SECOND SUPPLEMENTAL MASTER ISSUER TRUST DEED EXHIBIT 4.6.1
DATED 21 NOVEMBER 2007
PERMANENT MASTER ISSUER PLC
(AS MASTER ISSUER)
AND
THE BANK OF NEW YORK
(AS NOTE TRUSTEE)
RELATING TO A
MORTGAGE BACKED NOTE PROGRAMME
CONTENTS
CLAUSE PAGE
1. Interpretation.......................................................1
2. Amendment to the Terms and Conditions................................1
3. Amendment to the Covenants of the Master Issuer......................1
4. Supplemental.........................................................2
5. Notices and Demands..................................................2
6. Choice of Law........................................................2
7. Counterparts.........................................................2
8. Third Party Rights...................................................2
9. Submission to Jurisdiction...........................................2
Signatories...................................................................4
APPENDIX
1. Amended and Restated Terms and Conditions............................5
THIS SECOND SUPPLEMENTAL MASTER ISSUER TRUST DEED (this DEED) is made on 21
November 2007
BETWEEN:
(1) PERMANENT MASTER ISSUER PLC (registered number 5922774) whose
registered office is at 00 Xxxxx Xx. Xxxxx'x, Xxxxxx XX0X 0XX (xxx
MASTER ISSUER); and
(2) THE BANK OF NEW YORK, a New York banking corporation whose London
branch address is at 00xx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX
(acting in its capacity as NOTE TRUSTEE, which expression shall
include such company and all other persons and companies for the time
being acting as note trustee under this Deed).
WHEREAS:
(A) This Deed is supplemental to the Master Issuer Trust Deed made between
the parties hereto and dated the Programme Date as supplemented and
amended by the First Supplemental Master Issuer Trust Deed between the
parties hereto and dated 12 January 2007 (herein after referred to as
the EXISTING MASTER ISSUER TRUST DEED).
(B) The Master Issuer and the Note Trustee have agreed to enter into this
Deed to, among other things, permit any consequential changes to the
Terms and Conditions of the Notes set out in Schedule 3 of the
Existing Master Issuer Trust Deed (the TERMS AND CONDITIONS) as are
required and any other amendment as may be required to give effect to
this Deed.
NOW THIS DEED WITNESSES as follows:
1. INTERPRETATION
The amended and restated master definitions and construction schedule
signed by, amongst others, the parties to this Deed and dated 21
November 2007 (as the same may be amended, varied or supplemented from
time to time with the consent of the parties to this Deed) (the MASTER
DEFINITIONS AND CONSTRUCTION SCHEDULE) and the master issuer master
definitions and construction schedule signed by, amongst others, the
parties to this Deed and dated 21 November 2007 (as the same may be
amended, varied or supplemented from time to time with the consent of
the parties to this Deed) (the MASTER ISSUER MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) are expressly and specifically incorporated
into this Deed and, accordingly, the expressions defined in the Master
Definitions and Construction Schedule and the Master Issuer Master
Definitions and Construction Schedule (as so amended, varied or
supplemented from time to time) shall, except where the context
otherwise requires and save where otherwise defined herein, have the
meanings in this Deed, including the Recitals hereto, and this Deed
shall be construed in accordance with the interpretation provisions
set out in Clause 3 (Interpretation and Construction) of the Master
Definitions and Construction Schedule and the Master Issuer Master
Definitions and Construction Schedule.
2. AMENDMENT TO THE TERMS AND CONDITIONS
The Master Issuer and the Note Trustee agree to amend and restate the
Terms and Conditions in accordance with Appendix 1 hereto.
3. AMENDMENT TO THE COVENANTS OF THE MASTER ISSUER
The Master Issuer and the Note Trustee agree to amend the covenants of
the Master Issuer in the Master Issuer Trust Deed by inserting the
following additional clauses 13(ii), 13(jj) and 13(kk):
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"(ii) RETAINED AMOUNTS: ensure that any amounts retained by the
Master Issuer (other than those retained by way of profit)
will be reasonably required to provide for losses or expenses
arising from the Master Issuer's business or to maintain or
enhance its creditworthiness;
(jj) RECEIPTS AND PAYMENT OBLIGATIONS: ensure that (i) all receipts
that may be received by the Master Issuer and (ii) all of the
payment obligations of the Master Issuer, are accurately
reflected in Schedule 2 of the Master Issuer Cash Management
Agreement; and
(kk) NO UNALLOWABLE PURPOSE: ensure that no part of its purposes or
objects in being party to the Transaction Documents and the
transactions contemplated by them has been, is or will be an
"unallowable purpose" within the meaning of paragraph 13 of
Schedule 9 to the Finance Xxx 0000, paragraph 23 of Schedule
26 to the Finance Xxx 0000 or Regulation 12 of the Taxation of
Securitisation Companies Regulations 2006.".
4. SUPPLEMENTAL
This Deed is supplemental to the Original Master Issuer Trust Deed.
Save as expressly amended by this Deed, the Original Master Issuer
Trust Deed shall remain in full force and effect and the security
created under the Original Master Issuer Trust Deed and all of the
other rights, powers, obligations and immunities comprised therein and
arising pursuant thereto shall remain in full force and effect
notwithstanding this Deed. The Original Master Issuer Trust Deed and
this Deed shall henceforth be read and construed as one document and
references in the Original Master Issuer Trust Deed to "this Deed"
shall be read as references to the Original Master Issuer Trust Deed
as supplemented and amended by this Deed.
5. NOTICES AND DEMANDS
Any notice or communication under or in connection with this Deed or
the Master Issuer Trust Deed shall be given in the manner and at the
times set out in Clause 24 (Notices) of the Master Issuer Trust Deed
or at such other address as the recipient may have notified to the
other parties hereto and/or thereto in writing.
6. CHOICE OF LAW
This Deed is governed by and shall be construed in accordance with
English law.
7. COUNTERPARTS
This Deed may be signed (manually or by facsimile) and delivered in
more than one counterpart all of which, taken together, shall
constitute one and the same Deed.
8. THIRD PARTY RIGHTS
This Deed does not create any right under the Contracts (Rights of
Third Parties) Xxx 0000 which is enforceable by any person who is not
a party to this Deed.
9. SUBMISSION TO JURISDICTION
Each party to this Deed hereby irrevocably submits to the exclusive
jurisdiction of the English courts in any action or proceeding arising
out of or relating to this Deed and hereby irrevocably agrees that all
claims in respect of such action or proceeding may be heard and
determined by such courts. Each party to this Deed hereby irrevocably
waives, to the fullest extent it may possibly do so, any defence or
claim that the English courts are inconvenient forum for the
maintenance or hearing of such action or proceeding.
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DULY EXECUTED AND DELIVERED AS A DEED by each of the parties hereto or on its
behalf on the date appearing on page 1.
3
SIGNATORIES
THE MASTER ISSUER
EXECUTED as a DEED by )
PERMANENT )
MASTER ISSUER PLC )
acting by )
Director /S/ XXXXXXX XXXXXXX
Director/Secretary: /S/ XXXXXX XXXXXXXX
THE NOTE TRUSTEE
EXECUTED as a DEED )
for and on behalf of ) /S/ XXXXXXX XXXXXX
THE BANK OF NEW YORK )
by its authorised signatory )
in the presence of: )
Witness: /S/ XXXXXXXXXXX XXXX )
Name:
Address: XXXXX & XXXXX XXX
XXXXXX X00 0XX
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APPENDIX 1
AMENDED AND RESTATED TERMS AND CONDITIONS
Schedule 3 of the Master Issuer Trust Deed shall be replaced in its
entirety by the following:
SCHEDULE 3
TERMS AND CONDITIONS OF THE NOTES
The following are the terms and conditions (the CONDITIONS, and any reference
to a CONDITION shall be construed accordingly) of each Series and Class of the
Notes in the form (subject to amendment) which will be incorporated by
reference into each Global Note and each Definitive Note, in the latter case
only if permitted by the relevant stock exchange or other relevant authority
(if any) and agreed by Permanent Master Issuer PLC (referred to in the Base
Prospectus as the MASTER ISSUER or the ISSUING ENTITY) and the relevant
Dealer(s) and/or Manager(s) at the time of issue but, if not so permitted and
agreed, such Definitive Note will have endorsed thereon or attached thereto
such Conditions. The Final Terms in relation to the relevant Series and Class
of Notes may specify other terms and conditions which shall, to the extent so
specified or to the extent inconsistent with these Conditions, replace or
modify these Conditions for the purpose of such Series and Class of Notes. The
applicable Final Terms (or the relevant provisions thereof) will be endorsed
upon, or attached to, each Global Note and each Definitive Note.
The Notes are constituted by the Master Issuer Trust Deed. The security for the
Notes is created pursuant to, and on the terms set out in, the Master Issuer
Deed of Charge. By the Master Issuer Paying Agent and Agent Bank Agreement,
provision is made for, inter alia, the payment of principal and interest in
respect of the Notes.
References herein to the NOTES shall, unless the context otherwise requires, be
references to all the Notes issued by the Master Issuer and constituted by the
Master Issuer Trust Deed and shall mean:
(a) in relation to any Notes of a Series and Class represented by a Global
Note or Global Notes, units of the lowest Specified Denomination in
the Specified Currency in each case of such Series and Class;
(b) any Global Note; and
(c) any Definitive Note issued in exchange for a Global Note.
Notes constituted by the Master Issuer Trust Deed are issued in series (each a
SERIES) and each Series comprises one or more classes of Notes (each a CLASS).
Each Series and Class of Notes is subject to the applicable Final Terms. The
Final Terms in relation to each Series and Class of Notes (or the relevant
provisions thereof) will be endorsed upon, or attached to, such Series and
Class of Notes and will supplement these Conditions in respect of such Series
and Class of Notes and may specify other terms and conditions which shall, to
the extent so specified or to the extent inconsistent with these Conditions,
replace or modify these Conditions for the purpose of such Series and Class of
Notes. References to the APPLICABLE FINAL TERMS are, in relation to a Series
and Class of Notes, to the Final Terms (or the relevant provisions thereof)
attached to or endorsed on such Series and Class of Notes.
The statements in these Conditions include summaries of, and are subject to,
the detailed provisions of the Master Issuer Trust Deed, the Master Issuer Deed
of Charge and the Master Issuer Paying Agent and Agent Bank Agreement.
Copies of the Master Issuer Trust Deed, the Master Issuer Deed of Charge, the
Master Issuer Paying Agent and Agent Bank Agreement and each of the other
Transaction Documents are available for inspection during
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normal business hours at the registered office of the Master Issuer, being 00
Xxxxx Xx. Xxxxx'x, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx and the specified office for
the time being of (a) the Principal Paying Agent, being at Citigroup Centre,
Canada Square, Xxxxxx Xxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx and (b) the US
Paying Agent, being at 14th Floor, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Xxxxxx Xxxxxx. Copies of the Final Terms of each Series and Class of
Notes are obtainable by Noteholders during normal business hours at the
registered office of the Master Issuer and the specified office for the time
being of (i) the Principal Paying Agent and (ii) the US Paying Agent and any
Noteholder must produce evidence satisfactory to the relevant Paying Agent as
to its holding of Notes and identity.
The Holders of any Series and Class of Notes are entitled to the benefit of,
are bound by, and are deemed to have notice of all the provisions of, and
definitions contained or incorporated in, the Master Issuer Trust Deed, the
Master Issuer Deed of Charge, the Master Issuer Paying Agent and Agent Bank
Agreement, each of the other Transaction Documents and the applicable Final
Terms and to have notice of each other Final Terms relating to each other
Series and Class of Notes.
A glossary of definitions appears in CONDITION 19.
References herein to the Class A Noteholders, the Class B Noteholders, the
Class M Noteholders, the Class C Noteholders and the Class D Noteholders shall,
in each case and unless specified otherwise, be references to the Holders of
the Notes of all Series of the applicable Class.
References herein to the Class A Notes, the Class B Notes, the Class M Notes,
the Class C Notes or the Class D Notes shall, in each case and unless specified
otherwise, be references to the Notes of all Series of the applicable Class.
1. FORM, DENOMINATION, REGISTER, TITLE AND TRANSFERS
1.1 FORM AND DENOMINATION
The US Notes will initially be offered and sold pursuant to a
registration statement filed with the United States Securities and
Exchange Commission. The Reg S Notes will initially be offered and
sold outside the United States to non-US persons pursuant to Reg S.
Each Series and Class of Notes will be issued in the Specified
Currency and in the Specified Denomination.
Each Series and Class of US Notes will be initially represented by a
US Global Note, which, in the aggregate, will represent the Principal
Amount Outstanding from time to time of such Series and Class of US
Notes. Each Series and Class of Reg S Notes will be initially
represented by a Reg S Global Note which, in the aggregate, will
represent the Principal Amount Outstanding from time to time of such
Series and Class of the Reg S Notes.
Each Reg S Global Note will be deposited with, and registered in the
name of a nominee of, a common depositary for Euroclear and
Clearstream, Luxembourg. Each US Global Note will be deposited with a
custodian for, and registered in the name of Cede & Co. (or such other
name as may be requested by an authorised representative of DTC) as
nominee of, DTC. Each Global Note will be numbered serially with an
identifying number which will be recorded on the relevant Global Note
and in the Register.
Each Series and Class of Notes may be Fixed Rate Notes, Floating Rate
Notes, Zero Coupon Notes or a combination of any of the foregoing,
depending upon the Interest Basis shown in the applicable Final Terms.
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Each Series and Class of Notes may be Bullet Redemption Notes,
Scheduled Redemption Notes, Pass-Through Notes or a combination of any
of the foregoing, depending upon the Redemption/Payment Basis shown in
the applicable Final Terms.
Global Notes will be exchanged for notes in definitive registered form
(DEFINITIVE NOTES) only under certain limited circumstances (as
described in the relevant Global Note). If Definitive Notes are
issued, they will be serially numbered and issued in an aggregate
principal amount equal to the Principal Amount Outstanding of the
relevant Global Note and in registered form only.
The Reg S Notes (in either global or definitive form) will be issued
in such denominations as specified in the applicable Final Terms, save
that each Dollar Note will be issued in minimum denominations of
$100,000 and in integral multiples of $1,000 in excess thereof, each
Euro Note will be issued in minimum denominations of [EURO]50,000 and
in integral multiples of [EURO]1,000 in excess thereof and each
Sterling Note will be issued in minimum denominations of [POUND]50,000
and in integral multiples of [POUND]1,000 in excess thereof (provided
that Notes issued with a maturity of less than one year will be issued
in minimum denominations of [POUND]100,000 (or such equivalent
amount). No Note will be issued in a denomination of less than
[EURO]50,000 (or its equivalent in the relevant currency).
In the case of a Series and Class of Notes with more than one
Specified Denomination, Notes of one Specified Denomination may not be
exchanged for Notes of such Series and Class of another Specified
Denomination.
1.2 REGISTER
The Registrar will maintain the Register in respect of the Notes in
accordance with the provisions of the Master Issuer Paying Agent and
Agent Bank Agreement. In these Conditions, the HOLDER of a Note means
the person in whose name such Note is for the time being registered in
the Register (or, in the case of a joint holding, the first named
thereof). A Note will be issued to each Noteholder in respect of its
registered holding. Each Note will be numbered serially with an
identifying number which will be recorded in the Register.
1.3 TITLE
The Holder of each Note shall (to the fullest extent permitted by
applicable law) be treated by the Master Issuer, the Note Trustee, the
Master Issuer Security Trustee, the Agent Bank and any Agent as the
absolute owner of such Note for all purposes (including the making of
any payments) regardless of any notice of ownership, theft or loss or
any trust or other interest therein or of any writing thereon (other
than the endorsed form of transfer).
1.4 TRANSFERS
Title to the Notes shall pass by and upon registration in the
Register. Subject as provided otherwise in this CONDITION 1.4, a Note
may be transferred upon surrender of the relevant Note, with the
endorsed form of transfer duly completed, at the Specified Office of
the Registrar or the Transfer Agent, together with such evidence as
the Registrar or (as the case may be) such Transfer Agent may
reasonably require to prove the title of the transferor and the
authority of the individuals who have executed the form of transfer;
provided, however, that a Note may only be transferred in the minimum
denominations specified in the applicable Final Terms. Where not all
the Notes represented by the surrendered Note are the subject of the
transfer, a new Note in respect of the balance of the Notes will be
issued to the transferor.
Within five Business Days of such surrender of a Note, the Registrar
will register the transfer in question and deliver a new Note of a
like principal amount to the Notes transferred to each relevant Holder
at its Specified Office or (as the case may be) the Specified Office
of the Transfer Agent or
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(at the request and risk of any such relevant Holder) by uninsured
first class mail (and by airmail if the Holder is overseas) to the
address specified for such purpose by such relevant Holder.
The transfer of a Note will be effected without charge by the
Registrar, but subject to payment of (or the giving of such indemnity
as the Registrar may require for) any tax or other governmental
charges which may be imposed in relation to it.
Noteholders may not require transfers of Notes to be registered during
the period of 15 days ending on the due date for any payment of
principal or interest in respect of the Notes.
All transfers of Notes and entries on the Register are subject to the
detailed regulations concerning the transfer of Notes scheduled to the
Master Issuer Paying Agent and Agent Bank Agreement. The regulations
may be changed by the Master Issuer with the prior written approval of
the Note Trustee and the Registrar. A copy of the current regulations
will be mailed (free of charge) by the Registrar to any Noteholder who
requests in writing a copy of such regulations.
The Notes are not issuable in bearer form.
