2Interpretation

(1)

In this Act unless the subject or context otherwise requires —

“A&L” means Alliance & Leicester plc;

“ALPF” means Alliance & Leicester Personal Finance Limited;

“Alliance & Leicester” means the Alliance & Leicester Building Society;

“the appointed day” means, in relation to a transferor, the day appointed under section 3 below in relation to that transferor;

“customer” includes any person having a banking account, a loan account or any other dealing, transaction, agreement or arrangement in the course of business with Girobank or ALPF or, as the case may be, A&L;

“existing” means existing, outstanding or in force immediately before the appointed day;

“Girobank” means Girobank plc;

“liabilities” includes duties and obligations of every description, whether present or future, actual or contingent;

“property” means property and assets of every description (whether present or future, actual or contingent), and includes property held in a fiduciary capacity and securities, rights, benefits and powers of every description;

“security” includes a mortgage or charge (whether legal or equitable), debenture, bill of exchange, promissory note, guarantee, lien, pledge (whether actual or constructive), hypothecation, assignment by way of security, indemnity, right of set-off, undertaking or other means of securing the payment or discharge of a liability (whether present or future, actual or contingent);

“the transferors” means Girobank and ALPF, and reference to “a transferor” is a reference to one of the transferors;

“undertakings” means the businesses and all existing property and liabilities of the transferors of whatsoever nature, but does not include any seal or documents required to be kept by the transferors pursuant to the provisions of the M1Companies Act 1985; and a reference to an undertaking is a reference to the undertaking of a transferor;

“will” includes a codicil and any other testamentary writing.

(2)

For the purposes of this Act a transferor shall be deemed not to be on notice of any fact or thing unless, as regards that fact or thing, notice has been—

(a)

given to the transferor by a customer; and

(b)

acknowledged by the transferor;

in either case whether or not in writing.

(3)

Any reference in this Act to property or liabilities of a transferor is a reference to property or liabilities to which the transferor is entitled or subject (whether beneficially or in any fiduciary capacity), wherever such property or liabilities are situated or arise and whether or not capable of being transferred or assigned by the transferor and whether the transferor is entitled or subject to the property or liabilities under the law of any part of the United Kingdom or under the law of any country or territory outside the United Kingdom.