Common use of RECALCULATION OF MINIMUM SELLER SHARE FOLLOWING Clause in Contracts

RECALCULATION OF MINIMUM SELLER SHARE FOLLOWING. OCCURRENCE OF EXCEPTIONAL EVENTS Prior to the occurrence of a Trigger Event: (a) the calculation of the Minimum Seller Share in accordance with CLAUSE 9.2 above will be recalculated or increased (in consultation with the relevant Rating Agencies) if the Seller merges or otherwise combines its business with another bank or other financial institution so as to increase the risks associated with Borrowers holding deposits in Halifax accounts and such merger or combination would adversely affect the then current ratings of the Notes and such adverse effect on the then current ratings of the Notes would be avoided if the Minimum Seller Share was so recalculated or increased; (b) the calculation of the Minimum Seller Share in accordance with CLAUSE 9.2 above will be recalculated or increased (in consultation with the relevant Rating Agencies) if notice has been received from one or more of the Rating Agencies that the then current ratings of the Notes would be downgraded and that such downgrade would be avoided if the Minimum Seller Share was so recalculated or increased; (c) the amount of the Minimum Seller Share as calculated in accordance with CLAUSE 9.2 above will be decreased (and the calculation thereof amended accordingly) from time to time at the request of the Seller or Funding 1 (acting reasonably) provided that the Security Trustee has received written confirmation from each of the Rating Agencies that there would be no adverse effect on the then current ratings of the Notes as a result thereof.

RECALCULATION OF MINIMUM SELLER SHARE FOLLOWING. OCCURRENCE OF EXCEPTIONAL EVENTS Prior to the occurrence of a Trigger Event: (a) the calculation of the Minimum Seller Share in accordance with CLAUSE Clause 9.2 above will be recalculated or increased (in consultation with the relevant Rating Agencies) if the Seller merges or otherwise combines its business with another bank or other financial institution so as to increase the risks associated with Borrowers holding deposits in Halifax accounts and such merger or combination would adversely affect the then current ratings of the Notes and such adverse effect on the then current ratings of the Notes would be avoided if the Minimum Seller Share was so recalculated or increased; (b) the calculation of the Minimum Seller Share in accordance with CLAUSE Clause 9.2 above will be recalculated or increased (in consultation with the relevant Rating Agencies) if notice has been received from one or more of the Rating Agencies that the then current ratings of the Notes would be downgraded and that such downgrade would be avoided if the Minimum Seller Share was so recalculated or increased; (c) the amount of the Minimum Seller Share as calculated in accordance with CLAUSE Clause 9.2 above will be decreased (and the calculation thereof amended accordingly) from time to time at the request of the Seller or Funding 1 (acting reasonably) provided that the Security Trustee has received written confirmation from each of the Rating Agencies that there would be no adverse effect on the then current ratings of the Notes as a result thereof.