DRAFT PF8 SERIES 1 CLASS [A/B/C] SCHEDULE
EXHIBIT 10.2.1
SERIES 1 CLASS [A/B/C]
SCHEDULE
TO THE
MASTER AGREEMENT
dated as of [o] June 2005
between
(1) UBS Limited ("PARTY A");
(2) PERMANENT FINANCING (NO. 8) PLC ("PARTY B"); and
(3) THE BANK OF NEW YORK (the "SECURITY TRUSTEE", which expression will include
its successors and assigns and which has agreed to become a party to this
Agreement solely for the purpose of taking the benefit of Parts 5(b) and
5(l) of this Schedule and assuming the obligations under the final
paragraph of Part 5(f) of this Schedule).
Part 1. TERMINATION PROVISIONS
(a) "SPECIFIED ENTITY" means in relation to Party A for the purpose of:-
Section 5(a)(v), none
Section 5(a)(vi), none
Section 5(a)(vii), none
Section 5(b)(iv), none
and in relation to Party B for the purpose of:-
Section 5(a)(v), none
Section 5(a)(vi), none
Section 5(a)(vii), none
Section 5(b)(iv), none
(b) "SPECIFIED TRANSACTION" will have the meaning specified in Section 14 of
this Agreement.
(c) The "CROSS DEFAULT" provisions of Section 5(a)(vi), will not apply to Party
A and will not apply to Party B.
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(d) The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will not
apply to Party A and will not apply to Party B.
(e) The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not apply
to Party A and will not apply to Party B.
(f) PAYMENTS ON EARLY TERMINATION. For the purposes of Section 6(e) of this
Agreement:-
(i) Market Quotation will apply.
(ii) The Second Method will apply.
(g) "TERMINATION CURRENCY" means Sterling.
(h) "ADDITIONAL TERMINATION EVENT" will apply. In addition to the Additional
Termination Events set forth in Parts 5(f)(iv) and 5(f)(viii) of this
Schedule, the following will each constitute an Additional Termination
Event:
(i) The Additional Tax Representation (as defined in Part 2(b) of this
Schedule), proves to have been incorrect or misleading in any material
respect with respect to one or more Transactions (each an "AFFECTED
TRANSACTION" for the purpose of this Additional Termination Event)
when made or repeated or deemed to have been made or repeated. For the
purpose of the foregoing Termination Event, the Affected Party will be
Party A only.
(ii) Aredemption or purchase of the Series 1 Class [A/B/C] Eighth Issuer
Notes occurs pursuant to Condition 5(F) (redemption or purchase
following a regulatory event) of the terms and conditions thereof. For
the purpose of the foregoing Termination Event: (A) for the purpose of
Section 6(b)(iv), both parties will be Affected Parties; and (B) for
the purpose of Section 6(e), the Affected Party will be Party B only.
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Part 2. TAX REPRESENTATIONS
(a) PAYER REPRESENTATIONS. For the purpose of Section 3(e) of this Agreement,
Party A and Party B each make the following representation:
It is not required by any applicable law, as modified by the practice of
any relevant governmental revenue authority, of any Relevant Jurisdiction
to make any deduction or withholding for or on account of any Tax from any
payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this
Agreement) to be made by it to the other party under this Agreement. In
making this representation, it may rely on (i) the accuracy of any
representations made by the other party pursuant to Section 3(f) of this
Agreement, (ii) the satisfaction of the agreement contained in Section
4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness
of any document provided by the other party pursuant to Section 4(a)(i) or
4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of
the other party contained in Section 4(d) of this Agreement, except that it
will not be a breach of this representation where reliance is placed on
clause (ii) and the other party does not deliver a form or document under
Section 4(a)(iii) by reason of material prejudice to its legal or
commercial position.
(b) PAYEE REPRESENTATIONS. For the purpose of Section 3(f) of the Agreement,
Party A makes the following representation (the "ADDITIONAL TAX
REPRESENTATION"):
(i) it is a party to each Transaction solely for the purposes of a trade
(or part of a trade) carried on by it in the United Kingdom through a
branch or agency or permanent establishment; or
(ii) it is resident for tax purposes in the United Kingdom or in a
jurisdiction with which the United Kingdom has a double tax treaty
which makes provision, whether for relief or otherwise, in relation to
interest.
For the purpose of Section 3(f) of the Agreement, Party B does not make any
representation.
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Part 3. AGREEMENT TO DELIVER DOCUMENTS
For the purpose of Sections 4(a)(i) and 4(a)(ii) of this Agreement, each party
agrees to deliver the following documents, as applicable:
(a) Tax forms, documents or certificates to be delivered are: none
(b) Other documents to be delivered are:
PARTY REQUIRED COVERED BY
TO DELIVER FORM/DOCUMENT/ DATE BY WHICH SECTION 3(D)
DOCUMENT CERTIFICATE TO BE DELIVERED REPRESENTATION
Party A and Appropriate evidence of On signing of this Yes
Party B its signatory's authority Agreement
Party B Certified copy of On signing of this Yes
board resolution and Agreement
constitutional documents
Party A Legal opinion in form and On signing of this No
substance satisfactory to Party B Agreement
Party B Legal opinions from On signing of this No
Xxxxx & Xxxxx LLP Agreement
Party A Credit Support Document in On signing of this Yes
respect of Party A specified in Agreement
Part 4(f) of this Schedule
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Part 4. MISCELLANEOUS
(a) ADDRESSES FOR NOTICES.
Notwithstanding the terms of Section 12(a) of this Agreement, notices and
other communications under Section 5 or 6 of this Agreement may be given by
facsimile transmission to the relevant facsimile number specified below.
Address for notices or communications to Party A:
Address: UBS Limited, 000 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX
Attention: Credit Risk Management - Documentation Unit/Legal
Facsimile No.: Facsimile no: 44 20 7567 4406 / x00 00 0000 0000
Telephone no: x00 00 0000 0000
For confirmations, reset notices, payment notices etc:
For notices regarding operation, payment and confirmation matters only,
notices should be sent to the address of the relevant branch set out in the
relevant Confirmation (as may be amended from time to time).
For all other matters:
Attention: Credit Risk Management - Documentation Unit/Legal
Facsimile no: x00 00 0000 0000 / x00 00 0000 0000
Telephone no: x00 00 0000 0000.
Address for notices or communications to Party B:
Address: Xxxxxxxxx Xxxxx
Xxxxxxxxx Xxxx
Xxxxxx
XX0X 0XX
Attention: The Secretary
Facsimile No.: 020 7566 0975
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With a copy to: (i) HBOS Treasury Services plc
Address: 00 Xxx Xxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Attention: Head of Capital Markets and Securitisation
Facsimile No.: 020 7574 8784
(ii) the Security Trustee:
Address: The Bank of Xxx Xxxx
Xxx Xxxxxx Xxxxxx
Xxxxxx
X00 0XX
Attention: Global Structured Finance - Corporate Trust
Facsimile No.: 020 7964 6061/6399
(b) PROCESS AGENT. For the purpose of Section 13(c) of this Agreement:
Party A appoints as its Process Agent: None.
