceeds of claims under) insurance
and
65
assurance policies (including, the Buildings Policies and MIG
Policies) deposited, charged, obtained, or held in connection
with the relevant Loan, Mortgage and/or Property and Loan
Files;
RELEVANT ACCUMULATION AMOUNT means the amount of funds to be
accumulated over a Cash Accumulation Period in order to repay a Bullet
Term Advance or a Scheduled Amortisation Instalment on its Scheduled
Repayment Date or, as the context may require, a Bullet Loan Tranche
on its Scheduled Repayment Date;
RELEVANT EVENT means, in relation to the Funding 1 Liquidity Facility
Provider:
(a) the downgrade on any day of the Funding 1 Liquidity Facility
Provider's short-term, unsecured, unguaranteed and
unsubordinated debt obligations to below the Requisite
Ratings; or
(b) the refusal by the Funding 1 Liquidity Facility Provider, to
grant an extension of the Funding 1 Liquidity Facility
Commitment Period, in accordance with clause 2.3 of the
Funding 1 Liquidity Facility Agreement;
RELEVANT LOANS has the meaning given to it is Clause 4.2(h) of the
Mortgage Sale Agreement;
RELEVANT MARGIN means, in respect of a Loan Tranche, the Relevant
Margin for such Loan Tranche specified as such in the applicable Loan
Tranche Supplement;
RELEVANT SCREEN RATE in relation to each Intercompany Loan means (a)
in respect of the first Interest Period, the Initial Relevant Screen
Rate specified in the relevant Intercompany Loan Confirmation; and (b)
in respect of subsequent Interest Periods, means the arithmetic mean
of offered quotations for three-month Sterling deposits in the London
inter-bank market displayed on the Dow-Jones/Telerate Monitor at
Telerate Page No. 3750; in each case, displayed on the above mentioned
page of the Dow-Jones/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 Funding 1 or Funding 2, as applicable, with the approval
of the Funding 1 Security Trustee or the Funding 2 Security Trustee,
respectively, (rounded upwards, if necessary, to five decimal places);
RELEVANT SHARE CALCULATION DATE means the Calculation Date at the
start of the most recently completed Calculation Period;
REORGANISATION DATE means 17 September 2007;
REPAYMENT DATE has the meaning given in clause 2.3(d) of the Funding 1
Liquidity Facility Agreement;
REPAYMENT REQUIREMENT means,
(1) in relation to amounts payable by Funding 2 on any
Calculation Date, the amount (if any) equal to the sum of:
(a) the Rated Loan Tranche Repayment Requirement; and
(b) the Subordinated Loan Tranche Repayment Requirement;
(2) in relation to amounts payable by Funding 1, on a Calculation
Date, the amount, if any, by which the aggregate of all
amounts that will be payable by Funding 1 on the next Funding
1
66
Interest Payment Date as described in paragraphs 2.1 (d) to
(f) (inclusive) of Part II of Schedule 3 to the Funding 1 Deed
of Charge on the basis:
(a) that there would be no deferral in relation to Term
Advances pursuant to Rule (1) set out in paragraph
2.2(a) of Part II of Schedule 3;
(b) that where Rule (2) or Rule (3) as set out in
paragraph 2.2(a) of Part II of Schedule 3 applies to
an Intercompany Loan, the amount so payable by Funding
1 in respect of Term Advances (other than Bullet Term
Advances and Scheduled Amortisation Instalments) under
that Intercompany Loan shall be treated as the lesser
of (A) the amount due and payable in respect of those
Term Advances, and (B) the product of (i) the Funding
1 Share Percentage as at the start of the most
recently ended Calculation Period (provided that if,
during the most recently ended Calculation Period,
Loans and their Related Security are sold to the
Mortgages Trustee or Funding 1 has acquired part of
the Seller Share of the Trust Property from the
Seller, then the Funding 1 Share Percentage will be
calculated for purposes of this paragraph as the
weighted average of the Funding 1 Share Percentages as
of the first day of such Calculation Period and as of
the date immediately after such sale or acquisition),
(ii) the aggregate amount of Principal Receipts
received by the Mortgages Trustee during the most
recently ended Calculation Period (iii) the
Outstanding Principal Balance of Intercompany Loan A
(in the case of Rule (2)) or Intercompany Loan B (in
the case of Rule (3)), divided by the aggregate
Outstanding Principal Balance of all Intercompany
Loans, each as of the most recent Funding 1 Interest
Payment Date;
(c) that Term Advances will be treated as due and payable
if they are already due and payable, or would become
due and payable on or before the next Funding 1
Interest Payment Date if all Principal Receipts were
paid to Funding 1 on that Calculation Date; and
(d) excluding amounts due and payable in respect of Bullet
Term Advances and Scheduled Amortisation Instalments,
exceeds the sum of:
(e) the amounts standing to the credit of the Funding 1
Principal Ledger as at the last Funding 1 Interest
Payment Date (which amount was not distributed on that
Funding 1 Interest Payment Date to the First Issuer);
and
(f) the sum of each Repayment Requirement amount paid to
Funding 1 on a previous Distribution Date during the
relevant interest period;
REPRESENTATIONS AND WARRANTIES means the representations and
warranties set out in Schedule 1 to the Mortgage Sale Agreement;
REQUIRED SUBORDINATED LOAN TRANCHE PRINCIPAL AMOUNT OUTSTANDING means
the amount as described in the most recent Final Terms;
REQUISITE RATINGS means in respect of the Funding 1 Liquidity Facility
Provider as provider of the Funding 1 Liquidity Facility, ratings of
P-1 by Moody's, F1 by Fitch and A+ by S&P;
RESERVE FUNDS means, as the context requires, (a) the Funding 2
General Reserve Fund and Funding 2 Liquidity Reserve Fund or (b) the
General Reserve Fund and the Liquidity Reserve Fund, as applicable;
67
RETENTION means an amount of the original advance or a Further Advance
that is retained by the Seller until certain conditions (such as
repairs or construction) are completed and which the Seller is obliged
to release to the Borrower provided such conditions have been met;
RETENTION DRAWING means a drawdown in full or part by the Borrower
under a Retention Loan;
RETENTION LOAN means a loan subject to a Retention;
REVENUE LEDGER means, as the context requires, either (a) the Funding
1 Revenue Ledger or (b) the Funding 2 Revenue Ledger;
REVENUE RECEIPTS means each payment received in respect of any Loan,
whether as all or part of a Monthly Payment in respect of such Loan,
on redemption (including partial redemption) of such Loan, on
enforcement of such Loan (including the proceeds of sale of such
Loan), on the disposal of such Loan or otherwise (including payments
pursuant to any Insurance Policy) which in any such case is not a
Principal Receipt in respect of such Loan;
RIGHT-TO-BUY means the right-to buy schemes governed by the Housing
Act 1985 (as amended by the Housing Act 2004) or (as applicable) the
Housing (Scotland) Act 1987 (as amended by the Housing (Scotland) Act
2001) in relation to the purchase by Borrowers of Properties from
local authorities or certain other landlords;
RTB DISPOSAL PERIOD means the period, being three years (or in the
cases where the right to buy was exercised in relation to properties
in England and Wales after 18 January 2005, five years), during which
a purchaser under a right-to-buy scheme must, if he sells the
property, repay a proportion of the discount he received, or in
England or Wales only, the resale price;
RTB LOANS means the Loans made to Borrowers in connection with the
purchase by those Borrowers of Properties from local authorities or
certain other landlords under the right-to-buy schemes;
S&P and STANDARD & POOR'S means Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies, Inc. and includes any successor
to its rating business;
SALE DATE means the date on which any New Portfolio is sold to the
Mortgages Trustee in accordance with Clause 4 of the Mortgage Sale
Agreement;
SASINE TRANSFER means, in relation to Properties situated in Scotland
title to which is, or is required to be, recorded in the General
