EXHIBIT 10.2.8
EXECUTION COPY
SERIES 3 CLASS B
SCHEDULE
TO THE
MASTER AGREEMENT
dated as of 8th June, 2005
between
(1) IXIS CORPORATE & INVESTMENT BANK ("PARTY A");
(2) PERMANENT FINANCING (NO. 8) PLC ("PARTY B"); and
(3) THE BANK OF NEW YORK (the "SECURITY TRUSTEE", which expression will
include its successors and assigns and which has agreed to become a
party to this Agreement solely for the purpose of taking the benefit of
Parts 5(b) and 5(l) of this Schedule and assuming the obligations under
the final paragraph of Part 5(f) of this Schedule).
Part 1. TERMINATION PROVISIONS
(a) "SPECIFIED ENTITY" means in relation to Party A for the purpose of:-
Section 5(a)(v), none
Section 5(a)(vi), none
Section 5(a)(vii), none
Section 5(b)(iv), none
and in relation to Party B for the purpose of:-
Section 5(a)(v), none
Section 5(a)(vi), none
Section 5(a)(vii), none
Section 5(b)(iv), none
(b) "SPECIFIED TRANSACTION" will have the meaning specified in Section 14
of this Agreement.
(c) The "CROSS DEFAULT" provisions of Section 5(a)(vi), will not apply to
Party A and will not apply to Party B.
(d) The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will not
apply to Party A and will not apply to Party B.
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(e) The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not
apply to Party A and will not apply to Party B.
(f) PAYMENTS ON EARLY TERMINATION. For the purposes of Section 6(e) of this
Agreement:-
(i) Market Quotation will apply.
(ii) The Second Method will apply.
(g) "TERMINATION CURRENCY" means Sterling.
(h) "ADDITIONAL TERMINATION EVENT" will apply. In addition to the
Additional Termination Events set forth in Parts 5(f)(iv) and
5(f)(viii) of this Schedule, the following will each constitute an
Additional Termination Event:
(i) The Additional Tax Representation (as defined in Part 2(b) of
this Schedule), proves to have been incorrect or misleading in
any material respect with respect to one or more Transactions
(each an "AFFECTED TRANSACTION" for the purpose of this
Additional Termination Event) when made or repeated or deemed
to have been made or repeated. For the purpose of the
foregoing Termination Event, the Affected Party will be Party
A only.
(ii) A redemption or purchase of the Series 3 Class B Eighth Issuer
Notes occurs pursuant to Condition 5(F) (redemption or
purchase following a regulatory event) of the terms and
conditions thereof. For the purpose of the foregoing
Termination Event: (A) for the purpose of Section 6(b)(iv),
both parties will be Affected Parties; and (B) for the purpose
of Section 6(e), the Affected Party will be Party B only.
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Part 2. TAX REPRESENTATIONS
(a) PAYER REPRESENTATIONS. For the purpose of Section 3(e) of this
Agreement, Party A and Party B each make the following representation:
It is not required by any applicable law, as modified by the practice
of any relevant governmental revenue authority, of any Relevant
Jurisdiction to make any deduction or withholding for or on account of
any Tax from any payment (other than interest under Section 2(e),
6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party
under this Agreement. In making this representation, it may rely on (i)
the accuracy of any representations made by the other party pursuant to
Section 3(f) of this Agreement, (ii) the satisfaction of the agreement
contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the
accuracy and effectiveness of any document provided by the other party
pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii)
the satisfaction of the agreement of the other party contained in
Section 4(d) of this Agreement, except that it will not be a breach of
this representation where reliance is placed on clause (ii) and the
other party does not deliver a form or document under Section 4(a)(iii)
by reason of material prejudice to its legal or commercial position.
(b) PAYEE REPRESENTATIONS. For the purpose of Section 3(f) of the
Agreement, Party A makes the following representation (the "ADDITIONAL
TAX REPRESENTATION"): it is entering into each Transaction through a
permanent establishment in the United Kingdom within the charge to
United Kingdom corporation tax and holds the Transaction solely for the
purpose of a trade carried on by it through that permanent
establishment otherwise as the agent or nominee for another person.
For the purpose of Section 3(f) of the Agreement, Party B does not make
any representation.
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Part 3. AGREEMENT TO DELIVER DOCUMENTS
For the purpose of Sections 4(a)(i) and 4(a)(ii) of this Agreement, each party
agrees to deliver the following documents, as applicable:
(a) Tax forms, documents or certificates to be delivered are: none
(b) Other documents to be delivered are:
PARTY REQUIRED COVERED BY
TO DELIVER FORM/DOCUMENT/ DATE BY WHICH SECTION 3(D)
DOCUMENT CERTIFICATE TO BE DELIVERED REPRESENTATION
Party A and Appropriate evidence of On signing of this Yes
Party B its signatory's authority Agreement
Party B Certified copy of On signing of this Yes
board resolution and Agreement
constitutional documents
Party A Legal opinion from in-house On signing of this No
counsel to Party A in form and Agreement
substance satisfactory to
Party B
Party B Legal opinions from On signing of this No
Xxxxx & Xxxxx LLP in form and Agreement
substance satisfactory to
Party A
Party A Credit Support Document in On signing of this Yes
respect of Party A specified in Agreement
Part 4(f) of this Schedule
Party B Executed Copy of Trust Deed On signing of this
Agreement or as soon as
practicable thereafter.
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Part 4. MISCELLANEOUS
(a) ADDRESSES FOR NOTICES.
Address for notices or communications to Party A:
Address: IXIS Corporate & Investment Bank, London Branch
Xxxxxx Bridge
00 Xxxxxxx Xxxx
Xxxxxx XX0X 0XX
Attention: Xxxx Xxxxxx
Facsimile No.: x00 00 0000 0000
With a copy to: IXIS Corporate & Investment Bank
Address: Back-Office Derives FMP10
00 Xxxx x'Xxxxxxxxxx
00000 Xxxxx cedex 13
Attention: Xxxxxxxxxx Xxxxxx
Facsimile No.: x00 0 0000 0000
Address for notices or communications to Party B:
Address: 00 Xxxxx Xx. Xxxxx'x
Xxxxxx
XX0X 0XX
Attention: The Secretary
Facsimile No.: 020 7398 6325
With a copy to: (i) HBOS Treasury Services plc
Address: 00 Xxx Xxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Attention: Head of Capital Markets and Securitisation
Facsimile No.: 020 7574 8784
(ii) the Security Trustee:
Address: The Bank of Xxx Xxxx
Xxx Xxxxxx Xxxxxx
Xxxxxx
X00 0XX
Attention: Global Structured Finance - Corporate Trust
Facsimile No.: 020 7964 6061/6399
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(b) PROCESS AGENT. For the purpose of Section 13(c) of this Agreement:
Party A appoints as its Process Agent: None.
Party B appoints as its Process Agent: None.
(c) OFFICES. The provisions of Section 10(a) will apply to this Agreement.
(d) MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement:
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
(e) CALCULATION AGENT. The Calculation Agent is Party A.
(f) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:
In respect of Party A: The Credit Support Annex dated the date hereof
between Party A and Party B.
In respect of Party B: None.
(g) CREDIT SUPPORT PROVIDER. Credit Support Provider means in relation to
Party A, none .
Credit Support Provider means in relation to Party B, none.