Party B appoints as its Process Agent: None.
(c) OFFICES. The provisions of Section 10(a) will apply to this Agreement.
(d) MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement:
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
(e) CALCULATION AGENT. The Calculation Agent is Party A.
(f) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:
In respect of Party A: The Guarantee of UBS AG dated 23 January 2003
and the Credit Support Annex dated the date hereof between Party A and
Party B.
In respect of Party B: None.
(g) CREDIT SUPPORT PROVIDER. Credit Support Provider means in relation to Party
A, UBS AG.
Credit Support Provider means in relation to Party B, none.
(h) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with English law.
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(i) NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this Agreement
will apply to Transactions entered into under this Agreement unless
otherwise specified in a Confirmation.
(j) "AFFILIATE" will have the meaning specified in Section 14 of this
Agreement.
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Part 5. OTHER PROVISIONS
(a) NO SET-OFF
(i) All payments under this Agreement will be made without set-off or
counterclaim, except as expressly provided for in Section 6.
(ii) Section 6(e) will be amended by the deletion of the following sentence:
"The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off."
(b) SECURITY INTEREST
Notwithstanding Section 7, Party A hereby agrees and consents to the assignment
by way of security by Party B of its interests under this Agreement (without
prejudice to, and after giving effect to, any contractual netting provision
contained in this Agreement) to the Security Trustee (or any successor thereto)
pursuant to and in accordance with the Eighth Issuer Deed of Charge and
acknowledges notice of such assignment, provided that Party A shall not be
obliged to pay any greater amounts and shall not receive less as a result of
such transfer or assignment than would have been the case if such transfer or
assignment had not taken place and shall not incur any costs, expenses or
liabilities in respect of any such transfer or assignment. Each of the parties
hereby confirms and agrees that the Security Trustee will not be liable for any
of the obligations of Party B hereunder.
Any payments made on behalf of Party B by the Security Trustee in accordance
with this Agreement will be deemed to be payments made by Party B, and payments
made by Party A to the Security Trustee will satisfy the related Party A payment
obligations to Party B.
(c) DISAPPLICATION OF CERTAIN EVENTS OF DEFAULT
Section 5(a)(ii), Section 5(a)(iii), Section 5(a)(iv), Section 5(a)(v), Section
5(a)(vii)(2), (6), (7) and (9) and Section 5(a)(viii) will not apply in respect
of Party B.
Section 5(a)(vii)(8) will not apply in respect of Party B to the extent that it
applies to Section 5(a)(vii)(2), (6), (7) and (9).
(d) DISAPPLICATION OF CERTAIN TERMINATION EVENTS
The "Tax Event Upon Merger" provision of Section 5(b)(iii) will not apply to
Party A or to Party B.
The "Tax Event" provision of Section 5(b)(ii) will not apply to Party B and will
apply to Party A, provided that:
(i) the application and interpretation of Section 5(b)(ii) shall be restricted
to a Change in Tax Law, as defined below; and
(ii) Party A will only be entitled to designate an Early Termination Date in
respect of a Transaction on the basis of a Tax Event affecting that
Transaction if it obtains the prior consent of the Security Trustee. Such
consent shall be given where Party A has provided the Security Trustee with
(1) a certificate signed by two authorised signatories
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of Party A stating that a Change in Tax Law has occurred and identifying
such Change in Tax Law, and (2) an opinion in form and substance
satisfactory to the Security Trustee of independent legal advisers of
recognised standing to the effect that Party A has been or will be required
to pay a Gross-Up Amount (or, as the case may be, a Liability Amount) under
Section 2(d) as a result of such Change in Tax Law.
For these purposes "Change in Tax Law" means any enactment, promulgation,
execution or ratification of, or any change in or amendment to, any law that
occurs on or after the date on which the relevant Transaction is entered into.
(e) ADDITIONAL EVENT OF DEFAULT
The following will constitute an additional Event of Default with respect to
Party B:
"NOTE ACCELERATION NOTICE. A Note Acceleration Notice is served on Party B in
relation to the Series 1 Class [A/B/C] Eighth Issuer Notes."
(f) RATINGS EVENT
(i) If the short-term, unsecured and unsubordinated debt obligations of the
Credit Support Provider of Party A cease to be rated at least as high as
["A-1+"] by Standard & Poor's Rating Services, a division of The
XxXxxx-Xxxx Companies, Inc. ("S&P") and, as a result of such cessation, the
then current rating of the Series 1 Class [A/B/C] Eighth Issuer Notes is
downgraded or placed under review for possible downgrade by S&P (an
"INITIAL S&P RATING EVENT"), then Party A will at its own cost either:
(A) within 10 days of an Initital S&P Rating Event provide collateral in the
form of cash or securities or both in support of its obligations under
this Agreement in accordance with the provisions of the Credit Support
Annex; or
within 30 days of the occurrence of such Initial S&P Rating Event:
(B) transfer all of its rights and obligations with respect to this
Agreement to a replacement third party satisfactory to the Security
Trustee (whose consent will be given if S&P confirms that such transfer
would maintain the rating of the Series 1 Class [A/B/C] Eighth Issuer
Notes by S&P at, or restore the rating of the Series 1 Class [A/B/C]
Eighth Issuer Notes by S&P to, the level it would have been at
immediately prior to such Initial S&P Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this
Agreement from a third party satisfactory to the Security Trustee (whose
consent will be given if S&P confirms that such guarantee would maintain
the rating of the Series 1 Class [A/B/C] Eighth Issuer Notes at, or
restore the rating of the Series 1 Class [A/B/C] Eighth Issuer Notes to,
the level it would have been at immediately prior to such Initial S&P
Rating Event); or
(D) take such other action as Party A may agree with S&P as will result in
the rating of the Series 1 Class [A/B/C] Eighth Issuer Notes following
the taking of such action being maintained at, or restored to, the level
it would have been at immediately prior to such Initial S&P Rating
Event.
If any of paragraphs (i)(B), (i)(C) or (i)(D) above are satisfied at any
time, all collateral (or the equivalent thereof, as appropriate)
transferred by Party A pursuant to paragraph
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(i)(A) above will be transferred to Party A and Party A will not be
required to transfer any additional collateral.