Register of Sasines, each assignation of the relevant Scottish Loans
and their related Scottish Mortgages substantially in the form set out
in Schedule 14 to the Mortgage Sale Agreement with such modifications
as may be required from time to time;
SCHEDULED AMORTISATION INSTALMENT means, as the context requires, (a)
that part of a Scheduled Amortisation Term Advance which is payable on
each of the Scheduled Repayment Dates of that Term Advance or (b) that
part of a Scheduled Amortisation Loan Tranche which is payable on each
of the Scheduled Repayment Dates of that Loan Tranche;
SCHEDULED AMORTISATION LOAN TRANCHE means, in relation to Funding 2,
any Rated Loan Tranche which is scheduled to be repaid on two or more
instalments on Scheduled Repayment Dates;
SCHEDULED AMORTISATION REPAYMENT RESTRICTIONS means, as the context
requires, (a) with respect to Funding 1, at any time on a Funding 1
Interest Payment Date:
68
(a) where there is not a Bullet Accumulation Shortfall at that
time, the total amount withdrawn from the Funding 1 Cash
Accumulation Ledger on that Funding 1 Interest Payment Date
for repayment of the relevant Scheduled Amortisation
Instalments shall not exceed the Cash Accumulation Ledger
Amount less the Bullet Accumulation Liability at that time;
and
(b) where there is a Bullet Accumulation Shortfall at that time:
(i) no amount may be withdrawn from the Funding 1 Cash
Accumulation Ledger on that Funding 1 Interest Payment
Date to be applied in repayment of the relevant
Scheduled Amortisation Instalments; and
(ii) no amount may be applied in repayment of the relevant
Scheduled Amortisation Instalments unless:
(A) the sum of the Funding 1 Cash Accumulation Ledger
Amount and the amount of Funding 1 Available
Principal Receipts after the application of items
(a), (b) and (c) and before item (d) of the
Funding 1 Pre-Enforcement Principal Priority of
Payments,
is greater than or equal to:
(B) the sum of the Bullet Accumulation Liability and
the aggregate amount of Scheduled Amortisation
Instalments which are due and payable as at that
time;
or (b) with respect to Funding 2, at any time on a Funding 2 Interest
Payment Date:
(c) where there is not a Bullet Accumulation Shortfall at that
time, the total amount withdrawn from the Funding 2 Cash
Accumulation Ledger on that Funding 2 Interest Payment Date
for repayment of the relevant Scheduled Amortisation
Instalments shall not exceed the Cash Accumulation Ledger
Amount less the Bullet Accumulation Liability at that time;
and
(d) where there is a Bullet Accumulation Shortfall at that time:
(i) no amount may be withdrawn from the Funding 2 Cash
Accumulation Ledger on that Funding 2 Interest Payment
Date to be applied in repayment of the relevant
Scheduled Amortisation Instalments; and
(ii) no amount may be applied in repayment of the relevant
Scheduled Amortisation Instalments unless:
(A) the sum of the Funding 2 Cash Accumulation Ledger
Amount and the amount of Funding 2 Available
Principal Receipts after the application of items
(a), (b) and (c) and before item (d) of the
Funding 2 Pre-Enforcement Principal Priority of
Payments,
is greater than or equal to:
(B) the sum of the Bullet Accumulation Liability and
the aggregate amount of Scheduled Amortisation
Instalments which are due and payable as at that
time;
SCHEDULED AMORTISATION TERM ADVANCE means the Second Issuer Series 3
Term AAA Advance, the Third Issuer Series 3 Term AAA Advance, the
Third Issuer Series 4 Term AAA Advance, the Fourth Issuer Series 3
Term AAA Advance, the
69
Fourth Issuer Series 4 Term AAA Advance, the Fifth Issuer Series 2
Term AAA Advance, the Fifth Issuer Series 3 Term AAA Advance, the
Fifth Issuer Series 4 Term AAA Advance, the Sixth Issuer Series 2 Term
AAA Advance, the Sixth Issuer Series 3 Term AAA Advance, the Sixth
Issuer Series 4 Term AAA Advance, the Seventh Issuer Series 3 Term AAA
Advance, the Seventh Issuer Series 4 Term AAA Advance, the Seventh
Issuer Series 5 Term AAA Advance, the Eighth Issuer Series 3 Term AAA
Advance, the Eighth Issuer Series 4 Term AAA Advance, the Eighth
Issuer Series 5A2 Term AAA Advance, the Ninth Issuer Series 3 Term AAA
Advance, the Ninth Issuer Series 4 Term AAA Advance and any New
Scheduled Amortisation Term Advance;
SCHEDULED REPAYMENT DATE means, as the context requires, (a) in
relation to a Term Advance, its Scheduled Repayment Date(s), as
defined in the relevant Issuer Master Definitions and Construction
Schedule relating to the corresponding class of Notes or (b) in
relation to a Loan Tranche, its Scheduled Repayment Date(s), as
defined in the relevant Master Issuer Master Definitions and
Construction Schedule relating to the corresponding class of Notes;
SCOTTISH DECLARATION OF TRUST means each declaration of trust entered
into among the Seller, the Mortgages Trustee, and Funding 1 (and if
the context requires) Funding 2 pursuant to Clause 4.5(a)(vii) of the
Mortgage Sale Agreement substantially in the form set out in Schedule
15 to the Mortgage Sale Agreement;
SCOTTISH LOAN means a Loan secured by a standard security over a
Property located in Scotland;
SCOTTISH MORTGAGE means a Mortgage securing a Scottish Loan;
SCOTTISH TRANSFERS means each Sasine Transfer and each SLR Transfer;
SCOTTISH TRUST PROPERTY means the aggregate of all Scottish Trust
Property as defined in each relevant Scottish Declaration of Trust;
SEC or SECURITIES AND EXCHANGE COMMISSION means the United States
Securities and Exchange Commission;
SECOND DEED OF ACCESSION means the second deed of accession to the
Funding 1 Deed of Charge entered into on the Third Issuer Closing Date
between Funding 1, the First Issuer, the Second Issuer, the Third
Issuer, the Corporate Services Provider, the Account Bank, the
Security Trustee, the Seller, the First Start-up Loan Provider, the
Second Start-up Loan Provider, the Third Start-up Loan Provider, the
Cash Manager, the Funding 1 Swap Provider and the Funding 1 Liquidity
Facility Provider as supplemented, amended and/or restated from time
to time;
SECOND ISSUER means Permanent Financing (No. 2) PLC (registered number
4623188), 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;
SECOND ISSUER CLOSING DATE means 6 March 2003;
SECOND ISSUER INTERCOMPANY LOAN AGREEMENT means the Second Issuer
Intercompany Loan Confirmation and the Intercompany Loan Terms and
Conditions together entered into on the Second Issuer Closing Date by
the Second Issuer, Funding 1 and the Security Trustee (as the same may
be amended, restated, supplemented, replaced and/or novated from time
to time);
SECOND ISSUER SECURITY means the security created by the Second Issuer
pursuant to the Second Issuer Deed of Charge in favour of the Second
Issuer Secured Creditors;
70
SECOND START-UP LOAN means the start-up loan that the Second Start-up
Loan Provider made available to Funding 1 pursuant to the Second
Start-up Loan Agreement;
SECOND START-UP LOAN AGREEMENT means the agreement entered into on the
Second Issuer Closing Date between Funding 1, the Second Start-up Loan
Provider and the Security Trustee relating to the provision of the
Second Start-up Loan to Funding 1 (as the same may be amended,
restated, supplemented, replaced and/or novated from time to time);
SECOND START-UP LOAN PROVIDER means initially Halifax and as of the
Reorganisation Date, Bank of Scotland in its capacity as provider of
the Second Start-up Loan;
SECOND SUPPLEMENTAL FUNDING 1 DEED OF CHARGE means the second
supplemental Funding 1 deed of charge entered into on the Fourth
Issuer Closing Date between Funding 1, the First Issuer, the Second
Issuer, the Third Issuer, the Fourth Issuer, the Security Trustee, the
Mortgages Trustee, the Cash Manager, the Account Bank, the Funding 1
GIC Provider, the Funding 1 Swap Provider, the First Start-up Loan
Provider, the Second Start-up Loan Provider, the Third Start-up Loan
Provider and the Fourth Start-up Loan Provider, the Funding 1
Liquidity Facility Provider, the Funding 1 Corporate Services Provider
and the Seller;