(h) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with English law.
(i) NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this
Agreement will apply to Transactions entered into under this Agreement
unless otherwise specified in a Confirmation.
(j) "AFFILIATE" will have the meaning specified in Section 14 of this
Agreement.
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Part 5. OTHER PROVISIONS
(a) NO SET-OFF
(i) All payments under this Agreement will be made without set-off or
counterclaim, except as expressly provided for in Section 6.
(ii) Section 6(e) will be amended by the deletion of the following sentence:
"The amount, if any, payable in respect of an Early Termination Date
and determined pursuant to this Section will be subject to any
Set-off."
(b) SECURITY INTEREST
Notwithstanding Section 7, Party A hereby agrees and consents to the assignment
by way of security by Party B of its interests under this Agreement (without
prejudice to, and after giving effect to, any contractual netting provision
contained in this Agreement) to the Security Trustee (or any successor thereto)
pursuant to and in accordance with the Eighth Issuer Deed of Charge and
acknowledges notice of such assignment. Each of the parties hereby confirms and
agrees that the Security Trustee will not be liable for any of the obligations
of Party B hereunder.
(c) DISAPPLICATION OF CERTAIN EVENTS OF DEFAULT
Section 5(a)(ii), Section 5(a)(iii), Section 5(a)(iv), Section 5(a)(v), Section
5(a)(vii)(2), (6), (7) and (9) and Section 5(a)(viii) will not apply in respect
of Party B.
Section 5(a)(vii)(8) will not apply in respect of Party B to the extent that it
applies to Section 5(a)(vii)(2), (6), (7) and (9).
(d) DISAPPLICATION OF CERTAIN TERMINATION EVENTS
The "Tax Event Upon Merger" provision of Section 5(b)(iii) will not apply to
Party A or to Party B.
The "Tax Event" provision of Section 5(b)(ii) will not apply to Party B and will
apply to Party A, provided that:
(i) the application and interpretation of Section 5(b)(ii) shall be
restricted to a Change in Tax Law, as defined below; and
(ii) Party A will only be entitled to designate an Early Termination Date in
respect of a Transaction on the basis of a Tax Event affecting that
Transaction if it obtains the prior consent of the Security Trustee.
Such consent shall be given where Party A has provided the Security
Trustee with (1) a certificate signed by two authorised signatories of
Party A stating that a Change in Tax Law has occurred and identifying
such Change in Tax Law, and (2) an opinion in form and substance
satisfactory to the Security Trustee of independent legal advisers of
recognised standing to the effect that Party A has been or will be
required to pay a Gross-Up Amount (or, as the case may be, a Liability
Amount) under Section 2(d) as a result of such Change in Tax Law.
For these purposes "Change in Tax Law" means any enactment, promulgation,
execution or ratification of, or any change in or amendment to, any law that
occurs on or after the date on which the relevant Transaction is entered into.
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(e) ADDITIONAL EVENT OF DEFAULT
The following will constitute an additional Event of Default with respect to
Party B:
"NOTE ACCELERATION NOTICE. A Note Acceleration Notice is served on Party B in
relation to the Series 3 Class B Eighth Issuer Notes."
(f) RATINGS EVENT
(i) If the short-term, unsecured and unsubordinated debt obligations of
Party A (or its successor) or any Credit Support Provider from time to
time in respect of Party A cease to be rated at least as high as "A-1+"
by Standard & Poor's Rating Services, a division of The XxXxxx-Xxxx
Companies, Inc. ("S&P") and, as a result of such cessation, the then
current rating of the Series 3 Class B Eighth Issuer Notes is
downgraded or placed under review for possible downgrade by S&P (an
"INITIAL S&P RATING EVENT"), then Party A will at its own cost either:
(A) within 10 days of an Initial S&P Rating Event provide
collateral in the form of cash or securities or both in
support of its obligations under this Agreement in accordance
with the provisions of the Credit Support Annex; or
within 30 days of the occurrence of such Initial S&P Rating Event:
(B) transfer all of its rights and obligations with respect to
this Agreement to a replacement third party satisfactory to
the Security Trustee (whose consent will be given if S&P
confirms that such transfer would maintain the rating of the
Series 3 Class B Eighth Issuer Notes by S&P at, or restore the
rating of the Series 3 Class B Eighth Issuer Notes by S&P to,
the level it would have been at immediately prior to such
Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect
to this Agreement from a third party satisfactory to the
Security Trustee (whose consent will be given if S&P confirms
that such guarantee would maintain the rating of the Series 3
Class B Eighth Issuer Notes at, or restore the rating of the
Series 3 Class B Eighth Issuer Notes to, the level it would
have been at immediately prior to such Initial S&P Rating
Event); or
(D) take such other action as Party A may agree with S&P as will
result in the rating of the Series 3 Class B Eighth Issuer
Notes following the taking of such action being maintained at,
or restored to, the level it would have been at immediately
prior to such Initial S&P Rating Event.
If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at
any time, all collateral (or the equivalent thereof, as appropriate)
transferred by Party A pursuant to paragraph (i)(A) above will be
re-transferred directly to Party A outside of the relevant Priority of
Payments and Party A will not be required to transfer any additional
collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of
Party A (or its successor) or any Credit Support Provider from time to
time in respect of Party A cease to be rated at least as high as "A-3"
by S&P and, as a result of such downgrade, the then current rating of
the Series 3 Class B Eighth Issuer Notes may in the reasonable opinion
of S&P be downgraded or placed under review for possible downgrade
(such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will,
within 10 days of the occurrence of such Subsequent S&P Rating Event,
at its own cost either:
(A) transfer all of its rights and obligations with respect to
this Agreement to a replacement third party satisfactory to
the Security Trustee (whose consent will be given if S&P
confirms that such transfer would maintain the rating of the
Series 3 Class B Eighth Issuer Notes by S&P
8
at, or restore the rating of the Series 3 Class B Eighth
Issuer Notes by S&P to, the level it would have been at
immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will
result in the rating of the Series 3 Class B Eighth Issuer
Notes following the taking of such action being maintained at,
or restored to, the level it would have been at immediately
prior to such Subsequent S&P Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect
to this Agreement from a third party satisfactory to the
Security Trustee (whose consent will be given if S&P confirms
that such guarantee would maintain the rating of the Series 3
Class B Eighth Issuer Notes at, or restore the rating of the
Series 3 Class B Eighth Issuer Notes to, the level it would
have been at immediately prior to such Subsequent S&P Rating
Event),
and, if, at the time a Subsequent S&P Rating Event occurs, Party A has
provided collateral pursuant to a xxxx-to-market collateral arrangement
put in place pursuant to paragraph (i)(A) above following an Initial
S&P Rating Event, it will continue to post collateral notwithstanding
the occurrence of a Subsequent S&P Rating Event until such time as any
of paragraphs (ii)(A), (ii)(B) or (ii)(C) above have been satisfied.