2. STATUS, PRIORITY AND SECURITY
2.1 STATUS
The Notes of each Series and Class are direct, secured and
unconditional obligations of the Master Issuer.
Subject to the provisions of CONDITIONS 4 and 5 and subject to the
other payment conditions set out in the applicable Final Terms and the
other Transaction Documents:
(a) the Class A Notes of each Series will rank pari passu without
any preference or priority among themselves and with the Class
A Notes of each other Series but in priority to the Class B
Notes, the Class M Notes, the Class C Notes and the Class D
Notes of any Series;
(b) the Class B Notes of each Series will rank pari passu without
any preference or priority among themselves and with the Class
B Notes of each other Series but in priority to the Class M
Notes, the Class C Notes and the Class D Notes of any Series;
(c) the Class M Notes of each Series will rank pari passu without
any preference or priority among themselves and with the Class
M Notes of each other Series but in priority to the Class C
Notes and the Class D Notes of any Series;
(d) the Class C Notes of each Series will rank pari passu without
any preference or priority among themselves and with the Class
C Notes of each other Series but in priority to the Class D
Notes of any Series; and
(e) the Class D Notes of each Series will rank pari passu without
any preference or priority among themselves and with the Class
D Notes of each other Series.
2.2 CONFLICT BETWEEN THE CLASSES OF NOTES
The Master Issuer Trust Deed contains provisions requiring the Note
Trustee to have regard to the interests of the Class A Noteholders,
the Class B Noteholders, the Class M Noteholders, the Class C
Noteholders and the Class D Noteholders equally as regards all powers,
trusts, authorities, duties and discretions of the Note Trustee under
these Conditions or any of the Transaction Documents (except
8
where expressly provided otherwise), but requiring the Note Trustee to
have regard (except as expressly provided otherwise):
(a) for so long as there are any Class A Notes outstanding, only
to the interests of the Class A Noteholders if, in the opinion
of the Note Trustee, there is or may be a conflict between the
interests of the Class A Noteholders and the interests of the
Class B Noteholders and/or the interests of the Class M
Noteholders and/or the interests of the Class C Noteholders
and/or the interests of the Class D Noteholders;
(b) subject to (a) above and for so long as there are any Class B
Notes outstanding, only to the interests of the Class B
Noteholders if, in the opinion of the Note Trustee there is or
may be a conflict between the interests of the Class B
Noteholders and the interest of the Class M Noteholders and/or
the interests of the Class C Noteholders and/or the interests
of the Class D Noteholders;
(c) subject to (a) and (b) above and for so long as there are any
Class M Notes outstanding, only to the interests of the Class
M Noteholders if, in the opinion of the Note Trustee, there is
or may be a conflict between the interests of the Class M
Noteholders and the interests of the Class C Noteholders
and/or the interests of the Class D Noteholders; and
(d) subject to (a), (b) above and (c) above and for so long as
there are any Class C Notes outstanding, only to the interests
of the Class C Noteholders if, in the opinion of the Note
Trustee, there is or may be a conflict between the interests
of the Class C Noteholders and the Class D Noteholders.
The Master Issuer Trust Deed also contains provisions:
(i) limiting the powers of the Class B Noteholders, the Class M
Noteholders, the Class C Noteholders and the Class D
Noteholders in each case, of any Series, inter alia, to
request or direct the Note Trustee to take any action or to
pass an effective Extraordinary Resolution according to the
effect thereof on the interests of the Class A Noteholders of
that Series or of any other Series. Except in certain
circumstances described in CONDITION 11, the Master Issuer
Trust Deed contains no such limitation on the powers of the
Class A Noteholders, the exercise of which will be binding on
the Class B Noteholders, the Class M Noteholders, the Class C
Noteholders and the Class D Noteholders in each case, of any
Series, irrespective of the effect thereof on their respective
interests;
(ii) limiting the powers of the Class M Noteholders, the Class C
Noteholders and the Class D Noteholders in each case, of any
Series, inter alia, to request or direct the Note Trustee to
take any action or to pass an effective Extraordinary
Resolution according to the effect thereof on the interests of
the Class B Noteholders of that Series or of any other Series.
Except in certain circumstances described above and in
CONDITION 11, the Master Issuer Trust Deed contains no such
limitation on the powers of the Class B Noteholders, the
exercise of which will be binding on the Class M Noteholders,
the Class C Noteholders and the Class D Noteholders, in each
case, of any Series, irrespective of the effect thereof on
their respective interests;
(iii) limiting the powers of the Class C Noteholders and the Class D
Noteholders in each case, of any Series, inter alia, to
request or direct the Note Trustee to take any action or to
pass an effective Extraordinary Resolution according to the
effect thereof on the interests of the Class M Noteholders of
that Series or of any other Series. Except in certain
circumstances described above and in CONDITION 11, the Master
Issuer Trust Deed contains no such limitation on the powers of
the Class M Noteholders, the exercise of which will be binding
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on the Class C Noteholders and the Class D Noteholders in each
case, of any Series, irrespective of the effect thereof on
their interests; and
(iv) limiting the powers of the Class D Noteholders of any Series,
inter alia, to request or direct the Note Trustee to take any
action or to pass an effective Extraordinary Resolution
according to the effect thereof on the interests of the Class
C Noteholders of that Series or of any other Series. Except in
certain circumstances described above and in CONDITION 11, the
Master Issuer Trust Deed contains no such limitation on the
powers of the Class C Noteholders, the exercise of which will
be binding on the Class D Noteholders of any Series,
irrespective of the effect thereof on their respective
interests.
The Note Trustee shall be entitled to assume, for the purpose of
exercising any right, power, trust, authority, duty or discretion
under or in relation to these Conditions or any of the Transaction
Documents, without further investigation or inquiry, that such
exercise will not be materially prejudicial to the interests of the
Noteholders (or any Series and Class thereof), if each of the Rating
Agencies rating the relevant Series and Class has confirmed in writing
that the then current ratings of the applicable Series and Class of
Notes would not be reduced, withdrawn or qualified by such exercise.
2.3 SECURITY
As security for, inter alia, the payment of all monies payable in
respect of the Notes, the Master Issuer has entered into the Master
Issuer Deed of Charge creating the Master Issuer Security in favour of
the Master Issuer Security Trustee for itself and on trust for, inter
alios, the Note Trustee and the Noteholders.
3. COVENANTS
Save with the prior written consent of the Note Trustee or unless
provided in or contemplated under these Conditions or any of the
Transaction Documents to which the Master Issuer is a party, the
Master Issuer shall not, so long as any Note remains outstanding:
3.1 NEGATIVE PLEDGE
create or permit to subsist any mortgage, standard security, pledge,
lien, charge or other security interest whatsoever (unless arising by
operation of law), upon the whole or any part of its assets (including
any uncalled capital) or its undertakings, present or future except
where the same is given in connection with the issue of a Series and
Class of Notes or the advance of a Master Issuer Subordinated Loan;
3.2 DISPOSAL OF ASSETS
sell, assign, transfer, lend, lease or otherwise dispose of, or deal
with, or grant any option or present or future right to acquire all or
any of its properties, assets, or undertakings or any interest,
estate, right, title or benefit therein or thereto or agree or attempt
or purport to do any of the foregoing;
3.3 EQUITABLE INTEREST
permit any person other than itself and the Master Issuer Security
Trustee (as to itself and on behalf of the Master Issuer Secured
Creditors) to have any equitable or beneficial interest in any of its
assets or undertakings or any interest, estate, right, title or
benefit therein;
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3.4 BANK ACCOUNTS
have an interest in any bank account, other than the Master Issuer
Bank Accounts, except in connection with the issue of a Series where
such bank account is immediately charged in favour of the Master
Issuer Security Trustee pursuant to the Master Issuer Deed of Charge;
3.5 RESTRICTIONS ON ACTIVITIES
carry on any business other than as described in the Base Prospectus
(as revised, supplemented and/or amended from time to time) relating
to the issue of the Notes, the advancing of Loan Tranches under the
Master Intercompany Loan Agreement to Funding 2 and the related
activities described therein or as contemplated in the Transaction
Documents relating to the issue of the Notes and the advancing of Loan
Tranches under the Master Intercompany Loan Agreement to Funding 2;
3.6 BORROWINGS
incur any indebtedness in respect of borrowed money whatsoever or give
any guarantee or indemnity in respect of any indebtedness or
obligation of any person, except where the same is incurred or given
or the Master Issuer becomes so obligated in connection with the issue
of a Series and Class of Notes or the advance of a Master Issuer
Subordinated Loan or a Master Issuer Start-Up Loan;
3.7 MERGER
consolidate or merge with any other person or convey or transfer
substantially all of its properties or assets to any other person;
3.8 WAIVER OR CONSENT
permit the validity or effectiveness of any of the Master Issuer Trust
Deed or the Master Issuer Deed of Charge or the priority of the
security interests created thereby to be amended, terminated,
postponed, waived or discharged, or permit any other person whose
obligations form part of the Master Issuer Security to be released
from such obligations;
3.9 EMPLOYEES OR PREMISES
have any employees or premises or subsidiaries;
3.10 DIVIDENDS AND DISTRIBUTIONS
pay any dividend or make any other distribution to its shareholders or
issue any further shares or alter any rights attaching to its shares
as at the date of the Master Issuer Deed of Charge;
3.11 PURCHASE NOTES
purchase or otherwise acquire any Note or Notes; or
3.12 UNITED STATES ACTIVITIES
engage in any activities in the United States (directly or through
agents), or derive any income from United States sources as determined
under United States income tax principles, or hold any property if
doing so would cause it to be engaged in a trade or business within
the United States as determined under United States income tax
principles.
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4. INTEREST
4.1 INTEREST ON FIXED RATE NOTES
Each Fixed Rate Note bears interest on its Principal Amount
Outstanding from (and including) the Interest Commencement Date at the
rate(s) per annum equal to the Rate(s) of Interest payable, subject as
provided in these Conditions, in arrear on the Interest Payment
Date(s) in each year specified for such Fixed Rate Note up to (and
including) the Final Maturity Date.
Except as provided in the applicable Final Terms, the amount of
interest payable in respect of any Fixed Rate Note on each Interest
Payment Date for a Fixed Interest Period ending on (but excluding)
such date will amount to the Fixed Coupon Amount. Payments of interest
on any Interest Payment Date will, if so specified for such Note in
the applicable Final Terms, amount to the Broken Amount so specified.
As used in these Conditions, FIXED INTEREST PERIOD means the period
from and including an Interest Payment Date (or the Interest
Commencement Date) to but excluding the next (or the first) Interest
Payment Date.
If interest is required to be calculated in respect of any Fixed Rate
Note for a period other than a Fixed Interest Period, such interest
shall be calculated by applying the Rate of Interest specified for
such Note in the applicable Final Terms to the Principal Amount
Outstanding on such Note, multiplying such sum by the applicable Day
Count Fraction, and rounding the resultant figure to the nearest
sub-unit of the relevant Specified Currency, half of any such sub-unit
being rounded upwards or otherwise in accordance with applicable
market convention and (in the case of a Global Note) apportioning the
resulting total between the Noteholders in respect thereof pro rata
and pari passu.
DAY COUNT FRACTION means, in respect of the calculation of an amount
of interest for any Fixed Rate Note in accordance with this CONDITION
4.1:
(a) if "Actual/Actual (ICMA)" is specified for such Note in the
applicable Final Terms:
(i) in the case of Fixed Rate Notes where the number of
days in the relevant period from (and including) the
most recent Interest Payment Date for such Fixed Rate
Notes (or, if none, the Interest Commencement Date) to
(but excluding) the relevant Interest Payment Date
(the ACCRUAL PERIOD) is equal to or shorter than the
Determination Period during which the Accrual Period
ends, the number of days in such Accrual Period
divided by the product of (A) the number of days in
such Determination Period and (B) the number of
Determination Dates (as specified in the applicable
Final Terms) that would occur in one calendar year; or
(ii) in the case of Fixed Rate Notes where the Accrual
Period is longer than the Determination Period during
which the Accrual Period ends, the sum of:
(A) the number of days in such Accrual Period
falling in the Determination Period in which
the Accrual Period begins divided by the
product of (x) the number of days in such
Determination Period and (y) the number of
Determination Dates that would occur in one
calendar year; and
(B) the number of days in such Accrual Period
falling in the next Determination Period
divided by the product of (I) the number of
days in such Determination Period and (II) the
number of Determination Dates that would occur
in one calendar year; and
12
(b) if "30/360" is specified for such Fixed Rate Note in the
applicable Final Terms, the number of days in the period from
(and including) the most recent Interest Payment Date for such
Fixed Rate Note (or, if none, the Interest Commencement Date)
to (but excluding) the relevant Interest Payment Date (such
number of days being calculated on the basis of a year of 360
days with twelve 30-day months) divided by 360.
As used in these Conditions, DETERMINATION PERIOD means each period
from and including a Determination Date (as defined in the applicable
Final Terms) to but excluding the next Determination Date (including
where either the Interest Commencement Date or the final Interest
Payment Date is not a Determination Date, the period commencing on the
first Determination Date prior to, and ending on the first
Determination Date falling after, such date).
4.2 INTEREST ON FLOATING RATE NOTES
(a) Interest Payment Dates
Each Floating Rate Note bears interest on its Principal Amount
Outstanding from (and including) the Interest Commencement Date and
such interest will be payable in arrear on the Interest Payment
Date(s) in each year specified for such Floating Rate Note. Such
interest will be payable in respect of each Floating Interest Period.
As used in these Conditions, FLOATING INTEREST PERIOD means the period
from and including an Interest Payment Date (or the Interest
Commencement Date) to but excluding the next (or the first) Interest
Payment Date.
If a Business Day Convention is specified for a Floating Rate Note in
the applicable Final Terms and (x) if there is no numerically
corresponding day in the calendar month in which a Interest Payment
Date should occur or (y) if any Interest Payment Date would otherwise
fall on a day which is not a Business Day, then, if the Business Day
Convention specified is:
(i) the "Following Business Day Convention", the Interest Payment
Date for such Floating Rate Note shall be postponed to the
next day which is a Business Day; or
(ii) the "Modified Following Business Day Convention", the Interest
Payment Date for such Floating Rate Note shall be postponed to
the next day which is a Business Day unless it would thereby
fall into the next calendar month, in which event such
Interest Payment Date shall be brought forward to the
immediately preceding Business Day; or
(iii) the "Preceding Business Day Convention", the Interest Payment
Date for such Floating Rate Note shall be brought forward to
the immediately preceding Business Day.
In these Conditions, BUSINESS DAY means a day which is both:
(i) a day on which commercial banks and foreign exchange markets
settle payments and are open for general business (including
dealing in foreign exchange and foreign currency deposits) in
London, New York and any Additional Business Centre specified
in the applicable Final Terms;
(ii) a day on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET) System (the TARGET
SYSTEM) is open; and
(iii) in relation to any sum payable in a Specified Currency other
than sterling, US dollar or euro a day on which commercial
banks and foreign exchange markets settle payments and are
open for general business (including dealing in foreign
exchange and foreign currency
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deposits) in the principal financial centre of the country of
the relevant Specified Currency (if other than London, New
York and any Additional Business Centre).
(b) Rate of Interest
The Rate of Interest payable from time to time in respect of a
Floating Rate Note will be determined in the manner specified for such
Note in the applicable Final Terms.
(i) ISDA Determination for Floating Rate Notes
Where "ISDA Determination" is specified for such Floating Rate
Note in the applicable Final Terms as the manner in which the
Rate of Interest is to be determined, the Rate of Interest for
each Floating Rate Interest Period will be the relevant ISDA
Rate plus or minus (as indicated for such Floating Rate Note
in the applicable Final Terms) the Margin (if any). For the
purposes of this subparagraph (i), ISDA RATE for an Interest
Period means a rate equal to the Floating Rate that would be
determined by the Agent Bank or other person specified in the
applicable Final Terms under an interest rate swap transaction
if the Agent Bank or that other person were acting as
Calculation Agent for that swap transaction under the terms of
an agreement incorporating the ISDA Definitions and under
which:
(A) the Floating Rate Option is as specified for such
Floating Rate Note in the applicable Final Terms;
(B) the Designated Maturity is the period specified for
such Floating Rate Note in the applicable Final Terms;
and
(C) the relevant Reset Date is either (i) if the
applicable Floating Rate Option is based on LIBOR or
EURIBOR for a currency, the first day of that Interest
Period, or (ii) in any other case, as specified for
such Floating Rate Note in the applicable Final Terms.
For the purposes of this subparagraph (i), FLOATING RATE,
CALCULATION AGENT, FLOATING RATE OPTION, DESIGNATED MATURITY
and RESET DATE have the meanings given to those terms in the
ISDA Definitions.
(ii) Screen Rate Determination for Floating Rate Notes
Where SCREEN RATE DETERMINATION is specified for a Floating
Rate Note in the applicable Final Terms as the manner in which
the Rate of Interest is to be determined for such Floating
Rate Note, the Rate of Interest for each Interest Period will,
subject as provided below, be either:
(A) the offered quotation (if there is only one quotation
on the Relevant Screen Page); or
(B) the arithmetic mean (rounded if necessary to the fifth
decimal place, with 0.000005 being rounded upwards) of
the offered quotations,
(expressed as a percentage rate per annum) for the Reference
Rate which appears or appear, as the case may be, on the
Relevant Screen Page as at 11.00 a.m. (London time, in the
case of LIBOR, or Brussels time, in the case of EURIBOR) on
the Determination Date in question plus or minus the Margin
(if any), all as determined by the Agent Bank. If five or more
of such offered quotations are available on the Relevant
Screen Page, the highest (or, if there is more than one such
highest quotation, one only of such quotations) and the lowest
(or, if there is more than one such lowest quotation, one only
of such quotations) shall be
14
disregarded by the Agent Bank for the purpose of determining
the arithmetic mean (rounded as provided above) of such
offered quotations.