SECURED AMOUNTS means any and all of the monies and liabilities which
an Issuer covenants to pay or discharge under the relevant Deed of
Charge and all other amounts owed by it to the Beneficiaries under and
pursuant to the relevant Transaction Documents;
SECURITIES ACT means the United States Securities Act of 1933, as
amended;
SECURITISATION RELATED ACCOUNTS means the Funding 1 GIC Account, the
Funding 1 Transaction Account, the Funding 2 GIC Account, the Funding
2 Transaction Account, the Mortgages Trustee GIC Account, the First
Issuer Accounts, the Second Issuer Accounts, the Third Issuer
Accounts, the Fourth Issuer Accounts, the Fifth Issuer Accounts, the
Sixth Issuer Accounts, the Seventh Issuer Accounts, the Eighth Issuer
Accounts, the Ninth Issuer Accounts and the Master Issuer Accounts;
SECURITISATION TAX REGIME means the permanent regime for the taxation
of securitisation companies established pursuant to the Finance Act
2005 and the regulations made thereunder;
SECURITY INTEREST or ENCUMBRANCE means any mortgage, sub-mortgage,
standard security, charge, sub-charge, pledge, lien (other than a lien
arising in the ordinary course of business or by operation of law),
assignation in security or other encumbrance or security interest
howsoever created or arising;
SECURITY POWER OF ATTORNEY or FUNDING 1 POWER OF ATTORNEY the power of
attorney granted by Funding 1 in favour of the Funding 1 Security
Trustee under the Funding 1 Deed of Charge on the Initial Closing Date
substantially in the form set out in Schedule 1 to the Funding 1 Deed
of Charge;
SECURITY TRUSTEE means, as the context requires, the Funding 1
Security Trustee or the Funding 2 Security Trustee;
SECURITY TRUSTEES means the Funding 1 Security Trustee, the Funding 2
Security Trustee or the Bank of New York (or any successor thereto) as
security trustee pursuant to the First Issuer Deed of Charge, Second
Issuer Deed of Charge, Third Issuer Deed of Charge, Fourth Issuer Deed
of Charge, Fifth Issuer Deed of Charge, Sixth Issuer Deed of Charge,
Seventh Issuer Deed of Charge, Eighth Issuer Deed of Charge and Ninth
Issuer Deed of Charge;
SELLER means initially Halifax and, as of the Reorganisation Date,
Bank of Scotland;
71
SELLER BANK ACCOUNTS means the bank account(s) of the Seller into
which monies may be paid from time to time pursuant to the terms of
the Mortgages Trust Deed, details of which will be given to the
Mortgages Trustee, Funding 2 and Funding 1;
SELLER MORTGAGES TRUST ASSIGNMENT AGREEMENT means the assignment
agreement entered into on or before the Programme Date between the
Seller, Funding 2, Funding 1, the Security Trustees, the Mortgages
Trustee and the Note Trustees in respect of the existing Issuers;
SELLER POWER OF ATTORNEY means, as the context requires, (a) the power
of attorney granted by the Seller in favour of Funding 1, the
Mortgages Trustee and the Funding 1 Security Trustee on the Initial
Closing Date and on the Fourth Issuer Closing Date substantially in
the form set out in Schedule 5 to the Mortgage Sale Agreement and (b)
the power of attorney granted by the Seller in favour of Funding 1,
Funding 2, the Mortgages Trustee, the Funding 1 Security Trustee and
the Funding 2 Security Trustee on the Programme Date and on 21
November 2007 substantially in the form set out in Schedule 5 to the
Mortgage Sale Agreement;
SELLER SHARE means, only in respect of the period prior to the first
Distribution Date, the Initial Seller Share, and thereafter means the
Current Seller Share;
SELLER SHARE PERCENTAGE means, only in respect of the period prior to
the first Distribution Date, the Initial Seller Share Percentage, and
thereafter means the Current Seller Share Percentage;
SELLER'S POLICY means the originating, underwriting, administration,
arrears and enforcement policy applied by the Seller from time to time
to loans and the security for their repayment which are beneficially
owned solely by the Seller;
SENIOR FEE means the fee (inclusive of VAT, if any) paid by Funding 2
to the Master Issuer prior to enforcement of the Funding 2 Security on
each Funding 2 Interest Payment Date or otherwise when required
pursuant to Clause 7.5 of the Master Intercompany Loan Agreement;
SERVICER means initially Halifax and, as of the Reorganisation Date,
Bank of Scotland, or such other person as may from time to time be
appointed as servicer of the Portfolio pursuant to the Servicing
Agreement;
SERVICER TERMINATION EVENT means any of the events listed in Clause 21
of the Servicing Agreement;
SERVICES has the meaning given in Clause 3.1(a) of the Servicing
Agreement;
SERVICING AGREEMENT means the agreement entered into on the Initial
Closing Date between the Servicer, the Mortgages Trustee, the Funding
1 Security Trustee, Funding 1 and the Seller (as amended and restated
on the Second Issuer Closing Date, the Third Issuer Closing Date, the
Fourth Issuer Closing Date, the Fifth Issuer Closing Date, the Sixth
Issuer Closing Date, the Seventh Issuer Closing Date, the Eighth
Issuer Closing Date and the Ninth Issuer Closing Date and as further
amended and restated on the Programme Date and 21 November 2007 by the
Servicer, the Mortgages Trustee, the Funding 1 Security Trustee, the
Funding 2 Security Trustee, Funding 1, Funding 2 and the Seller) (as
the same may be further amended, restated, supplemented, replaced
and/or novated from time to time) pursuant to which the Servicer
agrees to administer the Loans and their Related Security comprised in
the Portfolio;
SEVENTH DEED OF ACCESSION means the seventh deed of accession to the
Funding 1 Deed of Charge entered into on the Eighth Issuer Closing
Date between Funding 1, the First Issuer, the Second Issuer, the Third
Issuer, the Fourth Issuer, the Fifth Issuer, the Sixth Issuer, the
Seventh Issuer, the Eighth Issuer, the Corporate Services Provider,
the Account Bank, the Security Trustee, the Seller,
72
the First Start-up Loan Provider, the Second Start-up Loan Provider,
the Third Start-up Loan Provider, the Fourth Start-up Loan Provider,
the Fifth Start-up Loan Provider, the Sixth Start-up Loan Provider,
the Seventh Start-up Loan Provider, the Eighth Start-up Loan Provider,
the Cash Manager, the Funding 1 Swap Provider and the Funding 1
Liquidity Facility Provider as supplemented, amended and/or restated
from time to time;
SEVENTH ISSUER means Permanent Financing (No. 7) PLC (registered
number 5330776), 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;
SEVENTH ISSUER CLOSING DATE means 23 March 2005;
SEVENTH ISSUER INTERCOMPANY LOAN AGREEMENT means the Seventh Issuer
Intercompany Loan Confirmation and the Intercompany Loan Terms and
Conditions together entered into on the Seventh Issuer Closing Date by
the Seventh Issuer, Funding 1 and the Security Trustee (as the same
may be amended, restated, supplemented, replaced and/or novated from
time to time);
SEVENTH ISSUER SECURITY means the security created by the Seventh
Issuer pursuant to the Seventh Issuer Deed of Charge in favour of the
Seventh Issuer Secured Creditors;
SEVENTH START-UP LOAN means the start-up loan that the Seventh
Start-up Loan Provider has made available to Funding 1 pursuant to the
Seventh Start-up Loan Agreement;
SEVENTH START-UP LOAN AGREEMENT means the agreement entered into on
the Seventh Issuer Closing Date between Funding 1, the Seventh
Start-up Loan Provider and the Security Trustee relating to the
provision of the Seventh Start-up Loan to Funding 1 (as the same may
be amended, restated, supplemented, replaced and/or novated from time
to time);
SEVENTH START-UP LOAN PROVIDER means initially Halifax and as of the
Reorganisation Date, Bank of Scotland, in its capacity as provider of
the Seventh Start-up Loan;
SHARE TRUSTEE means, in respect of Holdings, SFM Corporate Services
Limited of 35 Great St. Helen's, London EC3A 6AP; in respect of the
Mortgages Trustee, SFM Offshore Limited of 47 Esplanade, St. Helier,
Jersey JE1 0BD, Channel Islands; and in respect of PECOH Holdings,
Structured Finance Management Investments Limited of 35 Great St.