If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at
any time, all collateral (or the equivalent thereof, as appropriate)
transferred by Party A pursuant to paragraph (i)(A) above will be
re-transferred directly to Party A outside of the relevant Priority of
Payments and Party A will not be required to transfer any additional
collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations
of Party A (or its successor) or any Credit Support Provider
from time to time in respect of Party A cease to be rated at
least as high as "A1" (or its equivalent) by Xxxxx'x; or
(B) the short-term, unsecured and unsubordinated debt obligations
of Party A (or its successor) or any Credit Support Provider
from time to time in respect of Party A cease to be rated at
least as high as "Prime-1" (or its equivalent) by Xxxxx'x,
(such cessation being an "INITIAL XXXXX'X RATING EVENT"), then Party A
will at its own cost either:
(1) within 10 days of an Initial Xxxxx'x Rating Event provide
collateral in the form of cash or securities or both in
support of its obligations under this Agreement in accordance
with the provisions of the Credit Support Annex; or
within 30 days of the occurrence of such Initial Xxxxx'x Rating Event:
(2) transfer all of its rights and obligations with respect to
this Agreement to either (x) a replacement third party with
the Required Ratings (as defined below) domiciled in the same
legal jurisdiction as Party A or Party B, or (y) a replacement
third party as Party A may agree with Xxxxx'x;
(3) procure another person to become co-obligor or guarantor in
respect of the obligations of Party A under this Agreement,
which co-obligor or guarantor may be either (x) a person with
the Required Ratings (as defined below) domiciled in the same
legal jurisdiction as Party A or Party B, or (y) such other
person as Party A may agree with Xxxxx'x; or
(4) take such other action as Party A may agree with Xxxxx'x.
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If any of paragraphs (iii)(2), (iii)(3) or (iii)(4) above are satisfied
at any time, all collateral (or the equivalent thereof, as appropriate)
transferred by Party A pursuant to paragraph (iii)(1) above will be
re-transferred directly to Party A outside of the relevant Priority of
Payments and Party A will not be required to transfer any additional
collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations
of Party A (or its successor) or any Credit Support Provider
from time to time in respect of Party A cease to be rated as
high as "A3" (or its equivalent) by Xxxxx'x; or
(B) the short-term, unsecured and unsubordinated debt obligations
of Party A (or its successor) or any Credit Support Provider
from time to time in respect of Party A cease to be rated as
high as "Prime-2" (or its equivalent) by Xxxxx'x,
(such cessation being a "SUBSEQUENT XXXXX'X RATING EVENT"), then Party
A will:
(1) on a reasonable efforts basis, as soon as reasonably
practicable after the occurrence of such Subsequent Xxxxx'x
Rating Event, at its own cost, either:
(aa) transfer all of its rights and obligations with
respect to this Agreement to either (x) a replacement
third party with the Required Ratings (as defined
below) domiciled in the same legal jurisdiction as
Party A or Party B, or (y) a replacement third party
as Party A may agree with Xxxxx'x;
(bb) procure another person to become co-obligor or
guarantor in respect of the obligations of Party A
under this Agreement, which co-obligor or guarantor
may be either (x) a person with the Required Ratings
(as defined below) domiciled in the same legal
jurisdiction as Party A or Party B, or (y) such other
person as Party A may agree with Xxxxx'x; or
(cc) take such other action as Party A may agree with
Xxxxx'x; and
(2) provide collateral in the form of cash or securities or both
in support of its obligations under this Agreement in
accordance with the provisions of the Credit Support Annex.
If any of paragraphs (iv)(1)(aa), (bb) or (cc) above are satisfied at
any time, all collateral (or the equivalent thereof, as appropriate)
transferred by Party A pursuant to paragraph (iv)(2) above will be
re-transferred directly to Party A outside of the relevant Priority of
Payments and Party A will not be required to transfer any additional
collateral.
For the purposes of paragraphs (iii) and (iv) of this Part 5(f),
"REQUIRED RATINGS" means, in respect of the relevant entity, its
short-term, unsecured and unsubordinated debt obligations are rated at
least as high as "Prime-1" and its long-term, unsecured and
unsubordinated debt obligations are rated at least as high as "A1", or
such other ratings as may be agreed with Xxxxx'x from time to time.
In relation to paragraphs (iii)(4) and (iv)(2) above, Party A will,
upon receipt of reasonable notice from Xxxxx'x demonstrate to Xxxxx'x
the calculation by Party A of the xxxx-to-market value of the
outstanding Transactions. In relation to paragraph (iv)(2) above, Party
A will, at its own cost, on receipt of reasonable notice from Xxxxx'x
(which, for the avoidance of doubt, will be no less than 30 days)
arrange a third party valuation of the xxxx-to-market value of the
outstanding Transactions.
(v) If either the long-term, unsecured and unsubordinated debt obligations
of Party A (or its successor) or any Credit Support Provider from time
to time in respect of Party A cease to be rated at least as high as
"A+" (or its equivalent) by Fitch Ratings Ltd ("FITCH") or the
short-term, unsecured and
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unsubordinated debt obligations of Party A (or its successor) or any
Credit Support Provider from time to time in respect of Party A cease
to be rated at least as high as "F1" (or its equivalent) by Fitch and,
as a result of such cessation, the then current rating of the Series 3
Class B Eighth Issuer Notes is downgraded or placed under review for
possible downgrade by Fitch (an "INITIAL FITCH RATING EVENT") then
Party A will, at its own cost, either:
(A) within 10 days of an Initial Fitch Rating Event provide
collateral in the form of cash or securities or both in
support of its obligations under this Agreement in accordance
with the provisions of the Credit Support Annex; or
on a reasonable efforts basis within 30 days of the occurrence of such
Initial Fitch Rating Event:
(B) transfer all of its rights and obligations with respect to
this Agreement to a replacement third party satisfactory to
the Security Trustee (whose consent will be given if Fitch
confirms that such transfer would maintain the rating of the
Series 3 Class B Eighth Issuer Notes by Fitch at, or restore
the rating of the Series 3 Class B Eighth Issuer Notes by
Fitch to, the level it would have been at immediately prior to
such Initial Fitch Rating Event);
(C) obtain a guarantee of its rights and obligations with respect
to this Agreement from a third party satisfactory to the
Security Trustee (whose consent will be given if Fitch
confirms that such guarantee would maintain the rating of the
Series 3 Class B Eighth Issuer Notes at, or restore the rating
of the Series 3 Class B Eighth Issuer Notes to, the level it
would have been at immediately prior to such Initial Fitch
Rating Event); or
(D) take such other action as Party A may agree with Fitch as will
result in the rating of the Series 3 Class B Eighth Issuer
Notes following the taking of such action being maintained at,
or restored to, the level it would have been at immediately
prior to such Initial Fitch Rating Event.
If any of paragraphs (v)(B), (v)(C) or (v)(D) above are satisfied at
any time, all collateral (or the equivalent thereof, as appropriate)
transferred by Party A pursuant to paragraph (v)(A) above will be
re-transferred directly to Party A outside of the relevant Priority of
Payments and Party A will not be required to transfer any additional
collateral.