The Master Issuer Paying Agent and Agent Bank Agreement
contains provisions for determining the Rate of Interest
pursuant to this subparagraph (ii) in the event that the
Relevant Screen Page is not available or if, in the case of
(A) above, no such offered quotation appears or, in the case
of (B) above, fewer than three such offered quotations appear,
in each case as at the time specified in the preceding
paragraph.
If the Reference Rate from time to time in respect of a
Floating Rate Note is specified for such Floating Rate Note in
the applicable Final Terms as being other than LIBOR or
EURIBOR, the Rate of Interest in respect of such Floating Rate
Note will be determined as provided for such Note in the
applicable Final Terms.
(c) Minimum Rate of Interest and/or Maximum Rate of Interest
If the applicable Final Terms specifies a Minimum Rate of Interest for
a Floating Rate Note for any Interest Period, then, in the event that
the Rate of Interest for such Floating Rate Note in respect of such
Interest Period determined in accordance with the provisions of
paragraph (b) above is less than such Minimum Rate of Interest, the
Rate of Interest for such Floating Rate Note for such Interest Period
shall be such Minimum Rate of Interest.
If the applicable Final Terms specifies a Maximum Rate of Interest for
such Floating Rate Note for any Interest Period, then, in the event
that the Rate of Interest for such Floating Rate Note in respect of
such Interest Period determined in accordance with the provisions of
paragraph (b) above is greater than such Maximum Rate of Interest, the
Rate of Interest for such Floating Rate Note for such Interest Period
shall be such Maximum Rate of Interest.
(d) Determination of Rate of Interest and calculation of Interest Amounts
The Agent Bank will at or as soon as practicable after each time at
which the Rate of Interest is to be determined, determine the Rate of
Interest for the relevant Interest Period.
The Agent Bank will calculate the amount of interest payable on the
Floating Rate Notes in respect of each Specified Denomination or (in
the case of a Global Note) the Principal Amount Outstanding thereunder
(each an INTEREST AMOUNT) for the relevant Interest Period. Each
Interest Amount shall be calculated by applying the Rate of Interest
to the Principal Amount Outstanding of each Floating Rate Note,
multiplying such sum by the applicable Day Count Fraction, and
rounding the resultant figure to the nearest sub-unit of the relevant
Specified Currency, half of any such subunit being rounded upwards or
otherwise in accordance with applicable market convention and (in the
case of a Global Note) apportioning the resulting total between the
Noteholders in respect thereof pro rata and pari passu.
DAY COUNT FRACTION means, in respect of the calculation of an amount
of interest for a Floating Rate Note in accordance with this CONDITION
4.2(D) for any Interest Period:
(a) if ACTUAL/365 or ACTUAL/ACTUAL (ISDA) is specified for such
Floating Rate Note in the applicable Final Terms, the actual
number of days in the Interest Period divided by 365 (or, if
any portion of that Interest Period falls in a leap year, the
sum of (A) the actual number of days in that portion of the
Interest Period falling in a leap year divided by 366 and (B)
the actual number of days in that portion of the Interest
Period falling in a non-leap year divided by 365);
15
(b) if ACTUAL/365 (FIXED) is specified for such for such Floating
Rate Note in the applicable Final Terms, the actual number of
days in the Interest Period divided by 365;
(c) if ACTUAL/365 (STERLING) is specified for such Floating Rate
Note in the applicable Final Terms, the actual number of days
in the Interest Period divided by 365 or, in the case of a
Interest Payment Date falling in a leap year, 366;
(d) if ACTUAL/360 is specified for such Floating Rate Note in the
applicable Final Terms, the actual number of days in the
Interest Period divided by 360;
(e) if 30/360, 360/360 or BOND BASIS is specified for such
Floating Rate Note in the applicable Final Terms, the number
of days in the Interest Period divided by 360 (the number of
days to be calculated on the basis of a year of 360 days with
twelve 30-day months (unless (i) the last day of the Interest
Period is the 31st day of a month but the first day of the
Interest Period is a day other than the 30th or 31st day of a
month, in which case the month that includes that last day
shall not be considered to be shortened to a 30-day month, or
(ii) the last day of the Interest Period is the last day of
the month of February, in which case the month of February
shall not be considered to be lengthened to a 30-day month));
and
(f) if 30E/360 or EUROBOND BASIS is specified for such Floating
Rate Note in the applicable Final Terms, the number of days in
the Interest Period divided by 360 (the number of days to be
calculated on the basis of a year of 360 days with twelve
30-day months, without regard to the date of the first day or
last day of the Interest Period unless, in the case of the
final Interest Period, the Final Maturity Date is the last day
of the month of February, in which case the month of February
shall not be considered to be lengthened to a 30-day month).
(g) Notification of Rate of Interest and Interest Amounts
The Agent Bank will cause the Rate of Interest and each
Interest Amount for each Interest Period and the relevant
Interest Payment Date to be notified to the Note Trustee, the
Master Issuer Security Trustee, the Master Issuer Cash
Manager, the Paying Agents, the Registrar and to any stock
exchange or other relevant competent authority or quotation
system on which the relevant Floating Rate Notes are for the
time being listed, quoted and/or traded or by which they have
been admitted to listing and to be published in accordance
with CONDITION 14 as soon as possible after their
determination but in no event later than the fourth Business
Day thereafter. Each Interest Amount and Interest Payment Date
so notified may subsequently be amended (or appropriate
alternative arrangements made by way of adjustment) without
notice in the event of an extension or shortening of the
Interest Period. Any such amendment or alternative
arrangements will be promptly notified to the Note Trustee and
each stock exchange or other relevant authority on which the
relevant Floating Rate Notes are for the time being listed or
by which they have been admitted to listing and to Noteholders
in accordance with CONDITION 14.
(h) Determination or Calculation by Note Trustee
If for any reason at any relevant time, the Agent Bank or, as
the case may be, the Calculation Agent defaults in its
obligation to determine the Rate of Interest for a Floating
Rate Note or the Agent Bank defaults in its obligation to
calculate any Interest Amount for such Note in accordance with
SUBPARAGRAPH (i)(b) or (ii) above or as otherwise specified
for such Note in the applicable Final Terms, as the case may
be, and in each case in accordance with PARAGRAPH (d) above,
the Note Trustee shall determine the Rate of Interest at such
rate as, in its absolute discretion (having such regard as it
shall think fit to the foregoing provisions of this Condition,
but subject always to any Minimum Rate of Interest or Maximum
Rate of Interest specified for such Note in the applicable
Final Terms), it shall deem fair and
16
reasonable in all the circumstances or, as the case may be,
the Note Trustee shall calculate the Interest Amount(s) in
such manner as it shall deem fair and reasonable in all the
circumstances and each such determination or calculation shall
be deemed to have been made by the Agent Bank or the
Calculation Agent, as the case may be.
(i) Certificates to be final
All certificates, communications, opinions, determinations,
calculations, quotations and decisions given, expressed, made
or obtained for the purposes of the provisions of this
CONDITION 4.2, whether by the Agent Bank or the Calculation
Agent or the Note Trustee shall (in the absence of wilful
default, bad faith or manifest error) be binding on the Master
Issuer, the Master Issuer Cash Manager, the Principal Paying
Agent, the Calculation Agent, the other Paying Agents, the
Note Trustee and all Noteholders and (in the absence of wilful
default or bad faith) no liability to the Master Issuer or the
Noteholders shall attach to the Agent Bank or the Calculation
Agent or the Note Trustee in connection with the exercise or
non-exercise by it of its powers, duties and discretions
pursuant to such provisions.
4.3 ACCRUAL OF INTEREST
Interest (if any) will cease to accrue on each Note (or in the case of
the redemption of part only of a Note, that part only of such Note) on
the due date for redemption thereof unless, upon due presentation
thereof, payment of principal is improperly withheld or refused in
which event, interest will continue to accrue until the earlier of:
(a) the date on which all amounts due in respect of such Note have
been paid; and
(b) the seventh day after notice is duly given by the Principal
Paying Agent or the US Paying Agent (as the case may be) to
the Holder thereof that such payment will be made, provided
that subsequently, payment is in fact made.
4.4 DEFERRED INTEREST
To the extent that, subject to and in accordance with the relevant
Master Issuer Priority of Payments, the funds available to the Master
Issuer to pay interest on any Series and Class of Notes (other than
any Series and Class of Notes if then the most senior Class of Notes
then outstanding) on an Interest Payment Date (after discharging the
Master Issuer's liabilities of a higher priority) are insufficient to
pay the full amount of such interest, payment of the shortfall
attributable to such Series and Class of Notes (DEFERRED INTEREST)
will not then fall due but will instead be deferred until the first
Interest Payment Date for such Notes thereafter on which sufficient
funds are available (after allowing for the Master Issuer's
liabilities of a higher priority and subject to and in accordance with
the relevant Master Issuer Priority of Payments) to fund the payment
of such Deferred Interest to the extent of such available funds.
Such Deferred Interest will accrue interest (ADDITIONAL INTEREST) at
the rate of interest applicable from time to time to the applicable
Series and Class of Notes and payment of any Additional Interest will
also be deferred until the first Interest Payment Date for such Notes
thereafter on which funds are available (after allowing for the Master
Issuer's liabilities of a higher priority subject to and in accordance
with the relevant Master Issuer Priority of Payments) to the Master
Issuer to pay such Additional Interest to the extent of such available
funds.
Amounts of Deferred Interest and Additional Interest shall not be
deferred beyond the Final Maturity Date of the applicable Series and
Class of Notes, when such amounts will become due and payable.
17
Payments of interest due on an Interest Payment Date in respect of the
most senior Class of Notes of any Series then outstanding will not be
deferred. In the event of the delivery of a Note Acceleration Notice
(as described in CONDITION 9), the amount of interest in respect of
such Notes that was due but not paid on such Interest Payment Date
will itself bear interest at the applicable rate until both the unpaid
interest and the interest on that interest are paid as provided in the
Master Issuer Trust Deed.
5. REDEMPTION, PURCHASE AND CANCELLATION
5.1 FINAL REDEMPTION
Unless previously redeemed in full as provided in this CONDITION 5,
the Master Issuer shall redeem a Series and Class of Notes at their
then Principal Amount Outstanding together with all accrued interest
on the Final Maturity Date in respect of such Notes.
The Master Issuer may not redeem such Notes in whole or in part prior
to their Final Maturity Date except as provided in CONDITIONS 5.2,
5.4, 5.5 or 5.6 below, but without prejudice to CONDITION 9.
5.2 MANDATORY REDEMPTION OF THE NOTES IN PART
On each Interest Payment Date, other than a Interest Payment Date on
which a Series and Class of Notes are to be redeemed under CONDITIONS
5.1, 5.4, 5.5 or 5.6, the Master Issuer shall repay principal in
respect of such Series and Class of Notes in an amount equal to the
amount (if any) repaid on the corresponding Funding 2 Interest Payment
Date in respect of the related Loan Tranche and pursuant to the Master
Intercompany Loan Agreement converted, where the Specified Currency
for such Notes is not Sterling, into the Specified Currency at the
Specified Currency Exchange Rate for such Notes.
To the extent that there are insufficient funds available to the
Master Issuer to repay the amount due to be paid on such Interest
Payment Date the Master Issuer will be required to repay the
shortfall, to the extent that it receives funds therefor (and subject
to the terms of the Master Issuer Deed of Charge and the Master Issuer
Cash Management Agreement) on subsequent Interest Payment Dates in
respect of such Series and Class of Notes.
5.3 NOTE PRINCIPAL PAYMENTS AND PRINCIPAL AMOUNT OUTSTANDING
The principal amount redeemable (the NOTE PRINCIPAL PAYMENT) in
respect of each Note of a particular Series and Class on any Interest
Payment Date under CONDITION 5.2 above shall be a proportion of the
amount required as at that Interest Payment Date to be applied in
redemption of such Series and Class of Notes on such date equal to the
proportion that the Principal Amount Outstanding of the relevant Note
bears to the aggregate Principal Amount Outstanding of such Series and
Class of Notes rounded down to the nearest sub-unit of the Specified
Currency; provided always that no such Note Principal Payment may
exceed the Principal Amount Outstanding of the relevant Note.
On each Note Determination Date the Master Issuer shall determine (or
cause the Agent Bank to determine) (a) the amount of any Note
Principal Payment payable in respect of each Note of the relevant
Series and Class on the immediately following Interest Payment Date
and (b) the Principal Amount Outstanding of each such Note which shall
be the Specified Denomination less (in each case) the aggregate amount
of all Note Principal Payments in respect of such Note that has been
paid since the relevant Closing Date and on or prior to that Note
Determination Date (the PRINCIPAL AMOUNT OUTSTANDING) and (c) the
fraction expressed as a decimal to the fifth decimal point (the POOL
FACTOR), of which the numerator is the Principal Amount Outstanding of
that Note (as referred to in (b) above) and the denominator is the
Specified Denomination. Each determination by or on
18
behalf of the Master Issuer of Note Principal Payment of a Note, the
Principal Amount Outstanding of a Note and the Pool Factor shall in
each case (in the absence of wilful default, bad faith or manifest
error) be final and binding on all persons.
The Master Issuer will cause each determination of the Note Principal
Payment and the Principal Amount Outstanding and the Pool Factor in
respect of a Series and Class of Notes to be notified forthwith, and
in any event not later than 1.00 p.m. (London time) on the Business
Day immediately succeeding the Note Determination Date, to the
Principal Paying Agent, who will then notify the Agent Bank, other
Paying Agents, the Note Trustee, the Registrar and (for so long as
such Notes are listed on one or more stock exchanges) the relevant
stock exchanges, and will cause notice of each determination of the
Note Principal Payment and the Principal Amount Outstanding to be
given to Noteholders in accordance with CONDITION 14 by no later than
the Business Day after the relevant Interest Payment Date.
If the Master Issuer does not at any time for any reason determine (or
cause the Agent Bank to determine) a Note Principal Payment, the
Principal Amount Outstanding or the Pool Factor in accordance with the
preceding provisions of this CONDITION 5.3, such Note Principal
Payment and/or Principal Amount Outstanding and/or Pool Factor may be
determined by the Note Trustee in accordance with this CONDITION 5.3
in the manner the Note Trustee in its discretion considers fair and
reasonable in the circumstances, having regard to this CONDITION 5.3,
and each such determination or calculation shall be deemed to have
been made by the Master Issuer. Any such determination shall (in the
absence of wilful default, bad faith or manifest error) be binding on
the Master Issuer, the Agent Bank and the Noteholders.
5.4 OPTIONAL REDEMPTION IN FULL
Provided a Note Acceleration Notice has not been served and subject to
the provisos below, upon giving not more than 60 nor less than 30
days' prior written notice to the Note Trustee, the relevant Master
Issuer Swap Provider(s) and the Noteholders in accordance with
CONDITION 14, the Master Issuer may redeem a Series and Class of Notes
at their aggregate Redemption Amount together with any accrued and
unpaid interest in respect thereof on the following dates:
(a) the date specified as the Call Option Date (if any) for such
Series and Class of Notes in the applicable Final Terms and on
any Interest Payment Date for such Series and Class of Notes
thereafter; or
(b) the date specified as the Step-Up Date for such Series and
Class of Notes in the applicable Final Terms and on any
Interest Payment Date for such Series and Class of Notes
thereafter; and
(c) on such Interest Payment Date on which the aggregate Principal
Amount Outstanding of such Series and Class of Notes and all
other Classes of Notes of the same Series is less than 10% of
the aggregate Principal Amount Outstanding of such Series of
Notes as at the Closing Date on which such Series of Notes
were issued,
PROVIDED THAT:
(i) (in any of the cases above), on or prior to giving any such
notice, the Master Issuer shall have provided to the Note
Trustee a certificate signed by two directors of the Master
Issuer to the effect that it will have the necessary funds to
pay all amounts due in respect of the relevant Series and
Class of Notes on the relevant Interest Payment Date and to
discharge all other amounts required to be paid by it on the
relevant Interest Payment Date in priority to or pari passu
with such Series and Class of Notes in accordance with the
applicable Master Issuer Priority of Payments; and
19
(ii) (in the cases of (a) and (b) above), (1) the amount standing
to the credit of the Funding 2 General Reserve Ledger is equal
to or greater than the Funding 2 Reserve Required Amount or
(2) each Rating Agency has provided written confirmation that
the redemption will not result in a reduction, qualification
or withdrawal of the then current ratings of the Notes then
outstanding.