Helen's, London EC3A 6AP;
SIXTH DEED OF ACCESSION means the sixth deed of accession to the
Funding 1 Deed of Charge entered into on the Seventh Issuer Closing
Date between Funding 1, the First Issuer, the Second Issuer, the Third
Issuer, the Fourth Issuer, the Fifth Issuer, the Sixth Issuer, the
Seventh Issuer, the Corporate Services Provider, the Account Bank, the
Security Trustee, the Seller, the First Start-up Loan Provider, the
Second Start-up Loan Provider, the Third Start-up Loan Provider, the
Fourth Start-up Loan Provider, the Fifth Start-up Loan Provider, the
Sixth Start-up Loan Provider, the Seventh Start-up Loan Provider, the
Cash Manager, the Funding 1 Swap Provider and the Funding 1 Liquidity
Facility Provider as supplemented, amended and/or restated from time
to time;
SIXTH ISSUER means Permanent Financing (No. 6) PLC (registered number
5232464), 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;
SIXTH ISSUER CLOSING DATE means 18 November 2004;
SIXTH ISSUER INTERCOMPANY LOAN AGREEMENT means the Sixth Issuer
Intercompany Loan Confirmation and the Intercompany Loan Terms and
Conditions together entered into on the Sixth
73
Issuer Closing Date by the Sixth Issuer, Funding 1 and the Security
Trustee (as the same may be amended, restated, supplemented, replaced
and/or novated from time to time);
SIXTH ISSUER SECURITY means the security created by the Sixth Issuer
pursuant to the Sixth Issuer Deed of Charge in favour of the Sixth
Issuer Secured Creditors;
SIXTH START-UP LOAN means the start-up loan that the Sixth Start-up
Loan Provider has made available to Funding 1 pursuant to the Sixth
Start-up Loan Agreement;
SIXTH START-UP LOAN AGREEMENT means the agreement entered into on the
Sixth Issuer Closing Date between Funding 1, the Sixth Start-up Loan
Provider and the Security Trustee relating to the provision of the
Sixth Start-up Loan to Funding 1 (as the same may be amended,
restated, supplemented, replaced and/or novated from time to time);
SIXTH START-UP LOAN PROVIDER means initially Halifax and as of the
Reorganisation Date, Bank of Scotland, in its capacity as provider of
the Sixth Start-up Loan;
SLR TRANSFER means, in relation to Properties situated in Scotland
title to which is registered or is in the course of being registered
in the Land Register of Scotland, each assignation of the relevant
Scottish Loans and their related Scottish Mortgages in the relevant
form set out in Schedule 13 to the Mortgage Sale Agreement with such
modifications as may be required from time to time;
SPECIAL DISTRIBUTION means a payment made by the Mortgages Trustee (a)
to the Seller (excluding any payment of Initial Purchase Price) which
is funded by a Further Contribution made to the Mortgages Trustee by
Funding 1 or by Funding 2; or (b) to Funding 1, which is funded by a
Further Contribution made to the Mortgages Trustee by Funding 2;
SPECIFIED CURRENCY EXCHANGE RATE means, in relation to a series and
class of Notes, the exchange rate specified in the Master Issuer Swap
Agreement relating to such series and class of Notes or, if the Master
Issuer Swap Agreement has been terminated, the applicable spot rate;
ST ANDREW'S INSURANCE means St Andrew's Insurance plc, a non-life
insurance company incorporated on 15 September 2003 whose office is at
St Andrew's House, Portsmouth Road, Esher, Surrey KT10 9SA;
STANDARD DOCUMENTATION means the standard documentation, a list of
which is set out in Part 2 of the Exhibit to the Original Mortgage
Sale Agreement and copies of which have been initialled on behalf of
the parties thereto for the purposes of identification, or any update
or replacement therefor as the Seller may from time to time introduce
acting in accordance with the standards of a Reasonable, Prudent
Mortgage Lender;
STANDARD SECURITY or STANDARD SECURITY means a standard security as
defined in Part 2 of the Conveyancing and Feudal Reform (Scotland) Act
1970;
START-UP LOAN AGREEMENTS means the First Start-up Loan Agreement, the
Second Start-up Loan Agreement, the Third Start up Loan Agreement, the
Fourth Start-up Loan Agreement, the Fifth Start-up Loan Agreement, the
Sixth Start-up Loan Agreement, the Seventh Start-up Loan Agreement,
the Eighth Start-up Loan Agreement, the Ninth Start-up Loan Agreement,
the Funding 2 Start-up Loan Agreements and, as the context requires,
any New Start-Up Loan Agreement and START-UP LOAN AGREEMENT means any
of them;
START-UP LOAN PROVIDERS means the First Start-up Loan Provider, the
Second Start-up Loan Provider, the Third Start-up Loan Provider, the
Fourth Start-up Loan Provider, the Fifth Start-up Loan Provider, the
Sixth Start-up Loan Provider, the Seventh Start-up Loan Provider, the
Eighth Start-up Loan Provider, the Ninth Start-up Loan Provider, the
Funding 2 Start-Up Loan Provider and as the context requires, any New
Start-up Loan Provider and START-UP LOAN PROVIDER means any of them;
74
START-UP LOAN REVENUE CONTRIBUTION LEDGER means the Ledger of such
name established and maintained by the Cash Manager on behalf of
Funding 2 pursuant to Clause 4.4 (Funding 2 Ledgers) of the Cash
Management Agreement;
START-UP LOAN TRANCHE means a Loan Tranche made by the Master Issuer
to Funding 2 under the Master Intercompany Loan Agreement from the
proceeds of the advance by the Master Issuer Start-Up Loan Provider or
a new Master Issuer Start-Up Loan Provider to the Master Issuer of a
Master Issuer Start-Up Loan;
START-UP LOANS means the First Start-up Loan, the Second Start-up
Loan, the Third Start-up Loan, the Fourth Start-up Loan, the Fifth
Start-up Loan, the Sixth Start-up Loan, the Seventh Start-up Loan, the
Eighth Start-up Loan, the Ninth Start-up Loan, each Funding 2 Start-up
Loan and any New Start-up Loan;
STEP-UP DATE means:
(a) in respect of a Rated Loan Tranche, the Funding 2 Interest
Payment Date on which the interest rate on the relevant Loan
Tranche under the Master Intercompany Loan Agreement increases
by a pre-determined amount;
(b) in respect of any Intercompany Loan, the Funding 1 Interest
Payment Date on which the interest rate payable in respect of
the relevant Term Advances made thereunder increases by a
pre-determined amount; and
(c) in respect of any Notes, the date on which the interest rate
payable by the Issuer in respect of those Notes increases by a
pre-determined amount;
SUBORDINATED LOAN TRANCHE means a Loan Tranche made by the Master
Issuer to Funding 2 under the Master Intercompany Loan Agreement from
the proceeds of the advance by the Master Issuer Subordinated Loan
Provider or a new Master Issuer Subordinated Loan Provider to the
Master Issuer of a Master Issuer Subordinated Loan;
SUBORDINATED LOAN TRANCHE REPAYMENT REQUIREMENT means the aggregate of
all amounts that will be payable by Funding 2 on the next Funding 2
Interest Payment Date as described in item (i) of the Funding 2
Pre-Enforcement Principal Priority of payments on the basis that the
Subordinated Loan Tranches will equal or exceed the Required
Subordinated Loan Tranche Principal Amount Outstanding;
SUBSIDIARY means a subsidiary as defined in section 736 of the
Companies Act 1985;
TARGET BUSINESS DAY means a day on which the Trans-European Automated
Real-time Gross settlement Express Transfer (TARGET) system is open;
TAX CREDIT means a credit against Tax obtained on the Funding 1
Liquidity Facility Provider's overall net income which the Funding 1
Liquidity Facility Provider is able to identify as attributable to a
specific Tax Payment;
TAX PAYMENT means a payment made by Funding 1 to the Funding 1