(vi) If either the long-term, unsecured and unsubordinated debt obligations
of Party A (or its successor) or any Credit Support Provider from time
to time in respect of Party A cease to be rated at least as high as
"BBB+" (or its equivalent) by Fitch or the short-term, unsecured and
unsubordinated debt obligations of Party A (or its successor) or any
Credit Support Provider from time to time in respect of Party A cease
to be rated at least as high as "F2" (or its equivalent) by Fitch and,
as a result of such cessation, the then current rating of the Series 3
Class B Eighth Issuer Notes is downgraded or placed under review for
possible downgrade by Fitch (a "FIRST SUBSEQUENT FITCH RATING EVENT")
then Party A will either:
(A) within 10 days of a First Subsequent Fitch Rating Event
provide collateral in the form of cash or securities in
support of its obligations under this Agreement in accordance
with the provisions of the Credit Support Annex; or
(B) on a reasonable efforts basis within 30 days of the occurrence
of such First Subsequent Fitch Rating Event, at its own cost,
attempt either to:
(1) transfer all of its rights and obligations with
respect to this Agreement to a replacement third party
satisfactory to the Security Trustee (whose consent
will be given if Fitch confirms that such transfer
would maintain the rating of the Series 3 Class B
Eighth Issuer Notes by Fitch at, or restore the rating
of the Series 3 Class B
11
Eighth Issuer Notes by Fitch to, the level it would
have been at immediately prior to such First
Subsequent Fitch Rating Event);
(2) obtain a guarantee of its rights and obligations with
respect to this Agreement from a third party
satisfactory to the Security Trustee (whose consent
will be given if Fitch confirms that such guarantee
would maintain the rating of the Series 3 Class B
Eighth Issuer Notes at, or restore the rating of the
Series 3 Class B Eighth Issuer Notes to, the level it
would have been at immediately prior to such First
Subsequent Fitch Rating Event); or
(3) take such other action as Party A may agree with Fitch
as will result in the rating of the Series 3 Class B
Eighth Issuer Notes following the taking of such
action being maintained at, or restored to, the level
it would have been at immediately prior to such First
Subsequent Fitch Rating Event.
If any of paragraphs (vi)(B)(1), (2) or (3) above are satisfied at any
time, all collateral (or the equivalent thereof, as appropriate)
transferred by Party A pursuant to a xxxx-to-market collateral
agreement put in place in accordance with paragraph (v)(A) above or
paragraph (vi)(A) will be re-transferred directly to Party A outside of
the relevant Priority of Payments and Party A will not be required to
transfer any additional collateral.
(vii) If either the long-term, unsecured and unsubordinated debt obligations
of Party A (or its successor) or any Credit Support Provider from time
to time in respect of Party A cease to be rated at least as high as
"BBB" (or its equivalent) by Fitch or the short-term, unsecured and
unsubordinated debt obligations of Party A (or its successor) or any
Credit Support Provider from time to time in respect of Party A cease
to be rated at least as high as "F3" (or its equivalent) by Fitch and,
as a result of such cessation, the then current rating of the Series 3
Class B Eighth Issuer Notes is downgraded or placed under review for
possible downgrade by Fitch (a "SECOND SUBSEQUENT FITCH RATING EVENT")
then Party A will, on a reasonable efforts basis within 30 days of the
occurrence of such Second Subsequent Fitch Rating Event, at its own
cost, attempt either to:
(A) transfer all of its rights and obligations with respect to
this Agreement to a replacement third party satisfactory to
the Security Trustee (whose consent will be given if Fitch
confirms that such transfer would maintain the rating of the
Series 3 Class B Eighth Issuer Notes by Fitch at, or restore
the rating of the Series 3 Class B Eighth Issuer Notes by
Fitch to, the level it would have been at immediately prior to
such Second Subsequent Fitch Rating Event);
(B) obtain a guarantee of its rights and obligations with respect
to this Agreement from a third party satisfactory to the
Security Trustee (whose consent will be given if Fitch
confirms that such guarantee would maintain the rating of the
Series 3 Class B Eighth Issuer Notes at, or restore the rating
of the Series 3 Class B Eighth Issuer Notes to, the level it
would have been at immediately prior to such Second Subsequent
Fitch Rating Event); or
(C) take such other action as Party A may agree with Fitch as will
result in the rating of the Series 3 Class B Eighth Issuer
Notes following the taking of such action being maintained at,
or restored to, the level it would have been at immediately
prior to such Second Subsequent Fitch Rating Event.
Pending compliance with any of paragraphs (vii)(A), (B) or (C) above,
Party A will provide collateral in the form of cash or securities or
both in support of its obligations under this Agreement in accordance
with the provisions of the Credit Support Annex (provided that the
xxxx-to-market calculations and the correct and timely posting of
collateral thereunder are verified by an independent third party (with
the costs of such independent verification being borne by Party A)). If
any of paragraphs (vii)(A), (B) or (C) above are satisfied at any time,
all collateral (or the equivalent thereof, as appropriate) transferred
by Party A under such a xxxx-to-market collateral agreement will
12
be re-transferred directly to Party A outside of the relevant Priority
of Payments and Party A will not be required to transfer any additional
collateral.
(viii) (A) If Party A does not take any of the measures described in
paragraph (i) above, such failure will not be or give rise to
an Event of Default but will constitute an Additional
Termination Event with respect to Party A which will be deemed
to have occurred on the thirtieth day following the Initial
S&P Rating Event with Party A as the sole Affected Party and
all Transactions as Affected Transactions.
(B) If, at the time a Subsequent S&P Rating Event occurs, Party A
has provided collateral pursuant to paragraph (i)(A) above and
fails to continue to post collateral pending compliance with
any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above, such
failure will not be or give rise to an Event of Default but
will constitute an Additional Termination Event with respect
to Party A and will be deemed to have occurred on the later of
the tenth day following such Subsequent S&P Rating Event and
the thirtieth day following the Initial S&P Rating Event with
Party A as the sole Affected Party and all Transactions as
Affected Transactions. Further, it will constitute an
Additional Termination Event with respect to Party A if, even
if it is posting collateral as required by paragraph (ii)
above and notwithstanding Section 5(a)(ii), Party A does not
take any of the measures described in paragraphs (ii)(A),
(ii)(B) or (ii)(C) above. Such Additional Termination Event
will be deemed to have occurred on the tenth day following the
Subsequent S&P Rating Event with Party A as the sole Affected
Party and all Transactions as Affected Transactions.
(C) If Party A does not take any of the measures described in
paragraph (iii)(1), (2), (3) or (4) above, such failure will
not be or give rise to an Event of Default but will constitute
an Additional Termination Event with respect to Party A and
will be deemed to have occurred on the thirtieth day following
the occurrence of such Initial Xxxxx'x Rating Event with Party
A as the sole Affected Party and all Transactions as Affected
Transactions.
(D) If Party A does not take the measures described in paragraph
(iv)(2) above, such failure will give rise to an Event of
Default with respect to Party A and will be deemed to have
occurred on the thirtieth day following such Subsequent
Xxxxx'x Rating Event (or, if Party A has provided collateral
in accordance with the requirements of paragraph (iii)(4)
above, such Event of Default will be deemed to have occurred
on the tenth day following such Subsequent Xxxxx'x Rating
Event) with Party A as the Defaulting Party. Further, it will
constitute an Additional Termination Event with respect to
Party A if, even after satisfying the requirements of
paragraph (iv)(2) above, and notwithstanding Section 5(a)(ii),
Party A has failed, having applied reasonable efforts, to
either transfer as described in paragraph (iv)(1)(aa), find a
co-obligor or guarantor as described in paragraph (iv)(1)(bb)
or take such other action as described in paragraph
(iv)(1)(cc). Such Additional Termination Event will be deemed
to have occurred on the thirtieth day after receiving notice
of failure to use reasonable efforts with Party A as the sole
Affected Party and all Transactions as Affected Transactions.