(ii) If the short-term, unsecured and unsubordinated debt obligations of the
Credit Support Provider of Party A cease to be rated at least as high as
["A-3"] by S&P and, as a result of such downgrade, the then current rating
of the Series 1 Class [A/B/C] Eighth Issuer Notes may in the reasonable
opinion of S&P be downgraded or placed under review for possible downgrade
(such event, a "SUBSEQUENT S&P RATING EVENT"), then Party A will, within 10
days of the occurrence of such Subsequent S&P Rating Event, at its own cost
either:
(A) transfer all of its rights and obligations with respect to this
Agreement to a replacement third party satisfactory to the Security
Trustee (whose consent will be given if S&P confirms that such
transfer would maintain the rating of the Series 1 Class [A/B/C]
Eighth Issuer Notes by S&P at, or restore the rating of the Series 1
Class [A/B/C] Eighth Issuer Notes by S&P to, the level it would have
been at immediately prior to such Subsequent S&P Rating Event);
(B) take such other action as Party A may agree with S&P as will result in
the rating of the Series 1 Class [A/B/C] Eighth Issuer Notes following
the taking of such action being maintained at, or restored to, the
level it would have been at immediately prior to such Subsequent S&P
Rating Event; or
(C) obtain a guarantee of its rights and obligations with respect to this
Agreement from a third party satisfactory to the Security Trustee
(whose consent will be given if S&P confirms that such guarantee would
maintain the rating of the Series 1 Class [A/B/C] Eighth Issuer Notes
at, or restore the rating of the Series 1 Class [A/B/C] Eighth Issuer
Notes to, the level it would have been at immediately prior to such
Subsequent S&P Rating Event),
and, if, at the time a Subsequent S&P Rating Event occurs, Party A has
provided collateral pursuant to a xxxx-to-market collateral arrangement put
in place pursuant to paragraph (i)(A) above following an Initial S&P Rating
Event, it will continue to post collateral notwithstanding the occurrence
of a Subsequent S&P Rating Event until such time as any of paragraphs
(ii)(A), (ii)(B) or (ii)(C) above have been satisfied.
If any of paragraphs (ii)(A), (ii)(B) or (ii)(C) above are satisfied at any
time, all collateral (or the equivalent thereof, as appropriate)
transferred by Party A pursuant to paragraph (i)(A) above will be
transferred to Party A and Party A will not be required to transfer any
additional collateral.
(iii) If:
(A) the long-term, unsecured and unsubordinated debt obligations of the
Credit Support Provider of Party A cease to be rated at least as high
as ["A1"] (or its equivalent) by Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of the
Credit Support Provider of Party A cease to be rated at least as high
as ["Prime-1"] (or its equivalent) by Moody's,
(such cessation being an "INITIAL XXXXX'X RATING EVENT"), then Party A will
at its own cost either:
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(1) within 10 days of an Initial Xxxxx'x Rating Event provide collateral
in the form of cash or securities or both in support of its
obligations under this Agreement in accordance with the provisions of
the Credit Support Annex; or
within 30 days of the occurrence of such Initial Xxxxx'x Rating Event:
(2) transfer all of its rights and obligations with respect to this
Agreement to either (x) a replacement third party with the Required
Ratings (as defined below) domiciled in the same legal jurisdiction as
Party A or Party B, or (y) a replacement third party as Party A may
agree with Moody's;
(3) procure another person to become co-obligor or guarantor in respect of
the obligations of Party A under this Agreement, which co-obligor or
guarantor may be either (x) a person with the Required Ratings (as
defined below) domiciled in the same legal jurisdiction as Party A or
Party B, or (y) such other person as Party A may agree with Moody's;
or
(4) take such other action as Party A may agree with Moody's.
If any of paragraphs (iii)(2), (iii)(3) or (iii)(4) above are satisfied at
any time, all collateral (or the equivalent thereof, as appropriate)
transferred by Party A pursuant to paragraph (iii)(1) above will be
transferred to Party A and Party A will not be required to transfer any
additional collateral.
(iv) If:
(A) the long-term, unsecured and unsubordinated debt obligations of the
Credit Support Provider of Party A cease to be rated as high as ["A3"]
(or its equivalent) by Moody's; or
(B) the short-term, unsecured and unsubordinated debt obligations of the
Credit Support Provider of Party A cease to be rated as high as
["Prime-2"] (or its equivalent) by Moody's,
(such cessation being a "SUBSEQUENT XXXXX'X RATING EVENT"), then Party A
will:
(1) on a reasonable efforts basis, as soon as reasonably practicable after
the occurrence of such Subsequent Xxxxx'x Rating Event, at its own
cost, either:
(aa) transfer all of its rights and obligations with respect to this
Agreement to either (x) a replacement third party with the
Required Ratings (as defined below) domiciled in the same legal
jurisdiction as Party A or Party B, or (y) a replacement third
party as Party A may agree with Moody's;
(bb) procure another person to become co-obligor or guarantor in
respect of the obligations of Party A under this Agreement, which
co-obligor or guarantor may be either (x) a person with the
Required Ratings (as defined below) domiciled in the same legal
jurisdiction as Party A or Party B, or (y) such other person as
Party A may agree with Moody's; or
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(cc) take such other action as Party A may agree with Moody's; and
(2) provide collateral in the form of cash or securities or both in
support of its obligations under this Agreement in accordance with the
provisions of the Credit Support Annex.
If any of paragraphs (iv)(1)(aa), (bb) or (cc) above are satisfied at any
time, all collateral (or the equivalent thereof, as appropriate)
transferred by Party A pursuant to paragraph (iv)(2) above will be
transferred to Party A and Party A will not be required to transfer any
additional collateral.
For the purposes of paragraphs (iii) and (iv) of this Part 5(f), "REQUIRED
RATINGS" means, in respect of the relevant entity, its short-term,
unsecured and unsubordinated debt obligations are rated at least as high as
["Prime-1"] and its long-term, unsecured and unsubordinated debt
obligations are rated at least as high as ["A1"], or such other ratings as
may be agreed with Moody's from time to time.
In relation to paragraphs (iii)(4) and (iv)(2) above, Party A will, upon
receipt of reasonable notice from Moody's demonstrate to Moody's the
calculation by Party A of the xxxx-to-market value of the outstanding
Transactions. In relation to paragraph (iv)(2) above, Party A will, at its
own cost, on receipt of reasonable notice from Moody's (which, for the
avoidance of doubt, will be no less than 30 days) arrange a third party
valuation of the xxxx-to-market value of the outstanding Transactions.
(v) If either the long-term, unsecured and unsubordinated debt obligations of
the Credit Support Provider of Party A cease to be rated at least as high
as ["A+"] (or its equivalent) by Fitch Ratings Ltd ("FITCH") or the
short-term, unsecured and unsubordinated debt obligations of the Credit
Support Provider of Party A cease to be rated at least as high as ["F1"]
(or its equivalent) by Fitch and, as a result of such cessation, the then
current rating of the Series 1 Class [A/B/C] Eighth Issuer Notes is
downgraded or placed under review for possible downgrade by Fitch (an
"INITIAL FITCH RATING EVENT") then Party A will, at its own cost, either:
(A) within 10 days of an Initial Fitch Rating Event provide collateral in
the form of cash or securities or both in support of its obligations
under this Agreement in accordance with the provisions of the Credit
Support Annex; or
on a reasonable efforts basis within 30 days of the occurrence of such
Initial Fitch Rating Event:
(B) transfer all of its rights and obligations with respect to this
Agreement to a replacement third party satisfactory to the Security
Trustee (whose consent will be given if Fitch confirms that such
transfer would maintain the rating of the Series 1 Class [A/B/C]
Eighth Issuer Notes by Fitch at, or restore the rating of the Series 1
Class [A/B/C] Eighth Issuer Notes by Fitch to, the level it would have
been at immediately prior to such Initial Fitch Rating Event);
(C) obtain a guarantee of its rights and obligations with respect to this
Agreement from a third party satisfactory to the Security Trustee
(whose consent will be given if Fitch confirms that such guarantee
would maintain the rating of the Series 1 Class [A/B/C] Eighth Issuer
Notes at, or restore the rating of the Series 1 Class [A/B/C] Eighth
Issuer Notes to, the level it would have been at immediately prior to
such Initial Fitch Rating Event); or
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(D) take such other action as Party A may agree with Fitch as will result
in the rating of the Series 1 Class [A/B/C] Eighth Issuer Notes
following the taking of such action being maintained at, or restored
to, the level it would have been at immediately prior to such Initial
Fitch Rating Event.