5.5 OPTIONAL REDEMPTION FOR TAX AND OTHER REASONS
Provided a Note Acceleration Notice has not been served, if the Master
Issuer at any time satisfies the Note Trustee immediately prior to the
giving of the notice referred to below that on the next Interest
Payment Date:
(a) the Master Issuer would by virtue of a change in the law or
regulations of the United Kingdom or any other jurisdiction
(or the application or interpretation thereof) be required to
deduct or withhold from any payment of principal or interest
or any other amount under a Series and Class of Notes any
amount for or on account of any present or future taxes,
duties, assessments or governmental charges of whatever nature
(other than where the relevant Holder or beneficial owner has
some connection with the relevant jurisdiction other than the
holding of the Notes); or
(b) Funding 2 would be required to deduct or withhold from amounts
due in respect of the Loan Tranche under the Master
Intercompany Loan Agreement which was funded by such Series
and Class of Notes any amount for or on account of any present
or future taxes, duties, assessments or governmental charges
of whatever nature; or
(c) the Master Issuer or Funding 2, as the case may be, falls
within the Securitisation Tax Regime but subsequently ceases
to fall within such regime; and
(d) in relation to either the events described in (a), (b) and (c)
above, such obligation of the Master Issuer or Funding 2 (as
the case may be) or such ceasing to fall within the
Securitisation Tax Regime cannot be avoided by the Master
Issuer or Funding 2 (as the case may be) taking reasonable
measures available to the Master Issuer or Funding 2 (as the
case may be),
then (in the case of any of the events described in (a) to (b) above)
the Master Issuer shall use its reasonable endeavours to arrange the
substitution of a company incorporated in another jurisdiction
approved by the Note Trustee as principal debtor under such Notes,
upon the Note Trustee being satisfied that (1) such substitution will
not be materially prejudicial to the interests of the Noteholders of
any Series and Class, and upon the Master Issuer Security Trustee
being satisfied that (A) the position of the Master Issuer Secured
Creditors will not thereby be adversely affected, and (B) such
substitution would not require registration of any new security under
United States securities laws or materially increase the disclosure
requirements under United States law or the costs of issuance. Only if
the Master Issuer is unable to arrange a substitution will the Master
Issuer be entitled to redeem the Notes as described in this CONDITION
5.5.
Subject to the proviso below, if the Master Issuer is unable to
arrange a substitution as described above and, as a result, one or
more of the events described in (a) or (b) above (as the case may be)
is continuing, or if the event described in (c) above is continuing,
then the Master Issuer may, having given not more than 60 nor less
than 30 days' notice to the Note Trustee, the relevant Master Issuer
Swap Provider(s) and the Noteholders in accordance with CONDITION 14,
redeem all (but not some only) of such Series and Class of Notes on
the immediately succeeding Interest Payment Date for such Notes at
their aggregate Redemption Amount together with any accrued and unpaid
interest in respect thereof provided that (in either case), prior to
giving any such notice, the Master Issuer shall have provided to the
Note Trustee:
20
(i) a certificate signed by two directors of the Master Issuer
stating the circumstances referred to in (a), (b) or (c) above
and (d) above prevail and setting out details of such
circumstances; and
(ii) an opinion in form and substance satisfactory to the Note
Trustee of independent legal advisors of recognised standing
to the effect that the Master Issuer has or will become
obliged to deduct or withhold such amounts as a result of such
change or amendment or, as the case may be, that the Master
Issuer or Funding 2, as the case may be, has or will cease to
fall within the Securitisation Tax Regime and that such
cessation would result in the Master Issuer and/or Funding 2
having to pay more tax than if the Master Issuer and Funding 2
remained within the Securitisation Tax Regime.
The Note Trustee shall be entitled to accept such certificate and
opinion as sufficient evidence of the satisfaction of the circumstance
set out in (a), (b) or (c) above and (d) above in which event they
shall be conclusive and binding on the Noteholders. The Master Issuer
may only redeem such Series and Class of Notes as aforesaid, if on or
prior to giving such notice, the Master Issuer shall have provided to
the Note Trustee a certificate signed by two directors of the Master
Issuer to the effect that (A) it will have the funds available to make
the required payment of principal and interest due in respect of such
Series and Class of Notes on the relevant Interest Payment Date and to
discharge all other amounts required to be paid by it on the relevant
Interest Payment Date in priority to or pari passu with such Series
and Class of Notes in accordance with the applicable Master Issuer
Priority of Payments.
In addition to the foregoing, if at any time the Master Issuer
delivers a certificate to Funding 2, the Note Trustee and the Master
Issuer Security Trustee to the effect that it would be unlawful for
the Master Issuer to make, fund or allow to remain outstanding a Rated
Loan Tranche under the Master Intercompany Loan Agreement, then the
Master Issuer may require Funding 2 to prepay the relevant Loan
Tranche on a Funding 2 Interest Payment Date subject to and in
accordance with the provisions of the Master Intercompany Loan
Agreement to the extent necessary to cure such illegality and the
Master Issuer may redeem all (but not some only) of the relevant
Series and Class of Notes at their Redemption Amount together with any
accrued interest upon giving not more than 60 nor less than 30 days'
(or such shorter period as may be required under any relevant law)
prior written notice to the Master Issuer Security Trustee, the Note
Trustee, the relevant Master Issuer Swap Provider(s) and the
Noteholders in accordance with CONDITION 14, provided that, prior to
giving any notice, the Master Issuer shall have provided to the Note
Trustee a certificate signed by two directors of the Master Issuer to
the effect that it will have the funds, not subject to the interest of
any other person, required to redeem the relevant Series and Class of
Notes as provided above and any amount to be paid in priority to or
pari passu with the relevant Series and Class of Notes. Such monies
received by the Master Issuer shall be used to redeem the relevant
Series and Class of Notes in full, together with any accrued and
unpaid interest, on the equivalent Interest Payment Date.
5.6 OPTIONAL REDEMPTION OR PURCHASE FOR IMPLEMENTATION OF CAPITAL
REQUIREMENTS DIRECTIVE
(a) If:
(i) the Basel II Framework (as described in the document titled
"Basel II the International Convergence of Capital Measurement
and Capital Standards: A Revised Framework" published in June
2004 by the Basel Committee on Banking Supervision) has been
implemented in the United Kingdom, whether by rule of law,
recommendation of best practices or by any other regulation
(including pursuant to implementation in the United Kingdom of
the EU Capital Requirements Directive);
(ii) a Note Acceleration Notice has not been served on the relevant
interest payment date for the exercise of the Purchase Option
or Redemption Option, as the case may be;
21
(iii) the Master Issuer has given not more than 60 days' and not
less than 30 days' (or such shorter period as may be required
by any relevant law) prior written notice to the Note Trustee,
the Master Issuer Swap Provider and the Noteholders, in
accordance with CONDITION 15 of the exercise of the Purchase
Option or Redemption Option, as the case may be;
(iv) prior to giving any such notice, the Master Issuer shall have
provided to the Note Trustee a certificate signed by two
directors of the Master Issuer to the effect that the Master
Issuer will have necessary funds to purchase or redeem, as the
case may be, the Called Notes in accordance with this
CONDITION 5.6 and to discharge all other amounts required to
be paid by it on the relevant Interest Payment Date in
priority to or pari passu with payments on the Called Notes on
the relevant Interest Payment Date in accordance with the
applicable Master Issuer Priority of Payments; and
(v).....the FSA has approved the exercise of the Purchase Option or
Redemption Option (as defined below), as the case may be, if
such approval is required by rule of law, recommendations of
best practices or by any other regulation,
then:
(A) the Master Issuer has the right (the PURCHASE OPTION) to
require holders of all but not some only of the Class B Notes
and/or the Class M Notes and/or the Class C Notes and/or the
Class D Notes, in each case, of any one or more Series issued
prior to 1 January 2008 (collectively, the CALLED NOTES) to
transfer the Called Notes to the Master Issuer on any Interest
Payment Date (prior to 31 December 2010 or such later date as
may be permitted by the FSA) falling on or after the Interest
Payment Date specified in the applicable Final Terms (if any)
for a price equal to the aggregate Redemption Amount, together
with any accrued interest on the Called Notes, or
(B) the Master Issuer may redeem (the REDEMPTION OPTION) the
Called Notes on any Interest Payment Date (prior to 31
December 2010 or such later date as may be permitted by the
FSA) falling on or after the Interest Payment Date specified
in the applicable Final Terms (if any) at the aggregate
Redemption Amount, together with any accrued interest on the
Called Notes.
(b) The Called Notes transferred to the Master Issuer pursuant to the
Purchase Option shall, subject as provided in (c) below, remain
outstanding until the date on which they would otherwise be redeemed
or cancelled in accordance with the Conditions.
(c) The Note Trustee shall concur in, execute and do all such deeds,
instruments, acts and things, and shall consent to any amendment,
modification or waiver of the provisions of the Transaction Documents
to which it is a party, which may be necessary or desirable to permit
and give effect to the exercise of the Purchase Option and the
transfer of the Called Notes to the Master Issuer, including any
waiver of convents of the Master Issuer and any suspension or
termination of the rights of the holders of the Called Notes from (and
including) the interest payment date specified for the exercise of the
Purchase Option, for as long as the Called Notes have been transferred
to the Master Issuer, other than the right to receive the price
payable for such transfer.
(d) Each holder of Called Notes shall be deemed to have authorised and
instructed DTC, Euroclear, or, as the case may be Clearstream,
Luxembourg to effect the transfer of its Called Notes on the relevant
Interest Payment Date to the Master Issuer, in accordance with the
rules for the time being of DTC, Euroclear, or, as the case may be,
Clearstream, Luxembourg.
(e) For the avoidance of doubt, the exercise of the Purchase Option or the
Redemption Option will be subject always to compliance with the
applicable laws and rules of the relevant time.
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5.7 REDEMPTION AMOUNTS
For the purposes of this CONDITION 5, REDEMPTION AMOUNT means, in
respect of any Series and Class of Notes, the amount specified in
relation to such Notes in the applicable Final Terms or, if not so
specified:
(a) in respect of each Note (other than a Zero Coupon Note), the
Principal Amount Outstanding of such Note or such other amount
specified in the applicable Final Terms; and
(b) in respect of each Zero Coupon Note, an amount (the AMORTISED
FACE AMOUNT) calculated in accordance with the following
formula:
Redemption Amount = RP x (1 + AY) y
where:
RP= the Reference Price;
AY= the Accrual Yield expressed as a decimal; and
y= the Day Count Fraction.
If the amount payable in respect of any Zero Coupon Note upon
redemption of such Zero Coupon Note pursuant to CONDITION 5.1, 5.2,
5.4, 5.5 or 5.6 above or upon its becoming due and repayable as
provided in CONDITION 9 is improperly withheld or refused, the amount
due and repayable in respect of such Note shall be the amount
calculated as provided in paragraph (b) above as though the reference
therein to the date fixed for the redemption or, as the case may be,
the date upon which such Note becomes due and payable were replaced by
reference to the date which is the earlier of:
(i) the date on which all amounts due in respect of such Note have
been paid; and
(ii) the date on which the full amount of the monies payable in
respect of such Note has been received by the Principal Paying
Agent or the Note Trustee or the Registrar and notice to that
effect has been given to the Noteholders in accordance with
CONDITION 14.
DAY COUNT FRACTION means, in respect of the calculation of the
Redemption Amount for a Zero Coupon Note in accordance with this
CONDITION 5.7 for any Zero Coupon Period:
(i) if ACTUAL/ACTUAL is specified for the relevant Series and
Class of Notes in the applicable Final Terms, the actual
number of days from (and including) the first Closing Date of
such Series and Class of Notes to (but excluding) the date
fixed for redemption (the ZERO COUPON PERIOD) or, as the case
may be, the date upon which such Series and Class of Notes
becomes due and payable divided by 365 (or, if any portion of
the Zero Coupon Period falls in one or more leap years, the
sum of (A) the actual number of days in the Zero Coupon Period
falling in a leap year divided by 366 and (B) the actual
number of days in the Zero Coupon Period falling in a non-leap
year divided by 365); or
(ii) if 30/360 is specified for the relevant Series and Class of
Notes in the applicable Final Terms, the number of days
(calculated on the basis of a 360-day year consisting of 12
months of 30 days each) during the Zero Coupon Period divided
by 360.
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5.8 MANDATORY TRANSFER OF REMARKETABLE NOTES
(i) Each Series and Class of Remarketable Notes shall, subject to
(iii) below, be transferred in accordance with (iii) below on
each relevant Mandatory Transfer Date prior to the occurrence
of a Mandatory Transfer Termination Event (as confirmed by the
relevant Remarketing Agent or the relevant Tender Agent by the
provision of a Conditional Purchaser Confirmation to the
Master Issuer and the Principal Paying Agent) in exchange for
payment of the relevant Mandatory Transfer Price, and the
Master Issuer will procure payment of the relevant Mandatory
Transfer Price to the holders of such Series and Class of
Remarketable Notes on the relevant Mandatory Transfer Date,
provided that the Master Issuer shall not be liable for the
failure to make payment of the relevant Mandatory Transfer
Price to the holders of such Series and Class of Remarketable
Notes to the extent that such failure is a result of the
failure of the Remarketing Agent or the Conditional Purchaser
to perform its obligations under the Remarketing Agreement.
(ii) Subject to (i) above and (iii) below, all the holders'
interests in a Series and Class of Remarketable Notes shall be
transferred on the relevant Mandatory Transfer Date to the
account of the relevant Remarketing Agent on behalf of the
relevant purchasers or as otherwise notified by or on behalf
of the relevant Remarketing Agent prior to such date or, if
Definitive Notes have been issued with respect to such Series
and Class of Remarketable Notes, such Series and Class of
Remarketable Notes will be registered in the name of the
relevant Remarketing Agent or as otherwise notified by or on
behalf of the relevant Remarketing Agent by the Registrar and
the Register will be amended accordingly with affect from the
relevant Mandatory Transfer Date.
(iii) Any holder of a Series and Class of Remarketable Notes may
exercise his rights to retain such Series and Class of
Remarketable Notes through the facilities of DTC at any time
prior to the commencement of the relevant Remarketing Period
that ends immediately before the relevant Mandatory Transfer
Date.
6. PAYMENTS
6.1 PAYMENT OF INTEREST AND PRINCIPAL
Payments of principal shall be made by cheque in the Specified
Currency, drawn on a Designated Bank, or upon application by a Holder
of the relevant Note to the Specified Office of the Principal Paying
Agent not later than the fifth Business Day before the Record Date (as
defined in CONDITION 6.7), by transfer to a Designated Account
maintained by the payee with a Designated Bank and (in the case of
final redemption) upon surrender (or, in the case of part payment
only, endorsement) of the relevant Note at the Specified Office of any
Paying Agent.
Payments of interest shall be made by cheque in the Specified Currency
drawn on a Designated Bank, or upon application by a Holder of the
relevant Note to the Specified Office of the Principal Paying Agent
not later than the fifth Business Day before the Record Date (as
defined in CONDITION 6.7), by transfer to a Designated Account
maintained by the payee with a Designated Bank and (in the case of
interest payable on final redemption) upon surrender (or, in the case
of part payment only, endorsement) of the relevant Note at the
Specified Office of any Paying Agent.
6.2 LAWS AND REGULATIONS
Payments of principal and interest in respect of the Notes are subject
in all cases to any fiscal or other laws and regulations applicable
thereto. Noteholders will not be charged commissions or expenses on
payments.
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6.3 PAYMENT OF INTEREST FOLLOWING A FAILURE TO PAY PRINCIPAL
If payment of principal is improperly withheld or refused on or in
respect of any Note or part thereof, the interest which continues to
accrue in respect of such Note in accordance with CONDITION 4 will be
paid in accordance with this CONDITION 6.
6.4 CHANGE OF AGENTS
The initial Principal Paying Agent, the Registrar, the Transfer Agent
and the initial Paying Agents are listed in these Conditions. The
Master Issuer reserves the right, subject to the prior written
approval of the Note Trustee, at any time to vary or terminate the
appointment of the Principal Paying Agent, the Registrar, the Transfer
Agent and the US Paying Agent and to appoint additional or other
Paying Agents. The Master Issuer will at all times maintain a Paying
Agent with a Specified Office in London and a US Paying Agent with a
Specified Office in New York and a Registrar. Except where otherwise
provided in the Master Issuer Trust Deed, the Master Issuer will cause
at least 30 days' notice of any change in or addition to the Paying
Agents, the Transfer Agent or the Registrar or their Specified Offices
to be given in accordance with CONDITION 14 and will notify the Rating
Agencies of such change or addition. For as long as any Note is
outstanding, the Master Issuer will endeavour to maintain a Paying
Agent in a member state of the European Union that will not be obliged
to withhold or deduct tax pursuant to European Council Directive
2003/48/EC or any law implementing or complying with, or introduced in
order to conform to such Directive.
6.5 NO PAYMENT ON NON-BUSINESS DAY
Where payment is to be made by transfer to a Designated Account,
payment instructions (for value the due date or, if the due date is
not a Business Day, for value the next succeeding Business Day) will
be initiated and, where payment is to be made by cheque, the cheque
will be mailed (a) (in the case of payments of principal and interest
payable on redemption) on the later of the due date for payment and
the day on which the relevant Note is surrendered (or, in the case of
part payment only, endorsed) at the Specified Office of a Paying Agent
and (b) (in the case of payments of interest payable other than on
redemption) on the due date for payment. A Holder of a Note shall not
be entitled to any interest or other payment in respect of any delay
in payment resulting from (i) the due date for a payment not being a
Business Day or (ii) a cheque mailed in accordance with this CONDITION
6.5 arriving after the due date for payment or being lost in the mail.
6.6 PARTIAL PAYMENT
If a Paying Agent makes a partial payment in respect of any Note, the
Master Issuer shall procure and the Registrar will ensure that the
amount and date of such payment are noted on the Register and, in the
case of partial payment upon presentation of a Note, that a statement
indicating the amount and date of such payment is endorsed on the
relevant Note.
6.7 RECORD DATE
Each payment in respect of a Note will be made to the persons shown as
the Holder in the Register at the opening of business in the place of
the Registrar's Specified Office on the fifteenth day before the due
date for such payment (the RECORD DATE). Where payment in respect of a
Note is to be made by cheque, the cheque will be mailed to the address
shown as the address of the Holder in the Register at the opening of
business on the relevant Record Date.
