Common use of Class A Notes Clause in Contracts

Class A Notes. The Current Issuer Trust Deed provides that: (i) a single meeting of the Holders of all series of Class A Notes may be held whether or not there is a conflict of interest between the Holders of such series of the Class A Notes; (ii) there shall be no provision for a meeting of the Holders of one series only of the Class A Notes; and (iii) as the Class A Notes are not all denominated in the same currency, the Principal Amount Outstanding of any Class A Note denominated in Dollars or Euro shall be converted into Sterling at the relevant Current Issuer Dollar Currency Swap Rate or Current Issuer Euro Currency Swap Rate, respectively. (2) Class B Notes The Current Issuer Trust Deed provides that: (i) a single meeting of the Holders of all series of Class B Notes may be held whether or not there is a conflict of interest between the Holders of such series of the Class B Notes; (ii) there shall be no provision for a meeting of the Holders of one series only of the Class B Notes; and (iii) as the Class B Notes are not all denominated in the same currency, the Principal Amount Outstanding of any Class B Note denominated in Dollars or Euro shall be converted into Sterling at the relevant Current Issuer Dollar Currency Swap Rate or Current Issuer Euro Currency Swap Rate, respectively. (3) Class M Notes The Current Issuer Trust Deed provides that: (i) a single meeting of the Holders of all series of Class M Notes may be held whether or not there is a conflict of interest between the Holders of such series of the Class M Notes; (ii) there shall be no provision for a meeting of the Holders of one series only of the Class M Notes; and (iii) as the Class M Notes are not all denominated in the same currency, the Principal Amount Outstanding of any Class M Note denominated in Dollars or Euro shall be converted into Sterling at the relevant Current Issuer Dollar Currency Swap Rate or Current Issuer Euro Currency Swap Rate, respectively. (4) The Class C Notes The Current Issuer Trust Deed provides that: (i) a single meeting of the Holders of all series of Class C Notes may be held whether or not there is a conflict of interest between the Holders of such series of the Class C Notes; (ii) there shall be no provision for a meeting of the Holders of one series only of the Class C Notes; and (iii) as the Class C Notes are not all denominated in the same currency, the Principal Amount Outstanding of any Class C Note denominated in Dollars or Euro shall be converted into Sterling at the relevant Current Issuer Dollar Currency Swap Rate or Current Issuer Euro Currency Swap Rate, respectively. Subject as provided in the following paragraph, the quorum at any meeting of the Noteholders of any class convened to consider an Extraordinary Resolution will be two or more persons holding or representing more than half of the aggregate Principal Amount Outstanding of the Notes of that class or, at any adjourned meeting, two or more persons being or representing Noteholders of that class, whatever the aggregate Principal Amount Outstanding of the Notes so held or represented. The quorum at any meeting of the Noteholders of any class for passing an Extraordinary Resolution which includes the sanctioning of a modification which would have the effect of altering the amount, rate or timing of payments on the Notes, the currency of payment of the Notes, or altering the priority of payments or altering the quorum or majority required in relation to this exception (a "Basic Terms Modification"), shall be two or more persons holding or representing not less than three quarters or, at any adjourned and reconvened meeting, not less than one quarter of the aggregate Principal Amount Outstanding of the Notes of such class. A resolution signed by or on behalf of all the Noteholders of the relevant class who for the time being are entitled to receive notice of a meeting under the Current Issuer Trust Deed shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of such class of Noteholders.