If any of paragraphs (v)(B), (v)(C) or (v)(D) above are satisfied at any
time, all collateral (or the equivalent thereof, as appropriate)
transferred by Party A pursuant to paragraph (v)(A) above will be
transferred to Party A and Party A will not be required to transfer any
additional collateral.
(vi) If either the long-term, unsecured and unsubordinated debt obligations of
the Credit Support Provider of Party A cease to be rated at least as high
as ["BBB+"] (or its equivalent) by Fitch or the short-term, unsecured and
unsubordinated debt obligations of the Credit Support Provider of Party A
cease to be rated at least as high as ["F2"] (or its equivalent) by Fitch
and, as a result of such cessation, the then current rating of the Series 1
Class [A/B/C] Eighth Issuer Notes is downgraded or placed under review for
possible downgrade by Fitch (a "FIRST SUBSEQUENT FITCH RATING EVENT") then
Party A will either:
(A) within 10 days of a First Subsequent Fitch Rating Event provide
collateral in the form of cash or securities in support of its
obligations under this Agreement in accordance with the provisions of
the Credit Support Annex; or
(B) on a reasonable efforts basis within 30 days of the occurrence of such
First Subsequent Fitch Rating Event, at its own cost, attempt either
to:
(1) transfer all of its rights and obligations with respect to
this Agreement to a replacement third party satisfactory to
the Security Trustee (whose consent will be given if Fitch
confirms that such transfer would maintain the rating of the
Series 1 Class [A/B/C] Eighth Issuer Notes by Fitch at, or
restore the rating of the Series 1 Class [A/B/C] Eighth
Issuer Notes by Fitch to, the level it would have been at
immediately prior to such First Subsequent Fitch Rating
Event);
(2) obtain a guarantee of its rights and obligations with
respect to this Agreement from a third party satisfactory to
the Security Trustee (whose consent will be given if Fitch
confirms that such guarantee would maintain the rating of
the Series 1 Class [A/B/C] Eighth Issuer Notes at, or
restore the rating of the Series 1 Class [A/B/C] Eighth
Issuer Notes to, the level it would have been at immediately
prior to such First Subsequent Fitch Rating Event); or
(3) take such other action as Party A may agree with Fitch as
will result in the rating of the Series 1 Class [A/B/C]
Eighth Issuer Notes following the taking of such action
being maintained at, or restored to, the level it would have
been at immediately prior to such First Subsequent Fitch
Rating Event.
If any of paragraphs (vi)(B)(1), (2) or (3) above are satisfied at any
time, all collateral (or the equivalent thereof, as appropriate)
transferred by Party A pursuant to a xxxx-to-market collateral agreement
put in place in accordance with paragraph (v)(A) above or
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paragraph (vi)(A) will be transferred to Party A and Party A will not be
required to transfer any additional collateral.
(vii) If either the long-term, unsecured and unsubordinated debt obligations of
the Credit Support Provider of Party A cease to be rated at least as high
as ["BBB"] (or its equivalent) by Fitch or the short-term, unsecured and
unsubordinated debt obligations of the Credit Support Provider of Party A
cease to be rated at least as high as ["F3"] (or its equivalent) by Fitch
and, as a result of such cessation, the then current rating of the Series 1
Class [A/B/C] Eighth Issuer Notes is downgraded or placed under review for
possible downgrade by Fitch (a "SECOND SUBSEQUENT FITCH RATING EVENT") then
Party A will, on a reasonable efforts basis within 30 days of the
occurrence of such Second Subsequent Fitch Rating Event, at its own cost,
attempt either to:
(A) transfer all of its rights and obligations with respect to this
Agreement to a replacement third party satisfactory to the Security
Trustee (whose consent will be given if Fitch confirms that such
transfer would maintain the rating of the Series 1 Class [A/B/C]
Eighth Issuer Notes by Fitch at, or restore the rating of the Series 1
Class [A/B/C] Eighth Issuer Notes by Fitch to, the level it would have
been at immediately prior to such Second Subsequent Fitch Rating
Event);
(B) obtain a guarantee of its rights and obligations with respect to this
Agreement from a third party satisfactory to the Security Trustee
(whose consent will be given if Fitch confirms that such guarantee
would maintain the rating of the Series 1 Class [A/B/C] Eighth Issuer
Notes at, or restore the rating of the Series 1 Class [A/B/C] Eighth
Issuer Notes to, the level it would have been at immediately prior to
such Second Subsequent Fitch Rating Event); or
(C) take such other action as Party A may agree with Fitch as will result
in the rating of the Series 1 Class [A/B/C] Eighth Issuer Notes
following the taking of such action being maintained at, or restored
to, the level it would have been at immediately prior to such Second
Subsequent Fitch Rating Event.
Pending compliance with any of paragraphs (vii)(A), (B) or (C) above, Party
A will provide collateral in the form of cash or securities or both in
support of its obligations under this Agreement in accordance with the
provisions of the Credit Support Annex (provided that the xxxx-to-market
calculations and the correct and timely posting of collateral thereunder
are verified by an independent third party (with the costs of such
independent verification being borne by Party A)). If any of paragraphs
(vii)(A), (B) or (C) above are satisfied at any time, all collateral (or
the equivalent thereof, as appropriate) transferred by Party A under such a
xxxx-to-market collateral agreement will be transferred to Party A and
Party A will not be required to transfer any additional collateral.
(viii)(A) If Party A does not take any of the measures described in paragraph
(i) above, such failure will not be or give rise to an Event of
Default but will constitute an Additional Termination Event with
respect to Party A which will be deemed to have occurred on the
thirtieth day following the Initial S&P Rating Event with Party A as
the sole Affected Party and all Transactions as Affected Transactions.
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(B) If, at the time a Subsequent S&P Rating Event occurs, Party A has
provided collateral pursuant to paragraph (i)(A) above and fails to
continue to post collateral pending compliance with any of paragraphs
(ii)(A), (ii)(B) or (ii)(C) above, such failure will not be or give
rise to an Event of Default but will constitute an Additional
Termination Event with respect to Party A and will be deemed to have
occurred on the later of the tenth day following such Subsequent S&P
Rating Event and the thirtieth day following the Initial S&P Rating
Event with Party A as the sole Affected Party and all Transactions as
Affected Transactions. Further, it will constitute an Additional
Termination Event with respect to Party A if, even if it is posting
collateral as required by paragraph (ii) above and notwithstanding
Section 5(a)(ii), Party A does not take any of the measures described
in paragraphs (ii)(A), (ii)(B) or (ii)(C) above. Such Additional
Termination Event will be deemed to have occurred on the tenth day
following the Subsequent S&P Rating Event with Party A as the sole
Affected Party and all Transactions as Affected Transactions.