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6.8 PAYMENT OF INTEREST
Subject as provided otherwise in these Conditions, if interest is not
paid in respect of a Note of any Class on the date when due and
payable (other than because the due date is not a Business Day) or by
reason of non-compliance with CONDITION 6.1, then such unpaid interest
shall itself bear interest at the Rate of Interest applicable from
time to time to such Note until such interest and interest thereon are
available for payment and notice thereof has been duly given in
accordance with CONDITION 14.
7. PRESCRIPTION
Claims against the Master Issuer for payment of interest and principal
on redemption shall be prescribed and become void if the relevant
Notes are not surrendered for payment within a period of ten years
from the relevant date in respect thereof. After the date on which a
payment under a Note becomes void in its entirety, no claim may be
made in respect thereof. In this CONDITION 7, the RELEVANT DATE, in
respect of a payment under a Note, is the date on which the payment in
respect thereof first becomes due or (if the full amount of the monies
payable in respect of those payments under all the Notes due on or
before that date has not been duly received by the Principal Paying
Agent, the US Paying Agent or the Note Trustee (as the case may be) on
or prior to such date) the date on which the full amount of such
monies having been so received, notice to that effect is duly given to
Noteholders in accordance with CONDITION 14.
8. TAXATION
All payments in respect of the Notes will be made without withholding
or deduction for, or on account of, any present or future taxes,
duties or charges of whatsoever nature unless the Master Issuer or any
relevant Paying Agent is required by applicable law to make any
payment in respect of the Notes subject to any such withholding or
deduction. In that event, the Master Issuer or such Paying Agent shall
make such payment after such withholding or deduction has been made
and shall account to the relevant authorities for the amount so
required to be withheld or deducted. No Paying Agent nor the Master
Issuer will be obliged to make any additional payments to Noteholders
in respect of such withholding or deduction.
9. EVENTS OF DEFAULT
9.1 CLASS A NOTEHOLDERS
The Note Trustee in its absolute discretion may (and if so requested
in writing by the Holders of not less than 25% in aggregate Principal
Amount Outstanding of the Class A Notes (which for this purpose and
the purpose of any Extraordinary Resolution referred to in this
CONDITION 9.1 means the Class A Notes of all Series constituted by the
Master Issuer Trust Deed) or if so directed by or pursuant to an
Extraordinary Resolution passed at a meeting of the Holders of the
Class A Notes shall), subject in each case to being indemnified and/or
secured to its satisfaction, give notice (a CLASS A NOTE ACCELERATION
NOTICE) to the Master Issuer, the Master Issuer Security Trustee and
the Funding 2 Security Trustee of a Note Event of Default (as defined
below) declaring (in writing) the Class A Notes and all other Notes to
be due and repayable (and they shall forthwith become due and
repayable) at any time after the happening of any of the following
events which is continuing or unwaived:
(a) default being made for a period of three Business Days in the
payment of any amount of principal of the Class A Notes of any
Series when and as the same ought to be paid in accordance
with these Conditions or default being made for a period of
three Business Days in the payment of any amount of interest
on the Class A Notes of any Series when and as the same ought
to be paid in accordance with these Conditions; or
26
(b) the Master Issuer failing duly to perform or observe any other
obligation binding upon it under the Class A Notes of any
Series, the Master Issuer Trust Deed, the Master Issuer Deed
of Charge or any other Transaction Document and, in any such
case (except where the Note Trustee certifies that, in its
sole opinion, such failure is incapable of remedy, in which
case no notice will be required), such failure is continuing
unremedied for a period of 20 days following the service by
the Note Trustee on the Master Issuer of notice requiring the
same to be remedied and the Note Trustee has certified that
the failure to perform or observe is materially prejudicial to
the interests of the Holders of the Class A Notes of such
Series; or
(c) the Master Issuer, otherwise than for the purposes of such
amalgamation or reconstruction as is referred to in
SUBPARAGRAPH (d) below, ceases or threatens to cease to carry
on its business or a substantial part of its business or the
Master Issuer is deemed unable to pay its debts within the
meaning of section 123(1)(a), (b), (c) or (d) of the
Insolvency Xxx 0000 (as amended, modified or re-enacted) or
becomes unable to pay its debts as they fall due or the value
of its assets falls to less than the amount of its liabilities
(taking into account for both these purposes its contingent
and prospective liabilities) or otherwise becomes insolvent;
or
(d) an order being made or an effective resolution being passed
for the winding-up of the Master Issuer except a winding-up
for the purposes of or pursuant to an amalgamation,
restructuring or merger the terms of which have previously
been approved by the Note Trustee in writing or by an
Extraordinary Resolution of the Holders of the Class A Notes;
or
(e) proceedings being otherwise initiated against the Master
Issuer under any applicable liquidation, insolvency,
composition, reorganisation or other similar laws (including,
but not limited to, presentation of a petition for an
administration order, the filing of documents with the court
for an administration or the service of a notice of intention
to appoint an administrator) and (except in the case of
presentation of a petition for an administration order) such
proceedings are not, in the sole opinion of the Note Trustee,
being disputed in good faith with a reasonable prospect of
success, or an administration order being granted or the
appointment of an administrator takes effect or an
administrative receiver or other receiver, liquidator or other
similar official being appointed in relation to the Master
Issuer or in relation to the whole or any substantial part of
the undertaking or assets of the Master Issuer, or an
encumbrancer taking possession of the whole or any substantial
part of the undertaking or assets of the Master Issuer, or a
distress, execution, diligence or other process being levied
or enforced upon or sued out against the whole or any
substantial part of the undertaking or assets of the Master
Issuer and such possession or process (as the case may be) not
being discharged or not otherwise ceasing to apply within 30
days, or the Master Issuer initiating or consenting to the
foregoing proceedings relating to itself under applicable
liquidation, insolvency, composition, reorganisation or other
similar laws or making a conveyance or assignment for the
benefit of its creditors generally or a composition or similar
arrangement with the creditors or takes steps with a view to
obtaining a moratorium in respect of its indebtedness,
including without limitation, the filing of documents with the
court; or
(f) if a Master Intercompany Loan Acceleration Notice is served
under the Master Intercompany Loan Agreement while the Class A
Notes of any Series are outstanding.
9.2 CLASS B NOTEHOLDERS
This CONDITION 9.2 shall have no effect if, and for as long as, any
Class A Notes of any Series are outstanding. Subject thereto, for so
long as any Class B Notes of any Series are outstanding, the Note
Trustee in its absolute discretion may (and if so requested in writing
by the Holders of not less than 25% in aggregate Principal Amount
Outstanding of the Class B Notes (which for this purpose and the
purpose of any Extraordinary Resolution referred to in this CONDITION
9.2, means the
27
Class B Notes of all Series constituted by the Master Issuer
Trust Deed) or if so directed by or pursuant to an Extraordinary
Resolution passed at a meeting of the Holders of the Class B Notes
shall), subject in each case to it being indemnified and/or secured to
its satisfaction, give notice (a CLASS B NOTE ACCELERATION NOTICE) to
the Master Issuer, the Master Issuer Security Trustee and the Funding
2 Security Trustee of a Note Event of Default (as defined below) and
declaring (in writing) the Class B Notes and all other Notes to be due
and repayable (and they shall forthwith become due and repayable) at
any time after the happening of any of the following events:
(a) default being made for a period of three Business Days in the
payment of any amount of principal of the Class B Notes of any
Series when and as the same ought to be paid in accordance
with these Conditions or default being made for a period of
three Business Days in the payment of any amount of interest
on the Class B Notes of any Series when and as the same ought
to be paid in accordance with these Conditions; or
(b) the occurrence of any of the events in CONDITION 9.1(B), (C),
(D), (E) or (F) ABOVE provided that the references in
CONDITION 9.1(B), CONDITION 9.1(D) and CONDITION 9.1(F) to
Class A Notes shall be read as references to Class B Notes.
9.3 CLASS M NOTEHOLDERS
This CONDITION 9.3 shall have no effect if, and for as long as, any
Class A Notes or Class B Notes of any Series are outstanding. Subject
thereto, for so long as any Class M Notes of any Series are
outstanding, the Note Trustee in its absolute discretion may (and if
so requested in writing by the Holders of not less than 25% in
aggregate Principal Amount Outstanding of the Class M Notes (which for
this purpose and the purpose of any Extraordinary Resolution referred
to in this CONDITION 9.3, means the Class M Notes of all Series
constituted by the Master Issuer Trust Deed) or if so directed by or
pursuant to an Extraordinary Resolution passed at a meeting of the
Holders of the Class M Notes shall), subject in each case to it being
indemnified and/or secured to its satisfaction, give notice (a CLASS M
NOTE ACCELERATION NOTICE) to the Master Issuer, the Master Issuer
Security Trustee and the Funding 2 Security Trustee of a Note Event of
Default (as defined below) and declaring (in writing) the Class M
Notes and all other Notes to be due and repayable (and they shall
forthwith become due and repayable) at any time after the happening of
any of the following events:
(a) default being made for a period of three Business Days in the
payment of any amount of principal of the Class M Notes of any
Series when and as the same ought to be paid in accordance
with these Conditions or default being made for a period of
three Business Days in the payment of any amount of interest
on the Class M Notes of any Series when and as the same ought
to be paid in accordance with these Conditions; or
(b) the occurrence of any of the events in CONDITION 9.1(B), (C),
(D), (E) or (F) ABOVE provided that the references in
CONDITION 9.1(B), CONDITION 9.1(D) and CONDITION 9.1(F) to
Class A Notes shall be read as references to Class M Notes.
9.4 CLASS C NOTEHOLDERS
This CONDITION 9.4 shall have no effect if, and for as long as, any
Class A Notes, Class B Notes or Class M Notes of any Series are
outstanding. Subject thereto, for so long as any Class C Notes of any
Series are outstanding, the Note Trustee in its absolute discretion
may (and if so requested in writing by the Holders of not less than
25% in aggregate Principal Amount Outstanding of the Class C Notes
(which for this purpose and the purpose of any Extraordinary
Resolution referred to in this CONDITION 9.4, means the Class C Notes
of all Series constituted by the Master Issuer Trust Deed) or if so
directed by or pursuant to an Extraordinary Resolution passed at a
meeting of the Holders of the Class C Notes shall), subject in each
case to it being indemnified and/or secured to its satisfaction,
28
give notice (a CLASS C NOTE ACCELERATION NOTICE) to the Master Issuer,
the Master Issuer Security Trustee and the Funding 2 Security Trustee
of a Note Event of Default (as defined below) and declaring (in
writing) the Class C Notes and all other Notes to be due and repayable
(and they shall forthwith become due and repayable) at any time after
the happening of any of the following events:
(a) default being made for a period of three Business Days in the
payment of any amount of principal of the Class C Notes of any
Series when and as the same ought to be paid in accordance
with these Conditions or default being made for a period of
three Business Days in the payment of any amount of interest
on the Class C Notes of any Series when and as the same ought
to be paid in accordance with these Conditions; or
(b) the occurrence of any of the events in CONDITION 9.1(B), (C),
(D), (E) or (F) ABOVE provided that the references in
CONDITION 9.1(B), CONDITION 9.1(D) and CONDITION 9.1(F) to
Class A Notes shall be read as references to Class C Notes.
9.5 CLASS D NOTEHOLDERS
This CONDITION 9.5 shall have no effect if, and for as long as, any
Class A Notes, Class B Notes, Class M Notes or Class C Notes of any
Series are outstanding. Subject thereto, for so long as any Class D
Notes of any Series are outstanding, the Note Trustee in its absolute
discretion may (and if so requested in writing by the Holders of not
less than 25% in aggregate Principal Amount Outstanding of the Class D
Notes (which for this purpose and the purpose of any Extraordinary
Resolution referred to in this CONDITION 9.5, means the Class D Notes
of all Series constituted by the Master Issuer Trust Deed) or if so
directed by or pursuant to an Extraordinary Resolution passed at a
meeting of the Holders of the Class D Notes shall), subject in each
case to it being indemnified and/or secured to its satisfaction, give
notice (a CLASS D NOTE ACCELERATION NOTICE) to the Master Issuer, the
Master Issuer Security Trustee and the Funding 2 Security Trustee of a
Note Event of Default (as defined below) and declaring (in writing)
the Class D Notes to be due and repayable (and they shall forthwith
become due and repayable) at any time after the happening of any of
the following events:
(a) default being made for a period of three Business Days in the
payment of any amount of principal of the Class D Notes of any
Series when and as the same ought to be paid in accordance
with these Conditions or default being made for a period of
three Business Days in the payment of any amount of interest
on the Class D Notes of any Series when and as the same ought
to be paid in accordance with these Conditions; or
(b) the occurrence of any of the events in CONDITION 9.1(B), (C),
(D), (E) or (F) ABOVE provided that the references in
CONDITION 9.1(B), CONDITION 9.1(D) and CONDITION 9.1(F) to
Class A Notes shall be read as references to Class D Notes.
9.6 FOLLOWING SERVICE OF A NOTE ACCELERATION NOTICE
In these Conditions, a NOTE ACCELERATION NOTICE means any of the Class
A Note Acceleration Notice, the Class B Note Acceleration Notice, the
Class M Note Acceleration Notice, the Class C Note Acceleration Notice
and the Class D Note Acceleration Notice. For the avoidance of doubt,
upon any Note Acceleration Notice being given by the Note Trustee in
accordance with CONDITION 9.1, 9.2, 9.3, 9.4 or 9.5 all Notes shall
immediately become due, without further action, notice or formality at
their Principal Amount Outstanding together with accrued interest (or,
in the case of a Zero Coupon Note, at its Redemption Amount,
calculated in accordance with CONDITION 5.7).
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10. ENFORCEMENT OF NOTES
10.1 ENFORCEMENT
The Note Trustee may, at its discretion and without notice at any time
and from time to time, take such steps and institute such proceedings
against the Master Issuer or any other person as it may think fit to
enforce the provisions of the Notes, the Trust Deed (including these
Conditions) or any of the other Transaction Documents to which it is a
party and the Note Trustee may, at its discretion without notice, at
any time after the Master Issuer Security has become enforceable
(including after the service of a Note Acceleration Notice in
accordance with CONDITION 9), instruct the Master Issuer Security
Trustee to take such steps as it may think fit to enforce the Master
Issuer Security. The Note Trustee shall not be bound to take such
steps or institute such proceedings or give such instructions unless:
(a) (subject in all cases to restrictions contained in the Master
Issuer Trust Deed to protect the interests of any higher
ranking Class of Noteholders) it shall have been so directed
by an Extraordinary Resolution of the Class A Noteholders, the
Class B Noteholders, the Class M Noteholders, the Class C
Noteholders or the Class D Noteholders (which for this purpose
means the Holders of all Series of the Class A Notes, the
Class B Notes, the Class M Notes, the Class C Notes or the
Class D Notes (as applicable)) or so requested in writing by
the Holders of at least one quarter in aggregate Principal
Amount Outstanding of the Class A Notes, Class B Notes, Class
M Notes, Class C Notes or Class D Notes (as applicable) of all
Series; and
(b) it shall have been indemnified and/or secured to its
satisfaction.
The Master Issuer Security Trustee shall not, and shall not be
bound to, take such steps or take any such other action unless
it is so directed by the Note Trustee and indemnified and/or
secured to its satisfaction.
Amounts available for distribution after enforcement of the Master
Issuer Security shall be distributed in accordance with the terms of
the Master Issuer Deed of Charge.
No Noteholder may institute any proceedings against the Master Issuer
to enforce its rights under or in respect of the Notes, the Master
Issuer Trust Deed or the Master Issuer Deed of Charge unless (i) the
Note Trustee or the Master Issuer Security Trustee, as applicable, has
become bound to institute proceedings and has failed to do so within
30 days of becoming so bound and (ii) such failure is continuing;
provided that no Class B Noteholder, Class M Noteholder, Class C
Noteholder or Class D Noteholder will be entitled to commence
proceedings for the winding up or administration of the Master Issuer
unless there are no outstanding Notes of a Class with higher priority,
or if Notes of a Class with higher priority are outstanding, there is
consent of Noteholders of not less than one quarter of the aggregate
principal amount of the Notes outstanding (as defined in the Master
Issuer Trust Deed) of the Class or Classes of Notes with higher
priority or pursuant to an Extraordinary Resolution of the Holders of
such Class of Notes. Notwithstanding the foregoing and notwithstanding
any other provision of the Master Issuer Trust Deed, the right of any
Noteholder to receive payment of principal and interest on its Notes
on or after the due date for such principal or interest, or to
institute suit for the enforcement of payment of that principal or
interest, may not be impaired or affected without the consent of that
Noteholder.
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10.2 POST ENFORCEMENT CALL OPTION
In the event that:
(a) the Master Issuer Security is enforced and the Master Issuer
Security Trustee determines that (i) the proceeds of such
enforcement, after distribution of such proceeds to the
persons entitled thereto ranking in priority to the Notes
under the Master Issuer Deed of Charge and to the Noteholders
(to the extent entitled thereto), are insufficient to pay in
full all principal and interest and other amounts whatsoever
due in respect of the Notes and all other claims ranking pari
passu therewith (ii) such proceeds of enforcement have been so
distributed in accordance with the terms of the Master Issuer
Deed of Charge and (iii) there are no further assets available
to pay principal and interest and other amounts whatsoever due
in respect of the Notes; or
(b) within 20 days following the Final Maturity Date of the latest
maturing Note, the Master Issuer Security Trustee certifies
that there is no further amount outstanding under the Master
Intercompany Loan Agreement,
then the Note Trustee is required, at the request of the
Post-Enforcement Call Option Holder, for a nominal amount, to transfer
or (as the case may be) procure transfer of all (but not some only) of
the Notes to the Post-Enforcement Call Option Holder pursuant to the
option granted to it by the Note Trustee (as agent for the
Noteholders) under the terms of the Post Enforcement Call Option
Agreement. Immediately upon such transfer, no such former Noteholder
shall have any further interest in the Notes. Each of the Noteholders
acknowledges that the Note Trustee has the authority and the power to
bind the Noteholders in accordance with the terms and conditions set
out in the Master Issuer Post-Enforcement Call Option Agreement and
each Noteholder, by subscribing for or purchasing Notes, agrees to be
so bound. The Note Trustee shall give notice of the exercise of such
option to the Noteholders in accordance with CONDITION 14.