Class A Notes. The Current Issuer Trust Deed provides that: (i) a single meeting of the Holders of all series of Class A Notes may be held whether or not there is a conflict of interest between the Holders of such series of the Regulation S Global Note to Class A Notes; (ii) there shall be no provision for Rule 144A Global Note. If a meeting holder of the Holders of one series only of the a beneficial interest in a Class A Notes; and (iii) Regulation S Global Note deposited with DTC wishes at any time to exchange its interest in such Class A Regulation S Global Note for an interest in the corresponding Class A Rule 144A Global Note or to transfer its interest in such Class A Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Class A Rule 144A Global Note, such holder may, subject to the immediately succeeding sentence and the rules and procedures of Euroclear, Clearstream and/or DTC, as the case may be, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Class A Notes are not all denominated Rule 144A Global Note. Upon receipt by the Note Registrar of (A) instructions from Euroclear, Clearstream and/or DTC, as the case may be, directing the Note Registrar to cause to be credited a beneficial interest in the same currency, the Principal Amount Outstanding of any corresponding Class A Rule 144A Global Note denominated in Dollars or Euro shall be converted into Sterling at an amount equal to the relevant Current Issuer Dollar Currency Swap Rate or Current Issuer Euro Currency Swap Ratebeneficial interest in such Class A Regulation S Global Note, respectively. (2) Class B Notes The Current Issuer Trust Deed provides that: (i) a single meeting of the Holders of all series of Class B Notes may be held whether or not there is a conflict of interest between the Holders of such series of the Class B Notes; (ii) there shall be no provision for a meeting of the Holders of one series only of the Class B Notes; and (iii) as the Class B Notes are not all denominated in the same currency, the Principal Amount Outstanding of any Class B Note denominated in Dollars or Euro shall be converted into Sterling at the relevant Current Issuer Dollar Currency Swap Rate or Current Issuer Euro Currency Swap Rate, respectively. (3) Class M Notes The Current Issuer Trust Deed provides that: (i) a single meeting of the Holders of all series of Class M Notes may be held whether or not there is a conflict of interest between the Holders of such series of the Class M Notes; (ii) there shall be no provision for a meeting of the Holders of one series only of the Class M Notes; and (iii) as the Class M Notes are not all denominated in the same currency, the Principal Amount Outstanding of any Class M Note denominated in Dollars or Euro shall be converted into Sterling at the relevant Current Issuer Dollar Currency Swap Rate or Current Issuer Euro Currency Swap Rate, respectively. (4) The Class C Notes The Current Issuer Trust Deed provides that: (i) a single meeting of the Holders of all series of Class C Notes may be held whether or not there is a conflict of interest between the Holders of such series of the Class C Notes; (ii) there shall be no provision for a meeting of the Holders of one series only of the Class C Notes; and (iii) as the Class C Notes are not all denominated in the same currency, the Principal Amount Outstanding of any Class C Note denominated in Dollars or Euro shall be converted into Sterling at the relevant Current Issuer Dollar Currency Swap Rate or Current Issuer Euro Currency Swap Rate, respectively. Subject as provided in the following paragraph, the quorum at any meeting of the Noteholders of any class convened to consider an Extraordinary Resolution will be two or more persons holding or representing more than half of the aggregate Principal Amount Outstanding of the Notes of that class or, at any adjourned meeting, two or more persons being or representing Noteholders of that class, whatever the aggregate Principal Amount Outstanding of the Notes so held or represented. The quorum at any meeting of the Noteholders of any class for passing an Extraordinary Resolution which includes the sanctioning of a modification which would have the effect of altering the amount, rate or timing of payments on the Notes, the currency of payment of the Notes, or altering the priority of payments or altering the quorum or majority required in relation to this exception (a "Basic Terms Modification"), shall be two or more persons holding or representing but not less than three quarters orthe minimum denomination applicable to such holder's Notes to be exchanged or transferred, at such instructions to contain information regarding the participant account with DTC to be credited with such increase, (B) a certificate in the form of Exhibit B3 attached hereto given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, the Person transferring such interest in such Class A Regulation S Global Note reasonably believes that the Person acquiring such interest in a Class A Rule 144A Global Note is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in accordance with any adjourned and reconvened meeting, not less than one quarter applicable securities laws of any state of the United States or any other jurisdiction and (C) a written certification in the form of Exhibit B4 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Institutional Buyer and also a Qualified Purchaser or an entity beneficially owned exclusively by Qualified Purchasers, then the Note Registrar will approve the instructions at DTC to reduce, or cause to be reduced, such Class A Regulation S Global Note by the aggregate Principal Amount Outstanding principal amount of the Notes beneficial interest in such Regulation S Global Note to be transferred or exchanged and the Note Registrar shall instruct DTC, concurrently with such reduction, to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Class A Rule 144A Global Note equal to the reduction in the principal amount of such class. Class A resolution signed by or on behalf of all the Noteholders of the relevant class who for the time being are entitled to receive notice of a meeting under the Current Issuer Trust Deed shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of such class of NoteholdersRegulation S Global Note.