(C) If Party A does not take any of the measures described in paragraph
(iii)(1), (2), (3) or (4) above, such failure will not be or give rise
to an Event of Default but will constitute an Additional Termination
Event with respect to Party A and will be deemed to have occurred on
the thirtieth day following the occurrence of such Initial Xxxxx'x
Rating Event with Party A as the sole Affected Party and all
Transactions as Affected Transactions.
(D) If Party A does not take the measures described in paragraph (iv)(2)
above, such failure will give rise to an Event of Default with respect
to Party A and will be deemed to have occurred on the thirtieth day
following such Subsequent Xxxxx'x Rating Event (or, if Party A has
provided collateral in accordance with the requirements of paragraph
(iii)(4) above, such Event of Default will be deemed to have occurred
on the tenth day following such Subsequent Xxxxx'x Rating Event) with
Party A as the Defaulting Party. Further, it will constitute an
Additional Termination Event with respect to Party A if, even after
satisfying the requirements of paragraph (iv)(2) above, and
notwithstanding Section 5(a)(ii), Party A has failed, having applied
reasonable efforts, to either transfer as described in paragraph
(iv)(1)(aa), find a co-obligor or guarantor as described in paragraph
(iv)(1)(bb) or take such other action as described in paragraph
(iv)(1)(cc). Such Additional Termination Event will be deemed to have
occurred on the thirtieth day after receiving notice of failure to use
reasonable efforts with Party A as the sole Affected Party and all
Transactions as Affected Transactions.
(E) If Party A does not take the measures described in paragraph (v)
above, such failure will not be or give rise to an Event of Default
but will constitute an Additional Termination Event with respect to
Party A which will be deemed to have occurred on the thirtieth day
following the Initial Fitch Rating Event with Party A as the sole
Affected Party and all Transactions as Affected Transactions.
(F) If Party A does not take the measures described in paragraph (vi)
above, such failure will not be or give rise to an Event of Default
but will constitute an Additional Termination Event with respect to
Party A which will be deemed to have occurred on the thirtieth day
following the First Subsequent Fitch Rating Event with Party A as the
sole Affected Party and all Transactions as Affected Transactions.
33
(G) If Party A does not, pending compliance with any of paragraphs
(vii)(A), (B) or (C), continue to comply with the terms of the Credit
Support Annex, such failure will give rise to an Event of Default with
respect to Party A and will be deemed to have occurred on the tenth
day following such Second Subsequent Fitch Rating Event with Party A
as the Defaulting Party. Further, it will constitute an Additional
Termination Event with respect to Party A if, even after satisfying
the above requirements, Party A has failed, within 30 days following
such Second Subsequent Fitch Rating Event, to either transfer as
described in paragraph (vii)(A), find a guarantor as described in
paragraph (vii)(B) or take such other action as described in paragraph
(vii)(C). Such Additional Termination Event will be deemed to have
occurred on the thirtieth day following such Second Subsequent Fitch
Rating Event with Party A as the sole Affected Party and all
Transactions as Affected Transactions.
(H) In the event that Party B were to designate an Early Termination Date
and there would be a payment due to Party A, Party B may only
designate such an Early Termination Date in respect of an Additional
Termination Event under this Part 5(f) if Party B has found a
replacement counterparty willing to enter into a new transaction on
terms that reflect as closely as reasonably possible, as determined by
Party B in its sole and absolute discretion, the economic, legal and
credit terms of the Terminated Transactions with Party A, and Party B
has acquired the Security Trustee's prior written consent.
Each of Party B and the Security Trustee will use their reasonable endeavours to
co-operate with Party A in entering into such documents as may reasonably be
requested by Party A in connection with the provision of such collateral.
(g) TRANSFER POLICY
Section 7 of this Agreement will not apply to Party A, who will be required to
comply with, and will be bound by, the following:
Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may
transfer all (but not part only) of its interests and obligations in and under
this Agreement to any of its Affiliates or, with the prior written consent of
Party B, such consent not to be unreasonably withheld, to any other entity (each
such Affiliate or entity a "TRANSFEREE") upon providing five Business Days'
prior written notice to the Note Trustee, provided that:
(i) the Transferee's short-term, unsecured and unsubordinated debt obligations
are then rated not less than ["A-1+"] by S&P, ["Prime-1"] by Xxxxx'x and
["F1"] by Fitch and its long-term, unsecured and unsubordinated debt
obligations are then rated not less than ["AA-"] by S&P, ["A1"] by Xxxxx'x
and ["A+"] by Fitch (or its equivalent by any substitute rating agency) or
such Transferee's obligations under this Agreement are guaranteed by an
entity whose short-term, unsecured and unsubordinated debt obligations are
then rated not less than ["A-1+"] by S&P, ["Prime-1"] by Xxxxx'x and ["F1"]
by Fitch and whose long-term, unsecured and unsubordinated debt obligations
are then rated not less than ["AA-"] by S&P, ["A1"] by Xxxxx'x and ["A+"]
by Fitch (or its equivalent by any substitute rating agency);
(ii) the Rating Agencies have confirmed that the transfer will not result in the
then current rating of the Series 1 Class [A/B/C] Eighth Issuer Notes being
downgraded;
34
(iii) the Transferee will not, as a result of such transfer, be required on the
next succeeding Scheduled Payment Date to withhold or deduct on account of
any Tax (except in respect of default interest) amounts in excess of that
which Party A would, on the next succeeding Scheduled Payment Date have
been required to so withhold or deduct unless the Transferee would be
required to make additional payments pursuant to Section 2(d)(i)(4)
corresponding to such excess;
(iv) a Termination Event or Event of Default does not occur as a result of such
transfer;
(v) no additional amount will be payable by Party B to Party A or the
Transferee on the next succeeding Scheduled Payment Date as a result of
such transfer; and
(vi) the Transferee confirms in writing that it will accept all of the interests
and obligations in and under this Agreement which are to be transferred to
it in accordance with the terms of this provision.
With respect to paragraph (iii) above, each party agrees to make such Payee Tax
Representations and Payer Tax Representations as may reasonably be requested by
the other party in order to reasonably satisfy such other party that such
withholding or deduction will not occur.
Following the transfer, all references to Party A (or its Credit Support
Provider, as applicable) will be deemed to be references to the Transferee.
Save as otherwise provided for in this Agreement and notwithstanding Section 7,
Party A will not be permitted to transfer (by way of security or otherwise) this
Agreement nor any interest or obligation in or under this Agreement without the
prior written consent of the Security Trustee.