11. MEETINGS OF NOTEHOLDERS, MODIFICATIONS AND WAIVER
11.1 MEETINGS OF NOTEHOLDERS
The Master Issuer Trust Deed contains provisions for convening
meetings of Noteholders of any Series and Class to consider any matter
affecting their interests, including the sanctioning by Extraordinary
Resolution of a modification of any provision of these Conditions or
the provisions of any of the Transaction Documents.
(a) Class A Notes
In respect of the Class A Notes, the Master Issuer Trust Deed
provides that, subject to CONDITION 11.2:
(i) a resolution which, in the sole opinion of the Note
Trustee, affects the interests of the Holders of one
class only of the Class A Notes shall be deemed to
have been duly passed if passed at a meeting of the
Holders of that class of the Class A Notes;
(ii) a resolution which, in the sole opinion of the Note
Trustee, affects the interests of the Holders of any
two or more classes of the Class A Notes but does not
give rise to a conflict of interest between the
Holders of any such two or more Classes of Class A
Notes, shall be deemed to have been duly passed if
passed at a single meeting of the Holders of that
class of such two or more Classes of Class A Notes;
and
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(iii) a resolution which, in the sole opinion of the Note
Trustee, affects the interests of the Holders of any
two or more classes of the Class A Notes and gives or
may give rise to a conflict of interest between the
Holders of any such two or more Classes of Class A
Notes, shall be deemed to have been duly passed only
if, in lieu of being passed at a single meeting of the
Holders of such two or more Classes of Class A Notes,
it shall be passed at separate meetings of the Holders
of each of such two or more Classes of Class A Notes.
(b) Class B Notes
In respect of the Class B Notes, the Master Issuer Trust Deed
provides that, subject to CONDITION 11.2:
(i) a resolution which, in the sole opinion of the Note
Trustee, affects the interests of the Holders of one
class only of the Class B Notes shall be deemed to
have been duly passed if passed at a meeting of the
Holders of that class of the Class B Notes;
(ii) a resolution which, in the sole opinion of the Note
Trustee, affects the interests of the Holders of any
two or more classes of the Class B Notes but does not
give rise to a conflict of interest between the
Holders of any such two or more Classes of Class B
Notes, shall be deemed to have been duly passed if
passed at a single meeting of the Holders of such two
or more Classes of Class B Notes; and
(iii) a resolution which, in the sole opinion of the Note
Trustee, affects the interests of the Holders of any
two or more classes of the Class B Notes and gives or
may give rise to a conflict of interest between the
Holders of any such two or more Classes of Class B
Notes, shall be deemed to have been duly passed only
if, in lieu of being passed at a single meeting of the
Holders of such two or more Classes of Class B Notes,
it shall be passed at separate meetings of the Holders
of each of such two or more Classes of Class B Notes.
(c) Class M Notes
In respect of the Class M Notes, the Master Issuer Trust Deed
provides that, subject to CONDITION 11.2:
(i) a resolution which, in the sole opinion of the Note
Trustee, affects the interests of the Holders of one
class only of the Class M Notes shall be deemed to
have been duly passed if passed at a meeting of the
Holders of that class of the Class M Notes;
(ii) a resolution which, in the sole opinion of the Note
Trustee, affects the interests of the Holders of any
two or more classes of the Class M Notes but does not
give rise to a conflict of interest between the
Holders of any such two or more Classes of Class M
Notes, shall be deemed to have been duly passed if
passed at a single meeting of the Holders of such two
or more Classes of Class M Notes; and
(iii) a resolution which, in the sole opinion of the Note
Trustee, affects the interests of the Holders of any
two or more classes of the Class M Notes and gives or
may give rise to a conflict of interest between the
Holders of any such two or more Classes of Class M
Notes, shall be deemed to have been duly passed only
if, in lieu of being passed at a single meeting of the
Holders of such two or more Classes of Class M Notes,
it shall be passed at separate meetings of the Holders
of each of such two or more Classes of Class M Notes.
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(d) Class C Notes
In respect of the Class C Notes, the Master Issuer Trust Deed
provides that, subject to CONDITION 11.2:
(i) a resolution which, in the sole opinion of the Note
Trustee, affects the interests of the Holders of one
class only of the Class C Notes shall be deemed to
have been duly passed if passed at a meeting of that
class of the Holders of that class of the Class C
Notes;
(ii) a resolution which, in the sole opinion of the Note
Trustee, affects the interests of the Holders of any
two or more classes of the Class C Notes but does not
give rise to a conflict of interest between the
Holders of any such two or more Classes of Class C
Notes, shall be deemed to have been duly passed if
passed at a single meeting of the Holders of such two
or more Classes of Class C Notes; and
(iii) a resolution which, in the sole opinion of the Note
Trustee, affects the interests of the Holders of any
two or more classes of the Class C Notes and gives or
may give rise to a conflict of interest between the
Holders of any such two or more Classes of Class C
Notes, shall be deemed to have been duly passed only
if, in lieu of being passed at a single meeting of the
Holders of such two or more Classes of Class C Notes,
it shall be passed at separate meetings of the Holders
of each of such two or more Classes of Class C Notes.
(e) Class D Notes
In respect of the Class D Notes, the Master Issuer Trust Deed
provides that, subject to CONDITION 11.2:
(i) a resolution which, in the sole opinion of the Note
Trustee, affects the interests of the Holders of one
class only of the Class D Notes shall be deemed to
have been duly passed if passed at a meeting of the
Holders of that class of the Class D Notes;
(ii) a resolution which, in the sole opinion of the Note
Trustee, affects the interests of the Holders of any
two or more classes of the Class D Notes but does not
give rise to a conflict of interest between the
Holders of any such two or more Classes of Class D
Notes, shall be deemed to have been duly passed if
passed at a single meeting of the Holders of such two
or more Classes of Class D Notes; and
(iii) a resolution which, in the sole opinion of the Note
Trustee, affects the interests of the Holders of any
two or more classes of the Class D Notes and gives or
may give rise to a conflict of interest between the
Holders of any such two or more Classes of Class D
Notes, shall be deemed to have been duly passed only
if, in lieu of being passed at a single meeting of the
Holders of such two or more Classes of Class D Notes,
it shall be passed at separate meetings of the Holders
of each of such two or more Classes of Class D Notes.
The quorum for any meeting of the Holders of any Series and Class of
Notes or of any Class of Notes of more than one Series convened to
consider a resolution (except for the purpose of passing an
Extraordinary Resolution or a Programme Resolution) will be one or
more persons holding or representing not less than one-twentieth of
the aggregate Principal Amount Outstanding of such Series and Class of
Notes or such Class of Notes of more than one Series or, at any
adjourned meeting, one or more persons being or representing
Noteholders of such Series and Class of Notes or such Class of Notes
of more than one Series, whatever the aggregate Principal Amount
Outstanding
33
of the relevant Notes so held or represented. A RESOLUTION means a
resolution (excluding an Extraordinary Resolution or a Programme
Resolution) passed at a meeting of Noteholders duly convened and held
in accordance with the provisions of the Master Issuer Trust Deed by a
simple majority of the persons voting thereat upon a show of hands or
if a poll is duly demanded by a simple majority of the votes cast on
such poll.
Subject as provided in the following paragraph, the quorum at any
meeting of the Holders of any Series and Class of Notes or of any
Class of Notes of more than one Series of Notes convened to consider
an Extraordinary Resolution will be one or more persons holding or
representing not less than 50% of the aggregate Principal Amount
Outstanding of such Series and Class of Notes or such Class of Notes
of more than one Series or, at any adjourned meeting, one or more
persons being or representing Noteholders of such Series and Class of
Notes or such Class of Notes of more than one Series of Notes,
whatever the aggregate Principal Amount Outstanding of the relevant
Notes so held or represented.
The quorum at any meeting of Noteholders for passing an Extraordinary
Resolution which includes the sanctioning of a modification which
would have the effect of altering the amount or timing of payments of
principal on the Notes of such Series and Class or of such Class or
the rate, the day or the timing of payments of interest thereon or of
the currency of payment of the Notes of such Series and Class or of
such Class or altering the priority of payments to the extent it
affects such Series and Class or of such Class or altering the quorum
or majority required in relation to any resolution (each a BASIC TERMS
MODIFICATION, as more fully defined in the Master Issuer Trust Deed)
shall be one or more persons holding or representing not less than 75%
of the aggregate Principal Amount Outstanding of the Notes of the
relevant Series and Class or of the Class of Notes of more than one
Series of Notes or, at any adjourned and reconvened meeting, not less
than 25% of the aggregate Principal Amount Outstanding of the Notes of
the relevant Series and Class or of the Class of Notes of more than
one Series of Notes.
An Extraordinary Resolution passed at any meeting of Noteholders shall
be binding on all of the Noteholders of the relevant Series and Class
or of the Class of Notes of more than one Series of Notes whether or
not they are present or represented at the meeting.
In connection with any meeting of Noteholders where the relevant Notes
(or any of them) are not denominated in Sterling, the Principal Amount
Outstanding of any Note not denominated in Sterling shall be converted
into Sterling at the relevant Specified Currency Exchange Rate.
A resolution signed by or on behalf of all the Noteholders of the
relevant Series and Class or of the relevant Class of more than one
Series of Notes who for the time being are entitled to receive notice
of a meeting under the Master Issuer Trust Deed shall for all purposes
be as valid and effective as an Extraordinary Resolution passed at a
meeting of Holders of such Series and Class or of the relevant Class
of more than one Series of Notes.
11.2 PROGRAMME RESOLUTION
Notwithstanding the provisions of CONDITION 11.1, any Extraordinary
Resolution of the Noteholders of any Class to direct the Note Trustee
to give a Note Acceleration Notice pursuant to CONDITION 9 or take any
enforcement action or instruct the Master Issuer Security Trustee to
enforce the Master Issuer Security pursuant to and CONDITION 10 (a
PROGRAMME RESOLUTION) shall only be capable of being passed at a
single meeting of the Noteholders of all Series of such Class of
Notes. The quorum at any such meeting for passing a Programme
Resolution shall be one or more persons holding or representing not
less than 50% of the aggregate Principal Amount Outstanding of the
Notes of such Class or, at any adjourned and reconvened meeting, one
or more persons being or representing Noteholders of such Class of
Notes, whatever the aggregate Principal Amount Outstanding of such
Class of Notes so held or represented by them.
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A Programme Resolution passed at any meeting of all Series of any
Class of Notes shall be binding on all Noteholders of all Series of
that Class of Notes, whether or not they are present or represented at
the meeting.
11.3 LIMITATIONS ON NOTEHOLDERS
Subject as provided in CONDITION 11.4:
(a) an Extraordinary Resolution of the Class A Noteholders of any
Series shall be binding on all Class B Noteholders, all Class
M Noteholders, all Class C Noteholders and all Class D
Noteholders in each case, of that Series or of any other
Series;
(b) no Extraordinary Resolution of the Class B Noteholders of any
Series shall take effect for any purpose while any Class A
Notes of that Series or of any other Series remain outstanding
unless it shall have been sanctioned by an Extraordinary
Resolution of the Class A Noteholders of each Series or the
Note Trustee is of the opinion that it would not be materially
prejudicial to the interests of the Class A Noteholders of any
Series as applicable and subject hereto and to CONDITION 11.4,
an Extraordinary Resolution of the Class B Noteholders of any
Series will be binding on the Class M Noteholders, the Class C
Noteholders and the Class D Noteholders in each case, of that
or any other Series irrespective of the effect upon them;
(c) no Extraordinary Resolution of the Class M Noteholders of any
Series shall take effect for any purpose while any Class A
Notes or Class B Notes in each case, of that Series or of any
other Series remain outstanding unless it shall have been
sanctioned by an Extraordinary Resolution of the Class A
Noteholders and an Extraordinary Resolution of the Class B
Noteholders, in each case of each Series or the Note Trustee
is of the opinion that it would not be materially prejudicial
to the respective interests of the Class A Noteholders and/or
the Class B Noteholders of any Series (as applicable) and
subject hereto and to CONDITION 11.4, an Extraordinary
Resolution of the Class M Noteholders of any Series will be
binding on the Class C Noteholders and the Class D Noteholders
in each case, of that or of any other Series irrespective of
the effect upon them;
(d) no Extraordinary Resolution of the Class C Noteholders of any
Series shall take effect for any purpose while any Class A
Notes, Class B Notes or Class M Notes in each case, of that
Series or of any other Series remain outstanding unless it
shall have been sanctioned by an Extraordinary Resolution of
the Class A Noteholders, an Extraordinary Resolution of the
Class B Noteholders and an Extraordinary Resolution of the
Class M Noteholders, in each case of each Series or the Note
Trustee is of the opinion that it would not be materially
prejudicial to the respective interests of the Class A
Noteholders, the Class B Noteholders and/or the Class M
Noteholders of any Series (as applicable) and subject hereto
and to CONDITION 11.4, an Extraordinary Resolution of the
Class C Noteholders of any Series will be binding on the Class
D Noteholders of that or any other Series irrespective of the
effect upon them; and
(e) no Extraordinary Resolution of Class D Noteholders of any
Series shall take effect for any purpose while any Class A
Notes, Class B Notes, Class M Notes or Class C Notes in each
case, of that Series or of any other Series remain outstanding
unless it shall have been sanctioned by an Extraordinary
Resolution of the Class A Noteholders, an Extraordinary
Resolution of the Class B Noteholders, an Extraordinary
Resolution of the Class M Noteholders and an Extraordinary
Resolution of the Class C Noteholders, in each case of each
Series or the Note Trustee is of the opinion that it would not
be materially prejudicial to the respective interests of the
Class A Noteholders, the Class B Noteholders, the Class M
Noteholders and/or the Class C Noteholders of any Series (as
applicable).
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11.4 APPROVAL OF MODIFICATIONS AND WAIVERS BY NOTEHOLDERS
No Extraordinary Resolution of the Noteholders of any one or more
Series of Class A Notes to sanction a modification of, or any waiver
or authorisation of any breach or proposed breach of, any of the
provisions of the Transaction Documents or the Conditions of the Notes
shall take effect unless it has been sanctioned by an Extraordinary
Resolution of the Class B Noteholders, an Extraordinary Resolution of
the Class M Noteholders, an Extraordinary Resolution of the Class C
Noteholders and an Extraordinary Resolution of the Class D
Noteholders, in each case of each Series, or the Note Trustee is of
the opinion that it would not be materially prejudicial to the
respective interests of the Class B Noteholders, the Class M
Noteholders, the Class C Noteholders and the Class D Noteholders of
any Series.
No Extraordinary Resolution of the Noteholders of any one or more
Series of Class B Notes to sanction a modification of, or any waiver
or authorisation of any breach or proposed breach of, any of the
provisions of the Transaction Documents or the Conditions of the Notes
shall take effect unless it has been sanctioned by an Extraordinary
Resolution of the Class M Noteholders, an Extraordinary Resolution of
the Class C Noteholders and an Extraordinary Resolution of the Class D
Noteholders, in each case of each Series, or the Note Trustee is of
the opinion that it would not be materially prejudicial to the
respective interests of the Class M Noteholders, the Class C
Noteholders and the Class D Noteholders of any Series.
No Extraordinary Resolution of the Noteholders of any one or more
Series of Class M Notes to sanction a modification of, or any waiver
or authorisation of any breach or proposed breach of, any of the
provisions of the Transaction Documents or the Conditions of the Notes
shall take effect unless it has been sanctioned by an Extraordinary
Resolution of the Class C Noteholders and an Extraordinary Resolution
of the Class D Noteholders, in each case of each Series, or the Note
Trustee is of the opinion that it would not be materially prejudicial
to the respective interests of the Class C Noteholders and the Class D
Noteholders of any Series.
No Extraordinary Resolution of the Noteholders of any one or more
Series of Class C Notes to sanction a modification of, or any waiver
or authorisation of any breach or proposed breach of, any of the
provisions of the Transaction Documents or the Conditions of the Notes
shall take effect unless it has been sanctioned by an Extraordinary
Resolution of the Class D Noteholders of each Series, or the Note
Trustee is of the opinion that it would not be materially prejudicial
to the interests of the Class D Noteholders of any Series.
11.5 MODIFICATIONS AND DETERMINATIONS BY NOTE TRUSTEE
The Note Trustee, may, without the consent of the Noteholders:
(a) agree to any modification (other than a Basic Terms
Modification) of, or to the waiver or authorisation of any
breach or proposed breach of, the Conditions of any Series and
Class of Notes or any of the Transaction Documents which is
not, in the opinion of the Note Trustee, materially
prejudicial to the interests of the Noteholders of any Series
and Class of Notes; or
(b) determine that any Note Event of Default shall not be treated
as such provided that it is not in the opinion of the Note
Trustee materially prejudicial to the interests of the Holders
of the most senior Class of Notes then outstanding; or
(c) agree to any modification (including a Basic Terms
Modification) of these Conditions or any of the Transaction
Documents which, in the sole opinion of the Note Trustee, is
of a formal, minor or technical nature or is to correct a
manifest error or an error established as such to the
satisfaction of the Note Trustee or is to comply with the
mandatory provisions of law; or
36
(d) agree to any modification of any of these Conditions or any
Transaction Documents as expressly provided for in the
Transaction Documents.