(E) If Party A does not take the measures described in paragraph
(v) above, such failure will not be or give rise to an Event
of Default but will constitute an Additional Termination Event
with respect to Party A which will be deemed to have occurred
on the thirtieth day following the Initial Fitch Rating Event
with Party A as the sole Affected Party and all Transactions
as Affected Transactions.
(F) If Party A does not take the measures described in paragraph
(vi) above, such failure will not be or give rise to an Event
of Default but will constitute an Additional Termination Event
with respect to Party A which will be deemed to have occurred
on the thirtieth day following
13
the First Subsequent Fitch Rating Event with Party A as the
sole Affected Party and all Transactions as Affected
Transactions.
(G) If Party A does not, pending compliance with any of paragraphs
(vii)(A), (B) or (C), continue to comply with the terms of the
Credit Support Annex, such failure will give rise to an Event
of Default with respect to Party A and will be deemed to have
occurred on the tenth day following such Second Subsequent
Fitch Rating Event with Party A as the Defaulting Party.
Further, it will constitute an Additional Termination Event
with respect to Party A if, even after satisfying the above
requirements, Party A has failed, within 30 days following
such Second Subsequent Fitch Rating Event, to either transfer
as described in paragraph (vii)(A), find a guarantor as
described in paragraph (vii)(B) or take such other action as
described in paragraph (vii)(C). Such Additional Termination
Event will be deemed to have occurred on the thirtieth day
following such Second Subsequent Fitch Rating Event with Party
A as the sole Affected Party and all Transactions as Affected
Transactions.
(H) In the event that Party B were to designate an Early
Termination Date and there would be a payment due to Party A,
Party B may only designate such an Early Termination Date in
respect of an Additional Termination Event under this Part
5(f) if Party B has found a replacement counterparty willing
to enter into a new transaction on terms that reflect as
closely as reasonably possible, as determined by Party B in
its sole and absolute discretion, the economic, legal and
credit terms of the Terminated Transactions with Party A, and
Party B has acquired the Security Trustee's prior written
consent.
Each of Party B and the Security Trustee will use their reasonable endeavours to
co-operate with Party A in entering into such documents as may reasonably be
requested by Party A in connection with the provision of such collateral.
(g) TRANSFER POLICY
Section 7 of this Agreement will not apply to Party A, who will be required to
comply with, and will be bound by, the following:
Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may
transfer all (but not part only) of its interests and obligations in and under
this Agreement to any of its Affiliates or, with the prior written consent of
Party B, such consent not to be unreasonably withheld, to any other entity (each
such Affiliate or entity a "TRANSFEREE") upon providing five Business Days'
prior written notice to the Note Trustee, provided that:
(i) the Transferee's short-term, unsecured and unsubordinated debt
obligations are then rated not less than "A-1+" by S&P, "Prime-1" by
Xxxxx'x and "F1" by Fitch and its long-term, unsecured and
unsubordinated debt obligations are then rated not less than "AA-" by
S&P, "A1" by Xxxxx'x and "A+" by Fitch (or its equivalent by any
substitute rating agency) or such Transferee's obligations under this
Agreement are guaranteed by an entity whose short-term, unsecured and
unsubordinated debt obligations are then rated not less than "A-1+" by
S&P, "Prime-1" by Xxxxx'x and "F1" by Fitch and whose long-term,
unsecured and unsubordinated debt obligations are then rated not less
than "AA-" by S&P, "A1" by Xxxxx'x and "A+" by Fitch (or its equivalent
by any substitute rating agency);
(ii) the Rating Agencies have confirmed that the transfer will not result in
the then current rating of the Series 3 Class B Eighth Issuer Notes
being downgraded;
(iii) the Transferee will not, as a result of such transfer, be required on
the next succeeding Scheduled Payment Date to withhold or deduct on
account of any Tax (except in respect of default interest) amounts in
excess of that which Party A would, on the next succeeding Scheduled
Payment Date
14
have been required to so withhold or deduct unless the Transferee would
be required to make additional payments pursuant to Section 2(d)(i)(4)
corresponding to such excess;
(iv) a Termination Event or Event of Default does not occur as a result of
such transfer;
(v) no additional amount will be payable by Party B to Party A or the
Transferee on the next succeeding Scheduled Payment Date as a result of
such transfer; and
(vi) the Transferee confirms in writing that it will accept all of the
interests and obligations in and under this Agreement which are to be
transferred to it in accordance with the terms of this provision.
With respect to paragraph (iii) above, each party agrees to make such Payee Tax
Representations and Payer Tax Representations as may reasonably be requested by
the other party in order to reasonably satisfy such other party that such
withholding or deduction will not occur.
Following the transfer, all references to Party A (or its Credit Support
Provider, as applicable) will be deemed to be references to the Transferee.
Save as otherwise provided for in this Agreement and notwithstanding Section 7,
Party A will not be permitted to transfer (by way of security or otherwise) this
Agreement nor any interest or obligation in or under this Agreement without the
prior written consent of the Security Trustee.
(h) ADDITIONAL REPRESENTATION
Section 3 is amended by the addition at the end thereof of the following
additional representations (provided that the representation in Section 3(h)
will be made by Party A only):
"(g) NO AGENCY. It is entering into this Agreement, including each
Transaction, as principal and not as agent of any person or entity.
(h) PARI PASSU. Its obligations under this Agreement rank pari passu
with all of its other unsecured, unsubordinated obligations except
those obligations preferred by operation of law."
(i) RECORDING OF CONVERSATIONS
Each party to this Agreement (i) consents to the recording of the telephone
conversations of trading, marketing and operations personnel of the parties in
connection with this Agreement or any potential Transaction, (ii) agrees to
obtain any necessary consent of, and give notice of such recording to, such
personnel of it and (iii) agrees that in any Proceedings it will not object to
the introduction of such recordings in evidence on the ground that consent was
not properly given.
(j) RELATIONSHIP BETWEEN THE PARTIES
The Agreement is amended by the insertion after Section 14 of an additional
Section 15, reading in its entirety as follows:
"15. RELATIONSHIP BETWEEN THE PARTIES
Each party will be deemed to represent to the other party on the date on which
it enters into a Transaction that (absent a written agreement between the
parties that expressly imposes affirmative obligations to the contrary for that
Transaction):
(a) NON RELIANCE. It is acting for its own account, and it has made its own
independent decisions to enter into that Transaction and as to whether
that Transaction is appropriate or proper for it based upon advice from
such advisers as it has deemed necessary. It is not relying on any
communication
15
(written or oral) of the other party as investment advice or as a
recommendation to enter into that Transaction, it being understood that
information and explanations related to the terms and conditions of a
Transaction will not be considered investment advice or a
recommendation to enter into that Transaction. No communication
(written or oral) received from the other party will be deemed to be an
assurance or guarantee as to the expected results of that Transaction.
(b) ASSESSMENT AND UNDERSTANDING. It is capable of assessing the merits of
and understanding (on its own behalf or through independent
professional advice), and understands and accepts, the terms,
conditions and risks of that Transaction. It is also capable of
assuming, and assumes, the financial and other risks of that
Transaction.
(c) STATUS OF PARTIES. The other party is not acting as a fiduciary for or
an adviser for it in respect of that Transaction."