Liquidity Facility Provider pursuant to clause 10.1 of the Funding 1
Liquidity Facility Agreement;
75
TAXES means all present and future taxes, levies, imposts, duties
(other than stamp duty), fees, deductions, withholdings or charges of
any nature whatsoever and wheresoever imposed, including, without
limitation, income tax, corporation tax, value added tax or other tax
in respect of added value and any franchise, transfer, sales, gross
receipts, use, business, occupation, excise, personal property, real
property or other tax imposed by any national, local or supranational
taxing or fiscal authority or agency together with any penalties,
fines or interest thereon and TAX and TAXATION shall be construed
accordingly;
TERM AAA ADVANCES means the First Issuer Term AAA Advances, the Second
Issuer Term AAA Advances, the Third Issuer Term AAA Advances, the
Fourth Issuer Term AAA Advances, the Fifth Issuer Term AAA Advances,
the Sixth Issuer Term AAA Advances, the Seventh Issuer Term AAA
Advances, the Eighth Issuer Term AAA Advances, the Ninth Issuer Term
AAA Advances and any term AAA advances made by any New Issuer that is
a Funding 1 Issuer;
TERM ADVANCE RATING means the designated rating of each Term Advance
which reflects the rating assigned to the corresponding class of Notes
used to fund each such Term Advance on the relevant Closing Date of
that Term Advance;
TERM ADVANCES has the meaning given in each Issuer Master Definitions
and Construction Schedule as prefixed by the definition of each
respective Issuer;
THIRD DEED OF ACCESSION means the third deed of accession to the
Funding 1 Deed of Charge entered into on the Fourth Issuer Closing
Date between Funding 1, the First Issuer, the Second Issuer, the Third
Issuer, the Fourth Issuer, the Corporate Services Provider, the
Account Bank, the Security Trustee, the Seller, the First Start-up
Loan Provider, the Second Start-up Loan Provider, the Third Start-up
Loan Provider, the Fourth Start-up Loan Provider, the Cash Manager,
the Funding 1 Swap Provider and the Funding 1 Liquidity Facility
Provider as supplemented, amended and/or restated from time to time;
THIRD ISSUER means Permanent Financing (No. 3) PLC (registered number
4907355), 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;
THIRD ISSUER CLOSING DATE means 25 November 2003;
THIRD ISSUER INTERCOMPANY LOAN AGREEMENT means the Third Issuer
Intercompany Loan Confirmation and the Intercompany Loan Terms and
Conditions together entered into on the Third Issuer Closing Date by
the Third Issuer, Funding 1 and the Security Trustee (as the same may
be amended, restated, supplemented, replaced and/or novated from time
to time);
THIRD ISSUER SECURITY means the security created by the Third Issuer
pursuant to the Third Issuer Deed of Charge in favour of the Third
Issuer Secured Creditors;
THIRD PARTY AMOUNTS includes:
(a) amounts under a direct debit which are repaid to the bank
making the payment if such a bank is unable to recoup that
amount itself from the customer's account;
(b) payments by Borrowers of any fees and other charges which are
due to the Seller.
THIRD PARTY COLLECTION AGENT means an entity that shall act as
collection agent for the Mortgages Trustee and the Beneficiaries under
the Direct Debiting Scheme or any successor to that scheme pursuant to
Clause 5.1(a)(i) of the Servicing Agreement;
76
THIRD START-UP LOAN means the start-up loan that the Third Start-up
Loan Provider made available to Funding 1 pursuant to the Third
Start-up Loan Agreement;
THIRD START-UP LOAN AGREEMENT means the agreement entered into on the
Third Issuer Closing Date between Funding 1, the Third Start-up Loan
Provider and the Security Trustee relating to the provision of the
Third Start-up Loan to Funding 1 (as the same may be amended,
restated, supplemented, replaced and/or novated from time to time);
THIRD START-UP LOAN PROVIDER means initially Halifax and as of the
Reorganisation Date, Bank of Scotland, in its capacity as provider of
the Third Start-up Loan;
THIRD SUPPLEMENTAL FUNDING 1 DEED OF CHARGE means the supplemental
deed to the Funding 1 Deed of Charge made on the Programme Date
between Funding 1, the First Issuer, the Second Issuer, the Third
Issuer, the Fourth Issuer, the Fifth Issuer, the Sixth Issuer, the
Seventh Issuer, the Eighth Issuer, the Ninth Issuer, the Mortgages
Trustee, the Funding 1 Security Trustee, the Funding 1 GIC Provider,
the Account Bank, the Funding 1 Liquidity Facility Provider, PECOH
Corporate Services Provider, the Cash Manager, the Seller, the Funding
1 Swap Provider, the First Start-up Loan Provider, the Second Start-up
Loan Provider, the Third Start-up Loan Provider, the Fourth Start-up
Loan Provider, the Fifth Start-up Loan Provider, the Sixth Start-up
Loan Provider, the Seventh Start-up Loan Provider, the Eighth Start-up
Loan Provider, the Ninth Start-up Loan Provider and the Funding 1
Corporate Services Provider;
TITLE DEEDS means, in relation to each Loan and its Related Security
and the Property relating thereto, all conveyancing deeds, MHA
Documentation and all other documents which make up the title to the
Property and the security for the Loan and all searches and enquiries
undertaken in connection with the grant by the Borrower of the related
Mortgage;
TOTAL PROPERTY means at any time the aggregate amount standing to the
credit of the Collection Account and held by Bank of Scotland on trust
for Funding 1, Funding 2, the Mortgages Trustee and Bank of Scotland,
subject to and in accordance with the Bank Account Agreement;
TRACKER RATE means the rate of interest applicable to a Tracker Rate
Loan (before applying any cap or minimum rate);
TRACKER RATE LOAN means those Loans to the extent that and for such
period that their Mortgage Terms provide that they are subject to an
interest rate which is linked to a variable interest rate other than
the Variable Base Rates. For example, the rate on a Tracker Rate Loan
may be set at a margin above sterling LIBOR or above rates set by the
Bank of England;
TRACKER SWAP RATE means a rate linked to the Bank of England repo
rate, as shall be determined by the Cash Manager in accordance with
the provisions of the Cash Management Agreement;
TRANSACTION DOCUMENTS means the Funding 1 Agreements, the Funding 2
Agreements, the First Issuer Transaction Documents, the Second Issuer
Transaction Documents, the Third Issuer Transaction Documents, the
Fourth Issuer Transaction Documents, the Fifth Issuer Transaction
Documents, the Sixth Issuer Transaction Documents, the Seventh Issuer
Transaction Documents, the Eighth Issuer Transaction Documents, the
Ninth Issuer Transaction Documents, the Master Issuer Transaction
Documents and any documents and agreements to which any New Issuer is
a party, the Mortgages Trustee Guaranteed Investment Contract and all
other documents and agreements referred to therein;
TREATY LENDER means a person who is resident (as such term is defined
in the appropriate Double Taxation Treaty) in a country with which the
United Kingdom has a Double Taxation Treaty giving residents of that
country complete exemption from United Kingdom taxation on interest
and does not
77
carry on business in the United Kingdom through a permanent
establishment with which any payment under the Funding 1 Liquidity
Documents is effectively connected;
TRIGGER EVENT means an Asset Trigger Event and/or a Non-Asset Trigger
Event, as the case may be;
TRUST CORPORATION means a corporation entitled by rules made under the