For the avoidance of doubt, the Note Trustee shall be entitled to
assume, without further investigation or inquiry, that such
modification, waiver or authorisation, will not be materially
prejudicial to the interests of the Noteholders if each of the Rating
Agencies rating the relevant Series and Class of Notes has confirmed
in writing that the then current ratings of the applicable Series and
Class of Notes would not be reduced, withdrawn or qualified by such
modification, waiver or authorisation. Any such modification, waiver,
authorisation or determination shall be binding on the Noteholders
and, unless the Note Trustee, agrees otherwise, any such modification
shall be notified to the Noteholders and the Rating Agencies in
accordance with CONDITION 14 as soon as practicable thereafter.
11.6 REDENOMINATION
The Note Trustee may agree, without the consent of the Holders of the
Sterling Notes on or after the Specified Date (as defined below), to
such modifications to the Sterling Notes and the Master Issuer Trust
Deed in respect of redenomination of such Notes in euro and associated
reconventioning, renominalisation and related matters in respect of
such Notes as may be proposed by the Master Issuer (and confirmed by
an independent financial institution approved by the Note Trustee to
be in conformity with then applicable market conventions) and to
provide for redemption at the euro equivalent of the sterling
principal amount of the Sterling Notes. For these purposes, SPECIFIED
DATE means the date on which the United Kingdom participates in the
third stage of European economic and monetary union pursuant to the
Treaty establishing the European Community, as amended by the Treaty
on European Union, or otherwise participates in European economic and
monetary union in a manner with an effect similar to such third stage.
Any such modification shall be binding on the Holders of the Sterling
Notes and, unless the Note Trustee agrees otherwise, any such
modification shall be notified to such Noteholders in accordance with
CONDITION 14 as soon as practicable thereafter.
11.7 EXERCISE OF NOTE TRUSTEE'S FUNCTIONS
Where the Note Trustee is required, in connection with the exercise of
its powers, trusts, authorities, duties and discretions under these
Conditions or any Transaction Document, to have regard to the
interests of the Noteholders of any Class, it shall have regard to the
interests of such Noteholders as a class and, in particular but
without prejudice to the generality of the foregoing, the Note Trustee
shall not have regard to, or be in any way liable for, the
consequences of such exercise for individual Noteholders resulting
from their being for any purpose domiciled or resident in, or
otherwise connected with, or subject to the jurisdiction of, any
particular territory. In connection with any such exercise, the Note
Trustee shall not be entitled to require, and no Noteholder shall be
entitled to claim, from the Master Issuer or any other person, any
indemnification or payment in respect of any tax consequence of any
such exercise upon individual Noteholders.
12. INDEMNIFICATION OF THE NOTE TRUSTEE AND THE MASTER ISSUER SECURITY
TRUSTEE
The Master Issuer Trust Deed and the Master Issuer Deed of Charge set
out certain provisions for the benefit of the Note Trustee and the
Master Issuer Security Trustee. The following is a summary of such
provisions and is subject to the more detailed provisions of the
Master Issuer Trust Deed and the Master Issuer Deed of Charge.
The Transaction Documents contain provisions governing the
responsibility (and relief from responsibility) of the Note Trustee
and the Master Issuer Security Trustee and providing for their
indemnification in certain circumstances, including, among others,
provisions relieving the Master
37
Issuer Security Trustee from taking enforcement proceedings or
enforcing the Master Issuer Security unless indemnified to its
satisfaction. The Note Trustee and the Master Issuer Security Trustee
are also entitled to be paid their costs and expenses in priority to
any interest payments to Noteholders.
The Note Trustee and the Master Issuer Security Trustee and their
related companies are entitled to enter into business transactions
with the Master Issuer, Bank of Scotland, the Master Issuer Cash
Manager and/or the related companies of any of them and to act as note
trustee or security trustee for the holders of any new notes and/or
any other person who is a party to any Transaction Document or whose
obligations are comprised in the Master Issuer Security and/or any of
its subsidiary or associated companies without accounting for any
profit resulting therefrom.
Neither the Note Trustee nor the Master Issuer Security Trustee will
be responsible for any loss, expense or liability which may be
suffered as a result of any assets comprised in the Master Issuer
Security, or any deeds or documents of title thereto, being uninsured
or inadequately insured or being held by clearing organisations or
their operators or by intermediaries such as banks, brokers or other
similar persons on behalf of the Note Trustee or the Master Issuer
Security Trustee, as applicable.
Furthermore, the Note Trustee and the Master Issuer Security Trustee
will be relieved of liability for making searches or other inquiries
in relation to the assets comprising the Master Issuer Security. The
Note Trustee and the Master Issuer Security Trustee do not have any
responsibility in relation to the legality and the enforceability of
the trust arrangements and the related Master Issuer Security. Neither
the Note Trustee nor the Master Issuer Security Trustee will be
obliged to take any action that might result in its incurring personal
liabilities. Neither the Note Trustee nor the Master Issuer Security
Trustee is obliged to monitor or investigate the performance of any
other person under the Transaction Documents and is entitled to
assume, until it has actual knowledge to the contrary, that all such
persons are properly performing their duties, unless it receives
express notice to the contrary.
Neither the Note Trustee nor the Master Issuer Security Trustee will
be responsible for any deficiency that may arise because it is liable
to tax in respect of the proceeds of any Master Issuer Security.
13. REPLACEMENT OF NOTES
If Definitive Notes are lost, stolen, mutilated, defaced or destroyed,
the Noteholder can replace them at the Specified Office of any Paying
Agent subject to all applicable laws and stock exchange requirements.
The Noteholder will be required both to pay the expenses of producing
a replacement and to comply with the Master Issuer's, the Registrar's
and the Paying Agent's reasonable requests for evidence and indemnity.
If a Global Note is lost, stolen, mutilated, defaced or destroyed, the
Master Issuer will deliver a replacement Global Note to the registered
holder upon receipt of satisfactory evidence and surrender of any
defaced or mutilated Global Note. A replacement will only be made upon
payment of the expenses for a replacement and compliance with the
Master Issuer's, Registrar's and Paying Agents' reasonable requests as
to evidence and indemnity.
Defaced or mutilated Notes must be surrendered before replacements
will be issued.
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14. NOTICE TO NOTEHOLDERS
14.1 PUBLICATION OF NOTICE
Any notice to Noteholders shall be validly given if such notice is:
(a) sent to them by first class mail (or its equivalent) or (if
posted to a non-UK address) by airmail at the respective
addresses on the Register; and
(b) published in The Financial Times; and
(c) for so long as amounts are outstanding on the US Notes, in a
daily newspaper of general circulation in New York (which is
expected to be The New York Times);
or, if any of such newspapers set out above shall cease to be
published or timely publication therein shall not be practicable, in a
leading English language daily newspaper having general circulation in
the United Kingdom or the United States (as applicable) provided that
if, at any time, the Master Issuer procures that the information
concerned in such notice shall be published on the Relevant Screen,
publication in the newspapers set out above or such other newspaper or
newspapers shall not be required with respect to such information.
14.2 DATE OF PUBLICATION
Any notices so published shall be deemed to have been given on the
fourth day after the date of posting, or as the case may be, on the
date of such publication or, if published more than once on different
dates, on the first date on which publication shall have been made in
the newspaper or newspapers in which (or on the Relevant Screen on
which) publication is required.
14.3 GLOBAL NOTES
While the Notes are represented by Global Notes, any notice to
Noteholders will be validly given if such notice is provided in
accordance with CONDITION 14.1 or (at the option of the Master Issuer)
if delivered to DTC (in the case of the US Notes) or Euroclear and/or
Clearstream, Luxembourg (in the case of the Reg S Notes) or (if
specified in the applicable Final Terms) if delivered through any
ALTERNATIVE CLEARING SYSTEM specified therein. Any notice delivered to
the DTC and/or Euroclear and/or Clearstream, Luxembourg and/or such
Alternative Clearing System will be deemed to be given on the day of
such delivery.
14.4 NOTE TRUSTEE'S DISCRETION TO SELECT ALTERNATIVE METHOD
The Note Trustee shall be at liberty to sanction some other method of
giving notice to the Noteholders or any Series or Class or category of
them having regard to market practice then prevailing and to the
requirements of the stock exchanges on which the Notes are then
admitted for trading and provided that notice of such other method is
given to the Noteholders in such manner as the Note Trustee shall
require.
15. NOTE ISSUES
The Master Issuer shall be at liberty from time to time, without the
consent of the Noteholders, to create and issue Notes, upon
satisfaction of the following conditions:
(a) the Master Issuer obtaining a written confirmation from each
of the Rating Agencies that the then current ratings of the
outstanding Funding 1 Notes and the outstanding Notes will not
be withdrawn, qualified or reduced because of the new issue;
39
(b) the Master Issuer providing written certification to the
Funding 2 Security Trustee and the Master Issuer Security
Trustee that no Master Intercompany Loan Event of Default has
occurred which has not been remedied or waived and no Master
Intercompany Loan Event of Default will occur as a result of
the issue of the new Notes; and
(c) the Master Issuer providing written certification to the
Funding 2 Security Trustee and the Master Issuer Security
Trustee:
(i) that no principal deficiency is recorded on the
Funding 2 Principal Deficiency Ledger in relation to
the Loan Tranches outstanding at that time; or
(ii) where a Principal Deficiency is recorded on the
Funding 2 Principal Deficiency Ledger at that time,
that there will be sufficient Funding 2 Available
Revenue Receipts on the forthcoming Funding 2 Interest
Payment Date, when applied in accordance with the
Funding 2 Pre-Enforcement Revenue Priority of
Payments, to eliminate such Principal Deficiency.
16. RATING AGENCIES
If:
(a) a confirmation of rating or other response by a Rating Agency
is a condition to any action or step under any Transaction
Document (other than pursuant to CONDITION 15); and
(b) a written request for such confirmation or response is
delivered to each Rating Agency by the Master Issuer (copied
to the Note Trustee and/or the Master Issuer Security Trustee
and/or the Funding 2 Security Trustee, as applicable) and
either one or more Rating Agency (each a NON-RESPONSIVE RATING
AGENCY) indicates that it does not consider such confirmation
or response necessary in the circumstances; and
(c) at least one Rating Agency gives such a confirmation or
response based on the same facts,
then such condition shall be deemed to be modified with respect to the
facts set out in the request referred to in (b) so that there shall be
no requirement for the confirmation or response from the
Non-Responsive Rating Agency.
The Note Trustee and/or the Master Issuer Security Trustee and/or the
Funding 2 Security Trustee, as applicable, shall be entitled to treat
as conclusive a certificate by any director, officer or employee of
the Master Issuer, Funding 2, the Seller, any investment bank or
financial adviser acting in relation to the Notes as to any matter
referred to in (b) in the absence of manifest error or the Note
Trustee and/or the Master Issuer Security Trustee and/or the Funding 2
Security Trustee, as applicable, having facts contradicting such
certificates specifically drawn to his attention and the Note Trustee
and/or the Master Issuer Security Trustee and/or the Funding 2
Security Trustee, as applicable, shall not be responsible for any
loss, liability, costs, damages, expenses or inconvenience that may be
caused as a result.
17. GOVERNING LAW AND JURISDICTION
The Transaction Documents and the Notes are governed by English law
unless specifically stated to the contrary. Certain provisions in the
Transaction Documents relating to property situated in Scotland are
governed by Scots law. Unless specifically stated to the contrary:
(a) the courts of England are to have non-exclusive jurisdiction
to settle any disputes which may arise out of or in connection
with the Notes and the Transaction Documents; and
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(b) the Master Issuer and the other parties to the Transaction
Documents irrevocably submit to the non-exclusive jurisdiction
of the courts of England.
18. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No person shall have any right to enforce any term or condition of the
Notes under the Contracts (Rights of Third Parties) Xxx 0000, but this
shall not affect any right or remedy of a third party which exists or
is available apart from that Act.
19. DEFINITIONS
Unless otherwise defined in these Conditions or unless the context
otherwise requires, in these Conditions the following words shall have
the following meanings and any other capitalised terms used in these
Conditions shall have the meanings ascribed to them or incorporated in
the Master Issuer Trust Deed or the Master Definitions Schedule. The
provisions of Clause 2 (Interpretation and Construction) of the Master
Definitions Schedule are incorporated into and shall apply to these
Conditions.
A LOAN TRANCHES means the Loan Tranches made by the Master Issuer to
Funding 2 under the Master Intercompany Loan Agreement from the
proceeds of issue of the Class M Notes of any Series;
AA LOAN TRANCHES means the Loan Tranches made by the Master Issuer to
Funding 2 under the Master Intercompany Loan Agreement from the
proceeds of issue of the Class B Notes of any Series;
AAA LOAN TRANCHES means the Loan Tranches made by the Master Issuer to
Funding 2 under the Master Intercompany Loan Agreement from the
proceeds of issue of the Class A Notes of any Series;
ACCRUAL YIELD means, in respect of any Series and Class of Notes, the
yield specified as such for such Notes in the applicable Final Terms;
ADDITIONAL BUSINESS CENTRE means, in respect of any Series and Class
of Notes, each place specified as such for such Notes in the
applicable Final Terms;
AGENTS means the Paying Agents, the Transfer Agent, the Registrar and
the Agent Bank;
AGENT BANK means Citibank, N.A. in its capacity as agent bank at its
Specified Office or such other person for the time being acting as
agent bank under the Master Issuer Paying Agent and Agent Bank
Agreement;
BASE PROSPECTUS means the base prospectus of the Master Issuer from
time to time, the first being the base prospectus dated 11 October
2006;
BB LOAN TRANCHE means the Loan Tranches made by the Master Issuer to
Funding 2 under the Master Intercompany Loan Agreement from the
proceeds of issue of the Class D Notes of any Series;
BBB LOAN TRANCHES means the Loan Tranches made by the Master Issuer to
Funding 2 under the Master Intercompany Loan Agreement from the
proceeds of issue of the Class C Notes of any Series;
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BROKEN AMOUNT means, in respect of any Series and Class of Notes, the
amount specified as such (if any) for such Notes in the applicable
Final Terms;
CALL OPTION DATE means, in respect of any Series and Class of Notes,
the date specified as such in the applicable Final Terms, being the
Interest Payment Date on which the Master Issuer is entitled to redeem
such Series and Class of Notes pursuant to CONDITION 5.4(A).