(k) TAX
The Agreement is amended by deleting Section 2(d) in its entirety and replacing
it with the following:
"(d) Deduction or Withholding for Tax
(i) Requirement to Withhold
All payments under this Agreement will be made without any deduction or
withholding for or on account of any Tax unless such deduction or
withholding is required (including, for the avoidance of doubt, if such
deduction or withholding is required in order for the payer to obtain
relief from Tax) by any applicable law, as modified by the practice of
any relevant governmental revenue authority, then in effect. If a party
("X") is so required to deduct or withhold, then that party (the
"DEDUCTING PARTY"):
(1) will promptly notify the other party ("Y") of such
requirement;
(2) will pay to the relevant authorities the full amount required
to be deducted or withheld (including the full amount required
to be deducted or withheld from any Gross Up Amount (as
defined below) paid by the Deducting Party to Y under this
Section 2(d)) promptly upon the earlier of determining that
such deduction or withholding is required or receiving notice
that such amount has been assessed against Y;
(3) will promptly forward to Y an official receipt (or a certified
copy), or other documentation reasonably acceptable to Y,
evidencing such payment to such authorities; and
(4) if X is Party A, X will promptly pay in addition to the
payment to which Party B is otherwise entitled under this
Agreement, such additional amount (the "GROSS UP AMOUNT") as
is necessary to ensure that the net amount actually received
by Party B will equal the full amount which Party B would have
received had no such deduction or withholding been required.
(ii) Liability
If:
(1) X is required by any applicable law, as modified by the
practice of any relevant governmental revenue authority, to
make any deduction or withholding for or on account of any
Tax; and
(2) X does not so deduct or withhold; and
16
(3) a liability resulting from such Tax is assessed directly
against X,
then, except to the extent that Y has satisfied or then satisfies the
liability resulting from such Tax, (A) where X is Party B, Party A will
promptly pay to Party B the amount of such liability (the "LIABILITY
AMOUNT") (including any related liability for interest and together
with an amount equal to the Tax payable by Party B on receipt of such
amount but including any related liability for penalties only if Party
A has failed to comply with or perform any agreement contained in
Section 4(a)(i), 4(a)(iii) or 4(d)) and Party B will promptly pay to
the relevant government revenue authority the amount of such liability
(including any related liability for interest and penalties) and (B)
where X is Party A and Party A would have been required to pay a Gross
Up Amount to Party B, Party A will promptly pay to the relevant
government revenue authority the amount of such liability (including
any related liability for interest and penalties).
(iii) Tax Credit etc.
Where Party A pays an amount in accordance with Section 2(d)(i)(4)
above, Party B undertakes as follows:
(1) to the extent that Party B obtains any Tax credit, allowance,
set-off or repayment from the tax authorities of any
jurisdiction relating to any deduction or withholding giving
rise to such payment (a "TAX CREDIT"), it will pay to Party A
as soon as practical after receipt of the same so much of the
cash benefit (as calculated below) relating thereto which it
has received as will leave Party B in substantially the same
(but in any event no worse) position as Party B would have
been in if no such deduction or withholding had been required;
(2) the "cash benefit" will, in the case of a Tax credit,
allowance or set-off, be the additional amount of Tax which
would have been payable by Party B in the jurisdiction
referred to in clause (1) above but for the obtaining by it of
the said Tax credit, allowance or set-off and, in the case of
a repayment, will be the amount of the repayment together, in
either case, with any related interest, repayment supplement
or similar payment obtained by Party B; and
(3) it will use all reasonable endeavours to obtain any Tax Credit
as soon as is reasonably practicable provided that it will be
the sole judge of the amount of such Tax Credit and of the
date on which the same is received and will not be obliged to
disclose to Party A any information relating to its tax
affairs or tax computations save that Party B will, upon
request by Party A, supply Party A with a reasonably detailed
explanation of its calculation of the amount of any such Tax
Credit and of the date on which the same is received."
(l) SECURITY, ENFORCEMENT AND LIMITED RECOURSE
(i) Party A agrees with Party B and the Security Trustee to be bound by the
terms of the Eighth Issuer Deed of Charge and, in particular, confirms
that: (A) no sum will be payable by or on behalf of Party B to it
except in accordance with the provisions of the Eighth Issuer Deed of
Charge; and (B) it will not take any steps for the winding up,
dissolution or reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee, liquidator,
sequestrator or similar officer of Party B or of any or all of its
revenues and assets nor participate in any ex parte proceedings nor
seek to enforce any judgment against Party B, subject to the provisions
of the Eighth Issuer Deed of Charge.
(ii) In relation to all sums due and payable by Party B to Party A, Party A
agrees that it will have recourse only to Eighth Issuer Available
Funds, but always subject to the order of priority of payments set out
in the Eighth Issuer Cash Management Agreement and the Eighth Issuer
Deed of Charge.
17
(m) CONDITION PRECEDENT
Section 2(a)(iii) will be amended by the deletion of the words "a Potential
Event of Default" in respect of obligations of Party A only.
(n) REPRESENTATIONS
Section 3(b) will be amended by the deletion of the words "or Potential Event of
Default" in respect of the representation given by Party B only.
(o) ADDITIONAL DEFINITIONS
Words and expressions defined in the Amended and Restated Master Definitions and
Construction Schedule (the "MASTER SCHEDULE") and the Eighth Issuer Master
Definitions and Construction Schedule (the "ISSUER SCHEDULE") (together the
"MASTER DEFINITIONS SCHEDULE") signed on or about the date of this Agreement
will, except so far as the context otherwise requires, have the same meaning in
this Agreement. In the event of any inconsistency between the definitions in
this Agreement and in the Master Definitions Schedule the definitions in this
Agreement will prevail. In the event of any inconsistency between the Master
Schedule and the Issuer Schedule, the Issuer Schedule will prevail. The rules of
interpretation set out in the Master Definitions Schedule will apply to this
Agreement.
(p) CHANGE OF ACCOUNT
Section 2(b) of this Agreement is hereby amended by the addition of the
following at the end thereof:
"; provided that such new account will be in the same legal and tax jurisdiction
as the original account and such new account, in the case of Party B, is held
with a financial institution with a short-term, unsecured, unsubordinated and
unguaranteed debt obligation rating of at least "Prime-1" (in the case of
Xxxxx'x), "A-1+" (in the case of S&P) and "F1+" (in the case of Fitch) (or, if
such financial institution is not rated by a Rating Agency, at such equivalent
rating that is acceptable to such Rating Agency)."
(q) MODIFICATIONS TO CLOSE-OUT PROVISIONS
Upon the occurrence of an Event of Default with respect to Party A or an
Additional Termination Event which entitles Party B to terminate any Affected
Transaction pursuant to Section 6(b) of the Agreement, Party B will be entitled
(but not obliged in the event that it does not designate an Early Termination
Date) to proceed in accordance with Section 6 of this Agreement, subject to the
following:
(i) For the purposes of Section 6(d)(i), Party B's obligation with respect
to the extent of information to be provided with its calculations is
limited to information Party B has already received in writing and
provided Party B is able to release this information without breaching
the provisions of any law applicable to, or any contractual restriction
binding upon, Party B.