(h) ADDITIONAL REPRESENTATION
Section 3 is amended by the addition at the end thereof of the following
additional representations (provided that the representation in Section 3(h)
will be made by Party A only):
"(g) NO AGENCY. It is entering into this Agreement, including each
Transaction, as principal and not as agent of any person or entity.
(h) PARI PASSU. Its obligations under this Agreement rank pari passu with
all of its other unsecured, unsubordinated obligations except those
obligations preferred by operation of law."
(i) RECORDING OF CONVERSATIONS
Each party to this Agreement (i) consents to the recording of the telephone
conversations of trading, marketing and operations personnel of the parties in
connection with this Agreement or any potential Transaction, (ii) agrees to
obtain any necessary consent of, and give notice of such recording to, such
personnel of it and (iii) agrees that in any Proceedings it will not object to
the introduction of such recordings in evidence on the ground that consent was
not properly given.
(j) RELATIONSHIP BETWEEN THE PARTIES
The Agreement is amended by the insertion after Section 14 of an additional
Section 15, reading in its entirety as follows:
35
"15. RELATIONSHIP BETWEEN THE PARTIES
Each party will be deemed to represent to the other party on the date on which
it enters into a Transaction that (absent a written agreement between the
parties that expressly imposes affirmative obligations to the contrary for that
Transaction):
(a) NON RELIANCE. It is acting for its own account, and it has made its own
independent decisions to enter into that Transaction and as to whether that
Transaction is appropriate or proper for it based upon advice from such
advisers as it has deemed necessary. It is not relying on any communication
(written or oral) of the other party as investment advice or as a
recommendation to enter into that Transaction, it being understood that
information and explanations related to the terms and conditions of a
Transaction will not be considered investment advice or a recommendation to
enter into that Transaction. No communication (written or oral) received
from the other party will be deemed to be an assurance or guarantee as to
the expected results of that Transaction.
(b) ASSESSMENT AND UNDERSTANDING. It is capable of assessing the merits of and
understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and risks of
that Transaction. It is also capable of assuming, and assumes, the
financial and other risks of that Transaction.
(c) STATUS OF PARTIES. The other party is not acting as a fiduciary for or an
adviser for it in respect of that Transaction."
(k) TAX
The Agreement is amended by deleting Section 2(d) in its entirety and replacing
it with the following:
"(d) Deduction or Withholding for Tax
(i) Requirement to Withhold
All payments under this Agreement will be made without any deduction or
withholding for or on account of any Tax unless such deduction or
withholding is required (including, for the avoidance of doubt, if such
deduction or withholding is required in order for the payer to obtain
relief from Tax) by any applicable law, as modified by the practice of any
relevant governmental revenue authority, then in effect. If a party ("X")
is so required to deduct or withhold, then that party (the "DEDUCTING
PARTY"):
(1) will promptly notify the other party ("Y") of such requirement;
(2) will pay to the relevant authorities the full amount required to be
deducted or withheld (including the full amount required to be
deducted or withheld from any Gross Up Amount (as defined below) paid
by the Deducting Party to Y under this Section 2(d)) promptly upon the
earlier of determining that such deduction or withholding is required
or receiving notice that such amount has been assessed against Y;
36
(3) will promptly forward to Y an official receipt (or a certified copy),
or other documentation reasonably acceptable to Y, evidencing such
payment to such authorities; and
(4) if X is Party A, X will promptly pay in addition to the payment to
which Party B is otherwise entitled under this Agreement, such
additional amount (the "GROSS UP AMOUNT") as is necessary to ensure
that the net amount actually received by Party B will equal the full
amount which Party B would have received had no such deduction or
withholding been required, provided that X will not be required to pay
any additional amount to Party B to the extent that it would not be
required to be paid but for the failure of Party B to comply with or
perform any agreement contained in Section 4(a)(iii).
(ii) Liability
If:
(1) X is required by any applicable law, as modified by the practice of
any relevant governmental revenue authority, to make any deduction or
withholding for or on account of any Tax; and
(2) X does not so deduct or withhold; and
(3) a liability resulting from such Tax is assessed directly against X,
then, except to the extent that Y has satisfied or then satisfies the
liability resulting from such Tax, (A) where X is Party B, Party A will
promptly pay to Party B the amount of such liability (the "LIABILITY
AMOUNT") (including any related liability for interest and together with an
amount equal to the Tax payable by Party B on receipt of such amount but
including any related liability for penalties only if Party A has failed to
comply with or perform any agreement contained in Section 4(a)(i),
4(a)(iii) or 4(d)) and Party B will promptly pay to the relevant government
revenue authority the amount of such liability (including any related
liability for interest and penalties) and (B) where X is Party A and Party
A would have been required to pay a Gross Up Amount to Party B, Party A
will promptly pay to the relevant government revenue authority the amount
of such liability (including any related liability for interest and
penalties).
(iii) Tax Credit etc.
Where Party A pays an amount in accordance with Section 2(d)(i)(4) above,
Party B undertakes as follows:
(1) to the extent that Party B obtains any Tax credit, allowance, set-off
or repayment from the tax authorities of any jurisdiction relating to
any deduction or withholding giving rise to such payment (a "TAX
CREDIT"), it will pay to Party A as soon as practical after receipt of
the same so much of the cash benefit (as calculated below) relating
thereto which it has received as will leave Party B in substantially
the same (but in any event no worse) position as Party B would have
been in if no such deduction or withholding had been required;
(2) the "cash benefit" will, in the case of a Tax credit, allowance or
set-off, be the additional amount of Tax which would have been payable
by Party B in the jurisdiction referred to in clause (1) above but for
the obtaining by it of the said
37
Tax credit, allowance or set-off and, in the case of a repayment, will
be the amount of the repayment together, in either case, with any
related interest, repayment supplement or similar payment obtained by
Party B; and
(3) it will use all reasonable endeavours to obtain any Tax Credit as soon
as is reasonably practicable provided that it will be the sole judge
of the amount of such Tax Credit and of the date on which the same is
received and will not be obliged to disclose to Party A any
information relating to its tax affairs or tax computations save that
Party B will, upon request by Party A, supply Party A with a
reasonably detailed explanation of its calculation of the amount of
any such Tax Credit and of the date on which the same is received."
(l) SECURITY, ENFORCEMENT AND LIMITED RECOURSE
(i) Party A agrees with Party B and the Security Trustee to be bound by the
terms of the Eighth Issuer Deed of Charge and, in particular, confirms
that: (A) no sum will be payable by or on behalf of Party B to it except in
accordance with the provisions of the Eighth Issuer Deed of Charge; and (B)
it will not take any steps for the winding up, dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee, liquidator, sequestrator or similar
officer of Party B or of any or all of its revenues and assets nor
participate in any ex parte proceedings nor seek to enforce any judgment
against Party B, subject to the provisions of the Eighth Issuer Deed of
Charge.
(ii) In relation to all sums due and payable by Party B to Party A, Party A
agrees that it will have recourse only to Eighth Issuer Available Funds,
but always subject to the order of priority of payments set out in the
Eighth Issuer Cash Management Agreement and the Eighth Issuer Deed of
Charge.
