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Master Definitions and Construction Schedule [Amended and Restated]
Master Definitions and Construction Schedule [Amended and Restated] (185K)
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AMENDED AND RESTATED MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE
DATED [o], 2003
PERMANENT FUNDING (NO.1) LIMITED
PERMANENT MORTGAGES TRUSTEE LIMITED
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CONTENTS
Clause Page
1. Definitions.................................................................1
2. Interpretation and Construction............................................50
3. Amendments.................................................................52
4. Governing Law..............................................................52
Signatories...................................................................53
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1. DEFINITIONS
In any agreement, instrument or deed expressly and specifically
incorporating by reference this Amended and Restated Master Definitions
and Construction Schedule, the undersigned hereby agree as follows:
1.1 in each Transaction Document words and expressions used but not defined in
this Master Definitions and Construction Schedule shall, unless otherwise
defined therein or unless the context otherwise requires, have the same
meanings as set out in the relevant Issuer Master Definitions and
Construction Schedule; and
1.2 in each Transaction Document the following words and expressions shall,
unless otherwise defined therein or unless the context otherwise requires,
have the following meanings:
AA Principal Deficiency Sub-Ledger means one of three sub-ledgers of the
Principal Deficiency Ledger corresponding to the Term AA Advances which
will be established and maintained pursuant to Clause 4.3(b) of the Cash
Management Agreement;
AAA Principal Deficiency Sub-Ledger means one of three sub-ledgers of the
Principal Deficiency Ledger corresponding to the Term AAA Advances, which
will be established and maintained pursuant to Clause 4.3(b) of the Cash
Management Agreement;
Accession Undertaking means a form of deed of accession to the Funding 1
Deed of Charge substantially in the form set out in Schedule 2 to the
Funding 1 Deed of Charge;
Account Bank means the bank at which the Mortgages Trustee GIC Account,
the Funding 1 GIC Account, and the Funding 1 Transaction Account are
maintained from time to time, being as at the Closing Date, The Governor
and Company of the Bank of Scotland situated at 116 Wellington Street,
Leeds LS1 4LT and thereafter such other Authorised Entity as Funding 1 may
choose with the prior written approval of the Security Trustee or as the
Mortgages Trustee may choose with the prior written consent of the
Beneficiaries;
Accrued Interest means as at any date (the determination date) on or after
the date hereof and in relation to any Loan, interest on such Loan (not
being interest which is currently payable on the determination date) which
has accrued from and including the Monthly Payment Day immediately prior
to the determination date to and including the determination date;
1
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Act means the Data Protection Act 1998;
Additional Funding 1 Liquidity Facility Provider has the meaning given in
Clause 10.6(a) of the Funding 1 Deed of Charge;
Adjusted Reserve Fund Level means the sum of:
(a) the amount standing to the credit of the Reserve Fund; and
(b) the amount (if any) then outstanding in respect of item (b) of the
relevant Funding 1 Pre-Enforcement Principal Priority of Payments;
Advance means the aggregate of the amount advanced by the Start-up Loan
Provider to Funding 1 on the Initial Closing Date pursuant to the First
Start-up Loan Agreement, the amount advanced by the Start-up Loan Provider
to Funding 1 on the Second Issuer Closing Date pursuant to the Second
Start-up Loan Agreement and the amount advanced by the Start-up Loan
Provider or any New Start-up Loan Provider on the New Issuer Closing Date
pursuant to any New Start-up Loan Agreement, or such part of such amount
as shall be outstanding from time to time;
Amended and Restated Master Definitions and Construction Schedule, Master
Definitions Schedule and Master Definitions and Construction Schedule
means this schedule as amended and restated from time to time;
Alternative Insurance Recommendations means the recommendations contained
in the Offer Conditions provided by the Seller to Borrowers who elect to
arrange independent buildings insurance for their Properties;
Annualised CPR means the result of:
1-((1-M) ^ (12))
where "M" is expressed as a percentage and determined as at the most
recent Normal Calculation Date as indicated in the definition of
Anticipated Cash Accumulation Period;
Anticipated Cash Accumulation Period means on any Normal Calculation Date,
the anticipated number of months required to accumulate sufficient
Principal Receipts to pay the Relevant Accumulation Amount in relation to
the relevant Cash Accumulation Advance, which will be equal to:
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ABN AMRO Bank
