Programme Deed

Notes:

Indemnity: The Issuer should not indemnify Trustee agents and delegates directly. Absolutely no need for that. Agents can go up the contractual chain to the Trustee. Trustee can claim under general indemnity.

“Interest Accrual Period” means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Period Date and each successive period beginning on (and including) an Interest Period Date and ending on (but excluding) the next succeeding Interest Period Date.

“Interest Period” means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date.

Cleared versus definitive.

• Want to de-emphasis all the definitive nonsense. Put it in a clause at the back.
• Why is there an option to exchange cleared notes for definitive ones?? I know it is standard but why?

In the Trust Deed and Agency terms, the Notes of any Series are always called a “Series”, because outside the context of a given Issue, “Notes” is ambiguous. In the Conditions they are called “the Notes” and never a “Series” because the concept of another Series is irrelevant to a given Series of Notes.

Documents are amended as of the Series Issue Date, not the Tranche Issue date. otherwise you are retrospectively amending issued notes.

Tranche needs to be a fungible tap or a discrete set of notes under a different isin secured on the same property. It can't be both.

Interests" are rights titles and interests under an agreement. Claims are claims against someone under an agreement.

Cash should not be part of the Secured Property. An SPV will never hold cash directly.