(m) CONDITION PRECEDENT
Section 2(a)(iii) will be amended by the deletion of the words "a Potential
Event of Default" in respect of obligations of Party A only.
(n) REPRESENTATIONS
Section 3(b) will be amended by the deletion of the words "or Potential Event of
Default" in respect of the representation given by Party B only.
(o) ADDITIONAL DEFINITIONS
Words and expressions defined in the Amended and Restated Master Definitions and
Construction Schedule (the "MASTER SCHEDULE") and the Eighth Issuer Master
Definitions and Construction Schedule (the "ISSUER SCHEDULE") (together the
"MASTER DEFINITIONS SCHEDULE") signed on or about the date of this Agreement
will, except so far as the context otherwise requires, have the same meaning in
this Agreement. In the event of any inconsistency between the definitions in
this Agreement and in the Master Definitions Schedule the definitions in this
Agreement will prevail. In the event of any inconsistency between the Master
Schedule and the Issuer Schedule, the Issuer Schedule will prevail. The rules of
interpretation set out in the Master Definitions Schedule will apply to this
Agreement.
38
(p) CHANGE OF ACCOUNT
Section 2(b) of this Agreement is hereby amended by the addition of the
following at the end thereof:
"; provided that such new account will be in the same legal and tax jurisdiction
as the original account and such new account, in the case of Party B, is held
with a financial institution with a short-term, unsecured, unsubordinated and
unguaranteed debt obligation rating of at least ["Prime-1"] (in the case of
Xxxxx'x), ["A-1+"] (in the case of S&P) and ["F1+"] (in the case of Fitch) (or,
if such financial institution is not rated by a Rating Agency, at such
equivalent rating that is acceptable to such Rating Agency)."
(q) MODIFICATIONS TO CLOSE-OUT PROVISIONS
Upon the occurrence of an Event of Default with respect to Party A or an
Additional Termination Event which entitles Party B to terminate any Affected
Transaction pursuant to Section 6(b) of the Agreement, Party B will be entitled
(but not obliged in the event that it does not designate an Early Termination
Date) to proceed in accordance with Section 6 of this Agreement, subject to the
following:
(i) For the purposes of Section 6(d)(i), Party B's obligation with respect to
the extent of information to be provided with its calculations is limited
to information Party B has already received in writing and provided Party B
is able to release this information without breaching the provisions of any
law applicable to, or any contractual restriction binding upon, Party B.
(ii) The following amendments will be deemed to be made to the definition of
"Market Quotation":
(A) the word "firm" will be added before the word "quotations" in the
second line; and
(B) the words ", provided that such documentation would either be the same
as this Agreement and the existing confirmations hereto (and the
long-term, unsecured and unsubordinated debt obligations of the
Reference Market-maker are rated not less than ["A+"] by S&P and
["A1"] by Xxxxx'x and the short-term, unsecured and unsubordinated
debt obligations of the Reference Market-maker are rated not less than
["Prime-1"] by Xxxxx'x and ["F1"] by Fitch (or, if such Reference
Market-maker is not rated by a Rating Agency, at such equivalent
rating that is acceptable to such Rating Agency)) or the Rating
Agencies have confirmed in writing that such proposed documentation
will not adversely impact the ratings of the Notes" will be added
after "agree" in the sixteenth line; and
(C) the last sentence will be deleted and replaced with the following:
"If, on the last date set for delivery of quotations, exactly two
quotations are provided, the Market Quotation will be the higher of
the two quotations. If only one quotation is provided on such date,
Party B may, in its discretion, accept such quotation as the Market
Quotation and, if Party B does not accept such quotation (or if no
quotation has been provided), it will be deemed that the
39
Market Quotation in respect of the Terminated Transaction cannot be
determined. If no quotation has been provided, it will be deemed that
the Market Quotation in respect of the Terminated Transaction cannot
be determined."
(iii) For the purpose of the definition of "Market Quotation", and without
limitation of the general rights of Party B under the Agreement:
(A) Party B will undertake to use its reasonable efforts to obtain at
least three firm quotations as soon as reasonably practicable after
the Early Termination Date and in any event within the time period
specified pursuant to Part 5(q)(iii)(C) below;
(B) Party A will, for the purposes of Section 6(e), be permitted to obtain
on behalf of Party B quotations from Reference Market-makers;
(C) If no quotations have been obtained within 6 Local Business Days after
the occurrence of the Early Termination Date or such longer period as
Party B may specify in writing to Party A, then it will be deemed that
the Market Quotation in respect of the Terminated Transaction cannot
be determined;
(D) Party B will be deemed to have discharged its obligations under Part
5(q)(iii)(A) above if it promptly requests, in writing, Party A (such
request to be made within two Local Business Days after the occurrence
of the Early Termination Date) to obtain on behalf of Party B
quotations from Reference Market-makers. Party A agrees to act in
accordance with such request; and
(E) Party B will not be obliged to consult with Party A as to the day and
time of obtaining any quotations.
(r) CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this Agreement will not have any right under the
Contracts (Rights of Third Parties) Xxx 0000 to enforce any of its terms but
this will not affect any right or remedy of a third party which exists or is
available apart from that Act.
40
From: UBS Limited
000 Xxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
To: Permanent Financing (No. 8) PLC
Xxxxxxxxx Xxxxx
Xxxxxxxxx Xxxx
Xxxxxx
XX0X 0XX
Attention: The Secretary
To: Xxx Xxxx xx Xxx Xxxx
Xxx Xxxxxx Xxxxxx
Xxxxxx
X00 0XX
Attention: Global Structured Finance - Corporate Trust
[__], 2005
Dear Sirs,
CONFIRMATION - SERIES 1 CLASS A DOLLAR TO STERLING CURRENCY SWAP
The purpose of this letter is to confirm the terms and conditions of the Swap
Transaction entered into between us on the Trade Date specified below. This
letter constitutes a "CONFIRMATION" as referred to in the 1992 ISDA Master
Agreement (Multicurrency-Cross Border) (Series 1 Class A) entered into between
us, you and The Bank of New York (the "SECURITY TRUSTEE") dated as of [__],
2005, as amended and supplemented from time to time (the "AGREEMENT").
The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc. (the
"DEFINITIONS") are incorporated into this Confirmation. In the event of any
inconsistency between any of the following, the first listed will govern (i)
this Confirmation; (ii) the Master Definitions Schedule; and (iii) the
Definitions.
1. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:
Party A: UBS Limited
Party B: Permanent Financing (No. 8) PLC
Trade Date: [__], 2005
Effective Date: [__], 2005
41
Termination Date: The earlier of (i) the Quarterly Interest Payment Date falling in [__] and (ii) the
date on which all of the Series 1 Class A Eighth Issuer Notes are redeemed in
full except (A) pursuant to Condition 5(F) (redemption or purchase following a
regulatory event) of the terms and conditions of the Series 1 Class A Eighth
Issuer Notes and (B) following delivery of a Note Acceleration Notice on Party B
in relation to the Series 1 Class A Eighth Issuer Notes.