As referenced in this Master Definitions and Construction Schedule [Amended and Restated]:
ABN
AMRO Bank – of those dates;
29
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Reference Banks means the principal London office of each of ABN
AMRO Bank N.V., Barclays Bank PLC, Citibank, N.A. and the Royal Bank
of Scotland plc
ABN AMRO Bank
– of a Loan;
42
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Reference Banks means the principal London office of each of ABN AMRO Bank
N.V., Barclays Bank PLC, Citibank, N.A. and the Royal Bank of Scotland
dt 45260
;
Citibank
As referenced in this Master Definitions and Construction Schedule [Amended and Restated]:
Citibank, N.A. – of those dates;
29
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Reference Banks means the principal London office of each of ABN
AMRO Bank N.V., Barclays Bank PLC, Citibank, N.A. and the Royal Bank
of Scotland plc or any bank that replaces any of them; and
Moneyline Telerate Page 3750 means the
_____________
Citibank, N.A. – of a Loan;
42
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Reference Banks means the principal London office of each of ABN AMRO Bank
N.V., Barclays Bank PLC, Citibank, N.A. and the Royal Bank of Scotland plc
and/or such other bank as may be appointed agent bank from time to time
_____________
CITIBANK, N.A. – NEW YORK )
for and on behalf of )
Agent Bank, Principal Paying Agent, Registrar and Transfer Agent
SIGNED by )
for and on behalf of CITIBANK, N.A. )
Issuer Account Bank
SIGNED by )
for and on behalf of THE GOVERNOR AND )
COMPANY OF THE BANK OF )
SCOTLAND )
U.S. Paying
_____________
CITIBANK, N.A. – on behalf of THE GOVERNOR AND )
COMPANY OF THE BANK OF )
SCOTLAND )
U.S. Paying Agent
SIGNED by )
for and on behalf of CITIBANK, N.A. , NEW )
YORK BRANCH )
Series 1 Third Issuer Swap Provider
SIGNED by )
for and on behalf of )
o )
Series 2 Third Issuer Swap
_____________
dt 146073
;
McGraw-Hill Companies
As referenced in this Master Definitions and Construction Schedule [Amended and Restated]:
McGraw-Hill Companies, Inc – Principal Receipt in respect of
such Loan;
S&P and Standard & Poor's means Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies, Inc . and includes any successor to
its rating business;
Scheduled Amortisation Instalment means that part of a Scheduled
Amortisation Term Advance which is
_____________
dt 311048
;
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Royal & Sun
As referenced in this Master Definitions and Construction Schedule [Amended and Restated]:
Royal & Sun Alliance Insurance PLC – under a Flexible Loan other than the Initial Advance;
Freedom of Agency Indemnity Policy means the freedom of agency indemnity
policy written by Royal & Sun Alliance Insurance PLC in favour of the
Seller and any endorsements or extensions thereto as issued from time to
time, or any such similar alternative or
_____________
Royal & Sun Alliance Insurance plc – to
Borrowers by the Seller and/or a Halifax Intermediary on behalf of the
Halifax Policies Insurer;
23
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Halifax Policies Insurer means Royal & Sun Alliance Insurance plc and/or
any other insurer who agrees with the Seller to issue buildings insurance
policies to Borrowers from time to time as a
_____________
Royal & Sun Alliance Insurance Plc – MIG Policies means the mortgage indemnity guarantee policies written by
General Accident Fire and Life Assurance Corporation PLC, GE Capital
Mortgage (UK) Limited, Royal & Sun Alliance Insurance Plc and Halifax
Mortgage Re Limited in favour of the Seller, or any other mortgage
indemnity guarantee policy as may be effected from time
_____________
Royal & Sun Alliance Insurance PLC – which the interest payable in
respect of the Loan is charged;
Properties in Possession Cover means the properties in possession cover
written by Royal & Sun Alliance Insurance PLC in favour of the Seller and
any endorsements or extensions thereto as issued from time to time, or any
such similar alternative or
_____________
Royal
& Sun Alliance Insurance PLC – Master Definitions
and Construction Schedule relating to the corresponding class of Issuer
Notes;
Search Indemnity Policy means the search indemnity policy written by Royal
& Sun Alliance Insurance PLC in favour of the Seller and any endorsements
or extensions thereto as issued from time to time, or any such similar
alternative or
_____________
dt 234488
;
Royal Bank
As referenced in this Master Definitions and Construction Schedule [Amended and Restated]:
Royal Bank
of Scotland plc – Reference Banks means the principal London office of each of ABN
AMRO Bank N.V., Barclays Bank PLC, Citibank, N.A. and the Royal Bank
of Scotland plc or any bank that replaces any of them; and
Moneyline Telerate Page 3750 means the display designated as Page
3750; and Moneyline Telerate
_____________
Royal Bank of Scotland plc
– Reference Banks means the principal London office of each of ABN AMRO Bank
N.V., Barclays Bank PLC, Citibank, N.A. and the Royal Bank of Scotland plc
and/or such other bank as may be appointed agent bank from time to time
pursuant to the Third Issuer Paying Agent
_____________
dt 225452
;
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