(ii) The following amendments will be deemed to be made to the definition of
"Market Quotation":
(A) the word "firm" will be added before the word "quotations" in
the second line; and
(B) the words ", provided that such documentation would either be
the same as this Agreement and the existing confirmations
hereto (and the long-term, unsecured and unsubordinated debt
obligations of the Reference Market-maker are rated not less
than "A+" by S&P and "A1" by Xxxxx'x and the short-term,
unsecured and unsubordinated debt obligations of the Reference
Market-maker are rated not less than "Prime-1" by Xxxxx'x and
"F1" by Fitch (or, if such Reference Market-maker is not rated
by a Rating Agency, at such equivalent rating that is
acceptable to such Rating Agency)) or the Rating Agencies have
confirmed in writing that such proposed documentation will not
adversely impact the ratings of the Notes" will be added after
"agree" in the sixteenth line; and
18
(C) the last sentence will be deleted and replaced with the
following:
"If, on the last date set for delivery of quotations, exactly
two quotations are provided, the Market Quotation will be the
higher of the two quotations. If only one quotation is
provided on such date, Party B may, in its discretion, accept
such quotation as the Market Quotation and, if Party B does
not accept such quotation (or if no quotation has been
provided), it will be deemed that the Market Quotation in
respect of the Terminated Transaction cannot be determined. If
no quotation has been provided, it will be deemed that the
Market Quotation in respect of the Terminated Transaction
cannot be determined."
(iii) For the purpose of the definition of "Market Quotation", and without
limitation of the general rights of Party B under the Agreement:
(A) Party B will undertake to use its reasonable efforts to obtain
at least three firm quotations as soon as reasonably
practicable after the Early Termination Date and in any event
within the time period specified pursuant to Part 5(q)(iii)(C)
below;
(B) Party A will, for the purposes of Section 6(e), be permitted
to obtain on behalf of Party B quotations from Reference
Market-makers;
(C) If no quotations have been obtained within 6 Local Business
Days after the occurrence of the Early Termination Date or
such longer period as Party B may specify in writing to Party
A, then it will be deemed that the Market Quotation in respect
of the Terminated Transaction cannot be determined;
(D) Party B will be deemed to have discharged its obligations
under Part 5(q)(iii)(A) above if it promptly requests, in
writing, Party A (such request to be made within two Local
Business Days after the occurrence of the Early Termination
Date) to obtain on behalf of Party B quotations from Reference
Market-makers. Party A agrees to act in accordance with such
request; and
(E) Party B will not be obliged to consult with Party A as to the
day and time of obtaining any quotations.
(r) CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this Agreement will not have any right under the
Contracts (Rights of Third Parties) Xxx 0000 to enforce any of its terms but
this will not affect any right or remedy of a third party which exists or is
available apart from that Act.
(s) RECORDING OF COLLATERAL
In accordance with the Eighth Issuer Cash Management Agreement, any collateral
provided by Party A under this agreement will be held in an Eighth Issuer Swap
Collateral Account.
19
From: IXIS Corporate & Investment Bank, London Branch
Xxxxxx Bridge
00 Xxxxxxx Xxxx
Xxxxxx XX0X 0XX
To: Permanent Financing (No. 8) PLC
00 Xxxxx Xx. Xxxxx'x
Xxxxxx
XX0X 0XX
Attention: The Secretary
To: Xxx Xxxx xx Xxx Xxxx
Xxx Xxxxxx Xxxxxx
Xxxxxx
X00 0XX
Attention: Global Structured Finance - Corporate Trust
22nd June, 2005
Dear Sirs,
CONFIRMATION - SERIES 3 CLASS B DOLLAR TO STERLING CURRENCY SWAP
The purpose of this letter is to confirm the terms and conditions of the Swap
Transaction entered into between us on the Trade Date specified below. This
letter constitutes a "CONFIRMATION" as referred to in the 1992 ISDA Master
Agreement (Multicurrency-Cross Border) (Series 3 Class B) entered into between
us, you and The Bank of New York (the "SECURITY TRUSTEE") dated as of 8th June,
2005, as amended and supplemented from time to time (the "AGREEMENT").
The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc. (the
"DEFINITIONS") are incorporated into this Confirmation. In the event of any
inconsistency between any of the following, the first listed will govern (i)
this Confirmation; (ii) the Master Definitions Schedule; and (iii) the
Definitions.
1. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:
Party A: IXIS Corporate & Investment Bank, London
Branch
Party B: Permanent Financing (No. 8) PLC
Trade Date: 8th June, 2005
Effective Date: 22nd June, 2005
Termination Date: The earlier of (i) the Quarterly
Interest Payment Date falling in June
2042 and (ii) the date on which all of
the Series 3 Class B Eighth Issuer Notes
are redeemed in full except (A) pursuant
to Condition 5(F) (redemption or
purchase following
20
a regulatory event) of the terms and
conditions of the Series 3 Class B
Eighth Issuer Notes and (B) following
delivery of a Note Acceleration Notice
on Party B in relation to the Series 3
Class B Eighth Issuer Notes.
Dollar Currency Exchange Rate: 1.8375 USD per GBP
Business Days: London Business Day, New York Business
Day and TARGET Business Day.
Calculation Period: Has the meaning given to such term in
the Definitions.
Calculation Agent: Party A
Party A Floating Amounts:
Party A Currency Amount: In respect of each Party A Calculation
Period, an amount in Dollars equal to
the principal amount outstanding of the
Series 3 Class B Eighth Issuer Notes on
the first day of such Calculation Period
(after taking into account any
redemption on such day).
Party A Payment Dates: Each Quarterly Interest Payment Date
from and including the Quarterly
Interest Payment Date falling in
September 2005 up to the Termination
Date and the Termination Date.
Party A Floating Rate: In respect of each Party A Calculation
Period, Three-Month USD-LIBOR determined
in respect of the first day of such
Party A Calculation Period.
Spread: 0.20 per cent. for Party A Calculation
Periods commencing prior to the
Quarterly Interest Payment Date falling
in December 2011 and 0.40 per cent.
thereafter.
Party A Floating Rate Day
Count Fraction: Actual/360
Party B Floating Amounts:
Party B Currency Amount: In respect of each Party B Calculation
Period, an amount in Sterling equivalent
to the Party A Currency Amount for the
Party A Calculation Period commencing on
the first day of such Party B
Calculation Period converted by
reference to the Dollar Currency
Exchange Rate.
Party B Payment Dates: Each Quarterly Interest Payment Date
from and including the Quarterly
Interest Payment Date falling in
September 2005 up to the Termination
Date and the Termination Date.
Party B Floating Rate: In respect of each Party B Calculation
Period, Sterling-LIBOR determined in
respect of the first day of such Party B
Calculation Period.
21
Spread: 0.2294 per cent. for Party B Calculation
Periods commencing prior to the
Quarterly Interest Payment Date falling
in December 2011 and 0.7088 per cent.
thereafter.
Party B Floating Rate Day
Count Fraction: Actual/365 (Fixed)
Initial Exchange:
Initial Exchange Date: Effective Date
Party A Initial
Exchange Amount: GBP 28,300,000
Party B Initial
Exchange Amount: USD 52,000,000
Interim Exchange:
Interim Exchange Dates: Each Quarterly Interest Payment Date
(other than the Termination Date) on
which any of the Series 3 Class B Eighth
Issuer Notes are redeemed in whole or in
part.
Party A Interim
Exchange Amount: In respect of each Interim Exchange
Date, an amount in Dollars equal to the
amount of the Series 3 Class B Eighth
Issuer Notes redeemed on such Interim
Exchange Date.