Public Trustee Act 1906 to carry out the functions of a custodian
trustee;
TRUST DEEDS means the First Issuer Trust Deed and/or the Second Issuer
Trust Deed and/or the Third Issuer Trust Deed and/or the Fourth Issuer
Trust Deed and/or the Fifth Issuer Trust Deed and/or the Sixth Issuer
Trust Deed and/or the Seventh Issuer Trust Deed and/or the Eighth
Issuer Trust Deed and/or the Ninth Issuer Trust Deed and/or any Master
Issuer Trust Deed;
TRUST INDENTURE ACT means the United States Trust Indenture Act of
1939, as amended;
TRUST PROPERTY means:
(a) the Initial Trust Property, the Initial Closing Trust Property
and any Future Trust Property (together with the proceeds of
sale of any of them) including, without limitation, the
Mortgages Trustee's whole right, title and beneficial interest
in and to all Scottish Trust Property pursuant to any relevant
Scottish Declaration of Trust; but excludes any Loans that
have been repaid or which have been repurchased by the Seller
pursuant to the Mortgage Sale Agreement or other actual
adjustments and, for the avoidance of doubt, which are not
deemed adjustments to the Trust Property as set out in the
Mortgages Trust Deed;
(b) any increase in the Outstanding Principal Balance of a Loan
due to capitalisation of interest, expenses or arrears,
Borrowers taking Payment Holidays under any Flexible Loans, or
Borrowers making any Flexible Loan Drawing, Retention Drawing,
drawing under a Delayed Cashback or Home Cash Reserve Drawing;
(c) any interest and principal paid by Borrowers on their Loans
prior to distribution under the Mortgages Trust Deed;
(d) any other amounts received from Borrowers under their Loans or
in respect of their Loans and Related Security on or after the
relevant Sale Date (but excluding Third Party Amounts)
including the proceeds of any sale of the Loans and their
Related Security and any other proceeds of sale of any other
Trust Property;
(e) rights under the Insurance Policies that are sold to the
Mortgages Trustee or which the Mortgages Trustee has the
benefit of;
(f) amounts on deposit (and interest earned on those amounts) in
the Mortgages Trustee GIC Account; and
(g) any other Initial Trust Property or interest in the Trust
Property referred to in Clause 2.5 of the Mortgages Trust
Deed;
less
(h) any actual losses in relation to Loans and any actual
reductions (and for the avoidance of doubt, not deemed
reductions) occurring in respect of the Loans as set out in
Clause 8.4(a) of the Mortgages Trust Deed; and
78
(i) allocations of Mortgages Trust Available Principal Receipts to
the Beneficiaries in accordance with Clause 11 of the
Mortgages Trust Deed;
UK NON-BANK LENDER means a lender within the meaning of paragraph (b)
of the definition of QUALIFYING LENDER;
UNCURED FUNDING 1 REVENUE SHORTFALL has the meaning given in Part 1 of
Schedule 3 to the Funding 1 Deed of Charge;
UNCURED FUNDING 2 REVENUE SHORTFALL has the meaning given in Part 1 of
Schedule 3 to the Funding 2 Deed of Charge;
UNDERPAYMENT means a payment by a Borrower in an amount less than the
Monthly Payment then due on the Loan, being a sum not exceeding the
aggregate of any previous Overpayments;
UNITED KINGDOM means The United Kingdom of Great Britain and Northern
Ireland;
UNITED STATES means The United States of America;
UNREGISTERED LAND means land in England and Wales title to which is
not, and is not required to be, registered at the Land Registry;
UNREGISTERED TRANSFER means a deed of transfer of a Mortgage or
Mortgages over Unregistered Land substantially in the form set out in
Schedule 3 to the Mortgage Sale Agreement with such modifications as
may be required from time to time;
VALUATION REPORT means the valuation report or reports for mortgage
purposes, in the form of the pro-forma contained in the Standard
Documentation, obtained by the Seller from a Valuer in respect of each
Property or a valuation report in respect of a valuation made using a
methodology which would be acceptable to a Reasonable, Prudent
Mortgage Lender and which has been approved by the Director of Group
Property and Survey of the Seller (or his successor);
VALUER means an Associate or Fellow of the Royal Institution of
Chartered Surveyors or the Incorporated Society of Valuers and
Auctioneers who was at the relevant times either a member of a firm
which was on the list of Valuers approved by or on behalf of the
Seller from time to time or an Associate or Fellow of the Royal
Institute of Chartered Surveyors or the Incorporated Society of
Valuers and Auctioneers employed in-house by the Seller acting for the
Seller in respect of the valuation of a Property;
VARIABLE BASE RATES means HVR 1, HVR 2, Halifax Flexible Variable Rate
or the Mortgages Trustee Variable Base Rate, as applicable and
VARIABLE BASE RATE means any one of them;
VARIABLE MORTGAGE RATE means the rate of interest which determines the
amount of interest payable each month on a Variable Rate Loan;
VARIABLE RATE LOANS means those Loans to the extent that and for such
period that their Mortgage Terms provide that they are subject to an
interest rate which may at any time be varied in accordance with the
relevant Mortgage Terms (and shall, for the avoidance of doubt,
exclude Loans during the period that they are Fixed Rate Loans or
Tracker Rate Loans);
WAFF means the weighted average repossession frequency in respect of
the Portfolio; and
WALS means the weighted average loss severity in respect of the
Portfolio.
79
3 INTERPRETATION AND CONSTRUCTION
Any reference in any Transaction Document, or in any document to which
this Amended and Restated Master Definitions and Construction Schedule
is expressed to be incorporated or apply, 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;
an AUTHORISATION includes an authorisation, consent, approval,
resolution, licence, exemption, filing or registration;
DISPOSAL shall be construed as any sale, lease, transfer, conveyance,
assignment, assignation, licence, sublicence 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;
INDEBTEDNESS shall be construed so as to include any obligation
(whether incurred as principal or as surety or guarantor) 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);
a REGULATION includes any regulation, rule, official directive,
request or guideline (whether or not having the force of law) of any
governmental, inter-governmental or supranational body, agency,
department or regulatory, self-regulatory or other authority or
organisation;
SET-OFF shall be deemed to include analogous rights in other relevant
jurisdictions;
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
80
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.
3.1 [POUND], STERLING or POUNDS STERLING denotes the lawful currency for
the time being of the United Kingdom and [EURO], EURO or EURO denotes
the single currency introduced at the start of the third stage of
European Economic Monetary Union pursuant to the Treaty of Rome of 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.
3.2 In this Amended and Restated Master Definitions and Construction
Schedule and in any of the Transaction Documents in which this Amended
and Restated Master Definitions and Construction Schedule is expressed
to be incorporated or to which this Amended and Restated 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 (unless otherwise specified); and
(i) references to any person shall include references to his
successors, transferees and assigns and assignees and any
person deriving title under or through him.