CLASS or CLASS means, in relation to the Class A Notes, the Class B
Notes, the Class M Notes, the Class C Notes and the Class D Notes and
the holders thereof, each single class thereof as the context requires
and except where otherwise specified, and the respective holders
thereof;
CLASS A NOTEHOLDERS means the Holders of the Class A Notes;
CLASS A NOTES means Notes of any Series designated as such (or a
sub-class of such) in the applicable Final Terms;
CLASS B NOTEHOLDERS means the Holders of the Class B Notes;
CLASS B NOTES means Notes of any Series designated as such (or a
sub-class of such) in the applicable Final Terms;
CLASS C NOTEHOLDERS means the Holders of the Class C Notes;
CLASS C NOTES means Notes of any Series designated as such (or a
sub-class of such) in the applicable Final Terms;
CLASS D NOTEHOLDERS means the Holders of the Class D Notes;
CLASS D NOTES means Notes of any Series designated as such (or a
sub-class of such) in the applicable Final Terms;
CLASS M NOTEHOLDERS means the Holders of the Class M Notes;
CLASS M NOTES means Notes of any Series designated as such (or a
sub-class of such) in the applicable Final Terms;
CLEARSTREAM, LUXEMBOURG means Clearstream Banking, societe
anonyme;
CLOSING DATE has the meaning given to it in the relevant Final Terms;
CONDITIONAL PURCHASER means, in respect of any Series and Class of
Remarketable Notes, the person specified as such for such Series and
Class of Remarketable Notes in the applicable Final Terms;
CONDITIONAL PURCHASER CONFIRMATION means, in respect of any Series and
Class of Remarketable Notes, the confirmation given by the Remarketing
Agent or the Tender Agent to the Master Issuer and the Principal
Paying Agent that the Conditional Purchaser has purchased an interest
in or has had transferred to it or on its behalf an interest in all
such Series and Class of Remarketable Notes;
DEFINITIVE NOTES means the note certificates representing the Notes
while in definitive form;
DESIGNATED ACCOUNT means the account (which, in the case of a payment
in Japanese Yen to a nonresident of Japan, shall be a non-resident
account) maintained by a Holder with a Designated Bank and identified
as such in the Register;
42
DESIGNATED BANK means (in the case of payment in a Specified Currency
other than euro) a bank in the principal financial centre of the
country of such Specified Currency (which, if the Specified Currency
is Australian dollars or New Zealand dollars, shall be Sydney and
Auckland, respectively) and (in the case of a payment in euro) any
bank which processes payments in euro;
DETERMINATION DATE means, in respect of any Series and Class of Notes,
the date(s) specified as such (if any) for such Notes in the
applicable Final Terms;
DETERMINATION PERIOD as defined in CONDITION 4.1;
DOLLARS, US$, US DOLLARS or $ means the lawful currency for the time
being of the United States of America;
EURIBOR means the Euro-zone inter-bank offered rate;
EURO, EURO or [EURO] means the currency of the member states of the
European Union that adopt the single currency in accordance with the
Treaty of Rome of 25 March 1957, establishing the European Community,
as amended from time to time;
EUROCLEAR means Euroclear Bank S.A./N.V., as operator of the Euroclear
System;
EXTRAORDINARY RESOLUTION means a resolution passed at a meeting of the
Noteholders of a particular Class, Series or Series and Class duly
convened and held in accordance with the provisions of the Master
Issuer Trust Deed by a majority consisting of not less than
three-fourths of the persons voting thereat upon a show of hands or if
a poll is duly demanded by a majority consisting of not less than
three-fourths of the votes cast on such poll;
FINAL MATURITY DATE means, in respect of any Series and Class of
Notes, the date specified as such for such Notes in the applicable
Final Terms;
FINAL TERMS means, in relation to any Series of Notes, the final terms
issued in relation to such Series of Notes as a supplement to these
Conditions and giving details of, inter alia, the amount and price of
such Series of Notes and which forms a part of the Base Prospectus in
relation to such Series of Notes;
FIXED COUPON AMOUNT means, in respect of any Series and Class of
Notes, the amount specified as such (if any) for such Notes in the
applicable Final Terms;
FUNDING 2 means Permanent Funding (No. 2) Limited;
FUNDING 2 DEED OF CHARGE means the deed of charge entered into on the
Programme Date, as amended and restated from time to time, between,
among others, Funding 2, the Funding 2 Security Trustee, the Master
Issuer and the Note Trustee and each deed of accession or supplement
entered into in connection therewith;
FUNDING 2 SECURITY TRUSTEE means The Bank of New York and its
successors or any other security trustee under the Funding 2 Deed of
Charge;
GLOBAL NOTES means the US Global Notes and the Reg S Global Notes;
HOLDER has the meaning indicated in CONDITION 1.2;
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INTEREST COMMENCEMENT DATE means, in respect of any Series and Class
of Notes, the Closing Date of such Notes or such other date as may be
specified as such for such Notes in the applicable Final Terms;
INTEREST PAYMENT DATE means, in respect of a Series and Class of Notes
(other than Money Market Notes), the Quarterly Interest Payment Dates
and (in the case of Money Market Notes) the Monthly Interest Payment
Dates, subject, in each case, to the terms and conditions of the
Notes;
ISDA DEFINITIONS means the 2000 ISDA Definitions, as published by the
International Swaps and Derivatives Association, Inc. and as amended
and updated as at the Closing Date of the first Series of Notes;
LIBOR means the London inter-bank offered rate;
LISTED NOTES means each Series and Class of Notes which is admitted to
the official list maintained by the UK Listing Authority and admitted
to trading on the London Stock Exchange's Gilt Edged and Fixed
Interest Market;
LOAN TRANCHES means the AAA Loan Tranches, the AA Loan Tranches, the A
Loan Tranches, the BBB Loan Tranches and the BB Loan Tranches, being
the advances made by the Master Issuer to Funding 2, pursuant to the
Master Intercompany Loan Agreement, each being funded from proceeds
received by the Master Issuer from the issue of a Series and Class of
Notes;
LONDON STOCK EXCHANGE means London Stock Exchange plc;
MANDATORY TRANSFER DATE means, in respect of any Series and Class of
Remarketable Notes, the Interest Payment Date specified as such for
such Series and Class of Remarketable Notes in the applicable Final
Terms;
MANDATORY TRANSFER PRICE means, in respect of any Series and Class of
Remarketable Notes, the Principal Amount Outstanding of such Series
and Class of Remarketable Notes on the relevant Mandatory Transfer
Date following the application of Note Principal Payments on such
date;
MANDATORY TRANSFER TERMINATION EVENT shall occur, in respect of any
Series and Class of Remarketable Notes, if the Conditional Purchaser
has purchased an interest in all such Series and Class of Remarketable
Notes;
MARGIN means, in respect of any Series and Class of Notes, the amount
specified as such for such Series and Class of Notes in the applicable
Final Terms;
MASTER DEFINITIONS SCHEDULE means the master definitions schedule
dated the Programme Date setting out, among other things, definitions
which apply to certain Transaction Documents, as amended and restated
from time to time;
MASTER INTERCOMPANY LOAN means, at any time, the aggregate of all Loan
Tranches advanced under the Master Intercompany Loan Agreement;
MASTER INTERCOMPANY LOAN AGREEMENT means the loan agreement entered
into the Programme Date between, among others, Funding 2, the Master
Issuer and the Funding 2 Security Trustee, as amended and restated
from time to time;
MASTER ISSUER means Permanent Master Issuer plc;
44
MASTER ISSUER ACCOUNT BANK means Bank of Scotland or such other person
for the time being acting as account bank to the Master Issuer under
the Master Issuer Bank Account Agreement;
MASTER ISSUER BANK ACCOUNTS means the Master Issuer Transaction
Account and any other account opened and maintained by the Master
Issuer with the Master Issuer Account Bank pursuant to the Transaction
Documents;
MASTER ISSUER BANK ACCOUNT AGREEMENT means the bank account agreement
entered into on the Programme Date between the Master Issuer, the
Master Issuer Cash Manager, the Master Issuer Account Bank and the
Master Issuer Security Trustee, as amended and restated from time to
time;
MASTER ISSUER CASH MANAGEMENT AGREEMENT means the cash management
agreement dated the Programme Date between, amongst others, the Master
Issuer Cash Manager, the Master Issuer and the Master Issuer Security
Trustee, as amended and restated from time to time;
MASTER ISSUER CASH MANAGER means Bank of Scotland plc or such other
person or persons for the time being acting, under the Master Issuer
Cash Management Agreement, as agent, inter alia, for the Master
Issuer;
MASTER ISSUER DEED OF CHARGE means the deed of charge entered into on
the Programme Date, as amended and restated from time to time,
between, among others, the Master Issuer and the Master Issuer
Security Trustee and each deed of accession or supplement entered into
in connection therewith;
MASTER ISSUER PAYING AGENT AND AGENT BANK AGREEMENT means the master
issuer paying agent and agent bank agreement entered into on the
Programme Date between, among others, the Master Issuer, the Paying
Agents, the Transfer Agent, the Registrar, the Agent Bank and the
Master Issuer Security Trustee;
MASTER ISSUER POST-ENFORCEMENT CALL OPTION AGREEMENT means the master
issuer post-enforcement call option agreement entered into on the
Programme Date between the Master Issuer, the Post-Enforcement Call
Option Holder and the Note Trustee;
MASTER ISSUER PRIORITY OF PAYMENTS means the master issuer
pre-enforcement revenue priority of payments, the master issuer
pre-enforcement principal priority of payments or the master issuer
post-enforcement priority of payments, as the case may be, each as set
out in the Master Issuer Cash Management Agreement or the Master
Issuer Deed of Charge (as the case may be);
MASTER ISSUER SECURED CREDITORS means the Master Issuer Security
Trustee (and any receiver appointed under the Master Issuer Deed of
Charge), the Note Trustee, the Master Issuer Swap Providers, the
Master Issuer Corporate Services Provider, the Master Issuer Account
Bank, the Master Issuer Cash Manager, the Paying Agents, the Agent
Bank, the Transfer Agent, the Registrar and the Noteholders and any
new Master Issuer Secured Creditor who accedes to the Master Issuer
Deed of Charge from time to time under a deed of accession or a
supplemental deed;
MASTER ISSUER SECURITY means the security created by the Master Issuer
pursuant to the Master Issuer Deed of Charge;
MASTER ISSUER SECURITY TRUSTEE means The Bank of New York and its
successors or any other security trustee under the Master Issuer Deed
of Charge;
MASTER ISSUER SWAP AGREEMENTS means the ISDA master agreements,
schedules thereto and confirmations thereunder relating to the
currency and/or interest rate swaps to be entered into on each Closing
Date, and any credit support annexes or other credit support documents
entered into at
45
any time, as amended from time to time, among the Master Issuer and
the applicable Master Issuer Swap Provider and/or any credit support
provider and includes any additional and/or replacement Master Issuer
Swap Agreement entered into by the Master Issuer from time to time in
connection with the Notes;
MASTER ISSUER SWAP PROVIDERS means the institutions identified in
respect of each Master Issuer Swap Agreement in the Final Terms
related to the relevant Series and Class of Notes;
MASTER ISSUER TRANSACTION ACCOUNT means the day to day bank account of
the Master Issuer, held with the Master Issuer Account Bank as at the
Programme Date pursuant to the terms of the Master Issuer Bank Account
Agreement;
MASTER ISSUER TRUST DEED means the master issuer trust deed entered
into on the Programme Date as amended and restated from time to time
between the Master Issuer and the Note Trustee, and each supplemental
deed entered into in connection therewith;
MAXIMUM RATE OF INTEREST means, in respect of any Series and Class of
Notes, the rate of interest specified as such for such Notes in the
applicable Final Terms;
MAXIMUM RESET MARGIN means, in respect of any Series and Class of
Remarketable Notes, the amount specified as such for such Series and
Class of Remarketable Notes in the applicable Final Terms;
MINIMUM RATE OF INTEREST means, in respect of any Series and Class of
Notes, the rate of interest specified as such for such Notes in the
applicable Final Terms;
MONEY MARKET NOTES means Notes which will be "Eligible Securities"
within the meaning of Rule 2a-7 under the Investment Company Act;
MONTHLY INTEREST PAYMENT DATES means, in respect of any Money Market
Notes, each monthly date specified in the Final Terms for the payment
of interest and/or principal until the occurrence of a Pass-through
Trigger Event and, following such occurrence, the Quarterly Interest
Payment Dates as specified in the Final Terms for payment of interest
and/or principal subject, in each case, to the appropriate Business
Day Convention, if any, specified in the applicable Final Terms.
NEW BASEL CAPITAL ACCORD means the document "International Convergence
of Capital Measurement and Capital Standards: a Revised Framework"
published in June 2004 by the Basel Committee;
NOTE ACCELERATION NOTICE has the meaning indicated in CONDITION 9.6;
NOTE DETERMINATION DATE means the date two Business Days prior to each
Interest Payment Date;
NOTE EVENT OF DEFAULT means the occurrence of an event of default by
the Master Issuer as specified in CONDITION 9;
NOTE PRINCIPAL PAYMENT has the meaning indicated in CONDITION 5.3;
NOTE TRUSTEE means The Bank of New York and its successors or any
further or other note trustee under the Master Issuer Trust Deed, as
trustee for the Noteholders;
NOTEHOLDERS means the Holders for the time being of the Notes;
46
NOTES means the Class A Notes, the Class B Notes, the Class C Notes,
the Class D Notes and/or the Class M Notes;
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 Acceleration Notice
by the Funding 2 Security Trustee on Funding 2;
PAYING AGENTS means the Principal Paying Agent and the US Paying
Agent, together with any further or other paying agents for the time
being appointed under the Master Issuer Paying Agent and Agent Bank
Agreement;
POST-ENFORCEMENT CALL OPTION HOLDER means Permanent PECOH Limited;
PRINCIPAL AMOUNT OUTSTANDING has the meaning indicated in CONDITION
5.3;
PRINCIPAL PAYING AGENT means Citibank, N.A. in its capacity as
principal paying agent at its Specified Office or such other person
for the time being acting as principal paying agent under the Master
Issuer Paying Agent and Agent Bank Agreement;
PROGRAMME DATE means 17 October 2006;
QUARTERLY INTEREST PAYMENT DATES means, in respect of a Series and
Class of Notes (other than Money Market Notes), each quarterly date
specified in the Final Terms for the payment of interest and/or
principal, subject to the appropriate Business Day Convention, if any,
specified in the applicable Final Terms;
RATE OF INTEREST and RATES OF INTEREST means, in respect of any Series
and Class of Notes, the rate or rates (expressed as a percentage per
annum) of interest payable in respect of such Notes specified in the
applicable Final Terms or calculated and determined in accordance with
the applicable Final Terms;
RATING AGENCIES means Standard & Poor's Rating Services, a division of
The XxXxxx-Xxxx Companies Inc., Xxxxx'x Investors Service Limited and
Fitch Ratings Ltd.;
REFERENCE PRICE means, in respect of any Series and Class of Notes,
the price specified as such for such Notes in the applicable Final
Terms;
REFERENCE RATE means, in respect of any Series and Class of Notes, the
rate specified as such for such Notes in the applicable Final Terms;
REG S means Regulation S under the United States Securities Act of
1933, as amended;
REG S NOTES means each Series and Class of Notes that are not US
Notes;
REG S GLOBAL NOTES means the note certificates representing the Reg S
Notes while in global form;
REGISTER means the register of Noteholders kept by the Registrar and
which records the identity of each Noteholder and the number of Notes
that each Noteholder owns;
47
REGISTRAR means Citibank, N.A. in its capacity as registrar at its
Specified Office or such other person for the time being acting as
registrar under the Master Issuer Paying Agent and Agent Bank
Agreement;
RELEVANT SCREEN means a page of the Reuters service or Bloomberg
service, or any other medium for electronic display of data as may be
previously approved in writing by the Note Trustee and has been
notified to Noteholders in the manner set out in CONDITION 14;
RELEVANT SCREEN PAGE means, in respect of any Series and Class of
Notes, the screen page specified as such for such Notes in the
applicable Final Terms (or such replacement page on the relevant
service which displays the information);
REMARKETING AGENT means, in respect of any Series and Class of
Remarketable Notes, the Remarketing Agent specified in the applicable
Final Terms or such other agent appointed to act as remarketing agent
under the terms of the relevant Remarketing Agreement;
REMARKETING AGREEMENT means, in respect of any Series and Class of
Remarketable Notes, the agreement between the Master Issuer and the
Remarketing Agent pursuant to which the Remarketing Agent agrees to
use reasonable efforts to identity third party purchasers for such
Series and Class of Remarketable Notes on each Mandatory Transfer Date
prior to the occurrence of a Mandatory Transfer Termination Event;
REMARKETABLE NOTES means any Series and Class of Notes identified as
such in the applicable Final Terms;
RESET MARGIN means, in respect of any Series and Class of Remarketable
Notes, (i) for each Reset Period, a percentage not exceeding the
Maximum Reset Margin determined by the Remarketing Agent in accordance
with the Remarketing Agreement or (ii) if the Remarketing Agreement
has been terminated, the Maximum Reset Margin;
RESET PERIOD means, in respect of any Series and Class of Remarketable
Notes, the period commencing on the first Mandatory Transfer Date
specified in the applicable Final Terms up to (but excluding) the next
Mandatory Transfer Date and thereafter the period from (and including)
each Mandatory Transfer Date up to (but excluding) the next Mandatory
Transfer Date;
SECURITISATION TAX REGIME means the permanent regime for the taxation
of securitisation companies established pursuant to the Finance Xxx
0000 and the regulations made thereunder, in each case as amended from
time to time;
SERIES means, subject to CONDITION 15, in relation to the Notes, all
Notes (of any Class) issued on a given day and designated as such;
SERIES AND CLASS means, a particular Class of Notes of a given Series
or, where such Class of such Series comprises more than one sub-class,
SERIES AND CLASS means any sub-class of such Class;
SPECIFIED CURRENCY means, in respect of any Series and Class of Notes,
the currency or currencies specified as such for such Notes in the
applicable Final Terms;
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;
SPECIFIED DATE has the meaning indicated in CONDITION 11.6;
48
SPECIFIED DENOMINATION means, in respect of any Series and Class of
Notes, the denomination specified as such for such Notes in the
applicable Final Terms which shall be a minimum of [EURO]50,000 or
more (or its equivalent in any other currency at the date of issue of
such Notes);
SPECIFIED OFFICE means, as the context may require, in relation to any
of the Agents, the office specified against the name of such Agent in
the Master Issuer Paying Agent and Agent Bank Agreement or such other
specified office as may be notified to the Master Issuer and the Note
Trustee pursuant to the Paying Agent and Agency Bank Agreement;
STERLING, POUNDS STERLING or [POUND] means the lawful currency for the
time being of the United Kingdom of Great Britain and Northern
Ireland;
STERLING NOTES means each Series and Class of Notes denominated in
Sterling;
SUB-UNIT means, with respect to any currency other than Sterling, the
lowest amount of such currency that is available as legal tender in
the country of such currency and, with respect to Sterling, one xxxxx;
TRANSACTION DOCUMENTS means the Master Issuer Corporate Services
Agreement, the Master Intercompany Loan Agreement, the Funding 2 Deed
of Charge, the Master Issuer Bank Account Agreement, the Master Issuer
Deed of Charge, the Master Issuer Trust Deed, the Master Issuer Paying
Agent and Agent Bank Agreement, the Master Issuer Cash Management
Agreement, the Master Issuer Post-Enforcement Call Option Agreement,
the Master Issuer Swap Agreements, the Master Issuer Master
Definitions Schedule, the Mortgages Trustee Guaranteed Investment
Contract, the Funding 2 Guaranteed Investment Contract and such other
related documents which are referred to in the terms of the above
documents;
TRANSFER AGENT means Citibank, N.A. in its capacity as transfer agent
at its Specified Office or such other person for the time being acting
as transfer agent under the Master Issuer Paying Agent and Agent Bank
Agreement;
UK LISTING AUTHORITY means the Financial Services Authority in its
capacity as competent authority for the purposes of Part VI of the
Financial Services and Markets Xxx 0000, as amended;
US GLOBAL NOTES means the note certificates representing the US Notes
while in global form;
US NOTES means each Series and Class of Notes which is registered with
the United States Securities and Exchange Commission under the United
States Securities Act of 1933, as amended;
US PAYING AGENT means Citibank, N.A., acting in its capacity as US
paying agent through its New York office or such other person for the
time being acting as US paying agent under the Master Issuer Paying
Agent and Agent Bank Agreement.
49