Dollar Currency Exchange Rate: [__] USD per GBP
Business Days: London Business Day, New York Business Day and TARGET Business Day.
Calculation Period: Has the meaning given to such term in the Definitions.
Calculation Agent: Party A
Party A Floating Amounts:
Party A Currency Amount: In respect of each Party A Calculation Period, an amount in Dollars equal to the
principal amount outstanding of the Series 1 Class A Eighth Issuer Notes on the
first day of such Calculation Period (after taking into account any redemption
on such day).
Party A Payment Dates: The [__] day of each month from and including [__], 2005 up to and including
the Termination Date, provided that upon the occurrence of a Trigger Event or
the enforcement of the Seventh Issuer Security in accordance with the Seventh
Issuer Deed of Charge, the Party A Payment Date shall occur on each Quarterly
Interest Payment Date from and including the first Quarterly Interest Payment
following the occurrence of such Trigger Event or such enforcement of the Seventh
Issuer Security, as applicable, up to and including the Termination Date.
Party A Floating Rate: In respect of each Party A Calculation Period, One-Month USD-LIBOR determined in
respect of the first day of such Party A Calculation Period.
42
Spread: [__] per cent. [for Party A Calculation Periods commencing prior to the Quarterly
Interest Payment Date falling in [__] and [__] per cent. thereafter.]
Party A Floating Rate Day
Count Fraction: Actual/360
Party B Floating Amounts:
Party B Currency Amount: In respect of each Party B Calculation Period, an amount in Sterling equivalent to
the Party A Currency Amount for the Party A Calculation Period commencing on the
first day of such Party B Calculation Period converted by reference to the Dollar
Currency Exchange Rate.
Party B Payment Dates: Each Quarterly Interest Payment Date from and including the Quarterly Interest
Payment Date falling in [__] 2005 up to the Termination Date and the
Termination Date.
Party B Floating Rate: In respect of each Party B Calculation Period, Sterling-LIBOR determined in respect
of the first day of such Party B Calculation Period.
Spread: [__] per cent. [for Party B Calculation Periods commencing prior to the Quarterly
Interest Payment Date falling in [__] and [__] per cent. thereafter.]
Party B Floating Rate Day
Count Fraction: Actual/365 (Fixed)
Initial Exchange:
Initial Exchange Date: Effective Date
Party A Initial
Exchange Amount: GBP [__]
Party B Initial
Exchange Amount: USD [__]
Interim Exchange:
Interim Exchange Dates:
Each Quarterly Interest Payment Date (other than the Termination Date) on which
any of the Series 1 Class A Eighth Issuer Notes are redeemed in whole or in
part.
Party A Xxxxxxx
00
Xxxxxxxx Xxxxxx: In respect of each Interim Exchange Date, an amount in Dollars equal to the amount
of the Series 1 Class A Eighth Issuer Notes redeemed on such Interim Exchange Date.
Party B Interim
Exchange Amount: In respect of each Interim Exchange Date, the Sterling equivalent of the Party A
Interim Exchange Amount for such Interim Exchange Date converted by reference to
the Dollar Currency Exchange Rate.
Final Exchange:
Final Exchange Date: Termination Date
Party A Final Exchange Amount: An amount in Dollars equal to the rincipal amount outstanding of the Series
1 Class A Eighth Issuer Notes on the Final Exchange Date (before taking into account
any redemption on such day).
Party B Final Exchange Amount: An amount in Sterling equal to the principal amount outstanding of the Series
1 Class A Eighth Issuer Notes on the Final Exchange Date (before taking into account
any redemption on such day), converted by reference to the Dollar Currency
Exchange Rate.
If Party B does not have sufficient principal available pursuant to the Seventh Issuer
Cash Management Agreement to pay the Party B Final Exchange Amount in full on the
Final Exchange Date and accordingly pays only a part of the Party B Final Exchange
Amount to Party A on such date, Party A will be obliged on such date to deliver only
the Dollar Equivalent of such part of the Party B Final Exchange Amount, converted by
reference to the Dollar Currency Exchange Rate.
3. Account Details:
Payments to Party A
in Dollars: Bank: UBS AG, Stamford (UBSWUS33)
ABA Number: 000000000
Account Name: UBS AG, London
Account Number.: 101-WA-140007-000
44
Payments to Party A
in Sterling: Direct via UK Clearing/CHAPS
SWIFT: UBSWGB2L
Sort Code: 23-23-23
Payments to Party B
in Dollars: Bank: Citibank, N.A., New York
Credit Account: 00000000
New York Swift: XXXXXX00
FAO: Citibank, N.A., London
London Swift: CITIGB2L
Reference: GATS "Permanent Financing (No. 8) PLC"
Payments to Party B
in Sterling: Bank: The Governor and Company of the Bank of Scotland
Account Number: 00000000
Sort Code: 12-24-55
Account Name: Permanent Financing (No. 8) PLC Transaction Account
It is agreed by the parties that payments made by Party A to the
Principal Paying Agent in accordance with the settlement instructions,
as detailed above, will be considered as absolute and conclusive
discharge of Party A's obligations to Party B in respect of such
payment, regardless of whether the Principal Paying Agent makes a
payment in turn to Party B. This will continue to be the case until
Party B changes its account in accordance with Section 2(b) of the
Agreement.
4. Notification to Party A
For the purpose of making any determination or calculation hereunder,
the Calculation Agent may rely on any information, report, notice or
certificate delivered to it by the Eighth Issuer Cash Manager or Party
B and the Calculation Agent will not be liable for any error,
incompleteness or omission regarding such information.
Party B or the Eighth Issuer Cash Manager acting on its behalf, will
notify Party A of the amount of principal payments to be made on the
Series 1 Class A Eighth Issuer Notes on each Quarterly Interest Payment
Date no later than one (1) Business Day prior to such Quarterly
Interest Payment Date.
45
[5.] Notice Details:
Party A: UBS Limited
Address: 000 Xxxxxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Facsimile No.: x00 00 0000 0000/x00 00 0000 0000
Attention: Credit Risk Management - Documentation Unit Legal
Party B: Permanent Financing (No. 8) PLC
Address: Xxxxxxxxx Xxxxx
Xxxxxxxxx Xxxx
Xxxxxx
XX0X 0XX
Facsimile Number: 020 7566 0975
Attention: The Secretary
With a copy to: (i) the Security Trustee:
Name: The Bank of New York
Address: Xxx Xxxxxx Xxxxxx
Xxxxxx
X00 0XX
Facsimile Number: 020 7964 6061/6399
Attention: Global Structured Finance
(ii) HBOS Treasury Services plc
Address: 00 Xxx Xxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Facsimile Number: 020 7574 8784
Attention: Head of Capital Markets and Securitisation
46
Yours faithfully,
UBS LIMITED
By:
Name:
Title:
Confirmed as of the date first written:
PERMANENT FINANCING (NO. 8) PLC
By:
Name:
Title:
THE BANK OF NEW YORK
By:
Name:
Title:
47