3.3 Any capitalised term that appears in this Amended and Restated Master
Definitions and Construction Schedule or in the Funding 1 Agreements,
the Funding 2 Agreements, the Issuer Swap Agreements or the Mortgages
Trustee Guarantee Investment Contract that is not defined in this
Amended and Restated Master Definitions and Construction Schedule
shall have the meaning given in the relevant Issuer Master Definitions
and Construction Schedule or each Issuer Master Definitions and
81
Construction Schedule or the Master Issuer Master Definitions and
Construction Schedule, as applicable, as the context so requires.
3.4 Terms used in any Transaction Document which incorporate this Amended
and Restated Master Definitions and Construction Schedule and/or an
Issuer Master Definitions and Construction Schedule, unless otherwise
defined therein or unless the context otherwise requires, shall, in
the event of conflict between this Amended and Restated Master
Definitions and Construction Schedule and the relevant Issuer Master
Definitions and Construction Schedule, be construed in accordance with
the relevant Issuer Master Definitions and Construction Schedule.
4. AMENDMENTS
Subject to Clause 25 of the Funding 1 Deed of Charge, Clause 12 of the
Funding 2 Deed of Charge and Clauses 2, 3 and 4 of the Controlling
Beneficiary Deed, any amendments to this Amended and Restated Master
Definitions and Construction Schedule will be made only with the prior
written consent of each party to this Amended and Restated Master
Definitions and Construction Schedule.
5. COUNTERPARTS
This Amended and Restated 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.
6. INCORPORATION OF TERMS
Each defined term or reference in this Amended and Restated Master
Definitions and Construction Schedule shall apply to each Transaction
Document or document the parties to which have signed this Amended and
Restated Master Definitions and Construction Schedule notwithstanding
that all the parties to this Amended and Restated Master Definitions
and Construction Schedule have not signed below.
7. GOVERNING LAW
This Amended and Restated Master Definitions and Construction Schedule
is governed by the laws of England (provided that any terms of this
Amended and Restated Master Definitions and Construction Schedule
which are particular to Scots law shall be construed in accordance
with the laws of Scotland).
82
SCHEDULE 1
ACCESSION AGREEMENT
To: The existing parties to the Master Definitions and Construction
Schedule (the EXISTING PARTIES)
From: [Name of Company] (the NEW PARTY)
Date:[ ]
MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE DATED 1 MARCH 2007 AND
AMENDED AND RESTATED ON 21 NOVEMBER 2007
(the MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE)
We refer to Clause 1 (Accession of New Parties) of the Master Definitions and
Construction Schedule.
We, [name of company] of [registered office] (registered no. [ ]) agree to
become a party to the Master Definitions and Construction Schedule and to be
bound by the terms of the Master Definitions and Construction Schedule in
accordance with Clause 1 (Accession of New Parties) thereof.
This Accession Agreement is entered into by way of deed and is governed by
English law.
[EXECUTED as a DEED by )
)
[NEW PARTY] ) Director
)
acting by [NAME of DIRECTOR] )
)
and [NAME of DIRECTOR/SECRETARY]] ) Director/Secretary
83
SIGNATORIES
FUNDING 1 LIQUIDITY FACILITY PROVIDER
SIGNED by )
for and on behalf of )
JPMORGAN CHASE BANK, N.A. )
SELLER, SERVICER, BENEFICIARY, CASH MANAGER, ISSUER CASH MANAGER, FUNDING 1
SWAP PROVIDER, FUNDING 2 SWAP PROVIDER AND START-UP LOAN PROVIDERS
SIGNED by )
for and on behalf of )
BANK OF SCOTLAND PLC )
FUNDING 1 AND BENEFICIARY
SIGNED by )
for and on behalf of )
PERMANENT FUNDING (NO. 1) LIMITED )
FUNDING 2 AND BENEFICIARY
SIGNED by )
for and on behalf of )
PERMANENT FUNDING (NO. 2) LIMITED )
MORTGAGES TRUSTEE
SIGNED by )
for and on behalf of )
PERMANENT MORTGAGES )
TRUSTEE LIMITED )
SHARE TRUSTEE IN RESPECT OF THE MORTGAGES TRUSTEE AND MORTGAGES TRUSTEE
CORPORATE SERVICES PROVIDER
SIGNED by )
for and on behalf of )
SFM OFFSHORE LIMITED )
84
SHARE TRUSTEE IN RESPECT OF HOLDINGS
SIGNED by )
for and on behalf of )
SFM CORPORATE SERVICES LIMITED )
SHARE TRUSTEE IN RESPECT OF PECOH HOLDINGS
SIGNED by )
for and on behalf of )
STRUCTURED FINANCE )
MANAGEMENT INVESTMENTS )
LIMITED )
MASTER ISSUER
SIGNED by )
for and on behalf of )
PERMANENT MASTER ISSUER PLC )
NINTH ISSUER
SIGNED by )
for and on behalf of )
PERMANENT FINANCING (NO. 9) PLC )
EIGHTH ISSUER
SIGNED by )
for and on behalf of )
PERMANENT FINANCING (NO. 8) PLC )
SEVENTH ISSUER
SIGNED by )
for and on behalf of )
PERMANENT FINANCING (NO. 7) PLC )
SIXTH ISSUER
SIGNED by )
for and on behalf of )
PERMANENT FINANCING (NO. 6) PLC )
85
FIFTH ISSUER
SIGNED by )
for and on behalf of )
PERMANENT FINANCING (NO. 5) PLC )
FOURTH ISSUER
SIGNED by )
for and on behalf of )
PERMANENT FINANCING (NO. 4) PLC )
THIRD ISSUER
SIGNED by )
for and on behalf of )
PERMANENT FINANCING (NO. 3) PLC )
SECOND ISSUER
SIGNED by )
for and on behalf of )
PERMANENT FINANCING (NO. 2) PLC )
FIRST ISSUER
SIGNED by )
for and on behalf of )
PERMANENT FINANCING (NO. 1) PLC )
FUNDING 1 CORPORATE SERVICES PROVIDER, FUNDING 2 CORPORATE SERVICES PROVIDER,
MASTER ISSUER CORPORATE SERVICES PROVIDER, FIRST ISSUER CORPORATE SERVICES
PROVIDER, SECOND ISSUER CORPORATE SERVICES PROVIDER, THIRD ISSUER CORPORATE
SERVICES PROVIDER, FOURTH ISSUER CORPORATE SERVICES PROVIDER, FIFTH ISSUER