Party B Interim
Exchange Amount: In respect of each Interim Exchange
Date, the Sterling equivalent of the
Party A Interim Exchange Amount for such
Interim Exchange Date converted by
reference to the Dollar Currency
Exchange Rate.
Final Exchange:
Final Exchange Date: Termination Date
Party A Final Exchange Amount: An amount in Dollars equal to the
principal amount outstanding of the
Series 3 Class B Eighth Issuer Notes on
the Final Exchange Date (before taking
into account any redemption on such
day).
Party B Final Exchange Amount: An amount in Sterling equal to the
principal amount outstanding of the
Series 3 Class B Eighth Issuer Notes on
the Final Exchange Date (before taking
into account any redemption on such
day), converted by reference to the
Dollar Currency Exchange Rate.
If Party B does not have sufficient
principal available pursuant to the
Eighth Issuer Cash Management Agreement
to pay the Party B Final Exchange Amount
in full on the Final Exchange Date and
accordingly pays only a part of the
Party B Final Exchange Amount to Party A
on such date, Party A will be obliged on
such
22
date to deliver only the Dollar
Equivalent of such part of the Party B
Final Exchange Amount, converted by
reference to the Dollar Currency
Exchange Rate.
2. Deferral of Floating Amounts:
If any payment of interest under the Series 3 Class B Eighth Issuer
Notes is deferred in accordance with the terms and conditions of the
Series 3 Class B Eighth Issuer Notes, a corresponding part as
determined by the Calculation Agent of the Party A Floating Amount and
a pro rata part as determined by the Calculation Agent of the Party B
Floating Amount which, in each case, would otherwise be due in respect
of the relevant Quarterly Interest Payment Date will be deferred.
The amount so deferred on the Party A Floating Amount will be payable
on the next Party A Payment Date (together with an additional floating
amount which shall be accrued thereon as determined by the Calculation
Agent at the applicable Party A Floating Rate (excluding the Spread))
and the Party A Floating Amount due on such date will be deemed to
include such amounts.
The amount so deferred on the Party B Floating Amount will be payable
on the next Party B Payment Date (together with an additional floating
amount which shall be accrued thereon as determined by the Calculation
Agent at the applicable Party B Floating Rate (excluding the Spread))
and the Party B Floating Amount due on such will be deemed to include
such amounts.
On any subsequent occasion if any payment of interest under the Series
3 Class B Eighth Issuer Notes is deferred (including any payment of a
previous shortfall of interest or any payment of interest on such
shortfall) in accordance with the terms and conditions of the Series 3
Class B Eighth Issuer Notes, all or a corresponding part as determined
by the Calculation Agent of the Party A Floating Amount and a pro rata
part as determined by the Calculation Agent of the Party B Floating
Amount will be deferred.
The amount so deferred on the Party A Floating Amount will be payable
on the next Party A Payment Date (together with an additional floating
amount which shall be accrued thereon as determined by the Calculation
Agent at the applicable Party A Floating Rate (excluding the Spread))
and the Party A Floating Amount due on such date will be deemed to
include such amounts.
The amount so deferred on the Party B Floating Amount will be payable
on the next Party B Payment Date (together with an additional floating
amount which shall be accrued thereon as determined by the Calculation
Agent at the applicable Party B Floating Rate (excluding the Spread))
and the Party B Floating Amount due on such date will be deemed to
include such amounts.
3. Account Details:
Payments to Party A
in Dollars: Bank: Deutsche Bank Trust Company Americas,
New York /XXXXXX00
Beneficiary account : 044 294 53
Beneficiary: CDC Finance - CDC Ixis, Paris CDCFFRPP
Further credit: IXIS Corporate & Investment Bank, Paris
IXIBFRPP
23
Payments to Party A
in Sterling: Bank: Barclays Bank plc, London
XXXXXX00 - SC 203253
Beneficiary account : 8042 0387
Beneficiary: CDC Finance - CDC Ixis, Paris
CDCFFRPP
Further Credit: IXIS Corporate & Investment Bank, Paris
IXIBFRPP
Payments to Party B
in Dollars: Bank: Citibank, N.A., New York
Credit Account: 00000000
New York Swift: XXXXXX00
FAO: Citibank, N.A., London
London Swift: CITIGB2L
Reference: GATS "Permanent Financing (No. 8) PLC"
Payments to Party B
in Sterling: Bank: The Governor and Company of the Bank of Scotland
Account Number: 00000000
Sort Code: 12-24-55
Account Name: Permanent Financing (No. 8) PLC Transaction Account
It is agreed by the parties that payments made by Party A to the
Principal Paying Agent in accordance with the settlement instructions,
as detailed above, will be considered as absolute and conclusive
discharge of Party A's obligations to Party B in respect of such
payment, regardless of whether the Principal Paying Agent makes a
payment in turn to Party B. This will continue to be the case until
Party B changes its account in accordance with Section 2(b) of the
Agreement.
4. Notification to Party A
For the purpose of making any determination or calculation hereunder,
the Calculation Agent may rely on any information, report, notice or
certificate delivered to it by the Eighth Issuer Cash Manager or Party
B and the Calculation Agent will not be liable for any error,
incompleteness or omission regarding such information.
Party B or the Eighth Issuer Cash Manager acting on its behalf, will
notify Party A of the amount of principal payments to be made on the
Series 3 Class B Eighth Issuer Notes on each Quarterly Interest Payment
Date no later than two (2) Business Days prior to such Quarterly
Interest Payment Date, and Party A will confirm to Party B or the
Eighth Issuer Cash Manager, as the case may be, no later than one (1)
Business Day prior to such Quarterly Interest Payment Date that Party A
will make such payment to Party B on such Quarterly Interest Payment
Date.
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5. Notice Details:
Party A: IXIS Corporate & Investment Bank, London Branch
Address: Xxxxxx Xxxxxx
00 Xxxxxxx Xxxx
Xxxxxx XX0X 0XX
Facsimile No.: x00 00 0000 0000
Attention: Xxxx Xxxxxx
With a copy to:
Name: IXIS Corporate & Investment Bank
Address: Back-Office Derives FMP10
00 Xxxx x'Xxxxxxxxxx
00000 Xxxxx cedex 13
Facsimile Number: + 33 1 5855 2110
Attention: Xxxxxxxxxx Xxxxxx
Party B: Permanent Financing (No. 8) PLC
Address: 00 Xxxxx Xx. Xxxxx'x
Xxxxxx
XX0X 0XX
Facsimile Number: 020 7398 6325
Attention: The Secretary
With a copy to: (i) the Security Trustee:
Name: The Bank of New York
Address: Xxx Xxxxxx Xxxxxx
Xxxxxx
X00 0XX
Facsimile Number: 020 7964 6061/6399
Attention: Global Structured Finance
(ii) HBOS Treasury Services plc
Address: 00 Xxx Xxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Facsimile Number: 020 7574 8784
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Attention: Head of Capital Markets and Securitisation
Yours faithfully,
IXIS CORPORATE & INVESTMENT BANK, LONDON BRANCH
By:
Name:
Title:
Confirmed as of the date first written:
PERMANENT FINANCING (NO. 8) PLC
By:
Name:
Title:
THE BANK OF NEW YORK
By:
Name:
Title:
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