CORPORATE SERVICES PROVIDER, SIXTH ISSUER CORPORATE SERVICES PROVIDER, SEVENTH
ISSUER CORPORATE SERVICES PROVIDER, EIGHTH ISSUER CORPORATE SERVICES PROVIDER
AND NINTH ISSUER CORPORATE SERVICES PROVIDER AND PECOH CORPORATE SERVICES
PROVIDER
SIGNED by )
for and on behalf of )
STRUCTURED FINANCE )
MANAGEMENT LIMITED )
86
PERMANENT HOLDINGS LIMITED
SIGNED by )
for and on behalf of )
PERMANENT HOLDINGS LIMITED )
PERMANENT PECOH LIMITED
SIGNED by )
for and on behalf of )
PERMANENT PECOH LIMITED )
PERMANENT PECOH HOLDINGS LIMITED
SIGNED by )
for and on behalf of )
PERMANENT PECOH HOLDINGS )
LIMITED )
THE FIRST ISSUER SECURITY TRUSTEE, THE SECOND ISSUER SECURITY TRUSTEE, THE
THIRD ISSUER SECURITY TRUSTEE, THE FOURTH ISSUER SECURITY TRUSTEE, THE FIFTH
ISSUER SECURITY TRUSTEE, THE SIXTH ISSUER SECURITY TRUSTEE, THE SEVENTH ISSUER
SECURITY TRUSTEE, THE EIGHTH ISSUER SECURITY TRUSTEE, THE NINTH ISSUER SECURITY
TRUSTEE, THE MASTER ISSUER SECURITY TRUSTEE, THE FUNDING 1 SECURITY TRUSTEE AND
THE FUNDING 2 SECURITY TRUSTEE
EXECUTED by )
for and on behalf of )
THE BANK OF NEW YORK )
by its authorised signatory )
THE FIRST ISSUER NOTE TRUSTEE, THE SECOND ISSUER NOTE TRUSTEE, THE THIRD ISSUER
NOTE TRUSTEE, THE FOURTH ISSUER NOTE TRUSTEE, THE FIFTH ISSUER NOTE TRUSTEE,
THE SIXTH ISSUER NOTE TRUSTEE, THE SEVENTH ISSUER NOTE TRUSTEE, THE EIGHTH
ISSUER NOTE TRUSTEE, THE NINTH ISSUER NOTE TRUSTEE AND THE NOTE TRUSTEE
EXECUTED by )
for and on behalf of )
THE BANK OF NEW YORK )
by its authorised signatory )
AGENT BANK, PRINCIPAL PAYING AGENT, REGISTRAR AND TRANSFER AGENT FOR THE FIRST
ISSUER NOTES THE SECOND ISSUER NOTES, THE THIRD ISSUER NOTES, THE FOURTH ISSUER
NOTES, THE FIFTH ISSUER NOTES, THE SIXTH ISSUER NOTES, THE SEVENTH ISSUER
NOTES, THE EIGHTH ISSUER NOTES, THE NINTH ISSUER NOTES AND THE MASTER ISSUER
NOTES
SIGNED by )
for and on behalf of )
CITIBANK, N.A., LONDON BRANCH )
by its authorised signatory )
87
ACCOUNT BANK, FIRST ISSUER ACCOUNT BANK, SECOND ISSUER ACCOUNT BANK, THIRD
ISSUER ACCOUNT BANK, FOURTH ISSUER ACCOUNT BANK, FIFTH ISSUER ACCOUNT BANK,
SIXTH ISSUER ACCOUNT BANK, SEVENTH ISSUER ACCOUNT BANK, EIGHTH ISSUER ACCOUNT
BANK AND NINTH ISSUER ACCOUNT BANK, MASTER ISSUER ACCOUNT BANK, MORTGAGES
TRUSTEE GIC PROVIDER, FUNDING 1 GIC PROVIDER AND FUNDING 2 GIC PROVIDER
SIGNED by )
for and on behalf of )
BANK OF SCOTLAND PLC )
U.S. PAYING AGENT FOR THE FIRST ISSUER NOTES, THE SECOND ISSUER NOTES, THE
THIRD ISSUER NOTES, THE FOURTH ISSUER NOTES, THE FIFTH ISSUER NOTES, THE SIXTH
ISSUER NOTES, THE SEVENTH ISSUER NOTES, THE EIGHTH ISSUER NOTES, THE NINTH
ISSUER NOTES AND THE MASTER ISSUER NOTES
SIGNED by )
for and on behalf of )
CITIBANK, N.A., NEW YORK BRANCH )
2007-1 SERIES 3 CLASS A MASTER ISSUER SWAP PROVIDER
EXECUTED for and on behalf of )
CITIBANK N.A., LONDON )
BRANCH )
acting by it attorney )
2007-1 SERIES 1 MASTER ISSUER SWAP PROVIDER AND 2007-1 SERIES 2 MASTER ISSUER
SWAP PROVIDER
EXECUTED for and on behalf of )
CREDIT SUISSE, LONDON )
BRANCH )
acting by )
2007-1 SERIES 4 MASTER ISSUER SWAP PROVIDER
EXECUTED for and on behalf of )
DEUTSCHE BANK AG, LONDON )
BRANCH )
acting by )
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
SIGNED by )
for and on behalf of )
DEUTSCHE BANK AG, LONDON )
BRANCH )
2006-1 SERIES 4 MASTER ISSUER SWAP PROVIDER
SIGNED by )
for and on behalf of )
BARCLAYS BANK PLC )
88
2006-1 SERIES 1 MASTER ISSUER SWAP PROVIDER, 2006-1 SERIES 2 MASTER ISSUER SWAP
PROVIDER, 2006-1 SERIES 3 MASTER ISSUER SWAP PROVIDER AND THE SERIES 4 CLASS A1
FIRST ISSUER SWAP PROVIDER
SIGNED by )
for and on behalf of )
CREDIT SUISSE )
INTERNATIONAL )
SERIES 3 FIRST ISSUER SWAP PROVIDER, THE SERIES 4 SECOND ISSUER DOLLAR SWAP
PROVIDER, THE SERIES 4 SECOND ISSUER EURO SWAP PROVIDER, THE SERIES 3 THIRD
ISSUER SWAP PROVIDER, THE SERIES 5 THIRD ISSUER CURRENCY SWAP PROVIDER, THE
SERIES 3 FOURTH ISSUER SWAP PROVIDER, THE SERIES 3 FIFTH ISSUER SWAP PROVIDER
AND THE SERIES 2 SIXTH ISSUER SWAP PROVIDER
SIGNED by )
for and on behalf of )
BANQUE AIG, LONDON BRANCH )
SERIES 1 FIRST ISSUER SWAP PROVIDER, THE SERIES 2 FIRST ISSUER SWAP PROVIDER,
THE SERIES 2 SECOND ISSUER SWAP PROVIDER AND THE SERIES 4 THIRD ISSUER SWAP
PROVIDER
SIGNED by )
for and on behalf of )
JPMORGAN CHASE BANK, N.A. )
THE SERIES 3 EIGHTH ISSUER SWAP PROVIDER AND THE SERIES 3 NINTH ISSUER SWAP
PROVIDER
SIGNED by )
for and on behalf of )
IXIS CORPORATE & INVESTMENT )
BANK )
INTEREST RATE SWAP PROVIDER FOR THE SERIES 5 CLASS A THIRD ISSUER NOTES, THE
SERIES 5 CLASS A1 FOURTH ISSUER NOTES AND THE SERIES 5 CLASS A1 FIFTH ISSUER
NOTES
SIGNED by )
for and on behalf of )
BANK
OF SCOTLAND PLC )
SERIES 2 FOURTH ISSUER SWAP PROVIDER, THE SERIES 4 FOURTH ISSUER SWAP PROVIDER,
THE SERIES 4 SIXTH ISSUER SWAP PROVIDER, SERIES 3 SEVENTH ISSUER SWAP PROVIDER
AND SERIES 4 NINTH ISSUER SWAP PROVIDER
SIGNED by )
for and on behalf of )
CITIBANK, N.A., LONDON BRANCH )
89
SERIES 5 CLASS A1 FOURTH ISSUER SWAP PROVIDER, THE SERIES 4 FIFTH ISSUER SWAP
PROVIDER AND SERIES 2 SEVENTH ISSUER SWAP PROVIDER
SIGNED by )
for and on behalf of )
SWISS RE FINANCIAL PRODUCTS )
CORPORATION )
SERIES 2 FIFTH ISSUER SWAP PROVIDER
SIGNED by )
for and on behalf of )
UBS LIMITED )
SERIES 2 EIGHTH ISSUER SWAP PROVIDER AND SERIES 4 EIGHTH ISSUER SWAP PROVIDER
SIGNED by )
for and on behalf of )
ABN AMRO BANK N.V. )
SERIES 1 NINTH ISSUER SWAP PROVIDER AND SERIES 2 NINTH ISSUER SWAP PROVIDER
SIGNED by )
for and on behalf of )
DANSKE BANK A/S LONDON BRANCH )
90